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Dover Corporation
3005 Highland Parkway
Downers Grove, Illinois 60515
Notice of Annual Meeting of Shareholders |
May 7, 2015
9:00 a.m. Eastern Time
Waldorf Astoria New York, 301 Park Avenue, New York, NY 10022-6897
Dear Fellow Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders (the Meeting) at the Waldorf Astoria New York, 301 Park Avenue, New York, NY 10022-6897, on May 7, 2015 at 9:00 a.m., Eastern Time, to be held for the following purposes:
1. | To elect twelve directors; |
2. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015; |
3. | To approve, on an advisory basis, named executive officer compensation; |
4. | To consider a shareholder proposal regarding shareholder action by written consent without a meeting, if properly presented at the meeting; and |
5. | To consider such other business as may properly come before the Meeting, including any adjournments or postponements thereof. |
All holders of record at the close of business on March 13, 2015 are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof. Whether or not you plan to attend the Meeting, we urge you to vote your shares as soon as possible.
March 26, 2015
By authority of the Board of Directors,
Ivonne M. Cabrera
Secretary
DOVER CORPORATION 2015 Proxy Statement i
You have received this Proxy Statement because the Board is soliciting your proxy to vote your shares at the 2015 Annual Meeting of Shareholders (the Meeting). This summary highlights information contained elsewhere in this Proxy Statement. We encourage you to read the entire Proxy Statement before voting. For more complete information regarding the 2014 performance of Dover Corporation (the Company or Dover), please review Dovers 2014 Annual Report on Form 10-K included with this booklet.
Meeting Information
Date: | May 7, 2015 | Location: | Waldorf Astoria New York 301 Park Avenue New York, NY 10022-6897 | |||
Time: | 9:00 a.m., Eastern Time | |||||
Record Date: | March 13, 2015 |
How to Cast Your Vote
Even if you plan to attend the Meeting in person, please cast your vote as soon as possible using one of the following methods:
| Via internet by visiting www.proxyvote.com; |
| Via telephone by calling 1-800-690-6903; or |
| Via mail by marking, signing and dating your proxy card or voting instruction form (if you received proxy materials by mail) and returning it to the address listed therein. |
Items of Business
There are four proposals to be voted on at the Meeting:
Board Voting Recommendation |
Page Reference | |||||||
Item 1 | | The election of twelve nominees for director | FOR each director nominee |
15 | ||||
Item 2 | | The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015 | FOR | 24 | ||||
Item 3 | | An advisory resolution to approve named executive officer compensation | FOR | 64 | ||||
Item 4 | | A shareholder proposal regarding shareholder action by written consent without a meeting, if properly presented | AGAINST | 65 |
Where You Can Find Additional Information
Our website is located at www.dovercorporation.com. Although the information contained on or connected to our website is not part of this Proxy Statement, you can view additional information on our website, such as the charters of our Board committees, our Corporate Governance Guidelines, our Code of Business Conduct & Ethics, our Related Person Transactions Policy, our Standards for Director Independence, other governance documents and reports that we file with the U.S. Securities and Exchange Commission (SEC). Copies of these documents also may be obtained free of charge by writing or calling the Corporate Secretary, Dover Corporation, 3005 Highland Parkway, Downers Grove, Illinois 60515, telephone: (630) 541-1540.
DOVER CORPORATION 2015 Proxy Statement 1
PROXY SUMMARY
Director Nominees
The following table provides summary information about each director nominee:
Name | Age | Director Since |
Primary Occupation | Committee Memberships |
Other Public Company Boards | |||||
Robert W. Cremin, Chair* | 74 | 2005 | Retired President and CEO of Esterline Technologies Corp. | C, G | 1 | |||||
Jean-Pierre M. Ergas* | 75 | 1994 | Managing Partner, Ergas Ventures, LLC | C, G (Chair) | 2 | |||||
Peter T. Francis* | 62 | 2007 | Managing Member of Mukilteo Investment Management Company | C | 0 | |||||
Kristiane C. Graham* | 57 | 1999 | Private Investor | C, G | 0 | |||||
Michael F. Johnston* | 67 | 2013 | Retired CEO of Visteon Corp. | A | 2 | |||||
Robert A. Livingston | 61 | 2008 | President and CEO of Dover | 0 | ||||||
Richard K. Lochridge* | 71 | 1999 | Retired President of Lochridge & Company, Inc. | C (Chair) | 2 | |||||
Bernard G. Rethore* | 73 | 2001 | Chairman of the Board Emeritus of Flowserve Corp. | A | 2 | |||||
Michael B. Stubbs* | 66 | 1999 | Managing Member of S.O.G. Investors, LLC | A | 0 | |||||
Stephen M. Todd* | 66 | 2010 | Former Global Vice Chairman of Assurance Professional Practice of Ernst & Young Global Limited | A | 1 | |||||
Stephen K. Wagner* | 67 | 2010 | Former Senior Adviser, Center for Corporate Governance, Deloitte & Touche LLP | A, G | 0 | |||||
Mary A. Winston* | 53 | 2005 | EVP and CFO of Family Dollar Stores, Inc. | A (Chair) | 1 |
* Independent Director
A= Audit Committee; C= Compensation Committee; G= Governance and Nominating Committee
Governance Highlights
The Board is committed to good corporate governance, which promotes the long-term interests of shareholders and strengthens Board and management accountability. Highlights include:
DOVER CORPORATION 2015 Proxy Statement 2
PROXY SUMMARY
2014 Performance Highlights
2014 was a year of solid performance for Dover. We increased revenue 8% to $7.8 billion for the year, reflecting organic growth of 4% and growth from acquisitions of 4%. Diluted earnings per share (EPS) from continuing operations on an adjusted basis for the year ended December 31, 2014, was $4.54, an increase of 10% over an adjusted EPS of $4.14 in the prior year. Adjusted EPS excludes discrete tax benefits of $0.07 EPS as compared to $0.43 EPS in the prior year, as well as $0.02 of other one-time gains recognized in the prior year. Fully diluted EPS from continuing operations, which includes the tax benefits, was $4.61, essentially flat compared to $4.60 EPS in the prior year.
In the first quarter of 2014, we announced the realignment of our businesses into a new segment structure, consisting of four segments Energy, Engineered Systems, Fluids, and Refrigeration & Food Equipment organized around our key end markets to better focus on growth strategies. Also, in the first quarter of 2014, we completed the spin-off of Knowles Corporation to our shareholders.
We continued to execute our acquisition strategy, acquiring a total of seven businesses in 2014 for a total net consideration of $802 million, to complement and expand upon existing operations across all four segments.
We continued to repurchase our shares in 2014, repurchasing approximately 7.5 million shares of our common stock for an aggregate cost of $601 million. In addition, we increased our dividend 7% in 2014, marking the 59th consecutive year of dividend increases. Dover has the fourth longest record of consecutive annual dividend increases of all listed companies, as reported by Mergents Dividend Achievers.
Operationally we continued to focus on lean and productivity initiatives across the organization and in the fourth quarter restructured many of our businesses to be better positioned for continued growth and margin expansion.
Key Features of Executive Compensation
Our compensation program for executive officers is designed to emphasize performance-based compensation. Fixed compensation elements, such as salary, although essential to a competitive compensation program, are not the focal point of our program. The majority of our named executive officers (NEO) compensation is at risk, which means that it varies year to year depending on factors such as earnings per share, earnings before interest and taxes, revenue or the internal total shareholder return (iTSR) of an NEOs business unit, our actual stock price performance and relative total shareholder return (TSR) versus that of our peers. We believe these financial metrics are clearly linked to the creation of shareholder value.
Highlights of our executive compensation program include:
DOVER CORPORATION 2015 Proxy Statement 3
PROXY SUMMARY
The charts below reflect the target pay mix of our Chief Executive Officer and the average of our other NEOs.
DOVER CORPORATION 2015 Proxy Statement 4
DOVER CORPORATION 2015 Proxy Statement 5
GENERAL INFORMATION ABOUT THE MEETING
We are providing this Proxy Statement to our shareholders in connection with the solicitation of proxies by the Board of Directors (the Board) for use at the Meeting. We are mailing this Notice of Meeting and Proxy Statement beginning on or about March 26, 2015.
Record Date
The record date for determining shareholders eligible to vote at the Meeting is March 13, 2015. As of the close of business on that date, we had outstanding 160,348,777 shares of common stock. Each share of common stock is entitled to one vote on each matter.
Electronic Delivery of Proxy Materials
Shareholders of Record; Beneficial Owners
Vote Required; Abstentions and Broker Non-Votes; Quorum
GENERAL INFORMATION ABOUT THE MEETING
Voting Procedures
Revoking Your Proxy/Changing Your Voting Instructions
Shareholders Sharing the Same Address
DOVER CORPORATION 2015 Proxy Statement 6
GENERAL INFORMATION ABOUT THE MEETING
Proxy Solicitation Costs
DOVER CORPORATION 2015 Proxy Statement 7
We are committed to good corporate governance. Our Board periodically reviews our corporate governance practices and takes other actions to address changes In regulatory requirements, developments in governance best practices and matters raised by shareholders. The following describes some of the actions taken to help ensure that our conduct earns the respect and trust of shareholders, customers, business partners, employees and the communities in which we live and work.
Independent Chair/Directors |
We have an independent Chairman, and 11 of 12 of our director nominees are independent. | |
Director Elections |
We do not have a staggered board; all of our directors are elected annually by our shareholders.
Our directors must receive a majority of the votes cast in uncontested elections to be elected.
We have a director resignation policy that requires a current director to tender his or her resignation to the Board if he or she does not receive a majority of the votes cast. The Governance and Nominating Committee will recommend to the full Board whether to accept the resignation or whether to take other action. | |
Special Shareholder Meetings | We amended our by-laws to provide that shareholders who hold 25% or more of our outstanding stock may call a special meeting of shareholders. | |
Elimination of Supermajority Provisions | We amended our certificate of incorporation to eliminate the supermajority voting provision applicable to business combinations with related persons. | |
Shareholder Rights Plans |
We do not currently have a shareholder rights plan, also known as a poison pill. | |
Related Party Transactions |
We have adopted a related person transactions policy that requires the Governance and Nominating Committee to review and approve related party transactions. |
Board Leadership Structure and Risk Oversight
DOVER CORPORATION 2015 Proxy Statement 8
CORPORATE GOVERNANCE
Majority Standard for Election of Directors
DOVER CORPORATION 2015 Proxy Statement 9
CORPORATE GOVERNANCE
Our Board has three standing committees the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. The table below sets forth a summary of our committee structure and membership information.
Director | Audit Committee |
Compensation Committee |
Governance and | |||
Robert W. Cremin |
ü | ü | ||||
Jean-Pierre M. Ergas |
ü | ü (Chair) | ||||
Peter T. Francis |
ü | |||||
Kristiane C. Graham |
ü | ü | ||||
Michael F. Johnston |
ü | |||||
Robert A. Livingston |
||||||
Richard K. Lochridge |
ü (Chair) | |||||
Bernard G. Rethore |
ü | |||||
Michael B. Stubbs |
ü | |||||
Stephen M. Todd |
ü | |||||
Stephen K. Wagner |
ü | ü | ||||
Mary A. Winston |
ü (Chair) | |||||
Meetings in 2014
|
8 | 6 | 4 |
Audit Committee
DOVER CORPORATION 2015 Proxy Statement 10
CORPORATE GOVERNANCE
Compensation Committee
Governance and Nominating Committee
Governance Guidelines and Code of Ethics
Directors Meetings; Attendance; Self-evaluations
DOVER CORPORATION 2015 Proxy Statement 11
CORPORATE GOVERNANCE
Complaints Hotline; Communication with Directors
Procedures for Approval of Related Person Transactions
Compensation Consultant Independence and Fee Disclosure
DOVER CORPORATION 2015 Proxy Statement 12
CORPORATE GOVERNANCE
Qualifications and Nominations of Directors
Criteria for Director Nominees
Nomination Process
DOVER CORPORATION 2015 Proxy Statement 13
CORPORATE GOVERNANCE
Our non-employee directors receive annual compensation in an amount our Board sets from time to time. The directors annual compensation is payable partly in cash and partly in common stock in an allocation our Board may adjust from time to time. If any director serves for less than a full calendar year, the compensation to be paid to that director for the year will be pro-rated as deemed appropriate by the Compensation Committee.
For 2014, non-employee director compensation was as follows:
| Annual retainer of $240,000, payable 50% in common stock and 50% in cash; |
| Audit Committee chair additional annual cash retainer of $15,000; |
| Compensation Committee chair and Nominating and Governance Committee chair additional annual cash retainer of $10,000; and |
| Board Chairman additional annual retainer of $150,000, payable $125,000 in cash and $25,000 in stock. |
Under Dovers 2012 Equity and Cash Incentive Plan (the 2012 Plan), each non-employee director could elect to defer the receipt of 0%, 50%, or 100% of the equity compensation payable in 2014 until termination of services as a non-employee director. Shares deferred were converted into deferred stock units representing the right to receive one share of our common stock at the end of the deferral period. Dividend equivalents are credited on deferred stock units and will be distributed in cash at the time that shares are distributed in settlement of deferred stock units. Messrs. Francis, Johnston, Lochridge, Todd and Wagner and Ms. Graham elected to defer receipt of their 2014 equity compensation and received deferred stock units.
The table below sets forth the compensation paid to our directors (other than Mr. Livingston) for services in 2014.
Name | Fees Earned or Paid in Cash ($)(1) |
Stock Awards ($)(2) |
Total ($) | |||||||||
David H. Benson (3) |
60,000 | 60,000 | 120,000 | |||||||||
Robert W. Cremin |
245,000 | 145,000 | 390,000 | |||||||||
Jean-Pierre M. Ergas |
130,000 | 120,000 | 250,000 | |||||||||
Peter T. Francis |
120,000 | 120,000 | 240,000 | |||||||||
Kristiane C. Graham |
120,000 | 120,000 | 240,000 | |||||||||
Michael F. Johnston |
120,000 | 120,000 | 240,000 | |||||||||
Richard K. Lochridge |
130,000 | 120,000 | 250,000 | |||||||||
Bernard G. Rethore |
120,000 | 120,000 | 240,000 | |||||||||
Michael B. Stubbs |
120,000 | 120,000 | 240,000 | |||||||||
Stephen M. Todd |
120,000 | 120,000 | 240,000 | |||||||||
Stephen K. Wagner |
120,000 | 120,000 | 240,000 | |||||||||
Mary A. Winston |
135,000 | 120,000 | 255,000 |
(1) | Amounts include the standard annual cash retainer, the Chairmans additional cash retainer and the additional annual cash retainer for committee chairs. Mr. Livingston does not appear on this table because he is a management director and does not receive any additional compensation for his service as a director. |
(2) | On November 17, 2014, each of Messrs. Ergas, Rethore and Stubbs and Ms. Winston received 1,484 shares of common stock with an aggregate grant date fair market value of $120,000. Mr. Cremin received 1,793 shares of common stock with an aggregate grant date fair market value of $145,000. Messrs. Francis, Johnston, Lochridge, Todd and Wagner and Ms. Graham each received 1,484 deferred stock units. |
(3) | Mr. Benson did not stand for re-election at the Annual Shareholders Meeting held on May 1, 2014; amounts represent pro rata payment for his service as a director until May 1, 2014. |
DOVER CORPORATION 2015 Proxy Statement 14
CORPORATE GOVERNANCE
PROPOSAL 1 ELECTION OF DIRECTORS
There are twelve nominees for election to our Board at this Meeting, each to serve until the next annual meeting of shareholders or his or her earlier removal, resignation or retirement. All of the 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 for good cause to serve as a director before the 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.
|
Robert W. Cremin
| |
Independent Director Nominee | ||
Age: 74 | ||
Director since 2005 | ||
Committees Served: Compensation, Governance and Nominating |
Business Experience: Chairman of the Board of Dover (since 2009); and retired President (from 1997 to 2009) and CEO (from 1999 to 2009) of Esterline Technologies Corporation, a manufacturer of aerospace and defense products.
Other Board Experience: Director of Premera Blue Cross; the Pacific Northwest Ballet; Achilles International; and Knowles Corporation. Former Chairman and Director of Esterline Technologies Corporation.
Skills and Qualifications: Mr. Cremins experience makes him a valuable contributor to the Board and advisor to our CEO on matters involving business strategy, capital allocation, acquisition and divestiture opportunities, and the industrial markets. His experience as Chairman, President and CEO of Esterline allowed him to develop many skills that have contributed and will continue to contribute to the effective functioning of our Board. Under Mr. Cremins leadership, Esterline pursued a strategy that enabled it to grow its sales more than tenfold, in part by shedding non-core businesses, focusing on the markets it knew best, significantly expanding its investments in research and development, and cultivating a culture focused on lean manufacturing and velocity. In addition, his technical expertise and background in engineering contribute to the Boards understanding and consideration of opportunities involving Dover companies and the markets they serve. Mr. Cremin has an MBA from Harvard University. He was appointed by the Queen of England to the Most Excellent Order of the British Empire (MBE) in November 2014.
|
Jean-Pierre M. Ergas
| |
Independent Director Nominee | ||
Age: 75 | ||
Director since 1994 | ||
Committees Served: Compensation, Governance and Nominating (Chair) |
Business Experience: Managing Partner of Ergas Ventures, LLC (since 2010); and former CEO of BWAY Corporation, a steel and plastic container manufacturer (from 2000 to 2007).
Other Board Experience: Director of Plastic Omnium; Chairman and Director of Knowles Corporation.
Skills and Qualifications: Mr. Ergas brings to the Board substantial international management experience as a former CEO and Chairman of five companies in the U.S. and Europe, including BWAY Corporation, American National Can Company, Cedegur Pechiney, Cebal S.A. and Alcan Europe, and senior executive at Pechiney S.A. and Alcan Aluminum Limited. As CEO of American National Can, he led the successful integration of American
DOVER CORPORATION 2015 Proxy Statement 15
CORPORATE GOVERNANCE
National Can into its new French parent, Pechiney S.A., a global packaging and aluminum company, following its acquisition by Pechiney in a $3.5 billion deal completed in 1988. He was credited for managing the integration in a manner that avoided pitfalls common to cross-border acquisitions. He was also credited with increasing productivity and operating profits. As Chairman and CEO of BWAY Corporation for ten years, Mr. Ergas was instrumental in more than tripling its shareholder value. Drawing on his background, knowledge and experience managing all aspects of international businesses, including privatizations, acquisitions, cross-border transactions, post-merger integrations, productivity and performance initiatives, Mr. Ergas provides important advice to our CEO and contributes significantly to the Boards oversight of matters involving Dovers continued expansion into international markets, business development and corporate strategies, as well as acquisition and divestiture activities. Mr. Ergas holds an MBA from Harvard University.
|
Peter T. Francis
| |
Independent Director Nominee | ||
Age: 62 | ||
Director since 2007 | ||
Committee Served: Compensation |
Business Experience: Managing Member of Mukilteo Investment Management Company, responsible for investments in gas royalty and real estate partnerships, private equity funds, leveraged buyouts and stock portfolios; former President and Chief Executive Officer of J.M. Huber Corporation, a privately-held, diversified company focused on engineered materials, natural resources and technology-based services (from 1994 to 2009).
Other Board Experience: Former Chairman and Director J.M. Huber Corporation.
Skills and Qualifications: The responsibilities of Mr. Francis as an investment manager require him to make regular business and investment decisions across a wide range of industries, an important perspective that he brings to the Board. He also contributes valuable perspectives on governance practices and change management informed in part by his role as a Faculty member at the Stanford University Graduate School of Business, where he teaches courses on business transition planning. His experience as Chairman, President and CEO for over 16 years of an international manufacturing conglomerate with locations in over 25 countries enables him to provide valuable input to the Board and our CEO on matters relating to: portfolio structuring; industrial manufacturing; management oversight, executive compensation, performance evaluation and succession planning; and Board governance and composition. As Chairman of the Board of J.M. Huber Corporation, Mr. Francis led the design of board processes, the implementation of individual board member evaluations, and the development of the audit, nominating, management and compensation, environmental and finance committee charters. As President and CEO, Mr. Francis entirely redesigned J.M. Hubers strategy and restructured its portfolio with over 25 divestitures and 100 acquisitions. Mr. Francis has also lived or worked outside the United States for more than eight years and brings an international perspective to the Board. Mr. Francis has an MBA from Stanford University.
|
Kristiane C. Graham
| |
Independent Director Nominee | ||
Age: 57 | ||
Director since 1999 | ||
Committees Served: Compensation, Governance and Nominating |
Business Experience: Private Investor.
Skills and Qualifications: Ms. Grahams 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,
DOVER CORPORATION 2015 Proxy Statement 16
CORPORATE GOVERNANCE
makes her a good surrogate for our individual and retail investors. Ms. Graham also has past experience with a commercial bank, primarily as a loan officer. She founded and operated an advisory company and a publication regarding international thoroughbred racing and now co-manages her familys investments. During her time on the Board, she has devoted substantial time to monitoring the development of Dover operating company leaders, enabling her to provide the Board valuable insights regarding management succession. As a member of one of the founding families of Dover, Ms. Graham also brings to the Board a sense of Dovers historical values, culture and strategic vision which the Board believes is beneficial as it considers various strategic planning alternatives for shaping Dovers future.
|
Michael F. Johnston
| |
Independent Director Nominee | ||
Age: 67 | ||
Director since 2013 | ||
Committee Served: Audit |
Business Experience: Former CEO (from 2004 to 2008) and President and Chief Operating Officer (COO) (from 2000 to 2004) of Visteon Corporation, an automotive components supplier; former President of North America/Asia Pacific, Automotive Systems Group (from 1999 to 2000), President of Americas Automotive Group (from 1997 to 1999), and other senior management positions at Johnson Controls, Inc., an automotive and building services company. In May 2009, Visteon filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Other Board Experience: Director of Armstrong World Industries and Whirlpool Corporation. Former Chairman and Director of Visteon Corporation. Former Director of Flowserve Corporation.
Skills and Qualifications: Mr. Johnston brings to the Board industry insight, financial expertise and leadership experience garnered from his 17 years on the boards of global companies. During his career, he has served as CEO of an $18 billion global manufacturer, and has been a lead Director and Chairman of other major public companies. Mr. Johnston also brings valuable corporate governance perspectives from his prior board service, while his operations experience has helped him gain knowledge and a deep understanding in manufacturing, design, innovation, engineering, accounting and finance and capital structure. In addition, he has nearly 20 years of experience in building businesses in emerging economies. Mr. Johnston holds a bachelors degree in industrial management from the University of Massachusetts and an MBA from Michigan State University.
|
Robert A. Livingston
| |
Age: 61 | ||
Director since 2008 | ||
Committee Served: None |
Business Experience: President and CEO (since 2008), COO (2008) and Vice President (from 2007 to 2008) of Dover; former President and CEO of Dover Engineered Systems, Inc. (from 2007 to 2008); former President and CEO of Dover Electronics, Inc. (from 2004 to 2007); and former President of Vectron International, Inc. (2004).
Skills and Qualifications: Mr. Livingston is Dovers current CEO and the Board believes it is desirable to have on the Board one active management representative to facilitate its access to timely and relevant information and its oversight of managements long-term strategy, planning and performance. Mr. Livingston brings to the Board considerable management experience and a deep understanding of Dovers companies, history and operating model which he gained during more than 29 years in management positions at Dover companies, including 10 years in operating company positions in finance, general management and as President, and 14 years in senior management positions at three Dover segments, including four years as segment CEO. His background in finance, his experience in all aspects of management, including manufacturing operations, acquisitions,
DOVER CORPORATION 2015 Proxy Statement 17
CORPORATE GOVERNANCE
divestitures, restructurings and integrations, and his passion for leadership development enable him to give valuable input to the Board in matters involving business strategy, capital allocation, transactions and succession planning.
|
Richard K. Lochridge
| |
Independent Director Nominee | ||
Age: 71 | ||
Director since 1999 | ||
Committee Served: Compensation (Chair) |
Business Experience: Retired President of Lochridge & Company, Inc., a management consulting firm.
Other Board Experience: Director of The Lowes Company, Inc.; PETsMART Inc.; and Knowles Corporation.
Skills and Qualifications: Mr. Lochridges experience in management consulting makes him a valuable contributor to the Board and advisor to our CEO as an expert on strategic planning, management styles, succession planning and similar matters. He worked many years with a major consulting company where a majority of his experience was with non-U.S. companies or covering international or global markets, and where he was for a time in charge of all international offices. In addition, over a period of 29 years, Mr. Lochridge has served on the boards of seven public companies, including the two on which he currently serves. On these boards, he has at various times served as non-executive chair and chair of the audit, finance and compensation committees. His consulting work has enabled him to work closely with the boards and senior management of many public companies on complex and important transactions and projects in global arenas, giving him experience and insight that are beneficial to Dover.
|
Bernard G. Rethore
| |
Independent Director Nominee | ||
Age: 73 | ||
Director since 2001 | ||
Committee Served: Audit |
Business Experience: Former CEO (from 1997 to 1999) and President (from 1998 to 1999) of Flowserve Corporation, a global industrial pump, seal and valve company.
Other Board Experience: Chairman of the Board Emeritus and former Chairman of Flowserve Corporation. Director of Mueller Water Products, Inc. and Walter Energy, Inc. Former Director of Belden, Inc. and Maytag Corporation.
Skills and Qualifications: Mr. Rethore brings to the Board valuable experience and expertise based on his more than 30 years in general management of diversified manufacturing companies conducting business in the U.S., Europe, Latin America and Asia in many of the markets and product areas relevant to Dovers businesses. Mr. Rethore served as Chairman and CEO of Flowserve Corporation and, prior thereto, of BW/IP, Inc., two publicly traded, multi-national manufacturing companies in the flow control arena. He was also President of Phelps Dodge Industries and a Senior Vice President and member of the Senior Management Committee of Phelps Dodge Corporation. Mr. Rethore also has a considerable board/governance background, having served as a director or trustee for a number of public companies as well as educational and not-for-profit institutions. In 2008, he was named an Outstanding Director by the Financial Times (FT) Outstanding Directors Exchange. In 2012, Mr. Rethore was designated a Board Leadership Fellow by the National Association of Corporate Directors (NACD). Mr. Rethores extensive management experience makes him a valuable contributor to the Board and advisor to our CEO on matters involving business strategy, capital allocation, and acquisition and divestiture opportunities. He has an MBA with a major in Accounting from the Wharton School, where he was a Joseph P. Wharton Scholar and Fellow.
DOVER CORPORATION 2015 Proxy Statement 18
CORPORATE GOVERNANCE
|
Michael B. Stubbs
| |
Independent Director Nominee | ||
Age: 66 | ||
Director since 1999 | ||
Committee Served: Audit |
Business Experience: Managing Member (from 1995 to present) of S.O.G. Investors, LLC, (consultant and investor in oil and gas, public and private equity, and real estate); former Director (from 1981 to 2009) and Audit Committee member of Moore-Handley, Inc. (wholesale hardware distributor); Director (from 1989 to 1995) and Chair of the Board (from 1991 to 1995) of Petroleum Communications, Inc. (communications services provider to the offshore energy industry); Co-founder, Director (from 1984 to 1996) and President (from 1984 to 1992) of Lyon, Stubbs & Tompkins, Inc. (SEC registered investment advisor); Director and member of the Executive Committee (from 1973 to 1982) of Ivy Corporation (construction materials).
Other Board Experience: Former director of Moore-Handley, Inc.
Skills and Qualifications: Mr. Stubbss financial expertise, based on his extensive experience in the finance and investment professions, makes him a valuable asset to the Board in its financial oversight function and strategic planning. Mr. Stubbs has spent his entire professional career in finance, including working in mergers and acquisitions for a public company, having been a principal in several leveraged buyouts, and as a founder/principal of an SEC registered investment advisor. Mr. Stubbs has also served as Chief Financial Officer, President and Chair of various private companies. Like Ms. Grahams, Mr. Stubbss family is one of the founding families of Dover. He brings to the Board extensive familiarity and experience with the founding principles, general business strategy and culture of Dover.
|
Stephen M. Todd
| |
Independent Director Nominee | ||
Age: 66 | ||
Director since 2010 | ||
Committee Served: Audit |
Business Experience: Independent Consultant (since 2010); former Global Vice Chairman (from 2003 to 2010) of Assurance Professional Practice of Ernst & Young Global Limited, London, UK, an assurance, tax, transaction and advisory services firm; and prior thereto, various positions with Ernst & Young (since 1971).
Other Board Experience: Member of the Board of Trustees of PNC Funds and PNC Advantage Funds (registered management investment companies).
Skills and Qualifications: Mr. Todds experience in the accounting profession makes him a valuable resource for the Board and Audit Committee. Mr. Todd brings to the Board significant financial experience in both domestic and international business following a 40-year career at Ernst & Young where he specialized in assurance and audit. His experience, especially his years as Global Vice Chairman of Ernst & Young Global Limiteds Assurance Professional Practice and as audit partner for several multinational companies, gives him unique insights into accounting and financial issues relevant to multinational companies like Dover, and he brings the perspective of an outside auditor to the Audit Committee.
DOVER CORPORATION 2015 Proxy Statement 19
CORPORATE GOVERNANCE
|
Stephen K. Wagner
| |
Independent Director Nominee | ||
Age: 67 | ||
Director since 2010 | ||
Committees Served: Audit, Governance and Nominating |
Business Experience: Independent Consultant (since 2011); former Senior Advisor, Center for Corporate Governance, of Deloitte & Touche LLP, an audit, financial advisory, tax and consulting firm (from 2009 to 2011); Managing Partner, Center for Corporate Governance, of Deloitte (from 2005 to 2009); Deputy Managing Partner, Innovation, Audit and Enterprise Risk, United States, of Deloitte (from 2002 to 2007); and Co-Leader, Sarbanes-Oxley Services, of Deloitte (from 2002 to 2005).
Skills and Qualifications: Mr. Wagners over 30 years of experience in accounting make him a valuable resource for the Board and the Audit Committee. His work with Sarbanes-Oxley and other corporate governance regulations, including his years as Managing Partner at Deloitte & Touches Center for Corporate Governance, makes him well suited to advise the Board on financial, auditing and finance-related corporate governance matters. He brings to the Board an outside auditors perspective on matters involving audit committee procedures, internal control and accounting and financial reporting matters.
|
Mary A. Winston
| |
Independent Director Nominee | ||
Age: 53 | ||
Director since 2005 | ||
Committee Served: Audit (Chair) |
Business Experience: Executive Vice President and Chief Financial Officer (CFO) of Family Dollar Stores, Inc., a general merchandise retailer (since 2012); former Senior Vice President and CFO of Giant Eagle, Inc., a grocery and fuel retailer (from 2008 to 2012); former President of Winsco Financial LLC, a financial and strategic consulting firm (from 2007 to 2008); and former Executive Vice President and CFO of Scholastic Corporation, a childrens publishing and media company (from 2004 to 2007).
Other Board Experience: Director, Audit Committee Member (from 2008 to present) and Nominating & Corporate Governance Committee Member (from 2014 to present) of Plexus Corporation.
Skills and Qualifications: Ms. Winston brings to the Board valuable experience and expertise based on her years of financial management and leadership experience. Ms. Winston, who started her career as a CPA with a large global public accounting firm, has extensive experience with financial and accounting matters for large public companies. She serves as Chief Financial Officer of Family Dollar Stores, Inc. and previously served as Chief Financial Officer of Giant Eagle, Inc. and Scholastic, Inc. Ms. Winston also held various senior executive positions in the finance departments of Visteon Corporation and Pfizer, Inc. Ms. Winstons background and experience make her a valuable contributor to the Board on matters involving audit committee procedures, financial analysis, internal control, and accounting and financial reporting matters.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.
DOVER CORPORATION 2015 Proxy Statement 20
CORPORATE GOVERNANCE
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership, as of March 13, 2015 (except as otherwise stated), of our common stock by the following:
| Each director and each of our executive officers named in Executive Compensation Summary Compensation Table; |
| All of the directors and executive officers as a group including the NEOs; and |
| Each person known to us to own beneficially more than 5% of our outstanding common stock. |
The beneficial ownership set forth in the table is determined in accordance with the rules of the SEC. The percentage of beneficial ownership is based on 160,348,777 shares of common stock outstanding on March 13, 2015. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power as to all shares beneficially owned.
Name of Beneficial Owner | Number of Shares(1) |
Percentage(1) | ||||||
Directors (except Mr. Livingston): |
||||||||
Robert W. Cremin |
15,762 | (2) | * | |||||
Jean-Pierre M. Ergas |
44,805 | * | ||||||
Peter T. Francis |
15,796 | (3) | * | |||||
Kristiane C. Graham |
644,874 | (4) | * | |||||
Michael F. Johnston |
2,657 | (5) | * | |||||
Richard K. Lochridge |
14,673 | (6) | * | |||||
Bernard G. Rethore |
12,828 | (7) | * | |||||
Michael B. Stubbs |
274,833 | (8) | * | |||||
Stephen M. Todd |
10,799 | (9) | * | |||||
Stephen K. Wagner |
6,799 | (10) | * | |||||
Mary A. Winston |
12,470 | * | ||||||
NEOs: |
||||||||
Brad M. Cerepak |
154,492 | (11) | * | |||||
C. Anderson Fincher |
133,478 | (12) | * | |||||
William C. Johnson |
84,288 | (13) | * | |||||
Robert A. Livingston |
1,250,797 | (14) | * | |||||
William W. Spurgeon, Jr. |
155,063 | (15) | * | |||||
Directors and executive officers as a group (25 persons) |
3,451,163 | (16) | 2.1 | % | ||||
5% beneficial owners: |
||||||||
BlackRock, Inc. |
10,371,225 | (17) | 6.5 | % | ||||
Harris Associates Inc. |
8,447,873 | (18) | 5.3 | % | ||||
State Street Corporation |
9,649,609 | (19) | 6.0 | % | ||||
The Vanguard Group |
9,731,639 | (20) | 6.1 | % |
* Less than one percent.
DOVER CORPORATION 2015 Proxy Statement 21
CORPORATE GOVERNANCE
(1) | In computing the number of shares beneficially owned by any shareholder and the percentage ownership of such shareholder, shares of common stock subject to options or SSARs held by that person that are currently exercisable or exercisable within 60 days of March 13, 2015 have been included. Such shares, however, are not deemed to be outstanding for purposes of computing the percentage ownership of any other person. Fractional shares held in each of the NEOs 401(k) accounts as well as the 401(k) accounts of the other executive officers of Dover and fractional shares acquired through dividend reinvestment have been rounded down. All equity awards, including deferred stock units, outstanding as of February 28, 2014 have been adjusted as a result of the spin-off of Knowles Corporation. |
(2) | Represents shares held by a trust of which Mr. Cremin is the trustee. |
(3) | Includes 2,821 deferred stock units which will be payable in an equal number of shares of common stock at the time Mr. Francis departs from the Board. |
(4) | Includes 35,000 shares pledged to a bank as collateral for a line of credit, 217,559 shares held by foundations of which Ms. Graham is a director and in which she disclaims any beneficial ownership, 11,116 shares held in various trusts of which she is a co-trustee sharing voting and investment powers and in which she disclaims any beneficial ownership, 2,460 shares held by her minor children to which Ms. Graham disclaims any beneficial ownership and 2,821 deferred stock units which will be payable in an equal number of shares of common stock at the time Ms. Graham departs from the Board. |
(5) | Represents deferred stock units which will be payable in an equal number of shares of common stock at the time Mr. Johnston departs from the Board. |
(6) | Represents 8,886 shares held by a trust of which Mr. Lochridge is the trustee, 2,966 shares held in a ROTH IRA held by a trust owned by Mr. Lochridge and 2,821 deferred stock units which will be payable in an equal number of shares of common stock at the time Mr. Lochridge departs from the Board. |
(7) | Represents shares held by a trust of which Mr. Rethore is the trustee. |
(8) | Includes 1,000 shares held by his spouse as to which Mr. Stubbs disclaims beneficial ownership and 20,972 shares held by a trust of which Mr. Stubbs is a co-trustee and various members of his immediate family are beneficiaries as to which Mr. Stubbs disclaims beneficial ownership; excludes 941,878 shares held by trusts of which Mr. Stubbs is a beneficiary. |
(9) | Includes 2,821 deferred stock units which will be payable in an equal number of shares of common stock at the time Mr. Todd departs from the Board. |
(10) | Includes 2,821 deferred stock units which will be payable in an equal number of shares of common stock at the Mr. Wagner departs from the Board. |
(11) | Includes 143,435 shares in respect of SSARs and 1,299 shares held in our 401(k) plan; excludes 45,389 shares of restricted stock that vest on February 10, 2016 as to which Mr. Cerepak does not have voting rights during the restricted period. |
(12) | Includes 111,654 shares in respect of SSARs and 1,605 shares held in our 401(k) plan. |
(13) | Includes 81,560 shares in respect of SSARs and 347 shares held in our 401(k) plan. |
(14) | Includes 1,104,876 shares in respect of SSARs and 16,342 shares held in our 401(k) plan. |
(15) | Includes 109,545 shares in respect of SSARs and 9,276 shares held in our 401(k) plan. |
(16) | Includes 2,075,553 shares in respect of SSARs and 46,285 shares held by officers in our 401(k) plan. |
(17) | Based on information contained in a Schedule 13G filed with the SEC on February 6, 2015 by BlackRock, Inc. with respect to beneficial ownership of Dover common stock as of December 31, 2014. BlackRock, Inc.s offices are located at 40 East 52nd Street, New York, NY 10022. |
(18) | Based on information contained in a Schedule 13G filed with the SEC on February 12, 2015 by Harris Associates L.P. (Harris) and Harris Associates Inc., as Harris general partner, with respect to beneficial ownership of Dover common stock as of December 31, 2014. The address of Harris and its general partner is 111 S. Wacker Drive, Suite 4600, Chicago, IL 60606. |
(19) | Based on information contained in a Schedule 13G filed with the SEC on February 12, 2015 by State Street Corporation with respect to beneficial ownership of Dover common stock as of December 31, 2014. State Street Corporations offices are located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. |
(20) | Based on information contained in a Schedule 13G/A filed with the SEC on February 10, 2015 by The Vanguard Group with respect to beneficial ownership of Dover common stock as of December 31, 2014. The Vanguard Groups address is 100 Vanguard Blvd., Malvem, PA 19355. |
DOVER CORPORATION 2015 Proxy Statement 22
CORPORATE GOVERNANCE
Stock Ownership Guidelines
Our Board has adopted a policy that directors are expected to hold at any time a number of shares at least equal to the aggregate number of shares they received as the stock portion of their annual retainer during the past five years, net of an assumed 30% tax rate.
Executive officers are expected to hold a number of shares with a value at least equal to a multiple of their annual salary. For a discussion of the executive officer share ownership guidelines, see Executive Compensation Compensation Discussion and Analysis Other Compensation Programs and Policies.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) requires that our directors and certain of our officers file reports of ownership and changes of ownership of our common stock with the SEC and the NYSE. Based solely on copies of such reports provided to us, we believe that all directors and officers filed on a timely basis all such reports required of them with respect to stock ownership and changes in ownership during 2014.
DOVER CORPORATION 2015 Proxy Statement 23
PROPOSAL 2 | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
DOVER CORPORATION 2015 Proxy Statement 24
AUDITOR INFORMATION
Fees Paid to Independent Registered Public Accounting Firm
DOVER CORPORATION 2015 Proxy Statement 25
AUDITOR INFORMATION
Pre-Approval of Services Provided by Independent Registered Public Accounting Firm
DOVER CORPORATION 2015 Proxy Statement 26
Compensation Discussion and Analysis
Dear Dover Shareholders:
The executive compensation programs at Dover are designed to attract and retain top tier talent and align their interests with those of our shareholders.
When making executive pay decisions, we consider both annual financial performance and the long-term success of Dover. We ensure our compensation levels and programs are competitive, while being consistent with market practices. We also ensure that compensation awards recognize the performance and contributions of each executive.
Thank you for being a Dover Shareholder and we are pleased to share the results of a successful year of financial and strategic performance.
Sincerely,
Richard K. Lochridge (Chair), Robert W. Cremin, Jean-Pierre M. Ergas, Peter T. Francis, Kristiane C. Graham
Introduction and Executive Summary
DOVER CORPORATION 2015 Proxy Statement 27
EXECUTIVE COMPENSATION
Shading represents Dovers positioning based upon continuing operations.
We use earnings before interest, taxes, depreciation and amortization (EBITDA) to analyze and compare profitability between companies and industries because it eliminates the effects of financing and accounting decisions. EPS is used to measure profitability and EBITDA margin to measure revenue relative to cash expenses.
See Companies We Use for Comparison for full list of peers.
DOVER CORPORATION 2015 Proxy Statement 28
EXECUTIVE COMPENSATION
Performance and Compensation Alignment
DOVER CORPORATION 2015 Proxy Statement 29
EXECUTIVE COMPENSATION
The following charts demonstrate the variability of our incentive payouts over time consistent with our pay for performance philosophy:
DOVER CORPORATION 2015 Proxy Statement 30
EXECUTIVE COMPENSATION
Dovers Program Alignment with Leading Compensation Governance Practices
Yes | No | |||
ü The majority of NEO pay is performance based (74% for the CEO; 65% for the other NEOs)
ü The majority of NEO pay is tied to Dover stock performance (75% for the CEO; 50% for the other NEOs)
ü Starting in 2014, all long-term incentives are paid in stock, not cash
ü Executives must hold significant amounts of Dover stock: five-times salary for the CEO, three-times for other NEOs
ü All long-term incentives are earned or vest over three years
ü Change in control (CIC) provisions require double trigger. Effective 2016, executive CIC provisions are reduced
ü Executives participate in benefit and employee programs on the same basis as other Dover employees
ü Clawback provisions are included in the Pension Replacement Plan (PRP), severance plan, and the CIC severance plan. Clawback provisions are set to take effect in our long-term incentive plan once the SEC issues its guidance
ü The compensation committee retains its own independent consultant. The consultant performs no other services for Dover
ü Dover share re-purchases mitigate the dilutive effects of Dovers stock compensation programs
ü Each year, Dover contacts the Top 20 shareholders to seek their feedback on Dovers executive compensation programs |
û No employment contracts
û No tax gross ups
û No SSARs repricing, reloads or exchanges
û No SSARs granted below fair market value
û No hedging or pledging of Dover securities by executives, including margin loans
û No dividends are paid on performance shares or RSUs during the earning or vesting period. Dividend equivalents are accrued on RSUs, but only paid if the RSUs vest
û No special executive retirement arrangements
û No substantial executive perquisites, nor does the Company own or operate any corporate aircraft. |
DOVER CORPORATION 2015 Proxy Statement 31
EXECUTIVE COMPENSATION
Executive Compensation Process and Program Overview
Guiding Principles for Executive Pay
Pay Mix Philosophy and Compensation Components
DOVER CORPORATION 2015 Proxy Statement 32
EXECUTIVE COMPENSATION
Variable Pay Element | One Year | Three Years | Ten Years | Objectives | ||||
Annual Incentives |
Earnings Revenue Strategic Milestones |
Short Term Annual Goals Profitability Growth Progress on Strategy | ||||||
Performance Shares* |
EBITDA Growth Cash Flow Generation Stock Price |
Medium Term Goals Shareholder Value Creation Profitability Growth | ||||||
Restricted Stock Units* |
Stock Price |
Medium Term Goals Shareholder Alignment Retention | ||||||
Stock Settled Stock* Appreciation Rights |
Stock Price |
Long Term Goals Shareholder Value Creation Retention |
* | See section entitled Long-Term Incentive Plan for vesting details. |
Base Salary
Annual Incentive Plan (AIP) Bonus
DOVER CORPORATION 2015 Proxy Statement 33
EXECUTIVE COMPENSATION
Long-Term Incentive Plan (LTIP)
LTIP Component | Performance Criteria | Purpose | Vesting or Exercise Period | |||
Performance Shares | iTSR | To focus executives on core enterprise value creation
|
Awards are settled in shares at the end of the three-year performance period
| |||
Stock Settled Stock Appreciation Rights |
Market Price of our Common Stock | To focus executives on share price appreciation by linking leverage to increase in stock price
|
SSARs are not exercisable until three years after grant; they remain exercisable for another seven years
| |||
Restricted Stock Units | Market Price of our Common Stock
|
Retention and full alignment with the shareholder experience
|
Awards vest and are settled using shares ratably over three years
|
LTIP Mix
Performance Shares
DOVER CORPORATION 2015 Proxy Statement 34
EXECUTIVE COMPENSATION
No payouts will be made unless iTSR equals or exceeds 6%. The payout to any individual may not exceed 500,000 shares.
DOVER CORPORATION 2015 Proxy Statement 35
EXECUTIVE COMPENSATION
Pre-2014 Performance Shares
Stock Settled Stock Appreciation Rights (SSARs)
Illustration of SSARs Exercise:
Base Price /Exercise Price | $60 | |
Fair Market Value (FMV) on date of exercise |
$80 | |
Number of SSARs Granted |
100 |
Exercise Step | Gain in Value | Total Value after Exercise | Total Shares Awarded post Exercise * | |||
Calculation Formula |
FMV - Ex. Price |
Gain in Value x Number of SSARs |
Total Value ÷ FMV | |||
Result |
$80 - $60 = $20 ($20 per SSAR) |
$20 x 100 = $2,000 |
$2,000 ÷ $80 = 25 |
* | Subject to tax withholding |
Restricted Stock Units (RSUs)
DOVER CORPORATION 2015 Proxy Statement 36
EXECUTIVE COMPENSATION
Cash Performance Program (CPP) (Phasing out)
For a discussion of the 2014 payouts, see Summary Compensation Table later in this Proxy Statement.
DOVER CORPORATION 2015 Proxy Statement 37
EXECUTIVE COMPENSATION
Companies We Use for Comparison
In USD Millions | Financial Considerations | Qualitative Considerations | ||||||||||
Company | 2014 Revenue | 2014 Market Cap(1) |
Industry | >20% Revenues |
Dover- like Structure |
Same Analyst Coverage(2) | ||||||
3M Company |
$31,821 | $105,299 | Industrial Conglomerates |
x | x | x | ||||||
Cameron International Corp. |
$10,381 | $9,905 | Energy Equipment & Services |
x | ||||||||
Corning Inc. |
$9,715 | $29,396 | Electronic Equipment Instruments & Components |
x | ||||||||
Danaher Corporation |
$19,914 | $67,779 | Industrial Conglomerates |
x | x | x | ||||||
Eaton Corporation |
$22,552 | $32,254 | Electrical Equipment |
x | x | x | ||||||
Emerson Electric Co. |
$24,527 | $43,001 | Electrical Equipment |
x | x | x | ||||||
Flowserve Corporation |
$4,878 | $8,094 | Machinery | x | x | |||||||
FMC Technologies Inc. |
$7,943 | $10,956 | Energy Equipment & Services |
x | ||||||||
Illinois Tool Works Inc. |
$14,484 | $37,021 | Machinery | x | x | x | ||||||
Ingersoll-Rand PLC |
$12,891 | $16,849 | Machinery | x | x | x | ||||||
Pall Corporation |
$2,788 | $10,810 | Machinery | x | ||||||||
Parker-Hannifin Corp. |
$13,216 | $19,168 | Machinery | x | x | |||||||
Pentair Limited |
$7,039 | $12,407 | Machinery | x | x | |||||||
Precision Castparts Corp. |
$9,613 | $34,560 | Aerospace & Defense |
|||||||||
Rockwell Automation Inc. |
$6,626 | $15,201 | Electrical Equipment |
x | x | |||||||
Roper Industries Inc. |
$3,549 | $15,640 | Industrial Conglomerates |
x | x | x | ||||||
SPX Corporation |
$4,721 | $3,577 | Machinery | x | x | x | ||||||
Textron Inc. |
$13,878 | $11,631 | Aerospace & Defense |
x | x | |||||||
The Timken Company |
$3,076 | $3,785 | Machinery | x | ||||||||
Weatherford International Limited | $14,911 | $8,862 | Energy Equipment & Services |
x | ||||||||
75th Percentile |
$14,591 | $32,830 | ||||||||||
Median |
$10,048 | $15,421 | ||||||||||
25th Percentile |
$6,189 | $10,584 | ||||||||||
Dover |
$7,753 | $11,691 |
(1) | As of 12/31/2014. |
(2) | Same analyst coverage means company is covered by at least 5 of the analysts that cover Dover. |
DOVER CORPORATION 2015 Proxy Statement 38
EXECUTIVE COMPENSATION
Role of Internal Equity
Measurement of Relative TSR Performance (Pre-2014 Performance Shares)
Performance Share TSR Comparison Group for Awards Made in 2012 and 2013 *
3M Company | FMC Technologies Inc. | Regal Beloit Corp. | ||
Actuant Corp. | Honeywell International Inc. | Rockwell Automation Inc. | ||
AMETEK Inc. | Hubbell Incorporated | Roper Industries Inc. | ||
Amphenol Corp. | IDEX Corporation | Snap-On Inc. | ||
Cameron International Corp. | Illinois Tool Works Inc. | SPX Corporation | ||
Carlisle Companies Inc. | Ingersoll-Rand PLC | Teledyne Technologies Inc. | ||
Corning Inc. | Lennox International Inc. | Textron Inc. | ||
Crane Company | Nordson Corp. | The Timken Company | ||
Danaher Corporation | Pall Corporation | Tyco International Limited | ||
Eaton Corporation | Parker-Hannifin Corp. | United Technologies Corp. | ||
Emerson Electric Co. | Pentair Limited | Vishay Intertechnology Inc. | ||
Flowserve Corporation | Precision Castparts Corp. | Weatherford International Limited |
* Gardner Denver Inc. was included in the peer group for awards made in 2012 but was removed from the group following its acquisition in 2013 by a private equity firm. Thomas & Betts was removed from the group following its acquisition in 2012 by ABB. Tyco International Limited was split into three separate companies in 2012.
Compensation Decision Making
DOVER CORPORATION 2015 Proxy Statement 39
EXECUTIVE COMPENSATION
The process involves four parties: the Committee, the independent directors of the Board, the CEO, and the Committees independent consultant. The roles of each in making compensation decisions are:
Role
|
Responsibilities
| |
Compensation Committee |
Oversee the development and administration of our compensation and benefits policies and programs.
Evaluate and approve the performance of the CEO and each NEO against specified individual objectives.
Review and approve Corporate and Business Segment performance measures, weightings, and goals for the annual and long-term incentive plans.
Formulate the compensation recommendations for our Chief Executive Officer and present to Board of Directors for approval.
Approve all compensation recommendations for direct reports to our Chief Executive Officer.
| |
Board of Directors (excluding management representative) |
Review the performance of our Chief Executive Officer mid-year and following the end of the fiscal year.
Provide vital feedback to our Chief Executive Officer about his performance and opportunities for improvement.
Review the recommendation of the Compensation Committee and, together with the Committee, determine the compensation for our Chief Executive Officer.
| |
Chief Executive Officer |
Recommend to the Committee salaries, annual incentive awards, and long-term incentive awards for his direct reports, including other NEOs.
Provide assessment of each officers performance, the performance of the individuals respective segment or function, and employee retention considerations.
Play no role in matters affecting his own compensation other than providing the independent directors with a written self-assessment of his performance.
| |
Independent Compensation Consultant: Semler Brossy |
Provide the Committee with an evaluation of the market competitiveness of the executive compensation packages and an assessment of pay in relation to performance, input into CEO and other executive pay decisions.
Provide additional input on other compensation related matters at the request of the Committee.
Report directly to the Committee, and the Committee may replace the firm or hire additional consultants at any time.
A representative of the firm attends meetings of the Committee, upon request, and communicates with the Committee chair between meetings.
|
DOVER CORPORATION 2015 Proxy Statement 40
EXECUTIVE COMPENSATION
For 2014 the process was as follows:
2014 NEO Pay Decisions
DOVER CORPORATION 2015 Proxy Statement 41
EXECUTIVE COMPENSATION
NEO | 2014 Targets | 2014 Results | ||||||||||
In $millions | ||||||||||||
Net Income(1) |
Sales | EBIT(2) | Net Income(1) |
Sales | EBIT(2) | |||||||
Dover Corporation Robert A. Livingston Brad M. Cerepak |
812 | 8,174 | N/A | 805 | 8,082 | N/A | ||||||
Dover Engineered Systems C. Anderson Fincher |
812 | 2,733 | 443 | 805 | 2,715 | 426 | ||||||
Dover Refrigeration & Food Equipment William C. Johnson |
812 | 1,946 | 273 | 805 | 1,921 | 239 | ||||||
Dover Fluids William W. Spurgeon, Jr. |
812 | 1,427 | 253 | 805 | 1,431 | 252 |
(1) | Net Income target and results include the impact of any acquisitions during 2014. In addition, also included are the results from Datamax-ONeil and Sargent Aerospace which were placed in Discontinued Operations at the end of 2014. |
(2) | EBIT refers to earnings before interest and taxes. |
DOVER CORPORATION 2015 Proxy Statement 42
EXECUTIVE COMPENSATION
NEO | Annual Bonus in $ | Annual Bonus % of Target | ||||||||||||||||||||||
2012 | 2013 | 2014 | 2012 | 2013 | 2014 | |||||||||||||||||||
Robert A. Livingston |
1,020,000 | 1,175,000 | 1,300,000 | 91% | 100% | 104% | ||||||||||||||||||
Brad M. Cerepak |
580,000 | 860,000 | 660,000 | 101% | 141% | 105% | ||||||||||||||||||
C. Anderson Fincher (1) |
| | 550,000 | | | 110% | ||||||||||||||||||
William C. Johnson (1) |
| | 470,000 | | | 94% | ||||||||||||||||||
William W. Spurgeon, Jr. |
690,000 | 850,000 | 610,000 | 106% | 131% | 94% |
(1) | Messrs. Fincher and Johnson became NEOs with respect to the year 2014 and, therefore, the years 2013 and 2012 are not illustrated. |
Realized Long-Term Performance-Based Compensation
Cash Performance Program
NEO | Cycle Ended: | |||||||||||||||||||||||
CPP Payout in $ | CPP Payout as % of Original Grant | |||||||||||||||||||||||
2012(1) | 2013(1) | 2014 | 2012(1) | 2013(1) | 2014 | |||||||||||||||||||
Robert A. Livingston |
4,251,500 | 2,658,800 | 2,014,680 | 425% | 266% | 168% | ||||||||||||||||||
Brad M. Cerepak |
1,275,000 | 797,640 | 629,588 | 425% | 266% | 168% | ||||||||||||||||||
C. Anderson Fincher (2) |
| | 484,720 | | | 242% | ||||||||||||||||||
William C. Johnson (2) |
| | 622,950 | | | 208% | ||||||||||||||||||
William W. Spurgeon, Jr. |
2,178,000 | 1,500,800 | 1,310,120 | 544% | 375% | 328% |
(1) | CPP payouts in 2012 and 2013 were based on the segment structure in place at that time. |
(2) | Messrs. Fincher and Johnson became NEOs with respect to the year 2014 and, therefore, the years 2013 and 2012 are not illustrated. |
DOVER CORPORATION 2015 Proxy Statement 43
EXECUTIVE COMPENSATION
Performance Shares
Shareholder Outreach
2015 Changes to our Executive Compensation
NEO | 2015 | ||||||||
Salary | Target Bonus | Target LTIP | |||||||
Robert A. Livingston |
$1,000,000 | 125% | $6,500,000 | ||||||
Brad M. Cerepak |
$630,000 | 100% | $1,850,000 | ||||||
C. Anderson Fincher |
$515,000 | 100% | $1,100,000 | ||||||
William C. Johnson |
$515,000 | 100% | $1,100,000 | ||||||
William W. Spurgeon, Jr. |
$650,000 | 100% | $1,100,000 |
For a description of each program, see Elements of Compensation presented earlier in this CD&A.
Other Compensation Programs and Policies
Executive Severance
DOVER CORPORATION 2015 Proxy Statement 44
EXECUTIVE COMPENSATION
DOVER CORPORATION 2015 Proxy Statement 45
EXECUTIVE COMPENSATION
DOVER CORPORATION 2015 Proxy Statement 46
EXECUTIVE COMPENSATION
DOVER CORPORATION 2015 Proxy Statement 47
EXECUTIVE COMPENSATION
We reviewed and discussed with management the Compensation Discussion and Analysis for the year ended December 31, 2014.
Based on the review and discussions referred to above, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in Dovers Annual Report on Form 10-K for the year ended December 31, 2014.
Compensation Committee: | Richard K. Lochridge (Chair) | |
Robert W. Cremin | ||
Jean-Pierre M. Ergas | ||
Peter T. Francis | ||
Kristiane C. Graham |
The Summary Compensation Table and notes show all remuneration for 2014 provided to our NEOs, consisting of the following officers:
| Our President & Chief Executive Officer; |
| Our Senior Vice President & Chief Financial Officer; and |
| Our three other most highly compensated executive officers as of the end of 2014. |
The determination of the most highly compensated executive officers is based on total compensation paid or accrued for 2014, excluding changes in the actuarial value of defined benefit plans and earnings on nonqualified deferred compensation balances.
Name and Principal Position |
Year | Salary ($) | Bonus ($)(1) |
Stock Awards ($)(2) |
Option Awards ($)(3) |
Non-Equity Plan |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) |
All Other ($)(6) |
Total ($) |
|||||||||||||||||||||||||
Robert A. Livingston President & Chief Executive Officer |
2014 | 1,000,000 | 1,300,000 | 2,600,056 | 3,751,109 | 2,014,680 | 2,696,650 | 9,100 | 13,371,595 | |||||||||||||||||||||||||
2013 | 950,000 | 1,175,000 | 1,343,769 | 5,337,219 | 2,658,000 | 0 | 11,160 | 11,475,148 | ||||||||||||||||||||||||||
2012 | 900,000 | 1,020,000 | 1,321,121 | 4,076,846 | 4,251,500 | 3,010,456 | 9,293 | 14,589,216 | ||||||||||||||||||||||||||
Brad M. Cerepak Senior Vice President & Chief Financial Officer |
2014 | 630,000 | 660,000 | 700,014 | 1,009,916 | 629,588 | 344,903 | 9,100 | 3,983,521 | |||||||||||||||||||||||||
2013 | 610,000 | 860,000 | 362,517 | 1,436,162 | 797,640 | 48,121 | 11,160 | 4,125,600 | ||||||||||||||||||||||||||
2012 | 575,000 | 580,000 | 206,439 | 778,568 | 1,275,450 | 206,573 | 8,526 | 3,630,556 | ||||||||||||||||||||||||||
C. Anderson Fincher President & Chief Executive Officer, Dover Engineered Systems (7) |
2014 | 495,282 | 550,000 | 500,010 | 480,902 | 484,720 | 427,264 | 9,100 | 2,947,278 | |||||||||||||||||||||||||
William C. Johnson President & Chief Executive Officer, Dover Refrigeration & Food Equipment (7) |
2014 | 491,346 | 470,000 | 500,010 | 480,902 | 622,950 | 149,021 | 21,617 | 2,735,846 | |||||||||||||||||||||||||
William W. Spurgeon, Jr. President & Chief Executive Officer, Dover Fluids |
2014 | 650,000 | 610,000 | 500,010 | 480,902 | 1,310,120 | 1,303,922 | 11,022 | 4,865,976 | |||||||||||||||||||||||||
2013 | 650,000 | 850,000 | 167,941 | 516,510 | 1,500,800 | 0 | 12,522 | 3,697,773 | ||||||||||||||||||||||||||
2012 | 650,000 | 690,000 | 165,122 | 509,599 | 2,178,420 | 1,157,247 | 11,811 | 5,362,199 |
DOVER CORPORATION 2015 Proxy Statement 48
EXECUTIVE COMPENSATION
(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, these 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 and to distinguish them from the payouts under the cash performance awards granted under the Dover Corporation 2005 Equity and Cash Incentive Plan (the 2005 Plan) or the Dover Corporation 2012 Equity and Cash Incentive Plan (the 2012 Plan) for the three-year performance period ended December 31, 2014, 2013 and 2012. |
(2) | The amounts generally represent (a) the aggregate grant date fair value of performance shares under the 2005 Plan or the 2012 Plan, as applicable, granted during the year indicated, calculated in accordance with FASB ASC Topic 718 and (b) beginning 2014, the aggregate grant date fair value of restricted stock unit awards granted during the year, calculated in accordance with FASB ASC Topic 718. |
Under FASB ASC Topic 718, the 2013 and 2012 performance share awards are considered performance conditioned awards and no probability assessment is made in calculating grant date fair value; the 2014 awards are considered performance and service conditioned. The grant date fair value for the 2014 performance share awards was $82.51 determined in accordance with FASB ASC Topic 718. The 2013 and 2012 performance share awards were determined in accordance with FASB ASC Topic 718 using values of $70.92, and $63.43, respectively, per share calculated using the Monte Carlo simulation model. The amounts represent the aggregate grant date fair value of awards granted during the year indicated, calculated in accordance with FASB ASC Topic 718 and do not correspond to the actual value that might be realized by the named executives. |
The grant date fair value of restricted stock unit awards was calculated in accordance with FASB ASC Topic 718 using the assumptions set forth in the footnotes to financial statements in the Companys annual report on the Form 10-K for the year ended December 31, 2014, assuming no forfeitures. All restricted stock unit grants are eligible for dividend equivalent payments which are paid upon vesting.
For a discussion of the assumptions relating to calculation of the cost of equity awards, see Note 13 to the Notes to the Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014.
(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. For a discussion of the assumptions relating to the calculation of the cost of equity awards, see Note 13 to the Notes to Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2014. |
(4) | Amounts represent the payouts earned under cash performance awards granted under our 2005 Plan or 2012 Plan for the three-year performance period ended on December 31 of the year indicated. The actual payouts were made during the first quarter of the following year. See the column under Note (1) for additional amounts paid as non-equity incentive plan compensation. |
(5) | Amounts represent changes in present value of accumulated benefits under the pension plan and/or PRP during the year indicated. For more information see Pension Benefits through 2014. |
(6) | The amounts for 2014 for the NEOs are categorized as follows: Each of the NEOs had $9,100 in 401(k) matching contributions. The amount for Mr. Spurgeon includes $1,922 in health club membership reimbursement. Mr. Johnson does not participate in the pension plan. For 2014, Mr. Johnson received $11,475 in profit sharing contributions. He also received $1,042 in spousal travel. |
The amounts for 2013 for the NEOs are categorized as follows: Messrs. Livingston, Spurgeon and Cerepak had $11,160 in 401(k) matching contributions. Mr. Spurgeon received $1,362 in health club membership reimbursement.
The amounts for 2012 for the NEOs are categorized as follows: For Messrs. Livingston and Cerepak, each had $7,040 in 401(k) matching contributions and $2,253 and $1,486, respectively, in spousal travel expenses. The amount for Mr. Spurgeon reflects $7,040 in 401(k) matching contributions, $1,038 in spousal travel expenses and $3,733 in health club membership reimbursement.
(7) | Messrs. Fincher and Johnson became NEOs in 2014 and, therefore, we have not included information for prior years. |
DOVER CORPORATION 2015 Proxy Statement 49
EXECUTIVE COMPENSATION
Grants of Plan-Based Awards in 2014
All awards listed in the table below have a grant date of March 10, 2014.
Name | Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Equity Incentive Plan Awards |
All Other Stock Awards: Number Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise Price of Option Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||
Thresh- |
Target ($) |
Maximum ($) |
Thresh- old (#)(1) |
Target (#) |
Maximum (#) |
|||||||||||||||||
Robert A. Livingston | SSAR (2) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 189,068 | 82.51 | 3,751,109 | |||||||||||
Performance Shares (3) |
n/a | n/a | n/a | 0 | 15,756 | 63,024 | n/a | n/a | n/a | 1,300,028 | ||||||||||||
RSU (4) | n/a | n/a | n/a | n/a | n/a | n/a | 15,756 | n/a | n/a | 1,300,028 | ||||||||||||
Bonus Plan (5) | 0 | 1,250,000 | 2,500,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||
Brad M. Cerepak |
SSAR (2) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 50,903 | 82.51 | 1,009,916 | |||||||||||
Performance Shares (3) |
n/a | n/a | n/a | 0 | 4,242 | 16,968 | n/a | n/a | n/a | 350,007 | ||||||||||||
RSU (4) | n/a | n/a | n/a | n/a | n/a | n/a | 4,242 | n/a | n/a | 350,007 | ||||||||||||
Bonus Plan (5) | 0 | 630,000 | 1,260,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||
C. Anderson Fincher |
SSAR (2) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 24,239 | 82.51 | 480,902 | |||||||||||
Performance Shares (3) |
n/a | n/a | n/a | 0 | 3,636 | 14,544 | n/a | n/a | n/a | 300,006 | ||||||||||||
RSU (4) | n/a | n/a | n/a | n/a | n/a | n/a | 2,424 | n/a | n/a | 200,004 | ||||||||||||
Bonus Plan (5) | 0 | 500,000 | 1,000,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||
William C. Johnson | SSAR (2) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 24,239 | 82.51 | 480,902 | |||||||||||
Performance Shares (3) |
n/a | n/a | n/a | 0 | 3,636 | 14,544 | n/a | n/a | n/a | 300,006 | ||||||||||||
RSU (4) | n/a | n/a | n/a | n/a | n/a | n/a | 2,424 | n/a | n/a | 200,004 | ||||||||||||
Bonus Plan (5) | 0 | 500,000 | 1,000,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||
William W. Spurgeon, Jr. |
SSAR (2) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 24,239 | 82.51 | 480,902 | |||||||||||
Performance Shares (3) |
n/a | n/a | n/a | 0 | 3,636 | 14,544 | n/a | n/a | n/a | 300,006 | ||||||||||||
RSU (4) | n/a | n/a | n/a | n/a | n/a | n/a | 2,424 | n/a | n/a | 200,004 | ||||||||||||
Bonus Plan (5) | 0 | 650,000 | 1,300,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
(1) | Represents the minimum amount payable for a certain level of performance. Under each of our plans, there is no guaranteed minimum payment. |
(2) | Represents an award of SSARs under the 2012 Plan that will not be exercisable until March 10, 2017. The grant date fair value was calculated in accordance with FASB ASC 718, using a Black-Scholes value of $19.84 per SSAR. |
(3) | Represents an award of performance shares under the 2012 Plan. The performance shares vest and become payable after the three-year performance period ending December 31, 2016 subject to the achievement of the applicable performance goal. The performance share awards are considered performance and service awards per FASB ASC 718 and the grant date fair value for the awards was calculated in accordance with FASB ASC 718, using a value of $82.51 per share. |
(4) | Represents an award of restricted stock units under the 2012 Plan made on March 10, 2014. The grant vests in three equal annual installments beginning on the first anniversary of the grant date. The grant date fair value for the award was calculated in accordance with FASB ASC 718, using a value of $82.51 per share calculated using the Monte Carlo simulation model. |
(5) | The amounts shown in this row reflect the potential payouts in February 2015 for 2014 under the AIP. The threshold, target and maximum amounts assume, respectively, less than 50%, 100% and 200% satisfaction of the participants performance goals for 2014. The bonus amount actually paid in February 2015 is disclosed in the Summary Compensation Table in the column Bonus for 2014 for the executive officer. |
DOVER CORPORATION 2015 Proxy Statement 50
EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal Year-End 2014
Awards listed below with grant dates beginning in 2013 were made under the 2012 Plan. Awards listed below with grant dates between 2005 through 2012 were made under the 2005 Plan. All equity awards outstanding as of February 28, 2014 were adjusted as a result of the spin-off of Knowles Corporation to preserve the value of the awards in accordance with the Employee Matters Agreement, dated February 28, 2014, between Dover and Knowles Corporation.
Name | Option Awards | Stock Awards | ||||||||||||||
Number of (#) Exercisable |
Number of (#) Unvested |
Option ($) |
Option Expiration Date |
Number of Stock (#) |
Market Value ($) |
Equity (#) |
Equity Market or ($) | |||||||||
Robert A. Livingston | 189,068 (1) | 82.51 | 3/10/2024 | |||||||||||||
293,708 (2) | 63.33 | 2/14/2023 | ||||||||||||||
249,924 (3) | 57.62 | 2/9/2022 | ||||||||||||||
204,485 (4) | 58.69 | 2/10/2021 | ||||||||||||||
317,553 (5) | 37.79 | 2/11/2020 | ||||||||||||||
176,023 (6) | 25.96 | 2/12/2019 | ||||||||||||||
61,709 (7) | 37.28 | 2/14/2018 | ||||||||||||||
47,228 (8) | 44.60 | 2/8/2017 | ||||||||||||||
47,954 (9) | 40.54 | 2/2/2016 | ||||||||||||||
15,756 (10) | 1,130,020 (11) | 63,024 (12) | 4,520,081 (13) | |||||||||||||
37,896 (14) | 2,717,901 (13) | |||||||||||||||
41,652 (15) | 2,987,281 (13) | |||||||||||||||
Brad M. Cerepak |
50,903 (1) | 82.51 | 3/10/2024 | |||||||||||||
79,032 (2) | 63.33 | 2/14/2023 | ||||||||||||||
47,728 (3) | 57.62 | 2/9/2022 | ||||||||||||||
37,489 (4) | 58.69 | 2/10/2021 | ||||||||||||||
58,218 (5) | 37.79 | 2/11/2020 | ||||||||||||||
4,242 (10) | 304,236 (11) | 16,968 (12) | 1,216,945 (13) | |||||||||||||
10,222 (14) | 733,122 (13) | |||||||||||||||
6,508 (15) | 466,754 (13) | |||||||||||||||
5,389 (16) | 386,499 (11) | |||||||||||||||
40,000 (17) | 2,868,800 (18) |
DOVER CORPORATION 2015 Proxy Statement 51
EXECUTIVE COMPENSATION
Name | Option Awards | Stock Awards | ||||||||||||||
Number of (#) Exercisable |
Number of (#) Unvested |
Option ($) |
Option Expiration Date |
Number of Stock (#) |
Market Value ($) |
Equity (#) |
Equity Market or ($) | |||||||||
C. Anderson Fincher |
24,239 (1) | 82.51 | 3/10/2024 | |||||||||||||
14,211 (2) | 63.33 | 2/14/2023 | ||||||||||||||
15,620 (3) | 57.62 | 2/9/2022 | ||||||||||||||
15,336 (4) | 58.69 | 2/10/2021 | ||||||||||||||
23,816 (5) | 37.79 | 2/11/2020 | ||||||||||||||
26,369 (6) | 25.96 | 2/12/2019 | ||||||||||||||
18,358 (7) | 37.28 | 2/14/2018 | ||||||||||||||
12,155 (8) | 44.60 | 2/8/2017 | ||||||||||||||
12,155 (9) | 40.54 | 2/2/2016 | ||||||||||||||
2,424 (10) | 173,849 (11) | 14,544 (12) | 1,043,096 (13) | |||||||||||||
2,368 (14) | 169,833 (13) | |||||||||||||||
2,602 (15) | 186,615 (13) | |||||||||||||||
William C. Johnson | 24,239 (1) | 82.51 | 3/10/2024 | |||||||||||||
13,895 (2) | 63.33 | 2/14/2023 | ||||||||||||||
13,884 (3) | 57.62 | 2/9/2022 | ||||||||||||||
13,632 (4) | 58.69 | 2/10/2021 | ||||||||||||||
21,170 (5) | 37.79 | 2/11/2020 | ||||||||||||||
32,874 (6) | 25.96 | 2/12/2019 | ||||||||||||||
2,424 (10) | 173,849 (11) | 14,544 (12) | 1,043,096 (13) | |||||||||||||
William W. Spurgeon, Jr. | 24,239 (1) | 82.51 | 3/10/2024 | |||||||||||||
28,423 (2) | 63.33 | 2/14/2023 | ||||||||||||||
31,240 (3) | 57.62 | 2/9/2022 | ||||||||||||||
30,672 (4) | 58.69 | 2/10/2021 | ||||||||||||||
47,633 (5) | 37.79 | 2/11/2020 | ||||||||||||||
2,424 (10) | 173,849 (11) | 14,544 (12) | 1,043,096 (13) | |||||||||||||
4,736 (14) | 339,666 (13) | |||||||||||||||
5,206 (15) | 373,374 (13) |
(1) | SSARs granted on March 10, 2014 that are not exercisable until March 10, 2017. |
(2) | SSARs granted on February 14, 2013 that are not exercisable until February 14, 2016. |
(3) | SSARs granted on February 9, 2012 that became exercisable on February 9, 2015. |
(4) | SSARs granted on February 10, 2011 that became exercisable on February 10, 2014. |
(5) | SSARs granted on February 11, 2010 that became exercisable on February 11, 2013. |
(6) | SSARs granted on February 12, 2009 that became exercisable on February 12, 2012. |
(7) | SSARs granted on February 14, 2008 that became exercisable on February 14, 2011. |
(8) | SSARs granted on February 8, 2007 that became exercisable on February 8, 2010. |
DOVER CORPORATION 2015 Proxy Statement 52
EXECUTIVE COMPENSATION
(9) | SSARs granted on February 2, 2006 that became exercisable on February 2, 2009. |
(10) | Restricted stock units granted on March 10, 2014 that vest in three equal annual installments beginning on the first anniversary of the grant date. |
(11) | The amount reflects the number of units granted multiplied by $71.72, the closing price of our common stock on December 31, 2014. |
(12) | Performance shares granted on March 10, 2014 become payable after December 31, 2016 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 maximum level of performance (400%). |
(13) | The amount reflects the number of performance shares payable based on achievement of the maximum level of performance multiplied by $71.72, the closing price of our common stock on December 31, 2014. |
(14) | Performance shares granted on February 14, 2013 become payable after December 31, 2015 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 maximum level of performance (200%). |
(15) | Performance shares granted on February 9, 2012 became payable after December 31, 2014 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 maximum level of performance (200%). The actual amount paid was 0 based on level of performance achieved. |
(16) | Represents restricted stock units granted on March 7, 2014 that vest on February 10, 2016. |
(17) | Restricted stock granted on February 10, 2011 that vests on February 10, 2016. |
(18) | The amount reflects the number of shares granted multiplied by $71.72, the closing price of our common stock on December 31, 2014. |
Option Exercises and Stock Vested in 2014
Name | Option Awards | Stock Awards | ||||||
Number of Shares Exercise (#) |
Value Realized on Exercise ($)(1) |
Number of Shares Vesting (#)(2) |
Value Realized on Vesting ($)(3) | |||||
Robert A. Livingston |
| | 20,543 | 1,940,081 | ||||
Brad M. Cerepak |
| | 3,082 | 291,064 | ||||
C. Anderson Fincher |
6,975(4) | 314,433 | 1,540 | 145,438 | ||||
William C. Johnson |
| | | | ||||
William W. Spurgeon, Jr. |
| | 3,082 | 291,064 |
(1) | 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. |
(2) | Represents settlement of performance shares granted on February 10, 2011 representing a contingent right to receive shares of Dover common stock, based on Dovers relative total shareholder return versus that of Dovers peer group over the three-year performance period ending December 31, 2013. The number of shares in the table represents a settlement at 136.8% of the original performance share award. |
(3) | The value realized on vesting provided in the table represents, the closing price on January 10, 2014, the settlement date of the performance share awards, multiplied by the number of shares issued upon settlement. |
(4) | Represents the exercise on October 24, 2014 of a stock option granted on February 10, 2005 for 6,975 shares at an exercise price of $33.49 per share. |
DOVER CORPORATION 2015 Proxy Statement 53
EXECUTIVE COMPENSATION
Name | Plan Name | Number of (#) |
Normal (#) |
Present Value ($)(1) |
Payments During Last Fiscal Year ($) | |||||
Robert A. Livingston (2), (3), (4) | Pension Plan |
13.0 | 65 | 301,481 | Not offered | |||||
PRP | 30.0 | 65 | 12,983,358 | Not offered | ||||||
Brad M. Cerepak | Pension Plan |
6.0 | 65 | 177,071 | Not offered | |||||
PRP | 5.6 | 65 | 662,833 | Not offered | ||||||
C. Anderson Fincher (2), (5) | Pension Plan |
21.0 | 65 | 352,088 | Not offered | |||||
PRP | 20.9 | 65 | 875,951 | Not offered | ||||||
William C. Johnson | Pension Plan |
n/a | 65 | n/a | Not offered | |||||
PRP | 8.4 | 65 | 367,354 | Not offered | ||||||
William W. Spurgeon, Jr. (2), (6) | Pension Plan |
22.0 | 65 | 651,422 | Not offered | |||||
PRP | 21.9 | 65 | 4,527,198 | Not offered |
(1) | This amount was earned by the NEO over his years of service. The present value of benefits was calculated assuming that the executive will receive a single lump sum payment upon retirement at the later of his current age or age 65. |
(2) | Eligible to retire with the portion of his PRP benefit accrued through December 31, 2009 payable unreduced at age 62 with 10 years of service. |
(3) | Mr. Livingstons benefit under the Dover pension plan is based on 10.25 years of service while at Dover (August 1, 1983 through October 31, 1987 and service after January 1, 2009) and 2.75 years which was earned prior to the date the company he worked for was acquired by Dover. The present value of Mr. Livingstons PRP benefits assuming retirement at age 62 is $15,996,705. |
(4) | Mr. Livingstons PRP service has been capped at 30 years based on the provisions of the PRP. |
(5) | The present value of Mr. Finchers PRP benefits assuming age 62 retirement age is $1,171,997. |
(6) | The present value of Mr. Spurgeons PRP benefits assuming age 62 retirement age is $5,546,391. |
Pension Plan
DOVER CORPORATION 2015 Proxy Statement 54
EXECUTIVE COMPENSATION
Pension Replacement Plan (PRP)
DOVER CORPORATION 2015 Proxy Statement 55
EXECUTIVE COMPENSATION
Nonqualified Deferred Compensation in 2014
Name | Plan Name | Executive ($)(1) |
Registrant ($) |
Aggregate ($) |
Aggregate ($) |
Aggregate balance
at ($) | ||||||
Robert A. Livingston |
Deferred Compensation Plan | n/a | n/a | n/a | n/a | n/a | ||||||
Executive Deferred Income Plan (2) | n/a | n/a | 15,956 | n/a | 357,627 | |||||||
Brad M. Cerepak |
Deferred Compensation Plan | n/a | n/a | n/a | n/a | n/a | ||||||
C. Anderson Fincher |
Deferred Compensation Plan | 52,800 | n/a | 6,844 | n/a | 185,796 | ||||||
William C. Johnson |
Deferred Compensation Plan | n/a | n/a | 20,907 | n/a | 449,841 | ||||||
William W. Spurgeon, Jr. |
Deferred Compensation Plan | 274,080 | n/a | 15,152 | n/a | 1,282,262 |
(1) | If any amounts were shown as executive contributions in 2014, they would be included in the Summary Compensation Table in the salary, bonus or non-equity incentive plan compensation columns, as appropriate, for the respective officers. |
(2) | In 1984-1985, we offered our executive officers an executive deferred income plan (the EDIP). Mr. Livingston participated in the EDIP, pursuant to which he elected to defer certain income during the period 1985-1988. We will repay this deferred income to him (or his estate) beginning when Mr. Livingston has reached age 65 and retired from our Company, and continuing thereafter for a period of 15 years. The amount Mr. Livingston deferred, $20,000, will be repaid together with interest compounding at the rate of 12.5%, through December 31, 2008. This was a competitive market interest rate at the time the program was introduced. As of January 1, 2009 and for each January 1 thereafter, Mr. Livingstons deferrals plus interest credited thereon through December 31, 2008, will be credited with interest, compounded annually, at a rate equal to Moodys Aa Corporate Bond Index published on December 31 of the preceding year. As part of the EDIP, we purchased whole life insurance policies payable to us to fund the anticipated cost of this program. This plan has been closed since 1988. |
DOVER CORPORATION 2015 Proxy Statement 56
EXECUTIVE COMPENSATION
Potential Payments upon Termination or Change-in-Control
DOVER CORPORATION 2015 Proxy Statement 57
EXECUTIVE COMPENSATION
Voluntary Termination ($)(1) |
Involuntary Not for Cause Termination ($)(2) |
For Cause Termination ($)(3) |
Early Retirement under Rule of 65 or Rule of 70 ($)(4) | |||||
Robert A. Livingston | ||||||||
Cash severance (5) |
n/a | 2,175,000 | n/a | n/a | ||||
Cash performance award (6) |
n/a | 2,448,013 | 0 | 2,448,013 | ||||
Performance share award (7) |
n/a | 1,282,640 | 0 | 1,282,640 | ||||
Stock options/SSARs (8) |
n/a | 32,383,251 | 0 | 32,383,251 | ||||
Restricted Stock Units (9) |
n/a | 1,130,020 | 0 | 1,130,020 | ||||
Retirement plan payments (10) |
n/a | 16,523,004 | 313,626 (11) | 16,523,004 | ||||
Deferred comp plan |
n/a | 0 | 0 | 0 | ||||
Health and welfare benefits (12) |
n/a | 19,979 | 0 | 0 | ||||
Outplacement |
n/a | 10,000 | n/a | n/a | ||||
Total: |
n/a | 55,971,907 | 313,626 | 53,766,928 |
DOVER CORPORATION 2015 Proxy Statement 58
EXECUTIVE COMPENSATION
Voluntary ($)(1) |
Involuntary Not for Cause Termination ($)(2) |
For Cause ($)(3) |
Early Retirement under Rule of 65 or Rule of 70 ($)(4) | |||||
Brad M. Cerepak |
||||||||
Cash severance (5) |
n/a | 1,260,000 | n/a | n/a | ||||
Cash performance award (6) |
629,588 | 629,588 | 0 | n/a | ||||
Performance share award (7) |
0 | 0 | 0 | n/a | ||||
Stock options/SSARs (8) |
2,463,818 | 2,463,818 | 0 | n/a | ||||
Restricted stock award/units (13) |
0 | 2,868,800 | 0 | n/a | ||||
Retirement plan payments (10) |
792,507 | 792,507 | 169,402 (11) | n/a | ||||
Deferred comp plan |
0 | 0 | 0 | n/a | ||||
Health and welfare benefits (12) |
0 | 19,227 | 0 | n/a | ||||
Outplacement |
n/a | 10,000 | n/a | n/a | ||||
Total: |
3,885,913 | 8,043,940 | 169,402 | n/a | ||||
C. Anderson Fincher | ||||||||
Cash severance (5) |
n/a | 739,400 | n/a | n/a | ||||
Cash performance award (6) |
484,720 | 484,720 | 0 | n/a | ||||
Performance share award (7) |
0 | 0 | 0 | n/a | ||||
Stock options/SSARs (8) |
3,555,436 | 3,555,436 | 0 | n/a | ||||
Restricted Stock Units |
0 | 0 | 0 | n/a | ||||
Retirement plan payments (10) |
1,567,680 | 1,567,680 | 331,901 (11) | n/a | ||||
Deferred comp plan (14) |
185,796 | 185,796 | 185,796 | n/a | ||||
Health and welfare benefits (12) |
0 | 18,486 | 0 | n/a | ||||
Outplacement |
n/a | 10,000 | n/a | n/a | ||||
Total: |
5,793,632 | 6,561,518 | 517,697 | n/a | ||||
William C. Johnson | ||||||||
Cash severance (5) |
n/a | 677,000 | n/a | n/a | ||||
Cash performance award (6) |
622,950 | 622,950 | 0 | n/a | ||||
Performance share award (7) |
0 | 0 | 0 | n/a | ||||
Stock options/SSARs (8) |
2,400,237 | 2,400,237 | 0 | n/a | ||||
Restricted Stock Units |
0 | 0 | 0 | n/a | ||||
Retirement plan payments (10) |
303,424 | 303,424 | 0 | n/a | ||||
Deferred comp plan (14) |
449,841 | 449,841 | 449,841 | n/a | ||||
Health and welfare benefits (12) |
0 | 12,596 | 0 | n/a | ||||
Outplacement |
n/a | 10,000 | n/a | n/a | ||||
Total: |
3,776,452 | 4,476,048 | 449,841 | n/a |
DOVER CORPORATION 2015 Proxy Statement 59
EXECUTIVE COMPENSATION
Voluntary Termination ($)(1) |
Involuntary Not for Cause Termination ($)(2) |
For Cause Termination ($)(3) |
Early Retirement under Rule of 65 or Rule of 70 ($)(4) | |||||
William W. Spurgeon, Jr. | ||||||||
Cash severance (5) |
n/a | 1,500,000 | n/a | n/a | ||||
Cash performance award (6) |
n/a | 1,576,787 | 0 | 1,576,787 | ||||
Performance share award (7) |
n/a | 200,147 | 0 | 200,147 | ||||
Stock options/SSARs (8) |
n/a | 2,694,797 | 0 | 2,694,797 | ||||
Restricted Stock Units (9) |
n/a | 173,849 | 0 | 173,849 | ||||
Retirement plan payments (10) |
n/a | 6,243,376 | 623,320 (11) | 6,243,376 | ||||
Deferred comp plan (14) |
n/a | 1,282,262 | 1,282,262 | 1,282,262 | ||||
Health and welfare benefits (12) |
n/a | 14,776 | 0 | 0 | ||||
Outplacement |
n/a | 10,000 | n/a | n/a | ||||
Total: |
n/a | 13,695,994 | 1,905,582 | 12,171,218 |
(1) | Messrs. Livingston and Spurgeon are eligible for early retirement under the Rule of 70. Accordingly, we have assumed that each would take early retirement rather than voluntary termination. |
(2) | Dover anticipates allowing anyone eligible for early retirement under the Rule of 70 to take early retirement in the event of involuntary termination for awards under the 2005 and 2012 Plans. Accordingly, for Messrs. Livingston and Spurgeon, this column reflects the applicable early retirement treatment of their cash performance awards, performance shares, restricted stock units, stock options and SSARs. |
(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 receive a payment of amounts deferred and accrued in the deferred compensation plan but will forfeit benefits under the PRP in accordance with the PRP terms. |
(4) | Under the 2005 and 2012 Plans, in respect of awards granted prior to August 10, 2014, a NEO who has (i) at least 10 years of service with a Dover company and the sum of his or her age and years of service on the date of termination equals at least 65 or (ii) at least 15 years of service with a Dover company and the sum of his or her age and years of service on the date of termination equals at least 70, may take early retirement under the Rule of 65 or Rule of 70, respectively provided the executive complies with applicable notice and non-competition provisions. |
(5) | Represents 12 month salary continuation plus an amount equal to the pro rata portion of the annual bonus paid for the prior year, subject to the Compensation Committees discretion to reduce the payment amount, or in the case of Mr. Cerepak a pro rata portion of the target bonus for the prior year. |
(6) | Represents payout of the cash performance award for the performance period 2012-2014, assuming satisfaction of the applicable performance targets. Also includes for those NEOs eligible for early retirement under the Rule of 70, an assumed pro rata payout in February 2016 at the 100% level of the cash performance award for the three-year performance period 2013-2015. This calculation assumes that the Compensation Committee approves payouts for the performance periods for the NEO. |
(7) | Represents payout of the performance share award for the performance period 2012-2014. Also includes for those NEOs eligible for early retirement under the Rule of 70, assumed pro rata payouts of the performance share awards for the three-year performance periods 2013-2015 and 2014-2016 at the actual performance level through December 31, 2014. This calculation assumes that the Compensation Committee approves payout for the performance periods for the NEO. |
(8) | Reflects the value of vested options and SSARs as of December 31, 2014, which is the difference between the closing price of $71.72 per share of our common stock on December 31, 2014, and the exercise price of each option and SSAR award multiplied by the number of shares covered by such award. Also includes for the NEOs eligible for early retirement under the Rule of 70, the value of unvested options and SSARs that would vest within 36 months following the executives retirement valued in the same manner. |
DOVER CORPORATION 2015 Proxy Statement 60
EXECUTIVE COMPENSATION
(9) | For those NEOs eligible for early retirement under the Rule of 70, reflects the value as of December 31, 2014 of unvested restricted stock units that will vest within 36 months. |
(10) | Reflects benefits accrued under the PRP and pension plan as of December 31, 2014. |
(11) | Reflects benefits accrued under the pension plan as of December 31, 2014. Benefits accrued under the PRP are forfeited in the event of a termination for cause as defined in the PRP. |
(12) | Under the severance plan, an executive is entitled to a monthly amount equal to the then cost of COBRA health continuation coverage based on the level of health care coverage in effect on the termination date, if any, for the lesser of 12 months or the period that the executive receives COBRA benefits. |
(13) | Reflects the value as of December 31, 2014 of unvested restricted stock award that vests on February 10, 2016. |
(14) | These amounts reflect compensation deferred by the executive and earnings accrued thereon under the deferred compensation plan as of December 31, 2014; no increase in such benefits would result from the termination event. |
Potential Payments in Connection with a Change-in-control (Without Termination)
DOVER CORPORATION 2015 Proxy Statement 61
EXECUTIVE COMPENSATION
Named Executive Officer |
Stock Options/ SSARs ($)(1) |
Cash Performance Awards ($) |
Restricted Stock Awards |
Performance Share Awards ($) |
PRP and Pension Plan ($) |
Deferred Compensation Plan ($) |
||||||||||||||||||
Robert A. Livingston |
29,919,041 | 2,014,680 | 0 | 0 | 16,209,378 | 0 | ||||||||||||||||||
Brad M. Cerepak |
3,136,783 | 629,588 | 2,868,800 | 0 | 623,105 | 0 | ||||||||||||||||||
C. Anderson Fincher |
3,775,678 | 484,720 | 0 | 0 | 1,235,779 | 185,796 | ||||||||||||||||||
William C. Johnson |
2,596,002 | 622,950 | 0 | 0 | 303,424 | 449,841 | ||||||||||||||||||
William W. Spurgeon, Jr. |
2,456,328 | 1,310,120 | 0 | 0 | 5,620,056 | 1,282,262 |
(1) | Reflects value of vested and unvested options and SSARs granted under the 2005 Plan; all SSARs granted under the 2012 Plan were unvested as of December 31, 2014; table assumes no acceleration of vesting of such awards upon a change of control per the Plan provisions described above. |
DOVER CORPORATION 2015 Proxy Statement 62
EXECUTIVE COMPENSATION
Potential Payments Upon Termination Following a Change-in-control
Named Executive Officer |
Lump Sum Amount ($) |
Health and Benefits ($) |
Outplace- ment ($) |
Stock SSARs |
Restricted ($)(2) |
Cash Perfor- mance Awards ($)(3) |
Perfor- mance Share Awards |
280G Tax Gross-Up /Cutback Amount ($)(5) |
Total ($)(6) | |||||||||||||||||||||||||||
Robert A. Livingston |
6,727,500 | 19,979 | 10,000 | 2,464,210 | 1,130,020 | 650,000 | 2,488,971 | 0 | 13,490,680 | |||||||||||||||||||||||||||
Brad M. Cerepak |
3,767,400 | 19,227 | 10,000 | 663,078 | 690,735 | 175,000 | 670,797 | (544,325 | ) | 5,451,912 | ||||||||||||||||||||||||||
C. Anderson Fincher |
2,990,000 | 18,486 | 10,000 | 119,230 | 173,849 | 200,000 | 345,690 | 0 | 3,857,255 | |||||||||||||||||||||||||||
William C. Johnson |
2,990,000 | 12,596 | 10,000 | 116,579 | 173,849 | 330,000 | 260,774 | 0 | 3,893,798 | |||||||||||||||||||||||||||
William W. Spurgeon Jr. |
3,887,000 | 14,776 | 10,000 | 238,469 | 173,849 | 400,000 | 430,607 | 0 | 5,154,701 |
(1) | Represents acceleration of vesting of SSAR awards granted under the 2012 Plan. |
(2) | Represents restricted stock units granted under the 2012 Plan. |
(3) | Represents awards granted under the 2012 Plan. |
(4) | Represents payout at target of performance share awards granted under the 2012 Plan for the 2013-2015 and 2014-2016 performance periods. |
(5) | The cutback amount shown in this column reflects the application of the best net provisions under the CIC severance plan as described above. |
(6) | For additional potential amounts payable upon a change-in-control under Dovers employee benefit plans without termination of employment, see the table on page 62. |
DOVER CORPORATION 2015 Proxy Statement 63
EXECUTIVE COMPENSATION
PROPOSAL 3 | ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |
DOVER CORPORATION 2015 Proxy Statement 64
PROPOSAL 4 | SHAREHOLDER PROPOSAL REGARDING THE RIGHT TO ACT BY WRITTEN CONSENT |
DOVER CORPORATION 2015 Proxy Statement 65
DOVER CORPORATION 2015 Proxy Statement 66
SHAREHOLDER PROPOSALS FOR 2016 ANNUAL MEETING
In order for shareholder proposals to be included in our proxy statement for the 2016 Annual Meeting, we must receive them at our principal executive offices, 3005 Highland Parkway, Downers Grove, Illinois, 60515, by November 27, 2015. All other shareholder proposals, including nominations for directors, in order to be voted on at the 2016 Annual Meeting, must be received by us not earlier than January 8, 2016, and not later than February 7, 2016 being, respectively, 120 days and 90 days prior to the date of the first anniversary of the 2015 Annual Meeting of Shareholders.
Dated: March 26, 2015 | By authority of the Board of Directors, | |
IVONNE M. CABRERA | ||
Secretary |
DOVER CORPORATION 2015 Proxy Statement 67
DOVER CORPORATION 3005 HIGHLAND PARKWAY DOWNERS GROVE, IL 60515 |
VOTE BY INTERNET - www.proxyvote.com | |
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. | ||
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS | ||
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | ||
VOTE BY PHONE - 1-800-690-6903 | ||
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. | ||
VOTE BY MAIL | ||
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||
M85649-P61525-Z64964 | KEEP THIS PORTION FOR YOUR RECORDS | |||
DETACH AND RETURN THIS PORTION ONLY | ||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
DOVER CORPORATION |
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The Board of Directors recommends a vote FOR
each |
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1. |
Election of Directors |
For | Against | Abstain | The Board of Directors recommends a vote FOR Items 2 and 3: | For | Against | Abstain | ||||||||||||||||||||
1a. R. W. Cremin |
¨ |
¨ |
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1b. J-P. M. Ergas |
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2. |
To ratify the appointment of PricewaterhouseCoopers LLP as our independent public accounting firm for 2015. |
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1c. P. T. Francis |
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1d. K. C. Graham |
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3. |
To approve, on an advisory basis, named executive officer compensation. |
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1e. M. F. Johnston |
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1f. R. A. Livingston |
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The Board of Directors recommends a vote AGAINST Item 4: |
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1g. R. K. Lochridge |
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4. |
To consider a shareholder proposal regarding shareholder action by written consent without a meeting, if properly presented at the meeting. |
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1h. B. G. Rethore |
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1i. M. B. Stubbs |
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
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1j. S. M. Todd |
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1k. S. K. Wagner |
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1l. M. A. Winston |
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting are available through 11:59 PM Eastern Time
the day before the annual meeting date.
Your Internet or telephone vote authorizes the named proxies to vote these shares in the
same manner as if you marked, signed and returned your proxy card.
INTERNET http://www.proxyvote.com Use the Internet to vote your proxy. Have your proxy card in hand when you access the website.
|
OR |
TELEPHONE 1-800-690-6903 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. |
If you vote your proxy by Internet or telephone, you do NOT need to mail back your proxy card.
To vote by mail, sign and date your proxy card and return it in the enclosed postage-paid envelope.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report with Form 10-K are available at www.proxyvote.com.
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M85650-P61525-Z64964 |
PROXY DOVER CORPORATION PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING MAY 7, 2015
The undersigned hereby appoints Robert A. Livingston, Brad M. Cerepak and Ivonne M. Cabrera, and each of them, as the undersigneds proxy or proxies, each with full power of substitution, to vote all shares of Common Stock of Dover Corporation which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held in New York, NY on May 7, 2015 at 9:00 A.M., local time, and any adjournments thereof, as fully as the undersigned could if personally present, upon the proposals set forth on the reverse side hereof, revoking any proxy or proxies heretofore given. For participants in the Companys Retirement Savings Plan, this proxy will govern the voting of stock held for the account of the undersigned in the Plan.
IMPORTANT - You have the option of voting these shares by returning the enclosed proxy card, voting via Internet or by using a toll-free telephone number above and on the reverse side. On the reverse side of this proxy card are instructions on how to vote via the Internet or by telephone. If you vote by either of these methods, your vote will be recorded as if you mailed in your proxy card. If you vote by returning this proxy card, you must sign and date this proxy on the reverse side.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ON THE REVERSE SIDE, FOR PROPOSALS 2 AND 3, AND AGAINST PROPOSAL 4.
Continued and to be signed on reverse side
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