Mettler Toledo International Inc.

05/13/2026 | Press release | Distributed by Public on 05/13/2026 06:57

Management Change/Compensation (Form 8-K)

Item 5.02(e) Compensatory Arrangements of Certain Officers.
On May 7, 2026, the Compensation Committee of the Board of Directors of Mettler-Toledo International Inc. (the "Company"), with guidance from the Committee's independent compensation consultant, approved the grant of 2026 long-term incentive ("LTI") awards to the Company's named executive officers ("NEOs").
The Committee approved a bifurcated grant structure and composition for 2026 LTI awards that will comprise 1/3 performance share units, 1/3 non-qualified stock options, and 1/3 restricted stock units, of which half will be granted in May 2026 and half will be granted in November 2026.
The Committee believes that bifurcating the 2026 LTI awards into two grants and modifying the composition of each grant improves the retentive and motivational objectives of the compensation program in the current environment.
General vesting schedules remain unchanged for the performance share units and the non-qualified stock options. The restricted stock units shall have a 3-year cliff vesting schedule.
The awards were granted under the Company's Equity Incentive Plan, as amended.
Additional details follow for the May 2026 grant:
Named Executive Officer and Title PSUs* Non-qualified Stock Options* RSUs*
Patrick Kaltenbach,
Chief Executive Officer
838 2,005 810
Shawn P. Vadala,
Chief Financial Officer
301 720 291
Susan Graham-Bryce
Chief Human Resources Officer
73 175 71
Richard Wong,
Head of Asia and Pacific
107 255 103
*For the May 2026 grant, share amounts were determined using the Company's closing stock price and other valuation assumptions on the grant date, May 12, 2026. Under this grant, the CEO's target LTI value increased by approximately 6.25% versus 2025, while the NEOs' target LTI value increased by approximately 12.5%.
The foregoing description is qualified in its entirety by reference to the Company's Equity Incentive Plan, as amended.
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