William J. Doherty
AMPHENOL CORP /DE/About William J. Doherty
William J. Doherty is President of Amphenol’s Communications Solutions Division (since 2022) and has been with Amphenol or businesses acquired by Amphenol for approximately 22 years. He previously served as Senior Vice President (2018–2021), Group General Manager for Information Communications and Commercial Products (2017–2021), Vice President (2016–2017), General Manager of the high‑speed products division (2012–2014), and General Manager of the backplane connectors division (2007–2012). He was employed for ~3 years by Teradyne’s connection systems division prior to its acquisition by Amphenol in 2005. He does not serve on the board of any public company. Age: 60 (as of the 2025 proxy) .
Incentives emphasize divisional revenue and operating income growth; after no payout in 2023 (divisional adjusted operating income declined), Mr. Doherty received the maximum annual cash incentive in 2024 based on a 200% multiplier on a 75% target of base salary, signaling strong divisional execution against internal performance goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amphenol | President, Communications Solutions Division | 2022–present | Leads divisional growth; incentive focus on revenue and operating income |
| Amphenol | Senior Vice President | 2018–2021 | Executive leadership across IC&C products; progression to division president |
| Amphenol | Group General Manager, Information Communications & Commercial Products | 2017–2021 | Managed multi‑product group; supported division operating model transition recognized with enhanced 2023 option award |
| Amphenol | Vice President; Group GM, IT Communications Products | 2015–2017 | Operational leadership over IT communications portfolio |
| Amphenol | General Manager, High‑Speed Products Division | 2012–2014 | Ran high‑speed connectors/products business |
| Amphenol | General Manager, Backplane Connectors Division | 2007–2012 | Led backplane connectors segment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Teradyne, Inc. (Connection Systems Division) | Employee | ~3 years (pre‑2005) | Division acquired by Amphenol in 2005 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (effective Jan) |
|---|---|---|---|---|
| Base Salary ($) | $650,000 | $680,000 | $715,000 | $750,000 (≈4.9% increase) |
| All Other Compensation ($) | $88,350 | $120,660 | $58,680 | n/a |
| Total Compensation ($) | $4,013,358 | $4,284,668 | $4,702,046 | n/a |
Performance Compensation
Annual Cash Incentive Plan (Management Incentive Plan)
| Year | Base Salary ($) | Target (%) | Multiplier | Actual Payout ($) | Notes |
|---|---|---|---|---|---|
| 2022 | $650,000 | Not disclosed | Not disclosed | $975,000 | Company/division performance supported payout |
| 2023 | $680,000 | 75% for 2024; 2023 not stated | n/a | $0 | Divisional Adjusted Operating Income declined y/y; threshold not met |
| 2024 | $715,000 | 75% | 200% (max) | $1,072,500 | Maximum payout achieved |
| 2025 (target) | $750,000 | 80% | n/a | n/a | Increased target strengthens at‑risk pay |
Performance metric focus: divisional revenue and operating income growth (division presidents), with corporate measures in other cases referencing constant currency net sales and adjusted diluted EPS; Doherty’s 2023 payout was zero due to divisional adjusted operating income decline .
Equity Incentives — Stock Options (Grants)
| Grant Date | Options Granted (#) | Exercise Price ($/sh) | Grant Date Fair Value ($) | Expiration |
|---|---|---|---|---|
| May 2023 | 163,109 | $75.80 | $3,484,008 | May 18, 2033 |
| May 2024 | 147,058 | $65.96 | $2,855,866 | May 16, 2034 |
One‑time enhanced 2023 option award was provided to division presidents, including Doherty, for contributions to the transition to the new divisional operating structure .
Outstanding Equity Awards (as of 2024 fiscal year end)
| Tranche | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2029 grant | 136,000 | 0 | 22.37 | May 22, 2029 |
| 2030 grant | 380,800 | 95,200 | 22.55 | May 20, 2030 |
| 2031 grant | 159,600 | 106,400 | 33.30 | May 19, 2031 |
| 2032 grant | 101,546 | 152,318 | 43.25 | Jan 2, 2032 |
| 2033 grant | 65,244 | 260,974 | 37.90 | May 18, 2033 |
| 2034 grant | 0 | 147,058 | 65.96 | May 16, 2034 |
Option Exercises (2024 Fiscal Year)
| Name | Shares Acquired on Exercise (#) | Value Realized ($) |
|---|---|---|
| William J. Doherty | 640,000 | $23,198,900 |
Equity Ownership & Alignment
| Date | Beneficial Ownership (shares) | % of Class | Composition Notes |
|---|---|---|---|
| March 18, 2024 | 417,172 | Less than 1% | Amount reflects shares issuable upon exercise of options exercisable or becoming exercisable within 60 days; not owned directly |
| March 17, 2025 | 893,963 | Less than 1% | Amount reflects shares issuable upon exercise of options exercisable or becoming exercisable within 60 days; not owned directly |
Policies strengthening alignment:
- Anti‑hedging and anti‑pledging policy prohibits short sales, derivatives, hedging, margin purchases (except cashless exercise), and pledges of Company securities by officers and directors .
- Stock ownership guidelines updated for non‑employee directors and certain executives; explicit multiples disclosed for CEO (6x base salary) and CFO (3x), with five years to comply; 60% of value of vested but unexercised options counts. Executives beyond CEO/CFO subject to guidelines, though specific multiple for division presidents not specified in proxy .
- Clawback policy in compliance with SEC Rule 10D‑1/NYSE standards, requiring recovery of incentive‑based compensation upon certain accounting restatements .
Employment Terms
| Scenario (as of 12/31) | 2023 Amount ($) | 2024 Amount ($) | Notes |
|---|---|---|---|
| Severance payment | $0 | $0 | No fixed severance shown |
| Incentive plan compensation | $0 | $1,072,500 | 2024 MIP actually paid Jan 2025; subject to committee approval upon termination |
| Pay for covenant not to compete | $680,000 | $715,000 | Company may pay 50% of base salary for up to two years post‑termination (salary continuation) |
| Company‑funded disability | $340,000 | $357,500 | Up to 6 months salary continuation |
| Vesting of stock options (net value of unvested) | $15,417,171 | $21,048,934 | Assumes acceleration under specified triggering events; valuation uses APH closing prices ($99.13 on 12/31/2023; $69.45 on 12/31/2024) |
Change‑in‑control: Under the 2009 Option Plan, options vest immediately prior to a change in control at Board discretion; under the 2017 Option Plan, the plan administrator (Compensation Committee) has discretion to accelerate options upon change in control. Death/disability also trigger immediate vesting (subject to minimum service requirements) .
Performance & Track Record
- 2023: No cash incentive payout due to divisional adjusted operating income below prior year, indicating strict pay‑for‑performance thresholds at the division level .
- 2024: Maximum annual cash incentive payout achieved (200% multiplier on 75% target of base salary), consistent with divisional goals for revenue and operating income growth .
- Significant option exercise activity in 2024 (640,000 shares; $23.2M value realized), reflecting realized value from long‑term option grants; exercise behavior subject to insider trading compliance policies .
Compensation Committee Analysis
- Committee references market data from Meridian in determining executive pay adjustments and awards; division presidents evaluated on divisional performance, while CFO/GC on company performance .
- Equity grant timing practices avoid grants proximate to material nonpublic information disclosure; 2024 NEO grants were not within restricted windows around SEC filings .
Risk Indicators & Red Flags
- Clawback policy adopted and in effect; aligns with regulatory expectations .
- Explicit prohibition on hedging and pledging mitigates misalignment risk .
- Related party transactions reviewed under formal policy; none material beyond disclosed items (e.g., Fidelity plan services; Faegre Drinker litigation fees largely reimbursed) .
- No enhanced health care benefits upon termination; severance not fixed for NEOs like Doherty; option vesting subject to Board/Committee discretion in certain termination scenarios .
Equity Ownership & Alignment Details
- As of March 17, 2025, Doherty’s reported beneficial ownership equals 893,963 shares, comprised entirely of options exercisable or becoming exercisable within 60 days; direct share ownership not indicated in the footnote for Doherty (less than 1% of class) .
- As of March 18, 2024, reported beneficial ownership equals 417,172 shares on the same basis (less than 1% of class) .
- Stock ownership guidelines exist for executives, with explicit multiples for CEO/CFO; division‑president multiple not stated in the proxy; compliance status for Doherty not disclosed .
Investment Implications
- Pay‑for‑performance alignment: Cash incentive outcomes tightly linked to divisional operating results; zero payout in 2023 and maximum payout in 2024 suggest credible calibration and execution sensitivity at the division level .
- Equity‑heavy incentives: Options with long‑dated expirations and substantial unexercised tranches continue to align long‑term value creation; the 2023 enhanced award recognizes role in divisional operating structure transition .
- Potential selling pressure: 2024 exercises of 640,000 shares with $23.2M value realized indicate monetization of prior grants; future vesting across 2030–2034 tranches could create episodic exercise activity, though hedging/pledging is prohibited and insider trading policy imposes controls .
- Retention and change‑in‑control dynamics: No guaranteed severance, modest non‑compete salary continuation, and discretionary acceleration provisions (change‑in‑control/death/disability) reduce fixed termination outlays but preserve optionality on unvested equity value, implying retention tethered to prospective equity gains .