DCINYSESEC EDGAREDGAR

DONALDSON Co INC

Industrial & Commercial Fans & Blowers & Air Purifing Equip·BLOOMINGTON, MN·FY end 07/31·CIK 29644

Board of Directors

10 members · 9 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Tod E. CarpenterChair11y66
Douglas A. MilroyDirector9y66AuditHuman Resources$263,439
Richard M. OlsonDirector3y61NCGHuman Resources$263,439
Daniel P. ShineDirector57
Jacinth C. SmileyDirector3y57Audit$263,443
Pilar CruzDirector8y54Audit$263,465
Ajita G. RajendraDirector15y73Human Resources$278,439
Christopher M. HilgerLead Independent4y60NCGHuman Resources$263,422
James J. OwensDirector12y61Audit$263,422
Trudy A. RautioDirector10y72AuditNCG$285,429

Risk-factor diff

FY 2025 10-K vs. FY 2024
+6 new4 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

Tariffs - costs associated with complying with potential new or incremental tariffs could negatively affect our business and results of operations.

NEW · FY 2025

Steps taken by governments to consider applying additional or new tariffs have the potential to disrupt existing supply chains, impose additional costs on our business, and could lead to other countries attempting to retaliate by imposing tariffs, which would make our products more expensive for customers, and, in turn, could make our products less competitive. Any additional tariffs in the United States or retaliatory tariffs imposed by other governments could exacerbate the impact. Any new, substantial tariff increases on imports to the United States from Mexico, China and the European Union…

NEW · FY 2025

Our ability to fulfill customer orders is dependent on our manufacturing and distribution operations. Unexpected or extreme changes in demand could result in longer lead times because additional plant capacity takes significant time to bring online. We cannot guarantee we will be able to adjust manufacturing capacity, in the short-term, to meet higher customer demand. Efficient operations require streamlining processes to maintain or reduce lead times, which we may not be capable of achieving. Unacceptable levels of service for key customers may result if we are not able to fulfill orders on a…

NEW · FY 2025

l projections assume certain ongoing productivity improvements as a key component of our business strategy to, among other things, contain manufacturing and operating expenses, maintain competitiveness, increase operating efficiencies and align manufacturing capacity to demand. We may not be able to realize the expected benefits and cost savings if we do not successfully execute these plans while continuing to invest in business growth. Such cost savings may not otherwise be realized or other difficulties could be encountered, which could adversely impact our business, results of operations, f…

NEW · FY 2025

Sustainability - achieving commitments could result in additional costs and our inability to achieve them could have an adverse impact on our reputation and performance.

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.