AMPHENOL CORP DE

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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 Amphenol’s Annual Report on 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.

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Director Nominees

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.

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AC

Audit Committee

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C

Chair

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CC

Compensation Committee

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EC

Executive Committee

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FC

Finance Committee

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F

Financial Expert

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NCGC

Nominating/Corporate Governance Committee

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Attendance

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

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Governance Documents

Amphenol Corporation (the “Company” or “Amphenol”) posts the following documents on its website atwww.amphenol.com under the heading “Investors”, then “Governance”, and then “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 Board committee charters on its website atwww.amphenol.com under the heading “Investors”, then “Governance”, then “Board of Directors” and then “Committee Charters”:

Audit Committee Charter

Compensation Committee Charter

Executive Committee Charter

Finance Committee Charter

Nominating/Corporate Governance 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 2023 Annual Meeting of Stockholders, the Company’s stockholders cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for that meeting. The Company’s stockholders overwhelmingly approved the proposal with 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 34. The Company’s core management compensation program includes base salary, an annual incentive plan payment opportunity, an annual stock option award (with 20% vesting each year over a five-year period), insurance benefits and retirement benefits.

The compensation program for the named executive officers emphasizes 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’ compensation be geared to reward performance that generates long-term shareholder value.

For the Company’s Chief Executive Officer, fixed compensation elements including salary and “all other compensation” ​(which includes retirement benefits) comprised approximately 17% of his total 2023 compensation. His at-risk compensation linked to increasing shareholder value comprised approximately 83% of his total 2023 compensation. These at-risk elements include stock options granted with an exercise price equal to the closing price of the Company’s common stock on the date of grant which only generate value if the Company’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 and rewards the Chief Executive Officer for growth in Company revenues and Adjusted Diluted EPS. For the Company’s other named executive officers as a group, fixed compensation elements comprised approximately 21% of total 2023 compensation while at-risk compensation comprised approximately 79% of total 2023 compensation. As with the Chief Executive Officer, the fixed compensation elements for the other named executive officers include salary and “all other 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’s continuing success.

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2023 Performance Highlights 1

Amphenol delivered robust financial results in 2023. Although the Company faced a challenging economic environment, we achieved:

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Net sales of $12.55 billion, down 1% compared to prior year

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

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Record Adjusted Diluted EPS of $3.01, up slightly compared to prior year

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

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

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Completed ten acquisitions

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Returned nearly $1.1 billion to shareholders

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Amphenol’s performance in 2023 enabled us to continue our track record of creating long-term value for our 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 11% and Adjusted Diluted EPS growth of 12% over the past ten years. This performance has created sustained shareholder value as reflected in Amphenol’s shares delivering an approximately 17% compound 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.

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(1)

Refer to footnote 2 and accompanying text on page 39 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 GAAP financial measures.

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Amphenol’s unique culture of entrepreneurship continues to be 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 our broad array of interconnect solutions. We believe that our outstanding and growing entrepreneurial management team will continue to adjust to changing market conditions, capitalize on growth opportunities and generate sustainable long-term value for our shareholders.

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 forecast, future performance.

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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’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’s By-Laws that, among other things, implemented “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’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’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 Certificate of Incorporation and By-Laws. In 2023, in addition to our regular investor engagement, the Company also engaged with a number of other stakeholders on a variety of topics, including various environmental, social and governance (“ESG”) related 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

At Amphenol, we believe that making sustainable business choices, building strong relationships with our stakeholders and engaging in good corporate governance create long-term value for our Company. We also recognize that our ESG practices and 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 anticipate publishing our 2023 Sustainability Report prior to the Annual Meeting. For more information about our ESG practices and initiatives, please visit the sustainability section of our website at https://www.amphenol.com/sustainability. For the avoidance of doubt, neither our Sustainability Report nor other materials available on our website are incorporated into this proxy statement by reference.

2025 Annual Meeting

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