UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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METTLER-TOLEDO INTERNATIONAL INC.
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Proxy Statement for the Annual Meeting of Shareholders 2024 Mettler-Toledo International Inc. |
Mettler-Toledo International Inc. | 1 | 2024 Proxy Statement |
Mettler-Toledo International Inc. | ||
Im Langacher 44 | 1900 Polaris Parkway |
March 19, 2024
March 15, 2023
Dear Fellow Shareholder:
You are cordially invited to attend the 20232024 Annual Meeting of Shareholders of Mettler-Toledo International Inc. to be held on Thursday, May 4, 2023,9, 2024, at 8:00 a.m. Please see the Secretary’s notice of the meeting and the proxy statement which appear on the following pages for more details and a description of the matters to be acted upon at the meeting.
We have distributed a Notice of Internet Availability of Proxy Materials instead of delivering paper copies to shareholders who have elected to receive such notice. The notice provides information about accessing the proxy materials online and describes the voting methods available to all shareholders. Shareholders receiving the notice will also have the opportunity to request a paper copy of the proxy materials through the instructions provided. Any shareholders that do not receive the notice will receive a paper copy of all proxy materials through the mail. To change the way you receive proxy statements in the future please make a request in the appropriate space on the proxy card.
Please sign and return your proxy as soon as possible so that your vote will be counted. You may also vote over the Internet or by telephone by following the instructions on your proxy card.
Sincerely yours, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TABLE OF CONTENTS
Mettler-Toledo International Inc. Notice to Shareholders of Annual Meeting
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 9, 2024: Whether or not you plan to attend this Annual Meeting, please complete the enclosed proxy card and promptly return it in the accompanying envelope. You may also vote over the Internet or by telephone by following the instructions on your proxy card. This proxy statement is furnished in connection with the solicitation of proxies by Mettler-Toledo International Inc. on behalf of the Board of Directors for the
About the Meeting and Voting Proposals to be Voted on Shareholders will vote on the following proposals at the meeting. The board has not received proper notice of, and is not aware of, any additional business to be transacted at the meeting other than as indicated below.
We know of no other matter to be brought before the annual meeting. If other matters requiring a vote of the shareholders come before the meeting, it is the intention of the persons named in the proxy to vote the proxies with respect to those matters in accordance with their reasonable judgment. Shareholders Entitled to Vote Each share of common stock outstanding as of the close of business on March A quorum needs to be present at the meeting in order to hold the meeting. A quorum is a majority of the company’s outstanding shares of common stock as of the record date. Your shares are counted as present at the meeting if you attend the meeting and vote in person, vote by Internet, vote by telephone, or properly return a proxy card by mail. If you do not provide a proxy or vote the shares yourself, your shares will not be voted. Proxies that are signed and returned but do not contain instructions will be voted “FOR” proposals one, two, and How to Vote BY PROXY — You may vote your shares by proxy. If you vote your shares by proxy, you are legally designating another person to vote your shares in accordance with your instructions. To vote by proxy, complete, sign, and return the enclosed proxy card by mail as described on your proxy card. Alternatively, you may vote over the Internet or by telephone by following the instructions on your proxy card. AT THE MEETING — You may vote your shares by attending the meeting and voting your shares in person. The meeting is being held at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP at the address indicated in the Notice to Shareholders. Even if you plan to attend the meeting, we encourage you to vote your shares by proxy. This will enable us to receive votes in advance of the meeting to ensure that a quorum is present for the meeting. If you vote by proxy and subsequently decide to change your vote, you may revoke your proxy at any time before the polls close at the meeting. However, you may only do this by signing another proxy with a later date, completing a written notice of revocation and returning it to the address on the proxy card before the meeting, or voting in person at the meeting. Vote Tabulation; Voting Results The company appoints an independent inspector of election, who also tabulates the voting results. The meeting’s voting results will be disclosed promptly following the meeting in a Form 8-K filed with the Securities and Exchange Commission.
Abstentions and Broker Non-Votes Abstentions and “broker non-votes” will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the meeting. However, abstentions and “broker non-votes” do not constitute a vote “for” or “against” any matter and thus will be disregarded in any calculation of votes cast, but will have the effect of a negative vote if an item requires the approval of a majority of a quorum or of a specified proportion of all issued and outstanding shares. Brokers holding shares of record for customers are generally not entitled to vote on “non-routine” matters unless they receive voting instructions from their customers. A “broker non-vote” occurs when a broker does not receive such instructions. The only routine matter presented to the shareholders at the annual meeting is the ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm. As a result, if you do not vote your shares, your broker has the authority to vote on your behalf with respect to that proposal but not on any other matter presented to shareholders.
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 Diggelmannis 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 Bigotis 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. Finneyis 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.
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 Francisis 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 Michael A. Kellyis 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. Saliceis 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.
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
our business. Ingrid Zhangis Ms. Zhang is a very accomplished business leader and brings extensive knowledge from The Board of Directors recommends that you vote FORthe election of each
Board of Directors—General Information 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, 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, 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:
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.
Responsibility of the Board of Directors in Risk Oversight Generally The Board of Directors plays a critical role in the oversight of risks, such as those related to Environmental, Social, and Governance (“ESG”) topics and cybersecurity. The board is involved in the oversight of the company’s risk management process, as follows. Each year, under the direction and supervision of the company’s Chief Financial Officer, the company conducts a comprehensive enterprise risk assessment, which includes details of the company’s management of enterprise-wide risk topics, The company operates an ethics and compliance program to reinforce performance with integrity and compliance with the company’s code of conduct and relevant laws and regulation. As part of the board’s risk oversight responsibilities, the company provides a comprehensive update to the board on an annual basis on the ethics and compliance program and presents an annual certification update to the Audit Committee on business ethics and compliance. The company’s code of conduct governs all actions of the company’s Board of Directors, executive officers, and employees. The board did not approve any waiver of the code of conduct by an executive officer or director in In its risk oversight role, the board also oversees the company’s management of its cybersecurity program. The company provides a comprehensive update to the board on cybersecurity (and other important information security topics) at least annually and also as part of the annual enterprise risk assessment described above. The company also provides the board additional updates on cybersecurity topics, as relevant. Additionally, all employees must complete quarterly online training on cybersecurity and other information security topics. Domitille Doat-Le Bigot provides valuable expertise and insights related to cybersecurity in her role on the Board of Directors. In her current role as Chief Digital Officer of Eurazeo, Ms. Doat-Le Bigot has oversight of cybersecurity matters, including management of a team responsible for IT and cyber-related topics such as SOC implementations, training, audits, remediation plans, insurance, and infrastructure investment. Ms. Doat-Le Bigot also has deep knowledge with regard to ISO 27001 certifications. She has earned a professional certificate in cybersecurity from IBM, which requires annual re-certifications. Ms. Doat-Le Bigot also is a The company also operates a sustainability program, GreenMT, which is described in more detail in the following section on the Responsibility of the Board of Directors in Risk Oversight Related to ESG Topics. The Board of Directors is knowledgeable about the content and operation of each of the above-described company programs so as to exercise reasonable oversight regarding the implementation and effectiveness of these programs. Responsibility of the Board of Directors in Risk Oversight Related to Environmental, Social, and Governance Topics The company operates a sustainability program, GreenMT, which seeks to keep its operations sustainable over the long-term, help customers to be sustainable in their businesses, promote global best practices within its supply chain, attract, develop and retain the best employees, and The Board of Directors exercises oversight of the company’s management of ESG matters, and
Given the importance of ESG topics, oversight responsibility of the company’s ESG strategy rests with the full board and is not delegated to a committee. The CEO and members of senior management have direct responsibilities related to ESG matters. The structure of board and senior management oversight of ESG topics at the company is set forth below:
Each of the three board committees has various responsibilities to assist the board in its ESG oversight role, as follows: ◼The Compensation Committee assists the board in reviewing and monitoring the compensation of senior management, such as the annual cash incentive program, which includes comprehensive and specific performance targets related to important ESG topics. For more information, please see the Compensation Discussion and Analysis, in the section titled Compensation Program Elements – Annual Cash Incentive. ◼The Audit Committee assists the board with oversight of the company’s performance of the enterprise risk assessment, including the company’s management and mitigation of potential risks, such as those related to ESG topics. For example, the Audit Committee oversees Internal Audit’s review of data and processes related to the company’s emission reduction targets. ◼The Nominating & Corporate Governance Committee assists the board in reviewing and evaluating policies, practices, and initiatives of the board and the company (in the board’s oversight role, for the latter), with respect to certain ESG initiatives, including diversity, equity, and inclusion objectives.
Compensation-Related Risk Management and the Compensation Committee have evaluated the company’s compensation programs generally at different levels throughout the organization. Among other things, we considered that for executives who have the largest potential incentive compensation, a significant portion of total compensation is comprised of stock options that vest over five years and have a ten-year life, which drives emphasis on long-term performance. We also considered the applicability of the various situations described in Item 402(s) of Regulation S-K. We concluded from our evaluation that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the company. Related Party Transactions During Board Composition; Director Qualifications Our company employs people of more than 100 nationalities, reflecting the global diversity of our business. We sell our products in more than 140 countries, and we have a direct presence in approximately 40 countries. We have representation on our board from several different countries located within Members of the Board of Directors must demonstrate integrity, dedication, reliability, knowledge of corporate affairs, a general understanding of the company’s business, and an ability to work well together, and represent a diverse array of skills, experiences, expertise, industry knowledge, perspectives, and characteristics (such as, and including but not limited to, gender, race/ethnicity, age, geographic location, and nationality). We provide additional details in the Director Qualifications section of our corporate governance guidelines available at www.mt.com under “About Us / Investor Relations / Corporate Governance.” The Nominating & Corporate Governance Committee evaluates current and prospective directors according to a skills and experience competency matrix to ensure that the board has an appropriate mix of relevant skills and experience. The matrix includes criteria relating to categories such as executive management expertise, industry-specific know-how, strategic thinking (including M&A), international/ regional experiences, technology and product development (hardware and software), digital expertise, IT expertise, financial expertise, sales/marketing expertise, service expertise, HR expertise, gender diversity, race/ethnicity diversity, and expertise in legal, regulatory, compliance, and corporate governance. The members of our board provide valuable insights and perspectives given their different areas of expertise, which they have gained from each of their diverse backgrounds and experiences as more fully described in the Qualifications of Director Nominees section of this Proxy Statement. The Nominating & Corporate Governance Committee evaluates each board member against the criteria in the skills and experience competency matrix. The Nominating & Corporate Governance Committee uses this information, including when they identify potential gaps, to help inform profiles for new director searches. Among other important criteria, the Nominating & Corporate Governance Committee
Board Diversity Our Board of Directors is committed to periodically reviewing its composition to ensure that a variety of skills, experience, diversity, and tenure are represented. As previously set forth herein, our Board of Directors believes each director contributes to the overall diversity of the board by providing a diverse array of skills, experiences, expertise, industry knowledge, perspectives, and characteristics (such as, and including but not limited to, gender, race/ethnicity, age, geographic location, and nationality). Director Nominee Diversity
METTLER TOLEDO Board of Directors 2024 Diversity Matrix:
*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: ◼
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 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 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
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 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
As Board Chair, in 2023 Mr. Spoerry Mr. Spoerry’s 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 ◼
◼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 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.
At December 31, 2023, each director held stock options (vested and unvested) with respect to the following number of shares:
Wolfgang Wienand 250 390 (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. Mettler-Toledo International Inc. 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. Name Audit(1) Compensation(2) Nominating & Corporate 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 (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. 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: Audit Compensation Nominating & ◼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 Mettler-Toledo International Inc. 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 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: ◼ ◼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, 2023. Mettler-Toledo International Inc. Independent Registered Public Accounting Firm Fees Audit Fees Audit-Related Tax Fees All Other Fees 2023 $4,335,400 $123,500 $393,400 $2,000 2022 $3,753,900 $ 40,000 $176,300 $5,900 Audit Fees—Represents fees for (i) the audit of the annual consolidated financial statements and internal control over financial reporting, (ii) review of consolidated financial statements included in quarterly reports on Form 10-Q, and (iii) audit services provided in connection with statutory audits and certain regulatory filings. Audit-Related Fees—For Tax Fees—Represents fees for tax consultation and compliance-related services. Other Fees—Represents fees for software licenses for technical financial accounting and reporting application. The Audit Committee has determined that PwC’s provision of the services included in the categories “Audit-Related Fees,” “Tax Fees,” and “Other Fees” is compatible with PwC maintaining its independence. All non-audit services were approved in advance by the Audit Committee pursuant to the procedures described below. Audit Committee Approval of Non-Audit Services The Audit Committee approves all non-audit services PwC provides in accordance with the following framework: ◼ ◼On a quarterly basis, PwC reports all non-audit services approved during the most recent quarterly period. ◼The Audit Committee reviews all non-audit fees at least annually. The independent registered public accounting firm ensures that all audit and non-audit services provided to the company have been approved by the Audit Committee. Each year, the company’s management and the independent registered public accounting firm confirm to the Audit Committee that every non-audit service being proposed is permissible. Independent Registered Public Accounting Firm for The Audit Committee has appointed PwC as the company’s independent registered public accounting firm to audit and report on the company’s consolidated financial statements and internal control over financial reporting for the Respectfully submitted by the members of the Audit Committee: Elisha W. Finney, Chair Mettler-Toledo International Inc. PROPOSAL 2 Ratification of Independent Registered Public Accounting Firm You are being asked to ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm. The Audit Committee has appointed PwC, independent public accountants, to audit and report on the company’s consolidated financial statements for the fiscal year ending December 31, Auditor Attendance at Annual Meeting Limitation on Amount of Audit Fees We have no existing direct or indirect understandings or agreements with PwC that place a limit on current or future years’ audit fees. Please see the Audit Committee Report above for further details concerning PwC’s fees. The Board of Directors recommends that you vote FORratification of the appointment Mettler-Toledo International Inc. Nominating & Corporate Governance Committee Report The Nominating & Corporate Governance Committee assists the board in identifying and recommending individuals to be nominated for election to the Board of Directors by shareholders. The committee is responsible for advising the board on the structure and membership of committees of the board as well as developing corporate governance guidelines applicable to the operation of the company. The Nominating & Corporate Governance 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.” We describe below the committee’s process to nominate directors to the board, the committee’s adoption of additional corporate governance best practices, and the committee’s engagement in other activities in Director Nomination Process The Board of Directors should be composed of successful individuals who demonstrate integrity, dedication, reliability, knowledge of corporate affairs, a general understanding of the company’s business, and an ability to work well together, and represent a diverse array of skills, experiences, expertise, industry knowledge, perspectives, and characteristics (such as, and including but not limited to, gender, race/ethnicity, age, geographic location, and nationality). Longer-term board succession will also be considered, taking into account the demographics of respective board members. The Nominating & Corporate Governance Committee evaluates current and prospective directors according to a skills and experience competency matrix (described under Board of Directors – General Information – Board Composition; Director Qualifications) to ensure that the Board has an appropriate mix of relevant skills and experience. 2.Candidates’ names may be suggested by any of the Nominating & Corporate Governance Committee or other board members, or by third parties engaged for that purpose by the Committee, or by shareholders pursuant to applicable rules and regulations. 3.The Nominating & Corporate Governance Committee will receive all candidates’ names. The Nominating & Corporate Governance Committee will assess candidates who meet the specific qualifications, competencies, and skills relevant to the specific vacancy, as well as the candidate’s impact on the overall diversity of the board, and these candidates will be required to provide information regarding their background, experience, independence, and other information. 4.As a general rule, members of the Nominating & Corporate Governance Committee, the Board Chair, the Chief Executive Officer, and in appropriate cases other board members, will interview candidates who are under active consideration. 5.Following these interviews, the Nominating & Corporate Governance Committee will consider each candidate. 6.The Nominating & Corporate Governance Committee will ensure that each candidate meets the specific qualifications, qualities, and skills that are desired for candidates to fill the relevant vacancy. The Committee will also ensure that all candidates otherwise satisfy the list of director qualifications set out in the Company’s corporate governance guidelines. 7.The Nominating & Corporate Governance Committee will then propose a candidate to the full board for consideration as a new director. The full board will then, as applicable, vote to appoint the candidate as a director or nominate the candidate to stand for election as a director. Summary of During Respectfully submitted by the members of the Nominating & Corporate Governance Committee: Thomas P. Salice, Chair Mettler-Toledo International Compensation Discussion and Analysis EXECUTIVE SUMMARY This Compensation Discussion and Analysis describes our executive compensation program, focusing on the compensation of our named executive officers. Our Name Title Patrick Kaltenbach President and Chief Executive Officer Shawn P. Vadala Chief Financial Officer Marc de La Guéronnière Head of European and North American Market Organizations Gerhard Keller Head of Process Analytics Richard Wong Head of Asia and Pacific Primary Elements of our Executive Compensation Program Long-Term Incentives Pay Element Base Salary Cash Incentive Stock Options Performance Share Units Type Cash Equity Equity N/A 1 year 5-year vesting pro rata; cliff 3-year performance period, cliff vesting Performance Measures N/A EPS, net cash flow, sales, individual targets, including quantitative ESG targets Stock price Relative total shareholder return (rTSR) Objectives of our Executive Compensation Programs ◼ ◼Focus executives on achieving financial and operating objectives that provide long-term shareholder value creation. The company does this in part by linking long-term compensation to the company’s long-term performance. The annual cash incentive is also tied to relevant metrics, including growth in earnings per share. ◼Align executives’ interests with those of the company’s shareholders. The company does this with its long-term incentives, including various performance-based equity grants, and by enforcing the equity ownership guidelines described below. ◼Attract and retain the best talent. Total compensation must be competitive in the global personnel market in which we operate. 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. ◼ ◼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 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 very positive with Our Executive Compensation is Aligned with Performance In the 20-year period ending December 31, Key Components of ◼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%. DISCUSSION & ANALYSIS Role of the Compensation Committee The Compensation Committee oversees our executive compensation program and evaluates and sets the compensation of the directors. In carrying out its duties, the Compensation Committee receives information and recommendations from the Board Chair, the Head of Human Resources, and the Chief Executive Officer. No executive officer plays a role in making compensation decisions with respect to his or her own compensation. 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 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. Mettler-Toledo International Inc. 26 2024 Proxy Statement PM&P provides various executive compensation services to the Compensation Committee at its request with respect to the company’s executive officers and other key employees, as well as the Board of Directors and Board Chair. The services PM&P provides include advising the Compensation Committee on the principal aspects of the executive compensation program and evolving best practices, and providing market information and analysis regarding the competitiveness of the company’s program design and awards in relation to the company’s performance. Role of our Compensation Peer Group 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: 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 The Compensation Committee also reviewed data provided by WTW related to CEO and other executive compensation data from certain Swiss and other non-US industrial public companies of a similar size and international organizational structure as the company. Independence of Compensation Consultants 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 ◼ 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. Mettler-Toledo International Inc. Compensation Program Elements The company’s compensation program consists of three main elements: base salary, an annual cash incentive, and long-term incentive compensation. The majority of executive compensation is performance-based and is paid in the form of the annual cash incentive and long-term incentive compensation. Our goal is to ensure that the three main elements of compensation are carefully considered and fair, and that executives are motivated to further the interests of shareholders, both short-term and long-term. Each year the Compensation Committee separately reviews each of the three elements, as well as total compensation. The Committee takes into account the company’s growth and performance, individual executive performance, and developments in the markets in which we compete for talent. Base Salary The company’s goal is to pay base salaries that are approximately at or somewhat below the median. Based on market data, we believe base salaries for our executive officers are generally slightly lower than those at peer companies. Although a competitive base salary is necessary and appropriate to attract and retain high quality talent, we believe the majority of executive compensation should be paid in ways that link pay with performance. We accomplish this through the annual cash incentive and long-term incentives. The Compensation Committee considered its review of the salary market data referred to above, local market conditions, and individual performance in setting base salaries for 2023 in all other cases. 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. In ◼ 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. Mettler-Toledo International Inc. 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% 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 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 (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. The Mr. Mr. Vadala 21% Mr. de La Guéronnière Mr. Keller Mr. Wong 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. 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. Mettler-Toledo International Inc. The vesting schedule is shown in this table (linear interpolation is applied between the points shown): rTSR Percentile Rank Shares Earned as % of Target Threshold ≤ 30% 0% 45% 50% Target 60% 100% 67.5% 150% Maximum ≥ 75% 200% 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 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): CAGR Shares Earned as % of Target Threshold <3% 0% 3% 50% Target 4% 100% Maximum ≥ 5% 150% 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 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. Mettler-Toledo International Inc. 30 2024 Proxy Statement 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: Category Value of Equity Ownership Required CEO $5,500,000 (as of fifth CFO 3x base salary Other executive officers 2x base salary 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 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, 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. 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. Mr. Kaltenbach purchased shares with a value of $159,653 from his cash incentive paid on March 15, 2022. Mettler-Toledo International Inc. 31 2024 Proxy Statement 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, Mr. Kaltenbach’s annual total compensation for 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 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. Mettler-Toledo International Inc. EXECUTIVE COMPENSATION TABLES Summary Compensation Table(1) Name and Principal 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 (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 $355,864 in all other compensation. Name and Principal Year Base Salary ($) Stock Awards ($)(3) Option Awards ($)(4) Non-Equity Incentive Plan Compensation ($)(5) All Other Compensation ($)(6) Total (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 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: Month/Year Maximum 11/ 2,936,798 Patrick Kaltenbach 11/2022 2,828,530 04/2021 1,555,900 11/ 2,667,753 11/2023 970,842 Shawn P. Vadala 11/ 939,224 11/ 881,121 11/ 739,164 Marc de La Guéronnière 11/ 732,920 11/ 719,531 11/ 339,795 Gerhard Keller 11/ 336,600 11/ 326,228 Richard Wong 11/2023 350,827 11/2022 336,600 (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 Name Year Allowances Year Tax Retirement Swiss Allowances Miscellaneous 2023 $96,235 $207,723 $25,180 $17,351 $9,375 2022 180,892 210,531 24,960 17,351 3,335 2021 70,500 193,513 23,100 16,231 51,145 2023 n.a. 17,900 n.a. 10,000 0 2022 n.a. 19,525 n.a. 10,000 0 2021 n.a. 17,325 n.a. 10,000 0 2023 n.a. 52,212 n.a. 15,354 0 2022 n.a. 48,887 n.a. 14,580 0 2021 n.a. 48,887 n.a. 14,580 0 2023 48,878 87,183 11,518 11,678 12,044 2022 (114,351) 85,231 10,902 11,678 12,388 2021 (108,477) 84,305 11,179 11,678 54,313 2023 n.a. 11,145 n.a. 22,341 24,436 2022 n.a. 10,634 n.a. 22,341 0 Mettler-Toledo International Inc. Grants of Plan-Based Awards Estimated Future Payouts Under All Other Stock Awards: Number of Shares of Stock or Units (#)(3) All Other Option Awards: Number of Securities Underlying Options Exercise or Base Price of Option Awards Grant Date Name Threshold ($) 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 (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 $399.33 per share. For the performance share units the company used a Monte Carlo model to determine fair value. For the options the company used the Black-Scholes option pricing model, based upon the following assumptions: estimated time until exercise of 6.7 years; a risk-free interest rate of 4.64%; a volatility rate of 27%; and no dividend yield. The actual value of the performance share units and stock options may significantly differ from that calculated by these models, and depends on the company’s relative share price performance and the excess of the market value of the common stock over the exercise price at the time of exercise, respectively. Outstanding Equity Awards at Fiscal Year-End Option Awards(1) Stock Awards Name Number of (#) Exercisable Number of (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Option Option Number of Market Equity (#)(3) Equity ($)(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 $1,024.55 11/09/2023 11/09/2033 Name Number of (#) Exercisable Number of (#) Unexercisable Option Option Option Number of Market Equity Not Vested (#)(3) Equity Unearned Shares, Other Rights ($)(3) Mettler-Toledo International Inc. 2024 Proxy Statement (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. Name Grant Type Grant Date Unearned Units Patrick Kaltenbach 04/01/2021 PSU 11/04/2021 PSU 11/03/2022 PSU 11/09/2023 1,331 Shawn P. Vadala PSU 11/04/2021 PSU 11/03/2022 PSU 11/09/2023 440 Marc de La Guéronnière PSU 11/04/2021 PSU 11/03/2022 PSU 11/09/2023 335 Gerhard Keller PSU 11/04/2021 PSU 11/03/2022 PSU 11/09/2023 154 Richard Wong PSU 11/04/2021 PSU 11/03/2022 PSU 11/09/2023 159 Option Exercises and Stock Vested in Fiscal Option Awards Stock Awards Name Number of Net on Exercise Number of Value 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 Net on Exercise 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. Mettler-Toledo International Inc. Pay Versus Performance Year Summary Compensation Average Average Value of Initial Fixed Net Adjusted Total Peer Group (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. 1,419,965 291,225 788,778 38.26 2022 6,334,219 n.a. 4,494,002 n.a. 1,513,138 1,143,340 872,502 39.39 2021 11,850,385 760,178 15,607,029 17,145,953 1,922,353 4,256,302 768,985 33.61 2020 n.a. 6,419,153 n.a. 17,892,910 1,715,889 3,145,756 602,739 25.57 The equity award adjustments for Year Reported Reported Year End Year over Compensation PEO – 1 2023 8,417,336 6,905,316 8,146,190 (4,993,028) (116,581) 4,548,601 Year Reported Reported Year End Year over Year over Compensation 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. Mettler-Toledo International Inc. 38 2024 Proxy Statement The equity award adjustments for Year Average Average Average Year over Year over Average Year Average Average Average Year over Average 2023 1,419,965 900,071 1,069,973 (1,229,714) (68,928) 291,225 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 Most Important Financial Performance Measures The most important financial performance measures used by the company to link executive compensation actually paid to the company’s NEOs (including the PEOs), for the most recently completed fiscal year, to the company’s performance are as follows: Most Important Measures for Determining NEO Pay Non-GAAP earnings per share Net cash flow Group sales at budgeted currency rates Total shareholder return relative to the S&P 500 Healthcare Index and the S&P 500 Industrials Index 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 Mettler-Toledo International Inc. Compensation Actually Paid and Net Income Mettler-Toledo International Inc. Compensation Actually Paid and Adjusted non-GAAP Earnings Per Share The following chart describes the relationship between our TSR and that of our peer group: the SIC Code 3826 Index – Laboratory Analytical Instruments, assuming an investment of $100.00 on December 31, 2019. Mettler-Toledo International Inc. Compensation Committee Report The Compensation Committee assists the board in reviewing and monitoring the compensation of the company’s executives. The Compensation 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.” The Compensation Committee is responsible for establishing compensation arrangements that allow the company to retain, attract, and motivate employees. The Compensation Committee reviews the company’s total compensation budget and sets the annual compensation of the company’s executive officers, including the Chief Executive Officer. It also evaluates and sets the compensation of the directors. In carrying out its duties, the Compensation Committee receives input and recommendations from the Board Chair, Head of Human Resources, and the Chief Executive Officer regarding the amount and form of executive and director compensation. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. On the basis of such review and discussions, the Compensation Committee recommended to the Board of Directors, and the board approved, that the Compensation Discussion and Analysis be included in this Proxy Statement. Respectfully submitted by the members of the Compensation Committee: Thomas P. Salice, Chair Roland Diggelmann Richard Francis Michael A. Kelly Mettler-Toledo International Inc. PROPOSAL 3 Advisory Vote to Approve Executive Compensation Under the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010 (the “Dodd-Frank Act”), the shareholders of the company are entitled to vote at the annual meeting to approve the compensation of the company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act and the Exchange Act. As described more fully in the Compensation Discussion and Analysis section of this proxy statement and accompanying tables and narratives, our compensation program consists of three main elements: base salary, an annual cash incentive, and long-term incentive compensation. Our goal is to ensure that the three main elements of compensation are carefully considered and fair, and that executives are motivated to further the interests of shareholders, both short-term and long-term. The company has in the past sought approval from shareholders regarding the incentive plans that we use to motivate, retain, and reward our executives. Those incentive plans, including the POBS Plus Incentive System for Group Management and the 2013 Equity Incentive Plan (Amended and Restated Effective as of May 6, 2021), make up a majority of the pay that the company provides to our executives. We have a long track record of delivering superior results for our shareholders. In the 20-year period ending December 31, We believe our executive compensation programs are transparent, consistent with current best practices, appropriately benchmarked to peers, and effective in supporting our company and our business objectives. ■ Our compensation programs are substantially tied to the achievement of key business objectives and to long-term shareholder returns. ■ Both our short-term and our long-term incentives are performance-based. Our short-term incentives include ESG targets. ■ Performance is objectively measured. ■ Targets are set at challenging levels. ■ Stock options granted to executives have a ten-year term and vest over five years, which helps management focus on sustainable and long-term value creation. ■ We carefully monitor the compensation of executives from companies of similar size and complexity to help us to ensure our programs are within the range of market practices. The company seeks your advisory vote on our executive compensation programs. Shareholder advisory votes on our executive compensation programs will occur annually. After the “RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.” The Board of Directors recommends that you vote FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation and disclosure rules of the Securities and Exchange Commission. Mettler-Toledo International Inc. This table shows how much of the company’s common stock is owned by directors, executive officers, and owners of more than 5% of the company’s common stock as of the record date March Shares Beneficially Owned(1) Name of Beneficial Owner Number Percent The Vanguard Group 2,513,052 11.6% BlackRock, Inc. 2,109,546 9.7% Direct Indirect(2) Number Total Percent Directors: Robert F. Spoerry(3) 238,537 24,493 263,030 1.23% Roland Diggelmann 405 112 517 * Domitille Doat-Le Bigot 161 650 811 * Elisha W. Finney 316 1,582 1,898 * Richard Francis 553 2,890 3,443 * Michael A. Kelly 1,677 3,952 5,629 * Thomas P. Salice(4) 75,145 5,220 80,365 * Wolfgang Wienand 49 0 49 * Ingrid Zhang 73 28 101 * Named Executive Officers: Patrick Kaltenbach 1,387 9,552 10,939 * Shawn P. Vadala 4,914 16,361 21,275 * Marc de La Guéronnière 888 12,269 13,157 * Gerhard Keller 6 2,742 2,748 * Richard Wong 385 1,992 2,377 * All Directors and Executive Officers as a Group (15 persons): 325,230 89,458 414,688 1.94% *The percentage of shares of common stock beneficially owned does not exceed one percent of the outstanding shares. (1)Calculations of percentage of beneficial ownership are based on 21,387,946 shares of common stock outstanding on March 11, 2024. Information regarding 5% shareholders is based solely on Schedule 13Gs filed by the holders. For the directors and officers, the calculations assume the exercise by each individual of all options for the purchase of common stock held by such individual that are exercisable within 60 days of the date hereof. (2)Represents shares subject to stock options that are exercisable within 60 days. (3)Includes 221,826 shares held by Mr. Spoerry’s children (with respect to which Mr. Spoerry has beneficial ownership, including full voting and dispositive control) and 10,000 shares held by Mr. Spoerry’s spouse. (4)Includes 21,555 shares held by a family foundation and over which Mr. Salice shares voting and investment power with his spouse as trustees, and 53,346 shares owned by limited liability companies in which Mr. Salice has voting and investment power. Mr. Salice disclaims beneficial ownership of the shares held by the family foundation and the limited liability companies except to the extent of his pecuniary interests therein. 44 Additional Information Compensation Committee Interlocks and Insider Participation The Compensation Committee is comprised of Messrs. Salice, Diggelmann, Francis, and Kelly, none of whom were officers or employees of the company or its subsidiaries or had any relationship requiring disclosure by the company under Item 404 of the Securities and Exchange Commission’s Regulation S-K during Availability of Form 10-K and Annual Report to Shareholders The company’s Annual Report to shareholders for the fiscal year ended December 31, The Annual Report is available on the company’s website at www.mt.com under “About Us / Investor Relations / Annual Report.” Upon written request, the company will furnish, without charge, to each person whose proxy is being solicited a copy of the Annual Report on Form 10-K for the fiscal year ended December 31, Electronic Delivery of Annual Report and Proxy Statement If you wish to receive future annual reports, proxy statements and other materials, and shareholder communications electronically via the Internet, please follow the directions on your proxy card for requesting such electronic delivery. An election to receive materials electronically will continue until you revoke it. You will continue to have the option to vote your shares by mail, by telephone, or via the Internet. How to Submit Shareholder Proposals Shareholders may present proposals which may be proper subjects for inclusion in the proxy statement and for consideration at an annual meeting. To be considered, proposals must be submitted on a timely basis. As a separate and distinct matter from proposals under Rule 14a-8, in accordance with our by-laws, in order for other business to be properly brought before the next annual meeting by a stockholder, including nominations of candidates for election as directors, a stockholder’s notice must be delivered to and received by the Company at the principal executive offices of the company, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary date of the previous year’s annual meeting. Therefore, we must receive notice of such a proposal for next year’s annual meeting no earlier than the close of business on January 9, 2025 and no later than the close of business on February 8, 2025. However, in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholders must be received by the later of the close of business on (i) the date ninety (90) days prior to such meeting date or (ii) the tenth (10th) day following the date on which public announcement or disclosure of the date of such meeting is first made by the company. Expenses of Solicitation The cost of soliciting proxies will be borne by the company. In addition to the solicitation of proxies by use of the mail, some of our officers, directors, and employees, none of whom will receive additional compensation therefore, may solicit proxies in person or by Internet or other means. As is customary, we will, upon request, reimburse brokerage firms, banks, trustees, nominees, and other persons for their out- of-pocket expenses in forwarding proxy materials to their principals. Mettler-Toledo International Inc. 45 2024 Proxy Statement Delivery of Documents to Shareholders Sharing an Address If you are the beneficial owner, but not the record holder, of shares of METTLER TOLEDO stock, your broker, bank, or other nominee may only deliver one copy of this proxy statement and our Other Matters We know of no other matter to be brought before the annual meeting. If any other matter requiring a vote of the shareholders should come before the meeting, it is the intention of the persons named in the proxy to vote the proxies with respect to any such matter in accordance with their reasonable judgment. 1.1 |