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 sustainability matters. In carrying out this duty, our Board advises senior management to help drive long-term value creation for our shareholders.

Our Board has leadership that is independent from management, by way of a Lead Independent Director, and all directors are independent other than our Chair of the Board and 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.

Sustainability Oversight

Our Board oversees our sustainability 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 sustainability issues, including those related to climate change, health and safety, inclusion and engagement, ethics and compliance, and long-term environmental protection. The full Board receives a sustainability 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 sustainability 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 sustainability 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 sustainability matters. The Committee, with oversight from the Board, guides the implementation of our sustainability strategy and initiatives, such as developing sustainability goals and monitoring performance toward goals. 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 generally 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.

In addition to ensuring our director nominees possess the core areas of expertise considered important by the Governance and Nominating Committee, our Board believes that diverse backgrounds, experiences, and perspectives enhance its decision-making and contribute to the success of Dover. In selecting director nominees, the Governance and Nominating Committee selects candidates who would increase the effectiveness of the Board, which includes consideration of each candidate’s experience, knowledge, backgrounds, skill, and tenure as compared to existing members of the Board. Our Board believes that diverse perspectives enhance its decision-making and contribute to the success of Dover.

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.

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 2024, we continued our focus on regularly engaging with our shareholders. We reached out to holders of approximately 62% of our shares outstanding and engaged with governance professionals and portfolio managers at investors holding approximately 42% of our shares outstanding. Our shareholder engagement team consists of members of senior management and has also included our Lead Independent Director from time to time. 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.