To elect ten directors.

To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2024.

To approve, on an advisory basis, named executive officer (“NEO”) compensation.

To approve an amendment to the Company’s Fifth Restated Certificate of Incorporation to reflect recent Delaware law provisions regarding officer exculpation.

To consider such other business as may properly come before the Annual Meeting, including any adjournments or postponements thereof.

Annual Meeting Information

Items of Business

How to Submit Your Proxy

Company Overview

2023 Performance Overview

Governance and Board Highlights

Shareholder Engagement

2023 Executive Compensation Highlights

Director Nominees

Board Composition

Criteria for Director Nominees

Director Nomination Process

2024 Director Nominees

Board Oversight and Governance Practices

Shareholder Engagement and History of Board Responsiveness

Environmental, Social, and Governance Oversight (ESG)

Directors’ Compensation

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

Audit Committee Report

Fees Paid to Independent Registered Public Accounting Firm

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

Executive Summary

Say on Pay Vote Results and Shareholder Engagement

Dover’s Alignment with Leading Compensation Governance Practices

Compensation Principles

Compensation Process

Elements of Executive Compensation

Other Benefits

Other Elements of Compensation

Compensation Committee Report

Executive Compensation Tables

Summary Compensation Table

Grants of Plan-Based Awards in 2022

Outstanding Equity Awards at Fiscal Year-End 2022

Option Exercises and Stock Vested in 2022

Pension Benefits through 2022

Nonqualified Deferred Compensation

Potential Payments upon Termination or Change in Control

Pay versus Performance

Security Ownership of Certain Beneficial Owners and Management

✓ 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: 64

Committees:  Audit, Governance and Nominating

Skills and Qualifications:

Significant leadership, financial and corporate governance expertise garnered from her nearly 40 years of experience at major audit, assurance and consulting firms

Certified public accountant (“CPA”) and has extensive experience with financial, accounting, internal controls, and enterprise risk management

Has deep expertise on governance, both as a topic and discipline, developed during her career at Deloitte

As a former member of the Value Reporting Foundation Board (formerly the SASB Foundation Board), contributes valuable and well-informed insights on a variety of ESG matters

Brings relevant public company board service, serving on the board of CF Industries Holdings, Inc.

Brings experience and perspective on matters regarding human capital and culture, including diversity and inclusion

Holds a bachelor’s degree in management science and accounting from Duke University

Included in the National Association of Corporate Directors (“NACD”) Directorship 100 from 2015-2020, recognizing influential leaders in corporate governance and is also an NACD Board Leadership Fellow

Business Experience:

CEO of the Corporate Leadership Center, a non-profit leadership development forum

Former Vice Chairman and National Managing Partner of the Center for Board Effectiveness at Deloitte

Former member of the U.S. Executive Committee

Former Vice Chairman and Chief Inclusion Officer

Former member of the U.S. Board of Directors

Former Vice Chairman and Central Region Managing Partner

Former Vice Chairman and Midwest Regional Managing Partner

Former Regional Managing Partner, Strategic Clients

Former positions of increasing responsibility at Arthur Andersen, an audit, financial advisory, tax and consulting firm, most recently as Managing Partner & Business Advisory Assurance, Central Region

Other Board Experience:

CF Industries Holdings, Inc.

H. John Gilbertson, Jr.

Independent Director Nominee

Director since: 2018

Age: 67

Committees:  Finance, Governance and Nominating

Skills and Qualifications:

Extensive experience in corporate finance, capital markets, and mergers and acquisitions

Considerable expertise and decades of experience in corporate governance and board and committee processes

Served as a strategic and financial advisor to his clients, forming deep relationships with companies in a range of industries

Has nearly four decades of experience in the professional and financial services industry

Deep expertise in financial management, coupled with his analytical and collaborative mindset, allows him to make invaluable contributions to our Board

Strong background in senior leadership development, succession planning, and organizational culture development

Brings to the Board considerable expertise in financial risk oversight and capital allocation

Bachelor’s degree in political economy from Dartmouth College and an MBA from Harvard University

Business Experience:

Retired Managing Director at Goldman Sachs

Served as Advisory Director and Partner-in-Charge, Midwest Region Investment Banking Services

Served as Managing Director at Travelers Group Inc.

Former Associate, Mergers and Acquisitions at Morgan Stanley

Former Consultant, Corporate Strategy at Bain & Company

Former Assistant Treasurer, Corporate Banking at Chase Manhattan Bank

Former News Reporter at The Providence Journal Company

Other Board Experience:

Director and Chair of Audit Committee of Meijer, Inc. (“Meijer”)

Former Director of AAR Corp.

Kristiane C. Graham

Independent Director Nominee

Director since: 1999

Age: 66

Committees:  Compensation, Governance and Nominating

Skills and Qualifications:

Experience as a private investor with substantial holdings of Dover stock and her shared interests in Dover, including interests through charitable organizations of which she is a director, makes her a good surrogate for our individual and retail investors

Experience with a commercial bank, primarily as a loan officer; founded and operated an advisory company and a publication regarding international thoroughbred racing and now co-manages her family’s investments

Actively works with and has served on the boards of various organizations to support the objectives of local communities, affordable housing, education, and health

Serves on the Board of Directors of Habitat for Humanity International

Serves on the Board of Trustees of the Virginia Museum of Fine Arts Foundation

Serves as an Emeritus Trustee of the College Foundation of the University of Virginia and has previously served on the Advisory Board of the University of Virginia School of Nursing

Brings valuable insights on the development of our policies and strategies relating to talent, leadership, and culture, with a focus on diversity and inclusion

Devoted substantial time to monitoring the development of Dover operating company leaders, enabling her to provide the Board valuable insights regarding management succession

As a member of one of the founding families of Dover, Ms. Graham also brings to the Board a sense of Dover’s historical values, culture and strategic vision which the Board believes is beneficial as it considers various strategic planning alternatives for shaping Dover’s future

Business Experience:

Private Investor

Marc Howze

Independent Director Nominee

Director since: 2023

Age: 60

Committees:  Audit

Skills and Qualifications:

Brings significant leadership and business experience garnered during more than two decades at Deere & Company (“Deere”), including in his role as Senior Advisor, Office of the Chairman, upon his retirement in February 2024

During his career, Mr. Howze spearheaded strategic initiatives focused on improving operations, delivering customer value, developing future leaders, making Deere a highly regarded employer, and promoting Deere’s brand

Under his leadership, Deere was recognized as one of Interbrand’s top global brands, Glassdoor’s Best Places to Work, Fast Company’s Most Innovative Workplaces, and the American Innovation Index’s Most Innovative Firms.

Prior to joining Deere, Mr. Howze served as an officer in the U.S. Army, attaining the rank of major. During 12 years of active-duty service, Howze excelled in various capacities, including field artillery and the Judge Advocate General’s Corps.

Holds a bachelor’s degree from the University of Michigan-Dearborn, a JD from the University of Michigan Law School, and an MBA from the Fuqua School of Business at Duke University

Business Experience:

Former Senior Advisor, Office of the Chairman at Deere

Former Group President, Lifecycle Solutions and Chief Administrative Officer

Former Senior Vice President and Chief Administrative Officer

Former Vice President of Global Human Resources and Employee Communications

Former Manager of Business Development, Ag & Turf division

Former Associate General Counsel and Corporate Secretary

Other Board Experience:

Nationwide Mutual Insurance Company

Lincoln Electric Holdings, Inc.

Michael F. Johnston

Lead Independent Director; Independent Director Nominee

Director since: 2013

Age: 76

Committees:  Compensation, Governance and Nominating (Chair)

Skills and Qualifications:

Brings industry insight, financial expertise and leadership experience garnered from his more than two decades on the boards of global companies

Served as CEO of an $18 billion global manufacturer

Mr. Johnston also brings valuable corporate governance perspectives from his prior board service, including as a lead Director and Chair of other major public companies

Brings deep operations experience, which has helped him gain knowledge and a deep understanding in manufacturing, design, innovation, engineering, accounting and finance and capital structure

Brings nearly two decades of experience in building businesses in emerging economies

Bachelor’s degree in industrial management from the University of Massachusetts and an MBA from Michigan State University

Business Experience:

Former CEO and President of Visteon Corporation (“Visteon”)

Former Chief Operating Officer of Visteon

Former President of North America/Asia Pacific, Automotive Systems Group, of Johnson Controls, Inc. (“Johnson Controls”)

Former President of Americas Automotive Group of Johnson Controls

Other Board Experience:

Former Chairman and Director of Visteon

Former Director of Armstrong World Industries, Armstrong Flooring, Inc., Flowserve Corporation, and Whirlpool Corporation

Michael Manley

Independent Director Nominee

Director since: 2023

Age: 60

Committees:  Audit, Finance

Skills and Qualifications:

Currently the Chief Executive Officer of AutoNation, Inc., the largest automotive retailer in the United States

Successfully managed a wide array of business models over his career

Extensive knowledge of manufacturing operations and supply chains, multi-national business management, capital markets, and mergers and acquisitions

MBA from Ashridge Management College and a Bachelor of Science in engineering from Southbank University

Business Experience:

Chief Executive Officer AutoNation, Inc.

Former head of Americas and member of the Group Executive Council for Stellantis N.V.

Former Chief Executive Officer of Fiat Chrysler Automobiles N.V. (“FCA”), a predecessor to Stellantis N.V.

Former Executive Vice President – International Sales & Marketing, Business Development and Global Product Planning Operations

Former Chief Executive Officer of Jeep

Former Chief Executive Officer of Ram

Former Chief Operating Officer for the Asia Pacific region

Former FCA Global Executive Council member

Other Board Experience:

AutoNation, Inc.

Danita Ostling

Independent Director Nominee

Director since: 2023

Age: 63

Committees:  Audit

Skills and Qualifications:

Brings extensive expertise in accounting and auditing, with significant experience consulting on complex accounting issues for large global companies and ESG reporting

Certified public accountant (“CPA”), bringing subject matter knowledge with respect to accounting and audit standards, risk management and compliance, and evaluation of cybersecurity breaches and potential accounting and financial controls impacts

Holds a bachelor’s degree in accounting from the University of Arkansas at Little Rock

Business Experience:

Former partner and senior leader at Ernst & Young LLP (“EY”), serving in various leadership roles from 1999 until her retirement in 2021; and prior thereto, various positions with EY

Former Professional Practice Director, U.S. East Region

Former Americas IFRS Technical Leader

Former co-Director of Assurance Professional Practice – Accounting

Former Deputy Director of Global Assurance Professional Practice — Accounting

Former Vice President, Corporate Accounting Policy and Advisory Group at Citigroup, Inc.

Other Board Experience:

Director and Chair of Audit Committee of Circle Internet Financial Limited

Director and Audit Committee member of nVent Electric plc

Director and Chair of Audit Committee of Varsity Brands, Inc.

Eric A. Spiegel

Independent Director Nominee

Director since: 2017

Age: 66

Committees:  Audit, Finance (Chair)

Skills and Qualifications:

Experienced business leader with diversified, global experience who brings deep and valuable expertise in strategy development, corporate restructuring, portfolio management and M&A to our Board

40+ years of experience working with large, global companies in the energy and industrial markets, mostly recently as President & CEO of Siemens USA

At Siemens, he led strategic reviews across a portfolio of ~45 businesses in the company’s largest market with over $22 billion in revenue, 50,000 employees and over 60 manufacturing facilities

Participated in the acquisition, divestiture, joint venture and carve-out of over 30 business units and segments

Executed Siemens’ “Vision 2020” initiative to optimize growth and margins in the U.S., across all sectors

Prior to Siemens, Mr. Spiegel was a global consultant at Booz Allen Hamilton focused on complex organizations in the energy, power, chemical, water, industrial and automotive fields

At Booz, he worked with major energy clients globally on projects around corporate strategy, M&A, major capital projects, cost restructuring, margin enhancement and supply chain re-design and was also closely involved with the government sector

An expert on the global energy industry, Mr. Spiegel co-authored the book Energy Shift: Game-changing Options for Fueling the Future

Holds a bachelor’s degree in economics from Harvard University and an MBA from the Tuck School of Business at Dartmouth College

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 of Siemens USA

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

Former Associate, Energy and Industrials Practice, at Temple, Barker & Sloane, Inc. (now known as Oliver Wyman)

Former Marketing and Strategy Manager at Brown Boveri & Cie (now known as ABB), a Swiss group of electrical engineering companies

In connection with his position at Brighton Park Capital, Mr. Spiegel serves as Chair of Relatient, Inc.

Other Board Experience:

Director and Audit Committee Chair of Liberty Mutual Holding Company, Inc.

Director and Audit Committee Chair of Project Energy Reimagined Acquisition Corp.

Director of TeamBuilder LLC

Richard J. Tobin

Board Chair; Chief Executive Officer

Director since: 2016

Age: 60

Committees:  None

Skills and Qualifications:

Mr. Tobin is Dover’s current Board Chair and CEO.

Has a broad range of industry and functional experiences acquired through regional and global leadership positions

Former CEO of CNH Industrial, a complex international industrial company, where he led efforts to increase efficiencies, innovate through new technologies, expand geographically, and maximize the company’s portfolio of businesses

Gained extensive experience in international finance, operations, management, and information technology in his prior roles

Developed deep expertise with global capital markets through his international finance leadership roles

Prior to beginning his business career, Mr. Tobin was an officer in the United States Army

Member of the Board of Trustees of the John G. Shedd Aquarium in Chicago

Formerly served on the U.S. Chamber of Commerce Board of Directors, and is a former member of the Business Roundtable

Holds a bachelor of arts from Norwich University and an MBA from Drexel University

Business Experience:

President and CEO of Dover

Former CEO of CNH Industrial NV (“CNH Industrial”)

Former Group Chief Operating Officer of Fiat Industrial S.p.A

Former President and CEO of CNH Global NV

Former CFO of CNH Global NV

Former Chief Finance Officer & Head of Information Technology of SGS Group

Former Chief Operating Officer for North America of SGS Group

Other Board Experience:

Director of KeyCorp.

Former director of CNH Industrial

Keith E. Wandell

Independent Director Nominee

Director since: 2015

Age: 74

Committees:  Compensation (Chair), Finance

Skills and Qualifications:

Mr. Wandell brings to the Board the valuable perspective of a strategic, experienced leader with a strong record focused on growth, profitability, international expansion and innovation.

Has over 30 years of experience in diversified manufacturing businesses, most recently as the former Chairman and CEO of Harley-Davidson, Inc. (“Harley-Davidson”) where he led transformation efforts across the company’s product development, manufacturing and retail functions, focused on international expansion and implemented a restructuring plan

Prior to joining Harley-Davidson, Mr. Wandell served as President and Chief Operating Officer of Johnson Controls, Inc. (“Johnson Controls”) and helped manage the company’s entry into the Chinese car-battery market as well as its subsequent joint venture with China’s largest battery manufacturer

Gained valuable insights into the effective development of executive leadership capabilities and strong corporate cultures through his experience as a senior leader at various companies

Served on the boards of four other public companies, including the two on which he currently serves

Holds a bachelor’s degree in business administration from Ohio University and an MBA from the University of Dayton

Business Experience:

Former President and CEO of Harley-Davidson

Former President and Chief Operating Officer of Johnson Controls

Former Executive Vice President of Johnson Controls

Former Corporate Vice President of Johnson Controls

Former President of the Automotive Experience business of Johnson Controls

Former President of the Power Solutions business of Johnson Controls

Other Board Experience:

Director of Dana Incorporated

Former Director of Constellation Brands, Inc. and Clarcor, Inc.

Former Chairman of Harley-Davidson

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.

•   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 consistently return cash to shareholders by paying dividends, which have increased annually over each of the last 68 years.

•   We also undertake opportunistic share repurchases as part of our capital allocation strategy.

•   We made approximately $193 million in capital expenditures in 2023, representing 2.3% of revenue, and $221 million in capital expenditures in 2022, representing 2.6% of revenue, in line with our priority of organic reinvestment to grow and strengthen our existing businesses.

•   We employ a prudent financial policy to support our capital allocation strategy, which includes maintaining an investment grade credit rating.

Portfolio

Management

•   Businesses in our portfolio are continually evaluated for strategic fit.

•   We seek to deploy capital in 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.

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.

•   Our entrepreneurial culture depends upon an inclusive approach that values employees’ diversity and contributions.

•   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.

•   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.

•   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, and independence. The recent appointments of Danita Ostling and Marc Howze demonstrate our commitment to active Board refreshment.

•   The full Board is briefed on enterprise-wide cybersecurity risk management and the overall cybersecurity risk environment, and oversees major tasks related to cybersecurity risk management, periodically reviews our response capabilities, and meets with the 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

and

Nominating
Committee

Finance

Committee

 DEBORAH L. DEHAAS

✓

 H. JOHN GILBERTSON, JR.

✓

 KRISTIANE C. GRAHAM

✓

✓

 MARC A. HOWZE

✓

 MICHAEL F. JOHNSTON

 MICHAEL MANLEY

✓

 DANITA K. OSTLING

✓

 ERIC A. SPIEGEL

✓ (Chair)

 RICHARD J. TOBIN

 STEPHEN M. TODD*

✓ (Chair)

 KEITH E. WANDELL

✓ (Chair)

✓

 MEETINGS HELD IN 2023

5

5

Mr. Todd is not standing for re-election and will retire from the Board effective as of the Annual Meeting, at which time the size of our Board will be reduced to ten members.

Audit Committee

 Stephen M. Todd (Chair) 

 Deborah L. DeHaas

 Marc. A Howze

 Michael Manley

 Danita K. Ostling

 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

 Michael F. Johnston

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 2012 Equity and Cash Incentive Plan (the “2012 LTIP”), 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

 Michael F. Johnston (Chair)

 Deborah L. DeHaas

 H. John Gilbertson, Jr.

 Kristiane C. Graham

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.

• Our Board has 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 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.

Elimination of
Super-majority Provisions

• All of the supermajority voting provisions in our charter were eliminated in 2019.

• Our Board periodically reviews committee composition and chair positions, seeking the appropriate blend of continuity and fresh perspectives on committees.

• 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.

• 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 focus on continuing to deliver long-term value to shareholders despite challenging market environments.

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.

Diversity &

Inclusion

•   We discussed how we are taking a thoughtful approach to developing a center-led approach to human capital management and diversity and inclusion.

•   Shareholders expressed appreciation for continued transparency on the sustainability portion of our website regarding workforce demographics (gender, ethnicity, age) and our decision to disclose publicly our EEO-1 workforce demographic data.

ESG

•   We discussed that we continued to report progress against our science-based targets to reduce our GHG emissions, and our continuing to report progress against our goal of reducing TRIR by 40% by 2025 (from a 2019 baseline year).

•   We discussed that, in 2023, we continued to provide detailed disclosure of progress on our ESG goals, continued to refresh our sustainability website and continue to publish against key frameworks (SASB and GRI).

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 ensures continued alignment with our strategy and performance. In addition, they expressed support for continuing to include the effective oversight and management of ESG matters as a strategic objective for our CEO under the AIP.

Corporate

Governance

•   Our shareholders continued to express their broad support for our governance practices and shareholder rights, including special meeting right, use of annual director elections, Board independence, and thoughtful and active refreshment process.

•   Many of our shareholders expressed appreciation of the Board’s recent adoption of an amendment to the Governance and Nominating Committee’s charter to provide for oversight of Dover’s practices on political contributions and lobbying expenses.

% of Outstanding Shares
Outreached /Engaged

 2024 

Ongoing

✓  Currently engaging with shareholders on corporate governance, executive compensation and sustainability ahead of the 2024 Annual Meeting

2023

54% / 27%

✓  Continued to maintain a refreshed and diverse board by appointing three directors, including one female director and one director who is ethnically diverse

✓  Adopted a cash severance policy

✓  Made several ESG accomplishments including:

✓  Completing our initial set of diversity & inclusion goals

✓  Disclosing our EEO-1 workforce demographic data

2022

63% / 39%

✓  Made several ESG accomplishments including:

✓  Completing one diversity & inclusion goal and staying on track to complete the other

✓  Continuing to disclose progress against GHG emissions goals and TRIR reduction goals

✓  Amending 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 diverse board by appointing an additional female 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 diversity & inclusion 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%

✓  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 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%

✓  Launch of governance-focused shareholder engagement program

2014

- / -

✓  Adoption of special meeting right

FOR 2023, NON-EMPLOYEE DIRECTOR COMPENSATION WAS AS FOLLOWS:

Annual retainer of $285,000, payable $165,000 in common stock and $120,000 in cash

Audit Committee Chair — additional annual cash retainer of $30,000

Compensation Committee Chair — additional annual cash retainer of $20,000

Governance and Nominating Committee Chair and Finance Committee Chair — additional annual cash retainer of $15,000

Board Chair — additional annual retainer of $170,000, payable $130,000 in cash and $40,000 in common stock

NAME

FEES EARNED

OR PAID

IN CASH ($)(1)

STOCK

AWARDS ($)(2)

TOTAL

($)

DEBORAH L. DEHAAS

120,000

165,069

285,069

H. JOHN GILBERTSON, JR

120,000

165,069

285,069

KRISTIANE C. GRAHAM

120,000

165,069

285,069

MARC A. HOWZE

19,397

26,656

46,053

MICHAEL F. JOHNSTON

259,877

205,052

464,929

MICHAEL MANLEY

107,178

147,438

254,616

DANITA K. OSTLING

49,644

68,304

117,948

ERIC A. SPIEGEL

135,000

165,069

300,069

STEPHEN M. TODD

150,000

165,069

315,069

STEPHEN K. WAGNER

67,500

66,083

133,583

KEITH E. WANDELL

140,000

165,069

305,069

MARY A. WINSTON

60,000

66,083

126,083

Amounts include the standard annual cash retainer, the Chair’s additional cash retainer, and the additional annual cash retainer for committee Chairs earned or paid in 2023. Ms. Winston and Mr. Wagner retired from the Board effective as of the 2023 Annual Meeting. Mr. Manley, Ms. Ostling and Mr. Howze were first elected to the Board on, respectively, February 9, 2023, August 3, 2023, and November 3, 2023. Their compensation reflects their partial year of service. Mr. Johnston was elected Chair of the Governance and Nominating Committee in May 2023 and earned a pro rata portion of the additional annual cash retainer as Chair of that committee.

On November 15, 2023, each of Messrs. Gilbertson and Wandell received 1,189 shares of common stock with an aggregate grant date fair market value of $165,069; Ms. Ostling received 492 shares of common stock with an aggregate grant date fair market value of $68,304; Messrs. Spiegel, Todd and Mses. Graham and DeHaas each received 1,189 deferred stock units with an aggregate grant date fair market value of $165,069; Mr. Howze received 192 deferred stock units with an aggregate grant date fair market value of $26,655; Mr. Manley received 1,062 deferred stock units with an aggregate grant date fair market value of $147,437, and Mr. Johnston received 1,477 deferred stock units with an aggregate grant date fair market value of $205,052, which included his additional compensation as Board Chair.

The Audit Committee is composed of directors who, in the opinion of the Board, are independent and financially literate under NYSE rules and all of whom, with the exception of Mr. Howze, qualify as audit committee financial experts as defined by the SEC. Information concerning the credentials of the Audit Committee members can be found in the section of this proxy statement entitled “Proposal 1 — Election of Directors”.

The Audit Committee operates under a written charter adopted by the Board and available on Dover’s website. The Audit Committee assists the Board in overseeing the quality and integrity of Dover’s financial statements, compliance with legal and regulatory requirements, the qualifications, performance and independence of the independent auditors, and the performance of the internal audit function.

Among other things, the Audit Committee appoints the Company’s independent auditors and is directly involved in the selection of the lead audit engagement partner, discusses with the internal audit function and independent auditors the overall scope and plans for their respective audits, reviews the Company’s accounting policies and system of internal controls, reviews significant financial transactions, discusses with management and with the Board processes relating to risk management, pre-approves audit and permissible non-audit services provided by the independent auditors, and approves all fees paid to the independent auditors for such services.

For 2023, the Audit Committee engaged the independent registered public accounting firm PwC as Dover’s independent auditor. In selecting PwC, the Audit Committee considered, among other things: the experience and qualifications of the lead audit partner and other senior members of the PwC team; PwC’s historical performance on Dover’s audit and the quality of its communications with the Audit Committee; the results of the most recent internal quality control review or Public Company Accounting Oversight Board (“PCAOB”) inspection; PwC’s independence; its reputation for integrity and competence in the fields of accounting and auditing; the appropriateness of its fees; and its tenure as Dover’s independent auditors, including its understanding of the Company’s global businesses, accounting policies and practices, and internal control over financial reporting.

The Audit Committee discussed with PwC the overall scope and plans for the audit of Dover’s 2023 financial statements. The Audit Committee met with PwC, with and without management present, to discuss the results of PwC’s examination, their assessment of internal controls and the overall quality of financial reporting.

The Audit Committee reviewed and discussed, with both the management of Dover and PwC, Dover’s 2023 audited financial statements, including a discussion of critical accounting policies, the quality, not just the acceptability, of the accounting principles followed, the reasonableness of significant judgments reflected in such financial statements and the clarity of disclosures in the financial statements. The Audit Committee met a total of eight times in 2023 and 2024 to discuss 2023 quarterly and full-year financial results and related disclosures.

The Audit Committee has received the written disclosures and the Rule 3526 letter from PwC required by the applicable requirements of PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, and discussed with PwC its independence, including the impact of any relationships or permitted non-auditing services on PwC’s independence. The Audit Committee also discussed with PwC the matters required to be discussed under PCAOB Auditing Standard No. 1301. The Audit Committee has also received written materials addressing PwC’s internal control procedures and other matters required by NYSE listing standards.

Based upon the review and discussions referred to above, the Audit Committee recommended that the audited financial statements for the year ended December 31, 2023, be included in Dover’s Annual Report on Form 10-K.

Audit Committee:

Stephen M. Todd (Chair)

Deborah L. DeHaas

Marc A. Howze

Michael Manley

Danita K. Ostling

Eric A. Spiegel

This report does not constitute “soliciting material” and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent we specifically incorporate this report by reference and shall not otherwise be deemed filed under such Acts.

2023

2022

AUDIT FEES

$

6,943,000  

$

6,367,600  

AUDIT-RELATED FEES

$

29,789  

$

2,533  

TAX FEES

$

15,945  

$

39,078  

ALL OTHER FEES

$

4,880  

$

5,400  

TOTAL

$

    6,993,614  

$

    6,414,611  

RICHARD J. TOBIN

President & CEO

BRAD M. CEREPAK

Senior Vice President & CFO

GIRISH JUNEJA

Senior Vice President & Chief Digital Officer

IVONNE M. CABRERA

Senior Vice President & General Counsel

KIMBERLY K. BORS

Senior Vice President & Chief Human Resources Officer

Delivered GAAP earnings per share of $7.52, up 1% compared to the prior year, and adjusted earnings per share of $8.80, up 4% compared to the prior year.

Increased our quarterly dividend, marking our 68^th consecutive year of dividend increases.

Acquired two businesses for a total of $535.3 million, net of cash acquired and including contingent consideration, which complement and expand upon our existing operations.

Entered into a definitive agreement to sell our De-Sta-Co business, which we expect to complete by the end of the first quarter of 2024, as part of the regular review of our portfolio. This transaction will allow us to concentrate our efforts and capital deployment on growing core platforms.

Generated cash flow provided by operating activities of $1,336.3 million, and free cash flow of $1,143.8 million, representing 14% of revenue.

Continued to evolve our operating model to include center-led value capture from digital opportunities, and continued to invest in growth and productivity initiatives, including automation, capacity expansion, and the implementation of common corporate systems and measurement tools.

Took proactive action to balance production in line with demand trends and position us for forecasted 2024 demand.

Definitions and reconciliations of non-GAAP measures are included at the end of this proxy statement.

Financial metrics that are clearly linked to the creation of shareholder value: adjusted earnings and three-year relative TSR.

A focus on our business strategy to ensure our long-term compensation program aligns the interests of our executives with those of our shareholders by placing an emphasis on performance-based stock compensation.

An annual review by our Compensation Committee of executive compensation levels and the components of our program.

A reference to the median of our peer group for total direct compensation, with consideration for internal pay equity, sustained performance, specific responsibilities, and experience with comparable market talent.

Total compensation opportunities designed so that the large majority of compensation is variable and at-risk based on financial, strategic, operational, and share price performance.

An annual cash bonus plan (the AIP) designed to reward annual financial performance and the attainment of well-defined strategic objectives that the Board believes will assure the long-term success of Dover.

Executive benefits and programs that are consistent with those offered to other employees. We provide no substantial executive perquisites, nor do we own or operate any corporate aircraft.

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