Martin H. Loeffler
AMPHENOL CORP /DE/About Martin H. Loeffler
Martin H. Loeffler, PhD, age 80, is Chairman of the Board of Amphenol and has served as a director since 1987; the Board has determined he is independent under NYSE standards . He is Amphenol’s former CEO (1996–2008), Executive Chair (2009–2010), and President (1987–2007), with a technology background as a semiconductor researcher; he earned his BS and PhD from the University of Innsbruck and is of Austrian origin with extensive European operating experience . The Board’s leadership structure features a Presiding Director (David P. Falck) and independent executive sessions that occur at least quarterly, with directors recording 100% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amphenol Corporation | Chairman of the Board | Director since 1987 | Board leadership; not a member of standing committees |
| Amphenol Corporation | Executive Chair | 2009–2010 | Transition oversight following CEO tenure |
| Amphenol Corporation | Chief Executive Officer | 1996–2008 | Led strategy, global expansion, and performance |
| Amphenol Corporation | President | 1987–2007 | Oversaw corporate operations |
| Amphenol Corporation | International Operations/GM roles | Prior to 1987 | Managed operations across European countries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships |
Board Governance
- Committee assignments: None; Loeffler does not sit on Audit, Compensation, Executive, Finance, or Nominating/Corporate Governance Committees .
- Independence: The Board determined all directors except the current CEO (R. Adam Norwitt) are independent, which includes Mr. Loeffler .
- Attendance and engagement: Directors attended 100% of Board and applicable committee meetings in 2024; the Board met nine times, with Audit (6), Compensation (4), Nominating/Corporate Governance (2), and Finance (2) meetings; independent directors meet in executive session at least quarterly .
- Leadership structure: Loeffler is a retired non-executive Chairman; the Presiding Director can call, schedule and chair executive sessions, and coordinates post-meeting feedback with the CEO .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual retainer | 100,000 | Standard non-employee director cash retainer |
| Chairman of the Board fee | 180,000 | Additional fee for Chair role |
| Total cash fees | 280,000 | Sum of retainer and Chair fee |
| Restricted stock grant (grant date fair value) | 180,071 | 2,730 shares granted on 05/17/2024; vesting expected 05/14/2025 |
| Total (cash + equity) | 460,071 | No options; no meeting fees; no other compensation |
2025 fee schedule changes (effective Jan 1, 2025):
| Component (2025 structure) | Amount ($) | Notes |
|---|---|---|
| Annual retainer | 115,000 | Increased from $100,000 |
| Chairman of the Board fee | 210,000 | Increased from $180,000 |
| Presiding Director fee | 45,000 | Increased from $35,000 (not applicable to Loeffler) |
| Audit Committee Chair fee | 30,000 | Increased from $25,000 (not applicable to Loeffler) |
| Other Committee Chair fees | 20,000 | Increased from $15,000 (not applicable to Loeffler) |
| Annual restricted stock value | ~205,000 | Increased from ~$180,000 |
- Director compensation benchmarking is advised by Meridian Compensation Partners; the Board states amounts are aligned with market practice .
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Vehicle/Terms |
|---|---|---|---|---|---|
| Restricted Stock | 05/17/2024 | 2,730 | 180,071 | Expected 05/14/2025 | Annual grant under Directors Restricted Stock Plan; time-based vesting; no options awarded to directors |
- Clawback policy and directors’ stock ownership guidelines are disclosed at the governance documents level (see below); no performance metrics (TSR/EBITDA/ESG) are tied to director compensation grants .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None |
| Compensation Committee interlocks | Committee members disclosed; no interlocks or related person transactions requiring disclosure; Loeffler is not a member |
| Related-party transactions | None identified over $120,000 in or after 2024 (aside from arm’s-length plan services with Fidelity) |
Expertise & Qualifications
- Deep interconnect industry experience; institutional knowledge; international leadership .
- Audit and finance; capital markets; corporate governance/compliance; risk oversight; M&A; manufacturing; supply chain; talent development; technology .
- Technical credentials: PhD in physics; semiconductor research background; BS/PhD University of Innsbruck .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 1,336,374 shares (including trusts and restricted stock) |
| Percent of class | <1% |
| Composition | 1,333,644 shares held in trusts over which Loeffler has sole voting power; includes 2,730 shares of restricted stock vesting within 60 days of 03/17/2025 |
| Options (exercisable within 60 days) | 0 (no options disclosed for directors; option column “n/a”) |
Stock ownership guidelines (non-employee directors): Encouraged to own shares equal to at least 5x the annual cash retainer; 60% of the value of vested but unexercised options (cashless exercise assumption) counts toward guidelines; five years to attain; unvested options do not count .
Hedging policy: Prohibition on short sales, transactions in derivative securities, and hedging is disclosed in governance policies .
Governance Assessment
- Independence and role: Loeffler is an independent, retired non-executive Chairman; Board independence is reinforced by a Presiding Director who leads executive sessions and coordinates feedback to the CEO .
- Engagement: 100% attendance and quarterly executive sessions suggest strong director engagement; Board and committees met regularly in 2024 (Board: 9; Audit: 6; Compensation: 4; Nominating/Corporate Governance: 2; Finance: 2) .
- Alignment and incentives: Director pay structure is simple (retainer + Chair fee + annual restricted stock); no options granted to directors; equity grants are time-based rather than performance-based; ownership guidelines encourage meaningful equity alignment .
- Conflicts and related-party exposure: The proxy reports no related-party transactions above $120,000 involving directors; arm’s-length plan services with Fidelity are disclosed .
RED FLAGS
- None disclosed regarding related-party transactions, low attendance, or option repricing for directors; hedging is prohibited by policy .