Thomas A. Amato
AMETEK INC/About Thomas A. Amato
Independent director of AMETEK, Inc. since 2017; Chief Executive Officer and President of TriMas Corporation. Age 60 as of March 1, 2024; brings more than 25 years of broad industrial and international operating experience, including prior leadership roles at Metaldyne and Metaldyne Performance Group. Serves as Chair of AMETEK’s Compensation Committee and is classified as independent under NYSE and AMETEK guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metaldyne, LLC | Chief Executive Officer and President | Not disclosed | Global industrial leadership experience |
| Metaldyne Performance Group Inc. | Co-President | Not disclosed | Led multibillion-dollar business operations |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| TriMas Corporation (public) | Chief Executive Officer and President; Director | Current | Not disclosed |
Board Governance
- Independence and committee work: Amato is an independent director and Chair of the Compensation Committee; AMETEK affirms eight of nine directors are independent and all committee members meet NYSE independence standards .
- Board/committee structure and meetings: Board met four times in 2024 and five times in 2023; each director attended at least 75% of board/committee meetings; all directors attended the respective annual meetings .
- Executive sessions and leadership: Lead Independent Director (Anthony J. Conti) chairs at least annual executive sessions of independent directors .
- Overboarding and outside directorships: AMETEK generally limits outside public boards to three; board confirms compliance via annual D&O process .
- Anti-hedging/pledging and clawback: Directors and officers are prohibited from hedging or pledging AMETEK stock; no directors/officers have pledged shares; recoupment policy adopted Nov. 2, 2023 per NYSE Rule 303A.14 .
- Compensation consultant independence: Pay Governance LLC engaged; Compensation Committee assessed and found no conflicts .
Committee Assignments (current)
| Committee | Role |
|---|---|
| Compensation | Chair (C) |
| Audit | — |
| Corporate Governance/Nominating | — |
Fixed Compensation
Policy-level director compensation and Amato’s actual compensation.
- Director program (FY2024): Annual cash retainer $110,000; restricted stock award $185,000; additional retainers: Lead Independent Director $35,000, Committee Chairs—Audit $25,000, Compensation $20,000, Corporate Governance/Nominating $20,000 .
- Program changes from FY2023: Restricted stock award increased to $185,000 (from $165,000); Lead Independent Director retainer increased to $35,000 (from $30,000) .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $130,000 | $130,000 |
| Stock Awards (USD) | $167,537 | $187,388 |
| All Other Compensation (USD) | $2,544 | $2,577 |
| Total (USD) | $300,081 | $319,965 |
Vesting: Director restricted stock vests one-third on each of the first three anniversaries; dividends accrue with interest until vesting .
Performance Compensation
Directors do not receive performance-based bonuses. As Compensation Committee Chair, Amato oversees AMETEK’s executive pay-for-performance design:
- Short-Term Incentive (STI) measures include Adjusted EPS, Organic Revenue Growth, Operating Income/Working Capital (for groups), and Discretionary components; targets set from budget with defined threshold/maximum ranges .
- Long-Term Incentive (PRSU) metrics: Return on Tangible Capital (ROTC) and Relative TSR vs S&P 500 Industrials; 3-year performance period; payout 50–200% per metric with forfeiture below threshold .
2024 CEO STI Outcome (Design and Results)
| Measure | Weight | Threshold | Target | Maximum | Actual | Payout % | Award (USD) |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | 65% | $5.48 | $6.85 | $7.54 | $6.83 | 99% | $1,345,072 |
| Organic Revenue Growth | 15% | -1.60% | 3.40% | 8.40% | -2.10% | 0% | $0 |
| Discretionary | 20% | 0% | 100% | 200% | 180% | 180% | $754,928 |
| Total STI Paid | — | — | — | — | — | — | $2,100,000 (100% of target) |
PRSU Framework (2024–2026 cycle)
| Performance Measure | Target | Threshold | Maximum | Comparator/Method |
|---|---|---|---|---|
| ROTC | 100% | 60% | 120% | Absolute vs internal standards |
| Relative TSR | 50th percentile | 30th percentile | 80th percentile | S&P 500 Industrials; 10-day avg price windows; dividends accrued |
Recent PRSU performance: 2022–2024 payout at 110% (ROTC vested 95%; TSR vested 125%) .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| TriMas Corporation | Current Director and CEO/President | Public company; no AMETEK related-party transactions disclosed in 2023–2024 |
AMETEK’s overboarding guideline limits outside public boards to three; board confirms compliance (addresses time-commitment risk) .
Expertise & Qualifications
- Industrial/operator: Over 25 years of leadership in global, multibillion-dollar industrial businesses; extensive international exposure .
- Governance: Chair of Compensation Committee; deep experience aligning executive compensation with performance .
- Strategy/operations: CEO experience at TriMas; prior CEO roles at Metaldyne entities emphasize operational excellence .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Thomas A. Amato | 10,240 | — | 10,240 | <1% |
Director ownership guideline: Non-employee directors must reach 5x annual cash retainer within five years; AMETEK reviews annually, but individual compliance status is not disclosed for Amato .
Governance Assessment
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Strengths
- Independent director; Compensation Committee Chair with use of independent consultant (Pay Governance) and formal charter/process; no consultant conflicts reported .
- Robust governance controls: anti-hedging/pledging; clawback compliant with Rule 10D-1; proxy access; annual board self-evaluation .
- Attendance and engagement: board met 4× (2024) and 5× (2023); each director ≥75% attendance; annual meeting attendance confirmed .
- Shareholder alignment signals: director pay includes meaningful equity; increases in equity retainer to $185k; strong, consistent say‑on‑pay support (~95%) .
-
Potential risks/red flags to monitor
- External CEO role (TriMas) could elevate time‑commitment risk, though AMETEK’s overboarding policy and board compliance mitigate this concern .
- No disclosed individual director attendance rates; only threshold disclosure (≥75%); continue monitoring future proxies for any attendance shortfalls .
-
Conflicts/related-party
- No related-party transactions reported in 2023 or 2024; anti‑hedging/pledging policy in effect; no pledging by directors .
-
Compensation structure quality
- Executive pay emphasizes at‑risk and long‑term equity; clear STI/PRSU metrics (Adjusted EPS, Organic Revenue, ROTC, Relative TSR) with defined ranges; CEO STI included discretion calibrated to qualitative performance .
Overall assessment: Governance practices and committee leadership under Amato support board effectiveness and investor confidence, with clear pay-for-performance frameworks, independence safeguards, and no related-party exposures disclosed .