2018 Guide to Effective Proxies
6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 422 DOVER CORPORATION COMPENSATION DISCUSSION AND ANALYSIS The following chart demonstrates the variability of the CEO’s compensation, and the relationship between CEO pay and our performance over time, consistent with our pay-for-performance philosophy. 20% 30% 40% 50% 60% 70% 80% $6,000 $8,000 $10,000 $12,000 $14,000 CEO Compensation and TSR Performance(1) CEO Total Pay (000's) 3yr TSR% TSR Peer Rank % -10% 0% 10% $0 $2,000 $4,000 2013 2014 2015 2016 2017 (1) The CEO’s total pay included in the chart represents the amount of compensation reported in the “Total” column, minus the amount reported in the “Changes in Pension Value and Nonqualified Deferred Compensation Earnings” column, as applicable, in the Summary Compensation Table for each year. (2) Three-year Total Shareholder Return (“TSR”) data was not available for Fortive Corporation (“Fortive”), so it is not included in the 2016 or 2017 TSR Peer Rank %. For a discussion of the elements of our executive compensation program, including incentive-based pay, see “Elements of Executive Compensation — Long-Term Incentive Compensation.” 2017 Say-on-Pay Advisory Vote and Shareholder Outreach 96% Say on Pay support | 53% Shares Outstanding Contacted | 33% Shares Engaged In 2017, our executive compensation program received 96% approval from our shareholders, which was the same level of support received in 2016, signifying shareholders’ ongoing approval of our compensation program. In 2017, we continued our shareholder engagement program. We reached out to holders of over 53% of our outstanding shares and met or spoke with governance professionals and portfolio managers at investors holding approximately 33% 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. Our investors told us they believe Dover’s pay practices are aligned with our pay-for-performance philosophy. The Board appreciated the feedback it received, particularly regarding shareholder opinions on our metrics and the rigor of our target selection. The Compensation Committee will continue to consider this feedback, as well as the results from future shareholder advisory votes, in its ongoing evaluation of executive compensation programs and practices at Dover. CEOCompensationandTSRPerformance(1) DOVER CORPORATION – 2018 Proxy Statement 37 Total of 07 pages in section
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