SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

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AMETEK, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Thursday, May 6, 2021

11:00 a.m. Eastern Time

Via webcast: www.virtualshareholdermeeting.com/AME2021

Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2021 Annual Meeting of Stockholders of AMETEK, Inc. At the meeting, you will be asked to:

1. Elect two Directors for a term of three years;

2. Cast an advisory vote to approve the compensation of our named executive officers;

3. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021; and

4. Transact any other business properly brought before the meeting.

The 2021 Annual Meeting of Stockholders of AMETEK, Inc. will be held on May 6, 2021 at 11:00 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/AME2021 where you will be able to listen to the meeting live, submit questions and vote online.  We believe it is in the best interests of our stockholders, Directors and employees that we hold the meeting virtually in light of the guidance from the Centers for Disease Control and Prevention (“CDC”) regarding large gatherings.

Only stockholders of record at the close of business on March 11, 2021 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 marking, signing and dating your proxy card, and returning it promptly in the enclosed envelope, or (4) by casting your vote at 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 fiscal year ended December 31, 2020.

Whether you expect to attend the meeting or not, 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 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 15, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 6, 2021

Our Notice of 2021 Annual Meeting of Stockholders, Notice of Internet Availability of Proxy Materials,

Annual Report, our Form 10-K for the year ended December 31, 2020

and Proxy Statement are available at: https://www.ametek.com/2021proxy.

Principal executive offices

1100 Cassatt Road

Berwyn, Pennsylvania 19312-1177

PROXY STATEMENT

Beginning on or about March 15, 2021, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record as of March 11, 2021, 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
Stockholder Proposals and Director Nominations for the 2022 Annual Meeting	16
Report of the Audit Committee	17
Proposal 1 -- Election of Directors	18
Proposal 2 -- Advisory Approval of the Company’s Executive Compensation	18
Proposal 3 -- Ratification of Appointment of Independent Registered Public Accounting Firm	19
The Board of Directors	21
Executive Officers	25
Executive Compensation:
Compensation Discussion and Analysis	26
Compensation Committee Report	34
Compensation Tables	35
Potential Payments Upon Termination or Change of Control	44
Stock Ownership of Executive Officers and Directors	48
Beneficial Ownership of Principal Stockholders	49
Delinquent Section 16(a) Reports	49
CEO Pay Ratio	49
Other Business	50
Multiple Stockholders Sharing the Same Address	50

Company Overview

AMETEK is a leading global provider of electronic instruments and electromechanical devices with approximately 16,500 colleagues at over 150 operating locations and a global network of sales, service, and support locations in 30 countries around the world. The company has been listed on the New York Stock Exchange (NYSE) since 1930 and is headquartered in Berwyn, Pennsylvania.

Our mission is to solve our customers’ most complex challenges with differentiated technology solutions.

Our Core Values:

• Ethics & Integrity

• Respect for the Individual

• Diversity & Inclusion

• Teamwork

• Social Responsibility

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 differentiated supplier of automation and precision motion control solutions, as well as highly engineered electrical interconnects, specialty metals and thermal management systems.

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 success.

AMETEK, INC. 2021 Proxy Statement    1

The AMETEK Growth Model has allowed the company to:

• Transition into higher-quality, niche businesses

• Drive strong and consistent sales and earnings growth

• Generate robust cash flows to accelerate growth through niche, differentiated acquisitions

• Develop world-class talent

• Deliver consistent and superior shareholder returns

• Position AMETEK as a premier multi-industry company

Each element of the Growth Model supports and enhances the others, while playing an important role in achieving our vision of doubling earnings per share through each business cycle.  As the AMETEK Growth Model has evolved, it has provided tremendous growth for the company, resulting in superior shareholder returns.

  

Sustainability

At the core of this long-term success is a set of values which has created a company culture that is well-ingrained across our businesses and which provides the building blocks for a bright and sustainable future.  In 2020, we enhanced our focus on sustainability. We made strides to promote and further disclose our initiatives to address environmental, social, and governance topics that impact our company.  At AMETEK, we believe the story of our sustainability is a growth story.  

2    AMETEK, INC. 2021 Proxy Statement  

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	18
Advisory vote on executive compensation	FOR	Majority of votes cast	18
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021	FOR	Majority of votes cast	19

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.

During 2020, Mr. Carpenter attended at least 75% of the meetings of the Board and Committees on which he served.  Ms. Oberton was elected to the Board in February 2021.

Name	Age	Director Since	Independent	Committee Membership
Tod E. Carpenter	61	2019	Yes	Compensation
Karleen M. Oberton	51	2021	Yes	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 2021, commonly referred to as “say-on-pay.”  Last year, of the total votes cast, not including abstentions and broker non-votes, 95% were in favor of approving our named executive officers’ compensation.  The design of our 2021 executive compensation program continued to emphasize total return to our stockholders.

During 2020, in response to the pandemic, executive officer base salaries were temporarily reduced.  Base salary for the CEO was reduced 20% beginning April 1, 2020 and remains reduced at December 31, 2020.  Base salaries for the other NEOs were reduced 15% beginning April 1, 2020 and restored October 1, 2020.  In addition, our Directors’ annual cash retainers were temporarily reduced by 15% for six months, except for the Lead Independent Director who voluntarily agreed to a 20% reduction for six months.

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 2021.  Last year, of the total votes cast, not including abstentions, 96% were in favor of approving Ernst & Young as our independent registered public accounting firm for 2020.

AMETEK, INC. 2021 Proxy Statement    3

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 11, 2021 are entitled to vote. On that date, 230,799,818 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 in light of the CDC’s guidance regarding large in-person events.  Stockholders may participate in this year’s annual meeting by visiting the following website: www.virtualshareholdermeeting.com/AME2021.  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.

You are entitled to attend the virtual annual meeting only if you were a stockholder of record or a beneficial owner as of the record date for the annual meeting, which was March 11, 2021, or you hold a valid proxy for the annual meeting. You may attend the annual meeting, vote and submit a question during the annual meeting by visiting www.virtualshareholdermeeting.com/AME2021 and using your 16-digit control number to enter the annual meeting.

How are proxy materials distributed? As permitted by SEC rules, we are making this proxy statement, our proxy card, our annual report and our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) 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 mail 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,

• over the internet,

• by completing, signing, dating and returning the enclosed proxy card in the envelope provided, or

• by attending the annual meeting and voting your shares at 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 5, 2021.

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.

4    AMETEK, INC. 2021 Proxy Statement  

  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 3, 2021.

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.

AMETEK, INC. 2021 Proxy Statement    5

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 virtual meeting, via webcast or by proxy, and voting on the matter. The advisory vote on executive compensation is not binding upon 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 2021.

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, 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 an independent inspector 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 $11,500, plus reimbursement of reasonable out-of-pocket expenses.

6    AMETEK, INC. 2021 Proxy Statement  

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 ten members.  They are Thomas A. Amato, Tod E. Carpenter, Ruby R. Chandy, Anthony J. Conti, Steven W. Kohlhagen, Gretchen W. McClain, Karleen M. Oberton, Elizabeth R. Varet, Dennis K. Williams, and David A. Zapico.  The biographies of our Directors appear on pages 22 through 24. 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. On February 9, 2021, in accordance with our Certificate of Incorporation and By-Laws, the Board increased the number of Class III Directors from three to four, thereby increasing the size of the Board from nine to ten Directors.  Ms. Oberton was elected to the Board effective February 9, 2021, to serve as a Class III Director with a term expiring in 2021.  Ms. Oberton was recommended for nomination by Mr. Zapico after a thorough recruitment search process using an outside director search agency.  As of this meeting, Ms.Varet and Mr. Williams will retire, and the number of Class III Directors will decrease in size from four to two automatically and without further action by the Board, thereby decreasing the size of the Board from ten to eight.  We thank Ms. Varet and Mr. Williams for their service.

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, 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). The Board of Directors and our management do not intend to grant any waivers of the provisions of either Code. In the unlikely event a waiver for a Director or an executive officer occurs, the action will be disclosed promptly at our website address provided above. If the Guidelines or the Codes are amended, the revised versions also will be posted 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 six times in 2020, one in person and five by telephone. 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. Ms. Oberton did not attend any meetings in 2020 as she was elected to the Board in February 2021.  All the Directors attended the 2020 Annual Meeting of Stockholders except for Ms. Oberton who was not a Director at the time.

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, nine of our ten current 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. The Board has further determined that each member of the Audit, Compensation and Corporate Governance/Nominating Committees is independent within the meaning of the NYSE rules. 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:

AMETEK, INC. 2021 Proxy Statement    7

• within the previous three years or currently,

o the Director has been employed by us;

o someone in the Director’s immediate family has been employed by us as an executive officer;

o 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;

o the Director is a current partner or employee of a firm that is our internal or external auditor;

o someone in the Director’s immediate family is a current partner of such a firm;

o someone in the Director’s immediate family is a current employee of such a firm and personally works on our audit; or

o 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.

8    AMETEK, INC. 2021 Proxy Statement  

The membership of each Committee as of March 11, 2021 is listed below.

Director	Audit	Compensation	Corporate Governance/ Nominating
Thomas A. Amato			C
Tod E. Carpenter		•
Ruby R. Chandy		•
Anthony J. Conti	C	•
Steven W. Kohlhagen	•		•
Gretchen W. McClain	•		•
Karleen M. Oberton
Elizabeth R. Varet		•
Dennis K. Williams		C	•
David A. Zapico
Number of meetings in 2020	8	5	4

          C: Chair

Audit Committee

All members ofthe 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 financial statements included in our SEC filings and quarterly sales and earnings announcements;

• oversight of our Code of Ethical Conduct for Chief Executives 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 for officers at the Corporate Vice President level and above and administration of compensation plans;

• review of the performance of officers at the Corporate Vice President level and above and award of incentive compensation, 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 andevaluate 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

AMETEK, INC. 2021 Proxy Statement    9

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 – 2020 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 Leadership Structure.  In 2017, Mr. Zapico was elected Chairman of the Board, in addition to his position as Chief Executive Officer. In addition to Mr. Zapico, we have experienced Committee Chairs and a Lead Independent Director.  The Board 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 splitting the role of Chairman and CEO would create the potential for confusion or duplication of efforts, and could impair our ability to develop and implement strategy. In contrast, 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.

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 agenda for discussion. 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.

If our Chairman is not a non-management independent Director, our Corporate Governance Guidelines provide that an independent Director will serve as our Lead Independent Director. Mr. Conti is our Lead Independent Director and, in this role, his powers and duties include the following: presiding at all meetings when the Chairman is not present, including executive sessions of independent Directors; serving as liaison between the Chairman and the independent Directors; calling meetings of the independent Directors as needed; communicating to the Chairman regarding the quality, quantity, appropriateness and timeliness of information sent to the Board; working with the Chairman to establish Board agendas; working with the Chairman to optimize the number, frequency and conduct of Board meetings, as well as meeting schedules; retaining outside advisors and consultants to the Board as needed; and being available, if required by the management team, for consultation and communication with our stockholders.

10    AMETEK, INC. 2021 Proxy Statement  

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.

Risk Oversight. In accordance with NYSE rules and our Audit Committee’s charter, our Audit Committee has primary responsibility for overseeing risk management for AMETEK. Nevertheless, our entire Board of Directors, and each other Committee of the Board, is actively involved in overseeing risk management. These risks include those related to environmental, social and governance (“ESG”) matters. Our Board of Directors, and each of its Committees, regularly consider various potential risks at their meetings during discussion of our operations and consideration of matters for approval. Our GNC has responsibility for reviewing ESG matters.  In addition, we have an active risk management program.

A committee composed of senior executives, including the Chairman and Chief Executive Officer, the Chief Financial Officer, the Comptroller and the Group Presidents, reviews our internal risks, including those relating to our operations, strategy, financial condition, compliance and employees, and our external risks, including those relating to our markets, geographic locations, cyber security, regulatory environment, and economic outlook. This cross-functional team also considers natural resources such as water and climate-related risks. This committee analyzes various potential risks for severity, likelihood and manageability, and develops action plans to address those risks. This committee’s findings are presented to the Audit Committee of the Board on a quarterly basis and to the full Board of Directors annually.

This committee meets at least four times annually. Every year, members of the cross-functional team complete a survey ranking the risks facing the company, including climate-related risks. Based on the results of the survey, the team focuses on mitigating the highest-ranking risks.

Sustainability Report. We believe in building a sustainable future for our stockholders, colleagues, customers and suppliers, and the communities where we operate. To us, sustainability is a commitment to do the right thing in all facets of our company, while delivering strong, consistent, and profitable growth. We published a Sustainability Report highlighting our sustainability initiatives and encourage stockholders to review our report, which is available on our website at www.ametek.com/aboutus/sustainability.

At AMETEK, we foster a culture of diversity and inclusivity. Our global workforce is representative of diverse experiences and expertise from all over the world.  This diversity encourages and drives innovation through the development of new products and solutions.

Through these efforts, our businesses invest in, develop, and acquire differentiated technology solutions to solve our customers’ most complex challenges. Many of these products provide sustainability-related benefits, such as improving patient health outcomes, ensuring safety in the food and pharmaceutical industries, and safeguarding the environment. Below are some examples of how our solutions are making an impact:

• Health Care and Education

o 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.

o Rauland and Land are partnering to create safer classrooms for students in the wake of COVID-19. Rauland’s Telecenter U® is an advanced network-based school communications system to help with scheduling, event management, and emergencies. Combined with Land’s VIRALERT 3, the Telecenter U® is now equipped with human temperature sensing cameras to alert staff when students, faculty members, or visitors have elevated temperatures.

o 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.

o Pharmaceutical manufacturers utilize Brookfield’s Computrac® line of moisture analyzers to ensure medications meet all FDA requirements and are consistently safe and effective for consumer use.

AMETEK, INC. 2021 Proxy Statement    11

o Haydon Kerk Pittman’s precision linear actuators and automation subsystems are key in diagnostic testing equipment, including those being used in the fight against COVID-19.

• Environmental Protection

o Process Instruments designs and manufactures monitoring equipment and instrumentation that help customers control and reduce emissions that are detrimental to the environment. The WDG-V combustion analyzer provides real-time information that optimizes combustion processes to lower fuel consumption and reduce carbon emissions. The FlarePro process mass spectrometer was developed to help refiners meet U.S. EPA regulations.

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

• Renewable Energy

o Renewable energy 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.

o 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.

o Dunkermotoren’s motor subassemblies are helping automate tracking systems which are used to ensure proper positioning and effectiveness of solar panels.

• Food and Beverage Safety

o 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.

o 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.

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 ESG, compliance, diversity and inclusion, and employee development and succession.

Our executive management team reviews the key talent across our company annually and assesses the adequacy of talent to meet business challenges and future growth needs.  A major area of focus is a review of diversity and inclusion improvement efforts.  We have a Women’s Business Council and an African American Business Council, both of which drive initiatives focused on mentorship, education and career guidance.  Diverse candidate slates are required for external salaried openings, including executive management and Board appointments, where at least one diverse candidate is interviewed.

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.  

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.  Our 2020 lost-time incident rate was the lowest ever and 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’ activities include safety committees, continual training, documented self-audits, and behavior-based safety observations and feedback.

12    AMETEK, INC. 2021 Proxy Statement  

Consideration of Director Candidates. The GNC seeks candidates for Director positions who help create a collective membership on the Board with varied backgrounds, experience, 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. The Committee also seeks a Board that reflects diversity, including but not limited to race, gender, ethnicity, age and experience. This is implemented by the Committee when it annually considers diversity in 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 sufficiency of Board diversity through the annual self-assessment process. The Committee assesses the effectiveness of Board diversity 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 diversity 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 “Stockholder Proposals and Director Nominations for the 2022 Annual Meeting” section of this proxy statement.

Director Compensation. Standard compensation arrangements for Directors are described below.

• Fees – In 2020, non-employee Directors were entitled to receive an annual base cash retainer of $100,000. However, they voluntarily agreed to reduce their 2020 annual retainer by 15% for six months, resulting in each non-employee Director receiving an annual base cash retainer of $92,500 except the Lead Independent Director who voluntarily agreed to reduce his 2020 annual retainer by 20% for six months resulting in an annual base retainer of $90,000.  Additional annual retainers are paid to the Lead Independent Director and the Chairs of our three Committees as shown in the table below.  The table below reflects the voluntary temporary annual retainer reductions taken by the non-employee Directors.  Each annual retainer is payable in advance in equal quarterly installments. There were no additional fees for attendance at the Board or Committee meetings.

Lead Independent Director	$27,000
Audit Committee Chair	$18,000
Compensation Committee Chair	$13,875
Corporate Governance/Nominating Committee Chair	$13,875

• Restricted Stock – Non-employee Directors receive an annual long-term incentive award with a target value of $155,000.  On March 20, 2020, under our 2011 Omnibus Incentive Compensation Plan, each non-employee Director received a restricted stock award of 2,130 shares of our common stock, except for Ms. Oberton who was not a member of the Board at the time of this grant. These restricted shares vest on the earliest to occur of:

• the closing price of our common stock on any five consecutive trading days equaling or exceeding $126.74, provided, however, the shares may not vest prior to the first anniversary of the grant date,

AMETEK, INC. 2021 Proxy Statement    13

• the death or disability of the Director,

• the Director’s termination of service as a member of our Board of Directors in connection with a change of control, or

• the second anniversary of the date of grant, namely March 20, 2022, provided the Director has served continuously through that date.

• Restricted Stock Vestings – On May 8, 2020, the two-year cliff vesting of the restricted stock awards granted on May 8, 2018 to Messrs. Amato, Conti, Kohlhagen, and Williams, and Mses. Chandy, McClain and Varet, occurred. The total value realized on vesting was equal to (1) the closing price per share of our common stock on May 8, 2020 ($84.32), multiplied by the number of shares acquired on vesting, (2) the dividends accrued since the date of award, and (3) the interest accrued on these dividends.

The following table provides information regarding Director compensation in 2020, which reflects the standard compensation described above and certain other payments. The table does not include compensation for reimbursement of travel expenses related to attending Board, Committee and AMETEK business meetings, and approved educational seminars. In addition, the table does not address compensation for Mr. Zapico, which is addressed under “Executive Compensation” beginning on page 26. Mr. Zapico did not receive additional compensation for serving as a Director in 2020.

14    AMETEK, INC. 2021 Proxy Statement  

DIRECTOR COMPENSATION – 2020

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		$106,375		$134,978		-		-		-		$2,289		$243,642
Tod E. Carpenter		92,500		134,978		-		-		-		-		227,478
Ruby R. Chandy		92,500		134,978		-		-		-		2,289		229,767
Anthony J. Conti		135,000		134,978		-		-		-		2,289		272,267
Steven W. Kohlhagen		92,500		134,978		-		-		-		2,289		229,767
Gretchen W. McClain		92,500		134,978		-		-		-		2,289		229,767
Elizabeth R. Varet		92,500		134,978		-		-		-		2,289		229,767
Dennis K. Williams		106,375		134,978		-		-		-		2,289		243,642

(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.  Ms. Oberton earned no Director compensation in 2020 as she was first elected to our Board on February 9, 2021.

(2) The amounts shown for stock awards relate to restricted shares granted under our 2011 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, which we refer to below as “ASC 718,” but without giving effect to estimated forfeitures related to service-based vesting conditions. At December 31, 2020, the non-management members of the Board held unvested restricted stock awards and/or options to purchase the number of shares of our common stock set forth next to their names in the chart below:

Name	Stock Awards	Outstanding Options
Thomas A. Amato	3,990	-
Tod E. Carpenter	3,700	-
Ruby R. Chandy	3,990	10,600
Anthony J. Conti	3,990	11,340
Steven W. Kohlhagen	3,990	10,600
Gretchen W. McClain	3,990	2,720
Karleen M. Oberton	-	-
Elizabeth R. Varet	3,990	10,600
Dennis K. Williams	3,990	10,600

Directors who first became members of the Board prior to January 1, 1997 participate in a retirement plan for Directors. Under this plan, each non-employee Director who has provided at least three years of service to us as a Director receives an annual retirement benefit equal to 100% of that Director’s highest annual rate of cash compensation during the Director’s service with the Board. Ms. Varet has accrued an annual retirement benefit of $100,000.

Directors who first became members of the Board prior to July 22, 2004 participate in our Death Benefit Program for Directors. Ms. Varet participates in this program. Under this program, each non-employee Director has an individual agreement that pays the Director (or the Director’s beneficiary in the event of the Director’s death) an annual amount equal to 100% of that Director’s highest annual rate of cash compensation during the Director’s service with the Board. The payments are made for 10 years beginning at the earlier of (a) the Director’s being retired and having attained age 70 or (b) the Director’s death. The program is funded by individual life insurance policies that we purchased on the lives of the Directors. In addition, non-employee Directors who first became members of the Board prior to July 27, 2005 have a group term life insurance benefit of $50,000. We retain the right to terminate any of the individual agreements under certain circumstances.

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

AMETEK, INC. 2021 Proxy Statement    15

in a lump sum or in up to fifteen annual installments, or in the form of an in-service distribution, payable either in a lump sum or in up to fifteen annual installments commencing on a date specified by the Director in his or her distribution election. Payments may commence sooner upon the Director’s earlier separation from service, 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 75^th 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 such inquiry as the Audit Committee deems appropriate, 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 2020.  To our knowledge, no related party transactions are currently proposed.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

FOR THE 2022 ANNUAL MEETING

Advance Notice Procedures for Stockholder Proposals and Director Nominations Not Intended for Inclusion in the Proxy Statement for the 2022 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 2022 Annual Meeting of Stockholders, other than in connection with a proxy access nomination, no earlier than January 6, 2022 and no later than February 5, 2022. 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 2022 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 2022 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 16, 2021 and no later than the close of business on November 15, 2021. 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 the 2022 Proxy Statement

To be considered for inclusion in the proxy statement for the 2022 Annual Meeting of Stockholders, stockholder proposals must be received at our executive offices no later than November 15, 2021.

16    AMETEK, INC. 2021 Proxy Statement  

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 2020 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 2020, 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, 2020, for filing with the Securities and Exchange Commission.

Respectfully submitted,

The Audit Committee:

Anthony J. Conti, Chair

Steven W. Kohlhagen

Gretchen W. McClain

Dated: March 15, 2021

AMETEK, INC. 2021 Proxy Statement    17

ELECTION OF DIRECTORS

(Proposal 1 on Proxy Card)

The nominees for election at this year’s meeting are Tod E. Carpenter and Karleen M. Oberton, who have been nominated to serve as Class III Directors and, if elected, will serve for three-year terms expiring at the 2024 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 22 through 24, and a summary of their skills and attributes is set forth on page 21.

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 2017 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 26 of this proxy statement, as well as the Summary Compensation Table and related compensation tables and narrative, appearing on pages 35 through 47, 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.

18    AMETEK, INC. 2021 Proxy Statement  

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, 2021. 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 2021. 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 2020 and 2019 totaled $7,961,000 and $9,571,000 respectively, and consisted of the following:

	2020	2019
Audit fees	$6,457,000	$7,400,000
Audit-related fees	53,000	368,000
Tax fees	1,446,000	1,801,000
All other fees	5,000	2,000
Total	$7,961,000	$9,571,000

“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.

AMETEK, INC. 2021 Proxy Statement    19

The amounts shown for “Audit-related fees” primarily include fees for audits of employee benefit plans and due diligence in connection with acquisitions.

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.

20    AMETEK, INC. 2021 Proxy Statement  

THE BOARD OF DIRECTORS

Board Composition Overview

Our Board is comprised of Directors with diverse skills, background and experience.  Additional information on Board membership criteria is set forth on page 13 under “Consideration of Director Candidates.”

             

AMETEK, INC. 2021 Proxy Statement    21

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 15, 2021 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 III: Nominees for election at the meeting for terms expiring in 2024:
	TOD E. CARPENTER Independent Age 61 Director since 2019 Committee served: Compensation
Mr. Carpenter has served as Chairman since April 2017, and President and Chief Executive Officer of Donaldson Company, Inc. since April 2015.  Mr. Carpenter brings to the Board a wealth of general management and global leadership experience.  He has been a Director of Donaldson Company, Inc. since April 2014.
	KARLEEN M. OBERTON Independent Age 51 Director since 2021 Committee served: None
Since August 2018, Ms. Oberton is the Chief Financial Officer of Hologic, Inc. From November 2014 to August 2018, she was Corporate Vice President and Chief Accounting Officer of Hologic, Inc.  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.

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Class II: Directors whose terms continue until 2023:
	THOMAS A. AMATO Independent Age 57 Director since 2017 Committee served: Governance
Mr. Amato is Chief Executive Officer and President of TriMas Corporation. 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. He is currently a Director of TriMas Corporation.
	ANTHONY J. CONTI Independent Age 72 Director since 2010 Committees served: Audit and Compensation
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. He was a Director of BioTelemetry, Inc. from May 2012 to February 2021.
	GRETCHEN W. McCLAIN Independent Age 58 Director since 2014 Committees served: Audit and Governance
Ms. McClain is Operating Executive of The Carlyle Group since July 2019.  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. She is currently a Director of Booz Allen Hamilton Holding Corporation.  She was a Director of Boart Longyear Limited from November 2015 to August 2019, and Hennessy Capital Acquisition Corp. IV from February 2019 to December 2020.

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Class I: Directors whose terms continue until 2022:
	RUBY R. CHANDY Independent Age 59 Director since 2013 Committee served: Compensation
Ms. Chandy was the President of the Industrial Division of Pall Corporation and previously the Chief Marketing Officer of the Dow Chemical Corporation and Rohm and Haas.  She also previously held P&L positions at Dow, Thermo Fisher Scientific, Boston Scientific and Millipore.  Ms. Chandy brings to the Board her executive management experience, marketing and strategy skills, relevant experience in life science and industrial companies, and extensive engineering and management education.  She has served as a Director of Flowserve Corporation since May 2017 and DuPont de Nemours, Inc. since June 2019.
	STEVEN W. KOHLHAGEN Independent Age 73 Director since 2006 Committees served: Audit and Governance
Mr. Kohlhagen is a retired financial executive. Mr. Kohlhagen brings to the Board expertise in financial accounting, finance and risk management through his extensive experience in, and knowledge of, the financial, securities and foreign exchange markets. He was a Director of the Federal Home Loan Mortgage Corporation from February 2013 to February 2020, and GulfMark Offshore, Inc. from September 2013 to November 2017.
	DAVID A. ZAPICO Age 56 Director since 2016
Mr. Zapico is the Chairman and Chief Executive Officer of AMETEK. He became Chairman in July 2017 and Chief Executive Officer in May 2016. Previously he was Executive Vice President and Chief Operating Officer from January 2013 to May 2016.  Mr. Zapico brings to the Board extensive knowledge of our company and the markets in which we operate through his 31 years’ experience in our industry.

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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 15, 2021 is shown below:

Name	Age	Present Position with AMETEK
David A. Zapico	56	Chairman and Chief Executive Officer
William J. Burke	59	Executive Vice President–Chief Financial Officer
Ronald J. Oscher	53	Chief Administrative Officer
Tony J. Ciampitti	48	President–Electronic Instruments
John W. Hardin	56	President–Electronic Instruments
Thomas C. Marecic	59	President–Electronic Instruments
Timothy N. Jones	64	President–Electromechanical Group
Thomas M. Montgomery	58	Senior Vice President–Comptroller & Principal AccountingOfficer

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 24. Mr. Zapico has 31 years of service with us.

William J. Burke was elected Executive Vice President–Chief Financial Officer effective May 15, 2016. He served as Senior Vice President–Comptroller from July 2012 to May 2016, and as Treasurer from March 2007 to September 2017. Mr. Burke has over 33 years of service with us.

Ronald J. Oscher was elected Chief Administrative Officer effective May 5, 2016. He served as President–Electronic Instruments from November 2014 to December 2016. Mr. Oscher has 10 years of service with us.

Tony J. Ciampitti was elected President–Electronic Instruments effective January 1, 2017. Previously he served as Vice President and General Manager–Power Systems and Instruments Division from July 2008 to January 2017. Mr. Ciampitti has 24 years of service with us.

John W. Hardin was elected President–Electronic Instruments effective July 23, 2008. Mr. Hardin has 22 years of service with us.

Thomas C. Marecic was elected President–Electronic Instruments effective November 5, 2014. Mr. Marecic has 26 years of service with us.

Timothy N. Jones was elected President–Electromechanical Group effective February 1, 2006. Mr. Jones has 41 years of service with us.

Thomas M. Montgomery was elected Senior Vice President–Comptroller & Principal Accounting Officer effective May 15, 2016. Previously he served as Vice President–Planning & Analysis from July 2012 to May 2016. Mr. Montgomery has 37 years of service with us.

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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 2020. In light of the strong level of stockholder approval of our executive compensation that we received at our 2020 Annual Meeting of Stockholders (approximately 95% of the advisory vote), 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

✓ Incentive compensation programs feature a balanced mix of absolute and relative performance measures that align with our business strategy

✓ 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

✓ Annual benchmarking of our compensation levels 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 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

2020 Compensation

Compensation Objectives

The compensation paid or awarded to our named executive officers for 2020 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

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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 2020 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 800 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 2020:

• 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 comprised of each component of pay is shown in the following graphs.

LTI % STI % Salary %

       

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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 reviewed the composition of our compensation peer group in August 2019.  Following this review, one company, Crane Co., was removed.  The Compensation Committee made this change to remain consistent with the inclusion criteria described above.  This newly constituted peer group was used to inform pay actions effective in 2020.

Acuity Brands, Inc.	Fortive Corporation	Parker-Hannifin Corporation	Snap-On Incorporated
Agilent Technologies, Inc.	Hubbell Incorporated	Pentair plc	TransDigm Group Incorporated
Dover Corporation	IDEX Corporation	Rockwell Automation, Inc.	Xylem Inc.
Flowserve Corporation	Keysight Technologies, Inc.	Sensata Technologies Holding plc

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

In connection with 2020 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.

2020 Compensation Components

Salaries

During 2020, in response to the pandemic, executive officer base salaries were temporarily reduced.  Base salary for the CEO was reduced 20% beginning April 1, 2020 and restored to $1,320,000 January 1, 2021.  Base salaries for the other NEOs were reduced 15% beginning April 1, 2020 and restored October 1, 2020.

With the exception of the reductions discussed above, the salary amounts set forth in the Summary Compensation Table for 2020 reflect salary decisions made by the Compensation Committee in November 2019. In determining base salary, the 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, variations from market, both positive and negative, may result based on actual performance.

Target bonus amounts are typically stated as a percentage of base salary.  For 2020, the target bonus amount for Mr. Zapico increased to 125% to improve market alignment.  The target bonus amounts for the other NEOs remain unchanged:  Mr. Burke – 80%; Mr. Jones – 70%; Mr. Hardin – 70%; and Mr. Marecic – 70%.

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Under our short-term incentive program, we selected performance measures that are key drivers of stockholder value. In some instances, performance metrics differed among the named executive officers. These differences reflect the differing responsibilities of the executives. We also established targets, or expected levels of performance, for each performance measure.

The 2020 short-term incentive plan performance targets were established pre-pandemic.  The targets were not altered during the year, resulting in awards that are below target and below awards from 2019.

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 2020 was largely developed from our 2020 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.

• Adjusted earnings per share (“Adjusted EPS”) – This is defined as our net income, adjusted for tax effected acquisition-related intangible amortization, divided by the total number of fully-diluted shares of our common stock outstanding. Adjusted EPS may exclude certain non-recurring items after taking into account the applicable tax effect, including but not limited to realignment costs, tax benefits or charges, and any sale of a business.  We believe that the paramount objective of a principal executive officer is to increase stockholder return significantly, and that for a large, well-established industrial corporation, Adjusted EPS is typically a key metric affecting share price. Therefore, we believe Adjusted EPS is an illustrative measure of our executive officers’ performance.

• Organic revenue growth – Revenue growth is key to the long-term vitality of a business and we believe this is an indicator of our executive officers’ performance. This measure is applied either on a company-wide basis, or, for our group presidents, with regard to their respective operating groups. We define our organic revenue growth measure as actual revenue compared to prior-year revenue without giving effect to (i) increases in revenues from businesses that we acquired during either year and (ii) foreign currency effects.

• Operating income – This measure applies to our group presidents with regard to their respective operating groups. We believe this measure is a reliable indicator of corporate and operating group performance.  Adjustments to operating unit income are approved by the Compensation Committee and, in 2020, consisted of the inclusion of estimated tax benefits pertaining to the disposal of excess and obsolete inventory, the inclusion of specified financing costs related to acquisitions, and the exclusion of realignment costs. We increased operating unit income by the estimated tax benefit realized through the disposal of excess and obsolete inventory. This adjustment encourages our operating executives to dispose of excess and obsolete inventory so stockholders benefit from the lower taxes. We reduced operating unit income by the estimated amount of interest cost we incur on funds borrowed to finance an acquisition where the results of operations of the acquired business are included in the unit’s operating results. We believe that reducing the operating unit income derived from an acquired business by these interest costs better reflects the contribution of the acquisition to the operating unit’s performance. By excluding realignment costs, we encourage our group presidents to take appropriate long-term actions for the business.

• Operating working capital – This measure represents inventory, accounts receivable and unbilled revenue less accounts payable and customer advance payments as a percentage of sales. We use this measure to encourage our executives to manage our working capital in a manner that increases cash available for investment. Operating working capital is reported at the corporate and group level. A lower working capital percentage is an indicator of the executives’ success in increasing our cash resources.

• Discretionary – A small portion of each executive’s award, ranging from 10% to 20% of the total annual incentive, is based on discretionary factors that are deemed appropriate by the Compensation Committee, as discussed in more detail below.

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The weighting of performance measures, achievement range, actual results and actual award for each named executive officer is set forth in the table below.  Inestablishing 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.	Diluted Earnings Per Share	65%	$3.46	$4.33	$4.76	$3.95	56%	$604,051
Zapico	Organic Revenue Growth	15%	-2.50%	0.50%	3.50%	-13.20%	0%	$0
	Discretionary	20%	0%	100%	200%	200%	200%	$660,000
William J.	Diluted Earnings Per Share	65%	$3.46	$4.33	$4.76	$3.95	56%	$184,510
Burke	Organic Revenue Growth	15%	-2.50%	0.50%	3.50%	-13.20%	0%	$0
	Corporate Working Capital	10%	19.25%	17.50%	15.75%	17.40%	106%	$53,280
	Discretionary	10%	0%	100%	200%	200%	200%	$100,800
Timothy N.	Diluted Earnings Per Share	30%	$3.46	$4.33	$4.76	$3.95	56%	$64,697
Jones	Organic Revenue Growth	15%	-3.00%	0.00%	3.00%	-10.40%	0%	$0
	Group Operating Income	25%	$213,158,000	$266,447,000	$293,092,000	$241,599,000	53%	$51,090
	Group Working Capital	10%	19.47%	17.70%	15.93%	16.80%	151%	$57,182
	Discretionary	20%	0%	100%	200%	157%	157%	$120,751
John W.	Diluted Earnings Per Share	30%	$3.46	$4.33	$4.76	$3.95	56%	$68,600
Hardin	Organic Revenue Growth	15%	-2.25%	0.75%	3.75%	-14.90%	0%	$0
	Group Operating Income	25%	$335,435,000	$419,294,000	$461,223,000	$324,639,000	0%	$0
	Group Working Capital	10%	24.31%	22.10%	19.89%	24.50%	0%	$0
	Discretionary	20%	0%	100%	200%	151%	151%	$123,018
Thomas C.	Diluted Earnings Per Share	30%	$3.46	$4.33	$4.76	$3.95	56%	$59,138
Marecic	Organic Revenue Growth	15%	-2.75%	0.25%	3.25%	-16.70%	0%	$0
	Group Operating Income	25%	$240,007,000	$300,009,000	$330,010,000	$239,529	0%	$0
	Group Working Capital	10%	19.25%	17.50%	15.75%	17.40%	106%	$36,630
	Discretionary	20%	0%	100%	200%	151%	151%	$106,050

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, $1,264,051 (77%); Mr. Burke, $338,590 (67%); Mr. Jones, $293,720 (77%); Mr. Hardin, $191,618 (47%); and Mr. Marecic, $201,818 (58%).

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’ contributions in the following areas:

• Leadership – We developed and executed a pandemic response plan, with a primary focus on employee safety while supporting our essential customer base.

• Operational Excellence – Despite overall sales being down 12%, full-year adjusted operating margins were up 80 basis points to 23.6% with decremental margin of only 17%, and EBITDA margin was a record 31.3%.

• Cash Flow – We generated outstanding cash flow with operating cash flow up 15% to $1.3 billion and free cash flow of $1.2 billion, or 158% of adjusted net income.

• Working Capital – We achieved excellent working capital performance of 17.4% of sales.

• Liquidity – We bolstered our liquidity position with $2.6 billion available for our growth strategies.

• Acquisition – We completed the acquisition of IntelliPower, a market leader in ruggedized uninterruptible power solutions.

• ESG – We made strong improvements in our ESG scores as measured by various rating agencies.

• Total Shareholder Return – Our total shareholder return (“TSR”) of 22% outperformed the S&P 500 Industrials in 2020 by 1,100 basis points and was a top performer across our peer group.

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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 (“PRSUs”) comprise 50% of the target long-term incentive award for the CEO and CFO, and 40% for the other named executive officers.  The PRSU awards feature two equally weighted performance measures:  Return on Tangible Capital (“ROTC”) and relative TSR.  Payouts range from 50% at threshold to 200% at maximum for both measures.  The 2020 PRSU award features a three-year performance period, January 1, 2020 through December 31, 2022.

• ROTC is an important input to value creation.  ROTC is measured on an absolute basis against internal standards. The ROTC performance target is established using the three-year trailing average of company results. Threshold performance is target minus four thousand basis points (-4,000 bps) and maximum performance is target plus two thousand basis points (+2,000 bps). The performance range is designed such that the threshold is above the median for the companies that comprise the S&P 500 Industrials.

• Relative TSR reflects the collective output of management efforts.  Relative TSR is measured on a relative basis against the constituents in the S&P 500 Industrials. The S&P 500 Industrials was selected as the point of comparison for relative TSR as we believe it best represents the competition for investor funds, our stock is a constituent of this index, and the index is robust. The relative TSR performance target is set at the median of the constituents in the S&P 500 Industrials. Threshold performance is the 30^th percentile and maximum performance is the 80^th percentile. 

Nonqualified stock option (“NQSO”) awards comprise 25% of the target long-term incentive awards granted to the CEO and CFO and 30% of the target long-term incentive awards granted to the other named executive officers.  The 2020 NQSO awards feature three-year ratable vesting and a ten-year term, consistent with marketplace norms.  

Restricted stock awards (“RSAs”) comprise the remaining 25% of the target long-term incentive awards granted to the CEO and CFO, and 30% of the target long-term incentive awards granted to the other named executive officers.  The 2020 RSAs feature three-year ratable vesting, consistent with marketplace norms.  

In 2019, AMETEK decided to align the grant date for NQSOs and RSAs with the March timing previously established for PRSUs.  This change enables AMETEK to grant the entirety of the annual LTI awards at once, streamlining review and approvals, in addition to improving administrative efficiency.  Accordingly, all three forms of award that comprise the LTI mix for our NEOs were granted in March 2020.

For equity grants issued prior to March 2018, RSAs vested early if the closing price of our common stock was at least two times the grant date fair market value for five consecutive days.  In March 2018, this early vesting feature was eliminated for all equity grants made to our named executive officers after this date.

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 only on the date the Compensation Committee approves the grant and with an exercise price equal to the fair market value on the date of grant.

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• 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.

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. Burke, Jones, Hardin and Marecic 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. As of December 31, 2020, all of our named executive officers met 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	24.5
William J. Burke	CFO	3.0x	16.8
Timothy N. Jones	Group President	3.0x	14.5
John W. Hardin	Group President	3.0x	16.3
Thomas C. Marecic	Group President	3.0x	9.0

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.

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.

Clawback Policy

We reserve the right to recover, or claw back, from a current or former executive officer any wrongfully earned performance-based compensation, including cash or stock-based awards, upon the determination by the Compensation Committee of the following:

• There has been restatement of our financials due to the material noncompliance with any financial reporting requirement (other than a restatement caused by a change in applicable accounting rules or interpretations), and such executive officer engaged in fraud or intentional illegal conduct which materially contributed to the need for such restatement,

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• The cash incentive or equity compensation to be recouped was calculated on, or its realized value affected by, the financial results that were subsequently restated,

• The cash incentive or equity compensation would have been less valuable than what was actually awarded or paid based upon the application of the correct financial results, and

• The pay affected by the calculation was earned or awarded within three years of the determination of the necessary restatement.

Any recoupment under this policy may be in addition to any other remedies that may be available to us under applicable law, including disciplinary actions up to, and including, termination of employment.

The Compensation Committee has exclusive authority to modify, interpret and enforce this provision in compliance with all regulations.

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 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 2020, compensation in excess of $285,000 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, Burke, Jones and Hardin participate in this plan. Mr. Marecic does not participate as he was 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.  Named executive officers who are participating in the 2004 Executive Death Benefit Plan receive term life insurance of $100,000.  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.

AMETEK, INC. 2021 Proxy Statement    33

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 2020 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:

Dennis K. Williams, Chair

Tod E. Carpenter

Ruby R. Chandy

Anthony J. Conti

Elizabeth R. Varet

Dated: March 15, 2021

34    AMETEK, INC. 2021 Proxy Statement  

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation of our Chief Executive Officer, Chief Financial Officer, and the next three most highly compensated 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
David A. Zapico	2020	$1,122,000	$660,000	$4,398,065	$1,090,871	$604,051	$339,141	$304,093	$8,518,221
Chairman and Chief	2019	1,260,000	604,800	4,723,620	1,276,314	1,540,350	346,990	435,954	10,188,028
Executive Officer	2018	1,200,000	528,000	2,758,680	1,720,145	2,071,520	0	483,810	8,762,155
William J. Burke	2020	582,750	100,800	1,216,974	301,674	237,790	366,597	100,394	2,906,979
Executive Vice President-	2019	603,750	96,600	1,460,367	394,592	502,757	394,711	137,091	3,589,868
Chief Financial Officer	2018	575,000	86,250	907,343	565,274	712,138	0	158,642	3,004,647
Timothy N. Jones	2020	505,975	120,751	509,466	163,719	172,969	418,813	77,695	1,969,388
President -	2019	525,780	102,133	612,787	215,992	255,563	455,276	87,201	2,254,732
Electromechanical Group	2018	508,000	83,204	497,753	310,043	376,058	0	96,728	1,871,786
John W. Hardin	2020	536,500	123,018	551,257	176,931	68,600	101,835	129,162	1,687,303
President -	2019	556,500	132,396	656,415	231,260	281,103	112,955	133,199	2,103,828
Electronic Instruments	2018	530,000	89,312	520,366	324,037	352,101	0	141,488	1,957,304
Thomas C. Marecic	2020	462,500	106,050	490,892	157,553	95,768	227,400	66,095	1,606,258
President -	2019	471,700	91,628	572,763	201,931	216,355	226,600	73,016	1,853,993
Electronic Instruments	2018	445,000	115,952	434,406	270,059	411,458	0	98,369	1,775,244

(1) The amounts shown for stock awards relate to performance- and time-based restricted shares granted under our 2011 Omnibus Incentive Compensation Plan. These amounts are equal to the aggregate grant date fair value, computed in accordance with ASC 718, but without giving effect to estimated forfeitures related to service-based vesting conditions. For information regarding the number of shares subject to 2020 awards, other features of the awards and the grant date fair value of the awards, see the Grants of Plan-Based Awards table on page 36.

(2) The amounts shown for option awards relate to shares granted under our 2011 Omnibus Incentive Compensation Plan. These amounts are equal to the aggregate grant date fair value, computed in accordance with ASC 718, but without giving effect to estimated forfeitures related to service-based vesting conditions. The assumptions used in determining the amounts in this column are set forth in Note 11 to our Consolidated Financial Statements in our Form 10-K filed with the SEC. For information regarding the number of shares subject to 2020 awards, other features of those awards, and the grant date fair value of the awards, see the Grants of Plan-Based Awards table on page 36.

(3) Represents payments under our short-term incentive program based on achievement of company-wide or operating group performance measures. See “Compensation Discussion and Analysis – 2020 Compensation Components – Short-Term Incentive Program.”

(4) Includes, for 2020, the aggregate change in actuarial present value of the accumulated benefit under defined benefit plans as follows:  Mr. Zapico, $214,800; Mr. Burke, $229,300; Mr. Jones, $241,500; and Mr. Marecic, $227,400.  Mr. Hardin is not eligible to participate in a defined-benefit pension. Includes earnings on non-qualified deferred compensation plans to the extent required to be disclosed under SEC regulations, as follows: Mr. Zapico, $124,341; Mr. Burke, $137,297; Mr. Jones, $177,313; and Mr. Hardin, $101,835.

(5) Included in All Other Compensation for 2020 are the following items:

• Employer contributions under the terms of company-sponsored defined contribution plans, including the Supplemental Executive Retirement Plan, as follows: Mr. Zapico, $274,337; Mr. Burke, $83,924; Mr. Jones, $68,110; Mr. Hardin, $110,546; and Mr. Marecic, $50,511; and,

• Perquisites, consisting of car allowances which total $28,822 for Mr. Zapico; $16,019 for Mr. Burke; $16,817 for Mr. Hardin; and $10,722 for Mr. Marecic; income tax preparation services which total $600 for Mr. Zapico and $1,500 for Mr. Hardin; and executive life insurance which totals $334 for Mr. Zapico; $451 for Mr. Burke; $299 for Mr. Hardin; and $4,862 for Mr. Marecic. The aggregate value of perquisites provided to Mr. Jones is less than $10,000.

AMETEK, INC. 2021 Proxy Statement    35

GRANTS OF PLAN-BASED AWARDS

The following table provides details regarding plan-based awards granted to the named executive officers in 2020.

		Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1)			Estimated Possible Payouts under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of	All Other Option Awards: Number of Securities	Exercise or Base	Grant Date Fair Value of
Name	Grant Date	Threshold	Target	Maximum	Threshold	Target	Maximum	Stock or Units (3)	Underlying Options (4)	Price of Option Awards	Stock and Option Awards (5)
David A.	2/11/2020	$0	$1,650,000	$3,300,000	−	−	−	−	−	−	N/A
Zapico	3/20/2020	−	−	−	21,935	43,870	87,740	−	−	−	$3,007,727
	3/20/2020	−	−	−	−	−	−	21,940	99,080	$63.37	2,481,209
William J.	2/11/2020	0	504,000	1,008,000	−	−	−	−	−	−	N/A
Burke	3/20/2020	−	−	−	6,070	12,140	24,280	−	−	−	832,318
	3/20/2020	−	−	−	−	−	−	6,070	27,400	$63.37	686,330
Timothy	2/11/2020	0	382,900	765,800	−	−	−	−	−	−	N/A
N. Jones	3/20/2020	−	−	−	2,195	4,390	8,780	−	−	−	300,978
	3/20/2020	−	−	−	−	−	−	3,290	14,870	$63.37	372,206
John W.	2/11/2020	0	406,000	812,000	−	−	−	−	−	−	N/A
Hardin	3/20/2020	−	−	−	2,375	4,750	9,500	−	−	−	325,660
	3/20/2020	−	−	−	−	−	−	3,560	16,070	$63.37	402,528
Thomas C.	2/11/2020	0	350,000	700,000	−	−	−	−	−	−	N/A
Marecic	3/20/2020	−	−	−	2,115	4,230	8,460	−	−	−	290,009
	3/20/2020	−	−	−	−	−	−	3,170	14,310	$63.37	358,436

(1) These targets were established under our short-term incentive program. See “Compensation Discussion and Analysis – 2020 Compensation Components – Short-Term Incentive Program” for information regarding the criteria applied in determining the amounts payable under the awards. There were no threshold amounts payable under the short-term incentive program. The actual amounts paid with respect to these awards are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table on page 35. Targets reflect the October 1, 2020 salary for each individual, as required by the program.

(2) The equity incentive plan awards consist of performance-based restricted stock unit awards granted under our 2011 Omnibus Incentive Compensation Plan.  One-half of the units awarded are subject to an internal performance measure, Return on Tangible Capital, and one-half of the units awarded are subject to an external market measure, Total Shareholder Return relative to the companies that comprise the S&P 500 Industrials at the beginning of the three-year performance period, January 1, 2020.  Recipients will earn 50% of the target number of units awarded for achieving the threshold level of performance for each measure.  Recipients can earn a maximum of 200% of the target number of units awarded for achieving the maximum level of performance for each measure.  Units earned will vest within three months following the conclusion of the performance period upon certification of performance results by the Compensation Committee.  Award holders who terminate from employment more than one year into the performance period and following the attainment of age fifty-five and at least ten years of service are provisionally vested pending performance certification by the Committee.  Recipients who terminate employment due to death or disability, or as a result of and concurrent with a change of control, shall become vested in the target number of units awarded upon certification of performance results by the Compensation Committee.  Cash dividends are earned on the units awarded but are not paid until the award vests. Until the award vests, the dividends accrue interest at the 5-year Treasury note rate plus 0.5%, compounded quarterly.

36    AMETEK, INC. 2021 Proxy Statement  

(3) The stock awards constitute restricted shares granted under our 2011 Omnibus Incentive Compensation Plan. These shares become vested and nonforfeitable on the earliest of: (a) with respect to one-third of the restricted shares awarded (and any dividends with respect thereto) on each of the first, second and third anniversaries of the award date, subject to the recipient’s continuous employment with the company through each such date; (b) the death or disability of the recipient; (c) the recipient’s termination of employment with the company as a result of and concurrent with a change of control. Cash dividends are earned on the restricted shares but are not paid until the restricted shares vest. Until the restricted stock vests, the dividends accrue interest at the five-year Treasury note rate plus 0.5%, compounded quarterly.

(4) The option awards constitute stock options granted under our 2011 Omnibus Incentive Compensation Plan. Stock options become exercisable as to one-third of the underlying shares on each of the first three anniversaries of the date of grant. Options generally become fully exercisable in the event of: retirement after the completion of at least two full years of employment and the attainment of age sixty-five, the grantee’s death or permanent disability, or termination of employment in connection with a change of control.

(5) The grant date fair value is computed in accordance with ASC 718, but without giving effect to estimated forfeitures related to service-based vesting conditions. The assumptions used in determining the grant date fair value of option awards in this column are set forth in Note 11 to our Consolidated Financial Statements in our Form 10-K filed with the SEC.

AMETEK, INC. 2021 Proxy Statement    37

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides details regarding outstanding equity awards for the named executive officers at December 31, 2020.

		Option Awards (1)									Stock Awards
Name	Option Grant Date		Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (2)(3)		Market Value of Shares or Units of Stock That Have Not Vested (4)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (5)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested (4)
David A.		3/20/2020		-		99,080		$63.37		3/20/2030		49,064		$5,933,800		99,572		$12,042,238
Zapico		5/9/2019		25,240		50,480		85.45		5/9/2029
		5/8/2018		68,833		34,417		73.45		5/8/2028
		5/9/2017		111,202		37,068		60.30		5/9/2024
		5/4/2016		111,370		-		46.96		5/4/2023
William J.		3/20/2020		-		27,400		63.37		3/20/2030		14,845		1,795,354		29,773		3,600,747
Burke		5/9/2019		7,803		15,607		85.45		5/9/2029
		5/8/2018		22,620		11,310		73.45		5/8/2028
		5/9/2017		37,462		12,488		60.30		5/9/2024
		5/4/2016		25,180		-		46.96		5/4/2023
Timothy N.		3/20/2020		-		14,870		63.37		3/20/2030		8,522		1,030,651		12,077		1,460,592
Jones		5/9/2019		4,270		8,540		85.45		5/9/2029
		5/8/2018		12,406		6,204		73.45		5/8/2028
		5/9/2017		8,685		8,685		60.30		5/9/2024
John W.		3/20/2020		-		16,070		63.37		3/20/2030		8,954		1,082,897		12,897		1,559,763
Hardin		5/9/2019		4,573		9,147		85.45		5/9/2029
		5/8/2018		12,966		6,484		73.45		5/8/2028
		5/9/2017		25,627		8,543		60.30		5/9/2024
		5/4/2016		30,750		-		46.96		5/4/2023
Thomas C.		3/20/2020		-		14,310		63.37		3/20/2030		7,658		926,159		11,188		1,353,077
Marecic		5/9/2019		3,993		7,987		85.45		5/9/2029
		5/8/2018		10,806		5,404		73.45		5/8/2028
		5/9/2017		20,227		6,743		60.30		5/9/2024
		5/4/2016		24,310		-		46.96		5/4/2023
		5/6/2015		19,240		-		52.27		5/5/2022

(1) All stock options with grant dates prior to 2018 become exercisable as to 25% of the underlying shares on each of the first four anniversaries of the dates of grant.  Stock options granted in 2018 and thereafter become exercisable as to one-third of the underlying shares on each of the first three anniversaries of the grant date.

(2) Restricted stock awards granted prior to 2018 fully vest on the fourth anniversary of the grant date but may vest earlier if either: (1) the award holder attains age 55 and completes 10 years of service, in which case four-year ratable vesting applies, or (2) certain price-related events occur.  The following table sets forth grant and vesting information for the outstanding restricted stock awards granted prior to 2018 as of December 31, 2020.

Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested		Vesting Date		Price-Related Event for Accelerated Vesting*
David A. Zapico	5/9/2017		8,510		5/9/2021		$120.60
William J. Burke	5/9/2017		2,868		5/9/2021		120.60
Timothy N. Jones	5/9/2017		1,995		5/9/2021		120.60
John W. Hardin	5/9/2017		1,963		5/9/2021		120.60
Thomas C. Marecic	5/9/2017		1,548		5/9/2021		120.60

  * The price-related event for accelerated vesting of the restricted stock awards will occur if the NYSE closing price per share of our common stock for five consecutive trading days is equal to at least two

38    AMETEK, INC. 2021 Proxy Statement  

times the closing price per share on the date of grant.

(3) Restricted stock awards granted in 2018 and thereafter vest in three equal installments, one-third on each of the first three anniversaries of the grant date.

(4) The dollar values are based on the NYSE closing price of our common stock on December 31, 2020 ($120.94). Cash dividends will be earned but will not be paid until the restricted shares vest. The dividends will be payable at the same rate as dividends to holders of our outstanding common stock. Until the restricted stock vests, the dividends accrue interest at the 5-year Treasury note rate plus 0.5%, compounded quarterly.

(5) Represents the number of performance-based restricted stock units to be earned upon achievement of target performance under the terms of the 2019 and 2020 awards, and the number of performance-based restricted stock units earned (180.5% of target) under the terms of the 2018 awards as certified by the Compensation Committee in early 2021.  The number of units earned vest within three months following the conclusion of the three-year performance period – December 31, 2020 for the 2018 awards, December 31, 2021 for the 2019 awards and December 31, 2022 for the 2020 awards - upon certification of performance results by the Compensation Committee.

AMETEK, INC. 2021 Proxy Statement    39

OPTION EXERCISES AND STOCK VESTED

The following table provides information regarding option exercises and vesting of restricted stock awards for the named executive officers in 2020.

		Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise		Value Realized on Exercise (1)		Number of Shares Acquired on Vesting		Value Realized on Vesting (2)
David A. Zapico		127,780		$7,703,892		38,650		$3,279,266
William J. Burke		41,418		2,607,852		7,074		600,202
Timothy N. Jones		51,233		2,530,086		4,302		365,019
John W. Hardin		24,330		1,604,219		8,320		705,970
Thomas C. Marecic		12,100		575,481		3,617		306,835

(1) The value realized on exercise is equal to the difference between the market price of the shares acquired upon exercise and the option exercise price for the acquired shares.

(2) On May 11, 2020, the third-year pro rata vesting of the restricted stock granted on May 9, 2017 to Messrs. Zapico, Burke, Jones and Marecic occurred. The total value realized on vesting is equal to (1) the NYSE closing price per share of our common stock on May 11, 2020 ($83.24), multiplied by the number of shares acquired on vesting, (2) the dividends accrued since the date of award, and (3) the interest accrued on these dividends.

Also, on May 8, 2020, the second-year pro rata vesting of the restricted stock granted on May 8, 2018 to all the named executive officers occurred. The total value realized on vesting is equal to (1) the NYSE closing price per share of our common stock on May 8, 2020 ($84.32), multiplied by the number of shares acquired on vesting, (2) the dividends accrued since the date of award, and (3) the interest accrued on these dividends.

Finally, on May 11, 2020, the first-year pro rata vesting of the restricted stock granted on May 9, 2019 to all the named executive officers occurred. The total value realized on vesting is equal to (1) the NYSE closing price per share of our common stock on May 11, 2020 ($83.24), multiplied by the number of shares acquired on vesting, (2) the dividends accrued since the date of award, and (3) the interest accrued on these dividends.

40    AMETEK, INC. 2021 Proxy Statement  

PENSION BENEFITS

We have the following defined benefit plans in which some or all of our named executive officers participate:

• The Employees’ Retirement Plan – This plan is a qualified defined benefit pension plan that provides retirement benefits to our U.S.-based salaried employees who commenced employment with us prior to January 1, 1997. The plan pays benefits based upon eligible final average plan compensation and years of credited service. Compensation in excess of a specified amount prescribed by the Department of the Treasury ($285,000 for 2020) is not taken into account under the Retirement Plan. Mr. Hardin, who joined us after January 1, 1997, is not eligible to participate in The Employees’ Retirement Plan, and instead is eligible to participate in the Retirement Feature of the AMETEK 401(k) Plan, a defined contribution plan.

Annual benefits earned under The Employees’ Retirement Plan are computed using the following formula:

(A + B) x C x 1.02

where:

• A = 32.0% of eligible compensation not in excess of Social Security covered compensation plus 40.0% of eligible compensation in excess of Social Security covered compensation, times credited service at the normal retirement date (maximum of 15 years) divided by 15;

• B = 0.5% of eligible plan compensation times credited service at the normal retirement date in excess of 15 years (maximum of ten years); and

• C = current credited service divided by credited service at the normal retirement date.

Participants may retire as early as age 55 with 10 years of service. Unreduced benefits are available when a participant attains age 65 with 5 years of service. Otherwise, benefits are reduced 6.67% for each year by which pension commencement precedes the attainment of age 65. Pension benefits earned are distributed in the form of a lifetime annuity. Messrs. Zapico, Burke, Jones and Marecic are eligible for early retirement under the plan.

The following table provides details regarding the present value of accumulated benefits under the plans described above for the named executive officers in 2020.

Name	Plan Name	Number of Years Credited Service at December 31, 2020		Present Value of Accumulated Benefit (1)		Payments During 2020
David A. Zapico	The Employees’ Retirement Plan		31		$1,107,100		−
William J. Burke	The Employees’ Retirement Plan		34		1,313,100		−
Timothy N. Jones	The Employees’ Retirement Plan		41		1,731,400		−
John W. Hardin	N/A		N/A		N/A		N/A
Thomas C. Marecic	The Employees’ Retirement Plan		26		1,239,300		−

(1) The amounts shown in the Pension Benefit Table above are actuarial present values of the benefits accumulated through December 31, 2020. We used the following assumptions in quantifying the present value of the accumulated benefit: discount rate – 2.69%; limitation on eligible annual compensation under the Internal Revenue Code - $285,000; limitation on eligible annual benefits under the Internal Revenue Code - $230,000; retirement age - later of 65 or current age; termination and disability rates - none; PRI-2012 Healthy Retiree with scale MP2020, no collar adjustments; form of payment - single life annuity.

AMETEK, INC. 2021 Proxy Statement    41

NON-QUALIFIED DEFERRED COMPENSATION

We have the following non-qualified deferred compensation plans in which our named executive officers participate:

• Supplemental Executive Retirement Plan (“SERP”) – This 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 ($285,000 in 2020).  Under the SERP, each year we credit to the account of a named executive officer an amount equal to 13% of the named executive officer’s excess compensation.  

Named executive officers may notionally invest their SERP contributions in the investment funds offered under the AMETEK 401(k) Plan (which includes the AMETEK Fund, a notional investment in AMETEK, Inc. common stock) designed to mirror those of the AMETEK 401(k) Plan and an interest-bearing account.  The interest-bearing account is deemed to earn compound interest at one and one-half percent higher than the 10-year Treasury Note rate.  The interest-bearing account is the default investment.  Payments of a named executive officer’s account balance in the AMETEK Fund are made in shares of our common stock, while payments from all other investments are paid in cash.  The named executive officer may generally elect to have the value of their account distributed following retirement, either in a lump sum or in up to 15 annual installments, or to have the SERP purchase an annuity in his or her name.  Payments may commence sooner upon the named executive officer’s earlier separation from service, upon the death of the named executive officer, or upon a change of control.

• 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, exceeds limits imposed by the Internal Revenue Code ($285,000 in 2020). 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.

He or she may notionally invest their Deferred Compensation Plan contributions in the investment funds offered under the AMETEK 401(k) Plan (which includes the AMETEK Fund, a notional investment in AMETEK, Inc. common stock) and an interest-bearing account.  The interest-bearing account is deemed to earn compound interest at one and one-half percent higher than the 10-year Treasury Note rate.

A named executive officer generally may elect to have the value of his or her account distributed following retirement, either in a lump sum or in up to fifteen annual installments, or in the form of an in-service distribution, payable either in a lump sum or in up to fifteen annual installments commencing on a date specified by the participant in his or her distribution election. Payments may commence sooner upon the named executive officer’s earlier separation from service, upon the death of the named executive officer, in the event of an unforeseeable financial emergency or upon a change of control.  Payments from the notional AMETEK Fund are made in shares of our common stock, while payments from all other investments are paid in cash.

• 2004 Executive Death Benefit Plan – Under this plan, we provide a retirement benefit to Messrs. Zapico, Burke, Jones and Hardin.  The retirement benefit under this plan is designed to provide the lump sum necessary to deliver 20% of the executive’s final projected annual salary paid annually for 10 years, on a present value basis at age 70. However, the actual benefit will vary based on the gains and losses from the underlying investments in a pool of insurance policies that we own covering the lives of the named executive officers, and on death benefits received from these same policies. The maximum salary on which the benefit can be based is $500,000. If before age 65 the covered named executive officer dies while disabled or actively employed, the named executive officer’s beneficiaries will receive monthly payments from the date of his or her death until the named executive officer would have attained age 80.

42    AMETEK, INC. 2021 Proxy Statement  

The following table provides details regarding non-qualified deferred compensation for the named executive officers in 2020.

Name	Executive Contributions in Last Fiscal Year		Registrant Contributions in Last Fiscal Year (1)		Aggregate Earnings (Losses) in Last Fiscal Year (2)		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year-End (3)
David A. Zapico		$1,264,051		$273,137		$2,304,045		—		$13,649,002
William J. Burke		—		82,724		605,453		—		3,807,782
Timothy N. Jones		—		66,910		877,267		—		4,565,102
John W. Hardin		—		86,450		591,740		—		3,148,885
Thomas C. Marecic		—		49,311		236,811		—		1,361,458

(1) Includes the following contributions for each named executive officer, which are also reported in the Summary Compensation Table on page 35: Mr. Zapico, $273,137; Mr. Burke, $82,724; Mr. Jones, $66,910; Mr. Hardin, $86,450; and Mr. Marecic, $49,311.

(2) Includes the following earnings for each named executive officer, which are also reported in the Summary Compensation Table on page 35: Mr. Zapico, $124,341; Mr. Burke, $137,297; Mr. Jones, $177,313; and Mr. Hardin, $101,835.

(3) Includes for each named executive officer the following amounts that were reported as compensation in the Summary Compensation Table in previous years: Mr. Zapico, $5,736,785; Mr. Burke, $1,871,598; Mr. Jones, $1,257,299; Mr. Hardin, $956,277; and Mr. Marecic, $155,622.

AMETEK, INC. 2021 Proxy Statement    43

POTENTIAL PAYMENTS UPON TERMINATION OR

CHANGE OF CONTROL

In this section, we describe payments that may be made to our named executive officers upon several events of termination, including termination in connection with a change of control. The information in this section does not include information relating to the following:

• distributions under The Employees’ Retirement Plan – see “Pension Benefits” for information regarding this plan,

• distributions under the Supplemental Executive Retirement Plan and the Deferred Compensation Plan and distributions, other than death benefits, under the 2004 Executive Death Benefit Plan – see “Nonqualified Deferred Compensation” for information regarding these plans,

• other payments and benefits provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including tax-qualified defined contribution plans, and

• short-term incentive payments that would not be increased due to the termination event.

The following items are reflected in the summary table on page 47. The payment amounts reflect the payments that would have been due to the named executive officers had the termination or change of control event occurred on December 31, 2020.

Change of Control Agreements. Under our change of control agreements with our named executive officers other than Mr. Zapico, in the event that a named executive officer’s employment is terminated by us without cause or by the named executive officer for “good reason” within two years beginning on the effective date of a change of control, the executive officer will receive: (1) 2.99 times the sum of (a) the executive officer’s base salary in effect on the last day of the fiscal year immediately preceding the effective date of the change of control and (b) the greater of the target bonus for the fiscal year in which the change of control occurred or the average of the bonus received for the two previous fiscal years; all cash payments will be paid when permitted under Section 409A of the Code, namely, on the first day of the seventh month following the termination date; and (2) continuation of health benefits until the earliest to occur of Medicare eligibility, coverage under another group health plan without a pre-existing condition limitation, the expiration of ten years, or the executive officer’s death. Payments to executive officers under the change of control agreements will be reduced, if necessary, to prevent them from being subject to the limitation on deductions under Section 280G of the Internal Revenue Code. The Compensation Committee selected the 2.99 times multiple of salary and bonus to reflect competitive market levels for such agreements and the amount payable is subject to limitations designed to minimize the payment of any excise taxes by us.

Generally, a change of control is deemed to occur under the change of control agreements if: (1) any person or more than one person acting as a group acquires ownership of stock which constitutes more than 50 percent of the total fair market value or total voting power of our stock; (2) any person or more than one person acting as a group acquires (during the 12-month period ending on the date of the most recent acquisition) ownership of stock possessing 30 percent or more of the total fair market value or total voting power of our stock; (3) a majority of Board members are replaced during any 12-month period by Directors whose election is not endorsed by a majority of the members of the Board; or (4) any person or more than one person acting as a group acquires assets from us having a total fair market value of not less than 40 percent of the total fair market value of all of our assets immediately prior to the acquisition.

A termination for “good reason” generally means a termination initiated by the executive officer in the event of: (1) our noncompliance with the change of control agreement; (2) any involuntary reduction in the executive officer’s authority, duties or responsibilities that were in effect immediately prior to the change of control; (3) any involuntary reduction in the executive officer’s total compensation that was in effect immediately prior to the change of control; or (4) any transfer of the executive officer without the executive officer’s consent of more than 50 miles from the executive officer’s principal place of business immediately prior to the change of control other than on a temporary basis (less than 6 months).

A termination for cause generally would result from misappropriation of funds, habitual insobriety or substance abuse, conviction of a crime involving moral turpitude, or gross negligence in the performance of duties that has a material adverse effect on our business, operations, assets, properties or financial condition.

44    AMETEK, INC. 2021 Proxy Statement  

Under our change of control agreement with Mr. Zapico, in the event that his employment is terminated by us without cause or by Mr. Zapico for good reason in anticipation of, or following, a change of control, he will receive: (1) a lump sum payment equal to 2.99 times the sum of (a) Mr. Zapico’s base salary for the year prior to the year in which his termination occurs and (b) his targeted bonus for the year in which he is terminated or, if the amount of the targeted bonus is not known, the average of his bonuses for the two years preceding the year in which his termination occurs; all cash payments will be paid when permitted under Section 409A of the Code, namely, on the first day of the seventh month following the termination date; (2) continuation of health benefitsuntil the earliest of (a) the end of the tenth year following the year of the separation from service; (b) Medicare eligibility; (c) commencement of new employment where Mr. Zapico can participate in similar plans or programs; or (d) death; (3) continuation of disability insurance and death benefits until the earliest of (a) the end of the second year following the year of the separation from service; (b) commencement of new employment where Mr. Zapico can participate in similar plans or programs; or (c) death; and (4) use of an automobile and reimbursement of reasonable operating expenses, until the second anniversary of his termination or, if earlier, his death.

In addition, upon a change of control, or upon Mr. Zapico’s termination without cause or resignation for good reason in anticipation of a change of control, (1) all of his restricted stock awards and stock options immediately vest; and (2) all stock options, other than incentive stock options, will be exercisable for one year following his termination, or, if earlier, the stated expiration date of the stock option.

Generally, a change of control is deemed to occur under Mr. Zapico’s change of control agreement upon: (1) the acquisition by any person or group of 30 percent or more of our total voting stock; (2) the acquisition by us, any executive benefit plan, or any entity we establish under the plan, acting separately or in combination with each other or with other persons, of 50 percent or more of our voting stock, if after such acquisition our common stock is no longer publicly traded; (3) the death, resignation or removal of our Directors within a two-year period, as a result of which the Directors serving at the beginning of the period and Directors elected with the advance approval of two-thirds of the Directors serving at the beginning of the period constitute less than a majority of the Board; (4) the approval by the stockholders of (a) a merger in which the stockholders no longer own or control at least 50 percent of the value of our outstanding equity or the combined voting power of our then-outstanding voting securities, or (b) a sale or other disposition of all or substantially all of our assets. A termination is deemed to be in anticipation of a change of control if it occurs during the 90 days preceding the change of control and the substantial possibility of a change of control was known to Mr. Zapico and a majority of the Directors.

“Good reason” and “cause” are defined in Mr. Zapico’s agreement in substantially the same manner as in the other executive officers’ change of control agreements.

Payments and other benefits under the change of control agreements would have been in the following amounts if the event requiring payment occurred on December 31, 2020:  lump sum payments – Mr. Zapico, $8,880,300; Mr. Burke, $3,390,660; Mr. Jones, $2,780,401; Mr. Hardin, $2,948,140; Mr. Marecic, $2,541,500; continuation of health, disability and death benefits for Mr. Zapico: $181,932; continuation of health benefits for: Mr. Burke, $7,100; Mr. Jones, $37,300; Mr. Hardin, $408,300; Mr. Marecic, $341,800; perquisites – Mr. Zapico, $58,495 (use of an automobile and operating expenses).  The benefits Mr. Zapico would receive upon acceleration of his equity grants in connection with a change of control are quantified below under “Vesting Provisions Pertaining to Performance Restricted Stock Units” and “Acceleration of Vesting Provisions Pertaining to Stock Options and Restricted Stock.”

In addition, Mr. Zapico’s change of control agreement generally provides that in the event his employment is terminated by us without cause or by Mr. Zapico for good reason, in either case prior to and other than in anticipation of or following a change of control, he would receive the same benefits as he would receive in connection with a change of control, as described above, except: (1) the portion of the lump sum payment based on a multiple of cash compensation would be equal to two times, rather than 2.99 times, cash compensation and (2) the continuation of health benefits could not exceed a maximum of two years from the termination of his employment, rather than ten years.

Payments and other benefits to Mr. Zapico under this provision would include the following: lump sum payments, $5,940,000; stock option grant vesting acceleration, $11,377,838; restricted stock award vesting acceleration, $5,990,012; health, disability and death benefits, $53,332; and perquisites, $58,495 (use of an automobile and operating expenses).

AMETEK, INC. 2021 Proxy Statement    45

Vesting Provisions Pertaining to PerformanceRestricted Stock Units. In the event of death or disability of the named executive officer, or the named executive officer’s separation from service with the company as a result of and concurrent with a change of control, the performance restricted stock units shall become vested and nonforfeitable on the vest date in an amount equal to the initial performance restricted stock unit award (i.e. the “target award”).  Benefits related to the vesting of the target award in conjunction with death, disability or change of control are as follows:Mr. Zapico, $11,010,063; Mr. Burke, $3,258,835; Mr. Jones, $1,269,797; Mr. Hardin, $1,359,998; andMr. Marecic,$1,186,683.

In addition, in the event of the named executive officer’s attainment of at least 55 years of age and at least ten years of service with the company (or any successor or affiliate of the company) at the named executive officer’s termination of employment date occurring on or after December 31, 2020, then the performance restricted stock units shall become vested and nonforfeitable on the vest date, to the extent that the performance goals are achieved.  As of December 31, 2020, Messrs. Zapico, Burke, Jones and Marecic meet the attained age and service requirements.  Benefits related to the vesting of performance restricted stock units, using the same level of performance achievement disclosed in the Outstanding Equity Awards at Fiscal Year-End Table, are as follows:  Mr. Zapico, $11,010,063; Mr. Burke, $3,258,835; Mr. Jones, $1,269,797; Mr. Hardin, $1,359,998 and Mr. Marecic, $1,186,683.

Acceleration of Vesting Provisions Pertaining to Stock Options and Restricted Stock. Under our stock incentive plans, outstanding stock options generally will vest immediately upon the occurrence of any of the following events: (1) the holder’s retirement after age 65, following two years of service with us; (2) the death of the holder; (3) the disability of the holder; or (4) the holder’s termination of employment following a change of control. Benefits relating to accelerated vesting of stock options in connection with termination following a change of control (or, in the case of Mr. Zapico, in anticipation of, or upon a change of control), or upon normal retirement or death or disability are as follows:  Mr. Zapico, $11,377,838; Mr. Burke, $3,425,695; Mr. Jones, $1,980,437; Mr. Hardin, $2,075,750; and Mr. Marecic, $1,772,817.

The value of the accelerated vesting benefit equals the number of shares as to which the stock options would vest on an accelerated basis upon the occurrence of the specified termination or change of control event, multiplied by the difference between the closing price per share of our common stock on December 31, 2020 and the exercise price per share for the affected options.

Outstanding restricted stock generally will vest immediately upon the occurrence of either of the following events: (1) the holder’s death or disability; or (2) the holder’s termination of employment following a change of control. Benefits relating to accelerated vesting of restricted stock in connection with termination following a change of control (or, in the case of Mr. Zapico, in anticipation of, or upon a change of control), or upon disability or death are as follows: Mr. Zapico, $5,990,012; Mr. Burke, $1,813,124; Mr. Jones, $1,041,291; Mr. Hardin, $1,093,871; and Mr. Marecic, $935,317.

The value of the accelerated vesting benefit equals the number of shares of restricted stock that would vest on an accelerated basis on the occurrence of the specified termination or change of control event times the closing price per share of our common stock on December 31, 2020, plus accrued dividends and the interest on the dividend balance.

Our incentive plans define “change of control” in substantially the same manner as the change of control agreements relating to our executives other than Mr. Zapico.

Death Benefits. Death benefits are payable to Messrs. Zapico, Burke, Jones and Hardin under our 2004 Executive Death Benefit Plan, as described under “Nonqualified Deferred Compensation.”

The amount of death benefits payable to each of the named executive officers in the event of his death would have been as follows on December 31, 2020: Mr. Zapico, $1,746,400; Mr. Burke, $1,588,900; Mr. Jones, $1,285,800; and Mr. Hardin, $1,777,400.

46    AMETEK, INC. 2021 Proxy Statement  

Summary Table. The following table summarizes the amounts payable to each of the named executive officers based on the items described above with respect to each of the events set forth in the table. As used in the table below, “change of control” refers to payment or other benefit events occurring upon a change of control or in connection with a termination related to a change of control, as applicable.

Name	Normal Retirement		Involuntary Not For Cause Termination		Early Retirement		Change of Control		Disability		Death
David A. Zapico		$11,377,838		$23,419,677		$11,010,063		$37,498,640		$28,377,913		$30,124,313
William J. Burke		3,425,695		−		3,258,835		11,895,414		8,497,654		10,086,554
Timothy N. Jones		1,980,437		−		1,269,797		7,109,226		4,291,525		5,577,325
John W. Hardin		2,075,750		−		1,359,998		7,886,058		4,529,618		6,307,018
Thomas C. Marecic		1,772,817		−		1,186,683		6,778,117		3,894,817		3,894,817

AMETEK, INC. 2021 Proxy Statement    47

STOCK OWNERSHIP OF

EXECUTIVE OFFICERS AND DIRECTORS

The Compensation Committee of the Board approved stock ownership guidelines for all executive officers, and reviews stock ownership on an annual basis. See “Compensation Discussion and Analysis – Stock Ownership Guidelines” on page 32 for a discussion of stock ownership guidelines for our named executive officers.

The Board established stock ownership guidelines for non-employee Directors in order to more closely link their interests with those of stockholders. Under the guidelines, each non-employee Director is expected to own, by the end of a five-year period, shares of our common stock having a value equal to at least five times the Director’s annual cash retainer.

The following table shows the number of shares of common stock that the Directors and all executive officers as a group beneficially owned, and the number of deemed shares held for the account of the executive officers under the SERP, all as of January 10, 2021.

	Number of Shares and Nature of Ownership (1)
Name	Outstanding Shares Beneficially Owned		Right to Acquire (2)		Total		Percent of Class		SERP and Deferred Compensation		Total Beneficial, SERP and Deferred Compensation Ownership
Thomas A. Amato		8,745		—		8,745		*		—		8,745
William J. Burke		72,259		93,065		165,324		*		15,469		180,793
Tod E. Carpenter		3,700		—		3,700		*		—		3,700
Ruby R. Chandy		16,736		10,600		27,336		*		—		27,336
Anthony J. Conti		23,518		11,340		34,858		*		—		34,858
John W. Hardin		55,918		73,916		129,834		*		22,413		152,247
Timothy N. Jones		33,522		25,361		58,883		*		31,982		90,865
Steven W. Kohlhagen		59,059		10,600		69,659		*		—		69,659
Thomas C. Marecic		26,837		78,576		105,413		*		10,849		116,262
Gretchen W. McClain (3)		12,031		2,720		14,751		*		1,576		16,327
Karleen M. Oberton		—		—		—		*		—		—
Elizabeth R. Varet (4)		223,745		10,600		234,345		*		—		234,345
Dennis K. Williams		30,457		10,600		41,057		*		—		41,057
David A. Zapico		193,413		316,645		510,058		*		73,844		583,902
Directors and executive officers as a group (17 persons) including individuals named above		851,061		774,449		1,625,510		*		170,230		1,795,740

*Represents less than 1% of the outstanding shares of our common stock.

(1) Under Rule 13d-3 of the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to the security through any contract, arrangement, understanding, relationship or otherwise.

(2) Shares the Director or executive officer has a right to acquire through stock option exercises at or within 60 days after January 10, 2021.

(3) Includes 1,576 stock units under the AMETEK, Inc. Directors’ Deferred Compensation Plan.

48    AMETEK, INC. 2021 Proxy Statement  

(4) Includes 43,500 shares, owned by the estate of Ms. Varet’s husband, as to which Ms. Varet disclaims any beneficial ownership. Ms. Varet has shared voting and investment power with respect to 165,239 shares.

BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS

The following table provides information regarding the only entities known to us to be beneficial owners of more than five percent of the outstanding shares of our common stock as of March 11, 2021.

Name and Address of Beneficial Owner	Number of Shares		Percent of Class
The Vanguard Group, Inc. (1) 100 Vanguard Boulevard Malvern, PA 19355		24,022,986		10.4%
BlackRock, Inc. (2) 55 East 52nd Street New York, NY 10055		15,328,795		6.7%

(1) Based on Schedule 13G/A filed on February 10, 2021, as of December 31, 2020 The Vanguard Group, Inc. beneficially owned 24,022,986 shares of our common stock, with shared voting power over 362,155 shares, sole dispositive power over 23,041,999 shares and shared dispositive power over 980,987 shares.

(2) Based on Schedule 13G/A filed on January 29, 2021, as of December 31, 2020 BlackRock, Inc. beneficially owned 15,328,795 shares of our common stock, with sole voting power over 13,350,043 shares and sole dispositive power over all the shares.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors and officers to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. To our knowledge, based solely on a review of such forms and representations furnished to us for 2020, we believe that there were no delinquent filers during the fiscal year ended December 31, 2020 except for Elizabeth R. Varet who filed one Form 4 late which included one transaction.

CEO Pay Ratio

Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u).

AMETEK identified a new median employee to use as the basis for comparison in 2020.  The previous median employee was used for three successive years, the maximum permitted by regulation.  We used annual base pay, the one pay element all AMETEK employees receive, as the consistently applied compensation measure to identify the median employee.  The median employee was selected from all employees, other than our CEO, employed by AMETEK on October 1, 2020.  We included all employees, whether employed on a full-time, part-time or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to annual base salary.  We did not include independent contractors or leased workers in our determination.

After identifying the median employee based on annual base pay, we calculated annual total compensation for such employee as determined under Item 402 of Regulation S-K, the same methodology we use for our named executive officers as set forth in the Summary Compensation Table – 2020 on page 35.

The 2020 annual total compensation for our CEO was $8,518,221. The 2020 annual total compensation for our median employee, including overtime, was $65,265. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for 2020 is 131 to 1.

AMETEK, INC. 2021 Proxy Statement    49

OTHER BUSINESS

We are not aware of any other matters that will be presented at the Annual Meeting. If other matters are properly introduced, the individuals named on the enclosed proxy card will vote the shares it represents in accordance with their judgment.

By Order of the Board of Directors

Robert S. Feit

Senior Vice President, General Counsel and Corporate Secretary

Dated: March 15, 2021

MULTIPLE STOCKHOLDERS SHARING THE SAME ADDRESS

Registered and street-name stockholders who reside at a single address receive only one annual report and proxy statement at that address unless a stockholder provides contrary instructions. This practice is known as “householding” and is designed to reduce duplicate printing and postage costs. However, if a stockholder wishes in the future to receive a separate annual report or proxy statement, he or she may contact Broadridge Financial Solutions at 1-866-540-7095, or in writing at Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY 11717. Stockholders can request householding if they receive multiple copies of the annual report and proxy statement by contacting Broadridge Financial Solutions at the address above.

50    AMETEK, INC. 2021 Proxy Statement  

This document is printed on recycled paper, which contains at least 10% post consumer waste.

on. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. UNLESS OTHERWISE SPECIFIED IN THE SPACES PROVIDED, THE UNDERSIGNED'S VOTE WILL BE CAST FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 AS MORE FULLY DESCRIBED IN THE ENCLOSED PROXY STATEMENT. D39255-P49112 For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! AMETEK, INC. AMETEK, INC. 1100 CASSATT ROAD BERWYN, PA 19312 The Board of Directors recommends you vote FOR the following: 1. Election of Directors for a term of three years: 1b. Karleen M. Oberton 1a. Tod E. Carpenter Nominees: 2. Approval, by advisory vote, of the compensation of AMETEK, Inc.'s named executive officers. 3. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for 2021. NOTE: At their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting. The Board of Directors recommends you vote FOR proposals 2 and 3. ! ! ! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern time on May 5, 2021 for shares held directly and by 11:59 p.m. Eastern time on May 3, 2021 for shares held in a plan listed on the reverse side. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/AME2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern time on May 5, 2021 for shares held directly and by 11:59 p.m. Eastern time on May 3, 2021 for shares held in a plan listed on the reverse side. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

D39256-P49112 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Meeting, Notice of Internet Availability of Proxy Materials, Proxy Statement and Proxy Card are available at http://www.ametek.com/2021proxy and www.proxyvote.com. Continued and to be signed on reverse side AMETEK, INC. Annual Meeting of Stockholders May 6, 2021 11:00 a.m. Eastern time This proxy is solicited on behalf of the Board of Directors The stockholder(s) hereby appoint(s) David A. Zapico, Robert S. Feit and Lynn Carino or a majority of those present and acting, or if only one is present and acting, then that one, as proxy or proxies, with full power of substitution, to vote all stock of AMETEK, Inc. which the undersigned is entitled to vote at AMETEK's Annual Meeting of Stockholders to be held virtually at www.virtualshareholdermeeting.com/AME2021 on Thursday, May 6, 2021, at 11:00 a.m. Eastern time, and any adjournment or postponement thereof, hereby ratifying all that said proxy or proxies or their substitutes may do by virtue hereof, and the undersigned authorize(s) and instruct(s) said proxy or proxies to vote as follows: NOTE TO PLAN PARTICIPANTS IN: AMETEK RETIREMENT AND SAVINGS PLAN, SOLIDSTATE CONTROLS, INC. HOURLY EMPLOYEES (CWA) RETIREMENT PLAN AND SUPERIOR TUBE COMPANY, INC. UNION 401(k) PLAN. If you are a stockholder under the plans mentioned above voting online or by phone, the voting deadline is 11:59 p.m. Eastern time on May 3, 2021. If you are a stockholder under the plans mentioned above voting by mail, to avoid delay please mail your proxy card with time for it to be delivered to the tabulating agent by May 3, 2021. Without your specific instructions, we will vote these shares, for or against, in the same proportion as the shares for which we have received instructions from other plan participants.