DEF 14A of Vontier Corp, Apr 10, 2026

DEF 14A of Vontier Corp

Filed Apr 10, 2026 · FY20250001628280-26-024579

Open on EDGAR

  1. Proposal 1. Election of Directors

    Proposal 1. Election of Directors

  2. 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 2027 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. As of the date hereof, the average board tenure is approximately four years.

  3. Election of Directors

    | GENDER | ETHNICITY/RACE | INDEPENDENCE |

  4. Election of Directors

    | 38% Women | 25% Ethnically Diverse | 88% Independent |

  5. Election of Directors

    | Proposal 1. Election of Directors | | 11 |

  6. 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.

  7. Attributes, Skills, Qualification and Diversity of Directors

    | | Boyland | Eatroff | Francis | Foulkes | Klein | 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 | | | | | | | | • |

  8. Attributes, Skills, Qualification and Diversity of Directors

    | 12 | | 2026 PROXY STATEMENT | Proposal 1. Election of Directors | |

  9. Director Nominees—

    Director Nominees—

  10. For Terms Expiring at the Annual Meeting

    | | | Karen C. Francis Director | | | Gloria R. Boyland Director | | | Director since: September 2020 | | | Director since: October 2020 | | | | Committees: Audit, 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 boards of the Memphis Art Museum and Methodist Le Bonheur Healthcare 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. | |

  11. For Terms Expiring at the 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. | |

  12. For Terms Expiring at the Annual Meeting

    | | | Mark D. Morelli Chief Executive Officer and Director | | | Maryrose Sylvester Director | | | Director since: October 2020 | | | Director since: March 2021 | | | | Committees: None | | | Committees: Compensation & Management Development, Nominating and Governance | | | 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. | | | 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 and Sustainability and Safety Committees and serves as a member of its Nominating and Corporate Governance Committee. 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 chair of Flex's Compensation and People Committee and a member of its Nominating, Governance and Public Responsibility 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. | | | | | 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. | | | 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. | |

  13. For Terms Expiring at the Annual Meeting

    | | | J. Darrell Thomas Director | | | Director since: June 2024 | | | | Committees: Audit (Chair) | | | 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. | | | | | 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. | |

  14. Policy

    | Director Compensation | | 25 |

  15. 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, members of the Capital Deployment Advisory Group in December 2022, our non-employee director compensation (annual cash retainers and equity awards) has not changed.

  16. 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: •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”). •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. •Reimbursement for out-of-pocket expenses, including travel expenses and expenses for education, related to the director’s service on the Board. In addition to the foregoing amounts: •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). •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. •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. 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: •Cash payable in four equal installments following each quarter of service; or •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.

  17. Summary of Director Compensation

    | 26 | | 2026 PROXY STATEMENT | Director Compensation | |

  18. 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, 2025. Mr. Morelli is a member of the Board but does not receive any additional compensation for services provided as a director.

  19. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Gloria R. Boyland | 130,000 | 179,650 | 309,650 | | David Foulkes | 117,500 | 179,650 | 297,150 | | Karen C. Francis | 218,750 | 274,685 | 493,435 | | Robert L. Eatroff | — | 314,349 | 314,349 | | Martin Gafinowitz(3) | 52,083 | — | 52,083 | | Christopher J. Klein | 130,000 | 179,650 | 309,650 | | Andrew D. Miller (4) | 56,250 | — | 56,250 | | Maryrose Sylvester | 117,500 | 179,650 | 297,150 | | J. Darrell Thomas | 130,833 | 179,650 | 310,483 |

  20. 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. (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 2025 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, 2025. (3)Mr. Gafinowtiz did not stand for re-election to the Board at the 2025 Annual Meeting of Stockholders. (4)Mr. Miller did not stand for re-election to the Board at the 2025 Annual Meeting of Stockholders.

  21. Director Compensation Table

    | Proposal 2. Ratification of Independent Registered Public Accounting Firm | | 27 |

  22. 2025 Executive Compensation Highlights

    2025 Executive Compensation Highlights The Company is encouraged by its 2025 performance, which is appropriately reflected in the executive compensation outcomes consistent with its pay-for-performance philosophy. Based on our executive total reward philosophy, the Compensation and Management Development Committee took the following compensation actions in 2025: •Base Salary: The Compensation and Management Development Committee provided base salary increases ranging from 3% to 4.1% each to Mr. Morelli, Mr. Aga and Ms. Rowen, based on a review of market median data and performance. See additional details in the “2025 Compensation Decisions” section under “Base Salary.” •Incentive Compensation Plan (“ICP”): For 2025, ICP awards for the NEOs were based 100% on the Company's financial performance, as measured by three key metrics aligned with our strategic objectives. The Personal Performance Factor was eliminated to enhance consistency across the leadership team and to further emphasize accountability for results that drive stockholder value. For 2025, the Compensation and Management Development Committee approved a Corporate Financial Factor of 121% based on the overall performance against the Company financial metrics. Actual ICP awards for the NEO’s are described in detail in the “2025 Compensation Decisions” section under “Annual Incentive Compensation.” •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. For 2025, 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 60% PSUs and 40% RSUs. The annual LTIP awards for all other NEOs continue to be comprised of 50% PSUs and 50% RSUs. As disclosed last year, to better align executive decision-making with stockholder interests and strengthen the connection between pay and stock performance, the Compensation and Management Development Committee also introduced a performance-based stock option incentive program as part of its approach to annual equity grants. This approach increases at-risk compensation while fostering long-term value creation since stock options are earned based on the attainment of pre-established financial hurdles and generate value exclusively through stock price growth, ensuring a strong focus on driving sustainable performance. As part of the performance-based stock option incentive program, the Compensation and Management Development Committee provided NEOs with the opportunity to earn a grant of stock options in the first quarter of each subsequent calendar year, contingent on the Company meeting or exceeding specific performance goals established in the prior year. The stock options are only issued upon achievement of these goals.

  23. 2025 Executive Compensation Highlights

    In the first quarter of 2025, 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 2026. In February 2026, the Compensation and Management Development Committee determined that the Company’s adjusted EPS for the 2025 performance period exceeded performance, and as a result, the NEOs were eligible for a stock option grant in the first quarter of 2026. In addition, in February 2026, the Compensation and Management Development Committee evaluated the 2023 PSU awards for Mr. Morelli, Mr. Aga and Ms. Rowen. These awards were based on the Company’s adjusted EPS performance over the 2023–2025 performance period, adjusted by a relative Total Stockholder Return (“rTSR”) modifier relative to the S&P 500. The Company's adjusted EPS achievement was 91.4% of target and rTSR reached the 83rd percentile, resulting in 65.7% of target PSUs being earned by the NEOs.

  24. 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 |

  25. 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 |

  26. Elements of Executive Compensation

    Elements of Executive Compensation Consistent with our executive compensation philosophy, we have adopted a compensation program that includes a mix of cash and equity-based compensation. While fixed compensation is important to provide a stable source of income, we believe that executive compensation should include a significant portion of variable and at-risk compensation with a strong emphasis on the long-term incentives directly linked to stockholder value in the form of equity awards. The following table sets forth the principal elements of our compensation program:

  27. Elements of Executive Compensation

    | Element | Form of Compensation | Primary Objectives | | Base Salary | •Cash | •Help attract and retain top talent •Provide stable source of income •Recognize day-to-day role and scope of responsibility | | Annual Incentive Compensation | •Cash | •Reward annual performance on key operational and financial measures | | Long-Term Incentive Compensation | •PSUs •RSUs •Stock Options | •Drive sustainable performance that delivers long-term value to our stockholders •Help retain executive talent through multi-year vesting schedules •Align the interest of the executive with those of our stockholders | | Other Compensation | •Employee Benefit Plans •Severance Benefits | •Provide competitive compensation at an actual cost to Vontier lower than the perceived value to the executives |

  28. 2025 Executive Compensation Decision Making

    | 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 compensation for the CEO and the other executive officers •Oversee 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 |

  29. Competitive Market Data

    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. 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.

  30. Competitive Market Data

    | Compensation Discussion and Analysis | | 35 |

  31. Competitive Market Data

    In August 2024, 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, approved the 2025 peer group consisting of the companies listed below. There were no changes to the peer group for 2025:

  32. Competitive Market Data

    | AMETEK, Inc. | Flowserve Corporation | ITT Inc. | | Carlisle Companies Incorporated | Franklin Electric Co., Inc. | Lincoln Electric Holdings, Inc. | | Crane Co. | Gates Industrial Corporation | Regal Rexnord Corporation | | Donaldson Company, Inc. | IDEX Corporation | Snap-on Incorporated | | Dover Corporation | Ingersoll Rand Inc. | Trimble Inc. |

  33. Competitive Market Data

    In September 2025, the Compensation and Management Development Committee, in consultation with Pearl Meyer and management, approved the 2026 peer group consisting of the companies listed below to encompass technology-focused companies and to better align with peer group revenue, market cap and employee count. AMETEK, Inc., Carlisle Companies, Inc. and Ingersoll Rand Inc. were removed. ESCO Technologies Inc., Fortive Corporation, Itron, Inc., Nordson Corporation, OSI Systems, Inc. and WEX, Inc. were added for 2026.

  34. Competitive Market Data

    | Industrial Companies | Industrial Tech Companies | Technology Companies | | Crane Co. | Dover Corporation | OSI Systems, Inc. | | Donaldson Company, Inc. | ESCO Technologies, Inc. | WEX, Inc. | | Flowserve Corporation | Fortive Corporation | | | Franklin Electric Co., Inc. | IDEX Corporation | | | Gates Industrial | ITRON, Inc. | | | ITT Inc. | Nordson Corporation | | | Lincoln Electric Holdings, Inc. | Snap-on Incorporated | | | Regal Rexnord | Trimble Inc. | |

  35. Annual Incentive Compensation

    Annual Incentive Compensation In order to align our executive compensation program with our business strategy and reward annual performance by our executive officers based on the achievement of key operational and financial measures, we provide annual cash bonuses that are determined solely by performance against pre-established Company-wide financial metrics. This approach reinforces collective accountability and ensures a strong linkage between executive pay and Company performance. Final award payouts cannot exceed 200% of target award opportunities.

  36. Annual Incentive Compensation

    | 36 | | 2026 PROXY STATEMENT | Compensation Discussion and Analysis | |

  37. Annual Incentive Compensation

    During fiscal year 2025, target annual incentive opportunities were as follows:

  38. Annual Incentive Compensation

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

  39. Determination of the Actual 2025 Annual Incentive Award Payout

    Determination of the Actual 2025 Annual Incentive Award Payout We provide annual cash incentives to our NEOs under our Incentive Compensation Plan (“ICP”). For 2025, each NEO's target award opportunity was equal to the NEO's annual base salary as of December 31, 2025 multiplied by the applicable target award percentage set forth above. Actual awards were determined by applying the Company Financial Factor (“CFF”) to the target award opportunity. The CFF opportunity for the corporate NEOs ranged from 0 to 200% of target. The 2025 CFF for the NEOs was based on the combined performance of Vontier’s operating companies against the following metrics:

  40. Determination of the Actual 2025 Annual Incentive Award Payout

    | Metric | Weight | | Adjusted Operating Profit(1) | 60% | | Core Sales Growth(2) | 25% | | Adjusted Free Cash Flow (“FCF”) Conversion(3) | 15% |

  41. Determination of the Actual 2025 Annual Incentive Award Payout

    (1)Adjusted for non-normal operational items as per our public disclosures. (2)The change in sales excluding (i) sales from acquired and certain divested businesses or exited businesses or product lines not considered discontinued operations; (ii) the impact of currency translation; and (iii) certain other items (when applicable). (3)Free Cash Flow adjusted for non-normal operational items as per our public disclosures, divided by Adjusted Net Earnings, which is net earnings adjusted for non-normal operational items as per our public disclosures. For 2025, the Compensation and Management Development Committee revised the weighting of its annual financial performance measures to increase emphasis on Adjusted Operating Profit, which increased from 50% to 60%. The change reflects the Company's strategic focus on margin expansion and sustainable earnings growth and recognizes the central role of Adjusted Operating Profit in driving long-term stockholder value. Core Sales Growth, reduced from 30% to 25%, remains a critical measure of the business's ability to increase customer demand for products and services over time. Adjusted FCF Conversion, reduced from 20% to 15%, continues to serve as an important indicator of business health and a key contributor to stockholder returns, with the lower weighting reflecting the Company's strong track record of cash flow discipline. In 2025, achievement of these financial measures resulted in a CFF of 121% of target for the NEOs. We do not disclose the specific targets for our operating companies’ performance metrics because sharing this information would reveal insights into the Company’s internal planning processes, including growth projections, operational priorities and market strategies, which are critical to maintaining our competitive advantage. This confidentiality is essential to protect the integrity of our business strategy. The performance metrics—Adjusted Operating Profit, Core Sales Growth, and Adjusted FCF conversion—were based on evaluating a range of factors, including growth outlooks for our respective product portfolios, the competitive environment, our internal budgets, external economic conditions and market expectations. For example, growth rates implicit in targets for any one operating company may be above or below the growth rates targeted for the entire Company, due to faster or slower growth in relevant markets or smaller or larger market shares. These considerations result in operating company targets that are intended to coincide with Company-wide targets in their level of difficulty to achieve and probability for

  42. Determination of the Actual 2025 Annual Incentive Award Payout

    | Compensation Discussion and Analysis | | 37 |

  43. Determination of the Actual 2025 Annual Incentive Award Payout

    success. The performance targets are set at levels that we believe are challenging and which generally constitute an improvement over the prior comparable period, in line with our culture of continuous improvement.

  44. 2025 Payout Results

    2025 Payout Results Based on the Company's performance, the NEOs received the following ICP award payouts for 2025:

  45. 2025 Payout Results

    | 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 | | Mark D. Morelli | $1,145,772 | 150% | $1,718,658 | $2,079,576 | $2,079,576 | | Anshooman Aga | $670,000 | 100% | $670,000 | $810,700 | $810,700 | | Kathryn K. Rowen | $614,000 | 90% | $552,600 | $668,646 | $668,646 |

  46. Long-Term Incentive Compensation

    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 2025 annual LTIP award for Mr. Morelli was comprised of 60% PSUs and 40% 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. For 2025, to address forecasting challenges in an increasingly volatile market, the leverage curves for the financial metrics have been extended above and below target, resulting in increased downside protection combined with a higher level of performance attainment to achieve maximum payout.

  47. Long-Term Incentive Compensation

    | 38 | | 2026 PROXY STATEMENT | Compensation Discussion and Analysis | |

  48. Long-Term Incentive Compensation

    | LONG-TERM INCENTIVE MIX |

  49. Long-Term Incentive Compensation

    | | | | | | | | | 50% Total Adjusted Operating Profit Margin Expansion | | | | | | | | | Performance as % of Target | Payout as % of Target | | | | | | Target | 100% | 100% | | | | | | High Target | 117% | 100% | | Relative Total Stockholder Return modifier (rTSR) | | | | Maximum | 178% | 200% | | | | | | | | | | | Performance | Payout | | | | | | Threshold | < 30th Percentile | -15% | | | | | | Target | 30th to <70th Percentile | no modification | | | | | | Maximum | ≥ 70th Percentile | +15% | | 50% 3-year Core Revenue Growth | | | | | | | | | Performance as % of Target | Payout as % of Target | | | | | | Threshold | (11)% | 0% | | | | | | Path to Target | 56% | 50% | | | | | | Low Target | 89% | 100% | | | | | | Target | 100% | 100% | | | | | | High Target | 111% | 100% | | | | | | Maximum | 167% | 200% | | | | |

  50. Long-Term Incentive Compensation

    *Final Payouts will be interpolated between performance levels noted in this chart. The table below shows the target annual LTIP values for PSUs (at target) and RSUs granted for fiscal year 2025 for each of the NEOs:

  51. Long-Term Incentive Compensation

    | Name | PSUs (at Target) | RSUs | Total Value* | | Mark D. Morelli | $3,630,000 | $2,420,000 | $6,050,000 | | Anshooman Aga | $925,000 | $925,000 | $1,850,000 | | Kathryn K. Rowen | $600,000 | $600,000 | $1,200,000 |

  52. Long-Term Incentive Compensation

    *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 20, 2025, which was $38.60.

  53. Performance-Based Stock Option Incentive Program

    Performance-Based Stock Option Incentive Program As disclosed last year, to better align executive decision-making with stockholder interests and strengthen the connection between pay and stock performance, the Compensation and Management Development Committee also introduced a performance-based stock option incentive program as part of its approach to equity grants. This approach 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. This program provides the NEOs with the opportunity to earn a grant of stock options in the first quarter of the subsequent 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. Target award opportunity by NEOs is as follows: •50,000 options for Mr. Morelli •20,000 options for Mr. Aga and Ms. Rowen

  54. Performance-Based Stock Option Incentive Program

    | Compensation Discussion and Analysis | | 39 |

  55. Performance-Based Stock Option Incentive Program

    In early 2025, 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 2026 as follows:

  56. Performance-Based Stock Option Incentive Program

    | 2025 Adjusted EPS Goals | Eligible Number of Stock Options to Be Granted | | < $2.94 | 0% of Target | | $2.94 ≤ $2.99 | 50% of Target | | $3.00 ≤ $3.08 | 75% of Target | | $3.09 ≤ $3.16 | 100% of Target | | > $3.16 | 125% of Target |

  57. Performance-Based Stock Option Incentive Program

    Based on the Company’s adjusted EPS of $3.20 for the 2025 performance period, the NEOs were eligible for the following stock option grants: •62,500 options for Mr. Morelli •25,000 options for Mr. Aga and Ms. Rowen

  58. PSUs Earned and Vested in 2025

    PSUs Earned and Vested in 2025 In addition, in February 2026, the Compensation and Management Development Committee evaluated the 2023 PSU awards for Mr. Morelli, Mr. Aga and Ms. Rowen. These awards were based on the Company’s adjusted EPS performance over the 2023–2025 performance period, adjusted by an rTSR modifier relative to the S&P 500. The Company's EPS achieved 91.4% of target and rTSR reached the 83rd percentile, resulting in 65.7% of target PSUs being earned by the NEOs.

  59. Recoupment Policy

    Recoupment Policy The Compensation and Management Development Committee has adopted a recoupment policy applicable to our executives, including our NEOs (the “covered persons”), that complies with applicable NYSE and SEC requirements (and is subject to update from time to time should such requirements change) (the “Vontier Corporation Recoupment Policy” or “Policy”). This Policy requires the Committee to recoup certain cash and equity incentive compensation, including both performance-based and time-based equity, paid to certain executives in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. It also permits the Committee, in its discretion, to require recoupment in certain other scenarios and of certain other amounts that are not required by NYSE and SEC, as described below. Under this Policy, the Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts. Specifically, the Committee will recoup: •The portion of any incentive compensation with financial performance measures (including cash and equity) received by any covered person within the three-year period prior to the date such material restatement is first publicly disclosed that would not have been awarded had the consolidated financial statements that are the subject of such restatement been correctly stated. In addition, our Board has the right to require reimbursement of the entire amount of any such incentive compensation payment or equity grant from any covered person whose fraud or other intentional misconduct in our Board’s judgment alone or with others caused such restatement; and •all gains from other equity awards realized by any covered person during the twelve-month period immediately following the original filing of the consolidated financial statements that are the subject of such restatement. In addition, aside from our Policy, above, under the terms of our 2020 Stock Incentive Plan, all outstanding unvested equity awards will be terminated immediately upon, and no employee can exercise any outstanding equity award after, such time he or she is terminated for gross misconduct. Under the terms of the Vontier EDIP, if the administrator determines that termination of an employee’s participation in the Vontier EDIP resulted from the employee’s gross misconduct, the administrator may determine that the employee’s vesting percentage is zero with respect to all balances that were contributed by Vontier.

  60. Severance Benefits

    Severance Benefits

  61. Vontier Corporation Separation Pay Plan for Officers, Key and Senior Executives

    Vontier Corporation Separation Pay Plan for Officers, Key and Senior Executives The Vontier Corporation Separation Pay Plan for Officers, Key and Senior Executives, which we refer to as the Severance and Change-In-Control Plan, became effective on October 9, 2020 and amended and restated on August 21, 2024. The Severance and Change-In-Control Plan generally provides for severance benefits upon (i) a termination without cause (as defined in the Severance and Change-In-Control Plan) unrelated to a change-in-control of Vontier and (ii) a termination without cause, or good reason resignation (as defined in the Severance and Change-in-Control Plan), within 24 months following a change-in-control of Vontier. Upon a termination without cause unrelated to a change-in-control, subject to the execution and non-revocation of a release agreement, the executive will receive: (i) a severance benefit equal to one times base salary (two times for the chief executive officer); (ii) a pro-rata annual cash bonus based on actual performance; (iii) pro-rata vesting of equity awards granted at least six months prior to the date of termination (with performance awards paid based on actual performance); and (iv) 12 months of continued health benefits (24 months for the chief executive officer). Upon a termination without cause or good reason resignation within 24 months following a change-in-control, subject to the execution and non-revocation of a release agreement, the executive would receive: (i) a severance benefit equal to two times the sum of base salary (2.5 times for the CEO) plus the target annual incentive bonus opportunity; (ii) a pro-rata annual cash bonus based on target performance; (iii) vesting in full of any unvested equity awards without pro-ration (with performance awards paid at target level); and (iv) 24 months of continued health benefits (30 months for the CEO).

  62. Equity Granting Process

    Equity Granting Process Grants of PSUs, RSUs, options and other equity awards to our executive officers are approved by the Compensation and Management Development Committee at regularly scheduled meetings, or sometimes by unanimous written consent. We have no practice of timing grants of equity awards to coordinate with the release of material non-public information, nor have we timed the release of material non-public information for the purpose of affecting the value of any compensation of our executive officers. In the event material non-public information becomes known to the Compensation and Management Development Committee prior to granting an equity award, the Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any impropriety.

  63. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding fiscal years 2025, 2024, and 2023 compensation for our NEOs.

  64. Summary Compensation Table

    | 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 | 2025 | 1,140,809 | — | 6,206,906 | — | 2,079,576 | 207,388 | 9,634,679 | | | 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 | | Anshooman Aga, Executive Vice President, Chief Financial Officer | 2025 | 665,277 | — | 1,888,682 | — | 810,700 | 114,408 | 3,479,067 | | | 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 | | Kathryn K. Rowen, Executive Vice President, Chief Transformation and Operations Officer | 2025 | 597,522 | — | 1,225,101 | — | 668,646 | 124,670 | 2,615,939 | | | 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 |

  65. Summary Compensation Table

    (1)The amounts reflected in these columns represent the aggregate grant date fair value of all equity awards that we granted to our NEOs, computed in accordance with ASC 718. For all NEOs, the amount in the “Stock Awards” column for 2025 equals the aggregate grant date fair value of all PSUs and RSUs that we granted during 2025. The grant date fair value of the PSU awards reflected in the Stock Awards column is computed based on the probable outcome of the performance conditions as of the grant date. This amount is consistent with the estimate of aggregate compensation cost to be recognized by the Company over the three-year performance period of the award determined as of the grant date under ASC 718. For each executive’s PSU award for 2025, the maximum value as of the grant date, assuming the highest level of performance will be achieved and based on the closing price of the Company’s common shares on the NYSE on the grant date, is as follows: Mr. Morelli — $ 7,264,036; Mr. Aga — $ 1,851,057; and Ms. Rowen — $ 1,200,696. With respect to RSUs, we calculated the grant date fair value under ASC 718 based on the base number of shares of common stock underlying the RSU times the closing price of the Common Stock on the date of grant. The aggregate value of the RSUs granted in 2025 was as follows: Mr. Morelli — $2,409,369; Mr. Aga — $920,975; and Ms. Rowen — $597,394. Information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 18 to the Consolidated Financial Statements for fiscal year 2025.

  66. Summary Compensation Table

    | Compensation Committee Report | | 43 |

  67. Summary Compensation Table

    (2)The amounts set forth in this column for 2025 include the following benefits:

  68. Summary Compensation Table

    | Name | 2025 Company 401(K) Contributions | 2025 Company EDIP Contributions | Tax/Financial Planning & Executive Physical | Total All Other Compensation | | Mark D. Morelli | $24,528 | $166,860 | $16,000 | $207,388 | | Anshooman Aga | $24,528 | $77,280 | $12,600 | $114,408 | | Kathryn K. Rowen | $24,528 | $67,260 | $32,882 | $124,670 |

  69. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 The following table sets forth certain information regarding grants of plan-based awards in the form of stock options, PSUs and RSUs.

  70. Grants of Plan-Based Awards for Fiscal 2025

    | Name | Grant Date | Award Type | Estimated Future Payouts Under Nonequity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other Stock Awards: Number Of Shares Of Stock Or Units (#) | All other Option Awards: Number Of Securities Underlying Options (#) | Exercise Or base Price Of Option Awards ($/Share) | Grant Date Fair Value Of Stock And Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Mark D. Morelli | — | Annual Cash Incentive | — | $1,718,658 | $3,437,316 | — | — | — | — | — | — | — | | | 2/20/2025 | RSU | — | — | — | — | — | — | 62,695 | — | — | $2,409,369 | | | 2/20/2025 | PSU | — | — | — | — | 94,045 | 188,090 | — | — | — | $3,797,537 | | Anshooman Aga | — | Annual Cash Incentive | — | $670,000 | $1,340,000 | — | — | — | — | — | — | — | | | 2/20/2025 | RSU | — | — | — | — | — | — | 23,965 | — | — | $920,975 | | | 2/20/2025 | PSU | — | — | — | — | 23,965 | 47,930 | — | — | — | $967,707 | | Kathryn K. Rowen | — | Annual Cash Incentive | — | $552,600 | $1,105,200 | — | — | — | — | — | — | — | | | 2/20/2025 | RSU | — | — | — | — | — | — | 15,545 | — | — | $597,394 | | | 2/20/2025 | PSU | — | — | — | — | 15,545 | 31,090 | — | — | — | $627,707 |

  71. Grants of Plan-Based Awards for Fiscal 2025

    (1)These columns relate to 2025 cash award opportunities under our Incentive Compensation Plan, which were described in more detail above under “—Annual Incentive Compensation.” The amount that each NEO earned under these awards based on actual performance for fiscal year 2025 appears in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2)These columns relate to performance stock unit awards that we granted under our 2020 Stock Incentive Plan. We discuss the performance and vesting conditions and other key terms of these awards in more detail above under “— Long-Term Incentive Compensation.”

  72. Grants of Plan-Based Awards for Fiscal 2025

    | 44 | | 2026 PROXY STATEMENT | Compensation Committee Report | |

  73. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the number of securities underlying outstanding equity awards in the form of stock options, PSUs and RSUs held by the NEOs as of December 31, 2025.

  74. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Option grant date | Option awards | | | | Stock awards | | | | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Mark D. Morelli | 2/20/2020 | 480,314 | — | 31.46 | 2/20/2030 | — | — | — | — | | | 2/19/2024 | 15,000 | 15,000(2) | 41.10 | 2/19/2034 | — | — | — | — | | | | | | | | 148,565(3) | $5,523,647 | 253,869(4) | $9,438,849 | | Anshooman Aga | 2/19/2024 | 10,000 | 10,000(2) | 41.10 | 2/19/2034 | — | — | — | — | | | | | | | | 50,582(6) | $1,880,639 | 68,703(4) | $2,554,378 | | Kathryn K. Rowen | 2/23/2017 | 21,265 | — | 23.46 | 2/23/2027 | — | — | — | — | | | 2/22/2018 | 7,470 | — | 31.41 | 2/22/2028 | — | — | — | — | | | 2/25/2019 | 7,177 | — | 33.43 | 2/25/2029 | — | — | — | — | | | 2/20/2020 | 19,238 | — | 31.46 | 2/20/2030 | — | — | — | — | | | 8/15/2020 | 20,630 | — | 30.14 | 8/15/2030 | — | — | — | — | | | 2/19/2024 | 10,000 | 10,000(2) | 41.10 | 2/19/2034 | — | — | — | — | | | | | | | | 32,291(7) | $1,200,579 | 43,871(4) | $1,631,124 |

  75. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)We calculated market value based on the closing price of our Common Stock on December 31, 2025, the last trading day of the year, as reported on the NYSE ($37.18 per share), times the number of unvested shares. (2)Under the terms of the award, stock options granted in 2024 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. (3)Includes 36,440 RSUs granted on 2/28/2023, 49,430 RSUs on 2/19/2024 and 62,695 RSUs on 2/20/2025. (4)Includes, for the applicable NEO, the following PSU grants:

  76. Outstanding Equity Awards at 2025 Fiscal Year-End

    | NAME | Target PSUs Granted 02/20/2025 (“2025 PSUs”) | Target PSUs Granted 02/19/2024 (“2024 PSUs”) | Target PSUs Granted 02/28/2023(5) (“2023 PSUs”) | | Mark D. Morelli | 94,045 | 88,000 | 71,824 | | Anshooman Aga | 23,965 | 24,600 | 20,138 | | Kathryn K. Rowen | 15,545 | 14,900 | 13,426 |

  77. Outstanding Equity Awards at 2025 Fiscal Year-End

    The number of shares of Common Stock that vest pursuant to the: 2023 PSU awards are based on Vontier’s three-year adjusted EPS performance with a rTSR modifier relative to the S&P 500 of ± 15%. The 2024 and 2025 PSU awards are based on 50% of Total Adjusted Operating Profit Margin Expansion and 50% on 3-Year Core Revenue Growth with a rTSR modifier relative to the S&P 500 of ±15%. (5)Amounts reflect the 2023 PSU amounts that vested in early 2026 with a payout of 65.7%. 2024 and 2025 unvested PSU are estimated at 100% of target. (6)Includes 10,217 RSUs granted on 2/28/2023, 16,400 RSUs granted on 2/19/2024 and 23,965 RSUs granted on 2/20/2025. (7)Includes 6,812 RSUs granted on 2/28/2023, 9,934 RSUs granted on 2/19/2024 and 15,545 RSUs granted on 2/20/2025.

  78. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Compensation Committee Report | | 45 |

  79. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025 The following table summarizes RSU and PSU vestings in 2025. The NEOs did not exercise any options in 2025.

  80. Option Exercises and Stock Vested During Fiscal 2025

    | NAME | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | Mark D. Morelli | 109,744 | $4,196,494 | | Anshooman Aga | 18,417 | $712,229 | | Kathryn K. Rowen | 20,700 | $795,978 |

  81. Option Exercises and Stock Vested During Fiscal 2025

    (1)We calculated the amounts shown in this column by multiplying the number of shares acquired by the closing price of the shares as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day).

  82. Pension Benefits for Fiscal 2025

    Pension Benefits for Fiscal 2025 None of our NEOs participated in a defined benefit pension plan during 2025.

  83. Nonqualified Deferred Compensation for Fiscal 2025

    Nonqualified Deferred Compensation for Fiscal 2025 The table below sets forth information regarding participation in the Vontier EDIP with respect to 2025.

  84. Nonqualified Deferred Compensation for Fiscal 2025

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($)(1) | REGISTRANT CONTRIBUTION IN LAST FY ($)(2) | AGGREGATE EARNINGS IN LAST FY ($)(3) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE ($) | | Mark D. Morelli | $617,382 | $166,860 | $102,171 | — | $1,843,423 | | Anshooman Aga | — | $77,280 | $3,923 | — | $300,792 | | Kathryn K. Rowen | — | $67,260 | $5,520 | — | $372,048 |

  85. Nonqualified Deferred Compensation for Fiscal 2025

    (1)This column reflects the amount of base salary and non-equity incentive plan compensation that each NEO deferred in 2025 under our EDIP, as follows:

  86. Nonqualified Deferred Compensation for Fiscal 2025

    | Name | Salary | Non-Equity Incentive Plan Compensation | | Mark D. Morelli | — | $617,382 | | Anshooman Aga | — | — | | Kathryn K. Rowen | — | — |

  87. Nonqualified Deferred Compensation for Fiscal 2025

    (2)We included the amounts set forth in this column as 2025 compensation under the “All Other Compensation” column in the Summary Compensation Table. (3)The amounts set forth in this column represent earnings that are neither above market nor preferential, and accordingly, we do not include these amounts as compensation in the Summary Compensation Table. The table below indicates for each NEO how much of the EDIP balance set forth in this column that we have reported as compensation in the Summary Compensation Table for previous years.

  88. Nonqualified Deferred Compensation for Fiscal 2025

    | NAME | Amount Included In “Aggregate Balance At Last FYE” Column That Has Been Reported As Compensation In The Summary Compensation Table For Previous Years ($) | | Mark D. Morelli | $790,577 | | Anshooman Aga | $174,750 | | Kathryn K. Rowen | $255,821 |

  89. Nonqualified Deferred Compensation for Fiscal 2025

    | 46 | | 2026 PROXY STATEMENT | Compensation Committee Report | |

  90. Potential Payments Upon Termination as of 2025 Fiscal Year-End

    Potential Payments Upon Termination as of 2025 Fiscal Year-End For illustrative purposes, the following table describes the payments and benefits that our NEOs would have been entitled to receive upon a qualifying termination of employment. The amounts set forth below assume that the triggering event occurred on December 31, 2025. Where benefits are based on the market value of our common stock, we have used the closing price of our Common Stock as reported on the NYSE on December 31, 2025, the last trading day of the year ($37.18 per share). In addition to the amounts set forth below, upon any termination of employment, our NEOs would also be entitled to (1) receive all payments generally provided to salaried employees on a non-discriminatory basis on termination, such as accrued salary, life insurance proceeds (solely for any termination caused by death), unused vacation and 401(k) plan distributions, (2) receive accrued, vested balances under the applicable EDIP (except that under the applicable EDIP, if an employee’s employment terminates as a result of gross misconduct, the applicable EDIP administrator may determine that the employee’s vesting percentage with respect to all employer contributions is zero), and (3) exercise vested stock options (except that, under the terms of Vontier’s 2020 Stock Incentive Plan, all outstanding equity awards are terminated upon, and no employee can exercise any outstanding equity award after, termination for gross misconduct). Retirement is defined generally as either a voluntary resignation after age 65 or an approved early retirement.

  91. Potential Payments Upon Termination as of 2025 Fiscal Year-End

    | | | TERMINATION/CHANGE OF CONTROL (“CIC”) EVENT | | | | | NAMED EXECUTIVE OFFICER | BENEFITS | TERMINATION WITHOUT CAUSE(1) | RETIREMENT | DEATH | TERMINATION DUE TO CIC(1) | | Mark D. Morelli | Severance Payment | $2,291,544 | — | — | $7,161,075 | | | Target Annual Incentive Award(2) | 2,079,576 | 2,079,576 | 1,718,658 | 1,718,658 | | | Benefits continuation | 44,348 | — | — | 55,436 | | | Value of unvested PSUs that would be accelerated(3) | 6,790,886 | 3,170,932 | 3,359,375 | 9,479,259 | | | Value of unvested RSUs that would be accelerated(3) | 5,523,647 | 4,090,680 | 4,310,872 | 5,523,647 | | | Outplacement Services | 10,500 | — | — | 10,500 | | | Total: | $16,740,501 | $9,341,188 | $9,388,905 | $23,948,575 | | Anshooman Aga | Severance Payment | 670,000 | — | — | 2,680,000 | | | Target Annual Incentive Award(2) | 810,700 | — | 670,000 | 670,000 | | | Benefits continuation | 23,613 | — | — | 47,226 | | | Value of unvested PSUs that would be accelerated(3) | 2,013,055 | — | 910,227 | 2,747,663 | | | Value of unvested RSUs that would be accelerated(3) | 1,811,749 | — | 1,432,508 | 1,880,639 | | | Outplacement Services | 10,500 | — | — | 10,500 | | | Value of unvested EDIP that would be accelerated(4) | — | — | 120,317 | 120,317 | | | Total: | $5,339,617 | — | $3,133,052 | $8,156,345 | | Kathryn K. Rowen | Severance Payment | 614,000 | — | — | 2,333,200 | | | Target Annual Incentive Award(2) | 668,646 | — | 552,600 | 552,600 | | | Benefits continuation | 21,972 | — | — | 43,945 | | | Value of unvested PSUs that would be accelerated(3) | 1,135,718 | — | 564,856 | 1,638,254 | | | Value of unvested RSUs that would be accelerated(3) | 1,200,579 | — | 914,293 | 1,200,579 | | | Outplacement Services | 10,500 | — | — | 10,500 | | | Total: | $3,651,415 | — | $2,031,749 | $5,779,078 |

  92. Potential Payments Upon Termination as of 2025 Fiscal Year-End

    (1)Please see Other Compensation-Severance Benefits-Vontier Corporation Severance and Change-In-Control Plan for Officers for a description of the severance benefits our NEOs would be entitled to receive under the Vontier Corporation Severance and Change-In-Control Plan for Officers if the NEO’s employment is terminated without cause. The amount reflected for the bonus payout in Termination without cause is the amount actually received for that year. The amounts set forth in the table assume that the NEO would have executed the standard release in connection with any termination without cause. (2)Pursuant to the Severance Plan, in the event we terminate an NEO without cause not in connection with a change in control, a prorated portion of the NEO’s annual incentive award will remain outstanding and be payable at the end of the performance period subject to the satisfaction of any performance measures that had not been met prior to the date of termination. If we terminate a NEO without cause or a NEO resigns with good reason, in either case within two years following a qualified change-in-control, a prorated portion of the NEO’s target annual incentive award will immediately vest and be paid. None of the annual incentive awards are prorated for purposes of the table since we assume that the NEO terminated employment on December 31, 2025, which is the end of the performance period for our annual incentive awards, with assumed performance based on target performance. (3)The terms of Vontier’s 2020 Stock Incentive Plan provide for (a) continued pro-rata vesting of certain of the participant’s RSUs, PSUs and stock options upon retirement under certain circumstances, and (b) accelerated vesting of a participant’s stock options and certain of a participant’s RSUs and PSUs if the participant dies during employment. (4)Under the terms of the applicable EDIP, any unvested portion of the employer contributions that have been credited to the participant’s EDIP account would immediately vest upon the participant’s death and a CIC termination.

  93. Potential Payments Upon Termination as of 2025 Fiscal Year-End

    | Compensation Committee Report | | 47 |

  94. Pay Ratio Disclosure

    Pay Ratio Disclosure We are providing this pay ratio disclosure to comply with Item 402(u) of Regulation S-K promulgated under the Exchange Act. The pay ratio disclosed below is a reasonable estimate derived from our internal records using the methodology described below. This information may not be comparable to the ratio that any other company reports because other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. In calculating our pay ratio, we considered the following: •We identified our median employee as of October 1, 2024, based on the annual base salary (for all Company salaried employees, other than Mr. Morelli) and the hourly rate multiplied by the scheduled annual work hours (for all Company hourly employees). •We considered only those full time, part time or seasonal based employees that were employed as of October 1, 2024 in our calculation. In addition, in reliance on the “de minimis” exemption that the rule provides, we identified the median employee from an employee population that excluded the non-U.S. employees from each of the jurisdictions listed below. In compliance with the “de minimis” exemption, the 480 non-U.S. employees in the excluded countries constituted less than 5% of our 10,139 aggregate employees (both U.S. and non-U.S. employees) as of October 1, 2024.

  95. Pay Ratio Disclosure

    | Finland | 58 | Bulgaria | 17 | Portugal | 3 | France | 1 | | Serbia-Montenegro | 52 | UAE | 16 | The Netherlands | 3 | Ireland | 1 | | Romania | 51 | Poland | 15 | Ukraine | 3 | Kazakhstan | 1 | | Thailand | 34 | Singapore | 12 | Hungary | 2 | Mauritius | 1 | | Norway | 29 | Canada | 11 | Kenya | 2 | Moldova | 1 | | Egypt | 28 | Estonia | 11 | Swaziland | 2 | Mozambique | 1 | | Malaysia | 28 | Latvia | 10 | Armenia | 1 | Philippines | 1 | | Turkey | 27 | Morocco | 10 | Belgium | 1 | Slovenia | 1 | | Saudi Arabia | 22 | Colombia | 7 | Cote D’Ivoire | 1 | South Korea | 1 | | Greece | 19 | Lithuania | 6 | Croatia | 1 | Taiwan | 1 | | Spain | 19 | Namibia | 3 | Cyprus | 1 | Vietnam | 1 |

  96. Pay Ratio Disclosure

    Once our median employee was identified according to the methodology described above, we calculated such employee’s total compensation for 2025 in the same way that we calculated total compensation for each of our NEOs that appear in the Summary Compensation Table. The total compensation of Mark D. Morelli, our Chief Executive Officer, and the total compensation of our median employee in 2025 were $9,634,679 and $49,163, respectively, resulting in a ratio of Mr. Morelli’s compensation to the median employee’s compensation of 196 to 1.

  97. Pay Ratio Disclosure

    | 48 | | 2026 PROXY STATEMENT | Compensation Committee Report | |

  98. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation actually paid and certain Company performance for the fiscal years listed below. The Compensation and Management Development Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

  99. Pay Versus Performance Disclosure

    | 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) | | | | 2025 | $9,634,679 | $13,022,079 | $3,047,503 | $3,730,219 | $113.03 | $189.72 | $406.1 | $656.2 | | 2024 | $9,943,569 | $6,179,460 | $3,155,427 | $2,249,541 | $110.57 | $158.87 | $422.2 | $638.7 | | 2023 | $9,324,923 | $18,677,596 | $2,839,996 | $4,172,979 | $104.48 | $135.24 | $376.9 | $664.3 | | 2022 | $6,358,427 | ($110,112) | $2,300,506 | $408,028 | $58.26 | $114.48 | $401.3 | $716.2 | | 2021 | $8,686,894 | $5,819,382 | $2,599,946 | $1,802,544 | $92.21 | $121.12 | $413.0 | $684.8 |

  100. Pay Versus Performance Disclosure

    (1)The PEO in each covered year is Mark Morelli. The Non-PEO NEOs for whom the average compensation is presented in this table are: for fiscal 2025, Anshooman Aga and Kathryn Rowen; for fiscal 2024, Anshooman Aga and Kathryn Rowen; for fiscal 2023, Anshooman Aga and Kathryn Rowen; for fiscal 2022, David Naemura, Anshooman Aga, Kathryn Rowen, and Aaron Saak; and for fiscal 2021, David Naemura, Kathryn Rowen, and Andrew Nash. (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:

  101. Pay Versus Performance Disclosure

    | 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 | | 2025 | $9,634,679 | $6,206,906 | $9,594,306 | $13,022,079 | | 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 |

  102. Pay Versus Performance Disclosure

    (a)The amounts in this column represent the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The amounts included in the Inclusion of Equity Values column represent the aggregate of the following components, as applicable: the fair value as of the end of the fiscal year of unvested equity awards granted in that year; the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; the fair value as of the vesting date of awards that are granted and vest in same applicable year; the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year; a deduction of the fair value at the end of the prior year of awards granted prior to the year that failed to meet applicable vesting conditions during the year; and the value of any dividends or other earnings on equity awards paid during the year that are not otherwise included. Equity values are calculated in accordance with FASB ASC Topic 718. The amounts included or excluded in calculating the Equity Values column are as follows:

  103. Pay Versus Performance Disclosure

    | Compensation Committee Report | | 49 |

  104. Pay Versus Performance Disclosure

    | Year | Fair Value as of the End of the Fiscal Year of Unvested Equity Awards Granted in that Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings on Equity Awards Paid During the Year that are not Otherwise Reflected in Total Compensation | Total Equity Values | | 2025 | $8,836,099 | $474,029 | — | $284,178 | — | — | $9,594,306 | | 2024 | $5,186,043 | ($2,503,830) | — | $953,530 | — | — | $3,635,743 | | 2023 | $8,630,468 | $5,693,926 | — | $981,846 | — | — | $15,306,240 | | 2022 | $3,413,208 | ($4,736,334) | — | ($947,786) | — | — | ($2,270,912) | | 2021 | $3,646,544 | ($1,664,447) | — | ($352,998) | — | — | $1,629,099 |

  105. Pay Versus Performance Disclosure

    (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:

  106. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Exclusion of Average Stock Awards and Option Awards | Inclusion of Average Equity Values(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $3,047,503 | $1,556,892 | $2,239,608 | $3,730,219 | | 2024 | $3,155,427 | $1,998,520 | $1,092,634 | $2,249,541 | | 2023 | $2,839,996 | $1,391,045 | $2,724,028 | $4,172,979 | | 2022 | $2,300,506 | $1,319,375 | ($573,103) | $408,028 | | 2021 | $2,599,946 | $1,333,253 | $535,851 | $1,802,544 |

  107. Pay Versus Performance Disclosure

    (a)The amounts included or excluded in calculating the Average Equity Values column are as follows:

  108. Pay Versus Performance Disclosure

    | Year | Average Fair Value as of the End of the Fiscal Year of Unvested Equity Awards Granted in that Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings on Equity Awards Paid During the Year that are not Otherwise Reflected in Total Compensation | Total Average Equity Values | | 2025 | $2,100,148 | $82,569 | — | $56,891 | — | — | $2,239,608 | | 2024 | $1,430,751 | ($598,087) | — | $259,970 | — | — | $1,092,634 | | 2023 | $1,664,507 | $976,779 | — | $82,742 | — | — | $2,724,028 | | 2022 | $736,236 | ($1,020,728) | — | ($288,611) | — | — | ($573,103) | | 2021 | $1,130,021 | ($483,969) | — | ($110,201) | — | — | $535,851 |

  109. Pay Versus Performance Disclosure

    (4)TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (5)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Industrials Index.

  110. Pay Versus Performance Disclosure

    | 50 | | 2026 PROXY STATEMENT | Compensation Committee Report | |

  111. Pay Versus Performance Disclosure

    (6)The dollar amounts reported represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year. (7)We determined Adjusted Operating Profit to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. This performance measure may not have been the most important financial performance measure for previous years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  112. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As required by Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  113. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following graph compares the amount of compensation actually paid to Mr. Morelli and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Morelli) with the Company’s cumulative TSR over the five years presented in the table. The chart also compares the Company’s TSR to that of the S&P 500 Industrials Index over the same period.

  114. Compensation Actually Paid and Cumulative TSR

    | PEO AND AVERAGE NON-PEO COMPENSATION ACTUALLY PAID VERSUS TSR |

  115. Compensation Actually Paid and Cumulative TSR

    | Compensation Committee Report | | 51 |

  116. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph provides the amount of compensation actually paid to Mr. Morelli and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Morelli) compared with the Company’s net income over the five years presented in the table.

  117. Compensation Actually Paid and Net Income

    | PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME |

  118. Compensation Actually Paid and Adjusted Operating Profit

    Compensation Actually Paid and Adjusted Operating Profit The following graph compares the amount of compensation actually paid to Mr. Morelli and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Morelli) with Adjusted Operating Profit over the five years presented in the table.

  119. Compensation Actually Paid and Adjusted Operating Profit

    | PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ADJUSTED OPERATING PROFIT |

  120. Compensation Actually Paid and Adjusted Operating Profit

    | 52 | | 2026 PROXY STATEMENT | Equity Compensation Plan Information | |

  121. Compensation Actually Paid and Adjusted Operating Profit

    Equity Compensation Plan Information All data set forth in the table below is as of December 31, 2025.

  122. Compensation Actually Paid and Adjusted Operating Profit

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (B)(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C) | | Equity compensation plans approved by security holders(2) | 3,530,264(3) | $31.38 | 9,982,107(4) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 3,530,264(3) | $31.38 | 9,982,107(4) |

  123. Compensation Actually Paid and Adjusted Operating Profit

    (1)The RSUs and PSUs that have been issued under our Stock Plan do not require a payment by the recipient to us at the time of vesting. In addition, under our EDIP, if a participant receives their EDIP distribution in shares of Common Stock, the participant’s EDIP balance is converted into shares of Common Stock and distributed to the participant at no additional cost. As such, the weighted-average exercise price in column (B) does not take these awards into account. (2)Consists of the Stock Plan and the EDIP. (3)Consists of 3,227,839 shares attributable to the Stock Plan and 302,425 shares attributable to the EDIP. Under the terms of the EDIP, upon distribution of a participant’s EDIP balance the participant may elect to receive his or her distribution in cash, shares of Common Stock or a combination of cash and shares of Common Stock (except that any portion of a participant’s account that is subject to the Common Stock earnings rate must be distributed in shares of Common Stock). For purposes of this table, we have assumed that all EDIP balances as of December 31, 2025 would be distributed in Common Stock. (4)Consists of 8,047,491 shares available for future issuance under the Stock Plan and, based on notional phantom shares representing outstanding balances in EDIP accounts as of December 31, 2025, 1,934,616 shares available for future issuance under the EDIP.

  124. Compensation Actually Paid and Adjusted Operating Profit

    | Proposal 3. Advisory Vote on Executive Compensation | | 53 |

  125. Compensation Actually Paid and Adjusted Operating Profit

    Proposal 3. Advisory Vote on Executive Compensation In accordance with Section 14A of the Exchange Act, we are asking our stockholders to vote at the Annual Meeting to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement (the “say-on-pay vote”). As discussed in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with the Company’s overall size and global footprint; drive sustainable performance that delivers long-term value to stockholders; align the interest of the executives with those of the stockholders; align compensation with the Company’s business strategy; and motivate our executives to demonstrate exceptional personal performance and perform consistently over the long-term at or above the levels that we expect. Our executive compensation program is structured within a strong framework of compensation governance with a bias toward compensation that is dependent on long-term company performance and with compensation that is balanced to mitigate risks appropriately. We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. Accordingly, we are asking our stockholders to vote on an advisory basis “FOR” the following non-binding resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.” The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to all compensation relating to the Company’s named executive officers, as described in this Proxy Statement. The vote is advisory and is not binding on the Company, the Board, or the Compensation and Management Development Committee and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board, or the Compensation and Management Development Committee. However, the Board and the Compensation and Management Development Committee value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding the Company’s named executive officers. We have determined that our stockholders should cast an advisory vote on the compensation of the Company’s named executive officers on an annual basis. Unless this policy changes, the next advisory vote on the compensation of the Company’s named executive officers will be at the 2027 Annual Meeting of Stockholders.

  126. Compensation Actually Paid and Adjusted Operating Profit

    | 54 | | 2026 PROXY STATEMENT | Other Matters | |

  127. Compensation Actually Paid and Adjusted Operating Profit

    Other Matters Vontier’s management is not aware of any other business that may come before the meeting. Under our Amended and Restated Bylaws, the deadline for stockholders to notify us of any proposals or director nominations to be presented for action at the Annual Meeting has passed. However, if additional matters properly come before stockholders at the Annual Meeting, proxies will be voted at the discretion of the proxy holders. Website Disclosure We may provide disclosure in the “Investor – Governance” section of our corporate website, www.vontier.com, of any of the following: •the identity of the presiding director at meetings of non-management or independent directors, or the method of selecting the presiding director if such director changes from meeting to meeting; •the method for interested parties to communicate directly with the Board or with individual directors, the independent Chair of the Board, or if the Chair is not independent, the Lead Independent Director, or the non-management directors as a group; •the identity of any member of the Audit Committee, if any, who also serves on the audit committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on our Audit Committee; •contributions by Vontier to a tax-exempt organization in which any non-management director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax-exempt organization’s consolidated gross revenues; or •any amendment to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Code of Conduct granted to any of our directors, principal executive officer, principal financial officer, principal accounting officer, or any other executive officer within four business days following the date of such amendment or waiver. Web links throughout this document are provided for convenience only and are not intended to be active hyperlinks to the referenced websites. The content on the referenced websites does not constitute a part of this Proxy Statement.

  128. Compensation Actually Paid and Adjusted Operating Profit

    | Stockholder Proposals for Next Year’s Annual Meeting | | 55 |

  129. Compensation Actually Paid and Adjusted Operating Profit

    Stockholder Proposals for Next Year’s Annual Meeting Pursuant to Rule 14a-8 under the Exchange Act, a stockholder who wishes to have a proposal included in Vontier’s proxy statement for the 2027 Annual Meeting of Stockholders, the proposal must be submitted in writing to Vontier’s Corporate Secretary at Vontier’s principal executive offices, 5438 Wade Park Boulevard, Suite 600, Raleigh, North Carolina 27607, and received no later than December 11, 2026 in order to be considered for inclusion. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934. Stockholders intending to present a proposal at the 2027 Annual Meeting of Stockholders without having it included in the Company’s proxy statement must comply with the advance notice requirements set forth in the Company’s Amended and Restated Bylaws. If a stockholder fails to provide timely notice of a proposal to be presented at the 2027 Annual Meeting of Stockholders, the proxies provided to Vontier’s Board will have discretionary authority to vote on any such proposal which may properly come before the meeting. Assuming that the 2027 Annual Meeting of Stockholders is held during the period from April 26, 2027 to June 25, 2027 (as it is expected to be), in order to comply with the advance notice requirements set forth in the Company’s Amended and Restated Bylaws, appropriate notice would need to be provided to Vontier’s Corporate Secretary at the address noted above no earlier than February 4, 2027 and no later than March 6, 2027.

  130. Compensation Actually Paid and Adjusted Operating Profit

    | BY ORDER OF THE BOARD OF DIRECTORS | | Courtney S. Kamlet | | Corporate Secretary |

  131. Compensation Actually Paid and Adjusted Operating Profit

    Dated: April 10, 2026 COPIES OF VONTIER’S ANNUAL REPORT, THIS PROXY STATEMENT, PROXY CARD OR VOTING INSTRUCTION FORM MAY BE OBTAINED, WITHOUT CHARGE, BY WRITING TO VONTIER OR AT WWW.PROXYVOTE.COM. REQUESTS SHOULD BE SENT TO THE ATTENTION OF INVESTOR RELATIONS AT OUR CORPORATE OFFICES WHICH ARE LOCATED AT 5438 WADE PARK BOULEVARD, SUITE 600, RALEIGH, NORTH CAROLINA 27607.