Richard Olson
DONALDSON CoAbout Richard M. Olson
Richard M. “Rick” Olson (age 61) is an independent director of Donaldson Company, Inc. (DCI) since 2022 and serves on the Corporate Governance and Human Resources Committees; he is Chairman of the Board and President & CEO of The Toro Company, where he has held multiple senior leadership roles since joining in 1986, and holds a B.S. in Industrial Technology (Iowa State) and an MBA (University of Minnesota – Carlson) . He meets NYSE independence standards; all non-employee directors at DCI are independent, and each director attended at least 75% of Board and committee meetings in FY25 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Toro Company | President & Chief Operating Officer | 2015–2016 | Progressed through leadership roles; public company operating track record |
| The Toro Company | Group VP, International Business, Micro Irrigation Business and Distributor Development | 2014–2015 | Global operations leadership |
| The Toro Company | VP, International Business | 2013–2014 | International expansion and operations |
| The Toro Company | Various leadership, operations, engineering roles | 1986–2013 | Deep product/operations expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Toro Company | Chairman of the Board; President & CEO | Chairman since 2017; CEO since 2016 | Current public company; industry peer/partner to DCI in select sales |
| The Toro Foundation | Director | Current | Community/charitable governance role |
| University of Minnesota – Carlson School of Management | Board of Advisors | Current | Academic advisory role |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NYSE and SEC standards (all non-employee directors deemed independent) |
| Committees | Corporate Governance (member); Human Resources (member) |
| Chair Roles | None (CG Chair: C.M. Hilger; HR Chair: A.G. Rajendra) |
| FY25 Meetings | Board 6; Audit 8; Corporate Governance 2; Human Resources 5 |
| Attendance | Each director attended ≥75% of aggregate Board/Committee meetings; all directors attended last Annual Meeting |
| Executive Sessions | Independent directors meet in executive session at every Board and Committee meeting |
| Lead Director | C.M. Hilger (effective Aug 1, 2025); oversight of independent director activities |
| Director Commitments Policy | Max 5 public boards (incl. DCI); if serving as a public company CEO, max 2 public boards total (incl. DCI); pre-approval required; conflict review process in place |
Fixed Compensation
| Component (FY25) | Amount |
|---|---|
| Annual Board Retainer (cash) | $90,000 |
| Committee Chair/Lead Fees | Not applicable (no chair/lead role) |
| Director Compensation Structure | Cash retainers plus equity; equity value set at $170,000 effective Jan 2025 (split 50% options / 50% RSUs) |
| Deferral Features | May defer retainers into cash or stock accounts (director plan) |
| FY25 Director Compensation (Olson) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (RSUs/deferred stock) | $87,477 |
| Option Awards (grant-date fair value) | $85,962 |
| Total | $263,439 |
Performance Compensation
| Annual Equity Grant Mechanics | Detail |
|---|---|
| Grant Timing | First business day following January 1 (FY25 grants: Jan 2, 2025) |
| Mix | 50% stock options; 50% RSUs |
| RSU Grant Size (FY25) | 1,300 RSUs (per non-employee director) |
| Option Grant Size (FY25) | 3,900 options (per non-employee director) |
| Option Term/Vesting | 10-year term; vests 1/3 annually over 3 years |
| RSU Vesting | Cliff vest 100% on first anniversary; dividend equivalents accrue |
| Strike Price | Equal to closing market price on grant date (Jan 2, 2025) |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transaction | Materiality/Board View |
|---|---|---|---|
| The Toro Company | Olson is Chairman, President & CEO | DCI sells products to Toro | Transactions were < the greater of $1 million or 2% of each party’s revenues; Board determined independence; all transactions ordinary course and below thresholds |
Expertise & Qualifications
- Public company leadership: Chairman, President & CEO at The Toro Company; extensive global operations and engineering background since 1986 .
- Governance and strategy: Member of DCI’s Corporate Governance and Human Resources Committees; experience leading growth, technology, and investment strategies at Toro .
- Education: B.S. Industrial Technology (Iowa State University); MBA (University of Minnesota – Carlson) .
Equity Ownership
| Beneficial Ownership (as of Sep 22, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 12,458 |
| Percent of Class | <1% |
| Deferred Stock Units Included | — |
| RSUs & Options Included in Total | 8,601 (RSUs/options vesting within 60 days and/or exercisable) |
| Outstanding Equity (as of Jul 31, 2025) | Amount |
|---|---|
| Options Outstanding – Exercisable | 8,601 |
| Options Outstanding – Unexercisable | 7,699 |
| RSUs Outstanding | 1,311 |
| Ownership Policy | Status |
|---|---|
| Director Stock Ownership Requirement | $450,000 within 5 years of election; all non-employee directors with ≥5 years tenure met requirement as of FY25 |
| Hedging/Pledging | Prohibited for directors, officers, employees (no hedging, shorting, derivatives, margin, or pledging) |
Governance Assessment
- Strengths
- Independence and committee service: Olson is independent and serves on Corporate Governance and Human Resources Committees; all such committees comprise independent directors .
- Attendance and engagement: Met the ≥75% attendance threshold; independent directors meet in executive session at every meeting, supporting robust oversight .
- Pay alignment and structure: Director compensation balanced between cash and equity, with transparent vesting and deferral features; equity split between options and RSUs promotes alignment with shareholders .
- Risk controls: Prohibitions on hedging/pledging; robust related-person transaction policy overseen by the Audit Committee .
- Workload limits: As a sitting public-company CEO, Olson is subject to a two-board cap (including DCI); his DCI service is within policy .
- Watch items / potential conflicts
- Related-party exposure: DCI sells products to The Toro Company where Olson is CEO/Chair; amounts are <1% and below independence thresholds, and the Board affirmed independence, but ongoing monitoring is prudent given the business linkage .
- Time demands: Dual role as Toro CEO/Chair plus DCI directorship could constrain bandwidth; mitigated by DCI board limits and committee structure .
- Additional investor-confidence signals
- Say-on-Pay support: DCI’s 2024 say-on-pay received nearly 95% support, indicating broad shareholder endorsement of compensation governance .
- Section 16 compliance: All director/officer Section 16(a) filing requirements were satisfied in FY25 (late filings only for two non-director individuals due to admin delays); no issues noted for Olson .