UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.   )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

May 7, 2021

9:00 a.m. Central Time

Dover Corporation Headquarters

3005 Highland Parkway

Downers Grove, Illinois 60515

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Dover Corporation (“Dover” or the “Company”) at our headquarters on May 7, 2021 at 9:00 a.m., Central Time, to be held for the following purposes:

All holders of record at the close of business on March 10, 2021 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares as soon as possible.

March 18, 2021

By authority of the Board of Directors,

Ivonne M. Cabrera

Secretary

TABLE OF CONTENTS

DOVER CORPORATION – 2021 Proxy Statement i

TABLE OF CONTENTS

DOVER CORPORATION – 2021 Proxy Statement ii

DOVER CORPORATION – 2021 Proxy Statement 1

PROXY STATEMENT SUMMARY

DOVER CORPORATION – 2021 Proxy Statement 2

PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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Proposal 1 — Election of Directors

Criteria for Director Nominees

The Board seeks to recommend qualified director nominees who, in the opinion of the Board, demonstrate the highest personal and professional integrity as well as exceptional ability and judgment, who can serve as a sounding board for our CEO on planning and policy, and who will be most effective, together with the other nominees to the Board, in collectively serving the long-term interests of all our shareholders.

Key areas of expertise for director nominees, which are reflected in our current director nominees, include:

Diversity. In considering diversity in selecting director nominees, the Governance and Nominating Committee gives weight to the extent to which candidates would increase the effectiveness of the Board by broadening the mix of experience, knowledge, backgrounds, skills, ages, and tenures represented among its members. In 2020, our Board adopted a policy reflected in our Corporate Governance Guidelines requiring that the initial list of potential director and external CEO candidates presented by third-party search firms include qualified candidates who reflect diverse backgrounds, including diversity of gender and race or ethnicity. Our Board believes that diverse perspectives enhance its decision-making and contribute to the success of Dover.

Skills Aligned with Dover’s Strategy. The Governance and Nominating Committee also considers our current Board composition and the projected retirement date of current directors, as well as such other factors it may deem to be in the best interests of Dover and its shareholders, including a director nominee’s leadership and operating experience (particularly as a CEO), financial and investment expertise, and strategic planning experience.

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Independence & Depth of Experience. The Board prefers nominees to be independent but believes it is desirable to have our CEO on the Board as a representative of current management. Given the global reach and broad array of the types of businesses operated by Dover, the Governance and Nominating Committee highly values director nominees with multi-industry and multi-geographic experience.

Director Nomination Process

Whenever the Governance and Nominating Committee concludes that a new nominee to our Board is required or advisable, it will consider recommendations from directors, management, shareholders and, if it deems appropriate, consultants retained for that purpose. In such circumstances, it will evaluate individuals recommended by shareholders in the same manner as nominees recommended from other sources.

Shareholder Nominations for Director

Shareholders who wish to recommend an individual for nomination should send that person’s name and supporting information to the Governance and Nominating Committee, in care of the Corporate Secretary at our principal executive offices, 3005 Highland Parkway, Downers Grove, Illinois, 60515, or through our communications coordinator. Shareholders who wish to directly nominate an individual for election as a director, without going through the Governance and Nominating Committee, must comply with the procedures in our by-laws. Please see “General Information About the Annual Meeting” for nomination deadlines.

Proxy Access Shareholder Right

Following extensive engagement with our shareholders, our Board determined to adopt proxy access in February 2016, permitting a shareholder or group of up to 20 shareholders holding 3% of our outstanding shares of common stock for at least three years to nominate a number of directors constituting the greater of two directors or 20% of the number of directors on our Board, as set forth in detail in our by-laws.

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2021 Director Nominees

There are ten nominees for election to our Board at this Annual Meeting, each to serve until the next annual meeting of shareholders or his or her earlier removal, resignation or retirement. All of the nominees currently serve on our Board and are being proposed for re-election by our Board.

If any nominee for election becomes unavailable or unwilling to serve as a director before the Annual Meeting, an event which we do not anticipate, the persons named as proxies will vote for a substitute nominee or nominees as may be designated by our Board, or the Board may reduce the number of directors. Directors will be elected by a majority of the votes cast in connection with their election.

Business Experience: CEO of the Corporate Leadership Center, a non-profit leadership development forum (since 2020); former Vice Chairman and National Managing Partner of the Center for Board Effectiveness at Deloitte & Touche LLP, an audit, financial advisory, tax and consulting firm (2017 to 2020); former Vice Chairman and Managing Partner of the Center for Corporate Governance at Deloitte (2014 to 2017); former member of the Deloitte U.S. Executive Committee (2015 to 2018); former Vice Chairman and Chief Inclusion Officer at Deloitte (2012 to 2018); former member of the Deloitte U.S. Board of Directors (2008 to 2015); former Vice Chairman and Central Region Managing Partner (2011 to 2013); former Vice Chairman and Midwest Regional Managing Partner (2004 to 2011); former Regional Managing Partner, Strategic Clients (2002 to 2004); and former positions of increasing responsibility at Arthur Andersen, an audit, financial advisory, tax and consulting firm (1981 to 2002), most recently as Managing Partner & Business Advisory Assurance, Central Region.

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Business Experience: Retired Managing Director (1997 to 2012) at Goldman Sachs, a global investment banking, securities and investment management firm; also served as Advisory Director (2013 to 2015), and Partner-in-Charge, Midwest Region Investment Banking Services (2001 to 2010); prior thereto, various positions within Goldman Sachs (since 1987, except where noted). Mr. Gilbertson previously served as Managing Director at Travelers Group Inc. (1995), a financial services company; Associate, Mergers and Acquisitions at Morgan Stanley & Co. Incorporated (1985 to 1987), a financial services firm; Consultant, Corporate Strategy at Bain & Company (1982 to 1985), a management consulting firm; Assistant Treasurer, Corporate Banking at Chase Manhattan Bank (1979 to 1981), a commercial bank; and News Reporter at The Providence Journal Company (1978), a metropolitan daily newspaper.

Other Board Experience: Director and Chair of Audit Committee of Meijer, Inc. (“Meijer”) and Director of AAR Corp.

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Business Experience: Private Investor.

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Business Experience: Former CEO (from 2004 to 2008) and President and Chief Operating Officer (from 2000 to 2004) of Visteon Corporation, an automotive components supplier; former President of North America/Asia Pacific, Automotive Systems Group (from 1999 to 2000), President of Americas Automotive Group (from 1997 to 1999), and other senior management positions at Johnson Controls, Inc., an automotive and building services company.

Other Board Experience: Director of Armstrong Flooring, Inc. Former Chairman and Director of Visteon Corporation. Former Director of Armstrong World Industries, Flowserve Corporation, and Whirlpool Corporation.

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Business Experience: Special Advisor at Brighton Park Capital, a private equity firm, where he supports the firm’s sector investment teams and portfolio companies by providing strategic counsel on industry trends and growth strategies. Former President and CEO (from 2010 to 2016) of Siemens USA, a global business focusing on the areas of electrification, automation and digitalization; former Managing Partner, Global Energy, Chemicals, and Power, and Managing Partner, Washington, D.C. office, and other roles at Booz & Company, Inc. (now known as Strategy&) and Booz Allen Hamilton, Inc., global consulting firms (1986 to 2010); former Associate, Energy and Industrials Practice, at Temple, Barker & Sloane, Inc., a management consulting firm (now known as Oliver Wyman) (1984 to 1985; 1980 to 1982); former Marketing and Strategy Manager at Brown Boveri & Cie (now known as ABB), a Swiss group of electrical engineering companies (1982 to 1984). In connection with his position at Brighton Park Capital, Mr. Spiegel serves as Chair of Relatient, Inc., a patient-engagement software company serving healthcare providers.

Other Board Experience: Director and Audit Committee Chair of Liberty Mutual Holding Company, Inc.

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Business Experience: President and CEO of Dover (since 2018): former CEO (2013 to 2018) of CNH Industrial NV (“CNH Industrial”), a global manufacturer of agricultural and construction equipment, trucks, commercial vehicles, buses, specialty vehicles and powertrain applications; former Group Chief Operating Officer of Fiat Industrial S.p.A., a global capital goods manufacturer, and former President and CEO (each from 2012 to 2013) of CNH Global NV, a multinational manufacturer of agricultural and construction equipment; former CFO of CNH Global NV (2010 to 2012); former Chief Finance Officer & Head of Information Technology (2004 to 2010) of SGS Group, a multinational provider of inspection, verification, testing and certification services; and former Chief Operating Officer for North America (2002 to 2004) of SGS Group.

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Business Experience: Former Global Vice Chairman (from 2003 to 2010) of Assurance Professional Practice of Ernst & Young Global Limited, London, UK, an assurance, tax, transaction and advisory services firm; and prior thereto, various positions with Ernst & Young (since 1971).

Other Board Experience: Director and Audit Committee member of ChampionX Corporation (formerly known as Apergy Corporation (“Apergy”)). Former member of the Board of Trustees of PNC Funds (registered management investment company).

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Business Experience: Former Senior Advisor, Center for Corporate Governance, of Deloitte & Touche LLP, an audit, financial advisory, tax and consulting firm (from 2009 to 2011); Managing Partner, Center for Corporate Governance, of Deloitte (from 2005 to 2009); Deputy Managing Partner, Innovation, Audit and Enterprise Risk, United States, of Deloitte (from 2002 to 2007); and Co-Leader, Sarbanes-Oxley Services, of Deloitte (from 2002 to 2005).

Other Board Experience: Director and Audit Committee member of ChampionX Corporation (formerly known as Apergy Corporation)

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Business Experience: Former President and CEO (from 2009 to 2015) of Harley-Davidson, Inc., a global motorcycle manufacturer; and former President and Chief Operating Officer (from 2006 to 2009), former Executive Vice President (from 2005 to 2006), former Corporate Vice President (from 1997 to 2005), former President of the Automotive Experience business (from 2003 to 2006) and President of the Power Solutions business (from 1997 to 2003) of Johnson Controls, Inc., a global manufacturer of automotive, power and building solutions.

Other Board Experience: Director of Dana Incorporated. Former Chairman of Harley Davidson, Inc. and former Director of Constellation Brands, Inc. and Clarcor, Inc.

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Business Experience: President of WinsCo Enterprises Inc., a consulting firm providing financial and board governance advisory services (since 2016); former Interim CEO, Bed Bath & Beyond Inc., a leading retailer of home products (from May 2019 to November 2019); former Executive Vice President and CFO of Family Dollar Stores, Inc., a general merchandise retailer (from 2012 to 2015); former Senior Vice President and CFO of Giant Eagle, Inc., a grocery and fuel retailer (from 2008 to 2012); former President of WinsCo Financial LLC, a financial and strategic consulting firm (from 2007 to 2008); and former Executive Vice President and CFO of Scholastic Corporation, a children’s publishing and media company (from 2004 to 2007).

Other Board Experience: Director of Bed Bath & Beyond, Inc., Chipotle Mexican Grill, and Acuity Brands, Inc. Ms. Winston is also a director of Domtar Corporation (“Domtar”), but she will not be standing for re-election to the Domtar board of directors when her current term expires on May 5, 2021. She is a former director of SUPERVALU INC. and Plexus Corporation.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH

OF THE NOMINEES NAMED ABOVE.

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Board Oversight and Governance Practices

Our Board is responsible for, and committed to, overseeing our long-term strategic development as well as managing the principal and most significant risks that we face. In carrying out this duty, our Board advises senior management to help drive long-term value creation for our shareholders. The following summarizes our Board’s key areas of oversight responsibility.

Board Oversight

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Board Committees

Our Board has four standing committees — the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, and the Finance Committee. The table below sets forth a summary of our committee structure and membership information.

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Overview of Committee Responsibilities

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Corporate Governance

Our Board is committed to sound governance practices and regularly reviews and refines our profile to reflect evolving best practices and matters raised by our shareholders. The following summarizes key aspects of our governance framework.

Board Leadership Structure

We believe that having an independent leader of the Board is important to the Board’s oversight role and decision-making involving corporate strategy, performance, succession, and other critical matters. Under our current Board leadership structure, our Board has leadership that is independent from management by way of an independent Chair. Our CEO is also a member of the Board as a management representative. We believe this is important to make information and insight directly available to the directors in their deliberations. In our view, this board leadership structure gives us an appropriate, well-functioning balance between non-management and management directors that combines experience, accountability and effective risk oversight.

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Board, Committee and Individual Director Evaluations

Our Board and its committees conduct robust annual self-evaluations of their performance. In addition, our Board evaluates one-third of our directors on a rotating individual basis each year with the purpose of assisting each director to be a more effective member of the Board. New directors undergo the evaluation process in each of their first two years on the Board. Our directors believe the rotational nature of our evaluation process enables a more in-depth, comprehensive evaluation for each of our directors.

Directors’ Meetings and Attendance

During 2020, the Board met seven times. No director attended less than 75% of the board and standing committee meetings held while he or she was a member of the Board and relevant standing committee. Average board attendance was over 97% in 2020. Our independent directors meet at regularly scheduled executive sessions at least quarterly without management representatives or non-independent directors present. The Chair of the Board presides at these sessions. We expect our directors to attend the Annual Meeting. All directors attended the 2020 Annual Meeting.

Our directors also regularly engage with management and outside subject matter experts outside of formal meetings. Examples include developing agendas and reviewing the content of materials in advance of meetings, calls, or in-person meetings with members of management to prepare for meetings, receiving periodic updates from management on significant operational or strategic developments between meetings, and, from time to time, engaging with shareholders.

Management Meetings and Site Visits

We encourage our directors to meet with senior managers throughout the enterprise and attend management’s strategic planning sessions. When considering businesses to visit, priority goes to those businesses identified as strategically important as well as those that were recently acquired. From time to time, the Board makes on-site visits to our businesses to tour the manufacturing facilities and meet face-to-face with company management and employees. These visits serve as an important tool in the Board’s succession planning process for our senior leadership team and enable a deeper understanding of our businesses and our culture. In 2020, these types of opportunities for engagement were largely conducted virtually rather than in-person.

Director Orientation and Education

All new directors participate in our director orientation program. New directors meet with senior corporate leaders to review and discuss our businesses, operations, strategy, end markets, governance, internal controls, and culture. We believe that our on-boarding approach, coupled with participation in regular Board and committee meetings, as well as additional exposure to our business through participation in management meetings and site visits, whether virtually or in-person, provides new directors a strong foundation in our businesses and accelerates their effectiveness to fully engage in Board deliberations.

Our Board also encourages directors to participate annually in continuing director education programs outside of the Boardroom, and we reimburse directors for their expenses associated with this participation.

Director Independence

Our Board has determined that each of the current members of the Board, except for Richard J. Tobin, who is our CEO, has no material relationship with Dover and satisfies all the criteria for being “independent” members of our Board. This includes the criteria established by the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”) listing standards, as well as our standards for classification as an independent director which are available on our website at www.dovercorporation.com. Our Board makes an annual determination of the independence of each nominee for director prior to his or her nomination for re-election. No director may be deemed independent unless the Board determines that he or she has no material relationship with Dover, directly or as an officer, shareholder or partner of an organization that has a material relationship with Dover.

Majority Standard for Election of Directors and Mandatory Resignation Policy

Under our by-laws and corporate governance guidelines, the voting standard in director elections is a majority of the votes cast. Under this majority of the votes cast standard, a director must receive more votes in favor of his or her election than

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votes against his or her election. Abstentions and broker non-votes do not count as votes cast with respect to a director’s election. In contested director elections (where there are more nominees than available seats on the board), the plurality standard will apply. Under the plurality standard, the nominees who receive the most “for” votes are elected to the Board until all seats are filled.

For an incumbent director to be nominated for re-election, he or she must submit an irrevocable resignation letter. The resignation will be contingent on the nominee not receiving a majority of the votes cast in an uncontested election and on the Board’s acceptance of the resignation. If an incumbent director fails to receive a majority of the votes cast in an uncontested election, the Governance and Nominating Committee will make a recommendation to our Board concerning whether to accept or reject the resignation or whether other action should be taken. Our Board will act on the resignation within 90 days following certification of the election results, taking into account the committee’s recommendation. The Board will publicly announce its decision and, if the resignation is rejected, the rationale for its decision.

Governance Guidelines and Code of Ethics

Our Board long ago adopted written corporate governance guidelines that set forth the responsibilities of our Board and the qualifications and independence of its members and the members of its standing committees. The Board reviews these guidelines at least annually, in light of evolving best practices, shareholder feedback and the evolution of our business. In 2020, the Board amended the guidelines to require that initial lists of potential director and external CEO candidates presented by third-party search firms include qualified candidates who reflect diverse backgrounds, including diversity of gender and race or ethnicity. In addition, our Board has a long-standing Code of Conduct setting forth standards applicable to all of our companies and their employees, a code of ethics for our CEO and senior financial officers, and charters for each of its standing committees. All of these documents (referred to collectively as “governance materials”) are available on our website at www.dovercorporation.com.

Procedures for Approval of Related Person Transactions

We generally do not engage in transactions in which our senior executive officers or directors, any of their immediate family members or any of our 5% shareholders have a material interest. Should a proposed transaction or series of similar transactions involve any such persons and an amount that exceeds $120,000, it would be subject to review and approval by the Governance and Nominating Committee in accordance with a written policy and the procedures adopted by our Board, which are available with the governance materials on our website.

Under the procedures, management determines whether a proposed transaction requires review under the policy and, if so, presents the transaction to the Governance and Nominating Committee. The Governance and Nominating Committee reviews the relevant facts and circumstances of the transaction and approves or rejects the transaction. If the proposed transaction is immaterial or it is impractical or undesirable to defer the proposed transaction until the next committee meeting, the Chair of the committee decides whether to (i) approve the transaction and report the transaction at the next meeting or (ii) call a special meeting of the committee to review and approve the transaction. Should the proposed transaction involve the CEO or enough members of the Governance and Nominating Committee to prevent a quorum, the disinterested members of the committee will review the transaction and make a recommendation to the Board, and the disinterested members of the Board will then approve or reject the transaction. No director may participate in the review of any transaction in which he or she is a related person.

Communication with Directors

The Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (“accounting matters”) and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting matters. Such complaints or concerns may be submitted to Dover, care of our Corporate Secretary or through the communications coordinator, an external service provider, by mail, fax, telephone, or via the internet as published on our website. The communications coordinator forwards such communications to Dover without disclosing the identity of the sender if anonymity is requested.

Shareholders and other interested persons may also communicate with our Board and the non-management directors in any of these same manners. Such communications are forwarded to the Chair of the Governance and Nominating Committee.

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Shareholder Engagement and History of Board Responsiveness

Shareholder Engagement

In 2020, we continued our focus on regularly engaging with our shareholders. We reached out to holders of over approximately 59% of our shares outstanding, and engaged with governance professionals and/or portfolio managers at investors holding approximately 31% of our shares outstanding. Our shareholder engagement team consists of senior management and has also included our Chair from time to time. We also participate in various governance forums with our shareholders and regularly engage with shareholders through industry conferences and meetings.

We look forward to ongoing engagement with our shareholders in order to continue to incorporate their views into our Board’s decision-making process. We aim to have best-in-class governance and compensation structures at Dover.

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History of Board Responsiveness

We are committed to being responsive to our shareholders as demonstrated by the number of changes we have made over the years based on their input. In direct response to shareholder feedback, over the past 7 years, Dover has adopted and amended our special meeting right, adopted proxy access, implemented meaningful changes to our executive compensation program, removed all our super-majority voting provisions in our charter, adopted a robust clawback policy, and enhanced our disclosures to investors. The table below highlights many of the changes to our governance structures and compensation program that have been implemented over the past several years informed by shareholder feedback. These changes specifically address shareholders’ areas of focus and input gathered through our extensive shareholder engagements and outreach efforts.

				Year		% of Outstanding Shares Outreached / Engaged		Actions in Response to Shareholder Feedback
				2014		- / -		✓  Adoption of special meeting right
				2015		39% / 24%		✓  Launch of governance-focused shareholder engagement program
				2016		60% / 28%		✓  Adoption of proxy access ✓  Put forth management proposal to provide shareholders with written consent right – 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
				2018		51% / 32%		✓  Put forth management proposal to remove supermajority voting provisions alongside comprehensive campaign with retail investors to build support – did not pass
				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
				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% ✓  Adopted a diversity search policy for external director and CEO searches conducted by third-party search firms ✓  Made several ESG accomplishments including: ✓  A robust materiality assessment to help identify go-forward focus areas ✓  The launch of our sustainability website ✓  Publication of SASB and GRI indices ✓  Release of an “investor tear sheet” covering key ESG highlights ✓  Increased transparency into workforce demographics
				2021		Lead-up to 2021 AGM: Ongoing		✓  Continued to maintain a refreshed and diverse board by appointing an additional female director ✓  Currently engaging with shareholders on corporate governance, executive compensation and sustainability ahead of the 2021 Annual Meeting

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Environmental, Social, and Governance Oversight (ESG)

Throughout our history, our commitment to corporate responsibility and sustainability has created significant value for our shareholders and stakeholders. Across our portfolio of businesses and our team of employees, we remain focused on operating and innovating sustainably to help meet the goals of our customers, realize the full potential of our employees through a culture that supports and values their efforts, and make the communities in which we operate stronger.

In 2020, we launched a refreshed ESG webpage and began disclosing using the SASB reporting framework and reporting on key GRI indicators in order to improve transparency of our ESG-related disclosures and underlying business practices. We invite you to explore our initiatives and accomplishments detailed on our website under the “Sustainability” tab.

Materiality Analysis

We conducted a materiality analysis in 2020 to identify the ESG issues most important to our business and stakeholders. Please see below for the specific areas of focus identified through the analysis. The findings from the materiality analysis were used by our Sustainability Steering Committee, comprised of our corporate and business leaders, to identify the ESG topics that are most critical to the company. These ESG areas of focus will guide our sustainability strategy moving forward as we implement a three-year ESG plan. For each sustainability topic, we are applying our resources, expertise, and innovation to improve outcomes and drive results.

Governance Oversight of ESG

Our governance framework serves as a strong foundation to promote the long-term interests of our shareholders. Our Board oversees our long-term strategic development and enterprise risk, including ESG risks. The Board’s oversight spans a wide array of ESG issues, including those related to climate change, health and safety, diversity and inclusion, ethics and compliance, and long-term environmental protection. As part of its continued focus on sustainability, our Board incorporates ESG oversight into the CEO’s annual performance and compensation evaluation as one of the CEO’s strategic objectives. The Board also has established a comprehensive enterprise risk management process to identify and manage risks, including any risks related to environmental and social issues.

Additionally, our cross-functional Sustainability Steering Committee was established in 2020 to manage ESG issues, meets at least four times per year, and provides an update to the Board at least annually. The Committee is responsible for guiding our sustainability strategy, initiatives, target-setting, performance, and reporting.

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Progress Toward Goals

We are committed to fostering sustainable practices across our businesses in order to reduce greenhouse gas (GHG) emissions and energy consumption. We are proud to report that we met our publicly stated 2020 GHG and energy reduction goals ahead of schedule and we are committed to renewing these goals and continually improving our performance in other ESG priority areas. We are in the process of evaluating a new target to continue to push ourselves to reduce our GHG emissions. We are currently developing this goal and will share the official goal once launched in 2021. We also have participated as a voluntary respondent in the Carbon Disclosure Project (CDP) since 2010 and continue to maintain our scoring range since we began reporting.

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Directors’ Compensation

Our non-employee directors’ annual compensation is payable partly in cash and partly in common stock in an allocation our Board may adjust from time to time. If any director serves for less than a full calendar year, the compensation to be paid to that director for the year will be pro-rated as deemed appropriate by our Compensation Committee.

Our Board has adopted a policy that directors are expected to hold at any time a number of shares at least equal to the aggregate number of shares they received as the stock portion of their annual retainer during the past five years, net of an assumed 30% tax rate.

Under our 2012 LTIP, each non-employee director can elect to defer the receipt of 0%, 50%, or 100% of the equity compensation payable in a year until termination of services as a non-employee director. Shares deferred are converted into deferred stock units representing the right to receive one share of our common stock for each unit held at the end of the deferral period. Dividend equivalents are credited on deferred stock units and will be distributed in cash at the time that shares are distributed in settlement of deferred stock units. Messrs. Johnston, Spiegel, Todd, and Wagner and Ms. Graham elected to defer receipt of their 2020 equity compensation and received deferred stock units.

The table below sets forth the compensation paid to our directors for services in 2020.

Our Compensation Committee reviews our non-employee director compensation policy biennially and proposes changes to the Board, as appropriate. The review is performed with the assistance of the Compensation Committee’s independent compensation consultant to assess the competitiveness of our non-employee director compensation policy based on benchmark information from peer companies and relevant compensation surveys.

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Proposal 2 — Adoption of 2021 Omnibus Incentive Plan

On February 12, 2021, on the recommendation of our Compensation Committee, our Board approved the Dover Corporation 2021 Omnibus Incentive Plan (the “2021 Plan”), subject to shareholder approval at the 2021 Annual Meeting. The 2021 Plan will replace and supersede the 2012 LTIP. If the 2021 Plan is approved by our shareholders, it will become effective May 7, 2021 (the “Effective Date”). If approved, the maximum number of shares reserved for issuance under the 2021 Plan will be 8.3 million, plus the number of shares that remain available for issuance as of the Effective Date under the 2012 LTIP. As of March 1, 2021, 4,812,083 shares remained available for grants under the 2012 LITP, which is the only plan under which equity-based compensation may currently be awarded to executives, other employees and non-employee directors. After the Effective Date of the 2021 Plan, no awards will be granted under any of our other equity plans.

In the opinion of our Compensation Committee and Board, an increase in the number of shares available for grants is necessary as a part of our continuing effort to attract, retain, and motivate employees and other service providers and to align their interests with those of our shareholders.

This proposal is being submitted to our shareholders in compliance with the NYSE Corporate Governance Standards concerning shareholder approval of equity compensation plans and/or material revisions to these plans.

While equity incentive awards are an important part of our pay-for-performance compensation program, our Board and Compensation Committee are mindful of their responsibility to our shareholders to exercise judgment in granting equity-based awards. We review a number of relevant metrics to assess the cumulative impact of our equity compensation programs, including burn rate and overhang.

The annual share usage under the 2012 LTIP for the last three fiscal years and the overhang for 2020 was as follows:

Overview

The 2021 Plan provides for the grant of stock options, both incentive stock options and non-qualified stock options, stock settled appreciation rights (“SSARs”), cash performance awards, restricted stock, restricted stock units, performance shares, deferred stock units and directors’ shares to employees, non-employee directors and certain other service providers of Dover and our affiliates.

The 2021 Plan aims to reflect certain “best practices” that are consistent with the interests of our shareholders and with our corporate governance policies. Accordingly, the 2021 Plan reflects the following practices:

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PROPOSAL 2 — ADOPTION OF 2021 OMNIBUS INCENTIVE PLAN

A summary of the principal provisions of the 2021 Plan is set forth below. The summary is qualified by reference to the full text of the 2021 Plan, which is attached as Appendix A to this proxy statement.

Summary of the Material Features of the 2021 Plan

The purpose of the 2021 Plan is to furnish a material incentive to employees, non-employee directors and certain other service providers of Dover and our affiliates by making available to them the benefits of common stock ownership in Dover and other long-term incentive opportunities. The 2021 Plan is intended to stimulate the efforts of employees, non-employee directors and certain other service providers towards our success, as well as assist in recruitment and retention.

All employees (including officers and directors who are employees) and non-employee directors (except with respect to grants of incentive stock options) of Dover and our affiliates and independent contractors and consultants of Dover will be eligible to participate in the 2021 Plan at the discretion of our Compensation Committee. As of the record date, approximately 23,000 employees, ten independent contractors and consultants, and nine non-employee directors are currently eligible to participate in the 2021 Plan.

Our Compensation Committee will make awards based on, among other factors, an individual’s capacity for contributing to our future growth and profitability. Each award will be evidenced by a written or electronic agreement or communication between Dover and the participant setting forth the terms and conditions of the award, including the term of the award, which will not be greater than ten years. All awards are non-transferable, except that a participant may transfer any non-qualified stock option (but not an incentive stock option or SSAR) granted under the 2021 Plan to members of the participant’s immediate family (defined as a spouse, children and/or grandchildren), or to one or more trusts for the benefit of such family members if the instrument evidencing such option expressly so provides and the participant does not receive any consideration for the transfer; provided that any such transferred option will continue to be subject to the same terms and conditions that were applicable to such option immediately prior to its transfer (except that such transferred option may not be further transferred by the transferee during the transferee’s lifetime).

Our Compensation Committee administers the 2021 Plan and grants awards under the 2021 Plan, except with respect to awards for non-employee directors, in which case our Board will administer the 2021 Plan. Our Compensation Committee has the power to interpret the 2021 Plan, to determine the terms of the agreements or certificates, and to make all other determinations necessary or advisable for the administration of the 2021 Plan. In addition, our Compensation Committee may delegate all or any part of its authority under the 2021 Plan to one or more committees, or our CEO, in each case to the extent permitted by Delaware corporate law; provided that, determinations regarding the timing, pricing, amount, and terms of any award to participants who are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be made only by our Compensation Committee, subject to certain limitations. Our Compensation Committee may revoke such delegation at any time.

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PROPOSAL 2 — ADOPTION OF 2021 OMNIBUS INCENTIVE PLAN

Expect as provided below, our Board is permitted to amend or terminate the 2021 Plan at any time, provided that any termination does not affect the validity of previously granted awards. Our Board and Compensation Committee will not have the right, without shareholder approval, to:

Shares Available for Issuance

The aggregate maximum number of shares available for awards under the 2021 Plan will be 8.3 million shares of common stock, plus any shares remaining available for grant under the 2012 LTIP as of the Effective Date. The number of shares of common stock available for issuance under the 2021 Plan will be reduced (i) by one share for each share of common stock issued pursuant to options or SSARs, and (ii) by three shares for each share of common stock issued pursuant to restricted stock, restricted stock unit, performance share, directors’ share, and deferred stock unit awards. Shares of Common Stock withheld or delivered (either by actual delivery or attestation) to us by a Participant to satisfy any applicable tax withholding obligation with respect to an Award, other than options or SSARs, will in each case again be available for issuance under the 2021 Plan in an amount corresponding to the reduction in such share reserve previously made in accordance with the rules described above. In addition, in the event of a combination with or acquisition of a company with a shareholder-approved equity incentive plan, the shares available under that plan may be assumed under the 2021 Plan and made available for grants to individuals who were not our employees or non-employee directors prior to such acquisition or combination. The shares of common stock available under the 2021 Plan may be either authorized and unissued common stock or common stock held in or acquired for our treasury.

The following will not be applied to the share limitations:

Outstanding awards granted under the 2012 LTIP and the Dover Corporation 2005 Equity and Cash Incentive Plan (the “2005 Plan”) will remain in effect and be administered thereunder, but after the Effective Date, awards may only be issued under the 2021 Plan. As of March 1, 2021, there were 4,812,083 shares remaining for issuance under the 2012 LTIP and no shares available for issuance under any other/preceding plan, except with respect to outstanding awards.

Award Limitations

No non-employee director may receive any combination of awards having a value that exceeds $750,000 in the aggregate; provided that the limitation may increase to $1,500,000 in extraordinary circumstances, such as where a non-employee director serves as the non-executive chair of our Board or as a member of a special litigation or transactions committee of our Board, as our Board may determine in its discretion; provided that the non-employee director receiving such additional compensation may not participate in the determination.

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PROPOSAL 2 — ADOPTION OF 2021 OMNIBUS INCENTIVE PLAN

Types of Awards

Our Compensation Committee has the discretion to award options, SSARs, cash performance awards, restricted stock, restricted stock units, performance shares, deferred stock units or directors’ shares.

Options. Options may be granted in the form of either incentive stock options or non-qualified stock options. Only non-qualified stock options may be granted to non-employee directors. The purchase price of the option may not be less than 100% of the fair market value of the shares on the grant date, which generally means the closing sales price for the common stock on such date. The purchase price is payable in full at the time of exercise; provided that, to the extent permitted by law and in accordance with rules adopted by our Compensation Committee, participants may simultaneously exercise options and sell the shares thereby acquired pursuant to a brokerage or similar relationship and use the proceeds from such sale to pay the purchase price of such shares. The purchase price may be paid in cash or check or if our Compensation Committee so permits, through delivery or tender to us of shares held, either actually or by attestation, by the participant or through a net or cashless form of exercise as permitted by our Compensation Committee, or if our Compensation Committee so permits, a combination thereof, unless otherwise provided in the agreement or certificate. Our Compensation Committee may, in its discretion, approve other methods or forms of payment of the purchase price.

Incentive stock options may be granted only to an employee of Dover or our subsidiaries. A participant may not hold incentive stock options with a fair market value (determined as of the date of grant) in excess of $100,000 in the year in which they are first exercisable. In no event will more than 8.3 million shares of common stock be available for issuance pursuant to the exercise of incentive stock options granted under the 2021 Plan.

SSARs. SSARs may be granted which entitle the participant to participate in the price appreciation of a set number of shares of our stock. Once SSARs vest, a participant may exercise them any time prior to the expiration date and the proceeds from the exercise are paid to the participant in the form of shares of our common stock (or paid in cash at the discretion of our Compensation Committee). SSARs are granted separately from options and the exercise of an SSAR will not be linked in any way to the exercise of an option and will not affect any option award then outstanding. Each SSAR may be exercisable in whole or in part according to the agreement or certificate. Except as otherwise provided in the agreement or certificate, upon exercise of a SSAR, the participant will receive for each SSAR being exercised that number of whole shares of common stock having a fair market value on the date of exercise of the SSAR equal in value to the excess of (A) the fair market value of a share of common stock on the exercise date over (B) the sum of (i) the base price of the SSAR being exercised, plus (ii) unless the participant elects to pay such tax in cash, any amount of tax that must be withheld in connection with such exercise. Fractional shares of common stock will be settled in cash upon exercise of an SSAR unless otherwise determined by our Compensation Committee.

Cash Performance Awards. Cash performance awards may be granted subject to such performance conditions as are determined by our Compensation Committee, up to an aggregate maximum cash payout for any business unit within Dover or our affiliates, or Dover as a whole, up to a fixed percentage of the value created at the relevant business unit during the performance period. Cash performance awards will be paid within two and one-half months following the year in which the relevant performance period ends.

Performance Shares. Performance share awards may be granted subject to such performance conditions as are determined by our Compensation Committee and provide for a specific number of shares that may be earned, or a range of shares that may be earned, depending on the degree of achievement of performance goals. Performance share awards will be paid within two and one-half months following the year in which the relevant performance period ends. Prior to the issuance of shares of common stock at the end of a performance period, a performance share award will be credited as a bookkeeping entry in the name of the participant in an account we maintain. No shares of common stock will be issued to the participant in respect of a performance share award on the date of an award. A participant will not be the legal or beneficial owner of shares subject to a performance share award and will not have any voting rights or rights to distributions with respect to such shares prior to the issuance of shares at the end of the performance period; provided that our Compensation Committee may specify that the participant is entitled to receive dividend equivalents.

Restricted Stock and Restricted Stock Units. Restricted stock awards and restricted stock unit awards may be granted subject to such conditions and restrictions as may be established by our Compensation Committee, and set forth in the applicable agreement or certificate, which may include, but are not limited to, continuous service with Dover, a requirement that a participant pay a purchase price for such award, the achievement of specific performance goals, and/or applicable

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PROPOSAL 2 — ADOPTION OF 2021 OMNIBUS INCENTIVE PLAN

securities laws restrictions. Dividends and dividend equivalents will not be paid on a restricted stock award or restricted stock unit award during the restricted period. In the discretion of our Compensation Committee, dividends and dividend equivalents may be credited to a bookkeeping account for a participant for distribution to participant on or after a restricted stock award or restricted stock unit award vests (such dividend equivalents will be payable upon fixed dates or events in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). An employee who receives an award of restricted stock will not be entitled, during the restricted period, to exercise voting rights with respect to such restricted stock.

Directors’ Shares. Non-employee directors of the Company as of November 15 of each year will be granted shares of common stock in a number determined by the Board, equal to the dollar amount of annual compensation to be paid in shares divided by the fair market value of a share of common stock on the grant date. Any non-employee director who serves a partial term will be issued a pro-rated number of shares based on the period of service prior to November 15; provided that any director removed for cause by the Board will forfeit the right to receive shares for that year.

Deferred Stock Units. Prior to the first day of the calendar year in which services giving rise to a non-employee director’s right to receive directors’ shares are performed (or such other date as determined by our Compensation Committee for the year in which an individual first becomes a non-employee director), a director may elect to defer receipt of directors’ shares in accordance with such procedures as may from time to time be prescribed by our Compensation Committee. A non-employee director’s deferral election will remain in effect and will apply to directors’ shares in subsequent years unless and until the director timely revokes the deferral election in accordance with such procedures as our Compensation Committee will determine. If a valid deferral election is filed by a non-employee director, deferred stock units will be credited as a bookkeeping entry in the name of the non-employee director to an account we maintain on the basis of one deferred stock unit for each directors’ share deferred. No shares of common stock will be issued to the non-employee director in respect of deferred stock units at the time such shares would be issued absent such deferral. Shares of common stock will be issuable to the non-employee director in a lump sum upon the termination of services as a non-employee director (but only if such termination constitutes a Separation from Service) or if earlier, a specified date elected by the non-employee director at the time of the deferral election. Dividend equivalents will be credited on deferred stock units and distributed at the same time that shares of common stock are delivered to a non-employee director in settlement of the deferred stock units. If a change in the ownership or effective control of Dover or in the ownership of a substantial portion of our assets occurs (as defined in Section 409A of the Internal Revenue Code), deferred stock units will be settled on the date of such change in control by the delivery of shares of common stock.

Minimum Vesting

Any awards that settle in shares of common stock (other than such awards representing a maximum of five percent of the shares of common stock reserved for issuance under the 2021 Plan, as adjusted) may be granted subject to a minimum time-vesting period of at least 12 months, such that no such awards will vest prior to the first anniversary of the applicable grant date.

Performance Goals

Our Compensation Committee may, in its sole discretion, grant an award under the 2021 Plan conditional upon the satisfaction of performance goals during a performance period. Where applicable, the performance goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and the performance goals may be fixed by our Compensation Committee for Dover as a whole or for a subsidiary, division, affiliate, business segment, or business unit, or may be applied to our performance relative to a market index, a group of other companies or a combination thereof, depending on our Compensation Committee’s judgment as to what is appropriate. The performance goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). The performance goals with respect to a performance period need not be the same for all participants. Performance measures and performance goals may differ from participant to participant and from award to award. Our Compensation Committee will have the authority to make equitable adjustments to the performance goals as it may determine, in its sole discretion.

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PROPOSAL 2 — ADOPTION OF 2021 OMNIBUS INCENTIVE PLAN

Treatment Upon Termination of Employment

Except as otherwise determined by our Compensation Committee at the time of grant and set forth in an award agreement, the treatment of awards under the 2021 Plan upon the participant’s termination of service will be as follows:

Termination with Cause. All awards will be immediately cancelled and the participant will have no further rights to exercise any options or SSARs.

Termination without Cause; Voluntary Resignation. Other than occurring in connection with a change in control of Dover, as described below, all awards will immediately be forfeited, with vested stock options and SSARs remaining exercisable for three months after the termination date.

Death or Disability. All time-based restricted stock, restricted stock units, options and SSARs will immediately vest, with options and SSARs remaining exercisable for 60 months. All performance-based awards will continue to vest over the performance period, subject to being earned based on actual performance, with cash performance awards pro-rated for the period of service until the termination date.

Retirement; Sale of Business Rule. Under the 2021 Plan, a participant eligible for Normal Retirement, Early Retirement or a termination of employment in connection with the Sale of Business Rule (each term as defined below) will be entitled to continued vesting of time-based restricted stock and restricted stock units, options and SSARs for 12 months in the case of the Sale of Business Rule, 36 months in the case of Early Retirement and 60 months in the case of Normal Retirement. In the case of Normal Retirement, the outstanding performance-based awards for the performance period ending the soonest will continue to vest, subject to the satisfaction of the applicable performance targets. With respect to all other outstanding performance-based awards upon Normal Retirement, and in the case of Early Retirement, outstanding performance-based awards are payable, or otherwise will be cancelled, only at our Compensation Committee’s discretion or for persons not subject to Section 16, in the discretion of our CEO. In the case of a termination of employment under the Sale of Business Rule, all performance-based awards for which the performance period has not ended will be cancelled. If a participant eligible for the Sale of Business Rule would also qualify for Normal Retirement or Early Retirement excluding any notice requirements, the Participant shall instead be entitled to the benefits of Normal Retirement or Early Retirement.

Under the 2021 Plan, (i) “Normal Retirement” means termination of employment in good standing after having attained the age of 62, (ii) “Early Retirement” means a termination of employment when the participant has at least 10 years of service with Dover or its affiliate, has attained the age of 55 and complies with certain notice requirements, and (iii) the “Sale of Business Rule” means a termination of employment in good standing due to the sale of stock or assets of the business unit or division by which the participant is employed.

Except as otherwise determined by our Compensation Committee or provided in an award agreement, any person who takes Normal Retirement, Early Retirement or terminates employment under the Sale of Business Rule is deemed to have expressly agreed that he or she will not compete with Dover or any of the companies at which he or she was employed within the three years immediately prior to his or her termination, in the geographic areas in which we or that company actively carried on business at the end of the participant’s employment, for which period shall be, (a) with respect to options or SSARs, the additional period allowed the participant for the vesting and exercise of options or SSARs outstanding at termination of employment, (b) with respect to restricted stock or restricted stock unit awards, the period remaining after the participant’s termination of employment until the end of the original restricted period for such award, and (c) with respect to cash performance awards and performance share awards granted under the 2021 Plan, the period until the payment date following the end of the last applicable performance period. If the participant fails to comply with the non-compete provision, he or she forfeits any enhanced benefits under the 2021 Plan and must return to Dover the economic value previously realized by reason of such benefits.

Change in Control

Except as otherwise determined by our Compensation Committee at the time of grant and set forth in an award agreement, in the event of a change in control (as defined in the 2021 Plan) with respect to (i) any award that is not assumed, continued or substituted by the surviving or acquiring corporation and (ii) any award that is so assumed, continued or substituted, but during the 24 months period after the change in control the participant’s employment or service is terminated without cause or for participant’s at the level of senior vice president and above, by the participant for good reason, then:

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PROPOSAL 2 — ADOPTION OF 2021 OMNIBUS INCENTIVE PLAN

An award will be considered assumed or substituted in connection with a change in control if, following the change in control, the award is of substantially comparable value and remains subject to the same terms and conditions applicable prior to the change in control; provided that performance may be deemed achieved at the greater of target or actual level of performance and may related to shares of publicly traded common stock of the surviving or acquiring entity (or ultimate parent thereof) or any other security or entity determined by our Compensation Committee. In connection with a change in control, our Compensation Committee may, in its discretion, (x) accelerate the vesting or exercisability of, or remove any restrictions, limitations, payment and forfeiture conditions relating to any award, (y) provide that any award may be cancelled in return for the receipt of cash equal to the amount of consideration holders of common stock receive in respect of shares of common stock, or (z) cancel any options or SSARs with an exercise price equal to or greater than the fair market value of consideration received by stockholders in the change in control in respect of a share of common stock.

Plan Term

No award may be granted pursuant to the 2021 Plan on or after May 7, 2031, but awards granted before that time may extend beyond that date in accordance with their terms.

Certain Federal Income Tax Consequences

The following is a summary of the United States federal income tax consequences of awards under the 2021 Plan. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change.

Options. An optionee generally will not recognize taxable income upon the grant of a nonqualified stock option. Rather, at the time of exercise of the option, the optionee will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value of the shares of our common stock purchased over the exercise price. We generally will be entitled to a tax deduction at such time and in the same amount, if any, the optionee recognizes as ordinary income. The optionee’s tax basis in any shares of our common stock received upon exercise of an option will be the fair market value of the shares of our common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the optionee) depending upon the length of time such shares were held by the optionee.

Incentive stock options are eligible for favorable federal income tax treatment if certain requirements are satisfied. An incentive stock option must have an option price that is not less than the fair market value of the stock at the time the option is granted, and must be exercisable within ten years from the date of grant. An employee granted an incentive stock option generally does not realize compensation income for federal income tax purposes upon the grant of the option. At the time of exercise of an incentive stock option, no compensation income is realized by the optionee other than tax preference income for purposes of the federal alternative minimum tax on individual income. If the shares of our common stock acquired on exercise of an incentive stock option are held for at least two years after grant of the option and one year after exercise, the excess of the amount realized on the sale over the exercise price will be taxed as capital gain. If the shares of our common stock acquired on exercise of an incentive stock option are disposed of within less than two years after grant or one year of exercise, the optionee will realize taxable compensation income equal to the excess of the fair market value of the shares on the date of exercise or the date of sale, whichever is less, over the exercise price, and any additional amount realized will be taxed as capital gain.

SSARs. A participant who is granted a SSAR generally will not recognize ordinary income upon receipt of the SSAR. Rather, at the time of exercise of such SSAR, the participant will recognize ordinary income for income tax purposes in an amount equal to the value of any cash received and the fair market value on the date of exercise of any shares of our common stock received. We generally will be entitled to a tax deduction at the same time, and in the same amount that, ordinary income is recognized by such participant. The participant’s tax basis in any share of our common stock received upon exercise of a

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PROPOSAL 2 — ADOPTION OF 2021 OMNIBUS INCENTIVE PLAN

SSAR will be the fair market value of the share of our common stock on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.

Restricted Stock. A participant generally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amount equal to the fair market value of the shares of our common stock at the time the shares are no longer subject to a “substantial risk of forfeiture” (within the meaning of the Internal Revenue Code). We generally will be entitled to a deduction at the time when, and in the amount, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax basis in the shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time. Any cash dividends that accrue on the restricted stock before the restrictions lapse will be taxable to the participant as additional compensation (and not as dividend income) when paid on the vesting date of the underlying restricted shares. Under Section 83(b) of the Internal Revenue Code, a participant may elect to recognize ordinary income at the time the shares of restricted stock are awarded in an amount equal to their fair market value at that time, notwithstanding the fact such shares of restricted stock are subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse. The participant will have a tax basis in the shares equal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent, ordinary income is recognized by such participant.

Restricted Stock Units/Cash Performance Awards. In general, the grant of restricted stock units (including performance-based restricted stock units or performance shares) and cash performance awards will not result in income for the participant or in a tax deduction for us. Upon the settlement of such an award in cash or shares, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount.

New Plan Benefits

No awards have been granted, and no shares have been issued under the 2021 Plan. Future grants under the 2021 Plan will be made at the discretion of our Compensation Committee and accordingly, are not yet determinable. In addition, the value of the awards granted under the 2021 Plan will depend on a number of factors, including the fair market value of our common stock on future dates and the exercise decisions made by the participants. Consequently, it is not possible to determine the benefits that might be received by participants receiving discretionary grants under the 2021 Plan.

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PROPOSAL 2 — ADOPTION OF 2021 OMNIBUS INCENTIVE PLAN

Securities Authorized for Issuance under Equity Compensation Plans

The Equity Compensation Plan Table below presents information regarding our equity compensation plans at December 31, 2020:

As of December 31, 2020, equity securities have been authorized for issuance to employees and/or non-employee directors under the 2012 LTIP and its predecessor plan, the 2005 Plan. Although the 2005 Plan has expired and no further awards may be granted under the Plan, there remain outstanding stock-settled appreciation rights under the 2005 Plan, which are reflected in Column (a) of the table.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL AND RATIFICATION

OF THE DOVER CORPORATION 2021 OMNIBUS INCENTIVE PLAN.

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Proposal 3 — Ratification of Appointment of

Independent Registered Public Accounting Firm

The Audit Committee has appointed the independent registered public accounting firm of PwC to audit the annual accounts of Dover and its subsidiaries for 2021. PwC has audited the financial statements for the Company since 1995. Representatives of PwC are not expected to be present at the Annual Meeting.

Although shareholder ratification of PwC’s appointment is not required by Dover’s by-laws or otherwise, our Board is submitting the ratification of PwC’s appointment for the year 2021 to Dover’s shareholders. If the shareholders do not ratify the appointment of PwC, the Audit Committee will reconsider whether or not to retain PwC as Dover’s independent registered public accounting firm for the year 2021 but will not be obligated to terminate the appointment. Even if the shareholders ratify the appointment of PwC, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in Dover’s interests.

THE BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT

OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR 2021.

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PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee Report

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PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees Paid to Independent Registered Public Accounting Firm

Fees paid to, or accrued for, PwC for services to us and our subsidiaries for 2020 and 2019 (including reimbursable expenses) were as follows:

Audit Fees. Audit fees include fees for audit or review services in accordance with generally accepted auditing standards of our consolidated financial statements (including internal control over financial reporting), statutory and subsidiary audits and review of documents filed with the SEC.

Audit-Related Fees. Audit-related fees include fees for assurance and related services that are reasonably related to the audit of our financial statements, such as consultations concerning the accounting and disclosure treatment of events and the impact of final or proposed rules and standards.

Tax Fees. Tax fees include fees for services that are performed by professional tax staff other than in connection with the audit. These services include tax compliance, consulting and advisory services.

All Other Fees. Other fees include fees for non-audit services not listed above that do not impair the independence of the auditor and are not prohibited by the SEC or PCAOB.

Pre-Approval of Services Provided by Independent Registered Public Accounting Firm

Consistent with its charter and applicable SEC rules, our Audit Committee pre-approves all audit and permissible non-audit services provided by PwC to us and our subsidiaries. With respect to certain services which PwC has traditionally provided, the Audit Committee has adopted specific pre-approval policies and procedures. In developing these policies and procedures, the Audit Committee considered the need to ensure the independence of PwC while recognizing that, in certain situations, PwC may possess the expertise and be in the best position to advise us and our subsidiaries on issues and matters other than accounting and auditing.

The policies and procedures adopted by the Audit Committee allow the pre-approval by the Audit Committee of permissible audit-related services, non-audit-related services and tax services. Under the policies and procedures, pre-approval is generally provided for up to one year and any general pre-approval is detailed as to the particular services or category of services and is subject to a specific budget for each of them. The policies and procedures require that any other services be expressly and separately approved by the Audit Committee prior to such services being performed by the independent auditors. In addition, pre-approved services which are expected to exceed the budgeted amount included in a general pre-approval require separate, specific pre-approval. For each proposed service, the independent auditors and management are required to provide detailed information to the Audit Committee at the time of approval. The Audit Committee considers whether each pre-approved service is consistent with the SEC’s rules and regulations on auditor independence.

All audit-related and non-audit-related services of PwC during 2020 listed above under “Fees Paid to Independent Registered Public Accounting Firm” were pre-approved specifically or pursuant to the procedures outlined above. With respect to any tax services provided by PwC, PwC provided to the Audit Committee the communications required under PCAOB Rule 3524.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program and how it operates for our NEOs. Our NEOs for 2020 are:

Executive Summary

Our compensation program is based on a pay-for-performance philosophy and is designed to incent executives to achieve financial and strategic goals that are aligned with the Company’s long-term business strategy and the creation of sustained, long-term value for our shareholders.

2020 Performance Overview

In 2020, the COVID-19 pandemic disrupted the global economy and adversely impacted our business, including demand for our products across multiple end-markets as well as our supply chain and operations. As we navigated through these challenges, our foremost focus was on ensuring the health and safety of our employees. We mobilized a central crisis response team to implement emergency health and safety protocols across our facilities and, with active oversight on the part of our Board, continuously monitored and responded to evolving health and safety matters, the issuance of guidance by public health authorities and government mandates in response to the pandemic, and the impact of the pandemic on our suppliers and customers. Due to the extraordinary efforts of leadership teams across our enterprise, the proactive engagement of our employees in our mission to protect health and safety and to remain operational to the extent safely feasible in order to continue to support our customers serving essential societal functions, and the resilience of our diverse portfolio, we delivered solid results despite the significant economic and operational effects of the pandemic. In this environment, we remained committed to our strategic initiatives which are centered on continually improving efficiency and profitability by advancing operational excellence and executing on our strategic center-led initiatives, supporting long-term growth through investments in innovation, commercial excellence and capacity expansion, among others, and deploying capital towards enhancing the long-term health of our portfolio and providing attractive returns to our shareholders.

Business Resilience

Enhanced Profitability and Cash Flow

Disciplined, growth-oriented and shareholder-friendly capital allocation

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COMPENSATION DISCUSSION AND ANALYSIS

Success on Key Metrics (2018-2020)

2020 Pay Decisions Align with Dover’s Performance

Our compensation program structure is designed to align pay outcomes with our shareholders’ experience by emphasizing variable, at-risk pay for our management team, including the NEOs, through our AIP and long-term incentive program.

In fiscal 2020, we took many measures to help mitigate the negative financial impact caused by the pandemic, including delaying the effectiveness of annual salary increases for our management team, including the NEOs, from April 1, 2020 to July 1, 2020 with no retroactive pay. We were able to deliver solid financial results despite the COVID-19 pandemic, and in the challenging environment, our NEOs made significant progress against their predefined individual strategic objectives under the AIP. After considering the Company’s performance in a very challenging environment, our Compensation Committee approved an adjusted Financial Objectives Factor under the AIP of 75% for our management team, including the NEOs. See pages 62 through 63 for a discussion of the factors considered in making the adjustment.

Our Compensation Committee did not make any adjustments under our long-term incentive program in response to the COVID-19 pandemic. Consistent with our value creation over the three-year performance period (2018-2020), the performance shares that vested in 2020 based on our historic internal TSR metric had a payout percentage of 193% for our NEOs.

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COMPENSATION DISCUSSION AND ANALYSIS

Say on Pay Vote Results and Shareholder Engagement

Our Board has a strong history of engaging with shareholders and soliciting feedback on a range of topics, including our executive compensation program. Historically, our program has received strong shareholder support as expressed during our one-on-one engagement discussions with shareholders and through our Say on Pay vote levels. However, in 2019, approximately 67% of the Say on Pay votes cast were in support of the Company (down from more than 96% in each of the four preceding years). Following the 2019 annual meeting of shareholders, our Compensation Committee implemented meaningful changes to our program for 2020 after we conducted several rounds of engagement, reviewed market practices, and reflected on the elements of our program and how they align with our business objectives and long-term shareholder value creation. These changes included presenting additional detail in our proxy statement regarding the weighting, nature, and performance outcomes for the individual strategic objectives in our AIP and improved disclosure regarding the threshold, target, and maximum levels for the financial goals in our AIP. For LTIP awards made in 2020, we increased the proportion of awards dedicated to performance shares and shifted to relative TSR from internal TSR as the performance metric for performance shares. In addition, we continued to include the effective oversight and management of ESG matters as a strategic objective for our CEO under the AIP and adopted a comprehensive clawback policy. Reflecting the positive changes made by our Compensation Committee in response to shareholder feedback, our Say on Pay vote once again received strong shareholder support of 96% at the 2020 annual meeting of shareholders.

In 2020, we continued our shareholder engagement program. We reached out to holders of over 56% of our outstanding shares and engaged with governance professionals and/or portfolio managers of investors holding approximately 31% of our outstanding shares. In addition to the governance topics detailed earlier in this proxy statement, we had thoughtful discussions with our shareholders regarding our compensation program. Shareholders told us they believe our pay practices are aligned with our pay-for-performance philosophy and were generally supportive of potential adjustments to executive compensation related to the COVID-19 pandemic. The Compensation Committee will continue to consider feedback from shareholders, as well as the results from future shareholder advisory votes, in its ongoing evaluation of executive compensation programs and practices at Dover.

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COMPENSATION DISCUSSION AND ANALYSIS

Dover’s Alignment with Leading Compensation Governance Practices

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Principles

Guiding Principles for Dover’s Executive Compensation Program

Based on these principles, these were the key elements of our program in 2020:

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Process

Setting Executive Compensation — Roles

The process for determining our compensation program structure and payouts involves the dedicated participation of our Compensation Committee, the independent directors of the Board, the CEO, and our Compensation Committee’s independent consultant. The roles of each in making compensation decisions are:

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COMPENSATION DISCUSSION AND ANALYSIS

Setting Executive Compensation – Timeline

The process for making executive compensation decisions for 2020 began with goal setting at the beginning of the year and concluded with the actual compensation payout decisions in early 2020. As described below, this year-long process integrates key factors, such as Dover’s business strategy, our annual budget, and market compensation data.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Program Peer Group

For assessing executive pay programs and levels, the Compensation Committee selected a group of companies that are similar to Dover in terms of end markets, complexity, revenues and market capitalization. In 2020, with the help of its independent consultant, the Compensation Committee reviewed the peer group and made no changes to the group.