Christopher Hilger
DONALDSON CoAbout Christopher M. Hilger
Christopher M. Hilger (age 60) is an independent director of Donaldson Company, Inc. (DCI) since 2021 and was appointed Lead Director effective August 1, 2025. He is Chairman, President and CEO of Securian Financial Group (CEO since 2015; President 2012–2015), with a Bachelor’s degree in Finance from Indiana University. His background includes distribution development, M&A, and strategic planning at Securian (joined 2004) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Securian Financial Group, Inc. | Chairman, President & CEO | 2017–present (CEO since 2015; President 2012–2015) | Led distribution development, M&A, and strategic planning |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Federal Reserve Bank of Minnesota | Board member | Ongoing |
| St. Paul Downtown Alliance | Co‑Chair | Ongoing |
| Minnesota Business Partnership | Executive committee member | Ongoing |
Board Governance
- Committees: Chair, Corporate Governance Committee (effective Aug 1, 2025); Member, Human Resources Committee .
- Lead Independent Director: Appointed effective Aug 1, 2025, with duties including coordinating independent director activities and executive sessions .
- Independence: Board determined Hilger is independent under NYSE/SEC standards .
- Attendance and engagement: Directors met in executive session at every Board and Committee meeting; each director attended at least 75% of meetings in FY25. FY25 meetings: Board 6, Audit 8, Corporate Governance 2, Human Resources 5 .
Fixed Compensation
| Element | Fiscal 2024 | Fiscal 2025 | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $90,000 | $90,000 | Retainer increased to $90k effective April 2024 |
| Annual Equity Value | $150,000 | $170,000 | Increased to $170k effective Jan 2025 |
| Lead Director Retainer | $30,000 | $30,000 | Role assigned to Hilger Aug 1, 2025 |
| Corporate Governance Chair Retainer | $15,000 | $15,000 | Hilger became CG Chair Aug 1, 2025 |
| Director Stock Ownership Requirement | $450,000 value | $450,000 value | Must be achieved within 5 years of election |
| 2024 Option Grant | 3,700 options | — | Granted Jan 2, 2024; 10-year term; vests in 3 equal annual installments; exercise price = grant date close |
| 2025 Option Grant | — | 3,900 options | Granted Jan 2, 2025; 10-year term; vests in 3 equal annual installments; exercise price = grant date close |
| Annual RSU Grant | 1,200 RSUs (2024) | 1,300 RSUs (2025) | RSUs cliff vest 1 year after grant; dividend equivalents accrue |
| Christopher M. Hilger – Director Compensation | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | — | — |
| Stock Awards ($) | 160,215 | 177,460 |
| Option Awards ($) | 75,933 | 85,962 |
| Total ($) | 236,148 | 263,422 |
| Deferred Stock Awards (outstanding, units) | 3,637 | 5,029 |
| Outstanding RSUs (units) | 1,209 | 1,311 |
| Options Outstanding – Exercisable (units) | 4,735 | 9,001 |
| Options Outstanding – Unexercisable (units) | 8,065 | 7,699 |
Performance Compensation
The non‑employee director program is time‑based equity (options and RSUs) and cash retainers; there are no performance‑based director metrics. As HR Committee member, Hilger oversees the Officer incentive framework and outcomes:
| Fiscal 2025 Officer Annual Incentive Metrics | Weighting | Threshold | Target | Maximum | Actual | Actual % of Target |
|---|---|---|---|---|---|---|
| Company Net Sales | 30% | $3.188B | $3.751B | $4.313B | $3.691B | 98.41% |
| Company Diluted EPS – Incentive | 50% | $3.10 | $3.65 | $4.20 | $3.68 | 100.82% |
| Company Return on Investment | 20% | 16.9% | 19.9% | 22.9% | 19.8% | 99.50% |
Oversight practices include use of WTW as independent compensation consultant, majority independent HR Committee, and formal clawback policies covering incentive‑based compensation .
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlock/Transaction with DCI | Materiality/Independence |
|---|---|---|---|---|
| Securian Financial Group, Inc. | Chairman, President & CEO | No | DCI purchases products from Securian | <1% of Securian revenues; Board deemed Hilger independent |
| Federal Reserve Bank of Minnesota | Board member | No | None disclosed | N/A |
| St. Paul Downtown Alliance | Co‑Chair | No | None disclosed | N/A |
| Minnesota Business Partnership | Executive committee | No | None disclosed | N/A |
| Other U.S. public company boards (last 5 years) | None | — | — | None |
Expertise & Qualifications
- Executive leadership and financial expertise as CEO of Securian; experience in distribution, M&A, strategic planning .
- Governance credibility via Lead Director role and Corporate Governance Committee Chair at DCI .
- External civic/financial ecosystem roles (Federal Reserve Bank of Minnesota; St. Paul Downtown Alliance; Minnesota Business Partnership) expanding stakeholder engagement .
Equity Ownership
| Metric | Sep 23, 2024 | Sep 22, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 14,263 | 21,308 |
| Percent of Outstanding | <1% | <1% |
| Deferred Stock Units (included above) | 3,651 | 5,154 |
| RSUs and Exercisable Options (included above) | Options exercisable: 4,735 | Options exercisable: 9,001 |
| Options Unexercisable (outstanding) | 8,065 | 7,699 |
| Outstanding RSUs (units) | 1,209 | 1,311 |
| Hedging/Pledging | Prohibited by insider trading policy | Prohibited |
| Director Ownership Guideline | $450,000 within 5 years of election | $450,000 within 5 years |
Governance Assessment
- Independence and role clarity: Hilger is independent, now Lead Director and Corporate Governance Chair, reinforcing board oversight and executive session leadership. Executive sessions occur at every Board and Committee meeting, supporting healthy challenge and oversight .
- Attendance/engagement: FY25 meeting cadence indicates active committee work; policy expectation ≥75% attendance met by all directors .
- Pay structure and alignment: Director pay is weighted to equity (50% options; 50% RSUs), with cash fees flat year‑over‑year and equity value increased to $170k in 2025; Hilger’s FY2025 cash fees column is “—”, while stock/options totaled $263,422, underscoring equity alignment. Ownership guidelines of $450k within 5 years and prohibitions on hedging/pledging strengthen alignment .
- Potential conflicts: DCI purchases products from Securian Financial (<1% of revenues) and Board affirmed independence after applying the Related Person Transaction Policy and thresholds. This is low‑materiality but should be monitored given Hilger’s CEO role at Securian .
- Compensation oversight signals: HR Committee composition (including Hilger) uses independent consultant WTW, applied balanced performance metrics (Net Sales, EPS, ROI) with clear target bands and clawbacks, supporting pay‑for‑performance credibility. Say‑on‑Pay support was ~95% in 2024, indicating investor confidence in compensation governance .
RED FLAGS: None material disclosed for Hilger. Minor related‑party exposure via Securian (<1% of revenues; independence affirmed). No hedging/pledging allowed; Section 16 compliance indicates no director filing issues disclosed for FY25 .