Elisha Finney
METTLER TOLEDO INTERNATIONAL INC/About Elisha W. Finney
Elisha W. Finney, age 63, has served as an independent director of Mettler‑Toledo International Inc. since November 2017 and is Chair of the Audit Committee; she holds a BBA in Risk Management and Insurance from the University of Georgia and an MBA from Golden Gate University . The board is 100% independent and uses NYSE criteria and immaterial relationship thresholds to determine independence; Finney was nominated as an independent director for a one‑year term and attended 100% of required board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varian Medical Systems, Inc. | Chief Financial Officer | 1999–June 2017 | Under her financial leadership, Varian achieved and sustained decades‑long growth in revenues and profitability . |
| Varian Medical Systems, Inc. | Various finance roles | 1988–1999 | Progression through finance prior to CFO appointment . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICU Medical, Inc. | Director | Current | Audit Committee member . |
| Viatris Inc. | Director | Current | Audit Committee member . |
| Cutera, Inc. | Director | Until June 2019 | — . |
| iRobot Corporation | Director | Until November 2021 | — . |
| NanoString Technologies, Inc. | Director | Until June 2024 | — . |
Board Governance
- Board structure: eight directors, independent non‑executive Board Chair, Lead Director (Thomas P. Salice), and three committees (Audit, Compensation, Nominating & Corporate Governance); all nominees independent .
- Committee assignments: Finney chairs the Audit Committee; Audit members are independent and financially literate, and Finney and Dr. Wienand are “financial experts” per SEC definitions .
- Risk oversight: the Audit Committee oversees enterprise risk assessment (including ESG and cybersecurity), internal audit, and PwC independence; Finney signed the Audit Committee report as Chair .
- Attendance and engagement: the Board met four times in 2024 and holds regular executive sessions without management; Finney attended 100% of required meetings .
- Board policies: proxy access, majority voting, retirement at 72, limit of four public company boards, director stock ownership guidelines, regular evaluations and refreshment .
- Related party transactions: none in 2024; any such transactions must be approved by disinterested Audit Committee members per a written policy .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $82,500 | Standard non‑chair director retainer . |
| Committee member fees – Audit | $11,500 | Per director; Audit Chair fee $25,000 . |
| Committee member fees – Compensation | $9,250 | Chair fee $21,250 . |
| Committee member fees – Nominating & Corporate Governance | $7,000 | Chair fee $13,750 . |
| Annual stock option grant (approx. value) | $90,000 | Granted annually; vests over five years . |
| Annual stock grant (approx. value) | $90,000 | Directors must retain shares for two years; Board Chair three years . |
2024 actual compensation paid:
| Name | Fees Earned/Paid in Cash | Stock Awards (Grant‑date FV) | Option Awards (Grant‑date FV) | Total |
|---|---|---|---|---|
| Elisha W. Finney | $107,500 | $89,529 | $90,055 | $287,084 |
Performance Compensation
- Director pay is not tied to performance metrics; directors receive annual stock and option grants with retention and vesting requirements, aligning interests with shareholders .
- Executive pay (for oversight context) is tied to objective metrics under the POBS Plus plan and PSUs based on relative TSR; the Compensation Committee monitors alignment and independence of consultants .
2024 executive incentive performance metrics (governance oversight reference):
| Metric | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted Non‑GAAP EPS ($) | $39.43 | $40.67 | $44.39 | $41.11 |
| Net Cash Flow ($mm) | $999.2 | $1,053.2 | $1,215.2 | $1,093.9 |
| Group Sales (budget FX, $mm) | $3,809.0 | $3,887.5 | $4,123.0 | $3,905.1 |
PSU rTSR vesting schedule (3‑year, relative to S&P 500 Healthcare and Industrials):
| rTSR Percentile Rank | Shares Earned as % of Target |
|---|---|
| ≤30% (Threshold) | 0% |
| 45% | 50% |
| 60% (Target) | 100% |
| 67.5% | 150% |
| ≥75% (Maximum) | 200% (capped at 100% if absolute TSR negative) |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company boards policy | Limit of four public company boards; Finney’s current roles (MTD, ICU Medical, Viatris) comply . |
| Compensation Committee interlocks | None; the Compensation Committee members (Salice, Francis, Kelly, Wienand) had no relationships requiring disclosure under Item 404 and no interlocking relationships with other companies’ boards/committees in 2024 . |
Expertise & Qualifications
- Financial expert: designated “financial expert” by the Board for the Audit Committee .
- Education: BBA (Risk Management & Insurance), University of Georgia; MBA, Golden Gate University .
- Senior finance leadership: long‑tenured CFO of Varian with sustained revenue and profitability growth; extensive governance experience across public boards .
Equity Ownership
| Holder | Direct Shares | Indirect (Options exercisable within 60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Elisha W. Finney | 311 | 1,819 | 2,130 | <1% |
Options held at 12/31/2024:
| Director | Stock Options (#) |
|---|---|
| Elisha W. Finney | 2,126 |
Ownership alignment and policies:
- Director stock ownership guidelines: non‑employee directors must hold shares equal to 5× cash retainer within five years; all directors comply .
- Share retention: directors (other than Board Chair) must retain stock awards for two years from grant (starting with November 2024 grants); Board Chair must retain for three years .
- Hedging/pledging: directors and executive officers are prohibited from hedging and are generally restricted from pledging company securities .
Insider trades (recent):
| Date | Transaction | Shares | Price | Value | Notes |
|---|---|---|---|---|---|
| Nov 10, 2025 | Sale | 474 | $1,433.57 | $679,512 | Reported on SEC Form 4; after sale, direct holdings 311 shares . |
| Nov 10, 2025 | Option exercise | 474 | $595.31 | — | Paired with sale; disclosed in Form 4 . |
| Nov 11, 2025 | Acquisition | 63 | — | — | Additional acquisition disclosed; per media summaries . |
Governance Assessment
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Strengths
- Independence and engagement: 100% independent board; Finney is independent and attended 100% of required meetings in 2024, signaling strong engagement .
- Audit leadership: as Audit Committee Chair and designated financial expert, Finney leads oversight of financial reporting integrity, internal controls, and enterprise risk (including ESG and cybersecurity) .
- Alignment policies: director ownership guidelines (5× retainer), share retention requirements, and prohibitions on hedging/pledging promote long‑term alignment .
- No related‑party transactions: none involving directors/officers in 2024 per the company’s policy .
- Say‑on‑pay support: 84% approval in 2024 suggests shareholder confidence in compensation oversight .
-
Watch‑items / RED FLAGS
- Insider selling: Finney sold 474 shares on Nov 10, 2025 (about 60% reduction to 311 direct shares), which may be perceived as modestly reducing “skin‑in‑the‑game”; context includes paired option exercise and small absolute holdings typical for directors .
- Multiple healthcare board roles: concurrent directorships at ICU Medical and Viatris overlap industry exposure to pharma/healthcare; while the board’s independence framework and related‑party policy mitigate conflicts and no transactions were reported, investors should monitor potential customer/supplier interlocks over time .
Overall, Finney’s audit expertise and consistent attendance support board effectiveness, while recent insider sales warrant monitoring for optics; governance structures and policies (ownership, anti‑hedging, independence) provide strong mitigants .