DEF 14A of Mettler Toledo International Inc/, Mar 19, 2024

DEF 14A of Mettler Toledo International Inc/

Filed Mar 19, 2024 · FY20230001999371-24-003672

Open on EDGAR

  1. 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 56 years old and has been a director since August 2022. The board has nominated Mr. Diggelmann to serve as Board Chair beginning May 2024. He serves on the Audit and Compensation Committees and will step down from these committees in May 2024 given his planned role as Board Chair. 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 on 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 51 years old and has been a director since February 2020. She serves on the Nominating & Corporate Governance Committee. She has a Master’s in Business Administration from the ESSEC Business School and the Melbourne Business School. She has been Chief Digital Officer at Eurazeo, since April 2021. She is currently a member of the Board of Directors at Gaztransport & Technigaz (GTT), and of the Advisory Digital Board at Carlsberg Group and until 2020 was a member of its board. Prior to her current position, 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 62 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 and the Chair of the Audit Committee of NanoString Technologies, Inc., and 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 and iRobot Corporation until November 2021.

  2. Qualifications of Director Nominees

    | Mettler-Toledo International Inc. | 7 | 2024 Proxy Statement |

  3. 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. Richard Francis is 55 years old and has been a director since May 2016. He serves on the Compensation Committee. He has a Bachelor of Arts in Economics from the Manchester Metropolitan University. He is Chief Executive Officer and a Director of Teva Pharmaceutical Industries Ltd., since January 2023. He is a Director of Purespring Therapeutics, a kidney focused AAV gene therapy company, since January 2023. From February 2021 until December 2022, Mr. Francis was Chief Executive Officer of Purespring Therapeutics. From 2014 until March 2019, Mr. Francis was Division Head and Chief Executive Officer of Sandoz, the Generics Division of Novartis, and was a member of the Executive Committee of Novartis. Prior to that, Mr. Francis spent 13 years at Biogen Idec, where he held various global and country leadership positions. Immediately prior to leaving Biogen in 2014, Mr. Francis was Senior Vice President of their US commercial organization. From 1998 to 2001, he held various marketing roles at Sanofi. Mr. Francis has in-depth knowledge of the generics, pharmaceutical, and biotechnology industry sectors, which are important market segments for the company. He also has significant leadership and international expertise and provides useful insights to our global organization. Michael A. Kelly is 67 years old and has been a director since July 2008. He serves on the Audit and Compensation Committees. He has completed executive education at The Wharton School of the University of Pennsylvania. He is a Director of HERC Holdings Inc., where he is Chair of the Compensation Committee. Mr. Kelly spent many years as an executive at 3M Company, serving as Executive Vice President of the Electronics and Energy Business from October 2012 to January 2016, and Executive Vice President of the Display and Graphics Business from October 2006 to October 2012. He served in various management positions in the U.S., Singapore, Korea, and Germany since he joined 3M in 1981. In his role as the Executive Vice President of 3M’s Electronics and Energy Business, Mr. Kelly had global responsibility for all operational and strategic elements of a $6 billion business, including the Electronic Materials, Electrical Markets, Communications Markets, Renewable Energy, and Display Materials Systems Businesses of 3M. Mr. Kelly’s business also encompassed all film manufacturing for 3M. As a result of running this complex and highly technical set of global businesses, Mr. Kelly has experience in several topics relevant to the company, including strategic planning, restructuring, shifting business focus to emerging markets, and operational matters generally. Thomas P. Salice is 64 years old and has been a director since October 1996. He serves as Chair of the Compensation and Nominating & Corporate Governance Committees. 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., Micromeritics Instrument Corporation, and Pion Inc. 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 30 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. Wolfgang Wienand is 52 years old and has been a director since November 2023. He has been the Chief Executive Officer of Siegfried Holding AG, a global leader in contract development and manufacturing (CDMO) for the pharmaceutical industry, since January 2019. 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. Dr. Wienand joined Siegfried in 2010 as Member of the Executive Committee, initially serving as Chief Scientific Officer, then as Chief Strategy Officer, and later holding both positions in parallel before becoming CEO. Prior to Siegfried, Dr. Wienand held senior

  4. Qualifications of Director Nominees

    | Mettler-Toledo International Inc. | 8 | 2024 Proxy Statement |

  5. Qualifications of Director Nominees

    management positions at Evonik Industries AG, a leading global specialty chemicals company. Dr. Wienand serves as a non-executive board member for SCHOTT Pharma. 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 51 years old and has been a director since February 2023. She is currently the President and Managing Director of Novartis China. Prior to this role, she was 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.

  6. Qualifications of Director Nominees

    | Mettler-Toledo International Inc. | 9 | 2024 Proxy Statement |

  7. Qualifications of Director Nominees

    Board of Directors—General Information

  8. 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 eight, consisting of an independent, non-executive Board Chair, and seven 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.

  9. 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:

  10. 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 |

  11. 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.

  12. Corporate Governance Highlights; Corporate Governance Guidelines

    | Mettler-Toledo International Inc. | 10 | 2024 Proxy Statement |

  13. Director Nominee Diversity

    Director Nominee Diversity

  14. Director Nominee Diversity

    | Mettler-Toledo International Inc. | 14 | 2024 Proxy Statement |

  15. Director Nominee Diversity

    METTLER TOLEDO Board of Directors 2024 Diversity Matrix:

  16. Director Nominee Diversity

    | | Diggelmann | Doat-Le Bigot | Finney | Francis | Kelly | Salice | Wienand | Zhang | Average | | Age | 56 | 51 | 62 | 55 | 67 | 64 | 52 | 51 | 57 | | Tenure (years)* | 2 | 4 | 6 | 8 | 16 | 26 | <1 | 1 | 8 | | Gender | | | | | | | | | | | Female | | • | • | | | | | • | | | Male | • | | | • | • | • | • | | | | Race/Ethnicity | | | | | | | | | | | White | • | • | • | • | • | • | • | | | | Non-White | | | | | | | | • | | | Committee Member | | | | | | | | | | | Audit | | | • | | • | | • | | | | Nominating | | • | | | | • | | • | | | Compensation | | | | • | • | • | | | | | Independent | • | • | • | • | • | • | • | • | |

  17. Director Nominee Diversity

    *Tenure rounded to nearest whole number.

  18. Director Compensation

    Director Compensation Directors (except for the retiring Board Chair, Mr. Spoerry, 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 are required to retain the shares received from a grant of stock for three years following the date of grant. The following provides an overview of the elements of 2023 director compensation:

  19. Director Compensation

    | Annual cash retainer | $80,000 | | Annual grant of stock options—approximate value | $100,000 | | Annual grant of stock—approximate value | $50,000 | | Annual grant of stock to the Lead Director–approximate value | $50,000 | | Committee member fees: | | | ◼Audit | $12,000 | | ◼Compensation | $9,000 | | ◼Nominating & Corporate Governance | $6,000 | | Committee Chair fees: | | | ◼Audit | $25,000 | | ◼Compensation | $20,000 | | ◼Nominating & Corporate Governance | $10,000 |

  20. Director Compensation

    As Board Chair, in 2023 Mr. Spoerry received an annual cash retainer and a grant of stock. For 2023, his annual cash retainer was $225,000 and his grant of stock, awarded in November 2023, has a grant date approximate value of $167,000. All directors are required to retain the shares received from the grant of stock for three years following the date of grant. Mr. Spoerry’s compensation was specifically structured to appropriately and competitively recognize and reward the substantial contributions he makes to the company and its shareholders. As a former President and CEO of the company, Mr. Spoerry has long- standing experience in the global precision instrument industry and a deep knowledge of the company, including its organization, culture, products, markets, customers, and competitors. He has a strong technical background and experience with innovation-driven companies. Mr. Spoerry has broad international experience across industries and businesses relevant to the company, including by virtue of his service on several other boards of directors. This is particularly important given the fact that the company is a US public company with headquarters and substantial operations in Switzerland.

  21. Director Compensation

    | Mettler-Toledo International Inc. | 16 | 2024 Proxy Statement |

  22. Director Compensation

    Mr. Spoerry devotes a substantial amount of his time to his service as Board Chair. His deep understanding of the company, which was developed over more than 40 years of service, is a unique and valuable qualification that we believe provides a substantial benefit to the company and its shareholders. Mr. Spoerry’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 and participation on 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; also providing guidance and support to the new CEO during his early tenure with the company; and ◼Third-party interactions, encompassing responses to shareholder inquiries and requests on corporate governance and other ESG 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. Spoerry’s scope of duties and responsibilities. As previously noted in Proposal 1, the board has nominated Mr. Diggelmann to serve as Board Chair beginning May 2024, following Mr. Spoerry’s retirement from the board. Mr. Diggelmann adds valuable perspectives and insights from his many years of experience as CEO of multinational companies in the pharma/life science and medical technology industries, extensive international expertise, and non-executive director experience. Mr. Diggelmann has been a strong addition to the board, and his significant experience and strong cultural fit position him very well to serve in the role of Board Chair. Mr. Diggelmann’s compensation as Board Chair, once finalized, will be reflective of this experience. Actual amounts paid to each director with respect to 2023 are set out in the following table.

  23. 2023 Director Compensation

    2023 Director Compensation

  24. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation(2) | Total | | Wah-Hui Chu | $32,667 | $0 | $0 | | $32,667 | | Roland Diggelmann | 101,000 | 50,203 | 99,833 | | 251,036 | | Domitille Doat-Le Bigot | 86,000 | 50,203 | 99,833 | | 236,036 | | Olivier A. Filliol(3) | 26,667 | 0 | 0 | $11,933 | 38,600 | | Elisha W. Finney | 105,000 | 50,203 | 99,833 | | 255,036 | | Richard Francis | 89,000 | 50,203 | 99,833 | | 239,036 | | Michael A. Kelly | 101,000 | 50,203 | 99,833 | | 251,036 | | Thomas P. Salice | 110,000 | 100,406 | 99,833 | | 310,239 | | Robert F. Spoerry | 225,000 | 167,002 | 0 | | 392,002 | | Wolfgang Wienand | 13,333 | 50,203 | 99,833 | | 163,369 | | Ingrid Zhang | 84,500 | 50,203 | 99,833 | | 234,536 |

  25. 2023 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, 2023. Directors must retain stock awards for three years following the date of grant.

  26. 2023 Director Compensation

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  27. 2023 Director Compensation

    At December 31, 2023, each director held stock options (vested and unvested) with respect to the following number of shares:

  28. 2023 Director Compensation

    | | Stock Options (#) | | Wah-Hui Chu | 4,997 | | Roland Diggelmann | 474 | | Domitille Doat-Le Bigot | 1,012 | | Olivier A. Filliol | 88,004 | | Elisha W. Finney | 2,195 | | Richard Francis | 3,252 | | Michael A. Kelly | 5,582 | | Thomas P. Salice | 5,582 | | Robert F. Spoerry | 24,865 | | Wolfgang Wienand | 250 | | Ingrid Zhang | 390 |

  29. 2023 Director Compensation

    (2)Tax equalization payment, the principle of which is to leave the individual 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. See “Compensation Discussion and Analysis – Tax Equalization Agreements” for a description of how the tax equalization functions. (3)At December 31, 2023, Mr. Filliol held 47 performance shares granted on November 5, 2020, which vested on January 8, 2024. Mr. Filliol’s unvested performance share unit awards were granted as part of the company’s executive compensation program during his service as the company’s CEO. Please see the Compensation Discussion and Analysis, below, for more details on this program.

  30. 2023 Director Compensation

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  31. 2023 Director Compensation

    Board of Directors—Operation The Board of Directors has three committees: the Audit Committee, the Compensation Committee, and the Nominating & Corporate Governance Committee. Each committee has the authority to engage advisors or consultants as it deems appropriate to carry out its responsibilities. The membership and meetings of the committees are described in the following table.

  32. 2023 Director Compensation

    | Name | Audit(1) | Compensation(2) | Nominating & Corporate Governance(3) | | Wah-Hui Chu | X | | X | | Roland Diggelmann | X | X | | | Domitille Doat-Le Bigot | | | X | | Elisha W. Finney | X | | | | Richard Francis | | X | | | Michael A. Kelly | X | X | | | Thomas P. Salice | | X | X | | Ingrid Zhang | | | X | | Total meetings in 2023 | 4 | 4 | 4 |

  33. 2023 Director Compensation

    (1)Ms. Finney and Mr. Diggelmann are considered “financial experts” as determined by the Board of Directors pursuant to the relevant SEC definition, and all Audit Committee members are independent and financially literate. The board has determined, in accordance with applicable requirements of the New York Stock Exchange, that the simultaneous service of Ms. Finney on the audit committees of four public companies, and chairing two of these audit committees, does not impair her ability to effectively serve on the Audit Committee. Mr. Chu served on the Audit Committee through his last day of service on May 4, 2023. Mr. Diggelmann will serve on the Audit Committee until May 9, 2024. The Board of Directors has appointed Dr. Wienand, who is considered a “financial expert,” to the Audit Committee, effective May 9, 2024. Our Chief Financial Officer, Board Chair, Chief Executive Officer, Head of Internal Audit, and General Counsel attend Audit Committee meetings at the request of the Audit Committee and give reports to and answer inquiries from the Audit Committee. (2)All Compensation Committee members are independent. Mr. Diggelmann will serve on the Compensation Committee until May 9, 2024. (3)All Nominating & Corporate Governance Committee members are independent. Mr. Chu served on the Nominating & Corporate Governance Committee through his last day of service on May 4, 2023. The Board of Directors appointed Ms. Zhang to the Nominating & Corporate Governance Committee, effective May 4, 2023.

  34. 2023 Director Compensation

    | Mettler-Toledo International Inc. | 19 | 2024 Proxy Statement |

  35. Primary Elements of our Executive Compensation Program

    | | | | Long-Term Incentives | | | Pay Element | Base Salary | Cash Incentive | Stock Options | Performance Share Units | | Type | Cash | Cash | Equity | Equity | | Performance Period | N/A | 1 year | 5-year vesting pro rata; cliff vesting for performance options | 3-year performance period, cliff vesting | | Performance Measures | N/A | EPS, net cash flow, sales, individual targets, including quantitative ESG targets | Stock price appreciation; sales growth for performance options | Relative total shareholder return (rTSR) |

  36. Our Executive Compensation Program Follows Best Practices

    Our Executive Compensation Program Follows Best Practices ◼We consult independent compensation consultants to ensure our executive compensation is in line with industry and market standards. ◼We deploy a mix of short- and long-term incentives to ensure compensation aligns with performance and motivates long-term shareholder value creation. ◼Our long-term incentives include various performance-based equity incentives.

  37. Key Components of 2023 Executive Compensation

    Key Components of 2023 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 in 2023 was 94%, resulting in incentive payments of between 10% and 32% of base salary. ◼Long-Term Incentives – The total value of equity granted to Mr. Kaltenbach increased 63% compared to 2022, due to a one-time grant he received in November 2023, in addition to his regular equity grant. Following consultation with its independent compensation consultant, Pearl Meyer & Partners (PM&P), the Compensation Committee decided to make a one-time equity grant to the CEO comprised of forty percent restricted stock units and sixty percent performance options. 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. The Compensation Committee believes that this one-time equity grant to the CEO, which is discussed more fully in the Compensation Program Elements – Long-Term Incentives section below and which includes rigorous, pre-set performance conditions, incentivizes long-term growth and is well aligned with shareholder interests. The total value of equity granted to the other named executive officers increased by between 1% and 4%.

  38. 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 2023, the Compensation Committee retained independent compensation consultant PM&P as its 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.

  39. Role of Independent Compensation Consultant

    | Mettler-Toledo International Inc. | 26 | 2024 Proxy Statement |

  40. Role of Independent Compensation Consultant

    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.

  41. 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 2021, 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. In 2021, PM&P also provided data on peer company compensation at the following peer companies:

  42. Role of our Compensation Peer Group

    | Agilent Technologies | AMETEK | | Bio-Rad Laboratories | Bruker Corp. | | Fortive Corp. | Hologic | | IDEX Corp. | Intuitive Surgical | | Nordson Corporation | Revvity (formerly Perkin Elmer) | | ResMed | Rockwell Automation | | Roper Technologies | Teleflex | | Waters Corp. | Xylem |

  43. 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.

  44. 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 is 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 2023 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 2023: ◼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 2023; ◼PM&P maintains a Conflicts Policy, which has been provided to the Compensation Committee, with specific policies and procedures designed to ensure independence; ◼With regard to whether any of the individuals on the PM&P team assigned to the company has any business or personal relationship with members of the Compensation Committee outside of the engagement, the Compensation Committee has reviewed the following information with PM&P, which the company and PM&P believe does not impact the independence of PM&P: −Mr. Van Putten, the lead consultant from PM&P providing services to the company’s Compensation Committee, assists SFW Capital Partners, where Mr. Salice is Managing Member, with respect to compensation matters at one of SFW Capital Partners’ portfolio companies. ◼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 ◼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.

  45. Independence of Compensation Consultants

    | Mettler-Toledo International Inc. | 27 | 2024 Proxy Statement |

  46. Annual Cash Incentive

    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 2024 account 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 “2023 Threshold, Target, Maximum, and Actual Performance” below. In 2024, the remaining 20 – 25 percent of the incentive for each participant is based on individual (personal) objective performance targets and environmental, social, and governance (“ESG”) 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 ESG targets account for 8 percent of the incentive for each participant. The ESG targets are comprehensive and specific quantitative and qualitative targets related to important ESG 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 diversity, and employee safety). The company’s workforce diversity objectives relate to having a broad, diverse set of candidates for job openings and promotion opportunities, selecting candidates most likely to help the company achieve all its goals including, but not limited to, diversity, equity, and inclusion considerations. The company’s workforce diversity objectives also include increased attendance of women in management trainings, execution of mentoring by senior executives, and ensuring all interviews for new management positions include diverse candidates, including females. ◼Targets for key governance matters related to corporate governance and public company ESG reporting best practices. The Compensation Committee directly evaluates the Chief Executive Officer’s performance on his individual targets and reviews the CEO’s recommendation on the individual target performance of the other executive officers. The Compensation Committee reviews the audited results of the company’s performance against each participant’s performance targets and determines the incentive payment, if any, earned by each participant.

  47. Annual Cash Incentive

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  48. Annual Cash Incentive

    | 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% |

  49. Annual Cash Incentive

    The plan provides that targets for 100% achievement should be challenging and ambitious, but also realistic and attainable such that it is possible to achieve and exceed them. The impact of over- or under-achieving targets on the annual incentive can be significant. The company and Board of Directors therefore approach the target setting process with care and consideration. We believe targets are set consistently with the philosophy of the POBS Plus plan that they be challenging and ambitious. In the last five years the average target achievement for named executive officers was 108%.

  50. Annual Cash Incentive

    | 2023 Threshold, Target, Maximum, and Actual Performance | | | | | | 2023 Performance Targets | Threshold | Target | Maximum | Actual | | Adjusted Non-GAAP Earnings Per Share(1) | $42.99 | $44.34 | $48.39 | $38.26 | | Net Cash Flow(2) | $1,069.3million | $1,127.1million | $1,300.5million | $1,074.0million | | Group Sales (at budgeted currency rates) | $4,060.7million | $4,144.4million | $4,395.5million | $3,834.4million |

  51. Annual Cash Incentive

    (1)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. (2)Represents cash flow from operations before tax payments and voluntary pension payments less capital expenditures, restructuring payments, and excess tax benefits from share-based payment arrangements. The 2023 weighted performance relative to targets resulted in the following incentive payments as a percent of base salary under the POBS Plus plan for 2023 for each named executive officer:

  52. Annual Cash Incentive

    | Mr. Kaltenbach | 16% | | Mr. Vadala | 21% | | Mr. de La Guéronnière | 32% | | Mr. Keller | 10% | | Mr. Wong | 15% |

  53. Long-Term Incentives

    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 at least 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.

  54. Long-Term Incentives

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  55. Long-Term Incentives

    The vesting schedule is shown in this table (linear interpolation is applied between the points shown):

  56. Long-Term Incentives

    | | rTSR Percentile Rank | Shares Earned as % of Target | | Threshold | ≤ 30% | 0% | | | 45% | 50% | | Target | 60% | 100% | | | 67.5% | 150% | | Maximum | ≥ 75% | 200% |

  57. Long-Term Incentives

    The vesting percentage of the performance share units is capped at 100% of target when the company’s absolute TSR is negative. 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. In 2021, Mr. Kaltenbach additionally received restricted stock units and a stock option grant upon joining the company on January 25, 2021. These one-time grants were intended to provide him with partial replacement compensation related to his prior employment. In 2021, Mr. Kaltenbach also received performance share units and a stock option grant upon assuming the CEO role on April 1, 2021, which grants were pro rata for the 2021 fiscal year upon him becoming CEO. With respect to the named executive officers in 2023, 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-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):

  58. Long-Term Incentives

    | | CAGR | Shares Earned as % of Target | | Threshold | <3% | 0% | | | 3% | 50% | | Target | 4% | 100% | | Maximum | ≥ 5% | 150% |

  59. Long-Term Incentives

    The Compensation Committee believes that past performance is just one factor to take into account in determining the size of future awards.

  60. Equity Grant Practices and Policy

    Equity Grant Practices and Policy The Compensation Committee approves all equity grants. Equity grants are typically made once each year when the overall annual compensation review takes place (typically in late October or early November each year). The Compensation Committee and Board meeting dates are set several years in advance, and the grants are made 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.

  61. Equity Grant Practices and Policy

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  62. Equity Grant Practices and Policy

    Equity Ownership Guidelines The Compensation Committee feels it is important for senior executives to have a significant portion of their ongoing compensation tied to the interests of shareholders. The Compensation Committee has implemented equity ownership guidelines for executive officers that call for the individuals to accumulate equity ownership as follows:

  63. Equity Grant Practices and Policy

    | Category | Value of Equity Ownership Required | | CEO | $5,500,000 (as of fifth anniversary of start date) | | CFO | 3x base salary | | Other executive officers | 2x base salary |

  64. Equity Grant Practices and Policy

    The following types of equity count towards the ownership requirement: shares held directly, vested restricted stock units (if any), and the in-the-money value of vested stock options. Individuals have five years from the date of appointment as an officer to meet the ownership requirement, which five-year period in the case of Mr. Kaltenbach requires ownership equal to $750,000, $1,500,000, $2,500,000, $4,000,000, and $5,500,000 on the first, second, third, fourth, and fifth anniversaries of his start date, respectively. If an individual does not meet the requirement within the relevant time periods, the Compensation Committee has the discretion not to make further equity grants to that person. If an individual has met their requirement but subsequently falls below due to a drop in share price, they will have 24 months to rebuild their ownership, subject to Compensation Committee discretion. All officers satisfy the equity ownership guidelines.

  65. 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.”

  66. 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 2023, including the one-time equity grant described in the Compensation Program Elements – Long-Term Incentives section above, was $8,417,336, as disclosed in the Summary Compensation Table below. Our median employee’s annual total compensation, calculated consistent with Summary Compensation Table rules, for 2023 was $46,144. Accordingly, the ratio of our CEO’s pay to our median employee is 182:1. 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 40% of the company’s total workforce is located in low cost countries, including in China, India, Mexico, South East 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 20 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 Global Head of Human Resources in most other cases. The Compensation Committee and the Global Head of Human Resources are responsible for establishing compensation arrangements that allow the company to retain, attract, and motivate employees.

  67. CEO Pay Ratio

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  68. Summary Compensation Table(1)

    Summary Compensation Table(1)

  69. Summary Compensation Table(1)

    | Name and Principal Position | Year | Base Salary ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Patrick Kaltenbach(2) | 2023 | 1,001,001 | 2,468,360 | 4,436,956 | 155,155 | 355,864 | 8,417,336 | | President and Chief | 2022 | 945,390 | 1,414,265 | 2,826,089 | 711,406 | 437,069 | 6,334,219 | | Executive Officer | 2021 | 832,373 | 3,611,726 | 5,721,581 | 1,330,216 | 354,489 | 11,850,385 | | Shawn P. Vadala | 2023 | 450,000 | 485,421 | 970,372 | 93,375 | 27,900 | 2,027,068 | | Chief Financial Officer | 2022 | 428,000 | 469,612 | 939,792 | 304,328 | 29,525 | 2,171,257 | | | 2021 | 404,000 | 440,560 | 880,897 | 595,092 | 27,325 | 2,347,874 | | Marc de La Guéronnière | 2023 | 283,980 | 369,582 | 740,757 | 91,552 | 67,566 | 1,553,437 | | Head of EU and NA | 2022 | 274,897 | 366,460 | 733,933 | 208,616 | 63,467 | 1,647,373 | | | 2021 | 270,761 | 359,765 | 720,918 | 355,077 | 63,467 | 1,769,988 | | Gerhard Keller | 2023 | 353,687 | 169,897 | 339,431 | 36,837 | 171,301 | 1,071,153 | | Head of Process Analytics | 2022 | 345,762 | 168,300 | 335,640 | 200,990 | 5,848 | 1,056,540 | | | 2021 | 342,009 | 163,114 | 326,033 | 516,741 | 52,998 | 1,400,895 | | Richard Wong | 2023 | 387,902 | 175,414 | 349,414 | 57,551 | 57,922 | 1,028,203 | | Head of Asia and Pacific | 2022 | 376,825 | 168,300 | 335,640 | 263,641 | 32,975 | 1,177,381 |

  70. 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 0.8991 to $1.00, amounts paid in Euros were converted to U.S. dollars at a rate of EUR 0.9248 to $1.00, and amounts paid in Singapore dollars were converted to U.S. dollars at a rate of SGD 1.3428 to $1.00, in each case the respective average exchange rate in 2023. (2)Mr. Kaltenbach’s 2021 compensation, as displayed in the Summary Compensation Table above, includes January 2021 equity grants for partial replacement compensation related to his prior employment, and pro rata equity grants for fiscal year 2021 upon his assumption of CEO responsibilities in April 2021, both of which were extraordinary one-time grants related to the company’s recent CEO transition. Excluding these grants, which is necessary for a proper understanding of Mr. Kaltenbach’s ordinary compensation structure, Mr. Kaltenbach’s total compensation in 2021 was $6,517,945, consisting of $832,373 in base salary, $1,333,876 in stock awards, $2,666,991 in option awards, $1,330,216 in non-equity incentive plan compensation, and $354,489 in all other compensation. 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 $5,917,491, consisting of $1,001,001 in base salary, $1,468,399 in stock awards, $2,937,072 in option awards, $155,155 in non-equity incentive plan compensation, and $355,864 in all other compensation. (3)With respect to Mr. Kaltenbach, this represents the aggregate grant date fair value of restricted stock units he received in January 2021 for partial replacement compensation related to his prior employment, performance share units he received upon assuming CEO responsibilities in April 2021 that were pro rata for fiscal year 2021, performance share units he received in November 2021 as part of the company’s ordinary grant cycle, 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. For all other values in this column, this represents the aggregate grant date fair value of performance share 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

  71. Summary Compensation Table(1)

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  72. Summary Compensation Table(1)

    December 31, 2023. The following table lists the value of each officer’s performance share unit awards assuming the highest level of performance conditions will be achieved:

  73. Summary Compensation Table(1)

    | Name | Month/Year (MM/YYYY) | Maximum Value of PSU Award ($) | | | 11/2023 | 2,936,798 | | Patrick Kaltenbach | 11/2022 | 2,828,530 | | | 04/2021 | 1,555,900 | | | 11/2021 | 2,667,753 | | | 11/2023 | 970,842 | | Shawn P. Vadala | 11/2022 | 939,224 | | | 11/2021 | 881,121 | | | 11/2023 | 739,164 | | Marc de La Guéronnière | 11/2022 | 732,920 | | | 11/2021 | 719,531 | | | 11/2023 | 339,795 | | Gerhard Keller | 11/2022 | 336,600 | | | 11/2021 | 326,228 | | Richard Wong | 11/2023 | 350,827 | | | 11/2022 | 336,600 |

  74. Summary Compensation Table(1)

    (4)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, 2023. 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. (5)Amounts shown are the annual cash incentive earned under the company’s POBS Plus incentive plan. $159,653 of Mr. Kaltenbach’s 2021 cash incentive was paid in the form of company shares pursuant to the Share Purchase Plan described above. (6)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. Miscellaneous personal benefits, none of which individually exceeds $25,000 in value unless otherwise stated, include children allowances, tax equalization calculation, the company’s contribution to certain Swiss 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 Messrs. Kaltenbach and Keller) and transportation (in the case of Messrs. Vadala, de La Guéronnière, and Wong). In Mr. Kaltenbach’s case, miscellaneous benefits include one-time relocation expenses of $47,810 in 2021. In Mr. Keller’s case, miscellaneous benefits include a one-time service anniversary award of $40,498 in 2021. In Mr. Wong’s case, miscellaneous benefits in 2023 are for a one-time service anniversary award.

  75. Summary Compensation Table(1)

    | Name | Year | Tax Equalization | Retirement Contribution | Swiss Insurance | Allowances | Miscellaneous Benefits | | Patrick Kaltenbach | 2023 | $96,235 | $207,723 | $25,180 | $17,351 | $9,375 | | | 2022 | 180,892 | 210,531 | 24,960 | 17,351 | 3,335 | | | 2021 | 70,500 | 193,513 | 23,100 | 16,231 | 51,145 | | Shawn P. Vadala | 2023 | n.a. | 17,900 | n.a. | 10,000 | 0 | | | 2022 | n.a. | 19,525 | n.a. | 10,000 | 0 | | | 2021 | n.a. | 17,325 | n.a. | 10,000 | 0 | | Marc de La | 2023 | n.a. | 52,212 | n.a. | 15,354 | 0 | | Guéronnière | 2022 | n.a. | 48,887 | n.a. | 14,580 | 0 | | | 2021 | n.a. | 48,887 | n.a. | 14,580 | 0 | | Gerhard Keller | 2023 | 48,878 | 87,183 | 11,518 | 11,678 | 12,044 | | | 2022 | (114,351) | 85,231 | 10,902 | 11,678 | 12,388 | | | 2021 | (108,477) | 84,305 | 11,179 | 11,678 | 54,313 | | Richard Wong | 2023 | n.a. | 11,145 | n.a. | 22,341 | 24,436 | | | 2022 | n.a. | 10,634 | n.a. | 22,341 | 0 |

  76. Summary Compensation Table(1)

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  77. Summary Compensation Table(1)

    Grants of Plan-Based Awards

  78. Summary Compensation Table(1)

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) [POBS Plus Cash Incentive] | | | | 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 ($) | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | | | Patrick Kaltenbach | 0 | 500,501 | 1,695,696 | 11/09/2023 | 0 | 1,331 | 2,662 | | 7,355 | 1,024.55 | 4,405,471 | | | | | | 11/09/2023(a) | 0 | 2,504 | 3,756 | | | 1,024.55 | 1,499,883 | | | | | | 11/09/2023 | | | | 976 | | | 999,961 | | Shawn P. Vadala | 0 | 202,500 | 708,750 | 11/09/2023 | 0 | 440 | 880 | | 2,430 | 1,024.55 | 1,455,793 | | Marc de La Guéronnière | 0 | 128,947 | 459,910 | 11/09/2023 | 0 | 335 | 670 | | 1,855 | 1,024.55 | 1,110,339 | | Gerhard Keller | 0 | 160,160 | 571,238 | 11/09/2023 | 0 | 154 | 308 | | 850 | 1,024.55 | 509,328 | | Richard Wong | 0 | 175,938 | 627,513 | 11/09/2023 | 0 | 159 | 318 | | 875 | 1,024.55 | 524,827 |

  79. Summary Compensation Table(1)

    (1)Represents the range of cash incentive payments possible under the company’s POBS Plus incentive plan in respect of the 2023 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)With respect to the 11/09/2023 grants, 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. With respect to the 11/09/2023(a) grant to Mr. Kaltenbach, represents the range of stock options possible under a grant of performance options 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 (150% of the target) or decrease to zero. The number of options actually received will depend on the compound annual organic growth rate measured in local (constant) currency of the company’s sales measured over a four-year period beginning on January 1, 2024. (3)Restricted stock units granted under the Mettler-Toledo International Inc. 2013 Incentive Plan (Amended and Restated Effective as of May 6, 2021). The 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 restricted stock units had grant date fair values of $1,024.55 per share, the company’s closing share price on the date of grant. The performance share units had grant date fair values of $1,103.23 per share. The stock options and performance options had grant date fair values of $399.33 per share. 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 6.7 years; a risk-free interest rate of 4.64%; a volatility rate of 27%; and no dividend yield. 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.

  80. Summary Compensation Table(1)

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  81. Summary Compensation Table(1)

    Outstanding Equity Awards at Fiscal Year-End

  82. Summary Compensation Table(1)

    | | 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 | | | | | | | 1,381 | 1,675,098 | 3,896 | 4,725,692 | | | 1,846 | 2,769 | | $1,233.47 | 01/25/2021 | 01/25/2031 | | | | | | | 1,924 | 2,886 | | $1,175.19 | 04/01/2021 | 04/01/2031 | | | | | | | 2,634 | 3,951 | | $1,484.40 | 11/04/2021 | 11/04/2031 | | | | | | | 1,263 | 5,052 | | $1,225.87 | 11/03/2022 | 11/03/2032 | | | | | | | 0 | 7,355 | | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | | | | 2,504 | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | Shawn P. Vadala | | | | | | | 14 | 16,981 | 1,075 | 1,303,932 | | | 2,030 | 0 | | $312.36 | 11/05/2015 | 11/05/2025 | | | | | | | 2,595 | 0 | | $397.95 | 11/03/2016 | 11/03/2026 | | | | | | | 1,775 | 0 | | $671.60 | 11/02/2017 | 11/02/2027 | | | | | | | 4,040 | 0 | | $595.31 | 11/08/2018 | 11/08/2028 | | | | | | | 3,248 | 812 | | $720.81 | 11/07/2019 | 11/07/2029 | | | | | | | 1,683 | 1,122 | | $1,103.74 | 11/05/2020 | 11/05/2030 | | | | | | | 870 | 1,305 | | $1,484.40 | 11/04/2021 | 11/04/2031 | | | | | | | 420 | 1,680 | | $1,225.87 | 11/03/2022 | 11/03/2032 | | | | | | | 0 | 2,430 | | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | Marc de La Guéronnière | | | | | | | 12 | 14,556 | 841 | 1,020,099 | | | 3,295 | 0 | | $671.60 | 11/02/2017 | 11/02/2027 | | | | | | | 3,585 | 0 | | $595.31 | 11/08/2018 | 11/08/2028 | | | | | | | 2,864 | 716 | | $720.81 | 11/07/2019 | 11/07/2029 | | | | | | | 1,485 | 990 | | $1,103.74 | 11/05/2020 | 11/05/2030 | | | | | | | 712 | 1,068 | | $1,484.40 | 11/04/2021 | 11/04/2031 | | | | | | | 328 | 1,312 | | $1,225.87 | 11/03/2022 | 11/03/2032 | | | | | | | 0 | 1,855 | | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | Gerhard Keller | | | | | | | 6 | 7,278 | 385 | 466,990 | | | 316 | 0 | | $595.31 | 11/08/2018 | 11/08/2028 | | | | | | | 1,288 | 322 | | $720.81 | 11/07/2019 | 11/07/2029 | | | | | | | 666 | 444 | | $1,103.74 | 11/05/2020 | 11/05/2030 | | | | | | | 322 | 483 | | $1,484.40 | 11/04/2021 | 11/04/2031 | | | | | | | 150 | 600 | | $1,225.87 | 11/03/2022 | 11/03/2032 | | | | | | | 0 | 850 | | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | | | Richard Wong | | | | | | | 5 | 6,065 | 388 | 470,628 | | | 1,000 | 0 | | $595.31 | 11/08/2018 | 11/08/2028 | | | | | | | 311 | 311 | | $720.81 | 11/07/2019 | 11/07/2029 | | | | | | | 215 | 430 | | $1,103.74 | 11/05/2020 | 11/05/2030 | | | | | | | 316 | 474 | | $1,484.40 | 11/04/2021 | 11/04/2031 | | | | | | | 150 | 600 | | $1,225.87 | 11/03/2022 | 11/03/2032 | | | | | | | 0 | 875 | | $1,024.55 | 11/09/2023 | 11/09/2033 | | | | |

  83. Summary Compensation Table(1)

    | Mettler-Toledo International Inc. | 36 | 2024 Proxy Statement |

  84. Summary Compensation Table(1)

    (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 all named executive officers except Mr. Kaltenbach, includes performance share units (PSUs) granted on November 5, 2020, which vested on January 8, 2024. For Mr. Kaltenbach, includes 405 unvested restricted stock units, which vest ratably over three years from the first anniversary of the January 25, 2021 grant date, and 976 restricted stock units, which vest ratably over three years from the first anniversary of the November 9, 2023 grant date. The market value figures shown above are calculated using the closing share price of $1,212.96 on December 29, 2023. (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 $1,212.96 on December 29, 2023.

  85. Summary Compensation Table(1)

    | Name | Grant Type | Grant Date | Unearned Units (#) | | Patrick Kaltenbach | PSU | 04/01/2021 | 648 | | | PSU | 11/04/2021 | 875 | | | PSU | 11/03/2022 | 1,042 | | | PSU | 11/09/2023 | 1,331 | | Shawn P. Vadala | PSU | 11/04/2021 | 289 | | | PSU | 11/03/2022 | 346 | | | PSU | 11/09/2023 | 440 | | Marc de La Guéronnière | PSU | 11/04/2021 | 236 | | | PSU | 11/03/2022 | 270 | | | PSU | 11/09/2023 | 335 | | Gerhard Keller | PSU | 11/04/2021 | 107 | | | PSU | 11/03/2022 | 124 | | | PSU | 11/09/2023 | 154 | | Richard Wong | PSU | 11/04/2021 | 105 | | | PSU | 11/03/2022 | 124 | | | PSU | 11/09/2023 | 159 |

  86. Summary Compensation Table(1)

    Option Exercises and Stock Vested in Fiscal 2023

  87. Summary Compensation Table(1)

    | | 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 | — | — | 405 | 620,286 | | Shawn P. Vadala | 1,780 | 2,084,433 | 992 | 1,444,759 | | Marc de La Guéronnière | — | — | 876 | 1,275,815 | | Gerhard Keller | 474 | 436,057 | 394 | 573,826 | | Richard Wong | 1,363 | 754,630 | 380 | 553,436 |

  88. 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.

  89. Payments Upon Termination or Change in Control

    | Mettler-Toledo International Inc. | 37 | 2024 Proxy Statement |

  90. Pay Versus Performance

    Pay Versus Performance

  91. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) (2) | | Compensation Actually Paid to PEO ($)(2) (3) | | 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) | | | | | | | | | 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 | | | | | | | | 2023 | 8,417,336 | n.a. | 4,548,601 | n.a. | 1,419,965 | 291,225 | 152.90 | 143.47 | 788,778 | 38.26 | | 2022 | 6,334,219 | n.a. | 4,494,002 | n.a. | 1,513,138 | 1,143,340 | 182.21 | 152.08 | 872,502 | 39.39 | | 2021 | 11,850,385 | 760,178 | 15,607,029 | 17,145,953 | 1,922,353 | 4,256,302 | 213.95 | 194.05 | 768,985 | 33.61 | | 2020 | n.a. | 6,419,153 | n.a. | 17,892,910 | 1,715,889 | 3,145,756 | 143.67 | 139.57 | 602,739 | 25.57 |

  92. 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. |

  93. 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, and during all prior periods shown. Patrick Kaltenbach (PEO – 1, in the table above) is the PEO since April 1, 2021. |

  94. 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. |

  95. Pay Versus Performance

    The equity award adjustments for 2023 include the addition (or subtraction, as applicable) of the following, as shown in the table below:

  96. 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 | | | | | | | | 2023 | 8,417,336 | 6,905,316 | 8,146,190 | (4,993,028) | (116,581) | 4,548,601 |

  97. 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.

  98. Pay Versus Performance

    | (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, Marc de La Guéronnière, and Gerhard Keller for all periods shown above. For 2020 and 2021, Peter Aggersbjerg, the Head of Divisions during those periods, was also an NEO. For 2022 and 2023, Richard Wong is also an NEO. |

  99. Pay Versus Performance

    | (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. |

  100. Pay Versus Performance

    | Mettler-Toledo International Inc. | 38 | 2024 Proxy Statement |

  101. Pay Versus Performance

    The equity award adjustments for 2023 include the addition (or subtraction, as applicable) of the following, as shown in the table below:

  102. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,419,965 | 900,071 | 1,069,973 | (1,229,714) | (68,928) | 291,225 |

  103. 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. |

  104. 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. |

  105. 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. |

  106. Pay Versus Performance

    Adjusted earnings per share (EPS) is a non-GAAP measure. 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. For 2020, excludes restructuring charges (net of tax) of $8.5 million, and purchased intangible amortization (net of tax) of $11.2 million. Adjusted EPS also was reduced $0.15 per share in 2020 for an adjustment to restate our actual tax rate to our budgeted tax rate before non-recurring items.

  107. Analysis of the Information Presented in the Pay Versus Performance Table

    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 four-year period between January 1, 2020 and December 31, 2023, 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 improved as a percentage of 2020, while Compensation Actually Paid has decreased compared to 2020.

  108. Analysis of the Information Presented in the Pay Versus Performance Table

    | Mettler-Toledo International Inc. | 39 | 2024 Proxy Statement |

  109. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  110. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  111. Compensation Actually Paid and Net Income

    | Mettler-Toledo International Inc. | 40 | 2024 Proxy Statement |

  112. Compensation Actually Paid and Adjusted non-GAAP Earnings Per Share

    Compensation Actually Paid and Adjusted non-GAAP Earnings Per Share