8-KLeadership Changes

AMETEK INC/ 8-K Report, Executive Changes (May 5, 2016)

Filed May 5, 2016For Securities:AME

Summary

AMETEK, Inc. (AME) filed an 8-K on May 5, 2016, to announce a significant leadership transition. Effective May 5, 2016, current CEO Frank S. Hermance will move to the role of Executive Chairman, and David A. Zapico, formerly Executive Vice President and Chief Operating Officer, will assume the position of Chief Executive Officer. Mr. Zapico will also be appointed to the Board of Directors. This transition is part of a planned succession for the company's senior leadership. The filing also details the compensation adjustments for both executives in their new roles. Mr. Zapico's compensation package has been enhanced to reflect his new CEO responsibilities, including an increased base salary and a higher target incentive plan payout. Mr. Hermance will continue to receive a substantial salary in his Executive Chairman role. Both executives will receive one-time equity awards (restricted stock and stock options) in conjunction with these changes.

Key Highlights

  • 1Leadership Succession: Frank S. Hermance transitions from CEO to Executive Chairman.
  • 2New CEO Appointment: David A. Zapico is appointed as the new Chief Executive Officer.
  • 3Board of Directors Addition: David A. Zapico will join the AMETEK Board of Directors.
  • 4Executive Compensation Adjustments: Compensation packages for both Mr. Hermance and Mr. Zapico have been updated to reflect their new roles.
  • 5Significant Equity Awards: Both executives will receive substantial one-time grants of restricted stock and stock options.
  • 6Planned Succession: The leadership change is described as part of a planned succession, suggesting stability and continuity.
  • 7Board Composition: The Board of Directors will consist of nine members, with seven being independent directors after Mr. Zapico's appointment.

Frequently Asked Questions

The primary reason for this filing is to announce a planned succession in AMETEK's senior leadership, specifically the transition of the Chief Executive Officer role from Frank S. Hermance to David A. Zapico, and Mr. Hermance's move to Executive Chairman.

David A. Zapico's compensation will increase. His base salary will be $1 million annually, and his target incentive plan payout will rise from 80% to 100% of target (with a maximum of 200%). He will also receive a one-time award of 31,450 shares of Restricted Stock and 136,370 stock options.

Frank S. Hermance will transition to Executive Chairman. He will receive a base salary of $1.3 million annually and will continue to participate in the Long-Term Incentive Plan. He will also receive a one-time award of 21,180 shares of Restricted Stock and 91,820 stock options.

Yes, effective May 5, 2016, David A. Zapico will be appointed to the Board of Directors as a Class I director with a term expiring in 2019.