SECURITY OWNERSHIP

The following table sets forth information as to entities that have reported to the SEC or have otherwise advised the Company that they are a “beneficial owner,” as defined by the SEC’s rules and regulations, of more than 5% of the outstanding common stock of the Company based on the number of shares of common stock outstanding on September ~~20, 2017.~~21, 2020.



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

The Vanguard Group, Inc.	~~11,222,408~~12,752,418⁽²⁾⁽¹⁾			~~8.6~~10.08
100 Vanguard Boulevard
Malvern, PA 19355

BlackRock, Inc.			~~9,876,736~~11,453,320⁽³⁾⁽²⁾		~~7.6~~9.06
55 East 52^nd Street
New York, NY 10055

~~State Street Corporation~~	~~6,960,625~~⁽⁴⁾	~~5.4~~
~~State Street Financial Center~~
~~One Lincoln Street~~
~~Boston, MA 02111~~

~~_______________~~


~~(1)~~	Based on information provided in a Schedule 13G jointly filed with the SEC on January 23, 2017 by State Farm Mutual Automobile Insurance Company, an insurance company (“Auto Company”), and certain of its subsidiaries and affiliates. Auto Company reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 6,054,000 shares; State Farm Life Insurance Company, an insurance company (“SFLIC”), reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 609,600 shares; State Farm Investment Management Corp., an investment adviser and registered transfer agent (“SFIMC”), reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 1,044,530 shares;	11,133,283⁽³⁾	8.8
One State Farm Insurance Companies Employee Retirement Trust (“SF Retirement Trust”) reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 3,425,153 shares; and State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees (“SF Thrift Plan”) reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 1,238,873 shares. Auto Company is the parent company of multiple wholly owned insurance company subsidiaries, including SFLIC. Auto Company is also the parent company of SFIMC. SFIMC serves as transfer agent and investment adviser to three Delaware business trusts that are registered investment companies. Auto Company also sponsors SF Retirement Trust and SF Thrift Plan, two qualified retirement plans, for the benefit of its employees. Auto Company has established an investment department that is directly or indirectly responsible for managing or overseeing the management of the investment and reinvestment of assets owned by each entity that has joined in filing the Schedule 13G. The investment department is responsible for voting proxies or overseeing the voting of proxies related to the shares of each entity that joined in the filing. Each insurance company included in the filing and SFIMC have established an investment committee that oversees the activities in managing that firm’s assets and the trustees of the qualified plans perform a similar role in overseeing the investment of each plan’s assets. Each of the reporting persons expressly disclaims beneficial ownership as to all shares as to which such person has no right to receive the proceeds of sale of the shares and disclaims that it is part of a group.Plaza


~~(2)~~Bloomington, IL 61710			Based on information provided in a Schedule 13G/A filed with the SEC on February 9, 2017 by The Vanguard Group, Inc., an investment adviser (“Vanguard”). Vanguard reported that it has sole power to vote 76,026 shares, shared power to vote 14,230 shares, sole power to dispose of 11,138,348 shares and shared power to dispose of 84,060 shares. Each of Vanguard Fiduciary Trust Company (“Vanguard Trust”) and Vanguard Investments Australia, Ltd. (“Vanguard Investments”) are wholly owned subsidiaries of Vanguard. Vanguard Trust is the beneficial owner of 69,830 shares, as a result of its service as investment manager of collective trust accounts, and Vanguard Investments is the beneficial owner of 20,426 shares, as a result of its serving as investment manager of Australian investment offerings.


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


~~(4)~~	Based on information provided in a Schedule 13G filed with the SEC on February 9, 2017 by State Street Corporation, a parent holding company, together with certain of its direct or indirect subsidiaries (“State Street”). State Street reported that it had shared power to vote or direct the vote of and shared power to dispose or direct the disposition of 6,960,625 shares.

_______________

(1) Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group, Inc., an investment adviser (“Vanguard”). Vanguard reported that it has sole power to vote 73,392 shares, shared power to vote 17,537 shares, sole power to dispose of 12,678,082 shares and shared power to dispose of 74,381 shares. Each of Vanguard Fiduciary Trust Company (“Vanguard Trust”) and Vanguard Investments Australia, Ltd. (“Vanguard Investments”) are wholly owned subsidiaries of Vanguard. Vanguard Trust is the beneficial owner of 56,844 shares, as a result of its serving as investment manager of collective trust accounts, and Vanguard Investments is the beneficial owner of 34,085 shares, as a result of its serving as investment manager of Australian investment offerings.

(2) Based on information provided in a Schedule 13G/A filed with the SEC on February 5, 2020 by BlackRock, Inc., a parent holding company ("BlackRock"). BlackRock reported that it has sole power to vote or direct the vote of 10,985,344 shares and sole power to dispose of or direct the disposition of 11,453,320 shares.

(3) Based on information provided in a Schedule 13G jointly filed with the SEC on January 23, 2020 by State Farm Investment Management Corp., an investment adviser and registered transfer agent ("SFIMC"), and certain of its subsidiaries and affiliates. SFIMC reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 1,044,530 shares; State Farm Mutual Automobile Insurance Company, an insurance company ("Auto Company"), reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 6,054,000 shares; State Farm Life Insurance Company, an insurance company (“SFLIC”), reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 609,600 shares; State Farm Insurance Companies Employee Retirement Trust (“SF Retirement Trust”) reported that it has sole power to vote or direct the vote of and sole power to dispose of or direct the disposition of 3,425,153 shares. Auto Company is the parent company of multiple wholly owned insurance company subsidiaries, including SFLIC. Auto Company is also the parent company of SFIMC. SFIMC serves as transfer agent and investment adviser to a Delaware business trust that is a registered investment company. Auto Company also sponsors SF Retirement Trust, a qualified retirement plan, for the benefit of its employees. Auto Company has established an investment department that is directly or indirectly responsible for managing or overseeing the management of the investment and reinvestment of assets owned by each entity that has joined in filing the Schedule 13G. The investment department is responsible for voting proxies or overseeing the voting of proxies related to the issuers' shares held by one or more entities that joined in the filing. Each insurance company included in the filing and SFIMC have established an investment committee that oversees the activities in managing that firm’s assets and the trustees of the qualified plans perform a similar role in overseeing the investment of each plan’s assets. Each of the reporting persons expressly disclaims beneficial ownership as to all shares as to which such person has no right to receive the proceeds of sale of the shares and disclaims that it is part of a group.

The following table shows information regarding the beneficial ownership of the Company’s common stock, ~~beneficially owned,~~ as of September ~~6, 2017,~~21, 2020, by each director, ~~nominee for director,~~ each ~~of the~~ Named Executive Officers (“NEOs” as identified on page ~~24)~~27) and all current executive officers (“Officers”) and directors 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 options exercisable within 60 days of September ~~6, 2017.~~21, 2020. Except as otherwise indicated, the named beneficial owner has sole voting and investment power with respect to the shares held by such beneficial owner, and the shares are not subject to any pledge.


Name of Beneficial Owner	Total Amount and Nature of Beneficial Ownership of Common Stock (1)(2)(3)	Percent of Common Stock	Deferred Stock Units Included in Total Amount Column (3)	Exercisable Options Included in Total Amount Column	Name of Beneficial Owner	Total Amount and Nature of Beneficial Ownership of Common Stock (1)(2)(3)	Percent of Common Stock	Deferred Stock Units Included in Total Amount Column (3)	Exercisable Options Included in Total Amount Column
Employee Director and Named Executive Officers					Employee Director and Named Executive Officers
Amy C. Becker	66,045	*	0	43,334	Amy C. Becker	151,692	*	0	114,634
Tod E. Carpenter	360,735	*	0	279,767	Tod E. Carpenter	1,030,365	*	0	854,367
Scott J. Robinson	15,900	*	0	8,000	Scott J. Robinson	163,911	*	0	139,467
Thomas R. Scalf	63,369	*	0	49,667	Thomas R. Scalf	194,298	*	0	164,567
Jeffrey E. Spethmann	47,684	*	0	33834	Jeffrey E. Spethmann	160,505	*	0	135,567
Non-Employee Directors and Nominee
Non-Employee Directors					Non-Employee Directors
Andrew Cecere	32,357	*	0	30,567	Andrew Cecere	74,457	*	2,561	67,567
Pilar Cruz	0	*	0	0	Pilar Cruz	13,476	*	1,747	7,400
Michael J. Hoffman	126,248	*	0	98,967	Michael J. Hoffman	155,232	*	29,336	107,167
Douglas A. Milroy	5,701	*	0	4,367	Douglas A. Milroy	40,457	*	1,541	32,967
Jeffrey Noddle	212,806	*	0	113,367
Willard D. Oberton	112,714	*	0	98,967	Willard D. Oberton	113,538	*	14,271	92,767
James J. Owens	41,023	*	0	37,767	James J. Owens	83,196	*	4,102	74,767
Ajita G. Rajendra	84,637	*	0	70,167	Ajita G. Rajendra	131,154	*	19,458	107,167
Trudy A. Rautio	20,615	*	0	15,567	Trudy A. Rautio	66,791	*	9,895	52,567
John P. Wiehoff	143,907	*	0	98,967	John P. Wiehoff	149,187	*	51,691	92,767
Current Directors and Officers as a Group	1,421,464	*	0	1,052,140	Current Directors and Officers as a Group	2,810,175	2.18	134,512	2,273,673

Human Resources Committee

Responsibilities

Number of Meetings in Fiscal ~~2017: 4~~2020: 3

•

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

Directors who serve on the Committee:

Michael J. Hoffman, Chair
~~Jeffrey Noddle~~

Douglas A. Milroy

James J. Owens

Ajita G. Rajendra

•

Reviews and approves ~~executive~~the Company's compensation plans for our Officers, including incentive plan goals and measurements, as well as all equity-based ~~plans.~~plans based on delegation established by the Board.

•

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

•

Reviews the Company’s compensation risk analysis.

•

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

•

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

The Human Resources Committee has the authority to retain independent compensation consultants to assist in the analysis of our executive compensation program. The Committee has engaged Willis Towers Watson as an independent compensation consultant to doperform an annual benchmarking review of our executive compensation program and to be available for Committee meetings as needed. ~~In March 2017, the Committee engaged Willis Towers Watson as its independent executive compensation consultant.~~ In its capacity as a compensation consultant to the Committee, Willis Towers Watson reports directly to the Committee and the Committee ~~retains~~has sole authority to retain and terminate the consulting relationship. ~~Prior to March 2017, Mercer served in the capacity of an independent executive compensation consultant to the Committee.~~

~~The review of our executive compensation program for fiscal 2017 and for fiscal 2018 was completed by Mercer and Willis Towers Watson, respectively.~~ Below is a summary of different services provided and associated fees received by ~~Mercer and~~ Willis Towers ~~Watson.~~Watson in fiscal 2020.



Services		Fees
~~Mercer~~
~~Executive compensation support prior to March 2017~~	~~$49,716~~
~~Non-executive compensation survey and support~~	~~$41,855~~
~~Actuarial, pension and other benefits-related services~~ ⁽¹⁾	~~$292,090~~
~~Willis Towers Watson~~
Executive and Board compensation support ~~beginning March 2017~~	$~~45,135~~
~~Non-executive compensation survey~~	~~$19,782~~66,061
Benefits consulting and brokerage services		$~~127,368~~277,900

~~___________~~


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

All of the additional services not relating to executive and board compensation support performed by ~~Mercer and~~ Willis Towers Watson, along with their affiliated companies, were approved by management and performed at the direction of management in the ordinary course of business. In assessing the independence of ~~Mercer and~~ Willis Towers Watson, the Human Resources Committee considered the factors contained in the applicable SEC and NYSE rules, including the amount and nature of the additional consulting work provided to the Company ~~by both consulting firms. The Committee~~and concluded that no conflict of interest exists that would prevent ~~Mercer and~~ Willis Towers Watson from independently advising the Committee.

Corporate Governance Committee

Responsibilities

Number of Meetings in Fiscal ~~2017: 3~~2020: 2

•

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

Directors who serve on the Committee:

Willard D. Oberton, Chair
~~Michael J. Hoffman~~

James J. Owens

Ajita G. Rajendra

Trudy A. Rautio

•

Reviews and recommends the size and composition of the Board.

•

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

•

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

•

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

•

~~Reviews and recommends to the Board the compensation paid to the independent non-employee directors.~~

Corporate Governance Guidelines

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

Code of Business Conduct and Ethics

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

Board Composition and Qualifications

Our Corporate Governance Committee oversees the process for identifying and evaluating candidates for the ~~Board of Directors.~~Board. Directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Company’s stockholders. General and specific guidelines for director selection and qualification standards are detailed in the Corporate Governance Guidelines. The Committee will consider nominations from stockholders under these standards if the nominations are timely received as described in this Proxy Statement.

Director Selection Process

The Bylaws of the Company provide that the Board ~~of Directors~~ shall consist of not less than 3 nor more than 15 directors and that the number of directors may be changed from time to time by the affirmative vote of a majority of the directors. The Board ~~of Directors~~ has currently established the number of directors constituting the entire Board at 10. Vacancies and newly created directorships resulting from an increase in the number of directors may be filled by a majority of the directors then in office and the directors so chosen will hold office until the next election of the class for which such directors have been chosen and until their successors are elected and qualified. Directors are elected for a term of three years with positions staggered so that approximately one-third of the directors are elected at each Annual Meeting of Stockholders. Based on a recommendation from the Corporate Governance Committee, each year the Board will recommend a slate of directors to be presented for election at the Annual Meeting of Stockholders.The Corporate Governance Committee will consider candidates submitted by members of the Board, director search firms, executives, and our stockholders, and the Committee will review such candidates

in accordance with our Bylaws, Corporate Governance Guidelines, and applicable legal and regulatory requirements. The Committee’s process includes the consideration of the qualities listed in the Corporate

Governance Guidelines, including that directors should possess the highest personal and professional ethics, integrity, and values and be committed to representing the long-term interests of the Company’s stockholders. The Committee reviews and discusses director candidates on a regular basis at its Committee meetings. In identifying and recommending candidates for nomination by the Board as a director of Donaldson, the Committee will consider appropriate criteria, including current or recent experience as a Chairman of a Board, CEO or other senior management, business expertise, and diversity factors. Diversity is meant to be interpreted broadly. It includes race, gender, and national origin and also includes differences of professional experience, global experience, education, and other individual qualities and attributes. The Committee also will consider general criteria such as independence, ethical standards, a proven record of accomplishment, and the ability to provide valuable perspectives and meaningful oversight. Periodically, the Committee will work with one or more ~~nationally recognized~~ search firms to assist in identifying ~~strong~~qualified director candidates. Candidates recommended by stockholders are evaluated in accordance with the same criteria as other candidates and recommendations should be submitted by following the same procedures as required to formally nominate a candidate.

Our Bylaws provide that if a stockholder proposes to nominate a candidate at the Annual Meeting of Stockholders, the stockholder must give written notice of the nomination to our Secretary in compliance with the applicable deadline for submitting stockholder proposals for the applicable Annual Meeting. 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). No stockholders submitted director nominations in connection with this year’s 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. The Board and each Committee conducted an evaluation of its respective performance in fiscal ~~2017.~~2020.

Communications with Directors

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

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

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

Audit Committee ~~Expertise; Complaint-Handling Procedures~~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 John Wiehoff and Andrew Cecere as Audit Committee financial experts as defined by SEC regulations.

Complaint-Handling Procedures

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

DIRECTOR COMPENSATION

Annual compensation for our non-employee directors is designed to attract and retain highly qualified leaders and to ~~provide equity-based compensation that aligns director compensation~~align with the long-term interests of our stockholders. ~~Annual compensation for~~Our non-employee director compensation is comprised of board retainers, committee fees, and ~~committee retainers and a stock option grant.~~equity awards as defined under the Company's Compensation Plan for Non-Employee Directors ("Non-Employee Director Plan"). Additionally, our non-employee directors are subject to a stock ownership requirement ~~which requires them to own shares~~ equal to ~~five times their annual retainer~~$400,000 and the ownership requirement must be achieved within five years of their election as a director. As of the end of fiscal ~~2017,~~2020, each non-employee director who had been a director for five years had met his or her ownership requirement.

Director Compensation Process

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

As an independent executive compensation consultant, Willis Towers Watson ~~was engaged to~~assisted the Human Resources Committee in the review ~~our~~of fiscal 2020 non-employee director ~~compensation program during fiscal 2017.~~

~~Willis Towers Watson's review consisted of an~~compensation. The analysis ofwas based on competitive market data from an established peer group of companies that was used for the executive compensation review for fiscal ~~2017~~2020 (see the ~~Compensation Process~~Benchmarking section of the Compensation Discussion and Analysis for additional ~~details)~~details on our peer group).

Overall, the review indicated that our non-employee director compensation program is ~~aligned with~~competitive to market ~~trends. Cash compensation is below the median of the peer group~~ and ~~equity compensation is above the median of the peer group. The review also concluded that modest~~no adjustments ~~should be~~were made to ~~certain of~~ the annual committee retainers to better align with market data, which changes will be effective on January 1, 2018 and are discussed below. As part of the review, the Corporate Governance Committee also determined to distribute the value of future equity compensation in the form of stock options and restricted stock, as described in more detail below.existing program.

Director Compensation Program Elements

The non-employee director compensation program is ~~made up~~comprised of annual retainers, annual equity awards, committee member retainers, and ~~an annual stock option grant. The following are key characteristics of each compensation element.~~committee chair premiums as highlighted below:


Board Membership Compensation			Fiscal 2020
Annual Board Retainer			$58,000
Annual Equity Value			$140,000
Annual Committee Member Retainers
Audit Committee Member			$12,000
Human Resources Committee Member			$5,000
Corporate Governance Committee Member			$5,000
Annual Committee Chair Premiums ⁽¹⁾
Audit Committee Chair			$10,000
Human Resources Committee Chair			$10,000
Corporate Governance Committee Chair			$10,000
Lead Director Annual Retainer			$25,000

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

(1) Annual Committee Chair Premium is incremental to the Annual Committee Member Retainers.

Annual Board Retainer

Non-employee directors receive an annual retainer of $53,000, of which $15,000 is automatically remitted to a deferred stock account. The number of shares of stock deferred is equal to the $15,000 remittance divided by the most recent closing stock price, which is typically the last day prior to January 1st that ~~the NYSE is open for trading. The remainder of the annual retainer payment~~ is typically processed on the first business day following January 1^st ~~and~~when the NYSE is ~~paid~~open for trading. Effective January 2020, no portion of the annual retainer was automatically remitted to a deferred stock account. All directors receive retainer payments in cash unless ~~the~~a director elects, prior to the year the retainer is paid, to defer all or a portion into the Non-Employee Director Plan. Effective January 1, 2021, annual retainers will be paid quarterly. Our non-employee director compensation has a higher pay mix in equity versus cash. As a result, we do not believe any portion of the ~~remaining~~annual retainer ~~into the Donaldson Company, Inc. Compensation Plan for Non-Employee Directors.~~needs to be automatically deferred.

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

~~Stock Options~~Annual Equity Awards

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

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

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

~~Effective for~~ Stock Options

A stock option award represents 50% of each non-employee ~~director compensation issued on and after January 1, 2018, directors will receive the $140,000 value of~~director’s total annual equity ~~awards in the form~~value. The number of stock options is calculated using the Black Scholes methodology. Each stock option award has a ten-year term and vests over a three-year period in one-third increments beginning on the first anniversary of the grant date.

Restricted Stock Units

A restricted stock unit ("RSU") award represents 50% of each non-employee director’s total annual equity value. The number of RSUs is determined based on the award value divided by the closing stock price on the date of grant. Directors receive dividend equivalent units with the value of equity divided equally between both forms of awards. The stock options will have the same terms as the stock options granted currently, and the restricted stock will have a one-year vesting period.

~~Additional Annual Retainers~~

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

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

~~___________~~


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

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

Deferred Compensation

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

~~In cash on a current basis;~~

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

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

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

The amounts ~~deferred into~~in a deferred stock account will be credited with any quarterly dividends paid onin the Company’s common stock. The Company contributes shares in an amount equal to the deferred stock accounts to a trust and a director is entitled to direct the trustee to vote all shares allocated to the director’s account. The common stock will be distributed to each director following retirement from our Board pursuant to the director’s deferral payment election. The trust assets remain subject to the claims of the Company’s creditors and ~~become irrevocable~~are governed by the terms and conditions outlined in the ~~event of a “Change in Control” as defined under the 1991 Master Stock Compensation Plan, the 2001 Master Stock Incentive Plan, and the 2010 Master Stock Incentive Plan.~~trust agreement.

Fiscal ~~2017~~2020 Director Compensation

The ~~fiscal 2017~~following table outlines the compensation ~~for~~earned by our non-employee directors for the fiscal year ended on July 31, 2020.


Name	Fees Earned or Paid in Cash ⁽¹⁾($)	Stock Awards ⁽²⁾⁽³⁾ ($)	Option Awards ⁽⁴⁾ ($)	Total ($)
Andrew Cecere	70,000	69,576	69,743	209,319
Pilar Cruz	46,600	93,000	69,743	209,343
Michael J. Hoffman	73,000	69,576	69,743	212,319
Douglas A. Milroy	75,000	69,576	69,743	214,319
Willard D. Oberton	78,000	89,579	69,743	237,322
James J. Owens	68,000	69,576	69,743	207,319
Ajita G. Rajendra	—	137,587	69,743	207,330
Trudy A. Rautio	—	144,602	69,743	214,345
John P. Wiehoff	—	149,588	69,743	219,331

(1)This column shows the portion of the annual retainer for Committee Chairs and members of a Board Committee for fiscal 2020 that each director has elected to receive in cash. Each director had the option to elect this amount in cash, deferred cash, or a deferred stock award.

(2)This column represents the aggregate grant date fair value of deferred stock awards and RSUs granted during fiscal 2020 computed in accordance with FASB ASC Topic 718. The grant date fair value of deferred stock awards and RSUs is ~~shown~~equal to the closing price of a share of the Company's common stock on the date of grant. The deferred stock awards are comprised of all or a portion of compensation that the directors elected to defer in stock. Also included here are the 1,200 RSUs as part of the annual equity grant. The following table specifies the number of deferred stock awards and RSU awards granted on January 2, 2020 along with the grant date fair value of each award based on the closing market price of the stock on the grant date.


Name	Deferred Stock Awards (#)	Restricted Stock Units (#)	Grant Date Fair Value ($)
Andrew Cecere	—	1,200	57.98
Pilar Cruz	404	1,200	57.98
Michael J. Hoffman	—	1,200	57.98
Douglas A. Milroy	—	1,200	57.98
Willard D. Oberton	345	1,200	57.98
James J. Owens	—	1,200	57.98
Ajita G. Rajendra	1,173	1,200	57.98
Trudy A. Rautio	1,294	1,200	57.98
John P. Wiehoff	1,380	1,200	57.98

(3)As of July 31, 2020, each of the non-employee directors had the following ~~table.~~deferred stock awards and 1,211 RSUs outstanding:

Name
Fees Earned or Paid in Cash ⁽¹⁾($)
Stock
Awards ⁽²⁾⁽³⁾
($)
Option
Awards ⁽⁴⁾
($)
Total
($)
Andrew Cecere 50,000 14,980 140,307 205,287
Michael J. Hoffman 55,000 14,980 140,307 210,287
Douglas A. Milroy 50,000 14,980 140,307 205,287
Jeffrey Noddle 155,000 14,980 140,307 310,287
Willard D. Oberton 53,000 14,980 140,307 208,287
James J. Owens 43,000 14,980 140,307 198,287
Ajita G. Rajendra - 68,001 140,307 208,308
Trudy A. Rautio - 66,991 140,307 207,298
John P. Wiehoff - 74,987 140,307 215,294

~~___________~~


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

~~(2)~~

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

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


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



Name		Deferred Stock Awards (#)
Andrew Cecere		~~1,783~~2,550
Pilar Cruz		1,740
Michael J. Hoffman		~~27,177~~29,214
Douglas A. Milroy		~~731~~
~~Jeffrey Noddle~~1,445	~~49,921~~
Willard D. Oberton		~~11,702~~14,212
James J. Owens		~~3,244~~4,085
Ajita G. Rajendra		~~14,216~~19,377
Trudy A. Rautio		~~5,029~~9,854
John P. Wiehoff		~~44,371~~51,476

(4)This column shows the aggregate grant date fair value of the stock option award granted during fiscal 2020 to our non-employee directors computed in accordance with FASB ASC Topic 718.Refer to Note 10 of the Consolidated Financial Statements in our

~~(4)~~

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

Annual Report on Form 10-K for fiscal 2020 for our policy and assumptions made in the valuation of share-based payments. A stock option award of 5,600 options was granted to each non-employee director on January 2, 2020, the grant date as defined in the Non-Employee Director Plan. The exercise price for these options was the closing market price of the stock on the grant date.

As of July 31, ~~2017,~~2020, each of the non-employee directors had the following number of ~~shares of~~ stock options outstanding:


Name	Exercisable	Unexercisable
Andrew Cecere	67,567	12,333
Pilar Cruz	7,400	12,700
Michael J. Hoffman	107,167	12,333
Douglas A. Milroy	32,967	12,333
Willard D. Oberton	92,767	12,333
James J. Owens	74,767	12,333
Ajita G. Rajendra	107,167	12,333
Trudy A. Rautio	52,567	12,333
John P. Wiehoff	92,767	12,333

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

EXECUTIVE COMPENSATION

Compensation Committee Report

The Human Resources Committee (“HR Committee”) of the Board, ~~of Directors of Donaldson,~~ acting in its capacity as the Compensation Committee of the Company, has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on such review and discussions, the HR Committee recommended to the Board ~~of Directors~~ that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2017.~~2020.

Submitted by the Human Resources Committee

Michael J. Hoffman, Chair

~~Jeffrey Noddle~~Douglas A. Milroy

James J. Owens

Ajita G. Rajendra

Compensation Discussion and Analysis

Summary

The Compensation Discussion and Analysis provides information on the Company’s executive compensation program and key elements of compensation awarded for fiscal ~~2017~~2020 to the following Named Executive Officers (“NEOs”) whose compensation is reported in the Summary Compensation Table onpage ~~36:~~

38:



Tod E. Carpenter, Chairman, President and Chief Executive Officer (“CEO”)
Scott J. Robinson, Senior Vice President and Chief Financial Officer (“CFO”)
Thomas R. Scalf, Senior Vice President, Engine Products
Jeffrey E. Spethmann, Senior Vice President, Industrial Products
Amy C. Becker, Vice President, General Counsel and 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 executive officers ("Officers"). Our executive compensation program is designed to support the Company's objective of creating long-term value through increasingly strong total return to stockholders. The key principles of the executive compensation strategy include:

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

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

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

•Establishing high stock ownership requirements for our Officers

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

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

Fiscal ~~2017 Financial~~2020 Performance Highlights

We made further progress on our strategic and ~~Performance-based Compensation Implications~~

~~Our performance~~operational priorities in fiscal ~~2017 benefited from strong execution~~2020, despite significant economic headwinds in the second half of ~~our strategic priorities and was complemented by a recovery in several Engine-related end markets, resulting in higher-than-expected sales and profit performance. We entered~~ the year ~~with~~related to the COVID-19 pandemic. Our team showed incredible resilience, flexibility and agility as we navigated the complexities created by the pandemic and remained focused on those things under our control: expanding into new and strategically important markets, implementing optimization initiatives to increase gross margin, managing expenses and maintaining a ~~cautious plan as customer forecasts and third-party data suggested that end marketswould remain under pressure. By~~strong financial position. These actions mitigated the ~~end~~impact of the ~~second quarter,~~pandemic on our key financial metrics; however, fiscal 2020 results were below the targets we were seeing momentum in sales of engine replacement parts and production of off-road equipment, which carried through the year and contributed meaningfully to our stronger-than-expected sales performance and year-over-year improvement. At the same time, several of our industrial markets were facing continued pressure. While we remained in a mixed operating environment and dealt with unexpected costs, including higher variable compensation and the charges associated with meeting stronger-than-expected demand, we grew our operating margin and adhered to our capital deployment priorities. Our fiscal 2017 operating margin increased 1.6 percentage points to 13.9% from 12.3% in the prior year, which included a negative impact of approximately 0.9 percentage points from one-time charges. Additionally, we invested $63.5 million of capital into our business and returned $232.8 million to our stockholders through share repurchase and dividends.

~~Incentive programs~~established for our ~~NEOs are designed to link directly to our Company performance based on key financial metrics.~~Officers’ incentive programs. The ~~target for each measure reflects the fiscal 2017 financial plan that was approved by the Company's Board. The table~~ below ~~illustrates~~graphs summarize the actual ~~performance, excluding acquisitions completed during~~results versus the ~~fiscal year,~~respective targets. Additional details, including pertinent adjustments, are provided beginning on page 31.

* Our targets for ~~each of the key financial metrics.~~

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

~~Our EPS,~~ net sales, EPS and ROI were ~~above~~established as a range with the target performance, which resulted in above-target annual cash incentive payouts. The payouts to our NEOs ranged from 147% to 173% of target and varied based on the specific performance measures and weightings for each NEO.midpoints reflected above.

** Refer to the Annual ~~Cash~~ Incentive section for more ~~details.~~information.

~~Payouts under~~A notable portion of the ~~Long-Term Compensation Plan, one component~~variance between our actual and target performance across key financial metrics are attributed to the COVID-19 pandemic. Sales performance in the second half of fiscal 2020, which includes the periods affected by COVID-19, were significantly below the prior year and financial target. Our new equipment and first-fit businesses experienced the most pressure as production slowed or halted at many of our customers’ facilities. As expected, our diverse business model moderated the pace of sales decline, with replacement parts and strategically important businesses in new markets performing better than the Company average. Further, we mitigated the impact from lower sales on our earnings and return metrics with improvement in gross margin, due in part to our profit-improvement initiatives, combined with disciplined control of operating expenses. We ended the year in a strong financial position with our net-debt-to-EBITDA (earnings before interest, taxes, depreciation, and amortization) leverage ratio in line with our long-term ~~incentives, are based~~target.

During fiscal 2020, we continued to advance our strategic growth priorities by expanding our technologies and solutions and extending our market access. For example, we invested in people and tools to gain share in China and highly technical markets related to food and beverage and venting solutions. We launched a new connected solution offering in our dust collection business and expanded our business related to digital sensors and indicators for filters on diesel engines. Fiscal 2020 was the ~~Company’s achievement of ROI and net sales growth objectives over~~last in a three-year ~~performance cycle. For~~period of elevated capital expenditures related to capacity expansion, manufacturing and supply chain optimization, IT enhancements and a new Material Research Center for Research and Development. We believe the ~~performance cycle beginning August 1, 2014~~progress we made on our strategic initiatives in fiscal 2020 positions us well for executing our plans to drive long-term profitable growth.

In addition to investing for future growth, we maintained our commitment to returning cash to shareholders through dividends and ended July 31, 2017, our average net sales decreased by 1.4%; therefore net sales growth was below the minimum threshold. Our average ROI over that period was 18.0%, which therefore was slightly below target. The payouts to our NEOsshare repurchases. We paid dividends of approximately 106 million during fiscal 2020, an increase from approximately $100 million in fiscal 2019. We have paid a quarterly dividend for ~~the cycle ended July 31, 2017 ranged from 13% to 21% of target. For~~ more ~~details refer~~than 65 years and we were added to the ~~Long-Term Incentives section.~~S&P High-Yield Dividend Aristocrat Index in January 2016 after 20 years of consecutive annual increases. We also invested $94 million to repurchase 1.6 percent of outstanding shares in fiscal 2020. In total, we returned approximately $200 million to shareholders during fiscal 2020.

~~2014~~

We are guided by our Company purpose of Advancing Filtration for a Cleaner World, which continues to support our commitment to delivering strong returns and creating value for our stockholders.

2019 Say-on-Pay Results and Future Say-on-Pay Votes

~~At our 2011 Annual Meeting, our stockholders voted to hold the~~A non-binding advisory vote onregarding Say-on-Pay at the ~~compensation for our NEOs every three years. Therefore, at our 2014 Annual Meeting, our stockholders had the opportunity to provide this advisory vote on the compensation for our NEOs. 91%~~Company's 2019 annual stockholder meeting resulted in 97% of ~~the votes~~shares cast ~~by our stockholders voted~~ in favor of our executive compensation ~~proposal.~~for the NEOs. The HR Committee believes that this strong support by stockholders reinforces our ~~overall approach to the~~ executive compensation philosophy and the structure of our program, and confirms that it is in alignment with the long-term interests of our stockholders.

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

~~Conclusion~~Benchmarking

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

~~Compensation Process~~

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

Compensation Consultant

The HR Committee has the authority to retain an independent compensation ~~consultants~~consultant to assist in the analysis of our executive compensation program. The HR Committee is also assisted in performing its duties by our Human Resources Department and seeks input from the CEO on compensation recommendations for ~~other Officers. Effective March 2017,~~ the CEO's direct reports. The HR Committee engaged Willis Towers Watson as its executive compensation consultant to advise the HR Committee on matters related to executive compensation for our Officers. ~~Prior to this date, the Committee retained Mercer as its independent executive compensation consultant.~~

Willis Towers Watson disclosed to the HR Committee other services it provides to the Company, including being engaged by management as the Company’s benefits broker since 2015 (breakout of services provided by Willis Towers Watson is included on page ~~17.~~19). In assessing the independence of Willis Towers Watson, the HR Committee considered the factors contained in the applicable SEC and NYSE rules, including the amount and nature of the additional consulting work provided to the Company, and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the HR Committee.

Competitive Market

The HR Committee ~~periodically requests that its independent executive compensation consultant conduct~~considers a ~~peer group comparison to assist with ensuring that our compensation practices are generally in alignment with leading practices. A~~ competitive market assessment ~~by the independent~~when establishing executive compensation ~~consultant typically includes~~programs. The annual review entails an evaluation of pay practices and ~~benchmark~~benchmarking of base salary, target annual and long-term incentives, and target total direct compensation for our Officers. The market study conducted by Willis Towers Watson included competitive market 25^th, 50^th and 75^thpercentile data for all Officers. Willis Towers Watson reviewed fiscal 2020 Officer compensation recommendations made by management and participated in discussions at the July and September 2019 HR Committee meetings regarding those recommendations.

The ~~original peer group was established~~onset of the COVID-19 global pandemic has impacted many businesses across different industries. Given the uncertainty of the economic environment and our continuous commitment to proactively manage operating expenses, total direct compensation for all Officers of the Company will remain unchanged for the foreseeable future and may be reevaluated later in fiscal ~~2010 and has been reviewed by~~2021 based on business conditions.

Company Peer Group

For benchmarking purposes, the HR Committee ~~periodically. This peer group was intended to be representative of the market in which the Company competes for executive talent and consists of the following companies. Below is~~established a list of ~~our~~peer companies (“Peer Group”) based on size and complexity comparable to Donaldson. The Peer Group was reviewed and updated in January 2018 following the process outlined below:

•Identified potential peer companies by assessing Donaldson’s current peer group, companies naming Donaldson as a peer, and ISS and Glass Lewis selected peers; and

•Conducted an analysis that focused on our size and complexity. The list of peer companies was further refined based on an analysis of the peers of our peers, revenue comparisons, industry considerations and other scope criteria such as global footprint.

The current Peer Group was used ~~by Mercer for benchmarking, as part of setting~~to benchmark fiscal ~~2017~~2020 compensation for our Officers. ~~We will partner with Willis Towers Watson to review the peer group in fiscal 2018.~~



~~Actuant~~Peer Group
A. O. Smith Corporation			~~H.B. Fuller Company~~		~~Regal-Beloit Corporation~~Lincoln Electric Holdings, Inc.
AMETEK, Inc.			~~Hubbell Inc.~~		~~Rexnord Corporation~~Modine Manufacturing Co.
Briggs & Stratton Corporation			~~IDEX~~Nordson Corporation		~~Roper Industries~~
~~CLARCOR~~Colfax Corporation			Polaris Inc.⁽¹⁾
Crane Company			~~ITT~~Regal-Beloit Corporation
Enerpac Tool Group Corp. (formerly Actuant Corporation)			Rexnord Corporation
Flowserve Corporation			Snap-On Inc.
~~Colfax Corp.~~Graco Inc.			~~Kennametal~~SPX Corporation
Hubbell Inc.			The Timken Company
~~Crane Company~~IDEX Corporation			~~Modine Manufacturing Co.~~		The Toro Company
~~Flowserve Corporation~~			~~Nordson Corporation~~	~~Valspar Corporation~~ ⁽¹⁾
~~Graco~~	~~Polaris Industries,~~ITT Inc.	Watts Water Technologies, Inc.
Kennametal Inc.			Woodward, Inc.

~~_______________~~


~~(1)~~	~~CLARCOR Inc. and Valspar Corporation were acquired in calendar 2017 and are no longer part of our peer group.~~

Executive compensation information for the Peer Group is limited to individuals identified in those company filings whose positions may or may not correspond to the roles held by, and responsibilities of, our Officers. Therefore, our Peer Group information is not the only source of data the HR Committee utilizes to determine compensation for our Officers. The HR Committee also uses survey data provided by Willis Towers Watson for positions where Peer Group compensation information is insufficient.

Executive Compensation Program Elements

The primary elements of our executive compensation program consist of base salary, annual cash incentive, long-term incentives, and benefits.

The HR Committee believes each compensation element is supported by the principles described in the Executive Compensation Program Principles section. The following table provides a high-level overview of each element:

Element

Description

Purpose

Fixed

Pay

Base Salary

A fixed amount of compensation, paid in cash.

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

Benefits

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

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

Perquisites

Executive physical assessment.

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

Performance-Based Pay ~~at Risk~~

Annual Cash Incentive

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

Rewards Officers for their contributions toward the Company’s and business units' achievement of specific goals. This element focuses attention on the Company’s actual financial performance and represents approximately one-fifth to one-third of the performance-based variable component of total compensation.

Stock Options

(Long-Term Incentives)

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

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

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

Long-Term Compensation Plan (Long-Term Incentives)

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

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

Aligns a significant portion of each Officer's compensation to deliver long-term financial goals, encourages focus on long-term Company and business unit performance, and promotes retention.

Restricted Stock

(Long-Term Incentives)

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

The HR Committee may grant a ~~restricted stock~~RSU award as part of the hiring of a new Officer, in recognition of a significant change in roles and responsibilities for an Officer, or as a retention vehicle for a current Officer.

Awards generally ~~cliff~~ vest ~~100% on the fifth anniversary of the grant date.~~

over three years in one-third increments.

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

Compensation Mix at Target

It is a key principle of our executive compensation program that a significant portion of an Officer’s compensation is performance-based, and the performance-based compensation is proportionally increased based on position level in the Company. Our performance-based awards consist of the annual cash incentive and long-term incentives. ~~The following~~Below is the compensation mix at target awarded by the HR Committee for fiscal ~~2017:~~2020:

The Company’s financial results directly drive the actual total direct compensation paid to our NEOs. Based on fiscal ~~2017 Company's~~2020 Company performance, actual total direct compensation earned for ~~fiscal 2017~~the year was ~~above~~below the target levels established for our NEOs. ~~The following table shows a direct correlation between our NEOs' compensation and Company's performance with above target level results in the fiscal 2017 and below target level in fiscal 2016:~~


	Fiscal 2017		Fiscal 2016			Fiscal 2020 Total Direct Compensation (TDC)					Fiscal 2020 Performance-Based Incentive Plan Payout Achievement
Name	Target Total Direct Compensation ⁽¹⁾ ($)	Actual Total Direct Compensation⁽²⁾ ($)	Target Total Direct Compensation ⁽³⁾ ($)	Actual Total Direct Compensation⁽⁴⁾ ($)	Name	Target TDC ⁽¹⁾ ($)	Actual TDC ⁽²⁾ ($)	Actual as % of Target TDC	Annual Incentive Plan ⁽³⁾	Long-Term Compensation Plan ⁽⁴⁾
Tod E. Carpenter	4,126,425	4,266,457	2,904,051	2,069,072	Tod E. Carpenter	5,834,039	5,305,087	91%	23%	111.2%
Scott J. Robinson ⁽⁵⁾	1,089,852	1,255,765	544,624	444,539
Scott J. Robinson					Scott J. Robinson	1,827,030	1,626,143	89%	23%	111.2%
Thomas R. Scalf	1,235,425	1,229,768	847,628	646,539	Thomas R. Scalf	1,458,475	1,333,266	91%	35%	111.2%
Jeffrey E. Spethmann ⁽⁵⁾	856,037	960,748	648,645	502,806
Amy C. Becker ⁽⁵⁾	868,254	874,452	609,067	471,157
Jeffrey E. Spethmann					Jeffrey E. Spethmann	1,432,892	1,277,654	89%	23%	111.2%
Amy C. Becker					Amy C. Becker	1,180,862	1,050,864	89%	23%	111.2%

_______________


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


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


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


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


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

(1)Target TDC consists of base salary, target annual cash incentive for fiscal 2020, grant date fair value for the LTCP award for the three-year period ended July 31, 2020, and the grant date fair value of the annual stock option award for fiscal 2020.

(2)Actual TDC consists of earned base salary, annual cash incentive earned for fiscal 2020, LTCP award payout value (based on July 31, 2020 closing stock price) for the three-year period ended July 31, 2020, and the grant date fair value of the annual stock option award for fiscal 2020.

(3) Below target payout based on financial performance for fiscal 2020. Refer to our Annual Incentive section for additional information.

(4)Above target payout based on financial performance for fiscal 2018-2020. Refer to the Long-Term Incentives section for additional information.

Base Salary

The HR Committee reviews ~~the~~ Officers’ base salaries annually and may adjust them based on market competitiveness and individual performance. The following table outlines fiscal ~~2017~~2020 base salary increases for our NEOs as approved by the HR Committee based on a market analysis completed by ~~Mercer.~~Willis Towers Watson.


Name	Fiscal 2017 Base Salary	Fiscal 2016 Base Salary	Increase %	Fiscal 2017 Competitive Market Positioning	Name	Fiscal 2020 Base Salary	Fiscal 2019 Base Salary	Increase %	Fiscal 2020 Competitive Market Positioning
Tod E. Carpenter	$900,000	$775,000	16.1%	Within a competitive range of +/-10%.	Tod E. Carpenter	$1,000,000	$975,000	2.6%	Within a reasonable competitive range
Scott J. Robinson	$416,000	$400,000	4.0%	Approximately 15% below the peer group median. Mr. Robinson joined the Company in fiscal 2016 and was relatively new in his role at Donaldson.	Scott J. Robinson	$520,000	$500,000	4.0%	Within a reasonable competitive range
Thomas R. Scalf	$422,150	$402,048	5.0%	Within a competitive range of +/-10%.	Thomas R. Scalf	$470,000	$460,000	2.2%	Within a reasonable competitive range
Jeffrey E. Spethmann	$372,750	$350,000	6.5%	Approximately 12% below the peer group median. Mr. Spethmann became the Senior Vice President of the Industrial business segment in April of 2016 and was relatively new in his role.	Jeffrey E. Spethmann	$455,000	$440,000	3.4%	Within a reasonable competitive range
Amy C. Becker	$350,460	$324,500	8.0%	Within a competitive range of +/-10% of survey data.	Amy C. Becker	$415,000	$405,000	2.5%	Within a reasonable competitive range


~~(2)~~	~~Mr. Robinson was hired after August 1, 2013 and, therefore, is not eligible to participate in our Salaried Employee's Pension Plan or the Excess Pension Plan.~~

Non-Qualified Deferred Compensation

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

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

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

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

•Up to 75% of base salary

•Up to 100% of annual cash incentive

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

•Up to 25% of compensation in excess of the qualified plan compensation limits ($~~265,000~~280,000 for ~~2015, $265,000~~2019 and $285,000 for ~~2016, and $270,000 for 2017)~~2020)

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

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

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

~~Allocate the account~~rate or to one or more ~~measurement~~investment funds.

Effective January 1, 2020, participants are only able to allocate the deferrals of base salary and annual cash incentive to one or more investment funds. Several mutual fund investments are available, and funds may be reallocated among the investment alternatives at any time. ~~These~~Some of the funds mirror the funds utilized in our Retirement Savings and Employees Stock Ownership Plan. These amounts are funded through a non-qualified “rabbi” trust.

All ~~stock deferrals (Long-Term Compensation Plan~~LTCP awards ~~restricted stock awards, and stock option gains) remain in stock,~~ are funded through a non-qualified “rabbi” trust and ~~are~~ paid out in stock. These deferrals earn quarterly dividends that are paid onin the Company’s common stock.

Payments are made under these plans in the form of a lump sum or annual installments. Prior to calendar 2020, participants could elect annual installments of up to 20 years. Effective January 1, 2020, annual installment distributions can be elected for up to 10 years. The deferral elections and payment elections are made in accordance with the timing requirements of applicable IRS regulations.

The following table summarizes ~~information with respect to the~~ participation of our NEOs in our Deferred Comp Plan.

Fiscal 2020 Non-Qualified Deferred Compensation


Name	Executive Contributions in Last FY ⁽¹⁾($)	Registrant Contributions in Last FY ⁽²⁾($)	Aggregate Earnings in Last FY($)	Aggregate Withdrawals/ Distributions($)	Aggregate Balance at Last FYE ⁽³⁾ ($)
Tod E. Carpenter	76,404	84,879	(64,046)	—	1,268,565
Scott J. Robinson	22,866	32,493	437	—	101,749
Thomas R. Scalf	39,302	23,773	10,744	—	391,706
Jeffrey E. Spethmann	58,465	25,475	(4,243)	—	247,321
Amy C. Becker	53,089	17,965	47,128	—	465,494

______________

(1)Includes amounts in 401(k) excess contributions for all NEOs and the following deferrals reported as part of each NEO's salary

and non-equity incentive plan compensation in the Summary Compensation Table:

•$23,403.95 deferred base salary for Mr. Scalf

•$22,605.75 deferred base salary and $19,686 deferred bonus for Mr. Spethmann

•$17,365 deferred base salary and $13,982 deferred bonus for Ms. Becker

(2)This reflects the Company match for any applicable deferred salary, deferred annual incentive, and 401(k) Excess ~~Plan and our Deferred Stock Option Gain Plan.~~contributions.

~~FISCAL 2017 NON-QUALIFIED DEFERRED COMPENSATION~~ These amounts are reported under All Other Compensation in the Summary Compensation Table.

(3) A portion of the aggregated balances shown above were reported as salary, annual incentive compensation, and/or all other

compensation in the Summary Compensation Table for previous years: Mr. Carpenter, $414,765; Mr. Robinson, $42,953;

Mr. Scalf, $134,491; Mr. Spethmann, $121,931; Ms. Becker, $178,720.

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

~~______________~~


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


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


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

Potential Payments Upon Termination or Change in Control

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

~~Potential Payments upon~~ Termination Absent a Change in Control

We have no formal employment agreements or severance agreements outside of a change in control that provides additional payments to an Officer in the event of a termination of employment, including voluntary termination, termination for cause, involuntary termination, death or disability. Upon a termination, an Officer would be entitled to receive the same benefits and payments available to our broad-based, salaried employee group as specified in the plan document of each applicable program.

Retirement

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

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

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

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

•Outstanding ~~Long-Term Compensation Plan~~LTCP awards would be prorated ~~for the performance period during which the participant was actively employed~~based on time worked and payments would be processed at the end of the three-year performance cycle according to the Company's performance results.

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

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

~~______________~~


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


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

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

Involuntary Termination

In the event of an involuntary termination not for cause, the HR Committee has sole discretion to determine the amount, if any, of severance payments and benefits that will be offered to ~~a NEO.~~an Officer. We have no formal employment agreements with our Officers and they are not covered by our Company Severance Plan. Under our Severance Plan for U.S. salaried employees, the Company generally pays severance equal to one week of base salary for each year of service up to a maximum of 26 weeks (a minimum of 8 weeks for director level) and a target incentive prorated for full months actively employed. We generally pay for continued coverage for elected medical and dental benefits for a period of one or two months based on years of service. Our NEOs would receive two months of benefit continuation based on their years of service. If the Committee were to follow our U.S. Severance Plan, the following payments would have been made to our U.S. NEOs had they been involuntarily terminated at the end of fiscal 2017:

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

~~______________~~

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

Upon involuntary termination, the following would apply:

•Outstanding vested stock options must be exercised within one month of termination and unvested stock options would be forfeited.

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

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

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

Death

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

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

•Outstanding vested stock options become exercisable by the named beneficiary for a period of 36 months following the death and unvested stock options would be forfeited.

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

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

•Outstanding LTCP awards would be prorated based on time worked and payments would be processed at the end of the three-year performance cycle according to the Company's performance results.

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

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

~~______________~~


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


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

~~Upon the death of a NEO, payments~~•Payments under our ~~Non-Qualified~~ Deferred ~~Compensation Plans~~Comp Plan and Excess Pension Plan would be accelerated. The amounts reflected in the Non-Qualified Deferred Compensation Table and Pension Benefits Table would have been payable to the named beneficiary as a lump ~~sum in the event of the death of a NEO at the end of fiscal 2017.~~sum.

Disability

In the event of disability of an Officer, the following would apply:

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

•Outstanding vested stock options remain exercisable for a period of 36 months following the disability, and unvested stock options would continue to vest in accordance with the terms of the award agreement.

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

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

•Outstanding LTCP awards would be prorated based on time worked and payments would be processed at the end of the three-year performance cycle according to the Company's performance results.

•Each U.S. Officer who participates in our broad-based, long-term disability program would receive an annual benefit equal to 60% of total cash compensation until the earlier of: (a) age 65; (b) recovery from the disability; or (c) death. The portion of compensation up to $200,000 is fully insured and payable by our insurance company, and the portion of compensation in excess of $200,000 is self-insured and payable by the Company.

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

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

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

~~______________~~


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


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

•In the event of a qualifying disability, payments under our ~~Non-Qualified~~ Deferred ~~Compensation Plans~~Comp Plan and Excess Pension Plan would be accelerated. The amounts reflected in the Non-Qualified Deferred Compensation Table and Pension Benefits Table would have been payable as a lump sum in the event of the disability of a NEO at the end of fiscal 2017.

Voluntary Termination and Termination for Cause

Our ~~NEOs~~Officers are not entitled to receive any additional forms of severance payments or benefits upon a voluntary decision to terminate employment or upon a termination by the Company for cause prior to being eligible for retirement.

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

~~Potential Payments and Benefits Upon~~ Termination Following or in Connection with a Change in Control

All Officers have entered into CIC Agreements with the Company. Our CIC Agreements contain a “double-trigger” to enable our Officers to maintain objectivity in the event of a change in control situation and to better protect the interests of our stockholders. This independence is important in providing retention incentives during a time of uncertainty for Officers and offering additional assurances to the Company that it will be able to complete a transaction that the Board believes is in the best interests of our stockholders. In addition to the CIC Agreements, our stock option awards, LTCP, and deferred compensation plans provide for the acceleration of certain benefits upon a change in control.

Upon the occurrence of a ~~“change~~change in control,” as generally defined below, ~~whether~~with or ~~not there is~~without a qualifying termination of employment:

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

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

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

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

•Any unvested benefits under the Salaried Employees’ Pension Plan will immediately vest. As of the end of fiscal ~~2017,~~2020, all eligible ~~NEOs~~Officers were 100% vested in the Salaried Employees’ Pension Plan.

~~We have also entered into~~Additionally, the CIC Agreements provide that upon a qualifying termination of employment in connection with a change in control, each Officer would receive the following:

•A cash lump sum equal to a multiple of the ~~NEOs.~~ sum of the Officer’s base salary plus the Officer’s target cash incentive from the Annual Cash Incentive Plan then in effect. The multiple is based on level as follows:

◦Chairman and CEO = three times the sum of base salary and target annual incentive

◦Senior Vice Presidents = two times the sum of base salary and target annual incentive

◦Vice Presidents = one times the sum of base salary and target annual incentive

•A lump sum of additional pension benefits equal to:

◦The value of the benefit under each pension plan assuming the benefit is fully vested and the Officer had three additional years of benefit accrual; less

◦The value of the vested benefit accrued under each pension

•36 months of continued medical, dental, vision, life, disability, and accident benefits

•Outplacement services suitable to the Officer’s position for a period of three years or until the first acceptance of an employment offer, whichever is earlier

The Officer’s payments will be reduced to the maximum amount that can be paid without triggering an excise tax liability. This reduction would only occur if the net amount of those payments is greater than the net amount of payments without the reduction.

Change in Control

Generally, a change in control includes the occurrence of any of the following events or circumstances:

•The acquisition of 25% or more of the combined voting power of the Company’s outstanding shares, other than any acquisition from or by the Company or any Company-sponsored employee benefit plan.

•Consummation of a merger or other business consolidation of the Company other than a transaction where the Company’s pre-transaction stockholders retain at least 60% ownership of the surviving entity.

•A change in the Board ~~of Directors~~ composition in which the incumbent directors, meaning those directors who were not elected in a contested fashion, are no longer a majority of the Board. The CIC Agreements specify the circumstances under which a director is deemed to have been elected in a contested fashion.

•Approval of a plan of liquidation or dissolution or a consummated agreement for the sale of all or substantially all of the Company’s assets to an entity, unless the Company’s pre-transaction stockholders retain at least 60% ownership of the surviving entity.

Qualifying Termination of Employment

The CIC ~~Agreements provide~~Agreement provides that, upon ~~a qualifying termination of employment in connection with~~ a change in control, ~~(see~~if an Officer’s employment with the ~~Compensation Discussion and Analysis under~~Company is terminated within 24 months:

•by the Company or its successor without “cause,” or

•by the Officer for “good reason” (each as defined in the CIC Agreement).

Potential Payments upon Termination or Change in Control ~~Agreements~~Table

The following table sets forth applicable payment estimates to our NEOs assuming each termination event occurred on July 31, 2020, the last business day of the fiscal year. The estimates are based on the July 31, 2020 closing stock price of $48.34.


		Potential Payments ($)
Triggering Event ⁽¹⁾	Compensation Component	Tod E. Carpenter	Scott J. Robinson	Thomas R. Scalf	Jeffrey E. Spethmann	Amy C. Becker
Death	Annual Incentive	269,429	91,371	108,363	69,290	58,337
		LTCP ⁽⁵⁾	1,893,317	481,789	381,886	381,886	267,481
		Restricted Stock	—	332,338	—	—	—
		Total	2,162,746	905,498	490,249	451,176	325,818

Disability	Annual disability benefit ⁽⁷⁾	1,541,258	589,413	524,347	500,597	417,664
		Annual Incentive	269,429	91,371	108,363	69,290	58,337
		Stock Options	145,986	36,471	25,026	25,026	20,856
		LTCP ⁽⁵⁾	1,893,317	481,789	381,886	381,886	267,481
		Restricted Stock	—	332,338	—	—	—
		Total	3,849,990	1,531,382	1,039,622	976,799	764,338

Involuntary Termination ⁽²⁾	Cash severance	1,611,538	470,000	540,500	365,750	424,577
		Benefit continuation ⁽⁸⁾	2,487	1,101	4,276	—	2,458
		Total	1,614,025	471,101	544,776	365,750	427,035

Retirement ⁽³⁾	Annual Incentive ⁽⁴⁾	269,429	—	—	—	58,337
		Stock Options ⁽⁶⁾	145,986	—	—	25,026	20,856
		LTCP ^{(4, 5)}	1,893,317	—	—	—	267,481
		Restricted Stock ⁽⁶⁾	—	—	—	—	—
		Total	2,308,732	—	—	25,026	346,674

Change in Control	Stock Options	145,986	36,471	25,026	25,026	20,856
		LTCP ⁽⁵⁾	3,780,188	957,132	758,938	758,938	531,740
		Restricted Stock	—	362,550	—	—	—
		Total	3,926,174	1,356,153	783,964	783,964	552,596

Qualifying Termination Following or in Connection with a Change in Control	Cash severance ⁽⁹⁾	6,450,000	1,820,000	1,551,000	1,501,500	664,000
		Pension benefits ⁽¹⁰⁾	670,627	—	238,514	199,283	209,733
		Benefit continuation ^{(8, 11)}	38,304	34,128	61,668	2,232	37,908
		Outplacement ⁽¹²⁾	45,000	45,000	45,000	45,000	45,000
		Total	7,203,931	1,899,128	1,896,182	1,748,015	956,641

________________

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

(2) If the HR Committee were to follow our U.S. Severance Plan for broad-based employees, the payments above would have been made to our NEOs had they been involuntarily terminated at the end of fiscal 2020.

(3) Mr. Carpenter, Mr. Spethmann, and Ms. Becker are the only retirement eligible NEOs as of July 31, 2020.

(4) Retirement eligible definition is age 55 plus a ~~qualifying termination), in addition to~~requirement of five years of service. Mr. Spethmann has not reached five years of service as of July 31, 2020.

(5) This represents the ~~accelerated~~ vesting of ~~equity awards described above, each Officer will receive severance payments equal to:~~

~~A cash lump sum equal to a multiple~~two LTCP award cycles outstanding as of ~~the sum of the Officer’s base salary plus the Officer’s~~July 31, 2020 and assumes payment at target ~~cash incentive from the Annual Cash Incentive Plan then in effect. The multiple is based on level as follows:~~

~~Chairman and CEO - three times the sum of base salary and target annual incentive~~

~~Senior Vice Presidents - two times the sum of base salary and target annual incentive~~

~~Vice Presidents - one times the sum of base salary and target annual incentive~~

~~A lump sum of additional pension benefits equal to:~~

~~The value of the benefit under each pension plan assuming the benefit is fully vested and the Officer had three additional years of benefit accrual; less~~

~~The value of the vested benefit accrued under each pension plan.~~

~~36 months of continued medical, dental, vision, life, disability, and accident benefits~~

~~Outplacement services suitable to the Officer’s position for a period of three years or until the first acceptance of an employment offer, whichever is earlier~~

~~This table reflects accelerated vesting of equity awards and amounts payable to the NEOs per our CIC agreements had~~achievement. Under a change in control ~~occurred~~situation, payout would be accelerated.

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

(7) $120,000 of the annual disability benefit is fully insured and ~~there was~~payable by the insurance company. Anything in excess of this amount is self-insured and payable by the Company.

(8) Mr. Spethmann did not elect medical or dental coverage through Donaldson.

(9) Under the CIC Agreement, this represents a ~~qualifying termination of employment effective July 31, 2017:~~lump sum equal to:

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

~~______________~~


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

•Three times the sum of base salary and the annual incentive at target for Mr. Carpenter

•Two times the sum of base salary and the annual incentive at target for ~~Mr.~~Messrs. Robinson, Scalf and ~~Mr.~~ Spethmann

•One times the sum of base salary and the annual incentive at target for Ms. Becker

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


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

~~Two Long-Term Compensation Plan stock award cycles~~(11) This reflects only Life and Business Travel Accident benefits for Mr. Spethmann.

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

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

~~The intrinsic value of unvested stock options~~


~~(3)~~	~~This amount represents the lump sum value of additional pension benefits equal to:~~

~~The value of the benefit under each pension plan assuming the benefit is fully vested and the Officer had three additional years of benefit accrual; less~~

~~The value of the vested benefit accrued under each pension plan.~~


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


~~(5)~~	~~This amount is based on the assumption that the NEO would utilize $15,000 per year in outplacement services for the full three years.~~

Under the CIC Agreement, the payment ~~could~~may be reduced in situations where the Officer would otherwise be subject to the excise tax liability under Section ~~208G~~280G of the Internal Revenue Code. The amounts in the table above do not reflect any reductions that might be made.

With a change in control followed by a termination within 24 months, any payments under the ~~Non-Qualified~~ Deferred ~~Compensation Plans described in the Compensation Discussion and Analysis and the narrative before the Non-Qualified Deferred Compensation Table~~Comp Plan would become immediately payable to the participant in the form of a lump sum.

~~With a change in control followed by a termination within 24 months,~~ Additionally, any ~~payments~~accrued benefits under the Excess Pension Plan described in the Compensation Discussion and Analysis and the narrative before the Pension Benefits Table would also become immediately payable to the participant in the form of a lump sum. Under the Salaried Employees’ Pension Plan and the Excess Pension Plan ~~upon a change in control any accrued benefits~~also become immediately vested. As of the end of fiscal ~~2017,~~2020, all eligible ~~NEOs~~Officers were 100% vested under these plans.

Pay Ratio Disclosure

In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing a disclosure of the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee. For fiscal 2020:


Annual Total Compensation of Median Employee			$31,275
Annual Total Compensation of our CEO			$5,483,229

Based on this information, our fiscal 2020 pay ratio of 175 to 1 is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

Our median employee for our fiscal 2020 pay ratio calculation is the same employee used for our fiscal 2019 pay ratio calculation. We do not believe there were any material changes to the Company’s employee population or compensation arrangements that would significantly impact the pay ratio disclosure and warrant calculating a new median employee.

We calculated annual total compensation for our median employee in accordance with same methodology used for our NEOs as set forth in the Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column reported in the Summary Compensation Table.

INFORMATION REGARDING THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

The following is the report of the Audit Committee with respect to Donaldson’s audited financial statements presented in its Annual Report on Form 10-K for the fiscal year ended July 31, ~~2017.~~2020.

The Audit Committee of the Board ~~of Directors~~ is composed entirely of non-employee directors, all of whom have been determined by the Board to be independent under the rules of the SEC and the NYSE. In addition, the Board has determined that John P. Wiehoff and Andrew Cecere are Audit Committee financial experts, as defined by the rules of the SEC.

The Audit Committee acts under a written charter approved by the ~~Board of Directors.~~Board. The Audit Committee assists the Board in carrying out its oversight of the Company’s financial reporting process, audit process, and internal controls. The Audit Committee formally met ~~eight~~six times during the past fiscal year in carrying out its oversight functions. The Audit Committee has the sole authority to appoint, terminate, or replace the Company’s independent registered public accounting firm. The independent registered public accounting firm reports directly to the Audit Committee.

The Audit Committee reviewed and discussed the Company’s fiscal ~~2017~~2020 audited financial statements with management, the internal auditor, and PricewaterhouseCoopers LLP (“PwC”), the Company’s independent registered public accounting firm. Management has represented and PwC has reported in its opinion to the Audit Committee that the financial statements were prepared in accordance with generally accepted accounting principles and fairly present, in all material respects, the financial position of the Company.

As part of its activities, the Audit Committee also:


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


2.	Received the written disclosures and letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence; and

1. Discussed with PwC the matters required to be discussed under applicable Auditing Standards of the Public Company Accounting Oversight Board and the SEC;

2. Received the written disclosures and letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence; and

3. Discussed with PwC its independence.

Based on the review and discussions with management and PwC, the Audit Committee recommended to the Board ~~of Directors~~ that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2017.~~

2020.

Members of the Audit Committee

John P. Wiehoff, Chair

~~Ajita G. Rajendra~~Douglas A. Milroy

Andrew Cecere

Trudy A. Rautio

~~Douglas A. Milroy~~Pilar Cruz

Independent Registered Public Accounting Firm Fees

The aggregate fees billed to the Company for fiscal ~~2017~~2020 and fiscal ~~2016~~2019 by PwC, the Company’s independent registered public accounting firm, are as follows:


	Fiscal 2020		Fiscal 2019
Audit Fees		$3,623,133	$3,497,323
Audit-Related Fees		$34,727	$45,889
Tax Fees		$194,490	$38,333
All Other Fees		$3,000	$3,000
Total Fees		$3,855,350	$3,584,545

Fiscal 2017 Fiscal 2016
Audit Fees $2,674,933 $2,967,600
Audit-Related Fees 158,364 43,200
Tax Fees 355,495 186,000
All Other Fees 1,800 1,800
Total Fees $3,190,592 $3,198,600

Audit Fees include professional services rendered in connection with the audit of the Company’s financial statements, including the quarterly reviews, statutory audits of certain of the Company’s international subsidiaries,

and the audit of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Audit-Related Fees include accounting advisory fees related to financial accounting matters. Tax fees include tax consulting and tax return preparation. All Other Fees include licensure for an accounting literature research ~~tool.~~tools.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and permitted non-audit services provided by the independent registered public accounting firm, including the fees and terms for those services. The Audit Committee may delegate to one or more designated Committee members the authority to grant pre-approvals. This designated member is the Chair of the Audit Committee. Any pre-approval by the Chair must be presented to the full Audit Committee at its next scheduled meeting. All of the services provided by the independent registered public accounting firm during fiscal ~~2017~~2020 and fiscal ~~2016,~~2019, including services related to the Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees described above, were approved by the Audit Committee under its pre-approval policies.

ITEM 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS

As required pursuant to Section 14A of the Securities Exchange Act of 1934, at the ~~2011~~2017 Annual Meeting, wethe Company provided our stockholders with an advisory vote on the frequency of conducting an advisory vote on the compensation of our NEOs. Consistent with the stockholders’ preference expressed in voting at the ~~2011~~2017 Annual Meeting, our Board ~~of Directors~~ determined that an advisory vote on the compensation of our NEOs will be conducted ~~every three years.~~annually. Therefore, we are providing our stockholders with an advisory (non-binding) vote on the compensation of our NEOs as discussed in this Proxy Statement in accordance with the rules of the SEC. However, as set forth in Item 3 below, our Board of Directors now recommends holding annual advisory votes on executive compensation. If approved, the next advisory vote on executive compensation would be held at our 2018 Annual Meeting.

As described in detail under Compensation Discussion and Analysis - Executive Compensation Program Principles, ~~and Objectives,~~ our objective is to create long-term stockholder value. Our executive compensation program is designed to directly support this objective and ensure that the interests of our officers are properly aligned with our stockholders’ short-term and long-term interests. The key principles of our executive compensation strategy include:

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

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

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

•Establishing high stock ownership requirements for our Officers

Please read the Compensation Discussion and Analysis for additional details about the Company’s executive compensation programs, including information about the compensation of our NEOs for fiscal ~~2017.~~2020.

We are presenting the following proposal, which gives stockholders the opportunity to support or not support our executive compensation program for our NEOs by voting for or against the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s NEOs, as disclosed in Donaldson Company’s Proxy Statement for the ~~2017~~2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and other related narrative disclosures.”

This advisory vote on executive compensation is not binding on the Company, our ~~Human Resources~~HR Committee, or our ~~Board of Directors.~~Board. However, our ~~Human Resources~~HR Committee and our Board ~~of Directors~~ will take into account the result of the vote when determining future executive compensation arrangements.

Board Recommendation

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

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of July 31, 2020 regarding the Company's equity compensation plans:


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted – average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders
1980 Master Stock Compensation Plan:
Deferred Stock Option Gain Plan	2,463	—	—
1991 Master Stock Compensation Plan:
Deferred Stock Option Gain Plan	257,189	—	—
Deferred LTC/Restricted Stock	105,380	—	—
2001 Master Stock Incentive Plan:
Deferred LTC/Restricted Stock	57,148	—	—
2010 Master Stock Incentive Plan:			(1)
Stock Options	6,469,426	$42.30	—
Restricted Stock Units	10,653	—	—
Deferred LTC/Restricted Stock	1,322	—	—
Long-Term Compensation	544,200	—	(3)
2019 Master Stock Incentive Plan⁽¹⁾			(1)
Stock Options	64,553	$56.47	—
Restricted Stock Units	16,052	—	—
Subtotal for plans approved by security holders	7,528,386	$42.44

Equity compensation plans not approved by security holders
ESOP Restoration⁽²⁾	920	—	(2)
Subtotal for plans not approved by security holders	920	—
Total	7,529,306	$42.44

______________

(1)In November 2019, the Company's stockholders approved the adoption of the 2019 Master Stock Incentive Plan (the "2019 Plan"), which replaced the 2010 Master Stock Incentive Plan (the "2010 Plan"). The 2019 Plan limits the number of shares authorized for issuance to 5,000,000 during the 10-year term of the plan in addition to any shares forfeited under the 2010 Plan. Consistent with the 2010 Plan, the 2019 Plan allows for the granting of non-qualified stock options, incentive stock options, restricted stock, restricted stock units, stock appreciation rights, dividend equivalents and other stock-based awards. As of July 31, 2020, there were 4,980,511 authorized shares remaining under the 2019 Plan.

(2)The Company has a non-qualified ESOP Restoration Plan established on August 1, 1990, to supplement the benefits for certain employee groups under the Company’s Employee Stock Ownership Plan that would otherwise be reduced because of the compensation limitations under the Internal Revenue Code. The ESOP Restoration Plan’s 10-year term was completed on July 31, 1997, and the only ongoing benefits under the ESOP Restoration Plan are the accrual of dividend equivalent rights to the participants in the plan.

(3)The amounts included for the Long-Term Compensation Plan described in the Compensation Discussion and Analysis represent the maximum number of shares that could be issued at vesting. The actual payments are based on the attainment of pre-established three fiscal-year performance goals and may differ from the number of shares presented.

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

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

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

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

~~Board Recommendation~~

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

~~ITEM 4:~~ RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm to audit the books and accounts of the Company for the fiscal year ending

July 31, ~~2018.~~2021. PwC has audited the books and accounts of the Company since 2002. While the Company is not required to do so, it is submitting the selection of PwC to serve as the Company’s independent registered public accounting firm for the fiscal year ending July 31, ~~2018~~2021 for ratification in order to ascertain the views of the Company’s stockholders on this appointment. Whether or not the appointment is ratified, the Audit Committee, which is solely responsible for appointing and terminating our independent registered public accounting firm, may in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Representatives of PwC are expected to be present at the virtual meeting and will have the opportunity to make a statement and to respond to appropriate questions. In the event this appointment is not ratified, the Audit Committee will reconsider its selection.

Board Recommendation

The Audit Committee of the Board of Directors recommends that stockholders vote FOR ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending July 31, ~~2018.~~2021.



			By Order of the Board of Directors

			Amy C. Becker
			Secretary
October ~~3, 2017~~6, 2020

Donaldson Company, Inc.

Annual Meeting of Stockholders

Friday, November ~~17, 2017,~~20, 2020, at 1:00 p.m. CST

Virtual meeting held online through

www.virtualshareholdermeeting.com/~~DCI2017~~DCI2020



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~~
proxy materials?		2
What does it mean if I receive more than one proxy card?		2
Who pays for the cost of proxy preparation and solicitation?		2
What am I voting on, what does the Board recommend and what vote is required to approve each item?		3
How do I vote my shares?		4
How do I vote if I hold stock through a Donaldson employee benefit plan?		4
How do I vote my shares held in “street name” in a brokerage or bank account?		4
~~What does it mean if I receive more than one proxy card?~~		4
What if I submit a proxy and then change my ~~mind after I vote my shares?~~mind?	4
Who may attend the meeting?		5
How many shares must be present to ~~hold~~conduct the meeting?		5
How will voting on any other business be conducted?		5
~~Who may attend the meeting?~~		5
Where do I find the voting results of the meeting?	5
How do I submit a stockholder ~~proposal?~~proposal for next year's Annual Meeting?		5

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

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

CORPORATE GOVERNANCE		15
~~CORPORATE GOVERNANCE~~		13
Board Oversight and Director Independence	1315
Policy and Procedures Regarding Transactions with Related Persons		1416
Board Leadership Structure		1517
Risk Oversight by Board of Directors		1517
Meetings and Committees of the Board of Directors		1618
Audit Committee		1618
Human Resources Committee		1619
Corporate Governance Committee		1820
Corporate Governance Guidelines		1820
Code of Business Conduct and Ethics		1820
Board Composition and Qualifications		1820
Director Selection Process		1820
Executive Sessions and Evaluations		1921
Communications with Directors		1921
Audit Committee ~~Expertise; Complaint-Handling Procedures~~Expertise		1921
Complaint-Handling Procedures		21


DIRECTOR COMPENSATION		2022
Director Compensation Process		2022
Director Compensation Program Elements		2022
Fiscal ~~2017~~20 20 Director Compensation		2224

EXECUTIVE COMPENSATION		26
~~EXECUTIVE COMPENSATION~~		24
Compensation Committee Report	2426
Compensation Discussion and Analysis		2427
Compensation Risk Analysis		3537
Summary Compensation Table		3638
Fiscal ~~2017~~20 20 Grants of Plan-Based Awards Table		3840
Outstanding Equity Awards at ~~2017~~20 20 Fiscal Year-End		3941
Fiscal ~~2017~~20 20 Option Exercises and Stock Vested Table		4143
Pension Benefits		4143
Non-Qualified Deferred Compensation		4245
Potential Payments Upon Termination or Change in Control		4346
Pay Ratio Disclosure		51

INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		4852
Audit Committee Report		4852
Independent Registered Public Accounting Firm Fees		4952
Audit Committee Pre-Approval Policies and Procedures		4953



ITEM 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			5054
Board Recommendation			5054
~~ITEM 3: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE~~
EQUITY COMPENSATION ~~OF OUR NAMED EXECUTIVE OFFICERS~~PLAN INFORMATION			5155
~~Board Recommendation~~			51
ITEM 4:3 : RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			5156
Board Recommendation			5156



Tod E. Carpenter
~~Age - 58~~	Age: 61 Director ~~since~~Since: 2014 Committee: None ~~Committees:~~ ~~None~~	Biography Chairman (2017), President and Chief Executive Officer (2015) of the Company. Previously, Chief Operating Officer (2014-2015); Senior Vice President, Engine Products (2011-2014); Vice President, Europe and Middle East (2008-2011); and Vice President, Global Industrial Filtration Systems (2006-2008). Qualifications Tod Carpenter brings to the Board a wealth of general management and global leadership experience. Tod joined Donaldson in 1996. Since then, his roles have included driving strategic growth initiatives, launching innovative proprietary products, and strengthening relationships with the Company’s key global customers. Tod has a Bachelor’s Degree in Manufacturing Technology from Indiana State University and an M.B.A. from Long Beach State University. Tod serves on the Boards of Donaldson since 2014 and AMETEK, Inc. since 2019. Tod currently serves on the Board of Overseers of the Carlson School of Management at the University of Minnesota. Other Public Company Boards: ~~None~~AMETEK, Inc.

Pilar Cruz
~~Age - 46~~ ~~Nominee~~ ~~Committees:~~ ~~None~~	Age: 49 Director Since: 2017 Committee: Audit Biography ~~Corporate Vice~~ President, ~~Corporate Strategy & Development (2015)~~Cargill Aqua Nutrition (2019) of Cargill, Incorporated, a provider of food, agriculture, financial and industrial products and services. Previously, President, Cargil Feed and Nutrition (2017-2019); Corporate Vice President, Corporate Strategy & Development (2015-2017); President & Business Unit Leader, Cargill Meats Europe (2013-2015); General Manager, Cargill Meats Central America (2012-2013); and Integration Manager, Cargill Meats Central America (2011-2012). Qualifications ~~The Board selected~~ Pilar Cruz ~~as a nominee after considering~~brings to the Board her experience and expertise in corporate strategy, management and global ~~leadership experience. The Board believes that the experience~~leadership. Pilar has gained this valuable experience from her various leadership and management roles at ~~Cargill and her~~Cargill. Her global experience ~~will provide~~provides the Board with valuable insight with respect to strategic, operational and management matters. Pilar 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 Public Company Boards: None


Director Nominees with Terms Expiring in 2020 (continued)
Ajita G. Rajendra
~~Age - 65~~	Age: 68 Director ~~since~~Since: 2010 Committees: ~~Audit~~ Corporate Governance and Human Resources	Biography Retired Executive Chairman ~~(2014), President and Chief Executive Officer (2013)~~(2018-2020) of A.O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating equipment. Previously, Chairman (2014-2018), President and Chief Executive Officer (2013-2018); President and Chief Operating Officer (2011-2013); Executive Vice President (2006-2011); Senior Vice President (2005-2006); and President, A.O. Smith Water Products Company (2005-2011). Qualifications Ajita Rajendra brings to the Board his public company leadership expertise and experience in his position as President and Chief Executive Officer of A.O. 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, 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 Public Company Boards: The Timken Company Other Public Company Boards (last five years): A.O. Smith Corporation ~~and the Timken Company~~(2014-2020)



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


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


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


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


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


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


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


~~(1)~~	(1) Includes all beneficially owned shares, including restricted shares, shares for non-employee directors held in trust, shares underlying the units listed under the Deferred Stock Units column and the shares underlying options exercisable within 60 days of September 21, 2020, as listed under the Exercisable Options column.



Andrew Cecere
~~Age - 57~~	Age: 60 Director ~~since~~Since: 2013 Committee: Audit ~~Committees:~~ ~~Audit~~	Biography Chairman (2018), President (2015) and Chief Executive Officer (2017) of U.S. Bancorp. U.S. Bancorp, the parent company of U.S. Bank National Association, the 5th largest commercial bank in the U.S., a trusted financial services ~~provider.~~partner. Previously, Chief Operating Officer (2016); Vice Chairman and Chief Operating Officer (2015); Vice Chairman and Chief Financial Officer (2007-2015); Vice Chairman, Wealth Management (2001-2007); Chief Financial Officer of the former U.S. Bancorp (2000-2001); and Vice Chairman of U.S. Bank (1999-2000). Qualifications Andy Cecere brings to the Board his valuable financial and management experience as Chairman, President and Chief Executive Officer of U.S. Bancorp, and former Vice Chairman and Chief Operating Officer, and Chief Financial Officer, of U.S. ~~Bancorp, the parent company of~~Bancorp. U.S. ~~Bank National Association, the 5th largest commercial bank in the United States. U.S. Bank~~Bancorp provides banking, brokerage, insurance, investment, mortgage, trust, and payment services products to consumers, businesses, and institutions. Andy has over 30 years of experience with U.S. Bancorp, including serving as Vice Chairman of Wealth Management and leading key banking, trust, insurance, and advisory businesses. He serves on U.S. Bancorp’s Managing Committee. Andy currently serves on the Board of Overseers of the Carlson School of Management at the University of Minnesota. Andy has a Bachelor’s degree in Business Administration and Finance from the University of St. Thomas and an M.B.A. degree from the Carlson School of Management at the University of Minnesota. Other Public Company Boards: U.S. Bancorp

James J. Owens
~~Age - 53~~	Age: 56 Director ~~since~~Since: 2013 Committees: Corporate Governance and Human Resources	Biography President and Chief Executive Officer (2010) of H.B. Fuller Company, a leading global adhesives provider. Previously, Senior Vice President, Americas (2010) and Senior Vice President, North America (2008-2010). Qualifications Jim Owens brings to the Board his extensive experience and expertise in global manufacturing businesses. He spent 22 years with National Starch’s adhesives business, a division of ICI (Imperial Chemical Industries Limited), in a variety of positions, including serving as Corporate Vice President and General Manager and as Vice President and General Manager of the Europe/Middle East and Africa adhesives business. Jim provides global leadership insights as well as public company ~~Board~~board experience. Jim currently serves on the Board of Overseers of the Carlson School of Management at the University of Minnesota. Jim has a Bachelor’s degree in Chemical Engineering from the University of Delaware and an M.B.A. degree from The Wharton School, University of Pennsylvania. Other Public Company Boards: H.B. Fuller Company


Trudy A. Rautio
~~Age - 64~~	Age: 67 Director ~~since~~Since: 2015 Committees: Audit and Corporate Governance	Biography Retired President and Chief Executive Officer (2012-2015) of Carlson, a privately held global hospitality and travel company. Previously, Executive Vice President and Chief Administrative Officer (2011-2012) and Executive Vice President and Chief Financial Officer (2005-2011). Qualifications Trudy Rautio brings to the Board her leadership experience in her position as the former President and Chief Executive Officer of Carlson. Prior to her appointment as CEO, Trudy served as Executive Vice President and Chief Financial and Administrative Officer and has valuable experience in various categories, including business, financial, and information technology operations. Trudy has knowledge and experience leading global businesses and operations. Trudy currently serves on the following private boards: Cargill and Securian Financial Group. 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 Public Company Boards: None Other Public Company Boards (last five years):Merlin Entertainments (2015-2019)


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


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


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


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



Michael J. Hoffman
~~Age - 62~~	Age: 65 Director ~~since~~Since: 2005 ~~Committees:~~ ~~Corporate Governance~~ Committee: Human Resources (Chair)	Biography Retired Chairman ~~(2006)~~(2006-2017) of The Toro Company, a provider of outdoor maintenance and beautification products. Previously, Chief Executive Officer (2005-2016); President (2004-2015); Group Vice President (2001-2004); and Vice President and General Manager (2000-2001). Qualifications Mike Hoffman brings to the Board his expertise as a public company leader at The Toro Company where he started in 1977 and ~~is now~~retired from his CEO and Chairman of the ~~Board.~~Board positions in 2017. Mike adds valuable marketing and strategic planning experience working for a company that has a strongly branded identity. Mike is an experienced public company Board member having served on the Boards of Donaldson and Toro since ~~2005. Mike currently serves on the Board of Overseers of the Carlson School of Management at the University of Minnesota.~~2005, and Advanced Disposal Services, Inc. since 2017. Mike has a Bachelor’s degree in Marketing Management from the University of St. Thomas and an M.B.A degree from the University of Minnesota - Carlson School of Management. Other Public Company Boards: Advanced Disposal Services, Inc. Other Public Company Boards (last five years):The Toro Company (2005-2017)

Douglas A. Milroy
~~Age - 58~~	Age: 61 Director ~~since March~~Since: 2016 Committees: Audit and Human Resources ~~Committees:~~ ~~Audit~~	Biography Former Chairman (2014-2017) and Chief Executive Officer (2009-2017) of G&K Services, Inc., a service-focused provider of branded uniform and facility services programs. Previously, President, Direct Purchase and Business Development (2006-2009). Qualifications Doug Milroy brings to the Board his expertise, executive leadership experience and management of a public company. Doug has extensive global leadership experience in business-to-business organizations. Doug provides the Board valuable insight with respect to his experience with global operational, strategic and management matters. Doug has a Bachelor’s degree from the University of Minnesota and an M.B.A. from The Harvard Business School. Other Public Company Boards: None Other Public Company Boards (last five years): G&K Services, Inc. (2009-2017)



Director / Nominee			Entity ~~and Relationship~~	Transactions	% of Entity’s Annual Revenues in Each of the Last 3 years
Andrew Cecere			U.S. Bancorp	U.S. Bancorp provides commercial banking, brokerage, trust and financing services, cash management, and foreign exchange services, serves as a co-lead participant in our syndicated revolving credit facility (fiscal ~~2015 and fiscal~~ 2017), and ~~has served~~serves as the lead ~~placement agent for a private placement~~bank in our 364-day revolving credit facility (fiscal ~~2015)~~2020).⁽¹⁾	Less than 1%
Pilar Cruz			Cargill, Incorporated	We sell products to Cargill, Incorporated.	~~Less than 1%~~
~~Michael J. Hoffman~~	~~The Toro Company~~	~~We sell products to The Toro Company.~~	~~Less than 1%~~
~~Douglas A. Milroy~~	~~G&K Services, Inc.~~	~~We purchase uniform and facility product rental services from G&K Services.~~	Less than 1%
Willard D. Oberton			Fastenal Company	We sell products to and purchase products from Fastenal Company.	Less than 1%
James J. Owens			H.B. Fuller	We sell products to and purchase products from H.B. Fuller.	Less than 1%
Ajita G. Rajendra			A.O. Smith Corporation	We sell products to A.O. Smith Corporation.	Less than 1%
John P. Wiehoff			C.H. Robinson Worldwide, Inc.	We purchase logistics services from C.H. Robinson Worldwide, Inc.	Less than 1%



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



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



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


Fiscal 2017 Performance Measures ⁽¹⁾	Weighting	Threshold	Target	Maximum	Actual	Payout Multiplier
Fiscal 2020 Performance Measures ⁽¹⁾							Fiscal 2020 Performance Measures ⁽¹⁾	Weighting	Threshold	Target	Maximum	Actual	Payout Scheme ⁽⁵⁾
Company Net Sales - Incentive	30%	$2.008 billion	$2.209 billion -$2.254 billion	$2.454 billion	$2.350 billion	148.1%	Company Net Sales - Incentive	30%	$2.601 billion	$2.861 billion -$2.919 billion	$3.179 billion	$2.582 billion	0%
Company Diluted EPS - Incentive ⁽²⁾	50%	$1.36	$1.60	$1.84	$1.73	154.2%	Company Diluted EPS - Incentive ⁽²⁾	50%	$1.96	$2.31 - $2.34	$2.69	$2.00	46.86%
Company ROI - Incentive	20%	15.6%	17.3%	19.0%	20.0%	200.0%	Company ROI - Incentive	20%	15.5%	17.2% - 17.4%	19.1%	14.9%	0%
Engine Net Sales - Incentive⁽³⁾	30%	$1.267 billion	$1.393 billion - $1.421 billion	$1.548 billion	$1.532 billion	187.2%	Engine Net Sales - Incentive⁽³⁾	30%	$1.727 billion	$1.900 billion - $1.938 billion	$2.111 billion	$1.727 billion	40.14%
Engine ROI - Incentive ⁽³⁾	20%	19.0%	21.1%	23.2%	25.6%	200.0%	Engine ROI - Incentive ⁽³⁾	20%	18.1%	20.1%	22.1%	17.4%	0%
Industrial Net Sales - Incentive ⁽⁴⁾	30%	$741.6 million	$815.8 million - $832.3 million	$906.4 million	$818.6 million	100.0%	Industrial Net Sales - Incentive ⁽⁴⁾	30%	$0.874 billion	$0.962 billion - $0.981 billion	$1.068 billion	$0.854 billion	0%
Industrial ROI - Incentive ⁽⁴⁾	20%	16.7%	18.5%	20.4%	21.2%	200.0%	Industrial ROI - Incentive ⁽⁴⁾	20%	17.3%	19.2%	21.1%	16.0%	0%


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


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


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


Name	Target Award as a % of Base Salary	Target Award ($)	Actual Payout ($)	Name	Target Award as a % of Base Salary		Target Award ($)	Actual Payout ($)
Tod E. Carpenter	100%	900,000	1,453,590	Tod E. Carpenter	115	%	1,150,000	269,429
Scott J. Robinson	65%	270,400	436,723	Scott J. Robinson	75	%	390,000	91,371
Thomas R. Scalf	60%	253,290	438,825	Thomas R. Scalf	65	%	305,500	108,363
Jeffrey E. Spethmann	60%	223,650	328,944	Jeffrey E. Spethmann	65	%	295,750	69,290
Amy C. Becker	50%	175,230	283,014	Amy C. Becker	60	%	249,000	58,337


Name	Long-Term Compensation Plan Award (Target Shares)	Stock Option Award (Shares)
Tod E. Carpenter	38,900	178,600
Scott J. Robinson	9,700	44,600
Thomas R. Scalf	7,700	35,200
Jeffrey E. Spethmann	7,700	35,200
Amy C. Becker	5,400	24,700


Fiscal 2018-2020 Performance Measures	Target	Actual	Payout Achievement
Company Net Sales - Incentive	$7,902,807	$8,160,820	111.2%
Company ROI - Incentive	17.2%	15.5%



Position	Donaldson Stock Ownership Requirement	Common Market Practice on Stock Ownership Requirement
CEO	10 times base salary	5 times base salary
CFO & Senior Vice Presidents	5 times base salary	3 times base salary
Vice Presidents	3 times base salary	1 time base salary



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

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

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

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

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


~~(1)~~	This column represents base salary earned by the NEOs for the reported fiscal years. The amounts reflect any applicable cash compensation deferred at the election of the NEOs under the Deferred Compensation and 401(k) Excess Plan. For more information on the Deferred Compensation and 401(k) Excess Plan, see the Non-Qualified Deferred Compensation section.


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


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


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

Willard D. Oberton

~~Age - 59~~

Age: 62
Director ~~since~~Since: 2006

Lead Director Since: 2017
Committees:
Corporate Governance (Chair)

Biography
Chairman (2014) of Fastenal Company, an industrial and construction supplies company. Previously, President and Chief Executive Officer (2015); Chief Executive Officer (2002-2014); President (2001-2012); Chief Operating Officer (1997-2002); and Executive Vice President (2000-2001).

Qualifications
Will Oberton brings to the Board strong business acumen and his expertise as a public company leader at Fastenal Company. Will served in various sales, operational, and management roles and provides valuable insight from this experience. Will was named 2006 CEO of the Year by Morningstar, Inc. Will is an experienced public company ~~Board~~board member having served on Donaldson’s Board since 2006 and the Fastenal Board since 1999. Will also serves on the Board of Wincraft Inc., a privately held company. Will has a Marketing degree from St. Cloud Technical and Community College.

Other Public Company Boards: Fastenal Company