Lance E. D’Amico
AMPHENOL CORP /DE/About Lance E. D’Amico
Senior Vice President (since 2019) and Secretary & General Counsel of Amphenol; age 56. Prior roles include EVP, Chief Administrative Officer and General Counsel at UTi Worldwide (2014–2016), SVP & General Counsel at UTi Worldwide (2006–2014), General Counsel & EVP at Element K (~6 years), and associate at Cravath, Swaine & Moore (~6 years). He does not serve on any public company boards; employed by Amphenol ~9 years as of 2025 . Company performance context during his tenure: 2024 net sales $15.2B (+21% YoY U.S. dollars; +13% organic), adjusted diluted EPS +25% YoY; 10-year CAGRs of 11% for sales and 13% for adjusted EPS; 10-year TSR ~19% vs S&P 500 ~13% through 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UTi Worldwide Inc. | EVP, Chief Administrative Officer & General Counsel | 2014–2016 | C‑suite legal and administrative leadership |
| UTi Worldwide Inc. | SVP & General Counsel | 2006–2014 | Led legal function at global logistics company |
| Element K Corporation | General Counsel & EVP | ~6 years (pre‑2006) | Corporate legal leadership |
| Cravath, Swaine & Moore | Associate | ~6 years | Large‑firm legal foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 580,000 | 600,000 |
| Target bonus (%) | n/a | 75% of base (2024 MIP) |
| Actual bonus paid ($) | 0 (2023 MIP) | n/a |
Notes: 2024 increase aligned with U.S. salaried employee averages; no 2023 payout given slightly down constant-currency net sales and only $0.01 YoY increase in adjusted diluted EPS .
Performance Compensation
| Metric | Weighting | Target (100%) | Maximum (200%) | 2024 actual (Company, HQ roles) |
|---|---|---|---|---|
| Constant Currency Net Sales Growth | Equal weighting with EPS | 7% | 17.5% | 22% |
| Adjusted Diluted EPS Growth | Equal weighting with revenue | 11% | 27.5% | 25% |
Plan design: annual incentive multiplier primarily tied to responsibility-unit metrics; for global headquarters roles, equal weighting of Company revenue growth and adjusted diluted EPS growth; qualitative adjustments possible; 0–200% cap; program structure unchanged for 2025 .
Equity Awards (Options only)
| Grant date | Instrument | # Options | Exercise price | Vesting | Term | Grant-date fair value ($) |
|---|---|---|---|---|---|---|
| May 2023 | Nonqualified stock options | 85,180 | 75.80 | 20% per year over 5 years | 10 years | 1,819,445 |
Plan features: options granted ≥ fair market value; no RSUs/PSUs/SARs; shareholder approval required for material amendments; no option repricing (other than equitable stock-split adjustments in 2024) .
Equity Ownership & Alignment
| As of | Total beneficial ownership (sh) | Directly owned (sh) | Options exercisable or within 60 days (sh) | % of class |
|---|---|---|---|---|
| Mar 18, 2024 | 515,500 | 25,700 | 489,800 | <1% (table notation “*”) |
- Hedging/pledging: Officers and directors are prohibited from short sales, transactions in derivatives, hedging, and pledging of company stock; pre‑clearance required for certain insiders .
- Clawback: Executive officers subject to a Dodd‑Frank/NYSE‑compliant clawback for both “Big R” and “little r” restatements .
- Stock ownership guidelines: Company maintains guidelines for non‑employee directors and certain executives; explicit multiples disclosed for CEO (6x salary) and CFO (3x); not specified for General Counsel .
Employment Terms
Potential payments upon termination or change in control (values as of 12/31/2023):
| Scenario | Severance payment | Pay for covenant not to compete | Company-funded disability | Vesting of unvested options (net value) |
|---|---|---|---|---|
| Voluntary termination | 0 | 580,000 | 0 | 0 |
| Early/Normal retirement | 0 | 580,000 | 0 | 0 |
| Involuntary (not for cause) / Good reason | 0 | 580,000 | 0 | 13,195,137 |
| For cause | 0 | 580,000 | 0 | 0 |
| Change in control | 0 | 580,000 | 0 | 13,195,137 |
| Disability | 0 | 0 | 290,000 | 13,195,137 |
| Death | 0 | 0 | 0 | 13,195,137 |
Notes: Non‑compete pay equals 50% of base salary for up to two years at the Company’s discretion in exchange for a non‑compete undertaking (the 580,000 depicts two years of 50% of a $580,000 base) . Tables reflect net in‑the‑money value of unvested options at $99.13 stock price (12/31/2023) where acceleration is triggered .
Governance and Pay Practices Context
- Program structure: Core management compensation has been unchanged for 20+ years: base salary, annual cash incentive, and annual stock options; emphasis on at‑risk, performance‑linked pay; options vest 20% per year over five years .
- Say‑on‑pay support: 91% approval at 2024 AGM; Board recommends FOR again in 2025 .
- Independent oversight: Compensation Committee uses Meridian as independent advisor; options are granted at FMV; no repricing; annual awards typically occur in Q2, not timed around MNPI .
Investment Implications
- Alignment: D’Amico’s equity is concentrated in stock options (no RSUs/PSUs), directly linking value to share price appreciation; policy bans hedging/pledging and implements a robust clawback, which supports investor alignment .
- Retention vs. liquidity: Five‑year graded vesting can create periodic liquidity events; as of 12/31/2023, the net in‑the‑money value of unvested options that would accelerate upon certain triggers was ~$13.2M, a potential source of future exercises/realizations but also a retention hook if service continues .
- Downside protection: No salary‑ or bonus‑based severance for the General Counsel in disclosed scenarios suggests limited guaranteed payouts (aside from discretionary non‑compete salary continuation), which reduces shareholder exposure to exit costs while preserving protective covenants .
- Company execution backdrop: Strong 2024 revenue and earnings growth, long‑term double‑digit adjusted EPS CAGR, and sustained TSR support the pay‑for‑performance framework that drives HQ incentive outcomes underpinning D’Amico’s variable pay opportunity .