Ronald Oscher
AMETEK INC/About Ronald Oscher
Ronald J. Oscher is AMETEK’s Chief Administrative Officer (CAO), elected effective May 5, 2016; he was 56 as of March 1, 2024 and 57 as of March 1, 2025, with 13–14 years of service at AMETEK . Education details are not disclosed in the latest proxies. For performance context, AMETEK delivered record results with revenues of $6.95B (FY24), $6.60B (FY23), $6.15B (FY22) and EBITDA of $2.16B*, $2.05B*, $1.82B* across FY22–FY24, and long-term incentive PRSU payouts of 131.5% for 2021–2023 and 110% for 2022–2024 reflect strong ROTC and relative TSR execution * * * .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $6,150,530,000 | $6,596,950,000 | $6,941,180,000 |
| EBITDA ($USD) | $1,820,119,000* | $2,045,095,000* | $2,162,489,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMETEK, Inc. | Chief Administrative Officer | Elected May 5, 2016; 13 years of service (Mar 1, 2024) / 14 years (Mar 1, 2025) | Senior leadership; member of ERM Committee overseeing enterprise risk management alongside CEO, CFO and Group Presidents |
External Roles
No public company board roles disclosed for Oscher in the latest proxies .
Fixed Compensation
Multi-year summary (NEO status in 2024 changed; Oscher was a NEO through 2023).
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | Non-Equity Incentive ($) | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2023 | 559,715 | 70% | 137,522 | 379,527 | 155,566 |
| 2022 | 535,613 | 70% (program design) | 146,850 | 425,615 | 150,409 |
| 2021 | 513,125 | 70% (program design) | 118,456 | 578,875 | 108,290 |
Perquisites for Oscher include a car allowance and executive life insurance (reported in “All Other Compensation”) .
Performance Compensation
Annual Short-Term Incentive (STIP) – FY2023 design and outcomes
| Metric | Weight | Threshold | Target | Max | Actual | Payout (% of metric target) | Payout ($) |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | 50% | $4.80 | $6.00 | $6.60 | $6.83 | 163% | $319,977 |
| Organic Revenue Growth | 20% | -0.20% | 4.80% | 9.80% | 3.60% | 76% | $59,551 |
| Corporate Working Capital | 10% | 18.92% | 17.20% | 15.48% | 19.30% | 0% | $0 |
| Acquisitions / Divestitures ($M) | 10% | $0.0 | $400.0 | $800.0 | $1,459.5 | 200% | $77,577 |
| Discretionary | 10% | 0% | 100% | 200% | Qualitative | 150% | $59,945 |
Total STIP payout for 2023: $517,049 (132% of aggregate target) .
FY2022 design (weights/dollars) for Oscher:
- Adjusted EPS 55% with payout $313,129
- Organic Revenue Growth 15% with payout $112,486
- Discretionary 30% with payout $146,850
- Aggregate payout: $572,465 (152.69% of target)
Long-Term Incentive (LTI) – PRSU, Options, RSAs
- PRSU design: equally-weighted ROTC (absolute, target anchored above S&P 500 Industrials median; +/-4000bps threshold, +2000bps max) and relative TSR vs S&P 500 Industrials (target 50th percentile; 30th–80th range), 3-year performance periods; payout 50–200% .
- PRSU outcomes: 2021–2023 payout 131.5% driven by avg ROTC 108% (140% vesting) and TSR +40.2% (56.9th percentile; 123% vesting) . 2022–2024 payout 110% (ROTC 95%; TSR 125%) .
| Award | Grant Date | Target Shares | Estimated Actual Shares | Market Value of Estimated Actual ($) |
|---|---|---|---|---|
| PRSU (2021–2023) | 3/11/2021 | 3,150 | 4,143 | $683,139 |
| PRSU (2023–2025) | 3/22/2023 | 2,700 | 2,700 (in-progress) | $445,203 |
| PRSU (2022–2024) | 3/21/2022 | 3,180 | 3,180 (paid at 110% per company table) | $524,350 |
- Options: 10-year term; vest 1/3 per year over 3 years; strike set at grant-date FMV; no repricing without stockholder approval .
| Option Grant | Unexercisable (12/31/2023) | Exercise Price | Expiration |
|---|---|---|---|
| 3/22/2023 | 6,490 | $138.46 | 3/22/2033 |
| 3/21/2022 | 5,767 | $134.69 | 3/21/2032 |
| 3/11/2021 | 3,160 | $121.91 | 3/11/2031 |
| 3/20/2020 | 0 unexercisable | $63.37 | 3/20/2030 |
| 5/9/2019 | 0 unexercisable | $85.45 | 5/9/2029 |
- RSAs: vest ratably over 3 years (one-third per anniversary) .
- 2023 vesting realized value: 8,683 shares vested, $1,247,528 realized; no option exercises reported for Oscher in 2023 (table shows “—”) .
Equity Ownership & Alignment
- Beneficial ownership (as of Jan 8, 2024): 34,578 shares directly owned; rights to acquire 51,703 shares within 60 days; total 86,281 (<1% of class). SERP/deferred comp notional 4,834; combined total 91,115 .
- Stock ownership guidelines: 3x base salary for CAO; Oscher at 11.6x, in compliance (expected to reach requirement within 5 years of promotion) .
- Anti-hedging/anti-pledging: officers and directors prohibited from hedging or pledging; none have pledged shares .
- Deferred compensation (2023): employer SERP/deferred contributions $104,283; aggregate balance $1,464,143 .
| Ownership Item | Amount |
|---|---|
| Outstanding Shares Beneficially Owned | 34,578 |
| Right to Acquire (60 days) | 51,703 |
| Total Beneficial | 86,281 (<1%) |
| SERP/Deferred Notional | 4,834 |
| Total incl. SERP/Deferred | 91,115 |
| Guideline Multiple | 3.0x salary; standing 11.6x |
Employment Terms
- Severance/change-of-control: double-trigger; upon termination without cause or for good reason within 2 years of a change-of-control, cash severance equals 2.99x salary+bonus (greater of target or 2-year average), plus continuation of health benefits (up to 10 years or earlier limits); payments reduced to avoid 280G excise taxes; CEO terms similar with additional perqs .
- Oscher’s estimated payments at 12/31/2023:
- Lump sum cash: $3,302,372
- Health benefits continuation: $472,500
- Option acceleration value: $481,511
- Restricted stock acceleration value: $732,173
- PRSU vesting (target upon CoC/death/disability): $1,505,356
- Clawback: NYSE 10D-1 compliant recoupment, adopted Nov 2, 2023, applies to incentive-based comp for current/former officers after a restatement, irrespective of misconduct .
- Tax gross-ups: none on change-of-control payments .
| Scenario (12/31/2023) | Total ($) |
|---|---|
| Change of Control (CoC) | $6,493,912 |
| Disability | $2,719,040 |
| Death | $2,719,040 |
| Normal Retirement (acceleration values) | $481,511 |
| Early Retirement (PRSU vesting eligibility) | $1,671,894 |
Compensation Peer Group and Say-on-Pay
- Peer group used for benchmarking was updated in 2023 and 2024 to align with median revenue/market cap, including companies like Agilent, Illinois Tool Works, Parker-Hannifin, Fortive, Rockwell Automation, TE Connectivity, Howmet Aerospace, Emerson Electric (added 2024), etc. Median target positioning guides pay levels .
- Stockholder support for say-on-pay averaged ~95% over the past decade; 2024 and 2025 proxies cite strong support .
Insider Selling Pressure and Vesting Schedules
- Equity vesting cadence: RSAs vest one-third annually; PRSUs vest after the 3-year performance period (with dividend equivalents); options vest one-third annually and expire 10 years post-grant .
- 2023 realized on vesting: $1.25M; no option exercises disclosed for Oscher in 2023; anti-hedging/trading window policy reduces opportunistic timing risks .
Performance & Track Record
- PRSU outcomes evidencing value creation: 131.5% payout (2021–2023) and 110% (2022–2024) due to above-target ROTC and above-median TSR vs S&P 500 Industrials, aligning executive pay with shareholder returns .
- Company performance highlights: record operating income/margins, robust cash flows, significant acquisitions (e.g., ~$2.3B deployed in 2023), and disciplined capital deployment (e.g., ~$220M repurchases in 2024) .
Investment Implications
- Alignment: Oscher exceeds stock ownership guidelines (11.6x), with anti-hedging/anti-pledging and a robust clawback, indicating strong governance and alignment with stockholders .
- Incentive design: High at-risk mix with PRSU metrics tied to ROTC and relative TSR, and STIP focused on EPS, organic growth, working capital, and strategic M&A, supports durable value creation; recent PRSU payouts affirm performance delivery .
- Selling pressure: Scheduled RSA/option vesting and PRSU settlements create predictable liquidity events; however, trading windows and prohibitions limit discretionary timing; 2023 realized value on vesting suggests moderate, programmatic pressure rather than opportunistic selling .
- Retention/CoC: Double-trigger 2.99x severance with substantial equity acceleration in change-of-control scenarios provides retention and transaction support but introduces potential dilution/value transfer in a sale; no excise tax gross-ups mitigate shareholder concerns .