Trudy Rautio
DONALDSON CoAbout Trudy A. Rautio
Independent director at Donaldson Company, Inc. since 2015; age 72. Former President & CEO of Carlson (2012–2015), preceded by EVP & Chief Administrative Officer (2011–2012) and EVP & CFO (2005–2011). Credentials include MBA (University of St. Thomas), BA (Bemidji State), CPA (unlicensed), and Certified Management Accountant; designated Audit Committee financial expert. Current committee roles: Audit Committee Chair and Corporate Governance Committee member. Independence confirmed under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlson (global hospitality & travel, privately held) | President & CEO | 2012–2015 | Led global operations; executive leadership across business, finance, IT; CEO experience strengthens board oversight. |
| Carlson | EVP & Chief Administrative Officer | 2011–2012 | Oversight of administrative/operational functions; relevant to risk and controls. |
| Carlson | EVP & CFO | 2005–2011 | Deep financial leadership; enhances audit oversight and financial literacy. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Taylor Corporation (private) | Director | Current (as of 2025) | Non-public; not a U.S. public company; no DCI related-party transaction disclosed. |
| Securian Financial Group, Inc. (mutual, private) | Director | Disclosed in 2024 proxy | Private; board evaluated independence and transactions with Securian (below thresholds). |
| Merlin Entertainments (public, LSE) | Director | 2015–2019 | Prior U.S. public company board within past five years in 2024 proxy; not within 2025 five-year window. |
Board Governance
- Committee assignments (FY2025): Audit Committee (Chair); Corporate Governance Committee (Member). Audit Committee financial expert designation.
- Independence: Board concluded all non-employee directors (including Rautio) are independent; committee membership fully independent.
- Meetings held FY2025: Board 6; Audit 8; Corporate Governance 2; HR 5; independent directors meet in executive session at every Board and Committee meeting.
- Attendance: Each director attended at least 75% of the aggregate Board and Committee meetings; all directors attended the Annual Meeting.
- Lead Independent Director: Role established; Christopher Hilger appointed Lead Director effective Aug 1, 2025.
- Governance policies: Prohibit hedging/pledging; majority independent board; age/tenure limits (no re-nomination after age 75 or 18 years unless board-approved exception); majority voting standard; annual evaluations; risk oversight includes cybersecurity.
Fixed Compensation
| Fiscal Year | Annual Board Retainer ($) | Committee Chair Fee ($) | Annual Equity Value ($) | Lead Director Retainer ($) |
|---|---|---|---|---|
| 2025 | 90,000 | Audit Chair: 22,000 | 170,000 (effective Jan 2025) | 30,000 |
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Trudy A. Rautio (FY2025) | — | 199,467 | 85,962 | 285,429 |
Notes:
- Non-employee director compensation is equity-heavy; directors may elect to defer cash retainers into deferred cash or stock accounts. Deferred cash accrues interest at the 10-year Treasury rate; deferred stock accounts receive dividend equivalents; trust structure allows pass-through voting; distributions occur post-retirement.
Performance Compensation
Directors do not have performance-based pay metrics (e.g., PSUs tied to company performance) in the non-employee director program; equity mix is standardized (50% options, 50% RSUs). Vesting/award specifics below.
| Equity Component | Grant Detail | Quantity | Vesting | Term/Pricing |
|---|---|---|---|---|
| RSUs (annual) | First business day after Jan 1 | 1,300 units (FY2025) | Cliff vest 100% at 1 year; dividend equivalents accrue | Grant value based on closing price at grant; equity value split 50/50 RSUs/options |
| Stock Options (annual) | Jan 2, 2025 | 3,900 options | Vest 1/3 per year over 3 years | 10-year term; exercise price = closing market price on grant date |
Other Directorships & Interlocks
| Director/Entity | Relationship | DCI Transaction | Materiality |
|---|---|---|---|
| Securian Financial Group | Rautio board service disclosed (2024) | DCI purchases products from Securian (relationship linked to Hilger) | Below thresholds (<1% of either party revenues); independence maintained |
| Taylor Corporation | Rautio current board (2025) | No transactions disclosed with DCI | N/A; no related-party exposure disclosed |
Related Person Transaction Policy: Audit Committee reviews/approves transactions >$120,000 involving related persons; certain transactions pre-approved if below 1% revenue or <$500,000; focus on arm’s-length terms and stockholder interests.
Expertise & Qualifications
- Financial and operational leadership (former CFO and CEO) across global businesses; Audit Committee financial expert designation.
- Education and credentials: MBA (University of St. Thomas), BA (Bemidji State), CPA (unlicensed), CMA.
- Technology/cyber oversight as part of Audit Committee’s risk remit.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Percent of Common Stock | Deferred Stock Units Included (shares) | RSUs & Options Included (shares) |
|---|---|---|---|---|
| Trudy A. Rautio (as of Sept 22, 2025) | 57,506 | <1% | 18,075 | 33,201 |
| Options Outstanding (as of July 31, 2025) | Exercisable | Unexercisable |
|---|---|---|
| Trudy A. Rautio | 65,101 | 7,699 |
Ownership alignment:
- Director stock ownership guideline: minimum $450,000 value to be met within five years; all directors with ≥5 years service have met guidelines (Rautio qualifies).
- Hedging/pledging prohibited; beneficial ownership table notes shares not subject to pledge.
Governance Assessment
- Board effectiveness: Rautio chairs an active Audit Committee (8 meetings FY2025), with responsibility for external auditor oversight, internal controls, financial reporting integrity, and cybersecurity/information security risk oversight; designated financial expert—supports investor confidence in financial governance.
- Independence/engagement: Independent director, Audit Chair, Corporate Governance member; board-wide attendance ≥75% and Annual Meeting attendance confirmed; executive sessions at every meeting ensure independent oversight.
- Compensation alignment: Equity-heavy director compensation (standardized RSU/option mix) and stock ownership requirements enhance alignment; 2025 equity value increased to $170k, bringing program to market median per WTW assessment.
- Shareholder signals: Election support (Nov 22, 2024) FOR votes 94,881,031 vs WITHHELD 5,441,846; Say-on-Pay passed with 94,560,259 FOR vs 5,467,006 AGAINST—supportive governance environment.
RED FLAGS / Watch items:
- Age/tenure limits: Directors may not be re-nominated after age 75 or 18 years’ service unless exception approved—Rautio is 72 with ~10 years tenure; monitor succession planning and committee continuity.
- Interlocks/related parties: Prior external roles (Securian) and current private board (Taylor) show no disclosed conflicts at DCI; board independence review found transactions well below thresholds; continue to monitor for any new transactions.
Supporting Tables
Committee Assignments & Meetings (FY2025)
| Director | Audit Committee | Corporate Governance Committee | Human Resources Committee | FY2025 Meetings Held |
|---|---|---|---|---|
| Trudy A. Rautio | Chair | Member | — | Audit: 8; Corporate Governance: 2; HR: 5; Board: 6 |
FY2025 Director Compensation Components
| Component | Detail |
|---|---|
| Annual Board Retainer | $90,000 |
| Audit Committee Chair Retainer | $22,000 |
| Annual Equity Value | $170,000 (50% RSUs; 50% options), effective Jan 2025 |
| Equity Grant Mechanics | Options: 10-year term; vest 1/3 annually; exercise price at grant closing; RSUs: 1-year cliff; dividend equivalents |
| Trudy A. Rautio FY2025 Total | $285,429 (Stock Awards $199,467; Options $85,962; Cash Fees —) |
Election & Say-on-Pay Vote (Nov 22, 2024)
| Proposal | FOR | WITHHELD/AGAINST | ABSTAIN | Broker Non-Vote |
|---|---|---|---|---|
| Elect Trudy A. Rautio | 94,881,031 | 5,441,846 | — | 10,496,744 |
| Say-on-Pay (NEOs) | 94,560,259 | 5,467,006 | 295,612 | 10,496,744 |
Deferred & Outstanding Equity (as of FY2025 year-end)
| Instrument | Count |
|---|---|
| Deferred Stock Awards (Rautio) | 18,009 |
| Outstanding RSUs (Rautio) | 1,311 |
| Options Outstanding (Rautio) | Exercisable: 65,101; Unexercisable: 7,699 |
Beneficial Ownership (as of Sept 22, 2025)
| Name | Shares | % |
|---|---|---|
| Trudy A. Rautio | 57,506 | <1% |
Notes on Policies and Controls
- Related Person Transactions: Audit Committee approvals required for transactions >$120,000 involving related persons; several categories pre-approved if under materiality thresholds.
- Risk Oversight: Audit Committee primary risk oversight includes financial statement integrity, cybersecurity, technology/privacy/data protection; Board receives regular updates, including CIO briefings.
- Communication: Direct channels to Audit Chair, committee chairs, independent directors, and full Board via Corporate Secretary; confidential helpline to Audit Committee for accounting/internal control concerns.