Patrick Kaltenbach
METTLER TOLEDO INTERNATIONAL INC/About Patrick Kaltenbach
Patrick Kaltenbach, 61, has served as President and Chief Executive Officer of Mettler-Toledo International Inc. since April 1, 2021 (joined the company in January 2021). He previously led Becton Dickinson’s Life Sciences segment (2018–Jan 2021) and Agilent’s Life Sciences and Applied Markets Group (2014–2018) after holding leadership roles at Agilent and Hewlett-Packard since 1991 . Under Mettler-Toledo’s long-term performance framework, the company delivered a 2,285% total shareholder return over the 20-year period ending December 31, 2024 versus 618% for the S&P 500, and executive pay is closely tied to metrics such as adjusted EPS, net cash flow, group sales, and relative TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Becton Dickinson (BD) | President, Life Sciences Segment | 2018–Jan 2021 | Senior operating leadership in life sciences before joining Mettler-Toledo |
| Agilent Technologies | President, Life Sciences and Applied Markets Group | 2014–2018 | Led core analytical/life sciences business prior to BD |
| Agilent / Hewlett-Packard | Multiple leadership roles | 1991–2014 | Progressive leadership across functions in analytical instruments/life sciences tools |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | 965,580 | 1,022,379 | 1,062,138 |
| Target annual bonus (% of base) | 50% | 50% | 50% |
| Actual annual bonus ($) | 726,599 | 158,469 | 764,739 |
| CEO pay ratio | — | — | 150:1 (CEO $6,817,569 vs median $45,374) |
Notes:
- Annual incentive “POBS Plus” targets are set annually; CEO target payout is 50% of base with a maximum outcome of 169.4% of base at 130% achievement in 2024 .
Performance Compensation
Annual Cash Incentive (POBS Plus) – 2024 Design and Outcomes
- Weighting and design: 75–80% on Group/Operating Unit financials (aligned to plan/budget); 12–17% personal objectives; 8% ESG objectives (environmental, social, governance) .
- CEO payout: 72% of base salary for 2024; target 50% of base; maximum opportunity 169.4% of base .
| 2024 Performance Metrics | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted non-GAAP EPS ($) | 39.43 | 40.67 | 44.39 | 41.11 |
| Net cash flow ($mm) | 999.2 | 1,053.2 | 1,215.2 | 1,093.9 |
| Group sales at budgeted FX ($mm) | 3,809.0 | 3,887.5 | 4,123.0 | 3,905.1 |
ESG component targets include progress on Scope 1–3 emissions, waste reduction/recycling, sustainable packaging, responsible sourcing, workforce diversity/safety, and governance/reporting best practices .
Long-Term Incentives (LTI)
- Ongoing LTI vehicles: non-qualified stock options (5-year ratable vesting, 10-year term) and PSUs based on 3-year relative TSR versus S&P 500 Healthcare and Industrials (30th percentile threshold = 0%, 60th = 100%, 75th+ = 200%; capped at 100% if absolute TSR negative) .
- 2024 CEO grants (Nov 12, 2024): PSU target 1,323 units (max 2,646), options 6,175 at $1,260.97 exercise price; aggregate grant-date fair value across PSU and options $4,582,181 .
- Special 2023 CEO one-time grant: 40% RSUs (3-year ratable vesting) and 60% performance options (4-year performance period; vesting based on sales CAGR: <3% = 0%, 3% = 50%, 4% = 100%, ≥5% = 150%) .
- 2025 structural change (bifurcated LTI and mix expanded to include time-based RSUs): The Compensation Committee approved 2025 LTI as 1/3 PSUs, 1/3 options, 1/3 RSUs, split half in May and half in November 2025; CEO May 8, 2025 grant: 679 PSUs, 1,855 options, 728 RSUs; CEO target LTI value +~5% vs 2024 .
| LTI Detail | 2022 | 2023 | 2024 | 2025 (May tranche) |
|---|---|---|---|---|
| PSU target (#) | — | Granted; see outstanding PSU table below | 1,323 target (max 2,646) | 679 target (May tranche only) |
| Options (#) and key terms | Annual options; 5-yr ratable vest; 10-yr term | Annual options + 2023 performance options (4-year performance period) | 6,175 options at $1,260.97 (11/12/24 grant) | 1,855 options (May tranche only) |
| RSUs (time-based) | — | One-time RSUs (3-year ratable vest) | RSUs outstanding from 2023 grant (650 unvested at 12/31/24) | 728 RSUs (May tranche only) |
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Holder | Direct | Indirect (options exercisable ≤60 days) | Total | % of shares outstanding |
|---|---|---|---|---|
| Patrick Kaltenbach (CEO) | 1,713 | 15,488 | 17,201 | <1% |
- Ownership guidelines: CEO required to accumulate $5.5 million of equity by year 5 with progressive milestones; all officers satisfy guidelines .
- Hedging/pledging: Executives and directors are prohibited from hedging company securities and generally restricted from pledging .
- Share Purchase Plan: Executives may elect to purchase shares with cash incentive; shares are restricted for 5 years .
Outstanding Equity Awards (as of December 31, 2024)
| Award type | Exercisable | Unexercisable/Unearned | Exercise price | Grant date | Expiration/Notes |
|---|---|---|---|---|---|
| Stock options | 2,769 | 1,846 | $1,233.47 | 01/25/2021 | 01/25/2031 |
| Stock options | 2,886 | 1,924 | $1,175.19 | 04/01/2021 | 04/01/2031 |
| Stock options | 3,951 | 2,634 | $1,484.40 | 11/04/2021 | 11/04/2031 |
| Stock options | 2,526 | 3,789 | $1,225.87 | 11/03/2022 | 11/03/2032 |
| Stock options | 1,471 | 5,884 | $1,024.55 | 11/09/2023 | 11/09/2033 |
| Performance options (one-time) | — | 2,504 (uneaned) | $1,024.55 | 11/09/2023 | 4-year performance period to 12/31/2027 |
| Stock options | 0 | 6,175 | $1,260.97 | 11/12/2024 | 11/12/2034 |
| RSUs (unvested) | — | 650 units; $795,392 MV at $1,223.68 (12/31/24) | — | 11/09/2023 | 3-year ratable vest |
| PSUs (target unearned) | — | 1,042 (11/03/22 grant) | — | 11/03/2022 | 3-year performance; settles after period |
| PSUs (target unearned) | — | 1,331 (11/09/23 grant) | — | 11/09/2023 | 3-year performance |
| PSUs (target unearned) | — | 1,323 (11/12/24 grant) | — | 11/12/2024 | 3-year performance |
Employment Terms
- Employment agreement (no fixed term): terminable by either party without cause on 6–12 months’ notice; during notice period, executive receives base salary, target cash incentive, and continued benefits .
- Non-compete: 6–12 months post-termination .
- Severance/change-in-control economics: No cash severance upon termination or change in control; equity does not accelerate and does not vest automatically upon change in control .
- Clawback: NYSE 303A.14-compliant policy applies to incentive-based compensation for the 3 completed fiscal years preceding any required restatement; no recoveries outstanding as of 12/31/2024 .
- Insider trading/repurchase procedures: Company maintains policies designed to ensure compliance with insider trading laws and NYSE standards .
- Tax equalization: Company bears incremental U.S. tax for non-U.S. executives (e.g., Kaltenbach) to keep them tax-neutral; 2024 amounts for Kaltenbach: tax equalization $134,807; retirement contribution $220,425; Swiss insurance $26,483; allowances $17,721; misc. benefits $9,075 .
Compensation Structure Analysis
- Mix and pay-for-performance: CEO target bonus at 50% of base and LTI emphasis on options/PSUs align compensation with performance. 2024 CD&A indicates average NEO target achievement of 104% and CEO payout at 72% of base, reflecting above-target results on financial metrics while maintaining disciplined target setting .
- RSU introduction (2025): Committee bifurcated 2025 LTI (May/Nov) and added one-third RSUs to the mix, modestly increasing retentive, time-based pay; CEO 2025 target LTI value increased ~5% vs 2024 . This slightly lowers performance leverage versus a pure options/PSU mix but enhances retention in a competitive labor market .
- Governance safeguards: Robust clawback, stringent hedging/pledging restrictions, and equity ownership guidelines (all officers compliant) support alignment and risk management .
Say-on-Pay and Peer Group
- 2024 say-on-pay approval: 84% of votes cast supported NEO compensation .
- Compensation benchmarking: PM&P and WTW data used; peer companies include Agilent, AMETEK, Bio-Rad, Bruker, Fortive, Hologic, IDEX, Intuitive Surgical, Nordson, Revvity, ResMed, Rockwell Automation, Teledyne, Teleflex, Waters, Xylem .
Performance & Track Record
- Pay-versus-performance disclosures show “Compensation Actually Paid” (Item 402(v)) tracked alongside TSR, peer TSR (SIC 3826), net income, and adjusted EPS over 2020–2024 .
- Strategic commentary (Q3 2025): CEO cited strong industrial growth, disciplined acquisitions (e.g., Genie Vortex mixers and distribution partners; <1% revenue in Q3, ~1% through 1H26), and positioning for automation/digitalization/onshoring tailwinds; cautious near-term on Europe and budget flush dynamics; China returning to low-single-digit growth .
Related Party Transactions and Red Flags
- 2024 related party transactions: None involving directors/officers .
- Repricing/option timing: Equity grant practices avoid timing around MNPI and blackout windows; 2024 grants not timed to filings; options priced at NYSE close on grant date .
- No CIC acceleration and no cash parachutes reduce “golden parachute” risk; hedging/pledging restricted; clawback in place .
Equity Ownership & Alignment (Supplemental)
| Item | Policy/Status |
|---|---|
| CEO ownership guideline | $5.5 million by year 5; progressive milestones; all officers comply |
| Hedging/pledging | Prohibited/restricted for executives and directors |
| Share Purchase Plan | Allows use of cash incentive to purchase restricted shares (5-year hold) |
Investment Implications
- Alignment: High at-risk pay (options/PSUs), stringent ownership/hedging/pledging policies, and no CIC severance or acceleration strongly align CEO incentives with TSR and long-term performance .
- Retention risk: Significant unvested options/PSUs (and added RSUs in 2025) plus multi-year vesting mitigate flight risk; bifurcated 2025 LTI enhances retention but marginally lowers performance leverage due to RSU component .
- Pay-for-performance: Annual bonus tightly linked to adjusted EPS, cash flow, and sales; 2024 payout at 72% of base reflects above-target outcomes without maxing out, indicating reasonably calibrated targets .
- Trading signals: No hedging/pledging and 5-year restricted share purchase plan reduce forced selling risk; lack of CIC acceleration reduces parachute-driven event optionality; monitor upcoming PSU cycles and option vestings for potential selling windows .