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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☐
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material under § 240.14a-12
​
Amphenol Corporation
​
Filed by the Registrant ý

Filed by a Party other than the Registrant o

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o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under §240.14a-12


(Name of Registrant as Specified in Its Charter)
​
Amphenol Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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NOTICE OF 2021 ANNUAL MEETING
and
PROXY STATEMENT

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LOGO
NOTICE OF 2024 ANNUAL MEETING
and
PROXY STATEMENT
[MISSING IMAGE: lg_amphenolcorp-pn.jpg]
AMPHENOL CORPORATION
358 HALL AVENUE
WALLINGFORD, CONNECTICUT 06492

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AMPHENOL CORPORATION
358 HALL AVENUE
WALLINGFORD, CONNECTICUT 06492



Table of Contents


NOTICE OF 20212024 ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE

11:00 a.m., Wednesday,Eastern Time, on Thursday, May 19, 2021

16, 2024

PLACE

Amphenol Corporation

World Headquarters

Conference Center

358 Hall Avenue

Wallingford, CT 06492

(203) 265-8900

AGENDA

1.

To elect nine directors as named for the term indicated in the proxy statement.

​
2.

To ratify and approve the 2024 Restricted Stock Plan for Directors of Amphenol Corporation.
​
3.
To ratify the selection of Deloitte & Touche LLP as independent public accountants.

3.
​
4.
To conduct an advisory vote to approve compensation of named executive officers.

4.
To approve the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries.

​
5.

To approve an amendment to the Company'sCompany’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock.

6
reflect new Delaware law provisions regarding officer exculpation.
​
6.
To vote on the stockholder proposal set forth in the proxy statement, if properly presented at the Annual Meeting.

​
7.

To transact such other business as may properly come before the meeting and any postponements or adjournments thereof.

​
By Order of the Board of Directors
Lance E. D'Amico
D’Amico
Senior Vice President, Secretary and General Counsel

April 12, 2021

—IMPORTANT—
PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING

[8], 2024

​​
—IMPORTANT—
PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING
​​
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on May 19, 2021:16, 2024: The Proxy Statement and Annual Report to Stockholderson Form 10-K for the fiscal year ended December 31, 20202023 are available at www.edocumentview.com/APH.


Table of Contents


TABLE OF CONTENTS

​


TABLE OF CONTENTS
​
Proxy Statement Summary
​​​​iii​​
​
Proxy Statement
​​​​1

2021 Proxy Summary

​iii​

Proxy Statement

​
Record Date
​​​​1​​

Record Date/Stock Split

​
Proxies
​​​​1​​

Proxies

​
1

Security Ownership of Certain Beneficial Owners

​​​​43​​
​

Security Ownership of Management

Directors and Executive Officers
​​​​54​​

​

Delinquent Section 16(a) Reports

​6​​​​​​
​

ý    ■Proposal 1. Election of Nine Directors

​​​​65​​
​

Director Nominees

​​​​86​​
​
Board at a Glance
​​​​15

​​
​
The Board of Directors and the Committees of the Board

​​​​1216​​
​

• Governance Principles

​​​​1216​​
​

• Director Independence

​​​​1216​​
​

• Leadership Structure

​​​​1216​​
​

• Board of Directors Summary Information

​​​​1317​​

• Committees

​
13

• Director Selection Process; Board Diversity

​​​​1518​​
​
• Committees
​​​​18

​​
​
• Meetings of the Board and Committees

​​​​1621​​
​

• Risk Oversight

​​​​1721​​
​
• Cybersecurity Governance
​​​​22

​​
​
• Human Capital Management and Culture Oversight

​​​​1822​​
​
• Oversight of ESG Matters
​​​​23

​​
​
• Director Compensation for the 20202023 Fiscal Year

​​​​1824​​
​

• Communications with the Board of Directors

​​​​2025​​
​

• Board Member Attendance at Annual Meeting of Stockholders

​​​​2025​​
​
■
Proposal 2. Ratification and Approval of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation
​​​​26

​​
​
Executive Officers Who are not Directors

​​​​2129​​
​

Report of the Audit Committee

​​​​2431​​
​

Audit and Non-Audit Fees

​​​​2532​​
​

Pre-Approval of Auditor Services

​​​​2532​​
​

Hiring Restrictions on Former Employees of Auditor

​​​​2532​​
​

ý    ■Proposal 2.3. Ratification of the Selection of Independent Public Accountants

​​​​2633​​
​

Compensation Discussion & Analysis

​​​​2734​​
​

• Overview of Compensation

​​​​2734​​
​

• Say on Pay

​​​​2734​​
​

• The Compensation Committee

​​​​2734​​
​

• Role of Compensation Consultant in Compensation Decisions

​​​​2835​​
​

• Role of Executive Officers in Compensation Decisions

​​​​2835​​
​

• Philosophy and Objectives of Compensation Program

​​​​2935​​
​

• Elements of Compensation Program

​​​​2935​​
​

Base Salary

​​​​2936​​


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​

Performance-Based Incentive Plans

​​​​2936​​
​

Stock Option Plans

​​​​3138​​
​

Insurance Benefits

​​​​3238​​
​

Retirement Benefits

​​​​3238​​
​
Perquisites/Other
​​​​39

Perquisites/Other

​33​
​

• Compensation of Named Executive Officers

​​​​3339​​
​

Company Performance

​​​​3339​​
​

Pay Mix

​​​​3440​​
​

CEO Compensation

​​​​3441​​
​

Other Named Executive Officers'Officers’ Compensation

​​​​3542​​
​

Compensation Committee Report

​​​​3845​​

Compensation Committee Interlocks and Insider Participation

​
38

Summary Compensation Table

​​​​3946​​
​
Employment Agreements
​​​​47

Section 162(m) of the Internal Revenue Code

​40​

Employment Agreements

​
40

Stock Option Plans

​​​​4047​​
​

Repricing of Options/Granting of SARs

​​​​4148​​
​

Grants of Plan Based Awards in Fiscal Year 2020

2023
​​​​4249​​
​

Outstanding Equity Awards at 20202023 Fiscal Year End

​​​​4350​​
​

Option Exercises and Stock Vested for the 20202023 Fiscal Year

​​​​4451​​
​

Pensions and Deferred Compensation

​​​​4451​​
​

• Pension Plan

​​​​4451​​
​

• Pension Benefits for the 20202023 Fiscal Year

​​​​4652​​
​

• Nonqualified Deferred Compensation for the 20202023 Fiscal Year

​​​​4753​​
​

Potential Payments upon Termination or Change in Control

​​​​4954​​
​
Pay Versus Performance Disclosure
​​​​57

​​
​
CEO Pay Ratio

​​​​5260​​
​

ý    ■Proposal 3.4. Advisory Vote to Approve Compensation of Named Executive Officers

​​​​5462​​

ý    Proposal 4. To Approve the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries

​
55

ý    Proposal 5. Approve an Amendment to the Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

62

Certain Relationships and Related Party Transactions

​​​​6463​​
​
Stock Ownership Guidelines for Non-Employee Directors and Certain Executives
​​​​63

​​
​
Clawback Policy
​​​​63​​
​
Prohibition on Short Sales, Transactions in Derivative Securities and Hedging

​​​​64​​

Stock Ownership Guidelines for Non-Employee Directors and Certain Executives

​
Investor Outreach
​​​​64​​

Investor Outreach

​
65

Environmental, Social and Governance (ESG)

​​​​65​​

Stockholder Proposals

​
■
Proposal 5. Approval of an Amendment to the Company’s Restated Certificate of Incorporation to reflect New Delaware Law Provisions regarding Officer Exculpation
​​​​66​​
​
Sixth Amendment to the Restated Certificate of Incorporation
​​​​66

ý    

​​
​
Stockholder Proposals
​​​​68​​
​
■Proposal 6. Stockholder Proposal—Improve our Catch-22 Proxy Access

Special Shareholder Meeting Improvement
​​​​68​​
​

General and Other Matters

​71

Annex A—Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries

​		​​
A-173		​​


ii


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Table of Contents​


2021


Proxy Statement Summary

This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and the 2020 AmphenolAmphenol’s Annual Report to Stockholderson Form 10-K for the fiscal year ended December 31, 2023 carefully before voting.

Annual Meeting of Stockholders

Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and for each of the other proposals to be voted on.
​
[MISSING IMAGE: ic_thumbtack-4c.jpg]
• Time and Date​​11:00 a.m., Wednesday, May 19, 2021

•Meeting Place


Amphenol Corporation

World Headquarters

Conference Center

358 Hall Avenue

Wallingford, CT 06492

• ​		​
[MISSING IMAGE: ic_calendar-4c.jpg]
[MISSING IMAGE: ic_clock11am-4c.jpg]
[MISSING IMAGE: ic_penandpaper-4c.jpg]
​​
Meeting Date
Thursday, May 16, 2024
Meeting Time
11:00 a.m. Eastern Time
Record Date
March 18, 2024


March 22, 2021

• Voting

Stockholders as of the record date are entitled to vote. Each share of Common Stock is entitled to one vote for each director nominee and for each of the other proposals to be voted on.​


Meeting Agenda and Voting Matters

Meeting Agenda and Voting Matters​​


Board Vote

Recommendation
​​
Page References

(for more detail)
​
Proposal 1
Election of Nine Directors
​
​​FOR EACH DIRECTOR NOMINEEeach nominee​6-20​5​

Other Management Proposals
Proposal 2
Ratification and approval of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation
​

​
​
FOR
​		​26​

•

Proposal 3
Ratification of the selection of Deloitte & Touche LLP as independent public accountants
​

​
FOR​
FOR
24-26​		​33​

•

Proposal 4
Advisory vote to approve compensation of named executive officers
​

​
FOR​
FOR
27-54​		​62​

•

Proposal 5
Approval of Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries


FOR

55-61

•

Approval of anthe amendment to the Company'sCompany’s Restated Certificate of Incorporation to increase the Number of authorized shares of Common Stockreflect new Delaware law provisions regarding officer exculpation
​

​
FOR​
FOR
62-63​		​66​

Proposal 6
Stockholder Proposal regarding Special Shareholder Meeting Improvement
​

​
​
AGAINST
​		​68​

iii
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Director Nominees
​​​​​​Director
Tenure		​​​Principal
Occupation		​​​Independent​​​Committee
Memberships		​​​Other Public
Company Boards		​​

•​
​
Improve our Catch-22 Proxy AccessName
​
AGAINST​
​
68-70

iii

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Director Nominees

AC​​​CC​​​EC​​​FC*​​​NCGC​​





Committee
Memberships

Director
Tenure		Principal
Occupation		Experience/
Qualifications
Other Public
Company Boards
Name
IndependentACCCECNCGCPC

Stanley L. Clark

​		​Nancy A. Altobello​​​Since 20052021​​​Former Lead Trustee and Senior AdvisorGlobal Vice Chair, Talent of Goodrich, LLCErnst & Young​- Leadership
- Finance
- Global
- Industry
- Operations​		​Y​​​C,F​​​●​​​​​​​​​​​​​​​MarketAxess Holdings Inc./Wex Inc.​​
​​David P. Falck
(Presiding Director)		​​​Since 2013​​​Former Executive Vice
President and General Counsel,
Pinnacle West Capital Corporation		​​​Y​​​●​​​●​​​​​​​​​​​C​​​X​​X​

John D. Craig

​		​

Since 2017

Former CEO of EnerSys

- Leadership

Y

X

C

X

- M&A

- Technology

- Operations

David P. Falck

Since 2013

Former Executive Vice

- Leadership

Y

X

X

C

(Presiding Director)

President and General- Compliance

Counsel- Risk

Pinnacle West Capital Management

Corporation- M&A

Edward G. Jepsen

​

1989-1997;

​		​

1989-1997;
Since 2005

​​​Former CEO and Chairman of Coburn

Technologies, Inc.		​

- Leadership

​		​

Y

​

C,F

​		​●,F​

X

​		​​​

X

​		​●​​​●​​​​​​​​​​

​		​Since 2005Technologies, Inc.- Finance

- Global

- Industry

Rita S. Lane

​

​

​Since 2020

​

​

​Former VP of Operations of Apple Inc.

​

- Leadership
- Supply Chain
- Global
- Technology
- Operations

​		​

Y

​​​​​​​​​​​

C

​​​●​​​●​​​L3Harris Technologies/
Sanmina
Corporation/Technologies, Inc./ Signify N.V.

​​

​

​Robert A. Livingston

​

​

​Since 2018

​

​

​Former CEO of Dover

Corporation		​

- Leadership

​		​

Y

​

X,F

​		​

X

●,F		​

X

​		​C​​​

●

​​​​​​​​​​​RPM

International Inc.		​​

​		​Corporation- GlobalInternational Inc.

- Manufacturing

- M&A

- Finance

Martin H. Loeffler

(Chairman)

​

​

​Since 1987

​

​

​Former CEO of Amphenol
Corporation

​

- Leadership
- Global
- Industry
- Technology

​		​

Y

​​​​​​​​​​​​​​​​​​​​​​​​​​

​

​R. Adam Norwitt

​

​

​Since 2009

​

​

​President and CEO of

Amphenol Corporation		​

- Leadership

​		​

N

​​​​​​​​​​​​​​​​​​​​​​​​​​

​		​Prahlad Singh​Amphenol Corporation​​- GlobalSince 2023​​​President and CEO of Revvity, Inc.​​​Y​​​​​​​​​​​​​​​​​​​​​​​Revvity, Inc.​​

​		​- Industry

- Operations

- M&A

Anne Clarke Wolff

​

​

​Since 2018

​

Former Chairman Global Corporate​

​Founder and Investment Banking - BankCEO of America

Independence Point Advisors		​

- Leadership
- Finance
- M&A
- Global

​		​

Y

​

X,F

​		​●,F​​​

X

​		​

C

​		​​​​​C​​​●​​​​​​
*
The Pension Committee was dissolved, and the Finance Committee was formed, on August 3, 2023, with the responsibilities of the Pension Committee assumed by the Finance Committee. At the time of dissolution, the members of the Pension Committee were Anne Clarke Wolff (Chair), Rita S. Lane and Edward G. Jepsen, each of whom became members of the Finance Committee.
​
AC

Audit Committee

​
C

Chair


​
CC

Compensation Committee


​
EC

Executive Committee


​
FC
Finance Committee
​
F

Financial Expert


​
NCGC

Nominating/Corporate Governance Committee


PC
Pension
​
Attendance
In 2023, each of the Company’s director nominees attended 100% of the Board and Committee meetings on which such director sits.
​

iv
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AttendanceIn 2020, each of the Company's directors attended 100% of the Board and the Committee meetings on which such director sits.

iv

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Governance Documents

        The Company

Amphenol Corporation (the “Company” or “Amphenol”) posts the following documents on its website at www.amphenol.com under the heading "Investors"“Investors”, then "Governance"“Governance”, and then "Governance Documents"“Governance Documents”:

Clawback Policy
Code of Business Conduct and Ethics

Corporate Governance Principles

Global Human Rights Policy

Political Activity Statement

Stock Ownership Guidelines—Directors

Stock Ownership Guidelines—Executives

The Company posts the following boardBoard committee charters on its website at www.amphenol.com under the heading "Investors"“Investors”, then "Governance"“Governance”, then “Board of Directors” and then "Board of Directors"“Committee Charters”:

Audit Committee Charter

Compensation Committee Charter

Executive Committee Charter

Finance Committee Charter
Nominating/Corporate Governance Committee Charter
Pension Committee Charter

A printed copy of any of these documents will be provided to any stockholder of the Company free of charge upon written request to the Company, c/o Secretary, Amphenol Corporation, 358 Hall Avenue, Wallingford, Connecticut 06492.

Executive Compensation

At the 2020 annual meeting2023 Annual Meeting of stockholders,Stockholders, the Company'sCompany’s stockholders cast a non-binding advisory vote to approve the compensation of the Company'sCompany’s named executive officers as disclosed in the proxy statement for that meeting. The Company'sCompany’s stockholders overwhelmingly approved the proposal with more than 90% of the shares voted being cast in favor of the proposal. These programs and policies remain unchanged, as described in detail beginning on page 27.34. The Company'sCompany’s core management compensation programs includeprogram includes base salary, an annual performance-based incentive plan payment opportunity, an annual stock option awardsaward (with 20% vesting each year over a five-year period), insurance benefits and retirement benefits.

        Compensation programs

The compensation program for the named executive officers emphasizeemphasizes at-risk, performance-based elements. Fixed compensation elements, including base salary, retirement benefits and other compensation are designed to be market competitive for purposes of retention, and to a lesser extent, recruitment. However, it is intended that a larger part of the named executive officers'officers’ compensation be geared to reward performance that generates long-term shareholder value.

For the Company'sCompany’s Chief Executive Officer, fixed compensation elements including salary and “all other compensation” ​(which includes retirement benefits and "all other compensation"benefits) comprised approximately 18%17% of his total 20202023 compensation. His at-risk compensation linked to increasing shareholder value comprised approximately 82%83% of his total 20202023 compensation. These at-risk elements include stock options granted with an exercise price equal to the closing price of the Company'sCompany’s common stock on the date of grant which only generate value if the Company'sCompany’s share price increases after the grant date. The other at-risk compensation is annual incentive plan compensation which historically has not paid out if year-over-year Adjusted Diluted EPS declines in addition to other considerations designed to motivate the Chief Executive Officer to generate long-term shareholder value, and rewards the Chief Executive Officer for growth in Company revenues and Adjusted Diluted EPS. For the Company'sCompany’s other named executive officers as a group, fixed compensation elements comprised approximately 17%21% of total 20202023 compensation while at-risk compensation comprised approximately 83%79% of total 20202023 compensation. As with the Chief Executive Officer, the fixed compensation elements for the other named executive officers include salary retirement benefits and "all

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“all other compensation",compensation,” while the at-risk items include stock options and annual incentive plan compensation linked to goals that encourage growth in revenues and either Adjusted Diluted EPS or operating income, depending on the role of the named executive officer.

The Board believes this compensation program is a valuable and appropriate tool which contributes to the Company'sCompany’s continuing success.


v
TABLE OF CONTENTS2020

2023 Performance Highlights(1)

1

Amphenol delivered another strong yearrobust financial results in 2020, especially considering2023. Although the unprecedented COVID-19 pandemic. Notwithstanding the uncertain andCompany faced a challenging public health and economic environment, related to the COVID-19 pandemic, we achieved:

•
Record Sales
Net sales of $8.599$12.55 billion, up 5% in U.S. dollars and 2% organicallydown 1% compared to 2019

prior year
​
•

Record GAAP Diluted EPS of $1.96,$3.11, up 4%2% compared to the prior year

​
•

Record Adjusted Diluted EPS of $1.87, unchanged from 2019

$3.01, up slightly compared to prior year
​
•

GAAP and Adjusted Operating Margin of 19.1%20.4% and 19.2%20.7%, respectively

​
•

Record Operating and Free Cash Flow of $1.592$2.53 billion and $1.328$2.16 billion, respectively

        Amphenol's

​
•
Completed ten acquisitions
​
•
Returned nearly $1.1 billion to shareholders
​
Amphenol’s performance in 20202023 enabled us to continue our track record of creating long-term value for our stockholders.shareholders. Over the past ten years, which included two pandemic-impacted years, Amphenol has grown Net sales by 172%, Adjusted Diluted EPS by 212% and Operating Cash Flow by 229%, a significant achievement given the global challenges that arose over the past few years. In addition, Amphenol has delivered compound annual sales growth of 9%11% and Adjusted Diluted EPS growth of 11%.12% over the past ten years. This superior performance has created sustained shareholder value as reflected in Amphenol's stockAmphenol’s shares delivering an 18%approximately 17% compound annual return infor the ten years endingended December 31, 2020,2023, significantly exceeding the performance12% return of the S&P 500 during that same time period.

        In 2020, the Company continued to have a flexible and balanced approach to capital allocation by:

    •
    Completing two strategic acquisitions, and in December 2020 announcing the significant acquisition of MTS Systems (Nasdaq: MTSC), which closed on April 7, 2021;

    •
    Investing in excess of $275 million into new products, facilities and capabilities to fuel future growth and expansion;

    •
    Increasing the Company's quarterly dividend by 16%; and

    •
    Returning $641 million to stockholders through the repurchase of 12.0 million shares of the Company's stock.

        Amphenol's unique operating culture enabled us to continue our track record of outperformance in 2020. Despite the challenges posed by the COVID-19 pandemic and its impact on the global economy, our team continued to capitalize on our value-creating high-technology solutions and the growth trends in our markets even in times of crisis. We are encouraged by the platform of strength that has been created by the Company's strong performance amidst the unprecedented uncertainties of 2020. Our unique Amphenolian culture of entrepreneurial accountability will continue to be the core of why we are successful.

COVID-19

        The COVID-19 pandemic has caused unprecedented disruption and uncertainty. Our team is working tirelessly to support the battle against the spread of the COVID-19 virus, including in particular by taking significant measures to ensure that our employees, together with their families and the communities in which they live remain healthy and safe. In addition, we have supported our customers as they respondthe Company’s closing stock price grew from $76.14 on December 31, 2022 to

$99.13 on December 31, 2023, a 30% increase, compared to an increase of 24% for the S&P 500 over the comparable period.
[MISSING IMAGE: bc_netsales-4c.jpg]
​
(1)

Refer to footnote 12 and accompanying text on page 3339 for definitions of certain non-GAAP financial measures. Refer to Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for definitions and reconciliations of non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.

​

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Amphenol’s unique culture of Contents

urgent needs for a wide variety of medical equipment, to upgrade the coverage and bandwidth of communications networks and to support first responders with necessary equipment, among many other initiatives.

        The Companyentrepreneurship continues to emphasize performancebe core to our success. Despite facing many ongoing challenges in the marketplace in 2023, our team continued to take advantage of the growth segments of the electronics industry through its compensation programs. Notwithstanding the unexpectedour broad array of interconnect solutions. We believe that our outstanding and unprecedented challenges that the COVID-19 pandemic createdgrowing entrepreneurial management team will continue to adjust to changing market conditions, capitalize on growth opportunities and generate sustainable long-term value for our management team, no structural changes were madeshareholders.

Stock Performance Graph
The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2023 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index (“DJUSEC”). This graph assumes that $100 was invested in our common stock and each index on December 31, 2018, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point below represents the last trading day of each calendar year. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to our core compensation programs and no adjustments were made to the financial targets under our 2020 Management Incentive Plan which were established before the crisis emerged.

forecast, future performance.

[MISSING IMAGE: lc_stockperformance-4clr.jpg]

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Investor Outreach

Amphenol regularly engages with key stockholders to discuss, among other items, governance issues to ensure that management and the Board understand and address issues that are important to the Company'sCompany’s stockholders. Through these engagements, the Company has obtained valuable feedback. For example, in 2022, the Company adopted an amendment to the Company’s By-Laws to provide that in contested elections, directors will be elected under a plurality voting standard. This varies from the Company’s majority voting standard in uncontested elections. In addition, in 2016, the Board adopted an amendment to the Company'sCompany’s By-Laws that, among other things, implemented "proxy access"“proxy access”, which, subject to the requirements of the By-Laws, permits any stockholder or group of up to 20 stockholders that beneficially owns at least 3% of the Company'sCompany’s outstanding Common Stockcommon stock continuously for three years to nominate candidates for election to the Board and to require the Company to list such nominees in the Company'sCompany’s proxy statement. In prior years, the Company has taken a variety of other significant actions in response to investor feedback, such as lowering the threshold to call special meetings of stockholders from 50% to 25%, declassifying the Board and providing for the annual election of directors, allowing stockholders to act by written consent and eliminating supermajority voting requirements in the Company'sCompany’s Certificate of Incorporation and By-Laws. In 2020,2023, in addition to our regular investor engagement, the Company has againalso engaged with a number of importantother stakeholders on a variety of topics, including various environmental, social and governance ("ESG"(“ESG”) related topics.

topics, and adopted a Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) in compliance with the applicable rules of the Securities and Exchange Commission (the “SEC”) and the Listing Standards of the New York Stock Exchange (the “NYSE Listing Standards”).

Environmental, Social and Governance

        We are dedicated to

At Amphenol, we believe that making sustainable business choices, building true,strong relationships with our stakeholders and engaging in good corporate governance create long-term value for our customers, employeesCompany. We also recognize that our ESG practices and stockholders.initiatives require transparency and accountability. To that end, we publish a Sustainability Report on an annual basis to highlight our goals and areas of progress and success in sustainability matters, including climate-related topics, the most recent of which is available on the home page of our website. We strongly believe that sustainable business practices are atanticipate publishing our 2023 Sustainability Report prior to the core of ensuring our success and longevity.Annual Meeting. For more information about our sustainability efforts,ESG practices and initiatives, please visit the sustainability section of our website at https://www.amphenol.com/sustainability as well assustainability. For the avoidance of doubt, neither our 2020 Sustainability Report nor other materials available on our website.

2022website are incorporated into this proxy statement by reference.

2025 Annual Meeting

​

Deadline for stockholder proposals to be included in the proxy statement for the 20222025 annual meeting of stockholders. 

stockholders in accordance with Rule 14a-8 of the Securities Exchange Act of 1934, as amended.		​​December 13, 2021[9], 2024​

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​​


PROXY STATEMENT

This proxy statement (first mailed to stockholders on or about April 12, 2021)[8], 2024) is furnished to the holders of the Class A Common Stock, par value $.001 per share ("(“Common Stock"Stock”), of Amphenol Corporation (the "Company"“Company” or "Amphenol"“Amphenol”) in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders to be held in the Conference Center at the Company'sCompany’s Corporate Headquarters at 358 Hall Avenue, Wallingford, Connecticut 06492 (telephone (203) 265-8900) at 11:00 a.m., Eastern Time, on Wednesday,Thursday, May 19, 202116, 2024 (the "Annual Meeting"“Annual Meeting”).


RECORD DATE/STOCK SPLIT

DATE

The Board of Directors of the Company (the "Board"“Board”) has fixed the close of business on March 22, 202118, 2024 as the Record Date for the 2021 Annual Meeting (the "Record Date"“Record Date”). Only stockholders of record at the Record Date are entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof, in person or by proxy. On January 27, 2021, the Board of Directors approved a two-for-one split of the Common Stock, which was issued on March 4, 2021 to stockholders of record as of February 16, 2021. In this Proxy Statement, all references to shares of Common Stock and options to purchase shares of Common Stock reflect said two-for-one split, including tables, EPS references and annexes. At the Record Date, there were 599,356,937601,571,637 shares of Common Stock outstanding.


PROXIES

The proxy accompanying this proxy statement is solicited on behalf of the Board for use at the Annual Meeting and any postponements or adjournments thereof. Each holder of Common Stock is entitled to one vote for each share of Common Stock held at the Record Date. The holders of record, present in person or by proxy, of a majority of the issued and outstanding shares of Common Stock shall constitute a quorum. Abstentions and broker non-votes are counted as present for quorum purposes.

Shares will be voted in accordance with stockholder instructions. If a stockholder returns a signed proxy card that omits voting instructions for some or all matters to be voted on, the proxy holders will vote on all uninstructed matters in accordance with the recommendations of the Board. In addition, if a stockholder has returned a signed proxy card, the proxy holders will have, and intend to exercise, discretion to vote shares in accordance with their best judgment on any matters not identified in this proxy statement on which a vote is taken at the Annual Meeting. At present, the Company is not aware of any such matter.

For stockholders that hold their shares through an account with a broker, bank or other nominee, and do not give voting instructions on a matter, under the rules of the New York Stock Exchange, the broker, bank or other nominee, is permitted to vote in its discretion only on Proposal 23 (ratification of selection of the independent public accountants) and is required to withhold its vote on each of the other proposals, the withholding of which is referred to as a "broker“broker non-vote."

”

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The following table illustrates votes required, and the impact of abstentions and broker non-votes.

​​
​ Proposal​​​​ ​​ ​​
Proposal
Required Vote
Impact of
Abstentions
Impact of Broker
Non-Votes
​ ​​​​ Impact of
Abstentions		​​​Impact of Broker
Non-Votes		​​
1.​​
1.
Election of nine directors
​
​​​Votes "For"“For” a nominee must exceed votes "Against"“Against” that nominee​​​No impact on outcome​​​Not counted as votes cast; no impact on outcome
​ ​​
​​
2.
Ratification and Approval of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation
​
​​​​ ​​
2.Ratification of the selection of the independent public accountantsApproval by a majority of the votes cast​​​No impact on outcome​​​Not counted as votes cast; no impact on outcome​​
​​
3.
Ratification of the selection of Deloitte & Touche LLP as independent public accountants
​
​​​Approval by a majority of the votes cast​​​No impact on outcome​​​Not expected; not counted as votes cast; no impact on outcome
​ ​​

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​​Proposal​​​Required Vote​​​Impact of
Abstentions		​​​Impact of Broker
Non-Votes		​​
3.​​
4.
Advisory vote to approve compensation of named executive officers
​
​​​Approval by a majority of the votes cast​​​No impact on outcome​​​Not counted as votes cast; no impact on outcome
​ ​​​​ ​​ ​​
4.Approval of the Amended 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and SubsidiariesApproval by a majority of the votes castEffect of a vote "Against"Not counted as votes cast; no impact on outcome
​​​ ​​ ​​​​
5.

Approval of an amendment to the Company'sCompany’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stockreflect new Delaware law provisions regarding officer exculpation
​
​​​Approval by a majority of the outstanding shares of Common Stock​​​Effect of a vote "Against"“Against”​​​Effect of a vote "Against"“Against”​​
​​
6.
Stockholder Proposal regarding Special Shareholder Meeting Improvement
​
​​​​ ​​
6.Stockholder proposal, if properly presented at the annual meetingApproval by a majority of the votes cast​​​No impact on outcome​​​Not counted as votes cast; no impact on outcome
​​​ ​​ ​​ ​​

A proxy may be revoked. For shares that are held in "street name"“street name”, the stockholder must follow the directions provided by its bank, broker or other intermediary for revoking or modifying voting instructions. For shares that are registered in the stockholder'sstockholder’s own name, the proxy may be revoked by written notification to the Company Secretary prior to its exercise and providing relevant name and account information, submitting a new proxy card with a later date (which will override the earlier proxy) or voting in person at the Annual Meeting.

        Votes on each of the proposals other than election of directors, the approval of the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries and the amendment of the Certificate of Incorporation to increase the number of authorized shares of Common Stock are advisory and therefore not binding on the Company. However, the Board will consider the outcome of these votes in its future deliberations.

The inspectors of election appointed for the Annual Meeting with the assistance of the Company'sCompany’s transfer agent, Computershare Trust Company, N.A., will tabulate the votes.


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The Company pays the cost of preparing, printing, assembling and mailing this proxy soliciting material. The Company has engaged the firm of Georgeson LLC to assist in the distribution of this Notice of 20212024 Annual Meeting and Proxy Statement and will pay Georgeson LLC its out of pocket expenses for such services. The Company will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Georgeson LLC has also been retained to assist in soliciting proxies for a fee not expected to exceed $10,000,$11,000, plus distribution costs and other costs and expenses. Proxies may also be solicited from some stockholders personally, by mail, e-mail, telephone or other means of communication by the Company'sCompany’s directors, officers and regularother employees who are not specifically employed for proxy solicitation purposes and who will not receive any additional compensation.


TableThe Company intends to file a Proxy Statement and WHITE proxy card with the SEC in connection with its solicitation of Contentsproxies for our 2025 Annual Meeting. Stockholders may obtain our Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at: www.sec.gov.


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​


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Listed in the following table are those stockholders known to Amphenol to be the beneficial owners of more than five percent of the Company'sCompany’s outstanding Common Stock as of December 31, 2020.

2023.
Name and Address of Beneficial Owner​​
Amount and Nature of
Beneficial Ownership
​​Percent of Class​
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355		​​​​73,135,372(1)​​​​​12.2%​​
FMR LLC.
245 Summer Street
Boston, MA 02210		​​​​55,887,537(2)​​​​​9.3%​​
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001		​​​​48,850,262(3)​​​​​8.2%​​
​
Name and Address of Beneficial Owner
 Amount and Nature of
Beneficial Ownership		 Percent of Class 

The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

  64,587,088(1) 10.8%

BlackRock, Inc.
55 East 52nd Street
New York, NY 10055

  
45,708,958
(2)		 
7.6
%

FMR LLC
245 Summer Street
Boston, MA 02210

  
43,342,710
(3)		 
7.2
%
(1)
(1)
The Schedule 13G13G/A filed by such beneficial owner on February 10, 202113, 2024 for the year ended December 31, 20202023 indicates that it has (i) sole voting power over 0 shares, (ii) shared voting power over 1,070,084751,905 shares, (iii) sole dispositive power over 61,919,39870,690,244 shares and (iv) shared dispositive power over 2,667,6902,445,128 shares.

​
(2)

The Schedule 13G13G/A filed by such beneficial owner on January 29, 2021February 9, 2024 for the year ended December 31, 20202023 indicates that it has (i) sole voting power over 38,705,38253,299,613 shares, (ii) shared voting power over 0 shares, (iii) sole dispositive power over 45,708,95855,887,537 shares and (iv) shared dispositive power over 0 shares.

​
(3)

The Schedule 13G13G/A filed by such beneficial owner on February 8, 2021January 25, 2024 for the year ended December 31, 20202023 indicates that it has (i) sole voting power over 7,787,35644,756,913 shares, (ii) shared voting power over 0 shares, (iii) sole dispositive power over 43,342,71048,850,262 shares and (iv) shared dispositive power over 0 shares.

​

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SECURITY OWNERSHIP OF MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information with respect to beneficial ownership of the Company'sCompany’s Common Stock as of April 1, 2021March 18, 2024 by each director, the named executive officers (listed in the Summary Compensation Table on page 39)46) and by all executive officers and directors of the Company as a group. Except as otherwise noted, the individuals listed in the table below have the sole power to vote or transfer the shares reflected in the table.

Name of Beneficial Owner​​
Amount and
Nature of
Beneficial
Ownership
​​
Percent of
Class
​
Nancy A. Altobello​​​​6,876(1)​​​​​*​​
Lance E. D’Amico​​​​515,500(2)​​​​​*​​
William Doherty​​​​417,172(2)​​​​​*​​
David P. Falck​​​​44,852(1)​​​​​*​​
Edward G. Jepsen​​​​491,776(1)​​​​​*​​
Craig A. Lampo​​​​1,674,000(3)​​​​​*​​
Rita S. Lane​​​​9,878(1)​​​​​*​​
Robert A. Livingston​​​​61,495(1)​​​​​*​​
Martin H. Loeffler​​​​666,822(1)​​​​​*​​
R. Adam Norwitt​​​​5,118,742(4)​​​​​*​​
Prahlad Singh​​​​3,143(1)​​​​​*​​
Luc Walter​​​​885,812(2)​​​​​*​​
Anne Clarke Wolff​​​​18,032(1)​​​​​*​​
All executive officers and directors of the Company as a group
(15 persons)		​​​​10,950,100​​​​​1.8%​​
​
Name of Beneficial Owner
 Amount and
Nature of
Beneficial
Ownership		 Percent of
Class		 

Martin Booker

     954,000(1)       * 

Stanley L. Clark

  

     74,614(2)(3)

  
*		 

John D. Craig

  

     13,714(2)     

  
*		 

William Doherty

  

   429,600(1)     

  
*		 

David P. Falck

  

     37,410(2)     

  
*		 

Yaobin Gu

  

   780,400(1)     

  
*		 

Edward G. Jepsen

  

   484,334(2)     

  
*		 

Craig A. Lampo

  

1,575,800(1)     

  
*		 

Rita S. Lane

  

       2,436(2)     

  
*		 

Robert A. Livingston

  

     22,214(2)     

  
*		 

Martin H. Loeffler

  

   951,666(2)     

  
*		 

R. Adam Norwitt

  

6,566,326(4)     

  
1.1
%

Anne Clarke Wolff

  

     10,590(2)     

  
*		 

All executive officers and directors of the Company as a group (18 persons)

  

14,885,716          

  
2.5
%
*
*
Less than one percent.

​
(1)

The share ownership amounts in this table include 1,456,800, 429,600, 952,8004,501, 42,477, 489,401, 7,503, 59,120, 768 and 778,400 shares, which are not owned by Messrs. Lampo, Doherty, Booker and Gu, respectively, but which would be issuable upon the exercise of stock options pursuant to the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries and/or the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries which are exercisable or would be exercisable within 60 days of April 1, 2021. With respect to Mr. Lampo, this table also includes 119,000 shares, of which 101,274 shares are held directly and 17,726 shares are held in trusts over which he has sole voting power. This table also includes 1,200 shares owned directly by Mr. Booker's spouse and 2,000 shares held directly by Mr. Gu.

(2)
The share ownership amounts in this table include 71,066, 10,166, 33,862, 480,786, 18,666 and 7,042,15,657 shares, which are owned directly by Messrs. Clark, Craig,the following directors: Altobello, Falck, Jepsen, Lane, Livingston, Singh and Ms. Wolff, respectively; and 948,118664,447 shares which are held in trusts over which Mr. Loeffler has sole voting power. Of the 10,166 shares owned by Mr. Craig reflected in this table, 328 are owned by his spouse. This table also includes 3,5482,375 shares of restrictedphantom stock owned by each of Messrs. Clark, Craig, Falck, Jepsen, Livingston, Loeffler and Ms. Wolff, and 2,436 shares of restricted stock owned by Ms. Lane,the directors, all of which vest within 60 days of April 1, 2021.
March 18, 2024.

​

Table

(2)
The share ownership amounts include 25,700 and 198,640 shares owned directly by Messrs. D’Amico and Walter, respectively. The share ownership amounts also include 489,800, 417,172 and 687,172 shares, which are not owned by Messrs. D’Amico, Doherty and Walter, respectively, but which would be issuable upon the exercise of Contents

stock options which are exercisable or would be exercisable within 60 days of March 18, 2024.
​
(3)

The share ownership amounts for Mr. Clark reflected in this table do notLampo include any179,000 shares of the Company's Common Stock (of which may be issued pursuant to the Amphenol Corporation Directors' Deferred Compensation Plan (the "Directors' Deferred Compensation Plan") described under the caption "Director Compensation for the 2020 Fiscal Year" beginning on page 18. Mr. Clark was appointed to the Board on January 27, 2005 and the cumulative balance in his Directors' Deferred Compensation Plan account as of April 1, 2021, including credit for dividends, is 35,791 unit shares. Commencing with the fourth quarter 2009, Mr. Clark elected to receive his quarterly director's fees in cash in lieu of shares. As long as the election to receive quarterly director's fees in cash in lieu of147,045 shares continues, the cumulative balance in Mr. Clark's Director's Deferred Compensation Plan account will only increase by the number of shares credited for dividends.

(4)
The share ownership amounts for Mr. Norwitt in this table include 482,424 sharesare owned directly by Mr. Norwitt, 467,902Lampo and 31,955 shares which are held in trusts over which he has sole voting powerpower) and 5,616,0001,495,000 shares not owned by Mr. Lampo but which would be issuable upon the exercise of stock options which are exercisable or would be exercisable within 60 days of March 18, 2024.
​
(4)
The share ownership amounts for Mr. Norwitt include 1,435,326 shares of Common Stock (of which 969,408 shares are owned directly by Mr. Norwitt and 465,918 shares are held in trusts over which he has sole voting power) and 3,683,416 shares which are not owned by Mr. Norwitt but which would be issuable upon the exercise of stock options pursuant to the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries and the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, which are exercisable or would be exercisable within 60 days of April 1, 2021.March 18, 2024.

​

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DELINQUENT SECTION 16(A) REPORTS

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that the Company's executive officers and directors, and any persons who own more than 10% of the Common Stock, file reports of initial ownership of the Company's Common Stock and subsequent changes in that ownership with the Securities and Exchange Commission ("SEC") and furnish the Company with copies of all forms they file pursuant to Section 16(a). As a practical matter, the Company seeks to assist its directors and officers by monitoring transactions and completing and filing reports on their behalf.

        Based solely upon a review of the filings with the SEC and written representations from directors and executive officers that no other reports were required, the Company believes that all executive officers and directors of the Company filed all required reports on a timely basis with respect to 2020, except that on June 3, 2020 a Form 4 was filed with the SEC reporting gifts by Luc Walter of 10,000 shares in the aggregate of Common Stock which were inadvertently not previously reported in 2019 and 2020.



PROPOSAL 1. ELECTION OF NINE DIRECTORS

The Restated Certificate of Incorporation and the By-Laws of the Company, taken together, provide for a Board consisting of not less than three or more than 15 directors. Currently, the number of directors of the Company is nine.

Our directors are elected annually. Accordingly, action will be taken at the Annual Meeting for the re-election of nine directors: Stanley L. Clark, John D. Craig,Nancy A. Altobello, David P. Falck, Edward G. Jepsen, Rita S. Lane, Robert A. Livingston, Martin H. Loeffler, R. Adam Norwitt, Prahlad Singh and Anne Clarke Wolff for a term of one year that will expire at the 20222025 Annual Meeting.

In accordance with our By-Laws, directors are elected by a majority of the votes cast. That means the nominees will be elected if the number of votes cast “for” a director’s election exceeds the number of votes cast “against” such nominee. Our form of proxy permits you to abstain from voting “for” or “against” a particular nominee. Abstentions will count as being present for purposes of determining a quorum and will not count as a vote cast and so will have no effect on the election of directors. Broker non-votes will not count as votes cast and will have no effect on the elections of directors.
In the event that, any nominee fails to receive the required vote for re-election, the Nominating/Corporate Governance Committee of the Board must then consider whether to accept the director’s resignation, previously tendered in accordance with the Company’s Corporate Governance Principles, and make a recommendation to the Board. The Board will then consider the resignation, and within 90 days after the date of certification of the election results or any extension of such period, publicly disclose its decision and the reasons for its decision.
It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election of each director nominee, except in cases of proxies bearing contrary instructions. In the event that any of these nominees should become unavailable for election for any presently unforeseen reason, the persons named in the proxy will have the right to use their discretion to vote for a substitute.

Information regarding each director nominee including individual experience, qualifications, attributes and skills that led the Board to conclude that the director should serve on the Board is set forth below.in the biographical descriptions on the following pages and in the table on page 17 under the heading Board of Directors Summary Information. The Company'sCompany’s goal is to assemble a Board that works together and with management to deliver long-term shareholder value. The Company believes that the nominees and directors set forth below, each of whom is currently a director of the Company, possess the skills and experience necessary to guide the


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Company in the best interests of its stockholders. The Company'sCompany’s current Board consists of individuals with proven records of success in their chosen professions and with the Company. They all have high integrity and keen intellect. They are collegial yet independent in their thinking, and have demonstrated the willingness to make the time commitment necessary to be informed about the Company and its relevant industry, including its customers, suppliers, competitors, stockholders and management. Members of the Board also have extensive experience in leadership, the management of public companies, risk assessment and management, accounting and finance, capital markets, sustainability, mergers and acquisitions, supply chain, technology and global business practices and operations.

The following information details offices heldthe professional experience and other business directorships of public companies during at least the past five years offor each of the proposed director nominees. Beneficial ownership of equity securities of the current directors and the proposed director nominees is shown under the caption Security Ownership of ManagementDirectors and Executive Officers on page 5.

4.


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DIRECTOR NOMINEES

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DIRECTOR NOMINEES
Martin H. Loeffler, PhD — Chairman of the Board​

Stanley L. Clark

​		​​AGE: 79​​AMPHENOL
COMMITTEES		​​OTHER PUBLIC
DIRECTORSHIPS		​
[MISSING IMAGE: ph_martinhloeffler-4c.jpg]
​​
Director Since
1987
​​None​​None​
​​
Mr. Clark, age 77, hasLoeffler had been a Director since 2005. Mr. Clark isan employee of the former Lead Trustee and Senior AdvisorCompany for 37 years when he retired in December 2010. He was executive chair of Goodrich, LLC, where he also served as chief executive officer and trusteethe Company from 2001 until 2014. This role has provided him excellent insight into a broad range of markets and investment perspectives as well as financial analysis. He gained significant experience in general management of a complex manufacturing organization as2009 to 2010, chief executive officer of Simplex Time Recorderthe Company from 1998 to 2001 and director from 1996 to 2001, chief operating officer2008 and president of the Company from 19961987 to 1998 and group vice president from 1994 to 1996.2007. Prior to working at Simplex Time Recorder Company,assuming the position of president, he held various positionsoversaw the Company’s international operations, and prior to that served in general management and operations roles in several European countries. He has a technology background with Raytheon Company over a period of 17 years, including service as the corporate group vice president for the commercial electronics groupPhD in physics and experience as a director of New Japan Radio Company, a joint venture between Raytheon Company and Japan Radio. Mr. Clark also served four yearsresearcher in the United States Navy.field of semiconductors.
Mr. Loeffler is of Austrian origin. He brings tohas residence, work and cultural experience in many European countries. He earned his BS and PhD from the Board international experience as well as an understandingUniversity of the aerospace and defense industry, important markets for the Company. Mr. Clark is Chairman of the Compensation Committee and is a member of the Nominating/Corporate Governance Committee and the Pension Committee.Innsbruck, Austria.
​

John D. Craig

PARTICULAR IMPACT		​

Mr. Craig, age 69, has been a Director since 2017. Mr. Craig served as the Chief Executive Officer of EnerSys from 2000 to 2016 and also served as its President from 2000 to 2014. From 1998 to 2000, Mr. Craig served as the president and chief operating officer of Yuasa Inc., the predecessor company to EnerSys. He joined Yuasa in 1994 as its vice president of operations and was promoted to executive vice president of operations in 1995. In 2000, he led the management buy-out of the Americas industrial battery business from Yuasa Corporation of Japan, which resultedLoeffler’s extensive experience in the creation of EnerSys. From 1994 until his retirement, Mr. Craig oversaw the acquisitioninterconnect industry and integration of 39 companies in all regions of the world. He led the IPO of EnerSys in 2004. Mr. Craig began his professional career as an engineermore than 50-year association with Whirlpool Corporation in 1977. He served as the chairman of EnerSys from 2000 until 2016 and served as its director from 2000 to 2016. Mr. Craig brings to the Board his extensive experience leading a global manufacturing company,Amphenol, together with his deep exposureleadership, international experience, technology background and close association with the culture of Amphenol are of tremendous value to many of the Company's end markets as well as a well-developed expertise in mergersBoard.

​
SKILLS AND QUALIFICATIONS​​​​
•
Audit and acquisitions. Mr. Craig is Chairman of the Executive CommitteeFinance
​
​​
•
Business Development and is a member of the Compensation Committee and the Pension Committee.

Strategy
​
​
•
Capital Markets
​
​​
•
Corporate Governance/Compliance
​
​
•
Institutional Knowledge
​
​​
•
International
​
​
•
Manufacturing
​
​​
•
Mergers & Acquisitions
​
​
•
Risk Oversight
​
​​
•
Supply Chain
​
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•
Talent Development
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​​
•
Technology
​
​


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6
TABLE OF CONTENTS

David P. Falck

 — Presiding Director		​
​

Mr. Falck, age 68, has been a ​

​AGE: 71​​AMPHENOL
COMMITTEES		​​OTHER PUBLIC
DIRECTORSHIPS		​
[MISSING IMAGE: ph_davidpfalck-4c.jpg]
​​
Director since 2013. Since
2013
​​Audit Committee
Compensation Committee
Nominating/Corporate
Governance Committee (Chair)		​​None​
​​
Mr. Falck has more than 40 years of experience as a legal advisor to public and private companies. From 2009 to 2017, Mr. Falck was Executive Vice President and General Counsel of Pinnacle West Capital Corporation and its primary subsidiary, Arizona Public Service Company, where he had responsibility for the company'scompany’s legal affairs and corporate secretary functions.functions, while also serving on the executive risk and strategy committees. He continued as Executive Vice President, Law, from 2017 through April 2018. From 2007 to 2009, he was senior vice president, law for New Jersey-based Public Service Enterprise Group Inc. and served as a member of its executive group. From 1987 to 2007, Mr. Falck was an attorney, a partner inand served on the New York officemanaging board of Pillsbury Winthrop Shaw Pittman LLP where heLLP. Mr. Falck provided strategic advice for a range of clients in the manufacturing, energy and telecommunications industries in the U.S. and abroad, including the Company. His well-developedHe has advised public company boards on a broad range of corporate governance matters. In his practice, he also advised on mergers and acquisitions both domestically and internationally.
Mr. Falck also serves on the non-profit boards of Exeter Health Resources, Inc. and Exeter Hospital.
He earned his BA magna cum laude, Phi Beta Kappa from Colgate University and his JD summa cum laude, Order of the Coif from Washington & Lee University School of Law.
​
PARTICULAR IMPACT​
Mr. Falck brings to the Board decades of legal and financial acumen, bring great value to the Company, in particular with respect to corporate governance, mergers and acquisitions, financing, compliance and legal matters. Mr. Falck​
SKILLS AND QUALIFICATIONS​
•
Audit and Finance
​
​​
•
Business Development and Strategy
​
​
•
Capital Markets
​
​​
•
Corporate Governance/Compliance
​
​
•
Environmental
​
​​
•
International
​
​
•
Mergers & Acquisitions
​
​​
•
Risk Oversight
​
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•
Talent Development
​
​​​

7
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Nancy A. Altobello​
​​​AGE: 66​​AMPHENOL
COMMITTEES		​​OTHER PUBLIC
DIRECTORSHIPS		​
[MISSING IMAGE: ph_nancyaaltobello-4c.jpg]
​​
Director Since
2021
​​
Audit Committee (Chair)
Compensation Committee
​​
Current:
MarketAxess Holdings Inc.
Wex Inc.
In the past:
CA Technologies, Inc.
Cornerstone OnDemand, Inc.
MTS Systems Corporation
​
​​
Ms. Altobello was Global Vice Chair, Talent of Ernst & Young (“EY”), where she was responsible for the firm’s global talent and people strategy from July 2014 to June 2018. Prior to that, Ms. Altobello held a number of senior positions at EY, including Americas Vice Chair, Talent; Managing Partner, Northeast Region Audit and Advisory Practices; and Managing Partner, North American Audit Practice. During her time at EY, she also served as the audit partner for a number of leading global, publicly traded corporations. Ms. Altobello is Chairmanalso a Certified Public Accountant and a member of the Nominating/American Institute of Certified Public Accountants. At MarketAxess Holdings Inc. Ms. Altobello is the Lead Independent Director and a member of the Nominating and Corporate Governance Committee and Compensation and Talent Committee, and at Wex Inc. she is the chair of the Corporate Governance Committee and a member of the Audit CommitteeLeadership Development and the Compensation Committee. Mr. FalckMs. Altobello was on the board at MTS Systems Corporation at the time it was acquired by the Company.
Ms. Altobello also serves ason the Board's Presiding Director.

boards of Fidelity Charitable, National Mentor Partnership, and Fairfield University, all not for profit organizations.
Ms. Altobello earned her BS in accounting, with honors, from Fairfield University. She has attended numerous executive leadership programs including at Harvard Business School and Northwestern University. She has earned a certificate in Board Excellence from Harvard Business School and a certificate in Climate Change from Diligent.
​

PARTICULAR IMPACT

​
Ms. Altobello’s strength in attracting, training and retaining top talent combined with her experience as an audit partner to large global publicly traded corporations provide important perspective and depth to the Board.​
SKILLS AND QUALIFICATIONS​
•
Audit and Finance
​
​​
•
Business Development and Strategy
​
​
•
Capital Markets
​
​​
•
Corporate Governance/Compliance
​
​
•
Environmental
​
​​
•
International
​
​
•
Mergers & Acquisitions
​
​​
•
Risk Oversight
​
​
•
Talent Development
​
​​​

8
TABLE OF CONTENTS

Edward G. Jepsen

​
​

​

​AGE: 80​​AMPHENOL
COMMITTEES		​​OTHER PUBLIC
DIRECTORSHIPS		​
[MISSING IMAGE: ph_edwardgjepsen-4c.jpg]
​​
Director Since
2005
(also 1989 to 1997)
​​Audit Committee
Executive Committee
Finance Committee		​​In the past:
ITC Holdings Corp.		​
​​
Mr. Jepsen age 77, has been a Director since 2005. Mr. Jepsen also served as a Directorwas executive vice president and chief financial officer of the Company from 1989 through 1997.2004. Subsequently, he was employed as a non-executive Advisor to the Company from 2005 through his retirement in 2006. Mr. Jepsen has beenwas Chairman and Chief Executive Officer of Coburn Technologies, Inc., a manufacturer and marketer of lens processing systems and equipment for the ophthalmic industry, sincefrom December 2010. Mr. Jepsen was employed as a non-executive Advisor2010 to the Company from 2005 through his retirement in 2006. He was executive vice president and chief financial officer of the Company from 1989 through 2004. During his time as chief financial officer ofNovember 2022. Prior to joining the Company, Mr. Jepsen gainedwas a partner at PricewaterhouseCoopers LLP.
Mr. Jepsen earned his BA in accounting from Antioch College and an MBA from the Harvard Business School. He is a Certified Public Accountant.
​
PARTICULAR IMPACT​
Mr. Jepsen has a deep familiarity with the operations, markets, technologies and other business matters of the Company and in particular a comprehensive understanding of the Company related to accounting, auditing and controls. In addition, Mr. Jepsen brings to the Boardwhile also bringing significant experience in public accounting and auditing acquired as a partner at PricewaterhouseCoopers LLP prior to joining the Company. Mr. Jepsen is Chairman of the Audit Committee and is a member of the Executive Committee and the Pension Committee. In the past five years, but not currently, Mr. Jepsen also served as a director and chairman of the audit and finance committee and member of the nominating/corporate governance committee of ITC Holdings Corp.

auditing.		​

SKILLS AND QUALIFICATIONS

​
•
Audit and Finance
​
​​
•
Business Development and Strategy
​
​
•
Capital Markets
​
​​
•
Corporate Governance/Compliance
​
​
•
Institutional Knowledge
​
​​
•
International
​
​
•
Manufacturing
​
​​
•
Mergers & Acquisitions
​
​
•
Risk Oversight
​
​​
•
Supply Chain
​
​
•
Talent Development
​
​​
•
Technology
​
​

9
TABLE OF CONTENTS

Rita S. Lane

​
​

Ms. Lane, age 58, has been a ​

​AGE: 61​​AMPHENOL
COMMITTEES		​​OTHER PUBLIC
DIRECTORSHIPS		​
[MISSING IMAGE: ph_ritaslane-4c.jpg]
​​
Director since 2020. Since
2020
​​
Executive Committee (Chair)
Finance Committee
Nominating/Corporate Governance Committee
​​
Current:
L3Harris Technologies, Inc.
Signify N.V.
In the past:
Sanmina Corporation
​
​​
Ms. Lane retired from Apple Inc. in 2014 where she had served as Vice President of Operations and oversaw the launch of the iPad®iPad® and manufacturing of the Mac®Mac® Desktop & Accessories product lines. From 2006 until 2008, Ms. Lane was Senior Vice President Integrated Supply Chain / Chief Procurement Officer at Motorola, Inc. Prior to working at Motorola, Ms. Lane held various senior-level operations roles at IBM for more than 10 years. Ms. Lane also served for five years as a Captain in the United States Air Force. She is a director of L3Harris Technologies, Inc., Sanmina Corporation and Signify B.V.N.V. At L3Harris, Ms. Lane bringsis a member of the Ad Hoc Business Review, Innovation and Cyber, and Nominating and Governance Committees, and at Signify, she is a member of the Nominating & Governance Committee and the Digital Committee.
In addition to her public directorships, she currently serves on the Boardprivate board of Alkegen and as a member of the Policy and Global Affairs Committee at the National Academy of Sciences. She has previously served on the Purdue University Electrical & Computer Engineering Advisory Board.
Ms. Lane earned a BS degree in electrical engineering from the United States Air Force Academy, an MS in electrical engineering from Purdue University and an MBA from UC Berkeley. Purdue University has recognized her internationalas a distinguished electrical engineering alumni (2011) and as a distinguished engineering alumni (2014).
​
PARTICULAR IMPACT​
Ms. Lane’s deep technology background, together with her years of experience building andwith leading international global hardware operations including supply chains provide the Board with unique and supply chain teams for Fortune 100 companies.

valuable insights.		​
SKILLS AND QUALIFICATIONS​
•
Business Development and Strategy
​
​​
•
Corporate Governance/Compliance
​
​
•
Environmental
​
​​
•
International
​
​
•
Manufacturing
​
​​
•
Risk Oversight
​
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•
Supply Chain
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•
Talent Development
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•
Technology
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​​​​


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10
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Robert A. Livingston

​
​

Mr. Livingston, age 67, has been a ​

​AGE: 70​​AMPHENOL
COMMITTEES		​​OTHER PUBLIC
DIRECTORSHIPS		​
[MISSING IMAGE: ph_robertalivingston-4c.jpg]
​​
Director since 2018. Since
2018
​​Audit Committee
Compensation Committee (Chair)
Executive Committee		​​
Current:
RPM International Inc.
In the past:
Dover Corporation
​
​​
Mr. Livingston served as the President and Chief Executive Officer of Dover Corporation from 2008 through 2018 and also served as its Chief Operating Officer in 2008. From 2007 to 2008, Mr. Livingston served as the president and chief executive officer of Dover Engineered Systems, Inc,Inc., and served as the president and CEOchief executive officer of Dover Electronics, Inc. from 2004 to 2007. He also served as the president of Vectron International Inc. in 2004. Mr. Livingston also currently serves as director and member of the Compensation Committee and the Executive Committee of RPM International Inc.
In addition to his public board service, Mr. Livingston serves on the board of a private company, Spectrum Control, as well as the non-profit Museum of Science and Industry in Chicago. From 2014 to 2021 he served on the board of the Chicago Council of Global Affairs.
Mr. Livingston earned his BS degree in Business Administration from Salisbury University.
​
PARTICULAR IMPACT​
Mr. Livingston brings to the Board among other things, a successful track record leading a large, publicly-traded U.S. multi-national industrial company, together with his extensive experience in manufacturing, mergers and acquisitions and finance. Mr. Livingston is a member of the Audit Committee, the Compensation Committee and the Executive Committee. Mr. Livingston also currently serves as Director and member of the compensation committee and the executive committee of RPM International Inc. In the past five years, but not currently, Mr. Livingston served as director of Dover Corporation.

​

Martin H. Loeffler

SKILLS AND QUALIFICATIONS

Mr. Loeffler, age 76, has been a Director since 1987 and Chairman of the Board since 1997. He had been an employee of the Company for 37 years when he retired in December 2010. He was executive chairman of the Company from 2009 to 2010, chief executive officer of the Company from 1996 to 2008 and president of the Company from 1987 to 2007. Prior to assuming the position of president, he oversaw the Company's international operations, and prior to that served in general management and operations roles in several European countries. He has a technology background with a PhD in physics and experience as a researcher in the field of semiconductors. His leadership, market knowledge, technology background, international and other business experience are of tremendous value to the Company.

​

•
Audit and Finance
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​​
•
Business Development and Strategy
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•
Capital Markets
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•
Corporate Governance/Compliance
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•
International
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•
Manufacturing
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•
Mergers & Acquisitions
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•
Risk Oversight
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•
Supply Chain
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•
Talent Development
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•
Technology
​
​​​​

11
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R. Adam Norwitt

​
​

​

​AGE: 54​​AMPHENOL
COMMITTEES		​​OTHER PUBLIC
DIRECTORSHIPS		​
[MISSING IMAGE: ph_radamnorwitt-4c.jpg]
​​
Director Since
2009
​​None​​None​
​​
Mr. Norwitt age 51, has been a Director since 2009, and an employee of the Company or its subsidiaries for approximately 2225 years. He has been President since 2007 and Chief Executive Officer since 2009. Mr. Norwitt was chief operating officer of the Company from 2007 through 2008. He was senior vice president and group general manager, worldwide RF and microwave products divisionbusiness of the Company during 2006 and vice president and group general manager, worldwide RF and microwave products divisiongroup of the Company from 2004 until 2006. Prior thereto, Mr. Norwitt served as group general manager, general manager and business development manager with various operating groups in the Company, including approximately five years resident in Asia. Prior to joining the Company, Mr. Norwitt has a juris doctor degree and trained aswas a corporate lawyer prior to joiningat Gibson, Dunn & Crutcher LLP. Mr. Norwitt does not serve on the Company.board of any other public company.
Mr. Norwitt graduated with a BS degree in International Politics from the Georgetown University School of Foreign Service. He also hasearned a JD from the University of Michigan Law School and an MBA degree.from INSEAD. He has studied in the United States, Taiwan, China and France. HisFrance, and is fluent in French and Chinese.
​
PARTICULAR IMPACT​
Mr. Norwitt has been our chief executive officer for more than 15 years, with a broad array of prior experience within our Company. He brings to the Board vision, leadership, market and technology knowledge, merger and acquisition experience, international exposure and otherknowledge of the day-to-day businesses, operating model and culture of the Company.​
SKILLS AND QUALIFICATIONS​
•
Audit and Finance
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•
Business Development and Strategy
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•
Capital Markets
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•
Corporate Governance/Compliance
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•
Environmental
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Institutional Knowledge
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•
International
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Manufacturing
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•
Mergers & Acquisitions
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Risk Oversight
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Supply Chain
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Talent Development
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•
Technology
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​​​​

12
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Prahlad Singh, PhD​
​​​AGE: 59​​AMPHENOL
COMMITTEES		​​OTHER PUBLIC
DIRECTORSHIPS		​
[MISSING IMAGE: ph_prahladsingh-4c.jpg]
​​
Director Since
2023
​​None​​Revvity, Inc.​
​​
Mr. Singh is currently the President and Chief Executive Officer of Revvity, Inc. (which was previously affiliated with PerkinElmer, Inc.). He was promoted to President and Chief Executive Officer effective December 30, 2019 and was appointed to its Board of Directors in August 2019. Prior to his current role, he held various senior executive operating positions within PerkinElmer. Prior to joining PerkinElmer in 2014, Mr. Singh was a General Manager at GE Healthcare, and before that, Mr. Singh held senior executive level roles in strategy, business development and mergers & acquisitions at both GE Healthcare and Philips Healthcare. Earlier in his career, he held leadership roles of increasing responsibility at DuPont Pharmaceuticals and subsequently at Bristol-Myers Squibb Medical Imaging, which included managing the Asia Pacific and Middle East regions.
In addition to his public board service, Mr. Singh also serves on the Board of the Analytical, Life Science & Diagnostics Association.
Mr. Singh holds a degree from Wilson College, Mumbai, India and a PhD in chemistry from the University of Missouri-Columbia and an MBA from Northeastern University. His research work has resulted in several issued patents and publications in peer reviewed journals.
​
PARTICULAR IMPACT​
Mr. Singh brings to the Board strong business, operational and merger and acquisition experience with global technology companies including his more than 12 years as our chief executive officer are of significant value to the Company.

a publicly traded company.		​
SKILLS AND QUALIFICATIONS​
•
Business Development and Strategy
​
​​
•
Capital Markets
​
​
•
International
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•
Manufacturing
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•
Mergers & Acquisitions
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•
Risk Oversight
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•
Supply Chain
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•
Talent Development
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•
Technology
​
​​​​


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13
TABLE OF CONTENTS

Anne Clarke Wolff

​
​

​

​AGE: 58​​AMPHENOL
COMMITTEES		​​OTHER PUBLIC
DIRECTORSHIPS		​
[MISSING IMAGE: ph_anneclarkewolff-4c.jpg]
​​
Director Since
2018
​​Audit Committee
Finance Committee (Chair)
Nominating/Corporate Governance Committee		​​None​
​​
Ms. Wolff age 55, has beenis the Founder and Chief Executive Officer of Independence Point Advisors, a Director since 2018.women- and minority-owned investment bank and advisory services firm formed in 2021. Previously, Ms. Wolff was a Managing Director at Bank of America from 2011 until 2020 and was most recentlyduring which time she served as Chairman, Global Corporate and Investment Banking.Banking and Head of Global Corporate Banking and Leasing. Prior to that, from 2009 to 2011, Ms. Wolff held senior positions at JP Morgan Chase & Company and from 1998 to 2009 at Citigroup. Ms. Wolff began her career at Salomon Brothers, where she held positions of increasing responsibility from 1989 to 1998.
Ms. Wolff earned a BA degree from Colby College, where she was also previously Vice Chairman of the Board of Trustees. She has significant experience with global issues acquired through her work with a broad arrayan MBA from Northwestern University—Kellogg School of international clients together with her oversight of an extensive global organization. HerManagement.
​
IMPACT​
Ms. Wolff brings to the Board deep experience in banking and corporate finance, in particular with respect to all aspects of capital structure and deployment, including mergers and acquisitions, is extremely valuable to the Company. Ms. Wolff is Chairman of the Pension Committeeinvestor relations, treasury and a member of the capital allocation strategy.​
SKILLS AND QUALIFICATIONS​
•
Audit Committee and the Nominating/Corporate Governance Committee.

Finance
​
​​
•
Business Development and Strategy
​
​
•
Capital Markets
​
​​
•
Environmental
​
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•
International
​
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•
Mergers & Acquisitions
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•
Risk Oversight
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•
Talent Development
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.



14
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Table​


Board at a Glance
[MISSING IMAGE: pc_boardataglance-4c.jpg]
*
Board Diversity is calculated based on the number of Contentsdirectors who are women, identify as LGBTQ+, or are racially/​ethnically diverse (which includes individuals who are African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or two or more Races or Ethnicities).
​

15
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​​
​​


THE BOARD OF DIRECTORS AND THE COMMITTEES OF THE BOARD

Governance Principles

        Amphenol's

Amphenol’s Corporate Governance Principles meet or exceed the NYSE Listing Standards, of the New York Stock Exchange (the "NYSE Listing Standards"), including guidelines for determining director independence and reporting concerns to non-employee directors and the Audit Committee. The Company's most currentCompany’s Governance Principles, the Code of Business Conduct and Ethics and the Charterscharters of each of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance CommitteeBoard’s committees are reviewed at least annually and revised as warranted. Amphenol'sAmphenol’s Code of Business Conduct and Ethics applies to all employees, directors and officers of the Company and its subsidiaries.

The Company posts the following documents on its website at www.amphenol.com under the heading "Investors"“Investors”, then "Governance"“Governance”, and then "Governance Documents"“Governance Documents”:

Clawback Policy
Code of Business Conduct and Ethics

Corporate Governance Principles

Global Human Rights Policy

Political Activity Statement

Stock Ownership Guidelines—Directors

Stock Ownership Guidelines—Executives

The Company posts the following charters for its boardBoard committees on its website at www.amphenol.com under the heading "Investors"“Investors”, then "Governance"“Governance”, then “Board of Directors” and then "Board of Directors"“Committee Charters”:

Audit Committee Charter

Compensation Committee Charter

Executive Committee Charter

Finance Committee Charter
Nominating/Corporate Governance Committee Charter
Pension Committee Charter

A printed copy of any of these documents will be provided to any stockholder of the Company free of charge upon written request to the Company, c/o Secretary, Amphenol Corporation, 358 Hall Avenue, Wallingford, Connecticut 06492.

Director Independence

The Board has adopted the definition of "independent director"“independent director” set forth in the NYSE Listing Standards to assist it in making determinations of independence. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independence determination.

        At the time, the Board considered Ms. Wolff's then role as Chairman Global Corporate and Investment Banking at Bank of America ("BofA") and the Company's current financial relationships with BofA, including BofA's role as a lender under the Company's revolving credit facility, participation as an underwriter on certain of the Company's debt offerings and provider of traditional banking services including cash management and trading, and determined that these relationships did not impair her independence. Ms. Wolff is no longer affiliated with BofA.

The Board has determined that all of the directors are independent of the Company and its management with the exception of Mr. Norwitt who is not considered an insideindependent director because of his current employment with the Company.

The Board also determined that Mr. Stanley L. Clark, who served as director until May 2023, is independent.

Leadership Structure

Mr. Loeffler is Chairman of the Board and Mr. Falck is the Board'sBoard’s Presiding Director. As Presiding Director, Mr. Falck has the authority to call, schedule and chair executive sessions of the independent directors. After each Board meeting and executive session the Chairman and Presiding Director


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communicate with the Chief Executive Officer to provide feedback and to effectuate the decisions and recommendations of the directors.

The Board of Directors has determined that at the present time, its current leadership structure, including a Presiding Director, a Chairman of the Board who retired from employment with the Company in 2010 after 37 years of service and a Chief Executive Officer who is an inside director, is appropriate and allows the Board to fulfill its duties effectively and efficiently based on the Company'sCompany’s current needs. The Presiding Director and independent Chairman of the Board provide a means for the Board to effectively operate independently

16
TABLE OF CONTENTS​

of the Company's management as necessary or desirable.Company’s management. This structure also allows the Board to draw upon the skills and extensive experience of a Chairman who can ensure that the other directors'directors’ attention is devoted to the issues of greatest importance to the Company and its stockholders, while permitting the Chief Executive Officer to continue to set the strategic direction and drive the ongoing business operations and finances of the Company, all in consultation with the Board of Directors.

Board of Directors Summary Information

The following table sets forth basic information about the current structure of theexperience, skills and backgrounds that our Board including summary information for the nominees to the Board.





Committee Memberships

Name
Director
Tenure
Independent
Audit Committee
Compensation
Committee
Executive
Committee
Nominating/
Corporate
Governance
Committee
Pension
Committee
Current Service
on Other
Public Company
Boards
​​​ ​​ ​​​​ ​​ ​​​​ ​​ ​​
Martin H. Loeffler
(Chairman)		Since 1987X
​​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​
Stanley L. Clark
Since 2005XChairXX
​​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​​
John D. Craig
Since 2017XXChairX
​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​
David P. Falck
(Presiding Director)		Since 2013XXXChair
​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​
Edward G. Jepsen
1989-1997
Since 2005		XChair *XX
​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​
Rita S. Lane
Since 2020XL3Harris Technologies Sanmina Corporation Signify N.V.
​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​
Robert A. Livingston
Since 2018XX*XXRPM International Inc.
​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​
R. Adam Norwitt
Since 2009
​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​
Anne Clarke Wolff
Since 2018XX*XChair
​ ​​ ​​​​ ​​ ​​​​ ​​ ​​​​
*
Financial Expert

Committees

        The Board has five standing committees: the Audit Committee, the Compensation Committee, the Executive Committee, the Pension Committee and the Nominating/Corporate Governance Committee. The Board has determined that all the members of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee are independent and satisfy the relevant SEC and


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the New York Stock Exchange independence requirements for the members of such committees. The Board has determined that all members of the Executive Committee and the Pension Committee are independent.


        Audit Committee.     The Audit Committee operates under a written charter adopted by the Board. As described more fullyconsidered important in its charter, the principal oversight duties of the Audit Committee include the following: (1) review reports on the evaluation of the Company's internal controlsdecision to re-nominate those individuals to our Board. Except for financial reporting and the Company's annual audited and quarterly unaudited financial statements and related disclosures therein under "Management's Discussion and Analysis of Financial Condition and Results of Operations"; (2) review the Company's earnings press releases; (3) select, engage, evaluate and replace, if deemed necessary, the independent auditors and approve all audit engagement fees and terms and pre-approve all permissible tax and other non-audit services; (4) review the qualifications, performance and independence of the Company's independent auditors; (5) review and approve the scope of the annual audit of the Company's financial statements; (6) review the scope and coverage of the Company's internal audit plan; (7) review the results of internal audits and the procedures for maintaining internal controls; (8) review the integrity of the Company's financial reporting processes and the selection and quality of the Company's accounting principles; (9) review critical accounting principles and practices and applicable legal and regulatory standards and principles and their effect on the financial statements of the Company; (10) review significant audit issuesthose directors identified by the Company's internal audit function or the Company's independent auditors and the Company's responses thereto; (11) review accounting adjustments noted or proposed by the Company's independent auditors, reports on the Company's internal controls, and material written communications with the independent auditors; (12) review and discuss the Company's guidelines and policies for risk assessment and management; (13) assist the Board in fulfilling its responsibility for oversight of cybersecurity-related matters; (14) establish Company hiring policies for employees of the Company's independent auditors; (15) establish procedures for the receipt, retention and treatment of employee concerns regarding questionable accounting or auditing matters; and (16) sustain a constructive dialogue with the independent auditors about significant matters relevant to the audit of the financial statements of the Company and of internal control over financial reporting, including communications regarding critical audit matters expected to be described in the auditor's report. See also Report of the Audit Committee on page 24. The Audit Committee conductsas an annual performance self-evaluation, the results of which it reports to the Board. The members of the Audit Committee are David P. Falck, Edward G. Jepsen (Chairman), Robert A. Livingston and Anne Clarke Wolff, each of whom is an independent director as defined under the NYSE Listing Standards. The Board of Directors has determined that Messrs. Jepsen and Livingston and Ms. Wolff are audit“audit committee financial experts expert” ​(as defined by the applicable rules of the SEC and the NYSE Listing Standards, andStandards) elsewhere in this proxy statement, the fact that each of the members of the Audit Committee is sufficiently proficient in reading and understanding the Company's financial statementsa nominee has an “●“ marked next to serve on the Audit Committee.


        Compensation Committee.     The Compensation Committee establishes the principles related to the compensation programs of the Company. It approves compensation guidelines, reviews the role and performance of executive officers and key management employees of the Company and its subsidiaries, approves the base compensation, incentive plan target and award and the allocation of stock option awards, if any, for the Chief Executive Officer and reviews and approves the recommendations of the Chief Executive Officer for base compensation and adjustments in base compensation, incentive plan targets and allocations and stock option awards, if any, for the direct reports to the Chief Executive Officer as well as the Company's other top 20 most highly compensated employees. See also the Compensation Discussion and Analysis on page 27 and the Compensation Committee Report on page 38. The Compensation Committee also oversees the compensation of the Board. The Compensation Committee has the authority to retain and solicit the advice of compensation advisors. The Compensation Committee conducts an annual performance self-evaluation, the results of which it reports to the Board. The members of the Compensation Committee are Stanley L. Clark (Chairman), John D. Craig, David P. Falck, and Robert A. Livingston.


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        Executive Committee.     The Executive Committee is empowered to exercise the powers and authority of the Board during the intervals between meetings of the Board. Notwithstanding the foregoing, the Executive Committee does not have power or authority to: (1) approve any transactions or expenditures in an amount exceeding $50 million; (2) amend the Company's Charter or Bylaws; (3) adopt an agreement or plan of merger, share exchange, or consolidation to which the Company is a party; (4) recommend to the stockholders any action that requires stockholder approval including, but not limited to, (a) the sale, lease, or exchange of all or substantially all of the Company's property or assets or (b) a dissolution of the Company or a revocation of a dissolution of the Company; (5) remove any executive officer from his or her position, or appoint any new executive officer, (6) declarename for a dividend or authorizeparticular skill does not necessarily mean that the issuance of capital stock ofnominee is an “expert” in that area, but rather the Company; or (7) take any other action or exercise any authority prohibited by law ormark signifies that the Company's Charter or Bylaws. The Executive Committee meets as necessarynominee brings meaningful skills and all actions of the Committee are presentedexperience to the full Board at the next meeting of the Board. The Executive Committee conducts an annual performance self-evaluation, the results of which it reports to the Board. The members of the Executive Committee are John D. Craig (Chairman), Edward G. Jepsen and Robert A. Livingston.


        Nominating/Corporate Governance Committee.     The Nominating/Corporate Governance Committee's principal duties include the following: (1) assisting the Board in identifying appropriate individualsthat particular subject. Each director nominee is individually qualified to serve asmake unique, substantial and important contributions. Collectively, our directors’ diverse viewpoints and independent-mindedness enhance the quality and effectiveness of Board deliberations and decision making.

​​​​​​Nancy A.
Altobello		​​​David P.
Falck		​​​Edward G.
Jepsen		​​​Rita S.
Lane		​​​Robert A.
Livingston		​​​Martin H.
Loeffler		​​​R. Adam
Norwitt		​​​Prahlad
Singh		​​​Anne Clarke
Wolff		​​
​​Director Nominee​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​
​​Independent​​​●​​​●​​​●​​​●​​​●​​​●​​​​​​​●​​​●​​
​​Skills and Experience​​​​​​
​​
-
Audit and Finance
​
​​​●​​​●​​​●​​​​​​​●​​​●​​​●​​​​​​​●​​
​​
-
Business Development and Strategy
​
​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​
​​
-
Capital Markets
​
​​​●​​​●​​​●​​​​​​​●​​​●​​​●​​​●​​​●​​
​​
-
Corporate Governance/ Compliance
​
​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​​​​​​​​
​​
-
Environmental
​
​​​●​​​●​​​​​​​●​​​​​​​​​​​●​​​​​​​●​​
​​
-
Institutional Knowledge
​
​​​​​​​​​​​●​​​​​​​​​​​●​​​●​​​​​​​​​​
​​
-
International
​
​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​
​​
-
Manufacturing
​
​​​​​​​​​​​●​​​●​​​●​​​●​​​●​​​●​​​​​​
​​
-
Mergers & Acquisitions
​
​​​●​​​●​​​●​​​​​​​●​​​●​​​●​​​●​​​●​​
​​
-
Risk Oversight
​
​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​
​​
-
Supply Chain
​
​​​​​​​​​​​●​​​●​​​●​​​●​​​●​​​●​​​​​​
​​
-
Talent Development
​
​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​​●​​
​​
-
Technology
​
​​​​​​​​​​​●​​​●​​​●​​​●​​​●​​​●​​​​​​
​​Tenure​​​
Since
2021
​​​
Since
2013
​​​
1989-1997;
since 2005
​​​
Since
2020
​​​
Since
2018
​​​
Since
1987
​​​
Since
2009
​​​
Since
2023
​​​
Since
2018
​​
​​Age​​​66​​​71​​​80​​​61​​​70​​​79​​​54​​​59​​​58​​
​​Gender​​​F​​​M​​​M​​​F​​​M​​​M​​​M​​​M​​​F​​
​​Race/ethnicity​​​​​​
​​
-
White/Caucasian
​
​​​●​​​●​​​●​​​​​​​●​​​●​​​●​​​​​​​●​​
​​
-
Under-represented minority(1)
​
​​​​​​​​​​​​​​​●​​​​​​​​​​​​​​​●​​​​​​
​​Other Public Company Boards​​​
MarketAxess Holdings Inc.;
Wex Inc.
​​​​​​​​​​​L3Harris Technologies, Inc.; Signify N.V.​​​RPM International Inc.​​​​​​​​​​​Revvity, Inc.​​​​​​
(1)
Under-represented minority means Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or two or more Races or Ethnicities.
​
Three of our directors were born outside of the CompanyUnited States, and evaluating the qualifications of such individuals; (2) recommending to the Board for selection qualified candidates for all directorships to be filled by the Board or by the stockholders; (3) developing and recommending to the Board a set of corporate governance guidelines applicable to the Company; (4) overseeing and discussing,one identifies as necessary and appropriate, a plan for the continuity and development of senior management of the Company and (5) assisting the Board in fulfilling its oversight of relevant sustainability and corporate social responsibility policies, strategies and programs. The Nominating/Corporate Governance Committee conducts an annual performance self-evaluation, the results of which it reports to the Board. The Nominating/Corporate Governance Committee also oversees the annual evaluation of the Board. The members of the Nominating/Corporate Governance Committee are Stanley L. Clark, David P. Falck (Chairman) and Anne Clarke Wolff.

LGBTQ+.


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        Pension Committee.     The Pension Committee administers the Company's various defined contribution 401(k) plans and the U.S. pension plan (the "Pension Plan"—for more information on the Pension Plan, see the section entitled Pensions and Deferred Compensation beginning on page 44). The Pension Committee has oversight responsibility for funding and investments in the U.S. pension plan and consults with the Chief Financial Officer and the Treasurer of the Company at least annually and with the actuarial consultants and other advisors and the trustee and investment managers of the assets of the Company's U.S. pension plan as it deems necessary and appropriate. The Pension Committee reviews the liabilities, assets and investments of the Company's U.S. pension plan as a Committee at least semi-annually. It also ensures there is an appropriate selection of diverse investments for employees of the Company participating in the various defined contribution 401(k) plans. The Pension Committee conducts an annual performance self-evaluation, the results of which it reports to the Board. The members of the Pension Committee are Stanley L. Clark, John D. Craig, Edward G. Jepsen and Anne Clarke Wolff (Chairman).

​


Director Selection Process; Board Diversity

The Nominating/Corporate Governance Committee will consider candidates for Board membership suggested by its members and other Board members, as well as by management and stockholders. A stockholder may recommend any person for consideration as a nominee for director by writing to the Nominating/Corporate Governance Committee, c/o Secretary, Amphenol Corporation, 358 Hall Avenue, Wallingford, CT 06492. Recommendations must be received by December 31, 20212024 to be considered for inclusion in the proxy statement for the 20222025 Annual Meeting of Stockholders and must comply with the requirements in the Company's by-laws.Company’s By-Laws. Recommendations must include the name and address of the


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stockholder making the recommendation, a representation that the stockholder is a holder of record of Common Stock, biographical information about the individual recommended and any other information the stockholder believes would be helpful to the Nominating/Corporate Governance Committee in its evaluation of the individual being recommended by the stockholder as a nominee for director.

Potential candidates for the Board will be evaluated by the Nominating/Corporate Governance Committee on the basis of:

•

character, judgment, personal and professional ethics, integrity and values;

​
•

business, financial and/or other applicable experience;

​
•

familiarity with national and international issues affecting the Company'sCompany’s business;

​
•

depth of experience, skills and knowledge complementary to the Board and the Company'sCompany’s business; and

​
•

ability and willingness to devote sufficient time to effectively carry out the duties and responsibilities of a director of the Company.

​
The Board believes it functions most effectively when comprised of a diverse set of members, including a healthy mix of short-, mid- and long-serving members. To that end, the Board is committed to a policy of regular refreshment and has regularly engaged a reputable international search firm to identify appropriate candidates. During the last four years,Since early 2018, we have added fourfive new independent members to our Board, including John Craig, the retired Chief Executive Officer of Enersys, Anne Clarke Wolff, the former Chairman of Global Corporate and Investment Banking of Bank of America, Robert Livingston, the retired Chief Executive Officer of Dover Corporation and Rita Lane, the retired Vice President of Operations of Apple Inc.

Nancy Altobello and Prahlad Singh.

Our Board also believes that diversity includes diversity in terms of background, skills, age, experience and expertise, as well as gender, race, ethnicity and culture. To the extent used, search firms retained by the Nominating/Corporate Governance Committee to assist in identifying qualified candidates are specifically advised to include diverse candidates from traditional and non-traditional environments, including women and minoritiespeople of color (e.g., the "Rooney Rule"“Rooney Rule”). The Nominating/Corporate Governance Committee may also consider such other relevant factors as it deems appropriate. It will make a recommendation to the full Board as to any persons it believes should be nominated by the Board, and the Board will determine the nominees after considering the recommendation and report of the Nominating/Corporate Governance Committee. The process for considering candidates recommended by a stockholder for Board membership will be no different than the process for candidates recommended by members of the Nominating/Corporate Governance Committee, other members of the Board or management. In connection with the identification and appointment of Mr. Craig, Ms. Wolff, Mr. Livingston, and Ms. Lane and Mr. Singh, the Board engaged a reputable international search firm, and in each case considered a slate of diverse candidates. In the case of Ms. Altobello, the Board did not engage a search firm, but instead became aware of her in connection with the Company’s acquisition of MTS Systems Corporation, where she was already a board member. Of our nine current directors, one wasthree were born outside of the United States and one identifiestwo identify as either (i) an under-represented minorityminorities (Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or two or more Races or Ethnicities) or (ii). One identifies as LGBTQ+. TwoThree of our current directors are women.

Committees
The Board has five standing committees: the Audit Committee, the Compensation Committee, the Executive Committee, the Finance Committee and the Nominating/Corporate Governance Committee. On August 3, 2023, the Board dissolved the Pension Committee and formed the Finance Committee, with the

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responsibilities of the Pension Committee assumed by the Finance Committee. At the time of dissolution, the members of the Pension Committee were Anne Clarke Wolff (Chair), Rita S. Lane and Edward G. Jepsen, each of whom became members of the Finance Committee. The Board has determined that all the members of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee are independent and satisfy the relevant SEC and New York Stock Exchange independence requirements for the members of such committees. The Board also has determined that all members of the Executive Committee and the Finance Committee are independent.
The following table sets forth information about current committee memberships of the Board.
​​​​​​Current Committee Memberships​​
​​Name​​​Audit Committee​​​Compensation
Committee		​​​Executive
Committee		​​​Finance
Committee		​​​
Nominating/​
Corporate
Governance
Committee
​​
​​Nancy A. Altobello​​​Chair*​​​●​​​​​​​​​​​​​​
​​David P. Falck
(Presiding Director)		​​​● ​​​●​​​​​​​​​​​Chair​​
​​Edward G. Jepsen​​​
●*
​​​​​​​●​​​●​​​​​​
​​Rita S. Lane​​​​​​​​​​​Chair​​​●​​​●​​
​​Robert A. Livingston​​​
●*
​​​Chair​​​●​​​​​​​​​​
​​Martin H. Loeffler
(Chairman)		​​​​​​​​​​​​​​​​​​​​​​
​​R. Adam Norwitt​​​​​​​​​​​​​​​​​​​​​​
​​Prahlad Singh​​​​​​​​​​​​​​​​​​​​​​
​​Anne Clarke Wolff​​​
●*
​​​​​​​​​​​Chair​​​●​​
​
*
Financial Expert
​
Audit Committee.   The Audit Committee operates under a written charter adopted by the Board. As described more fully in its charter, the principal oversight duties of the Audit Committee include the following: (1) review reports on the evaluation of the Company’s internal controls for financial reporting and systems of disclosure controls and procedures and the Company’s annual audited and quarterly unaudited financial statements and related disclosures therein under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (2) review the Company’s earnings press releases; (3) select, engage, evaluate and replace, if deemed necessary, the independent auditors and approve all audit engagement fees and terms and pre-approve all permissible tax and other non-audit services; (4) review the qualifications, performance and independence of the Company’s independent auditors, including review of the experience and qualifications of the lead audit partner; (5) review and approve the scope of the annual audit of the Company’s financial statements; (6) review the scope and coverage of the Company’s internal audit plan; (7) review the results of internal audits and the procedures for maintaining internal controls; (8) review the integrity and quality of the Company’s financial reporting processes and the selection and quality of the Company’s accounting principles; (9) review critical accounting principles and practices and applicable legal and regulatory standards and principles and their effect on the financial statements of the Company; (10) review and advise on the selection and removal of the internal audit director and review of the internal audit function to ensure it is effective; (11) review significant audit issues identified by the Company’s internal audit function or the Company’s independent auditors and the Company’s responses thereto; (12) review accounting adjustments noted or proposed by the Company’s independent auditors, reports on the Company’s internal controls, and material written communications with the independent auditors; (13) review and discuss the Company’s guidelines and policies for risk assessment and management; (14) discuss the independent auditors matters required to be discussed under the standards of the PCAOB; (15) assist the Board in fulfilling its responsibility for oversight of cybersecurity related matters; (16) establish Company hiring policies for employees of the Company’s independent auditors; (17) establish procedures for the receipt, retention and treatment of employee concerns regarding questionable accounting or auditing matters; (18) review and approve all related-party transactions; (19) review with the Company’s counsel, legal compliance and regulatory matters that could have a significant impact on the Company’s financial statements; (20) sustain a

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constructive dialogue with the independent auditors about significant matters relevant to the audit of the financial statements of the Company and of internal control over financial reporting, including communications regarding critical audit matters expected to be described in the auditor’s report; and (21) assist the Board in fulfilling its oversight responsibility for the “Environmental” portion of ESG, which shall include periodic review of the Company’s climate-change related strategies, policies, disclosures, goals, performance and measurement, including with respect to greenhouse gas emissions, energy and water usage and any other relevant subjects as determined by the Company and to monitor the effectiveness of Company systems necessary to ensure compliance with applicable legislation, regulatory requirements, industry standards and Company policies, programs and practices relevant to climate-change related matters. See also Report of the Audit Committee on page 31. The Audit Committee conducts an annual self-evaluation, the results of which it reports to the Board. The members of the Audit Committee are Nancy A. Altobello (Chair), David P. Falck, Edward G. Jepsen, Robert A. Livingston and Anne Clarke Wolff, each of whom is an independent director as defined under the NYSE Listing Standards. The Board of Directors has determined that Mses. Altobello and Wolff and Messrs. Jepsen and Livingston are audit committee financial experts as defined by the applicable rules of the SEC and the NYSE Listing Standards, and that each of the members of the Audit Committee is sufficiently proficient in reading and understanding the Company’s financial statements to serve on the Audit Committee.
Compensation Committee.   The Compensation Committee establishes the principles related to the compensation programs of the Company. It approves compensation guidelines, approves the base compensation, incentive plan target and award and the allocation of stock option awards, if any, for the Chief Executive Officer and reviews and approves the recommendations of the Chief Executive Officer for base compensation and adjustments in base compensation, incentive plan targets and allocations and stock option awards, if any, for the direct reports to the Chief Executive Officer, the Company’s Division Controllers and Group General Managers as well as any other employees comprising the Company’s 20 most highly compensated employees. See also the Compensation Discussion and Analysis on page 34 and the Compensation Committee Report on page 45. The Compensation Committee is also responsible for assisting the Board in fulfilling its oversight responsibility for the “Social” portion of ESG, which includes reviewing the Company’s diversity, equity & inclusion programs and performance. The Compensation Committee also oversees the compensation of the Board. The Compensation Committee has the authority to retain and solicit the advice of compensation advisors. The Compensation Committee conducts an annual self-evaluation, the results of which it reports to the Board. The members of the Compensation Committee are Nancy A. Altobello, David P. Falck and Robert A. Livingston (Chair).
Executive Committee.   The Executive Committee is empowered to exercise the powers and authority of the Board during the intervals between meetings of the Board. Notwithstanding the foregoing, the Executive Committee does not have power or authority to: (1) approve any transactions or expenditures in an amount exceeding $50 million; (2) amend the Company’s Charter or By-Laws; (3) adopt an agreement or plan of merger, share exchange, or consolidation to which the Company is a party; (4) recommend to the stockholders any action that requires stockholder approval including, but not limited to, (a) the sale, lease, or exchange of all or substantially all of the Company’s property or assets or (b) a dissolution of the Company or a revocation of a dissolution of the Company; (5) remove any director or executive officer from his or her position, or appoint any new director or executive officer, (6) declare a dividend or authorize the issuance of capital stock of the Company; or (7) take any other action or exercise any authority prohibited by law or the Company’s Charter or By-Laws or explicitly reserved to another committee of the Board. The Executive Committee meets as necessary and all actions of the Committee are presented to the full Board at the next meeting of the Board. The Executive Committee conducts an annual self-evaluation, the results of which it reports to the Board. The members of the Executive Committee are Edward G. Jepsen, Rita S. Lane (Chair) and Robert A. Livingston.
Finance Committee.   The Finance Committee provides assistance to the Board in overseeing the policies, practices, strategies and risks relating to certain financial affairs of the Company. Its responsibilities include: (1) reviewing and recommending for approval by the Board proposed changes to dividend policies, stock splits and programs for the repurchase of the Company’s stock; (2) reviewing the Company’s capital structure, liquidity and plans for financing the Company’s capital requirements; (3) reviewing and recommending for approval by the Board the registration and issuance of the Company’s equity securities (other than pursuant to director and employee incentive compensation plans); (4) reviewing and approving the registration and

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issuance of the Company’s debt securities; (5) periodically reviewing the Company’s global treasury activities (including cash management and the use of hedges and derivative instruments); (6) annually reviewing, and as necessary approving, the Company’s policy election to be exempt from mandatory clearing of over-the-counter derivatives pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act; and (7) periodically reviewing the Company’s insurance program, tax planning activities and US-based pensions and 401(k) plans. The Finance Committee conducts an annual self-evaluation, the results of which it reports to the Board. The members of the Finance Committee are Edward G. Jepsen, Rita S. Lane and Anne Clarke Wolff (Chair).
Nominating/Corporate Governance Committee.   The Nominating/Corporate Governance Committee’s principal duties include the following: (1) assisting the Board in identifying appropriate individuals qualified to serve as directors of the Company and evaluating the qualifications of such individuals; (2) recommending to the Board for selection qualified candidates for all directorships to be filled by the Board or by the stockholders; and (3) assisting the Board in fulfilling its oversight responsibility for the “Governance” portion of ESG, which includes (a) developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, (b) reviewing and recommending to the Board responses to shareholder proposals for inclusion in the Company’s proxy statement and (c) reviewing and evaluating governance trends, rules and best practices to determine any impact on the Company and potential changes for consideration. The Nominating/Corporate Governance Committee also oversees and discusses the Company’s political activity statement. The Nominating/Corporate Governance Committee conducts an annual self-evaluation, the results of which it reports to the Board. The Nominating/Corporate Governance Committee also oversees the annual evaluation of the Board. The members of the Nominating/Corporate Governance Committee are David P. Falck (Chair), Rita S. Lane and Anne Clarke Wolff.
Meetings of the Board and Committees

During 20202023 there were nine formalsix meetings of the Board. During 2023, the Audit Committee had six meetings, the Compensation Committee had four meetings, the Nominating/Corporate Governance Committee had three meetings and the Finance Committee and Pension Committee each had one meeting. All directors participated in all meetings of the Board and the Committeescommittees on which theyhe or she served in 2020.2023. Directors also attended meetings as invited guests of Committeesall committees on which they did not serve. This included quarterly telephonic meetings of the Audit Committee during which quarterly results were discussed and quarterly press releases reporting operating results were reviewed and approved.


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The independent directors of the Company meet in executive session as necessary.necessary, but at least quarterly as part of the Board’s regular quarterly meetings. Such private meetings are currently presided over by the Chairman of the Board, the Presiding Director, the chairmanchair of the committee or by the director who requests the opportunity to meet in executive session.

The full Board conducts a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The full Board meets at least annually with the Audit Committee, the Compensation Committee, the Executive Committee, the Nominating/Corporate GovernanceFinance Committee and the PensionNominating/Corporate Governance Committee to review and discuss each committee'scommittee’s self-evaluation, including its performance as measured against its charter and the continuing effectiveness of its charter. In particular,addition, the Board discusses with the Nominating/Corporate Governance Committee the corporate governance guidelines that it is responsible for developing and recommending to the Board.

Risk Oversight

The Board is actively involved in overseeing risk management for the Company. This oversight is conducted both directly and through the committees of the Board. At each regularly scheduled quarterly meeting of the Board, the Board reviews various risks facing the Company at such time.

The Audit Committee reviews the Company'sCompany’s portfolio of risk with management and the Company'sCompany’s independent public accountants, discusses with management significant financial risks, the Company'sCompany’s policies with respect to risk assessment and risk management and the actions management has taken to limit, monitor and control financial and other risk exposures. The Audit Committee also reviews the Company'sCompany’s internal system of audit and financial controls and the process for maintaining financial reporting controls with

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management and the Company'sCompany’s independent public accountants. The Audit Committee also assists the Board in fulfilling its responsibility for oversight of cybersecurity-relatedcybersecurity and climate-change related matters, which are reviewed as appropriate at each regularly scheduled quarterly meeting ofwith the Board.

The Compensation Committee oversees risk management as it relates to compensation plans, policies and practices in connection with structuring the Company'sCompany’s executive compensation programs and incentive compensation programs for other employees. The Compensation Committee reviews with management whether the compensation programs, including the performance-based incentive plans and the stock option plans described in the section entitled Elements of Compensation Program beginning on page 29,35, are reasonably likely to create incentives for employees that may cause such employees to take excessive or inappropriate risks which could have a material adverse effect on the Company. The Compensation Committee and management have concluded the Company'sCompany’s compensation programs are not reasonably likely to create incentives for employees that may cause such employees to take excessive or inappropriate risks which could have a material adverse effect on the Company.

The Nominating/Corporate Governance Committee oversees risk management as it relates to executive and senior management continuity and development as well as political activity. It also assists the Board in fulfilling its oversight of relevant sustainability and corporate social responsibility policies, strategies and programs.

governance matters.

The PensionFinance Committee oversees risk management as it relates to certain financial affairs of the Company's U.S. pension plan described beginning on page 44.Company.
Corporate policies encourage employees to report possible violations of Company policy, or any other illegal or unethical conduct by employees, officers or directors of Amphenol, to the employee’s manager, the Amphenol Legal Department, the Audit Committee or the Company ethics hotline. The PensionAudit Committee reviews the reporting, where appropriate. During each of our monthly management operation reviews the Chief Executive Officer and Chief Financial Officer provide feedback on risk management practices to our operating management teams. Our operating management is required to consider risks and risk mitigation strategies as part of their annual budget processes and strategic planning processes and to include specific mitigation strategies.
Cybersecurity Governance
The Board maintains oversight responsibility relating to our cybersecurity risk management program (the “Program”), with assistance from the Audit Committee. At least annually, the Company’s management team (including the forecasted liabilitiesleaders of its Information Technology and Internal Audit teams) provides an update regarding the Program to the Board. This update provides an overall assessment of the U.S. pension plan,effectiveness of the actuarial assumptions used in determining those liabilities,Program and a review of areas of focus for the investments funding those anticipated obligations,upcoming year. The Board also receives periodic reports from the periodic performance of those investmentsVice President, Internal Audit, on the audit focus areas and control testing related to the Company’s information security systems and security controls, and the management team updates the Board, as necessary, reviews and recommends revisions to the general investment policies governing the investment of the assets of such pension plan. The Pension Committee also has responsibility for ensuring there is an appropriate selection of diverse investments for those employees participating in the various defined contribution, 401(k) plans sponsored by the Company.

regarding any material cybersecurity incidents.

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Human Capital Management and Culture Oversight

The Board is actively involved in overseeing the Company's human capital managementCompany’s employee-related strategies and practices as well as the Company's culture.Company’s culture and ESG initiatives. This oversight is conducted both directly and through certain of the Board'sBoard’s committees. At each of its regularly scheduled quarterly meeting,meetings, the Board reviews changes in key personnel and, regularly discusses various HR-related topicsat least once a year, meets with management including the Company's Senior Vice President, Human Resources,to discuss various human resources related topics, including talent development, succession planning, diversity, equity and inclusion initiatives, compensation and culture. The Board believes thatWe believe the Company'sCompany’s culture has been a critical component of the Company's success.Company’s success and reinforcing that culture is a key responsibility of our executive management.
Amphenol is committed to workplace diversity and fostering a culture of equity, inclusion and belonging across our organization. Our business spans the globe and the employees in our facilities reflect the diversity of our geographic footprint and the communities in which we operate. At Amphenol, we promote and maintain a culture of respect and appreciation of differences in our employees. The Board has primary responsibilityCompany generally relies on local general management in every region, which we believe creates a strong degree of organizational stability and a deep commitment to our people and the local community. A key hallmark of our structure is our entrepreneurial culture that creates clear accountability for succession planning for the CEO. The Nominating/Corporate Governance Committee has primary responsibility for succession planning for other executiveseach of our general managers, who are our key

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business leaders. Our core management team is comprised of these general managers and senior managementtheir controllers, as well as their ongoing development. The Compensation Committee has primary responsibility forour group general managers and executive and company-wide compensation policies and programs.

        The Board emphasizesmanagement team. Women represented 26% of this core management team at the importanceend of diversity, equity and inclusion; positive community and social impact; and2023. Of our total employees worldwide, approximately half are women.

We believe that the health,protection of our employees is a moral obligation. In addition, the safety and well-being of the Company's employees. Particularly in connection with the COVID-19 pandemic, the Board remained informed through frequent informal updates regarding the additional actions taken by the Company to protect the physical and mental health and well-being of our employees throughoutis critical to the world,successful operation of our business. Our health and safety activities are overseen by our corporate environmental, health, safety and sustainability leadership team and are managed by our local teams, who coordinate on-site safety programs, resources, reporting and training in our facilities. We believe that this model of coaching and tracking at the corporate level, but administering at the facility level, has allowed us to provide training and supervision that better fits the local needs of each of our workforces.
Amphenol recognizes that we have a responsibility to be a positive influence in the communities in which we operate around the world. Most of our community outreach is organized by our local management teams, which helps ensure that our efforts are working in support of the local communities in which our employees live and work. Our local teams are actively supporting their communities in a variety of ways including: school supply drives, local blood drives, mentoring of at-risk students, community clean-up events, local tree planting, holiday-giving events and food delivery services to immobile individuals.
Oversight of ESG Matters
Our Board of Directors oversees the Company’s ESG strategies and initiatives. The Audit Committee assists the Board in fulfilling its oversight responsibility for the “Environmental” portion of ESG, which includes periodic review of the Company’s climate-change related strategies, policies, disclosures, goals, performance and measurement, including with respect to greenhouse gas emissions, energy and water usage and any other relevant subjects as determined by the Company and to monitor the effectiveness of Company systems necessary to ensure compliance with applicable legislation, regulatory requirements, industry standards and Company policies, programs and practices relevant to climate-change related matters. The Compensation Committee is responsible for assisting the Board in fulfilling its oversight responsibility for the “Social” portion of ESG, which includes reviewing the Company’s diversity, equity & inclusion programs and performance. The Nominating/Corporate Governance Committee’s responsibilities include assisting the Board in fulfilling its oversight responsibility for the “Governance” portion of ESG, which includes (a) developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, (b) reviewing and recommending to the Board responses to shareholder proposals for inclusion in the Company’s proxy statement and (c) reviewing and evaluating governance trends, rules and best practices to determine any impact on the Company and potential changes for consideration. Amphenol’s ESG initiatives are governed by a structure of leadership, oversight and goals that encompass our entire Company. These initiatives are governed by a number of policies which outline our principles including in particular those employees who work in our factories.

Code of Business Conduct and Ethics, Environmental Policy, Global Human Rights Policy, Diversity, Equity and Inclusion Policy and our Health and Safety Policy. All of these documents are available on our website at https://www.amphenol.com/sustainability, except for our Code of Business Conduct and Ethics, which can be found at www.amphenol.com under the heading “Investors”, then “Governance”, and then “Governance Documents.” For more information about our Board’s oversight of ESG-related matters, please visit the sustainability section of our website at https://www.amphenol.com/sustainability as well as our most recent Sustainability Report available there.


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Director Compensation for the 20202023 Fiscal Year

The following table contains information relating to compensation of the Company'sCompany’s directors who are not named executive officers. The only director who is a named executive officer is Mr. Norwitt. His compensation is described in more detail in the "Summary“Summary Compensation Table"Table” on page 3946 and in the section entitled Compensation of Named Executive Officers beginning on page 33. Currently,39. For 2023, non-employee director compensation consists solelyconsisted of an annual retainer fee, acommittee chair fees and phantom equity awards. In addition, our Chairman and our Presiding Director each receive an additional fee in connection with performing such roles.
​​Name​​​Fees Earned or
Paid in Cash
($)		​​​Stock
Awards
($)(1)		​​​Option Awards
($)		​​​Non-Equity
Incentive
Plan
Compensation
($)		​​​Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)(2)		​​​All Other
Compensation
($)(3)		​​​Total
($)		​​
​​Nancy A. Altobello​​​​​100,000​​​​​​182,163​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​282,163​​​
​​Stanley L. Clark(4)​​​​​38,187​​​​​​0​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​38,187​​​
​​David P. Falck​​​​​150,000​​​​​​182,163​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​332,163​​​
​​Edward G. Jepsen​​​​​125,000​​​​​​182,163​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​307,163​​​
​​Rita S. Lane​​​​​115,000​​​​​​182,163​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​297,163​​​
​​Robert A. Livingston​​​​​115,000​​​​​​182,163​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​297,163​​​
​​Martin H. Loeffler​​​​​280,000​​​​​​182,163​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​462,163​​​
​​Prahlad Singh​​​​​96,945​​​​​​250,116​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​347,061​​​
​​Anne Clarke Wolff​​​​​115,000​​​​​​182,163​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​297,163​​​
​
(1)
The 2012 Restricted Stock Plan for Directors of Amphenol Corporation expired on May 22, 2022 (the “2012 Plan”). If the chairman of the board committee chairman fees and/or2012 Plan had been in effect during 2023, each director would have been granted an annual restricted stock award on May 19, 2023 for 2,375 restricted shares, which is the quotient obtained by dividing the 2023 annual equity award amount of $180,000 by the closing stock price of $75.80 on the grant of restricted stock.

​​​ ​ ​​​ ​​ ​​​​ ​​ ​​ ​ ​

Name

  Fees Earned or
Paid in Cash
($)		  Stock
Awards
($)(2)*		 Option Awards
($)(3)*		 Non-Equity
Incentive
Plan
Compensation
($)(4)		 Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)(5)		 All Other
Compensation
($)(6)		  Total
($)
 
​ ​​ ​​​ ​ ​​ ​​ ​​ ​​ ​​ ​ ​

Stanley L. Clark

  100,000  160,033 n/a n/a n/a n/a  260,033 

John D. Craig

  100,000  160,033 n/a n/a n/a n/a  260,033 

David P. Falck

  100,000  160,033 n/a n/a n/a n/a  260,033 

Edward G. Jepsen

  105,000  160,033 n/a n/a n/a n/a  265,033 

Rita S. Lane(1)

  38,152  128,877 n/a n/a n/a n/a  167,029 

Robert A. Livingston

  90,000  160,033 n/a n/a n/a n/a  250,033 

Martin H. Loeffler

  250,000  160,033 n/a n/a n/a n/a  410,033 

Anne Clarke Wolff

  100,000  160,033 n/a n/a n/a n/a  260,033 
​ ​​ ​ ​​ ​​​ ​​ ​​ ​​ ​​​ ​
(1)
Ms. Lane was appointeddate, rounded up to the Board on July 29, 2020 and, accordingly, her fees andnearest whole share. In lieu of this restricted stock award, were pro-rated from such date.

(2)
the Company granted 2,375 shares of phantom stock to each then-current non-employee director. The grant date fair value of the 3,5482,375 shares of restrictedphantom stock granted to each of Messrs. Clark, Craig, Falck, Jepsen, Livingston, Loeffler and Ms. Wolff on May 21, 2020director (other than Mr. Clark) was $160,033$182,163 computed in accordance with FASB ASC Topic 718. The grant date fair718, and was intended to correspond to the value of the 2,436an equivalent number of shares of restricted stock granted(inclusive of the value of any ordinary cash dividends on such restricted shares). Each share of phantom stock will vest on the first to Ms. Lane was $128,877 computed in accordance with FASB ASC Topic 718.occur of (a) May 19, 2024 or (b) the day immediately prior to the Annual Meeting. Unless the date of the Annual Meeting is postponed, which is not currently expected, the restrictedthese phantom stock awards granted to each of the directors indicated in the table above will become fully vested common shares on May 18, 2021.

(3)
Option awards15, 2024. In addition to receiving his award of 2,375 shares of phantom stock, Mr. Singh also received an award of 768 shares of phantom stock to compensate him for the period from January 12, 2023 (the date he was appointed to the Board) through May 17, 2023. The fair value of the 768 shares of phantom stock granted to Mr. Singh was $67,953 and was intended to correspond to the value of an equivalent number of shares of restricted stock (inclusive of the value of any ordinary cash dividends on such restricted shares) Mr. Singh would have not been partgranted if the 2012 Plan had been in effect during 2023. This interim phantom stock award to Mr. Singh was fully vested on the grant date. Subject to the approval of our director compensation program since 2012. Asthe Company’s stockholders at the Annual Meeting of December 31, 2020, no director option awards were outstanding.

(4)
Thethe 2024 Restricted Stock Plan for Directors of Amphenol Corporation, the Company does not have a non-equity incentiveexpects to resume issuing restricted stock to non-employee directors pursuant to such plan applicable to its non-employee directors.

(5)
commencing in May 2024.
​
(2)
The Company does not have a pension plan program applicable to its non-employee directors. Directors who are current or former employees participate in the Company'sCompany’s Pension Plan (described beginning on page 44)51) as

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    employees. Messrs. Loeffler and Jepsen participated in the Pension Plan during their prior employment with the Company. Upon retirement, their pension benefits were fixed, and they are no longer accruing any additional benefits under the Pension Plan.

(6)
​
(3)
The Company does not have any other compensation programs for its non-employee directors nor did it provide any other benefits which could be deemed to be compensation for their service.

*
As
​
(4)
Mr. Clark did not stand for re-election at the May 18, 2023 Annual Meeting of December 31, 2020,Stockholders. His 2023 compensation reflects amounts paid to him through such date.
​
The Compensation Committee reviews compensation for each director who is not a named executive officer, the aggregate number of restricted stock awards,non-employee directors at the aggregate number of shares issuable pursuant to the Director's Deferred Compensation Plan and the aggregate number of option awards outstanding is represented in the table below. The Director's Deferred Compensation Plan allows each non-employee director to elect to defer payment of their fees to a future date with the ultimate payment in cash or Common Stock subject to the prior electionbeginning of each director. Currently, each non-employee director has elected to receive fees in cash as earned. As of December 31, 2020, the aggregate number of shares issuable to each of the directors for fees earned during and prior to 2020 is represented in the table immediately below.


​​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​
  
 Number of
Outstanding
Shares of
Restricted
Stock
(As of 12/31/20)
  
  
  
 
  
 Number of Shares
Issuable Pursuant to
Directors' Deferred
Compensation Plan
(As of 12/31/20)
 Number of Outstanding
Stock Options
(As of 12/31/20)		 
 Name
 Vested
 Unvested
 
​​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​
 

Stanley L. Clark

  3,548  35,646  0  0 
​​ ​​ ​ ​​ ​​​ ​ ​​​ ​
 

John D. Craig

  3,548  0  0  0 
​​ ​​ ​​​ ​ ​​​ ​​ ​ ​
 

David P. Falck

  3,548  0  0  0 
​​​​ ​ ​​​ ​​ ​ ​​ ​ ​
 

Edward G. Jepsen

  3,548  0  0  0 
​​ ​​ ​​​ ​ ​​​ ​​ ​ ​
 

Rita S. Lane

  2,436  0  0  0 
​​​​ ​ ​​​ ​​ ​ ​​ ​ ​
 

Robert A. Livingston

  3,548  0  0  0 
​​ ​​ ​​​ ​ ​​​ ​​ ​ ​
 

Martin H. Loeffler

  3,548  0  0  0 
​​​​ ​ ​​​ ​​ ​ ​​ ​ ​
 

Anne Clarke Wolff

  3,548  0  0  0 
​​ ​​ ​​​ ​ ​​​ ​​ ​ ​

calendar year. In October 2018, in connection with its ongoing review, of Board compensation, the Board adopted changes to the fee amounts earned by the directors. Commencing in January 2019, (i) the annual retainer fee was increased from $80,000 per year to $90,000 per year, (ii) the retainer fee for the Chairman of the Board was increased from $180,000 per year to $250,000 per year, (iii) the additional retainer fee for the Audit Committee Chairman was increased from $12,000 per year to $15,000 per year, (iv) the additional retainer fee for the chairpersons of the other committees of the Board was increased from $8,000 per year to $10,000 per year; and (v) the value of the annual grants of restricted stock awarded to the directors was increased from approximately $140,000 to approximately $160,000. In connection with such changes, the Nominating/Corporate Governance Committee, in conjunction with the Compensation Committee retainedretains Meridian


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Compensation Partners, LLC ("Meridian"(“Meridian”), an independent compensation consultant, to provide market data for director compensation at companies similar in size to Amphenol. Meridian also confirmed the final decision was generally aligned with market practice. For more information on Meridian, see the section entitled Role of Compensation Consultant in Compensation Decisions in the Compensation Discussion and Analysis section.

        The 2012 Directors

In connection with its review for 2022, and based on Meridian’s confirmation that the revised compensation was generally aligned with market practice, the Board approved the following increased compensatory arrangements, which became effective January 1, 2022. Except as discussed above with respect to the phantom stock awards granted during 2023, and based on Meridian’s confirmation that the current compensation was generally aligned with market practice, there were no changes to these compensatory arrangements for 2023.
​​Calculation of Fees Earned by Directors​​
​​​​​​2022/2023​​
​​Annual Retainer Fee​​​​$100,000​​​
​​Fee for Chairman of the Board​​​​$280,000​​​
​​Fee for Presiding Director​​​​$35,000​​​
​​Fee for Audit Committee Chair​​​​$25,000​​​
​​Fee for Other Committee Chairs​​​​$15,000​​​
​​Value of Equity Grant​​​​$180,000​​​
In Proposal 2 to this proxy statement, the stockholders are being asked to approve the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the "Directors Restricted Stock Plan") provides annual grants ofto permit the Company to resume granting restricted stock awards to the non-employee directors. The Company believes providing equity incentives to the non-employee directors on the first business day after each annual meetingprovides an additional means of stockholdersattracting, retaining and interim pro-rated grantscompensating highly qualified individuals for non-employee directors not initially elected at a regular meetingservice as members of the Company's stockholders. On the grant date, each non-employee director will be awarded shares of Common Stock subject to the restrictions and conditions in the Directors Restricted Stock Plan. In 2020, the number of shares granted as annual grants was determined by dividing $160,000 by the closing price for the Common Stock on the grant date and rounding up to the next whole share amount. The closing price of the Common Stock on May 21, 2020 was $45.10. Ms. Lane was

Board.

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appointed to the Board on July 29, 2020 and, accordingly, her restricted stock award was pro-rated. The closing price of the Common Stock on July 29, 2020 was $52.92.

Going forward, the Compensation Committee will monitor and make recommendations to the Company and to the Board regarding the annual retainer fee, committee chair fees, Chairman of the Board and Presiding Director fees and equity compensation elements of the directors'directors’ compensation program to ensure that total director compensation is fair and reasonable and competitive for the purpose of attracting and retaining qualified directors. The Board believes that the equity compensation element of the directors' compensation program enables share ownership by directors further aligning their financial interests consistent with their oversight role for the Company.

Communications with the Board of Directors

Stockholders and other interested parties may communicate directly with members of the Board of Directors c/o Secretary, Amphenol Corporation, 358 Hall Avenue, Wallingford, CT 06492. All communications will be promptly forwarded to the appropriate directors for their review, except that the Board has instructed the Secretary not to forward solicitations, bulk mail or communications that address improper or irrelevant topics or requests for general information.

Board Member Attendance at Annual Meeting of Stockholders

In each of the last ten years, more than 85% of outstanding shares of Common Stock have been voted by proxy and no more than five non-employee stockholders (representing only a nominal number of shares) have personally attended any of the Company'sCompany’s Annual Meetings of Stockholders. Accordingly, the Company does not require members of the Board to attend the Annual Meeting of Stockholders. The only then currentthen-current Board member who attended the 20202023 Annual Meeting of Stockholders was Mr. Norwitt,Norwitt.

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PROPOSAL 2. RATIFICATION AND APPROVAL OF THE 2024 RESTRICTED STOCK PLAN FOR DIRECTORS OF AMPHENOL CORPORATION
On March 22, 2024, the Board approved the Company’s 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “Plan”), subject to the approval of the Company’s stockholders at the Annual Meeting. The stockholders of the Company are being asked to approve the Plan.
The following summary of the principal features of the Plan is qualified by reference to the terms of the Plan, a copy of which is attached hereto as PresidentAnnex A to this Proxy Statement.
2024 Restricted Stock Plan for Directors
The purpose of the Plan is to assist in attracting, retaining and Chief Executive Officer.


Tablecompensating non-employee directors who are in a position to make material contributions to the success of Contentsthe Company and the creation of shareholder value. The Plan offers a significant incentive to encourage our non-employee directors by enabling those individuals to accumulate shares of our Common Stock, thereby increasing their interest in the growth and success of the Company. The Company believes that offering restricted shares to non-employee directors is a good governance practice which contributes to director independence. Enabling share ownership by directors further aligns their financial interests consistent with their oversight role for the Company.

The Plan provides for the direct award of restricted shares to non-employee directors. Immediately following the Annual Meeting, eight non-employee directors will be eligible to receive an award under the Plan. The Company’s 2012 Restricted Stock Plan for Directors of Amphenol Corporation expired on May 22, 2022, and no additional grants will be made from that plan.
Administration
The Plan is administered by the Compensation Committee of the Board (in this Proposal 2, the “Committee”). Subject to the provisions set forth in the Plan, the Committee has the authority to interpret the Plan and award agreements, further define the terms of the Plan and make determinations necessary or advisable for the administration of the Plan.
Maximum Shares Available
The maximum number of shares of Common Stock authorized and available for issuance under the Plan will be 250,000 shares. Restricted shares that are awarded to non-employee directors under the Plan and are forfeited on account of a failure to vest will again become available for future awards under the Plan.
This limitation will be adjusted by the Committee, as appropriate and equitable, in the event of a stock dividend, stock split, reclassification of stock, consolidation of stock or similar events.
Participants
Each member of the Board who is not a current employee or officer of the Company (or any of its affiliates or subsidiaries) (each such member a “non-employee director”) will be eligible to receive awards under the Plan.
Awards
Annual Grants.   On the first business day following the Company’s annual meeting of stockholders, each non-employee director will receive an automatic grant of restricted shares (each such grant an “Annual Grant”). The number of shares of Common Stock covered by each Annual Grant will be determined by dividing $180,000 by the fair market value (as defined in the Plan) of a share of Common Stock on the grant date rounded up to the next whole share amount.
Interim Grants.   Any non-employee director who is not initially elected at an annual meeting of stockholders will receive an automatic grant of restricted shares (each such grant an “Interim Grant”). The number of shares of Common Stock covered by an Interim Grant will have a fair market value equal to a

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pro rata portion of $180,000 based on the number of full months remaining from the date the non-employee director is elected to the Board until the first anniversary of the last annual meeting of stockholders divided by twelve.
Discretionary Grants.   The Committee may, from time to time, increase the value of an Annual or Interim Grant or grant additional awards of restricted shares if the Committee determines such actions are necessary to induce an individual to become or remain a non-employee director or to reflect an increase in a non-employee director’s duties or responsibilities (each such grant a “Discretionary Grant”).
Each award granted under the Plan will be subject to the terms and conditions of the Plan and a restricted share agreement to be entered into between the Company and the non-employee director. Non-employee directors who are granted restricted shares under the Plan generally have all of the rights of a stockholder with respect to those shares.
Vesting
Each Annual Grant and any Interim Grant of restricted shares will fully vest on the first anniversary of the grant date; provided, however, that if the Company’s annual meeting of stockholders for the year following the grant date occurs prior to the first anniversary of the grant date, the Annual Grant or Interim Grant will fully vest on the day immediately before that annual meeting. The grants will be forfeited if the non-employee director does not continue to serve on the Board through the vesting date, except as described below.
Any Discretionary Grant will vest in accordance with the terms set forth in the restricted share agreement, as determined by the Committee.
Awards granted under the Plan will fully vest if a Change in Control (as defined in the Plan) occurs with respect to the Company during the non-employee director’s service, or upon the non-employee director’s death or disability. The Committee also has the authority to vest an award, in whole or in part, upon other terminations of service, such as retirement, that would otherwise result in a forfeiture of the award.
Amendment and Termination
No awards may be granted under the Plan after May 15, 2034. The Board may amend or terminate the Plan at any time, but an amendment will not become effective without the approval of the Company’s stockholders to the extent required by applicable laws, regulations or rules. No amendment or termination of the Plan will affect a non-employee director’s rights under outstanding awards without his or her consent.
Certain Federal Income Tax Aspects of Awards Under the Plan
Non-employee directors who receive awards of restricted shares subject to a vesting requirement will generally recognize ordinary income at the time vesting occurs, in an amount equal to the fair market value of the shares at that time. However, a non-employee director who receives restricted shares which are not vested may, within 30 days of the date the shares are transferred, elect in accordance with Section 83(b) of the Internal Revenue Code to recognize ordinary compensation income at the time of transfer of the shares rather than upon the vesting date. The Company will generally be entitled to a tax deduction at the same time and in the same amount as ordinary income is recognized by the non-employee director.
Interests of Certain Persons in the Plan
In considering the recommendation of the Board with respect to the approval of the Plan, stockholders should be aware that, as discussed above, non-employee directors are eligible to receive awards under the Plan. The Board recognizes that approval of this Proposal 2 may benefit our non-employee directors and their successors.
New Plan Benefits
The table below reflects the value of Annual Grants, in the aggregate, that would have been awarded to non-employee directors in 2023 if the Plan had been in effect.

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NEW PLAN BENEFITS
2024 Restricted Stock Plan for Directors of Amphenol Corporation
​​Name and Position​​​Dollar Value​​​Number of Shares​​
​​R. Adam Norwitt, President and Chief Executive Officer​​​​$0​​​​​​0​​​
​​Craig A. Lampo, Senior Vice President and Chief Financial Officer​​​​$0​​​​​​0​​​
​​Lance E. D’Amico, Senior Vice President and General Counsel​​​​$0​​​​​​0​​​
​​William J. Doherty, President, Communications Solutions Division​​​​$0​​​​​​0​​​
​​Luc Walter, President, Harsh Environment Solutions Division​​​​$0​​​​​​0​​​
​​All current executive officers, as a group (7 persons)​​​​$0​​​​​​0​​​
​​All current directors who are not executive officers, as a group (8 persons)​​​​$1,525,257​​​​​​19,768​​​
​​All employees, including current officers who are not executive officers, as a group​​​​$0​​​​​​0​​​
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF PROPOSAL 2.

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​

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Name and Age
​​Principal Occupation

and Other Information

Martin W. Booker
Age 62

Vice President of the Company since 2015, and Group General Manager, Industrial Products Group of the Company since 2014. He was general manager of the industrial operations division of the Company from 2000 to 2014. He does not serve on the board of directors of any public company. Mr. Booker has been an employee of the Company for approximately 21 years.​

Lance E. D'Amico
D’Amico
Age 52

55		​

​

Senior Vice President since 2019 and Secretary and General Counsel of the Company since 2016. From 2014 to 2016, he was executive vice president, chief administrative officerExecutive Vice President, Chief Administrative Officer and general counselGeneral Counsel at UTi Worldwide Inc.Inc, then a Nasdaq-listed company, and from 2006 to 2014 he was senior vice presidentSenior Vice President and general counselGeneral Counsel at such company. Prior to that he served for six years as general counselGeneral Counsel and executive vice presidentExecutive Vice President at Element K Corporation. In addition, prior to that he was an associate for six years at the law firm of Cravath, Swaine & Moore. He does not serve on the board of directors of any public company. Mr. D'AmicoD’Amico has been an employee of the Company for approximately fiveeight years.

​

William J. Doherty

Age 56

59		​

​

President, Communications Solutions Division since 2022, Senior Vice President sincefrom 2018 to 2021 and Group General Manager, Information Communications and Commercial Products Group of the Company since 2017.from 2017 to 2021. Mr. Doherty was vice presidentVice President from 2016 to 2017 and group general manager,Group General Manager, IT communications products group of the Company from 2015 to 2016. He was general managerGeneral Manager of the high-speed products division of the Company from 2012 to 2014 and general managerGeneral Manager of the backplane connectors division from 2007 to 2012. Mr. Doherty was employed for approximately three years by the connection systems division of Teradyne, Inc., which was acquired by Amphenol in 2005. He does not serve on the board of directors of any public company. Mr. Doherty has been an employee of the Company or businesses acquired by the Company for approximately 1821 years.


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Name and Age
Principal Occupation
and Other Information

Dietrich Ehrmanntraut
Age 61

Vice President since 2017 and Group General Manager, Automotive Products Group of the Company since 2015. From 2014 to 2015, he was Managing Director and COO of AEG Power Solutions. Prior to that, he served in various roles at Yazaki, including as CEO of Yazaki of North America Inc. from 2010 to 2014. He does not serve on the board of directors of any public company. Mr. Ehrmanntraut has been an employee of the Company for approximately six years.

​

Jean-Luc Gavelle
Age 60

Senior Vice President since 2020 and Group General Manager, Interconnect and Sensor Systems Group of the Company since 2014. Mr. Gavelle was vice president from 2014 to 2019. From 2012 to 2014, he was CEO of the Connection Technologies/Souriau-Sunbank Division of Esterline Corporation. Prior to that he served in various executive roles at Huber+Suhner AG for 13 years, including as COO. He does not serve on the board of directors of any public company. Mr. Gavelle has been an employee of the Company for approximately seven years.

Yaobin (Richard) Gu
Age 53

Vice President since 2017 and Group General Manager, Mobile Consumer Products Group of the Company since 2016. He was general manager Shanghai Amphenol Airwave Electronics Co. Ltd. from 2012 to 2015 and served in a variety of sales, business development and management roles for that unit from 2004 to 2011. He does not serve on the board of directors of any public company. Mr. Gu has been an employee of the Company for approximately 17 years.

Craig A. Lampo

Age 51

54		​

​

Senior Vice President and Chief Financial Officer of the Company since 2015. Mr. Lampo was vice presidentVice President and controllerController of the Company from 2004 to 2015. He was treasurerTreasurer from 2004 through 2006. Mr. Lampo was a senior audit manager with Deloitte & Touche LLP from 2002 to 2004. He was an employee of Arthur Andersen LLP from 1993 to 2002. He does not serve on the board of directors of any public company. Mr. Lampo has been an employee of the Company for approximately 1720 years.

​


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Name and Age
​​Principal Occupation

and Other Information		​

David Silverman

Age 43

46		​

​

Senior Vice President, Human Resources of the Company since 2019, vice president human resourcesVice President, Human Resources from 2014 to 2018 and senior director, human resourcesSenior Director, Human Resources from 2013 to 2014. He was general managerGeneral Manager of the Amphenol Alden operating unit from 2010 to 2013. Mr. Silverman was corporate business development managerCorporate Business Development Manager of the Company from 2007 to 2010. He does not serve on the board of directors of any public company. Mr. Silverman has been an employee of the Company for approximately 1417 years.

​

Peter J. Straub
Age 56

​​President, Interconnect and Sensor Systems Division since January 1, 2024, Vice President and Group General Manager, Sensor Technology Group from 2019 through 2023 and General Manager, Advanced Sensors from 2013 through 2018. Mr. Straub joined the Company in 2013 through the acquisition of GE Advanced Sensors where he served as Product General Manager. Prior to joining GE in 2001, Mr. Straub served in senior roles at Spirent-Keystone Thermometrics and held roles in engineering at Delphi and General Motors. He does not serve on the board of directors of any public company. Mr. Straub has been an employee of the Company or businesses acquired by the Company for approximately 23 years.​
Luc Walter

Age 62

65		​

​

President, Harsh Environment Solutions Division since 2022, Senior Vice President of the Company sincefrom 2004 to 2021 and Group General Manager, Military and Aerospace Operations Group of the Company since 2016.from 2016 to 2021. Mr. Walter was group general manager, internationalGroup General Manager, International military, aerospace and industrial operations group of the Company from 2004 to 2015. He was director,Director, European military & aerospace operations from 2000 to 2003. He does not serve on the board of directors of any public company. Mr. Walter has been an employee of the Company or its subsidiaries for approximately 3740 years.

​


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REPORT OF THE AUDIT COMMITTEE

The Audit Committee has undertaken a review of its charter, practices and procedures in order to assure continuing compliance with the provisions of the Sarbanes-Oxley Act of 2002 and related regulatory requirements promulgated by the SECSecurities and Exchange Commission and the NYSE.New York Stock Exchange. Following that review, the Audit Committee confirmed its charter, practices and procedures. The Audit Committee Charter is available on the Company'sCompany’s website at www.amphenol.com by clicking on the heading "Investors"“Investors”, then "Governance"“Governance”, then "Board“Board of Directors"Directors”, then "Audit“Audit Committee Charter"Charter” or by entering the URL https://www.amphenol.com/docs/audit-committee-charter into your web browser'sbrowser’s address bar. In addition, a printed copy of the most current Audit Committee Charter will also be provided to any stockholder free of charge upon written request to Amphenol Corporation, Secretary, 358 Hall Avenue, Wallingford, Connecticut 06492.

The Audit Committee reports as follows:

1.

The Audit Committee has reviewed and discussed the Company'sCompany’s audited financial statements for the year ended December 31, 20202023 with Company management, which has primary responsibility for establishing and maintaining adequate internal financial controls, preparing the Company'sCompany’s quarterly and annual financial statements and for the Company'sCompany’s public reporting process, and with Deloitte & Touche LLP, the Company'sCompany’s independent public accountants for 2020,2023, which is responsible for expressing an opinion on the conformity of the Company'sCompany’s audited financial statements with generally accepted accounting principles and its own assessment of the Company'sCompany’s internal control over financial reporting.

​
2.

The Audit Committee has discussed with Deloitte & Touche LLP those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.

Board and the SEC.
​
3.

The Audit Committee has received the letter and written disclosures from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent public accountant'saccountant’s communications with the Audit Committee concerning independence and has discussed with Deloitte & Touche LLP that firm'sfirm’s independence. The Audit Committee has also determined that Deloitte & Touche LLP'sLLP’s provision of audit and non-audit services to the Company is compatible with that firm'sfirm’s independence.

​
4.

Based on the review and discussions referred to above, the Audit Committee has recommended to the Board and the Company that the audited consolidated financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20202023 for filing with the Securities and Exchange Commission. The Audit Committee has also selected Deloitte & Touche LLP as independent public accountants of the Company for fiscal year 2021.2024.
​
Audit Committee
Nancy A. Altobello, Chair
David P. Falck
Edward G. Jepsen
Robert A. Livingston
Anne Clarke Wolff

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Audit Committee
Edward G. Jepsen, Chairman
David P. Falck
Robert A. Livingston
Anne Clarke Wolff

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AUDIT AND NON-AUDIT FEES

Fees billed to the Company by Deloitte & Touche LLP, our independent auditor, for services rendered in 20202023 and 20192022 were as follows:

Type of Fees​​2023​​2022​
​​​($ in thousands)​
Audit Fees​​​$6,419​​​​$6,468​​
Audit-Related Fees(1)​​​​229​​​​​330​​
Tax Fees(2)​​​​319​​​​​520​​
All Other Fees(3)​​​​127​​​​​21​​
Total​​​$7,094​​​​$7,338​​
​
Type of Fees
 2020 2019 
 
 ($ in thousands)
 

Audit Fees

 $5,562 $5,796 

Audit-Related Fees(1)

  100  191 

Tax Fees(2)

  186  93 

All Other Fees(3)

  245  115 
​​​ ​ ​​​ ​

Total

 $6,094 $6,195 
​​​ ​ ​​ ​ ​
​​​​​​​​
​​​ ​ ​​ ​ ​
(1)
(1)
"“Audit-Related Fees"Fees” in 20202023 and 20192022 primarily include fees related to our acquisitions.

​
(2)
"
“Tax Fees"Fees” in 20202023 and 20192022 are fees for tax compliance, tax advice and tax planning primarily related to certain international tax matters.

​
(3)
"
“All Other Fees"Fees” are fees for any services not included in the first three categories and primarily reflect fees related to the Company'sCompany’s bond offerings.


​
PRE-APPROVAL OF AUDITOR SERVICES

The Audit Committee has adopted and implemented approval policies and procedures related to the provision of permissible audit, audit-related, tax and other non-audit services by the Company'sCompany’s independent public accountants. Under these procedures, the Audit Committee has pre-approved the use of the Company’s independent public accountants for specific types of services. These specific types of services include, but are not limited to, instances where total fees are not expected to exceed $25,000 plus reimbursable expenses in connection with audits, services provided in connection with audits, merger and acquisition due diligence, tax services, internal control reviews and reviews of employee benefit plans. The Audit Committee has elected to delegate pre-approval authority to the Chairman of the Audit Committee. For services by the Company’s independent public accountants which are not specifically listed, the Chairman of the Audit Committee has pre-approval authority for engagements where the estimated cost of such services is not expected to exceed $25,000. All engagements performed by the Company'sCompany’s independent public accountants are to be reported to the Audit Committee on no less frequently than a quarterly basis. Any permitted services by Deloittethe independent public accountants where the estimated cost of such services is expected to exceed $25,000 for any given project must be pre-approved by the Audit Committee or the Chairman of the Audit Committee to ensure compatibility with maintaining the accountants'accountants’ independence. In 2020,2023, all fees for permitted services were pre-approved in accordance with these policies.


HIRING RESTRICTIONS ON FORMER EMPLOYEES OF AUDITOR

The Audit Committee has also reviewed and confirmed Company policies and procedures imposing restrictions on the hiring of certain individuals employed by or formerly employed by the Company'sCompany’s independent public accountants including any employee or former employee of the Company'sCompany’s independent public accountants who currently has or who has previously had any responsibility for the performance of any audit work for the Company or any involvement with the certification of the Company'sCompany’s financial statements.



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PROPOSAL 2.3. RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has considered the performance and qualifications of Deloitte & Touche LLP and has selected Deloitte & Touche LLP to act as independent public accountants to examine the financial statements of the Company for the current fiscal year. Deloitte & Touche LLP has acted as independent public accountants for the Company since 1997, and the Audit Committee and management have considered and believe it desirable and in the best interests of the Company to continue the engagement of that firm. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. Such representatives are expected to have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

If the selection of Deloitte & Touche LLP is not ratified by an affirmative vote of a majority of the votes cast at the Annual Meeting, the Audit Committee will review its future selection of independent public accountants in light of that result.

The Board is asking stockholders to approve the following advisory resolution at the 2021 Annual Meeting:

RESOLVED, that the selection by the Audit Committee of the Board of Directors of the firm of Deloitte & Touche LLP as independent public accountants for the Company for the year 20212024 is hereby RATIFIED.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE ADVISORY RESOLUTION FOR RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS



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​


COMPENSATION DISCUSSION & ANALYSIS

Overview of Compensation.   The Compensation Committee of the Board (referred to in this Compensation Discussion & Analysis as the "Committee"“Committee”) has responsibility for establishing, implementing and continually monitoring adherence with the Company'sCompany’s compensation philosophy and guidelines. A primary goal of the compensation philosophy and these guidelines is to align the interests of management with the interests of stockholders to drive long-term shareholder value through performance. The Committee strives to ensure that the total compensation paid to executive officers and key management employees is appropriate and reasonable, while, at the same time, capable of attracting, motivating and retaining the executive officers and key management employees of the Company. The Committee endeavors to keep the structure of the Company'sCompany’s compensation programs simple, transparent, consistent and broad-based. The Company'sCompany’s core management compensation programs includeprogram includes base salary, an annual performance-based incentive plan payment opportunity, annual stock option awards, insurance benefits and retirement benefits.

        The Company continues to emphasize performance through its compensation programs. Notwithstanding the unexpected and unprecedented challenges that the COVID-19 pandemic created for our management teams, no structural changes were made to our This core compensation programs and particularly the 2020 Management Incentive Plan or its targets which were established before the crisis emerged.

structure has not changed in more than 20 years.

Throughout this proxy statement, the Company'sCompany’s Chief Executive Officer and the Chief Financial Officer together with the three other individuals included in the Summary Compensation Table on page 39,46, are referred to as the "named“named executive officers"officers”. References to "executive“executive officers and key management employees"employees” in this proxy statement relate to the approximately 8001,000 management personnel of the Company, including the named executive officers, who participated in the Company'sCompany’s core management compensation programs in 2020.

        The Committee has concluded that its compensation policies and programs are not reasonably likely to create incentives for employees that may cause such employees to take excessive or inappropriate risks which could have a material adverse effect on the Company.


2023.

Say on Pay.   At the 20202023 Annual Meeting, the Company'sCompany’s stockholders cast a non-binding advisory vote to approve the compensation of the Company'sCompany’s named executive officers as disclosed in the proxy statement for the 20202023 Annual Meeting of Stockholders. The proposal received overwhelming support with more than 90% of the shares voted being cast in favor of the proposal. The Board appreciates this show of support, which reaffirms to the Board that the Company'sCompany’s current management compensation policies and programs support our stockholders'stockholders’ objectives. The Company believes the philosophy and objectives of its management compensation program, as well as the implementation of the elements of the compensation program, are appropriately geared towards aligning the interests of management with the interests of stockholders to drive long-term shareholder value. No changes were made to the structure of the Company'sCompany’s core management compensation programs in 2020.


2023 or 2024.

The Compensation Committee.   The Committee is currently composed of fourthree independent directors. The activities and actions of the Committee are subject to the review of the full Board. All actions of the Committee are reported to the Board no later than the next subsequent meeting of the full Board following any Committee action.

The Committee has responsibility, from time to time, but at least annually, to:

•

Review and approve the overall compensation philosophy and guidelines for all executive officers and key management employees of the Company and its subsidiaries.

​
•
Complete an annual performance evaluation of itself.


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​
•

Review and approve the goals relevant to compensation for, and evaluate the performance of, the Company'sCompany’s Chief Executive Officer; determine and approve, as deemed necessary and appropriate, any changes in his compensation; and approve any incentive plan payments and/or any option awards to the Company'sCompany’s Chief Executive Officer.

​
•

Review and approve recommendations from the Company'sCompany’s Chief Executive Officer related to the incentive plan awards and stock option awards and other related matters for all other executive officers and key management employees.

​
•

Review and approve recommendations from the Company'sCompany’s Chief Executive Officer related to specific adjustments to individual base salary and incentive plan targets for all executives reporting directly to the Chief Executive Officer, the Division Controllers and Group General Managers and any other employees comprising the other top 20 paid executives ofmost highly compensated employees.
​

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•
Review the Company based on annual base salary for employees of the CompanyCompany’s diversity, equity & inclusion programs and its subsidiaries.

•
Review and approve the Compensation Committee Report for inclusion in the Company's annual proxy statement.


performance.

​
Role of Compensation Consultant in Compensation Decisions.   The Committee has retained Meridian, Compensation Partners,  LLC ("Meridian"), an independent compensation consultant, to advise it from time to time on executive and board compensation matters. Meridian reports directly to the Committee and the Committee has sole authority to negotiate the terms of service, including all fees paid to Meridian. In 2020,2023, in conjunction with the Committee'sCommittee’s annual review of executive compensation, Meridian was also asked to provide market data for executive compensation at companies similar in size to Amphenol. Meridian does not make any decisions relating to the creation or implementation of the Company’s compensation policies or programs. The Committee and Meridian both evaluated Meridian'sMeridian’s independence in 20202023 and concluded that Meridian is independent of the Company.


Role of Executive Officers in Compensation Decisions.   In establishing, reviewing and assessing the appropriateness of compensation levels and adjustments in compensation levels for the executive officers (other than the Chief Executive Officer) and key management employees, the Committee considers the recommendations of certain executive officers of the Company.Company, including in particular Mr. Norwitt is particularly involved.Norwitt. Mr. Norwitt and certain executive officers of the Company review the performance and compensation of the executive officers and key management employees at least annually and any prospective senior management employees as necessary. As part of this process, Mr. Norwitt and such executive officers consider market data provided by Meridian as well as general compensation surveys may be considered. These surveys are generally comprised of widely available information which is generally accessible for purchase or provided without charge to the Company in exchange for participation in the survey. The Company'sCompany’s human resources department, including the Senior Vice President, Human Resources, also provides data, information and feedback based on its general knowledge of compensation inside and outside of the Company. The accounting department and legal department, including the executive officers in those departments, also compile and analyze data and share this with Mr. Norwitt. The recommendations of these executive officers, including Mr. Norwitt, regarding any salary adjustments, annual incentive plan payments and annual option award amountsawards based on individual and operating unit performance, are presented to the Committee. The Committee exercises its discretion in modifying and approving any such recommendations. The Committee'sCommittee’s compensation actions are then submitted to the full Board for ratification and approval. Mr. Norwitt consults with the Committee on essentially all compensation matters but does not participate in the evaluation or determination of his own compensation.

Mr. Norwitt does not vote on any compensation matters considered by the Committee. However, he is available to the Committee as an additional resource to respond to questions and discuss individual and operating unit performance, as well as related compensation matters. The Committee also meets


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informally from time to time and in executive session following each meeting to discuss compensation matters without Company employees present.


Philosophy and Objectives of Compensation Program.   The Committee continues to strive to develop, refine and implement a complete, consistent and straightforward compensation program that helps to attract, motivate and retain the executive officers and key management employees, and that remains competitive with comparable companies. The program is designed to promote decision making geared to increasing long-term shareholder value by rewarding executive officers and key management employees who contribute to increasing shareholder value.while avoiding excessive risk taking. The Committee believes that to further these objectives, executive compensation packages should include both cash and long-term equity-based compensation as well as reasonable benefits.


Elements of Compensation Program.   The Committee endeavors to provide an appropriate mix of different elements of compensation, including finding a balance among (i) fixed versus at-risk compensation, (ii) current versus long-term compensation, (iii) cash versus equity-based compensation and (iv) basic benefits. Cash payments primarily reward current year performance and equity-based awards encourage key management employees, including the named executive officers, to continue to deliver results over a longer period of time and serve as a retention tool. The Committee generally strives to provide equity-based compensation at a level sufficient to drive an appropriate amount of focus on the long-term performance of the Company. The compensation program for executive officers and key management employees, including the named executive officers, generally includes the following elements:

•

Base Salary

​
•

Performance-Based Incentive Plans

​

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•

Stock Option Plans

​
•

Insurance Benefits

​
•

Retirement Benefits


​
Base Salary.   The Company establishes base salary to provide fixed income at approximately the median level for executives of comparable companies with similar responsibilities. Several elements are considered in setting base salary, including the size, scope and complexity of the executive officer'sofficer’s or key management employee'semployee’s responsibilities, as well as the tenure of the executive officer with the Company. Position, geography and economic and market conditions are also considered, particularly with respect to retention. Base salary must be reasonable, fair and competitive. The Committee also considers the historical, current and forecasted performance of the Company and individual operating units, and the contributions or expected contributions of each executive officer or key management employee to those results when considering proposed adjustments to base salary. Salary levels for all executive officers and key management employees are reviewed and typically adjusted annually. Salary levels are also typically reviewed and may be adjusted in connection with a change in job responsibilities.


Performance-Based Incentive Plans.   Executive officers and key management employees, including the named executive officers (with the exception of key sales and marketing employees who typically have their own sales incentive or commission plans and from time-to-time certain key employees of newly acquired companies who had or have their own incentive plans), were eligible to receive annual cash payments pursuant to the 20202023 Management Incentive Plan (the "2020“2023 Management Incentive Plan"Plan”). The Committee has reviewed and approved the 20212024 Management Incentive Plan (the "2021“2024 Management Incentive Plan"Plan”) with terms that are substantially the same as the 20202023 Management Incentive Plan. The 20202023 Management Incentive Plan and the 20212024 Management Incentive Plan are collectively hereinafter referred to as the "incentive plan"“incentive plan”. Target payments under the incentive plan when added to fixed base salary are intended to generate total annual cash compensation for participating Company employees that the Company believes is reasonable, fair and competitive with annual cash compensation paid to similarly situated employees in comparable positions at other companies with comparable size and performance.


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Incentive plan payments when made, have historically totaled in the aggregate less than 2% of the annual consolidated operating income for the Company. There were approximately 500575 participants in the 20202023 Management Incentive Plan. Approximately 285 participants were paidPayouts under the 2023 Management Incentive Plan totaled approximately $15 million representing approximately 0.9%0.57% of the Company's consolidated operating incomeCompany’s Adjusted Operating Income for 2020. Approximately 215 participants received no incentive plan payment for 2020 performance. This reflects the performance nature of the Company's incentive plan, as no changes were made to the 2020 Management Incentive Plan or its targets as a result of the unexpected impact of COVID-19 and the challenges it created for our management team.2023. There are currently approximately 500600 participants in the 20212024 Management Incentive Plan who, at achievement of 100% of 20212024 performance targets and goals, would be paid an aggregate of approximately $23$30 million.

The incentive plan provides participants with a cash bonus opportunity if certain operating unit and/or Company goals are achieved. A "“responsibility unit"” in the discussion below refers to the group or business unit for which the employee has management responsibility or to which he or she is assigned. For executive officers and key management employees with global headquarters roles (i.e., Company-wide responsibilities), such as Messrs. Norwitt, Lampo and Lampo,D’Amico, the Company is considered the responsibility unit. For Messrs. Walter and Doherty, Booker and Gu, the groupdivision over which each served as Group General ManagerDivision President in 20202023 is considered the relevant responsibility unit. The incentive plan is intended to reward participants upon the achievement of the goals for their respective responsibility unit, with discretion for qualitative individual, operating unit and Company performance factors. No annual incentive payments will be made if a threshold performance level of profitability is not achieved for the relevant responsibility unit, absent the occurrence of extenuating circumstances that, in the discretion of the Committee, merit an exception to the threshold profitability performance requirement. As a general rule, no incentive plan payment is made to employees with Company-wide responsibilities if Adjusted Diluted EPS declines year-over-year nor to other employees if the operating income of their respective responsibility unit declines year-over-year.

Incentive plan payment amounts are calculated by multiplying three factors together: (i) a participant'sparticipant’s annual base salary, (ii) a participant'sparticipant’s incentive plan target percentage and (iii) a participant'sparticipant’s incentive plan multiplier.

Incentive plan target percentages for each participant are generally established at the beginning of each year. Incentive plan target percentages for participants in the 20202023 Management Incentive Plan ranged from 5% to 150% of annual base salary.


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The incentive plan multiplier is determined for each participant after the end of each year by analyzing a number of quantitative factors, subject to qualitative adjustment, as discussed in more detail below. The maximum incentive plan multiplier any recipient may be awarded is 200%. The incentive plan does not guarantee any minimum incentive plan multiplier to any participant. For 2020,2023, participants received incentive plan multipliers ranging from 0% to 200%.

A participant'sparticipant’s incentive plan multiplier is based primarily on responsibility unit financial performance against quantitative measures established at the beginning of each year. In addition, consideration is given,adjustments are made, when appropriate, tofor certain qualitative factors to pass the test ofas well as for reasonableness and consistency. The quantitative portion of the incentive plan multiplier is contingent upon the Company'sCompany’s achievement and/or the applicable responsibility unit'sunit’s achievement of performance targets and/or goals.

​​​Responsibility Unit Achievement​​​​​​​
​​​Sales Growth​​EPS/Operating Income
Growth		​​Incentive Plan Multiplier​
Threshold​​​​0%​​​​​0%​​​​​0%​​
Target​​​​7%​​​​​11%​​​​​100%​​
Maximum​​​​17.5%​​​​​27.5%​​​​​200%​​
The Company continues to believe that the key drivers to generating shareholder value are revenue growth, operating income growth and EPS growth. In 20202023 the quantitative performance criteria for (i) participants with Company-wide responsibilities was based on Company revenue and Adjusted Diluted EPS growth in 20202023 over 20192022 and (ii) other participants was primarily based on responsibility unit revenue and operating income growth in 20202023 over 2019 and2022 adjusted for actual performanceoperating income in 20202023 as compared to 20202023 operating income budget. Revenue growth and operating income growth are calculated in localon a constant currency for executive officers and key management employees with responsibility units outside the United States.

basis.

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The specific targets to be achieved by Messrs. Norwitt, Lampo and LampoD’Amico to attain a 100% quantitative portion of the incentive plan multiplier in 20202023 were (i) Company revenue growth of at least 7%, and (ii) Company Adjusted Diluted EPS growth of at least 11%. To achieve a 200% quantitative portion of the incentive plan multiplier in 20202023 would have required Company revenue growth of at least 17.5% and Company Adjusted Diluted EPS growth of at least 27.5%. In calculating the incentive plan multiplier, Company Adjusted Diluted EPSrevenue growth and Company revenueAdjusted Diluted EPS growth are given equal weighting.

The specific targets to be achieved by Messrs. Doherty, BookerWalter and GuDoherty to attain a 100% incentive plan multiplier under the 20202023 incentive plan were (i) responsibility unit revenue growth of at least 7% and (ii) responsibility unit operating income growth of at least 11%.

In addition, for executives that do not have global headquarters roles, such as Messrs. Doherty, BookerWalter and Gu,Doherty, the incentive plan multiplier is adjusted up or down based on responsibility unit achievement to responsibility unitoperating income budget. To achieve a 200% quantitative portion of the incentive plan multiplier under the incentive plan in 20202023 would have required responsibility unit revenue growth of at least 17.5% and responsibility unit operating income growth of at least 27.5%. In calculating the incentive plan multiplier, responsibility unit operating income growth and responsibility unit revenue growth are given equal weighting.

If Adjusted Diluted EPS or operating income, as applicable, decline, the impact to the incentive plan multiplier is at the discretion of the Committee, but generally has resulted in an overall incentive plan multiplier of 0%. When making calculations for incentive plan purposes, responsibility unit operating income is adjusted for other expenses recorded below operating income.

Once the quantitative portion of the incentive plan multiplier is established, management and/or the Committee, as applicable, consider various qualitative factors and may adjust the incentive plan multiplier accordingly. The qualitative analysis is designed to ensure that a participant is rewarded for responsibility unit performance and individual performance, but also to provide a means to ensure the awards are fair and meet the other goals of the Committee in determining executive compensation. The qualitative portion of the incentive plan may include one or more of the following factors: achievement of budgeted targets, whether operating margins of the responsibility unit are above or below the average of the Company, balance sheet management including cash flow, operating unit and group contribution to total Company performance, risk management issues, contributions of responsibility unit to achieving the Company’s sustainability goals, including environmental,

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social and climate-related targets, industry performance, special market conditions, budget impact and any other factor that the Committee deems relevant under the circumstances.
In 2020, there was no qualitative adjustment made with respect to any named executive officer.

        In 20212024 there is no change in the quantitative performance criteria for the 20212024 Management Incentive Plan as compared to the 20202023 Management Incentive Plan.


Stock Option Plans.   In May 2017, stockholders approved and the Company adopted the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the "2017“Original 2017 Option Plan"Plan”) and in May 2021, stockholders approved and the Company adopted the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (together with the Original 2017 Option Plan, the “2017 Option Plan”). Granting stock options servesis a simple means to maintain the alignment of the interests of the Company'sCompany’s executive officers and key management employees with its stockholders and allows executive officers and key management employees to participate in the long-term growth and profitability of the Company. The Committee believes that granting stock options helps create competitive levels of compensation and provides an opportunity for increased equity ownership by executive officers and key management employees (including the named executive officers). All currently outstanding employee stock option grants have a five-year vesting period, with 20% vesting each year. The Committee believes this extended vesting schedule helps retain executive officers and key management employees and encourages them to make decisions that achieve a healthy balance between short and long-term Company performance. Assuming the minimum service requirements have been satisfied, vesting would be immediately accelerated upon death, or under certain circumstances, disability (as defined in the plans). The Committee has discretion to allow continued vesting of unvested options following termination of employment due to retirement at age 65 or older with at least five years of employment with the Company or following termination of employment due to retirement at age 55 or older with at least ten years of employment with the Company. With respect to anyone who is not a direct report of the Chief Executive


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Officer, the discretion to continue vesting has been delegated to the Chief Executive Officer. Vesting stops under most other termination situations. The potential for continued vesting incentivizes the executives to prioritize both short and long-term performance for the Company. The total expense for options granted each year is typically in the range of approximately 3% to 5% of the Company'sCompany’s annual budgeted consolidated operating income for such year.

The employee stock option plan is administered by the Committee. The Committee will consider recommendations of the Chief Executive Officer and other senior management employees of the Company and determine those employees of Amphenol and its subsidiaries who will be eligible to receive options, the number and the terms and conditions of each option grant, the form of the option agreement and any conditions on the exercise of an option award. The Committee also considers the estimated dilutive effect of options granted each year.

In determining the number of options to be granted to an individual employee, a value is imputed for each option, with reference to the Company'sCompany’s then current stock price and the estimated Black-Scholes valuation forof each option grants.granted. The Committee also considers information regarding the total amount of options available, an individual'sindividual’s base salary, the amount of stock options, if any, previously awarded to an individual, an individual'sindividual’s past and expected future contributions to the Company'sCompany’s financial performance and an individual'sindividual’s responsibilities for assisting the Company in achieving its long-term strategic goals.

The Committee also considers the estimated dilutive effect of options granted each year.

The Committee has historically made annual awards of stock options in the second quarter of each year. Newly hired or promoted executive officers or key management employees have on occasion received an award of stock options at or near the date of appointment. The Committee does not grant stock options with an exercise price that is less than the closing price of the Common Stock on the grant date.

        For the 2020 compensation year, in an effort to provide additional long-term incentives to the Company's management team to undertake the significant extra effort to successfully navigate the COVID-19 pandemic while preserving the Company's customer focus and financial discipline, Mr. Norwitt recommended and the Committee ultimately decided to generally award the same number of stock options to each option recipient, including the named executive officers, as was awarded in 2019, notwithstanding that the grant-date value of such award increased on a year-over-year basis. However, with respect to his own award, Mr. Norwitt recommended and the Committee ultimately decided that the number of options awarded to him would be less than awarded in 2019 so that the grant-date value of his 2020 award would approximate the same value as his 2019 award. Mr. Norwitt made this recommendation with regard to himself in the context of the additional costs the Company was incurring as a result of the COVID-19 pandemic, together with the significant uncertainties facing the Company and its employees at the time of the grant.


Insurance Benefits.   Each executive officer and key management employee (including the U.S-basedU.S.-based named executive officers) is offered the same health and life insurance benefits as other employees working at the same location. The Company also makes a contribution to group term life insurance on behalf of substantially all U.S.-based salaried employees (including the U.S.-based named executive officers) on the same terms and conditions as similarly situated U.S. basedU.S.-based salaried employees for which the Company is required to impute compensation for amounts in excess of $50,000 net of employee payments, see table of All Other Compensation under footnote (4) on page 40.47. Key management employees outside of the U.S. participate in the same insurance programs on the same terms and conditions as similarly situated salaried employees.


Retirement Benefits.   U.S.-based salaried employees (including the U.S.-based named executive officers) may participate in the Company'sCompany’s Pension Plan, Supplemental Employee Retirement Plan, or SERP, a non-qualified supplemental defined contribution program, or DC SERP, and in the Company'sCompany’s 401(k) programs on the same terms and conditions as similarly situated U.S.-based salaried employees. For more information on the Pension Plan, the SERP, the DC SERP and 401(k) programs, and each named executive officer'sofficer’s participation, see the section entitled Pensions and Deferred Compensation beginning on


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page 44.51. As certain of the retirement programs are unfunded, i.e. the SERP and the DC SERP, the Company'sCompany’s executives


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are incentivized to look after the long-term health of the Company. Key management employees outside of the U.S. participate in the same retirement programs on the same terms and conditions as similarly situated salaried employees.


Perquisites/Other.   Mr. Norwitt was provided with car and driver services in 2020.2023. Mr. Norwitt continues to receive car and driver services in 2021.

2024. No other perquisites were provided to the named executive officers in 2023 or are planned in 2024.

Compensation of Named Executive Officers

Company Performance —When reviewing compensation, the Committee reviewed the Company's 2020Company’s 2023 financial results. The Company's 2020Company’s 2023 financial results were prepared in conformity with GAAP,accounting principles generally accepted in the United States of America (“GAAP”) and reported in the consolidated financial statements included in the Company's 2020Company’s Annual Report on Form 10-K.10-K for the fiscal year ended December 31, 2023 (the “Company’s 2023 Annual Report”). In addition to reviewing relevant GAAP financial measures, the Committee considered non-GAAP measures which it believes are also relevant in gauging year-over-year performance. Thus, Constant Currency Net Sales Growth, Adjusted Operating Income and Adjusted Diluted EPS were considered by the Committee.1

and other non-GAAP measures are referenced in this proxy statement.2

In 2020,2023, the Company achieved net sales of $8.599$12.55 billion, which was down slightly in constant currencies compared to $8.225 billion in 2019.2022. For the yearyears ended December 31, 2020,2023 and 2022, GAAP Diluted EPS was $1.96, compared to $1.88 for the year ended December 31, 2019.$3.11 and 3.06, respectively. GAAP Diluted EPS in 20202023 included (i) excess tax benefits of $82.4 million ($0.13 per share) related to stock-based compensation of $42.8 million ($0.07 per share) resulting from stock option exercises and (ii) a discrete tax benefitthe gain of $19.9$5.4 million ($0.030.01 per share) related toassociated with a bargain purchase acquisition that closed in the settlementssecond quarter of refund claims in certain non-U.S. jurisdictions and the resulting adjustments to deferred taxes,2023, partially offset by (iii) acquisition-related expenses of $11.5$34.6 million ($10.730.2 million after-tax, or $0.02$0.05 per share) comprised primarily comprised of external transaction costs associated with the acquisitions that closed in 2023, along with the amortization related to the value associated with acquired backlog resulting from three acquisitions that were announced or closed.closed in 2023. GAAP Diluted EPS in 20192022 included (i) excess tax benefits of $56.0 million ($0.09 per share) related to stock-based compensation of $38.1 million ($0.06 per share) resulting from stock options exercised,option exercises, partially offset by (ii) acquisition-related expenses of approximately $25.4$21.5 million ($21.018.4 million after taxafter-tax, or $0.03 per share) and (iii) refinancing-related costscomprised primarily of $14.3 million ($12.5 million after-tax, or $0.02 per share)the amortization related to the value associated with the early extinguishment of debt.acquired backlog resulting from two acquisitions that closed in 2022, along with external transaction costs. Excluding the effecteffects of these items, 2023 Adjusted Diluted EPS was $1.87 for both years ended December 31, 2020 and 2019.

$3.01, representing a slight increase compared to $3.00 in 2022.

The non-GAAP financial measures defined below should be read in conjunction with the Company'sCompany’s financial statements presented in accordance with GAAP. See Part II, Item 7—Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations toof the Company's 2020Company’s 2023 Annual Report on Form 10-K for further details.

    •
    Adjusted Diluted EPS Non-GAAP financial measures related to net sales exclude the impact of foreign currency exchange rates. The non-GAAP financial information contained herein is definedincluded for supplemental purposes only and should not be considered in isolation or as diluted earnings per share (as reported in accordance with GAAP), excluding income and expenses and their specific tax effects, thata substitute for or superior to the related GAAP financial measures. In addition, these non-GAAP financial measures are not directly relatednecessarily the same or comparable to the Company's operating performance during the years presented. Adjusted Diluted EPS issimilar measures presented by other companies as such measures may be calculated as Adjusted Net Income attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Company's Consolidated Statements of Income.

(1)differently or may exclude different items.

​
(2)Explanation of Non-GAAP Financial Measures.In addition to assessing the Company'sCompany’s financial condition, results of operations, liquidity and cash flows in accordance with GAAP, management and the Committee utilize certain non-GAAP financial measures defined below when assessing employee compensation measures. Management and the Committee believe that these non-GAAP financial measures aremay be helpful to investors in assessing the Company'sCompany’s overall financial performance, trends and year-over-year comparative results, in addition to the reasons noted below. Non-GAAP financial measures related to operating income, operating margin, net income from continuing operations attributable to Amphenol Corporation, effective tax rate and diluted EPS from continuing operations exclude income and expenses that are not directly related to the Company'sCompany’s operating performance during the applicable time period.years presented. Items excluded in the presentation of such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, gains associated with bargain purchase acquisitions, and certain discrete tax items.


Tableitems including but not limited to (i) the excess tax benefits related to stock-based compensation and (ii) the impact of Contentssignificant changes in tax law.


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•

Adjusted Net Income attributable to Amphenol CorporationDiluted EPS is defined as Net income attributable to Amphenol Corporation, asdiluted earnings per share from continuing operations (as reported in the Consolidated Statements of Income,accordance with GAAP), excluding income and expenses and their specific tax effects that are not directly related to the Company'sCompany’s operating performance during the applicable time period.

years presented. Adjusted Diluted EPS is calculated as Adjusted Net Income from continuing operations attributable to Amphenol Corporation, as defined below, divided by the weighted average outstanding diluted shares as reported in the Consolidated Statements of Income.
​
•

Adjusted Net Income from continuing operations attributable to Amphenol Corporation is defined as Net income from continuing operations attributable to Amphenol Corporation, as reported in the Consolidated Statements of Income, each excluding income and expenses and their specific tax effects that are not directly related to the Company’s operating performance during the years presented.
​
•
Adjusted Operating Income is defined as Operating income, as reported in the Consolidated Statements of Income, excluding income and expenses that are not directly related to the Company'sCompany’s operating performance during the applicable time period.

years presented.
​
•

Adjusted Operating Margin is defined as Adjusted Operating Income (as defined above) expressed as a percentage of Net sales (as reported in the Consolidated Statements of Income).

​
•

Constant Currency Net Sales Growth is defined as the year-over-year percentage change in net sales growth, excluding the impact of changes in foreign currency exchange rates. The Company’s results are subject to volatility related to foreign currency translation fluctuations. As such, management evaluates the Company’s sales performance based on actual sales growth in U.S. dollars and Constant Currency Net Sales Growth, and believes that such information is useful to investors to assess the underlying sales trends.
​
•
Free Cash Flow is defined as (i) Net cash provided by operating activities ("from continuing operations (“Operating Cash Flow"Flow”—as reported in accordance with U.S. GAAP) less (ii) capital expenditures (as reported in accordance with U.S. GAAP), net of proceeds from disposals of property, plant and equipment (as reported in accordance with U.S. GAAP), all of which are derived from the Consolidated Statements of Cash Flow.


 Free Cash Flow is an important liquidity measure for the Company, as we believe it is useful for management and investors to assess our ability to generate cash, as well as to assess how much cash can be used to reinvest in the growth of the Company or to return to stockholders through either stock repurchases or dividends.

​
Pay Mix —Compensation programs for the named executive officers emphasize at-risk, performance-based elements geared to encourage management to generate long-term shareholder value, namely stock options and annual incentive plan compensation linked to goals that encourage growth in revenue, operating income and/or Adjusted Diluted EPS. Fixed compensation elements, such as base salary, retirement benefits and other compensation are designed to be market competitive for purposes of retention, and to a lesser extent, recruitment.

[MISSING IMAGE: pc_ceoneocompensation-4c.jpg]

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For the Company'sCompany’s Chief Executive Officer, fixed compensation elements including salary and "all“all other compensation"compensation” ​(which includes retirement benefits) comprised approximately 18%17% of his total 20202023 compensation. His at-risk compensation linked to increasing shareholder value comprised approximately 82%83% of his total 20202023 compensation. These at-risk elements include stock options granted with an exercise price equal to the closing price of the Company'sCompany’s Common Stock on the date of grant which only generate value if the Company'sCompany’s share price increases after the grant date. The value ascribed to the options for purposes of calculating percentages in this paragraph is the grant date fair value calculated in accordance with ASC Topic 718, as further described in footnote (1) to the Summary Compensation Table on page 39.46. The other at-risk compensation is annual incentive-plan compensation which historically has not paid out if Adjusted Diluted EPS declines, and rewards the Chief Executive Officer when Company revenues and Adjusted Diluted EPS grow. For the Company'sCompany’s other named executive officers as a group, fixed compensation elements comprised approximately 17%21% of total 20202023 compensation while at-risk compensation comprised approximately 83%79% of total 20202023 compensation. As with the Chief Executive Officer, the fixed compensation elements for the other named executive officers include salary retirement benefits and "all“all other compensation"compensation”, while the at-risk items include stock options and annual incentive plan compensation linked to goals that encourage growth in revenues and either Adjusted Diluted EPS or Adjusted Operating Income,operating income, depending on the role of the named executive officer.


2023 Management Incentive Plan Determination.   As described in the section entitled Performance-Based Incentive Plans above, the incentive plan multiplier is based primarily on responsibility unit financial performance. The Company continues to believe that the key drivers to generating shareholder value are revenue growth, operating income growth and EPS growth. In 2023 the quantitative performance criteria for (i) participants with global headquarters roles was based on Company revenue and Adjusted Diluted EPS growth in 2023 over 2022 and (ii) other participants was based on responsibility unit revenue and operating income growth in 2023 over 2022, adjusted for actual responsibility unit operating income in 2023 as compared to responsibility unit operating income budget. For 2023, the budgeted operating income performance adjustment did not impact the final incentive plan multiplier for Mr. Doherty, whereas the final incentive plan multiplier for Mr. Walter was increased due to the responsibility unit operating income growth for his division exceeding his 2023 responsibility unit operating income budget. Revenue growth and operating income growth are calculated on a constant currency basis for all participants. Based on the above, the incentive plan multipliers for our named executive officers in 2023 were determined as follows:
​​​Responsibility Unit Achievement*​​Incentive
Plan
Multiplier		​
​​​Constant
Currency
Net
Sales
Growth		​​Adjusted
Diluted
EPS
Growth		​​Adjusted
Operating
Income
Growth		​
Guidelines​​​​​​​​​​​​​​​​​​​​​​​​​
Threshold​​​​0%​​​​​0%​​​​​0%​​​​​0%​​
Target​​​​7%​​​​​11%​​​​​11%​​​​​100%​​
Maximum​​​​17.5%​​​​​27.5%​​​​​27.5%​​​​​200%​​
Actual 2023 performance​​​​​​​​​​​​​​​​​​​​​​​​​
Global Headquarters Roles – Messrs. Norwitt, Lampo and D’Amico​​​​0%​​​​​0%​​​​​n/a​​​​​0%​​
Harsh Environment Solutions Division – Mr. Walter​​​​14%​​​​​n/a​​​​​18%​​​​​185%​​
Communication Solutions Division – Mr. Doherty​​​​0%​​​​​n/a​​​​​0%​​​​​0%​​
​
*
Constant Currency Net Sales Growth, Adjusted Diluted EPS Growth and Adjusted Operating Income Growth are Non-GAAP financial measures. See Explanation of Non-GAAP Financial Measures on age 39 to see items excluded.
​
CEO Compensation.    In January 2024, Mr. Norwitt'sNorwitt’s annual base salary at the beginning of 2021 was increased by approximately 3%4% from $1,315,000$1,455,000 to $1,355,000.$1,510,000, in line with the average increase generally given to other salaried employees of the Company in the United States. Mr. Norwitt'sNorwitt’s annual incentive plan target percentage pursuant to the 2020

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2024 Management Incentive Plan remains at 150%was increased to 170%. In its deliberations about whether and how to adjust these two elements of Mr. Norwitt'sNorwitt’s compensation, the Committee concluded that Mr. Norwitt'sNorwitt’s base salary should be increased in line with the average increase generally given to other salaried employees of the Company in the United States and the incentive plan target percentage should remain at 150%be increased to 170% to continue to emphasize incentive compensation. In arriving at its conclusions, the Committee also considered the annual base salary and target bonus percentages of chief executive officers of similarly-sized companies based on information provided by Meridian.


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Based on calculations described in the section entitled Performance-Based Incentive Plans above, the quantitative portion of Mr. Norwitt's incentive plan multiplier in 2020 was calculated to be 40%, the same percentage calculated for all named executive officers and key management employees with global headquarters roles. HisNorwitt did not earn an incentive plan payment pursuant tounder the 20202023 Management Incentive Plan was $789,000, representingbecause the Company’s Constant Currency Net Sales were down slightly on a product of his 2020 base salary of $1,315,000 multipliedyear-over-year basis and Adjusted Diluted EPS increased by his incentive plan target percentage of 150%, multiplied by the global headquarters incentive plan multiplier of 40%. Thisonly $0.01 per share as compared to a maximum possible payout under the 2020 Management Incentive Plan of $3,945,000 representing three times his 2020 base salary.

2022.

In May 2020,2023, Mr. Norwitt was awarded 710,000425,973 options pursuant to the 2017 Option Plan with an exercise price of $45.10.$75.80 and a grant date value of $9,098,783. The option award reflects the Board'sBoard’s confidence in his leadership and is designed to further align Mr. Norwitt'sNorwitt’s interests with the Company'sCompany’s stockholders to generate long-term shareholder value. For the 2020 compensation year,In granting this award to Mr. Norwitt, recommended and the Committee ultimately decided thatconsidered the number of options awarded to him would be less than awarded in 2019 so that the grant-date value of his 2020 award would approximate the same value as his 2019 award. Mr. Norwitt made this recommendation with regard to himselfCompany’s ongoing substantial growth in the contextscale and complexity of the additional costsCompany during Mr. Norwitt’s tenure as well as the Company was incurring as a resultimportance of closely aligning Mr. Norwitt’s interests with those of the COVID-19 pandemic, together with the significant uncertainties facing the Company and its employees at the time of the grant.

Company’s stockholders.

In 2020,2023, Mr. Norwitt was provided with car and driver services. These services allow him to work more efficiently and facilitate his ability to communicate with the Company's global organization. The Company expenses associated with this car and driver were $13,215.$12,242. The imputed value of compensation for group term life insurance provided to Mr. Norwitt in 20202023 in excess of $50,000, net of employee payments, was $5,382. The Company continues to provide Mr. Norwitt with car and driver services and to contribute to his group term life insurance in 2021.

2024.

Mr. Norwitt continues to participate in the Pension Plan (further described in the section entitled Pension Plan Background commencing on page 44)51), but his benefits under such Pension Plan were frozen effective December 31, 2006. Notwithstanding that Mr. Norwitt's Pension Plan benefits have been frozen, there was a change in his pension value because of changes in actuarial assumptions in 2020 as compared to 2019. In 2020,2023, Mr. Norwitt received a 401(k) match of $17,100.$21,150. The Company made notational contributions to a non-qualified supplemental defined contribution plan, or DC SERP, on behalf of Mr. Norwitt for 20202023 of $61,800.$343,350. Mr. Norwitt continues to participate in the 401(k) Plan and the DC SERP in 2021.


2024.

Other Named Executive Officers'Officers’ Compensation.   For each of the other named executive officers, in determining annual cash incentive plan payments and stock option awards for 2020,2023, and base salary and incentive plan target adjustments for 2021,2024, the Committee considered each executive'sexecutive’s overall performance, as well as relevant market data from Meridian. In the case of Mr.Messrs. Lampo and D’Amico, the Committee evaluated the overall performance of the Company and histheir contributions to that performance. In the case of Messrs. Doherty, BookerWalter and Gu,Doherty, the Committee evaluated their contributions to the performance and results of the groupdivision over which each served as Group General Manager.


Division President.

Mr. Lampo.   In January 2021,2024, Mr. Lampo'sLampo’s annual base salary was increased by approximately 4% from $600,000$680,000 to $625,000.

$705,000, in line with the average increase generally given to other salaried employees of the Company in the United States.

Based on calculations described in the section entitled Performance-Based Incentive Plans above, the quantitative portion of Mr. Lampo's incentive plan multiplier in 2020 was calculated to be 40%, the same percentage calculated for all named executive officers and key management employees with global headquarters roles. HisLampo did not earn an incentive plan payment pursuant tounder the 20202023 Management Incentive Plan was $180,000, representingbecause the Company’s Constant Currency Net Sales were down slightly on a product of his 2020 base salary of $600,000 multipliedyear-over-year basis and Adjusted Diluted EPS increased by his incentive plan target percentage of 75%, multiplied by the global headquarters incentive plan multiplier of 40%. Thisonly $0.01 per share as compared to a maximum possible payout under the 2020 Management Incentive Plan of $900,000 representing 150% of his 2020 base salary.

2022.

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Mr. Lampo'sLampo’s incentive plan target percentage pursuant to the 20212024 Management Incentive Plan was increased from 75% to 80%85% of his base salary, which represents a continued emphasis on performance-based compensation. His potential 2021 Management Incentive Plan payment will range from 0% to 160% of his base salary. This variable, at-risk compensation is designed to incentivize performance in line with the core goal of increasing revenue and profit growth for the Company.

In May 2020,2023, Mr. Lampo was awarded 322,000136,626 options pursuant to the 2017 Option Plan with an exercise price of $45.10.

$75.80 and a grant date value of $2,918,331.

The imputed value of compensation for group term life insurance provided to Mr. Lampo in 20202023 in excess of $50,000, net of employee payments, was $3,174.$3,616. In 2021,2024, the Company continues to contribute to

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Mr. Lampo'sLampo’s group term life insurance. Mr. Lampo continues to participate in the Pension Plan, but his benefits under such Pension Plan were frozen effective December 31, 2006 as described in the section entitled Pension Plan Background commencing on page 44. Notwithstanding that Mr. Lampo's pension plan benefits have been frozen, there was a change in his pension value because of changes in actuarial assumptions in 2020 as compared to 2019.51. In 2020,2023, Mr. Lampo received a 401(k) match of $16,928.$21,150. The Company made notational contributions to the DC SERP on behalf of Mr. Lampo for 20202023 of $18,900.$90,020. He also continues to participate in the 401(k) plan and the DC SERP in 2021.


2024.

Mr. Doherty. Walter.   In January 2021,2024, Mr. Doherty'sWalter’s annual base salary was increased by approximately 3%4% from $530,000$755,000 to $550,000,$785,000, in line with the average increase generally given to other salaried employees of the Company in the United States.

Based on calculations described in the section entitled Performance-Based Incentive Plans above, Mr. Doherty'sWalter’s payment pursuant to the 20202023 Management Incentive Plan was $689,000,$1,047,563, representing the product of his 20202023 base salary of $530,000$755,000 multiplied by his incentive plan target percentage of 65%75%, multiplied by his incentive plan multiplier of 200%185%. This was 130% of his 2020 base salary, hisis compared to a maximum possible payout under the 20202023 Management Incentive Plan.

Plan of $1,132,500.

Mr. Doherty'sWalter’s incentive plan target percentage pursuant to the 20212024 Management Incentive Plan remains at 65%75% of his base salary, which represents a continued emphasis on performance-based compensation. His potential 2021 Management Incentive Plan payment will range from 0% to 130% of his base salary. This variable, at-risk compensation is designed to incentivize performance in line with the core goal of increasing revenue and operating income growth within Mr. Doherty's group.

Walter’s division.

In May 2020,2023, Mr. DohertyWalter was awarded 238,000163,109 options pursuant to the 2017 Option Plan with an exercise price of $45.10.

$75.80 and a grant date value of $3,484,008. In connection with the 2023 option awards, the Committee provided each Division President, including Mr. Walter, with a one-time enhanced stock option award in recognition of his contribution to the success of the Company’s transition to the newly created division operating structure.

The imputed value of compensation for group term life insurance provided to Mr. DohertyWalter in 20202023 in excess of $50,000, net of employee payments, was $5,212.$22,250. In 2021,2024, the Company continues to contribute to Mr. Doherty'sWalter’s group term life insurance. Mr. Walter continues to participate in the Pension Plan, but his benefits under such Pension Plan were frozen effective December 31, 2006 as described in the section entitled Pension Plan Background commencing on page 51. In 2020,2023, Mr. DohertyWalter received a 401(k) match of $16,396.$21,150. The Company made notational contributions to the DC SERP on behalf of Mr. DohertyWalter for 20202023 of $14,700.$100,166. He also continues to participate in the 401(k) Plan and the DC SERP in 2021.


2024.

Mr. Booker. Doherty.   In January 2021,2024, Mr. Booker'sDoherty’s annual base salary was increased by approximately 3%,5% from $427,000$680,000 to $440,000,$715,000, in line with the average increase generally given to other salaried employees of the Company in the United States.

Based on calculations described in the section entitled Performance-Based Incentive Plans above, Mr. Booker'sDoherty did not earn an incentive plan payment pursuant tounder the 20202023 Management Incentive Plan because his division’s Adjusted Operating Income for 2023 was $427,000, representinglower than its Adjusted Operating Income for 2022, and thus the product of his 2020 base salary of $427,000 multiplied by histhreshold to earn an incentive plan target percentage of 50%, multiplied by his incentive plan multiplier of 200%. Thispayment was 100% of his 2020 base salary, his maximum possible payout under the 2020 Management Incentive Plan.

not met.

Mr. Booker'sDoherty’s incentive plan target percentage pursuant to the 20212024 Management Incentive Plan remains at 50%75% of his base salary, in 2021, which represents a continued emphasis on performance-based compensation. His potential 2021 Management Incentive Plan payment could therefore range from 0% to


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100% of his base salary. This variable, at-risk compensation is designed to incentivize performance in line with the core goal of increasing revenue and operating income growth within Mr. Booker's group.

Doherty’s division.

In May 2020,2023, Mr. BookerDoherty was awarded 222,000163,109 options pursuant to the 2017 Option Plan with an exercise price of $45.10.

$75.80 and a grant date value of $3,484,008. In connection with the 2023 option awards, the Committee provided each Division President, including Mr. Doherty, with a one-time enhanced stock option award in recognition of his contribution to the success of the Company’s transition to the newly created division operating structure.

The imputed value of compensation for group term life insurance provided to Mr. BookerDoherty in 20202023 in excess of $50,000, net of employee benefits,payments, was $6,351.$6,760. In 2021,2024, the Company continues to contribute to Mr. Booker'sDoherty’s group term life insurance. In 2023, Mr. Booker continues to participate in the Pension Plan but his benefits under such plan have been frozen as described in the section entitled Pension Plan Background commencing on page 44. Notwithstanding that Mr. Booker's Pension Plan benefits have been frozen, there was a change in pension value because of changes in actuarial assumptions in 2020 as compared to 2019. In 2020, Mr. BookerDoherty received a 401(k) match of $15,991.$21,150. The

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Company made notational contributions to the DC SERP on behalf of Mr. BookerDoherty for 20202023 of $8,457. Mr. Booker$92,750. He also continues to participate in the 401(k) planPlan and the DC SERP in 2021.


2024.

Mr. Gu.     Mr. Gu is employed by a Shanghai-based subsidiary of the Company. For purposes of this proxy statement compensation amounts paid or calculated have been converted to US dollars.*D’Amico.    In January 2021,2024, Mr. Gu'sD’Amico’s annual base salary was increased by approximately 4% from $580,000 to $463,800 (using the average monthly exchange rate of 0.1546 as reported by Bloomberg for January 2021), generally$600,000, in line with the average increase generally given to seniorother salaried employees of the Company in China.

the United States.

Based on calculations described in the section entitled Performance-Based Incentive Plans above, Mr. Gu'sD’Amico did not earn an incentive plan payment pursuant tounder the 20202023 Management Incentive Plan was $488,923, representingbecause the product of his 2020 base salary of $444,475 converted from local currency (using the January 2021 average monthly US dollarCompany’s Constant Currency Net Sales were down slightly on a year-over-year basis and Adjusted Diluted EPS increased by only $0.01 per share as compared to Renminbi Yuan exchange rate of 0.1546), multiplied by his incentive plan target percentage of 55%, and his incentive plan multiplier of 200%. The amount was paid in January 2021. This was 110% of his 2020 base salary, his maximum possible payout under the 2020 Management Incentive Plan.

2022.

Mr. Gu'sD’Amico’s incentive plan target percentage pursuant to the 20212024 Management Incentive Plan remains at 55%was increased to 75% of his base salary, in 2021, which represents a continued emphasis on performance-based compensation. His potential 2021 Management Incentive Plan payment will range from 0% to 110% of his base salary. This variable, at-risk compensation is designed to incentivize performance in line with the core goal of increasing revenue and operating incomeprofit growth within Mr. Gu's group.

for the Company.

In May 2020,2023, Mr. GuD’Amico was awarded 222,00085,180 options pursuant to the 2017 Option Plan with an exercise price of $45.10.

*
Unless otherwise noted,$75.80 and a grant date value of $1,819,445.
The imputed value of compensation for group term life insurance provided to Mr. D’Amico in 2023 in excess of $50,000, net of employee payments, or calculationswas $3,064. In 2024, the Company continues to contribute to Mr. D’Amico’s group term life insurance. In 2023, Mr. D’Amico received a 401(k) match of $21,150. The Company made notational contributions to Mr, Guthe DC SERP on behalf of Mr. D’Amico for any given month are converted using2023 of $66,451. He also continues to participate in the average monthly US dollar to Renminbi Yuan exchange rate for such month as reported by Bloomberg. The monthly rates for converting Renminbi Yuan to US dollars from January 2020 to January 2021 were 0.1446, 0.14292, 0.14242, 0.14142, 0.14063, 0.14117, 0.1427, 0.14434, 0.14678, 0.14917, 0.15144, 0.1529401(k) plan and 0.1546, respectively.the DC SERP in 2024.


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COMPENSATION COMMITTEE REPORT

The Compensation Committee consists of fourthree directors who are independent directors as defined under the NYSE Listing Standards and the Company'sCompany’s Governance Principles. The Compensation Committee has undertaken a review of its Charter, practices and procedures. A copy of the current Compensation Committee Charter is available on the Company'sCompany’s website at www.amphenol.com by clicking on "Investors"“Investors”, then "Governance"“Governance”, then "Board“Board of Directors"Directors” and then "Compensation“Compensation Committee Charter"Charter”.

The Compensation Committee reports that it has reviewed and discussed the Compensation Discussion & Analysis with management. Based on this review and discussion, the Compensation Committee has recommended to the Company'sCompany’s Board of Directors that the Compensation Discussion & Analysis be included in this 20212024 proxy statement.

Compensation Committee
Robert A. Livingston, Chair
Nancy A. Altobello
David P. Falck

Compensation Committee
Stanley L. Clark, Chairman
John D. Craig
David P. Falck
Robert A. Livingston

Compensation Committee Interlocks and Insider Participation

During all or a portion of 2023, Messrs. Clark, Craig, Falck and Livingston currently serveand Ms. Altobello served on the Compensation Committee and each served for all of 2020.Committee. None of Ms. Altobello nor Messrs. Clark, Craig, Falck or Livingston is or formerly was an employee or officer of the Company. None had a related person transaction with the Company that required disclosure. Mr. Norwitt is the only BoardIn addition, during 2023, none of our executive officers served as a member who was also an employee of the Company during 2020. Mr. Norwitt does not serve on the compensation committee or board of directors or compensation committee (or other board committee performing equivalent functions) of any other company whosean entity that had one or more executive officer served onofficers serving as members of our Board or our Compensation Committee or Board. Therefore, there is no relationship that requires disclosure as a compensation committee interlock.

Committee.


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SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation provided by the Company to the named executive officers for 2018, 20192023, 2022 and 2020,2021, except in the case of Messrs. Booker and GuMr. D’Amico who werewas not a named executive officers prior to 2020.

officer in 2022 or 2021.
​​Name and Principal Position​​​Year​​​Salary
($)		​​​Bonus
($)		​​​Stock
Awards
($)		​​​Option
Awards
($)(1)		​​​Non-
Equity
Incentive
Plan
Compensation
($)(2)		​​​Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(3)		​​​All Other
Compensation
($)(4)		​​​Total
($)		​​
​​R.A. Norwitt
President & Chief Executive Officer		​​​​​2023​​​​​​1,455,000​​​​​​0​​​​​​n/a​​​​​​9,098,783​​​​​​0​​​​​​8,800​​​​​​382,124​​​​​​10,944,707​​​
​​​2022​​​​​​1,400,000​​​​​​0​​​​​​n/a​​​​​​8,424,801​​​​​​3,780,000​​​​​​0​​​​​​350,882​​​​​​13,955,683​​​
​​​2021​​​​​​1,355,000​​​​​​0​​​​​​n/a​​​​​​7,522,140​​​​​​4,065,000​​​​​​0​​​​​​150,557​​​​​​13,092,697​​​
​​C.A. Lampo
Senior Vice President &
Chief Financial Officer		​​​​​2023​​​​​​680,000​​​​​​0​​​​​​n/a​​​​​​2,918,331​​​​​​0​​​​​​2,600​​​​​​114,786​​​​​​3,715,717​​​
​​​2022​​​​​​650,000​​​​​​0​​​​​​n/a​​​​​​2,685,480​​​​​​936,000​​​​​​0​​​​​​102,450​​​​​​4,373,930​​​
​​​2021​​​​​​625,000​​​​​​0​​​​​​n/a​​​​​​2,392,200​​​​​​1,000,000​​​​​​0​​​​​​51,612​​​​​​4,068,812​​​
​​L. Walter
President, Harsh Environment
Solutions Division		​​​​​2023​​​​​​755,000​​​​​​0​​​​​​n/a​​​​​​3,484,008​​​​​​1,047,563​​​​​​24,200​​​​​​143,566​​​​​​5,454,337​​​
​​​2022​​​​​​725,000​​​​​​0​​​​​​n/a​​​​​​2,300,008​​​​​​1,005,938​​​​​​0​​​​​​82,730​​​​​​4,113,676​​​
​​​2021​​​​​​656,000​​​​​​0​​​​​​n/a​​​​​​1,767,570​​​​​​469,040​​​​​​0​​​​​​49,039​​​​​​2,941,649​​​
​​W.J. Doherty
President, Communications
Solutions Division		​​​​​2023​​​​​​680,000​​​​​​0​​​​​​n/a​​​​​​3,484,008​​​​​​0​​​​​​n/a​​​​​​120,660​​​​​​4,284,668​​​
​​​2022​​​​​​650,000​​​​​​0​​​​​​n/a​​​​​​2,300,008​​​​​​975,000​​​​​​n/a​​​​​​88,350​​​​​​4,013,358​​​
​​​2021​​​​​​550,000​​​​​​0​​​​​​n/a​​​​​​1,767,570​​​​​​715,000​​​​​​n/a​​​​​​79,758​​​​​​3,112,328​​​
​​L.E. D’Amico
Senior Vice President & General Counsel		​​​​​2023​​​​​​580,000​​​​​​0​​​​​​n/a​​​​​​1,819,445​​​​​​0​​​​​​n/a​​​​​​90,665​​​​​​2,490,110​​​
​
(1)
​ ​​ ​ ​​ ​​ ​ ​​​​ ​ ​​ ​​ ​ ​​ ​​​ ​​ ​​ ​​​ ​ ​​ ​​

Name and Principal Position

  Year    Salary
($)		    Bonus
($)		 Stock
Awards
($)		  Option
Awards
($)(1)		    Non-
Equity
Incentive
Plan
Compen-
sation
($)(2)		    Change in
Pension
Value and
Nonquali-
fied Deferred
Compensation
Earnings
($)(3)		  All Other
Compen-
sation
($)(4)		  Total
($)
 
​ ​​ ​​​ ​​ ​​​ ​​ ​​​ ​​ ​​​ ​​ ​​​ ​​ ​​​ ​ ​​​ ​

R.A. Norwitt

  2020    1,315,000    0 n/a  5,804,250    789,000    32,100  97,497  8,037,847 

President & CEO

  2019    1,275,000    0 n/a  5,823,500    0    32,500  249,975  7,380,975 

  2018    1,130,000    0 n/a  6,410,000    2,401,250    0  169,110  10,110,360 
​ ​​ ​ ​​ ​​​ ​​ ​​ ​​​ ​​ ​ ​​ ​​ ​ ​​​​ ​ ​​ ​​​ ​ ​

C.A. Lampo

  2020    600,000    0 n/a  2,632,350    180,000    9,600  39,002  3,460,952 

Senior Vice President & CFO

  2019    560,000    0 n/a  1,973,860    0    9,800  71,293  2,614,953 

  2018    525,000    0 n/a  2,179,400    580,125    0  46,818  3,331,343 
​​​ ​ ​​​​ ​ ​​ ​​ ​ ​​ ​​​ ​​ ​​ ​​​ ​​ ​ ​​ ​ ​​ ​ ​

W.J. Doherty

  2020    530,000    0 n/a  1,945,650    689,000    n/a  36,308  3,200,958 

Senior Vice President

  2019    500,000    0 n/a  1,458,940    0    n/a  69,039  2,027,979 

  2018    475,000    0 n/a  1,602,500    571,188    n/a  50,041  2,698,729 
​ ​​ ​ ​​ ​​ ​ ​​​​ ​ ​​ ​​ ​ ​​ ​​​ ​​ ​​ ​​​ ​ ​​ ​​

M.W. Booker

  2020    427,000    0 n/a  1,814,850    427,000    34,400  30,799  2,734,049 

Vice President

                                   
​ ​​ ​ ​​ ​​ ​ ​​​​ ​ ​​ ​​ ​ ​​ ​​​ ​​ ​​ ​​​ ​ ​​ ​​

Y. Gu

  2020    416,992(5)   0 n/a  1,814,850    488,923(6)   n/a  0  2,720,765 

Vice President

                                   
​ ​​​ ​​ ​​ ​​​ ​​ ​ ​​ ​​ ​ ​​​​ ​ ​​ ​​ ​ ​​ ​ ​​ ​ ​
(1)
The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 1—Summary of Significant Accounting Policies; Stock-Based Compensation and Note 7—Equity; Stock-Based Compensation; Stock Options to the Company's 2020Company’s 2023 Annual Report, on Form 10-K, except that rules of the SEC require that the amounts shown in this table and its footnotes exclude the impact of assumed forfeitures, if any, related to service based vesting conditions. The amounts in this column do not correspond to the actual value that may be recognized by the named executive officers when any such option awards are actually exercised.

​
(2)

The non-equity incentive plan compensation for each year was paid in January of the following year.

​
(3)

In 2006, the Company amended its Pension Plan by freezing accruals effective December 31, 2006 for certain personnel below the age of 50 and/or with certain years of service with the Company. Simultaneously, the Company implemented employer contributions to the Amphenol 401(k) Plan and to a related non-qualified supplemental defined contribution plan, or DC SERP, for those same individuals and for certain new hires. Beginning in 2007, Messrs. Norwitt, Lampo and BookerWalter no longer accrue any additional benefits under the Pension Plan. In 2023, there was an increase in pension values for Messrs. Norwitt, Lampo and Walter of $8,800, $2,600 and $24,200, respectively, because of changes in actuarial assumptions in 2023 as compared to 2022; in 2022, there was a decrease in pension values for Messrs. Norwitt, Lampo and Walter of $59,300, $18,000 and $185,900, respectively, because of changes in actuarial assumptions in 2022 as compared to 2021. Notwithstanding that their pension benefits were frozen effective December 31, 2006, the value of the frozen benefits fluctuates as related actuarial assumptions change. The changes in pension value in each case represent the increase and decrease, respectively, in the actuarial present value of their respective benefits under the Pension Plan. In 2020, there was an increase in pension values for Messrs. Norwitt, Lampo and Booker of $32,100, $9,600 and $34,400, respectively, because of changes in actuarial assumptions in 2020 as compared to 2019. For years in which changes in actuarial assumptions result in a decrease in pension value, rather than report a negative number, a change of $0 is reported.

Mr. Messrs. Doherty doesand D’Amico do not participate in the Pension Plan. Mr. Gu does not participate in any Company sponsored retirement plan.


​

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​

(4)
"
“All Other Compensation"Compensation” consists of the following:
​
​​Name​​​Year​​​Imputed
Compensation
for Group
Life
Insurance
in Excess of
$50,000 Net
of Employee
Payments
($)		​​​Car &
Driver
($)		​​​401(k)
Company
Contribution
($)		​​​DC SERP
Company
Contribution
($)		​​​Total
($)		​​
​​R.A. Norwitt​​​​​2023​​​​​​5,382​​​​​​12,242​​​​​​21,150​​​​​​343,350​​​​​​382,124​​​
​​​2022​​​​​​5,382​​​​​​17,600​​​​​​18,300​​​​​​309,600​​​​​​350,882​​​
​​​2021​​​​​​5,382​​​​​​16,535​​​​​​17,400​​​​​​111,240​​​​​​150,557​​​
​​C.A. Lampo​​​​​2023​​​​​​3,616​​​​​​0​​​​​​21,150​​​​​​90,020​​​​​​114,786​​​
​​​2022​​​​​​3,450​​​​​​0​​​​​​18,300​​​​​​80,700​​​​​​102,450​​​
​​​2021​​​​​​3,312​​​​​​0​​​​​​17,400​​​​​​30,900​​​​​​51,612​​​
​​L. Walter​​​​​2023​​​​​​22,250​​​​​​0​​​​​​21,150​​​​​​100,166​​​​​​143,566​​​
​​​2022​​​​​​11,088​​​​​​0​​​​​​18,300​​​​​​53,342​​​​​​82,730​​​
​​​2021​​​​​​9,995​​​​​​0​​​​​​17,083​​​​​​21,961​​​​​​49,039​​​
​​W.J. Doherty​​​​​2023​​​​​​6,760​​​​​​0​​​​​​21,150​​​​​​92,750​​​​​​120,660​​​
​​​2022​​​​​​6,450​​​​​​0​​​​​​18,300​​​​​​63,600​​​​​​88,350​​​
​​​2021​​​​​​5,418​​​​​​0​​​​​​17,400​​​​​​56,940​​​​​​79,758​​​
​​L.E. D’Amico​​​​​2023​​​​​​3,064​​​​​​0​​​​​​21,150​​​​​​66,451​​​​​​90,665​​​
​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​

Name

  Year  Imputed
Compensation
for Group
Life
Insurance
in Excess of
$50,000 Net
of Employee
Payments
($)		  Car &
Driver
($)		  401(k)
Company
Contribution
($)		  DC SERP
Company
Contribution
($)		  Total
($)
 
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

R.A. Norwitt

  2020  5,382  13,215  17,100  61,800  97,497 

  2019  5,382  24,252  16,566  203,775  249,975 

  2018  3,510  20,044  14,000  131,556  169,110 
​​​ ​ ​​ ​​​ ​ ​​ ​​​ ​ ​​ ​​

C.A. Lampo

  
2020		  
3,174		  
0		  
16,928		  
18,900		  
39,002		 

  2019  2,945  0  16,740  51,608  71,293 

  2018  1,793  0  14,000  31,025  46,818 
​​​ ​ ​​​ ​​ ​ ​​​ ​​ ​ ​​​ ​

W.J. Doherty

  
2020		  
5,212		  
0		  
16,396		  
14,700		  
36,308		 

  2019  4,891  0  16,677  47,471  69,039 

  2018  2,473  0  15,255  32,313  50,041 
​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​

M.W. Booker

  
2020		  
6,351		  
0		  
15,991		  
8,457		  
30,799		 
​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​

Y. Gu

  
2020		  
0		  
0		  
0		  
0		  
0		 
​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​
(5)
Converted from Renminbi Yuan to US dollars using the average monthly exchange rates in 2020 on page 37.

(6)
Converted from Renminbi Yuan to US dollars using the average US dollar to Renminbi Yuan exchange rate of 0.1546 reported by Bloomberg in January 2021, the month in which the amount was paid.

Section 162(m) of the Internal Revenue Code

Section 162(m) of the Code places a limit of $1,000,000 per person on the amount of compensation that a public company may deduct in any year with respect to certain current or former executive officers. The Compensation Committee believes that stockholder interests are best served by not restricting the Committee'sCommittee’s flexibility in structuring compensation plans, even though such plans may result in non-deductible compensation expenses. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for U.S. federal income tax purposes.

Employment Agreements

In conjunction with accepting each stock option award, all option award recipients, including each of the named executive officers, becomes party to a stock option agreement with the Company which contemplates, among other things, that a terminated employee may be paid, at the Company'sCompany’s discretion, fifty percent of base salary in the form of salary continuation following his/her termination for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company.

Pursuant to an employment letter agreement with the Company dated March 22, 1999, the Company has agreed that if Mr. Walter is terminated by the Company without cause, the Company is obligated to (i) pay him lump sum severance equal to 100% of the base compensation he received in the twelve-month period preceding his termination and (ii) relocate him to France if he so chooses.
Except as set forth above, none of the named executive officers are parties to any employment agreements with the Company.

Stock Option Plans

In May 2017, stockholders approved and the Company adopted the 2017 Stock Purchase and Option Plan.Plan for Key Employees of Amphenol and Subsidiaries (the “Original 2017 Option Plan”) and in May 2021, stockholders approved and the Company adopted the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (together with the Original 2017 Option Plan, the “2017 Option Plan”). While options remain outstanding under the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, as amended (the "2009“2009 Option Plan"Plan”), the Company ceased granting options under the 2009


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Option Plan at the time the 2017 Option Plan was adopted. The 2009


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Option Plan and the 2017 Option Plan are collectively referred to herein as the "Company's“Company’s Option Plans"Plans”. The Company'sCompany’s Option Plans provide for the granting of an option to purchase shares not intended or not qualifying as an incentive stock option as defined in Section 422 of the Internal Revenue Code.

No options can be granted at less than the fair market value of the Company'sCompany’s Common Stock on the date of the grant. The Company is not able to grant any restricted stock awards, stock appreciation rights, dividend equivalent rights, performance units, performance shares or any other stock-based grants other than non-qualified options under the Company'sCompany’s Option Plans, and stockholder approval is required for any material amendments. Refer to Proposal 4 on page 55 to review a proposed amendment to the 2017 Option Plan to increase the number of options authorized to be granted under such plan. Option awards vest in equal annual installments over a five-year period and have a ten-year term. In the event of a death or disability (as defined in the plans), assuming the minimum service requirements have been satisfied, a participant will immediately vest in all outstanding options. The Compensation Committee has discretion to allow continued vesting of unvested options following termination of employment due to retirement at age 65 or older with at least five years of employment with the Company or following termination of employment due to retirement at age 55 or older with at least ten years of employment with the Company. Vesting stops under most other termination situations.

A total of 12,197,4005,918,510 options were granted under the 2017 Option Plan in May 20202023 at an exercise price of $45.10$75.80 to 750approximately 900 employees of the Company including the named executive officers. An aggregate of 31,080147,004 options at exercise prices ranging from $51.31$75.80 to $65.80$88.77 were also granted under the 2017 Option Plan at other times in 20202023 to other employees. The 2017 Option Plan limits the number of options that may be granted to any one participant in any fiscal year to not more than 3,000,000 options, which may be doubled during the first fiscal year a participant commences employment with the Company and/or its subsidiaries.

Of the 60,000,000100,000,000 shares of Common Stock reserved for issuance pursuant to the 2017 Option Plan, 10,101,12031,317,939 shares are available for future option grants as of April 1, 2021. Refer to Proposal 4 on page 55 to review a proposed amendment to the 2017 Option Plan to increase the number of options authorized to be granted under such plan to 100,000,000 shares.

March 18, 2024.

The exercise prices of the 21,046,4664,534,999 options outstanding as of April 1, 2021March 18, 2024 under the 2009 Option Plan range from $13.31$23.85 to $32.43 .$28.99. The exercise prices of the 46,346,90453,151,140 options outstanding as of April 1, 2021March 18, 2024 under the 2017 Option Plan range from $36.45 to $65.80.$89.55. On April 1, 2021,March 18, 2024, the market value per share of Common Stock was $67.05$109.59 (determined by reference to the closing price listed on the New York Stock Exchange, Inc. Composite Tape).

Repricing of Options/Granting of SARs

        Options were automatically repriced and option awards have been restated on a ratable basis in connection with the March 2021 two-for-one stock split to reflect said stock split. Other than this, during

During the last fiscal year, the Company did not reprice any options nor did it grant any SARs. The Company'sCompany’s Option Plans do not provide for the granting of SARs or any other stock-based grants.



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GRANTS OF PLAN BASED AWARDS IN FISCAL YEAR 2020

2023
​​Name​​​Grant
Date		​​​Estimated Possible Payouts Under
Non-Equity Incentive
Plan Awards(1)		​​​Estimated Future Payouts
Under Equity Incentive
Plan Awards		​​​All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)		​​​All
Other
Option
Awards:
Number
of
Securities
Under-
lying
Options
(#)		​​​Exercise
or Base
Price of
Option
Awards
($/Sh)		​​​Full
Grant
Date
Fair
Value
($)(2)		​​
​Threshold
($)		​​​Target
($)		​​​Maximum
($)		​​​Threshold
#		​​​Target
#		​​​Maximum
#		​​
​​R.A. Norwitt​​​​​2/1/23​​​​​​0​​​​​​2,182,500​​​​​​4,365,000​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​
​​​5/19/23​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​425,973​​​​​​75.80​​​​​​9,098,783​​​
​​C.A. Lampo​​​​​2/1/23​​​​​​0​​​​​​544,000​​​​​​1,088,000​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​
​​​5/19/23​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​136,626​​​​​​75.80​​​​​​2,918,331​​​
​​L. Walter​​​​​2/1/23​​​​​​n/a​​​​​​566,250​​​​​​1,132,500​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​
​​​5/19/23​​​​​​0​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​163,109​​​​​​75.80​​​​​​3,484,008​​​
​​W.J. Doherty​​​​​2/1/23​​​​​​n/a​​​​​​510,000​​​​​​1,020,000​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​
​​​5/19/23​​​​​​0​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​n/a​​​​​​163,109​​​​​​75.80​​​​​​3,484,008​​​
​​L.E. D’Amico​​​​​
​		2/1/23
5/19/23		​​​​​​
​		n/a
0		​​​​​​
​		406,000
n/a		​​​​​​
​		812,000
n/a		​​​​​​
​		n/a
n/a		​​​​​​
​		n/a
n/a		​​​​​​
​		n/a
n/a		​​​​​​
​		n/a
n/a		​​​​​​
​		n/a
85,180		​​​​​​
​		n/a
75.80		​​​​​​
​		n/a
1,819,445		​​​
​
(1)
​ ​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​​​ ​​ ​​​ ​​ ​ ​​​ ​
Name










 Grant
Date









 Estimated Possible Payouts Under
Non-Equity Incentive
Plan Awards(1)		 Estimated Future Payouts
Under Equity Incentive
Plan Awards		 All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)

 All
Other
Option
Awards:
Number
of
Securities
Under-
lying
Options
(#)
 Exercise
or Base
Price of
Option
Awards
($/Sh)





 Full
Grant
Date
Fair
Value
($)(2)





 
 Threshold
($)





 Target
($)





 Maximum
($)





 Threshold
#





 Target
#





 Maximum
#





 
​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​​ ​​ ​​ ​​ ​​​ ​ ​​​ ​

R.A. Norwitt

  1/28/20  0  1,972,500  3,945,000 n/a n/a n/a n/a  n/a  n/a  n/a 

  5/21/20  n/a  n/a  n/a n/a n/a n/a n/a  710,000  45.10  5,804,250 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​​ ​​ ​​ ​​ ​ ​​ ​ ​​ ​​

C.A. Lampo

  
1/28/20		  
0		  
450,000		  
900,000		 

n/a

 

n/a

 

n/a

 

n/a

  
n/a		  
n/a		  
n/a		 

  5/21/20  n/a  n/a  n/a n/a n/a n/a n/a  322,000  45.10  2,632,350 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​​ ​​ ​​ ​​ ​ ​​ ​ ​​ ​​

W.J. Doherty

  
1/28/20		  
0		  
344,500		  
689,000		 

n/a

 

n/a

 

n/a

 

n/a

  
n/a		  
n/a		  
n/a		 

  5/21/20  n/a  n/a  n/a n/a n/a n/a n/a  238,000  45.10  1,945,650 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​​ ​​​​ ​​ ​​​ ​ ​​ ​​

M.W. Booker

  
1/28/20		  
0		  
213,500		  
427,000		 

n/a

 

n/a

 

n/a

 

n/a

  
n/a		  
n/a		  
n/a		 

  5/21/20  n/a  n/a  n/a n/a n/a n/a n/a  222,000  45.10  1,814,850 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​​ ​​ ​​ ​​ ​ ​​ ​ ​​ ​​

Y. Gu

  
1/28/20		  
0		  
225,644
(3)		 
451,288
(3)

n/a

 

n/a

 

n/a

 

n/a

  
n/a		  
n/a		  
n/a		 

  5/21/20  n/a  n/a  n/a n/a n/a n/a n/a  222,000  45.10  1,814,850 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​​ ​​​​ ​​ ​​​ ​ ​​ ​​
(1)
The amounts in the columns under the title Estimated Possible Payouts Under Non-Equity Incentive Plan Awards reflectReflects the possible payouts under the Company's 2020Company’s 2023 Management Incentive Plan. The 20202023 Management Incentive Plan is a single-year plan with a single-year performance measure that became final and effective when approved by the Company'sCompany’s Board of Directors in January 2020February 2023 and terminated December 31, 2020.2023. This plan is described in more detail in Performance-Based Incentive Plans on page 29.36. The non-equity incentive plan compensation for 20202023 for all plan participants including the named executive officers was paid if at all, in January 2021.2024. Amounts actually paid to the named executive officers are indicated in the Summary Compensation Table on page 39.

46.
​
(2)
The amounts in the column titled Full Grant Date Fair Value reflect
Reflects the full grant date fair value of the option awards granted on May 21, 2020,19, 2023, as indicated in the table, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 1—Summary of Significant Accounting Policies; Stock-Based Compensation and Note 7—Equity; Stock-Based Compensation; Stock Options to the Company's 2020Company’s 2023 Annual Report, on Form 10-K, except that rules of the SEC require that the amounts shown in this table and its footnotes exclude the impact of assumed forfeitures, if any, related to service based vesting conditions. The amounts reflected in this column do not correspond to the actual value that may be recognized by the named executive officers when these options are actually exercised.

(3)
The amounts were calculated using a budgeted US dollar to Renminbi Yuan exchange rate of 0.1427 using rates reported by Bloomberg in November 2019.

​


49
TABLE OF CONTENTS

Table of Contents​



OUTSTANDING EQUITY AWARDS AT 20202023 FISCAL YEAR END

​​Name​​​Option Awards(1)​​​Stock Awards(2)​​
​Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable		​​Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable		​​Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		​​Option
Exercise
Price
($)		​​Option
Expiration
Date		​​​Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)		​​Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)		​​Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)		​​Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units, or
Other Rights
That Have
Not Vested
($)		​​
​​R.A. Norwitt​​​​​1,170,000​​​​​0​​​​​n/a​​​​​36.45​​​May 18, 2027​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​1,000,000​​​​​0​​​​​n/a​​​​​43.99​​​May 17, 2028​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​760,000​​​​​190,000(3)​​​​​n/a​​​​​44.74​​​May 22, 2029​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​426,000​​​​​284,000(4)​​​​​n/a​​​​​45.10​​​May 20, 2030​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​226,400​​​​​339,600(5)​​​​​n/a​​​​​66.59​​​May 19, 2031​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​101,016​​​​​404,068(6)​​​​​n/a​​​​​67.59​​​May 18, 2032​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​0​​​​​425,973(7)​​​​​n/a​​​​​75.80​​​May 18, 2033​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​C.A. Lampo​​​​​300,000​​​​​0​​​​​n/a​​​​​28.99​​​May 25, 2026​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​400,000​​​​​0​​​​​n/a​​​​​36.45​​​May 18, 2027​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​340,000​​​​​0​​​​​n/a​​​​​43.99​​​May 17, 2028​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​257,600​​​​​64,400(3)​​​​​n/a​​​​​44.74​​​May 22, 2029​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​193,200​​​​​128,800(4)​​​​​n/a​​​​​45.10​​​May 20, 2030​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​72,000​​​​​108,000(5)​​​​​n/a​​​​​66.59​​​May 19, 2031​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​32,200​​​​​128,800(6)​​​​​n/a​​​​​67.59​​​May 18, 2032​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​0​​​​​136,626(7)​​​​​n/a​​​​​75.80​​​May 18, 2033​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​L. Walter​​​​​250,000​​​​​0​​​​​n/a​​​​​43.99​​​May 17, 2028​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​190,400​​​​​47,600(3)​​​​​n/a​​​​​44.74​​​May 22, 2029​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​142,800​​​​​95,200(4)​​​​​n/a​​​​​45.10​​​May 20, 2030​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​53,200​​​​​79,800(5)​​​​​n/a​​​​​66.59​​​May 19, 2031​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​25,386​​​​​101,546(8)​​​​​n/a​​​​​86.50​​​Jan 2, 2032​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​0​​​​​163,109(7)​​​​​n/a​​​​​75.80​​​May 18, 2033​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​W.J. Doherty​​​​​150,000​​​​​0​​​​​n/a​​​​​43.99​​​May 17, 2028​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​190,400​​​​​47,600(3)​​​​​n/a​​​​​44.74​​​May 22, 2029​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​142,800​​​​​95,200(4)​​​​​n/a​​​​​45.10​​​May 20, 2030​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​53,200​​​​​79,800(5)​​​​​n/a​​​​​66.59​​​May 19, 2031​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​25,386​​​​​101,546(8)​​​​​n/a​​​​​86.50​​​Jan 2, 2032​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​0​​​​​163,109(7)​​​​​n/a​​​​​75.80​​​May 18, 2033​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​L.E. D’Amico​​​​​160,000​​​​​0​​​​​n/a​​​​​43.99​​​May 17, 2028​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​160,000​​​​​40,000(3)​​​​​n/a​​​​​44.74​​​May 22, 2029​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​120,000​​​​​80,000(4)​​​​​n/a​​​​​45.10​​​May 20, 2030​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​44,800​​​​​67,200(5)​​​​​n/a​​​​​66.59​​​May 19, 2031​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​20,000​​​​​80,000(6)​​​​​n/a​​​​​67.59​​​May 18, 2032​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​​​0​​​​​85,180(7)​​​​​n/a​​​​​75.80​​​May 18, 2033​​​​​n/a​​​​​n/a​​​​​n/a​​​​​n/a​​​
​
(1)
​ ​​ ​ ​​ ​​​ ​​ ​​​ ​ ​​​​ ​​ ​​
Name

 Option Awards(1) Stock Awards(2)

  Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable		  Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable		 Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		  Option
Exercise
Price
($)		  Option
Expiration
Date		 Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)		 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)		 Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)		 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units, or
Other Rights
That Have
Not Vested
($)
​ ​​ ​​​ ​ ​​​​ ​ ​​​ ​​ ​​​​ ​​

R.A. Norwitt

  1,200,000  0 n/a  23.86  May 21, 2024 n/a n/a n/a n/a

  1,200,000  0 n/a  28.99  May 20, 2025 n/a n/a n/a n/a

  1,040,000  260,000(3)n/a  29.00  May 25, 2026 n/a n/a n/a n/a

  702,000  468,000(4)n/a  36.45  May 18, 2027 n/a n/a n/a n/a

  400,000  600,000(5)n/a  43.99  May 17, 2028 n/a n/a n/a n/a

  190,000  760,000(6)n/a  44.75  May 22, 2029 n/a n/a n/a n/a

  0  710,000(7)n/a  45.10  May 20, 2030 n/a n/a n/a n/a
​​​ ​ ​​​ ​​ ​​ ​​​ ​ ​​ ​​ ​​ ​​

C.A. Lampo

  144,000  0 n/a  23.86  May 21, 2024 n/a n/a n/a n/a

  300,000  0 n/a  28.99  May 20, 2025 n/a n/a n/a n/a

  288,000  72,000(3)n/a  29.00  May 25, 2026 n/a n/a n/a n/a

  240,000  160,000(4)n/a  36.45  May 18, 2027 n/a n/a n/a n/a

  136,000  204,000(5)n/a  43.99  May 17, 2028 n/a n/a n/a n/a

  64,400  257,600(6)n/a  44.75  May 22, 2029 n/a n/a n/a n/a

  0  322,000(7)n/a  45.10  May 20, 2030 n/a n/a n/a n/a
​ ​​​ ​​ ​ ​​​​ ​ ​​ ​​​ ​​ ​​​​

W.J. Doherty

  0  60,800(3)n/a  29.00  May 25, 2026 n/a n/a n/a n/a

  65,200  116,800(4)n/a  36.45  May 18, 2027 n/a n/a n/a n/a

  100,000  150,000(5)n/a  43.99  May 17, 2028 n/a n/a n/a n/a

  47,600  190,400(6)n/a  44.75  May 22, 2029 n/a n/a n/a n/a

  0  238,000(7)n/a  45.10  May 20, 2030 n/a n/a n/a n/a
​​​ ​ ​​ ​​​ ​​ ​ ​​ ​ ​​ ​​​​ ​​

M.W. Booker

  280,000  0 n/a  28.99  May 20, 2025 n/a n/a n/a n/a

  243,200  60,800(3)n/a  29.00  May 25, 2026 n/a n/a n/a n/a

  120,000  80,000(4)n/a  36.45  May 18, 2027 n/a n/a n/a n/a

  80,000  120,000(5)n/a  43.99  May 17, 2028 n/a n/a n/a n/a

  44,400  177,600(6)n/a  44.75  May 22, 2029 n/a n/a n/a n/a

  0  222,000(7)n/a  45.10  May 20, 2030 n/a n/a n/a n/a
​ ​​​ ​​ ​ ​​​​ ​ ​​ ​​​ ​​ ​​​​

Y. Gu

  60,000  0 n/a  23.86  May 21, 2024 n/a n/a n/a n/a

  70,000  0 n/a  28.99  May 20, 2025 n/a n/a n/a n/a

  160,000  40,000(8)n/a  25.44  Jan 04, 2026 n/a n/a n/a n/a

  164,400  109,600(3)n/a  36.45  May 18, 2027 n/a n/a n/a n/a

  93,600  140,400(4)n/a  43.99  May 17, 2028 n/a n/a n/a n/a

  44,400  177,600(5)n/a  44.75  May 22, 2029 n/a n/a n/a n/a

  0  222,000(6)n/a  45.10  May 22, 2030 n/a n/a n/a n/a
​ ​​ ​ ​​ ​ ​​ ​​​ ​​ ​ ​​​​ ​​ ​​
(1)
All options currently outstanding vest at a rate of 20% per year over the first five years of the ten-year option term, subject to certain exceptions.

​
(2)

No stock awards are contemplated or provided for under the Company'sCompany’s stock option plans or any other employee plan administered by the Company.

​
(3)

Of this unvested portion of stock options, 100% is scheduled to vest on May 26, 2021.

23, 2024.
​
(4)

Of this unvested portion of stock options, 50% is scheduled to vest on each of May 19, 202121, 2024 and May 19, 2022.

21, 2025.
​
(5)

Of this unvested portion of stock options, 33% is scheduled to vest on each of May 18, 2021,20, 2024, May 18, 202220, 2025 and May 18, 2023.

20, 2026.
​
(6)

Of this unvested portion of stock options, 25% is scheduled to vest on each of May 23, 2021,19, 2024, May 23, 2022,19, 2025, May 23, 202319, 2026 and May 23, 2024.

19, 2027.
​
(7)

Of this unvested portion of stock options, 20% is scheduled to vest on each of May 21, 2021,19, 2024, May 21, 2022,19, 2025, May 21, 202319, 2026, May 19, 2027 and May 21, 2024 and May 21, 2025.

19, 2028.
​
(8)

Of this unvested portion of stock options, 100% vested25% is scheduled to vest on each of January 3, 2021.2024, January 3, 2025, January 3, 2026, and January 3, 2027.

​


50
TABLE OF CONTENTS

Table of Contents​

​​


OPTION EXERCISES AND STOCK VESTED FOR THE 20202023 FISCAL YEAR

​​Name​​​Option Awards​​​Stock Awards​​
​Number of Shares
Acquired on Exercise
(#)		​​Value Realized on
Exercise
($)		​​​Number of Shares
Acquired on Vesting
(#)		​​Value Realized on
Vesting ($)		​​
​​R.A. Norwitt​​​​​1,300,000​​​​​72,286,500​​​​​​n/a​​​​​n/a​​​
​​C.A. Lampo​​​​​360,000​​​​​21,091,800​​​​​​n/a​​​​​n/a​​​
​​L. Walter​​​​​292,000​​​​​14,927,040​​​​​​n/a​​​​​n/a​​​
​​W.J. Doherty​​​​​50,000​​​​​2,219,500​​​​​​n/a​​​​​n/a​​​
​​L.E. D’Amico​​​​​100,000​​​​​4,586,250​​​​​​n/a​​​​​n/a​​​
​​​ ​ ​​ ​​​ ​​
 
 Option Awards Stock Awards
Name



 Number of Shares
Acquired on Exercise
(#)
 Value Realized on
Exercise
($)
 Number of Shares
Acquired on Vesting
(#)
 Value Realized on
Vesting ($)
​ ​​ ​ ​​ ​ ​​ ​​

R.A. Norwitt

  1,050,000  34,207,160 n/a n/a

C.A. Lampo

  88,000  1,329,708 n/a n/a

W.J. Doherty

  210,800  4,236,398 n/a n/a

M.W. Booker

  88,000  2,879,298 n/a n/a

Y. Gu

  56,000  2,364,459 n/a n/a
​ ​​ ​​​ ​ ​​​​


PENSIONS AND DEFERRED COMPENSATION

Pension Plan

Pension Plan Background.   Certain employees of the Company and its U.S. subsidiaries are eligible to participate in the Pension Plan for Employees of Amphenol Corporation, referred to as the Pension Plan, which is a defined benefit pension plan. Benefits are calculated based on the section of the Pension Plan in which an employee participates. The Company also sponsors a supplemental employee retirement plan (the "SERP"“SERP”) which provides for the payment of the portion of an annual pension which cannot be paid from the Pension Plan as a result of limitations contained in the Internal Revenue Code of 1986, as amended (the "Internal“Internal Revenue Code"Code”).

In 2006, the Company amended the Pension Plan by freezing accruals effective December 31, 2006 for personnel with less extensive service (referred to as the "non-grandfathered participants"“non-grandfathered participants”). In connection with the freezing of accruals under the Pension Plan, beginning in 2007, the Company implemented employer contributions to the Amphenol 401(k) Plan and to a related non-qualified supplemental defined contribution plan for non-grandfathered participants and certain new employees of the Company and its U.S. subsidiaries. Grandfathered participants will continue to accrue incremental benefits under the Pension Plan and the SERP and will continue to be eligible to participate in the Amphenol 401(k) plan with no employer contributions.

Messrs. Doherty and GuD’Amico do not participate in the Pension Plan or the SERP. Mr. Lampo participates in the Pension Plan but not the SERP. The other named executive officers participate in the Pension Plan and the SERP as non-grandfathered participants. Non-employee directors do not participate in the Pension Plan, although Messrs. Loeffler and Jepsen participated in the Pension Plan and the SERP during their prior employment with the Company.


General Provisions of the Pension Plan.   The normal retirement date under the Pension Plan is the first day of the month following a participant'sparticipant’s 65th birthday. A participant may also retire as of the first day of any month subsequent to the participant'sparticipant’s 55th birthday and completion of either five or ten years of service, however, a participant'sparticipant’s normal retirement benefit is reduced by as much as 50% if payment of retirement benefits commences upon early retirement. Retirement benefits are paid in the form of a life annuity (generally a reduced joint and survivor annuity for married participants). The Company has a policy that prohibits granting extra years of credited service under the Pension Plan.

For the section of the Pension Plan in which Mr. Norwitt participated, the annual normal retirement benefit is equal to the greater of: (i) 1.1% of the participant'sparticipant’s final average pensionable compensation multiplied by the participant'sparticipant’s years of credited service or (ii) 1.8% of the participant'sparticipant’s final average pensionable compensation multiplied by the participant'sparticipant’s years of credited service not in excess of 25 (1% for years in excess of 25) reduced by 2% of the participant'sparticipant’s estimated annual social security benefit multiplied by the participant'sparticipant’s years of credited service not in excess of 30. Average pensionable compensation is equal to the participant'sparticipant’s average annual total compensation, excluding bonuses and incentive plan payments, during the three years prior to the Pension Plan being frozen.


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For the section of the Pension Plan in which Mr.Messrs. Lampo and Walter participated, the annual normal retirement benefit is equal to the greater of: (i) 2% of the participant'sparticipant’s final average pensionable compensation multiplied by the participant'sparticipant’s years of credited service not in excess of 25 less 2% of the participant'sparticipant’s estimated


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annual social security benefit multiplied by the participant'sparticipant’s years of credited service not in excess of 25 or (ii) 1.5% of average pensionable compensation multiplied by credited service not in excess of 15 years. Average pensionable compensation is equal to the participant'sparticipant’s average annual compensation, including bonuses and incentive payments, during the five years immediately prior to the Pension Plan being frozen.

        For the section of the Pension Plan in which

Mr. Booker participated, the annual normal retirement benefit is equal to the greater of: (i) 2% of the participant's final average pensionable compensation multiplied by the participant's years of credited service not in excess of 25 plus 0.5% final average pensionable compensation multiplied by the participant's years of credited service in excess of 25 years less 2% of the participant's estimated annual social security benefit multiplied by the participant's years of credited service not in excess of 25 or (ii) the total of $96.00 plus 0.75% of average pensionable compensation multiplied by credited service up to 30 years. Average pensionable compensation is equal to the participant's average annual compensation, including bonuses and incentive payments, during the five years immediately prior to the Pension Plan being frozen.


        Mr. Booker'sWalter’s Retirement Benefit Assuming He Elects Early Retirement.   Mr. BookerWalter meets the age and service requirements for early retirement under his section of the Pension Plan. If Mr. BookerWalter were to have elected early retirement as of December 31, 2020,2023, he could have elected to receive his accrued benefit starting at age 65 or a reduced benefit commencing as of his retirement date.immediately. The reduced benefit would be equal to the benefit that would otherwise be payable at his normal retirement date ($1,564$2,449 per month payable from the Pension Plan and $0$2,788 per month payable from the SERP), reduced by 1/180th for each of the first 60 months and by 1/360th for each of the months more than 60 by which Mr. Booker's hypothetical early retirement date precedes his normal retirement date (i.e. 40 months). Using this formula, Mr. Booker's early retirement benefit, if he had elected early retirement as of December 31, 2020, would have been $1,216 per month payable from the Pension Plan and $0 per month payable from the SERP.


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Pension Benefits for the 20202023 Fiscal Year

​​Name​​​Plan Name​​​Number of Years of
Credited Service
(#)(1)		​​​Present Value of
Accumulated Benefit
($)(2)		​​​Payments During
Last Fiscal Year
($)		​​
​​R.A. Norwitt(3)​​​Pension Plan​​​​​3.0​​​​​​76,200​​​​​​0​​​
​SERP​​​​​3.0​​​​​​25,600​​​​​​0​​​
​​C.A. Lampo​​​Pension Plan​​​​​1.0​​​​​​30,200​​​​​​0​​​
​SERP​​​​​n/a​​​​​​n/a​​​​​​n/a​​​
​​L. Walter(4)​​​Pension Plan​​​​​8.0​​​​​​362,300​​​​​​0​​​
​SERP​​​​​8.0​​​​​​413,600​​​​​​0​​​
​​W.J. Doherty(5)​​​n/a​​​​​n/a​​​​​​n/a​​​​​​n/a​​​
​​L.E. D’Amico(5)​​​n/a​​​​​n/a​​​​​​n/a​​​​​​n/a​​​
​
(1)
​ ​​ ​​​ ​​ ​ ​​​ ​

Name

 Plan Name  Number of Years of
Credited Service
(#)(1)		  Present Value of
Accumulated Benefit
($)(2)		  Payments During
Last Fiscal Year
($)		 
​ ​​ ​​ ​ ​​ ​ ​​ ​​

R.A. Norwitt(3)

 Pension Plan for Employees of Amphenol Corporation  3.0  121,200  0 
​​​ ​​​ ​​ ​ ​​​ ​

 Amphenol Corporation Supplemental Employee Retirement Plan  3.0  41,700  0 
​ ​​ ​​​ ​​ ​ ​​​ ​

C.A. Lampo

 Pension Plan for Employees of Amphenol Corporation  1.0  48,700  0 
​​​ ​​​ ​​ ​ ​​​ ​

 Amphenol Corporation Supplemental Employee Retirement Plan  1.0  0  0 
​ ​​ ​​​ ​​ ​ ​​​ ​

W.J. Doherty(4)

 n/a  n/a  n/a  n/a 
​ ​​ ​​​ ​​ ​ ​​​ ​

M.W. Booker(5)

 Pension Plan for Employees of Amphenol Corporation  5.0  277,000  0 
​​​ ​​​ ​​ ​ ​​​ ​

 Amphenol Corporation Supplemental Employee Retirement Plan  5.0  0  0 
​ ​​ ​​​ ​​ ​ ​​​ ​

Y. Gu(4)

 n/a  n/a  n/a  n/a 
​ ​​ ​​​ ​​ ​ ​​​ ​
(1)
Credited service was frozen as of December 31, 2006 for Messrs. Norwitt, Lampo and Booker.

Walter.
​
(2)

Computed as of December 31, 2020,2023, the same Pension Plan measurement date used for financial statement reporting purposes with respect to the Company'sCompany’s audited 20202023 financial statements. Calculation of present value reflects FASB ASC Topic 715, "Compensation“Compensation Retirement Benefits"Benefits”, disclosure assumptions described in Note 9—Benefit Plans and Other Postretirement Benefits to the Company's 2020Company’s 2023 Annual Report on Form 10-K.

Report.
​
(3)

Although Mr. Norwitt had been employed with the Company or its subsidiaries for approximately eight years as of December 31, 2006, when his credited service was frozen, he has only 3.0 years of credited service in the Pension Plan and the SERP. Prior to becoming directly employed by Amphenol Corporation and joining the Pension Plan and the SERP, Mr. Norwitt was employed by Amphenol East Asia Limited, a Hong Kong subsidiary of the Company.

​
(4)
Messrs. Doherty and Gu do not participate in the Pension Plan or the SERP.

(5)

Although Mr. BookerWalter had been employed with the Company or its subsidiaries for approximately 623 years when his credited service was frozen, he has only 5.08.0 years of credited service in the Pension Plan and the SERP. Prior to becoming directly employed by Amphenol Corporation and joining the Pension Plan and the SERP, Mr. BookerWalter was employed by an EnglishAmphenol Socapex SAS, a French subsidiary of the Company. Mr. Booker received a lump sum for his frozen SERP benefit
​
(5)
Messrs. Doherty and D’Amico do not participate in 2012 due to its small value. With the lump sum payment, there are no further pension SERP benefits due to Mr. Booker.Pension Plan or the SERP.


​
Pension Plan and 401(k) Plan.   Beginning on January 1, 2007, non-grandfathered participants in the Pension Plan, including Messrs. Norwitt, Lampo and Booker,Walter, and most U.S.-based employees who were not participants in the Pension Plan as of December 31, 2006, including Mr. Doherty and Mr. D’Amico, have been provided a Company contribution to their Company qualified 401(k) savings plan (the "Amphenol“Amphenol 401(k) Plan"Plan”) accountsaccounts. In 2023, the Company contribution was equal to 2%3% of their covered earnings. Noearnings (for which no employee contribution is required for this 2%required) and in addition the Company contribution.matched 50% of the employee’s first 8% contribution of their covered earnings. Covered earnings include base salary and incentive plan compensation. In addition, the Company matches 100% of


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the employee's first 3% contribution of their covered earnings to his or her Amphenol 401(k) Plan account, including the accounts of Messrs. Norwitt, Lampo and Booker.

        Pursuant to the Amphenol 401(k) Plan, during the first four years of a participant's employment with the Company, the employer contribution vests 25% per year for each year of service. After four full years of employment with the Company, the employer contribution is fully vested historically and on a going forward basis. Each of Messrs. Norwitt, Lampo and Booker are fully vested in all employer contributions.

The Company also sponsors a non-qualified supplemental defined contribution plan (the "DC SERP"“DC SERP”) for selected non-grandfathered participants in the Amphenol 401(k) Plan. Each of our named executive officers except Messrs. Doherty and Gu participates in the DC SERP. Participants in the DC SERP are credited with a 5%an 8% employer contribution on compensation in excess of the limitations imposed by the Internal Revenue Code. Each participating named executive officer is also permitted to defer up to 5%8% of his estimated compensation in excess of the limitations imposed by the Internal Revenue Code to a DC SERP account. A participant may elect to defer base salary and non-equity incentive plan compensation under the DC SERP and a participant'sparticipant’s election to defer compensation is made prior to the beginning of each year and is binding for the applicable year. The participant concurrently selects the timing of the distribution of their deferred compensation. Distributions may occur upon termination of employment (which could include retirement, death or disability)


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or upon a specified future date while still employed (an "in-service distribution"“in-service distribution”), as elected by the participant. For the named executive officers, any distribution payable on account of termination of employment will not occur until after six months following termination of employment pursuant to Section 409A of the Internal Revenue Code. Compensation deferred by participants and any matching contributions made by the Company are credited to a bookkeeping account that represents the Company'sCompany’s unsecured obligation to repay the participant in the future.

Nonqualified Deferred Compensation for the 20202023 Fiscal Year

​​Name​​​Executive
Contributions in
Last Fiscal Year
($)(1)		​​​Registrant
Contributions in
Last Fiscal Year
($)(2)		​​​Aggregate
Earnings in Last
Fiscal Year
($)(3)		​​​
Aggregate
Withdrawals/​
Distributions
($)(4)
​​​Aggregate
Balance at Last
Fiscal Year-End
($)(5)		​​
​​R.A. Norwitt​​​​​361,200​​​​​​343,350​​​​​​1,105,130​​​​​​0​​​​​​6,310,740​​​
​​C.A. Lampo​​​​​94,150​​​​​​90,020​​​​​​192,223​​​​​​0​​​​​​995,119​​​
​​L. Walter​​​​​0​​​​​​100,166​​​​​​52,550​​​​​​(53,955)​​​​​​312,816​​​
​​W.J. Doherty​​​​​74,200​​​​​​92,750​​​​​​143,642​​​​​​0​​​​​​809,087​​​
​​L.E. D’Amico​​​​​66,185​​​​​​66,451​​​​​​96,839​​​​​​0​​​​​​573,437​​​
​
(1)
​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​

Name

  Executive
Contributions in
Last Fiscal Year
($)(1)		  Registrant
Contributions in
Last Fiscal Year
($)(2)		  Aggregate
Earnings in Last
Fiscal Year
($)(3)		  Aggregate
Withdrawals/
Distributions
($)		  Aggregate
Balance at Last
Fiscal Year-End
($)(4)		 
​​​ ​ ​​ ​ ​​ ​​​ ​ ​​​ ​

R.A. Norwitt

  59,400  61,800  727,883  0  4,244,979 

C.A. Lampo

  51,312  18,900  91,790  0  548,768 

W.J. Doherty

  47,184  14,700  28,027  0  365,892 

M.W. Booker

  0  8,457  24,661  0  134,984 

Y. Gu(5)

  n/a  n/a  n/a  n/a  n/a 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​
(1)
This column also includesIncludes amounts credited in the first ten days of 20212024 relating to the 20202023 earnings and contributions by the executive.

​
(2)
The amounts in
Reflects the column titled "Registrant Contributions in Last Fiscal Year" reflect the Company'sCompany’s allocation to the DC SERP for the benefit of Messrs. Norwitt, Lampo, Doherty and Bookereach named executive officer for the 20202023 fiscal year, and are included in the amounts in the table "All“All Other Compensation"Compensation” under footnote (4) on page 4047 and in the Summary Compensation Table on page 39.46. This column also includes amounts credited by the Company in the first ten days of 20212024 relating to 20202023 earnings and contributions of the executive.

​
(3)
The amounts in the column titled "Aggregate Earnings in Last Fiscal Year" reflect
Reflects the notational earnings of Messrs. Norwitt, Lampo, Doherty and Bookereach named executive officer in the DC SERP determined by tracking the increase in value in the bookkeeping account of the hypothetical investment options selected by each of Messrs. Norwitt, Lampo, Doherty and Bookernamed executive officer for the current year and prior year deferred and matching contributions. The notational earnings or losses in this column are not included in the Summary Compensation Table on page 3946 because such notational earnings or losses relate to the

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    increase or decrease in value of compensation the individual elected to defer and such increase or decrease is based on market rates that are determined by reference to mutual funds.

​
(4)
The amounts in the column titled "Aggregate Balance at Last Fiscal Year-End" reflect
Mr. Walter had a pre-scheduled distribution on January 17, 2023.
​
(5)
Reflects the notational amounts in each named executive officer'sofficer’s DC SERP as of the last day of the 20202023 fiscal year. This column does not include amounts credited in the first ten days of 20212024 relating to 20202023 earnings and contributions by the executive or the Company. The following table indicates the portion of the Aggregate Balance that was reported as compensation as a DC SERP Company contribution reflected in the "All“All Other Compensation"Compensation” column in the Summary Compensation Table in the Company'sCompany’s prior year proxy statements since the DC SERP was initiated in January 2007 or would have been reported had the executive been a named executive officer in those years. Any prior distributions have not been subtracted from the amounts below.
​
Name​​
Name
Amounts That Were Reported

As Compensation in Prior Year
Proxy Statements ($)

R.A. Norwitt

1,082,298​

C.A. Lampo

R.A. Norwitt		​​149,835​​1,564,938​​

W.J. Doherty

C.A. Lampo		​​121,654​​280,335​​

M.W. Booker

L. Walter		​​80,214​​488,764​​

Y. Gu

W.J. Doherty		​​n/a​​256,894​​
L.E. D’Amico​​​​177,738​​
(5)
Mr. Gu does not participate in the DC SERP.


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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The amount of compensation that may be payable to each named executive officer upon voluntary termination, early retirement, normal retirement, involuntary not-for-cause termination, for-cause termination, termination following a change of control and in the event of disability or death of the executive is shown on the tables on pages 50-52.55-57. The amounts shown assume that such termination was effective as of December 31, 2020,2023, and thus include amounts earned through such time and are estimates of the amounts which could have been paid out to the named executive officers in connection with their termination. The actual amounts to be paid out can only be determined in the event of and at the time of such executive'sexecutive’s separation from the Company.


Payments Made Upon Termination.   Regardless of the manner in which a named executive officer'sofficer’s employment is terminated, he or she is entitled to receive amounts earned during his or her term of employment. Such amounts might include:

•

unused vacation pay;

​
•

amounts accrued and vested through the Company'sCompany’s retirement plans;

​
•

statutory entitlements; and

​
•

non-equity incentive compensation relating to the fiscal year.


​
Payments Made Upon Retirement.   The plan administrator (currently the Compensation Committee) has the discretion to decide if options will continue to vest following normal retirement at age 65 with at least five years of employment with the Company or upon early retirement at or after age 55 with more than 10 years of employment with the Company. None of the named executive officersMr. Walter is currently eligible for normal retirement. Messrs.Mr. Doherty and Booker areis currently eligible for early retirement with more than 10 years of employment with the Company.


retirement.

Payments Made Upon Involuntary Not for Cause Termination or Involuntary for Good Reason Termination.   In the event of involuntary not for cause termination or involuntary for good reason termination of any employee, including a named executive officer, in addition to the benefits which might be made as reflected under the heading Payments Made Upon Termination above, the Board has the discretion to decide if options that are not vested at the time of such termination shall vest and the terms of such vesting. The disclosure in the tables below for involuntary not for cause termination and involuntary for good reason termination assumes that the Board has exercised its discretion to continue vesting of all such options.


Payments Made Upon a Change in Control.   Pursuant to the 2009 Option Plan, immediately prior to a change in control (as defined in the plan), all outstanding options held by any employee, including a named executive officer, immediately vest and become exercisable at the discretion of the Board. Pursuant to the 2017 Option Plan, the plan administrator (currently the Compensation Committee) has discretion to accelerate options upon a change in control (as defined in the plan). The disclosure in the tables below relating to change in control assumes that the Board has exercised its discretion to cause all shares to vest.


Payments Made Upon Death or Disability.   In the event of the death or disability of any employee, including a named executive officer, in addition to the benefits which might be made as reflected under the heading Payments Made Upon Termination above, he or she may receive benefits and/or payments under the Company funded disability plan and/or group term life insurance plan and/or the Company funded disability plan, as appropriate. In the event of death or disability as defined in the Company'sCompany’s Option Plans, assuming the minimum service requirements have been satisfied, all outstanding options held by such individual will immediately vest. The disclosure in the tables below appropriately reflects that the minimum service requirements for all named executive officers have been satisfied.


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Health Care Benefits.   The Company does not currently offer any of the named executive officers any enhanced health care benefits on termination for any reason.


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​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

R. Adam Norwitt


Benefits and Payments upon Separation

  Voluntary
Termination
($)		  Early
Retirement
($)		  Normal
Retirement
($)		  Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		  For Cause
Termination
($)		  Change in
Control
($)		  Disability
($)		  Death
($)
 
​ ​​ ​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

Severance payment

  0  0  0  0  0  0  0  0 

Incentive plan compensation(1)

  789,000  789,000  789,000  789,000  0  789,000  789,000  789,000 

Pay for covenant not to compete(2)

  1,315,000  1,315,000  1,315,000  1,315,000  1,315,000  1,315,000  1,315,000  0 

Company funded disability(3)

  0  0  0  0  0  0  657,500  0 

Vesting of stock options(4)

  0  0  0  65,930,520  0  65,930,520  65,930,520  65,930,520 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
​​
R. Adam Norwitt
Benefits and Payments upon
Separation
​​​Voluntary
Termination
($)		​​​Early
Retirement
($)		​​​Normal
Retirement
($)		​​​Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		​​​For Cause
Termination
($)		​​​Change in
Control
($)		​​​Disability
($)		​​​Death
($)		​​
​​Severance payment​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Incentive plan compensation(1)​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Pay for covenant not to
compete(2)		​​​​​1,455,000​​​​​​1,455,000​​​​​​1,455,000​​​​​​1,455,000​​​​​​1,455,000​​​​​​1,455,000​​​​​​1,455,000​​​​​​0​​​
​​Company funded disability(3)​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​727,500​​​​​​0​​​
​​Vesting of stock options(4)​​​​​0​​​​​​0​​​​​​0​​​​​​59,411,459​​​​​​0​​​​​​59,411,459​​​​​​59,411,459​​​​​​59,411,459​​​
​
(1)
This is the amount actually paid to
Mr. Norwitt in January 2021 pursuant todid not earn an incentive plan payment under the 20202023 Management Incentive Plan. Assuming a termination event as of December 31, 2020, this amount2023, any incentive plan payment would only have been paid upon approval by the Compensation Committee.

​
(2)

Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company'sCompany’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. Norwitt'sNorwitt’s base salary at December 31, 20202023 was $1,315,000.$1,455,000. Payments are made in the form of salary continuation.

​
(3)

The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $657,500$727,500 is based on Mr. Norwitt'sNorwitt’s base salary at December 31, 20202023 and assumes the maximum possible amount is paid, i.e. 100% of base salary for a six-month period.

​
(4)

Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 20202023 based on the closing price of the Company'sCompany’s Common Stock on the NYSENew York Stock Exchange (“NYSE”) of $65.39$99.13 on December 31, 2020.2023.
​
​​
Craig A. Lampo
Benefits and Payments upon
Separation
​​​Voluntary
Termination
($)		​​​Early
Retirement
($)		​​​Normal
Retirement
($)		​​​Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		​​​For Cause
Termination
($)		​​​Change in
Control
($)		​​​Disability
($)		​​​Death
($)		​​
​​Severance payment​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Incentive plan compensation(1)​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Pay for covenant not to compete(2)​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​0​​​
​​Company funded disability(3)​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​340,000​​​​​​0​​​
​​Vesting of stock options(4)​​​​​0​​​​​​0​​​​​​0​​​​​​21,225,937​​​​​​0​​​​​​21,225,937​​​​​​21,225,937​​​​​​21,225,937​​​
​
(1)
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

Craig A. Lampo


Benefits and Payments upon Separation

  Voluntary
Termination
($)		  Early
Retirement
($)		  Normal
Retirement
($)		  Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		  For Cause
Termination
($)		  Change in
Control
($)		  Disability
($)		  Death
($)
 
​ ​​ ​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

Severance payment

  0  0  0  0  0  0  0  0 

Incentive plan compensation(1)

  180,000  180,000  180,000  180,000  0  180,000  180,000  180,000 

Pay for covenant not to compete(2)

  600,000  600,000  600,000  600,000  600,000  600,000  600,000  0 

Company funded disability(3)

  0  0  0  0  0  0  300,000  0 

Vesting of stock options(4)

  0  0  0  23,463,104  0  23,463,104  23,463,104  23,463,104 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
(1)
This is the amount actually paid to Mr. Lampo in January 2021 pursuant todid not earn an incentive plan payment under the 20202023 Management Incentive Plan. Assuming a termination event as of December 31, 2020, this amount2023, any incentive plan payment would only have been paid upon approval by the Compensation Committee.

​
(2)

Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company'sCompany’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. Lampo'sLampo’s base salary at December 31, 20202023 was $600,000.$680,000. Payments are made in the form of salary continuation.

​
(3)

The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $300,000$340,000 is based on Mr. Lampo'sLampo’s base salary at December 31, 20202023 and assumes the maximum possible amount is paid, i.e., 100% of base salary for a six-month period.

​
(4)

Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 20202023 based on the closing price of the Company'sCompany’s Common Stock on the NYSE of $65.39$99.13 on December 31, 2020.2023.

​

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​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

William J. Doherty


Benefits and Payments upon Separation

  Voluntary
Termination
($)		  Early
Retirement
($)		  Normal
Retirement
($)		  Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		  For Cause
Termination
($)		  Change in
Control
($)		  Disability
($)		  Death
($)
 
​ ​​ ​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

Severance payment

  0  0  0  0  0  0  0  0 

Incentive plan compensation(1)

  689,000  689,000  689,000  689,000  0  689,000  689,000  689,000 

Pay for covenant not to compete(2)

  530,000  530,000  530,000  530,000  530,000  530,000  530,000  0 

Company funded disability(3)

  0  0  0  0  0  0  265,000  0 

Vesting of stock options(4)

  0  0  0  17,559,200  0  17,559,200  17,559,200  17,559,200 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
​​
Luc Walter
Benefits and Payments upon
Separation
​​​Voluntary
Termination
($)		​​​Early
Retirement
($)		​​​Normal
Retirement
($)		​​​Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		​​​For Cause
Termination
($)		​​​Change in
Control
($)		​​​Disability
($)		​​​Death
($)		​​
​​Severance payment(1)​​​​​0​​​​​​0​​​​​​0​​​​​​755,000​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Relocation expense(2)​​​​​0​​​​​​0​​​​​​0​​​​​​260,000​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Incentive plan
compensation(3)		​​​​​1,047,563​​​​​​1,047,563​​​​​​1,047,563​​​​​​1,047,563​​​​​​0​​​​​​1,047,563​​​​​​1,047,563​​​​​​1,047,563​​​
​​Pay for covenant not to
compete(4)		​​​​​755,000​​​​​​755,000​​​​​​755,000​​​​​​755,000​​​​​​755,000​​​​​​755,000​​​​​​755,000​​​​​​0​​​
​​Company funded disability(5)​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​377,500​​​​​​0​​​
​​Vesting of stock options(6)​​​​​0​​​​​​0​​​​​​15,417,171​​​​​​15,417,171​​​​​​0​​​​​​15,417,171​​​​​​15,417,171​​​​​​15,417,171​​​
​
(1)

Pursuant to his March 22, 1999 employment letter agreement with the Company, upon an involuntary not for cause termination, Mr. Walter would be entitled to a lump sum severance payment equal to base compensation paid in the last twelve months.
​
(2)
Pursuant to his March 22, 1999 employment letter agreement with the Company, upon an involuntary not for cause termination, the Company would be obligated to relocate Mr. Walter to France if he so chooses. The relocation expenses are estimated to be $260,000.
​
(3)
This is the amount actually paid to Mr. DohertyWalter in January 20212024 pursuant to the 20202023 Management Incentive Plan. Assuming a termination event as of December 31, 2020,2023, this amount would have only been paid upon approval by the Compensation Committee.

(2)
​
(4)
Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company'sCompany’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. Doherty'sWalter’s base salary rate at December 31, 20202023 was $530,000.$755,000. Payments are made in the form of salary continuation.

(3)
​
(5)
The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $265,000$377,500 is based on Mr. Doherty'sWalter’s base salary at December 31, 20202023 and assumes the maximum possible amount is paid, i.e., 100% of base salary for a six-month period

(4)
period.
​
(6)
Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 20202023 based on the closing price of the Company'sCompany’s Common Stock on the NYSE of $65.39$99.13 on December 31, 2020.2023.
​
​​
William J. Doherty
Benefits and Payments upon
Separation
​​​Voluntary
Termination
($)		​​​Early
Retirement
($)		​​​Normal
Retirement
($)		​​​Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		​​​For Cause
Termination
($)		​​​Change in
Control
($)		​​​Disability
($)		​​​Death
($)		​​
​​Severance payment​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Incentive plan
compensation(1)		​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Pay for covenant not to
compete(2)		​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​680,000​​​​​​0​​​
​​Company funded disability(3)​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​340,000​​​​​​0​​​
​​Vesting of stock options(4)​​​​​0​​​​​​15,417,171​​​​​​0​​​​​​15,417,171​​​​​​0​​​​​​15,417,171​​​​​​15,417,171​​​​​​15,417,171​​​
​
(1)
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

Martin W. Booker


Benefits and Payments upon Separation

  Voluntary
Termination
($)		  Early
Retirement
($)		  Normal
Retirement
($)		  Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		  For Cause
Termination
($)		  Change in
Control
($)		  Disability
($)		  Death
($)
 
​ ​​ ​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

Severance payment

  0  0  0  0  0  0  0  0 

Incentive plan compensation(1)

  427,000  427,000  427,000  427,000  0  427,000  427,000  427,000 

Pay for covenant not to compete(2)

  427,000  427,000  427,000  427,000  427,000  427,000  427,000  0 

Company funded disability(3)

  0  0  0  0  0  0  213,500  0 

Vesting of stock options(4)

  0  15,263,536  15,263,536  15,263,536  0  15,263,536  15,263,536  15,263,536 
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​
(1)
This isMr. Doherty did not earn an incentive plan payment under the amount actually paid to Mr. Booker in January 2021 pursuant to the 20202023 Management Incentive Plan. Assuming a termination event as of December 31, 2020, this amount2023, any incentive plan payment would only have only been paid upon approval by the Compensation Committee.

​
(2)

Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company'sCompany’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. Booker'sDoherty’s base salary at December 31, 20202023 was $427,000.$680,000. Payments are made in the form of salary continuation.

​
(3)

The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $213,500$340,000 is based on Mr. Booker'sDoherty’s base salary at December 31, 20202023 and assumes the maximum possible amount is paid, i.e., 100% of base salary for a six-month period.

​

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(4)

Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 20202023 based on the closing price of the Company'sCompany’s Common Stock on the NYSE of $65.39$99.13 on December 31, 2020.2023.

​

Table of Contents

​​
Lance E. D’Amico
Benefits and Payments upon
Separation
​​​Voluntary
Termination
($)		​​​Early
Retirement
($)		​​​Normal
Retirement
($)		​​​Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		​​​For Cause
Termination
($)		​​​Change in
Control
($)		​​​Disability
($)		​​​Death
($)		​​
​​Severance payment​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Incentive plan compensation(1)​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​
​​Pay for covenant not to
compete(2)		​​​​​580,000​​​​​​580,000​​​​​​580,000​​​​​​580,000​​​​​​580,000​​​​​​580,000​​​​​​580,000​​​​​​0​​​
​​Company funded disability(3)​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​0​​​​​​290,000​​​​​​0​​​
​​Vesting of stock options(4)​​​​​0​​​​​​0​​​​​​0​​​​​​13,195,137​​​​​​0​​​​​​13,195,137​​​​​​13,195,137​​​​​​13,195,137​​​
​
(1)
​ ​​ ​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

Y. Gu


Benefits and Payments upon Separation

  Voluntary
Termination
($)		  Early
Retirement
($)		  Normal
Retirement
($)		  Involuntary
Not For
Cause
Termination\
Involuntary
for Good
Reason
Termination
($)		  For Cause
Termination
($)		  Change in
Control
($)		  Disability
($)		  Death
($)
 
​ ​​ ​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​

Severance payment

  0  0  0  0  0  0  0  0 

Incentive plan compensation(1)

  488,923  488,923  488,923  488,923  0  488,923  488,923  488,923 

Pay for covenant not to compete(2)

  439,588  439,588  439,588  439,588  439,588  439,588  439,588  0 

Company funded disability(3)

  0  0  0  0  0  0  n/a  0 

Vesting of stock options(4)

  0  0  0  15,946,264  0  15,946,264  15,946,264  15,946,264 
​ ​​ ​​​ ​ ​​​ ​​ ​ ​​ ​ ​​ ​​​ ​ ​​ ​​
(1)
This isMr. D’Amico did not earn an incentive plan payment under the amount actually paid to Mr. Gu in January 2021 pursuant to the 20202023 Management Incentive Plan using the average US dollar to Renminbi Yuan rate of 0.1546 reported by Bloomberg for January 2021.Plan. Assuming a termination event as of December 31, 2020, this amount2023, any incentive plan payment would only have been paid upon approval by the Compensation Committee.

​
(2)

Each of the named executive officers is a party to stock option agreements with the Company which contemplate, among other things, that a terminated employee may be paid fifty percent of base salary following his/her termination, at the Company'sCompany’s discretion, for up to two years, in exchange for a firm undertaking from the terminated employee not to compete with the business of the Company. Mr. Gu'sD’Amico’s base salary at December 31, 20202023 was $439,588 using the average US Dollar to Renminbi Yuan exchange rate of 0.1529 reported by Bloomberg for December 2020.$580,000. Payments are made in the form of salary continuation.

​
(3)

The Company funds a short-term disability benefit that provides salary continuation for up to six months for most of its U.S. salaried employees. The potential payout of $290,000 is based on Mr. GuD’Amico base salary at December 31, 2023 and assumes the maximum possible amount is not eligiblepaid, i.e., 100% of base salary for disability benefits from the Company.

a six-month period.
​
(4)

Upon the occurrence of certain triggering events, all unvested options may vest. The indicated amounts under all columns represent the net value (i.e., the excess of the fair market value of the stock minus the exercise price of an option) of all unvested options as of December 31, 20202023 based on the closing price of the Company'sCompany’s Common Stock on the NYSE of $65.39$99.13 on December 31, 2020.2023.

​
Pay Versus Performance Disclosure
The following table sets forth information concerning the compensation of our named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020, and contains certain measures of our financial performance for those fiscal years.
​​Year​​​Summary
Compensation
Table Total
for PEO ($)(1)		​​​Compensation
Actually Paid
to PEO ($)*		​​​Average
Summary
Compensation
Table Total for
Non-PEO
NEOs ($)		​​​Average
Compensation
Actually Paid to
Non-PEO
NEOs ($)*		​​​Value of Initial Fixed $100
Investment (2) Based on:		​​​Net
Income
($ million)		​​​Net
Sales
($ million)		​​​GAAP
Diluted
EPS($)		​​
​Company
Total
Shareholder
Return ($)		​​​DJUSEC Total
Shareholder
Return ($)(3)		​​
​​2023(9)​​​​​10,944,707​​​​​​31,137,666​​​​​​3,986,208(4)​​​​​​9,348,353​​​​​​190.72​​​​​​159.56​​​​​​1,928​​​​​​12,555​​​​​​3.11​​​
​​2022​​​​​13,955,683​​​​​​(15,652,877)​​​​​​4,074,316(5)​​​​​​(5,362,582)​​​​​​145.06​​​​​​124.87​​​​​​1,902​​​​​​12,623​​​​​​3.06​​​
​​2021​​​​​13,092,697​​​​​​51,014,697​​​​​​3,261,582(6)​​​​​​14,733,296​​​​​​164.78​​​​​​151.36​​​​​​1,590(8)​​​​​​10,876​​​​​​2.51​​​
​​2020​​​​​8,037,847​​​​​​25,107,137​​​​​​3,029,181(7)​​​​​​7,920,727​​​​​​122.12​​​​​​120.75​​​​​​1,203​​​​​​8,599​​​​​​1.96​​​
​
*
“Compensation Actually Paid” or CAP to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as set forth in the tables below, and determined in accordance with SEC rules. For a discussion of how our Compensation Committee assesses performance and our NEOs’ pay each year, please see the Compensation Discussion & Analysis section of the proxy statements reporting pay for the applicable years. “Net Income” represents net income attributable to Amphenol Corporation. “GAAP Diluted EPS” represents net income from continuing operations attributable to Amphenol Corporation per common share.
​
(1)
In 2023, 2022, 2021 and 2020 our PEO, or principal executive officer, was our President and CEO, R. Adam Norwitt.
​
(2)
Assumes a $100 fixed investment as of year-end 2019 and continuing through year-end 2020, 2021, 2022 or 2023, respectively, and that all dividends, if any, were reinvested.
​
(3)
Our selected peer group is the Dow Jones U.S. Electrical Components & Equipment Index (DJUSEC).
​
(4)
In 2023, our Non-PEO named executive officers were Craig A. Lampo, Luc Walter, William J. Doherty and Lance E. D’Amico.
​
(5)
In 2022, our Non-PEO named executive officers were Craig A. Lampo, Luc Walter, William J. Doherty and Jean-Luc Gavelle.
​
(6)
In 2021, our Non-PEO named executive officers were Craig A. Lampo, Luc Walter, William J. Doherty and Jean-Luc Gavelle.
​

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(7)
In 2020, our Non-PEO named executive officers were Craig A. Lampo, William J. Doherty, Martin W. Booker and Yaobin (Richard) Gu.
​
(8)
Includes $21.4 million of net income associated with discontinued operations.
​
(9)
Footnote of Adjustments—2023
​
​​Adjustments​​​2023​​
​PEO​​​Average non-PEO
NEOs		​​
​​Deductions for amounts reported under the “Option Awards” column in the Summary Compensation Table for 2023​​​​​(9,098,783)​​​​​​(2,926,448)​​​
​​Increase based on fair value of awards granted during 2023 that remain unvested as of 12/31/2023,
determined as of 12/31/2023		​​​​​6,811,308​​​​​​2,190,726​​​
​​Increase based on fair value of awards granted during 2023 that vested during 2023, determined as
of the vesting date		​​​​​0​​​​​​0​​​
​​Increase/deduction for awards granted during prior years that were outstanding and unvested as of
12/31/2023, determined based on the change in fair value from 12/31/2022 to 12/31/2023		​​​​​22,857,614​​​​​​6,195,362​​​
​​Increase/deduction for awards granted during prior years that vested during 2023 determined based
on the change in fair value from 12/31/2022 to the vesting date		​​​​​(368,380)​​​​​​(90,795)​​​
​​Deduction of fair value of awards granted during prior years that were forfeited during 2023​​​​​0​​​​​​0​​​
​​Increase based on dividends or other earnings paid during 2023 prior to the vesting date​​​​​0​​​​​​0​​​
​​Increase based on incremental fair value of options/SARS modified during 2023​​​​​0​​​​​​0​​​
​​
Deduction for change in the actuarial present values reported under the “Change in Pension Value
and nonqualified Deferred Compensation Earnings” column of the summary compensation
table for 2023(a)
​​​​​(8,800)​​​​​​(6,700)​​​
​​
Increase for service cost and, if applicable, prior service cost for pension plans(b)
​​​​​0​​​​​​0​​​
​​Total Adjustments:​​​​​20,192,959​​​​​​5,362,145​​​
​
(a)
In 2006, the Company amended its Pension Plan by freezing accruals effective December 31, 2006 for certain employees, including three of our 2023 NEOs that participated in the Pension Plan, Messrs. Norwitt, Lampo and Walter. Messrs. Doherty and D’Amico do not participate in the Pension Plan. In 2023, there was an increase in pension values for Messrs. Norwitt, Lampo and Walter because of changes in actuarial assumptions in 2023 as compared to 2022. Notwithstanding that their pension benefits were frozen in 2006, the value of the frozen benefits fluctuates as related actuarial assumptions change.
​
(b)
Because the Pension Plan has been frozen for each of our participating NEOs since 2006, the reportable service cost for 2023 is $0.
​
Relationship Between Financial Performance Measures
[MISSING IMAGE: bc_comppaidvstsr-4c.jpg]
​
*
This graph assumes that $100 was invested in our Common Stock and the DJUSEC index on December 31, 2019, reflects reinvested dividends, and is weighted on a market capitalization basis as of the beginning of each year. Each reported data point represents the last trading day of each calendar year. The comparisons in the graph are based upon historical data and are not indicative of, nor intended to forecast, future performance.
​

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[MISSING IMAGE: bc_comppaidvsnetsincome-4c.jpg]
[MISSING IMAGE: bc_comppaidvsnetsales-4c.jpg]
[MISSING IMAGE: bc_comppaidvsgaap-4c.jpg]

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Pay Versus Performance Tabular List
We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:
For our CEO and CFO​​For our Division Presidents​
Net Sales Growth for the Company​​Net Sales Growth for the relevant Division​
Adjusted Diluted EPS Growth​​Adjusted Operating Income Growth for the relevant Division​
​​​Performance to Budget​
For additional details regarding our most important financial performance measures, please see Performance-Based Incentive Plans in the Compensation Discussion and Analysis on page 36 and see Explanation of Non-GAAP Financial Measures on page 39 to see items excluded.
CEO PAY RATIO

As required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Norwitt, President and CEO (the "CEO"“CEO”).

The Company is a vertically integrated manufacturer with extensive labor-intensive operations in numerous low-cost countries. As of December 31, 2020,2023, we estimate that our employee population consisted of approximately 80,00095,000 individuals globally, with a majority of those employees based in low-cost countries. The Company'sCompany’s disclosed ratio may be higher relative to other companies which rely more heavily on outsourced production or otherwise source products and components from low-cost countries without operating their own manufacturing facilities. We believe our compensation levels are competitive with prevailing wage rates in the local markets in which we operate.

For 2020,2023, our last completed fiscal year:

•

The annual total compensation of the employee identified at the median compensation level (the "Median Employee"“Median Employee”) of the Company, other than the CEO, was $15,009.

$16,944.
​
•

The annual total compensation of the employee identified at the median compensation level (the "Median“Median US Employee"Employee”) of US based employees of the Company, other than the CEO, was $55,017.

$62,239.
​
•

The annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $8,037,847.

$10,944,707.

​
Based on this information, for 2020,2023, the ratio of the annual total compensation of the CEO to the annual total compensation of the Median Employee was estimated to be 536:646:1 and the ratio of the annual total compensation of the CEO to annual total compensation of the Median US Employee was estimated to be 146:176:1.


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The pay ratios above are reasonable estimates calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodologies described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee'semployee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Moreover, there are a number of factors which make a meaningful comparison of pay ratios difficult, such as industry specific pay differentials, the geographic location of employee populations and a company'scompany’s manufacturing strategy (e.g., outsourcing versus insourcing).

To identify the Median Employee, as well as to determine the annual total compensation of the Median Employee, the methodology and the material assumptions, adjustments and estimates that we used were as follows.


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In the fourth quarter of 2020,2023, the Company completed a process of collecting surveys of compensation data from our global sites because the Company does not have a global Human Resources Information System ("HRIS"(“HRIS”). The data provided statistical sampling of the average total compensation for direct labor, indirect labor, and salaried employees from 175180 of our estimated 220240 operating sites representing all regions globally.globally, particularly where our headcount is the greatest. These data were sorted and it was determined that based on our representative survey and with consideration to our global headcount, the Median Employee was a direct labor employee in one of our China plants with a total annual compensation of $15,009 (based on the average monthly US dollar to Renminbi Yuan exchange rate of 0.1529 as reported by Bloomberg for December 2020), including all compensation (determined in accordance with the summary compensation table rules).

        In addition, with respect of $16,944 (based on the average US dollar to US-based employees, in 2020, the Company analyzed data directly from our HRIS in the United States which currently contains nearly all compensation informationRMB exchange rate for employees2023 of our Company and its subsidiaries in the United States. The Median US Employee for 2020 (excluding the CEO) was determined to have annual total compensation of $55,017 (determined in accordance with the summary compensation table rules)0.1413 as reported by Bloomberg).

We elected to not exclude any of our employees from the calculation based on the 5% "De“De Minimis Exemption"Exemption” adjustment as permitted under SEC rules.


TableIn addition, with respect to US-based employees, in 2023, the Company analyzed data directly from our HRIS in the United States which currently contains compensation information for all our employees in the United States, excluding our US-based employees who recently joined the Company via acquisition who have not yet been added to our HRIS system. Based on that data, the Median US Employee for 2023 (excluding the CEO) was determined to have annual total compensation of Contents$62,239 (determined in accordance with the summary compensation table rules).


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PROPOSAL 3.4. ADVISORY VOTE TO APPROVE

COMPENSATION OF NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, the Board is asking stockholders to approve the following advisory resolution at the 20212024 Annual Meeting:

RESOLVED, that the compensation paid to the Company'sCompany’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

The Board recommends a vote FOR this resolution because it believes that the compensation policies and practices of the Company described in the Compensation Discussion and Analysis have been and continue to be effective in helping to achieve the Company'sCompany’s goals of rewarding sustained financial and operating performance and leadership excellence, aligning the executive officers'officers’ long-term interests with those of the stockholders and motivating the executive officers to remain with the Company for long and productive careers.

Stockholders are urged to read the Compensation Discussion and Analysis beginning on page 2734 of this proxy statement, as well as the Summary Compensation Table and related compensation tables and narrative, appearing on pages 3946 through 5361 which provide detailed information on the Company'sCompany’s compensation policies and practices and the compensation of the Company'sCompany’s named executive officers.

This advisory resolution, commonly referred to as a "say-on-pay"“say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when evaluating the Company'sCompany’s executive compensation program on an ongoing basis. At our 2023 Annual Meeting of Stockholders, our stockholders supported, on an advisory basis, the Board’s proposal that the say-on-pay advisory vote occur on an annual basis. The Board favors a policy of providing for annual say-on-pay advisory votes. It is anticipated the next say-on-pay advisory vote will occur at the Company's 2022Company’s 2025 Annual Meeting of Stockholders.

At the 20202023 Annual Meeting of Stockholders, the Company'sCompany’s stockholders overwhelmingly approved the "say-on-pay"“say-on-pay” proposal with more than 90% of the shares voted being cast in favor of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE ADVISORY

RESOLUTION TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS



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ýPROPOSAL 4. TO APPROVE THE AMENDED AND
RESTATED 2017 STOCK PURCHASE AND OPTION PLAN
FOR KEY EMPLOYEES OF AMPHENOL AND SUBSIDIARIES

        Management believes the Company's current and former stock option plans are critical drivers of the Company's success by creating a simple alignment between our management team and our stockholders. The Company is seeking stockholder approval of the Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the "Amended 2017 Stock Option Plan"). The Amended 2017 Stock Option Plan will become effective on the day of the 2021 Annual Meeting of the Company's Stockholders, assuming approval of this proposal by the stockholders.

        The Amended 2017 Stock Option Plan is an amendment and restatement of the 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and its Subsidiaries (the "2017 Stock Option Plan"), which 2017 Stock Option Plan was approved by stockholders in May 2017. The 2017 Stock Option Plan replaced the 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and its Subsidiaries, as such plan was amended from time to time.

        The 2017 Stock Option Plan reserved for issuance 60,000,000 shares of the Company's Common Stock. As of April 1, 2021, there are 10,101,120 shares remaining available for issuance under the 2017 Stock Option Plan. The Company expects to continue its practice of making annual grants of stock options in the second quarter, and more specifically expects to grant options to approximately 750 of its employees on the date immediately following the 2021 Annual Meeting. While 10,101,120 shares are available for issuance under the 2017 Stock Option Plan, the Company has decided to approach our stockholders for approval of the Amended 2017 Stock Option Plan this year in order to increase the number of shares available for issuance by 40,000,000 shares because of the importance we place on having options available as a compensation and retention tool. In light of past option grant practice, and depending on the yet-to-be determined Black-Scholes valuation, it is possible the entirety of the remaining 10,101,120 shares could be granted to employees in May 2021.

        In March 2021, the Board of Directors, subject to stockholder approval, authorized and approved the Amended 2017 Stock Option Plan as an amendment and restatement of the 2017 Stock Option Plan. If approved by stockholders, the Amended 2017 Stock Option Plan would (i) amend and restate the 2017 Stock Option Plan, (ii) increase the number of shares of Common Stock available for issuance under the 2017 Stock Option Plan by 40,000,000 shares and (iii) extend the termination date to March 30, 2031, ten years from the date the Amended 2017 Stock Option Plan was approved by the Board of Directors

        The purpose of the Amended 2017 Stock Option Plan is to enable key employees of the Company and its subsidiaries to obtain or to increase a proprietary interest in the Company. It is also intended to continue to attract and retain outstanding employees and to continue to maintain and promote a closer and stronger identity of interests between key employees of the Company and its subsidiaries, on the one hand, and stockholders, on the other hand.

        If the stockholders approve the Amended 2017 Stock Option Plan, the Amended 2017 Stock Option Plan will become effective on the date of the 2021 Annual Meeting of the Company's Stockholders. If the stockholders do not approve the Amended 2017 Stock Option Plan, the 2017 Stock Option Plan will continue in accordance with its terms as in effect immediately prior to the date the Amended 2017 Stock Option Plan was approved by the Board of Directors.

Stockholder Approval Requirement

        Stockholder approval of the Amended 2017 Stock Option Plan is necessary in order for the Company to meet the stockholder approval requirements of the New York Stock Exchange on which shares of Common Stock are traded.


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        If the Amended 2017 Stock Option Plan is not approved by the Company's stockholders, the Amended 2017 Stock Option Plan will not become effective and the Company may continue to grant options under the 2017 Stock Option Plan using the shares remaining available for issuance thereunder.

Amendments Included in the Amended 2017 Stock Option Plan

Increase in Number of Shares

        The Amended 2017 Stock Option Plan will increase the number of shares currently reserved for issuance under the 2017 Stock Option Plan by 40,000,000 shares. As of February 28, 2021, there were 46,305,084 shares subject to outstanding options under the 2017 Stock Option Plan (which options had a weighted average per share exercise price of $42.73 and a weighted average contractual term of 7.77 years) and 10,101,120 shares remaining available for the future issuance under the 2017 Stock Option Plan. As of April 1, 2021, the market value of a share of our Common Stock was $67.05.

Extension of Term

        Unless terminated earlier pursuant to the terms of the Amended 2017 Stock Option Plan, the Amended 2017 Stock Option Plan will extend the termination date of the 2017 Stock Option Plan from April 13, 2027 to March 30, 2031, the tenth anniversary of the date the Amended 2017 Stock Option Plan was approved by the Board of Directors. Upon termination, the Amended 2017 Stock Option Plan will continue to govern outstanding options.

Summary of the Amended 2017 Stock Option Plan

        The following description of the Amended 2017 Stock Option Plan is qualified in its entirety by reference to the full text of the Amended 2017 Stock Option Plan, which is attached hereto as Annex A.

General

Eligibility and Administration

        The Company's employees, consultants and directors will be eligible to receive options under the Amended 2017 Stock Option Plan. As of April 1, 2021, there are approximately 750 employees, out of a total Company headcount of approximately 82,000, who would be eligible to be granted options under the Amended 2017 Stock Option Plan. Historically, the Company has not granted options to consultants. When directors have been awarded options, they were granted pursuant to a plan unique to the directors. Our directors have not received option awards since 2011.

        The Amended 2017 Stock Option Plan will be administered by the Board, which may delegate its duties and responsibilities to committees of the Company's directors or officers (referred to collectively as the "plan administrator" below), subject to certain limitations that may be imposed under applicable laws,


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including Section 16 of the Exchange Act, and stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Amended 2017 Stock Option Plan, subject to its express terms and conditions. The plan administrator will also have the authority to determine which eligible service providers receive options, grant options and set the terms and conditions of all options under the Amended 2017 Stock Option Plan, subject to the conditions and limitations in the Amended 2017 Stock Option Plan.

Shares Available for Options

        The Amended 2017 Stock Option Plan authorizes the issuance of 100,000,000 shares of Common Stock, which includes 60,000,000 shares of Common Stock previously reserved for issuance under the 2017 Stock Option Plan.

        The number of shares authorized for issuance under the Amended 2017 Stock Option Plan may be adjusted for changes in the Company's capitalization and certain corporate transactions, as described below under the heading "Certain Transactions."

        If an option under the Amended 2017 Stock Option Plan expires, lapses or is terminated, surrendered, canceled without having been fully exercised or forfeited, any unused shares subject to the option will again be available for grants under the Amended 2017 Stock Option Plan.

        Options granted under the Amended 2017 Stock Option Plan in substitution for any options granted by an entity before the entity's merger or consolidation with the Company (or any of its subsidiaries) or the Company's (or any subsidiary's) acquisition of the entity's property or stock will not reduce the shares available for grant under the Amended 2017 Stock Option Plan.

Individual Option Limits

        The maximum aggregate number of shares of Common Stock with respect to which one or more options may be granted under the Amended 2017 Stock Option Plan to any one person during any fiscal year is 3,000,000 shares. However, this number may be adjusted to take into account equity restructurings and certain other corporate transactions as described below and shall be multiplied by two (2) with respect to options granted to an individual during the first fiscal year in which the individual commences employment with the Company or its subsidiaries.

Options

        Non-qualified stock options may be granted under the Amended 2017 Stock Option Plan, which options provide for the purchase of shares of Common Stock in the future at an exercise price set on the grant date. The exercise price of a stock option will not be less than 100% of the fair market value of the underlying share on the date of grant, except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and other conditions.

        All options under the Amended 2017 Stock Option Plan will be set forth in option agreements, which will detail the terms and conditions of the options, including any applicable vesting and payment terms and post-termination exercise limitations.

Prohibition on Repricing

        Under the Amended 2017 Stock Option Plan, the plan administrator may not, except in connection with equity restructurings and certain other corporate transactions as described below, without the approval of the Company's stockholders, authorize the repricing of any outstanding option to reduce its


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price per share, cancel any option in exchange for cash or another option when the price per share exceeds the "fair market value" (as that term is defined in the Amended 2017 Stock Option Plan) of an underlying share or take any other action with respect to an option that the Company determines would be treated as a repricing under the rules and regulations of the principal securities exchange on which the Common Stock is listed.

Certain Transactions

        In connection with certain corporate transactions and events affecting the Common Stock, including a change in control, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the Amended 2017 Stock Option Plan to prevent the dilution or enlargement of intended benefits, facilitate the transaction or event or give effect to the change in applicable laws or accounting principles. This includes canceling options for cash or property, accelerating the vesting of options, providing for the assumption or substitution of options by a successor entity, adjusting the number and type of shares subject to outstanding options and/or with respect to which options may be granted under the Amended 2017 Stock Option Plan and replacing options or terminating options under the Amended 2017 Stock Option Plan. In addition, in the event of certain non-reciprocal transactions with stockholders, the plan administrator will make equitable adjustments to the Amended 2017 Stock Option Plan and outstanding options as it deems appropriate to reflect the transaction.

Foreign Participants, Claw-Back Provisions and Transferability

        The plan administrator may modify options granted to participants who are foreign nationals or employed outside the United States or establish subplans or procedures to address differences in laws, rules, regulations or customs of such foreign jurisdictions. All options will be subject to any Company claw-back policy as set forth in such claw-back policy or the applicable option agreement. Except as the plan administrator may determine or provide in an option agreement, options under the Amended 2017 Stock Option Plan are generally non-transferrable, except by will or the laws of descent and distribution, or, subject to the plan administrator's consent, pursuant to a domestic relations order, and are generally exercisable only by the participant.

Plan Amendment and Termination

        The plan administrator may amend or terminate the Amended 2017 Stock Option Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the Amended 2017 Stock Option Plan, may materially and adversely affect an option outstanding under the Amended 2017 Stock Option Plan without the consent of the affected participant and stockholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws. The Amended 2017 Stock Option Plan will remain in effect until the tenth anniversary of the earlier of (i) the date the Board adopted the Amended 2017 Stock Option Plan and (ii) the date the stockholders approved the Amended 2017 Stock Option Plan, unless earlier terminated by the Board. No options may be granted under the Amended 2017 Stock Option Plan after its termination.

Federal Income Tax Consequences Associated with the Amended 2017 Stock Option Plan

        The federal income tax consequences of the Amended 2017 Stock Option Plan under current federal income tax law are summarized in the following discussion, which deals with the general tax principles applicable to the Amended 2017 Stock Option Plan and is intended for general information only. The following discussion of federal income tax consequences does not purport to be a complete analysis of all of the potential tax effects of the Amended 2017 Stock Option Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed, and may vary depending on individual circumstances and from locality to locality.


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        Stock Options.     A participant in the Amended 2017 Stock Option Plan generally will not recognize taxable income and the Company generally will not be entitled to a tax deduction upon the grant of a stock option. The Amended 2017 Stock Option Plan permits the grant of options that are not intended to qualify as "incentive stock options" as defined in Section 422 of the Code. Upon exercising an option when the fair market value of the stock is higher than the exercise price of the option, a participant in the Amended 2017 Stock Option Plan generally will recognize taxable income at ordinary income tax rates equal to the excess of the fair market value of the stock on the date of exercise over the purchase price, and the Company (or its subsidiaries, if any) generally will be entitled to a corresponding tax deduction for compensation expense, in the amount equal to the amount by which the fair market value of the shares purchased exceeds the purchase price for the shares. Upon a subsequent sale or other disposition of the option shares, the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price of the shares and the participant's tax basis in the shares.


        Section 162(m) Limitation.     Section 162(m) of the Code limits the deduction certain employers may take for compensation in excess of $1 million paid in a given year to certain current of former executive officers. Prior to the Tax Cuts and Jobs Act (the "TCJ Act"), the deduction limit did not apply to certain "performance-based" compensation established by an independent compensation committee which conformed to certain conditions stated under the Code and related regulations. As part of the TCJ Act, the ability to rely on this qualified "performance-based" compensation exception was eliminated.

        State and local tax consequences may in some cases differ from the federal tax consequences. The foregoing summary of the income tax consequences in respect of the Amended 2017 Stock Option Plan is for general information only. Interested parties should consult their own advisors as to specific tax consequences of their options.

        The Amended 2017 Stock Option Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended, and is not intended to be qualified under Section 401(a) of the Code.

Plan Benefits

        Options under the Amended 2017 Stock Option Plan are subject to the discretion of the plan administrator and no determinations have been made by the plan administrator as to any options that may be granted pursuant to the Amended 2017 Stock Option Plan. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the Amended 2017 Stock Option Plan.


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Additional Prior Award Information

        The following table sets forth, with respect to the individuals and groups identified therein, the number of shares subject to stock options that have been granted to such individuals and groups under the 2017 Stock Option Plan through April 1, 2021:

Name and Position
Shares Subject to Stock
Options Granted under
the 2017 Stock Option
Plan (Exercised, Vested
and Unvested) (#)(1)

Named Executive Officers:

R. Adam Norwitt, President and Chief Executive Officer

3,830,000

Craig A. Lampo, Senior Vice President and Chief Financial Officer

1,384,000

William J. Doherty

1,018,000

Martin W. Booker

844,000

Yaobin Gu

952,000

All current executive officers as a group (10 persons)

12,568,000

Non-executive officer current directors/director nominees:

Martin H. Loeffler, David P. Falck, Stanley L. Clark, John D. Craig, Edward G. Jepsen, Rita S. Lane, Robert A. Livingston and Anne Clarke Wolff (All non-executive officer current directors as a group (8 persons)

0

Each associate of any of such directors, executive officers or nominees

0

Each other person who received or is to receive 5% of
options, warrants or rights

0

All employees, including all current officers who are not executive officers, as a group (799 persons)

38,787,280
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(1)
The closing price per share of our Common Stock on the New York Stock Exchange on April 1, 2021 was $67.05.

Interest of Certain Persons in the Amended 2017 Stock Option Plan

        Stockholders should understand that our executive officers and non-employee directors may be considered to have an interest in the approval of the Amended 2017 Stock Option Plan because they may in the future receive awards under the Amended 2017 Stock Option Plan, however our non-employee directors are not typically granted options. Nevertheless, the Board believes that it is important to provide incentives and rewards for superior performance and the retention of experienced directors and officers by adopting the Amended 2017 Stock Option Plan.

        The Board recommends a FOR vote for the Amended 2017 Stock Option Plan.    In its deliberations regarding the Amended 2017 Stock Option Plan, the Board considered that:

    •
    Over the last 10 years, Amphenol has delivered a compounded annual growth rate total shareholder return in excess of 18% compared to approximately 13.9% for the S&P 500. Past performance does not necessarily predict future results, however the Board believes the stock option program has been a key driver of this success.

    •
    We believe the number of shares authorized under the Amended 2017 Stock Option Plan is reasonable. The increase in the share limit of 40,000,000 shares was devised considering historic grant rates, the anticipated growth of our management team and our practice of seeking regular approval from our stockholders of our stock option plans.

    •
    Based on our historical grant practices and certain other assumptions, including the price of our Common Stock, we currently expect that the proposed number of shares to be authorized for

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        The Amended 2017 Stock Option Plan is hereby proposed for approval by the stockholders. The affirmative vote of the holders of a majority of the shares present and entitled to vote at the 2021 Annual Meeting of Stockholders will be necessary to approve the Amended 2017 Stock Option Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL OF THE AMENDED 2017 STOCK OPTION PLAN


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PROPOSAL 5. APPROVE AN AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

        The stockholders of the Company are being asked to approve an amendment to the Company's Certificate of Incorporation as described below. A copy of the Amended and Restated Certificate of Incorporation as proposed to be further amended and restated may be obtained by written request to the Company's Secretary at the address on the first page of this Proxy Statement.

        On January 27, 2021, the Board of Directors approved a two-for-one split of the Common Stock, which was issued on March 4, 2021 to stockholders of record as of February 16, 2021. The Board has approved, and is recommending to the stockholders for approval, an amendment to Article Fourth of the Company's Amended and Restated Certificate of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue by 1,000,000,000 from 1,000,000,000 to 2,000,000,000. The full text of the proposed amendment to the Amended and Restated Certificate of Incorporation is set forth on page 63.

        The proposed amendment would increase the number of shares of Common Stock that the Company is authorized to issue by 1,000,000,000 from 1,000,000,000 to 2,000,000,000. The additional 1,000,000,000 shares would be a part of the existing class of Common Stock and, if and when issued, would have the same rights and privileges as the shares of Common Stock presently issued and outstanding. The Board believes it is desirable to increase the number of shares of Common Stock the Company is authorized to issue to provide the Company with adequate flexibility in the future for, among other things, stock splits/stock dividends, grants under equity compensation plans, financing transactions and/or acquisition transactions.

        The Company does not have any immediate plans, arrangements, commitments or understandings with respect to the issuance of any of the additional shares of Common Stock, other than shares currently reserved for issuance under the Company's stock option plans for executive officers and key management employees (See caption "Stock Option Plans" on pages 31 and 40) or such shares as may be issued in connection with the Directors' Deferred Compensation Plan and the Directors Restricted Stock Plan (See caption "Director Compensation for the 2020 Fiscal Year" on page 18).

        Although authorization of additional shares of Common Stock is recommended by the Board of Directors for the reasons stated herein, and not in consideration of any possible anti-takeover effect, such additional authorization of shares of Common Stock could be used by incumbent management to make it more difficult, and thereby discourage, any attempt to acquire control of the Company, even though stockholders of the Company may deem such an acquisition desirable. For example, the shares could be privately placed with a purchaser who might support the Board of Directors in opposing a hostile takeover bid. The issuance of new shares could also be used to dilute the stock ownership and voting power of a third party seeking to remove the Directors, replace incumbent Directors, accomplish certain business combinations or alter, amend or repeal portions of the Company's Amended and Restated Certificate of Incorporation.

        The proposed amendment would permit the issuance of additional shares of Common Stock up to the new maximum authorization of 2,000,000,000 shares without further action or authorization. The Board believes it is prudent for the Company to have this flexibility. The holders of Common Stock of the Company are not entitled to preemptive rights or cumulative voting. Accordingly, the issuance of additional shares of Common Stock might dilute, under certain circumstances, the ownership and voting rights of stockholders.

        Under Delaware law, an amendment of a Certificate of Incorporation to effectuate a change in the number of shares of the authorized capital stock of a corporation requires the approval of a majority of the outstanding stock entitled to vote thereon. In this instance, the holders of Common Stock are entitled to


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vote on the amendment and the holders of a majority of such Common Stock must approve this amendment for its passage.

        As of the Record Date there were 599,356,937 shares outstanding and approximately 109,375,079 shares are authorized for future issuance under the 2017 Option Plan, the 2009 Option Plan, the Directors' Deferred Compensation Plan and the 2012 Director's Restricted Stock Plan. Refer to Proposal 4 on page 55 to review a proposed amendment to the 2017 Option Plan to increase the number of options authorized to be granted under such plan.

        The proposed Fifth Amendment to the Restated Certificate of Incorporation of the Company, if adopted by the required vote of stockholders, will become effective on or about May 19, 2021.


FIFTH AMENDMENT TO THE RESTATED
CERTIFICATE OF INCORPORATION

        Article FOURTH of the Restated Certificate of Incorporation reads as follows before giving effect to the proposed amendment:

        Pursuant to the proposed amendment, Article FOURTH of the Amended and Restated Certificate of Incorporation would be deleted and replaced by the following:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL
OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.


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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company has adopted a written policy for the review and approval of transactions and arrangements between the Company and the Company'sCompany’s current directors, director nominees, current executive officers, greater than five percent stockholders, and their immediate family members. All transactions, regardless of amount, are required to be reported to and reviewed by the General Counsel of the Company who is required to report the results of his review to the Board or independent Directors, as appropriate. Following this review, the Board would determine whether any such transaction is in, or not inconsistent with, the best interests of the Company and its stockholders, taking into consideration whether any such transaction is on terms no less favorable to the Company than those available with unrelated third parties and the related person'sperson’s interest in the transaction. As required under the rules of the SEC, transactions that are determined to be directly or indirectly material to the Company or a related person must be disclosed in the Company'sCompany’s proxy statement.

Affiliates of FMR LLC ("Fidelity"(“Fidelity”) provide investment management services or other services in connection with the Company'sCompany’s 401(k) programs, the SERP and the DC SERP. In 2020,2023, with respect to the 401(k) program and DC SERP managed by Fidelity, (i) participants paid $3,433,571$4,005,507 (net) in mutual fund manager'smanager’s fees, and $166,784$306,446 in participant direct fees and (ii) the Company paid $62,268$96,102 in plan sponsor direct fees. In 2020,2023, with respect to the pension plan and related SERP, the Company paid $202,341incurred $281,043 in asset management fees to Fidelity. The related investment management agreements were entered into on an arm's-lengtharm’s-length basis.

The spouse of our director Anne Clarke Wolff joined the law firm of Faegre Drinker Biddle & Reath LLP as a partner in June 2022. In 2023, the Company paid legal fees and expenses of $4,898,982 to Faegre Drinker in connection with its representation of the Company in on-going litigation. Virtually all of these expenses were reimbursed by a third party pursuant to an indemnification agreement described more fully in our Annual Report on Form 10-K for the year ended December 31, 2022. Amphenol and the indemnitor agreed Amphenol should engage Faegre Drinker to represent us in the relevant lawsuit at the time the litigation commenced in early 2020. Ms. Wolff’s spouse does not work on any Company-related matters.
No other related party transactions were identified during or subsequent to 20202023 where the amount involved exceeded $120,000. As such, there are no other transactions to be reported in this proxy statement.


PROHIBITION ON SHORT SALES, TRANSACTIONS IN
DERIVATIVE SECURITIES AND HEDGING

        The Company has a written policy prohibiting officers and directors from engaging in (i) short sales of the Company's securities, (ii) transactions in puts, calls or other derivative securities involving the Company's securities, (iii) hedging transactions involving the Company's securities, (iv) purchases of the Company's securities on margin (other than a cashless exercise of stock options under the Company's equity plans), and (v) any pledges of the Company's securities to secure margin or other loans.


STOCK OWNERSHIP GUIDELINES FOR

NON-EMPLOYEE DIRECTORS AND CERTAIN EXECUTIVES

The Company has adopted stock ownership guidelines for its non-employee directors and certain of its executive officers. Each non-employee director is encouraged to own shares of the Company having a total value equal to at least 3x the annual cash retainer for Board service. The CEO is required to own shares of the Company having a total value equal to at least 5x base salary. The CFO is required to own shares of the Company having a total value equal to at least 3x base salary. Any new non-employee director or CEO or CFO will have five years from the date of his/her appointment to attain the required level of stock ownership. For purposes of this requirement, 60% of the value (assuming a cashless exercise) of vested but unexercised stock options count in determining stock ownership. Stock ownership does not include unvested stock options. There may be rare instances where the stock ownership guidelines would place a severe financial hardship on the director or executive. The Compensation Committee of the Board may, in its discretion, modify the stock ownership requirements in special circumstances.


CLAWBACK POLICY

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Effective as of ContentsOctober 2, 2023, the Company adopted the Clawback Policy, in compliance with Exchange Act Rule 10D-1 and the corresponding NYSE Listing Standards. The Clawback Policy addresses the recovery of amounts from incentive-based awards in the event the Company must prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy applies to current and former executive officers of the Company and reflects the Company’s culture that emphasizes accountability based on performance.

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PROHIBITION ON SHORT SALES, TRANSACTIONS IN
DERIVATIVE SECURITIES AND HEDGING
The Company has a written policy prohibiting officers and directors from engaging in (i) short sales of the Company’s securities, (ii) transactions in puts, calls or other derivative securities involving the Company’s securities, (iii) hedging transactions involving the Company’s securities, (iv) purchases of the Company’s securities on margin (other than a cashless exercise of stock options under the Company’s equity plans), and (v) any pledges of the Company’s securities to secure margin or other loans.
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INVESTOR OUTREACH

Amphenol regularly engages with key stockholders to discuss, among other items, governance issues to ensure that management and the Board understand and address issues that are important to the Company'sCompany’s stockholders. Through these engagements the Company has obtained valuable feedback. For example, in 2022, the Company adopted an amendment to the Company’s By-Laws to provide that in contested elections, directors will be elected under a plurality voting standard. This varies from the Company’s majority voting standard in uncontested elections. In addition, in 2016, the Board adopted an amendment to the Company'sCompany’s By-Laws that, among other things, implemented "proxy access"“proxy access”, which, subject to the requirements of the By-Laws, permits any stockholder or group of up to 20 stockholders that beneficially owns at least 3% of the Company'sCompany’s outstanding Common Stock continuously for three years to nominate candidates for election to the Board and to require the Company to list such nominees in the Company'sCompany’s proxy statement. In prior years, the Company has taken a variety of other significant actions in response to investor feedback, such as lowering the threshold to call special meetings of stockholders from 50% to 25%, declassifying the Board and providing for the annual election of directors, allowing stockholders to act by written consent and eliminating supermajority voting requirements in the Company's ArticlesCompany’s Certificate of Incorporation and By-Laws.

In 2020,2023, in addition to our regular investor engagement, the Company has againalso engaged with a number of importantother stakeholders on a variety of topics, including various ESG-related topics.

ESG related topics, and adopted the Clawback Policy in compliance with the applicable rules of the SEC and the NYSE Listing Standards.

The Company'sCompany’s Board welcomes direct engagement with significant stockholders to discuss matters of interest to such stockholders. Any such an engagement can be arranged by calling Lance D'Amico,D’Amico, our Senior Vice President, General Counsel and Secretary, at (203) 265-8606.


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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

        We are dedicated to

At Amphenol, we believe that making sustainable business choices, building true,strong relationships with our stakeholders and engaging in good corporate governance create long-term value for our customers,Company. Whether through minimizing our and our partners’ environmental footprint, following humane labor practices, supporting the development and diversity of our global team, ensuring the strength and integrity of our supply chain or giving back to our communities, we have always believed that it is not just good stewardship, but good business to focus on the long-term sustainability of Amphenol. Throughout Amphenol, we have a shared commitment to create innovative products and enable technologies that improve the lives of people around the world, to support the well-being of our employees and stockholders, while also minimizingcommunities and to sustain the health of our impact onplanet.
Our Board of Directors oversees the environmentCompany’s overall sustainability programs, including our annual Sustainability Report. The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibility for the “Environmental” portion of ESG, which includes (1) periodic reviews of the Company’s climate-change related strategies, policies, disclosures, goals, performance and being a positive force in our communities aroundmeasurement, including with respect to greenhouse gas emissions, energy and water usage and (2) monitoring the world. At the coreeffectiveness of this commitment is our strong belief that sustainable business practicesCompany systems necessary to ensure the Company's successcompliance with applicable legislation, regulatory requirements, industry standards and longevity. In order to better measure our environmental footprint and societal impact, we have made significant investments in the systems used to manage and track our progress in these important areas. These investments have allowed us to better capture and will continue to enhance our ability to quantify and convey the efforts already in place throughout the Company. Ultimately, we believe that ensuring long-term sustainable business practices is simply good business.


        Environment.     We recognize the importance of limiting our environmental footprint. Our operations are implementingCompany policies, programs and practices relevant to climate-change related matters. The Compensation Committee is responsible for assisting the Board in fulfilling its oversight responsibility for the “Social” portion of ESG, which includes a periodic review of the Company’s DEI programs and performance. The Nominating/Corporate Governance Committee continues to be responsible for assisting the Board in fulfilling its oversight responsibility for the “Governance” portion of ESG. Amphenol’s ESG initiatives are governed by a number of policies that reduce greenhouse gas (GHG) emissions, conserve water and decrease waste through reuse and recycling. We have reducedoutline our GHG emissions over the past three years and have committed to reducing our Scope 1 and 2 GHG emissions by 10% versus our 2018 levels by 2022. In addition, over the past three years, we have reduced our normalized water withdrawal and have increased the percentage of our waste that is recycled. Our operations are also designing products that enable our customers to minimize their own environmental footprint by reducing their power and energy use. In addition, we are activerelated principles including in designing products that support next-generation technologies including alternative energy generation and electric and hybrid vehicles.


        Supply Chain.     As stated inparticular our Code of Business Conduct and Ethics, policy, we have zero tolerance for human trafficking and slavery. To underpin our current practices, which are based on the United Nations Guiding Principles for Business & Human Rights, we have also issued aEnvironmental Policy, Global Human Rights Policy. To ensure thatPolicy, Diversity, Equity and Inclusion Policy and our suppliersHealth and Safety Policy, all of which are acting in a manner consistent with our values and standards, we have expanded our outreach and engagementavailable on our Supplier Code of Conduct and, in 2020, we published a new Supplier Responsible Labor Policy which sets forth the standards we expect our supply chain to uphold. After mapping our supply chain, we have begun engaging with our most at-risk Tier 1 Direct suppliers through an awareness campaign to ensure they are adhering to our standards. We are also committed against the use of conflict minerals and actively survey our supply chain on an annual basis to ensure we do not knowingly use these materials.


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        Ethics.     We strive to conduct business in an ethical way everywhere around the world. Our Code of Business Conduct and Ethics policy is a core document that our global management team reviews and re-commits to each year. This is further supported by a robust ethics and compliance program, including an independent internal audit function, compliance training as well as a whistleblower and investigation process with a strict policy prohibiting retaliation.


        Employees.     Our employees are our most valuable asset and core to how we conduct business. The Company's culture is based on a deep-rooted philosophy of accountability which provides our management teams the tools to do their jobs and the authority and sense of ownership to do them effectively. Amphenol continues to invest in our people and strives to always ensure that they work in an ethical and highly rewarding environment. In particular, given the current COVID-19 pandemic, the Company has taken significant steps to ensure the safety of our employees amidst this unprecedented crisis. The safety of our people is always critical, and we work together in a culture of mutual protection where worker safety is always a top priority. The depth and stability of our global workforce continues to be the core asset of Amphenol. We are striving to develop a diverse and inclusive leadership team. Of our 19 executive leaders, seven were born outside of the United States and four identify as either (i) an under-represented minority (Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities) and/or (ii) LGBTQ+. Three members of our executive leadership team are women.

website. We recognize that sustainabilityESG practices and programsinitiatives require transparency and accountability andaccountability. To this end, we intend to publish an updateda Sustainability Report on an annual basis. Ourbasis, the most recent Sustainability Report was published in 2020 andof which is available on the home page of our website. We anticipate publishing our 2023 Sustainability Report prior to the Annual Meeting. For more information about our sustainability efforts,ESG practices and initiatives, please visit the sustainability section of our website at https://www.amphenol.com/​sustainability.

Information on or accessed through our website is not incorporated in this proxy statement,statement.
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PROPOSAL 5. APPROVAL OF AN AMENDMENT TO THE COMPANY’S
RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION
On March 22, 2024 the Board of Directors approved the amendment to the Company’s Restated Certificate of Incorporation as described below (the “Amendment”), subject to the approval of the Company’s stockholders at the Annual Meeting. The stockholders of the Company are being asked to approve the Amendment.
SIXTH AMENDMENT TO THE RESTATED
CERTIFICATE OF INCORPORATION
Article SEVENTH of the Restated Certificate of Incorporation, dated May 19, 2021, reads as follows before giving effect to the Amendment:
“SEVENTH: Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.”
   Pursuant to the Amendment, Article SEVENTH of the Restated Certificate of Incorporation would be deleted in its entirety and you shouldreplaced by the following:
“SEVENTH: Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any amendment, repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not relyadversely affect any right or protection of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.”
Effect of the Proposed Amendment
Article SEVENTH of our Restated Certificate of Incorporation currently provides for the elimination of liability of directors for monetary damages to the Company and its stockholders for breach of fiduciary duty except as otherwise provided by the Delaware General Corporation Law (“DGCL”), but does not eliminate the liability of officers for monetary damages to the Company or its stockholders for any breach of fiduciary duty. Recently, Section 102(b)(7) of the DGCL was amended (as amended, “Amended 102(b)(7)”) to enable a corporation to include in its certificate of incorporation a provision eliminating or limiting the liability of certain officers for monetary damages for breach of the fiduciary duty of care in certain circumstances. Previously, Section 102(b)(7) provided that a corporation could adopt a provision of its certificate of incorporation that would provide for the exculpation of its directors, but not of its officers. Amended 102(b)(7) allows for the adoption of a provision of the certificate of incorporation limiting or eliminating the liability of specified officers for monetary damages for breach of the fiduciary duty of care only in connection with direct claims brought by stockholders, including class actions. Any such provision of the certificate of incorporation, however, may not eliminate such officers’ monetary liability for breach of fiduciary duty in connection with claims brought by the corporation itself or for claims brought derivatively by stockholders in the name of the corporation.
Further, as is also the case for directors, Amended 102(b)(7) does not permit a corporation to exculpate Covered Officers (as defined below) from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Under Amended 102(b)(7), the officers who may be exculpated include a person who (i) is the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the corporation at any time during the course of conduct alleged in the action or proceeding to be wrongful, (ii) is or was identified in the corporation’s public filings with the SEC because such person is or was one of the most highly compensated executive officers of the corporation, or (iii) has consented to services of process in Delaware by written

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agreement (collectively, “Covered Officers”). Moreover, under Amended Section 102(b)(7), the Amendment, if adopted, would not operate to eliminate or limit the liability of any Covered Officer to the Company or its stockholder for any act or omission occurring prior to the effective date of the Amendment.
Reasons for the Proposed Amendment
In approving the Amendment and recommending it for approval by the Company’s stockholders, the Board of Directors considered that the role of an officer (like the role of a director) requires time-sensitive decision-making on crucial matters that can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Adopting an officer exculpation provision that aligns with the protections afforded under the DGCL could prevent protracted or otherwise meritless litigation that distracts from the Company’s primary objective of driving long-term shareholder value. The Board of Directors believes the Amendment better aligns the protections available to the Company’s officers with those currently available to the Company’s directors, and that limiting concern about personal liability will empower officers to best exercise their business judgment in furtherance of stockholder interests. The Board of Directors also considered the narrow class and type of claims and limited group of Covered Officers to which the Amendment would apply under Amended 102(b)(7). The Board believes the Amendment would better position the Company to continue to attract and retain top executive talent and that the Company’s ability to attract and retain top executive talent may be adversely impacted if other companies adopt officer exculpation provisions that implement the expanded protections now offered under the DGCL and the Company does not. Accordingly, the Board of Directors approved, declared advisable and in the best interests of the Company and its stockholders, and recommended that the stockholders approve and adopt, the Amendment.
If the Company’s stockholders approve the Amendment, it will become effective upon the filing of the certificate of amendment setting forth the Amendment with the Delaware Secretary of State, which the Company anticipates doing as soon as practicable following stockholder approval. Other than the replacement of the existing Article SEVENTH, the remainder of the Company’s Restated Certificate of Incorporation will remain unchanged after effectiveness of the Amendment. In addition, the Company intends to file a new Restated Certificate of Incorporation to integrate the Amendment (if approved) into a single document, and a copy of such informationRestated Certificate of Incorporation may be obtained by written request to the Company’s Secretary at the address on the first page of this Proxy Statement.
If the Company’s stockholders do not approve the Amendment, the Company’s current exculpation provisions relating to directors will remain in making a decision on how to vote.

place, and the Certificate of Amendment will not be filed with the Delaware Secretary of State.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION.

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STOCKHOLDER PROPOSALS

Any stockholder wishing to include a proposal in the Company'sCompany’s proxy statement for the 20222025 annual meeting in accordance with Rule 14a-8 of the Exchange Act must submit their proposal in writing by mail to the Secretary of the Company at Amphenol Corporation, 358 Hall Avenue, Wallingford, Connecticut 06492, Attention: Secretary no later than the close of business on December 13, 2021.[9], 2024. Stockholder proposals that are sent to any other person or location or by any other means may not be received in a timely manner. In order to avoid controversy, stockholders should submit their proposals by means that permit them to prove the date of delivery. Any stockholder proposal received by the Secretary of the Company after the date specified will not be included in the Company'sCompany’s proxy statement for the 20222025 annual meeting. Further, all proposals submitted for inclusion in the Company'sCompany’s proxy statement for the 20222025 annual meeting must comply with all of the requirements of Rule 14a-8 of the Exchange Act.

Stockholders of the Company are also entitled by the Company'sCompany’s By-Laws to bring business before the Annual Meeting, including matters not specified in the notice of meeting (other than proposals submitted for inclusion in the Company'sCompany’s proxy material pursuant to Rule 14a-8 of the Exchange Act), by giving timely notice in writing by mail to the Secretary of the Company at Amphenol Corporation, 358 Hall Avenue, Wallingford, ConnecticutCT 06492, Attention: Secretary. To be timely, notice must be delivered not less than 6090 days nor more than 90120 days prior to the anniversary of the preceding annual meeting, provided however,or, if lessthe date of the annual meeting is more than 70 days' notice30 days before or 60 days after such anniversary date, not later than the 90th day prior to such annual meeting or, if later, the tenth day following the day on which public disclosure of the date of such annual meeting was first made. For the meeting has been given or made to2025 Annual Meeting of stockholders, notice of the stockholder's proposal must be received in writing by mail by the Secretary of the Companydelivered no sooner than January 16, 2025 and no later than the tenth day following the mailing of this proxy statement.February 15, 2025. Such a notice must also conform to the requirements of and set forth the Company'sinformation required by the Company’s By-Laws.
In addition to satisfying the foregoing requirements under the Company’s By-Laws, which stipulate that the proposal must include (i) a description of the business to be brought before the meeting, (ii) the reasons for conducting such business at the


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annual meeting, (iii) the name and record address of the stockholder togethercomply with the numberuniversal proxy rules, stockholders who intend to solicit proxies in support of shares beneficially owned and (iv) a description of any material interest ofdirector nominees other than the stockholder in such business.

Company’s nominees must also provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

In addition, the Company'sCompany’s By-Laws provide a proxy access right permitting stockholders who have beneficially owned 3% or more of the Company'sCompany’s Common Stock continuously for at least 3 years to submit director nominations via the Company'sCompany’s proxy materials for up to 20% of the directors then serving. Notice of proxy access director nominations for the 20222025 annual meeting must be delivered in writing by mail to the Secretary of the Company at Amphenol Corporation, 358 Hall Avenue, Wallingford, CT 06492, Attention: Secretary, no earlier than November 13, 2021[9], 2024 and no later than the close of business on December 13, 2021.[9], 2024. In addition, the notice must set forth the information required by the Company'sCompany’s By-Laws with respect to each proxy access director nomination that a stockholder intends to present at the 20222025 annual meeting.


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A stockholder has given the Company notice of the intent to introduce the following proposal for consideration and action by the stockholders at the Annual Meeting.

The stockholder proposal may contain assertions about the Company that the Company believes are incorrect. The Board has not attempted to refute all assertions and the Company has not corrected any errors in the stockholder proposal. TheJohn Chevedden, 2215 Nelson Ave, No. 205, Redondo Beach, CA 90278, the beneficial owner of 100 shares of Common Stock on the date the proposal was submitted, has notified the Company will provideof his intent to present the name, address and share ownership offollowing proposal at the stockholder proponent upon request.

PROPOSAL 6. STOCKHOLDER PROPOSAL
Annual Meeting.

.
Proposal 6—Improve Our Catch-22 Proxy Access

Special Shareholder Meeting Improvement

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Shareholders request thatask our board of directorsto take the steps necessary to enable as many shareholders as may be neededamend the appropriate company governing documents to combine theirgive owners of a combined 15% of our outstanding common stock the power to call a special shareholder meeting.

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A 15% stock ownership threshold to call a special meeting would bring Amphenol generally in line with more than 100 companies that provide for 25% of shares to equal 3% of our stock owned continuously for 3-years in order to enable shareholder proxy access.

        The current arbitrary ration of 20 shareholders to initiate shareholder proxy access can be called Catch-22 Proxy Access. In order to assemble a group of 20 shareholders, who have owned 3% of company stock for an unbroken 3-years, one would reasonably need to start with 60 activist shareholders who own 9% of company stock for an unbroken 3-years because initiating proxy access is a complicated process that is easily susceptible to errors. It is a daunting process that is also highly susceptible to dropouts.

        The 60 activist shareholders could then be whittled down to 40 shareholders because some shareholders would be unable to timely meet all the paper chase requirements. After the 40 shareholders submit their paperwork—then management might arbitrarily claim that 10 shareholders do not meet the requirements (since the Amphenol Board of Directors is the almighty authority in interpreting the APH proxy access rules according to the APH proxy access rules) and management might convince another 10 shareholders to drop out—leaving 20 shareholders. But the current bylaws do not allow 40 shareholders to submit their paperwork to end up with 20 qualified shareholders.

        And 60 shareholders who own 9% of APH stock for an unbroken 3-years might determine that they own 51% of APH stock when length of unbroken stock ownership is factored out.

        But how does one begin to assemble a group of 60 potential participants if potential participants cannot even be guaranteed participant status after following the rules that are 4100-words of tedious language—because a single shareholder always takes the risk that one will be the 21st shareholder that could be voted off the island after a substantial investment of time by the arbitrary ration of 20 shareholders.

        More emphasis should be given to improving proxy access because of our limited rightable to call for a special shareholder meeting.

        Currently it takes More than 100 companies do not attach strings to their 25% threshold. However Amphenol attached a big string to its current threshold by excluding all shares that are not held for a full continuous year. Thus to make up for the formal backing 25%exclusion of Amphenol Corporation shares to call a special meeting. A big setback is that all shares held for less than one unbrokena full continuous year are 100% disqualified.

        Thus the owners of 25% of APH stock held for an unbroken year could determine that they own 50% of APH stock when the length of stock ownership is factored out. It is not a good bargain for APH shareholders to have to own 50% of APH shares in order to call fornew threshold at Amphenol should reasonably be set at 15%.

Since a special shareholder meeting.

        Plusmeeting can be useful in replacing a director, this proposal may be an incentive for Amphenol directors to improve their performance and in turn improve Amphenol shareholder value. For instance Mr. David Falck, Amphenol Presiding Director, received the most against votes of any Amphenol director in 2023.

Calling a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call a special shareholder meeting has takenis that it gives Amphenol shareholders a big hit duePlan B option if management is not interested in good faith shareholder engagement. Management would have an incentive to genuinely engage with shareholders as an alternative to conducting a special shareholder meeting.
With the avalanchewidespread use of online shareholder meetings that are often tightly controlled bare bones meetings where all challenging questionsit is much easier for management to conduct a special shareholder meeting and comments are screened out by management.

thus Amphenol bylaws need to be updated accordingly.

Please vote yes:
Improve Our Catch-22 Proxy Access—
Special Shareholder Meeting Improvement—Proposal 6



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The Board's Statement in Opposition

        The Board of Directors has adopted a proxy access by-law (the "Proxy Access By-law") that it believes follows well-established best practices and is in the best interests of our stockholders. The Board has considered this proposal and concluded that its adoption is unnecessary and not in the best interest of our stockholders. Therefore, the Board UNANIMOUSLY recommends a vote AGAINST this proposal for the following reasons.

The Board has adopted proxy access for the benefit of all stockholders.

        Amphenol has always strived to maintain high corporate governance standards. We understand that proxy access is an important governance issue for many of our stockholders. Because of this, after consultation with some of our largest stockholders, our Board considered various potential formulations of proxy access, including the provisions advocated by the proponent. Based upon our Board's assessment of the relative advantages and disadvantages to stockholders of the various possible proxy access formulations, and based on feedback from some of our largest stockholders, our Board amended Amphenol's By-laws in March 2016 to implement proxy access in the form it believes is most meaningful and appropriate for the Company and its stockholders.

        The Proxy Access By-law permits any stockholder or group of up to 20 stockholders that beneficially owns at least 3% of our outstanding Common Stock continuously for three years to nominate candidates for election to the Board and requires the Company to list such nominees along with the Board's nominees in the Company's proxy statement. Pursuant to the Proxy Access By-law, the qualifying stockholder or group of stockholders may nominate up to 20% of the Board, rounding down to the nearest whole number of Board seats (but no less than two).

The provisions of the Proxy Access By-law follow well-established best practices and are consistent with all of the proxy access bylaws adopted by public companies in 2020.

        We believe that the Proxy Access By-law establishes a robust proxy access right. In addition to capturing what the Board considers to be best practice with regard to proxy access, the provisions of the Proxy Access By-law are consistent with the majority of the proxy access bylaws adopted by other public companies in 2020, as detailed below:

Placing reasonable limitations on the number of stockholders who can form a group to establish the required ownership threshold will save Company resources.

        We believe that a reasonable limitation on the number of stockholders who can aggregate their holdings in order to nominate a director should be established. By limiting the number of stockholders, the Company can reduce administrative costs and the risk of abuse by stockholders with a special interest, including interests unrelated to long-term shareholder value. In the absence of a reasonable limitation on the number of stockholders in a group, the Company could be required to make burdensome and



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time-consuming inquiries into the nature and duration of the share ownership of a large number of individuals participating in a nomination in order to verify their required share ownership, which could impede the exercise of proxy access rights by other stockholders.

        Our proxy access right limits the number of stockholders who can assemble as a group to 20 holders of record, which, as noted above, is consistent with the overwhelming majority of proxy access bylaws. Allowing a limited number of holders to act as a group strengthens the principle that we believe is shared by most of our stockholders: that the right to nominate a director using the Company's proxy statement should be available only for those who have a sufficient financial stake in the Company to cause their interests to be aligned with the long-term interests of our stockholders as a whole.

We have an established record of best governance practices and are responsive to stockholders.

        In addition to the Proxy Access By-law, there are a number of other key protections currently in place for our stockholders, including the following:

        For these reasons, the Board of Directors UNANIMOUSLY urges stockholders to vote AGAINST this proposal.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 6.

6

TableThe Board has carefully considered this proposal and believes that it is not in the best interests of Contentsour stockholders in light of Amphenol’s existing special meeting right, which allows stockholders holding no less than 25% of our capital stock continuously for at least one year the right to call a special meeting of stockholders (the “Existing Special Meeting Right”). The 25% special meeting ownership threshold is consistent with the predominant market practice. Moreover, at each of our 2018, 2019, 2020 and 2022 annual meetings of stockholders, our stockholders rejected a proposal also proposed by Mr. Chevedden that was the same or very similar to the current proposal. Consequently, the Board UNANIMOUSLY recommends a vote AGAINST this proposal for the following reasons.

A 25% ownership threshold provides a procedural safeguard against abuse, corporate waste and activist investors with short-term goals and is consistent with clear market practice.
Amphenol’s Existing Special Meeting Right strikes the appropriate balance between ensuring that stockholders have the ability to call a special meeting of stockholders to act on extraordinary and urgent matters, while at the same time protecting against a misuse of this right by a small number of stockholders whose interests may not be aligned with the remaining 85% of our stockholders.
Failure to aggregate sufficient stock ownership to reach the 25% ownership threshold is a strong indicator that a sufficient interest among the majority of stockholders does not exist to call a special meeting. Lowering this threshold risks giving a small group of stockholders a disproportionate amount of influence over the Company’s affairs.
In providing the Existing Special Meeting Right, our Board recognized the need for appropriate parameters, given that special meetings of stockholders can be disruptive to business operations, cause us to incur substantial expenses and harm long-term stockholder interests. The Board, management and employees must devote a significant amount of time and attention preparing for such meetings, which distracts them from their primary focus of maximizing long-term financial returns for stockholders and operating our business in the best interest of stockholders. In addition, with each special meeting of stockholders, we must incur significant expenses in order to prepare the disclosures required for such meetings, print and distribute materials, solicit proxies, host the meeting and tabulate votes. As a result, special meetings of stockholders should be limited to circumstances where a substantial number of stockholders believe a matter is sufficiently urgent or extraordinary to justify calling a special meeting.
Amphenol’s Existing Special Meeting Right also serves as a protective mechanism against activist investors with short-term goals. With a lower threshold, a small number of stockholders could use the special meeting right to advance special interest agendas, goals not widely shared by the stockholder base as a whole or apply short-term oriented pressure inconsistent with the long-term interests of the Company and our stockholders. A 25% special meeting threshold ensures that a special meeting of stockholders may only be called by a stockholder or group of stockholders with a substantial stake in our Company. The Existing Special Meeting Right appropriately safeguards stockholder interests and prevents corporate waste, while at the same time ensuring that stockholders have the ability to call special meetings when appropriate.
In addition, the continuous one-year holding period is consistent with the minimum holding period established by the SEC under Rule 14a-8 of the Exchange Act, which enables a stockholder to include a proposal in an issuer’s proxy statement. In adopting the holding requirements under Rule 14a-8, the SEC indicated that the holding period should be calibrated such that a stockholder has a meaningful “economic stake or investment interest” in a company before the stockholder may draw on company and stockholder resources and command the time and attention of other stockholders to consider and vote on the proposal. Our Board believes the SEC’s reasoning is equally applicable to the Company’s continuous one-year holding requirement for requesting a special meeting.
Moreover, a 25% special meeting ownership threshold is in line with clear market practice. As of February 2024, within the S&P 500, 337 U.S. incorporated companies afford stockholders the right to call a special meeting of stockholders. Of those companies, a majority have adopted an ownership threshold of 25% or higher for allowing stockholders to call a special meeting, with the most common aggregate threshold at 25%.

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The Existing Special Meeting Right already provides our stockholders with a meaningful right to call a special meeting.
The 25% ownership threshold included in Amphenol’s Existing Special Meeting Right already provides our stockholders with a meaningful right to call a special meeting of stockholders. Based on our current stockholder base, our top three stockholders hold an approximate 30% of ownership, in aggregate, and therefore they could act together to call a special meeting. Any of those stockholders could also satisfy the 25% ownership threshold by partnering with other large stockholders to call a special meeting. If stockholders holding just 15% of our capital stock had the ability to call a special meeting, then our largest stockholder could act together with just one additional stockholder to call a special meeting. This could lead to a disproportionate influence over our business by a small number of stockholders.
We are committed to regular stockholder engagement and strong and effective corporate governance policies that provide sufficient avenues for stockholders to meaningfully engage in Company affairs.
Amphenol regularly engages with key stockholders, which allows management and the Board to understand and address issues that are important to the Company’s stockholders, including governance issues. Our existing governance policies provide stockholders with numerous avenues to address and discuss our business and governance policies with the Board, and demonstrate our responsiveness and willingness to engage with stockholders and provide them with a meaningful voice.
Based on stockholder feedback over the past years, the Board has approved amendments to the Company’s By-Laws that, among other things:
•
adopted “proxy access;”
​
•
implemented the Existing Special Meeting Right;
​
•
declassified the Board and provided for annual election of directors;
​
•
allowed stockholders to act by written consent; and
​
•
eliminated the supermajority voting requirements in the Company’s Certificate of Incorporation and By-Laws.
​
In light of the existing opportunities for stockholder engagement, including the Existing Special Meeting Right, the Board believes that the adoption of this proposal will not make a meaningful difference in our stockholders’ ability to engage with the Board or influence Amphenol’s business or governance policies.
The Existing Special Meeting Right reflects the input of many of Amphenol’s stockholders, who have consistently and repeatedly rejected similar proposals by Mr. Chevedden.
At our 2013 annual meeting of stockholders, our stockholders defeated a proposal that sought to give holders of 10% of our capital stock the power to call a special meeting of stockholders. In response to the failure of that proposal, we engaged with many of our stockholders to discuss, among other items, the ability of our stockholders to call a special meeting. After careful consideration and in response to stockholder feedback, the Board amended the By-Laws in 2014 in order to lower the threshold of the Company’s voting power required to call a special meeting of stockholders from 50% to 25%, creating the Existing Special Meeting Right. Most recently, at our 2018, 2019, 2020 and 2022 annual meetings of stockholders, our stockholders once again voted against proposals proposed by Mr. Chevedden that were the same as or very similar to the current proposal, which sought to give holders of 10% (in 2018, 2019 and 2022) and 15% (in 2020) of our capital stock the power to call a special meeting of stockholders. For the above reasons, the Board has determined that it is not in the best interests of Amphenol or its stockholders to adopt this proposal. Doing so is unnecessary in light of Amphenol’s Existing Special Meeting Right.
Lastly, Mr. Chevedden argues that “since a special shareholder meeting can be useful in replacing a director, this proposal may be an incentive for Amphenol directors to improve their performance and in turn improve Amphenol shareholder value.” Although this statement may be true in some situations, we would be remiss if we did not point out that Amphenol’s directors have been excellent stewards of shareholder value over the long, medium and short term. Amphenol’s shares have delivered an approximately 17% compound

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annual return for the ten years ended December 31, 2023, significantly exceeding the 12% return of the S&P 500 during that same time period. In addition, the Company’s closing stock price grew from $76.14 on December 31, 2022 to $99.13 on December 31, 2023, a 30% increase, compared to an increase of 24% for the S&P 500 over the comparable period. The Board believes the Company’s performance speaks for itself.
For these reasons, the Board UNANIMOUSLY urges stockholders to vote AGAINST the proposal to require an amendment to Amphenol’s bylaws to reduce the special meeting ownership threshold to 15%.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 6.

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GENERAL AND OTHER MATTERS

At the date of this proxy statement, the Company knows of no business that will be brought before the 20212024 Annual Meeting of Stockholders other than the matters set forth above. However, if any further business properly comes before the Annual Meeting or any adjournments thereof, the persons named as proxies in the accompanying proxy will vote them in accordance with their discretion and judgment on such matters.

The Company has herewith and/or heretofore provided each stockholder whose proxy is being solicited hereby, a copy of the Company's 2020Company’s 2023 Annual Report, including financial statements. Written requests for additional copies should be directed to: Controller, Amphenol Corporation, 358 Hall Avenue, Wallingford, Connecticut 06492. The Company's 2020Company’s 2023 Annual Report, including financial statements, is also available from the Company'sCompany’s website at www.amphenol.com by clicking on "Investors"“Investors”, then "Financials"“Financials” and then "2020“2023 Annual Report"Report”.

If you need directions to attend the Annual Meeting and vote in person, please call 203-265-8606.






203-265-8627.

PLEASE DATE AND SIGN THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED

REPLY ENVELOPE ON WHICH NO POSTAGE NEED BE AFFIXED IF MAILED

IN THE UNITED STATES.






By Order of the Board of Directors,

Lance E. D'Amico
D’Amico
Senior Vice President, Secretary and General Counsel

April 12, 2021

[8], 2024


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ANNEX A

AMENDED AND RESTATED
2017

2024 RESTRICTED STOCK PURCHASE AND OPTION PLAN
FOR KEY EMPLOYEESDIRECTORS OF
AMPHENOL AND SUBSIDIARIES

ARTICLE CORPORATION

I.

PURPOSE

OF PLAN; DEFINITIONS.

​
1.1
Purpose.   The Plan's purpose of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “Plan”) is to enhance the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the strengthen Amphenol Corporation, a Delaware corporation (the “Company”), by providing thesean additional means of attracting, retaining and compensating highly qualified individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article IX.


ARTICLE II.
ELIGIBILITY

        Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.


ARTICLE III.
ADMINISTRATION AND DELEGATION

        3.1    Administration.    The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practicesfor service as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator's determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

        3.2    Appointmentmembers of Committees.    To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.


ARTICLE IV.
STOCK AVAILABLE FOR AWARDS

        4.1    Number of Shares.    Subject to adjustment under Article VI and the terms of this Article IV, Awards may be made under the Plan covering up to the Overall Share Limit. As of May 18, 2017, the Company ceased granting awards under the Prior Plans; however, Prior Plan Awards will remain subject to the terms of the applicable Prior Plan. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

        4.2    Share Recycling.    If all or any part of an Award expires, lapses or is terminated, surrendered, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company not issuing any Shares covered by the Award, the unused Shares covered by the Award will again be available for Award grants under the Plan.

        4.3    Substitute Awards.    In connection with an entity's merger or consolidation with the Company or the Company's acquisition of an entity's property or stock, the Administrator may grant Awards in substitution for any options granted before such merger or consolidation by such entity or its affiliate.


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Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above). Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.


ARTICLE V.
STOCK OPTIONS

        5.1    General.    The Administrator may grant Options to Service Providers subject to the limitations in the Plan. The Administrator will determine the number of Shares covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option.

        5.2    Exercise Price.    The Administrator will establish each Option's exercise price and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option. Notwithstanding the foregoing, if on the last day of the term of an Option the Fair Market Value of one Share exceeds the applicable exercise or base price per Share, the Participant has not exercised the Option and remains employed by the Company or one of its Subsidiaries and the Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment made by withholding Shares otherwise issuable in connection with its exercise. In such event, the Company shall deliver to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and required withholding taxes; provided, however, any fractional Share shall be settled in cash.

        5.3    Duration of Options.    Each Option will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option will not exceed ten years. Notwithstanding the foregoing and unless determined otherwise by the Company, in the event that on the last business day prior to the expiration of an Option (i) the exercise of the Option is prohibited by Applicable Law, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable current or former Service Provider due to any Company insider trading policy (including blackout periods) or a "lock-up" agreement undertaken in connection with an issuance of securities by the Company, the term of the Option shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the original maximum term of the applicable Option unless the exercise would violate an Applicable Law as set forth in clause (i) above. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option, violates the non-competition, non-solicitation or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right to exercise the Option may be terminated by the Company and the Company may suspend the Participant's right to exercise the Option when it reasonably believes that the Participant has participated in any such violation. In addition, if, prior to the end of the term of an Option, the Participant is given notice by the Company or any of its Subsidiaries of the termination of his or her employment or other relationship by the Company


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or any of its Subsidiaries for Cause, and the effective date of such employment or other termination is subsequent to the date of the delivery of such notice, the right to exercise the Option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant's employment or other relationship shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment or other relationship (in which case the right to exercise the Option shall terminate immediately upon the effective date of such termination of employment or other relationship).

        5.4    Exercise.    Options may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Option is exercised and (ii) as specified in Section 7.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option may not be exercised for a fraction of a Share.

        5.5    Payment Upon Exercise.    Subject to Section 8.8, any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:

            (a)   cash, wire transfer of immediately available funds or by check payable to the order of the Company; provided, that, the Company may limit the use of one of the foregoing exercise methods if one or more of the exercise methods below is permitted;

            (b)   if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant's delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;

            (c)   to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;

            (d)   to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option's exercise valued at their Fair Market Value on the exercise date;

            (e)   to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or

            (f)    to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.


ARTICLE VI.
ADJUSTMENTS FOR CHANGES IN COMMON STOCK
AND CERTAIN OTHER EVENTS

        6.1    Equity Restructuring.    In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VI, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award's exercise price, granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 6.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

        6.2    Corporate Transactions.    In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation,


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combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant's request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

            (a)   To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise of the vested portion of such Award; provided that, if the amount that could have been obtained upon the exercise of the vested portion of such Award is equal to or less than zero, then the Award may be terminated without payment;

            (b)   To provide that such Award shall vest and be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

            (c)   To provide that such Award be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise price, in all cases, as determined by the Administrator;

            (d)   To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;

            (e)   To replace such Award with other rights or property selected by the Administrator; and/or

            (f)    To provide that the Award will terminate and cannot vest or be exercised after the applicable event, in which case the Administrator shall notify the Participant that the vested portion of the Award shall be fully exercisable for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of such event, and such Award shall terminate upon the expiration of such period.

        6.3    Administrative Stand Still.    In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction.

        6.4    General.    Except as expressly provided in the Plan or the Administrator's action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity


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Restructuring under Section 6.1 above or the Administrator's action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award's grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company's right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VI.


ARTICLE VII.
GENERAL PROVISIONS APPLICABLE TO AWARDS

        7.1    Transferability.    Except as the Administrator may determine or provide in an Award Agreement or otherwise, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator's consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant's authorized transferee that the Administrator specifically approves.

        7.2    Documentation.    Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.

        7.3    Discretion.    Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

        7.4    Termination of Status.    The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant's Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant's legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.

        7.5    Withholding.    Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant's Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the maximum statutory withholding rates for the applicable jurisdiction (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 8.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company; provided, that, the Company may limit the use of one of the foregoing methods if one or more of the exercise methods below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company


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at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company's retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant's behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant's acceptance of an Award under the Plan will constitute the Participant's authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

        7.6    Amendment of Award; Prohibition on Repricing.    The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award or changing the exercise date. The Participant's consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant's rights under the Award, or (ii) the change is permitted under Article VI or pursuant to Section 8.6. Other than pursuant to Sections 6.1 and 6.2, the Administrator shall not without the approval of the Company's stockholders (a) lower the exercise price per Share of an Option after it is granted, (b) cancel an Option when the exercise price per Share exceeds the Fair Market Value of one Share in exchange for cash or another Award, or (c) take any other action with respect to an Option that the Company determines would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.

        7.7    Conditions on Delivery of Stock.    The Company will not be obligated to deliver any Shares under the Plan until (i) all Award conditions have been met or removed to the Company's satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company's inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

        7.8    Acceleration.    The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable or shall continue to vest and become exercisable following a Termination of Service.


ARTICLE VIII.
MISCELLANEOUS

        8.1    No Right to Employment or Other Status.    No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.

        8.2    No Rights as Stockholder; Certificates.    No Participant or Designated Beneficiary will have any rights as a stockholder (including, but not limited to, the receipt of dividends) with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock


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certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.

        8.3    Effective Date and Term of Plan.    The Plan, as amended and restated, will become effective on the date it is approved by the Company's stockholders and, unless earlier terminated by the Board, will remain in effect until March 30, 2031, the tenth anniversary of the date the Board adopted the Plan, as amended and restated, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan, as amended and restated, is not approved by the Company's stockholders, the Plan will continue in full force and effect in accordance with its terms and conditions as in effect immediately prior to the date this Plan, as amended and restated, was approved by the Board.

        8.4    Amendment of Plan.    The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant's consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

        8.5    Provisions for Foreign Participants.    The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

        8.6    Section 409A.    The Company intends that all Awards be structured to be exempt from Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant's consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award's grant date. The Company makes no representations or warranties as to an Award's tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 8.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant "nonqualified deferred compensation" subject to taxes, penalties or interest under Section 409A.

        8.7    Limitations on Liability.    Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan's administration or interpretation, against any cost or expense (including attorneys' fees) or liability (including any sum paid in settlement of a claim with the Administrator's approval) arising from any act or omission concerning this Plan unless arising from such person's own fraud or bad faith.

        8.8    Lock-Up Period.    The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act,


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prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities, whether subject to outstanding Awards or otherwise, during a period of up to one hundred eighty days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter (the "Lock-Up Period"). The Company may impose stop-transfer instructions with respect to Shares subject to the foregoing prohibitions until the end of the Lock-Up Period and these restrictions will be binding on the applicable Participant. Further, each Participant shall, if so requested by any underwriter representative, execute a customary lock-up agreement which shall provide such terms as such underwriter representative may in its discretion request, including, without limitation the prohibition on sale and transfer during the Lock-Up Period described in this Section 8.8.

        8.9    Data Privacy.    As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant's participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant's name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the "Data"). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant's participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant's country, or elsewhere, and the Participant's country may have different data privacy laws and protections than the recipients' country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant's participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant's participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 8.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant's ability to participate in the Plan and, in the Administrator's discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 8.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

        8.10    Severability.    If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

        8.11    Governing Documents.    If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.

        8.12    Governing Law.    The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state's choice-of-law principles requiring the application of a jurisdiction's laws other than the State of Delaware.


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        8.13    Claw-back Provisions.    All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.

        8.14    Titles and Headings.    The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan's text, rather than such titles or headings, will control.

        8.15    Conformity to Securities Laws.    Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

        8.16    Relationship to Other Benefits.    No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.

        8.17    Broker-Assisted Sales.    In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 7.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker's fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant's applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant's obligation.

        8.18    Individual Award Limitation.    Notwithstanding any provision in the Plan to the contrary, and subject to adjustment as provided in Article VI, the maximum aggregate number of Shares with respect to one or more Awards of Options that may be granted to any one person during any fiscal year of the Company shall be 3,000,000. The limitation in this Section shall be multiplied by two (2) with respect to Awards granted to a Participant during the first fiscal year in which the Participant commences employment with the Company and/or its Subsidiaries.


ARTICLE IX.
DEFINITIONS

        As used in the Plan, the following words and phrases will have the following meanings:

        9.1   "Administrator" means the Board or a Committee to the extent that the Board's powers or authority under the Plan have been delegated to such Committee. As of the date the Board approved the Plan, the Compensation Committee of the Board is expected to be the initial Administrator.

        9.2   "Applicable Laws" means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable


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rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted.

        9.3   "Award" means a grant under the Plan of Options.

        9.4   "Award Agreement" means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

        9.5   "Board" means the Board of Directors of the Company.

        9.6   "Cause" means (i) if Participant is The Plan enables Non-Employee Directors to increase their ownership of the Company’s Common Stock, allowing them to have a party to a written employment or consulting agreement withgreater personal financial stake in the Company or anyand underscoring their common interest with stockholders in increasing the value of its Subsidiaries or an Award Agreementthe Company’s Common Stock in the long term.

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1.2
Definitions.   For purposes of this Plan, the following terms shall be defined as indicated, unless otherwise clearly required by the context in which the term "cause" is defined (a "Relevant Agreement"), "cause" as defined inappears:
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“Award” shall mean any award of Restricted Shares under the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A)Plan.
“Board of Directors” shall mean the Administrator's determination that Participant failed to substantially perform Participant's duties (other than a failure resulting from Participant's Disability); (B) the Administrator's determination that Participant failed to carry out, or comply with any lawful and reasonable directiveBoard of Directors of the Board or Participant's immediate supervisor; (C) the occurrenceCompany.
“Change of any act or omission by Participant that could reasonably be expected to result in (or has resulted in) Participant's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense; or (D) Participant's commission of an act of fraud, embezzlement, misappropriation, gross misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.

        9.7   "Change in Control" meansControl” shall mean and includes each of the following:

            (a)   

(i)
A transaction or series of transactions (other than an offering of the Company’s Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i)(A) and (ii)(B) of subsection (c)(iii) below) whereby any "person"“person” or related "group"“group” of "persons" (as“persons” ​(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a "person"“person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company'sCompany’s securities outstanding immediately after such acquisition; or

        (b)   

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(ii)
During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors together with any new Director(s)director(s) (other than a Directordirector designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a)(i) or (c)(iii)) whose election by the Board of Directors or nomination for election by the Company'sCompany’s stockholders was approved by a vote of at least two-thirds of the Directorsdirectors then still in office who either were Directorsdirectors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

        (c)   

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(iii)
The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company'sCompany’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

              (i)  

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(A)
which results in the Company'sCompany’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the


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      Company's Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity"“Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity'sEntity’s outstanding voting securities immediately after the transaction,transaction; and

               (ii)  

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(B)
after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii)(B) as beneficially owning 50% or more of the combined voting
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power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

        Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof)

“Code” shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a "change in control event," as defined in Treasury Regulation Section 1.409A-3(i)(5).

        The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

        9.8   "Code" meansmean the Internal Revenue Code of 1986, as amended, andamended.

“Committee” shall mean the regulations issued thereunder.

        9.9   "Compensation Committee" means one or more committees or subcommittees of the Board which may include one or more Company directors or executive officers, toof Directors.

“Common Stock” shall mean the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a "non-employee director" within the meaning of Rule 16b-3; however, a Committee member's failure to qualify as a "non-employee director" within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

        9.10 "Common Stock" means theauthorized and issuable Class A Common Stock of the Company.

        9.11 "Company" means Amphenol Corporation, a Delaware corporation, or any successor.

        9.12 "Consultant" means any person, including any adviser, engaged by the Company or its parent or Subsidiary($.001 par value).

“Effective Date” shall mean May 16, 2024, subject to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company's securities; and (iii) is a natural person.

        9.13 "Designated Beneficiary" means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant's rights if the Participant dies or becomes incapacitated. Without a Participant's effective designation, "Designated Beneficiary" will mean the Participant's estate.

        9.14 "Director" means a Board member.

        9.15 "Disability" means a permanent and total disability under Section 22(e)(3) of the Code, as amended.

4.6.

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        9.16 "Employee" means any employee of the Company or its Subsidiaries.

        9.17 "Equity Restructuring" means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

        9.18 "“Exchange Act" means” shall mean the Securities Exchange Act of 1934, as amended.

        9.19 "

“Fair Market Value" means,Value” shall mean, as of any date, the value of the Company’s Common Stock determined as follows: (i) if the Company’s Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administratorplan administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administratorplan administrator deems reliable; or (iii) without an established market for the Company’s Common Stock, the AdministratorCommittee will determine the Fair Market Value in its discretion.

        9.20 "Option" means an option to purchase Shares, not intended or not qualifying as an "incentive stock option" as defined in Section 422

“Non-Employee Director” shall mean each member of the Code.

        9.21 "Overall Share Limit" means [100,000,000] Shares.

        9.22 "Participant" meansBoard of Directors who is not a Service Provider who has been granted an Award.

        9.23 "Plan" means this Amended and Restated 2017 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries.

        9.24 "Prior Plans" means, collectively, The 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries, The First Amended 2009 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries and any prior equity incentive planscurrent employee or a current officer of the Company or any of its predecessor.

        9.25 "Prior Plan Award" means an award outstandingaffiliates or subsidiaries.

“Permanent Disability” shall mean the inability of a Non-Employee Director by reason of illness or injury to perform substantially all of his or her duties as a Non-Employee Director for the remainder of the Non-Employee Directors current term.
“Restricted Share” shall mean a share of Common Stock awarded under the Prior Plans asPlan and subject to the terms, conditions and restrictions set forth in the Plan and a Restricted Share Agreement.
“Restricted Share Agreement” shall mean the agreement between the Company and the Non-Employee Director that contains the terms, conditions and restrictions pertaining to such Award of May 18, 2017.

        9.26 "Rule 16b-3" means Rule 16b-3 promulgated underRestricted Shares and is in substantially the Exchange Act.

        9.27 "Section 409A" means Section 409Aform of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.

        9.28 "Securities Act" means the Securities Act of 1933, as amended.

        9.29 "Service Provider" means an Employee, Consultant or Director.

        9.30 "Shares" means shares of Common Stock.

        9.31 "Exhibit A attached hereto.

“Subsidiary" means” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

        9.32 "Substitute Awards"

II.
ADMINISTRATION; PARTICIPATION.
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2.1   Administration.   This Plan shall mean Awards granted or Shares issuedbe administered by the Committee. Subject to the express provisions of this Plan, the Committee shall have the authority to construe and interpret this Plan and any agreements defining the rights and obligations of the Company and participants under this Plan, to further define the terms used in assumptionthis Plan, to prescribe, amend and rescind rules and regulations relating to the administration of or in substitution or exchange for, awards previously granted, or the right or obligationthis Plan and to make future awards,all other determinations necessary or advisable for the administration of this Plan. The determinations of the Committee on the foregoing matters shall be conclusive.
2.2   Participation.   All Non-Employee Directors shall be eligible to participate in this Plan.
2.3   Stock Subject to the Plan.   The stock to be offered under this Plan shall be shares of authorized but unissued Common Stock or Common Stock held in treasury. Subject to Section 4.1 and this Section 2.3, the aggregate amount of Common Stock authorized for issuance under the Plan shall not exceed 250,000 shares of Common Stock. Such amount of Common Stock is hereby reserved for issuance

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under this Plan. If any Restricted Share granted under this Plan is forfeited to the Company on account of a failure to vest, such Restricted Share shall become or again be available for grant under this Plan.
2.4   Restricted Share Agreements.   Each Award granted pursuant to this Plan shall be evidenced by a Restricted Share Agreement, which may be written or electronic, as the Committee determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
III.
AWARDS.
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3.1
Grants of Restricted Shares.
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(a)
Annual Grants.   On the first business day following the day of each annual meeting of the stockholders of the Company beginning in 2024, each person who is then a Non-Employee Director shall automatically and without further action by the Committee be granted an Award of a number of Restricted Shares having a Fair Market Value, in the aggregate, equal to $180,000, based on the Fair Market Value of a share of Common Stock on the date of grant, subject to adjustment and substitution as set forth in Section 3.1(d), Section 3.1(e) and Article IV.
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(b)
Interim Grants.   Each Non-Employee Director who is not initially elected at a regular annual meeting of the Company’s stockholders shall receive within ten (10) business days of his or her election an Award of a number of Restricted Shares having a Fair Market Value on the date of grant equal to a pro rata portion of $180,000, based on the number of full months remaining from the date of election until the first anniversary of the date of the last regular annual meeting divided by twelve, subject to adjustment as set forth in Section 3.1(d) and Section 3.1(e).
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(c)
Fractional Shares.   Notwithstanding the foregoing, if the number of Restricted Shares subject to an Award, as calculated in accordance with Section 3.1(a) or (b), would cause the Non-Employee Director to receive a fraction of a Restricted Share, the number of Restricted Shares subject to the Award shall be rounded up to the next whole number.
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(d)
Discretionary Grants.   Notwithstanding the foregoing provisions of this Section 3.1, the Committee may from time to time modify the value of an annual or interim grant under Section 3.1(a) or (b) or provide an additional Award to any Non-Employee Director, to the extent the Committee determines necessary or advisable, subject to all of the terms and conditions of the Plan otherwise applicable to Awards. Each such Award may become vested on the same schedule as set forth in Section 3.3 or on a different schedule, as the Committee in each case byshall determine.
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(e)
Shares Remaining for Awards.   If the number of shares of Common Stock then remaining available for the annual grant of Awards under Section 3.1(a) is not sufficient for each Non-Employee Director to be granted such an Award equal to the value specified above (or the number of adjusted or substituted shares pursuant to Article IV), then each Non-Employee Director shall be granted an Award for a company acquirednumber of Restricted Shares equal to the number of shares of Common Stock then remaining available divided by the Company ornumber of Non-Employee Directors, disregarding any Subsidiary orfractions of shares.
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3.2   No Payment for Awards.   Restricted Shares shall be awarded in accordance with which the Company orterms of the Plan and Restricted Share Agreement and no payment shall be due by the recipient upon the grant of any Subsidiary combines.

        9.33 "Terminationsuch Award under the Plan.

3.3   Vesting.   Each Award of Service" meansRestricted Shares shall become vested in full on the earlier of the first anniversary of the date of grant or the Participantday immediately prior to the date of the next regular annual meeting of the Company’s stockholders following such date of grant, provided in each case that the Non-Employee Director continues to serve as a Non-Employee Director through such vesting date.
Notwithstanding the foregoing, each Award of Restricted Shares shall become fully vested upon the recipients Permanent Disability or death. If a recipient of an Award ceases to be a Service Provider.


TableNon-Employee Director for any reason other than Permanent Disability or death prior to the vesting date specified in the first paragraph of Contents

this Section 3.3, the Award shall be forfeited in its entirety; provided, however, that the Committee, in its discretion, may determine that such Award shall become fully vested in whole or in part upon such cessation of service.

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Notwithstanding the foregoing, each Award of Restricted Shares shall become fully vested upon a Change of Control.
3.4   Voting and Dividend Rights.   The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Share Agreement, however, may require at the Committee’s discretion that the holder of Restricted Shares invest any cash dividends in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid.
3.5   Restrictions on Transfers.   Restricted Shares shall be subject to such rights of repurchase, rights of first refusal or other restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Restricted Share Agreement and shall apply in addition to any general restrictions that may apply to all holders of Common Stock.
Unless the Restricted Share Agreement expressly provides otherwise, no Award granted under this Plan, nor any interest in such Award, may be assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to Restricted Shares issued under such Award), other than by will or the laws of descent and distribution. Any purported sale, assignment, conveyance, gift, pledge, hypothecation or transfer in violation of this Section 3.5 shall be void and unenforceable against the Company.
Notwithstanding the foregoing, each Non-Employee Director may designate a beneficiary or beneficiaries to receive an Award in the event of the vesting of an Award due to the Non-Employee Director’s death as described in Section 3.3 by filing the prescribed form with the Company. The spouse of a Non-Employee Director who is married shall be automatically designated as the beneficiary in the absence of any such written beneficiary designation. Any beneficiary designation may be changed or canceled at any time. If no beneficiary has been designated or if no designated beneficiary survives the Non-Employee Director, then any Award that becomes vested upon the Non-Employee Directors death shall be paid to the Non-Employee Director’s estate.
IV.
OTHER PROVISIONS.
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4.1   Adjustments Upon Changes in Capitalization and Ownership.   If the outstanding shares of Common Stock are increased, decreased or changed into, or exchanged for, a different number or kind of shares or securities of the Company through a reorganization or merger in which the Company is the surviving entity, combination, recapitalization, reclassification, stock split-up, reverse stock split, stock dividend, stock consolidation or otherwise, an appropriate and proportionate adjustment shall be made in the number of shares of Common Stock authorized for issuance under Section 2.3 of the Plan. A corresponding adjustment to the number of unvested Restricted Shares subject to outstanding Awards shall also be made. Adjustments under this Section 4.1 shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares of Common Stock shall be issued under this Plan on account of any such adjustment. If for any reason any person becomes entitled to any interest in a fractional share, a cash payment shall be made of an equivalent value of such interest.
4.2   Government Regulations.   This Plan and the grant of Awards hereunder shall be subject to all applicable rules and regulations of governmental authorities.
4.3   Taxes.   Each Non-Employee Director granted an Award under the Plan is ultimately liable and responsible for all taxes owed in connection with such Award. The Company may require, as a condition to releasing Restricted Shares, that the holder of an Award of Restricted Shares make satisfactory arrangements (as determined by the Committee) to pay any sums that federal, state, or local tax law requires to be paid as a result of the grant or the vesting of Restricted Shares. The Company shall not be obligated to advise any holder of an Award hereunder of the existence of the tax or the amount so required to be paid.

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4.4   Amendment, Termination, and Reissuance.
(a)
The Board of Directors may at any time suspend, amend or terminate this Plan (or any part thereof), and the Committee may make such modifications of the terms and conditions of such recipients Award as it shall deem advisable. No Award of Restricted Shares may be granted during any suspension of this Plan or after such termination. No amendment, suspension or termination of this Plan or modification of an Award shall, without the consent of the recipient of an Award, adversely alter or impair any rights or obligations under any Award theretofore granted under this Plan.
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(b)
In addition to the Board of Directors approval of any amendment, if the amendment would (i) materially increase the aggregate number of shares of Common Stock which may be issued under this Plan, other than an adjustment in such number of shares permitted under Section 4.1, (ii) expand the types of awards available under this Plan, (iii) materially expand the class of directors or other individuals eligible to participate in this Plan, or (iv) materially extend the term of this Plan set forth in Section 4.7, then such amendment must be approved by the holders of a majority of the Company’s outstanding capital stock present, or represented, and entitled to vote at a meeting duly held for the purpose of approving such amendment.
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4.5   Issuance of Stock Certificates.   The certificates for the Restricted Shares shall bear such legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations.
4.6   Effective Date of this Plan.   This Plan shall, subject to its adoption by the Board of Directors and the approval by the Company’s stockholders in accordance with applicable law and the Company’s Certificate of Incorporation, be effective as of May 16, 2024.
4.7   Expiration.   Unless previously terminated by the Board of Directors, this Plan shall expire on the date that is ten (10) years from the Effective Date specified in Section 4.6, and no Award of Restricted Shares shall be granted under it thereafter, but such expiration shall not affect any Award theretofore granted.
4.8   Governing Law.   This Plan and the Awards granted hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts made and performed within such State, except as such laws may be supplanted by the laws of the United States of America, which laws shall then govern its effect and its construction to the extent they supplant Delaware law.

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Exhibit A​
2024 RESTRICTED STOCK PLAN FOR DIRECTORS OF
AMPHENOL CORPORATION
NOTICE OF RESTRICTED SHARE AWARD
You have been granted the following Restricted Share Award (“RSA”) of common stock of AMPHENOL CORPORATION (“Amphenol”) under the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the “Plan”):
​Date of Grant:​​[Date of Grant]​
​Name of Recipient:​​[Name of Recipient]​
​Total Number of Shares Subject to the RSA:​​[Total Shares]​
​Fair Market Value per Share:​​$[Value Per Share]​
​Total Fair Market Value of Award:​​$[Total Value]​
​Vesting Schedule:​​Unless otherwise provided in the Restricted Share Award Agreement (the “Agreement”), 100% vesting on the earlier of (a) the first anniversary of the Date of Grant or (b) the day immediately prior to the date of the next regular annual meeting of Amphenol’s stockholders following the Date of Grant, provided you continue to serve as a Non-Employee Director through the vesting date.​
​Dividend Reinvestment:​​[No]​
By your signature and the signature of Amphenol’s representative below, you and Amphenol agree that this RSA is granted under and governed by the terms and conditions of the Plan and the Agreement, both of which are attached to and made a part of this document.
​[NAME OF RECIPIENT]​​AMPHENOL CORPORATION​
​​​​
By:
​
​
Title:
Print Name
​

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2024 RESTRICTED STOCK PLAN FOR DIRECTORS OF
AMPHENOL CORPORATION
RESTRICTED SHARE AWARD AGREEMENT
​Payment for Shares​​No cash payment is required for the shares of Amphenol common stock you receive under this Agreement. You are receiving these shares in consideration for services rendered by you.​
​Vesting​​The Restricted Shares that you are receiving under this Agreement will vest as shown in the Notice of Restricted Share Award (the “cover sheet”), subject to the “Forfeiture”, “Death or Permanent Disability” and “Change of Control” sections below. No additional shares will vest after your service as a Non-Employee Director has terminated, unless your service terminates because of your death or Permanent Disability.​
​Forfeiture​​If your service as a Non-Employee Director terminates for any reason other than your death or Permanent Disability, then your shares will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of termination. This means that the Restricted Shares will immediately revert to Amphenol. You will receive no payment for Restricted Shares that are forfeited.​
​Death or Permanent Disability​​Your Restricted Shares will vest immediately if your service as a Non-Employee Director terminates due to your death or Permanent Disability. Permanent Disability is defined in the Plan. The Committee determines when your service as a Non-Employee Director terminates due to Permanent Disability.​
​Change of Control​​Your Restricted Shares will vest immediately in the event of a Change of Control (as defined under the Plan).​
​Stock Certificates​​The Restricted Shares will be held in book-entry form, which book-entry will indicate that the Restricted Shares are subject to the forfeiture restrictions set forth in this Agreement. After your Restricted Shares vest, Amphenol will cause the notation indicating the shares are subject to the forfeiture restrictions set forth in this Agreement to be removed.​
​Stockholder Rights​​During the period of time between the date of grant and the date the Restricted Shares become vested, you will have all the rights of a stockholder with respect to the Restricted Shares except as set forth in this Agreement and the Plan. Accordingly, you will have the right to vote the Restricted Shares and to receive any cash dividends paid with respect to the Restricted Shares. However, if the cover sheet provides for dividend reinvestment, all cash dividends payable on your Restricted Shares prior to vesting will be reinvested in additional Restricted Shares. Such additional Restricted Shares will be subject to the same terms and conditions as the original Restricted Shares awarded under this Agreement.​
​Transfer of Shares​​Until your Restricted Shares become vested, you may not sell, transfer, assign, pledge or otherwise dispose of the Restricted Shares. You may, however, designate a beneficiary to receive any of your Restricted Shares that become vested because of your death. After your Restricted Shares become vested, you may transfer the shares in the same manner, and subject to the same restrictions, as apply to any other Amphenol shares that you own.​

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​Restrictions On Resale​​By signing the cover sheet of this Agreement, you agree not to sell any Amphenol shares at a time when applicable laws, Amphenol policies or an agreement between Amphenol and its underwriters prohibit a sale.​
LOGO​No Retention Rights​​Neither your award nor this Agreement gives you the right to be elected as, or to be nominated for election as, a director of Amphenol or to remain a director of Amphenol.​
​Adjustments​​In the event of a stock split, a stock dividend or a similar change in Amphenol shares, the number of shares covered by this Agreement may be adjusted pursuant to the Plan.​
​Taxes​​You agree that you are ultimately liable and responsible for all taxes owed in connection with the Restricted Shares.​
​Applicable Law​​This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice of law provisions).​
​The Plan and Other Agreements​​The text of the 2024 Restricted Stock Plan for Directors of Amphenol Corporation (the Plan) is incorporated in this Agreement by reference and attached to this Agreement. All capitalized terms not defined in this Agreement are subject to definition under the Plan. If there is any discrepancy between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.​
​​​​This Agreement, cover sheet and the Plan constitute the entire understanding between you and Amphenol regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and Amphenol.​
By signing the cover sheet of this Agreement, you agree to all
of the terms and conditions described above and in the Plan.

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Notice of Annual Meeting
and
Proxy Statement

Annual Meeting of Stockholders, May 19, 2021

16, 2024

IMPORTANT: Your proxy is enclosed. Please fill in, date, sign and return your proxy promptly in the enclosed stamped envelope whether or not you plan to be present at the meeting. You may still vote in person if you attend the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 19, 2021:16, 2024: The Proxy Statement and Annual Report to Stockholderson Form 10-K for the fiscal year ended December 31, 20202023 are available at www.edocumentview.com/APH.

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    111111111111111111111111111111111111111111111111111111111111 Amphenol'· re 000004 1111111111111111111111111111111111111111111111111111111111111111111111111 C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE SACKPACK._ _ lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllhllllllllllllllllllhln MRASAMPLE DESIGNATION (IF ANY) ADD1 ADD2 ADD3 ADD4 ADD5 ADDS Using

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    MMMMMMMMMMMMMMMMMMMMMUsing a blldt II*black ink pen,marl! mark your votes with an X as shown in this example. IX I Pleaseexample.Please do not write outside the designated areas. 2021AnnualMeetingareas.2024 Annual Meeting Proxy Card ...-IFIF VOTING BY MAIL, SIGN,DETACH AND RETURN THE BOTTOM POmONPORTION IN THE ENCLOSED ENVELDPE. ...-a Proposals -The Bon of Dirvdors recommends a vote FOR allthe nominees lstedand FOR Proposals 2, 3,4 and 5. + 1. Election of Nine Directors: ForAQalnst Abstain D D D For D D D F« D D D Against D D D Abstain D D D AQalnst D D D For Abstain D D D D D 01 • Stanley L Clark 04 • Edward G. Jepsen 07 • Martin H.Loeffler D D D D 02 • John D.Craig 05 • Rita S.Lane 08 • R.Adam Norwitt 09 • Anne Clarke Wolff 03 • David P.Falck 06 • Robert A. Livingston ForAgainst Abstain ODD DOD AIJIInst Abstain 2.Ratify the Selection of Deloitte & Touche LLP as Independent Public Accountants 5. Approve an Amendment to the Company's Certificate of Incorporation to Increase the Number of Authorized Shares DODENVELOPE. AProposals — The Board of Directors recommends a vote FOR all the nominees listed, and FOR Proposals 2, 3, 4 and 5.1. Election of Nine Directors:ForAgainst AbstainForAgainst AbstainForAgainst Abstain+0401 - Nancy A. Altobello- Rita S. Lane07 - R. Adam Norwitt0502 - David P. Falck- Robert A. Livingston08 - Prahlad Singh03 - Edward G. Jepsen06 - Martin H. Loeffler09 - Anne Clarke Wolff2. Ratification and Approval of 2024 Restricted Stock Plan forFor Against Abstain5. Approval of an Amendment to the Company’s RestatedFor Against AbstainDirectors of Amphenol CorporationCertificate of Incorporation to reflect new Delaware lawprovisions regarding officer exculpation3. Ratification of the selection of Deloitte & Touche LLP asIndependent Public AccountantsThe Board of Directors recommends a vote AGAINST Proposal6. 3. AdvisoryProposal 6. 4.Advisory Vote to Approve Compensation of Named Executive Officers 6.ForAgainst Abstain6. Stockholder Proposal:Improve Our Catch-22 Proxy Access ODD D 0 0 4.Ratify and Approve the Amended and Restated 2011Stock Purchase Option Plan for Key Employees of Amphenol and SubsidiariesProposal regarding Special Shareholder Meeting Improvement NOTE: SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. IIAuttaorlzed SlcJnalures -THEREOF.BAuthorized Signatures — This section must be completed for your vote to countcount. Please date and sign below. i••--Au '7-Pleasebelow.Please sign exactly as name(s) appears hereon.Jointhereon. Joint owners should each sign. When signing as attorney, executor, administrator,corporate officer,trustee, guardian, or custodian,please give full title. IfL.-gn-at-ure_I_-_PI-ea-se-ke-ep-s-ig-na-ture-wit_h_ln-th-eb-ox_._ _.II"''"'"'2-"""....••••• with;,..,"'-C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPlE AND MR A SAMPlE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPlE AND MR A SAMPLE AND MR A SAMPLE AND • + II IIIII 1111111 D3FL5B 11111111111111 1UPX 498640

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    title.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.1 U P X 6 0 7 0 4 5+

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    ... [MISSING IMAGE: px_24amphenolproxy1pg02-4c.jpg]

    IF vonNGVOTING BY MAIL, SIGN, DETACH AND RETURN lHE BOmiM PORJIONTHE BOTTOM PORTION IN lHETHE ENCLOSED ENVELOPE. ... Ampheno. + AMPHENOL CORPORATION NoticeCORPORATIONNotice of 2021 AnnualMeetinQ2024 Annual Meeting of Stockholders Proxy SolidtedStockholdersProxy Solicited by Board of Directors for AnnualMeeting -Annual Meeting — May 19,2021 The16, 2024The undersigned, revoking previous proxies as relating to these shares, hereby acknowledges receipt of the Notice of 20212024 Annual Meeting and Proxy Statement dated April12, ZOZ1April 8, 2024 in connection with the ZOZ1 AnnualMeeting2024 Annual Meeting of Stockholders (the "AnnualMeeting"“Annual Meeting”) to be held at 11:00 a.m. Eastern Time, on May 19, 202116, 2024 at the World Headquarters of the Company, 358 Hall Avenue, Wallingford, Connecticut 06492 and hereby appoints R. Adam Norwitt, Craig A.LampoA. Lampo and Lance E.D'Amico,E. D’Amico, and each of them (with full power to act alone),the attorneys and proxies of the undersigned, with power of substitution to each,to vote all shares of the Class A Common Stock of AMPHENOL CORPORATION (the "Company"“Company”) registered in the name provided herein which the undersigned is entitled to vote at the AnnualMeeting,Annual Meeting, and at any postponements or adjournments thereof, with all the powers the undersigned would have if personally present,including discretionary authority to vote on any matters properly presented for consideration at the Annual Meeting. Without limiting the general authorization hereby given, said proxies are, and each of them is,instructed to vote or act as follows on the proposals set forth in said Proxy Statement. SEEStatement.SEE REVERSE SIDE.IfSIDE. If you wish to vote in accordance with the Board of Directors'Directors’ recommendations,just sign on the reverse side. You need not mark any boxes. (Items(Items to be voted appear on reverse side) IINon-Voting Items Comments - Please print vour comments below. Chii!Qe of Address - Please print new address below. ------+ ------

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    0000820313 5 2023-01-01 2023-12-31