Michael Manley
DOVERAbout Michael Manley
Michael Manley, age 61, has served as an independent director of Dover Corporation since 2023 and currently sits on the Compensation and Finance Committees. He is the Chief Executive Officer of AutoNation, Inc., and holds an MBA from Ashridge Management College and a B.S. in engineering from Southbank University, bringing deep operating, M&A, and global supply chain experience to the board . Dover’s board has determined that all directors other than the CEO are independent, and each director nominee attended 100% of Board meetings in 2024, indicating strong engagement .
Past Roles
| Organization | Role |
|---|---|
| Stellantis N.V. | Head of Americas; Group Executive Council member |
| Fiat Chrysler Automobiles N.V. (FCA) | Chief Executive Officer |
| FCA/Jeep | Chief Executive Officer, Jeep |
| FCA/Ram | Chief Executive Officer, Ram |
| FCA | EVP – International Sales & Marketing, Business Development and Global Product Planning Operations; COO, Asia Pacific; FCA Global Executive Council member |
External Roles
| Organization | Role | Notes |
|---|---|---|
| AutoNation, Inc. | Director; Chief Executive Officer | Listed as “Other Board Experience: AutoNation, Inc.” in DOV proxy; “Other public company boards” count for Manley = 1 |
Board Governance
- Independence and attendance: Board determined independence for all directors except the CEO; each director nominee attended 100% of Board meetings in 2024; the Board met six times and held at least quarterly executive sessions of independent directors .
- Committee history: In 2023, Manley served on Audit and Finance; in 2024/2025 he serves on Compensation and Finance, reflecting broad governance exposure .
| Committee | Role | 2024 Meetings Held | Key Oversight Responsibilities |
|---|---|---|---|
| Compensation Committee | Member | 6 | CEO and senior executive compensation, equity plan awards/payouts, executive comp plan changes, board compensation, succession planning |
| Finance Committee | Member | 5 | Capital structure/liquidity, dividends/buybacks, debt/equity issuance, capex approval thresholds, M&A oversight, treasury/insurance/tax |
- Board leadership context: The Lead Independent Director role transitions to Keith E. Wandell upon the 2025 annual meeting; the board emphasizes strong independent leadership alongside a combined Chair/CEO structure .
Fixed Compensation
Program structure:
- 2024 non-employee director retainer: $305,000, paid $175,000 in common stock and $130,000 in cash; chair retainers: Audit $30k, Compensation $25k, Governance $20k, Finance $15k; Lead Independent Director $50k cash; directors may defer equity into DSUs .
- 2023 non-employee director retainer: $285,000, paid $165,000 stock and $120,000 cash; chairs: Audit $30k, Compensation $20k, Governance/Finance $15k; Board Chair additional $170k (for applicable director that year); DSU deferral available .
- The Compensation Committee, with its independent consultant, raised board retainer components for 2024 (cash +$10k, stock +$10k) and increased certain chair fees .
| Year | Cash Retainer to Manley ($) | Chair/Lead Premiums ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 130,000 | 0 | 130,000 |
| 2023 | 107,178 (partial-year) | 0 | 107,178 |
Performance Compensation
- Directors receive equity in common stock or deferred stock units (DSUs); the proxy does not disclose performance conditions for director equity awards (i.e., no performance metrics are described) .
| Year | Grant Date | Instrument | Units/Shares Granted | Grant-Date Fair Value ($) | Deferral Election |
|---|---|---|---|---|---|
| 2024 | Nov 15, 2024 | Deferred Stock Units | 870 | 175,026 | Elected to defer 2024 equity to DSUs |
| 2023 | Nov 15, 2023 | Deferred Stock Units | 1,062 | 147,438 | Elected to defer 2023 equity to DSUs |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) |
|---|---|---|
| AutoNation, Inc. | Director (and CEO) | Not disclosed in DOV proxy |
Expertise & Qualifications
- CEO of the largest U.S. automotive retailer; extensive global manufacturing, supply chain, and multi-national management experience .
- Deep capital markets and M&A background; experience managing multiple business models and complex integrations .
- Education: MBA (Ashridge Management College); B.S. Engineering (Southbank University) .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | As Of | Notes |
|---|---|---|---|---|
| Michael Manley | 1,932 DSUs | <1% | Mar 10, 2025 | Directors’ beneficial totals include DSUs payable upon termination |
- Director stock ownership guideline: Directors are expected to hold shares equal to the aggregate stock portion of their annual retainer over the past five years, net of an assumed 30% tax rate .
Governance Assessment
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Board effectiveness: Manley contributes CEO-level operating and M&A expertise, now positioned on the Compensation and Finance Committees that shape executive pay, capital allocation, and transaction oversight—high-impact areas for investor outcomes .
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Independence and engagement: Classified as independent; Board attendance was 100% in 2024 and each nominee attended 100% of Board meetings, supporting strong engagement despite external CEO duties .
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Pay alignment: Director pay is split between cash and stock/DSUs, with Manley deferring equity into DSUs in 2023 and 2024, signaling alignment with shareholders via equity exposure .
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Process rigor: Director compensation levels and structure were reviewed with an independent compensation consultant before 2024 adjustments—good governance practice .
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Related-party risk: The proxy outlines robust related-person transaction review procedures and does not disclose related-person transactions involving Mr. Manley .
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External commitments policy: Board reviews director external commitments; nominees complied with guidelines and achieved 100% Board meeting attendance in 2024 .
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RED FLAGS:
- None observed in the proxy regarding attendance (100%), related-person transactions, or director equity design (no repricings or special arrangements disclosed) .
- Watchpoint: External CEO workload can strain capacity, but Dover’s policy oversight and 2024 attendance mitigate this concern for now .