Willard Oberton
DONALDSON CoAbout Willard D. Oberton
Willard D. “Will” Oberton is a long-tenured independent director of Donaldson Company, Inc. (DCI), serving on the Board since 2006 and as Lead Independent Director from 2017 until a leadership transition in 2025; he is not standing for re‑election at the 2025 Annual Meeting . He is the retired CEO and Chairman of Fastenal Company (retired 2021), with prior roles including COO, CEO, President, and Chairman; he was named 2006 CEO of the Year by Morningstar and holds a marketing degree from St. Cloud Technical and Community College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fastenal Company | COO; President; CEO; Chairman; Retired | COO (1997–2002); President (2001–2012 and 2015); CEO (2002–2015); Chairman (2014–2021); Retired (2021) | Recognized as Morningstar’s 2006 CEO of the Year |
| Donaldson Company, Inc. | Lead Independent Director | 2017–2025 | Lead Director duties included coordinating activities of independent directors and moderating executive sessions; role transitioned to Christopher Hilger effective Aug 1, 2025 |
| Donaldson Company, Inc. | Corporate Governance Committee Chair | – through Aug 1, 2025 | Succeeded by Christopher Hilger as Chair effective Aug 1, 2025 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fastenal Company (NYSE:FAST) | Director | 2014–2021 | Only U.S. public company directorship in past five years (as of 2024 proxy) |
| Wincraft Inc. (private) | Director | Not disclosed | Privately held; board service disclosed in biography |
Board Governance
| Item | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Committee assignments | Corporate Governance – Chair; not on Audit or HR | Corporate Governance – Member (no longer Chair as of Aug 1, 2025); not on Audit or HR | Chair transition to Christopher Hilger effective Aug 1, 2025 |
| Lead Independent Director | Yes (Lead Director) | No (Lead Director is Christopher Hilger effective Aug 1, 2025) | Lead Director role transferred as part of leadership refresh |
| Meeting counts (Board/Audit/Gov/HR) | 6 / 7 / 2 / 3 | 6 / 8 / 2 / 5 | Company-level meeting volumes per committee |
| Attendance | Each director ≥75% of applicable meetings; all directors attended Annual Meeting | Each director ≥75% of applicable meetings; all directors attended Annual Meeting | Compliance with attendance expectations |
| Independence | Independent director | Independent director | Board determined all non-employee directors (including Oberton) are independent under SEC/NYSE standards |
| Standing for re‑election | N/A | Not standing at 2025 Annual Meeting | Board nominated a replacement; Oberton’s term ends at the 2025 Annual Meeting |
| Executive sessions | Independent directors meet in executive session at every Board and Committee meeting | Independent directors meet in executive session at every Board and Committee meeting | Reinforced by Lead Director structure and committee independence |
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 112,500 | 92,790 | 75,933 | 281,223 |
| 2025 | 120,000 | 102,553 | 85,962 | 308,515 |
Note: Cash fees include Board retainer and any applicable committee and/or chair retainer; 2025 program disclosure confirms fees reflect elected cash or deferred cash choices . The annual non‑employee director program pays retainers quarterly and allows pre‑election to defer cash or stock; the mix is more heavily weighted to equity than cash .
Performance Compensation
| Element | 2024 | 2025 | Vesting / Terms |
|---|---|---|---|
| RSU annual grant | 1,200 RSUs per director (as part of annual equity grant) | 1,300 RSUs per director (as part of annual equity grant) | RSUs cliff vest 100% on first anniversary; dividend equivalents accrue |
| Stock options annual grant | 3,700 options granted Jan 2, 2024 | 3,900 options granted Jan 2, 2025 | 10‑year term; vest 1/3 per year over 3 years; Black‑Scholes used for sizing |
| Performance metrics in director pay | None disclosed | None disclosed | Director equity is time‑based (no performance conditions) |
| Deferred compensation | Available (cash or stock deferral) | Available (cash or stock deferral) | Deferred cash earns 10‑yr U.S. Treasury rate; deferred stock credited with dividends; distribution after Board service |
| Stock ownership guideline | $450,000 minimum (increased from $400,000 in FY2024) | $450,000 minimum | All directors with ≥5 years of service were in compliance as of FY2024 year‑end |
Other Directorships & Interlocks
| Company | Relationship to DCI | Related‑party status |
|---|---|---|
| Fastenal Company (former director) | No related person transactions disclosed by DCI involving Oberton | Board reviewed director relationships; transactions listed for certain directors (Cargill, Securian, Toro, Thermo Fisher, Hormel) were below thresholds; Oberton not listed; Board determined independence for all non‑employee directors |
Expertise & Qualifications
- Public company leadership, operations, and sales expertise from Fastenal (CEO, Chairman, President, COO) .
- Recognized as Morningstar’s 2006 CEO of the Year, indicating strong operations and capital allocation credentials .
- Education: Marketing degree, St. Cloud Technical and Community College .
- Governance leadership at DCI as Lead Independent Director (2017–2025) and Corporate Governance Committee Chair (until Aug 1, 2025) .
Equity Ownership
| Metric | As of 7/31/2025 | As of 9/22/2025 (beneficial ownership table) |
|---|---|---|
| Total beneficial ownership (shares) | — | 75,020 (less than 1% of outstanding) |
| Deferred stock units included | 16,449 | 16,509 |
| Outstanding RSUs | 1,311 | — |
| Stock options – exercisable | 46,401 | Included in “RSUs and Exercisable Options” count of 46,401 |
| Stock options – unexercisable | 7,699 | — |
| Pledged shares | None disclosed; beneficial ownership statement notes shares not subject to any pledge; company prohibits pledging and hedging by directors and officers | |
| Ownership guideline compliance | All directors with ≥5 years met guideline as of FY2024 year‑end | — |
| Ownership guideline amount | $450,000 minimum (raised from $400,000 in FY2024) | — |
| Ownership guideline policy details | In‑the‑money vested options (less exercise cost) count toward guideline | — |
| Sources for guideline and compliance | — | — |
| $450,000 guideline; compliance status disclosures |
Governance Assessment
- Independence and conflicts: The Board determined all non‑employee directors (including Oberton) are independent under SEC/NYSE standards; no related‑party transactions were disclosed for Oberton, and related transactions identified for other directors were below de minimis thresholds .
- Leadership and effectiveness: Oberton provided independent leadership as Lead Director (2017–2025) and chaired Corporate Governance until Aug 1, 2025, when responsibilities transitioned to Christopher Hilger—supporting orderly refresh and continuing independent oversight via the Lead Director role .
- Attendance and engagement: Company reports each director attended at least 75% of Board/Committee meetings and all directors attended the Annual Meeting in FY2024 and FY2025; Board and Committee meeting cadence appears robust (e.g., FY2025: Board 6, Audit 8, Governance 2, HR 5) .
- Alignment and incentives: Director pay is equity‑heavy, with annual options and RSUs (time‑based vesting); stock ownership guideline of $450,000 with compliance by all seasoned directors; hedging/pledging prohibited—favorable for alignment and investor confidence .
- Refreshment and tenure: Corporate Governance Guidelines limit re‑nominations after 18 years of service or age 75 absent Board exception; Oberton (director since 2006) is not standing for re‑election in 2025, aligning with refreshment principles embedded in the guidelines .
- Risk indicators: Section 16 compliance noted no director delinquencies; late filings cited were administrative delays for two employees (not directors)—no red flags for Oberton in the proxy record .
Director Compensation (Detail)
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Fees (cash or deferred cash) | 112,500 | 120,000 | Includes Board and any committee/chair retainers |
| Stock awards (deferred stock and RSUs, grant‑date value) | 92,790 | 102,553 | Includes annual RSUs (1,200 in 2024; 1,300 in 2025) |
| Option awards (grant‑date value) | 75,933 | 85,962 | Options sized via Black‑Scholes; 10‑yr term; 3‑yr vesting |
| Total | 281,223 | 308,515 | Equity comprises significant share of total |
Other Directorships & Interlocks (Detail)
| Company | Role | Period | Interlock / Related-Party Disclosure |
|---|---|---|---|
| Fastenal Company | Director | 2014–2021 | No Oberton‑related transactions disclosed by DCI; Board’s independence review listed other directors’ company relationships only |
Additional Program and Policy References
- Lead Director duties and independent executive sessions at every Board and Committee meeting enhance independent oversight .
- Related Person Transaction Policy assigns Audit Committee review/approval; pre‑approved de minimis thresholds reduce conflict risk while ensuring disclosure when material .
- Corporate Governance Highlights include director tenure and board limit policies, hedging/pledging prohibitions, and majority voting standard—all supportive of investor‑aligned governance .
No separate employment contracts, severance/CoC terms, or performance metrics apply to non‑employee directors; equity awards vest on time‑based schedules and director compensation is structured via the non‑employee director plan .