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DOVER Corp DOV

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

-$472,824

-2.5% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

No peer groups were extracted from either filing.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Richard J. TobinPresident & Chief Executive Officer	ChangedCEO	$19,230,530 2024	$18,757,706 2025	-$472,824	-2.5%	-0.3 pp
Brad M. CerepakFormer Senior Vice President & Chief Financial Officer	Changed	$5,081,869 2024	$388,181 2025	-$4,693,688	-92.4%	-82.0 pp
Ivonne M. CabreraSenior Vice President & General Counsel	Changed	$3,249,742 2024	$4,169,306 2025	+$919,564	+28.3%	+6.4 pp
Jeffrey C. YehleSenior Vice President & Chief Human Resources Officer	Changed	$1,245,783 2024	$1,878,313 2025	+$632,530	+50.8%	-10.5 pp
Girish JunejaSenior Vice President & Chief Digital Officer	Changed	$2,229,314 2024	$2,217,518 2025	-$11,796	-0.5%	-1.2 pp
Chris B. WoenkerSenior Vice President & Chief Financial Officer	Added	—	$2,308,459 2025	—	—	—
Kimberly K. BorsFormer Senior Vice President & Chief Human Resources Officer	Removed	$2,080,948 2024	—	—	—	—

Governance

Policy guardrails

change in control
Unchanged
Not extracted → Not extracted
“See “Potential Payments Upon Termination or Change in Control.””
clawback
Unchanged
present → present
“Clawback Policy In May 2023, in light of new rules promulgated by NYSE and SEC requirements, the Compensation Committee adopted a new clawback and recoupment policy applicable to our executive officers, effective as of O…”
compensation committee
Unchanged
Compensation Committee → Compensation Committee
“Our Compensation Committee evaluated Mr”
compensation consultant
Unchanged
independent → independent
“independent compensation consultant”
hedging
Unchanged
prohibited → prohibited
“Anti-hedging and Anti-pledging Policy Our Securities Trading and Confidentiality Policy prohibits directors, executive officers and any employee who has previously received or receives any type of long-term incentive pla…”
pledging
Unchanged
prohibited → prohibited
“Anti-hedging and Anti-pledging Policy Our Securities Trading and Confidentiality Policy prohibits directors, executive officers and any employee who has previously received or receives any type of long-term incentive pla…”
stock ownership guidelines
Unchanged
present → present
“Our policy requires that NEOs hold/retain all equity grants until the share ownership guidelines are met”

Performance markers

Metric facts

median employee compensation
Removed
$19,230,530 → Not extracted
revenue
Changed
$920 million → $665 million
Numeric delta: -255000000.00
“rigorous cost containment and productivity actions. ✓ Delivered GAAP diluted earnings per share from continuing operations of $7.97, down 21% compared to the prior year and adjusted earnings per share of $9.61, up 16% co…”
say on pay
Changed
78.8% → 104.0%
Numeric delta: +25.20
“Say on Pay Vote Results and Shareholder Engagement”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

53% shingled-prose overlap between the two filings.

2025: 48,930 chars · 2026: 49,824 chars

Committee Report:62% overlap (902 → 893 chars)
Pay Ratio (Item 402(u)):3% overlap (6,555 → 899 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

52 new102 changed58 removed165 unchanged

changedOur NEOs for 2025 2024were:
newTOBIN President & CEO CHRIS B.
changedWOENKER CEREPAKSenior Vice President & CFO(1) BRAD IVONNEM.
newCEREPAK Former Senior Vice President & CFO(2) IVONNE M.
changedYEHLE Senior Vice President & Chief Human Resources Officer Officer(2)KIMBERLYK.
new(1) Mr. Woenker was promoted as of January 31, 2025 to the position of Senior Vice President & CFO.
changed(2) (1)Mr. Cerepak retired as of January 31, 2025.
changed2025 2024Performance & Results
newIn 2025, we:
changed✓ Generated revenue of $8.1 $7.7billion, an increase of 4% 1%compared to the prior year.
changed✓ Expanded our Segment Earnings Margin by 140 70basis points, to 23.1%, 21.7%,driven by the positive mix impact from our high margin, high growth platforms, as well as our rigorous cost containment and productivity actions.
new✓ Delivered GAAP diluted earnings per share from continuing operations of $7.97, down 21% compared to the prior year and adjusted earnings per share of $9.61, up 16% compared to the prior year.
new✓ Made $220.3 million in capital expenditures, representing 2.7% of revenue, in line with our plan to support growth initiatives, productivity, and new product launches.
changed✓ Acquired four eightbusinesses for a total of $665 $674million, net of cash acquired and including contingent consideration and measurement period adjustments, consideration,which complement and expand upon our existing operations in high-growth, high priority end markets. operations.
new✓ Initiated or completed $541 million of share repurchases, including a $500 million accelerated share repurchase program announced in the fourth quarter.
changed✓ Increased our quarterly dividend, marking our 70th 69thconsecutive year of dividend increases.
changedDOVER CORPORATION – 2026 2025Proxy Statement 37
changed2025 2024Pay Decisions Align with Dover’s Performance
changedFor 2025, 2024,our pay decisions and outcomes were consistent with our pay-for-performance philosophy.
newAs a result of strong operational achievements, the financial objective target applicable to NEO payout was 121.7% of target.
changedDue to our TSR performance relative to the companies in the S&P 500 Industrials index over the three-year performance period of 2023-2025, 2022-2024,NEOs received long-term incentive payouts equal to 104.0% 78.8%of their target PSUs.
changedDOVER CORPORATION – 2026 2025Proxy Statement 38
changed92% 94%Say on Pay support 57% 62%Shares Outstanding Contacted 26% 42%Shares Engaged
changedAt our 2025 2024annual meeting, approximately 92% 94%of the voting shareholders approved the compensation of the NEOs.
changedIn 2025, 2024,we continued our shareholder engagement program, reaching out to holders of approximately 57% 62%of our outstanding shares and engaging with governance professionals and/or portfolio managers of investors holding approximately 26% 42%of our outstanding shares.
changedDOVER CORPORATION – 2026 2025Proxy Statement 39
changedDOVER CORPORATION – 2026 2025Proxy Statement 40
changedBased on these principles, these were the key elements of our executive compensation program in 2025: 2024:
changedDOVER CORPORATION – 2026 2025Proxy Statement 41
changedDOVER CORPORATION – 2026 2025Proxy Statement 42
changedThe process for making executive compensation decisions for 2025 2024began with goal setting at the beginning of the year and concluded with the actual compensation payout decisions in early 2026. 2025.
changedDOVER CORPORATION – 2026 2025Proxy Statement 43
changedCOMPANY 2025REVENUE 2025MARKETCAP(1) 2024REVENUE2024MARKETCAP(1)INDUSTRY DOVER-LIKESTRUCTURE SAME ANALYST COVERAGE(2) AMETEK, INC.
changed$ 7,401 6,941$ 47,263 41,696Electrical Equipment ✗ ✗ CARLISLE COMPANIES INC.
new$ 5,020 $ 13,334 Industrial Conglomerate ✗ CORNING INCORPORATED $ 15,629 $ 75,070 Electrical Equipment EATON CORPORATION $ 27,448 $ 123,709 Electrical Equipment ✗ ✗ EMERSON ELECTRIC CO $ 18,187 $ 74,629 Electrical Equipment ✗ ✗ FLOWSERVE CORPORATION $ 4,729 $ 8,819 Machinery ✗ FORTIVE CORPORATION $ 4,159 $ 17,535 Industrial Machinery ✗ ✗ ILLINOIS TOOL WORKS INC.
changed$ 16,044 15,898$ 71,452 74,876Machinery ✗ ✗ INGERSOLL RAND INC.
new$ 7,651 $ 31,301 Machinery ✗ ✗ PARKER-HANNIFIN CORPORATION $ 20,461 $ 110,913 Machinery ✗ ROCKWELL AUTOMATION INC.
changed$ 8,566 8,093$ 43,744 32,304Electrical ✗ ROPER TECHNOLOGIES, INC.
changed$ 7,903 7,039$ 47,913 55,743Industrial Conglomerate ✗ ✗ SNAP-ON INCORPORATED $ 4,743 4,707$ 17,922 17,819Industrial Machinery STANLEY BLACK & DECKER, INC.
changed$ 15,130 15,366$ 11,505 12,378Industrial Machinery ✗ TEXTRON INC.
changed$ 14,724 13,652$ 15,361 14,190Aerospace & Defense ✗ ✗ XYLEM, INC.
new$ 9,035 $ 33,156 Industrial Machinery ✗ 75TH PERCENTILE $ 15,733 $ 72,246 MEDIAN $ 8,801 $ 38,450 25TH PERCENTILE $ 6,806 $ 16,992 DOVER $ 8,093 $ 26,778
changed(1) As of 12/31/2025. 12/31/2024.
changedDOVER CORPORATION – 2026 2025Proxy Statement 44
changedMeridian did not engage in any projects for management in 2025. 2024.
changedDOVER CORPORATION – 2026 2025Proxy Statement 45
changedThe following table provides an overview of the 2025 2024compensation program structure.
changedComponent Pay Element 2025 2024Metrics & Weighting Objectives Base Salary Cash ◾ n/a ◾ Attract and retain qualified executives ◾ Benchmarked to peer group median while also considering additional factors such as experience and performance in role Annual Incentive Plan (AIP) Cash ◾ 60% Financial Results: ○ Adj.
changedEarnings (100%)◾ 40% Individual Strategic ○ Specific strategic initiatives deemed to be important to achieve in 2025 2024○ ESG oversight included in CEO and select NEO individual strategic objectives ◾ Intended to drive profitability, growth, and progress against strategy ◾ Individual objectives are focused on a limited and measurable set of goals to benefit shareholders over the long-term ◾ Including ESG oversight in objectives establishes clear tone at the top regarding the importance of ESG Long-Term Incentive Plan Performance Shares (40% (40%)◾40%LTIP weighting) weighting◾ Performance Criteria: ○ 50% - 3-Year relative TSR with the S&P 500 Industrials index companies as the comparator group ○ 50% 3-Year average Tangible ROIC ◾ Focus executives on shareholder value creation ◾ Relative TSR closely aligns our executive-level measurement system with the experience of shareholders SSARs (40% (40%)◾40%LTIP weighting) Weighting◾ Performance Criteria: Dover stock price, exercisable three years after grant date and remain exercisable for another seven years (subject to 10-year stock price movement) ◾ Focus executives on share price appreciation ◾ SSARs are an important component of our program, reflecting input from investors, many of whom acknowledge the role SSARs play in emphasizing growth and go-forward value creation RSUs (20% (20%)◾20%LTIP weighting) weighting◾ Performance Criteria: Dover stock price; awards vest ratably over three years ◾ Retention, ownership, and full alignment with the shareholder experience Benefits Consistent with other similarly situated employees
changedDOVER CORPORATION – 2026 2025Proxy Statement 46
changed2025 2024Target Pay Mix
changedFor 2025, 2024,the substantial majority of the CEO’s and other NEOs’ target pay mix was composed of “at risk” incentive-based pay as shown in the chart below.
newNote: Numbers may not add due to rounding.
changed2025 2024AIP Financial Objective Factor – Target
changedThe Financial Objective Factor in the 2025 2024AIP was calculated based on Adjusted Earnings.
newThe
changedDOVER CORPORATION – 2026 2025Proxy Statement 47
changedThetarget performance level for the financial objective was established at the beginning of the fiscal year and provided for appropriate adjustments for acquisitions and dispositions occurring during the year.
changedFor this measure, our Compensation Committee established threshold, target, and maximum levels of performance, as well as a payout percentage curve that relates each level of performance to a payout percentage.
changed2025 2024AIP Financial Objective Factor – Results
changedFollowing the end of 2025, 2024,we calculated the Financial Objective Factor as follows:
changed2025 2024AIP FINANCIAL OBJECTIVE RESULTS (in millions) TARGETPERFORMANCELEVEL ACTUALPERFORMANCELEVEL PAYOUT%(BEFOREWEIGHTING) WEIGHTING OF MEASURE WEIGHTEDPAYOUT% Adjusted Earnings $1,301.8 $1,324.4 121.725% $1,245.9$2,806.3(1)200.0%60% 73.04% 120.0%Financial Objective Factor 73.04% 120.0%
changed2025 2024AIP Individual Strategic Objectives Factor
changedThe individual strategic objectives were based on specific strategic initiatives that the Board and management agreed were important to achieve in 2025. 2024.
changedFollowing the end of 2025, 2024,our Compensation Committee determined for each NEO a Strategic Objectives Factor between 0% and 200%.
changedTo make this determination, our Compensation Committee considered tookintoaccounteach executive’s execution against his or her personal strategic objectives for the year and the executive’s overall performance for the year.
changedDOVER CORPORATION – 2026 2025Proxy Statement 48
changedThe table below summarizes the individual strategic objectives, weightings, and results the Compensation Committee considered for our CEO in determining his Strategic Objectives Factor for 2025. 2024.
changedTobin (Chairman, President & CEO) Three Pillars Progression (16.67%) (20%)✓ Continued to progress onproductivity and margin expansion initiatives to maximize efficiency and achieve strong operational results, including strengthening our core enterprise capabilities, driving digitization and automation, and assessing opportunities focused on our four core enterprise capabilities.
changedCapital Markets and Shareholder Engagement (16.67%) (20%)✓ Oversaw capital structure plan, including the review returnof Dover’s debt management and funding plan. capitaltoshareholders.
changed✓ Continued to play a leading Playedanimportantrole in leadinginvestor engagement activities, including whichincludedpresenting at multiple industry conferences and meeting with investors shareholderson a variety of topics, topicsranging from company strategy and financial performance to corporate governance. ourgovernancestructure.
newPortfolio Management (16.67%) ✓ Oversaw ongoing portfolio actions to focus on higher margin and higher growth platforms.
changedPortfolioManagement(20%)✓ Demonstrated strong leadership in effectively deploying capital to increase the value of our portfolio, including through organic investments and strategic acquisitions. acquisitions,tofurtherexpandourbusinessintohighgrowth,highmarginplatforms.
new✓ Completed the integration of several recent acquisitions in high-end growth markets.
changedTalent, Succession Planning & Workforce Development (16.67%) (20%)✓ Completed annual talent and succession planning review, providing regular updates to the Compensation Committee on executive development and succession planning for key positions. positionsandpreparingtheorganizationforasuccessfulCFOtransition.
new✓ Led successful CFO transition and transformation of finance and corporate development organizations.
newESG (16.67%) ✓ Completed our second three-year ESG strategic plan, reviewed progress against plan with the Board, and developed new three-year plan ✓ Initiated sustainability reporting actions to align with mandated reporting standards.
newMajor Projects (16.67%) ✓ Continued to successfully deliver on significant capital expenditures, restructuring activities, and footprint utilization.
changedDOVER CORPORATION – 2026 2025Proxy Statement 49
changedThe following table summarizes the individual strategic objectives and results the Compensation Committee considered for our other NEOs in determining their respective Strategic Objectives Factors for 2025. 2024.

Removed from 2025

TOBIN President & CEO BRAD M.
BORS Former Senior Vice President & Chief Human Resources Officer(2)
(2) Mr. Yehle joined Dover as of July 8, 2024 and Ms. Bors departed Dover on such date.
In 2024, we:
✓ Delivered GAAP earnings per share of $10.09, up 50% compared to the prior year, and adjusted earnings per share of $8.29, up 4% compared to the prior year.
✓ Completed the sale of our De-Sta-Co and Environmental Solutions Group businesses, as part of the regular review of our portfolio.
These dispositions allow us to concentrate our efforts and capital deployment on growing core platforms.
✓ Generated free cash flow of $920 million representing 12% of revenue.
As a result of strong operational achievements, the financial objective target applicable to NEO payout was 200% of target, provided that, with respect to Ms. Bors, an amount representing her AIP payout was included as part of a severance payment in accordance with our Executive Severance Plan.
$ 5,004 $ 16,672 Industrial Conglomerate ✗ CORNING INCORPORATED $ 13,118 $ 40,687 Electrical Equipment EATON CORPORATION $ 24,878 $ 131,155 Electrical Equipment ✗ ✗ EMERSON ELECTRIC CO $ 17,550 $ 70,582 Electrical Equipment ✗ ✗ FLOWSERVE CORPORATION $ 4,558 $ 7,557 Machinery ✗ FORTIVE CORPORATION $ 6,232 $ 26,021 Industrial Machinery ✗ ✗ ILLINOIS TOOL WORKS INC.
$ 7,235 $ 36,457 Machinery ✗ ✗ PARKER-HANNIFIN CORPORATION $ 19,908 $ 81,870 Machinery ✗ ROCKWELL AUTOMATION INC.
$ 8,562 $ 28,186 Industrial Machinery ✗ 75TH PERCENTILE $ 15,499 $ 59,453 MEDIAN $ 8,328 $ 34,380 25TH PERCENTILE $ 6,764 $ 17,532 DOVER $ 7,746 $ 25,737
For this measure, our Compensation
(1) Adjusted earnings for purposes of the 2024 AIP metrics reflects gain on sale for the De-Sta-Co and ESG dispositions which occurred in 2024.
✓ Completed the integration of several recent acquisitions, including those in high margin, high growth platforms.
✓ Completed the divestitures of De-Sta-Co and Environmental Solutions Group businesses.
✓ Continued to promote a culture centered on Dover’s core values, deployed related trainings and completed our second global employee engagement survey.
ESG (20%) ✓ Completed the second year of our second three-year ESG strategic plan.
✓ Reviewed progress against ESG plan with the Board, including as a member of Dover’s Sustainability Steering Committee.
✓ Demonstrated leadership in developing and executing ongoing portfolio actions, with Dover ending the year with a significant cash position that provides for flexibility as we pursue value-creative capital deployment.
✓ Mentored incoming CFO to ensure a seamless transition.
Strategic Planning Process & Control Environment (25%) ✓ Made improvements to business unit strategic planning process ✓ Led implementation of financial consolidation tool to reduce complexity, improve security and controls, minimize manual effort, and add greater functionality and flexibility for business units to evaluate their financial performance.
Finance Transformation and Control Environment (25%) ✓ Identified cost containment actions and opportunities to drive efficiencies, including championing further investment in Dover Business Services.
Capital Structure Analysis (25%) ✓ Reviewed capital structure options based on projected capital and liquidity needs.
✓ Launched and completed $500 million accelerated share repurchase program.
✓ Oversaw our robust shareholder engagement efforts.
M&A/Portfolio Management (25%) ✓ Provided strategic advice on key M&A transactions to drive value creation and proactive support to enable their successful consummation.
Intellectual Property, Commercial Contracts and Growth (25%) ✓ Managed key legal issues involving Dover, including in connection with intellectual property strategies and activities as well as commercial opportunities across high growth platforms.
ESG/Sustainability (25%) ✓ Provided leadership in delivering on Dover’s sustainability strategy, including as Chair of our Sustainability Steering Committee.
✓ Continued to review and enhance Dover’s public disclosures and compliance controls and procedures, taking into account external developments such as evolving regulatory requirements pertaining to sustainability disclosures.
Girish Juneja (Senior Vice President & Chief Digital Officer) Strategic Objectives & Accomplishments Digital Strategy (25%) ✓ Supported our strategic initiatives and priorities by assessing the digital capabilities of acquisition targets, including strategic fit with key growth areas across our operating segments.
✓ Led digital transformation efforts that supported business growth across our enterprise in 2024.
✓ Drove digital centralization activities and increased adoption of shared services and common practices.
Digital Customer Experience (25%) ✓ Advanced customer-facing digital strategy by increasing adoption of digital commercial excellence capabilities across the enterprise, thereby making the ordering process more efficient for customers, and scaling our digital demand generation programs.
✓ Helped drive digitization of our manufacturing operations by expanding our “connected factory” and “data quality” programs, increasing operational efficiency, safety, and quality.
✓ Oversaw continued progress on our multi-year strategy for data security.
✓ Worked with the Board to review and enhance Dover’s well-designed approach to management succession planning.
Strategic HR Enterprise Initiatives (25%) ✓ Continued to harmonize and streamline Dover’s global benefits programs.
✓ Further developed global career architecture and compensation structure.
Workforce Development (25%) ✓ Advanced Dover’s workforce development strategy, including employee engagement and development activities.
✓ Continued to build our internal leadership development programs.
✓ Championed the successful completion of our second annual global engagement survey, which yielded record participation and led to the development of action plans to address feedback.
Kimberly K.
Ms. Bors departed Dover as of July 8, 2024.
An amount representing her AIP payout was included as part of a severance payment in accordance with our Executive Severance Plan.
Both performance metrics are measured over the three-year performance period ending December 31, 2026.
Adjusted Net Earnings refers to the
Tobin 22,471 17,707 Brad M.
Cerepak 5,306 4,181 Ivonne M.
Cabrera 2,497 1,968 Girish Juneja 1,873 1,476 Kimberly K.
Bors 1,323 1,043
Some of our U.S.-based employees also participate in a tax-qualified defined benefit pension plan.
and our deferred compensation plan.
Participation in the deferred compensation plan is open to employees with an annual salary equal to or greater than $250,000 for 2024 deferral elections.
Senior Executive Change in Control Severance Plan
Management and our Compensation Committee believe that providing significant perquisites DOVER CORPORATION – 2025 Proxy Statement 56
Shareholding Guidelines
Risk Assessment

More changes truncated for legibility. Open the filings on SEC for full prose.

Cells reading “Not extracted” mean the deterministic extractor didn’t pick up that disclosure for the listed filing — not that it isn’t in the proxy. Open the company workspace and use Ask to query the CD&A directly.