ame-20230313

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to § 240.14a-12

AMETEK, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.

o			Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

o			Fee paid previously with preliminary materials

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Thursday, May 4, 2023

11:00 a.m. Eastern Time

Via webcast: www.virtualshareholdermeeting.com/AME2023

Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2023 Annual Meeting of Stockholders of AMETEK, Inc. At the meeting, you will be asked to:

1.Elect three Directors for a term of three years;

2.Cast an advisory vote to approve the compensation of our named executive officers;

3.Cast an advisory vote on the frequency of future advisory votes on executive compensation;

4.Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023; and

5.Transact any other business properly brought before the meeting.

The 2023 Annual Meeting of Stockholders of AMETEK, Inc. will be held on May 4, 2023 at 11:00 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/AME2023. You will be able to listen to the meeting live, submit questions and vote online.

Only stockholders of record at the close of business on March 9, 2023 will be entitled to vote at the meeting. Your vote is important. You can vote in one of four ways: (1) via the internet, (2) by telephone using a toll-free number, (3) by completing, signing and dating your proxy card, and returning it promptly in the envelope provided, or (4) at the meeting by following the instructions available on the meeting website during the meeting. Please refer to your proxy card for specific proxy voting instructions.

We have enclosed and posted on our website with this proxy statement our Annual Report on Form 10-K for the year ended December 31, 2022.

Even if you expect to attend the meeting, we urge you to vote your shares via the internet, by telephone or by mailing your proxy as soon as possible. Submitting your proxy now will not prevent you from voting your stock at the meeting if you want to, as your proxy is revocable at your option. We appreciate your interest in AMETEK.

Sincerely,

David A. Zapico

Chairman and Chief Executive Officer

Berwyn, Pennsylvania

Dated: March 13, 2023


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 4, 2023 Our Notice of 2023 Annual Meeting of Stockholders, Notice of Internet Availability of Proxy Materials, Form 10-K for the year ended December 31, 2022, Proxy Statement and other related materials are available at: https://www.ametek.com/2023proxy.

Principal executive offices

1100 Cassatt Road

Berwyn, Pennsylvania 19312-1177

PROXY STATEMENT

Beginning on or about March 13, 2023, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of March 9, 2023, who may view proxy materials on the internet, and may also request and receive a paper or e-mail copy of the proxy materials by following the instructions provided in the Notice. The Board of Directors is soliciting proxies in connection with the election of Directors and other actions to be taken at the meeting and at any adjournment or postponement of the meeting. The Board of Directors encourages you to read this proxy statement and to vote on the matters to be considered at the meeting.

TABLE OF CONTENTS


			Page
Company Overview			1
Proxy Summary			3
Voting Procedures			4
Corporate Governance			7
Information About the 202 4 Annual Meeting			18
Report of the Audit Committee			19
Proposal 1 -- Election of Directors			20
Proposal 2 -- Advisory Vote of the Company’s Executive Compensation			21
Proposal 3 -- Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation			22
Proposal 4 -- Ratification of Appointment of Independent Registered Public Accounting Firm			23
The Board of Directors			24
Executive Officers			28
Executive Compensation:
Compensation Discussion and Analysis			29
Compensation Committee Report			37
Compensation Tables			38
Potential Payments Upon Termination or Change of Control			45
Stock Ownership of Executive Officers and Directors			48
Beneficial Ownership of Principal Stockholders			49
CEO Pay Ratio			49
Pay Versus Performance			50
Other Business			53
Multiple Stockholders Sharing the Same Address			53

COMPANY OVERVIEW

AMETEK is a leading global provider of industrial technology solutions serving a broad set of customers in diverse and attractive niche markets. AMETEK has delivered strong, sustainable growth for its stakeholders, reflecting the tremendous efforts of our employees, and the strength and flexibility of the AMETEK Growth Model. AMETEK is headquartered in Berwyn, Pennsylvania and has approximately 19,600 employees across more than 170 operating locations in 30 countries. The company has been listed on the New York Stock Exchange (NYSE) since 1930.

Our global workforce is comprised of world-class talent that embraces our shared purpose: To make a safer, sustainable, and more productive world a reality. AMETEK’s mission is to solve our customers’ most complex challenges with differentiated technology solutions. Many of our solutions are creating a more sustainable future by supporting environmentally focused applications across our end markets.

AMETEK’s core values are ingrained across our company and are aligned with the distributed nature of our business model. They are based on doing what is right for our employees, customers, suppliers, investors, and the communities where we operate.

Our Core Values:

•Ethics & Integrity

•Respect for the Individual

•Diversity & Inclusion

•Teamwork

•Social Responsibility

AMETEK’s businesses are leaders in the niche markets they serve, due to their deep domain expertise and differentiated technology. While our businesses serve many different end markets, they strategically focus on market segments and applications with attractive secular growth characteristics.

AMETEK consists of two operating groups: Electronic Instruments Group (EIG) and Electromechanical Group (EMG).

•EIG is a worldwide leader in the design and manufacture of advanced analytical, test and measurement instrumentation for aerospace, medical, power, energy, research and industrial markets.

•EMG is a differentiated supplier of automation and precision motion control solutions, as well as highly engineered electrical interconnects, specialty metals and thermal management systems.

The AMETEK Growth Model

The AMETEK Growth Model has proven successful and is a result of the well-ingrained, performance-based culture embodied at AMETEK. It serves as the engine that powers our growth, innovation, and sustained success.


AMETEK, INC. 2023 Proxy Statement			1

The AMETEK Growth Model has allowed the company to:

•Transition into higher-quality, niche businesses and markets

•Drive strong and consistent sales and earnings growth

•Generate robust cash flows to accelerate growth through acquisitions

•Develop world-class talent

•Deliver consistent and superior shareholder returns

•Position AMETEK as a premier multi-industry company.

Each element of the AMETEK Growth Model supports and enhances the others, while playing an important role in achieving our vision of double-digit earnings growth over the business cycle. As the AMETEK Growth Model has evolved, it has provided tremendous growth for the company, resulting in superior shareholder returns.

Sustainability

AMETEK remains focused on creating a sustainable future for our stakeholders. We are proud of the important steps we have taken to further our sustainability efforts. Our Sustainability Report highlights AMETEK’s commitment to environmental stewardship, social responsibility, diversity and inclusion, and sound corporate governance. The report includes additional information on all our sustainability initiatives, the progress we have made, and the commitments we are making to create a better future for all of our stakeholders.

The Sustainability Report is available on our website at www.ametek.com/aboutus/sustainability.


2			AMETEK, INC. 2023 Proxy Statement

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting.

VOTING MATTERS


Proposals for Voting	Board Vote Recommendation	Vote Required	Page Reference
Elect three Directors	FOR each nominee	Majority of votes cast	20
Advisory vote on executive compensation	FOR	Majority of votes cast	21
Advisory vote on the frequency of future advisory votes on executive compensation	FOR	Majority of votes cast	22
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023	FOR	Majority of votes cast	23

BOARD NOMINEES

The following table provides summary information about each Director nominee. The nominees receiving a majority of the votes cast at the meeting will be elected as Directors.

Each of the Directors attended at least 75% of the meetings of the Board and the Committees on which such Director served during the period that he or she served.

Name

Age

Director Since

Independent

Committee Membership

Thomas A. Amato

2017

Yes

Compensation

Anthony J. Conti

2010

Yes

Audit, Compensation, Corporate Governance/Nominating

Gretchen W. McClain

2014

Yes

Corporate Governance/Nominating

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are asking stockholders to approve a non-binding advisory resolution relating to our named executive officers’ compensation for fiscal 2022, commonly referred to as “say-on-pay.” Last year, of the total votes cast, not including abstentions and broker non-votes, 92% were in favor of approving our named executive officers’ compensation. The design of our 2022 executive compensation program continued to emphasize total return to our stockholders.

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

We are asking stockholders to approve a non-binding advisory resolution for their preference as to how frequently to conduct future advisory votes on the compensation of our named executive officers. Previously, stockholders voted to conduct an advisory vote on executive compensation once every year, which preference we have since followed.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are asking stockholders to approve the selection of Ernst & Young LLP as our independent registered public accounting firm for 2023. Last year, of the total votes cast, not including abstentions, 95% were in favor of approving Ernst & Young as our independent registered public accounting firm for 2022.


AMETEK, INC. 2023 Proxy Statement			3

VOTING PROCEDURES

Your vote is very important. It is important that your views be represented whether or not you attend the virtual meeting. Stockholders who hold shares of our common stock through a broker, bank or other holder of record receive proxy materials and a Voting Instruction Form – either electronically or by mail – before each annual meeting. For your vote to be counted, you need to communicate your voting decisions to your broker, bank or other holder of record before the date of this meeting.

Who can vote? Stockholders of record as of the close of business on March 9, 2023 are entitled to vote. On that date, 230,280,930 shares of our common stock were issued and outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the meeting. We have no other class or series of stock currently outstanding other than our common stock.

How can I attend the virtual annual meeting? This year’s annual meeting will be held entirely online to allow for greater participation. Stockholders may participate in this year’s annual meeting by visiting the following website: www.virtualshareholdermeeting.com/AME2023. To participate in the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (“Notice”), on your proxy card or on the instructions that accompanied your proxy materials. Shares held in your name as the stockholder of record may be voted electronically during the annual meeting. However, even if you plan to attend the virtual annual meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the virtual annual meeting.

You are entitled to attend the virtual annual meeting only if you were a stockholder of record or a beneficial owner as of the record date for the annual meeting, which was March 9, 2023, or you hold a valid proxy for the annual meeting. You may attend the annual meeting, vote and submit a question during the annual meeting by visiting www.virtualshareholdermeeting.com/AME2023 and using your 16-digit control number to enter the annual meeting.

How are proxy materials distributed? As permitted by SEC rules, we are making this proxy statement, our proxy card, our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and other related materials available to stockholders electronically via the internet. This will expedite receipt of our proxy materials by stockholders, while lowering the costs and reducing the environmental impact of our annual meeting. We will mail a Notice to our stockholders as of the record date. The Notice contains instructions on how to access our proxy materials and how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice.

How do I vote? If your shares are registered directly in your name with our transfer agent, you are considered the registered holder of those shares. As the registered stockholder, you can vote by submitting your instructions:

•by telephone using a toll-free number,

•over the internet,

•by completing, signing, dating and returning the enclosed proxy card in the envelope provided, or

•at the meeting by following the instructions available on the meeting website during the meeting.

Telephone and internet voting for registered stockholders will be available 24 hours a day, up until 11:59 p.m. Eastern Time on May 1, 2023 for shares held in the plans listed on the proxy card and up until 11:59 p.m. Eastern Time on May 3, 2023 for shares held directly.

Detailed instructions for telephone and internet voting are set forth on the Notice.


			Vote your shares at www.proxyvote.com.
			Have your Notice or proxy card in hand for the 16-digit control number needed to vote.
			Call the toll-free number 1-800-690-6903.


4			AMETEK, INC. 2023 Proxy Statement


			If you received a physical proxy card, mark, sign, date and return the enclosed proxy card or voting instruction form in the envelope provided. If the pre-addressed envelope is missing, then return it in your own envelope to: Vote Processing, c/o Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY 11717.

If you hold your shares through a broker, bank or nominee, rather than registered directly in your name, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you by your broker, bank or nominee, together with a voting instruction form. As the beneficial owner, you are entitled to direct the voting of your shares by your intermediary. Brokers, banks and nominees typically offer telephonic or electronic means by which the beneficial owners of shares held by them can submit voting instructions, in addition to the traditional mailed voting instruction forms.

Once I have voted, can I change my vote? Any person giving a proxy has the power to revoke it at any time before it is voted. It may be revoked by filing with the Corporate Secretary a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the meeting and voting at the meeting. Please note, however, that if your shares are held by a broker, bank or nominee and you wish to revoke your proxy or vote at the meeting, you must follow the instructions provided to you by the record holder and/or obtain from the record holder a proxy issued in your name. Attendance at the meeting will not, by itself, revoke a proxy.

What shares are represented by the proxy card? The proxy card represents all the shares registered in your name. If you participate in the AMETEK, Inc. Investors’ Choice Dividend Reinvestment & Direct Stock Purchase and Sale Plan, the card also represents any full shares held in your account. If you are an employee who owns our common stock through an AMETEK employee savings plan and also hold shares in your own name, you will receive a single proxy card for the plan shares, which are attributable to the units that you hold in the plan, and the shares registered in your name. Your proxy card or proxy submitted through the internet or by telephone will serve as voting instructions to the plan trustee.

How are shares voted? If you return a properly executed proxy card or submit voting instructions via the internet or by telephone, before voting at the meeting is closed, the individuals named as proxies on the enclosed proxy card will vote in accordance with the directions you provide. If you return a signed and dated proxy card but do not indicate how the shares are to be voted, those shares will be voted as recommended by the Board of Directors. A valid proxy card or a vote by the internet, webcast or telephone also authorizes the individuals named as proxies to vote your shares in their discretion on any other matters which, although not described in the proxy statement, are properly presented for action at the meeting.

If you are an employee who owns our common stock through an AMETEK employee savings plan and you do not return a proxy card or otherwise give voting instructions for the plan shares, the trustee will vote those shares in the same proportion as the shares for which the trustee receives voting instructions from other participants in that plan. To enable the savings plan trustee to tabulate the vote of the plan shares prior to the meeting, your proxy voting instructions must be received by May 1, 2023.

How many votes are required? A majority of the shares of our outstanding common stock entitled to vote at the meeting must be represented either online or by proxy in order to have a quorum present at the meeting. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for the particular proposal and has not received instructions from the beneficial owner. If a quorum is not present, the meeting will be rescheduled for a later date.

Proposal 1: Elect three Directors for a term of three years.

Directors will be elected by the vote of a majority of the votes cast at the meeting. This means that a nominee will be elected if the number of votes cast “for” that nominee exceeds the number of votes “against” that nominee. Abstentions and broker non-votes are not counted as votes for or against this proposal.

Proposal 2: Cast an advisory vote to approve the compensation of our named executive officers.

The advisory approval of our executive compensation requires the affirmative vote of the holders of a majority of eligible shares present at the meeting, via webcast or by proxy, and voting on the matter. The advisory vote on executive compensation is not binding on us. However, the Board and Compensation Committee will take into account the outcome of this vote when considering future executive compensation arrangements. Abstentions and broker non-votes are not counted as votes for or against this proposal.


AMETEK, INC. 2023 Proxy Statement			5

Proposal 3: Cast an advisory vote on the frequency of future advisory votes on executive compensation.

The advisory approval of the frequency of future advisory votes on executive compensation requires the affirmative vote of the holders of a majority of eligible shares present at the meeting, via webcast or by proxy, and voting on the matter. The advisory vote on the frequency of future advisory votes on executive compensation is not binding on us. However, the Board and Compensation Committee will take into account the outcome of this vote when considering the frequency of future advisory votes on executive compensation. Abstentions and broker non-votes are not counted as votes for or against this proposal.

Proposal 4: Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023.

The advisory approval of the appointment of Ernst & Young LLP requires the affirmative vote of the holders of a majority of eligible shares present at the virtual meeting, via webcast or by proxy, and voting on the matter. Abstentions and broker non-votes are not counted as votes for or against this proposal. Because the ratification of the appointment of the independent registered public accounting firm is a matter on which a bank, broker or other holder of record is generally empowered to vote even in the absence of instructions from the beneficial holder of shares, no broker non-votes are expected to exist in connection with this proposal.

Who will tabulate the vote? Broadridge Financial Solutions will tally the vote, which will be certified by the inspectors of election.

Is my vote confidential? It is our policy to maintain the confidentiality of proxy cards, ballots and voting tabulations that identify individual stockholders, except where disclosure is mandated by law and in other limited circumstances.

Who is the proxy solicitor? We have retained Georgeson LLC to assist in the distribution of proxy materials and solicitation of votes. We will pay Georgeson LLC a fee of $12,750 plus reimbursement of reasonable out-of-pocket expenses.


6			AMETEK, INC. 2023 Proxy Statement

CORPORATE GOVERNANCE

In accordance with the Delaware General Corporation Law, our Certificate of Incorporation and our By-Laws, our business and affairs are managed under the direction of the Board of Directors. We provide information to the Directors about our business through, among other things, operating, financial and other reports, as well as other documents presented at meetings of the Board of Directors and Committees of the Board.

Our Board of Directors currently consists of nine members. They are Thomas A. Amato, Tod E. Carpenter, Anthony J. Conti, Steven W. Kohlhagen, Gretchen W. McClain, Karleen M. Oberton, Dean Seavers, Suzanne L. Stefany and David A. Zapico. The biographies of our Directors appear on pages 25 through 27. The Board is divided into three classes with staggered terms of three years each, so that the term of one class expires at each Annual Meeting of Stockholders.

Corporate Governance Guidelines and Codes of Ethics. The Board of Directors has adopted Corporate Governance Guidelines that address the practices of the Board and specify criteria to assist the Board in determining Director independence. These criteria supplement the listing standards of the New York Stock Exchange (NYSE) and the regulations of the Securities and Exchange Commission (SEC). Our Code of Ethics and Business Conduct sets forth rules of conduct that apply to all of our Directors, officers and employees. We also have adopted a separate Code of Ethical Conduct for our Chief Executive Officer and senior financial officers. The Guidelines and Codes are available at the Investors section of our corporate website, www.ametek.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting any amendments and/or waivers to our Codes on our website.

Meetings of the Board. Our Board of Directors has four regularly scheduled meetings each year. Special meetings are held as necessary. In addition, management and the Directors frequently communicate informally on a variety of topics, including suggestions for Board or Committee agenda items, recent developments and other matters of interest to the Directors.

Directors are expected to attend all meetings of the Board and each Committee on which they serve and are expected to attend the annual meeting. Our Board met a total of 4 times in 2022, all in person. Each of the Directors attended at least 75% of the meetings of the Board and the Committees on which such Director served during the period that he or she served. All the Directors on our Board as of May 5, 2022, attended the 2022 Annual Meeting of Stockholders.

Independence. The Board of Directors has affirmatively determined that no Director, other than Mr. Zapico, our chief executive officer, has a material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Accordingly, eight of our nine Directors are “independent” Directors based on an affirmative determination by our Board in accordance with the listing standards of the NYSE and the SEC rules. Each member of the Audit, Compensation and Corporate Governance/Nominating Committees is independent within the meaning of the NYSE rules and the members of the Audit Committee also satisfy SEC regulatory independence requirements for audit committee members.

The Board established the following standards to assist it in determining Director independence: A Director will not be deemed independent if:

•within the previous three years or currently,

◦the Director has been employed by us;

◦someone in the Director’s immediate family has been employed by us as an executive officer;

◦the Director or someone in her/his immediate family has been employed as an executive officer of another entity that concurrently has or had as a member of its compensation committee of the board of directors any of our present executive officers;

◦the Director is a current partner or employee of a firm that is our internal or external auditor;

◦someone in the Director’s immediate family is a current partner of such a firm;

◦someone in the Director’s immediate family is a current employee of such a firm and personally works on our audit; or

◦the Director or someone in the Director’s immediate family is a former partner or employee of such a firm and personally worked on our audit within the last three years; or

•the Director received, or someone in the Director’s immediate family received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from us, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and, in the case of an immediate family member, other than compensation for service as our employee (other than an executive officer).


AMETEK, INC. 2023 Proxy Statement			7

The following commercial or charitable relationships will not be considered material relationships: (i) if the Director is a current employee or holder of more than ten percent of the equity of, or someone in her/his immediate family is a current executive officer or holder of more than ten percent of the equity of, another company that has made payments to, or received payments from us for property or services in an amount which, in any of the last three fiscal years of the other company, does not exceed $1 million or two percent of the other company’s consolidated gross revenues, whichever is greater, or (ii) if the Director is a current executive officer of a charitable organization, and we made charitable contributions to the charitable organization in any of the charitable organization’s last three fiscal years that do not exceed $1 million or two percent of the charitable organization’s consolidated gross revenues, whichever is greater. For the purposes of these categorical standards, the terms “immediate family member” and “executive officer” have the meanings set forth in the NYSE’s corporate governance rules.

All independent Directors satisfied these categorical standards.

Communication with Non-Management Directors and Audit Committee. Stockholders and other parties who wish to communicate with the non-management Directors may do so by calling 1-877-263-8357 (in the United States and Canada) or 1-610-889-5271. If you prefer to communicate in writing, address your correspondence to the Corporate Secretary, Attention: Non-Management Directors, AMETEK, Inc., 1100 Cassatt Road, Berwyn, PA 19312-1177.

You may address complaints regarding accounting, internal accounting controls or auditing matters to the Audit Committee online at www.ametekhotline.com or by calling 1-855-5AMETEK (1-855-526-3835). The website provides the option to choose your language, as well as a list of international toll-free numbers by country.

Committees of the Board. Our Board has established three Committees whose principal responsibilities are briefly described below. The specific responsibilities of each Committee are outlined in more detail in such Committee’s charter, which is available at the Investors section of our corporate website, www.ametek.com, as well as in printed form, free of charge to any stockholder who requests them, by writing or telephoning the Investor Relations Department, AMETEK, Inc., 1100 Cassatt Road, Berwyn, PA 19312-1177 (Telephone Number: 1-800-473-1286). Each Committee conducts an annual assessment to assist it in evaluating whether, among other things, it has sufficient information, resources and time to fulfill its obligations and whether it is performing its obligations effectively. Each Committee may retain advisors to assist it in carrying out its responsibilities.

The membership of each Committee as of March 13, 2023 is listed below.


Director	Audit	Compensation	Corporate Governance/ Nominating
Thomas A. Amato		C
Tod E. Carpenter		•
Anthony J. Conti	C	•	•
Steven W. Kohlhagen	•		•
Gretchen W. McClain			C
Karleen M. Oberton	•
Dean Seavers	•
Suzanne L. Stefany		•	•
David A. Zapico
Number of meetings in 2022	8	5	4

C: Chair


8			AMETEK, INC. 2023 Proxy Statement

Audit Committee

Three of the four members of the Audit Committee are audit committee financial experts. The Audit Committee has the sole authority to retain, compensate, terminate, oversee and evaluate our independent auditors. In addition, the Audit Committee is responsible for:

•review and approval in advance of all audit and non-audit services performed by the independent auditors;

•review and discussion with management and the independent auditors regarding the annual audited financial statements and quarterly financial statements included in our SEC filings and quarterly sales and earnings announcements;

•oversight of our Code of Ethical Conduct for Chief Executive and Senior Financial Officers;

•oversight of risk management;

•review of the performance of our internal audit function;

•meeting separately with the independent auditors and our internal auditors as often as deemed necessary or appropriate by the Audit Committee; and

•review of major issues regarding accounting principles, financial statement presentation and the adequacy of internal controls.

Compensation Committee

The Compensation Committee is responsible for, among other things:

•establishment and periodic review of our compensation philosophy and the adequacy of the compensation plans for our officers and other employees;

•establishment of compensation arrangements and incentive goals in accordance with the Compensation Committee Charter and administration of compensation plans;

•review of the performance of officers at the Corporate Vice President level and above; award of incentive compensation in accordance with the Compensation Committee Charter, exercising discretion and adjusting compensation arrangements as appropriate;

•review and monitoring of management development and succession plans; and

•periodic review of the compensation of non-employee Directors.

The Committee, in setting compensation for our Chief Executive Officer, will review and evaluate our Chief Executive Officer’s performance and leadership, taking into account the views of other members of the Board. The Compensation Committee charter provides that, with the participation of our Chief Executive Officer, the Committee is to evaluate the performance of other officers and determine compensation for these officers. In this regard, Compensation Committee meetings are regularly attended by our Chief Executive Officer. Our Chief Executive Officer does not participate in the determination of his own compensation. The Compensation Committee has authority under the charter to retain and set compensation for compensation consultants and other advisors that the Committee may engage. The Compensation Committee charter does not provide for delegation of the Committee’s duties and responsibilities other than to one or more members of the Committee when appropriate.

Management engaged Pay Governance LLC to provide executive and Director compensation consulting services. Pay Governance provided no other services for us. The Compensation Committee has assessed the independence of Pay Governance pursuant to SEC rules and concluded that Pay Governance’s work does not raise any conflict of interest issues. See “Compensation Discussion and Analysis – 2022 Compensation – Determination of Competitive Compensation” for further information regarding Pay Governance’s services.

Corporate Governance/Nominating Committee

The Corporate Governance/Nominating Committee (the “GNC”) is responsible for, among other things:

•selection of nominees for election as Directors, subject to approval by the Board;

•recommendation of a Director to serve as Chairperson of the Board;

•recommendation to the Board of the responsibilities of Board Committees and each Committee’s membership;

•oversight of the annual evaluation of the Board and the Audit and Compensation Committees;

•oversight of management’s environmental and social efforts; and


AMETEK, INC. 2023 Proxy Statement			9

•review and assessment of the adequacy of our Corporate Governance Guidelines and Code of Ethics and Business Conduct.

Board Structure

Leadership Structure

The Board believes that whether to have the same person occupy the offices of chairman of the Board and CEO should be decided by the Board from time to time, in its business judgment after considering relevant circumstances. Our Corporate Governance Guidelines allow the Board flexibility to separate or combine the roles of Chairman and CEO. The Board currently believes that a combined Chairman and CEO is in the best interest of our company as our Chairman and CEO serves as a bridge between management and the Board, ensuring that both groups act with a common vision and strategy. Further, the combined Chairman and CEO structure provides clear leadership for our company, with a single person setting the tone and having primary responsibility for managing our operations. We believe that the combined role helps to eliminate the potential for confusion or duplication of efforts, and enhances our ability to develop and implement strategy. In addition, the deep involvement of the CEO in all aspects of the business allows him the opportunity to identify risks our company may be facing and, in his role as Chairman, he is able to facilitate the Board’s oversight of such risks.

Mr. Zapico has served in the combined Chairman and CEO role since 2017. The Board believes that Mr. Zapico has the skills, experience and character to provide our company with strong and effective leadership, including:

•Extensive knowledge of our company and the markets in which we operate through his over 30 years of experience in our industry and with our company

•Proven leadership skills with the strategic vision necessary to lead the Board and our company

Lead Independent Director

Our Corporate Governance Guidelines provide that an independent Director will serve as our Lead Independent Director in the event the Chairman is a management Director. The Board believes that this framework further strengthens the leadership of our company. Although annually elected, the Lead Independent Director is generally expected to serve for more than one year. In 2017, the Board elected Anthony J. Conti to serve as Lead Independent Director. Mr. Conti is an experienced Director, having served as a Partner of PricewaterhouseCoopers and a director of another public company. Mr. Conti’s current service as the Chair of our Audit Committee and prior service as a partner of a major accounting firm assist our Board in its role in risk oversight.

The following chart sets forth the primary roles and responsibilities of the Chairman and the Lead Independent Director. We believe that our current leadership structure enhances the Chairman and CEO’s ability to provide insight and direction on important strategic initiatives to both management and the independent Directors.


10			AMETEK, INC. 2023 Proxy Statement



David A. Zapico			Anthony J. Conti
Chairman since 2017			Lead Independent Director since 2017
• Provides strategic vision for our company as Chairman and CEO			• Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management independent Directors
• Presides at all Board meetings when he is present			• Authorized to call meetings of the non-management independent Directors
• Acts as Chairman of and presides at meetings of stockholders			• Serves as principal liaison on Board-wide issues between non-management independent Directors and the Chairman
• Ensures distribution of written meeting materials, including the agenda, for use at Board meetings			• Communicates to the Chairman any issues the non-management independent Directors may have with the quality, quantity, appropriateness and timeliness of information sent to the Board
• Establishes the agenda for Board meetings			• Works with the Chairman to establish Board meeting agenda items
• Invites executive officers, key personnel and other persons to attend Board meetings when deemed appropriate			• Works with the Chairman to optimize the number, frequency and conduct of Board meetings, as well as meeting schedules to assure there is sufficient time for discussion of all agenda items
• Calls special meetings of the Board			• Authorized to retain outside advisors and consultants who report directly to the Board on Board-wide issues
• Does not serve on any Committees but attends all Committee meetings			• Ensures that he is available, if required by the management team, when appropriate, for consultation and communication with our stockholders

It is our policy that independent Directors meet in executive session at least once a year outside of the presence of any management Directors or any other members of our management. Our Lead Independent Director chairs these sessions. During executive sessions, the Directors may consider such matters as they deem appropriate. Following each executive session, the results of the deliberations and any recommendations are communicated to the full Board of Directors.

Board and Committee Structure

Our Board and Committee composition ensures independence and protects against too much power being placed with the Chairman and CEO. Currently, all of our Directors (other than Mr. Zapico) and each member of our three Committees meet the independence requirements of the NYSE and our Corporate Governance Guidelines’ categorical standards for determining Director independence. Additionally, the members of the Audit Committee also satisfy SEC regulatory independence requirements for audit committee members. Pursuant to our Corporate Governance Guidelines, each independent Director has the ability to raise questions directly with management and request that topics be placed on the Board agenda for discussion. Further, pursuant to our Corporate Governance Guidelines, the Board provides input on the structure of the Board itself.

Currently, independent Directors directly oversee such critical matters as the integrity of our financial statements, the compensation of executive management, the selection and evaluation of Directors and the development and implementation of our corporate governance policies and structures. Further, the Compensation Committee conducts an annual performance review of our CEO and, based upon this review, approves our CEO’s annual compensation, including salary, bonus, incentive and equity compensation.


AMETEK, INC. 2023 Proxy Statement			11

Risk Oversight. In accordance with NYSE rules and our Audit Committee’s charter, our Audit Committee has primary responsibility for overseeing our risk management. Nevertheless, our entire Board, and each other committee of the Board, is actively involved in overseeing risk management. As our Lead Independent Director is the Chair of the Audit Committee, he is actively involved in risk matters. A summary of the current allocation of general risk oversight functions among management, the Board and the Board committees is as follows:

Our Enterprise Risk Management (“ERM”) Committee, composed of senior executives, including the Chairman and Chief Executive Officer, the Chief Financial Officer, the Chief Administrative Officer, and the Group Presidents, reviews our enterprise risks. The Committee has an annual process that determines the most important enterprise risks based on severity, likelihood and ability to mitigate, and in turn develops action plans to address the risks. Enterprise risks include any significant event or circumstance that could impact the achievement of our business objectives. These risks include, among other things, strategic, operational, human capital, SEC reporting, compliance, cyber, reputational, and Sustainability/ESG, including climate-related risks. For example, the team considers the impact of natural disasters and resource shortages on AMETEK’s facilities (i.e., severe weather effects and water availability). The ERM Committee’s findings are presented to the Audit Committee on a quarterly basis and to the full Board of Directors annually. Management’s strategic planning process manages business opportunities, including climate-related opportunities. The ERM Committee’s process is a component of our disclosure controls and procedures.

The ERM process includes the ERM Committee’s:

•Annual reassessment of our significant enterprise risks

•Quarterly review of our significant enterprise risk

•Evaluation of the time frame which the enterprise risk may impact (e.g., long period of time providing opportunity to react, spread over several quarters with limited advanced warning or sudden with immediate impact)

•Consultation with outside advisors, as needed


12			AMETEK, INC. 2023 Proxy Statement

We have several management-level employees who manage compliance including: our Vice President, Audit Services; Vice President, Environmental, Health and Safety; Vice President, Investor Relations and Treasurer; and General Counsel. Each of these employees is a member of the ERM Committee.

Sustainability Report. AMETEK is committed to providing a consistent and excellent return to our stakeholders, all while maintaining a strong commitment to environmental stewardship, social responsibility, diversity and inclusion, and sound corporate governance. We believe that effectively prioritizing and managing our Sustainability/ESG initiatives will help create long-term value and a better future for our stakeholders.

Our Sustainability Report highlights our sustainability initiatives and is available on our website at www.ametek.com/aboutus/sustainability.

Our Sustainability/ESG highlights include the following:

•Core Values: Our core values — Ethics and Integrity, Respect for the Individual, Diversity and Inclusion, Teamwork, and Social Responsibility — remain the most critical components of our sustainability efforts. Sustainability is an integral aspect of the core values that guide the way we do business.

•Environmental Stewardship: Our ongoing commitment to serve as environmental stewards and protect the environment for future generations is reflected in our corporate governance and oversight of compliance and risk management. We are reducing our environmental impact and increasing operational efficiency across our global footprint, and have established greenhouse gas emission reduction targets. Across AMETEK, our businesses are committed to developing innovative products and solutions to help reduce carbon emissions, increase the use and adoption of renewable energy, and address the impacts of climate change.

•Commitment to Diversity and Inclusion: AMETEK is committed to developing a diverse and inclusive culture to power innovation, growth and greater opportunities for all employees. Our hiring practices are geared toward identifying the most diverse set of candidates for open positions. Our training and development programs are focused on providing meaningful opportunities for personal and professional development. And our charitable arm, the AMETEK Foundation, provides wide-ranging support to nonprofit and educational organizations in the communities where we operate.

•Our Solutions: AMETEK’s portfolio of differentiated technology solutions has grown significantly. Many of AMETEK’s products and solutions are creating a more sustainable future by supporting customers’ environmentally focused applications across a diverse set of markets. AMETEK partners with customers to develop sustainable solutions with specialized technology that help in the effort to improve the quality of life and the environment.

In the past several years, we made significant progress on our sustainability commitments. Below we highlight some of those developments:

•We employ an ERM Committee made up of functional experts and senior business leaders. This Committee is focused on anticipating, identifying, prioritizing, managing and mitigating various risks facing the company. As a result, the ERM Committee plays a critical role in helping drive our success and sustainability. Furthermore, we have expanded this cross-functional team to better manage our Sustainability/ESG initiatives, accelerate progress, and identify projects that will help us achieve our sustainability goals.

•We have aligned our disclosure efforts with the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD) frameworks.

•We continually look for opportunities to improve diversity and inclusion across our company. We have an active Inclusion Council, which drives initiatives focused on mentorship, education and career guidance. Our council reinforces our commitment to an inclusive work environment, where all employees are valued, and their voices are heard. We also celebrate events throughout the year to showcase our diverse employee groups.

•AMETEK takes the health and safety of our employees very seriously. Our ultimate goal is zero accidents in the workplace. Every member of our leadership team is responsible for enforcing health and safety standards. In 2022, AMETEK achieved a 0.19 Lost Workday Incident Rate (per 100 workers, per year), significantly below the industry average of 1.2.

•We disclose environmental data including scope 1 and scope 2 emissions data, energy consumption, energy from renewable sources, water usage, and hazardous waste and have implemented a variety of initiatives to help our businesses reduce greenhouse gas emissions. We established a greenhouse gas (GHG) emission reduction goal to reduce our combined scope 1 and 2 emissions by 40%, normalized to sales, by 2035, from a 2019 baseline.

•In 2020, we initiated a data collection process to track the volume of hazardous waste, recycled hazardous waste, and total recyclables such as plastic, paper and cardboard generated by our manufacturing sites. We continuously strive to reduce waste volume and improve our recycling efforts through our various Operational Excellence initiatives.

•We have established a Global Sustainability Operations Committee focused on improving operational efficiency throughout each business and embedding sustainability into our Operational Excellence strategy.


AMETEK, INC. 2023 Proxy Statement			13

•We strengthened our focus on social responsibility by expanding our volunteer efforts and increasing our contributions through the AMETEK Foundation, our company’s charitable giving arm, to support the communities where we operate. In the past five years, the AMETEK Foundation has supported approximately 220 organizations including the United Way, Black Girls CODE, the Juvenile Diabetes Research Foundation, and Science Explorers, providing our employees with the opportunity to support the organizations that matter most to them.

Our businesses invest in, develop, and acquire differentiated technology solutions to solve our customers’ most complex challenges. Many of these products provide sustainability-related benefits, such as improving patient health outcomes, ensuring safety in the food and pharmaceutical industries, and safeguarding the environment. Below are some examples of how our solutions are making an impact:

•Health Care

◦Our Rauland Responder® solutions allow hospitals and other health care facilities to optimize their workflows and critical communications. The Responder series helps nurses and hospital staff monitor patient activity, improving both patient safety and the efficiency of the nurses and health care professionals.

◦Reichert Technologies’ Tono-Pen AVIA® Tonometer is a handheld solution used by ophthalmologists and optometrists in evaluating a patient’s intraocular pressure (IOP), which is an important aspect of diagnosing and managing glaucoma, a leading cause of blindness.

◦Pharmaceutical manufacturers utilize Brookfield’s Computrac® line of moisture analyzers to ensure medications meet all FDA requirements and are consistently safe and effective for consumer use.

•Environmental Protection

◦Process Instruments designs and manufactures monitoring equipment and instrumentation that help customers control and reduce emissions that are detrimental to the environment.

◦SkyBitz Tracking and Monitoring technologies improve the efficiencies of logistics and transportation providers. Customers rely on these solutions to optimize their distribution strategies, ultimately lowering overall emissions and reducing carbon footprints.

•Renewable Energy and EVs

◦To help ensure proper, safe and reliable performance of electric vehicles, EV manufacturers rely on Compliance Test Solutions (CTS) PowerWave and RippleNX instrumentation. By simulating electrical interference, CTS’s solutions help our customers certify electric vehicles.

◦Offshore wind power is quickly becoming a more cost-viable renewable energy source. Abaco Systems embedded computing solutions are being utilized to safely and reliably enable wind farm power.

◦Renewable energy systems must operate under some of the harshest weather conditions for decades at a time. To ensure reliability and consistency, customers rely on Atlas’s Weather-Ometers for accelerated weathering testing and quality assurance.

◦Programmable Power’s TerraSAS™ photovoltaic simulators simulate weather conditions to help in the production of solar panels and related equipment. By simulating real-world conditions, Programmable Power’s products ensure customers are creating durable, long-lasting solar solutions.

•Food and Beverage Safety

◦Ensuring the safety of our water and wastewater is critical. SPECTRO’s line of optical emission spectrometers is leading the way in helping cities and utilities keep their consumers and the environment safe from pollutants in the water supply.

◦Water vapor, oxygen, and carbon dioxide have the potential to penetrate fresh food packaging and reduce shelf life, leading to unnecessary waste. Packaging companies are using MOCON permeation analyzers to design packages that keep food fresh while minimizing weight, transportation costs and food waste.

•Aviation Fuel Efficiency

◦Thermal performance and weight are key considerations for aircraft engines. Hughes-Treitler’s Surface Air-Cooled Oil Cooler, used on multiple aircraft engines, generates less drag resulting in improved fuel efficiency due to its ability to remove heat in an aerodynamically efficient manner.

Human Capital Management. As a global organization, we have seen firsthand that the innovation needed to solve our customers’ biggest challenges can only come from employees that are fully engaged and committed, and who have diverse perspectives and backgrounds. Our Board regularly receives updates and presentations on key topics, including Sustainability/ESG, compliance, diversity and inclusion, and employee development and succession.


14			AMETEK, INC. 2023 Proxy Statement

Our executive management team reviews the key talent across our company and assesses the adequacy of talent to meet business challenges and future growth needs. A major area of focus is a review of diversity and inclusion improvement efforts. We have an active Inclusion Council, which drives initiatives focused on mentorship, education and career guidance. Diverse candidate slates are required for external salaried openings, including executive management and Board appointments, where at least one diverse candidate is interviewed.

We have created a leadership development program for employees on track to become P&L leaders in the company. This focused and intensive program involves both internal and external training on leadership effectiveness as well as specific job-related skills. In addition, participants receive hands-on experience in key AMETEK business system processes such as growth kaizens and acquisition due diligence. We have a long-standing commitment to responsible corporate conduct. Each employee is provided with annual performance goals which are reviewed in a performance review with their manager. Employee feedback is actively encouraged through an open-door policy for all managers, regular town hall/all hands meetings, executive presentations with Q&A sessions, a regular CEO podcast for all employees, and a hotline that can be used to report complaints.

Giving back to our community is an important part of our culture. Established in 1960, the AMETEK Foundation is the charitable giving arm of AMETEK, Inc. The Foundation’s mission is to empower AMETEK colleagues making a positive impact in their local communities, with a focus on health and welfare, civic and social service programs, and education.

As of December 31, 2022, we have approximately 19,600 employees, of which 42% are diverse (global female full-time and part-time employees plus diverse U.S. male full-time and part-time employees). Our compensation programs are designed to provide competitive salaries and benefit programs to attract, retain and motivate a world-class workforce. Selected employees participate in short- and long-term incentive programs that align employee and shareholder interests and promote long-term retention. Additionally, we strive to protect health and safety in every aspect of our enterprise – from the way we design, manufacture and deliver our products to the way our customers use them. We continue to drive towards our goal of zero lost-time work incidents. In 2022, we achieved our lowest lost-time incident rate on record. We continue to enhance our safety initiatives as each facility is tasked with identifying opportunities for additional safety measures. Businesses with zero incidents share best practices and ensure ongoing training to maintain their safety excellence. In addition to our EHS facility audits, our facilities include safety committees, continual training, documented self-audits, and behavior-based safety observations and feedback.

Our U.S. Federal Employment Information Report (EEO-1) for 2021 is available at www.ametek.com and offers a snapshot of U.S. diversity data as of December 31, 2021. The EEO-1 data captures only U.S. employees and does not reflect the broad diversity of our approximately 9,500 international employees.


AMETEK, INC. 2023 Proxy Statement			15

Consideration of Director Candidates. The GNC seeks candidates for Director positions who help create a collective membership on the Board with varied backgrounds, experience, skills, knowledge and perspective. In addition, Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions that they can make to AMETEK. The Committee also seeks a Board that reflects diversity, including but not limited to race, gender, ethnicity, age and experience. This is implemented by the Committee when it annually considers diversity in the composition of the Board and prior to recommending candidates for nomination as Directors. The Committee solicits input from Directors regarding their views on the sufficiency of Board diversity through the annual self-assessment process. The Committee assesses the effectiveness of Board diversity by considering the various skills, experiences, knowledge, backgrounds and perspectives of the members of the Board of Directors. The Committee then considers whether the Board possesses, in its judgment, a sufficient diversity of those attributes.

Stockholders can recommend qualified candidates for Director by writing to the Corporate Secretary, AMETEK, Inc., 1100 Cassatt Road, Berwyn, PA 19312-1177. Stockholder submissions must include the following information: (1) the name of the candidate and the information about the individual that would be required to be included in a proxy statement under the SEC rules; (2) information about the relationship between the candidate and the recommending stockholder; (3) the consent of the candidate to serve as a Director; and (4) proof of the number of shares of our common stock that the recommending stockholder owns and the length of time that the shares have been owned. In considering any candidate proposed by a stockholder, the GNC will reach a conclusion based on the criteria described above in the same manner as for other candidates. The GNC also may seek additional information regarding the candidate. After full consideration by the GNC, the stockholder proponent will be notified of the decision of the Committee.

In addition, we adopted “proxy access,” which, under certain circumstances, allows a stockholder or group of up to twenty stockholders who have owned at least 3% of our common stock for at least three years to submit Director nominees (up to the greater of two Directors or 20% of the Board) for inclusion in our proxy materials if the stockholder(s) and the nominee(s) satisfy the requirements specified in our By-Laws. Stockholders who wish to nominate Directors for inclusion in our proxy materials or directly at an annual meeting of stockholders in accordance with the procedures in our By-Laws should follow the instructions under the “Information About the 2024 Annual Meeting” section of this proxy statement.

Director Compensation. Each non-employee Director is paid an annual base retainer composed of cash and equity in the form of a restricted stock award, as well as reimbursement of expenses. The Lead Independent Director and each Committee Chair receive an additional cash retainer. In fiscal 2022, the Director compensation program provided for the following payments:


Type			Amount
Annual Board Cash Retainer			$110,000
Restricted Stock Award			$165,000
Lead Independent Director Retainer			$ 30,000
Committee Chair Retainers			Audit – $25,000 Compensation – $20,000 Corporate Governance/Nominating – $20,000

The following table provides information regarding Director compensation in 2022, which reflects the standard compensation described above. In addition, the table does not address compensation for Mr. Zapico, which is addressed under “Executive Compensation” beginning on page 28. Mr. Zapico did not receive additional compensation for serving as a Director in 2022.


16			AMETEK, INC. 2023 Proxy Statement

DIRECTOR COMPENSATION – 2022


Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)		Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Thomas A. Amato	$	130,000	$	172,403	—	—	—	—	$	302,403
Tod E. Carpenter	110,000		172,403		—	—	—	—	$	282,403
Anthony J. Conti	165,000		172,403		—	—	—	—	$	337,403
Steven W. Kohlhagen	110,000		172,403		—	—	—	—	$	282,403
Gretchen W. McClain	130,000		172,403		—	—	—	—	$	302,403
Karleen M. Oberton	110,000		172,403		—	—	—	—	$	282,403
Dean Seavers	121,000		185,872		—	—	—	—	$	306,872
Suzanne L. Stefany	55,000		101,558		—	—	—	—	$	156,558

(1)The amounts shown are the annual base cash retainer and additional annual retainer fees for serving as Lead Director and Chair of a Committee. The amounts shown include amounts that have been deferred under the deferred compensation plan for Directors.

(2)The amounts shown for stock awards relate to restricted shares granted under our 2020 Omnibus Incentive Compensation Plan. These amounts are equal to the grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, which we refer to below as “ASC 718,” but without giving effect to estimated forfeitures related to service-based vesting conditions. At December 31, 2022, the non-management members of the Board held unvested restricted stock awards and/or options to purchase the number of shares of our common stock set forth next to their names in the chart below:


Name	Stock Awards	Outstanding Options
Thomas A. Amato	2,560	—
Tod E. Carpenter	2,560	—
Anthony J. Conti	2,560	5,440
Steven W. Kohlhagen	2,560	5,440
Gretchen W. McClain	2,560	—
Karleen M. Oberton	2,670	—
Dean Seavers	1,380	—
Suzanne L. Stefany	810	—

Directors are able to participate in a deferred compensation plan for Directors. Ms. McClain participates in this plan. Under this plan, a Director may defer payment of his or her fees into a notional investment in the same investments available in The AMETEK Retirement & Savings Plan, commonly referred to as the “AMETEK 401(k) Plan,” plus an interest-bearing account. One of the investment options is a notional fund consisting of our common stock. A Director generally may elect to have the value of his or her account distributed following retirement, either in a lump sum or in up to 15 annual installments, or in the form of an in-service distribution, payable either in a lump sum or in up to 15 annual installments commencing on a date specified by the Director in his or her distribution election. Payments may commence sooner upon the Director’s earlier separation from service, upon the death of the Director, in the event of an unforeseeable financial emergency or upon a change of control. Payments from the notional common stock fund are made in shares of our common stock, while payments from all other investments are paid in cash.

Mandatory Retirement. The retirement policy for our Board prohibits a Director from standing for re-election following his or her 75th birthday.

Certain Relationships and Related Transactions. Under our written related party transactions policy, transactions that would require disclosure under SEC regulations must be approved in advance by the Audit Committee. Prior to entering into a transaction covered by the policy, the person proposing to enter into the transaction must provide a notice to our Vice President – Audit Services, who must promptly forward the notice to the Chair of the Audit Committee. Following a reasonable review by the Audit Committee, the transaction is permissible if the Audit Committee finds that, notwithstanding the involvement of a related person, there is an appropriate business reason to approve the transaction.

We had no related party transactions in 2022. To our knowledge, no related party transactions are currently proposed.


AMETEK, INC. 2023 Proxy Statement			17

INFORMATION ABOUT THE 2024 ANNUAL MEETING

Advance Notice Procedures for Stockholder Proposals and Director Nominations Not Intended for Inclusion in the Proxy Statement for the 2024 Annual Meeting

In accordance with our By-Laws, stockholders must give us notice relating to nominations for Director or proposed business to be considered at our 2024 Annual Meeting of Stockholders, other than in connection with a nomination for Director that is intended to be included in our proxy statement pursuant to our proxy access By-Laws as described below, no earlier than January 5, 2024 and no later than February 4, 2024. Any such nomination for Director must include all information required by Rule 14a-19(b) under the Exchange Act. These requirements do not affect the deadline for submitting stockholder proposals or Director nominations for inclusion in the proxy statement, or for recommending candidates for consideration by the GNC, nor do they apply to questions a stockholder may wish to ask at the meeting.

Director Nominations for Inclusion in the Proxy Statement for the 2024 Annual Meeting

In accordance with our By-Laws, a stockholder or group of up to twenty stockholders who have owned at least 3% of our common stock for at least three years may submit Director nominees (up to the greater of two Directors or 20% of the Board) for inclusion in our proxy materials if the stockholder(s) provide timely written notice of such nomination(s) and the stockholder(s) and the nominee(s) satisfy the requirements specified in our By-Laws. To be timely for inclusion in our proxy materials for the 2024 Annual Meeting of Stockholders, notice must be received by the Corporate Secretary at our principal executive offices no earlier than the close of business on October 15, 2023 and no later than the close of business on November 14, 2023. The notice must contain the information required by our By-Laws, and the stockholder(s) and nominee(s) must comply with the information and other requirements in our By-Laws relating to the inclusion of stockholder nominees in our proxy materials.

Stockholders may request a copy of the By-Law provisions discussed above from the Corporate Secretary, AMETEK, Inc., 1100 Cassatt Road, Berwyn, PA 19312-1177.

Stockholder Proposals for Inclusion in the Proxy Statement for the 2024 Annual Meeting

To be considered for inclusion in the proxy statement for the 2024 Annual Meeting of Stockholders, stockholder proposals other than director nominations must be received at our executive offices no later than November 13, 2023.


18			AMETEK, INC. 2023 Proxy Statement

REPORT OF THE AUDIT COMMITTEE

The responsibilities of the Audit Committee are set forth in its charter, which is accessible at the Investors section of our corporate website, www.ametek.com. Among other things, the charter charges the Committee with the responsibility for reviewing our audited financial statements and the financial reporting process. In fulfilling its oversight responsibilities, the Committee reviewed with management and Ernst & Young LLP, our independent registered public accounting firm, the audited financial statements contained in our 2022 Annual Report on Form 10-K. The Committee discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board.

In addition, the Committee received the written disclosures and letter from Ernst & Young LLP in accordance with the applicable standards of the Public Company Accounting Oversight Board, and has discussed with Ernst & Young LLP its independence.

The Committee discussed with our internal auditors and Ernst & Young LLP the overall scope and plans for their respective audits. The Committee met with the internal auditors and Ernst & Young LLP, with and without management present, to discuss the results of their examinations, their evaluations of our disclosure control process and internal control over financial reporting, and the overall quality of our financial reporting. The Committee held eight meetings during 2022, which included meetings prior to quarterly earnings announcements.

Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board approved, the inclusion of the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the Securities and Exchange Commission.

Respectfully submitted,

The Audit Committee:

Anthony J. Conti, Chair

Steven W. Kohlhagen

Karleen M. Oberton

Dean Seavers

Dated: March 13, 2023


AMETEK, INC. 2023 Proxy Statement			19

ELECTION OF DIRECTORS

(Proposal 1 on Proxy Card)

The nominees for election at this year’s meeting are Thomas A. Amato, Anthony J. Conti and Gretchen W. McClain, who have been nominated to serve as Class II Directors and, if elected, will serve for three-year terms expiring at the 2026 Annual Meeting of Stockholders. There are no other nominees competing for their seats on the Board. This means we have an uncontested election.

If a quorum is present, Directors in uncontested elections are elected by a majority of the votes cast, via the webcast or by proxy. This means that the nominees will be elected if they receive more “for” votes than “against” votes. Votes marked “for” a nominee will be counted in favor of that nominee. Votes marked “abstain” will have no effect on the vote since a majority of the votes cast at the meeting is required for the election of each nominee. Since we do not have cumulative voting, you may not cast all of your votes “for” a single Director nominee. Any nominee for Director who does not receive a majority of votes cast shall immediately tender his or her resignation for consideration by the GNC. The Committee will promptly consider the resignation tendered by the Director and will recommend to the Board whether to accept the tendered resignation or reject it. In considering whether to accept or reject the tendered resignation, the Committee will weigh all factors it deems relevant, including the reasons for the “against” votes by stockholders, the length of service and qualifications of the Director, and the Director’s contributions to AMETEK. No Director whose tendered resignation is under consideration will participate in the deliberation process as a member of the GNC or the process of the Board described below. The Board will act on the GNC’s recommendation within 120 days following certification of the stockholders’ vote and will promptly disclose (by press release, filing of a Current Report on Form 8-K or any other public means of disclosure deemed appropriate) its decision regarding whether to accept the Director’s resignation offer. In considering the GNC’s recommendation, the Board will weigh the factors considered by the Committee and any additional information deemed relevant by the Board. If any Directors’ resignations are accepted by the Board, the GNC will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate, unless the Board determines to reduce the number of Directors. The Directors’ biographies are set forth on pages 25 through 27, and a summary of their skills and attributes is set forth on page 24.

Your Board of Directors Recommends a Vote FOR Each of the Nominees.


20			AMETEK, INC. 2023 Proxy Statement

ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION

(Proposal 2 on Proxy Card)

Pursuant to Section 14A of the Securities Exchange Act of 1934, we are providing our stockholders with the right to approve, on a non-binding, advisory basis, the compensation of our “named executive officers” as disclosed in this proxy statement under the heading “Executive Compensation – Compensation Discussion and Analysis” and the tabular disclosures of this proxy statement. In accordance with the results of the last advisory vote on the appropriate frequency of our advisory vote on executive compensation at our 2017 Annual Meeting, our Board determined to implement an annual non-binding stockholder vote on our executive compensation (commonly referred to as “say-on-pay”). Proposal 3 on the Proxy Card asks stockholders again to vote on the appropriate frequency of the advisory vote on executive compensation. Our Board has had a long-standing commitment to good corporate governance and recognizes the interest that investors have in executive compensation. We also are committed to achieving a high level of total return to our stockholders.

We encourage you to review the Compensation Discussion and Analysis beginning on page 29 of this proxy statement, as well as the Summary Compensation Table and related compensation tables and narrative, appearing on pages 38 through 47, which provide detailed information on our compensation policies and practices and the compensation of our named executive officers. Our compensation program is designed to attract, motivate and retain the talent required to achieve the short- and long-term performance goals necessary to create stockholder value. Our balanced approach to executive compensation through a combination of base pay, annual incentives and long-term incentives, with a mix of cash and non-cash awards, aligns with creating and sustaining stockholder value.

The Board strongly endorses our executive compensation program and recommends that the stockholders vote in favor of the following resolution:

“RESOLVED, that the stockholders approve the compensation of the Company’s executives named in the Summary Compensation Table, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis and the accompanying compensation tables and related material disclosed in this Proxy Statement).”

The affirmative vote of the holders of a majority of eligible shares present at the meeting, via webcast or by proxy, and voting on the matter is required to approve this proposal. Abstentions and broker non-votes will each be counted as present for purposes of determining a quorum but will not have any effect on the outcome of the proposal.

Although the vote is non-binding, our Board and Compensation Committee will take into account the outcome of the vote when making future decisions about our executive compensation policies and procedures.

Your Board of Directors Recommends a Vote FOR the Approval of the Company’s Executive Compensation.


AMETEK, INC. 2023 Proxy Statement			21

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES
ON EXECUTIVE COMPENSATION

(Proposal 3 on Proxy Card)

The Dodd-Frank Wall Street Reform and Consumer Protection Act added Section 14A to the Securities Exchange Act of 1934, which requires that we provide stockholders with the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently to conduct future advisory votes on the compensation of our named executive officers as disclosed in accordance with the compensation disclosure rules of the Securities and Exchange Commission.

Stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one, two, or three years. Stockholders also may abstain from casting a vote on this proposal.

In 2017, stockholders voted for an annual advisory vote on executive compensation, which preference we have since followed. The Board again recommends an annual advisory vote on executive compensation, which will permit our stockholders to provide input on our executive compensation philosophy, policies and practices as disclosed in the proxy statement each year, which is consistent with our efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years or three years when you vote in response to the resolution set forth below or you may abstain from voting.

“RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the stockholders’ preferred frequency with which the company is to hold a stockholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure shall include the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure).”

Because this vote is advisory and not binding on the Board of Directors or the company in any way, the Board may decide that it is in the best interests of our stockholders and us to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders.

Your Board of Directors Recommends a Vote to Conduct an Advisory Vote on Executive Compensation Once Every Year.


22			AMETEK, INC. 2023 Proxy Statement

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Proposal 4 on Proxy Card)

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence. Further, the Audit Committee evaluates whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

The Audit Committee has selected, and the Board has ratified the selection of, Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. The Audit Committee is responsible for the audit fee negotiations associated with our retention of Ernst & Young LLP. Further, in conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Chair and other members of the Audit Committee are directly involved in the selection of Ernst & Young LLP’s new lead engagement partner. Ernst & Young LLP and its predecessor have served continuously as our independent auditors since our incorporation in 1930.

The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interest of AMETEK and our stockholders, and we are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2023. Although action by stockholders on this matter is not required, the Audit Committee believes that it is appropriate to seek stockholder ratification of this appointment, and the Audit Committee may reconsider the appointment if the stockholders do not ratify it.

Fees billed to us by Ernst & Young LLP for services rendered in 2022 and 2021 totaled $9,373,000 and $9,558,000 respectively, and consisted of the following:


	2022		2021
Audit fees	$	7,915,000	$	7,440,000
Audit-related fees	53,000		53,000
Tax fees	1,400,000		2,060,000
All other fees	5,000		5,000
Total	$	9,373,000	$	9,558,000

“Audit fees” includes amounts for statutory audits and attestation services related to our internal control over financial reporting for compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

The amounts shown for “Audit-related fees” relate to fees for audits of employee benefit plans.

The amounts shown for “Tax fees” relate to federal and state tax advice, acquisition tax planning, assistance with international tax compliance and international tax consulting.

The amounts shown for “All other fees” relate to online accounting research subscriptions.

The affirmative vote of the holders of a majority of eligible shares present at the meeting, via webcast or by proxy, and voting on the matter is required to ratify the appointment of Ernst & Young LLP.

Representatives of Ernst & Young LLP will be present at the meeting. They will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions.

Your Board of Directors Recommends a Vote FOR Ratification.


AMETEK, INC. 2023 Proxy Statement			23

THE BOARD OF DIRECTORS

Board Composition Overview

Our Board is comprised of Directors with diverse skills, background and experience. Additional information on Board membership criteria is set forth on page 16 under “Consideration of Director Candidates.”

Skill and Attributes

Out of 9 Board Members


9 High level of financial expertise

9 Executive leadership development experience

9 Enterprise risk oversight experience

7 Broad international business experience

4 Extensive M&A experience

4 Knowledge of strategic marketing and industrial technology

4 Public company CEO experience


24			AMETEK, INC. 2023 Proxy Statement

Biographies

As discussed under “Consideration of Director Candidates,” the GNC analyzes a number of factors when considering Directors for selection to the Board. Each of our Directors has been selected based on their demonstrated leadership and significant experience in areas significant to our company; ability to offer advice and guidance based upon that experience and expertise; sound business judgment; and character and integrity that support our core values. The biographical information set forth below is as of March 1, 2023 and includes a description of each Director’s background that supported the Board’s consideration of that Director for nomination. Unless we indicate otherwise, each Director has maintained the principal occupation and directorships described below for more than five years.

Class II: Nominees for election at the meeting for terms expiring in 2026:


						THOMAS A. AMATO Independent Age 59 Director since 2017 Committee served: Compensation

Mr. Amato is Chief Executive Officer and President of TriMas Corporation. Previously, he was Chief Executive Officer and President of Metaldyne, LLC and Co-President of Metaldyne Performance Group Inc. Mr. Amato brings to the Board more than 25 years of broad industrial and international experience, having served in several leadership positions at global, multibillion-dollar businesses. He is currently a Director of TriMas Corporation.


						ANTHONY J. CONTI Independent Age 74 Director since 2010 Committees served: Audit, Compensation and Governance

Mr. Conti is retired from his position as a Partner at PricewaterhouseCoopers. Mr. Conti brings to the Board expertise in financial accounting, finance, strategy, risk management and human resources management with his more than 35 years’ experience at a public accounting firm. He was a Director of BioTelemetry, Inc. from May 2012 to February 2021.


						GRETCHEN W. McCLAIN Independent Age 60 Director since 2014 Committee served: Governance

Ms. McClain is the President & CEO of J.M. Huber Corporation, a private company, since April 1, 2022. She was Operating Executive of The Carlyle Group from July 2019 to April 2022. Ms. McClain brings to the Board her extensive business, developmental, strategic and technical background from more than 25 years of global experience across multiple industries, including as CEO of a publicly traded industrial company and government agency leadership. She is currently a Director of Booz Allen Hamilton Holding Corporation. She was a Director of Boart Longyear Limited from November 2015 to August 2019, and Hennessy Capital Acquisition Corp. IV from February 2019 to December 2020.


AMETEK, INC. 2023 Proxy Statement			25

Class I: Directors whose terms continue until 2025:


						STEVEN W. KOHLHAGEN Independent Age 75 Director since 2006 Committees served: Audit and Governance

Mr. Kohlhagen is a retired financial executive. Mr. Kohlhagen brings to the Board expertise in financial accounting, finance and risk management through his extensive experience in, and knowledge of, the financial, securities and foreign exchange markets. He was a Director of the Federal Home Loan Mortgage Corporation from February 2013 to February 2020.


						DEAN SEAVERS Independent Age 62 Director since 2022 Committee served: Audit

Mr. Seavers was the President of National Grid US and Executive Director of National Grid plc, a multinational electric and gas utility, from December 2015 to January 2020. Mr. Seavers brings to the Board a broad background in business transformation, sustainability and safety. Mr. Seavers has been a Director of Albemarle Corporation since May 2018. He was a Director of Environmental Impact Acquisition Corp. from January 2021 to February 2022, James Hardie Industries plc from February 2021 to March 2022 and Pacific Gas & Electric Company from July 2020 to December 2022.


						DAVID A. ZAPICO Age 58 Director since 2016

Mr. Zapico is the Chairman and Chief Executive Officer of AMETEK. Mr. Zapico brings to the Board extensive knowledge of our company and the markets in which we operate through his 33 years’ experience in our industry.


26			AMETEK, INC. 2023 Proxy Statement

Class III: Directors whose terms continue until 2024:


						TOD E. CARPENTER Independent Age 63 Director since 2019 Committee served: Compensation

Mr. Carpenter has served as Chairman since November 2017, and President and Chief Executive Officer of Donaldson Company, Inc. since April 2015. Mr. Carpenter brings to the Board a wealth of general management and global leadership experience. He is currently a Director of Donaldson Company, Inc.


						KARLEEN M. OBERTON Independent Age 53 Director since 2021 Committee served: Audit

Since August 2018, Ms. Oberton is the Chief Financial Officer of Hologic, Inc. From November 2014 to August 2018, she was Corporate Vice President and Chief Accounting Officer of Hologic, Inc. Ms. Oberton brings to the Board deep financial advisory, audit and SEC reporting experience as well as extensive global leadership experience at a public company.


						SUZANNE L. STEFANY Independent Age 59 Director since 2022 Committees served: Compensation and Governance

Suzanne L. Stefany is a Partner at PJT Partners. Previously, she held the roles of Managing Director and Global Industry Analyst at Wellington Management Company from 2005 to August 2017. Ms. Stefany brings to the Board deep investment advisory, capital markets and strategy development experience. She is currently a Director of JELD-WEN Holding, Inc.


AMETEK, INC. 2023 Proxy Statement			27

EXECUTIVE OFFICERS

Officers are appointed by our Board to serve for the ensuing year and until their successors have been elected and qualified. Information about our executive officers as of March 1, 2023 is shown below:


Name	Age	Present Position with AMETEK

David A. Zapico	58	Chairman and Chief Executive Officer

William J. Burke	61	Executive Vice President–Chief Financial Officer

Ronald J. Oscher	55	Chief Administrative Officer

Emanuela Speranza	54	Chief Commercial Officer

Tony J. Ciampitti	50	President–Electronic Instruments

John W. Hardin	58	President–Electronic Instruments

David F. Hermance	54	President–Electromechanical Group

Thomas C. Marecic	61	President–Electronic Instruments

Thomas M. Montgomery	60	Senior Vice President–Comptroller & Principal Accounting Officer

David A. Zapico’s employment history with us and other directorships, if any, held during the past five years are described under the section “Biographies” on page 25. Mr. Zapico has 33 years of service with us.

William J. Burke was elected Executive Vice President–Chief Financial Officer effective May 15, 2016. Mr. Burke has over 35 years of service with us.

Ronald J. Oscher was elected Chief Administrative Officer effective May 5, 2016. Mr. Oscher has 12 years of service with us.

Emanuela Speranza was elected Chief Commercial Officer effective January 1, 2022. She served as Vice President and General Manager, International from January 2020 to December 2021, and Vice President and General Manager, Europe & India from February 2014 to December 2019. Ms. Speranza has 9 years of service with us.

Tony J. Ciampitti was elected President–Electronic Instruments effective January 1, 2017. Mr. Ciampitti has 26 years of service with us.

John W. Hardin was elected President–Electronic Instruments effective July 23, 2008. Mr. Hardin has 24 years of service with us.

David F. Hermance was elected President – Electromechanical Group effective January 1, 2022. He served as Vice President and General Manager from November 2015 to December 2021. Mr. Hermance has 31 years of service with us.

Thomas C. Marecic was elected President–Electronic Instruments effective November 5, 2014. Mr. Marecic has 28 years of service with us.

Thomas M. Montgomery was elected Senior Vice President–Comptroller & Principal Accounting Officer effective May 15, 2016. Mr. Montgomery has 39 years of service with us.


28			AMETEK, INC. 2023 Proxy Statement

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In this Compensation Discussion and Analysis, we address the compensation paid or awarded to our executive officers listed in the Summary Compensation Table that immediately follows this discussion. We refer to these executive officers as our “named executive officers.”

Each year, the Compensation Committee, in consultation with an independent compensation consultant, carefully reviews our compensation policies and procedures to determine if they are in the best interests of our stockholders and employees. The Compensation Committee conducted this review in the fall of 2022. Stockholder approval of our executive compensation for the past 10 years has been strong and has averaged approximately 96% support. Accordingly, the Compensation Committee determined that it is in the best interests of our stockholders as well as our employees to maintain our compensation policies and procedures, with certain enhancements, which are described in this Compensation Discussion and Analysis.

Executive Compensation – Governance Practices

The Compensation Committee recognizes that the success of our executive compensation program over the long term requires a robust framework of compensation governance. As a result, the Compensation Committee regularly reviews external executive compensation practices and trends and incorporates best practices into our executive compensation program.

What We Do


✓			Strong alignment between pay and performance
✓			Large majority of executive compensation is at-risk and variable
✓			Large majority of variable compensation is delivered as long-term incentives
✓			All long-term incentives are denominated and delivered in equity
✓			Stock ownership requirements for all executive officers
✓			Minimum vesting requirements for equity awards per our equity plan
✓			Caps on annual bonuses to avoid excessive short-term focus and potentially adverse risk-taking
✓			Annual benchmarking of our compensation levels to ensure competitiveness
✓			Use of an independent consultant to advise the Compensation Committee
✓			Clawback policy applicable to current and former executive officers

What We Don’t Do


✘			No excise tax gross-ups on change of control payments
✘			No excessive perquisites
✘			No hedging of our common stock by our officers and Directors
✘			No pledging of our common stock by our officers and Directors
✘			No discounting, reloading or repricing of stock options without stockholder approval
✘			No evergreen provision in our equity plan

2022 Compensation

Compensation Objectives

The compensation paid or awarded to our named executive officers for 2022 was designed to meet the following objectives:

•Provide compensation that is competitive with market levels of compensation provided to other relevant companies’ executive officers, as described further below, taking into account the size of our company or operating group, as applicable. We refer to this objective as “competitive compensation.”

•Create a compensation structure under which a meaningful portion of total compensation is at risk and based on achievement of performance goals. We refer to this objective as “performance incentives.”


AMETEK, INC. 2023 Proxy Statement			29

•Encourage the aggregation and maintenance of meaningful equity ownership, and alignment of executive and stockholder interests. We refer to this objective as “stockholder alignment.”

•Provide an incentive for long-term continued employment with us. We refer to this objective as “retention incentives.”

We fashioned various components of our 2022 compensation payments and awards to meet these objectives as follows:

Pay Component

Competitive Compensation

Performance Incentives

Stockholder Alignment

Retention Incentives

Salary

✓

Short-Term Incentive Awards

✓

Long-Term Incentive Awards

✓

Stock Ownership Guidelines

✓

Determination of Competitive Compensation

In assessing the competitiveness of our compensation levels, we review current-year compensation data provided to us by an independent compensation consultant, Pay Governance LLC. We generally refer to the median pay levels of both our compensation peer group and the general industry (a collection of more than 800 companies) for each pay component and for all pay components in the aggregate.

We used the following process to determine a reference point for the compensation for each named executive officer in 2022:

•We provided to the compensation consultant a description of the responsibilities for each named executive officer.

•The compensation consultant employed its standard methodology to provide compensation levels for comparable executives in the market. Comparable executives are seasoned executives having similar responsibilities in companies of generally similar size and scope. The competitive compensation information was based on our compensation peer group and general industry data derived principally from Willis Towers Watson’s Executive Compensation Database, supplemented with data from public filings. The data were size-adjusted to reflect our estimated revenues and the relevant operating groups as appropriate.

While the actual amount of total compensation earned will vary based on company and individual performance, our goal is for total target compensation, as well as each element of total target compensation, to be at or around the median target compensation for executives with similar positions in the market. Individual executive compensation is established based on an executive’s scope of responsibility, impact on profitable growth, individual performance and breadth of experience. The percentage of total target compensation delivered by each component of pay is shown in the following graphs.


30			AMETEK, INC. 2023 Proxy Statement

Peer Group

The Compensation Committee selects companies for inclusion in the compensation benchmarking peer group based on similarity of industry classification and general comparability of key size measures including market capitalization, revenue, assets and employees. This defined peer group data is used in conjunction with general industry market data when benchmarking each compensation component and total target compensation.

We used the following peer group to inform pay actions effective in 2022.


Agilent Technologies, Inc.	IDEX Corporation	Parker-Hannifin Corporation	Snap-On Incorporated
Dover Corporation	Illinois Tool Works, Inc.	Pentair plc	TransDigm Group Incorporated
Fortive Corporation	Ingersoll Rand, Inc.	Rockwell Automation, Inc.	Xylem Inc.
Hubbell Incorporated	Keysight Technologies, Inc.	Sensata Technologies Holding plc

Role of Executive Officers in Determining Executive Compensation for Named Executive Officers

In connection with 2022 compensation, Mr. Zapico, aided by our human resources department, provided statistical data and recommendations to the Compensation Committee to assist it in determining compensation levels. Mr. Zapico did not make recommendations as to his own compensation. While the Compensation Committee utilized this information, and valued Mr. Zapico’s observations with regard to other executive officers, the ultimate approval regarding executive compensation came from the Compensation Committee.

2022 Compensation Components

Salaries

The salary amounts set forth in the Summary Compensation Table for 2022 reflect salary decisions made by the Compensation Committee in November 2021. In determining base salary, our CEO and the Compensation Committee consider the size and scope of the executives’ responsibilities, experience, performance and the median base salary of similar positions in the market. The Compensation Committee believes that median base salary is an appropriate general reference point to attract and retain top executive talent. Base salaries are reviewed annually, and adjustments are intended to recognize performance and contributions over the prior year, as well as any significant changes in duties or scope of responsibility.


AMETEK, INC. 2023 Proxy Statement			31

Short-Term Incentive Program

The principal objective of our short-term incentive program is to strongly link a portion of annual compensation to our business achievements. We set target short-term incentive opportunities at the median for comparable executives. However, actual payouts may vary based on performance.

Target bonus amounts are typically stated as a percentage of base salary. For 2022, the target bonus amounts were Mr. Zapico – 130%; Mr. Burke – 80%; Mr. Hardin – 70%; Mr. Oscher – 70%; and Mr. Ciampitti - 70%.

Under our short-term incentive program, we selected performance measures that are key drivers of stockholder value. In some instances, performance metrics varied among the named executive officers. These differences reflect the different responsibilities of the executives. We also established targets, or expected levels of performance, for each performance measure, as well as threshold and maximum levels of performance.

The large majority of our executives’ annual incentive is based on formula-driven, non-discretionary, financial metrics. The target goal for each non-discretionary measure in 2022 was largely developed from our 2022 budget. Consistent with past practice, the Compensation Committee can make adjustments on a case-by-case basis, such as for group operating income, as described below.


Performance Measure	Why It Is Used	How It Is Measured
Adjusted Earnings Per Share (EPS)	A measure of our executive officers’ success increasing stockholder returns	Defined as net income, adjusted for tax-effected acquisition-related intangible amortization, divided by the total number of fully diluted shares of our common stock outstanding
	A key metric affecting share price	May adjust for certain nonrecurring items (e.g. realignment costs, tax benefits or charges, sale of a business)
Organic Revenue Growth	Key to the long-term growth and vitality of a business	Applied either company-wide or at the operating group level
	An important indicator of our executive officers’ performance	Defined as actual versus prior-year revenue, excluding (i) revenue increases attributable to acquisitions and (ii) foreign currency effects
Operating Income	A reliable indicator of corporate and operating group performance	Defined as net sales less cost of sales, and selling, general and administrative expenses
	Applies to Group Presidents and their respective operating groups	May adjust for certain nonrecurring items (e.g., estimated tax benefits pertaining to the disposal of excess and obsolete inventory, specified financing costs related to acquisitions, the gain or loss on the sale of a product line and realignment costs)
Operating Working Capital	Encourages executives to achieve a lower working capital percentage, thereby increasing cash available for investment	Defined as inventory, accounts receivable and unbilled revenue less accounts payable and customer advance payments as a percentage of sales
Discretionary	Focuses attention on certain objectives deemed important for the vitality of the business	Quantitative goals are evaluated within a specified range of performance outcomes
	Comprises 10% to 20% of each executive’s total annual incentive	Qualitative goal assessments are based on demonstrated performance including performance related to improvements in diversity and inclusion


32			AMETEK, INC. 2023 Proxy Statement

The weighting of performance measures, achievement range, actual results and actual award for each named executive officer is set forth in the table below. In establishing the weighting, the Compensation Committee considered the alignment of compensation to our business strategy, and key operational and financial measures, as well as motivating and rewarding high individual performance.

SEC Form DEF 14A filed by AMETEK Inc.