8-KLeadership ChangesExhibits & Filings

DOVER Corp 8-K Report, Executive Changes (Mar 20, 2018)

Filed March 20, 2018For Securities:DOV

Summary

Dover Corporation (DOV) has announced a significant leadership transition, with President and CEO Mr. Livingston retiring effective April 30, 2018, after a nine-year tenure. The Board has appointed Richard J. Tobin as the new President and CEO, effective May 1, 2018. Mr. Tobin, who has been a director since 2016, brings extensive executive experience from global manufacturing and industrial companies, including CNH Industrial N.V. and Fiat Industrial S.p.A. Investors should note the comprehensive employment agreement for Mr. Tobin, detailing a substantial compensation package including a $1.2 million base salary, a target annual bonus of 125% of salary, and significant equity awards totaling at least $7 million annually, plus a $19 million sign-on equity grant. The agreement also outlines severance provisions and post-termination restrictive covenants. The retirement of Mr. Livingston will not result in additional compensation beyond his existing plan entitlements, though specific equity awards will vest pro-rata.

Key Highlights

  • 1Dover Corporation announces CEO retirement of Mr. Livingston, effective April 30, 2018.
  • 2Richard J. Tobin appointed as the new President and CEO, effective May 1, 2018.
  • 3Mr. Tobin brings substantial executive experience from CNH Industrial and Fiat Industrial.
  • 4Mr. Tobin's compensation package includes a $1.2M base salary, 125% target bonus, and annual equity grants valued at no less than $7M.
  • 5A significant sign-on equity grant of $19 million (performance shares and RSUs) is awarded to Mr. Tobin.
  • 6Employment agreement includes severance provisions and post-termination non-compete/non-solicitation clauses.
  • 7Mr. Livingston will retire with benefits consistent with existing company plans, including pro-rata equity vesting.

Frequently Asked Questions

This 8-K filing primarily announces a change in leadership at Dover Corporation, specifically the retirement of the current President and CEO, Mr. Livingston, and the appointment of Mr. Richard J. Tobin as his successor.

Mr. Tobin has a strong track record as a CEO and executive in the global industrial and manufacturing sectors, most recently leading CNH Industrial N.V. He has served as a director of Dover Corporation since 2016, indicating familiarity with the company. His extensive experience is likely a key factor in his selection to lead Dover.

Mr. Tobin's compensation includes an initial annual base salary of $1,200,000, a target annual bonus of 125% of his base salary, and annual equity grants with a fair value of at least $7 million. He also receives a substantial one-time sign-on equity grant valued at $19 million, and a $1 million make-whole cash payment under certain conditions.

Mr. Livingston will retire effective April 30, 2018, and will not receive any compensation or benefits beyond what he is already entitled to under existing company plans and agreements. He is eligible for retirement treatment under the LTIP, allowing for continued vesting of certain equity awards on a pro-rata basis.