SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934
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![[MISSING IMAGE: lg_amphenolcorp-pn.jpg]](/files/DEF 14A/0001104659-23-043335/lg_amphenolcorp-pn.jpg)
358 HALL AVENUE
WALLINGFORD, CONNECTICUT 06492
18, 2023 10, 202320212023 ANNUAL MEETING OF STOCKHOLDERSWednesday,Eastern Time, on Thursday, May 19, 2021
World Headquarters
Conference Center
358 Hall Avenue
Wallingford, CT 06492
(203) 265-8900the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employeescompensation of Amphenol and Subsidiaries.To approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock.67.D'Amico
D’Amico[12], 2021—IMPORTANT—PLEASE COMPLETE, DATE, SIGN AND RETURNTHE ACCOMPANYING PROXY WHETHER ORNOT YOU PLAN TO ATTEND THE MEETING
THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING 19, 2021:18, 2023: The Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 20202022 are available at www.edocumentview.com/APH.
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Security Ownership of Certain Beneficial Owners | | | | | | | ||
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• Director Selection Process; Board Diversity | | | | | | | ||
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• Compensation of Named Executive Officers | | | | | | | ||
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Certain Relationships and Related Party Transactions | | | | | | | ||
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| • Time and Date | | | 11:00 a.m., | | |
| • Place | | | Amphenol Corporation World Headquarters Conference Center 358 Hall Avenue Wallingford, CT 06492 | |
| • Record Date | | | March | |
| • Voting | | | Stockholders as of the record date are entitled to vote. Each share of Common Stock is entitled to one vote for each director nominee and for each of the other proposals to be voted on. | |
Edward G. Jepsen 1989-1997; Y Rita S. Lane Y C Y ● Martin H. Loeffler Y N Anne Clarke Wolff Y “all other Deadline for stockholder proposals to be included in the proxy statement for the DATE The following table illustrates votes required, and the impact of abstentions and broker non-votes. The Company pays the cost of preparing, printing, assembling and mailing this proxy soliciting material. The Company has engaged the firm of Georgeson LLC to assist in the distribution of this Notice of The Vanguard Group BlackRock, Inc. FMR LLC DIRECTORS AND EXECUTIVE OFFICERS Martin Booker Stanley L. Clark 74,614(2)(3) John D. Craig 13,714(2) William Doherty 429,600(1) David P. Falck 37,410(2) Yaobin Gu 780,400(1) Edward G. Jepsen 484,334(2) Craig A. Lampo 1,575,800(1) Rita S. Lane 2,436(2) Robert A. Livingston 22,214(2) Martin H. Loeffler 951,666(2) R. Adam Norwitt 6,566,326(4) Anne Clarke Wolff 10,590(2) All executive officers and directors of the Company as a group (18 persons) 14,885,716 ten. Mr. Clark has indicated that he will not stand for re-election after his term expires at the Annual Meeting. The Company thanks Mr. Clark for his seventeen years of dedicated service. Company in the best interests of its stockholders. The PARTICULAR IMPACT SKILLS AND QUALIFICATIONS Robert A. Livingston Anne Clarke Wolff Board Vote
Recommendation Page References
(for more detail) Election of Nine Directors 6-205-25
Other Management Proposals
•
FOR
FOR24-26 28-30 •
FOR
FOR27-54 31-63 •Approval of Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries
FOR1 YEAR
55-6164 •
Stockholder ProposalApproval of an amendment to the Company's Certificate of Incorporation to increase the Number of authorized shares of Common Stock
FORAGAINST
62-6368-70 Director
Tenure Principal
Occupation Independent Committee
Memberships Other Public
Company Boards Stockholder Proposal
Name
AC CC EC NCGC PC •
Improve our Catch-22 Proxy AccessNancy A. Altobello
AGAINST68-70iiiCommitteeMembershipsDirectorTenurePrincipalOccupationExperience/QualificationsOther PublicCompany BoardsNameIndependentACCCECNCGCPCStanley L. Clark Since 20052021 Former Lead Trustee and Senior AdvisorGlobal Vice Chair, Talent of Goodrich, LLCErnst & Young - Leadership- Finance- Global- Industry- Operations Y ●,F ● MarketAxess Holdings Inc./Wex Inc. David P. Falck
(Presiding Director) Since 2013 Former Executive Vice
President and General Counsel,
Pinnacle West Capital Corporation Y ● ● C X X John D. Craig Since 2017Former CEO of EnerSys- LeadershipYXCX- M&A- Technology- OperationsDavid P. FalckSince 2013Former Executive Vice- LeadershipYXXC(Presiding Director)President and General- ComplianceCounsel- RiskPinnacle West Capital ManagementCorporation- M&A 1989-1997;
Since 2005 Former CEO and Chairman of Coburn Technologies, Inc. - Leadership C,F X X ● Since 2005Technologies, Inc.- Finance- Global- Industry Since 2020 Former VP of Operations of Apple Inc. - Leadership- Supply Chain- Global- Technology- Operations ● L3Harris Technologies/SanminaCorporation/Technologies, Inc./Signify N.V. Robert A. Livingston Since 2018 Former CEO of Dover Corporation - Leadership X,F X X C RPM International Inc. Corporation- GlobalInternational Inc.- Manufacturing- M&A- Finance
(Chairman) Since 1987 Former CEO of Amphenol
Corporation - Leadership- Global- Industry- Technology R. Adam Norwitt Since 2009 President and CEO of Amphenol Corporation - Leadership Prahlad Singh Amphenol Corporation - GlobalSince 2023 President and CEO of PerkinElmer, Inc. Y PerkinElmer, Inc. - Industry- Operations- M&A Since 2018 Former Chairman Global Corporate Founder and Investment Banking - BankCEO of AmericaIndependence Point Advisors - Leadership- Finance- M&A- Global X,F ●,F X C ● C ACAttendanceIn 2020, each of the Company's directors attended 100% of the Board and the Committee meetings on which such nominee sits.iv"Investors"“Investors”, then "Governance"“Governance”, and then "Governance Documents"“Governance Documents”:
Corporate Governance Principles
Global Human Rights Policy
Political Activity Statement
Stock Ownership Guidelines—Directors
Stock Ownership Guidelines—ExecutivesboardBoard committee charters on its website at www.amphenol.com under the heading "Investors"“Investors”, then "Governance"“Governance”, then “Board of Directors” and then "Board of Directors"“Committee Charters”:
Compensation Committee Charter
Executive Committee Charter
Nominating/Corporate Governance Committee Charter
Pension Committee Charter20202022 annual meeting of stockholders, the Company'sCompany’s stockholders cast a non-binding advisory vote to approve the compensation of the Company'sCompany’s named executive officers as disclosed in the proxy statement for that meeting. The Company'sCompany’s stockholders overwhelmingly approved the proposal with more than 90%88% of the shares voted being cast in favor of the proposal. These programs and policies remain unchanged, as described in detail beginning on page 27.31. The Company'sCompany’s core management compensation programs includeprogram includes base salary, an annual performance-based incentive plan payment opportunity, an annual stock option awardsaward (with 20% vesting each year over a five-year period), insurance benefits and retirement benefits. Compensation programsemphasizeemphasizes at-risk, performance-based elements. Fixed compensation elements, including base salary, retirement benefits and other compensation are designed to be market competitive for purposes of retention, and to a lesser extent, recruitment. However, it is intended that a larger part of the named executive officers'officers’ compensation be geared to reward performance that generates long-term shareholder value.Company'sCompany’s Chief Executive Officer, fixed compensation elements including salary, retirement benefits and "all“all other compensation"compensation” comprised approximately 18%13% of his total 20202022 compensation. His at-risk compensation linked to increasing shareholder value comprised approximately 82%87% of his total 20202022 compensation. These at-risk elements include stock options granted with an exercise price equal to the closing price of the Company'sCompany’s common stock on the date of grant which only generate value if the Company'sCompany’s share price increases after the grant date. The other at-risk compensation is annual incentive plan compensation which historically has not paid out if year-over-year Adjusted Diluted EPS declines, in addition to other considerations designed to motivate the Chief Executive Officer to generate long-term shareholder value, and rewards the Chief Executive Officer for growth in Company revenues and Adjusted Diluted EPS. For the Company'sCompany’s other named executive officers as a group, fixed compensation elements comprised approximately 17%18% of total 20202022 compensation while at-risk compensation comprised approximately 83%82% of total 20202022 compensation. As with the Chief Executive Officer, the fixed compensation elements for the other named executive officers include salary, retirement benefits and "allvcompensation"compensation”, while the at-risk items include stock options and annual incentive plan compensation linked to goals that encourage growth in revenues and either Adjusted Diluted EPS or operating income, depending on the role of the named executive officer.Company'sCompany’s continuing success.another stronga record year in 2020, especially2022, which was particularly impressive considering the unprecedented COVID-19 pandemic. Notwithstanding the uncertain and challenging public health and economic environment related todisruptions caused by the COVID-19 pandemic, as well as the significant inflationary and supply chain pressures. Notwithstanding this environment, we achieved:$8.599$12.623 billion, up 5%16% in U.S. dollars and 2%15% organically compared to 2019 $1.96,$3.06, up 4%22% compared to the prior year$1.87, unchanged from 2019 19.1%20.5% and 19.2%20.7%, respectively$1.592$2.175 billion and $1.328$1.796 billion, respectively Amphenol's20202022 enabled us to continue our track record of creating long-term value for our stockholders. OverDuring the past two pandemic-impacted years, Amphenol has grown our sales and Adjusted Diluted EPS by 47% and 60% respectively, a significant achievement given the severity and length of the crisis. In addition, over the past ten years, Amphenol has delivered compound annual sales growth of 9%11% and Adjusted Diluted EPS growth of 11%13%. This superior performance has created sustained shareholder value as reflected in Amphenol'sAmphenol’s stock delivering an approximately 18% compound annual return infor the ten years ending December 31, 2020,2022, significantly exceeding the performance13% return of the S&P 500 during that same time period. In 2020, the Company continued![[MISSING IMAGE: bc_netsales-4c.jpg]](/files/DEF 14A/0001104659-23-043335/bc_netsales-4c.jpg)
have a flexiblefootnote 1 and balanced approachaccompanying text on page 36 for definitions of certain non-GAAP financial measures. Refer to capital allocation by:•Completing two strategic acquisitions, and in December 2020 announcing the significant acquisition of MTS Systems (Nasdaq: MTSC), which is expected to close by the middle of 2021; •Investing in excess of $275 million into new products, facilities and capabilities to fuel future growth and expansion; •Increasing the Company's quarterly dividend by 16%; and •Returning $641 million to stockholders through the repurchase of 12.0 million sharesPart II, Item 7 of the Company's stock. Amphenol'sCompany’s Form 10-K for definitions and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.![[MISSING IMAGE: bc_adjustedeps-4c.jpg]](/files/DEF 14A/0001104659-23-043335/bc_adjustedeps-4c.jpg)
2020.2022. Despite the challenges posed by supply chain disruptions, an inflationary environment and the COVID-19 pandemic, and its impact on the global economy,as well as other operational difficulties, our team continued to capitalize on our value-creating high-technology solutions and the growth trends in our markets even in times of crisis.markets. We are encouraged by the platform of strength that has been created by the Company'sCompany’s strong performance amidst the unprecedented uncertainties of 2020. Ourin 2022. We believe that our unique Amphenolian culture of entrepreneurial accountability will continue to be the core reason for our success.why we are successful. The COVID-19 pandemic has caused unprecedented disruption and uncertainty. Our team is working tirelessly to supportAmphenol over a period of five years ending December 31, 2022 with the battle against the spreadperformance of the COVID-19 virus, including in particular by taking significant measures to ensure that our employees, together with their familiesStandard & Poor’s 500 (“S&P 500”) Stock Index and the communitiesDow Jones U.S. Electrical Components & Equipment Index (“DJUSEC”). This graph assumes that $100 was invested in which they live remain healthyour Common Stock and safe. In addition, we have supported our customerseach index on December 31, 2017, reflects reinvested dividends, and is weighted on a market capitalization basis as they respondof the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to(1)Refer to footnote 1 and accompanying text on page 33 for definitions of non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.viurgent needs for a wide variety of medical equipment, to upgrade the coverage and bandwidth of communications networks and to support first responders with necessary equipment, among many other initiatives. The Company continues to emphasize performance through its compensation programs. Notwithstanding the unexpected and unprecedented challenges that the COVID-19 pandemic created for our management team, no structural changes were made to our core compensation programs and no adjustments were made to the financial targets under our 2020 Management Incentive Plan which were established before the crisis emerged.![[MISSING IMAGE: lc_nongaap-4c.jpg]](/files/DEF 14A/0001104659-23-043335/lc_nongaap-4c.jpg)
Company'sCompany’s stockholders. Through these engagements the Company has obtained valuable feedback. For example, inCompany'sCompany’s By-Laws that, among other things, implemented "proxy access"“proxy access”, which, subject to the requirements of the By-Laws, permits any stockholder or group of up to 20 stockholders that beneficially owns at least 3% of the Company'sCompany’s outstanding Common Stock continuously for three years to nominate candidates for election to the Board and to require the Company to list such nominees in the Company'sCompany’s proxy statement. In prior years, the Company has taken a variety of other significant actions in response to investor feedback, such as lowering the threshold to call special meetings of stockholders from 50% to 25%, declassifying the Board and providing for the annual election of directors, allowing stockholders to act by written consent and eliminating supermajority voting requirements in the Company'sCompany’s Certificate of Incorporation and By-Laws. In 2020,2022, in addition to our regular investor engagement, the Company has againalso engaged with a number of importantother stakeholders on a variety of topics, including various environmental, social and governance ("ESG"(“ESG”) related topics. We are dedicated totrue,strong relationships with our stakeholders and engaging in good corporate governance create long-term value for our customers, employeesCompany. We also recognize that our ESG practices and stockholders.initiatives require transparency and accountability. To that end, we publish a Sustainability Report on an annual basis, the most recent of which is available on the home page of our website. We strongly believe that sustainable business practices are atanticipate publishing our 2022 Sustainability Report prior to the core of ensuring our success and longevity.Annual Meeting. For more information about our sustainability efforts,ESG practices and initiatives, please visit the sustainability section of our website at https://www.amphenol.com/sustainability as well as our 2020 Sustainability Report available on our website. 20222024 annual meeting of stockholders. December 13, 202112, 2023 vii12, 2021)10, 2023) is furnished to the holders of the Class A Common Stock, par value $.001 per share ("(“Common Stock"Stock”), of Amphenol Corporation (the "Company"“Company” or "Amphenol"“Amphenol”) in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders to be held in the Conference Center at the Company'sCompany’s Corporate Headquarters at 358 Hall Avenue, Wallingford, Connecticut 06492 (telephone (203) 265-8900) at 11:00 a.m., Eastern Time, on Wednesday,Thursday, May 19, 202118, 2023 (the "Annual Meeting"“Annual Meeting”).DATE/STOCK SPLIT"Board"“Board”) has fixed the close of business on March 22, 202120, 2023 as the Record Date for the 20212023 Annual Meeting (the "Record Date"“Record Date”). Only stockholders of record at the Record Date are entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof, in person or by proxy. On January 27, 2021, the Board of Directors approved a two-for-one split of the Common Stock, which was issued on March 4, 2021 to stockholders of record as of February 16, 2021. In this Proxy Statement, all references to shares of Common Stock and options to purchase shares of Common Stock reflect said two-for-one split, including tables, EPS references and annexes. At the Record Date, there were 599,356,937595,262,194 shares of Common Stock outstanding."broker“broker non-vote."” Proposal ProposalRequired Vote Impact ofAbstentionsImpact of BrokerNon-Votes Impact of
Abstentions Impact of Broker
Non-Votes 1. Votes "For"“For” a nominee must exceed votes "Against"“Against” that nominee No impact on outcome Not counted as votes cast; no impact on outcome Approval by a majority of the votes cast No impact on outcome Not expected; not counted as votes cast; no impact on outcome Approval by a majority of the votes cast No impact on outcome Not counted as votes cast; no impact on outcome Proposal Required Vote Impact of
Abstentions Impact of Broker
Non-Votes 4. Approvalthe Amended 2017 Stock Purchase and Option Plan for Key Employeesfuture advisory votes to approve compensation of Amphenol and Subsidiariesnamed executive officers Approval by a majority of the votes cast; if no option receives a majority of the votes cast, the Board will consider the option that receives the most votes Effect of a vote "Against" No impact on outcome Not counted as votes cast; no impact on outcome Approval of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common StockApproval by a majority of the outstanding shares of Common StockEffect of a vote "Against"Effect of a vote "Against" 6. Approval by a majority of the votes cast No impact on outcome Not counted as votes cast; no impact on outcome "street name"“street name”, the stockholder must follow the directions provided by its bank, broker or other intermediary for revoking or modifying voting instructions. For shares that are registered in the stockholder'sstockholder’s own name, the proxy may be revoked by written notification to the Company Secretary prior to its exercise and providing relevant name and account information, submitting a new proxy card with a later date (which will override the earlier proxy) or voting in person at the Annual Meeting. the approval of the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries and the amendment of the Certificate of Incorporation to increase the number of authorized shares of Common Stock are advisory and therefore not binding on the Company. However, the Board will consider the outcome of these votes in its future deliberations.Company'sCompany’s transfer agent, Computershare Trust Company, N.A., will tabulate the votes.20212023 Annual Meeting and Proxy Statement and will pay Georgeson LLC its out of pocket expenses for such services. The Company will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Georgeson LLC has also been retained to assist in soliciting proxies for a fee not expected to exceed $10,000,$11,000, plus distribution costs and other costs and expenses. Proxies may also be solicited from some stockholders personally, by mail, e-mail, telephone or other means of communication by the Company'sCompany’s directors, officers and regularother employees who are not specifically employed for proxy solicitation purposes and who will not receive any additional compensation.Company'sCompany’s outstanding Common Stock as of December 31, 2020.2022.Name and Address of Beneficial Owner
Beneficial Ownership Percent of Class The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 71,419,682(1) 12.0% FMR LLC.
245 Summer Street
Boston, MA 02210 53,735,004(2) 9.0%
55 East 52nd Street
New York, NY 10055 45,350,959(3) 7.6% Amount and Nature of
Beneficial Ownership Percent of Class
100 Vanguard Blvd.
Malvern, PA 19355 64,587,088 (1) 10.8 %
55 East 52nd Street
New York, NY 10055
45,708,958
(2)
7.6
%
245 Summer Street
Boston, MA 02210
43,342,710
(3)
7.2
%
(1)(1)13G13G/A filed by such beneficial owner on February 10, 20219, 2023 for the year ended December 31, 20202022 indicates that it has (i) sole voting power over 0 shares, (ii) shared voting power over 1,070,084837,269 shares, (iii) sole dispositive power over 61,919,39869,039,832 shares and (iv) shared dispositive power over 2,667,6902,379,850 shares.13G13G/A filed by such beneficial owner on January 29, 2021February 9, 2023 for the year ended December 31, 20202022 indicates that it has (i) sole voting power over 38,705,38251,690,601 shares, (ii) shared voting power over 0 shares, (iii) sole dispositive power over 45,708,95853,735,004 shares and (iv) shared dispositive power over 0 shares.13G13G/A filed by such beneficial owner on February 8, 2021January 31, 2023 for the year ended December 31, 20202022 indicates that it has (i) sole voting power over 7,787,35640,939,199 shares, (ii) shared voting power over 0 shares, (iii) sole dispositive power over 43,342,71045,350,959 shares and (iv) shared dispositive power over 0 shares.
MANAGEMENTCompany'sCompany’s Common Stock as of April 1, 2021March 31, 2023 by each director, the named executive officers (listed in the Summary Compensation Table on page 39)44) and by all executive officers and directors of the Company as a group. Except as otherwise noted, the individuals listed in the table below have the sole power to vote or transfer the shares reflected in the table.Name of Beneficial Owner
Nature of
Beneficial
Ownership
Class Nancy A. Altobello 4,501(1) * Stanley L. Clark 79,681(1)(2) * William Doherty 611,786(3) * David P. Falck 42,477(1) * Jean Luc Gavelle 436,786(3) * Edward G. Jepsen 489,401(1) * Craig A. Lampo 2,074,089(3) * Rita S. Lane 7,503(1) * Robert A. Livingston 47,281(1) * Martin H. Loeffler 956,733(1) * R. Adam Norwitt 5,768,743(4) * Prahlad Singh 768(1) * Luc Walter 1,151,748(3) * Anne Clarke Wolff 15,657(1) * All executive officers and directors of the Company as a group
(16 persons) 13,227,654 2.22% Amount and
Nature of
Beneficial
Ownership Percent of
Class 954,000(1) *
*
*
*
*
*
*
*
*
*
*
1.1
%
*
2.5
%
**in this table include 1,456,800, 429,600, 952,8001,837, 77,017, 39,813, 486,737, 4,839, 44,617 and 778,400 shares, which are not owned by Messrs. Lampo, Doherty, Booker and Gu, respectively, but which would be issuable upon the exercise of stock options pursuant to the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries and/or the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries which are exercisable or would be exercisable within 60 days of April 1, 2021. With respect to Mr. Lampo, this table also includes 119,000 shares, of which 101,274 shares are held directly and 17,726 shares are held in trusts over which he has sole voting power. This table also includes 1,200 shares owned directly by Mr. Booker's spouse and 2,000 shares held directly by Mr. Gu.(2)The share ownership amounts in this table include 71,066, 10,166, 33,862, 480,786, 18,666 and 7,042,12,993 shares which are owned directly by Messrs.the following directors: Altobello, Clark, Craig, Falck, Jepsen, Lane, Livingston and Ms. Wolff, respectively; and 948,118954,069 shares which are held in trusts over which Mr. Loeffler has sole voting power. Of the 10,166 shares owned by Mr. Craig reflected in this table, 328 are owned by his spouse. This table also includes 3,5482,664 shares of restricted stock owned by each of Messrs.the following directors: Altobello, Clark, Craig, Falck, Jepsen, Lane, Livingston, Loeffler and Ms. Wolff, and 2,436768 shares of restricted stock owned by Ms. Lane,Mr. Singh, all of which vest within 60 days of April 1, 2021.
(3)reflected in this table do not include any shares of the Company'sCompany’s Common Stock which maywill be issued to him pursuant to the Amphenol Corporation Directors'Directors’ Deferred Compensation Plan (the "Directors'“Directors’ Deferred Compensation Plan"Plan”) described under, which is a legacy program that allowed non-employee directors to elect to defer payment of their fees to a future date with the caption "Director Compensation for the 2020 Fiscal Year" beginning on page 18.ultimate payment being made in Common Stock. Mr. Clark was appointed to the Board on January 27, 2005 and the cumulative balance in his Directors'Directors’ Deferred Compensation Plan account as of April 1, 2021,March 31, 2023, including credit for dividends paid, is 35,79136,516 unit shares. Commencing with the fourth quarter 2009, Mr. Clark elected to receive his quarterly director'sdirector’s fees in cash in lieu of shares. As long as the election to receive quarterly director's fees in cash in lieu of shares continues, theThe cumulative balance in Mr. Clark's Director'sClark’s Director’s Deferred Compensation Plan account will only increase bybe distributed to Mr. Clark following his retirement from the number of shares credited for dividends.(4)forinclude 611,786, 436,786, 1,955,000 and 953,786 shares, which are not owned by Messrs. Doherty, Gavelle, Lampo and Walter, respectively, but which would be issuable upon the exercise of stock options which are exercisable or would be exercisable within 60 days of March 31, 2023. With respect to Mr. Norwitt inLampo, this table include 482,424also includes 119,000 shares, ownedof which 46,947 shares are held directly by Mr. Norwitt, 467,902and 72,053 shares which are held in trusts over which he has sole voting powerpower. This table also includes 197,962 shares held directly by Mr. Walter.5,616,000465,918 shares are held in trusts over which he has sole voting power) and 4,333,417 shares which are not owned by Mr. Norwitt but which would be issuable upon the exercise of stock options pursuant to the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries and the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, which are exercisable or would be exercisable within 60 days of April 1, 2021.March 31, 2023.Company'sCompany’s executive officers and directors, and any persons who own more than 10% of the Common Stock, file reports of initial ownership of the Company'sCompany’s Common Stock and subsequent changes in that ownership with the Securities and Exchange Commission ("SEC")SEC and furnish the Company with copies of all forms they file pursuant to Section 16(a). As a practical matter, the Company seeks to assist its directors and officers by monitoring transactions and completing and filing reports on their behalf.2020, except that on June 3, 2020 a Form 4 was filed with the SEC reporting gifts by Luc Walter of 10,000 shares in the aggregate of Common Stock which were inadvertently not previously reported in 2019 and 2020.nine.Stanley L. Clark, John D. Craig,Nancy A. Altobello, David P. Falck, Edward G. Jepsen, Rita S. Lane, Robert A. Livingston, Martin H. Loeffler, R. Adam Norwitt, Prahlad Singh and Anne Clarke Wolff for a term of one year that will expire at the 20222024 Annual Meeting. including individual experience, qualifications, attributes and skills that led the Board to conclude that the director should serve on the Board is set forth below.in the biographical descriptions on the following pages and in the table on page 17 under the heading Board of Directors Summary Information. The Company'sCompany’s goal is to assemble a Board that works together and with management to deliver long-term shareholder value. The Company believes that the nominees and directors set forth below, each of whom is currently a director of the Company, possess the skills and experience necessary to guide theCompany'sCompany’s current Board consists of individuals with proven records of success in their chosen professions and with the Company. They all have high integrity and keen intellect. They are collegial yet independent in their thinking, and have demonstrated the willingness to make the time commitment necessary to be informed about the Company and its relevant industry, including its customers, suppliers, competitors, stockholders and management. Members of the Board also have extensive experience in leadership, the management of public companies, risk assessment and management, accounting and finance, capital markets, sustainability, mergers and acquisitions, supply chain, technology and global business practices and operations.offices heldprofessional experience and other business directorships of public companies during at least the past five years offor each of the proposed director nominees. Beneficial ownership of equity securities of the current directors and the proposed director nominees is shown under the caption Security Ownership of ManagementDirectors and Executive Officers on page 5.4.Martin H. Loeffler, PhD — Chairman of the Board Stanley L. Clark AGE: 78 AMPHENOL
COMMITTEES OTHER PUBLIC
DIRECTORSHIPS ![[MISSING IMAGE: ph_martinhloeffler-4c.jpg]](/files/DEF 14A/0001104659-23-043335/ph_martinhloeffler-4c.jpg)
none none Clark, age 77, hasLoeffler had been a Director since 2005. Mr. Clark isan employee of the former Lead Trustee and Senior AdvisorCompany for 37 years when he retired in December 2010. He was executive chair of Goodrich, LLC, where he also served as chief executive officer and trusteethe Company from 2001 until 2014. This role has provided him excellent insight into a broad range of markets and investment perspectives as well as financial analysis. He gained significant experience in general management of a complex manufacturing organization as2009 to 2010, chief executive officer of Simplex Time Recorderthe Company from 1998 to 2001 and director from 1996 to 2001, chief operating officer2008 and president of the Company from 19961987 to 1998 and group vice president from 1994 to 1996.2007. Prior to working at Simplex Time Recorder Company,assuming the position of president, he held various positionsoversaw the Company’s international operations, and prior to that served in general management and operations roles in several European countries. He has a technology background with Raytheon Company over a period of 17 years, including service as the corporate group vice president for the commercial electronics groupPhD in physics and experience as a director of New Japan Radio Company, a joint venture between Raytheon Company and Japan Radio. Mr. Clark also served four yearsresearcher in the United States Navy.field of semiconductors.bringshas residence, work and cultural experience in many European countries. He earned his BS and PhD from the University of Innsbruck, Austria. PARTICULAR IMPACT Mr. Loeffler’s extensive experience in the interconnect industry and 50-year association with Amphenol, together with his leadership, international experience, technology background and close association with the culture of Amphenol are of tremendous value to the Board international experience as well as an understanding of the aerospaceBoard. SKILLS AND QUALIFICATIONS defense industry, important markets for the Company. Mr. Clark is Chairman of the Finance David P. Falck — Presiding Director AGE: 70 AMPHENOL
COMMITTEES OTHER PUBLIC
DIRECTORSHIPS ![[MISSING IMAGE: ph_davidpfalck-4c.jpg]](/files/DEF 14A/0001104659-23-043335/ph_davidpfalck-4c.jpg)
and is a member of the and the Pension Committee.(Chair) none John D. Craig Mr. Craig, age 69, has been a Director since 2017. Mr. Craig served as the Chief Executive Officer of EnerSys from 2000 to 2016 and also served as its President from 2000 to 2014. From 1998 to 2000, Mr. Craig served as the president and chief operating officer of Yuasa Inc., the predecessor company to EnerSys. He joined Yuasa in 1994 as its vice president of operations and was promoted to executive vice president of operations in 1995. In 2000, he led the management buy-out of the Americas industrial battery business from Yuasa Corporation of Japan, which resulted in the creation of EnerSys. From 1994 until his retirement, Mr. Craig oversaw the acquisition and integration of 39 companies in all regions of the world. He led the IPO of EnerSys in 2004. Mr. Craig began his professional career as an engineer with Whirlpool Corporation in 1977. He served as the chairman of EnerSys from 2000 until 2016 and served as its director from 2000 to 2016. Mr. Craig brings to the Board his extensive experience leading a global manufacturing company, together with his deep exposure to many of the Company's end markets as well as a well-developed expertise in mergers and acquisitions. Mr. Craig is Chairman of the Executive Committee and is a member of the Compensation Committee and the Pension Committee. David P. Falck Mr. Falck, age 68, has been a Director since 2013. company'scompany’s legal affairs and corporate secretary functions.functions, while also serving on the executive risk and strategy committees. He continued as Executive Vice President, Law, from 2017 through April 2018. From 2007 to 2009, he was senior vice president, law for New Jersey-based Public Service Enterprise Group Inc. and served as a member of its executive group. From 1987 to 2007, Mr. Falck was an attorney, a partner inand served on the New York officemanaging board of Pillsbury Winthrop Shaw Pittman LLP where heLLP. Mr. Falck provided strategic advice for a range of clients in the manufacturing, energy and telecommunications industries in the U.S. and abroad, including the Company. His well-developedHe has advised public company boards on a broad range of corporate governance matters. In his practice, he also advised on mergers and acquisitions both domestically and internationally. PARTICULAR IMPACT Mr. Falck brings to the Board decades of legal and financial acumen, bring great value to the Company, in particular with respect to corporate governance, mergers and acquisitions, financing, compliance and legal matters. Mr. Falck SKILLS AND QUALIFICATIONS Nancy A. Altobello AGE: 65 AMPHENOL
COMMITTEES OTHER PUBLIC
DIRECTORSHIPS ![[MISSING IMAGE: ph_nancyaaltobello-4c.jpg]](/files/DEF 14A/0001104659-23-043335/ph_nancyaaltobello-4c.jpg)
Chairmanalso a Certified Public Accountant and a member of the Nominating/Corporate GovernanceAmerican Institute of Certified Public Accountants. At MarketAxess Holdings Inc. Ms. Altobello is the chair of the Audit Committee and a member of the Compensation and Talent Committee and at Wex Inc. she is a member of the Audit Committee and the Leadership Development and Compensation Committee. Mr. FalckMs. Altobello was on the board at MTS Systems Corporation at the time it was acquired by the Company.ason the Board's Presiding Director.boards of Ports America and HR Acuity, two private companies. She is also on the Boards of Fidelity Charitable, Mentor National Partnership, and Fairfield University, all not for profit organizations. Ms. Altobello’s strength in attracting, training and retaining top talent combined with her experience as an audit partner to large global publicly traded corporations provide important perspective and depth to the Board. SKILLS AND QUALIFICATIONS Edward G. Jepsen AGE: 79 AMPHENOL
COMMITTEES OTHER PUBLIC
DIRECTORSHIPS ![[MISSING IMAGE: ph_edwardgjepsen-4c.jpg]](/files/DEF 14A/0001104659-23-043335/ph_edwardgjepsen-4c.jpg)
age 77, has been a Director since 2005. Mr. Jepsen also served as a Directorwas executive vice president and chief financial officer of the Company from 1989 through 1997.2004. Subsequently, he was employed as a non-executive Advisor to the Company from 2005 through his retirement in 2006. Mr. Jepsen has beenwas Chairman and Chief Executive Officer of Coburn Technologies, Inc., a manufacturer and marketer of lens processing systems and equipment for the ophthalmic industry, sincefrom December 2010. Mr. Jepsen was employed as a non-executive Advisor2010 to the Company from 2005 through his retirement in 2006. He was executive vice president and chief financial officer of the Company from 1989 through 2004. During his time as chief financial officer ofNovember 2022. Prior to joining the Company, Mr. Jepsen gainedwas a partner at PricewaterhouseCoopers LLP. PARTICULAR IMPACT Mr. Jepsen has a deep familiarity with the operations, markets, technologies and other business matters of the Company and in particular a comprehensive understanding of the Company related to accounting, auditing and controls. In addition, Mr. Jepsen brings to the Boardwhile also bringing significant experience in public accounting and auditing acquired as a partner at PricewaterhouseCoopers LLP prior to joining the Company. Mr. Jepsen is Chairman of the Audit Committee and is a member of the Executive Committee and the Pension Committee. In the past five years, but not currently, Mr. Jepsen also served as a director and chairman of the audit and finance committee and member of the nominating/corporate governance committee of ITC Holdings Corp.auditing. Rita S. Lane Ms. Lane, age 58, has been a AGE: 60 AMPHENOL
COMMITTEES OTHER PUBLIC
DIRECTORSHIPS ![[MISSING IMAGE: ph_ritaslane-4c.jpg]](/files/DEF 14A/0001104659-23-043335/ph_ritaslane-4c.jpg)
since 2020. Since iPad®iPad® and manufacturing of the Mac®Mac® Desktop & Accessories product lines. From 2006 until 2008, Ms. Lane was Senior Vice President Integrated Supply Chain / Chief Procurement Officer at Motorola, Inc. Prior to working at Motorola, Ms. Lane held various senior-level operations roles at IBM for more than 10 years. Ms. Lane also served for five years as a Captain in the United States Air Force. She is a director of L3Harris Technologies, Inc., Sanmina Corporation and Signify B.V.N.V. At L3Harris, Ms. Lane bringsis a member of the Compensation Committee and the Finance Committee and at Signify, she is a member of the Nominating/Governance Committee and the Digital Committee.Boardprivate boards of Alkegen and DOTS. She has previously served on the Purdue University Electrical & Computer Engineering Advisory Board.internationalas a distinguished electrical engineering alumni (2011) and as a distinguished engineering alumni (2014). PARTICULAR IMPACT Ms. Lane’s deep technology background, together with her years of experience building andwith leading international global hardware operations including supply chains provide the Board with unique and supply chain teams for Fortune 100 companies.valuable insights. SKILLS AND QUALIFICATIONS Mr. Livingston, age 67, has been a AGE: 69 AMPHENOL
COMMITTEES OTHER PUBLIC
DIRECTORSHIPS ![[MISSING IMAGE: ph_robertalivingston-4c.jpg]](/files/DEF 14A/0001104659-23-043335/ph_robertalivingston-4c.jpg)
since 2018. Since Inc,Inc., and served as the president and CEOchief executive officer of Dover Electronics, Inc. from 2004 to 2007. He also served as the president of Vectron International Inc. in 2004. Mr. Livingston also currently serves as director and member of the Compensation Committee and the Executive Committee of RPM International Inc. PARTICULAR IMPACT Mr. Livingston brings to the Board among other things, a successful track record leading a large, publicly-traded U.S. multi-national industrial company, together with his extensive experience in manufacturing, mergers and acquisitions and finance. Mr. Livingston is a member of the Audit Committee, the Compensation Committee and the Executive Committee. Mr. Livingston also currently serves as Director and member of the compensation committee and the executive committee of RPM International Inc. In the past five years, but not currently, Mr. Livingston served as director of Dover Corporation. Martin H. Loeffler Mr. Loeffler, age 76, has been a Director since 1987 and Chairman of the Board since 1997. He had been an employee of the Company for 37 years when he retired in December 2010. He was executive chairman of the Company from 2009 to 2010, chief executive officer of the Company from 1996 to 2008 and president of the Company from 1987 to 2007. Prior to assuming the position of president, he oversaw the Company's international operations, and prior to that served in general management and operations roles in several European countries. He has a technology background with a PhD in physics and experience as a researcher in the field of semiconductors. His leadership, market knowledge, technology background, international and other business experience are of tremendous value to the Company. R. Adam Norwitt AGE: 53 AMPHENOL
COMMITTEES OTHER PUBLIC
DIRECTORSHIPS ![[MISSING IMAGE: ph_radamnorwitt-4c.jpg]](/files/DEF 14A/0001104659-23-043335/ph_radamnorwitt-4c.jpg)
none none 51,53, has been a Director since 2009, and an employee of the Company or its subsidiaries for approximately 2223 years. He has been President since 2007 and Chief Executive Officer since 2009. Mr. Norwitt was chief operating officer of the Company from 2007 through 2008. He was senior vice president and group general manager, worldwide RF and microwave products division of the Company during 2006 and vice president and group general manager, worldwide RF and microwave products division of the Company from 2004 until 2006. Prior thereto, Mr. Norwitt served as group general manager, general manager and business development manager with various operating groups in the Company, including approximately five years resident in Asia. Prior to joining the Company, Mr. Norwitt has a juris doctor degree and trained aswas a corporate lawyer prior to joiningat Gibson, Dunn & Crutcher LLP.Company. He also hasUniversity of Michigan Law School and an MBA degree.from INSEAD. He has studied in the United States, Taiwan, China and France. HisFrance, and is fluent in French and Chinese. PARTICULAR IMPACT Mr. Norwitt has been our chief executive officer for more than 14 years, with a broad array of prior experience within our Company. He brings to the Board vision, leadership, market and technology knowledge, merger and acquisition experience, international exposure and otherknowledge of the day-to-day businesses, operating model and culture of the Company. SKILLS AND QUALIFICATIONS Prahlad Singh, PhD AGE: 58 AMPHENOL
COMMITTEES OTHER PUBLIC
DIRECTORSHIPS ![[MISSING IMAGE: ph_prahladsingh-4c.jpg]](/files/DEF 14A/0001104659-23-043335/ph_prahladsingh-4c.jpg)
none PerkinElmer, Inc. PARTICULAR IMPACT Mr. Singh brings to the Board strong business, operational and merger and acquisition experience with global technology companies including his more than 12 years as our chief executive officer are of significant value to the Company.a publicly traded company. SKILLS AND QUALIFICATIONS AGE: 57 AMPHENOL
COMMITTEES OTHER PUBLIC
DIRECTORSHIPS ![[MISSING IMAGE: ph_anneclarkewolff-4c.jpg]](/files/DEF 14A/0001104659-23-043335/ph_anneclarkewolff-4c.jpg)
none age 55, has beenis the Founder and Chief Executive Officer of Independence Point Advisors, a Director since 2018.women- and minority-owned investment bank and advisory services firm formed in 2021. Previously, Ms. Wolff was a Managing Director at Bank of America from 2011 until 2020 and was most recentlyduring which time she served as Chairman, Global Corporate and Investment Banking.Banking and Head of Global Corporate Banking and Leasing. Prior to that, from 2009 to 2011, Ms. Wolff held senior positions at JP Morgan Chase & Company and from 1998 to 2009 at Citigroup. Ms. Wolff began her career at Salomon Brothers, where she held positions of increasing responsibility from 1989 to 1998.significant experience with global issues acquired through her work with a broad arrayan MBA from Northwestern University—Kellogg School of international clients together with her oversight of an extensive global organization. HerManagement. IMPACT Ms. Wolff brings to the Board deep experience in banking and corporate finance, in particular with respect to all aspects of capital structure and deployment, including mergers and acquisitions, is extremely valuable to the Company. Ms. Wolff is Chairman of the Pension Committeeinvestor relations, treasury and a member of the capital allocation strategy. SKILLS AND QUALIFICATIONS Committee and the Nominating/Corporate Governance Committee.Finance
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.
Amphenol's
Corporate Governance Principles
Global Human Rights Policy
Political Activity Statement
Stock Ownership Guidelines—Directors
Stock Ownership Guidelines—Executives
Compensation Committee Charter
Executive Committee Charter
Nominating/Corporate Governance Committee Charter
Pension Committee Charter
At the time, the Board considered Ms. Wolff's then role as Chairman Global Corporate and Investment Banking at Bank of America ("BofA") and the Company's current financial relationships with BofA, including BofA's role as a lender under the Company's revolving credit facility, participation as an underwriter on certain of the Company's debt offerings and provider of traditional banking services including cash management and trading, and determined that these relationships did not impair her independence. Ms. Wolff is no longer affiliated with BofA.
communicate with the Chief Executive Officer to provide feedback and to effectuate the decisions and recommendations of the directors.
*Financial Expert
The Board has five standing committees: the Audit Committee, the Compensation Committee, the Executive Committee, the Pension Committee and the Nominating/Corporate Governance Committee. The Board has determined that all the members of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee are independent and satisfy the relevant SEC and
the New York Stock Exchange independence requirements for the members of such committees. The Board has determined that all members of the Executive Committee and the Pension Committee are independent.
Audit Committee. The Audit Committee operates under a written charter adopted by the Board. As described more fullyconsidered important in its charter, the principal oversight duties of the Audit Committee include the following: (1) review reports on the evaluation of the Company's internal controlsdecision to re-nominate those individuals to our Board. Except for financial reporting and the Company's annual audited and quarterly unaudited financial statements and related disclosures therein under "Management's Discussion and Analysis of Financial Condition and Results of Operations"; (2) review the Company's earnings press releases; (3) select, engage, evaluate and replace, if deemed necessary, the independent auditors and approve all audit engagement fees and terms and pre-approve all permissible tax and other non-audit services; (4) review the qualifications, performance and independence of the Company's independent auditors; (5) review and approve the scope of the annual audit of the Company's financial statements; (6) review the scope and coverage of the Company's internal audit plan; (7) review the results of internal audits and the procedures for maintaining internal controls; (8) review the integrity of the Company's financial reporting processes and the selection and quality of the Company's accounting principles; (9) review critical accounting principles and practices and applicable legal and regulatory standards and principles and their effect on the financial statements of the Company; (10) review significant audit issuesthose directors identified by the Company's internal audit function or the Company's independent auditors and the Company's responses thereto; (11) review accounting adjustments noted or proposed by the Company's independent auditors, reports on the Company's internal controls, and material written communications with the independent auditors; (12) review and discuss the Company's guidelines and policies for risk assessment and management; (13) assist the Board in fulfilling its responsibility for oversight of cybersecurity-related matters; (14) establish Company hiring policies for employees of the Company's independent auditors; (15) establish procedures for the receipt, retention and treatment of employee concerns regarding questionable accounting or auditing matters; and (16) sustain a constructive dialogue with the independent auditors about significant matters relevant to the audit of the financial statements of the Company and of internal control over financial reporting, including communications regarding critical audit matters expected to be described in the auditor's report. See also Report of the Audit Committee on page 24. The Audit Committee conductsas an annual performance self-evaluation, the results of which it reports to the Board. The members of the Audit Committee are David P. Falck, Edward G. Jepsen (Chairman), Robert A. Livingston and Anne Clarke Wolff, each of whom is an independent director as defined under the NYSE Listing Standards. The Board of Directors has determined that Messrs. Jepsen and Livingston and Ms. Wolff are audit“audit committee financial experts expert” (as defined by the applicable rules of the SEC and the NYSE Listing Standards,Standards) elsewhere in this proxy statement, the fact that a nominee has an “
| | | | | | | Nancy A. Altobello | | | | David P. Falck | | | | Edward G. Jepsen | | | | Rita S. Lane | | | | Robert A. Livingston | | | | Martin H. Loeffler | | | | R. Adam Norwitt | | | | Prahlad Singh | | | | Anne Clarke Wolff | | |
| | | Director Nominee | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | |
| | | Independent | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | | | ● | | |
| | | Skills and Experience | | | | | | | ||||||||||||||||||||||||||||||||
| | | - Audit and Finance | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | |
| | | - Business Development and Strategy | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | |
| | | - Capital Markets | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | |
| | | - Corporate Governance/ Compliance | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | | | | | | | |
| | | - Environmental | | | | ● | | | | ● | | | | | | | | ● | | | | | | | | | | | | ● | | | | | | | | ● | | |
| | | - Institutional Knowledge | | | | | | | | | | | | ● | | | | | | | | | | | | ● | | | | ● | | | | | | | | | | |
| | | - International | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | |
| | | - Manufacturing | | | | | | | | | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | | | |
| | | - Mergers & Acquisitions | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | |
| | | - Risk Oversight | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | |
| | | - Supply Chain | | | | | | | | | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | | | |
| | | - Talent Development | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | |
| | | - Technology | | | | | | | | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | ● | | | | | | | |
| | | Tenure | | | | Since 2021 | | | | Since 2013 | | | | 1989-1997; since 2005 | | | | Since 2020 | | | | Since 2018 | | | | Since 1987 | | | | Since 2009 | | | | Since 2023 | | | | Since 2018 | | |
| | | Age | | | | 65 | | | | 70 | | | | 79 | | | | 60 | | | | 69 | | | | 78 | | | | 53 | | | | 58 | | | | 57 | | |
| | | Gender | | | | F | | | | M | | | | M | | | | F | | | | M | | | | M | | | | M | | | | M | | | | F | | |
| | | Race/ethnicity | | | | | | | ||||||||||||||||||||||||||||||||
| | | - White/Caucasian | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | |
| | | - Under-represented minority(1) | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | | | ● | | | | | | |
| | | Other Public Company Boards | | | | MarketAxess Holdings Inc.; Wex Inc. | | | | | | | | | | | | L3Harris Technologies, Inc.; Signify N.V. | | | | RPM International Inc. | | | | | | | | | | | | PerkinElmer, Inc. | | | | | | |
Compensation Committee. The Compensation Committee establishes the principles related to the compensation programscommercial electronics group and as a director of the Company. It approves compensation guidelines, reviews the role and performance of executive officers and key management employees of theNew Japan Radio Company, a joint venture between Raytheon Company and its subsidiaries, approvesJapan Radio. Mr. Clark also served four years in the base compensation, incentive plan target and award and the allocation of stock option awards, if any, for the Chief Executive Officer and reviews and approves the recommendations of the Chief Executive Officer for base compensation and adjustments in base compensation, incentive plan targets and allocations and stock option awards, if any, for the direct reports to the Chief Executive Officer as well as the Company's other top 20 most highly compensated employees. See also the Compensation Discussion and Analysis on page 27 and the Compensation Committee Report on page 38. The Compensation Committee also oversees the compensation of the Board. The Compensation Committee has the authority to retain and solicit the advice of compensation advisors. The Compensation Committee conducts an annual performance self-evaluation, the results of which it reports to the Board. The membersUnited States Navy. Mr. Clark is a member of the Compensation Committee, are Stanley L. Clark (Chairman), John D. Craig, David P. Falck, and Robert A. Livingston.
Executive Committee. The Executive Committee is empowered to exercise the powers and authority of the Board during the intervals between meetings of the Board. Notwithstanding the foregoing, the Executive Committee does not have power or authority to: (1) approve any transactions or expenditures in an amount exceeding $50 million; (2) amend the Company's Charter or Bylaws; (3) adopt an agreement or plan of merger, share exchange, or consolidation to which the Company is a party; (4) recommend to the stockholders any action that requires stockholder approval including, but not limited to, (a) the sale, lease, or exchange of all or substantially all of the Company's property or assets or (b) a dissolution of the Company or a revocation of a dissolution of the Company; (5) remove any executive officer from his or her position, or appoint any new executive officer, (6) declare a dividend or authorize the issuance of capital stock of the Company; or (7) take any other action or exercise any authority prohibited by law or the Company's Charter or Bylaws. The Executive Committee meets as necessary and all actions of the Committee are presented to the full Board at the next meeting of the Board. The Executive Committee conducts an annual performance self-evaluation, the results of which it reports to the Board. The members of the Executive Committee are John D. Craig (Chairman), Edward G. Jepsen and Robert A. Livingston.
Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee's principal duties include the following: (1) assisting the Board in identifying appropriate individuals qualified to serve as directors of the Company and evaluating the qualifications of such individuals; (2) recommending to the Board for selection qualified candidates for all directorships to be filled by the Board or by the stockholders; (3) developing and recommending to the Board a set of corporate governance guidelines applicable to the Company; (4) overseeing and discussing, as necessary and appropriate, a plan for the continuity and development of senior management of the Company and (5) assisting the Board in fulfilling its oversight of relevant sustainability and corporate social responsibility policies, strategies and programs. The Nominating/Corporate Governance Committee conducts an annual performance self-evaluation, the results of which it reports to the Board. The Nominating/Corporate Governance Committee also oversees the annual evaluation of the Board. The members of the Nominating/Corporate Governance Committee are Stanley L. Clark, David P. Falck (Chairman) and Anne Clarke Wolff.
the Pension Committee. The Pension Committee administers the Company's various defined contribution 401(k) plans and the U.S. pension plan (the "Pension Plan"—for more information on the Pension Plan, see the section entitled Pensions and Deferred Compensation beginning on page 44). The Pension Committee has oversight responsibility for funding and investments in the U.S. pension plan and consults with the Chief Financial Officer and the TreasurerMr. Clark is not a member of the Company at least annually and with the actuarial consultants andboard of directors of any other advisors and the trustee and investment managers of the assets of the Company's U.S. pension plan as it deems necessary and appropriate. The Pension Committee reviews the liabilities, assets and investments of the Company's U.S. pension plan as a Committee at least semi-annually. It also ensures there is an appropriate selection of diverse investments for employees of the Company participating in the various defined contribution 401(k) plans. The Pension Committee conducts an annual performance self-evaluation, the results of which it reports to the Board. The members of the Pension Committee are Stanley L. Clark, John D. Craig, Edward G. Jepsen and Anne Clarke Wolff (Chairman).
stockholder making the recommendation, a representation that the stockholder is a holder of record of Common Stock, biographical information about the individual recommended and any other information the stockholder believes would be helpful to the Nominating/Corporate Governance Committee in its evaluation of the individual being recommended by the stockholder as a nominee for director.
Nancy Altobello and Prahlad Singh.
| | | | | | | Current Committee Memberships | | | ||||||||||||||||
| | | Name | | | | Audit Committee | | | | Compensation Committee | | | | Executive Committee | | | | Nominating/ Corporate Governance Committee | | | | Pension Committee | | |
| | | Martin H. Loeffler (Chairman) | | | | | | | | | | | | | | | | | | | | | | |
| | | Nancy A. Altobello | | | | ●* | | | | ● | | | | | | | | | | | | | | |
| | | Stanley L. Clark | | | | | | | | ● | | | | | | | | ● | | | | ● | | |
| | | David P. Falck (Presiding Director) | | | | ● | | | | ● | | | | | | | | Chair | | | | | | |
| | | Edward G. Jepsen | | | | Chair* | | | | | | | | ● | | | | | | | | ● | | |
| | | Rita S. Lane | | | | | | | | | | | | Chair | | | | ● | | | | | | |
| | | Robert A. Livingston | | | | ●* | | | | Chair | | | | ● | | | | | | | | | | |
| | | R. Adam Norwitt | | | | | | | | | | | | | | | | | | | | | | |
| | | Prahlad Singh | | | | | | | | | | | | | | | | | | | | | | |
| | | Anne Clarke Wolff | | | | ●* | | | | | | | | | | | | ● | | | | Chair | | |
The independent directors of the Company meet in executive session as necessary.necessary, but at least quarterly as part of the Board’s regular quarterly meetings. Such private meetings are currently presided over by the Chairman of the Board, the Presiding Director, the chairmanchair of the committee or by the director who requests the opportunity to meet in executive session.
governance matters.
TableCompany and oversees the general administration of Contents
The Board emphasizesmanagement team. Women represented 27% of this core management team at the importanceend of diversity, equity and inclusion; positive community and social impact; and2022. Of our total employees worldwide, approximately half are women.
| | | Name | | | | Fees Earned or Paid in Cash ($) | | | | Stock Awards ($)(1) | | | | Option Awards ($) | | | | Non-Equity Incentive Plan Compensation ($) | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | | | | All Other Compensation ($)(3) | | | | Total ($) | | | |||||||||||||||||||||
| | | Nancy A. Altobello | | | | | | 100,000 | | | | | | | 180,060 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 280,060 | | | |
| | | Stanley L. Clark | | | | | | 115,000 | | | | | | | 180,060 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 295,060 | | | |
| | | John D. Craig (4) | | | | | | 43,873 | | | | | | | 0 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 43,873 | | | |
| | | David P. Falck | | | | | | 150,000 | | | | | | | 180,060 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 330,060 | | | |
| | | Edward G. Jepsen | | | | | | 125,000 | | | | | | | 180,060 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 305,060 | | | |
| | | Rita S. Lane | | | | | | 109,304 | | | | | | | 180,060 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 289,364 | | | |
| | | Robert A. Livingston | | | | | | 100,000 | | | | | | | 180,060 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 280,060 | | | |
| | | Martin H. Loeffler | | | | | | 280,000 | | | | | | | 180,060 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 460,060 | | | |
| | | Anne Clarke Wolff | | | | | | 115,000 | | | | | | | 180,060 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 295,060 | | | |
| | | | | | | | | | | | | | | | | | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)* | Option Awards ($)(3)* | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | |||||||||||
| | | | | | | | | | | | | | | | | | | |
Stanley L. Clark | 100,000 | 160,033 | n/a | n/a | n/a | n/a | 260,033 | |||||||||||
John D. Craig | 100,000 | 160,033 | n/a | n/a | n/a | n/a | 260,033 | |||||||||||
David P. Falck | 100,000 | 160,033 | n/a | n/a | n/a | n/a | 260,033 | |||||||||||
Edward G. Jepsen | 105,000 | 160,033 | n/a | n/a | n/a | n/a | 265,033 | |||||||||||
Rita S. Lane(1) | 38,152 | 128,877 | n/a | n/a | n/a | n/a | 167,029 | |||||||||||
Robert A. Livingston | 90,000 | 160,033 | n/a | n/a | n/a | n/a | 250,033 | |||||||||||
Martin H. Loeffler | 250,000 | 160,033 | n/a | n/a | n/a | n/a | 410,033 | |||||||||||
Anne Clarke Wolff | 100,000 | 160,033 | n/a | n/a | n/a | n/a | 260,033 | |||||||||||
| | | | | | | | | | | | | | | | | | | |
(1)Ms. Lane was appointed to the Board on July 29, 2020 and, accordingly, her fees and stock award were pro-rated from such date.(2)- The grant date fair value of the
3,5482,664 shares of restricted stock granted to eachof Messrs. Clark, Craig, Falck, Jepsen, Livingston, Loeffler and Ms. Wolffdirector (other than Mr. Craig) on May21, 202019, 2022 was$160,033 computed in accordance with FASB ASC Topic 718. The grant date fair value of the 2,436 shares of restricted stock granted to Ms. Lane was $128,877$180,060 computed in accordance with FASB ASC Topic 718. Unless the date of the Annual Meeting is postponed, which is not currently expected, the restricted stock awards granted to each of the directors indicated in the table above will become fully vested on May18, 2021. (3)Option awards have not been part of our director compensation program since 2012. As of December 31, 2020, no director option awards were outstanding.(4)The Company does not have a non-equity incentive plan applicable to its non-employee directors.(5)- 17, 2023.
employees. Messrs. Loeffler and Jepsen participated in the Pension Plan during their prior employment with the Company. Upon retirement, their pension benefits were fixed, and they are no longer accruing any additional benefits under the Pension Plan.
(6)
| | | | | | | | | | | | | | | |
| | Number of Outstanding Shares of Restricted Stock (As of 12/31/20) | | | | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Number of Shares Issuable Pursuant to Directors' Deferred Compensation Plan (As of 12/31/20) | Number of Outstanding Stock Options (As of 12/31/20) | ||||||||||||
| Name | Vested | Unvested | ||||||||||||
| | | | | | | | | | | | | | | |
Stanley L. Clark | 3,548 | 35,646 | 0 | 0 | ||||||||||
| | | | | | | | | | | | | | | |
John D. Craig | 3,548 | 0 | 0 | 0 | ||||||||||
| | | | | | | | | | | | | | | |
David P. Falck | 3,548 | 0 | 0 | 0 | ||||||||||
| | | | | | | | | | | | | | | |
Edward G. Jepsen | 3,548 | 0 | 0 | 0 | ||||||||||
| | | | | | | | | | | | | | | |
Rita S. Lane | 2,436 | 0 | 0 | 0 | ||||||||||
| | | | | | | | | | | | | | | |
Robert A. Livingston | 3,548 | 0 | 0 | 0 | ||||||||||
| | | | | | | | | | | | | | | |
Martin H. Loeffler | 3,548 | 0 | 0 | 0 | ||||||||||
| | | | | | | | | | | | | | | |
Anne Clarke Wolff | 3,548 | 0 | 0 | 0 | ||||||||||
| | | | | | | | | | | | | | | |
In October 2018,February 2022, in connection with its regular and ongoing review of Board compensation, the Board adopted changes to the fee amounts earned by the directors. Commencingdirectors effective January 1, 2022, which will continue through 2023. These fees were last adjusted in January 2019, (i) the annual retainer fee was increased from $80,000 per year to $90,000 per year, (ii) the retainer fee for the Chairman of the Board was increased from $180,000 per year to $250,000 per year, (iii) the additional retainer fee for the Audit Committee Chairman was increased from $12,000 per year to $15,000 per year, (iv) the additional retainer fee for the chairpersons of the other committees of the Board was increased from $8,000 per year to $10,000 per year; and (v) the value of the annual grants of restricted stock awarded to the directors was increased from approximately $140,000 to approximately $160,000.2018. In connection with such changes, the Nominating/Corporate Governance Committee, in conjunction with the Compensation Committee retained Meridian Compensation Partners, LLC ("Meridian"(“Meridian”), an independent compensation consultant, to provide market data for director compensation at companies similar in size to Amphenol. Meridian also confirmed the final decision was generally aligned with market practice. For more information on Meridian, see the section entitled Role of Compensation Consultant in Compensation Decisions in the
Fee amounts earned by directors are calculated pursuant to the following methodology:
| | | Calculation of Fees Earned by Directors | | | ||||||||||||||
| | | | | | | 2018 to 2021 | | | | 2022 Adjusted Amounts | | | ||||||
| | | Annual Fee | | | | | $ | 90,000 | | | | | | $ | 100,000 | | | |
| | | Fee for Chairman of the Board | | | | | $ | 250,000 | | | | | | $ | 280,000 | | | |
| | | Fee for Presiding Director | | | | | $ | 0 | | | | | | $ | 35,000 | | | |
| | | Fee for Audit Committee Chair | | | | | $ | 15,000 | | | | | | $ | 25,000 | | | |
| | | Fee for Other Committee Chairs | | | | | $ | 10,000 | | | | | | $ | 15,000 | | | |
| | | Value of Restricted Stock Awards Granted | | | | | $ | 160,000* | | | | | | $ | 180,000* | | | |
Name and Age | | | | Principal Occupation | and Other Information | |
|---|---|---|---|---|---|
| |||||
Lance E. | | | Senior Vice President since 2019 and Secretary and General Counsel of the Company since 2016. From 2014 to 2016, he was executive vice president, chief administrative officer and general counsel at UTi Worldwide | | |
William J. Doherty | | | President, Communications Solutions Division since 2022, Senior Vice President |
|
| |||
Jean-Luc Gavelle | | | President, Interconnect and Sensor Systems Division since 2022, Senior Vice President | |
| Name and Age | | | Principal Occupation and Other Information | |
|
| |||
Craig A. Lampo | | | Senior Vice President and Chief Financial Officer of the Company since 2015. Mr. Lampo was vice president and controller of the Company from 2004 to 2015. He was treasurer from 2004 through 2006. Mr. Lampo was a senior audit manager with Deloitte & Touche LLP from 2002 to 2004. He was an employee of Arthur Andersen LLP from 1993 to 2002. He does not serve on the board of directors of any public company. Mr. Lampo has been an employee of the Company for approximately |
| | ||||
David Silverman | | | Senior Vice President, Human Resources of the Company since 2019, vice president human resources from 2014 to 2018 and senior director, human resources from 2013 to 2014. He was general manager of the Amphenol Alden operating unit from 2010 to 2013. Mr. Silverman was corporate business development manager of the Company from 2007 to 2010. He does not serve on the board of directors of any public company. Mr. Silverman has been an employee of the Company for approximately | |
Luc Walter | | | President, Harsh Environment Solutions Division since 2022, Senior Vice President of the Company | |
Edward G. Jepsen, Chairman
Nancy A. Altobello
David P. Falck
Robert A. Livingston
Anne Clarke Wolff
| Type of Fees | | | 2022 | | | 2021 | | ||||||
| | | | ($ in thousands) | | |||||||||
| Audit Fees | | | | $ | 6,468 | | | | | $ | 6,061 | | |
| Audit-Related Fees(1) | | | | | 330 | | | | | | 356 | | |
| Tax Fees(2) | | | | | 520 | | | | | | 547 | | |
| All Other Fees(3) | | | | | 21 | | | | | | 135 | | |
| Total | | | | $ | 7,338 | | | | | $ | 7,099 | | |
Type of Fees | 2020 | 2019 | |||||
|---|---|---|---|---|---|---|---|
| | ($ in thousands) | ||||||
Audit Fees | $ | 5,562 | $ | 5,796 | |||
Audit-Related Fees(1) | 100 | 191 | |||||
Tax Fees(2) | 186 | 93 | |||||
All Other Fees(3) | 245 | 115 | |||||
| | | | | | | | |
Total | $ | 6,094 | $ | 6,195 | |||
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)
(1)"“Audit-RelatedFees"Fees” in20202022 and20192021 primarily include fees related to our acquisitions.
Company'sCompany’s independent public accountants. Under these procedures, the Audit Committee has pre-approved the use of the Company’s independent public accountants for specific types of services. These specific types of services include, but are not limited to, instances where total fees are not expected to exceed $25,000 plus reimbursable expenses in connection with audits, services provided in connection with audits, merger and acquisition due diligence, tax services, internal control reviews and reviews of employee benefit plans. The Audit Committee has elected to delegate pre-approval authority to the Chairman of the Audit Committee. For services by the Company’s independent public accountants which are not specifically listed, the Chairman of the Audit Committee has pre-approval authority for engagements where the estimated cost of such services is not expected to exceed $25,000. All engagements performed by the Company'sCompany’s independent public accountants are to be reported to the Audit Committee on no less frequently than a quarterly basis. Any permitted services by Deloittethe independent public accountants where the estimated cost of such services is expected to exceed $25,000 for any given project must be pre-approved by the Audit Committee or the Chairman of the Audit Committee to ensure compatibility with maintaining the accountants'accountants’ independence. In 2020,2022, all fees for permitted services were pre-approved in accordance with these policies.Company'sCompany’s independent public accountants including any employee or former employee of the Company'sCompany’s independent public accountants who currently has or who has previously had any responsibility for the performance of any audit work for the Company or any involvement with the certification of the Company'sCompany’s financial statements.
This core compensation structure has not changed in more than 10 years.
Plan.
The Committee has concluded that its compensation policies and programs are not reasonably likely to create incentives for employees that may cause such employees to take excessive or inappropriate risks which could have a material adverse effect on the Company.
•- Review and approve changes as necessary and appropriate to the
Company'sCompany’s annual Management Incentive Plan and theCompany'sCompany’s Stock Option Plans as described beginning on pages2933 and31,35, respectively.
informally from time to time and in executive session following each meeting to discuss compensation matters without Company employees present.
Incentive plan payments when made, have historically totaled in the aggregate less than 2% of the annual consolidated operating income for the Company. There were approximately 500525 participants in the 20202022 Management Incentive Plan. Approximately 285 participants were paidPayouts under the 2022 Management Incentive Plan totaled approximately $15$37 million representing approximately 0.9%1.5% of the Company's consolidated operating incomeCompany’s Adjusted Operating Income for 2020. Approximately 215 participants received no incentive plan payment for 2020 performance. This reflects the performance nature of the Company's incentive plan, as no changes were made to the 2020 Management Incentive Plan or its targets as a result of the unexpected impact of COVID-19 and the challenges it created for our management team.2022. There are currently approximately 500550 participants in the 20212023 Management Incentive Plan who, at achievement of 100% of 20212023 performance targets and goals, would be paid an aggregate of approximately $23$26 million.
| | | | Responsibility Unit Achievement | | | | | | | | |||||||||
| | | | Sales Growth | | | EPS/Operating Income Growth | | | Incentive Plan Multiplier | | |||||||||
| Threshold | | | | | 0% | | | | | | 0% | | | | | | 0% | | |
| Target | | | | | 7% | | | | | | 11% | | | | | | 100% | | |
| Maximum | | | | | 17.5% | | | | | | 27.5% | | | | | | 200% | | |
The specific targets to be achieved by Messrs. Norwitt and Lampo to attain a 100% quantitative portion of the incentive plan multiplier in 20202022 were (i) Company revenue growth of at least 7%, and (ii) Company Adjusted Diluted EPS growth of at least 11%. To achieve a 200% quantitative portion of the incentive plan multiplier in 20202022 would have required Company revenue growth of at least 17.5% and Company Adjusted Diluted EPS growth of at least 27.5%. In calculating the incentive plan multiplier, Company Adjusted Diluted EPSrevenue growth and Company revenueAdjusted Diluted EPS growth are given equal weighting.
In addition, for executives that do not have global headquarters roles, such as Messrs. Walter, Doherty Booker and Gu,Gavelle, the incentive plan multiplier is adjusted up or down based on responsibility unit achievement to responsibility unitoperating income budget. To achieve a 200% quantitative portion of the incentive plan multiplier under the incentive plan in 20202022 would have required responsibility unit revenue growth of at least 17.5% and responsibility unit operating income growth of at least 27.5%. In calculating the incentive plan multiplier, responsibility unit operating income growth and responsibility unit revenue growth are given equal weighting.
In 20212023 there is no change in the quantitative performance criteria for the 20212023 Management Incentive Plan as compared to the 20202022 Management Incentive Plan.
Officer, the discretion to continue vesting has been delegated to the Chief Executive Officer. Vesting stops under most other termination situations. The potential for continued vesting incentivizes the executives to prioritize both short and long-term performance for the Company. The total expense for options granted each year is typically in the range of approximately 3% to 5% of the Company'sCompany’s annual budgeted consolidated operating income for such year.
The Committee also considers the estimated dilutive effect of options granted each year.
For the 2020 compensation year, in an effort to provide additional long-term incentives to the Company's management team to undertake the significant extra effort to successfully navigate the COVID-19 pandemic while preserving the Company's customer focus and financial discipline, Mr. Norwitt recommended and the Committee ultimately decided to generally award the same number of stock options to each option recipient, including the named executive officers, as was awarded in 2019, notwithstanding that the grant-date value of such award increased on a year-over-year basis. However, with respect to his own award, Mr. Norwitt recommended and the Committee ultimately decided that the number of options awarded to him would be less than awarded in 2019 so that the grant-date value of his 2020 award would approximate the same value as his 2019 award. Mr. Norwitt made this recommendation with regard to himself in the context of the additional costs the Company was incurring as a result of the COVID-19 pandemic, together with the significant uncertainties facing the Company and its employees at the time of the grant.
page 44.49. As certain of the retirement programs are unfunded, i.e. the SERP and the DC SERP, the Company'sCompany’s executives are incentivized to look after the long-term health of the Company. Key management employees outside of the U.S. participate in the same retirement programs on the same terms and conditions as similarly situated salaried employees.
2023. No other perquisites were provided to the named executive officers in 2022 or are planned in 2023.
$3.00 representing 21% growth compared to $2.48 in 2021.
•Adjusted Diluted EPSis defined as diluted earnings per share (as reported in accordance with GAAP), excluding incomeNon-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates andexpensesacquisitions. Non-GAAP financial measures and theirspecific tax effects, that are notmost directlyrelated to the Company's operating performance during the years presented. Adjusted Diluted EPS is calculated as Adjusted Net Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Company's Consolidated Statements of Income.
comparable
Free Cash Flow is an important liquidity measure for the Company, as we believe it is useful for management and investors to assess our ability to generate cash, as well as to assess how much cash can be used to reinvest in the growth of the Company or to return to stockholders through either stock repurchases or dividends.
![[MISSING IMAGE: pc_ceoneocompensation-4c.jpg]](/files/DEF 14A/0001104659-23-043335/pc_ceoneocompensation-4c.jpg)
| | | | Responsibility Unit Achievement* | | | Incentive Plan Multiplier | | ||||||||||||||||||
| | | | Constant Currency Net Sales Growth | | | Adjusted Diluted EPS Growth | | | Adjusted Operating Income Growth | | |||||||||||||||
| Guidelines | | | | | | | | | | | | | | | | | | | | | | | | | |
| Threshold | | | | | 0% | | | | | | 0% | | | | | | 0% | | | | | | 0% | | |
| Target | | | | | 7% | | | | | | 11% | | | | | | 11% | | | | | | 100% | | |
| Maximum | | | | | 17.5% | | | | | | 27.5% | | | | | | 27.5% | | | | | | 200% | | |
| Actual 2022 performance | | | | | | | | | | | | | | | | | | | | | | | | | |
| Global Headquarters Roles – Messrs. Norwitt and Lampo | | | | | 19.4% | | | | | | 21.0% | | | | | | n/a | | | | | | 180% | | |
| Harsh Environment Solutions Division – Mr. Walter | | | | | 16.4% | | | | | | n/a | | | | | | 16.5% | | | | | | 185% | | |
| Communication Solutions Division – Mr. Doherty | | | | | 18.6% | | | | | | n/a | | | | | | 24.0% | | | | | | 200% | | |
| Interconnect and Sensor Systems Division – Mr. Gavelle | | | | | 22.2% | | | | | | n/a | | | | | | 27.9% | | | | | | 200% | | |
Based on calculations described in the section entitled Performance-Based Incentive Plans above, the quantitative portion of Mr. Norwitt'sNorwitt’s incentive plan multiplier in 20202022 was calculated to be 40%180%, the same percentage calculated for all named executive officers and key management employees with global headquarters roles. His incentive plan payment pursuant to the 20202022 Management Incentive Plan was $789,000,therefore $3,780,000, representing a product of his 20202022 base salary of $1,315,000$1,400,000 multiplied by his incentive plan target percentage of 150%, multiplied by the global headquarters incentive plan multiplier of 40%180%. This compared to a maximum possible payout under the 20202022 Management Incentive Plan of $3,945,000 representing 300% of his 2020 base salary.
$4,200,000.
Company’s stockholders.
2023.
$680,000, in line with the average increase generally given to other salaried employees of the Company in the United States.
Mr. Lampo'sLampo’s incentive plan target percentage pursuant to the 20212023 Management Incentive Plan was increased from 75% toremains at 80% of his base salary, which represents a continued emphasis on performance-based compensation. His potential 20212023 Management Incentive Plan payment will range from 0% to 160% of his base salary. This variable, at-risk compensation is designed to incentivize performance in line with the core goal of increasing revenue and profit growth for the Company.
$67.59 and a grant date value of $2,685,480.
Plan of $1,087,500.
Walter’s division.
$86.50 and a grant date value of $2,300,008. This award was made in connection with his promotion in lieu of the award that Mr. Walter would have received in the second quarter of 2022 consistent with past practice.
100% 150% of his base salary. This variable, at-risk compensation is designed to incentivize performance in line with the core goal of increasing revenue and operating income growth within Mr. Booker's group.
Doherty’s division.
$86.50 and a grant date value of $2,300,008. This award was made in connection with his promotion in lieu of the award that Mr. Doherty would have received in the second quarter of 2022 consistent with past practice.
Bloomberg).
Gavelle’s division.
*Unless otherwise noted,$86.50 and a grant date value of $2,300,008. This award was made in connection with his promotion in lieu of the award that Mr. Gavelle would have received in the second quarter of 2022 consistent with past practice.
Robert A. Livingston, Chair
Nancy A. Altobello
Stanley L. Clark
David P. Falck
Compensation Committee Interlocks and Insider Participation
| | | Name and Principal Position | | | | Year | | | | Salary ($) | | | | Bonus ($) | | | | Stock Awards ($) | | | | Option Awards ($)(1) | | | | Non- Equity Incentive Plan Compensation ($)(2) | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | | | | All Other Compensation ($)(4) | | | | Total ($) | | | |||||||||||||||||||||||||||
| | | R.A. Norwitt President & CEO | | | | | | 2022 | | | | | | | 1,400,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 8,424,801 | | | | | | | 3,780,000 | | | | | | | 0 | | | | | | | 350,882 | | | | | | | 13,955,683 | | | |
| | | | 2021 | | | | | | | 1,355,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 7,522,140 | | | | | | | 4,065,000 | | | | | | | 0 | | | | | | | 150,557 | | | | | | | 13,092,697 | | | | |||||
| | | | 2020 | | | | | | | 1,315,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 5,804,250 | | | | | | | 789,000 | | | | | | | 32,100 | | | | | | | 97,497 | | | | | | | 8,037,847 | | | | |||||
| | | C.A. Lampo Senior Vice President & CFO | | | | | | 2022 | | | | | | | 650,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,685,480 | | | | | | | 936,000 | | | | | | | 0 | | | | | | | 102,450 | | | | | | | 4,373,930 | | | |
| | | | 2021 | | | | | | | 625,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,392,200 | | | | | | | 1,000,000 | | | | | | | 0 | | | | | | | 51,612 | | | | | | | 4,068,812 | | | | |||||
| | | | 2020 | | | | | | | 600,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,632,350 | | | | | | | 180,000 | | | | | | | 9,600 | | | | | | | 39,002 | | | | | | | 3,460,952 | | | | |||||
| | | L. Walter President, Harsh Environment Solutions Division | | | | | | 2022 | | | | | | | 725,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,300,008 | | | | | | | 1,005,938 | | | | | | | 0 | | | | | | | 82,730 | | | | | | | 4,113,676 | | | |
| | | | 2021 | | | | | | | 656,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,767,570 | | | | | | | 469,040 | | | | | | | 0 | | | | | | | 49,039 | | | | | | | 2,941,649 | | | | |||||
| | | | 2020 | | | | | | | 637,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,945,650 | | | | | | | 0 | | | | | | | 116,600 | | | | | | | 96,084 | | | | | | | 2,795,334 | | | | |||||
| | | W.J. Doherty President, Communications Solutions Division | | | | | | 2022 | | | | | | | 650,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,300,008 | | | | | | | 975,000 | | | | | | | n/a | | | | | | | 88,350 | | | | | | | 4,013,358 | | | |
| | | | 2021 | | | | | | | 550,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,767,570 | | | | | | | 715,000 | | | | | | | n/a | | | | | | | 79,758 | | | | | | | 3,112,328 | | | | |||||
| | | | 2020 | | | | | | | 530,000 | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,945,650 | | | | | | | 689,000 | | | | | | | n/a | | | | | | | 36,308 | | | | | | | 3,200,958 | | | | |||||
| | | J-L. Gavelle President, Interconnect and Sensor Systems Division | | | | | | 2022 | | | | | | | 596,226(5) | | | | | | | 0 | | | | | | | n/a | | | | | | | 2,300,008 | | | | | | | 895,798(6) | | | | | | | n/a | | | | | | | 4,269 | | | | | | | 3,796,301 | | | |
| | | | 2021 | | | | | | | 501,768(5) | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,767,570 | | | | | | | 650,481(6) | | | | | | | n/a | | | | | | | 3,719 | | | | | | | 2,923,538 | | | | |||||
| | | | 2020 | | | | | | | 465,440(5) | | | | | | | 0 | | | | | | | n/a | | | | | | | 1,945,650 | | | | | | | 242,159(6) | | | | | | | n/a | | | | | | | 3,058 | | | | | | | 2,656,307 | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non- Equity Incentive Plan Compen- sation ($)(2) | Change in Pension Value and Nonquali- fied Deferred Compensation Earnings ($)(3) | All Other Compen- sation ($)(4) | Total ($) | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
R.A. Norwitt | 2020 | 1,315,000 | 0 | n/a | 5,804,250 | 789,000 | 32,100 | 97,497 | 8,037,847 | ||||||||||||||||||||||||||
President & CEO | 2019 | 1,275,000 | 0 | n/a | 5,823,500 | 0 | 32,500 | 249,975 | 7,380,975 | ||||||||||||||||||||||||||
| 2018 | 1,130,000 | 0 | n/a | 6,410,000 | 2,401,250 | 0 | 169,110 | 10,110,360 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
C.A. Lampo | 2020 | 600,000 | 0 | n/a | 2,632,350 | 180,000 | 9,600 | 39,002 | 3,460,952 | ||||||||||||||||||||||||||
Senior Vice President & CFO | 2019 | 560,000 | 0 | n/a | 1,973,860 | 0 | 9,800 | 71,293 | 2,614,953 | ||||||||||||||||||||||||||
| 2018 | 525,000 | 0 | n/a | 2,179,400 | 580,125 | 0 | 46,818 | 3,331,343 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
W.J. Doherty | 2020 | 530,000 | 0 | n/a | 1,945,650 | 689,000 | 0 | 36,308 | 3,200,958 | ||||||||||||||||||||||||||
Senior Vice President | 2019 | 500,000 | 0 | n/a | 1,458,940 | 0 | 0 | 69,039 | 2,027,979 | ||||||||||||||||||||||||||
| 2018 | 475,000 | 0 | n/a | 1,602,500 | 571,188 | 0 | 50,041 | 2,698,729 | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
M.W. Booker | 2020 | 427,000 | 0 | n/a | 1,814,850 | 427,000 | 34,400 | 30,799 | 2,734,049 | ||||||||||||||||||||||||||
Vice President | |||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Y. Gu | 2020 | 416,992 | (5) | 0 | n/a | 1,814,850 | 488,923 | (6) | n/a | 0 | 2,720,765 | ||||||||||||||||||||||||
Vice President | |||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)- The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 1—Summary of Significant Accounting Policies; Stock-Based Compensation and Note 7—Equity; Stock-Based Compensation; Stock Options to the
Company's 2020Company’s 2022 Annual Report on Form 10-K, except that rules of the SEC require that the amounts shown in this table and its footnotes exclude the impact of assumed forfeitures, if any, related to service based vesting conditions. The amounts in this column do not correspond to the actual value that may be recognized by the named executive officers when any such option awards are actually exercised.
Mr.
| | | Name | | | | Year | | | | Imputed Compensation for Group Life Insurance in Excess of $50,000 Net of Employee Payments ($) | | | | Car & Driver ($) | | | | 401(k) Company Contribution ($) | | | | DC SERP Company Contribution ($) | | | | Total ($) | | | ||||||||||||||||||
| | | R.A. Norwitt | | | | | | 2022 | | | | | | | 5,382 | | | | | | | 17,600 | | | | | | | 18,300 | | | | | | | 309,600 | | | | | | | 350,882 | | | |
| | | | 2021 | | | | | | | 5,382 | | | | | | | 16,535 | | | | | | | 17,400 | | | | | | | 111,240 | | | | | | | 150,557 | | | | |||||
| | | | 2020 | | | | | | | 5,382 | | | | | | | 13,215 | | | | | | | 17,100 | | | | | | | 61,800 | | | | | | | 97,497 | | | | |||||
| | | C.A. Lampo | | | | | | 2022 | | | | | | | 3,450 | | | | | | | 0 | | | | | | | 18,300 | | | | | | | 80,700 | | | | | | | 102,450 | | | |
| | | | 2021 | | | | | | | 3,312 | | | | | | | 0 | | | | | | | 17,400 | | | | | | | 30,900 | | | | | | | 51,612 | | | | |||||
| | | | 2020 | | | | | | | 3,174 | | | | | | | 0 | | | | | | | 16,928 | | | | | | | 18,900 | | | | | | | 39,002 | | | | |||||
| | | L. Walter | | | | | | 2022 | | | | | | | 11,088 | | | | | | | 0 | | | | | | | 18,300 | | | | | | | 53,342 | | | | | | | 82,730 | | | |
| | | | 2021 | | | | | | | 9,995 | | | | | | | 0 | | | | | | | 17,083 | | | | | | | 21,961 | | | | | | | 49,039 | | | | |||||
| | | | 2020 | | | | | | | 9,687 | | | | | | | 0 | | | | | | | 17,100 | | | | | | | 69,297 | | | | | | | 96,084 | | | | |||||
| | | W.J. Doherty | | | | | | 2022 | | | | | | | 6,450 | | | | | | | 0 | | | | | | | 18,300 | | | | | | | 63,600 | | | | | | | 88,350 | | | |
| | | | 2021 | | | | | | | 5,418 | | | | | | | 0 | | | | | | | 17,400 | | | | | | | 56,940 | | | | | | | 79,758 | | | | |||||
| | | | 2020 | | | | | | | 5,212 | | | | | | | 0 | | | | | | | 16,396 | | | | | | | 14,700 | | | | | | | 36,308 | | | | |||||
| | | J-L. Gavelle | | | | | | 2022 | | | | | | | 4,269 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 4,269 | | | |
| | | | 2021 | | | | | | | 3,719 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 3,719 | | | | |||||
| | | | 2020 | | | | | | | 3,058 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 3,058 | | | | |||||
| | | | | | | | | | | | | | | | | | | | |
Name | Year | Imputed Compensation for Group Life Insurance in Excess of $50,000 Net of Employee Payments ($) | Car & Driver ($) | 401(k) Company Contribution ($) | DC SERP Company Contribution ($) | Total ($) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
R.A. Norwitt | 2020 | 5,382 | 13,215 | 17,100 | 61,800 | 97,497 | |||||||||||||
| 2019 | 5,382 | 24,252 | 16,566 | 203,775 | 249,975 | ||||||||||||||
| 2018 | 3,510 | 20,044 | 14,000 | 131,556 | 169,110 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
C.A. Lampo | 2020 | 3,174 | 0 | 16,928 | 18,900 | 39,002 | |||||||||||||
| 2019 | 2,945 | 0 | 16,740 | 51,608 | 71,293 | ||||||||||||||
| 2018 | 1,793 | 0 | 14,000 | 31,025 | 46,818 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
W.J. Doherty | 2020 | 5,212 | 0 | 16,396 | 14,700 | 36,308 | |||||||||||||
| 2019 | 4,891 | 0 | 16,677 | 47,471 | 69,039 | ||||||||||||||
| 2018 | 2,473 | 0 | 15,255 | 32,313 | 50,041 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
M.W. Booker | 2020 | 6,351 | 0 | 15,991 | 8,457 | 30,799 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Y. Gu | 2020 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
(5)- Converted from
Renminbi YuanHong Kong dollars to US dollars using the annual average exchange rates for each year in which salary was paid as set forth on page 41.
Committee'sCommittee’s flexibility in structuring compensation plans, even though such plans may result in non-deductible compensation expenses. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for U.S. federal income tax purposes.Company'sCompany’s discretion, fifty percent of base salary in the form of salary continuation following his/her termination for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company.Plan.Plan for Key Employees of Amphenol and Subsidiaries (the “Original 2017 Option Plan”) and in May 2021,
Option Plan at the time the 2017 Option Plan was adopted. The 2009 Option Plan and the 2017 Option Plan are collectively referred to herein as the "Company's“Company’s Option Plans"Plans”. The Company'sCompany’s Option Plans provide for the granting of an option to purchase shares not intended or not qualifying as an incentive stock option as defined in Section 422 of the Internal Revenue Code.
March 31, 2023.
Options were automatically repriced and option awards have been restated on a ratable basis in connection with the March 2021 two-for-one stock split to reflect said stock split. Other than this, during
2022
| | | Name | | | | Grant Date | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | | All Other Option Awards: Number of Securities Under- lying Options (#) | | | | Exercise or Base Price of Option Awards ($/Sh) | | | | Full Grant Date Fair Value ($)(2) | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | Threshold ($) | | | | Target ($) | | | | Maximum ($) | | | | Threshold # | | | | Target # | | | | Maximum # | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | R.A. Norwitt | | | | | | 2/1/22 | | | | | | | 0 | | | | | | | 2,100,000 | | | | | | | 4,200,000 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | | 5/19/22 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 505,084 | | | | | | | 67.59 | | | | | | | 8,424,801 | | | | |||||
| | | C.A. Lampo | | | | | | 2/1/22 | | | | | | | 0 | | | | | | | 520,000 | | | | | | | 1,040,000 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | | 5/19/22 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 161,000 | | | | | | | 67.59 | | | | | | | 2,685,480 | | | | |||||
| | | L. Walter | | | | | | 1/3/22 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 126,932 | | | | | | | 86.50 | | | | | | | 2,300,008 | | | |
| | | | 2/1/22 | | | | | | | 0 | | | | | | | 543,750 | | | | | | | 1,087,500 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | |||||
| | | W.J. Doherty | | | | | | 1/3/22 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 126,932 | | | | | | | 86.50 | | | | | | | 2,300,008 | | | |
| | | | 2/1/22 | | | | | | | 0 | | | | | | | 487,500 | | | | | | | 975,000 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | |||||
| | | J-L. Gavelle | | | | | | 1/3/22 | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | 126,932 | | | | | | | 86.50 | | | | | | | 2,300,008 | | | |
| | | | 2/1/22 | | | | | | | 0 | | | | | | | 449,650(3) | | | | | | | 899,300(3) | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Under- lying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Full Grant Date Fair Value ($)(2) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Threshold ($) | Target ($) | Maximum ($) | Threshold # | Target # | Maximum # | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
R.A. Norwitt | 1/28/20 | 0 | 1,972,500 | 3,945,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||
| 5/21/20 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 710,000 | 45.10 | 5,804,250 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
C.A. Lampo | 1/28/20 | 0 | 450,000 | 900,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||
| 5/21/20 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 322,000 | 45.10 | 2,632,350 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
W.J. Doherty | 1/28/20 | 0 | 344,500 | 689,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||
| 5/21/20 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 238,000 | 45.10 | 1,945,650 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
M.W. Booker | 1/28/20 | 0 | 213,500 | 427,000 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||
| 5/21/20 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 222,000 | 45.10 | 1,814,850 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Y. Gu | 1/28/20 | 0 | 225,644 | (3) | 451,288 | (3) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||
| 5/21/20 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 222,000 | 45.10 | 1,814,850 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)The amounts in the columns under the titleEstimated Possible Payouts Under Non-Equity Incentive Plan AwardsreflectReflects the possible payouts under theCompany's 2020Company’s 2022 Management Incentive Plan. The20202022 Management Incentive Plan is a single-year plan with a single-year performance measure that became final and effective when approved by theCompany'sCompany’s Board of Directors inJanuary 2020February 2022 and terminated December 31,2020.2022. This plan is described in more detail in Performance-Based Incentive Plans on page29.33. The non-equity incentive plan compensation for20202022 for all plan participants including the named executive officers was paidif at all,in January2021.2023. Amounts actually paid to the named executive officers are indicated in the Summary Compensation Table on page39.- 44.
| | | Name | | | | Option Awards(1) | | | | Stock Awards(2) | | | |||||||||||||||||||||||||||||||||||||||||||||
| | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | | |||||||||||||||||||||||||||||
| | | R.A. Norwitt | | | | | | 1,300,000 | | | | | | 0 | | | | | | n/a | | | | | | 29.00 | | | | May 25, 2026 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | | 1,170,000 | | | | | | 0 | | | | | | n/a | | | | | | 36.45 | | | | May 18, 2027 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 800,000 | | | | | | 200,000(3) | | | | | | n/a | | | | | | 43.99 | | | | May 17, 2028 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 570,000 | | | | | | 380,000(4) | | | | | | n/a | | | | | | 44.75 | | | | May 22, 2029 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 284,000 | | | | | | 426,000(5) | | | | | | n/a | | | | | | 45.10 | | | | May 20, 2030 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 113,200 | | | | | | 452,800(6) | | | | | | n/a | | | | | | 66.59 | | | | May 19, 2031 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 0 | | | | | | 505,084(7) | | | | | | n/a | | | | | | 67.59 | | | | May 18, 2032 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | C.A. Lampo | | | | | | 300,000 | | | | | | 0 | | | | | | n/a | | | | | | 28.99 | | | | May 20, 2025 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | | 360,000 | | | | | | 0 | | | | | | n/a | | | | | | 29.00 | | | | May 25, 2026 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 400,000 | | | | | | 0 | | | | | | n/a | | | | | | 36.45 | | | | May 18, 2027 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 272,000 | | | | | | 68,000(3) | | | | | | n/a | | | | | | 43.99 | | | | May 17, 2028 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 193,200 | | | | | | 128,800(4) | | | | | | n/a | | | | | | 44.75 | | | | May 22, 2029 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 128,800 | | | | | | 193,200(5) | | | | | | n/a | | | | | | 45.10 | | | | May 20, 2030 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 36,000 | | | | | | 144,000(6) | | | | | | n/a | | | | | | 66.59 | | | | May 19, 2031 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 0 | | | | | | 161,000(7) | | | | | | n/a | | | | | | 67.59 | | | | May 18, 2032 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | L. Walter | | | | | | 292,000 | | | | | | 0 | | | | | | n/a | | | | | | 36.45 | | | | May 18, 2027 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | | 200,000 | | | | | | 50,000(3) | | | | | | n/a | | | | | | 43.99 | | | | May 17, 2028 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 142,800 | | | | | | 95,200(4) | | | | | | n/a | | | | | | 44.75 | | | | May 22, 2029 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 95,200 | | | | | | 142,800(5) | | | | | | n/a | | | | | | 45.10 | | | | May 20, 2030 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 26,600 | | | | | | 106,400(6) | | | | | | n/a | | | | | | 66.59 | | | | May 19, 2031 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 0 | | | | | | 126,932(8) | | | | | | n/a | | | | | | 86.50 | | | | Jan 2, 2032 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | W.J. Doherty | | | | | | 150,000 | | | | | | 50,000(3) | | | | | | n/a | | | | | | 43.99 | | | | May 17, 2028 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | | 142,800 | | | | | | 95,200(4) | | | | | | n/a | | | | | | 44.75 | | | | May 22, 2029 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 95,200 | | | | | | 142,800(5) | | | | | | n/a | | | | | | 45.10 | | | | May 20, 2030 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 26,600 | | | | | | 106,400(6) | | | | | | n/a | | | | | | 66.59 | | | | May 19, 2031 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 0 | | | | | | 126,932(8) | | | | | | n/a | | | | | | 86.50 | | | | Jan 2, 2032 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | J.L.Gavelle | | | | | | 54,800 | | | | | | 0 | | | | | | n/a | | | | | | 38.31 | | | | July 30, 2027 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |
| | | | 50,000 | | | | | | 50,000(3) | | | | | | n/a | | | | | | 43.99 | | | | May 17, 2028 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 142,800 | | | | | | 95,200(4) | | | | | | n/a | | | | | | 44.75 | | | | May 22, 2029 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 95,200 | | | | | | 142,800(5) | | | | | | n/a | | | | | | 45.10 | | | | May 20, 2030 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 26,600 | | | | | | 106,400(6) | | | | | | n/a | | | | | | 66.59 | | | | May 19, 2031 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | 0 | | | | | | 126,932(8) | | | | | | n/a | | | | | | 86.50 | | | | Jan 2, 2032 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Name | Option Awards(1) | Stock Awards(2) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
R.A. Norwitt | 1,200,000 | 0 | n/a | 23.86 | May 21, 2024 | n/a | n/a | n/a | n/a | |||||||||||||
| 1,200,000 | 0 | n/a | 28.99 | May 20, 2025 | n/a | n/a | n/a | n/a | ||||||||||||||
| 1,040,000 | 260,000 | (3) | n/a | 29.00 | May 25, 2026 | n/a | n/a | n/a | n/a | |||||||||||||
| 702,000 | 468,000 | (4) | n/a | 36.45 | May 18, 2027 | n/a | n/a | n/a | n/a | |||||||||||||
| 400,000 | 600,000 | (5) | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | |||||||||||||
| 190,000 | 760,000 | (6) | n/a | 44.75 | May 22, 2029 | n/a | n/a | n/a | n/a | |||||||||||||
| 0 | 710,000 | (7) | n/a | 45.10 | May 20, 2030 | n/a | n/a | n/a | n/a | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
C.A. Lampo | 144,000 | 0 | n/a | 23.86 | May 21, 2024 | n/a | n/a | n/a | n/a | |||||||||||||
| 300,000 | 0 | n/a | 28.99 | May 20, 2025 | n/a | n/a | n/a | n/a | ||||||||||||||
| 288,000 | 72,000 | (3) | n/a | 29.00 | May 25, 2026 | n/a | n/a | n/a | n/a | |||||||||||||
| 240,000 | 160,000 | (4) | n/a | 36.45 | May 18, 2027 | n/a | n/a | n/a | n/a | |||||||||||||
| 136,000 | 204,000 | (5) | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | |||||||||||||
| 64,400 | 257,600 | (6) | n/a | 44.75 | May 22, 2029 | n/a | n/a | n/a | n/a | |||||||||||||
| 0 | 322,000 | (7) | n/a | 45.10 | May 20, 2030 | n/a | n/a | n/a | n/a | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
W.J. Doherty | 0 | 60,800 | (3) | n/a | 29.00 | May 25, 2026 | n/a | n/a | n/a | n/a | ||||||||||||
| 65,200 | 116,800 | (4) | n/a | 36.45 | May 18, 2027 | n/a | n/a | n/a | n/a | |||||||||||||
| 100,000 | 150,000 | (5) | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | |||||||||||||
| 47,600 | 190,400 | (6) | n/a | 44.75 | May 22, 2029 | n/a | n/a | n/a | n/a | |||||||||||||
| 0 | 238,000 | (7) | n/a | 45.10 | May 20, 2030 | n/a | n/a | n/a | n/a | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
M.W. Booker | 280,000 | 0 | n/a | 28.99 | May 20, 2025 | n/a | n/a | n/a | n/a | |||||||||||||
| 243,200 | 60,800 | (3) | n/a | 29.00 | May 25, 2026 | n/a | n/a | n/a | n/a | |||||||||||||
| 120,000 | 80,000 | (4) | n/a | 36.45 | May 18, 2027 | n/a | n/a | n/a | n/a | |||||||||||||
| 80,000 | 120,000 | (5) | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | |||||||||||||
| 44,400 | 177,600 | (6) | n/a | 44.75 | May 22, 2029 | n/a | n/a | n/a | n/a | |||||||||||||
| 0 | 222,000 | (7) | n/a | 45.10 | May 20, 2030 | n/a | n/a | n/a | n/a | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
Y. Gu | 60,000 | 0 | n/a | 23.86 | May 21, 2024 | n/a | n/a | n/a | n/a | |||||||||||||
| 70,000 | 0 | n/a | 28.99 | May 20, 2025 | n/a | n/a | n/a | n/a | ||||||||||||||
| 160,000 | 40,000 | (8) | n/a | 25.44 | Jan 04, 2026 | n/a | n/a | n/a | n/a | |||||||||||||
| 164,400 | 109,600 | (3) | n/a | 36.45 | May 18, 2027 | n/a | n/a | n/a | n/a | |||||||||||||
| 93,600 | 140,400 | (4) | n/a | 43.99 | May 17, 2028 | n/a | n/a | n/a | n/a | |||||||||||||
| 44,400 | 177,600 | (5) | n/a | 44.75 | May 22, 2029 | n/a | n/a | n/a | n/a | |||||||||||||
| 0 | 222,000 | (6) | n/a | 45.10 | May 22, 2030 | n/a | n/a | n/a | n/a | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
(1)- All options currently outstanding vest at a rate of 20% per year over the first five years of the ten-year option term, subject to certain exceptions.
| | | Name | | | | Option Awards | | | | Stock Awards | | | ||||||||||||||||||
| | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | | |||||||||||||||||
| | | R.A. Norwitt | | | | | | 0 | | | | | | 0 | | | | | | | n/a | | | | | | n/a | | | |
| | | C.A. Lampo | | | | | | 0 | | | | | | 0 | | | | | | | n/a | | | | | | n/a | | | |
| | | L. Walter | | | | | | 82,400 | | | | | | 4,147,192 | | | | | | | n/a | | | | | | n/a | | | |
| | | W.J. Doherty | | | | | | 127,000 | | | | | | 5,131,346 | | | | | | | n/a | | | | | | n/a | | | |
| | | J-L. Gavelle | | | | | | 122,000 | | | | | | 5,910,863 | | | | | | | n/a | | | | | | n/a | | | |
| | | | | | | | | | | |
| | Option Awards | Stock Awards | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||
| | | | | | | | | | | |
R.A. Norwitt | 1,050,000 | 34,207,160 | n/a | n/a | ||||||
C.A. Lampo | 88,000 | 1,329,708 | n/a | n/a | ||||||
W.J. Doherty | 210,800 | 4,236,398 | n/a | n/a | ||||||
M.W. Booker | 88,000 | 2,879,298 | n/a | n/a | ||||||
Y. Gu | 56,000 | 2,364,459 | n/a | n/a | ||||||
| | | | | | | | | | | |
For the section of the Pension Plan in which Mr.Messrs. Lampo and Walter participated, the annual normal retirement benefit is equal to the greater of: (i) 2% of the participant'sparticipant’s final average pensionable compensation multiplied by the participant'sparticipant’s years of credited service not in excess of 25 less 2% of the participant'sparticipant’s estimated annual social security benefit multiplied by the participant'sparticipant’s years of credited service not in excess of 25 or
For the section of the Pension Plan in which
Mr. Booker'sWalter’s Retirement Benefit Assuming He Elects Early Retirement.
| | | Name | | | | Plan Name | | | | Number of Years of Credited Service (#)(1) | | | | Present Value of Accumulated Benefit ($)(2) | | | | Payments During Last Fiscal Year ($) | | | |||||||||
| | | R.A. Norwitt(3) | | | | Pension Plan | | | | | | 3.0 | | | | | | | 69,600 | | | | | | | 0 | | | |
| | SERP | | | | | | 3.0 | | | | | | | 23,400 | | | | | | | 0 | | | | |||||
| | | C.A. Lampo | | | | Pension Plan | | | | | | 1.0 | | | | | | | 27,600 | | | | | | | 0 | | | |
| | SERP | | | | | | 0.0 | | | | | | | 0 | | | | | | | 0 | | | | |||||
| | | L. Walter(4) | | | | Pension Plan | | | | | | 8.0 | | | | | | | 351,000 | | | | | | | 0 | | | |
| | SERP | | | | | | 8.0 | | | | | | | 400,700 | | | | | | | 0 | | | | |||||
| | | W.J. Doherty(5) | | | | n/a | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | J-L. Gavelle(5) | | | | n/a | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | | | | | | | | | | | |
Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | ||||||||
| | | | | | | | | | | | | |
R.A. Norwitt(3) | Pension Plan for Employees of Amphenol Corporation | 3.0 | 121,200 | 0 | ||||||||
| | | | | | | | | | | | | |
| Amphenol Corporation Supplemental Employee Retirement Plan | 3.0 | 41,700 | 0 | |||||||||
| | | | | | | | | | | | | |
C.A. Lampo | Pension Plan for Employees of Amphenol Corporation | 1.0 | 48,700 | 0 | ||||||||
| | | | | | | | | | | | | |
| Amphenol Corporation Supplemental Employee Retirement Plan | 1.0 | 0 | 0 | |||||||||
| | | | | | | | | | | | | |
W.J. Doherty(4) | n/a | n/a | n/a | n/a | ||||||||
| | | | | | | | | | | | | |
M.W. Booker(5) | Pension Plan for Employees of Amphenol Corporation | 5.0 | 277,000 | 0 | ||||||||
| | | | | | | | | | | | | |
| Amphenol Corporation Supplemental Employee Retirement Plan | 5.0 | 0 | 0 | |||||||||
| | | | | | | | | | | | | |
Y. Gu(4) | n/a | n/a | n/a | n/a | ||||||||
| | | | | | | | | | | | | |
(1)- Credited service was frozen as of December 31, 2006 for Messrs. Norwitt, Lampo and
Booker. - Walter.
the 8% contribution.Booker,Walter, and most U.S.-based employees who were not participants in the Pension Plan as of December 31, 2006, including Mr. Doherty, have been provided a Company contribution to their Company qualified 401(k) savings plan (the "Amphenol“Amphenol 401(k) Plan"Plan”) accountsaccounts. In 2022, the Company contribution was equal to 2%3% of their covered earnings. Noearnings (for which no employee contribution is required for this 2%required) and in addition the Company contribution.matched 50% of the employee’s first 6% contribution of their covered earnings. Covered earnings include base salary and incentive plan compensation. In addition,Beginning in 2023, the Company matches 100%contribution was increased to 4%, and the Company increased its match to 50% ofemployee'semployee’s first 3% contribution of their covered earnings to his or her Amphenol 401(k) Plan account, including the accounts of Messrs. Norwitt, Lampo and Booker.participant'sparticipant’s employment with the Company, the employer contribution vests 25% per year for each year of service. After four full years of employment with the Company, the employer contribution is fully vested historically and on a going forward basis.vested. Each of Messrs. Norwitt, Lampo, Doherty and BookerWalter are fully vested in all employer contributions.
| | | Name | | | | Executive Contributions in Last Fiscal Year ($)(1) | | | | Registrant Contributions in Last Fiscal Year ($)(2) | | | | Aggregate Earnings in Last Fiscal Year ($)(3) | | | | Aggregate Withdrawals/ Distributions ($)(4) | | | | Aggregate Balance at Last Fiscal Year-End ($)(5) | | | |||||||||||||||
| | | R.A. Norwitt | | | | | | 125,390 | | | | | | | 309,600 | | | | | | | (1,085,648) | | | | | | | 0 | | | | | | | 4,515,975 | | | |
| | | C.A. Lampo | | | | | | 33,923 | | | | | | | 80,700 | | | | | | | (175,126) | | | | | | | 0 | | | | | | | 623,549 | | | |
| | | L. Walter | | | | | | 0 | | | | | | | 53,342 | | | | | | | (43,033) | | | | | | | (21,823) | | | | | | | 216,393 | | | |
| | | W.J. Doherty | | | | | | 59,132 | | | | | | | 63,600 | | | | | | | (114,978) | | | | | | | 0 | | | | | | | 501,402 | | | |
| | | J-L. Gavelle(6) | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | | | | | n/a | | | |
| | | | | | | | | | | | | | | | | |
Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(4) | |||||||||||
| | | | | | | | | | | | | | | | | |
R.A. Norwitt | 59,400 | 61,800 | 727,883 | 0 | 4,244,979 | |||||||||||
C.A. Lampo | 51,312 | 18,900 | 91,790 | 0 | 548,768 | |||||||||||
W.J. Doherty | 47,184 | 14,700 | 28,027 | 0 | 365,892 | |||||||||||
M.W. Booker | 0 | 8,457 | 24,661 | 0 | 134,984 | |||||||||||
Y. Gu(5) | n/a | n/a | n/a | n/a | n/a | |||||||||||
| | | | | | | | | | | | | | | | | |
(1)This column also includesIncludes amounts credited in the first ten days of20212023 relating to the20202022 earnings and contributions by the executive.
increase or decrease in value of compensation the individual elected to defer and such increase or decrease is based on market rates that are determined by reference to mutual funds.
| Name | | | |||||
| Amounts That Were Reported As Compensation in Prior Year Proxy Statements ($) | |||||||
|---|---|---|---|---|---|---|---|
| | ||||||
| | | | 1,255,338 | | | |
| | | | 199,635 | | | |
| | | | 435,422 | | | |
| | | | | 193,294 | | |
| J-L. Gavelle | | | | | n/a | | |
(5)- (6)
Health Care Benefits. The Company does not currently offer any of the named executive officers any enhanced health care benefits on termination for any reason.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
R. Adam Norwitt | Voluntary Termination ($) | Early Retirement ($) | Normal Retirement ($) | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | For Cause Termination ($) | Change in Control ($) | Disability ($) | Death ($) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance payment | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Incentive plan compensation(1) | 789,000 | 789,000 | 789,000 | 789,000 | 0 | 789,000 | 789,000 | 789,000 | |||||||||||||||||
Pay for covenant not to compete(2) | 1,315,000 | 1,315,000 | 1,315,000 | 1,315,000 | 1,315,000 | 1,315,000 | 1,315,000 | 0 | |||||||||||||||||
Company funded disability(3) | 0 | 0 | 0 | 0 | 0 | 0 | 657,500 | 0 | |||||||||||||||||
Vesting of stock options(4) | 0 | 0 | 0 | 65,930,520 | 0 | 65,930,520 | 65,930,520 | 65,930,520 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | R. Adam Norwitt Benefits and Payments upon Separation | | | | Voluntary Termination ($) | | | | Early Retirement ($) | | | | Normal Retirement ($) | | | | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | | | | For Cause Termination ($) | | | | Change in Control ($) | | | | Disability ($) | | | | Death ($) | | | ||||||||||||||||||||||||
| | | Severance payment | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | | Incentive plan compensation(1) | | | | | | 3,780,000 | | | | | | | 3,780,000 | | | | | | | 3,780,000 | | | | | | | 3,780,000 | | | | | | | 0 | | | | | | | 3,780,000 | | | | | | | 3,780,000 | | | | | | | 3,780,000 | | | |
| | | Pay for covenant not to compete(2) | | | | | | 1,400,000 | | | | | | | 1,400,000 | | | | | | | 1,400,000 | | | | | | | 1,400,000 | | | | | | | 1,400,000 | | | | | | | 1,400,000 | | | | | | | 1,400,000 | | | | | | | 0 | | | |
| | | Company funded disability(3) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 700,000 | | | | | | | 0 | | | |
| | | Vesting of stock options(4) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 40,223,948 | | | | | | | 0 | | | | | | | 40,223,948 | | | | | | | 40,223,9488 | | | | | | | 40,223,948 | | | |
- (1)
| | | Craig A. Lampo Benefits and Payments upon Separation | | | | Voluntary Termination ($) | | | | Early Retirement ($) | | | | Normal Retirement ($) | | | | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | | | | For Cause Termination ($) | | | | Change in Control ($) | | | | Disability ($) | | | | Death ($) | | | ||||||||||||||||||||||||
| | | Severance payment | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | | Incentive plan compensation(1) | | | | | | 936,000 | | | | | | | 936,000 | | | | | | | 936,000 | | | | | | | 936,000 | | | | | | | 0 | | | | | | | 936,000 | | | | | | | 936,000 | | | | | | | 936,000 | | | |
| | | Pay for covenant not to compete(2) | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 0 | | | |
| | | Company funded disability(3) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 325,000 | | | | | | | 0 | | | |
| | | Vesting of stock options(4) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 14,977,910 | | | | | | | 0 | | | | | | | 14,977,910 | | | | | | | 14,977,910 | | | | | | | 14,977,910 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Craig A. Lampo | Voluntary Termination ($) | Early Retirement ($) | Normal Retirement ($) | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | For Cause Termination ($) | Change in Control ($) | Disability ($) | Death ($) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance payment | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Incentive plan compensation(1) | 180,000 | 180,000 | 180,000 | 180,000 | 0 | 180,000 | 180,000 | 180,000 | |||||||||||||||||
Pay for covenant not to compete(2) | 600,000 | 600,000 | 600,000 | 600,000 | 600,000 | 600,000 | 600,000 | 0 | |||||||||||||||||
Company funded disability(3) | 0 | 0 | 0 | 0 | 0 | 0 | 300,000 | 0 | |||||||||||||||||
Vesting of stock options(4) | 0 | 0 | 0 | 23,463,104 | 0 | 23,463,104 | 23,463,104 | 23,463,104 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)- This is the amount actually paid to Mr. Lampo in January
20212023 pursuant to the20202022 Management Incentive Plan. Assuming a termination event as of December 31,2020,2022, this amount would only have been paid upon approval by the Compensation Committee.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
William J. Doherty | Voluntary Termination ($) | Early Retirement ($) | Normal Retirement ($) | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | For Cause Termination ($) | Change in Control ($) | Disability ($) | Death ($) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance payment | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Incentive plan compensation(1) | 689,000 | 689,000 | 689,000 | 689,000 | 0 | 689,000 | 689,000 | 689,000 | |||||||||||||||||
Pay for covenant not to compete(2) | 530,000 | 530,000 | 530,000 | 530,000 | 530,000 | 530,000 | 530,000 | 0 | |||||||||||||||||
Company funded disability(3) | 0 | 0 | 0 | 0 | 0 | 0 | 265,000 | 0 | |||||||||||||||||
Vesting of stock options(4) | 0 | 0 | 0 | 17,559,200 | 0 | 17,559,200 | 17,559,200 | 17,559,200 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Luc Walter Benefits and Payments upon Separation | | | | Voluntary Termination ($) | | | | Early Retirement ($) | | | | Normal Retirement ($) | | | | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | | | | For Cause Termination ($) | | | | Change in Control ($) | | | | Disability ($) | | | | Death ($) | | | ||||||||||||||||||||||||
| | | Severance payment(1) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 725,000 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | | Relocation expense(2) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 250,000 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | | Incentive plan compensation(3) | | | | | | 1,005,938 | | | | | | | 1,005,938 | | | | | | | 1,005,938 | | | | | | | 1,005,938 | | | | | | | 0 | | | | | | | 1,005,938 | | | | | | | 1,005,938 | | | | | | | 1,005,938 | | | |
| | | Pay for covenant not to compete(4) | | | | | | 725,000 | | | | | | | 725,000 | | | | | | | 725,000 | | | | | | | 725,000 | | | | | | | 725,000 | | | | | | | 725,000 | | | | | | | 725,000 | | | | | | | 0 | | | |
| | | Company funded disability(5) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 362,500 | | | | | | | 0 | | | |
| | | Vesting of stock options(6) | | | | | | 0 | | | | | | | 10,044,460 | | | | | | | 0 | | | | | | | 10,044,460 | | | | | | | 0 | | | | | | | 10,044,460 | | | | | | | 10,044,460 | | | | | | | 10,044,460 | | | |
- (1)
| | | William J. Doherty Benefits and Payments upon Separation | | | | Voluntary Termination ($) | | | | Early Retirement ($) | | | | Normal Retirement ($) | | | | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | | | | For Cause Termination ($) | | | | Change in Control ($) | | | | Disability ($) | | | | Death ($) | | | ||||||||||||||||||||||||
| | | Severance payment | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | | Incentive plan compensation(1) | | | | | | 975,000 | | | | | | | 975,000 | | | | | | | 975,000 | | | | | | | 975,000 | | | | | | | 0 | | | | | | | 975,000 | | | | | | | 975,000 | | | | | | | 975,000 | | | |
| | | Pay for covenant not to compete(2) | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 650,000 | | | | | | | 0 | | | |
| | | Company funded disability(3) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 325,000 | | | | | | | 0 | | | |
| | | Vesting of stock options(4) | | | | | | 0 | | | | | | | 10,044,460 | | | | | | | 0 | | | | | | | 10,044,460 | | | | | | | 0 | | | | | | | 10,044,460 | | | | | | | 10,044,460 | | | | | | | 10,044,460 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Martin W. Booker | Voluntary Termination ($) | Early Retirement ($) | Normal Retirement ($) | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | For Cause Termination ($) | Change in Control ($) | Disability ($) | Death ($) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance payment | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Incentive plan compensation(1) | 427,000 | 427,000 | 427,000 | 427,000 | 0 | 427,000 | 427,000 | 427,000 | |||||||||||||||||
Pay for covenant not to compete(2) | 427,000 | 427,000 | 427,000 | 427,000 | 427,000 | 427,000 | 427,000 | 0 | |||||||||||||||||
Company funded disability(3) | 0 | 0 | 0 | 0 | 0 | 0 | 213,500 | 0 | |||||||||||||||||
Vesting of stock options(4) | 0 | 15,263,536 | 15,263,536 | 15,263,536 | 0 | 15,263,536 | 15,263,536 | 15,263,536 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)- This is the amount actually paid to Mr.
BookerDoherty in January20212023 pursuant to the20202022 Management Incentive Plan. Assuming a termination event as of December 31,2020,2022, this amount would have only been paid upon approval by the Compensation Committee.
| | | Jean-Luc Gavelle Benefits and Payments upon Separation | | | | Voluntary Termination ($) | | | | Early Retirement ($) | | | | Normal Retirement ($) | | | | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | | | | For Cause Termination ($) | | | | Change in Control ($) | | | | Disability ($) | | | | Death ($) | | | ||||||||||||||||||||||||
| | | Severance payment | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | |
| | | Incentive plan compensation(1) | | | | | | 895,798 | | | | | | | 895,798 | | | | | | | 895,798 | | | | | | | 895,798 | | | | | | | 0 | | | | | | | 895,798 | | | | | | | 895,798 | | | | | | | 895,798 | | | |
| | | Pay for covenant not to compete(2) | | | | | | 596,226 | | | | | | | 596,226 | | | | | | | 596,226 | | | | | | | 596,226 | | | | | | | 596,226 | | | | | | | 596,226 | | | | | | | 596,226 | | | | | | | 0 | | | |
| | | Company funded disability(3) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | n/a | | | | | | | 0 | | | |
| | | Vesting of stock options(4) | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | 10,044,460 | | | | | | | 0 | | | | | | | 10,044,460 | | | | | | | 10,044,460 | | | | | | | 10,044,460 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Y. Gu | Voluntary Termination ($) | Early Retirement ($) | Normal Retirement ($) | Involuntary Not For Cause Termination\ Involuntary for Good Reason Termination ($) | For Cause Termination ($) | Change in Control ($) | Disability ($) | Death ($) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance payment | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Incentive plan compensation(1) | 488,923 | 488,923 | 488,923 | 488,923 | 0 | 488,923 | 488,923 | 488,923 | |||||||||||||||||
Pay for covenant not to compete(2) | 439,588 | 439,588 | 439,588 | 439,588 | 439,588 | 439,588 | 439,588 | 0 | |||||||||||||||||
Company funded disability(3) | 0 | 0 | 0 | 0 | 0 | 0 | n/a | 0 | |||||||||||||||||
Vesting of stock options(4) | 0 | 0 | 0 | 15,946,264 | 0 | 15,946,264 | 15,946,264 | 15,946,264 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)- This is the amount actually paid to Mr.
GuGavelle in January20212023 pursuant to the20202022 Management Incentive Plan using the average US dollar toRenminbi YuanHong Kong dollar exchange rate of0.15460.1279 reported by Bloomberg for January2021.2023. Assuming a termination event as of December 31,2020,2022, this amount would only have been paid upon approval by the Compensation Committee.
| | | Year | | | | Summary Compensation Table Total for PEO ($)(1) | | | | Compensation Actually Paid to PEO ($)* | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | | Average Compensation Actually Paid to Non-PEO NEOs ($)* | | | | Value of Initial Fixed $100 Investment (2) Based on: | | | | Net Income ($ million) | | | | Net Sales ($ million) | | | | GAAP Diluted EPS($) | | | |||||||||||||||||||||||||||||||
| | Company Total Shareholder Return ($) | | | | DJUSEC Total Shareholder Return ($)(3) | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022(8) | | | | | | 13,955,683 | | | | | | | (15,652,877) | | | | | | | 4,074,316(4) | | | | | | | (5,362,582) | | | | | | | 145.06 | | | | | | | 124.87 | | | | | | | 1,902 | | | | | | | 12,623 | | | | | | | 3.06 | | | |
| | | 2021(9) | | | | | | 13,092,697 | | | | | | | 51,014,697 | | | | | | | 3,261,582(5) | | | | | | | 14,733,296 | | | | | | | 164.78 | | | | | | | 151.36 | | | | | | | 1,590(7) | | | | | | | 10,876 | | | | | | | 2.51 | | | |
| | | 2020(10) | | | | | | 8,037,847 | | | | | | | 25,107,137 | | | | | | | 3,029,181(6) | | | | | | | 7,920,727 | | | | | | | 122.12 | | | | | | | 120.75 | | | | | | | 1,203 | | | | | | | 8,599 | | | | | | | 1.96 | | | |
| | | Adjustments | | | | 2022 | | | ||||||||||
| | PEO | | | | Average non-PEO NEOs | | | |||||||||||
| | | Deductions for amounts reported under the “Option Awards” column in the Summary Compensation Table for 2022 | | | | | | (8,424,801) | | | | | | | (2,396,376) | | | |
| | | Increase based on fair value of awards granted during 2022 that remain unvested as of 12/31/2022, determined as of 12/31/2022 | | | | | | 3,202,233 | | | | | | | (131,323) | | | |
| | | Increase based on fair value of awards granted during 2022 that vested during 2022, determined as of the vesting date | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase/deduction for awards granted during prior years that were outstanding and unvested as of 12/31/2022, determined based on the change in fair value from 12/31/2021 to 12/31/2022 | | | | | | (10,120,516) | | | | | | | (2,995,808) | | | |
| | | Increase/deduction for awards granted during prior years that vested during 2022 determined based on the change in fair value from 12/31/2021 to the vesting date | | | | | | (14,265,476) | | | | | | | (3,913,391) | | | |
| | | Deduction of fair value of awards granted during prior years that were forfeited during 2022 | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase based on dividends or other earnings paid during 2022 prior to the vesting date | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase based on incremental fair value of options/SARS modified during 2022 | | | | | | 0 | | | | | | | 0 | | | |
| | | Deduction for change in the actuarial present values reported under the “Change in Pension Value and nonqualified Deferred Compensation Earnings” column of the summary compensation table for 2022(a) | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase for service cost and, if applicable, prior service cost for pension plans(b) | | | | | | 0 | | | | | | | 0 | | | |
| | | Total Adjustments: | | | | | | (29,608,560) | | | | | | | (9,436,898) | | | |
| | | Adjustments | | | | 2021 | | | ||||||||||
| | PEO | | | | Average non-PEO NEOs | | | |||||||||||
| | | Deductions for amounts reported under the “Option Awards” column in the Summary Compensation Table for 2021 | | | | | | (7,522,140) | | | | | | | (1,923,728) | | | |
| | | Increase based on fair value of awards granted during 2021 that remain unvested as of 12/31/2021, determined as of 12/31/2021 | | | | | | 7,324,040 | | | | | | | 1,873,065 | | | |
| | | Increase based on fair value of awards granted during 2021 that vested during 2021, determined as of the vesting date | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase/deduction for awards granted during prior years that were outstanding and unvested as of 12/31/2021, determined based on the change in fair value from 12/31/2020 to 12/31/2021 | | | | | | 37,031,180 | | | | | | | 11,130,764 | | | |
| | | Increase/deduction for awards granted during prior years that vested during 2021 determined based on the change in fair value from 12/31/2020 to the vesting date | | | | | | 1,088,920 | | | | | | | 391,613 | | | |
| | | Deduction of fair value of awards granted during prior years that were forfeited during 2021 | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase based on dividends or other earnings paid during 2021 prior to the vesting date | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase based on incremental fair value of options/SARS modified during 2021 | | | | | | 0 | | | | | | | 0 | | | |
| | | Deduction for change in the actuarial present values reported under the “Change in Pension Value and nonqualified Deferred Compensation Earnings” column of the summary compensation table for 2021(a) | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase for service cost and, if applicable, prior service cost for pension plans(b) | | | | | | 0 | | | | | | | 0 | | | |
| | | Total Adjustments: | | | | | | 37,922,000 | | | | | | | 11,471,714 | | | |
| | | Adjustments | | | | 2020 | | | ||||||||||
| | PEO | | | | Average non-PEO NEOs | | | |||||||||||
| | | Deductions for amounts reported under the “Option Awards” column in the Summary Compensation Table for 2020 | | | | | | (5,804,250) | | | | | | | (2,051,925) | | | |
| | | Increase based on fair value of awards granted during 2020 that remain unvested as of 12/31/2020, determined as of 12/31/2020 | | | | | | 8,896,300 | | | | | | | 3,132,500 | | | |
| | | Increase based on fair value of awards granted during 2020 that vested during 2020, determined as of the vesting date | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase/deduction for awards granted during prior years that were outstanding and unvested as of 12/31/2020, determined based on the change in fair value from 12/31/2019 to 12/31/2020 | | | | | | 21,306,760 | | | | | | | 5,390,750 | | | |
| | | Increase/deduction for awards granted during prior years that vested during 2020 determined based on the change in fair value from 12/31/2019 to the vesting date | | | | | | (7,297,420) | | | | | | | (1,568,779) | | | |
| | | Deduction of fair value of awards granted during prior years that were forfeited during 2020 | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase based on dividends or other earnings paid during 2020 prior to the vesting date | | | | | | 0 | | | | | | | 0 | | | |
| | | Increase based on incremental fair value of options/SARS modified during 2020 | | | | | | 0 | | | | | | | 0 | | | |
| | | Deduction for change in the actuarial present values reported under the “Change in Pension Value and nonqualified Deferred Compensation Earnings” column of the summary compensation table for 2020(a) | | | | | | (32,100) | | | | | | | (11,000) | | | |
| | | Increase for service cost and, if applicable, prior service cost for pension plans(b) | | | | | | 0 | | | | | | | 0 | | | |
| | | Total Adjustments: | | | | | | 17,069,290 | | | | | | | 4,891,546 | | | |
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| For our CEO and CFO | | | For our Division Presidents | |
| Net Sales Growth for the Company | | | Net Sales Growth for the relevant Division | |
| Adjusted Diluted EPS Growth | | | Adjusted Operating Income Growth for the relevant Division | |
| | | Performance to Budget | |
$13,955,683.
The pay ratios above are reasonable estimates calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodologies described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee'semployee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Moreover, there are a number of factors which make a meaningful comparison of pay ratios difficult, such as industry specific pay differentials, the geographic location of employee populations and a company'scompany’s manufacturing strategy (e.g., outsourcing versus insourcing).
In addition, with respect of $16,726 (based on the average US dollar to US-based employees, in 2020, the Company analyzed data directly from our HRIS in the United States which currently contains nearly all compensation informationRMB exchange rate for employees2022 of our Company and its subsidiaries in the United States. The Median US Employee for 2020 (excluding the CEO) was determined to have annual total compensation of $55,017 (determined in accordance with the summary compensation table rules)0.1488 as reported by Bloomberg).
COMPENSATION OF NAMED EXECUTIVE OFFICERS
RESOLUTION TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
FUTURE ADVISORY VOTES TO APPROVE
COMPENSATION OF
Management believes the Company's current and former stock option plans are critical drivers of the Company's success by creating a simple alignment between our management team and our stockholders. The Company is seeking stockholder approval of the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the "Amended 2017 Stock Option Plan"). The Amended 2017 Stock Option Plan will become effective on the day of the 2021 Annual Meeting of the Company's Stockholders, assuming approval of this proposal by the stockholders.
The Amended 2017 Stock Option Plan is an amendment and restatement of the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and its Subsidiaries (the "2017 Stock Option Plan"), which 2017 Stock Option Plan was approved by stockholdersNAMED EXECUTIVE OFFICERS
The 2017 Stock Option Plan reserved for issuance 60,000,000 shares of the Company's Common Stock. As of April 1, 2021, there are 10,101,120 shares remaining available for issuance under the 2017 Stock Option Plan. The Company expects to continue its practice of making annual grants of stock options in the second quarter, and more specifically expects to grant options to approximately 750 of its employees on the date immediately following the 2021 Annual Meeting. While 10,101,120 shares are available for issuance under the 2017 Stock Option Plan, the Company has decided to approach our stockholders for approval of the Amended 2017 Stock Option Plan this year in order to increase the number of shares available for issuance by 40,000,000 shares because of the importance we place on having options available as a compensation and retention tool. In light of past option grant practice, and depending on the yet-to-be determined Black-Scholes valuation, it is possible the entirety of the remaining 10,101,120 shares could be granted to employees in May 2021.
In March 2021, the Board of Directors, subject to stockholder approval, authorized and approved the Amended 2017 Stock Option Plan as an amendment and restatement of the 2017 Stock Option Plan. If approved by stockholders, the Amended 2017 Stock Option Plan would (i) amend and restate the 2017 Stock Option Plan, (ii) increase the number of shares of Common Stock available for issuance under the 2017 Stock Option Plan by 40,000,000 shares and (iii) extend the termination date to March 30, 2031, ten years from the date the Amended 2017 Stock Option Plan was approved by the Board of Directors
The purpose of the Amended 2017 Stock Option Plan is to enable key employees of the Company and its subsidiaries to obtain or to increase a proprietary interest in the Company. It is also intended to continue to attract and retain outstanding employees and to continue to maintain and promote a closer and stronger identity of interests between key employees of the Company and its subsidiaries, on the one hand, and stockholders, on the other hand.
If the stockholders approve the Amended 2017 Stock Option Plan, the Amended 2017 Stock Option Plan will become effective on the date of the 2021 Annual Meeting of the Company's Stockholders. If the stockholders do not approve the Amended 2017 Stock Option Plan, the 2017 Stock Option Plan will continueProposal 3 above, in accordance with its terms as in effect immediately prior to the date the Amended 2017 Stock Option Plan was approved by the Board of Directors.
Stockholder Approval Requirement
Stockholder approval of the Amended 2017 Stock Option Plan is necessary in order for the Company to meet the stockholder approval requirements of the New York Stock Exchange on which shares of Common Stock are traded.
If the Amended 2017 Stock Option Plan is not approved by the Company's stockholders, the Amended 2017 Stock Option Plan will not become effective and the Company may continue to grant options under the 2017 Stock Option Plan using the shares remaining available for issuance thereunder.
Amendments Included in the Amended 2017 Stock Option Plan
Increase in Number of Shares
The Amended 2017 Stock Option Plan will increase the number of shares currently reserved for issuance under the 2017 Stock Option Plan by 40,000,000 shares. As of February 28, 2021, there were 46,305,084 shares subject to outstanding options under the 2017 Stock Option Plan (which options had a weighted average per share exercise price of $42.73 and a weighted average contractual term of 7.77 years) and 10,101,120 shares remaining available for the future issuance under the 2017 Stock Option Plan. As of April 1, 2021, the market value of a share of our Common Stock was $67.05.
Extension of Term
Unless terminated earlier pursuant to the terms of the Amended 2017 Stock Option Plan, the Amended 2017 Stock Option Plan will extend the termination date of the 2017 Stock Option Plan from April 13, 2027 to March 30, 2031, the tenth anniversary of the date the Amended 2017 Stock Option Plan was approved by the Board of Directors. Upon termination, the Amended 2017 Stock Option Plan will continue to govern outstanding options.
Summary of the Amended 2017 Stock Option Plan
The following description of the Amended 2017 Stock Option Plan is qualified in its entirety by reference to the full text of the Amended 2017 Stock Option Plan, which is attached hereto as Annex A.
General
•Overall share limit covering 100,000,000 shares, which includes 60,000,000 shares previously reserved for issuance under the 2017 Stock Option Plan;•Ten year term that expires in 2031;•All options previously granted by the Company vest over a five-year period, with 20% of the shares vesting per year;•Does not provide for the grant of restricted stock, RSUs or other forms of equity compensation; and•Exercise price of options will not be less than 100% of the fair market value of a share on the grant date.
Eligibility and Administration
The Company's employees, consultants and directors will be eligible to receive options under the Amended 2017 Stock Option Plan. As of April 1, 2021, there are approximately 750 employees, out of a total Company headcount of approximately 82,000, who would be eligible to be granted options under the Amended 2017 Stock Option Plan. Historically, the Company has not granted options to consultants. When directors have been awarded options, they were granted pursuant to a plan unique to the directors. Our directors have not received option awards since 2011.
The Amended 2017 Stock Option Plan will be administered by the Board, which may delegate its duties and responsibilities to committees of the Company's directors or officers (referred to collectively as the "plan administrator" below), subject to certain limitations that may be imposed under applicable laws,
including Section 1614A of the Exchange Act and stock exchangethe related rules as applicable. The plan administrator willof the SEC, our stockholders have the authorityopportunity to make all determinationscast an advisory vote to approve the compensation of our named executive officers. This Proposal 4 affords our stockholders the opportunity to cast an advisory vote on how often we should include an advisory vote to approve compensation of named executive officers or say-on-pay vote in our proxy materials for future annual stockholder meetings or any special stockholder meeting for which we must include executive compensation information in the proxy statement for that meeting. Under this Proposal 4, stockholders may vote to have the say-on-pay vote conducted every: one year, two years or three years.
Shares Available for Options
The Amended 2017 Stock Option Plan authorizes the issuance of 100,000,000 shares of Common Stock, which includes 60,000,000 shares of Common Stock previously reserved for issuance under the 2017 Stock Option Plan.
The number of shares authorized for issuance under the Amended 2017 Stock Option Plan may be adjusted for changes in the Company's capitalization and certain corporate transactions, as described below under the heading "Certain Transactions."
If an option under the Amended 2017 Stock Option Plan expires, lapses or is terminated, surrendered, canceled without having been fully exercised or forfeited, any unused shares subject to the option will again be available for grants under the Amended 2017 Stock Option Plan.
Options granted under the Amended 2017 Stock Option Plan in substitution for any options granted by an entity before the entity's merger or consolidation with the Company (or any of its subsidiaries) or the Company's (or any subsidiary's) acquisition of the entity's property or stock will not reduce the shares available for grant under the Amended 2017 Stock Option Plan.
Individual Option Limits
The maximum aggregate number of shares of Common Stock with respect to which one or more options may be granted under the Amended 2017 Stock Option Plan to any one person during any fiscal year is 3,000,000 shares. However, this number may be adjusted to take into account equity restructurings and certain other corporate transactions as described below and shall be multiplied by two (2) with respect to options granted to an individual during the first fiscal year in which the individual commences employment with the Company or its subsidiaries.
Options
Non-qualified stock options may be granted under the Amended 2017 Stock Option Plan, which options provide for the purchase of shares of Common Stock in the future at an exercise price set on the grant date. The exercise pricefrequency of a stock option will not be less than 100% of the fair market value of the underlying share on the date of grant, except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and other conditions.
All options under the Amended 2017 Stock Option Plan will be set forth in option agreements, which will detail the terms and conditions of the options, including any applicable vesting and payment terms and post-termination exercise limitations.
Prohibition on Repricing
Under the Amended 2017 Stock Option Plan, the plan administrator may not, except in connection with equity restructurings and certain other corporate transactions as described below, without the approval of the Company's stockholders, authorize the repricing of any outstanding option to reduce its
price per share, cancel any option in exchange for cash or another option when the price per share exceeds the "fair market value" (as that term is defined in the Amended 2017 Stock Option Plan) of an underlying share or take any other action with respect to an option that the Company determines would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Common Stock is listed.
Certain Transactions
In connection with certain corporate transactions and events affecting the Common Stock, including a change in control, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the Amended 2017 Stock Option Plan to prevent the dilution or enlargement of intended benefits, facilitate the transaction or event or give effect to the change in applicable laws or accounting principles. This includes canceling options for cash or property, accelerating the vesting of options, providing for the assumption or substitution of options by a successor entity, adjusting the number and type of shares subject to outstanding options and/or with respect to which options may be granted under the Amended 2017 Stock Option Plan and replacing options or terminating options under the Amended 2017 Stock Option Plan. In addition, in the event of certain non-reciprocal transactions with stockholders, the plan administrator will make equitable adjustments to the Amended 2017 Stock Option Plan and outstanding options as it deems appropriate to reflect the transaction.
Foreign Participants, Claw-Back Provisions and Transferability
The plan administrator may modify options granted to participants who are foreign nationals or employed outside the United States or establish subplans or procedures to address differences in laws, rules, regulations or customs of such foreign jurisdictions. All options will be subject to any Company claw-back policy as set forth in such claw-back policy or the applicable option agreement. Except as the plan administrator may determine or provide in an option agreement, options under the Amended 2017 Stock Option Plan are generally non-transferrable, except by will or the laws of descent and distribution, or, subject to the plan administrator's consent, pursuant to a domestic relations order, and are generally exercisable only by the participant.
Plan Amendment and Termination
The plan administrator may amend or terminate the Amended 2017 Stock Option Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the Amended 2017 Stock Option Plan, may materially and adversely affect an option outstanding under the Amended 2017 Stock Option Plan without the consent of the affected participant and stockholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws. The Amended 2017 Stock Option Plan will remain in effect until the tenth anniversary of the earlier of (i) the date the Board adopted the Amended 2017 Stock Option Plan and (ii) the date the stockholders approved the Amended 2017 Stock Option Plan, unless earlier terminated by the Board. No options may be granted under the Amended 2017 Stock Option Plan after its termination.
Federal Income Tax Consequences Associated with the Amended 2017 Stock Option Plan
The federal income tax consequences of the Amended 2017 Stock Option Plan under current federal income tax law are summarized in the following discussion, which deals with the general tax principles applicable to the Amended 2017 Stock Option Plan and is intended for general information only. The following discussion of federal income tax consequences does not purport to be a complete analysis of all of the potential tax effects of the Amended 2017 Stock Option Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed, and may vary depending on individual circumstances and from locality to locality.
Stock Options. A participant in the Amended 2017 Stock Option Plan generally will not recognize taxable income and the Company generally will not be entitled to a tax deduction upon the grant of a stock option. The Amended 2017 Stock Option Plan permits the grant of options that are not intended to qualify as "incentive stock options" as defined in Section 422 of the Code. Upon exercising an option when the fair market value of the stock is higher than the exercise price of the option, a participant in the Amended 2017 Stock Option Plan generally will recognize taxable income at ordinary income tax rates equal to the excess of the fair market value of the stock on the date of exercise over the purchase price, and the Company (or its subsidiaries, if any) generally will be entitled to a corresponding tax deduction for compensation expense, in the amount equal to the amount by which the fair market value of the shares purchased exceeds the purchase price for the shares. Upon a subsequent sale or other disposition of the option shares, the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price of the shares and the participant's tax basis in the shares.
Section 162(m) Limitation. Section 162(m) of the Code limits the deduction certain employers may take for compensation in excess of $1 million paid in a given year to certain current of former executive officers. Prior to the Tax Cuts and Jobs Act (the "TCJ Act"), the deduction limit did not apply to certain "performance-based" compensation established by an independent compensation committee which conformed to certain conditions stated under the Code and related regulations. As part of the TCJ Act, the ability to rely on this qualified "performance-based" compensation exception was eliminated.
State and local tax consequences may in some cases differ from the federal tax consequences. The foregoing summary of the income tax consequences in respect of the Amended 2017 Stock Option Plan is for general information only. Interested parties should consult their own advisors as to specific tax consequences of their options.
The Amended 2017 Stock Option Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended, and is not intended to be qualified under Section 401(a) of the Code.
Options under the Amended 2017 Stock Option Plan are subject to the discretion of the plan administrator and no determinations have been made by the plan administrator as to any options that may be granted pursuant to the Amended 2017 Stock Option Plan. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the Amended 2017 Stock Option Plan.
Additional Prior Award Information
The following table sets forth, with respect to the individuals and groups identified therein, the number of shares subject to stock options that have been granted to such individuals and groups under the 2017 Stock Option Plan through April 1, 2021:
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(1)The closing price per share of our Common Stock on the New York Stock Exchange on April 1, 2021 was $67.05.
Interest of Certain Persons in the Amended 2017 Stock Option Plan
Stockholders should understand that our executive officers and non-employee directors may be considered to have an interest in the approval of the Amended 2017 Stock Option Plan because they may in the future receive awards under the Amended 2017 Stock Option Plan, however our non-employee directors are not typically granted options. Nevertheless, the Board believes that it is important to provide incentives and rewards for superior performance and the retention of experienced directors and officers by adopting the Amended 2017 Stock Option Plan.
The Board recommends a FOR vote for the Amended 2017 Stock Option Plan. In its deliberations regarding the Amended 2017 Stock Option Plan, the Board considered that:
•Over the last 10 years, Amphenol has delivered a compounded annual growth rate total shareholder return in excess of 18% compared to approximately 13.9% for the S&P 500. Past performance does not necessarily predict future results, however the Board believes the stock option program has been a key driver of this success.•We believe the number of shares authorized under the Amended 2017 Stock Option Plan is reasonable. The increase in the share limit of 40,000,000 shares was devised considering historic grant rates, the anticipated growth of our management team and our practice of seeking regular approval from our stockholders of our stock option plans.•Based on our historical grant practices and certain other assumptions, including the price of our Common Stock, we currently expect that the proposed number of shares to be authorized for
•Our stock incentive program is somewhat unique in that it allows only the grant of stock options, rather than other forms of equity compensation, including in particular restricted stock or RSUs. As we grant only stock options to employees, for equivalent value of equity compensation, our stockholders are diluted less than if we had granted restricted stock or RSUs. This results from the fact that upon exercise, the Company receives the strike price of options in cash, which funds can ultimately be used to buy back shares through our share repurchase plan. Despite the effect of our stock option program, our total number of shares outstanding has actually been consistently decreasing for many years. More specifically, at January 31, 2017, we had approximately 616,741,616 shares outstanding and that number has decreased to approximately 599,181,162 shares as of January 31, 2021 despite the grants of 51,462,280 options between January 31, 2017 and January 31, 2021.•Given our history of share buybacks, which serve to reduce the denominator in the "burn rate" calculation, rather than focusing on "burn rate" we have instead generally kept the total expense for options granted each year in the range of 3% to 5% of the Company's annual consolidated operating income for such year. This ensures that the scope and scale of the plan remains commensurate with the size and performance of the Company.•Our stock option plan currently includes approximately 750 participants, out of a total of approximately 82,000 employees. Our options feature a five-year vesting schedule, which is longer than typical and serves as an important retention tool. Our stock option plan is also a critical element for attracting new talent to the Company.•Because of our performance-based compensation program, our stock option plan provides a meaningful portion of the compensation available to many of the individuals that are driving the Company's outstanding performance. If the stock option plan were not to be approved, the Company would need to create an alternate method to incentivize our management team. This creates the potential for disruption and uncertainty and would likely distract our teams from focusing on driving individual business unit performance. In addition, such alternate methods could be significantly more costly to the Company.
issuance under the Amended 2017 Stock Option Plan will provide sufficient option awards for approximately the next three to four years.
The Amended 2017 Stock Option Plan is hereby proposed for approval by the stockholders. The affirmative vote of the holders of a majority of the shares present and entitled to vote at the 2021 Annual Meeting of Stockholders will be necessaryable to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. The Board is recommending that the stockholders should vote for holding the advisory vote to approve compensation of named executive officers every one year. The Board believes this has become the Amended 2017 Stock Option Plan.
predominant practice among similarly situated public companies.
A VOTE FOR
FUTURE ADVISORY VOTES TO APPROVE COMPENSATION OF
NAMED EXECUTIVE OFFICERS
EVERY ONE YEAR
PROPOSAL 5. APPROVE AN AMENDMENT TO THE COMPANY'SCERTIFICATE OF INCORPORATION TO INCREASETHE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
The stockholders of the Company are being asked to approve an amendment to the Company's Certificate of Incorporation as described below. A copy of the Amended and Restated Certificate of Incorporation as proposed to be further amended and restated may be obtained by written request to the Company's Secretary at the address on the first page of this Proxy Statement.
On January 27, 2021, the Board of Directors approved a two-for-one split of the Common Stock, which was issued on March 4, 2021 to stockholders of record as of February 16, 2021. The Board has approved, and is recommending to the stockholders for approval, an amendment to Article Fourth of the Company's Amended and Restated Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue by 1,000,000,000 from 1,000,000,000 to 2,000,000,000. The full text of the proposed amendment to the Amended and Restated Certificate of Incorporation is set forth on page 63.
The proposed amendment would increase the number of shares of Common Stock that the Company is authorized to issue by 1,000,000,000 from 1,000,000,000 to 2,000,000,000. The additional 1,000,000,000 shares would be a part of the existing class of Common Stock and, if and when issued, would have the same rights and privileges as the shares of Common Stock presently issued and outstanding. The Board believes it is desirable to increase the number of shares of Common Stock the Company is authorized to issue to provide the Company with adequate flexibility in the future for, among other things, stock splits/stock dividends, grants under equity compensation plans, financing transactions and/or acquisition transactions.
The Company does not have any immediate plans, arrangements, commitments or understandings with respect to the issuance of any of the additional shares of Common Stock, other than shares currently reserved for issuance under the Company's stock option plans for executive officers and key management employees (See caption "Stock Option Plans" on pages 31 and 40) or such shares as may be issued in connection with the Directors' Deferred Compensation Plan and the Directors Restricted Stock Plan (See caption "Director Compensation for the 2020 Fiscal Year" on page 18).
Although authorization of additional shares of Common Stock is recommended by the Board of Directors for the reasons stated herein, and not in consideration of any possible anti-takeover effect, such additional authorization of shares of Common Stock could be used by incumbent management to make it more difficult, and thereby discourage, any attempt to acquire control of the Company, even though stockholders of the Company may deem such an acquisition desirable. For example, the shares could be privately placed with a purchaser who might support the Board of Directors in opposing a hostile takeover bid. The issuance of new shares could also be used to dilute the stock ownership and voting power of a third party seeking to remove the Directors, replace incumbent Directors, accomplish certain business combinations or alter, amend or repeal portions of the Company's Amended and Restated Certificate of Incorporation.
The proposed amendment would permit the issuance of additional shares of Common Stock up to the new maximum authorization of 2,000,000,000 shares without further action or authorization. The Board believes it is prudent for the Company to have this flexibility. The holders of Common Stock of the Company are not entitled to preemptive rights or cumulative voting. Accordingly, the issuance of additional shares of Common Stock might dilute, under certain circumstances, the ownership and voting rights of stockholders.
Under Delaware law, an amendment of a Certificate of Incorporation to effectuate a change in the number of shares of the authorized capital stock of a corporation requires the approval of a majority of the outstanding stock entitled to vote thereon. In this instance, the holders of Common Stock are entitled to
vote on the amendment and the holders of a majority of such Common Stock must approve this amendment for its passage.
As of the Record Date there were 599,356,937 shares outstanding and approximately 109,375,079 shares are authorized for future issuance under the 2017 Option Plan, the 2009 Option Plan, the Directors' Deferred Compensation Plan and the 2012 Director's Restricted Stock Plan. Refer to Proposal 4 on page 55 to review a proposed amendment to the 2017 Option Plan to increase the number of options authorized to be granted under such plan.
The proposed Fifth Amendment to the Restated Certificate of Incorporation of the Company, if adopted by the required vote of stockholders, will become effective on or about May 19, 2021.
FIFTH AMENDMENT TO THE RESTATEDCERTIFICATE OF INCORPORATION
Article FOURTH of the Restated Certificate of Incorporation reads as follows before giving effect to the proposed amendment:
"FOURTH: The total number of shares of stock that the Corporation is authorized to issue is 1,000,000,000 shares of Class A Common Stock, par value $.001 each."
Pursuant to the proposed amendment, Article FOURTH of the Amended and Restated Certificate of Incorporation would be deleted and replaced by the following:
"FOURTH: The total number of shares of stock that the Corporation is authorized to issue is 2,000,000,000 shares of Class A Common Stock, par value $.001 each."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVALOF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TOINCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DERIVATIVE SECURITIES AND HEDGING
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NON-EMPLOYEE DIRECTORS AND CERTAIN EXECUTIVES
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We are dedicated to
Environment. We recognize the importance of limiting our environmental footprint. Our operations are implementingCompany policies, programs and practices relevant to climate-change related matters. The Compensation Committee is responsible for assisting the Board in fulfilling its oversight responsibility for the “Social” portion of ESG, which includes a periodic review of the Company’s DEI programs and performance. The Nominating/Corporate Governance Committee continues to be responsible for assisting the Board in fulfilling its oversight responsibility for the “Governance” portion of ESG. Amphenol’s ESG initiatives are governed by a number of policies that reduce greenhouse gas (GHG) emissions, conserve water and decrease waste through reuse and recycling. We have reducedoutline our GHG emissions over the past three years and have committed to reducing our Scope 1 and 2 GHG emissions by 10% versus our 2018 levels by 2022. In addition, over the past three years, we have reduced our normalized water withdrawal and have increased the percentage of our waste that is recycled. Our operations are also designing products that enable our customers to minimize their own environmental footprint by reducing their power and energy use. In addition, we are activerelated principles including in designing products that support next-generation technologies including alternative energy generation and electric and hybrid vehicles.
Supply Chain. As stated inparticular our Code of Business Conduct and Ethics, policy, we have zero tolerance for human trafficking and slavery. To underpin our current practices, which are based on the United Nations Guiding Principles for Business & Human Rights, we have also issued aEnvironmental Policy, Global Human Rights Policy. To ensure thatPolicy, Diversity, Equity and Inclusion Policy and our suppliersHealth and Safety Policy, all of which are acting in a manner consistent with our values and standards, we have expanded our outreach and engagementavailable on our Supplier Code of Conduct and, in 2020, we published a new Supplier Responsible Labor Policy which sets forth the standards we expect our supply chain to uphold. After mapping our supply chain, we have begun engaging with our most at-risk Tier 1 Direct suppliers through an awareness campaign to ensure they are adhering to our standards. We are also committed against the use of conflict minerals and actively survey our supply chain on an annual basis to ensure we do not knowingly use these materials.
Ethics. We strive to conduct business in an ethical way everywhere around the world. Our Code of Business Conduct and Ethics policy is a core document that our global management team reviews and re-commits to each year. This is further supported by a robust ethics and compliance program, including an independent internal audit function, compliance training as well as a whistleblower and investigation process with a strict policy prohibiting retaliation.
Employees. Our employees are our most valuable asset and core to how we conduct business. The Company's culture is based on a deep-rooted philosophy of accountability which provides our management teams the tools to do their jobs and the authority and sense of ownership to do them effectively. Amphenol continues to invest in our people and strives to always ensure that they work in an ethical and highly rewarding environment. In particular, given the current COVID-19 pandemic, the Company has taken significant steps to ensure the safety of our employees amidst this unprecedented crisis. The safety of our people is always critical, and we work together in a culture of mutual protection where worker safety is always a top priority. The depth and stability of our global workforce continues to be the core asset of Amphenol. We are striving to develop a diverse and inclusive leadership team. Of our 19 executive leaders, seven were born outside of the United States and four identify as either (i) an under-represented minority (Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities) and/or (ii) LGBTQ+. Three members of our executive leadership team are women.
website. We recognize that sustainabilityESG practices and programsinitiatives require transparency and accountability andaccountability. To this end, we intend to publish an updateda Sustainability Report on an annual basis. Ourbasis, the most recent Sustainability Report was published in 2020 andof which is available on the home page of our website. We anticipate publishing our 2022 Sustainability Report prior to the Annual Meeting. For more information about our sustainability efforts,ESG practices and initiatives, please visit the sustainability section of our website at https://www.amphenol.com/sustainability.
annual meeting, (iii) the name and record address of the stockholder togethercomply with the numberuniversal proxy rules, stockholders who intend to solicit proxies in support of shares beneficially owned and (iv) a description of any material interest ofdirector nominees other than the stockholder in such business.
Company’s nominees must also provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 19, 2024.
Proposal 5—Improve Political Spending Disclosure
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Amphenol does not make political contributions as already publicly disclosed.
the requested report outweighs the resources required to prepare such a report.
The Proxy Access By-law permits any stockholder or group of up to 20 stockholders that beneficially owns at least 3% of our outstanding Common Stock continuously for three years to nominate candidates for election to the Board and requires the Company to list such nominees along with the Board's nominees in the Company's proxy statement. Pursuant to the Proxy Access By-law, the qualifying stockholder or group of stockholders may nominate up to 20% of the Board, rounding down to the nearest whole number of Board seats (but no less than two).
The provisions of the Proxy Access By-law follow well-established best practices and are consistent with all of the proxy access bylaws adopted by public companies in 2020.
We believe that the Proxy Access By-law establishes a robust proxy access right. In addition to capturing what the Board considers to be best practice with regard to proxy access, the provisions of the Proxy Access By-law are consistent with the majority of the proxy access bylaws adopted by other public companies in 2020, as detailed below:
•Number of permitted proxy access nominees.The Proxy Access By-law allows up to 20% of the Board (rounded down to the nearest whole number, but not less than two) to be nominated through proxy access. This provision reflects the market approach, with 100% of the proxy access bylaws adopted in 2020 and 75% of all proxy access bylaws permitting up to 20% of the Board to be nominated through proxy access.•Ability of stockholders to aggregate ownership.The Proxy Access By-law allows groups of up to 20 stockholders to aggregate their share ownership in order to satisfy the 3% minimum ownership threshold requirement. This provision reflects the market approach, with 100% of the proxy access bylaws adopted in 2020 and 93% of all proxy access bylaws limiting the size of a nominating group to 20 or fewer stockholders.
Placing reasonable limitations on the number of stockholders who can form a group to establish the required ownership threshold will save Company resources.
We believe that a reasonable limitation on the number of stockholders who can aggregate their holdings in order to nominate a director should be established. By limiting the number of stockholders, the Company can reduce administrative costs and the risk of abuse by stockholders with a special interest, including interests unrelated to long-term shareholder value. In the absence of a reasonable limitation on the number of stockholders in a group, the Company could be required to make burdensome and time-consuming inquiries into the nature and duration of the share ownership of a large number of individuals participating in a nomination in order to verify their required share ownership, which could impede the exercise of proxy access rights by other stockholders.
Our proxy access right limits the number of stockholders who can assemble as a group to 20 holders of record, which, as noted above, is consistent with the overwhelming majority of proxy access bylaws. Allowing a limited number of holders to act as a group strengthens the principle that we believe is shared by most of our stockholders: that the right to nominate a director using the Company's proxy statement
should be available only for those who have a sufficient financial stake in the Company to cause their interests to be aligned with the long-term interests of our stockholders as a whole.
We have an established record of best governance practices and are responsive to stockholders.
In addition to the Proxy Access By-law, there are a number of other key protections currently in place for our stockholders, including the following:
•Majority independent Board.Currently 8 of the 9 members of our Board are independent, as defined by the NYSE listing standards and applicable SEC rules;•Annual director elections.In 2012, our stockholders approved the declassification of our Board. As a result, our entire Board has been elected annually since 2013;•Stockholder right to act by written consent.Our stockholders have the right to act by written consent; and•Voting requirements.We have no supermajority voting requirements in our Certificate of Incorporation or By-laws.
For these reasons, the Board of Directors UNANIMOUSLY urges stockholders to vote AGAINST this proposal.
the proposal to prepare a report disclosing the Company’s political spending and related policies and procedures.
5.
REPLY ENVELOPE ON WHICH NO POSTAGE NEED BE AFFIXED IF MAILED
IN THE UNITED STATES.
Lance E.
D’Amico
Senior Vice President, Secretary and General Counsel
AMENDED AND RESTATED2017 STOCK PURCHASE AND OPTION PLANFOR KEY EMPLOYEES OFAMPHENOL AND SUBSIDIARIES
The Plan's purpose is to enhance the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article IX.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
ARTICLE III.ADMINISTRATION AND DELEGATION
3.1 Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator's determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2 Appointment of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.
ARTICLE IV.STOCK AVAILABLE FOR AWARDS
4.1 Number of Shares. Subject to adjustment under Article VI and the terms of this Article IV, Awards may be made under the Plan covering up to the Overall Share Limit. As of May 18, 2017, the Company ceased granting awards under the Prior Plans; however, Prior Plan Awards will remain subject to the terms of the applicable Prior Plan. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.
4.2 Share Recycling. If all or any part of an Award expires, lapses or is terminated, surrendered, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company not issuing any Shares covered by the Award, the unused Shares covered by the Award will again be available for Award grants under the Plan.
4.3 Substitute Awards. In connection with an entity's merger or consolidation with the Company or the Company's acquisition of an entity's property or stock, the Administrator may grant Awards in substitution for any options granted before such merger or consolidation by such entity or its affiliate.
Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above). Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
5.1 General. The Administrator may grant Options to Service Providers subject to the limitations in the Plan. The Administrator will determine the number of Shares covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option.
5.2 Exercise Price. The Administrator will establish each Option's exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option. Notwithstanding the foregoing, if on the last day of the term of an Option the Fair Market Value of one Share exceeds the applicable exercise or base price per Share, the Participant has not exercised the Option and remains employed by the Company or one of its Subsidiaries and the Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment made by withholding Shares otherwise issuable in connection with its exercise. In such event, the Company shall deliver to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and required withholding taxes; provided, however, any fractional Share shall be settled in cash.
5.3 Duration of Options. Each Option will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day prior to the expiration of an Option (i) the exercise of the Option is prohibited by Applicable Law, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable current or former Service Provider due to any Company insider trading policy (including blackout periods) or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term of the Option shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the original maximum term of the applicable Option unless the exercise would violate an Applicable Law as set forth in clause (i) above. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option, violates the non-competition, non-solicitation or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right to exercise the Option may be terminated by the Company and the Company may suspend the Participant's right to exercise the Option when it reasonably believes that the Participant has participated in any such violation. In addition, if, prior to the end of the term of an Option, the Participant is given notice by the Company or any of its Subsidiaries of the termination of his or her employment or other relationship by the Company
or any of its Subsidiaries for Cause, and the effective date of such employment or other termination is subsequent to the date of the delivery of such notice, the right to exercise the Option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant's employment or other relationship shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment or other relationship (in which case the right to exercise the Option shall terminate immediately upon the effective date of such termination of employment or other relationship).
5.4 Exercise. Options may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Option is exercised and (ii) as specified in Section 7.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option may not be exercised for a fraction of a Share.
5.5 Payment Upon Exercise. Subject to Section 8.8, any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:
(a) cash, wire transfer of immediately available funds or by check payable to the order of the Company; provided, that, the Company may limit the use of one of the foregoing exercise methods if one or more of the exercise methods below is permitted;
(b) if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant's delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
(c) to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;
(d) to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option's exercise valued at their Fair Market Value on the exercise date;
(e) to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or
(f) to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.
ARTICLE VI.ADJUSTMENTS FOR CHANGES IN COMMON STOCKAND CERTAIN OTHER EVENTS
6.1 Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VI, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award's exercise price, granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 6.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
6.2 Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation,
combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant's request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:
(a) To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise of the vested portion of such Award; provided that, if the amount that could have been obtained upon the exercise of the vested portion of such Award is equal to or less than zero, then the Award may be terminated without payment;
(b) To provide that such Award shall vest and be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
(c) To provide that such Award be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise price, in all cases, as determined by the Administrator;
(d) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;
(e) To replace such Award with other rights or property selected by the Administrator; and/or
(f) To provide that the Award will terminate and cannot vest or be exercised after the applicable event, in which case the Administrator shall notify the Participant that the vested portion of the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of such event, and such Award shall terminate upon the expiration of such period.
6.3 Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction.
6.4 General. Except as expressly provided in the Plan or the Administrator's action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity
Restructuring under Section 6.1 above or the Administrator's action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award's grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company's right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VI.
ARTICLE VII.GENERAL PROVISIONS APPLICABLE TO AWARDS
7.1 Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator's consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant's authorized transferee that the Administrator specifically approves.
7.2 Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
7.3 Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
7.4 Termination of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant's Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant's legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.
7.5 Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant's Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the maximum statutory withholding rates for the applicable jurisdiction (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 8.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company; provided, that, the Company may limit the use of one of the foregoing methods if one or more of the exercise methods below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company
at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company's retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant's behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant's acceptance of an Award under the Plan will constitute the Participant's authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
7.6 Amendment of Award; Prohibition on Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award or changing the exercise date. The Participant's consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant's rights under the Award, or (ii) the change is permitted under Article VI or pursuant to Section 8.6. Other than pursuant to Sections 6.1 and 6.2, the Administrator shall not without the approval of the Company's stockholders (a) lower the exercise price per Share of an Option after it is granted, (b) cancel an Option when the exercise price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award, or (c) take any other action with respect to an Option that the Company determines would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.
7.7 Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan until (i) all Award conditions have been met or removed to the Company's satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company's inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.
7.8 Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable or shall continue to vest and become exercisable following a Termination of Service.
8.1 No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.
8.2 No Rights as Stockholder; Certificates. No Participant or Designated Beneficiary will have any rights as a stockholder (including, but not limited to, the receipt of dividends) with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock
certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.
8.3 Effective Date and Term of Plan. The Plan, as amended and restated, will become effective on the date it is approved by the Company's stockholders and, unless earlier terminated by the Board, will remain in effect until March 30, 2031, the tenth anniversary of the date the Board adopted the Plan, as amended and restated, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan, as amended and restated, is not approved by the Company's stockholders, the Plan will continue in full force and effect in accordance with its terms and conditions as in effect immediately prior to the date this Plan, as amended and restated, was approved by the Board.
8.4 Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant's consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.
8.5 Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.
8.6 Section 409A. The Company intends that all Awards be structured to be exempt from Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant's consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award's grant date. The Company makes no representations or warranties as to an Award's tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 8.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant "nonqualified deferred compensation" subject to taxes, penalties or interest under Section 409A.
8.7 Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan's administration or interpretation, against any cost or expense (including attorneys' fees) or liability (including any sum paid in settlement of a claim with the Administrator's approval) arising from any act or omission concerning this Plan unless arising from such person's own fraud or bad faith.
8.8 Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act,
prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities, whether subject to outstanding Awards or otherwise, during a period of up to one hundred eighty days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter (the "Lock-Up Period"). The Company may impose stop-transfer instructions with respect to Shares subject to the foregoing prohibitions until the end of the Lock-Up Period and these restrictions will be binding on the applicable Participant. Further, each Participant shall, if so requested by any underwriter representative, execute a customary lock-up agreement which shall provide such terms as such underwriter representative may in its discretion request, including, without limitation the prohibition on sale and transfer during the Lock-Up Period described in this Section 8.8.
8.9 Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant's participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant's name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the "Data"). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant's participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant's country, or elsewhere, and the Participant's country may have different data privacy laws and protections than the recipients' country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant's participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant's participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 8.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant's ability to participate in the Plan and, in the Administrator's discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 8.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.
8.10 Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.
8.11 Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.
8.12 Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state's choice-of-law principles requiring the application of a jurisdiction's laws other than the State of Delaware.
8.13 Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
8.14 Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan's text, rather than such titles or headings, will control.
8.15 Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.
8.16 Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
8.17 Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 7.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker's fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant's applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant's obligation.
8.18 Individual Award Limitation. Notwithstanding any provision in the Plan to the contrary, and subject to adjustment as provided in Article VI, the maximum aggregate number of Shares with respect to one or more Awards of Options that may be granted to any one person during any fiscal year of the Company shall be 3,000,000. The limitation in this Section shall be multiplied by two (2) with respect to Awards granted to a Participant during the first fiscal year in which the Participant commences employment with the Company and/or its Subsidiaries.
As used in the Plan, the following words and phrases will have the following meanings:
9.1 "Administrator" means the Board or a Committee to the extent that the Board's powers or authority under the Plan have been delegated to such Committee. As of the date the Board approved the Plan, the Compensation Committee of the Board is expected to be the initial Administrator.
9.2 "Applicable Laws" means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable
rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted.
9.3 "Award" means a grant under the Plan of Options.
9.4 "Award Agreement" means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
9.5 "Board" means the Board of Directors of the Company.
9.6 "Cause" means (i) if Participant is a party to a written employment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term "cause" is defined (a "Relevant Agreement"), "cause" as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator's determination that Participant failed to substantially perform Participant's duties (other than a failure resulting from Participant's Disability); (B) the Administrator's determination that Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or Participant's immediate supervisor; (C) the occurrence of any act or omission by Participant that could reasonably be expected to result in (or has resulted in) Participant's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense; or (D) Participant's commission of an act of fraud, embezzlement, misappropriation, gross misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.
9.7 "Change in Control" means and includes each of the following:
(a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any "person" or related "group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a "person" that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company's securities outstanding immediately after such acquisition; or
(b) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company's assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:
(i) which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the
Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least a majority of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and
(ii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a "change in control event," as defined in Treasury Regulation Section 1.409A-3(i)(5).
The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
9.8 "Code" means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
9.9 "Committee" means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a "non-employee director" within the meaning of Rule 16b-3; however, a Committee member's failure to qualify as a "non-employee director" within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
9.10 "Common Stock" means the Class A Common Stock of the Company.
9.11 "Company" means Amphenol Corporation, a Delaware corporation, or any successor.
9.12 "Consultant" means any person, including any adviser, engaged by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company's securities; and (iii) is a natural person.
9.13 "Designated Beneficiary" means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant's rights if the Participant dies or becomes incapacitated. Without a Participant's effective designation, "Designated Beneficiary" will mean the Participant's estate.
9.14 "Director" means a Board member.
9.15 "Disability" means a permanent and total disability under Section 22(e)(3) of the Code, as amended.
9.16 "Employee" means any employee of the Company or its Subsidiaries.
9.17 "Equity Restructuring" means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.
9.18 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
9.19 "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion.
9.20 "Option" means an option to purchase Shares, not intended or not qualifying as an "incentive stock option" as defined in Section 422 of the Code.
9.21 "Overall Share Limit" means [100,000,000] Shares.
9.22 "Participant" means a Service Provider who has been granted an Award.
9.23 "Plan" means this Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries.
9.24 "Prior Plans" means, collectively, The 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, The First Amended 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries and any prior equity incentive plans of the Company or its predecessor.
9.25 "Prior Plan Award" means an award outstanding under the Prior Plans as of May 18, 2017.
9.26 "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act.
9.27 "Section 409A" means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
9.28 "Securities Act" means the Securities Act of 1933, as amended.
9.29 "Service Provider" means an Employee, Consultant or Director.
9.30 "Shares" means shares of Common Stock.
9.31 "Subsidiary" means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
9.32 "Substitute Awards" shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
9.33 "Termination of Service" means the date the Participant ceases to be a Service Provider.
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18, 202319, 202119, 2021:18, 2023: The Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 20202022 are available at www.edocumentview.com/APH.
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blldt II*vote FOR all the nominees listed, FOR Proposals X – X and for every X YEARS on Proposal X.2 1 Year Years 3 Years Abstain4. Advisory Vote on the Frequency of Future Advisory Votesto Approve Compensation of Named Executive Officers1 U P X01 - Nancy A. Altobello02 - David P. Falck03 - Edward G. Jepsen04 - Rita S. Lane05 - Robert A. Livingston06 - Martin H. Loeffler07 - R. Adam NorwittFor Against Abstain For Against Abstain For Against Abstain08 - Prahlad Singh09 - Anne Clarke WolffUsing a black ink pen,marl! mark your votes with an X as shown in this example. IX I Pleaseexample.Please do not write outside the designated areas. 2021AnnualMeeting Proxy Card ...-IF VOTING BY MAIL SIGN,DETACH AND RETURN THE BOTTOM POmON IN THE ENCLOSED ENVELDPE. ...-a Proposals -The Bon of Dirvdors recommends a vote FOR allthe nominees lstedand FOR Proposalsareas.03RYOG++Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please givefull title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 3,4 and 5. + 1. Election of Nine Directors: ForAQalnst Abstain D D D For D D D F« D D D Against D D D Abstain D D D AQalnst D D D For Abstain D D D D D 01 • Stanley L Clark 04 • Edward G. Jepsen 07 • Martin H.Loeffler D D D D 02 • John D.Craig 05 • Rita S.Lane 08 • R.Adam Norwitt 09 • Anne Clarke Wolff 03 • David P.Falck 06 • Robert A. Livingston ForAgainst Abstain ODD DOD AIJIInst Abstain 2.Ratify— Please keep signature within the Selection of Deloitte & Touche LLP as Independent Public Accountants 5. Approve an Amendment to the Company's Certificate of Incorporation to Increase the Number ofbox.B Authorized Shares DOD The Board of Directors recommends a vote AGAINST Proposal6. 3. Advisory Vote to Approve Compensation of Named Executive Officers 6. Stockholder Proposal:Improve Our Catch-22 Proxy Access ODD D 0 0 4.Ratify and Approve the Amended and Restated 2011Stock Purchase Option Plan for Key Employees of Amphenol and Subsidiaries NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IIAuttaorlzed SlcJnalures -Signatures — This section must be completed for your vote to countcount. Please date and sign below. i••--Au '7-Please sign exactlybelow.q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q2023 Annual Meeting Proxy CardA recommends a vote FOR all the nominees listed, and FOR Proposals 2 and 3.The Board of Directors recommends a vote AGAINST Proposal 5.2. Ratification of Deloitte & Touche LLP as name(s) appears hereon.Joint owners should each sign. When signing as attorney, executor, administrator,corporate officer,trustee, guardian, or custodian,please give full title. IfL.-gn-at-ure_I_-_PI-ea-se-ke-ep-s-ig-na-ture-wit_h_ln-th-eb-ox_._ _.II"''"'"'2-"""....••••• with;,..,"'-C 1234567890 J N T MRIndependent PublicAccountants of the Company5. Stockholder Proposal: Improve Political Spending Disclosure1. Election of Nine Directors:For Against Abstain3. Advisory Vote to Approve Compensation of Named ExecutiveOfficersNOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORETHE MEETING OR ANY ADJOURNMENT THEREOF.For Against AbstainThe Board of Directors recommends you vote for every “1 Year” on Proposal 4.000004MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6ENDORSEMENT_LINE______________ SACKPACK_____________MMMMMMMMMMMMMMMMMMMMMMMM5 7 3 3 0 7MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPlE AND MR A SAMPlE AND MRSAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPlESAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND • + II IIIII 1111111 D3FL5B 11111111111111 1UPX 498640
... IF vonNG BY MAIL SIGN, DETACH AND RETURN lHE BOmiM PORJION IN lHE ENCLOSED ENVELOPE. ... Ampheno. + AMPHENOL CORPORATION![[MISSING IMAGE: px_annualmeetingcommon02-4c.jpg]](/files/DEF 14A/0001104659-23-043335/px_annualmeetingcommon02-4c.jpg)
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