Gerhard Keller

About Gerhard Keller

Gerhard Keller is Head of Process Analytics and a Named Executive Officer (NEO) at Mettler-Toledo (MTD). He has been disclosed as an NEO since at least 2019; education, age, and prior biography details are not provided in the company’s proxy statements . His compensation is tied to annual EPS, net cash flow, sales, and individual/ESG targets, with long-term equity linked to relative total shareholder return (rTSR) and stock price appreciation, aligning pay with performance . As context, the company’s 20-year TSR was 2,285% vs. 618% for the S&P 500 in the period ending 2024, and 2,774% vs. 536% for the 20-year period ending 2023, underscoring strong long-term value creation .

Past Roles

External Roles

Not disclosed in MTD proxy statements for Mr. Keller .

Fixed Compensation

Multi-year Summary Compensation for Gerhard Keller (USD):

Perquisites and employer contributions:

Notes:

• Tax equalization agreements for Keller (non-U.S. citizen/resident taxed in Switzerland) leave him “no better/no worse off”; the company pays incremental U.S. taxes, with negative entries reflecting repayments by the executive when Swiss taxes are lower .

Performance Compensation

Cash Incentive Plan (POBS Plus) – Targets and Outcomes

Plan uses EPS, net cash flow, sales, and individual/ESG targets; target achievement is designed to be challenging and payout sensitive to over/under-performance .

Cash incentive payout as % of base salary:

• 2024: Keller 65%
• 2020: Keller 102%

Equity Grants, Vesting, and Performance Conditions

• Stock options: 5-year pro rata vesting (20% per year), 10-year term; aligns with stock price appreciation; future grants expected to follow similar schedules .
• PSUs: 3-year cliff vesting based on rTSR vs S&P 500 Healthcare and Industrials indices; threshold at 30th percentile (0% vest), 60th percentile at 100%, 75th percentile at 200%; capped at 100% if absolute TSR is negative .

Keller’s annual grants (plan-based awards):

Outstanding equity at FY 2023 (snapshot):

Vesting and insider selling pressure (realized transactions):

Equity Ownership & Alignment

Ownership guidelines and policies:

• Ownership requirement: Other executive officers must hold equity equal to 2x base salary; executives have 5 years to comply; all officers meet guidelines .
• Hedging and pledging: Executive officers are prohibited from hedging and generally restricted from pledging company securities .
• Share Purchase Plan: Executives may use cash incentive to buy shares at NYSE close; shares are restricted from sale/transfer/pledge for 5 years (exceptions for death/disability) .

Beneficial ownership:

Employment Terms

• Employment agreements: Provide for base salary, participation in cash incentive plan and benefits; non-compete for 6–12 months post-termination; no fixed term (effective term 6–12 months because termination can occur without cause with notice) . During notice, executives receive base salary, target cash incentive, and benefits; equity continues to vest while employed .
• Severance and Change-in-Control: NEOs are not entitled to any payment upon change in control or termination (regardless of type); stock options do not accelerate; PSUs vest prorata based on actual performance through change-in-control date (illustrative values disclosed for 2022) .

Compensation Peer Group & Governance Inputs

• rTSR comparator indices for PSUs: S&P 500 Healthcare Index and S&P 500 Industrials Index .
• Pay-versus-performance disclosure references peer group TSR calculated using the SIC Code 3826 Index – Laboratory Analytical Instruments (market-cap weighted) .
• Independent compensation consultant: Pearl Meyer & Partners advises the Compensation Committee; committee retains sole authority and oversight .

Say-on-Pay & Shareholder Feedback

Compensation Structure Analysis

• Mix and at-risk pay: Keller’s pay includes significant at-risk components: cash incentives tied to EPS/cash flow/sales/ESG and multi-year PSUs/options; 2024 cash incentive paid at 65% of base, reflecting above-target aggregate outcomes; 2023 cash incentive was modest ($37,624), consistent with lower achievement (average 94%) .
• Long-term emphasis: Options with 5-year vesting and 10-year term plus PSUs contingent on rTSR promote long-term alignment; PSU vesting is capped if absolute TSR < 0 to guard against windfall outcomes .
• Governance protections: Robust clawback compliant with NYSE 303A.14; prohibitions on hedging; restrictions on pledging; ownership guidelines met—reducing misalignment risk .

Investment Implications

• Alignment: Strong structural alignment via multi-year PSUs and options, stringent ownership guidelines, and anti-hedging/pledging policies—reducing agency conflicts; Keller’s beneficial ownership is modest but consistent with option-heavy packages and policy compliance .
• Near-term selling pressure: Historical option exercises (2019–2023) indicate periodic monetization; continuing annual option grants and progressive vesting schedules could create episodic supply, though 5-year lock-up shares from the purchase plan mitigate some near-term liquidity .
• Retention risk: Absence of cash severance and change-in-control payments suggests limited “golden parachute” protections; however, paid notice periods with ongoing vesting and competitive equity grants support retention incentives .
• Performance sensitivity: Cash incentives are materially sensitive to EPS/cash flow/sales outcomes (e.g., 2024 at 65% vs. 2020 at 102% of base), and PSUs hinge on rTSR against sector indices—both serve as leading indicators for compensation momentum tied to operating and share performance .
• Governance signal: Consistently strong say-on-pay support (84–95%) and use of an independent consultant underscore investor acceptance of pay practices and alignment .