Keith Wandell
DOVERAbout Keith E. Wandell
Independent director since 2015 (age 75), Keith E. Wandell chairs Dover’s Compensation Committee and serves on the Finance Committee; the Board has appointed him Lead Independent Director effective upon his re-election at the 2025 Annual Meeting. He is the former President & CEO of Harley-Davidson and previously President & COO of Johnson Controls, with a bachelor’s in business administration (Ohio University) and an MBA (University of Dayton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harley-Davidson, Inc. | President and CEO | — | Led transformation across product, manufacturing, and retail; focused on international expansion; implemented restructuring |
| Johnson Controls, Inc. | President & COO; Executive Vice President; Corporate Vice President; President – Automotive Experience; President – Power Solutions | — | Managed entry into Chinese car-battery market and JV with China’s largest battery manufacturer |
External Roles
| Organization | Role | Public/Private | Committee/Position |
|---|---|---|---|
| Liberty Mutual Holding Company, Inc. | Director; Risk Committee Chair | Private (mutual holding company) | Risk Committee Chair |
| Heramba Electric plc | Director; Audit Committee member | Public | Audit Committee member |
| TeamBuilder LLC | Director | Private | — |
| Count of other public company boards | 1 | — | As disclosed in director summary table |
Board Governance
- Independence: Wandell is an independent director nominee; 8 of 9 director nominees are independent .
- Committee assignments: Compensation Committee (Chair); Finance Committee (Member). Committee meetings held in 2024: Compensation—6; Finance—5 .
- Lead Independent Director: Appointed effective upon re-election; responsibilities include presiding at executive sessions, coordinating independent directors, setting agendas (with Chair and management), and stakeholder engagement if appropriate .
- Attendance: Each director nominee attended 100% of Board meetings in 2024 .
- Majority voting and resignation policy applies to directors; proxy access at 3%/3 years (up to 2 directors or 20% of Board) .
| Committee | Role | Meetings Held in 2024 |
|---|---|---|
| Compensation | Chair | 6 |
| Finance | Member | 5 |
Fixed Compensation
| Item | Amount ($) | Details |
|---|---|---|
| Annual retainer (directors) | 305,000 | Paid $175,000 in common stock and $130,000 in cash (2024 policy) |
| Committee chair fee (Compensation) | 25,000 | Additional annual cash retainer for Compensation Chair |
| Lead Independent Director fee | 50,000 | Additional annual cash retainer (policy; Wandell to become LID effective upon re-election in 2025) |
| Wandell—Fees earned (cash) | 155,000 | 2024 reported cash fees |
| Wandell—Stock awards (grant-date fair value) | 175,026 | 870 shares granted on Nov 15, 2024 |
| Wandell—Total 2024 compensation | 330,026 | Sum of cash and equity |
Performance Compensation
- Non-employee director pay is not performance-based; compensation is split between cash retainer and stock, with optional deferral into deferred stock units; no options or PSUs disclosed for directors .
- Directors may elect to defer 0%, 50%, or 100% of equity compensation into deferred stock units until termination; dividend equivalents credited and paid in cash upon distribution .
Other Directorships & Interlocks
| Company | Relationship to Dover | Potential Interlock/Overlap |
|---|---|---|
| Liberty Mutual Holding Company | Insurance provider in broader market; Finance Committee oversees treasury and insurance matters | No related-person transactions disclosed; related-person transactions over $120,000 subject to Governance & Nominating Committee approval; none reported |
| Heramba Electric plc | Industrial/electrification | Public board service; no Dover-related party transactions disclosed |
Expertise & Qualifications
- Strategic leadership across diversified manufacturing; record in growth, profitability, international expansion, and innovation .
- CEO experience at Harley-Davidson; senior operating leadership at Johnson Controls in automotive and power solutions .
- Governance experience across multiple boards; prior lead independent director experience at another Fortune 500 company (considered in LID appointment) .
- Education: BBA (Ohio University); MBA (University of Dayton) .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Ownership % |
|---|---|---|---|
| Keith E. Wandell | 8,664 | Includes 8,594 deferred stock units (payable upon termination of service) | <1% of 137,062,270 shares outstanding (as of Mar 10, 2025) |
| Directors and executive officers as a group (16 persons) | 1,596,515 | Includes DSUs, vested SSARs, RSUs scheduled to vest; excludes certain former NEOs as noted | 1.2% |
- Director stock ownership guideline: expected to hold at least the aggregate number of shares received as the stock portion of the annual retainer over the past five years, net of an assumed 30% tax rate .
- Anti-hedging/anti-pledging: Directors and executive officers are prohibited from hedging, short-selling, holding in margin accounts, or pledging Dover securities .
Governance Assessment
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Strengths
- Lead Independent Director appointment with defined authorities enhances independent oversight while Board Chair is CEO; responsibilities include executive sessions and agenda-setting with management .
- Compensation Committee chaired by Wandell; committee oversees CEO pay, senior executive compensation, LTIP grants/payouts, Board compensation, and succession planning—indicates robust involvement in pay-for-performance and leadership pipeline .
- Attendance: 100% Board meeting attendance among director nominees in 2024 supports engagement and effectiveness .
- Shareholder support: Wandell received 109,176,672 “For” votes in 2025 director election; Say-on-Pay approved 103,383,344 “For” vs 9,130,415 “Against” .
- Anti-hedging/pledging and director stock-retention guidelines align interests with shareholders .
-
Watch items / potential conflicts
- External roles at Liberty Mutual (Risk Committee Chair) alongside Dover Finance Committee oversight of insurance may create the appearance of overlap; Dover reports no related-person transactions and uses a formal review process for any such transactions >$120,000 .
- Board leadership structure (combined Chair/CEO) drew a shareholder proposal for an independent board chair, which shareholders rejected; mitigated by LID empowerment and responsibilities .
-
Director compensation mix
- Equity portion ($175,026 grant) and cash fees ($155,000) result in a balanced mix; no options or performance-conditioned equity for directors, reducing pay-risk but limiting explicit performance linkage at the director level .
Board Governance Data Points (Supplemental)
| Item | Details |
|---|---|
| Committee meetings (2024) | Audit—9; Compensation—6; Governance & Nominating—4; Finance—5 |
| Independence threshold | At least two-thirds independent; currently 8 of 9 nominees independent |
| Shareholder proposal (2025) | Independent board chair proposal rejected (41,224,051 For; 71,347,851 Against; 307,901 Abstained) |
| Say-on-Pay (2025) | Approved (103,383,344 For; 9,130,415 Against; 366,044 Abstained; broker non-votes 9,737,936) |
Notes
- Director compensation deferral elections were made by multiple directors in 2024; Wandell received shares directly (870) rather than DSUs for the 2024 equity grant .
- Beneficial ownership calculations for directors include DSUs payable upon termination and do not reflect percentages for any person other than the holder; Wandell’s holdings are <1% of shares outstanding .