Jay L Kloosterboer
First SEC filing: Jan. 7, 2009 · Latest: Jan. 7, 2009
Insider at
Insider transactions
Price change vs the latest weekly close (updated to the current quote in your browser when available), split-adjusted for corporate actions since the filing — not benchmarked, not annualized, not size-weighted
| Date | Ticker | Code | Shares | Price | Value | Owned after | Δ own | A/D | vs now |
|---|---|---|---|---|---|---|---|---|---|
| Oct. 30, 2019 | DOV | G | 1,000 | · | · | 23,425 Direct | -4.09% | Disposed | |
| July 25, 2019 | DOV | S | 15,416 | $98.00 | $1,510,768 | 24,425 Direct | -38.69% | Disposed | 103.3% (price as of ) |
| July 22, 2019 | DOV | M | 27,598 | $69.57 | $1,919,993 | 52,023 Direct | +112.99% | Acquired | 186.3% (price as of ) |
| July 22, 2019 | DOV | M | 39,775 | $48.28 | $1,920,337 | 91,798 Direct | +76.46% | Acquired | 312.6% (price as of ) |
| July 22, 2019 | DOV | D | 39,290 | $97.74 | $3,840,205 | 52,508 Direct | -42.80% | Disposed | 103.8% (price as of ) |
| July 22, 2019 | DOV | F | 12,667 | $97.74 | $1,238,073 | 39,841 Direct | -24.12% | Disposed | 103.8% (price as of ) |
| July 22, 2019 | DOV | M | 27,598 | · | · | 0 Direct | -100.00% | Disposed | |
| July 22, 2019 | DOV | M | 39,775 | · | · | 0 Direct | -100.00% | Disposed | |
| March 15, 2019 | DOV | F | 499 | $90.76 | $45,289 | 25,078 Direct | -1.95% | Disposed | 119.5% (price as of ) |
| March 15, 2019 | DOV | F | 360 | $90.76 | $32,674 | 24,718 Direct | -1.44% | Disposed | 119.5% (price as of ) |
| March 15, 2019 | DOV | F | 293 | $90.76 | $26,593 | 24,425 Direct | -1.19% | Disposed | 119.5% (price as of ) |
| Feb. 15, 2019 | DOV | A | 1,754 | · | · | 25,577 Direct | +7.36% | Acquired | |
| Feb. 15, 2019 | DOV | A | 21,053 | · | · | 21,053 Direct | · | Acquired | |
| Feb. 5, 2019 | DOV | S | 12,363 | $87.53 | $1,082,133 | 23,827 Direct | -34.16% | Disposed | 127.6% (price as of ) |
| Jan. 31, 2019 | DOV | M | 32,960 | $53.40 | $1,760,064 | 56,787 Direct | +138.33% | Acquired | 273.0% (price as of ) |
| Jan. 31, 2019 | DOV | M | 31,074 | $61.79 | $1,920,062 | 87,861 Direct | +54.72% | Acquired | 222.4% (price as of ) |
| Jan. 31, 2019 | DOV | D | 41,425 | $88.84 | $3,680,197 | 46,436 Direct | -47.15% | Disposed | 124.2% (price as of ) |
| Jan. 31, 2019 | DOV | F | 10,246 | $88.84 | $910,255 | 36,190 Direct | -22.06% | Disposed | 124.2% (price as of ) |
| Jan. 31, 2019 | DOV | M | 32,960 | · | · | 0 Direct | -100.00% | Disposed | |
| Jan. 31, 2019 | DOV | M | 31,074 | · | · | 0 Direct | -100.00% | Disposed | |
| May 29, 2018 | DOV | S | 14,745 | $78.67 | $1,159,989 | 23,096 Direct | -38.97% | Disposed | 153.2% (price as of ) |
| May 23, 2018 | DOV | M | 33,345 | $49.49 | $1,650,244 | 56,441 Direct | +144.38% | Acquired | 302.5% (price as of ) |
| May 23, 2018 | DOV | D | 20,813 | $79.29 | $1,650,263 | 35,628 Direct | -36.88% | Disposed | 151.2% (price as of ) |
| May 23, 2018 | DOV | F | 5,006 | $79.29 | $396,926 | 30,622 Direct | -14.05% | Disposed | 151.2% (price as of ) |
| May 23, 2018 | DOV | M | 33,963 | $48.59 | $1,650,262 | 64,585 Direct | +110.91% | Acquired | 310.0% (price as of ) |
| May 23, 2018 | DOV | D | 20,813 | $79.29 | $1,650,263 | 43,772 Direct | -32.23% | Disposed | 151.2% (price as of ) |
| May 23, 2018 | DOV | F | 5,931 | $79.29 | $470,269 | 37,841 Direct | -13.55% | Disposed | 151.2% (price as of ) |
| May 23, 2018 | DOV | M | 33,345 | · | · | 0 Direct | -100.00% | Disposed | |
| May 23, 2018 | DOV | M | 33,963 | · | · | 0 Direct | -100.00% | Disposed | |
| March 15, 2018 | DOV | F | 281 | $99.08 | $27,841 | 23,299 Direct | -1.19% | Disposed | 148.9% (price as of ) |
| March 15, 2018 | DOV | F | 203 | $99.08 | $20,113 | 23,096 Direct | -0.87% | Disposed | 148.9% (price as of ) |
| Feb. 12, 2018 | DOV | F | 240 | $98.33 | $23,599 | 23,580 Direct | -1.01% | Disposed | 150.8% (price as of ) |
| Feb. 9, 2018 | DOV | A | 1,644 | · | · | 23,820 Direct | +7.41% | Acquired | |
| Feb. 9, 2018 | DOV | A | 19,723 | · | · | 19,723 Direct | · | Acquired | |
| March 15, 2017 | DOV | F | 309 | $78.46 | $24,244 | 22,176 Direct | -1.37% | Disposed | 214.3% (price as of ) |
| March 10, 2017 | DOV | F | 215 | $76.66 | $16,482 | 22,485 Direct | -0.95% | Disposed | 221.7% (price as of ) |
| Feb. 12, 2017 | DOV | F | 270 | $79.26 | $21,400 | 22,700 Direct | -1.18% | Disposed | 211.1% (price as of ) |
| Feb. 10, 2017 | DOV | A | 2,018 | · | · | 22,970 Direct | +9.63% | Acquired | |
| Feb. 10, 2017 | DOV | D | 1,939 | · | · | 0 Direct | -100.00% | Disposed | |
| Feb. 10, 2017 | DOV | A | 24,218 | · | · | 24,218 Direct | · | Acquired | |
| Nov. 14, 2016 | DOV | S | 11,501 | $70.25 | $807,945 | 20,952 Direct | -35.44% | Disposed | 251.0% (price as of ) |
| Nov. 10, 2016 | DOV | M | 43,663 | $37.79 | $1,650,025 | 64,615 Direct | +208.40% | Acquired | 552.6% (price as of ) |
| Nov. 10, 2016 | DOV | D | 23,065 | $71.54 | $1,650,070 | 41,550 Direct | -35.70% | Disposed | 244.7% (price as of ) |
| Nov. 10, 2016 | DOV | F | 9,097 | $71.54 | $650,799 | 32,453 Direct | -21.89% | Disposed | 244.7% (price as of ) |
| Nov. 10, 2016 | DOV | M | 43,663 | · | · | 0 Direct | -100.00% | Disposed | |
| March 10, 2016 | DOV | F | 214 | $61.22 | $13,101 | 20,952 Direct | -1.01% | Disposed | 302.8% (price as of ) |
| Feb. 12, 2016 | DOV | F | 226 | $58.46 | $13,212 | 21,166 Direct | -1.06% | Disposed | 321.8% (price as of ) |
| Feb. 11, 2016 | DOV | M | 1,383 | · | · | 19,071 Direct | +7.82% | Acquired | |
| Feb. 11, 2016 | DOV | F | 474 | $57.25 | $27,136 | 18,597 Direct | -2.49% | Disposed | 330.8% (price as of ) |
| Feb. 11, 2016 | DOV | A | 2,795 | · | · | 21,392 Direct | +15.03% | Acquired | |
| Feb. 11, 2016 | DOV | M | 1,894 | · | · | 0 Direct | -100.00% | Disposed | |
| Feb. 11, 2016 | DOV | A | 33,537 | · | · | 33,537 Direct | · | Acquired | |
| March 10, 2015 | DOV | F | 214 | $70.60 | $15,108 | 17,688 Direct | -1.20% | Disposed | 249.3% (price as of ) |
| Feb. 12, 2015 | DOV | A | 2,183 | · | · | 17,902 Direct | +13.89% | Acquired | |
| Feb. 12, 2015 | DOV | A | 26,201 | · | · | 26,201 Direct | · | Acquired | |
| April 23, 2014 | DOV | S | 8,770 | $86.29 | $756,763 | 15,719 Direct | -35.81% | Disposed | 185.8% (price as of ) |
| April 21, 2014 | DOV | M | 23,755 | $25.96 | $616,680 | 39,474 Direct | +151.12% | Acquired | 850.0% (price as of ) |
| April 21, 2014 | DOV | D | 7,222 | $85.40 | $616,759 | 32,252 Direct | -18.30% | Disposed | 188.8% (price as of ) |
| April 21, 2014 | DOV | F | 7,763 | $85.40 | $662,960 | 24,489 Direct | -24.07% | Disposed | 188.8% (price as of ) |
| April 21, 2014 | DOV | M | 23,755 | · | · | 0 Direct | -100.00% | Disposed | |
| March 10, 2014 | DOV | A | 1,939 | · | · | 15,719 Direct | +14.07% | Acquired | |
| March 10, 2014 | DOV | A | 23,270 | · | · | 23,270 Direct | · | Acquired | |
| March 10, 2014 | DOV | A | 1,939 | · | · | 1,939 Direct | · | Acquired | |
| Jan. 10, 2014 | DOV | M | 2,311 | · | · | 14,564 Direct | +18.86% | Acquired | |
| Jan. 10, 2014 | DOV | F | 784 | $94.44 | $74,041 | 13,780 Direct | -5.38% | Disposed | 214.7% (price as of ) |
| Jan. 10, 2014 | DOV | M | 1,689 | · | · | 0 Direct | -100.00% | Disposed | |
| July 22, 2013 | DOV | M | 20,000 | $29.45 | $589,000 | 25,343 Direct | +374.32% | Acquired | 909.0% (price as of ) |
| July 22, 2013 | DOV | D | 6,900 | $85.36 | $588,984 | 18,443 Direct | -27.23% | Disposed | 248.1% (price as of ) |
| July 22, 2013 | DOV | F | 6,190 | $85.36 | $528,378 | 12,253 Direct | -33.56% | Disposed | 248.1% (price as of ) |
| July 22, 2013 | DOV | M | 20,000 | · | · | 20,935 Direct | -48.86% | Disposed | |
| Feb. 14, 2013 | DOV | M | 4,146 | · | · | 6,704 Direct | +162.08% | Acquired | |
| Feb. 14, 2013 | DOV | F | 1,361 | $71.86 | $97,801 | 5,343 Direct | -20.30% | Disposed | 313.5% (price as of ) |
| Feb. 14, 2013 | DOV | M | 2,624 | · | · | 0 Direct | -100.00% | Disposed | |
| Feb. 14, 2013 | DOV | A | 24,492 | · | · | 24,492 Direct | · | Acquired | |
| Feb. 14, 2013 | DOV | A | 1,670 | · | · | 1,670 Direct | · | Acquired | |
| Feb. 9, 2012 | DOV | M | 3,766 | · | · | 3,766 Direct | · | Acquired | |
| Feb. 9, 2012 | DOV | F | 1,208 | $65.38 | $78,979 | 2,558 Direct | -32.08% | Disposed | 354.5% (price as of ) |
| Feb. 9, 2012 | DOV | M | 3,411 | · | · | 0 Direct | -100.00% | Disposed | |
| Feb. 9, 2012 | DOV | A | 25,237 | · | · | 25,237 Direct | · | Acquired | |
| Feb. 9, 2012 | DOV | A | 1,721 | · | · | 1,721 Direct | · | Acquired | |
| Feb. 10, 2011 | DOV | A | 24,778 | · | · | 24,778 Direct | · | Acquired | |
| Feb. 10, 2011 | DOV | A | 1,689 | · | · | 1,689 Direct | · | Acquired | |
| Feb. 11, 2010 | DOV | A | 38,479 | · | · | 38,479 Direct | · | Acquired | |
| Feb. 11, 2010 | DOV | A | 2,624 | · | · | 2,624 Direct | · | Acquired | |
| May 7, 2009 | DOV | A | 3,411 | · | · | 3,411 Direct | · | Acquired | |
| Feb. 12, 2009 | DOV | A | 40,935 | · | · | 40,935 Direct | · | Acquired | |
| Dec. 31, 2008 | AES | A | 591 | $14.33 | $8,469 | 4,614 Indirect | +14.69% | Acquired | 4.7% (price as of ) |
| Dec. 31, 2008 | AES | M | 22,074 | · | · | 22,074 Direct | · | Acquired | |
| Dec. 31, 2008 | AES | F | 6,788 | $8.24 | $55,933 | 15,286 Direct | -30.75% | Disposed | 82.0% (price as of ) |
| Dec. 31, 2008 | AES | M | 22,074 | · | · | 0 Direct | -100.00% | Disposed | |
| Feb. 22, 2008 | AES | A | 967 | $18.87 | $18,247 | 3,483 Indirect | +38.43% | Acquired | -20.5% (price as of ) |
| Feb. 22, 2008 | AES | A | 540 | $21.05 | $11,367 | 4,023 Indirect | +15.50% | Acquired | -28.7% (price as of ) |
| Feb. 22, 2008 | AES | A | 22,467 | · | · | 109,854 Direct | +25.71% | Acquired | |
| Feb. 22, 2008 | AES | A | 10,930 | · | · | 66,073 Direct | +19.82% | Acquired | |
| Feb. 22, 2008 | AES | A | 2,441 | $18.87 | $46,062 | 7,206 Direct | +51.23% | Acquired | |
| Feb. 23, 2007 | AES | A | 799 | $22.52 | $17,993 | 2,443 Indirect | +48.60% | Acquired | -33.4% (price as of ) |
| Feb. 23, 2007 | AES | A | 73 | $22.32 | $1,629 | 2,516 Indirect | +2.99% | Acquired | -32.8% (price as of ) |
| Feb. 23, 2007 | AES | A | 19,912 | · | · | 87,387 Direct | +29.51% | Acquired | |
| Feb. 23, 2007 | AES | A | 9,089 | · | · | 55,143 Direct | +19.74% | Acquired | |
| Feb. 23, 2007 | AES | A | 2,256 | $22.52 | $50,805 | 4,765 Direct | +89.92% | Acquired |
Loaded 100 of 107 rows
P = Open-market purchase · S = Sale · A = Grant/award · M = Option exercise · G = Gift · F = Tax withholding
Insider transactions are not a recommendation; sales are often driven by liquidity or tax reasons.
Derivative holdings (Form 4 Table II) Options, RSUs and convertible securities reported on Form 4 Table II.
| Date | Ticker | Security | Underlying | Exercise price | Expiration | Shares | A/D |
|---|---|---|---|---|---|---|---|
| July 22, 2019 | DOV | Stock Appreciation Right | Common Stock | $69.57 | March 10, 2024 | 27,598 | Disposed |
| July 22, 2019 | DOV | Stock Appreciation Right | Common Stock | $48.28 | Feb. 11, 2026 | 39,775 | Disposed |
| Feb. 15, 2019 | DOV | Stock Appreciation Right | Common Stock | $91.20 | Feb. 15, 2029 | 21,053 | Acquired |
| Jan. 31, 2019 | DOV | Stock Appreciation Right | Common Stock | $53.40 | Feb. 14, 2023 | 32,960 | Disposed |
| Jan. 31, 2019 | DOV | Stock Appreciation Right | Common Stock | $61.79 | Feb. 12, 2025 | 31,074 | Disposed |
| May 23, 2018 | DOV | Stock Appreciation Right | Common Stock | $49.49 | Feb. 10, 2021 | 33,345 | Disposed |
| May 23, 2018 | DOV | Stock Appreciation Right | Common Stock | $48.59 | Feb. 9, 2022 | 33,963 | Disposed |
| Feb. 9, 2018 | DOV | Stock Appreciation Right | Common Stock | $97.35 | Feb. 9, 2028 | 19,723 | Acquired |
| Feb. 10, 2017 | DOV | Performance Shares | Common Stock | · | · | 1,939 | Disposed |
| Feb. 10, 2017 | DOV | Stock Appreciation Right | Common Stock | $79.28 | Feb. 10, 2027 | 24,218 | Acquired |
| Nov. 10, 2016 | DOV | Stock Appreciation Right | Common Stock | $37.79 | Feb. 11, 2020 | 43,663 | Disposed |
| Feb. 11, 2016 | DOV | Performance Shares | Common Stock | · | · | 1,894 | Disposed |
| Feb. 11, 2016 | DOV | Stock Appreciation Right | Common Stock | $57.25 | Feb. 11, 2026 | 33,537 | Acquired |
| Feb. 12, 2015 | DOV | Stock Appreciation Right | Common Stock | $73.28 | Feb. 12, 2025 | 26,201 | Acquired |
| April 21, 2014 | DOV | Stock Appreciation Right | Common Stock | · | Feb. 12, 2019 | 23,755 | Disposed |
| March 10, 2014 | DOV | Stock Appreciation Right | Common Stock | $82.51 | March 10, 2024 | 23,270 | Acquired |
| March 10, 2014 | DOV | Performance Shares | Common Stock | · | · | 1,939 | Acquired |
| Jan. 10, 2014 | DOV | Performance Shares | Common Stock | · | · | 1,689 | Disposed |
| July 22, 2013 | DOV | Stock Appreciation Right | Common Stock | $29.45 | Feb. 12, 2019 | 20,000 | Disposed |
| Feb. 14, 2013 | DOV | Performance Shares | Common Stock | · | · | 2,624 | Disposed |
| Feb. 14, 2013 | DOV | Stock Appreciation Right | Common Stock | $71.86 | Feb. 14, 2023 | 24,492 | Acquired |
| Feb. 14, 2013 | DOV | Performance Shares | Common Stock | · | · | 1,670 | Acquired |
| Feb. 9, 2012 | DOV | Performance Shares | Common Stock | · | · | 3,411 | Disposed |
| Feb. 9, 2012 | DOV | Stock Appreciation Right | Common Stock | $65.38 | Feb. 9, 2022 | 25,237 | Acquired |
| Feb. 9, 2012 | DOV | Performance Shares | Common Stock | · | · | 1,721 | Acquired |
| Feb. 10, 2011 | DOV | Stock Appreciation Right | Common Stock | $66.59 | Feb. 10, 2021 | 24,778 | Acquired |
| Feb. 10, 2011 | DOV | Performance Shares | Common Stock | · | · | 1,689 | Acquired |
| Feb. 11, 2010 | DOV | Stock Appreciation Right | Common Stock | $42.88 | Feb. 11, 2020 | 38,479 | Acquired |
| Feb. 11, 2010 | DOV | Performance Shares | Common Stock | · | · | 2,624 | Acquired |
| May 7, 2009 | DOV | Performance Shares | Common Stock | · | · | 3,411 | Acquired |
| Feb. 12, 2009 | DOV | Stock Appreciation Right | Common Stock | $29.45 | Feb. 12, 2019 | 40,935 | Acquired |
| Dec. 31, 2008 | AES | Restricted Stock Units | Common Stock | · | Dec. 31, 2008 | 22,074 | Disposed |
| Feb. 22, 2008 | AES | Stock Option Grant | Common Stock | $18.87 | · | 22,467 | Acquired |
| Feb. 22, 2008 | AES | Restricted Stock Units | Common Stock | · | · | 10,930 | Acquired |
| Feb. 22, 2008 | AES | Units | Common Stock | · | · | 2,441 | Acquired |
| Feb. 23, 2007 | AES | Stock Option Grant (Right to buy) | Common Stock | $22.28 | · | 19,912 | Acquired |
| Feb. 23, 2007 | AES | Restricted Stock Unit | Common Stock | · | · | 9,089 | Acquired |
| Feb. 23, 2007 | AES | Units | Common Stock | · | · | 2,256 | Acquired |
| Nov. 28, 2006 | AES | Stock Option Exercise (Right to buy) | Common Stock | $7.29 | · | 29,752 | Disposed |
| Feb. 27, 2006 | AES | Units | Common Stock | · | · | 2,509 | Acquired |
| Feb. 24, 2006 | AES | Restricted Stock Units | Common Stock | · | · | 12,201 | Acquired |
| Feb. 24, 2006 | AES | Stock Option Grant (right to buy) | Common Stock | $17.58 | · | 24,809 | Acquired |
Exercise/conversion price is blank when not applicable (e.g. RSUs).
Initial ownership (Form 3) 6 holdings
Securities held when first becoming an insider, per SEC Form 3.
| Date | Ticker | Security | Shares | Ownership |
|---|---|---|---|---|
| Jan. 7, 2009 | DOV | Common Stock | 0 | Direct |
| Jan. 27, 2006 | AES | Restricted Stock Units | 22,074 | Direct |
| Jan. 27, 2006 | AES | Restricted Stock Units | 11,779 | Direct |
| Jan. 27, 2006 | AES | Stock Option Grant | 29,752 | Direct |
| Jan. 27, 2006 | AES | Stock Option Grant | 26,987 | Direct |
| Jan. 27, 2006 | AES | Stock Option Grant | 15,679 | Direct |
Holdings reported on Form 4 28 reported holdings
Positions listed on each Form 4 without a transaction in that filing (Table I and II holdings), newest filing first.
| Date | Ticker | Security | Shares | Exercise price | Expiration | Ownership |
|---|---|---|---|---|---|---|
| Nov. 1, 2019 | DOV | Common Stock | 2,497 | · | · | Indirect |
| July 25, 2019 | DOV | Common Stock | 2,487 | · | · | Indirect |
| July 24, 2019 | DOV | Common Stock | 2,487 | · | · | Indirect |
| March 19, 2019 | DOV | Common Stock | 2,481 | · | · | Indirect |
| Feb. 20, 2019 | DOV | Common Stock | 2,355 | · | · | Indirect |
| Feb. 5, 2019 | DOV | Common Stock | 2,356 | · | · | Indirect |
| Feb. 4, 2019 | DOV | Common Stock | 2,356 | · | · | Indirect |
| May 29, 2018 | DOV | Common Stock | 2,315 | · | · | Indirect |
| May 25, 2018 | DOV | Common Stock | 2,315 | · | · | Indirect |
| March 19, 2018 | DOV | Common Stock | 2,316 | · | · | Indirect |
| Feb. 14, 2018 | DOV | Common Stock | 2,211 | · | · | Indirect |
| Feb. 13, 2018 | DOV | Common Stock | 2,211 | · | · | Indirect |
| March 17, 2017 | DOV | Common Stock | 2,167 | · | · | Indirect |
| March 14, 2017 | DOV | Common Stock | 2,167 | · | · | Indirect |
| Feb. 15, 2017 | DOV | Common Stock | 2,057 | · | · | Indirect |
| Feb. 14, 2017 | DOV | Common Stock | 2,057 | · | · | Indirect |
| Nov. 15, 2016 | DOV | Common Stock | 2,047 | · | · | Indirect |
| March 14, 2016 | DOV | Common Stock | 2,014 | · | · | Indirect |
| Feb. 16, 2016 | DOV | Common Stock | 1,892 | · | · | Indirect |
| March 12, 2015 | DOV | Common Stock | 1,725 | · | · | Indirect |
| Feb. 17, 2015 | DOV | Common Stock | 1,711 | · | · | Indirect |
| April 24, 2014 | DOV | Common Stock | 1,607 | · | · | Indirect |
| April 23, 2014 | DOV | Common Stock | 1,607 | · | · | Indirect |
| March 12, 2014 | DOV | Common Stock | 1,590 | · | · | Indirect |
| Jan. 14, 2014 | DOV | Common Stock | 1,525 | · | · | Indirect |
| July 24, 2013 | DOV | Common Stock | 1,514 | · | · | Indirect |
| Feb. 19, 2013 | DOV | Common Stock | 1,416 | · | · | Indirect |
| Nov. 29, 2006 | AES | Common Stock | 1,644 | · | · | Indirect |
Compensation (DEF 14A)
Matched by name from proxy statements (DEF 14A) — verify against the filing.
| Fiscal year | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension change | Other | Total |
|---|---|---|---|---|---|---|---|---|
| 2019 | · | · | · | · | · | · | · | · |
| 2018 | $540,000 | $434,000 | $319,987 | $360,455 | $0 | $37,317 | $19,759 | $1,711,518 |
| 2013 | $475,000 | $520,000 | · | · | $598,230 | $12,401 | $11,620 | $2,256,661 |
Figures from the Summary Compensation Table of the company's proxy statement (DEF 14A). Compensation is not a recommendation.