The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee of the Board of Directors at its regularly scheduled first quarter meeting. For the years presented herein, employee awards were made pursuant to the terms of the Company's 2021 Omnibus Incentive Plan (the "2021 Plan") and 2012 Equity and Cash Incentive Plan (the "2012 Plan").

On May 7, 2021, the shareholders approved the 2021 Plan, to replace the 2012 Plan, which otherwise would have terminated according to its terms on May 3, 2022. Upon approval of the 2021 Plan, no additional awards could be granted under the 2012 Plan, and the remaining 4,888,197 shares available for additional award grant purposes became available for issuance under the 2021 Plan. The 2021 Plan provides for stock options and SARs, RSUs, PSAs, cash performance awards, directors' shares and deferred stock units. Under the 2021 Plan, a total of 8,300,000 newly authorized shares of common stock are reserved for issuance, resulting in a total of 13,188,197 authorized shares available for issuance. These shares are subject to adjustments resulting from stock dividends, stock splits, recapitalizations, reorganizations and other similar changes.

Officers and other key employees, as well as non-employee directors, are eligible to participate in the 2021 Plan, and were also eligible under the 2012 Plan which had a ten-year term between May 3, 2012 to May 3, 2022.

Stock-based compensation costs are reported within selling, general and administrative expenses in the consolidated statements of earnings. The following table summarizes the Company's compensation expense relating to all stock-based incentive plans:


	Years Ended December 31,
	2024		2023		2022
Pre-tax stock-based compensation expense	$	40,359	$	30,766	$	30,075
Tax benefit	(3,792)		(3,106)		(2,827)
Total stock-based compensation expense, net of tax	$	36,567	$	27,660	$	27,248

Pre-tax stock-based compensation expense attributable to discontinued operations was $673, $699 and $746 for the years ended December 31, 2024, 2023 and 2022, respectively. These expenses are included within stock-based compensation expense in the consolidated statements of stockholders' equity. See Note 4 — Discontinued and Disposed Operations for further details.

The exercise price per share for SARs is equal to the closing price of the Company's stock on the New York Stock Exchange on the date of grant. New common shares are issued when SARs are exercised. The period during which SARs are exercisable is fixed by the Company's Compensation Committee at the time of grant. Generally, the SARs vest after three years of service and expire at the end of ten years.

In 2024, 2023 and 2022, the Company issued SARs covering 355,685, 359,715 and 335,285 shares, respectively. The fair value of each SAR grant was estimated on the date of grant using a Black-Scholes option-pricing model with the following assumptions:


	2024		2023		2022
Risk-free interest rate	4.13	%	3.91	%	1.86	%
Dividend yield	1.28	%	1.32	%	1.25	%
Expected life (years)	5.5		5.4		5.4
Volatility	31.32	%	30.65	%	29.46	%
Grant price	$160.11		$153.25		$160.21
Fair value per share at date of grant	$51.17		$47.27		$42.07

Expected volatilities are based on Dover's stock price history, including implied volatilities from traded options on Dover stock. The Company uses historical data to estimate SAR exercise and employee termination patterns within the valuation model. The expected life of SARs granted is derived from the output of the option valuation model and represents the average period of time that SARs granted are expected to be outstanding. The interest rate for periods within the contractual life of the awards is based on the U.S. Treasury yield curve in effect at the time of grant.


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2024	2,409,610	$	109.65
Granted	355,685	160.11


Forfeited / expired	(53,889)	157.74
Exercised	(309,760)	86.27
Outstanding at December 31, 2024	2,401,646	119.11		5.6	$	164,481

Exercisable at December 31, 2024	1,468,033	$	94.54	4.0	$	136,613

Unrecognized compensation expense related to SARs not yet exercisable was $8,387 at December 31, 2024. This cost is expected to be recognized over a weighted average period of 1.3 years.

Other information regarding the exercise of SARs is listed below:


	2024		2023		2022
Fair value of SARs that became exercisable	$	9,629	$	7,492	$	8,939
Aggregate intrinsic value of SARs exercised	28,833		26,041		11,992

PSAs granted are expensed over the three-year requisite performance and service period. Awards become vested if (1) the Company achieves certain conditions, discussed below, and (2) the employee remains continuously employed by the Company during the performance period. Partial vesting may occur after separation from service in the case of certain terminations not for cause and for retirements.

The PSAs granted in 2024 vest based on the attainment of two equally weighted measures: (i) Dover’s performance relative to established internal metrics (performance condition) and (ii) Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector; market condition). The PSAs granted in 2023 and 2022 vest solely on the attainment of Dover's performance relative to its peer group (same aforementioned market condition).

The grant date fair value of the performance condition portion is determined using Dover’s closing stock price at the date of grant and the amount of expense recognized over the vesting period is subject to adjustment based on the expected attainment of the performance condition. The fair value per share at the date of grant for the 2024 performance condition portion is $177.19.

The grant date fair value of the 2024 market condition portion, and all 2023 and 2022 PSAs, is determined using the Monte Carlo simulation model. The amount of expense recognized over the vesting period is not subject to change based on future market conditions. The assumptions used in the Monte Carlo model to determine the fair value of the PSAs granted in the respective periods were as follows:


	2024		2023		2022
Risk-free interest rate	4.37	%	4.28	%	1.68	%
Dividend yield	1.15	%	1.32	%	1.25	%
Expected life (years)	2.8		2.9		2.9
Volatility	23.30	%	27.30	%	31.10	%

Grant price	$177.19		$153.25		$160.21
Fair value per share at date of grant	$287.62		$249.48		$196.40


	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested at January 1, 2024	77,761	$	224.42
Granted	43,602	232.41


Forfeited	(2,938)	232.71
Vested	(39,350)	200.18
Unvested at December 31, 2024	79,075	$	240.59

The Company also has restricted stock authorized for grant. Common stock of the Company may be granted at no cost to certain officers and key employees. In general, restrictions limit the sale or transfer of these shares during a three-year period, and restrictions lapse proportionately over the three-year period. The Company granted 94,307, 91,439 and 79,556 of RSUs in 2024, 2023 and 2022, respectively. The fair value of these awards was determined using Dover's closing stock price on the date of grant, which was $160.11, $153.25, and $160.21 in 2024, 2023 and 2022, respectively.

A summary of activity for RSUs for the year ended December 31, 2024 is as follows:


	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested at January 1, 2024	152,974	$	145.45
Granted	94,307	160.11


Forfeited	(13,352)	156.15
Vested	(70,329)	145.52
Unvested at December 31, 2024	163,600	$	155.62