CEO David Zapico received total compensation of approximately $16.5 million in 2025. For a CEO of a roughly $49 billion industrial-sector company, this level is broadly in line with market benchmarks and does not clearly exceed the 20% above-benchmark threshold that would trigger a No vote. The compensation structure is well-designed: the large majority of pay is variable and performance-linked, with 55% of long-term awards in performance stock units tied to measurable three-year metrics (return on tangible capital and relative total shareholder return), 25% in stock options that only have value if the stock price rises, and 20% in time-vested restricted stock. Short-term bonuses are tied to specific, pre-set financial goals including adjusted earnings per share and organic revenue growth, all of which were substantially exceeded in 2025 — AMETEK achieved record earnings per share of $7.43 versus a target of $7.10. Shareholder support has averaged approximately 95% over the past decade, including 94% last year, signaling no unresolved shareholder concerns. The company has a clawback policy in place and strong stock ownership requirements. The pay-for-performance alignment is sound: AMETEK's 3-year stock return of 57.2% is strongly positive even if modestly below sector peers, and the incentive pay earned reflects genuinely strong operating performance.

Ernst & Young and its predecessor have audited AMETEK continuously since the company's incorporation in 1930 — a relationship of approximately 96 years. This far exceeds the 25-year tenure threshold in our policy, which triggers a No vote unless the audit committee provides a specific and compelling rationale. The proxy states only that the committee believes continued retention is in the best interest of shareholders and notes lead partner rotation, but does not provide a detailed, specific justification for maintaining a nearly century-long relationship. The non-audit fee ratio (non-audit fees of roughly $1.49 million — combining audit-related fees of $78,054, tax fees of $1,411,000, and other fees of $5,000 — divided by core audit fees of $8,185,250) is approximately 18%, which is well within the acceptable range and does not independently trigger a No vote. However, the extreme tenure alone is sufficient to warrant an Against recommendation.