Amy Becker
DONALDSON CoAbout Amy Becker
Amy C. Becker is Chief Legal Officer and Corporate Secretary of Donaldson Company, Inc. (DCI) and has been with Donaldson since 1998, progressing from Assistant General Counsel (1998–2014) to Vice President, General Counsel and Secretary (2014–2022) before becoming CLO and Corporate Secretary; she is age 60 and also serves on the Winmark Corporation board . During FY2025, Donaldson delivered approximately $3.7 billion in sales, record adjusted operating margin of 15.7%, and record adjusted diluted EPS of $3.68, with cumulative TSR value at 161 vs. a $100 investment at July 31, 2020; net income was $367 million and Say‑on‑Pay support in 2024 was ~95% . Her compensation is linked to performance through annual cash incentives tied to net sales, adjusted EPS, and ROI, and PSUs tied to three‑year net sales growth and ROI .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Donaldson Company, Inc. | Assistant General Counsel | 1998–2014 | Supported public company governance and legal risk management; contributed to executive compensation and disclosure frameworks . |
| Donaldson Company, Inc. | Vice President, General Counsel and Secretary | Aug 2014–Nov 2022 | Led legal strategy and corporate governance; stewarded policies including CIC plan adoption in 2023 . |
| Donaldson Company, Inc. | Chief Legal Officer and Corporate Secretary | Current | Principal legal officer overseeing governance, compliance, and disclosure; signatory for SEC filings including CIC Plan . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Winmark Corporation (NASDAQ: WINA) | Director | Nov 2022–Present | Brings public company governance and legal expertise to board oversight; cross‑industry perspective . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $481,154 | $510,385 | $531,154 |
| All Other Compensation ($) | $64,462 | $65,951 | $71,362 |
| Perquisites detail (FY2025) | — | — | Retirement contributions $65,395; Life insurance $3,564; Executive physical $2,403; Total $71,362 |
Compensation mix shifts: base salary up 3.9% YoY to $535,000 approved positioning “within a reasonable competitive range” ; perquisites remain modest and standard for officers .
Performance Compensation
Annual Cash Incentive (FY2025)
| Component | Weighting | Target | Actual | Achievement | Payout |
|---|---|---|---|---|---|
| Company Net Sales | 30% | $3.751B | $3.691B | 98.41% | Contributes to payout interpolation |
| Company Diluted EPS - Incentive | 50% | $3.65 | $3.68 | 100.82% | Contributes to payout interpolation |
| Company ROI - Incentive | 20% | 19.9% | 19.8% | 99.50% | Contributes to payout interpolation |
| Individual Target as % of Salary | — | 70% | — | — | — |
| Target Award ($) | — | $374,500 | — | — | — |
| Actual Payout ($) | — | — | $376,073 | — | — |
| Individual AIP Achievement | — | — | 100.42% of target | — | — |
Note: AIP targets and outcomes exclude specified non‑recurring items as approved by the HR Committee .
Long‑Term Incentives (FY2025 grants and outcomes)
| Instrument | Grant Date | Quantity/Value | Key Terms |
|---|---|---|---|
| PSUs (FY2025–FY2027) | 10/01/2024 | Grant date fair value $424,386 | Measures: 50% net sales growth, 50% ROI over three fiscal years; payout range 0–200%; paid in stock . |
| Options (Annual) | 10/01/2024 | 19,800 options; $428,466 GDFV | Strike $73.17; 10‑year term; vest one‑third on each anniversary over 3 years . |
| RSUs | — | None in FY2025 | Beginning FY2025, RSUs generally cliff‑vest after three years when granted . |
PSU Outcome (FY2023–FY2025 cycle):
| Metric/Outcome | Target | Actual | Payout |
|---|---|---|---|
| Net Sales – Incentive (3‑yr) | $10,836,949 | $10,708,018 | 80.3% |
| ROI – Incentive (3‑yr) | 20.5% | 18.3% | Threshold gating; payout reflects matrix |
| Amy Becker PSU Shares | Target 6,900 | Paid 5,541 | 80.3% of target |
FY2025 Option Exercises and PSU Vesting
| Activity | Shares | Value |
|---|---|---|
| Options exercised (FY2025) | 14,500 | $494,643 |
| PSU shares vested (FY2025 cycle paid) | 5,541 | $443,502 |
Equity Ownership & Alignment
| Ownership Metric (as of 9/22/2025) | Value |
|---|---|
| Total beneficial ownership (common) | 230,897 shares; <1% of outstanding |
| Deferred stock units included | 317 shares |
| RSUs and options included in “within 60 days” bucket | 176,135 shares |
| Shares pledged | None; Company policy prohibits pledging |
| Stock ownership requirement | 3× base salary for “All Other Officers” |
| Compliance status | Each NEO with 5+ years met requirement at FY2025 end |
Outstanding Equity Awards detail (FY2025 year‑end):
| Instrument | Status | Quantity | Strike/Terms | Vesting/Expiry |
|---|---|---|---|---|
| Options (various grants) | Exercisable | 18,500; 19,000; 21,500; 21,600; 24,700; 25,800; 20,200 | Strikes $28.00; $42.72; $45.43; $59.18; $51.61; $46.06; $59.40 | Expire 12/17/2025–9/23/2031 |
| Options (recent grants) | Unexercisable | 7,533; 14,133; 19,800 | Strikes $50.89; $59.66; $73.17 | Vest 9/22/2025; 9/21/2025 & 9/21/2026; 10/1/2025–10/1/2027 |
| PSUs (unearned) | Target shares outstanding | 6,700 (FY2023–2026) | Market value $482,199 | 3‑year performance cycle |
| PSUs (unearned) | Target shares outstanding | 5,800 (FY2024–2027) | Market value $417,426 | 3‑year performance cycle |
Ownership policies:
- Hedging, short sales, margin accounts, pledging prohibited for directors/officers/employees .
- Mandatory compensation recovery (clawback) for incentive‑based compensation; supplemental policy extends to VP+ for misconduct .
- Above‑market stock ownership guidelines (CEO 10×, COO/CFO/Presidents 5×, others 3×) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreements | No individual employment, severance, or non‑CIC contracts; at‑will employment; severance at HR Committee discretion outside CIC . |
| CIC Plan Type | Double‑trigger (change in control + qualifying termination within 24 months) . |
| CIC Cash Multiple | Officers: 2× (base salary + target annual incentive) . |
| CIC Equity Treatment (upon CoC) | Unvested options and RSUs vest; PSUs vest and pay at target in a lump‑sum stock distribution . |
| Other CIC Benefits | 36 months of medical/dental/vision/life/disability/accident benefits; outplacement up to three years; excise tax “best‑pay” cutback . |
| Estimated CoC+Termination Payments (as of 7/31/2025) | Cash severance $1,819,000; pension benefits $361,019; benefits continuation $52,248; outplacement $45,000; total $2,277,267 . |
| Severance Plan (non‑CIC) | Broad‑based plan suggests one week per year of service (max 26 weeks) + prorated target AIP; limited benefits continuation . |
| Retirement Provisions | Prorated AIP; options continue to vest; PSUs prorated and paid at cycle end; RSUs prorated . |
| Pension Benefits (FY2025) | Salaried Employees’ Pension Plan present value $598,985; Excess Pension Plan $41,811 . |
| Deferred Compensation (FY2025) | Exec contributions $30,004; company match $42,006; earnings $125,921; aggregate balance $1,207,217 . |
Compensation Structure Analysis
- Mix and trajectory: Base salary increased to align with market (+3.9% YoY to $535,000), while FY2025 AIP paid near target ($376,073, 100.42% of target), and equity grants (PSUs $424,386; options $428,466) remain 50/50 across PSUs and options, maintaining pay‑for‑performance orientation .
- Long‑term alignment: PSUs for FY2023–FY2025 paid 80.3% of target, reflecting disciplined payout calibration; RSUs are not part of annual officer compensation and cliff‑vest when granted for retention, limiting near‑term guaranteed equity .
- Governance strength: Robust clawback, hedging/pledging prohibitions, and above‑market ownership guidelines (3× salary for Becker category) reinforce alignment; 2024 Say‑on‑Pay ~95% indicates shareholder support for plan design .
Investment Implications
- Alignment and retention: Becker’s package emphasizes variable pay with performance‑based AIP and PSUs, plus options that vest over three years, indicating strong alignment with shareholder returns while creating retention hooks through multi‑year vesting schedules (options and PSUs) .
- Selling pressure watch: Notable upcoming option vesting dates include 9/22/2025 (2012 grants vest remaining tranche), 9/21/2025 & 9/21/2026 (2023 grants), and 10/1/2025–10/1/2027 (2024 grants), which can coincide with Form 4 activity; FY2025 saw 14,500 options exercised and PSU vesting, indicative of periodic liquidity events around vesting dates .
- Risk controls: No pledging or hedging permitted and mandatory clawbacks reduce governance risk; CIC benefits are double‑trigger and sized at 2× cash, reasonable for retention while limiting windfalls. Estimated CIC+termination payout of ~$2.28M provides moderate protection without tax gross‑ups, a shareholder‑friendly structure .
- Company performance context: Record adjusted margins and EPS in FY2025, consistent dividends and buybacks, but TSR lagged peer index (Company 161 vs. peer 184 since FY2020 base), suggesting continued focus on long‑term growth and ROI targets embedded in comp design .
Note: All figures are as disclosed in Donaldson’s FY2025 Proxy and related filings; external biographical details for Amy Becker are corroborated via Winmark’s 2025 Proxy. Citations: .