Bradley Pogalz
DONALDSON CoAbout Bradley Pogalz
Bradley J. Pogalz is Chief Financial Officer of Donaldson Company, Inc. (DCI) effective November 1, 2024; age 49 . He previously led Global FP&A and EMEA Finance, served as Finance Director for EMEA, and earlier was Director of Investor Relations; he holds a B.S. in Finance (University of St. Thomas) and an MBA (University of Minnesota—Carlson) . Company performance in FY2025: approximately $3.7B sales (record), adjusted operating margin 15.7% (record), adjusted EPS $3.68 (record), with $465M returned via dividends and repurchases; 2024 say‑on‑pay approval was nearly 95% . Five-year TSR stood at 161 vs peer S&P Industrial Machinery 184; FY2025 net income $367M and Diluted EPS – Incentive $3.68 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Donaldson Company, Inc. | Chief Financial Officer | Nov 2024–present | Executive finance leadership; oversight of capital allocation and investor communications |
| Donaldson Company, Inc. | VP Finance – Global FP&A, EMEA Finance | Nov 2022–Oct 2024 | Led global FP&A; regional finance leadership across EMEA |
| Donaldson Company, Inc. | Finance Director – EMEA | Dec 2020–Apr 2023 | Regional financial management and operations across EMEA |
| Donaldson Company, Inc. | Director of Investor Relations | Mar 2015–Dec 2020 | Investor communications; corporate visibility; supported ERM and sustainability |
External Roles
- None disclosed in company filings for public-company boards or external directorships .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $277,920 | $500,000 (annualized post-appointment) |
| Target Bonus % of Base | — | 60% (CFO target; pro‑rated for FY2025) |
| Actual Annual Bonus Paid ($) | — | $269,621 |
Performance Compensation
Annual Incentive Design (Company-level metrics for FY2025)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Actual as % of Target |
|---|---|---|---|---|---|---|
| Net Sales | 30% | $3.188B | $3.751B | $4.313B | $3.691B | 98.41% |
| Diluted EPS – Incentive | 50% | $3.10 | $3.65 | $4.20 | $3.68 | 100.82% |
| Return on Investment | 20% | 16.9% | 19.9% | 22.9% | 19.8% | 99.50% |
| Payout Methodology | 0–200% of target, interpolated; threshold 40%, target 100%, max 200% |
- Pogalz FY2025 target award $268,494; actual payout $269,621 (overall plan achievement ~100%) .
Long-Term Incentives (FY2025 Grants)
| Award Type | Grant Date | Fair Value ($) | Quantity/Terms | Vesting Schedule |
|---|---|---|---|---|
| PSUs (FY2025–FY2027 cycle) | 12/4/2024 | $337,456 | Target 4,600 units | Earn-out over 3 fiscal years; payout 10–200% based on Net Sales and ROI, equally weighted |
| Stock Options (annual) | 10/1/2024 | $125,077 | 5,780 options @ $73.17 exercise | 1/3 each on 10/1/2025, 10/1/2026, 10/1/2027 |
| Stock Options (CFO recognition) | 12/4/2024 | $212,666 | 9,400 options @ $73.36 exercise | 1/3 each on 12/4/2025, 12/4/2026, 12/4/2027 |
- PSU metrics: Net Sales growth and ROI, equal weight; ROI must reach threshold for any payout .
- Prior PSU cycle (FY2023–FY2025) company payout achievement 80.3%; Pogalz did not have a payout for that cycle as a NEO .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (incl. ESOP, deferred shares, in‑window RSUs/options) | 34,008 shares; less than 1% of common stock |
| Shares in ESOP trust | 794 |
| Shares in Deferred Comp/401(k) Excess trust | 47 |
| RSUs and exercisable options included in total | 33,167 |
| Unexercisable options outstanding and vesting | 5,780 (10/1/2025–27), 9,400 (12/4/2025–27) |
| PSUs unearned (target) | 4,600 units; market value $331,062 at 7/31/2025 |
| Pledging/Hedging policy | Directors and Officers prohibited from hedging and pledging company stock |
| Ownership guidelines | CFO required to hold 5x base salary; compliance expected within 5 years |
- Stock options vest in three equal annual installments; unvested schedules: 9/22/2025, 9/21/2025 & 9/21/2026 (older grants), and the 2024 grants vest on 10/1/2025–27 and 12/4/2025–27 .
- Section 16 compliance note: one Form 4 for Pogalz filed late due to company administrative delay .
Employment Terms
- Change-in-Control (CIC) Plan: double-trigger; upon qualifying termination within 24 months post-CIC, Officers receive a cash lump sum equal to 2x base salary plus target annual incentive, additional pension value (up to three years credit), 36 months of benefit continuation, and up to three years outplacement; equity awards accelerate (options/RSUs vest; PSUs paid at target) at CIC .
- Severance absent CIC: no formal officer severance; broad-based salaried plan generally pays one week per year of service (up to 26 weeks) and pro-rated target bonus; limited benefit continuation; unvested equity forfeited .
- Clawbacks: mandatory recoupment of incentive-based comp upon an accounting restatement for Section 16 officers; supplemental policy enables recovery for misconduct for VP+ over prior 3 years .
- Insider trading policy: prohibits short selling, derivatives, margin accounts/pledging, and hedging; blackout periods apply .
Compensation Detail (FY2025 Summary Compensation Table)
| Component | Amount ($) |
|---|---|
| Salary | 433,378 |
| Stock Awards (PSUs grant-date FV) | 337,456 |
| Option Awards (grant-date FV) | 337,743 |
| Non-Equity Incentive (Annual Bonus) | 269,621 |
| All Other Compensation | 745,886 (includes $177,146 expat housing/transport/education, $454,004 tax equalization, $83,541 tax gross-up) |
| Total | 2,124,084 |
Vesting Schedules and Insider Selling Pressure
- Options vesting dates likely to create periodic exercisability: 10/1/2025, 10/1/2026, 10/1/2027 for 5,780 options at $73.17, and 12/4/2025, 12/4/2026, 12/4/2027 for 9,400 options at $73.36 .
- PSU cycle FY2025–FY2027: payout depends on 3-year Net Sales and ROI achievement; payout range 10–200% of target; PSUs paid in stock upon certification .
Performance & Track Record
- FY2025 company highlights: sales ~$3.7B (all-time high), adjusted operating margin 15.7% (record), adjusted EPS $3.68 (record); R&D $88M; capex $77M; returns to shareholders $132M dividends and $334M buybacks .
- Pay-versus-performance disclosure shows CAP vs TSR and EPS over FY2021–FY2025; cumulative TSR 161 vs peer 184 .
Investment Implications
- Alignment: Strong performance linkage via annual EPS, Net Sales, ROI and PSU metrics (Net Sales/ROI) should align CFO incentives with profitability, capital efficiency, and growth .
- Retention/pressure: Multiple option tranches vesting through 2027 and PSU targets could drive retention; watch for selling near vest dates; hedging and pledging prohibitions mitigate misalignment risk .
- Red flags: FY2025 “All Other Compensation” includes tax equalization and tax gross-ups from prior expatriate assignment—shareholder-unfriendly optics; one late Form 4 filing noted, albeit attributed to company administrative delay .
- Ownership: Beneficial ownership is modest (<1%); CFO ownership guideline at 5x salary suggests multi-year accumulation; potential insider buying or retention of vested shares to meet guideline within five years .
- CIC economics: Double-trigger 2x salary+bonus plus equity acceleration could be material in a transaction; investors should model dilution/accelerated payouts in change-of-control scenarios .