Kristiane Graham
DOVERAbout Kristiane C. Graham
Independent director of Dover Corporation since 1999; age 67; currently serves on the Compensation Committee and the Governance & Nominating Committee. Background includes private investor, prior commercial bank loan officer experience, founding and operating an advisory company and a publication on international thoroughbred racing; she co-manages the Graham Foundation and Graham family investments. The Board cites her founding-family perspective and long-tenured institutional knowledge as valuable for succession insight and alignment with retail shareholders. Independence affirmed by the Board; all director nominees other than the CEO are independent and each attended 100% of Board meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial bank (not named) | Loan officer | Not disclosed | Credit and lending experience |
| Advisory company (founded) | Founder/operator | Not disclosed | Entrepreneurial/strategy exposure |
| International thoroughbred racing publication (founded) | Founder/operator | Not disclosed | Media/operations exposure |
| Graham family investments | Co-manager | Ongoing | Capital allocation and governance insights |
| Dover Corporation | Director | Since 1999 | Long-tenured board perspective |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Habitat for Humanity International | Director | Not disclosed | Also serves on U.S. Council of HFHI |
| U.S. Council of Habitat for Humanity International | Director | Not disclosed | Non-profit governance |
| Virginia Museum of Fine Arts Foundation | Trustee | Not disclosed | Arts/cultural board oversight |
| College Foundation of the University of Virginia | Emeritus Trustee | Not disclosed | Higher-education governance |
| University of Virginia School of Nursing (Advisory Board) | Former advisory board member | Not disclosed | Human capital/culture insights |
Board Governance
- Committee assignments: Compensation Committee member; Governance & Nominating Committee member; no chair roles .
- Independence: Classified as independent; Board requires ≥ two-thirds independent; eight of nine nominees (excluding CEO) are independent .
- Attendance: Each director nominee attended 100% of Board meetings in 2024; 2024 meetings held—Audit: 9; Compensation: 6; Governance & Nominating: 4; Finance: 5 .
- Executive sessions: Board governance highlights include regular executive sessions of independent directors .
- Related-person transaction oversight: Governance & Nominating Committee administers written policy; transactions >$120,000 involving directors/executives/family members reviewed and approved; no director participates in review of a transaction where they are a related person .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $130,000 | Standard non-employee director cash retainer |
| Equity (stock awards, grant-date value, 2024) | $175,026 | Granted Nov 15, 2024 as 870 deferred stock units (DSUs) at aggregate grant-date fair value $175,026 |
| Total annual compensation (2024) | $305,026 | Cash + equity for 2024 |
| Chair/lead fees (structure) | Audit Chair $30,000; Compensation Chair $25,000; Governance Chair $20,000; Finance Chair $15,000; Lead Independent Director $50,000 | Graham held no chair roles in 2024 |
- Equity deferral election: Graham elected to defer 2024 equity compensation into DSUs under the 2021 LTIP; DSUs accrue dividend equivalents in cash upon distribution .
- Director stock ownership guideline: Hold shares at least equal to the stock portion of retainer over the past five years, net of 30% assumed taxes .
Performance Compensation
| Program | Metrics | Period | Notes |
|---|---|---|---|
| Executive long-term/annual incentive design (Committee oversight context) | Adjusted earnings; three-year relative TSR; three-year average ROIC | 2024 | Committee reviews program annually; majority of executive pay is variable/at-risk |
- Directors do not receive options or performance-based PSUs; director pay is a fixed cash retainer plus equity (or DSUs if deferred) per policy; no meeting fees disclosed .
Other Directorships & Interlocks
| Company/Body | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Other public company boards | Public | None | “0” other public boards listed for Graham |
| Non-profit boards (HFHI, US Council, VMFA Foundation) | Non-profit | Director/Trustee | No commercial interlocks disclosed with Dover’s customers/suppliers |
Expertise & Qualifications
- Private investor with substantial Dover holdings; surrogate for individual/retail investors .
- Banking experience (loan officer), entrepreneurial founder/operator; co-manages Graham Foundation and family investments .
- Active leadership in community, affordable housing, education, and health organizations; deep engagement in talent, leadership, and culture policies; monitors development of operating company leaders for succession insights .
- Founding-family perspective on Dover’s historical values, culture, and strategic vision cited as beneficial to long-term strategic planning .
Equity Ownership
| Measure | Value | Detail |
|---|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 215,663 shares; <1% of outstanding | Includes 17,347 DSUs and 29,262 shares held by a charitable foundation of which Graham is a director |
| DSUs (beneficial ownership inclusion) | 17,347 units | Payable upon termination of service; not counted in outstanding for others’ % calc |
| Foundation-held shares | 29,262 shares | Included in beneficial ownership; governance policy addresses related-person transactions |
| Anti-hedging/anti-pledging | Prohibited for directors/executives; no margin accounts or pledging allowed | Aligns with long-term shareholding focus |
| Director ownership guideline | Hold ≥ shares equal to stock retainer over last five years (net of 30% assumed tax) | Individual compliance status not disclosed |
Governance Assessment
- Board effectiveness: Graham’s long tenure, succession oversight activities, and culture/human capital focus strengthen board continuity; independent status and 100% attendance support engagement quality .
- Committee influence: As Compensation Committee member, she participates in executive pay and succession oversight; the committee employs an independent consultant and benchmarks pay, indicating robust governance process .
- Alignment and incentives: Significant director equity component ($175,026 grant-value DSUs in 2024) and strong anti-hedging/anti-pledging rules, plus director ownership guidelines, promote investor alignment .
- Shareholder engagement signal: Dover’s proactive outreach (contacted ~62% of shares; engaged ~42%) and regular independent director executive sessions support responsiveness and accountability; though say-on-pay percentages are not disclosed here, engagement feedback indicated broad support for governance and comp structure .
- Related-party/conflict review: Foundation-held shares are transparently disclosed; Board’s related-person transaction policy centralizes review in Governance & Nominating Committee, with disinterested oversight. No specific related-party transactions involving Graham are disclosed in the proxy—reducing conflict risk .
- RED FLAGS: None evident in the proxy—no hedging/pledging allowed; 100% board attendance; no disclosed related-person transactions involving Graham; no other public company interlocks that could impair independence .