Governance and Accountability

Our Board of Directors (our “Board”) is committed to sound governance practices. Our governance framework serves as the strong foundation for our commitment to promoting the long-term interests of our shareholders, sustaining the valued trust of our employees and customers, and acting as a responsible corporate citizen in the communities where we operate.

Dover’s Board of Directors

Our Board is responsible for overseeing our long-term strategic development and managing the principal and most significant risks that we face. These risks include those related to environmental, social, and governance (“ESG”) matters. In carrying out this duty, our Board advises senior management to help drive long-term value creation for our shareholders.

We have an independent leader of the Board, and all directors are independent, other than our Chief Executive Officer (“CEO”). The Board’s robust oversight process is enhanced by the comprehensive and varied expertise and experiences represented by our directors’ backgrounds and skillsets. The Board’s Audit Committee, Compensation Committee, Governance and Nominating Committee, and Finance Committee each consist entirely of independent directors.

For more information about our corporate governance policies, please visit our Governance webpage and most recent proxy statement.

ESG Oversight

Our Board oversees our ESG strategy and the incorporation of sustainability-related risks and opportunities into decision-making processes across all our portfolio companies. 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. The full Board receives an ESG update at least annually. Additionally, directors receive regular briefings on each segment's operational performance, including productivity and safety.

In 2021, the Board approved setting science-based targets committing to reduce Dover’s operational greenhouse gas emissions 30% and Dover’s value chain emissions 15% by 2030 from a 2019 base year. As part of its continued focus on sustainability, the Board incorporates ESG oversight into our CEO’s annual performance and compensation evaluation as one of the CEO's strategic objectives. The Board also has oversight for a comprehensive enterprise risk management process, which identifies and manages risks, including any risks related to environmental and social issues.

To manage the ESG issues that impact our businesses, we established a cross-functional Sustainability Steering Committee (“SSC”) comprised of Dover corporate center, including our CEO, and operating company leaders to support our commitment to ESG matters. The Committee, with oversight from the Board, guides the development and implementation of our ESG strategy and initiatives. The SSC established climate, employee health and safety, and diversity and inclusion goals as part of our initial three-year ESG plan, which we completed in 2022. The SSC helps track progress against these goals and identifies opportunities for improved performance. The SSC has adopted a charter which sets forth principles for the governance of its activities. The SSC also considers water- and climate-related risks. The SSC aims to meet quarterly.

Board Selection, Composition, and Refreshment

Our Board selects individuals as 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, in connection with the other nominees to our Board, in collectively serving the long-term interests of all our shareholders. Whenever the Governance and Nominating Committee concludes that a new nominee to our Board is required or advisable, it considers recommendations from directors, management, shareholders, and, if deemed appropriate, consultants retained for that purpose.

The Board believes that board diversity is important to serving the long-term interests of shareholders. When considering diversity in director nominee selection, our Board 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. 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 diverse candidates, including diversity of gender and race or ethnicity.

Our active and engaged Board maintains a robust refreshment process, which focuses on ensuring our Board has a diverse skillset that benefits from both the industry- and company-specific knowledge of our longer-tenured directors, as well as the fresh perspectives brought by our newer directors.

Governance Highlights

  • Independent Board Leadership
  • All directors are independent, other than our CEO
  • Diversity search policy for external director and CEO searches conducted by third-party search firms
  • 15% ownership threshold required to call a special meeting of shareholders
  • Annual election of directors
  • Majority voting for directors and director resignation policy in uncontested elections
  • Comprehensive annual individual evaluations of one-third of directors
  • Robust succession planning
  • Executive compensation program driven by pay-for-performance philosophy

Shareholder Engagement

We have a proactive shareholder engagement program designed to solicit input from shareholders on matters such as our corporate governance structure, executive compensation program, and sustainability initiatives. As part of this effort, we have a long history of being responsive to our shareholders.

In 2022, we continued our focus on regularly engaging with our shareholders. We reached out to holders of approximately 63% of our shares outstanding and engaged with governance professionals and portfolio managers at investors holding approximately 39% of our shares outstanding. Our shareholder engagement team included members of senior management. Engagement provides our Board with valuable insights into our shareholders’ views, and we plan to continue to actively engage with our shareholders on a regular basis to understand and consider their perspectives.