Tod E. Carpenter
AMETEK INC/About Tod E. Carpenter
Independent director at AMETEK (AME) since 2019; Chairman, President & CEO of Donaldson Company, Inc. (NYSE: DCI). Age 64 as of March 1, 2024; AME board tenure ~6 years through 2025. Core credentials: public company CEO, global operations and general management. AME’s board affirms his independence under NYSE and AMETEK categorical standards, and each director met at least the 75% attendance threshold in 2024. He currently serves on AME’s Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donaldson Company, Inc. | President & Chief Executive Officer | Since April 2015 | Leads global filtration company; public company CEO experience |
| Donaldson Company, Inc. | Chairman | Since November 2017 | Board leadership; governance and strategy oversight |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Donaldson Company, Inc. | Director (Chairman, President & CEO) | Since April 2015 (CEO); since Nov 2017 (Chair) | Current public company board; industrials exposure |
Board Governance
- Committee assignments (current): Compensation Committee member (not chair). Meeting cadence in 2024: Audit (8), Compensation (5), Corporate Governance/Nominating (4).
- Independence: AME board determined all directors other than the CEO are independent; Carpenter is independent.
- Attendance and engagement: Board met 4 times in 2024 (all in person); each director attended ≥75% of board and committee meetings served.
- Board leadership and process: Lead Independent Director chairs executive sessions; regular executive sessions of independent directors.
- Overboarding policy: Generally advisable to limit outside directorships to three; annual compliance check confirmed all directors are in compliance.
Fixed Compensation
Program structure and Carpenter’s actual compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Cash Retainer ($) | $110,000 | $110,000 |
| Equity – Restricted Stock Award (grant-date FV, $) | $167,537 | $187,388 |
| Option Awards ($) | — | — |
| All Other Compensation ($) | $2,544 | $2,577 |
| Total ($) | $280,081 | $299,965 |
- Director program levels (2024): annual cash retainer $110,000; annual restricted stock award $185,000; additional cash retainers: Lead Independent Director $35,000; Committee Chairs—Audit $25,000, Compensation $20,000, Governance/Nominating $20,000.
- Structure note: AME pays annual retainers in cash and time-based restricted stock; no per-meeting fees disclosed.
Performance Compensation
| Element | Details |
|---|---|
| Performance-based cash | Not used for non-employee directors; compensation delivered via cash retainer and time-based restricted stock awards. |
| Equity metrics | Director equity is restricted stock (time-based); proxy does not specify director award performance metrics. |
Other Directorships & Interlocks
| Topic | Findings |
|---|---|
| Current public company boards | Donaldson Company, Inc. (Chairman, President & CEO). |
| Potential interlocks/conflicts | AME’s independence standards address compensation committee interlocks; board affirmed independence for all non-CEO directors; no interlocks disclosed. |
| Related party transactions | AME reported no related party transactions in 2024; none proposed. |
Expertise & Qualifications
- Public company CEO with general management and global leadership experience; brings operating and strategic oversight.
- Committee experience on AME’s Compensation Committee; contributes to pay design, succession planning, and oversight with independent consultant support (Pay Governance; independence affirmed).
- Education not disclosed in AME proxy.
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (common shares) | 8,500 shares as of Jan 9, 2025 (<1% of class). |
| Unvested restricted shares (board members) | 2,240 unvested restricted shares per non-management director at 12/31/2024. |
| Pledged shares | None; anti-pledging policy applies and no directors/officers have pledged shares. |
| Hedging | Prohibited for directors/officers. |
| Ownership guidelines (directors) | Expected to own shares equal to at least 5x annual cash retainer within five years. |
Governance Assessment
- Strengths: Independent director; active on the Compensation Committee; board confirms independence and ≥75% attendance; robust governance (proxy access, no poison pill, executive sessions, stock ownership guidelines), and no related party transactions reported.
- Compensation alignment: Director pay mix emphasizes equity; 2024 director equity grant-date fair value rose year over year ($167,537 → $187,388), maintaining alignment via stock while cash retainer remained flat at $110,000.
- Potential watch items (not red flags): As a sitting public company CEO, time commitments merit monitoring; AME’s overboarding policy and compliance review mitigate this risk.
- RED FLAGS: None disclosed—no related-party transactions; anti-hedging/anti-pledging policies; no compensation committee interlocks disclosed; attendance threshold met.
Compensation Committee context: Members—Thomas A. Amato (Chair), Tod E. Carpenter, Anthony J. Conti, Suzanne L. Stefany; uses Pay Governance LLC as independent consultant, with no conflicts identified.