Pilar Cruz
DONALDSON CoAbout Pilar Cruz
Pilar Cruz (age 54) has served as an independent director of Donaldson Company, Inc. (DCI) since 2017. She is Executive Vice President and Chief Sustainability Officer at Cargill, having previously led Cargill’s Feed and Nutrition and Aqua Nutrition businesses, and Corporate Strategy & Development. She holds a B.A. in Economics from Universidad de Los Andes (Bogotá) and an MBA from the University of Michigan (Ross). The Board determined she is independent under NYSE and SEC rules; she currently serves on DCI’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill, Incorporated | Executive Vice President & Chief Sustainability Officer | 2024–present | Global sustainability leadership; executive role at major DCI customer counterparty |
| Cargill, Incorporated | Chief Sustainability Officer | 2021–2024 | Led enterprise sustainability strategy |
| Cargill, Incorporated | President, Cargill Aqua Nutrition | 2019–2021 | P&L leadership; aquaculture nutrition |
| Cargill, Incorporated | President, Cargill Feed & Nutrition | 2017–2019 | P&L leadership; global operations |
| Cargill, Incorporated | Corporate VP, Corporate Strategy & Development | 2015–2017 | Corporate strategy, M&A |
| Cargill Meats Central America & Europe | Positions of increasing responsibility | 2011–2015 | Regional leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| World Food Program USA | Director (non-profit) | Not disclosed | Non-profit board service |
| Other U.S. public company boards | None | — | No current or past five-year U.S. public company boards |
Board Governance
| Attribute | Detail |
|---|---|
| Committee assignments | Audit Committee member |
| Committee chair roles | None (Audit Committee chaired by Trudy A. Rautio) |
| Financial literacy / expert | Audit members are financially literate; CFO-level “financial expert” designees are Rautio and Smiley (Cruz not designated) |
| Independence | Board determined all non-employee directors, including Cruz, are independent |
| Related-party/transactions review | DCI sells products to Cargill (Cruz’s employer); amounts were less than the greater of $1 million or 2% thresholds and specifically “less than 1%” of Cargill’s revenues; Board maintained independence designation |
| Attendance | Each director attended at least 75% of aggregate Board/Committee meetings; all directors attended the last Annual Meeting |
| FY25 meeting cadence | Board: 6; Audit: 8; Corporate Governance: 2; Human Resources: 5 |
| Lead Independent Director | Christopher M. Hilger became Lead Director effective 2025 |
| Hedging/Pledging | Directors prohibited from hedging and pledging company stock |
| Charters & guidelines | Written charters (incl. Audit); Corporate Governance Guidelines posted on IR site |
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Notes |
|---|---|---|
| 2025 | 78,750 | Board/committee retainers elected in cash or deferred cash; annual Board retainer set at $90,000 for FY25 (program level) |
| Program Elements (FY25 vs FY24) | ||
| Annual Board Retainer | $90,000 (FY25) | Unchanged vs FY24 |
| Annual Equity Value | $170,000 (FY25) | Increased from $150,000 in FY24, effective Jan 2025 |
| Committee Chair Retainers | Audit $22,000; HR $15,000; CG $15,000 | No change vs FY24 |
| Lead Director Retainer | $30,000 | No change vs FY24 |
| Deferred Compensation | Allowed as deferred cash (10-yr UST rate) or deferred stock; deferred stock receives dividend equivalents; trust voting permitted | |
| Stock Ownership Guideline | $450,000 value within 5 years; all directors with ≥5 years tenure met the guideline as of FY25 year-end |
Cruz’s FY2025 Director Compensation (detail):
| Component (FY2025) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 78,750 |
| Stock Awards (incl. deferred stock and RSUs, grant-date fair value) | 98,753 |
| Option Awards (grant-date fair value) | 85,962 |
| Total | 263,465 |
Performance Compensation
Annual non-employee director equity awards are split 50% stock options and 50% RSUs, granted on the first business day following January 1. Options have a 10-year term and vest in three equal annual installments; RSUs cliff vest after one year and accrue dividend equivalents.
FY2025 equity grant specifics:
| Instrument | Grant date | Number | Term | Vesting | Valuation/Price |
|---|---|---|---|---|---|
| Stock Options | Jan 2, 2025 | 3,900 | 10 years | 1/3 per year over 3 years | Exercise price = closing market price on grant date |
| RSUs | First business day after Jan 1, 2025 | 1,300 | — | 100% on first anniversary | Grant-date fair value based on closing price |
Outstanding awards as of July 31, 2025:
| Award Type | Status | Count |
|---|---|---|
| Stock Options | Exercisable | 34,301 |
| Stock Options | Unexercisable | 7,699 |
| Deferred Stock Awards | Outstanding | 4,524 |
| RSUs | Outstanding | 1,311 |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Overlap/Transaction with DCI |
|---|---|---|---|
| Other U.S. public companies | Public | None | No other U.S. public company directorships (current or past five years) |
| Cargill, Incorporated | Private | EVP & CSO (executive role) | DCI sells products to Cargill; less than 1% of Cargill’s revenues; Board maintained Cruz’s independence |
| World Food Program USA | Non-profit | Director | Non-profit board service |
Expertise & Qualifications
- Global P&L and operations leadership across feed, aqua nutrition, and meats; corporate strategy/M&A experience at Cargill .
- Financially literate Audit Committee member; not designated as an SEC “financial expert” (those are Rautio and Smiley) .
- Academic credentials in economics and MBA; global perspective and sustainability expertise (current EVP/CSO at Cargill) .
Equity Ownership
Beneficial ownership (as of Sept 22, 2025):
| Holder | Total Beneficial Ownership (shares) | % of Common Stock | Deferred Stock Units Included | RSUs & Exercisable Options Included |
|---|---|---|---|---|
| Pilar Cruz | 48,781 | * | 4,541 | 34,301 |
Notes:
- “Percent of Common Stock” marked “*” denotes less than 1% of outstanding shares. Shares include vested deferred stock units and any RSUs/options vesting or exercisable within 60 days; shares are not subject to any pledge .
- As of FY2025 year-end, directors with ≥5 years of service had met the $450,000 stock ownership requirement; hedging and pledging are prohibited .
Governance Assessment
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Strengths
- Independence and audit oversight: Independent status affirmed despite ordinary-course transactions between DCI and Cargill; Audit Committee membership and financial literacy enhance oversight of reporting, controls, and risk (cyber included) .
- Engagement: At least 75% attendance; Audit Committee met 8x; all directors attended the Annual Meeting, indicating active engagement .
- Alignment: Director pay is equity-heavy (options and RSUs), with robust stock ownership guidelines met by long-tenured directors, and prohibitions on hedging/pledging; deferred stock elections further align interests .
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Watch items / potential conflicts
- Employer counterparty: Cargill is a DCI customer; while amounts are below materiality thresholds (less than 1% of Cargill’s revenues) and independence is affirmed, investors should monitor for any expansion of related-party exposure and ensure continued robust recusal protocols on relevant matters. The Board’s annual independence review and disclosure mitigate risk .
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Compensation structure observations
- Program changes raised annual equity value from $150,000 to $170,000 effective Jan 2025, increasing equity weighting; equity is split 50/50 between options and RSUs (options can introduce risk-taking incentives, balanced by RSU and ownership guideline features) .
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Overall view
- Cruz brings deep global operating and sustainability expertise with credible audit oversight contribution. Independence appears well managed despite the modest Cargill relationship, with governance structures (charters, independence reviews, ownership rules, hedging/pledging prohibitions) supportive of investor confidence .