DEF 14A of Donaldson Co Inc, Oct 2, 2024

DEF 14A of Donaldson Co Inc

Filed Oct 2, 2024 · FY20240000029644-24-000132

Open on EDGAR

  1. TABLE OF CONTENTS

    | Complaint-Handling Procedures | 25 | | DIRECTOR COMPENSATION | 25 | | Director Compensation Process | 25 | | Director Compensation Program Elements | 26 | | Fiscal 2024 Director Compensation | 27 | | EXECUTIVE COMPENSATION | 29 | | Compensation Committee Report | 29 | | Compensation Discussion and Analysis | 30 | | Compensation Risk Analysis | 41 | | Summary Compensation Table | 42 | | Fiscal 2024 Grants of Plan-Based Awards Table | 44 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 45 | | Fiscal 2024 Option Exercises and Stock Vested Table | 47 | | Pension Benefits | 47 | | Non-Qualified Deferred Compensation | 49 | | Potential Payments Upon Termination or Change in Control | 49 | | Pay Ratio Disclosure | 54 | | Pay Versus Performance Disclosure | 54 | | Policies and Practices Related to the Grant of Certain Equity Awards | 59 | | INFORMATION REGARDING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 60 | | Audit Committee Report | 60 | | Independent Registered Public Accounting Firm Fees | 61 | | Audit Committee Pre-Approval Policies and Procedures | 61 | | ITEM 2: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 62 | | Board Recommendation | 62 | | EQUITY COMPENSATION PLAN INFORMATION | 63 | | ITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 64 | | Board Recommendation | 64 |

  2. Item 1: Election of Directors

    Item 1: Election of Directors Three current directors, Christopher M. Hilger, James J. Owens, and Trudy A. Rautio are recommended for election to the Board of Directors at the Annual Meeting. Information on the director nominees is provided on pages 9-14. Directors are elected for a three-year term so that approximately one-third are elected at each Annual Meeting of Stockholders. The Board of Directors unanimously recommends a vote FOR the election of each director nominee.

  3. ITEM 1: ELECTION OF DIRECTORS

    ITEM 1: ELECTION OF DIRECTORS The Bylaws of the Company provide that the Board shall consist of not less than 3 nor more than 15 directors and that the number of directors may be changed from time to time by the affirmative vote of a majority of the directors. The Board currently consists of 10 directors. Vacancies and newly created directorships resulting from an increase in the number of directors may be filled by a majority of the directors then in office and the directors so chosen will hold office until the next election of the class for which such directors have been chosen and until their successors are elected and qualified. Directors are elected for a term of three years with positions staggered so that approximately one-third of the directors are elected at each Annual Meeting. The directors with terms expiring at the 2024 Annual Meeting are Christopher M. Hilger, James J. Owens, and Trudy A. Rautio. The Corporate Governance Committee and the Board reviewed and considered the qualifications and service of Christopher M. Hilger, James J. Owens, and Trudy A. Rautio and approved their nomination to stand for re-election to the Board. Each of the nominees has agreed to serve as a director if elected. The Board has no reason to believe that any of the nominees will be unavailable or unable to serve, but in the event a nominee is not a candidate at the meeting, the persons named in the proxy intend to vote in favor of the remaining nominee or nominees and such other person or persons, if any, as they may determine. The Board of Directors recommends that stockholders vote FOR the election of Christopher M. Hilger, James J. Owens, and Trudy A. Rautio for a three-year term expiring in 2027.

  4. Information Regarding Directors

    Information Regarding Directors The director nominees and the directors whose term in office will continue after the meeting have provided information about themselves in the following section. SEC rules require us to briefly discuss the specific experience, qualifications, attributes, or skills that led the Board to conclude that each director nominee and director should serve on our Board of Directors. This discussion is provided in a separate paragraph following each director’s biography in the following sections.

  5. Information Regarding Directors

    | Christopher M. Hilger | | | Age: 59 Director Since: 2021 Committees: •Corporate Governance •Human Resources | Biography •Chairman, President and Chief Executive Officer of Securian Financial Group, Inc., an insurance company, since 2017 •Chief Executive Officer of Securian Financial from 2015 to 2017 •President of Securian Financial from 2012 to 2015 Qualifications Chris Hilger brings to the Board his management and financial experience as Chairman, President and CEO of Securian Financial. After Chris joined Securian Financial in 2004, he progressed into positions of greater responsibility in distribution development, mergers and acquisitions and strategic planning. Chris serves on the board of the Federal Reserve Bank of Minnesota, he co-chairs the St. Paul Downtown Alliance and he is a member of the executive committee of the Minnesota Business Partnership. Chris has a Bachelor's degree in Finance from Indiana University. Other U.S. Public Company Board Memberships (Current and Past Five Years) •None |

  6. Information Regarding Directors

    | James J. Owens | | | Age: 60 Director Since: 2013 Committee: •Audit | Biography •Retired President and Chief Executive Officer of H.B. Fuller Company, a leading global adhesives provider, in 2022 •President and Chief Executive Officer of H.B. Fuller Company, from 2010 to 2022 •Senior Vice President, Americas of H.B. Fuller Company in 2010 •Senior Vice President, North America of H.B. Fuller Company from 2008 to 2010 Qualifications Jim Owens brings to the Board his extensive experience and expertise in global manufacturing businesses. He spent 22 years with National Starch’s adhesives business, a division of ICI (Imperial Chemical Industries Limited), in a variety of positions, including serving as Corporate Vice President and General Manager and as Vice President and General Manager of the Europe/Middle East and Africa adhesives business. Jim provides global leadership insights as well as public company board experience. Jim has a Bachelor’s degree in Chemical Engineering from the University of Delaware and an M.B.A. degree from The Wharton School, University of Pennsylvania. Other U.S. Public Company Board Memberships (Current and Past Five Years) •H.B. Fuller Company |

  7. Information Regarding Directors

    | Trudy A. Rautio | | | Age: 71 Director Since: 2015 Committees: •Audit - Chair •Corporate Governance | Biography •Retired from Carlson, a privately held global hospitality and travel company, in 2015 •President and Chief Executive Officer of Carlson from 2012 to 2015 •Executive Vice President and Chief Administrative Officer of Carlson from 2011 to 2012 •Executive Vice President and Chief Financial Officer of Carlson from 2005 to 2011 Qualifications Trudy Rautio brings to the Board her leadership experience in her position as the former President and Chief Executive Officer of Carlson. Prior to her appointment as CEO, Trudy served as Executive Vice President and Chief Financial and Administrative Officer and has valuable experience in various categories, including business, financial, and information technology operations. Trudy has knowledge and experience leading global businesses and operations. Trudy currently serves on the Securian Financial Group, Inc., board. Trudy is a graduate of Bemidji State University and has an M.B.A. from the University of St. Thomas. In addition, she is a Certified Public Accountant (unlicensed) and Certified Management Accountant. Other U.S. Public Company Board Memberships (Current and Past Five Years) •Merlin Entertainments (2015-2019) |

  8. Information Regarding Directors

    | Douglas A. Milroy | | | Age: 65 Director Since: 2016 Committees: •Audit •Human Resources | Biography •Former Chief Executive Officer and Chairman of G&K Services, Inc., a service-based provider of branded uniform and facility services programs •Chief Executive Officer of G&K from 2009 to 2017 and Chairman from 2014 to 2017 •President, Direct Purchase and Business Development of G&K from 2006 to 2009 Qualifications Doug Milroy brings to the Board his expertise, executive leadership experience and management of a public company. Doug has extensive global leadership experience in business-to-business organizations. Doug provides the Board valuable insight with respect to his experience with global operational, strategic and management matters. Doug has a Bachelor’s degree from the University of Minnesota and an M.B.A. from The Harvard Business School. Other U.S. Public Company Board Memberships (Current and Past Five Years) •None |

  9. Information Regarding Directors

    | Willard D. Oberton | | | Age: 66 Director Since: 2006 Lead Director Since: 2017 Committee: •Corporate Governance - Chair | Biography •Retired from Fastenal Company, an industrial and construction supplies company, in 2021 •President of Fastenal from 2001 to 2012 and in 2015, Chief Executive Officer from 2002 to 2015 and Chairman from 2014 to 2021 •Chief Operating Officer of Fastenal from 1997 to 2002 Qualifications Will Oberton brings to the Board strong business acumen and his public company expertise from leadership positions at Fastenal. Will served in various sales, operational, and management roles and provides valuable insight from this experience. Will was named 2006 CEO of the Year by Morningstar, Inc. Will is an experienced public company board member having served on Donaldson’s Board since 2006 and the Fastenal Board from 1999 to 2021. Will also serves on the Board of Wincraft Inc., a privately held company. Will has a Marketing degree from St. Cloud Technical and Community College. Other U.S. Public Company Board Memberships (Current and Past Five Years) •Fastenal Company (2014-2021) |

  10. Information Regarding Directors

    | Richard M. Olson | | | Age: 61 Director Since: 2022 Committees: •Corporate Governance •Human Resources | Biography •Chairman of Board of The Toro Company, a provider of outdoor maintenance and beautification products, since 2017 and President and Chief Executive Officer since 2016 •President and Chief Operating Officer of Toro from 2015 to 2016 •Group Vice President, International Business, Micro Irrigation Business and Distributor Development of Toro from 2014 to 2015 •Vice President, International Business of Toro from 2013 to 2014 Qualifications Rick Olson brings to the Board his expertise as a public company leader at The Toro Company where he serves as Chairman of the Board, President and Chief Executive Officer. Since joining Toro in 1986, Rick has served in various leadership, operations and engineering positions and provides valuable insight from his experience. Rick serves on the Board of The Toro Foundation and the Board of Advisors of the University of Minnesota Carlson School of Management. Rick has a Bachelor’s degree in Industrial Technology from Iowa State University and an MBA from the University of Minnesota – Carlson School of Management. Other U.S. Public Company Board Memberships (Current and Past Five Years) •The Toro Company |

  11. Information Regarding Directors

    | Jacinth C. Smiley | | | Age: 56 Director Since: 2022 Committee: •Audit | Biography •Executive Vice President and Chief Financial Officer of Hormel Foods Corporation, a global branded food company, since January 2022 •Group Vice President, Corporate Strategy of Hormel Foods from April 2021 to December 2021 •Vice President and Chief Accounting Officer of LyondellBasell Industries N.V., a plastics, chemicals and refining company, from 2018 to 2021 •Chief Financial Officer North America Region of General Electric Oil & Gas from 2014 to 2018 •Chief Financial Officer of General Electric Corporate, Licensing from 2012 to 2014 •Director of Financial Planning & Analysis of General Electric Capital, Equipment Finance from 2009 to 2012 Qualifications Jacinth Smiley brings to the Board her executive leadership and public company expertise. Jacinth has significant public company financial experience as the CFO at Hormel Foods and from various other senior finance and accounting roles. Jacinth provides the Board valuable insight with respect to her experience leading growth and investment strategies. Jacinth has a Bachelor’s degree in Accounting from the University of Connecticut. In addition, she is a Certified Public Accountant. Other U.S. Public Company Board Memberships (Current and Past Five Years) •None |

  12. Information Regarding Directors

    | Tod E. Carpenter | | | Age: 65 Director Since: 2014 Committee: •None | Biography •President and Chief Executive Officer of the Company since 2015 and Chairman since 2017 •Chief Operating Officer of the Company from 2014 to 2015 •Senior Vice President, Engine Products of the Company from 2011 to 2014 •Vice President, Europe and Middle East of the Company from 2008 to 2011 •Vice President, Global Industrial Filtration Systems of the Company from 2006 to 2008 Qualifications Tod Carpenter brings to the Board a wealth of general management and global leadership experience. Tod joined Donaldson in 1996. Since then, his roles have included driving strategic growth initiatives, launching innovative proprietary products, and strengthening relationships with the Company’s key global customers. Tod has a Bachelor’s Degree in Manufacturing Technology from Indiana State University and an M.B.A. from Long Beach State University. Tod serves on the Boards of Donaldson since 2014 and AMETEK, Inc. since 2019. Other U.S. Public Company Board Memberships (Current and Past Five Years) •AMETEK, Inc. |

  13. Information Regarding Directors

    | Pilar Cruz | | | Age: 53 Director Since: 2017 Committee: •Audit | Biography •Chief Sustainability Officer of Cargill, Incorporated, a provider of food, agriculture, financial and industrial products and services, since 2021 •President, Cargill Aqua Nutrition of Cargill from 2019 to 2021 •President, Cargill Feed and Nutrition of Cargill from 2017 to 2019 •Corporate Vice President, Corporate Strategy & Development of Cargill from 2015 to 2017 •Positions of increasing responsibility at Cargill Meats Central America and Cargill Meats Europe from 2011 to 2015 Qualifications Pilar Cruz brings to the Board her experience and expertise in corporate strategy, management and global leadership. Pilar has gained this valuable experience from her various leadership and management roles at Cargill. Her global experience provides the Board with valuable insight with respect to strategic, operational and management matters. Pilar serves on the board of World Food Program USA, a non-profit organization. Pilar has a Bachelor’s Degree in Economics from Universidad de Los Andes in Bogotá, Colombia and an M.B.A. from the Ross School of Business at the University of Michigan. Other U.S. Public Company Board Memberships (Current and Past Five Years) •None |

  14. Information Regarding Directors

    | Ajita G. Rajendra | | | Age: 72 Director Since: 2010 Committee: •Human Resources - Chair | Biography •Retired from A. O. Smith Corporation, a global water technology company and manufacturer of residential and commercial water heating equipment, in 2020 •Executive Chairman of A. O. Smith Corporation from 2018 to 2020 •President of A. O. Smith Corporation from 2011 to 2018, Chief Executive Officer from 2013 to 2018 and Chairman from 2014 to 2018 •Positions of increasing responsibility at A. O. Smith from 2005 to 2013, including Executive Vice President from 2006 to 2011 and Chief Operating Officer from 2011 to 2013 Qualifications Ajita Rajendra brings to the Board his public company leadership expertise and experience at A. O. Smith. Ajita has valuable manufacturing experience in various categories, including consumer durables, industrial products, and appliances. From his previous experience as the President of A. O. Smith Water Products Company, Ajita provides valuable insight to the Board on leading global businesses and negotiating acquisitions and joint ventures. Ajita is originally from Sri Lanka and received a Bachelor's degree in Chemical Engineering at the Indian Institute of Technology, Madras, India and an M.B.A. degree from Carnegie Mellon University. Other U.S. Public Company Board Memberships (Current and Past Five Years) •A. O. Smith Corporation •The Timken Company |

  15. Director Dashboard - Current Nominees and Continuing Directors

    Director Dashboard - Current Nominees and Continuing Directors

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Annual compensation for our non-employee directors is designed to attract and retain highly qualified leaders and to align with the long-term interests of our stockholders. Our non-employee director compensation is comprised of board retainers, committee chair retainers and equity awards as provided for under our Company’s Compensation Plan for Non-Employee Directors (the “Non-Employee Director Plan”).

  17. Director Compensation Process

    Director Compensation Process The HR Committee assists the Board in providing oversight of non-employee director compensation by engaging an independent executive compensation consultant to counsel on leading pay practices and governance. As an independent executive compensation consultant, Willis Towers Watson ("WTW") assists the HR Committee in the review of non-employee director compensation. For fiscal 2024, WTW conducted a market assessment based on Donaldson's peer group consisting of 20 companies. For 2024, the market assessment indicated that our non-employee director compensation program was slightly below the market. Based on the analysis by WTW, the Board increased the annual board retainer from $75,000 to $90,000 effective April 2024, and increased the annual equity value from $150,000 to $170,000 effective January 2025.

  18. Director Compensation Program Elements

    Director Compensation Program Elements The non-employee director compensation program is comprised of annual retainers, annual equity awards, Committee member retainers, and Committee chair retainers as highlighted below:

  19. Director Compensation Program Elements

    | Board Membership Compensation | Fiscal 2024 | Fiscal 2023 | | Annual Board Retainer | $90,000 (1) | $75,000 | | Annual Equity Value | $150,000 (2) | $150,000 | | Annual Committee Chair Retainers | | | | Audit Committee Chair | $22,000 | $22,000 | | Human Resources Committee Chair | $15,000 | $15,000 | | Corporate Governance Committee Chair | $15,000 | $15,000 | | Lead Director Annual Retainer | $30,000 | $30,000 |

  20. Director Compensation Program Elements

    ______________ (1) Annual board retainer increase effective April 2024. (2) Annual equity value will increase to $170,000 effective January 2025.

  21. Fiscal 2024 Director Compensation

    Fiscal 2024 Director Compensation The following table outlines the compensation earned by our non-employee directors for the fiscal year ended on July 31, 2024.

  22. Fiscal 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (2)(3) ($) | Option Awards (4) ($) | Total ($) | | Pilar Cruz | 41,250 | 119,019 | 75,933 | 236,202 | | Christopher M. Hilger | — | 160,215 | 75,933 | 236,148 | | Douglas A. Milroy | 82,500 | 77,748 | 75,933 | 236,181 | | Willard D. Oberton | 112,500 | 92,790 | 75,933 | 281,223 | | Richard M. Olson | 82,500 | 77,748 | 75,933 | 236,181 | | James J. Owens | — | 160,215 | 75,933 | 236,148 | | Ajita G. Rajendra | 97,500 | 77,748 | 75,933 | 251,181 | | Trudy A. Rautio | — | 182,283 | 75,933 | 258,216 | | Jacinth C. Smiley | 82,500 | 77,748 | 75,933 | 236,181 |

  23. Fiscal 2024 Director Compensation

    _____________ (1) This column shows the board retainer as well as any applicable committee retainer and/or chair retainer for fiscal 2024 that each non-employee director has elected to receive in cash or deferred cash. (2) This column represents the aggregate grant date fair value of deferred stock awards and RSUs granted during fiscal 2024 computed in accordance with FASB ASC Topic 718. The grant date fair value of deferred stock awards and RSUs is equal to the closing price of a share of the Company's common stock on the date of grant. The deferred stock awards are comprised of all or a portion of compensation that the directors elected to defer in stock. Also included here are the 1,200 RSUs granted as part of the annual equity grant. The following table specifies the number of deferred stock awards granted quarterly and RSU awards granted on January 2, 2024 along with the grant date fair value of each award based on the closing market price of the stock on the grant date. (3) As of July 31, 2024, each of the non-employee directors had the following number of deferred stock awards and RSUs outstanding:

  24. Fiscal 2024 Director Compensation

    | Name | Deferred Stock Awards | Outstanding RSUs | | Pilar Cruz | 4,300 | 1,209 | | Christopher M. Hilger | 3,637 | 1,209 | | Douglas A. Milroy | 1,537 | 1,209 | | Willard D. Oberton | 15,969 | 1,209 | | Richard M. Olson | — | 1,209 | | James J. Owens | 7,976 | 1,209 | | Ajita G. Rajendra | 20,615 | 1,209 | | Trudy A. Rautio | 16,091 | 1,209 | | Jacinth C. Smiley | — | 1,209 |

  25. Fiscal 2024 Director Compensation

    (4) This column shows the aggregate grant date fair value of the stock option award granted during fiscal 2024 to our non-employee directors computed in accordance with FASB ASC Topic 718. Refer to Note 13 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2024 for our policy and assumptions made in the valuation of share-based payments. A stock option award of 3,700 options was granted to each non-employee director on January 2, 2024. The exercise price for these options was the closing market price of the stock on the grant date. As of July 31, 2024, each of the non-employee directors had the following number of stock options outstanding:

  26. Fiscal 2024 Director Compensation

    | Name | Exercisable | Unexercisable | | Pilar Cruz | 30,168 | 7,932 | | Christopher M. Hilger | 4,735 | 8,065 | | Douglas A. Milroy | 29,068 | 7,932 | | Willard D. Oberton | 60,968 | 7,932 | | Richard M. Olson | 4,468 | 7,932 | | James J. Owens | 74,968 | 7,932 | | Ajita G. Rajendra | 42,268 | 7,932 | | Trudy A. Rautio | 74,968 | 7,932 | | Jacinth C. Smiley | 4,468 | 7,932 |

  27. Executive Compensation Program Principles

    Executive Compensation Program Principles The HR Committee establishes and administers the Company’s compensation program for its Officers. Our executive compensation program is designed to support the Company's objective of creating long-term value through increasingly strong total return to stockholders. The key principles of the executive compensation strategy include: •Aligning compensation to financial measures that balance both the Company’s annual and long-term financial results; •Providing significant portions of total compensation in variable, performance-based programs to focus the attention of our Officers on driving and increasing stockholder value; •Setting target total direct compensation based on an established proxy peer group (as recommended by an independent compensation consultant) and published market survey data; •Establishing high stock ownership requirements for our Officers; and •Providing competitive pay, which enables us to attract, retain, reward, and motivate top leadership talent by generally setting compensation elements around the median of the peer group data and size-adjusted general industry survey data. The HR Committee believes the executive compensation program is a critical element for attracting and retaining a strong executive leadership team. The HR Committee also believes that the program design balances revenue and profit in a way that has contributed to the Company’s long history of delivering consistently strong return on invested capital.

  28. Benchmarking

    Benchmarking The HR Committee assists the Board in providing oversight of executive compensation. The HR Committee reviews and approves our overall executive compensation philosophy, strategy, and policies. As part of the annual review and approval of all compensation for our Officers, the HR Committee takes into account competitive market analysis and recommendations by our CEO and Human Resources Department, and the independent compensation consultant. For more information on the HR Committee, refer to the Corporate Governance - Human Resources Committee section of this Proxy Statement.

  29. Compensation Consultant

    Compensation Consultant The HR Committee has the authority to retain an independent compensation consultant to assist in the analysis of our executive compensation program. The HR Committee is also assisted in performing its duties by our Human Resources Department and seeks input from the CEO on compensation recommendations for the CEO's direct reports. The HR Committee engaged WTW as its executive compensation consultant to advise the HR Committee on matters related to executive compensation for our Officers.

  30. Competitive Market

    Competitive Market The HR Committee considers a competitive market assessment when establishing executive compensation programs. The annual review entails an evaluation of pay practices and benchmarking of base salary, target annual and long-term incentives, and target total direct compensation for our Officers. The market assessment conducted by WTW included competitive market 25th, 50th and 75th percentile data for all Officers. WTW reviews Officer compensation recommendations made by management and participates in discussions at the July and September HR Committee meetings regarding those recommendations.

  31. Company Peer Group

    Company Peer Group For benchmarking purposes, the HR Committee established a list of peer companies (“Peer Group”) based on size and complexity comparable to Donaldson. Key considerations in establishing, reviewing and updating the Peer Group are: •Potential peer companies based on Donaldson’s current peer group, companies naming Donaldson as a peer, and ISS and Glass Lewis selected peers; and •Revenue comparisons, industry considerations and other scope criteria such as global footprint. At its July 2023 meeting, the HR Committee engaged WTW in a review and discussion of the Peer Group. No changes were made, and the Peer Group was used to benchmark fiscal 2024 compensation for our Officers. There were no changes to the Peer Group as approved by the HR Committee at its July 2024 meeting. Accordingly, the Peer Group below will be also used to benchmark fiscal 2025 compensation for our Officers.

  32. Company Peer Group

    | | Peer Group | | | | AOS | A. O. Smith Corporation | LECO | Lincoln Electric Holdings, Inc. | | AME | AMETEK, Inc. | NDSN | Nordson Corporation | | CXT | Crane Company | PNR | Pentair plc | | ESAB | ESAB Corporation | RRX | Regal Rexnord Corporation | | FLS | Flowserve Corporation | SNA | Snap-On Inc. | | GGG | Graco Inc. | SPXC | SPX Corporation | | HUBB | Hubbell Inc. | TKR | The Timken Company | | IDEX | IDEX Corporation | TTC | The Toro Company | | ITT | ITT Inc. | WTS | Watts Water Technologies, Inc. | | KMT | Kennametal Inc. | WWD | Woodward, Inc. |

  33. Company Peer Group

    Executive compensation information for the Peer Group is limited to individuals identified in those companies' filings whose positions may or may not correspond to the roles held by, and responsibilities of, our Officers. Therefore, our Peer Group information is not the only source of data the HR Committee utilizes to determine compensation for our Officers. The HR Committee also uses survey data provided by WTW for positions where Peer Group compensation information is insufficient.

  34. Executive Compensation Program Elements

    | | Element | Description | Purpose | | Fixed Pay | Base Salary | A fixed amount of compensation, paid in cash. | Provides a market competitive pay level for each Officer based on position, scope of responsibility, individual performance, and sustained performance. | | | Benefits | Benefits package includes, but is not limited to, medical, dental, vision, life, accident, disability insurance, and qualified and non-qualified retirement plans. | Provides competitive benefits and the opportunity for employees to save for retirement. All employees qualify for the same benefits except for the non-qualified plans, which are available to individuals with earnings above the IRS annual compensation limit. | | | Perquisites | Annual executive physical assessment. | Provides a holistic preventative approach to health management for our key leadership team to minimize disruption to the Company and protect the interest of our stockholders. | | Performance-Based Pay | Annual Cash Incentive | A performance-based, annual incentive that is payable in cash based on achievement of key pre-determined financial goals for the applicable fiscal year financial plan as approved by the HR Committee of the Board. | Rewards Officers for their contributions toward the Company’s and business units' achievement of specific goals. This element focuses attention on the Company’s actual financial performance and represents approximately one-fifth to one-third of the performance-based variable component of total compensation. | | | Stock Options (Long-Term Incentives) | Awards are time-based and vest ratably over three years beginning on the first anniversary of grant date. Awards are granted annually and represent 50% of the total long-term incentive value. | Aligns the interests of our Officers with those of our stockholders by providing value only if the price of our common stock appreciates. | | | Performance Stock Units (Long-Term Incentives) | Performance-based awards payable in shares of common stock based on achievement of predetermined three fiscal-year financial goals. Awards are granted annually and represent 50% of the total long-term incentive value. | Aligns a significant portion of each Officer's compensation to deliver long-term financial goals, encourages focus on long-term Company and business unit performance, and promotes retention. | | | Restricted Stock Units (Long-Term Incentives) | Awards are not part of the Officers' annual total compensation package and are granted on a discretionary basis based on business needs. The HR Committee may grant an RSU award as part of the hiring of a new Officer, in recognition of a significant change in roles and responsibilities for an Officer, or as a retention vehicle for a current Officer. Awards generally vest over three years in one-third increments. | Aligns the interests of our Officers with those of our stockholders. |

  35. Compensation Mix at Target

    Compensation Mix at Target It is a key principle of our executive compensation program that a significant portion of an Officer’s compensation is performance-based, and the performance-based compensation is proportionally increased based on position level in the Company. Our performance-based awards consist of the annual cash incentive and long-term incentives, which are issued 50% in the form of performance stock units ("PSUs") and 50% in the form of stock options. Below is the compensation mix at target awarded by the HR Committee for fiscal 2024 (values are rounded): The Company’s financial results directly drive the actual total direct compensation paid to our NEOs. Based on fiscal 2024 Company performance and stock price increase, actual total direct compensation earned for the year was above the target levels established for our NEOs as shown in the table below.

  36. Compensation Mix at Target

    | | Fiscal 2024 Total Direct Compensation ("TDC") | | | Fiscal 2024 Performance-Based Incentive Plan Payout Achievement | | | Name | Target TDC (1) ($) | Actual TDC (2) ($) | Actual as % of Target TDC | Annual Incentive Plan (3) | PSU Awards (4) | | Tod E. Carpenter | 6,952,406 | 8,595,877 | 124% | 117.81% | 134.2% | | Scott J. Robinson | 2,311,267 | 2,774,797 | 120% | 117.81% | 134.2% | | Richard B. Lewis | 1,600,514 | 1,933,114 | 121% | 130.55% | 134.2% | | Thomas R. Scalf | 1,649,701 | 1,970,419 | 119% | 117.81% | 134.2% | | Amy C. Becker | 1,556,518 | 1,817,978 | 117% | 117.81% | 134.2% |

  37. Base Salary

    | Name | Fiscal 2024 Base Salary | Fiscal 2023 Base Salary | Increase % | Fiscal 2024 Competitive Market Positioning | | Tod E. Carpenter | $1,070,000 | $1,070,000 | 0% | Within a reasonable competitive range | | Scott J. Robinson (1) | $610,000 | $560,000 | 8.9% | Within a reasonable competitive range | | Richard B. Lewis | $500,000 | $490,000 | 2.0% | Within a reasonable competitive range | | Thomas R. Scalf | $500,000 | $500,000 | 0% | Within a reasonable competitive range | | Amy C. Becker (1) | $515,000 | $485,000 | 6.2% | Within a reasonable competitive range |

  38. Annual Incentive

    Annual Incentive Each year, the HR Committee leverages competitive market data to establish the annual cash incentive target opportunities for Officers and to set the target incentive opportunities as a percentage of base salary. The individual incentive target opportunity for our NEOs for fiscal 2024 ranged from 70% to 120% of base salary. Under our annual cash incentive plan, potential payouts range from 0% to 200% of the target incentive opportunity based on financial performance achievements at fiscal year-end. Performance Goals. All performance measures and associated goals are approved by the HR Committee each year based on the Company's Board-approved financial plan for the applicable fiscal year. Consistent with fiscal 2022 and 2023, the performance ranges for maximum and threshold levels for all measures are +/-15% of the targets or -/+ 15% for Working Capital Days, an inverse measure. Our fiscal 2024 annual incentive awards for Officers with corporate responsibility (Mr. Carpenter, Mr. Robinson, Mr. Scalf, and Ms. Becker) were based on Company net sales, Company adjusted diluted earnings per share ("EPS") and Company Working Capital Days. The fiscal 2024 annual incentive award for Mr. Lewis was based on adjusted diluted EPS for the whole Company and net sales, net operating profit and working capital days for Mobile Solutions. Similar to fiscal 2023, for the fiscal 2024 annual incentive plans, Working Capital Days is one of the financial measures. Working Capital Days is precisely aligned with the Company’s annual incentive program with the near- and mid-term need to improve working capital efficiency following the volatility created by the pandemic recovery and associated disruptions in the global supply chain. Working Capital Days performance is evaluated using the Cash Conversion Cycle ("CCC"), which measures the time it takes for the Company to convert investments in raw materials and production into revenue, and then collect the cash payment from customers. The CCC is calculated using the industry-standard approach of adding the days inventory outstanding and days sales outstanding, less the days payable outstanding. For fiscal 2024, our annual incentive plan for Officers was reviewed and approved by the HR Committee at its September 2023 meeting. The plan provided that incentive targets and achievement can exclude items related but not limited to changes in tax laws, accounting rule changes, material restructurings and acquisitions, if approved by the HR Committee. The table below describes performance targets and actual results for fiscal 2024. The calculated actual results below reflect adjustments as reported externally for the footprint and cost optimization program; as approved by the HR Committee. Diluted EPS - Incentive was calculated as the Company's consolidated diluted EPS, increased by $0.04 to exclude pre-tax charges of $6.4 million related to the restructuring and other charges. No adjustments were made to the other incentive measures.

  39. Annual Incentive

    | Fiscal 2024 Performance Measures | Weighting | Threshold | Target | Maximum | Actual | Actual as a % of Target (1) | | Company Net Sales | 30% | $3.113 billion | $3.663 billion | $4.212 billion | $3.586 billion | 91.65% | | Company Diluted EPS - Incentive (2) | 50% | $2.78 | $3.27 | $3.76 | $3.42 | 130.61% | | Company Working Capital Days | 20% | 93 | 81 | 69 | 78 | 125.00% | | Mobile Solutions Net Operating Profit (3) | 45% | $321,568 | $378,315 | $435,062 | $404,550 | 146.23% | | Mobile Solutions Net Sales (3) | 20% | $1.947 billion | $2.290 billion | $2.634 billion | $2.251 billion | 93.15% | | Mobile Solutions Working Capital Days (3) | 15% | 91 | 79 | 67 | 75 | 133.33% |

  40. Annual Incentive

    (1) Represents payout results as a percentage of target prior to applying the respective weighting for each measure. (2) The Company Diluted EPS - Incentive measure, which is defined and calculated in accordance with the paragraph preceding the table, applied to all Officers. (3) The fiscal 2024 performance metrics for Mr. Lewis were weighted as follows: 20% to Company Diluted EPS - Incentive, 45% to Mobile Solutions Net Operating Profit, 20% to Mobile Solutions Net Sales, and 15% to Mobile Solutions Working Capital Days. Award Calculation Methodology. For each performance measure, a payout multiplier from 0% to 200% of the target incentive award amount is based on the level of achievement. The overall fiscal 2024 calculation methodology for corporate Officers and payout design are illustrated below. This was modified for Mr. Lewis to include the Mobile Solutions metrics as described in footnote 3 to the table above.

  41. Annual Incentive

    | Target Incentive Award Amount | | | Financial Performance Payout % | | | | | | | Annual Incentive Payout | | | | X | | | | | | | = | | | | Base Salaryx | Target Incentive Percentage | | Net Sales - Incentive Achievement | + | Diluted EPS - Incentive Achievement | + | Working Capital Days Achievement | | | | | | | | ↑ | | ↑ | | ↑ | | | | | | | | Payout Model (1) | | Payout Model (1) | | Payout Model (1) | | | | | | | | x | | x | | x | | | | | | | | 30% Measure Weighting | | 50% Measure Weighting | | 20% Measure Weighting | | |

  42. Annual Incentive

    ____________________ (1) 0% payout if achievement is below threshold performance 40% of target incentive payout if achievement is at threshold performance 100% of target incentive payout if achievement is at target performance 200% of target incentive payout if achievement is at maximum performance Payout will be interpolated when achievement level is between any of the predetermined performance levels outlined above. Payouts. Based on the financial performance achievement level for fiscal 2024, actual payouts for our NEOs ranged from 117.81% to 130.55% of target. The overall annual incentive payment for each NEO is set forth below.

  43. Annual Incentive

    | Name | Target Award as a % of Base Salary | Target Award ($) | Actual Payout ($) | | Tod E. Carpenter | 120% | 1,284,000 | 1,512,680 | | Scott J. Robinson | 75% | 457,500 | 538,981 | | Richard B. Lewis | 70% | 350,000 | 456,925 | | Thomas R. Scalf | 70% | 350,000 | 412,335 | | Amy C. Becker | 70% | 360,500 | 424,705 |

  44. Long-Term Incentives

    Long-Term Incentives The long-term incentives plan design includes a mix of 50% PSUs and 50% non-qualified stock options, which are tied to our common stock to align the interests of our Officers to those of our stockholders. On an annual basis, the HR Committee determines the long-term incentive values for each Officer based on market data provided in the analysis prepared by WTW. During fiscal 2024, the following long-term incentive awards were granted to our NEOs:

  45. Long-Term Incentives

    | Name | PSU Award ($) | Stock Option Award ($) | | Tod E. Carpenter | 2,547,482 | 2,549,106 | | Scott J. Robinson | 698,022 | 699,680 | | Richard B. Lewis | 423,586 | 425,481 | | Thomas R. Scalf | 423,586 | 425,481 | | Amy C. Becker | 399,722 | 400,898 |

  46. Long-Term Incentives

    The PSU awards for the fiscal 2024-2026 performance cycle (August 1, 2023 through July 31, 2026) were approved at the September 2023 HR Committee meeting. The annual stock option awards were granted on September 21, 2023, vest ratably over three years and have an exercise price of $59.66, the closing stock price on the date of the grant. Performance Stock Units. Our PSU awards were previously granted under a Long-Term Compensation Plan, which was a sub-plan under our 2010 Master Stock Incentive Plan and we sometimes refer to the PSUs as Long-Term Compensation Plan (or LTCP) awards. Our PSUs link a significant portion of the pay-at-risk component of our Officers' total compensation to the achievement of predetermined levels of the Company's long-term financial performance. The PSU award represents approximately one-half of the total long-term incentive value. Each award measures performance over a three fiscal-year period, and a new three-year performance cycle is established annually. The payout is based on the attainment of predetermined financial performance goals with earning opportunities ranging from 0% to 200% of the target award value. This award is paid out in Company stock to further strengthen the alignment between the interests of our Officers and those of our stockholders. Based on competitive market data, the HR Committee establishes new awards, including the financial performance objectives, the award matrix, and payout targets (the number of performance units), for our Officers annually. The target number of performance units is based on that award value divided by the Company's closing stock price on the date of grant. The PSUs utilize two equally-weighted performance measures that the HR Committee believes are key to the creation of stockholder value: growth in net sales and return on invested capital ("ROI"). These targets are approved by the HR Committee at the beginning of each performance cycle based on a three-year growth projection. The HR Committee believes it is a key objective for the Company to maintain a certain level of ROI for our stockholders. The ROI threshold performance level must be achieved to deliver a payout. Therefore, a payout range between 10% and 50% of target is available based on achievement of predetermined threshold ROI results and below threshold attainment for net sales. The PSU performance measures and financial targets are approved by the HR Committee at the beginning of each performance cycle. The performance results may be subject to certain adjustments, depending on their materiality or otherwise as determined appropriate by the HR Committee. The performance targets and actual achievements for the fiscal 2022-2024 performance cycle are set forth below:

  47. Long-Term Incentives

    | Fiscal 2022-2024 Performance Measures | Target | Actual | Payout Achievement | | Company Net Sales - Incentive | $9,663,018 | $10,323,733 | 134.2% | | Company ROI - Incentive | 18.9% | 18.9% | |

  48. Long-Term Incentives

    The PSU payouts are based on the position the NEO held at the beginning of the cycle and the length of time in that role. Target awards and actual payouts for the cycle ended July 31, 2024 for our NEOs were:

  49. Long-Term Incentives

    | Fiscal 2022-2024 PSU Cycle | Mr. Carpenter | Mr. Robinson | Mr. Lewis | Mr. Scalf | Ms. Becker | | Target Shares | 34,500 | 9,300 | 5,500 | 6,300 | 4,800 | | Actual Share Payout | 46,299 | 12,481 | 7,381 | 8,455 | 6,442 |

  50. Long-Term Incentives

    Stock Options. The HR Committee grants non-qualified stock option awards to our Officers annually. Stock options represent approximately one-half of the long-term incentive value as approved by the HR Committee. Each stock option award has a ten-year term and vests over three years in one-third increments beginning on the first anniversary of the grant date. Stock options can provide compensation when they vest if the market price exceeds the exercise price, which is the market closing price on the date of the grant. Restricted Stock Units. Donaldson may grant RSUs to Officers on a limited basis in connection with a competitive hiring offer, recognition of a significant change in roles and responsibilities, and/or as a retention vehicle. RSU awards generally vest over three years in one-third increments beginning on the first anniversary of the grant date. Award recipients are eligible to accrue dividend equivalent units during the vesting period. All dividend equivalent units are subject to the same vesting condition as the underlying RSUs. None of the NEOs received an RSU award in fiscal 2024.

  51. Management Change in Control Severance Plan

    Management Change in Control Severance Plan The Company had entered into a "double trigger" Change in Control Agreement (“CIC Agreement”) with each of our Officers. As of August 1, 2023, our Officers transitioned to our Management Change in Control Severance Plan (“CIC Plan”). The CIC Plan transitioned the terms of the existing individual agreements over to a plan format and aligned all non-CEO Officers to the same severance benefits levels that applied to most of those Officers. We do not have any other employment contracts with our NEOs. The change in control arrangements are designed to: •Allow our Officers to take actions in the best interests of our stockholders without the personal distraction that could arise in connection with an anticipated or actual change in control •Provide for a stable work environment by alleviating the financial impact of termination of employment •Assure that we will have the continued dedication of our Officers by diminishing the loss of key leaders that may occur as a result of personal uncertainties and risks Additional information regarding our CIC Plan is provided in the Potential Payments Upon Termination or Change in Control section beginning on page 49.

  52. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation awarded to or earned by individuals who served as Chief Executive Officer and Chief Financial Officer during fiscal 2024 and each of the other three most highly compensated Officers who served in such capacities as of July 31, 2024.

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings (5) ($) | All Other Compensation (6) ($) | Total ($) | | Tod E. Carpenter | 2024 | 1,070,000 | 2,547,482 | 2,549,106 | 1,512,680 | 69,745 | 92,455 | 7,841,468 | | Chairman, President and | 2023 | 1,063,846 | 2,300,228 | 2,299,764 | 1,281,073 | 53,808 | 182,888 | 7,181,607 | | Chief Executive Officer | 2022 | 1,025,385 | 2,049,300 | 2,050,553 | 1,653,326 | — | 265,382 | 7,043,946 | | Scott J. Robinson | 2024 | 602,308 | 698,022 | 699,680 | 538,981 | — | 72,674 | 2,611,665 | | Chief Financial Officer | 2023 | 556,923 | 651,392 | 649,327 | 419,043 | — | 79,965 | 2,356,650 | | | 2022 | 536,923 | 552,420 | 549,662 | 541,745 | — | 87,245 | 2,267,995 | | Richard B. Lewis | 2024 | 498,462 | 423,586 | 425,481 | 456,925 | 28,427 | 58,471 | 1,891,352 | | President, Life | 2023 | 483,846 | 376,586 | 375,029 | 344,458 | — | 61,808 | 1,641,727 | | Sciences(7) | 2022 | 440,000 | 326,700 | 324,671 | 391,260 | — | 58,329 | 1,540,960 | | Thomas R. Scalf | 2024 | 500,000 | 423,586 | 425,481 | 412,335 | 64,211 | 64,063 | 1,889,676 | | President, Enterprise | 2023 | 497,692 | 402,031 | 399,824 | 349,202 | 11,578 | 71,038 | 1,731,365 | | Operations & Supply Chain | 2022 | 482,692 | 374,220 | 374,511 | 468,467 | — | 110,432 | 1,810,322 | | Amy C. Becker | 2024 | 510,385 | 399,722 | 400,898 | 424,705 | 43,009 | 65,951 | 1,844,670 | | Chief Legal Officer and | 2023 | 481,154 | 351,141 | 350,234 | 338,726 | 12,663 | 64,462 | 1,598,380 | | Corporate Secretary | 2022 | 453,077 | 285,120 | 287,647 | 399,955 | — | 112,713 | 1,538,512 |

  54. Summary Compensation Table

    _____________ (1) This column represents base salary earned by the NEOs for the reported fiscal years. The amounts reflect any applicable cash compensation deferred at the election of the NEOs under the Deferred Compensation and 401(k) Excess Plan. For more information on the Deferred Compensation and 401(k) Excess Plan, see the Non-Qualified Deferred Compensation section. (2) This column represents the aggregate grant date fair value of PSU awards granted during the fiscal year for our NEOs and does not reflect compensation actually received by the NEOs. The performance award grant date fair value is based on the outcome of the performance conditions at the target payout under each award included in the column. The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. Assuming achievement of the maximum 200% of target performance, the value of the PSU awards for the fiscal 2024-2026 cycle would be: Mr. Carpenter, $5,094,964; Mr. Robinson, $1,396,044; Mr. Lewis, $847,172; Mr. Scalf, $847,172; and Ms. Becker, $799,444. Refer to Note 13 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2024 for our policy and assumptions made in the valuation of share-based payments. (3) This column represents the aggregate grant date fair value of stock option awards granted during the fiscal year under the Company’s 2019 Master Stock Incentive Plan. These amounts were calculated in accordance with FASB ASC Topic 718. Refer to Note 13 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2024 for our policy and assumptions made in the valuation of share-based payments. The grant price for annual stock option awards was the closing stock price on the date of grant. (4) This is the amount earned under our Annual Cash Incentive Plan as described in the Compensation Discussion and Analysis. Our NEOs can elect to defer all or a portion of their annual cash incentive to the Deferred Compensation and 401(k) Excess Plan. (5) This column includes the annual change, if positive on an aggregate basis, in the value of our NEOs' pension benefits for the following plans: •Salaried Employees’ Pension Plan •Excess Pension Plan (6) The All Other Compensation amounts for fiscal 2024 included the following:

  55. Summary Compensation Table

    | Name | Retirement Contributions (a) ($) | Life Insurance (b) ($) | Executive Physical (c) ($) | Total ($) | | Tod E. Carpenter | 83,732 | 4,644 | 4,079 | 92,455 | | Scott J. Robinson | 70,352 | 2,322 | — | 72,674 | | Richard B. Lewis | 52,324 | 1,242 | 4,905 | 58,471 | | Thomas R. Scalf | 59,444 | 2,322 | 2,297 | 64,063 | | Amy C. Becker | 58,919 | 3,039 | 3,993 | 65,951 |

  56. Summary Compensation Table

    a.This includes the Company match to the Retirement Savings and Employee Stock Ownership Plan as well as the Deferred Compensation and 401(k) Excess Plan. b.The imputed income on the Company-provided basic life insurance in excess of $50,000. c.The imputed income for health assessments that are not covered through regular medical insurance offered by the Company. (7) Mr. Lewis served as President, Mobile Solutions during fiscal 2024 and was appointed President, Life Sciences, effective August 1, 2024.

  57. Fiscal 2024 Grants of Plan-Based Awards Table

    Fiscal 2024 Grants of Plan-Based Awards Table This table provides information regarding all plan-based awards granted to our NEOs during fiscal 2024 as follows: •Fiscal 2024 annual cash incentive pursuant to the Annual Cash Incentive Plan; •PSU awards for the three-year performance cycle (fiscal 2024-2026); and •Annual stock options granted during fiscal 2024.

  58. Fiscal 2024 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name and Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Tod E. Carpenter | | | | | | | | | | | | Annual Cash Incentive | | 513,600 | 1,284,000 | 2,568,000 | | | | | | | | PSU Awards | 9/21/2023 | | | | 4,270 | 42,700 | 85,400 | | | 2,547,482 | | Annual Stock Option (3) | 9/21/2023 | | | | | | | 134,800 | 59.66 | 2,549,106 | | Scott J. Robinson | | | | | | | | | | | | Annual Cash Incentive | | 183,000 | 457,500 | 915,000 | | | | | | | | PSU Awards | 9/21/2023 | | | | 1,170 | 11,700 | 23,400 | | | 698,022 | | Annual Stock Option (3) | 9/21/2023 | | | | | | | 37,000 | 59.66 | 699,680 | | Richard B. Lewis | | | | | | | | | | | | Annual Cash Incentive | | 140,000 | 350,000 | 700,000 | | | | | | | | PSU Awards | 9/21/2023 | | | | 710 | 7,100 | 14,200 | | | 423,586 | | Annual Stock Option (3) | 9/21/2023 | | | | | | | 22,500 | 59.66 | 425,481 | | Thomas R. Scalf | | | | | | | | | | | | Annual Cash Incentive | | 140,000 | 350,000 | 700,000 | | | | | | | | PSU Awards | 9/21/2023 | | | | 710 | 7,100 | 14,200 | | | 423,586 | | Annual Stock Option (3) | 9/21/2023 | | | | | | | 22,500 | 59.66 | 425,481 | | Amy C. Becker | | | | | | | | | | | | Annual Cash Incentive | | 144,200 | 360,500 | 721,000 | | | | | | | | PSU Awards | 9/21/2023 | | | | 670 | 6,700 | 13,400 | | | 399,722 | | Annual Stock Option (3) | 9/21/2023 | | | | | | | 21,200 | 59.66 | 400,898 |

  59. Fiscal 2024 Grants of Plan-Based Awards Table

    _______________ (1) The Threshold, Target, and Maximum represent the range of potential payments for fiscal 2024 under the Annual Cash Incentive Plan described in the Compensation Discussion and Analysis based on the NEOs’ base salary as of July 31, 2024. The threshold amount reflects payment at threshold performance achievement across all applicable financial goals. The amount actually earned and paid out is based on the attainment of pre-established performance goals and is reflected in the Summary Compensation Table. (2) The Threshold, Target, and Maximum represent the range of payments under the PSU awards described in the Compensation Discussion and Analysis. The amounts in these columns reflect shares of stock and are based on the attainment of pre-established three fiscal-year performance goals. (3) The annual stock option awards were granted to our NEOs on September 21, 2023 as described in the Compensation Discussion and Analysis. These grants were approved by the HR Committee at its September 2023 meeting. All options were granted with an exercise price equal to the closing stock price of the Company’s common stock on the date of the grant and vest in three equal annual installments beginning on the first anniversary of the grant date.

  60. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the equity awards held by our NEOs as of the last day of fiscal 2024.

  61. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($) | | Tod E. Carpenter | | | | | | | | | Stock Options | 1/30/2015 | 55,000 | — | 36.56 | 1/30/2025 | | | | | 12/17/2015 | 160,500 | — | 28.00 | 12/17/2025 | | | | | 12/16/2016 | 166,500 | — | 42.72 | 12/16/2026 | | | | | 9/22/2017 | 150,500 | — | 45.43 | 9/22/2027 | | | | | 9/21/2018 | 152,000 | — | 59.18 | 9/21/2028 | | | | | 9/26/2019 | 178,600 | — | 51.61 | 9/26/2029 | | | | | 9/24/2020 | 187,000 | — | 46.06 | 9/24/2030 | | | | | 9/23/2021 | 96,001 | 47,999 | 59.40 | 9/23/2031 | | | | | 9/22/2022 | 49,467 | 98,933 | 50.89 | 9/22/2032 | | | | | 9/21/2023 | — | 134,800 | 59.66 | 9/21/2033 | | | | PSUs | | | | | | | | | 8/1/22 - 7/31/25 | | | | | | 45,200 | 3,381,864 | | 8/1/23 - 7/31/26 | | | | | | 42,700 | 3,194,814 | | Scott J. Robinson | | | | | | | | | Stock Options | 9/21/2018 | 39,000 | — | 59.18 | 9/21/2028 | | | | | 9/26/2019 | 44,600 | — | 51.61 | 9/26/2029 | | | | | 9/24/2020 | 46,800 | — | 46.06 | 9/24/2030 | | | | | 9/23/2021 | 25,734 | 12,866 | 59.40 | 9/23/2031 | | | | | 9/22/2022 | 13,967 | 27,933 | 50.89 | 9/22/2032 | | | | | 9/21/2023 | — | 37,000 | 59.66 | 9/21/2033 | | | | PSUs | | | | | | | | | 8/1/22 - 7/31/25 | | | | | | 12,800 | 957,696 | | 8/1/23 - 7/31/26 | | | | | | 11,700 | 875,394 | | Richard B. Lewis | | | | | | | | | Stock Options | 6/30/2015 | 10,000 | — | 35.80 | 6/30/2025 | | | | | 12/17/2015 | 13,500 | — | 28.00 | 12/17/2025 | | | | | 12/16/2016 | 12,000 | — | 42.72 | 12/16/2026 | | | | | 9/22/2017 | 8,600 | — | 45.43 | 9/22/2027 | | | | | 9/21/2018 | 12,300 | — | 59.18 | 9/21/2028 | | | | | 9/26/2019 | 24,700 | — | 51.61 | 9/26/2029 | | | | | 9/24/2020 | 25,800 | — | 46.06 | 9/24/2030 | | | | | 9/23/2021 | 15,201 | 7,599 | 59.40 | 9/23/2031 | | | | | 9/22/2022 | 8,067 | 16,133 | 50.89 | 9/22/2032 | | | | | 9/21/2023 | — | 22,500 | 59.66 | 9/21/2033 | | | | PSUs | | | | | | | | | 8/1/22 - 7/31/25 | | | | | | 7,400 | 553,668 | | 8/1/23 - 7/31/26 | | | | | | 7,100 | 531,222 | | Thomas R. Scalf | | | | | | | | | Stock Options | 12/17/2015 | 29,500 | — | 28.00 | 12/17/2025 | | | | | 12/16/2016 | 28,500 | — | 42.72 | 12/16/2026 | | | | | 9/22/2017 | 25,800 | — | 45.43 | 9/22/2027 | | |

  62. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($) | | | 9/21/2018 | 30,800 | — | 59.18 | 9/21/2028 | | | | | 9/26/2019 | 35,200 | — | 51.61 | 9/26/2029 | | | | | 9/24/2020 | 36,900 | — | 46.06 | 9/24/2030 | | | | | 9/23/2021 | 17,534 | 8,766 | 59.40 | 9/23/2031 | | | | | 9/22/2022 | 8,601 | 17,199 | 50.89 | 9/22/2032 | | | | | 9/21/2023 | — | 22,500 | 59.66 | 9/21/2033 | | | | PSUs | | | | | | | | | 8/1/22 - 7/31/25 | | | | | | 7,900 | 591,078 | | 8/1/23 - 7/31/26 | | | | | | 7,100 | 531,222 | | Amy C. Becker | | | | | | | | | Stock Options | 12/5/2014 | 14,500 | — | 38.78 | 12/5/2024 | | | | | 12/17/2015 | 18,500 | — | 28.00 | 12/17/2025 | | | | | 12/16/2016 | 19,000 | — | 42.72 | 12/16/2026 | | | | | 9/22/2017 | 21,500 | — | 45.43 | 9/22/2027 | | | | | 9/21/2018 | 21,600 | — | 59.18 | 9/21/2028 | | | | | 9/26/2019 | 24,700 | — | 51.61 | 9/26/2029 | | | | | 9/24/2020 | 25,800 | — | 46.06 | 9/24/2030 | | | | | 9/23/2021 | 13,467 | 6,733 | 59.40 | 9/23/2031 | | | | | 9/22/2022 | 7,534 | 15,066 | 50.89 | 9/22/2032 | | | | | 9/21/2023 | — | 21,200 | 59.66 | 9/21/2033 | | | | PSUs | | | | | | | | | 8/1/22 - 7/31/25 | | | | | | 6,900 | 516,258 | | 8/1/23 - 7/31/26 | | | | | | 6,700 | 501,294 |

  63. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Stock options have a ten-year term and vest in three equal annual installments beginning on the first anniversary of the grant date. The vesting dates for stock options unexercisable as of July 31, 2024 are as follows:

  64. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Stock Options Vesting | | | | | | September | September | September | | Name | Grant Date | 2024 | 2025 | 2026 | | Tod E. Carpenter | 9/23/2021 | 47,999 | | | | | 9/22/2022 | 49,467 | 49,466 | | | | 9/21/2023 | 44,934 | 44,933 | 44,933 | | Scott J. Robinson | 9/23/2021 | 12,866 | | | | | 9/22/2022 | 13,967 | 13,966 | | | | 9/21/2023 | 12,334 | 12,333 | 12,333 | | Richard B. Lewis | 9/23/2021 | 7,599 | | | | | 9/22/2022 | 8,067 | 8,066 | | | | 9/21/2023 | 7,501 | 7,500 | 7,499 | | Thomas R. Scalf | 9/23/2021 | 8,766 | | | | | 9/22/2022 | 8,600 | 8,599 | | | | 9/21/2023 | 7,501 | 7,500 | 7,499 | | Amy C. Becker | 9/23/2021 | 6,733 | | | | | 9/22/2022 | 7,533 | 7,533 | | | | 9/21/2023 | 7,067 | 7,067 | 7,066 |

  65. Outstanding Equity Awards at 2024 Fiscal Year-End

    (2) These amounts represent the Target payout for the PSU awards as described in the Compensation Discussion and Analysis section. The market value is calculated using the closing price of the Company's common stock on the NYSE on the last day of fiscal 2024.

  66. Fiscal 2024 Option Exercises and Stock Vested Table

    Fiscal 2024 Option Exercises and Stock Vested Table The following table summarizes information on stock option awards exercised during fiscal 2024, and the PSU payouts for the cycle ending July 31, 2024. For stock options, the value realized is based on the difference between the closing price of our common stock on the date of exercise and the exercise price. For stock awards, the value realized on vesting is based on the closing price of our common stock on the vesting date.

  67. Fiscal 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | | Tod E. Carpenter | 74,000 | 1,846,740 | 46,299 | 3,417,792 | | Scott J. Robinson | 74,600 | 2,090,390 | 12,481 | 921,347 | | Richard B. Lewis | 6,000 | 173,550 | 7,381 | 544,865 | | Thomas R. Scalf | — | — | 8,455 | 624,148 | | Amy C. Becker | 3,000 | 65,373 | 6,442 | 475,548 |

  68. Fiscal 2024 Option Exercises and Stock Vested Table

    _______________ (1) Amount reported represents the closing price of our common stock on the exercise date, less the exercise price, multiplied by the number of shares exercised. (2) Amount reported represents the closing price of our common stock on the vesting date multiplied by the number of shares acquired on vesting.

  69. Pension Benefits

    Pension Benefits The Company provides pension benefits to our U.S. Officers through the following plans: •Salaried Employees’ Pension Plan •Excess Pension Plan

  70. Fiscal 2024 Pension Benefits

    Fiscal 2024 Pension Benefits The following table summarizes information with respect to pension plans for each eligible NEO.

  71. Fiscal 2024 Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit (1) ($) | Payments During Last Fiscal Year ($) | | Tod E. Carpenter | Salaried Employees’ Pension Plan | 20 | 761,740 | — | | | Excess Pension Plan | 20 | 522,091 | — | | Scott J. Robinson (2) | Salaried Employees’ Pension Plan | — | — | — | | | Excess Pension Plan | — | — | — | | Richard B. Lewis | Salaried Employees’ Pension Plan | 14 | 313,978 | — | | | Excess Pension Plan | 14 | 15,143 | — | | Thomas R. Scalf | Salaried Employees’ Pension Plan | 27 | 711,566 | — | | | Excess Pension Plan | 27 | 151,160 | — | | Amy C. Becker | Salaried Employees’ Pension Plan | 19 | 573,511 | — | | | Excess Pension Plan | 19 | 40,105 | — |

  72. Fiscal 2024 Pension Benefits

    ______________ (1) The present value of the accumulated benefit for the Salaried Employees’ Pension Plan and the Excess Pension Plan was determined by projecting the July 31, 2024 cash balance amounts to age 65 using the plan's prescribed interest crediting rate for the first fiscal year and 5.60% for all subsequent years and discounting it using a 5.41% interest rate. The actual accrued balances as of the end of fiscal 2024 are reflected in the table below. For additional assumptions used in this calculation, refer to Note 14 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2024.

  73. Fiscal 2024 Pension Benefits

    | Name | Salaried Employees’ Pension Plan ($) | Excess Pension Plan ($) | | Tod E. Carpenter | 761,740 | 522,091 | | Scott J. Robinson | — | — | | Thomas R. Scalf | 699,275 | 148,282 | | Richard B. Lewis | 305,697 | 14,718 | | Amy C. Becker | 565,384 | 39,466 |

  74. Fiscal 2024 Pension Benefits

    (2) Mr. Robinson was hired after August 1, 2013 and, therefore, is not eligible to participate in our Salaried Employee's Pension Plan or the Excess Pension Plan.

  75. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation U.S. Officers are eligible to defer the following compensation through the Deferred Compensation and 401(k) Excess Plan ("Deferred Comp Plan"): •Up to 75% of base salary •Up to 100% of annual cash incentive •Up to 100% of the PSU award payouts •Up to 25% of compensation in excess of the qualified plan compensation limits ($330,000 for 2023 and $345,000 for 2024) Prior to calendar year 2020, participants were able to allocate the deferrals of base salary and annual cash incentive to be credited with a fixed rate of return (as approved by the HR Committee) equal to the ten-year Treasury Bond rate or to one or more investment funds. Effective January 1, 2020, participants are only able to allocate the deferrals of base salary and annual cash incentive to one or more investment funds. Several mutual fund investments are available, and funds may be reallocated among the investment alternatives at any time. Some of the funds mirror the funds utilized in our Retirement Savings and Employees Stock Ownership Plan. These amounts are funded through a non-qualified “rabbi” trust. All PSU awards are funded through a non-qualified “rabbi” trust and paid out in stock. These deferrals earn quarterly dividends that are paid in the Company’s common stock. Payments are made under these plans in the form of a lump sum or annual installments. Prior to calendar year 2020, participants could elect annual installments up to 20 years. Effective January 1, 2020, annual installment distributions can be elected for up to 10 years. The deferral elections and payment elections are made in accordance with the timing requirements of applicable IRS regulations. The following table summarizes participation of our NEOs in our Deferred Comp Plan.

  76. Fiscal 2024 Non-Qualified Deferred Compensation

    Fiscal 2024 Non-Qualified Deferred Compensation

  77. Fiscal 2024 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY (1) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (3) ($) | | Tod E. Carpenter | — | 60,632 | 419,481 | — | 2,821,868 | | Scott J. Robinson | 33,125 | 46,375 | 46,983 | — | 511,679 | | Richard B. Lewis | 1,157,227 | 21,151 | 152,782 | — | 2,437,728 | | Thomas R. Scalf | 83,846 | 36,383 | 183,356 | — | 1,233,895 | | Amy C. Becker | 25,090 | 35,126 | 153,658 | — | 1,010,171 |

  78. Fiscal 2024 Non-Qualified Deferred Compensation

    ______________ (1) Includes amounts in 401(k) excess contributions for all NEOs and the following deferrals reported as part of each NEO's salary and non-equity incentive plan compensation in the Summary Compensation Table: •$14,423 deferred base salary and $344,458 deferred annual cash incentive for Mr. Lewis; and •$25,962 deferred base salary and $34,920 deferred annual cash incentive for Mr. Scalf. (2) This reflects the Company match for any applicable deferred salary, deferred annual cash incentive, and 401(k) excess contributions. These amounts are reported under All Other Compensation in the Summary Compensation Table. (3) A portion of the aggregated balances shown above were reported as salary, annual incentive compensation, and/or all other compensation in the Summary Compensation Table for previous years: Mr. Carpenter, $780,588; Mr. Robinson, $217,179 Mr. Lewis, $1,004,910; Mr. Scalf, $464,758; and Ms. Becker, $327,472.

  79. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our Officers are covered by the CIC Plan and stock plan award agreements that govern key payments and benefits in the event of a termination of employment. The following discussion highlights applicable compensation and benefits that would be provided under different termination scenarios.

  80. Retirement

    Retirement Certain of our compensation programs provide certain benefits when Officers qualify for "retirement," which is defined as either being age 55 or being age 55 with at least five years of service. The following benefits apply in these retirement scenarios: •An annual cash incentive payment at the end of the applicable fiscal year would be prorated based on time worked. •Outstanding stock option awards continue to vest in accordance with the terms of the award agreement. •Outstanding PSU awards would be prorated based on time worked and payments would be processed at the end of the three-year performance cycle according to the Company's performance results. •Outstanding RSU awards would be prorated based on time worked.

  81. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The following table sets forth applicable payment estimates to our NEOs assuming each termination event occurred on July 31, 2024, the last business day of the fiscal year. The estimates are based on the July 31, 2024 closing stock price of $74.82.

  82. Potential Payments Upon Termination or Change in Control Table

    | | | Potential Payments ($) | | | | | | Triggering Event (1) | Compensation Component | Tod E. Carpenter | Scott J. Robinson | Richard B. Lewis | Thomas R. Scalf | Amy C. Becker | | Death | Annual Incentive | 1,512,680 | 538,981 | 456,925 | 412,335 | 424,705 | | | PSUs (5) | 3,319,514 | 930,262 | 546,186 | 571,126 | 511,270 | | | Restricted Stock | — | — | — | — | — | | | Total | 4,832,194 | 1,469,243 | 1,003,111 | 983,461 | 935,975 | | Disability | Annual Disability Benefit (7) | 1,630,303 | 659,201 | 525,064 | 579,696 | 528,665 | | | Annual Incentive | 1,512,680 | 538,981 | 456,925 | 412,335 | 424,705 | | | Stock Options | 5,151,179 | 1,427,750 | 844,339 | 887,844 | 785,744 | | | PSUs (5) | 3,319,514 | 930,262 | 546,186 | 571,126 | 511,270 | | | Restricted Stock | — | — | — | — | — | | | Total | 11,613,676 | 3,556,194 | 2,372,514 | 2,451,001 | 2,250,384 | | Involuntary Termination (2) | Cash Severance | 1,819,000 | 551,346 | 561,538 | 600,000 | 618,000 | | | Benefit Continuation | 3,306 | 1,453 | 4,366 | 5,400 | 2,954 | | | Total | 1,822,306 | 552,799 | 565,904 | 605,400 | 620,954 | | Retirement (3) | Annual Incentive (4) | 1,512,680 | 538,981 | — | 412,335 | 424,705 | | | Stock Options (6) | 5,151,179 | 1,427,750 | — | 887,844 | 785,744 | | | PSUs (4, 5) | 3,319,514 | 930,262 | — | 571,126 | 511,270 | | | Restricted Stock (6) | — | — | — | — | — | | | Total | 9,983,373 | 2,896,993 | — | 1,871,305 | 1,721,719 | | Change in Control | Stock Options | 5,151,179 | 1,427,750 | 844,339 | 887,844 | 785,744 | | | PSUs (5) | 6,576,678 | 1,833,090 | 1,084,890 | 1,122,300 | 1,017,552 | | | Restricted Stock | — | — | — | — | — | | | Total | 11,727,857 | 3,260,840 | 1,929,229 | 2,010,144 | 1,803,296 | | Qualifying Termination Following or in Connection with a Change in Control | Cash Severance (8) | 7,062,000 | 2,135,000 | 1,700,000 | 1,700,000 | 1,751,000 | | | Pension Benefits (9) | 926,895 | — | 267,653 | 318,637 | 318,600 | | | Benefit Continuation | 48,934 | 43,468 | 68,633 | 71,356 | 48,927 | | | Outplacement (10) | 45,000 | 45,000 | 45,000 | 45,000 | 45,000 | | | Total | 8,082,829 | 2,223,468 | 2,081,286 | 2,134,993 | 2,163,527 |

  83. Potential Payments Upon Termination or Change in Control Table

    ________________ (1) No forms of severance payments or additional benefits are provided to Officers upon a voluntary decision to terminate employment or a termination for cause prior to being eligible for retirement. (2) If the HR Committee were to follow our Severance Plan for broad-based employees, the payments above would have been made to our NEOs had they been involuntarily terminated at the end of fiscal 2024. (3) Mr. Lewis is not retirement eligible as of the last day of fiscal 2024. (4) Retirement eligible definition is age 55 plus a requirement of five years of service. (5) This represents the vesting of two PSU award cycles outstanding as of the last day of fiscal 2024 and assumes payment at target achievement. Under a change in control situation, payout would be accelerated. (6) Retirement eligible definition is age 55 without a minimum years of service requirement. (7) $120,000 of the annual disability benefit is fully insured and payable by the insurance company. Anything in excess of this amount is self-insured and payable by the Company. (8) Under the CIC Plan, this represents a lump sum equal to: •Three times the sum of base salary and the annual incentive at target for Mr. Carpenter. •Two times the sum of base salary and the annual incentive at target for Messrs. Robinson, Lewis, and Scalf and Ms. Becker. (9) Mr. Robinson was hired after August 1, 2013 and, therefore, is not eligible to participate in our Salaried Employee's Pension Plan. (10) This is based on the assumption that the NEO would utilize $15,000 per year in outplacement services for the full three years. Under the CIC Plan, the payment may be reduced in situations where the Officer would otherwise be subject to the excise tax liability under Section 280G of the Internal Revenue Code. The amounts in the table above do not reflect any reductions that might be made. With a change in control followed by a termination within 24 months, any payments under the Deferred Comp Plan would become immediately payable to the participant in the form of a lump sum. Additionally, any accrued benefits under the Salaried Employees’ Pension Plan and the Excess Pension Plan also become immediately vested. As of the end of fiscal 2024, all eligible Officers were 100% vested under these plans.

  84. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing a disclosure of the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee. For fiscal 2024:

  85. Pay Ratio Disclosure

    | Annual Total Compensation of Median Employee | $52,405 | | Annual Total Compensation of our CEO | $7,841,468 |

  86. Pay Ratio Disclosure

    Based on this information, our fiscal 2024 pay ratio of 150 to 1 is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Our median employee for our fiscal 2024 pay ratio calculation is the same employee used for our fiscal 2023 pay ratio calculation. We do not believe there were any material changes to the Company's employee population or compensation arrangements that would significantly impact the pay ratio disclosure and warrant calculating a new median employee. We calculated annual total compensation for our identified median employee in accordance with the same methodology used for our NEOs as set forth in the Summary Compensation Table. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column reported in the Summary Compensation Table.

  87. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The table below contains information about the relationship between "compensation actually paid" to our NEOs as determined under SEC rules and our financial performance for fiscal years 2021 to 2024. The cumulative Total Shareholder Return ("TSR") depicts a hypothetical $100 investment in our common stock on July 31, 2020, (the last day of our fiscal 2020), and shows the value of that investment over time (assuming the reinvestment of dividends) as of the end of each fiscal year. A hypothetical $100 investment in the peer group using the same methodology is shown for comparison. The peer group referenced in the table below is the S&P Industrial Machinery Index.

  88. Pay Versus Performance Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO (1) ($) | Compensation Actually Paid to CEO (2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs (3) ($) | Average Compensation Actually Paid to Non-CEO NEOs (4) ($) | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income (millions) ($) | Diluted Earnings Per Share-Incentive ($) | | 2024 | 7,841,468 | 11,204,799 | 2,059,341 | 2,682,609 | 165 | 178 | 414 | 3.42 | | 2023 | 7,181,607 | 10,273,145 | 1,815,331 | 2,264,810 | 136 | 155 | 359 | 3.07 | | 2022 | 7,043,946 | 5,169,566 | 1,828,256 | 1,465,182 | 116 | 124 | 333 | 2.70 | | 2021 | 6,878,950 | 13,593,477 | 1,774,558 | 3,098,144 | 139 | 144 | 287 | 2.31 |

  89. Pay Versus Performance Disclosure

    (1) The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Carpenter, our Chairman, President and Chief Executive Officer for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). (2) The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Carpenter as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Carpenter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Carpenter’s total compensation for each year to determine the Compensation Actually Paid. For purposes of awards that provide for continued vesting upon Mr. Carpenter’s retirement, for which Mr. Carpenter has met the retirement eligibility conditions, the awards are not treated as vested until the award actually vests, which is a change from the presentation used in our proxy statement from last year; however, all years presented in the table above and the charts below have been adjusted to conform to this presentation.

  90. Pay Versus Performance Disclosure

    | Adjustments to Determine Compensation Actually Paid for CEO | 2024 ($) | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | (2,547,482) | | Deduction for Amounts Reported under the "Option Awards" Column in the SCT | (2,549,106) | | Increase for Fair Value of Equity Awards Granted During Current Fiscal Year that Remain Unvested as of Fiscal Year End | 6,951,787 | | Increase/Deduction for Change in Fair Value from Prior Fiscal Year End to Current Fiscal Year End of Equity Awards Granted Prior to Current Fiscal Year that Were Unvested as of Fiscal Year End | 1,321,227 | | Increase/Deduction for Change in Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted Prior to Current Fiscal Year that Vested During Current Fiscal Year | 256,650 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT* | (69,745) | | Total | 3,363,331 |

  91. Pay Versus Performance Disclosure

    * The Company's pension plans are frozen; therefore, the service cost for each year was $0. (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company's NEOs as a group (excluding Mr. Carpenter) in the “Total” column of the SCT in each applicable year. (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Carpenter), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Carpenter) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Carpenter) for each year to determine the compensation actually paid, using the same methodology described above in Note 2. For purposes of awards that provide for continued vesting upon a non-CEO NEO’s retirement when they are eligible for such treatment, the awards are not treated as vested until the award actually vests, which is a change from the presentation used in our proxy statement from last year; however, all years presented in the table above and the charts below have been adjusted to conform to this presentation.

  92. Pay Versus Performance Disclosure

    | Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs | 2024 ($) | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | (486,229) | | Deduction for Amounts Reported under the "Option Awards" Column in the SCT | (487,885) | | Increase for Fair Value of Equity Awards Granted During Current Fiscal Year that Remain Unvested as of Fiscal Year End | 1,328,848 | | Increase/Deduction for Change in Fair Value from Prior Fiscal Year End to Current Fiscal Year End of Equity Awards Granted Prior to Current Fiscal Year that Were Unvested as of Fiscal Year End | 253,847 | | Increase/Deduction for Change in Fair Value from Prior Fiscal Year End to Vesting Date of Equity Awards Granted Prior to Current Fiscal Year that Vested During Current Fiscal Year | 48,599 | | Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT* | (33,912) | | Total | 623,268 |

  93. Pay Versus Performance Disclosure

    * The Company's pension plans are frozen; therefore, the service cost for each year was $0. The non-CEO NEOs included in average compensation are named below by year.

  94. Pay Versus Performance Disclosure

    | 2024 | 2023 | 2022 | 2021 | | Scott J. Robinson | Scott J. Robinson | Scott J. Robinson | Scott J. Robinson | | Richard B. Lewis | Thomas R. Scalf | Thomas R. Scalf | Thomas R. Scalf | | Thomas R. Scalf | Richard B. Lewis | Jeffrey E. Spethmann | Jeffrey E. Spethmann | | Amy C. Becker | Amy C. Becker | Richard B. Lewis | Amy C. Becker | | | Wim Vermeersch | | |