# Board Oversight Data API - SEC Form DEF 14A > Database of board oversight data from proxy statements filed on SEC Form DEF 14A, including board size and independence, non-independent directors, chair and lead independent director, combined CEO and chair roles, committees with meetings and independence, audit committee financial experts, board meetings and attendance below 75%, overboarding limits, other public company boards, risk oversight by committee, relationships in the independence review and board self-evaluations. Source: https://sec-api.io/docs/board-oversight-data-api The Board Oversight Data API shows how independent the board of a public company is and how the board organizes to oversee management, risk and the audit. The data covers the boards of public companies from 1994 to the present. Each record covers one proxy statement. Search queries on any field return the matching records in JSON format through one API endpoint. The API extracts these facts about the board as a whole: the number and share of independent directors, the directors who are not independent and the reason, the leadership structure, the committees, the attendance of the directors, the limits on service on other boards, the allocation of risk oversight and the self-evaluation process. The leadership structure and the allocation of risk oversight start in 2010, when the SEC first required this disclosure. The records of one company over several years show how its board changes. For the profile of each director, such as age, tenure and committee memberships, use the [Directors & Board Members API](https://sec-api.io/docs/directors-and-board-members-data-api). Data sample · Board oversight | Filed at | Ticker | Company | Meeting | Board size | Independent | Leadership | Chair | Lead director | Controlled | Committees | Board meetings | All at 75% | Max boards | Most other boards | Financial experts | Evaluation | CIK | Accession no. | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2026-10-07 | CPB | CAMPBELL'S Co | 2026-11-17 | 12 | 11 | independent chair | Keith R. McLoughlin | – | No | 4 | 7 | Yes | 5 | 1 | 2 | annual | 16732 | 0000016732-26-000031 | | 2026-10-06 | CBRL | CRACKER BARREL OLD COUNTRY STORE, INC | 2026-11-19 | 9 | 8 | independent chair | Carl Berquist | – | No | 5 | 8 | Yes | – | 2 | 3 | not stated | 1067294 | 0001104659-26-114062 | | 2026-10-06 | INTA | Intapp, Inc. | 2026-11-17 | 8 | 6 | combined ceo chair | John Hall | – | No | 3 | 6 | Yes | – | 2 | 1 | annual | 1565687 | 0001140361-26-038804 | | 2026-10-06 | SNDK | Sandisk Corp | 2026-11-17 | 8 | 7 | combined ceo chair | David V. Goeckeler | Richard B. Cassidy II | No | 4 | 8 | Yes | 5 | 3 | 3 | annual | 2023554 | 0001308179-26-000423 | | 2026-10-06 | LITE | Lumentum Holdings Inc. | 2026-11-18 | 9 | 8 | independent chair | Penelope A. Herscher | – | No | 3 | 9 | Yes | – | 2 | 3 | annual | 1633978 | 0001308179-26-000420 | | 2026-10-06 | AVT | AVNET INC | 2026-11-20 | 10 | 9 | independent chair | Rodney C. Adkins | – | No | 5 | 4 | Yes | 5 | 3 | 3 | annual | 8858 | 0001104659-26-114038 | | 2026-10-06 | PDEX | PRO DEX INC | 2026-11-19 | 7 | 5 | independent chair | Nicholas J. Swenson | – | No | 4 | 4 | Yes | – | 2 | 2 | not stated | 788920 | 0001079973-26-001325 | | 2026-10-06 | DCI | DONALDSON Co INC | 2026-11-20 | 10 | 8 | non independent chair | Tod E. Carpenter | Christopher M. Hilger | No | 3 | 6 | Yes | 5 | 1 | 2 | annual | 29644 | 0000029644-26-000115 | | 2026-10-05 | WDC | WESTERN DIGITAL CORP | 2026-11-20 | 9 | 8 | independent chair | Martin I. Cole | – | No | 4 | 8 | No | 5 | 1 | 3 | annual | 106040 | 0001628280-26-064909 | | 2026-10-02 | VIAV | VIAVI SOLUTIONS INC. | 2026-11-11 | 9 | 8 | independent chair | Richard E. Belluzzo | – | No | 4 | 7 | Yes | – | 2 | 3 | annual | 912093 | 0001628280-26-064524 | | 2026-10-02 | JKHY | JACK HENRY & ASSOCIATES INC | 2026-11-19 | 10 | 9 | independent chair | Matthew C. Flanigan | – | No | 4 | 6 | Yes | 4 | 1 | 2 | annual | 779152 | 0000779152-26-000088 | | 2026-09-30 | EL | ESTEE LAUDER COMPANIES INC | 2026-11-17 | 14 | 9 | non independent chair | William P. Lauder | Richard F. Zannino | Yes | 4 | 12 | No | 5 | 3 | 2 | not stated | 1001250 | 0001104659-26-112176 | | 2026-09-24 | COTY | COTY INC. | 2026-11-05 | 9 | 8 | combined ceo chair | Markus Strobel | Carsten Fischer | Yes | 2 | 10 | No | – | 2 | 2 | annual | 1024305 | 0001024305-26-000060 | The data comes from proxy statements filed on SEC Form DEF 14A. A company that requests proxies from its shareholders files a proxy statement before the shareholder meeting. In the proxy statement, the board reports which directors are independent, who chairs the board, which committees exist, how often the board met and which committee oversees which risk. The data is extracted from the text of the proxy statement: the sections on director independence, board leadership, board committees, board meetings and attendance, the corporate governance guidelines, the director biographies and the risk oversight section. The data is provided in a structured JSON format. The extracted information includes: - Board size, number and percentage of independent directors, the listing standard used, and controlled company status - Directors who are not independent, with the reason, for example a current or former executive or a family member of the founding family - Chair of the board and the chair's independence, combined CEO and chair role, lead independent director, number of executive sessions, and the reason that the board gives for its structure - Standing committees with type, chair, number of members, number of meetings and independence of all members - Audit committee financial experts - Number of board meetings, directors who attended fewer than 75% of the meetings, and attendance at the last annual meeting - Overboarding policy: the maximum number of public company boards for directors, for CEOs and for audit committee members - Other public company boards of each director - Risk oversight: which committee, or the full board, oversees which risk area, such as cybersecurity or artificial intelligence - Relationships that the board considered when it determined that a director is independent - Board self-evaluation: frequency, committee and individual director reviews, and the use of an outside firm - Short quotes from the proxy statement that support key values ## API Endpoint Search and retrieve the board oversight data of proxy statements by sending `POST` HTTP requests with search parameters as JSON-formatted payload to the following API endpoint: https://api.sec-api.io/board-oversight Supported HTTP methods: `POST` Request and response content type: `JSON` ## Authentication To authenticate your API requests, use the API key available in your [user profile](https://sec-api.io/login). You can use your API key in one of two ways. Choose the method that best fits your implementation: - **Authorization Header:** Include your API key as an `Authorization` header in your `POST` requests. For instance, before sending a `POST` request to `https://api.sec-api.io/board-oversight`, ensure the header is set as follows: `Authorization: YOUR_API_KEY`. - **Query Parameter:** Alternatively, append your API key directly to the URL as a query parameter. For example, when making `POST` requests, use the URL `https://api.sec-api.io/board-oversight?token=YOUR_API_KEY` instead of the base endpoint. ## Request Parameters Search the board oversight data of proxy statements by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the [Response Structure section](#response-format) below. Send a search query as a JSON-formatted payload to the API using the structure explained below. **Request parameters:** - query: string Your search criteria in the format `field:value` defining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets (`[`, `]`), wildcards (`*`) and search expression grouping with normal brackets (`(`, `)`). More [information on Lucene is available here](https://sec-api.io/resources/lucene-query-syntax-overview). Query examples are [available below.](#request-examples) - from: integer Specifies the starting position of your results, allowing for pagination. For instance, set `from` to 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned per `query`. To retrieve all results in your search universe, increment `from` by the value of the `size` parameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If your `query` locates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with a `filedAt` date range filter, e.g., `filedAt:[2025-01-01 TO 2025-01-31]` (all filings from January 2025), then paginate through the results by incrementing `from`, and once completed, repeat the process for the next month, and so on. - size: integer The number of results to be returned per request. Default: 50. Maximum: 50. - sort: array An array of objects that specify how the returned results are sorted. For example, `[{ "filedAt": { "order": "desc" } }]` sorts the results by the filing date, most recent filings first. Set `order` to `asc` to sort in ascending order. ### Request Examples Find all proxy statements filed in 2026 by companies in which the CEO is also the chair of the board, with the result sorted by the filing date, starting with the most recent filings. A combined CEO and chair role reduces the independent control of the board over management. Increment the `from` parameter by 50 on each subsequent request to paginate through the results. ```json { "query": "leadership.structure:combined_ceo_chair AND filedAt:[2026-01-01 TO 2026-12-31]", "from": "0", "size": "50", "sort": [{"filedAt":{"order":"desc"}}] } ``` Find all proxy statements that name a director who attended fewer than 75% of the meetings of the board and of the committees on which the director served. SEC rules require the proxy statement to name each such director. ```json { "query": "meetings.allDirectorsAttended75Pct:false", "from": "0", "size": "50", "sort": [{"filedAt":{"order":"desc"}}] } ``` ## Response Structure **Response type:** JSON The API response represents a JSON object with two fields: `total` (object) and `data` (array). The `total.value` field indicates the total number of results matching your search query. The `data` array holds up to 50 items per request. Each item represents the extracted data from one proxy statement filed on Form DEF 14A. The data contains only facts that the proxy statement states. A value of `null` or `not_stated`, or an empty array, means that the proxy statement does not state the fact. Counts that the proxy statement does not print are counted from the listed names, as the field descriptions state. Percentages are numbers from 0 to 100. Dates use the format `YYYY-MM-DD`. Each item has the following structure: - accessionNo: string Accession number of the filing, e.g. `0000029644-26-000115`. - formType: string EDGAR form type. Possible values: `DEF 14A`. - filedAt: date Date and time at which SEC EDGAR accepted the filing, e.g. `2026-10-06T13:34:59-04:00`. - periodOfReport: date Period of report as stated in the EDGAR header of the filing, e.g. `2026-10-06`. For a proxy statement, this is usually the date of the shareholder meeting. This field is `null` when the EDGAR header gives no period. - entities: array of objects Companies named in the EDGAR header of the filing. The first entity is the company that holds the meeting and files the proxy statement, marked `(Filer)`. - cik: string Central Index Key (CIK) of the entity, without leading zeros, e.g. `29644`. - ticker: string Trading symbol of the common stock of the entity, e.g. `DCI`. This field is `null` when the entity has no symbol. - companyName: string Name of the entity as in EDGAR, with its role in the filing in brackets, for example `(Filer)`, e.g. `DONALDSON Co INC (Filer)`. - irsNo: string Employer identification number of the entity, assigned by the Internal Revenue Service (IRS), e.g. `410222640`. - fiscalYearEnd: string Last day of the fiscal year of the entity, in the format `MMDD`, e.g. `0731`. - stateOfIncorporation: string Code of the state or country in which the entity is incorporated, e.g. `DE`. - sic: string Standard Industrial Classification (SIC) code and industry title of the entity, as in EDGAR, e.g. `2000 Food and Kindred Products`. - act: string Securities law under which the entity files, as in EDGAR, e.g. `34`. `34` is the Securities Exchange Act of 1934. - fileNo: string SEC file number of the entity, e.g. `001-07891`. - filmNo: string Film number that SEC EDGAR assigned to the filing document of the entity, e.g. `261443235`. - meetingDate: date Date of the shareholder meeting, e.g. `2026-11-20`. - fiscalYear: integer Fiscal year to which the board meeting counts and the attendance statements refer, as stated, e.g. `2026`. A proxy statement filed in October 2026 by a company with a June fiscal year end usually covers fiscal year 2026. - url: string URL of the main filing document on SEC EDGAR. - boardComposition: object Size of the board and the independence of its members, as the board determined it. - boardSize: integer Number of directors on the board at the date of the proxy statement, as stated, e.g. `10`. When the proxy statement gives no number, the value is counted from the list of current directors. - independentDirectors: integer Number of directors that the board determined to be independent, as stated, e.g. `8`. When the proxy statement gives no number, the value is counted from the names of the independent directors. - independentDirectorsPct: number Percentage of directors that are independent, as printed, e.g. `88`. This field is `null` when the proxy statement prints no percentage. It is not calculated. - independenceStandard: string Listing standard that the board used to determine independence. `nyse` is the New York Stock Exchange, `nasdaq` is the Nasdaq Stock Market, `nyse_american` is NYSE American. Possible values: `nyse`, `nasdaq`, `nyse_american`, `other`, `not_stated`. - isControlledCompany: boolean `true` when the proxy statement states that the company is a controlled company under the listing standards. A controlled company does not have to have a majority of independent directors. `false` when the proxy statement states that the company is not a controlled company, or when it does not mention the status. - nonIndependentDirectors: array of objects Directors that the board did not determine to be independent, with the reason. One item per director. - name: string Name of the director, as printed, e.g. `Tod E. Carpenter`. - reason: string Reason why the director is not independent, as the proxy statement states or describes it. `current_executive` is an officer or employee of the company. `former_executive` was an officer or employee of the company in recent years. `affiliated_shareholder` represents a large shareholder. `business_relationship` has a business or payment relationship with the company. `family_relationship` is a member of a family that controls the company or a family member of an executive. Possible values: `current_executive`, `former_executive`, `affiliated_shareholder`, `business_relationship`, `family_relationship`, `other`, `not_stated`. - detail: string Short description of the reason, as stated. - leadership: object Board leadership structure defines the chair, whether the chief executive officer (CEO) serves as chair, and whether a lead independent director exists. A combined CEO and chair role reduces independent board control of management. A lead independent director can offset this. - structure: string Leadership structure. `combined_ceo_chair` is one person as CEO and chair. `independent_chair` is a chair who is independent. `non_independent_chair` is a chair who is not the CEO and not independent, for example an executive chair or a former CEO. Possible values: `combined_ceo_chair`, `independent_chair`, `non_independent_chair`, `not_stated`. - chairName: string Name of the chair of the board, as printed, e.g. `Tod E. Carpenter`. - chairIsIndependent: boolean `true` when the proxy statement states that the chair is independent. - ceoIsChair: boolean `true` when the CEO is also the chair of the board. - leadIndependentDirector: string Name of the lead independent director or presiding director, as printed, e.g. `Christopher M. Hilger`. This field is `null` when the board has no lead independent director. - executiveSessionsHeld: integer Number of meetings of the independent or non-management directors without management in the fiscal year, as stated, e.g. `4`. - rationale: string Short summary of the reason that the board gives for its leadership structure, as stated. At most 400 characters. - committees: array of objects Standing committees of the board. One item per committee. Member names per director are not included. - name: string Name of the committee, as printed, e.g. `Audit Committee`. - committeeType: string Type of the committee. `nominating_governance` is the nominating, governance or nominating and governance committee. Possible values: `audit`, `compensation`, `nominating_governance`, `executive`, `finance`, `risk`, `technology`, `sustainability`, `other`. - chair: string Name of the committee chair, as printed, e.g. `Trudy A. Rautio`. - memberCount: integer Number of members of the committee at the date of the proxy statement, as stated or counted from the list of members, e.g. `4`. - meetingsHeld: integer Number of meetings that the committee held in the fiscal year, as stated, e.g. `7`. - allMembersIndependent: boolean `true` when the proxy statement states that all members of the committee are independent. `false` when it names a member who is not independent. - auditCommitteeFinancialExperts: array of strings Names of the directors that the board designated as audit committee financial experts under SEC rules, e.g. `["Trudy A. Rautio"]`. An audit committee financial expert has experience with financial statements and audits. - meetings: object Board meetings in the fiscal year and the attendance of the directors. - boardMeetingsHeld: integer Number of board meetings held in the fiscal year, as stated, e.g. `6`. A high number can show a crisis or a transaction. - allDirectorsAttended75Pct: boolean `true` when the proxy statement states that each director attended at least 75% of the meetings of the board and of the committees on which the director served. `false` when it names a director below 75%. - directorsBelow75Pct: array of strings Names of directors who attended fewer than 75% of the meetings, as printed, e.g. `["Manuvir Das"]`. - allDirectorsAttendedLastAnnualMeeting: boolean `true` when the proxy statement states that all directors attended the last annual meeting of shareholders. `false` when it states that one or more directors did not attend. - overboarding: object Policy that limits the number of public company boards on which a director can serve. A director on too many boards can have too little time for each board. - hasPolicy: boolean `true` when the proxy statement states a limit on the number of public company boards. `false` when it states that there is no limit. - maxBoardsDirector: integer Maximum number of public company boards on which a director can serve, including the board of the company, e.g. `5`. Calculated as the stated number plus one when the policy counts only other boards. - maxBoardsCeo: integer Maximum number of public company boards on which a director who is the CEO of a public company can serve, including the board of the company, e.g. `2`. Calculated as the stated number plus one when the policy counts only other boards. - maxAuditCommittees: integer Maximum number of public company audit committees on which a member of the audit committee can serve, including the audit committee of the company, e.g. `3`. Calculated as the stated number plus one when the policy counts only other audit committees. - policySummary: string Short summary of the policy, as stated. At most 300 characters. - otherPublicBoards: array of objects Directors and director candidates who serve on the boards of other public companies at the date of the proxy statement. One item per director with at least one other public company board. - director: string Name of the director, as printed, e.g. `Tod E. Carpenter`. - boardCount: integer Number of other public company boards on which the director serves, counted from the list of companies, e.g. `1`. - companies: array of strings Names of the other public companies, as printed, e.g. `["AMETEK, Inc."]`. - riskOversight: array of objects Allocation of risk oversight between the board and its committees. One item per risk area that the proxy statement assigns to the board or to a committee. - riskArea: string Risk area, as printed, e.g. `Strategic and competitive`. - category: string Category of the risk area. `enterprise` is overall or enterprise risk management. `technology_ai` includes artificial intelligence. `sustainability` includes environmental, social and climate risks. `succession_talent` includes management succession and human capital. Possible values: `enterprise`, `strategic`, `financial_reporting`, `cybersecurity`, `compensation`, `sustainability`, `legal_compliance`, `operational`, `technology_ai`, `succession_talent`, `other`. - overseenBy: string Name of the committee that oversees the risk area, as printed, or `Board` when the full board oversees it, e.g. `Board`. - independenceRelationships: array of objects Transactions and relationships that the board considered when it determined that a director is independent. One item per director and relationship. - director: string Name of the director, as printed, e.g. `Pilar Cruz`. - relationshipType: string Type of relationship. `ordinary_course_business` is a purchase or sale between the company and an organization at which the director works or serves. `charitable` is a payment to a charity that the director is related to. `prior_employment` is an earlier job at the company or at its auditor. Possible values: `ordinary_course_business`, `charitable`, `family`, `professional_services`, `shareholder_affiliation`, `prior_employment`, `other`. - description: string Short description of the relationship, as stated. At most 300 characters. - boardEvaluation: object Process in which the board and its committees review their own work. - conducted: boolean `true` when the proxy statement states that the board evaluates itself. - frequency: string How often the board evaluates itself, as stated. Possible values: `annual`, `biennial`, `other`, `not_stated`. - includesCommittees: boolean `true` when the committees also evaluate themselves. - includesIndividualDirectors: boolean `true` when individual directors are also evaluated. - thirdPartyFacilitator: boolean `true` when the proxy statement states that an outside firm led or supported the evaluation in the last cycle or uses one on a periodic basis. - ledBy: string Committee or person that leads the evaluation, as printed, e.g. `Corporate Governance Committee`. - evidence: object Short quotes from the proxy statement that support key values. Each key is the path of a field, e.g. `leadership.leadIndependentDirector`, and each value is the quote. ### Response Example JSON ```json { "total": { "value": 1, "relation": "eq" }, "data": [ { "accessionNo": "0000029644-26-000115", "formType": "DEF 14A", "filedAt": "2026-10-06T13:34:59-04:00", "periodOfReport": "2026-10-06", "entities": [ { "cik": "29644", "ticker": "DCI", "companyName": "DONALDSON Co INC (Filer)", "irsNo": "410222640", "fiscalYearEnd": "0731", "stateOfIncorporation": "DE", "sic": "3564 Industrial & Commercial Fans & Blowers & Air Purifing Equip", "act": "34", "fileNo": "001-07891", "filmNo": "261443235" } ], "meetingDate": "2026-11-20", "fiscalYear": 2026, "url": "https://www.sec.gov/Archives/edgar/data/29644/000002964426000115/dci-20261002.htm", "boardComposition": { "boardSize": 10, "independentDirectors": 8, "independentDirectorsPct": null, "independenceStandard": "nyse", "isControlledCompany": false, "nonIndependentDirectors": [ { "name": "Tod E. Carpenter", "reason": "current_executive", "detail": "Executive Chairman of the Board; employee director" }, { "name": "Richard B. Lewis", "reason": "current_executive", "detail": "President and Chief Executive Officer; employee director" } ] }, "leadership": { "structure": "non_independent_chair", "chairName": "Tod E. Carpenter", "chairIsIndependent": false, "ceoIsChair": false, "leadIndependentDirector": "Christopher M. Hilger", "executiveSessionsHeld": null, "rationale": "The Board separated the roles of Chairman and CEO to facilitate a smooth CEO transition. The Executive Chairman guides the CEO and presides over Board meetings. Because the Chairman is not independent, the Board appointed an independent Lead Director." }, "committees": [ { "name": "Audit Committee", "committeeType": "audit", "chair": "Trudy A. Rautio", "memberCount": 4, "meetingsHeld": 7, "allMembersIndependent": true }, { "name": "Corporate Governance Committee", "committeeType": "nominating_governance", "chair": "Christopher M. Hilger", "memberCount": 4, "meetingsHeld": 4, "allMembersIndependent": true }, { "name": "Human Resources Committee", "committeeType": "compensation", "chair": "Ajita G. Rajendra", "memberCount": 3, "meetingsHeld": 3, "allMembersIndependent": true } ], "auditCommitteeFinancialExperts": [ "Trudy A. Rautio", "Jacinth C. Smiley" ], "meetings": { "boardMeetingsHeld": 6, "allDirectorsAttended75Pct": true, "directorsBelow75Pct": [], "allDirectorsAttendedLastAnnualMeeting": true }, "overboarding": { "hasPolicy": true, "maxBoardsDirector": 5, "maxBoardsCeo": 2, "maxAuditCommittees": null, "policySummary": "The Corporate Governance Guidelines limit a director to a total of five public company boards; a director serving as an executive officer of a public company may not serve on more than two, in each case including the Donaldson board, unless the Board approves an exception." }, "otherPublicBoards": [ { "director": "Tod E. Carpenter", "boardCount": 1, "companies": [ "AMETEK, Inc." ] }, { "director": "Richard B. Lewis", "boardCount": 1, "companies": [ "Graco, Inc." ] }, { "director": "Simon A. Meester", "boardCount": 1, "companies": [ "Terex Corporation" ] }, { "director": "Richard M. Olson", "boardCount": 1, "companies": [ "The Toro Company" ] } ], "riskOversight": [ { "riskArea": "Strategic and competitive", "category": "strategic", "overseenBy": "Board" }, { "riskArea": "Brand and reputational", "category": "other", "overseenBy": "Board" }, { "riskArea": "Geopolitical", "category": "strategic", "overseenBy": "Board" }, { "riskArea": "CEO succession planning", "category": "succession_talent", "overseenBy": "Board" }, { "riskArea": "Cyber risk, information security, artificial intelligence and technological risk", "category": "cybersecurity", "overseenBy": "Audit Committee" }, { "riskArea": "Major financial and other business risk exposure", "category": "enterprise", "overseenBy": "Audit Committee" }, { "riskArea": "Financial statement integrity and reporting", "category": "financial_reporting", "overseenBy": "Audit Committee" }, { "riskArea": "Executive Officer compensation policies and practices", "category": "compensation", "overseenBy": "Human Resources Committee" }, { "riskArea": "Human capital management and corporate culture", "category": "succession_talent", "overseenBy": "Human Resources Committee" }, { "riskArea": "Governance structure and processes", "category": "other", "overseenBy": "Corporate Governance Committee" }, { "riskArea": "Stockholder concerns (including corporate citizenship and sustainability)", "category": "sustainability", "overseenBy": "Corporate Governance Committee" } ], "independenceRelationships": [ { "director": "Pilar Cruz", "relationshipType": "ordinary_course_business", "description": "Donaldson sells products to and purchases products from Cargill, Incorporated; less than 1% of the entity’s annual revenues in each of the last 3 years." }, { "director": "Christopher M. Hilger", "relationshipType": "ordinary_course_business", "description": "Donaldson purchases products from Securian Financial Group, Inc.; less than 1% of the entity’s annual revenues." }, { "director": "Simon A. Meester", "relationshipType": "ordinary_course_business", "description": "Donaldson sells products to Terex Corporation; less than 1% of the entity’s annual revenues." }, { "director": "Richard M. Olson", "relationshipType": "ordinary_course_business", "description": "Donaldson sells products to The Toro Company; less than 1% of the entity’s annual revenues." }, { "director": "Daniel P. Shine", "relationshipType": "ordinary_course_business", "description": "Donaldson sells products to and purchases products from Thermo Fisher Scientific; less than 1% of the entity’s annual revenues." }, { "director": "Jacinth C. Smiley", "relationshipType": "ordinary_course_business", "description": "Donaldson sells products to Hormel Foods; less than 1% of the entity’s annual revenues." }, { "director": "Jacinth C. Smiley", "relationshipType": "ordinary_course_business", "description": "Donaldson sells products to and purchases products from North American Stainless; less than 1% of the entity’s annual revenues." } ], "boardEvaluation": { "conducted": true, "frequency": "annual", "includesCommittees": true, "includesIndividualDirectors": null, "thirdPartyFacilitator": null, "ledBy": "Corporate Governance Committee" }, "evidence": { "boardComposition.independentDirectors": "the Board has determined that every director and nominee for director (i) has no material relationship with Donaldson, (ii) satisfies all of the SEC and NYSE independence standards and (iii) is independent, with the exception of Tod Carpenter and Richard Lewis who are employee directors.", "leadership.leadIndependentDirector": "Since the position of Chairman is not held by an independent director, the Board appointed Christopher Hilger, the Chair of the Corporate Governance Committee, to serve as Lead Director, effective August 1, 2025.", "overboarding.maxBoardsDirector": "Our Corporate Governance Guidelines limit the number of public company boards a director may serve on to a total of five, provided that any director who is serving as an executive officer of a public company may not serve on more than two public company boards, in each case including our Board", "independenceRelationships": "All transactions and relationships were significantly below the thresholds described below and all involved only the ordinary course of business purchase and sale of goods and services at companies where directors or nominees serve as an officer.", "meetings.allDirectorsAttended75Pct": "Each director attended at least 75% of the aggregate of all meetings of the Board and its Committees on which they served during the year." } } ] } ```