DOVER Corp DEF 14A, filed Mar 24, 2026

DOVER Corp (DOV)

DEF 14A 2026-03-24 For: 2026-05-08

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Added on June 12, 2026

About this DEF 14A

DOVER Corp filed this DEF 14A on March 24, 2026.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under Section 240.14a-2.


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

☐		Fee paid previously with preliminary materials.


Notice of 2026 Annual Meeting of Shareholders

Proxy Statement Summary			1
Annual Meeting Information			1
Items of Business			1
How to Submit Your Proxy			1
Company Overview			2
2025 Performance Overview			4
Governance and Board Highlights			5
Shareholder Engagement			5
2025 Executive Compensation Highlights			6
Director Nominees			7
Board Composition			8

Proposal 1 — Election of Directors			9
Criteria for Director Nominees			9
Director Nomination Process			10
2026 Director Nominees			11
Board Oversight and Governance Practices			20
Shareholder Engagement and History of Board Responsiveness			29
Environmental, Social, and Governance Oversight (ESG)			31
Directors’ Compensation			32

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm			34
Audit Committee Report			35
Fees Paid to Independent Registered Public Accounting Firm			36
Pre-Approval of Services Provided by Independent Registered Public Accounting Firm			36

Compensation Discussion and Analysis			37
Executive Summary			37
Say on Pay Vote Results and Shareholder Engagement			39
Dover’s Alignment with Leading Compensation Governance Practices			40
Compensation Principles			41
Compensation Process			42
Elements of Executive Compensation			46
Other Benefits			56
Other Elements of Compensation			57
Compensation Committee Report			59
Executive Compensation Tables			60
Summary Compensation Table			60
Grants of Plan-Based Awards in 2025			63
Outstanding Equity Awards at Fiscal Year-End 2025			64
Option Exercises and Stock Vested in 2025			66
Pension Benefits through 2025			67
Nonqualified Deferred Compensation			69
Potential Payments upon Termination or Change in Control			70
Dover’s Equity Grant Practices for Senior Executives			75
Pay versus Performance			76


Proposal 3 — Advisory Resolution to Approve Named Executive Officer Compensation			80

Shareholder Proposal
Proposal 4 — Shareholder Proposal Requesting an Independent Board Chair			81

Share Ownership Information			84
Security Ownership of Certain Beneficial Owners and Management			84

General Information About the Annual Meeting			87


Date:		May 8, 2026

Time:		9:00 a.m., Eastern Time

Record Date:		March 16, 2026

Location:		The Jefferson Hotel 101 West Franklin Street Richmond, VA 23220

		For additional information about our Annual Meeting, please see “General Information About the Annual Meeting.” We are first mailing this Notice of Annual Meeting and Proxy Statement beginning on or about March 24, 2026.



ITEM	Proposal	Board Voting Recommendation	Page Reference

ITEM 1	The election of nine nominees for director	FOR each director nominee	9

ITEM 2	The ratification of the appointment of PwC as our independent registered public accounting firm for 2026	FOR	34

ITEM 3	An advisory resolution to approve NEO compensation	FOR	80

ITEM 4	A shareholder proposal requesting an independent board chair, if properly presented	AGAINST	81


		We are committed to achieving organic sales growth above global gross domestic product growth (4% to 6% annually on average) over a long-term business cycle, absent prolonged adverse economic conditions, complemented by growth through strategic acquisitions.

		We are focused on improving returns on capital, as well as earnings margin, by enhancing our operational capabilities and making investments across the organization in growth capacity expansion, digital capabilities, automation, operations management, information technology, shared services, and talent. We also focus on continuous, effective cost management and productivity initiatives, including automation and productivity capital expenditures, supply chain optimization, e-commerce and digital go-to-market, restructuring, product complexity reduction, improved footprint utilization, strategic pricing and portfolio management.

		We aim to enhance shareholder returns through the productive re-deployment of free cash flow toward high-return and high-confidence organic reinvestments, as well as through acquisitions that synergistically improve the quality of our portfolio, and targeted divestitures that allow us to focus resources on our core platforms.



US GAAP	FY2025		FY2024		Δ*

Revenue ($M)		8,093		7,746		4%

Earnings from continuing operations ($M)		1,097		1,400		(22)%

Diluted EPS from continuing operations ($)		7.97		10.09		(21)%

Non-GAAP⁽¹⁾

Organic revenue change						2%

Adjusted earnings from continuing operations ($M)⁽²⁾		1,324		1,150		15%

Adjusted diluted EPS from continuing operations ($)		9.61		8.29		16%


Strong Operational Execution & Profitability		• We delivered 16% adjusted EPS growth in 2025 through a combination of growth in organic revenue, strong margin improvement, and value-creating capital deployment. This was driven by favorable trends in secular growth end-markets, favorable price-cost dynamics and portfolio mix, and our continued focus on operational excellence and productivity initiatives. • We continued to build upon our four enterprise capabilities in support of margin expansion initiatives by (1) leveraging our Digital Labs team to improve our internal and market-facing digital capabilities, (2) improving utilization and optimization of our manufacturing footprint through centralized resources and investment, (3) driving further centralized shared services under Dover Business Services, and (4) investing in our India Innovation Center shared services with a focus on engineering capabilities. • We captured synergies from recent acquisitions, presenting additional margin upside.
Organic Investment		• We made $220.3 million in capital expenditures in 2025, representing 2.7% of revenue, in line with our plan to support growth initiatives, productivity, and new product launches.
Portfolio & Strategic Actions		• We acquired four businesses for approximately $665 million, net of cash acquired and including contingent consideration and measurement period adjustments, which complement and expand upon our existing operations in high-growth, high-priority end markets.
Capital Return Program		• We continued our history of providing regular capital returns to shareholders by increasing our quarterly dividend, marking our 70^th consecutive year of dividend increases. • We announced $541 million of share repurchases in 2025, including a $500 million accelerated share repurchase (“ASR”) program initiated during the fourth quarter.
ESG		• We continued to drive progress across our environmental, social, and governance (“ESG”) areas of focus. • We continued to update our ESG website with information on topics identified as areas of focus during our initial three-year ESG plan. • We continued to report our company-wide greenhouse gas (“GHG”) emissions and progress against our science-based targets to reduce our GHG emissions, including an absolute reduction of scope 1 and scope 2 market-based GHG emissions of 30 percent by 2030 (from a 2019 baseline year), and an absolute reduction of scope 3 GHG emissions of 15 percent by 2030 (from a 2019 baseline year). • We exceeded our goal of reducing Total Recordable Injury Rate (“TRIR”) by 40% by 2025 (from a 2019 baseline year), achieving a TRIR of 0.75 (a 41% reduction) as of the end of 2025. We remain committed to continuing to prioritize health and safety compliance, risk mitigation, and continuous process improvement across the organization.



BOARD OF DIRECTORS		GOVERNANCE HIGHLIGHTS
✓ Lead Independent Director ✓ 8 of our 9 director nominees are independent; fully independent standing committees ✓ Regular executive sessions of independent directors ✓ Annual election of directors ✓ Majority voting for directors and director resignation policy in uncontested elections ✓ Comprehensive annual individual evaluations of one-third of the directors ✓ Robust succession planning		✓ 15% ownership threshold required to call a special meeting of shareholders ✓ Proxy access right at 3%/3 years/2 or 20% of Board/20 shareholder aggregation allowance ✓ Strong share retention guidelines for directors and executive officers ✓ Executive compensation driven by pay-for-performance philosophy ✓ Executive officers not permitted to hedge or pledge company shares ✓ No supermajority voting provisions in our charter



NAME	OCCUPATION	INDEPENDENT	COMMITTEES MEMBERSHIPS*	OTHER PUBLIC COMPANY BOARDS

Deborah L. DeHaas Age: 66 Director Since: 2021	CEO of the Corporate Leadership Center; Former Vice Chairman of Deloitte and Managing Partner of the Center for Board Effectiveness	✓	A, G	1

H. John Gilbertson, Jr. Age: 69 Director Since: 2018	Retired Managing Director at Goldman Sachs	✓	F, G (Chair)	0

Kristiane C. Graham Age: 68 Director Since: 1999	Private Investor	✓	C, G	0

Marc A. Howze Age: 62 Director Since: 2023	Former Group President and Chief Administrative Officer at Deere & Company	✓	A, C	1

Michael Manley Age: 62 Director Since: 2023	CEO of AutoNation, Inc.	✓	C, F	1

Danita K. Ostling Age: 65 Director Since: 2023	Former Partner at Ernst & Young LLP	✓	A (Chair), G	2

Eric A. Spiegel Age: 68 Director Since: 2017	Former President and CEO of Siemens USA; Special Advisor at Brighton Park Capital	✓	A, F (Chair)	0

Richard J. Tobin Chair of the Board Age: 62 Director Since: 2016	Chairman, President, and CEO of Dover	No (CEO of Dover)	—	1

Keith E. Wandell Age: 76 Director Since: 2015	Former President and CEO of Harley-Davidson, Inc.	✓	C (Chair), F	1


		✓ Strategic M&A		Experience with international acquisitions, post-merger integration, and portfolio restructuring

		✓ Global Operations & Management		Experience with cross-border transactions, global market entry and expansion, and implementation of operational efficiency

		✓ Capital Markets Expertise		Experience with capital markets and complex financing transactions

		✓ Strategy Development & Execution		Experience with diversified manufacturing in many of the markets and product areas relevant to Dover’s businesses

		✓ Risk Management Expertise		Experience evaluating risk management policies and procedures

		✓ Audit & Corporate Governance Matters		Experience with assurance and audit, regulation, and financial reporting

		✓ Human Capital Management		Experience attracting, developing and retaining talent and building strong cultures

		✓ Sustainability		Experience creating long-term value by embracing opportunities and managing risks deriving from ESG developments

		✓ Executive Leadership Experience		Leadership experience as current or former CEOs and CFOs of global public companies


				Deborah L. DeHaas

				Independent Director Nominee Director since: 2021 Age: 66 Committees: Audit, Governance and Nominating


				H. John Gilbertson, Jr.

				Independent Director Nominee Director since: 2018 Age: 69 Committees: Finance, Governance and Nominating (Chair)


				Kristiane C. Graham

				Independent Director Nominee Director since: 1999 Age: 68 Committees: Compensation, Governance and Nominating


				Marc A. Howze

				Independent Director Nominee Director since: 2023 Age: 62 Committees: Audit, Compensation


				Michael Manley

				Independent Director Nominee Director since: 2023 Age: 62 Committees: Compensation, Finance


				Danita K. Ostling

				Independent Director Nominee Director since: 2023 Age: 65 Committees: Audit (Chair), Governance and Nominating


				Eric A. Spiegel

				Independent Director Nominee Director since: 2017 Age: 68 Committees: Audit, Finance (Chair)


				Richard J. Tobin

				Board Chair; President and Chief Executive Officer Director since: 2016 Age: 62 Committees: None


				Keith E. Wandell

				Independent Director Nominee Director since: 2015 Age: 76 Committees: Compensation (Chair), Finance



KEY AREAS OF BOARD OVERSIGHT
Long-Term Business Strategy		• One of the primary responsibilities of our Board is the oversight of management’s long-term strategy and planning. Accordingly, our Board maintains a deep level of engagement with management in setting and overseeing Dover’s long-term business strategy.
Capital Allocation		• Our Board is focused on the efficient allocation of capital to drive growth and provide returns to our shareholders. Our capital allocation priorities are organic investments, strategic acquisitions, and the return of capital to our shareholders. • We made approximately $220.3 million in capital expenditures in 2025, representing 2.7% of revenue, in line with our priority of organic reinvestment to support growth initiatives, productivity and new product launches. • We employ a prudent financial policy to support our capital allocation strategy, which includes maintaining an investment grade credit rating. • We consistently return cash to shareholders by paying dividends, which have increased annually over each of the last 70 years. • We also undertake opportunistic share repurchases as part of our capital allocation strategy, announcing $541 million in share repurchases in 2025 including a $500 million ASR program announced in November.
Portfolio Management		• Businesses in our portfolio are continually evaluated for strategic fit. • We seek to deploy capital on acquisitions in attractive growth areas across our five segments. We focus primarily on bolt-on acquisitions, applying strict selection criteria of market attractiveness (including growth, market landscape, and performance-based competition), business fit (including sustained leading position, revenue visibility, and favorable customer value-add versus switching cost or risk) and financial return profile (accretive growth and margins and double-digit return on invested capital). • We have sold or divested some of our businesses based on changes in specific market outlook, structural changes in financial performance, value-creation potential, or for other strategic considerations, which included an effort to reduce our exposure to cyclical markets or focus on our higher margin and higher growth spaces.



KEY AREAS OF BOARD OVERSIGHT
Risk Management		• Our Board has established a comprehensive enterprise risk management process to identify and manage risks, and periodically reviews the processes established by management to identify and manage risks and communicates with management about these processes. • We have established a risk assessment team consisting of senior executives, which annually, with the assistance of a consultant, oversees a risk assessment made at the corporate center, segment and operating company levels and, with that information in mind, performs an assessment of the overall risks our company may face and reports to the Board on that assessment. Each quarter, this team reassesses the risks, the severity of these risks, and the status of efforts to mitigate them.
ESG		• The full Board has oversight of ESG matters and is regularly briefed on strategic planning, risks, and opportunities related to ESG by senior management, including our CEO. • Our Compensation Committee has integrated ESG oversight responsibility into our CEO’s individual strategic objectives within the AIP.
Culture & Human Capital Management		• Our entrepreneurial culture depends upon an inclusive approach that leverages employees’ contributions and diversity of perspectives, backgrounds, skills, and experiences. • We foster an operating culture with high ethical standards that values accountability, rigor, trust, inclusion, respect, and open communication and is designed to encourage individual growth and operational effectiveness. We continue to make significant investments in talent development, including in the areas of digital applications and operational management, and recognize that the growth and development of our employees is essential for our continued success. • As part of our commitment to strong corporate governance practices, we maintain an active and robust ethics program. Our Code of Conduct applies to all employees and directors of Dover and its subsidiaries. We enforce our Code of Conduct fairly and consistently, regardless of one’s position in Dover, and will not tolerate retaliation against those who report suspected misconduct in good faith.
Succession Planning		• Another of the Board’s primary responsibilities is overseeing a sound Board and management succession process. The Board has developed a comprehensive plan to address management succession — both over the long term and for emergency purposes. The framework for the long-term plan includes thoughtful, deliberate monitoring of management beyond our top executives to ensure Dover continues to build a deep internal bench of talent. • The recent appointment of Chris Woenker as our new Chief Financial Officer in January 2025 was the result of our Board’s active engagement in a thoughtful and comprehensive succession planning process. • Our Board is also focused on its own succession plan, which drives not only our director selection efforts, but also how we approach Board and committee leadership structure and membership, with a focus on critical board skills, diversity of experience and background, and independence.
Cybersecurity		• The full Board is briefed on cybersecurity risks and preparedness, oversees major tasks related to cybersecurity risk management, periodically reviews our response capabilities, and meets with the Senior Vice President & Chief Digital Officer and our Chief Information Security Officer on at least an annual basis. • We regularly assess our threat landscape and monitor our systems and other technical security controls, maintain information security policies and procedures, ensure maintenance of backup and protective systems, and have a team of security personnel managing our efforts and initiatives.



DIRECTOR	Audit Committee	Compensation Committee	Governance and Nominating Committee	Finance Committee
DEBORAH L. DEHAAS	✓		✓
H. JOHN GILBERTSON, JR.			✓ (Chair)	✓
KRISTIANE C. GRAHAM		✓	✓
MARC A. HOWZE	✓	✓
MICHAEL MANLEY		✓		✓
DANITA K. OSTLING	✓ (Chair)		✓
ERIC A. SPIEGEL	✓			✓ (Chair)
RICHARD J. TOBIN
KEITH E. WANDELL		✓ (Chair)		✓
MEETINGS HELD IN 2025	8	5	4	5



Audit Committee
Danita K. Ostling (Chair) Deborah L. DeHaas Marc. A Howze Eric A. Spiegel		Key Responsibilities • Selecting and engaging our independent registered public accounting firm (“independent auditors”) • Overseeing the work of our independent auditors and our internal audit function • Approving in advance all services to be provided by, and all fees to be paid to, our independent auditors, who report directly to the committee • Reviewing with management and the independent auditors the audit plan and results of the auditing engagement • Reviewing with management and our independent auditors the quality and adequacy of our internal control over financial reporting The Audit Committee holds regular quarterly meetings at which it meets separately with each of our independent registered public accounting firm, PwC, our internal audit function, financial management and our general counsel to assess certain matters including the status of the independent audit process, management’s assessment of the effectiveness of internal control over financial reporting and the operation and effectiveness of our compliance program. In addition, the Audit Committee, as a whole, reviews and meets to discuss the contents of each Form 10-Q and Form 10-K (including the financial statements) prior to its filing with the SEC. Our Board has determined that all members of the Audit Committee except for Mr. Howze qualify as “audit committee financial experts” as defined in the SEC rules. The Audit Committee’s responsibilities and authority are described in greater detail in its written charter.



Compensation Committee
Keith E. Wandell (Chair) Kristiane C. Graham Marc A. Howze Michael Manley		Key Responsibilities The Compensation Committee, together with our independent directors, approves compensation for the CEO of Dover. The functions of the Compensation Committee also include: • Approving compensation for executive officers who report directly to the CEO (together with the CEO, “senior executive officers”) • Granting awards and approving payouts under our 2021 Omnibus Incentive Plan (the “2021 LTIP”) and our AIP • Approving changes to our executive compensation plans • Reviewing and recommending compensation for the Board • Overseeing succession planning and management development programs The Compensation Committee’s responsibilities and authority are described in greater detail in its written charter.



Governance and Nominating Committee
H. John Gilbertson, Jr. (Chair) Deborah L. DeHaas Kristiane C. Graham Danita K. Ostling		Key Responsibilities • Developing and recommending corporate governance principles to our Board • Annually reviewing the requisite skills and characteristics of board members as well as the size, composition, functioning and needs of our Board as a whole • Considering and recommending to the Board nominees for election to, or for filling any vacancy on, our Board in accordance with our by-laws, our governance guidelines, and the committee’s charter • Identifying and recommending to our Board any changes it believes desirable in the size and composition of our Board • Recommending to our Board any changes it believes desirable in structure and membership of our Board’s committees • Providing oversight of Dover’s practices on political contributions and lobbying expenses and reviewing annually Dover’s political contributions and lobbying expenses The Governance and Nominating Committee’s responsibilities and authority are described in greater detail in its written charter.



Finance Committee
Eric A. Spiegel (Chair) H. John Gilbertson, Jr. Michael Manley Keith E. Wandell		Key Responsibilities • Reviewing and recommending for approval by the Board proposed changes to dividend policies, stock splits, and repurchase programs • Reviewing our capital structure, liquidity, and financing plans • Reviewing and approving the registration and issuance of debt or equity securities • Subject to thresholds determined from time to time by the Board, reviewing and approving, or reviewing and recommending for Board approval, capital expenditures • Subject to thresholds determined from time to time by the Board, reviewing and approving, or reviewing and recommending for Board approval, M&A transactions • Oversight of treasury, insurance, and tax planning matters The Finance Committee’s responsibilities and authority are described in greater detail in its written charter.


GOVERNANCE HIGHLIGHTS
Independent Board Leadership		• Our Board has leadership that is independent from management, by way of a Lead Independent Director, and all directors are independent other than our Board Chair.
Special Shareholder Meetings		• Our by-laws include a right of shareholders holding 15% or more of the voting power of our outstanding stock to call a special meeting of shareholders.
No Super-majority Provisions		• We have no supermajority voting provisions in our charter.
Board Committee Refreshment		• Our Board periodically reviews committee composition and chair positions, seeking the appropriate blend of continuity and fresh perspectives on committees.
Annual Majority Vote Director Elections & Mandatory Resignation Policy		• All of our directors are elected annually by our shareholders. • Our directors must receive a majority of the votes cast in uncontested elections to be elected. • We have a director resignation policy that requires a director to tender an irrevocable resignation letter to the Board prior to being nominated, contingent on the director not receiving a majority of the votes cast in an uncontested election and the Board’s acceptance of the resignation. The Governance and Nominating Committee will recommend to the full Board whether to accept the resignation or whether to take other action.
Proxy Access		• Our by-laws permit a shareholder or a group of up to 20 shareholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in our by-laws.


✓		Presiding at all meetings of the Board at which the Board Chair is not present, including executive sessions of the independent directors;

✓		Coordinating the activities of the independent directors, including having the authority to call meetings of the independent directors;

✓		Establishing the agenda for executive sessions of the independent directors;

✓		In consultation with the Board Chair and senior management, establishing the agenda for each Board meeting and ensuring that information provided to the Board is timely and appropriate;

✓		Facilitating communications between Board members, including serving as principal liaison between the independent directors and the Board Chair;

✓		Consulting with the Board Chair on such other matters as are pertinent to the Board and the Company;

✓		If appropriate, and in coordination with executive management, being available for consultation and direct communication with significant stakeholders; and

✓		Performing such other duties as may be specified by the Board.



KEY ITEMS OF DISCUSSION AND FEEDBACK

Performance & Long-Term Strategy		• We reviewed our portfolio of businesses, performance, strategic priorities, and our focus on continuing to deliver long-term value to shareholders.

Capital Allocation		• We discussed how our balance sheet strength and history of prudent capital allocation serve as differentiating factors that allow us to remain flexible.

Human Capital Management		• We discussed our approach to human capital management and the role of the corporate center working with operating company leadership on such matters.

ESG		• We discussed progress against our science-based targets to reduce our GHG emissions and against our goal of reducing TRIR by 40% by 2025 (from a 2019 baseline year). • We discussed that we continued to provide detailed disclosure on our website with information on our ESG areas of focus, and are preparing for mandatory sustainability disclosure requirements.

Executive Compensation		• After enhancements to our compensation program in recent years, informed by extensive shareholder feedback, shareholders expressed continued support of our executive compensation program, which is aligned with our strategy and performance. In addition, they expressed support for the adoption, in 2024, of an additional performance metric (Tangible ROIC) for performance shares granted under the LTIP.

Corporate Governance		• Our shareholders continued to express their broad support for our governance practices and shareholder rights, including our Board’s independence and thoughtful composition, and our active Board refreshment process.


Year	% of Outstanding Shares Outreached /Engaged	Actions in Response to Shareholder Feedback

2026	Ongoing	✓ Currently engaging with shareholders on corporate governance, executive compensation and sustainability ahead of the 2026 Annual Meeting.
2025	57% / 26%	✓ Exceeded our goal of reducing Total Recordable Injury Rate (“TRIR”) by 40% by 2025 (from a 2019 baseline year), achieving a TRIR of 0.75 (a 41% reduction) as of the end of 2025 ✓ Continued to disclose progress against GHG emissions goals ✓ Appointed new Lead Independent Director, empowered with significant authority and well-defined responsibilities, demonstrating the Board’s thoughtful approach to Board leadership
2024	62% / 42%	✓ Adopted an additional performance metric (Tangible ROIC) for performance shares granted under the LTIP ✓ Completed our second set of human capital goals ✓ Continued to maintain strong corporate governance practices by amending Dover’s Corporate Governance Guidelines to expressly define the authority and responsibilities of the Lead Independent Director
2023	54% / 27%	✓ Continued to thoughtfully refresh the board, appointing three new independent and highly qualified directors ✓ Adopted a cash severance policy ✓ Made several ESG accomplishments including: ✓ Completing our initial set of human capital goals ✓ Disclosing our EEO-1 workforce demographic data
2022	63% / 39%	✓ Made several ESG accomplishments including: ✓ Completing one human capital goal and staying on track to complete the other ✓ Continuing to disclose progress against GHG emissions goals and TRIR reduction goals ✓ Amended Governance and Nominating Committee’s charter to provide for oversight of Dover’s practices on political contributions and lobbying expenses
2021	59% / 31%	✓ Continued to maintain a refreshed and qualified board by appointing an additional director ✓ Made several ESG accomplishments including: ✓ Announcing goals to reduce our GHG emissions by 2030 ✓ Undertaking a climate risk assessment aligned with the TCFD reporting framework ✓ Setting new human capital goals ✓ Establishing a working group of operating companies with a goal of embedding sustainability considerations into product development
2020	Winter: 65% / 15% Lead-up to 2020 AGM: 51% / 12% Fall: 59% / 38%	✓ Implemented for 2020 executive compensation program: ✓ Increased proportion of LTIP dedicated to performance shares and shifted from internal TSR to relative TSR as metric for performance shares ✓ Reduced maximum payout ceiling from 400% to 300% in LTIP ✓ Reduced ownership threshold required to call a special meeting of shareholders to 15% from 25% ✓ Made several ESG accomplishments including: ✓ A robust materiality assessment to help identify go-forward focus areas ✓ The launch of the sustainability portion of our website ✓ Publication of SASB and GRI indices ✓ Release of an “investor tear sheet” covering key ESG highlights ✓ Increased transparency into workforce demographics
2019	Lead-up to 2019 AGM: 63% / 37% Fall: 63% / 41%	✓ Achieved removal of all supermajority provisions through submission of management proposal and comprehensive retail investor campaign ✓ Enhanced disclosure regarding individual strategic objectives and financial metrics in AIP ✓ Adopted comprehensive clawback policy ✓ Incorporated ESG oversight into CEO’s individual strategic objectives in AIP
2018	51% / 32%	✓ Put forth management proposal to remove supermajority voting provisions alongside comprehensive campaign with retail investors to build support – did not pass
2017	53% / 33%	✓ Updated AIP to 60% financial metrics / 40% strategic objectives from 50% / 50% ✓ Put forth management proposal to remove supermajority voting provisions – did not pass
2016	60% / 28%	✓ Adoption of proxy access ✓ Put forth management proposal to provide shareholders with written consent right – did not pass
2015	39% / 24%	✓ Launched of governance-focused shareholder engagement program
2014	- / -	✓ Adopted special meeting right



NAME	FEES EARNED OR PAID IN CASH ($)(1)		STOCK AWARDS ($)(2)		TOTAL ($)
DEBORAH L. DEHAAS		130,000		175,009		305,009
H. JOHN GILBERTSON, JR		143,329		175,009		318,338
KRISTIANE C. GRAHAM		130,000		175,009		305,009
MARC A. HOWZE		130,000		175,009		305,009
MICHAEL F. JOHNSTON(3)		100,000		72,852		172,852
MICHAEL MANLEY		130,000		175,009		305,009
DANITA K. OSTLING		160,000		175,009		335,009
ERIC A. SPIEGEL		145,000		175,009		320,009
KEITH E. WANDELL		188,321		175,009		363,330



	2025		2024
AUDIT FEES	$	7,206,000	$	8,668,000
AUDIT-RELATED FEES	$	11,000	$	0
TAX FEES	$	149,000	$	206,000
ALL OTHER FEES	$	2,000	$	2,000

TOTAL	$	7,368,000	$	8,876,000



		NAMED EXECUTIVE OFFICERS

RICHARD J. TOBIN		President & CEO

CHRIS B. WOENKER		Senior Vice President & CFO⁽¹⁾

BRAD M. CEREPAK		Former Senior Vice President & CFO⁽²⁾

IVONNE M. CABRERA		Senior Vice President & General Counsel

GIRISH JUNEJA		Senior Vice President & Chief Digital Officer

JEFFREY C. YEHLE		Senior Vice President & Chief Human Resources Officer



92% Say on Pay support	57% Shares Outstanding Contacted	26% Shares Engaged