Craig A. Lampo
AMPHENOL CORP /DE/About Craig A. Lampo
Craig A. Lampo is Senior Vice President and Chief Financial Officer of Amphenol (since 2015), previously serving as Vice President & Controller (2004–2015) and Treasurer (2004–2006); prior roles include Senior Audit Manager at Deloitte & Touche (2002–2004) and Arthur Andersen (1993–2002) . He is 55 years old, has approximately 21 years with Amphenol, and does not serve on other public company boards . During Lampo’s CFO tenure, Amphenol delivered 2024 net sales of $15.2B (+21% USD, +13% organic), GAAP diluted EPS of $1.92 (+24%), adjusted diluted EPS of $1.89 (+25%), operating and free cash flow of $2.8B and $2.2B, respectively, and sustained a 10-year TSR of ~19% CAGR versus ~13% for the S&P 500, underscoring strong value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amphenol | SVP & CFO | 2015–present | Led finance through organic growth and acquisitions; policy governance and option-based compensation oversight |
| Amphenol | VP & Controller | 2004–2015 | Corporate controllership, reporting, internal controls through scale expansion |
| Amphenol | Treasurer | 2004–2006 | Corporate treasury and liquidity management |
| Deloitte & Touche LLP | Senior Audit Manager | 2002–2004 | Audit leadership for public companies, external reporting rigor |
| Arthur Andersen LLP | Employee | 1993–2002 | Assurance and advisory foundation in accounting and controls |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Lampo does not serve on other public company boards |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 | FY 2025 (set in Jan 2025) |
|---|---|---|---|---|
| Base salary ($) | 650,000 | 680,000 | 705,000 | 730,000 (↑ ~3.5%) |
| Target annual incentive (% of salary) | Not disclosed for 2022 | Not disclosed for 2023 | 85% | 100% |
| Actual annual incentive ($) | 936,000 (paid Jan 2023) | 0 (no 2023 MIP earned) | 1,168,538 (base×target×195% multiplier) | n/a |
| All other comp ($) | 102,450 | 114,786 | 54,068 | n/a |
| Total comp ($) | 4,373,930 | 3,715,717 | 5,282,838 | n/a |
Performance Compensation
| Element | Metric | Weighting | Target | Actual (FY 2024) | Payout/Multiplier | Vesting |
|---|---|---|---|---|---|---|
| Annual MIP (CFO, company-wide role) | Company revenue growth (constant currency) | 50% | 7% | 22% | Contributes to 195% multiplier | Cash, annual |
| Annual MIP (CFO, company-wide role) | Company adjusted diluted EPS growth | 50% | 11% | 25% | Contributes to 195% multiplier | Cash, annual |
| Annual MIP caps/thresholds | Multiplier range | — | 0–200% (0% at thresholds; 200% at ≥17.5% rev and ≥27.5% EPS) | Achieved high end | 195% applied to CFO | — |
| Stock options (2017 Option Plan) | Grant: 172,772 options on 5/17/2024 @ $65.96; grant-date fair value $3,355,232 | — | n/a | n/a | n/a | 20% annually on May 17 of 2025–2029 |
Notes:
- Plan emphasizes revenue and EPS/operating income growth; qualitative adjustments possible; max multiplier 200% .
- Amphenol employee equity is options-only (no RSUs/PSUs) under current plans; options vest 20% over five years and have 10-year terms .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,096,650 shares; includes 458,000 common shares (100,000 direct; 358,000 in trusts) and 2,638,650 options exercisable or exercisable within 60 days (as of 3/17/2025) |
| Ownership as % of shares outstanding | Less than 1% |
| Exercisable vs unexercisable options | Multiple tranches; example unexercisable tranches include 128,800 (22.55), 144,000 (33.30), 193,200 (33.80), 218,602 (37.90), and 172,772 (65.96) with scheduled vesting through 2029 |
| Stock ownership guidelines | CFO must hold ≥3× base salary; 5-year window to comply; 60% of value of vested-but-unexercised options counts; unvested options do not count |
| Hedging/pledging | Prohibited for officers and directors (short sales, derivatives, hedging, margin purchases, pledges) |
| Option exercise activity (2024) | 1,000,000 shares acquired on exercise; value realized $49,897,500 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None specific to Lampo; general option-agreement non-compete consideration applies |
| Severance | None; severance payment shown as $0 under standard termination scenarios |
| Non-compete salary continuation | Company may pay 50% of base salary for up to 2 years post-termination in exchange for non-compete; CFO base at 12/31/2024 was $705,000 (illustrative amounts shown in tables) |
| Change-in-control (CIC) | 2009 plan: immediate vesting prior to CIC at Board discretion; 2017 plan: plan administrator discretion to accelerate upon CIC |
| Death/Disability | Immediate vesting of all outstanding options if minimum service requirements met; CFO tables assume requirements satisfied |
| Clawback policy | Applies to current/former executive officers for erroneously awarded incentive-based comp upon certain accounting restatements, per Exchange Act Rule 10D-1/NYSE |
| Pension/retirement | CFO participates in Pension Plan (accruals frozen since 12/31/2006); early retirement monthly benefit illustrative $168; continues in 401(k) and DC SERP |
| Deferred comp (DC SERP) | 2024 company contribution $25,200; aggregate DC SERP balance $1,339,675; 401(k) company contributions $21,850 (2024) |
| Perquisites | Imputed value of group life insurance in excess of $50,000: $7,018 (2024) |
Compensation Structure Analysis
- Emphasis on at-risk pay: For NEOs other than CEO, fixed elements ~17% vs at-risk ~83% in 2024; option-only equity aligns value realization with share price appreciation .
- No RSUs/PSUs: Current employee equity plans authorize only non-qualified stock options; no SARs or other stock grants; options vest 20% annually and have 10-year terms .
- Target bonus increased: CFO target increased from 85% to 100% in 2025, reinforcing variable pay tied to revenue/EPS growth .
- Strong shareholder support: Say-on-pay approved with >91% support at 2024 annual meeting; compensation programs unchanged into 2025 .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: >91% “FOR” in 2024; Board recommends annual say-on-pay .
- Investor engagement and governance improvements (proxy access, reduced special-meeting threshold, declassified board, elimination of supermajority, adoption of clawback) indicate responsiveness to investors .
Performance & Track Record
- 2024 performance: Net sales $15.2B (+21% USD, +13% organic), GAAP diluted EPS $1.92 (+24%), adjusted diluted EPS $1.89 (+25%), operating/free cash flow $2.8B/$2.2B; acquisitions executed and further transactions signed .
- Long-term TSR: ~19% compound annual return over 10 years ended 12/31/2024 vs ~13% for S&P 500, reflecting disciplined execution and capital deployment .
Equity Grant and Vesting Schedules (detail)
| Grant date | Options (#) | Exercise price ($) | Vesting schedule |
|---|---|---|---|
| 5/17/2024 | 172,772 | 65.96 | 20% on each of May 17, 2025–2029 |
| 5/18/2023 | 218,602 (unexercisable portion shown) | 37.90 | 25% on each of May 19, 2025–2028 |
| 5/18/2022 | 193,200 (unexercisable portion shown) | 33.80 | 33% on each of May 19, 2025–2027 |
| 5/19/2021 | 144,000 (unexercisable portion shown) | 33.30 | 50% on each of May 20, 2025 and 2026 |
| 5/20/2020 | 128,800 (unexercisable portion shown) | 22.55 | 100% scheduled to vest on May 21, 2025 |
Multi-year Compensation (disclosed totals)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 650,000 | 680,000 | 705,000 |
| Option awards ($) | 2,685,480 | 2,981,331 | 3,355,232 |
| Non-equity incentive ($) | 936,000 | 0 | 1,168,538 |
| Change in pension/DC earnings ($) | 0 | 2,600 | 0 |
| All other compensation ($) | 102,450 | 114,786 | 54,068 |
| Total ($) | 4,373,930 | 3,715,717 | 5,282,838 |
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy, mitigating misalignment risk from collateralized positions .
- Significant option exercises in 2024 (1,000,000 shares; $49.9M realized) can contribute to periodic supply from insider option exercises; monitor Form 4 trends around vesting dates .
- No specific CFO severance multiples; CIC acceleration is discretionary for 2017 plan and immediate for 2009 plan, creating potential variability in change-of-control outcomes .
Compensation Committee & Consultant
- Compensation Committee composed of independent directors; retains Meridian Compensation Partners for market data; Committee remains sole decision-maker .
Related Party Transactions
- No related party transactions identified for executive officers requiring disclosure in 2024; Fidelity provides plan services on arm’s-length terms .
Investment Implications
- High pay-for-performance alignment: Cash incentives tied to revenue/EPS growth and option-only equity align realized pay with shareholder outcomes; 2024 strong performance translated to a 195% MIP multiplier for HQ roles .
- Retention risk appears contained: Long, staggered option vesting (20% annually) creates continued retention hooks; policy prohibition on hedging/pledging and ownership guidelines (≥3× salary for CFO) support alignment .
- Monitor insider activity: Large option exercises in 2024 suggest potential for episodic selling pressure around vest dates; continued oversight of Form 4 filings is prudent .
- Change-of-control economics: Material unvested option value ($25.6M as of 12/31/2024 for Lampo) under CIC/death/disability scenarios indicates meaningful acceleration exposure; governance clarity on triggers is important for investors .