Roland Diggelmann
METTLER TOLEDO INTERNATIONAL INC/About Roland Diggelmann
Roland Diggelmann, 57, is an independent, non-executive Board Chair of Mettler‑Toledo International Inc. (MTD), serving as a director since August 2022 and as Board Chair since May 2024. He is a Swiss citizen and former CEO of Smith & Nephew plc (2019–2022) and Roche Diagnostics (2012–2018), with prior leadership as Managing Director, Asia Pacific, Roche Diagnostics (2008–2012), and earlier senior roles at Zimmer Holdings, Centerpulse, and Sulzer Medica. His credentials emphasize multinational CEO experience, deep life sciences/pharma end-market knowledge, and international governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith & Nephew plc | Chief Executive Officer | 2019–2022 | Led global medtech; public company CEO experience |
| Roche Diagnostics | Chief Executive Officer | 2012–2018 | Led diagnostics; industry, innovation, and operations expertise |
| Roche Diagnostics | Managing Director, Asia Pacific | 2008–2012 | International market leadership and expansion |
| Zimmer Holdings; Centerpulse; Sulzer Medica | Senior management roles | Not disclosed | Broad medtech operating background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonova Holding AG | Director; Chair of Nomination and Compensation Committee | Current (not dated) | Chairs key governance/compensation oversight |
Board Governance
- Board Chair (independent) since May 2024; Board Chair does not serve on committees by policy .
- Committee service timeline: served on Audit and Compensation Committees until May 9, 2024; currently not on any committee as Board Chair .
- Independence and structure: 100% independent board; separate Board Chair and CEO; Lead Director role (Thomas P. Salice) .
- Executive sessions: regular executive sessions of directors without management, typically at each board meeting .
- Attendance: Board met four times in 2024; Roland attended 100% of required board/committee meetings (only Richard Francis was below 100%) .
- Director service limits: policy restricts service to no more than four public company boards; resignation expected upon material role changes .
| Governance Attribute | Detail |
|---|---|
| Independence status | Independent director and independent Board Chair |
| Committees (current) | None (Board Chair does not serve on committees) |
| Committees (historical) | Audit and Compensation until May 9, 2024 |
| Lead Independent Director | Thomas P. Salice |
| Executive sessions | Regular sessions without management at each meeting |
| 2024 attendance | 100% of required meetings |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board Chair, 2024) | $215,528 | Reflects director service Jan 1–May 8, 2024 and Board Chair thereafter |
| Stock award (Board Chair, grant date Nov 2024) | ~$215,000 | Grant date approximate value; Board Chair must retain for 3 years |
| Stock options award (Board Chair, grant date Nov 2024) | ~$215,000 | Grant date approximate value |
| Actual 2024 fees earned (cash) | $222,966 | Fees Earned or Paid in Cash |
| Actual 2024 stock awards (fair value) | $214,365 | ASC 718 fair value |
| Actual 2024 option awards (fair value) | $214,748 | ASC 718 fair value |
| 2024 total compensation | $652,079 | Sum of components above |
Additional director program parameters:
- Standard director package: annual cash retainer $82,500; annual stock options ~$90,000; annual stock grant ~$90,000; committee fees and chair premia as listed; Lead Director receives an additional ~$40,000 stock grant; stock retention requirement for non-Chair directors is two years .
Performance Compensation
- Directors (including the Board Chair) receive equity (stock and stock options) without disclosed performance-based vesting conditions; retention requirements apply (three-year hold for Chair; two years for other directors) .
- No director‑specific performance metrics (e.g., TSR targets) are disclosed for director compensation; performance metrics in the proxy apply to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Sonova Holding AG | Director | Chair, Nomination and Compensation Committee | None disclosed with MTD customers/suppliers; no related party transactions in 2024 |
- Compensation consultant independence: Pearl Meyer & Partners benchmarks Board Chair pay; a PM&P consultant assists SFW Capital (where MTD Lead Director Salice is Managing Member) on a portfolio company’s compensation, but the Compensation Committee reviewed and concluded no conflicts (fees <2% of PM&P revenue; conflicts policy in place) .
Expertise & Qualifications
- CEO of multinational companies (Smith & Nephew; Roche Diagnostics) with >10 years serving pharma/life science customers; strong technical background and innovation experience; broad international leadership .
Equity Ownership
| Holder | Direct Shares | Options Exercisable within 60 Days (Indirect) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Roland Diggelmann | 575 | 349 | 924 | * (less than 1%) |
| Shares outstanding (record date Mar 3, 2025) | 20,840,953 | |||
| Stock options held (vested+unvested) at 12/31/2024 | 908 |
Ownership alignment safeguards:
- Director stock ownership guideline: 5x cash retainer within five years; all directors comply .
- Hedging/pledging: prohibited for directors and executive officers .
Governance Assessment
- Strengths: Independent Board Chair; 100% independent board; robust executive sessions; strong attendance; clear director ownership guidelines; prohibition on hedging/pledging; no related‑party transactions in 2024; compensation benchmarking for Board Chair by independent consultant; transparent director compensation structure .
- Potential watch‑items:
- External commitments: Sonova Chair of Nomination & Compensation Committee—ensure workload remains within MTD’s “≤4 public boards” policy (policy in place) .
- Consultant relationship: PM&P advisor’s work for SFW Capital (Lead Director’s firm) reviewed and found independent; continue annual independence reviews as disclosed .
- Investor signals: Prior year Say‑on‑Pay support at 84% indicates generally positive shareholder sentiment toward compensation practices; continued alignment focus with equity ownership guidelines and ESG integration in executive incentives reinforces board oversight quality .
No director‑level related party transactions or pledging were disclosed in 2024; attendance and independence metrics are strong. Board Chair compensation is benchmarked externally and includes multi‑year equity retention, supporting alignment with long‑term shareholder interests .