Ingrid Zhang
METTLER TOLEDO INTERNATIONAL INC/About Ingrid Zhang
Independent director at Mettler-Toledo International Inc. (MTD) since February 2023; age 52. She serves on the Nominating & Corporate Governance Committee and is currently Chief Commercial Officer, International at Novartis; prior roles include President & MD Novartis China (Oct 2023–May 2024), President China, Innovative Medicines (2022–Oct 2023), President Novartis Pharmaceuticals China (2017–2022), with earlier senior roles at AstraZeneca, Pfizer, and McKinsey. The board is 100% independent; all nominees (including Zhang) are independent, and she attended 100% of required board/committee meetings in 2024. Executive sessions (without management) are held regularly, typically at each board meeting.
Past Roles
| Organization | Role | Dates | Committees/Impact |
|---|---|---|---|
| Novartis | Chief Commercial Officer, International | Current | Senior commercial leadership across international markets |
| Novartis | President & Managing Director, Novartis China | Oct 2023–May 2024 | Country leadership in a key pharma market |
| Novartis | President, China, Innovative Medicines | 2022–Oct 2023 | P&L and strategy for innovative medicines in China |
| Novartis | President, Novartis Pharmaceuticals China | 2017–2022 | Led China pharmaceuticals operations |
| Novartis | Various leadership roles | Since 2011 | Progressive responsibility within Novartis |
| AstraZeneca; Pfizer; McKinsey & Company | Senior management/consulting roles | Prior to 2011 | Strategy and operating roles across pharma and consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Novartis | Chief Commercial Officer, International | Current | Executive role; not disclosed as a public company directorship |
| Other public company boards | — | — | No other public directorships disclosed for Zhang in the proxy |
Board Governance
- Independence: Board is 100% independent; all director nominees (including Zhang) are independent. Board Chair is independent; Lead Director is Thomas P. Salice.
- Committees: Zhang serves on the Nominating & Corporate Governance Committee (independent committee).
- Meetings & attendance: Board met 4 times in 2024; Nominating & Corporate Governance Committee met 4 times; Zhang attended 100% of required board/committee meetings.
- Engagement: Regular executive sessions without management, typically at each board meeting; directors expected to attend annual meeting (all attended in 2024 except a new director not yet appointed at the time).
| Governance Item | Detail |
|---|---|
| Committee assignment | Nominating & Corporate Governance Committee – Member |
| Committee meetings (2024) | Nominating & Corporate Governance: 4 meetings |
| Board meetings (2024) | 4 meetings |
| Attendance (2024) | 100% for each director other than one exception (not Zhang) |
| Independence status | Independent director |
| Executive sessions | Regularly held without management |
Fixed Compensation
- Structure (Non-Chair directors, 2024): Annual cash retainer $82,500; committee member fees—Nominating & Corporate Governance $7,000; Audit $11,500; Compensation $9,250. Additional chair/lead director fee schedules as disclosed.
| Component | Amount (USD) |
|---|---|
| Annual cash retainer | $82,500 |
| Nominating & Corporate Governance Committee member fee | $7,000 |
| Audit Committee member fee | $11,500 |
| Compensation Committee member fee | $9,250 |
| Committee chair fees (for reference) | Audit $25,000; Compensation $21,250; Nominating & Corporate Governance $13,750 |
- Actual 2024 for Ingrid Zhang:
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $89,500 |
Notes: Directors are reimbursed for reasonable travel/out-of-pocket costs.
Performance Compensation
- Structure: Annual equity comprising stock options ($90,000 value) and stock ($90,000 value); shares from stock grants must be held for two years following grant (beginning with grants made in November 2024). Directors (other than the Board Chair with a longer hold) are subject to this two-year hold.
| 2024 Equity (Grant Date Fair Value, USD) | Amount |
|---|---|
| Stock awards (shares) | $89,529 |
| Option awards | $90,055 |
- Performance metrics: Non-employee director equity is time-based (no disclosed performance metrics for director grants).
| Performance Metric | Applies to Director Pay? |
|---|---|
| Financial/ESG metrics tied to director equity | Not applicable; director grants are stock and options without disclosed performance conditions |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Zhang in the proxy |
| Prior public company boards | None disclosed for Zhang in the proxy |
| Interlocks | Company discloses no compensation committee interlocks for 2024 (board-level disclosure) |
| Board service policy | Directors may not serve on more than four public company boards |
Expertise & Qualifications
- Deep commercial leadership in pharmaceuticals, including leading Novartis in China and international commercial operations—relevant to MTD’s pharma/life sciences end markets.
- Strategic expertise navigating the dynamic Chinese market; prior senior roles at AstraZeneca, Pfizer, and McKinsey provide breadth across pharma and strategy.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares directly owned (as of Mar 3, 2025) | 144 |
| Options exercisable within 60 days | 265 |
| Total beneficial ownership (shares + 60-day options) | 409 |
| Percent of shares outstanding | Less than 1% |
| Total stock options held (vested + unvested) at 12/31/2024 | 572 |
Additional alignment and risk controls:
- Director ownership guideline: Non-employee directors must hold company shares equal to 5x cash retainer within five years; all directors currently comply.
- Hedging/pledging: Directors and executive officers are prohibited from hedging company securities and are generally restricted from pledging; insider trading policies apply.
- Share retention: Directors (other than the Board Chair) must retain shares from stock grants for two years following grant (starting with grants made November 2024).
Governance Assessment
- Strengths: Independent status; 100% attendance; relevant pharma market expertise; equity ownership requirement and two-year post-grant holding period support alignment; hedging/pledging restrictions reduce misalignment risk.
- Compensation transparency: Clear director pay structure with balanced cash/equity mix; 2024 totals disclosed; no meeting fees that could incentivize excessive meetings.
- Conflicts/related party: No related party transactions in 2024; board policy treats immaterial commercial relationships as categorically immaterial (e.g., where a director is an employee of a company that buys from/sells to MTD and volume is under the greater of $1 million or 2% of either party’s revenues), supporting independence. Zhang’s Novartis role is disclosed, but no related-party dealings reported.
- Shareholder signals: 2024 Say-on-Pay approval was 84%, indicating generally supportive investor sentiment toward the company’s compensation governance framework.
RED FLAGS: None identified specific to Zhang—no attendance shortfalls, no related-party transactions, no pledging/hedging, no disclosed interlocks. Ongoing monitoring warranted given her senior executive role at a major pharma customer industry; however, independence criteria and related-party reviews are in place and no 2024 transactions were reported.