Amphenol Corp DEF 14A, filed Apr 8, 2024

Amphenol Corp /De/ (APH)

DEF 14A 2024-04-08 For: 2024-05-16

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Added on June 12, 2026

About this DEF 14A

Amphenol Corp filed this DEF 14A on April 8, 2024.

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	Proxy Statement Summary					iii
	Proxy Statement					1
	Record Date					1
	Proxies					1
	Security Ownership of Certain Beneficial Owners					3
	Security Ownership of Directors and Executive Officers					4
	Delinquent Section 16(a) Reports
	■ Proposal 1. Election of Nine Directors					5
	Director Nominees					6
	Board at a Glance					15
	The Board of Directors and the Committees of the Board					16
	• Governance Principles					16
	• Director Independence					16
	• Leadership Structure					16
	• Board of Directors Summary Information					17
	• Director Selection Process; Board Diversity					18
	• Committees					18
	• Meetings of the Board and Committees					21
	• Risk Oversight					21
	• Cybersecurity Governance					22
	• Human Capital Management and Culture Oversight					22
	• Oversight of ESG Matters					23
	• Director Compensation for the 2023 Fiscal Year					24
	• Communications with the Board of Directors					25
	• Board Member Attendance at Annual Meeting of Stockholders					25
	■ Proposal 2. Ratification and Approval of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation					26
	Executive Officers Who are not Directors					29
	Report of the Audit Committee					31
	Audit and Non-Audit Fees					32
	Pre-Approval of Auditor Services					32
	Hiring Restrictions on Former Employees of Auditor					32
	■ Proposal 3. Ratification of the Selection of Independent Public Accountants					33
	Compensation Discussion & Analysis					34
	• Overview of Compensation					34
	• Say on Pay					34
	• The Compensation Committee					34
	• Role of Compensation Consultant in Compensation Decisions					35
	• Role of Executive Officers in Compensation Decisions					35
	• Philosophy and Objectives of Compensation Program					35
	• Elements of Compensation Program					35
	Base Salary					36

	Performance-Based Incentive Plans					36
	Stock Option Plans					38
	Insurance Benefits					38
	Retirement Benefits					38
	Perquisites/Other					39
	• Compensation of Named Executive Officers					39
	Company Performance					39
	Pay Mix					40
	CEO Compensation					41
	Other Named Executive Officers’ Compensation					42
	Compensation Committee Report					45
	Summary Compensation Table					46
	Employment Agreements					47
	Stock Option Plans					47
	Repricing of Options/Granting of SARs					48
	Grants of Plan Based Awards in Fiscal Year 2023					49
	Outstanding Equity Awards at 2023 Fiscal Year End					50
	Option Exercises and Stock Vested for the 2023 Fiscal Year					51
	Pensions and Deferred Compensation					51
	• Pension Plan					51
	• Pension Benefits for the 2023 Fiscal Year					52
	• Nonqualified Deferred Compensation for the 2023 Fiscal Year					53
	Potential Payments upon Termination or Change in Control					54
	Pay Versus Performance Disclosure					57
	CEO Pay Ratio					60
	■ Proposal 4. Advisory Vote to Approve Compensation of Named Executive Officers					62
	Certain Relationships and Related Party Transactions					63
	Stock Ownership Guidelines for Non-Employee Directors and Certain Executives					63
	Clawback Policy					63
	Prohibition on Short Sales, Transactions in Derivative Securities and Hedging					64
	Investor Outreach					64
	Environmental, Social and Governance (ESG)					65
	■ Proposal 5. Approval of an Amendment to the Company’s Restated Certificate of Incorporation to reflect New Delaware Law Provisions regarding Officer Exculpation					66
	Sixth Amendment to the Restated Certificate of Incorporation					66
	Stockholder Proposals					68
	■ Proposal 6. Special Shareholder Meeting Improvement					68
	General and Other Matters					73

Meeting Agenda and Voting Matters	Board Vote Recommendation	Page References (for more detail)
Proposal 1 Election of Nine Directors	FOR each nominee	5
Proposal 2 Ratification and approval of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation	FOR	26
Proposal 3 Ratification of the selection of Deloitte & Touche LLP as independent public accountants	FOR	33
Proposal 4 Advisory vote to approve compensation of named executive officers	FOR	62
Proposal 5 Approval of the amendment to the Company’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation	FOR	66
Proposal 6 Stockholder Proposal regarding Special Shareholder Meeting Improvement	AGAINST	68

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		73,135,372(1)		12.2%
FMR LLC. 245 Summer Street Boston, MA 02210		55,887,537(2)		9.3%
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		48,850,262(3)		8.2%

Martin H. Loeffler, PhD — Chairman of the Board
	AGE: 79	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 1987	None	None

Mr. Loeffler had been an employee of the Company for 37 years when he retired in December 2010. He was executive chair 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. Mr. Loeffler is of Austrian origin. He has 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 more than 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.
SKILLS AND QUALIFICATIONS
• Audit and Finance		• Business Development and Strategy
• Capital Markets		• Corporate Governance/Compliance
• Institutional Knowledge		• International
• Manufacturing		• Mergers & Acquisitions
• Risk Oversight		• Supply Chain
• Talent Development		• Technology

David P. Falck — Presiding Director
	AGE: 71	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2013	Audit Committee Compensation Committee Nominating/Corporate Governance Committee (Chair)	None

Mr. Falck has more than 40 years of experience as a legal advisor to public and private companies. From 2009 to 2017, Mr. Falck was Executive Vice President and General Counsel of Pinnacle West Capital Corporation and its primary subsidiary, Arizona Public Service Company, where he had responsibility for the company’s legal affairs and corporate secretary 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 and served on the managing board of Pillsbury Winthrop Shaw Pittman LLP. 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. He 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. Mr. Falck also serves on the non-profit boards of Exeter Health Resources, Inc. and Exeter Hospital. He earned his BA magna cum laude, Phi Beta Kappa from Colgate University and his JD summa cum laude, Order of the Coif from Washington & Lee University School of Law.
PARTICULAR IMPACT
Mr. Falck brings to the Board decades of legal and financial acumen, in particular with respect to corporate governance, mergers and acquisitions, financing, compliance and legal matters.
SKILLS AND QUALIFICATIONS
• Audit and Finance		• Business Development and Strategy
• Capital Markets		• Corporate Governance/Compliance
• Environmental		• International
• Mergers & Acquisitions		• Risk Oversight
• Talent Development

Nancy A. Altobello
	AGE: 66	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2021	Audit Committee (Chair) Compensation Committee	Current: MarketAxess Holdings Inc. Wex Inc. In the past: CA Technologies, Inc. Cornerstone OnDemand, Inc. MTS Systems Corporation

Ms. Altobello was Global Vice Chair, Talent of Ernst & Young (“EY”), where she was responsible for the firm’s global talent and people strategy from July 2014 to June 2018. Prior to that, Ms. Altobello held a number of senior positions at EY, including Americas Vice Chair, Talent; Managing Partner, Northeast Region Audit and Advisory Practices; and Managing Partner, North American Audit Practice. During her time at EY, she also served as the audit partner for a number of leading global, publicly traded corporations. Ms. Altobello is also a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. At MarketAxess Holdings Inc. Ms. Altobello is the Lead Independent Director and a member of the Nominating and Corporate Governance Committee and Compensation and Talent Committee, and at Wex Inc. she is the chair of the Corporate Governance Committee and a member of the Leadership Development and Compensation Committee. Ms. Altobello was on the board at MTS Systems Corporation at the time it was acquired by the Company. Ms. Altobello also serves on the boards of Fidelity Charitable, National Mentoring Partnership, and Fairfield University, all not for profit organizations. Ms. Altobello earned her BS in accounting, with honors, from Fairfield University. She has attended numerous executive leadership programs including at Harvard Business School and Northwestern University. She has earned a certificate in Board Excellence from Harvard Business School and a certificate in Climate Change from Diligent.
PARTICULAR IMPACT
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
• Audit and Finance		• Business Development and Strategy
• Capital Markets		• Corporate Governance/Compliance
• Environmental		• International
• Mergers & Acquisitions		• Risk Oversight
• Talent Development

Edward G. Jepsen
	AGE: 80	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2005 (also 1989 to 1997)	Audit Committee Executive Committee Finance Committee	In the past: ITC Holdings Corp.

Mr. Jepsen was executive vice president and chief financial officer of the Company from 1989 through 2004. Subsequently, he was employed as a non-executive Advisor to the Company from 2005 through his retirement in 2006. Mr. Jepsen was Chairman and Chief Executive Officer of Coburn Technologies, Inc., a manufacturer and marketer of lens processing systems and equipment for the ophthalmic industry, from December 2010 to November 2022. Prior to joining the Company, Mr. Jepsen was a partner at PricewaterhouseCoopers LLP. Mr. Jepsen earned his BA in accounting from Antioch College and an MBA from the Harvard Business School. He is a Certified Public Accountant.
PARTICULAR IMPACT
Mr. Jepsen has a deep familiarity with the operations, markets, technologies and other business matters of the Company while also bringing significant experience in public accounting and auditing.
SKILLS AND QUALIFICATIONS
• Audit and Finance		• Business Development and Strategy
• Capital Markets		• Corporate Governance/Compliance
• Institutional Knowledge		• International
• Manufacturing		• Mergers & Acquisitions
• Risk Oversight		• Supply Chain
• Talent Development		• Technology

Rita S. Lane
	AGE: 61	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2020	Executive Committee (Chair) Finance Committee Nominating/Corporate Governance Committee	Current: L3Harris Technologies, Inc. Signify N.V. In the past: Sanmina Corporation

Ms. Lane retired from Apple Inc. in 2014 where she had served as Vice President of Operations and oversaw the launch of the iPad® and manufacturing of the 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. and Signify N.V. At L3Harris, Ms. Lane is a member of the Ad Hoc Business Review, Innovation and Cyber, and Nominating and Governance Committees, and at Signify, she is a member of the Nominating & Governance Committee and the Digital Committee. In addition to her public directorships, she currently serves on the private board of Alkegen and as a member of the Policy and Global Affairs Committee at the National Academy of Sciences. She has previously served on the Purdue University Electrical & Computer Engineering Advisory Board. Ms. Lane earned a BS degree in electrical engineering from the United States Air Force Academy, an MS in electrical engineering from Purdue University and an MBA from UC Berkeley. Purdue University has recognized her as 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 with leading international global hardware operations including supply chains provide the Board with unique and valuable insights.
SKILLS AND QUALIFICATIONS
• Business Development and Strategy		• Corporate Governance/Compliance
• Environmental		• International
• Manufacturing		• Risk Oversight
• Supply Chain		• Talent Development
• Technology

Robert A. Livingston
	AGE: 70	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2018	Audit Committee Compensation Committee (Chair) Executive Committee	Current: RPM International Inc. In the past: Dover Corporation

Mr. Livingston served as the President and Chief Executive Officer of Dover Corporation from 2008 through 2018 and also served as its Chief Operating Officer in 2008. From 2007 to 2008, Mr. Livingston served as the president and chief executive officer of Dover Engineered Systems, Inc., and served as the president and chief 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. In addition to his public board service, Mr. Livingston serves on the board of a private company, Spectrum Control, as well as the non-profit Museum of Science and Industry in Chicago. From 2014 to 2021 he served on the board of the Chicago Council of Global Affairs. Mr. Livingston earned his BS degree in Business Administration from Salisbury University.
PARTICULAR IMPACT
Mr. Livingston brings to the Board 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.
SKILLS AND QUALIFICATIONS
• Audit and Finance		• Business Development and Strategy
• Capital Markets		• Corporate Governance/Compliance
• International		• Manufacturing
• Mergers & Acquisitions		• Risk Oversight
• Supply Chain		• Talent Development
• Technology

R. Adam Norwitt
	AGE: 54	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2009	None	None

Mr. Norwitt has been an employee of the Company or its subsidiaries for approximately 25 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 business of the Company during 2006 and vice president and group general manager, worldwide RF and microwave products group 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 was a corporate lawyer at Gibson, Dunn & Crutcher LLP. Mr. Norwitt does not serve on the board of any other public company. Mr. Norwitt graduated with a BS degree in International Politics from the Georgetown University School of Foreign Service. He earned a JD from the University of Michigan Law School and an MBA from INSEAD. He has studied in the United States, Taiwan, China and France, and is fluent in French and Chinese.
PARTICULAR IMPACT
Mr. Norwitt has been our chief executive officer for more than 15 years, with a broad array of prior experience within our Company. He brings to the Board vision, market and technology knowledge, merger and acquisition experience, international exposure and knowledge of the day-to-day businesses, operating model and culture of the Company.
SKILLS AND QUALIFICATIONS
• 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

Prahlad Singh, PhD
	AGE: 59	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2023	None	Revvity, Inc.

Mr. Singh is currently the President and Chief Executive Officer of Revvity, Inc. (which was previously affiliated with PerkinElmer, Inc.). He was promoted to President and Chief Executive Officer effective December 30, 2019 and was appointed to its Board of Directors in August 2019. Prior to his current role, he held various senior executive operating positions within PerkinElmer. Prior to joining PerkinElmer in 2014, Mr. Singh was a General Manager at GE Healthcare, and before that, Mr. Singh held senior executive level roles in strategy, business development and mergers & acquisitions at both GE Healthcare and Philips Healthcare. Earlier in his career, he held leadership roles of increasing responsibility at DuPont Pharmaceuticals and subsequently at Bristol-Myers Squibb Medical Imaging, which included managing the Asia Pacific and Middle East regions. In addition to his public board service, Mr. Singh also serves on the Board of the Analytical, Life Science & Diagnostics Association. Mr. Singh holds a degree from Wilson College, Mumbai, India and a PhD in chemistry from the University of Missouri-Columbia and an MBA from Northeastern University. His research work has resulted in several issued patents and publications in peer reviewed journals.
PARTICULAR IMPACT
Mr. Singh brings to the Board strong business, operational and merger and acquisition experience with global technology companies including as chief executive officer of a publicly traded company.
SKILLS AND QUALIFICATIONS
• Business Development and Strategy		• Capital Markets
• International		• Manufacturing
• Mergers & Acquisitions		• Risk Oversight
• Supply Chain		• Talent Development
• Technology

Anne Clarke Wolff
	AGE: 58	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2018	Audit Committee Finance Committee (Chair) Nominating/Corporate Governance Committee	None

Ms. Wolff is the Founder and Chief Executive Officer of Independence Point Advisors, a 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 during which time she served as Chairman, Global Corporate and Investment 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. Ms. Wolff earned a BA degree from Colby College, where she was also previously Vice Chairman of the Board of Trustees. She has an MBA from Northwestern University—Kellogg School of Management.
IMPACT
Ms. Wolff brings to the Board deep experience in banking and corporate finance, including mergers and acquisitions, investor relations, treasury and capital allocation strategy.
SKILLS AND QUALIFICATIONS
• Audit and Finance		• Business Development and Strategy
• Capital Markets		• Environmental
• International		• Mergers & Acquisitions
• Risk Oversight		• Talent Development

Calculation of Fees Earned by Directors
	2022/2023
Annual Retainer Fee		$	100,000
Fee for Chairman of the Board		$	280,000
Fee for Presiding Director		$	35,000
Fee for Audit Committee Chair		$	25,000
Fee for Other Committee Chairs		$	15,000
Value of Equity Grant		$	180,000

Name and Position	Dollar Value			Number of Shares
R. Adam Norwitt, President and Chief Executive Officer		$	0		0
Craig A. Lampo, Senior Vice President and Chief Financial Officer		$	0		0
Lance E. D’Amico, Senior Vice President and General Counsel		$	0		0
William J. Doherty, President, Communications Solutions Division		$	0		0
Luc Walter, President, Harsh Environment Solutions Division		$	0		0
All current executive officers, as a group (7 persons)		$	0		0
All current directors who are not executive officers, as a group (8 persons)		$	1,525,257		19,768
All employees, including current officers who are not executive officers, as a group		$	0		0

Type of Fees	2023			2022
	($ in thousands)
Audit Fees		$	6,419		$	6,468
Audit-Related Fees(1)			229			330
Tax Fees(2)			319			520
All Other Fees(3)			127			21
Total		$	7,094		$	7,338

	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%

	Responsibility Unit Achievement*						Incentive Plan Multiplier
	Constant Currency Net Sales Growth		Adjusted Diluted EPS Growth		Adjusted Operating Income Growth		Incentive Plan Multiplier
Guidelines
Threshold		0%		0%		0%		0%
Target		7%		11%		11%		100%
Maximum		17.5%		27.5%		27.5%		200%
Actual 2023 performance
Global Headquarters Roles – Messrs. Norwitt, Lampo and D’Amico		0%		0%		n/a		0%
Harsh Environment Solutions Division – Mr. Walter		14%		n/a		18%		185%
Communication Solutions Division – Mr. Doherty		0%		n/a		0%		0%

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 & Chief Executive Officer		2023		1,455,000		0		n/a		9,098,783		0		8,800		382,124		10,944,707
		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
C.A. Lampo Senior Vice President & Chief Financial Officer		2023		680,000		0		n/a		2,918,331		0		2,600		114,786		3,715,717
		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
L. Walter President, Harsh Environment Solutions Division		2023		755,000		0		n/a		3,484,008		1,047,563		24,200		143,566		5,454,337
		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
W.J. Doherty President, Communications Solutions Division		2023		680,000		0		n/a		3,484,008		0		n/a		120,660		4,284,668
		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
L.E. D’Amico Senior Vice President & General Counsel		2023		580,000		0		n/a		1,819,445		0		n/a		90,665		2,490,110

Name and Age			Principal Occupation and Other Information
Lance E. D’Amico Age 55			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 Inc, then a Nasdaq-listed company, and from 2006 to 2014 he was Senior Vice President and General Counsel at such company. Prior to that he served for six years as General Counsel and Executive Vice President at Element K Corporation. In addition, prior to that he was an associate for six years at the law firm of Cravath, Swaine & Moore. He does not serve on the board of directors of any public company. Mr. D’Amico has been an employee of the Company for approximately eight years.
William J. Doherty Age 59			President, Communications Solutions Division since 2022, Senior Vice President from 2018 to 2021 and Group General Manager, Information Communications and Commercial Products Group of the Company from 2017 to 2021. Mr. Doherty was Vice President from 2016 to 2017 and Group General Manager, IT communications products group of the Company from 2015 to 2016. He was General Manager of the high-speed products division of the Company from 2012 to 2014 and General Manager of the backplane connectors division from 2007 to 2012. Mr. Doherty was employed for approximately three years by the connection systems division of Teradyne, Inc., which was acquired by Amphenol in 2005. He does not serve on the board of directors of any public company. Mr. Doherty has been an employee of the Company or businesses acquired by the Company for approximately 21 years.
Craig A. Lampo Age 54			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 20 years.

Name and Age			Principal Occupation and Other Information
David Silverman Age 46			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 17 years.
Peter J. Straub Age 56			President, Interconnect and Sensor Systems Division since January 1, 2024, Vice President and Group General Manager, Sensor Technology Group from 2019 through 2023 and General Manager, Advanced Sensors from 2013 through 2018. Mr. Straub joined the Company in 2013 through the acquisition of GE Advanced Sensors where he served as Product General Manager. Prior to joining GE in 2001, Mr. Straub served in senior roles at Spirent-Keystone Thermometrics and held roles in engineering at Delphi and General Motors. He does not serve on the board of directors of any public company. Mr. Straub has been an employee of the Company or businesses acquired by the Company for approximately 23 years.
Luc Walter Age 65			President, Harsh Environment Solutions Division since 2022, Senior Vice President of the Company from 2004 to 2021 and Group General Manager, Military and Aerospace Operations Group of the Company from 2016 to 2021. Mr. Walter was Group General Manager, International military, aerospace and industrial operations group of the Company from 2004 to 2015. He was Director, European military & aerospace operations from 2000 to 2003. He does not serve on the board of directors of any public company. Mr. Walter has been an employee of the Company or its subsidiaries for approximately 40 years.

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		2023		5,382		12,242		21,150		343,350		382,124
		2022		5,382		17,600		18,300		309,600		350,882
		2021		5,382		16,535		17,400		111,240		150,557
C.A. Lampo		2023		3,616		0		21,150		90,020		114,786
		2022		3,450		0		18,300		80,700		102,450
		2021		3,312		0		17,400		30,900		51,612
L. Walter		2023		22,250		0		21,150		100,166		143,566
		2022		11,088		0		18,300		53,342		82,730
		2021		9,995		0		17,083		21,961		49,039
W.J. Doherty		2023		6,760		0		21,150		92,750		120,660
		2022		6,450		0		18,300		63,600		88,350
		2021		5,418		0		17,400		56,940		79,758
L.E. D’Amico		2023		3,064		0		21,150		66,451		90,665

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		361,200		343,350		1,105,130		0		6,310,740
C.A. Lampo		94,150		90,020		192,223		0		995,119
L. Walter		0		100,166		52,550		(53,955)		312,816
W.J. Doherty		74,200		92,750		143,642		0		809,087
L.E. D’Amico		66,185		66,451		96,839		0		573,437

Name	Amounts That Were Reported As Compensation in Prior Year Proxy Statements ($)
R.A. Norwitt		1,564,938
C.A. Lampo		280,335
L. Walter		488,764
W.J. Doherty		256,894
L.E. D’Amico		177,738

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)		0		0		0		0		0		0		0		0
Pay for covenant not to compete(2)		1,455,000		1,455,000		1,455,000		1,455,000		1,455,000		1,455,000		1,455,000		0
Company funded disability(3)		0		0		0		0		0		0		727,500		0
Vesting of stock options(4)		0		0		0		59,411,459		0		59,411,459		59,411,459		59,411,459

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)		0		0		0		0		0		0		0		0
Pay for covenant not to compete(2)		680,000		680,000		680,000		680,000		680,000		680,000		680,000		0
Company funded disability(3)		0		0		0		0		0		0		340,000		0
Vesting of stock options(4)		0		0		0		21,225,937		0		21,225,937		21,225,937		21,225,937

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		755,000		0		0		0		0
Relocation expense(2)		0		0		0		260,000		0		0		0		0
Incentive plan compensation(3)		1,047,563		1,047,563		1,047,563		1,047,563		0		1,047,563		1,047,563		1,047,563
Pay for covenant not to compete(4)		755,000		755,000		755,000		755,000		755,000		755,000		755,000		0
Company funded disability(5)		0		0		0		0		0		0		377,500		0
Vesting of stock options(6)		0		0		15,417,171		15,417,171		0		15,417,171		15,417,171		15,417,171

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)		0		0		0		0		0		0		0		0
Pay for covenant not to compete(2)		680,000		680,000		680,000		680,000		680,000		680,000		680,000		0
Company funded disability(3)		0		0		0		0		0		0		340,000		0
Vesting of stock options(4)		0		15,417,171		0		15,417,171		0		15,417,171		15,417,171		15,417,171

Lance E. D’Amico 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)		0		0		0		0		0		0		0		0
Pay for covenant not to compete(2)		580,000		580,000		580,000		580,000		580,000		580,000		580,000		0
Company funded disability(3)		0		0		0		0		0		0		290,000		0
Vesting of stock options(4)		0		0		0		13,195,137		0		13,195,137		13,195,137		13,195,137

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($)
Year	Summary Compensation Table Total for PEO ($)(1)		Compensation Actually Paid to PEO ($)*				Average Compensation Actually Paid to Non-PEO NEOs ($)*		Company Total Shareholder Return ($)		DJUSEC Total Shareholder Return ($)(3)		Net Income ($ million)		Net Sales ($ million)		GAAP Diluted EPS($)
2023(9)		10,944,707		31,137,666		3,986,208(4)		9,348,353		190.72		159.56		1,928		12,555		3.11
2022		13,955,683		(15,652,877)		4,074,316(5)		(5,362,582)		145.06		124.87		1,902		12,623		3.06
2021		13,092,697		51,014,697		3,261,582(6)		14,733,296		164.78		151.36		1,590(8)		10,876		2.51
2020		8,037,847		25,107,137		3,029,181(7)		7,920,727		122.12		120.75		1,203		8,599		1.96

Adjustments	2023
Adjustments	PEO		Average non-PEO NEOs
Deductions for amounts reported under the “Option Awards” column in the Summary Compensation Table for 2023		(9,098,783)		(2,926,448)
Increase based on fair value of awards granted during 2023 that remain unvested as of 12/31/2023, determined as of 12/31/2023		6,811,308		2,190,726
Increase based on fair value of awards granted during 2023 that vested during 2023, determined as of the vesting date		0		0
Increase/deduction for awards granted during prior years that were outstanding and unvested as of 12/31/2023, determined based on the change in fair value from 12/31/2022 to 12/31/2023		22,857,614		6,195,362
Increase/deduction for awards granted during prior years that vested during 2023 determined based on the change in fair value from 12/31/2022 to the vesting date		(368,380)		(90,795)
Deduction of fair value of awards granted during prior years that were forfeited during 2023		0		0
Increase based on dividends or other earnings paid during 2023 prior to the vesting date		0		0
Increase based on incremental fair value of options/SARS modified during 2023		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 2023(a)		(8,800)		(6,700)
Increase for service cost and, if applicable, prior service cost for pension plans(b)		0		0
Total Adjustments:		20,192,959		5,362,145

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

	Date of Grant:			[Date of Grant]
	Name of Recipient:			[Name of Recipient]
	Total Number of Shares Subject to the RSA:			[Total Shares]
	Fair Market Value per Share:			$[Value Per Share]
	Total Fair Market Value of Award:			$[Total Value]
	Vesting Schedule:			Unless otherwise provided in the Restricted Share Award Agreement (the “Agreement”), 100% vesting on the earlier of (a) the first anniversary of the Date of Grant or (b) the day immediately prior to the date of the next regular annual meeting of Amphenol’s stockholders following the Date of Grant, provided you continue to serve as a Non-Employee Director through the vesting date.
	Dividend Reinvestment:			[No]

	[NAME OF RECIPIENT]			AMPHENOL CORPORATION
				By: Title: Print Name

	Payment for Shares			No cash payment is required for the shares of Amphenol common stock you receive under this Agreement. You are receiving these shares in consideration for services rendered by you.
	Vesting			The Restricted Shares that you are receiving under this Agreement will vest as shown in the Notice of Restricted Share Award (the “cover sheet”), subject to the “Forfeiture”, “Death or Permanent Disability” and “Change of Control” sections below. No additional shares will vest after your service as a Non-Employee Director has terminated, unless your service terminates because of your death or Permanent Disability.
	Forfeiture			If your service as a Non-Employee Director terminates for any reason other than your death or Permanent Disability, then your shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. This means that the Restricted Shares will immediately revert to Amphenol. You will receive no payment for Restricted Shares that are forfeited.
	Death or Permanent Disability			Your Restricted Shares will vest immediately if your service as a Non-Employee Director terminates due to your death or Permanent Disability. Permanent Disability is defined in the Plan. The Committee determines when your service as a Non-Employee Director terminates due to Permanent Disability.
	Change of Control			Your Restricted Shares will vest immediately in the event of a Change of Control (as defined under the Plan).
	Stock Certificates			The Restricted Shares will be held in book-entry form, which book-entry will indicate that the Restricted Shares are subject to the forfeiture restrictions set forth in this Agreement. After your Restricted Shares vest, Amphenol will cause the notation indicating the shares are subject to the forfeiture restrictions set forth in this Agreement to be removed.
	Stockholder Rights			During the period of time between the date of grant and the date the Restricted Shares become vested, you will have all the rights of a stockholder with respect to the Restricted Shares except as set forth in this Agreement and the Plan. Accordingly, you will have the right to vote the Restricted Shares and to receive any cash dividends paid with respect to the Restricted Shares. However, if the cover sheet provides for dividend reinvestment, all cash dividends payable on your Restricted Shares prior to vesting will be reinvested in additional Restricted Shares. Such additional Restricted Shares will be subject to the same terms and conditions as the original Restricted Shares awarded under this Agreement.
	Transfer of Shares			Until your Restricted Shares become vested, you may not sell, transfer, assign, pledge or otherwise dispose of the Restricted Shares. You may, however, designate a beneficiary to receive any of your Restricted Shares that become vested because of your death. After your Restricted Shares become vested, you may transfer the shares in the same manner, and subject to the same restrictions, as apply to any other Amphenol shares that you own.

	Restrictions On Resale			By signing the cover sheet of this Agreement, you agree not to sell any Amphenol shares at a time when applicable laws, Amphenol policies or an agreement between Amphenol and its underwriters prohibit a sale.
	No Retention Rights			Neither your award nor this Agreement gives you the right to be elected as, or to be nominated for election as, a director of Amphenol or to remain a director of Amphenol.
	Adjustments			In the event of a stock split, a stock dividend or a similar change in Amphenol shares, the number of shares covered by this Agreement may be adjusted pursuant to the Plan.
	Taxes			You agree that you are ultimately liable and responsible for all taxes owed in connection with the Restricted Shares.
	Applicable Law			This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice of law provisions).
	The Plan and Other Agreements			The text of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the Plan) is incorporated in this Agreement by reference and attached to this Agreement. All capitalized terms not defined in this Agreement are subject to definition under the Plan. If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.
				This Agreement, cover sheet and the Plan constitute the entire understanding between you and Amphenol regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and Amphenol.