Sector: Industrials
AMETEK INC · Meeting: May 7, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Mr. Amato has served since 2017, brings over 25 years of relevant industrial and aerospace leadership experience, attends at least 75% of meetings, holds no excessive outside board seats, and AMETEK's 3-year total shareholder return of +56.5% outperforms the compensation peer group median by +12.9 percentage points — well below the 65-point threshold needed to trigger an against vote.
Mr. Conti has served since 2010, is a retired PricewaterhouseCoopers partner with deep financial and audit expertise making him well-suited as Audit Committee Chair and Lead Independent Director, meets attendance requirements, and AMETEK's strong relative stock performance means the TSR trigger does not apply; the board's decision to seek a one-term exception to the mandatory retirement age of 75 is disclosed and reflects his demonstrated value to the board.
Ms. McClain has served since 2014, brings extensive industrial CEO and private equity operational experience relevant to AMETEK's business, attends at least 75% of meetings, holds one current outside public board seat (Booz Allen Hamilton) which is within acceptable limits, and AMETEK's stock performance relative to its peer group does not trigger a negative vote.
All three Class II director nominees — Thomas Amato, Anthony Conti, and Gretchen McClain — receive a FOR vote. AMETEK's 3-year total shareholder return of +56.5% exceeds the compensation peer group median by approximately 13 percentage points, far short of the 65-percentage-point gap needed to trigger an against vote under the policy. Each nominee has relevant qualifications, meets attendance standards, and is not overboarded.
CEO
David A. Zapico
Total Comp
$16,462,630
Prior Support
94%%
CEO David Zapico's total reported compensation of $16,462,630 is within a reasonable range for a CEO of a $50 billion industrial technology company, and prior shareholder support has been consistently strong (averaging approximately 95% over 10 years, including 94% in the most recent year). The pay program is well-structured: the large majority of compensation is variable and performance-based, with 55% of long-term equity awards tied to measurable multi-year targets (return on tangible capital and relative total shareholder return versus the S&P 500 Industrials), a clawback policy is in place, and AMETEK's stock outperformed its compensation peer group over both 1-year and 3-year periods. The pay-for-performance alignment check is satisfied — above-benchmark incentive payouts in 2025 are supported by record financial results and positive relative stock performance.
Auditor
Ernst & Young LLP
Tenure
96 yrs
Audit Fees
$8,185,250
Non-Audit Fees
$1,494,054
Ernst & Young and its predecessor have served as AMETEK's auditor continuously since the company's incorporation in 1930 — a relationship of approximately 96 years, far exceeding the 25-year threshold in the voting policy. While the non-audit fee ratio is acceptable (non-audit fees of approximately $1,494,054 represent about 18% of audit fees of $8,185,250, well below the 50% limit), the extraordinary length of the auditor relationship raises serious independence concerns. The proxy discloses that the audit committee evaluates rotation and notes mandatory lead partner rotation, but does not provide a specific and compelling rationale sufficient to waive the tenure trigger — a 96-year relationship goes well beyond what lead partner rotation can adequately address.
The 2026 AMETEK annual meeting presents three standard proposals. All three director nominees receive a FOR vote given strong relative stock performance, relevant qualifications, and no overboarding or attendance concerns; the Say on Pay vote is FOR given a well-structured, predominantly performance-based pay program with strong shareholder alignment and consistent high prior-year support. The one exception is auditor ratification, which receives an AGAINST vote solely due to Ernst & Young's extraordinary tenure of approximately 96 years — far exceeding the 25-year policy threshold — as no compelling remediation or rotation plan is disclosed to justify continued engagement at that length.
19 companies disclosed in 2026 proxy filing
