UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


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

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small-verticala.jpg
DONALDSON COMPANY, INC.
1400 West 94th Street
Minneapolis, Minnesota 55431-2370
www.donaldson.com
NOTICE OF 20172022 ANNUAL MEETING OF STOCKHOLDERS

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

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

ITEMS OF BUSINESS:
(1) Election of Directors;
(2) Non-binding advisory vote to approve the compensation of our Named Executive Officers;
(3) Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2023; and
(4) Any other business that properly comes before the meeting.

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

HOW TO ATTEND THE MEETING:
Attend our virtual meeting online and vote your shares electronically by visiting www.virtualshareholdermeeting.com/DCI2022. This year's meeting will again be completely virtual which makes participation and engagement convenient for all our stockholders. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or proxy card to enter the Annual Meeting.


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

Notice of Internet Availability of Proxy Materials for the stockholder meeting to be held on November 18, 2022: Our 2022 Proxy Statement and our Fiscal 2022 Annual Report to Stockholders are available at www.proxyvote.com.
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
signature.jpg
Amy C. Becker
Secretary
Secretary
Dated: October 3, 20174, 2022





TABLE OF CONTENTS

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DONALDSON COMPANY, INC.
1400 West 94th Street
Minneapolis, Minnesota 55431-2370


PROXY STATEMENT
Mailing Date: October 3, 20174, 2022


PROPOSALS YOU ARE ASKED TO VOTE ON

Item 1: Election of Directors
TwoFour current directors, Tod E. CarpenterDouglas A. Milroy, Willard D. Oberton, Richard M. Olson and Ajita G. Rajendra, and one new director nominee, Pilar Cruz,Jacinth C. Smiley, are recommended for election to the Board of Directors at the Annual Meeting. Information on the director nominees is provided on pages 8-9.9-13. Directors are elected for a three-year term so that approximately one-third are elected at each Annual Meeting of Stockholders.
The Board of Directors unanimously recommends a vote FOR the election of each director nominee.

Item 2:    Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers
As required pursuant to Section 14A of the Securities Exchange Act of 1934, the Company is providing our stockholders with an advisory (non-binding) vote on the compensation of our Named Executive Officers as disclosed in this Proxy Statement.
The Board of Directors unanimously recommends a vote FOR the compensation of our Named Executive Officers described in this Proxy Statement.

Item 3:Non-Binding Advisory Vote on the Frequency of future Advisory Votes on the Compensation of our Named Executive Officers
As required pursuant to Section 14A of the Securities Exchange Act of 1934, the Company is providing our stockholders with an advisory (non-binding) vote on the frequency with which our stockholders shall have future advisory votes on the compensation of our Named Executive Officers.
The Board of Directors unanimously recommends a vote for every 1 YEAR as the frequency with which stockholders are provided an advisory vote on the compensation of the Named Executive Officers.

Item 4:3: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending July 31, 2018,2023, and is requesting ratification by theour stockholders.
The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2018.2023.



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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive this Proxy Statement?
BecauseYou received this Proxy Statement because the Board of Directors ("Board") of the Company is soliciting proxies for use at the Annual Meeting to be held on November 17, 201718, 2022, and you were a Donaldson stockholder as of the close of business on the record date of September 20, 2017.19, 2022. Only stockholders of record are entitled to vote at the Annual Meeting and the Board of Directors is soliciting your proxy to vote at the meeting.vote. We had 129,904,887 122,461,085shares of common stock outstanding as of the close of business on the record date. Each share entitles its holder to one vote, and there is no cumulative voting.

This Proxy Statement summarizes the information you need to know to vote. We first mailed or otherwise made available to stockholders thethis Proxy Statement and form of proxy on or about October 3, 2017.4, 2022.


Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including this Proxy Statement and our Fiscal 20172022 Annual Report to Stockholders, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the internet. Such notice also instructs you as to how you may submit your proxy on the internet. By accessing and reviewing the proxy materials on the internet, you will save us the cost of printing and mailing these materials to you and reduce the impact of such printing and mailing on the environment. However, ifIf you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting such materials provided in the Notice of Internet Availability of Proxy Materials.
SEC rules allow us to deliver a single copy of an annual report, proxy statement, or Notice of Internet Availability of Proxy Materials to two or more stockholders that share the same household address. If you received multiple copies and would like to receive only one copy per household in the future, or if you received only one copy and would like to receive multiple copies in the future, you should contact your bank, broker or other nominee record holder, or if you are a record holder, contact Amy Becker, Secretary, at Donaldson Company, Inc., MS 101, P.O. Box 1299, Minneapolis, MN 55440-1299, by telephone at 952-703-4965, or call 952-887-3984.

by email to
Investor.Relations@Donaldson.com. These documents may also be downloaded and printed from our Investor Relations website at ir.donaldson.com.

What does it mean if I receive more than one proxy card?
It means that you hold shares in multiple accounts with banks or stockbrokers, or with the transfer agent.
PLEASE VOTE ALL OF YOUR SHARES.

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


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What am I voting on, what does the Board recommend and what vote is required to approve each item?
The table below summarizes the proposals that will be voted on, the vote required to approve each item, voting options, how votes are counted and how the Board recommends you vote:

ProposalVote RequiredVoting Options
Board Recommendation(1)
Broker Discretionary Voting Allowed(2)
Impact of Abstention
Item 1: Election of threefour directors
Majority of votes cast-"FOR"cast "FOR" votes must exceed 50% of the number of votes cast, and the votes cast include votes to withhold authority(3)
"FOR"

"WITHHOLD"
"FOR"NoN/A
Item 2:A non-binding advisory vote on the compensation of our Named Executive Officers
We will consider our stockholders to have approved, on an advisory basis, the compensation of our Named Executive Officers if more shares are voted “FOR”"FOR" than “AGAINST”"AGAINST"
"FOR”
“AGAINST"
"ABSTAIN"

"FOR"
"AGAINST"
"ABSTAIN"

"FOR"

NoNone
Item 3: A non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our Named Executive Officers
We will consider our stockholders to have selected, on an advisory basis, the frequency alternative that receives the most votes


"1 YEAR”
“2 YEARS”
“3 YEARS”
"ABSTAIN"


"1 YEAR"

NoNone
Item 4:3: Ratification of the appointment of our independent registered public accounting firm for the fiscal year ending July 31, 20182023
Affirmative vote of a majority of the shares entitled to vote and represented at the meeting or by proxy
"FOR"

"AGAINST"

"ABSTAIN"
"FOR"Yes"AGAINST"
_________________________

(1)If you do not specify 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.

(2)If you hold shares in street name and do not provide voting instructions to your broker, your broker will not vote your shares on any proposal where the broker does not have discretionary authority to vote. In such a situation, the shares will be considered present at the meeting for purposes of determining a quorum, but will not be considered to be represented at the meeting for purposes of calculating the vote with respect to the matter requiring discretionary authority. New York Stock Exchange ("NYSE") rules permit brokers discretionary authority to vote on Item 4 if they do not receive instructions from the street name holder of the shares. As a result, if you do not vote your street name shares, your broker has authority to vote on Item 4 on your behalf.

(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:

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

(2)If you hold shares in a brokerage account in your broker's name (street name) and do not provide voting instructions to your broker, your broker will not vote your shares on any proposal where the broker does not have discretionary authority to vote. In such a situation, the shares will be considered present at the meeting for purposes of determining a quorum, but will not be considered to be represented at the meeting for purposes of calculating the vote with respect to the matter requiring discretionary authority. New York Stock Exchange ("NYSE") rules permit brokers discretionary authority to vote on Item 3 if they do not receive instructions from the street name holder of the shares.

(3)The vote described above applies for the election of directors in uncontested director elections. Directors will be elected by a plurality vote at a meeting if:

The Secretary receives a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees set forth in our Bylaws; and

Such nomination has not been withdrawn by such stockholder prior to the 10th day preceding the date the Company first mails its notice of meeting to our stockholders.

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

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



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How do I vote my shares?
If you are a stockholder of record you may vote using any ONE of the following methods:methods. By:

VOTE BY PHONE TOLL FREE - toll free 1-800-690-6903
VOTE BY INTERNET -www.proxyvote.com
MAIL - www.proxyvote.compromptly complete, sign and mail your proxy card
VOTE BY PROMPTLY COMPLETING, SIGNING AND MAILING YOUR PROXY CARD
VOTE BY CASTING YOUR VOTE ONLINE - during the virtual annual meeting through the link,at www.virtualshareholdermeeting.com/DCI2017.DCI2022
You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice Regarding theof Internet Availability of Proxy Materials or your proxy card to enter the Annual Meeting. We
On the day of our annual meeting of stockholders, we recommend that you log ininto our virtual meeting at least fifteen15 minutes before the meetingscheduled start time to ensure that you are logged in whencan access the meeting. Submitting a question for management is also convenient with the virtual meeting. If you wish to submit a question, type your question into the “Ask a Question” field within the virtual meeting and click “Submit.” Questions related directly to the annual meeting of stockholders will be answered during our virtual meeting, subject to time constraints. Questions pertinent to meeting matters that cannot be answered during the meeting starts.due to time constraints will be posted online and answered at ir.donaldson.com. The questions and answers will be available as soon as practical after the meeting and will remain available until one week after the posting. We welcome ongoing engagement with our stockholders, so you can also submit information requests or find our contact information at ir.donaldson.com.


How do I vote if I hold stock through a Donaldson employee benefit plan?
We have added the shares of common stock held by participants in Donaldson’s employee benefit plansplan to the participants’ other holdings shown on their proxy materials. Donaldson’s employee benefit plans are the Employee Stock Ownership Plan, the PAYSOP, andplan is the Donaldson Company, Inc. Retirement Savings Plan (the “401(k) Plan”).and Employee Stock Ownership Plan.
If you hold stock through Donaldson’s employee benefit plans,plan, voting your proxy using one of the first three methods above also serves as confidential voting instructions to the plan trustee, Fidelity Management Trust Company (“Fidelity”). Fidelity also will vote the shares allocated to individual participant accounts for which it has not received instructions, as well as shares not so allocated, in the same proportion as the directed shares are voted. Fidelity will vote your employee benefit plan shares as directed by you provided that your proxy vote is RECEIVED BY NOVEMBER 16, 2017.17, 2022.
If you participate in the Donaldson Dividend Reinvestment Program or in the Donaldson Employee Stock Purchase Program administered by the transfer agent, your shares in those programs have been added to your other holdings and are included in your proxy materials.


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


What does it mean if I receive more than one proxy card?
It means that you have multiple accounts with banks or stockbrokers or with the transfer agent.
PLEASE VOTE ALL OF YOUR SHARES.

What if I submit a proxy and then change my mind after I vote my shares?mind?
If you are a stockholder of record you canYou may change or revoke your proxy at any time before it is voted at the meeting by:by using any of the following methods:
Sending•    Send written notice of revocation to our Secretary;
Submitting•    Submit a properly signed proxy card with a later date;
Voting•    Vote by telephonephone or internet at a time following your prior telephonephone or internet vote; or
Voting•    Vote online during the virtual meeting as described above.
If your shares are held in a brokerage account in your broker’s name (street name), you should contact your broker or nominee for information on how to change or revoke your voting instructions and provide new voting instructions.


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Who may attend the meeting?
All Donaldson stockholders of record as of the close of business on September 19, 2022, may attend.

How many shares must be present to holdconduct the meeting?
At least a majority of the shares outstanding as of the record date must be present to establish a quorum, which is necessary for the meeting to be valid. We will count you as present if you:
•    Have properly voted your proxy by telephone,phone, internet, or mailing of the proxy card;
•    Are present by attending the virtual meeting; or
•    Hold your shares in streeta brokerage account in your broker's name (as discussed above)(street name) and your broker uses its discretionary authority to vote your shares on Item 4.3.


How will voting on any other business be conducted?
We do not know of any business to be considered at the 2017 Annual Meeting of Stockholders other than the proposals described in this Proxy Statement. If any other business is properly presented at the Annual Meeting, your shares will be voted by the holders of the proxies in their discretion.


Who may attend the meeting?
All Donaldson stockholders of record as of the close of business on September 20, 2017, may attend.

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


How do I submit a stockholder proposal?proposal for next year's Annual Meeting?
If you wish to include a proposal in the Company’s Proxy Statement for its 20182023 Annual Meeting of Stockholders, you must submit the proposal in writing so that it is received no later than June 5, 2018.6, 2023. Please send your proposal to Amy Becker, Secretary, Donaldson Company, Inc., MS 101, P.O. Box 1299, Minneapolis, MN 55440-1299.
Under our Bylaws, if you wish to nominate a director or bring other business before the stockholders at our 20182023 Annual Meeting without having your proposal included in our Proxy Statement:
•    You must notify the Secretary in writing between July 20, 201821 and August 19, 2018.20, 2023.
•    Your notice must contain the specific information required in our Bylaws. If you would like a copy of our Bylaws, we will send you one without charge. Please send your written request to the Secretary at the address shown above.


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




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 OwnerAmount and Nature of Beneficial OwnershipPercent 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.
11,222,40812,377,096(2)(1)
8.610.0%
100 Vanguard Boulevard  
Malvern, PA 19355  
BlackRock, Inc.
9,876,73610,582,711(3)(2)
7.68.6%
55 East 52nd Street
New York, NY 10055
State Street CorporationFarm Automobile Insurance Company
6,960,62510,187,783(4)(3)
5.4
State Street Financial Center8.3%
One Lincoln StreetState Farm Plaza
Boston, MA 02111Bloomington, 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.




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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 directorsdirector 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. Carpenter1,359,159*1,157,768
Richard B. Lewis125,977*111,902
Scott J. Robinson252,600*226,268
Thomas R. Scalf260,580*226,668
Jeffrey E. Spethmann231,924*364202,668
Non-Employee Directors
Pilar Cruz28,841*2,93920,100
Christopher M. Hilger1,048*1,048
Michael J. Hoffman156,658*30,26390,700
Douglas A. Milroy54,309*1,49745,300
Willard D. Oberton99,305*15,03276,300
Richard M. Olson*
James J. Owens98,172*5,27187,100
Ajita G. Rajendra128,290*20,07490,700
Trudy A. Rautio83,281*12,57964,900
Jacinth C. Smiley*
John P. Wiehoff154,139*56,02190,700
Current Directors and Officers as a Group3,479,8342.77145,3902,843,978
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.


7



DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(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. Spethmanna 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 purchaseadministrative 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 20172022 Annual Meeting of Stockholders are Tod E. Carpenter, Jeffrey NoddleDouglas A. Milroy, Willard D. Oberton, Richard M. Olson, and Ajita G. Rajendra.Jacinth C. Smiley. Mr. Noddle isHoffman 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. CarpenterDouglas A. Milroy, Willard D. Oberton, Richard M. Olson, and RajendraJacinth 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 CruzDouglas A. Milroy, Willard D. Oberton, Richard M. Olson, and Ajita G. RajendraJacinth C. Smiley for a three-year termsterm expiring in 2020.2025.


8



Information Regarding Directors
The director nominees and the directors whose term in office will continue after the meeting have provided information about themselves in the following section. SEC rules require us to briefly discuss 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
milroydoug100hia01a.jpg

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
obertonwill100hia.jpg

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)




9



Directors with Terms Expiring in 2022 (continued)
Richard M. Olson
rick_olsonxhighrezresize1a.jpg

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
smiley_jacinthx21x004xv2xa.jpg

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











10



Directors with Terms Expiring in 2023
Tod E. Carpenter

carpentertodd100hia.jpg
Age - 58
Age: 63
Director sinceSince: 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 OverseersAdvisors of the Carlson School of Management at the University of Minnesota.

Other U.S. Public Company Boards:Board Memberships (Current and Past Five Years)
  NoneAMETEK, Inc.

Pilar Cruz

cruzpilar100hia.jpg
Age - 46
NomineeAge: 51

Director Since: 2017
Committees:Committee:
NoneAudit
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 consideringbrings to the Board her experience and expertise in corporate strategy, management and global leadership experience. The Board believes that the experienceleadership. Pilar has gained this valuable experience from her various leadership and management roles at Cargill and herCargill. Her global experience will provideprovides 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









11



Directors with Terms Expiring in 2023 (continued)
Ajita G. Rajendra

rajendraajita100hia.jpg
Age - 65
Age: 70
Director sinceSince: 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 

owensjim100hia.jpg
Age - 53
Age: 58
Director sinceSince: 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 Boardboard experience. Jim currently serves on the Board of OverseersAdvisors 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


12



Directors with Terms Expiring in 2024 (continued)
Trudy A. Rautio 

rautiotrudy100hia.jpg
Age - 64
Age: 69
Director sinceSince: 2015

Committees:
Audit - Chair
Corporate Governance

Biography
Retired President and Chief Executive Officer (2012-2015) offrom 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. HoffmanChristopher M. Hilger

bio-photoxhilgerxchrisxlga.jpg
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 maintenancePresident 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 HoffmanChris Hilger brings to the Board his expertisemanagement and financial experience as a public company leader at The Toro Company whereChairman, President and CEO of Securian Financial. After Chris joined Securian Financial in 2004, he startedprogressed into positions of greater responsibility in 1977distribution development, mergers and is now Chairman of the Board. Mike adds valuable marketingacquisitions 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 Overseersboard of the Carlson SchoolFederal Reserve Bank of Management atMinnesota, he co-chairs the UniversitySt. Paul Downtown Alliance and he is a member of Minnesota. Mikethe executive committee of the Minnesota Business Partnership. Chris has a Bachelor’sbachelor's degree in Marketing ManagementFinance 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 CompanyNone



13



Director Dashboard - Current Nominees and Continuing Directors

directordashboard1-2022a.jpg



14



CORPORATE GOVERNANCE
Corporate Governance Highlights

Douglas A. MilroyWHAT 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 CompanyIndependent 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 tomay 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 publicboards
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 firmstock
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:

15



Director / NomineeEntity and RelationshipTransactions% of Entity’s Annual Revenues in Each of the Last 3 years
Andrew CecereU.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 CruzCargill, IncorporatedWe sell products to and purchase products from Cargill, Incorporated.Less than 1%
Michael J. HoffmanChristopher M. HilgerSecurian Financial Group, Inc.We purchase products from Securian Financial Group, Inc.Less than 1%
Richard M. OlsonThe Toro CompanyWe sell products to The Toro Company.Less than 1%
Douglas A. MilroyG&K Services, Inc.We purchase uniform and facility product rental services from G&K Services.Less than 1%
Willard D. ObertonFastenal CompanyWe sell products to and purchase products from Fastenal Company.Less than 1%
James J. OwensH.B. FullerWe sell products to and purchase products from H.B. Fuller.Less than 1%
Ajita G. RajendraJacinth C. SmileyA.O. Smith CorporationHormel FoodsWe sell products to A.O. Smith Corporation.Less than 1%
John P. WiehoffC.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 ResourcesHR 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 revenuesrevenues.
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.

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Tod Carpenter serves as both Chairman of the Board effective atand CEO. Since the Annual Meeting. Mr. Carpenter will replace Mr. Noddle, whoposition 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 ourLead 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. Theand 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, theThe Board and its Corporate Governance Committee considered that all directors, other than Mr.Tod Carpenter, are independent, all committeesCommittees are comprised solely of independent directors, and the Board would retainretains 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 CommitteesCommittee 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 reviewreviews the Company’sCompany's strategies, processes, and controls with respect to risk assessment and risk management and assists the Board in its oversightmanagement. Oversight of risk management.
The Human Resources Committee has responsibility in its Charter to review and assess risk with respectparticular risks to the Company’s compensation arrangementsCompany'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.





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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


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Meetings and Committees of the Board of Directors
There were six meetingsThe table below shows the current Chairs and membership of the Board and its Committees, the independence status of Directors ineach Board member and the number of Board and Board Committee meetings held during fiscal 2017. 2022.
DirectorBoard of DirectorsAudit
Committee
Corporate Governance CommitteeHuman Resources Committee
Tod E. Carpenter*C
Pilar Cruz
Christopher M. Hilger**
Michael J. Hoffman
Douglas A. Milroy
Willard D. ObertonC
Richard M. Olson
James J. Owens
Ajita G. RajendraC
Trudy A. Rautio**C
Jacinth C. Smiley**
John P. Wiehoff**
Number of FY22 Meetings6723
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 hethey 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

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Audit Committee Responsibilities
Number of Meetings in Fiscal 2017: 8
AppointsSelects and replacesevaluates 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 ofdiscuss 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 executivedirector, 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 handlingtreatment 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

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Human Resources Committee ResponsibilitiesNumber 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 executivethe 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 ResourcesHR 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 retainshas 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.


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ServicesFees
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 ResponsibilitiesNumber 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 theCommittee 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-evaluationperformance evaluation of the Board, its Committees, and management process.
ReviewsOversees 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’sthe 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 Directors12 directors and effective at the 2022 Annual Meeting of Stockholders, the Board has currently establishedset 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


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Director Selection Process
The Corporate Governance Committee each yeargenerally identifies and recommends to the Board will recommendnew 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.
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Evaluate Qualified Candidates
Assess candidates in accordance with our Bylaws, Corporate Governance Guidelines and applicable legal and regulatory requirementsEvaluate candidates' qualifications, including experience as a chairman of a board of directors, a CEO or other senior management, and business expertiseConsider candidates' diversity, including race, gender, national origin, differences of background, professional and global experience, education, and other individual qualities and attributesReview candidates' independence, ethical standards, records of accomplishment and ability to provide valuable perspectives and meaningful oversight
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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.
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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.





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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 conductedconducts an evaluationannual self-evaluation of its respectivetheir 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.
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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.
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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.
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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 canmay 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 InvestorsInvestor 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 handlingtreatment 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 compensationalign with the long-term interests of our stockholders. Annual compensation forOur non-employee director compensation is comprised of board andretainers, 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 GovernanceHR Committee assistsassisted 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 toassisted the HR Committee in the review ourof non-employee director compensation program during fiscal 2017.
compensation. For 2022, Willis Towers Watson's review consisted of anWatson 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 usedcompleted for the executive compensation reviewnon-employee directors for fiscal 2017 (see2021. All compensation elements remained the Compensation Process section ofsame as they were previously set in fiscal 2020. For 2022, the Compensation Discussion and Analysis for additional details).
Overall, the reviewmarket assessment indicated that our non-employee director compensation program is aligned with market trends. Cash compensation iswas slightly below market. As recommended by Willis Towers Watson, the median offollowing 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 madeHR 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 willnow 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 partthe equivalent of the review,2021 Annual Committee Member Retainers plus the Corporate Governance2021 Annual Committee also determinedChair 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.

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Director Compensation Program Elements
The non-employee director compensation program is made upcomprised of annual retainers, annual equity awards, Committee member retainers, and an annual stock option grant. The followingCommittee chair retainers as highlighted below:
Board Membership CompensationFiscal 2021Fiscal 2022
Annual Board Retainer (1)
$58,000$75,000
Annual Equity Value$140,000
$150,000 (2)
Annual Committee Member Retainers
Audit Committee Member$12,000N/A
Human Resources Committee Member$5,000N/A
Corporate Governance Committee Member$5,000N/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 CompensationFiscal 2016Fiscal 2017
Annual Retainer$53,000$53,000
Annual Stock Option Value$140,000$140,000


Annual Board Retainer
Non-employee directors receive anEffective January 1, 2021, non-employee director annual retainer of $53,000, of which $15,000 is automatically remitted topaid 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 priorquarterly basis. Prior to January 1st that the NYSE is open for trading. The remainder of the1, 2021, annual retainer payment is typicallywas processed annually on the first business day following January 1st andwhen the NYSE is paidopen for trading. All non-employee directors receive retainer payments in cash unless thea 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 remainingannual retainer into the Donaldson Company, Inc. Compensation Plan for Non-Employee Directors.needs to be automatically deferred.
ANew non-employee director who is newlydirectors 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 OptionsAnnual Equity Awards
Non-employee directors receive an annual stock option grant with a value of $140,000equity awards on the first business day following January 1st of each year. Awards are granted under the Company's Non-qualified Stock Option Program for Non-Employee Directors. The number of options grantedtotal 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 thedivided equally between stock option grant in fiscal 2017 was January 3, 2017. The number of options granted to eachand 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 receivereceives a prorated stock option grantequity 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 ofdirector’s total annual equity awards in the formvalue. 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 CompensationFiscal 2016Fiscal 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
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(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 compensationany quarterly dividends paid on and after January 1, 2018, the annual committee member retainers forCompany'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, andfirst anniversary of the annual committee chair retainers for the Corporate Governance and Human Resources Committees will decrease to $10,000.grant date.



26



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, 2010amount 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 intoin 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 irrevocableare 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.




27



Fiscal 20172022 Director Compensation
The fiscal 2017following table outlines the compensation forearned 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)
17,50017,500
Pilar Cruz36,667107,00369,616213,286
Christopher M. Hilger4,833131,06275,250211,145
Michael J. Hoffman81,50070,36869,616221,484
Douglas A. Milroy75,00070,36869,616214,984
Willard D. Oberton92,75086,59269,616248,958
Richard M. Olson48,83363,48064,388176,701
James J. Owens17,000124,89869,616211,514
Ajita G. Rajendra71,50070,36869,616211,484
Trudy A. Rautio145,42569,616215,041
Jacinth C. Smiley49,16763,48064,388177,035
John P. Wiehoff158,82469,616228,440
_____________
(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 shownequal 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.

28



Name
Fees Earned or Paid in Cash (1) ($)
Stock
Awards (2)(3)
($)
Option
Awards (4)
($)
Total
($)
NameDeferred
Stock Awards
(#)
Restricted Stock Units (3)
(#)
Grant Date Fair Value
($)
Andrew Cecere50,00014,980140,307205,287
Pilar CruzPilar Cruz
Q4 2021 Retainer - 10/1/21Q4 2021 Retainer - 10/1/211498,739
Q1 2022 Retainer - 1/3/22Q1 2022 Retainer - 1/3/22149 8,737
Q1 2022 Committee Change - 3/3/22Q1 2022 Committee Change - 3/3/228 423
Q2 2022 Retainer - 4/1/22Q2 2022 Retainer - 4/1/221779,362
Q3 2022 Retainer - 7/1/22Q3 2022 Retainer - 7/1/221939,374
RSU - 1/3/22RSU - 1/3/221,20070,368
Christopher M. HilgerChristopher M. Hilger
Q1 2022 Retainer - 1/3/22Q1 2022 Retainer - 1/3/2229817,475
Q2 2022 Retainer - 4/1/22Q2 2022 Retainer - 4/1/2235518,776
Q3 2022 Retainer - 7/1/22Q3 2022 Retainer - 7/1/22386 18,748
RSU - 12/2/21RSU - 12/2/21 100 5,695
RSU - 1/3/22RSU - 1/3/221,20070,368
Michael J. Hoffman55,00014,980140,307210,287Michael J. Hoffman
RSU - 1/3/22RSU - 1/3/221,20070,368
Douglas A. Milroy50,00014,980140,307205,287Douglas A. Milroy
Jeffrey Noddle155,00014,980140,307310,287
RSU - 1/3/22RSU - 1/3/221,20070,368
Willard D. Oberton53,00014,980140,307208,287Willard D. Oberton
Q1 2022 Retainer - 1/3/22Q1 2022 Retainer - 1/3/22854,984
Q2 2022 Retainer - 4/1/22Q2 2022 Retainer - 4/1/22 106 5,606
Q3 2022 Retainer - 7/1/22Q3 2022 Retainer - 7/1/221165,634
RSU - 1/3/22RSU - 1/3/221,20070,368
Richard M. OlsonRichard M. Olson
RSU - 3/3/22RSU - 3/3/221,20063,480
James J. Owens43,00014,980140,307198,287James J. Owens
Q1 2022 Retainer - 1/3/22Q1 2022 Retainer - 1/3/22 290 17,006
Q2 2022 Retainer - 4/1/22Q2 2022 Retainer - 4/1/22 355 18,776
Q3 2022 Retainer - 7/1/22Q3 2022 Retainer - 7/1/2238618,748
RSU - 1/3/22RSU - 1/3/221,20070,368
Ajita G. Rajendra-68,001140,307208,308Ajita G. Rajendra
RSU - 1/3/22RSU - 1/3/221,20070,368
Trudy A. Rautio-66,991140,307207,298Trudy A. Rautio
Q4 2021 Retainer - 10/1/21Q4 2021 Retainer - 10/1/2132018,768
Q1 2022 Retainer - 1/3/22Q1 2022 Retainer - 1/3/2232018,765
Q2 2022 Retainer - 4/1/22Q2 2022 Retainer - 4/1/2235518,776
Q3 2022 Retainer - 7/1/22Q3 2022 Retainer - 7/1/2238618,748
RSU - 1/3/22RSU - 1/3/221,20070,368
Jacinth C. SmileyJacinth C. Smiley
RSU - 3/3/22RSU - 3/3/221,20063,480
John P. Wiehoff-74,987140,307215,294John P. Wiehoff
Q4 2021 Retainer - 10/1/21Q4 2021 Retainer - 10/1/2134120,000
Q1 2022 Retainer - 1/3/22Q1 2022 Retainer - 1/3/2234119,996
Q2 2022 Retainer - 4/1/22Q2 2022 Retainer - 4/1/2245824,224
Q3 2022 Retainer - 7/1/22Q3 2022 Retainer - 7/1/2249924,236
RSU - 1/3/22RSU - 1/3/221,20070,368
___________
(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.

29



Name
Deferred
Stock
(#)
Grant Date Fair Value
($)
Andrew Cecere35642.08
Michael J. Hoffman35642.08
Douglas A. Milroy35642.08
Jeffrey Noddle35642.08
Willard D. Oberton35642.08
James J. Owens35642.08
Ajita G. Rajendra1,61642.08
Trudy A. Rautio1,59242.08
John P. Wiehoff1,78242.08
(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:

NameDeferred Stock (#)
Andrew Cecere1,783
Michael J. Hoffman27,177
Douglas A. Milroy731
Jeffrey Noddle49,921
Willard D. Oberton11,702
James J. Owens3,244
Ajita G. Rajendra14,216
Trudy A. Rautio5,029
John P. Wiehoff44,371


(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 sharesdeferred stock awards and RSUs outstanding:
NameDeferred
Stock Awards
Outstanding RSUs
Andrew Cecere2,631
Pilar Cruz2,9261,211
Christopher M. Hilger1,0431,311
Michael J. Hoffman30,1281,211
Douglas A. Milroy1,4901,211
Willard D. Oberton14,9651,211
Richard M. Olson1,206
James J. Owens5,2471,211
Ajita G. Rajendra19,9841,211
Trudy A. Rautio12,5231,211
Jacinth C. Smiley1,206
John P. Wiehoff55,7711,211

(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:
NameExercisableUnexercisable
Andrew Cecere19,0005,600
Pilar Cruz20,10010,300
Christopher M. Hilger5,100
Michael J. Hoffman90,70010,300
Douglas A. Milroy45,30010,300
Willard D. Oberton83,50010,300
Richard M. Olson4,700
James J. Owens87,10010,300
Ajita G. Rajendra90,70010,300
Trudy A. Rautio64,90010,300
Jacinth C. Smiley4,700
John P. Wiehoff90,70010,300

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

30

NameExercisableUnexercisable
Andrew Cecere30,56730,333
Michael J. Hoffman98,96730,333
Douglas A. Milroy4,36721,933
Jeffrey Noddle113,36730,333
Willard D. Oberton98,96730,333
James J. Owens37,76730,333
Ajita G. Rajendra70,16730,333
Trudy A. Rautio15,56730,333
John P. Wiehoff98,96730,333



EXECUTIVE COMPENSATION

Compensation Committee Report
The Human ResourcesHR 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 NoddleDouglas A. Milroy
Richard M. Olson
James J. Owens
Ajita G. Rajendra

31



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 20172022 to the following Named Executive Officers (“NEOs”) whose compensation is reported in the Summary Compensation Table onpage 36:43:

Named Executive OfficerTitle for Fiscal 2022
Title Effective November 1, 2022 (1)
Tod E. CarpenterChairman, President and Chief Executive Officer (“CEO”)Chairman, President and Chief Executive Officer
Scott J. RobinsonSenior Vice President and Chief Financial Officer (“CFO”)Chief Financial Officer
Thomas R. ScalfSenior Vice President, Engine ProductsPresident, Enterprise Operations and Supply Chain
Jeffrey E. SpethmannSenior Vice President, Industrial Products(2)
Amy C. Becker,Richard B. LewisSenior Vice President, General Counsel and SecretaryGlobal OperationsPresident, 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 growthfinancial 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 inis a critical element for attracting and retaining a strong executive leadership teamteam. The HR Committee also believes that the program design balances revenue and effectivelyprofit in a way that has contributed to our Company'sthe Company’s long history of growing sales and earnings.delivering consistently strong return on invested capital.






32



Fiscal 2017 Financial2022 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 performancecustomers and year-over-year improvement. Atin 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 facingfoundation for future growth. We invested $69 million in R&D and $85 million in capital expenditures to drive continued pressure. While we remainedinnovation, 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.
IncentiveOur incentive programs for our NEOsexecutives are designedtied to link directly to our Company performancefinancial metrics based on key financial metrics.Company performance. The target for each measure reflectsfollowing 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 ResultsFiscal 2016Fiscal 2017
Company Net Sales - Incentive$2.220 billion$2.350 billion
Company Diluted EPS - Incentive$1.42$1.73
Company ROI - Incentive16.7%20.0%
companynetsales.jpgcompanydilutedearnings.jpgcompanyroi.jpg
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 componentyear 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 theA 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 votesshares 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 approvewith 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







33




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
TheHR 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 reviewsAs part of the annual review and approvesapproval 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 DirectorsCorporate Governance - Human Resources Committee section of this Proxy Statement.


Compensation Consultant
The HR Committee has the authority to retain an independent compensation consultantsconsultant 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 conductconsiders 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 independentwhen establishing executive compensation consultant typically includesprograms. The annual review entails an evaluation of pay practices and benchmarkbenchmarking 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 wasCompany 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 ourpeer 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.

34




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 settingto benchmark fiscal 20172023 compensation for our Officers. We will partner with Willis Towers Watson to review the peer group in fiscal 2018.
officers.
ActuantPeer Group Prior to July 2022Modified Peer Group Effective July 2022
A. O. Smith CorporationH.B. Fuller CompanyA. O. Smith CorporationRegal-Beloit CorporationRemovalsAdditions
AMETEK, Inc.AMETEK, Inc.
Colfax CorporationCrane Company
Crane CompanyESAB Corporation
Flowserve CorporationFlowserve Corporation
Graco Inc.Graco Inc.
Hubbell Inc.Rexnord CorporationHubbell Inc.
Briggs & StrattonIDEX CorporationIDEX CorporationRoper Industries
CLARCORITT Inc.(1)
ITT Inc.
Kennametal Inc.Kennametal Inc.
Lincoln Electric Holdings, Inc.Lincoln Electric Holdings, Inc.
Nordson CorporationNordson Corporation
Pentair plcPentair plc
Regal-Beloit CorporationRegal Rexnord Corporation
Snap-On Inc.Snap-On Inc.
Colfax Corp.SPX CorporationKennametal Inc.SPX Corporation
The Timken CompanyThe Timken Company
Crane CompanyModine Manufacturing Co.The Toro Company
Flowserve CorporationThe Toro CompanyNordson Corporation
Valspar Corporation (1)
GracoPolaris Industries,Watts Water Technologies, Inc.Watts Water Technologies, Inc.
_______________
(1)Woodward, Inc.CLARCORWoodward, 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.

35



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:
ElementDescriptionPurpose
Fixed

Pay
Base SalaryA fixed amount of compensation, paid in cash.ProvideProvides a market competitive pay level for each Officer based on position, scope of responsibility, individual performance, and sustained performance.
BenefitsBenefits package includes, but is not limited to, medical, dental, vision, life, accident, disability insurance, and qualified and non-qualified retirement plans.ProvideProvides competitive benefits and the opportunity for employees to save for retirement. All employees qualifiedqualify for the same benefits except for the non-qualified retirement plans, which are available to individuals with earnings above the IRS annual compensation limit.
PerquisitesExecutiveAnnual executive physical assessment.Provides a holistic preventivepreventative approach to health management for our key leadership team to minimize disruption to the Company and protectsprotect the interest of our stockholders.
Performance-Based Pay at RiskAnnual Cash IncentiveA performance-based, annual-termannual incentive that is payable in cash based on achievement of key pre-determined annual financial goals based onfor 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 stockan 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.


36



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 followingBelow is the compensation mix at target awarded by the HR Committee for fiscal 2017:2022:

ceopaymixchart.jpgotherneospaymixchart.jpgceomix.jpgotherneomix.jpg

The Company’s financial results directly drive the actual total direct compensation paid to our NEOs. Based on fiscal 2017 Company's2022 Company performance, actual total direct compensation earned for fiscal 2017the year was abovebelow 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. Carpenter4,126,425
4,266,457
 2,904,051
2,069,072
Tod E. Carpenter6,319,1826,132,55297%134%66%
Scott J. Robinson (5)
1,089,852
1,255,765
 544,624
444,539
Scott J. RobinsonScott J. Robinson1,991,9461,978,24199%134%66%
Thomas R. Scalf1,235,425
1,229,768
 847,628
646,539
Thomas R. Scalf1,593,9081,603,433101%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. SpethmannJeffrey E. Spethmann1,537,4911,508,30598%130%66%
Richard B. LewisRichard B. Lewis1,335,0321,350,719101%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.


37



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 20172022 base salary increasessalaries for our NEOs as approved by the HR Committee based on an analysis including a review of market analysis completeddata provided by Mercer.Willis Towers Watson.
NameFiscal 2022
Base Salary
Fiscal 2021
Base Salary
Increase %Fiscal 2022 Competitive Market Positioning
Tod E. Carpenter$1,030,000$1,000,0003.0%Within a reasonable competitive range
Scott J. Robinson$540,000$520,0003.8%Within a reasonable competitive range
Thomas R. Scalf$485,000$470,0003.2%Within a reasonable competitive range
Jeffrey E. Spethmann$465,000$455,0002.2%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$775,00016.1%Within a competitive range of +/-10%.
Scott J. Robinson$416,000$400,0004.0%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$402,0485.0%Within a competitive range of +/-10%.
Jeffrey E. Spethmann$372,750$350,0006.5%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$324,5008.0%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 establishesleverages competitive market data to establish the annual cash incentive target opportunities for NEOsOfficers and to set the target incentive opportunities as a percentage of base salary based on competitive market data. For fiscal 2017, thesalary. The individual incentive target opportunity for our OfficersNEOs 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. PredeterminedOur 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. ForConsistent 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 resultsranges 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 onthree 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 NEOsOfficers 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 NEOsOfficers with business segment responsibility (Mr. Scalf and Mr. Spethmann) are based on the Company's overall dilutedCompany 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 areplan 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 duringfor 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 overallyear 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.

38



Fiscal 2017 Performance
Measures (1)
WeightingThresholdTargetMaximumActualPayout Multiplier
Company Net Sales - Incentive30%$2.008 billion$2.209 billion -$2.254 billion$2.454 billion$2.350 billion148.1%
Company Diluted EPS - Incentive (2)
50%$1.36$1.60$1.84$1.73154.2%
Company ROI - Incentive20%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 billion187.2%
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 million100.0%
Industrial ROI - Incentive (4)
20%16.7%18.5%20.4%21.2%200.0%
Fiscal 2022 Performance
Measures
WeightingThresholdTargetMaximumActual
Payout Scheme (4)
Company Net Sales - Incentive30%$2.605 billion$3.065 billion$3.525 billion$3.299 billion150.76%
Company Diluted EPS - Incentive (1)
50%$2.21$2.60$2.99$2.70125.64%
Company ROI - Incentive20%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 billion163.06%
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 billion113.19%
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.
aipcalcmethoddiagrama03.jpg
Target Incentive Award AmountFinancial Performance Payout %Annual Incentive Payout
X=
Base SalaryxTarget Incentive PercentageNet Sales - Incentive Achievement+Diluted EPS - Incentive
Achievement
+ROI - Incentive
Achievement
Payout Scheme (1)
Payout Scheme (1)
Payout Scheme (1)
xxx
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.




39



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.
NameTarget Award as a % of Base SalaryTarget Award ($)Actual Payout ($)NameTarget Award as a % of Base SalaryTarget Award
($)
Actual Payout
($)
Tod E. Carpenter100%900,000
1,453,590
Tod E. Carpenter120%1,236,0001,653,326
Scott J. Robinson65%270,400
436,723
Scott J. Robinson75%405,000541,745
Thomas R. Scalf60%253,290
438,825
Thomas R. Scalf70%339,500468,467
Jeffrey E. Spethmann60%223,650
328,944
Jeffrey E. Spethmann65%302,250392,569
Amy C. Becker50%175,230
283,014
Richard B. LewisRichard B. Lewis65%292,500391,260
Long-Term Incentives
The long-term incentives plan design includes a mix of 50% performance shareperformance-based awards and 50% non-qualified stock options, which are tied to our common stock to align the interests of our Officers to those of our stockholders. On an annual basis, the HR Committee determines the long-term incentive values for each Officer based on market data provided in the analysis prepared by the independent executive compensation consultant.Willis Towers Watson.
During fiscal 2017,2022, the following long-term incentive awards were granted to our NEOs:
NameLong-Term Compensation Plan Award (Target Shares)
Stock Option
Award
(Shares)
NameLong-Term Compensation Plan Award (Target Shares)Stock Option
Award
(Shares)
Tod E. Carpenter56,900
166,500
Tod E. Carpenter34,500144,000
Scott J. Robinson12,600
37,000
Scott J. Robinson9,30038,600
Thomas R. Scalf9,700
28,500
Thomas R. Scalf6,30026,300
Jeffrey E. Spethmann8,100
24,000
Jeffrey E. Spethmann6,30026,300
Amy C. Becker6,500
19,000
Richard B. LewisRichard B. Lewis5,50022,800
The Long-Term Compensation Plan ("LTCP") awards for the fiscal 2017-20192022-2024 performance cycle (August 1, 20162021 through July 31, 2019)2024) were approved at the September 2016 Human Resources2021 HR Committee meeting. The annual stock option awards were granted on December 16, 2016,September 23, 2021, vest ratably over three years, and have an exercise price of $42.72,$59.40, the closing stock price on the date of the grant.
Long-Term Compensation Plan. Our Long-Term Compensation PlanLTCP links a significant portion of the pay-at-risk component of our Officers' total compensation to the achievement of predetermined levels of the Company's long-term financial performance. The Long-Term Compensation PlanLTCP award represents approximately halfone-half of the total long-term incentive value. Each award measures performance over a three fiscal-year period, and a new three-year performance cycle is established annually. The payout is based on the attainment of predetermined financial performance goals with earning opportunities ranging from 0% to 200% of the target shares depending on the achievement level over a period of three fiscal years.award value. This award is paid out in Company stock to further strengthen the alignment between the interests of our Officers and those of our stockholders.
Based on competitive market data, the HR Committee establishes each new award,awards, including the financial performance objectives, the award matrix, and payout targets (the number of performance units), for each Officerour Officers annually. The target number of performance units wasis based on that award value divided by the twelve-month weighted average CompanyCompany's closing stock price aton the enddate of the fiscal year.grant.
The Long-Term Compensation PlanLTCP utilizes two performance measures that the HR Committee believes are key to the creation of stockholder value: growth in net sales and ROI. These targets are approved by the HR Committee at the beginning of each performance cycle based on a three-year growth projection. ROI must meet the threshold performance level in order for a payout to be achieved. The HR Committee believes it is a key objective for the Company to maintain a certain level of ROI for our stockholders when economic conditions result in sales growth that is below the threshold.stockholders. The ROI threshold performance level must be achieved to deliver a payout. Therefore, a payout range between 10% and 50% of target is available based on achievement of predetermined threshold ROI results when sales growth isand below threshold performance.attainment for net sales.
Awards for Officers with corporate responsibilityThe LTCP performance measures and financial targets are based on overall Company growth in net sales and ROI. Awards for Officers with business segment responsibility are based 50%approved by the HR Committee at the beginning of each performance cycle. The performance results may be subject to certain adjustments, depending on their business segment results for net sales and ROI and 50% on overall Company results. As establishedmateriality or otherwise as determined appropriate by the Committee, business segments can have different net sales and ROI target goals from the overall Company goals.
For the fiscal 2015-2017HR Committee. The performance cycle ended July 31, 2017, there was no payout for the growth in net sales performance measure at the Corporate and business segment level. This is a result of the Company experiencing a


decrease in net sales due to the challenging global business conditions during fiscal 2015 and fiscal 2016. Below outlines performance targettargets and actual results for groups with eligible participants who received a payoutachievements are set forth below:
The Company’s average annual target ROI - Incentive for the fiscal 2015-2017 cycle was 19.0% and actual ROI - Incentive performance result was 18.0%. The combination of these two resulted in a payout achievement for corporate goals of 21.3% of the target level.

Engine Products business segment also experienced a decrease in net sales over the three-year period, and it achieved an average ROI - Incentive performance result of 20.5%, resulting in a total payout achievement of 16.3% of the target level for both Engine goals.40



Fiscal 2020-2022
Performance Measures
TargetActualPayout
Achievement
Company Net Sales - Incentive$9,111,170$8,742,35966.3%
Company ROI - Incentive18.4%16.7%
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 the fiscal 2015-2017 performance cycle, there were no adjustments in the calculation of the performance measures.
Under the Long-Term Compensation Plan, theLTCP payouts are based on the position the NEO held at the beginning of the cycle. The target sharescycle and the length of time in that role. Target awards and actual share payouts for the cycle ended July 31, 20172022 for our NEOs were:
Fiscal 2020-2022 LTCP CycleMr. CarpenterMr. RobinsonMr. ScalfMr. SpethmannMr. Lewis
Target Shares38,9009,7007,7007,7005,400
Actual Share Payout25,7916,4315,1055,1053,580

Mr. CarpenterMr. ScalfMs. Becker
Target Shares13,900 Shares6,700 shares3,700 Shares
Actual Achievement (Corporate)21.3%21.3%21.3%
Actual Achievement (Business Unit)n/a16.3%n/a
Actual Share Payout2,961 Shares1,260 shares788 Shares
Messrs. Robinson and Spethmann were not eligible for the fiscal 2015-2017 Long-Term Compensation Plan performance cycle ended on July 31, 2017 due to the dates they assumed their current roles.
Stock Options. The HR Committee grants non-qualified stock option awards to our Officers annually under the 2010 Masterannually. Stock Incentive Plan. The number of options representsrepresent approximately one-half of the long-term incentive value as approved by the HR Committee. Each stock option award has a ten-year term and vests over a three-year periodthree years in one-third increments beginning on the first anniversary of the grant date. Stock options can provide compensation when they vest and the market price exceeds the exercise price, which is the market closing price on the date of the grant.
For stock options granted prior to fiscal 2011, awards provided to an Officer within the first five years of being named an Officer had a reload provision. This provision provided a new option grant to be established upon exercise of the original grant. Reload stock options are automatically granted under the terms of the original stock option agreement to which they relate and no further action of the Committee is required. The reload stock option is granted for the number of shares tendered as payment for the exercise price and tax withholding obligation. The option grant price of the reload option is equal to the market price of the stock on the date of exercise and will expire on the same date as the original option. Stock options that are currently granted to Officers do not have a reload provision.
Restricted Stock Units. Restricted stock awards are grantedDonaldson may grant RSUs to Officers on a discretionary basis. The Committee may grant a restricted stock award as part oflimited basis in connection with a competitive hiring offer, in recognition of a significant change in roles and responsibilities, and/or as a retention vehicle for a current Officer. Restricted stockvehicle. RSU awards generally have a five-year cliff vesting schedule. Dividendsvest over three years in one-third increments beginning on the first anniversary of the grant date. Award recipients are paid in cash on restricted stockeligible to accrue dividend equivalent units during the vesting period. All dividend equivalent units are subject to the same vesting condition as the underlying RSUs. None of the NEOs received an RSU award in fiscal 2022.
Benefits
We provide a competitive total compensationrewards program to our key executive leadership,Officers, including indirect compensation such as health and welfare benefits and retirement benefits. The following benefits are provided to our NEOs.Officers.
Health and Welfare Benefits. Our U.S. Officers participate in the same health and welfare programs as all other Company U.S. salaried employees.
Retirement Benefits. Our U.S. Officers participate in the following retirement plans, which are provided to most other Company U.S. salaried employees:

Retirement Savings and Employee Stock Ownership Plan is a defined contribution plan designed to meet the requirements of a qualified plan under ERISA and the Internal Revenue Code and to encourage our employees to save for retirement. All U.S. employees are eligible to participate in this plan. Eligible participants can contribute up to 50% of their total cash compensation (within the IRS annual deferral limits) on a pretax or after-tax basis. Most participants are eligible for a Company match and an annual Company contribution. The Company match is 100% of the first 3% of compensation that a participant contributes plus 50% of the next 2% of compensation that a participant contributes. The Company annual contribution equals 3% of a participant's total compensation.

Salaried Employees’ Pension Planis a defined benefit pension plan that provides retirement benefits to eligible U.S. employees through a cash balance benefit. It is designed to meet the requirements of a qualified plan under ERISA and the Internal Revenue Code. See the Pension Benefits Table and narrative for more information on this plan. The plan is frozen to any employees hired on or after August 1, 2013. Effective August 1, 2016, employees no longer accrue Company contribution credits under the plan.
Retirement Savings and Employee Stock Ownership Plan is a defined contribution plan designed to meet the requirements of a qualified plan under ERISA and the Internal Revenue Code and to encourage our employees to save for retirement. Most of our U.S. employees are eligible to participate in this plan. Participants can contribute on a pretax basis up to 50% of their total cash compensation, up to the IRS annual deferral limits. The Company matches 100% of the first 3% of compensation that a participant contributes plus 50% of the next 2% of compensation that a participant contributes.
All employees receive an automatic 3% of total compensation in Company retirement contribution annually. This annual contribution was established in conjunction with the freeze of the Salaried Employees’ Pension Plan to new employees as of August 1, 2013 and the subsequent freeze of all benefit accruals under that plan as of August 1, 2016.
Executive Benefits. In order to attract and retain key executive leadership, theThe Company also provides the following benefit plans to our Officers to compete for key executive retirement plans and deferred compensation plans for our Officers:talent:
Deferred Compensation and 401(k) Excess Plan
Excess Pension Plan (as of August 1, 2016, employees no longer accrue Company contribution credits)
Deferred Compensation and 401(k) Excess Plan
Supplemental Executive Retirement Plan (frozen to new participants as of January 1, 2008)
Deferred Stock Option Gain Plan (frozen to new deferrals elections)
ESOP Restoration Plan (frozen)
For details on these plans, refer to the Pension Benefits Table and narrative and the Non-Qualified Deferred Compensation Table and narrative.

41



Perquisites
In December 2016,We provide the Committee approved an executive physical program availablefollowing benefits to our Officers to enhance competitive advantage for the organization as well as to minimize business disruptions.
Executive Education. Select Officers leading major business segments or functions are eligible for selection to participate in an advanced management program as an important tool to further develop top leadership talent. Executive education offers our Officers comprehensive training and enhances knowledge that can be translated into new organizational capabilities. This type of leadership development is also aimed at fostering employee engagement and increasing our talent pipeline.
Executive Physical. All Officers are eligible for an annual executive physical with an approximate annual value of $5,000 to cover a health and wellness assessment. The purpose of this program is to provide our key leadership team with a holistic preventative approach to health management to minimize disruption to the Company and protect the interest of our stockholders.
Except for thisthese annual executive physical program,and executive education programs, we do not offer any other perquisites to executives that are not available to our employees.
Change in Control Agreements
The Company has entered into a "double trigger" Change in Control Agreement (“CIC Agreement”) with each of our Officers. Other than the CIC Agreements, we do not have any employment contracts with our NEOs.
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. The change in control provisionsarrangements are not dependent upon any qualifying termination of employment event fordesigned to:
Allow our stock option awards, Long-Term Compensation Plan, and deferred compensation plans. This independence is important in providing retention incentives during an uncertain 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 istake actions in the best interests of our stockholders.
The CIC Agreements providestockholders without the personal distraction that upon acould arise in connection with an anticipated or actual change in control if
Provide for a stable work environment by alleviating the Officer’sfinancial impact of termination of employment with
Assure that we will have the Company is terminated within 24 months:
continued dedication of our Officers by diminishing the change in control without “cause,” or
loss of the change in control, or under certain circumstances a potential change in control, by the Officer for “good reason,”
then the Company shall pay or provide the following severance payments to the Officer:
A cash lump sum equal to a multiple of the sum of the Officer’s base salary plus the Officer’s target annual incentive. The multiple is based on level within the Company as follows:


President and CEO = three times
Senior Vice Presidents = two times
Vice Presidents = one times
Thirty-six months of health, life, accident, and disability coverage
A cash lump sum 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
Outplacement services, suitable to the Officer’s position, for up to three years
The CIC Agreement provideskey leaders that the Officer’s payments will be reduced to the maximum amount that can be paid without triggering an excise tax liability. This reduction would onlymay occur if the net amount of those payments is greater than the net amount of payments without the reduction.
Under the Company’s non-qualified deferred compensation plans and the excess plans described above, the payment of vested benefit for each Officer is accelerated to be payable in the form of a lump sum immediately following a change in control as a result of personal uncertainties and risks
Additional information regarding our CIC Agreements is provided in the “Potential Payments Upon Termination or Change in Control” section beginning on page 51.
Executive Incentive Compensation Clawback Policy
In July 2019, the Company formalized and adopted its current clawback policy. All annual and long-term incentive awards held by Officers are subject to forfeiture and/or recoupment in the event of a qualifying termination.

financial restatement due to material noncompliance of the Company with financial reporting requirements or if the HR Committee determines that the Officer has engaged in certain misconduct in accordance with the terms of the policy.
Stock Ownership Requirements
The HR Committee has established above-market stock ownership requirements for our Officers thatOfficers. This requirement links a significant portion of their personal holdings to the Company’s long-term success and further aligns Officers' interests to those of our stockholders. The Committee has established stock ownership requirements for our Officers, in comparison tois defined based on common market practice by our peer group and companies of similar size. At its July 2017 meeting,Our requirement levels remain unchanged from the Committee reviewed the stock ownership requirement and modified the requirement for our CFO from 3 times base salary to 5 times base salary to better reflect the scope and responsibility of the role. The requirement level for all other roles remain the same as in prior years.year.

PositionDonaldson Stock Ownership RequirementCommon Market Practice on Stock Ownership Requirement
CEO10 times base salary5 times base salary
CFO & Senior Vice Presidents5 times base salary3 times base salary
Vice Presidents3 times base salary1 time base salary
Based on an above-market requirement approach, the

42



The HR Committee reassessed the definition ofdefines ownership at its July 2017 meeting and approved the following changes:as follows:
Ownership includes allAll shares of Company stock owned by an Officer, unvestedOfficer;
Unvested restricted stock less assumed tax withholding rate,rate; and in-the-money
In-the-money vested (unexercised) stock options less the exercise cost and assumed tax withholding rate. In-the-money stock options are included to ensure that our Officers are provided with the greatest upside potential and downside accountability to our stock price.
Eliminated the requirement to retain an incremental 25% of all net shares received from stock option exercises once the stock ownership requirements are met because ownership requirements are above market.
Officers are expected to meet their ownership requirement within five years of being named an Officer at their level.for one of the position levels outlined above. As of the end of fiscal 2017, all2022, of the NEOs with at least five years in their position, Mr. Carpenter and Mr. Scalf have satisfied their stock ownership requirement. Mr. Robinson and Mr. Spethmann, having previously satisfied their stock ownership requirements, have been impacted by the decline in their current position for less thanour stock price and currently do not meet the requirements. Mr. Lewis is currently below the required ownership level but has yet to reach five years.years in his position.
Stock Hedging and Pledging Policy
The CompanyCompany's Hedging and Pledging Policy prohibits the Company’s directors and Officers from engaging in a hedge of Company stock, which includes any instrument or transaction through which the Directordirector or Officer offsets or reduces exposure to the risk of price fluctuations in Company stock. The policy does not restrict hedging by non-Officer employees or by designees of directors or Officers, or hedging securities indirectly owned. The policy also prohibits pledges of Company stock (e.g., as collateral for a loan or by holding Company securities in a margin account) by Directorsdirectors or Officers.




Tax Considerations
The Committee monitors any changes in regulations when reviewing the various elements of our executive compensation program. Section 162(m) of the Internal Revenue Code generally disallows federal tax deductions for compensation in excessimposes a limit of $1 million paidin compensation per year on the amount public companies may deduct with respect to certain executive officers. Prior to the CEOTax Act, the Company was able to deduct most of its performance-based executive compensation pursuant to an exception that was repealed by the Tax Act. While the Tax Act significantly reduces the amount of compensation we can deduct under Section 162(m), our performance-based programs remain central to our compensation program and the next three highest paid Officers (other than the CFO) whose compensation is requiredHR Committee continues to be reportedbelieve that stockholder interests are best served if its discretion and flexibility in the Summary Compensation Table of the Proxy Statement. Certain performance-basedstructuring and awarding compensation is not subjectrestricted even though some compensation awards may have resulted in the past, and are expected to this deduction limitation.
The 2010 Master Stock Incentive Plan was approved by stockholders at the 2010 Annual Meeting, and the key terms were reapproved in 2015. The plan limits the number of shares under a stock option or the Long-Term Compensation Plan that can be granted in any one year to any one individual to preserve the tax deduction for compensation paid to executives. Our Officer annual cash incentive and our Long-Term Compensation Plans were adopted by the Committee as sub-plans of the 2010 Master Stock Incentive Plan, subject to all the terms and limits of that plan. The awards provided by these sub-plans are generally intended to qualify as qualified performance-based compensation under Section 162(m) of the Internal Revenue Code; however, the Committee may grant awards that do not so qualify when necessary to achieve the purposes of our compensation programs. The Committee reviewed the potential consequences for the Company of Section 162(m) and believes that this provision did not affect the deductibility of compensation paid to our Officers in fiscal 2017.
The Committee reserves the right, in appropriate circumstances and for the benefit of stockholders, to award compensation that may result in a loss of tax deductibility under Section 162(m).the future, in non-deductible compensation expense to the Company.
The HR Committee designs and administers our equity compensation, our non-qualified deferred compensation, and CIC Agreements to be in compliance with Section 409A of the Internal Revenue Code, the federal tax rules affecting non-qualified deferred compensation.

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

43



Summary Compensation Table
The following table summarizes compensation awarded to or earned by individuals who served as Chief Executive Officer and Chief Financial Officer during fiscal 20172022 and each of the other three most highly compensated Officers who served in such capacities as of July 31, 2017.2022.
Name and Principal PositionYear
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. Carpenter2017844,712
2,127,491
1,827,537
1,453,590
12,931
64,062
6,330,323
President and Chief2016742,116

1,179,113
106,330
186,999
147,271
2,361,829
Executive Officer2015580,865
1,333,920
1,052,450
63,956
158,192
122,986
3,312,369
         
Scott J. Robinson2017412,923
471,114
406,119
436,723

30,049
1,756,928
Vice President and Chief2016252,308
370,618
176,316
15,915

14,443
829,600
Financial Officer        
         
Thomas R. Scalf2017418,284
362,683
312,822
438,825

30,299
1,562,913
Senior Vice President,2016389,677

216,722
40,140
140,169
19,208
805,916
Engine Products2015332,321
245,280
266,188
12,806
79,035
20,214
955,844
         
Jeffrey E. Spethmann2017368,375
302,859
263,429
328,944

20,204
1,283,811
Senior Vice President,2016307,652

177,893
17,261
39,179
14,926
556,911
Industrial Products        
         
Amy C. Becker2017345,468
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.
(2)
Name and Principal PositionYear
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. Carpenter20221,025,385 2,049,300 2,050,553 1,653,326 — 265,382 7,043,946 
Chairman, President and20211,000,000 1,902,278 1,899,421 1,999,272 19,098 58,881 6,878,950 
Chief Executive Officer20201,033,654 2,007,629 1,975,495 269,429 83,788 113,234 5,483,229 
Scott J. Robinson2022536,923 552,420 549,662 541,745 — 87,245 2,267,995 
Senior Vice President and2021520,000 474,418 475,363 678,014 — 48,611 2,196,406 
Chief Financial Officer2020536,154 500,617 493,321 91,371 — 142,530 1,763,993 
Thomas R. Scalf2022482,692 374,220 374,511 468,467 — 110,432 1,810,322 
Senior Vice President,2021470,000 373,086 374,806 565,254 3,358 44,007 1,830,511 
Engine Products2020486,154 397,397 389,347 108,363 134,389 47,189 1,562,839 
Jeffrey E. Spethmann2022463,462 374,220 374,511 392,569 — 88,984 1,693,746 
Senior Vice President,2021455,000 373,086 374,806 412,142 832 39,547 1,655,413 
Industrial Products2020469,615 397,397 389,347 69,290 17,332 48,025 1,391,006 
Richard B. Lewis2022440,000 326,700 324,671 391,260 — 58,329 1,540,960 
Senior Vice President,
Global Operations
_____________
(1)    This column represents base salary earned by the NEOs for the reported fiscal years. The amounts reflect any applicable cash compensation deferred at the election of the NEOs under the Deferred Compensation and 401(k) Excess Plan. For more information on the Deferred Compensation and 401(k) Excess Plan, see the Non-Qualified Deferred Compensation section.
(2)    This column represents the aggregate grant date fair value of performance-based stock awards granted during the fiscal year under our Long-Term Compensation Plan for our NEOs and does not reflect compensation actually received by the NEOs. The performance award grant date fair value is based on the outcome of the performance conditions at the target payout under each award included in the column. The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. Assuming achievement of the maximum 200% of target performance, the value of performance-based stock awards granted during the fiscal year under our Long-Term Compensation Plan for our NEOs and does not reflect compensation actually received by the NEOs. The performance award grant date fair value is based on the outcome of the performance conditions at the target payout under each award included in the column. The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. Refer to Note 10 of 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.
Historically, the Long-Term Compensation Plan awards for the upcomingfiscal 2022-2024 cycle would be: Mr. Carpenter, $4,098,600; Mr. Robinson, $1,104,840; Mr. Scalf, $748,440; Mr. Spethmann, $748,440; and Mr. Lewis, $653,400.
    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.
(3)This column represents the aggregate grant date fair value of stock option awards granted during the fiscal year under the Company’s 2019 Master Stock Incentive Plan. These amounts were approvedcalculated in Julyaccordance with FASB ASC Topic 718. Refer to Note 13 of each year.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. The timinggrant price for annual stock option awards was the closing stock price on the date of approval changed from Julygrant.
(4)This is the amount earned under our Annual Cash Incentive Plan as described in the Compensation Discussion and Analysis. Our NEOs can elect to September beginning with fiscal 2017. Baseddefer all or a portion of their annual cash incentive to the Deferred Compensation and 401(k) Excess Plan.
(5)This column includes the annual change, if positive on timingan aggregate basis, in the value of approval, the Long-Term Compensation Plan awardsour NEOs' pension benefits for the reported three fiscal years are reflected as follows:following plans:
2017 includes the plan cycle for fiscal 2017 through fiscal 2019, which was approved and granted in September 2016
2016 doesn't reflect any plan cycle as a result of a change in the timing of approval, with the exception of Mr. Robinson who joined later in the year and was granted a prorated award based on his December 8, 2015 date of hire
2015 includes the plan cycle for fiscal 2016 through fiscal 2018, which was approved and granted in July 2015
(3)This column represents the aggregate grant date fair value of stock option awards granted during the fiscal year under the Company’s 2010 Master Stock Incentive Plan. These amounts were calculated in accordance with FASB ASC Topic 718. Refer to Note 10 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2017 for our policy and assumptions made in the valuation of share-based payments. The grant price for annual stock option awards was the closing stock price on those dates.
(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:
Salaried Employees’ Pension Plan
Excess Pension Plan
Supplemental Executive Retirement Plan


44

(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. Carpenter51,3822,3221,4008,95864,062
Scott J. Robinson23,5571,2425,25030,049
Thomas R. Scalf24,7831,2422,1002,17430,299
Jeffrey E. Spethmann16,8621,2422,10020,204
Amy C. Becker18,8711,2422,1002,64524,858
(6)The All Other Compensation amounts for fiscal 2022 included the following:

Name
Retirement Contributions (a) ($)
Life
Insurance (b) ($)
Restricted
Stock
Dividend
($)
Executive
 Physical (c)
($)
Equalization Payment (d)
Total
($)
Tod E. Carpenter114,1473,564147,671265,382
Scott J. Robinson84,6992,32222487,245
Thomas R. Scalf73,2982,32260034,212110,432
Jeffrey E. Spethmann61,3192,3224025,30388,984
Richard B. Lewis53,2861,2423,80158,329
______________
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.
d.Mr. Carpenter was an expatriate on assignment in Belgium from August 1, 2008 through September 30, 2011. He received expatriate compensation and benefits that are available on the same basis to all U.S. employees on expatriate assignments. It typically takes a few years after an employee’s return to the U.S. before the tax equalization payments can be finally settled. The $8,958 reported in the Summary Compensation Table for fiscal 2017 was due to Mr. Carpenter’s expatriate status as follows:
a.This includes the Company match to the Retirement Savings and Employee Stock Ownership Plan as well as the Deferred Compensation and 401(k) Excess Plan.
b.The imputed income on the Company-provided basic life insurance in excess of $50,000.
c.The imputed income for health assessments that are not covered through regular medical insurance offered by the Company.
d.    Represents tax gross-up payments made in connection with the Company's administrative error related to taxation of 401(k) Excess Plan deferrals in 2017.

45

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




Fiscal 20172022 Grants of Plan-Based Awards Table
This table provides information regarding all plan-based awards granted to our NEOs during fiscal 20172022 as follows:
Fiscal 20172022 annual cash incentive pursuant to the Annual Cash Incentive Plan;
Stock awards pursuant to the Long-Term Compensation Plan for the three-year incentiveperformance cycle which began August 1, 2017;
(fiscal 2022-2024); and
Annual stock options granted pursuant to the 20102019 Master Stock Incentive Plan during fiscal 20172022.

 
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 TypeGrant DateThreshold ($)Target ($)Maximum ($)Threshold ($)Target ($)Maximum ($)Name and Award TypeGrant DateThreshold ($)Target ($)Maximum ($)Threshold (#)Target (#)Maximum (#)
Tod E. Carpenter  Tod E. Carpenter
Annual Cash Incentive 360,000900,0001,800,000  Annual Cash Incentive494,4001,236,0002,472,000
Stock Awards9/22/2016 5,69056,900113,800 2,127,491
Stock Awards9/23/20213,45034,50069,0002,049,300 
Annual Stock Option (3)
12/16/2016 166,50042.721,827,537
Annual Stock Option (3)
9/23/2021144,00059.402,050,553 
Scott J. Robinson  Scott J. Robinson
Annual Cash Incentive 108,160270,400540,800  Annual Cash Incentive162,000405,000810,000
Stock Awards9/22/2016 1,26012,60025,200 471,114
Stock Awards9/23/20219309,30018,600552,420 
Annual Stock Option (3)
12/16/2016 37,00042.72406,119
Annual Stock Option (3)
9/23/202138,60059.40549,662 
Thomas R. Scalf  Thomas R. Scalf
Annual Cash Incentive 101,316253,290506,580  Annual Cash Incentive135,800339,500679,000
Stock Awards9/22/2016 9709,70019,400 362,683
Stock Awards9/23/20216306,30012,600374,220 
Annual Stock Option (3)
12/16/2016 28,50042.72312,822
Annual Stock Option (3)
9/23/202126,30059.40374,511 
Jeffrey E. Spethmann  Jeffrey E. Spethmann
Annual Cash Incentive 89,460223,650447,300  Annual Cash Incentive120,900302,250604,500
Stock Awards9/22/2016 8108,10016,200 302,859
Stock Awards9/23/20216306,30012,600374,220 
Annual Stock Option (3)
12/16/2016 24,00042.72263,429
Annual Stock Option (3)
9/23/202126,30059.40374,511 
Amy C. Becker  
Richard B. LewisRichard B. Lewis
Annual Cash Incentive 70,092175,230350,460  Annual Cash Incentive117,000292,500585,000
Stock Awards9/22/2016 6506,50013,000 243,035
Stock Awards9/23/20215505,50011,000326,700 
Annual Stock Option (3)
12/16/2016 19,00042.72208,548
Annual Stock Option (3)
9/23/202122,80059.40324,671 
_______________
(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.
(2)The Threshold, Target, and Maximum represent the range of payments under the Long-Term Compensation Plan described in the Compensation Discussion and Analysis. The amounts in these columns reflect shares of stock and are based on the attainment of pre-established three fiscal-year performance goals.
(3)The annual stock option awards were granted to our NEOs on December 16, 2016 as described in the Compensation Discussion and Analysis. These grants were approved by the Committee at its December meeting. All options were granted with an exercise price equal to the closing stock price of the Company’s common stock on the date of the grant and vest in three equal annual installments beginning on the first anniversary of the grant date.

(1)The Threshold, Target, and Maximum represent the range of potential payments for fiscal 2022 under the Annual Cash Incentive Plan described in the Compensation Discussion and Analysis based on the NEOs’ base salary as of July 31, 2022. The threshold amount reflects payment at threshold performance achievement across all applicable financial goals. The amount actually earned and paid out is based on the attainment of pre-established performance goals and is reflected in the Summary Compensation Table.
(2)The Threshold, Target, and Maximum represent the range of payments under the Long-Term Compensation Plan described in the Compensation Discussion and Analysis. The amounts in these columns reflect shares of stock and are based on the attainment of pre-established three fiscal-year performance goals.
(3)The annual stock option awards were granted to our NEOs on September 23, 2021 as described in the Compensation Discussion and Analysis section. These grants were approved by the HR Committee at its September 2021 meeting. All options were granted with an exercise price equal to the closing stock price of the Company’s common stock on the date of the grant and vest in three equal annual installments beginning on the first anniversary of the grant date.


46



Outstanding Equity Awards at 20172022 Fiscal Year-End
The following table summarizes the equity awards held by our NEOs as of the last day of fiscal 2017.2022.
Option AwardsStock Awards
NameGrant DateNumber of Securities Underlying Unexercised Options Exercisable (#)
Number of Securities Underlying Unexercised Options Unexercisable(1) (#)
Option Exercise Price
($)
Option Expiration DateNumber of Shares of Stock or Units That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)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 Options12/7/201224,500 — 33.58 12/7/2022
12/9/201323,500 — 42.07 12/9/2023
4/1/201420,000 — 42.68 4/1/2024
12/5/201454,000 — 38.78 12/5/2024
1/30/201555,000 — 36.56 1/30/2025
12/17/2015160,500 — 28.00 12/17/2025
12/16/2016166,500 — 42.72 12/16/2026
9/22/2017150,500 — 45.43 9/22/2027
9/21/2018152,000 — 59.18 9/21/2028
9/26/2019119,067 59,533 51.61 9/26/2029
9/24/202062,334 124,666 46.06 9/24/2030
9/23/2021— 144,000 59.40 9/23/2031
Performance Shares
8/1/20 - 7/31/2341,300 2,247,133 
8/1/21 - 7/31/2434,500 1,877,145 
Scott J. Robinson
Stock Options12/17/201524,000 — 28.00 12/17/2025
12/16/201637,000 — 42.72 12/16/2026
9/22/201737,600 — 45.43 9/22/2027
9/21/201839,000 — 59.18 9/21/2028
9/26/201929,733 14,867 51.61 9/26/2029
9/24/202015,601 31,199 46.06 9/24/2030
9/23/2021— 38,600 59.40 9/23/2031
Performance Shares
8/1/20 - 7/31/2310,300 560,423 
8/1/21 - 7/31/249,300 506,013 
Thomas R. Scalf
Stock Options12/7/20127,000 — 33.58 12/7/2022
12/9/201310,500 — 42.07 12/9/2023
12/5/201426,000 — 38.78 12/5/2024
12/17/201529,500 — 28.00 12/17/2025
12/16/201628,500 — 42.72 12/16/2026
9/22/201725,800 — 45.43 9/22/2027
9/21/201830,800 — 59.18 9/21/2028
9/26/201923,467 11,733 51.61 9/26/2029
9/24/202012,301 24,599 46.06 9/24/2030
9/23/2021— 26,300 59.40 9/23/2031
Performance Shares
8/1/20 - 7/31/238,100 440,721 
8/1/21 - 7/31/246,300 342,783 

47



  Option Awards Stock Awards
NameGrant DateNumber of Securities Underlying Unexercised Options Exercisable (#)
Number of Securities Underlying Unexercised Options Unexercisable(1) (#)
Option Exercise Price
($)
Option Expiration Date Number of Shares of Stock or Units that Have Not Vested (#)
Market Value of Shares or Units of Stock that Have Not Vested (2)      ($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (3)         (#)
Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vested (2)
($)
Tod E. Carpenter          
Stock Options12/4/200711,000

23.00
12/4/2017     
 12/9/200817,600

17.28
12/9/2018     
 12/11/200918,000

21.20
12/11/2019     
 12/10/201015,000

29.07
12/10/2020     
 12/9/201124,000

34.88
12/9/2021     
 12/7/201224,500

33.58
12/7/2022     
 12/9/201323,500

42.07
12/9/2023     
 4/1/201420,000

42.68
4/1/2024     
 12/5/201436,000
18,000
38.78
12/5/2024     
 1/30/201536,667
18,333
36.56
1/30/2025     
 12/17/201553,500
107,000
28.00
12/17/2025     
 12/16/2016
166,500
42.72
12/16/2026     
           
Restricted Stock9/21/2012     2,000
94,980
  
           
Performance Shares          
8/1/15 - 7/31/18        39,700
1,885,353
8/1/16 - 7/31/19        56,900
2,702,181
Scott J. Robinson          
Stock Options12/17/20158,000
16,000
28.00
12/17/2025     
 12/16/2016
37,000
42.72
12/16/2026     
           
Restricted Stock12/8/2015     7,500
356,175
  
           
Performance Shares          
8/1/15 - 7/31/18        5,219
247,850
8/1/16 - 7/31/19        12,600
598,374
Thomas R. Scalf          
Stock Options12/10/20101,000

29.07
12/10/2020     
 12/9/20114,000

34.88
12/9/2021     
 12/7/20127,000

33.58
12/7/2022     
 12/9/201310,500

42.07
12/9/2023     
 12/5/201417,333
8,667
38.78
12/5/2024     
 12/17/20159,834
19,666
28.00
12/17/2025     
 12/16/2016
28,500
42.72
12/16/2026     
           
Restricted Stock11/25/2013     3,000
142,470
  
           
Performance Shares          
8/1/15 - 7/31/18        7,300
346,677
8/1/16 - 7/31/19        9,700
460,653


 Option Awards Stock AwardsOption AwardsStock Awards
NameGrant DateNumber of Securities Underlying Unexercised Options Exercisable (#)
Number of Securities Underlying Unexercised Options Unexercisable(1) (#)
Option Exercise Price
($)
Option Expiration Date Number of Shares of Stock or Units that Have Not Vested (#)
Market Value of Shares or Units of Stock that Have Not Vested (2)      ($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (3)         (#)
Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vested (2)
($)
NameGrant DateNumber of Securities Underlying Unexercised Options Exercisable (#)
Number of Securities Underlying Unexercised Options Unexercisable(1) (#)
Option Exercise Price
($)
Option Expiration DateNumber of Shares of Stock or Units That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested (2)
($)
Jeffrey E. Spethmann    
Stock Options2/18/20137,500

37.60
2/18/2023  
12/9/201310,500

42.07
12/9/2023  
12/5/20148,000
4,000
38.78
12/5/2024  
12/17/20154,500
9,000
28.00
12/17/2025  
4/4/20163,334
6,666
31.35
4/4/2026  
12/16/2016
24,000
42.72
12/16/2026  
    
Restricted Stock11/25/2013  3,000
142,470
 
    
Performance Shares    
8/1/16 - 7/31/19    8,100
384,669
Amy C. Becker    
Jeffrey E. SpethmannJeffrey E. Spethmann
Stock Options1/15/20093,000

15.87
1/15/2019  Stock Options2/18/20137,500 — 37.60 2/18/2023
1/14/20106,000

21.14
1/14/2020  12/9/201310,500 — 42.07 12/9/2023
12/10/20106,000

29.07
12/10/2020  12/5/201412,000 — 38.78 12/5/2024
12/9/20116,000

34.88
12/9/2021  12/17/201513,500 — 28.00 12/17/2025
12/7/20123,500

33.58
12/7/2022   4/4/201610,000 — 31.35 4/4/2026
12/6/20133,000

42.05
12/6/2023  12/16/201624,000 — 42.72 12/16/2026
12/5/20149,667
4,833
38.78
12/5/2024  9/22/201725,800 — 45.43 9/22/2027
12/17/20156,167
12,333
28.00
12/17/2025  9/21/201830,800 — 59.18 9/21/2028
12/16/2016
19,000
42.72
12/16/2026  9/26/201923,467 11,733 51.61 9/26/2029
    9/24/202012,301 24,599 46.06 9/24/2030
Restricted Stock7/10/2014  3,000
142,470
 
9/23/2021— 26,300 59.40 9/23/2031
    
Performance Shares    Performance Shares
8/1/15 - 7/31/18    4,600
218,454
8/1/16 - 7/31/19    6,500
308,685
8/1/20 - 7/31/238/1/20 - 7/31/238,100 440,721 
8/1/21 - 7/31/248/1/21 - 7/31/246,300 342,783 
Richard B. LewisRichard B. Lewis
Stock OptionsStock Options12/7/20123,500 — 33.58 12/7/2022
12/6/20133,000 — 42.05 12/6/2023
12/5/20143,000 — 38.78 12/5/2024
6/30/201510,000 — 35.80 6/30/2025
12/17/201513,500 — 28.00 12/17/2025
12/16/201612,000 — 42.72 12/16/2026
9/22/20178,600 — 45.43 9/22/2027
9/21/201812,300 — 59.18 9/21/2028
9/26/201916,467 8,233 51.61 9/26/2029
9/24/20208,601 17,199 46.06 9/24/2030
9/23/2021— 22,800 59.40 9/23/2031
Performance SharesPerformance Shares
8/1/20 - 7/31/238/1/20 - 7/31/235,700 310,137 
8/1/21 - 7/31/248/1/21 - 7/31/245,500 299,255 
_______________
(1)Stock options have a ten-year term and vest in three equal annual installments beginning on the first anniversary of the grant date. The vesting dates for options unexercisable as of July 31, 2017 is as follows:
(1)Stock options have a ten-year term and vest in three equal annual installments beginning on the first anniversary of the grant date. The vesting dates for stock options unexercisable as of July 31, 2022 are as follows:


48



 Securities VestingStock Options Vesting
 DecemberJanuaryAprilDecemberAprilDecemberSeptember
NameGrant Date201720182019NameGrant Date202220232024
Tod E. Carpenter12/5/201418,000
 Tod E. Carpenter9/26/201959,533
1/30/2015 18,333
 9/24/202062,333
12/17/201553,500
 53,500
 9/23/202148,00148,00047,999
Scott J. RobinsonScott J. Robinson9/26/201914,867
12/16/201655,500
 55,500
 55,500
9/24/202015,60015,599
Scott J. Robinson12/17/20158,000
 8,000
 
12/16/201612,334
 12,333
 12,333
9/23/202112,86712,866
Thomas R. Scalf12/5/20148,667
 Thomas R. Scalf9/26/201911,733
12/17/20159,833
 9,833
 9/24/202012,30012,299
12/16/20169,500
 9,500
 9,500
9/23/20218,7678,766
Jeffrey E. Spethmann12/5/20144,000
 Jeffrey E. Spethmann9/26/201911,733
12/17/20154,500
 4,500
 9/24/202012,30012,299
4/4/2016 3,333
 3,333
 9/23/20218,7678,766
12/16/20168,000
 8,000
 8,000
Amy C. Becker12/5/20144,833
 
Richard B. LewisRichard B. Lewis9/26/20198,233
12/17/20156,166
 6,167
 9/24/20208,6008,599
12/16/20166,334
 6,333
 6,333
9/23/20217,6017,6007,599


(2)     These amounts represent the Target payout for the performance-based stock awards pursuant to the Long-Term Compensation Plan as described in the Compensation Discussion and Analysis section. The market value is calculated using the closing price of the Company's common stock on the NYSE on the last day of fiscal 2022.
(2)Restricted stock awards generally cliff vest at the end of the fifth anniversary of the grant date. The market value is calculated using the closing price on the NYSE at the end of fiscal 2017.
(3)These amounts represent the Target payout for the performance-based stock awards pursuant to the Long-Term Compensation Plan as described in the Compensation Discussion and Analysis section.
Fiscal 20172022 Option Exercises and Stock Vested Table
The following table summarizes information on stock option awards exercised during fiscal 2017,2022, the Long-Term Compensation Plan payouts for the cycle ending July 31, 2017,2022, and restricted stock awards that vested during fiscal 20172022 for our NEOs. For stock options, the value realized is based on the difference between the market price of our common stock at exercise and the exercise price. For stock awards, the value realized on vesting is based on the market price of our common stock at vesting.

Option Awards Stock AwardsOption AwardsStock Awards
NameNumber of Shares Acquired on Exercise (#)
Value Realized on Exercise (1)    ($)
 Number of Shares Acquired on Vesting (#)
Value Realized on Vesting (2)      ($)
NameNumber of Shares Acquired on Exercise (#)
Value Realized on Exercise (1) ($)
Number of Shares Acquired on Vesting (#)
Value Realized on Vesting (2) ($)
Tod E. Carpenter

 2,961
134,518
Tod E. Carpenter25,7911,312,504
Scott J. Robinson

 

Scott J. Robinson6,431327,274
Thomas R. Scalf

 1,260
57,242
Thomas R. Scalf4,00081,4285,105259,793
Jeffrey E. Spethmann

 

Jeffrey E. Spethmann5,105259,793
Amy C. Becker9,000
219,180
 788
35,799
Richard B. LewisRichard B. Lewis3,580182,186
_______________
(1)Amount reported represents the market price of our common stock on the exercise date, less the exercise price, multiplied
(1) Amount reported represents the market price of our common stock on the exercise date, less the exercise price,
    multiplied by the number of shares exercised.
(2)    Amount reported represents the closing price of our common stock as of the vesting date multiplied by the number
of shares
acquired on vesting.
Pension Benefits
The Company provides pension benefits to our U.S. Officers through the following plans:
Salaried Employees’ Pension Plan
Excess Pension Plan

49



Salaried Employees’ Pension Plan
The Salaried Employees’ Pension Plan is a defined benefit plan that provides cash balance retirement benefits to our eligible employees. Participants' cash balances increase annually with interest credits. The Company contribution credits vary with service, age, and compensation. A participant’s benefit is 100% vested after three years of service. At retirement or termination, a participant who has a vested benefit can receive a distribution in the form of a lump sum or an actuarially equivalent annuity.
Effective August 1, 2016, employees no longer accrue Company contribution credits under the plan. Participants' cash balances continue to increase annually with interest credits. An employee’s account earns interest each year based on the average yield on one-year Treasury Constant Maturities during the month of June prior to the plan year plus 1%. This is the interest crediting rate. The minimum annual interest crediting rate is 4.83%.
Effective August 31, 2013, the plan is frozen to any employees hired on or after this date. Effective August 1, 2016, employees no longer accrue Company contribution credits under the plan.
Excess Pension Plan
The Excess Pension Plan mirrors the Salaried Employees’ Pension Plan. This plan is an unfunded, non-qualified plan that primarily provides retirement benefits that cannot be paid under the Salaried Employees’ Pension Plan due to the Internal Revenue Code limitations on qualified plans for compensation and benefits. Vested benefits are paid out of this plan on or after termination or retirement in up to 20 annual installments or a lump sum according to elections made by the participant in accordance with applicable IRS regulations.
Effective August 31, 2013,Same as the plan is frozen to any employees hired on or after this date. Effective August 1, 2016,Salaried Employees’ Pension Plan, employees no longer accrue benefitsCompany contribution credits under this plan.plan effective August 1, 2016.


FISCAL 2017 PENSION BENEFITSFiscal 2022 Pension Benefits
The following table summarizes information with respect to pension plans for each eligible NEO.
NamePlan NameNumber of Years of Credited Service (#)
Present Value of Accumulated Benefit (1) ($)
Payments During Last Fiscal Year ($)
Tod E. CarpenterSalaried Employees’ Pension Plan20688,432
Excess Pension Plan20471,847
Scott J. Robinson (2)
Salaried Employees’ Pension Plan
Excess Pension Plan
Thomas R. ScalfSalaried Employees’ Pension Plan27649,261
Excess Pension Plan27137,676
Jeffrey E. SpethmannSalaried Employees’ Pension Plan386,622
Excess Pension Plan330,069
Richard B. LewisSalaried Employees’ Pension Plan14289,342
Excess Pension Plan1413,930
______________
NamePlan NameNumber of Years of Credited Service (#)
Present Value of Accumulated Benefit(1) ($)
Payments During Last Fiscal Year ($)
Tod E. CarpenterSalaried Employees’ Pension Plan20580,066
 Excess Pension Plan20397,574
Scott J. Robinson (2)
Salaried Employees’ Pension Plan
 Excess Pension Plan
Thomas R. ScalfSalaried Employees’ Pension Plan27574,750
 Excess Pension Plan27121,876
Jeffrey E. SpethmannSalaried Employees’ Pension Plan375,902
 Excess Pension Plan326,348
Amy C. BeckerSalaried Employees’ Pension Plan19456,216
 Excess Pension Plan1931,845
(1)    The present value of the accumulated benefit for the Salaried Employees’ Pension Plan and the Excess Pension Plan was determined by projecting the July 31, 2022 cash balance amounts to age 65 using a 5.0% interest credit rate and discounting it using a 2.49% interest rate.
_______________
(1)The present value of the accumulated benefit for the Salaried Employees’ Pension Plan and the Excess Pension Plan was determined by projecting the July 31, 2017 cash balance amounts to age 65 using a 5.0% interest credit rate and discounting it using a 3.9% interest rate.
The actual accrued balances as of the end of fiscal 20172022 are reflected in the table below. For additional assumptions used in this calculation, refer to Note 1114 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2017.2022.
NameSalaried Employees’ Pension Plan
($)
Excess
Pension Plan
($)
Tod E. Carpenter683,963468,784
Scott J. Robinson
Thomas R. Scalf627,877133,142
Jeffrey E. Spethmann84,23829,242
Richard B. Lewis274,48413,215

(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.


50

Name
Salaried Employees’ Pension Plan
($)
Excess
Pension Plan
($)
Tod E. Carpenter540,263
370,293
Scott J. Robinson

Thomas R. Scalf495,960
105,169
Jeffrey E. Spethmann66,539
23,098
Amy C. Becker400,998
27,991


(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)
Throughcompensation 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 PlanLTCP award
Up to 25% of compensation in excess of the qualified plan compensation limits ($265,000290,000 for 2015, $265,0002021 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 forPrior to calendar 2020, participants were able to allocate the deferrals of base salary and annual cash incentive:


Allocate the accountincentive 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 accountrate or to one or more measurementinvestment 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. TheseSome 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 PlanLTCP 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. Carpenter17,12391,505(104,820)1,798,206
Scott J. Robinson44,92064,138(19,430)260,877
Thomas R. Scalf103,47153,173(64,245)684,117
Jeffrey E. Spethmann89,40540,799(49,250)491,493
Richard B. Lewis486,40125,064(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 Planexcess 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




51

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. Carpenter47,673
32,318
86,186

482,053
Scott J. Robinson
4,638
666

5,304
Thomas R. Scalf9,091
7,273
22,885

122,427
Jeffrey E. Spethmann




Amy C. Becker30,584
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 discussionOur Officers are covered by CIC Agreements and tables reflect the amount of compensationstock plan award agreements that would be paid to the NEOsgovern key payments and benefits in the event of a termination of employment of the Officeremployment. 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
OurCertain of our compensation programs provide certain benefits when Officers are eligiblequalify 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 PlanLTCP awards would be prorated for the performance period during which the participant was actively employedbased 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-basedOutstanding 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.


 
Year-end Annual Cash Incentive (1)
($)
Restricted Stock 
Long-Term Compensation Plan (2)
NameShares
Value at Fiscal Year-end
($)
 Shares
Value at Fiscal
Year-end
($)
Tod E. Carpenter1,453,5901,93391,798 45,3992,155,982
______________
(1)Full annual cash incentive as reflected in the Summary Compensation Table
(2)This column reflects 2/3 of the award for the cycle that ends July 31, 2018 and 1/3 of the award for the cycle that ends July 31, 2019.
Payments under our Non-Qualified Deferred Compensation Plans and Excess Pension Plan would be paid according to the payment elections made by the NEO. The amounts reflected in the Non-Qualified Deferred Compensation Table and Pension Benefits Table would have been payable according to the Officer’s payment elections in the event of a retirement at the end of fiscal 2017.prorated based on time worked.
Involuntary Termination
In the event of an involuntary termination not for cause, the HR Committee has sole discretion to determine the amount, if any, of severance payments and benefits that will be offered to a NEO.an Officer. We have no formal employment agreements with our Officers and they are not covered by our Company Severance Plan. Under our Severance Plan for U.S. salaried employees, the Company generally pays severance equal to one week of base salary for each year of service up to a maximum of 26 weeks (a minimum of 8 weeks for director level) and a target incentive prorated for full months actively employed. We generally pay for continued coverage for elected medical and dental benefits for a period of one or two months based on years of service. Our NEOs would receive two months of benefit continuation based on their years of service. If the Committee were to follow our U.S. Severance Plan, the following payments would have been made to our U.S. NEOs had they been involuntarily terminated at the end of fiscal 2017:
Name
Severance
($)
Benefit Continuation
($)
Tod E. Carpenter1,263,462
2,424
Scott J. Robinson334,400
2,100
Thomas R. Scalf464,365
3,514
Jeffrey E. Spethmann (1)
280,996
not applicable
Amy C. Becker303,283
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.
UnvestedOutstanding restricted stock awards would be forfeited.
Outstanding Long-Term Compensation PlanLTCP 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-basedOutstanding 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)
($)
Restricted Stock 
Long-Term Compensation Plan (2)
NameShares
Value at Fiscal Year-end
($)
 Shares
Value at Fiscal
Year-end
($)
Tod E. Carpenter1,453,590
1,933
91,798
 45,399
2,155,982
Scott J. Robinson436,723
2,375
112,789
 7,049
334,761
Thomas R. Scalf438,825
2,200
104,478
 8,094
384,388
Jeffrey E. Spethmann328,944
2,200
104,478
 2,695
127,989
Amy C. Becker283,014
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, paymentsPayments under our Non-Qualified Deferred Compensation PlansComp 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.

52



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-basedOutstanding 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)
($)
Restricted Stock 
Long-Term Compensation Plan (2)
 Annual Disability Benefit
NameShares
Value at Fiscal Year-end
($)
 Shares
Value at Fiscal
Year-end
($)
 
Fully Insured Portion
($)
Self Insured Portion
($)
Tod E. Carpenter1,453,590
1,93391,798
 45,399
2,155,982
 120,000
420,000
Scott J. Robinson436,723
2,375112,789
 7,049
334,761
 120,000
129,600
Thomas R. Scalf438,825
2,200104,478
 8,094
384,388
 120,000
133,290
Jeffrey E. Spethmann328,944
2,200104,478
 2,695
127,989
 120,000
103,650
Amy C. Becker283,014
1,80085,482
 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 PlansComp 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 NEOsOfficers 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 “changechange in control, as generally defined below, whetherwith or not there iswithout a qualifying termination of employment:
All outstandingOutstanding 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-basedOutstanding 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 PlanLTCP 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 NEOsOfficers were 100% vested in the Salaried Employees’ Pension Plan.
We have also entered intoAdditionally, 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:

53



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.

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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 ComponentTod E. CarpenterScott J. RobinsonThomas R. ScalfJeffrey E. SpethmannRichard B. Lewis
DeathAnnual Incentive1,653,326541,745468,467392,569391,260
LTCP (5)
2,121,405541,653407,628407,628306,142
Restricted Stock
Total3,774,7311,083,398876,095800,197697,402
Disability
Annual disability benefit (7)
761,657366,823347,018314,574270,000
Annual Incentive1,653,326541,745468,467392,569391,260
Stock Options1,207,654302,139238,254238,254166,664
LTCP (5)
2,121,405541,653407,628407,628306,142
Restricted Stock
Total5,744,0421,752,3601,461,3671,353,0251,134,066
Involuntary Termination (2)
Cash severance1,751,000488,077582,000382,731465,577
Benefit continuation (8)
2,6901,2274,7784,778
Total1,753,690489,304586,778382,731470,355
Retirement (3)
Annual Incentive (4)
1,653,326541,745468,467392,569
Stock Options (6)
1,207,654302,139238,254238,254
LTCP (4, 5)
2,121,405541,653407,628407,628
Restricted Stock (6)
Total4,982,3851,385,5371,114,3491,038,451
Change in ControlStock Options1,207,654302,139238,254238,254166,664
LTCP (5)
4,124,2781,066,436783,504783,504609,392
Restricted Stock
Total5,331,9321,368,5751,021,7581,021,758776,056
Qualifying Termination Following or in Connection with a Change in Control
Cash severance (9)
6,798,0001,890,0001,649,0001,534,5001,485,000
Pension benefits (10)
1,202,936402,368280,033283,607
Benefit continuation (8, 11)
41,68236,89467,8181,43465,118
Outplacement (12)
45,00045,00045,00045,00045,000
Total8,087,6181,971,8942,164,1861,860,9671,878,725
________________
(1)    No forms of severance payments or additional benefits are provided to Officers upon a voluntary decision to terminate employment in connection withor 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 (seesituation, payout would be accelerated.
(6)    Retirement eligible definition is age 55 without a minimum years of service requirement.
(7)    $120,000 of the Compensation Discussionannual disability benefit is fully insured and Analysis under Changepayable by the insurance company. Anything in Controlexcess 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 onthis represents a qualifying termination), in addition to the accelerated vesting of equity awards described above, each Officer will receive severance paymentslump 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 incentive55
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
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.
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. Carpenter5,400,000
7,919,309
366,092
43,632
45,00013,774,033
Scott J. Robinson1,372,800
1,690,112

37,800
45,0003,145,712
Thomas R. Scalf1,350,880
1,544,525
166,582
63,252
45,0003,170,239
Jeffrey E. Spethmann1,192,800
959,458
96,611

45,0002,293,869
Amy C. Becker525,690
1,042,705
117,282
36,252
45,0001,766,929
______________
(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. SpethmannRobinson 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 targetBusiness Travel Accident benefits for Mr. Robinson and Ms. BeckerSpethmann.
(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 achievementthe 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 couldmay be reduced in situations where the Officer would otherwise be subject to the excise tax liability under Section 208G280G 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 TableComp 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 paymentsaccrued 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 benefitsalso become immediately vested. As of the end of fiscal 2017,2022, all eligible NEOsOfficers were 100% vested under these plans.



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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.

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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 eightseven 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 20172022 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
3.
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, ChairPilar CruzAjita G. Rajendra
Andrew CecereTrudy A. Rautio, Chair
Christopher M. HilgerJacinth C. Smiley
Douglas A. MilroyJohn P. Wiehoff















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Independent Registered Public Accounting Firm Fees
The aggregate fees billedfor services rendered to the Company for fiscal 20172022 and fiscal 20162021 by PwC, the Company’s independent registered public accounting firm, are as follows:
Fiscal 2017 Fiscal 2016Fiscal 2022Fiscal 2021
Audit Fees $2,674,933  $2,967,600Audit Fees$3,984,000$3,557,000
Audit-Related Fees 158,364 43,200Audit-Related Fees$12,627$29,861
Tax Fees 355,495 186,000Tax Fees$577,172$190,862
All Other Fees 1,800  1,800All Other Fees$9,150$2,700
Total Fees $3,190,592  $3,198,600Total 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. TaxThe increase in tax fees includeis 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 20172022 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.


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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 20112017 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 20112017 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
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.data
Please read the Compensation Discussion and Analysis for additional details about the Company’s executive compensation programs, including information about the compensation of our NEOs for fiscal 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 20172022 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 ResourcesHR Committee, or our Board of Directors.Board. However, our Human ResourcesHR 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 youstockholders vote FOR adoption of the resolution approving the compensation of our Named Executive OfficersNEOs described in this Proxy Statement.


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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of July 31, 2022 regarding the Company's equity compensation plans:
Plan CategoryNumber 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 Plan1,693
1991 Master Stock Compensation Plan: 
Deferred Stock Option Gain Plan176,827
Deferred LTC/Restricted Stock72,453
2001 Master Stock Incentive Plan: 
Deferred LTC/Restricted Stock35,499
2010 Master Stock Incentive Plan:(1)
Stock Options5,036,527$43.88
Restricted Stock Units425
Deferred LTC/Restricted Stock1,572
Long-Term Compensation (2)
194,362
2019 Master Stock Incentive Plan: (1)
(1)
Stock Options1,890,634$52.82
Restricted Stock Units40,159
Long-Term Compensation (2)
376,412
Subtotal for plans approved by security holders7,826,563$46.32
Equity compensation plans not approved by security holders 
Subtotal for plans not approved by
security holders
 
Total7,826,563$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.


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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, 20182023 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
signature.jpg
Amy C. Becker
Secretary
October 3, 20174, 2022





















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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/DCI2017DCI2022



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