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| |
—IMPORTANT—
PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING |
| |
| | | | | iii | | | |
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| • Time and Date | | | 11:00 a.m., Wednesday, May 18, 2022 | |
| • Place | | |
Amphenol Corporation
World Headquarters Conference Center 358 Hall Avenue Wallingford, CT 06492 |
|
| • Record Date | | | March 21, 2022 | |
| • Voting | | |
Stockholders as of the record date are entitled to vote. Each share of Common Stock is entitled to one vote for each director nominee and for each of the other proposals to be voted on.
|
|
| | | |
Board Vote
Recommendation |
| |
Page References
(for more detail) |
|
| Election of Nine Directors | | |
FOR EACH
DIRECTOR NOMINEE |
| |
5-19
|
|
| Other Management Proposals | | | | | | | |
|
•
Ratification of the selection of Deloitte & Touche LLP as independent public accountants
|
| |
FOR
|
| |
22-24
|
|
|
•
Advisory vote to approve compensation of named executive officers
|
| |
FOR
|
| |
25-51
|
|
| Stockholder Proposal | | |
AGAINST
|
| |
54-57
|
|
| | |
Director
Tenure |
| |
Principal
Occupation |
| |
Independent
|
| |
Committee
Memberships |
| |
Other Public
Company Boards |
| ||||||||||||
Name
|
| |
AC
|
| |
CC
|
| |
EC
|
| |
NCGC
|
| |
PC
|
| ||||||||||||
Nancy A. Altobello | | |
Since 2021
|
| | Former Global Vice Chair, Talent of Ernst & Young | | |
Y
|
| | | | | | | | | | | | | | | | | MarketAxess/Wex | |
Stanley L. Clark | | |
Since 2005
|
| | Former Lead Trustee and Senior Advisor of Goodrich, LLC | | |
Y
|
| | | | |
C
|
| | | | |
X
|
| |
X
|
| | ||
David P. Falck
(Presiding Director) |
| |
Since 2013
|
| |
Former Executive Vice
President and General Counsel, Pinnacle West Capital Corporation |
| |
Y
|
| |
X
|
| |
X
|
| | | | |
C
|
| | | | | | |
Edward G. Jepsen | | |
1989-1997;
Since 2005 |
| |
CEO and Chairman of Coburn
Technologies, Inc. |
| |
Y
|
| |
C,F
|
| | | | |
X
|
| | | | |
X
|
| | | |
Rita S. Lane | | |
Since 2020
|
| | Former VP of Operations of Apple Inc. | | |
Y
|
| | | | | | | |
X
|
| |
X
|
| | | | |
L3Harris Technologies/
Sanmina Corporation/ Signify N.V. |
|
Robert A. Livingston
|
| |
Since 2018
|
| |
Former CEO of Dover
Corporation |
| |
Y
|
| |
X,F
|
| |
X
|
| |
X
|
| | | | | | | |
RPM International Inc.
|
|
Martin H. Loeffler
(Chairman) |
| |
Since 1987
|
| |
Former CEO of Amphenol
Corporation |
| |
Y
|
| | | | | | | | | | | | | | | | | | |
R. Adam Norwitt | | |
Since 2009
|
| |
President and CEO of
Amphenol Corporation |
| |
N
|
| | | | | | | | | | | | | | | | | | |
Anne Clarke Wolff | | |
Since 2018
|
| | Founder and CEO of Independence Point Advisors | | |
Y
|
| |
X,F
|
| | | | | | | |
X
|
| |
C
|
| | | |
|
Deadline for stockholder proposals to be included in the proxy statement for the 2023 annual meeting of stockholders.
|
| |
December 12, 2022
|
|
| |
Proposal
|
| | |
Required Vote
|
| | |
Impact of
Abstentions |
| | |
Impact of Broker
Non-Votes |
| |
| |
1.
Election of directors
|
| | | Votes “For” a nominee must exceed votes “Against” that nominee | | | |
No impact on outcome
|
| | | Not counted as votes cast; no impact on outcome | | |
| |
2.
Ratification of the selection of the independent public accountants
|
| | | Approval by a majority of the votes cast | | | |
No impact on outcome
|
| | | Not expected; not counted as votes cast; no impact on outcome | | |
| |
3.
Advisory vote to approve compensation of named executive officers
|
| | | Approval by a majority of the votes cast | | | |
No impact on outcome
|
| | | Not counted as votes cast; no impact on outcome | | |
| |
4.
Stockholder proposal, if properly presented at the annual meeting
|
| | | Approval by a majority of the votes cast | | | |
No impact on outcome
|
| | | Not counted as votes cast; no impact on outcome | | |
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership |
| |
Percent of Class
|
| ||||||
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 64,683,170 (1) | | | | | | 10.8 % | | |
FMR LLC.
245 Summer Street Boston, MA 02210 |
| | | | 47,556,439 (2) | | | | | | 7.9 % | | |
BlackRock, Inc.
55 East 52 nd Street New York, NY 10055 |
| | | | 43,230,385 (3) | | | | | | 7.2 % | | |
Name of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent of
Class |
| ||||||
Nancy A. Altobello
|
| | | | 1,837 (1) | | | | | | * | | |
Stanley L. Clark
|
| | | | 77,017 (1)(2) | | | | | | * | | |
John D. Craig
|
| | | | 16,117 (1) | | | | | | * | | |
William Doherty
|
| | | | 541,600 (3) | | | | | | * | | |
David P. Falck
|
| | | | 39,813 (1) | | | | | | * | | |
Jean-Luc Gavelle
|
| | | | 436,600 (3) | | | | | | * | | |
Edward G. Jepsen
|
| | | | 486,737 (1) | | | | | | * | | |
Craig A. Lampo
|
| | | | 1,809,000 (3) | | | | | | * | | |
Rita S. Lane
|
| | | | 4,839 (1) | | | | | | * | | |
Robert A. Livingston
|
| | | | 44,617 (1) | | | | | | * | | |
Martin H. Loeffler
|
| | | | 954,069 (1) | | | | | | * | | |
R. Adam Norwitt
|
| | | | 5,672,526 (4) | | | | | | * | | |
Luc Walter
|
| | | | 1,050,412 (3) | | | | | | * | | |
Anne Clarke Wolff
|
| | | | 12,993 (1) | | | | | | * | | |
All executive officers and directors of the Company as a group
(16 persons) |
| | | | 12,564,277 | | | | | | 2.1 % | | |
| | | | | |
Nancy A.
Altobello |
| | |
Stanley L.
Clark |
| | |
David P.
Falck |
| | |
Edward G.
Jepsen |
| | |
Rita S.
Lane |
| | |
Robert A.
Livingston |
| | |
Martin H.
Loeffler |
| | |
R. Adam
Norwitt |
| | |
Anne Clarke
Wolff |
| |
| | Director Nominee | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| | Independent | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | | |
X
|
| |
| | Skills and Experience | | | | | | | ||||||||||||||||||||||||||||||||
| |
-Audit and Finance
|
| | |
X
|
| | |
X
|
| | | | | | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| |
-Business Development and Strategy
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| |
Capital Markets
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| |
-Corporate Governance/ Compliance
|
| | |
X
|
| | | | | | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | |
| |
-Environmental
|
| | |
X
|
| | | | | | |
X
|
| | | | | | |
X
|
| | | | | | | | | | |
X
|
| | |
X
|
| |
| |
-International
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| |
-Manufacturing
|
| | | | | | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | |
| |
-Mergers & Acquisitions
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| |
-Risk Oversight
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| |
-Supply Chain
|
| | | | | | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | |
| |
-Talent Development
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| |
-Technology
|
| | | | | | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | |
| | Tenure | | | |
Since
2021 |
| | |
Since
2005 |
| | |
Since
2013 |
| | |
1989-1997; since 2005
|
| | |
Since
2020 |
| | |
Since
2018 |
| | |
Since
1987 |
| | |
Since
2009 |
| | |
Since
2018 |
| |
| | Age | | | |
64
|
| | |
78
|
| | |
69
|
| | |
78
|
| | |
59
|
| | |
68
|
| | |
77
|
| | |
52
|
| | |
56
|
| |
| | Gender | | | |
F
|
| | |
M
|
| | |
M
|
| | |
M
|
| | |
F
|
| | |
M
|
| | |
M
|
| | |
M
|
| | |
F
|
| |
| | Race/ethnicity | | | | | | | ||||||||||||||||||||||||||||||||
| |
-White/Caucasian
|
| | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| | | | | | |
X
|
| | |
X
|
| | |
X
|
| | |
X
|
| |
| |
-Under-represented minority(1)
|
| | | | | | | | | | | | | | | | | | |
X
|
| | | | | | | | | | | | | | | | | |
| | Other Public Company Boards | | | |
MarketAxess;
Wex
|
| | | | | | | | | | | | | | |
L3Harris Technologies; Sanmina Corporation; Signify N.V.
|
| | |
RPM International Inc.
|
| | | | | | | | | | | | | |
| | | | | |
Current Committee Memberships
|
| | ||||||||||||||||
| |
Name
|
| | |
Audit Committee
|
| | |
Compensation
Committee |
| | |
Executive
Committee |
| | |
Nominating/
Corporate Governance Committee |
| | |
Pension
Committee |
| |
| |
Martin H. Loeffler
(Chairman) |
| | | | | | | | | | | | | | | | | | | | | |
| | Nancy A Altobello | | | | | | | | | | | | | | | | | | | | | | |
| | Stanley L. Clark | | | | | | | |
Chair
|
| | | | | | |
X
|
| | |
X
|
| |
| | John D. Craig | | | | | | | |
X
|
| | |
Chair
|
| | | | | | |
X
|
| |
| |
David P. Falck
(Presiding Director) |
| | |
X
|
| | |
X
|
| | | | | | |
Chair
|
| | | | | |
| | Edward G. Jepsen | | | |
Chair*
|
| | | | | | |
X
|
| | | | | | |
X
|
| |
| | Rita S. Lane | | | | | | | | | | | |
X
|
| | |
X
|
| | | | | |
| | Robert A. Livingston | | | |
X*
|
| | |
X
|
| | |
X
|
| | | | | | | | | |
| | R. Adam Norwitt | | | | | | | | | | | | | | | | | | | | | | |
| | Anne Clarke Wolff | | | |
X*
|
| | | | | | | | | | |
X
|
| | |
Chair
|
| |
| |
Name
|
| | |
Fees Earned or
Paid in Cash ($) |
| | |
Stock
Awards ($)(2) |
| | |
Option Awards
($) |
| | |
Non-Equity
Incentive Plan Compensation ($) |
| | |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) |
| | |
All Other
Compensation ($)(4) |
| | |
Total
($) |
| | |||||||||||||||||||||
| | Nancy A. Altobello(1) | | | | | | 38,774 | | | | | | | 129,306 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 168,080 | | | |
| | Stanley L. Clark | | | | | | 100,000 | | | | | | | 160,016 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 260,016 | | | |
| | John D. Craig | | | | | | 100,000 | | | | | | | 160,016 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 260,016 | | | |
| | David P. Falck | | | | | | 100,000 | | | | | | | 160,016 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 260,016 | | | |
| | Edward G. Jepsen | | | | | | 105,000 | | | | | | | 160,016 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 265,016 | | | |
| | Rita S. Lane | | | | | | 90,000 | | | | | | | 160,016 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 250,016 | | | |
| | Robert A. Livingston | | | | | | 90,000 | | | | | | | 160,016 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 250,016 | | | |
| | Martin H. Loeffler | | | | | | 250,000 | | | | | | | 160,016 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 410,016 | | | |
| | Anne Clarke Wolff | | | | | | 100,000 | | | | | | | 160,016 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 260,016 | | | |
Name and Age
|
| |
Principal Occupation
and Other Information |
|
Lance E. D’Amico
Age 53 |
| |
Senior Vice President since 2019 and Secretary and General Counsel of the Company since 2016. From 2014 to 2016, he was executive vice president, chief administrative officer and general counsel at UTi Worldwide Inc, then a Nasdaq-listed company, and from 2006 to 2014 he was senior vice president and general counsel at such company. Prior to that he served for six years as general counsel and executive vice president at Element K Corporation. In addition, prior to that he was an associate for six years at the law firm of Cravath, Swaine & Moore. He does not serve on the board of directors of any public company. Mr. D’Amico has been an employee of the Company for approximately six years.
|
|
William J. Doherty
Age 57 |
| |
President, Communications Solutions Division since 2022, Senior Vice President from 2018 to 2021 and Group General Manager Information Communications and Commercial Products Group of the Company from 2017 to 2021. Mr. Doherty was vice president from 2016 to 2017 and group general manager, IT communications products group of the Company from 2015 to 2016. He was general manager of the high-speed products division of the Company from 2012 to 2014 and general manager of the backplane connectors division from 2007 to 2012. Mr. Doherty was employed for approximately three years by the connection systems division of Teradyne, Inc., which was acquired by Amphenol in 2005. He does not serve on the board of directors of any public company. Mr. Doherty has been an employee of the Company or businesses acquired by the Company for approximately 19 years.
|
|
Jean-Luc Gavelle
Age 61 |
| |
President, Interconnect and Sensor Systems Division since 2022, Senior Vice President from 2020 to 2021 and Group General Manager, Interconnect and Sensor Systems Group of the Company from 2014 to 2021. Mr. Gavelle was vice president from 2014 to 2019. From 2012 to 2014, he was CEO of the Connection Technologies/Souriau-Sunbank Division of Esterline Corporation. Prior to that he served in various executive roles at Huber+Suhner AG for 13 years, including as COO. He does not serve on the board of directors of any public company. Mr. Gavelle has been an employee of the Company for approximately eight years.
|
|
Name and Age
|
| |
Principal Occupation
and Other Information |
|
Craig A. Lampo
Age 52 |
| |
Senior Vice President and Chief Financial Officer of the Company since 2015. Mr. Lampo was vice president and controller of the Company from 2004 to 2015. He was treasurer from 2004 through 2006. Mr. Lampo was a senior audit manager with Deloitte & Touche LLP from 2002 to 2004. He was an employee of Arthur Andersen LLP from 1993 to 2002. He does not serve on the board of directors of any public company. Mr. Lampo has been an employee of the Company for approximately 18 years.
|
|
David Silverman
Age 44 |
| |
Senior Vice President, Human Resources of the Company since 2019, vice president human resources from 2014 to 2018 and senior director, human resources from 2013 to 2014. He was general manager of the Amphenol Alden operating unit from 2010 to 2013. Mr. Silverman was corporate business development manager of the Company from 2007 to 2010. He does not serve on the board of directors of any public company. Mr. Silverman has been an employee of the Company for approximately 15 years.
|
|
Luc Walter
Age 63 |
| |
President, Harsh Environment Solutions Division since 2022, Senior Vice President of the Company from 2004 to 2021 and Group General Manager, Military and Aerospace Operations Group of the Company from 2016 to 2021. Mr. Walter was group general manager, international military, aerospace and industrial operations group of the Company from 2004 to 2015. He was director, European military & aerospace operations from 2000 to 2003. He does not serve on the board of directors of any public company. Mr. Walter has been an employee of the Company or its subsidiaries for approximately 38 years.
|
|
Type of Fees
|
| |
2021
|
| |
2020
|
| ||||||
| | |
($ in thousands)
|
| |||||||||
Audit Fees
|
| | | $ | 6,061 | | | | | $ | 5,562 | | |
Audit-Related Fees(1)
|
| | | | 356 | | | | | | 100 | | |
Tax Fees(2)
|
| | | | 547 | | | | | | 186 | | |
All Other Fees(3)
|
| | | | 135 | | | | | | 245 | | |
Total
|
| | | $ | 7,099 | | | | | $ | 6,094 | | |
| | |
Responsibility Unit Achievement
|
| | | | | | | |||||||||
| | |
Sales Growth
|
| |
EPS/Operating Income
Growth |
| |
Incentive Plan Multiplier
|
| |||||||||
Threshold
|
| | | | 0 % | | | | | | 0 % | | | | | | 0 % | | |
Target
|
| | | | 7 % | | | | | | 11 % | | | | | | 100 % | | |
Maximum
|
| | | | 17.5 % | | | | | | 27.5 % | | | | | | 200 % | | |
| Elements of Fixed Compensation | | | Elements of At-Risk Compensation | |
|
•
Salary
|
| |
•
Stock Options
|
|
|
•
Group Life Insurance
|
| |
•
Annual Incentive Plan Compensation
|
|
|
•
Retirement Benefits
|
| | | |
|
•
Limited Perquisites
|
| | | |
| |
Name and Principal Position
|
| | |
Year
|
| | |
Salary
($) |
| | |
Bonus
($) |
| | |
Stock
Awards ($) |
| | |
Option
Awards ($)(1) |
| | |
Non-
Equity Incentive Plan Compensation ($)(2) |
| | |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) |
| | |
All Other
Compensation ($)(4) |
| | |
Total
($) |
| | |||||||||||||||||||||||||||
| |
R.A. Norwitt
President & CEO |
| | | | | 2021 | | | | | | | 1,355,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 7,522,140 | | | | | | | 4,065,000 | | | | | | | 0 | | | | | | | 150,557 | | | | | | | 13,092,697 | | | |
| | | 2020 | | | | | | | 1,315,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 5,804,250 | | | | | | | 789,000 | | | | | | | 32,100 | | | | | | | 97,497 | | | | | | | 8,037,847 | | | | |||||
| | | 2019 | | | | | | | 1,275,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 5,823,500 | | | | | | | 0 | | | | | | | 32,500 | | | | | | | 249,975 | | | | | | | 7,380,975 | | | | |||||
| |
C.A. Lampo
Senior Vice President & CFO |
| | | | | 2021 | | | | | | | 625,000 | | | | | | | | | | | | | | n/a | | | | | | | 2,392,200 | | | | | | | 1,000,000 | | | | | | | 0 | | | | | | | 51,612 | | | | | | | 4,068,812 | | | |
| | | 2020 | | | | | | | 600,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,632,350 | | | | | | | 180,000 | | | | | | | 9,600 | | | | | | | 39,002 | | | | | | | 3,460,952 | | | | |||||
| | | 2019 | | | | | | | 560,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,973,860 | | | | | | | 0 | | | | | | | 9,800 | | | | | | | 71,293 | | | | | | | 2,614,953 | | | | |||||
| |
W.J. Doherty
President, Communications Solutions Division |
| | | | | 2021 | | | | | | | 550,000 | | | | | | | | | | | | | | n/a | | | | | | | 1,767,570 | | | | | | | 715,000 | | | | | | | n/a | | | | | | | 79,758 | | | | | | | 3,112,328 | | | |
| | | 2020 | | | | | | | 530,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,945,650 | | | | | | | 689,000 | | | | | | | n/a | | | | | | | 36,308 | | | | | | | 3,200,958 | | | | |||||
| | | 2019 | | | | | | | 500,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,458,940 | | | | | | | 0 | | | | | | | n/a | | | | | | | 69,039 | | | | | | | 2,027,979 | | | | |||||
| |
L. Walter
President, Harsh Environment Solutions Division |
| | | | | 2021 | | | | | | | 656,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,767,570 | | | | | | | 469,040 | | | | | | | 0 | | | | | | | 49,039 | | | | | | | 2,941,649 | | | |
| | | 2020 | | | | | | | 637,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,945,650 | | | | | | | 0 | | | | | | | 116,600 | | | | | | | 96,084 | | | | | | | 2,795,334 | | | | |||||
| | | 2019 | | | | | | | 618,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,458,940 | | | | | | | 803,400 | | | | | | | 134,400 | | | | | | | 93,261 | | | | | | | 3,108,001 | | | | |||||
| |
J-L. Gavelle
President, Interconnect and Sensor Systems Division |
| | | | | 2021 | | | | | | | 501,768 (5) | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,767,570 | | | | | | | 650,481 (6) | | | | | | | n/a | | | | | | | 3,719 | | | | | | | 2,923,538 | | | |
| | | 2020 | | | | | | | 465,440 (5) | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,945,650 | | | | | | | 242,159 (6) | | | | | | | n/a | | | | | | | 3,058 | | | | | | | 2,656,307 | | | | |||||
| | | 2019 | | | | | | | 426,286 (5) | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,458,940 | | | | | | | 386,722 (6) | | | | | | | n/a | | | | | | | 0 | | | | | | | 2,271,948 | | | |
| |
Name
|
| | |
Year
|
| | |
Imputed
Compensation for Group Life Insurance in Excess of $50,000 Net of Employee Payments ($) |
| | |
Car &
Driver ($) |
| | |
401(k)
Company Contribution ($) |
| | |
DC SERP
Company Contribution ($) |
| | |
Total
($) |
| | ||||||||||||||||||
| |
R.A. Norwitt
|
| | | | | 2021 | | | | | | | 5,382 | | | | | | | 16,535 | | | | | | | 17,400 | | | | | | | 111,240 | | | | | | | 150,557 | | | |
| | | 2020 | | | | | | | 5,382 | | | | | | | 13,215 | | | | | | | 17,100 | | | | | | | 61,800 | | | | | | | 97,497 | | | | |||||
| | | 2019 | | | | | | | 5,382 | | | | | | | 24,252 | | | | | | | 16,566 | | | | | | | 203,775 | | | | | | | 249,975 | | | | |||||
| |
C.A. Lampo
|
| | | | | 2021 | | | | | | | 3,312 | | | | | | | 0 | | | | | | | 17,400 | | | | | | | 30,900 | | | | | | | 51,612 | | | |
| | | 2020 | | | | | | | 3,174 | | | | | | | 0 | | | | | | | 16,928 | | | | | | | 18,900 | | | | | | | 39,002 | | | | |||||
| | | 2019 | | | | | | | 2,945 | | | | | | | 0 | | | | | | | 16,740 | | | | | | | 51,608 | | | | | | | 71,293 | | | | |||||
| |
W.J. Doherty
|
| | | | | 2021 | | | | | | | 5,418 | | | | | | | 0 | | | | | | | 17,400 | | | | | | | 56,940 | | | | | | | 79,758 | | | |
| | | 2020 | | | | | | | 5,212 | | | | | | | 0 | | | | | | | 16,396 | | | | | | | 14,700 | | | | | | | 36,308 | | | | |||||
| | | 2019 | | | | | | | 4,891 | | | | | | | 0 | | | | | | | 16,677 | | | | | | | 47,471 | | | | | | | 69,039 | | | | |||||
| |
L. Walter
|
| | | | | 2021 | | | | | | | 9,995 | | | | | | | 0 | | | | | | | 17,083 | | | | | | | 21,961 | | | | | | | 49,039 | | | |
| | | 2020 | | | | | | | 9,687 | | | | | | | 0 | | | | | | | 17,100 | | | | | | | 69,297 | | | | | | | 96,084 | | | | |||||
| | | 2019 | | | | | | | 9,381 | | | | | | | 0 | | | | | | | 16,800 | | | | | | | 67,080 | | | | | | | 93,261 | | | | |||||
| |
J-L. Gavelle
|
| | | | | 2021 | | | | | | | 3,719 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 3,719 | | | |
| | | 2020 | | | | | | | 3,058 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 3,058 | | | | |||||
| | | 2019 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| |
Name
|
| | |
Grant
Date |
| | |
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1) |
| | |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| | |
All
Other Stock Awards: Number of Shares of Stock or Units (#) |
| | |
All
Other Option Awards: Number of Securities Under- lying Options (#) |
| | |
Exercise
or Base Price of Option Awards ($/Sh) |
| | |
Full
Grant Date Fair Value ($)(2) |
| | |||||||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| | |
Target
($) |
| | |
Maximum
($) |
| | |
Threshold
# |
| | |
Target
# |
| | |
Maximum
# |
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |
R.A. Norwitt
|
| | | | | 2/2/21 | | | | | | | 0 | | | | | | | 2,032,500 | | | | | | | 4,065,000 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | 5/20/21 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 566,000 | | | | | | | 66.59 | | | | | | | 7,552,140 | | | | |||||
| |
C.A. Lampo
|
| | | | | 2/2/21 | | | | | | | 0 | | | | | | | 500,000 | | | | | | | 1,000,000 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | 5/20/21 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 180,000 | | | | | | | 66.59 | | | | | | | 2,392,200 | | | | |||||
| |
W.J. Doherty
|
| | | | | 2/2/21 | | | | | | | 0 | | | | | | | 357,500 | | | | | | | 715,000 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | 5/20/21 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 133,000 | | | | | | | 66.59 | | | | | | | 1,767,570 | | | | |||||
| |
L. Walter
|
| | | | | 2/2/21 | | | | | | | 0 | | | | | | | 426,400 | | | | | | | 852,800 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | 5/20/21 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 133,000 | | | | | | | 66.59 | | | | | | | 1,767,570 | | | | |||||
| |
J-L. Gavelle
|
| | | | | 2/2/21 | | | | | | | 0 | | | | | | | 327,015 (3) | | | | | | | 654,030 (3) | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | 5/20/21 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 133,000 | | | | | | | 66.59 | | | | | | | 1,767,570 | | | |
| |
Name
|
| | |
Option Awards(1)
|
| | |
Stock Awards(2)
|
| | |||||||||||||||||||||||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| | |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) |
| | |||||||||||||||||||||||||||||
| |
R.A. Norwitt
|
| | | | | 1,300,000 | | | | | | 0 | | | | | | n/a | | | | | | 29.00 | | | |
May 25, 2026
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | 936,000 | | | | | | 234,000 (3) | | | | | | n/a | | | | | | 36.45 | | | |
May 18, 2027
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 600,000 | | | | | | 400,000 (4) | | | | | | n/a | | | | | | 43.99 | | | |
May 17, 2028
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 380,000 | | | | | | 570,000 (5) | | | | | | n/a | | | | | | 44.75 | | | |
May 22, 2029
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 142,000 | | | | | | 568,000 (6) | | | | | | n/a | | | | | | 45.10 | | | |
May 20, 2030
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 0 | | | | | | 566,000 (7) | | | | | | n/a | | | | | | 66.59 | | | |
May 19, 2031
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| |
C.A. Lampo
|
| | | | | 300,000 | | | | | | 0 | | | | | | n/a | | | | | | 28.99 | | | |
May 20, 2025
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | 360,000 | | | | | | 0 | | | | | | n/a | | | | | | 29.00 | | | |
May 25, 2026
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 320,000 | | | | | | 80,000 (3) | | | | | | n/a | | | | | | 36.45 | | | |
May 18, 2027
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 204,000 | | | | | | 136,000 (4) | | | | | | n/a | | | | | | 43.99 | | | |
May 17, 2028
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 128,800 | | | | | | 193,000 (5) | | | | | | n/a | | | | | | 44.75 | | | |
May 22, 2029
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 64,400 | | | | | | 257,600 (6) | | | | | | n/a | | | | | | 45.10 | | | |
May 20, 2030
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 0 | | | | | | 180,000 (7) | | | | | | n/a | | | | | | 66.59 | | | |
May 19, 2031
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| |
W.J. Doherty
|
| | | | | 18,600 | | | | | | 58,400 (3) | | | | | | n/a | | | | | | 36.45 | | | |
May 18, 2027
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | 150,000 | | | | | | 100,000 (4) | | | | | | n/a | | | | | | 43.99 | | | |
May 17, 2028
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 95,200 | | | | | | 142,800 (5) | | | | | | n/a | | | | | | 44.75 | | | |
May 22, 2029
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 47,600 | | | | | | 190,400 (6) | | | | | | n/a | | | | | | 45.10 | | | |
May 20, 2030
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 0 | | | | | | 133,000 (7) | | | | | | n/a | | | | | | 66.59 | | | |
May 19, 2031
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| |
L. Walter
|
| | | | | 82,400 | | | | | | 0 | | | | | | n/a | | | | | | 29.00 | | | |
May 25, 2026
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | 233,600 | | | | | | 58,400 (3) | | | | | | n/a | | | | | | 36.45 | | | |
May 18, 2027
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 150,000 | | | | | | 100,000 (4) | | | | | | n/a | | | | | | 43.99 | | | |
May 17, 2028
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 95,200 | | | | | | 142,800 (5) | | | | | | n/a | | | | | | 44.75 | | | |
May 22, 2029
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 47,600 | | | | | | 190,400 (6) | | | | | | n/a | | | | | | 45.10 | | | |
May 22, 2030
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 0 | | | | | | 133,000 (7) | | | | | | n/a | | | | | | 66.59 | | | |
May 19, 2031
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| |
J-L. Gavelle
|
| | | | | 122,200 | | | | | | 0 | | | | | | n/a | | | | | | 29.00 | | | |
May 25, 2026
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | 0 | | | | | | 54,800 (8) | | | | | | n/a | | | | | | 38.31 | | | |
July 30, 2027
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 0 | | | | | | 100,000 (4) | | | | | | n/a | | | | | | 43.99 | | | |
May 17, 2028
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 95,200 | | | | | | 142,800 (5) | | | | | | n/a | | | | | | 44.75 | | | |
May 22, 2029
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 47,600 | | | | | | 190,400 (6) | | | | | | n/a | | | | | | 45.10 | | | |
May 20, 2030
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | 0 | | | | | | 133,000 (7) | | | | | | n/a | | | | | | 66.59 | | | |
May 19, 2031
|
| | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| |
Name
|
| | |
Option Awards
|
| | |
Stock Awards
|
| | ||||||||||||||||||
|
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on
Exercise ($) |
| | |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized on
Vesting ($) |
| | |||||||||||||||||
| |
R.A. Norwitt
|
| | | | | 2,400,000 | | | | | | 114,395,585 | | | | | | | n/a | | | | | | n/a | | | |
| |
C.A. Lampo
|
| | | | | 144,000 | | | | | | 6,389,381 | | | | | | | n/a | | | | | | n/a | | | |
| |
W.J. Doherty
|
| | | | | 165,800 | | | | | | 8,299,141 | | | | | | | n/a | | | | | | n/a | | | |
| |
L. Walter
|
| | | | | 82,400 | | | | | | 3,677,578 | | | | | | | n/a | | | | | | n/a | | | |
| |
J-L. Gavelle
|
| | | | | 264,800 | | | | | | 8,705,282 | | | | | | | n/a | | | | | | n/a | | | |
| |
Name
|
| | |
Plan Name
|
| | |
Number of Years of
Credited Service (#)(1) |
| | |
Present Value of
Accumulated Benefit ($)(2) |
| | |
Payments During
Last Fiscal Year ($) |
| | |||||||||
| |
R.A. Norwitt(3)
|
| | |
Pension Plan
|
| | | | | 3.0 | | | | | | | 113,600 | | | | | | | 0 | | | |
| SERP | | | | | | 3.0 | | | | | | | 38,700 | | | | | | | 0 | | | | |||||
| |
C.A. Lampo
|
| | |
Pension Plan
|
| | | | | 1.0 | | | | | | | 45,600 | | | | | | | 0 | | | |
| SERP | | | | | | 0.0 | | | | | | | 0 | | | | | | | 0 | | | | |||||
| | W.J. Doherty(4) | | | | n/a | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
L. Walter(5)
|
| | |
Pension Plan
|
| | | | | 8.0 | | | | | | | 436,300 | | | | | | | 0 | | | |
| SERP | | | | | | 8.0 | | | | | | | 501,300 | | | | | | | 0 | | | | |||||
| | J-L. Gavelle(4) | | | | n/a | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| |
Name
|
| | |
Executive
Contributions in Last Fiscal Year ($)(1) |
| | |
Registrant
Contributions in Last Fiscal Year ($)(2) |
| | |
Aggregate
Earnings in Last Fiscal Year ($)(3) |
| | |
Aggregate
Withdrawals/ Distributions ($)(4) |
| | |
Aggregate
Balance at Last Fiscal Year-End ($)(5) |
| | |||||||||||||||
| |
R.A. Norwitt
|
| | | | | 68,465 | | | | | | | 111,240 | | | | | | | 844,908 | | | | | | | 0 | | | | | | | 4,879,084 | | | |
| |
C.A. Lampo
|
| | | | | 19,850 | | | | | | | 30,900 | | | | | | | 102,849 | | | | | | | 0 | | | | | | | 646,353 | | | |
| |
W.J. Doherty
|
| | | | | 16,735 | | | | | | | 56,940 | | | | | | | 72,222 | | | | | | | 0 | | | | | | | 479,491 | | | |
| |
L. Walter
|
| | | | | 0 | | | | | | | 21,961 | | | | | | | 34,793 | | | | | | | (83,954 ) | | | | | | | 238,781 | | | |
| |
J-L. Gavelle(6)
|
| | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
Name
|
| |
Amounts That Were Reported
As Compensation in Prior Year Proxy Statements ($) |
| |||
R.A. Norwitt
|
| | | | 1,144,098 | | |
C.A. Lampo
|
| | | | 168,735 | | |
W.J. Doherty
|
| | | | 136,354 | | |
L. Walter
|
| | | | 413,461 | | |
J-L. Gavelle
|
| | | | n/a | | |
| |
R. Adam Norwitt
Benefits and Payments upon
Separation |
| | |
Voluntary
Termination ($) |
| | |
Early
Retirement ($) |
| | |
Normal
Retirement ($) |
| | |
Involuntary
Not For Cause Termination\ Involuntary for Good Reason Termination ($) |
| | |
For Cause
Termination ($) |
| | |
Change in
Control ($) |
| | |
Disability
($) |
| | |
Death
($) |
| | ||||||||||||||||||||||||
| |
Severance payment
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| |
Incentive plan compensation(1)
|
| | | | | 4,065,000 | | | | | | | 4,065,000 | | | | | | | 4,065,000 | | | | | | | 4,065,000 | | | | | | | 0 | | | | | | | 4,065,000 | | | | | | | 4,065,000 | | | | | | | 4,065,000 | | | |
| |
Pay for covenant not to compete(2)
|
| | | | | 1,355,000 | | | | | | | 1,355,000 | | | | | | | 1,355,000 | | | | | | | 1,355,000 | | | | | | | 1,355,000 | | | | | | | 1,355,000 | | | | | | | 1,355,000 | | | | | | | 0 | | | |
| |
Company funded disability(3)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 677,500 | | | | | | | 0 | | | |
| |
Vesting of stock options(4)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 89,536,260 | | | | | | | 0 | | | | | | | 89,536,260 | | | | | | | 89,536,260 | | | | | | | 89,536,260 | | | |
| |
Craig A. Lampo
Benefits and Payments upon
Separation |
| | |
Voluntary
Termination ($) |
| | |
Early
Retirement ($) |
| | |
Normal
Retirement ($) |
| | |
Involuntary
Not For Cause Termination\ Involuntary for Good Reason Termination ($) |
| | |
For Cause
Termination ($) |
| | |
Change in
Control ($) |
| | |
Disability
($) |
| | |
Death
($) |
| | ||||||||||||||||||||||||
| |
Severance payment
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| |
Incentive plan compensation(1)
|
| | | | | 1,000,000 | | | | | | | 1,000,000 | | | | | | | 1,000,000 | | | | | | | 1,000,000 | | | | | | | 0 | | | | | | | 1,000,000 | | | | | | | 1,000,000 | | | | | | | 1,000,000 | | | |
| |
Pay for covenant not to compete(2)
|
| | | | | 625,000 | | | | | | | 625,000 | | | | | | | 625,000 | | | | | | | 625,000 | | | | | | | 625,000 | | | | | | | 625,000 | | | | | | | 625,000 | | | | | | | 0 | | | |
| |
Company funded disability(3)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 312,500 | | | | | | | 0 | | | |
| |
Vesting of stock options(4)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 32,910,252 | | | | | | | 0 | | | | | | | 32,910,252 | | | | | | | 32,910,252 | | | | | | | 32,910,252 | | | |
| |
William J. Doherty
Benefits and Payments upon
Separation |
| | |
Voluntary
Termination ($) |
| | |
Early
Retirement ($) |
| | |
Normal
Retirement ($) |
| | |
Involuntary
Not For Cause Termination\ Involuntary for Good Reason Termination ($) |
| | |
For Cause
Termination ($) |
| | |
Change in
Control ($) |
| | |
Disability
($) |
| | |
Death
($) |
| | ||||||||||||||||||||||||
| |
Severance payment
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| |
Incentive plan compensation(1)
|
| | | | | 715,000 | | | | | | | 715,000 | | | | | | | 715,000 | | | | | | | 715,000 | | | | | | | 0 | | | | | | | 715,000 | | | | | | | 715,000 | | | | | | | 715,000 | | | |
| |
Pay for covenant not to
compete(2) |
| | | | | 550,000 | | | | | | | 550,000 | | | | | | | 550,000 | | | | | | | 550,000 | | | | | | | 550,000 | | | | | | | 550,000 | | | | | | | 550,000 | | | | | | | 0 | | | |
| |
Company funded disability(3)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 275,000 | | | | | | | 0 | | | |
| |
Vesting of stock options(4)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 24,264,122 | | | | | | | 0 | | | | | | | 24,264,122 | | | | | | | 24,264,122 | | | | | | | 24,264,122 | | | |
| |
Luc Walter
Benefits and Payments upon
Separation |
| | |
Voluntary
Termination ($) |
| | |
Early
Retirement ($) |
| | |
Normal
Retirement ($) |
| | |
Involuntary
Not For Cause Termination\ Involuntary for Good Reason Termination ($) |
| | |
For Cause
Termination ($) |
| | |
Change in
Control ($) |
| | |
Disability
($) |
| | |
Death
($) |
| | ||||||||||||||||||||||||
| |
Severance payment(1)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 656,000 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| |
Relocation expense(2)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 250,000 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| |
Incentive plan
compensation(3) |
| | | | | 469,040 | | | | | | | 469,040 | | | | | | | 469,040 | | | | | | | 469,040 | | | | | | | 0 | | | | | | | 469,040 | | | | | | | 469,040 | | | | | | | 469,040 | | | |
| |
Pay for covenant not to compete(4)
|
| | | | | 656,000 | | | | | | | 656,000 | | | | | | | 656,000 | | | | | | | 656,000 | | | | | | | 656,000 | | | | | | | 656,000 | | | | | | | 656,000 | | | | | | | 0 | | | |
| |
Company funded disability(5)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 328,000 | | | | | | | 0 | | | |
| |
Vesting of stock options(6)
|
| | | | | 0 | | | | | | | 27,120,962 | | | | | | | 27,120,962 | | | | | | | 27,120,962 | | | | | | | 0 | | | | | | | 27,120,962 | | | | | | | 27,120,962 | | | | | | | 27,120,962 | | | |
| |
Jean-Luc Gavelle
Benefits and Payments upon
Separation |
| | |
Voluntary
Termination ($) |
| | |
Early
Retirement ($) |
| | |
Normal
Retirement ($) |
| | |
Involuntary
Not For Cause Termination\ Involuntary for Good Reason Termination ($) |
| | |
For Cause
Termination ($) |
| | |
Change in
Control ($) |
| | |
Disability
($) |
| | |
Death
($) |
| | ||||||||||||||||||||||||
| |
Severance payment
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| |
Incentive plan compensation(1)
|
| | | | | 650,481 | | | | | | | 650,481 | | | | | | | 650,481 | | | | | | | 650,481 | | | | | | | 0 | | | | | | | 650,481 | | | | | | | 650,481 | | | | | | | 650,481 | | | |
| |
Pay for covenant not to
compete(2) |
| | | | | 501,768 | | | | | | | 501,768 | | | | | | | 501,768 | | | | | | | 501,768 | | | | | | | 501,768 | | | | | | | 501,768 | | | | | | | 501,768 | | | | | | | 0 | | | |
| |
Company funded disability(3)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | n/a | | | | | | | 0 | | | |
| |
Vesting of stock options(4)
|
| | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 24,080,486 | | | | | | | 0 | | | | | | | 24,080,486 | | | | | | | 24,080,486 | | | | | | | 24,080,486 | | | |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. Livingston served as the President and Chief Executive Officer of Dover Corporation from 2008 through 2018 and also served as its Chief Operating Officer in 2008. From 2007 to 2008, Mr. Livingston served as the president and chief executive officer of Dover Engineered Systems, Inc., and served as the president and chief executive officer of Dover Electronics, Inc. from 2004 to 2007. He also served as the president of Vectron International Inc. in 2004. Mr. Livingston also currently serves as director and member of the Compensation Committee and the Executive Committee of RPM International Inc. In addition to his public board service, Mr. Livingston serves on the board of a private company, Spectrum Control, as well as the non-profit Museum of Science and Industry in Chicago. From 2014 to 2021 he served on the board of the Chicago Council of Global Affairs. Mr. Livingston earned his BS degree in Business Administration from Salisbury University. | |||
Ms. Lane retired from Apple Inc. in 2014 where she had served as Vice President of Operations and oversaw the launch of the iPad ® and manufacturing of the Mac ® Desktop & Accessories product lines. From 2006 until 2008, Ms. Lane was Senior Vice President Integrated Supply Chain / Chief Procurement Officer at Motorola, Inc. Prior to working at Motorola, Ms. Lane held various senior-level operations roles at IBM for more than 10 years. Ms. Lane also served for five years as a Captain in the United States Air Force. She is a director of L3Harris Technologies, Inc. and Signify N.V. At L3Harris, Ms. Lane is a member of the Ad Hoc Business Review, Innovation and Cyber, and Nominating and Governance Committees, and at Signify, she is a member of the Nominating & Governance Committee and the Digital Committee. In addition to her public directorships, she currently serves on the private board of Alkegen and as a member of the Policy and Global Affairs Committee at the National Academy of Sciences. She has previously served on the Purdue University Electrical & Computer Engineering Advisory Board. Ms. Lane earned a BS degree in electrical engineering from the United States Air Force Academy, an MS in electrical engineering from Purdue University and an MBA from UC Berkeley. Purdue University has recognized her as a distinguished electrical engineering alumni (2011) and as a distinguished engineering alumni (2014). | |||
Mr. Singh is currently the President and Chief Executive Officer of Revvity, Inc. (which was previously affiliated with PerkinElmer, Inc.). He was promoted to President and Chief Executive Officer effective December 30, 2019 and was appointed to its Board of Directors in August 2019. Prior to his current role, he held various senior executive operating positions within PerkinElmer. Prior to joining PerkinElmer in 2014, Mr. Singh was a General Manager at GE Healthcare, and before that, Mr. Singh held senior executive level roles in strategy, business development and mergers & acquisitions at both GE Healthcare and Philips Healthcare. Earlier in his career, he held leadership roles of increasing responsibility at DuPont Pharmaceuticals and subsequently at Bristol-Myers Squibb Medical Imaging, which included managing the Asia Pacific and Middle East regions. In addition to his public board service, Mr. Singh also serves on the Board of the Analytical, Life Science & Diagnostics Association. Mr. Singh holds a degree from Wilson College, Mumbai, India and a PhD in chemistry from the University of Missouri-Columbia and an MBA from Northeastern University. His research work has resulted in several issued patents and publications in peer reviewed journals. | |||
Ms. Altobello was Global Vice Chair, Talent of Ernst & Young (“EY”), where she was responsible for the firm’s global talent and people strategy from July 2014 to June 2018. Prior to that, Ms. Altobello held a number of senior positions at EY, including Americas Vice Chair, Talent; Managing Partner, Northeast Region Audit and Advisory Practices; and Managing Partner, North American Audit Practice. During her time at EY, she also served as the audit partner for a number of leading global, publicly traded corporations. Ms. Altobello is also a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. At MarketAxess Holdings Inc. Ms. Altobello is the Lead Independent Director and a member of the Nominating and Corporate Governance Committee and Compensation and Talent Committee, and at Wex Inc. she is the chair of the Corporate Governance Committee and a member of the Leadership Development and Compensation Committee. Ms. Altobello was on the board at MTS Systems Corporation at the time it was acquired by the Company. Ms. Altobello also serves on the boards of Fidelity Charitable, National Mentoring Partnership, and Fairfield University, all not for profit organizations. Ms. Altobello earned her BS in accounting, with honors, from Fairfield University. She has attended numerous executive leadership programs including at Harvard Business School and Northwestern University. She has earned a certificate in Board Excellence from Harvard Business School and a certificate in Climate Change from Diligent. | |||
Mr. Loeffler had been an employee of the Company for 37 years when he retired in December 2010. He was executive chair of the Company from 2009 to 2010, chief executive officer of the Company from 1996 to 2008 and president of the Company from 1987 to 2007. Prior to assuming the position of president, he oversaw the Company’s international operations, and prior to that served in general management and operations roles in several European countries. He has a technology background with a PhD in physics and experience as a researcher in the field of semiconductors. Mr. Loeffler is of Austrian origin. He has residence, work and cultural experience in many European countries. He earned his BS and PhD from the University of Innsbruck, Austria. | |||
Mr. Falck has more than 40 years of experience as a legal advisor to public and private companies. From 2009 to 2017, Mr. Falck was Executive Vice President and General Counsel of Pinnacle West Capital Corporation and its primary subsidiary, Arizona Public Service Company, where he had responsibility for the company’s legal affairs and corporate secretary functions, while also serving on the executive risk and strategy committees. He continued as Executive Vice President, Law, from 2017 through April 2018. From 2007 to 2009, he was senior vice president, law for New Jersey-based Public Service Enterprise Group Inc. and served as a member of its executive group. From 1987 to 2007, Mr. Falck was an attorney, a partner and served on the managing board of Pillsbury Winthrop Shaw Pittman LLP. Mr. Falck provided strategic advice for a range of clients in the manufacturing, energy and telecommunications industries in the U.S. and abroad, including the Company. He has advised public company boards on a broad range of corporate governance matters. In his practice, he also advised on mergers and acquisitions both domestically and internationally. Mr. Falck also serves on the non-profit boards of Exeter Health Resources, Inc. and Exeter Hospital. He earned his BA magna cum laude, Phi Beta Kappa from Colgate University and his JD summa cum laude, Order of the Coif from Washington & Lee University School of Law. | |||
Ms. Wolff is the Founder and Chief Executive Officer of Independence Point Advisors, a women- and minority-owned investment bank and advisory services firm formed in 2021. Previously, Ms. Wolff was a Managing Director at Bank of America from 2011 until 2020 during which time she served as Chairman, Global Corporate and Investment Banking and Head of Global Corporate Banking and Leasing. Prior to that, from 2009 to 2011, Ms. Wolff held senior positions at JP Morgan Chase & Company and from 1998 to 2009 at Citigroup. Ms. Wolff began her career at Salomon Brothers, where she held positions of increasing responsibility from 1989 to 1998. Ms. Wolff earned a BA degree from Colby College, where she was also previously Vice Chairman of the Board of Trustees. She has an MBA from Northwestern University—Kellogg School of Management. | |||
Mr. Norwitt has been an employee of the Company or its subsidiaries for approximately 25 years. He has been President since 2007 and Chief Executive Officer since 2009. Mr. Norwitt was chief operating officer of the Company from 2007 through 2008. He was senior vice president and group general manager, worldwide RF and microwave products business of the Company during 2006 and vice president and group general manager, worldwide RF and microwave products group of the Company from 2004 until 2006. Prior thereto, Mr. Norwitt served as group general manager, general manager and business development manager with various operating groups in the Company, including approximately five years resident in Asia. Prior to joining the Company, Mr. Norwitt was a corporate lawyer at Gibson, Dunn & Crutcher LLP. Mr. Norwitt does not serve on the board of any other public company. Mr. Norwitt graduated with a BS degree in International Politics from the Georgetown University School of Foreign Service. He earned a JD from the University of Michigan Law School and an MBA from INSEAD. He has studied in the United States, Taiwan, China and France, and is fluent in French and Chinese. |
| |
Name and Principal Position
|
| | |
Year
|
| | |
Salary
($) |
| | |
Bonus
($) |
| | |
Stock
Awards ($) |
| | |
Option
Awards ($) |
| | |
Non-
Equity Incentive Plan Compensation ($) |
| | |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| | |
All Other
Compensation ($) |
| | |
Total
($) |
| | |||||||||||||||||||||||||||
| |
R.A. Norwitt
President & Chief Executive Officer |
| | | | | 2023 | | | | | | | 1,455,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 9,098,783 | | | | | | | 0 | | | | | | | 8,800 | | | | | | | 382,124 | | | | | | | 10,944,707 | | | |
| | | 2022 | | | | | | | 1,400,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 8,424,801 | | | | | | | 3,780,000 | | | | | | | 0 | | | | | | | 350,882 | | | | | | | 13,955,683 | | | | |||||
| | | 2021 | | | | | | | 1,355,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 7,522,140 | | | | | | | 4,065,000 | | | | | | | 0 | | | | | | | 150,557 | | | | | | | 13,092,697 | | | | |||||
| |
C.A. Lampo
Senior Vice President & Chief Financial Officer |
| | | | | 2023 | | | | | | | 680,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,918,331 | | | | | | | 0 | | | | | | | 2,600 | | | | | | | 114,786 | | | | | | | 3,715,717 | | | |
| | | 2022 | | | | | | | 650,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,685,480 | | | | | | | 936,000 | | | | | | | 0 | | | | | | | 102,450 | | | | | | | 4,373,930 | | | | |||||
| | | 2021 | | | | | | | 625,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,392,200 | | | | | | | 1,000,000 | | | | | | | 0 | | | | | | | 51,612 | | | | | | | 4,068,812 | | | | |||||
| |
L. Walter
President, Harsh Environment Solutions Division |
| | | | | 2023 | | | | | | | 755,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 3,484,008 | | | | | | | 1,047,563 | | | | | | | 24,200 | | | | | | | 143,566 | | | | | | | 5,454,337 | | | |
| | | 2022 | | | | | | | 725,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,300,008 | | | | | | | 1,005,938 | | | | | | | 0 | | | | | | | 82,730 | | | | | | | 4,113,676 | | | | |||||
| | | 2021 | | | | | | | 656,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,767,570 | | | | | | | 469,040 | | | | | | | 0 | | | | | | | 49,039 | | | | | | | 2,941,649 | | | | |||||
| |
W.J. Doherty
President, Communications Solutions Division |
| | | | | 2023 | | | | | | | 680,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 3,484,008 | | | | | | | 0 | | | | | | | n/a | | | | | | | 120,660 | | | | | | | 4,284,668 | | | |
| | | 2022 | | | | | | | 650,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,300,008 | | | | | | | 975,000 | | | | | | | n/a | | | | | | | 88,350 | | | | | | | 4,013,358 | | | | |||||
| | | 2021 | | | | | | | 550,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,767,570 | | | | | | | 715,000 | | | | | | | n/a | | | | | | | 79,758 | | | | | | | 3,112,328 | | | | |||||
| |
L.E. D’Amico
Senior Vice President & General Counsel |
| | | | | 2023 | | | | | | | 580,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,819,445 | | | | | | | 0 | | | | | | | n/a | | | | | | | 90,665 | | | | | | | 2,490,110 | | | |
Customers
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
WALTER LUC | Director | 223,895 | 0 |
WALTER LUC | President, HES Division | 213,203 | 0 |
Lampo Craig A | Director | 158,116 | 39,884 |
Livingston Robert | Director | 59,120 | 0 |
Falck David P | Director | 42,477 | 0 |
D'AMICO LANCE E | Sr. VP, Secretary & GenCounsel | 25,700 | 0 |
D'AMICO LANCE E | Director | 25,700 | 0 |
Silverman David M | Senior VP, Human Resources | 7,000 | 0 |
NORWITT RICHARD ADAM | Director | 3,968 | 864,177 |
Lane Rita S. | Director | 2,375 | 7,503 |
NORWITT RICHARD ADAM | President & CEO | 1,984 | 465,918 |
Singh Prahlad R. | Director | 768 | 0 |
LOEFFLER MARTIN H | Director | 0 | 292,286 |