Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant [ ]

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[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to § 240.14a-12


Donaldson Company, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box);

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid;

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

DONALDSON COMPANY, INC.

1400 West 94th Street

Minneapolis, Minnesota 55431-2370

www.donaldson.com

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME: Friday, November 18, 2022 at 1:00 p.m. (CST)

RECORD DATE: Close of business on September 19, 2022.

ITEMS OF BUSINESS:

(1) Election of Directors;

(2) Non-binding advisory 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, 2023; 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/DCI2022. 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 18, 2022: Our 2022 Proxy Statement and our Fiscal 2022 Annual Report to Stockholders are available at www.proxyvote.com.


									By Order of the Board of Directors

									Amy C. Becker Secretary
			Dated: October 4, 2022

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
Corporate Governance Highlights			15
Board Oversight and Director Independence			15
Policy and Procedures Regarding Transactions with Related Persons			16
Board Leadership Structure			16
Risk Oversight by Board of Directors			17
Meetings and Committees of the Board of Directors			19
Audit Committee			20
Audit Committee Expertise			20
Human Resources Committee			21
Corporate Governance Committee			22
Corporate Governance Guidelines			22
Code of Business Conduct and Ethics			22
Board Composition			22
Director Selection Process			23
Executive Sessions and Evaluations			24
Board Evaluations			24
Communications with Directors			24


Complaint-Handling Procedures			25

DIRECTOR COMPENSATION			25
Director Compensation Process			25
Director Compensation Program Elements			26
Fiscal 2022 Director Compensation			28

EXECUTIVE COMPENSATION			31
Compensation Committee Report			31
Compensation Discussion and Analysis			32
Compensation Risk Analysis			43
Summary Compensation Table			44
Fiscal 2022 Grants of Plan-Based Awards Table			46
Outstanding Equity Awards at 2022 Fiscal Year-End			47
Fiscal 2022 Option Exercises and Stock Vested Table			49
Pension Benefits			49
Non-Qualified Deferred Compensation			51
Potential Payments Upon Termination or Change in Control			51
Pay Ratio Disclosure			57

INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			58
Audit Committee Report			58
Independent Registered Public Accounting Firm Fees			59
Audit Committee Pre-Approval Policies and Procedures			59

ITEM 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			60
Board Recommendation			60

EQUITY COMPENSATION PLAN INFORMATION			61

ITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			62
Board Recommendation			62

DONALDSON COMPANY, INC.

1400 West 94th Street

Minneapolis, Minnesota 55431-2370


			PROXY STATEMENT Mailing Date: October 4, 2022

PROPOSALS YOU ARE ASKED TO VOTE ON

Item 1: Election of Directors

Four current directors, Douglas A. Milroy, Willard D. Oberton, Richard M. Olson and Jacinth C. Smiley, are recommended for election to the Board of Directors at the Annual Meeting. Information on the director nominees is provided on pages 9-13. 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, 2023, 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, 2023.

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 18, 2022, and you were a Donaldson stockholder as of the close of business on the record date of September 19, 2022. Only stockholders of record are entitled to vote at the Annual Meeting and the Board is soliciting your proxy to vote. We had 122,461,085 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 this Proxy Statement and form of proxy on or about October 4, 2022.

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 2022 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.

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:

Proposal

Vote Required

Voting Options

Board Recommendation(1)

Broker Discretionary Voting Allowed(2)

Impact of Abstention

Item 1: Election of four directors

Majority of votes cast "FOR" votes must exceed 50% of the number of votes cast, and the votes cast include votes to withhold authority(3)

"FOR"
"WITHHOLD"

"FOR"

N/A

Item 2: A non-binding advisory vote on the compensation of our Named Executive Officers

We will consider our stockholders to have approved, on an advisory basis, the compensation of our Named Executive Officers if more shares are voted "FOR" than "AGAINST"

"FOR”
“AGAINST"
"ABSTAIN"

"FOR"

None

Item 3: Ratification of the appointment of our independent registered public accounting firm for the fiscal year ending July 31, 2023

Affirmative vote of a majority of the shares entitled to vote and represented at the meeting or by proxy

"FOR"
"AGAINST"
"ABSTAIN"

"FOR"

Yes

"AGAINST"

______________

(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.

How do I vote my shares?

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

•PHONE - toll free 1-800-690-6903

•INTERNET - www.proxyvote.com

•MAIL - promptly complete, sign and mail your proxy card

•ONLINE - during the virtual meeting at www.virtualshareholdermeeting.com/DCI2022

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. 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 17, 2022.

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.

Who may attend the meeting?

All Donaldson stockholders of record as of the close of business on September 19, 2022, 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 2023 Annual Meeting of Stockholders, you must submit the proposal in writing so that it is received no later than June 6, 2023. 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 2023 Annual Meeting without having your proposal included in our Proxy Statement:

• You must notify the Secretary in writing between July 21 and August 20, 2023.

• 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.

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 19, 2022.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
The Vanguard Group, Inc.	12,377,096(1)	10.0%
100 Vanguard Boulevard
Malvern, PA 19355

BlackRock, Inc.	10,582,711(2)	8.6%
55 East 52nd Street
New York, NY 10055

State Farm Automobile Insurance Company	10,187,783(3)	8.3%
One State Farm Plaza
Bloomington, IL 61710

_______________

(1) Based on information provided in a Schedule 13G/A filed with the SEC on March 9, 2022 by The Vanguard Group, an investment advisor ("Vanguard"). Vanguard reported that it has sole voting power of 0 shares, shared voting power over 60,526 shares, sole dispositive power over 12,205,042 shares and shared dispositive power over 172,054 shares.

(2) Based on information provided in a Schedule 13G/A filed with the SEC on February 1, 2022 by BlackRock, Inc., a parent holding company ("BlackRock"). BlackRock reported that it has sole voting power over 10,219,018 shares, shares voting power over 0 shares, sole dispositive power over 10,582,711 shares and shared dispositive power over 0 shares.

(3) Based on information provided in a Schedule 13G jointly filed with the SEC on February 2, 2022 by State Farm Automobile Insurance Company, an insurance company ("SFAIC"), and certain of its subsidiaries and affiliates. SFAIC reported that it has sole voting power over 6,054,000 shares, shared voting power over 0 shares, sole dispositive power over 6,054,00 shares and shared dispositive power over 0 shares. State Farm Life Insurance Company, an insurance company (“SFLIC”), reported that it has sole voting power over 609,600 shares, shared voting power over 0 shares, sole dispositive power over 609,600 shares and sole dispositive power over 0 shares. State Farm Investment Management Corp., a registered transfer agent and investment advisor ("SFIMC"), reported that it has sole voting power over 99,030 shares, shared voting power over 0 shares, sole dispositive power over 99,030 shares and shared dispositive power over 0 shares. State Farm Insurance Companies Employee Retirement Trust (“SF Retirement Trust”) reported that it has sole voting power over 3,425,153 shares, shared voting power over 0 shares, sole dispositive power over 3,425,153 shares and sole dispositive power over 0 shares. SFAIC is the parent company of multiple wholly owned insurance company subsidiaries, including SFLIC. SFAIC is also the parent company of SFIMC, which serves as transfer agent and investment adviser to a Delaware business trust that is a registered investment company. SFIAC also sponsors State Farm Insurance Companies Employee Retirement Trust, a qualified retirement plan, for the benefit of its employees. SFAIC 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.

The following table shows information regarding the beneficial ownership of the Company’s common stock, as of September 19, 2022, by each director, each director nominee, each of the Named Executive Officers (“NEOs” as identified on page 32) and all current executive officers (“Officers”), directors and director nominees 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 (iii) shares subject to restricted stock units (RSUs) that vest within 60 days of September 19, 2022 and options exercisable within 60 days of September 19, 2022. 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.


Name of Beneficial Owner	Total Amount and Nature of Beneficial Ownership of Common Stock (1)(2)(3)	Percent of Common Stock	Deferred Stock Units Included in Total Amount Column (3)	RSUs and Exercisable Options Included in Total Amount Colum
Employee Director and Named Executive Officers
Tod E. Carpenter	1,359,159	*	—	1,157,768
Richard B. Lewis	125,977	*	—	111,902
Scott J. Robinson	252,600	*	—	226,268
Thomas R. Scalf	260,580	*	—	226,668
Jeffrey E. Spethmann	231,924	*	364	202,668
Non-Employee Directors
Pilar Cruz	28,841	*	2,939	20,100
Christopher M. Hilger	1,048	*	1,048	—
Michael J. Hoffman	156,658	*	30,263	90,700
Douglas A. Milroy	54,309	*	1,497	45,300
Willard D. Oberton	99,305	*	15,032	76,300
Richard M. Olson	—	*	—	—
James J. Owens	98,172	*	5,271	87,100
Ajita G. Rajendra	128,290	*	20,074	90,700
Trudy A. Rautio	83,281	*	12,579	64,900
Jacinth C. Smiley	—	*	—	—
John P. Wiehoff	154,139	*	56,021	90,700
Current Directors and Officers as a Group	3,479,834	2.77	145,390	2,843,978

_______________

*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 RSUs that vest, and options exercisable, within 60 days of September 19, 2022, as listed under the RSUs and Exercisable Options column.

(2) Includes the following shares held in the Employee Stock Ownership and Retirement Savings Plan trust: Mr. Carpenter, 10,312 shares; Mr. Lewis, 3,361 shares; Mr. Robinson, 899 shares; Mr. Scalf, 7,382 shares; Mr. Spethmann, 2,256 shares; and all Directors and Officers as a Group, 32,948 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: Mr. Carpenter, 11,280 shares; Mr. Lewis, 795 shares; Mr. Robinson, 1,032 shares; Mr. Scalf, 2,959 shares; Mr. Spethmann, 4,009 shares; and all current Directors, Director nominee and Officers as a Group, 21,917 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 held by executive officers represent deferral of shares awarded under the Long-Term Compensation Plan under the 2010 Master Stock Incentive Plan. The executive officer has no voting or investment power over such units. Deferred stock units held by non-employee directors are held in the non-employee director's deferred stock account trust. Voting of such shares is passed through to the participants.

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 2022, all Section 16(a) filing requirements applicable to the Company’s Directors and Officers were satisfied, except that a Form 3 was filed late for Richard M. Olson and Jacinth C. Smiley, and a Form 4 reporting one transaction was filed late for Andrew J. Cebulla, in each case due to administrative delays on the part of the Company.

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 12 directors and effective at the 2022 Annual Meeting of Stockholders, the Board has set the number of directors 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.

The directors with terms expiring at the 2022 Annual Meeting of Stockholders are Douglas A. Milroy, Willard D. Oberton, Richard M. Olson, and Jacinth C. Smiley. Mr. Hoffman and Mr. Wiehoff are not standing for re-election following expiration of their terms.

The Corporate Governance Committee and the Board reviewed and considered the qualifications and service of Douglas A. Milroy, Willard D. Oberton, Richard M. Olson, and Jacinth C. Smiley and approved their nomination to stand for re-election to the Board. Mr. Olson and Ms. Smiley are standing for election by stockholders for the first time. Mr. Olson was initially identified as a potential candidate by one of the Company's non-employee directors and Ms. Smiley was initially identified as a potential candidate by a search firm.

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 Douglas A. Milroy, Willard D. Oberton, Richard M. Olson, and Jacinth C. Smiley for a three-year term expiring in 2025.

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.

Directors with Terms Expiring in 2022


Douglas A. Milroy
Age: 63 Director Since: 2016 Committees: •Audit •Human Resources			Biography •Former Chief Executive Officer and Chairman of G&K Services, Inc., a service-based provider of branded uniform and facility services programs •Chief Executive Officer of G&K from 2009 to 2017 and Chairman from 2014 to 2017 •President, Direct Purchase and Business Development of G&K from 2006 to 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 U.S. Public Company Board Memberships (Current and Past Five Years) •G&K Services, Inc. (2009-2017)


Willard D. Oberton
Age: 64 Director Since: 2006 Lead Director Since: 2017 Committees: •Corporate Governance - Chair			Biography •Retired from Fastenal Company, an industrial and construction supplies company, in 2021 •President of Fastenal from 2001 to 2012 and in 2015, Chief Executive Officer from 2002 to 2015 and Chairman from 2014 to 2021 •Chief Operating Officer of Fastenal from 1997 to 2002 Qualifications Will Oberton brings to the Board strong business acumen and his public company expertise from leadership positions at Fastenal. 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 U.S. Public Company Board Memberships (Current and Past Five Years) •Fastenal Company (2014-2021)

Directors with Terms Expiring in 2022 (continued)


Richard M. Olson
Age: 59 Director Since: 2022 Committees: •Corporate Governance •Human Resources			Biography •Chairman of Board of The Toro Company, a provider of outdoor maintenance and beautification products, since 2017 and President and Chief Executive Officer since 2016 •President and Chief Operating Officer of Toro from 2015 to 2016 •Group Vice President, International Business, Micro Irrigation Business and Distributor Development of Toro from 2014 to 2015 •Vice President, International Business of Toro from 2013 to 2014 Qualifications Rick Olson brings to the Board his expertise as a public company leader at The Toro Company where he serves as Chairman of the Board, President and Chief Executive Officer. Since joining Toro in 1986, Rick has served in various leadership, operations and engineering positions and provides valuable insight from his experience. Rick serves on the Board of The Toro Foundation and the Board of Advisors of the University of Minnesota Carlson School of Management. Rick has a Bachelor’s degree in Industrial Technology from Iowa State University and an MBA from the University of Minnesota – Carlson School of Management. Other U.S. Public Company Board Memberships (Current and Past Five Years) •The Toro Company


Jacinth C. Smiley
Age: 54 Director Since: 2022 Committee: •Audit			Biography •Executive Vice President and Chief Financial Officer of Hormel Foods Corporation, a global branded food company, since January 2022 •Group Vice President, Corporate Strategy of Hormel Foods from April 2021 to December 2021 •Vice President and Chief Accounting Officer of LyondellBasell Industries N.V., a plastics, chemicals and refining company, from 2018 to 2021 •Chief Financial Officer North America Region of General Electric Oil & Gas from 2014 to 2018 •Chief Financial Officer of General Electric Corporate, Licensing from 2012 to 2014 •Director of Financial Planning & Analysis of General Electric Capital, Equipment Finance from 2009 to 2012 Qualifications Jacinth Smiley brings to the Board her executive leadership and public company expertise. Jacinth has significant public company financial experience as the CFO at Hormel Foods and from various other senior finance and accounting roles. Jacinth provides the Board valuable insight with respect to her experience leading growth and investment strategies. Jacinth has a Bachelor’s degree in Accounting from the University of Connecticut. In addition, she is a Certified Public Accountant. Other U.S. Public Company Board Memberships (Current and Past Five Years) •None

Directors with Terms Expiring in 2023


Tod E. Carpenter
Age: 63 Director Since: 2014 Committee: •None			Biography •President and Chief Executive Officer of the Company since 2015 and Chairman since 2017 •Chief Operating Officer of the Company from 2014 to 2015 •Senior Vice President, Engine Products of the Company from 2011 to 2014 •Vice President, Europe and Middle East of the Company from 2008 to 2011 •Vice President, Global Industrial Filtration Systems of the Company from 2006 to 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 Advisors of the Carlson School of Management at the University of Minnesota. Other U.S. Public Company Board Memberships (Current and Past Five Years) •AMETEK, Inc.


Pilar Cruz
Age: 51 Director Since: 2017 Committee: •Audit •Corporate Governance			Biography •Chief Sustainability Officer of Cargill, Incorporated, a provider of food, agriculture, financial and industrial products and services, since 2021 •President, Cargill Aqua Nutrition of Cargill from 2019 to 2021 •President, Cargill Feed and Nutrition of Cargill from 2017 to 2019 •Corporate Vice President, Corporate Strategy & Development of Cargill from 2015 to 2017 •Positions of increasing responsibility at Cargill Meats Central America and Cargill Meats Europe from 2011 to 2015 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 serves on the board of World Food Program USA, a non-profit organization. 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 U.S. Public Company Board Memberships (Current and Past Five Years) •None

Directors with Terms Expiring in 2023 (continued)


Ajita G. Rajendra
Age: 70 Director Since: 2010 Committees: •Human Resources - Chair			Biography •Retired from A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating equipment, in 2020 •Executive Chairman of A. O. Smith Corporation from 2018 to 2020 •President of A. O. Smith Corporation from 2011 to 2018, Chief Executive Officer from 2013 to 2018 and Chairman from 2014 to 2018 •Positions of increasing responsibility at A. O. Smith from 2005 to 2011, including Executive Vice President from 2006 to 2011 and Chief Operating Officer from 2011 to 2013 Qualifications Ajita Rajendra brings to the Board his public company leadership expertise and experience at 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 and 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 U.S. Public Company Board Memberships (Current and Past Five Years) •A. O. Smith Corporation •The Timken Company

Directors with Terms Expiring in 2024


James J. Owens
Age: 58 Director Since: 2013 Committees: •Corporate Governance •Human Resources			Biography •President and Chief Executive Officer of H.B. Fuller Company, a leading global adhesives provider, since 2010 •Senior Vice President, Americas of H.B. Fuller Company in 2010 •Senior Vice President, North America of H.B. Fuller Company from 2008 to 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 Advisors 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 U.S. Public Company Board Memberships (Current and Past Five Years) •H.B. Fuller Company

Directors with Terms Expiring in 2024 (continued)


Trudy A. Rautio
Age: 69 Director Since: 2015 Committees: •Audit - Chair •Corporate Governance			Biography •Retired from Carlson, a privately held global hospitality and travel company, in 2015 •President and Chief Executive Officer of Carlson from 2012 to 2015 •Executive Vice President and Chief Administrative Officer of Carlson from 2011 to 2012 •Executive Vice President and Chief Financial Officer of Carlson from 2005 to 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 Securian Financial Group board. 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 U.S. Public Company Board Memberships (Current and Past Five Years) •Merlin Entertainments (2015-2019)


Christopher M. Hilger
Age: 57 Director Since: 2021 Committees: Audit			Biography •Chairman, President and Chief Executive Officer of Securian Financial Group, Inc., an insurance company, since 2017 •Chief Executive Officer of Securian Financial from 2015 to 2017 •President of Securian Financial from 2012 to 2015 Qualifications Chris Hilger brings to the Board his management and financial experience as Chairman, President and CEO of Securian Financial. After Chris joined Securian Financial in 2004, he progressed into positions of greater responsibility in distribution development, mergers and acquisitions and strategic planning. Chris serves on the board of the Federal Reserve Bank of Minnesota, he co-chairs the St. Paul Downtown Alliance and he is a member of the executive committee of the Minnesota Business Partnership. Chris has a bachelor's degree in Finance from Indiana University. Other U.S. Public Company Board Memberships (Current and Past Five Years) •None

Director Dashboard - Current Nominees and Continuing Directors

CORPORATE GOVERNANCE

Corporate Governance Highlights


WHAT WE DO
•Majority independent directors on the Board and all committee members are independent •Independent Lead Director with duties articulated in the Corporate Governance Guidelines •Majority voting standard for the election of directors in uncontested elections •Annual evaluations of the Board and each committee •Board oversight of risk allocated among Board and committees, and includes Audit Committee oversight of technology systems and cybersecurity risks •Human Resources Committee oversight of human capital management and corporate culture and Corporate Governance Committee oversight of sustainability, including environmental, social and political matters						•Single class of voting stock and each share is entitled to one vote •Director may not be re-nominated after attaining age 75 or serving for 18 years, unless an exception is approved by the Board •Directors limited to serving on a total of five public company boards or, in the case of a director serving as a CEO, a total of two public company boards •Succession planning overseen by the Board, with additional succession and development reviews conducted by the Human Resources Committee •Directors and officers prohibited from hedging and pledging company stock •Stock ownership guidelines for directors and officers •No poison pill

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.com under 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 ("HR Committee") be comprised entirely of non-employee directors who meet all of the independence and experience requirements of the NYSE and SEC.

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 2022. 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:


Director / Nominee	Entity	Transactions	% of Entity’s Annual Revenues in Each of the Last 3 years
Pilar Cruz	Cargill, Incorporated	We sell products to and purchase products from Cargill, Incorporated.	Less than 1%
Christopher M. Hilger	Securian Financial Group, Inc.	We purchase products from Securian Financial Group, Inc.	Less than 1%
Richard M. Olson	The Toro Company	We sell products to The Toro Company.	Less than 1%
James J. Owens	H.B. Fuller	We sell products to and purchase products from H.B. Fuller.	Less than 1%
Jacinth C. Smiley	Hormel Foods	We sell products to Hormel Foods.	Less than 1%

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 (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 HR 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 and approving 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 and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year. Certain types of transactions have been evaluated and preapproved by the Board under the policy including:

• 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.

In determining whether to approve or, if prior approval could not reasonably be obtained, ratify, a related person transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms generally consistent with those available to an unaffiliated third party and the extent of the related person’s interest in the transaction. The transaction may only be approved or ratified if the Audit Committee determines that is not inconsistent with the interests of the Company and its stockholders. The Audit Committee may also condition approval or ratification on certain protective actions being taken or implemented.

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 believes that execution of the Company's vision and strategy is currently best served by having a single leader, and that the current CEO is well positioned to serve both roles, complemented by independent Board leadership through the independent Lead Director and independent Board committees.

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 reviews the Company's strategies, processes, and controls with respect to risk assessment and risk management. Oversight of particular risks to the Company's business are allocated to the full Board and its Committees as summarized below. Our Board is kept abreast of the risk oversight efforts by its Committees through regular reports to the full Board by our Committee Chairs.


Board of Directors Oversees Major Risks
• Strategic and competitive • Financial • Brand and reputational • Legal and regulatory • Operational • Cybersecurity • CEO succession planning
Board Committees
Audit Committee Primary Risk Oversight	Human Resources Committee Primary Risk Oversight	Corporate Governance Committee Primary Risk Oversight
•Major financial and other business risk exposure •Financial statement integrity and reporting •Information security, technology, privacy and data protection •Legal, regulatory, and compliance impacting financial statements and internal controls •Internal controls	•Executive compensation policies and practices •Non-executive director compensation policies and practices •Succession planning •Diversity and inclusion	•Governance structure and processes •Legal and policy matters with potential significant reputational impact •Stockholder concerns (including corporate citizenship and sustainability)
Management Key Risk Responsibilities
•Business units identify and manage business risks	•Central functions design risk framework (including setting boundaries and monitoring risk appetite)	•Internal audit provides independent assurances on design and effectiveness of internal controls and governance processes

Meetings and Committees of the Board of Directors

The table below shows the current Chairs and membership of the Board and its Committees, the independence status of each Board member and the number of Board and Board Committee meetings held during fiscal 2022.

Director

Board of Directors

Audit
Committee

Corporate Governance Committee

Human Resources Committee

Tod E. Carpenter*

Pilar Cruz

•

Christopher M. Hilger**

•

Michael J. Hoffman

•

Douglas A. Milroy

•

Willard D. Oberton

•

Richard M. Olson

•

James J. Owens

•

Ajita G. Rajendra

•

Trudy A. Rautio**

•

Jacinth C. Smiley**

•

John P. Wiehoff**

•

Number of FY22 Meetings

C - Chair • - Member * - Non-Independent Director ** - Audit Committee Financial Expert

Each director attended at least 75% of the aggregate of all meetings of the Board and its Committees on which they 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.

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-approves all 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, and discuss major financial and other business risk exposure and risks related to security (including cybersecurity), technology, privacy and data protection.

•			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.

•			Review and discuss generally disclosure and utility of non-GAAP measures and performance metrics, including how these measures are calculated or determined, whether they are consistently prepared and presented and how the Company's disclosure controls and procedures relate to the disclosure of such measures.

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 Christopher M. Hilger, Trudy A. Rautio, Jacinth C. Smiley and John P. Wiehoff as Audit Committee financial experts as defined by SEC regulations.


Human Resources Committee Responsibilities

•			Reviews and approves the CEO’s compensation, leads an annual evaluation of the CEO’s performance, and determines the CEO’s compensation based on this evaluation.

•			Reviews and approves the Company's compensation plans for our 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.

•			Reviews and makes recommendation to the Board regarding the Company's leadership development and succession planning activities and process.

•			Oversee and monitor the Company's strategies and policies related to human capital management and corporate culture, including diversity and inclusion.

The HR Committee has the authority to retain independent compensation consultants to assist in the analysis of our executive compensation program. The HR 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 HR Committee meetings as needed. In its capacity as a compensation consultant to the HR Committee, Willis Towers Watson reports directly to the HR Committee and the HR Committee has sole authority to retain and terminate the consulting relationship.


Corporate Governance Committee Responsibilities

•			Reviews and establishes the process and criteria for the selection of director candidates and recommends director candidates for election to the Board.

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

•			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.

•			Oversees the sustainability of the Company's business operations and practices regarding environmental, social, and political matters.

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

Director Selection Process

The Corporate Governance Committee generally identifies and recommends to the Board new directors through the following process:


Source Candidate Pool
The Corporate Governance Committee will consider candidates recommended by the current directors, Officers, director search firms, and our stockholders. Periodically, the Committee will engage with one or more search firms to assist in identifying qualified director candidate.

Evaluate Qualified Candidates
Assess candidates in accordance with our Bylaws, Corporate Governance Guidelines and applicable legal and regulatory requirements	Evaluate candidates' qualifications, including experience as a chairman of a board of directors, a CEO or other senior management, and business expertise	Consider candidates' diversity, including race, gender, national origin, differences of background, professional and global experience, education, and other individual qualities and attributes	Review candidates' independence, ethical standards, records of accomplishment and ability to provide valuable perspectives and meaningful oversight

Recommend and Nominate
The Corporate Governance Committee recommends to the Board, and the Board approves, director nominees who are best qualified to serve the interests of the Company and who possess the highest personal and professional ethics, integrity and values and are committed to representing the long-term interests of the stockholders.

Appoint or Elect to the Board
The Board, considering the Corporate Governance Committee's recommendation, appoints nominees as directors and recommends a slate of nominees to be presented for election at each Annual Meeting of Stockholders.

Stockholder Nominations and Recommendations of Director Candidates

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 of Stockholders. Stockholders who wish to recommend a candidate for consideration should follow the same procedures.

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).

The Corporate Governance Committee will evaluate director candidates recommended by stockholders in accordance with the same criteria for director selection as is described in under “Director Selection Process” above. No stockholders submitted director nominations in connection with the Annual 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.

Board Evaluations

The Board recognizes that a routine evaluation process is an essential part of good corporate governance and board effectiveness. The Board and each Committee conducts an annual self-evaluation of their performance, with the following process:


Annual Self-Evaluation Process and Questionnaire
The Corporate Governance Committee reviews the self-evaluation process on a regular basis, including topics to be added to the self-evaluation questionnaires used to obtain feedback from directors. The questionnaires seek to obtain feedback about the Board, the Committees and their leadership in key areas of board practices designed to identify opportunities for improving Board and the Committee processes and effectiveness.

Self-Evaluation Feedback
Each director provides feedback on the topics addressed in the questionnaire for the Board and the Committees on which the director serves. The feedback received from individual directors is compiled, without attribution to the individual directors, and organized in a summary report.

Review and Discussion of Summary of Results
The summary of results from the self-evaluation questionnaires is reviewed and analyzed by the Chair of the applicable Committee and the Lead Director, and, in the case of the Board self-evaluation, the Lead Director and the Chairman of the Board. The Board and each Committee then reviews and discusses the summary in executive session without management present. The Chair of each Committee reports back to the full Board on the Committee self-evaluations.

Implement Recommendations
Any recommended process or other improvements resulting from the feedback and discussion are incorporated into the Board or Committee practices.

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 HR 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.

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.

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 chair retainers and equity awards as defined under our Company’s Compensation Plan for Non-Employee Directors (the “Non-Employee Director Plan”), and until April 2022, also included committee member retainers. 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 2022, each non-employee director who had been a director for five years had met his or her ownership requirement.

Director Compensation Process

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

As an independent executive compensation consultant, Willis Towers Watson assisted the HR Committee in the review of non-employee director compensation. For 2022, Willis Towers Watson conducted a market assessment based on data gathered from 2021 Peer Group proxy filings.

Given the global pandemic and various economic condition uncertainties, no compensation analysis was completed for non-employee directors for fiscal 2021. All compensation elements remained the same as they were previously set in fiscal 2020. For 2022, the market assessment indicated that our non-employee director compensation program was slightly below market. As recommended by Willis Towers Watson, the following adjustments were approved by the HR Committee to align with market practices:

•Annual Board Retainer increased from $58,000 to $75,000, effective April 2022, which now includes the Annual Committee Member Retainers that were eliminated effective April 2022;

•Lead Director Annual Retainer increased from $25,000 to $30,000, effective April 2022;

•Committee Chair Retainer increased to be the equivalent of the 2021 Annual Committee Member Retainers plus the 2021 Annual Committee Chair Retainers, effective April 2022; and

•Annual Equity Value increased from $140,000 to $150,000, effective January 2023.

Director Compensation Program Elements

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


Board Membership Compensation	Fiscal 2021	Fiscal 2022
Annual Board Retainer (1)	$58,000	$75,000
Annual Equity Value	$140,000	$150,000 (2)
Annual Committee Member Retainers
Audit Committee Member	$12,000	N/A
Human Resources Committee Member	$5,000	N/A
Corporate Governance Committee Member	$5,000	N/A
Annual Committee Chair Retainers
Audit Committee Chair	$10,000	$22,000
Human Resources Committee Chair	$10,000	$15,000
Corporate Governance Committee Chair	$10,000	$15,000
Lead Director Annual Retainer	$25,000	$30,000

______________

(1) Effective April 1, 2022, Annual Committee Member Retainers are incorporated into the Annual Board Retainer.

(2) Annual equity value increase effective January 2023.

Annual Board Retainer

Effective January 1, 2021, non-employee director annual retainer is paid on a quarterly basis. Prior to January 1, 2021, annual retainer was processed annually on the first business day following January 1st when the NYSE is open for trading. All non-employee 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. 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.

New non-employee directors appointed to the Board during the fiscal year 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 receives 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 option pricing model. 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 non-employee 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 cash 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 non-employee director’s account. The common stock will be distributed to each non-employee 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.

Fiscal 2022 Director Compensation

The following table outlines the compensation earned by our non-employee directors for the fiscal year ended on July 31, 2022.


Name	Fees Earned or Paid in Cash (1) ($)	Stock Awards (2)(4) ($)	Option Awards (5) ($)	Total ($)
Andrew Cecere (6)	17,500	—	—	17,500
Pilar Cruz	36,667	107,003	69,616	213,286
Christopher M. Hilger	4,833	131,062	75,250	211,145
Michael J. Hoffman	81,500	70,368	69,616	221,484
Douglas A. Milroy	75,000	70,368	69,616	214,984
Willard D. Oberton	92,750	86,592	69,616	248,958
Richard M. Olson	48,833	63,480	64,388	176,701
James J. Owens	17,000	124,898	69,616	211,514
Ajita G. Rajendra	71,500	70,368	69,616	211,484
Trudy A. Rautio	—	145,425	69,616	215,041
Jacinth C. Smiley	49,167	63,480	64,388	177,035
John P. Wiehoff	—	158,824	69,616	228,440

_____________

(1) This column shows the board retainer as well as any applicable committee retainer and/or chair retainer for fiscal 2022 that each non-employee director has elected to receive in cash or deferred cash.

(2) This column represents the aggregate grant date fair value of deferred stock awards and RSUs granted during fiscal 2022 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 granted as part of the annual equity grant. The following table specifies the number of deferred stock awards granted quarterly and RSU awards granted on January 3, 2022, or following Board appointment, along with the grant date fair value of each award based on the closing market price of the stock on the grant date.


Name	Deferred Stock Awards (#)	Restricted Stock Units (3) (#)	Grant Date Fair Value ($)
Pilar Cruz
Q4 2021 Retainer - 10/1/21	149	—	8,739
Q1 2022 Retainer - 1/3/22	149	—	8,737
Q1 2022 Committee Change - 3/3/22	8	—	423
Q2 2022 Retainer - 4/1/22	177	—	9,362
Q3 2022 Retainer - 7/1/22	193	—	9,374
RSU - 1/3/22	—	1,200	70,368
Christopher M. Hilger
Q1 2022 Retainer - 1/3/22	298	—	17,475
Q2 2022 Retainer - 4/1/22	355	—	18,776
Q3 2022 Retainer - 7/1/22	386	—	18,748
RSU - 12/2/21	—	100	5,695
RSU - 1/3/22	—	1,200	70,368
Michael J. Hoffman
RSU - 1/3/22	—	1,200	70,368
Douglas A. Milroy
RSU - 1/3/22	—	1,200	70,368
Willard D. Oberton
Q1 2022 Retainer - 1/3/22	85	—	4,984
Q2 2022 Retainer - 4/1/22	106	—	5,606
Q3 2022 Retainer - 7/1/22	116	—	5,634
RSU - 1/3/22	—	1,200	70,368

SEC Form DEF 14A filed by Donaldson Company Inc.