AMPHENOL CORP CLASS A (APH)
Sector: Information Technology
2026 Annual Meeting Analysis
AMPHENOL CORP CLASS A · Meeting: May 21, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Eight Directors
Altobello has served since 2021 (well under 24 months exemption does not apply, but tenure is less than 3 years — TSR trigger does not fire given APH's 3-year return of +240.6% vs XLK at +93.9%, a gap of +146.7pp far below the 65pp threshold needed to trigger a no vote); she is independent, chairs the Audit Committee, is a CPA and financial expert, and attended all meetings.
Falck has served since 2013, is independent, serves as Lead Independent Director, and holds no other public company board seats; APH's 3-year TSR of +240.6% outperforms XLK (the sector ETF benchmark) by +146.7pp, well above the 65pp threshold required to trigger a no vote, so no TSR concern applies.
Lamba joined in 2026 and is therefore exempt from the TSR trigger under the 24-month new-director exemption; he is a sitting CEO (Linde PLC) and serves on one outside public board (Linde PLC), which is within the policy limit of fewer than two outside boards for a sitting CEO.
Lane has served since 2020, is independent, and holds two other public board seats (L3Harris and Signify), which is within the four-board limit for non-executive directors; APH's outstanding 3-year TSR eliminates any performance concern.
Livingston has served since 2018, is independent, holds one other public board seat (RPM International), is a financial expert on the Audit Committee, and APH's strong 3-year TSR well exceeds the benchmark threshold.
Norwitt is the CEO and will become Chairman at the Annual Meeting; as an executive director he is subject to the TSR trigger, but APH's 3-year return of +240.6% vs XLK's +93.9% produces a gap of +146.7pp, far exceeding the 65pp threshold needed to trigger a no vote, so no performance concern applies; he holds no outside public board seats.
Singh has served since 2023, is independent, is a sitting CEO (Revvity) with one outside board seat (Revvity only), which is within policy limits; the 24-month exemption is borderline but the TSR trigger does not fire in any case given APH's exceptional outperformance.
Wolff has served since 2018, is independent, holds one other public board seat (Scholastic), is a financial expert on the Audit Committee, and APH's 3-year TSR far exceeds any benchmark trigger threshold.
All eight nominees pass every policy screen: APH's 3-year price return of +240.6% outperforms the XLK sector ETF benchmark by +146.7pp, well above the 65pp threshold required to trigger a no vote for a company with strong positive returns; no director is overboarded; all independent directors serving on the audit committee are financial experts; attendance is effectively 100% for all nominees; and no familial relationships or independence concerns were identified.
Say on Pay
✓ FORCEO
R.A. Norwitt
Total Comp
$22,351,288
Prior Support
91%%
The CEO's total 2025 compensation was approximately $22.4 million, with fixed pay (salary plus all other compensation) comprising only about 9% of total pay, far below the 40% fixed-pay threshold that would be a concern; the remaining 91% is at-risk variable pay in the form of stock options and annual incentive plan payments. The incentive plan is tied to measurable financial targets (revenue growth and Adjusted Diluted EPS growth), performance was exceptional in 2025 with revenue up 52% and Adjusted Diluted EPS up 77%, and the prior Say on Pay vote received over 91% support — well above the 70% threshold. The pay-for-performance alignment check also passes: APH's 3-year TSR of +240.6% vastly outperforms the XLK benchmark (+93.9%), confirming that above-market incentive pay was justified by shareholder outcomes.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
29 yrs
Audit Fees
$8,441,000
Non-Audit Fees
$1,065,000
Deloitte has served as Amphenol's auditor since 1997 — approximately 29 years — which exceeds the policy's 25-year tenure threshold that triggers a no vote. While non-audit fees (audit-related fees of $399K, tax fees of $350K, and other fees of $316K totaling $1,065K) represent only about 12.6% of audit fees ($8,441K), well within the 50% limit, the long tenure raises independence and professional skepticism concerns. The proxy does not provide a sufficiently specific and compelling rationale — such as a concrete multi-year rotation plan — to waive the tenure trigger.
Overall Assessment
The 2026 Amphenol annual meeting ballot contains three standard proposals: director elections (all eight nominees pass on strong TSR outperformance and clean governance), auditor ratification (AGAINST due to Deloitte's 29-year tenure exceeding the 25-year threshold), and Say on Pay (FOR given exceptional pay-for-performance alignment and 91% prior-year support). No stockholder proposals appear on this ballot.