Dover Corporation 2021 Proxy Statement
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DOVER CORPORATION 2021 PROXY ® Redefining Since what’s 1955 possible Notice of 2021 Annual Meeting of Shareholders May 7, 2021 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 7, 2021 at 9:00 a.m., Central Time, to be held for the following purposes: 1. To elect ten directors. 2. To adopt the Dover Corporation 2021 Omnibus Incentive Plan. 3. To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2021. 4. To approve, on an advisory basis, named executive officer (“NEO”) compensation. 5. To consider a shareholder proposal regarding the right to allow shareholders to act by written consent, if properly presented. 6. 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 10, 2021 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 18, 2021 By authority of the Board of Directors, Ivonne M. Cabrera Secretary TABLE OF CONTENTS Notice of 2021 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 2020 Performance Overview .................................................... 4 Governance Highlights ......................................................... 7 Shareholder Engagement ....................................................... 8 Executive Compensation ....................................................... 9 Director Nominees ............................................................. 10 Board Composition ............................................................ 11 Proposal 1 — Election of Directors ...................................................... 12 Criteria for Director Nominees ................................................... 12 Director Nomination Process .................................................... 13 2021 Director Nominees ........................................................ 14 Board Oversight and Governance Practices ........................................ 24 Shareholder Engagement and History of Board Responsiveness ....................... 32 Environmental, Social, and Governance Oversight (ESG)............................. 34 Directors’ Compensation ........................................................ 36 Proposal 2 — Adoption of 2021 Omnibus Incentive Plan.................................... 37 Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm ..... 46 Audit Committee Report ........................................................ 47 Fees Paid to Independent Registered Public Accounting Firm ......................... 48 Pre-Approval of Services Provided by Independent Registered Public Accounting Firm .... 48 Compensation Discussion and Analysis ................................................. 49 Executive Summary ............................................................ 49 Say on Pay Vote Results and Shareholder Engagement .............................. 51 Dover’s Alignment with Leading Compensation Governance Practices .................. 52 Compensation Principles ....................................................... 53 Compensation Process ......................................................... 54 Elements of Executive Compensation ............................................. 58 Other Benefits ................................................................ 69 Other Elements of Compensation ................................................ 70 Compensation Committee Report ................................................ 72 Executive Compensation Tables ................................................. 73 Summary Compensation Table .................................................. 73 Grants of Plan-Based Awards in 2020 ............................................. 75 Outstanding Equity Awards at Fiscal Year-End 2020 ................................. 76 Option Exercises and Stock Vested in 2020 ........................................ 78 Pension Benefits through 2020 .................................................. 78 DOVER CORPORATION – 2021 Proxy Statement i TABLE OF CONTENTS Nonqualified Deferred Compensation in 2020 ...................................... 80 Potential Payments upon Termination or Change in Control .......................... 81 Proposal 4 — Advisory Resolution to Approve Named Executive Officer Compensation ......... 85 Shareholder Proposal ............................................................... 86 Proposal 5 – Shareholder Proposal Regarding the Right to Act by Written Consent ....... 86 Share Ownership Information ......................................................... 89 Security Ownership of Certain Beneficial Owners and Management ................... 89 General Information About the Annual Meeting ........................................... 91 Appendix A – Dover Corporation 2021 Omnibus Incentive Plan ............................. A-1 DOVER CORPORATION – 2021 Proxy Statement ii PROXY STATEMENT SUMMARY Annual Meeting Information Date: May 7, 2021 Time: 9:00 a.m., Central Time Record Date: March 10, 2021 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 18, 2021. Items of Business There are five proposals to be voted on at the Annual Meeting: Board Voting Page ITEM Proposal Recommendation Reference FOR each director ITEM 1 The election of ten nominees for director 12 nominee ITEM 2 The adoption of the Dover Corporation 2021 Omnibus Incentive Plan FOR 37 ITEM 3 The ratification of the appointment of PwC as our independent FOR 46 registered public accounting firm for 2021 ITEM 4 An advisory resolution to approve NEO compensation FOR 85 ITEM 5 A shareholder proposal regarding the right to allow shareholders to AGAINST 86 act by written consent, if properly presented 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 – 2021 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, Fueling Solutions, Imaging & Identification, Pumps & Process Solutions, and Refrigeration & Food Equipment. 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 23,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible. 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 operating structure of five business segments allows for differentiated acquisition focus consistent with our portfolio and capital allocation priorities and presents opportunities to identify and capture operating synergies, such as global sourcing and supply chain integration, shared services, and manufacturing practices, and further advances the development of our executive talent. • 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