dci-20241002

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. )

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

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

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under § 240.14a-12


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

Payment of Filing Fee (Check all boxes that apply):

[X] No fee required

[ ] Fee paid previously with preliminary materials

[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

DONALDSON COMPANY, INC.

1400 West 94th Street

Minneapolis, Minnesota 55431-2370

www.donaldson.com

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

DATE AND TIME: Friday, November 22, 2024 at 1:00 p.m. (CST)

RECORD DATE: Close of business on September 23, 2024.

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, 2025; 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/DCI2024. 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 22, 2024: Our 2024 Proxy Statement and our Fiscal 2024 Annual Report to Stockholders are available at www.proxyvote.com.


									By Order of the Board of Directors

			Dated: October 2, 2024						Amy C. Becker Secretary

TABLE OF CONTENTS



PROPOSALS YOU ARE ASKED TO VOTE ON			1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			2
Why did I receive this Proxy Statement?			2
Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?			2
What does it mean if I receive more than one proxy card?			2
Who pays for the cost of proxy preparation and solicitation?			2
What am I voting on, what does the Board recommend and what vote is required to approve each item?			3
How do I vote my shares?			4
How do I vote if I hold stock through a Donaldson employee benefit plan?			4
How do I vote my shares held in “street name” in a brokerage or bank account?			4
What if I submit a proxy and then change my mind?			4
Who may attend the meeting?			5
How many shares must be present to conduct the meeting?			5
How will voting on any other business be conducted?			5
Where do I find the voting results of the meeting?			5
How do I submit a stockholder proposal for next year's Annual Meeting?			5

SECURITY OWNERSHIP			6

ITEM 1: ELECTION OF DIRECTORS			8
Board Recommendation			8
Information Regarding Directors			9

CORPORATE GOVERNANCE			16
Corporate Governance Highlights			16
Board Oversight and Director Independence			16
Policy and Procedures Regarding Transactions with Related Persons			17
Board Leadership Structure			17
Risk Oversight by Board of Directors			18
Meetings and Committees of the Board of Directors			19
Audit Committee			20
Audit Committee Expertise			20
Human Resources Committee			21
Corporate Governance Committee			22
Corporate Governance Guidelines			22
Security Trading and Information Disclosure Policy			22
Code of Business Conduct and Ethics			22
Board Composition			22
Director Commitments			23
Director Selection Process			23
Executive Sessions and Evaluations			24
Board Evaluations			24
Communications with Directors			25


Complaint-Handling Procedures			25

DIRECTOR COMPENSATION			25
Director Compensation Process			25
Director Compensation Program Elements			26
Fiscal 2024 Director Compensation			27

EXECUTIVE COMPENSATION			29
Compensation Committee Report			29
Compensation Discussion and Analysis			30
Compensation Risk Analysis			41
Summary Compensation Table			42
Fiscal 202 4 Grants of Plan-Based Awards Table			44
Outstanding Equity Awards at 2024 Fiscal Year-End			45
Fiscal 202 4 Option Exercises and Stock Vested Table			47
Pension Benefits			47
Non-Qualified Deferred Compensation			49
Potential Payments Upon Termination or Change in Control			49
Pay Ratio Disclosure			54
Pay Versus Performance Disclosure			54
Policies and Practices Related to the Grant of Certain Equity Awards			59
INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			60
Audit Committee Report			60
Independent Registered Public Accounting Firm Fees			61
Audit Committee Pre-Approval Policies and Procedures			61

ITEM 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			62
Board Recommendation			62

EQUITY COMPENSATION PLAN INFORMATION			63

ITEM 3 : RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			64
Board Recommendation			64

DONALDSON COMPANY, INC.

1400 West 94th Street

Minneapolis, Minnesota 55431-2370


			PROXY STATEMENT Mailing Date: October 2, 2024

PROPOSALS YOU ARE ASKED TO VOTE ON

Item 1: Election of Directors

Three current directors, Christopher M. Hilger, James J. Owens, and Trudy A. Rautio are recommended for election to the Board of Directors at the Annual Meeting. Information on the director nominees is provided on pages 9-14. Directors are elected for a three-year term so that approximately one-third are elected at each Annual Meeting of Stockholders.

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

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

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

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

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

The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending July 31, 2025, and is requesting ratification by our stockholders.

The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2025.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive this Proxy Statement?

You received this Proxy Statement because the Board of Directors ("Board") of the Company is soliciting proxies for use at the Annual Meeting to be held on November 22, 2024, and you were a Donaldson stockholder as of the close of business on the record date of September 23, 2024. Only stockholders of record are entitled to vote at the Annual Meeting and the Board is soliciting your proxy to vote. We had 119,747,844 shares of common stock outstanding as of the close of business on the record date. Each share entitles its holder to one vote, and there is no cumulative voting.

This Proxy Statement summarizes the information you need to know to vote. We first mailed or otherwise made available to stockholders this Proxy Statement and form of proxy on or about October 2, 2024.

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 2024 Annual Report to Stockholders, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the internet. Such notice also instructs you as to how you may submit your proxy on the internet. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting such materials provided in the Notice of Internet Availability of Proxy Materials.

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

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

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

PLEASE VOTE ALL OF YOUR SHARES.

Who pays for the cost of proxy preparation and solicitation?

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

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

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

Proposal

Vote Required

Voting Options

Board Recommendation(1)

Broker Discretionary Voting Allowed(2)

Impact of Abstention

Item 1: Election of three directors

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

"FOR"
"WITHHOLD"

"FOR"

N/A

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

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

"FOR”
“AGAINST"
"ABSTAIN"

"FOR"

None

Item 3: Ratification of the appointment of our independent registered public accounting firm for the fiscal year ending July 31, 2025

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

"FOR"
"AGAINST"
"ABSTAIN"

"FOR"

Yes

"AGAINST"

______________

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

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

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

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

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

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

How do I vote my shares?

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

•PHONE - toll free 1-800-690-6903

•INTERNET - www.proxyvote.com

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

•ONLINE - during the virtual meeting at www.virtualshareholdermeeting.com/DCI2024

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

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

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

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

If you hold stock through Donaldson’s employee benefit plan, voting your proxy using one of the first three methods above also serves as confidential voting instructions to the plan trustee, Fidelity Management Trust Company (“Fidelity”). Fidelity also will vote the shares allocated to individual participant accounts for which it has not received instructions, as well as shares not so allocated, in the same proportion as the directed shares are voted. Fidelity will vote your employee benefit plan shares as directed by you provided that your proxy vote is RECEIVED BY NOVEMBER 21, 2024.

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

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

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

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

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

• Send written notice of revocation to our Secretary;

• Submit a properly signed proxy card with a later date;

• Vote by phone or internet at a time following your prior phone or internet vote; or

• Vote online during the virtual meeting as described above.

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

Who may attend the meeting?

All Donaldson stockholders of record as of the close of business on September 23, 2024, may attend.

How many shares must be present to conduct the meeting?

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

• Have properly voted your proxy by phone, internet, or mailing of the proxy card;

• Are present by attending the virtual meeting; or

• Hold your shares in a brokerage account in your broker's name (street name) and your broker uses its discretionary authority to vote your shares on Item 3.

How will voting on any other business be conducted?

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

Where do I find the voting results of the meeting?

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

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

If you wish to include a proposal in the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders, you must submit the proposal in writing so that it is received no later than June 4, 2025. 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 2024 Annual Meeting without having your proposal included in our proxy statement:

• You must notify the Secretary in writing between July 25 and August 24, 2025.

• 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.

In addition to satisfying the foregoing requirements, to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Board's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than September 23, 2025.

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 23, 2024.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
The Vanguard Group, Inc.	12,884,860(1)	10.7%
100 Vanguard Boulevard
Malvern, PA 19355

BlackRock, Inc.	10,954,890(2)	9.2%
50 Hudson Yards
New York, NY 10001

State Farm Mutual Automobile Insurance	9,600,103(3)	8.0%
One State Farm Plaza
Bloomington, IL 61710

_______________

(1) Based on information provided in a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, an investment advisor ("Vanguard"). Vanguard reported that it has sole voting power of 0 shares, shared voting power over 45,771 shares, sole dispositive power over 12,710,324 shares and shared dispositive power over 174,536 shares.

(2) Based on information provided in a Schedule 13G/A filed with the SEC on January 24, 2024 by BlackRock, Inc., a parent holding company ("BlackRock"). BlackRock reported that it has sole voting power over 10,963,000 shares, shared voting power over 0 shares, sole dispositive power over 10,954,890 shares and shared dispositive power over 0 shares.

(3) Based on information provided in a Schedule 13G/A jointly filed with the SEC on February 12, 2024 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 36,517 shares, shared voting power over 0 shares, sole dispositive power over 36,517 shares and shared dispositive power over 0 shares. State Farm Insurance Companies Employee Retirement Trust (“SF Retirement Trust”) reported that it has sole voting power over 3,425,153 shares, shared voting power over 0 shares, sole dispositive power over 3,425,153 shares and sole dispositive power over 0 shares. SFAIC is the parent company of multiple wholly owned insurance company subsidiaries, including SFLIC. SFAIC is also the parent company of SFIMC, which serves as transfer agent and investment adviser to a Delaware business trust that is a registered investment company. SFIAC also sponsors State Farm Insurance Companies Employee Retirement Trust, a qualified retirement plan, for the benefit of its employees. SFAIC has established an investment department that is directly or indirectly responsible for managing or overseeing the management of the investment and reinvestment of assets owned by each entity that has joined in filing the Schedule 13G. The investment department is responsible for voting proxies or overseeing the voting of proxies related to the issuers' shares held by one or more entities that joined in the filing. Each insurance company included in the filing and SFIMC have established an investment committee that oversees the activities in managing that firm’s assets and the trustees of the qualified plans perform a similar role in overseeing the investment of each plan’s assets. Each of the reporting persons expressly disclaims beneficial ownership as to all shares as to which such person has no right to receive the proceeds of sale of the shares and disclaims that it is part of a group.

The following table shows information regarding the beneficial ownership of the Company’s common stock, as of September 23, 2024, by each director, each director nominee, each of the Named Executive Officers (“NEOs” as identified on page 30) and all current executive officers (“Officers”), directors and director nominees as a group. The shares listed in the table as beneficially owned include (i) shares over which a person has sole or shared voting power, or sole or shared power to invest or dispose of the shares, whether or not a person has any economic interest in the shares; (ii) deferred stock units that have vested and been deferred, as to which the beneficial owner has no voting or investment power; and (iii) shares subject to restricted stock units ("RSUs") that vest within 60 days of September 23, 2024 and options exercisable within 60 days of September 23, 2024. 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)(4)	Percent of Common Stock	Deferred Stock Units Included in Total Amount Column (3)	RSUs and Exercisable Options Included in Total Amount Column
Employee Director and Named Executive Officers
Amy C. Becker	239,150	*	312	187,934
Tod E. Carpenter	1,617,145	1.3	—	1,337,968
Richard B. Lewis	181,704	*	10,830	153,335
Scott J. Robinson	249,165	*	—	209,268
Thomas R. Scalf	272,106	*	—	237,702
Non-Employee Directors
Pilar Cruz	43,053	*	4,316	30,168
Christopher M. Hilger	14,263	*	3,651	4,735
Douglas A. Milroy	40,665	*	1,543	29,068
Willard D. Oberton	87,737	*	16,029	60,968
Richard M. Olson	7,051	*	—	4,468
James J. Owens	91,542	*	8,006	74,968
Ajita G. Rajendra	83,244	*	20,693	42,268
Trudy A. Rautio	99,689	*	16,152	74,968
Jacinth C. Smiley	7,051	*	—	4,468
Current Directors and Officers as a Group (17)	3,355,509	2.7	87,336	2,709,557

_______________

*Indicates less than 1% of our outstanding common stock

(1) Includes all beneficially owned shares, including restricted shares, shares for non-employee directors held in trust, shares underlying the units listed under the Deferred Stock Units column and the shares underlying RSUs that vest, and options exercisable, within 60 days of September 23, 2024, 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, 8,308 shares; Mr. Carpenter, 10,807 shares; Mr. Lewis, 3,700 shares; Mr. Robinson, 1,131 shares; Mr. Scalf, 70 shares; and all Directors and Officers as a Group, 37,229 shares. Voting of shares held in the Employee Stock Ownership and Retirement Savings Plan trust is passed through to the participants. Also includes the following shares held in the Deferred Compensation and 401(k) Excess Plan trust: Ms. Becker, 1,539 shares; Mr. Carpenter, 11,628 shares; Mr. Lewis, 819 shares; Mr. Robinson, 1,064 shares; Mr. Scalf, 0 shares; and all current Directors and Officers as a Group, 15,459 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 Officers represent deferral of shares awarded under the Long-Term Compensation Plan under the 2010 and 2019 Master Stock Incentive Plans. The 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.

(4) Includes 10,053 shares held in trust of which Mr. Milroy and his spouse are the trustees and beneficiaries.

ITEM 1: ELECTION OF DIRECTORS

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

The directors with terms expiring at the 2024 Annual Meeting are Christopher M. Hilger, James J. Owens, and Trudy A. Rautio.

The Corporate Governance Committee and the Board reviewed and considered the qualifications and service of Christopher M. Hilger, James J. Owens, and Trudy A. Rautio and approved their nomination to stand for re-election to the Board.

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

Board Recommendation

The Board of Directors recommends that stockholders vote FOR the election of Christopher M. Hilger, James J. Owens, and Trudy A. Rautio for a three-year term expiring in 2027.

Information Regarding Directors

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

Directors with Terms Expiring in 2024


Christopher M. Hilger
Age: 59 Director Since: 2021 Committees: •Corporate Governance •Human Resources			Biography •Chairman, President and Chief Executive Officer of Securian Financial Group, Inc., an insurance company, since 2017 •Chief Executive Officer of Securian Financial from 2015 to 2017 •President of Securian Financial from 2012 to 2015 Qualifications Chris Hilger brings to the Board his management and financial experience as Chairman, President and CEO of Securian Financial. After Chris joined Securian Financial in 2004, he progressed into positions of greater responsibility in distribution development, mergers and acquisitions and strategic planning. Chris serves on the board of the Federal Reserve Bank of Minnesota, he co-chairs the St. Paul Downtown Alliance and he is a member of the executive committee of the Minnesota Business Partnership. Chris has a Bachelor's degree in Finance from Indiana University. Other U.S. Public Company Board Memberships (Current and Past Five Years) •None


James J. Owens
Age: 60 Director Since: 2013 Committee: •Audit			Biography •Retired President and Chief Executive Officer of H.B. Fuller Company, a leading global adhesives provider, in 2022 •President and Chief Executive Officer of H.B. Fuller Company, from 2010 to 2022 •Senior Vice President, Americas of H.B. Fuller Company in 2010 •Senior Vice President, North America of H.B. Fuller Company from 2008 to 2010 Qualifications Jim Owens brings to the Board his extensive experience and expertise in global manufacturing businesses. He spent 22 years with National Starch’s adhesives business, a division of ICI (Imperial Chemical Industries Limited), in a variety of positions, including serving as Corporate Vice President and General Manager and as Vice President and General Manager of the Europe/Middle East and Africa adhesives business. Jim provides global leadership insights as well as public company board experience. Jim has a Bachelor’s degree in Chemical Engineering from the University of Delaware and an M.B.A. degree from The Wharton School, University of Pennsylvania. Other U.S. Public Company Board Memberships (Current and Past Five Years) •H.B. Fuller Company

Directors with Terms Expiring in 2024 (continued)


Trudy A. Rautio
Age: 71 Director Since: 2015 Committees: •Audit - Chair •Corporate Governance			Biography •Retired from Carlson, a privately held global hospitality and travel company, in 2015 •President and Chief Executive Officer of Carlson from 2012 to 2015 •Executive Vice President and Chief Administrative Officer of Carlson from 2011 to 2012 •Executive Vice President and Chief Financial Officer of Carlson from 2005 to 2011 Qualifications Trudy Rautio brings to the Board her leadership experience in her position as the former President and Chief Executive Officer of Carlson. Prior to her appointment as CEO, Trudy served as Executive Vice President and Chief Financial and Administrative Officer and has valuable experience in various categories, including business, financial, and information technology operations. Trudy has knowledge and experience leading global businesses and operations. Trudy currently serves on the Securian Financial Group, Inc., board. Trudy is a graduate of Bemidji State University and has an M.B.A. from the University of St. Thomas. In addition, she is a Certified Public Accountant (unlicensed) and Certified Management Accountant. Other U.S. Public Company Board Memberships (Current and Past Five Years) •Merlin Entertainments (2015-2019)

Directors with Terms Expiring in 2025


Douglas A. Milroy
Age: 65 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) •None


Willard D. Oberton
Age: 66 Director Since: 2006 Lead Director Since: 2017 Committee: •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 from 1999 to 2021. Will also serves on the Board of Wincraft Inc., a privately held company. Will has a Marketing degree from St. Cloud Technical and Community College. Other U.S. Public Company Board Memberships (Current and Past Five Years) •Fastenal Company (2014-2021)

Directors with Terms Expiring in 2025 (continued)


Richard M. Olson
Age: 61 Director Since: 2022 Committees: •Corporate Governance •Human Resources			Biography •Chairman of Board of The Toro Company, a provider of outdoor maintenance and beautification products, since 2017 and President and Chief Executive Officer since 2016 •President and Chief Operating Officer of Toro from 2015 to 2016 •Group Vice President, International Business, Micro Irrigation Business and Distributor Development of Toro from 2014 to 2015 •Vice President, International Business of Toro from 2013 to 2014 Qualifications Rick Olson brings to the Board his expertise as a public company leader at The Toro Company where he serves as Chairman of the Board, President and Chief Executive Officer. Since joining Toro in 1986, Rick has served in various leadership, operations and engineering positions and provides valuable insight from his experience. Rick serves on the Board of The Toro Foundation and the Board of Advisors of the University of Minnesota Carlson School of Management. Rick has a Bachelor’s degree in Industrial Technology from Iowa State University and an MBA from the University of Minnesota – Carlson School of Management. Other U.S. Public Company Board Memberships (Current and Past Five Years) •The Toro Company


Jacinth C. Smiley
Age: 56 Director Since: 2022 Committee: •Audit			Biography •Executive Vice President and Chief Financial Officer of Hormel Foods Corporation, a global branded food company, since January 2022 •Group Vice President, Corporate Strategy of Hormel Foods from April 2021 to December 2021 •Vice President and Chief Accounting Officer of LyondellBasell Industries N.V., a plastics, chemicals and refining company, from 2018 to 2021 •Chief Financial Officer North America Region of General Electric Oil & Gas from 2014 to 2018 •Chief Financial Officer of General Electric Corporate, Licensing from 2012 to 2014 •Director of Financial Planning & Analysis of General Electric Capital, Equipment Finance from 2009 to 2012 Qualifications Jacinth Smiley brings to the Board her executive leadership and public company expertise. Jacinth has significant public company financial experience as the CFO at Hormel Foods and from various other senior finance and accounting roles. Jacinth provides the Board valuable insight with respect to her experience leading growth and investment strategies. Jacinth has a Bachelor’s degree in Accounting from the University of Connecticut. In addition, she is a Certified Public Accountant. Other U.S. Public Company Board Memberships (Current and Past Five Years) •None

Directors with Terms Expiring in 2026


Tod E. Carpenter
Age: 65 Director Since: 2014 Committee: •None			Biography •President and Chief Executive Officer of the Company since 2015 and Chairman since 2017 •Chief Operating Officer of the Company from 2014 to 2015 •Senior Vice President, Engine Products of the Company from 2011 to 2014 •Vice President, Europe and Middle East of the Company from 2008 to 2011 •Vice President, Global Industrial Filtration Systems of the Company from 2006 to 2008 Qualifications Tod Carpenter brings to the Board a wealth of general management and global leadership experience. Tod joined Donaldson in 1996. Since then, his roles have included driving strategic growth initiatives, launching innovative proprietary products, and strengthening relationships with the Company’s key global customers. Tod has a Bachelor’s Degree in Manufacturing Technology from Indiana State University and an M.B.A. from Long Beach State University. Tod serves on the Boards of Donaldson since 2014 and AMETEK, Inc. since 2019. Other U.S. Public Company Board Memberships (Current and Past Five Years) •AMETEK, Inc.


Pilar Cruz
Age: 53 Director Since: 2017 Committee: •Audit			Biography •Chief Sustainability Officer of Cargill, Incorporated, a provider of food, agriculture, financial and industrial products and services, since 2021 •President, Cargill Aqua Nutrition of Cargill from 2019 to 2021 •President, Cargill Feed and Nutrition of Cargill from 2017 to 2019 •Corporate Vice President, Corporate Strategy & Development of Cargill from 2015 to 2017 •Positions of increasing responsibility at Cargill Meats Central America and Cargill Meats Europe from 2011 to 2015 Qualifications Pilar Cruz brings to the Board her experience and expertise in corporate strategy, management and global leadership. Pilar has gained this valuable experience from her various leadership and management roles at Cargill. Her global experience provides the Board with valuable insight with respect to strategic, operational and management matters. Pilar serves on the board of World Food Program USA, a non-profit organization. Pilar has a Bachelor’s Degree in Economics from Universidad de Los Andes in Bogotá, Colombia and an M.B.A. from the Ross School of Business at the University of Michigan. Other U.S. Public Company Board Memberships (Current and Past Five Years) •None

Directors with Terms Expiring in 2026 (continued)


Ajita G. Rajendra
Age: 72 Director Since: 2010 Committee: •Human Resources - Chair			Biography •Retired from A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating equipment, in 2020 •Executive Chairman of A. O. Smith Corporation from 2018 to 2020 •President of A. O. Smith Corporation from 2011 to 2018, Chief Executive Officer from 2013 to 2018 and Chairman from 2014 to 2018 •Positions of increasing responsibility at A. O. Smith from 2005 to 2013, including Executive Vice President from 2006 to 2011 and Chief Operating Officer from 2011 to 2013 Qualifications Ajita Rajendra brings to the Board his public company leadership expertise and experience at A. O. Smith. Ajita has valuable manufacturing experience in various categories, including consumer durables, industrial products, and appliances. From his previous experience as the President of A. O. Smith Water Products Company, Ajita provides valuable insight to the Board on leading global businesses and negotiating acquisitions and joint ventures. Ajita is originally from Sri Lanka and received a Bachelor's degree in Chemical Engineering at the Indian Institute of Technology, Madras, India and an M.B.A. degree from Carnegie Mellon University. Other U.S. Public Company Board Memberships (Current and Past Five Years) •A. O. Smith Corporation •The Timken Company

Director Dashboard - Current Nominees and Continuing Directors

CORPORATE GOVERNANCE

Corporate Governance Highlights


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

Board Oversight and Director Independence

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

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

The Board has evaluated the transactions and relationships between each of our non-employee directors and the Company, including those companies where directors or nominees serve as an officer or served as an officer during a portion of fiscal 2024. All transactions and relationships were significantly below the thresholds described below and all involved only the ordinary course of business purchase and sale of goods and services at companies where directors serve as an officer. The table below describes the transactions and relationships the Board considered and, in each case, the amounts involved were less than the greater of $1 million or 2% of both our and the recipient’s annual revenues:


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

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

Policy and Procedures Regarding Transactions with Related Persons

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

Our Related Person Transaction Policy applies to transactions that involve a related person where we are a participant and the related person has a material direct or indirect interest and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year. Certain types of transactions have been evaluated and pre-approved by the Board under the policy including:

• Any transaction where the related person’s interest arises solely from being a stockholder and all stockholders receive the same benefit on a pro rata basis; and

• Any transaction with another company at which a related person’s only relationship is as an employee, director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of (i) $500,000 or (ii) 1% of that company’s or Donaldson’s total annual revenues.

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

Board Leadership Structure

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

Tod Carpenter serves as both Chairman of the Board and CEO. Since the position of Chairman is not held by an independent director, the Board appointed Willard Oberton, the Chair of the Corporate Governance Committee, to serve as Lead Director. The Board believes that execution of the Company's vision and strategy is currently best served by having a single leader, and that the current CEO is well positioned to serve both roles, complemented by independent Board leadership through the independent Lead Director and independent Board committees.

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

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

Risk Oversight by Board of Directors

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

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

The Board and Audit Committee, as part of its independent oversight of key risks facing the Company, oversees cyber risk, information security and technological risk. Management provides regular updates on our approach to cybersecurity, including management’s actions to identify, assess, mitigate, and remediate material cybersecurity risks. The Board and Audit Committee separately receive reports from management, including the Chief Information Officer, on the Company’s cybersecurity programs, risk management and risk profile, and the status of programs to strengthen the Company’s cybersecurity posture.


Board of Directors Oversees Major Risks
• Strategic and competitive • Financial • Brand and reputational • Legal and regulatory • Operational • Cybersecurity • CEO succession planning • Geopolitical
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 Officer compensation policies and practices •Non-employee 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 and central functions identify and manage business risks	•Central functions design risk framework (including setting boundaries and monitoring risk appetite)	•Internal audit provides independent assurances on design and effectiveness of internal controls and governance processes

Meetings and Committees of the Board of Directors

The table below shows the current Chairs and membership of the Board and its Committees, the independence status of each Board member and the number of Board and Board Committee meetings held during fiscal 2024.

Director

Board of Directors

Audit
Committee

Corporate Governance Committee

Human Resources Committee

Tod E. Carpenter*

Pilar Cruz

•

Christopher M. Hilger

•

Douglas A. Milroy

•

Willard D. Oberton

•

Richard M. Olson

•

James J. Owens

•

Ajita G. Rajendra

•

Trudy A. Rautio**

•

Jacinth C. Smiley**

•

Number of FY24 Meetings

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

Each director attended at least 75% of the aggregate of all meetings of the Board and its Committees on which they served during the year. It is our policy that directors are expected to attend our Annual Meeting. Last year, all individuals then serving as directors attended the Annual Meeting.

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 Governance - Governance Documents.


Audit Committee Responsibilities

•			Selects and evaluates the independent registered public accounting firm and oversees its work.

•			Pre-approves all auditing services and permitted non-audit services to be performed by the independent registered public accounting firm, including related fees.

•			Reviews with management and the independent registered public accounting firm our annual audited financial statements and recommends to the Board whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K.

•			Reviews with management and the independent registered public accounting firm our quarterly financial statements and the associated earnings news releases.

•			Reviews with management and the independent registered public accounting firm significant reporting issues and judgments relating to the preparation of our financial statements, including internal controls.

•			Reviews with management and the independent registered public accounting firm our critical accounting policies and practices and major issues regarding accounting principles.

•			Reviews the Company’s strategies, processes, and controls with respect to risk assessment and risk management, and discuss major financial and other business risk exposure and risks related to security (including cybersecurity), technology, privacy and data protection.

•			Reviews the appointment, performance, and replacement of the internal audit director, and reviews the CEO’s and CFO’s certification of internal controls and disclosure controls.

•			Reviews the Company’s compliance system, including programs and procedures for the receipt, retention, and treatment of complaints regarding accounting, internal controls, and auditing matters.

•			Reviews and discusses 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 Trudy A. Rautio and Jacinth C. Smiley as Audit Committee financial experts as defined by SEC regulations.


Human Resources Committee Responsibilities

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

•			Reviews and approves the Company's compensation plans for our Officers, as well as all equity-based plans based on delegation established by the Board.

•			Reviews and approves incentive compensation goals and performance measurements applicable to our Officers.

•			Reviews the Company’s compensation risk analysis.

•			Reviews and recommends that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement and Annual Report on Form 10-K.

•			Reviews and approves the compensation and benefit programs for non-employee directors.

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

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

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


Corporate Governance Committee Responsibilities

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

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

•			Reviews and recommends Committee structure including size, composition, and responsibilities of all Board Committees.

•			Reviews and recommends policies and procedures to enhance the effectiveness of the Board, including those in the Corporate Governance Guidelines.

•			Oversees the annual performance evaluation of the Board, its Committees, and management process.

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

Corporate Governance Guidelines

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

Security Trading and Information Disclosure Policy

We have adopted an insider trading policy that governs the purchase, sale and other disposition of the Company’s common stock by our directors, Officers and employees and certain of their family members and related parties, as well as transactions by the Company, that are reasonably designed to promote compliance with the insider trading laws, rules, and regulations, including applicable listing standards. The policy prohibits buying or selling the Company’s common stock while in possession of material non-public information about the Company and from disclosing (“tipping”) such information to others, except in limited circumstances described in the policy. The policy also prohibits trading and certain gift transactions during certain closed window period, subject to limited exceptions. The policy also prohibits trading on material non-public information learned through service to the Company regarding any other company.

The Company's insider trading policy also prohibits the Company’s directors, Officers and other employees and certain of their family members and related parties from short selling Company securities; engaging in transactions in puts, calls, or other derivative transactions relating to Company securities; holding Company securities in a margin account or pledging Company securities; and purchasing any financial instruments that are designed to hedge or offset any decrease in the market value of Company securities. The prohibitions apply to Company securities held directly or indirectly by the covered persons and their designees.

Code of Business Conduct and Ethics

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

Board Composition

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.

Director Commitments

Directors are encouraged to limit the number of other boards of directors on which they serve to ensure that, together with their other commitments, they maintain the ability to attend Board meetings and participate and serve as an effective director on our Board. Prior to joining another public company board of directors, directors must obtain approval of the Corporate Governance Committee. Our Corporate Governance Guidelines limit the number of public company boards a director may serve on to a total of five, provided that any director who is serving as an executive officer of a public company may not serve on more than two public company boards, in each case including our Board, and unless the Board approves an exception. In addition, prior to joining any other for-profit board, a director shall advise the Company's General Counsel and Chair of the Corporate Governance Committee and provide an opportunity for the Company to review the proposed directorship for any conflicts of interest or other governance or compliance considerations.

Director Selection Process

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


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

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

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

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

Stockholder Nominations and Recommendations of Director Candidates

Our Bylaws provide that if a stockholder proposes to nominate a candidate at the Annual Meeting, 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. Stockholders who wish to recommend a candidate for consideration should follow the same procedures.

The stockholder’s notice must set forth as to each nominee all information relating to the person whom the stockholder proposes to nominate that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

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

Executive Sessions and Evaluations

Our independent directors meet in executive session without management present at each Board meeting. Likewise, all Board Committees regularly meet in executive session without management.

Board Evaluations

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


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

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

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

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

Communications with Directors

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

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

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

Complaint-Handling Procedures

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

DIRECTOR COMPENSATION

Annual compensation for our non-employee directors is designed to attract and retain highly qualified leaders and to align with the long-term interests of our stockholders. Our non-employee director compensation is comprised of board retainers, committee chair retainers and equity awards as provided for under our Company’s Compensation Plan for Non-Employee Directors (the “Non-Employee Director Plan”).

Director Compensation Process

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

As an independent executive compensation consultant, Willis Towers Watson ("WTW") assists the HR Committee in the review of non-employee director compensation. For fiscal 2024, WTW conducted a market assessment based on Donaldson's peer group consisting of 20 companies.

For 2024, the market assessment indicated that our non-employee director compensation program was slightly below the market. Based on the analysis by WTW, the Board increased the annual board retainer from $75,000 to $90,000 effective April 2024, and increased the annual equity value from $150,000 to $170,000 effective January 2025.

Director Compensation Program Elements

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


Board Membership Compensation	Fiscal 2024	Fiscal 2023
Annual Board Retainer	$90,000 (1)	$75,000
Annual Equity Value	$150,000 (2)	$150,000
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	$30,000	$30,000

______________

(1) Annual board retainer increase effective April 2024.

(2) Annual equity value will increase to $170,000 effective January 2025.

Annual Board Retainer

The non-employee director annual retainer is paid on a quarterly basis. All non-employee directors receive retainer payments in cash unless a director elects, prior to the year the retainer is paid, to defer all or a portion into the Non-Employee Director Plan. Our non-employee director compensation is more heavily weighted toward equity than cash. As a result, we do not believe any portion of the annual retainer needs to be automatically deferred.

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

Annual Equity Awards

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

Stock Options

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

Restricted Stock Units

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

Deferred Compensation

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

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

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

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

Stock Ownership Requirement

Non-employee directors are subject to a stock ownership requirement that must be achieved within five years of their election as a director. As of the end of fiscal 2024, each non-employee director who had been a director for five years had met his or her ownership requirement. Under the requirement, non-employee directors are required to own shares of Company stock with a value of at least $450,000 which was increased from $400,000 in fiscal 2024. For purposes of meeting the requirement, all shares of Company stock owned by the non-employee director and any in-the-money vested (unexercised) stock options less the exercise cost count as shares owned.

Fiscal 2024 Director Compensation

The following table outlines the compensation earned by our non-employee directors for the fiscal year ended on July 31, 2024.


Name	Fees Earned or Paid in Cash (1) ($)	Stock Awards (2)(3) ($)	Option Awards (4) ($)	Total ($)
Pilar Cruz	41,250	119,019	75,933	236,202
Christopher M. Hilger	—	160,215	75,933	236,148
Douglas A. Milroy	82,500	77,748	75,933	236,181
Willard D. Oberton	112,500	92,790	75,933	281,223
Richard M. Olson	82,500	77,748	75,933	236,181
James J. Owens	—	160,215	75,933	236,148
Ajita G. Rajendra	97,500	77,748	75,933	251,181
Trudy A. Rautio	—	182,283	75,933	258,216
Jacinth C. Smiley	82,500	77,748	75,933	236,181

_____________

(1) This column shows the board retainer as well as any applicable committee retainer and/or chair retainer for fiscal 2024 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 2024 computed in accordance with FASB ASC Topic 718. The grant date fair value of deferred stock awards and RSUs is equal to the closing price of a share of the Company's common stock on the date of grant. The deferred stock awards are comprised of all or a portion of compensation that the directors elected to defer in stock. Also included here are the 1,200 RSUs granted as part of the annual equity grant. The following table specifies the number of deferred stock awards granted quarterly and RSU awards granted on January 2, 2024 along with the grant date fair value of each award based on the closing market price of the stock on the grant date.

(3) As of July 31, 2024, each of the non-employee directors had the following number of deferred stock awards and RSUs outstanding:


Name	Deferred Stock Awards	Outstanding RSUs
Pilar Cruz	4,300	1,209
Christopher M. Hilger	3,637	1,209
Douglas A. Milroy	1,537	1,209
Willard D. Oberton	15,969	1,209
Richard M. Olson	—	1,209
James J. Owens	7,976	1,209
Ajita G. Rajendra	20,615	1,209
Trudy A. Rautio	16,091	1,209
Jacinth C. Smiley	—	1,209

(4) This column shows the aggregate grant date fair value of the stock option award granted during fiscal 2024 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 2024 for our policy and assumptions made in the valuation of share-based payments. A stock option award of 3,700 options was granted to each non-employee director on January 2, 2024. The exercise price for these options was the closing market price of the stock on the grant date.

As of July 31, 2024, each of the non-employee directors had the following number of stock options outstanding:


Name	Exercisable	Unexercisable
Pilar Cruz	30,168	7,932
Christopher M. Hilger	4,735	8,065
Douglas A. Milroy	29,068	7,932
Willard D. Oberton	60,968	7,932
Richard M. Olson	4,468	7,932
James J. Owens	74,968	7,932
Ajita G. Rajendra	42,268	7,932
Trudy A. Rautio	74,968	7,932
Jacinth C. Smiley	4,468	7,932

EXECUTIVE COMPENSATION

Compensation Committee Report

The HR Committee of the Board, acting in its capacity as the compensation committee of the Company, has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the HR Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended July 31, 2024.

Submitted by the Human Resources Committee

Ajita G. Rajendra, Chair

Christopher M. Hilger

Douglas A. Milroy

Richard M. Olson

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 2024 to the following Named Executive Officers (“NEOs”) whose compensation is reported in the Summary Compensation Table on page 42:


Tod E. Carpenter, Chairman, President and Chief Executive Officer
Scott J. Robinson, Chief Financial Officer
Richard B. Lewis, President, Life Sciences (previously, President, Mobile Solutions for fiscal 2024)
Thomas R. Scalf, President, Enterprise Operations and Supply Chain
Amy C. Becker, Chief Legal Officer and Corporate Secretary

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

Executive Compensation Program Principles

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

•Aligning compensation to financial measures that balance both the Company’s annual and long-term financial results;

•Providing significant portions of total compensation in variable, performance-based programs to focus the attention of our Officers on driving and increasing stockholder value;

•Setting target total direct compensation based on an established proxy peer group (as recommended by an independent compensation consultant) and published market survey data;

•Establishing high stock ownership requirements for our Officers; and

•Providing competitive pay, which enables us to attract, retain, reward, and motivate top leadership talent by generally setting compensation elements around the median of the peer group data and size-adjusted general industry survey data.

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

Fiscal 2024 Performance Highlights

Fiscal 2024 was a record year for Donaldson Company – record sales, operating margin, and adjusted EPS. We surpassed $3.5 billion in sales, achieved adjusted operating margin of 15.4% and delivered adjusted EPS of $3.42, a 13% increase above prior year. Through mixed end-market conditions, the Donaldson team furthered our mission of Advancing Filtration for a Cleaner World by making progress on our strategic initiatives, including our 2030 ESG ambitions. We also continued our strategic investments including R&D of $94 million, a 17% increase over prior year, and net capital expenditures of $85 million for capacity and new products and technologies.

Our incentive programs for executives are tied to financial metrics based on Company performance. The following graphs summarize actual results versus the respective targets. Additional details, including pertinent adjustments, are provided beginning on page 35.

* Refer to the Annual Incentive section for more information on our financial results pertaining to incentive measures and applicable adjustments.

Fiscal 2024 sales results were below our target due to softening end-market conditions in Mobile Solutions and a slower than expected sales ramp up in Life Sciences. Fiscal 2024 earnings per share exceeded our target, driven by gross margin expansion and a lower-than-expected tax rate. We also had a favorable reduction in our Working Capital Days as we improved working capital efficiency.

We continue to deliver on our ongoing commitment to return cash to stockholders through dividends and share repurchases. Donaldson has paid a cash dividend every quarter for 68 years and increased the dividend every year for the past 28 years allowing us to maintain our position in the S&P High-Yield Dividend Aristocrats Index. To that end, in fiscal 2024, we paid $123 million in dividends, an increase from $114 million in fiscal 2023. In addition, we repurchased 2% of our shares outstanding for $163 million. In total, we returned approximately $286 million to stockholders during fiscal 2024.

2023 Say-on-Pay Results and Future Say-on-Pay Votes

A non-binding advisory vote regarding Say-on-Pay at the Company's 2023 annual stockholder meeting resulted in nearly 94% of shares cast in favor of our executive compensation. The HR Committee believes that this strong support by stockholders reinforces our executive compensation philosophy and the structure of our program, and confirms that it is in alignment with the long-term interests of our stockholders. Our Board has determined to provide our stockholders with an annual Say-on-Pay vote.

Benchmarking

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

Compensation Consultant

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

Competitive Market

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

Company Peer Group

For benchmarking purposes, the HR Committee established a list of peer companies (“Peer Group”) based on size and complexity comparable to Donaldson. Key considerations in establishing, reviewing and updating the Peer Group are:

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

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

At its July 2023 meeting, the HR Committee engaged WTW in a review and discussion of the Peer Group. No changes were made, and the Peer Group was used to benchmark fiscal 2024 compensation for our Officers. There were no changes to the Peer Group as approved by the HR Committee at its July 2024 meeting. Accordingly, the Peer Group below will be also used to benchmark fiscal 2025 compensation for our Officers.


			Peer Group