Amphenol Corp DEF 14A, filed Apr 10, 2023

Amphenol Corp (APH)

DEF 14A 2023-04-10

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Added on June 12, 2026

About this DEF 14A

Amphenol Corp filed this DEF 14A on April 10, 2023.

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	2023 Proxy 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					5
	■ Proposal 1. Election of Directors					5
	Director Nominees					7
	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					19
	• Meetings of the Board and Committees					21
	• Risk Oversight					21
	• Human Capital Management and Culture Oversight					22
	• Oversight of ESG Matters					23
	• Director Compensation for the 2022 Fiscal Year					24
	• Communications with the Board of Directors					25
	• Board Member Attendance at Annual Meeting of Stockholders					25
	Executive Officers Who are not Directors					26
	Report of the Audit Committee					28
	Audit and Non-Audit Fees					29
	Pre-Approval of Auditor Services					29
	Hiring Restrictions on Former Employees of Auditor					29
	■ Proposal 2. Ratification of the Selection of Independent Public Accountants					30
	Compensation Discussion & Analysis					31
	• Overview of Compensation					31
	• Say on Pay					31
	• The Compensation Committee					31
	• Role of Compensation Consultant in Compensation Decisions					32
	• Role of Executive Officers in Compensation Decisions					32
	• Philosophy and Objectives of Compensation Program					32
	• Elements of Compensation Program					32
	Base Salary					33
	Performance-Based Incentive Plans					33
	Stock Option Plans					35
	Insurance Benefits					35
	Retirement Benefits					35

	Perquisites/Other					36
	• Compensation of Named Executive Officers					36
	Company Performance					36
	Pay Mix					38
	CEO Compensation					39
	Other Named Executive Officers’ Compensation					40
	Compensation Committee Report					43
	Compensation Committee Interlocks and Insider Participation					43
	Summary Compensation Table					44
	Section 162(m) of the Internal Revenue Code					45
	Employment Agreements					45
	Stock Option Plans					45
	Repricing of Options/Granting of SARs					46
	Grants of Plan Based Awards in Fiscal Year 2022					47
	Outstanding Equity Awards at 2022 Fiscal Year End					48
	Option Exercises and Stock Vested for the 2022 Fiscal Year					49
	Pensions and Deferred Compensation					49
	• Pension Plan					49
	• Pension Benefits for the 2022 Fiscal Year					50
	• Nonqualified Deferred Compensation for the 2022 Fiscal Year					51
	Potential Payments upon Termination or Change in Control					53
	Pay Versus Performance Disclosure					56
	CEO Pay Ratio					61
	■ Proposal 3. Advisory Vote to Approve Compensation of Named Executive Officers					63
	■ Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes to Approve Compensation of Named Executive Officers					64
	Certain Relationships and Related Party Transactions					65
	Prohibition on Short Sales, Transactions in Derivative Securities and Hedging					65
	Stock Ownership Guidelines for Non-Employee Directors and Certain Executives					66
	Investor Outreach					66
	Environmental, Social and Governance (ESG)					66
	Stockholder Proposals					67
	■ Proposal 5. Stockholder Proposal					68
	General and Other Matters					71

	• Time and Date			11:00 a.m., Eastern Time, Thursday, May 18, 2023
	• Place			Amphenol Corporation World Headquarters Conference Center 358 Hall Avenue Wallingford, CT 06492
	• Record Date			March 20, 2023
	• 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.

	Board Vote Recommendation	Page References (for more detail)
Election of Nine Directors	FOR EACH DIRECTOR NOMINEE	5-25
Other Management Proposals
• Ratification of the selection of Deloitte & Touche LLP as independent public accountants	FOR	28-30
• Advisory vote to approve compensation of named executive officers	FOR	31-63
• Advisory vote on the frequency of future advisory votes to approve compensation of named executive officers	1 YEAR	64
Stockholder Proposal	AGAINST	68-70

Name and Address of Beneficial Owner	Amount and Nature of 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%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		45,350,959(3)		7.6%

Martin H. Loeffler, PhD — Chairman of the Board
	AGE: 78	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 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: 70	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: 65	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2021	Audit Committee 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 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. 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 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 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: 79	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2005 (also 1989 to 1997)	Audit Committee (Chair) Executive Committee Pension 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: 60	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2020	Executive Committee (Chair) 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 Compensation Committee and the Finance Committee 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 boards of Alkegen and DOTS. 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 Berkley. 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: 69	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, API/Spectrum Controls, 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: 53	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2009	none	none

Mr. Norwitt, age 53, has been an employee of the Company or its subsidiaries for approximately 23 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 was a corporate lawyer at Gibson, Dunn & Crutcher LLP. Mr. Norwitt graduated with a BS degree in International Politics, 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 14 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: 58	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2023	none	PerkinElmer, Inc.

Mr. Singh is currently the President and Chief Executive Officer of 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: 57	AMPHENOL COMMITTEES	OTHER PUBLIC DIRECTORSHIPS
	Director Since 2018	Audit Committee Nominating/Corporate Governance Committee Pension Committee (Chair)	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
	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*

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

	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 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%

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 Age			Principal Occupation and Other Information
Lance E. D’Amico Age 54			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 seven years.
William J. Doherty Age 58			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 20 years.
Jean-Luc Gavelle Age 62			President, Interconnect and Sensor Systems Division since 2022, Senior Vice President from 2020 to 2021 and Group General Manager, Interconnect and Sensor Systems Group of the Company from 2014 to 2021. Mr. Gavelle was vice president from 2014 to 2019. From 2012 to 2014, he was CEO of the Connection Technologies/Souriau-Sunbank Division of Esterline Corporation. Prior to that he served in various executive roles at Huber+Suhner AG for 13 years, including as COO. He does not serve on the board of directors of any public company. Mr. Gavelle has been an employee of the Company for approximately nine years.

Name and Age			Principal Occupation and Other Information
Craig A. Lampo Age 53			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 19 years.
David Silverman Age 45			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 16 years.
Luc Walter Age 64			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 39 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		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	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
R.A. Norwitt(3)	SERP		3.0		23,400		0
C.A. Lampo	Pension Plan		1.0		27,600		0
C.A. Lampo	SERP		0.0		0		0
L. Walter(4)	Pension Plan		8.0		351,000		0
L. Walter(4)	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	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	Amounts That Were Reported As Compensation in Prior Year Proxy Statements ($)
R.A. Norwitt		1,255,338
C.A. Lampo		199,635
L. Walter		435,422
W.J. Doherty		193,294
J-L. Gavelle		n/a

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

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

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

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

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

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($)
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
Adjustments	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)

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