AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 28/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Recurring demand is evidenced by offerings of consumables and aftermarket parts across segments and by mission‑critical applications (fueling, bioprocess, refrigeration, marking/traceability), which plausibly create switching frictions. However, exclusivity, requalification costs, or installed‑base lock‑in are not quantified.
durability · 2/4 · Recognized customer intangibles, technology and trademarks from acquisitions and asserted IP ownership support persistence, but amortization and potential technological substitution cap confidence in long‑term protection.
customer dependency · 2/4 · Sales of consumables and aftermarket parts imply ongoing customer reliance on Dover’s products, yet customer‑level retention/renewal metrics and aftermarket exclusivity are not disclosed.
erosion resilience · 2/4 · Clean Energy & Fueling posted positive pricing contributions and favorable price–cost with higher margins, indicating current resilience; still, the issuer highlights competitive pricing pressures that could restrict pass‑throughs.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Customer pricing contributed positively to CE&F revenue in 1H and 9M 2026, with favorable price–cost dynamics and higher margins, demonstrating realized pricing in a major segment.
retention · 2/4 · The business model includes consumables and aftermarket parts, indicating repeat purchases; however, retention rates and contract terms supporting renewals are not provided.
margin resilience · 2/4 · Segment margin expansion and favorable price–cost in CE&F suggest some ability to protect margins, but breadth and persistence across all segments are not evidenced.
contractual freedom · 2/4 · OPW/Midland seller terms allow quotes to expire, default to current prices, and adjust prices for cost changes, with restocking and cancellation fees, indicating bargaining flexibility. Applicability beyond this business is not established.
Predictability87
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 5.99
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.50
Financial strength—
Missing required inputs: netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 62.72
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 83.16
- Debt / FCF (x)
- 3.61
- Interest coverage (x)
- 12.51
- Current ratio (x)
- 1.79
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- -1.36
- 3-year average SBC / revenue (%)
- 0.48
- cashConversionGrade
- 65.63
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Positive free cash flow, a completed ASR program, and ample committed liquidity via a new revolver reflect active but balanced capital deployment. Realized returns on acquisitions/repurchases are not directly demonstrated.
incentive alignment · 3/4 · Incentives incorporate adjusted earnings, relative TSR and ROIC, coupled with stock ownership guidelines, a clawback policy, and hedging/pledging prohibitions, aligning management with long‑term value.
execution · 3/4 · Year‑over‑year revenue growth in Q2 and Q3 2026, plus positive total organic growth with contributions across segments, demonstrate operating execution.
governance · 3/4 · Governance practices include a lead independent director, independent committees, and other investor‑friendly features disclosed in the proxy.
Evidence
BUSINESS
Overview
Dover Corporation is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies.
Business overview: offerings include consumables, aftermarket parts, software and services · Filed 13/02/2026
•Our Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
Segment description: Imaging & Identification includes related consumables, software and services · Filed 13/02/2026
•Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, polymer processing equipment, measurement, inspection, and control technologies, serving single-use biopharmaceutical production, diversified industrial manufacturing applications, chemical production, plastics and polymer processing, midstream and downstream oil and gas, clean energy markets, thermal management, wire and cable, food and beverage, semiconductor production and medical applications and other end-markets.
Segment description: Pumps & Process Solutions includes connectors for single‑use biopharmaceutical production · Filed 13/02/2026
•Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport, dispensing, and remote monitoring of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.
Segment description: Clean Energy & Fueling—components for safe, reliable handling of fuels and hazardous substances · Filed 13/02/2026
While we generally attempt to mitigate the impact of increased raw material prices by hedging or passing along the increased costs to customers, there may be a time delay between the increased raw material prices and the ability to increase the prices of products, or we may be unable to increase the prices of products due to a competitor's pricing pressure or other factors.
Risk factors: potential inability to increase prices due to competitor pricing pressure · Filed 13/02/2026
Clean Energy & Fueling segment revenue increased $112.5 million, or 10.8%, as compared to the six months ended June 30, 2025, attributable to organic growth of 9.8%, a favorable foreign currency translation impact of 0.9% and acquisition-related growth of 0.1%.
MD&A: CE&F organic growth; customer pricing favorably impacted revenue (~2.5%) · Filed 23/07/2026
Customer pricing favorably impacted revenue by approximately 2.5% and by approximately 1.5% in the prior year comparable period.
MD&A: CE&F prior‑year comparable pricing contribution (~1.5%) · Filed 23/07/2026
Customer pricing favorably impacted revenue by 2.9% in the current period and by 1.8% in the prior year comparable period.
MD&A: CE&F nine‑month pricing contribution (+2.9% current; +1.8% prior year) · Filed 22/10/2026
The increase was primarily driven by volume growth, productivity actions and favorable price versus cost dynamics.
MD&A: Favorable price versus cost dynamics cited in CE&F · Filed 23/07/2026
Segment earnings margin increased to 20.5% from 19.8% in the prior year comparable period.
MD&A: CE&F margin increased year over year · Filed 22/10/2026
6. Orders and Price . 6.1 All prices and delivery quotations made by Seller are conditioned upon these Terms.
Midland Terms: prices/quotations conditioned on seller terms and acceptance · Retrieved 25/10/2026
6.3 All prices and special terms quoted by Seller will expire on the date set forth in the applicable quote, or two (2) weeks following the date the quote is proposed if no expiration date is provided.
Midland Terms: quoted prices expire per quote or after two weeks · Retrieved 25/10/2026
The price of the Products or Services will be Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price current at the date the applicable Product is shipped or the Service is provided.
Midland Terms: absent valid quote, price is current at shipment/service · Retrieved 25/10/2026
6.4 Seller reserves the right, by giving notice to the Buyer at any time before Delivery or the completion of Services, as applicable,
Midland Terms: seller may increase price for factors beyond control or buyer‑driven changes · Retrieved 25/10/2026
Seller also reserves the right to make changes to quoted prices for pricing errors, clerical errors, or other errors or omissions.
Midland Terms: right to correct pricing errors · Retrieved 25/10/2026
If the prices are based on the purchase of a particular quantity of Products and Buyer fails to purchase that quantity which would justify the pricing granted, Buyer will, at Seller’s option, pay Seller the difference between the stated prices and Seller’s standard prices for such Products in the quantity actually purchased by Buyer.
Midland Terms: price adjustments if volume thresholds unmet · Retrieved 25/10/2026
Seller reserves the right to apply a restocking charge to any accepted returns which shall be a minimum of 25% of all invoiced amounts and which will be determined in Seller’s sole discretion.
Midland Terms: restocking charges on returns (minimum 25%) · Retrieved 25/10/2026
Buyer’s order, after acceptance by Seller, shall not be subject to cancellation, change, or reduction in amount, nor to any suspension by Buyer of deliveries, without Seller’s prior written consent.
Midland Terms: buyer cannot cancel/change without consent; fees may apply · Retrieved 25/10/2026
Any requests by Buyer to delay the delivery of an order beyond the originally scheduled delivery date shall be made in writing and are subject to the prior consent of Seller, in its sole discretion.
Midland Terms: rescheduling/delivery delays require consent; extra charges · Retrieved 25/10/2026
In connection with this acquisition, the Company recorded goodwill of $340,478 and intangible assets of $219,058 for customer intangibles, $72,942 for unpatented technology and $17,690 for trademarks.
Acquisitions: Sikora—recognized customer intangibles, unpatented technology and trademarks · Filed 22/10/2026
Significant assumptions used in assessing the fair value of intangible assets include discounted future cash flows, customer attrition rates and discount rates.
Acquisitions: valuation approach and assumptions for intangibles · Filed 22/10/2026
The fair value of acquired intangible assets is determined using widely accepted valuation techniques, and the Company may engage third-party appraisal firms to assist with the determination of fair values of significant intangible assets.
Critical accounting: intangible assets include customer intangibles, trademarks, unpatented technologies, patents · Filed 14/02/2025
16. Intellectual Property Rights . All intellectual property rights in, or relating to, the Products and Services, including but not limited to all technical data, processes, designs, drawings, engineering data, U.S.
Midland Terms: IP rights (patents, trademarks, copyrights, trade secrets) owned/licensed to seller · Retrieved 25/10/2026
The sale of any Products or Services to Buyer in no way conveys to Buyer, either expressly or by implication, any intellectual property ownership or license whatsoever, except as may be expressly granted by the Seller in the materials which accompany the Products or Services upon delivery.
Midland Terms: sale does not convey IP ownership/license · Retrieved 25/10/2026
The following table reconciles our free cash flow to cash flow provided by operating activities:
Six Months Ended June 30,
Free Cash Flow (dollars in thousands)
2026
2025
Cash flow provided by operating activities
$
427,168
$
369,814
Less: Capital expenditures
(107,591)
(109,124)
Free cash flow
$
319,577
$
260,690
Cash flow from operating activities as a percentage of revenue
10.1
At June 30, 2026, our cash and cash equivalents totaled $1.8 billion, of which approximately $602.5 million was held outside the United States.
Liquidity: positive free cash flow and cash generation · Filed 23/07/2026
(2) On November 10, 2025, the Company entered into a $500.0 million accelerated share repurchase agreement (the "2025 ASR Agreement") with JP Morgan Chase Bank, N.A.
Share repurchases: $500m ASR entered November 2025 · Filed 13/02/2026
In April 2026, JPMorgan delivered 153,652 additional shares which completed the ASR Program, totaling 2,487,662 repurchased shares under the ASR Agreement.
Share repurchases: ASR completed April 2026 with total shares and VWAP · Filed 23/07/2026
On April 2, 2026, the Company entered into a new $1.5 billion five-year unsecured revolving credit facility (the "Credit Agreement") with a syndicate of banks.
Borrowings: new $1.5b five‑year revolving credit facility (April 2026) · Filed 23/07/2026
The Credit Agreement requires the Company to pay facility fees and imposes various restrictions on the Company such as, among other things, a requirement to maintain a minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1.
Borrowings: covenant—minimum interest coverage 3.0x · Filed 23/07/2026
The Company was in compliance with all covenants in the Credit Agreement and other long-term debt covenants at June 30, 2026 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 36.9 to 1.
Borrowings: interest coverage ratio substantially above covenant · Filed 23/07/2026
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Principles
Guiding Principles for Dover’s Executive Compensation Program
Based on these principles, these were the key elements of our executive compensation program in 2025:
✓
Financial metrics that are clearly linked to the creation of shareholder value: adjusted earnings, three-year relative TSR, and three-year average ROIC.
Proxy: incentive metrics include adjusted earnings, relative TSR, and three‑year average ROIC · Filed 24/03/2026
✓ Executives participate in benefit and employee programs on the same basis as other Dover employees
✓ Our Compensation Committee retains its own independent consultant
✓ Annual compensation risk assessment
WHAT WE DON’T DO
✗ No tax gross ups
✗ No repricing, reloads, or exchanges of stock-settled stock appreciation rights (“SSARs”)
✗ No SSARs granted below fair market value
✗ No hedging or pledging of Dover securities by executives, including margin loans
✗ No dividends are paid on performance shares or restricted stock units (“RSUs”) during the earning or vesting period.
Proxy: no hedging or pledging by executives; other governance practices · Filed 24/03/2026
DOVER CORPORATION – 2026 Proxy Statement 85
SHARE OWNERSHIP INFORMATION
Stock Ownership Guidelines
Our Board has adopted a policy that directors are expected to hold at any time a number of shares at least equal to the aggregate number of shares they received as the stock portion of their annual retainer during the past five years, net of an assumed 30% tax rate.
Proxy: stock ownership guidelines for directors and executives · Filed 24/03/2026
Other Elements of Compensation
Clawback Policy
In May 2023, in light of new rules promulgated by NYSE and SEC requirements, the Compensation Committee adopted a new clawback and recoupment policy applicable to our executive officers, effective as of October 2, 2023 (the “Clawback Policy”) that complies with applicable standards.
Proxy: clawback policy adopted in 2023 · Filed 24/03/2026
(In thousands, except per share data)
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenue
$
2,190,021
$
2,049,592
$
4,243,644
$
3,915,651
Cost of goods and services
1,309,415
1,231,330
2,564,903
2,351,889
Gross profit
880,606
818,262
1,678,741
1,563,762
Goodwill of $9,250 is deductible for income tax purposes and $350,516 is non-deductible for income tax purposes for these acquisitions.
Financials: year‑over‑year revenue growth in Q2 2026 · Filed 23/07/2026
(In thousands, except per share data)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
Revenue
$
2,233,839
$
2,077,841
$
6,477,483
$
5,993,492
Cost of goods and services
1,330,413
1,244,247
3,895,316
3,596,136
Gross profit
903,426
Goodwill of $16,614 is deductible for income tax purposes and $350,516 is non-deductible for income tax purposes for these acquisitions.
Financials: year‑over‑year revenue growth in Q3 2026 · Filed 22/10/2026
IS - 6
DOVER CORPORATION
REVENUE GROWTH FACTORS AND ADJUSTED EPS GUIDANCE RECONCILIATIONS (NON-GAAP)
(unaudited)
Non-GAAP Reconciliations
Revenue Growth Factors
2026
Q2
Q2 YTD
Organic
Engineered Products
2.1
%
2.1
%
Clean Energy & Fueling
8.6
%
9.8
%
Imaging & Identification
2.9
%
(0.1)
%
Pumps & Process Solutions
0.4
%
(0.2)
%
Climate & Sustainability Technologies
8.3
%
Currency translation
0.9
%
1.9
%
Total*
6.9
%
8.4
%
* Totals may be impacted by rounding.
Investor supplement: organic growth contributions by segment and total in Q2 2026 · Filed 23/07/2026
DOVER CORPORATION – 2026 Proxy Statement 4
PROXY STATEMENT SUMMARY
Governance and Board Highlights
Our Board is committed to sound governance practices designed to promote the long-term interests of shareholders and strengthen Board and management accountability.
Proxy: governance highlights (independence, lead independent director, committees) · Filed 24/03/2026
