Tod E. Carpenter

Chairman, President, and CEO at DONALDSON Co

Board

Since November 2017

Age

65 years

Education

Earned a Bachelor's Degree in Manufacturing Technology from Indiana State University and an M.B.A. from Long Beach State University.

Tenure

Joined DCI in 1996 and progressively advanced through roles such as Director of Operations, General Manager of Gas Turbine and Industrial Filtration Systems, various Vice President positions, Senior Vice President, Chief Operating Officer, and later became President, CEO, and Chairman.

Also at DONALDSON Co

ACB

Amy C. Becker

Chief Legal Officer and Secretary

Andrew Dahlgren

President, Mobile Solutions

Guillermo Briseño

President, Industrial Solutions

About

Tod E. Carpenter was born in 1959 and is currently 65 years old as of August 2024. He earned a Bachelor's Degree in Manufacturing Technology from Indiana State University and an M.B.A. from Long Beach State University, laying a strong academic foundation for his extensive career.

He began his long tenure at DCI in 1996, quickly taking on increasing responsibilities that showcased his leadership and industry expertise. Over the years, he has held positions including Director of Operations for Gas Turbine Systems, General Manager roles in both Gas Turbine and Industrial Filtration Systems, and key Vice President roles in global industrial and regional management.

His career trajectory at DCI continued with promotions to Senior Vice President, then to Chief Operating Officer in April 2014, and further to President and CEO in April 2015. In November 2017, he was elevated to the role of Chairman, President, and CEO, reflecting the confidence the organization has in his strategic vision and leadership.

Beyond his executive role at DCI, his service on various boards underscores his commitment to fostering innovation and excellence within the industry. His leadership continues to drive significant growth and strategic initiatives at DCI, while his involvement in external organizations furthers his impact in the broader business community.

$DCI Performance Under Tod E. Carpenter

Past Roles

Organization	Role	Date Range	Details
Donaldson Company, Inc.	Chief Operating Officer	2014 - 2015	Promoted to President and CEO in 2015
Donaldson Company, Inc.	Senior Vice President, Engine Products	2011 - 2014	N/A [N/A]
Donaldson Company, Inc.	Vice President, Europe and Middle East	2008 - 2011	N/A [N/A]
Donaldson Company, Inc.	Vice President, Global Industrial Filtration Systems	2006 - 2008	N/A [N/A]
Donaldson Company, Inc.	General Manager, Industrial Filtration Systems	N/A [N/A]	N/A [N/A]
Donaldson Company, Inc.	General Manager, Gas Turbine Systems	N/A [N/A]	N/A [N/A]
Donaldson Company, Inc.	Director of Operations, Gas Turbine Systems	N/A [N/A]	N/A [N/A]

External Roles

Organization	Role	Date Range	Details
AMETK, Inc.	Board of Directors	2019 - Present	N/A [N/A]
Carlson School of Management at the University of Minnesota	Board of Advisors	N/A [N/A]	N/A [N/A]

Fixed Compensation

Data from FY 2024

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$1,070,000	Annual	Annual base salary approved by the HR Committee; no increase from fiscal 2023.
Retirement Contributions	$83,732	Annual	Includes company match to the Retirement Savings, Employee Stock Ownership Plan, Deferred Compensation, and 401(k) plans.
Life Insurance	$4,644	Annual	Imputed income on company-provided basic life insurance in excess of $50,000.
Executive Physical	$4,079	Annual	Imputed income for health assessments not covered through regular medical insurance.

Performance Compensation

Data from FY 2024

Annual Cash Incentive Plan

Metric	Weight	Threshold / Target / Maximum	Actual Result
Company Net Sales	30%	Threshold: $3.113B (91.65% of target), Target: $3.663B, Maximum: $4.212B	$3.586B
Company Diluted EPS - Incentive	50%	Threshold: $2.78, Target: $3.27, Maximum: $3.76	$3.42 (130.61% of target)
Company Working Capital Days	20%	Threshold: 93 days, Target: 81 days, Maximum: 69 days	78 days (125.00% of target)

Payout Ranges:
- 40% of target payout at threshold performance
- 100% of target payout at target performance
- 200% of target payout at maximum performance
Target Award: 120% of base salary = $1,284,000 with an actual payout of $1,512,680 (117.81% of target achieved)
Vesting: No vesting schedule; payouts are made based on fiscal year-end performance.
Evaluation Period: Fiscal 2024

Performance Stock Units (PSUs)

Metric	Detail
Performance Measures	Growth in Net Sales and Return on Invested Capital (ROI)
Payout Levels	Threshold: 40%, Target: 100%, Maximum: 200% of target payout
Award Details	Target: 42,700 shares; Threshold: 4,270 shares; Maximum: 85,400 shares
Grant Date	September 21, 2023
Grant Date Fair Value	$2,547,482
Grant Date Stock Price	$59.66
Vesting Schedule	Three-year performance cycle from August 1, 2023 to July 31, 2026
Conditions	ROI threshold must be achieved; additional payout range available based on net sales performance

Stock Options

Metric	Detail
Grant Date	September 21, 2023
Grant Date Fair Value	$2,549,106
Grant Date Stock Price	$59.66
Exercise Price	$59.66
Number of Options	134,800 options
Vesting Schedule	Vest in three equal annual installments:
	- September 21, 2024: 44,934 options
	- September 21, 2025: 44,933 options
	- September 21, 2026: 44,933 options
Performance Requirements	Time-based; not tied to specific financial metrics
Expiration Date	September 21, 2033 (10-year term)

The performance compensation for fiscal 2024 includes a mix of cash incentives based on financial targets, PSUs tied to dual performance measures, and time-based stock options. All metrics, targets, and vesting details are based on the company's pre-established guidelines as detailed above.