Amphenol (APH) DEF 14ADefinitive proxy

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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.           )

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NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE

11:00 a.m., Wednesday, May 20, 2020

PLACE

Amphenol Corporation
World Headquarters
Conference Center
358 Hall Avenue
Wallingford, CT 06492
(203) 265-8900

AGENDA

1.

To elect eight directors as named for terms indicated in the proxy statement.

2.

To ratify the selection of Deloitte & Touche LLP as independent accountants.

3.

To conduct an advisory vote on compensation of named executive officers.

4.

To vote on the stockholder proposal set forth in the proxy statement, if properly presented at the Annual Meeting.

5.

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
Senior Vice President, Secretary and General Counsel

April 13, 2020

—IMPORTANT—
PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY 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 20, 2020: The Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2019 are available atwww.edocumentview.com/APH.

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2020 Proxy 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 2019 Amphenol Annual Report to Stockholders carefully before voting.

Annual Meeting of Stockholders

Meeting Agenda and Voting Matters

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Director Nominees

Governance Documents

        The Company posts the following documents on its website atwww.amphenol.com under the heading "Investors", then "Corporate Governance", and then "Governance Documents":

Audit Committee Charter
Code of Business Conduct and Ethics
Compensation Committee Charter
Corporate Governance Principles

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Executive Committee Charter
Nominating/Corporate Governance Committee Charter
Pension Committee Charter
Political Activity Statement
Stock Ownership Guidelines—Directors
Stock Ownership Guidelines—Executives

        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 2019 annual meeting of stockholders, the Company's stockholders cast a non-binding advisory vote regarding 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 92% of the shares voted being cast in favor of the proposal. These programs and policies remain unchanged, as described in detail beginning on page 26. The Company's core management compensation programs include base salary, an annual performance-based incentive plan payment opportunity, annual stock option awards (with 20% vesting each year over a five-year period), insurance benefits and retirement benefits.

        Compensation programs for the named executive officers emphasize 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 stockholder value.

        For the Company's Chief Executive Officer, fixed compensation elements including salary, retirement benefits and "all other compensation" comprised approximately 21% of his total 2019 compensation. His at-risk compensation linked to increasing stockholder value comprised approximately 79% of his total 2019 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 incentive plan compensation which historically has required year-over-year earnings per share ("EPS") growth before any amount is paid in addition to other considerations designed to motivate the Chief Executive Officer to generate long-term stockholder value, and rewards the Chief Executive Officer when Company revenues and EPS grow. For the Company's other named executive officers as a group, fixed compensation elements comprised approximately 24% of total 2019 compensation while at-risk compensation comprised approximately 76% of total 2019 compensation. As with the Chief Executive Officer, the fixed compensation elements for the other named executive officers include salary, retirement benefits and "all other compensation", while the at-risk items include stock options and incentive plan compensation linked to goals that encourage growth in revenues and either 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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2019 Performance Highlights⁽¹⁾

Amphenol delivered another strong year in 2019. Notwithstanding an uncertain and challenging economic environment, we achieved:

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Record Sales of $8.225 billion



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Adjusted Operating Margin of 20.0%



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Adjusted Diluted EPS of $3.74



•

Record Free Cash Flow of $1,207 million, increasing by 50% from the prior year

        Amphenol's performance in 2019 enabled us to continue our track record of creating long-term value for our stockholders. Over the past ten years, Amphenol has delivered compound annual sales growth of 11%, Adjusted EPS growth of 15% and Adjusted Operating Margin expansion of more than 250 basis points. This superior performance has created sustained stockholder value as reflected in Amphenol's stock delivering an 18% compound annual return in the ten years ending December 31, 2019, significantly exceeding the performance of the S&P 500 during that same time period.

        In 2019, the Company continued to have a flexible and balanced approach to capital allocation by:

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Completing nine strategic acquisitions, further strengthening the Company's business across our diverse markets and geographies;



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Investing nearly $300 million into new products, facilities and capabilities to fuel future growth and expansion;



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Increasing the Company's quarterly dividend by 9% to $0.25 per share; and



•

Returning $602 million to stockholders through the repurchase of 6.5 million shares of the Company's stock.

        Amphenol's unique operating culture enabled us to continue our track record of outperformance in 2019. While 2019 was marked by a high degree of uncertainty in the global economy, our team continued to capitalize on our value-creating technology solutions and the growth trends in our markets. Our unique Amphenolian culture of entrepreneurial accountability will continue to be the core of why we are successful.

2019 Company Performance Impact on Performance-Based Compensation

        Considering the 2019 operating environment, and the results the Company was able to achieve in that environment, we believe the Company had a strong year with record Sales, record Free Cash Flow and strong Adjusted Operating Margins. However, Adjusted Diluted EPS for the year ended December 31, 2019 was $3.74, compared to our record performance of $3.77 in 2018. Due to this year-over-year decline of $0.03 or less than 1% in Adjusted Diluted EPS, the Company's threshold for an incentive plan payment award was not met. Accordingly, our CEO and CFO received no incentive plan compensation for 2019, reflecting the high performance nature of the Company's incentive plans and resulting in a significant year-over-year decrease in overall compensation for our CEO and CFO.

COVID-19

        As a result of the current COVID-19 pandemic there is 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 supporting our customers as they respond to urgent needs for a wide variety of medical

(1)

Refer to footnote 1 and accompanying text on page 32 for definitions and reconciliations of non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures.

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equipment, to upgrade the coverage and bandwith of communications networks and to support first responders with necessary equipment, among many other initiatives. Concurrently, we are striving to ensure that our employees, their families, our communities, our customers and partners and our suppliers remain healthy and safe.

        This proxy statement relates to 2019 financial performance and compensation, neither of which were affected by the COVID-19 pandemic. This proxy statement also describes compensation plans for 2020 that were implemented at the beginning of 2020 and assumes there will be no changes to such plans resulting from the impact of the COVID-19 pandemic. The COVID-19 pandemic could significantly impact 2020 financial results as well as compensation actions and outcomes.

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 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 Articles of Incorporation and By-Laws. The Company has also continued to engage key stockholders to discuss other important topics, such as compensation practices and programs and our sustainability initiatives.

Environmental, Social and Governance

        We are dedicated to building true, long-term value for our customers, employees and stockholders. We strongly believe that sustainable business practices are at the core of ensuring our success and longevity. For more information about our sustainability efforts, please visit the sustainability section of our website at https://www.amphenol.com/sustainability.

2021 Annual Meeting

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PROXY STATEMENT

        This proxy statement (first mailed to stockholders on or about April 13, 2020) is furnished to the holders of the Class A Common Stock, par value $.001 per share ("Common Stock"), of Amphenol Corporation (the "Company" or "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's Corporate Headquarters at 358 Hall Avenue, Wallingford, Connecticut 06492 (telephone (203) 265-8900) at 11:00 a.m. on Wednesday, May 20, 2020 (the "Annual Meeting").

RECORD DATE

        The Board of Directors of the Company (the "Board") has fixed the close of business on March 23, 2020 as the Record Date for the 2020 Annual Meeting (the "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. At the Record Date, there were 295,845,244 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 and do not give voting instructions on a matter, under the rules of the New York Stock Exchange, the broker is permitted to vote in its discretion only on Proposal 2 (ratification of selection of the independent accountants) and is required to withhold its vote on each of the other proposals, the withholding of which is referred to as a "broker non-vote."

        A proxy may be revoked. For shares that are held in "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'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 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's transfer agent, Computershare Trust Company, N.A., will tabulate the votes.

        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 2020 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

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fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Proxies may also be solicited from some stockholders personally, by mail, e-mail, telephone or other means of communication by the Company's directors, officers and regular employees who are not specifically employed for proxy solicitation purposes and who will not receive any additional compensation.

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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's Common Stock as of December 31, 2019.

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SECURITY OWNERSHIP OF MANAGEMENT

        Set forth below is certain information with respect to beneficial ownership of the Company's Common Stock as of April 1, 2020 by each director, the named executive officers (listed in the Summary Compensation Table on page 38) 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.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 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 2019.

PROPOSAL 1. ELECTION OF 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 eight.

        Our director, Diana G. Reardon, passed away in November 2019 after 31 years in the Amphenol family. Diana helped to forge Amphenol's high performance culture and to lead the Company's expansion, which ultimately generated significant value for our shareholders and stakeholders around the world. We will miss her dearly, but are confident that the values that she helped to instill in the Company will live on for many years to come.

        Our directors are elected annually. Accordingly, action will be taken at the Annual Meeting for the re-election of eight directors: Stanley L. Clark, John D. Craig, David P. Falck, Edward G. Jepsen, Robert A. Livingston, Martin H. Loeffler, R. Adam Norwitt and Anne Clarke Wolff for a term of one year that will expire at the 2021 Annual Meeting.

        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.

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        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. The Company's goal is to assemble a Board that works together and with management to deliver long term stockholder 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 Company in the best interests of its stockholders. The Company'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, accounting and finance, capital markets, sustainability, mergers and acquisitions, technology and global business practices and operations.

        The following information details offices held and other business directorships of public companies during the past five years of each of the proposed director nominees. Beneficial ownership of equity securities of the current directors and the proposed director nominees is shown under the captionSecurity Ownership of Management on page 4.

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DIRECTOR NOMINEES

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THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR EACH OF THE
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.

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THE BOARD OF DIRECTORS AND THE COMMITTEES OF THE BOARD

Governance Principles

        Amphenol's Corporate Governance Principles meet or exceed the 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 current Governance Principles, the Code of Business Conduct and Ethics and the Charters of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee are reviewed at least annually and revised as warranted. Amphenol'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 atwww.amphenol.com under the heading "Investors", then "Corporate Governance", and then "Governance Documents":

Audit Committee Charter
Code of Business Conduct and Ethics
Compensation Committee Charter
Corporate Governance Principles
Executive Committee Charter
Nominating/Corporate Governance Committee Charter
Pension Committee Charter
Political Activity Statement
Stock Ownership Guidelines—Directors
Stock Ownership Guidelines—Executives

        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" 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.

        The Board considered Ms. Wolff's 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 do not impair her independence. 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 considered an inside director because of his current employment with the Company.

Leadership Structure

        Mr. Loeffler is Chairman of the Board and Mr. Falck is the Board'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 communicate with the Chief Executive Officer to provide feedback and to effectuate the decisions and recommendations of the directors.

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        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's current needs. The Presiding Director and independent Chairman of the Board provide a means for the Board to effectively operate independently of the Company's management as necessary or desirable. This structure also allows the Board to draw upon the skills and extensive experience of a Chairman, who can ensure that the other 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 the Board including summary information for the nominees to the Board.

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 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 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 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

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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 issues 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. See alsoReport of the Audit Committee on page 23. The Audit Committee conducts 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 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, 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 theCompensation Discussion and Analysis on page 26 and theCompensation Committee Report on page 37. 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.

        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: (i) approve any transactions or expenditures in an amount exceeding $50 million; (ii) amend the Company's Charter or Bylaws; (iii) adopt an agreement or plan of merger, share exchange, or consolidation to which the Company is a party; (iv) 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; (v) remove any executive officer from his or her position, or appoint any new executive officer, (vi) declare a dividend or authorize the issuance of capital stock of the Company; or (vii) take any other action or exercise any authority prohibited by law or the Company's Charter or Bylaws. The Executive Committee meets as necessary and all actions of the

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Committee are presented 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 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; (3) developing and recommending to the Board a set of corporate governance guidelines applicable to the Company; (4) overseeing and discussing, 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.

        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 entitledPensions and Deferred Compensation beginning on page 43). 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, 2020 to be considered for inclusion in the proxy statement for the 2021 Annual Meeting of Stockholders, and must comply with the requirements in the Company's by-laws. Recommendations must include the name and address of the 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:

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



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business, financial and/or other applicable experience;



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

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



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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, including currently, engaged a reputable international search firm to identify appropriate candidates. During the last 36 months, we have added three new independent members to our Board including John Craig, the retired Chief Executive Officer of Enersys, Anne Clarke Wolff, the current Chairman Global Corporate and Investment Banking of Bank of America and Robert Livingston, the retired Chief Executive Officer of Dover Corporation.

        Our Board also believes that diversity includes diversity in terms of background, skills, age, experience, and expertise, as well as gender, race and culture. To the extent used, search firms retained by the Nominating/Corporate Governance Committee to assist in identifying qualified candidates will be specifically advised to seek diverse candidates from traditional and non-traditional environments, including women and minorities. 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 and Mr. Livingston the Board engaged a reputable international search firm.

Meetings of the Board and Committees

        During 2019 there were five formal meetings of the Board. All director nominees participated in all meetings of the Board and the Committees on which they served in 2019. Directors also attended meetings as invited guests of 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.

        The independent directors of the Company meet in executive session as necessary. Such private meetings are currently presided over by the Chairman of the Board, the Presiding Director, the chairman 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 Governance Committee and the Pension Committee to review and discuss each committee's self-evaluation, including its performance as measured against its charter and the continuing effectiveness of its charter. In particular, 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.

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        The Audit Committee reviews the Company's portfolio of risk with management and the Company's independent accountants, discusses with management significant financial risks, the Company'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's internal system of audit and financial controls and the process for maintaining financial reporting controls with management and the Company's independent accountants. The Committee also assists the Board in fulfilling its responsibility for oversight of cybersecurity-related matters.

        The Compensation Committee oversees risk management as it relates to compensation plans, policies and practices in connection with structuring the Company'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 entitledElements of Compensation Program beginning on page 28, 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'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.

        The Pension Committee oversees risk management as it relates to the Company's U.S. pension plan described beginning on page 43. The Pension Committee reviews with management the forecasted liabilities of the U.S. pension plan, the actuarial assumptions used in determining those liabilities, the investments funding those anticipated obligations, the periodic performance of those investments and, 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.

Human Capital Management and Culture Oversight

        The Board is actively involved in overseeing the Company's human capital management strategies and practices as well as the Company's culture. This oversight is conducted both directly and through certain of the Board's committees. At each regularly scheduled quarterly meeting of the Board, the Board reviews changes in key personnel and at least annually the Board meets with the Company's Senior Vice President, HR, to discuss various HR-related topics, including talent development, succession planning and culture. The Board has primary responsibility for succession planning for the CEO. The Nominating/Corporate Governance Committee has primary responsibility for succession planning for other executives and senior management as well as their ongoing development. The Compensation Committee has primary responsibility for executive and company-wide compensation policies and programs.

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Director Compensation for the 2019 Fiscal Year

        The following table contains information relating to compensation of the Company'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 Compensation Table" on page 38 and in the section entitledCompensation of Named Executive Officers beginning on page 31. Currently, non-employee director compensation consists solely of an annual retainer fee, committee chairman fees and an annual grant of restricted stock.

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        In October 2018, in connection with its ongoing review of Board compensation, the Board adopted changes to the fee amounts earned by the directors. These fees were last adjusted in 2016. In summary, 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, retained Meridian Compensation Partners, LLC ("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 entitledRole of Compensation Consultant in Compensation Decisions in theCompensation Discussion and Analysis section.

        The 2012 Directors Restricted Stock Plan of Amphenol Corporation (the "Directors Restricted Stock Plan") provides annual grants of restricted stock to the non-employee directors on the first business day after each annual meeting of stockholders and interim pro-rated grants for non-employee directors not initially elected at a regular meeting 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 2019, 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 23, 2019 was $89.49.

        Going forward, the Compensation Committee will monitor and make recommendations to the Company and to the Board regarding the annual retainer fee, committee fees and equity compensation elements of the 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.

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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'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 current Board member who attended the 2019 Annual Meeting of Stockholders was Mr. Norwitt, as President and Chief Executive Officer.

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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

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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 SEC and the NYSE. Following that review, the Audit Committee confirmed its charter, practices and procedures. The Audit Committee Charter is available on the Company's website at www.amphenol.com by clicking on the heading "Investors",then "Corporate Governance", then "Governance Documents", then "Audit Committee Charter" or by entering the URL"https://s22.q4cdn.com/733286966/files/doc_downloads/governance_documents/audit.pdf" into your web browser'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's audited financial statements for the year ended December 31, 2019 with Company management, which has primary responsibility for establishing and maintaining adequate internal financial controls, preparing the Company's quarterly and annual financial statements and for the Company's public reporting process, and with Deloitte & Touche LLP, the Company's independent accountants for 2019, which is responsible for expressing an opinion on the conformity of the Company's audited financial statements with generally accepted accounting principles and its own assessment of the Company'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.



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 accountant's communications with the Audit Committee concerning independence and has discussed with Deloitte & Touche LLP that firm's independence. The Audit Committee has also determined that Deloitte & Touche LLP's provision of audit and non-audit services to the Company is compatible with that firm'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's Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the Securities and Exchange Commission. The Audit Committee has also selected Deloitte & Touche LLP as independent accountants of the Company for fiscal year 2020.

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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 2019 and 2018 were as follows:

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's independent accountants. Under these procedures, the Audit Committee has pre-approved the use of the independent 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. All engagements performed by the Company's independent accountants are to be reported to the Audit Committee on no less frequently than a quarterly basis. Any permitted services by Deloitte 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' independence. In 2019, 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's independent accountants including any employee or former employee of the Company's independent 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's financial statements.

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PROPOSAL 2. RATIFICATION OF INDEPENDENT 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 accountants to examine the financial statements of the Company for the current fiscal year. Deloitte & Touche LLP has acted as independent 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 shares, present in person or represented by proxy at the Annual Meeting, the Audit Committee will review its future selection of independent accountants in light of that result.

        The Board is asking stockholders to approve the following advisory resolution at the 2020 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 2020 is hereby RATIFIED.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR APPROVAL OF THE ADVISORY RESOLUTION FOR RATIFICATION OF SELECTION OF INDEPENDENT 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") has responsibility for establishing, implementing and continually monitoring adherence with the Company's compensation philosophy and guidelines. A primary goal of the compensation philosophy and these guidelines is to align the interests of management with the stockholders to drive stockholder 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's compensation programs simple, transparent, consistent and broad-based. The Company's core management compensation programs include base salary, an annual performance-based incentive plan payment opportunity, annual stock option awards, insurance benefits and retirement benefits.

        Throughout this proxy statement, the Company's Chief Executive Officer and the Chief Financial Officer together with the three other individuals included in the Summary Compensation Table on page 38, are referred to as the "named executive officers". References to "executive officers and key management employees" in this proxy statement relate to the approximately 800 management personnel of the Company, including the named executive officers, who participated in the Company's core management compensation programs in 2019.

        This proxy statement relates to 2019 financial performance and compensation, neither of which were affected by the COVID-19 pandemic. This proxy statement also describes compensation plans for 2020 that were implemented at the beginning of 2020 and assumes there will be no changes to such plans resulting from the impact of the COVID-19 pandemic. The COVID-19 pandemic could significantly impact 2020 financial results as well as compensation actions and outcomes.

        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.

        Say on Pay.    At the 2019 Annual Meeting, the Company's stockholders cast a non-binding advisory vote regarding the compensation of the Company's named executive officers as disclosed in the proxy statement for the 2019 Annual Meeting of Stockholders. The proposal received overwhelming support with more than 92% 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's current management compensation policies and programs support our 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 stockholders to drive stockholder value. No material changes were made to the structure of the Company's core management compensation programs in 2019.

        The Compensation Committee.    The Committee is currently composed of four 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 changes as necessary and appropriate to the Company's annual Management Incentive Plan and the Company's Stock Option Plans as described beginning on pages 28 and 30, respectively.



•

Review and approve the goals relevant to compensation for, and evaluate the performance of, the Company'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's Chief Executive Officer.



•

Review and approve recommendations from the Company'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's Chief Executive Officer related to specific adjustments to individual base salary and incentive plan targets and allocations for all executives reporting directly to the Chief Executive Officer and the other top 20 paid executives of the Company based on annual base salary for employees of the Company and its subsidiaries.



•

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

        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 2019, in conjunction with the Committee'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 compensation policies or programs. The Committee and Meridian both evaluated Meridian's independence in 2019 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. Mr. Norwitt is particularly involved. 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 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's human resources department, including the Senior Vice President, Human Resources, 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 amounts 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'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

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operating unit performance, as well as related compensation matters. The Committee also meets 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 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 stockholder value by rewarding executive officers and key management employees who contribute to increasing stockholder value. The Committee believes that to further these objectives, executive compensation packages should include both cash and 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 all executive officers and key management employees, including the named executive officers, includes the following elements:

•

Base Salary



•

Performance-Based Incentive Plans



•

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's or key management employee'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 payments pursuant to the 2019 Management Incentive Plan (the "2019 Management Incentive Plan"). The Committee has reviewed and approved the 2020 Management Incentive Plan (the "2020 Management Incentive Plan") with terms that are substantially the same as the 2019 Management Incentive Plan. The 2019 Management Incentive Plan and the 2020 Management Incentive Plan are collectively hereinafter referred to as the "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

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reasonable, fair and competitive with annual cash compensation paid to similarly situated employees in comparable positions at other companies with comparable size and performance.

        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 495 participants in the 2019 Management Incentive Plan. Approximately 245 participants were paid approximately $10.5 million representing approximately 0.6% of the Company's consolidated operating income for 2019. Approximately 250 participants received no incentive plan payment for 2019 performance, including three of the five named executive officers. This reflects the performance nature of the Company's incentive plan. There are currently approximately 500 participants in the 2020 Management Incentive Plan who, at achievement of 100% of 2020 performance targets and goals, would be paid an aggregate of approximately $20.9 million.

        The incentive plan provides participants with a cash bonus opportunity if certain individual, 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 and Lampo, the Company is considered the responsibility unit. For Messrs. Gavelle, Raley and Walter, the group over which each served as Group General Manager in 2019 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 is not achieved, absent the occurrence of extenuating circumstances that, in the discretion of the Committee, merit an exception to the threshold performance requirement. As a general rule, the threshold performance requirement for consideration of any incentive plan payment for employees with Company-wide responsibilities is year-over-year growth in Company EPS and for other employees is year-over-year growth in the operating income of their respective responsibility units.

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

        Incentive plan target percentages for each participant are established at the beginning of each year, occasionally subject to adjustment mid-year. Incentive plan target percentages for participants in the 2019 Management Incentive Plan ranged from 5% to 140% of annual base salary.

        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 2019, participants received incentive plan multipliers ranging from 0% to 200%.

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

        The Company continues to believe that the key drivers to generating stockholder value are revenue growth, operating income growth and EPS growth. In 2019 the quantitative performance criteria for (i) participants with Company-wide responsibilities was based on Company revenue and Adjusted Diluted EPS growth in 2019 over 2018 and (ii) other participants was primarily based on responsibility unit revenue and operating income growth in 2019 over 2018 and actual performance in 2019 as compared to 2019

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budget. Revenue growth and operating income growth are calculated in local currency for executive officers and key management employees with responsibility units outside the United States.

        The specific targets to be achieved by Messrs. Norwitt and Lampo to attain a 100% quantitative portion of the incentive plan multiplier under the incentive plan in 2019 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 under the incentive plan in 2019 would have required Company revenue growth and Company Adjusted Diluted EPS growth of at least two- and one-half times the levels required for a 100% quantitative portion of the incentive plan multiplier. In calculating the incentive plan multiplier, Company Adjusted Diluted EPS growth and Company revenue growth are given equal weighting. The specific targets to be achieved by Messrs. Gavelle, Raley and Walter to attain a 100% incentive plan multiplier under the 2019 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. Gavelle, Raley and Walter, the incentive plan multiplier is adjusted up or down based on responsibility unit achievement to responsibility unit budget. To achieve a 200% quantitative portion of the incentive plan multiplier under the incentive plan in 2019 would have required responsibility unit revenue growth and responsibility unit operating income growth of at least two- and one-half times the levels required for a 100% quantitative portion of the incentive plan multiplier. In calculating the incentive plan multiplier, responsibility unit operating income growth and responsibility unit revenue growth are given equal weighting. If there is no operating income growth or Adjusted Diluted EPS growth, as applicable, the impact to the incentive plan multiplier is at the discretion of the Committee, but generally has resulted in an incentive plan multiplier of 0%. For purposes of making all calculations for incentive plan purposes using these ranges, responsibility unit operating income is adjusted for other expenses recorded below operating income and for certain amortization expense.

        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. In 2019, there was no qualitative adjustment made with respect to any named executive officer.

        In 2020 there is no change in the quantitative performance criteria for the 2020 Management Incentive Plan as compared to the 2019 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 Option Plan"). Granting stock options serves to maintain the alignment of the interests of the Company'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

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employment with the Company. With respect to anyone who is not a direct report of the Chief Executive 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'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's then current stock price and the estimated Black-Scholes valuation for option grants. The Committee also considers information regarding the total amount of options available, an individual's base salary, the amount of stock options, if any, previously awarded to an individual, an individual's past and expected future contributions to the Company's financial performance and an individual's responsibilities for assisting the Company in achieving its long-term strategic goals.

        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.

        Insurance Benefits.    Each executive officer and key management employee (including the U.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. 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 ofAll Other Compensation under footnote (4) on page 39. 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's Pension Plan, Supplemental Employee Retirement Plan, or SERP, a non-qualified supplemental defined contribution program, or DC SERP, and in the Company'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's participation, see the section entitledPensions and Deferred Compensation beginning on page 43. As certain of the retirement programs are unfunded, i.e. the SERP and the DC SERP, the Company's executives 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 2019. Mr. Norwitt continues to receive car and driver services in 2020.

Compensation of Named Executive Officers

        Company Performance—When reviewing compensation, the Committee reviewed the Company's 2019 financial results. The Company's 2019 financial results were prepared in conformity with GAAP, and

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reported in the consolidated financial statements included in the Company's 2019 Annual Report on Form 10-K. 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, Adjusted Operating Income, Adjusted Diluted EPS and Adjusted Operating Margins were considered by the Committee.¹

        In 2019, the Company achieved sales of $8.225 billion, which compared to $8.202 billion for the 2018 period. For the year ended December 31, 2019, GAAP Diluted EPS was $3.75, compared to $3.85 in 2018. GAAP Diluted EPS in 2019 included (i) an excess tax benefit of $38 million ($0.12 per share) related to stock options exercised during the period, partially offset by (ii) acquisition-related costs of approximately $25 million ($0.07 per share) and (iii) refinancing-related costs associated with the early extinguishment of debt during the period of $14 million ($0.04 per share). In the comparable 2018 period, GAAP Diluted EPS included (i) the previously mentioned benefit resulting from the finalization of the provisional income tax charge related to the Tax Act and (ii) an excess tax benefit of $20 million ($0.06 per share) related to stock options exercised during the period, partially offset by (iii) the previously mentioned acquisition-related transaction costs. Excluding the effect of these items, Adjusted Diluted EPS for the years ended December 31, 2019 and 2018 was $3.74 and $3.77, respectively, representing a year-over-year decline of $0.03 or less than 1%. Cash flow provided by operating activities ("Operating Cash Flow") was $1,502 million for 2019 compared to $1,112 million for 2018. In addition to Operating Cash Flow, the Company also considers Free Cash Flow, a non-GAAP financial measure, as a key metric in measuring the Company's 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. Free Cash Flow in 2019 was $1,207 million compared with $802 million in 2018.

        The non-GAAP financial measures should be read in conjunction with the Company's financial statements presented in accordance with GAAP. See Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations to the Company's 2019 Annual Report on Form 10-K for further details.

•

Adjusted Diluted EPS is defined as diluted earnings per share (as reported in accordance with GAAP), 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 Diluted EPS is 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.



•

Adjusted Net Income attributable to Amphenol Corporation is defined as Net income attributable to Amphenol Corporation, as reported in the Consolidated Statements of Income, excluding income and expenses and their specific tax effects that are not directly related to the Company's operating performance during the applicable time period.

        (1)Explanation of Non-GAAP Financial Measures.    In addition to assessing the Company'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 are helpful in assessing the Company'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 attributable to Amphenol Corporation and diluted EPS exclude income and expenses that are not directly related to the Company's operating performance during the applicable time period. Items excluded in such non-GAAP financial measures in any period may consist of, without limitation, acquisition-related expenses, refinancing-related costs, and certain discrete tax items including but not limited to (i) the impact of the Tax Cuts and Jobs Act enacted on December 22, 2017 (the "Tax Act") and (ii) the excess tax benefits related to stock-based compensation that may arise during such periods due to the Tax Act's reduction of a substantial portion of such future tax benefits.

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•

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's operating performance during the applicable time period.



•

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).



•

Free Cash Flow is defined as Net cash provided by operating activities ("Operating Cash Flow"—as reported in accordance with U.S. GAAP) less capital expenditures (as reported in accordance with U.S. GAAP), both of which are derived from the Consolidated Statements of Cash Flow.

        Pay Mix—Compensation programs for the named executive officers emphasize at-risk, performance-based elements geared to encourage management to generate stockholder value, namely stock options and incentive plan compensation linked to goals that encourage growth in revenue, operating income and/or 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.

        For the Company's Chief Executive Officer, fixed compensation elements including salary and "all other compensation" comprised approximately 21% of his total 2019 compensation. His at-risk compensation linked to increasing stockholder value comprised approximately 79% of his total 2019 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 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 38. The other at-risk compensation is incentive-plan compensation which historically has required year-over-year EPS growth before any amount is paid, and rewards the Chief Executive Officer when Company revenues and EPS grow. For the Company's other named executive officers as a group, fixed compensation elements comprised approximately 24% of total 2019 compensation while at-risk compensation comprised approximately 76% of total 2019 compensation. As with the Chief Executive Officer, the fixed compensation elements for the other named executive officers include salary, retirement benefits and "all other compensation", while the at-risk items include stock options and incentive plan compensation linked to goals that encourage growth in revenues and either EPS or operating income, depending on the role of the named executive officer.

        CEO Compensation—Mr. Norwitt's annual base salary at the beginning of 2020 was increased by approximately 3% from $1,275,000 to $1,315,000. Mr. Norwitt's incentive plan target percentage pursuant to the 2020 Management Incentive Plan was increased from 140% to 150%. In its deliberations about whether and how to adjust these two elements of Mr. Norwitt's compensation, the Committee concluded that Mr. Norwitt's base salary should be increased in line with the average inflationary increase generally given to other salaried employees of the Company in the United States and the incentive plan target percentage should be increased to further 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. Meridian also confirmed to the Committee that all such changes generally aligned with prevailing market levels.

        Based on calculations described in the section entitledPerformance-Based Incentive Plans above, Mr. Norwitt did not earn an incentive plan payment under the 2019 Management Incentive Plan because the Company's Adjusted Diluted EPS for 2019 was lower than the Adjusted Diluted EPS for 2018, and thus the Company's threshold to earn an incentive plan payment was not met. This compared to a maximum possible payout under the 2019 Management Incentive Plan of $3,570,000 representing 280% of his 2019 base salary.

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        In May 2019, Mr. Norwitt was awarded 475,000 options pursuant to the 2017 Option Plan with an exercise price of $89.49. The option award reflects the Board's confidence in his leadership, and is designed to further align Mr. Norwitt's interests with the Company's stockholders to generate long-term stockholder value.

        In 2019, 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 $24,252. The imputed value of compensation for group term life insurance provided to Mr. Norwitt in 2019 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 2020.

        Mr. Norwitt continues to participate in the Pension Plan (further described in the section entitledPension Plan Background commencing on page 43), 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 2019 as compared to 2018. In 2019, Mr. Norwitt received a 401(k) match of $16,566. The Company made notational contributions to a non-qualified supplemental defined contribution plan, or DC SERP, on behalf of Mr. Norwitt for 2019 of $203,775. Mr. Norwitt continues to participate in the 401(k) Plan and the DC SERP in 2020.

        Other Named Executive Officers' Compensation.    For each of the other named executive officers, in determining incentive plan payments and stock option awards for 2019, and base salary and incentive plan target adjustments for 2020, the Committee considered each executive's overall performance, as well as relevant data from Meridian. In the case of Mr. Lampo, the Committee evaluated the overall performance of the Company and his respective contributions to that performance. In the case of Messrs. Gavelle, Raley and Walter, the Committee evaluated their contributions to the performance and results of the group over which each served as Group General Manager.

        Mr. Lampo.    In January 2020, Mr. Lampo's annual base salary was increased by approximately 7% from $560,000 to $600,000. This increase reflects his ongoing development in the Chief Financial Officer role as well as market-based data provided by Meridian.

        Mr. Lampo did not earn an incentive plan payment under the 2019 Management Incentive Plan because the Company's Adjusted Diluted EPS for 2019 was lower than the Adjusted Diluted EPS for 2018, and thus the Company's threshold to earn an incentive plan payment was not met. This compared to a maximum possible payout under the 2019 Management Incentive Plan of $840,000 representing 150% of his 2019 base salary.

        Mr. Lampo's incentive plan target percentage pursuant to the 2020 Management Incentive Plan remains at 75% of his base salary in 2020. His potential 2020 Management Incentive Plan payment will range from 0% to 150% of his base salary.

        In May 2019, Mr. Lampo was awarded 161,000 options pursuant to the 2017 Option Plan with an exercise price of $89.49.

        The imputed value of compensation for group term life insurance provided to Mr. Lampo in 2019 in excess of $50,000, net of employee payments, was $2,945. In 2020, the Company continues to contribute to Mr. Lampo'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 entitledPension Plan Background commencing on page 43. 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 2019 as compared to 2018. In 2019, Mr. Lampo received a 401(k) match of $16,740. The Company made notational contributions to the DC SERP on behalf of Mr. Lampo for 2019 of $51,608. He also continues to participate in the 401(k) plan and the DC SERP in 2020.

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        Mr. Gavelle.    Mr. Gavelle is employed by a Hong Kong-based subsidiary of the Company. For purposes of this proxy statement compensation amounts paid or calculated have been converted to US dollars.* In January 2020, Mr. Gavelle's annual base salary was increased by approximately 8% from $426,286 to $460,997 (using a budgeted exchange rate of 0.1277 as reported by Bloomberg on January 3, 2020), in recognition of his promotion to Senior Vice President and Group General Manager of the Interconnect and Sensor Systems Group.

        Mr. Gavelle's payment pursuant to the 2019 Management Incentive Plan was $386,722, representing the product of his 2019 base salary of $426,184 in local currency (using a January 3, 2019 budgeted exchange rate of 0.1276), multiplied by his incentive plan target percentage of 60%, and his incentive plan multiplier of 150%. The amount was converted to US dollars using the Bloomberg rate of 0.1287 in January 2020, the month in which it was paid. This was approximately 91% of his 2019 base salary, as compared to a maximum possible payout under the 2019 Management Incentive Plan of 120% of his base salary

        Mr. Gavelle's incentive plan target percentage pursuant to the 2020 Management Incentive Plan has been increased from 60% to 65% of his base salary in 2020, which represents a continued emphasis on performance-based compensation and in recognition of his promotion to Senior Vice President. His potential 2020 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. Gavelle's group.

        In May 2019, Mr. Gavelle was awarded 119,000 options pursuant to the 2017 Option Plan with an exercise price of $89.49.

        Mr. Raley.    In January 2020, Mr. Raley's annual base salary was increased by approximately 3% from $590,000 to $608,000, in line with the average inflationary increase given to other salaried employees of the Company in the United States.

        Mr. Raley did not earn an incentive plan payment under the 2019 Management Incentive Plan because his group's Adjusted Operating Income for 2019 was lower than its Adjusted Operating Income for 2018, and thus the threshold to earn an incentive plan payment was not met. This compared to a maximum possible payout under the 2019 Management Incentive Plan of $767,000 representing 130% of his 2019 base salary.

        Mr. Raley's incentive plan target percentage pursuant to the 2020 Management Incentive Plan remains at 65% of his base salary in 2020, which represents a continued emphasis on performance-based compensation. His potential 2020 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. Raley's group.

        In May 2019, Mr. Raley was awarded 119,000 options pursuant to the 2017 Option Plan with an exercise price of $89.49.

*

Unless otherwise noted, payments or calculations made to Mr, Gavelle for any given month are converted using the average monthly US dollar to Hong Kong dollar exchange rate for such month as reported by Bloomberg. The monthly rates for converting Hong Kong dollars to US dollars from January 2018 to December 2018 were 0.1279, 0.1279, 0.1275, 0.1274, 0.1274, 0.1274, 0.1274, 0.1274, 0.1276, 0.1276, 0.1277 and 0.1279, respectively; and from January 2019 to January 2020 were 0.1275, 0.1274, 0.1274, 0.1275, 0.1274, 0.1278, 0.1280, 0.1275, 0.1276, 0.1275, 0.1277, 0.1281 and 0.1287, respectively.

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        The imputed value of compensation for group term life insurance provided to Mr. Raley in 2019 in excess of $50,000, net of employee payments, was $3,107. In 2020, the Company continues to contribute to Mr. Raley's group term life insurance. Mr. Raley 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 entitledPension Plan Background commencing on page 43. Notwithstanding that Mr. Raley's pension plan benefits have been frozen, there was a change in his pension value because of changes in actuarial assumptions in 2019 as compared to 2018. In 2019, Mr. Raley received a 401(k) match of $16,693. The Company made notational contributions to the DC SERP on behalf of Mr. Raley for 2019 of $31,236. He also continues to participate in the 401(k) Plan and the DC SERP in 2020.

        Mr. Walter.    In January 2020, Mr. Walter's annual base salary was increased by approximately 3%, from $618,000 to $637,000, in line with the average inflationary increase generally given to other salaried employees of the Company in the United States.

        Mr. Walter's payment pursuant to the 2019 Management Incentive Plan was $803,400, representing the product of his 2019 base salary of $618,000 multiplied by his incentive plan target percentage of 65%, multiplied by his incentive plan multiplier of 200%. This was 130% of his 2019 base salary, which was the maximum possible payout under the 2019 Management Incentive Plan for Mr. Walter.

        Mr. Walter's incentive plan target percentage pursuant to the 2020 Management Incentive Plan remains at 65% of his base salary in 2020, which represents a continued emphasis on performance-based compensation. His potential 2020 Management Incentive Plan payment could therefore 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. Walter's group.

        In May 2019, Mr. Walter was awarded 119,000 options pursuant to the 2017 Option Plan with an exercise price of $89.49.

        The imputed value of compensation for group term life insurance provided to Mr. Walter in 2019 in excess of $50,000, net of employee benefits, was $9,381. In 2020, the Company continues to contribute to Mr. Walter's group term life insurance. Mr. Walter continues to participate in the Pension Plan but his benefits under such plan have been frozen as described in the section entitledPension Plan Background commencing on page 43. Notwithstanding that Mr. Walter's Pension Plan benefits have been frozen, there was a change in pension value because of changes in actuarial assumptions in 2019 as compared to 2018. In 2019, Mr. Walter received a 401(k) match of $16,800. The Company made notational contributions to the DC SERP on behalf of Mr. Walter for 2019 of $67,080. Mr. Walter continues to participate in the 401(k) plan and the DC SERP in 2020.

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COMPENSATION COMMITTEE REPORT

        The Compensation Committee consists of four directors who are independent directors as defined under the NYSE Listing Standards and the Company'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's website at www.amphenol.com by clicking on "Investors", then "Governance Documents" and then "Compensation Committee 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's Board of Directors that the Compensation Discussion & Analysis be included in this 2020 proxy statement.

Compensation Committee Interlocks and Insider Participation

        Messrs. Clark, Craig, Falck and Livingston serve on the Compensation Committee. None of Messrs. Clark, Craig, Falck or Livingston is or formerly was an employee or officer of the Company. Mr. Norwitt is the only Board member who was also an employee of the Company during 2019. Mr. Norwitt does not serve on the compensation committee or board of directors of any other company whose executive officer served on our Compensation Committee or Board. Therefore, there is no relationship that requires disclosure as a compensation committee interlock.

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SUMMARY COMPENSATION TABLE

        The following table summarizes the total compensation provided by the Company to the named executive officers for 2017, 2018 and 2019, except in the case of Mr. Gavelle who was not a named executive officer prior to 2018.

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