ame-20250312

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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

Wednesday, May 7, 2025

11:00 a.m. Eastern Time

Via webcast: www.virtualshareholdermeeting.com/AME2025

Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of AMETEK, Inc. At the meeting, you will be asked to:

The 2025 Annual Meeting of Stockholders of AMETEK, Inc. will be held on May 7, 2025 at 11:00 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/AME2025. 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 10, 2025 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, 2024.

Even if you expect to attend the virtual 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 virtual 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 12, 2025

Principal executive offices

1100 Cassatt Road

Berwyn, Pennsylvania 19312-1177

PROXY STATEMENT

Beginning on or about March 12, 2025, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of March 10, 2025, 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 2026 Annual Meeting			19
Report of the Audit Committee			20
Proposal 1 -- Election of Directors			21
Proposal 2 -- Advisory Vote on the Company's Executive Compensation			22
Proposal 3 -- 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			39
Compensation Tables			40
Potential Payments Upon Termination or Change of Control			48
Stock Ownership of Executive Officers and Directors			51
Beneficial Ownership of Principal Stockholders			52
CEO Pay Ratio			52
Pay Versus Performance			53
Other Business			56
Multiple Stockholders Sharing the Same Address			56

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 21,500 employees in 31 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 stockholders, employees, customers, suppliers, and the communities where we operate.

Our Core Values:

•Ethics & Integrity

•Respect for the Individual

•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 worldwide leader in the design and manufacture of highly engineered medical components and devices, automation and precision motion control solutions, thermal management systems, specialty metals and electrical interconnects.

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.

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.

total shareholder return - 20 years 2025 V1.jpg

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, 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/who-we-are/sustainability.

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 two Directors	FOR each nominee	Majority of votes cast	21
Advisory vote on executive compensation	FOR	Majority of votes cast	22
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025	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

Dean Seavers

2022

Yes

Audit

David A. Zapico

2016

None

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 2024, commonly referred to as “say-on-pay.” Stockholder approval of our executive compensation for last year was 95% and for the past 10 years has been strong averaging approximately 95% support. The design of our 2024 executive compensation program continued to emphasize total return to our stockholders.

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 2025. Last year, of the total votes cast, not including abstentions, 94% were in favor of approving Ernst & Young as our independent registered public accounting firm for 2024.

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 10, 2025 are entitled to vote. On that date, 230,746,910 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/AME2025. 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.

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, 2024 (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 send 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 4, 2025 for shares held in the plan listed on the proxy card and up until 11:59 p.m. Eastern Time on May 6, 2025 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.
			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 4, 2025.

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 two 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.

Proposal 3: Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025.

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 $15,000 plus reimbursement of reasonable out-of-pocket expenses.

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. In accordance with our retirement policy, Mr. Kohlhagen will leave the Board at the expiration of his current term at the Annual Meeting. Also, the Board will decrease the number of Class I Directors, from three to two, thereby decreasing the size of the Board from nine to eight. We thank Mr. Kohlhagen for his service.

Corporate Governance Highlights

✓ All Directors are independent other than Mr. Zapico, as Chairman and CEO.

✓ Regular executive sessions of independent Directors.

✓ Lead independent Director chairs meetings of the independent Directors and is a liaison between the independent Directors and our Chairman and CEO.

✓ Independent, experienced committee chairs.

✓ One share, one vote.

✓ No poison pill.

✓ Proxy access for Director nominations permitted for a stockholder or a group of up to 20 stockholders who have owned at least 3% of our common stock for at least three years.

✓ Robust stock ownership guidelines for our Board and executive officers.

✓ Annual Board self-evaluation process.

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 four times in 2024, 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 7, 2024, attended the 2024 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).

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 12, 2025 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 2024	8	5	4

C: Chair

*=Audit Committee Financial Expert

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 unaudited 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 Section 16 officers; 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 – 2024 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

•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.

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’s 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.

Outside Directorships. AMETEK’s Corporate Governance Guidelines provide that it is generally advisable to limit outside directorships to three, to avoid “overboarding.” The Corporate Governance/Nominating Committee and the full Board will take into account the nature of and the time involved in a Director’s service on other boards of directors in evaluating the suitability of individual Director candidates. Prior to accepting any invitation to serve on another public company board of directors, a Director must seek and receive the consent of the Corporate Governance/Nominating Committee. Based on the

Company’s annual D&O questionnaire process, each Board member is in compliance with AMETEK’s guidelines regarding overboarding.

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:

Proxy chart - Risk Oversight 1 6-12-24 v2.jpg

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, 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. Additionally, our full Board of Directors receives briefings on enterprise-wide cybersecurity risk management and our overall cybersecurity risk environment at least 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

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, inclusion, and sound corporate governance. We believe that effectively prioritizing and managing our sustainability 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 https://www.ametek.com/who-we-are/sustainability.

Key elements of the Company’s approach to sustainability include the following:

•Core Values. Our core values — Ethics and Integrity, Respect for the Individual, 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.

•Upholding Sound Governance. Our commitment to transparency, accountability, and ethical and responsible decision-making is demonstrated through our core values, corporate governance structure, compliance measures, and focus on sustainability oversight. AMETEK’s governance structure underpins our distributed operating structure and provides our colleagues with the foundation to advance sustainability initiatives across our businesses.

•Protecting Our Environment. Our ongoing commitment to serve as environmental stewards and protect the environment for future generations is reflected in our proactive approach to environmental management and sustainability. From emissions reduction initiatives to optimizing resource consumption, we emphasize environmental protection in every facet of our operations. We are firmly committed to reducing our carbon footprint and have made outstanding progress toward our stated greenhouse gas emissions reduction target.

•Investing in Our People. Our people are the most essential resource in driving AMETEK’s long-term success and in achieving our sustainability ambitions. AMETEK is committed to developing an inclusive culture to help power innovation, growth, and greater opportunities for all employees. Through strategic investments in talent acquisition, learning and development, and employee well-being, we foster a culture of empowerment, innovation, and inclusivity, driving our collective success and sustainable growth. We are continually expanding our employee development, engagement, and training initiatives to provide meaningful opportunities for personal and professional development.

•Driving Sustainable Product Solutions. AMETEK is committed to advancing a low-carbon economy. Our growing portfolio of clean technology and sustainability-related solutions includes a wide range of products and solutions that have a positive, global environmental impact across a broad set of diverse end markets, supporting customers in achieving their sustainability goals and creating a more sustainable future. Through collaborative partnerships with our customers, we develop solutions which help reduce carbon emissions, promote renewable energy adoption, improve efficiency and productivity, and improve healthcare outcomes.

•Partnering with Our Communities. We cultivate strong and lasting relationships with the communities in which we operate, actively contributing to their social and economic prosperity. Our charitable arm, the AMETEK Foundation, provides wide-ranging support to non-profit and educational organizations. Through employee volunteerism, financial support, and contributions from the AMETEK Foundation, we partner to strengthen the work of charities around the world.

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

our cross-functional Sustainability Leadership team to better manage our sustainability initiatives, accelerate progress, and identify projects that will help us achieve our sustainability goals. This team works closely with our businesses to implement sustainability initiatives, improve operational efficiency, and ensure that environmental sustainability is widely integrated and communicated across the company.

•Our disclosure efforts are aligned with international sustainability frameworks such as the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD) frameworks.

•We continually look for opportunities to improve 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 recognize our talented employees and their unique backgrounds.

•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 2024, AMETEK achieved a 0.15 Lost Workday Incident Rate (per 100 workers, per year). Additionally, our Total Recordable Incident Rate (TRIR) was 0.55. Both rates compare favorably to relevant US industry benchmarks.

•We disclose environmental data including scope 1 and scope 2 emissions data, energy consumption, energy from renewable sources, water usage, hazardous waste, and recycled hazardous waste. Further, we have implemented a centralized, cloud-based sustainability tracking solution to manage, track, report, and analyze our sustainability performance.

•We have established a greenhouse gas (GHG) emissions reduction goal to reduce our combined scope 1 and 2 emissions by 40%, normalized to sales, by 2035, from a 2019 baseline. We have made strong progress against the goal. Our businesses continue to implement a variety of initiatives helping to reduce our overall environmental impact.

•We continuously strive to reduce waste volume and improve our recycling efforts through our various Operational Excellence initiatives. We have a comprehensive waste management and recycling program for both hazardous and non-hazardous waste, which includes business waste, packaging waste, production waste, and chemical waste.

•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. From donating to food pantries and fundraising for life-saving research, to volunteering to maintain nature preserves, the AMETEK Foundation empowers our businesses and colleagues to support over 200 charitable organizations around the world each year.

•For the past four years in a row, AMETEK has been recognized as a Civic 50 Greater Philadelphia honoree for being one of the most community-minded employers in the region.

Our businesses invest in, develop, and acquire differentiated technology solutions to solve our customers’ most complex challenges. Our growing portfolio of clean technology and sustainability-related solutions exemplifies our commitment to advancing a low-carbon economy. AMETEK’s innovative solutions are playing an important role in reducing carbon emissions, increasing renewable energy adoption, improving efficiency and productivity, and improving health and wellness outcomes. Below are some examples of how our solutions are making a positive impact:

•Advancing Healthcare

◦Paragon Medical manufactures a wide range of specialty medical components, instruments, and equipment, helping medical professionals deliver exceptional patient treatments and improve medical outcomes. Paragon's broad product portfolio offers solutions for demanding healthcare applications including orthopedics, minimally invasive surgery, robotic surgery and drug delivery.

◦AMETEK Gatan’s K3® camera utilizes next-generation technology to produce the high-resolution detail required to map viruses in 3D on an atomic scale, playing a key role in the rapid development of vaccines, therapeutic antibodies, and other medical breakthroughs.

◦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.

•Resource Efficiency and Environmental Stewardship

◦AMETEK Process Instruments provides gas analysis solutions to help customers achieve their sustainability targets and combat climate change. Gas and combustion analyzers such as the WDG suite of products provide real-time measurements helping to find optimal combustion setpoints, thereby improving process efficiency and reducing emissions.

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

◦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.

•Electrification

◦The replacement of fossil-fuel-based technologies with efficient electric-powered alternatives plays a vital role in decarbonization. To help ensure proper, safe and reliable performance, electric vehicle manufacturers rely on Compliance Test Solutions (CTS) PowerWave™ and RippleNX™ instrumentation. By simulating electrical interference, CTS’s solutions help our customers certify electric vehicles.

◦AMETEK Programmable Power’s PLA/PLW Series provides programmable AC and DC power supplies and loads that can serve a variety of applications, from battery and fuel-cell simulation to traction-inverter tests.

◦The inspection and monitoring solution provided by AMETEK Surface Vision’s SmartView® detection technology and SmartAdvisor® vision system allows battery cell manufacturers to detect, identify, and visualize surface defects in real time, ensuring the production of safe and high-grade batteries to power electric vehicles.

•Clean Energy Transition

◦A more sustainable future means increased use of renewable energy sources like solar, wind, hydropower, and biofuels. The RTDS® Simulator provides advanced simulation and testing capabilities to support large-scale integration of renewable energy into national grids.

◦Renewable energy systems such as wind turbines and photovoltaic 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.

◦AMETEK 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.

◦Carbon capture and storage (CCS), an emerging clean energy process, requires the ability to monitor and account for CO2 throughout initial capture, transportation, and storage. The AMETEK Process Instruments 5100 series of analyzers helps monitor and optimize the efficiency of CCS systems. The AMETEK Solartron ISA CarbonStream™ Subsea CO2 Meter provides highly accurate and reliable flow measurement data in the harshest of subsea environments.

•Aerospace Sustainability

◦Thermal performance and weight are key considerations for aircraft engines. AMETEK Hughes-Treitler’s Air-to-Air Heat Exchanger provides an optimal mix of high heat dissipation, durability, light weight, and small size. This thinner, more efficient design generates less drag, resulting in improved fuel efficiency that helps cut carbon emissions.

◦AMETEK MRO supports and services over 40,000 unique aircraft parts, ensuring aircraft longevity, improved safety, and optimized resource utilization.

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, compliance, inclusion, and employee development and succession.

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. We have an active Inclusion Council, which drives initiatives focused on mentorship, education and career guidance.

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, 2024, we have approximately 21,500 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 2024, we achieved a lost-time incident rate that was significantly below the industry average. 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 2023 is available at www.ametek.com.

Consideration of Director Candidates. The GNC seeks candidates for Director positions who help create a collective membership on the Board with varied backgrounds, experience, race, gender, ethnicity, age, 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. These factors are considered by the Committee when it annually considers 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 effectiveness of the Board through the annual self-assessment process. The Committee assesses the effectiveness of the Board 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 range 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 2026 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 2024, the Director compensation program provided for the following payments:


Type			Amount
Annual Board Cash Retainer			$110,000
Restricted Stock Award			$185,000
Lead Independent Director Retainer			$ 35,000
Committee Chair Retainers			Audit – $25,000 Compensation – $20,000 Corporate Governance/Nominating – $20,000

The following table provides information regarding Director compensation in 2024, which reflects the standard compensation described above. However, the table does not address compensation for Mr. Zapico, which is addressed under “Executive Compensation” beginning on page 29. Mr. Zapico did not receive additional compensation for serving as a Director in 2024.

DIRECTOR COMPENSATION – 2024


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	$187,388	—	—	—	$2,577	$319,965
Tod E. Carpenter	110,000	187,388	—	—	—	2,577	299,965
Anthony J. Conti	170,000	187,388	—	—	—	2,577	359,965
Steven W. Kohlhagen	110,000	187,388	—	—	—	2,577	299,965
Gretchen W. McClain	130,000	187,388	—	—	$52,168	2,577	372,133
Karleen M. Oberton	110,000	187,388	—	—	—	2,577	299,965
Dean Seavers	110,000	187,388	—	—	—	2,778	300,166
Suzanne L. Stefany	110,000	187,388	—	—	—	1,693	299,081

(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, but without giving effect to estimated forfeitures related to service-based vesting conditions. At December 31, 2024, the non-management members of the Board each held unvested restricted stock awards with respect to 2,240 shares of our common stock.

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 separation from service prior to plan retirement eligibility, 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 2024. To our knowledge, no related party transactions are currently proposed.

INFORMATION ABOUT THE 2026 ANNUAL MEETING

Advance Notice Procedures for Stockholder Proposals and Director Nominations Not Intended for Inclusion in the Proxy Statement for the 2026 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 2026 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 7, 2026 and no later than February 6, 2026. 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 2026 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 2026 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 13, 2025 and no later than the close of business on November 12, 2025. 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 2026 Annual Meeting

To be considered for inclusion in the proxy statement for the 2026 Annual Meeting of Stockholders, stockholder proposals other than Director nominations must be received at our executive offices no later than November 12, 2025.

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 2024 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 2024, 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, 2024, 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 12, 2025

ELECTION OF DIRECTORS

(Proposal 1 on Proxy Card)

The nominees for election at this year’s meeting are Dean Seavers and David A. Zapico, who have been nominated to serve as Class I Directors and, if elected, will serve for three-year terms expiring at the 2028 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.

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 2023 annual meeting, our Board determined to implement an annual non-binding stockholder vote on our executive compensation (commonly referred to as “say-on-pay”). 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 40 through 50, 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.

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Proposal 3 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, 2025. 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 2025. 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 2024 and 2023 totaled $9,441,898 and $10,501,266, respectively, and consisted of the following:


	2024		2023
Audit fees	$	8,884,700	$	8,530,000
Audit-related fees	76,327		863,683
Tax fees	475,871		1,102,583
All other fees	5,000		5,000
Total	$	9,441,898	$	10,501,266

“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 in fiscal 2024 for audits of employee benefit plans and mandatory sustainability reporting in Europe, and in fiscal 2023 for acquisition-related commercial due diligence and 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.

THE BOARD OF DIRECTORS

Board Composition Overview

Our Board is comprised of Directors with diverse skills, background and experience. All of our directors are independent other than Mr. Zapico. Additional information on Board membership criteria is set forth on page 17 under “Consideration of Director Candidates.” Upon Mr. Kohlhagen’s retirement, the Board will have the following composition:

Skill and Attributes

Out of 8 Board Members

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, 2025 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 I: Nominees for election at the meeting for terms expiring in 2028:


						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. Other Public Company Boards Current •Albemarle Corporation •CenterPoint Energy •Vine Hill Capital Investment Corp. Past Five Years •Environmental Impact Acquisition Corp. •James Hardie Industries plc •Pacific Gas & Electric Company


						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 35 years’ experience in our industry.

Class III: Directors whose terms continue until 2027:


						Mr. Carpenter is Chairman, and President and Chief Executive Officer of Donaldson Company, Inc., a global leader in technology-led filtration products and solutions. Mr. Carpenter brings to the Board a wealth of general management and global leadership experience. Other Public Company Boards Current •Donaldson Company, Inc.


						Ms. Oberton is the Chief Financial Officer of Hologic, Inc., a global medical technology company. 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.


						Ms. Stefany is a Senior Advisor at PJT Partners. Ms. Stefany brings to the Board deep investment advisory, capital markets and strategy development experience. Other Public Company Boards Past Five Years •JELD-WEN Holding, Inc.

Class II: Directors whose terms continue until 2026:


						Mr. Amato is Chief Executive Officer and President of TriMas Corporation, a diversified manufacturer of engineered products. 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. Other Public Company Boards Current •TriMas Corporation


						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. Other Public Company Boards Past Five Years •BioTelemetry, Inc.


						Ms. McClain is the President & CEO of J.M. Huber Corporation, a private company managing a portfolio of companies providing industrial products and engineered material solutions, 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. Other Public Company Boards Current •Booz Allen Hamilton Holding Corporation Past Five Years •Hennessy Capital Acquisition Corp. IV

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, 2025 is shown below:


Name	Age	Present Position with AMETEK

David A. Zapico	60	Chairman and Chief Executive Officer

Dalip M. Puri	52	Executive Vice President–Chief Financial Officer

Ronald J. Oscher	57	Chief Administrative Officer

Emanuela Speranza	56	Chief Commercial Officer

Tony J. Ciampitti	52	President–Electronic Instruments

John W. Hardin	60	President–Electronic Instruments

David F. Hermance	56	President–Electromechanical Group

Thomas C. Marecic	63	President–Electronic Instruments

Thomas M. Montgomery	62	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 35 years of service with us.

Dalip M. Puri was elected Executive Vice President–Chief Financial Officer effective April 2, 2024. Mr. Puri served as Senior Vice President since September 2023, after being named Vice President, Operational Finance in July 2023. Prior to that, Mr. Puri was Vice President and Group Controller since October 2021. Mr. Puri joined AMETEK in 2017 as Vice President and Treasurer. Mr. Puri has 7 years of service with us.

Ronald J. Oscher was elected Chief Administrative Officer effective May 5, 2016. Mr. Oscher has 14 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. Ms. Speranza has 11 years of service with us.

Tony J. Ciampitti was elected President–Electronic Instruments effective January 1, 2017. Mr. Ciampitti has 28 years of service with us.

John W. Hardin was elected President–Electronic Instruments effective July 23, 2008. Mr. Hardin has 26 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 33 years of service with us.

Thomas C. Marecic was elected President–Electronic Instruments effective November 5, 2014. Mr. Marecic has 30 years of service with us.

Thomas M. Montgomery was elected Senior Vice President–Comptroller & Principal Accounting Officer effective May 15, 2016. Mr. Montgomery has 41 years of service with us.

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 2024. Stockholder approval of our executive compensation for the past 10 years has been strong and has averaged approximately 95% 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
✓			Independent external compensation benchmarking is performed annually 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 “single trigger” equity vesting upon change of control
✘			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

2024 Compensation

Compensation Objectives

The compensation paid or awarded to our named executive officers for 2024 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.”

•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 2024 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 300 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 2024:

•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.

Mr. Burke has been excluded from the NEO Pay Mix calculation in accordance with his retirement as CFO and the absence of a 2024 LTI grant.

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 2024.


Agilent Technologies, Inc.	IDEX Corporation	Otis Worldwide Corporation	TE Connectivity plc
Dover Corporation	Illinois Tool Works, Inc.	Parker-Hannifin Corporation	Teledyne Technologies Incorporated
Fortive Corporation	Ingersoll Rand, Inc.	Rockwell Automation, Inc.	TransDigm Group Incorporated
Howmet Aerospace Inc.	Keysight Technologies, Inc.	Snap-On Incorporated	Xylem Inc.
Hubbell Incorporated	Mettler-Toledo International, Inc.

The Compensation Committee reviewed the composition of our compensation peer group in August 2024. Following this review, one company (Emerson Electric) was added to the compensation peer group. This change positions AMETEK closer to the peer group median revenue and market capitalization.

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

In connection with 2024 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.

2024 Compensation Components

Salaries

The salary amounts set forth in the Summary Compensation Table for 2024 reflect salary decisions made by the Compensation Committee in November 2023. 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.

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 2024, the target bonus amounts were Mr. Zapico – 150%; Mr. Puri - 80%; Mr. Ciampitti - 70%; Mr. Hardin - 70%; Mr. Marecic - 70%; and Mr. Burke - 80%.

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 2024 was largely developed from our 2024 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 contributions to overall business performance

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.


Name	Performance Measure	Performance Measure as a Percentage of Total Target Award Opportunity	Threshold			Designated Goal (Target)			Maximum			Actual Results			Actual Award as Percentage of Target Award Opportunity for the Performance Measure	Actual Award
David A.	Adjusted Earnings Per Share	65%	$	5.48		$	6.85		$	7.54		$	6.83		99%	$	1,345,072
Zapico	Organic Revenue Growth	15%	-1.60		%	3.40		%	8.40		%	-2.10		%	0%	0
	Discretionary	20%	0		%	100		%	200		%	180		%	180%	754,928
Dalip M.	Adjusted Earnings Per Share	65%	$	5.48		$	6.85		$	7.54		$	6.83		99%	282,745
Puri (1)	Organic Revenue Growth	15%	-1.60		%	3.40		%	8.40		%	-2.10		%	0%	0
	Corporate Working Capital	10%	19.25		%	17.50		%	15.75		%	18.30		%	54%	27,354
	Discretionary	10%	0		%	100		%	200		%	200		%	200%	100,777
Tony J.	Adjusted Earnings Per Share	30%	$	5.48		$	6.85		$	7.54		$	6.83		99%	120,573
Ciampitti	Organic Revenue Growth	15%	-2.00		%	3.00		%	8.00		%	0.70		%	54%	33,037
	Group Operating Income	25%	$	466,626,400		$	583,283,000		$	641,611,300		$	580,263,000		97%	99,326
	Group Working Capital	10%	12.87		%	11.70		%	10.53		%	12.30		%	49%	19,672
	Acquisitions and/or Divestitures ($M)	10%	$	0.0		$	150.0		$	300.0		$	166.9		111%	44,820
	Discretionary	10%	0		%	100		%	200		%	200		%	200%	83,204
John W.	Adjusted Earnings Per Share	30%	$	5.48		$	6.85		$	7.54		$	6.83		99%	139,060
Hardin	Organic Revenue Growth	15%	-1.00		%	4.00		%	9.00		%	1.30		%	46%	32,458
	Group Operating Income	25%	$	456,992,800		$	571,241,000		$	628,365,100		$	588,406,000		130%	152,937
	Group Working Capital	10%	24.53		%	22.30		%	20.07		%	23.20		%	60%	27,775
	Acquisitions and/or Divestitures ($M)	10%	$	0.0		$	150.0		$	300.0		$	0.0		0%	0
	Discretionary	10%	0		%	100		%	200		%	200		%	200%	95,962
Thomas C.	Adjusted Earnings Per Share	30%	$	5.48		$	6.85		$	7.54		$	6.83		99%	120,457
Marecic	Organic Revenue Growth	15%	-1.10		%	3.90		%	8.90		%	-3.50		%	0%	0
	Group Operating Income	25%	$	328,297,000		$	472,680,000		$	451,408,000		$	456,984,000		83%	84,955
	Group Working Capital	10%	22.44		%	20.40		%	18.36		%	21.50		%	46%	18,588
	Acquisitions and/or Divestitures ($M)	10%	$	0.0		$	150.00		$	300		$	0.0		0%	0
	Discretionary	10%	0		%	100		%	200		%	200		%	200%	83,124
William J.	Adjusted Earnings Per Share	65%	$	5.48		$	6.85		$	7.54		$	6.83		99%	163,796
Burke	Organic Revenue Growth	15%	-1.60		%	3.40		%	8.40		%	-2.10		%	0%	0
	Corporate Working Capital	10%	19.25		%	17.50		%	15.75		%	18.30		%	54%	13,883
	Discretionary	10%	0		%	100		%	200		%	200		%	200%	51,145

(1)Reflects Mr. Puri’s performance measures beginning April 2, 2024 when he became Executive Vice President and Chief Financial Officer.

As a result of our actual outcomes with respect to the performance measures and the Compensation Committee’s determinations with respect to the discretionary component, the award payments and the percentage of the aggregate target award represented by the award payments are as follows: Mr. Zapico, $2,100,000 (100%); Mr. Puri, $410,876 (89.1%); Mr. Ciampitti, $400,632 (98.2%); Mr. Hardin, $448,192 (95.3%); Mr. Marecic $307,124 (75.4%); and Mr. Burke, $228,824 (89.5%).

In accordance with SEC regulations, the award payments are reflected in two separate columns of the Summary Compensation Table. The discretionary awards for the named executive officers appear in the “Bonus” column. The other awards are reflected in the “Non-Equity Incentive Plan Compensation” column.

In providing discretionary awards to our named executive officers, the Compensation Committee considered our strong success and specific named executive officers’ qualitative contributions in the following areas:

•Leadership – The executive team demonstrated exceptional leadership in a challenging macro-economic environment. They adeptly managed interest rate volatility, inflation, impacts of inventory destocking across our OEM customer base, and cautious customer behavior. Despite these headwinds, their effective leadership and operational focus helped drive record results.

•Performance – AMETEK established annual records for nearly all key financial metrics in 2024. Overall sales hit a record high. Our operational performance was outstanding, with record operating income and operating margins. We also delivered record levels of operating cash flow and free cash flow, supporting our ongoing value-creating capital deployment strategy.

•Capital Deployment and Acquisitions – The company executed total share repurchases for the year amounting to approximately $220 million. Additionally, the company deployed approximately $125 million on strategic acquisitions. AMETEK is positioned with a robust balance sheet and significant financial capacity to support our strategic growth initiatives.

•Talent Development – We have an extensive talent development program to invest in our employees. Examples of the 2024 talent development programs include AMETEK University, a global mentorship program, and the Career Development Summit for our Financial and Engineering Management Program.

Equity-Based Compensation

We use equity-based compensation to align the interests of executives with those of stockholders and to support succession planning and retention. We use the most recent year median of the compensation benchmarking peer group and general industry group as reference points for assessing and establishing our equity awards.

Performance-based restricted stock units comprise 55% of the target long-term incentive award for the CEO, and 50% for the other named executive officers. The complete 2024 LTI award mix for each named executive officer is shown in the following table.


Award Type	CEO	Other NEOs
Performance-Based Restricted Stock Units (“PRSU”)	55%	50%
Nonqualified Stock Options (“NQSO”)	25%	25%
Restricted Stock Awards (“RSA”)	20%	25%

NQSOs feature three-year ratable vesting and a ten-year term. RSAs feature three-year ratable vesting.

The PRSU awards feature two equally-weighted performance measures: Return on Tangible Capital (“ROTC”) and Relative Total Shareholder Return (“TSR”), each of which is explained further in the following table. Payouts range from 50% at

threshold to 200% at maximum for both measures but will be forfeited if we do not achieve the threshold level of performance.

The 2024 PRSU award features a three-year performance period, January 1, 2024 through December 31, 2026.


Performance Measure	Why It Is Used	How It Is Measured
Return on Tangible Capital	An important input to value creation	Target performance is based on a review of historical results and expectations of future business performance.
	Measured on an absolute basis against internal standards	Threshold performance is target minus four thousand basis points (-4,000 bps).
		Maximum performance is target plus two thousand basis points (+2,000 bps).
Relative Total Shareholder Return	Reflects the collective output of management efforts	The relative TSR performance target is set at the median of the constituents of the S&P 500 Industrials.
	Measured relative to the TSR for the constituents of the S&P 500 Industrials index	TSR is calculated based on the average closing stock price for the 10 trading days immediately prior to the beginning and immediately prior to and including the end of the performance period. Dividends are assumed to be accrued on the applicable payment date.
	AMETEK is a member of the robust S&P 500 Industrials index which best represents the competition for investor funds	Threshold performance is the 30th percentile. Maximum performance is the 80th percentile.

Performance Outcomes for the 2022-2024 Performance Period

The number of PRSUs which will vest is the sum of:

•One-half of the Target Award multiplied by the Return on Tangible Capital (“ROTC”) vested percentage, and

•One-half of the Target Award multiplied by the Relative Total Shareholder Return (“TSR”) vested percentage

The payout for the 2022-2024 performance period is 110%.

•AMETEK’s target average ROTC for the three-year period 2022-2024 is 105%. The actual average ROTC is 101% resulting in a ROTC vested percentage of 95%.

•AMETEK’s 2022-2024 TSR of +29.3% places AMETEK at the 57.5th percentile of the comparator group, which results in a TSR vested percentage of 125%.

The following table shows the number of performance-based restricted stock units to be earned upon achievement of target performance under the terms of the 2023 and 2024 awards, the number of performance-based restricted stock units earned (110%) under the terms of the 2022 awards as certified by the Compensation Committee in early 2025 and the respective value of each award as of the most recent fiscal year-end.


Name	PRSU Award Date	Target Number of Shares	Estimated Actual Number of Shares	Market Value of Estimated Actual Number of Shares
	3/19/2024	29,590	29,590	$5,333,893
David A. Zapico	3/22/2023	31,880	31,880	5,746,689
	3/21/2022	29,840	32,824	5,916,854
	3/19/2024	5,173	5,173	932,485
Dalip M. Puri	3/22/2023	365	365	65,795
	3/21/2022	482	531	95,718
	3/19/2024	2,560	2,560	461,466
Tony J. Ciampitti	3/22/2023	2,700	2,700	486,702
	3/21/2022	3,180	3,499	630,730
	3/19/2024	2,690	2,690	484,899
John W. Hardin	3/22/2023	2,830	2,830	510,136
	3/21/2022	3,350	3,686	664,438
	3/19/2024	2,560	2,560	461,466
Thomas C. Marecic	3/22/2023	2,700	2,700	486,702
	3/21/2022	3,180	3,499	630,730
	3/19/2024	—	—	—
William J. Burke	3/22/2023	8,400	8,400	1,514,184
	3/21/2022	11,050	12,155	2,191,060

Performance Conditions for the 2024-2026 Performance Period

•The ROTC performance range is anchored by a target of 100%, with the threshold set at 60% and the maximum set at 120%. The threshold is set above the historical median for the constituents of the S&P 500 Industrials.

•The TSR performance range remains consistent with prior periods. The target is the 50th percentile among the comparator group, with the threshold set at the 30th percentile and the maximum set at the 80th percentile.

Stock-Based Award Grant Practices

Our practices for the grant of stock-based awards encompass the following principles:

•Stock-based awards for our named executive officers are approved annually by the Compensation Committee on a pre-scheduled date.

•The annual stock-based awards will not be made when the Compensation Committee is aware that executive officers or non-employee Directors are in possession of material, non-public information, or during quarterly or other specified “blackout” periods.

•While stock-based awards other than annual awards may be granted to address, among other things, the recruiting or hiring of new employees and promotions, such awards will not be made to executive officers if the Compensation Committee is aware that the executive officers are in possession of material, non-public information, or during quarterly or other specified “blackout” periods.

•The Compensation Committee has established that stock options are granted with an exercise price equal to the per-share fair market value on the date of grant.

•Backdating of stock options is prohibited.

•We are prohibited from repricing stock options and stock appreciation rights and from cash buy-outs of underwater stock options and stock appreciation rights, except in connection with a corporate transaction involving us including, without limitation, any stock dividend, distribution (whether in the form of cash, company stock, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change of control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of company stock or other securities, or similar transaction(s), unless stockholders approve such actions.

Grant Practices Specific to Stock Option Awards

Our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information

under our insider trading policy (each, a “Blackout”) or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information (each, a “Filing Window”). These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant.

Our executive officers are not permitted to choose the grant date for their individual stock option grants. Stock option grants to our employees, including our executive officers, and our Directors are generally made annually at a meeting of the Compensation Committee that is held during the first quarter of each year. The grants are effective on the date of the meeting. However, if the meeting occurs during a Blackout or a Filing Window, the stock option grants will not be effective until after the first full business day following the earnings announcement, unless such day is within a Filing Window, in which case such grants will not be effective until after the first full business day following the filing of the applicable report with the Securities and Exchange Commission.

During 2024, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During 2024, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information (other than a Form 8-K that disclosed a material new option award grant under Item 5.02(e)), and ending one business day after the filing or furnishing of such reports.

Stock Ownership Guidelines

We believe that by encouraging our executives to maintain a meaningful equity interest in our company, we will align the interests of our executives with those of our stockholders. The stock ownership requirement for Mr. Zapico is a multiple of six times his base salary. The multiple for Messrs. Puri, Ciampitti, Hardin, Marecic and Burke is three times base salary. Under our guidelines, an executive is expected to reach his or her stock ownership requirement within five years of being hired or promoted to his or her position. Unvested restricted stock/units count towards stock ownership. Neither performance-based restricted stock units nor unexercised stock options count towards executive officer stock ownership. As of December 31, 2024, all of our named executive officers are in compliance with the stock ownership guidelines.


Name	Position	Stock Ownership Guideline (multiple of base salary)	Current Standing (multiple of base salary)
David A. Zapico	CEO	6.0x	51.4x
Dalip M. Puri (1)	CFO	3.0x	1.2x
Tony J. Ciampitti	Group President	3.0x	19.2x
John W. Hardin	Group President	3.0x	24.9x
Thomas C. Marecic	Group President	3.0x	17.2x
William J. Burke	CFO	3.0x	27.5x

(1)Mr. Puri was named Executive Vice President and Chief Financial Officer on April 2, 2024. Under our guidelines, he is expected to reach his stock ownership requirements of three times base salary within five years of being named to this position.

Compensation Risk

We review the risks associated with employee compensation policies and practices as an element of the annual incentive compensation process. As part of this process, we establish a balanced mix of fixed pay, short-term incentives and long-term incentives designed to motivate behaviors and decisions that promote disciplined progress towards longer-term, sustainable goals. The multi-year vesting of our equity-based compensation award program, along with our stock ownership guidelines, serves as a control mechanism to our longer-term risk horizon. The structural components of the short-term incentive compensation, including the quantitative nature of our goals, the setting of capped payout targets with actual payouts based on a capped achievement scale, and the individual performance evaluation process, are designed to prevent excessive risk-taking that would potentially harm our value or reward poor executive judgment. We reviewed our compensation policies and practices and concluded that they are not reasonably likely to have a material adverse effect on the company.

Insider Trading Policy

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted our Insider Trading and Information Policy governing the purchase,

sale, and/or other dispositions of our securities by our Directors, officers, and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. A copy of our Insider Trading and Information Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Anti-Hedging and Anti-Pledging Policies

The Board of Directors and our Section 16 officers, which include our executive officers, are prohibited from hedging their ownership of our stock, including trading in publicly traded options, puts, calls, or other derivative instruments related to our stock. They are also prohibited from pledging our stock. This prohibition relates to any type of pledge arrangement, including using margin in accounts covering our stock. No Directors or executive officers have pledged any shares of our stock.

Clawback Policy

Under the Executive Compensation Recoupment Policy in Restatement Situations that was adopted on November 2, 2023 to comply with the requirements of Rule 10D-1 of the Exchange Act, as instituted through Paragraph 303A.14 of the Listing Standards Manual of the New York Stock Exchange (the “Recoupment Policy”), we are obligated, in the event that we have an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, to seek to recover incentive-based compensation received by current and former executive officers based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, regardless of fault or misconduct, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results.

Ongoing and Post-Employment Agreements

We have plans and agreements addressing compensation for our named executive officers that accrue value as the executive continues to work for us, provide benefits upon certain types of termination events and provide retirement benefits. These plans and agreements were adopted and, in some cases, amended at various times over the past 25 years, and were designed to be a part of a competitive compensation package. All plans apply to each named executive officer, except for the 2004 Executive Death Benefit Plan and Executive Life Insurance Program as further explained below, and the specific named executive officers who participate are indicated in the discussion below.

•Supplemental Executive Retirement Plan (“SERP”) – This plan is a non-qualified deferred compensation plan that provides benefits for executives to the extent that their compensation cannot be taken into account under our tax-qualified plans because the compensation exceeds limits imposed by the Internal Revenue Code. We refer to the compensation that exceeds these limits as “excess compensation.” For 2024, compensation in excess of $345,000 constitutes excess compensation. All the named executive officers participate in the SERP. See the Non-Qualified Deferred Compensation table and accompanying narrative for additional information.

•Deferred Compensation Plan – This plan provides an opportunity for named executive officers to defer payment of their short-term incentive award to the extent that such award, together with other relevant compensation, constitutes excess compensation. In advance of the year in which the short-term incentive award will be paid, a named executive officer may elect to defer all or part of his or her eligible incentive award into a notional investment. Mr. Zapico elected to participate in the Deferred Compensation Plan. See the Non-Qualified Deferred Compensation table and accompanying narrative for additional information.

•2004 Executive Death Benefit Plan – This plan provides for retirement benefits or, if the named executive officer dies before retirement, a death benefit. Messrs. Zapico, Hardin, and Burke participate in this plan. Messrs. Puri, Ciampitti, and Marecic do not participate as they were not eligible to participate on January 1, 2004, the date the plan was frozen to new participants. See the Non-Qualified Deferred Compensation table and accompanying narrative for further information.

•Executive Life Insurance Program – Under this program, U.S.-based named executive officers not participating in the 2004 Executive Death Benefit Plan receive term life insurance equal to three times base salary up to a maximum of $1,200,000. Coverage is provided while the named executive officers are actively employed. The imputed cost of coverage is reported as income for each participating named executive officer.

•Change of Control Agreements – We have change of control agreements with each of our named executive officers, which are described under “Potential Payments Upon Termination or Change of Control.” We entered into these change of control agreements so that our named executive officers can focus their attention and energies on our business during periods of uncertainty that may occur due to a potential change of control. In addition, we want our named executive officers to support a corporate transaction involving a change of control that is in the best interests of our stockholders, even though the transaction may have an effect on his or her continued employment with us. We believe these

arrangements provide an important incentive for our named executive officers to remain with us through a transaction. See “Potential Payments Upon Termination or Change of Control” for more information.

Tax Considerations

Compensation paid to our covered employees in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements that were in effect as of November 2, 2017 and not materially modified thereafter. The covered employees to whom this deductibility cap applies for 2024 include our CEO and CFO, the next three most highly compensated executive officers, and any such “covered employee” for a year after 2016. As in the past, going forward we will retain the flexibility to authorize compensation paid to our named executive officers even if it may not be deductible if we believe it is in our best interest.

COMPENSATION COMMITTEE REPORT

The Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis required by SEC regulations. Based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

The Compensation Committee:

Thomas A. Amato, Chair

Tod E. Carpenter

Anthony J. Conti

Suzanne L. Stefany

Dated: March 12, 2025

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table and related footnotes provide information regarding the compensation of our named executive officers.

Name and
Principal Position

Year

Salary

Bonus

Stock
Awards
(1)

Option
Awards
(2)

Non-Equity
Incentive Plan
Compensation
(3)

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(4)

All Other
Compensation
(5)

Total

SEC Form DEF 14A filed by AMETEK Inc.