Robert A. Livingston
AMPHENOL CORP /DE/About Robert A. Livingston
Robert A. Livingston (age 71) is an independent director of Amphenol (APH) since 2018 and currently serves as Chair of the Compensation Committee, a member of the Audit Committee (designated an Audit Committee Financial Expert), and a member of the Executive Committee. He is the former President and Chief Executive Officer of Dover Corporation (2008–2018) and holds a B.S. in Business Administration from Salisbury University . The Board has determined he is independent, and he attended 100% of Board and applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dover Corporation | President & CEO | 2008–2018 | Led a large U.S. multi-national industrial; experience in manufacturing, M&A, finance; brought operating leadership to APH Board . |
| Dover Corporation | Chief Operating Officer | 2008 | Operating leadership at corporate level . |
| Dover Engineered Systems, Inc. (Dover) | President & CEO | 2007–2008 | Segment CEO responsibilities . |
| Dover Electronics, Inc. (Dover) | President & CEO | 2004–2007 | Segment CEO responsibilities . |
| Vectron International Inc. | President | 2004 | Operating leadership within Dover portfolio . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RPM International Inc. | Lead Director; Chair, Compensation Committee; Member, Executive Committee | Current | Ongoing public company governance leadership; compensation oversight and executive committee service . |
| Spectrum Control (private) | Director | Until Jan 2024 | Private company board service . |
| Museum of Science and Industry, Chicago (non-profit) | Board of Trustees | Current | Non-profit governance . |
| Chicago Council on Global Affairs (non-profit) | Board member | 2014–2021 | Non-profit governance . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director per NYSE standards; only the CEO is not independent . |
| APH Committees | Compensation Committee (Chair); Audit Committee (member, Financial Expert); Executive Committee (member) . |
| Financial Expert | Designated “audit committee financial expert” by the Board . |
| Attendance | 100% attendance at Board and assigned committee meetings in 2024 . |
| Board/Committee Meetings (2024) | Board (9), Audit (6), Compensation (4), Nominating/Corporate Governance (2), Finance (2) . |
| Executive Sessions | Independent directors meet in executive session at least quarterly . |
| ESG Oversight Linkage | As Compensation Committee Chair, helps oversee the “Social” portion of ESG, including human capital programs . |
| Tenure on APH Board | Director since 2018 . |
Fixed Compensation
| Component (Director, APH) | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees (retainer + chair fees) | $115,000 | Includes $100,000 retainer and $15,000 Compensation Committee Chair fee . |
| Equity grant (restricted stock) | $180,071 | 2,730 RS shares granted 5/17/2024; vest fully 5/14/2025; grant value per ASC 718 . |
| Total (2024) | $295,071 | No option awards or other director benefits . |
| 2025 Fee Schedule Changes (effective Jan 1, 2025) | Amount |
|---|---|
| Annual retainer | $115,000 |
| Committee chair fee (Compensation) | $20,000 |
| Equity grant value (approximate) | $205,000 |
APH non-employee director pay consists of a cash retainer, committee chair fees, and annual restricted stock; no meeting fees are paid .
Performance Compensation
| Component | Structure | Performance Metric(s) | Vesting/Terms |
|---|---|---|---|
| Annual director equity | Restricted stock under Directors Restricted Stock Plan | None (time-based, not performance-based) | 2024 grant of 2,730 RS on 5/17/2024 vests 5/14/2025; grant value $180,071 . |
APH does not use options or PSUs for directors; directors receive time-based restricted stock; options are not part of the director program .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Disclosure |
|---|---|---|
| RPM International Inc. | Public company directorship; not identified as customer/supplier relationship | Listed in APH proxy; no related-person transactions disclosed involving Mr. Livingston . |
- Compensation Committee interlocks: During 2024, none of the Compensation Committee members (including Mr. Livingston) were employees/officers of APH, and none had related person transactions requiring disclosure .
- Related-party transactions: APH reported none (above $120,000) involving directors beyond arm’s-length plan-related fees to Fidelity; no other related-party transactions identified .
Expertise & Qualifications
- Skill set flagged by APH: Audit & Finance; Business Development & Strategy; Capital Markets; Corporate Governance/Compliance; International; Manufacturing; Mergers & Acquisitions; Risk Oversight; Supply Chain; Talent Development; Technology .
- Background includes a decade as CEO of Dover and prior segment CEO roles, bringing operating, M&A, and finance acumen .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (APH) | 125,720 shares; less than 1% of outstanding . |
| Restricted stock (unvested) | 2,730 shares granted 5/17/2024; vest 5/14/2025 . |
| Options | None as a director (director program uses restricted stock) . |
| Ownership guidelines | Non-employee directors encouraged to hold ≥5x annual cash retainer; 60% of value of vested but unexercised options can count (where applicable) . |
| Hedging/pledging | Company policy prohibits short sales, derivatives, hedging, and pledging by officers and directors . |
Governance Assessment
- Board effectiveness and engagement: Chair of Compensation Committee; Audit Committee Financial Expert; Executive Committee member—positions that indicate deep involvement in pay oversight, financial reporting, and between-meeting authority. 100% attendance in 2024 underscores engagement .
- Independence and alignment: Board has determined Mr. Livingston is independent; APH enforces director stock ownership guidelines and prohibits hedging/pledging, supporting alignment with shareholders .
- Compensation structure signals: Director pay mix balances cash (retainer/committee chair) with time-based restricted stock; no performance-linked director equity—standard practice that avoids short-term incentives for directors .
- Conflicts/related-party exposure: No related-person transactions disclosed for Mr. Livingston; Compensation Committee interlocks clean; no red flags identified .
- Shareholder sentiment: Say-on-pay for executives received >91% support in 2024, indicating overall investor confidence in APH’s compensation governance framework (context for Compensation Committee oversight) .
RED FLAGS: None disclosed regarding attendance, related-party dealings, hedging/pledging, or compensation anomalies for Mr. Livingston .