Amphenol Corp. files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: APH · Form: DEF 14A · Filed: 2024-04-08T00:00:00.000Z

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Stock Plan

TL;DR

<b>Amphenol Corporation's 2024 Proxy Statement details the agenda for the May 16th Annual Meeting, including director elections, stock plans, executive compensation votes, and auditor ratification.</b>

AI Summary

AMPHENOL CORP /DE/ (APH) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. Amphenol Corporation will hold its 2024 Annual Meeting of Stockholders on May 16, 2024, at 11:00 a.m. ET in Wallingford, CT. The agenda includes the election of nine directors, approval of the 2024 Restricted Stock Plan for Directors, and ratification of Deloitte & Touche LLP as independent auditors. Stockholders will also vote on advisory approval of executive compensation and an amendment to the Restated Certificate of Incorporation regarding officer exculpation. A stockholder proposal, if properly presented, will also be voted on. Proxy materials, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.edocumentview.com/APH.

Why It Matters

For investors and stakeholders tracking AMPHENOL CORP /DE/, this filing contains several important signals. This filing provides shareholders with the necessary information to participate in the annual meeting, including details on director nominees, compensation plans, and corporate governance matters. The meeting agenda covers key decisions such as electing the board of directors, approving stock plans, and ratifying the company's auditors, all of which are critical for shareholder oversight and company direction.

Risk Assessment

Risk Level: — AMPHENOL CORP /DE/ shows moderate risk based on this filing. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes requiring urgent attention.

Analyst Insight

Review the director nominees and executive compensation proposals to make informed voting decisions at the upcoming annual meeting.

Key Numbers

Key Players & Entities

FAQ

When did AMPHENOL CORP /DE/ file this DEF 14A?

AMPHENOL CORP /DE/ filed this Proxy Statement (DEF 14A) with the SEC on April 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by AMPHENOL CORP /DE/ (APH).

Where can I read the original DEF 14A filing from AMPHENOL CORP /DE/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by AMPHENOL CORP /DE/.

What are the key takeaways from AMPHENOL CORP /DE/'s DEF 14A?

AMPHENOL CORP /DE/ filed this DEF 14A on April 8, 2024. Key takeaways: Amphenol Corporation will hold its 2024 Annual Meeting of Stockholders on May 16, 2024, at 11:00 a.m. ET in Wallingford, CT.. The agenda includes the election of nine directors, approval of the 2024 Restricted Stock Plan for Directors, and ratification of Deloitte & Touche LLP as independent auditors.. Stockholders will also vote on advisory approval of executive compensation and an amendment to the Restated Certificate of Incorporation regarding officer exculpation..

Is AMPHENOL CORP /DE/ a risky investment based on this filing?

Based on this DEF 14A, AMPHENOL CORP /DE/ presents a moderate-risk profile. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes requiring urgent attention.

What should investors do after reading AMPHENOL CORP /DE/'s DEF 14A?

Review the director nominees and executive compensation proposals to make informed voting decisions at the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does AMPHENOL CORP /DE/ compare to its industry peers?

Amphenol Corporation operates in the electronic connectors industry, a sector critical for various electronic devices and systems.

Are there regulatory concerns for AMPHENOL CORP /DE/?

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Amphenol Corporation operates in the electronic connectors industry, a sector critical for various electronic devices and systems.

Regulatory Implications

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Understand the details of the 2024 Restricted Stock Plan for Directors.
  3. Evaluate the advisory vote on executive compensation.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement, typically filed annually to provide shareholders with information for the annual meeting.

Filing Stats: 4,462 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-04-08 09:45:21

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 3

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 4 Delinquent Section 16(a) Reports Proposal 1. Election of Nine Directors 5 Director Nominees 6 Board at a Glance 15 The Board of Directors and the Committees of the Board 16 Governance Principles 16 Director Independence 16 Leadership Structure 16 Board of Directors Summary Information 17 Director Selection Process; Board Diversity 18 Committees 18 Meetings of the Board and Committees 21 Risk Oversight 21 Cybersecurity Governance 22 Human Capital Management and Culture Oversight 22 Oversight of ESG Matters 23 Director Compensation for the 2023 Fiscal Year 24 Communications with the Board of Directors 25 Board Member Attendance at Annual Meeting of Stockholders 25 Proposal 2. Ratification and Approval of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation 26 Executive Officers Who are not Directors 29 Report of the Audit Committee 31 Audit and Non-Audit Fees 32 Pre-Approval of Auditor Services 32 Hiring Restrictions on Former Employees of Auditor 32 Proposal 3. Ratification of the Selection of Independent Public Accountants 33 Compensation Discussion & Analysis 34 Overview of Compensation 34 Say on Pay 34 The Compensation Committee 34 Role of Compensation Consultant in Compensation Decisions 35 Role of Executive Officers in Compensation Decisions 35 Philosophy and Objectives of Compensation Program 35 Elements of Compensation Program 35 Base Salary 36 i TABLE OF CONTENTS Performance-Based Incentive Plans 36 Stock Option Plans 38 Insurance Benefits 38 Retirement Benefits 38 Perquisites/Other 39 Compensation of Named Executive Officers 39 Company Performance 39 Pay Mix 40 CEO Compensation 41 Other Named Executive Officers' Compensation 42 Compensation Committee Report 45 Summary Compensation Table 46 Employ

Executive Compensation

Executive Compensation At the 2023 Annual Meeting of Stockholders, the Company's stockholders cast a non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement for that meeting. The Company's stockholders overwhelmingly approved the proposal with 90% of the shares voted being cast in favor of the proposal. These programs and policies remain unchanged, as described in detail beginning on page 34. The Company's core management compensation program includes base salary, an annual incentive plan payment opportunity, an annual stock option award (with 20% vesting each year over a five-year period), insurance benefits and retirement benefits. The compensation program for the named executive officers emphasizes at-risk, performance-based elements. Fixed compensation elements, including base salary, retirement benefits and other compensation are designed to be market competitive for purposes of retention, and to a lesser extent, recruitment. However, it is intended that a larger part of the named executive officers' compensation be geared to reward performance that generates long-term shareholder value. For the Company's Chief Executive Officer, fixed compensation elements including salary and "all other compensation" (which includes retirement benefits) comprised approximately 17% of his total 2023 compensation. His at-risk compensation linked to increasing shareholder value comprised approximately 83% of his total 2023 compensation. These at-risk elements include stock options granted with an exercise price equal to the closing price of the Company's common stock on the date of grant which only generate value if the Company's share price increases after the grant date. The other at-risk compensation is annual incentive plan compensation which historically has not paid out if year-over-year Adjusted Diluted EPS declines and rewards the Chief Executive Officer for growth in Company revenues and A

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS Listed in the following table are those stockholders known to Amphenol to be the beneficial owners of more than five percent of the Company's outstanding Common Stock as of December 31, 2023. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 73,135,372 (1) 12.2 % FMR LLC. 245 Summer Street Boston, MA 02210 55,887,537 (2) 9.3 % BlackRock, Inc. 50 Hudson Yards New York, NY 10001 48,850,262 (3) 8.2 % (1) The Schedule 13G/A filed by such beneficial owner on February 13, 2024 for the year ended December 31, 2023 indicates that it has (i) sole voting power over 0 shares, (ii) shared voting power over 751,905 shares, (iii) sole dispositive power over 70,690,244 shares and (iv) shared dispositive power over 2,445,128 shares. (2) The Schedule 13G/A filed by such beneficial owner on February 9, 2024 for the year ended December 31, 2023 indicates that it has (i) sole voting power over 53,299,613 shares, (ii) shared voting power over 0 shares, (iii) sole dispositive power over 55,887,537 shares and (iv) shared dispositive power over 0 shares. (3) The Schedule 13G/A filed by such beneficial owner on January 25, 2024 for the year ended December 31, 2023 indicates that it has (i) sole voting power over 44,756,913 shares, (ii) shared voting power over 0 shares, (iii) sole dispositive power over 48,850,262 shares and (iv) shared dispositive power over 0 shares. 3 TABLE OF CONTENTS

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS Set forth below is certain information with respect to beneficial ownership of the Company's Common Stock as of March 18, 2024 by each director, the named executive officers (listed in the Summary Compensation Table on page 46) and by all executive officers and directors of the Company as a group. Except as otherwise noted, the individuals listed in the table below have the sole power to vote or transfer the shares reflected in the table. Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Nancy A. Altobello 6,876 (1) * Lance E. D'Amico 515,500 (2) * William Doherty 417,172 (2) * David P. Falck 44,852 (1) * Edward G. Jepsen 491,776 (1) * Craig A. Lampo 1,674,000 (3) * Rita S. Lane 9,878 (1) * Robert A. Livingston 61,495 (1) * Martin H. Loeffler 666,822 (1) * R. Adam Norwitt 5,118,742 (4) * Prahlad Singh 3,143 (1) * Luc Walter 885,812 (2) * Anne Clarke Wolff 18,032 (1) * All executive officers and directors of the Company as a group (15 persons) 10,950,100 1.8 % * Less than one percent. (1) The share ownership amounts include 4,501, 42,477, 489,401, 7,503, 59,120, 768 and 15,657 shares, which are owned directly by the following directors: Altobello, Falck, Jepsen, Lane, Livingston, Singh and Wolff, respectively; and 664,447 shares which are held in trusts over which Mr. Loeffler has sole voting power. This table also includes 2,375 shares of phantom stock owned by each of the directors, all of which vest within 60 days of March 18, 2024. (2) The share ownership amounts include 25,700 and 198,640 shares owned directly by Messrs. D'Amico and Walter, respectively. The share ownership amounts also include 489,800, 417,172 and 687,172 shares, which are not owned by Messrs. D'Amico, Doherty and Walter, respectively, but which would be issuable upon the exercise of stock options

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