8-KLeadership ChangesExhibits & Filings

DOVER Corp 8-K Report, Executive Changes (Aug 11, 2021)

Filed August 11, 2021For Securities:DOV

Summary

DOVER Corporation (DOV) filed an 8-K on August 11, 2021, to disclose amendments and restatements to its Executive Severance Plan and Senior Executive Change-in-Control Severance Plan, effective August 5, 2021. These changes primarily concern the terms and benefits provided to eligible executives in the event of termination of employment under specific circumstances. Investors should note the enhanced severance packages, particularly under the Change-in-Control (CIC) plan, which aims to retain and incentivize senior leadership during periods of potential organizational transition. The amendments clarify eligibility criteria for both plans, distinguishing between "Tier 1" and "Tier 2" participants in the standard Severance Plan. The CIC Severance Plan now offers a more robust package, including a multiplier for base salary and target bonus, extended healthcare continuation, and additional benefits for legal fees in disputes. These adjustments are designed to provide financial security and align executive interests with shareholder value, especially in situations involving corporate transactions.

Key Highlights

  • 1DOVER Corp amended and restated its Executive Severance Plan and Senior Executive Change-in-Control Severance Plan (CIC) effective August 5, 2021.
  • 2The Severance Plan provides benefits for termination without cause, with eligibility tiered into "Tier 1" (executive officers and certain presidents) and "Tier 2" (other US-based executives).
  • 3Tier 1 participants under the Severance Plan receive 12 months of base salary plus target bonus, while Tier 2 receive 12 months of base salary.
  • 4Both plans require a release of claims for benefits to be paid.
  • 5The CIC Severance Plan offers enhanced benefits for qualifying terminations (termination without cause or resignation for good reason) within 24 months of a change-in-control.
  • 6CIC Severance benefits include 2x base salary plus target bonus, 24 months of healthcare continuation, and outplacement services.
  • 7The CIC Severance Plan also includes provisions for legal fee reimbursement if a participant prevails in a dispute and addresses vesting of outstanding equity awards following a change-in-control.

Frequently Asked Questions

DOVER Corp has amended and restated its Executive Severance Plan and its Senior Executive Change-in-Control Severance Plan. The primary changes involve clarifying eligibility criteria, specifying benefit amounts for different executive tiers under the standard severance plan, and enhancing the benefits provided under the Change-in-Control plan, including a doubling of salary and bonus severance and extended healthcare continuation.

Eligibility for the standard Severance Plan is divided into Tier 1 (US-based executive officers and certain operating company presidents) and Tier 2 (other US-based executives). Eligibility for the CIC Severance Plan is generally for executives subject to the Company’s Senior Executive Shareholding Guidelines, which includes executive officers. Benefits under both plans are contingent on the participant executing a release of claims.

In the event of a qualifying termination (termination without cause or resignation for good reason) within 24 months following a change-in-control, executives under the CIC Severance Plan will receive a cash payment equal to two times their combined annual base salary and target annual cash bonus. They will also receive a pro-rata target annual cash bonus for the year of termination, 24 months of healthcare continuation premiums, and 12 months of outplacement services. Additionally, they may be reimbursed for legal fees if they prevail in a dispute under the plan.

Yes, any payments made under either the Severance Plan or the CIC Severance Plan can be recovered by the Company if the participant breaches the terms of the general release of claims, or as required by any claw-back policies of the Company or applicable law.