Anne Clarke Wolff
AMPHENOL CORP /DE/About Anne Clarke Wolff
Anne Clarke Wolff (age 59) has served on Amphenol’s board since 2018. She is Founder and CEO of Independence Point Advisors (formed in 2021), and previously held senior leadership roles across major banks, including Bank of America (Chairman, Global Corporate & Investment Banking; Head of Global Corporate Banking & Leasing, 2011–2020), JPMorgan (2009–2011), Citigroup (1998–2009), and Salomon Brothers (1989–1998). She holds a BA from Colby College and an MBA from Northwestern University (Kellogg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Chairman, Global Corporate & Investment Banking; Head of Global Corporate Banking & Leasing | 2011–2020 | Led global corporate banking; capital allocation strategy |
| JPMorgan Chase & Co. | Senior positions | 2009–2011 | Corporate banking leadership |
| Citigroup | Senior positions | 1998–2009 | Banking, corporate finance roles |
| Salomon Brothers | Various roles, increasing responsibility | 1989–1998 | Investment banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independence Point Advisors | Founder & CEO | 2021–present | Independent investment bank and advisory firm |
| Colby College | Vice Chair, Board of Trustees (prior) | n/a | Prior service noted |
| Other public company boards | — | — | None |
Board Governance
- Independence: Independent director; designated audit committee financial expert .
- Committees: Audit Committee member; Finance Committee Chair; Nominating/Corporate Governance Committee member .
- Attendance: 100% attendance at Board and Committee meetings in 2024; Board held 9 meetings; Audit 6; Compensation 4; Nominating/Governance 2; Finance 2 .
- Governance structure: Board leadership includes independent Chairman and Presiding Director; independent-only executive sessions held at least quarterly .
Fixed Compensation
| Component | Amount | Detail/Timing |
|---|---|---|
| Annual retainer (2024) | $100,000 | Non-employee director cash retainer |
| Finance Committee Chair fee (2024) | $15,000 | Chair of “other committees” fee |
| Fees earned in cash (2024 actual) | $115,000 | Matches retainer + chair fee |
| Equity grant (2024) | $180,071 grant-date fair value | 2,730 restricted shares granted May 17, 2024; vests May 14, 2025 |
| Meeting fees | None | Company does not pay meeting fees |
2025 fee schedule changes (effective Jan 1, 2025): retainer increased to $115,000; chair fees (other committees) increased to $20,000; equity grant value increased to approximately $205,000 .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity | Time-based restricted stock (annual grant) | No performance metrics disclosed; grants vest on schedule |
Amphenol’s director equity program is not performance-conditioned; awards are restricted stock with time-based vesting, and the company does not disclose director-level performance metrics tied to compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None | — | — | No other public boards; no disclosed interlocks . |
Expertise & Qualifications
- Financial expert; deep capital markets, corporate finance, M&A, investor relations, treasury and capital allocation experience .
- International and risk oversight capabilities; talent development experience .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 38,794 shares | |
| Direct ownership | 36,064 shares | |
| Restricted stock (unvested at record date, vest within 60 days) | 2,730 shares (granted 5/17/2024; vest 5/14/2025) | |
| % of shares outstanding | ~0.0032% (38,794 / 1,211,783,313) |
Stock ownership guidelines: Non-employee directors are encouraged to own shares with a value ≥ 5× the annual cash retainer; new directors have five years to comply; compliance status for individual directors is not disclosed .
Related Party Transactions & Potential Conflicts
- Company policy requires review/approval of related-party transactions; disclosure threshold $120,000 .
- 2024 transactions: Fidelity affiliates provided plan services (fees disclosed); no other related party transactions identified above $120,000 .
- Independence Point Advisors: No disclosed transactions with Amphenol; no specific related-party exposure disclosed involving Ms. Wolff .
Governance Assessment
-
Strengths:
- Independent director; audit committee financial expert; chairs Finance Committee overseeing dividend policy, capital structure, debt issuance, and treasury activities—critical to capital allocation discipline .
- 100% Board/Committee attendance in 2024; strong engagement .
- Balanced director pay structure with market-aligned cash retainer and equity; no meeting fees; transparent vesting .
- Board-level policies include clawback, insider trading compliance, ownership guidelines, prohibition on short sales/derivative hedging, and clear related-party transaction review .
-
Watch items:
- Equity ownership is modest versus total shares outstanding (~0.0032%); however, director ownership guidelines are value-based rather than percent-of-outstanding; individual compliance status not disclosed .
- Independence Point Advisors background implies potential external engagements; no related-party transactions disclosed, but continued monitoring is appropriate for advisory engagements and underwriting relationships .
-
Shareholder signals:
- Say-on-pay support was >91% in 2024, suggesting overall investor confidence in compensation governance; the Compensation Committee (independent) retains an external consultant (Meridian) and director fees were benchmarked and modestly increased for 2025 .