DEF 14A of Mettler Toledo International Inc/, Mar 17, 2025

DEF 14A of Mettler Toledo International Inc/

Filed Mar 17, 2025 · FY20240001999371-25-002677

Open on EDGAR
  1. Vote Tabulation; Voting Results

    The nominees for the Board of Directors are listed below. If elected, each nominee will hold office until next year’s annual meeting of shareholders and until their successors have been duly elected and qualified. All nominees are currently directors. The Board of Directors has no reason to believe any nominee would be unable or unwilling to serve if elected. In the event a nominee is unable to serve, the persons designated as proxyholders for the company will vote for the remaining nominees and for such other persons the Board of Directors may nominate. A director is elected if a majority of the votes cast with respect to the director are voted “FOR.” However, if the number of nominees exceeds the number of directors to be elected, a director is elected by the affirmative vote of a plurality of the votes cast. Votes cast shall include votes for or against a director. An abstention shall not count as a vote cast with respect to a director. If a majority fails to reelect an incumbent director when a majority vote is required, he or she shall continue to serve until the next annual meeting and until his or her successor is duly elected; or until the Board of Directors accepts his or her resignation, which the director must tender, or removes him or her, if earlier. If the Board of Directors accepts an incumbent director’s resignation, or if a non-incumbent nominee for director is not elected, the Board of Directors, in its sole discretion, may fill any resulting vacancy, or may decrease the size of the Board of Directors, in each case pursuant to the provisions of Sections 1 and 2 of Article II of the company’s by-laws. 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 57 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 52 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 and Information Officer and a member of the Partners Committee at Eurazeo, since 2024. She joined Eurazeo in April 2021, and prior to her current role served as its Chief Digital Officer. 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 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 63 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.

  2. Vote Tabulation; Voting Results

    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. Michael A. Kelly is 68 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 Nominating and Corporate Governance Committee and a member 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 65 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., 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 59 years old and has been a director since July 2024. He serves on the Audit 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. Wolfgang Wienand is 53 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. 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.

  3. Vote Tabulation; Voting Results

    | ✓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 |

  4. Director Nominee Diversity

    Director Nominee Diversity

  5. Director Nominee Diversity

    | Mettler-Toledo International Inc. | 14 | 2025 Proxy Statement |

  6. Director Nominee Diversity

    METTLER TOLEDO Board of Directors 2025 Diversity Matrix:

  7. Director Nominee Diversity

    | | Diggelmann | Doat-Le Bigot | Finney | Kelly | Salice | Shepherd | Wienand | Zhang | Average | | Age | 57 | 52 | 63 | 68 | 65 | 59 | 53 | 52 | 59 | | Tenure (years)* | 3 | 5 | 7 | 17 | 27 | <1 | 1 | 2 | 8 | | Gender | | | | | | | | | | | Female | | • | • | | | | | • | | | Male | • | | | • | • | • | • | | | | Race/Ethnicity | | | | | | | | | | | White | • | • | • | • | • | • | • | | | | Non-White | | | | | | | | • | | | Committee Member | | | | | | | | | | | Audit | | | • | • | | • | | | | | Nominating | | • | | | • | | | • | | | Compensation | | | | • | • | | • | | | | Independent | • | • | • | • | • | • | • | • | |

  8. Director Nominee Diversity

    *Tenure rounded to nearest whole number. Independence of the Board The board uses the following criteria in evaluating independence: (i) independence under the rules of the New York Stock Exchange; and (ii) no relationships with the company (other than as a director or shareholder) or only immaterial relationships. The independence criteria are contained in the company’s corporate governance guidelines. The board solicits information from directors as to any relationship the director or his/her immediate family member has with the company that might affect the director’s independence. The Board of Directors has determined that the following types of relationships are categorically immaterial: ◼Commercial business relationships where METTLER TOLEDO buys from or sells to companies where directors serve as employees, or where their immediate family members serve as executive officers, and where the annual purchases or sales are less than the greater of $1 million or 2% of either company’s consolidated gross revenues. In light of these criteria, the board has determined that all nominees for director are independent. Executive Sessions of Directors The board schedules regular executive sessions, typically as part of each board meeting, and company management is not present during these executive sessions. As appropriate, the Board Chair or the Lead Director leads the executive sessions. Director Attendance at Board Meetings and the Annual Meeting The board expects that its members will attend all meetings of the board and the annual meeting of shareholders. The Board of Directors met four times in 2024. Each director attended 100% of all board and committee meetings for which the director was a member, except for Mr. Richard Francis, who was unable to attend the July 2024 Board meeting due to a critical scheduling conflict in his role as CEO of Teva Pharmaceutical Industries Ltd. Mr. Francis attended 88% of all required board and committee meetings for which he was a member, including attending all five Compensation Committee meetings during 2024. Due to his CEO obligations, the Board of Directors has agreed that Mr. Francis will not be standing for re-election to the Board of Directors at the May 2025 Annual Meeting of Shareholders. All directors, except Mr. Shepherd, who was not yet a director, attended the 2024 annual meeting of shareholders. Policy Limiting Director Service on Other Public Company Boards; Director Resignation The board has adopted a policy that directors may not serve on more than four public company boards. The board also has a policy that directors will offer their resignation upon a change in professional position or in circumstances that might affect a director’s ability to serve on the board. In such circumstances, the Nominating & Corporate Governance Committee takes the lead on determining the appropriate course of action.

  9. Director Nominee Diversity

    | Mettler-Toledo International Inc. | 15 | 2025 Proxy Statement |

  10. Director Nominee Diversity

    Director Competencies; Self-Evaluation; Board Refreshment; Director Retirement Policy The board has developed the skills and experience competency matrix described above to identify relevant skills and help determine to what extent directors possess needed skills. Each year, the board conducts a self-evaluation in which each individual director completes a self-evaluation with respect to the board and its committees. The Board Chair then holds an individual discussion with each director. The full board then reviews the consolidated results of the self-evaluation. The board recognizes the importance of periodic board refreshment and maintains an appropriate balance of age, tenure, diversity, experience, and perspectives on the board. As a result, the Board of Directors has adopted a policy pursuant to which directors will not stand for re-election at the annual meeting that follows their 72nd birthday. Fifty percent of the board has been refreshed in recent years. Director Share Ownership The company’s equity ownership guidelines call for non-employee directors to hold company shares with a value equal to five times their cash retainer within five years of their appointment to the board. All directors currently comply with the ownership guidelines. Additional information provided in the Compensation Discussion and Analysis–Equity Ownership Guidelines, applies to director share ownership. Contacting the Board of Directors Interested parties, including shareholders, may contact the Board of Directors, the Board Chair, or Lead Director individually, or the directors as a group via: EMAIL to LeadDirector@mt.com; or REGULAR MAIL to Mettler-Toledo International Inc., 1900 Polaris Parkway, Columbus, Ohio 43240, Attention: Lead Director. 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 2024 director compensation:

  11. Director Nominee Diversity

    | Annual cash retainer | $82,500 | | 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 | $11,500 | | ◼Compensation | $9,250 | | ◼Nominating & Corporate Governance | $7,000 | | Committee Chair fees: | | | ◼Audit | $25,000 | | ◼Compensation | $21,250 | | ◼Nominating & Corporate Governance | $13,750 |

  12. Director Nominee Diversity

    As Board Chair, in 2024 Mr. Diggelmann received an annual cash retainer, a grant of stock options, and a grant of stock. For 2024, his annual cash retainer was $215,528, reflecting his service as a director from January 1, 2024 to May 8, 2024, and his service as Board Chair beginning thereafter. His grants of stock options and stock, each awarded in November 2024, each have grant date approximate values of $215,000. 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

  13. Director Nominee Diversity

    | Mettler-Toledo International Inc. | 16 | 2025 Proxy Statement |

  14. Director Nominee Diversity

    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 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; 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. Diggelmann’s scope of duties and responsibilities. Actual amounts paid to each director with respect to 2024 are set out in the following table.

  15. 2024 Director Compensation

    2024 Director Compensation

  16. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | Total | | Roland Diggelmann | $222,966 | $214,365 | $214,748 | $652,079 | | Domitille Doat-Le Bigot | 89,500 | 89,529 | 90,055 | 269,084 | | Elisha W. Finney | 107,500 | 89,529 | 90,055 | 287,084 | | Richard Francis | 91,750 | 89,529 | 90,055 | 271,334 | | Michael A. Kelly | 103,250 | 89,529 | 90,055 | 282,834 | | Thomas P. Salice | 117,500 | 129,880 | 90,055 | 337,435 | | Brian Shepherd | 42,500 | 89,529 | 90,055 | 222,084 | | Robert F. Spoerry | 108,462 | 0 | 0 | 108,462 | | Wolfgang Wienand | 91,000 | 89,529 | 90,055 | 270,584 | | Ingrid Zhang | 89,500 | 89,529 | 90,055 | 269,084 |

  17. 2024 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, 2024. 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.

  18. 2024 Director Compensation

    | Mettler-Toledo International Inc. | 17 | 2025 Proxy Statement |

  19. 2024 Director Compensation

    At December 31, 2024, each director held stock options (vested and unvested) with respect to the following number of shares:

  20. 2024 Director Compensation

    | | Stock Options (#) | | Roland Diggelmann | 908 | | Domitille Doat-Le Bigot | 1,194 | | Elisha W. Finney | 2,126 | | Richard Francis | 3,434 | | Michael A. Kelly | 4,496 | | Thomas P. Salice | 4,496 | | Brian Shepherd | 182 | | Robert F. Spoerry | 13,483 | | Wolfgang Wienand | 432 | | Ingrid Zhang | 572 |

  21. 2024 Director Compensation

    | Mettler-Toledo International Inc. | 18 | 2025 Proxy Statement |

  22. 2024 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.

  23. 2024 Director Compensation

    | Name | Audit(1) | Compensation(2) | Nominating & Corporate Governance(3) | | 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 | | Wolfgang Wienand | X | | | | Ingrid Zhang | | | X | | Total meetings in 2024 | 4 | 5 | 4 |

  24. 2024 Director Compensation

    (1)Ms. Finney and Dr. Wienand 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. Mr. Diggelmann served on the Audit Committee until May 9, 2024. The Board of Directors appointed Dr. Wienand to the Audit Committee effective May 9, 2024, and effective February 6, 2025, he is no longer a member of the Audit Committee. The Board of Directors appointed Mr. Shepherd to the Audit Committee, effective January 1, 2025. Our Chief Financial Officer, Board Chair, Chief Executive Officer, Head of Internal Audit, and Chief Legal Officer 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 served on the Compensation Committee until May 9, 2024. The Board of Directors appointed Dr. Wienand to the Compensation Committee, effective January 1, 2025. (3)All Nominating & Corporate Governance Committee members are independent.

  25. 2024 Director Compensation

    | Mettler-Toledo International Inc. | 19 | 2025 Proxy Statement |

  26. 2024 Director Compensation

    Committee Charters Each committee of the Board of Directors has a written charter setting forth the responsibilities of the committee in detail. The charters are reviewed annually and updated as necessary to comply with relevant regulations. The committee charters can be found on the company’s website at www.mt.com under “About Us / Investor Relations / Corporate Governance” and are available free of charge in print to any shareholder who requests them. The primary functions of the committees are as follows:

  27. 2024 Director Compensation

    | Audit | Compensation | Nominating & Corporate Governance | | ◼Oversees the accounting and financial reporting process of the company | ◼Discharges the responsibilities of the company’s Board of Directors relating to compensation of the company’s executives | ◼Identifies, screens, and recommends qualified candidates to serve as directors of the company | | ◼Assists with board oversight of the integrity of the company’s consolidated financial statements, and the sufficiency of the independent registered public accounting firm’s review of the company’s consolidated financial statements | ◼Reviews and monitors compensation arrangements so that the company continues to retain, attract, and motivate quality employees | ◼Develops and recommends to the board corporate governance guidelines applicable to the company | | ◼Assists with board oversight of the performance of the company’s internal audit function | ◼Reviews an annual report on executive compensation for inclusion in the company’s proxy statement | ◼Advises the board on the structure and membership of committees of the board | | ◼Oversees the appointment, engagement, and performance of the company’s independent registered public accounting firm | ◼Reviews the Compensation Discussion and Analysis included in the company’s proxy statement | ◼Reviews and evaluates polices, practices, and initiatives of the board and the company (in the board’s oversight role, for the latter), with respect to certain ESG topics, including diversity, equity, and inclusion objectives | | ◼Assists with board oversight of the company’s compliance with legal and regulatory requirements, and of the enterprise risk assessment, which addresses topics, among others, such as those related to ESG and cybersecurity | ◼Reviews and monitors the compensation of senior management, such as the annual cash incentive program, which includes performance targets related to ESG | ◼Leads the board in its annual review of the board’s performance |

  28. 2024 Director Compensation

    | Mettler-Toledo International Inc. | 20 | 2025 Proxy Statement |

  29. 2024 Director Compensation

    Audit Committee Report The Audit Committee assists the board in overseeing the accounting and financial reporting processes of the company and audits of the consolidated financial statements of the company. The Audit Committee operates pursuant to a written charter, a copy of which can be found on the company’s website at www.mt.com under “About Us / Investor Relations / Corporate Governance.” In discharging its oversight role, the Audit Committee discussed the audited consolidated financial statements contained in the 2024 annual report separately with the company’s independent registered public accounting firm and the company’s management and reviewed the company’s internal controls and financial reporting. The company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (PwC), is responsible for auditing the company’s consolidated financial statements as well as the company’s internal control over financial reporting. PwC issues an integrated audit report that includes opinions as to (1) whether the consolidated financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows of the company and its subsidiaries in accordance with accounting principles generally accepted in the United States of America, and (2) whether the company maintained, in all material respects, effective internal control over financial reporting. Audited Consolidated Financial Statements In reviewing the company’s audited consolidated financial statements with PwC, the Audit Committee discussed the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, including Auditing Standard Section 1301, and the Securities and Exchange Commission, as amended, and other matters including, without limitation: ◼Understanding the terms of the audit, including the objectives of the audit and the related responsibilities of both PwC and management; ◼PwC’s responsibilities under PCAOB Standards and related rules, including the nature, scope, and results of their audits; ◼The written disclosures and confirming letter from PwC regarding their independence required under relevant Public Company Accounting Oversight Board rules; ◼Certain matters regarding the company’s accounting policies, practices, and critical accounting estimates; ◼The auditor’s evaluation of the quality of the company’s financial reporting; ◼Information related to significant unusual transactions, as applicable, including the business rationale for such transactions; ◼An overview of the overall audit strategy, including timing of the audit, significant risks the auditor identified, and significant changes to the planned audit strategy or identified risks; ◼Any material weaknesses or significant deficiencies in internal controls over financial reporting; and ◼The extent of any significant accounting adjustments. In reviewing the company’s audited consolidated financial statements with the company’s management, the Audit Committee discussed several of the same topics listed above with management, including, without limitation, the process used by management in formulating accounting estimates and the reasonableness of those estimates. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the board approved, that the audited consolidated financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2024.

  30. 2024 Director Compensation

    | Mettler-Toledo International Inc. | 21 | 2025 Proxy Statement |

  31. 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) |

  32. 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.

  33. Our Executive Compensation Program Follows Best Practices

    ◼Our short-term incentives include ESG targets. ◼We have an executive compensation clawback policy to ensure that amounts are not erroneously awarded. ◼We maintain executive share ownership guidelines that align executives’ interests with shareholders’. ◼We have a policy related to the hedging and pledging of company securities by the board and the company’s executives officers. ◼We responsibly manage the use of equity compensation. Results of 2024 Say-on-Pay Vote In establishing executive compensation policies the Compensation Committee considers, among other things, the results of the Advisory Vote to Approve Executive Compensation from the prior year’s Annual Meeting of Shareholders. The result of last year’s advisory vote was positive with 84% of votes cast in favor of the company’s compensation of its named executive officers. Our Executive Compensation is Aligned with Performance In the 20-year period ending December 31, 2024, the company’s total return to shareholders has been 2,285%, compared with 618% for the S&P 500. Based on the quality of leadership of the management team, and the overall performance of the company, the committee believes management’s compensation is appropriate. Key Components of 2024 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 2024 was 104%, resulting in incentive payments of between 72% and 52% of base salary. ◼Long-Term Incentives – The total value of equity granted to Mr. Kaltenbach in 2024 decreased 34% compared to 2023, due to a one-time grant he received in November 2023, in addition to his regular equity grant in November 2023. The total value of equity granted to the other named executive officers increased by between 1% and 4%.

  34. DISCUSSION & ANALYSIS

    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:

  35. 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 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 “2024 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.

  36. Annual Cash Incentive

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  37. 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% |

  38. 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%.

  39. Annual Cash Incentive

    | 2024 Threshold, Target, Maximum, and Actual Performance | | | | | | 2024 Performance Targets | Threshold | Target | Maximum | Actual | | Adjusted Non-GAAP Earnings Per Share(1) | $39.43 | $40.67 | $44.39 | $41.11 | | Net Cash Flow(2) | $999.2 million | $1,053.2 million | $1,215.2 million | $1,093.9 million | | Group Sales (at budgeted currency rates) | $3,809.0 million | $3,887.5 million | $4,123.0 million | $3,905.1 million |

  40. Annual Cash Incentive

    (1)Excludes purchased intangible amortization (net of tax) of $20.1 million, restructuring charges (net of tax) of $16.0 million, 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. (2)Represents cash flow from operations before tax payments less capital expenditures and restructuring payments. Also excludes deviations for facility expansion capital expenditures versus target. The 2024 weighted performance relative to targets resulted in the following incentive payments as a percent of base salary under the POBS Plus plan for 2024 for each named executive officer:

  41. Annual Cash Incentive

    | Mr. Kaltenbach | 72% | | Mr. Vadala | 67% | | Mr. de La Guéronnière | 68% | | Mr. Keller | 65% | | Mr. Wong | 52% |

  42. 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.

  43. Long-Term Incentives

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  44. Long-Term Incentives

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

  45. 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% |

  46. 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. With respect to the named executive officers in 2024, 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):

  47. Long-Term Incentives

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

  48. 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. 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 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 2024, (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.

  49. Long-Term Incentives

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  50. Long-Term Incentives

    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:

  51. Long-Term Incentives

    | 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 |

  52. Long-Term Incentives

    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. Clawback Policy The board believes it is good corporate governance and in the interests of shareholders to have a recoupment or “clawback” policy concerning incentive-based compensation, specifically with regard to any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a “financial reporting measure” (as such term is defined by the applicable rules or standards of the New York Stock Exchange). As a matter of basic fairness, the board wishes to correct for errors in the event of certain accounting restatements affecting incentive-based compensation to ensure that amounts are not erroneously awarded. The board has adopted a clawback policy that complies with the requirements of Section 303A.14 of the New York Stock Exchange Listed Company Manual. The clawback policy applies to all executive officers and certain other individuals. In the event the company is required to prepare an accounting restatement of its financial statements due to the material noncompliance of the company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the board shall require reimbursement or forfeiture of any excess incentive-based compensation received by any applicable employee during the three (3) completed fiscal years immediately preceding the date on which the company is required to prepare an accounting restatement. The full clawback policy is included as Exhibit 97 to the company’s Form 10-K for the fiscal year ending December 31, 2024. At no time during or after the last completed fiscal year, which ended December 31, 2024, was the company required to prepare an accounting restatement or required to recover erroneously awarded compensation pursuant to the company’s clawback policy. There are no outstanding balances as of December 31, 2024, of erroneously awarded compensation to be recovered from the application of the company’s clawback policy to a prior restatement. Company Equity Hedging and Pledging Policy The board and the company’s executive officers, and their designees, are prohibited from any transaction hedging the ownership of company securities, including trading in publicly-traded options, puts, calls, or other derivative instruments that are directly related to company securities, and are also generally restricted from transactions pledging ownership of company securities. This policy does not apply to employees who are not executive officers. Insider Trading Policy and Procedures The company has adopted insider trading policies governing the purchase, sale, and other dispositions of the company’s securities that apply to all company personnel, including directors, officers, and employees. The company also follows procedures for the repurchase of its securities, which procedures subject the company itself to its insider trading policies. The company believes that its insider trading policies and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the New York Stock Exchange. Copies of the company’s insider trading policies are filed as Exhibits 19.1 and 19.2 to company’s Form 10-K for the fiscal year ending December 31, 2024.

  53. Long-Term Incentives

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  54. Long-Term Incentives

    Share Purchase Plan Under the Share Purchase Plan, executive officers may purchase company shares using all or a portion of their cash incentive payable under the POBS Plus plan, subject to approval of the Compensation Committee. The issue price for shares under the plan will be equal to the New York Stock Exchange closing price on the date of issuance, which occurs on or shortly before March 15 of each year. All shares issued pursuant to the plan are restricted for a period of five years from the date of issuance, during which time they may not be sold, assigned, transferred, or otherwise disposed of, nor may they be pledged or otherwise hypothecated, except in the case of death or disability. Tax Equalization Agreements The company is a party to tax equalization agreements with Messrs. Kaltenbach and Keller, who are non-U.S. citizens and non-U.S. residents who pay income tax on their earnings in Switzerland. The individuals do not receive any cash benefit from the agreements, the principle of which is to leave the employee in exactly the same position (i.e., no better and no worse off) as if they had not become subject to U.S. Taxation on a portion of their income. Under the tax equalization agreements, the company has agreed to pay taxes borne by these executives in respect of incremental taxation being due in the United States by virtue of their work for the company there. Because the individuals are left no better and no worse off than had they not become subject to U.S. Taxation, the Compensation Committee does not believe it is appropriate to take into account the U.S. Taxes paid by the company under the tax equalization agreements when determining the employees’ compensation each year. In cases where the individual’s Swiss taxes are lower as a result of the company having paid these U.S. Tax amounts, the individual must make a payment to the company under the tax equalization agreement. 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 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 2024, including the one-time equity grant described in the Compensation Program Elements – Long-Term Incentives section above, was $6,817,569, as disclosed in the Summary Compensation Table below. Our median employee’s annual total compensation, calculated consistent with Summary Compensation Table rules, for 2024 was $45,374. Accordingly, the ratio of our CEO’s pay to our median employee is 150:1. 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, 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 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.

  55. Long-Term Incentives

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  56. EXECUTIVE COMPENSATION TABLES

    | 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) President and Chief Executive Officer | 2024 | 1,062,138 | 1,526,729 | 3,055,452 | 764,739 | 408,511 | 6,817,569 | | | 2023 | 1,022,379 | 2,468,360 | 4,436,956 | 158,469 | 361,364 | 8,447,528 | | | 2022 | 965,580 | 1,414,265 | 2,826,089 | 726,599 | 442,497 | 6,375,030 | | Shawn P. Vadala Chief Financial Officer | 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 | | | 2022 | 428,000 | 469,612 | 939,792 | 304,328 | 29,525 | 2,171,257 | | Marc de La Guéronnière Head of EU and NA | 2024 | 290,792 | 372,739 | 747,163 | 199,184 | 71,479 | 1,681,357 | | | 2023 | 284,165 | 369,582 | 740,757 | 91,611 | 67,610 | 1,553,725 | | | 2022 | 275,076 | 366,460 | 733,933 | 208,751 | 63,509 | 1,647,729 | | Gerhard Keller Head of Process Analytics | 2024 | 367,772 | 176,560 | 353,789 | 238,757 | 203,475 | 1,340,353 | | | 2023 | 361,240 | 169,897 | 339,431 | 37,624 | 173,872 | 1,082,064 | | | 2022 | 353,147 | 168,300 | 335,640 | 205,282 | 8,373 | 1,070,742 | | Richard Wong Head of Asia and Pacific | 2024 | 401,856 | 181,176 | 361,211 | 209,712 | 32,831 | 1,186,786 | | | 2023 | 389,789 | 175,414 | 349,414 | 57,831 | 58,205 | 1,030,653 | | | 2022 | 378,657 | 168,300 | 335,640 | 264,924 | 33,136 | 1,180,657 |

  57. EXECUTIVE COMPENSATION TABLES

    | | | | | | 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 | | | | | | | | 2024 | 6,817,569 | n.a. | 6,397,014 | n.a. | 1,627,851 | 1,704,314 | 154.26 | 142.48 | 863,140 | 41.11 | | 2023 | 8,447,528 | n.a. | 4,581,201 | n.a. | 1,423,378 | 294,637 | 152.90 | 143.26 | 788,778 | 38.26 | | 2022 | 6,375,030 | n.a. | 4,534,812 | n.a. | 1,517,596 | 1,147,798 | 182.21 | 151.89 | 872,502 | 39.39 | | 2021 | 11,902,592 | 775,132 | 15,659,236 | 17,160,907 | 1,935,296 | 4,269,246 | 213.95 | 194.02 | 768,985 | 33.61 | | 2020 | n.a. | 6,462,318 | n.a. | 17,936,075 | 1,725,506 | 3,155,374 | 143.67 | 139.58 | 602,739 | 25.57 |

  58. EXECUTIVE COMPENSATION TABLES

    | (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 |

  59. 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 five-year period between January 1, 2020 and December 31, 2024, 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.

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

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  61. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  62. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  63. Compensation Actually Paid and Net Income

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

    Compensation Actually Paid and Adjusted non-GAAP Earnings Per Share