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 polices, 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 its overall strategic decision-making process across all of 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. Directors receive periodic updates on company-wide energy and carbon performance against targets, and are regularly briefed on each segment's operational performance including productivity and safety performance. 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 established a comprehensive enterprise risk management process to identify and manage risks, including any risks related to environmental and social issues. The Board may in the future establish a subcommittee of directors to have primary oversight responsibility over ESG.

To manage the ESG issues that impact our businesses, we established a cross-functional Sustainability Steering Committee (“SSC”) comprised of Dover corporate and operating company leaders to oversee our sustainability strategy, initiatives, target-setting, performance, and reporting. The SSC also considers water- and climate-related risks. The SSC meets at least four times per year and provides an update to the Board at least annually.

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 it deems appropriate, consultants retained for that purpose.

The Board believes that board diversity is important to serving the long-term interests of shareholders. In considering diversity in selecting director nominees, 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. 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 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
  • In 2020, adopted a diversity search policy for external director and CEO searches conducted by third-party search firms
  • In 2020, reduced ownership threshold required to call special meeting from 25% to 15%
  • Annual election of directors
  • Majority voting for directors
  • 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 2021, we continued our focus on regularly engaging with our shareholders. We reached out to holders of approximately 58% of our shares outstanding, and engaged with governance professionals and portfolio managers at investors holding approximately 36% 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.