R. Adam Norwitt
AMPHENOL CORP /DE/About R. Adam Norwitt
R. Adam Norwitt (age 55) has served as Amphenol’s President since 2007 and Chief Executive Officer since 2009; he joined Amphenol ~25 years ago after beginning his career as a corporate lawyer at Gibson, Dunn & Crutcher. He holds a BS in International Politics (Georgetown SFS), a JD (University of Michigan) and an MBA (INSEAD), and is fluent in French and Chinese . Under his leadership, Amphenol delivered 2024 net sales of $15.2B (+21% y/y), GAAP diluted EPS of $1.92 (+24%), adjusted diluted EPS of $1.89 (+25%), GAAP/adjusted operating margins of 20.7%/21.7%, free cash flow of $2.2B, and a 10‑year TSR of ~19% CAGR vs ~13% for the S&P 500; over the last decade, net sales grew 185% and adjusted diluted EPS 238% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amphenol | President | 2007–present | Led scale-up and margin expansion; successful M&A program |
| Amphenol | CEO | 2009–present | Drove 10-year TSR ~19% CAGR and multi-year EPS/sales growth |
| Amphenol | COO | 2007–2008 | Transition to CEO; operational oversight |
| Amphenol | SVP & Group GM, RF & Microwave | 2006 | Grew RF/microwave portfolio |
| Amphenol | VP & Group GM, RF & Microwave | 2004–2006 | Built product leadership; lived ~5 years in Asia |
| Amphenol | Various operating roles (GM/BD) | Pre‑2004 | International expansion; local execution in Asia |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gibson, Dunn & Crutcher LLP | Corporate lawyer | Pre‑Amphenol | Legal/transactions foundation |
| Other public company boards | None | n/a | No outside public board commitments |
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Actual bonus ($) | Perquisites (select) |
|---|---|---|---|---|
| 2024 | 1,510,000 | 170% | 5,005,650 | Car & driver $12,114; security $54,630; group life imputed $10,062 |
| 2025 | 1,565,000 (effective Jan’25) | 180% (raised from 170%) | n/a | Continues car/driver and security in 2025 |
Notes: CEO pay mix ~90% at‑risk in 2024; ~10% fixed (salary + “all other comp”) .
Performance Compensation
Annual cash incentive (2024 plan mechanics for CEO)
| Metric | Weighting | Target | Maximum | 2024 Actual (Company) | Payout/Multiplier |
|---|---|---|---|---|---|
| Constant‑currency Net Sales Growth | 50% | 7% | 17.5% | 22% | 195% overall multiplier for CEO |
| Adjusted Diluted EPS Growth | 50% | 11% | 27.5% | 25% | 195% overall multiplier for CEO |
- Formula: Bonus = Base salary × Target % × Multiplier; CEO payout for 2024 = $1,510,000 × 170% × 195% = $5,005,650 (paid Jan 2025) .
- Plan typically pays 0% if y/y Adjusted EPS declines for corporate roles .
Equity incentives (options)
| Grant date | Type | Securities | Exercise price | Vesting | Grant date fair value |
|---|---|---|---|---|---|
| May 17, 2024 | Non‑qualified stock options | 538,666 | $65.96 | 20% annually over 5 years (May 17, 2025–2029) | $10,460,894 |
- Plan design: annual stock option awards; 10‑year term; no grants below FMV; no SARs; options comprise the sole long‑term equity vehicle; vest 20% per year over 5 years; no repricing (2024 split-adjustments only) .
Realized activity (2024)
| Metric | Amount |
|---|---|
| Options exercised (shares) | 2,340,000 |
| Value realized on exercise | $112,908,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 9,160,306 shares beneficially owned (<1% of class) |
| Composition | 2,870,652 shares owned (2,006,475 directly; 864,177 in trusts) + 6,289,654 options exercisable/within 60 days |
| Shares outstanding (record date) | 1,211,783,313 |
| Ownership guidelines | CEO must hold ≥6× base salary; 60% of value of vested, unexercised options (assuming cashless exercise) counts; unvested options do not count |
| Hedging/pledging | Prohibited for officers/directors (short sales, derivatives, hedging, margin pledges) |
| Insider trading policy | Pre‑clearance and MNPI restrictions in place |
| Upcoming vesting (select) | 2024 grant vests 20% on each of May 17, 2025/2026/2027/2028/2029 |
Employment Terms
| Topic | Terms (CEO) |
|---|---|
| Employment agreement | No fixed‑term CEO employment agreement disclosed |
| Severance multiple | None; “severance payment” row shown as $0 across termination scenarios |
| Non‑compete consideration | Company may pay 50% of base salary for up to 2 years post‑termination in exchange for a firm non‑compete; shown as $1,510,000 based on 12/31/24 base |
| Change‑in‑control (equity) | 2009 plan: automatic acceleration at Board discretion immediately prior to a CIC; 2017 plan: administrator (Comp Committee) has discretion to accelerate upon CIC |
| Disability | Short‑term disability pays up to 6 months at 100% salary; for CEO shown as $755,000 potential |
| Clawback | Policy adopted per Exchange Act Rule 10D‑1/NYSE standards for incentive‑based comp upon restatement |
| Pension | U.S. Pension Plan/SERP frozen since 12/31/06; 2024 present value: Pension $72,300; SERP $24,400 |
| Deferred comp (DC SERP) | Company 2024 contribution: $81,550; CEO elective deferral $343,350; aggregate 2024 notional earnings $1,380,099; year‑end balance $8,115,520 |
Board Governance
- Board service: Director since 2009; not independent due to current employment .
- Leadership structure: Independent Chairman (Martin H. Loeffler) and Presiding Director (David P. Falck); CEO is an inside director; committees are fully independent .
- Committee roles: Norwitt serves on no board committees .
- Attendance: In 2024, all director nominees attended 100% of board/committee meetings; CEO was the only then‑current board member to attend the 2024 annual meeting .
- Other public boards: None .
- Director pay: Non‑employee directors receive cash retainers/fees and annual restricted stock; employee directors (including CEO) do not receive separate director fees .
Performance & Track Record (selected)
| Metric (FY 2024) | Result |
|---|---|
| Net Sales | $15.2B; +21% reported; +13% organic vs 2023 |
| GAAP Diluted EPS | $1.92; +24% y/y |
| Adjusted Diluted EPS | $1.89; +25% y/y |
| Operating Margin (GAAP/Adj.) | 20.7% / 21.7% |
| Operating Cash Flow / Free Cash Flow | $2.8B / $2.2B |
| 10‑year growth/TSR | Sales +185%, Adj. EPS +238%, operating cash flow +220%; TSR ~19% CAGR (vs S&P 500 ~13%) |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support >91% .
- Ongoing investor outreach; governance enhancements include clawback policy, proxy access, majority voting in uncontested elections, ability to act by written consent, and reduced special‑meeting threshold to 25% (with 1‑year holding) .
Compensation Structure Analysis
- Mix and risk: CEO compensation is ~90% at‑risk (annual cash incentive + stock options), ~10% fixed; stock options vest over 5 years and require post‑grant price appreciation (exercise‑price at FMV) .
- Metric rigor: Corporate plan weighted equally to revenue growth and adjusted EPS growth; 2024 targets 7%/11% and maximums 17.5%/27.5%; actuals 22%/25% yielded ~195% multiplier for HQ roles (including CEO) .
- Equity vehicle: Options only; no RSUs/PSUs; no SARs; no repricing (split adjustments only) .
- Clawback and conduct: Clawback in place; anti‑hedging/pledging; insider‑trading pre‑clearance .
Detailed Compensation and Ownership Tables
CEO Summary Compensation (selected line items)
| Year | Salary ($) | Option Awards ($) | Non‑Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,510,000 | 10,460,894 | 5,005,650 | 180,206 | 17,156,750 |
| 2023 | 1,455,000 | 9,098,783 | 0 | 382,124 | 10,944,707 |
| 2022 | 1,400,000 | 8,424,801 | 3,780,000 | 350,882 | 13,955,683 |
CEO Beneficial Ownership (as of March 17, 2025)
| Holder | Shares/Options | % of Class |
|---|---|---|
| R. Adam Norwitt | 2,870,652 shares (2,006,475 direct; 864,177 trusts); 6,289,654 options exercisable/within 60 days | <1% |
Outstanding CEO Option Awards (unexercised) – vesting cadence
| Grant/exercise price | Exercisable (#) | Unexercisable (#) | Vesting notes |
|---|---|---|---|
| 2014–2019 low‑$20s to low‑$30s series (examples: $22.55, $33.30, $33.80, $37.90) | Various (e.g., 1,136,000; 679,200; 404,066; 170,388) | 284,000; 452,800; 606,102; 681,558 | Remaining tranches vest through May 2028 per footnotes |
| 2024 grant ($65.96) | 0 | 538,666 | 20% each May 17, 2025–2029 |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (reduces misalignment risk) .
- Repricing/modification: None in 2024 (options adjusted only for stock split) .
- Tax gross‑ups: Not disclosed for CEO perquisites; no gross‑up language cited .
- Related‑party transactions: None requiring disclosure beyond plan service providers (Fidelity) on arm’s‑length terms .
- Insider selling pressure: CEO realized ~$112.9M from 2.34M option exercises in 2024; monitor future Form 4s for pattern persistence .
Investment Implications
- Alignment: Heavy use of long‑duration, at‑the‑money options tightly links pay to multi‑year TSR and discourages risk‑shifting; targets emphasize both top‑line and earnings growth (equal weights) .
- Retention vs liquidity: Five‑year vesting and large outstanding unvested tranches support retention; sizable 2024 exercises indicate realized liquidity that could temper near‑term selling pressure depending on future grants and 10b5‑1 plans .
- Governance quality: Independent Chair/Presiding Director and fully independent committees mitigate CEO/director dual‑role risks; clawback and anti‑hedging/pledging policies strengthen investor protections .
- Downside protection: Lack of contractual severance multiples or guaranteed CIC cash parachutes reduces shareholder‑unfriendly payouts; equity acceleration remains at committee discretion under the 2017 plan .
- Performance backdrop: Strong multi‑year growth and TSR under current leadership underpin pay‑for‑performance case; continued option‑only design magnifies sensitivity to sustained TSR versus peers .