Luc Walter
AMPHENOL CORP /DE/About Luc Walter
Luc Walter (age 66) serves as President, Harsh Environment Solutions (HES) Division at Amphenol, a role he has held since 2022, after ~41 years with the company and its subsidiaries across military, aerospace, and industrial operations . In 2024, the HES division delivered 25% constant currency net sales growth and 17% adjusted operating income growth, driving a 170% incentive multiplier for Walter . Company-level performance in 2024 included net sales of $15.2B (+21%), adjusted diluted EPS +25%, operating cash flow $2.8B, and free cash flow $2.2B; 10-year sales CAGR 11%, adjusted EPS CAGR 13%, and ~19% 10-year TSR vs ~13% for the S&P 500 . Amphenol’s pay programs emphasize at-risk, performance-based compensation with strong governance: clawbacks, hedging/pledging prohibitions, and stock ownership guidelines for certain executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amphenol Corporation | President, Harsh Environment Solutions Division | 2022–present | Leads HES across harsh environment interconnects; incentive metrics tied to division sales and operating income growth . |
| Amphenol Corporation | Group General Manager, Military and Aerospace Operations | 2016–2021 | Led global mil/aero operations; division-level performance management . |
| Amphenol Corporation | Group General Manager, International military, aerospace and industrial operations | 2004–2015 | Directed international mil/aero/industrial operations . |
| Amphenol Corporation | Senior Vice President | 2004–2021 | Executive leadership across groups . |
| Amphenol (Europe) | Director, European military & aerospace operations | 2000–2003 | Regional leadership in mil/aero . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | Does not serve on the board of any public company . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $725,000 | $755,000 | $785,000 |
| All Other Compensation ($) | $82,730 | $143,566 | $140,769 |
| All Other – Group Life (Imputed) ($) | $11,088 | $22,250 | $14,790 |
| All Other – 401(k) Company Contribution ($) | $18,300 | $21,150 | $21,850 |
| All Other – DC SERP Company Contribution ($) | $53,342 | $100,166 | $104,129 |
- 2025 base salary increased ~3.8% to $815,000; 2025 incentive target increased to 80% of base salary .
Performance Compensation
| Component | Design | Weighting | Target | Actual (2024) | Payout |
|---|---|---|---|---|---|
| Annual MIP (Division-level) | Cash bonus tied to responsibility unit revenue and operating income growth; budget adjustment for operating income | 50% Rev / 50% Op Inc | 7% revenue growth; 11% operating income growth | 25% constant currency net sales growth; 17% adjusted operating income growth | Incentive multiplier: 170% |
| 2024 MIP Payment ($) | Base × Target% × Multiplier | — | — | — | $1,000,875 (=$785,000 × 75% × 170%) |
| Stock Options | Annual NQ options, 10-year term, 20% vest per year over 5 years; exercise price at grant-date close | — | — | — | $2,855,866 grant-date fair value (147,058 options @ $65.96) |
Option vesting schedules (unexercised portions):
| Grant | Unexercisable (#) | Exercise Price | Vesting Schedule |
|---|---|---|---|
| May 17, 2024 | 147,058 | $65.96 | 20% on each May 17, 2025–2029 |
| May 18, 2023 | 260,974 | $37.90 | 25% on each May 19, 2025–2028 |
| Jan 2, 2022 | 152,318 | $43.25 | 33% on each Jan 3, 2025–2027 |
| May 19, 2031 (grant year per table) | 106,400 | $33.30 | 50% on May 20, 2025 and May 20, 2026 |
| May 20, 2030 (grant year per table) | 95,200 | $22.55 | 100% on May 21, 2025 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 1,455,753 |
| Ownership % of Outstanding | <1% |
| Directly Owned Shares | 447,790 |
| Options Exercisable or Exercisable within 60 Days | 1,007,963 |
| Shares Pledged | None disclosed; pledging prohibited by policy for officers/directors |
| Insider Option Exercises (2024) | 726,000 shares exercised; $31,881,490 value realized |
| DC SERP Aggregate Balance at 12/31/2024 | $360,362; 2024 withdrawal $(110,140) |
Stock ownership guidelines apply to certain executives (CEO: 6x base salary; CFO: 3x base salary). 60% of the value of vested but unexercised options count for guidelines; unvested options do not count .
Employment Terms
| Provision | Terms | Notes |
|---|---|---|
| Employment Letter (Mar 22, 1999) | If terminated without cause: lump-sum severance equal to 100% of base compensation paid in last 12 months; relocation to France if chosen (est. $270,000) . | Explicit contractual severance and relocation obligation. |
| Non-Compete Pay | Up to two years of salary continuation at 50% of base, at company discretion, in exchange for covenant not to compete (embedded in option agreements) . | Applies to all NEOs via option agreements. |
| Disability (short-term) | Salary continuation up to six months at 100% of base; Walter potential payout $392,500 (based on 12/31/24 base) . | Standard U.S. salaried plan. |
| Change-in-Control (CIC) | 2017 Option Plan: administrator discretion to accelerate options; 2009 Plan: immediate vest prior to CIC . | CIC value of Walter’s unvested options (net value at 12/31/24 close $69.45): $21,048,934 . |
| Clawback | Recovery of erroneously awarded incentive-based compensation upon restatements per SEC Rule 10D-1 and NYSE standards . | Applies to current and former executive officers. |
| Hedging/Pledging/Derivatives | Prohibited for officers/directors (short sales, derivatives, hedging, margin purchases, pledges) . | Alignment safeguard. |
Multi-Year Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $725,000 | $755,000 | $785,000 |
| Bonus ($) | $0 | $0 | $0 |
| Stock Awards ($) | n/a | n/a | n/a |
| Option Awards ($) | $2,300,008 | $3,484,008 | $2,855,866 |
| Non-Equity Incentive Plan Compensation ($) | $1,005,938 | $1,047,563 | $1,000,875 |
| Change in Pension Value/Deferred Comp Earnings ($) | $0 | $24,200 | $0 |
| All Other Compensation ($) | $82,730 | $143,566 | $140,769 |
| Total ($) | $4,113,676 | $5,454,337 | $4,782,510 |
Performance & Track Record
- HES division performance (2024): 25% constant currency net sales growth; 17% adjusted operating income growth; incentive multiplier 170% .
- Company 2024 highlights: Net sales $15.2B (+21% reported; +13% organic), GAAP diluted EPS $1.92 (+24%), adjusted diluted EPS $1.89 (+25%), GAAP operating margin 20.7%, adjusted operating margin 21.7%, operating cash flow $2.8B, free cash flow $2.2B; $1.3B returned to shareholders; acquisitions executed and further signed .
- Long-term performance: 10-year sales +185%, adjusted diluted EPS +238%, operating cash flow +220%; 10-year compounded sales growth 11%, adjusted EPS growth 13%; ~19% 10-year TSR vs ~13% S&P 500 .
Compensation Governance and Peer Benchmarking
- Compensation program emphasizes at-risk pay (options + annual incentive), with simple, transparent design; stock options vest 20% per year over 5 years; no RSUs/PSUs under employee plans .
- Meridian Compensation Partners serves as independent consultant providing market data; Committee and Meridian evaluated independence .
- Say-on-pay support: >91% approval at 2024 annual meeting .
Risk Indicators & Red Flags
- Clawback policy implemented; hedging/pledging prohibited; insider trading policy with pre-clearance for designated persons .
- Related-party transactions: none beyond arm’s-length investment management services (Fidelity) disclosed; no other >$120,000 related-party transactions .
- Option repricing: none; SARs not granted; options equitably adjusted for 2024 stock split .
Investment Implications
- Alignment: Walter’s compensation is predominantly performance-based, with division-level targets on revenue and operating income driving payouts, and meaningful multi-year option exposure that vests over time, supporting long-term value creation .
- Retention and change-in-control: Discretionary CIC acceleration under 2017 plan and explicit severance terms (100% of base) reduce retention risk but create contingent option value ($21.0M net at 12/31/24), relevant in strategic scenarios .
- Insider selling pressure: 2024 option exercises of 726,000 shares with $31.9M realized value suggest liquidity events; monitor future Form 4 activity for incremental selling pressure and cadence of vesting dates (notably May/Jan tranches) .
- Governance quality: Strong policies (clawback, anti-hedging/pledging) and high say-on-pay support underpin compensation oversight; performance metrics are straightforward and tied to key value drivers (sales, operating income/EPS) .