Suzanne L. Stefany

About Suzanne L. Stefany

Independent Class III director at AMETEK (director since 2022), serving on the Compensation and Corporate Governance/Nominating Committees. As of March 1, 2024, she was age 60; current biography lists her as Senior Advisor at PJT Partners with deep investment advisory, capital markets, and strategy development experience . She is affirmed independent under NYSE and SEC standards; all independent directors meet AMETEK’s categorical independence criteria .

Past Roles

External Roles

Board Governance

• Committees: Member, Compensation; Member, Corporate Governance/Nominating; not a chair. Committee composition as of Mar 12, 2025 shows Thomas Amato (Comp Chair), Gretchen McClain (GNC Chair), Anthony Conti (Audit Chair; Lead Independent Director is Audit Chair) .
• Independence: Board affirmed eight of nine directors are independent; each committee comprised solely of independent directors; audit members meet SEC independence requirements .
• Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings during their service; annual meeting attendance noted .
• Overboarding control: Guideline generally limits outside public boards to three; annual D&O process confirms compliance; prior consent required before accepting new seats .
• Governance features: Proxy access (up to greater of two seats or 20% of Board for holders of ≥3% for ≥3 years), no poison pill, one share/one vote, regular executive sessions of independent directors, robust ownership guidelines .

Fixed Compensation

Director pay is a mix of cash retainers and time-based restricted stock; no meeting fees.

Program structure (2024): Cash retainer $110,000; Restricted stock award target $185,000; Lead Independent Director retainer $35,000; Chair retainers: Audit $25,000; Compensation $20,000; Corporate Governance/Nominating $20,000 .

Performance Compensation

• Structure: Director equity is time-based restricted stock under the 2020 Omnibus Incentive Compensation Plan; no performance metrics or options disclosed for non-employee directors .
• Unvested shares: Each non-management director held 2,240 unvested restricted shares at 12/31/2024; in 2023, Stefany’s unvested count was 2,020 shares .

Other Directorships & Interlocks

• External board service: JELD-WEN Holding, Inc. (current in 2024; listed as past five years in 2025) .
• Interlocks/conflicts: AMETEK reports no related-party transactions in 2024; Pay Governance LLC served as independent compensation consultant; Compensation Committee assessed independence and found no conflicts .
• Overboarding: Company guideline generally limits outside public boards to three; Board confirms compliance annually .

Expertise & Qualifications

• Capital markets and investment advisory expertise from senior roles at PJT Partners; strategy development experience highlighted in director biography .
• Committee experience on Compensation and Corporate Governance/Nominating—direct involvement in CEO pay review and governance oversight per committee charters .
• Audit/financial oversight is not her assigned committee; audit committee financial expertise designated for other members .

Equity Ownership

Governance Assessment

• Positives:

  • Independent director with dual committee roles (Compensation and GNC), supporting board oversight of pay and governance; Compensation Committee names include Stefany in the formal report (March 12, 2025), indicating active engagement .
  • Strong governance practices: proxy access, regular executive sessions, ownership guidelines; no poison pill; robust independence framework; no related-party transactions in 2024 .
  • Attendance threshold met; Board held four meetings in 2024; all directors attended at least 75% .

• Monitoring points:

  • Role change at PJT Partners (Partner in 2024 to Senior Advisor in 2025)—no conflict disclosed, but monitor for any AMETEK engagements with PJT that would trigger related-party review; current filings show Pay Governance as the compensation consultant and no related-party transactions .
  • External directorship at JELD-WEN transitioned from “current” (2024) to “past five years” (2025), reducing potential overboarding risk; continue to track any new board seats versus AMETEK’s “≤3 boards” guideline .

• RED FLAGS: None disclosed in proxies regarding conflicts, pledging/hedging, option repricing, tax gross-ups, or related-party transactions; committee consultant independence affirmed .

• Shareholder sentiment: Say-on-pay support ~95% historically; 95% support last year—indicative of investor confidence in compensation governance that Stefany helps oversee via Compensation Committee .