Wolfgang Wienand

About Wolfgang Wienand

Wolfgang Wienand, age 53, is an independent director of Mettler-Toledo International Inc. (MTD) since November 2023, currently serving on the Compensation Committee; he was previously on the Audit Committee and designated a “financial expert” by the Board . He is CEO of Lonza Group Ltd. since July 2024 and formerly CEO of Siegfried Holding AG (2019–March 2024); earlier roles include Chief Scientific Officer and Chief Strategy Officer at Siegfried and senior management at Evonik . He holds a chemistry degree from the University of Bonn, a Ph.D. in organic/bioorganic chemistry from the University of Cologne, and an Executive Master’s in International Finance from HEC Paris . The Board has determined all nominees, including Wienand, are independent under NYSE and company guidelines .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member effective January 1, 2025 ; Audit Committee member May 9, 2024–February 6, 2025 and designated “financial expert” by the Board .
• Independence: The Board fixed at eight directors; all nominees are independent; separate non-executive Board Chair and Lead Director structures in place .
• Attendance: Board met four times in 2024; each director attended 100% of board and committee meetings for which they were a member, except one director (Francis at 88%); Wienand’s attendance was 100% .
• Board processes: Regular executive sessions at each meeting; majority voting in uncontested elections; annual board and committee self-evaluation; mandatory retirement at age 72 .
• Audit Committee Report signatories included Wienand for 2024, reflecting active oversight engagement .

Fixed Compensation

Additional structure for non-Chair directors:

• Annual cash retainer: $82,500; committee member fees (Audit $11,500; Compensation $9,250; Nominating & Corporate Governance $7,000) .
• Director stock grants: annual stock approx $90,000; stock options approx $90,000; shares from grants must be retained for two years from grant starting November 2024 .

Performance Compensation

For directors, equity awards are time-based; no director-specific performance metrics (e.g., TSR hurdles) apply to director equity grants in this proxy .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; Wienand and other committee members were not officers/employees of MTD and no interlocking relationships existed with other boards/committees in 2024 .
• Consultant independence context: The Compensation Committee’s consultant (PM&P) disclosed assistance to SFW Capital Partners (affiliated with Compensation Chair Salice) at a portfolio company; the Committee assessed and determined no conflicts of interest for 2024 (with PM&P and WTW) .

Expertise & Qualifications

• Deep pharma services leadership as CEO of Lonza and former CEO of Siegfried (global CDMOs), aligning with MTD’s key end markets .
• Technical credentials: Ph.D. in organic/bioorganic chemistry; experience spanning innovation, process development, and manufacturing .
• Financial oversight capability: designated Audit Committee “financial expert,” bringing accounting/controls oversight experience to the Board .

Equity Ownership

• Director stock ownership guidelines: required holdings equal to five times cash retainer within five years; all directors currently comply (indicates alignment for Wienand) .
• Hedging/pledging: Directors and executive officers are prohibited from hedging and generally restricted from pledging company securities, reinforcing alignment and risk controls .

Governance Assessment

• Strengths: Independent status; 100% attendance; service on both Audit (as “financial expert”) and Compensation Committees; strong end-market and technical expertise relevant to MTD’s strategy .
• Alignment: Meaningful director equity mix (stock and options) with mandatory holding period; compliance with stringent ownership guidelines; prohibition of hedging/pledging .
• Committee quality: Compensation Committee uses independent consultants and disclosed independence review; no interlocks or related-party transactions in 2024; Board operates robust governance framework (separate Chair, Lead Director, executive sessions, majority voting) .
• Watch items: Dual role as CEO of Lonza (a large pharma CDMO in MTD’s core end market) requires continued monitoring for potential commercial relationships; Board policy treats commercial relationships below the greater of $1 million or 2% of revenue as categorically immaterial, and no related party transactions occurred in 2024—ongoing transparency advisable .
• Shareholder signals: Prior say-on-pay support at 84% suggests broad approval of compensation governance, though focused on executives; continued engagement and disclosure will sustain investor confidence .