Rita S. Lane
AMPHENOL CORP /DE/About Rita S. Lane
Independent director of Amphenol (APH) since 2020; age 62. Former VP of Operations at Apple, leading iPad launch and Mac manufacturing; prior SVP Integrated Supply Chain/Chief Procurement Officer at Motorola (2006–2008), senior operations roles at IBM for 10+ years, and five years as a Captain in the U.S. Air Force. Degrees: BS EE (U.S. Air Force Academy), MS EE (Purdue), MBA (UC Berkeley); recognized by Purdue as distinguished alumni (2011, 2014). Serves as Executive Committee Chair and member of Finance and Nominating/Corporate Governance Committees; Board classifies her as independent, with 100% attendance in 2024 meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Vice President of Operations; oversaw iPad launch and Mac manufacturing | Retired 2014 | Significant global hardware operations leadership and supply chain impact . |
| Motorola, Inc. | SVP Integrated Supply Chain / Chief Procurement Officer | 2006–2008 | Led procurement and supply chain transformation . |
| IBM | Senior-level operations roles | >10 years (prior to 2006) | Deep manufacturing and supply chain experience . |
| U.S. Air Force | Captain | 5 years | Leadership and technical discipline . |
External Roles
| Organization | Role | Current/Past | Committees |
|---|---|---|---|
| L3Harris Technologies, Inc. | Director | Current | Ad Hoc Business Review; Innovation & Cyber; Nominating & Governance . |
| Signify N.V. | Director | Current | Nominating & Governance; Digital Committee . |
| Sanmina Corporation | Director | Past | Not disclosed in APH proxy . |
| Alkegen (Private) | Board member | Current | Not disclosed in APH proxy . |
| National Academy of Sciences | Member, Policy and Global Affairs Committee | Current | Not disclosed in APH proxy . |
Board Governance
- Committee assignments: Executive Committee (Chair), Finance Committee (member), Nominating/Corporate Governance Committee (member) .
- Independence: Board identifies Lane as independent; only CEO Norwitt is non-independent .
- Attendance: 100% of Board and relevant Committee meetings in 2024 for all director nominees (includes Lane) .
- Executive Committee remit and limits: Can act between Board meetings but cannot approve transactions >$100M, amend charter/bylaws, declare dividends or issue capital stock, among other limitations; Lane chairs this committee .
- Governance oversight: Nominating/Corporate Governance Committee oversees corporate governance guidelines, shareholder proposal responses, governance trends, and Board evaluations .
- Board leadership: Presiding Director (Falck) leads executive sessions of independent directors; Chairman (Loeffler) is independent and retired from APH .
Fixed Compensation
| Year | Cash Retainer | Chair Fees (Exec. Committee) | Other Cash Fees | Cash Total (Lane) | Equity Grant Value | Total Compensation |
|---|---|---|---|---|---|---|
| 2024 | $100,000 | $15,000 | None disclosed for Lane | $115,000 | $180,071 (2,730 RS granted 5/17/2024) | $295,071 |
| 2025 (schedule) | $115,000 | $20,000 | N/A (schedule updates only) | N/A (individual amounts not yet disclosed) | ~$205,000 (annual director RS value) | N/A |
Notes:
- 2024 equity grants determined by dividing $180,000 by APH closing price ($65.96) on 5/17/2024; adjusted for 2024 stock split .
- No additional compensation programs for non-employee directors; no pension for non-employee directors; perquisites not provided .
Performance Compensation
| Component | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director equity | May 17, 2024 | Restricted Stock | 2,730 shares | $180,071 | Fully vests May 14, 2025 (unless meeting postponed) . |
- No option awards or non-equity incentive plan compensation for non-employee directors .
- No disclosed performance metrics tied to director compensation; annual RS grants are time-based under the Directors Restricted Stock Plan approved May 2024 .
Other Directorships & Interlocks
| Company | Relationship to APH | Potential Interlock Consideration |
|---|---|---|
| L3Harris Technologies, Inc. | Defense/aerospace OEM; APH supplies connectors broadly to industrial and defense markets | Sector overlap may imply information flows; APH reports no related party transactions >$120,000 in 2024 . |
| Signify N.V. | Lighting/electronics | No APH related transactions disclosed; standard related-party review policy in place . |
- Related party policy requires review of director-affiliated transactions; none other than Fidelity plan services were identified above $120,000 in 2024 (arm’s-length); no director-specific transactions reported .
Expertise & Qualifications
- Skills highlighted: Corporate governance/compliance, manufacturing, supply chain, technology, international, risk oversight, business development & strategy; board cites her technology and global hardware operations background as particularly impactful .
Equity Ownership
| Holder | Direct Shares | Restricted Shares (unvested) | Notes |
|---|---|---|---|
| Rita S. Lane | 122,990 shares owned directly | 2,730 RS shares vesting within 60 days of 3/17/2025 | Aggregate ownership is less than 1% of APH outstanding; directors’ table includes RS shares . |
- Stock ownership guidelines: Non-employee directors encouraged to own ≥5x annual cash retainer; 5-year period to attain; 60% of value of vested but unexercised options counts; individual compliance status not disclosed .
- Insider trading and hedging: Company policy includes prohibitions on short sales, derivative transactions and hedging, with posted governance documents .
Governance Assessment
- Strengths: Independent status; Executive Committee chair role provides operational continuity with defined oversight limits; 100% attendance; deep supply chain/manufacturing and technology expertise relevant to APH’s connector and interconnect markets .
- Incentive alignment: Meaningful direct share ownership (122,990) plus annual RS grants; director pay mix balanced between cash retainer and equity; no options or variable bonus that could misalign with long-term oversight .
- Compensation governance: Non-employee director pay reviewed annually; Meridian Compensation Partners engaged as independent consultant; 2025 adjustments maintain market alignment .
- Conflicts/related party risk: No related party transactions >$120k identified beyond arm’s-length plan services; robust related party review policy; no pledging disclosed in proxy .
- RED FLAGS: None apparent from proxy disclosures—no low attendance, no discretionary bonuses, no option repricings, no related-party transactions involving Lane, and clear independence status .