David Hermance

About David Hermance

David F. Hermance (age 56) is President – Electromechanical Group at AMETEK and an executive officer, appointed effective January 1, 2022; he joined AMETEK in 1991 and has 33 years of service with the company . He previously led AMETEK’s Measurement, Communications & Testing division and integrated several acquisitions; he holds a B.S. in Business Administration and an MBA from Oregon State University . Company-wide long-term incentives paid out at 110% of target for the 2022–2024 cycle (ROTC 95% of target; relative TSR at the 57.5th percentile), indicating alignment between incentives and performance; say‑on‑pay support averaged ~95% over the last decade, underscoring investor approval of the program’s pay-for-performance design .

Past Roles

External Roles

• None disclosed (no related-party transactions or special arrangements reported at appointment) .

Fixed Compensation

• Not disclosed: Mr. Hermance was not a named executive officer (NEO) in 2024, so his base salary/bonus details are not itemized in the Summary Compensation Table .

Performance Compensation

Program structure applicable to executive officers/NEOs (illustrative of incentives for Group Presidents)

• Annual incentive metrics and definitions (company and group level) :

  • Adjusted Earnings Per Share
  • Organic Revenue Growth
  • Operating Income (group level)
  • Operating Working Capital %
  • Discretionary (quantitative and qualitative objectives)

• 2024 weightings and outcomes for Group Presidents (illustrative; individual payouts for Hermance are not disclosed): | Metric | Typical weighting for Group Presidents | Target example | Actual example | Payout factor example | |---|---:|---:|---:|---:| | Adjusted EPS | 30% | $6.85 | $6.83 | 99% | | Organic Revenue Growth | 15% | 3.0–4.0% (varies by group) | -3.5% to +1.3% (by group) | 0–54% (by group) | | Group Operating Income | 25% | Group targets set per division | Mixed results (e.g., 97%–130%) | 83%–130% | | Group Working Capital % | 10% | Group targets set per division | Mixed results | ~46%–60% | | Acquisitions/Divestitures ($M) | 10% | $150M | $0–$166.9M | 0%–111% | | Discretionary | 10% | 100% | 200% (for many NEOs) | 200% |

Notes:

• The table above reflects 2024 program weightings/outcomes for named Group Presidents (Ciampitti, Hardin, Marecic) and evidences how Group President incentives are structured at AMETEK; Mr. Hermance’s specific 2024 payout was not disclosed .

Long‑term incentives (company program design)

• 2024 LTI mix for “other NEOs”: 50% PRSUs, 25% stock options (three‑year ratable vesting), 25% restricted stock (three‑year ratable vesting) .
• PRSU performance (3‑year): 50% Return on Tangible Capital (absolute), 50% relative TSR vs S&P 500 Industrials; payout 50%–200% of target .
• 2022–2024 PRSU payout certified at 110% (ROTC 95%; relative TSR at 57.5th percentile) .

Equity Ownership & Alignment

• Stock ownership guidelines: Group Presidents are required to hold company stock equal to 3x base salary; executives are expected to meet the guideline within five years of appointment .
• Hedging/pledging: Officers (including executive officers) are prohibited from hedging and from pledging company stock .
• Clawback: Recoupment policy adopted Nov 2, 2023 (NYSE 303A.14/Rule 10D‑1) mandates recovery of incentive‑based compensation following a restatement, regardless of fault, for the three fiscal years preceding the restatement .
• Beneficial ownership: The 2025 proxy enumerates individual ownership for certain executives (CEO, CFO, selected Group Presidents), but does not list Mr. Hermance individually; all executive officers as a group held 1,313,159 shares beneficially as of Jan 9, 2025 .

Vesting schedules and potential selling pressure signals (program-level)

• Options: 3-year ratable vesting; 10‑year term .
• Restricted stock: 3-year ratable vesting; dividends accrue and pay on vest; accelerated vesting upon death/disability or termination in connection with change of control .
• PRSUs: 3‑year performance period; vest after performance certification; target vest on death/disability or termination in connection with change of control (double‑trigger) .
• No single‑trigger change‑of‑control equity vesting per program “What We Don’t Do” .

Employment Terms

• Appointment: Elected President, Electromechanical Group effective January 1, 2022; no arrangements/understandings for selection; no related‑party transactions disclosed at appointment .
• Change‑in‑control/severance: The 2025 proxy describes standard CoC terms for named executive officers (2.99x salary+bonus, health benefits continuation, double‑trigger vesting, and 280G cutback), but does not specifically disclose whether Mr. Hermance is party to a CoC agreement; no individual CoC or employment agreement for Mr. Hermance is detailed in the proxy .

Performance & Track Record

• Division leadership: Led strong growth and expansion at MC&T and integrated several acquisitions before elevation to Group President, indicating execution depth in bolt‑on M&A and operating improvement .
• Company performance context used for incentives: 2024 set records in sales, operating income/margins, operating and free cash flow; capital deployment included ~$220M share repurchases and ~$125M acquisitions, supporting positive incentive determinations (discretionary components) .

Expertise & Qualifications

• Education: B.S. in Business Administration and MBA, Oregon State University .
• Functional expertise: Long‑tenured industrial operator with P&L leadership, M&A integration, and commercial/operational excellence within diversified industrials .

Compensation Structure Analysis

• High at‑risk mix and equity-heavy LTI design drive alignment with long‑term value creation (PRSU metrics: ROTC, relative TSR) .
• Annual plan for Group Presidents emphasizes operating income, working capital discipline, organic growth, and acquisitions, aligning incentives with cash generation and disciplined capital deployment .
• Governance safeguards: no hedging/pledging and a robust clawback reduce misalignment and risk-taking concerns .

Investment Implications

• Alignment: Strong structural alignment via equity-heavy LTI (ROTC/TSR), 3x salary ownership guideline, and anti‑hedging/pledging policies; program delivered a 110% PRSU payout for 2022–2024, consistent with solid multi‑year outcomes .
• Retention: Long tenure (33 years) and three‑year vesting cycles for LTI support retention; lack of disclosed special employment/severance terms for Mr. Hermance reduces “golden parachute” risk perception, though standard executive protections may exist but are not individually disclosed .
• Execution risk and upside: Incentive mix for Group Presidents (operating income, working capital, M&A) indicates continued focus on operational excellence and prudent capital deployment—key levers for EMG margin/cash performance under Hermance’s leadership .