Girish Juneja
DOVERAbout Girish Juneja
Girish Juneja is Senior Vice President & Chief Digital Officer at Dover (DOV), a role he has held since May 2017; he is 55 years old per the company’s 2024 Form 10-K executive roster . Under current leadership, Dover delivered 2024 revenue of $7,746 million (+1% YoY), expanded Segment Earnings Margin by 70 bps to 21.7%, generated $920 million of free cash flow (~12% of revenue), and delivered a 3‑year PSU payout of 78.8% tied to relative TSR (value of $100 investment in 2024 = $175 vs S&P 500 Industrials $176), metrics that directly influence incentive outcomes for executives including Juneja . Juneja’s 2024 strategic objectives focused on enterprise digital transformation, commercial excellence, connected factory initiatives, and IT/data security—areas central to execution and value creation at Dover .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dover Corporation | SVP & Chief Digital Officer | 2017–present | Led digital transformation and centralization, scaled digital commercial excellence, advanced connected factory/data quality programs, and oversaw multi‑year data security strategy . |
| Altisource | SVP/CTO & GM, Marketplace Solutions | 2014–2017 | Technology and marketplace leadership prior to joining Dover; relevant to scaling digital platforms and analytics at industrial scale . |
External Roles
No external public company directorships or committee roles are disclosed for Juneja in Dover’s executive officer listings or proxy sections reviewed .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $507,500 | $529,125 | $546,956 |
| AIP Target ($) | — | $374,850 | $386,120 |
| Target Bonus % (derived) | — | 70.8% (= $374,850 ÷ $529,125) | 70.6% (= $386,120 ÷ $546,956) |
| Actual Bonus Paid (AIP) | $365,639 | $369,452 | $617,792 |
| Stock Awards (Grant‑date FV) | $517,814 | $638,514 | $585,550 |
| Option/SSAR Awards (Grant‑date FV) | $350,107 | $411,249 | $426,144 |
| All Other Compensation | $43,312 | $44,246 | $52,872 |
| Total Compensation | $1,784,372 | $1,992,586 | $2,229,314 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Component | Metric | Weight | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| Financial Objective | Adjusted Earnings | 60% | 100% | 200% payout → 120% weighted | Companywide factor for NEOs . |
| Strategic Objectives (Juneja) | Digital strategy, commercial excellence, connected factory/data quality, IT/data security | 40% | 100% | 100% payout → 40% weighted | Individual objectives for Juneja . |
| Overall AIP Payout (derived) | — | — | — | 160% (120% + 40%) | Based on disclosed factors . |
| Cash Paid (Bonus) | — | — | — | $617,792 | As reported in SCT for 2024 . |
Design notes: AIP weighting is 60% financial (Adjusted Earnings) and 40% individual strategic objectives; ESG oversight is embedded for select NEOs (core CEO metric; design applies companywide) .
Long‑Term Incentive Program (LTIP) – Structure and Grants
| Instrument | Weight | Performance Criteria | Vesting |
|---|---|---|---|
| Performance Shares (PSUs) – 2024 grant | 40% | 50% 3‑yr relative TSR vs S&P 500 Industrials; 50% 3‑yr average Tangible ROIC | After 3‑year period ending 12/31/2026; 0–300% payout; capped at 100% if absolute TSR negative . |
| SSARs | 40% | Stock price appreciation | Vest at 3 years from grant; exercisable for 7 additional years (10‑year life) . |
| RSUs | 20% | Stock price alignment | Vest ratably over 3 years beginning first anniversary post‑grant . |
Key 2024 awards to Juneja:
- PSUs: Target 1,874 shares (grant 3/29/2024); max 5,622; dual metrics (TSR/ROIC) .
- SSARs: 8,328 at $160.11 exercise price (grant 2/8/2024), fair value $426,144 .
- RSUs: 937 units (grant 2/8/2024), vest in three equal installments beginning 3/15/2025 .
Recent PSU vesting (performance period 2022–2024):
- Companywide payout 78.8% of target; Juneja target 1,873, actual 1,476 shares .
Equity Ownership & Alignment
Beneficial Ownership (as of 3/10/2025)
| Item | Amount |
|---|---|
| Total beneficially owned | 55,760 shares (includes components below) |
| Vested SSARs (exercisable) | 46,518 shares equivalent |
| RSUs vesting within 60 days | 950 shares (scheduled vest 3/15/2025) |
| 401(k) holdings | 609 shares |
| Ownership as % of outstanding | <1% (company calculation basis: 137,062,270 shares outstanding) |
Unvested/Outstanding Equity Detail (12/31/2024 valuation basis $187.60/sh)
| Instrument | Grant | Unvested/Target Units | Market/Intrinsic Value |
|---|---|---|---|
| RSUs | 2/8/2024 | 937 | $175,781 |
| RSUs | 2/10/2023 | 653 | $122,503 |
| RSUs | 2/11/2022 | 312 | $58,531 |
| PSUs (target) | 2024–2026 | 1,874 | $351,562 |
| PSUs (target) | 2023–2025 | 1,958 | $367,321 |
| SSARs (unexercisable) | 2/8/2024 | 8,328 @ $160.11 | Becomes exercisable 2/8/2027 |
| SSARs (unexercisable) | 2/10/2023 | 8,700 @ $153.25 | Becomes exercisable 2/10/2026 |
| SSARs (unexercisable) | 2/11/2022 | 8,322 @ $160.21 | Becomes exercisable 2/11/2025 |
Alignment safeguards:
- Anti‑hedging and anti‑pledging: hedging/pledging prohibited for executives (reduces misalignment/forced selling risk) .
- Ownership guidelines: NEOs must hold ≥3x salary; all current NEOs are in compliance .
- Clawback policy: SEC/NYSE‑compliant recoupment over 3‑year lookback for restatements .
Employment Terms
Severance and Change‑in‑Control (CIC) Economics for Juneja
| Scenario | Cash Severance | Equity | Benefits/Other | Total |
|---|---|---|---|---|
| Involuntary termination (not for cause) | $937,720 (12 months salary + target bonus) | Pro‑rated PSU for time worked; SSAR/RSU per plan (no acceleration) | COBRA lump sum $21,211; outplacement $25,000 | $983,931 |
| CIC + termination (double trigger within 24 months) | $1,875,440 (2.0x salary + target bonus) | PSUs at target $718,883; full acceleration of unvested SSARs $755,721 and RSUs $356,815 | COBRA lump sum $42,422; outplacement $25,000 | $3,774,282 |
Additional terms:
- Double‑trigger CIC only; no tax gross‑ups .
- Non‑compete tied to early/normal retirement treatment under LTIPs: 36 months (early) or 60 months (normal) in relevant geographies, with forfeiture/recoupment for breach .
Compensation Structure Analysis and Governance
- Pay mix is highly variable/at‑risk; LTIP emphasizes performance‑based stock (PSUs with TSR and, starting 2024, Tangible ROIC), plus SSARs and RSUs, aligning with shareholder outcomes .
- 2024 AIP financial factor paid at 200% on Adjusted Earnings; Juneja’s strategic factor assessed at 100% based on digital execution, supporting a strong but disciplined cash bonus outcome .
- 2022–2024 PSU vesting at 78.8% of target reflects relative TSR performance vs S&P 500 Industrials, reinforcing performance linkage .
- Strong say‑on‑pay support (94% in 2024) and an independent compensation consultant (Meridian) underpin program credibility; peer positioning references median with internal equity considerations .
Performance & Track Record Highlights Relevant to Juneja
- 2024 enterprise outcomes: revenue $7,746M (+1%), Segment Earnings Margin +70 bps to 21.7%, GAAP EPS $10.09 (+50%), adjusted EPS $8.29 (+4%), FCF ~$920M (12% of revenue); capital returns included a $500M ASR and 69th consecutive annual dividend increase .
- Digital execution: scaled digital commercial excellence, enabled working capital analytics, expanded connected factory/data quality programs, controlled IT cost and delivered ERP upgrade—key enablers for margin, cash conversion, and growth .
Compensation Peer Group and Say‑on‑Pay
- Peer group includes AMETEK, Fortive, Ingersoll Rand, Roper, Xylem and others; Dover references median for total direct compensation while considering role scope and internal equity .
- Say‑on‑pay approval: 94% at 2024 annual meeting (continued strong support) .
Related Policies and Red Flags
- Clawback adopted per SEC/NYSE; anti‑hedging/pledging in force; no repricing, no gross‑ups, and no substantial perquisites; executives participate in broad‑based benefits (no special executive retirement arrangements) .
- Insider trading policy filed with 2024 10‑K; company notes adherence to applicable laws on transactions in its securities .
Investment Implications
- Alignment: High variable/equity mix with explicit multi‑year TSR and Tangible ROIC metrics, plus anti‑pledging and ownership guidelines, supports shareholder alignment and lowers governance risk .
- Execution: Juneja’s remit (digital commercialization, connected operations, data security) ties directly to Dover’s margin expansion, cash flow, and growth agenda—areas reflected in AIP and PSU outcomes (200% financial factor; 78.8% PSU vesting for 2022–2024) .
- Vesting/supply dynamics: Upcoming events include 2022 SSARs becoming exercisable on 2/11/2025 and RSU tranches vesting starting 3/15/2025; anti‑hedging/pledging and plan holding requirements may moderate near‑term selling pressure, but investors should monitor Form 4 filings around these dates for flow signals .
- Retention risk: Standard severance and double‑trigger CIC (2.0x cash, equity acceleration at target) with strong ongoing equity holdings (55,760 shares beneficially owned; significant vested SSARs) suggest balanced retention incentives without shareholder‑unfriendly provisions .