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MarketScreener Homepage  >  Equities  >  Nyse  >  Donaldson Company, Inc.    DCI

DONALDSON COMPANY, INC.

(DCI)
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Donaldson : 2020 Proxy Statement

10/09/2020 | 09:35am EST

DONALDSON COMPANY, INC.

1400 West 94th Street

Minneapolis, Minnesota 55431-2370

www.donaldson.com

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME: Friday, November 20, 2020 at 1:00 p.m. (CST)

RECORD DATE: Close of business on September 21, 2020.

ITEMS OF BUSINESS:

  1. Election of Directors;
  2. Non-bindingadvisory vote to approve the compensation of our Named Executive Officers;
  3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2021; and
  4. Any other business that properly comes before the meeting.

PROXY VOTING:

It is important that your shares are represented and voted at the Annual Meeting. You received instructions on voting your shares on the Notice of Internet Availability of Proxy Materials for the Annual Meeting. If you received paper copies of the proxy materials, instructions on the different ways to vote your shares are found on the enclosed proxy card. Vote by proxy even if you plan to log in and attend the Annual Meeting.

HOW TO ATTEND THE MEETING:

Attend our virtual meeting online and vote your shares electronically by visiting www.virtualshareholdermeeting.com/ DCI2020. This year's meeting will again be completely virtual which makes participation and engagement convenient for all our stockholders. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or proxy card to enter the Annual Meeting.

PLEASE PROMPTLY VOTE YOUR PROXY TO SAVE US THE EXPENSE OF ADDITIONAL SOLICITATION.

Notice of Internet Availability of Proxy Materials for the stockholder meeting to be held on November 20, 2020: Our 2020 Proxy Statement and our Fiscal 2020 Annual Report to Stockholders are available at www.proxyvote.com.

By Order of the Board of Directors

Amy C. Becker

Secretary

Dated: October 6, 2020

TABLE OF CONTENTS

PROPOSALS YOU ARE ASKED TO VOTE ON. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

Why did I receive this Proxy Statement?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of. . .

proxy materials?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

What does it mean if I receive more than one proxy card?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

Who pays for the cost of proxy preparation and solicitation?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

What am I voting on, what does the Board recommend and what vote is required to approve each item?. . . . . . . . .

3

How do I vote my shares?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

How do I vote if I hold stock through a Donaldson employee benefit plan?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

How do I vote my shares held in "street name" in a brokerage or bank account?. . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

What if I submit a proxy and then change my mind?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Who may attend the meeting?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

How many shares must be present to conduct the meeting?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

How will voting on any other business be conducted?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Where do I find the voting results of the meeting?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

How do I submit a stockholder proposal for next year's Annual Meeting?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

SECURITY OWNERSHIP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

DELINQUENT SECTION 16(a) REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

ITEM 1: ELECTION OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Board Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Information Regarding Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

Board Oversight and Director Independence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15

Policy and Procedures Regarding Transactions with Related Persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16

Board Leadership Structure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

Risk Oversight by Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

Meetings and Committees of the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

Audit Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

Human Resources Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

Corporate Governance Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

Corporate Governance Guidelines. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

Code of Business Conduct and Ethics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

Board Composition and Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

Director Selection Process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

Executive Sessions and Evaluations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

Communications with Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

Audit Committee Expertise. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

Complaint-HandlingProcedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

i

DIRECTOR COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22

Director Compensation Process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22

Director Compensation Program Elements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22

Fiscal 2020 Director Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26

Compensation Committee Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26

Compensation Discussion and Analysis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27

Compensation Risk Analysis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

37

Summary Compensation Table. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

38

Fiscal 2020 Grants of Plan-BasedAwards Table. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40

Outstanding Equity Awards at 2020 Fiscal Year-End. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

41

Fiscal 2020 Option Exercises and Stock Vested Table. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

43

Pension Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

43

Non-QualifiedDeferred Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

45

Potential Payments Upon Termination or Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

46

Pay Ratio Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51

INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. . . . . . . . . . . . . . .

52

Audit Committee Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

52

Independent Registered Public Accounting Firm Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

52

Audit Committee Pre-ApprovalPolicies and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53

ITEM 2: NON-BINDINGADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. .

54

Board Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

54

EQUITY COMPENSATION PLAN INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

55

ITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. . . .

56

Board Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56

ii

DONALDSON COMPANY, INC.

1400 West 94th Street

Minneapolis, Minnesota 55431-2370

PROXY STATEMENT

Mailing Date: October 6, 2020

PROPOSALS YOU ARE ASKED TO VOTE ON

Item 1: Election of Directors

Three current directors, Tod E. Carpenter, Pilar Cruz, and Ajita G. Rajendra, are recommended for election to the Board of Directors at the Annual Meeting. Information on the director nominees is provided on pages 9-14. Directors are elected for a three-year term so that approximately one-third are elected at each Annual Meeting of Stockholders.

The Board of Directors unanimously recommends a vote FOR the election of each director nominee.

Item 2: Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers

As required pursuant to Section 14A of the Securities Exchange Act of 1934, the Company is providing our stockholders with an advisory (non-binding) vote on the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

The Board of Directors unanimously recommends a vote FOR the compensation of our Named Executive Officers described in this Proxy Statement.

Item 3: Ratification of the Appointment of Independent Registered Public Accounting Firm

The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending July 31, 2021, and is requesting ratification by our stockholders.

The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2021.

1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive this Proxy Statement?

You received this Proxy Statement because the Board of Directors ("Board") of the Company is soliciting proxies for use at the Annual Meeting to be held on November 20, 2020, and you were a Donaldson stockholder as of the close of business on the record date of September 21, 2020. Only stockholders of record are entitled to vote at the Annual Meeting and the Board is soliciting your proxy to vote. We had 126,396,370 shares of common stock outstanding as of the close of business on the record date. Each share entitles its holder to one vote, and there is no cumulative voting.

This Proxy Statement summarizes the information you need to know to vote. We first mailed or otherwise made available to stockholders the Proxy Statement and form of proxy on or about October 6, 2020.

Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (the "SEC"), we may furnish proxy materials, including this Proxy Statement and our Fiscal 2020 Annual Report to Stockholders, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the internet. Such notice also instructs you as to how you may submit your proxy on the internet. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting such materials provided in the Notice of Internet Availability of Proxy Materials.

SEC rules allow us to deliver a single copy of an annual report, proxy statement, or Notice of Internet Availability of Proxy Materials to two or more stockholders that share the same household address. If you received multiple copies and would like to receive only one copy per household in the future, or if you received only one copy and would like to receive multiple copies in the future, you should contact your bank, broker or other nominee record holder, or if you are a record holder, contact Amy Becker, Secretary, at Donaldson Company, Inc., MS 101, P.O. Box 1299, Minneapolis, MN 55440-1299, by telephone at 952-703-4965, or by email to Investor.Relations@Donaldson.com.These documents may also be downloaded and printed from our Investor Relations website at ir.donaldson.com.

What does it mean if I receive more than one proxy card?

It means that you hold shares in multiple accounts with banks or stockbrokers, or with the transfer agent.

PLEASE VOTE ALL OF YOUR SHARES.

Who pays for the cost of proxy preparation and solicitation?

The Company pays for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks or other nominees for forwarding proxy materials to street name holders. We are soliciting proxies primarily by mail, email, and the internet. In addition, our directors, Officers, and other employees may solicit proxies by email, telephone, facsimile, or personally. These individuals will receive no additional compensation for their services other than their regular salaries.

2

What am I voting on, what does the Board recommend and what vote is required to approve each item?

The table below summarizes the proposals that will be voted on, the vote required to approve each item, voting options, how votes are counted and how the Board recommends you vote:

Voting

Board

Broker

Impact of

Proposal

Vote Required

(1)

Discretionary

(2)

Options

Recommendation

Voting Allowed

Abstention

Item 1: Election of three

Majority of votes cast "FOR"

"FOR"

"FOR"

No

N/A

directors

votes must exceed 50% of the

"WITHHOLD"

number of votes cast, and the

votes cast include votes to

withhold authority(3)

Item 2: A non-binding

We will consider our

"FOR"

"FOR"

No

None

advisory vote on the

stockholders to have

"AGAINST"

compensation of our

approved, on an advisory

"ABSTAIN"

Named Executive

basis, the compensation of our

Officers

Named Executive Officers if

more shares are voted "FOR"

than "AGAINST"

Item 3: Ratification of the

Affirmative vote of a majority of

"FOR"

"FOR"

Yes

"AGAINST"

appointment of our

the shares entitled to vote and

"AGAINST"

independent registered

represented at the meeting or

"ABSTAIN"

public accounting firm for

by proxy

the fiscal year ending

July 31, 2021

___________

  1. If you do not specify how you want to vote your shares on your returned proxy card, or through the telephone or internet prompts, your shares will be voted in accordance with the Board recommendation above.
  2. If you hold shares in a brokerage account in your broker's name (street name) and do not provide voting instructions to your broker, your broker will not vote your shares on any proposal where the broker does not have discretionary authority to vote. In such a situation, the shares will be considered present at the meeting for purposes of determining a quorum, but will not be considered to be represented at the meeting for purposes of calculating the vote with respect to the matter requiring discretionary authority. New York Stock Exchange ("NYSE") rules permit brokers discretionary authority to vote on Item 3 if they do not receive instructions from the street name holder of the shares.
  3. The vote described above applies for the election of directors in uncontested director elections. Directors will be elected by a plurality vote at a meeting if:
    • The Secretary receives a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees set forth in our Bylaws; and
    • Such nomination has not been withdrawn by such stockholder prior to the 10th day preceding the date the Company first mails its notice of meeting to our stockholders.

We use an independent inspector of elections, Broadridge Investor Communication Solutions, Inc., to tabulate the votes received.

3

How do I vote my shares?

If you are a stockholder of record you may vote using any ONE of the following methods. By:

You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or your proxy card to enter the Annual Meeting.

On the day of our annual meeting of stockholders, we recommend that you log into our virtual meeting at least 15 minutes before the scheduled start time to ensure that you can access the meeting. Submitting a question for management is also convenient with the virtual meeting. If you wish to submit a question, type your question into the "Ask a Question" field within the virtual meeting and click "Submit." Questions related directly to the annual meeting of stockholders will be answered during our virtual meeting, subject to time constraints. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at ir.donaldson.com. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after the posting. We welcome ongoing engagement with our stockholders, so you can also submit information requests or find our contact information at ir.donaldson.com.

How do I vote if I hold stock through a Donaldson employee benefit plan?

We have added the shares of common stock held by participants in Donaldson's employee benefit plan to the participants' other holdings shown on their proxy materials. Donaldson's employee benefit plan is the Donaldson Company, Inc. Retirement Savings and Employee Stock Ownership Plan.

If you hold stock through Donaldson's employee benefit plan, voting your proxy using one of the first three methods above also serves as confidential voting instructions to the plan trustee, Fidelity Management Trust Company ("Fidelity"). Fidelity also will vote the shares allocated to individual participant accounts for which it has not received instructions, as well as shares not so allocated, in the same proportion as the directed shares are voted. Fidelity will vote your employee benefit plan shares as directed by you provided that your proxy vote is RECEIVED BY NOVEMBER 19, 2020.

If you participate in the Donaldson Dividend Reinvestment Program or in the Donaldson Employee Stock Purchase Program administered by the transfer agent, your shares in those programs have been added to your other holdings and are included in your proxy materials.

How do I vote my shares held in "street name" in a brokerage or bank account?

If your shares are held in a brokerage or bank account in your broker's name (street name) you should follow the voting directions provided by your broker or nominee. If you do so, your broker or nominee will vote your shares as you have directed.

What if I submit a proxy and then change my mind?

You may change or revoke your proxy at any time before it is voted at the meeting by using any of the following methods:

  • Send written notice of revocation to our Secretary;
  • Submit a properly signed proxy card with a later date;
  • Vote by phone or internet at a time following your prior phone or internet vote; or
  • Vote online during the virtual meeting as described above.

If your shares are held in a brokerage account in your broker's name (street name), contact your broker or nominee for information on how to change or revoke your voting instructions and provide new voting instructions.

4

Who may attend the meeting?

All Donaldson stockholders of record as of the close of business on September 21, 2020, may attend.

How many shares must be present to conduct the meeting?

At least a majority of the shares outstanding as of the record date must be present to establish a quorum, which is necessary for the meeting to be valid. We will count you as present if you:

  • Have properly voted your proxy by phone, internet, or mailing of the proxy card;
  • Are present by attending the virtual meeting; or
  • Hold your shares in a brokerage account in your broker's name (street name) and your broker uses its discretionary authority to vote your shares on Item 3.

How will voting on any other business be conducted?

We do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement. If any other business is properly presented at the Annual Meeting, your shares will be voted by the holders of the proxies in their discretion.

Where do I find the voting results of the meeting?

We will publish the voting results in a Form 8-K to be filed with the SEC within four business days of the meeting.

How do I submit a stockholder proposal for next year's Annual Meeting?

If you wish to include a proposal in the Company's Proxy Statement for its 2021 Annual Meeting of Stockholders, you must submit the proposal in writing so that it is received no later than June 8, 2021. Please send your proposal to Amy Becker, Secretary, Donaldson Company, Inc., MS 101, P.O. Box 1299, Minneapolis, MN 55440-1299.

Under our Bylaws, if you wish to nominate a director or bring other business before the stockholders at our

2021 Annual Meeting without having your proposal included in our Proxy Statement:

  • You must notify the Secretary in writing between July 23 and August 22, 2021.
  • Your notice must contain the specific information required in our Bylaws. If you would like a copy of our Bylaws, we will send you one without charge. Please send your written request to the Secretary at the address shown above.

5

SECURITY OWNERSHIP

The following table sets forth information as to entities that have reported to the SEC or have otherwise advised the Company that they are a "beneficial owner," as defined by the SEC's rules and regulations, of more than 5% of the outstanding common stock of the Company based on the number of shares of common stock outstanding on September 21, 2020.

Name and Address of Beneficial Owner

Amount and Nature of

Percent of

Beneficial Ownership

Class

The Vanguard Group, Inc.

12,752,418(1)

10.08

100 Vanguard Boulevard

Malvern, PA 19355

BlackRock, Inc.

11,453,320(2)

9.06

55 East 52nd Street

New York, NY 10055

State Farm Investment Management Corp.

11,133,283(3)

8.8

One State Farm Plaza

Bloomington, IL 61710

_______________

  1. Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, Inc., an investment adviser ("Vanguard"). Vanguard reported that it has sole power to vote 73,392 shares, shared power to vote 17,537 shares, sole power to dispose of 12,678,082 shares and shared power to dispose of 74,381 shares. Each of Vanguard Fiduciary Trust Company ("Vanguard Trust") and Vanguard Investments Australia, Ltd. ("Vanguard Investments") are wholly owned subsidiaries of Vanguard. Vanguard Trust is the beneficial owner of 56,844 shares, as a result of its serving as investment manager of collective trust accounts, and Vanguard Investments is the beneficial owner of 34,085 shares, as a result of its serving as investment manager of Australian investment offerings.
  2. Based on information provided in a Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc., a parent holding company ("BlackRock"). BlackRock reported that it has sole power to vote or direct the vote of 10,985,344 shares and sole power to dispose of or direct the disposition of 11,453,320 shares.
  3. Based on information provided in a Schedule 13G jointly filed with the SEC on January 23, 2020 by State Farm Investment Management Corp., an investment adviser and registered transfer agent ("SFIMC"), and certain of its subsidiaries and affiliates. SFIMC reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 1,044,530 shares; State Farm Mutual Automobile Insurance Company, an insurance company ("Auto Company"), reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 6,054,000 shares; State Farm Life Insurance Company, an insurance company ("SFLIC"), reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 609,600 shares; State Farm Insurance Companies Employee Retirement Trust ("SF Retirement Trust") reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 3,425,153 shares. Auto Company is the parent company of multiple wholly owned insurance company subsidiaries, including SFLIC. Auto Company is also the parent company of SFIMC. SFIMC serves as transfer agent and investment adviser to a Delaware business trust that is a registered investment company. Auto Company also sponsors SF Retirement Trust, a qualified retirement plan, for the benefit of its employees. Auto Company has established an investment department that is directly or indirectly responsible for managing or overseeing the management of the investment and reinvestment of assets owned by each entity that has joined in filing the Schedule 13G. The investment department is responsible for voting proxies or overseeing the voting of proxies related to the issuers' shares held by one or more entities that joined in the filing. Each insurance company included in the filing and SFIMC have established an investment committee that oversees the activities in managing that firm's assets and the trustees of the qualified plans perform a similar role in overseeing the investment of each plan's assets. Each of the reporting persons expressly disclaims beneficial ownership as to all shares as to which such person has no right to receive the proceeds of sale of the shares and disclaims that it is part of a group.

6

The following table shows information regarding the beneficial ownership of the Company's common stock, as of September 21, 2020, by each director, each Named Executive Officers ("NEOs" as identified on page 27) and all current executive officers ("Officers") and directors as a group. The shares listed in the table as beneficially owned include (i) shares over which a person has sole or shared voting power, or sole or shared power to invest or dispose of the shares, whether or not a person has any economic interest in the shares; (ii) deferred stock units that have vested and been deferred, as to which the beneficial owner has no voting or investment power; and

  1. shares subject to options exercisable within 60 days of September 21, 2020. Except as otherwise indicated, the named beneficial owner has sole voting and investment power with respect to the shares held by such beneficial owner, and the shares are not subject to any pledge.

Total

Deferred

Amount and

Exercisable

Nature of

Stock

Beneficial

Percent

Units

Options

Ownership of

Included in

Included in

Common

of

Total

Total

Name of Beneficial Owner

Stock

Common

Amount

Amount

(1)(2)(3)

Stock

Column (3)

Column

Employee Director and Named Executive Officers

Amy C. Becker

151,692

*

0

114,634

Tod E. Carpenter

1,030,365

*

0

854,367

Scott J. Robinson

163,911

*

0

139,467

Thomas R. Scalf

194,298

*

0

164,567

Jeffrey E. Spethmann

160,505

*

0

135,567

Non-Employee Directors

Andrew Cecere

74,457

*

2,561

67,567

Pilar Cruz

13,476

*

1,747

7,400

Michael J. Hoffman

155,232

*

29,336

107,167

Douglas A. Milroy

40,457

*

1,541

32,967

Willard D. Oberton

113,538

*

14,271

92,767

James J. Owens

83,196

*

4,102

74,767

Ajita G. Rajendra

131,154

*

19,458

107,167

Trudy A. Rautio

66,791

*

9,895

52,567

John P. Wiehoff

149,187

*

51,691

92,767

Current Directors and Officers as a Group

2,810,175

2.18

134,512

2,273,673

______________

*Indicates less than 1% of our outstanding common stock

  1. Includes all beneficially owned shares, including restricted shares, shares for non-employee directors held in trust, shares underlying the units listed under the Deferred Stock Units column and the shares underlying options exercisable within 60 days of September 21, 2020, as listed under the Exercisable Options column.
  2. Includes the following shares held in the Employee Stock Ownership and Retirement Savings Plan trust: Ms. Becker, 7,394 shares; Mr. Carpenter, 9,790 shares; Mr. Robinson, 663 shares; Mr. Scalf, 6,950 shares; Mr. Spethmann, 1,917 shares; and all Directors and Officers as a Group, 30,437 shares. Voting of shares held in the Employee Stock Ownership and Retirement Savings Plan trust is passed through to the participants. Also includes the following shares held in the Deferred Compensation and 401(k) Excess Plan trust: Ms. Becker, 1,448 shares; Mr. Carpenter, 10,935 shares; Mr. Robinson, 1,001 shares; Mr. Scalf, 2,868 shares; Mr. Spethmann, 3,886 shares; and all Directors and Officers as a Group, 21,246 shares. Voting of shares held in the Deferred Compensation and 401(k) Excess Plan trust is passed through to the participants.
  3. Deferred Stock Units are held in the non-employee director's deferred stock account trust. Voting of shares held in the deferred stock account trust is passed through to the participants.

7

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's Directors and Officers to file initial reports of ownership and reports of changes in ownership with the SEC. To the Company's knowledge, based on a review of copies of such forms and representations furnished to the Company during fiscal 2020, all Section 16(a) filing requirements applicable to the Company's Directors and Officers were satisfied, except that a Form 4 reporting one transaction was filed late for Jeffrey Spethmann due to an administrative delay on the part of the Company in reporting the stock transactions.

ITEM 1: ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board shall consist of not less than 3 nor more than 15 directors and that the number of directors may be changed from time to time by the affirmative vote of a majority of the directors. The Board currently consists of 10 directors. Vacancies and newly created directorships resulting from an increase in the number of directors may be filled by a majority of the directors then in office and the directors so chosen will hold office until the next election of the class for which such directors have been chosen and until their successors are elected and qualified. Directors are elected for a term of three years with positions staggered so that approximately one-third of the directors are elected at each Annual Meeting of Stockholders.

The directors with terms expiring at the 2020 Annual Meeting of Stockholders are Tod E. Carpenter, Pilar Cruz, and Ajita G. Rajendra.

The Corporate Governance Committee and the Board reviewed and considered the qualifications and service of Tod E. Carpenter, Pilar Cruz, and Ajita G. Rajendra and approved their nomination to stand for re-election to the Board.

Each of the nominees has agreed to serve as a director if elected. The Board has no reason to believe that any of the nominees will be unavailable or unable to serve, but in the event a nominee is not a candidate at the meeting, the persons named in the proxy intend to vote in favor of the remaining nominee or nominees and such other person or persons, if any, as they may determine.

Board Recommendation

The Board of Directors recommends that stockholders vote FOR the election of Tod E. Carpenter, Pilar Cruz, and Ajita G. Rajendra for three-year terms expiring in 2023.

8

Information Regarding Directors

The director nominees and the directors whose term in office will continue after the meeting have provided information about themselves in the following section. SEC rules require us to briefly discuss the specific experience, qualifications, attributes, or skills that led the Board to conclude that each director nominee and director should serve on our Board of Directors. This discussion is provided in a separate paragraph following each director's biography in the following sections.

Director Nominees with Terms Expiring in 2020

Tod E. Carpenter

Age: 61

Director Since: 2014

Committee: None

Biography

Chairman (2017), President and Chief Executive Officer (2015) of the Company. Previously, Chief Operating Officer (2014-2015); Senior Vice President, Engine Products (2011-2014); Vice President, Europe and Middle East (2008-2011); and Vice President, Global Industrial Filtration Systems (2006-2008).

Qualifications

Tod Carpenter brings to the Board a wealth of general management and global leadership experience. Tod joined Donaldson in 1996. Since then, his roles have included driving strategic growth initiatives, launching innovative proprietary products, and strengthening relationships with the Company's key global customers. Tod has a Bachelor's Degree in Manufacturing Technology from Indiana State University and an M.B.A. from Long Beach State University. Tod serves on the Boards of Donaldson since 2014 and AMETEK, Inc. since 2019. Tod currently serves on the Board of Overseers of the Carlson School of Management at the University of Minnesota.

Other Public Company Boards: AMETEK, Inc.

Pilar Cruz

Age: 49

Director Since: 2017

Committee: Audit

Biography

President, Cargill Aqua Nutrition (2019) of Cargill, Incorporated, a provider of food, agriculture, financial and industrial products and services. Previously, President, Cargil Feed and Nutrition (2017-2019); Corporate Vice President, Corporate Strategy & Development (2015-2017); President & Business Unit Leader, Cargill Meats Europe (2013-2015); General Manager, Cargill Meats Central America (2012-2013); and Integration Manager, Cargill Meats Central America (2011-2012).

Qualifications

Pilar Cruz brings to the Board her experience and expertise in corporate strategy, management and global leadership. Pilar has gained this valuable experience from her various leadership and management roles at Cargill. Her global experience provides the Board with valuable insight with respect to strategic, operational and management matters. Pilar has a Bachelor's Degree in Economics from Universidad de Los Andes in Bogotá, Colombia and an M.B.A. from the Ross School of Business at the University of Michigan.

Other Public Company Boards: None

9

Director Nominees with Terms Expiring in 2020 (continued)

Ajita G. Rajendra

Age: 68

Director Since: 2010

Committees: Corporate Governance and Human Resources

Biography

Retired Executive Chairman (2018-2020) of A.O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating equipment. Previously, Chairman (2014-2018), President and Chief Executive Officer (2013-2018); President and Chief Operating Officer (2011-2013); Executive Vice President (2006-2011); Senior Vice President (2005-2006); and President, A.O. Smith Water Products Company (2005-2011).

Qualifications

Ajita Rajendra brings to the Board his public company leadership expertise and experience in his position as President and Chief Executive Officer of A.O. Smith. Ajita has valuable manufacturing experience in various categories, including consumer durables, industrial products, and appliances. From his previous experience as the President of A.O. Smith Water Products Company, Ajita provides valuable insight to the Board on leading global businesses and negotiating acquisitions and joint ventures. Ajita is originally from Sri Lanka, received a Bachelor's degree in Chemical Engineering at the Indian Institute of Technology, Madras, India and an M.B.A. degree from Carnegie Mellon University.

Other Public Company Boards: The Timken Company

Other Public Company Boards (last five years): A.O. Smith Corporation (2014-2020)

10

Directors with Terms Expiring in 2021

Andrew Cecere

Age: 60

Director Since: 2013

Committee: Audit

Biography

Chairman (2018), President (2015) and Chief Executive Officer (2017) of U.S. Bancorp. U.S. Bancorp, the parent company of U.S. Bank National Association, the 5th largest commercial bank in the U.S., a trusted financial services partner. Previously, Chief Operating Officer (2016); Vice Chairman and Chief Operating Officer (2015); Vice Chairman and Chief Financial Officer (2007-2015); Vice Chairman, Wealth Management (2001-2007); Chief Financial Officer of the former U.S. Bancorp (2000-2001); and Vice Chairman of U.S. Bank (1999-2000).

Qualifications

Andy Cecere brings to the Board his valuable financial and management experience as Chairman, President and Chief Executive Officer of U.S. Bancorp, and former Vice Chairman and Chief Operating Officer, and Chief Financial Officer, of U.S. Bancorp. U.S. Bancorp provides banking, brokerage, insurance, investment, mortgage, trust, and payment services products to consumers, businesses, and institutions. Andy has over 30 years of experience with U.S. Bancorp, including serving as Vice Chairman of Wealth Management and leading key banking, trust, insurance, and advisory businesses. He serves on U.S. Bancorp's Managing Committee. Andy currently serves on the Board of Overseers of the Carlson School of Management at the University of Minnesota. Andy has a Bachelor's degree in Business Administration and Finance from the University of St. Thomas and an M.B.A. degree from the Carlson School of Management at the University of Minnesota.

Other Public Company Boards: U.S. Bancorp

James J. Owens

Age: 56

Director Since: 2013

Committees: Corporate Governance and Human Resources

Biography

President and Chief Executive Officer (2010) of H.B. Fuller Company, a leading global adhesives provider. Previously, Senior Vice President, Americas (2010) and Senior Vice President, North America (2008-2010).

Qualifications

Jim Owens brings to the Board his extensive experience and expertise in global manufacturing businesses. He spent 22 years with National Starch's adhesives business, a division of ICI (Imperial Chemical Industries Limited), in a variety of positions, including serving as Corporate Vice President and General Manager and as Vice President and General Manager of the Europe/Middle East and Africa adhesives business. Jim provides global leadership insights as well as public company board experience. Jim currently serves on the Board of Overseers of the Carlson School of Management at the University of Minnesota. Jim has a Bachelor's degree in Chemical Engineering from the University of Delaware and an M.B.A. degree from The Wharton School, University of Pennsylvania.

Other Public Company Boards: H.B. Fuller Company

11

Directors with Terms Expiring in 2021 (continued)

Trudy A. Rautio

Age: 67

Director Since: 2015

Committees: Audit and Corporate Governance

Biography

Retired President and Chief Executive Officer (2012-2015) of Carlson, a privately held global hospitality and travel company. Previously, Executive Vice President and Chief Administrative Officer (2011-2012) and Executive Vice President and Chief Financial Officer (2005-2011).

Qualifications

Trudy Rautio brings to the Board her leadership experience in her position as the former President and Chief Executive Officer of Carlson. Prior to her appointment as CEO, Trudy served as Executive Vice President and Chief Financial and Administrative Officer and has valuable experience in various categories, including business, financial, and information technology operations. Trudy has knowledge and experience leading global businesses and operations. Trudy currently serves on the following private boards: Cargill and Securian Financial Group. Trudy is a graduate of Bemidji State University and has an M.B.A. from the University of St. Thomas. In addition, she is a Certified Public Accountant (unlicensed) and Certified Management Accountant.

Other Public Company Boards: None

Other Public Company Boards (last five years): Merlin Entertainments (2015-2019)

12

Directors with Terms Expiring in 2022

Michael J. Hoffman

Age: 65

Director Since: 2005

Committee: Human Resources (Chair)

Biography

Retired Chairman (2006-2017) of The Toro Company, a provider of outdoor maintenance and beautification products. Previously, Chief Executive Officer (2005-2016); President (2004-2015); Group Vice President (2001-2004); and Vice President and General Manager (2000-2001).

Qualifications

Mike Hoffman brings to the Board his expertise as a public company leader at The Toro Company where he started in 1977 and retired from his CEO and Chairman of the Board positions in 2017. Mike adds valuable marketing and strategic planning experience working for a company that has a strongly branded identity. Mike is an experienced public company Board member having served on the Boards of Donaldson and Toro since 2005, and Advanced Disposal Services, Inc. since 2017. Mike has a Bachelor's degree in Marketing Management from the University of St. Thomas and an M.B.A degree from the University of Minnesota - Carlson School of Management.

Other Public Company Boards: Advanced Disposal Services, Inc.

Other Public Company Boards (last five years): The Toro Company (2005-2017)

Douglas A. Milroy

Age: 61

Director Since: 2016

Committees: Audit and Human Resources

Biography

Former Chairman (2014-2017) and Chief Executive Officer (2009-2017) of G&K Services, Inc., a service-focused provider of branded uniform and facility services programs. Previously, President, Direct Purchase and Business Development (2006-2009).

Qualifications

Doug Milroy brings to the Board his expertise, executive leadership experience and management of a public company. Doug has extensive global leadership experience in business-to-business organizations. Doug provides the Board valuable insight with respect to his experience with global operational, strategic and management matters. Doug has a Bachelor's degree from the University of Minnesota and an M.B.A. from The Harvard Business School.

Other Public Company Boards: None

Other Public Company Boards (last five years): G&K Services, Inc. (2009-2017)

13

Directors with Terms Expiring in 2022 (continued)

Willard D. Oberton

Age: 62

Director Since: 2006

Lead Director Since: 2017

Committees: Corporate Governance (Chair)

Biography

Chairman (2014) of Fastenal Company, an industrial and construction supplies company. Previously, President and Chief Executive Officer (2015); Chief Executive Officer (2002-2014); President (2001-2012); Chief Operating Officer (1997-2002); and Executive Vice President (2000-2001).

Qualifications

Will Oberton brings to the Board strong business acumen and his expertise as a public company leader at Fastenal Company. Will served in various sales, operational, and management roles and provides valuable insight from this experience. Will was named 2006 CEO of the Year by Morningstar, Inc. Will is an experienced public company board member having served on Donaldson's Board since 2006 and the Fastenal Board since 1999. Will also serves on the Board of Wincraft Inc., a privately held company. Will has a Marketing degree from St. Cloud Technical and Community College.

Other Public Company Boards: Fastenal Company

John P. Wiehoff

Age: 59

Director Since: 2003

Committee: Audit (Chair)

Biography

Retired Executive Chairman (2019-2020). Previously, Chairman (2007-2019), Chief Executive Officer (2002-2019), and President (1999-2019) of C.H. Robinson Worldwide, Inc., a transportation, logistics, and sourcing company.

Qualifications

John Wiehoff brings to the Board his expertise as a public company leader at C.H. Robinson. John has significant public company financial experience, first as a CPA at a large public accounting firm and subsequently in various leadership positions in the financial organization at C.H. Robinson, including serving as its CFO prior to becoming CEO. John adds valuable supply chain, logistics, and international expertise working for a company that is a global provider of multimodal transportation services and logistics services. John is an experienced public company Board member having served on the Boards of C.H. Robinson since 2001, Donaldson since 2003 and Polaris Industries since 2007. John has a Bachelor's degree from St. John's University.

Other Public Company Boards: Polaris Inc. and U.S. Bancorp

Other Public Company Boards (last five years): C.H. Robinson Worldwide, Inc. (2007-2020)

14

CORPORATE GOVERNANCE

Board Oversight and Director Independence

Donaldson's Board believes that a primary responsibility of the Board of Directors is to provide effective governance over Donaldson's business. The Board selects the Chairman of the Board and the Chief Executive Officer, and monitors the performance of senior management to whom it has delegated the conduct of the business. The Board has adopted a set of Corporate Governance Guidelines to assist in its governance, and the complete text of Donaldson's Corporate Governance Guidelines is available on our Investor Relations website, ir.donaldson.comunder Corporate Governance - Governance Documents.

Our Corporate Governance Guidelines provide that a significant majority of our directors will be non-employee directors who meet the independence requirements of the NYSE. The Corporate Governance Guidelines also require that our Corporate Governance, Audit, and Human Resources Committees be comprised entirely of non- employee directors who meet all of the independence and experience requirements of the NYSE and SEC.

The Board has established the following independence standards consistent with the current listing standards of the NYSE for determining independence:

A director will not be considered independent if, within the preceding three years:

  • The director was an employee of Donaldson, or an immediate family member of the director was an executive officer of Donaldson;
  • The director or an immediate family member of the director has received during any 12-month period more than $120,000 in direct compensation from Donaldson (other than director and Committee fees and pension or other forms of deferred compensation for prior service);
  • An executive officer of Donaldson was on the Compensation Committee of a company that, at the same time, employed the director or an immediate family member of the director as an executive officer;
  • The director was an executive officer or employee of, or an immediate family member of the director was an executive officer of, another company that does business with Donaldson and the annual revenue derived from that business by either company exceeds the greater of (i) $1 million or (ii) 2% of the annual gross revenues of such company; or
  • The director or an immediate family member of the director has been affiliated with or employed in a professional capacity by Donaldson's independent registered public accounting firm.

15

The Board has evaluated the transactions and relationships between each of our non-employee directors and the Company, including those companies where directors or nominees serve as an officer or served as an officer during a portion of fiscal 2020. All transactions and relationships were significantly below the thresholds described above and all involved only the ordinary course of business purchase and sale of goods and services at companies where directors serve as an officer. The table below describes the transactions and relationships the Board considered and, in each case, the amounts involved were less than the greater of $1 million or 2% of both our and the recipient's annual revenues:

% of Entity's Annual

Director / Nominee

Entity

Transactions

Revenues in Each of

the Last 3 years

Andrew Cecere

U.S. Bancorp

U.S. Bancorp provides commercial banking,

Less than 1%

brokerage, trust and financing services, cash

management, and foreign exchange services,

serves as a co-lead participant in our syndicated

revolving credit facility (fiscal 2017), and serves

as the lead bank in our 364-day revolving credit

facility (fiscal 2020).(1)

Pilar Cruz

Cargill, Incorporated

We sell products to Cargill, Incorporated.

Less than 1%

Willard D. Oberton

Fastenal Company

We sell products to and purchase products from

Less than 1%

Fastenal Company.

James J. Owens

H.B. Fuller

We sell products to and purchase products from

Less than 1%

H.B. Fuller.

Ajita G. Rajendra

A.O. Smith Corporation

We sell products to A.O. Smith Corporation.

Less than 1%

John P. Wiehoff

C.H. Robinson Worldwide,

We purchase logistics services from C.H.

Less than 1%

Inc.

Robinson Worldwide, Inc.

___________

  1. Our banking and borrowing relationship with U.S. Bancorp predates Mr. Cecere's service on our Board, and Mr. Cecere has never been personally involved in the negotiation of our business terms or relationships with U.S. Bancorp, nor does he receive any special benefit related to the transactions. Our Board determined that neither the nature of our relationship with U.S. Bancorp nor the amount of fees and interest paid to U.S. Bancorp was material to either us or U.S. Bancorp. In fiscal 2020, we did not use U.S. Bancorp for any investment banking, consulting or advisory services. Furthermore, none of the services provided by U.S. Bancorp during fiscal 2020 involved access to sensitive or strategic information about our Company or involved commission-based payments.

Based on this review and the information provided in response to annual questionnaires completed by each independent director regarding employment, business, familial, compensation, and other relationships with the Company and management, the Board has determined that every director and nominee for director (i) has no material relationship with Donaldson, (ii) satisfies all of the SEC and NYSE independence standards and our Board-approved independence standards and (iii) is independent, with the exception of Tod Carpenter who is an employee director. The Board also has determined that each member of its Corporate Governance, Audit, and Human Resources Committees is an independent director.

Policy and Procedures Regarding Transactions with Related Persons

Our Board, upon the recommendation of the Corporate Governance Committee, has adopted a written Related Person Transaction Policy. This policy delegates to our Audit Committee responsibility for reviewing, approving, or ratifying transactions with certain "related persons" that are required to be disclosed under the rules of the SEC. Under the policy, a "related person" includes any of the directors or officers of the Company, certain stockholders and members of their immediate family.

Our Related Person Transaction Policy applies to transactions that involve a related person where we are a participant and the related person has a material direct or indirect interest. Certain types of transactions have been evaluated and preapproved by the Board under the policy:

  • Any transaction in the ordinary course of business in which the aggregate amount involved will not exceed $120,000;

16

  • Any transaction where the related person's interest arises solely from being a stockholder and all stockholders receive the same benefit on a pro rata basis; and
  • Any transaction with another company at which a related person's only relationship is as an employee, director or beneficial owner of less than 10% of that company's shares, if the aggregate amount involved does not exceed the greater of (i) $500,000 or (ii) 1% of that company's or Donaldson's total annual revenues.

Board Leadership Structure

Our Corporate Governance Guidelines provide for the roles of Chairman of the Board and Chief Executive Officer ("CEO"). The Board may, but is not required to, separate the offices of Chairman of the Board and CEO. This allows the Board to exercise its judgment to determine whether the roles should be separate or combined based on the Company's needs and the Board's assessment of the Company's leadership at any point in time. Our Corporate Governance Guidelines provide that, whenever the position of Chairman is not held by an independent director, the Board will appoint an independent director to serve as Lead Director.

Tod Carpenter serves as both Chairman of the Board and CEO. Since the position of Chairman is not held by an independent director, the Board appointed Willard Oberton, the Chair of the Corporate Governance Committee, to serve as Lead Director.

The Board and its Corporate Governance Committee considered that all directors, other than Tod Carpenter, are independent, all committees are comprised solely of independent directors, and the Board retains strong independent leadership through the independent Lead Director. The Lead Director's duties include coordinating the activities of the independent directors, setting the agenda for and moderating executive sessions of the Board's independent directors, and facilitating communications among the independent members of the Board. In performing these duties, the Lead Director is expected to consult with the Committee Chair of the appropriate Committee and solicit their participation in order to avoid diluting the authority or responsibilities of such Committee Chairs.

The independent directors meet in executive session at every Board and Committee meeting, and have the authority to ensure that the proper balance of power, authority, and transparency is maintained in all aspects of governance at the Company. We believe that our Board leadership structure effectively supports the risk oversight function of our Board.

Risk Oversight by Board of Directors

Our Board has responsibility for the oversight of risk management. The Board, either as a whole or through its Committees, regularly discusses with management the Company's risk assessments and risk management procedures and controls.

  • The Audit Committee has responsibility in its Charter to review the Company's strategies, processes, and controls with respect to risk assessment and risk management and assists the Board in its oversight of risk management.
  • The Human Resources Committee has responsibility in its Charter to review and assess risk with respect to the Company's compensation arrangements and practices, including with respect to incentive compensation.
  • The Corporate Governance Committee oversees risks associated with its areas of responsibility, including the risks associated with director and CEO succession planning and the Company's corporate governance practices.

Our Board is kept abreast of the risk oversight efforts by its Committees through regular reports to the full Board by our Committee Chairs.

17

Meetings and Committees of the Board of Directors

There were six meetings of the Board in fiscal 2020. Each director attended at least 75% of the aggregate of all meetings of the Board and its Committees on which she or he served during the year. It is our policy that directors are expected to attend our Annual Meeting of Stockholders. Last year, all individuals then serving as directors attended the Annual Meeting of Stockholders.

Our Board has three Committees:

  • Audit Committee
  • Human Resources Committee
  • Corporate Governance Committee

Each of the Board Committees has a written Charter, approved by the Board, establishing the authority and responsibilities of the Committee. Each Committee's Charter is posted on our Investor Relations website, ir.donaldson.com, under Corporate Governance - Committee Composition. The following tables provide a summary of each Committee's key areas of oversight, the number of meetings of each Committee during the last fiscal year, and the names of the directors serving on each Committee.

Audit Committee

Responsibilities

  • Selects and evaluates the independent registered public accounting firm and oversees its work.
  • Pre-approvesall auditing services and permitted non-audit services to be performed by the independent registered public accounting firm, including related fees.
  • Reviews with management and the independent registered public accounting firm our annual audited financial statements and recommends to the Board whether the audited financial statements should be included in the Company's Annual Report on Form 10-K.
  • Reviews with management and the independent registered public accounting firm our quarterly financial statements and the associated earnings news releases.
  • Reviews with management and the independent registered public accounting firm significant reporting issues and judgments relating to the preparation of our financial statements, including internal controls.
  • Reviews with management and the independent registered public accounting firm our critical accounting policies and practices and major issues regarding accounting principles.
  • Reviews the Company's strategies, processes, and controls with respect to risk assessment and risk management, including risks related to technology systems and cybersecurity, and assists the Board in its oversight of risk management.
  • Reviews the appointment, performance, and replacement of the internal audit director, and reviews the CEO's and CFO's certification of internal controls and disclosure controls.
  • Reviews the Company's compliance system, including programs and procedures for the receipt, retention, and treatment of complaints regarding accounting, internal controls, and auditing matters.

Number of Meetings in Fiscal 2020: 6

Directors who serve on the Committee: John P. Wiehoff, Chair

Andrew Cecere

Pilar Cruz

Douglas A. Milroy

Trudy A. Rautio

18

Human Resources Committee

Responsibilities

Number of Meetings in Fiscal 2020: 3

Reviews and approves the CEO's compensation, leads an annual

Directors who serve on the Committee:

evaluation of the CEO's performance, and determines the CEO's

Michael J. Hoffman, Chair

compensation based on this evaluation.

Douglas A. Milroy

James J. Owens

Reviews and approves the Company's compensation plans for our

Ajita G. Rajendra

Officers, including incentive plan goals and measurements, as well as all

equity-based plans based on delegation established by the Board.

  • Reviews and approves incentive compensation goals and performance measurements applicable to our Officers.
  • Reviews the Company's compensation risk analysis.
  • Reviews and recommends that the Compensation Discussion and Analysis be included in the Company's Proxy Statement and Annual Report on Form 10-K.
  • Reviews and approves the compensation and benefit programs for non- employee directors.

The Human Resources Committee has the authority to retain independent compensation consultants to assist in the analysis of our executive compensation program. The Committee has engaged Willis Towers Watson as an independent compensation consultant to perform an annual benchmarking review of our executive compensation program and to be available for Committee meetings as needed. In its capacity as a compensation consultant to the Committee, Willis Towers Watson reports directly to the Committee and the Committee has sole authority to retain and terminate the consulting relationship.

Below is a summary of different services provided and associated fees received by Willis Towers Watson in fiscal 2020.

Services

Fees

Executive and Board compensation support

$66,061

Benefits consulting and brokerage services

$277,900

All of the additional services not relating to executive and board compensation support performed by Willis Towers Watson, along with their affiliated companies, were approved by management and performed at the direction of management in the ordinary course of business. In assessing the independence of Willis Towers Watson, the Human Resources Committee considered the factors contained in the applicable SEC and NYSE rules, including the amount and nature of the additional consulting work provided to the Company and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the Committee.

19

Corporate Governance Committee

Responsibilities

Number of Meetings in Fiscal 2020: 2

• Reviews and establishes the process and criteria for the selection of

Directors who serve on the Committee:

director candidates and recommends director candidates for election to

Willard D. Oberton, Chair

the Board.

James J. Owens

• Reviews and recommends the size and composition of the Board.

Ajita G. Rajendra

Trudy A. Rautio

• Reviews and recommends Committee structure including size,

composition, and responsibilities of all Board Committees.

Reviews and recommends policies and procedures to enhance the

effectiveness of the Board, including those in the Corporate

Governance Guidelines.

Oversees the annual performance evaluation of the Board, its

Committees, and management process.

Corporate Governance Guidelines

Our Board has adopted a set of Corporate Governance Guidelines to assist it in carrying out its oversight responsibilities. These guidelines address a broad range of topics, including director qualifications, director nomination processes, term limits, Board and Committee structure and process, Board evaluations, director education, and conflicts of interest. The complete text of the guidelines is available on our Investor Relations website, ir.donaldson.com, under Corporate Governance - Governance Documents.

Code of Business Conduct and Ethics

All of our directors and employees, including our CEO, CFO, and other senior management, are required to comply with our Code of Conduct to help ensure that our business is conducted in accordance with the highest standards of legal and ethical behavior. Employees are required to bring any violations and suspected violations of the code to the Company's attention through management, the Company's Compliance Committee, the Company's legal counsel, or by using our confidential compliance helpline. Our toll-free U.S. compliance helpline number is 888-366-6031. Information on accessing the helpline from our international locations and the full text of our Code of Conduct are available on our Investor Relations website, ir.donaldson.com, under Corporate Governance - Governance Documents.

Board Composition and Qualifications

Our Corporate Governance Committee oversees the process for identifying and evaluating candidates for the Board. Directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Company's stockholders. General and specific guidelines for director selection and qualification standards are detailed in the Corporate Governance Guidelines. The Committee will consider nominations from stockholders under these standards if the nominations are timely received as described in this Proxy Statement.

Director Selection Process

The Bylaws of the Company provide that the Board shall consist of not less than 3 nor more than 15 directors and that the number of directors may be changed from time to time by the affirmative vote of a majority of the directors. The Board has currently established the number of directors constituting the entire Board at 10. Vacancies and newly created directorships resulting from an increase in the number of directors may be filled by a majority of the directors then in office and the directors so chosen will hold office until the next election of the class for which such directors have been chosen and until their successors are elected and qualified. Directors are elected for a term of three years with positions staggered so that approximately one-third of the directors are elected at each Annual Meeting of Stockholders. Based on a recommendation from the Corporate Governance Committee, each year the Board will recommend a slate of directors to be presented for election at the Annual Meeting of Stockholders.The Corporate Governance Committee will consider candidates submitted by members of the Board, director search firms, executives, and our stockholders, and the Committee will review such candidates in accordance with our Bylaws, Corporate Governance Guidelines, and applicable legal and regulatory requirements. The Committee's process includes the consideration of the qualities listed in the Corporate

20

Governance Guidelines, including that directors should possess the highest personal and professional ethics, integrity, and values and be committed to representing the long-term interests of the Company's stockholders. The Committee reviews and discusses director candidates on a regular basis at its Committee meetings. In identifying and recommending candidates for nomination by the Board as a director of Donaldson, the Committee will consider appropriate criteria, including current or recent experience as a Chairman of a Board, CEO or other senior management, business expertise, and diversity factors. Diversity is meant to be interpreted broadly. It includes race, gender, and national origin and also includes differences of professional experience, global experience, education, and other individual qualities and attributes. The Committee also will consider general criteria such as independence, ethical standards, a proven record of accomplishment, and the ability to provide valuable perspectives and meaningful oversight. Periodically, the Committee will work with one or more search firms to assist in identifying qualified director candidates. Candidates recommended by stockholders are evaluated in accordance with the same criteria as other candidates and recommendations should be submitted by following the same procedures as required to formally nominate a candidate.

Our Bylaws provide that if a stockholder proposes to nominate a candidate at the Annual Meeting of Stockholders, the stockholder must give written notice of the nomination to our Secretary in compliance with the applicable deadline for submitting stockholder proposals for the applicable Annual Meeting. The stockholder's notice must set forth as to each nominee all information relating to the person whom the stockholder proposes to nominate that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended thereunder (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected). No stockholders submitted director nominations in connection with this year's meeting.

Executive Sessions and Evaluations

Our independent directors meet in executive session without management present at each Board meeting. Likewise, all Board Committees regularly meet in executive session without management. The Board and each Committee conducted an evaluation of its respective performance in fiscal 2020.

Communications with Directors

The Company's compliance helpline is in place for our employees and others to direct their concerns to the Audit Committee, on a confidential and anonymous basis, regarding accounting, internal accounting controls, and auditing matters.

In addition, we have adopted procedures for our stockholders, employees, and other interested parties to communicate directly with the members of our Board. You may communicate by writing to the Chairman of the Board, the Chair of the Audit Committee, the Chair of the Corporate Governance Committee, the Chair of the Human Resources Committee, the independent directors as a group, or the full Board, in the care of the office of the Secretary, Donaldson Company, Inc., MS 101, P.O. Box 1299, Minneapolis, MN 55440-1299.

Written communications about accounting, internal accounting controls, and auditing matters should be addressed to the Chair of the Audit Committee. Please indicate if you would like your communication to be kept confidential from management. The procedures for communication with the Board also are posted on our Investor Relations website, ir.donaldson.com, under Corporate Governance - Governance Documents.

Audit Committee Expertise

In addition to meeting the independence requirements of the NYSE and the SEC, all members of the Audit Committee have been determined by the Board to meet the financial literacy requirements of the NYSE's listing standards. The Board also has designated John Wiehoff and Andrew Cecere as Audit Committee financial experts as defined by SEC regulations.

Complaint-Handling Procedures

In accordance with federal law, the Audit Committee has adopted procedures governing the receipt, retention, and treatment of complaints regarding accounting, internal controls, and auditing matters. These procedures include a means for employees to submit concerns on a confidential and anonymous basis through the Company's compliance helpline.

21

DIRECTOR COMPENSATION

Annual compensation for our non-employee directors is designed to attract and retain highly qualified leaders and to align with the long-term interests of our stockholders. Our non-employee director compensation is comprised of board retainers, committee fees, and equity awards as defined under the Company's Compensation Plan for Non- Employee Directors ("Non-Employee Director Plan"). Additionally, our non-employee directors are subject to a stock ownership requirement equal to $400,000 and the ownership requirement must be achieved within five years of their election as a director. As of the end of fiscal 2020, each non-employee director who had been a director for five years had met his or her ownership requirement.

Director Compensation Process

The Human Resources Committee assisted the Board in providing oversight on non-employee director compensation by engaging an independent executive compensation consultant to provide counsel on leading pay practices and governance.

As an independent executive compensation consultant, Willis Towers Watson assisted the Human Resources Committee in the review of fiscal 2020 non-employee director compensation. The analysis was based on competitive market data from an established peer group of companies that was used for the executive compensation review for fiscal 2020 (see the Benchmarking section of the Compensation Discussion and Analysis for additional details on our peer group).

Overall, the review indicated that our non-employee director compensation program is competitive to market and no adjustments were made to the existing program.

Director Compensation Program Elements

The non-employee director compensation program is comprised of annual retainers, annual equity awards, committee member retainers, and committee chair premiums as highlighted below:

Board Membership Compensation

Fiscal 2020

Annual Board Retainer

$58,000

Annual Equity Value

$140,000

Annual Committee Member Retainers

Audit Committee Member

$12,000

Human Resources Committee Member

$5,000

Corporate Governance Committee Member

$5,000

Annual Committee Chair Premiums (1)

Audit Committee Chair

$10,000

Human Resources Committee Chair

$10,000

Corporate Governance Committee Chair

$10,000

Lead Director Annual Retainer

$25,000

______________

  1. Annual Committee Chair Premium is incremental to the Annual Committee Member Retainers.

Annual Board Retainer

Non-employee directors receive an annual retainer that is typically processed on the first business day following January 1st when the NYSE is open for trading. Effective January 2020, no portion of the annual retainer was automatically remitted to a deferred stock account. All directors receive retainer payments in cash unless a director elects, prior to the year the retainer is paid, to defer all or a portion into the Non-Employee Director Plan. Effective January 1, 2021, annual retainers will be paid quarterly. Our non-employee director compensation has a higher pay mix in equity versus cash. As a result, we do not believe any portion of the annual retainer needs to be automatically deferred.

22

New non-employee directors appointed to the Board during the fiscal year will receive a prorated annual retainer based on the effective date of the director's election to the Board.

Annual Equity Awards

Non-employee directors receive annual equity awards on the first business day following January 1st of each year. The total equity value is divided equally between stock option and restricted stock unit awards. A new non- employee director appointed to the Board during the fiscal year will receive a prorated equity value based on the number of completed months served on the Board for that year.

Stock Options

A stock option award represents 50% of each non-employee director's total annual equity value. The number of stock options is calculated using the Black Scholes methodology. Each stock option award has a ten-year term and vests over a three-year period in one-third increments beginning on the first anniversary of the grant date.

Restricted Stock Units

A restricted stock unit ("RSU") award represents 50% of each non-employee director's total annual equity value. The number of RSUs is determined based on the award value divided by the closing stock price on the date of grant. Directors receive dividend equivalent units with any quarterly dividends paid on the Company's common stock. Each RSU award, together with any associated dividend equivalent units, cliff vests 100% on the first anniversary of the grant date.

Deferred Compensation

The Company sponsors a non-qualified deferred compensation plan, as part of the Non-Employee Director Plan, that permits our directors to defer their annual retainers in one or more of the following methods:

  • In cash on a deferred basis (deferred cash account); or
  • In Company stock on a deferred basis (deferred stock account).

Any deferred amount will accrue interest equal to the ten-year Treasury Bond rate. The amounts in a deferred stock account will be credited with any quarterly dividends paid in the Company's common stock. The Company contributes shares in an amount equal to the deferred stock accounts to a trust and a director is entitled to direct the trustee to vote all shares allocated to the director's account. The common stock will be distributed to each director following retirement from our Board pursuant to the director's deferral payment election. The trust assets remain subject to the claims of the Company's creditors and are governed by the terms and conditions outlined in the trust agreement.

23

Fiscal 2020 Director Compensation

The following table outlines the compensation earned by our non-employee directors for the fiscal year ended on July 31, 2020.

Fees Earned or

Stock

Option

Total

Name

Paid in Cash (1)

Awards (2)(3)

Awards (4)

($)

($)

($)

($)

Andrew Cecere

70,000

69,576

69,743

209,319

Pilar Cruz

46,600

93,000

69,743

209,343

Michael J. Hoffman

73,000

69,576

69,743

212,319

Douglas A. Milroy

75,000

69,576

69,743

214,319

Willard D. Oberton

78,000

89,579

69,743

237,322

James J. Owens

68,000

69,576

69,743

207,319

Ajita G. Rajendra

-

137,587

69,743

207,330

Trudy A. Rautio

-

144,602

69,743

214,345

John P. Wiehoff

-

149,588

69,743

219,331

  1. This column shows the portion of the annual retainer for Committee Chairs and members of a Board Committee for fiscal 2020 that each director has elected to receive in cash. Each director had the option to elect this amount in cash, deferred cash, or a deferred stock award.
  2. This column represents the aggregate grant date fair value of deferred stock awards and RSUs granted during fiscal 2020 computed in accordance with FASB ASC Topic 718. The grant date fair value of deferred stock awards and RSUs is equal to the closing price of a share of the Company's common stock on the date of grant. The deferred stock awards are comprised of all or a portion of compensation that the directors elected to defer in stock. Also included here are the 1,200 RSUs as part of the annual equity grant. The following table specifies the number of deferred stock awards and RSU awards granted on January 2, 2020 along with the grant date fair value of each award based on the closing market price of the stock on the grant date.

Deferred

Restricted

Grant Date

Name

Stock Awards

Stock Units

Fair Value

(#)

(#)

($)

Andrew Cecere

-

1,200

57.98

Pilar Cruz

404

1,200

57.98

Michael J. Hoffman

-

1,200

57.98

Douglas A. Milroy

-

1,200

57.98

Willard D. Oberton

345

1,200

57.98

James J. Owens

-

1,200

57.98

Ajita G. Rajendra

1,173

1,200

57.98

Trudy A. Rautio

1,294

1,200

57.98

John P. Wiehoff

1,380

1,200

57.98

(3) As of July 31, 2020, each of the non-employee directors had the following deferred stock awards and 1,211 RSUs outstanding:

Deferred

Name

Stock Awards

(#)

Andrew Cecere

2,550

Pilar Cruz

1,740

Michael J. Hoffman

29,214

Douglas A. Milroy

1,445

Willard D. Oberton

14,212

James J. Owens

4,085

Ajita G. Rajendra

19,377

Trudy A. Rautio

9,854

John P. Wiehoff

51,476

  1. This column shows the aggregate grant date fair value of the stock option award granted during fiscal 2020 to our non-employee directors computed in accordance with FASB ASC Topic 718. Refer to Note 10 of the Consolidated Financial Statements in our

24

Annual Report on Form 10-K for fiscal 2020 for our policy and assumptions made in the valuation of share-based payments. A stock option award of 5,600 options was granted to each non-employee director on January 2, 2020, the grant date as defined in the Non- Employee Director Plan. The exercise price for these options was the closing market price of the stock on the grant date.

As of July 31, 2020, each of the non-employee directors had the following number of stock options outstanding:

Name

Exercisable

Unexercisable

Andrew Cecere

67,567

12,333

Pilar Cruz

7,400

12,700

Michael J. Hoffman

107,167

12,333

Douglas A. Milroy

32,967

12,333

Willard D. Oberton

92,767

12,333

James J. Owens

74,767

12,333

Ajita G. Rajendra

107,167

12,333

Trudy A. Rautio

52,567

12,333

John P. Wiehoff

92,767

12,333

25

EXECUTIVE COMPENSATION

Compensation Committee Report

The Human Resources Committee ("HR Committee") of the Board, acting in its capacity as the Compensation Committee of the Company, has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the HR Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended July 31, 2020.

Submitted by the Human Resources Committee

Michael J. Hoffman, Chair

Douglas A. Milroy

James J. Owens

Ajita G. Rajendra

26

Compensation Discussion and Analysis

Summary

The Compensation Discussion and Analysis provides information on the Company's executive compensation program and key elements of compensation awarded for fiscal 2020 to the following Named Executive Officers ("NEOs") whose compensation is reported in the Summary Compensation Table on page 38:

Tod E. Carpenter, Chairman, President and Chief Executive Officer ("CEO")

Scott J. Robinson, Senior Vice President and Chief Financial Officer ("CFO")

Thomas R. Scalf, Senior Vice President, Engine Products

Jeffrey E. Spethmann, Senior Vice President, Industrial Products

Amy C. Becker, Vice President, General Counsel and Secretary

This Compensation Discussion and Analysis should be reviewed in conjunction with the tables and narratives that follow it.

Executive Compensation Program Principles

The HR Committee establishes and administers the Company's compensation program for its executive officers ("Officers"). Our executive compensation program is designed to support the Company's objective of creating long- term value through increasingly strong total return to stockholders. The key principles of the executive compensation strategy include:

  • Aligning compensation to financial measures that balance both the Company's annual and long-term financial results
  • Providing significant portions of total compensation in variable, performance-based programs to focus the attention of our Officers on driving and increasing stockholder value
  • Setting target total direct compensation based on an established proxy peer group (as recommended by an independent compensation consultant) and published market survey data
  • Establishing high stock ownership requirements for our Officers
  • Providing competitive pay, which enables us to attract, retain, reward, and motivate top leadership talent by generally setting compensation elements around the median of the peer group data and size-adjusted general industry survey data

The HR Committee believes the executive compensation program is a critical element for attracting and retaining a strong executive leadership team. The HR Committee also believes that the program design balances revenue and profit in a way that has contributed to the Company's long history of delivering consistently strong return on invested capital.

Fiscal 2020 Performance Highlights

We made further progress on our strategic and operational priorities in fiscal 2020, despite significant economic headwinds in the second half of the year related to the COVID-19 pandemic. Our team showed incredible resilience, flexibility and agility as we navigated the complexities created by the pandemic and remained focused on those things under our control: expanding into new and strategically important markets, implementing optimization initiatives to increase gross margin, managing expenses and maintaining a strong financial position. These actions mitigated the impact of the pandemic on our key financial metrics; however, fiscal 2020 results were below the targets we established for our Officers' incentive programs. The below graphs summarize the actual results versus the respective targets. Additional details, including pertinent adjustments, are provided beginning on page 31.

27

  • Our targets for net sales, EPS and ROI were established as a range with the midpoints reflected above. ** Refer to the Annual Incentive section for more information.

A notable portion of the variance between our actual and target performance across key financial metrics are attributed to the COVID-19 pandemic. Sales performance in the second half of fiscal 2020, which includes the periods affected by COVID-19, were significantly below the prior year and financial target. Our new equipment and first-fit businesses experienced the most pressure as production slowed or halted at many of our customers' facilities. As expected, our diverse business model moderated the pace of sales decline, with replacement parts and strategically important businesses in new markets performing better than the Company average. Further, we mitigated the impact from lower sales on our earnings and return metrics with improvement in gross margin, due in part to our profit-improvement initiatives, combined with disciplined control of operating expenses. We ended the year in a strong financial position with our net-debt-to-EBITDA (earnings before interest, taxes, depreciation, and amortization) leverage ratio in line with our long-term target.

During fiscal 2020, we continued to advance our strategic growth priorities by expanding our technologies and solutions and extending our market access. For example, we invested in people and tools to gain share in China and highly technical markets related to food and beverage and venting solutions. We launched a new connected solution offering in our dust collection business and expanded our business related to digital sensors and indicators for filters on diesel engines. Fiscal 2020 was the last in a three-year period of elevated capital expenditures related to capacity expansion, manufacturing and supply chain optimization, IT enhancements and a new Material Research Center for Research and Development. We believe the progress we made on our strategic initiatives in fiscal 2020 positions us well for executing our plans to drive long-term profitable growth.

In addition to investing for future growth, we maintained our commitment to returning cash to shareholders through dividends and share repurchases. We paid dividends of approximately 106 million during fiscal 2020, an increase from approximately $100 million in fiscal 2019. We have paid a quarterly dividend for more than 65 years and we were added to the S&P High-Yield Dividend Aristocrat Index in January 2016 after 20 years of consecutive annual increases. We also invested $94 million to repurchase 1.6 percent of outstanding shares in fiscal 2020. In total, we returned approximately $200 million to shareholders during fiscal 2020.

We are guided by our Company purpose of Advancing Filtration for a Cleaner World, which continues to support our commitment to delivering strong returns and creating value for our stockholders.

2019 Say-on-Pay Results and Future Say-on-Pay Votes

A non-binding advisory vote regarding Say-on-Pay at the Company's 2019 annual stockholder meeting resulted in 97% of shares cast in favor of our executive compensation for the NEOs. The HR Committee believes that this strong support by stockholders reinforces our executive compensation philosophy and the structure of our program, and confirms that it is in alignment with the long-term interests of our stockholders.

Benchmarking

The HR Committee assists the Board in providing oversight on executive compensation. The HR Committee reviews and approves our overall executive compensation philosophy, strategy, and policies. As part of the annual review and approval of all compensation for our Officers, the HR Committee takes into account competitive market analysis and recommendations by our CEO and Human Resources Department, and the independent compensation consultant. For more information on the HR Committee, refer to the Corporate Governance - Human Resources Committee section of this Proxy Statement.

28

Compensation Consultant

The HR Committee has the authority to retain an independent compensation consultant to assist in the analysis of our executive compensation program. The HR Committee is also assisted in performing its duties by our Human Resources Department and seeks input from the CEO on compensation recommendations for the CEO's direct reports. The HR Committee engaged Willis Towers Watson as its executive compensation consultant to advise the HR Committee on matters related to executive compensation for our Officers.

Willis Towers Watson disclosed to the HR Committee other services it provides to the Company, including being engaged by management as the Company's benefits broker since 2015 (breakout of services provided by Willis Towers Watson is included on page 19). In assessing the independence of Willis Towers Watson, the HR Committee considered the factors contained in the applicable SEC and NYSE rules, including the amount and nature of the additional consulting work provided to the Company, and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the HR Committee.

Competitive Market

The HR Committee considers a competitive market assessment when establishing executive compensation programs. The annual review entails an evaluation of pay practices and benchmarking of base salary, target annual and long-term incentives, and target total direct compensation for our Officers. The market study conducted by Willis Towers Watson included competitive market 25th, 50th and 75th percentile data for all Officers. Willis Towers Watson reviewed fiscal 2020 Officer compensation recommendations made by management and participated in discussions at the July and September 2019 HR Committee meetings regarding those recommendations.

The onset of the COVID-19 global pandemic has impacted many businesses across different industries. Given the uncertainty of the economic environment and our continuous commitment to proactively manage operating expenses, total direct compensation for all Officers of the Company will remain unchanged for the foreseeable future and may be reevaluated later in fiscal 2021 based on business conditions.

Company Peer Group

For benchmarking purposes, the HR Committee established a list of peer companies ("Peer Group") based on size and complexity comparable to Donaldson. The Peer Group was reviewed and updated in January 2018 following the process outlined below:

  • Identified potential peer companies by assessing Donaldson's current peer group, companies naming Donaldson as a peer, and ISS and Glass Lewis selected peers; and
  • Conducted an analysis that focused on our size and complexity. The list of peer companies was further refined based on an analysis of the peers of our peers, revenue comparisons, industry considerations and other scope criteria such as global footprint.

The current Peer Group was used to benchmark fiscal 2020 compensation for our Officers.

Peer Group

A. O. Smith Corporation

Lincoln Electric Holdings, Inc.

AMETEK, Inc.

Modine Manufacturing Co.

Briggs & Stratton Corporation

Nordson Corporation

Colfax Corporation

Polaris Inc.

Crane Company

Regal-Beloit Corporation

Enerpac Tool Group Corp. (formerly Actuant Corporation)

Rexnord Corporation

Flowserve Corporation

Snap-On Inc.

Graco Inc.

SPX Corporation

Hubbell Inc.

The Timken Company

IDEX Corporation

The Toro Company

ITT Inc.

Watts Water Technologies, Inc.

Kennametal Inc.

Woodward, Inc.

Executive compensation information for the Peer Group is limited to individuals identified in those company filings whose positions may or may not correspond to the roles held by, and responsibilities of, our Officers. Therefore, our Peer Group information is not the only source of data the HR Committee utilizes to determine compensation for our Officers. The HR Committee also uses survey data provided by Willis Towers Watson for positions where Peer Group compensation information is insufficient.

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Executive Compensation Program Elements

The primary elements of our executive compensation program consist of base salary, annual cash incentive, long- term incentives, and benefits. The HR Committee believes each compensation element is supported by the principles described in the Executive Compensation Program Principles section. The following table provides a high-level overview of each element:

Element

Description

Purpose

Base Salary

A fixed amount of compensation, paid

Provides a market competitive pay level for

in cash.

each Officer based on position, scope of

responsibility, individual performance, and

sustained performance.

Fixed

Pay

Benefits

Benefits package includes, but is not

limited to, medical, dental, vision, life,

accident, disability insurance, and

qualified and non-qualified retirement

plans.

Perquisites

Executive physical assessment.

Provides competitive benefits and the opportunity for employees to save for retirement. All employees qualify for the same benefits except for the non-qualified plans, which are available to individuals with earnings above the IRS annual compensation limit.

Provides a holistic preventative approach to health management for our key leadership team to minimize disruption to the Company and protect the interest of our stockholders.

Annual Cash

A performance-based, annual incentive

Incentive

that is payable in cash based on

achievement of key pre-determined

financial goals for the applicable fiscal

year financial plan as approved by the

Company's Board.

Rewards Officers for their contributions toward the Company's and business units' achievement of specific goals. This element focuses attention on the Company's actual financial performance and represents approximately one-fifth to one- third of the performance-based variable component of total compensation.

Stock Options

Awards are time-based and vest ratably

(Long-Term

over three years beginning on the first

Incentives)

anniversary of grant date.

Awards are granted annually and

represent 50% of the total long-term

incentive value.

Aligns the interests of our Officers with those of our stockholders.

Long-Term

Performance-based awards payable in

Compensation

shares of common stock based on

Performance

Plan (Long-Term

achievement of predetermined three

Incentives)

fiscal-year financial goals.

-Based Pay

Awards are granted annually and

represent 50% of the total long-term

incentive value.

Aligns a significant portion of each Officer's compensation to deliver long-term financial goals, encourages focus on long-term Company and business unit performance, and promotes retention.

Restricted Stock

Awards are not part of the Officers'

(Long-Term

annual total compensation package

Incentives)

and are granted on a discretionary

basis based on business needs.

The HR Committee may grant a RSU

award as part of the hiring of a new

Officer, in recognition of a significant

change in roles and responsibilities for

an Officer, or as a retention vehicle for

a current Officer.

Awards generally vest over three years

in one-third increments.

Aligns the interests of our Officers with those of our stockholders.

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Compensation Mix at Target

It is a key principle of our executive compensation program that a significant portion of an Officer's compensation is performance-based, and the performance-based compensation is proportionally increased based on position level in the Company. Our performance-based awards consist of the annual cash incentive and long-term incentives. Below is the compensation mix at target awarded by the HR Committee for fiscal 2020:

The Company's financial results directly drive the actual total direct compensation paid to our NEOs. Based on fiscal 2020 Company performance, actual total direct compensation earned for the year was below the target levels established for our NEOs.

Fiscal 2020 Total

Fiscal 2020 Performance-

Based Incentive Plan Payout

Direct Compensation (TDC)

Achievement

Target TDC (1)

Actual TDC (2)

Actual as % of

Annual

Long-Term

Name

Incentive

Compensation

($)

($)

Target TDC

Plan (3)

Plan (4)

Tod E. Carpenter

5,834,039

5,305,087

91%

23%

111.2%

Scott J. Robinson

1,827,030

1,626,143

89%

23%

111.2%

Thomas R. Scalf

1,458,475

1,333,266

91%

35%

111.2%

Jeffrey E. Spethmann

1,432,892

1,277,654

89%

23%

111.2%

Amy C. Becker

1,180,862

1,050,864

89%

23%

111.2%

_______________

  1. Target TDC consists of base salary, target annual cash incentive for fiscal 2020, grant date fair value for the LTCP award for the three- year period ended July 31, 2020, and the grant date fair value of the annual stock option award for fiscal 2020.
  2. Actual TDC consists of earned base salary, annual cash incentive earned for fiscal 2020, LTCP award payout value (based on July 31, 2020 closing stock price) for the three-year period ended July 31, 2020, and the grant date fair value of the annual stock option award for fiscal 2020.
  3. Below target payout based on financial performance for fiscal 2020. Refer to our Annual Incentive section for additional information.
  4. Above target payout based on financial performance for fiscal 2018-2020. Refer to the Long-Term Incentives section for additional information.

31

Base Salary

The HR Committee reviews Officers' base salaries annually and may adjust them based on market competitiveness and individual performance. The following table outlines fiscal 2020 base salary increases for our NEOs as approved by the HR Committee based on a market analysis completed by Willis Towers Watson.

Name

Fiscal 2020

Fiscal 2019

Increase

Fiscal 2020 Competitive Market

Base Salary

Base Salary

%

Positioning

Tod E. Carpenter

$1,000,000

$975,000

2.6%

Within a reasonable competitive range

Scott J. Robinson

$520,000

$500,000

4.0%

Within a reasonable competitive range

Thomas R. Scalf

$470,000

$460,000

2.2%

Within a reasonable competitive range

Jeffrey E. Spethmann

$455,000

$440,000

3.4%

Within a reasonable competitive range

Amy C. Becker

$415,000

$405,000

2.5%

Within a reasonable competitive range

Annual Incentive

Each year, the HR Committee leverages competitive market data to establish the annual cash incentive target opportunities for Officers and to set the target incentive opportunities as a percentage of base salary. For fiscal 2020, the individual incentive target opportunity for our NEOs ranged from 60% to 115% of base salary.

Under our annual cash incentive plan, potential payouts range from 0% to 200% of the target incentive opportunity based on financial performance achievements at fiscal year-end.

Performance Goals. Our annual incentive program for Officers is based on three financial measures: EPS, net sales, and return on investment (ROI). All performance measures and associated goals are approved by the HR Committee each year based on the Company's Board-approved financial plan for the applicable fiscal year. For fiscal 2020, the HR Committee established a performance target range of ±1% of the net sales target measure. This is consistent with the approach established in prior years since the HR Committee recognized the volatility of market conditions and multiple variables involved in creating the business plan. Corporate EPS and ROI were also established with a performance range at 100% of the target incentive payment. The target range setting approach provided flexibility in plan design as a result of the externalities influencing budgeting and forecasting accuracy. The HR Committee also established performance threshold and maximum levels for all measures.

Annual incentive awards for Officers with corporate responsibility (Mr. Carpenter, Mr. Robinson, and Ms. Becker) are based on the Company's overall financial results. The annual incentive awards for Officers with business segment responsibility (Mr. Scalf and Mr. Spethmann) are based on the Company's overall diluted EPS and their specific business segment results for net sales and ROI.

For fiscal 2020, our annual incentive plans for Officers were reviewed and approved by the HR Committee at its September 2019 meeting. The plan provided that incentive targets and achievement can exclude items related but not limited to changes in tax laws, accounting rule changes, and acquisitions if approved by the HR Committee.

The table below describes performance targets and actual results for fiscal 2020 overall Company performance measures. We concluded the fiscal year with payouts ranging from 23% to 35% of target for the NEOs.

32

Fiscal 2020 Performance

Weighting

Threshold

Target

Maximum

Actual

Payout

Measures (1)

Scheme

(5)

Company Net Sales - Incentive

30%

$2.601 billion

$2.861 billion -

$3.179 billion

$2.582 billion

0%

$2.919 billion

Company Diluted EPS - Incentive (2)

50%

$1.96

$2.31 - $2.34

$2.69

$2.00

46.86%

Company ROI - Incentive

20%

15.5%

17.2% - 17.4%

19.1%

14.9%

0%

Engine Net Sales - Incentive (3)

30%

$1.727 billion

$1.900 billion -

$2.111 billion

$1.727 billion

40.14%

$1.938 billion

Engine ROI - Incentive (3)

20%

18.1%

20.1%

22.1%

17.4%

0%

Industrial Net Sales - Incentive (4)

30%

$0.874 billion

$0.962 billion -

$1.068 billion

$0.854 billion

0%

$0.981 billion

Industrial ROI - Incentive (4)

20%

17.3%

19.2%

21.1%

16.0%

0%

_______________

  1. The HR Committee defined Diluted EPS-Incentive as GAAP diluted EPS and defined ROI-Incentive as net earnings divided by average capital during the period.
  2. The Company Diluted EPS - Incentive measure applied to all of the Officers.
  3. Mr. Scalf's fiscal 2020 annual cash incentive plan was tied to Engine Net Sales - Incentive and Engine ROI - Incentive.
  4. Mr. Spethmann's fiscal 2020 annual cash incentive plan was tied to Industrial Net Sales - Incentive and Industrial ROI - Incentive.
  5. Represents payout results prior to applying the respective weighting for each measure.

Calculation Methodology. For each performance measure, a payout multiplier from 0% to 200% of target incentive amount is based on the level of achievement. The overall calculation methodology and payout design are illustrated below.

Target Incentive Award

Financial Performance Payout %

Amount

Annual

Target

Net Sales -

Diluted EPS -

ROI -

Incentive

Base

x

X

+

+

=

Payout

Salary

Incentive

Incentive

Incentive

Incentive

Percentage

Achievement

Achievement

Achievement

x

x

x

Payout

Payout

Payout

Scheme (1)

Scheme (1)

Scheme (1)

x

x

x

30%

50%

20%

Measure

Measure

Measure

Weighting

Weighting

Weighting

____________________

  1. 0% payout if achievement is below threshold performance
    40% of target incentive payout if achievement is at threshold performance
    100% of target incentive payout if achievement is at financial plan target performance 200% of target incentive payout if achievement is at maximum performance
    Payout will be interpolated when achievement level is between any of the predetermined performance levels outlined above.

33

Payouts. Based on the financial performance achievement level for fiscal 2020, actual payouts for our NEOs ranged from 23% to 35% of target. The overall annual incentive payment for each NEO is set forth below.

Name

Target Award as a % of

Target Award

Actual Payout

Base Salary

($)

($)

Tod E. Carpenter

115%

1,150,000

269,429

Scott J. Robinson

75%

390,000

91,371

Thomas R. Scalf

65%

305,500

108,363

Jeffrey E. Spethmann

65%

295,750

69,290

Amy C. Becker

60%

249,000

58,337

Long-Term Incentives

The long-term incentives plan design includes a mix of 50% performance-based awards and 50% non-qualified stock options, which are tied to our common stock to align the interests of our Officers to those of our stockholders. On an annual basis, the HR Committee determines the long-term incentive values for each Officer based on market data provided in the analysis prepared by Willis Towers Watson.

During fiscal 2020, the following long-term incentive awards were granted to our NEOs:

Long-Term

Stock Option

Name

Compensation Plan

Award

Award (Target Shares)

(Shares)

Tod E. Carpenter

38,900

178,600

Scott J. Robinson

9,700

44,600

Thomas R. Scalf

7,700

35,200

Jeffrey E. Spethmann

7,700

35,200

Amy C. Becker

5,400

24,700

The Long-Term Compensation Plan ("LTCP") awards for the fiscal 2020-2022 performance cycle (August 1, 2019 through July 31, 2022) were approved at the September 2019 HR Committee meeting. The annual stock option awards were granted on September 26, 2019, vest ratably over three years, and have an exercise price of $51.61, the closing stock price on the date of the grant.

Long-TermCompensation Plan. Our LTCP links a significant portion of the pay-at-risk component of our Officers' total compensation to the achievement of predetermined levels of the Company's long-term financial performance. The LTCP award represents approximately half of the total long-term incentive value. Each award measures performance over a three fiscal-year period, and a new three-year performance cycle is established annually. The payout is based on the attainment of predetermined financial performance goals with earning opportunities ranging from 0% to 200% of the target award value. This award is paid out in Company stock to further strengthen the alignment between the interests of our Officers and those of our stockholders.

Based on competitive market data, the HR Committee establishes new awards, including the financial performance objectives, the award matrix, and payout targets (the number of performance units), for our Officers annually. The target number of performance units is based on that award value divided by the Company's three-month weighted average closing stock price closest to the September HR Committee meeting.

The LTCP utilizes two performance measures that the HR Committee believes are key to the creation of stockholder value: growth in net sales and ROI. These targets are approved by the HR Committee at the beginning of each performance cycle based on a three-year growth projection. The HR Committee believes it is a key objective for the Company to maintain a certain level of ROI for our stockholders. The ROI threshold performance level must be achieved to deliver a payout. Therefore, a payout range between 10% and 50% of target is available based on achievement of predetermined threshold ROI results and below threshold attainment for net sales.

The LTCP performance measures and financial targets are approved by the HR Committee at the beginning of each performance cycle. The performance results may be subject to certain adjustments, depending on their materiality or otherwise as determined appropriate by the HR Committee. For the fiscal 2018-2020 performance cycle ended July 31, 2020, the Company ROI - Incentive result was adjusted for the impact of the Tax Cuts and Jobs Act of 2017 (the "Tax Act") and for the lease accounting rule change. The performance targets, actual results and payouts are set forth below:

34

Fiscal 2018-2020

Target

Actual

Payout

Performance Measures

Achievement

Company Net Sales - Incentive

$7,902,807

$8,160,820

111.2%

Company ROI - Incentive

17.2%

15.5%

The LTCP payouts are based on the position the NEO held at the beginning of the cycle and the length of time in that role. Target awards and actual payouts for the cycle ended July 31, 2020 for our NEOs were:

Fiscal 2018-2020 LTCP Cycle

Mr. Carpenter

Mr. Robinson

Mr. Scalf

Mr. Spethmann

Ms. Becker

Target Shares

37,700

9,400

6,500

6,500

5,400

Total Weighted Payout Achievement

111.2%

111.2%

111.2%

111.2%

111.2%

Actual Share Payout

41,922

10,453

7,228

7,228

6,005

Stock Options. The HR Committee grants non-qualified stock option awards to our Officers annually. Stock options represent approximately one-half of the long-term incentive value as approved by the HR Committee. Each stock option award has a ten-year term and vests over three years in one-third increments beginning on the first anniversary of the grant date. Stock options can provide compensation when they vest and the market price exceeds the exercise price, which is the market closing price on the date of the grant.

For stock options granted prior to fiscal 2011, awards provided to an Officer within the first five years of being named an Officer had a reload provision in which a new option grant was established upon exercise of the original grant. As of September 17, 2018, none of our Officers have outstanding awards with a reload provision.

Restricted Stock Units. Donaldson may grant restricted stock units (RSUs) to Officers on a limited basis in connection with a competitive hiring offer, recognition of a significant change in roles and responsibilities, and/or as a retention vehicle. RSU awards generally vest over three years in one-third increments beginning on the first anniversary of the grant date. Award recipients are eligible to accrue dividend equivalent units during the vesting period. All dividend equivalent units are subject to the same vesting condition as the underlying RSUs. None of the NEOs received a RSU award in fiscal 2020.

Benefits

We provide a competitive total rewards program to our Officers, including indirect compensation such as health and welfare benefits and retirement benefits. The following benefits are provided to our Officers.

Health and Welfare Benefits. Our U.S. Officers participate in the same health and welfare programs as all other Company U.S. salaried employees.

Retirement Benefits. Our U.S. Officers participate in the following retirement plans, which are provided to most other Company U.S. salaried employees:

  • Retirement Savings and Employee Stock Ownership Plan is a defined contribution plan designed to meet the requirements of a qualified plan under ERISA and the Internal Revenue Code and to encourage our employees to save for retirement. All U.S. employees are eligible to participate in this plan. Eligible participants can contribute up to 50% of their total cash compensation (within the IRS annual deferral limits) on a pretax or after-taxbasis. Most participants are eligible for a Company match and an annual Company contribution. The Company match is 100% of the first 3% of compensation that a participant contributes plus 50% of the next 2% of compensation that a participant contributes. The Company annual contribution equals 3% of a participant's total compensation.
  • Salaried Employees' Pension Plan is a defined benefit pension plan that provides retirement benefits to eligible U.S. employees through a cash balance benefit. It is designed to meet the requirements of a qualified plan under ERISA and the Internal Revenue Code. See the Pension Benefits Table and narrative for more information on this plan. Effective August 1, 2016, employees no longer accrue Company contribution credits under the plan.

Executive Benefits. The Company also provides the following benefit plans to our Officers to compete for key executive talent:

  • Deferred Compensation and 401(k) Excess Plan
  • Excess Pension Plan (as of August 1, 2016, employees no longer accrue Company contribution credits)

35

For details on these plans, refer to the Pension Benefits Table and narrative and the Non-Qualified Deferred Compensation Table and narrative.

Perquisites

We provide the following benefits to our Officers to enhance competitive advantage for the organization as well as to minimize business disruptions.

Executive Education. Select Officers leading major business segments or functions are eligible for selection to participate in an advanced management program as an important tool to further develop top leadership talent. Executive education offers our Officers comprehensive training and enhances knowledge that can be translated into new organizational capabilities. This type of leadership development is also aimed at fostering employee engagement and increasing our talent pipeline.

Executive Physical. All Officers are eligible for an annual executive physical with an approximate value of $5,000 to cover a health and wellness assessment. The purpose of this program is to provide our key leadership team with a holistic preventative approach to health management to minimize disruption to the Company and protect the interest of our stockholders.

Except for these annual executive physical and executive education programs, we do not offer any other perquisites to executives that are not available to our employees.

Change in Control Agreements

The Company has entered into a "double trigger" Change in Control Agreement ("CIC Agreement") with each of our Officers. Other than the CIC Agreements, we do not have any employment contracts with our NEOs. The change in control arrangements are designed to:

  • Allow our Officers to take actions in the best interests of our stockholders without the personal distraction that could arise in connection with an anticipated or actual change in control
  • Provide for a stable work environment by alleviating the financial impact of termination of employment
  • Assure that we will have the continued dedication of our Officers by diminishing the loss of key leaders that may occur as a result of personal uncertainties and risks

Additional information regarding our CIC Agreement is provided in the "Potential Payments Upon Termination or Change in Control" section beginning on page 46.

Executive Incentive Compensation Clawback Policy

In July 2019, the Company formalized and adopted its current clawback policy. All annual and long-term incentive awards held by Officers are subject to forfeiture and/or recoupment in the event of a financial restatement due to material noncompliance of the Company with financial reporting requirements or if the HR Committee determines that the executive officer has engaged in certain misconduct in accordance with the terms of the policy.

Stock Ownership Requirements

The HR Committee has established above-market stock ownership requirements for our Officers. This requirement links a significant portion of their personal holdings to the Company's long-term success and further aligns Officers' interests to those of our stockholders. The stock ownership is defined based on common market practice by our peer group and companies of similar size. Our requirement levels remain unchanged from the prior year.

Position

Donaldson Stock Ownership

Common Market Practice on

Requirement

Stock Ownership Requirement

CEO

10 times base salary

5 times base salary

CFO & Senior Vice Presidents

5 times base salary

3 times base salary

Vice Presidents

3 times base salary

1 time base salary

36

The HR Committee defines ownership as follows:

  • All shares of Company stock owned by an Officer;
  • Unvested restricted stock less assumed tax withholding rate; and
  • In-the-moneyvested (unexercised) stock options less the exercise cost and assumed tax withholding rate. In-the-money stock options are included to ensure that our Officers are provided with the greatest upside potential and downside accountability to our stock price.

Officers are expected to meet their ownership requirement within five years of being named an Officer for one of the position levels outlined above. As of the end of fiscal 2020, the NEOs with at least five years in their position have satisfied their stock ownership requirement, except for Mr. Scalf. Mr. Scalf recently reached five years and was impacted by the decline in our stock price as a result of the economic downturn caused by the COVID-19 global pandemic.

Stock ownership progress for other Officers still in their first five years has also been effected by the recent global economic performance. All Officers are committed to and will continue to make progress in achieving their stock ownership requirements.

Stock Hedging and Pledging Policy

The Company's Hedging and Pledging Policy prohibits the Company's directors and Officers from engaging in a hedge of Company stock, which includes any instrument or transaction through which the director or Officer offsets or reduces exposure to the risk of price fluctuations in Company stock. The policy does not restrict hedging by non- Officer employees or by designees of directors or Officers, or hedging securities indirectly owned. The policy also prohibits pledges of Company stock (e.g., as collateral for a loan or by holding Company securities in a margin account) by directors or Officers.

Tax Considerations

Section 162(m) of the Internal Revenue Code imposes a limit of $1 million in compensation per year on the amount public companies may deduct with respect to certain executive officers. Prior to the Tax Act, the Company was able to deduct most of its performance-based executive compensation pursuant to an exception that was repealed by the Tax Act. While the Tax Act significantly reduces the amount of compensation we can deduct under Section 162(m), our performance-based programs remain central to our compensation program and the HR Committee continues to believe that stockholder interests are best served if its discretion and flexibility in structuring and awarding compensation is not restricted even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expense to the Company.

The HR Committee designs and administers our equity compensation, our non-qualified deferred compensation, and CIC Agreements to be in compliance with Section 409A, the federal tax rules affecting non-qualified deferred compensation.

Compensation Risk Analysis

The Company has reviewed and assessed the risks arising from its compensation plans. We determined that our compensation programs, policies, and practices for our employees are not likely to have a material adverse effect on the Company. In making this determination, we took into account the compensation mix for our employees along with the various risk control features of our programs, including balanced performance targets, stock ownership guidelines, and appropriate incentive caps.

37

Summary Compensation Table

The following table summarizes compensation awarded to or earned by individuals who served as Chief Executive Officer and Chief Financial Officer during fiscal 2020 and each of the other three most highly compensated Officers who served in such capacities as of July 31, 2020.

Change in

Pension

Non-Equity

Value and Non-

Qualified

Stock

Option

Incentive

Deferred

All Other

Salary (1)

Plan

Compensation

Total

Name and Principal Position

Year

Awards (2)

Awards (3)

Compensation (4)

Earnings (5)

Compensation (6)

($)

($)

($)

($)

($)

($)

($)

Tod E. Carpenter

2020

1,033,654

2,007,629

1,975,495

269,429

83,788

113,234

5,483,229

Chairman, President and

2019

970,192

2,293,155

2,069,541

673,215

85,893

178,392

6,270,388

Chief Executive Officer

2018

942,308

1,712,711

1,502,426

1,598,571

8,872

173,065

5,937,953

Scott J. Robinson

2020

536,154

500,617

493,321

91,371

-

142,530

1,763,993

Senior Vice President and

2019

491,923

589,335

514,098

235,390

-

47,067

1,877,813

Chief Financial Officer

2018

451,539

427,042

375,357

490,432

-

46,207

1,790,577

Thomas R. Scalf

2020

486,154

397,397

389,347

108,363

134,389

47,189

1,562,839

Senior Vice President,

2019

456,154

466,800

406,006

153,770

108,022

144,533

1,735,285

Engine Products

2018

437,254

295,295

257,559

417,757

-

64,361

1,472,226

Jeffrey E. Spethmann

2020

469,615

397,397

389,347

69,290

17,332

48,025

1,391,006

Senior Vice President,

2019

432,308

466,800

406,006

196,863

14,436

59,422

1,575,835

Industrial Products

2018

395,808

295,295

257,559

402,021

-

53,693

1,404,376

Amy C. Becker

2020

429,038

278,694

273,207

58,337

80,861

41,178

1,161,315

Vice President, General

2019

401,250

326,760

284,731

139,822

67,774

57,569

1,277,906

Counsel and Secretary

2018

380,109

245,322

214,632

294,856

-

49,243

1,184,162

_____________

  1. This column represents base salary earned by the NEOs for the reported fiscal years. The amounts reflect any applicable cash compensation deferred at the election of the NEOs under the Deferred Compensation and 401(k) Excess Plan. For more information on the Deferred Compensation and 401(k) Excess Plan, see the Non-Qualified Deferred Compensation section.
  2. This column represents the aggregate grant date fair value of performance-based stock awards granted during the fiscal year under our Long-Term Compensation Plan for our NEOs and does not reflect compensation actually received by the NEOs. The performance award grant date fair value is based on the outcome of the performance conditions at the target payout under each award included in the column. The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. Assuming achievement of the maximum 200% of target performance, the value of the Long-Term Compensation Plan awards for the fiscal 2020-2022 cycle would be: Mr. Carpenter, $4,015,258 Mr. Robinson, $1,001,234; Mr. Scalf, $794,794; Mr. Spethmann, $794,794; and Ms. Becker, $557,388.
    Refer to Note 10 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2020 for our policy and assumptions made in the valuation of share-based payments.
  1. This column represents the aggregate grant date fair value of stock option awards granted during the fiscal year under the Company's 2010 Master Stock Incentive Plan. These amounts were calculated in accordance with FASB ASC Topic 718. Refer to Note 10 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2020 for our policy and assumptions made in the valuation of share-based payments. The grant price for annual stock option awards was the closing stock price on the date of grant.
  2. This is the amount earned under our Annual Cash Incentive Plan as described in the Compensation Discussion and Analysis. Our NEOs can elect to defer all or a portion of their annual cash incentive to the Deferred Compensation and 401(k) Excess Plan.
  3. This column includes the annual change, if positive on an aggregate basis, in the value of our NEOs' pension benefits for the following plans:
    • Salaried Employees' Pension Plan
    • Excess Pension Plan

38

  1. The All Other Compensation amounts for fiscal 2020 included the following:

Restricted

Retirement

Life

Stock

Executive

Other (d)

Total

Name

Contributions (a)

Insurance (b)

Dividend

Physical

(c)

($)

($)

($)

($)

($)

($)

Tod E. Carpenter

105,079

3,701

-

4,454

-

113,234

Scott J. Robinson

52,693

1,290

6,300

247

82,000

142,530

Thomas R. Scalf

44,278

1,290

-

1,621

-

47,189

Jeffrey E. Spethmann

46,070

1,955

-

-

-

48,025

Amy C. Becker

37,722

2,412

-

1,044

-

41,178

______________

  1. This includes the Company match to the Retirement Savings and Employee Stock Ownership Plan as well as the Deferred Compensation and 401(k) Excess Plan.
  2. The imputed income on the Company-provided basic life insurance in excess of $50,000.
  3. The imputed income for health assessments that are not covered through regular medical insurance offered by the Company.
  4. Includes costs associated with Mr. Robinson's executive education in relation to his management duties as described in the Compensation Discussion and Analysis section.

39

Fiscal 2020 Grants of Plan-Based Awards Table

This table provides information regarding all plan-based awards granted to our NEOs during fiscal 2020 as follows:

  • Fiscal 2020 annual cash incentive pursuant to the Annual Cash Incentive Plan;
  • Stock awards pursuant to the Long-Term Compensation Plan for the three-year performance cycle (fiscal 2020-2022); and
  • Annual stock options granted pursuant to the 2010 Master Stock Incentive Plan during fiscal 2020.

All Other

All Other

Stock

Option

Estimated Future Payouts Under

Estimated Future Payouts Under

Awards:

Awards:

Exercise

Grant Date

Non-Equity Incentive Plan

Number of

Number of

or Base

Awards (1)

Equity Incentive Plan Awards (2)

Shares of

Securities

Price of

Fair Value

Threshold

Target

Maximum

Threshold

Target

Maximum

Stock or

Underlying

Option

of Stock

Name and Award Type

Grant Date

Units

Options

Awards

and Option

($)

($)

($)

(#)

(#)

(#)

(#)

(#)

($/Sh)

Awards ($)

Tod E. Carpenter

Annual Cash Incentive

460,000

1,150,000

2,300,000

Stock Awards

9/26/2019

3,890

38,900

77,800

2,007,629

Annual Stock Option (3)

9/26/2019

178,600

51.61

1,975,495

Scott J. Robinson

Annual Cash Incentive

156,000

390,000

780,000

Stock Awards

9/26/2019

970

9,700

19,400

500,617

Annual Stock Option (3)

9/26/2019

44,600

51.61

493,321

Thomas R. Scalf

Annual Cash Incentive

122,200

305,500

611,000

Stock Awards

9/26/2019

770

7,700

15,400

397,397

Annual Stock Option (3)

9/26/2019

35,200

51.61

389,347

Jeffrey E. Spethmann

Annual Cash Incentive

118,300

295,750

591,500

Stock Awards

9/26/2019

770

7,700

15,400

397,397

Annual Stock Option (3)

9/26/2019

35,200

51.61

389,347

Amy C. Becker

Annual Cash Incentive

99,600

249,000

498,000

Stock Awards

9/26/2019

540

5,400

10,800

278,694

Annual Stock Option (3)

9/26/2019

24,700

51.61

273,207

_______________

  1. The Threshold, Target, and Maximum represent the range of potential payments for fiscal 2020 under the Annual Cash Incentive Plan described in the Compensation Discussion and Analysis based on the NEOs' base salary as of July 31, 2020. The threshold amount reflects payment at threshold performance achievement across all applicable financial goals. The amount actually earned and paid out is based on the attainment of pre-established performance goals and is reflected in the Summary Compensation Table.
  2. The Threshold, Target, and Maximum represent the range of payments under the Long-Term Compensation Plan described in the Compensation Discussion and Analysis. The amounts in these columns reflect shares of stock and are based on the attainment of pre- established three fiscal-year performance goals.
  3. The annual stock option awards were granted to our NEOs on September 26, 2019 as described in the Compensation Discussion and Analysis section. These grants were approved by the HR Committee at its September meeting. All options were granted with an exercise price equal to the closing stock price of the Company's common stock on the date of the grant and vest in three equal annual installments beginning on the first anniversary of the grant date.

40

Outstanding Equity Awards at 2020 Fiscal Year-End

The following table summarizes the equity awards held by our NEOs as of the last day of fiscal 2020.

Option Awards

Stock Awards

Equity

Equity

Incentive Plan

Incentive

Market

Awards:

Plan Awards:

Number of

Number of

Number of

Number of

Market Value

Value of

Unearned

of Unearned

Securities

Securities

Shares of

Shares or

Shares, Units

Shares, Units

Underlying

Underlying

Option

Stock or

Units of

or Other

or Other

Unexercised

Unexercised

Option

Units that

Stock that

Rights that

Rights that

Options

Options

Exercise

Have Not

Have Not

Have Not

Have Not

Name

Grant Date

Exercisable

Unexercisable(1)

Price

Expiration

Vested

Vested (2)

Vested

Vested (3)

(#)

(#)

($)

Date

(#)

($)

(#)

($)

Tod E. Carpenter

Stock Options

12/10/2010

15,000

-

29.07

12/10/2020

12/9/2011

24,000

-

34.88

12/9/2021

12/7/2012

24,500

-

33.58

12/7/2022

12/9/2013

23,500

-

42.07

12/9/2023

4/1/2014

20,000

-

42.68

4/1/2024

12/5/2014

54,000

-

38.78

12/5/2024

1/30/2015

55,000

-

36.56

1/30/2025

12/17/2015

160,500

-

28.00

12/17/2025

12/16/2016

166,500

-

42.72

12/16/2026

9/22/2017

100,333

50,167

45.43

9/22/2027

9/21/2018

50,667

101,333

59.18

9/21/2028

9/26/2019

-

178,600

51.61

9/26/2029

Performance Shares

8/1/2018 - 7/31/21

39,300

1,899,762

8/1/2019 - 7/31/22

38,900

1,880,426

Scott J. Robinson

Stock Options

12/17/2015

24,000

-

28.00

12/17/2025

12/16/2016

37,000

-

42.72

12/16/2026

9/22/2017

25,067

12,533

45.43

9/22/2027

9/21/2018

13,000

26,000

59.18

9/21/2028

9/26/2019

-

44,600

51.61

9/26/2029

Restricted Stock

12/8/2015

7,500

362,550

Performance Shares

8/1/2018 - 7/31/21

10,100

488,234

8/1/2019 - 7/31/22

9,700

468,898

Thomas R. Scalf

Stock Options

12/10/2010

1,000

-

29.07

12/10/2020

12/9/2011

4,000

-

34.88

12/9/2021

12/7/2012

7,000

-

33.58

12/7/2022

12/9/2013

10,500

-

42.07

12/9/2023

12/5/2014

26,000

-

38.78

12/5/2024

12/17/2015

29,500

-

28.00

12/17/2025

12/16/2016

28,500

-

42.72

12/16/2026

9/22/2017

17,200

8,600

45.43

9/22/2027

9/21/2018

10,267

20,533

59.18

9/21/2028

9/26/2019

-

35,200

51.61

9/26/2029

Performance Shares

8/1/2018 - 7/31/21

8,000

386,720

8/1/2019 - 7/31/22

7,700

372,218

41

Option Awards

Stock Awards

Equity

Equity

Incentive Plan

Incentive

Market

Awards:

Plan Awards:

Number of

Number of

Number of

Number of

Market Value

Value of

Unearned

of Unearned

Securities

Securities

Shares of

Shares or

Shares, Units

Shares, Units

Underlying

Underlying

Option

Stock or

Units of

or Other

or Other

Unexercised

Unexercised

Option

Units that

Stock that

Rights that

Rights that

Options

Options

Exercise

Have Not

Have Not

Have Not

Have Not

Name

Grant Date

Exercisable

Unexercisable(1)

Price

Expiration

Vested

Vested (2)

Vested

Vested (3)

(#)

(#)

($)

Date

(#)

($)

(#)

($)

Jeffrey E. Spethmann

Stock Options

2/18/2013

7,500

-

37.60

2/18/2023

12/9/2013

10,500

-

42.07

12/9/2023

12/5/2014

12,000

-

38.78

12/5/2024

12/17/2015

13,500

-

28.00

12/17/2025

4/4/2016

10,000

-

31.35

4/4/2026

12/16/2016

24,000

-

42.72

12/16/2026

9/22/2017

17,200

8,600

45.43

9/22/2027

9/21/2018

10,267

20,533

59.18

9/21/2028

9/26/2019

-

35,200

51.61

9/26/2029

Performance Shares

8/1/2018 - 7/31/21

8,000

386,720

8/1/2019 - 7/31/22

7,700

372,218

Amy C. Becker

Stock Options

12/10/2010

6,000

-

29.07

12/10/2020

12/9/2011

6,000

-

34.88

12/9/2021

12/7/2012

3,500

-

33.58

12/7/2022

12/6/2013

3,000

-

42.05

12/6/2023

12/5/2014

14,500

-

38.78

12/5/2024

12/17/2015

18,500

-

28.00

12/17/2025

12/16/2016

19,000

-

42.72

12/16/2026

9/22/2017

14,333

7,167

45.43

9/22/2027

9/21/2018

7,200

14,400

59.18

9/21/2028

9/26/2019

-

24,700

51.61

9/26/2029

Performance Shares

8/1/2018 - 7/31/21

5,600

270,704

8/1/2019 - 7/31/22

5,400

261,036

_______________

  1. Stock options have a ten-year term and vest in three equal annual installments beginning on the first anniversary of the grant date. The vesting dates for options unexercisable as of July 31, 2020 are as follows:

42

Stock Options Vesting

September

September

September

Name

Grant Date

2020

2021

2022

Tod E. Carpenter

9/22/2017

50,167

9/21/2018

50,666

50,667

Scott J. Robinson

9/26/2019

59,534

59,533

59,533

9/22/2017

12,533

9/21/2018

13,000

13,000

9/26/2019

14,867

14,866

14,867

Thomas R. Scalf

9/22/2017

8,600

9/21/2018

10,266

10,267

9/26/2019

11,734

11,733

11,733

Jeffrey E. Spethmann

9/22/2017

8,600

9/21/2018

10,266

10,267

9/26/2019

11,734

11,733

11,733

Amy C. Becker

9/22/2017

7,167

9/21/2018

7,200

7,200

9/26/2019

8,234

8,233

8,233

  1. Restricted stock awards generally cliff vest at the end of the fifth anniversary of the grant date. The market value is calculated using the closing price of the Company's common stock on the NYSE at the end of fiscal 2020.
  2. These amounts represent the Target payout for the performance-based stock awards pursuant to the Long-Term Compensation Plan as described in the Compensation Discussion and Analysis section. The market value is calculated using the closing price of the Company's common stock on the NYSE at the end of fiscal 2020.

Fiscal 2020 Option Exercises and Stock Vested Table

The following table summarizes information on stock option awards exercised during fiscal 2020, the Long-Term Compensation Plan payouts for the cycle ending July 31, 2020, and restricted stock awards that vested during fiscal 2020 for our NEOs. For stock options, the value realized is based on the difference between the market price of our common stock at exercise and the exercise price. For stock awards, the value realized on vesting is based on the market price of our common stock at vesting.

Option Awards

Stock Awards

Number of

Value

Number of

Value Realized

Name

Shares Acquired

Realized on

Shares Acquired

on Exercise (#)

Exercise (1)

($)

on Vesting (#)

on Vesting (2)

($)

Tod E. Carpenter

-

-

41,922

1,930,927

Scott J. Robinson

-

-

10,453

481,465

Thomas R. Scalf

-

-

7,228

332,922

Jeffrey E. Spethmann

-

-

7,228

332,922

Amy C. Becker

6,000

218,910

6,005

276,590

_______________

  1. Amount reported represents the market price of our common stock on the exercise date, less the exercise price, multiplied by the number of shares exercised.
  2. Amount reported represents the closing price of our common stock as of the vesting date multiplied by the number of shares acquired on vesting.

Pension Benefits

The Company provides pension benefits to our U.S. Officers through the following plans:

  • Salaried Employees' Pension Plan
  • Excess Pension Plan

43

Salaried Employees' Pension Plan

The Salaried Employees' Pension Plan is a defined benefit plan that provides cash balance retirement benefits to eligible employees. The Company contribution credits vary with service, age, and compensation. A participant's benefit is 100% vested after three years of service. At retirement or termination, a participant who has a vested benefit can receive a distribution in the form of a lump sum or an actuarially equivalent annuity.

Effective August 1, 2016, employees no longer accrue Company contribution credits under the plan. Participants' cash balances continue to increase annually with interest credits. An employee's account earns interest each year based on the average yield on one-year Treasury Constant Maturities during the month of June prior to the plan year plus 1%. This is the interest crediting rate. The minimum annual interest crediting rate is 4.83%.

Excess Pension Plan

The Excess Pension Plan mirrors the Salaried Employees' Pension Plan. This plan is an unfunded, non-qualified plan that primarily provides retirement benefits that cannot be paid under the Salaried Employees' Pension Plan due to the Internal Revenue Code limitations on qualified plans for compensation and benefits. Vested benefits are paid out of this plan on or after termination or retirement in up to 20 annual installments or a lump sum according to elections made by the participant in accordance with applicable IRS regulations.

Same as the Salaried Employees' Pension Plan, employees no longer accrue Company contribution credits under this plan effective August 1, 2016.

Fiscal 2020 Pension Benefits

The following table summarizes information with respect to pension plans for each eligible NEO.

Number of

Present Value of

Payments

Years of

Name

Plan Name

Credited

Accumulated

During Last

Service (#)

Benefit(1) ($)

Fiscal Year ($)

Tod E. Carpenter

Salaried Employees' Pension Plan

20

686,007

-

Excess Pension Plan

20

470,185

-

Scott J. Robinson (2)

Salaried Employees' Pension Plan

-

-

-

Excess Pension Plan

-

-

-

Thomas R. Scalf

Salaried Employees' Pension Plan

27

760,127

-

Excess Pension Plan

27

161,186

-

Jeffrey E. Spethmann

Salaried Employees' Pension Plan

3

98,087

-

Excess Pension Plan

3

34,050

-

Amy C. Becker

Salaried Employees' Pension Plan

19

587,297

-

Excess Pension Plan

19

40,995

-

_______________

  1. The present value of the accumulated benefit for the Salaried Employees' Pension Plan and the Excess Pension Plan was determined by projecting the July 31, 2020 cash balance amounts to age 65 using a 5.0% interest credit rate and discounting it using a 2.31% interest rate.

The actual accrued balances as of the end of fiscal 2020 are reflected in the table below. For additional assumptions used in this calculation, refer to Note 11 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2020.

Salaried

Excess

Employees'

Name

Pension Plan

Pension Plan

($)

($)

Tod E. Carpenter

622,389

426,581

Scott J. Robinson

-

-

Thomas R. Scalf

571,351

121,156

Jeffrey E. Spethmann

76,654

26,609

Amy C. Becker

461,954

32,246

  1. Mr. Robinson was hired after August 1, 2013 and, therefore, is not eligible to participate in our Salaried Employee's Pension Plan or the Excess Pension Plan.

44

Non-Qualified Deferred Compensation

U.S. Officers are eligible to defer the following compensation through the Deferred Compensation and 401(k) Excess Plan ("Deferred Comp Plan"):

  • Up to 75% of base salary
  • Up to 100% of annual cash incentive
  • Up to 100% of the LTCP award
  • Up to 25% of compensation in excess of the qualified plan compensation limits ($280,000 for 2019 and $285,000 for 2020)

Prior to calendar 2020, participants were able to allocate the deferrals of base salary and annual cash incentive to be credited with a fixed rate of return (as approved by the HR Committee) equal to the ten-year Treasury Bond rate or to one or more investment funds.

Effective January 1, 2020, participants are only able to allocate the deferrals of base salary and annual cash incentive to one or more investment funds. Several mutual fund investments are available, and funds may be reallocated among the investment alternatives at any time. Some of the funds mirror the funds utilized in our Retirement Savings and Employees Stock Ownership Plan. These amounts are funded through a non-qualified "rabbi" trust.

All LTCP awards are funded through a non-qualified "rabbi" trust and paid out in stock. These deferrals earn quarterly dividends that are paid in the Company's common stock.

Payments are made under these plans in the form of a lump sum or annual installments. Prior to calendar 2020, participants could elect annual installments up to 20 years. Effective January 1, 2020, annual installment distributions can be elected for up to 10 years. The deferral elections and payment elections are made in accordance with the timing requirements of applicable IRS regulations.

The following table summarizes participation of our NEOs in our Deferred Comp Plan.

Fiscal 2020 Non-Qualified Deferred Compensation

Executive

Registrant

Aggregate

Aggregate

Aggregate

Contributions in

Contributions in

Earnings in

Withdrawals/

Balance at

Name

Last FY (1)

Last FY (2)

Last FY

Distributions

Last FYE (3)

($)

($)

($)

($)

($)

Tod E. Carpenter

76,404

84,879

(64,046)

-

1,268,565

Scott J. Robinson

22,866

32,493

437

-

101,749

Thomas R. Scalf

39,302

23,773

10,744

-

391,706

Jeffrey E. Spethmann

58,465

25,475

(4,243)

-

247,321

Amy C. Becker

53,089

17,965

47,128

-

465,494

______________

  1. Includes amounts in 401(k) excess contributions for all NEOs and the following deferrals reported as part of each NEO's salary and non-equity incentive plan compensation in the Summary Compensation Table:
    • $23,403.95 deferred base salary for Mr. Scalf
    • $22,605.75 deferred base salary and $19,686 deferred bonus for Mr. Spethmann
    • $17,365 deferred base salary and $13,982 deferred bonus for Ms. Becker
  2. This reflects the Company match for any applicable deferred salary, deferred annual incentive, and 401(k) Excess contributions. These amounts are reported under All Other Compensation in the Summary Compensation Table.
  3. A portion of the aggregated balances shown above were reported as salary, annual incentive compensation, and/or all other compensation in the Summary Compensation Table for previous years: Mr. Carpenter, $414,765; Mr. Robinson, $42,953; Mr. Scalf, $134,491; Mr. Spethmann, $121,931; Ms. Becker, $178,720.

45

Potential Payments Upon Termination or Change in Control

Our Officers are covered by CIC Agreements and stock plan award agreements that govern key payments and benefits in the event of a termination of employment. The following discussion highlights applicable compensation and benefit that would be provided under different termination scenarios.

Termination Absent a Change in Control

We have no formal employment agreements or severance agreements outside of a change in control that provides additional payments to an Officer in the event of a termination of employment, including voluntary termination, termination for cause, involuntary termination, death or disability. Upon a termination, an Officer would be entitled to receive the same benefits and payments available to our broad-based, salaried employee group as specified in the plan document of each applicable program.

Retirement

Certain of our compensation programs provide certain benefits when Officers qualify for "retirement," which is defined as either being age 55 or being age 55 with at least five years of service. The following benefits apply in these retirement scenarios:

  • An annual cash incentive payment at the end of the applicable fiscal year would be prorated based on time worked.
  • Outstanding stock option awards continue to vest in accordance with the terms of the award agreement.
  • Outstanding LTCP awards would be prorated based on time worked and payments would be processed at the end of the three-year performance cycle according to the Company's performance results.
  • Outstanding restricted stock awards would be prorated based on time worked.

Involuntary Termination

In the event of an involuntary termination not for cause, the HR Committee has sole discretion to determine the amount, if any, of severance payments and benefits that will be offered to an Officer. We have no formal employment agreements with our Officers and they are not covered by our Company Severance Plan. Under our Severance Plan for U.S. salaried employees, the Company generally pays severance equal to one week of base salary for each year of service up to a maximum of 26 weeks (a minimum of 8 weeks for director level) and a target incentive prorated for full months actively employed. We generally pay for continued coverage for elected medical and dental benefits for a period of one or two months based on years of service.

Upon involuntary termination, the following would apply:

  • Outstanding vested stock options must be exercised within one month of termination and unvested stock options would be forfeited.
  • Outstanding restricted stock awards would be forfeited.
  • Outstanding LTCP awards that are still within the three-year performance cycle would be forfeited.

Death

In the event of the death of an Officer, the following would apply:

  • An annual cash incentive payment at the end of the applicable fiscal year would be prorated based on time worked.
  • Outstanding vested stock options become exercisable by the named beneficiary for a period of 36 months following the death and unvested stock options would be forfeited.
  • Outstanding restricted stock awards would be prorated based on time worked.
  • Outstanding LTCP awards would be prorated based on time worked and payments would be processed at the end of the three-year performance cycle according to the Company's performance results.
  • Payments under our Deferred Comp Plan and Excess Pension Plan would be accelerated. The amounts reflected in the Non-Qualified Deferred Compensation Table and Pension Benefits Table would have been payable to the named beneficiary as a lump sum.

46

Disability

In the event of disability of an Officer, the following would apply:

  • An annual cash incentive payment at the end of the applicable fiscal year would be prorated based on time worked.
  • Outstanding vested stock options remain exercisable for a period of 36 months following the disability, and unvested stock options would continue to vest in accordance with the terms of the award agreement.
  • Outstanding restricted stock awards would be prorated based on time worked.
  • Outstanding LTCP awards would be prorated based on time worked and payments would be processed at the end of the three-year performance cycle according to the Company's performance results.
  • Each U.S. Officer who participates in our broad-based,long-term disability program would receive an annual benefit equal to 60% of total cash compensation until the earlier of: (a) age 65; (b) recovery from the disability; or (c) death. The portion of compensation up to $200,000 is fully insured and payable by our insurance company, and the portion of compensation in excess of $200,000 is self-insured and payable by the Company.
  • In the event of a qualifying disability, payments under our Deferred Comp Plan and Excess Pension Plan would be accelerated.

Voluntary Termination and Termination for Cause

Our Officers are not entitled to receive any additional forms of severance payments or benefits upon a voluntary decision to terminate employment or upon a termination by the Company for cause prior to being eligible for retirement.

Termination Following or in Connection with a Change in Control

All Officers have entered into CIC Agreements with the Company. Our CIC Agreements contain a "double-trigger" to enable our Officers to maintain objectivity in the event of a change in control situation and to better protect the interests of our stockholders. This independence is important in providing retention incentives during a time of uncertainty for Officers and offering additional assurances to the Company that it will be able to complete a transaction that the Board believes is in the best interests of our stockholders. In addition to the CIC Agreements, our stock option awards, LTCP, and deferred compensation plans provide for the acceleration of certain benefits upon a change in control.

Upon the occurrence of a change in control, as generally defined below, with or without a qualifying termination of employment:

  • Outstanding unvested stock options will immediately vest and become exercisable.
  • Outstanding restricted stock awards will immediately vest.
  • Outstanding LTCP awards will immediately vest and be paid in a lump sum stock distribution at target achievement level.
  • Any unvested benefits under the Salaried Employees' Pension Plan will immediately vest. As of the end of fiscal 2020, all eligible Officers were 100% vested in the Salaried Employees' Pension Plan.

Additionally, the CIC Agreements provide that upon a qualifying termination of employment in connection with a change in control, each Officer would receive the following:

  • A cash lump sum equal to a multiple of the sum of the Officer's base salary plus the Officer's target cash incentive from the Annual Cash Incentive Plan then in effect. The multiple is based on level as follows:
    • Chairman and CEO = three times the sum of base salary and target annual incentive
    • Senior Vice Presidents = two times the sum of base salary and target annual incentive
    • Vice Presidents = one times the sum of base salary and target annual incentive
  • A lump sum of additional pension benefits equal to:
    • The value of the benefit under each pension plan assuming the benefit is fully vested and the Officer had three additional years of benefit accrual; less
    • The value of the vested benefit accrued under each pension

47

  • 36 months of continued medical, dental, vision, life, disability, and accident benefits
  • Outplacement services suitable to the Officer's position for a period of three years or until the first acceptance of an employment offer, whichever is earlier

The Officer's payments will be reduced to the maximum amount that can be paid without triggering an excise tax liability. This reduction would only occur if the net amount of those payments is greater than the net amount of payments without the reduction.

Change in Control

Generally, a change in control includes the occurrence of any of the following events or circumstances:

  • The acquisition of 25% or more of the combined voting power of the Company's outstanding shares, other than any acquisition from or by the Company or any Company-sponsored employee benefit plan.
  • Consummation of a merger or other business consolidation of the Company other than a transaction where the Company's pre-transaction stockholders retain at least 60% ownership of the surviving entity.
  • A change in the Board composition in which the incumbent directors, meaning those directors who were not elected in a contested fashion, are no longer a majority of the Board. The CIC Agreements specify the circumstances under which a director is deemed to have been elected in a contested fashion.
  • Approval of a plan of liquidation or dissolution or a consummated agreement for the sale of all or substantially all of the Company's assets to an entity, unless the Company's pre-transaction stockholders retain at least 60% ownership of the surviving entity.

Qualifying Termination of Employment

The CIC Agreement provides that, upon a change in control, if an Officer's employment with the Company is terminated within 24 months:

  • by the Company or its successor without "cause," or
  • by the Officer for "good reason" (each as defined in the CIC Agreement).

48

Potential Payments upon Termination or Change in Control Table

The following table sets forth applicable payment estimates to our NEOs assuming each termination event occurred on July 31, 2020, the last business day of the fiscal year. The estimates are based on the July 31, 2020 closing stock price of $48.34.

Triggering Event (1)

Death

Disability

Involuntary

Termination (2)

Retirement (3)

Change in Control

Qualifying

Termination Following or in Connection with a Change in Control

________________

Potential Payments($)

Compensation Component

Tod E.

Scott J.

Thomas R.

Jeffrey E.

Amy C.

Carpenter

Robinson

Scalf

Spethmann

Becker

Annual Incentive

269,429

91,371

108,363

69,290

58,337

LTCP (5)

1,893,317

481,789

381,886

381,886

267,481

Restricted Stock

-

332,338

-

-

-

Total

2,162,746

905,498

490,249

451,176

325,818

Annual disability benefit (7)

1,541,258

589,413

524,347

500,597

417,664

Annual Incentive

269,429

91,371

108,363

69,290

58,337

Stock Options

145,986

36,471

25,026

25,026

20,856

LTCP (5)

1,893,317

481,789

381,886

381,886

267,481

Restricted Stock

-

332,338

-

-

-

Total

3,849,990

1,531,382

1,039,622

976,799

764,338

Cash severance

1,611,538

470,000

540,500

365,750

424,577

Benefit continuation (8)

2,487

1,101

4,276

-

2,458

Total

1,614,025

471,101

544,776

365,750

427,035

Annual Incentive (4)

269,429

-

-

-

58,337

Stock Options (6)

145,986

-

-

25,026

20,856

LTCP (4, 5)

1,893,317

-

-

-

267,481

Restricted Stock (6)

-

-

-

-

-

Total

2,308,732

-

-

25,026

346,674

Stock Options

145,986

36,471

25,026

25,026

20,856

LTCP (5)

3,780,188

957,132

758,938

758,938

531,740

Restricted Stock

-

362,550

-

-

-

Total

3,926,174

1,356,153

783,964

783,964

552,596

Cash severance (9)

6,450,000

1,820,000

1,551,000

1,501,500

664,000

Pension benefits (10)

670,627

-

238,514

199,283

209,733

Benefit continuation (8, 11)

38,304

34,128

61,668

2,232

37,908

Outplacement (12)

45,000

45,000

45,000

45,000

45,000

Total

7,203,931

1,899,128

1,896,182

1,748,015

956,641

  1. No forms of severance payments or additional benefits are provided to Officers upon a voluntary decision to terminate employment or a termination for cause prior to being eligible for retirement.
  2. If the HR Committee were to follow our U.S. Severance Plan for broad-based employees, the payments above would have been made to our NEOs had they been involuntarily terminated at the end of fiscal 2020.
  3. Mr. Carpenter, Mr. Spethmann, and Ms. Becker are the only retirement eligible NEOs as of July 31, 2020.
  4. Retirement eligible definition is age 55 plus a requirement of five years of service. Mr. Spethmann has not reached five years of service as of July 31, 2020.
  5. This represents the vesting of two LTCP award cycles outstanding as of July 31, 2020 and assumes payment at target achievement. Under a change in control situation, payout would be accelerated.
  6. Retirement eligible definition is age 55 without a minimum years of service requirement.
  7. $120,000 of the annual disability benefit is fully insured and payable by the insurance company. Anything in excess of this amount is self- insured and payable by the Company.
  8. Mr. Spethmann did not elect medical or dental coverage through Donaldson.
  9. Under the CIC Agreement, this represents a lump sum equal to:

49

    • Three times the sum of base salary and the annual incentive at target for Mr. Carpenter
    • Two times the sum of base salary and the annual incentive at target for Messrs. Robinson, Scalf and Spethmann
    • One times the sum of base salary and the annual incentive at target for Ms. Becker
  1. Mr. Robinson was hired after August 1, 2013 and, therefore, is not eligible to participate in our Salaried Employee's Pension Plan.
  2. This reflects only Life and Business Travel Accident benefits for Mr. Spethmann.
  3. This is based on the assumption that the NEO would utilize $15,000 per year in outplacement services for the full three years.

Under the CIC Agreement, the payment may be reduced in situations where the Officer would otherwise be subject to the excise tax liability under Section 280G of the Internal Revenue Code. The amounts in the table above do not reflect any reductions that might be made.

With a change in control followed by a termination within 24 months, any payments under the Deferred Comp Plan would become immediately payable to the participant in the form of a lump sum. Additionally, any accrued benefits under the Salaried Employees' Pension Plan and the Excess Pension Plan also become immediately vested. As of the end of fiscal 2020, all eligible Officers were 100% vested under these plans.

50

Pay Ratio Disclosure

In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing a disclosure of the ratio of our CEO's annual total compensation to the annual total compensation of our median employee. For fiscal 2020:

Annual Total Compensation of Median Employee

$31,275

Annual Total Compensation of our CEO

$5,483,229

Based on this information, our fiscal 2020 pay ratio of 175 to 1 is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

Our median employee for our fiscal 2020 pay ratio calculation is the same employee used for our fiscal 2019 pay ratio calculation. We do not believe there were any material changes to the Company's employee population or compensation arrangements that would significantly impact the pay ratio disclosure and warrant calculating a new median employee.

We calculated annual total compensation for our median employee in accordance with same methodology used for our NEOs as set forth in the Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column reported in the Summary Compensation Table.

51

INFORMATION REGARDING THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The following is the report of the Audit Committee with respect to Donaldson's audited financial statements presented in its Annual Report on Form 10-K for the fiscal year ended July 31, 2020.

The Audit Committee of the Board is composed entirely of non-employee directors, all of whom have been determined by the Board to be independent under the rules of the SEC and the NYSE. In addition, the Board has determined that John P. Wiehoff and Andrew Cecere are Audit Committee financial experts, as defined by the rules of the SEC.

The Audit Committee acts under a written charter approved by the Board. The Audit Committee assists the Board in carrying out its oversight of the Company's financial reporting process, audit process, and internal controls. The Audit Committee formally met six times during the past fiscal year in carrying out its oversight functions. The Audit Committee has the sole authority to appoint, terminate, or replace the Company's independent registered public accounting firm. The independent registered public accounting firm reports directly to the Audit Committee.

The Audit Committee reviewed and discussed the Company's fiscal 2020 audited financial statements with management, the internal auditor, and PricewaterhouseCoopers LLP ("PwC"), the Company's independent registered public accounting firm. Management has represented and PwC has reported in its opinion to the Audit Committee that the financial statements were prepared in accordance with generally accepted accounting principles and fairly present, in all material respects, the financial position of the Company.

As part of its activities, the Audit Committee also:

  1. Discussed with PwC the matters required to be discussed under applicable Auditing Standards of the Public Company Accounting Oversight Board and the SEC;
  2. Received the written disclosures and letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence; and
  3. Discussed with PwC its independence.

Based on the review and discussions with management and PwC, the Audit Committee recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2020.

Members of the Audit Committee

John P. Wiehoff, Chair

Douglas A. Milroy

Andrew Cecere

Trudy A. Rautio

Pilar Cruz

Independent Registered Public Accounting Firm Fees

The aggregate fees billed to the Company for fiscal 2020 and fiscal 2019 by PwC, the Company's independent registered public accounting firm, are as follows:

Fiscal 2020

Fiscal 2019

Audit Fees

$3,623,133

$3,497,323

Audit-Related Fees

$34,727

$45,889

Tax Fees

$194,490

$38,333

All Other Fees

$3,000

$3,000

Total Fees

$3,855,350

$3,584,545

Audit Fees include professional services rendered in connection with the audit of the Company's financial statements, including the quarterly reviews, statutory audits of certain of the Company's international subsidiaries,

52

and the audit of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Audit-Related Fees include accounting advisory fees related to financial accounting matters. Tax fees include tax consulting and tax return preparation. All Other Fees include licensure for accounting literature research tools.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and permitted non-audit services provided by the independent registered public accounting firm, including the fees and terms for those services. The Audit Committee may delegate to one or more designated Committee members the authority to grant pre-approvals. This designated member is the Chair of the Audit Committee. Any pre-approval by the Chair must be presented to the full Audit Committee at its next scheduled meeting. All of the services provided by the independent registered public accounting firm during fiscal 2020 and fiscal 2019, including services related to the Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees described above, were approved by the Audit Committee under its pre- approval policies.

53

ITEM 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS

As required pursuant to Section 14A of the Securities Exchange Act of 1934, at the 2017 Annual Meeting, the Company provided our stockholders with an advisory vote on the frequency of conducting an advisory vote on the compensation of our NEOs. Consistent with the stockholders' preference expressed in voting at the 2017 Annual Meeting, our Board determined that an advisory vote on the compensation of our NEOs will be conducted annually. Therefore, we are providing our stockholders with an advisory (non-binding) vote on the compensation of our NEOs as discussed in this Proxy Statement in accordance with the rules of the SEC.

As described in detail under Compensation Discussion and Analysis - Executive Compensation Program Principles, our objective is to create long-term stockholder value. Our executive compensation program is designed to directly support this objective and ensure that the interests of our officers are properly aligned with our stockholders' short-term and long-term interests. The key principles of our executive compensation strategy include:

  • Aligning compensation to financial measures that balance both the Company's annual financial results and long-term growth
  • Providing significant portions of total compensation in variable performance-based programs to focus the attention of our Officers on driving and increasing stockholder value
  • Setting target total direct compensation based on established proxy peer group (as recommended by an independent compensation consultant) and published market survey data
  • Establishing high stock ownership requirements for our Officers
  • Providing competitive pay, which enables us to attract, retain, reward, and motivate top leadership talent by generally setting compensation elements around the median of the peer group data and size-adjusted general industry survey data

Please read the Compensation Discussion and Analysis for additional details about the Company's executive compensation programs, including information about the compensation of our NEOs for fiscal 2020.

We are presenting the following proposal, which gives stockholders the opportunity to support or not support our executive compensation program for our NEOs by voting for or against the following resolution:

"RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company's NEOs, as disclosed in Donaldson Company's Proxy Statement for the 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and other related narrative disclosures."

This advisory vote on executive compensation is not binding on the Company, our HR Committee, or our Board. However, our HR Committee and our Board will take into account the result of the vote when determining future executive compensation arrangements.

Board Recommendation

The Board of Directors recommends stockholders vote FOR adoption of the resolution approving the compensation of our NEOs described in this Proxy Statement.

54

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of July 31, 2020 regarding the Company's equity compensation plans:

Weighted -

Number of securities

Number of securities

remaining available

average

for

to be issued upon

exercise price of

future issuance under

exercise

outstanding

equity compensation

of outstanding

options,

plans (excluding

Plan Category

options,

warrants and

securities reflected in

warrants and rights

rights

column (a))

(a)

(b)

(c)

Equity compensation plans approved by securityholders

1980 Master Stock Compensation Plan:

Deferred Stock Option Gain Plan

2,463

-

-

1991 Master Stock Compensation Plan:

Deferred Stock Option Gain Plan

257,189

-

-

Deferred LTC/Restricted Stock

105,380

-

-

2001 Master Stock Incentive Plan:

Deferred LTC/Restricted Stock

57,148

-

-

2010 Master Stock Incentive Plan:

(1)

Stock Options

6,469,426

$42.30

-

Restricted Stock Units

10,653

-

-

Deferred LTC/Restricted Stock

1,322

-

-

Long-Term Compensation

544,200

-

(3)

2019 Master Stock Incentive Plan(1)

(1)

Stock Options

64,553

$56.47

-

Restricted Stock Units

16,052

-

-

Subtotal for plans approved by security holders

7,528,386

$42.44

Equity compensation plans not approved by security holders

ESOP Restoration(2)

920

-

(2)

Subtotal for plans not approved by

920

-

security holders

Total

7,529,306

$42.44

______________

  1. In November 2019, the Company's stockholders approved the adoption of the 2019 Master Stock Incentive Plan (the "2019 Plan"), which replaced the 2010 Master Stock Incentive Plan (the "2010 Plan"). The 2019 Plan limits the number of shares authorized for issuance to 5,000,000 during the 10-year term of the plan in addition to any shares forfeited under the 2010 Plan. Consistent with the 2010 Plan, the 2019 Plan allows for the granting of non-qualified stock options, incentive stock options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and other stock-based awards. As of July 31, 2020, there were 4,980,511 authorized shares remaining under the 2019 Plan.
  2. The Company has a non-qualified ESOP Restoration Plan established on August 1, 1990, to supplement the benefits for certain employee groups under the Company's Employee Stock Ownership Plan that would otherwise be reduced because of the compensation limitations under the Internal Revenue Code. The ESOP Restoration Plan's 10-year term was completed on July 31, 1997, and the only ongoing benefits under the ESOP Restoration Plan are the accrual of dividend equivalent rights to the participants in the plan.
  3. The amounts included for the Long-Term Compensation Plan described in the Compensation Discussion and Analysis represent the maximum number of shares that could be issued at vesting. The actual payments are based on the attainment of pre-established three fiscal-year performance goals and may differ from the number of shares presented.

55

ITEM 3: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending

July 31, 2021. PwC has audited the books and accounts of the Company since 2002. While the Company is not required to do so, it is submitting the selection of PwC to serve as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2021 for ratification in order to ascertain the views of the Company's stockholders on this appointment. Whether or not the appointment is ratified, the Audit Committee, which is solely responsible for appointing and terminating our independent registered public accounting firm, may in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Representatives of PwC are expected to be present at the virtual meeting and will have the opportunity to make a statement and to respond to appropriate questions. In the event this appointment is not ratified, the Audit Committee will reconsider its selection.

Board Recommendation

The Audit Committee of the Board of Directors recommends that stockholders vote FOR ratification of the appointment of PwC as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2021.

By Order of the Board of Directors

Amy C. Becker

Secretary

October 6, 2020

56

Donaldson Company, Inc.

Annual Meeting of Stockholders Friday, November 20, 2020, at 1:00 p.m. CST

Virtual meeting held online through www.virtualshareholdermeeting.com/DCI2020

Disclaimer

Donaldson Co. Inc. published this content on 09 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2020 13:34:01 UTC


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Financials (USD)
Sales 2021 2 581 M - -
Net income 2021 254 M - -
Net Debt 2021 457 M - -
P/E ratio 2021 27,3x
Yield 2021 1,56%
Capitalization 6 934 M 6 934 M -
EV / Sales 2021 2,86x
EV / Sales 2022 2,64x
Nbr of Employees 12 400
Free-Float 83,0%
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Mean consensus HOLD
Number of Analysts 7
Average target price 53,00 $
Last Close Price 54,86 $
Spread / Highest target 9,37%
Spread / Average Target -3,39%
Spread / Lowest Target -19,8%
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Managers
NameTitle
Tod E. Carpenter Chairman, President & Chief Executive Officer
Richard B. Lewis Senior Vice President-Global Operations
Scott James Robinson Chief Financial Officer & Senior Vice President
Kathryn Freytag Chief Information Officer & Vice President
Michael Wynblatt Chief Technology Officer & Vice President
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