Richard Lewis - Chief Operating Officer | DONALDSON Co (DCI) Executive Profile & Compensation

About Richard Lewis

Richard B. (“Rich”) Lewis, age 53, is Chief Operating Officer (effective Aug 1, 2025) after serving as President, Life Sciences since Aug 1, 2024; he joined Donaldson in 2002. He holds a B.S. in Industrial Engineering (University of Louisville) and an MBA (Indiana University) and has led operations and P&L roles across Mobile Solutions, Life Sciences, and global operations . Company context during his recent leadership: FY2025 sales were approximately $3.7B with record adjusted operating margin of 15.7% and adjusted EPS of $3.68; FY2024 delivered record sales >$3.5B, 15.4% adjusted operating margin, and adjusted EPS of $3.42 . Over FY2021–FY2025, company TSR reached 161 (hypothetical $100 invested at FY2020-end) versus 184 for the S&P Industrial Machinery Index, indicating steady but slightly lagging multi-year TSR versus the peer index .

Past Roles

Organization	Role	Years	Strategic impact
Donaldson Company, Inc.	Chief Operating Officer	2025–present	Oversees three segments plus enterprise operations/supply chain and corporate technology, reporting to CEO .
Donaldson Company, Inc.	President, Life Sciences	2024–2025	FY2025 Life Sciences outperformed on NOP (374.7% of target) and ROI (360% of target), with sales slightly under target (98.29%) .
Donaldson Company, Inc.	President, Mobile Solutions	FY2024	Segment NOP exceeded target (146.23%); working capital days better than target (133.33%); sales below target (93.15%) .
Donaldson Company, Inc.	Senior Vice President, Global Operations	N/D	Led global manufacturing and operations (years not disclosed) .
Donaldson Company, Inc.	Vice President, Global Operations	N/D	Operations leadership (years not disclosed) .
Donaldson Company, Inc.	General Manager, Liquid Filtration; General Manager, Operations; Director of Operations; Plant Manager	N/D	Progressive operations and business leadership roles since joining in 2002 .

External Roles

Organization	Role	Years	Notes
—	—	—	No external public company directorships or external roles disclosed in 2025 DEF 14A or 8-K appointing Lewis .

Fixed Compensation

Metric	FY2024	FY2025
Base Salary ($)	500,000	550,000
Target Bonus (% of base)	70%	70%
Actual Annual Incentive Payout ($)	456,925	512,089

Forward-looking (effective FY2026 with COO appointment): base salary $750,000; target annual cash incentive 90% of base; LTI grant date fair value $2,200,000 .

Performance Compensation

Annual Incentive (FY2025 – individual weighting/mix for Lewis)

Metric	Weighting	Target	Actual	Payout vs Target
Company Diluted EPS – Incentive ($)	20%	3.65	3.68	100.82%
Life Sciences Net Operating Profit ($mm)	45%	(2.530)	4.420	374.70%
Life Sciences Net Sales ($mm)	20%	300.602	295.466	98.29%
Life Sciences ROI (%)	15%	(0.5)	0.8	360.00%

FY2024 (Mobile Solutions AIP): Segment metrics used were Mobile Solutions NOP (146.23%), Net Sales (93.15%), and Working Capital Days (133.33%); company EPS also applied (130.61%) .

Long-Term Incentives (grant values, mix, and terms)

Metric	FY2023	FY2024	FY2025
PSU Award ($)	376,586	423,586	497,556
Stock Option Award ($)	375,029	425,481	499,876
Option Exercise Price ($/sh)	—	59.66 (9/21/2023 grant)	73.17 (10/1/2024 grant)
Vesting (Options)	—	3-year ratable	3-year ratable

PSU Performance Outcomes

PSU Cycle	Metric	Target	Actual	Payout
FY2023–FY2025	Company Net Sales – Incentive ($000s)	10,836,949	10,708,018	80.3%
FY2023–FY2025	ROI – Incentive (%)	20.5	18.3	—
FY2023–FY2025	Lewis target shares vs. payout	7,400	5,942	80.3%

Equity Ownership & Alignment

Date (Record)	Total Beneficial Ownership (sh)	% of Common Stock	Deferred Stock Units Included (sh)	RSUs and Exercisable Options Included (sh)
Sep 23, 2024	181,704	<1%	10,830	153,335
Sep 22, 2025	205,277	<1%	18,326	166,602

Outstanding equity detail at FY2025 year-end: multiple option tranches outstanding (e.g., 2015–2024 grants) with unexercisable options totaling 46,165 shares (9/22/2022, 9/21/2023, 10/1/2024 tranches) and substantial exercisable options across prior grants; PSUs unearned of 7,100 (FY2024–FY2026) and 6,800 (FY2025–FY2027) with indicated market values in proxy .
Insider trading/hedging/pledging: Company policy prohibits hedging, short sales, pledging, and margin accounts for directors and officers; beneficial ownership table notes shares are not subject to any pledge .
Ownership guidelines: COO/CFO/Business Presidents must hold stock equal to 5x base salary; officers expected to comply within five years; proxy states each NEO who had been an officer for five years met requirements as of FY2025 year-end .
Option exercises and selling pressure: In FY2025, Lewis exercised 10,000 options, realizing $334,900; he also received 5,942 shares from PSU vesting (cycle ended FY2025) valued at $475,598 .

Employment Terms

Change-in-Control (CIC) plan: Double-trigger. Upon a CIC, unvested options, RSUs, and PSUs vest (PSUs at target); on qualifying termination within 24 months, non-CEO officers receive cash severance equal to 2x (base + target bonus), additional pension vesting credit, 36 months of benefits, and outplacement; 280G excise tax cutback applies (no gross-up) .
Termination absent CIC: No individual employment agreements; severance generally follows broad-based plan (service-based severance up to 26 weeks, pro-rated AIP, limited benefit continuation) at HR Committee discretion .
Clawbacks: Company maintains mandatory recovery policy (SEC/NYSE-compliant) for incentive-based compensation for Section 16 officers and a supplemental misconduct-based recovery policy covering VP+ .

Scenario (as of Jul 31, 2025)	Component	Richard B. Lewis ($)
Qualifying termination following or in connection with CIC	Cash severance (2x base + target bonus)	1,870,000
	Pension benefits (additional vesting credit)	303,622
	Benefit continuation (36 months estimate)	76,069
	Outplacement (assumed)	45,000
	Total	2,294,691

Investment Implications

Pay-for-performance alignment: AIP metrics and weights were tailored to his segment with clear line-of-sight; FY2025 Life Sciences over-delivered on profitability (NOP, ROI) and met/exceeded EPS, supporting above-target cash incentive; multi-year PSUs paid below target (80.3%) on lower net sales/ROI over FY2023–FY2025, preserving downside risk and pay variability .
Retention and role elevation: FY2026 pay step-up (base to $750k, AIP target to 90%, LTI grant value $2.2M) reflects increased scope as COO and should strengthen retention; high ownership guidelines (5x salary) plus prohibitions on hedging/pledging enhance alignment .
Selling pressure and overhang: FY2025 included option exercises (10k shares); sizable outstanding options/PSUs remain. While exercises can create episodic supply, policy restrictions, ownership guidelines, and ongoing equity awards temper adverse signaling .
Execution risk (Life Sciences): FY2025 non-cash impairments in upstream bioprocessing (Univercells Technologies, Solaris) point to market headwinds/timing risks in parts of Life Sciences; Lewis’ tenure included Life Sciences leadership, so segment execution and portfolio decisions will be a focus under his COO remit .
Governance quality: Strong say-on-pay support (≈95% in 2024), independent HR Committee with WTW as consultant, clear clawbacks, and CIC double-trigger with 280G cutback indicate shareholder-conscious practices .

Supporting Data

Multi-Year LTI Grants (Lewis)

Metric	FY2023	FY2024	FY2025
PSU Award ($)	376,586	423,586	497,556
Stock Option Award ($)	375,029	425,481	499,876
Option Exercise Price ($/sh)	—	59.66	73.17

Beneficial Ownership (Lewis)

Date	Shares Owned	% of Shares	Deferred Units	RSUs/Exercisable Options
Sep 23, 2024	181,704	<1%	10,830	153,335
Sep 22, 2025	205,277	<1%	18,326	166,602