David A. Zapico
AMETEK INC/About David A. Zapico
David A. Zapico is Chairman and Chief Executive Officer of AMETEK, Inc., serving in the combined role since 2017; he has been a Director since 2016, is age 60, and has 35 years of service with AMETEK . Under his leadership, AMETEK reported record results in 2024 and executed ~$220M in buybacks and ~$125M in strategic acquisitions . Pay-for-performance outcomes include a 110% PRSU payout for the 2022–2024 cycle driven by average ROTC of 101% (95% payout) and TSR of +29.3% (57.5th percentile; 125% payout) versus the S&P 500 Industrials . The company’s say‑on‑pay support has averaged ~95% over the past decade, including 95% last year .
| Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $6,150.5M* | $6,596.9M* | $6,941.2M* |
| EBITDA ($USD) | $1,820.1M* | $2,045.1M* | $2,162.5M* |
*Values retrieved from S&P Global via GetFinancials.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMETEK, Inc. | Chairman & Chief Executive Officer | 2017–present | Combined role provides unified strategic leadership and Board–management alignment . |
| AMETEK, Inc. | Director | 2016–present | Long-tenured insider with deep knowledge of company and industry . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public-company board roles disclosed in proxy materials . |
Fixed Compensation
Multi-year CEO cash compensation and perquisites:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,360,000 | $1,360,000 | $1,400,000 |
| Discretionary Bonus | $707,200 | $788,800 | $754,928 |
| Perquisites (examples) | Car allowance; tax prep | Car allowance; tax prep | Car allowance $27,967; tax prep |
| All Other Compensation | $552,293 | $566,380 | $447,027 |
| Employer/SERP contributions (included above) | — | — | $411,350 |
Notes:
- AMETEK uses independent consultant Pay Governance LLC; committee assessed consultant independence .
- CEO pay emphasis remains variable/at-risk with strong governance: stock ownership requirements, clawback, no hedging/pledging .
Performance Compensation
Annual Incentive (2024) – Metrics, Targets, Payouts
| Metric | Weight | Threshold | Target | Max | Actual | Payout % | Payout ($) |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | 65% | $5.48 | $6.85 | $7.54 | $6.83 | 99% | $1,345,072 |
| Organic Revenue Growth | 15% | -1.60% | 3.40% | 8.40% | -2.10% | 0% | $0 |
| Discretionary | 20% | 0% | 100% | 200% | 180% | 180% | $754,928 |
| Total 2024 STIP | — | — | Target $2,100,000 | — | — | 100% | $2,100,000 |
Program design emphasizes formula-driven, capped payouts and core value drivers (EPS, organic growth, working capital) .
Long-Term Incentive (LTI) Design and Grant Detail
- 2024 LTI mix (CEO): PRSU 55%; NQSO 25%; RSA 20% .
- PRSU measures: ROTC (absolute, target 100%; range 60–120%) and Relative TSR (S&P 500 Industrials, 30th–80th percentile; target 50th) over 1/1/2024–12/31/2026 .
- 2022–2024 PRSU payout certified at 110% (ROTC vested 95%; TSR vested 125%) .
| Award | Grant Date | Quantity | Exercise Price | Vesting |
|---|---|---|---|---|
| PRSU (Target) | 3/19/2024 | 29,590 | — | 3-year performance; vests post certification . |
| RSA | 3/19/2024 | 10,760 | — | 1/3 annually over 3 years; dividends accrue with interest until vest . |
| NQ Stock Options | 3/19/2024 | 40,790 | $181.93 | 1/3 annually over 3 years; 10-year term . |
Vesting / realized activity in 2024:
- Options exercised: 121,364 shares; value realized $14,068,204 .
- Stock vested: 55,418 shares; value realized $10,094,267; key vest dates include 2/22/2024 (PSU), 3/11/2024, 3/21/2024, 3/22/2024 (RSA) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Jan 9, 2025) | 323,744 outstanding shares; rights to acquire 213,446 (options within 60 days); total 537,190; plus 75,792 SERP/Deferred units; aggregate 612,982; <1% of class . |
| Ownership guidelines | CEO required ≥6x base salary; Zapico at 51.4x; in compliance . |
| Hedging/pledging | Prohibited for directors/officers; no pledging by directors/executives . |
| Unvested awards (12/31/2024) | RSAs (10,760) and PRSUs (29,590 target) with market values shown in proxy; options outstanding/vesting schedule detailed . |
Insider selling pressure: Significant option exercises and vesting in 2024 increased potential share supply; however, anti-hedging/pledging policies mitigate alignment risks .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-of-control (CoC) – CEO | Double trigger: if terminated without cause or for good reason in anticipation of or after CoC → 2.99x salary+bonus; health up to 10 years; disability/death benefits up to 2 years; automobile use/expenses; immediate vesting of equity on CoC termination; example amounts as of 12/31/2024: lump sum $10,464,999; health $120,965; perqs $55,933; equity accelerations quantified in proxy . |
| Non-CoC termination – CEO | If terminated without cause or for good reason prior to CoC: 2.0x cash; health benefits capped at two years; example lump sum $7,000,000; health/disability/death $61,665; perqs $55,933; equity acceleration values as disclosed . |
| CoC – other NEOs (design standard) | Double trigger; 2.99x salary+bonus; health continuation with limits; payments reduced if needed to avoid 280G excise taxes . |
| Equity acceleration (general) | Options: accelerate upon retirement (≥65 with service), death, disability, or CoC termination; RSAs: accelerate upon death, disability, or CoC termination; PRSUs: vest at target upon death/disability/CoC termination; retirement (age ≥55, ≥10 years) provisionally vests subject to performance certification . |
| Clawback policy | Adopted Nov 2, 2023; recoup incentive comp after restatements due to material noncompliance (3-year lookback; fault not required) . |
| Death benefits | Under 2004 Executive Death Benefit Plan; CEO amount if death on 12/31/2024: $1,185,500 . |
Summary scenario values (as of 12/31/2024):
| Scenario | Total |
|---|---|
| Normal retirement | $2,248,101 |
| Involuntary not for cause termination | $14,161,837 |
| Early retirement | $17,181,314 |
| Change of control | $34,320,101 |
| Disability | $23,678,203 |
| Death | $24,863,703 |
Board Governance
- Structure: Zapico is Chairman & CEO since 2017; Board uses a Lead Independent Director (Anthony J. Conti) to chair executive sessions and serve as liaison; all directors other than Zapico are independent; independent, experienced committee chairs .
- Committees: Audit, Compensation, Corporate Governance/Nominating; Zapico is not a member of any committee and receives no additional director compensation .
- Attendance: Board met four times in 2024; each director attended at least 75% of Board/committee meetings; directors expected to attend the annual meeting .
- Proxy access and no poison pill; one share/one vote .
Dual-role implications: Combined Chair/CEO provides unified leadership and strategy; mitigated by Lead Independent Director, independent committees, and regular executive sessions to protect independence and risk oversight .
Compensation Structure Analysis
- Mix skews to at‑risk equity: majority of variable compensation delivered as long‑term equity; strong ownership requirements and minimum vesting standards .
- Metrics are rigorous and aligned to value creation: EPS, organic growth, working capital, ROTC, and relative TSR to S&P 500 Industrials; discretion used to recognize qualitative execution amid macro headwinds .
- Peer benchmarking: Broad industrial peer set used; reviewed in Aug 2024 and Emerson Electric added to improve size alignment .
- Shareholder support: ~95% say‑on‑pay support over 10 years indicates broad investor acceptance of design .
Say‑on‑Pay & Shareholder Feedback
| Year/Context | Outcome |
|---|---|
| 2024 say‑on‑pay for FY2023 | 95% approval; ~95% average over past decade . |
Equity Ownership & Director Compensation Guidelines
- Executive ownership guidelines and compliance: CEO at 51.4x (requirement 6x) .
- Director ownership guidelines: 5x annual cash retainer over 5 years .
- Director compensation (for non‑employee directors): annual cash retainer $110,000; restricted stock $185,000; chair/lead director retainers; Zapico receives no additional compensation as director .
Risk Indicators & Red Flags
- No related‑party transactions reported for 2024 .
- Prohibited hedging/pledging; insider trading policy in place .
- CoC equity vesting is double‑trigger; no option repricing without shareholder approval .
- Robust clawback compliant with NYSE Rule 303A.14 .
Expertise & Qualifications
- Long-tenured industrial operator with 35 years at AMETEK and domain knowledge of niche industrial markets; biography highlights strategic leadership; education is not disclosed in proxy .
Fixed Compensation (Multi‑Year Summary – Detailed)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,360,000 | $1,360,000 | $1,400,000 |
| Bonus (Discretionary) | $707,200 | $788,800 | $754,928 |
| Non‑Equity Incentive (STIP formula) | $2,275,482 | $2,318,414 | $1,345,072 |
| Stock Awards (RSAs/PRSUs grant‑date fair value) | $6,462,300 | $7,219,863 | $8,164,661 |
| Option Awards (grant‑date fair value) | $1,762,366 | $1,949,327 | $2,301,246 |
| Change in Pension/Deferred Earnings | — | $335,760 | $212,725 |
| All Other Compensation | $552,293 | $566,380 | $447,027 |
| Total | $13,119,641 | $14,538,544 | $14,625,659 |
Investment Implications
- Alignment and retention strong: Very high personal ownership (51.4x salary), double-trigger CoC, and majority equity LTI reduce agency risk and turnover probability .
- Performance linkage credible: Rigorous EPS/organic growth/working capital STIP and ROTC/relative TSR PRSUs; 2024 organic growth miss zeroed out, reinforcing discipline; yet discretion rewarded execution in a challenging macro, indicating balanced governance .
- Watch liquidity dynamics: Material 2024 option exercises and vesting events increase potential supply near vest/exercise dates; monitor Form 4s and trading windows around LTI vestings for short-term pressure .
- Governance mitigants for dual role: Combined Chair/CEO offset by Lead Independent Director, independent committees, and strong stockholder rights (proxy access; no poison pill) .
- Pay practices low risk: No single-trigger CoC vesting, no excise tax gross-ups, no hedging/pledging, clawback in place—reducing headline risk and supporting sustained investor support .