Gretchen W. McClain
AMETEK INC/About Gretchen W. McClain
Independent director since 2014; Chair of the Corporate Governance/Nominating Committee. Current President & CEO of J.M. Huber Corporation (private) since April 1, 2022; formerly Operating Executive at The Carlyle Group (July 2019–April 2022). As of March 1, 2024, age 61; biography highlights extensive business, strategic, technical background, prior public-company CEO experience, and government agency leadership . Current external public company directorship: Booz Allen Hamilton Holding Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Carlyle Group | Operating Executive | Jul 2019 – Apr 2022 | Operating leadership experience supporting portfolio companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J.M. Huber Corporation | President & CEO | Apr 1, 2022 – present | Private company leadership |
| Booz Allen Hamilton Holding Corp. | Director | Current | Public company board service |
| Hennessy Capital Acquisition Corp. IV | Director | Feb 2019 – Dec 2020 | Prior SPAC board |
| Boart Longyear Limited | Director | Nov 2015 – Aug 2019 | Prior public board (older than last 5 years in 2025 proxy) |
Board Governance
- Independence and attendance: AMETEK’s Board affirms all directors are independent except the CEO; each director attended at least 75% of Board and committee meetings (Board met 4 times in 2024; all in person; 5 times in 2023) .
- Committee leadership: McClain chairs the Corporate Governance/Nominating Committee; not a member of Audit or Compensation .
- Governance practices: Regular executive sessions of independent directors; proxy access; no poison pill; robust Board and executive stock ownership guidelines; annual self-evaluations .
- Overboarding control: AMETEK generally limits outside public directorships to three; Board confirms compliance via annual D&O questionnaire .
| Committee (2024/2025) | Assignment | Meetings (2024) |
|---|---|---|
| Corporate Governance/Nominating | Chair (C) | 4 |
| Audit | — | 8 (committee meetings total) |
| Compensation | — | 5 (committee meetings total) |
Fixed Compensation
- Program structure: Annual Board cash retainer and time-based restricted stock; additional chair retainers; no meeting fees .
| Year | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Change in Pension Value/Nonqualified Deferral Earnings | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $130,000 | $187,388 | $52,168 | $2,577 | $372,133 |
| 2023 | $130,000 | $167,537 | $76,775 | $2,544 | $376,856 |
- Director program parameters: Annual Board cash retainer $110,000; restricted stock award $185,000; Committee Chair additional retainers: Audit $25,000; Compensation $20,000; Corporate Governance/Nominating $20,000; Lead Independent Director retainer $35,000 . In 2023 the restricted stock award was $165,000 and Lead Independent Director retainer $30,000, with increases effective for 2024 .
Performance Compensation
- None disclosed for directors: AMETEK director equity is time-based restricted stock; no director bonus, options, or performance-linked metrics are used for director pay .
Other Directorships & Interlocks
- Current public board: Booz Allen Hamilton Holding Corp. (no AMETEK-reported interlocks/conflicts) .
- Related-party transactions: AMETEK reports no related-party transactions in 2024 or 2023 .
Expertise & Qualifications
- Board-identified qualifications: Extensive business, strategic, technical background; prior public company CEO experience; government agency leadership; supports oversight of governance and sustainability as GNC Chair .
Equity Ownership
- Stock ownership guidelines for non-employee directors: Expected to own shares equal to at least 5x annual cash retainer within five years; anti-hedging and anti-pledging policies apply to directors and Section 16 officers .
- Deferred compensation: McClain participates in the Directors’ Deferred Compensation Plan; can elect notional investments including an AMETEK common stock fund; distributions in stock/cash per plan rules .
| As-of Date | Outstanding Shares Beneficially Owned | Deferred Stock Units (Directors’ Plan) | Total Ownership | Percent of Class |
|---|---|---|---|---|
| Jan 9, 2025 | 17,001 | 3,177 | 20,178 | <1% |
| Jan 8, 2024 | 15,971 | 3,157 | 19,128 | <1% |
Insider Trades (Form 4)
- 2025-03-18: Reported award of 1,030 units/shares (AMETEK); reported price $176.08; ownership following the transaction shown on Form 4 filing .
- Historical: 2021-06-11 sale of 2,720 AME shares at $140.62; also reported activity for Booz Allen in 2021 (historical reference) .
Governance Assessment
-
Strengths
- Independent director with deep operating and governance experience; chairs GNC, which oversees director nominations, Board evaluations, and sustainability oversight—core to Board effectiveness .
- Strong governance framework: executive sessions of independent directors, proxy access, no poison pill, clawback policy for executives, and anti-hedging/anti-pledging rules for directors increase investor alignment .
- Director compensation is equity-heavy and standardized; additional chair retainer reflects committee leadership responsibilities; presence of director stock ownership guidelines enhances alignment .
-
Watch items
- Concurrent CEO role at J.M. Huber and one external public board seat: AMETEK’s “overboarding” guideline limits outside public boards to three; Board reports compliance, but time-commitment remains a monitoring point for engagement/attendance (Board and committees reported at least 75% attendance) .
- No reported related-party transactions, hedging or pledging—clean on conflicts, but continue monitoring for any future interlocks or transactions given leadership roles across organizations .
-
Investor confidence signals
- Say-on-pay support averaged ~95% over the past decade, indicating broad shareholder support for AMETEK’s compensation governance framework .
- Regular independent director executive sessions and active committee oversight of risk and sustainability support robust governance risk controls .
Fixed Compensation Details (Director Program Reference)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | Standard for non-employee directors |
| Restricted Stock Award | $185,000 | Time-based vesting; three-year ratable |
| Committee Chair Retainers | Audit $25,000; Compensation $20,000; Governance/Nominating $20,000 | McClain receives Governance/Nominating chair retainer |
| Lead Independent Director Retainer | $35,000 | Applies to LID (not McClain) |
Performance Compensation Details (None for Directors)
- No director performance metrics or incentive bonuses are disclosed for AMETEK’s directors; director equity is time-based restricted stock grants only .
Related Party & Conflicts Review
- 2023–2024: No related party transactions reported; Audit Committee pre-approval policy in place for any such transactions .
- Independence criteria and categorical standards reaffirmed for all directors other than CEO; McClain qualifies as independent .
Committee Oversight Highlights
- Corporate Governance/Nominating (Chair): Director nominations, Board/committee evaluations, sustainability oversight, and governance framework reviews .
- Audit: Oversees risk management, internal and external audit, and financial reporting (McClain not a member) .
- Compensation: Oversees executive pay philosophy, at-risk pay mix, and director compensation (McClain not a member) .
Overall: McClain’s chair role on GNC, clean conflict profile, equity-aligned director compensation, and Board’s strong governance practices are supportive of investor confidence. Monitor time commitments given external CEO role and sustain attendance/engagement at or above Board expectations .