Danita Ostling
DOVERAbout Danita K. Ostling
Independent director of Dover Corporation since 2023; age 64. Former EY partner and senior leader with deep accounting, audit, and ESG reporting expertise; CPA. Currently serves as Chair of Dover’s Audit Committee and is deemed an “audit committee financial expert.” Board and committee meeting attendance was 100% in 2024; however, she did not attend the 2024 annual shareholder meeting. Independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Partner; senior leadership roles including Professional Practice Director (U.S. East), Americas IFRS Technical Leader; co-Director Assurance Professional Practice – Accounting; Deputy Director Global Assurance Professional Practice — Accounting | 1999–2021 | Led complex accounting/IFRS advisory and practice oversight; expertise in risk, compliance, and control environments |
| Citigroup, Inc. | Vice President, Corporate Accounting Policy and Advisory Group | Not disclosed | Corporate accounting policy leadership for a global financial institution |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| nVent Electric plc | Director | Public | Audit Committee member |
| Circle Internet Financial, LLC | Director | Private | Audit Committee Chair |
| Varsity Brands, Inc. | Former Director | Private | Former Audit Chair |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director |
| Board service start | Director since 2023 |
| Primary committees | Audit Committee (Chair) |
| Committee composition/meetings | Audit: Ostling (Chair), DeHaas, Howze, Spiegel; 9 meetings in 2024 |
| Audit financial expert | Board determined all Audit members except Mr. Howze qualify as “audit committee financial experts” (includes Ostling) |
| Attendance | 100% of Board and committee meetings in 2024; did not attend 2024 Annual Meeting (expectation is attendance) |
| Executive sessions | Independent directors hold regular executive sessions at least quarterly |
| Lead Independent Director structure | Board maintains empowered LID when Chair is not independent (context) |
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (standard) | $305,000 (paid as $175,000 stock + $130,000 cash) | Board policy for non-employee directors |
| Audit Committee Chair retainer | $30,000 (annual; cash) | Ostling became Audit Chair in May 2024; earned a pro-rata portion |
| 2024 cash actually earned | $149,918 | Includes standard cash + pro-rata chair retainer |
| 2024 stock award (grant-date FV) | $175,026 | 870 shares granted Nov 15, 2024 |
| 2024 total director compensation | $324,944 | Sum of cash and stock |
| Ownership/retention guideline | Hold shares equal to stock portion received over past 5 years (net of 30% tax) | Applies to all directors |
Performance Compensation (Director)
| Feature | Detail |
|---|---|
| Performance-conditioned equity | Not applicable for directors; equity is retainer-based (time-based), not tied to financial/TSR performance |
| Hedging/pledging | Prohibited for directors under company policy |
| Clawback | Corporate clawback applies to executive incentive comp; director retainers/equity are not performance-based |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| nVent Electric plc (public) | Low as disclosed | No related-party transactions disclosed by Dover; Ostling serves on nVent’s Audit Committee |
| Circle Internet Financial, LLC (private) | Low as disclosed | No Dover-related transactions disclosed; Ostling is Audit Chair |
Expertise & Qualifications
- CPA with extensive accounting/audit and IFRS expertise; experience in ESG reporting, risk management, compliance, and evaluation of cyber incidents and internal control impacts.
- Considered an audit committee financial expert by Dover’s Board (except Mr. Howze, all other Audit members qualify).
- Bachelor’s degree in accounting (University of Arkansas at Little Rock).
Equity Ownership (Alignment)
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Danita K. Ostling | 1,362 | <1% | Beneficial ownership as of March 10, 2025; less than one percent |
| Director ownership policy | — | — | Must hold shares equal to stock retainer received over past 5 years (net of 30% tax) |
| Hedging/pledging | — | — | Prohibited for directors |
Governance Assessment
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Strengths for investor confidence
- Audit Chair with deep technical accounting and IFRS/ESG reporting background; designated audit committee financial expert. Enhances oversight of financial reporting, controls, and auditor engagement.
- High engagement: 9 Audit Committee meetings in 2024; Board/committee attendance 100% (signals diligence and bandwidth).
- Independent status; all standing committees fully independent; robust executive sessions and empowered Lead Independent Director framework.
- Director pay mix includes meaningful equity; share retention guideline supports ownership alignment; anti-hedging/pledging reduces misalignment risk.
-
Potential risks/monitoring items
- RED FLAG: Did not attend the 2024 Annual Meeting despite an expectation to attend; while not affecting committee/Board attendance, investors may seek context on availability for shareholder-facing events.
- External commitments: Serves on nVent’s board (Audit Committee). Aggregate workload appears manageable, but continue to monitor time demands given Audit Chair responsibilities at Dover.
- Related-party exposure: None disclosed; Dover outlines a robust approval policy and reported no specific related-person transactions involving directors. Continue to monitor given prior EY affiliation (Dover’s auditor is PwC, mitigating independence concerns).
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Broader signals
- Strong Say-on-Pay support (94% in 2024) indicates constructive shareholder relations and governance practices, indirectly supportive of overall board effectiveness.
- Auditor oversight and fee transparency under Audit Committee (PwC tenure; 2024 audit fees $8.668m vs $6.943m in 2023) reflect active monitoring of audit scope and independence.
Overall: Ostling’s credentials and role as Audit Chair strengthen Dover’s financial oversight and risk controls. Attendance at the Annual Meeting is a minor governance blemish to track, but operational engagement (100% Board/committee attendance) and independence remain strong positives for investor confidence.