AMETEK INC/AME
AMETEK INC/ Stock Compensation Disclosure
Share-Based Compensation
Under the terms of the Company’s stockholder-approved share-based plans, performance restricted stock units (“PRSUs”), incentive and non-qualified stock options and restricted stock have been, and may be, issued to the Company’s officers, management-level employees and members of its Board of Directors. Stock options granted generally vest at a rate of one-third on each of the first three anniversaries of the grant date and have a maximum contractual term of ten years. Restricted stock granted to employees generally vests one-third on each of the first three anniversaries of the grant date. Restricted stock granted to non-employee directors generally vests two years after the grant date (cliff vesting) and is subject to accelerated vesting due to certain events, including doubling of the grant price of the Company’s common stock as of the close of business during any five consecutive trading days.
Share Based Compensation Expense
The Company measures and records compensation expense related to all stock awards by recognizing the grant date fair value of the awards over their requisite service periods in the financial statements. For grants under any of the Company’s plans that are subject to graded vesting based on a service condition, the Company recognizes expense on a straight-line basis over the requisite service period for the entire award.
Total share-based compensation expense was as follows for the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Stock option expense | $ | 11,820 | $ | 13,892 | $ | 14,284 | |||||||||||
| Restricted stock expense | 21,149 | 20,422 | 20,792 | ||||||||||||||
| PRSU expense | 14,798 | 13,549 | 11,123 | ||||||||||||||
| Total pre-tax expense | $ | 47,767 | $ | 47,863 | $ | 46,199 | |||||||||||
Pre-tax share-based compensation expense is included in the consolidated statement of income in either Cost of sales or Selling, general and administrative expenses, depending on where the recipient’s cash compensation is reported.
Stock Options
The fair value of each stock option grant is estimated on the date of grant using a Black-Scholes-Merton option pricing model. The following weighted average assumptions were used in the Black-Scholes-Merton model to estimate the fair values of stock options granted during the years indicated:
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | 22.7 | % | 28.2 | % | 26.0 | % | |||||||||||
| Expected term (years) | 5.0 | 5.0 | 5.0 | ||||||||||||||
| Risk-free interest rate | 4.07 | % | 4.31 | % | 3.54 | % | |||||||||||
| Expected dividend yield | 0.70 | % | 0.62 | % | 0.72 | % | |||||||||||
| Black-Scholes-Merton fair value per stock option granted | $ | 46.21 | $ | 56.42 | $ | 38.11 | |||||||||||
Expected volatility is based on the historical volatility of the Company’s stock over the stock options’ expected term. The Company used historical exercise data to estimate the stock options’ expected term, which represents the period of time that the stock options granted are expected to be outstanding. Management anticipates that the future stock option holding periods will be similar to the historical stock option holding periods. The risk-free interest rate for periods within the expected term of the stock option is based on the U.S. Treasury yield curve at the time of grant. The expected dividend yield is calculated by dividing the Company’s annual dividend, based on the most recent quarterly dividend rate, by the Company’s closing common stock price on the grant date. Compensation expense recognized for all share-based awards is net of estimated forfeitures. The Company’s estimated forfeiture rates are based on its historical experience.
The following is a summary of the Company’s stock option activity and related information for the year ended December 31, 2025:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | ||||||||||||||||||||
| (In thousands) | (Years) | (In millions) | |||||||||||||||||||||
| Outstanding at the beginning of the year | 2,140 | $ | 114.33 | ||||||||||||||||||||
| Granted | 268 | 176.08 | |||||||||||||||||||||
| Exercised | (408) | 92.64 | |||||||||||||||||||||
| Forfeited | (48) | 163.31 | |||||||||||||||||||||
| Expired | (2) | 166.47 | |||||||||||||||||||||
| Outstanding at the end of the year | 1,950 | $ | 126.07 | 6.1 | $ | 154.5 | |||||||||||||||||
| Exercisable at the end of the year | 1,453 | $ | 111.40 | 5.2 | $ | 136.5 | |||||||||||||||||
The aggregate intrinsic value of stock options exercised during 2025, 2024 and 2023 was $39.4 million, $73.5 million and $54.9 million, respectively. The total fair value of stock options vested during 2025, 2024 and 2023 was $13.7 million, $14.9 million and $12.8 million, respectively.
The following is a summary of the Company’s non-vested stock option activity and related information for the year ended December 31, 2025:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| (In thousands) | |||||||||||
| Non-vested stock options outstanding at the beginning of the year | 626 | $ | 44.32 | ||||||||
| Granted | 268 | 46.21 | |||||||||
| Vested | (349) | 39.39 | |||||||||
| Forfeited | (48) | 44.48 | |||||||||
| Non-vested stock options outstanding at the end of the year | 497 | $ | 48.63 | ||||||||
As of December 31, 2025, there was approximately $13.8 million of expected future pre-tax compensation expense related to the 0.5 million non-vested stock options outstanding, which is expected to be recognized over a weighted average period of less than two years.
Restricted Stock
The fair value of restricted shares under the Company’s restricted stock arrangement is determined by the product of the number of shares granted and the Company’s closing common stock price on the grant date. Upon the grant of restricted stock, the fair value of the restricted shares (unearned compensation) at the grant date is charged as a reduction of capital in excess of par value in the Company’s consolidated balance sheet and is amortized to expense on a straight-line basis over the vesting period, which is the same as the calculated derived service period as determined on the grant date.
The following is a summary of the Company’s non-vested restricted stock activity and related information for the year ended December 31, 2025:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| (In thousands) | |||||||||||
| Non-vested restricted stock outstanding at the beginning of the year | 277 | $ | 159.71 | ||||||||
| Granted | 169 | 176.92 | |||||||||
| Vested | (135) | 150.95 | |||||||||
| Forfeited | (31) | 169.69 | |||||||||
| Non-vested restricted stock outstanding at the end of the year | 280 | $ | 173.25 | ||||||||
The total fair value of restricted stock vested during 2025, 2024 and 2023 was $20.5 million, $20.0 million and $20.5 million, respectively. The weighted average fair value of restricted stock granted per share during 2025 and 2024 was $176.92 and $181.74, respectively. As of December 31, 2025, there was approximately $30.4 million of expected future pre-tax compensation expense related to the 0.2 million non-vested restricted shares outstanding, which is expected to be recognized over a weighted average period of less than two years.
Performance Restricted Stock Units
The PRSUs vest over a period up to three years from the grant date based on continuous service, with the number of shares earned (0% to 200% of the target award) depending upon the extent to which the Company achieves certain financial and market performance targets measured over the period from January 1 of the year of grant through December 31 of the third year. Half of the PRSUs are valued in a manner similar to restricted stock as the financial targets are based on the Company’s operating results. The grant date fair value of these PRSUs are
recognized as compensation expense over the vesting period based on the number of awards expected to vest at each reporting date. The other half of the PRSUs were valued using a Monte Carlo model as the performance target is related to the Company’s total shareholder return compared to a group of peer companies, which represents a market condition. The Company recognizes the grant date fair value of these awards as compensation expense ratably over the vesting period.
The following is a summary of the Company’s non-vested performance restricted stock activity and related information for the year ended December 31, 2025:
| Shares | Weighted Average Grant Date Fair Value | ||||||||||
| (In thousands) | |||||||||||
| Non-vested performance restricted stock outstanding at the beginning of the year | 235 | $ | 150.92 | ||||||||
| Granted | 93 | 172.64 | |||||||||
Performance assumption change 1 | 8 | 134.69 | |||||||||
| Vested | (92) | 134.69 | |||||||||
| Forfeited | (4) | 166.74 | |||||||||
| Non-vested performance restricted stock outstanding at the end of the year | 240 | $ | 166.06 | ||||||||
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1 Reflects the number of PRSUs above target levels based on performance metrics.
As of December 31, 2025, there was approximately $6.3 million of expected future pre-tax compensation expense related to the 0.2 million non-vested performance restricted shares outstanding, which is expected to be recognized over a weighted average period of less than one year.
The Company issues previously unissued shares when stock units are exercised, and shares are issued from treasury stock upon the award of restricted stock.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 18, 2021 | |
| 2019 | Feb 20, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 25, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.