Sector: Industrials
DOVER CORP · Meeting: May 8, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Independent director with strong financial and governance credentials; no overboarding, 100% attendance, and Dover's 3-year TSR of +56.8% is well above the peer group median of +53.5%, with a gap of only +3.3pp — far below the 65pp threshold required to trigger a vote against.
Independent director with deep capital markets expertise; no overboarding (0 other public boards), 100% attendance, and Dover's TSR outperforms its peer group median over 3 years, so no underperformance trigger applies.
Independent director and founding family member with long tenure; no other public board seats, 100% attendance, and Dover's 3-year TSR relative to its peer group does not meet the 65pp underperformance threshold needed to trigger a vote against.
Independent director who joined in 2023; has fewer than 24 months of tenure at the time of the most recent full underperformance measurement period, and Dover's TSR has in any event outperformed its peer group median over 3 years, so no underperformance trigger applies.
Independent director who joined in 2023 and is a sitting CEO of AutoNation, but holds only 1 outside public board seat (Dover), which is within the 2-seat limit for sitting CEOs; 100% attendance and Dover's TSR performance relative to peers is strong, so no underperformance trigger applies.
Independent director with strong audit expertise (CPA, former EY partner); serves on 2 other public boards (Circle Internet Group and nVent Electric), which is within the 3-seat limit for non-executive directors; 100% attendance and no TSR underperformance trigger.
Independent director with extensive industrial and energy sector experience; 0 other public company boards, 100% attendance, and Dover's 3-year TSR relative to peers is positive, so no underperformance trigger applies.
Executive director and CEO; Dover's 3-year TSR of +56.8% exceeds the peer group median of +53.5% by +3.3pp, which is far below the 65pp underperformance threshold required to trigger a vote against under the strong-positive TSR tier, so no TSR-based concern applies.
Independent Lead Independent Director with long tenure and relevant manufacturing experience; holds 1 other public board seat (Dana Incorporated), 100% attendance, and Dover's peer-relative TSR performance does not trigger any underperformance flag.
All nine director nominees receive a FOR vote. Dover's 3-year total shareholder return of +56.8% exceeds its compensation peer group median of +53.5% by +3.3 percentage points, far below the 65-percentage-point threshold required to trigger underperformance concerns under the strong-positive TSR tier. No director is overboarded, all attended 100% of meetings in 2025, and all independent directors have relevant qualifications.
CEO
Richard J. Tobin
Total Comp
$18,757,706
Prior Support
92%%
The CEO's total compensation of approximately $18.8 million is within a reasonable range for the CEO of a $29.5 billion diversified industrial company, and Dover's pay structure is heavily performance-based — approximately 75% of the CEO's target pay is variable and at-risk, tied to adjusted earnings, relative total shareholder return, and return on invested capital. Dover's 3-year stock return of +56.8% is in line with its compensation peer group median of +53.5%, so there is no pay-for-performance misalignment concern. The prior Say on Pay vote received 92% support, the company has a robust clawback policy, and shareholders have not flagged material concerns through engagement, all of which support a FOR vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
31 yrs
Audit Fees
$7,206,000
Non-Audit Fees
$162,000
PwC has audited Dover since 1995, a tenure of approximately 31 years, which exceeds the 25-year threshold in our policy that raises concerns about auditor independence. The non-audit fee ratio is very low at approximately 2.2% of audit fees (non-audit fees of $162,000 against audit fees of $7,206,000), so there is no fee independence concern. However, the proxy does not provide a specific and compelling rationale for retaining an auditor of this tenure — such as exceptional audit quality metrics, a recent lead partner rotation plan, or a concrete multi-year rotation commitment — that would justify waiving the tenure trigger. Accordingly, a vote against ratification is warranted based solely on the length of the auditor relationship.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a long track record of filing governance-focused proposals, and this proposal asks for a structural governance change — separating the CEO and Board Chair roles — that has broad mainstream support among institutional investors and reduces the potential for conflicts of interest at the board level. While Dover has a Lead Independent Director with meaningful defined responsibilities, a lead director role is generally considered a weaker substitute for a fully independent chair because the combined CEO-Chair retains control over the board agenda and overall leadership direction. Dover's stated rationale for flexibility is reasonable but not compelling enough to override the straightforward governance benefit of separation, especially since the proposal allows for a phased transition and does not require immediate action.
The 2026 Dover annual meeting presents four proposals: all nine director nominees receive a FOR vote as Dover's total shareholder return is in line with its peer group and no governance flags are present; PwC ratification receives an AGAINST vote solely due to a 31-year auditor tenure that exceeds the policy's 25-year independence threshold without adequate justification in the proxy; Say on Pay receives a FOR vote given strong performance alignment, a 75% performance-based pay mix for the CEO, and 92% prior-year support; and John Chevedden's independent board chair proposal receives a FOR vote as a credible structural governance improvement that a combined CEO-Chair and Lead Independent Director arrangement does not fully address.
16 companies disclosed in 2026 proxy filing
