METTLER TOLEDO INTERNATIONAL INC/, DEF 14A filed on 3/15/2023
Proxy Statement (definitive)
v3.22.4
Cover
 12 Months Ended
Dec. 31, 2022
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name METTLER-TOLEDO INTERNATIONAL INC
Entity Central Index Key 0001037646
Amendment Flag false
v3.22.4
Compensation Actually Paid and Cumulative TSR
 12 Months Ended
Dec. 31, 2022
Pay vs Performance Disclosure [Line Items]  
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid and Cumulative TSR

 

 
Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid and Net Income

 

 
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid and Adjusted non-GAAP Earnings Per Share

 

 
Total Shareholder Return Vs Peer Group [Text Block]

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

The following chart describes the relationship between our TSR and that of our peer group: the SIC Code 3826 Index – Laboratory Analytical Instruments, assuming an investment of $100.00 on December 31, 2019.

 

 
v3.22.4
Pay vs Performance Disclosure
 3 Months Ended 12 Months Ended
Apr. 01, 2021
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]  
   
          Average   Value of Initial Fixed $100    
          Summary Average Investment Based On:    
          Compensation Compensation        
          Table Total Actually Paid        
          for Non-PEO to Non-PEO       Adjusted
  Summary     Named Named   Peer Group Net Non-GAAP
  Compensation Compensation Executive Executive Total Total Income Earnings
  Table Total for Actually Paid to Officers Officers Shareholder Shareholder ($, in Per Share
Year PEO ($)(1) (2) PEO ($)(2) (3) ($)(4) ($)(3) (5) Return Return(6) thousands)(7) ($)(8)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
  PEO – 1 PEO – 2 PEO – 1 PEO – 2            
2022 6,223,115 n.a. 4,382,897 n.a. 1,495,432 158,004 182.21 152.42 872,502 39.39
2021 11,708,259 719,467 15,464,903 11,757,026 1,882,796 3,400,907 213.95 194.07 768,985 33.61
2020 n.a. 6,301,644 n.a. 17,775,400 1,686,421 3,116,289 143.67 139.59 602,739 25.57

 

(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for our Principal Executive Officer(s) for each corresponding year in the “Total” column of the Summary Compensation Table.
(2)In 2021, the company had two Principal Executive Officers (PEO). Olivier Filliol (PEO – 2, in the table above) was the PEO until April 1, 2021, and during all prior periods shown. Patrick Kaltenbach (PEO – 1, in the table above) is the PEO since April 1, 2021.
(3)The dollar amounts reported in column (c) represent the “Compensation Actually Paid” to the applicable PEO for the corresponding year. Compensation Actually Paid is calculated pursuant to the requirements of Item 402(v) of Regulation S-K, adjusting Summary Compensation Table totals to reflect equity award valuation changes at certain points over time. It does not reflect dollar amounts actually paid to our PEOs.
(4)The dollar amounts reported in column (d) represent the average of the amounts reported for the company’s named executive officers (NEOs) as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The non-PEO NEOs were Shawn P. Vadala, Marc de La Guéronnière, and Gerhard Keller for all periods shown above. For 2020 and 2021, Peter Aggersbjerg, the Head of Divisions during those periods, was also an NEO. For 2022, Richard Wong is also an NEO.
(5)The dollar amounts reported in column (e) represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding the PEOs) for the corresponding year. Compensation Actually Paid is calculated pursuant to the requirements of Item 402(v) of Regulation S-K, adjusting Summary Compensation table totals to reflect equity award valuation changes at certain points over time. It does not reflect dollar amounts actually paid to our NEOs. The NEOs included for purposes of these calculations are described in footnote 4.

 

(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: SIC Code 3826 Index – Laboratory Analytical Instruments.
(7)The dollar amounts reported represent the amount of net income reflected in the company’s audited financial statements for the applicable year.
(8)While the company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the company’s compensation programs, the company has determined that non-GAAP earnings per share is the financial performance measure that, in the company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs (including the PEOs), for the most recently completed fiscal year, to company performance.

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following, as shown in the table below:

 

Year

Reported
Summary
Compensation
Table Total
for PEO ($)

Reported
Value of
Equity
Awards ($)

Year End
Fair Value
of Equity
Awards
Granted ($)

Year over
Year
Change in
Fair Value
of
Outstanding
and
Unvested
Equity
Awards ($)

Year over
Year
Change in
Fair Value
of Equity
Awards
granted in
Prior Years
that Vested
in the Year ($)

Compensation
Actually Paid
to PEO ($)

PEO – 1            
2022 6,223,115 (4,240,354) 5,237,636 (2,567,327) (270,173) 4,382,897
2021 11,708,259 (9,333,307) 13,089,951 0 0 15,464,903
PEO – 2            
2021 719,467 0 0 9,720,558 1,317,001 11,757,026
2020 6,301,644 (1,860,176) 1,822,185 8,882,085 2,629,662 17,775,400

 

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(4)The dollar amounts reported in column (d) represent the average of the amounts reported for the company’s named executive officers (NEOs) as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The non-PEO NEOs were Shawn P. Vadala, Marc de La Guéronnière, and Gerhard Keller for all periods shown above. For 2020 and 2021, Peter Aggersbjerg, the Head of Divisions during those periods, was also an NEO. For 2022, Richard Wong is also an NEO.

 

(5)The dollar amounts reported in column (e) represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding the PEOs) for the corresponding year. Compensation Actually Paid is calculated pursuant to the requirements of Item 402(v) of Regulation S-K, adjusting Summary Compensation table totals to reflect equity award valuation changes at certain points over time. It does not reflect dollar amounts actually paid to our NEOs. The NEOs included for purposes of these calculations are described in footnote 4.

 

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following, as shown in the table below:

 

Year

Average
Reported
Summary
Compensation
Table Total
for Non-PEO
NEOs ($)

Average
Reported
Value of
Equity
Awards ($)

Average
Year End
Fair Value
of Equity
Awards
Granted ($)

Year over
Year
Average
Change in
Fair Value
of Outstanding
and
Unvested
Equity
Awards ($)

Year over
Year
Average Change in
Fair Value
of Equity Awards
granted in
Prior Years
that Vested
in the Year ($)

Average
Compensation
Actually Paid
to Non-PEO
NEOs ($)

2022 1,495,432 (879,419) 1,086,205 (1,370,139) (174,075) 158,004
2021 1,882,796 (918,101) 1,138,158 1,088,321  209,733  3,400,907
2020 1,686,421 (876,342) 880,423 1,170,660  255,127  3,116,289

 

(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: SIC Code 3826 Index – Laboratory Analytical Instruments.
(7)The dollar amounts reported represent the amount of net income reflected in the company’s audited financial statements for the applicable year.
(8)While the company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the company’s compensation programs, the company has determined that non-GAAP earnings per share is the financial performance measure that, in the company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs (including the PEOs), for the most recently completed fiscal year, to company performance.
    
Named Executive Officers, Footnote [Text Block]   In 2021, the company had two Principal Executive Officers (PEO). Olivier Filliol (PEO – 2, in the table above) was the PEO until April 1, 2021, and during all prior periods shown. Patrick Kaltenbach (PEO – 1, in the table above) is the PEO since April 1, 2021.    
Peer Group Issuers, Footnote [Text Block]   Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: SIC Code 3826 Index – Laboratory Analytical Instruments.    
Non-PEO NEO Average Total Compensation Amount [1]   $ 1,495,432 $ 1,882,796 $ 1,686,421
Non-PEO NEO Average Compensation Actually Paid Amount [2],[3]   $ 158,004 3,400,907 3,116,289
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]   The dollar amounts reported in column (d) represent the average of the amounts reported for the company’s named executive officers (NEOs) as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The non-PEO NEOs were Shawn P. Vadala, Marc de La Guéronnière, and Gerhard Keller for all periods shown above. For 2020 and 2021, Peter Aggersbjerg, the Head of Divisions during those periods, was also an NEO. For 2022, Richard Wong is also an NEO.    
Compensation Actually Paid vs. Total Shareholder Return [Text Block]  

Compensation Actually Paid and Cumulative TSR

 

 

    
Compensation Actually Paid vs. Net Income [Text Block]  

Compensation Actually Paid and Net Income

 

 

    
Compensation Actually Paid vs. Company Selected Measure [Text Block]  

Compensation Actually Paid and Adjusted non-GAAP Earnings Per Share

 

 

    
Total Shareholder Return Vs Peer Group [Text Block]  

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

The following chart describes the relationship between our TSR and that of our peer group: the SIC Code 3826 Index – Laboratory Analytical Instruments, assuming an investment of $100.00 on December 31, 2019.

 

 

    
Tabular List [Table Text Block]  

 

Most Important Measures for Determining NEO Pay  
Non-GAAP earnings per share  
Net cash flow  
Group sales at budgeted currency rates  
Total shareholder return relative to the S&P 500 Healthcare Index and the S&P 500 Industrials Index  

    
Total Shareholder Return Amount   $ 182.21 213.95 143.67
Peer Group Total Shareholder Return Amount [4]   152.42 194.07 139.59
Net Income (Loss) [5]   $ 872,502,000 $ 768,985,000 $ 602,739,000
Company Selected Measure Amount [6]   0.3939 0.3361 0.2557
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name   Non-GAAP earnings per share    
Non-GAAP Measure Description [Text Block]   While the company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the company’s compensation programs, the company has determined that non-GAAP earnings per share is the financial performance measure that, in the company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs (including the PEOs), for the most recently completed fiscal year, to company performance.    
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name   Net cash flow    
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name   Group sales at budgeted currency rates    
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name   Total shareholder return relative to the S&P 500 Healthcare Index and the S&P 500 Industrials Index    
P E O 1 [Member] | Reported Value of Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   $ (4,240,354) $ (9,333,307)  
P E O 1 [Member] | Year End Fair Value of Equity Awards Granted        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   5,237,636 13,089,951  
P E O 1 [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   (2,567,327) 0  
P E O 1 [Member] | Year over Year Change in Fair Value of Equity Awards granted in Prior Years that Vested in the Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   (270,173) 0  
P E O 2 [Member] | Reported Value of Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount     0 $ (1,860,176)
P E O 2 [Member] | Year End Fair Value of Equity Awards Granted        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount     0 1,822,185
P E O 2 [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount     9,720,558 8,882,085
P E O 2 [Member] | Year over Year Change in Fair Value of Equity Awards granted in Prior Years that Vested in the Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount     1,317,001 2,629,662
Non-PEO NEO [Member] | Average Reported Value of Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   (879,419) (918,101) (876,342)
Non-PEO NEO [Member] | Average Year End Fair Value of Equity Awards Granted        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   1,086,205 1,138,158 880,423
Non-PEO NEO [Member] | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   (1,370,139) 1,088,321 1,170,660
Non-PEO NEO [Member] | Year over Year Average Change in Fair Value of Equity Awards granted in Prior Years that Vested in the Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount   (174,075) 209,733 255,127
P E O 1 [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount [7],[8]   6,223,115 11,708,259  
PEO Actually Paid Compensation Amount [7],[8]   $ 4,382,897 15,464,903  
PEO Name   Patrick Kaltenbach    
P E O 2 [Member]        
Pay vs Performance Disclosure [Table]        
PEO Total Compensation Amount [7],[8]     719,467 6,301,644
PEO Actually Paid Compensation Amount [7],[8]     $ 11,757,026 $ 17,775,400
PEO Name Olivier Filliol      
[1] The dollar amounts reported in column (d) represent the average of the amounts reported for the company’s named executive officers (NEOs) as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The non-PEO NEOs were Shawn P. Vadala, Marc de La Guéronnière, and Gerhard Keller for all periods shown above. For 2020 and 2021, Peter Aggersbjerg, the Head of Divisions during those periods, was also an NEO. For 2022, Richard Wong is also an NEO.
[2] The dollar amounts reported in column (c) represent the “Compensation Actually Paid” to the applicable PEO for the corresponding year. Compensation Actually Paid is calculated pursuant to the requirements of Item 402(v) of Regulation S-K, adjusting Summary Compensation Table totals to reflect equity award valuation changes at certain points over time. It does not reflect dollar amounts actually paid to our PEOs.
[3] The dollar amounts reported in column (e) represent the average amount of “Compensation Actually Paid” to the NEOs as a group (excluding the PEOs) for the corresponding year. Compensation Actually Paid is calculated pursuant to the requirements of Item 402(v) of Regulation S-K, adjusting Summary Compensation table totals to reflect equity award valuation changes at certain points over time. It does not reflect dollar amounts actually paid to our NEOs. The NEOs included for purposes of these calculations are described in footnote 4.
[4] Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: SIC Code 3826 Index – Laboratory Analytical Instruments.
[5] The dollar amounts reported represent the amount of net income reflected in the company’s audited financial statements for the applicable year.
[6] While the company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the company’s compensation programs, the company has determined that non-GAAP earnings per share is the financial performance measure that, in the company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs (including the PEOs), for the most recently completed fiscal year, to company performance.
[7] In 2021, the company had two Principal Executive Officers (PEO). Olivier Filliol (PEO – 2, in the table above) was the PEO until April 1, 2021, and during all prior periods shown. Patrick Kaltenbach (PEO – 1, in the table above) is the PEO since April 1, 2021.
[8] The dollar amounts reported in column (b) are the amounts of total compensation reported for our Principal Executive Officer(s) for each corresponding year in the “Total” column of the Summary Compensation Table.