DEF 14A of Mettler Toledo International Inc/
Filed Mar 18, 2026 · FY20250001174947-26-000389
Qualifications of Director Nominees
Qualifications of Director Nominees The members of our Board of Directors have had diverse backgrounds and experiences during the course of their careers. These individual backgrounds and experiences better enable the board to perform its duties. Roland Diggelmann is 58 years old and has been a director since August 2022 and Board Chair since May 2024. He most recently served as the Chief Executive Officer of Smith & Nephew Plc from 2019-2022. Prior to this role, he was CEO of Roche Diagnostics from 2012 to 2018 and managing director of the Asia Pacific region from 2008 to 2012. Earlier in his career, Mr. Diggelmann served in various senior management roles at Zimmer Holdings, Centerpulse, and Sulzer Medica. He is a Director and serves as Chair of the Nomination and Compensation Committee at Sonova Holding AG, and is a Swiss citizen. Mr. Diggelmann brings over 10 years of executive experience serving customers in the pharma/life science industry, a key end market for our company. His experience as a CEO of multinational companies, his extensive international expertise, as well as his knowledge as a public company director will provide valuable insights. Domitille Doat-Le Bigot is 53 years old and has been a director since February 2020. She serves as Chair of the Nominating & Corporate Governance Committee. She has a Master’s in Business Administration from the ESSEC Business School and the Melbourne Business School. She is the Operating Partner in Technology, AI Acceleration and Data for the portfolio of Eurazeo LBO Strategies. From April 2024 until 2026, Ms. Doat-Le Bigot served as Chief Digital and Information Officer and a member of the Partners Committee at Eurazeo. She joined Eurazeo in April 2021 as its Chief Digital Officer. She is currently a member of the Board of Directors and the Audit Committee at Gaztransport & Technigaz (GTT) and was a member of the board at Carlsberg Group until 2020. Prior to her joining Eurazeo, Ms. Doat-Le Bigot served as Chief Digital Officer at Danone from 2016 to 2021, and from 2014 to 2016 she served as Deputy General Manager and Head of Technology and Data in Shanghai and Paris at Fred & Farid Group, an international independent digital agency. Prior to 2014 she served in creative management and digital production and design positions at Cisco and Ubisoft Entertainment. Ms. Doat-Le Bigot has extensive professional experience in digital, data, and cybersecurity strategies and transformation, working for a wide range of companies across four continents. We benefit from her subject matter expertise with data-driven, interactive strategies, and her broad international experience. Elisha W. Finney is 64 years old and has been a director since November 2017. She serves as Chair of the Audit Committee. She has a Bachelor’s of Business Administration in Risk Management and Insurance from the University of Georgia, and a Master’s in Business Administration from Golden Gate University. Ms. Finney is a Director at ICU Medical, Inc. and Viatris Inc, where she is a member of the Audit Committee for both companies. She previously was a Director of Cutera, Inc. until June 2019, iRobot Corporation until November 2021, and NanoString Technologies, Inc. until June 2024.
Qualifications of Director Nominees
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Qualifications of Director Nominees
Ms. Finney was the Chief Financial Officer of Varian Medical Systems Inc. from 1999 until her retirement in June 2017. She joined Varian in 1988 and served in a variety of finance roles prior to her appointment as CFO. Ms. Finney is an experienced CFO. Under her financial leadership, Varian achieved and sustained decades-long growth in revenues and profitability. She also has significant leadership and corporate governance experience from her time at Varian, and her service on other boards of directors. Pablo Perversi is 55 years old and has been a director since November 2025. Effective May 7, 2026, he will join the Audit Committee. He is President of EMEA at Danone, a leading global food and beverage company, and a member of its Executive Committee. Prior to his current role, he served as Danone’s Europe Zone President from 2023 to 2025, and the Chief Innovation, Quality, and Sustainability Officer and President of Gourmet Division for Barry Callebaut from 2017 to 2022. Before that, he held various roles of increasing responsibility at Unilever from 1993 to 2017, his last position there being Vice President of Foods Europe. Mr. Perversi is a very accomplished leader of global organizations in the food industry, an important market for our company. His wealth of experience from over 30 years of leadership at branded food companies across Europe, Latin America, and Asia will provide valuable perspectives to our business. Thomas P. Salice is 66 years old and has been a director since October 1996. He serves as Chair of the Compensation Committee and serves on the Nominating & Corporate Governance Committee. He has a Master’s in Business Administration from Harvard University. Mr. Salice is a co-founder, principal, and Managing Member of SFW Capital Partners, LLC. Mr. Salice was a Director of Waters Corporation until July 2022, and he is currently a Director of the privately-held companies Caron Products and Services Inc., Gerson Lehrman Group, Inc., Pion Inc., and RDI Technologies. Mr. Salice has been a Managing Member of SFW Capital Partners since January 2005. From June 1989 to December 2004, he served in a variety of capacities with AEA Investors, Inc., including Managing Director, President and Chief Executive Officer, and Vice-Chair. Mr. Salice has more than 35 years of experience in the financial industry, including as an investor in the analytical tools sectors and related service businesses, which has given him extensive operational, industry, and strategic knowledge in key company business areas. Mr. Salice has in-depth experience in strategic planning, corporate finance, investor relations, mergers and acquisitions, and other areas that are relevant to the board. Brian Shepherd is 60 years old and has been a director since July 2024. He currently serves on the Audit Committee. Effective May 7, 2026, he will rotate off the Audit Committee and join the Compensation Committee. Mr. Shepherd most recently served as the Senior Vice President, Software and Control, of Rockwell Automation, Inc. from February 2021 through June 2024. Prior to this role, he was Division President, Production Software and Smart Factory, for Hexagon from 2017 to 2020. Mr. Shepherd previously held a variety of senior leadership roles at PTC Inc. over the course of his twenty-year tenure with the company, including as Executive Vice President and General Manager, Enterprise Segments, and Executive Vice President, Product Development. Mr. Shepherd brings many years of broad leadership experience as an executive serving the industrial automation industry, a very important growth domain for the company. His experience using data and analytics to drive business value and his expertise in defining and executing strategies to advance Smart Factory and SaaS solutions will provide valuable perspectives to our business. Michael J. Tokich is 57 years old and has been a director since February 2026. He serves on the Audit Committee. Since August 2025, Mr. Tokich serves as the Senior Financial Advisor at STERIS plc, a leading global healthcare and life science provider of products and services. Prior to his current role, Mr. Tokich most recently served STERIS as Senior Vice President and Chief Financial Officer. Mr. Tokich joined STERIS in 2000 and held various senior financial roles prior to his appointment as CFO in 2008. Mr. Tokich has over 20 years of experience as a senior financial leader at a U.S. public company. In addition to his financial expertise, Mr. Tokich has operational and IT experience that bring valuable insights to our business. Wolfgang Wienand is 54 years old and has been a director since November 2023. He serves on the Compensation Committee. Since July 2024, he is the Chief Executive Officer of Lonza Group Ltd., the world’s largest contract development and manufacturing organization (CDMO) for the pharmaceutical industry. He studied chemistry at the University of Bonn and subsequently obtained a Ph.D. in organic and bioorganic chemistry from the University of Cologne. In addition, he holds an Executive Master’s Degree in International Finance of École des hautes études commerciales HEC Paris. From January 2019 until March 2024, Dr. Wienand served as CEO of Siegfried Holding AG, a globally leading CDMO for the pharmaceutical industry. He joined Siegfried in 2010, initially as Chief Scientific Officer, then as Chief Strategy Officer, before becoming CEO. Prior to Siegfried, Dr. Wienand held senior management positions at Evonik Industries AG, a leading global specialty chemicals company. Dr. Wienand served as a non-executive board member for SCHOTT Pharma until December 2024.
Qualifications of Director Nominees
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Qualifications of Director Nominees
Dr. Wienand brings highly relevant experience as the CEO of a successful services provider to the pharmaceutical industry, a key end market for the company. His significant experience as CEO and leading global strategy and innovation, process development, and manufacturing provide valuable perspectives to our business. Ingrid Zhang is 53 years old and has been a director since February 2023. She serves on the Nominating & Corporate Governance Committee. She is currently the Chief Commercial Officer, International, at Novartis. Prior to this role she was President and Managing Director of Novartis China from October 2023 to May 2024, President of China, Innovative Medicines at Novartis, from 2022 to October 2023, President Novartis Pharmaceuticals China from 2017 to 2022, and held several other leadership positions with increasing responsibilities at Novartis since 2011. Prior to Novartis, Ms. Zhang held various senior management roles with AstraZeneca, Pfizer, and McKinsey & Company. Ms. Zhang is a very accomplished business leader and brings extensive knowledge from her experience in the pharmaceutical industry, an important market for our company. Her expertise in developing effective strategies to navigate the dynamic Chinese market provides valuable insights. The Board of Directors recommends that you vote FOR the election of each of the directors listed above. Proxies will be voted “FOR” each nominee unless otherwise specified in the proxy.
Qualifications of Director Nominees
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Board of Directors—General Information
Board of Directors—General Information
Board Structure; Board Leadership Structure
Board Structure; Board Leadership Structure The company’s by-laws require the Board of Directors to consist of between five and ten directors. As of the annual meeting, the number of directors will be fixed at nine, consisting of an independent, non-executive Board Chair, and eight other independent directors. Each director holds a one-year term until the next annual meeting of shareholders. The board has three committees: the Audit Committee, the Compensation Committee, and the Nominating & Corporate Governance Committee. The primary tasks of the board include oversight of the company’s strategy and governance matters, review of the company’s financial matters, and evaluation of how the company executes against targets. Management’s tasks include setting strategy and running the company’s operations. The Board Chair functions as an important liaison between management and the board, helping ensure the board fulfills its oversight responsibilities. Though the Board Chair is independent, the board also has established a lead director (the Lead Director) who assists the Board Chair as needed and oversees all meetings of directors at which the Board Chair is not present. Mr. Salice currently serves as the Lead Director.
Corporate Governance Highlights; Corporate Governance Guidelines
Corporate Governance Highlights; Corporate Governance Guidelines We recognize the importance of a good framework for sound, long-term oriented governance. We generally align our corporate governance with the best practice principles set out in the Commonsense Principles of Corporate Governance (Commonsense Principles 2.0). We highlight our following best practices with regard to governance: Governance Highlights:
Corporate Governance Highlights; Corporate Governance Guidelines
| ✓100% of the board is independent ✓Separate Non-Executive Board Chair and CEO roles ✓Lead Director to assist with board governance responsibilities ✓Board Chair does not serve on any board committees ✓Independent Audit, Compensation, and Nominating & Corporate Governance Committees | ✓Regular executive sessions of board members, without management present ✓Annual board and committee self-evaluation ✓Policy limiting directorships ✓Proxy access ✓Annual director elections ✓Mandatory director retirement at age 72 ✓Regular director refreshment ✓Majority voting in uncontested elections | ✓No poison pill in effect ✓Stock ownership guidelines for directors ✓Multiple avenues for shareholders to communicate with the board ✓Board oversight of strong ethics program and annual publication of Corporate Responsibility Report |
Corporate Governance Highlights; Corporate Governance Guidelines
The board has established corporate governance guidelines that contribute to the overall operating framework of the board and the company. These guidelines cover topics including director qualifications, the director nomination process, the responsibilities of directors (including with respect to leadership development and management succession), meetings of non-management directors, and director compensation. The guidelines are available on the company’s website at www.mt.com under “About Us / Investor Relations / Corporate Governance” and are available in print to any shareholder who requests them. Shareholders may request copies free of charge from Investor Relations, Mettler-Toledo International Inc., 1900 Polaris Parkway, Columbus, OH 43240, USA, telephone +1 614 438 4794.
Corporate Governance Highlights; Corporate Governance Guidelines
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Director Compensation
Director Compensation Directors (except for the Board Chair, Mr. Diggelmann, whose compensation is described separately below) are compensated by an annual cash retainer and committee member fees. Directors are reimbursed for traveling costs and other reasonable out-of-pocket expenses incurred in attending board and committee meetings. Directors also receive an annual stock option grant and a grant of stock. All directors, except the Board Chair whose restriction is discussed separately below, are required to retain the shares received from a grant of stock for two years following the date of grant, beginning with grants made in November 2024. The following provides an overview of the elements of 2025 director compensation:
Director Compensation
| Annual cash retainer | $90,000 | | Annual grant of stock options—approximate value | $90,000 | | Annual grant of stock—approximate value | $90,000 | | Annual grant of stock to the Lead Director–approximate value | $40,000 | | Committee member fees: | | | ◼Audit | $10,000 | | ◼Compensation | $10,000 | | ◼Nominating & Corporate Governance | $10,000 | | Committee Chair fees: | | | ◼Audit | $25,000 | | ◼Compensation | $25,000 | | ◼Nominating & Corporate Governance | $25,000 |
Director Compensation
As Board Chair, in 2025 Mr. Diggelmann received an annual cash retainer, a grant of stock options, and a grant of stock. For 2025, his annual cash retainer was increased to $303,650, effective May 2025. His grants of stock options and stock, each awarded in November 2025, each have grant date approximate values of $227,500. The Board Chair is required to retain the shares received from the grant of stock for three years following the date of grant. Mr. Diggelmann’s compensation was specifically structured to appropriately and competitively recognize and reward the substantial contributions he makes to the company and its shareholders. He brings over 10 years of executive experience serving customers in the pharma/life science industry, a key end market for our company. Mr. Diggelmann’s experience as a CEO of multinational companies, his
Director Compensation
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Director Compensation
extensive international expertise, as well as his knowledge as a public company director provide valuable insights to the company. He has a strong technical background and experience with innovation-driven companies, and he has broad international experience across industries and businesses relevant to the company, including by virtue of his service on other boards of directors. Mr. Diggelmann devotes a substantial amount of his time to his service as Board Chair. Mr. Diggelmann’s duties and responsibilities are extensive and include, but are not limited to, the following: ◼Board and committee operations, including coordinating meeting agendas and topics with management and committee chairs; contribution to several committees; developing the board’s skills and experience competency matrix; and conducting board evaluations and new director recruitment; ◼CEO interactions, including serving as an advisor to the CEO on key strategic and operational matters; and ◼Third-party interactions, encompassing responses to shareholder inquiries and requests on corporate governance and other sustainability topics as well as supporting M&A activities upon request from the CEO. The Compensation Committee’s independent compensation consultant, Pearl Meyer & Partners, benchmarked the Board Chair’s compensation relative to comparably sized and situated companies in Switzerland and found the Board Chair’s compensation to be competitive and reasonable in relation to Mr. Diggelmann’s scope of duties and responsibilities. Actual amounts paid to each director with respect to 2025 are set out in the following table.
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | Total | | Roland Diggelmann | $297,559 | $226,874 | $228,526 | $752,959 | | Domitille Doat-Le Bigot | 108,736 | 91,039 | 90,296 | 290,071 | | Elisha W. Finney | 115,000 | 91,039 | 90,296 | 296,335 | | Richard Francis | 34,918 | 0 | 0 | 34,918 | | Michael A. Kelly | 110,000 | 91,039 | 90,296 | 291,335 | | Pablo Perversi | 13,696 | 91,039 | 90,296 | 195,031 | | Thomas P. Salice | 131,264 | 131,500 | 90,296 | 353,060 | | Brian Shepherd | 97,500 | 91,039 | 90,296 | 278,835 | | Wolfgang Wienand | 100,000 | 91,039 | 90,296 | 281,335 | | Ingrid Zhang | 100,000 | 91,039 | 90,296 | 281,335 |
2025 Director Compensation
(1)Represents the grant date fair value of stock awards and option awards, respectively, computed in accordance with ASC 718 Compensation – Stock Compensation (“ASC 718”). The valuation assumptions associated with such awards are discussed in Note 12 to the company’s consolidated financial statements included in the Form 10-K for the fiscal year ending December 31, 2025. The Board Chair must retain stock awards for three years following the date of grant. All other directors must retain stock awards for two years following the date of grant.
2025 Director Compensation
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2025 Director Compensation
At December 31, 2025, each director held stock options (vested and unvested) with respect to the following number of shares:
2025 Director Compensation
| | Stock Options (#) | | Roland Diggelmann | 1,318 | | Domitille Doat-Le Bigot | 1,356 | | Elisha W. Finney | 1,814 | | Richard Francis | 222 | | Michael A. Kelly | 3,596 | | Pablo Perversi | 162 | | Thomas P. Salice | 3,596 | | Brian Shepherd | 344 | | Wolfgang Wienand | 594 | | Ingrid Zhang | 734 |
2025 Director Compensation
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Primary Elements of our Executive Compensation Program
| | | | Long-Term Incentives | | | | Pay Element | Base Salary | Cash Incentive | Stock Options | Restricted Stock Units | Performance Share Units | | Type | Cash | Cash | Equity | Equity | Equity | | Performance Period | N/A | 1 year | 5-year vesting pro rata; cliff vesting for performance options | 3-year vesting pro rata | 3-year performance period, cliff vesting | | Performance Measures | N/A | EPS, net cash flow, sales, individual targets, including quantitative sustainability targets | Stock price appreciation; sales growth for performance options | Stock price appreciation | Relative total shareholder return (rTSR) |
Key Components of 2025 Executive Compensation
Key Components of 2025 Executive Compensation ◼Salaries – Base salaries for our named executive officers were reviewed in light of salary market data, local market conditions, and individual performance. Base salaries for our named executive officers were moderately increased as a result of this assessment. Full details on the amounts the named executive officers received are provided in the Summary Compensation Table below. ◼Annual Cash Incentives – The average target achievement for our named executive officers resulted in incentive payments between 38% and 44% of base salary. ◼Long-Term Incentives – On May 8, 2025, the Compensation Committee of the Board of Directors, with guidance from the Compensation Committee’s independent compensation consultant, approved a bifurcated grant structure and composition for 2025 long-term incentive awards for the 2025 calendar year only. The 2025 long-term incentives were bifurcated, with approximately half granted in May 2025 and approximately half granted in November 2025. As part of the bifurcation, the Compensation Committee structured the composition of each grant in this manner: 1/3 performance share units, 1/3 non-qualified stock options, and 1/3 restricted stock units. The Committee believes that bifurcating the 2025 long-term incentive awards into two grants and modifying the composition of each grant improves the retentive and motivational objectives of the compensation program in the current environment. The total value of equity granted to Messrs. Kaltenbach, Vadala, and Wong increased 7%, 10%, and 8.7%, respectively. The total value of equity granted to Mr. de La Guéronnière decreased 8%, reflecting his potential retirement at the end of 2026. Ms. Graham-Bryce’s received equity grants in February 2025 upon joining the company, which were intended to provide her with partial replacement compensation related to her prior employment. She also received an equity grant on February 11, 2025, for the 2025 fiscal year, and she received equity grants in May and November 2025, along with the other named executive officers.
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant Pursuant to its charter, the Compensation Committee has the sole authority to retain, terminate, obtain advice from, and compensate its outside advisors, including its compensation consultants. The company has provided appropriate funding to the Compensation Committee to do so. In 2025, the Compensation Committee retained independent compensation consultant Pearl Meyer & Partners (PM&P) as its independent compensation consultant.
Role of Independent Compensation Consultant
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Role of Independent Compensation Consultant
PM&P reports directly to the Compensation Committee, and the Compensation Committee may replace PM&P or hire additional consultants at any time. PM&P attends meetings of the Compensation Committee, as requested, and communicates with the Chair of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of the company’s executive officers. PM&P provides various executive compensation services to the Compensation Committee at its request with respect to the company’s executive officers and other key employees, as well as the Board of Directors and Board Chair. The services PM&P provides include advising the Compensation Committee on the principal aspects of the executive compensation program and evolving best practices, and providing market information and analysis regarding the competitiveness of the company’s program design and awards in relation to the company’s performance.
Role of our Compensation Peer Group
Role of our Compensation Peer Group In evaluating the competitiveness of the company’s executive compensation, the Compensation Committee periodically conducts both broad-based surveys of executive compensation and surveys of the compensation of executives in the instruments and electronics industries. In 2024, the Compensation Committee utilized the services of PM&P and Willis Towers Watson (“WTW”) to provide US and certain non-US compensation data, respectively, using confidential surveys relating to CEO and senior executive compensation at technology companies in comparable industries, including scientific instruments firms, and firms of similar size to the company. PM&P also provided data on peer company compensation at the following peer companies:
Role of our Compensation Peer Group
| Agilent Technologies | AMETEK | | Bio-Rad Laboratories | Bruker Corp. | | Fortive Corp. | Hologic | | IDEX Corp. | Intuitive Surgical | | Nordson Corporation | Revvity | | ResMed | Rockwell Automation | | Teledyne Technologies | Teleflex | | Waters Corp. | Xylem |
Role of our Compensation Peer Group
The Compensation Committee also reviewed data provided by WTW related to CEO and other executive compensation data from certain Swiss and other non-US industrial public companies of a similar size and international organizational structure as the company.
Independence of Compensation Consultants
Independence of Compensation Consultants The Compensation Committee reviews the services provided by its outside consultants on an annual basis and believes that PM&P are independent in providing executive compensation consulting services. The Compensation Committee has conducted a specific review of its relationship with PM&P and has determined that the work of PM&P for the Committee in 2025 did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Act, or applicable rules and regulations of the SEC and the NYSE. In making this determination, the Compensation Committee noted that during 2025: ◼PM&P did not provide any services to the company or its management related to executive compensation other than service to the Compensation Committee, and its services were limited to executive compensation consulting. Specifically, PM&P did not provide, directly or indirectly through affiliates, any non-executive compensation services, including, but not limited to, pension consulting or human resource outsourcing; ◼Fees from the company were less than 1% of the total revenue of PM&P during the year of 2025; ◼PM&P maintains a Conflicts Policy, which has been provided to the Compensation Committee, with specific policies and procedures designed to ensure independence; ◼The individuals on the PM&P team assigned to the company do not have any business or personal relationship with members of the Compensation Committee outside of the engagement. ◼None of the PM&P consultants working on the company engagement, or at PM&P, had any business or personal relationship with executive officers of the company; and
Independence of Compensation Consultants
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Independence of Compensation Consultants
◼None of the PM&P consultants working on the company engagement directly own company stock. The Compensation Committee monitors the independence of compensation consultants on an annual basis.
Compensation Program Elements
Compensation Program Elements The company’s compensation program consists of three main elements: base salary, an annual cash incentive, and long-term incentive compensation. The majority of executive compensation is performance-based and is paid in the form of the annual cash incentive and long-term incentive compensation. Our goal is to ensure that the three main elements of compensation are carefully considered and fair, and that executives are motivated to further the interests of shareholders, both short-term and long-term. Each year the Compensation Committee separately reviews each of the three elements, as well as total compensation. The Committee takes into account the company’s growth and performance, individual executive performance, and developments in the markets in which we compete for talent. Base Salary The company’s goal is to pay base salaries that are approximately at or somewhat below the median. Based on market data, we believe base salaries for our executive officers are generally slightly lower than those at peer companies. Although a competitive base salary is necessary and appropriate to attract and retain high quality talent, we believe the majority of executive compensation should be paid in ways that link pay with performance. We accomplish this through the annual cash incentive and long-term incentives. The Compensation Committee considered its review of the salary market data referred to above, local market conditions, and individual performance in setting base salaries for 2025. The Compensation Committee increased the base salary for Mr. Kaltenbach by 2.0%, Mr. Vadala by 8.7%, Mr. de La Guéronnière by 3.7%, and Mr. Wong by 3.5%, effective January 1, 2025 in the case of Mr. Kaltenbach and effective April 1, 2025 in all other cases. 2025 was Ms. Graham-Bryce’s first year as a named executive officer. Annual Cash Incentive We link pay with performance through our cash incentive plan, called POBS Plus. The purpose of the incentive plan is to provide an incentive to key employees of the company to reward them for driving the success of the company as measured based on objective financial criteria. The incentive plan is administered by the Compensation Committee. At the end of each year, the Compensation Committee establishes the performance targets on which each participant’s incentive is based for the coming year. Group and/or Operating Unit targets, which in 2025 accounted for 75 – 80 percent of the incentive for each participant, relate closely to our annual plan and budget and are approved by the full Board of Directors each year. These targets are set taking into account the economic environment, the health of the company’s end-user markets, and the challenges and opportunities of the company’s various businesses. See “2025 Threshold, Target, Maximum, and Actual Performance” below. In 2025, the remaining 20 – 25 percent of the incentive for each participant is based on individual (personal) objective performance targets and sustainability targets. The individual (personal) objective performance targets account for between 12 and 17 percent of the incentive for each participant and relate to the company’s annual business objectives. The sustainability targets account for 8 percent of the incentive for each participant. The sustainability targets are comprehensive and specific quantitative and qualitative targets related to important sustainability topics, as follows: ◼Targets for key environmental areas related to greenhouse gas emissions (continued progress towards Science Based Targets for Scope 1, 2, and 3), waste reduction and recycling (continued progress towards achieving 2025 operational waste to landfill reduction target), and sustainable products and services (continued progress towards globally purchased packaging materials from recycled or sustainable sources and packaging being easily recyclable/compostable). ◼Targets for key social areas related to responsible supply chain (continued progress to implement responsible sourcing guidelines, including supplier audits) and employee topics (such as continued progress related to employee voluntary turnover, workforce inclusion, and employee safety). The company’s workforce inclusion objectives relate to having a broad set of candidates for job openings and promotion opportunities, selecting candidates most likely to help the company achieve all its goals. The company’s workforce inclusion objectives also include execution of mentoring by senior executives. ◼Targets for key governance matters related to corporate governance and public company sustainability reporting best practices. With respect to the Chief Executive Officer, the Group targets described below under “2025 Threshold, Target, Maximum, and Actual Performance“ account for 80% of the incentive, personal targets related to sustainability account for 8% of the incentive, and personal targets not related to sustainability account for 12% of the incentive.
Compensation Program Elements
| Cash Incentive Payment as % of Base Salary | | | | | | Achievement vs. Target Levels | | | | Name | <90% | 100% (Target) | 130% (Maximum) | | Patrick Kaltenbach | — | 50% | 169.4% | | Shawn P. Vadala | — | 45% | 157.5% | | Other Named Executive Officers | — | 45% | 160.5% |
Compensation Program Elements
| 2025 Threshold, Target, Maximum, and Actual Performance | | | | | | 2025 Performance Targets | Threshold | Target | Maximum | Actual | | Adjusted Non-GAAP Earnings Per Share(1) | $42.29 | $43.62 | $47.61 | $42.89 | | Net Cash Flow(2) | $1,005.8 million | $1,060.2 million | $1,223.4 million | $1,042.1 million | | Group Sales (at budgeted currency rates) | $3,814.3 million | $3,892.9 million | $4,128.7 million | $3,885.5 million |
Compensation Program Elements
Long-Term Incentives Another method we have historically used to link pay with performance is awarding stock options, which we believe aligns management’s long-term interests with those of the company’s shareholders. Named executive officers’ stock options generally vest over five years, 20% per year, starting on the first anniversary of the date of grant. All options (including the performance options described below) have a term of ten years before expiration. We expect that future stock option grants typically will have vesting schedules of five years and terms of ten years. Named executive officers also generally receive target awards of performance share units, under which the individual will earn shares of common stock in the future if certain performance conditions (including market criteria) are met. The company’s performance share units are based on relative total shareholder return (rTSR) over a three-year period, specifically, the company’s relative performance against each of the companies that make up the S&P 500 Healthcare Index and the S&P 500 Industrials Index. The units have three- year cliff vesting. The company must achieve greater than a 30th percentile performance for the performance share units to start vesting. The units will vest at 100% if the company achieves a 60th percentile performance, and the units will vest at 200% if the company’s relative performance is at the 75th percentile or better. The vesting schedule is shown in this table (linear interpolation is applied between the points shown):
Compensation Program Elements
The vesting percentage of the performance share units is capped at 100% of target when the company’s absolute TSR is negative. Over the past three years, based on the performance of the company pursuant to the criteria outlined above, the performance share units, including the off-cycle grant to the CEO in April 2021, have vested as follows:
Compensation Program Elements
In 2025, named executive officers also received restricted stock unit grants. These grants generally vest annually in three equal installments beginning on the first anniversary of the date of grant. In determining the amount of each named executive officer’s equity grants the Compensation Committee evaluates the relative importance of the individual’s job, the contribution and performance of the individual, their years of service, and their total compensation, as well as competitive information about equity as described above relative to each individual. Ms. Graham-Bryce additionally received a grant of restricted stock units upon joining the company on February 11, 2025. This grant was intended to provide her with partial replacement compensation related to her prior employment. She also received a grant of performance share units and a stock option grant on February 11, 2025, which grants were for the 2025 fiscal year upon her joining the company. With respect to the named executive officers in 2025, the factors discussed above led to equity grants with the grant date fair values described in the table “Grant of Plan-Based Awards.” On November 9, 2023, following consultation with its independent compensation consultant, PM&P, the Compensation Committee decided to make a one-time equity grant to the CEO in addition to the regular grant, comprised of forty percent restricted stock units and sixty percent performance options. The Compensation Committee determined that this one-time equity grant, which includes rigorous, pre-set performance conditions, incentivizes long-term growth and is well aligned with shareholder interests. The restricted stock units vest annually in three equal installments beginning on the first anniversary of the date of grant. The performance options have a four-
Compensation Program Elements
year performance period with cliff vesting. The final number of options received at vesting will be determined by the compound annual organic growth rate measured in local (constant) currency of the company’s sales over the performance period commencing January 1, 2024 and ending December 31, 2027. The vesting schedule is shown in this table (linear interpolation is applied between the points shown):
Compensation Program Elements
On May 8, 2025, and as disclosed by the company on a Form 8-K filed on May 12, 2025, the Compensation Committee of the Board of Directors, with guidance from the Compensation Committee’s independent compensation consultant, approved a bifurcated grant structure and composition for 2025 long-term incentive awards for the 2025 calendar year only. The 2025 long-term incentives were bifurcated, with approximately half granted in May 2025 and approximately half granted in November 2025. As part of the bifurcation, the Compensation Committee structured the composition of each grant in this manner: 1/3 performance share units, 1/3 non-qualified stock options, and 1/3 restricted stock units. The Committee believes that bifurcating the 2025 long-term incentive awards into two grants and modifying the composition of each grant improves the retentive and motivational objectives of the compensation program in the current environment. The Compensation Committee also believes that past performance is just one factor to take into account in determining the size of future awards.
Equity Grant Practices and Policy
Equity Grant Practices and Policy The Compensation Committee approves all equity grants. Equity grants have typically been made once each year when the overall annual compensation review takes place (typically in late October or early November each year). However, as discussed above, the 2025 equity grants were bifurcated into two grants, one in May and one in November. The Compensation Committee and Board meeting dates are set several years in advance, and the overall value of the equity grants are approved on the meeting date. In the past, the Committee has also made initial grants to individual executive officers at the time they started serving as executive officers. All options have an exercise price equal to the closing price of the company’s shares on the New York Stock Exchange on the date of grant. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates. Stock incentive values to be utilized for such annual awards are determined as of the grant date based upon a Black-Scholes valuation model. Those values are then used to determine the number of stock options to be granted to recipients. In addition, we generally do not grant stock options (i) during trading blackout periods established under our insider trading policy, or (ii) at any time during the four business days prior to, or the one business day following, the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. During fiscal year 2025, (i) none of our named executive officers were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Employment Agreements
Employment Agreements The company is a party to employment agreements with each of the named executive officers. These agreements provide for a base salary subject to adjustment and participation in our cash incentive plan and other employee benefit plans. Each agreement prohibits the executive from competing with the company for a period of 6-12 months after termination of employment. The agreements have no fixed term. They have an effective term of 6-12 months because they may be terminated without cause by either party and during the notice period the executive is entitled to full compensation under the agreement, including payment of base salary, target cash incentive, and continuation of benefits. The equity compensation arrangements are separately described in the sections below entitled “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End.” The operation of the employment agreements in the context of a termination or a change in control is separately described below under “Payments Upon Termination or Change in Control.”
CEO Pay Ratio
CEO Pay Ratio This information is provided in accordance with the requirements of Item 402(u) of Regulation S-K and the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010. For this disclosure we identified our median employee as of December 31, 2023, looking at compensation between January 1, 2023 and December 31, 2023. The total employee population considered was approximately 17,300 people; we did not exclude any employees. We used year-end local payroll records to identify the median employee. We did not apply any material assumptions, adjustments, or estimates, did not apply cost of living adjustments, and did not use statistical sampling. Mr. Kaltenbach’s annual total compensation for 2025, including the one-time equity grant described in the Compensation Program Elements – Long-Term Incentives section above, was $6,741,212, as disclosed in the Summary Compensation Table below. Our median employee’s annual total compensation, calculated consistent with Summary Compensation Table rules, for 2025 was $56,972. Accordingly, the ratio of our CEO’s pay to our median employee is 118:1. The pay ratio is influenced by the mix of geographies where the company has operations, and the nature of the work employees perform in the different countries. Approximately 45% of the company’s total workforce is located in low-cost countries, including in China, India, Mexico, Southeast Asia, and Eastern Europe. Many of these employees are involved in assembly and manufacturing tasks, particularly in China and Mexico. Almost all of our employees in North America and China are employed full-time. This is in line with industry practice in these regions. In Europe, we have a number of countries with a larger population of part-time employees (up to approximately 15 percent), in line with local practices. Salary levels are driven by market and competitive conditions and are overseen by the Compensation Committee of the Board of Directors in the case of senior executive salaries, and by the Chief Human Resources Officer in most other cases. The Compensation Committee and the Chief Human Resources Officer are responsible for establishing compensation arrangements that allow the company to retain, attract, and motivate employees.
CEO Pay Ratio
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Summary Compensation Table(1)
Summary Compensation Table(1)
Summary Compensation Table(1)
| Name and Principal Position | Year | Base Salary ($) | Stock Awards ($)(5) | Option Awards ($)(6) | Non-Equity Incentive Plan Compensation ($)(7) | All Other Compensation ($)(8) | Total ($) | | Patrick Kaltenbach(2) President and Chief Executive Officer | 2025 | 1,145,999 | 3,267,808 | 1,635,033 | 462,984 | 229,388 | 6,741,212 | | | 2024 | 1,123,528 | 1,526,729 | 3,055,452 | 808,940 | 424,215 | 6,938,864 | | | 2023 | 1,081,471 | 2,468,360 | 4,436,956 | 167,628 | 376,574 | 8,530,989 | | Shawn P. Vadala Chief Financial Officer | 2025 | 490,000 | 1,109,148 | 555,304 | 198,450 | 31,950 | 2,384,852 | | | 2024 | 457,500 | 504,294 | 1,009,412 | 306,176 | 25,525 | 2,302,907 | | | 2023 | 450,000 | 485,421 | 970,372 | 93,375 | 27,900 | 2,027,068 | | Marc de La Guéronnière Head of EU and NA(3) | 2025 | 312,535 | 616,380 | 411,530 | 137,367 | 75,305 | 1,553,117 | | | 2024 | 302,680 | 372,739 | 747,163 | 207,327 | 74,402 | 1,704,311 | | | 2023 | 295,782 | 369,582 | 740,757 | 95,356 | 70,374 | 1,571,851 | | Susan Graham-Bryce(4) Chief Human Resources Officer | 2025 | 396,539 | 845,324 | 385,777 | 156,851 | 564,810 | 2,349,301 | | Richard Wong Head of Asia and Pacific | 2025 | 424,542 | 392,439 | 196,950 | 161,847 | 33,526 | 1,209,304 | | | 2024 | 410,582 | 181,176 | 361,211 | 214,266 | 33,544 | 1,200,779 | | | 2023 | 398,253 | 175,414 | 349,414 | 59,087 | 59,469 | 1,041,637 |
Summary Compensation Table(1)
(1)All amounts shown were paid in Swiss francs, except amounts paid to Mr. Vadala and U.S. Tax equalization payments, which were paid in U.S. dollars, amounts paid to Mr. de La Guéronnière, which were paid in Euros, and amounts paid to Mr. Wong, which were paid in Singapore dollars. For purposes of this table, all amounts paid in Swiss francs were converted to U.S. dollars at a rate of CHF 0.8322 to $1.00, amounts paid in Euros were converted to U.S. dollars at a rate of EUR 0.8879 to $1.00, and amounts paid in Singapore dollars were converted to U.S. dollars at a rate of SGD 1.3079 to $1.00, in each case the respective average exchange rate in 2025. (2)Mr. Kaltenbach’s 2023 compensation, as displayed in the Summary Compensation Table above, includes a one-time equity grant, which is discussed more fully in the Compensation Program Elements – Long-Term Incentives section above. This one-time equity grant included performance options with a grant date fair value of $1,499,883 and restricted stock units with a grant date fair value of $999,961. Excluding this one-time grant, which is necessary for a proper understanding of Mr. Kaltenbach’s ordinary compensation structure, Mr. Kaltenbach’s total compensation in 2023 was $6,031,144, consisting of $1,081,471 in base salary, $1,468,399 in stock awards, $2,937,072 in option awards, $167,628 in non-equity incentive plan compensation, and $376,574 in all other compensation. (3)Mr. de La Guéronnière served as the Head of European and North American Market Organizations through the end of 2025. As of January 1, 2026, he is serving as Head of North American Market Organization, Global Service, and Commercial Excellence as he transitions to a potential retirement at the end of 2026. (4)Ms. Graham-Bryce’s 2025 compensation, as displayed in the Summary Compensation Table above, includes February 2025 equity grants and cash for partial replacement compensation related to her prior employment, and equity grants for fiscal year 2025. Her 2025 compensation also includes relocation costs associated with her joining the company, which are detailed in footnote (8), below.
Summary Compensation Table(1)
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Summary Compensation Table(1)
(5)With respect to Mr. Kaltenbach in 2023, this represents the aggregate grant date fair value of restricted stock units he received in November 2023 and which are more fully discussed in the Compensation Program Elements – Long-Term Incentives section above, and performance share units he received in November 2023 as part of the company’s ordinary grant cycle. With respect to Ms. Graham-Bryce in 2025, this represents the aggregate grant date fair value of restricted stock units and performance share units she received in February 2025 and which are more fully discussed in footnote (4), above, and restricted stock units and performance share units she received as part of the company’s ordinary grant cycle. For all other values in this column, this represents the aggregate grant date fair value of performance share units, and for 2025 additionally includes restricted stock units, each individual received during the company’s ordinary grant cycle. Grant date fair values in all cases are computed in accordance with ASC 718. The valuation assumptions associated with such awards are discussed in Note 12 to the company’s consolidated financial statements included in the Form 10-K for the fiscal year ending December 31, 2025. The following table lists the value of each officer’s performance share unit awards assuming the highest level of performance conditions will be achieved:
Summary Compensation Table(1)
| Name | Month/Year (MM/YYYY) | Maximum Value of PSU Award ($) | | Patrick Kaltenbach | 11/2025 | 1,663,488 | | | 05/2025 | 1,603,445 | | | 11/2024 | 3,053,458 | | | 11/2023 | 2,936,798 | | Shawn P. Vadala | 11/2025 | 553,224 | | | 05/2025 | 554,948 | | | 11/2024 | 1,008,587 | | | 11/2023 | 970,842 | | Marc de La Guéronnière | 11/2025 | 412,057 | | | 05/2025 | 410,898 | | | 11/2024 | 745,478 | | | 11/2023 | 739,164 | | Susan Graham-Bryce | 11/2025 | 133,537 | | | 05/2025 | 136,966 | | | 02/2025 | 250,187 | | Richard Wong | 11/2025 | 194,582 | | | 05/2025 | 198,364 | | | 11/2024 | 362,353 | | | 11/2023 | 350,827 |
Summary Compensation Table(1)
(6)Represents the aggregate grant date fair value of stock option awards for each individual computed in accordance with ASC 718. The valuation assumptions associated with such awards are discussed in Note 12 to the company’s consolidated financial statements included in the Form 10-K for the fiscal year ending December 31, 2025. With respect to Mr. Kaltenbach, this includes one-time performance options he received in November 2023 that are more fully discussed in the Compensation Program Elements – Long-Term Incentives section above. (7)Amounts shown are the annual cash incentive earned under the company’s POBS Plus incentive plan. (8)Includes tax equalization payments and other miscellaneous benefits as set out below. As described in the Compensation Discussion and Analysis above, the individuals do not receive any cash benefit from the tax equalization payments. The principle of the tax equalization is to leave the employee in exactly the same position (i.e., no better and no worse) as if they had not become subject to U.S. Taxation on a portion of their income. As such, the Compensation Committee does not believe it is appropriate to include these tax equalization amounts when determining the employees’ compensation each year or in other calculations of an employee’s compensation, for example when comparing compensation between individuals or across compensation categories. Negative amounts represent payments by the individual to the company, for example as a result of lower Swiss taxes being due by virtue of the U.S. Tax payments.
Summary Compensation Table(1)
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Summary Compensation Table(1)
Miscellaneous personal benefits, none of which individually exceeds $25,000 in value unless otherwise stated, include children allowances, schooling allowances, housing allowances, tax equalization calculation, the company’s contribution to certain insurances beyond what is available to all employees, the value of meals in the company cafeteria, the company’s contributions to individual retirement accounts, and allowances for expenses (in the case of Mr. Kaltenbach and Ms. Graham-Bryce) and transportation (in the case of Messrs. Vadala, de La Guéronnière, and Wong). In Ms. Graham-Bryce’s case, allowances in 2025 included a schooling allowance ($32,044) and miscellaneous benefits in 2025 included one-time compensation associated with her joining the company, including cash replacement compensation ($195,722), relocation costs ($89,647), and tax gross-ups associated with those costs ($27,699). In Mr. Wong’s case, miscellaneous benefits in 2023 are for a one-time service anniversary award.
Summary Compensation Table(1)
| Name | Year | Tax Equalization | Retirement Contribution | Insurance | Allowances | Miscellaneous Benefits | | Patrick Kaltenbach | 2025 | $(71,555) | $239,827 | $28,543 | $18,745 | $13,828 | | | 2024 | 134,807 | 233,165 | 28,014 | 18,745 | 9,484 | | | 2023 | 96,235 | 224,422 | 27,204 | 18,745 | 9,968 | | Shawn P. Vadala | 2025 | n.a. | 18,200 | n.a. | 13,750 | 0 | | | 2024 | n.a. | 15,525 | n.a. | 10,000 | 0 | | | 2023 | n.a. | 17,900 | n.a. | 10,000 | 0 | | Marc de La Guéronnière | 2025 | n.a. | 58,224 | n.a. | 17,081 | 0 | | | 2024 | n.a. | 57,320 | n.a. | 17,082 | 0 | | | 2023 | n.a. | 54,382 | n.a. | 15,992 | 0 | | Susan Graham-Bryce | 2025 | 67,000 | 97,747 | 23,905 | 59,648 | 316,510 | | Richard Wong | 2025 | n.a. | 10,588 | n.a. | 22,938 | 0 | | | 2024 | n.a. | 10,606 | n.a. | 22,938 | 0 | | | 2023 | n.a. | 11,443 | n.a. | 22,938 | 25,088 |
Summary Compensation Table(1)
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Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) [POBS Plus Cash Incentive] | | | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Threshold ($) | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Patrick Kaltenbach | 0 | 572,999 | 1,941,322 | 11/11/2025 | 0 | 436 | 872 | 576 | 1,495 | 1,445.06 | 2,497,382 | | | | | | 05/08/2025 | | 679 | 1,358 | 728 | 1,855 | 1,101.63 | 2,405,459 | | Shawn P. Vadala | 0 | 225,000 | 787,500 | 11/11/2025 | 0 | 145 | 290 | 192 | 500 | 1,445.06 | 832,754 | | | | | | 05/08/2025 | | 235 | 470 | 252 | 640 | 1,101.63 | 831,699 | | Marc de La Guéronnière | 0 | 141,908 | 506,138 | 11/11/2025 | 0 | 108 | 216 | 0 | 370 | 1,445.06 | 412,259 | | | | | | 05/08/2025 | | 174 | 348 | 186 | 475 | 1,101.63 | 615,652 | | Susan Graham-Bryce | 0 | 178,443 | 636,446 | 11/11/2025 | 0 | 35 | 70 | 46 | 120 | 1,445.06 | 200,127 | | | | | | 05/08/2025 | | 58 | 116 | 62 | 160 | 1,101.63 | 205,938 | | | | | | 02/11/2025 | | 74 | 148 | 338 | 476 | 1,331.97 | 825,037 | | Richard Wong | 0 | 192,675 | 687,209 | 11/11/2025 | 0 | 51 | 102 | 67 | 175 | 1,445.06 | 291,652 | | | | | | 05/08/2025 | | 84 | 168 | 90 | 230 | 1,101.63 | 297,737 |
Grants of Plan-Based Awards
(1)Represents the range of cash incentive payments possible under the company’s POBS Plus incentive plan in respect of the 2025 fiscal year. The maximum incentive possible is 169.4% of base salary for Mr. Kaltenbach, 157.5% of base salary for Mr. Vadala, and 160.5% of base salary for the other named officers. The target cash incentive is 50% of base salary for Mr. Kaltenbach and 45% of base salary for the other named officers. The actual incentive earned in each year is included in the “Summary Compensation Table” above. (2)Represents the range of stock awards possible under grants of performance share units made under the Mettler-Toledo International Inc. 2013 Equity Incentive Plan (Amended and Restated Effective as of May 6, 2021). Based on satisfaction of the performance conditions these awards may increase up to the maximum (200% of the target) or decrease to zero. The number of units actually received will depend on the company’s total shareholder return relative to the total shareholder return of each of the other companies in the S&P 500 Healthcare Index and the S&P 500 Industrials Index. Total shareholder return will be measured over a three-year period beginning on the date of grant. Each unit received will be settled with one share of common stock shortly after the performance period closes. (3)Represents grants of restricted stock units made under the Mettler-Toledo International Inc. 2013 Equity Incentive Plan (Amended and Restated Effective as of May 6, 2021). These restricted stock units vest in three equal annual installments starting on the first anniversary of the date of grant. (4)Option awards made under the Mettler-Toledo International Inc. 2013 Equity Incentive Plan (Amended and Restated Effective as of May 6, 2021). The option grants vest in five equal annual installments starting on the first anniversary of the date of grant. (5)The grant date fair value of each award has been computed in accordance with ASC 718. The performance share units had grant date fair values of $1,690.45 per share for the February 11, 2025 grant, $1,180.74 per share for the May 8, 2025 grant, and $1,907.67 per share for the November 11, 2025 grant. The stock options had grant date fair values of $524.66 per share for the February 11, 2005 grant, $432.21 per share for the May 8, 2025 grant, and $557.38 per share for the November 11, 2025 grant. For the performance share units the company used a Monte Carlo model to determine fair value. For the options the company used the Black-Scholes option pricing model, based upon the following assumptions: estimated time until exercise of 6.8 years; no dividend yield; risk-free interest rates of 4.37%, 3.99%, and 3.72% for the February, May, and November grants, respectively; and volatility rates of 28% for the February grant and 29% for the May and November grants. The actual value of the performance share units and stock options may significantly differ from that calculated by these models and depends on the company’s relative share price performance and the excess of the market value of the common stock over the exercise price at the time of exercise, respectively.
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(1) | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Patrick Kaltenbach | | | | | | | 1,632 | 2,275,318 | 3,769 | 5,254,702 | | | 3,692 | 923 | | $1,233.47 | 01/25/2021 | 01/25/2031 | | | | | | | 3,848 | 962 | | $1,175.19 | 04/01/2021 | 04/01/2031 | | | | | | | 5,268 | 1,317 | | $1,484.40 | 11/04/2021 | 11/04/2031 | | | | | | | 3,789 | 2,526 | | $1,225.87 | 11/03/2022 | 11/03/2032 | | | | | | | 942 | 4,413 | | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | | | | 2,504 | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | | 1,235 | 4,940 | | $1,260.97 | 11/12/2024 | 11/12/2034 | | | | | | | 0 | 1,855 | | $1,101.63 | 05/08/2025 | 05/08/2035 | | | | | | | 0 | 1,495 | | $1,445.06 | 11/11/2025 | 11/11/2035 | | | | | | Shawn P. Vadala | | | | | | | 445 | 620,415 | 1,257 | 1,752,497 | | | 3,040 | 0 | | $595.31 | 11/08/2018 | 11/08/2028 | | | | | | | 4,060 | 0 | | $720.81 | 11/07/2019 | 11/07/2029 | | | | | | | 2,805 | 0 | | $1,103.74 | 11/05/2020 | 11/05/2030 | | | | | | | 1,740 | 435 | | $1,484.40 | 11/04/2021 | 11/04/2031 | | | | | | | 1,260 | 840 | | $1,225.87 | 11/03/2022 | 11/03/2032 | | | | | | | 972 | 1,458 | | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | | 408 | 1,632 | | $1,260.97 | 11/12/2024 | 11/12/2034 | | | | | | | 0 | 640 | | $1,101.63 | 05/08/2025 | 05/08/2035 | | | | | | | 0 | 500 | | $1,445.06 | 11/11/2025 | 11/11/2035 | | | | | | Marc de La Guéronnière | | | | | | | 187 | 260,714 | 940 | 1,310,539 | | | 1,424 | 356 | | $1,484.40 | 11/04/2021 | 11/04/2031 | | | | | | | 984 | 656 | | $1,225.87 | 11/03/2022 | 11/03/2032 | | | | | | | 742 | 1,113 | | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | | 302 | 1,208 | | $1,260.97 | 11/12/2024 | 11/12/2034 | | | | | | | 0 | 475 | | $1,101.63 | 05/08/2025 | 05/08/2035 | | | | | | | 0 | 370 | | $1,445.06 | 11/11/2025 | 11/11/2035 | | | | | | Susan Graham-Bryce | | | | | | | 446 | 621,809 | 167 | 232,830 | | | 0 | 476 | | $1,331.97 | 02/11/2025 | 02/11/2035 | | | | | | | 0 | 160 | | $1,101.63 | 05/08/2025 | 05/08/2035 | | | | | | | 0 | 120 | | $1,445.06 | 11/11/2025 | 11/11/2035 | | | | | | Richard Wong | | | | | | | 157 | 218,889 | 451 | 628,780 | | | 1,000 | 0 | | $595.31 | 11/08/2018 | 11/08/2028 | | | | | | | 622 | 0 | | $720.81 | 11/07/2019 | 11/07/2029 | | | | | | | 645 | 0 | | $1,103.74 | 11/05/2020 | 11/05/2030 | | | | | | | 632 | 158 | | $1,484.40 | 11/04/2021 | 11/04/2031 | | | | | | | 450 | 300 | | $1,225.87 | 11/03/2022 | 11/03/2032 | | | | | | | 350 | 525 | | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | | 146 | 584 | | $1,260.97 | 11/12/2024 | 11/12/2034 | | | | | | | 0 | 230 | | $1,101.63 | 05/08/2025 | 05/08/2035 | | | | | | | 0 | 175 | | $1,445.06 | 11/11/2025 | 11/11/2035 | | | | |
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
(1)Each of the options vests ratably over five years starting from the first anniversary of the date of grant, except for the one-time performance options granted to Mr. Kaltenbach with a target award of 2,504 options, which cliff vest after a four-year performance period ending December 31, 2027. (2)For Messrs. Kaltenbach, Vadala, and de La Guéronnière, includes performance share units (PSUs) granted on November 3, 2022, which vested on January 8, 2026. For all named executive officers, includes unvested restricted stock units (RSUs) as follows. RSUs vest ratably over three years from the first anniversary of the grant date. The market value figure shown above is calculated using the closing share price of $1,394.19 on December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Type | Grant Date | Unearned Units (#) | | Patrick Kaltenbach | RSU | 11/09/2023 | 325 | | | RSU | 05/08/2025 | 728 | | | RSU | 11/11/2025 | 576 | | Shawn P. Vadala | RSU | 05/08/2025 | 252 | | | RSU | 11/11/2025 | 192 | | Marc de La Guéronnière | RSU | 05/08/2025 | 186 | | Susan Graham-Bryce | RSU | 02/11/2025 | 338 | | | RSU | 05/08/2025 | 62 | | | RSU | 11/11/2025 | 46 | | Richard Wong | RSU | 05/08/2025 | 90 | | | RSU | 11/11/2025 | 67 |
Outstanding Equity Awards at Fiscal Year-End
(3)Includes PSUs that have a three-year performance period from the grant date and vest each January following satisfaction of the performance criteria. Unearned units shown are the target award under each grant. The market value figures shown above are calculated using the closing share price of $1,394.19 on December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Type | Grant Date | Unearned Units (#) | | Patrick Kaltenbach | PSU | 11/09/2023 | 1,331 | | | PSU | 11/12/2024 | 1,323 | | | PSU | 05/08/2025 | 679 | | | PSU | 11/11/2025 | 436 | | Shawn P. Vadala | PSU | 11/09/2023 | 440 | | | PSU | 11/12/2024 | 437 | | | PSU | 05/08/2025 | 235 | | | PSU | 11/11/2025 | 145 | | Marc de La Guéronnière | PSU | 11/09/2023 | 335 | | | PSU | 11/12/2024 | 323 | | | PSU | 05/08/2025 | 174 | | | PSU | 11/11/2025 | 108 | | Susan Graham-Bryce | PSU | 02/11/2025 | 74 | | | PSU | 05/08/2025 | 58 | | | PSU | 11/11/2025 | 35 | | Richard Wong | PSU | 11/09/2023 | 159 | | | PSU | 11/12/2024 | 157 | | | PSU | 05/08/2025 | 84 | | | PSU | 11/11/2025 | 51 |
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Net Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Patrick Kaltenbach | 2,000 | 875,900 | 325 | 467,789 | | Shawn P. Vadala | 4,520 | 4,049,421 | — | — | | Marc de La Guéronnière | 12,935 | 9,327,535 | — | — | | Susan Graham-Bryce | — | — | — | — | | Richard Wong | — | — | — | — |
Payments Upon Termination or Change in Control
Payments Upon Termination or Change in Control The named executive officers are not entitled to any payment upon a change in control or upon termination of employment, regardless of the type of termination. The company may terminate the employment of each of the named executive officers after giving the requisite 6-12 months’ notice. Named executive officers continue receiving their base salary, cash incentive, and benefits during the contractual notice period. Equity grants continue to vest as scheduled so long as an individual remains employed. Named executive officers forfeit unvested equity grants, and vested equity grants in a termination for cause, on the last day of employment. Equity grants to the named executive officers do not accelerate and do not vest automatically upon a change in control.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (5) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($, in thousands)(7) | Adjusted Non-GAAP Earnings Per Share ($)(8) | | Year | Summary Compensation Table Total for PEO ($)(1) (2) | | Compensation Actually Paid to PEO ($)(2) (3) | | | | Total Shareholder Return | Peer Group Total Shareholder Return(6) | | | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | | PEO – 1 | PEO – 2 | PEO – 1 | PEO – 2 | | | | | | | | 2025 | 6,741,212 | n.a. | 8,798,416 | n.a. | 1,874,143 | 2,208,203 | 122.33 | 105.51 | 869,193 | 42.89 | | 2024 | 6,938,864 | n.a. | 6,518,309 | n.a. | 1,647,649 | 1,724,112 | 107.37 | 102.34 | 863,140 | 41.11 | | 2023 | 8,530,989 | n.a. | 4,664,662 | n.a. | 1,438,196 | 309,455 | 106.43 | 102.86 | 788,778 | 38.26 | | 2022 | 6,472,835 | n.a. | 4,632,617 | n.a. | 1,534,933 | 1,165,135 | 126.83 | 108.96 | 872,502 | 39.39 | | 2021 | 12,046,903 | 816,467 | 15,803,547 | 17,202,243 | 1,977,815 | 4,311,764 | 148.92 | 139.00 | 768,985 | 33.61 |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for our Principal Executive Officer(s) for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (2) In 2021, the company had two Principal Executive Officers (PEO). Olivier Filliol (PEO – 2, in the table above) was the PEO until April 1, 2021. Patrick Kaltenbach (PEO – 1, in the table above) is the PEO since April 1, 2021. |
Pay Versus Performance
| (3) The dollar amounts reported in column (c) represent the “Compensation Actually Paid” to the applicable PEO for the corresponding year. Compensation Actually Paid is calculated pursuant to the requirements of Item 402(v) of Regulation S-K, adjusting Summary Compensation Table totals to reflect equity award valuation changes at certain points over time. It does not reflect dollar amounts actually paid to our PEOs. |
Pay Versus Performance
| Mettler-Toledo International Inc. | 39 | 2026 Proxy Statement |
Pay Versus Performance
The equity award adjustments for 2025 include the addition (or subtraction, as applicable) of the following, as shown in the table below:
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) | Year End Fair Value of Equity Awards Granted ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Change in Fair Value of Equity Awards granted in Prior Years that Vested in the Year ($) | Compensation Actually Paid to PEO ($) | | PEO – 1 | | | | | | | | 2025 | 6,741,212 | 4,902,841 | 5,518,423 | 634,953 | 806,668 | 8,798,416 |
Pay Versus Performance
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. (4)The dollar amounts reported in column (d) represent the average of the amounts reported for the company’s named executive officers (NEOs) as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The non-PEO NEOs were Shawn P. Vadala and Marc de La Guéronnière for all periods shown above. For 2021, Peter Aggersbjerg, the Head of Divisions during those periods, was also an NEO. For 2021 through 2024, Gerry Keller, Head of Process Analytics, was also an NEO. For 2022, 2023, 2024, and 2025 Richard Wong is also an NEO. For 2025, Susan Graham-Bryce, Chief Human Resources Officer, is also an NEO. (5)The dollar amounts reported in column (e) represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding the PEOs) for the corresponding year. Compensation Actually Paid is calculated pursuant to the requirements of Item 402(v) of Regulation S-K, adjusting Summary Compensation table totals to reflect equity award valuation changes at certain points over time. It does not reflect dollar amounts actually paid to our NEOs. The NEOs included for purposes of these calculations are described in footnote 4. The equity award adjustments for 2025 include the addition (or subtraction, as applicable) of the following, as shown in the table below:
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Year End Fair Value of Equity Awards Granted ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Change in Fair Value of Equity Awards granted in Prior Years that Vested in the Year ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,874,143 | 1,128,213 | 1,260,926 | 36,458 | 164,888 | 2,208,203 |
Pay Versus Performance
| (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: SIC Code 3826 Index – Laboratory Analytical Instruments. |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net income reflected in the company’s audited financial statements for the applicable year. |
Pay Versus Performance
| (8) While the company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the company’s compensation programs, the company has determined that non-GAAP earnings per share is the financial performance measure that, in the company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs (including the PEOs), for the most recently completed fiscal year, to company performance. |
Pay Versus Performance
Adjusted earnings per share (EPS) is a non-GAAP measure. For 2025, excludes purchased intangible amortization (net of tax) of $21.1 million, restructuring charges (net of tax) of $14.5 million and a net benefit (net of tax) of $3.6 million related to contingent consideration associated with previous acquisitions less acquisition transaction costs (net of tax) of $1.7 million. Also excludes operating results not considered in the target and a $19.5 million non-cash benefit resulting from the reduction of uncertain tax position liabilities and valuation allowance related to the settlement of a tax audit. For 2024, excludes purchased intangible amortization (net of tax) of $20.1 million, restructuring charges (net of tax) of $16.0 million,
Pay Versus Performance
| Mettler-Toledo International Inc. | 40 | 2026 Proxy Statement |
Pay Versus Performance
and other costs (net of tax) of $0.3 million. Also excludes a $23.0 million one-time non-cash benefit resulting from the reduction of uncertain tax position liabilities related to the settlement of a tax audit. For 2023, excludes purchased intangible amortization (net of tax) of $20.5 million and restructuring charges (net of tax) of $26.5 million. Adjusted EPS also was increased to restate our actual tax rate to our budgeted tax rate before non-recurring items. For 2022, excludes purchased intangible amortization (net of tax) of $19.8 million, acquisition transaction costs (net of tax) of $0.7 million, and restructuring charges (net of tax) of $7.8 million. Adjusted EPS also was reduced in 2022 to restate our actual tax rate to our budgeted tax rate before non-recurring items and exclude operating results not considered in the target. For 2021, excludes purchased intangible amortization (net of tax) of $16.3 million, acquisition charges (net of tax) of $8.2 million pertaining to increased contingent consideration and transaction costs, and restructuring charges (net of tax) of $4.2 million. Adjusted EPS also was reduced in 2021 to restate our actual tax rate to our budgeted tax rate before non-recurring items and exclude operating results not considered in the target. Most Important Financial Performance Measures The most important financial performance measures used by the company to link executive compensation actually paid to the company’s NEOs (including the PEOs), for the most recently completed fiscal year, to the company’s performance are as follows:
Pay Versus Performance
| Most Important Measures for Determining NEO Pay | | Non-GAAP earnings per share | | Net cash flow | | Group sales at budgeted currency rates | | Total shareholder return relative to the S&P 500 Healthcare Index and the S&P 500 Industrials Index |
Pay Versus Performance
Analysis of the Information Presented in the Pay Versus Performance Table We deploy a mix of short- and long-term incentives to our named executive officers to ensure compensation aligns with performance. We list the performance measures most important to achieving this alignment in the table above. We discuss each measure, and its role in determining named executive officer compensation, more fully in the earlier Compensation Discussion and Analysis section titled Compensation Program Elements. The charts below describe, during the five-year period between January 1, 2021 and December 31, 2025, the relationship between “Compensation Actually Paid,” which is derived from calculations mandated by Item 402(v) of Regulation S-K, and certain financial performance metrics. During this period, the company’s financial performance has generally improved as a percentage of 2021, while Compensation Actually Paid has decreased compared to 2021.
Pay Versus Performance
| Mettler-Toledo International Inc. | 41 | 2026 Proxy Statement |
Pay Versus Performance
Compensation Actually Paid and Cumulative TSR Compensation Actually Paid and Net Income
Pay Versus Performance
| Mettler-Toledo International Inc. | 42 | 2026 Proxy Statement |
Pay Versus Performance
Compensation Actually Paid and Adjusted non-GAAP Earnings Per Share Cumulative TSR of the Company and Cumulative TSR of the Peer Group The following chart describes the relationship between our TSR and that of our peer group: the SIC Code 3826 Index – Laboratory Analytical Instruments, assuming an investment of $100.00 on December 31, 2020.
Pay Versus Performance
| Mettler-Toledo International Inc. | 43 | 2026 Proxy Statement |