Michael R. Ivas
AMPHENOL CORP /DE/About Michael R. Ivas
Michael R. Ivas, 54, is Amphenol’s Vice President and Corporate Controller and was designated Principal Accounting Officer effective May 8, 2025. He joined Amphenol in 2001 (Director of Internal Audit 2001–2008; Group Controller, Military, Aerospace and Industrial Group 2008–2015; VP, Corporate Controller since 2015). He is a CPA and holds a B.B.A. in Accounting from Westfield State University; he began his career at PricewaterhouseCoopers in Audit and Assurance (1994–2001) . Company performance context: in 2024 Amphenol delivered net sales of $15.2B (+21% YoY) and GAAP diluted EPS of $1.92 (Adjusted diluted EPS $1.89, +25% YoY) .
| Company Performance Context | 2023 | 2024 |
|---|---|---|
| Net Sales ($MM) | 12,555 | 15,223 |
| GAAP Diluted EPS ($) | 1.55 | 1.92 |
| Adjusted Diluted EPS ($) | 1.51 | 1.89 |
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Amphenol | Principal Accounting Officer (designation) | Effective May 8, 2025 | Designated PAO; CFO remains PFO |
| Amphenol | VP, Corporate Controller | 2015–present | Corporate finance leadership |
| Amphenol | Group Controller, Military, Aerospace and Industrial Group | 2008–2015 | Group-level controller role |
| Amphenol | Director of Internal Audit | 2001–2008 | Joined Amphenol in 2001 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PricewaterhouseCoopers | Audit & Assurance (Manager) | 1994–2001 | Greater Hartford and Boston |
Fixed Compensation
- Not individually disclosed for Mr. Ivas in the 2025 DEF 14A or the May 14, 2025 8-K. The 8-K confirms only his designation as Principal Accounting Officer; it does not specify base salary or target bonus for Mr. Ivas .
Performance Compensation
- Management Incentive Plan (MIP) eligibility: Mr. Ivas “will continue to participate in the 2025 Amphenol Corporation Management Incentive Plan” .
- For executives with company-wide responsibilities, the MIP quantitative metrics are Company revenue growth and Company Adjusted Diluted EPS growth, equally weighted; target levels are 7% (revenue) and 11% (Adjusted Diluted EPS). Max payout (quantitative portion) requires 17.5% revenue growth and 27.5% Adjusted Diluted EPS growth. 2025 criteria unchanged vs. 2024 .
| MIP Design (HQ roles) | Weighting | Target | Maximum | 2025 Status |
|---|---|---|---|---|
| Company Revenue Growth | 50% | 7% | 17.5% | Unchanged from 2024 |
| Company Adjusted Diluted EPS Growth | 50% | 11% | 27.5% | Unchanged from 2024 |
| Qualitative Adjustment | Discretionary | n/a | n/a | Qualitative factors may adjust multiplier |
- Long-term incentives: Eligible for stock option awards under the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries . Company-wide practice emphasizes stock options for NEOs, with no RSU/PSU “Stock Awards” shown for 2024 NEO compensation (illustrative of program design) .
Equity Ownership & Alignment
- Section 16 initial statement (Form 3) filed May 15, 2025.
| Beneficial Ownership (Non-Derivative) | Amount | Ownership Form |
|---|---|---|
| Class A Common Stock | 152,412 | Direct (D) |
| Class A Common Stock | 2,995 | Indirect (By children) |
| Class A Common Stock | 1,700 | Indirect (By spouse) |
| Option Awards (Derivative) | Date Exercisable | Expiration | Shares | Exercise Price ($) | Vesting |
|---|---|---|---|---|---|
| Stock Option | 05/19/2018 | 05/19/2027 | 90,000 | 18.23 | 20%/yr over 5 yrs starting 1st anniversary |
| Stock Option | 05/18/2019 | 05/18/2028 | 240,000 | — | 20%/yr over 5 yrs starting 1st anniversary |
| Stock Option | 05/23/2020 | 05/23/2029 | 228,000 | 22.37 | 20%/yr over 5 yrs starting 1st anniversary |
| Stock Option | 05/21/2021 | 05/21/2030 | 228,000 | 22.55 | 20%/yr over 5 yrs starting 1st anniversary |
| Stock Option | 05/20/2022 | 05/20/2031 | 128,000 | 33.30 | 20%/yr over 5 yrs starting 1st anniversary |
| Stock Option | 05/19/2023 | 05/19/2032 | 120,000 | 33.80 | 20%/yr over 5 yrs starting 1st anniversary |
| Stock Option | 05/19/2024 | 05/19/2033 | 101,204 | 37.90 | 20%/yr over 5 yrs starting 1st anniversary |
| Stock Option | 05/17/2025 | 05/17/2034 | 63,989 | 65.96 | 20%/yr over 5 yrs starting 1st anniversary |
- Hedging/pledging: Company policy prohibits officers from short sales, transactions in derivative securities, hedging, margin purchases (except cashless option exercises), and pledging Company securities to secure loans, supporting alignment and reducing risk signals .
- Stock ownership guidelines: Company policy sets CEO at 6x base salary and CFO at 3x; the proxy describes guidelines for “non-employee directors and certain executive officers,” but only the CEO and CFO multiples are specified. No specific multiple is disclosed for the Corporate Controller role .
Employment Terms
- Appointment: Designated Principal Accounting Officer effective May 8, 2025; CFO remains Principal Financial Officer .
- Compensation programs: Will continue to participate in the 2025 MIP; remains eligible for stock option awards under the 2017 Plan .
- Relationships/related parties: No family relationship with any directors or executive officers; appointment not pursuant to any arrangement/understanding; no related party transactions requiring disclosure .
- Clawback: Company maintains a Clawback Policy compliant with Exchange Act Rule 10D-1 and NYSE Listing Standards for recovery of erroneously awarded incentive compensation upon an accounting restatement .
- Change in control (plan-level option terms): Under the 2009 Option Plan, immediately prior to a change in control all outstanding options may vest at the Board’s discretion; under the 2017 Option Plan, the plan administrator has discretion to accelerate options upon a change in control .
- Equity grant practices: Options generally granted with exercise price at or above grant-date close; the Committee’s general practice avoids timing around MNPI, and grants were not made during prohibited windows in 2024 .
Investment Implications
- Pay-for-performance alignment: As a headquarters executive participating in the MIP, Mr. Ivas’ annual incentive is tied to Company revenue growth and Adjusted Diluted EPS growth with equal weighting; criteria for 2025 are unchanged, aligning cash incentives with growth and profitability . Heavy reliance on stock options for long-term incentives further aligns outcomes with total shareholder return over multi-year horizons .
- Retention and selling pressure: Multi-year option ladders (2018–2025 grants) with 5-year ratable vesting and expirations spanning 2027–2034 create staggered retention hooks; upcoming vesting/exercise windows may influence trading, but officers are subject to insider trading policy pre-clearance and blackout windows, and hedging/pledging is prohibited, reducing adverse signal risk .
- Governance and risk: Presence of a compliant clawback policy, prohibition on hedging/pledging, and discretionary CIC acceleration under the 2017 Plan indicate balanced governance controls. No related-party ties were disclosed upon his appointment, lowering governance red flags .
- Monitoring: Track future Section 16 filings (Forms 4/5) for exercises or sales around annual May grant/vesting cycles and option expirations, as well as any changes in incentive plan design disclosed in subsequent proxies.