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, 2024 carefully before voting.

Annual Meeting of Stockholders

Stockholders as of the record date are entitled to vote their shares at the 2025 Annual Meeting of Stockholders of Amphenol Corporation (the “Annual Meeting”). 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*

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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Edward G. Jepsen will not stand for re-election at the Annual Meeting, but Mr. Jepsen will continue as a director through the Annual Meeting. Mr. Jepsen currently serves as a member of the Audit Committee, Executive Committee and Finance Committee.

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Attendance

In 2024, 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

Insider Trading Compliance 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.

Stock Split

On May 20, 2024, the Board of Directors approved a two-for-one split of the Class A Common Stock, par value $.001 per share, of the Company (“Common Stock”), which was paid in the form of a stock dividend on June 11, 2024 to stockholders of record as of May 31, 2024 (the “2024 Stock Split”). All references to shares of Common Stock and options to purchase shares of Common Stock in this proxy statement have been adjusted to reflect the 2024 Stock Split, including tables and earnings per share (“EPS”) references.

Executive Compensation

At the 2024 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 more than 91% of the shares voted being cast in favor of the proposal. These programs and policies remain unchanged, as described in detail beginning on page 30. 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 designed 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 10% of his total 2024 compensation. His at-risk compensation linked to increasing shareholder value comprised approximately 90% of his total 2024 compensation. These at-risk elements include stock options granted with an exercise price equal to the closing price of the 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 17% of

v total 2024 compensation while at-risk compensation comprised approximately 83% of total 2024 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.

2024 Performance Highlights 1

Amphenol delivered an outstanding performance in 2024. Throughout 2024, the Company continued to deploy its financial strength in a variety of ways to increase shareholder value. We achieved:

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Net Sales of $15.2 billion, up 21% in U.S. dollars and 13% organically compared to the full year 2023

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GAAP Diluted EPS of $1.92, up 24% compared to prior year

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Adjusted Diluted EPS of $1.89, up 25% compared to prior year

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GAAP and Adjusted Operating Margin of 20.7% and 21.7%, respectively

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Operating and Free Cash Flow of $2.8 billion and $2.2 billion, respectively

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Completed two acquisitions: Carlisle Interconnect Technologies and Luetze

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Signed an agreement to acquire the Outdoor Wireless Networks and Distributed Antenna Systems businesses from CommScope (the acquisition was completed in the first quarter of 2025)

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Returned nearly $1.3 billion to shareholders

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Over the past ten years, Amphenol has grown Net sales by 185%, Adjusted Diluted EPS by 238% and Operating Cash Flow by 220%, a significant long-term achievement that reflects Amphenol’s ongoing track record of creating long-term value for our shareholders. In addition, Amphenol has delivered compound annual sales growth of 11% and compound Adjusted Diluted EPS growth of 13% over the past ten years. This performance has created sustained shareholder value as reflected in Amphenol’s shares delivering an approximately 19% compound annual return for the ten years ended December 31, 2024, significantly exceeding the 13% return of the S&P 500 during that same time period. In addition, and exclusive of reinvested dividends, the Company’s closing stock price grew from $49.56 on December 31, 2023 to $69.45 on December 31, 2024, a 40% increase, compared to an increase of 23% for the S&P 500 over the comparable period.

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(1)

Refer to footnote 2 and accompanying text on page 35 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, 2024 for definitions and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measures.

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As the revolution in electronics continues to accelerate, Amphenol has continued to expand our range of high-technology interconnect products, both through our organic innovation efforts as well as through our successful acquisition program. Amphenol’s unique culture of entrepreneurship, which remains core to our success, along with our expanded technology position, has strengthened our competitive advantage. Our team leveraged that competitive advantage throughout 2024 and established an excellent base for Amphenol’s future performance. We believe that our outstanding and growing entrepreneurial management team will continue to dynamically adjust to changing market conditions, capitalize on the wide array of growth opportunities that arise in all market cycles and generate sustainable long-term value for our shareholders and other stakeholders.

Stock Performance Graph

The following graph compares the cumulative total shareholder return of Amphenol over a period of five years ending December 31, 2024 with the performance of the Standard & Poor’s 500 (“S&P 500”) Stock Index and the Dow Jones U.S. Electrical Components & Equipment Index. This graph assumes that $100 was invested in our Common Stock and each 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 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.

Sustainability Report

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 have always believed that it is not just good stewardship, but good business, to focus on the long-term sustainability of Amphenol, whether through reducing our and our partners’ environmental footprint, following humane labor practices, supporting the development of our global team, ensuring the strength and integrity of our supply chain or giving back to our communities. To that end, we publish a sustainability report on an annual basis (the “Sustainability Report”) to highlight our goals and progress on the environmental, social and governance (“ESG”) issues most significant to our business. Our most recent Sustainability Report is available on our website at https://amphenol.com/sustainability, which also includes information about our ESG practices and initiatives. We anticipate publishing our 2024 Sustainability Report prior to the Annual Meeting. For the avoidance of doubt, neither our Sustainability Report nor other materials available on our website are incorporated into this proxy statement by reference.

2026 Annual Meeting

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