Deborah DeHaas
DOVERAbout Deborah L. DeHaas
Independent director of Dover Corporation since 2021; age 65. She is a CPA and currently CEO of the Corporate Leadership Center; previously served as Vice Chairman and National Managing Partner of Deloitte’s Center for Board Effectiveness, with nearly 40 years in audit/assurance and governance and 18 years at Deloitte (retired September 2020). Education: B.S. in management science and accounting from Duke University; NACD Directorship 100 (2015–2020), NACD Board Leadership Fellow; former Value Reporting Foundation (SASB Foundation) board member. She brings deep expertise in financial reporting, internal controls, ERM, governance, ESG, and human capital.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte (U.S.) | Vice Chairman; National Managing Partner, Center for Board Effectiveness; U.S. Executive Committee member; Chief Inclusion Officer; multiple regional Managing Partner roles | 18 years; retired Sep 2020 | Led board governance programs; extensive financial reporting/internal controls expertise; ERM and ESG oversight experience |
| Arthur Andersen | Managing Partner & Business Advisory Assurance, Central Region | Not disclosed | Audit/assurance leadership; financial and controls expertise |
External Roles
| Organization | Role | Committees |
|---|---|---|
| CF Industries Holdings, Inc. | Director | Audit Committee; Environmental Sustainability & Community Committee |
| Corporate Leadership Center (non-profit) | Chief Executive Officer | Executive leadership development; governance expertise |
| Value Reporting Foundation (formerly SASB Foundation) | Former Board Member | ESG/reporting standards experience |
Board Governance
- Independence: Independent director; Dover has 8 of 9 independent nominees and fully independent standing committees. Independence is assessed annually under NYSE and Dover standards.
- Committees: Audit Committee member; Governance & Nominating Committee member. Audit held 9 meetings in 2024; Governance & Nominating held 4.
- Financial expert: All Audit Committee members except Mr. Howze qualify as “audit committee financial experts,” implying Ms. DeHaas qualifies.
- Attendance: 100% Board attendance in 2024; no director attended less than 75% of Board and standing committee meetings on which they served.
- Executive sessions: Regular executive sessions of independent directors.
- ESG oversight: Board oversees ESG; ESG included in CEO strategic objectives; governance framework detailed.
Fixed Compensation
- Structure (non-employee directors, 2024): $305,000 annual retainer ($175,000 in common stock; $130,000 in cash). Additional cash retainers: Audit Chair $30,000; Compensation Chair $25,000; Governance Chair $20,000; Finance Chair $15,000; Lead Independent Director $50,000. Directors may defer 0/50/100% of equity into deferred stock units (DSUs).
- 2024 director pay (Ms. DeHaas):
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 130,000 |
| Stock awards | 175,026 |
| Total | 305,026 |
- 2024 equity grant detail: On Nov 15, 2024, Ms. DeHaas received 870 DSUs (she elected to defer her equity), grant-date fair value $175,026.
Performance Compensation
- Non-employee director compensation is not performance-based; equity is granted as shares/DSUs with time-based vesting/deferral and no corporate performance metrics.
- 2024 director equity grant details:
| Grant date | Instrument | Units | Grant-date FV ($) |
|---|---|---|---|
| Nov 15, 2024 | Deferred Stock Units (DSUs) | 870 | 175,026 |
No stock options or PSUs are part of non-employee director pay; directors can defer equity into DSUs until service termination.
Other Directorships & Interlocks
| Company | Sector | Role | Committee roles | Noted interlocks/conflicts |
|---|---|---|---|---|
| CF Industries Holdings, Inc. | Chemicals/Fertilizer | Director | Audit; Environmental Sustainability & Community | None disclosed in Dover’s proxy; related-person transactions at Dover are reviewed under a formal policy. |
Expertise & Qualifications
- CPA with extensive audit, accounting, internal control, and ERM experience; governance leader at Deloitte; strong human capital and culture oversight background.
- ESG and sustainability reporting expertise (former SASB/VRF board).
- Recognitions: NACD Directorship 100 (2015–2020); NACD Board Leadership Fellow.
- Education: Duke University, B.S. in management science and accounting.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,987 (reflects deferred stock units) as of Mar 10, 2025 |
| Ownership % of outstanding | <1% (“*” per table) |
| 2024 equity election | Elected to defer 2024 equity grant into DSUs |
| Hedging/Pledging | Prohibited for directors (no hedging or pledging; no margin accounts) |
| Director ownership guideline | Expected to hold shares at least equal to stock portion of annual retainer over the prior five years, net of assumed 30% taxes |
Governance Assessment
- Strengths for investor confidence: Independent director with audit committee financial expert status; 100% Board attendance in 2024; sits on Audit and Governance committees; significant governance, audit, ERM, ESG, and human capital expertise; anti-hedging/pledging protections; equity component and DSU deferral enhance alignment.
- Compensation alignment: Director pay is balanced between cash and stock, with clear retainer levels and optional deferral; no option grants or performance awards that could misalign incentives for directors.
- Shareholder sentiment context: Say-on-Pay support of ~94% in 2024 indicates broad investor support for Dover’s compensation governance, an indirect positive signal for overall board oversight.
- Conflicts/related-party risk: Dover maintains formal procedures for reviewing related-person transactions via the Governance & Nominating Committee; the proxy outlines the policy and recusal requirements. No specific related-person transactions involving directors are described in the policy section.