Nancy A. Altobello
AMPHENOL CORP /DE/About Nancy A. Altobello
Independent director at Amphenol (APH) since 2021; Age 67. She serves as Chair of the Audit Committee and is a member of the Compensation Committee. Former Global Vice Chair, Talent at Ernst & Young (EY) and long-time audit partner; Certified Public Accountant with a B.S. in accounting (honors) from Fairfield University; completed executive programs (Harvard Business School, Northwestern) and holds certificates in Board Excellence (HBS) and Climate Change (Diligent). Designated by the Board as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Vice Chair, Talent | Jul 2014 – Jun 2018 | Led global talent/people strategy; preceded by Americas Vice Chair, Talent; Managing Partner, Northeast Region Audit & Advisory; Managing Partner, North American Audit Practice; former audit partner to leading global public companies. |
| Ernst & Young (EY) | Americas Vice Chair, Talent; Managing Partner (Northeast Region Audit & Advisory; North American Audit) | Prior to 2014 (dates not specified) | Deep audit leadership and public company audit partner experience. |
External Roles
| Organization | Role | Status | Committees/Details |
|---|---|---|---|
| MarketAxess Holdings Inc. | Director | Current | Chair, Compensation and Talent Committee; Member, Nominating & Corporate Governance Committee. |
| WEX Inc. | Director | Current | Chair, Corporate Governance Committee; Member, Leadership Development & Compensation Committee. |
| Fidelity Charitable (non-profit) | Director | Current | Board service at donor-advised fund sponsor. |
| Cornerstone OnDemand, Inc. | Director | Past | Public company board (past). |
| MTS Systems Corporation | Director | Past | Was on MTS board at the time it was acquired by Amphenol. |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined she is independent under NYSE standards; all members of Audit, Compensation, Nominating/CG, Executive, and Finance Committees are independent. |
| Committee assignments (APH) | Audit Committee (Chair); Compensation Committee (member). |
| Audit financial expert | Board determined Ms. Altobello is an “audit committee financial expert.” |
| Attendance | In 2024, each director nominee (including Ms. Altobello) attended 100% of Board and relevant committee meetings. |
| Compensation Committee interlocks | None; no related person transactions for committee members. |
| Auditor oversight & pre-approvals | Audit Committee pre-approves auditor services; pre-approval authority may be delegated to the Audit Committee Chair for engagements ≤$25,000; all 2024 fees were pre-approved. Hiring restrictions apply to former auditor employees. |
Audit and non-audit fees overseen by the Audit Committee:
| Type of Fees ($ in thousands) | 2023 | 2024 |
|---|---|---|
| Audit Fees | 6,419 | 7,089 |
| Audit-Related Fees | 229 | 384 |
| Tax Fees | 319 | 343 |
| All Other Fees | 127 | 306 |
| Total | 7,094 | 8,122 |
Fixed Compensation
Director compensation structure and Ms. Altobello’s 2024 pay:
| Metric | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | 122,459 |
| Stock Awards ($) | 180,071 |
| Option Awards ($) | n/a |
| Non-Equity Incentive Plan Compensation ($) | n/a |
| Change in Pension Value/Deferred Comp Earnings ($) | n/a (no director pension) |
| All Other Compensation ($) | n/a |
| Total ($) | 302,530 |
Board-wide non-employee director fee schedule (program-level):
| Component | 2024 | Effective Jan 1, 2025 |
|---|---|---|
| Annual Retainer | $100,000 | $115,000 |
| Audit Committee Chair Fee | $25,000 | $30,000 |
| Other Committee Chair Fee | $15,000 | $20,000 |
| Presiding Director Fee | $35,000 | $45,000 |
| Chairman of the Board Fee | $180,000 | $210,000 |
| Annual Equity Grant Value | ~$180,000 | ~$205,000 |
Notes:
- The Company provides no other director compensation programs or benefits beyond these elements.
- Altobello became Audit Chair on Feb 7, 2024; Audit Chair fees were prorated between her and the prior chair for 2024.
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (time-based) | May 17, 2024 | 2,730 | $180,071 | Fully vests May 14, 2025 (assuming meeting not postponed). |
- Director equity is time-based restricted stock; no performance metrics are attached to director awards.
- Governance documents (including Clawback Policy) are posted on the company website; policy scope details are not specified in the proxy.
Other Directorships & Interlocks
| Company/Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| MarketAxess Holdings Inc. | Current public company board; committee chair/member roles | No APH-related related-person transactions disclosed. |
| WEX Inc. | Current public company board; committee chair/member roles | No APH-related related-person transactions disclosed. |
| MTS Systems Corporation | Past public board; was on the board when APH acquired MTS | Historical overlap to monitor; proxy reports no related-person transactions requiring disclosure. |
| Fidelity Charitable | Non-profit board | Separate from FMR LLC; APH reported only plan-related fees paid to Fidelity (FMR LLC affiliates) on arm’s-length terms; no other related-party transactions. |
Expertise & Qualifications
- CPA; extensive audit partner experience with large global public companies; deep talent leadership background (EY Global Vice Chair, Talent).
- Audit Committee Financial Expert; skills include Audit & Finance, Capital Markets, Corporate Governance/Compliance, Risk Oversight, M&A, International, Environmental, Talent Development.
- Education: B.S. Accounting (honors), Fairfield University; executive programs (Harvard Business School, Northwestern/Kellogg); certificates in Board Excellence (HBS) and Climate Change (Diligent).
Equity Ownership
| Holder | Total Beneficial Ownership | Directly Owned | Restricted Stock (vesting within ~60 days of 3/17/25) | % of Class |
|---|---|---|---|---|
| Nancy A. Altobello | 16,482 shares | 13,752 shares | 2,730 shares | * (Less than 1%) |
Stock ownership guidelines for alignment:
- Non-employee directors are encouraged to own shares equal to ≥5x the annual cash retainer within 5 years of appointment; CEO 6x base salary; CFO 3x. For ownership calculation, 60% of value of vested but unexercised options counts; unvested options do not. Individual compliance status is not disclosed.
Governance Assessment
- Strengths for investor confidence: Independent director with 100% attendance, designated audit committee financial expert, and Chair of Audit Committee with robust pre-approval and auditor independence oversight; compensation committee member with no interlocks or related-person transactions.
- Incentive alignment: Director pay balanced toward equity (restricted stock) with clear, near-term vesting; program reviewed annually using an independent consultant (Meridian); 2025 increases to retainer, chair fees, and equity value remain market-aligned per consultant.
- Conflicts/related-party exposure: No related-person transactions >$120,000 reported; historical note that she served on MTS Systems’ board when APH acquired MTS—no ongoing related-party issues disclosed. Affiliates of FMR LLC provide plan services to APH on arm’s-length terms; Altobello’s service is with Fidelity Charitable (non-profit), not FMR LLC.
- Monitoring items: Continue to review any future transactions or customer/supplier overlaps related to her external public boards (MarketAxess, WEX), and ensure adherence to director stock ownership guidelines (5x retainer) as the five-year window progresses.