Michael Kelly
METTLER TOLEDO INTERNATIONAL INC/About Michael A. Kelly
Michael A. Kelly, age 68, is an independent director of Mettler-Toledo International Inc. (MTD) who has served on the board since July 2008. He currently sits on the Audit and Compensation Committees and has completed executive education at The Wharton School. His background includes long-tenured global operating leadership roles at 3M across the U.S., Singapore, Korea, and Germany, with expertise in strategy, restructuring, and large-scale operations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | Executive Vice President, Electronics & Energy Business | Oct 2012 – Jan 2016 | Global responsibility for a ~$6B business spanning Electronic Materials, Electrical Markets, Communications Markets, Renewable Energy, Display Materials, and film manufacturing; experience in strategic planning, restructuring, emerging markets, and operations. |
| 3M Company | Executive Vice President, Display & Graphics Business | Oct 2006 – Oct 2012 | Led complex, highly technical global businesses; extensive operations oversight. |
| 3M Company | Various management roles (US, Singapore, Korea, Germany) | 1981 – 2006 | Progressive leadership; deep international operating experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HERC Holdings Inc. | Director | Current (as of 2025) | Chair, Nominating & Corporate Governance; Member, Compensation Committee. |
Board Governance
- Board independence: 100% independent, with separate non-executive Board Chair; Lead Independent Director is Thomas P. Salice.
- Independence status: All nominees, including Mr. Kelly, determined independent.
- Committee assignments (MTD): Audit Committee; Compensation Committee (not Chair).
- Attendance: Board met 4x in 2024; each director attended 100% of board and committee meetings for which they were a member (exception noted for another director; not Mr. Kelly).
- Committee meeting cadence (2024): Audit (4); Compensation (5); Nominating & Corporate Governance (4).
- Executive sessions: Regularly scheduled, typically part of each board meeting (without management).
- Tenure on MTD board: ~17 years (rounded), with mandatory director retirement at age 72.
- Related-party transactions: None in 2024 (policy requires disinterested Audit Committee approval for any such transactions).
- Interlocks: Compensation Committee comprised of independent directors; no compensation committee interlocks with other companies.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $82,500 | Standard non-chair director retainer (2024 schedule). |
| Audit Committee member fee | $11,500 | 2024 schedule. |
| Compensation Committee member fee | $9,250 | 2024 schedule. |
| Total fees earned (Kelly, 2024) | $103,250 | Matches retainer + committee fees actually paid to Kelly in 2024. |
Additional director compensation program features:
- Share ownership guideline: Directors must hold shares equal to 5x annual cash retainer within five years; all directors comply.
- Holding requirement: Directors must retain shares from stock grants for two years from grant (three years for Board Chair).
Performance Compensation (Director Equity)
| Component | 2024 Grant Value (Fair Value) | Vesting / Holding | Performance Linkage |
|---|---|---|---|
| Stock awards (stock) | $89,529 | Shares must be held for two years from grant (non-Chair). | No performance conditions disclosed for director stock grants. |
| Option awards | $90,055 | Options granted annually to directors (standard program); options outstanding disclosed below. | No performance conditions disclosed for director options. |
Policy constraints enhancing alignment:
- Hedging/pledging: Directors and executive officers are prohibited from hedging and generally restricted from pledging company securities.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Considerations |
|---|---|---|---|
| HERC Holdings Inc. | Director | Chair, Nominating & Corporate Governance; Member, Compensation Committee | MTD discloses no compensation committee interlocks with other companies; none of the MTD Compensation Committee members (including Kelly) were officers/employees or had relationships requiring disclosure in 2024. |
Expertise & Qualifications
- Global operating leadership: Ran 3M businesses with ~$6B revenue and complex manufacturing footprint; extensive international assignments.
- Strategic/operational expertise: Strategic planning, restructuring, emerging market expansion, and operational leadership.
- Governance experience: Long-serving public company director with committee experience at MTD and HERC.
- Education: Executive education at The Wharton School.
Equity Ownership
| Detail | Amount | Notes |
|---|---|---|
| Shares owned – Direct | 1,748 | Includes 1,628 shares held in trust with spouse. |
| Shares owned – Indirect (options exercisable within 60 days) | 4,189 | Classified as “indirect” per proxy table definition. |
| Total beneficial ownership | 5,937 | Less than 1% of shares outstanding. |
| Options held (vested + unvested) at 12/31/2024 | 4,496 | Director option inventory disclosure. |
| Shares pledged as collateral | None (prohibited by policy) | Hedging/pledging restricted for directors and executive officers. |
| Director ownership guideline | 5x annual retainer; compliant | All directors meet guideline. |
Governance Assessment
-
Strengths
- Independent, experienced operator with deep global execution and strategy credentials; committee experience on Audit and Compensation at MTD.
- Strong engagement and reliability: 100% attendance for meetings required; participates on key oversight committees; Audit Committee report signed by Kelly among members.
- Alignment mechanisms: Director equity grants, two-year post-grant holding period, 5x retainer ownership guideline, and prohibitions on hedging/pledging.
- Clean governance profile: No 2024 related-party transactions; no compensation committee interlocks.
- Shareholder feedback context: Prior say-on-pay received 84% support, signaling general investor alignment with pay framework.
-
Watch items
- Long tenure (~17 years) can raise refreshment/entrenchment considerations, though MTD maintains regular refreshment and a mandatory retirement policy at 72; Kelly is currently 68.
- External commitments: Additional board at HERC (within MTD’s “≤4 boards” policy); monitor for time/attention conflicts during periods of elevated workload.
Overall, Kelly presents as an independent, engaged director with material operating and international expertise aligned to MTD’s end markets and operational complexity, solid attendance, and clear alignment mechanisms; no conflicts or governance red flags are disclosed in 2024 proxy materials.