EXECUTIVE COMPENSATION TABLES
| | (4) | See Note (1) for a discussion of annual bonuses under the AIP asnon-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 “—“Executive Compensation Tables — Pension Benefits through 2019.2022.” Mr. Spurgeon’s Change in Pension value is a negative amount of $222,117 for 2018, so it is presented as zero in the table above. |
| | (6) | Amounts for 2019 represent2022 represent: (i) 401(k) matching contributions of $9,800$10,675 for Messrs.Mr. Cerepak Spurgeon, Kloosterboer and Ms. Cabrera and $12,600$13,725 for Mr.Messrs. Tobin and Juneja, and Ms. Bors, (ii) dividends received on RSUs in the amount of $122,225, $27,366, $15,725, $11,438$371,593, $17,190, $4,020 and $11,438$6,809 and $1,957 for MessrsMessrs. Tobin, Cerepak, SpurgeonJuneja and KloosterboerMses. Cabrera and Ms. Cabrera,Bors respectively, and (iii) for Messrs. Spurgeon, KloosterboerTobin and Juneja, and Ms. Cabrera, health club membership reimbursementBors, respectively, $130,831, $25,566 and (iv)$21,934 for Mr. Tobin, $90,475 of nonqualified deferred compensation match and $25,850 of 1% automaticthe 4.5% non-elective contributions in the nonqualified deferred compensation plan, since he doesthey do not participate in the PRP. |
CEO Employment Agreement
In connection with the hiring of Mr. Tobin as our CEO, Mr. Tobin and Dover entered into a three-year employment agreement commencing May 1, 2018. In recognition of Mr. Tobin’s outstanding leadership and contributions to value creation, the agreement was renewed for a three-year period ending May 1, 2024. Under the terms of the agreement, Mr. Tobin is entitled to a minimum annual base salary of $1.2 million and a minimum target annual bonus equal to 125% of his base salary, and the receipt of an annual equity grant for each of Dover’s fiscal years ending during the term of the agreement with a grant date fair value of not less than $7 million. During the term of the agreement, Mr. Tobin will also be entitled to employee benefits on the same basis as those generally available to executive officers of Dover.
In connection with his hiring, Mr. Tobin received aone-time make-whole equity grant consisting of 75,971 performance shares, and 164,603 RSUs. Mr. Tobin also received aone-time make-whole cash payment of $1,000,000.
Mr. Tobin is entitled to receive certain severance payments and benefits in the event his employment is terminated by Dover without cause or by him for good reason. See “Potential Payments upon Termination orChange-in-Control”. Change in Control.”
At the end of the term of the agreement, Mr. Tobin will continue to be employed by Dover as anat-will employee and participate in severance and other benefit plans on the same terms as other executives.
CEO Pay Ratio
As permitted under SEC rules, to calculateWe are providing the following information about the relationship of the annual total compensation of our 2019 CEO payChief Executive Officer and our median employee. This ratio we have used the sameis a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
For purposes of identifying our global median employee, who was used to calculate our 2018 CEO pay ratio. That median employee’s total compensation was $45,141 for 2019. We identified the median employee for 2018 using a methodology in accordance with SEC rules we used the same global median employee for calculating the 2022 ratio as explainedwe did for calculating the 2021 ratio, as we believe that there has been no material change in our proxy statementemployee population or the employee compensation arrangements, or in the circumstances of the median employee.
For purposes of this analysis, our global headcount was 25,606 employees (13,329 U.S. and 12,227 non-U.S.) as of our December 31, 2022 determination date. Eleven countries were excluded (2.1% of the total workforce) under the permissible 5% exclusion, with employee counts as follows: Argentina (20), Colombia (4), Costa Rica (1), Dominican Republic (59), Indonesia (5), Malaysia (136), Mexico (111), Russian Federation (34), Taiwan (19), Thailand (130), and Turkey (13). After country exclusions, our total headcount was 25,074 employees (13,329 U.S. and 11,745 non-U.S.). As is permitted under the rules, to determine our median employee, we chose “base salary” as our consistently applied compensation measure. We estimated annual base salary for hourly workers employed for the entire year using their hourly rate and a reasonable estimate of hours worked for the year. For employees who commenced work during 2022, we annualized their annual base salary. We then produced a sample of employees who were paid within a 0.5% range of that median and selected an employee from within that group as our 2018 annual meeting, filed with the SEC on Schedule 14A on March 21, 2019.median employee. We determined that employee’s (Summary Compensation Table) total compensation was $51,237 for 2022.
We calculated 20192022 annual total compensation for both our median employee and Mr. Tobin using the same methodology that we use to determine our NEOs’named executive officers’ annual total compensation for the Summary Compensation Table. Mr. Tobin’s total compensation was $9,149,075,$14,143,252 resulting in an estimated ratio of 203:276:1 for CEO pay to median worker pay.
Our global headcount was 24,012 employees (12,447 U.S. and 11,565non-U.S) as of December 31, 2019. We used December 31 as our determination date, rather than last year’s determination date of December 10, so that the date aligned with the end of the calendar year, which made it easier for us to gather the required payroll information. Thirteen countries were excluded (2.5% of the total workforce) under the permissible 5% exclusion, with employee counts as follows: Argentina (24), Austria (2), Costa Rica (16), Czech Republic (24), Dominican Republic (55), Kenya (2), Malaysia (111), Mexico (154), Norway (12), Portugal (11), South Korea (20), Taiwan (21), and Thailand (150). After country exclusions, our total headcount was 23,410 employees (12,447 U.S. and 10,963non-U.S.).
DOVER CORPORATION –20202023 Proxy Statement 63 58
