H. John Gilbertson, Jr.
DOVERAbout H. John Gilbertson, Jr.
Independent director since 2018 (age 68), serving on Dover’s Finance and Governance & Nominating Committees. Retired Goldman Sachs Managing Director with deep corporate finance, capital markets, and M&A expertise; BA in political economy from Dartmouth and MBA from Harvard . He is classified as independent and attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Managing Director; Partner-in-Charge, Midwest Region Investment Banking Services | Former | Strategic and financial advisor across industries; capital markets/M&A leadership |
| Travelers Group Inc. | Managing Director | Former | Corporate finance leadership |
| Morgan Stanley | Associate, M&A | Former | Transaction execution experience |
| Bain & Company | Consultant, Corporate Strategy | Former | Strategy and governance process experience |
| Chase Manhattan Bank | Assistant Treasurer, Corporate Banking | Former | Financial management and risk oversight |
| The Providence Journal Company | News Reporter | Former | Communications background |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Meijer, Inc. (private) | Director; Audit Committee Chair | Current | Audit leadership and financial oversight |
| AAR Corp. | Director | Former | Public company board experience |
| Rush University Medical Center | Chair, Investment Committee | Former | Investment oversight for major nonprofit |
Board Governance
- Committee assignments: Finance Committee member; Governance & Nominating Committee member .
- Meetings and attendance: Board met 6 times in 2024; Finance 5, Governance 4; directors attended 100% of Board and standing committee meetings; independent director executive sessions held at least quarterly .
- Independence and external commitments: All nominees except the CEO are independent; directors must notify Board leadership before joining other public boards; Dover limits Audit Committee overlapping service; Gilbertson is currently on 0 other public company boards, reducing overboarding risk .
- Board leadership context: CEO serves as Board Chair; an empowered Lead Independent Director role exists (to be held by Keith E. Wandell upon re-election) with defined authorities to oversee independent sessions and agendas .
Fixed Compensation
Director pay is structured as cash plus equity; share retention guidelines require holding shares equal to the stock portion of the last five years’ retainers (net of 30% tax) .
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual retainer (total) | $305,000 | $175,000 in common stock + $130,000 in cash |
| Committee chair fees (not applicable) | $0 | Audit Chair $30k; Comp Chair $25k; Governance Chair $20k; Finance Chair $15k; Lead Independent Director $50k (only if applicable) |
| Fees earned or paid in cash (Gilbertson) | $130,000 | Standard cash retainer |
| Stock award (Gilbertson) | $175,026 | 870 shares grant on Nov 15, 2024; common stock (not deferred) |
| Total (Gilbertson) | $305,026 | Sum of cash + equity |
Notes: Deferral elections were taken by Howze, Johnston, Manley, Spiegel, Graham, and DeHaas; Gilbertson did not defer his 2024 equity award .
Performance Compensation
Dover’s non-employee director compensation is not performance-based; equity is granted annually in stock or deferred stock units per election and subject to share retention guidelines .
| Equity Element | Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|---|
| Annual director grant (Gilbertson) | Nov 15, 2024 | Common stock (non-deferred) | 870 | $175,026 | Shares issued; subject to director share retention guidelines |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | 0 (as of 2025 nominees table) |
| Private/nonprofit roles | Meijer (Audit Chair); Rush University Medical Center (former Investment Committee Chair) |
| Potential interlocks/related party exposure | Dover states it generally does not engage in related person transactions; any transaction >$120,000 with a related person must be reviewed/approved under the Related Person Transactions Policy; no specific related person transactions are disclosed for directors . |
Expertise & Qualifications
- Capital markets/M&A: Decades in investment banking; expertise in capital allocation and risk oversight .
- Governance processes: Extensive committee and board process experience; succession planning and culture development .
- Education: BA (Dartmouth, political economy); MBA (Harvard) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| H. John Gilbertson, Jr. | 7,093 | <1% | Director holdings determined per SEC rules; percent based on 137,062,270 shares outstanding (March 10, 2025) |
Policies reinforcing alignment and risk:
- Anti-hedging and anti-pledging policy applies to directors; prohibits short-sales, derivative hedges, margin accounts, or pledging of Dover securities .
- Director share retention guidelines as noted above .
Governance Assessment
- Strengths: Independent status, 100% attendance, strong finance/M&A skill set aligned with Dover’s capital allocation and portfolio priorities, service on Finance and Governance committees, and no public-company overboarding (0 other public boards) support effective oversight and investor confidence .
- Alignment: Annual equity grants and retention guidelines, plus anti-hedging/pledging rules, bolster alignment and reduce risk of misaligned incentives .
- Conflicts oversight: Dover’s Related Person Transactions Policy requires committee review of any >$120k transactions with related persons; no specific director-related transactions disclosed—limiting perceived conflicts .
- Board context: Independent director executive sessions and an empowered Lead Independent Director provide additional checks where the CEO is Board Chair—mitigating concentration of authority .
Insider trading data note: Attempt to retrieve Form 4 transactions via the insider-trades skill returned an authorization error; equity ownership data above reflects the latest proxy security ownership table .