Shawn Vadala
METTLER TOLEDO INTERNATIONAL INC/About Shawn Vadala
Shawn P. Vadala is 56 and has served as Mettler-Toledo International Inc.’s Chief Financial Officer since January 2014; he joined the company in 1997 after working in PricewaterhouseCoopers’ Boston and Zurich offices . His remit has included leading the company’s Pricing program since 2008 and Business Intelligence from 2010–2018, underscoring strong analytical and execution credentials . Company pay-for-performance is tied to Adjusted non-GAAP EPS, net cash flow, group sales, and rTSR; in 2024 the company achieved Adjusted EPS of $41.11 vs a $40.67 target, net cash flow of $1,093.9M vs a $1,053.2M target, and group sales of $3,905.1M vs a $3,887.5M target . Over 20 years ending 12/31/2024, TSR was 2,285% vs 618% for the S&P 500, reflecting sustained value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mettler-Toledo International Inc. | Chief Financial Officer | 2014–present | Global finance leadership; Sarbanes-Oxley certifications and disclosure controls oversight |
| Mettler-Toledo International Inc. | Pricing Program Lead | 2008–present | Enterprise pricing discipline to drive margin and profitable growth |
| Mettler-Toledo International Inc. | Business Intelligence Lead | 2010–2018 | Built analytics capabilities to support data-driven decision-making |
| Mettler-Toledo International Inc. | Senior Finance Roles (Columbus, OH; Greifensee, CH) | 1997–2014 | Progressively senior roles across regions and functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers | Auditor/Consultant (Boston & Zurich offices) | Prior to 1997 | Foundation in audit and controls; international experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 428,000 | 450,000 | 457,500 |
| Metric | Value |
|---|---|
| Target Bonus % of Base (POBS Plus) | 45% (for all non-CEO NEOs) |
Performance Compensation
Annual Cash Incentive (POBS Plus) – Design and 2024 Outcomes
| Component | Weighting | Threshold | Target | Maximum | Actual (2024) | Notes |
|---|---|---|---|---|---|---|
| Adjusted Non-GAAP EPS ($) | Part of Group/OU targets (75–80% combined) | 39.43 | 40.67 | 44.39 | 41.11 | CFO payout based on weighted achievement; overall 67% of base salary in 2024 |
| Net Cash Flow ($ millions) | Part of Group/OU targets (75–80% combined) | 999.2 | 1,053.2 | 1,215.2 | 1,093.9 | |
| Group Sales at Budgeted FX ($ millions) | Part of Group/OU targets (75–80% combined) | 3,809.0 | 3,887.5 | 4,123.0 | 3,905.1 | |
| Personal Objectives | 12–17% of incentive | N/A | N/A | N/A | Assessed by Compensation Committee | |
| ESG Metrics | 8% of incentive | N/A | N/A | N/A | Comprehensive environmental, social and governance targets |
| Cash Incentive Mechanics | CFO Values |
|---|---|
| Target payout (% of base) | 45% |
| Maximum payout (% of base) | 157.5% |
| 2024 payout (% of base) | 67% |
| 2024 actual bonus ($) | 306,176 |
Long-Term Incentives – PSUs (rTSR) and Options
| PSU Design (Granted 11/12/2024) | Terms |
|---|---|
| Performance Metric | rTSR vs S&P 500 Healthcare & Industrials indices |
| Cliff Vesting | 3 years |
| Threshold / Target / Maximum | 30th percentile = 0%; 60th = 100%; ≥75th = 200% (linear interpolation) |
| Negative TSR Cap | PSU vesting capped at 100% of target if absolute TSR is negative |
| CFO 2024 PSU Target/Max (#) | Target 437; Max 874 (Grant 11/12/2024) |
| Option Design | Terms |
|---|---|
| Vesting | 5 equal annual installments (20% per year) |
| Term | 10 years |
| Exercise Price (2024 grant) | $1,260.97 (Grant date 11/12/2024) |
| CFO 2024 Option Grant (#) | 2,040 options |
| Valuation Model | Black-Scholes; grant date FV $494.81 per option |
Multi-Year CFO Compensation
| Year | Base Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 428,000 | 469,612 | 939,792 | 304,328 | 29,525 | 2,171,257 |
| 2023 | 450,000 | 485,421 | 970,372 | 93,375 | 27,900 | 2,027,068 |
| 2024 | 457,500 | 504,294 | 1,009,412 | 306,176 | 25,525 | 2,302,907 |
Equity Ownership & Alignment
| Ownership (as of 3/3/2025) | Shares | Notes |
|---|---|---|
| Direct | 4,843 | Beneficially owned directly |
| Indirect (options exercisable within 60 days) | 16,495 | Indirect beneficial ownership via options |
| Total | 21,338 | <1% of shares outstanding (company notes individual holdings are under 1%) |
| Outstanding Awards (12/31/2024) | Exercisable | Unexercisable | Exercise Price ($) | Grant Date | Expiration |
|---|---|---|---|---|---|
| Options (2016) | 1,745 | 0 | 397.95 | 11/03/2016 | 11/03/2026 |
| Options (2017) | 1,775 | 0 | 671.60 | 11/02/2017 | 11/02/2027 |
| Options (2018) | 4,040 | 0 | 595.31 | 11/08/2018 | 11/08/2028 |
| Options (2019) | 4,060 | 0 | 720.81 | 11/07/2019 | 11/07/2029 |
| Options (2020) | 2,244 | 561 | 1,103.74 | 11/05/2020 | 11/05/2030 |
| Options (2021) | 1,305 | 870 | 1,484.40 | 11/04/2021 | 11/04/2031 |
| Options (2022) | 840 | 1,260 | 1,225.87 | 11/03/2022 | 11/03/2032 |
| Options (2023) | 486 | 1,944 | 1,024.55 | 11/09/2023 | 11/09/2033 |
| Options (2024) | 0 | 2,040 | 1,260.97 | 11/12/2024 | 11/12/2034 |
| PSUs Outstanding (Target) | Grant Date | Unearned Units (#) |
|---|---|---|
| 2022 PSU grant | 11/03/2022 | 346 |
| 2023 PSU grant | 11/09/2023 | 440 |
| 2024 PSU grant | 11/12/2024 | 437 |
| Insider Transactions (2024) | Shares | Value ($) |
|---|---|---|
| Options exercised | 2,880 | 3,194,340 |
| Stock vested | 14 | 16,325 |
| Alignment Policies | Details |
|---|---|
| Executive Ownership Guideline (CFO) | 3x base salary; all officers satisfy guidelines |
| Hedging & Pledging | Prohibited for board and executive officers; pledging generally restricted |
| Share Purchase Plan | Ability to buy shares with annual cash incentive; 5-year transfer restrictions |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | Base salary, participation in cash incentive and benefits; no fixed term |
| Non-compete | 6–12 months post-termination |
| Termination notice | Company may terminate with 6–12 months’ notice; compensation continues during notice (base, target cash incentive, benefits) |
| Severance | No change-in-control or termination severance payments; unvested equity forfeited on termination for cause |
| Change-in-control equity treatment | No automatic acceleration or vesting upon change in control |
| Clawback | NYSE 303A.14-compliant recoupment of incentive-based comp for applicable restatements (3-year lookback) |
| Insider trading policy | Robust insider trading and repurchase procedures filed with 10-K |
Compensation Peer Group and Governance
- Peer companies used for benchmarking include Agilent, AMETEK, Bio-Rad, Bruker, Fortive, Hologic, IDEX, Intuitive Surgical, Nordson, Revvity, ResMed, Rockwell Automation, Teledyne, Teleflex, Waters, Xylem .
- 2024 say-on-pay support: 84% approval of NEO compensation .
- Related party transactions: none in 2024 involving officers or directors .
Performance Compensation – Detailed PSU and Option Vesting
| Instrument | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| PSUs (rTSR) | rTSR vs S&P 500 Healthcare & Industrials | Part of LTI mix (equity) | 60th percentile = 100% | Earned based on 3-year rTSR; capped at 100% if absolute TSR negative | 3-year cliff |
| Options | Stock price appreciation | Part of LTI mix (equity) | N/A | Value realized if market price > exercise price | 20% per year over 5 years; 10-year term |
Perquisites and Benefits (CFO)
| Year | Retirement Contribution ($) | Allowances ($) | Miscellaneous Benefits ($) |
|---|---|---|---|
| 2022 | 19,525 | 10,000 | 0 |
| 2023 | 17,900 | 10,000 | 0 |
| 2024 | 15,525 | 10,000 | 0 |
Expertise & Qualifications
- Tenure and breadth: CFO since 2014; joined MTD in 1997; prior PwC experience in two geographies .
- Functional strengths: Pricing leadership (since 2008) and Business Intelligence (2010–2018) .
- Regulatory and controls: Regular SOX 302/906 certifications and SEC signatory on 10-K/10-Q/8-K filings .
Investment Implications
- Pay-for-performance alignment is robust: annual incentives tied to EPS, cash flow, sales, and ESG; long-term incentives tied to rTSR, with options vesting over 5 years and PSUs over 3 years .
- Retention risk mitigated by multi-year vesting and ownership guidelines; absence of severance or change-in-control acceleration reduces “golden parachute” risk and suggests discipline in compensation governance .
- Insider selling pressure appears limited; 2024 activity included 2,880 option exercises ($3.19M value) and modest stock vesting, while hedging/pledging is prohibited—supporting alignment and reducing red flags .
- Shareholder sentiment supportive (84% say-on-pay), and benchmarking uses a high-quality peer set; compensation levers emphasize earnings quality and cash generation, key to assessing execution risk .