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 ~~20, 2017.~~19, 2022.



Name and Address of Beneficial Owner			Amount and Nature of Beneficial Ownership		Percent of Class
~~State Farm Mutual Automobile Insurance Company~~			~~12,372,156~~⁽¹⁾	~~9.5~~
~~One State Farm Plaza~~
~~Bloomington, IL 61710~~

The Vanguard Group, Inc.	~~11,222,408~~12,377,096⁽²⁾(1)			~~8.6~~10.0%
100 Vanguard Boulevard
Malvern, PA 19355

BlackRock, Inc.			~~9,876,736~~10,582,711⁽³⁾(2)		~~7.6~~8.6%
55 East 52^nd Street
New York, NY 10055

State ~~Street Corporation~~Farm Automobile Insurance Company			~~6,960,625~~10,187,783⁽⁴⁾(3)		~~5.4~~
~~State Street Financial Center~~		8.3%
One ~~Lincoln Street~~State Farm Plaza
~~Boston, MA 02111~~Bloomington, IL 61710

_______________

~~(1)~~

Based on information provided in a Schedule 13G jointly filed with the SEC on January 23, 2017 by State Farm Mutual Automobile Insurance Company, an insurance company (“Auto Company”), and certain of its subsidiaries and affiliates. 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 Investment Management Corp., an investment adviser and registered transfer agent (“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 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; and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees (“SF Thrift Plan”) reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 1,238,873

(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. 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 three Delaware business trusts that are registered investment companies. Auto Company also sponsors SF Retirement Trust and SF Thrift Plan, two qualified retirement plans, 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 shares of each entity 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.

~~(2)~~

Based on information provided in a Schedule 13G/A filed with the SEC on February 9, 2017 by The Vanguard Group, Inc., an investment adviser (“Vanguard”). Vanguard reported that it has sole power to vote 76,026 shares, shared power to vote 14,230 shares, sole power to dispose of 11,138,348 shares and shared power to dispose of 84,060 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 69,830 shares, as a result of its service as investment manager of collective trust accounts, and Vanguard Investments is the beneficial owner of 20,426 shares, as a result of its serving as investment manager of Australian investment offerings.


~~(3)~~	Based on information provided in a Schedule 13G/A filed with the SEC on January 23, 2017 by BlackRock, Inc., a parent holding company ("BlackRock"). BlackRock reported that it has sole power to vote or direct the vote of 9,361,635 shares and sole power to dispose of or direct the disposition of 9,876,736 shares.


~~(4)~~	Based on information provided in a Schedule 13G filed with the SEC on February 9, 2017 by State Street Corporation, a parent holding company, together with certain of its direct or indirect subsidiaries (“State Street”). State Street reported that it had shared power to vote or direct the vote of and shared power to dispose or direct the disposition of 6,960,625 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, ~~beneficially owned,~~ as of September ~~6, 2017,~~19, 2022, by each director, each director nominee, ~~for director,~~ each of the Named Executive Officers (“NEOs” as identified on page ~~24)~~32) and all current executive officers (“Officers”), directors and ~~directors~~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 ~~6, 2017.~~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

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)

Exercisable
Options
Included in
Total
Amount
Column

Employee Director and Named Executive Officers
Amy C. Becker 66,045
* 0 43,334

Tod E. Carpenter 360,735
* 0 279,767

Scott J. Robinson 15,900
* 0 8,000

Thomas R. Scalf 63,369
* 0 49,667

Jeffrey E. Spethmann 47,684
* 0 33834

Non-Employee Directors and Nominee
Andrew Cecere 32,357
* 0 30,567

Pilar Cruz 0
* 0 0

Michael J. Hoffman 126,248
* 0 98,967

Douglas A. Milroy 5,701
* 0 4,367

Jeffrey Noddle 212,806
* 0 113,367

Willard D. Oberton 112,714
* 0 98,967

James J. Owens 41,023
* 0 37,767

Ajita G. Rajendra 84,637
* 0 70,167

Trudy A. Rautio 20,615
* 0 15,567

John P. Wiehoff 143,907
* 0 98,967

Current Directors and Officers as a Group 1,421,464
* 0 1,052,140

~~______________~~_______________

*Indicates less than 1% of our outstanding common stock


~~(1)~~	(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: Ms. Becker, 6,701 shares; Mr. Carpenter, 8,978 shares; Mr. Robinson, 288 shares; Mr. Scalf, 6,275 shares; Mr. Spethmann, 1,175 shares; and all Directors and Officers as a Group, 23,696 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, 257 shares; Mr. Carpenter, 4,247 shares; Mr. Robinson, 112 shares; Mr. Scalf, 1,033 shares; Mr. Spethmann, 0 shares; and all Directors and Officers as a Group, 5,656 shares. Voting of shares held in the Deferred Compensation and 401(k) Excess Plan trust is passed through to the participants.

~~(3)~~

Includes the following shares held in the non-employee director’s deferred stock account trust: Mr. Cecere, 1,790 shares; Ms. Cruz, 0 shares; Mr. Hoffman, 27,281 shares; Mr. Milroy, 734 shares; Mr. Noddle, 50,111 shares; Mr. Oberton, 11,747 shares; Mr. Owens, 3,256 shares; Mr. Rajendra, 14,270 shares; Ms. Rautio, 5,048 shares; Mr. Wiehoff, 44,540 shares; and all Directors and Officers as a Group, 158,777 shares. Voting of shares held in the deferred stock account trust is passed through to the participants.

(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) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~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 ~~2017,~~2022, all Section

16(a) filing requirements applicable to the Company’s Directors and Officers were satisfied, except that ~~Jeffrey E. Spethmann~~a Form 3 was filed ~~one~~ 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 ~~report an open market purchase~~administrative delays on the part of ~~Company common stock.~~the Company.

ITEM 1: ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board ~~of Directors~~ 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 ~~of Directors~~ currently consists of ~~10 directors.~~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 ~~2017~~2022 Annual Meeting of Stockholders are ~~Tod E. Carpenter, Jeffrey Noddle~~Douglas A. Milroy, Willard D. Oberton, Richard M. Olson, and ~~Ajita G. Rajendra.~~Jacinth C. Smiley. Mr. ~~Noddle is~~Hoffman and Mr. Wiehoff are not standing for re-election when his term ends. The Board has nominated Pilar Cruz as a nominee for election to the Board. Ms. Cruz is standing for election by stockholders for the first time at the Annual Meeting. Ms. Cruz was identified as a candidate by a non-employee director on the Board. The Corporate Governance Committee performed a thorough evaluationfollowing expiration of ~~Ms. Cruz’s qualifications following the Company’s specific guidelines and qualification standards prior to nominating her for election to the Board.~~ their terms.

The Corporate Governance Committee and the Board ~~of Directors~~ reviewed and considered the qualifications and service of ~~Messrs. Carpenter~~Douglas A. Milroy, Willard D. Oberton, Richard M. Olson, and ~~Rajendra~~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 ~~of Directors~~ 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~~Douglas A. Milroy, Willard D. Oberton, Richard M. Olson, and ~~Ajita G. Rajendra~~Jacinth C. Smiley for a three-year ~~terms~~term expiring in ~~2020.~~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 ~~briefly~~ 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 ~~2017~~

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


Pilar Cruz
~~Age - 46~~ ~~Nominee~~Age: 51 Director Since: 2017 ~~Committees:~~Committee: ~~None~~•Audit •Corporate Governance			Biography ~~Corporate Vice President, Corporate Strategy & Development (2015)~~•Chief Sustainability Officer of Cargill, Incorporated, a provider of food, agriculture, financial and industrial products and ~~services. Previously,~~ 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 & ~~Business Unit Leader,~~Development of Cargill ~~Meats Europe (2013-2015); General Manager,~~from 2015 to 2017 •Positions of increasing responsibility at Cargill Meats Central America ~~(2012-2013);~~ and ~~Integration Manager,~~ Cargill Meats ~~Central America (2011-2012).~~Europe from 2011 to 2015 Qualifications ~~The Board selected~~ Pilar Cruz ~~as a nominee after considering~~brings to the Board her experience and expertise in corporate strategy, management and global ~~leadership experience. The Board believes that the experience~~leadership. Pilar has gained this valuable experience from her various leadership and management roles at ~~Cargill and her~~Cargill. Her global experience ~~will provide~~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 ~~Boards:~~Board Memberships (Current and Past Five Years) •None

Directors with Terms Expiring in 2023 (continued)


Ajita G. Rajendra
~~Age - 65~~ Age: 70 Director ~~since~~Since: 2010 Committees: ~~Audit~~ •Human Resources - Chair			Biography ~~Chairman (2014), President and Chief Executive Officer (2013) of A.O.~~•Retired from A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating ~~equipment. Previously,~~ 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 ~~(2011-2013); Executive Vice President (2006-2011); Senior Vice President (2005-2006); and President, A.O. Smith Water Products Company (2005-2011).~~from 2011 to 2013 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.~~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.~~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 ~~Boards:~~ Board Memberships (Current and Past Five Years) • ~~A.O.~~A. O. Smith Corporation ~~and the~~ •The Timken Company

Directors with Terms Expiring in ~~2018~~

2024



~~Andrew Cecere~~
~~Age - 57~~ ~~Director since 2013~~ ~~Committees:~~ ~~Audit~~	~~Biography~~ President (2015) and Chief Executive Officer (2017) of U.S. Bancorp, a financial services provider. 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 President and Chief Executive Officer, and former Vice Chairman, Chief Operating Officer, and Chief Financial Officer, of U.S. Bancorp, the parent company of U.S. Bank National Association, the 5th largest commercial bank in the United States. U.S. Bank 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 - 53~~ Age: 58 Director ~~since~~Since: 2013 Committees: •Corporate Governance •Human Resources		Biography •President and Chief Executive Officer ~~(2010)~~ of H.B. Fuller Company, a leading global adhesives ~~provider. Previously,~~ provider, since 2010 •Senior Vice President, Americas ~~(2010) and~~ of H.B. Fuller Company in 2010 •Senior Vice President, North America ~~(2008-2010).~~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~~board experience. Jim currently serves on the Board of ~~Overseers~~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 ~~Boards:~~Board Memberships (Current and Past Five Years) •H.B. Fuller Company

Directors with Terms Expiring in 2024 (continued)


Trudy A. Rautio
~~Age - 64~~ Age: 69 Director ~~since~~Since: 2015 Committees: •Audit - Chair •Corporate Governance			Biography •Retired ~~President and Chief Executive Officer (2012-2015) of~~from Carlson, a privately held global hospitality and travel ~~company. Previously,~~ company, in 2015 •President and Chief Executive Officer of Carlson from 2012 to 2015 •Executive Vice President and Chief Administrative Officer ~~(2011-2012) and~~ of Carlson from 2011 to 2012 •Executive Vice President and Chief Financial Officer ~~(2005-2011).~~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 ~~following private boards: Cargill and~~ Securian Financial ~~Group.~~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 ~~Boards:~~Board Memberships (Current and Past Five Years) •Merlin Entertainments (2015-2019)

~~Directors with Terms Expiring in 2019~~



~~Michael J. Hoffman~~Christopher M. Hilger
~~Age - 62~~ Age: 57 Director ~~since 2005~~ Since: 2021 Committees: ~~Corporate Governance~~ ~~Human Resources~~ Audit			Biography •Chairman, ~~(2006) of The Toro Company, a provider of outdoor maintenance~~President and ~~beautification products. Previously,~~ Chief Executive Officer ~~(2005-2016);~~ of Securian Financial Group, Inc., an insurance company, since 2017 •Chief Executive Officer of Securian Financial from 2015 to 2017 •President ~~(2004-2015); Group Vice President (2001-2004); and Vice President and General Manager (2000-2001).~~of Securian Financial from 2012 to 2015 Qualifications ~~Mike Hoffman~~Chris Hilger brings to the Board his ~~expertise~~management and financial experience as ~~a public company leader at The Toro Company where~~Chairman, President and CEO of Securian Financial. After Chris joined Securian Financial in 2004, he ~~started~~progressed into positions of greater responsibility in ~~1977~~distribution development, mergers and ~~is now Chairman of the Board. Mike adds valuable marketing~~acquisitions 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. Mike currentlyplanning. Chris serves on the ~~Board of Overseers~~board of the ~~Carlson School~~Federal Reserve Bank of ~~Management at~~Minnesota, he co-chairs the ~~University~~St. Paul Downtown Alliance and he is a member of ~~Minnesota. Mike~~the executive committee of the Minnesota Business Partnership. Chris has a ~~Bachelor’s~~bachelor's degree in ~~Marketing Management~~Finance from ~~the University of St. Thomas and an M.B.A degree from the University of Minnesota - Carlson School of Management.~~ Indiana University. Other U.S. Public Company ~~Boards:~~ Board Memberships (Current and Past Five Years) •~~The Toro Company~~None

Director Dashboard - Current Nominees and Continuing Directors

CORPORATE GOVERNANCE

Corporate Governance Highlights


~~Douglas A. Milroy~~			WHAT WE DO
~~Age - 58~~ ~~Director since March 2016~~ ~~Committees:~~ ~~Audit~~		~~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~~

~~Willard D. Oberton~~
~~Age - 59~~ ~~Director since 2006~~ ~~Committees:~~ ~~Corporate Governance~~	~~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 servesMajority independent directors on the Board ~~of Wincraft Inc., a privately held company. Will has a Marketing degree from St. Cloud Technical~~ and ~~Community College.~~ all committee members are independent ~~Other Public Company Boards:~~• ~~Fastenal Company~~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

~~Directors with Terms Expiring in 2019 (continued)~~

•Single class of voting stock and each share is entitled to one vote



~~John P. Wiehoff~~
~~Age - 56~~ •Director ~~since 2003~~ ~~Committees:~~ ~~Audit~~	~~Biography~~ ~~Chairman (2007), Chief Executive Officer (2002), and President (1999) of C.H. Robinson Worldwide, Inc., a transportation, logistics, and sourcing company.~~ ~~Qualifications~~ ~~John Wiehoff brings to~~may not be re-nominated after attaining age 75 or serving for 18 years, unless an exception is approved by the Board ~~his expertise~~ •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 ~~leader at C.H. Robinson. John has significant public~~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 ~~financial experience, first as a CPA at a large public accounting firm~~stock •Stock ownership guidelines for directors 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 C.H. Robinson Board since 2001, the Donaldson Board since 2003 and the Polaris Industries Board since 2007. John has a Bachelor's degree from St. John’s University. officers ~~Other Public Company Boards:~~• ~~C.H. Robinson and Polaris Industries Inc.~~No poison pill

~~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.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 ~~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) $1,000,000 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.~~

~~The Board has~~ evaluated the transactions and relationships between each of our non-employee directors ~~and our director nominee~~ and the Company, including those companies where directors or nominees serve as an ~~officer.~~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 ~~and Relationship~~			Transactions		% of Entity’s Annual Revenues in Each of the Last 3 years
~~Andrew Cecere~~			~~U.S. Bancorp~~	U.S. Bancorp provides commercial banking, brokerage, trust and financing services, cash management, foreign exchange, serves as a co-lead participant in our syndicated revolving credit facility (fiscal 2015 and fiscal 2017), and has served as lead placement agent for a private placement (fiscal 2015).⁽¹⁾	~~Less than 1%~~
Pilar Cruz	Cargill, Incorporated			We sell products to and purchase products from Cargill, Incorporated.			Less than 1%
~~Michael J. Hoffman~~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%~~
~~Douglas A. Milroy~~	~~G&K Services, Inc.~~	~~We purchase uniform and facility product rental services from G&K Services.~~	~~Less than 1%~~
~~Willard D. Oberton~~	~~Fastenal Company~~	~~We sell products to and purchase products from Fastenal~~ Company.	Less than 1%
James J. Owens			H.B. Fuller			We sell products to and purchase products from H.B. Fuller.		Less than 1%
~~Ajita G. Rajendra~~Jacinth C. Smiley			~~A.O. Smith Corporation~~Hormel Foods			We sell products to ~~A.O. Smith Corporation.~~		~~Less than 1%~~
~~John P. Wiehoff~~	~~C.H. Robinson Worldwide, Inc.~~	~~We purchase logistics services from C.H. Robinson Worldwide, Inc.~~Hormel Foods.	Less than 1%

~~___________~~

~~(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 payments was material to either us or U.S. Bancorp. In fiscal 2017, we did not use U.S. Bancorp for any investment banking, consulting or advisory services.

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~~HR Committees is an independent director.

Policy and Procedures Regarding Transactions with Related Persons

Our Board, ~~of Directors,~~ 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 ~~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.~~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:~~policy including:

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

• 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~~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 ~~of Directors~~ 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 ~~the~~ Lead Director.

~~On August 1, 2017, the Board announced that it appointed our CEO, Mr.~~

Tod Carpenter serves as both Chairman of the Board ~~effective at~~and CEO. Since the ~~Annual Meeting. Mr. Carpenter will replace Mr. Noddle, who~~position of Chairman is not ~~standing for re-election at the Annual Meeting. At the same time,~~held by an independent director, the Board appointed ~~Mr.~~Willard Oberton, the Chair of the Corporate Governance Committee, to serve as ~~our~~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 ~~also effective at the Annual Meeting. The~~and independent Board ~~determined to appoint Mr. Carpenter as Chairman after considering the leadership skills and experience he has gained since becoming CEO in 2015.~~committees.

~~In considering this change in leadership, the~~The Board and its Corporate Governance Committee considered that all directors, other than ~~Mr.~~Tod Carpenter, are independent, all ~~committees~~Committees are comprised solely of independent directors, and the Board ~~would retain~~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 ~~Committees~~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 ~~further~~ believe that our Board leadership structure effectively supports the risk oversight function of our Board.

Risk Oversight by Board of Directors

Our Board ~~of Directors~~ 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~~reviews the ~~Company’s~~Company's strategies, processes, and controls with respect to risk assessment and risk ~~management and assists the Board in its oversight~~management. Oversight of ~~risk management.~~

~~The Human Resources Committee has responsibility in its Charter to review and assess risk with respect~~particular risks to the ~~Company’s compensation arrangements~~Company's business are allocated to the full Board 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, non-employee director compensation, and the Company’s corporate governance practices.~~

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

~~There were six meetings~~The table below shows the current Chairs and membership of the Board and its Committees, the independence status of ~~Directors in~~each Board member and the number of Board and Board Committee meetings held during fiscal ~~2017.~~ 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 ~~she or he~~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.

~~The Board of Directors 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~~



Audit Committee Responsibilities			~~Number of Meetings in Fiscal 2017: 8~~

•	~~Appoints~~Selects and ~~replaces~~evaluates the independent registered public accounting firm and oversees its work.		~~Directors who serve on the Committee:~~ ~~John P. Wiehoff, Chair~~ ~~Andrew Cecere~~ ~~Douglas A. Milroy~~ ~~Ajita G. Rajendra~~ ~~Trudy A. Rautio~~

•	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 ~~assists the Board in its oversight of~~discuss major financial and other business risk ~~management.~~	exposure and risks related to security (including cybersecurity), technology, privacy and data protection.

•	Reviews the appointment, performance, and replacement of the ~~senior~~ internal audit ~~executive~~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 ~~handling~~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~~



Human Resources Committee Responsibilities			~~Number of Meetings in Fiscal 2017: 4~~

•	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.		~~Directors who serve on the Committee:~~ ~~Michael J. Hoffman, Chair~~ ~~Jeffrey Noddle~~ ~~James J. Owens~~ ~~Ajita G. Rajendra~~

•	Reviews and approves ~~executive~~the Company's compensation plans for our Officers, including incentive plan goals and measurements, as well as all equity-based ~~plans.~~	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 ~~Human Resources~~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 doperform an annual benchmarking review of our executive compensation program and to be available for HR Committee meetings as needed. ~~In March 2017, the Committee engaged Willis Towers Watson as its independent executive compensation consultant.~~ In its capacity as a compensation consultant to the HR Committee, Willis Towers Watson reports directly to the HR Committee and the HR Committee ~~retains~~has sole authority to retain and terminate the consulting relationship. ~~Prior to March 2017, Mercer served in the capacity of an independent executive compensation consultant to the Committee.~~

The review of our executive compensation program for fiscal 2017 and for fiscal 2018 was completed by Mercer and Willis Towers Watson, respectively. Below is a summary of different services provided and associated fees received by Mercer and Willis Towers Watson.



~~Services~~	~~Fees~~
~~Mercer~~
~~Executive compensation support prior to March 2017~~	~~$49,716~~
~~Non-executive compensation survey and support~~	~~$41,855~~
~~Actuarial, pension and other benefits-related services~~ ⁽¹⁾	~~$292,090~~
~~Willis Towers Watson~~
~~Executive and Board compensation support beginning March 2017~~	~~$45,135~~
~~Non-executive compensation survey~~	~~$19,782~~
~~Benefits consulting and brokerage services~~	~~$127,368~~

~~___________~~


~~(1)~~	Actuarial, pension, and other benefits-related services are supported by other companies affiliated with Mercer whose businesses are unrelated to the provision of compensation-related consulting services. These affiliated companies have been engaged by management as the Company’s actuary since 2002.

All of the additional services performed by Mercer and 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 Mercer and 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 by both consulting firms. The Committee concluded that no conflict of interest exists that would prevent Mercer and Willis Towers Watson from independently advising the Committee.

~~Corporate Governance Committee~~



Corporate Governance Committee Responsibilities			~~Number of Meetings in Fiscal 2017: 3~~

•	Reviews and establishes the process and criteria for the ~~consideration and~~ selection of director candidates and recommends director candidates for election to the Board.		~~Directors who serve on the Committee:~~ ~~Willard D. Oberton, Chair~~ ~~Michael J. Hoffman~~ ~~James J. Owens~~ ~~Trudy A. Rautio~~

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

•	Reviews and recommends ~~the~~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 ~~Board’s~~ annual ~~self-evaluation~~performance evaluation of the Board, its Committees, and management process.

•	~~Reviews~~Oversees the sustainability of the Company's business operations and ~~recommends to the Board the compensation paid to the independent non-employee directors.~~	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, ~~CEO evaluation, CEO and management succession and development planning,~~ 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 ~~Donaldson’s~~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 of Directors. 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 ~~of Directors~~ 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 ~~Directors~~12 directors and effective at the 2022 Annual Meeting of Stockholders, the Board has ~~currently established~~set 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~~

Director Selection Process

The Corporate Governance Committee ~~each year~~generally identifies and recommends to the Board ~~will recommend~~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 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 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 nationally recognized search firms to assist in identifying strong director candidates.Director 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.~~ 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 ~~this year’s meeting.~~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 ~~conducted~~conducts an ~~evaluation~~annual self-evaluation of ~~its respective~~their performance, ~~in fiscal 2017.~~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 ~~the Board of Directors.~~our Board. You ~~can~~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 ~~of Directors~~ also are posted on our ~~Investors~~Investor Relations website, ir.donaldson.com, under Corporate Governance - Governance Documents.

~~Audit Committee Expertise;~~ 24

Complaint-Handling Procedures

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.

In accordance with federal law, the Audit Committee has adopted procedures governing the receipt, retention, and ~~handling~~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 ~~provide equity-based compensation that aligns director compensation~~align with the long-term interests of our stockholders. ~~Annual compensation for~~Our non-employee director compensation is comprised of board ~~and~~retainers, committee chair retainers and ~~a stock option grant.~~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 ~~which requires them to own shares~~ equal to ~~five times their annual retainer~~$400,000 and the ownership requirement must be achieved within five years of their election as a director. As of the end of fiscal ~~2017,~~2022, each non-employee director who had been a director for five years had met his or her ownership requirement.

Director Compensation Process

The ~~Corporate Governance~~HR Committee ~~assists~~assisted the Board ~~of Directors~~ in providing oversight onof non-employee director compensation by annually reviewing competitive market data and making recommendations to the Board of Directors for its approval. The Corporate Governance Committee is assisted in performing its duties by our Human Resources Department andengaging an independent ~~outside~~ executive compensation ~~consultant.~~consultant to counsel on leading pay practices and governance.

As an independent executive compensation consultant, Willis Towers Watson ~~was engaged to~~assisted the HR Committee in the review ~~our~~of non-employee director ~~compensation program during fiscal 2017.~~

compensation. For 2022, Willis Towers ~~Watson's review consisted of an~~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 ~~of competitive market data from an established peer group of companies that~~ was ~~used~~completed for ~~the executive compensation review~~non-employee directors for fiscal ~~2017 (see~~2021. All compensation elements remained the ~~Compensation Process section of~~same as they were previously set in fiscal 2020. For 2022, the ~~Compensation Discussion and Analysis for additional details).~~

~~Overall, the review~~market assessment indicated that our non-employee director compensation program ~~is aligned with market trends. Cash compensation is~~was slightly below market. As recommended by Willis Towers Watson, the ~~median of~~following adjustments were approved by the ~~peer group and equity compensation is above the median of the peer group. The review also concluded that modest adjustments should be made~~HR Committee to ~~certain of the annual committee retainers to better~~ align with market ~~data,~~practices:

•Annual Board Retainer increased from $58,000 to $75,000, effective April 2022, which ~~changes will~~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 ~~effective on January 1, 2018 and are discussed below. As part~~the equivalent of the ~~review,~~2021 Annual Committee Member Retainers plus the ~~Corporate Governance~~2021 Annual Committee ~~also determined~~Chair Retainers, effective April 2022; and

•Annual Equity Value increased from $140,000 to ~~distribute the value of future equity compensation in the form of stock options and restricted stock, as described in more detail below.~~$150,000, effective January 2023.

Director Compensation Program Elements

The non-employee director compensation program is ~~made up~~comprised of annual retainers, annual equity awards, Committee member retainers, and ~~an annual stock option grant. The following~~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 ~~key characteristics of each compensation element.~~incorporated into the Annual Board Retainer.

(2) Annual equity value increase effective January 2023.

Board Membership Compensation Fiscal 2016 Fiscal 2017
Annual Retainer $53,000 $53,000
Annual Stock Option Value $140,000 $140,000

Annual Board Retainer

~~Non-employee directors receive an~~Effective January 1, 2021, non-employee director annual retainer ~~of $53,000, of which $15,000~~ is ~~automatically remitted to~~paid on a ~~deferred stock account. The number of shares of stock deferred is equal to the $15,000 remittance divided by the most recent closing stock price, which is typically the last day prior~~quarterly basis. Prior to January ~~1st that the NYSE is open for trading. The remainder of the~~1, 2021, annual retainer ~~payment is typically~~was processed annually on the first business day following January 1^st ~~and~~when the NYSE is ~~paid~~open for trading. All non-employee directors receive retainer payments in cash unless ~~the~~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 ~~remaining~~annual retainer ~~into the Donaldson Company, Inc. Compensation Plan for Non-Employee Directors.~~needs to be automatically deferred.

ANew non-employee ~~director who is newly~~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.

~~Stock Options~~Annual Equity Awards

Non-employee directors receive an annual ~~stock option grant with a value of $140,000~~equity awards on the first business day following January 1^st of each year. ~~Awards are granted under the Company's Non-qualified Stock Option Program for Non-Employee Directors.~~ The ~~number of options granted~~total equity value is ~~determined by dividing $140,000 by the expected value of an option to purchase a share of stock using the Black Scholes option pricing method. The date of the~~divided equally between stock option ~~grant in fiscal 2017 was January 3, 2017. The number of options granted to each~~and restricted stock unit awards. A new non-employee director ~~was 13,200. The grant price is the closing stock price on the date of grant. The options have a ten-year term and are subject to~~

~~a three-year vesting schedule so that one-third of the shares vest on the first, second, and third anniversaries of the grant date.~~

~~A non-employee director who is newly~~ appointed to the Board during the fiscal year ~~will receive~~receives a prorated ~~stock option grant~~equity value based on the number of completed months served on the Board for that year.

~~Effective for~~ Stock Options

A stock option award represents 50% of each non-employee ~~director compensation issued on and after January 1, 2018, directors will receive the $140,000 value of~~director’s total annual equity ~~awards in the form~~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 the value of equity divided equally between both forms of awards. The stock options will have the same terms as the stock options granted currently, and the restricted stock will have a one-year vesting period.

~~Additional Annual Retainers~~

~~Non-employee directors receive the following additional annual retainers:~~

Non-Employee Director Compensation Fiscal 2016 Fiscal 2017
Annual Committee Member Retainers
    Audit Committee Member $12,000 $12,000
    Human Resources Committee Member $3,000 $3,000
    Corporate Governance Committee Member $2,000 $2,000
Annual Committee Chair Retainers
    Audit Committee Chair $22,000 $22,000
    Human Resources Committee Chair $15,000 $15,000
    Corporate Governance Committee Chair $15,000 $15,000
Lead Director Annual Retainer ⁽¹⁾
$15,000 $15,000
Chairman of the Board Annual Retainer $120,000 $120,000

~~___________~~


~~(1)~~	~~Effective April 1, 2016, Mr. Noddle transitioned from the Lead Director role to serve in the capacity of the Chairman of the Board.~~

~~Effective for director compensation~~any quarterly dividends paid on ~~and after January 1, 2018,~~ the ~~annual committee member retainers for~~Company's common stock. Each RSU award, together with any associated dividend equivalent units, cliff vests 100% on the ~~Corporate Governance and Human Resources Committees will increase to $5,000, and~~first anniversary of the ~~annual committee chair retainers for the Corporate Governance and Human Resources Committees will decrease to $10,000.~~grant date.

Deferred Compensation

The Company sponsors ~~the Donaldson Company, Inc. Compensation Plan for Non-Employee Directors,~~ a non-qualified deferred compensation ~~plan. The~~ 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 current basis;~~

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

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

Any ~~amount deferred into a~~ deferred cash ~~account made after December 31, 2010~~amount will accrue an interest equal to the ten-year Treasury Bond rate. ~~Deferrals made on or prior to December 31, 2010 will be credited with interest at a rate equal to the ten-year Treasury Bond rate plus 2%.~~

The amounts ~~deferred into~~in a deferred stock account will be credited with any quarterly dividends paid onin 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 ~~become irrevocable~~are governed by the terms and conditions outlined in the ~~event of a “Change in Control” as defined under the 1991 Master Stock Compensation Plan, the 2001 Master Stock Incentive Plan, and the 2010 Master Stock Incentive Plan.~~trust agreement.

Fiscal ~~2017~~2022 Director Compensation

The ~~fiscal 2017~~following table outlines the compensation ~~for~~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 ~~shown~~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 1,200RSUs granted as part of the annual equity grant. The following ~~table.~~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	Fees Earned or Paid in Cash ⁽¹⁾($)	Stock Awards ⁽²⁾⁽³⁾ ($)	Option Awards ⁽⁴⁾ ($)	Total ($)	Name	Deferred Stock Awards (#)	Restricted Stock Units (3) (#)	Grant Date Fair Value ($)
Andrew Cecere	50,000	14,980	140,307	205,287
Pilar Cruz					Pilar Cruz
Q4 2021 Retainer - 10/1/21					Q4 2021 Retainer - 10/1/21	149	—	8,739
Q1 2022 Retainer - 1/3/22					Q1 2022 Retainer - 1/3/22	149	—	8,737
Q1 2022 Committee Change - 3/3/22					Q1 2022 Committee Change - 3/3/22	8	—	423
Q2 2022 Retainer - 4/1/22					Q2 2022 Retainer - 4/1/22	177	—	9,362
Q3 2022 Retainer - 7/1/22					Q3 2022 Retainer - 7/1/22	193	—	9,374
RSU - 1/3/22					RSU - 1/3/22	—	1,200	70,368
Christopher M. Hilger					Christopher M. Hilger
Q1 2022 Retainer - 1/3/22					Q1 2022 Retainer - 1/3/22	298	—	17,475
Q2 2022 Retainer - 4/1/22					Q2 2022 Retainer - 4/1/22	355	—	18,776
Q3 2022 Retainer - 7/1/22					Q3 2022 Retainer - 7/1/22	386	—	18,748
RSU - 12/2/21					RSU - 12/2/21	—	100	5,695
RSU - 1/3/22					RSU - 1/3/22	—	1,200	70,368
Michael J. Hoffman	55,000	14,980	140,307	210,287	Michael J. Hoffman
RSU - 1/3/22					RSU - 1/3/22	—	1,200	70,368
Douglas A. Milroy	50,000	14,980	140,307	205,287	Douglas A. Milroy
Jeffrey Noddle	155,000	14,980	140,307	310,287
RSU - 1/3/22					RSU - 1/3/22	—	1,200	70,368
Willard D. Oberton	53,000	14,980	140,307	208,287	Willard D. Oberton
Q1 2022 Retainer - 1/3/22					Q1 2022 Retainer - 1/3/22	85	—	4,984
Q2 2022 Retainer - 4/1/22					Q2 2022 Retainer - 4/1/22	106	—	5,606
Q3 2022 Retainer - 7/1/22					Q3 2022 Retainer - 7/1/22	116	—	5,634
RSU - 1/3/22					RSU - 1/3/22	—	1,200	70,368
Richard M. Olson					Richard M. Olson
RSU - 3/3/22					RSU - 3/3/22	—	1,200	63,480
James J. Owens	43,000	14,980	140,307	198,287	James J. Owens
Q1 2022 Retainer - 1/3/22					Q1 2022 Retainer - 1/3/22	290	—	17,006
Q2 2022 Retainer - 4/1/22					Q2 2022 Retainer - 4/1/22	355	—	18,776
Q3 2022 Retainer - 7/1/22					Q3 2022 Retainer - 7/1/22	386	—	18,748
RSU - 1/3/22					RSU - 1/3/22	—	1,200	70,368
Ajita G. Rajendra	-	68,001	140,307	208,308	Ajita G. Rajendra
RSU - 1/3/22					RSU - 1/3/22	—	1,200	70,368
Trudy A. Rautio	-	66,991	140,307	207,298	Trudy A. Rautio
Q4 2021 Retainer - 10/1/21					Q4 2021 Retainer - 10/1/21	320	—	18,768
Q1 2022 Retainer - 1/3/22					Q1 2022 Retainer - 1/3/22	320	—	18,765
Q2 2022 Retainer - 4/1/22					Q2 2022 Retainer - 4/1/22	355	—	18,776
Q3 2022 Retainer - 7/1/22					Q3 2022 Retainer - 7/1/22	386	—	18,748
RSU - 1/3/22					RSU - 1/3/22	—	1,200	70,368
Jacinth C. Smiley					Jacinth C. Smiley
RSU - 3/3/22					RSU - 3/3/22	—	1,200	63,480
John P. Wiehoff	-	74,987	140,307	215,294	John P. Wiehoff
Q4 2021 Retainer - 10/1/21					Q4 2021 Retainer - 10/1/21	341	—	20,000
Q1 2022 Retainer - 1/3/22					Q1 2022 Retainer - 1/3/22	341	—	19,996
Q2 2022 Retainer - 4/1/22					Q2 2022 Retainer - 4/1/22	458	—	24,224
Q3 2022 Retainer - 7/1/22					Q3 2022 Retainer - 7/1/22	499	—	24,236
RSU - 1/3/22					RSU - 1/3/22	—	1,200	70,368

~~___________~~


~~(1)~~	This column shows the portion of the annual retainer for Chairs and members of a Board Committee for fiscal 2017 that each director has elected to receive in cash. Each director had the option to elect to receive this amount in cash, deferred cash, or a deferred stock award. The amount for Mr. Noddle also reflects $114,000 annual retainer for his service as Chairman of the Board.

~~(2)~~

This column represents the aggregate grant date fair value of deferred stock awards granted during fiscal 2017 computed in accordance with FASB ASC Topic 718. This column includes the portion of the annual retainer that is payable in a deferred stock award. It also includes all or a portion of the remainder of the annual retainer, Chair retainers, and Committee member retainers that the directors elected to receive in a deferred stock award. The following table lists for each director the number of deferred stock awards granted on January 3, 2017, in lieu of retainers and the grant date fair value of each deferred stock award. The grant date fair values are based on the closing market price of the stock on the previous business day, December 30, 2016.

(3) The RSUs granted to directors on January 3, 2022 for the full year of service were valued using a closing stock price of $58.64 on January 3, 2022, and the 1,200 RSUs granted to new directors on March 3, 2022 for eleven months of service were valued using a closing stock price of $52.90 March 3, 2022, each resulting in awards for 1,200 shares.

Name
Deferred
Stock
(#)
Grant Date Fair Value
($)
Andrew Cecere 356 42.08
Michael J. Hoffman 356 42.08
Douglas A. Milroy 356 42.08
Jeffrey Noddle 356 42.08
Willard D. Oberton 356 42.08
James J. Owens 356 42.08
Ajita G. Rajendra 1,616 42.08
Trudy A. Rautio 1,592 42.08
John P. Wiehoff 1,782 42.08


~~(3)~~	The following table shows the deferred stock awards that are vested and will be paid out according to the deferral election previously made by each director as of July 31, 2017, subject to the approval of the Board:



~~Name~~	~~Deferred Stock (#)~~
~~Andrew Cecere~~	~~1,783~~
~~Michael J. Hoffman~~	~~27,177~~
~~Douglas A. Milroy~~	~~731~~
~~Jeffrey Noddle~~	~~49,921~~
~~Willard D. Oberton~~	~~11,702~~
~~James J. Owens~~	~~3,244~~
~~Ajita G. Rajendra~~	~~14,216~~
~~Trudy A. Rautio~~	~~5,029~~
~~John P. Wiehoff~~	~~44,371~~

~~(4)~~

This column shows the aggregate grant date fair value of the stock option award granted during fiscal 2017 to our non-employee directors computed in accordance with FASB ASC Topic 718. Refer to Footnote 10 to the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2017 for our policy and assumptions made in the valuation of share-based payments. A stock option grant of 13,200 options was made to each non-employee director on January 3, 2017, the grant date previously established by the Board of Directors. The exercise price for those options was the closing market price of the stock on that date.

(4)As of July 31, ~~2017,~~2022, each of the non-employee directors had the following number of ~~shares~~deferred stock awards and RSUs outstanding:


Name	Deferred Stock Awards	Outstanding RSUs
Andrew Cecere	2,631	—
Pilar Cruz	2,926	1,211
Christopher M. Hilger	1,043	1,311
Michael J. Hoffman	30,128	1,211
Douglas A. Milroy	1,490	1,211
Willard D. Oberton	14,965	1,211
Richard M. Olson	—	1,206
James J. Owens	5,247	1,211
Ajita G. Rajendra	19,984	1,211
Trudy A. Rautio	12,523	1,211
Jacinth C. Smiley	—	1,206
John P. Wiehoff	55,771	1,211

(5)This column shows the aggregate grant date fair value of the stock option award granted during fiscal 2022 to our non-employee directors computed in accordance with FASB ASC Topic 718.Refer to Note 13 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2022 for our policy and assumptions made in the valuation of share-based payments. A stock option award of 4,700 options was granted to each non-employee director on January 3, 2022 or following their Board appointment. The exercise price for these options was the closing market price of the stock on the grant date.

As of July 31, 2022, each of the non-employee directors had the following number of stock options outstanding:


Name	Exercisable	Unexercisable
Andrew Cecere	19,000	5,600
Pilar Cruz	20,100	10,300
Christopher M. Hilger	—	5,100
Michael J. Hoffman	90,700	10,300
Douglas A. Milroy	45,300	10,300
Willard D. Oberton	83,500	10,300
Richard M. Olson	—	4,700
James J. Owens	87,100	10,300
Ajita G. Rajendra	90,700	10,300
Trudy A. Rautio	64,900	10,300
Jacinth C. Smiley	—	4,700
John P. Wiehoff	90,700	10,300

(6) Mr. Cecere retired from the Board when his term ended in November 2021.

Name Exercisable Unexercisable
Andrew Cecere 30,567 30,333
Michael J. Hoffman 98,967 30,333
Douglas A. Milroy 4,367 21,933
Jeffrey Noddle 113,367 30,333
Willard D. Oberton 98,967 30,333
James J. Owens 37,767 30,333
Ajita G. Rajendra 70,167 30,333
Trudy A. Rautio 15,567 30,333
John P. Wiehoff 98,967 30,333

EXECUTIVE COMPENSATION

Compensation Committee Report

The ~~Human Resources~~HR Committee ~~(“Committee”)~~ of the Board, ~~of Directors of Donaldson,~~ 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 ~~of Directors~~ 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, ~~2017.~~2022.

Submitted by the Human Resources Committee

Ajita G. Rajendra, Chair

Michael J. Hoffman ~~Chair~~

~~Jeffrey Noddle~~Douglas A. Milroy

Richard M. Olson

James J. Owens

~~Ajita G. Rajendra~~

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 ~~2017~~2022 to the following Named Executive Officers (“NEOs”) whose compensation is reported in the Summary Compensation Table onpage ~~36:~~43:


Named Executive Officer	Title for Fiscal 2022	Title Effective November 1, 2022 (1)
Tod E. Carpenter	Chairman, President and Chief Executive Officer (“CEO”)	Chairman, President and Chief Executive Officer
Scott J. Robinson	Senior Vice President and Chief Financial Officer (“CFO”)	Chief Financial Officer
Thomas R. Scalf	Senior Vice President, Engine Products	President, Enterprise Operations and Supply Chain
Jeffrey E. Spethmann	Senior Vice President, Industrial Products	(2)
~~Amy C. Becker,~~Richard B. Lewis	Senior Vice President, ~~General Counsel and Secretary~~Global Operations	President, Mobile Equipment Solutions

_______________

(1) On October 4, 2022, the Company announced an organizational redesign effective November 1, 2022, resulting in certain leadership changes, including title changes, for certain NEOs as reflected in this column. For all purposes of the disclosure in this Proxy Statement, the NEO titles presented are those that were in effect for fiscal 2022.

(2) With the new structure, Mr. Spethmann will cease to be an executive officer after October 7, 2022 and will depart the Company on November 1, 2022 after assisting with the transition.

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 ~~financial results~~ and long-term ~~growth~~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 ~~assists the Company in~~is a critical element for attracting and retaining a strong executive leadership ~~team~~team. The HR Committee also believes that the program design balances revenue and ~~effectively~~profit in a way that has contributed to ~~our Company's~~the Company’s long history of ~~growing sales and earnings.~~delivering consistently strong return on invested capital.

Fiscal ~~2017 Financial~~2022 Performance Highlights

Fiscal 2022 was another record year for Donaldson despite macroeconomic and ~~Performance-based Compensation Implications~~

geopolitical challenges, including inflation, supply chain disruptions, COVID-19 shutdowns in mainland China, and the Russia-Ukraine conflict. Our performance in fiscal 2017 benefited from strong execution of our strategic priorities and was complemented by a recovery in several Engine-related end markets, resulting in higher-than-expected sales and profit performance. We entered the year with a cautious plan as customer forecasts and third-party data suggested that end marketswould remain under pressure. By the end of the second quarter, we were seeing momentum in sales of engine replacement parts and production of off-road equipment, which carried through the year and contributed meaningfullyDonaldson team collaborated to deliver to our ~~stronger-than-expected sales performance~~customers and ~~year-over-year improvement. At~~in support of Advancing Filtration for a Cleaner World. We focused on near-term execution, while also laying the ~~same time, several of our industrial markets were facing~~foundation for future growth. We invested $69 million in R&D and $85 million in capital expenditures to drive continued ~~pressure. While we remained~~innovation, market share gains, and increased capacity and manufacturing efficiency. We also invested $69 million in a mixed operating environment and dealt with unexpected costs, including higher variable compensation and the charges associated with meeting stronger-than-expected demand, we grew our operating margin and adhered to our capital deployment priorities. Our fiscal 2017 operating margin increased 1.6 percentage points to 13.9% from 12.3%acquisitions, primarily in the prior year, which included a negative impact of approximately 0.9 percentage points from one-time charges. Additionally, we invested $63.5 million of capital into our business and returned $232.8 million to our stockholders through share repurchase and dividends.Life Sciences sector.

~~Incentive~~Our incentive programs for ~~our NEOs~~executives are ~~designed~~tied to ~~link directly to our Company performance~~financial metrics based on ~~key financial metrics.~~Company performance. The ~~target for each measure reflects~~following graphs summarize actual results versus the fiscal 2017 financial plan that was approved by the Company's Board. The table below illustrates the actual performance, excluding acquisitions completed during the fiscal year, for each of the key financial metrics.respective targets. Additional details, including pertinent adjustments, are provided beginning on page 37.

Key Business Results Fiscal 2016 Fiscal 2017
Company Net Sales - Incentive $2.220 billion $2.350 billion
Company Diluted EPS - Incentive $1.42 $1.73
Company ROI - Incentive 16.7% 20.0%

Our EPS, net sales, and ROI were above the target performance, which resulted in above-target annual cash incentive payouts. The payouts to our NEOs ranged from 147% to 173% of target and varied based on the specific performance measures and weightings for each NEO.* Refer to the Annual ~~Cash~~ Incentive section for more ~~details.~~information on our financial results pertaining to incentive measures and applicable adjustments.

~~Payouts under~~

Our fiscal 2022 results exceeded our target plan driven by robust demand across our end-markets in both our Engine and Industrial segments. Also contributing to sales were significant pricing benefits from strategic actions taken throughout the ~~Long-Term Compensation Plan, one component~~year to offset increased input costs. We effectively managed our operating expenses resulting in better-than-expected diluted earnings per share and return on invested capital. We also maintained our long-standing dedication to corporate responsibility, adding a Director of ESG and a Director of Diversity, Equity and Inclusion to our team.

We continue to prioritize returning cash to stockholders through dividends and share repurchases. For over 66 years, Donaldson has paid a dividend and has increased the dividend every year for the past twenty-six years allowing us to maintain our position in the S&P High-Yield Dividend Aristocrat Index. In fiscal 2022, we paid $110 million in dividends, an increase from $107 million in fiscal 2021. In addition, we repurchased 2.3% of our long-term incentives, are based on the Company’s achievement of ROI and net sales growth objectives over a three-year performance cycle. For the performance cycle beginning August 1, 2014 and ended July 31, 2017, our average net sales decreased by 1.4%; therefore net sales growth was below the minimum threshold. Our average ROI over that period was 18.0%, which therefore was slightly below target. The payoutsshares outstanding for $171 million. In total, we returned almost $281 million to ~~our NEOs for the cycle ended July 31, 2017 ranged from 13% to 21% of target. For more details refer to the Long-Term Incentives section.~~stockholders during fiscal 2022.

~~2014~~

2021 Say-on-Pay Results and Future Say-on-Pay Votes

~~At our 2011 Annual Meeting, our stockholders voted to hold the~~A non-binding advisory vote onregarding Say-on-Pay at the ~~compensation for our NEOs every three years. Therefore, at our 2014 Annual Meeting, our stockholders had the opportunity to provide this advisory vote on the compensation for our NEOs. 91%~~Company's 2021 annual stockholder meeting resulted in 96% of ~~the votes~~shares cast ~~by our stockholders voted~~ in favor of our executive compensation ~~proposal.~~for the NEOs. The HR Committee believes that this strong support by stockholders reinforces our ~~overall approach to the~~ executive compensation philosophy and the structure of our program, and confirms that it is in alignment with the long-term interests of our stockholders.

~~At this meeting,~~ Our Board has determined to provide our stockholders ~~are again providing an advisory Say-on-Pay vote. In addition, we are recommending that our stockholders approve~~with an annual Say-on-Pay ~~vote going forward. Assuming our stockholders approve this recommendation, our next advisory Say-on-Pay vote will be held at our 2018 Annual Meeting.~~ vote.

~~Conclusion~~

Benchmarking

The Committee believes that our executive compensation program, with its continued emphasis on performance-based compensation and stock ownership, properly motivates our Officers to produce strong financial returns and to create long-term stockholder value. Additionally, the Committee believes that our compensation program appropriately aligns executive pay with the Company's actual performance.

~~Compensation Process~~

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

Compensation Consultant

The HR Committee has the authority to retain an independent compensation ~~consultants~~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 ~~other Officers. Effective March 2017,~~ 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. ~~Prior to this date, the Committee retained Mercer as its independent executive compensation consultant.~~

Willis Towers Watson disclosed to the 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 17. In assessing the independence of Willis Towers Watson, the 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.

Competitive Market

The HR Committee ~~periodically requests that its independent executive compensation consultant conduct~~considers a ~~peer group comparison to assist with ensuring that our compensation practices are generally in alignment with leading practices. A~~ competitive market assessment ~~by the independent~~when establishing executive compensation ~~consultant typically includes~~programs. The annual review entails an evaluation of pay practices and ~~benchmark~~benchmarking of base salary, target annual and long-term incentives, and target total direct compensation for our Officers. The market assessment conducted by Willis Towers Watson included competitive market 25th, 50th and 75th percentile data for all Officers. Willis Towers Watson reviews Officer compensation recommendations made by management and participates in discussions at the July and September HR Committee meetings regarding those recommendations.

~~The original peer group was~~Company Peer Group

For benchmarking purposes, the HR Committee established in fiscal 2010 and has been reviewed by the Committee periodically. This peer group was intended to be representative of the market in which the Company competes for executive talent and consists of the following companies. Below is a list of ~~our~~peer companies (“Peer Group”) based on size and complexity comparable to Donaldson. Key considerations in establishing, reviewing and updating the Peer Group are:

•Potential peer companies based on Donaldson’s current peer group, companies naming Donaldson as a peer, and ISS and Glass Lewis selected peers; and

•Revenue comparisons, industry considerations and other scope criteria such as global footprint.

At its July 2022 meeting, the HR Committee engaged Willis Towers Watson in a review and discussion of the Peer Group. From this meeting, the following changes were approved and the modified Peer Group was used ~~by Mercer for benchmarking, as part of setting~~to benchmark fiscal ~~2017~~2023 compensation for our ~~Officers. We will partner with Willis Towers Watson to review the peer group in fiscal 2018.~~

officers.

~~Actuant~~Peer Group Prior to July 2022

Modified Peer Group Effective July 2022

A. O. Smith Corporation

~~H.B. Fuller Company~~A. O. Smith Corporation

~~Regal-Beloit Corporation~~

Removals

Additions

AMETEK, Inc.

Colfax Corporation

Crane Company

ESAB Corporation

Flowserve Corporation

Graco Inc.

Hubbell Inc.

~~Rexnord Corporation~~Hubbell Inc.

~~Briggs & Stratton~~IDEX Corporation

IDEX Corporation

~~Roper Industries~~

~~CLARCOR~~ITT Inc.⁽¹⁾

ITT Inc.

Kennametal Inc.

Lincoln Electric Holdings, Inc.

Nordson Corporation

Pentair plc

Regal-Beloit Corporation

Regal Rexnord Corporation

Snap-On Inc.

~~Colfax Corp.~~SPX Corporation

~~Kennametal Inc.~~SPX Corporation

The Timken Company

~~Crane Company~~

~~Modine Manufacturing Co.~~

The Toro Company

~~Flowserve Corporation~~The Toro Company

~~Nordson Corporation~~

~~Valspar Corporation~~ ⁽¹⁾

~~Graco~~

~~Polaris Industries,~~Watts Water Technologies, Inc.

Watts Water Technologies, Inc.

~~_______________~~

~~(1)~~Woodward, Inc.

~~CLARCOR~~Woodward, Inc. ~~and Valspar Corporation were acquired in calendar 2017 and are no longer part of our peer group.~~

Zurn Water Solutions

Executive compensation information for the Peer Group is limited to individuals identified in those companies' 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.

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

Fixed

Pay

Base Salary

A fixed amount of compensation, paid in cash.

~~Provide~~Provides a market competitive pay level for each Officer based on position, scope of responsibility, individual performance, and sustained performance.

Benefits

Benefits package includes, but is not limited to, medical, dental, vision, life, accident, disability insurance, and qualified and non-qualified retirement plans.

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

Perquisites

~~Executive~~Annual executive physical assessment.

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

Performance-Based Pay ~~at Risk~~

Annual Cash Incentive

A performance-based, ~~annual-term~~annual incentive that is payable in cash based on achievement of key pre-determined ~~annual~~ financial goals ~~based on~~for the applicable fiscal year financial plan as approved by the Company's ~~Board-approved fiscal financial plan.~~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

(Long-Term Incentives)

Awards are time-based and vest ratably over three years beginning on the first anniversary of grant date.

Awards are granted annually and ~~generally~~ represent 50% of the total long-term incentive value.

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

Long-Term Compensation Plan (Long-Term Incentives)

Performance-based awards payable in shares of common stock based on achievement of predetermined three fiscal-year financial goals.

Awards are granted annually and ~~generally~~ 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

(Long-Term Incentives)

Awards are not part of the Officers' annual total compensation package
and are granted on a discretionary basis based on business needs.

The HR Committee may grant ~~a restricted stock~~an 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 ~~cliff~~ vest ~~100% on the fifth anniversary of the grant date.~~

over three years in one-third increments.

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

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. ~~The following~~Below is the compensation mix at target awarded by the HR Committee for fiscal ~~2017:~~2022:

The Company’s financial results directly drive the actual total direct compensation paid to our NEOs. Based on fiscal ~~2017 Company's~~2022 Company performance, actual total direct compensation earned for ~~fiscal 2017~~the year was ~~above~~below the target levels established for our NEOs. ~~The following table shows a direct correlation between our NEOs' compensation and Company's performance with above target level results in the fiscal 2017 and below target level in fiscal 2016:~~


	Fiscal 2017		Fiscal 2016			Fiscal 2022 Total Direct Compensation (TDC)			Fiscal 2022 Performance-Based Incentive Plan Payout Achievement
Name	Target Total Direct Compensation ⁽¹⁾ ($)	Actual Total Direct Compensation⁽²⁾ ($)	Target Total Direct Compensation ⁽³⁾ ($)	Actual Total Direct Compensation⁽⁴⁾ ($)	Name	Target TDC (1) ($)	Actual TDC (2) ($)	Actual as % of Target TDC	Annual Incentive Plan (3)	Long-Term Compensation Plan (4)
Tod E. Carpenter	4,126,425	4,266,457	2,904,051	2,069,072	Tod E. Carpenter	6,319,182	6,132,552	97%	134%	66%
Scott J. Robinson ⁽⁵⁾	1,089,852	1,255,765	544,624	444,539
Scott J. Robinson					Scott J. Robinson	1,991,946	1,978,241	99%	134%	66%
Thomas R. Scalf	1,235,425	1,229,768	847,628	646,539	Thomas R. Scalf	1,593,908	1,603,433	101%	138%	66%
Jeffrey E. Spethmann ⁽⁵⁾	856,037	960,748	648,645	502,806
Amy C. Becker ⁽⁵⁾	868,254	874,452	609,067	471,157
Jeffrey E. Spethmann					Jeffrey E. Spethmann	1,537,491	1,508,305	98%	130%	66%
Richard B. Lewis					Richard B. Lewis	1,335,032	1,350,719	101%	134%	66%

_______________


~~(1)~~	Target Total Direct Compensation consists of base salary, target annual cash incentive for fiscal 2017, grant date fair value for the Long-Term Compensation Plan award for the three-year period ended July 31, 2017, and the grant date fair value of the annual stock option award for fiscal 2017.


~~(2)~~	Actual Total Direct Compensation consists of earned base salary, annual cash incentive earned for fiscal 2017, Long-Term Compensation Plan award payout value for the three-year period ended July 31, 2017, and the grant date fair value of the annual stock option award for fiscal 2017.


~~(3)~~	Target Total Direct Compensation consists of base salary, target annual cash incentive for fiscal 2016, grant date fair value for the Long-Term Compensation Plan award for the three-year period ended July 31, 2016, and the grant date fair value of the annual stock option award for fiscal 2016.


~~(4)~~	Actual Total Direct Compensation consists of earned base salary, annual cash incentive earned for fiscal 2016, Long-Term Compensation Plan award payout value for the three-year period ended July 31, 2016, and the grant date fair value of the annual stock option award for fiscal 2016.


~~(5)~~	Messrs. Robinson and Spethmann were not eligible for the Long-Term Compensation Plan cycle that ended on July 31, 2017 based on the dates when they assumed their current roles. Ms. Becker was not eligible for the Long-Term Compensation Plan cycle that ended on July 31, 2016 based on the date when she assumed her current role.

(1)Target TDC consists of base salary, target annual cash incentive for fiscal 2022, grant date fair value for the LTCP award for the three-year period ended July 31, 2022, and the grant date fair value of the annual stock option award for fiscal 2022.

(2)Actual TDC consists of earned base salary, annual cash incentive earned for fiscal 2022, LTCP award payout value (based on July 29, 2022 closing stock price) for the three-year period ended July 31, 2022, and the grant date fair value of the annual stock option award for fiscal 2022.

(3) Above target payout based on financial performance for fiscal 2022. Refer to the Annual Incentive section for additional information.

(4)Below target payout based on financial performance for fiscal 2020-2022. Refer to the Long-Term Incentives section for additional information.

Base Salary

The HR Committee reviews ~~the~~ Officers’ base salaries annually and may adjust them based on market competitiveness and individual performance. The following table outlines fiscal ~~2017~~2022 base ~~salary increases~~salaries for our NEOs as approved by the HR Committee based on an analysis including a review of market ~~analysis completed~~data provided by ~~Mercer.~~Willis Towers Watson.


Name	Fiscal 2022 Base Salary	Fiscal 2021 Base Salary	Increase %	Fiscal 2022 Competitive Market Positioning
Tod E. Carpenter	$1,030,000	$1,000,000	3.0%	Within a reasonable competitive range
Scott J. Robinson	$540,000	$520,000	3.8%	Within a reasonable competitive range
Thomas R. Scalf	$485,000	$470,000	3.2%	Within a reasonable competitive range
Jeffrey E. Spethmann	$465,000	$455,000	2.2%	Within a reasonable competitive range
Richard B. Lewis	$450,000	$385,000	16.9% (1)	Within a reasonable competitive range

Name
Fiscal 2017
Base Salary
Fiscal 2016
Base Salary
Increase % Fiscal 2017 Competitive Market Positioning
Tod E. Carpenter $900,000 $775,000 16.1% Within a competitive range of +/-10%.
Scott J. Robinson $416,000 $400,000 4.0% Approximately 15% below the peer group median. Mr. Robinson joined the Company in fiscal 2016 and was relatively new in his role at Donaldson.
Thomas R. Scalf $422,150 $402,048 5.0% Within a competitive range of +/-10%.
Jeffrey E. Spethmann $372,750 $350,000 6.5% Approximately 12% below the peer group median. Mr. Spethmann became the Senior Vice President of the Industrial business segment in April of 2016 and was relatively new in his role.
Amy C. Becker $350,460 $324,500 8.0% Within a competitive range of +/-10% of survey data.
_______________

(1) The HR Committee approved the increase in Mr. Lewis’ base pay to reflect the broad scope of Mr. Lewis’ position, along with his strong performance in the role and his tenure with the Company.

Annual Incentive

Each year, the HR Committee ~~establishes~~leverages competitive market data to establish the annual cash incentive target opportunities for ~~NEOs~~Officers and to set the target incentive opportunities as a percentage of base ~~salary based on competitive market data. For fiscal 2017, the~~salary. The individual incentive target opportunity for our ~~Officers~~NEOs for fiscal 2022 ranged from ~~40%~~65% to ~~100%~~120% 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 ~~year end. Effective for~~ fiscal 2017, the Committee reviewed and adjusted the payout level at threshold performance from 0% to 40% of the target incentive. This change was made to better align our annual cash incentive plan design with common market practices based on data provided to the Committee by Mercer.year-end.

Performance Goals. ~~Predetermined~~Our fiscal 2022 annual incentive program for Officers is based on three financial measures: net sales, diluted earnings per share (EPS) 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~~Consistent with fiscal ~~2017,~~2021, the ~~Committee established a~~ performance ~~target range of~~ ±~~1% of the net sales target measure. The Committee recognized the volatility of potential results~~ranges for maximum and understood the variables involved in creating the business plan. The target range setting approach provided flexibility in the plan design given certain levels of unpredictable market conditions. Performance targets for EPS and ROI measures were established as a single, fixed goal similar to prior years. The Committee also established a performance threshold ~~and maximum~~ levels for all ~~measures.~~

~~The annual incentive awards are calculated based on~~three measures were +/-15% of the achievement of established performance ranges. The Committee determined the appropriate performance measures that are key to our financial success and can drive the Company to reach long-term growth objectives.targets.

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

For fiscal 2022, our annual incentive plan for Officers was reviewed and approved by the HR Committee at its September 2021 meeting. The ~~following are~~plan provided that incentive targets and achievement can exclude items related but not limited to changes in tax laws, accounting rule changes, material restructuring and acquisitions if approved by the HR Committee.

The table below describes performance targets and actual results ~~(excluding acquisitions completed during~~for fiscal 2022. We concluded the fiscal ~~year)~~year with payouts ranging from 130% to 138% of target for the NEOs. The calculated actual results below reflect adjustments approved by the HR Committee related to the discontinuation of business operations in Russia and the acquisitions of P-A Industrial Services, Solaris Biotechnology and Purilogics, LLC. Diluted EPS - Incentive was calculated as the Company’s consolidated diluted EPS, increased by $0.02 due to the exclusion of the Russia related restructuring expenses of $2.6 million, net of tax, and increased by $0.02 due to the exclusion of impacts from the acquisitions, net of tax. Company and Industrial ROI - Incentive measures were calculated as net earnings for the fiscal ~~2017 overall~~year less the net effect of the applicable restructuring and acquisition related adjustments, net of tax then divided by the average invested capital for the fiscal year which is the total of average debt, stockholders’ equity, and the allowance for doubtful accounts less deferred taxes, adjusted for the applicable balance sheet impact of the restructuring and acquisitions. No adjustments were made to Industrial ROI - Incentive due to the Russia restructuring. Company ~~performance measures:~~

Net Sales - Incentive and Industrial Net Sales - Incentive were calculated by reducing Company Net Sales by $8.0 million and Industrial Net Sales by $8.0 million due to the exclusion of sales from the acquired businesses.

Fiscal 2017 Performance
Measures ⁽¹⁾
Weighting Threshold Target Maximum Actual Payout Multiplier
Company Net Sales - Incentive 30% $2.008 billion $2.209 billion -$2.254 billion $2.454 billion $2.350 billion 148.1%
Company Diluted EPS - Incentive ⁽²⁾
50% $1.36 $1.60 $1.84 $1.73 154.2%
Company ROI - Incentive 20% 15.6% 17.3% 19.0% 20.0% 200.0%
Engine Net Sales - Incentive⁽³⁾
30% $1.267 billion $1.393 billion -
$1.421 billion $1.548 billion $1.532 billion 187.2%
Engine ROI - Incentive ⁽³⁾
20% 19.0% 21.1% 23.2% 25.6% 200.0%
Industrial Net Sales - Incentive ⁽⁴⁾
30% $741.6 million $815.8 million - $832.3 million $906.4 million $818.6 million 100.0%
Industrial ROI - Incentive ⁽⁴⁾
20% 16.7% 18.5% 20.4% 21.2% 200.0%


Fiscal 2022 Performance Measures	Weighting	Threshold	Target	Maximum	Actual	Payout Scheme (4)
Company Net Sales - Incentive	30%	$2.605 billion	$3.065 billion	$3.525 billion	$3.299 billion	150.76%
Company Diluted EPS - Incentive (1)	50%	$2.21	$2.60	$2.99	$2.70	125.64%
Company ROI - Incentive	20%	15.8%	18.6%	21.4%	19.4%	128.57%
Engine Net Sales (2)	30%	$1.788 billion	$2.104 billion	$2.419 billion	$2.303 billion	163.06%
Engine ROI (2)	20%	18.0%	21.2%	24.4%	22.2%	131.25%
Industrial Net Sales - Incentive (3)	30%	$0.830 billion	$0.977 billion	$1.123 billion	$0.996 billion	113.19%
Industrial ROI - Incentive (3)	20%	16.7%	19.6%	22.5%	21.5%	165.52%

_______________

~~(1)~~

The Committee defined each of the financial performance measures as the corresponding GAAP measure, adjusted for the impact of changes in U.S. tax laws, restructuring costs, and the impact of acquisitions completed during the fiscal year. For fiscal 2017, the only adjustment in the calculation of the performance measures is the exclusion of the impact of acquisitions completed during the year, which affected the Company-wide and Engine segment results.


~~(2)~~	~~Company Diluted EPS - Incentive measure applied to corporate and business segments NEOs.~~


~~(3)~~	~~Mr. Scalf's fiscal 2017 annual cash incentive plan was tied to Engine Net Sales - Incentive and Engine ROI - Incentive.~~


~~(4)~~	~~Mr. Spethmann's fiscal 2017 annual cash incentive plan was tied to Industrial Net Sales - Incentive and Industrial ROI - Incentive.~~

(1)The Company Diluted EPS - Incentive measure applied to all Officers.

(2) Mr. Scalf's fiscal 2022 annual cash incentive plan was tied to Engine Net Sales and Engine ROI.

(3) Mr. Spethmann's fiscal 2022 annual cash incentive plan was tied to Industrial Net Sales - Incentive and Industrial ROI - Incentive.

(4) Represents payout results prior to applying the respective weighting for each measure.

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

Target Incentive Award Amount

Financial Performance Payout %

Annual Incentive Payout

Base Salary

Target Incentive Percentage

Net Sales - Incentive Achievement

Diluted EPS - Incentive
Achievement

ROI - Incentive
Achievement

↑

Payout Scheme (1)

30%
Measure Weighting

50%
Measure
Weighting

20%
Measure
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 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.

Payouts. Based on the ~~above target~~ financial performance achievement level for fiscal ~~2017,~~2022, actual payouts for our NEOs ranged from ~~147% to 173%~~130%-138% of target. The overall annual incentive payment for each NEO is set forth below.


Name	Target Award as a % of Base Salary	Target Award ($)	Actual Payout ($)	Name	Target Award as a % of Base Salary	Target Award ($)	Actual Payout ($)
Tod E. Carpenter	100%	900,000	1,453,590	Tod E. Carpenter	120%	1,236,000	1,653,326
Scott J. Robinson	65%	270,400	436,723	Scott J. Robinson	75%	405,000	541,745
Thomas R. Scalf	60%	253,290	438,825	Thomas R. Scalf	70%	339,500	468,467
Jeffrey E. Spethmann	60%	223,650	328,944	Jeffrey E. Spethmann	65%	302,250	392,569
Amy C. Becker	50%	175,230	283,014
Richard B. Lewis				Richard B. Lewis	65%	292,500	391,260


~~(2)~~	~~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.~~

Non-Qualified Deferred Compensation

~~The Company allows~~ U.S. Officers are eligible to defer ~~compensation through~~ the following ~~plans:~~

~~Deferred Compensation and 401(k) Excess Plan~~

~~Deferred Stock Option Gain Plan (Effective January 1, 2008, this plan was frozen to new deferral elections)~~

~~Through~~compensation through the Deferred Compensation and 401(k) Excess Plan ~~the participants are eligible to defer the following:~~("Deferred Comp Plan"):

•Up to 75% of base salary

•Up to 100% of annual cash incentive

•Up to 100% of the ~~Long-Term Compensation Plan~~LTCP award

•Up to 25% of compensation in excess of the qualified plan compensation limits ($~~265,000~~290,000 for ~~2015, $265,000~~2021 and $305,000 for ~~2016, and $270,000 for 2017)~~2022)

Any deferred cash (base salary and annual cash incentive) will receive a matching company contribution as described under the Retirement Savings and Employee Stock Ownership Plan in the Compensation Discussion and Analysis.

~~Participants have the following two investment alternatives for~~Prior to calendar 2020, participants were able to allocate the deferrals of base salary and annual cash ~~incentive:~~

~~Allocate the account~~incentive to be credited with a fixed rate of return (as approved by the HR Committee) equal to the ten-year Treasury Bond ~~rate.~~

~~Allocate the account~~rate or to one or more ~~measurement~~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. ~~These~~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 ~~stock deferrals (Long-Term Compensation Plan~~LTCP awards ~~restricted stock awards, and stock option gains) remain in stock,~~ are funded through a non-qualified “rabbi” trust and ~~are~~ paid out in stock. These deferrals earn quarterly dividends that are paid onin 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 of 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 ~~information with respect to the~~ participation of our NEOs in our Deferred Comp Plan.

Fiscal 2022 Non-Qualified Deferred Compensation


Name	Executive Contributions in Last FY (1) ($)	Registrant Contributions in Last FY (2) ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE (3) ($)
Tod E. Carpenter	17,123	91,505	(104,820)	—	1,798,206
Scott J. Robinson	44,920	64,138	(19,430)	—	260,877
Thomas R. Scalf	103,471	53,173	(64,245)	—	684,117
Jeffrey E. Spethmann	89,405	40,799	(49,250)	—	491,493
Richard B. Lewis	486,401	25,064	(33,774)	—	571,097

______________

(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:

•$13,058 deferred base salary and $56,525 deferred annual cash incentive for Mr. Scalf

•$23,154 deferred base salary and $41,214 deferred annual cash incentive for Mr. Spethmann

•$84,808 deferred base salary and $401,593 deferred annual cash incentive for Mr. Lewis

(2)This reflects the Company match for any applicable deferred salary, deferred annual cash incentive, and 401(k) ~~Excess Plan~~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, $531,831; Mr. Robinson, $98,292

Mr. Scalf, $224,608; and ~~our Deferred Stock Option Gain Plan.~~Mr. Spethmann, $237,316.

~~FISCAL 2017 NON-QUALIFIED DEFERRED COMPENSATION~~

Name
Executive Contributions in Last FY ⁽¹⁾($)
Registrant Contributions in Last FY ⁽²⁾($)
Aggregate Earnings in Last FY ⁽³⁾($)
Aggregate Withdrawals/ Distributions($)
Aggregate Balance at Last FYE
($)
Tod E. Carpenter 47,673
32,318
86,186
—
482,053
Scott J. Robinson —
4,638
666
—
5,304
Thomas R. Scalf 9,091
7,273
22,885
—
122,427
Jeffrey E. Spethmann —
—
—
—
—
Amy C. Becker 30,584
2,777
10,603
—
100,728

~~______________~~


~~(1)~~	~~Includes amounts in 401(k) Excess contributions for all NEOs and $28,656 deferred base salary for Ms. Becker as reported in the Summary Compensation Table.~~


~~(2)~~	This reflects the Company match for any applicable deferred salary, deferred annual incentive, and 401(k) Excess contributions. These amounts were reported under All Other Compensation in the Summary Compensation Table.


~~(3)~~	This includes amounts listed in the Summary Compensation Table in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column (see Footnote 5 of the Summary Compensation Table).

Potential Payments Upon Termination or Change in Control

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

~~Potential Payments upon~~

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

~~Our~~Certain of our compensation programs provide certain benefits when Officers ~~are eligible~~qualify for ~~retirement at~~"retirement," which is defined as either being age 55 or being age 55 with at least five years of ~~vesting~~ service. ~~As of the end of fiscal 2017, Mr. Carpenter was eligible for retirement.~~The following benefits apply in these retirement scenarios:

~~Upon retirement, the following would apply:~~

•An annual cash incentive payment at the end of the applicable fiscal year would be prorated ~~for the period of the year when actively employed.~~based on time worked.

•Outstanding stock option awards continue to vest in accordance with the terms of the award agreement.

•Outstanding ~~Long-Term Compensation Plan~~LTCP awards would be prorated ~~for the performance period during which the participant was actively employed~~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.

~~Unvested time-based~~•Outstanding restricted stock awards ~~are prorated at retirement for the period during which the NEO was actively employed.~~

~~The following table summarizes elements of compensation Mr. Carpenter would have been eligible to receive had he retired at the end of fiscal 2017.~~

~~______________~~


~~(1)~~	~~Full annual cash incentive as reflected in the Summary Compensation Table~~


~~(2)~~	~~This column reflects 2/3 of the award for the cycle that ends July 31, 2018 and 1/3 of the award for the cycle that ends July 31, 2019.~~

~~Payments under our Non-Qualified Deferred Compensation Plans and Excess Pension Plan~~ would be paid according to the payment elections made by the NEO. The amounts reflected in the Non-Qualified Deferred Compensation Table and Pension Benefits Table would have been payable according to the Officer’s payment elections in the event of a retirement at the end of fiscal 2017.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 ~~a NEO.~~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. Our NEOs would receive two months of benefit continuation based on their years of service. If the Committee were to follow our U.S. Severance Plan, the following payments would have been made to our U.S. NEOs had they been involuntarily terminated at the end of fiscal 2017:

Name
Severance
($)
Benefit Continuation
($)
Tod E. Carpenter 1,263,462
2,424
Scott J. Robinson 334,400
2,100
Thomas R. Scalf 464,365
3,514
Jeffrey E. Spethmann ⁽¹⁾
280,996
not applicable
Amy C. Becker 303,283
2,014

~~______________~~

~~(1) Mr. Spethmann did not elect medical and dental coverage through Donaldson~~

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.

~~Unvested~~•Outstanding restricted stock awards would be forfeited.

•Outstanding ~~Long-Term Compensation Plan~~LTCP awards that are still within the three-year performance cycle would be forfeited.

The amounts reflected in the Non-Qualified Deferred Compensation Table and the Pension Benefits Table would have been payable according to the Officer’s payment elections in the event of a termination at the end of fiscal 2017.

Death

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

•An annual cash incentive payment at the end of the applicable fiscal year would be prorated ~~for the period of the year when actively employed.~~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.

~~Unvested time-based~~•Outstanding restricted stock ~~grants would be prorated at death for the period during which the NEO was actively employed.~~

~~Outstanding Long-Term Compensation Plan~~ awards would be prorated based on ~~the portion of the period during which the participant was actively employed,~~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.

~~Our NEOs' named beneficiaries would have received the following had the NEOs died at the end of fiscal 2017.~~

Year-end Annual Cash Incentive ⁽¹⁾
($)
Restricted Stock
Long-Term Compensation Plan ⁽²⁾
Name Shares
Value at Fiscal Year-end
($)
Shares
Value at Fiscal
Year-end
($)
Tod E. Carpenter 1,453,590
1,933
91,798
45,399
2,155,982
Scott J. Robinson 436,723
2,375
112,789
7,049
334,761
Thomas R. Scalf 438,825
2,200
104,478
8,094
384,388
Jeffrey E. Spethmann 328,944
2,200
104,478
2,695
127,989
Amy C. Becker 283,014
1,800
85,482
5,229
248,343

~~______________~~


~~(1)~~	~~Full annual cash incentive as shown in the Summary Compensation Table.~~


~~(2)~~	This column reflects 2/3 of the award for the cycle that ends July 31, 2018 and 1/3 of the award for the cycle that ends July 31, 2019. Mr. Spethmann is not a participant of the plan cycle that ends on July 31, 2018.

~~Upon the death of a NEO, payments~~•Payments under our ~~Non-Qualified~~ Deferred ~~Compensation Plans~~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 in the event of the death of a NEO at the end of fiscal 2017.~~sum.

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 ~~for the period of the year when actively employed.~~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.

~~Unvested time-based~~•Outstanding restricted stock ~~grants would be prorated at disability for the period during which the NEO was actively employed.~~

~~Outstanding Long-Term Compensation Plan~~ awards would be prorated based on ~~the portion of the period during which the participant was actively employed,~~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~~$120,000 is fully insured and payable by our insurance company, and the portion of compensation in excess of ~~$200,000~~$120,000 is self-insured and payable by the Company.

~~Our NEOs would have received the following had they become disabled at the end of fiscal 2017.~~

Year-end Annual Cash Incentive ⁽¹⁾
($)
Restricted Stock
Long-Term Compensation Plan ⁽²⁾
Annual Disability Benefit
Name Shares
Value at Fiscal Year-end
($)
Shares
Value at Fiscal
Year-end
($)

Fully Insured Portion
($)
Self Insured Portion
($)
Tod E. Carpenter 1,453,590
1,933 91,798
45,399
2,155,982
120,000
420,000
Scott J. Robinson 436,723
2,375 112,789
7,049
334,761
120,000
129,600
Thomas R. Scalf 438,825
2,200 104,478
8,094
384,388
120,000
133,290
Jeffrey E. Spethmann 328,944
2,200 104,478
2,695
127,989
120,000
103,650
Amy C. Becker 283,014
1,800 85,482
5,229
248,343
120,000
90,276

~~______________~~


~~(1)~~	~~Full annual cash incentive as shown in the Summary Compensation Table.~~


~~(2)~~	This column reflects 2/3 of the award for the cycle that ends July 31, 2018 and 1/3 of the award for the cycle that ends July 31, 2019. Mr. Spethmann is not a participant of the plan cycle that ends on July 31, 2018.

•In the event of a qualifying disability, payments under our ~~Non-Qualified~~ Deferred ~~Compensation Plans~~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 as a lump sum in the event of the disability of a NEO at the end of fiscal 2017.

Voluntary Termination and Termination for Cause

Our ~~NEOs~~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.

Payments under our Non-Qualified Deferred Compensation Plans and Excess Pension Plan would be paid according to the payment election made by the NEO. The amounts reflected in the Non-Qualified Deferred Compensation Table and the Pension Benefits Table would have been payable according to the Officer’s payment elections in the event of a termination at the end of fiscal 2017.

~~Potential Payments and Benefits Upon~~ 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~~change in control,” as generally defined below, ~~whether~~with or ~~not there is~~without a qualifying termination of employment:

~~All outstanding~~•Outstanding unvested stock options will immediately vest and become exercisable. ~~Refer to the Outstanding Equity Awards at 2017 Fiscal Year-End table for detailed information on unvested stock option awards.~~

~~All unvested time-based~~•Outstanding restricted stock awards will immediately ~~vest and become unrestricted. Refer to the~~ vest.

•Outstanding ~~Equity Awards at 2017 Fiscal Year-End table for detailed information on unvested restricted stock awards.~~

~~Outstanding Long-Term Compensation Plan~~LTCP awards will immediately vest and be paid in a lump sum stock distribution at target achievement level. ~~Refer to the Outstanding Equity Awards at 2017 Fiscal Year-End table for detailed information on outstanding Long-Term Compensation Plan awards.~~

•Any unvested benefits under the Salaried Employees’ Pension Plan will immediately vest. As of the end of fiscal ~~2017,~~2022, all eligible ~~NEOs~~Officers were 100% vested in the Salaried Employees’ Pension Plan.

~~We have also entered into~~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 ~~NEOs.~~ 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

•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 ~~of Directors~~ 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 Agreements provide 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 Agreements),

the termination will be considered a qualifying termination of employment.

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 29, 2022, the last business day of the fiscal year. The estimates are based on the July 29, 2022 closing stock price of $54.41.


		Potential Payments ($)
Triggering Event (1)	Compensation Component	Tod E. Carpenter	Scott J. Robinson	Thomas R. Scalf	Jeffrey E. Spethmann	Richard B. Lewis
Death	Annual Incentive	1,653,326	541,745	468,467	392,569	391,260
	LTCP (5)	2,121,405	541,653	407,628	407,628	306,142
	Restricted Stock	—	—	—	—	—
	Total	3,774,731	1,083,398	876,095	800,197	697,402

Disability	Annual disability benefit (7)	761,657	366,823	347,018	314,574	270,000
	Annual Incentive	1,653,326	541,745	468,467	392,569	391,260
	Stock Options	1,207,654	302,139	238,254	238,254	166,664
	LTCP (5)	2,121,405	541,653	407,628	407,628	306,142
	Restricted Stock	—	—	—	—	—
	Total	5,744,042	1,752,360	1,461,367	1,353,025	1,134,066

Involuntary Termination (2)	Cash severance	1,751,000	488,077	582,000	382,731	465,577
	Benefit continuation (8)	2,690	1,227	4,778	—	4,778
	Total	1,753,690	489,304	586,778	382,731	470,355

Retirement (3)	Annual Incentive (4)	1,653,326	541,745	468,467	392,569	—
	Stock Options (6)	1,207,654	302,139	238,254	238,254	—
	LTCP (4, 5)	2,121,405	541,653	407,628	407,628	—
	Restricted Stock (6)	—	—	—	—	—
	Total	4,982,385	1,385,537	1,114,349	1,038,451	—

Change in Control	Stock Options	1,207,654	302,139	238,254	238,254	166,664
	LTCP (5)	4,124,278	1,066,436	783,504	783,504	609,392
	Restricted Stock	—	—	—	—	—
	Total	5,331,932	1,368,575	1,021,758	1,021,758	776,056

Qualifying Termination Following or in Connection with a Change in Control	Cash severance (9)	6,798,000	1,890,000	1,649,000	1,534,500	1,485,000
	Pension benefits (10)	1,202,936	—	402,368	280,033	283,607
	Benefit continuation (8, 11)	41,682	36,894	67,818	1,434	65,118
	Outplacement (12)	45,000	45,000	45,000	45,000	45,000
	Total	8,087,618	1,971,894	2,164,186	1,860,967	1,878,725

________________

(1) No forms of severance payments or additional benefits are provided to Officers upon a voluntary decision to terminate employment ~~in connection with~~or a termination for cause prior to being eligible for retirement.

(2) If the HR Committee were to follow our 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 2022.

(3) Mr. Lewis is not retirement eligible as of the last day of fiscal 2022.

(4) Retirement eligible definition is age 55 plus a requirement of five years of service.

(5) This represents the vesting of two LTCP award cycles outstanding as of the last day of fiscal 2022 and assumes payment at target achievement. Under a change in control ~~(see~~situation, payout would be accelerated.

(6) Retirement eligible definition is age 55 without a minimum years of service requirement.

(7) $120,000 of the ~~Compensation Discussion~~annual disability benefit is fully insured and ~~Analysis under Change~~payable by the insurance company. Anything in ~~Control~~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 Agreements, ~~for more information on~~this represents a ~~qualifying termination), in addition to the accelerated vesting of equity awards described above, each Officer will receive severance payments~~lump sum equal to:

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~~55

~~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 plan.~~

~~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~~

This table reflects accelerated vesting of equity awards and amounts payable to the NEOs per our CIC agreements had a change in control occurred and there was a qualifying termination of employment effective July 31, 2017:

Name
Cash Severence ⁽¹⁾
($)
Equity ⁽²⁾
($)
Retirement Program Payments ⁽³⁾($)
Benefit Continuation⁽⁴⁾
($)
Outplace-
ment ⁽⁵⁾
($)
Total
($)
Tod E. Carpenter 5,400,000
7,919,309
366,092
43,632
45,000 13,774,033
Scott J. Robinson 1,372,800
1,690,112
—
37,800
45,000 3,145,712
Thomas R. Scalf 1,350,880
1,544,525
166,582
63,252
45,000 3,170,239
Jeffrey E. Spethmann 1,192,800
959,458
96,611
—
45,000 2,293,869
Amy C. Becker 525,690
1,042,705
117,282
36,252
45,000 1,766,929

~~______________~~


~~(1)~~	~~Under the CIC Agreement, this amount is a lump sum equal to:~~

•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 ~~Mr.~~Messrs. Robinson, Lewis, Scalf, and Spethmann.

(10) Mr. ~~Spethmann~~Robinson was hired after August 1, 2013 and, therefore, is not eligible to participate in our Salaried Employee's Pension Plan.

~~One times the sum of base salary~~(11) This reflects only Life, Long Term Disability, and ~~the annual incentive at target~~Business Travel Accident benefits for Mr. ~~Robinson and Ms. Becker~~Spethmann.


~~(2)~~	~~This amount represents the accelerated vesting of:~~

~~Two Long-Term Compensation Plan stock award cycles~~(12) This is based on the assumption that ~~are outstanding as of July 31, 2017 and assumes payment at target achievement~~the NEO would utilize $15,000 per year in outplacement services for the full three years.

~~Unvested time-based restricted stock grant at the closing stock price at the end of the fiscal year~~

~~The intrinsic value of unvested stock options~~


~~(3)~~	~~This amount represents the lump sum value 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 plan.~~


~~(4)~~	~~This amount represents the value of benefit continuation for three years based on our current premium levels.~~


~~(5)~~	~~This amount 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,~~Agreements, the payment ~~could~~may be reduced in situations where the Officer would otherwise be subject to the excise tax liability under Section ~~208G~~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 ~~Non-Qualified~~ Deferred ~~Compensation Plans described in the Compensation Discussion and Analysis and the narrative before the Non-Qualified Deferred Compensation Table~~Comp Plan would become immediately payable to the participant in the form of a lump sum.

~~With a change in control followed by a termination within 24 months,~~ Additionally, any ~~payments~~accrued benefits under the Excess Pension Plan described in the Compensation Discussion and Analysis and the narrative before the Pension Benefits Table would also become immediately payable to the participant in the form of a lump sum. Under the Salaried Employees’ Pension Plan and the Excess Pension Plan ~~upon a change in control any accrued benefits~~also become immediately vested. As of the end of fiscal ~~2017,~~2022, all eligible ~~NEOs~~Officers were 100% vested under these plans.

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 2022:


			Annual Total Compensation of Median Employee			$36,093
			Annual Total Compensation of our CEO			$7,043,946

Based on this information, our fiscal 2022 pay ratio of 195 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 2022 pay ration calculation is the same employee used for our fiscal 2021 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 identified median employee in accordance with the 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.

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, ~~2017.~~2022.

The Audit Committee of the Board ~~of Directors~~ 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 Christopher M. Hilger, Trudy A. Rautio, Jacinth C. Smiley and 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 of Directors.~~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 ~~eight~~seven 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 ~~2017~~2022 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, results of operations, and cash flows of the Company.

As part of its activities, the Audit Committee also:


1.	~~Discussed with PwC the matters required to be discussed under Auditing Standard No. 16 (Communications with Audit Committees) of the Public Company Accounting Oversight Board;~~


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

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 ~~of Directors~~ that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2017.~~2022.



Members of the Audit Committee
~~John P. Wiehoff, Chair~~Pilar Cruz		~~Ajita G. Rajendra~~
~~Andrew Cecere~~	Trudy A. Rautio, Chair
Christopher M. Hilger		Jacinth C. Smiley
Douglas A. Milroy		John P. Wiehoff

Independent Registered Public Accounting Firm Fees

The aggregate fees ~~billed~~for services rendered to the Company for fiscal ~~2017~~2022 and fiscal ~~2016~~2021 by PwC, the Company’s independent registered public accounting firm, are as follows:


	Fiscal 2017		Fiscal 2016			Fiscal 2022	Fiscal 2021
Audit Fees		$2,674,933		$2,967,600	Audit Fees	$3,984,000	$3,557,000
Audit-Related Fees		158,364		43,200	Audit-Related Fees	$12,627	$29,861
Tax Fees		355,495		186,000	Tax Fees	$577,172	$190,862
All Other Fees		1,800		1,800	All Other Fees	$9,150	$2,700
Total Fees		$3,190,592		$3,198,600	Total Fees	$4,582,949	$3,780,423

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, 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~~The increase in tax fees ~~include~~is due to additional recurring domestic tax ~~consulting and tax return preparation.~~compliance services starting in fiscal 2022. All Other Fees include licensure for an accounting literature research ~~tool.~~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 ~~2017~~2022 and fiscal ~~2016,~~2021, 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.

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 ~~2011~~2017 Annual Meeting, wethe 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 ~~2011~~2017 Annual Meeting, our Board ~~of Directors~~ determined that an advisory vote on the compensation of our NEOs will be conducted ~~every three years.~~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. However, as set forth in Item 3 below, our Board of Directors now recommends holding annual advisory votes on executive compensation. If approved, the next advisory vote on executive compensation would be held at our 2018 Annual Meeting.

As described in detail under Compensation Discussion and Analysis - Executive Compensation Program Principles, ~~and Objectives,~~ 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

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 ~~2017.~~2022.

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 ~~2017~~2022 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 ~~Human Resources~~HR Committee, or our ~~Board of Directors.~~Board. However, our ~~Human Resources~~HR Committee and our Board ~~of Directors~~ will take into account the result of the vote when determining future executive compensation arrangements.

Board Recommendation

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

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of July 31, 2022 regarding the Company's equity compensation plans:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted – average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders
1980 Master Stock Compensation Plan:
Deferred Stock Option Gain Plan	1,693	—	—
1991 Master Stock Compensation Plan:
Deferred Stock Option Gain Plan	176,827	—	—
Deferred LTC/Restricted Stock	72,453	—	—
2001 Master Stock Incentive Plan:
Deferred LTC/Restricted Stock	35,499	—	—
2010 Master Stock Incentive Plan:			(1)
Stock Options	5,036,527	$43.88	—
Restricted Stock Units	425	—	—
Deferred LTC/Restricted Stock	1,572	—	—
Long-Term Compensation (2)	194,362	—	—
2019 Master Stock Incentive Plan: (1)			(1)
Stock Options	1,890,634	$52.82	—
Restricted Stock Units	40,159	—	—
Long-Term Compensation (2)	376,412	—	—
Subtotal for plans approved by security holders	7,826,563	$46.32	—

Equity compensation plans not approved by security holders
Subtotal for plans not approved by security holders	—	—
Total	7,826,563	$46.32

______________

(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, 2022, there were 2,866,378 authorized shares remaining under the 2019 Plan.

(2)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.

ITEM 3: ~~NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS~~

Pursuant to Section 14A of the Securities Exchange Act of 1934, at least once every six years we are required to provide our stockholders with an advisory (non-binding) vote on the frequency with which we will submit to our stockholders advisory votes on executive compensation. We first held this vote at our 2011 Annual Meeting, where our stockholders voted to conduct advisory votes on executive compensation every three years. By voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on executive compensation once every one, two, or three years. In addition, stockholders may abstain from voting on this proposal.

After careful consideration, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for the Company. The Board of Directors believes that submitting future advisory votes on executive compensation every year is appropriate because an annual advisory vote will provide our Human Resources Committee and our Board of Directors with the best opportunity to take stockholder sentiment into consideration when making decisions with respect to executive compensation.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, or three years or you may abstain from voting. This advisory vote is not binding on the Company or our Board of Directors. However, our Board of Directors will take into account the result of the vote when determining the frequency of future advisory votes on executive compensation.

~~Board Recommendation~~

~~The Board of Directors recommends you vote for the option of every~~ ~~1 YEAR~~ ~~as the frequency with which stockholders are provided an advisory vote on the compensation of our Named Executive Officers.~~

~~ITEM 4:~~ 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, ~~2018.~~2023. 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, ~~2018~~2023 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, ~~2018.~~2023.



			By Order of the Board of Directors

			Amy C. Becker
			Secretary
October ~~3, 2017~~4, 2022

Donaldson Company, Inc.

Annual Meeting of Stockholders

Friday, November ~~17, 2017,~~18, 2022, at 1:00 p.m. CST

Virtual meeting held online through

www.virtualshareholdermeeting.com/~~DCI2017~~DCI2022




~~TIME:~~	~~1:00 p.m. (local time) on Friday, November 17, 2017~~

~~HOW TO ATTEND:~~	You may attend the meeting and vote your shares electronically as part of our virtual meeting of stockholders by visiting www.virtualshareholdermeeting.com/DCI2017. The meeting will be completely virtual. You will need the control number that is printed in the box marked by the arrow on your Notice Regarding the Availability of Proxy Materials or proxy card to enter the Annual Meeting. We recommend that you log in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts.

~~ITEMS OF BUSINESS:~~	~~(1)~~	~~The election of three directors;~~

	~~(2)~~	~~A non-binding advisory vote to approve the compensation of our Named Executive Officers;~~

	~~(3)~~	~~A non-binding advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers;~~

	~~(4)~~	~~The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2018; and~~

	~~(5)~~	~~Any other business that properly comes before the meeting.~~

~~RECORD DATE:~~	~~You may vote if you are a stockholder of record at the close of business on September 20, 2017.~~

~~PROXY VOTING:~~	It is important that your shares be represented and voted at the Annual Meeting. Instructions on voting your shares are on the Notice of Internet Availability of Proxy Materials you received 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. You should vote by proxy even if you plan to attend the Annual Meeting. Your support is appreciated, and you are cordially invited to attend 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 17, 2017: Our 2017 Proxy Statement and our Fiscal 2017 Annual Report to Stockholders are available at www.proxyvote.com.

			By Order of the Board of Directors

					Amy C. Becker Secretary
				~~Secretary~~
	Dated: October ~~3, 2017~~4, 2022



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 does it mean if I receive more than one proxy card?~~		4
What if I submit a proxy and then change my ~~mind after I vote my shares?~~mind?	4
Who may attend the meeting?		5
How many shares must be present to ~~hold~~conduct the meeting?		5
How will voting on any other business be conducted?		5
~~Who may attend the meeting?~~		5
Where do I find the voting results of the meeting?	5
How do I submit a stockholder ~~proposal?~~proposal for next year's Annual Meeting?		5

~~Who pays for the cost of proxy preparation and solicitation?~~SECURITY OWNERSHIP		56

~~SECURITY OWNERSHIP~~DELINQUENT SECTION 16(a) REPORTS		68
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~		8
ITEM 1: ELECTION OF DIRECTORS		8
Board Recommendation		8
Information Regarding Directors		89

CORPORATE GOVERNANCE		15
~~CORPORATE GOVERNANCE~~Corporate Governance Highlights		1315
Board Oversight and Director Independence		1315
Policy and Procedures Regarding Transactions with Related Persons		1416
Board Leadership Structure		1516
Risk Oversight by Board of Directors		1517
Meetings and Committees of the Board of Directors		1619
Audit Committee		1620
Audit Committee Expertise		20
Human Resources Committee		1621
Corporate Governance Committee		1822
Corporate Governance Guidelines		1822
Code of Business Conduct and Ethics		1822
Board Composition ~~and Qualifications~~		1822
Director Selection Process		1823
Executive Sessions and Evaluations		1924
Board Evaluations		24
Communications with Directors		1924



ITEM 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			5060
Board Recommendation			5060
~~ITEM 3: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE~~
EQUITY COMPENSATION ~~OF OUR NAMED EXECUTIVE OFFICERS~~PLAN INFORMATION			5161
~~Board Recommendation~~			51
ITEM 4:3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			5162
Board Recommendation			5162


Name	Long-Term Compensation Plan Award (Target Shares)	Stock Option Award (Shares)	Name	Long-Term Compensation Plan Award (Target Shares)	Stock Option Award (Shares)
Tod E. Carpenter	56,900	166,500	Tod E. Carpenter	34,500	144,000
Scott J. Robinson	12,600	37,000	Scott J. Robinson	9,300	38,600
Thomas R. Scalf	9,700	28,500	Thomas R. Scalf	6,300	26,300
Jeffrey E. Spethmann	8,100	24,000	Jeffrey E. Spethmann	6,300	26,300
Amy C. Becker	6,500	19,000
Richard B. Lewis			Richard B. Lewis	5,500	22,800


Fiscal 2020-2022 LTCP Cycle	Mr. Carpenter	Mr. Robinson	Mr. Scalf	Mr. Spethmann	Mr. Lewis
Target Shares	38,900	9,700	7,700	7,700	5,400
Actual Share Payout	25,791	6,431	5,105	5,105	3,580



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


~~(1)~~	~~Title of each class of securities to which transaction applies:~~


~~(2)~~	~~Aggregate number of securities to which transaction applies:~~


~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):~~


Complaint-Handling Procedures		25

DIRECTOR COMPENSATION		25
~~Audit Committee Expertise; Complaint-Handling Procedures~~		19
~~DIRECTOR COMPENSATION~~	20
Director Compensation Process	2025
Director Compensation Program Elements		2026
Fiscal ~~2017~~2022 Director Compensation		2228

EXECUTIVE COMPENSATION		31
~~EXECUTIVE COMPENSATION~~		24
Compensation Committee Report	2431
Compensation Discussion and Analysis		2432
Compensation Risk Analysis		3543
Summary Compensation Table		3644
Fiscal ~~2017~~2022 Grants of Plan-Based Awards Table		3846
Outstanding Equity Awards at ~~2017~~2022 Fiscal Year-End		3947
Fiscal ~~2017~~2022 Option Exercises and Stock Vested Table		4149
Pension Benefits		4149
Non-Qualified Deferred Compensation		4251
Potential Payments Upon Termination or Change in Control		4351
Pay Ratio Disclosure		57

INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		4858
Audit Committee Report		4858
Independent Registered Public Accounting Firm Fees		4959
Audit Committee Pre-Approval Policies and Procedures		4959


~~(1)~~	If you do not specify on your returned proxy card, or through the telephone or internet prompts, how you want to vote your shares, your shares will be voted in accordance with the Board recommendation above.


~~(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:~~


•	•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. ^th ~~day preceding the date the Company first mails its notice of meeting to our stockholders.~~



Non-Employee Director Compensation	Fiscal 2016	Fiscal 2017
Annual Committee Member Retainers
Audit Committee Member	$12,000	$12,000
Human Resources Committee Member	$3,000	$3,000
Corporate Governance Committee Member	$2,000	$2,000
Annual Committee Chair Retainers
Audit Committee Chair	$22,000	$22,000
Human Resources Committee Chair	$15,000	$15,000
Corporate Governance Committee Chair	$15,000	$15,000
Lead Director Annual Retainer ⁽¹⁾	$15,000	$15,000
Chairman of the Board Annual Retainer	$120,000	$120,000



Name	Deferred Stock (#)	Grant Date Fair Value ($)
Andrew Cecere	356	42.08
Michael J. Hoffman	356	42.08
Douglas A. Milroy	356	42.08
Jeffrey Noddle	356	42.08
Willard D. Oberton	356	42.08
James J. Owens	356	42.08
Ajita G. Rajendra	1,616	42.08
Trudy A. Rautio	1,592	42.08
John P. Wiehoff	1,782	42.08


~~(5)~~	~~Total fee paid:~~


~~(1)~~	~~Amount Previously Paid;~~


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


~~(3)~~	~~Filing Party:~~



Key Business Results	Fiscal 2016	Fiscal 2017
Company Net Sales - Incentive	$2.220 billion	$2.350 billion
Company Diluted EPS - Incentive	$1.42	$1.73
Company ROI - Incentive	16.7%	20.0%



Name	Fiscal 2017 Base Salary	Fiscal 2016 Base Salary	Increase %	Fiscal 2017 Competitive Market Positioning
Tod E. Carpenter	$900,000	$775,000	16.1%	Within a competitive range of +/-10%.
Scott J. Robinson	$416,000	$400,000	4.0%	Approximately 15% below the peer group median. Mr. Robinson joined the Company in fiscal 2016 and was relatively new in his role at Donaldson.
Thomas R. Scalf	$422,150	$402,048	5.0%	Within a competitive range of +/-10%.
Jeffrey E. Spethmann	$372,750	$350,000	6.5%	Approximately 12% below the peer group median. Mr. Spethmann became the Senior Vice President of the Industrial business segment in April of 2016 and was relatively new in his role.
Amy C. Becker	$350,460	$324,500	8.0%	Within a competitive range of +/-10% of survey data.



Fiscal 2017 Performance Measures ⁽¹⁾	Weighting	Threshold	Target	Maximum	Actual	Payout Multiplier
Company Net Sales - Incentive	30%	$2.008 billion	$2.209 billion -$2.254 billion	$2.454 billion	$2.350 billion	148.1%
Company Diluted EPS - Incentive ⁽²⁾	50%	$1.36	$1.60	$1.84	$1.73	154.2%
Company ROI - Incentive	20%	15.6%	17.3%	19.0%	20.0%	200.0%
Engine Net Sales - Incentive⁽³⁾	30%	$1.267 billion	$1.393 billion - $1.421 billion	$1.548 billion	$1.532 billion	187.2%
Engine ROI - Incentive ⁽³⁾	20%	19.0%	21.1%	23.2%	25.6%	200.0%
Industrial Net Sales - Incentive ⁽⁴⁾	30%	$741.6 million	$815.8 million - $832.3 million	$906.4 million	$818.6 million	100.0%
Industrial ROI - Incentive ⁽⁴⁾	20%	16.7%	18.5%	20.4%	21.2%	200.0%


Fiscal 2020-2022 Performance Measures	Target	Actual	Payout Achievement
Company Net Sales - Incentive	$9,111,170	$8,742,359	66.3%
Company ROI - Incentive	18.4%	16.7%



	Mr. Carpenter	Mr. Scalf	Ms. Becker
Target Shares	13,900 Shares	6,700 shares	3,700 Shares
Actual Achievement (Corporate)	21.3%	21.3%	21.3%
Actual Achievement (Business Unit)	n/a	16.3%	n/a
Actual Share Payout	2,961 Shares	1,260 shares	788 Shares



Position	Donaldson Stock Ownership Requirement	Common Market Practice on 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



Name and Principal Position	Year	Salary⁽¹⁾ ($)	Stock Awards ⁽²⁾ ($)	Option Awards ⁽³⁾ ($)	Non-Equity Incentive Plan Compensation⁽⁴⁾ ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ⁽⁵⁾ ($)	All Other Compensation ⁽⁶⁾ ($)	Total ($)
Tod E. Carpenter	2017	844,712	2,127,491	1,827,537	1,453,590	12,931	64,062	6,330,323
President and Chief	2016	742,116	—	1,179,113	106,330	186,999	147,271	2,361,829
Executive Officer	2015	580,865	1,333,920	1,052,450	63,956	158,192	122,986	3,312,369

Scott J. Robinson	2017	412,923	471,114	406,119	436,723	—	30,049	1,756,928
Vice President and Chief	2016	252,308	370,618	176,316	15,915	—	14,443	829,600
Financial Officer

Thomas R. Scalf	2017	418,284	362,683	312,822	438,825	—	30,299	1,562,913
Senior Vice President,	2016	389,677	—	216,722	40,140	140,169	19,208	805,916
Engine Products	2015	332,321	245,280	266,188	12,806	79,035	20,214	955,844

Jeffrey E. Spethmann	2017	368,375	302,859	263,429	328,944	—	20,204	1,283,811
Senior Vice President,	2016	307,652	—	177,893	17,261	39,179	14,926	556,911
Industrial Products

Amy C. Becker	2017	345,468	243,035	208,548	283,014	—	24,858	1,104,923
Vice President, General
Counsel and Secretary


~~(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.


~~(4)~~	This is the amount earned under our Annual Cash Incentive Plan as described in the Compensation Discussion and Analysis for the fiscal year. Our NEOs can elect to defer all or a portion of their annual cash incentive to the Deferred Compensation and 401(k) Excess Plan. There were no deferrals of the annual cash incentive for fiscal 2017.


~~(5)~~	~~This column includes the annual change, if positive on an aggregate basis, in the value of our U.S. NEOs pension benefits for the following plans:~~


~~(6)~~	~~The All Other Compensation amounts for fiscal 2017 included the following:~~



Name	Retirement Contributions ^(a)($)	Life Insurance ^(b)($)	Restricted Stock Dividend ($)	Executive Physical ^(c) ($)	Other ^(d) ($)	Total ($)
Tod E. Carpenter	51,382	2,322	1,400	—	8,958	64,062
Scott J. Robinson	23,557	1,242	5,250	—	—	30,049
Thomas R. Scalf	24,783	1,242	2,100	2,174	—	30,299
Jeffrey E. Spethmann	16,862	1,242	2,100	—	—	20,204
Amy C. Becker	18,871	1,242	2,100	2,645	—	24,858


Name	Retirement Contributions (a) ($)	Life Insurance (b) ($)	Restricted Stock Dividend ($)	Executive Physical (c) ($)	Equalization Payment (d)	Total ($)
Tod E. Carpenter	114,147	3,564	—	—	147,671	265,382
Scott J. Robinson	84,699	2,322	—	224	—	87,245
Thomas R. Scalf	73,298	2,322	—	600	34,212	110,432
Jeffrey E. Spethmann	61,319	2,322	—	40	25,303	88,984
Richard B. Lewis	53,286	1,242	—	3,801	—	58,329


a.	~~This includes the Company match to the Retirement Savings and Employee Stock Ownership Plan and the Deferred Compensation and 401k Excess Plan.~~


b.	~~The imputed income on the Company-provided basic life insurance in excess of $50,000.~~


c.	~~This column reflects amounts for health assessments that are not covered through regular medical insurance offered by the Company.~~



Foreign Tax Payment	$	8,248
Tax Gross-Up	$	210
Tax Preparation	$	500
Total	$	8,958


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards ⁽²⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)
Name and Award Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)					Name and Award Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Tod E. Carpenter												Tod E. Carpenter
Annual Cash Incentive		360,000	900,000	1,800,000								Annual Cash Incentive		494,400	1,236,000	2,472,000
Stock Awards	9/22/2016				5,690	56,900	113,800				2,127,491	Stock Awards	9/23/2021				3,450	34,500	69,000				2,049,300
Annual Stock Option ⁽³⁾	12/16/2016								166,500	42.72	1,827,537	Annual Stock Option (3)	9/23/2021								144,000	59.40	2,050,553
Scott J. Robinson												Scott J. Robinson
Annual Cash Incentive		108,160	270,400	540,800								Annual Cash Incentive		162,000	405,000	810,000
Stock Awards	9/22/2016				1,260	12,600	25,200				471,114	Stock Awards	9/23/2021				930	9,300	18,600				552,420
Annual Stock Option⁽³⁾	12/16/2016								37,000	42.72	406,119	Annual Stock Option (3)	9/23/2021								38,600	59.40	549,662
Thomas R. Scalf												Thomas R. Scalf
Annual Cash Incentive		101,316	253,290	506,580								Annual Cash Incentive		135,800	339,500	679,000
Stock Awards	9/22/2016				970	9,700	19,400				362,683	Stock Awards	9/23/2021				630	6,300	12,600				374,220
Annual Stock Option ⁽³⁾	12/16/2016								28,500	42.72	312,822	Annual Stock Option (3)	9/23/2021								26,300	59.40	374,511
Jeffrey E. Spethmann												Jeffrey E. Spethmann
Annual Cash Incentive		89,460	223,650	447,300								Annual Cash Incentive		120,900	302,250	604,500
Stock Awards	9/22/2016				810	8,100	16,200				302,859	Stock Awards	9/23/2021				630	6,300	12,600				374,220
Annual Stock Option ⁽³⁾	12/16/2016								24,000	42.72	263,429	Annual Stock Option (3)	9/23/2021								26,300	59.40	374,511
Amy C. Becker
Richard B. Lewis												Richard B. Lewis
Annual Cash Incentive		70,092	175,230	350,460								Annual Cash Incentive		117,000	292,500	585,000
Stock Awards	9/22/2016				650	6,500	13,000				243,035	Stock Awards	9/23/2021				550	5,500	11,000				326,700
Annual Stock Option ⁽³⁾	12/16/2016								19,000	42.72	208,548	Annual Stock Option (3)	9/23/2021								22,800	59.40	324,671


~~(1)~~	The Threshold, Target, and Maximum represent the range of potential payments for fiscal 2017 under the Annual Cash Incentive Plan described in the Compensation Discussion and Analysis based on the NEOs’ base salary as of July 31, 2017. 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.


		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable(1) (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock or Units That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($)
Tod E. Carpenter
Stock Options	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	150,500	—	45.43	9/22/2027
	9/21/2018	152,000	—	59.18	9/21/2028
	9/26/2019	119,067	59,533	51.61	9/26/2029
	9/24/2020	62,334	124,666	46.06	9/24/2030
	9/23/2021	—	144,000	59.40	9/23/2031

Performance Shares
8/1/20 - 7/31/23								41,300	2,247,133
8/1/21 - 7/31/24								34,500	1,877,145
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	37,600	—	45.43	9/22/2027
	9/21/2018	39,000	—	59.18	9/21/2028
	9/26/2019	29,733	14,867	51.61	9/26/2029
	9/24/2020	15,601	31,199	46.06	9/24/2030
	9/23/2021	—	38,600	59.40	9/23/2031

Performance Shares
8/1/20 - 7/31/23								10,300	560,423
8/1/21 - 7/31/24								9,300	506,013
Thomas R. Scalf
Stock Options	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	25,800	—	45.43	9/22/2027
	9/21/2018	30,800	—	59.18	9/21/2028
	9/26/2019	23,467	11,733	51.61	9/26/2029
	9/24/2020	12,301	24,599	46.06	9/24/2030
	9/23/2021	—	26,300	59.40	9/23/2031

Performance Shares
8/1/20 - 7/31/23								8,100	440,721
8/1/21 - 7/31/24								6,300	342,783