Donaldson's CEO Pay Set At $5,195,987, A 135:1 Ratio To The Median Employee
The annual proxy also bars executives and directors from hedging or pledging company stock, and shareholders will vote on executive pay.
Donaldson CEO Richard B. Lewis received $5,195,987 in total compensation for fiscal 2026, a pay ratio of 135:1 against the median employee, according to the company's annual proxy filing made public Tuesday.
What the proxy says
The median employee's pay was $50,617, the denominator in the 135:1 ratio, according to the proxy.
Shareholders will cast an advisory vote on the pay of the company's named executive officers, the five or so highest-paid leaders the proxy covers. The proxy ties that resolution to a program that sets pay generally around the median of its peer group.
The filing's governance section also says no stockholders submitted director nominations for the annual meeting, so no contested board slate appears there.
The stock-hedging ban
The company's insider trading policy bars directors, officers and employees from several maneuvers involving Donaldson shares:
- Short selling, which is betting on a fall in the stock.
- Trading puts and calls on the shares.
- Pledging shares or holding them in margin accounts.
- Buying hedging instruments that protect against a drop in the stock.
What to watch
Shareholders will vote on executive pay at the 2026 annual meeting. The level of support for the pay program is the figure to track.
Donaldson shares traded at $89.77, up 0.65%, as of 3:05 p.m. ET Tuesday, for a market cap of $10.3 billion.
The advisory vote at the 2026 annual meeting will show how much support the pay program, built around peer-group median pay, draws from shareholders.
Sources
- Donaldson Co. — DEF 14A (2026-10-06) — SEC EDGAR
