DEF 14A of Amphenol Corp /De/, Apr 8, 2024

DEF 14A of Amphenol Corp /De/

Filed Apr 8, 2024 · FY20230001104659-24-044584

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | Director Tenure | Principal Occupation | Independent | Committee Memberships | | | | | Other Public Company Boards | | Name | | | | AC | CC | EC | FC* | NCGC | | | Nancy A. Altobello | Since 2021 | Former Global Vice Chair, Talent of Ernst & Young | Y | C,F | ● | | | | MarketAxess Holdings Inc./Wex Inc. | | David P. Falck (Presiding Director) | Since 2013 | Former Executive Vice President and General Counsel, Pinnacle West Capital Corporation | Y | ● | ● | | | C | | | Edward G. Jepsen | 1989-1997; Since 2005 | Former CEO and Chairman of Coburn Technologies, Inc. | Y | ●,F | | ● | ● | | | | Rita S. Lane | Since 2020 | Former VP of Operations of Apple Inc. | Y | | | C | ● | ● | L3Harris Technologies, Inc./ Signify N.V. | | Robert A. Livingston | Since 2018 | Former CEO of Dover Corporation | Y | ●,F | C | ● | | | 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 | | | | | | | | Prahlad Singh | Since 2023 | President and CEO of Revvity, Inc. | Y | | | | | | Revvity, Inc. | | Anne Clarke Wolff | Since 2018 | Founder and CEO of Independence Point Advisors | Y | ●,F | | | C | ● | |

  3. Director Nominees

    * The Pension Committee was dissolved, and the Finance Committee was formed, on August 3, 2023, with the responsibilities of the Pension Committee assumed by the Finance Committee. At the time of dissolution, the members of the Pension Committee were Anne Clarke Wolff (Chair), Rita S. Lane and Edward G. Jepsen, each of whom became members of the Finance Committee. AC Audit Committee C Chair CC Compensation Committee EC Executive Committee FC Finance Committee F Financial Expert NCGC Nominating/Corporate Governance Committee

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  5. DIRECTOR NOMINEES

    | Martin H. Loeffler, PhD — Chairman of the Board | | | | | | AGE: 79 | AMPHENOL COMMITTEES | OTHER PUBLIC DIRECTORSHIPS | | | Director Since 1987 | None | None | | 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. | | | | | PARTICULAR IMPACT | | | | | Mr. Loeffler’s extensive experience in the interconnect industry and more than 50-year association with Amphenol, together with his leadership, international experience, technology background and close association with the culture of Amphenol are of tremendous value to the Board. | | | | | SKILLS AND QUALIFICATIONS | | | | | • Audit and Finance | | • Business Development and Strategy | | | • Capital Markets | | • Corporate Governance/Compliance | | | • Institutional Knowledge | | • International | | | • Manufacturing | | • Mergers & Acquisitions | | | • Risk Oversight | | • Supply Chain | | | • Talent Development | | • Technology | |

  6. DIRECTOR NOMINEES

    | David P. Falck — Presiding Director | | | | | | AGE: 71 | AMPHENOL COMMITTEES | OTHER PUBLIC DIRECTORSHIPS | | | Director Since 2013 | Audit Committee Compensation Committee Nominating/Corporate Governance Committee (Chair) | None | | 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. | | | | | PARTICULAR IMPACT | | | | | Mr. Falck brings to the Board decades of legal and financial acumen, in particular with respect to corporate governance, mergers and acquisitions, financing, compliance and legal matters. | | | | | SKILLS AND QUALIFICATIONS | | | | | • Audit and Finance | | • Business Development and Strategy | | | • Capital Markets | | • Corporate Governance/Compliance | | | • Environmental | | • International | | | • Mergers & Acquisitions | | • Risk Oversight | | | • Talent Development | | | |

  7. DIRECTOR NOMINEES

    | Nancy A. Altobello | | | | | | AGE: 66 | AMPHENOL COMMITTEES | OTHER PUBLIC DIRECTORSHIPS | | | Director Since 2021 | Audit Committee (Chair) Compensation Committee | Current: MarketAxess Holdings Inc. Wex Inc. In the past: CA Technologies, Inc. Cornerstone OnDemand, Inc. MTS Systems Corporation | | 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. | | | | | PARTICULAR IMPACT | | | | | Ms. Altobello’s strength in attracting, training and retaining top talent combined with her experience as an audit partner to large global publicly traded corporations provide important perspective and depth to the Board. | | | | | SKILLS AND QUALIFICATIONS | | | | | • Audit and Finance | | • Business Development and Strategy | | | • Capital Markets | | • Corporate Governance/Compliance | | | • Environmental | | • International | | | • Mergers & Acquisitions | | • Risk Oversight | | | • Talent Development | | | |

  8. DIRECTOR NOMINEES

    | Edward G. Jepsen | | | | | | AGE: 80 | AMPHENOL COMMITTEES | OTHER PUBLIC DIRECTORSHIPS | | | Director Since 2005 (also 1989 to 1997) | Audit Committee Executive Committee Finance Committee | In the past: ITC Holdings Corp. | | Mr. Jepsen was executive vice president and chief financial officer of the Company from 1989 through 2004. Subsequently, he was employed as a non-executive Advisor to the Company from 2005 through his retirement in 2006. Mr. Jepsen was Chairman and Chief Executive Officer of Coburn Technologies, Inc., a manufacturer and marketer of lens processing systems and equipment for the ophthalmic industry, from December 2010 to November 2022. Prior to joining the Company, Mr. Jepsen was a partner at PricewaterhouseCoopers LLP. Mr. Jepsen earned his BA in accounting from Antioch College and an MBA from the Harvard Business School. He is a Certified Public Accountant. | | | | | PARTICULAR IMPACT | | | | | Mr. Jepsen has a deep familiarity with the operations, markets, technologies and other business matters of the Company while also bringing significant experience in public accounting and auditing. | | | | | SKILLS AND QUALIFICATIONS | | | | | • Audit and Finance | | • Business Development and Strategy | | | • Capital Markets | | • Corporate Governance/Compliance | | | • Institutional Knowledge | | • International | | | • Manufacturing | | • Mergers & Acquisitions | | | • Risk Oversight | | • Supply Chain | | | • Talent Development | | • Technology | |

  9. DIRECTOR NOMINEES

    | Rita S. Lane | | | | | | AGE: 61 | AMPHENOL COMMITTEES | OTHER PUBLIC DIRECTORSHIPS | | | Director Since 2020 | Executive Committee (Chair) Finance Committee Nominating/Corporate Governance Committee | Current: L3Harris Technologies, Inc. Signify N.V. In the past: Sanmina Corporation | | 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). | | | | | PARTICULAR IMPACT | | | | | Ms. Lane’s deep technology background, together with her years of experience with leading international global hardware operations including supply chains provide the Board with unique and valuable insights. | | | | | SKILLS AND QUALIFICATIONS | | | | | • Business Development and Strategy | | • Corporate Governance/Compliance | | | • Environmental | | • International | | | • Manufacturing | | • Risk Oversight | | | • Supply Chain | | • Talent Development | | | • Technology | | | |

  10. DIRECTOR NOMINEES

    | Robert A. Livingston | | | | | | AGE: 70 | AMPHENOL COMMITTEES | OTHER PUBLIC DIRECTORSHIPS | | | Director Since 2018 | Audit Committee Compensation Committee (Chair) Executive Committee | Current: RPM International Inc. In the past: Dover Corporation | | 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. | | | | | PARTICULAR IMPACT | | | | | Mr. Livingston brings to the Board a successful track record leading a large, publicly-traded U.S. multi-national industrial company, together with his extensive experience in manufacturing, mergers and acquisitions and finance. | | | | | SKILLS AND QUALIFICATIONS | | | | | • Audit and Finance | | • Business Development and Strategy | | | • Capital Markets | | • Corporate Governance/Compliance | | | • International | | • Manufacturing | | | • Mergers & Acquisitions | | • Risk Oversight | | | • Supply Chain | | • Talent Development | | | • Technology | | | |

  11. DIRECTOR NOMINEES

    | R. Adam Norwitt | | | | | | AGE: 54 | AMPHENOL COMMITTEES | OTHER PUBLIC DIRECTORSHIPS | | | Director Since 2009 | None | None | | 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. | | | | | PARTICULAR IMPACT | | | | | Mr. Norwitt has been our chief executive officer for more than 15 years, with a broad array of prior experience within our Company. He brings to the Board vision, market and technology knowledge, merger and acquisition experience, international exposure and knowledge of the day-to-day businesses, operating model and culture of the Company. | | | | | SKILLS AND QUALIFICATIONS | | | | | • Audit and Finance | | • Business Development and Strategy | | | • Capital Markets | | • Corporate Governance/Compliance | | | • Environmental | | • Institutional Knowledge | | | • International | | • Manufacturing | | | • Mergers & Acquisitions | | • Risk Oversight | | | • Supply Chain | | • Talent Development | | | • Technology | | | |

  12. DIRECTOR NOMINEES

    | Prahlad Singh, PhD | | | | | | AGE: 59 | AMPHENOL COMMITTEES | OTHER PUBLIC DIRECTORSHIPS | | | Director Since 2023 | None | Revvity, Inc. | | 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. | | | | | PARTICULAR IMPACT | | | | | Mr. Singh brings to the Board strong business, operational and merger and acquisition experience with global technology companies including as chief executive officer of a publicly traded company. | | | | | SKILLS AND QUALIFICATIONS | | | | | • Business Development and Strategy | | • Capital Markets | | | • International | | • Manufacturing | | | • Mergers & Acquisitions | | • Risk Oversight | | | • Supply Chain | | • Talent Development | | | • Technology | | | |

  13. DIRECTOR NOMINEES

    | Anne Clarke Wolff | | | | | | AGE: 58 | AMPHENOL COMMITTEES | OTHER PUBLIC DIRECTORSHIPS | | | Director Since 2018 | Audit Committee Finance Committee (Chair) Nominating/Corporate Governance Committee | None | | 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. | | | | | IMPACT | | | | | Ms. Wolff brings to the Board deep experience in banking and corporate finance, including mergers and acquisitions, investor relations, treasury and capital allocation strategy. | | | | | SKILLS AND QUALIFICATIONS | | | | | • Audit and Finance | | • Business Development and Strategy | | | • Capital Markets | | • Environmental | | | • International | | • Mergers & Acquisitions | | | • Risk Oversight | | • Talent Development | |

  14. DIRECTOR NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.

  15. Director Compensation for the 2023 Fiscal Year

    Director Compensation for the 2023 Fiscal Year The following table contains information relating to compensation of the Company’s directors who are not named executive officers. The only director who is a named executive officer is Mr. Norwitt. His compensation is described in more detail in the “Summary Compensation Table” on page 46 and in the section entitled Compensation of Named Executive Officers beginning on page 39. For 2023, non-employee director compensation consisted of an annual retainer fee, committee chair fees and phantom equity awards. In addition, our Chairman and our Presiding Director each receive an additional fee in connection with performing such roles.

  16. Director Compensation for the 2023 Fiscal Year

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Nancy A. Altobello | 100,000 | 182,163 | n/a | n/a | n/a | n/a | 282,163 | | Stanley L. Clark(4) | 38,187 | 0 | n/a | n/a | n/a | n/a | 38,187 | | David P. Falck | 150,000 | 182,163 | n/a | n/a | n/a | n/a | 332,163 | | Edward G. Jepsen | 125,000 | 182,163 | n/a | n/a | n/a | n/a | 307,163 | | Rita S. Lane | 115,000 | 182,163 | n/a | n/a | n/a | n/a | 297,163 | | Robert A. Livingston | 115,000 | 182,163 | n/a | n/a | n/a | n/a | 297,163 | | Martin H. Loeffler | 280,000 | 182,163 | n/a | n/a | n/a | n/a | 462,163 | | Prahlad Singh | 96,945 | 250,116 | n/a | n/a | n/a | n/a | 347,061 | | Anne Clarke Wolff | 115,000 | 182,163 | n/a | n/a | n/a | n/a | 297,163 |

  17. Director Compensation for the 2023 Fiscal Year

    (1) The 2012 Restricted Stock Plan for Directors of Amphenol Corporation expired on May 22, 2022 (the “2012 Plan”). If the 2012 Plan had been in effect during 2023, each director would have been granted an annual restricted stock award on May 19, 2023 for 2,375 restricted shares, which is the quotient obtained by dividing the 2023 annual equity award amount of $180,000 by the closing stock price of $75.80 on the grant date, rounded up to the nearest whole share. In lieu of this restricted stock award, the Company granted 2,375 shares of phantom stock to each then-current non-employee director. The grant date fair value of the 2,375 shares of phantom stock granted to each director (other than Mr. Clark) was $182,163 computed in accordance with FASB ASC Topic 718, and was intended to correspond to the value of an equivalent number of shares of restricted stock (inclusive of the value of any ordinary cash dividends on such restricted shares). Each share of phantom stock will vest on the first to occur of (a) May 19, 2024 or (b) the day immediately prior to the Annual Meeting. Unless the date of the Annual Meeting is postponed, which is not currently expected, these phantom stock awards will become fully vested common shares on May 15, 2024. In addition to receiving his award of 2,375 shares of phantom stock, Mr. Singh also received an award of 768 shares of phantom stock to compensate him for the period from January 12, 2023 (the date he was appointed to the Board) through May 17, 2023. The fair value of the 768 shares of phantom stock granted to Mr. Singh was $67,953 and was intended to correspond to the value of an equivalent number of shares of restricted stock (inclusive of the value of any ordinary cash dividends on such restricted shares) Mr. Singh would have been granted if the 2012 Plan had been in effect during 2023. This interim phantom stock award to Mr. Singh was fully vested on the grant date. Subject to the approval of the Company’s stockholders at the Annual Meeting of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation, the Company expects to resume issuing restricted stock to non-employee directors pursuant to such plan commencing in May 2024. (2) The Company does not have a pension plan program applicable to its non-employee directors. Directors who are current or former employees participate in the Company’s Pension Plan (described beginning on page 51) as employees. Messrs. Loeffler and Jepsen participated in the Pension Plan during their prior employment with the Company. Upon retirement, their pension benefits were fixed, and they are no longer accruing any additional benefits under the Pension Plan. (3) The Company does not have any other compensation programs for its non-employee directors nor did it provide any other benefits which could be deemed to be compensation for their service. (4) Mr. Clark did not stand for re-election at the May 18, 2023 Annual Meeting of Stockholders. His 2023 compensation reflects amounts paid to him through such date. The Compensation Committee reviews compensation for the non-employee directors at the beginning of each calendar year. In connection with its review, the Compensation Committee retains Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant, to provide market data for director compensation at companies similar in size to Amphenol. For more information on Meridian, see the section entitled Role of Compensation Consultant in Compensation Decisions in the Compensation Discussion and Analysis section. In connection with its review for 2022, and based on Meridian’s confirmation that the revised compensation was generally aligned with market practice, the Board approved the following increased compensatory arrangements, which became effective January 1, 2022. Except as discussed above with respect to the phantom stock awards granted during 2023, and based on Meridian’s confirmation that the current compensation was generally aligned with market practice, there were no changes to these compensatory arrangements for 2023.

  18. Director Compensation for the 2023 Fiscal Year

    | Calculation of Fees Earned by Directors | | | | 2022/2023 | | Annual Retainer Fee | $100,000 | | Fee for Chairman of the Board | $280,000 | | Fee for Presiding Director | $35,000 | | Fee for Audit Committee Chair | $25,000 | | Fee for Other Committee Chairs | $15,000 | | Value of Equity Grant | $180,000 |

  19. Director Compensation for the 2023 Fiscal Year

    In Proposal 2 to this proxy statement, the stockholders are being asked to approve the 2024 Restricted Stock Plan for Directors of Amphenol Corporation to permit the Company to resume granting restricted stock awards to the non-employee directors. The Company believes providing equity incentives to the non-employee directors provides an additional means of attracting, retaining and compensating highly qualified individuals for service as members of the Board. Going forward, the Compensation Committee will monitor and make recommendations to the Company and to the Board regarding the annual retainer fee, committee chair fees, Chairman of the Board and Presiding Director fees and equity compensation elements of the directors’ compensation program to ensure that total director compensation is fair and reasonable and competitive for the purpose of attracting and retaining qualified directors.

  20. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

  21. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | Name and Age | Principal Occupation and Other Information | | Lance E. D’Amico Age 55 | 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 eight years. | | William J. Doherty Age 59 | 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 21 years. | | Craig A. Lampo Age 54 | 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 20 years. |

  22. EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    | Name and Age | Principal Occupation and Other Information | | David Silverman Age 46 | 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 17 years. | | Peter J. Straub Age 56 | President, Interconnect and Sensor Systems Division since January 1, 2024, Vice President and Group General Manager, Sensor Technology Group from 2019 through 2023 and General Manager, Advanced Sensors from 2013 through 2018. Mr. Straub joined the Company in 2013 through the acquisition of GE Advanced Sensors where he served as Product General Manager. Prior to joining GE in 2001, Mr. Straub served in senior roles at Spirent-Keystone Thermometrics and held roles in engineering at Delphi and General Motors. He does not serve on the board of directors of any public company. Mr. Straub has been an employee of the Company or businesses acquired by the Company for approximately 23 years. | | Luc Walter Age 65 | 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 40 years. |

  23. COMPENSATION DISCUSSION & ANALYSIS

    Philosophy and Objectives of Compensation Program. The Committee continues to strive to develop, refine and implement a complete, consistent and straightforward compensation program that helps to attract, motivate and retain the executive officers and key management employees, and that remains competitive with comparable companies. The program is designed to promote decision making geared to increasing long-term shareholder value while avoiding excessive risk taking. The Committee believes that to further these objectives, executive compensation packages should include both cash and long-term equity-based compensation as well as reasonable benefits. Elements of Compensation Program. The Committee endeavors to provide an appropriate mix of different elements of compensation, including finding a balance among (i) fixed versus at-risk compensation, (ii) current versus long-term compensation, (iii) cash versus equity-based compensation and (iv) basic benefits. Cash payments primarily reward current year performance and equity-based awards encourage key management employees, including the named executive officers, to continue to deliver results over a longer period of time and serve as a retention tool. The Committee generally strives to provide equity-based compensation at a level sufficient to drive an appropriate amount of focus on the long-term performance of the Company. The compensation program for executive officers and key management employees, including the named executive officers, generally includes the following elements: • Base Salary Performance-Based Incentive Plans Stock Option Plans • Insurance Benefits • Retirement Benefits Base Salary. The Company establishes base salary to provide fixed income at approximately the median level for executives of comparable companies with similar responsibilities. Several elements are considered in setting base salary, including the size, scope and complexity of the executive officer’s or key management employee’s responsibilities, as well as the tenure of the executive officer with the Company. Position, geography and economic and market conditions are also considered, particularly with respect to retention. Base salary must be reasonable, fair and competitive. The Committee also considers the historical, current and forecasted performance of the Company and individual operating units, and the contributions or expected contributions of each executive officer or key management employee to those results when considering proposed adjustments to base salary. Salary levels for all executive officers and key management employees are reviewed and typically adjusted annually. Salary levels are also typically reviewed and may be adjusted in connection with a change in job responsibilities. Performance-Based Incentive Plans. Executive officers and key management employees, including the named executive officers (with the exception of key sales and marketing employees who typically have their own sales incentive or commission plans and from time-to-time certain key employees of newly acquired companies who had or have their own incentive plans), were eligible to receive annual cash payments pursuant to the 2023 Management Incentive Plan (the “2023 Management Incentive Plan”). The Committee has reviewed and approved the 2024 Management Incentive Plan (the “2024 Management Incentive Plan”) with terms that are substantially the same as the 2023 Management Incentive Plan. The 2023 Management Incentive Plan and the 2024 Management Incentive Plan are collectively hereinafter referred to as the “incentive plan”. Target payments under the incentive plan when added to fixed base salary are intended to generate total annual cash compensation that the Company believes is reasonable, fair and competitive with annual cash compensation paid to similarly situated employees at other companies with comparable size and performance. Incentive plan payments have historically totaled in the aggregate less than 2% of the annual consolidated operating income for the Company. There were approximately 575 participants in the 2023 Management Incentive Plan. Payouts under the 2023 Management Incentive Plan totaled approximately $15 million representing approximately 0.57% of the Company’s Adjusted Operating Income for 2023. There are currently approximately 600 participants in the 2024 Management Incentive Plan who, at achievement of 100% of 2024 performance targets and goals, would be paid an aggregate of approximately $30 million. The incentive plan provides participants with a cash bonus if certain operating unit and/or Company goals are achieved. A “responsibility unit” in the discussion below refers to the group or business unit for which the employee has management responsibility or to which he or she is assigned. For executive officers and key management employees with global headquarters roles (i.e., Company-wide responsibilities), such as Messrs. Norwitt, Lampo and D’Amico, the Company is considered the responsibility unit. For Messrs. Walter and Doherty, the division over which each served as Division President in 2023 is considered the relevant responsibility unit. The incentive plan is intended to reward participants upon the achievement of the goals for their respective responsibility unit, with discretion for qualitative individual, operating unit and Company performance factors. No annual incentive payments will be made if a threshold performance level of profitability is not achieved for the relevant responsibility unit, absent the occurrence of extenuating circumstances that, in the discretion of the Committee, merit an exception to the threshold profitability performance requirement. As a general rule, no incentive plan payment is made to employees with Company-wide responsibilities if Adjusted Diluted EPS declines year-over-year nor to other employees if the operating income of their respective responsibility unit declines year-over-year. Incentive plan payment amounts are calculated by multiplying three factors together: (i) a participant’s annual base salary, (ii) a participant’s incentive plan target percentage and (iii) a participant’s incentive plan multiplier. Incentive plan target percentages for each participant are generally established at the beginning of each year. Incentive plan target percentages for participants in the 2023 Management Incentive Plan ranged from 5% to 150% of annual base salary. The incentive plan multiplier is determined for each participant after the end of each year by analyzing a number of quantitative factors, subject to qualitative adjustment, as discussed in more detail below. The maximum incentive plan multiplier any recipient may be awarded is 200%. The incentive plan does not guarantee any minimum incentive plan multiplier to any participant. For 2023, participants received incentive plan multipliers ranging from 0% to 200%. A participant’s incentive plan multiplier is based primarily on responsibility unit financial performance against quantitative measures established at the beginning of each year. In addition, adjustments are made, when appropriate, for certain qualitative factors as well as for reasonableness and consistency. The quantitative portion of the incentive plan multiplier is contingent upon the Company’s achievement and/or the applicable responsibility unit’s achievement of performance targets and/or goals.

  24. COMPENSATION DISCUSSION & ANALYSIS

    | | 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% |

  25. COMPENSATION DISCUSSION & ANALYSIS

    The Company continues to believe that the key drivers to generating shareholder value are revenue growth, operating income growth and EPS growth. In 2023 the quantitative performance criteria for (i) participants with Company-wide responsibilities was based on Company revenue and Adjusted Diluted EPS growth in 2023 over 2022 and (ii) other participants was based on responsibility unit revenue and operating income growth in 2023 over 2022 adjusted for actual operating income in 2023 as compared to 2023 operating income budget. Revenue growth and operating income growth are calculated on a constant currency basis. The specific targets to be achieved by Messrs. Norwitt, Lampo and D’Amico to attain a 100% quantitative portion of the incentive plan multiplier in 2023 were (i) Company revenue growth of at least 7%, and (ii) Company Adjusted Diluted EPS growth of at least 11%. To achieve a 200% quantitative portion of the incentive plan multiplier in 2023 would have required Company revenue growth of at least 17.5% and Company Adjusted Diluted EPS growth of at least 27.5%. In calculating the incentive plan multiplier, Company revenue growth and Company Adjusted Diluted EPS growth are given equal weighting. The specific targets to be achieved by Messrs. Walter and Doherty to attain a 100% incentive plan multiplier under the 2023 incentive plan were (i) responsibility unit revenue growth of at least 7% and (ii) responsibility unit operating income growth of at least 11%. In addition, for executives that do not have global headquarters roles, such as Messrs. Walter and Doherty, the incentive plan multiplier is adjusted up or down based on achievement to operating income budget. To achieve a 200% quantitative portion of the incentive plan multiplier under the incentive plan in 2023 would have required responsibility unit revenue growth of at least 17.5% and responsibility unit operating income growth of at least 27.5%. In calculating the incentive plan multiplier, responsibility unit operating income growth and responsibility unit revenue growth are given equal weighting. If Adjusted Diluted EPS or operating income, as applicable, decline, the impact to the incentive plan multiplier is at the discretion of the Committee, but generally has resulted in an overall incentive plan multiplier of 0%. Once the quantitative portion of the incentive plan multiplier is established, management and/or the Committee, as applicable, consider various qualitative factors and may adjust the incentive plan multiplier accordingly. The qualitative analysis is designed to ensure that a participant is rewarded for responsibility unit performance and individual performance, but also to provide a means to ensure the awards are fair and meet the other goals of the Committee in determining executive compensation. The qualitative portion of the incentive plan may include one or more of the following factors: whether operating margins of the responsibility unit are above or below the average of the Company, balance sheet management including cash flow, operating unit and group contribution to total Company performance, risk management issues, contributions of responsibility unit to achieving the Company’s sustainability goals, including environmental, social and climate-related targets, industry performance, special market conditions, budget impact and any other factor that the Committee deems relevant under the circumstances. In 2024 there is no change in the quantitative performance criteria for the 2024 Management Incentive Plan as compared to the 2023 Management Incentive Plan. Stock Option Plans. In May 2017, stockholders approved and the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Original 2017 Option Plan”) and in May 2021, stockholders approved and the Company adopted the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (together with the Original 2017 Option Plan, the “2017 Option Plan”). Granting stock options is a simple means to maintain the alignment of the interests of the Company’s executive officers and key management employees with its stockholders and allows executive officers and key management employees to participate in the long-term growth and profitability of the Company. The Committee believes that granting stock options helps create competitive levels of compensation and provides an opportunity for increased equity ownership by executive officers and key management employees (including the named executive officers). All currently outstanding employee stock option grants have a five-year vesting period, with 20% vesting each year. The Committee believes this extended vesting schedule helps retain executive officers and key management employees and encourages them to make decisions that achieve a healthy balance between short and long-term Company performance. The total expense for options granted each year is typically in the range of approximately 3% to 5% of the Company’s annual budgeted consolidated operating income for such year. The employee stock option plan is administered by the Committee. The Committee will consider recommendations of the Chief Executive Officer and other senior management employees of the Company and determine those employees of Amphenol and its subsidiaries who will be eligible to receive options, the number and the terms and conditions of each option grant, the form of the option agreement and any conditions on the exercise of an option award. In determining the number of options to be granted to an individual employee, a value is imputed for each option, with reference to the Company’s then current stock price and the Black-Scholes valuation of each option granted. The Committee also considers information regarding the total amount of options available, an individual’s base salary, the amount of stock options, if any, previously awarded to an individual, an individual’s past and expected future contributions to the Company’s financial performance and an individual’s responsibilities for assisting the Company in achieving its long-term strategic goals. The Committee also considers the estimated dilutive effect of options granted each year. The Committee has historically made annual awards of stock options in the second quarter of each year. Newly hired or promoted executive officers or key management employees have on occasion received an award of stock options at or near the date of appointment. The Committee does not grant stock options with an exercise price that is less than the closing price of the Common Stock on the grant date. Insurance Benefits. Each executive officer and key management employee (including the U.S.-based named executive officers) is offered the same health and life insurance benefits as other employees working at the same location. The Company also makes a contribution to group term life insurance on behalf of substantially all U.S.-based salaried employees (including the U.S.-based named executive officers) on the same terms and conditions as similarly situated U.S.-based salaried employees for which the Company is required to impute compensation for amounts in excess of $50,000 net of employee payments, see table of All Other Compensation under footnote (4) on page 47. Key management employees outside of the U.S. participate in the same insurance programs on the same terms and conditions as similarly situated salaried employees.

  26. Compensation of Named Executive Officers

    Compensation of Named Executive Officers Company Performance — When reviewing compensation, the Committee reviewed the Company’s 2023 financial results. The Company’s 2023 financial results were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and reported in the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Company’s 2023 Annual Report”). In addition to reviewing relevant GAAP financial measures, the Committee considered non-GAAP measures which it believes are also relevant in gauging year-over-year performance. Thus, Constant Currency Net Sales Growth, Adjusted Operating Income and Adjusted Diluted EPS and other non-GAAP measures are referenced in this proxy statement.2 In 2023, the Company achieved net sales of $12.55 billion, which was down slightly in constant currencies compared to 2022. For the years ended December 31, 2023 and 2022, GAAP Diluted EPS was $3.11 and 3.06, respectively. GAAP Diluted EPS in 2023 included (i) excess tax benefits of $82.4 million ($0.13 per share) related to stock-based compensation resulting from stock option exercises and (ii) the gain of $5.4 million ($0.01 per share) associated with a bargain purchase acquisition that closed in the second quarter of 2023, partially offset by (iii) acquisition-related expenses of $34.6 million ($30.2 million after-tax, or $0.05 per share) comprised primarily of external transaction costs associated with the acquisitions that closed in 2023, along with the amortization related to the value associated with acquired backlog resulting from three acquisitions that closed in 2023. GAAP Diluted EPS in 2022 included (i) excess tax benefits of $56.0 million ($0.09 per share) related to stock-based compensation resulting from stock option exercises, partially offset by (ii) acquisition-related expenses of $21.5 million ($18.4 million after-tax, or $0.03 per share) comprised primarily of the amortization related to the value associated with acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. Excluding the effects of these items, 2023 Adjusted Diluted EPS was $3.01, representing a slight increase compared to $3.00 in 2022. The non-GAAP financial measures defined below should be read in conjunction with the Company’s financial statements presented in accordance with GAAP. See Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s 2023 Annual Report for further details. Non-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates. The non-GAAP financial information contained herein is included for supplemental purposes only and should not be considered in isolation or as a substitute for or superior to the related GAAP financial measures. In addition, these non-GAAP financial measures are not necessarily the same or comparable to similar measures presented by other companies as such measures may be calculated differently or may exclude different items. (2) Explanation of Non-GAAP Financial Measures. In addition to assessing the Company’s financial condition, results of operations, liquidity and cash flows in accordance with GAAP, management and the Committee utilize certain non-GAAP financial measures defined below when assessing employee compensation measures. Management and the Committee believe that these non-GAAP financial measures may be helpful to investors in assessing the Company’s overall financial performance, trends and year-over-year comparative results, in addition to the reasons noted below. Non-GAAP financial measures related to operating income, operating margin, net income from continuing operations attributable to Amphenol Corporation, effective tax rate and diluted EPS from continuing operations exclude income and expenses that are not directly related to the Company’s operating performance during the years presented. Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, and certain discrete tax items including but not limited to (i) the excess tax benefits related to stock-based compensation and (ii) the impact of significant changes in tax law. Adjusted Diluted EPS is defined as diluted earnings per share from continuing operations (as reported in accordance with GAAP), excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented. Adjusted Diluted EPS is calculated as Adjusted Net Income from continuing operations attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Consolidated Statements of Income. • Adjusted Net Income from continuing operations attributable to Amphenol Corporation is defined as Net income from continuing operations attributable to Amphenol Corporation, as reported in the Consolidated Statements of Income, each excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented. • Adjusted Operating Income is defined as Operating income, as reported in the Consolidated Statements of Income, excluding income and expenses that are not directly related to the Company’s operating performance during the years presented. • Adjusted Operating Margin is defined as Adjusted Operating Income (as defined above) expressed as a percentage of Net sales (as reported in the Consolidated Statements of Income). • Constant Currency Net Sales Growth is defined as the year-over-year percentage change in net sales growth, excluding the impact of changes in foreign currency exchange rates. The Company’s results are subject to volatility related to foreign currency translation fluctuations. As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends. • Free Cash Flow is defined as (i) Net cash provided by operating activities from continuing operations (“Operating Cash Flow”—as reported in accordance with GAAP) less (ii) capital expenditures (as reported in accordance with GAAP), net of proceeds from disposals of property, plant and equipment (as reported in accordance with GAAP), all of which are derived from the Consolidated Statements of Cash Flow. Free Cash Flow is an important liquidity measure for the Company, as we believe it is useful for management and investors to assess our ability to generate cash, as well as to assess how much cash can be used to reinvest in the growth of the Company or to return to stockholders through either stock repurchases or dividends. Pay Mix — Compensation programs for the named executive officers emphasize at-risk, performance-based elements geared to encourage management to generate long-term shareholder value, namely stock options and annual incentive plan compensation linked to goals that encourage growth in revenue, operating income and/or Adjusted Diluted EPS. Fixed compensation elements, such as base salary, retirement benefits and other compensation are designed to be market competitive for purposes of retention, and to a lesser extent, recruitment.

  27. Compensation of Named Executive Officers

    | | Responsibility Unit Achievement* | | | Incentive Plan Multiplier | | | Constant Currency Net Sales Growth | Adjusted Diluted EPS Growth | Adjusted Operating Income Growth | | | Guidelines | | | | | | Threshold | 0% | 0% | 0% | 0% | | Target | 7% | 11% | 11% | 100% | | Maximum | 17.5% | 27.5% | 27.5% | 200% | | Actual 2023 performance | | | | | | Global Headquarters Roles – Messrs. Norwitt, Lampo and D’Amico | 0% | 0% | n/a | 0% | | Harsh Environment Solutions Division – Mr. Walter | 14% | n/a | 18% | 185% | | Communication Solutions Division – Mr. Doherty | 0% | n/a | 0% | 0% |

  28. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the total compensation provided by the Company to the named executive officers for 2023, 2022 and 2021, except in the case of Mr. D’Amico who was not a named executive officer in 2022 or 2021.

  29. SUMMARY COMPENSATION TABLE

    | 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 & 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 |

  30. SUMMARY COMPENSATION TABLE

    (1) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 1—Summary of Significant Accounting Policies; Stock-Based Compensation and Note 7—Equity; Stock-Based Compensation; Stock Options to the Company’s 2023 Annual Report, except that rules of the SEC require that the amounts shown in this table and its footnotes exclude the impact of assumed forfeitures, if any, related to service based vesting conditions. The amounts in this column do not correspond to the actual value that may be recognized by the named executive officers when any such option awards are actually exercised. (2) The non-equity incentive plan compensation for each year was paid in January of the following year. In 2006, the Company amended its Pension Plan by freezing accruals effective December 31, 2006 for certain personnel below the age of 50 and/or with certain years of service with the Company. Simultaneously, the Company implemented employer contributions to the Amphenol 401(k) Plan and to a related non-qualified supplemental defined contribution plan, or DC SERP, for those same individuals and for certain new hires. Beginning in 2007, Messrs. Norwitt, Lampo and Walter no longer accrue any additional benefits under the Pension Plan. In 2023, there was an increase in pension values for Messrs. Norwitt, Lampo and Walter of $8,800, $2,600 and $24,200, respectively, because of changes in actuarial assumptions in 2023 as compared to 2022; in 2022, there was a decrease in pension values for Messrs. Norwitt, Lampo and Walter of $59,300, $18,000 and $185,900, respectively, because of changes in actuarial assumptions in 2022 as compared to 2021. Notwithstanding that their pension benefits were frozen effective December 31, 2006, the value of the frozen benefits fluctuates as related actuarial assumptions change. The changes in pension value in each case represent the increase and decrease, respectively, in the actuarial present value of their respective benefits under the Pension Plan. For years in which changes in actuarial assumptions result in a decrease in pension value, rather than report a negative number, a change of $0 is reported. Messrs. Doherty and D’Amico do not participate in the Pension Plan. “All Other Compensation” consists of the following:

  31. SUMMARY COMPENSATION TABLE

    | 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 | 2023 | 5,382 | 12,242 | 21,150 | 343,350 | 382,124 | | | 2022 | 5,382 | 17,600 | 18,300 | 309,600 | 350,882 | | | 2021 | 5,382 | 16,535 | 17,400 | 111,240 | 150,557 | | C.A. Lampo | 2023 | 3,616 | 0 | 21,150 | 90,020 | 114,786 | | | 2022 | 3,450 | 0 | 18,300 | 80,700 | 102,450 | | | 2021 | 3,312 | 0 | 17,400 | 30,900 | 51,612 | | L. Walter | 2023 | 22,250 | 0 | 21,150 | 100,166 | 143,566 | | | 2022 | 11,088 | 0 | 18,300 | 53,342 | 82,730 | | | 2021 | 9,995 | 0 | 17,083 | 21,961 | 49,039 | | W.J. Doherty | 2023 | 6,760 | 0 | 21,150 | 92,750 | 120,660 | | | 2022 | 6,450 | 0 | 18,300 | 63,600 | 88,350 | | | 2021 | 5,418 | 0 | 17,400 | 56,940 | 79,758 | | L.E. D’Amico | 2023 | 3,064 | 0 | 21,150 | 66,451 | 90,665 |

  32. GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2023

    GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2023

  33. GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2023

    | 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 | 2/1/23 | 0 | 2,182,500 | 4,365,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 5/19/23 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 425,973 | 75.80 | 9,098,783 | | C.A. Lampo | 2/1/23 | 0 | 544,000 | 1,088,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 5/19/23 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 136,626 | 75.80 | 2,918,331 | | L. Walter | 2/1/23 | n/a | 566,250 | 1,132,500 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 5/19/23 | 0 | n/a | n/a | n/a | n/a | n/a | n/a | 163,109 | 75.80 | 3,484,008 | | W.J. Doherty | 2/1/23 | n/a | 510,000 | 1,020,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 5/19/23 | 0 | n/a | n/a | n/a | n/a | n/a | n/a | 163,109 | 75.80 | 3,484,008 | | L.E. D’Amico | 2/1/23 5/19/23 | n/a 0 | 406,000 n/a | 812,000 n/a | n/a n/a | n/a n/a | n/a n/a | n/a n/a | n/a 85,180 | n/a 75.80 | n/a 1,819,445 |

  34. GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2023

    (1) Reflects the possible payouts under the Company’s 2023 Management Incentive Plan. The 2023 Management Incentive Plan is a single-year plan with a single-year performance measure that became final and effective when approved by the Company’s Board of Directors in February 2023 and terminated December 31, 2023. This plan is described in more detail in Performance-Based Incentive Plans on page 36. The non-equity incentive plan compensation for 2023 for all plan participants including the named executive officers was paid in January 2024. Amounts actually paid to the named executive officers are indicated in the Summary Compensation Table on page 46. Reflects the full grant date fair value of the option awards granted on May 19, 2023, as indicated in the table, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 1—Summary of Significant Accounting Policies; Stock-Based Compensation and Note 7—Equity; Stock-Based Compensation; Stock Options to the Company’s 2023 Annual Report, except that rules of the SEC require that the amounts shown in this table and its footnotes exclude the impact of assumed forfeitures, if any, related to service based vesting conditions. The amounts reflected in this column do not correspond to the actual value that may be recognized by the named executive officers when these options are actually exercised.

  35. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

  36. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | 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 | 1,170,000 | 0 | n/a | 36.45 | May 18, 2027 | n/a | n/a | n/a | n/a | | | 1,000,000 | 0 | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | | | 760,000 | 190,000(3) | n/a | 44.74 | May 22, 2029 | n/a | n/a | n/a | n/a | | | 426,000 | 284,000(4) | n/a | 45.10 | May 20, 2030 | n/a | n/a | n/a | n/a | | | 226,400 | 339,600(5) | n/a | 66.59 | May 19, 2031 | n/a | n/a | n/a | n/a | | | 101,016 | 404,068(6) | n/a | 67.59 | May 18, 2032 | n/a | n/a | n/a | n/a | | | 0 | 425,973(7) | n/a | 75.80 | May 18, 2033 | n/a | n/a | n/a | n/a | | C.A. Lampo | 300,000 | 0 | n/a | 28.99 | May 25, 2026 | n/a | n/a | n/a | n/a | | | 400,000 | 0 | n/a | 36.45 | May 18, 2027 | n/a | n/a | n/a | n/a | | | 340,000 | 0 | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | | | 257,600 | 64,400(3) | n/a | 44.74 | May 22, 2029 | n/a | n/a | n/a | n/a | | | 193,200 | 128,800(4) | n/a | 45.10 | May 20, 2030 | n/a | n/a | n/a | n/a | | | 72,000 | 108,000(5) | n/a | 66.59 | May 19, 2031 | n/a | n/a | n/a | n/a | | | 32,200 | 128,800(6) | n/a | 67.59 | May 18, 2032 | n/a | n/a | n/a | n/a | | | 0 | 136,626(7) | n/a | 75.80 | May 18, 2033 | n/a | n/a | n/a | n/a | | L. Walter | 250,000 | 0 | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | | | 190,400 | 47,600(3) | n/a | 44.74 | May 22, 2029 | n/a | n/a | n/a | n/a | | | 142,800 | 95,200(4) | n/a | 45.10 | May 20, 2030 | n/a | n/a | n/a | n/a | | | 53,200 | 79,800(5) | n/a | 66.59 | May 19, 2031 | n/a | n/a | n/a | n/a | | | 25,386 | 101,546(8) | n/a | 86.50 | Jan 2, 2032 | n/a | n/a | n/a | n/a | | | 0 | 163,109(7) | n/a | 75.80 | May 18, 2033 | n/a | n/a | n/a | n/a | | W.J. Doherty | 150,000 | 0 | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | | | 190,400 | 47,600(3) | n/a | 44.74 | May 22, 2029 | n/a | n/a | n/a | n/a | | | 142,800 | 95,200(4) | n/a | 45.10 | May 20, 2030 | n/a | n/a | n/a | n/a | | | 53,200 | 79,800(5) | n/a | 66.59 | May 19, 2031 | n/a | n/a | n/a | n/a | | | 25,386 | 101,546(8) | n/a | 86.50 | Jan 2, 2032 | n/a | n/a | n/a | n/a | | | 0 | 163,109(7) | n/a | 75.80 | May 18, 2033 | n/a | n/a | n/a | n/a | | L.E. D’Amico | 160,000 | 0 | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | | | 160,000 | 40,000(3) | n/a | 44.74 | May 22, 2029 | n/a | n/a | n/a | n/a | | | 120,000 | 80,000(4) | n/a | 45.10 | May 20, 2030 | n/a | n/a | n/a | n/a | | | 44,800 | 67,200(5) | n/a | 66.59 | May 19, 2031 | n/a | n/a | n/a | n/a | | | 20,000 | 80,000(6) | n/a | 67.59 | May 18, 2032 | n/a | n/a | n/a | n/a | | | 0 | 85,180(7) | n/a | 75.80 | May 18, 2033 | n/a | n/a | n/a | n/a |

  37. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    (1) All options currently outstanding vest at a rate of 20% per year over the first five years of the ten-year option term, subject to certain exceptions. (2) No stock awards are contemplated or provided for under the Company’s stock option plans or any other employee plan administered by the Company. (3) Of this unvested portion of stock options, 100% is scheduled to vest on May 23, 2024. (4) Of this unvested portion of stock options, 50% is scheduled to vest on each of May 21, 2024 and May 21, 2025. (5) Of this unvested portion of stock options, 33% is scheduled to vest on each of May 20, 2024, May 20, 2025 and May 20, 2026. (6) Of this unvested portion of stock options, 25% is scheduled to vest on each of May 19, 2024, May 19, 2025, May 19, 2026 and May 19, 2027. (7) Of this unvested portion of stock options, 20% is scheduled to vest on each of May 19, 2024, May 19, 2025, May 19, 2026, May 19, 2027 and May 19, 2028. Of this unvested portion of stock options, 25% is scheduled to vest on each of January 3, 2024, January 3, 2025, January 3, 2026, and January 3, 2027.

  38. OPTION EXERCISES AND STOCK VESTED FOR THE 2023 FISCAL YEAR

    OPTION EXERCISES AND STOCK VESTED FOR THE 2023 FISCAL YEAR

  39. OPTION EXERCISES AND STOCK VESTED FOR THE 2023 FISCAL YEAR

    | 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 | 1,300,000 | 72,286,500 | n/a | n/a | | C.A. Lampo | 360,000 | 21,091,800 | n/a | n/a | | L. Walter | 292,000 | 14,927,040 | n/a | n/a | | W.J. Doherty | 50,000 | 2,219,500 | n/a | n/a | | L.E. D’Amico | 100,000 | 4,586,250 | n/a | n/a |

  40. Pension Benefits for the 2023 Fiscal Year

    Pension Benefits for the 2023 Fiscal Year

  41. Pension Benefits for the 2023 Fiscal Year

    | 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 | 76,200 | 0 | | | SERP | 3.0 | 25,600 | 0 | | C.A. Lampo | Pension Plan | 1.0 | 30,200 | 0 | | | SERP | n/a | n/a | n/a | | L. Walter(4) | Pension Plan | 8.0 | 362,300 | 0 | | | SERP | 8.0 | 413,600 | 0 | | W.J. Doherty(5) | n/a | n/a | n/a | n/a | | L.E. D’Amico(5) | n/a | n/a | n/a | n/a |

  42. Pension Benefits for the 2023 Fiscal Year

    (1) Credited service was frozen as of December 31, 2006 for Messrs. Norwitt, Lampo and Walter. (2) Computed as of December 31, 2023, the same Pension Plan measurement date used for financial statement reporting purposes with respect to the Company’s audited 2023 financial statements. Calculation of present value reflects FASB ASC Topic 715, “Compensation Retirement Benefits”, disclosure assumptions described in Note 9—Benefit Plans and Other Postretirement Benefits to the Company’s 2023 Annual Report. (3) Although Mr. Norwitt had been employed with the Company or its subsidiaries for approximately eight years when his credited service was frozen, he has only 3.0 years of credited service in the Pension Plan and the SERP. Prior to becoming directly employed by Amphenol Corporation and joining the Pension Plan and the SERP, Mr. Norwitt was employed by Amphenol East Asia Limited, a Hong Kong subsidiary of the Company. (4) Although Mr. Walter had been employed with the Company or its subsidiaries for approximately 23 years when his credited service was frozen, he has only 8.0 years of credited service in the Pension Plan and the SERP. Prior to becoming directly employed by Amphenol Corporation and joining the Pension Plan and the SERP, Mr. Walter was employed by Amphenol Socapex SAS, a French subsidiary of the Company. (5) Messrs. Doherty and D’Amico do not participate in the Pension Plan or the SERP. Pension Plan and 401(k) Plan. Beginning on January 1, 2007, non-grandfathered participants in the Pension Plan, including Messrs. Norwitt, Lampo and Walter, and most U.S.-based employees who were not participants in the Pension Plan as of December 31, 2006, including Mr. Doherty and Mr. D’Amico, have been provided a Company contribution to their Company qualified 401(k) savings plan (the “Amphenol 401(k) Plan”) accounts. In 2023, the Company contribution was equal to 3% of their covered earnings (for which no employee contribution is required) and in addition the Company matched 50% of the employee’s first 8% contribution of their covered earnings. Covered earnings include base salary and incentive plan compensation. The Company also sponsors a non-qualified supplemental defined contribution plan (the “DC SERP”) for selected non-grandfathered participants in the Amphenol 401(k) Plan. Each of our named executive officers participates in the DC SERP. Participants in the DC SERP are credited with an 8% employer contribution on compensation in excess of the limitations imposed by the Internal Revenue Code. Each participating named executive officer is also permitted to defer up to 8% of his estimated compensation in excess of the limitations imposed by the Internal Revenue Code to a DC SERP account. A participant may elect to defer base salary and non-equity incentive plan compensation under the DC SERP and a participant’s election to defer compensation is made prior to the beginning of each year and is binding for the applicable year. The participant concurrently selects the timing of the distribution of their deferred compensation. Distributions may occur upon termination of employment (which could include retirement, death or disability) or upon a specified future date while still employed (an “in-service distribution”), as elected by the participant. For the named executive officers, any distribution payable on account of termination of employment will not occur until after six months following termination of employment pursuant to Section 409A of the Internal Revenue Code. Compensation deferred by participants and any matching contributions made by the Company are credited to a bookkeeping account that represents the Company’s unsecured obligation to repay the participant in the future.

  43. Nonqualified Deferred Compensation for the 2023 Fiscal Year

    Nonqualified Deferred Compensation for the 2023 Fiscal Year

  44. Nonqualified Deferred Compensation for the 2023 Fiscal Year

    | 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 | 361,200 | 343,350 | 1,105,130 | 0 | 6,310,740 | | C.A. Lampo | 94,150 | 90,020 | 192,223 | 0 | 995,119 | | L. Walter | 0 | 100,166 | 52,550 | (53,955) | 312,816 | | W.J. Doherty | 74,200 | 92,750 | 143,642 | 0 | 809,087 | | L.E. D’Amico | 66,185 | 66,451 | 96,839 | 0 | 573,437 |

  45. Nonqualified Deferred Compensation for the 2023 Fiscal Year

    (1) Includes amounts credited in the first ten days of 2024 relating to the 2023 earnings and contributions by the executive. (2) Reflects the Company’s allocation to the DC SERP for the benefit of each named executive officer for the 2023 fiscal year, and are included in the amounts in the table “All Other Compensation” under footnote (4) on page 47 and in the Summary Compensation Table on page 46. This column also includes amounts credited by the Company in the first ten days of 2024 relating to 2023 earnings and contributions of the executive. (3) Reflects the notational earnings of each named executive officer in the DC SERP determined by tracking the increase in value in the bookkeeping account of the hypothetical investment options selected by each named executive officer for the current year and prior year deferred and matching contributions. The notational earnings or losses in this column are not included in the Summary Compensation Table on page 46 because such notational earnings or losses relate to the increase or decrease in value of compensation the individual elected to defer and such increase or decrease is based on market rates that are determined by reference to mutual funds. (4) Mr. Walter had a pre-scheduled distribution on January 17, 2023. (5) Reflects the notational amounts in each named executive officer’s DC SERP as of the last day of the 2023 fiscal year. This column does not include amounts credited in the first ten days of 2024 relating to 2023 earnings and contributions by the executive or the Company. The following table indicates the portion of the Aggregate Balance that was reported as compensation as a DC SERP Company contribution reflected in the “All Other Compensation” column in the Summary Compensation Table in the Company’s prior year proxy statements since the DC SERP was initiated in January 2007 or would have been reported had the executive been a named executive officer in those years. Any prior distributions have not been subtracted from the amounts below.

  46. Nonqualified Deferred Compensation for the 2023 Fiscal Year

    | Name | Amounts That Were Reported As Compensation in Prior Year Proxy Statements ($) | | R.A. Norwitt | 1,564,938 | | C.A. Lampo | 280,335 | | L. Walter | 488,764 | | W.J. Doherty | 256,894 | | L.E. D’Amico | 177,738 |

  47. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The amount of compensation that may be payable to each named executive officer upon voluntary termination, early retirement, normal retirement, involuntary not-for-cause termination, for-cause termination, termination following a change of control and in the event of disability or death of the executive is shown on the tables on pages 55-57. The amounts shown assume that such termination was effective as of December 31, 2023, and thus include amounts earned through such time and are estimates of the amounts which could have been paid out to the named executive officers in connection with their termination. The actual amounts to be paid can only be determined in the event of and at the time of such executive’s separation from the Company. Payments Made Upon Termination. Regardless of the manner in which a named executive officer’s employment is terminated, he or she is entitled to receive amounts earned during his or her term of employment. Such amounts might include: • unused vacation pay; • amounts accrued and vested through the Company’s retirement plans; • statutory entitlements; and • non-equity incentive compensation relating to the fiscal year. Payments Made Upon Retirement. The plan administrator (currently the Compensation Committee) has the discretion to decide if options will continue to vest following normal retirement at age 65 with at least five years of employment with the Company or upon early retirement at or after age 55 with more than 10 years of employment with the Company. Mr. Walter is currently eligible for normal retirement. Mr. Doherty is currently eligible for early retirement. Payments Made Upon Involuntary Not for Cause Termination or Involuntary for Good Reason Termination. In the event of involuntary not for cause termination or involuntary for good reason termination of any employee, including a named executive officer, in addition to the benefits which might be made as reflected under the heading Payments Made Upon Termination above, the Board has the discretion to decide if options that are not vested at the time of such termination shall vest and the terms of such vesting. The disclosure in the tables below for involuntary not for cause termination and involuntary for good reason termination assumes that the Board has exercised its discretion to continue vesting of all such options. Payments Made Upon a Change in Control. Pursuant to the 2009 Option Plan, immediately prior to a change in control (as defined in the plan), all outstanding options held by any employee, including a named executive officer, immediately vest and become exercisable at the discretion of the Board. Pursuant to the 2017 Option Plan, the plan administrator (currently the Compensation Committee) has discretion to accelerate options upon a change in control (as defined in the plan). The disclosure in the tables below relating to change in control assumes that the Board has exercised its discretion to cause all shares to vest. Payments Made Upon Death or Disability. In the event of the death or disability of any employee, including a named executive officer, in addition to the benefits which might be made as reflected under the heading Payments Made Upon Termination above, he or she may receive benefits and/or payments under the group term life insurance plan and/or the Company funded disability plan, as appropriate. In the event of death or disability as defined in the Company’s Option Plans, assuming the minimum service requirements have been satisfied, all outstanding options held by such individual will immediately vest. The disclosure in the tables below reflects that the minimum service requirements for all named executive officers have been satisfied. Health Care Benefits. The Company does not currently offer any of the named executive officers any enhanced health care benefits on termination for any reason.

  48. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 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) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Pay for covenant not to compete(2) | 1,455,000 | 1,455,000 | 1,455,000 | 1,455,000 | 1,455,000 | 1,455,000 | 1,455,000 | 0 | | Company funded disability(3) | 0 | 0 | 0 | 0 | 0 | 0 | 727,500 | 0 | | Vesting of stock options(4) | 0 | 0 | 0 | 59,411,459 | 0 | 59,411,459 | 59,411,459 | 59,411,459 |

  49. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Mr. Norwitt did not earn an incentive plan payment under the 2023 Management Incentive Plan. Assuming a termination event as of December 31, 2023, any incentive plan payment would only have been paid upon approval by the Compensation Committee. (2) Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. Norwitt’s base salary at December 31, 2023 was $1,455,000. Payments are made in the form of salary continuation. (3) The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $727,500 is based on Mr. Norwitt’s base salary at December 31, 2023 and assumes the maximum possible amount is paid, i.e. 100% of base salary for a six-month period. (4) Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 2023 based on the closing price of the Company’s Common Stock on the New York Stock Exchange (“NYSE”) of $99.13 on December 31, 2023.

  50. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 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) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Pay for covenant not to compete(2) | 680,000 | 680,000 | 680,000 | 680,000 | 680,000 | 680,000 | 680,000 | 0 | | Company funded disability(3) | 0 | 0 | 0 | 0 | 0 | 0 | 340,000 | 0 | | Vesting of stock options(4) | 0 | 0 | 0 | 21,225,937 | 0 | 21,225,937 | 21,225,937 | 21,225,937 |

  51. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Mr. Lampo did not earn an incentive plan payment under the 2023 Management Incentive Plan. Assuming a termination event as of December 31, 2023, any incentive plan payment would only have been paid upon approval by the Compensation Committee. (2) Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. Lampo’s base salary at December 31, 2023 was $680,000. Payments are made in the form of salary continuation. (3) The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $340,000 is based on Mr. Lampo’s base salary at December 31, 2023 and assumes the maximum possible amount is paid, i.e., 100% of base salary for a six-month period. Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 2023 based on the closing price of the Company’s Common Stock on the NYSE of $99.13 on December 31, 2023.

  52. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 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 | 755,000 | 0 | 0 | 0 | 0 | | Relocation expense(2) | 0 | 0 | 0 | 260,000 | 0 | 0 | 0 | 0 | | Incentive plan compensation(3) | 1,047,563 | 1,047,563 | 1,047,563 | 1,047,563 | 0 | 1,047,563 | 1,047,563 | 1,047,563 | | Pay for covenant not to compete(4) | 755,000 | 755,000 | 755,000 | 755,000 | 755,000 | 755,000 | 755,000 | 0 | | Company funded disability(5) | 0 | 0 | 0 | 0 | 0 | 0 | 377,500 | 0 | | Vesting of stock options(6) | 0 | 0 | 15,417,171 | 15,417,171 | 0 | 15,417,171 | 15,417,171 | 15,417,171 |

  53. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Pursuant to his March 22, 1999 employment letter agreement with the Company, upon an involuntary not for cause termination, Mr. Walter would be entitled to a lump sum severance payment equal to base compensation paid in the last twelve months. (2) Pursuant to his March 22, 1999 employment letter agreement with the Company, upon an involuntary not for cause termination, the Company would be obligated to relocate Mr. Walter to France if he so chooses. The relocation expenses are estimated to be $260,000. (3) This is the amount actually paid to Mr. Walter in January 2024 pursuant to the 2023 Management Incentive Plan. Assuming a termination event as of December 31, 2023, this amount would have only been paid upon approval by the Compensation Committee. (4) Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. Walter’s base salary at December 31, 2023 was $755,000. Payments are made in the form of salary continuation. (5) The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $377,500 is based on Mr. Walter’s base salary at December 31, 2023 and assumes the maximum possible amount is paid, i.e., 100% of base salary for a six-month period. (6) Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 2023 based on the closing price of the Company’s Common Stock on the NYSE of $99.13 on December 31, 2023.

  54. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 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) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Pay for covenant not to compete(2) | 680,000 | 680,000 | 680,000 | 680,000 | 680,000 | 680,000 | 680,000 | 0 | | Company funded disability(3) | 0 | 0 | 0 | 0 | 0 | 0 | 340,000 | 0 | | Vesting of stock options(4) | 0 | 15,417,171 | 0 | 15,417,171 | 0 | 15,417,171 | 15,417,171 | 15,417,171 |

  55. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Mr. Doherty did not earn an incentive plan payment under the 2023 Management Incentive Plan. Assuming a termination event as of December 31, 2023, any incentive plan payment would only have been paid upon approval by the Compensation Committee. (2) Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. Doherty’s base salary at December 31, 2023 was $680,000. Payments are made in the form of salary continuation. The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $340,000 is based on Mr. Doherty’s base salary at December 31, 2023 and assumes the maximum possible amount is paid, i.e., 100% of base salary for a six-month period. Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 2023 based on the closing price of the Company’s Common Stock on the NYSE of $99.13 on December 31, 2023.

  56. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Lance E. D’Amico 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) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Pay for covenant not to compete(2) | 580,000 | 580,000 | 580,000 | 580,000 | 580,000 | 580,000 | 580,000 | 0 | | Company funded disability(3) | 0 | 0 | 0 | 0 | 0 | 0 | 290,000 | 0 | | Vesting of stock options(4) | 0 | 0 | 0 | 13,195,137 | 0 | 13,195,137 | 13,195,137 | 13,195,137 |

  57. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Mr. D’Amico did not earn an incentive plan payment under the 2023 Management Incentive Plan. Assuming a termination event as of December 31, 2023, any incentive plan payment would only have been paid upon approval by the Compensation Committee. (2) Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. D’Amico’s base salary at December 31, 2023 was $580,000. Payments are made in the form of salary continuation. (3) The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $290,000 is based on Mr. D’Amico base salary at December 31, 2023 and assumes the maximum possible amount is paid, i.e., 100% of base salary for a six-month period. (4) Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 2023 based on the closing price of the Company’s Common Stock on the NYSE of $99.13 on December 31, 2023.

  58. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020, and contains certain measures of our financial performance for those fiscal years.

  59. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)* | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)* | Value of Initial Fixed $100 Investment (2) Based on: | | Net Income ($ million) | Net Sales ($ million) | GAAP Diluted EPS($) | | | | | | | Company Total Shareholder Return ($) | DJUSEC Total Shareholder Return ($)(3) | | | | | 2023(9) | 10,944,707 | 31,137,666 | 3,986,208(4) | 9,348,353 | 190.72 | 159.56 | 1,928 | 12,555 | 3.11 | | 2022 | 13,955,683 | (15,652,877) | 4,074,316(5) | (5,362,582) | 145.06 | 124.87 | 1,902 | 12,623 | 3.06 | | 2021 | 13,092,697 | 51,014,697 | 3,261,582(6) | 14,733,296 | 164.78 | 151.36 | 1,590(8) | 10,876 | 2.51 | | 2020 | 8,037,847 | 25,107,137 | 3,029,181(7) | 7,920,727 | 122.12 | 120.75 | 1,203 | 8,599 | 1.96 |

  60. Pay Versus Performance Disclosure

    * “Compensation Actually Paid” or CAP to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as set forth in the tables below, and determined in accordance with SEC rules. For a discussion of how our Compensation Committee assesses performance and our NEOs’ pay each year, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the applicable years. “Net Income” represents net income attributable to Amphenol Corporation. “GAAP Diluted EPS” represents net income from continuing operations attributable to Amphenol Corporation per common share. (1) In 2023, 2022, 2021 and 2020 our PEO, or principal executive officer, was our President and CEO, R. Adam Norwitt. (2) Assumes a $100 fixed investment as of year-end 2019 and continuing through year-end 2020, 2021, 2022 or 2023, respectively, and that all dividends, if any, were reinvested. (3) Our selected peer group is the Dow Jones U.S. Electrical Components & Equipment Index (DJUSEC). (4) In 2023, our Non-PEO named executive officers were Craig A. Lampo, Luc Walter, William J. Doherty and Lance E. D’Amico. (5) In 2022, our Non-PEO named executive officers were Craig A. Lampo, Luc Walter, William J. Doherty and Jean-Luc Gavelle. In 2021, our Non-PEO named executive officers were Craig A. Lampo, Luc Walter, William J. Doherty and Jean-Luc Gavelle. In 2020, our Non-PEO named executive officers were Craig A. Lampo, William J. Doherty, Martin W. Booker and Yaobin (Richard) Gu. (8) Includes $21.4 million of net income associated with discontinued operations. (9) Footnote of Adjustments—2023

  61. Pay Versus Performance Disclosure

    | Adjustments | 2023 | | | | PEO | Average non-PEO NEOs | | Deductions for amounts reported under the “Option Awards” column in the Summary Compensation Table for 2023 | (9,098,783) | (2,926,448) | | Increase based on fair value of awards granted during 2023 that remain unvested as of 12/31/2023, determined as of 12/31/2023 | 6,811,308 | 2,190,726 | | Increase based on fair value of awards granted during 2023 that vested during 2023, determined as of the vesting date | 0 | 0 | | Increase/deduction for awards granted during prior years that were outstanding and unvested as of 12/31/2023, determined based on the change in fair value from 12/31/2022 to 12/31/2023 | 22,857,614 | 6,195,362 | | Increase/deduction for awards granted during prior years that vested during 2023 determined based on the change in fair value from 12/31/2022 to the vesting date | (368,380) | (90,795) | | Deduction of fair value of awards granted during prior years that were forfeited during 2023 | 0 | 0 | | Increase based on dividends or other earnings paid during 2023 prior to the vesting date | 0 | 0 | | Increase based on incremental fair value of options/SARS modified during 2023 | 0 | 0 | | Deduction for change in the actuarial present values reported under the “Change in Pension Value and nonqualified Deferred Compensation Earnings” column of the summary compensation table for 2023(a) | (8,800) | (6,700) | | Increase for service cost and, if applicable, prior service cost for pension plans(b) | 0 | 0 | | Total Adjustments: | 20,192,959 | 5,362,145 |

  62. Pay Versus Performance Disclosure

    (a) In 2006, the Company amended its Pension Plan by freezing accruals effective December 31, 2006 for certain employees, including three of our 2023 NEOs that participated in the Pension Plan, Messrs. Norwitt, Lampo and Walter. Messrs. Doherty and D’Amico do not participate in the Pension Plan. In 2023, there was an increase in pension values for Messrs. Norwitt, Lampo and Walter because of changes in actuarial assumptions in 2023 as compared to 2022. Notwithstanding that their pension benefits were frozen in 2006, the value of the frozen benefits fluctuates as related actuarial assumptions change. (b) Because the Pension Plan has been frozen for each of our participating NEOs since 2006, the reportable service cost for 2023 is $0.

  63. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:

  64. Pay Versus Performance Tabular List

    | For our CEO and CFO | For our Division Presidents | | Net Sales Growth for the Company | Net Sales Growth for the relevant Division | | Adjusted Diluted EPS Growth | Adjusted Operating Income Growth for the relevant Division | | | Performance to Budget |

  65. Pay Versus Performance Tabular List

    For additional details regarding our most important financial performance measures, please see Performance-Based Incentive Plans in the Compensation Discussion and Analysis on page 36 and see Explanation of Non-GAAP Financial Measures on page 39 to see items excluded.

  66. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Norwitt, President and CEO (the “CEO”). The Company is a vertically integrated manufacturer with extensive labor-intensive operations in numerous low-cost countries. As of December 31, 2023, we estimate that our employee population consisted of approximately 95,000 individuals globally, with a majority of those employees based in low-cost countries. The Company’s disclosed ratio may be higher relative to other companies which rely more heavily on outsourced production or otherwise source products and components from low-cost countries without operating their own manufacturing facilities. We believe our compensation levels are competitive with prevailing wage rates in the local markets in which we operate. For 2023, our last completed fiscal year: • The annual total compensation of the employee identified at the median compensation level (the “Median Employee”) of the Company, other than the CEO, was $16,944. • The annual total compensation of the employee identified at the median compensation level (the “Median US Employee”) of US based employees of the Company, other than the CEO, was $62,239. • The annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $10,944,707. Based on this information, for 2023, the ratio of the annual total compensation of the CEO to the annual total compensation of the Median Employee was estimated to be 646:1 and the ratio of the annual total compensation of the CEO to annual total compensation of the Median US Employee was estimated to be 176:1. The pay ratios above are reasonable estimates calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodologies described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Moreover, there are a number of factors which make a meaningful comparison of pay ratios difficult, such as industry specific pay differentials, the geographic location of employee populations and a company’s manufacturing strategy (e.g., outsourcing versus insourcing). To identify the Median Employee, as well as to determine the annual total compensation of the Median Employee, the methodology and the material assumptions, adjustments and estimates that we used were as follows. In the fourth quarter of 2023, the Company completed a process of collecting surveys of compensation data from our global sites because the Company does not have a global Human Resources Information System (“HRIS”). The data provided statistical sampling of the average total compensation for direct labor, indirect labor, and salaried employees from 180 of our estimated 240 operating sites representing all regions globally, particularly where our headcount is the greatest. These data were sorted and it was determined that based on our representative survey and with consideration to our global headcount, the Median Employee was a direct labor employee in one of our China plants with a total annual compensation (determined in accordance with the summary compensation table rules) of $16,944 (based on the average US dollar to RMB exchange rate for 2023 of 0.1413 as reported by Bloomberg). We elected to not exclude any of our employees from the calculation based on the 5% “De Minimis Exemption” adjustment as permitted under SEC rules. In addition, with respect to US-based employees, in 2023, the Company analyzed data directly from our HRIS in the United States which currently contains compensation information for all our employees in the United States, excluding our US-based employees who recently joined the Company via acquisition who have not yet been added to our HRIS system. Based on that data, the Median US Employee for 2023 (excluding the CEO) was determined to have annual total compensation of $62,239 (determined in accordance with the summary compensation table rules).