James Owens
DONALDSON CoAbout James J. Owens
James J. Owens (age 61) is an independent director of Donaldson Company, Inc. (DCI) and has served on the Board since 2013. He is the retired President and Chief Executive Officer of H.B. Fuller Company (2010–2022) and holds a B.S. in Chemical Engineering from the University of Delaware and an M.B.A. from The Wharton School, University of Pennsylvania . Owens currently serves on DCI’s Audit Committee; the Board has determined he is independent under SEC and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H.B. Fuller Company | President & CEO | 2010–2022 | Led global adhesives provider; prior roles included SVP Americas (2010), SVP North America (2008–2010) |
| National Starch (ICI) – Adhesives | Corporate VP & General Manager; VP & GM EMEA Adhesives | 22 years | Global manufacturing leadership experience across EMEA and Americas |
External Roles
| Company | Role | Period | Notes |
|---|---|---|---|
| H.B. Fuller Company | Director | 2010–2022 | No current public company directorships disclosed; past five-year public boards list includes H.B. Fuller |
Board Governance
- Committee assignments: Audit Committee member; Audit met 8 times in FY25; Board met 6 times; Corporate Governance met 2 times; Human Resources met 5 times .
- Attendance: Each director attended at least 75% of aggregate Board/committee meetings; all directors attended the prior Annual Meeting .
- Independence: Board determined all non-employee directors (including Owens) are independent; only the CEO/Chair (Tod Carpenter) is non-independent .
- Board leadership: CEO also serves as Chair; Christopher M. Hilger appointed Lead Independent Director effective August 1, 2025 with defined executive session and coordination duties .
- Audit Committee expertise: Committee members meet NYSE financial literacy; Rautio and Smiley designated “financial experts”; Owens serves but is not designated a financial expert .
- Executive sessions: Independent directors meet in executive session at every Board and Committee meeting .
- Related-party policy: Audit Committee reviews related person transactions above $120,000; none disclosed involving Owens; Board’s independence review listed ordinary-course transactions tied to other directors/officers (Cargill, Securian, Toro, Thermo Fisher, Hormel), all below thresholds .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2025 | — | 177,460 | 85,962 | 263,422 |
| 2024 | — | 160,215 | 75,933 | 236,148 |
- Program elements: Annual Board Retainer $90,000 (cash, payable quarterly) ; Annual equity value $170,000 effective Jan 2025 (prior $150,000 in 2024) split 50% stock options and 50% RSUs .
- Grant mechanics: Options have 10-year term, vest 1/3 annually over 3 years; RSUs cliff vest 100% on first anniversary; RSU quantity determined by closing price on grant date .
- 2025 grants: Each non-employee director received 3,900 options on January 2, 2025; Owens’ outstanding RSUs count 1,311 as of July 31, 2025; deferred stock awards outstanding 9,437 .
- Deferred compensation elections: Directors may defer cash retainer into deferred cash or deferred stock accounts; deferred cash accrues interest equal to the 10-year U.S. Treasury Bond rate; deferred stock credited with dividends; trust voting passthrough applies .
Performance Compensation
DCI’s non-employee director equity is time-based (options and RSUs) rather than performance-based; there are no director-specific performance metrics tied to annual equity grants . Grant details and outstanding awards:
| Grant/Status | Award Type | Quantity | Strike/Valuation | Vesting |
|---|---|---|---|---|
| Jan 2, 2025 grant | Stock options | 3,900 | Exercise price = closing market price on grant date (company policy) | 1/3 per year over 3 years |
| Jan 2, 2025 grant | RSUs | 1,300 (annual RSUs for each director) | Valued at closing price on grant date | 100% on first anniversary |
| As of Jul 31, 2025 | Options outstanding (exercisable) | 46,401 | — | — |
| As of Jul 31, 2025 | Options outstanding (unexercisable) | 7,699 | — | Vests per 3-year schedule |
| As of Jul 31, 2025 | RSUs outstanding | 1,311 | — | — |
| As of Jul 31, 2025 | Deferred stock awards outstanding | 9,437 | — | Distribution post-retirement per election |
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Transactions |
|---|---|---|---|
| H.B. Fuller Company | Director; President & CEO (management role) | 2010–2022 | No DCI-related transactions disclosed for Owens; Board independence review listed ordinary-course transactions for other directors only . |
Expertise & Qualifications
- Global manufacturing and adhesives industry leadership from H.B. Fuller and National Starch (ICI), including regional GM roles in EMEA and Americas .
- Educational credentials: B.S. Chemical Engineering (University of Delaware); M.B.A. (Wharton) .
- Board qualifications emphasize global operations, strategy, and public company leadership; prior CEO experience .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | Percent of Class | Deferred Stock Units (included) | Options/RSUs Included |
|---|---|---|---|---|
| Sept 22, 2025 | 65,810 | <1% (“*”) | 9,471 | 46,401 options included; RSUs vesting within 60 days included if applicable |
| Sept 23, 2024 | 91,542 | <1% (“*”) | 8,006 | 74,968 options included; RSUs vesting within 60 days included if applicable |
- Outstanding awards (as of Jul 31, 2025): 46,401 exercisable options; 7,699 unexercisable options; 1,311 RSUs .
- Stock ownership guidelines: Non-employee directors must own at least $450,000 in Company stock within 5 years; all directors with ≥5 years service met the requirement (Owens qualifies) .
- Pledging/hedging prohibited; beneficial ownership table notes shares are not subject to any pledge unless indicated .
Governance Assessment
- Board effectiveness: Owens is a long-tenured, independent Audit Committee member with global manufacturing and CEO experience, adding operational and strategic oversight capacity .
- Independence and conflicts: Board-determined independent; no related-party transactions disclosed involving Owens; director commitments policy caps public boards at five (no current public boards for Owens) .
- Attendance and engagement: Meets expectations (≥75% attendance); Audit Committee active (8 meetings); executive sessions held at every Board/committee meeting .
- Ownership alignment: Equity-heavy director compensation, robust stock ownership requirements, and prohibition on hedging/pledging support investor alignment; Owens holds options and deferred stock that further link him to long-term performance .
- RED FLAGS: None disclosed—no hedging/pledging, no related-party dealings, no low attendance, no meeting fees; director compensation program aligned with peer practice and predominantly equity-based .