Dean Seavers
AMETEK INC/About Dean Seavers
Independent director of AMETEK, Inc. (AME); age 64; joined the Board in 2022; serves on the Audit Committee; background includes President of National Grid US and Executive Director of National Grid plc from December 2015 to January 2020, bringing expertise in business transformation, sustainability, and safety . He is not designated as an Audit Committee Financial Expert under AMETEK’s taxonomy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid US / National Grid plc | President (US) and Executive Director (plc) | Dec 2015 – Jan 2020 | Led business transformation, sustainability, and safety initiatives |
External Roles
| Organization | Status | Role | Notes |
|---|---|---|---|
| Albemarle Corporation | Current | Director | Public company directorship |
| CenterPoint Energy | Current | Director | Public company directorship |
| Vine Hill Capital Investment Corp | Current | Director | Public company directorship |
| Environmental Impact Acquisition Corp | Past 5 years | Director | Public company board service |
| James Hardie Industries plc | Past 5 years | Director | Public company board service |
| Pacific Gas & Electric Company | Past 5 years | Director | Public company board service |
Board Governance
- Independence: AMETEK’s Board has affirmatively determined Seavers is independent; eight of nine directors are independent .
- Committees: Member, Audit Committee; not Chair and not tagged as “Audit Committee Financial Expert” .
- Attendance: Each director attended at least 75% of Board/committee meetings during their service period; Board met four times in 2024; Audit Committee met eight times in 2024; independent directors hold regular executive sessions .
- Audit Committee engagement: Seavers is listed on the Audit Committee’s Report, which met with auditors and oversaw financial reporting and controls .
| Governance Metric | 2024 Value | Note |
|---|---|---|
| Board meetings | 4 | All in-person |
| Audit Committee meetings | 8 | Includes pre-earnings meetings |
| Compensation Committee meetings | 5 | Committee oversight of pay |
| Corporate Governance/Nominating meetings | 4 | Oversight of ESG, board evals |
| Individual attendance | ≥75% | Minimum threshold achieved by every director |
| Independence | Yes | Meets NYSE/SEC independence standards |
| Executive sessions | Regular | Led by Lead Independent Director |
Additional governance policies relevant to director effectiveness:
- Overboarding limits: Generally limit outside public boards to three; Seavers’ current three outside boards align with guideline; company reports compliance via annual D&O questionnaire .
- Anti-hedging/pledging: Prohibited for directors; no pledging reported .
- Related parties: No related party transactions in 2024; Audit Committee pre-approves any such items under policy .
- Clawback: NYSE Rule 10D-1 compliant recoupment policy for executive incentive compensation (signals strong governance culture, though aimed at executives) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | Standard for non-employee directors |
| Committee chair fees | $0 | Not a chair (Audit Chair retainer is $25,000 if applicable) |
| Lead Independent Director retainer | $0 | Not applicable |
| Meeting fees | $0 | Not disclosed/used |
| Expense reimbursement | N/A | Standard reimbursement |
| Total Cash (Seavers, 2024) | $110,000 | Fees earned/paid in cash |
Performance Compensation
Directors receive equity as restricted stock awards (RSAs) with service-based vesting; no performance-tied metrics apply to director compensation. RSAs vest one-third on each of the first, second, and third anniversaries; dividends accrue and are paid upon vesting with interest at 5-year U.S. Treasury + 0.5%; RSAs accelerate upon death/disability or termination following change of control .
| Equity Element | 2024 Value (USD) | Vesting/Terms |
|---|---|---|
| Annual RSA grant value (program design) | $185,000 | Standard director equity |
| Stock awards (Seavers actual, 2024) | $187,388 | Grant-date fair value under ASC 718 |
| Unvested board RSAs (each non-management director as of 12/31/24) | 2,240 shares | Service-based vesting, dividend accrual terms apply |
Director Compensation – Total (Seavers, 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $110,000 |
| Stock Awards (RSA) | $187,388 |
| All Other Compensation | $2,778 |
| Total | $300,166 |
Other Directorships & Interlocks
- Current public company boards: Albemarle, CenterPoint Energy, Vine Hill Capital Investment Corp .
- Past 5-year boards: Environmental Impact Acquisition Corp, James Hardie Industries plc, Pacific Gas & Electric Company .
- Overboarding review: AMETEK limits outside boards to three and reports board-wide compliance; Seavers’ current external roles are at the limit, indicating monitoring by GNC and consent protocol .
Expertise & Qualifications
- Core experience: Business transformation, sustainability, safety leadership from tenure at National Grid; valuable for industrial risk oversight .
- Audit Committee status: Member, but not designated as financial expert; complements committee’s multiple financial experts (Oberton, Kohlhagen, Conti as Chair) .
Equity Ownership
| Category | Amount |
|---|---|
| Shares beneficially owned (outstanding) | 3,620 shares; <1% of class |
| Unvested RSAs (non-management directors at 12/31/24) | 2,240 shares each |
| Shares acquirable within 60 days | None disclosed for Seavers |
| Director ownership guideline | ≥5x annual cash retainer within 5 years |
| Hedging/Pledging | Prohibited; none reported |
Governance Assessment
- Strengths
- Independence and Audit Committee membership; active participation evidenced by inclusion on Audit Committee Report .
- Balanced director pay with meaningful equity RSAs aligning interests; standard cash retainer with no meeting fees suggests focus on long-term alignment .
- Robust governance framework: anti-hedging/pledging, clawback for executive incentives, proxy access, regular executive sessions, strong say-on-pay history (~95% support), and no related-party transactions in 2024 .
- Overboarding controls with consent and monitoring; current external roles align with guideline limits .
- Watch items / potential conflicts
- Triple concurrent external public boards may test bandwidth; mitigated by AMETEK’s formal overboarding limit (three) and GNC consent requirement; no related-party exposure reported for 2024 .
- Not a designated Audit Committee Financial Expert; however committee retains multiple financial experts and an experienced chair, balancing committee skill mix .
Overall signal: Strong independence, engaged Audit oversight, equity-aligned director compensation, and absence of related-party transactions support investor confidence; external board load should remain monitored under AMETEK’s overboarding framework .