Douglas Milroy
DONALDSON CoAbout Douglas A. Milroy
Douglas A. Milroy, age 66, is an independent director of Donaldson Company, Inc. (DCI) who has served on the Board since 2016; he sits on the Audit and Human Resources (HR) Committees . He is the former CEO (2009–2017) and Chairman (2014–2017) of G&K Services, Inc., with earlier leadership in Direct Purchase and Business Development (2006–2009); he holds a bachelor’s degree from the University of Minnesota and an MBA from Harvard Business School . The Board has determined he meets SEC/NYSE independence standards, and he is not designated as an Audit Committee financial expert (experts named are Trudy A. Rautio and Jacinth C. Smiley) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G&K Services, Inc. | President, Direct Purchase & Business Development | 2006–2009 | B2B growth and business development leadership |
| G&K Services, Inc. | Chief Executive Officer | 2009–2017 | Public company executive leadership; global operational, strategic and management experience |
| G&K Services, Inc. | Chairman | 2014–2017 | Oversight and governance of service-based programs; global leadership |
External Roles
| Category | Organization | Role | Tenure | Notes |
|---|---|---|---|---|
| Public company boards (current & past 5 years) | — | — | — | None |
Board Governance
- Committee assignments: Member, Audit Committee; Member, HR Committee; not a chair; Board met 6 times in FY25; Audit 8; Corporate Governance 2; HR 5 .
- Attendance and engagement: Each director attended at least 75% of aggregate Board and Committee meetings; all directors attended last year’s Annual Meeting .
- Independence: Board determined all non-employee directors (including Milroy) are independent under SEC/NYSE rules; all members of Corporate Governance, Audit, and HR Committees are independent .
- Audit Committee composition: Members are Pilar Cruz, Trudy A. Rautio (Chair), Douglas A. Milroy, Jacinth C. Smiley, and James J. Owens; Audit Committee met eight times in FY25 .
- Hedging/pledging policy: Directors are prohibited from short selling, pledging company securities, and engaging in hedging or derivative transactions in Company stock .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $90,000 | Paid quarterly; directors may elect to defer cash or stock |
| Committee chair retainers | Audit Chair $22,000; HR Chair $15,000; Governance Chair $15,000 (if applicable) | Milroy is not a chair |
| Lead Independent Director retainer | $30,000 | Lead Director is Christopher M. Hilger since 2025 |
| FY2025 Fees Earned (Milroy) | $90,000 | Cash and any elected deferrals |
Performance Compensation
| Equity Component | Grant Detail | Quantity/Value | Vesting/Term | Notes |
|---|---|---|---|---|
| Annual Equity Value | Target for FY2025 | $170,000 (50% options; 50% RSUs) | — | Increase from $150,000 effective January 2025 |
| RSUs | Annual grant (Jan 2, 2025) | 1,300 units | Cliff vest 100% at 1 year; dividend equivalents | Grant-date fair value included in “Stock Awards” |
| Stock Options | Annual grant (Jan 2, 2025) | 3,900 options | 10-year term; vests 1/3 annually starting year 1; exercise price = closing price on grant date | |
| FY2025 Stock Awards (Milroy) | Aggregate grant-date fair value | $87,477 | — | Includes deferred stock elections and RSUs |
| FY2025 Option Awards (Milroy) | Aggregate grant-date fair value | $85,962 | — | Black-Scholes valuation |
Performance metrics do not apply to non-employee director equity; RSUs and options are time-based (no TSR/financial targets), aligning director pay with share value and tenure . Executive pay metrics (context only): Diluted EPS – Incentive, Net Sales, Return on Investment, Net Operating Profit (used for NEOs, not directors) .
Other Directorships & Interlocks
| Director | Other U.S. Public Company Boards (current & past 5 years) | Interlocks/Transactions Noted |
|---|---|---|
| Douglas A. Milroy | None | None disclosed involving Milroy; Board reviewed routine transactions with other directors’ affiliated entities under immaterial thresholds; independence affirmed |
Expertise & Qualifications
- Executive leadership of a public company (CEO/Chairman, G&K Services) with global B2B operations; brings operational, strategic, and management insight to DCI’s Board .
- Education: Bachelor’s degree (University of Minnesota); MBA (Harvard Business School) .
- Audit Committee financial expert designation: Not designated (experts are Rautio and Smiley); all Audit members meet NYSE financial literacy .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 46,042 shares (less than 1%) | Includes shares with voting/disposition power; not subject to pledge |
| Deferred stock units included | 1,568 units | Held in director deferred stock account trust |
| RSUs and exercisable options included | 33,201 | Within 60 days of Sept 22, 2025 |
| Trust holdings | 11,272 shares | Held in a trust of which Mr. Milroy and his spouse are trustees/beneficiaries |
| Outstanding options | Exercisable: 33,201; Unexercisable: 7,699 | As of July 31, 2025 |
| Deferred stock awards outstanding | 1,562 | As of July 31, 2025 |
| RSUs outstanding | 1,311 | As of July 31, 2025 |
| Stock ownership guideline | $450,000 minimum within five years | Counts in-the-money vested options (net of exercise cost) |
| Guideline compliance | Met for all directors with ≥5 years’ tenure (includes Milroy) | — |
Director Compensation (FY2025)
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Douglas A. Milroy | 90,000 | 87,477 | 85,962 | 263,439 |
Governance Assessment
- Board effectiveness and engagement: Milroy serves on both Audit and HR Committees, positioning him at the intersection of financial integrity and human capital oversight; Audit met eight times and HR met five times in FY25, with minimum 75% attendance for all directors and full Annual Meeting attendance—supportive of active oversight .
- Independence and conflicts: Independence affirmed; no related-party transactions involving Milroy disclosed; hedging and pledging are prohibited by policy; beneficially owned shares are not pledged, and routine third-party transactions reviewed by the Board were immaterial and unrelated to Milroy .
- Compensation alignment: Director pay is balanced between cash retainer and equity (~$170k annual equity split evenly between RSUs and options), with time-based vesting that promotes longer-term alignment rather than short-term target gaming; ownership guidelines at $450,000 (met for directors ≥5 years) support alignment and skin-in-the-game .
- Red flags: None apparent—no late Section 16 filings cited for Milroy, no pledging/hedging, no interlocks or related-party dealings; note that director equity lacks performance conditions (typical for directors), so alignment relies on equity value exposure and ownership requirements .