DONALDSON Co INC 8-K

What Happened Donaldson Company, Inc. (DCI) announced in an 8-K that Richard B. Lewis, currently the company’s Chief Operating Officer, will become President and Chief Executive Officer effective March 2, 2026 and will join the Board of Directors the same day. He succeeds Tod E. Carpenter, who gave notice on January 28, 2026 that he will retire as President and CEO effective at the end of the day on March 1, 2026; Mr. Carpenter will continue as Executive Chairman to support the transition. Mr. Lewis, age 54, has been with Donaldson since 2002 and served as COO since August 1, 2025.

Key Details

• Mr. Lewis’s annual base salary was increased to $1,088,000 and his annual cash incentive target was raised to 110% of base salary for the remainder of fiscal 2026.
• He will receive incremental equity awards with an aggregate grant-date fair value of $942,500: 50% performance stock units for the 2026–2028 performance period and 50% non‑qualified stock options.
• Mr. Carpenter’s base salary was reduced to $880,000 effective March 2, 2026 for his role as Executive Chairman; his annual cash incentive target will remain 120% of that base.
• The company furnished a press release announcing the succession (Exhibit 99.1) under Regulation FD.

Why It Matters A CEO transition is a material governance event that affects leadership continuity and strategic direction. The compensation and equity awards for Mr. Lewis signal the board’s intent to retain and incentivize the new CEO through short- and long-term pay. Investors should note the planned, orderly transition with Mr. Carpenter remaining as Executive Chairman to help ensure continuity.