DEF 14A of Vontier Corp, Apr 11, 2025

DEF 14A of Vontier Corp

Filed Apr 11, 2025 · FY20240001552781-25-000140

Open on EDGAR

  1. Compensation Governance Highlights

    | | | | | Implement Core Executive Compensation Principles Designed to Promote Alignment with the Interest of Stockholders | | | Performance Measures Aligned with Business Objectives | | | Pay for Performance | | | Maintain Stock Ownership Requirements | | | Maintain a Compensation Recoupment Policy | | | Maintain Market Competitive Vesting Schedules for Equity Awards | | | Require Minimum Vesting Schedule under our Equity Plan | | | Annual Compensation Risk Assessment | | | Engage an Independent Compensation Consultant | | | Limit Perquisites | | | Incorporate Long-Term Performance-Based Equity Awards for Executive Officers |

  2. Compensation Governance Highlights

    | | | | | No Excise Tax Gross-Ups | | | No “Single-Trigger” Change-in-Control Severance Benefits or Change-in-Control Equity Vesting | | | No Pledging of our Common Stock by Executive Officers | | | No Hedging Transactions by Executive Officers | | | No Evergreen Provision in Stock Incentive Plan | | | No Repricing of Stock Options | | | No Liberal Share Recycling under Stock Incentive Plan | | | No Liberal Definition of Change-in-Control | | | No Defined Benefit Plans for Executive Officers |

  3. Proposal 1. Election of Directors

    Proposal 1. Election of Directors

  4. Declassification of the Board

    Declassification of the Board At the 2022 Annual Meeting of Stockholders, the stockholders approved a proposal from our Board to amend our Certificate of Incorporation to declassify the Board and to provide, starting with the 2023 Annual Meeting of Stockholders, for the election of directors to one-year terms. As a result, our Board is declassified and beginning with this Annual Meeting of Stockholders, the entire Board will be elected annually.

  5. Election of Directors

    Election of Directors At the Annual Meeting, stockholders will be asked to elect each of the director nominees identified below (each of whom has been recommended by the Nominating and Governance Committee and nominated by the Board) to serve a one-year term until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented by the proxy for the election as directors of the persons whose names and biographies appear below, each of whom is currently a director and each of whom has consented to be named in this Proxy Statement and to serve if elected. In the event that any nominee is unable to serve or for good cause will not serve as a director at the time of the meeting, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. We do not expect that any nominee will be unable or will subsequently decline to serve as a director. If you are a beneficial owner of shares of Common Stock held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors. Therefore, it is important that you vote. The name of and certain information regarding each director nominee is set forth below, together with information regarding our directors remaining in office. This information is based on data furnished to us by the nominees and directors. There is no family relationship between any director, executive officer or person nominated to become a director or executive officer. The business address for each nominee and director for matters regarding the Company is 5438 Wade Park Boulevard, Suite 600, Raleigh, North Carolina 27607. Our directors are comprised of current directors with diverse skills, background, and experience, which the Board believes contributes to the effective oversight of the Company. The average board tenure is approximately four years.

  6. Election of Directors

    | Proposal 1. Election of Directors | | 11 |

  7. Attributes, Skills, Qualification and Diversity of Directors

    Attributes, Skills, Qualification and Diversity of Directors Our directors have diverse attributes, skills and qualifications, which the Board believes contributes to effective oversight of the Company, including breadth of experience in mergers and acquisitions, being a key executive driver of turnarounds, significant public board service, operational experience in large, global organizations and risk management experience. While our directors are strong across each of these dimensions, the following matrix highlights the top seven attributes, skills and qualifications of each director that is relevant to the Company and their service on the Board.

  8. Attributes, Skills, Qualification and Diversity of Directors

    | | Boyland | Eatroff | Francis | Foulkes | Gafinowitz | Klein | Miller | Morelli | Sylvester | Thomas | | Mergers & Acquisitions | | • | | | • | • | • | • | | | | Strategy Development/Portfolio Transformation | • | • | | • | • | • | | • | • | | | Capital Allocator | | • | | | | • | • | | | • | | Public Board Experience | • | | • | | | • | • | | • | • | | Technology/Innovation | • | • | • | • | | | | | • | | | Finance/Accounting/Investor Relations | | • | | | | • | • | | | • | | Global/International Experience or Exposure | • | • | | • | • | | | • | • | • | | Relevant Industry Knowledge | • | | • | | • | | | | | | | Business System | | | | | • | | | • | | | | Cybersecurity/Privacy Security/IT | | • | | | | | • | | | | | Engineering/Product Development | | | | • | • | | | • | • | | | Data Analytics | • | | | | | | • | | | | | Executive Leadership | | | • | • | | • | • | • | • | • | | HR/Human Capital/Compensation & Benefits | | | • | • | • | • | | | | | | Marketing/Sales/PR | | | • | | | | | | | | | Operations/Project Delivery | • | | • | • | | | | • | • | | | Risk Management | | | | | | | | | | • | | Geopolitical/Government | | | | | | | | | | • |

  9. Attributes, Skills, Qualification and Diversity of Directors

    | 12 | 2025 PROXY STATEMENT | Proposal 1. Election of Directors | |

  10. Director Nominees—

    Director Nominees—

  11. For Terms Expiring at this Annual Meeting

    | | | | | | | Karen C. Francis Director | | Gloria R. Boyland Director | | Director since: September 2020 | | Director since: October 2020 | | | Committees: Nominating & Governance | | Committees: Audit, Nominating and Governance (Chair) | | | Karen C. Francis has served as a member of our Board of Directors since September 2020 and serves as Senior Advisor to TPG Capital and is an independent director for private equity and venture capital funded companies in Silicon Valley, including CelLink and Nauto. In 2021, Ms. Francis received her CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. Ms. Francis also serves on the Board of Directors of Polestar (NASDAQ: PSNY) and is a member of its Nominating & Governance Committee and Chair of the Compensation Committee. Ms. Francis served on the Board of Directors of Telenav, Inc. from December 2016 to November 2019 where she served as lead independent director, chair of the Compensation Committee and a member of the Nominating and Governance Committee, Reinvent Technology Partners Y from March 2021 to November 2021 and TuSimple Holdings, Inc. from December 2020 to November 2022. Ms. Francis served on the Board of Directors of Quanergy Systems, Inc. (NYSE: QNGY) from February 2022 to April 2023 and chaired the Nominating and Governance Committee. Prior to that, she served as a director of The Hanover Insurance Group, Inc. from May 2014 to May 2017 and AutoNation, Inc. from February 2016 to April 2018. In addition, Ms. Francis served as Chief Executive Officer of AcademixDirect, Inc., a technology innovator in education, from 2009 to 2014 and as its Executive Chairman from 2009 to 2017. From 2004 to 2007, Ms. Francis was Chairman and Chief Executive Officer of Publicis & Hal Riney, based in San Francisco and part of the Publicis global advertising and marketing network. From 2001 to 2002, she served as Vice President of Ford Motor Company, where she was responsible for the corporate venture capital group, as well as global e-business strategies, customer relationship management and worldwide export operations. From 1996 to 2000, Ms. Francis held several positions with General Motors, including serving as General Manager of the Oldsmobile Division. | | Gloria R. Boyland has served as a member of our Board of Directors since October 2020. Since January 2021, Ms. Boyland has served on the Board of Directors of United Natural Foods, Inc. (NYSE: UNFI) and is a member of the Compensation and Technology Innovation Committees. At UNFI, Ms. Boyland is also chair of the Nominating and Governance Committee and a member of the Compensation and Financial Advisory Committees since December 2024. Since March 2023, Ms. Boyland has served on the board of Aurora Innovation, Inc. (NASDAQ: AUR) and is a member of the Audit and Nominating and Corporate Governance Committees. Prior to that, Ms. Boyland was Corporate Vice President of Operations & Service Support, responsible for leadership of operational cost reduction and process improvement initiatives, operations technology innovation, service quality improvement, customer experience, and new service offerings, at FedEx Corporation (NYSE: FDX), a $50 billion global transportation service provider, until her retirement in January 2020. Ms. Boyland joined FedEx Corporation in 2004 and was Staff Vice President, Service Experience Leadership from 2004–2015. Prior to joining FedEx, she held a broad variety of positions with increasing responsibility, including Customer Experience Management, Quality Management Systems, Business Development, Acquisition Integration, and general management. Ms. Boyland served as a member of the Audit and Nominating and Governance Committees of the Board of Directors of Chesapeake Energy Corporation (NYSE: CHK) from December 2016 to January 2021. Ms. Boyland received a FedEx Corporate Five Star Award for the transformation of its Service Quality Index, which internally measures critical experience touchpoints that drive FedEx customer loyalty. Ms. Boyland currently sits on the board of the Memphis Brooks Museum and is a sponsor for Teach For America. | | | Ms. Francis brings to our board her experience as a Chief Executive Officer, director, strategic advisor and investor with a deep knowledge of corporate governance and a strong track record of building businesses in the technology and transportation sectors. | | Ms. Boyland brings to our Board significant experience leading operational and logistical transformation at global companies. In addition, through her leadership role with a large, global company in the transportation industry, she has insight into the business practices, including future-focused logistics and supply chain knowledge, that are critical to the success of Vontier. | |

  12. For Terms Expiring at this Annual Meeting

    | | | | | | | Robert L. Eatroff Director | | David M. Foulkes Director | | Director since: March 2021 | | Director since: March 2023 | | | Committees: Audit | | Committees: Compensation and Management Development Nominating and Governance | | | Robert L. Eatroff has served as a member of our Board of Directors since March 2021. As Executive Vice President of Global Corporate Development and Strategy for Comcast Corporation since January 2016, Mr. Eatroff manages Comcast NBCUniversal’s Corporate Development and leads its mergers and acquisitions (“M&A”) efforts and other strategic initiatives. Prior to joining Comcast, Mr. Eatroff spent more than 20 years at Morgan Stanley’s investment banking division, where he served as lead advisor on some of the firm’s largest and most high-profile M&A transactions and held many leadership positions, including Managing Director, Investment Banking Division and Head-Mergers and Acquisitions-Americas. | | David M. Foulkes has served as a member of our Board of Directors since March 2023. Mr. Foulkes has served as Chief Executive Officer and director for Brunswick Corporation (“Brunswick”) (NYSE: BC) since January 2019. Prior to his role as CEO, Mr. Foulkes served as Brunswick’s Chief Technology Officer and President, Brunswick Marine Consumer Solutions. Mr. Foulkes joined Brunswick in 2007 and for ten years was the head of product development at Mercury Marine. Since 2012, Mr. Foulkes also has had responsibility for Mercury Racing. Prior to joining Brunswick, Mr. Foulkes spent 18 years with Ford Motor Company in a series of assignments of progressing responsibilities. | | | Mr. Eatroff brings significant experience in capital allocation and M&A to the Board providing the Company valuable perspective on its capital allocation and M&A activities. | | Mr. Foulkes brings to our Board extensive experience in technology and innovation and a deep understanding of global operations and manufacturing. | |

  13. For Terms Expiring at this Annual Meeting

    | | | | | | | Christopher J. Klein Director | | Mark D. Morelli Chief Executive Officer and Director | | Director since: December 2020 | | Director since: October 2020 | | | Committees: Compensation and Management Development (Chair) | | Committees: None | | | Christopher J. Klein has served as a member of our Board of Directors since December 2020 and as a member of the Board of Directors of Thor Industries (NYSE: THO) since December 2017 and is a member of its Nominating and Compensation and Developments Committees. Mr. Klein has also served as a member of the Board of Directors of W.W. Grainger, Inc. (NYSE: GWW) since December 2023. Mr. Klein served as the Executive Chairman of the Board of Directors of Fortune Brands Home & Security, Inc., a leading manufacturer of home and security products until December 2020, having retired as Chief Executive Officer in January 2020. He joined Fortune Brands, Inc. in 2003 and held corporate strategy, business development and operational positions, and served in the role of Chief Executive Officer of Fortune Brands Home & Security from 2010 to January 2020, taking the company public in a spin- off in 2011. Prior to joining Fortune Brands, Inc., Mr. Klein held key strategy and operating positions at Bank One Corporation. Previously, he was a partner at McKinsey & Company, a global management consulting firm where he spent eight years in the firm's Chicago office. Mr. Klein spent his early career in commercial banking, at both ABN/AMRO and First Chicago. | | Mark D. Morelli has served as our President and Chief Executive Officer since January 2020. Mr. Morelli has served as a member of the Board of Directors of Xylem Inc. (NYSE: XYL) since February 2022. He also serves as chair of Xylem's Leadership Development and Compensation Committee and is a member of the Audit Committee. Mr. Morelli previously served as President and Chief Executive Officer of Columbus McKinnon Corporation from February 2017 to January 2020 and prior to that served as President and Chief Operating Officer of Brooks Automation, Inc. from January 2012 to March 2016. Prior to serving at Brooks Automation, Inc., Mr. Morelli was the Chief Executive Officer of Energy Conversion Devices, an alternative energy company (which voluntarily filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code within one year after the date on which Mr. Morelli ceased to serve as its Chief Executive Officer). Prior to that, Mr. Morelli served in various positions with United Technologies Corporation from June 1993 to September 2007, where he progressed through product management, marketing, strategy and increasing responsibilities of general management. Mr. Morelli began his career as a U.S. Army officer and helicopter pilot. | | | Mr. Klein brings to our Board extensive public company and operational leadership experience, including management experience as Chief Executive Officer of a public company as well as significant corporate strategy experience. | | Mr. Morelli brings to our Board a track record of driving improvements in innovation to accelerate long-term growth and has demonstrated a strategic ability to transform a company portfolio for long- term value generation, both of which are key to our success. Mr. Morelli also has experience building resilient and high-performing teams and cultures. | |

  14. For Terms Expiring at this Annual Meeting

    | | | | | | | Maryrose Sylvester Director | | J. Darrell Thomas Director | | Director since: March 2021 | | Director since: June 2024 | | | Committees: Compensation & Management Development, Nominating and Governance | | Committees: Audit | | | Ms. Sylvester has served as a member of our Board of Directors since March 2021. Since 2016, Ms. Sylvester has served on the board of Harley-Davidson, Inc. (NYSE: HOG) and is chair of its Human Resources Committee and serves as a member of its Nominating and Corporate Governance and Sustainability and Safety Committees. Since March 2021, Ms. Sylvester has served on the board of Waste Management, Inc. (NYSE: WM) and is a member of its Management Development and Compensation and Nominating and Governance Committees. Since September 2022, Ms. Sylvester has served on the board of Flex (NASDAQ: FLEX) and is a member of Flex's Compensation and People Committee. From June 2019 to August 2020, Ms. Sylvester was the U.S. Managing Director and U.S. Head of Electrification of ABB Group, a global technology company, operating mainly in areas of electrification, robotics, power, and automation. Prior to joining ABB Group, Ms. Sylvester spent more than 30 years at General Electric, where she held a number of leadership roles, including serving as President and Chief Executive Officer of each of GE Lighting, GE Intelligent Platforms, which focused on automation, and GE Current, a digital power service business that delivers integrated energy systems. | | J. Darrell Thomas has served as a member of our Board since June 2024. In 2020, Mr. Thomas joined the board of British American Tobacco plc and was appointed as its Audit Committee chair in April 2024. Mr. Thomas joined the Board of Directors of Dorman, Inc in 2021 and serves on the Audit, Compensation and Nominating and Corporate Governance Committees. Mr. Thomas previously held several senior finance positions at Harley Davidson, Inc., including Interim Chief Financial Officer for Harley-Davidson, Inc. from July 2020 to September 2020, Chief Financial Officer for Harley- Davidson Financial Services, Inc. from January 2018 to June 2020 and Vice President and Treasurer for Harley- Davidson, Inc. from June 2010 through April 2022. Prior to joining Harley Davidson, Mr. Thomas served as Vice President and Assistant Treasurer during his seven years at PepsiCo, Inc. and had a nineteen-year career in banking with Commerzbank Securities, Swiss Re New Markets, ABN Amro Bank and Citicorp/Citibank where he held various capital markets and corporate finance roles. | | | Ms. Sylvester brings to our Board significant experience transforming industrial businesses that is consistent with our ongoing portfolio transformation. Ms. Sylvester also brings extensive knowledge regarding marketing at an international company as well as in engineering product development in areas like energy storage and EV charging, both of which are instrumental to help guide our businesses. | | Mr. Thomas brings to our Board significant experience with corporate finance, capital markets, risk management and investor relations, enabling him to provide valuable guidance on our strategic plan. | |

  15. Compensation and Management Development Committee

    | • | reviewing and making recommendations to the Board with respect to the form and amounts of director compensation; |

  16. Policy

    | 28 | 2025 PROXY STATEMENT | Director Compensation | |

  17. Director Compensation

    Director Compensation The general policy of our Board is that compensation for non-employee directors should be competitive with similarly situated companies and should be comprised of a mix of cash and equity. Our Compensation and Management Development Committee reviews market data every other year prepared by the independent compensation consultant regarding comparable director compensation programs. Since we became public, with the exception of adding annual retainers for the chair and non-employee, non-chair members of the Capital Deployment Advisory Group in December 2022, our non-employee director compensation (annual cash retainers and equity awards) has not changed.

  18. Summary of Director Compensation

    Summary of Director Compensation Pursuant to our non-employee director compensation policy, each of our non-employee directors will receive the following compensation:

  19. Summary of Director Compensation

    | • | An annual retainer of $100,000, payable in cash and/or restricted stock units (“RSUs”) pursuant to an election made by each director in the prior year under the terms of our Non-Employee Directors’ Deferred Compensation Plan, as described more fully below (the “Election”). |

  20. Summary of Director Compensation

    | • | An annual equity award with a target award value of $175,000, comprised of RSUs. The RSUs will vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of our stockholders following the grant date. The distribution of RSUs may be deferred under the terms of our Non-Employee Directors’ Deferred Compensation Plan. |

  21. Summary of Director Compensation

    | • | Reimbursement for out-of-pocket expenses, including travel expenses and expenses for education, related to the director’s service on the Board. |

  22. Summary of Director Compensation

    In addition to the foregoing amounts:

  23. Summary of Director Compensation

    | • | The Board chair will receive an annual retainer of $92,500, payable pursuant to the Election and an annual equity award with a target value of $92,500 (divided either equally between options and RSUs or comprised solely of RSUs, in each case, as described above for purposes of the annual equity award). |

  24. Summary of Director Compensation

    | • | The chair of the Audit Committee will receive an annual retainer of $25,000, the chair of the Compensation and Management Development Committee will receive an annual retainer of $20,000, the chair of the Nominating and Governance Committee will receive an annual retainer of $15,000 and the chair of the Capital Deployment Advisory Group will receive an annual retainer of $20,000, in each case, payable pursuant to the Election. |

  25. Summary of Director Compensation

    | • | Each non-chair member of the Audit Committee will receive an annual retainer of $15,000, each non-chair member of the Compensation and Management Development Committee will receive an annual retainer of $10,000, each non-chair member of the Nominating and Governance Committee will receive an annual retainer of $7,500, and each non-employee, non-chair member of the Capital Deployment Advisory Group will receive an annual retainer of $10,000, in each case, payable pursuant to the Election. |

  26. Summary of Director Compensation

    As described above, pursuant to our Non-Employee Directors’ Deferred Compensation Plan, each non-employee director may make an election during the prior year (subject to certain exceptions for newly appointed directors) to receive his or her annual retainer, including the base annual retainer payable to all non-employee directors, the additional annual retainer payable to the Board chair, and the additional annual retainers payable to the committee chairs and non-chair members, in the form of:

  27. Summary of Director Compensation

    | • | cash payable in four equal installments following each quarter of service; or |

  28. Summary of Director Compensation

    | • | RSUs with a target value equal to the annual retainer and granted concurrently with the annual equity award (as described above) that the directors may choose to defer distribution under the terms of the Non-Employee Directors’ Deferred Compensation Plan. |

  29. Summary of Director Compensation

    | Director Compensation | | 29 |

  30. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation earned or paid to the non-employee directors for the year ended December 31, 2024. Mr. Morelli is a member of the Board but does not receive any additional compensation for services provided as a director.

  31. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Gloria R. Boyland | 130,000 | 171,150 | 301,150 | | David Foulkes | 113,125 | 171,150 | 284,275 | | Karen C. Francis | 211,458 | 261,747 | 473,205 | | Robert L. Eatroff | — | 306,553 | 306,553 | | Martin Gafinowitz | 116,250 | 171,150 | 287,400 | | Christopher J. Klein | 134,375 | 171,150 | 305,525 | | Andrew D. Miller | 135,000 | 171,150 | 306,150 | | Maryrose Sylvester | 120,417 | 171,150 | 291,567 | | J. Darrell Thomas | 68,750 | 170,080 | 238,830 |

  32. Director Compensation Table

    | (1) The amounts reflected in this column represents the aggregate grant date fair value of the applicable award computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). With respect to stock awards, generally the grant date fair value under ASC 718 is calculated based on the number of shares of our Common Stock underlying the award, multiplied by the closing price of a share of our Common Stock on the date of grant. |

  33. Director Compensation Table

    | (2) Pursuant to the Non-Employee Directors’ Deferred Compensation Plan, each of the directors was entitled to defer up to 100% of the annual retainer into RSUs with a target value equal to the amount of the annual retainer deferred. Ms. Boyland and Ms. Francis elected to defer their annual stock award and Mr. Eatroff elected to defer 100% of his cash fees and annual stock award. Since RSUs granted in 2024 for the annual retainer deferred are accounted for under ASC 718, they are reported under the “Stock Awards” column in the table above. All stock awards are outstanding as of December 31, 2024. |

  34. Director Compensation Table

    | 30 | 2025 PROXY STATEMENT | Proposal 2. Ratification of Independent Registered Public Accounting Firm | |

  35. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

    | • | Long-Term Incentive Compensation: Our Long-Term Incentive Plan (“LTIP”) awards are designed to align executive pay with long-term value creation for our stockholders. |

  36. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

    | • | For 2024, the NEOs received LTIP awards consisting of a mix of Performance Share Units (“PSUs”) and Restricted Stock Units (“RSUs”). To continue to strengthen alignment with stockholders, the Compensation and Management Development Committee increased the emphasis on performance-based equity for the CEO by granting a mix of 54% PSUs and 46% RSUs. The annual LTIP awards for all other NEOs continue to be comprised of 50% PSUs and 50% RSUs. |

  37. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

    | | | | | Implement Core Executive Compensation Principles Designed to Promote Alignment with the Interest of Stockholders | | | Performance Measures Aligned with Business Objectives | | | Pay for Performance | | | Maintain Stock Ownership Requirements | | | Maintain a Compensation Recoupment Policy | | | Maintain Market Competitive Vesting Schedules for Equity Awards | | | Require Minimum Vesting Schedule under our Equity Plan | | | Annual Compensation Risk Assessment | | | Engage an Independent Compensation Consultant | | | Limit Perquisites | | | Incorporate Long-Term Performance-Based Equity Awards for Executive Officers |

  38. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

    | | | | | No Excise Tax Gross-Ups | | | No “Single-Trigger” Change-in-Control Severance Benefits or Change-in-Control Equity Vesting | | | No Pledging of our Common Stock by Executive Officers | | | No Hedging Transactions by Executive Officers | | | No Evergreen Provision in Stock Incentive Plan | | | No Repricing of Stock Options | | | No Liberal Share Recycling under Stock Incentive Plan | | | No Liberal Definition of Change-in-Control | | | No Defined Benefit Plans for Executive Officers |

  39. 2024 Pay Mix(1)

    | Compensation and Management Development Committee | • Review and approve goals and objectives with respect to the compensation of, and any employment agreement, severance agreement, change in control agreement, and other compensatory agreements or plans for, the CEO and the other executive officers • Annually evaluate the performance of the CEO and the other executive officers in light of these goals and objectives and such other factors as the Compensation and Management Development Committee deems appropriate • Determine and approve the compensation for the CEO and the other executive officers • Oversee the leadership development and succession plans for senior leadership; review the talent management programs and human capital initiatives for the Company | | Board of Directors and Management | • The Compensation and Management Development Committee consults the Board of Directors, the CEO, and other members of management as the Compensation and Management Development Committee evaluates performance of, and establishes the compensation programs and policies for, our executive officers | | Independent Compensation Consultant to the Compensation and Management Development Committee | • Provides independent advice, research and analysis on topics such as the compensation of our NEOs and non-employee directors, executive compensation trends and companies that may be utilized for comparative purposes • Participate in meetings of the Compensation and Management Development Committee and communicates with the Chair of the Compensation and Management Development Committee between its meetings |

  40. 2024 Pay Mix(1)

    The Compensation and Management Development Committee continues to engage Pearl Meyer as its independent compensation consultant. Pearl Meyer reports directly to the Compensation and Management Development Committee, and the Compensation and Management Development Committee may replace the firm or hire additional consultants or advisors at any time. The Compensation and Management Development Committee and the Board of Directors of Vontier are ultimately responsible for making decisions regarding the compensation of our executive officers after considering input from its consultant. The Compensation and Management Development Committee has assessed the independence of Pearl Meyer based on NYSE listing standards and applicable SEC regulations and concluded that Pearl Meyer’s work does not raise any conflict of interest. Competitive Market Data An important element of our overall compensation philosophy is to deliver a total pay opportunity that is competitive in the market. As a result, the Compensation and Management Development Committee will consider the executive compensation practices of companies in a peer group that was selected in consultation with Pearl Meyer, as one of several factors used in setting executive compensation. The Compensation and Management Development Committee does not target a specific percentile range within the peer group when determining the compensation of our NEOs. Instead, the Compensation and Management Development Committee uses the publicly filed data provided by the peer group as one reference point that is useful for determining the form and amount of compensation. The Compensation and Management Development Committee does not rely solely on peer group pay practices. The Compensation and Management Development Committee considers competitive data from relevant, published compensation surveys and custom research as other sources of competitive data.

  41. 2024 Pay Mix(1)

    The Compensation and Management Development Committee will review the peer group each year with the assistance of its independent compensation consultant. In deciding whether a company should be included in the peer group, the Compensation and Management Development Committee considered, among other factors, the business model, end market exposure, product type and revenue size of companies considered for the peer group. In September 2023, the Compensation and Management Development Committee reviewed potential peer companies with an industrial and information technology focus. The Compensation and Management Development Committee, after consulting with Pearl Meyer and management, added Flowserve Corporation, Gates Industrial Corporation and Regal Rexnord Corporation and removed Altra Industrial Motion Corp due to the company being acquired as well as Rockwell Automation and Zurn Water Solutions due to size and industry differences and approved the 2024 peer group consisting of the following companies:

  42. 2024 Pay Mix(1)

    Annual Incentive Compensation In order to align our executive compensation program with our business strategy, reward annual performance by our executive officers based on the achievement of key operational and financial measures, and motivate and reward high individual performance, we provide annual cash bonuses to executives based on the achievement of annual performance measures relating to our business and the executive’s personal performance. Final award payouts cannot exceed 200% of target award opportunities.

  43. 2024 Pay Mix(1)

    | NEO | Target Annual Incentive Compensation | | Mark D. Morelli | 150% | | Anshooman Aga | 100% | | Kathryn K. Rowen | 90% |

  44. 2024 Pay Mix(1)

    Determination of the Actual 2024 Annual Incentive Award Payout We provide annual incentives to our NEOs under our Incentive Compensation Plan (“ICP”). The ICP provides cash awards to executives based on the achievement of annual performance metrics relating to our business and may be modified based on an executive’s personal performance. In 2024, the target award opportunity for each NEO was equal to the NEO’s annual base salary as of December 31, 2024 multiplied by the relevant target award percentage(s) applicable set forth above. Ms. Rowen’s ICP target increased from 70% to 90% due to her taking on an expanded role overseeing the legal, human resources, marketing and communications functions. This increase brought her closer to the target total cash benchmark. The 2024 actual award was equal to target award opportunity percentage(s) multiplied by a Company Financial Factor (“CFF”) as well as a Personal Performance Factor (“PPF”), described in more detail below. The CFF opportunity for the corporate NEOs was 0-200% of target. The 2024 CFF for the NEOs was based on the combined performance of Vontier’s operating companies against the following metrics:

  45. 2024 Pay Mix(1)

    | Name | Annual Base Salary ($) | Target Annual Incentive Compensation (% of Base Salary) | Target Annual Incentive Compensation ($) | Target Annual Incentive Compensation Multiplied by CFF | Total Incentive Compensation Payout(1) | | Mark D. Morelli | $1,112,400 | 150% | $1,668,600 | $1,234,764 | $1,234,764 | | Anshooman Aga | $644,000 | 100% | $644,000 | $476,560 | $476,560 | | Kathryn K. Rowen | $590,000 | 90% | $531,000 | $392,940 | $392,940 |

  46. 2024 Pay Mix(1)

    | (1) The PPF for each executive officer was 1.0, which did not result in an adjustment to the incentive compensation payout up or down. |

  47. 2024 Pay Mix(1)

    Long-Term Incentive Compensation Our long-term incentive compensation program is designed to drive sustainable performance that delivers long-term value to stockholders, help retain executive talent through multi-year vesting schedules and align the interest of the NEOs with those of Vontier’s stockholders. The 2024 annual LTIP award for Mr. Morelli was comprised of 54% PSUs and 46% RSUs and for Mr. Aga and Ms. Rowen 50% PSUs and 50% RSUs. PSUs are earned based on two, three-year metrics comprised of 50% Total Adjusted Operating Profit Margin Expansion and 50% three-year Core Revenue Growth (also referred to as Core Sales Growth), which then may be modified ±15% based on TSR relative to the S&P 500 companies over a three-year period. *Final Payouts will be interpolated between performance levels noted in this chart.

  48. 2024 Pay Mix(1)

    The table below shows the target annual LTIP values for PSUs (at target) and RSUs granted for fiscal year 2024 for each of the NEOs:

  49. 2024 Pay Mix(1)

    | Name | PSUs (at Target) | RSUs | Total Value* | | Mark D. Morelli | $3,175,000 | $2,675,000 | $5,850,000 | | Anshooman Aga | $887,500 | $887,500 | $1,775,000 | | Kathryn K. Rowen | $537,500 | $537,500 | $1,075,000 |

  50. 2024 Pay Mix(1)

    | * Award amounts for PSUs and RSUs were determined based on the twenty-day average closing price leading up to and including the date of grant on February 19, 2024, which was $36.08. |

  51. 2024 Pay Mix(1)

    Performance-Based Stock Option Incentive Program To better align executive decision-making with stockholder interests and strengthen the connection between pay and stock performance, the Compensation and Management Development Committee introduced a performance-based stock option incentive program in 2024 as part of its approach to equity grants. This change increases at-risk compensation while fostering long-term value creation since stock options generate value exclusively through stock price growth, ensuring a strong focus on driving sustainable performance. On February 19, 2024, as part of the launch of the performance-based stock option incentive program, the Compensation and Management Development Committee approved an initial grant for the NEOs that vests over three years, with 50% vesting on the first anniversary of the grant date and 25% vesting on each of the following two anniversaries. Mr. Morelli received 30,000 stock options while Mr. Aga and Ms. Rowen each received 20,000 stock options, valued at $476,100, $317,400, and $317,400, respectively. Stock Options were valued using a Black-Scholes value of $15.87. At the same time, the Committee provided NEOs with the opportunity to earn a grant of stock options in the first quarter of the next calendar year, contingent on the Company meeting or exceeding specific performance goals established in the prior year. If granted, these performance-based stock options vests over three years, with 50% vesting on the first anniversary of the grant date and 25% vesting on each of the following two anniversaries. However, if the performance goals are not achieved, the stock options are not granted. In early 2024, the Committee set pre-established Adjusted Earnings Per Share (“EPS”) goals as the performance metric for NEOs to earn stock options in the first quarter of 2025 as follows:

  52. 2024 Pay Mix(1)

    | 2024 Adjusted EPS Goals | Eligible Number of Stock Options to Be Granted | | < $3.00 | 0% of Target | | $3.00 ≤ $3.10 | 75% of Target | | > $3.10 | 100% of Target |

  53. 2024 Pay Mix(1)

    Messrs. Morelli and Aga and Ms. Rowen each had target stock option grant opportunities of 30,000, 20,000, and 20,000 respectively. However, the Company’s EPS for the 2024 performance period fell below the threshold, and as a result, the NEOs were not eligible for a stock option grant in the first quarter of 2025. PSUs Earned and Vested in 2024 In addition, in February 2025, the Compensation and Management Development Committee evaluated the 2022 PSU awards for Mr. Morelli and Ms. Rowen. These awards were based on the Company’s EPS performance over the 2022–2024 performance period, adjusted by an rTSR modifier relative to the S&P 500. While the rTSR reached the 61st percentile, the Company’s EPS was below threshold, resulting in 0% of target PSUs being earned by the NEOs.

  54. Stock Ownership Requirements

    | Name And Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(2) | Total ($) | | Mark D. Morelli, President and Chief Executive Officer | 2024 | 1,112,857 | — | 6,923,752 | 476,100 | 1,234,764 | 196,096 | 9,943,569 | | | 2023 | 1,072,500 | — | 5,953,567 | — | 2,106,000 | 192,856 | 9,324,923 | | | 2022 | 1,037,500 | — | 4,197,627 | — | 945,000 | 178,300 | 6,358,427 | | Anshooman Aga, Senior Vice President, Chief Financial Officer | 2024 | 644,204 | — | 2,093,952 | 317,400 | 476,560 | 113,246 | 3,645,362 | | | 2023 | 625,000 | — | 1,669,199 | — | 812,500 | 290,537 | 3,397,236 | | | 2022 | 216,346 | 600,000 | 1,596,141 | — | 128,425 | 319,716 | 2,860,628 | | Kathryn K. Rowen, Senior Vice President, Chief Administrative Officer | 2024 | 590,164 | — | 1,268,288 | 317,400 | 392,940 | 96,699 | 2,665,491 | | | 2023 | 561,875 | — | 1,112,890 | — | 520,975 | 87,016 | 2,282,756 | | | 2022 | 532,250 | — | 893,283 | — | 222,600 | 85,486 | 1,733,619 |

  55. Stock Ownership Requirements

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($MM)(6) | Adjusted Operating Profit ($MM)(7) | | | | | | | TSR(4) | Peer Group TSR(5) | | | | 2024 | $9,943,569 | $6,179,460 | $3,155,427 | $2,249,541 | $110.24 | $175.99 | $422.2 | $638.7 | | 2023 | $9,324,923 | $18,677,596 | $2,839,996 | $4,172,979 | $104.16 | $149.82 | $376.9 | $664.3 | | 2022 | $6,358,427 | ($110,112) | $2,300,506 | $408,028 | $58.08 | $126.82 | $401.3 | $716.2 | | 2021 | $8,686,894 | $5,819,382 | $2,599,946 | $1,802,544 | $91.94 | $134.17 | $413.0 | $684.8 | | 2020 | $19,603,296 | $10,693,129 | $4,262,389 | $2,431,212 | $99.70 | $110.78 | $342.0 | $579.0 |

  56. Stock Ownership Requirements

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Morelli, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Morelli during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Morelli’s total compensation for each year to determine the compensation actually paid: |

  57. Stock Ownership Requirements

    | Year | Summary Compensation Table Total for PEO | Exclusion of Stock Awards and Option Awards(a) | Inclusion of Equity Values(b) | Compensation Actually Paid to PEO | | 2024 | $9,943,569 | $7,399,852 | $3,635,743 | $6,179,460 | | 2023 | $9,324,923 | $5,953,567 | $15,306,240 | $18,677,596 | | 2022 | $6,358,427 | $4,197,627 | ($2,270,912) | ($110,112) | | 2021 | $8,686,894 | $4,496,611 | $1,629,099 | $5,819,382 | | 2020 | $19,603,296 | $13,025,513 | $4,115,346 | $10,693,129 |

  58. Stock Ownership Requirements

    | (3) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Morelli), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Morelli) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Morelli) for each year to determine the average compensation actually paid, using the same methodology described above in Note 2: |