Business Context and Reporting Period
This Form 8-K filing by Donaldson Company, Inc. (Donaldson) reports corporate governance changes effective December 8, 2015. The report date is December 4, 2015.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive appointments and compensation arrangements.
Material Changes
The filing announces two officer changes effective December 8, 2015:
- James F. Shaw: Appointed to the newly created role of Chief Finance Compliance Officer.
- Scott J. Robinson: Appointed as Vice President and Chief Financial Officer.
Management Commentary and Compensation Details
Management has outlined the compensation package for the incoming CFO, Scott J. Robinson, as follows:
- Base Salary: $400,000 annually.
- Annual Cash Incentive: Target opportunity of 50% of base salary.
- Long-Term Incentive Awards (Fiscal 2016): Value of $450,000 (subject to pro-rating for the portion of the year employed).
- Restricted Stock: A grant of 7,500 shares approved by the Human Resources Committee, cliff vesting five years from the grant date of December 8, 2015.
- Other Benefits: Participation in the Change in Control Agreement (Vice President level), Long-Term Compensation Plan, Annual Cash Incentive Plan, annual stock option award program, Deferred Compensation Plan, and 401(k) Excess Plan.
Other than Change in Control Agreements, the Company does not have employment contracts with its Executive Officers.
Investor Verification Checklist
- Verify the effective date of the new CFO appointment (December 8, 2015).
- Review the Fiscal 2015 Proxy Statement for details on the Compensation, Discussion and Analysis (CD&A) referenced for plan descriptions.
- Confirm the vesting schedule for the 7,500 restricted stock shares granted to Mr. Robinson.
- Check for any subsequent filings regarding the departure of the previous CFO or Chief Finance Compliance Officer.