David P. Falck
AMPHENOL CORP /DE/About David P. Falck
David P. Falck, age 72, has served on Amphenol’s Board since 2013 and is the Presiding Director. He is independent and currently chairs the Nominating/Corporate Governance Committee, while serving on the Audit and Compensation Committees. Falck holds a BA magna cum laude from Colgate University and a JD summa cum laude from Washington & Lee University School of Law, with four decades of experience advising public companies on corporate governance, M&A, and compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle West Capital / Arizona Public Service | EVP & General Counsel (2009–2017); EVP, Law (2017–Apr 2018) | 2009–2018 | Led legal affairs and corporate secretary; served on executive risk and strategy committees . |
| Public Service Enterprise Group (PSEG) | Senior Vice President, Law | 2007–2009 | Member of PSEG executive group . |
| Pillsbury Winthrop Shaw Pittman LLP | Partner; Managing Board member | 1987–2007 | Advised boards on governance, M&A domestically and internationally; clients included Amphenol . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Exeter Health Resources, Inc. | Board member | Not disclosed | Non-profit board service . |
| Exeter Hospital | Board member | Not disclosed | Non-profit board service . |
Board Governance
- Roles: Presiding Director with authority to call, schedule, and chair executive sessions of independent directors; chairs the Nominating/Corporate Governance Committee; member of Audit and Compensation Committees .
- Independence: Board determined all directors except the CEO are independent; Falck is independent .
- Attendance: In 2024, each director nominee attended 100% of Board and applicable committee meetings .
- Executive Sessions: Independent directors meet in executive session at least quarterly; sessions are presided over by the Presiding Director or committee chairs .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash Fees | 150,000 | Consistent with policy schedule: retainer $100,000; Presiding Director fee $35,000; committee chair fee (NCGC) $15,000 . |
| Equity Grant (Restricted Stock) | 180,071 | Annual restricted stock grant to directors (valued using FASB ASC 718) . |
| Total (2024) | 330,071 | No options; no meeting fees or other director benefits . |
2025 fee schedule (effective Jan 1, 2025): retainer increased to $115,000; Presiding Director fee to $45,000; committee chair fee to $20,000; equity grant value to approx. $205,000—implying Falck’s 2025 cash fees of $180,000 based on his roles .
Performance Compensation
Director pay is not performance-based; directors receive time-based restricted stock, no annual bonuses, and no options under the director program .
| Grant Detail | Value |
|---|---|
| Grant date | May 17, 2024 |
| Shares granted | 2,730 restricted shares (post 2-for-1 split) |
| Grant-date fair value | $180,071 |
| Closing price on grant date | $65.96 (used for share count calculation) |
| Vesting | Fully vests May 14, 2025 (unless annual meeting date changes) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Committee interlocks | None; no related person transactions requiring disclosure among Compensation Committee members (Falck, Altobello, Livingston, Singh) . |
| Related-party transactions | Only disclosed relationships in 2024 involved Fidelity for plan asset management; no director-related transactions above $120,000 . |
Expertise & Qualifications
- Skills: Audit & Finance; Business Development & Strategy; Capital Markets; Corporate Governance/Compliance; Environmental; International; M&A; Risk Oversight; Talent Development .
- Education: BA, Colgate University (magna cum laude, Phi Beta Kappa); JD, Washington & Lee University School of Law (summa cum laude, Order of the Coif) .
- Designations: Not identified as an “audit committee financial expert” (others on Audit Committee are designated) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Mar 17, 2025) | 92,434 shares . |
| Restricted stock included | 2,730 shares vest within 60 days of Mar 17, 2025 . |
| % of shares outstanding | ~0.008% (92,434 / 1,211,783,313) . |
| Ownership guidelines | Non-employee directors encouraged to own ≥5x annual cash retainer . |
| Hedging/pledging | Company prohibits short sales, derivatives, hedging, margin purchases (except cashless exercise), and pledging by officers and directors . |
Approximate dollar value of holdings using $63.86 share price on Mar 17, 2025: $5.9 million (92,434 × $63.86) .
Governance Assessment
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Strengths:
- Independent Presiding Director with authority over executive sessions; robust committee roles (NCGC Chair; Audit; Compensation) .
- 100% attendance in 2024 across Board and committees; indicates high engagement .
- Significant personal share ownership; strong alignment with stock ownership guidelines .
- Strong governance controls: clawback policy (executives), insider trading compliance with pre-clearance; prohibition on hedging/pledging; transparent committee charters .
-
Cautions/Signals:
- Board recommends against removing the one-year holding requirement to call special meetings, which some investors view as limiting shareholder rights; however, shareholders can act by written consent and the 25% threshold aligns with market practice .
- Falck is not designated an audit committee financial expert (others on Audit Committee are), though he serves on Audit .
Overall, Falck’s independence, leadership as Presiding Director and NCGC Chair, and full attendance support investor confidence; no related-party conflicts were disclosed, and director pay is conventional (cash retainer plus restricted stock) without performance bonuses, reducing pay-for-performance risk for directors .