Thomas Salice

About Thomas P. Salice

Thomas P. Salice, 65, has served on Mettler-Toledo’s board since October 1996 and is currently Lead Director. He chairs both the Compensation Committee and the Nominating & Corporate Governance Committee and is deemed independent under NYSE rules. Salice holds an MBA from Harvard University and is co‑founder and Managing Member of SFW Capital Partners; he previously held senior roles at AEA Investors (Managing Director, President & CEO, Vice‑Chair) .

Past Roles

External Roles

Board Governance

• Committee assignments and 2024 meeting cadence:
  • Compensation Committee: Member and Chair; 5 meetings; all members independent .
  • Nominating & Corporate Governance Committee: Member and Chair; 4 meetings; all members independent .
  • Audit Committee: Not a member .
• Independence, attendance, engagement:
  • Board has 100% independent directors; Salice is Lead Director, leading executive sessions when appropriate .
  • Director attendance: 100% of required board and committee meetings in 2024 (exception noted only for Richard Francis); 100% in 2023; annual meeting participation disclosed .
• Governance practices:
  • Policies: limit to ≤4 public boards; proxy access; majority voting; director retirement at 72; director stock ownership guidelines .
  • ESG oversight at full board; committees support risk, compensation, and governance facets .

Fixed Compensation

• Structure (2024):

  • Annual cash retainer: $82,500; Committee member fees: Audit $11,500, Compensation $9,250, Nominating $7,000; Committee Chair fees: Audit $25,000, Compensation $21,250, Nominating $13,750; Lead Director annual stock grant: ~$40,000 .

• Actual director compensation (Salice):

  Metric	2023	2024
  Fees Earned or Paid in Cash ($)	110,000	117,500
  Stock Awards – grant date fair value ($)	100,406	129,880
  Option Awards – grant date fair value ($)	99,833	90,055
  Total ($)	310,239	337,435

• Notes: Directors must retain granted stock for two years beginning with grants made in Nov 2024 (Board Chair has a three‑year hold) .

Performance Compensation

• Design features for non‑employee directors:

  Element	Terms	Metrics/Conditions
  Annual stock awards	Granted annually; two‑year holding requirement (except Board Chair)	No explicit performance metrics disclosed for director grants
  Stock options	Granted annually; outstanding options disclosed per director	Options align with stock price appreciation; no director‑specific vesting schedule disclosed

• Option holdings (12/31/2024): Salice held 4,496 stock options (vested and unvested) .
• Recent director option award prices (Form 4):

  Grant Date	Security	Quantity	Price ($)	Source
  2023-11-09	Stock Option	250	1,024.55
  2024-11-12	Stock Option	182	1,260.97
  2025-11-11	Stock Option	162	1,445.06

Other Directorships & Interlocks

• Compensation Committee interlocks: None; committee members (including Salice) had no relationships requiring Item 404 disclosure in 2024 .
• Consultant independence and potential interlock:
  • Pearl Meyer & Partners (PM&P) and Willis Towers Watson (WTW) reviewed as independent; fees <2% of revenue; conflicts policies maintained .
  • Disclosure: PM&P’s lead consultant (Mr. Van Putten) assists SFW Capital Partners (where Salice is Managing Member) with compensation matters at one SFW portfolio company; committee monitors independence annually .

Expertise & Qualifications

• Sector and functional expertise: >35 years in financial industry; investor in analytical tools and related services; strategic planning, corporate finance, investor relations, M&A .
• Governance roles: Leads executive sessions as Lead Director; chairs two key committees .
• Education: MBA, Harvard University .

Equity Ownership

• Beneficial ownership (record date: Mar 3, 2025):

  Holder	Direct Shares	Indirect (Options exercisable ≤60 days)	Total
  Thomas P. Salice	75,248	4,189	79,437

• Footnote: Includes 22,555 shares held by a family foundation (Salice and spouse as trustees) and 52,410 shares held by LLCs where Salice has voting/investment power; Salice disclaims beneficial ownership except to extent of pecuniary interest .
• Stock ownership guidelines: Non‑employee directors must hold shares equal to 5× cash retainer within five years; all directors comply .

Insider Trading Activity (Form 4 summary)

Governance Assessment

• Strengths:

  • Board and committee independence; strong attendance; structured executive sessions. Salice, as Lead Director and dual committee chair, indicates deep engagement in governance and compensation oversight .
  • Director ownership guidelines (5× retainer) and holding requirements support alignment; all directors in compliance .
  • Compensation consultant independence reviewed (PM&P, WTW); say‑on‑pay support at 84% in 2024 indicates investor confidence in pay practices .

• Potential risks and red flags:

  • Tenure: 27 years of service may raise refreshment and independence perception concerns despite formal independence .
  • Consultant interlock: PM&P lead consultant also advises an SFW Capital portfolio company; while disclosed and monitored, this creates perceived conflict proximity given Salice’s role at SFW .
  • Related holdings: Significant share positions via family foundation and LLCs under Salice’s voting/investment power (disclaimed except for pecuniary interest). Investors should monitor any future related‑party transactions; none requiring Item 404 disclosure in 2024 .
  • Trading activity: Periodic option exercises and sales (2024–2025) are routine but merit standard monitoring for timing vs. blackout policy adherence (company maintains trading blackout guardrails) .

• Overall: Salice’s deep sector expertise and leadership roles enhance board effectiveness, but long tenure and the PM&P/SFW touchpoint are watch areas. Strong independence assertions, attendance, and ownership alignment, coupled with transparent disclosures, mitigate most concerns .