Chris Woenker
DOVERAbout Chris Woenker
Senior Vice President & Chief Financial Officer (Principal Financial Officer) of Dover Corporation as of February 14, 2025; signed SOX 302 and 906 certifications on Dover’s FY2024 Form 10‑K and Q2/Q3 2025 Form 10‑Qs, confirming responsibility for disclosure controls and internal control over financial reporting . CFO transition followed the retirement of prior CFO Brad Cerepak on January 31, 2025 . Under Dover’s recent performance backdrop: FY2024 GAAP revenue $7,746M (+1%), GAAP EPS $10.09 (+50%), adjusted EPS $8.29 (+4%), free cash flow $920M (12% of revenue) . Q3 2025 results: revenue $2,078M (+5%), adjusted EPS $2.62 (+15%), YTD adjusted EPS $7.10 (+17%), with guidance for FY2025 adjusted EPS $9.50–$9.60 .
Past Roles
No biography, prior roles, or education for Christopher B. Woenker are disclosed in Dover’s 2025 proxy or 2024/2025 SEC filings. CFO status is evidenced by certifications and sign-offs on SEC reports .
External Roles
No external directorships or committee roles for Christopher B. Woenker are disclosed in Dover’s 2025 proxy or 2024/2025 SEC filings .
Fixed Compensation
Dover’s executive pay framework (applies to executive officers, including CFO):
- Base salary: market-benchmarked; internal equity considered .
- Annual cash incentive (AIP): target percentage of base salary; 60% weighted to a financial metric (Adjusted Earnings) and 40% to individual strategic objectives .
- Benefits: executives participate on the same basis as other employees; no substantial perquisites; no corporate aircraft .
2024 AIP Financial Objective design and outcome (program-level):
| Item | Target | Actual | Payout % | Weight | Weighted Payout % |
|---|---|---|---|---|---|
| Adjusted Earnings ($M) | $1,245.9 | $2,806.3 | 200.0% | 60% | 120.0% |
Program governance:
- Say-on-Pay support: 94% in 2024 .
- Independent consultant: Meridian (no management work; independence assessed) .
- Clawback policy (NYSE/SEC-compliant, effective Oct 2, 2023): recovers erroneously awarded incentive compensation over a 3‑year lookback in case of material restatements .
- No tax gross-ups; no option/SSAR repricing; hedging/pledging prohibited .
Performance Compensation
Long-term incentives are exclusively stock-based, granted annually under the 2021 Omnibus Incentive Plan (applies to executive officers, including CFO) .
| Component | Weight | Metric(s) | Target/Structure | Vesting | Notes |
|---|---|---|---|---|---|
| Performance Shares (PSUs) | 40% | 50% Relative TSR vs S&P 500 Industrials; 50% Average Tangible ROIC | TSR: 50th percentile = 100%; cap at 100% if TSR negative; 25th=0%; 75th=200%; 90th+=300% . ROIC: 26% = 100%; 21%=50%; 30%+=300% . | 3-year (e.g., 2025–2027) | 2022–2024 cycle paid at 78.8% of target (program outcome) . |
| Stock-Settled Stock Appreciation Rights (SSARs) | 40% | Stock price appreciation | Black-Scholes grant-date values disclosed; e.g., 2024 SSAR fair value $51.17 per SSAR | Vests at 3 years; exercisable for 7 additional years (10-year life) | Aligns with long-term share price; forward-looking orientation . |
| Restricted Stock Units (RSUs) | 20% | Stock price; dividend equivalents paid only upon vesting | Grant-date fair values disclosed; e.g., $160.11/share for 2024 RSUs | Ratably over 3 years; typical vesting on/around March 15 annually | Retention and alignment; no dividends during vesting . |
AIP individual strategic objectives (program-level 2024):
- CEO’s objectives across productivity/margin expansion, capital allocation/engagement, portfolio management, talent/succession, ESG; Strategic Factor 100% .
- Other NEOs’ objectives aligned to role (Finance transformation, governance, digital, HR initiatives); Strategic Factors assigned; examples show 100% .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5× salary; other NEOs 3× salary; executives must retain all equity until guideline met .
- Anti-hedging and anti-pledging: short sales, derivatives, collars, swaps prohibited; no margin accounts/pledging for executives .
- Trading windows & 10b5‑1: Section 16 officers (including CFO) trade only in a 30‑business‑day window after earnings releases with pre‑clearance; 10b5‑1 plans permitted under strict conditions .
- Beneficial ownership: 2025 proxy lists 2024 NEOs; Woenker not included due to appointment timing; his share ownership not disclosed in 2025 proxy’s table .
Employment Terms
Severance plans (apply to eligible executive officers, including CFO unless otherwise contracted):
- Non‑Change‑in‑Control Severance: if terminated without cause → 12 months of base salary plus target bonus; prorated annual cash bonus and prorated performance share award (based on time worked and applicable performance); 12 months COBRA cost; outplacement up to $25k; policy caps cash severance ≤2.99× salary+target bonus absent shareholder approval .
- Change‑in‑Control Severance (double trigger within 24 months): 2.0× salary+target bonus lump sum; prorated target annual cash bonus; full acceleration of unvested SSARs/RSUs; PSUs settle at target; outplacement; 24 months COBRA cost; no tax gross‑ups; policy caps cash severance ≤2.99× absent shareholder approval .
- Clawbacks: PRP/severance/CIC plans include clawback for cause; comprehensive NYSE/SEC clawback covers incentive-based comp upon restatements .
Stock grant practices:
- Annual grant cycle with typical grant dates such as February 8/10 and performance share grant late Q1; RSUs vest each March 15 over 3 years; SSARs vest after 3 years and are exercisable for 7 more years .
Performance & Track Record
Dover operating performance underpinning CFO stewardship and incentive alignment:
- FY2024 results: revenue $7,745.9M; GAAP EPS $10.09; adjusted EPS $8.29; FCF $920.3M (11.9% of revenue); total segment earnings margin 21.7% .
- Q3 2025: revenue $2,078M (+5%); adjusted EPS $2.62 (+15%); YTD adjusted EPS $7.10 (+17%) .
- FY2025 guidance (as of Oct 23, 2025): GAAP EPS $8.06–$8.16; adjusted EPS $9.50–$9.60 .
- Cash flow outlook (CFO commentary Q2 2025): FCF guidance 14%–16% of revenue; expected acceleration in H2 on working capital liquidation vs growth/productivity capex .
- Segment margin expansion focus and productivity programs drive mix benefits (CEO/CFO remarks Q2 2025) .
Performance exhibits:
| Metric | FY 2024 | Q3 2025 YTD |
|---|---|---|
| Revenue ($M) | $7,745.9 | $5,993 |
| GAAP EPS | $10.09 | $5.96 |
| Adjusted EPS | $8.29 | $7.10 |
| Free Cash Flow ($M) | $920.3 | $630.8 |
| Total Segment Earnings Margin (%) | 21.7% | 22.4% (Q3) |
Compensation Structure Analysis
- High equity orientation: all long-term incentives in stock; executives’ pay heavily “at risk” and tied to share performance (CEO 75%; other NEOs 51% tied to stock) .
- Introduction of Tangible ROIC in PSUs (50% weight) enhances linkage to capital efficiency and portfolio actions; relative TSR retains external performance alignment .
- Cash severance cap at 2.99× reduces parachute inflation risk; double-trigger CIC avoids single-trigger windfalls .
- No hedging/pledging; dividend equivalents only paid on RSUs at vest; no repricing—reduces governance red flags .
Risk Indicators & Red Flags
- Clawback policy (NYSE/SEC-compliant) in place .
- Anti-hedging/anti-pledging removes misalignment from collateralized positions .
- No tax gross-ups; no SSAR repricing; strong shareholder support on Say‑on‑Pay (94%) .
- Insider trading policy with strict windows and pre‑clearance for Section 16 officers; Rule 10b5‑1 plan governance .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 94% at 2024 annual meeting .
- Extensive shareholder engagement; program enhancements (e.g., adding Tangible ROIC to PSUs) responsive to investor input .
Equity Ownership & Alignment Details
- Ownership guidelines: CFO subject to 3× salary requirement, with mandatory retention until met .
- Beneficial ownership table does not list Woenker due to timing; future proxies should disclose his holdings and guideline status .
Employment Terms (CFO Transition)
- Prior CFO Brad M. Cerepak retired January 31, 2025 .
- CEO objectives in 2024 included preparing for CFO transition; new CFO’s certifications thereafter indicate continuity of financial controls .
Investment Implications
- Pay-for-performance alignment appears robust for CFO: AIP tied to Adjusted Earnings and strategic objectives; LTIP tied to relative TSR and Tangible ROIC—favorable signals for margin discipline, capital efficiency, and shareholder returns .
- Trading pressure around vest dates: RSUs typically vest mid-March (three-year ratable schedule); SSARs cliff-vest after three years—monitor 10b5‑1 filings and Section 16 reports for scheduled sales as awards vest/exercise windows open .
- Governance strength (clawbacks, anti-pledging/hedging, severance caps) lowers risk of shareholder-unfriendly actions; high Say‑on‑Pay support reduces governance overhang .
- Performance backdrop supportive: 2024–2025 adjusted EPS growth and free cash flow guidance reflect strong operational execution; capital deployment runway remains, with CFO emphasizing FCF conversion and productivity investments—constructive for equity value and incentive attainment .