Marc Howze
DOVERAbout Marc A. Howze
Independent director of Dover Corporation since 2023; age 61. Serves on the Audit Committee and is not designated as an “audit committee financial expert” by the Board. Former Group President and Chief Administrative Officer at Deere & Company, with prior legal and HR leadership roles; holds a B.A. (University of Michigan–Dearborn), J.D. (University of Michigan Law School), and MBA (Duke University Fuqua School of Business). Board meeting attendance was 100% in 2024; Dover classifies him as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | Senior Advisor, Office of the Chairman; Group President, Lifecycle Solutions & Chief Administrative Officer; SVP & Chief Administrative Officer; VP Global HR & Employee Communications; Global Director Cotton Harvesting; Manager Business Development (Ag & Turf); Associate General Counsel & Corporate Secretary | More than two decades | Led strategic initiatives in operations, customer value, talent development; governance experience as Corporate Secretary |
| U.S. Army | Special Assistant U.S. Attorney; attained rank of Major | Not disclosed | Litigation and government contracting experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Nationwide Mutual Insurance Company | Director | Not disclosed | Finance Committee; Chair, Human Resources Committee |
| Lincoln Electric Holdings, Inc. | Director | Not disclosed | Finance Committee; Compensation and Executive Development Committee |
Board Governance
- Committee assignments: Audit Committee member; 2024 committee meetings: Audit (9), Compensation (6), Governance & Nominating (4), Finance (5).
- Independence and attendance: Board deems him independent; each director nominee attended 100% of Board meetings in 2024; no director attended less than 75% of combined board and standing committee meetings.
- Audit committee expertise: All members except Mr. Howze qualify as “audit committee financial experts” under SEC rules.
- Executive sessions: Independent directors hold regular executive sessions at least quarterly.
Fixed Compensation
| Component | 2024 |
|---|---|
| Annual cash retainer ($) | 130,000 |
| Equity retainer (grant-date fair value, $) | 175,026 |
| Equity form | 870 deferred stock units (DSUs) granted Nov 15, 2024; deferral election made |
| Committee chair fees | N/A (not a chair) |
| Lead Independent Director fee | N/A |
| Total 2024 director compensation ($) | 305,026 |
Policy: Non-employee director compensation is paid partly in cash and partly in stock; directors may elect to defer 0%, 50%, or 100% of equity into DSUs under the 2021 LTIP. Director ownership guidelines require holding, at any time, shares at least equal to the stock portion received over the past five years (net of an assumed 30% tax).
Performance Compensation
| Performance Metrics Tied to Director Compensation | 2024 |
|---|---|
| Performance-linked metrics (e.g., TSR, EBITDA) | None disclosed; Dover’s director pay consists of cash retainer and time-based equity/DSUs, not performance-conditioned awards |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Exposure |
|---|---|---|
| Lincoln Electric Holdings, Inc. (LECO) | Public, industrial | No related-party transactions disclosed at Dover; standard committee roles (Finance; Compensation & Executive Development) |
| Nationwide Mutual Insurance Company | Private (mutual insurer) | Chair HR Committee; no Dover-related transactions disclosed |
Dover’s related person transactions policy requires Governance & Nominating Committee review/approval for any transactions >$120K involving directors or immediate family; none are disclosed for Mr. Howze.
Expertise & Qualifications
- Global manufacturing, supply chain, aftermarket operations; succession planning and executive compensation; corporate governance and legal (Corporate Secretary/Associate General Counsel at Deere).
- Leadership experience in HR, operations, and brand strategy; U.S. Army litigation/government contracting background.
- Education: B.A. (UM–Dearborn), J.D. (UM Law), MBA (Duke Fuqua).
Equity Ownership
| Item | As of Mar 10, 2025 |
|---|---|
| Total beneficial ownership | 1,062 deferred stock units |
| Ownership % of shares outstanding | <1% (less than one percent) |
| Vested vs. unvested breakdown | DSUs payable upon termination of service; no common shares disclosed in his name |
| Pledged/hedged shares | Prohibited by Dover’s anti-hedging/anti-pledging policy |
| Director ownership guideline | Hold shares equal to stock portion of director retainer over past five years (net of 30% tax); compliance status not disclosed |
Insider Trades
| Date | Form | Transaction | Details |
|---|---|---|---|
| Nov 15, 2024 | Grant (reported on Form 4) | Equity retainer | 870 DSUs; grant-date fair value $175,026 |
Governance Assessment
- Strengths: Independent director; 100% Board meeting attendance; Audit Committee meets quarterly and conducts separate sessions with PwC/internal audit; robust shareholder-aligned governance (majority voting, proxy access, director resignation policy, anti-hedging/pledging); director equity paid in stock/DSUs with retention guidelines; no related-party transactions disclosed.
- Watch items / RED FLAGS: Not designated an audit committee financial expert while serving on Audit (mitigated by other Audit members being designated); relatively modest disclosed beneficial ownership (1,062 DSUs) implies limited “skin-in-the-game,” though consistent with Dover’s director pay structure and tenure since 2023; multi-board service (LECO and Nationwide) requires continued monitoring of time commitments (Board policies require advance notice and set limits for audit committee memberships; he is not disclosed as serving on other audit committees).
Dover governance context: 8 of 9 director nominees are independent; independent director executive sessions at least quarterly; Say-on-Pay support ~94% in 2024, signaling broad investor alignment with compensation oversight.