DEF 14A of DOVER Corp
Filed Mar 24, 2026 · FY20250001193125-26-120708
2025 Executive Compensation Highlights
| EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS | | ✓ Pay-for-performance philosophy — a substantial majority of NEO pay is performance-based and tied to Dover’s stock price performance ✓ Significant portion of long-term compensation is performance-based, with long-term incentives vesting over three years with Performance Shares being subject to rigorous three-year performance period achievement criteria ✓ Strong share ownership guidelines for NEOs ✓ Equity awards with anti-hedging and anti-pledging provisions ✓ Investors provided with clear disclosure regarding the individual strategic objectives and financial metrics in our Executive Officer Annual Incentive Plan (“AIP”) ✓ ESG oversight incorporated into our CEO’s individual strategic objectives in the AIP ✓ Robust clawback structure |
Director Nominees
Director Nominees Our Governance and Nominating Committee maintains an active and engaged Board through a robust refreshment process, which focuses on ensuring our Board has a diverse skill set that benefits from both industry- and company-specific knowledge of our longer-tenured directors, as well as fresh perspectives brought by our newer directors.
Director Nominees
| | NAME | OCCUPATION | INDEPENDENT | COMMITTEES MEMBERSHIPS* | OTHER PUBLIC COMPANY BOARDS | | | Deborah L. DeHaas Age: 66 Director Since: 2021 | CEO of the Corporate Leadership Center; Former Vice Chairman of Deloitte and Managing Partner of the Center for Board Effectiveness | ✓ | A, G | 1 | | | H. John Gilbertson, Jr. Age: 69 Director Since: 2018 | Retired Managing Director at Goldman Sachs | ✓ | F, G (Chair) | 0 | | | Kristiane C. Graham Age: 68 Director Since: 1999 | Private Investor | ✓ | C, G | 0 | | | Marc A. Howze Age: 62 Director Since: 2023 | Former Group President and Chief Administrative Officer at Deere & Company | ✓ | A, C | 1 | | | Michael Manley Age: 62 Director Since: 2023 | CEO of AutoNation, Inc. | ✓ | C, F | 1 | | | Danita K. Ostling Age: 65 Director Since: 2023 | Former Partner at Ernst & Young LLP | ✓ | A (Chair), G | 2 | | | Eric A. Spiegel Age: 68 Director Since: 2017 | Former President and CEO of Siemens USA; Special Advisor at Brighton Park Capital | ✓ | A, F (Chair) | 0 | | | Richard J. Tobin Chair of the Board Age: 62 Director Since: 2016 | Chairman, President, and CEO of Dover | No (CEO of Dover) | — | 1 | | | Keith E. Wandell Age: 76 Director Since: 2015 | Former President and CEO of Harley-Davidson, Inc. | ✓ | C (Chair), F | 1 |
Director Nominees
*A = Audit Committee; C = Compensation Committee; G = Governance and Nominating Committee; F = Finance Committee
Board Composition
Board Composition Our Board has the following composition:
Criteria for Director Nominees
Criteria for Director Nominees The Board seeks to recommend qualified director nominees who, in the opinion of the Board, demonstrate the highest personal and professional integrity as well as exceptional ability and judgment, who can serve as a sounding board for our CEO on planning and policy, and who will be most effective, together with the other nominees to the Board, in collectively serving the long-term interests of all our shareholders. Key areas of expertise for director nominees, which are reflected in our current director nominees, include:
Criteria for Director Nominees
| ✓ Strategic M&A | Experience with international acquisitions, post-merger integration, and portfolio restructuring | | ✓ Global Operations & Management | Experience with cross-border transactions, global market entry and expansion, and implementation of operational efficiency | | ✓ Capital Markets Expertise | Experience with capital markets and complex financing transactions | | ✓ Strategy Development & Execution | Experience with diversified manufacturing in many of the markets and product areas relevant to Dover’s businesses | | ✓ Risk Management Expertise | Experience evaluating risk management policies and procedures | | ✓ Audit & Corporate Governance Matters | Experience with assurance and audit, regulation, and financial reporting | | ✓ Human Capital Management | Experience attracting, developing and retaining talent and building strong cultures | | ✓ Sustainability | Experience creating long-term value by embracing opportunities and managing risks deriving from ESG developments | | ✓ Executive Leadership Experience | Leadership experience as current or former CEOs and CFOs of global public companies |
Criteria for Director Nominees
Skills Aligned with Dover’s Strategy. The Governance and Nominating Committee considers our current Board composition and the projected retirement date of current directors, as well as such other factors it may deem to be in the best interests of Dover and its shareholders, including a director nominee’s leadership and operating experience (particularly as a CEO), financial and investment expertise, and strategic planning experience. Given the global reach and broad array of the types of businesses operated by Dover, the Governance and Nominating Committee highly values director nominees with multi-industry and multi-geographic experience. We believe that our current director nominees possess the right mix of skills and backgrounds to enable us to achieve our strategic goals. Diversity of Experiences, Backgrounds and Tenures. In addition to ensuring our director nominees possess the core areas of expertise considered important by the Governance and Nominating Committee, our Board believes that diverse backgrounds, experiences, and perspectives enhance its decision-making and contribute to the success of Dover. In selecting director nominees, the Governance and Nominating Committee selects candidates who would increase the effectiveness of the Board, which includes consideration of each candidate’s experience, knowledge, backgrounds, skill, and tenure as compared to existing members of the Board. Our Board believes that diverse perspectives enhance its decision-making and contribute to the success of Dover. The Board also considers the value of maintaining a balanced mix of tenures, including directors who have deep understanding of our long-term strategy and business cycles through their longer experience on our Board, and those newer directors who have brought fresh perspectives and complementary skills that strengthen oversight of our strategy in an evolving business environment. Independence & Depth of Experience. The Corporate Governance Guidelines require at least two thirds of Dover’s Board to be independent. The Board believes ensuring appropriate independence exists among the directors enables the Board to effectively carry out its oversight responsibilities. Each director nominee is presently considered to be independent other than the CEO. Director Attendance, Participation & External Commitments. The Board evaluates the past attendance and performance of directors, including through its robust evaluation process, as well as the other demands on the time of a director nominee to ensure external commitments will not impair their effective service. To facilitate this review, the Corporate Governance Guidelines require, among other things, that directors advise the Chair of the Board and Chair of the Governance and Nominating Committee in advance of accepting an invitation to serve on the board of another public company and that a member of Dover’s Audit Committee not serve on the audit committees of more than two other public companies unless expressly permitted by Dover’s Board (accompanied by clear disclosure of the rationale in Dover’s next proxy statement). Each director nominee has complied, and is in compliance with, the Guidelines, and each director nominee attended 100% of Board meetings in 2025. Dover’s Board regularly reviews these policies for effectiveness. The Board believes each director nominee has contributed effectively to the work of the Board and its Committees in 2025 and remains presently able to do so.
Director Nomination Process
Director Nomination Process Whenever the Governance and Nominating Committee concludes that a new nominee to our Board is required or advisable, it will consider recommendations from directors, management, shareholders and, if it deems appropriate, consultants retained for that purpose. In such circumstances, it will evaluate individuals recommended by shareholders in the same manner as nominees recommended from other sources. Shareholder Nominations for Director Shareholders who wish to recommend an individual for nomination should send that person’s name and supporting information to the Governance and Nominating Committee, in care of the Corporate Secretary at our principal executive offices, 3005 Highland Parkway, Downers Grove, Illinois, 60515, or through our communications coordinator. Shareholders who wish to directly nominate an individual for election as a director, without going through the Governance and Nominating Committee, must comply with the procedures in our by-laws. Please see “General Information About the Annual Meeting” for nomination deadlines. Proxy Access Shareholder Right Following extensive engagement with our shareholders, our Board determined to adopt proxy access in February 2016, permitting a shareholder or group of up to 20 shareholders holding 3% of our outstanding shares of common stock for at least three years to nominate a number of directors constituting the greater of two directors or 20% of the number of directors on our Board, as set forth in detail in our by-laws.
2026 Director Nominees
2026 Director Nominees There are nine nominees for election to our Board at this Annual Meeting, each to serve until the next annual meeting of shareholders or his or her earlier removal, resignation or retirement. All nominees currently serve on our Board and are being proposed for re-election by our Board. If any nominee for election becomes unavailable or unwilling to serve as a director before the Annual Meeting, an event which we do not anticipate, the persons named as proxies will vote for a substitute nominee or nominees as may be designated by our Board, or the Board may reduce the number of directors. Directors will be elected by a majority of the votes cast in connection with their election.
2026 Director Nominees
| | Deborah L. DeHaas | | | Independent Director Nominee Director since: 2021 Age: 66 Committees: Audit, Governance and Nominating |
2026 Director Nominees
| • | Significant leadership, financial and corporate governance expertise garnered from her nearly 40 years of experience at major audit, assurance and consulting firms |
2026 Director Nominees
| • | Certified public accountant (“CPA”) and has extensive experience with financial, accounting, internal controls, and enterprise risk management |
2026 Director Nominees
| • | Has deep expertise on governance, both as a topic and discipline, developed during her career at Deloitte |
2026 Director Nominees
| • | As a former member of the Value Reporting Foundation Board (formerly the SASB Foundation Board), contributes valuable and well-informed insights on a variety of ESG matters |
2026 Director Nominees
| • | Brings relevant public company board service, serving on the board of CF Industries Holdings, Inc. |
2026 Director Nominees
| • | Brings experience and perspective on matters regarding human capital and culture, including succession planning, executive leadership development, and diversity and inclusion |
2026 Director Nominees
| • | Holds a bachelor’s degree in management science and accounting from Duke University |
2026 Director Nominees
| • | Included in the National Association of Corporate Directors (“NACD”) Directorship 100 from 2015-2020, recognizing influential leaders in corporate governance and is also an NACD Board Leadership Fellow |
2026 Director Nominees
| • | CEO of the Corporate Leadership Center, a non-profit executive leadership development organization |
2026 Director Nominees
| • | Former Vice Chairman and National Managing Partner of the Center for Board Effectiveness at Deloitte |
2026 Director Nominees
| • | Former member of the U.S. Executive Committee |
2026 Director Nominees
| • | Former Vice Chairman and Chief Inclusion Officer |
2026 Director Nominees
| • | Former member of the U.S. Board of Directors |
2026 Director Nominees
| • | Former Vice Chairman and Central Region Managing Partner |
2026 Director Nominees
| • | Former Vice Chairman and Midwest Regional Managing Partner |
2026 Director Nominees
| • | Former Regional Managing Partner, Strategic Clients |
2026 Director Nominees
| • | Former positions of increasing responsibility at Arthur Andersen, an audit, financial advisory, tax and consulting firm, most recently as Managing Partner & Business Advisory Assurance, Central Region |
2026 Director Nominees
| • | Director, Chair of Audit Committee and member of Environmental Sustainability and Community Committee at CF Industries Holdings, Inc. |
2026 Director Nominees
| | H. John Gilbertson, Jr. | | | Independent Director Nominee Director since: 2018 Age: 69 Committees: Finance, Governance and Nominating (Chair) |
2026 Director Nominees
| • | Extensive experience in corporate finance, capital markets, and mergers and acquisitions |
2026 Director Nominees
| • | Considerable expertise and decades of experience in corporate governance and board and committee processes |
2026 Director Nominees
| • | Served as a strategic and financial advisor to his clients, forming deep relationships with companies in a range of industries |
2026 Director Nominees
| • | Has nearly four decades of experience in the professional and financial services industry |
2026 Director Nominees
| • | Deep expertise in financial management, coupled with his analytical and collaborative mindset, allows him to make invaluable contributions to our Board |
2026 Director Nominees
| • | Strong background in senior leadership development, succession planning, and organizational culture development |
2026 Director Nominees
| • | Brings to the Board considerable expertise in financial risk oversight and capital allocation |
2026 Director Nominees
| • | Bachelor’s degree in political economy from Dartmouth College and an MBA from Harvard University |
2026 Director Nominees
| • | Retired Managing Director at Goldman Sachs |
2026 Director Nominees
| • | Served as Partner-in-Charge, Midwest Region Investment Banking Services |
2026 Director Nominees
| • | Served as Managing Director at Travelers Group Inc. |
2026 Director Nominees
| • | Former Associate, Mergers and Acquisitions at Morgan Stanley |
2026 Director Nominees
| • | Former Consultant, Corporate Strategy at Bain & Company |
2026 Director Nominees
| • | Former Assistant Treasurer, Corporate Banking at Chase Manhattan Bank |
2026 Director Nominees
| • | Former News Reporter at The Providence Journal Company |
2026 Director Nominees
| • | Director and Chair of Audit Committee of Meijer, Inc. (“Meijer”) |
2026 Director Nominees
| • | Former Director of AAR Corp. |
2026 Director Nominees
| • | Former Chair of the Investment Committee of Rush University Medical Center |
2026 Director Nominees
| | Kristiane C. Graham | | | Independent Director Nominee Director since: 1999 Age: 68 Committees: Compensation, Governance and Nominating |
2026 Director Nominees
| • | Experience as a private investor with substantial holdings of Dover stock and her shared interests in Dover, including interests through charitable organizations of which she is a director, makes her a good surrogate for our individual and retail investors |
2026 Director Nominees
| • | Experience with a commercial bank, primarily as a loan officer; founded and operated an advisory company and a publication regarding international thoroughbred racing and now co-manages her family’s investments |
2026 Director Nominees
| • | Actively works with and has served on the boards of various organizations to support the objectives of local communities, affordable housing, education, and health |
2026 Director Nominees
| • | Co-manages the Graham Foundation and Graham family investments |
2026 Director Nominees
| • | Serves on the Boards of Directors of Habitat for Humanity International (“HFHI”) and the U.S. Council of HFHI |
2026 Director Nominees
| • | Serves on the Board of Trustees of the Virginia Museum of Fine Arts Foundation |
2026 Director Nominees
| • | Serves on the Board of the University of Virginia Health Foundation and as an Emeritus Trustee of the UVA College Foundation; previously served on the Advisory Board of the University of Virginia School of Nursing as well as the University’s Ridley Scholarship Fund |
2026 Director Nominees
| • | Brings valuable insights on the development of our policies and strategies relating to talent, leadership, and culture |
2026 Director Nominees
| • | Devoted substantial time to monitoring the development of Dover operating company leaders, enabling her to provide the Board valuable insights regarding management succession |
2026 Director Nominees
| • | As a member of one of the founding families of Dover, Ms. Graham also brings to the Board a sense of Dover’s historical values, culture and strategic vision which the Board believes is beneficial as it considers various strategic planning alternatives for shaping Dover’s future |
2026 Director Nominees
| • | Private Investor |
2026 Director Nominees
| | Marc A. Howze | | | Independent Director Nominee Director since: 2023 Age: 62 Committees: Audit, Compensation |
2026 Director Nominees
| • | Brings significant leadership and business experience garnered during more than two decades at Deere & Company (“Deere”), including in his role as Senior Advisor, Office of the Chairman |
2026 Director Nominees
| • | During his career, Mr. Howze spearheaded strategic initiatives focused on improving operations, delivering customer value, developing future leaders, making Deere a highly regarded employer, and promoting Deere’s brand |
2026 Director Nominees
| • | Broad knowledge of global manufacturing, supply chain and aftermarket operations |
2026 Director Nominees
| • | Extensive experience in succession planning and executive compensation |
2026 Director Nominees
| • | Strong governance experience gained during service as the Corporate Secretary and Associate General Counsel |
2026 Director Nominees
| • | Broad leadership, litigation and government contracting experience gained during service in the U.S. Army attaining the rank of major |
2026 Director Nominees
| • | Holds a bachelor’s degree from the University of Michigan-Dearborn, a Juris Doctor from the University of Michigan Law School, and an MBA from the Fuqua School of Business at Duke University |
2026 Director Nominees
| • | Former Senior Advisor, Office of the Chairman at Deere |
2026 Director Nominees
| • | Former Group President, Lifecycle Solutions and Chief Administrative Officer at Deere |
2026 Director Nominees
| • | Former Senior Vice President and Chief Administrative Officer at Deere |
2026 Director Nominees
| • | Former Vice President of Global Human Resources and Employee Communications at Deere |
2026 Director Nominees
| • | Former Global Director Cotton Harvesting Business at Deere |
2026 Director Nominees
| • | Former Manager of Business Development, Ag & Turf division at Deere |
2026 Director Nominees
| • | Former Associate General Counsel and Corporate Secretary at Deere |
2026 Director Nominees
| • | Former Special Assistant United State Attorney, US Army |
2026 Director Nominees
| • | Director, member of Finance Committee and Chair of Human Resources Committee at Nationwide Mutual Insurance Company |
2026 Director Nominees
| • | Director, chair of Nominating and Corporate Governance Committee and member of Compensation and Executive Development Committee at Lincoln Electric Holdings, Inc. |
2026 Director Nominees
| | Michael Manley | | | Independent Director Nominee Director since: 2023 Age: 62 Committees: Compensation, Finance |
2026 Director Nominees
| • | Currently the Chief Executive Officer of AutoNation, Inc., the largest automotive retailer in the United States |
2026 Director Nominees
| • | Successfully managed a wide array of business models over his career |
2026 Director Nominees
| • | Extensive knowledge of manufacturing operations and supply chains, multi-national business management, capital markets, and mergers and acquisitions |
2026 Director Nominees
| • | MBA from Ashridge Management College and a Bachelor of Science in engineering from Southbank University |
2026 Director Nominees
| • | Chief Executive Officer AutoNation, Inc. |
2026 Director Nominees
| • | Former head of Americas and member of the Group Executive Council for Stellantis N.V. |
2026 Director Nominees
| • | Former Chief Executive Officer of Fiat Chrysler Automobiles N.V. (“FCA”), a predecessor to Stellantis N.V. |
2026 Director Nominees
| • | Former Executive Vice President – International Sales & Marketing, Business Development and Global Product Planning Operations |
2026 Director Nominees
| • | Former Chief Executive Officer of Jeep |
2026 Director Nominees
| • | Former Chief Executive Officer of Ram |
2026 Director Nominees
| • | Former Chief Operating Officer for the Asia Pacific region |
2026 Director Nominees
| • | Former FCA Global Executive Council member |
2026 Director Nominees
| • | AutoNation, Inc. |
2026 Director Nominees
| | Danita K. Ostling | | | Independent Director Nominee Director since: 2023 Age: 65 Committees: Audit (Chair), Governance and Nominating |
2026 Director Nominees
| • | Brings extensive expertise in accounting and auditing, with significant experience consulting on complex accounting issues for large global companies and ESG reporting |
2026 Director Nominees
| • | Certified public accountant (“CPA”), bringing subject matter knowledge with respect to accounting and audit standards, risk management and compliance, and evaluation of cybersecurity breaches and potential accounting and financial controls impacts |
2026 Director Nominees
| • | Holds a bachelor’s degree in accounting from the University of Arkansas at Little Rock |
2026 Director Nominees
| • | Former partner and senior leader at Ernst & Young LLP (“EY”), serving in various leadership roles from 1999 until her retirement in 2021; and prior thereto, various positions with EY |
2026 Director Nominees
| • | Former Professional Practice Director, U.S. East Region |
2026 Director Nominees
| • | Former Americas IFRS Technical Leader |
2026 Director Nominees
| • | Former co-Director of Assurance Professional Practice – Accounting |
2026 Director Nominees
| • | Former Deputy Director of Global Assurance Professional Practice – Accounting |
2026 Director Nominees
| • | Former Vice President, Corporate Accounting Policy and Advisory Group at Citigroup, Inc. |
2026 Director Nominees
| • | Director and Chair of Audit Committee of Circle Internet Group, Inc. |
2026 Director Nominees
| • | Director and Audit Committee member of nVent Electric plc |
2026 Director Nominees
| • | Former Director and Chair of Audit Committee of Varsity Brands, Inc. |
2026 Director Nominees
| | Eric A. Spiegel | | | Independent Director Nominee Director since: 2017 Age: 68 Committees: Audit, Finance (Chair) |
2026 Director Nominees
| • | Experienced business leader with diversified, global experience who brings deep and valuable expertise in strategy development, corporate restructuring, portfolio management and M&A to our Board |
2026 Director Nominees
| • | 40+ years of experience working with large, global companies in the energy and industrial markets, mostly recently as President & CEO of Siemens USA |
2026 Director Nominees
| • | At Siemens, he led strategic reviews across a portfolio of ~45 businesses in the company’s largest market with over $22 billion in revenue, 50,000 employees and over 60 manufacturing facilities |
2026 Director Nominees
| • | Participated in the acquisition, divestiture, joint venture and carve-out of over 30 business units and segments |
2026 Director Nominees
| • | Executed Siemens’ “Vision 2020” initiative to optimize growth and margins in the U.S., across all sectors |
2026 Director Nominees
| • | Prior to Siemens, Mr. Spiegel was a global consultant at Booz Allen Hamilton focused on complex organizations in the energy, power, chemical, water, industrial and automotive fields |
2026 Director Nominees
| • | At Booz, he worked with major energy clients globally on projects around corporate strategy, M&A, major capital projects, cost restructuring, margin enhancement and supply chain re-design and was also closely involved with the government sector |
2026 Director Nominees
| • | An expert on the global energy industry, Mr. Spiegel co-authored the book Energy Shift: Game-changing Options for Fueling the Future |
2026 Director Nominees
| • | Brings expertise in risk oversight, including climate-related risks |
2026 Director Nominees
| • | Holds a bachelor’s degree in economics from Harvard University and an MBA from the Tuck School of Business at Dartmouth College |
2026 Director Nominees
| • | Special Advisor at Brighton Park Capital, a private equity firm, where he supports the firm’s sector investment teams and portfolio companies by providing strategic counsel on industry trends and growth strategies |
2026 Director Nominees
| • | Former President and CEO of Siemens USA |
2026 Director Nominees
| • | Former Managing Partner, Global Energy, Chemicals, and Power, and Managing Partner, Washington, D.C. office, and other roles at Booz & Company, Inc. (now known as Strategy&) and Booz Allen Hamilton, Inc., global consulting firms |
2026 Director Nominees
| • | Former Associate, Energy and Industrials Practice, at Temple, Barker & Sloane, Inc. (now known as Oliver Wyman) |
2026 Director Nominees
| • | Former Marketing and Strategy Manager at Brown Boveri & Cie (now known as ABB), a Swiss group of electrical engineering companies |
2026 Director Nominees
| • | In connection with his position at Brighton Park Capital, Mr. Spiegel serves as Chair of Relatient, Inc. |
2026 Director Nominees
| • | Director and Risk Committee Chair of Liberty Mutual Holding Company, Inc. |
2026 Director Nominees
| • | Director of TeamBuilder LLC |
2026 Director Nominees
| | Richard J. Tobin | | | Board Chair; President and Chief Executive Officer Director since: 2016 Age: 62 Committees: None |
2026 Director Nominees
| • | Mr. Tobin is Dover’s current Chairman, President, and CEO |
2026 Director Nominees
| • | Has a broad range of industry and functional experiences acquired through regional and global leadership positions |
2026 Director Nominees
| • | Former CEO of CNH Industrial, a complex international industrial company, where he led efforts to increase efficiencies, innovate through new technologies, expand geographically, and maximize the company’s portfolio of businesses |
2026 Director Nominees
| • | Gained extensive experience in international finance, operations, management, and information technology in his prior roles |
2026 Director Nominees
| • | Developed deep expertise with global capital markets through his international finance leadership roles |
2026 Director Nominees
| • | Prior to beginning his business career, Mr. Tobin was an officer in the United States Army |
2026 Director Nominees
| • | Member of the Board of Trustees of the John G. Shedd Aquarium in Chicago |
2026 Director Nominees
| • | Formerly served on the U.S. Chamber of Commerce Board of Directors, and is a former member of the Business Roundtable |
2026 Director Nominees
| • | Holds a bachelor of arts from Norwich University and an MBA from Drexel University |
2026 Director Nominees
| • | Chairman, President, and CEO of Dover |
2026 Director Nominees
| • | Former CEO of CNH Industrial NV (“CNH Industrial”) |
2026 Director Nominees
| • | Former Group Chief Operating Officer of Fiat Industrial S.p.A |
2026 Director Nominees
| • | Former President and CEO of CNH Global NV |
2026 Director Nominees
| • | Former CFO of CNH Global NV |
2026 Director Nominees
| • | Former Chief Finance Officer & Head of Information Technology of SGS Group |
2026 Director Nominees
| • | Former Chief Operating Officer for North America of SGS Group |
2026 Director Nominees
| • | Director of KeyCorp |
2026 Director Nominees
| • | Former director of CNH Industrial |
2026 Director Nominees
| | Keith E. Wandell | | | Independent Director Nominee Director since: 2015 Age: 76 Committees: Compensation (Chair), Finance |
2026 Director Nominees
| • | Mr. Wandell brings to the Board the valuable perspective of a strategic, experienced leader with a strong record focused on growth, profitability, international expansion and innovation |
2026 Director Nominees
| • | Has over 30 years of experience in diversified manufacturing businesses, most recently as the former Chairman and CEO of Harley-Davidson, Inc. (“Harley-Davidson”) where he led transformation efforts across the company’s product development, manufacturing and retail functions, focused on international expansion and implemented a restructuring plan |
2026 Director Nominees
| • | Prior to joining Harley-Davidson, Mr. Wandell served as President and Chief Operating Officer of Johnson Controls, Inc. (“Johnson Controls”) and helped manage the company’s entry into the Chinese car-battery market as well as its subsequent joint venture with China’s largest battery manufacturer |
2026 Director Nominees
| • | Gained valuable insights into the effective development of executive leadership capabilities and strong corporate cultures through his experience as a senior leader at various companies |
2026 Director Nominees
| • | Served on the boards of four other public companies, including the two on which he currently serves |
2026 Director Nominees
| • | Holds a bachelor’s degree in business administration from Ohio University and an MBA from the University of Dayton |
2026 Director Nominees
| • | Former President and CEO of Harley-Davidson |
2026 Director Nominees
| • | Former President and Chief Operating Officer of Johnson Controls |
2026 Director Nominees
| • | Former Executive Vice President of Johnson Controls |
2026 Director Nominees
| • | Former Corporate Vice President of Johnson Controls |
2026 Director Nominees
| • | Former President of the Automotive Experience business of Johnson Controls |
2026 Director Nominees
| • | Former President of the Power Solutions business of Johnson Controls |
2026 Director Nominees
| • | Director of Dana Incorporated |
2026 Director Nominees
| • | Former Director of Constellation Brands, Inc. and Clarcor, Inc. |
2026 Director Nominees
| • | Former Chairman of Harley-Davidson |
Board Oversight
| KEY AREAS OF BOARD OVERSIGHT | | | Long-Term Business Strategy | • One of the primary responsibilities of our Board is the oversight of management’s long-term strategy and planning. Accordingly, our Board maintains a deep level of engagement with management in setting and overseeing Dover’s long-term business strategy. | | Capital Allocation | • Our Board is focused on the efficient allocation of capital to drive growth and provide returns to our shareholders. Our capital allocation priorities are organic investments, strategic acquisitions, and the return of capital to our shareholders. • We made approximately $220.3 million in capital expenditures in 2025, representing 2.7% of revenue, in line with our priority of organic reinvestment to support growth initiatives, productivity and new product launches. • We employ a prudent financial policy to support our capital allocation strategy, which includes maintaining an investment grade credit rating. • We consistently return cash to shareholders by paying dividends, which have increased annually over each of the last 70 years. • We also undertake opportunistic share repurchases as part of our capital allocation strategy, announcing $541 million in share repurchases in 2025 including a $500 million ASR program announced in November. | | Portfolio Management | • Businesses in our portfolio are continually evaluated for strategic fit. • We seek to deploy capital on acquisitions in attractive growth areas across our five segments. We focus primarily on bolt-on acquisitions, applying strict selection criteria of market attractiveness (including growth, market landscape, and performance-based competition), business fit (including sustained leading position, revenue visibility, and favorable customer value-add versus switching cost or risk) and financial return profile (accretive growth and margins and double-digit return on invested capital). • We have sold or divested some of our businesses based on changes in specific market outlook, structural changes in financial performance, value-creation potential, or for other strategic considerations, which included an effort to reduce our exposure to cyclical markets or focus on our higher margin and higher growth spaces. |
Overview of Committee Responsibilities
| Finance Committee | | | Eric A. Spiegel (Chair) H. John Gilbertson, Jr. Michael Manley Keith E. Wandell | Key Responsibilities • Reviewing and recommending for approval by the Board proposed changes to dividend policies, stock splits, and repurchase programs • Reviewing our capital structure, liquidity, and financing plans • Reviewing and approving the registration and issuance of debt or equity securities • Subject to thresholds determined from time to time by the Board, reviewing and approving, or reviewing and recommending for Board approval, capital expenditures • Subject to thresholds determined from time to time by the Board, reviewing and approving, or reviewing and recommending for Board approval, M&A transactions • Oversight of treasury, insurance, and tax planning matters The Finance Committee’s responsibilities and authority are described in greater detail in its written charter. |
Lead Independent Director
Lead Independent Director The Board believes it is important to have strong and empowered leadership that is independent from management. In connection with the Board’s decision to appoint Mr. Tobin as Chair, the Board amended Dover’s Corporate Governance Guidelines to provide that whenever the Board Chair is not an independent director, the independent directors shall appoint an independent director to serve as Lead Independent Director. As such, the Board has had a Lead Independent Direct since February 2024. Keith E. Wandell has served as our Lead Independent Director since the 2025 Annual Meeting. In appointing Mr. Wandell to this role, the independent directors took into consideration Mr. Wandell’s tenure, knowledge of Dover’s business and strategy, and demonstrated independent voice in the boardroom. The Board concluded that Mr. Wandell, who has served on the Board since 2015 and who also has experience as lead independent director of another Fortune 500 company, is well positioned to provide independent leadership to the Board as it carries out its oversight responsibilities. Dover’s Corporate Governance Guidelines set forth the significant authority and well-defined responsibilities of the Lead Independent Director, which include:
Lead Independent Director
| ✓ | Presiding at all meetings of the Board at which the Board Chair is not present, including executive sessions of the independent directors; | | ✓ | Coordinating the activities of the independent directors, including having the authority to call meetings of the independent directors; | | ✓ | Establishing the agenda for executive sessions of the independent directors; | | ✓ | In consultation with the Board Chair and senior management, establishing the agenda for each Board meeting and ensuring that information provided to the Board is timely and appropriate; | | ✓ | Facilitating communications between Board members, including serving as principal liaison between the independent directors and the Board Chair; | | ✓ | Consulting with the Board Chair on such other matters as are pertinent to the Board and the Company; | | ✓ | If appropriate, and in coordination with executive management, being available for consultation and direct communication with significant stakeholders; and | | ✓ | Performing such other duties as may be specified by the Board. |
Board, Committee and Individual Director Evaluations
Board, Committee and Individual Director Evaluations Our Board and its committees conduct robust annual self-evaluations of their performance. In addition, our Board evaluates one-third of our directors on a rotating individual basis each year with the purpose of assisting each director to be a more effective member of the Board. New directors undergo the evaluation process in each of their first two years on the Board. Our directors believe the rotational nature of our evaluation process enables a more in-depth, comprehensive evaluation for each of our directors.
Directors’ Meetings and Attendance
Directors’ Meetings and Attendance During 2025, the Board met five times. No director attended less than 75% of the board meetings and standing committee meetings on which he or she served in 2025. Board attendance was 100% in 2025. Our independent directors meet at regularly scheduled executive sessions at least quarterly without management representatives or non-independent directors present. The Chair of the Board or the Lead Independent Director, as applicable, presides at these sessions. We expect our directors to attend the Annual Meeting. All directors then in office attended the 2025 Annual Meeting. Our directors also regularly engage with management and outside subject matter experts outside of formal meetings. Examples include developing agendas and reviewing the content of materials in advance of meetings, calls, or in-person meetings with members of management to prepare for meetings, receiving periodic updates from management on significant operational or strategic developments between meetings, and, from time to time, engaging with shareholders.
Management Meetings and Site Visits
Management Meetings and Site Visits We encourage our directors to meet with senior managers throughout the enterprise and attend management’s strategic planning sessions. When considering businesses to visit, priority goes to those businesses identified as strategically important as well as those that were recently acquired. From time to time, the Board makes on-site visits to our businesses to tour the manufacturing facilities and meet face-to-face with company management and employees. These visits serve as an important tool in the Board’s succession planning process for our senior leadership team and enable a deeper understanding of our businesses and our culture.
Director Orientation and Education
Director Orientation and Education All new directors participate in our director orientation program. New directors meet with senior corporate leaders to review and discuss our businesses, operations, strategy, end markets, governance, internal controls, and culture. We believe that our on-boarding approach, coupled with participation in regular Board and committee meetings, as well as additional exposure to our business through participation in management meetings and site visits, whether virtually or in-person, provides new directors a strong foundation in our businesses and accelerates their effectiveness to fully engage in Board deliberations. Our Board also encourages directors to participate annually in continuing director education programs outside of the Boardroom, and we reimburse directors for their expenses associated with this participation.
Director Independence
Director Independence Our Board has determined that each of the current members of the Board, except for Richard J. Tobin, who is our Chair and CEO, has no material relationship with Dover and satisfies all the criteria for being “independent” members of our Board. This includes the criteria established by the New York Stock Exchange (“NYSE”) listing standards, as well as our standards for classification as an independent director which are available on our website at www.dovercorporation.com. Our Board makes an annual determination of the independence of each nominee for director prior to his or her nomination for re-election. No director may be deemed independent unless the Board determines that he or she has no material relationship with Dover, directly or as an officer, shareholder or partner of an organization that has a material relationship with Dover.
Majority Standard for Election of Directors and Mandatory Resignation Policy
Majority Standard for Election of Directors and Mandatory Resignation Policy Under our by-laws and corporate governance guidelines, the voting standard in director elections is a majority of the votes cast. Under this majority of the votes cast standard, a director must receive more votes in favor of his or her election than votes against his or her election. Abstentions and broker non-votes do not count as votes cast with respect to a director’s election. In contested director elections (where there are more nominees than available seats on the board), the plurality standard will apply. Under the plurality standard, the nominees who receive the most “for” votes are elected to the Board until all seats are filled. For an incumbent director to be nominated for re-election, he or she must submit an irrevocable resignation letter. The resignation will be contingent on the nominee not receiving a majority of the votes cast in an uncontested election and on the Board’s acceptance of the resignation. If an incumbent director fails to receive a majority of the votes cast in an uncontested election, the Governance and Nominating Committee will make a recommendation to our Board concerning whether to accept or reject the resignation or whether other action should be taken. Our Board will act on the resignation within 90 days following certification of the election results, taking into account the committee’s recommendation. The Board will publicly announce its decision and, if the resignation is rejected, the rationale for its decision.
Shareholder Engagement and History of Board Responsiveness
| KEY ITEMS OF DISCUSSION AND FEEDBACK | | | Performance & Long-Term Strategy | • We reviewed our portfolio of businesses, performance, strategic priorities, and our focus on continuing to deliver long-term value to shareholders. | | Capital Allocation | • We discussed how our balance sheet strength and history of prudent capital allocation serve as differentiating factors that allow us to remain flexible. | | Human Capital Management | • We discussed our approach to human capital management and the role of the corporate center working with operating company leadership on such matters. | | ESG | • We discussed progress against our science-based targets to reduce our GHG emissions and against our goal of reducing TRIR by 40% by 2025 (from a 2019 baseline year). • We discussed that we continued to provide detailed disclosure on our website with information on our ESG areas of focus, and are preparing for mandatory sustainability disclosure requirements. | | Executive Compensation | • After enhancements to our compensation program in recent years, informed by extensive shareholder feedback, shareholders expressed continued support of our executive compensation program, which is aligned with our strategy and performance. In addition, they expressed support for the adoption, in 2024, of an additional performance metric (Tangible ROIC) for performance shares granted under the LTIP. | | Corporate Governance | • Our shareholders continued to express their broad support for our governance practices and shareholder rights, including our Board’s independence and thoughtful composition, and our active Board refreshment process. |
Directors’ Compensation
| FOR 2025, NON-EMPLOYEE DIRECTOR COMPENSATION WAS AS FOLLOWS: | | Annual retainer of $305,000, payable $175,000 in common stock and $130,000 in cash | | Audit Committee Chair — additional annual cash retainer of $30,000 | | Compensation Committee Chair — additional annual cash retainer of $25,000 | | Governance and Nominating Committee Chair — additional annual cash retainer of $20,000 | | Finance Committee Chair — additional annual cash retainer of $15,000 | | Lead Independent Director — additional annual cash retainer of $50,000 |
Directors’ Compensation
| NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | DEBORAH L. DEHAAS | 130,000 | 175,009 | 305,009 | | H. JOHN GILBERTSON, JR | 143,329 | 175,009 | 318,338 | | KRISTIANE C. GRAHAM | 130,000 | 175,009 | 305,009 | | MARC A. HOWZE | 130,000 | 175,009 | 305,009 | | MICHAEL F. JOHNSTON(3) | 100,000 | 72,852 | 172,852 | | MICHAEL MANLEY | 130,000 | 175,009 | 305,009 | | DANITA K. OSTLING | 160,000 | 175,009 | 335,009 | | ERIC A. SPIEGEL | 145,000 | 175,009 | 320,009 | | KEITH E. WANDELL | 188,321 | 175,009 | 363,330 |
Directors’ Compensation
Our Compensation Committee reviews our non-employee director compensation policy biennially and proposes changes to the Board, as appropriate. In reviewing the non-employee director compensation policy in 2026, our Compensation Committee worked with its independent compensation consultant to assess the competitiveness of our non-employee director compensation policy based on benchmark information from peer companies and relevant compensation surveys. Based on its review, our Compensation Committee proposed and the Board adopted the following changes to our non-employee director compensation policy to be effective in 2026: an increase by $25,000 of the annual retainer for non-employee directors, payable in common stock. The Audit Committee has appointed the independent registered public accounting firm of PwC to audit the annual accounts of Dover and its subsidiaries for 2026. PwC has audited the financial statements for the Company since 1995. Representatives of PwC are not expected to be present at the Annual Meeting. Although shareholder ratification of PwC’s appointment is not required by Dover’s by-laws or otherwise, our Board is submitting the ratification of PwC’s appointment for the year 2026 to Dover’s shareholders. If the shareholders do not ratify the appointment of PwC, the Audit Committee will reconsider whether or not to retain PwC as Dover’s independent registered public accounting firm for the year 2026 but will not be obligated to terminate the appointment. Even if the shareholders ratify the appointment of PwC, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in Dover’s interests.
Executive Summary
2025 Pay Decisions Align with Dover’s Performance Our compensation program structure is designed to align pay outcomes with our shareholders’ experience by emphasizing variable, at-risk pay for our management team, including the NEOs, through our AIP and long-term incentive program. For 2025, our pay decisions and outcomes were consistent with our pay-for-performance philosophy. Our NEOs made significant progress against their pre-defined individual strategic objectives as evaluated by our Compensation Committee under our AIP. As a result of strong operational achievements, the financial objective target applicable to NEO payout was 121.7% of target. Due to our TSR performance relative to the companies in the S&P 500 Industrials index over the three-year performance period of 2023-2025, NEOs received long-term incentive payouts equal to 104.0% of their target PSUs.
Dover’s Alignment with Leading Compensation Governance Practices
| WHAT WE DO | | ✓ The majority of target NEO pay opportunity is performance based (75% for the CEO; 61% for the other NEOs) ✓ A significant portion of target NEO pay opportunity is tied to Dover stock performance (75% for the CEO; 51% for the other NEOs) ✓ Robust engagement with shareholders to seek feedback on executive compensation programs ✓ Compensation program includes ESG objectives ✓ All long-term incentives are paid in stock, not cash ✓ Executives must hold significant amounts of Dover stock: five-times salary for the CEO, three-times for other NEOs ✓ All long-term incentives are earned or vest over three years ✓ Change in control provisions require double trigger ✓ Comprehensive clawback policy ✓ Executives participate in benefit and employee programs on the same basis as other Dover employees ✓ Our Compensation Committee retains its own independent consultant ✓ Annual compensation risk assessment |
Dover’s Alignment with Leading Compensation Governance Practices
| WHAT WE DON’T DO | | ✗ No tax gross ups ✗ No repricing, reloads, or exchanges of stock-settled stock appreciation rights (“SSARs”) ✗ No SSARs granted below fair market value ✗ No hedging or pledging of Dover securities by executives, including margin loans ✗ No dividends are paid on performance shares or restricted stock units (“RSUs”) during the earning or vesting period. Dividend equivalents are accrued on RSUs, but are only paid if the RSUs vest ✗ No special executive retirement arrangements ✗ No NEO cash severance over 2.99x the sum of base salary and target bonus without shareholder approval ✗ No substantial executive perquisites, nor do we own or operate any corporate aircraft |
Guiding Principles for Dover’s Executive Compensation Program
| ✓ | Financial metrics that are clearly linked to the creation of shareholder value: adjusted earnings, three-year relative TSR, and three-year average ROIC. |
Guiding Principles for Dover’s Executive Compensation Program
| ✓ | A focus on our business strategy to ensure our long-term compensation program aligns the interests of our executives with those of our shareholders by placing an emphasis on performance-based stock compensation. |
Guiding Principles for Dover’s Executive Compensation Program
| ✓ | A reference to the median of our peer group for total direct compensation, with consideration for internal pay equity, sustained performance, specific responsibilities, and experience with comparable market talent. |
Guiding Principles for Dover’s Executive Compensation Program
| ✓ | AIP designed to reward annual financial performance and the attainment of well-defined strategic objectives that the Board believes will assure the long-term success of Dover. |
Executive Compensation Program Peer Group
Executive Compensation Program Peer Group Compensation levels for our named executive officers are compared to the compensation paid to comparable executives at the peer companies listed below. The Compensation Committee selected these peer companies based on their similarity to Dover in terms of end markets, complexity, revenues and market capitalization. The compensation peer group remains unchanged from the prior year.
Executive Compensation Program Peer Group
| COMPANY | 2025 REVENUE | 2025 MARKET CAP(1) | INDUSTRY | DOVER-LIKE STRUCTURE | SAME ANALYST COVERAGE(2) | | AMETEK, INC. | $7,401 | $47,263 | Electrical Equipment | ✗ | ✗ | | CARLISLE COMPANIES INC. | $5,020 | $13,334 | Industrial Conglomerate | ✗ | | | CORNING INCORPORATED | $15,629 | $75,070 | Electrical Equipment | | | | EATON CORPORATION | $27,448 | $123,709 | Electrical Equipment | ✗ | ✗ | | EMERSON ELECTRIC CO | $18,187 | $74,629 | Electrical Equipment | ✗ | ✗ | | FLOWSERVE CORPORATION | $4,729 | $8,819 | Machinery | | ✗ | | FORTIVE CORPORATION | $4,159 | $17,535 | Industrial Machinery | ✗ | ✗ | | ILLINOIS TOOL WORKS INC. | $16,044 | $71,452 | Machinery | ✗ | ✗ | | INGERSOLL RAND INC. | $7,651 | $31,301 | Machinery | ✗ | ✗ | | PARKER-HANNIFIN CORPORATION | $20,461 | $110,913 | Machinery | | ✗ | | ROCKWELL AUTOMATION INC. | $8,566 | $43,744 | Electrical | | ✗ | | ROPER TECHNOLOGIES, INC. | $7,903 | $47,913 | Industrial Conglomerate | ✗ | ✗ | | SNAP-ON INCORPORATED | $4,743 | $17,922 | Industrial Machinery | | | | STANLEY BLACK & DECKER, INC. | $15,130 | $11,505 | Industrial Machinery | | ✗ | | TEXTRON INC. | $14,724 | $15,361 | Aerospace & Defense | ✗ | ✗ | | XYLEM, INC. | $9,035 | $33,156 | Industrial Machinery | | ✗ | | 75TH PERCENTILE | $15,733 | $72,246 | | | | | MEDIAN | $8,801 | $38,450 | | | | | 25TH PERCENTILE | $6,806 | $16,992 | | | | | DOVER | $8,093 | $26,778 | | | |
Executive Compensation Program Peer Group
| (1) As of 12/31/2025. |
Executive Compensation Program Peer Group
| (2) “Same analyst coverage” means company is covered by at least five of the analysts that cover Dover. |
Retention and Independence of Compensation Consultant
Retention and Independence of Compensation Consultant Our Compensation Committee has the authority and discretion to retain external compensation consultants as it deems appropriate. Our Compensation Committee has adopted a policy to ensure the continuing independence and accountability to the committee of any advisor hired to assist the committee in the discharge of its duties. The policy formalizes the independent relationship between the Compensation Committee’s advisor and Dover, while permitting management limited ability to access the advisor’s knowledge of Dover for compensation matters. Under the policy, our Compensation Committee annually reviews and pre-approves the services that may be provided to management by the independent advisor without further Compensation Committee approval. Compensation Committee approval is required prior to Dover retaining the independent advisor for any executive compensation services or other consulting services or products above an aggregate annual limit of $50,000. Since September 2020, our Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) to serve as its independent compensation consultant. Meridian does no other work for and has no other relationships with Dover. Meridian is focused on executive compensation and does not have departments, groups, or affiliates that provide services other than those related to executive compensation and benefits. Our Compensation Committee looks to its consultant to periodically review and advise on the adequacy and appropriateness of our overall executive compensation plans, programs, and practices and, from time to time, to answer specific questions raised by our Compensation Committee or management. Compensation decisions are made by, and are the responsibility of, our Compensation Committee and our Board, and may reflect factors and considerations other than the information and recommendations provided by our Compensation Committee’s consultant. To ensure independence of the compensation consultant, the consultant reports directly to the Chair of our Compensation Committee and works specifically for the Compensation Committee solely on compensation and benefits. Meridian did not engage in any projects for management in 2025. Our Compensation Committee has assessed the independence of Meridian and concluded that its work for the Compensation Committee does not raise any conflict of interest.
Variable, Performance-Based Compensation Program Structure Drives Pay-For-Performance Alignment
| Component | Pay Element | 2025 Metrics & Weighting | Objectives | | Base Salary | Cash | ◾ n/a | ◾ Attract and retain qualified executives ◾ Benchmarked to peer group median while also considering additional factors such as experience and performance in role | | Annual Incentive Plan (AIP) | Cash | ◾ 60% Financial Results: ○ Adj. Earnings ◾ 40% Individual Strategic ○ Specific strategic initiatives deemed to be important to achieve in 2025 ○ ESG oversight included in CEO and select NEO individual strategic objectives | ◾ Intended to drive profitability, growth, and progress against strategy ◾ Individual objectives are focused on a limited and measurable set of goals to benefit shareholders over the long-term ◾ Including ESG oversight in objectives establishes clear tone at the top regarding the importance of ESG | | Long-Term Incentive Plan | Performance Shares (40% LTIP weighting) | ◾ Performance Criteria: ○ 50% - 3-Year relative TSR with the S&P 500 Industrials index companies as the comparator group ○ 50% 3-Year average Tangible ROIC | ◾ Focus executives on shareholder value creation ◾ Relative TSR closely aligns our executive-level measurement system with the experience of shareholders | | | SSARs (40% LTIP weighting) | ◾ Performance Criteria: Dover stock price, exercisable three years after grant date and remain exercisable for another seven years (subject to 10-year stock price movement) | ◾ Focus executives on share price appreciation ◾ SSARs are an important component of our program, reflecting input from investors, many of whom acknowledge the role SSARs play in emphasizing growth and go-forward value creation | | | RSUs (20% LTIP weighting) | ◾ Performance Criteria: Dover stock price; awards vest ratably over three years | ◾ Retention, ownership, and full alignment with the shareholder experience | | Benefits | Consistent with other similarly situated employees | | |
Annual Incentive Plan Compensation
Annual Incentive Plan Compensation An annual bonus may be earned each year based on an NEO’s performance against objectives tied to our financial performance and individual strategic goals. Each NEO’s bonus target amount is determined in reference to market benchmarking and according to the scope and complexity of the NEO’s functional responsibilities, overall impact on our results, strategic leadership, and managerial responsibility. We believe that balancing the measurement of performance for the annual bonus between financial and strategic objectives is important in mitigating risk and executing on our long-term strategy for value creation. Each NEO is eligible for a bonus equal to his or her base salary multiplied by his or her target award percentage multiplied by the Overall Payout Factor (which is the sum of the Financial Objective Factor (weighted 60%) and the Strategic Objectives Factor (weighted 40%)). 2025 AIP Financial Objective Factor – Target The Financial Objective Factor in the 2025 AIP was calculated based on Adjusted Earnings. In setting the financial objective, our Compensation Committee considered our annual budget, operational priorities, plans for capital allocation, historical performance, and external factors, among other items. This thorough process is designed to ensure that targets are rigorous and to establish challenging but attainable goals in the context of expectations for the year on the basis of these factors. The target performance level for the financial objective was established at the beginning of the fiscal year and provided for appropriate adjustments for acquisitions and dispositions occurring during the year. For this measure, our Compensation Committee established threshold, target, and maximum levels of performance, as well as a payout percentage curve that relates each level of performance to a payout percentage. Threshold and maximum performance levels are set at 85% and 107%, respectively, of target. There is no payout on the Financial Objective Factor if performance is below the threshold. At threshold, the payout percentage curve begins at 50%. If performance is at the target level, the payout percentage is 100%. For performance at or above the maximum level of achievement, the payout percentage is capped at 200%. 2025 AIP Financial Objective Factor – Results Following the end of 2025, we calculated the Financial Objective Factor as follows:
Annual Incentive Plan Compensation
| | 2025 AIP FINANCIAL OBJECTIVE RESULTS (in millions) | | | | | | | TARGET PERFORMANCE LEVEL | ACTUAL PERFORMANCE LEVEL | PAYOUT% (BEFORE WEIGHTING) | WEIGHTING OF MEASURE | WEIGHTED PAYOUT% | | Adjusted Earnings | $1,301.8 | $1,324.4 | 121.725% | 60% | 73.04% | | Financial Objective Factor | | | | | 73.04% |
Annual Incentive Plan Compensation
2025 AIP Individual Strategic Objectives Factor The Strategic Objectives Factor is based on the achievement of individual strategic objectives designed to create long-term value for our shareholders. The strategic objectives for the CEO were developed by our Compensation Committee at the beginning of the year, approved by our independent directors, and communicated to the CEO in February. The individual strategic objectives were based on specific strategic initiatives that the Board and management agreed were important to achieve in 2025. These objectives were cascaded to the CEO’s direct reports, as appropriate, based on their responsibilities or business portfolio. The Board monitored progress on the CEO’s strategic objectives and, following the end of the year, reviewed the CEO’s performance against these objectives when determining his annual bonus. Following the end of 2025, our Compensation Committee determined for each NEO a Strategic Objectives Factor between 0% and 200%. Our Compensation Committee believes such judgment is an important risk-mitigating element to our compensation program and provides an opportunity to further align executive compensation with long-term value creation. To make this determination, our Compensation Committee considered each executive’s execution against his or her personal strategic objectives for the year and the executive’s overall performance for the year. Strategic Objectives Factor — CEO The table below summarizes the individual strategic objectives, weightings, and results the Compensation Committee considered for our CEO in determining his Strategic Objectives Factor for 2025.
Annual Incentive Plan Compensation
| Strategic Objectives & Accomplishments – Richard J. Tobin (Chairman, President & CEO) | | Three Pillars Progression (16.67%) | | ✓ Continued to progress productivity and margin expansion initiatives to maximize efficiency and achieve strong operational results, including strengthening our core enterprise capabilities, driving digitization and automation, and assessing opportunities focused on our four core enterprise capabilities. | | Capital Markets and Shareholder Engagement (16.67%) | | ✓ Oversaw capital structure plan, including the review of Dover’s debt management and funding plan. ✓ Continued to play a leading role in investor engagement activities, including presenting at multiple industry conferences and meeting with investors on a variety of topics, ranging from company strategy and financial performance to corporate governance. | | Portfolio Management (16.67%) | | ✓ Oversaw ongoing portfolio actions to focus on higher margin and higher growth platforms. ✓ Demonstrated strong leadership in effectively deploying capital to increase the value of our portfolio, including through organic investments and strategic acquisitions. ✓ Completed the integration of several recent acquisitions in high-end growth markets. | | Talent, Succession Planning & Workforce Development (16.67%) | | ✓ Completed annual talent and succession planning review, providing regular updates to the Compensation Committee on executive development and succession planning for key positions. ✓ Led successful CFO transition and transformation of finance and corporate development organizations. | | ESG (16.67%) | | ✓ Completed our second three-year ESG strategic plan, reviewed progress against plan with the Board, and developed new three-year plan ✓ Initiated sustainability reporting actions to align with mandated reporting standards. | | Major Projects (16.67%) | | ✓ Continued to successfully deliver on significant capital expenditures, restructuring activities, and footprint utilization. |
Annual Incentive Plan Compensation
Our Compensation Committee evaluated Mr. Tobin’s achievements against his strategic objectives and assigned him a Strategic Objectives Factor of 100%. Strategic Objectives Factor — Other NEOs The following table summarizes the individual strategic objectives and results the Compensation Committee considered for our other NEOs in determining their respective Strategic Objectives Factors for 2025.
Annual Incentive Plan Compensation
| Chris B. Woenker (Senior Vice President & CFO) Strategic Objectives & Accomplishments | | Capital Structure Management (25%) ✓ Reviewed capital structure based on projected capital and liquidity needs and evaluated options for capital deployment, including this year through organic investment, M&A, and return of capital to shareholders, such as through cash dividends (increased annually for each of the past 70 years). ✓ Initiated a $500 million accelerated share repurchase program. ✓ Refinanced our $500 million 364-day unsecured revolving credit facility with a syndicate of banks. ✓ Led execution of a €550 million bond issuance. Strategic Planning Processes & Control Environment (25%) ✓ Effectively maintained balance sheet flexibility, which enabled Dover to respond to dynamic market conditions and opportunistically deploy capital. ✓ Drove improvements to business unit strategic and operational planning processes, including implementing changes to internal reporting structures and streamlining planning and forecasting processes across the enterprise. Finance Transformation & Financial Shared Services (25%) ✓ Oversaw global deployment of financial consolidation tool to further standardize processes, increase automation and minimize manual efforts, and improve overall business insights. ✓ Championed investment into financial shared services, leading to reduced execution costs and increased service delivery. Global Finance Operating Model (25%) ✓ Led comprehensive review of Dover’s global finance organization and business processes. ✓ Effectively executed against action plan to automate, simplify, and align global finance organization. | | Assigned Strategic Objectives Factor of 100% |
Annual Incentive Plan Compensation
| Ivonne M. Cabrera (Senior Vice President, General Counsel & Secretary) Strategic Objectives & Accomplishments | | Governance (25%) ✓ Advised our Board and management on key legal and governance matters, including on Board leadership and composition, succession planning, and evolving governance best practices. ✓ Continued to effectively lead Dover’s shareholder engagement efforts. M&A/Portfolio Management (25%) ✓ Provided strategic advice on inorganic investment and growth opportunities in furtherance of Dover’s ongoing portfolio management efforts. ✓ Advised on capital structure and allocation decisions, counseling Dover in the establishment of an accelerated share repurchase program and a successful long-term debt issuance. Intellectual Property, Commercial Contracts and Growth (25%) ✓ Successfully managed key legal matters through an evolving regulatory landscape, advancing efforts to protect and enforce Dover’s intellectual property rights, driving commercial excellence initiatives, and positioning Dover to support and capture organic growth. ESG/Sustainability (25%) ✓ Provided leadership in delivering Dover’s sustainability strategy as the Chair of our Sustainability Steering Committee, guiding the development of our new three-year ESG plan following the completion of the previous plan. ✓ Championed enterprise-wide efforts to deliver progress on ESG goals and initiatives. ✓ Continued to review and enhance Dover’s public disclosures and compliance controls and procedures, including leading cross functional teams to prepare for compliance with evolving global sustainability regulations. | | Assigned Strategic Objectives Factor of 100% |
Annual Incentive Plan Compensation
| Girish Juneja (Senior Vice President & Chief Digital Officer) Strategic Objectives & Accomplishments | | Digital Strategy (25%) ✓ Led digital transformation efforts that supported business growth across our enterprise, capturing value through the centralization of digital activities and increased adoption of shared services and common practices. ✓ Continued to expand Dover’s AI capabilities to advance digital offerings and drive enterprise-wide productivity initiatives. ✓ Assessed the digital capabilities of acquisition targets, including their strategic fit with key growth areas across our operating segments. IT Management/Data Security (25%) ✓ Continued to manage enterprise-wide cybersecurity risk and advance our multi-year data security strategy, driving security initiatives in 2025 focused on our factories, cloud-based systems, and products. ✓ Controlled information technology (“IT”) costs in line with the annual operating plan, while deploying IT services across the enterprise in support of major factory expansions and consolidations, ERP upgrades, and engineering and automation projects. Customer Experience & Commercial Excellence (25%) ✓ Led the adoption of Commercial Excellence across our operating segments, delivering cost-to-serve customer efficiencies and driving customer demand for cost-competitive digital products. ✓ Drove working capital benefits by enabling teams with advanced analytical tools. Product Development (25%) ✓ Continued to drive productivity by optimizing manufacturing and supply chain operations and support services across connected products. ✓ Helped drive the digitization of our manufacturing operations by expanding our “connected factory” and “data quality” programs, with marked progress in supplier recovery, safety, standard time accuracy, and overall equipment effectiveness. | | Assigned Strategic Objectives Factor of 100% |
Annual Incentive Plan Compensation
| Jeffrey C. Yehle (Senior Vice President & Chief Human Resources Officer) Strategic Objectives & Accomplishments | | Enterprise Talent Management and Development (25%) ✓ Worked with the Board to review and enhance Dover’s well-designed approach to management succession planning, with a continuous focus on succession depth across our corporate center and operating companies. ✓ Continued to enhance our talent management processes, including through the buildout of internal leadership development programs. Strategic HR Enterprise Initiatives (25%) ✓ Continued to review and enhance our global benefits programs, expanding offered benefits to better support the needs of employees. ✓ Rolled out global career architecture and compensation structure and job levelling framework. ✓ Enhanced our internal and external global employee value proposition, both in our corporate center and operating companies. Workforce Development (25%) ✓ Drove action plans designed to communicate and address feedback from our second employee engagement survey across our enterprise to improve employee experience and support culture. ✓ Developed and launched Dover University, our internal learning platform for employees globally. HR Transformation and Shared Services (25%) ✓ Continued to maximize operational effectiveness of the HR function by leveraging global operating model to further centralize shared services and expand our centers of expertise. ✓ Led the deployment of our HR Information System. | | Assigned Strategic Objectives Factor of 100% |
Annual Incentive Plan Compensation
The Overall Payout Factors resulting from the above Financial Objective Factors and Strategic Objectives Factors resulted in the payouts set forth in the 2025 Summary Compensation Table.
Long-Term Incentive Compensation
Long-Term Incentive Compensation The following table summarizes the components of awards under our LTIP and the related performance criteria for awards granted in 2025. Note that all components are paid in stock rather than cash to encourage shareholder alignment through stock ownership.
Long-Term Incentive Compensation
| Pay Element | 2025 Weighting & Performance Criteria | Objectives | | Performance Shares (40% LTIP weighting) | ◾ Performance Criteria: ◾ 50% 3-Year relative TSR with the S&P 500 Industrials index companies as the comparator group ◾ 50% 3-Year average Tangible ROIC | ◾ Focus executives on shareholder value creation | | Stock Settled Stock Appreciation Rights (40% LTIP weighting) | ◾ Performance Criteria: Dover stock price, exercisable three years after grant date and remain exercisable for seven years (subject to 10-year stock price movement) | ◾ Focus executives on share price appreciation | | Restricted Stock Units (20% LTIP weighting) | ◾ Performance Criteria: Dover stock price; awards vest ratably over three years | ◾ Retention and full alignment with the shareholder experience |
Long-Term Incentive Compensation
Performance Shares – Overview Beginning with grants made in 2024, performance shares will be earned based 50% on our TSR performance relative to the TSR of S&P 500 Industrials index companies and 50% on the average Tangible Return on Invested Capital (“Tangible ROIC”). Both performance metrics are measured over a three-year performance period. The relative TSR metric provides shareholders with a transparent and straightforward measure to gauge our performance against our industry peers, aligning the interests of our executives with those of our shareholders. Tangible ROIC is a measure for evaluating investment returns on capital and operational performance and aligns our performance shares with portfolio actions and long-term business strategy. Performance Shares Subject to Relative TSR Metric – 50% Weighting Our NEOs may earn between 0% and 300% of their target performance shares based on our relative TSR performance, subject to a cap of 100% of target if our TSR is negative over the performance period, as illustrated in the graph below. Performance Shares Subject to Tangible ROIC – 50% Weighting Our NEOs may earn between 0% and 300% of their target performance shares, based in part on Tangible ROIC performance. Tangible ROIC is the quotient of (i) Adjusted Net Earnings and (ii) Total Tangibles. Adjusted Net Earnings refers to the Adjusted Net Earnings for each year ended December 31 during the performance period, excluding the adjusted net earnings related to any business acquisitions or dispositions in the year each such transaction is completed. Total Tangibles refers to the total tangible assets of Dover for each year ended December 31 during the performance period, excluding the total tangible assets related to any business acquisitions or dispositions in the year each such transaction is completed. This is equal to the sum of (i) property, plant and equipment (gross), (ii) accounts receivable, (iii) total inventory (net) and (iv) accounts payable (stated as a negative number). The graph below shows the percentage of target performance shares earned based on the level of achieved Tangible ROIC over the performance period. Performance Shares Vested in 2025 Prior to 2024, performance shares were earned solely based on the relative TSR metric. Accordingly, the payout of performance shares granted in 2023 for the three year performance period ended December 31, 2025 were based solely on Dover’s relative TSR over that period against the S&P 500 Industrials index companies. Consistent with our value creation over the three-year performance period, the performance shares vested in 2025 had a payout percentage of 104.0% of target for our NEOs.
Long-Term Incentive Compensation
| | Target # of Shares(1) | Actual Shares Awarded | | Richard J. Tobin | 24,796 | 25,788 | | Chris Woenker | 783 | 814 | | Brad Cerepak | 5,546 | 5,768 | | Ivonne M. Cabrera | 2,610 | 2,714 | | Girish Juneja | 1,958 | 2,036 |
Long-Term Incentive Compensation
| (1) Mr. Yehle joined Dover in 2024 and accordingly did not have a performance share award for the period 2023-2025. |
Long-Term Incentive Compensation
Stock Settled Stock Appreciation Rights Stock Settled Stock Appreciation Rights (SSARs) give our NEOs the ability to participate in the price appreciation of a set number of shares of Company stock. Once SSARs vest, NEO may exercise them any time prior to the expiration date and the proceeds from the exercise are paid to the NEO in the form of shares of Dover common stock to encourage continued share ownership and shareholder alignment. SSARs vest and become exercisable three years after the grant date and remain exercisable for seven years, which means the awards are subject to ten-year stock price movement thus aligning executive interests with those of our shareholders over the long term. Importantly, in light of our active acquisition program, SSARs’ forward-looking orientation is effective for incentivizing our newly-acquired companies and employees, who must create new value in order to realize gains. Furthermore, SSARs’ ten-year life cycle is essential to managing value creation with a business that has a portfolio of industrial companies whose economic cycles vary. Restricted Stock Units RSU grants attract and retain NEOs by providing them with some of the benefits associated with stock ownership during the vesting period. Executives do not actually own the shares underlying the units, nor do they enjoy the benefits of ownership such as dividends and voting, until the vesting conditions are satisfied. Once an NEO’s RSUs vest, the NEO receives a number of shares of Dover common stock equivalent in number to the vested units and receives a cash amount equal to any dividend equivalents that were accrued during the vesting period, net of withholding taxes.
Executive Non-Change-in Control Severance Plan
Executive Non-Change-in Control Severance Plan All of our current NEOs are eligible to participate in our severance plan. Under the plan, if we terminate an NEO’s employment without cause (as defined in the severance plan), the NEO will generally be entitled to receive twelve months of salary plus target annual cash bonus, outplacement services, and healthcare benefits continuation, and a prorated annual cash bonus and a prorated performance share award for time worked during the year. Pursuant to a policy adopted by the Compensation Committee effective February 9, 2023, cash severance benefits will be limited to no more than 2.99 times the sum of the executive officer’s base salary plus target annual bonus, unless approved by shareholders. In addition, Mr. Tobin is entitled to receive certain severance payments and benefits under his employment agreement in the event his employment is terminated by Dover without cause or by him for good reason. See “Potential Payments Upon Termination or Change in Control.”
Senior Executive Change in Control Severance Plan
Senior Executive Change in Control Severance Plan Our Senior Executive Change in Control Severance Plan (the “CIC Severance Plan”) establishes the severance benefits payable to eligible executives if they are involuntarily terminated following a change in control. All of our current NEOs are eligible to participate in the CIC Severance Plan. An executive eligible to participate in the CIC Severance Plan as of the date of a change in control will be entitled to receive severance payments under the plan if, within 24 months after the change in control, either the executive’s employment is terminated by the Company without “cause” or he or she terminates employment for “good reason” (as such terms are defined in the plan). The severance payments and benefits will consist of: a lump sum payment equal to 2.0 times their annual salary and target bonus, a prorated annual cash bonus at target, full acceleration of all unvested SSARs and RSUs, performance share payout at target for all in-cycle awards, outplacement services, and a lump sum payment equal to the cost of Consolidated Omnibus Budget Reconciliation Act (COBRA) health care benefit continuation of the executive and covered family members for 24 months. See “Potential Payments Upon Termination or Change in Control.” Pursuant to a policy adopted by the Compensation Committee effective February 9, 2023, cash severance benefits will be limited to no more than 2.99 times the sum of the executive officer’s base salary plus target annual bonus, unless approved by shareholder. No executive may receive severance benefits under more than one plan or arrangement. Dover does not provide tax gross-ups in the CIC Severance Plan.
Clawback Policy
Clawback Policy In May 2023, in light of new rules promulgated by NYSE and SEC requirements, the Compensation Committee adopted a new clawback and recoupment policy applicable to our executive officers, effective as of October 2, 2023 (the “Clawback Policy”) that complies with applicable standards. The Clawback Policy provides for the prompt repayment or forfeiture by current or former executive officers of certain erroneously awarded compensation (“Erroneously Awarded Compensation”) received during an applicable three-year lookback period in the event we are required to prepare an accounting restatement of all or a portion of our consolidated financial statements due to material noncompliance with any financial reporting requirement under the securities laws. Erroneously Awarded Compensation for the purposes of the Clawback Policy generally means the amount of incentive-based compensation received during the fiscal period affected by the restatement by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation covered under the Clawback Policy generally includes any incentive-based compensation granted, vested or paid to our executive officers at any time during the performance period for the incentive-based compensation and that was received (i) on or after the effective date of the NYSE listing standard, (ii) after the person became an executive officer, and (iii) at a time that we have a class of securities listed on a national securities exchange, and such incentive-based compensation is in general limited to any compensation granted, earned, or vested based wholly or in part on the attainment of one or more financial reporting measures. The Clawback Policy does not condition clawback on the fault of the executive officer, but we are not required to pursue forfeiture or recovery of amounts in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (i) we have already attempted to recover such amounts but the direct expenses paid to a third party in an effort to enforce the Clawback Policy would exceed the amount to be recovered, (ii) the recovery of amounts would violate applicable home country law, or (iii) the recovery would cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code and applicable regulations. We may effect any such recoupment by requiring the executive officer to pay Dover the relevant amount, by set-off, by reducing future compensation or by such other means or combination of means as the Board determines to be appropriate. We may not indemnify any such executive officer against the loss of such recovered compensation. Apart from the Clawback Policy described above, our PRP includes clawback provisions for termination for cause and the severance plan and CIC Severance Plan provide for clawback of benefits for breaches of the plan.
Summary Compensation Table
Summary Compensation Table The Summary Compensation Table and notes show all remuneration for 2025 provided to our NEOs, consisting of the following officers:
Summary Compensation Table
| • | Our President & CEO; |
Summary Compensation Table
| • | Our Senior Vice President & CFO; |
Summary Compensation Table
| • | Our former Senior Vice President & CFO who served for a portion of the year 2025; and |
Summary Compensation Table
| • | Our three other most highly compensated executive officers as of the end of 2025 |
Summary Compensation Table
The determination of the most highly compensated executive officers is based on total compensation paid or accrued for 2025, excluding changes in the actuarial value of defined benefit plans and earnings on nonqualified deferred compensation balances.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Richard J. Tobin President & Chief Executive Officer | 2025 | 1,387,385 | 2,535,601 | 8,040,726 | 6,562,519 | 0 | 0 | 231,475 | 18,757,706 | | | 2024 | 1,337,000 | 3,461,120 | 8,196,451 | 5,965,757 | 0 | 0 | 270,202 | 19,230,530 | | | 2023 | 1,292,500 | 1,999,920 | 8,086,100 | 5,209,390 | 0 | 0 | 207,191 | 16,795,101 | | Chris B. Woenker Senior Vice President & Chief Financial Officer (7) | 2025 | 516,852 | 421,734 | 714,884 | 583,369 | 0 | 27,651 | 43,969 | 2,308,459 | | Brad M. Cerepak Former Senior Vice President & Chief Financial Officer (8) | 2025 | 109,604 | 0 | 0 | 0 | 0 | 262,382 | 16,195 | 388,181 | | | 2024 | 807,364 | 1,302,720 | 1,659,002 | 1,207,356 | 0 | 0 | 105,427 | 5,081,869 | | | 2023 | 781,108 | 842,357 | 1,808,578 | 1,165,253 | 0 | 471,561 | 27,179 | 5,096,036 | | Ivonne M. Cabrera Senior Vice President & General Counsel | 2025 | 661,860 | 565,881 | 1,429,450 | 1,166,671 | 0 | 284,382 | 61,062 | 4,169,306 | | | 2024 | 642,648 | 777,720 | 780,525 | 568,141 | 0 | 414,398 | 66,310 | 3,249,742 | | | 2023 | 621,700 | 465,105 | 851,134 | 548,379 | 0 | 255,662 | 18,437 | 2,760,417 | | Girish Juneja Senior Vice President & Chief Digital Officer | 2025 | 571,118 | 491,024 | 607,354 | 495,867 | 0 | 0 | 52,155 | 2,217,518 | | | 2024 | 546,956 | 617,792 | 585,550 | 426,144 | 0 | 0 | 52,872 | 2,229,314 | | | 2023 | 529,125 | 369,452 | 638,514 | 411,249 | 0 | 0 | 44,246 | 1,992,586 | | Jeffrey C. Yehle Senior Vice President & Chief Human Resources Officer (9) | 2025 | 535,000 | 453,553 | 464,915 | 379,153 | 0 | 0 | 45,692 | 1,878,313 | | | 2024 | 236,635 | 321,000 | 490,224 | 180,536 | 0 | 0 | 17,388 | 1,245,783 |
Summary Compensation Table
| (1) Bonus amounts generally represent payments under our AIP for the year indicated, for which payments are made in the first quarter of the following year. The AIP constitutes a non-equity incentive plan under FASB ASC Topic 718. Although they are based on the satisfaction of pre-established performance targets, AIP amounts are reported in the bonus column rather than the non-equity incentive plan compensation column to make clear that they are annual bonus payments for the year indicated. |
Summary Compensation Table
| (2) The amounts generally represent (a) the aggregate grant date fair value of performance shares granted during the year indicated, and (b) the aggregate grant date fair value of restricted stock unit awards granted during the year, in each case, calculated in accordance with FASB ASC Topic 718. The amounts set forth in the table do not correspond to the actual value that might be realized by the named executives. For the 2023 performance share grants, the performance metric of the award is relative TSR, a market-based metric and the award was valued using the Monte-Carlo simulation model. For the 2024 and 2025 performance share grants, the performance metric for 50% of the award is relative TSR |
Summary Compensation Table
| valued using the Monte-Carlo simulation model. The performance metric for the other 50% of the award is Tangible Return on Invested Capital and that portion of the award was valued based on the grant date stock price. For a discussion of the valuation of equity awards and related assumptions, see Note 15 to the Notes to the Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Summary Compensation Table
| The grant date fair value for the 2023 performance share awards was $249.48 and the grant date fair value for the 2024 performance share awards was $232.41 or $241.43 in the case of Mr. Yehle’s awards. The grant date fair value for the 2025 performance share awards was $260.36, calculated using 50% of the grant date fair value of the market condition portion of the 2025 performance share awards of $318.38 per share and 50% of the grant date fair value of the performance condition portion of the 2025 performance share awards of $202.33 based on Dover’s closing stock price at the date of grant. The grant date fair value of 2025 RSU awards was $202.33. All RSU grants are eligible for dividend equivalent payments which are paid upon vesting. |
Summary Compensation Table
| (3) The amounts represent the aggregate grant date fair value of SSAR awards granted during the year indicated, calculated in accordance with FASB ASC Topic 718, and do not correspond to the actual value that may be realized by the named executives. The grant date fair value for the 2025 SSAR awards was calculated using a Black-Scholes value of $66.39 per SSAR. |
Summary Compensation Table
| (4) See Note (1) for a discussion of annual bonuses under the AIP as non-equity incentive plan compensation. |
Summary Compensation Table
| (5) Amounts represent changes in present value of accumulated benefits under the pension plan and/or PRP during the year indicated. For Mr. Cerepak, the change in his pension value for the year 2024 was negative ($135,282) and pursuant to SEC rules, the table presents the amount of the change as “0.” |
Summary Compensation Table
| (6) Amounts for 2025 include: (i) 401(k) matching contributions of $12,250 for Messrs. Tobin, Woenker, Juneja, Yehle and Ms. Cabrera, $3,836 for Mr. Cerepak, (ii) dividend equivalents received on RSUs in the amount of $54,941, $1,733, $12,359, $4,359, $1,207, and $5,814 for Messrs. Tobin, Woenker, Cerepak, Juneja and Yehle, and Ms. Cabrera, respectively, and (iii) the nonqualified deferred compensation plan 4.5% non-elective contribution in the amounts of $160,784, $26,486, $32,046, $28,735, and $39,498 for Messrs. Tobin, Woenker, Juneja and Yehle, and Ms. Cabrera, respectively. |
Summary Compensation Table
| (7) Mr. Woenker was promoted as of January 31, 2025 to the position of Senior Vice President & CFO. |
Summary Compensation Table
| (8) Mr. Cerepak retired as of January 31, 2025. |
Summary Compensation Table
| (9) Mr. Yehle joined Dover as of July 8, 2024 and his 2024 compensation reflects his partial year of service. |
CEO Pay Ratio
CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our Chief Executive Officer and our median employee. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Under the rules, we are permitted to use the same median employee in calculating the pay ratio as the median employee we identified in fiscal year 2023 for up to three years if there have been no changes that we reasonably believe would significantly affect this pay ratio disclosure and are permitted to substitute another employee for the median employee in certain circumstances. We believe that there have been no changes to our employee population or compensation arrangements that would result in a significant change to the pay ratio disclosure. However, in fiscal year 2025, the median employee originally identified for fiscal year 2023 is no longer employed by Dover. Therefore, to calculate the pay ratio disclosure for fiscal year 2025, we are using another employee whose compensation was substantially similar to that of the median employee first identified for fiscal year 2023 using the same compensation measure we used to determine the fiscal year 2023 median employee. Our global headcount was 24,204 employees (11,255 U.S. and 12,949 non-U.S.) as of our December 31, 2025 determination date. Eleven countries were excluded (3.5% of the total workforce) under the permissible 5% exclusion, with employee counts as follows: Argentina (20), Colombia (4), Dominican Republic (98), Indonesia (4), Malaysia (143), Mexico (460), Russian Federation (3), Taiwan (20), Thailand (76), and Turkey (14). After country exclusions, our total headcount was 23,362 employees (11,255 U.S. and 12,107 non-U.S.). As is permitted under the rules, to determine our median employee, we chose “base salary” as our consistently applied compensation measure. We estimated annual base salary for hourly workers employed for the entire year using their hourly rate and a reasonable estimate of hours worked for the year. For employees who commenced work during the year, we annualized their annual base salary. We then produced a sample of employees who were paid within a 0.5% range of that median and selected an employee from within that group as our median employee. We determined that employee’s (Summary Compensation Table) total compensation was $55,766 for 2025. We calculated 2025 annual total compensation for both our median employee and Mr. Tobin using the same methodology that we use to determine our named executive officers’ annual total compensation for the Summary Compensation Table. Mr. Tobin’s total compensation was $18,757,706 resulting in an estimated ratio of 336:1 for CEO pay to median worker pay.
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The grant date of the AIP, SSAR, PSU and RSU awards listed in the table below was February 14, 2025 for all NEOs. For a discussion of the awards, see “Compensation Discussion and Analysis – Elements of Executive Compensation.” Mr. Cerepak retired as of January 31, 2025 and, accordingly, did not receive any grants in 2025.
Grants of Plan-Based Awards in 2025
| Name | Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Share of Stock or Units (#) | All Other Stock Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) (1) | Target ($) | Maximum ($) | Threshold (#) (1) | Target (#) | Maximum (#) | | | | | | Richard J. Tobin | AIP (2) | 1,121,600 | 2,243,200 | 4,486,400 | | | | | | | | | | SSAR (3) | | | | | | | | 98,848 | 202.33 | 6,562,519 | | | Performance Shares (4) | | | | | 22,242 | 66,726 | | | | 5,790,816 | | | RSU (5) | | | | | | | 11,120 | | | 2,249,910 | | Chris B. Woenker | AIP (2) | 186,550 | 373,100 | 746,200 | | | | | | | | | | SSAR (3) | | | | | | | | 8,787 | 202.33 | 583,369 | | | Performance Shares (4) | | | | | 1,978 | 5,934 | | | | 514,982 | | | RSU (5) | | | | | | | 988 | | | 199,902 | | Ivonne M. Cabrera | AIP (2) | 250,329 | 500,657 | 1,001,315 | | | | | | | | | | SSAR (3) | | | | | | | | 17,573 | 202.33 | 1,166,671 | | | Performance Shares (4) | | | | | 3,954 | 11,862 | | | | 1,029,444 | | | RSU (5) | | | | | | | 1,977 | | | 400,006 | | Girish Juneja | AIP (2) | 217,193 | 434,385 | 868,707 | | | | | | | | | | SSAR (3) | | | | | | | | 7,469 | 202.33 | 495,867 | | | Performance Shares (4) | | | | | 1,680 | 5,040 | | | | 437,396 | | | RSU (5) | | | | | | | 840 | | | 169,957 | | Jeffrey C. Yehle | AIP (2) | 200,625 | 401,250 | 802,500 | | | | | | | | | | SSAR (3) | | | | | | | | 5,711 | 202.33 | 379,153 | | | Performance Shares (4) | | | | | 1,286 | 3,858 | | | | 334,817 | | | RSU (5) | | | | | | | 643 | | | 130,098 |
Grants of Plan-Based Awards in 2025
| (1) Represents the minimum amount payable for a certain level of performance. Under each of our plans, there is no guaranteed minimum payment. |
Grants of Plan-Based Awards in 2025
| (2) The amounts shown in this row reflect the potential payouts in February 2026 for 2025 under the AIP. The bonus amount actually paid in February 2026 is disclosed in the Summary Compensation Table in the column “Bonus” for 2025 for the executive officer. |
Grants of Plan-Based Awards in 2025
| (3) Represents an award of SSARs under the 2021 LTIP that will not be exercisable until February 14, 2028. The grant date fair value was calculated in accordance with FASB ASC 718, using a Black-Scholes value of $66.39 per SSAR. |
Grants of Plan-Based Awards in 2025
| (4) Represents an award of performance shares under the 2021 LTIP. The performance shares vest and become payable after the three-year performance period ending December 31, 2027 subject to the achievement of two equally weighted measures which are considered (i) market condition and (ii) performance condition per FASB ASC 718. The grant date fair value of the market condition portion is $318.38 per share calculated using the Monte Carlo simulation |
Grants of Plan-Based Awards in 2025
| mode in accordance with FASB ASC 718 and the grant date fair value of the performance condition portion is $202.33 based on Dover’s closing stock price at the date of grant. |
Grants of Plan-Based Awards in 2025
| (5) Represents an award of RSUs under the 2021 LTIP Plan. The grant vests in three equal annual installments beginning on March 15, 2026. The grant date fair value for the awards were calculated in accordance with FASB ASC 718, using a value of $202.33 per share. |
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 Awards listed below with grant dates beginning in 2013 were made under the 2012 Equity and Cash Incentive Plan (the “2012 LTIP”). All equity awards outstanding as of May 9, 2018 were adjusted as a result of the spin-off of Apergy Corporation (now known as ChampionX Corporation) to preserve the value of the awards in accordance with the Employee Matters Agreement, dated May 9, 2018, between Dover and Apergy. Effective May 7, 2021, we adopted the 2021 LTIP. All grants of equity awards made on or after May 7, 2021 were made under the 2021 LTIP.
Outstanding Equity Awards at Fiscal Year-End 2025
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Prices ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have not Vested ($) | | Richard J. Tobin | | 98,848 (1) | 202.33 | 2/14/2035 | | | | | | | | 116,587 (2) | 160.11 | 2/08/2034 | | | | | | | | 110,205 (3) | 153.25 | 2/10/2033 | | | | | | | 99,869 (4) | | 160.21 | 2/11/2032 | | | | | | | 123,125 (5) | | 122.73 | 2/12/2031 | | | | | | | 118,657 (6) | | 119.86 | 2/14/2030 | | | | | | | 184,211 (7) | | 91.20 | 2/15/2029 | | | | | | | 210,658 (8) | | 79.75 | 5/23/2028 | | | | | | | | | | | 11,120 (12) | 2,171,069 (16) | 22,242 (17) | 4,342,528 (21) | | | | | | | 8,744 (13) | 1,707,179 (16) | 26,232 (18) | 5,121,536 (21) | | | | | | | 4,133 (14) | 806,927 (16) | 24,796 (19) | 4,841,171 (21) | | Chris B. Woenker | | 8,787 (1) | 202.33 | 2/14/2035 | | | | | | | | 3,886 (2) | 160.11 | 2/8/2034 | | | | | | | | 3,480 (3) | 153.25 | 2/10/2033 | | | | | | | 3,052 (4) | | 160.21 | 2/11/2032 | | | | | | | 3,621 (5) | | 122.73 | 2/12/2031 | | | | | | | 3,708 (6) | | 119.86 | 2/14/2030 | | | | | | | 4,386 (7) | | 91.20 | 2/15/2029 | | | | | | | 3,655 (9) | | 82.09 | 2/09/2028 | | | | | | | 1,795 (10) | | 66.85 | 2/10/2027 | | | | | | | | | | | 988 (12) | 192,897 (16) | 1,978 (17) | 386,185 (21) | | | | | | | 292 (13) | 57,010 (16) | 874 (18) | 170,640 (21) | | | | | | | 131 (14) | 25,576 (16) | 783 (19) | 152,873 (21) |
Outstanding Equity Awards at Fiscal Year-End 2025
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Prices ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Brad Cerepak | | 23,595 (2) | 160.11 | 2/1/2030 | | | | | | | | 24,651 (3) | 153.25 | 2/1/2030 | | | | | | | 23,580 (4) | | 160.21 | 2/1/2030 | | | | | | | 30,781 (5) | | 122.73 | 2/1/2030 | | | | | | | 29,664 (6) | | 119.86 | 2/14/2030 | | | | | | | 52,632 (7) | | 91.20 | 2/15/2029 | | | | | | | 58,478 (9) | | 82.09 | 2/09/2028 | | | | | | | 29,306 (10) | | 66.85 | 2/10/2027 | | | | | | | | | | | 1,770 (13) | 345,575 (16) | 5,310 (18) | 1,036,724 (21) | | | | | | | 925 (14) | 180,597 (16) | 5,546 (19) | 1,082,801 (21) | | Ivonne M. Cabrera | | 17,573 (1) | 202.33 | 2/14/2035 | | | | | | | | 11,103 (2) | 160.11 | 2/08/2034 | | | | | | | | 11,601 (3) | 153.25 | 2/10/2033 | | | | | | | 11,097 (4) | | 160.21 | 2/11/2032 | | | | | | | 11,588 (5) | | 122.73 | 2/12/2031 | | | | | | | 11,866 (6) | | 119.86 | 2/14/2030 | | | | | | | 21,053 (7) | | 91.20 | 2/15/2029 | | | | | | | 23,391 (9) | | 82.09 | 2/09/2028 | | | | | | | 28,722 (10) | | 66.85 | 2/10/2027 | | | | | | | | | | | 1,977(12) | 385,989 (16) | 3,954 (17) | 771,979 (21) | | | | | | | 833 (13) | 162,635 (16) | 2,498 (18) | 487,710 (21) | | | | | | | 435 (14) | 84,929 (16) | 2,610 (19) | 509,576 (21) | | Girish Juneja | | 7,469 (1) | 202.33 | 2/14/2025 | | | | | | | | 8,328 (2) | 160.11 | 2/08/2034 | | | | | | | | 8,700 (3) | 153.25 | 2/10/2033 | | | | | | | 8,322 (4) | | 160.21 | 2/11/2032 | | | | | | | 7,243 (5) | | 122.73 | 2/12/2031 | | | | | | | 7,416 (6) | | 119.860 | 2/14/2030 | | | | | | | 11,842 (7) | | 91.20 | 2/15/2029 | | | | | | | 11.695 (9) | | 82.09 | 2/09/2028 | | | | | | | | | | | 840 (12) | 164,002 (16) | 1,680 (17) | 328,003 (21) | | | | | | | 625 (13) | 122,025 (16) | 1,874 (18) | 365,880 (21) | | | | | | | 327 (14) | 63,843 (16) | 1,958 (19) | 382,280 (21) | | Jeffrey C. Yehle | | 5,711 (1) | 202.33 | 2/14/2035 | | | | | | | | 3,225 (11) | 179.15 | 8/01/2034 | | | | | | | | | | | 643 (12) | 125,539 (16) | | | | | | | | | 242 (15) | 47,248 (16) | | | | | | | | | 930 (15) | 181,573 (16) | | | | | | | | | | | 1,286 (17) | 251,079 (21) | | | | | | | | | 726 (20) | 141,744 (21) |
Outstanding Equity Awards at Fiscal Year-End 2025
| (1) SSARs granted on February 14, 2025 that are not exercisable until February 14, 2028. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (2) SSARs granted on February 8, 2024 that are not exercisable until February 8, 2027. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (3) SSARs granted on February 10, 2023 that are not exercisable until February 10, 2026. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (4) SSARs granted on February 11, 2022 that became exercisable on February 11, 2025. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (5) SSARs granted on February 12, 2021 that became exercisable on February 12, 2024. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (6) SSARs granted on February 14, 2020 that became exercisable on February 14, 2023. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (7) SSARs granted on February 15, 2019 that became exercisable on February 15, 2022. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (8) SSARs granted on May 23, 2018 that became exercisable on May 23, 2021. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (9) SSARs granted on February 9, 2018 that became exercisable on February 9, 2021. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (10) SSARs granted on February 10, 2017 that became exercisable on February 10, 2020. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (11) SSARs granted on August 1, 2024 that will become exercisable on August 1, 2027. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (12) Unvested RSUs granted on February 14, 2025. The units vest in three equal installments beginning on March 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (13) Unvested RSUs granted on February 8, 2024. The units vest in three equal installments beginning on March 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (14) Unvested RSUs granted on February 10, 2023. The units vest in three equal annual installments beginning on March 15, 2024. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (15) Unvested RSUs granted on August 1, 2024. The units vest in three equal installments beginning on August 1, 2025. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (16) The amount reflects the number of units granted multiplied by $195.24, the closing price of our common stock on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End 2025
| (17) Performance shares granted on February 14, 2025 that become payable after December 31, 2027 subject to the achievement of the applicable performance goal. The amount reflected in the table represents the number of shares payable based on achievement of the target level of performance (100%) |
Outstanding Equity Awards at Fiscal Year-End 2025
| (18) Performance shares granted on March 29, 2024 that become payable after December 31, 2026 subject to the achievement of the applicable performance goal. The amount reflected in the table represents the number of shares payable based on achievement of the target level of performance (100%) |
Outstanding Equity Awards at Fiscal Year-End 2025
| (19) Performance shares granted on February 10, 2023 that become payable after December 31, 2025 subject to the achievement of the applicable performance goal. The amount reflected in the table represents the number of shares payable based on achievement of the target level of performance (100%) |
Outstanding Equity Awards at Fiscal Year-End 2025
| (20) Performance shares granted on August 1, 2024 become payable after December 31, 2026 subject to the achievement of the applicable performance goal. The amount reflected in the table represents the number of shares payable based on achievement of the target level of performance (100%). |
Outstanding Equity Awards at Fiscal Year-End 2025
| (21) The amount reflects the number of performance shares payable based on achievement of the target level of performance multiplied by $195.24, the closing price of our common stock on December 31, 2025. |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Richard J. Tobin | | | 38,038 | 7,235,010 | | Chris B. Woenker | 3,107 | 429,170 | 1,205 | 229,151 | | Brad M. Cerepak | 74,360 | 10,479,551 | 8,461 | 1,609,820 | | Ivonne M. Cabrera | 39,775 | 5,602,309 | 3,981 | 757,441 | | Girish Juneja | | | 2,986 | 568,134 | | Jeffrey C. Yehle | | | 586 | 103,326 |
Option Exercises and Stock Vested in 2025
| (1) Represents exercise of SSARs; number of shares reported as acquired is the total number of shares underlying the SSAR, rather than the net number of shares received by the NEO. |
Option Exercises and Stock Vested in 2025
| (2) The “value realized on exercise” provided in the table represents the difference between the average of the high and low trading price on the exercise date and the exercise or base price, multiplied by the number of shares acquired upon exercise of the award. |
Option Exercises and Stock Vested in 2025
| (3) This column represents the vesting of a portion of the 2022, 2023 and 2024 grants of RSUs as well as a performance share payout for the performance period ended December 31, 2025 for Messrs. Tobin, Woenker, Cerepak, Juneja and Ms. Cabrera and a portion of the 2024 grants of RSUs for Mr. Yehle. The number of shares reported as acquired is the full number of RSUs vested or performance shares paid out, not the net number of shares received by the NEO after withholding shares for satisfaction of taxes. |
Option Exercises and Stock Vested in 2025
| (4) This value represents the average of the high and low trading price on the date of vesting multiplied by the number of RSUs vesting plus the number of performance shares paid for the period ended December 31, 2025 multiplied by $195.24, the closing price of our stock on December 31, 2025. |
Pension Benefits through 2025
Pension Benefits through 2025
Pension Benefits through 2025
| Name | Plan Name | Number of Years Credited Service (#) | Normal Retirement Age (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Richard J. Tobin (2) | Pension Plan | N/A | N/A | N/A | N/A | | | PRP | N/A | N/A | N/A | N/A | | Chris Woenker | Pension Plan | 10.8 | 65 | 175,656 | N/A | | | PRP | N/A | N/A | N/A | N/A | | Brad M. Cerepak (3) | Pension Plan | 15.0 | 65.93 | 0 | 695,297 | | | PRP | 14.6 | 65.93 | 764,490 | 2,295,364 | | Ivonne M. Cabrera (4) | Pension Plan | 20.6 | 65 | 695,550 | N/A | | | PRP | 19.9 | 65 | 2,019,676 | N/A | | Girish Juneja (2) | Pension Plan | N/A | N/A | N/A | N/A | | | PRP | N/A | N/A | N/A | N/A | | Jeffrey C. Yehle (2) | Pension Plan | N/A | N/A | N/A | N/A | | | PRP | N/A | N/A | N/A | N/A |
Pension Benefits through 2025
| (1) This amount was earned by the NEOs over his or her years of service. For Mr. Woenker and Ms. Cabrera, the present value of benefits was calculated assuming that the executive will receive a single lump sum payment upon retirement at age 65. For Mr. Cerepak, the present value of benefits is based on the discounted value of his actual retirement benefits payable after December 31, 2025. |
Pension Benefits through 2025
| (2) Messrs. Tobin, Juneja and Yehle are not eligible to participate in the Dover pension plan or the PRP, since the pension plan and the PRP were closed to new employees on December 31, 2013. |
Pension Benefits through 2025
| (3) Mr. Cerepak retired on January 31, 2025; his actual retirement age is shown above. |
Pension Benefits through 2025
| (4) Ms. Cabrera is eligible to retire with the portion of her PRP benefit accrued through December 31, 2009 payable unreduced at age 62 with 10 years of service, and the portion of her PRP benefit accrued from January 1, 2010 through December 31, 2022 payable unreduced at age 65. The present value of her PRP benefits assuming age 62 retirement age is $2,005,129. |
Pension Benefits through 2025
The amounts shown in the Pension Benefits table above are actuarial present values of the benefits accumulated through December 31, 2025. An actuarial present value is calculated by estimating expected future payments starting at an assumed retirement age, weighting the estimated payments by the estimated probability of surviving to each post-retirement age, and discounting the weighted payments at an assumed discount rate to reflect the time value of money. The actuarial present value represents an estimate of the amount which, if invested today at the assumed discount rate, would be sufficient on an average basis to provide estimated future payments totaling the current accumulated benefit. For purposes of the table, the assumed retirement age for each NEO is 65, the normal retirement age under each plan. Actual benefit present values will vary from these estimates depending on many factors, including an executive’s actual retirement age.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
| Name | Plan Name | Executive contributions in last FY ($)(1) | Registrant contributions in last FY ($) | Aggregate earnings in last FY($) | Aggregate withdrawals/ Distribution($) | Aggregate balance in last FYE ($) | | Richard J. Tobin | Deferred Compensation Plan | 0 | 134,636 | 804,382 | 0 | 10,777,417 | | Chris B. Woenker | Deferred Compensation Plan | 107,993 | 11,513 | 70,301 | 0 | 574,556 | | Brad M. Cerepak (2) | Deferred Compensation Plan | 0 | 58,712 | 2,058 | 0 | 60,770 | | Ivonne M. Cabrera | Deferred Compensation Plan | 0 | 34,324 | 27,396 | 0 | 292,953 | | Girish Juneja | Deferred Compensation Plan | 741,358 | 25,713 | 296,451 | 0 | 5,833,817 | | Jeffrey C. Yehle | Deferred Compensation Plan | 16,050 | 0 | 1,724 | 0 | 17,774 |
Nonqualified Deferred Compensation
| (1) If any amounts were shown as executive contributions in 2025, they would be included in the Summary Compensation Table in the salary or bonus columns, as appropriate, for the respective officers. |
Nonqualified Deferred Compensation
| (2) Since Mr. Cerepak retired prior to December 31, 2025, he did not earn any non-elective contribution in the deferred compensation plan in 2025. |
Nonqualified Deferred Compensation
Our deferred compensation plan is a nonqualified plan that permits select key management and highly compensated employees on a U.S. payroll with an annual salary equal to or greater than $250,000 for 2025 to irrevocably elect to defer a portion of their salary and bonus. The deferred compensation plan provides participants who are not eligible to participate in the PRP with the same level of matching and other employer contributions that they would have received if certain compensation limits under our Retirement Savings plan did not apply. Prior to the freeze of the PRP as of December 31, 2023, Mr. Cerepak and Ms. Cabrera participated in the PRP and were therefore not eligible to receive matching and other employer contributions under the deferred compensation plan. The plan, as amended effective January 1, 2022, operates similar to an “excess” deferred compensation plan in that it provides for employer contributions on salary and bonuses in excess of the compensation limit permitted under the tax-qualified retirement savings plan. Under the amended deferred compensation plan, an eligible participant’s account will be credited each year with automatic employer contributions equal to 4.5% of the amount by which the eligible participant’s salary and bonus exceed the limitation imposed under Internal Revenue Code Section 401(a)(17) for such year. Amounts deferred under the plan are credited with hypothetical investment earnings based on the participant’s investment elections made from investment options designated under the plan. Participants are 100% vested in all amounts they defer, as adjusted for any earnings and losses on such deferred amounts. Effective as of January 1, 2010, a hypothetical investment option that tracks the value of Dover common stock, including any dividend payments, was added to the plan. This Dover stock unit fund does not actually hold any Dover stock, and participants who elect to participate in this option do not own any Dover common stock, or have any voting or other rights associated with the ownership of our common stock. Participants’ accounts are credited with the net returns of shares of our common stock equal to the number of stock units held by the participant. All distributions from the stock unit fund will be paid in cash. Balances allocated into the stock unit fund must remain in the stock unit fund for the remainder of the participant’s participation in the plan. Generally, deferred amounts will be distributed from the plan only on account of retirement at age 65 (or age 55 with 10 years of service), disability or other termination of service, or at a scheduled in-service withdrawal date chosen by the participant.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The discussion and table below describe the incremental payments or values to which each of the NEOs would be entitled in the event of termination of such executive’s employment or a change in control. The only compensation plans under which an executive may be entitled to incremental payments are the severance plan, the CIC Severance Plan and the 2012 and 2021 LTIP. Mr. Tobin’s employment agreement provides for benefits similar to the severance plan, except as noted in the table below. No incremental values would be payable under the PRP, pension plan or deferred compensation plan as a result of a termination event or change in control. Voluntary termination. If an NEO voluntarily terminates his or her employment, he or she will not be entitled to any incremental payments and unvested equity awards will be forfeited, unless the executive is eligible for normal or early retirement under the 2012 and 2021 LTIP as discussed below. Involuntary termination without cause. If Dover terminates the employment of an NEO without cause (excluding termination due to death or disability), the NEO will be entitled to a cash severance payment under the severance plan consisting of:
Potential Payments upon Termination or Change in Control
| • | An amount equal to base salary plus target annual cash bonus for 12 months following the date of termination; |
Potential Payments upon Termination or Change in Control
| • | A pro rata portion (based on the completed calendar months worked in the year of termination) of the NEO’s target annual incentive bonus payable for the year of termination, subject to potential reduction in the discretion of the Compensation Committee based upon attainment of the applicable performance criteria; |
Potential Payments upon Termination or Change in Control
| • | A pro rata performance share award granted under the 2012 or 2021 LTIP having a scheduled payment date next following the date of termination (based on the completed calendar months worked in the year of termination) based upon attainment of the performance criteria applicable to the award as determined by the Compensation Committee; |
Potential Payments upon Termination or Change in Control
| • | Outplacement services, at the company’s discretion, for 12 months up to a maximum cost of $25,000; and |
Potential Payments upon Termination or Change in Control
| • | A lump sum payment equal to the then cost of COBRA health continuation coverage, based on the level of health care coverage in effect on the termination date, for 12 months. |
Potential Payments upon Termination or Change in Control
Pursuant to a policy adopted by the Compensation Committee effective February 9, 2023, cash severance benefits will be limited to no more than 2.99 times the sum of the executive officer’s base salary plus target annual bonus, unless approved by shareholders. Unvested equity awards will be forfeited. Retirement (for awards made in 2020 and earlier). Under the 2012 LTIP, an NEO eligible for normal or early retirement will be entitled to continued vesting of SSARs and restricted stock unit awards for 24 months in the case of early retirement under the Rule of 65, 36 months in the case of early retirement under the Rule of 70 and 60 months in the case of normal retirement at or after age 65. In the case of normal retirement, the outstanding performance share awards for the performance period ending the soonest will continue to vest, subject to the satisfaction of the applicable performance targets. In the case of early retirement under the Rule of 65 or 70, outstanding performance share awards are payable, subject to the satisfaction of the applicable performance targets, only at the Compensation Committee’s discretion. Early retirement under the 2012 LTIP is defined as termination for any reason other than normal retirement, death, disability or cause, under one of the following circumstances applicable to the NEOs:
Potential Payments upon Termination or Change in Control
| • | The executive has at least 10 years of service with a Dover company, the sum of his or her age and years of service on the date of termination equals at least 65, and for awards granted on or after August 6, 2014, is at least 55 years old (the “Rule of 65”), and the executive complies with certain notice requirements; or |
Potential Payments upon Termination or Change in Control
| • | The executive has at least 15 years of service with a Dover company, the sum of his or her age and years of service on the date of termination equals at least 70, and for awards granted on or after August 6, 2014, is at least 60 years old (the “Rule of 70”), and the executive complies with certain notice requirements. |
Potential Payments upon Termination or Change in Control
Any person who takes early or normal retirement under the 2012 LTIP is deemed to have expressly agreed that he or she will not compete with us or any of our companies at which he or she was employed within the three years immediately prior to his or her termination, in the geographic areas in which we or that company actively carried on business at the end of the participant’s employment, for the period during which such retirement affords him or her enhanced benefits (24 months in the case of the Rule of 65, 36 months in the case of the Rule of 70 or 60 months in the case of normal retirement). If the participant fails to comply with the non-compete provision, he or she forfeits any enhanced benefits under the 2012 LTIP and must return to Dover the economic value previously realized by reason of such benefits. Retirement (for awards made in 2021 onwards). Under the 2012 and 2021 LTIP, an NEO eligible for normal or early retirement will be entitled to continued vesting of SSARs and restricted stock unit awards for 36 months in the case of early retirement and 60 months in the case of normal retirement at or after age 62. In the case of normal retirement, the outstanding performance share awards for the performance period ending the soonest will continue to vest, subject to the satisfaction of the applicable performance targets. In the case of early retirement, outstanding performance share awards are payable, subject to the satisfaction of the applicable performance targets, only at the Compensation Committee’s discretion. Early retirement under the 2012 and 2021 LTIP is defined as any reason other than normal retirement, death, disability or cause, under the following circumstance: The executive has at least 10 years of service with a Dover company, is at least 55 years old, and complies with certain notice requirements. Any person who takes early or normal retirement under the 2012 or 2021 LTIP is deemed to have expressly agreed that he or she will not compete with us or any of our companies at which he or she was employed within the three years immediately prior to his or her termination, in the geographic areas in which we or that company actively carried on business at the end of the participant’s employment, for the period during which such retirement affords him or her enhanced benefits (36 months in the case of early retirement or 60 months in the case of normal retirement). If the participant fails to comply with the non-compete provision, he or she forfeits any enhanced benefits under the 2012 and 2021 LTIP and must return to Dover the economic value previously realized by reason of such benefits. Change in Control (without termination of employment). All the change in control provisions in Dover’s compensation plans are double-trigger. Accordingly, an NEO’s compensation generally will not be affected by a change in control without termination of his or her employment. An executive will be entitled to incremental payments or values upon a change in control without termination of employment only if an executive’s outstanding awards under the 2012 or 2021 LTIP are impaired. In that circumstance, all unvested SSARs and restricted stock units will immediately vest on the date of the change in control and outstanding performance share awards will immediately vest and become payable on the date of the change in control on a pro-rata basis for a shortened performance period. Each person granted an award under the 2012 or 2021 LTIP is deemed to agree that, upon a tender or exchange offer, proxy solicitation or other action seeking to effect a change in control of Dover, he or she will not voluntarily terminate employment with us or any of our companies and, unless terminated by us, will continue to render services to us until the person seeking to effect a change in control of our Company has abandoned, terminated or succeeded in such person’s efforts to effect the change in control. Under the PRP, upon a change in control, each participant will become entitled to receive the actuarial value of the participant’s benefit accrued through the date of the change in control. No additional incremental amounts are payable under the PRP upon a change in control. Termination following a change in control. Upon the double-trigger events of a termination of employment following a change in control, an NEO may be eligible for certain cash severance payments and accelerated vesting of equity awards as described below. An NEO will be entitled to receive severance payments if, within 24 months after the change in control, either his or her employment is terminated by Dover without “cause” or the executive terminates employment for “good reason,” under and as such terms are defined in the CIC Severance Plan. The severance payments will consist of the following:
Potential Payments upon Termination or Change in Control
| • | A lump sum payment equal to 2.0 multiplied by the sum of (i) the executive’s annual salary on the termination date or the change in control date, whichever is higher, and (ii) his or her target annual incentive bonus for the year in which the termination or the date of the change in control occurs, whichever is higher; |
Potential Payments upon Termination or Change in Control
| • | A lump sum payment equal to the pro rata portion (based on the completed days worked in the year in which the date of termination occurs divided by the number of days in such year) of the NEO’s target annual incentive bonus; |
Potential Payments upon Termination or Change in Control
| • | 12 months of outplacement services up to a maximum of $25,000, as adjusted upwards for inflation; and |
Potential Payments upon Termination or Change in Control
| • | A lump sum payment equal to the then cost of COBRA health continuation coverage, based on the level of health care coverage in effect on the termination date, if any, for 24 months. |
Potential Payments upon Termination or Change in Control
Pursuant to a policy adopted by the Compensation Committee effective February 9, 2023, cash severance benefits will be limited to no more than 2.99 times the sum of the executive officer’s base salary plus target annual bonus, unless approved by shareholders. No executive may receive severance benefits under more than one plan or arrangement. If Dover determines that (i) any payment or distribution to an executive in connection with change in control, whether under the CIC Severance Plan or otherwise, would be subject to excise tax as an excess parachute payment under the Internal Revenue Code and (ii) the executive would receive a greater net-after-tax amount by reducing the amount of the severance payment, Dover will reduce the severance payments made under the CIC Severance Plan to the maximum amount that might be paid (but not less than zero) without the executive becoming subject to the excise tax. The CIC Severance Plan does not provide any gross-up for excise taxes. In addition, if, within 24 months following a change in control of Dover (as defined in the 2012 or 2021 LTIP) the executive is either involuntarily terminated other than for cause, death or disability or an event or condition that constitutes “good reason” occurs, and the executive subsequently resigns for good reason within applicable time limits and other requirements under the 2012 or 2021 LTIP:
Potential Payments upon Termination or Change in Control
| • | All unvested SSARs and RSUs immediately vest upon the date of termination and become exercisable in accordance with the terms of the applicable award agreement; and |
Potential Payments upon Termination or Change in Control
| • | All performance share awards will be deemed to have been earned “at target” as if the performance target had been achieved and such awards will immediately vest and become immediately due and payable on the date of termination. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Table. The table below shows the incremental amounts payable to each NEO if his or her employment had terminated in certain circumstances on December 31, 2025. The amounts shown assume that termination was effective as of December 31, 2025. Mr. Cerepak retired from Dover as of January 31, 2025, and, accordingly has not been included in the table. The actual amounts to be paid out can only be determined at the time of each executive’s separation from Dover.
Potential Payments upon Termination or Change in Control
| Name | Voluntary Termination ($)(1) | Involuntary Not for Cause Termination ($)(2) | For Cause Termination ($)(3) | Normal Retirement or Early Retirement ($) | Involuntary or Good Reason Termination following a Change-in-Control ($) | | Richard J. Tobin | | | | | | | Cash severance | N/A | 5,467,800 (4) | N/A | N/A | 7,290,400 (9) | | Performance share award | N/A | 5,121,536 (6) | 0 | 5,121,536 (6) | 9,464,064 (10) | | Stock options/SSARs | N/A | 8,723,209 (7) | 0 | 8,723,209 (7) | 8,723,209 (11) | | Restricted Stock Units | N/A | 4,685,174 (8) | 0 | 4,685,174 (8) | 4,685,174 (12) | | Health and welfare benefits | N/A | 37,916 (5) | 0 | 0 | 50,555 (5) | | Outplacement | N/A | 25,000 | N/A | N/A | 25,000 | | Total: | N/A | 24,060,635 | 0 | 18,529,919 | 30,238,402 |
Potential Payments upon Termination or Change in Control
| Name | Voluntary Termination ($)(1) | Involuntary Not for Cause Termination ($)(2) | For Cause Termination ($)(3) | Normal Retirement or Early Retirement ($) | Involuntary or Good Reason Termination following a Change-in-Control ($) | | Chris B. Woenker | | | | | | | Cash severance | N/A | 906,100 (4) | N/A | N/A | 1,812,200 (9) | | Performance share awards | 0 | 0 | 0 | N/A | 556,824 (10) | | Stock options/SSARs | 0 | 0 | 0 | N/A | 282,640 (11) | | Restricted Stock Units | 0 | 0 | 0 | N/A | 275,484 (12) | | Health and welfare benefits | 0 | 23,087 (5) | 0 | N/A | 46,173 (5) | | Outplacement | N/A | 25,000 | N/A | N/A | 25,000 | | Total: | 0 | 954,187 | 0 | N/A | 2,998,322 | | Ivonne M. Cabrera | | | | | | | Cash severance | N/A | 1,168,200 (4) | N/A | N/A | 2,336,401 (9) | | Performance share award | N/A | 487,710 (6) | 0 | 487,710 (6) | 1,259,688 (10) | | Stock options/SSARs | N/A | 877,174 (7) | 0 | 877,174 (7) | 877,174 (11) | | Restricted Stock Units | N/A | 633,554 (8) | 0 | 633,554 (8) | 633,554 (12) | | Health and welfare benefits | N/A | 25,277 (5) | 0 | 0 | 50,555 (5) | | Outplacement | N/A | 25,000 | N/A | N/A | 25,000 | | Total: | N/A | 3,216,915 | 0 | 1,998,438 | 5,182,372 | | Girish Juneja | | | | | | | Cash severance | N/A | 1,013,565 (4) | N/A | N/A | 2,027,130 (9) | | Performance share award | 0 | 0 | 0 | N/A | 693,883 (10) | | Stock options/SSARs | 0 | 0 | 0 | N/A | 657,876 (11) | | Restricted Stock Units | 0 | 0 | 0 | N/A | 349,870 (12) | | Health and welfare benefits | 0 | 21,024 (5) | 0 | N/A | 42,048 (5) | | Outplacement | N/A | 25,000 | N/A | N/A | 25,000 | | Total: | 0 | 1,059,589 | 0 | N/A | 3,795,807 | | Jeffrey C. Yehle | | | | | | | Cash severance | N/A | 936,250 (4) | N/A | N/A | 1,872,500 (9) | | Performance share award | 0 | 0 | 0 | N/A | 392,823 (10) | | Stock options/SSARs | 0 | 0 | 0 | N/A | 51,890 (11) | | Restricted Stock Units | 0 | 0 | 0 | N/A | 354,361 (12) | | Health and welfare benefits | 0 | 25,277 (5) | 0 | N/A | 50,555 (5) | | Outplacement | N/A | 25,000 | N/A | N/A | 25,000 | | Total | 0 | 986,527 | 0 | N/A | 2,747,128 |
Potential Payments upon Termination or Change in Control
| (1) Mr. Tobin is eligible for normal retirement under the 2021 LITP for awards granted in 2023-2025. Accordingly, we have assumed Mr. Tobin would take normal retirement, rather than voluntary termination. Ms. Cabrera is eligible for early |
Potential Payments upon Termination or Change in Control
| retirement for grants under the 2012 and 2021 LTIP. Accordingly, we have assumed that Ms. Cabrera would take early retirement, rather than voluntary termination. Accordingly, their rows under “Voluntary Termination” have been marked “N/A”. Cash severance and outplacement services are not available in the event of voluntary termination; those rows have been marked “N/A” under the “Voluntary Termination” column for all NEOs. |
Potential Payments upon Termination or Change in Control
| (2) Dover anticipates allowing anyone eligible for normal retirement or early retirement under the 2012 and 2021 LTIP to take normal or early retirement in the event of involuntary termination. This column reflects the applicable early retirement treatment of Ms. Cabrera’s performance shares, RSUs, and SSARs that would vest within 24 months for grants awarded through 2020 and early retirement treatment of her performance shares, RSUs and SSARs that would vest within 36 months for grants awarded 2021 onwards. This column reflects the normal retirement treatment for Mr Tobin’s performance shares, RSUs and SSARs that would vest within 60 months. |
Potential Payments upon Termination or Change in Control
| (3) A NEO whose employment is terminated by us for cause will forfeit all outstanding cash and equity awards, whether or not vested or exercisable. The executive will also forfeit benefits under the PRP in accordance with the PRP terms. |
Potential Payments upon Termination or Change in Control
| (4) For Mr. Tobin, the amount is equal to 1.5 times the sum of his annual salary plus target bonus per his employment agreement; for the other NEOs, the amounts represent 12-month salary continuation and an annual incentive bonus at target. |
Potential Payments upon Termination or Change in Control
| (5) Represents COBRA health continuation coverage costs under the severance plan or CIC Severance Plan as applicable. Under the Severance Plan, an executive is entitled to a lump sum payment equal to the then cost of COBRA health continuation coverage for 12 months. Mr. Tobin would receive 18 months COBRA per his employment agreement; under the CIC Severance Plan, the COBRA lump sum payments for Mr. Tobin and all the NEOs would receive 24 months. |
Potential Payments upon Termination or Change in Control
| (6) Represents payout at target of performance share awards granted under the 2021 LTIP for the 2024-2026 performance period, using $195.24 per share, market closing price on December 31, 2025. This calculation assumes that the Compensation Committee approves payout for the performance period for Mr. Tobin and Ms. Cabrera. |
Potential Payments upon Termination or Change in Control
| (7) Reflects for Mr. Tobin the value of unvested SSARs that would vest within 60 months for SSARs granted in 2023, 2024 and 2025; for Ms. Cabrera, the value of unvested SSARs that would vest within 36 months for SSARs granted in 2023, 2024 and 2025. |
Potential Payments upon Termination or Change in Control
| (8) For Mr. Tobin the amount reflects the value of unvested RSUs as of December 31, 2025 that will vest within 60 months for RSUs granted in 2023, 2024 and 2025. For Ms. Cabrera the amount reflects the value of unvested RSUs as of December 31, 2025 that will vest within the following 36 months for RSUs granted in 2023, 2024 and 2025. |
Potential Payments upon Termination or Change in Control
| (9) Represents a payment equal to 2 times the sum of (i) the executive’s annual salary on the termination date or the change in control date, whichever is higher, and (ii) his or her target annual incentive bonus for the year in which the termination or the date of the change in control occurs, whichever is higher. |
Potential Payments upon Termination or Change in Control
| (10) Represents payout at target of performance share awards granted under the 2021 LTIP for the 2024-2026 performance period and under the 2021 LTIP for the 2025-2027 performance period, using $195.24 per share, market closing price on December 31, 2025. |
Potential Payments upon Termination or Change in Control
| (11) Represents acceleration of vesting of unvested SSAR awards granted under the 2021 LTIP, calculated as the difference between the closing price of $195.24 per share of our common stock on December 31, 2025, and the exercise price of each unvested SSAR award multiplied by the number of shares covered by such award. |
Potential Payments upon Termination or Change in Control
| (12) Represents acceleration of vesting of unvested RSUs granted under the 2021 LTIP. |
Pay versus Performance
Pay versus Performance The following table shows the total compensation for our NEOs for the past four fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our Principal Executive Officer (“PEO”) and, on an average basis, our other NEOs (in each case, as determined under Item 402(v) of Regulation S-K), our total shareholder return (“TSR”), the TSR of the S&P 500 Industrials Index over the same period (which is the “Peer Group” in the Pay versus Performance Table below), our net income, and our adjusted earnings. For purposes of the Pay Versus Performance Table, Richard Tobin is the only principal executive officer represented. For fiscal 2025, Messrs. Woenker, Cerepak, Juneja, and Yehle and Ms. Cabrera are the other named officers reflected in the Pay versus Performance Table. For fiscal 2024, Messrs. Cerepak, Juneja, and Yehle and Mses. Cabrera and Bors are the other named officers reflected in the Pay versus Performance Table. For fiscal 2023 through 2021, Messrs. Cerepak and Juneja and Mses. Cabrera and Bors are the other named executive officers reflected in the Pay versus Performance Table.
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of $100 Investment based on: | | Net Income ($) (in millions) | Adjusted Earnings ($) (in millions) (2)(3) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2025 | 18,757,706 | 15,034,170 | 2,192,355 | 1,771,947 | 165 | 190 | 1,097 | 1,324 | | 2024 | 19,230,530 | 30,226,001 | 2,777,531 | 3,718,086 | 175 | 176 | 2,697 | 2,806 | | 2023 | 16,795,101 | 16,472,170 | 2,904,216 | 2,784,284 | 142 | 150 | 1,057 | 1,237 | | 2022 | 14,143,252 | (13,748,922) | 2,364,424 | (619,414) | 123 | 127 | 1,065 | 1,213 | | 2021 | 14,085,860 | 56,156,068 | 2,449,002 | 6,425,459 | 163 | 135 | 1,124 | 1,109 |
Pay versus Performance Table
| (1) The table below provides the adjustments required by Item 402(v) to be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures We believe the Pay versus Performance Table shows the alignment between compensation actually paid to the NEOs and the Company’s performance, consistent with our compensation philosophy. Specifically, a significant portion of target NEO pay opportunity is tied to Dover stock performance. Accordingly, the compensation actually paid to the NEOs for the past three fiscal years presented in the Pay versus Performance table was aligned with our TSR performance, increasing when our TSR performance increased and declining when our TSR performance declined.
Opposition Statement of the Board of Directors
Opposition Statement of the Board of Directors THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE PROPOSAL FOR THE FOLLOWING REASONS: The Board is committed to strong corporate governance and responsiveness to Dover’s shareholders and believes in maintaining policies and practices that serve the best interests of all shareholders. After careful consideration, the Board has determined that the proposal is not in the best interests of Dover and its shareholders. The Board believes it is critically important to maintain the flexibility to implement the leadership structure best suited to meet the needs of Dover and its shareholders at any given time. The Board does not believe that adopting a policy to separate the roles of Chairman and CEO is necessary or that such a mandatory separation would be in the best interests of Dover and its shareholders. Flexibility to determine the most effective leadership structure as circumstances warrant is in the best interests of Dover and our shareholders. The Board considers it critically important to maintain the flexibility to select the leadership structure best suited to meet the needs of Dover and our shareholders at any given time. Currently, our Corporate Governance Guidelines provide the Board with the flexibility to determine the optimal leadership structure, including separating the positions of Chair and CEO if circumstances warrant. In the event the Chair is not an independent director, the independent directors will appoint an independent director as Lead Independent Director. The Board generally will assess and review its leadership structure from time to time. The Board’s independent directors, with their diverse backgrounds and multi-industry experience, have deep knowledge about the company, our industry, and the functioning of the Board. Therefore, they are best positioned to evaluate the Board’s optimal leadership structure. The Board believes the leadership structure best suited to meet the needs of Dover and our shareholders should be based on the particular circumstances and challenges confronting the Board and the company at any given time, as well as the individual skills and experiences that may be required for an effective Chair. Given the dynamic and competitive environment in which we operate, the Board believes that the right leadership structure may vary as circumstances warrant, and it does not view any one particular Board leadership structure as preferred. Currently, Richard J. Tobin, our President and CEO, serves as our Board Chair. The Board believes that this leadership structure promotes efficient Board functioning, fosters a constructive and cooperative relationship between the Board and senior management and, together with an experienced Lead Independent Director, is the appropriate leadership structure for Dover at this time. Our highly independent Board and Lead Independent Director provide strong, independent leadership. Apart from the Chairman and CEO, Mr. Tobin, the Board consists entirely of independent directors and exercises a strong, independent oversight function. This independence is further enhanced by the composition of our Audit, Compensation, Governance & Nominating and Finance Committees, which are composed entirely of independent directors. When the Board appointed Mr. Tobin as Chair, the Board amended Dover’s Corporate Governance Guidelines to provide that whenever the Board Chair is not an independent director, the independent directors shall appoint an independent director to serve as Lead Independent Director. As such, the Board has had a Lead Independent Director since February 2024. Keith E. Wandell has served as our Lead Independent Director since the 2025 annual meeting. In appointing Mr. Wandell to this role, the independent directors took into consideration Mr. Wandell’s tenure, knowledge of Dover’s business and strategy, and demonstrated independent voice in the boardroom. The Board concluded that Mr. Wandell, who has served on the Board since 2015 and who also has experience as lead independent director of another Fortune 500 company, is well positioned to provide independent leadership to the Board as it carries out its oversight responsibilities. As set forth in Dover’s Corporate Governance Guidelines, our Lead Independent Director has significant authority and well-defined responsibilities, which include:
Opposition Statement of the Board of Directors
| ✓ | Presiding at all meetings of the Board at which the Board Chair is not present, including executive sessions of the independent directors; |
Opposition Statement of the Board of Directors
| ✓ | Coordinating the activities of the independent directors, including having the authority to call meetings of the independent directors; |
Opposition Statement of the Board of Directors
| ✓ | Establishing the agenda for executive sessions of the independent directors; |
Opposition Statement of the Board of Directors
| ✓ | In consultation with the Board Chair and senior management, establishing the agenda for each Board meeting and ensuring that information provided to the Board is timely and appropriate; |
Opposition Statement of the Board of Directors
| ✓ | Facilitating communications between Board members, including serving as principal liaison between the independent directors and the Board Chair; |
Opposition Statement of the Board of Directors
| ✓ | Consulting with the Board Chair on such other matters as are pertinent to the Board and the Company; |
Opposition Statement of the Board of Directors
| ✓ | If appropriate, and in coordination with executive management, being available for consultation and direct communication with significant stakeholders; and |
Opposition Statement of the Board of Directors
| ✓ | Performing such other duties as may be specified by the Board. |
Opposition Statement of the Board of Directors
Furthermore, the Board’s independent oversight is enhanced by the Board’s ongoing refreshment. Since 2021, Dover has elected four new independent directors who bring fresh and varied perspectives to the Board. Dover’s strong shareholder rights and robust governance practices support independent Board oversight. We believe that Dover’s existing shareholder rights and exemplary corporate governance policies, including the annual election of directors, a majority vote standard in uncontested director elections, special meeting rights and proxy access, already provide a strong structure for ensuring independent Board oversight of the Company and for effectively challenging and overseeing management, including the CEO. Our corporate governance policies are bolstered by the Board’s practices, including regular executive sessions of the independent directors, which are led by our Lead Independent Director and take place at least quarterly, to discuss matters that fall under their purview as independent directors. The Board has a strong history of responsiveness to Dover’s shareholders, who rejected a substantially similar proposal presented at last year’s annual meeting. As further discussed on page 29 of this proxy statement, in 2025, we reached out to holders of approximately 57% of our shares outstanding and engaged with governance professionals and/or portfolio managers at investors holding approximately 26% of our shares outstanding, receiving feedback from investors on a range of corporate governance topics, including the Board’s leadership structure. Through this shareholder engagement, we continued to hear strong support for our current Board leadership structure, maintaining flexibility for the Board to determine the best leadership structure as circumstances warrant, and appreciation for a robust and clearly defined Lead Independent Director role. The Board is committed to being responsive to our shareholders, as demonstrated by the number of changes we have made over the years based on their input, including adopting and amending our special meeting right, adopting proxy access, and implementing meaningful changes to our executive compensation program. The Board of Directors continues to believe it is best positioned to determine its optimal leadership structure to meet the needs of Dover and its shareholders at any given time. In light of our strong corporate governance structure and majority independent Board, the Board believes that adoption of the shareholder proposal is unnecessary and not in the best interests of Dover and its shareholders. Further, our shareholders affirmed this view during our 2025 shareholder engagement program and by rejecting a substantially similar proposal submitted by the same proponent at last year’s annual meeting of shareholders.