Karleen M. Oberton
AMETEK INC/About Karleen M. Oberton
Karleen M. Oberton is an independent director of AMETEK, Inc. (AME) and serves on the Audit Committee as a designated “Audit Committee Financial Expert.” She is the Chief Financial Officer of Hologic, Inc., with prior roles including Corporate Vice President and Chief Accounting Officer at Hologic; her biography emphasizes deep financial advisory, audit, and SEC reporting experience. She has served on AMETEK’s Board since 2021 (Class III director; current term through 2027). Age disclosure: 54 as of March 1, 2024; 53 as of March 1, 2023. Education not disclosed in AMETEK proxy materials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hologic, Inc. | Chief Financial Officer | Aug 2018 – present | Senior finance leadership; global SEC reporting, audit oversight |
| Hologic, Inc. | Corporate VP & Chief Accounting Officer | Nov 2014 – Aug 2018 | Led accounting, controls, reporting |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Hologic, Inc. | Chief Financial Officer | No board seat disclosed | Executive role only; no other public company directorships disclosed for Ms. Oberton |
Board Governance
- Independence: AMETEK’s Board determined all directors other than the CEO are independent under NYSE/SEC standards; Audit, Compensation, and Corporate Governance/Nominating committees are fully independent. Ms. Oberton is classified as “Independent” in AMETEK’s biographical disclosures .
- Committees: Audit Committee member; designated Audit Committee Financial Expert. Audit met 8 times in 2024; Ms. Oberton is a signatory on the Audit Committee Report, evidencing active engagement .
- Attendance: AMETEK’s Board met 4 times in 2024; each director attended at least 75% of Board/Committee meetings during their service period; all directors on the Board as of May 7, 2024 attended the 2024 Annual Meeting .
- Board structure: Staggered, three classes; Oberton is Class III with term continuing until 2027 .
- Lead Independent Director: Anthony J. Conti (also Audit Chair); independent directors hold executive sessions at least annually .
Committee Assignments (2025)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 8 |
| Compensation | Not a member | 5 |
| Corporate Governance/Nominating | Not a member | 4 |
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | Standard retainer for non-employee directors |
| Committee Chair Fees | $0 | Audit chair ($25k), Comp ($20k), GNC ($20k); Oberton is not a chair |
| Lead Independent Director Retainer | $0 | LID retainer is $35k; Oberton is not LID |
| All Other Compensation | $2,577 | Perquisites/reimbursements per director table |
| Total Cash/Other | $112,577 | Sum of cash retainer + other |
Performance Compensation (Director)
| Component | Grant Value (USD) | Instrument | Vesting/Structure |
|---|---|---|---|
| Annual Equity Grant | $187,388 | Restricted stock under 2020 Omnibus Plan | Restricted shares; plan-level vesting generally ratable over 3 years per plan description; directors held 2,240 unvested shares each at 12/31/24 |
- Performance metrics: None disclosed for director equity; director compensation uses fixed cash retainer and time-based restricted stock (no TSR/financial hurdles for directors) .
- Independent advisor: Pay Governance LLC engaged for executive and director compensation; assessed as independent by Compensation Committee .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Hologic, Inc. | CFO | No related party transactions disclosed at AMETEK in 2024; categorical independence standards applied; no conflicts reported |
Expertise & Qualifications
- Audit Committee Financial Expert; deep financial advisory, audit, SEC reporting, and global leadership experience as public company CFO .
- Risk oversight engagement via Audit Committee with quarterly ERM briefings; audit, controls, and financial reporting quality oversight evidenced by Audit Committee report signature .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 4,910 | As of Jan 9, 2025; <1% of class |
| Unvested Restricted Stock | 2,240 | Each non-management director at 12/31/24 |
| Right to Acquire (Options within 60 days) | — | None disclosed for Oberton |
| Director Ownership Guideline | 5× annual cash retainer | Must reach within 5 years; applies to all non-employee directors |
| Anti-Hedging/Pledging | Prohibited for directors and Section 16 officers | Policy prohibits hedging/pledging of AMETEK stock |
Governance Assessment
- Strengths: Independent director; Audit Committee Financial Expert; active Audit Committee participation (8 meetings); signatory on 2024 Audit Committee Report; robust anti-hedging/pledging policy; no related party transactions in 2024; strong board governance practices, proxy access, and regular executive sessions .
- Alignment: Director compensation uses a balanced cash retainer and equity; director stock ownership guidelines (5× retainer) promote alignment; Oberton holds 4,910 shares; directors hold unvested RS, supporting longer-term alignment .
- Potential considerations: Oberton’s full-time CFO role at Hologic introduces time-commitment sensitivity; AMETEK applies “overboarding” guidelines (generally limit outside directorships to three) and requires GNC consent for additional boards; no external public company board seats disclosed for Oberton, and independence affirmed .
- Shareholder confidence signals: Say-on-pay historically ~95% approval; independent compensation consultant with no conflicts; strong governance highlights (no poison pill, one-share-one-vote, proxy access) .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or director-specific pay anomalies; no tax gross-ups or option repricing in equity plans without shareholder approval .