DONALDSON CO INC, DEF 14A filed on 10/6/2025
Proxy Statement (definitive)
v3.25.2
Cover
12 Months Ended
Jul. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Donaldson Company, Inc.
Entity Central Index Key 0000029644
v3.25.2
Pay vs Performance Disclosure
12 Months Ended
Jul. 31, 2025
USD ($)
$ / shares
Jul. 31, 2024
USD ($)
$ / shares
Jul. 31, 2023
USD ($)
$ / shares
Jul. 31, 2022
USD ($)
$ / shares
Jul. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
Year
Summary Compensation Table Total for CEO (1)
($)
Compensation Actually Paid to CEO (2)
($)
Average Summary Compensation Table Total for Non-CEO NEOs (3)
($)
Average Compensation Actually Paid to Non-CEO NEOs (4)
($)
Company Total Shareholder Return
($)
Peer Group Total Shareholder Return
($)
Net Income (millions)
($)
Diluted Earnings Per Share-Incentive (5)
($)
20258,297,4716,430,3251,990,8161,431,1031611843673.68
20247,841,46811,204,7992,059,3412,682,6091651784143.42
20237,181,60710,273,1451,815,3312,264,8101361553593.07
20227,043,9465,169,5661,828,2561,465,1821161243332.70
20216,878,95013,593,4771,774,5583,098,1441391442872.31
       
Company Selected Measure Name Company Diluted EPS        
Named Executive Officers, Footnote The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Carpenter, our Chairman, President and Chief Executive Officer for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”).
The non-CEO NEOs included in average compensation are named below by fiscal year.
20252024202320222021
Bradley J. PogalzScott J. RobinsonScott J. RobinsonScott J. RobinsonScott J. Robinson
Richard B. LewisRichard B. LewisThomas R. ScalfThomas R. ScalfThomas R. Scalf
Thomas R. ScalfThomas R. ScalfRichard B. LewisJeffrey E. SpethmannJeffrey E. Spethmann
Amy C. BeckerAmy C. BeckerAmy C. BeckerRichard B. LewisAmy C. Becker
Scott J. RobinsonWim Vermeersch
       
PEO Total Compensation Amount $ 8,297,471 $ 7,841,468 $ 7,181,607 $ 7,043,946 $ 6,878,950
PEO Actually Paid Compensation Amount $ 6,430,325 11,204,799 10,273,145 5,169,566 13,593,477
Adjustment To PEO Compensation, Footnote The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Carpenter as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to Mr. Carpenter during the applicable year, but rather is a value calculated under applicable SEC rules. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Carpenter’s total compensation for each year to determine the Compensation Actually Paid. For purposes of awards that provide for continued vesting upon Mr. Carpenter’s retirement, the awards are not treated as vested until the award's scheduled vesting dates.
Adjustments to Determine Compensation Actually Paid for CEO2025
($)
Deduction for Amounts Reported under the "Stock Awards" Column in the SCT(2,853,630)
Deduction for Amounts Reported under the "Option Awards" Column in the SCT(2,849,945)
Increase for Fair Value at end of Current Fiscal Year of Equity Awards Granted During Current Fiscal Year that Remain Unvested as of Fiscal Year End5,349,641
Increase/Deduction for Change in Fair Value from Prior Fiscal Year End to Current Fiscal Year End of Equity Awards Granted Prior to Current Fiscal Year that Were Unvested as of Fiscal Year End(893,045)
Increase/Deduction for Change in Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted Prior to Current Fiscal Year that Vested During Current Fiscal Year(541,725)
Deduction for Change in the Actuarial Present Values* (78,442)
Total(1,867,146)
* The Company's pension plans are frozen; therefore, the service cost for each year was $0.
       
Non-PEO NEO Average Total Compensation Amount $ 1,990,816 2,059,341 1,815,331 1,828,256 1,774,558
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,431,103 2,682,609 2,264,810 1,465,182 3,098,144
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in this column represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding our CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Carpenter) for each year to determine the average Compensation Actually Paid, using the same methodology described above in footnote 2. For purposes of awards that provide for continued vesting upon a non-CEO NEO’s retirement, the awards are not treated as vested until the award's scheduled vesting date.
Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs2025
($)
Deduction for Amounts Reported under the "Stock Awards" Column in the SCT(497,731)
Deduction for Amounts Reported under the "Option Awards" Column in the SCT(498,178)
Deduction for Fair Value of Stock Awards Granted in Fiscal Prior Years that Failed to Vest(132,663)
Increase for Fair Value at end of Current Fiscal Year of Equity Awards Granted During Current Fiscal Year that Remain Unvested as of Fiscal Year End 805,120
Increase/Deduction for Change in Fair Value from Prior Fiscal Year End to Current Fiscal Year End of Equity Awards Granted Prior to Current Fiscal Year that Were Unvested as of Fiscal Year End(137,943)
Increase/Deduction for Change in Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted Prior to Current Fiscal Year that Vested During Current Fiscal Year(82,957)
Deduction for Change in the Actuarial Present Values*(15,361)
Total(559,713)
* The Company's pension plans are frozen; therefore, the service cost for each year was $0.
       
Compensation Actually Paid vs. Total Shareholder Return
The following chart provides a graphical representation of the Company's five-year cumulative TSR versus our industry peer group, the S&P Industrial Machinery Index, and of CAP to our CEO and other NEOs versus the Company's five-year cumulative TSR.

CAP vs TSR Graph FY25.jpg
       
Compensation Actually Paid vs. Net Income
CAP vs Net Income Graph FY25.jpg
       
Compensation Actually Paid vs. Company Selected Measure
The following charts provide a graphical representation of the relationships between CAP and the Company's selected measure, Company Diluted EPS - Incentive, and between net income and CAP. Net income is not a performance metric we use when setting executive compensation but is included in these disclosures, as required.


CAP vs EPS Graph FY25.jpg
       
Total Shareholder Return Vs Peer Group
The following chart provides a graphical representation of the Company's five-year cumulative TSR versus our industry peer group, the S&P Industrial Machinery Index, and of CAP to our CEO and other NEOs versus the Company's five-year cumulative TSR.

CAP vs TSR Graph FY25.jpg
       
Tabular List, Table
Diluted Earnings Per Share - Incentive
Net Sales
Return on Investment
Net Operating Profit
       
Total Shareholder Return Amount $ 161 165 136 116 139
Peer Group Total Shareholder Return Amount 184 178 155 124 144
Net Income (Loss) $ 367,000,000 $ 414,000,000 $ 359,000,000 $ 333,000,000 $ 287,000,000
Company Selected Measure Amount | $ / shares 3.68 3.42 3.07 2.70 2.31
PEO Name Mr. Carpenter        
Additional 402(v) Disclosure The dollar amounts reported in this column represent the average of the amounts reported for the Company's NEOs as a group (excluding our CEO) in the “Total” column of the SCT in each applicable year.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Diluted Earnings Per Share - Incentive        
Measure:: 2          
Pay vs Performance Disclosure          
Name Net Sales        
Measure:: 3          
Pay vs Performance Disclosure          
Name Return on Investment        
Measure:: 4          
Pay vs Performance Disclosure          
Name Net Operating Profit        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,867,146)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,349,641        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (893,045)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (541,725)        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (78,442)        
PEO | Equity Awards Change In Amount Reported As Stock Awards Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,853,630)        
PEO | Equity Awards Change In Amount Reported As Option Awards Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,849,945)        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (559,713)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 805,120        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (137,943)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (82,957)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (132,663)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (15,361)        
Non-PEO NEO | Equity Awards Change In Amount Reported As Stock Awards Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (497,731)        
Non-PEO NEO | Equity Awards Change In Amount Reported As Option Awards Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (498,178)        
v3.25.2
Award Timing Disclosure
12 Months Ended
Jul. 31, 2025
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We do not have any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times. Our current long-term incentive program includes the grant of stock options. Consistent with our annual compensation cycle, our HR Committee typically grants annual equity awards, including stock options, to our executive officers in September of each year at the committee’s first meeting of our fiscal year. The dates for these committee meetings are set more than a year in advance on a fairly consistent cadence year over year. The dates of the committee meetings generally occur after we have issued our earnings release announcing our fourth quarter and full year financial results; however, may occur closer in time to the filing of our related Annual Report on Form 10-K, which we generally do not believe includes additional material information beyond what we disclosed in our earnings release.
The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).
As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material, non-public information ("MNPI"), and we do not time the disclosure of MNPI for the purpose of affecting the value of equity-based compensation.
As disclosed in the table below, a stock option was granted to Mr. Pogalz effective December 4, 2024 following his appointment as Chief Financial Officer effective November 1, 2024. This grant was made one day after our release of earnings, which occurred pre-market on December 3, 2024, reporting results for the quarter ended October 31, 2024. The exercise price of the stock option reflects the closing price of our stock on December 4, 2024, two full trading days after the release of earnings.


NameGrant DateNumber of Securities Underlying The Award (#)Exercise Price ($)Grant Date Fair Value Of The Award ($)Percentage Change In The Closing Market Price Of The Securities Underlying The Award Between The Trading Day Ending Immediately Prior To The Disclosure Of MNPI And The Trading Day Beginning Immediately Following The Disclosure Of MNPI
Bradley J. Pogalz12/4/20249,40073.36212,666(6.0)%
Award Timing Method
As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material, non-public information ("MNPI"), and we do not time the disclosure of MNPI for the purpose of affecting the value of equity-based compensation.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).
As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material, non-public information ("MNPI"), and we do not time the disclosure of MNPI for the purpose of affecting the value of equity-based compensation.
MNPI Disclosure Timed for Compensation Value false
Awards Close in Time to MNPI Disclosures, Table
NameGrant DateNumber of Securities Underlying The Award (#)Exercise Price ($)Grant Date Fair Value Of The Award ($)Percentage Change In The Closing Market Price Of The Securities Underlying The Award Between The Trading Day Ending Immediately Prior To The Disclosure Of MNPI And The Trading Day Beginning Immediately Following The Disclosure Of MNPI
Bradley J. Pogalz12/4/20249,40073.36212,666(6.0)%
Bradley J. Pogalz [Member] | Employee Stock Option  
Awards Close in Time to MNPI Disclosures  
Name Bradley J. Pogalz
Underlying Securities | shares 9,400
Exercise Price | $ / shares $ 73.36
Fair Value as of Grant Date | $ $ 212,666
Underlying Security Market Price Change (0.060)
v3.25.2
Insider Trading Policies and Procedures
12 Months Ended
Jul. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true