Anthony J. Conti

About Anthony J. Conti

Anthony J. Conti is AMETEK’s Lead Independent Director (since 2017), Audit Committee Chair, and an audit committee financial expert. He is a retired Partner of PricewaterhouseCoopers with more than 35 years of experience in financial accounting, risk management, and strategy, and has served on AMETEK’s board since 2010. As of the 2024 proxy, he was listed as age 75 and an independent director. His leadership role includes chairing executive sessions of independent directors at least annually and leading risk oversight via the Audit Committee.

Past Roles

External Roles

Board Governance

• Independence and service
  • Independent director; Board affirms all directors other than the CEO are independent under NYSE/SEC and AMETEK categorical standards.
  • Lead Independent Director since 2017; responsibilities include presiding at independent director sessions, liaising with the Chair/CEO, calling meetings of independents, and engaging outside advisors for board-wide issues.
• Committee assignments and chair roles (as of Mar 12, 2025) :
  • Audit: Chair; Audit Committee Financial Expert
  • Compensation: Member
  • Corporate Governance/Nominating: Member
• Attendance and engagement
  • Board met 4 times in 2024; each director attended at least 75% of Board/committee meetings during their service period; independent directors hold at least one executive session annually chaired by the Lead Independent Director.
• Committee activity levels (2024 meetings): Audit (8), Compensation (5), Corporate Governance/Nominating (4).
• Risk oversight
  • Audit Committee has primary responsibility for risk management under NYSE rules; Conti’s dual role as Lead Independent Director and Audit Chair ties him closely to risk oversight.

Fixed Compensation

• Program design (2024): Annual board cash retainer $110,000; restricted stock award $185,000; Lead Independent Director retainer $35,000; Committee Chair retainers: Audit $25,000, Compensation $20,000, Corporate Governance/Nominating $20,000.
• 2024 director compensation for Conti (matches role-based retainers) and 2023 comparables:

Notes:

• Cash reflects base retainer plus Lead Independent Director (+$35,000) and Audit Chair (+$25,000) retainers.
• No meeting fees disclosed; compensation is retainer-based.

Performance Compensation

• Equity type and vesting
  • Annual equity grants are restricted shares under the 2020 Omnibus Plan; values shown are grant-date fair value per ASC 718 (service-based vesting; not performance-conditioned).
  • At December 31, 2024, each non-management director held unvested restricted stock awards of 2,240 shares.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial/accounting and audit expertise (Audit Committee Financial Expert designation).
• Risk management, strategy, and HR oversight from 35+ years at PwC.
• Board leadership as Lead Independent Director since 2017, including agenda-setting input, executive session leadership, and shareholder communication liaison responsibilities.

Equity Ownership

• Stock ownership guidelines for non-employee directors: at least 5x annual cash retainer within five years.
• Beneficial ownership as of Jan 9, 2025:

Notes:

• Table shows beneficial ownership under Rule 13d-3 definitions; “Right to Acquire” reflects options exercisable within 60 days (none listed for Conti).
• Directors are expected to meet stock ownership guidelines within five years.

Insider Trades (Section 16)

Note: See linked Form 4 documents for full transaction codes and footnotes.

Governance Assessment

• Positives
  • Strong independence and oversight: Conti is Lead Independent Director and Audit Chair, designated as an audit committee financial expert; Audit Committee met eight times in 2024 and engaged with internal and external auditors on controls and reporting quality.
  • Board structure and practices: Independent directors (other than CEO), regular executive sessions, proxy access, no poison pill, and robust director ownership guidelines (5x cash retainer).
  • Shareholder support: Say-on-pay approval ~95% last year and ~95% average over 10 years, signaling general investor confidence in compensation governance.
  • Conflicts/related parties: Company reported no related party transactions in 2024; transactions would require Audit Committee pre-approval under policy.
  • Overboarding controls: Guideline to generally limit outside directorships to three; board reports compliance based on D&O questionnaire.
• Risk indicators and watch items
  • Retirement policy: Directors cannot stand for re-election after age 75; Conti was listed as age 75 in the 2024 proxy, implying expected future refreshment at or before his next election cycle (he is a continuing Class II director through 2026). This is succession-neutral but implies forthcoming transition planning.
  • Auditor independence safeguards: Categorical standards preclude audit-firm conflicts; Conti is retired from PwC and the board affirms independence; continue to monitor any evolving relationships.

Fixed Compensation (Detail Reference)

• 2024 program and amounts for Conti align with his roles: $110,000 base cash + $35,000 Lead Independent Director + $25,000 Audit Chair = $170,000 cash; $187,388 restricted stock award; no option awards; nominal “All Other Compensation.”

Performance Compensation (Director-Level)

• No performance-based metrics disclosed for director equity; awards are time-vested restricted shares; each non-management director held 2,240 unvested shares at 12/31/2024.

Other Notes on Board Process

• Meetings and attendance expectations: Four regular board meetings annually; directors expected to attend all board/committee meetings and the annual meeting; 2024 attendance was at least 75% for each director.
• Executive sessions: Independent directors meet in executive session at least annually; chaired by the Lead Independent Director.

Appendix: Committee Composition Snapshot (as of Mar 12, 2025)