8-KLeadership Changes

DOVER Corp 8-K Report, Executive Changes (Feb 15, 2011)

Filed February 15, 2011For Securities:DOV

Summary

This 8-K filing from Dover Corporation (DOV) on February 15, 2011, details executive compensation actions taken on February 10, 2011. Key decisions include the awarding of 2010 annual cash bonuses, salary adjustments, and the establishment of long-term incentive compensation for key officers. These actions reflect the company's performance-based compensation philosophy, linking pay to both individual and company-wide objectives. The filing provides specific bonus amounts for top executives, including CEO Robert A. Livingston, and outlines the performance criteria used, such as earnings and personal objectives. It also details the approval of 2008 cash performance awards for a three-year period, with Mr. William W. Spurgeon, Jr. receiving a payout under this program. Furthermore, new grants for long-term incentives, including cash performance programs, stock appreciation rights, and restricted stock awards, were made to align executive interests with shareholder value over multi-year horizons.

Key Highlights

  • 12010 Annual Bonuses Awarded: Significant cash bonuses were granted to named executive officers based on achieving earnings and personal objectives set for 2010.
  • 2CEO Bonus: Robert A. Livingston, CEO, received the largest annual bonus of $2,100,000 for 2010.
  • 3CFO Salary Adjustment: Brad M. Cerepak, CFO, received a $50,000 salary increase for 2011 to align his compensation with company salary bands.
  • 42008 Long-Term Incentive Payout: William W. Spurgeon, Jr. received a payout of $831,344 under a cash performance program for the 2008-2010 performance period.
  • 5New Long-Term Incentive Grants: The company made new grants in cash performance programs, stock appreciation rights (SSARs), and performance shares for the 2011-2013 performance period.
  • 6Restricted Stock Awards Granted: Special restricted stock awards were given to Brad M. Cerepak (40,000 shares, vesting 2016) and David R. Van Loan (15,200 shares, vesting 2012), with the latter tied to retirement and a non-compete agreement.
  • 7Performance Metrics for LTIPs: Future long-term incentive payouts are tied to business unit internal total shareholder return (TSR) for cash performance awards and relative company TSR compared to a peer group for performance shares.

Frequently Asked Questions

The primary purpose of this 8-K filing was to disclose decisions made by Dover Corporation's Compensation Committee and independent directors regarding executive compensation for the fiscal year 2010 and the establishment of long-term incentive compensation for the upcoming performance period (2011-2013).

The 2010 annual bonuses were awarded under the Company's annual bonus plan and were based on the percentage achievement of earnings and personal objectives goals that were set at the beginning of 2010.

For cash performance awards, payout is based on the internal total shareholder return (TSR) of the participant's business unit. For performance shares, payout depends on Dover Corporation's total shareholder return (TSR) relative to its peer group over the 2011-2013 performance period.

David R. Van Loan, CEO and President of Dover Electronic Technologies, was awarded 15,200 shares of restricted stock vesting on February 10, 2012, as he nears retirement. This award is intended to retain his expertise during the integration of a pending acquisition and is conditioned on him signing a three-year non-compete agreement.