Richard Lewis to become Donaldson (DCI) CEO as Tod Carpenter shifts to Executive Chairman

Rhea-AI Filing Summary

Donaldson Company, Inc. announced a planned CEO transition. Richard B. Lewis, currently Chief Operating Officer, will become President and Chief Executive Officer and join the Board on March 2, 2026. He succeeds Tod E. Carpenter, who will retire as CEO on March 1, 2026 and remain Executive Chairman to support the transition.

Lewis, age 54, has been with the company since 2002 in multiple leadership roles. In connection with his promotion, his annual base salary for the remainder of fiscal 2026 was set at $1,088,000, and his annual cash incentive target was set at 110% of base salary. He will receive incremental equity awards with an aggregate grant date fair value of $942,500, split equally between a performance stock unit for the 2026–2028 period and a non-qualified stock option.

Carpenter’s annual base salary for the remainder of 2026 was reduced to $880,000, effective March 2, 2026, for his role as Executive Chairman, with his cash incentive target remaining at 120% of base salary. The company also furnished a press release as an exhibit announcing the CEO succession.

Insights

Corporate governance and executive compensation analyst

Donaldson discloses an orderly internal CEO succession with aligned pay adjustments.

Donaldson Company appointed long-time executive Richard B. Lewis, currently Chief Operating Officer, as President and CEO effective March 2, 2026, while incumbent CEO Tod E. Carpenter transitions to Executive Chairman. This indicates a structured, internally sourced leadership change rather than an abrupt departure.

Lewis’s new compensation—base salary of $1,088,000, a 110% cash incentive target, and incremental equity worth $942,500 split between performance stock units for the 2026–2028 period and stock options—ties a meaningful portion of his pay to long-term performance. Carpenter’s reduced base salary of $880,000 with a 120% incentive target reflects his shifted role while keeping him engaged in oversight.

The combination of an experienced internal successor and Carpenter’s continued service as Executive Chairman suggests continuity in strategy and operations. Future disclosures in company filings may provide more detail on how Lewis’s leadership priorities and incentive structure influence long-term objectives and performance over the 2026–2028 performance period.

DONALDSON Co INC false 0000029644 0000029644 2026-01-28 2026-01-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2026

DONALDSON COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-7891		41-0222640
(State of Incorporation)		(Commission file number)		(I.R.S. Employer Identification Number)

1400 West 94^th Street

Minneapolis, MN 55431

(Address of principal executive offices)

(952) 887-3131

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $5.00 par value		DCI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2026, Donaldson Company, Inc. (the “Company”) announced the appointment of Richard B. Lewis as the Company’s President and Chief Executive Officer, effective March 2, 2026. Mr. Lewis was also appointed to the Board of Directors, effective March 2, 2026. Mr. Lewis succeeds Tod E. Carpenter who, on January 28, 2026, gave notice of his retirement as President and Chief Executive Officer, effective at the end of the day on March 1, 2026. Mr. Carpenter will continue as Executive Chairman of the Board to facilitate a smooth transition.

Mr. Lewis, age 54, currently serves as the Company’s Chief Operating Officer, a position he has held since August 1, 2025. Mr. Lewis joined the Company in 2002 and has held various positions, including President, Life Sciences; President, Mobile Solutions; Plant Manager; Director of Operations; General Manager, Liquid Filtration; General Manager, Operations; Vice President, Global Operations; and Senior Vice President, Global Operations.

In connection with his promotion to President and Chief Executive Officer, the Human Resources Committee of the Board approved an increase in his annual base salary to $1,088,000 and an increase to his annual cash incentive target as a percent of base salary to 110%, for the remainder of fiscal 2026. Mr. Lewis will also receive incremental equity awards with an aggregate grant date fair value equal to $942,500 (representing a pro-rated value of an annual award valued at $4,426,000 less the grant date of fair value of equity awards previously granted to Mr. Lewis for fiscal 2026), delivered 50% in the form of a performance stock unit for the 2026-2028 performance period and 50% in the form of a non-qualified stock option.

Mr. Carpenter’s annual base salary for the remainder of 2026 was reduced, effective March 2, 2026, to $880,000 for his continued service as Executive Chairman of the Board. His annual cash incentive target will remain 120% of his new annual base salary.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the CEO succession is being furnished herewith as Exhibit 99.1.

The information in the Exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press Release, dated January 29, 2026, announcing CEO succession.
104		Cover page interactive data file (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

				DONALDSON COMPANY, INC.
Date: January 29, 2026				By:		/s/ Amy C. Becker
						Amy C. Becker
						Chief Legal Officer and Corporate Secretary

FAQ

Who is the new CEO of Donaldson Company (DCI) and when does he start?

Donaldson Company appointed Richard B. Lewis as President and Chief Executive Officer, effective March 2, 2026. Lewis currently serves as Chief Operating Officer and has been with Donaldson since 2002 in multiple leadership roles across operations, mobile solutions, and life sciences.

What happens to current Donaldson (DCI) CEO Tod E. Carpenter after his retirement?

Tod E. Carpenter will retire as President and CEO effective March 1, 2026, and then continue as Executive Chairman of the Board. His ongoing role is intended to support a smooth leadership transition while he shifts from day-to-day management to board-level responsibilities.

How is Richard B. Lewis being compensated as the new Donaldson (DCI) CEO?

As CEO, Richard B. Lewis will receive an annual base salary of $1,088,000 and an annual cash incentive target equal to 110% of base salary. He will also receive incremental equity awards with grant date fair value of $942,500, split between performance stock units and stock options.

What equity awards will the new Donaldson (DCI) CEO receive?

Richard B. Lewis will receive incremental equity awards with an aggregate grant date fair value of $942,500. Half will be performance stock units tied to the 2026–2028 performance period, and half will be non-qualified stock options, reflecting a mix of long-term performance and ownership incentives.

How is Tod E. Carpenter’s compensation changing at Donaldson (DCI)?

Effective March 2, 2026, Tod E. Carpenter’s annual base salary will be reduced to $880,000 for his role as Executive Chairman. His annual cash incentive target remains 120% of base salary, aligning his pay with his continuing responsibilities at the board leadership level.

What experience does Richard B. Lewis bring to the Donaldson (DCI) CEO role?

Richard B. Lewis has worked at Donaldson since 2002, holding roles including President, Life Sciences; President, Mobile Solutions; Plant Manager; Director of Operations; multiple General Manager posts; Vice President, Global Operations; and Senior Vice President, Global Operations, most recently serving as Chief Operating Officer since August 1, 2025.