DEF 14A

DEF 14A 1 d272239ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

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LOGO

Notice of 2022 Annual Meeting of Shareholders

May 6, 2022

9:00 a.m. Central Time

Dover Corporation Headquarters

3005 Highland Parkway

Downers Grove, Illinois 60515

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Dover Corporation (“Dover” or the “Company”) at our headquarters on May 6, 2022 at 9:00 a.m., Central Time, to be held for the following purposes:

To elect ten directors.

To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2022.

To approve, on an advisory basis, named executive officer (“NEO”) compensation.

To consider a shareholder proposal regarding the right to allow shareholders to act by written consent, if properly presented.

To consider such other business as may properly come before the Annual Meeting, including any adjournments or postponements thereof.

All holders of record at the close of business on March 9, 2022 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares as soon as possible.

March 17, 2022

By authority of the Board of Directors,

Ivonne M. Cabrera

Secretary

TABLE OF CONTENTS


Notice of 2022 Annual Meeting of Shareholders

Proxy Statement Summary			1
Annual Meeting Information			1
Items of Business			1
How to Submit Your Proxy			1
Company Overview			2
2021 Performance Overview			4
Governance Highlights			7
Shareholder Engagement			7
Executive Compensation			8
Director Nominees			9
Board Composition			10

Proposal 1 — Election of Directors			11
Criteria for Director Nominees			11
Director Nomination Process			12
2022 Director Nominees			13
Board Oversight and Governance Practices			23
Shareholder Engagement and History of Board Responsiveness			31
Environmental, Social, and Governance Oversight (ESG)			33
Directors’ Compensation			35

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			37
Audit Committee Report			38
Fees Paid to Independent Registered Public Accounting Firm			39
Pre-Approval of Services Provided by Independent Registered Public Accounting Firm			39

Compensation Discussion and Analysis			40
Executive Summary			40
Say on Pay Vote Results and Shareholder Engagement			42
Dover’s Alignment with Leading Compensation Governance Practices			43
Compensation Principles			44
Compensation Process			45
Elements of Executive Compensation			49
Other Benefits			58
Other Elements of Compensation			60
Compensation Committee Report			61
Executive Compensation Tables			62
Summary Compensation Table			62
Grants of Plan-Based Awards in 2021			64
Outstanding Equity Awards at Fiscal Year-End 2021			66
Option Exercises and Stock Vested in 2021			67
Pension Benefits through 2021			68

DOVER CORPORATION – 2022 Proxy Statement i

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Nonqualified Deferred Compensation in 2021			69
Potential Payments upon Termination or Change in Control			70

Proposal 3 — Advisory Resolution to Approve Named Executive Officer Compensation			76

Shareholder Proposal			77
Proposal 4 – Shareholder Proposal Regarding the Right to Act by Written Consent			77

Share Ownership Information			80
Security Ownership of Certain Beneficial Owners and Management			80

General Information About the Annual Meeting			82

DOVER CORPORATION – 2022 Proxy Statement ii

PROXY STATEMENT SUMMARY

Annual Meeting Information


Date:		May 6, 2022

Time:		9:00 a.m., Central Time

Record Date:		March 9, 2022

Location:		Dover Corporation Headquarters 3005 Highland Parkway Downers Grove, Illinois 60515

		For additional information about our Annual Meeting, please see “General Information About the Annual Meeting”. We are first mailing this Notice of Annual Meeting and Proxy Statement beginning on or about March 17, 2022.

Items of Business

There are four proposals to be voted on at the Annual Meeting:



ITEM	Proposal	Board Voting Recommendation	Page Reference

ITEM 1	The election of ten nominees for director	FOR each director nominee		11

ITEM 2	The ratification of the appointment of PwC as our independent registered public accounting firm for 2022	FOR		37

ITEM 3	An advisory resolution to approve NEO compensation	FOR		76

ITEM 4	A shareholder proposal regarding the right to allow shareholders to act by written consent, if properly presented	AGAINST		77

How to Submit Your Proxy

Even if you plan to attend the Annual Meeting in person, please submit your proxy 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

•

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

DOVER CORPORATION – 2022 Proxy Statement 1

PROXY STATEMENT SUMMARY

Company Overview

Dover is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. We combine global scale, operational agility, world-class engineering capability, and customer intimacy to lead the markets we serve. Recognized for our entrepreneurial approach for over 60 years, our team of over 25,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible.

LOGO

Management Philosophy

•

Our executive management team is committed to steadily creating shareholder value through a combination of sustained long-term profitable growth, operational excellence, superior free cash flow generation, and productive capital re-deployment while adhering to a conservative financial policy.

•

Our businesses seek to be leaders in a diverse set of growing markets where customers are loyal to trusted partners and suppliers, and value product performance and differentiation driven by superior engineering, manufacturing precision, total solution development, and excellent supply chain performance.

•

Our companies are long-time leaders in their respective markets and are known for their innovation, engineering capability, and customer service excellence.

•

Our sustainable business practices are focused on reducing environmental impact and developing products that help our customers meet their sustainability goals.

•

Our operating structure of five business segments allows for differentiated acquisition focus consistent with our portfolio and capital allocation priorities which, coupled with functional expertise at our corporate center, presents opportunities to identify and capture operating synergies, such as global sourcing and supply chain integration, shared services, and manufacturing practices.

•

Our executive management team sets strategic direction, initiatives and goals, provides oversight of strategy execution and achievement of these goals for our business segments, and with oversight from our Board of Directors (our “Board”), makes capital allocation decisions, including organic investment initiatives, major capital projects, acquisitions, and the return of capital to our shareholders.

•

Our operating culture fosters high ethical and performance standards, values accountability, rigor, trust, inclusion, respect, and open communications, and is designed to encourage individual growth and operational effectiveness.

DOVER CORPORATION – 2022 Proxy Statement 2

PROXY STATEMENT SUMMARY

Company Goals

We are committed to driving superior shareholder return through three key tenets of our corporate strategy.


		We are committed to achieving organic sales growth above global gross domestic product growth (greater than GDP or 3% to 5% annually on average) over a long-term business cycle, absent prolonged adverse economic conditions, complemented by growth through strategic acquisitions.

		We are focused on improving returns on capital, as well as segment and corporate earnings margins by enhancing our operational capabilities and making investments across the organization in digital capabilities, automation, operations management, information technology, shared services, and talent. We also focus on continuous, effective cost management and productivity initiatives, including automation and digitally-supported manufacturing, supply chain optimization, e-commerce and digital go-to-market, restructuring activities, improved footprint utilization, strategic pricing and portfolio management.

		We aim to generate strong and growing free cash flow and earnings per share (“EPS”) through strong earnings performance, productivity improvements, and active working capital management.

We support achievement of these goals by aligning management compensation with strategic and financial objectives, actively managing our portfolio to increase enterprise scale, improve business mix over time, and pursuing acquisitions that fit the characteristics of an ideal Dover business, and investing in talent development programs.

2021 Financial Results

In 2021, we continued our long track record of delivering value to our shareholders, despite an operational environment that continues to present challenges due to the COVID-19 pandemic.



US GAAP	FY2021		FY2020		Δ

Revenue ($M)		7,907		6,684		18%

Net earnings ($M)⁽¹⁾		1,124		683		64%

Diluted EPS ($)		7.74		4.70		65%

Non-GAAP⁽²⁾

Organic revenue change						15%

Adjusted net earnings ($M)⁽³⁾		1,109		824		35%

Adjusted diluted EPS ($)		7.63		5.67		35%

⁽¹⁾Full year 2021 and 2020 net earnings include rightsizing and other costs of $31.1 million and $40.7 million, respectively. Full year 2020 also includes a $3.9 million non-cash gain on the sale of AMS Chino, and full year 2021 also includes a $135.1 million gain on the sale of Unified Brands and a $18.0 million gain related to the sale of our Race Winning Brands equity method investment.

⁽²⁾Definitions and reconciliations of non-GAAP measures are included at the end of this proxy statement.

⁽³⁾Full year 2021 and 2020 adjusted net earnings exclude acquisition-related amortization costs of $107.2 million and $104.1 million, respectively, and rightsizing and other costs of $31.1 million and $40.7 million, respectively. Full year 2020 also excludes a $3.9 million non-cash gain on the sale of AMS Chino, and full year 2021 also excludes a $135.1 million gain on the sale of Unified Brands and a $18.0 million gain related to the sale of our Race Winning Brands equity method investment.

DOVER CORPORATION – 2022 Proxy Statement 3

PROXY STATEMENT SUMMARY

2021 Performance Overview


Portfolio & Strategic Actions		• In 2021, we completed 9 acquisitions. The acquisitions of Acme Cryogenics, Inc. (“Acme Cryogenics”), Engineered Controls International, LLC (“RegO”) and LIQAL B.V. (“LIQAL”) within the Clean Energy & Fueling segment complement our existing operations and expand our evolving fueling portfolio toward clean energy. • As part of the regular review of our portfolio and the fit of our businesses, we completed the sale of Unified Brands within the Climate & Sustainability Technologies segment and our Race Winning Brands equity method investment within the Engineered Products segment. • In recognition of recent portfolio changes, we recently changed the name of the Fueling Solutions segment to “Clean Energy & Fueling,” and the Refrigeration & Food Equipment segment to “Climate & Sustainability Technologies” to better reflect the markets and customers served by the businesses within these segments.

Strong Operational Execution and Profitability		• Increased revenue, profitability, and earnings per share despite a challenging global business environment caused by COVID-19. • We continued to execute on our broad-based multi-year efficiency and margin expansion program, designed to reduce our selling, general and administrative cost base and rationalize our manufacturing and supply chain footprint across the portfolio. • Continuing to build upon our four enterprise capabilities in support of margin expansion initiatives. - We are continuing to (1) leverage our Digital Labs team to improve our internal and market-facing digital capabilities, (2) improve utilization and optimization of our manufacturing footprint through

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SEC Form DEF 14A filed by Dover Corporation