Ivonne Cabrera
DOVERAbout Ivonne Cabrera
Ivonne M. Cabrera (age 58) serves as Senior Vice President, General Counsel & Secretary of Dover Corporation, a role she has held since January 2013, reflecting more than a decade of executive tenure overseeing legal, governance, M&A, and sustainability disclosure frameworks at DOV . Under the leadership team in 2024, Dover delivered Revenue of $7.746B (+1% y/y), GAAP EPS of $10.09 (+50% y/y), Adjusted EPS of $8.29 (+4% y/y), Segment Earnings Margin of 21.7% (+70 bps), ~$920M free cash flow (~12% of revenue), completed a $500M ASR, raised its dividend for the 69th consecutive year, and executed eight acquisitions ($674M) alongside two divestitures (De-Sta-Co and ESG) to sharpen portfolio focus . Long-term equity incentives paid out at 78.8% of target for the 2022–2024 PSU cycle (relative TSR metric), evidencing performance rigor; Say-on-Pay support was ~94% in 2024, indicating strong investor endorsement of pay practices .
DOV TSR (value of $100 invested) and peers:
| Year | DOV TSR ($) | S&P 500 Industrials TSR ($) |
|---|---|---|
| 2021 | 163 | 135 |
| 2022 | 123 | 127 |
| 2023 | 142 | 150 |
| 2024 | 175 | 176 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dover Corporation | SVP, General Counsel & Secretary | 2013–present | 2024: Led governance advice to Board (leadership structure, succession), oversaw shareholder engagement; provided strategic counsel on M&A; managed IP and key commercial legal issues; chaired Sustainability Steering Committee; enhanced disclosures and controls for evolving sustainability regulation . |
External Roles
- No public company board memberships or external directorships disclosed in filings reviewed.
Fixed Compensation
Multi-year summary compensation (NEO-level disclosure; AIP reported as “Bonus” per Dover proxy):
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $589,400 | $621,700 | $642,648 |
| AIP (Bonus) | $460,275 | $465,105 | $777,720 |
| All Other Compensation | $17,484 | $18,437 | $66,310 |
Additional 2024 AIP details:
- Financial Objective (Adjusted Earnings) achieved at 200% of target (capped), 60% weighting → 120% weighted payout .
- Strategic Objectives Factor for Ms. Cabrera: 100%, 40% weighting → 40% weighted payout .
- Overall AIP payout factor implied at ~160% of target; her 2024 AIP target opportunity (from grants table) was $486,075, and actual paid $777,720 (≈160%) .
| AIP 2024 | Weight | Target | Actual | Payout% | Weighted Payout% |
|---|---|---|---|---|---|
| Adjusted Earnings | 60% | $1,245.9M (company target) | $2,806.3M (AIP definition includes 2024 gains on asset sales) | 200% | 120% |
| Strategic Objectives (Cabrera) | 40% | — | Achieved | 100% | 40% |
| Overall | — | — | — | — | ~160% (sum of weighted factors) |
Performance Compensation
Long-term incentive structure and 2024 grants:
- Mix and metrics: 40% PSUs (3-year), 40% SSARs (10-year term; first exercisable at 3 years), 20% RSUs (3-year ratable vesting); PSU metrics: 50% Relative TSR vs S&P 500 Industrials (cap at 100% if negative TSR), 50% Tangible ROIC with defined payout curve; RSUs vest 33/33/34 annually; SSARs vest at year 3 and are exercisable for 7 more years .
| 2024 LTI Grants (Cabrera) | Quantity | Grant-Date Fair Value |
|---|---|---|
| PSUs (target) | 2,498 | $580,548 |
| RSUs | 1,249 | $199,977 |
| SSARs (exercise price $160.11; 2/8/2024) | 11,103 | $568,141 |
PSU outcomes and vesting:
- 2022–2024 PSU payout: 78.8% of target; Cabrera target 2,497 → actual 1,968 shares .
- In-cycle PSUs: 2023–2025 and 2024–2026 remain outstanding; measured on relative TSR and Tangible ROIC; vest after performance period .
Equity Ownership & Alignment
Beneficial ownership and composition:
| Ownership (as of Mar 10, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 183,214 | <1% of outstanding; includes 147,492 shares from vested SSARs, 1,267 shares from RSUs scheduled to vest 3/15/2025, and 2,097 shares in 401(k) . |
Unvested/Outstanding awards at FY-end 2024:
| Award Type | Key Terms | Cabrera Outstanding |
|---|---|---|
| RSUs | 3 annual tranches (33/33/34); RSU dividends accrue and pay on vest | 1,249 (2024 grant) ; 870 (2023 grant) ; 416 (2022 grant) |
| PSUs (target) | 3-year; 50% Relative TSR vs S&P 500 Industrials, 50% Tangible ROIC; 0–300% payout | 2,498 (2024–2026) ; 2,610 (2023–2025) |
| SSARs | 10-year term; exercisable starting year 3 | Unexercised SSARs by grant: 2/8/2024 $160.11 exp. 2/8/2034 (11,103), 2/10/2023 $153.25 exp. 2/10/2033 (11,601), 2/11/2022 $160.21 exp. 2/11/2032 (11,097), plus earlier grants with lower strikes . |
Trading, hedging, pledging and ownership guidelines:
- Insider Trading Policy: Pre-clearance required; trading windows begin 2 business days after earnings; 10b5-1 plans permitted with cooling-off and authorization; robust MNPI and tipping prohibitions .
- Anti-hedging and Anti-pledging: Hedging and pledging prohibited for executives; limited pledge exceptions require GC approval; margin accounts not permitted .
- Stock Ownership Guidelines: 3x base salary for NEOs (5x for CEO); all current NEOs in compliance .
Retirement and deferred compensation:
| Plan | 2024 Present Value / Balance |
|---|---|
| Pension Plan (qualified) | $624,177 (Cabrera) |
| Pension Replacement Plan (PRP; non-qualified) | $1,806,667 (Cabrera) |
| Deferred Compensation Plan balance | $231,233 (Cabrera) |
Note: Pension/PRP accruals frozen effective 12/31/2023; Cabrera’s PRP includes certain early retirement eligibility features on pre-2010 accruals .
Vesting/selling pressure assessment:
- Near-term: Annual RSU tranches (from 2022–2024 grants) vest each March 15 (e.g., 416 + 870 + ~416 shares in 2025 for 2022/2023/first 2024 tranche), modest volumes vs total ownership; SSARs from 2024 grant are not exercisable until Feb 8, 2027; in-cycle PSUs do not vest until Dec 31, 2025/2026 .
Employment Terms
Severance and change-in-control (CIC) economics (company-wide plans):
- Severance Plan (non-CIC): If terminated without cause, 12 months base salary plus target AIP bonus, pro-rata current-year AIP and pro-rata PSU (subject to performance), COBRA lump-sum (12 months), and up to $25,000 outplacement; compensation recoupment and restrictive covenants apply; cash severance capped at ≤2.99x salary+target bonus absent shareholder approval .
- CIC Severance (double trigger within 24 months): 2.0x salary+target bonus (lump sum), target pro-rata AIP, COBRA lump-sum (24 months), up to $25,000 outplacement; all unvested SSARs/RSUs accelerate; PSUs vest at target; no tax gross-up; cutback to avoid excise tax if beneficial .
Cabrera-specific modeled payouts (as of 12/31/2024):
| Scenario | Cash Severance | Equity (PSU at target) | SSAR Acceleration | RSU Acceleration | Benefits/Outplacement | Total |
|---|---|---|---|---|---|---|
| Involuntary (not for cause) | $1,134,175 | $489,636 (pro-rata; committee determination) | $1,007,663 (vesting within 36 months per retirement eligibility treatment) | $475,566 (vesting within 36 months) | $29,294 COBRA + $25,000 outplacement | $3,161,334 |
| CIC Termination (double trigger) | $2,268,350 | $958,261 (target for in-cycle PSUs) | $1,007,663 | $475,566 | $58,589 COBRA + $25,000 outplacement | $4,793,428 |
Clawback policy: Compliant with SEC/NYSE; three-year lookback for erroneously awarded incentive-based compensation upon a restatement, regardless of fault; recovery methods include repayment or set-off; plan-specific clawbacks also apply .
Investment Implications
- Pay-for-performance alignment: 2024 AIP paid at ~160% based on 200% financial factor and 100% strategic factor, consistent with strong operating and capital allocation outcomes (divestitures, ASR, acquisitions, margin expansion); PSUs paid below target (78.8%) for 2022–2024, underscoring rigor in long-term metrics .
- Retention and selling pressure: With multi-year unvested RSUs and in-cycle PSUs, plus 2024 SSARs not exercisable until 2027, near-term forced selling pressure appears limited; Dover’s window/pre-clearance and anti-hedging/anti-pledging policies further moderate trading risk .
- Alignment/safeguards: Ownership guidelines (3x salary) met; anti-hedging/pledging policy in force; double-trigger CIC without gross-ups; company-wide clawback adopted; >90% Say-on-Pay support signals low governance controversy risk .
- Economic exposure: Meaningful vested/vestable equity and PRP/pension values ($2.43M combined PV in 2024) reinforce retention and alignment; DOV TSR tracked closely with S&P 500 Industrials over 2021–2024, while business transformation (portfolio actions, margin expansion) progressed under the team where Cabrera plays a core governance/ESG/M&A role .
Appendix: Additional LTI Metric Definitions
- PSU metrics and payout curves (2024–2026 awards): Relative TSR vs S&P 500 Industrials (0–300% linearly between 25th/50th/75th/90th percentile; cap at 100% if negative TSR) and Tangible ROIC (0–300% with threshold 21%, target 26%, max 30%) .