Brian Shepherd
METTLER TOLEDO INTERNATIONAL INC/About Brian Shepherd
Brian Shepherd, age 59, joined the Mettler-Toledo International Inc. board in July 2024 and serves as an independent director with expertise in industrial automation, cybersecurity, and software-led smart factory solutions. He is a member of the Audit Committee (effective January 1, 2025) and brings deep experience in product-related cybersecurity governance, secure development practices (NIST CSF 2), and SOC 2 Type 2 certifications. His prior senior roles include Rockwell Automation SVP, Hexagon division president, and multiple executive roles at PTC Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation, Inc. | Senior Vice President, Software and Control | Feb 2021 – Jun 2024 | Led governance of technology products; secure development lifecycle; NIST CSF 2; SOC 2 Type 2 |
| Hexagon | Division President, Production Software and Smart Factory | 2017 – 2020 | Strategy execution to advance Smart Factory solutions |
| PTC Inc. | EVP & GM, Enterprise Segments; EVP, Product Development | ~20-year tenure | Leadership of hardware/embedded/on-prem/cloud software across lifecycle; cybersecurity governance |
External Roles
No current public company directorships disclosed in Mr. Shepherd’s proxy biography.
Board Governance
- Independence: The board determined all nominees (including Shepherd) are independent under NYSE rules and the company’s guidelines.
- Committee assignments (2024–2025): Shepherd was appointed to the Audit Committee effective January 1, 2025; Audit Chair is Elisha W. Finney. Audit members included Finney, Kelly, Shepherd, and Wienand (Wienand left Audit Feb 6, 2025). The committee held 4 meetings in 2024.
- Audit Committee report signatories: Finney (Chair), Kelly, Shepherd, Wienand.
- Attendance: The board met 4 times in 2024; directors attended 100% of meetings except Richard Francis (88%). All directors attended the 2024 annual meeting except Shepherd, who was not yet a director at that time.
- Overboarding limit: Directors may not serve on more than four public company boards.
- Executive sessions: Regular sessions without management.
- Cybersecurity/ESG oversight: Board oversees enterprise risk annually (including ESG and cybersecurity), with Audit Committee reviewing detailed results; Shepherd’s background aligns with oversight needs.
| Committee | Shepherd’s Role | Chair | Other Members | Meetings in 2024 |
|---|---|---|---|---|
| Audit | Member (effective Jan 1, 2025) | Elisha W. Finney | Finney, Kelly, Shepherd, Wienand (to Feb 6, 2025) | 4 |
| Compensation | Not a member | Thomas P. Salice | Francis, Kelly, Wienand | 5 |
| Nominating & Corporate Governance | Not a member | — | Doat‑Le Bigot, Salice, Zhang | 4 |
Fixed Compensation
| Component (Directors – 2024 Program) | Amount |
|---|---|
| Annual cash retainer | $82,500 |
| Committee member fee – Audit | $11,500 |
| Committee member fee – Compensation | $9,250 |
| Committee member fee – Nominating & Corporate Governance | $7,000 |
| Annual grant of stock options (approx. value) | $90,000 |
| Annual grant of stock (approx. value) | $90,000 |
| Lead Director additional stock grant (approx. value) | $40,000 |
| Brian Shepherd – Actual 2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $42,500 |
| Stock Awards (grant-date fair value, ASC 718) | $89,529 |
| Option Awards (grant-date fair value, ASC 718) | $90,055 |
| Total | $222,084 |
Directors must retain stock awards for two years following grant (beginning with grants made in November 2024); Board Chair has a 3-year retention.
Performance Compensation
| Equity Detail (2024) | Value/Units |
|---|---|
| Stock awards (ASC 718 fair value) | $89,529 |
| Option awards (ASC 718 fair value) | $90,055 |
| Director stock award retention period | 2 years (from grant) |
| Options held at Dec 31, 2024 (vested + unvested) | 182 options |
No director-specific performance metrics (e.g., TSR-based vesting or financial targets) are disclosed for non-employee director pay; the company’s disclosed performance metrics apply to NEO compensation (EPS, net cash flow, group sales at budget currency rates, relative TSR).
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no interlocking relationships between MTD’s board/Compensation Committee and any other company’s board/comp committee.
- Current external public boards for Shepherd: Not disclosed.
Expertise & Qualifications
- Industrial automation leadership across software and control, smart factory, and SaaS; deep technology governance experience.
- Product-related cybersecurity expertise, including secure development lifecycle practices (NIST CSF 2) and SOC 2 Type 2; adds relevant oversight capability for the board’s cybersecurity risk management.
Equity Ownership
| Holder | Direct Shares | Options Exercisable within 60 Days | Total Beneficially Owned | % of Shares Outstanding |
|---|---|---|---|---|
| Brian Shepherd | 83 | 0 | 83 | * (<1%) |
| Director Options Outstanding (Dec 31, 2024) | Units |
|---|---|
| Brian Shepherd | 182 |
- Director share ownership guideline: Non-employee directors must hold company shares equal to 5x their cash retainer within 5 years; proxy states all directors currently comply.
Governance Assessment
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Investor support: Shepherd received 18,184,898 votes “FOR” vs 208,753 “AGAINST” in the May 1, 2025 director election (strong mandate).
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Independence and oversight: Independent director; member of an independent Audit Committee with robust pre-approval controls for non-audit services and clear auditor oversight; Shepherd co-signed the Audit Committee report.
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Alignment and discipline: Director compensation is balanced between cash and equity with mandatory share retention; directors must meet ownership guidelines (5x retainer); hedging of company securities is prohibited and pledging is generally restricted for directors/officers.
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Conflicts/related-party: The company reported no related party transactions involving directors or officers in 2024; an Audit Committee process reviews and approves any such transactions to protect independence.
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RED FLAGS: None identified in filings regarding related-party transactions, hedging/pledging violations, or attendance issues for Shepherd; he did not attend the 2024 annual meeting because he was not yet a director.
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Context on say-on-pay sentiment: 2025 advisory vote on executive compensation passed (15,902,548 “FOR” vs 2,474,793 “AGAINST”), supportive governance backdrop for board oversight.