DEF 14A of Veralto Corp, Mar 29, 2024

DEF 14A of Veralto Corp

Filed Mar 29, 2024 · FY20230001967680-24-000046

Open on EDGAR

  1. Attending the Meeting

    | PROXY STATEMENT SUMMARY | 1 | | PROPOSAL 1 – ELECTION OF DIRECTORS | 8 | | CORPORATE GOVERNANCE | 15 | | DIRECTOR COMPENSATION | 26 | | DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS | 29 | | BENEFICIAL OWNERSHIP OF VERALTO COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS | 33 | | PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 35 | | COMPENSATION DISCUSSION AND ANALYSIS | 38 | | COMPENSATION TABLES AND INFORMATION | 57 | | SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS | 73 | | PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 82 | | PROPOSAL 4 – ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES RELATING TO THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION | 84 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 85 | | OTHER INFORMATION | 90 | | APPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | 92 |

  2. Board of Directors

    Board of Directors Below is an overview of each of the Class I director nominees you are being asked to elect at the Annual Meeting and of each of our continuing directors.

  3. Board of Directors

    | | | | | | Committee Memberships | | | | Name and Principal Occupation | Independent | Age | Director Class | Director Since | A | C | N | | Jennifer L. Honeycutt President and Chief Executive Officer Veralto Corporation | | 54 | III | 2023 | | | | | Linda H. Filler Chair of the Board Former President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer, Walgreen Co. | | 64 | III | 2023 | | | | | Françoise Colpron Retired Group President, North America Valeo SA | | 53 | I | 2023 | | | | | Daniel L. Comas Retired Executive Vice President Danaher Corporation | | 60 | II | 2023 | | | | | Shyam P. Kambeyanda President and Chief Executive Officer and Director ESAB Corporation | | 53 | I | 2023 | | | | | William H. King Senior Vice President—Strategic Development Danaher Corporation | | 56 | I | 2023 | | | | | Walter G. Lohr, Jr. Retired partner Hogan Lovells | | 80 | II | 2023 | | | C | | Heath A. Mitts Executive Vice President and Chief Financial Officer TE Connectivity | | 53 | III | 2023 | | | | | John T. Schwieters Former Principal Perseus TDC | | 84 | II | 2023 | C | | | | Cindy L. Wallis-Lage Retired Executive Director, Sustainability and Resilience Black & Veatch Holding Company | | 61 | II | 2023 | | | | | Thomas L. Williams Retired Executive Chairman Parker Hannifin Corporation | | 65 | III | 2023 | | C | |

  4. Board of Directors

    | C | Chair | | Member |

  5. Board of Directors

    A = Audit Committee C = Compensation Committee N = Nominating and Governance Committee

  6. Board of Directors

    | 2024 PROXY STATEMENT | 3 |

  7. Overview of Executive Compensation Program

    Overview of Executive Compensation Program As discussed in detail under “Compensation Discussion and Analysis,” with the goal of building long-term value for our shareholders, we have developed an executive compensation program designed to: •attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Veralto’s size, diversity and global footprint; •motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long term and through a range of economic cycles; and •link compensation to the achievement of corporate goals that we believe best correlate with the creation of long-term shareholder value. To achieve these objectives, in particular, beginning in 2024, our first full fiscal year as an independent public company, our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term, performance-based equity awards tied closely to shareholder returns and subject to significant vesting periods. Our executive compensation program rewards our executive officers when they help increase long-term shareholder value, achieve annual business goals and build long-term careers with Veralto.

  8. Compensation Governance

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Four-year vesting requirement for stock options and RSUs; three-year performance period for PSUs in 2024 | | No tax gross-up provisions (except as applicable to management employees generally such as relocation policy) | | | Incentive compensation programs feature multiple, different performance measures aligned with the Company’s strategic performance metrics | | No “single trigger” change of control benefits | | | Short-term and long-term performance metrics that balance our absolute performance and our relative performance versus peer companies in 2024 | | No U.S. defined benefit pension programs | | | Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing | | No hedging of Veralto securities permitted | | | Minimum one-year vesting requirement for 95% of shares granted under the Company’s stock plan | | No long-term incentive compensation is denominated or paid in cash | | | Stock ownership requirements for all executive officers | | No above-market returns on deferred compensation plans | | | Limited perquisites | | No overlapping performance metrics between short-term and long-term incentive compensation program | | | Independent compensation consultant that performs no other services for the Company | | |

  9. Named Executive Officers’ 2023 Compensation

    Named Executive Officers’ 2023 Compensation The Company believes in pay for performance and aligning pay with shareholder interests and the Company’s business objectives. Prior to separation, Ms. Honeycutt served as an executive officer of Danaher and, as such, her pre-Separation compensation was determined and approved by Danaher’ compensation committee (the “Danaher Compensation Committee”). Each of the other Veralto named executive officers (“NEOs”) was employed or hired by Danaher before Separation, but none were executive officers of Danaher. The pre-Separation target compensation for our NEOs hired or re-hired during 2023, including any sign-on bonuses or equity grants negotiated to offset any foregone compensation or other incentive compensation at their respective prior employers, was determined by the Danaher Compensation Committee. The pre-Separation target compensation of each of the remaining NEOs other than Ms. Honeycutt was generally determined by the officer’s manager with input from Danaher’s chief executive officer in certain cases, except that their equity awards were ultimately subject to approval by the Danaher Compensation Committee. In anticipation of the Separation, the portion of target compensation that would customarily be provided as long-term incentives subject to performance goals, was awarded in the form of RSUs. Beginning in 2024, the majority of executive compensation will be tied to performance in the form of annual incentives and performance stock units. As displayed in the charts below, in 2023, 87.3% of the target compensation for Ms. Honeycutt was in the form of performance-based and/or equity based compensation, with the remaining 12.7% set as fixed pay or other compensation. For our other NEOs, 79.2% of their target compensation was performance-based and/or equity based compensation with the remaining 20.8% set as fixed pay or other compensation. We encourage you to read our Compensation Discussion and Analysis (“CD&A”), which begins on page 38 and describes our pay for performance philosophy and each element of compensation. Our Board of Directors recommends approval, on an advisory basis, of the compensation of our NEOs, as further described in the CD&A and “Proposal 3 – Advisory Vote on Executive Compensation” beginning on page 82. The graphics below illustrate, for Ms. Honeycutt and separately for the other NEOs in aggregate, the percentage of 2023 compensation that each element of compensation accounted for (based on the amounts reported in the 2023 Summary Compensation Table): Amounts may not total 100% due to rounding

  10. Election of Directors

    Election of Directors All of our current directors were originally identified, nominated and elected by Danaher, as Veralto’s then sole shareholder, prior to the Separation. Our board consists of 11 members. Pursuant to Veralto’s amended and restated certificate of incorporation adopted prior to the Separation and prior to the appointment of any of the current directors other than Ms. Honeycutt, the Board is constituted into three classes as follows: Class I: Françoise Colpron, Shyam P. Kambeyanda and William H. King, whose terms expire at the Annual Meeting Class II: Daniel L. Comas, Walter G. Lohr, Jr., John T. Schwieters and Cindy L. Wallis-Lage, whose terms expire at the 2025 Annual Meeting of Shareholders; and Class III: Jennifer L. Honeycutt, Linda H. Filler, Heath A. Mitts and Thomas L. Williams, whose terms expire at the 2026 Annual Meeting of Shareholders. At the Annual Meeting, shareholders will be asked to elect each of the current Class I director nominees identified below (who have been recommended by the Nominating and Governance Committee and nominated by the Board and currently serve as Class I directors of Veralto) to serve until the 2027 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. We have set forth below information as of March 15, 2024 relating to each nominee for election as director and each director continuing in office, including: his or her principal occupation and any board memberships at other public companies during the past five years; the other experience, qualifications, attributes or skills that led the Board to conclude that he or she should continue to serve as a director of Veralto; the year in which he or she became a director; and age. Please see “Corporate Governance – Board Selection” for a further discussion of the Board’s process for nominating Board candidates. In the unlikely event a nominee declines or is unable to serve, the proxies may be voted in the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. Class I Director Nominees

  11. Election of Directors

    | FRANÇOISE COLPRON | | Age 53 | INDEPENDENT | | Class I Director since 2023 Committees: • Compensation • Nominating and Governance Other Public Directorships: • Celestica Inc. • Sealed Air Corporation | Ms. Colpron served as Group President, North America of Valeo SA, a global automotive supplier enabling smart mobility, from March 2008 to July 2022, and was responsible for Valeo’s activities in the United States, Mexico and Canada. She joined Valeo in 1998 in the legal department and held several positions, first as Legal Director for the Climate Control branch in Paris, and then as General Counsel for North and South America, from 2005 to 2015. Before joining Valeo, Ms. Colpron began her career as a lawyer at Ogilvy Renault in Montreal, Canada (now part of the Norton Rose Group). Ms. Colpron’s global business experience includes prior work assignments in Europe, Asia and North America. Since October 2022, Ms. Colpron has served as a director of Celestica Inc., a global leader in high reliability design, manufacturing and supply chain solutions, where she currently serves as the chair of its governance committee. Since May 2019, Ms. Colpron has served as a director of Sealed Air Corporation, a global packaging solutions company, where she has served on various committees including as chair of its compensation committee since May 2021. Ms. Colpron previously served as a director of Alstom, a rail transportation manufacturing company, from July 2017 to September 2019, as well as on the boards of directors of other industry associations. Ms. Colpron has received recognition by various automotive industry and business organizations, and was inducted into the French Légion d’Honneur in 2015. A corporate director and strategic leader with over 30 years of global business and legal experience, Ms. Colpron provides international expertise coupled with extensive board experience. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Product Quality & Innovation (Segment) •Corporate Strategy/Capital Allocation/M&A •Government, Legal or Regulatory | •Finance •Global/International •Sustainability | •Public company CEO and/or President |

  12. Election of Directors

    | 8 | 2024 PROXY STATEMENT |

  13. Election of Directors

    | SHYAM P. KAMBEYANDA | | Age 53 | INDEPENDENT | | Class I Director since 2023 Committees: • Audit Other Public Directorships: • ESAB Corporation | Mr. Kambeyanda has served as President and Chief Executive Officer and a director of ESAB Corporation, an American-Swedish diversified industrial company and manufacturer of equipment and consumables and automation solutions for use in cutting, welding and gas control applications, since April 2022. From May 2016 to April 2022, he served in a series of progressively responsible executive roles at Colfax Corporation, from which ESAB was spun-off. Mr. Kambeyanda oversaw the growth of ESAB’s fabrication technology business, expanding ESAB’s global operations, improving financial performance and driving ESAB Business Excellence (EBX) throughout the business. Prior to joining Colfax and ESAB, Mr. Kambeyanda served in executive roles at Eaton Corporation from 1995 to 2016, with a strong supply chain, strategy and operations focus. Mr. Kambeyanda maintains a keen international perspective on driving growth and business development in emerging markets. He brings extensive senior executive and leadership experience, in particular for global businesses, which we believe is of key importance for Veralto. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Global/International •Product Innovation •Corporate Strategy, Capital Allocation, M&A | •Public Company CEO and/or President •Accounting •Branding/Marketing | |

  14. Election of Directors

    | WILLIAM H. KING | | Age 56 | | Class I Director since 2023 Committees: • None Other Public Directorships: • None | Mr. King has served as Senior Vice President - Strategic Development of Danaher since 2014, after serving as Vice President – Strategic Development from 2005 to 2014. From the time he joined Danaher in 1998 until his appointment as Vice President - Strategic Development, Mr. King served in various general management and functional roles with responsibilities over sales, marketing and business development. Mr. King’s long-standing experience leading Danaher’s strategy function gives him keen insights into Veralto’s strategy, served industries and opportunities for future growth. His role in Danaher’s mergers and acquisition program is a domain expertise that is particularly valuable to Veralto given the importance of its acquisition program. In addition, through his extensive leadership experience at Danaher, he has direct understanding of the principles of VES and its culture of continuous improvement. | | | | SKILLS AND QUALIFICATIONS: | | | | •Product Quality & Innovation (Segment) •Water Quality (Segment) •Product Innovation | •Corporate Strategy, Capital Allocation, M&A •Global/International •Public Company CEO and/or President |

  15. Election of Directors

    | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOREGOING CLASS I DIRECTOR NOMINEES. |

  16. Election of Directors

    | 2024 PROXY STATEMENT | 9 |

  17. Election of Directors

    Continuing Directors

  18. Election of Directors

    | JENNIFER L. HONEYCUTT | | Age 54 | CHIEF EXECUTIVE OFFICER | | Class III Director since 2023 Committees: • None Other Public Directorships: • None | Ms. Honeycutt serves as Veralto’s President and Chief Executive Officer and a member of the Board, and served as Executive Vice President with responsibility for Danaher’s Environmental & Applied Solutions segment from July 2022 through September 2023. Prior to that, Ms. Honeycutt served in leadership positions in a variety of different functions and businesses since joining Danaher in 1999, including most recently as Executive Vice President for Danaher’s Life Sciences Tools Platform and Global High Growth Markets from January 2021 through September 2022, Vice President & Group Executive within Danaher’s Life Sciences Platform from May 2019 through January 2021, and as President of Pall Corporation from January 2017 through January 2021. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Global/International •Corporate Strategy, Capital Allocation, M&A •Public Company CEO and/or President | •Water Quality (Segment) •Product Quality & Innovation (Segment) | •Product Innovation •Branding/Marketing |

  19. Election of Directors

    | LINDA H. FILLER | | Age 64 | INDEPENDENT | | Board Chair and Class III Director since 2023 Committees: • Compensation Other Public Directorships: • Danaher Corporation • The Carlyle Group | Ms. Filler retired as President of Retail Products, Chief Marketing Officer and Chief Merchandising Officer at Walgreen Co., a retail pharmacy company, in April 2017. Prior to Ms. Filler’s role at Walgreen, she served in executive roles for leading consumer products and retail organizations, including President, North America for Claire’s, Executive Vice President-Merchandising at Walmart, Inc., Executive Vice President-Global Strategy at Kraft Foods, and CEO of the largest branded apparel unit of Hanesbrands/Sara Lee. Her responsibilities have straddled U.S. and international general management roles, corporate strategy, product innovation, marketing and merchandising responsibilities, manufacturing and logistics operations, retail logistics and operations, and corporate social responsibility. Understanding and responding to the needs of our customers is fundamental to Veralto’s business strategy, and Ms. Filler’s expertise with customers, brand management and portfolio strategy benefited Danaher and is a valuable resource to Veralto’s Board. Her prior leadership experiences with large global public companies, and in particular her focus on global portfolio strategy, capital allocation and strategic brand development, is a key asset to Veralto. Ms. Filler serves as Lead Independent Director for Danaher and also serves on The Carlyle Group Inc. board of directors. Ms. Filler also serves or has served on private and philanthropic boards. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Global/International •Corporate Strategy, Capital Allocation, M&A •Public Company CEO and/or President | •Product Quality & Innovation (Segment) •Branding/Marketing | •Product Innovation •Sustainability |

  20. Election of Directors

    | DANIEL L. COMAS | | Age 60 | | | Class II Director since 2023 Committees: • None Other Public Directorships: • Fortive Corporation | Mr. Comas served as Executive Vice President of Danaher from April 2005 through December 2020, including as Chief Financial Officer from April 2005 through December 2018, and currently serves as an advisor to Danaher. From the time he joined Danaher in 1991 until his appointment as Executive Vice President, Mr. Comas served in various roles with responsibilities over corporate development, treasury, finance and risk management. Mr. Comas also serves on the board of directors of Fortive Corporation. Mr. Comas has deep expertise in finance, strategy, corporate development, capital allocation, accounting, human capital management, and risk management. His role in Danaher’s mergers and acquisition program is a domain expertise that is particularly valuable to Veralto given the importance of its acquisition program. In addition, through his extensive leadership experience at Danaher, he has direct understanding of the principles of VES and its culture of continuous improvement. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Water Quality (Segment) •Product Quality & Innovation (Segment) •Corporate Strategy, Capital Allocation, M&A | •Accounting •Finance •Global/International | •Branding/Marketing |

  21. Election of Directors

    | 10 | 2024 PROXY STATEMENT |

  22. Election of Directors

    | WALTER G. LOHR, JR. | | Age 80 | INDEPENDENT | | Class II Director since 2023 Committees: • Nominating and Governance (Chair) Other Public Directorships: • Danaher Corporation | Mr. Lohr was a partner of Hogan Lovells, a global law firm, until retiring in 2012, and has also served on the boards of private and non-profit organizations. Prior to his tenure at Hogan Lovells, Mr. Lohr served as assistant attorney general for the State of Maryland. Mr. Lohr also serves on the board of directors of Danaher and has advised Danaher that he will not stand for re-election at its 2024 annual shareholders meeting. Mr. Lohr has extensive experience advising companies in a broad range of transactional matters, including mergers and acquisitions, contests for corporate control and securities offerings. His extensive knowledge of the legal strategies, issues and dynamics that pertain to mergers and acquisitions and capital raising is a critical resource for Veralto given the importance of its acquisition program. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Corporate Strategy, Capital Allocation, M&A | •Government, Legal or Regulatory | •Accounting |

  23. Election of Directors

    | HEATH A. MITTS | | Age 53 | INDEPENDENT | | Class III Director since 2023 Committees: • Audit Other Public Directorships: • TE Connectivity | Mr. Mitts has served since September 2016 as Executive Vice President, Chief Financial Officer of TE Connectivity, a technology company that designs and manufactures connectors and sensors for several industries, where he is responsible for developing and implementing financial strategy. Mr. Mitts has also served as a director of TE Connectivity since March 2021. Prior to that, Mr. Mitts served as Senior Vice President and Chief Financial Officer and in other executive financial roles for IDEX Corporation, an applied solutions company specializing in fluid and metering technologies, health and science technologies, and fire, safety and other diversified products, from 2005 to September 2016, and as Chief Financial Officer PerkinElmer, Asia, based in Singapore, from 2001 to 2005. Prior to his service with PerkinElmer, Mr. Mitts held various senior financial leadership positions during his tenure at Honeywell International from 1996 to 2001. Mr. Mitts also served as a director of Columbus McKinnon Corporation, a material handling and motion control manufacturer, from May 2015 to January 2024, where he served on the audit and compensation committees. Mr. Mitts’ extensive senior financial leadership experience at decentralized, business-system driven publicly traded companies, including expertise leading acquisitions and water sector knowledge, as well as his public board expertise, make him a valuable addition to the Veralto Board. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Global/International •Corporate Strategy, Capital Allocation, M&A | •Finance •Water Quality (Segment) | •Accounting |

  24. Election of Directors

    | JOHN T. SCHWIETERS | | Age 84 | INDEPENDENT | | Class II Director since 2023 Committees: • Audit (Chair) Other Public Directorships: • Danaher Corporation | Mr. Schwieters served as Principal of Perseus TDC, a real estate investment and development firm, from 2013 until May 2023. He also served as a Senior Executive of Perseus, LLC, a merchant bank and private equity fund management company, from 2012 to 2016, and as Senior Advisor from 2009 to 2012. Mr. Schwieters also serves on the board of directors of Danaher. In addition to his roles with Perseus, Mr. Schwieters led the Mid-Atlantic region of one of the world’s largest accounting firms after previously leading that firm’s tax practice in the Mid-Atlantic region, and has served on the boards and chaired the audit committees of several NYSE-listed public companies. He brings to Veralto extensive knowledge and experience in the areas of public accounting, tax accounting and finance, which are areas of critical importance to Veralto as a large, global and complex public company. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Global/International •Corporate Strategy, Capital Allocation, M&A | •Finance •Sustainability | •Accounting |

  25. Election of Directors

    | 2024 PROXY STATEMENT | 11 |

  26. Election of Directors

    | CINDY L. WALLIS-LAGE | | Age 61 | INDEPENDENT | | Class II Director since 2023 Committees: • Nominating and Governance Other Public Directorships: • Comfort Systems USA | Ms. Wallis-Lage served as Executive Director, Sustainability and Resilience of Black & Veatch Holding Company, a private engineering, consulting and construction company with a more than 100-year track history of innovation in sustainable infrastructure, from January 2022 to September 2022. In this role, Ms. Wallis-Lage focused on driving a sustainability brand and establishing and integrating environmental, social and governance policies and practices. Prior to that, she served as President, Global Water Business of Black & Veatch from January 2012 to December 2021. Ms. Wallis-Lage also served as a board director for Black & Veatch from March 2012 to September 2022. A 35-year veteran of Black & Veatch, Ms. Wallis-Lage was an active champion of water's true value and its impact on sustainable communities. In addition, Ms. Wallis-Lage has served on the Comfort Systems USA board of directors since May 2021, where she currently serves on the nominating, governance and sustainability committee. Ms. Wallis-Lage is well-known in the industry for her expertise in the treatment and reuse of water and wastewater resources. Her extensive senior executive experience leading strategies, development and operations of a global water-related business, including the development of sustainability practices and digital platforms, is a key asset to Veralto in light of its portfolio and strategic priorities. Ms. Wallis-Lage also provides valuable insight from her public board experience. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Global/International •Water Quality (Segment) •Corporate Strategy, Capital Allocation, M&A | •Finance •Branding/Marketing | •Digital •Sustainability |

  27. Election of Directors

    | THOMAS L. WILLIAMS | | Age 65 | INDEPENDENT | | Class III Director since 2023 Committees: • Compensation (Chair) Other Public Directorships: • Goodyear Tire & Rubber Company • Sherwin-Williams | Mr. Williams served as Executive Chairman of Parker Hannifin Corporation, which manufactures and sells motion and control technologies and systems for mobile, industrial and aerospace markets, from since January 2023 until December 2023. From the time he joined Parker Hannifin in 2003, Mr. Williams served as Chief Executive Officer and director of Parker Hannifin from February 2015 to December 2022, as Chairman of the board of directors of Parker Hannifin from January 2016 to December 2022. Previously, he was Executive Vice President and Operating Officer of Parker Hannifin with responsibility for Parker’s Aerospace, Engineered Materials, Filtration, Instrumentation and Asia Pacific groups and its Strategic Pricing department from 2003 to January 2015. Prior to joining Parker Hannifin, Mr. Williams held a number of key management positions at General Electric Company, a diversified manufacturing company. Mr. Williams has served as a director at the Goodyear Tire & Rubber Company since February 2019 and chairs its governance committee, and a director of Sherwin- Williams, a paint and coatings company, since July 2023 and serves on its compensation committee. Previously, he served as a director at Chart Industries, Inc., a global manufacturer of highly-engineered equipment serving the clean energy and industrial gas markets, from 2008 to 2019. Mr. Williams’ significant chief executive officer experience and operational leadership at public companies, including his deep knowledge of executive compensation and governance expertise from his service on the boards of multiple public companies, are a valuable resource to the Veralto Board. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Global/International •Public Company CEO and/or President •Corporate Strategy, Capital Allocation, M&A | •Product Quality & Innovation •Sustainability •Branding/Marketing | •Digital •Product Innovation |

  28. Election of Directors

    | 12 | 2024 PROXY STATEMENT |

  29. Election of Directors

    Board Selection

  30. Board Orientation

    | Our Board of Directors recognizes that Veralto’s success over the long term requires a robust framework of corporate governance that serves the best interests of all our shareholders and promotes robust risk oversight. Below are highlights of our corporate governance framework, and additional details follow in the sections below. | | | | Our Chair and CEO positions are separate, with an independent Chair. | | | Independent directors meet regularly without management. | | | Recommendation to our shareholders pursuant to Proposal 4 to hold a say-on-pay advisory vote every year. | | | We have robust stock ownership requirements for our directors and executive officers. | | | Director orientation and continuing education programs for directors. | | | We have no shareholder rights plan. | | | Our corporate governance guidelines limit the number of boards of other public companies on which our directors may serve to four. | | | We maintain a related person transaction policy with oversight by the Nominating and Governance Committee. | | | All members of the Audit Committee are audit committee financial experts. | | | All members of our Audit, Compensation and Nominating and Governance Committees are independent as defined by the New York Stock Exchange listing standards and applicable SEC rules. |

  31. Recoupment (Clawback) Policy

    Recoupment (Clawback) Policy To further discourage inappropriate or excessive risk-taking, our Board adopted a rigorous compensation recoupment (or clawback) policy at Separation applicable to our executive officers who are subject to the reporting requirements of Section 16 under the Exchange Act (“covered persons”), including our NEOs, effective October 2, 2023. The policy was adopted in accordance with SEC rules and NYSE listing standards, which mandate the recovery of certain erroneously paid performance-based incentive compensation that may be received by our current and former Section 16 officers on or after October 2, 2023, if the Company has a required accounting restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made. Pursuant to the policy, the Board will, in addition to all other remedies available to us, require reimbursement or payment to us of any erroneously paid performance-based incentive compensation awarded to any covered person within the three-year look back period. Also pursuant to the policy, the Board has the right to require reimbursement of the entire amount of any such incentive compensation payment from any covered person whose fraud or other intentional misconduct in the Board’s judgment alone or with others caused the accounting restatement. In addition, the stock plans in which our executive officers participate contain provisions for recovering awards upon certain circumstances. Under the terms of our 2023 Omnibus Incentive Plan (“Omnibus Plan”), if an employee is terminated for gross misconduct, the administrator may cause the participant’s unexercised or unvested equity awards to be partially or completely forfeited. In addition, under the terms of our Executive Deferred Incentive Program (“EDIP”), if termination of an employee’s participation in the plan 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 us.

  32. Non-Management Director Compensation Philosophy

    Non-Management Director Compensation Philosophy We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board and the Nominating and Governance Committee are guided by the following principles: •compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of responsibilities; •a significant portion of the total compensation should be paid in stock-based awards to align directors’ interests with the long-term interests of our shareholders; and •the structure of the compensation program should be simple and transparent.

  33. Process for Setting Non-Management Director Compensation

    Process for Setting Non-Management Director Compensation The Nominating and Governance Committee is responsible for reviewing and making recommendations to the Board regarding non-management director compensation (although the Board makes the final determination regarding the amounts and type of non-management director compensation). The Committee engages FW Cook, the Board’s independent compensation consultant, to prepare regular reports on market non-management director compensation practices and evaluate our program in light of the results of such reports. The Committee typically reviews, and seeks advice from FW Cook regarding, the Company’s non-management director compensation on an annual basis. The Omnibus Plan limits the amount of cash and equity compensation that we may pay to a non-management director each year. Under the plan terms, an annual limit of $800,000 per calendar year applies to the sum of all cash and equity-based awards (calculated based on the grant date fair value of such awards for financial reporting purposes) granted to each non-management director for services as a member of the Board.

  34. 2023 Non-Management Director Compensation Structure

    2023 Non-Management Director Compensation Structure

  35. 2023 Non-Management Director Compensation Structure

    | + | Board Chair | $150,000* | | | Audit Committee Chair | $25,000 | | | Compensation Committee Chair | $20,000 | | | Nominating and Governance Chair | $15,000 | | | * Equity retainer | |

  36. 2023 Non-Management Director Compensation Structure

    Director cash retainers are paid quarterly in arrears. Director annual equity awards and the Board chair equity retainer are divided equally (based on target award value) between options and RSUs. The options are fully vested as of the grant date. The RSUs 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 Veralto’s shareholders following the grant date, but the underlying shares are not issued until the earlier of the director’s death or the first day of the seventh month following the director’s retirement from the Board. Veralto also reimburses directors for Veralto-related out-of-pocket expenses, including travel expenses.

  37. 2023 Non-Management Director Compensation Structure

    | 26 | 2024 PROXY STATEMENT |

  38. 2023 Non-Management Director Compensation Structure

    Director Summary Compensation Table The table below summarizes the compensation paid by Veralto to the non-management directors for the post-Separation period between October 1, 2023 when Veralto commenced its operations as a standalone company, and December 31, 2023. Jennifer L. Honeycutt serves as a director and executive officer of Veralto but she has not received and does not receive any additional compensation for services provided as a director. In connection with the Separation that occurred on September 30, 2023, the Nominating and Governance Committee and the Board approved a prorated annual equity retainer for non-management directors to reflect the period from October 1, 2023 through May 21, 2024 (the date of our Annual Meeting). Ms. Filler received a similarly-prorated equity award for her role as the Board chair in January 2024.

  39. 2023 Non-Management Director Compensation Structure

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Total ($) | | Françoise Colpron(3) | — | 52,550 | 52,502 | 105,052 | | Daniel L. Comas(3) | — | 52,550 | 52,502 | 105,052 | | Linda H. Filler(3) | — | 52,550 | 52,502 | 105,052 | | Shyam P. Kambeyanda(3) | — | 52,550 | 52,502 | 105,052 | | William H. King(3) | — | 52,550 | 52,502 | 105,052 | | Walter G. Lohr, Jr.(3) | — | 52,550 | 52,502 | 105,052 | | Heath A. Mitts(3) | — | 52,550 | 52,502 | 105,052 | | John T. Schwieters(3) | — | 52,550 | 52,502 | 105,052 | | Cindy L. Wallis-Lage(3) | — | 52,550 | 52,502 | 105,052 | | Thomas L. Williams(3) | — | 52,550 | 52,502 | 105,052 |

  40. 2023 Non-Management Director Compensation Structure

    (1) The amounts reflected in these columns represent the aggregate grant date fair value of the applicable award computed in accordance with FASB ASC Topic 718. With respect to stock awards, the grant date fair value under FASB ASC Topic 718 is calculated based on the number of shares Veralto common stock underlying the award, times the closing price of the Veralto common stock on the date of grant (but discounted to account for the fact that RSUs do not accrue dividend rights prior to vesting and distribution). With respect to stock options, the grant date fair value under FASB ASC Topic 718 has been calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures): for the 2023 stock option grants to all directors above, a 7.0 year option life; a risk-free interest rate of 4.69%; a stock price volatility rate of 33.04%; and a dividend yield of 0.00% per share. (2) The table below sets forth as to each non-management director the aggregate number of unvested RSUs and aggregate number of stock options outstanding as of December 31, 2023. All of the stock options set forth in the table below are fully vested. The RSUs set forth in the table below vest in accordance with the terms described above.

  41. 2023 Non-Management Director Compensation Structure

    | Name of Director(s) | Aggregate Number of Stock Options Owned as of December 31, 2023 (#) | Aggregate Number of Unvested RSUs Owned as of December 31, 2023 (#) | | Françoise Colpron | 1,590 | 711 | | Daniel L. Comas | 1,590 | 711 | | Linda H. Filler | 1,590 | 711 | | Shyam P. Kambeyanda | 1,590 | 711 | | William H. King | 1,590 | 711 | | Walter G. Lohr, Jr. | 1,590 | 711 | | Heath A. Mitts | 1,590 | 711 | | John T. Schwieters | 1,590 | 711 | | Cindy L. Wallis-Lage | 1,590 | 711 | | Thomas L. Williams | 1590 | 711 |

  42. 2023 Non-Management Director Compensation Structure

    | 2024 PROXY STATEMENT | 27 |

  43. 2023 Non-Management Director Compensation Structure

    (3) Veralto’s directors are paid quarterly in arrears. As such, they did not receive any cash payment in 2023. Veralto does not have a Director’s Deferred Compensation Plan.

  44. 2023 Non-Management Director Compensation Structure

    | Name of Director(s) | 2023 Phantom Shares Received Under Deferred Compensation Plan (#) | | Françoise Colpron | 0 | | Daniel L. Comas | 0 | | Linda H. Filler | 0 | | Shyam P. Kambeyanda | 0 | | William H. King | 0 | | Walter G. Lohr, Jr. | 0 | | Heath A. Mitts | 0 | | John T. Schwieters | 0 | | Cindy L. Wallis-Lage | 0 | | Thomas L. Williams | 0 |

  45. 2023 Non-Management Director Compensation Structure

    | 28 | 2024 PROXY STATEMENT |

  46. Executive Compensation Program Objectives

    Executive Compensation Program Objectives With the goal of building long-term value for our shareholders, we have an executive compensation program designed to: •attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Veralto’s size, diversity and global footprint; •motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long term and through a range of economic cycles; and •link compensation to the achievement of goals and objectives that we believe best correlate with the creation of long-term shareholder value, including financial and strategic as well as sustainability-related objectives. To achieve these objectives our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term equity awards tied closely to shareholder returns and subject to significant vesting periods. Our executive compensation program is designed to reward our executive officers for helping increase long-term shareholder value, achieving annual business goals and building long-term careers with Veralto. The markets in which we operate are competitive, with demand sometimes exceeding the supply of talent, resulting in significant increases in compensation paid by the companies with whom we compete for this talent. The same conditions exist in the market for executive-level talent that can provide innovative leadership while managing at a global scale across multiple complex businesses. As a result, we will proactively assess our executive compensation program to ensure it remains competitive in light of market conditions.

  47. Post-Separation Compensation Decisions

    Post-Separation Compensation Decisions In 2023, the Compensation Committee created a post-Separation executive compensation program tailored to our new company and designed to cover the transitional period immediately post-Separation for the three-month period between October 1, 2023 and December 31, 2023. The Compensation Committee ratified an annual salary top-up for Ms. Honeycutt agreed to by the Danaher Compensation Committee to align her compensation to be more in line with that of the peer group CEOs. The Compensation Committee designed a 2023 post-Separation annual compensation plan weighted 60% towards the Company Financial Factor (“CFF”). The CFF was based on two equally weighted metrics, Adjusted Operating Profit and Core Revenue Growth. The financial metrics were designed to reward our executives for performance that was within their control over the shortened performance period. The remaining 40% of the program was weighted towards each individual executive officer’s Personal Performance Factor (“PPF”). In addition, the Compensation Committee was responsible for approving the payout of annual incentive compensation for the pre-Separation period. The Compensation Committee did not design a 2023 long-term incentive program as each of the Veralto executive officers had already received their annual equity grant while employed by Danaher in the pre-Separation portion of 2023. However, the Compensation Committee ratified a one-time equity award to Ms. Honeycutt agreed to by the Danaher Compensation Committee in recognition of the equity opportunity foregone with the Separation and due to her effort in standing up a

  48. Key Recent Changes to Executive Compensation Program for 2024

    Key Recent Changes to Executive Compensation Program for 2024 For 2024, the Compensation Committee approved changes to the executive compensation program to enhance durability and pay-for-performance alignment. The annual incentive plan is weighted 70% towards the CFF with financial metric weightings of 50% Adjusted Operating Profit, 30% Core Growth, and 20% Free Cash Flow Conversion. The segment leaders’ plans are tied more closely to their respective segment financial performance while still maintaining a significant link to enterprise-wide performance. Their plans will have 50% of their payout tied to segment financial metrics that mirror the enterprise-wide plan: 50% adjusted segment operating profit, 30% segment core growth, and 20% adjusted segment working capital turnover improvement. The two segment leaders will have 20% of their payout tied to the same enterprise wide financial metrics as the other executives: 50% Adjusted Operating Profit, 30% Core Growth, and 20% Free Cash Flow Conversion. The remaining 30% of the program is weighted towards each individual executive officer’s personal performance factor (PPF). All Veralto executives have adopted ESG performance objectives aligned with key company priorities and goals as part of their personal performance objectives aligned with Veralto’s purpose of Safeguarding the World’s Most Vital ResourcesTM. The Compensation Committee designed a long-term compensation plan that balances stock options, restricted stock units, and performance stock units in order to motivate the executives while encouraging long-term, sustainable growth aligned with Veralto’s shareholders. The performance stock units are based on Veralto’s relative market performance and are balanced with a return on invested capital modifier. Together, the elements of the 2024 annual and long-term executive compensation programs are designed to enforce strong linkages between (1) pay and performance, (2) the interests of our shareholders and the interests of our executive officers, and (3) Veralto’s strategic plan and executive compensation program. The Compensation Committee has designed the executive compensation program as a baseline for continued success. The Compensation Committee expects to continue to improve the executive compensation program as appropriate, including alignment with emerging trends that satisfy a clear business rationale for Veralto, but also believes that consistent use of best-practice designs is important in effectively communicating key messages to our executives.

  49. Key Recent Changes to Executive Compensation Program for 2024

    | | 2023 Post-Separation Design | | 2024 Design | | | Pay Element | Form | Performance Requirement | Form | Performance Requirement | | Long-Term Incentive Compensation (Equity) | Stock options | •4-year, time-based vesting schedule •Options only have/increase in value if Veralto’s stock price increases | Stock options | •4-year, time-based vesting schedule •Options only have/increase in value if Veralto’s stock price increases | | | Restricted stock units (RSUs) | •4-year, time-based vesting schedule | Restricted stock units (RSUs) | •4-year, time-based vesting schedule | | | | | Performance share units (PSUs) | •PSUs only vest pursuant to the Company’s performance over a total shareholder return (TSR) ranking relative to the S&P 500 Index and an ROIC modifier over an approximately three-year performance period | | Annual Cash Incentive Compensation | | •60% Company Payout Factor –50% Adjusted Operating Profit –50% Core Revenue Growth •40% Personal Performance Factor | | •70% Company Payout Factor –50% Adjusted Operating Profit –30% Core Revenue Growth –20% Free Cash Flow Conversion •30% Personal Performance Factor |

  50. 2023 Executive Compensation

    | Pay Element | Primary Objectives | Form | Performance Requirement | Key Committee Considerations in Determining Compensation | | Long-Term Incentive Compensation (Equity) | •Attract, retain and motivate skilled executives •Align the interests of management and shareholders by ensuring that realized compensation is: –Commensurate with long-term changes in share price | Stock options | •4-year, time-based vesting schedule | This pay element represented the most significant component of compensation for each NEO for 2023. This pay element has the heaviest weighting of all our executive compensation program elements because it best supports our retention and motivation objectives and aligns the interests of our executives and shareholders. To successfully separate Veralto, the Danaher Compensation Committee (with ratification from the Veralto Compensation Committee, as necessary) granted stock options and time-vested restricted stock units to newly hired executive officers and in connection with promotions into our executive leadership team. The late September timing of the separation precluded Veralto from granting performance stock units (“PSUs”). However, in 2024, the Compensation Committee has designed a program that is 50% PSUs based on the company’s relative total shareholder return against the S&P 500, as well as a ROIC modifier. | | | | Restricted stock units (RSUs) | •4-year, time-based vesting schedule | | | Annual Cash Incentive Compensation | •Motivate executives to achieve near-term operational and financial goals that support our long-term business objectives and strategic priorities •Attract, retain and motivate skilled executive •Allow for meaningful pay differentiation tied to annual performance of individuals and groups | | | This pay element represented a significant component of compensation for each NEO for 2023. Its focus on near-term performance and the cash nature of the award complements the longer-term, equity- based compensation elements of our program. The 2023 post-Separation Financial metrics of Adjusted Operating Profit and Core Revenue Growth were designed to reward our executives for performance that was within their control over the shortened performance period. For 2024, the Compensation Committee has further weighted the design of the program towards Company performance, with a 70% Company Payout Percentage and a 30% Personal Payout Percentage. The financial metrics are designed as part of a more sustainable, regular executive compensation program. |

  51. Compensation Governance

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Four-year vesting requirement for stock options and RSUs; three-year performance period for PSUs (first grant in 2024) | | No tax gross-up provisions (except as applicable to management employees generally such as relocation policy) | | | Incentive compensation programs feature multiple, different performance measures aligned with the Company’s strategic performance metrics | | No “single trigger” change of control benefits | | | Short-term and long-term performance metrics that balance our absolute performance and our relative performance versus peer companies in 2024 | | No US defined benefit pension programs | | | Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing | | No hedging of Veralto securities permitted |

  52. Compensation Governance

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Minimum one-year vesting requirement for 95% of shares granted under the Company’s stock plan | | No long-term incentive compensation is denominated or paid in cash | | | Stock ownership requirements for all executive officers | | No above-market returns on deferred compensation plans | | | Limited perquisites | | No overlapping performance metrics between short-term and long-term incentive compensation program | | | Independent compensation consultant that performs no other services for the Company | | |

  53. Compensation Governance

    | ATTRIBUTE | KEY RISK MITIGATING EFFECT | | •Emphasis on long-term, equity-based compensation •Four-year vesting requirement for stock options and RSUs, and three-year performance period for PSUs starting with the first grant in 2024 •Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing | •Discourages risk-taking that produces short-term results at the expense of building long-term shareholder value •Helps ensure executives realize their compensation over a time horizon consistent with achieving long-term shareholder value •Helps deter inappropriate actions and decisions that could harm Veralto and its key stakeholders | | •Incentive compensation programs feature multiple, complementary performance measures aligned with business strategy | •Mitigates incentive to over-perform with respect to any particular metric at the expense of other metrics | | •Cap on annual cash incentive compensation plan payments and on number of performance shares that may be earned under equity awards | •Mitigates incentive to over-perform with respect to any particular performance period at the expense of future periods | | •Stock ownership requirements for all executive officers •No hedging of Veralto securities permitted | •Aligns executives’ economic interests with the long-term interests of our shareholders | | •Annual cash incentive compensation awards are subject to Compensation Committee discretion | •Mitigates risks associated with a strictly formulaic program, which could unintentionally incentivize an undue focus on certain performance metrics or encourage imprudent risk taking •Provides Compensation Committee the opportunity as appropriate to adjust awards based on how results are achieved | | •Independent compensation consultant | •Helps ensure advice will not be influenced by conflicts of interest |

  54. Long-Term Incentive Awards

    Long-Term Incentive Awards

  55. Target Award Values

    Target Award Values In February 2023, the Danaher Compensation Committee subjectively determined the target dollar value of annual equity compensation to be delivered to Ms. Honeycutt in 2023. The pre-Separation target compensation of each of the NEOs other than Ms. Honeycutt was generally determined by the officer’s manager with input from Danaher’s CEO in certain cases, except that their equity awards were ultimately subject to approval by the Danaher Compensation Committee. For all equity awards granted on or after Separation, our Compensation Committee determined the target dollar value of each award, taking into account the following factors (none of which was assigned a particular weight by the Committee): •the relative complexity and importance of the officer’s position; •the officer’s performance record and potential to contribute to future company performance and assume additional leadership responsibility; •the risk/reward ratio of the award amount compared to the length of the related vesting provisions, including the fact that the vesting periods applicable to our executive awards are longer than typical for our peer group;

  56. Equity Award Mix

    Equity Award Mix With respect to each of the NEO 2023 annual equity awards, one-half of the target award value was delivered as stock options and one-half as RSUs (please see “Grants of Plan-Based Awards” table for the grant date fair value of the awards granted to each NEO). For all Veralto NEOs, the Danaher Compensation Committee believed that the combination of stock options and RSUs effectively balances the goals of incentivizing and rewarding shareholder value creation while supporting their talent retention objectives. The Danaher executive compensation program normally awards PSUs, but the Danaher Compensation Committee determined that RSUs were more appropriate for Ms. Honeycutt given the shortened performance period due to the anticipated Separation. Stock options inherently incentivize shareholder value creation since option holders realize no value unless a company’s stock price rises after the option grant date. Beginning in 2024, the Compensation Committee designed an equity award program with a mix that includes 50% PSUs, which incentivize shareholder value creation as the value of PSUs is tied directly to Veralto’s relative TSR performance. Our 2023 NEO stock options and RSUs vest over four years. In 2024, the NEO PSUs are subject to a three-year performance period. In aggregate, these periods promote stability and encourage officers to take a long-term view of our performance.

  57. PSU Performance Criteria

    PSU Performance Criteria Beginning in 2024, the Compensation Committee determined that executive officer PSUs will be subject to two performance criteria:

  58. RELATIVE TSR

    RELATIVE TSR The number of shares Veralto common stock that vest pursuant to the PSU award is based primarily on the Company’s total shareholder return (TSR) ranking relative to the S&P 500 Index over an approximately three-year performance period. The Compensation Committee established threshold, target and maximum relative TSR performance levels and established a payout percentage curve that relates each level of performance to a payout expressed as a percentage of the target PSUs, as illustrated in the table below:

  59. RELATIVE TSR

    | Performance Level (Relative TSR Rank Within S&P 500 Index) | Payout Percentage (%) | | Below 25th percentile | 0 | | 25th percentile | 50 | | 50th percentile | 100 | | 75th percentile or above | 200 |

  60. RELATIVE TSR

    | 46 | 2024 PROXY STATEMENT |

  61. RELATIVE TSR

    The payout percentages for performance between the performance levels indicated above are determined by linear interpolation. The Compensation Committee selected the S&P 500 Index as the relative TSR comparator group because the index consists of a broad and stable group of companies that represents investors’ alternative capital investment opportunities, reinforcing the linkage between our executive compensation program and the long-term interests of our shareholders.

  62. Equity Conversion in 2023

    Equity Conversion in 2023 All outstanding Danaher equity held by Veralto associates as of the Separation was converted into Veralto equity using a conversion ratio that maintained all value and terms of the original Danaher equity. •Ms. Honeycutt’s PSU grants from 2021 were certified as of the Separation and converted into Veralto RSUs with the same service vesting terms based on an earned payout percentage of 87.461%, resulting from Danaher’s absolute TSR of 8.06% ranking in the 47th percentile relative to the TSRs of the companies in the S&P 500 Index as of the beginning of the performance period (February 24, 2021). Danaher’s Average ROIC Change with respect to the 2021 PSUs was +494 basis points, resulting in a +10% modifier. •Ms. Honeycutt’s PSU grants from 2022 was certified as of the Separation and converted into Veralto RSUs with the same service vesting terms based on an earned payout percentage of 60.381%, resulting from Danaher’s absolute TSR of -8.53% ranking in the 42nd percentile relative to the TSRs of the companies in the S&P 500 Index as of the beginning of the performance period (February 24, 2022). Danaher’s Average ROIC Change with respect to the 2022 PSUs was -59 basis points, resulting in a -10% modifier. These RSUs remain subject to a further mandatory holding period that runs through 2025 for the 2021 grant and 2026 for the 2022 grant.

  63. Annual Incentive Awards

    Annual Incentive Awards The diagram below illustrates the 2023 post-Separation annual incentive award opportunities the Compensation Committee determined for the Company’s NEOs in October 2023 under the Omnibus Plan, each element of which is further described below.

  64. Annual Incentive Awards

    | | | | | | | COMPANY PAYOUT PERCENTAGE (60%) | | | | | | | | | | BASE SALARY | | TARGET BONUS PERCENTAGE | | COMPOSITE PAYOUT PERCENTAGE | | | | | | | | | | + | | | | | | | | PERSONAL PAYOUT PERCENTAGE (40%) |

  65. Target Bonus Percentage and Personal Payout Percentage

    Target Bonus Percentage and Personal Payout Percentage Prior to separation, Ms. Honeycutt served as an executive officer of Danaher and, as such, her pre-Separation compensation was determined and approved by the Danaher Compensation Committee. Each of the other Veralto named executive officers was employed by Danaher before Separation, but none were executive officers of Danaher. The pre-Separation target compensation of each of the Named Executive Officers other than Ms. Honeycutt was generally determined by the officer’s manager with input from Danaher’s CEO in certain cases.

  66. Target Bonus Percentage and Personal Payout Percentage

    | Executive Officer | Target Bonus Percentage (%) | 2023 Personal Performance Objectives | | Jennifer L. Honeycutt President and Chief Executive Officer | 135 | Consisted of qualitative goals relating to the implementation of DBS/VES to drive continuous improvement for her business units at the beginning of the year, the Veralto businesses and Veralto at year end; qualitative goals for her business units relating to strategy development in anticipation of the Veralto separation including inorganic growth, cultivation and ESG; quantitative goals for her business units relating to strengthening talent development, succession planning, associate engagement, and diversity representation; qualitative goals relating to the successful execution of the Veralto separation and stand-up. | | Sameer Ralhan Senior Vice President and Chief Financial Officer | 90 | Consisted of qualitative goals with respect to public company standup such as investor activities, capital allocation policies, audit procedures and debt financing; understanding the key business drivers, his function’s organization and Veralto Enterprise System tools; completion of critical hiring, talent assessment, and engagement; development of financial processes for independent company success. | | Melissa Aquino Senior Vice President, Water Quality | 80 | Consisted of qualitative goals with respect to the separation of the Veralto separation, specifically around critical role hiring, board development and change management to ensure sustained performance and associate stability; execution of her segment’s strategy and updating to prepare for separation of the Veralto business; transitional oversight of one of her segment’s businesses; partner with our strategic and corporate development leaders to prepare for capital deployment; and quantitative goals around engagement. |

  67. Target Bonus Percentage and Personal Payout Percentage

    | 48 | 2024 PROXY STATEMENT |

  68. Target Bonus Percentage and Personal Payout Percentage

    | Executive Officer | Target Bonus Percentage (%) | 2023 Personal Performance Objectives | | Mattias Byström Senior Vice President, Product Quality Innovation | 80 | Consisted of qualitative goals with respect to the separation of the Veralto business, specifically around change management to ensure sustained performance and associate stability; development of his segment’s narrative for investor relations and future business development; partner with our strategic and corporate development leaders to prepare for capital deployment; and active support for diversity efforts as executive sponsor of an associate resource group. | | Sylvia Stein Senior Vice President, Chief Legal Officer | 70 | Consisted of qualitative goals with respect to Veralto’s execution of compliance activities; support for public reporting as independent company; proper knowledge transfer of her function’s key responsibilities; development of her function’s corporate budget; partnership for creation of enterprise Environmental, Sustainability and Governance structure and other strategic areas; and her immersion for her role and the Veralto Enterprise System tools. |

  69. DETERMINING TARGET BONUS PERCENTAGE

    DETERMINING TARGET BONUS PERCENTAGE In determining the target bonus percentage for Ms. Honeycutt, the Danaher Compensation Committee considered the relative complexity and importance of the executive’s position and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. Each of the other Veralto NEO’s target bonus was generally determined by the officer’s manager with input from Danaher’s CEO in certain cases. The Compensation Committee determined the executive officer’s target bonus percentages for 2024.

  70. DETERMINING PERSONAL PAYOUT PERCENTAGE

    DETERMINING PERSONAL PAYOUT PERCENTAGE Following the end of 2023, the Compensation Committee used its best judgment and determined for each NEO a Personal Payout Percentage between 0% and 200%. The Committee believes that its ability to exercise discretion in connection with the annual executive cash incentive compensation awards is an important element in reaching balanced compensation decisions that are consistent with our strategy, reward both current year performance and sustained long-term value creation, and reward achievements that advance our sustainability strategy. The Committee’s ability to exercise discretion: •helps mitigate the risks associated with a rigid and strictly formulaic compensation program, which could unintentionally create incentives for our executives to focus only on certain performance metrics or encourage imprudent risk taking; •gives the Committee flexibility to address changes in economic conditions and our operating environment that occur during the performance period; and •allows the Committee to adjust compensation based on factors that would not be appropriately reflected by a strictly formulaic approach focused solely on Company performance, such as advancing sustainability-related goals, championing Veralto’s culture and values and recognition of individual performance levels. Without assigning any particular weight to any individual factor, the Committee took into account the executive’s execution against their personal performance objectives for the year, the executive’s performance with respect to each of the Company’s four “Core Behaviors” (which are a set of standards and behaviors that Veralto associates are expected to aspire to and are assessed against), the executive’s overall performance for the year, the size of the Company Payout Percentage for the year, and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. Without limiting the foregoing, with respect to the executive officer team’s 2023 performance as a whole, the Committee considered in particular the Company’s 2023 financial performance; the Company’s successful separation from Danaher to create a separate, publicly-traded company; and the Company’s proactiveness during the year in identifying and executing upon opportunities to invest in the Company’s future financial and competitive positioning. The average Personal Payout Percentage of the NEOs (other than Ms. Honeycutt) was 131%. The Company awarded Ms. Honeycutt a Personal Payout Percentage of 165% for 2023, based primarily on the Company’s financial and operational performance; progress toward the Core Value Driver results for Pall Industrial, Danaher High-Growth Markets and the Veralto businesses; progress toward its DE+I representation and talent development objectives; progress toward separating the Veralto business to create a separate, publicly-traded company; and progress in further

  71. DETERMINING PERSONAL PAYOUT PERCENTAGE

    | 2024 PROXY STATEMENT | 49 |

  72. DETERMINING PERSONAL PAYOUT PERCENTAGE

    enhancing the Company’s strategy development processes, strategic direction , Environmental, Sustainability & Governance structure and growth capabilities .

  73. Company Payout Percentage

    Company Payout Percentage The post-Separation Company Payout Percentage is formulaic, based on the Company’s 2023 performance against the Adjusted Operating Profit and Core Revenue Growth metrics described above and below and in Appendix A (the “Metrics”). The Committee weighted the two metrics evenly for the post-Separation year and chose the metrics in part because they were the most predictable and relevant metrics for the 3-month post-Separation period in 2023. For each of the Metrics, the Committee established threshold, target and maximum levels of Company performance, as well as a payout percentage curve that related each level of performance to a payout expressed as a percentage of target bonus. The payout percentage was 0% for below-threshold performance, 50% for threshold performance, 100% for target performance and 200% for performance that equaled or exceeded the maximum. The payout percentages for performance between threshold and target, or between target and maximum, respectively, were determined by linear interpolation. In determining the target performance level and payout percentage curve for the Metrics, the Committee considered historical performance data for the Company and its peer group, analyst estimates for the Company’s peer group, the Company’s annual budget and macroeconomic/end-market trends. For each Metric, the Committee set the performance target at a level it believed would represent attractive financial performance within our industry and would require a high (but achievable) level of Company performance, while requiring what it believed would be outstanding performance to achieve the maximum payout level. Following the end of 2023, the post-Separation Company Payout Percentage was calculated as follows:

  74. Company Payout Percentage

    | | 2023 Performance/Payout Matrix | | | | | | | | Metric | Threshold Performance Level | Target Performance Levels | Maximum Performance Level | Payout (before weighting) (%) | | Metric Weighting | Weighted Payout (%) | | Adjusted Operating Profit | | | | | 99 | | 49 | | Core Revenue Growth | | | | | 200 | | 100 | | | | | | COMPANY PAYOUT PERCENTAGE: | | | 149% (as rounded) |

  75. Company Payout Percentage

    Core to the determination of the 2023 performance factors was the question of how best to address the Separation of Veralto from Danaher during the year. The Committee agreed to utilize blended performance factors for each participant weighted towards their time in each plan: pre-Separation (January 1 or time of hire through September 29, 2023) and post-Separation (September 30, 2023 through December 31, 2023) results. On that basis, the performance factors used in calculating Veralto’s Executive Officer incentive compensation were as such below: •Ms. Honeycutt participated in the Danaher Executive Officer ICP Bonus Plan and her pre-Separation company performance factor was 0.85, which was the calculated factor used at the end of the third quarter of 2023. Since Ms. Honeycutt no longer had influence of the results over Danaher post-Separation, the Committee determined to use this flat rate as the CFF. •Mr. Ralhan and Ms. Stein participated in Danaher’s Corporate ICP Bonus Plan and their pre-Separation performance factor was 0.95, which was the calculated factor used at the end of the third quarter of 2023. Similarly, as Mr. Ralhan and

  76. Company Payout Percentage

    | 50 | 2024 PROXY STATEMENT |

  77. Company Payout Percentage

    Ms. Stein no longer had influence of the results over Danaher’s Corporate performance post-Separation, the Committee used this flat rate for the calculation. •Ms. Aquino participated in the Danaher Water Quality Platform ICP Bonus Plan and Mr. Byström participated in the Danaher Product Quality Innovation (PQI) Global Platform ICP Bonus Plan. Their pre-Separation performance factors were linked to the full year results of their respective Veralto’s segments. The performance factors were 1.09 for Ms. Aquino for Water Quality and 0.95 for Mr. Byström for PQI.

  78. Composite Payout Percentage

    Composite Payout Percentage The Company Payout Percentage and Personal Payout Percentage were calculated for each NEO, weighted accordingly and added to yield the officer’s Composite Payout Percentage. The Composite Payout Percentage was prorated with their respective payout percentage from the executive’s plan prior to separation and multiplied by the NEO’s target bonus amount to yield the executive’s award amount for the year. The 2023 annual cash incentive compensation awards for each of the NEOs are set forth in the Summary Compensation Table.

  79. Base Salaries

    Base Salaries Prior to separation, Ms. Honeycutt served as an executive officer of Danaher and, as such, her pre-Separation compensation was determined and approved by the Danaher Compensation Committee. Each of the other Veralto named executive officers was employed by Danaher before Separation, but none were executive officers of Danaher. The pre-Separation target compensation of each of the Named Executive Officers other than Ms. Honeycutt was generally determined by the officer’s manager with input from Danaher’s CEO in certain cases. As part of the Separation, the Compensation Committee ratified increases agreed to by Danaher to Ms. Honeycutt's base salary to $1 million, commensurate with the base salaries of the peer group CEOs. The Compensation Committee reviewed base salaries for executive officers in February of 2024. The Compensation Committee used each officer’s prior base salary as the initial basis of consideration and then considered the individual factors described under “– Named Executive Officer Compensation Framework,” focusing on the relative complexity and importance of the executive’s role within Veralto, the market value of the executive’s role and the executive’s performance in the prior year where applicable (without giving specific weight to any particular factor). Given that base salary is one of the elements in the formula for determining annual cash incentive compensation, the Compensation Committee also considered how changes in base salary would impact annual cash incentive compensation.

  80. Severance Benefits

    Severance Benefits We have entered into Proprietary Interest Agreements with each of our US-based NEOs that include post-employment restrictive covenant obligations. Veralto’s Senior Leader Severance Pay Plan, which each of the US-based NEOs participates in, provides for severance payments under certain circumstances. We believe the post-employment restrictive covenant obligations included in these agreements are critical in protecting our proprietary assets, and that the severance payments payable upon a termination without cause are generally commensurate with the severance rights our peers offer executives in comparable roles. The Compensation Committee adopted change-in-control provision in the US Senior Leader Severance Pay Plan in 2023 in order to allow covered executives to focus on maximizing shareholder value without the potential for distraction caused by the executive’s personal circumstances that could be impacted by a corporate transaction, in alignment with standard market practice.

  81. One-Time Cash and Equity Awards

    One-Time Cash and Equity Awards To successfully separate Veralto, Danaher management recommended a number of one-time cash and equity awards in regards to sign on actions for newly hired associates and promotions for Danaher associates in connection with career advancements to the Veralto executive team. These included new hire cash and equity awards to Mr. Ralhan and Mses. Aquino and Stein and a promotional equity award to Mr. Byström. Mr. Ralhan’s $2 million new hire equity award was negotiated by Danaher management, but deferred until November 2023 and ultimately reviewed and ratified by the Compensation Committee. His $1.5 million new hire cash award vests over two tranches, with the first $750,000 paid out with the beginning of his employment in June 2023 and the second $750,000 to be paid out one year thereafter. Ms. Aquino received a $625,000 cash sign-on award in January 2023 and a $3.5 million new hire equity award in February 2023. Mr. Byström received a $1 million one-time promotional equity grant in July 2023. Ms. Stein received a $250,000 cash sign-on award in June 2023 and a one-time $2.1 million new hire equity award in July 2023. The Compensation Committee considered what the Danaher management team and Danaher Compensation Committee had recommended to the Veralto executives in its post-Separation compensation determinations. At Separation, the Compensation Committee ratified increases agreed to by Danaher to Ms. Honeycutt’s annual salary and awarded her an annual equity top-up negotiated and recommended the Danaher Compensation Committee to increase Ms. Honeycutt’s compensation to be more in line with that of the peer group CEOs. In addition, the Committee also ratified a one-time equity grant to Ms. Honeycutt agreed to by the Danaher Compensation Committee in recognition of the equity opportunity foregone with the Separation and in recognition of her effort in standing up a new company. Peer Group Compensation Analysis The Committee does not target a specific competitive position versus the market or peer companies in determining the compensation of our executives because in light of the Company’s diverse mix of businesses, strict targeting of a specified compensation posture would not appropriately reflect the unique nature of our business portfolio or the degree of difficulty in leading the Company and key businesses and functions. However, the Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and ensure that our executive compensation program supports our recruitment and retention needs and is fair and efficient. As a result, the Committee has worked with FW Cook to develop a peer group for purposes of assessing competitive compensation practices, and periodically reviews compensation data for the peer group derived from publicly filed proxy statements. The Committee will periodically review the companies included in the peer group to ensure that the peer group remains appropriate.

  82. One-Time Cash and Equity Awards

    | 52 | 2024 PROXY STATEMENT |

  83. Executive Compensation Peer Group Prior to December 2023

    Executive Compensation Peer Group Prior to December 2023 Prior to December 2023, the Company’s peer group (for purposes of all 2023 executive compensation decisions) was established by the Danaher Compensation Committee and consisted of the companies set forth below:

  84. Executive Compensation Peer Group Prior to December 2023

    | AMETEK | Flowserve | Pentair | | Clean Harbors | Fortive | Rockwell Automation | | Donaldson | IDEX | Roper Corporation | | Dover | Keysight Technologies | Xylem | | Ecolab Inc. | Mettler-Toledo International | Zebra Technologies |

  85. Executive Compensation Peer Group Prior to December 2023

    The Danaher Compensation Committee selected companies for inclusion in this peer group based on (1) the extent to which they compete with us in one or more lines of business, for executive talent and for investors, and (2) comparability of revenues, market capitalization, EBITDA, total assets and number of employees. As of October 2023, and based on Standard & Poor’s Capital IQ database, Veralto’s ranking within this peer group was 35th percentile for revenue, 47th percentile for market capitalization, 59th percentile for net income (from continuing operations excluding extraordinary items), 48th percentile for EBITDA, and 51st percentile for employees.

  86. Executive Compensation Peer Group as of December 2023

    Executive Compensation Peer Group as of December 2023 In December 2023, the Compensation Committee evaluated the existing peer group with the assistance of FW Cook (using the same selection criteria described above) and added Agilent Technologies. The Compensation Committee made this update to the peer group to better reflect the Company’s current size and portfolio of businesses. Set forth below is the Company’s peer group as of December 2023:

  87. Executive Compensation Peer Group as of December 2023

    | Agilent Technologies | Flowserve | Pentair | | AMETEK | Fortive | Rockwell Automation | | Clean Harbors | IDEX | Roper Corporation | | Donaldson | Keysight Technologies | Xylem | | Dover | Mettler-Toledo International | Zebra Technologies | | Ecolab Inc. | | |

  88. Executive Compensation Peer Group as of December 2023

    The table below sets forth for this updated peer group and Veralto’s information regarding revenue, net income and EBITDA (based on the most recently reported 12-months for each company as of October 2, 2023), market capitalization (as of October 2, 2023) and employee headcount (based on each company’s most recent fiscal year end as of October 2, 2023), in each case derived from the Standard & Poor’s Capital IQ database.

  89. Executive Compensation Peer Group as of December 2023

    | | Revenue ($ in millions) | Market Capitalization ($ in millions) | Net Income (From continuing operations excluding extraordinary items) ($ in millions) | EBITDA ($ in millions) | Employees (#) | | 75th percentile | 7,060 | 32,490 | 1,158 | 1,789 | 19,644 | | Median | 5,796 | 22,750 | 849 | 1,418 | 17,100 | | 25th percentile | 4,176 | 11,619 | 439 | 938 | 14,500 | | Veralto | 5,000 | 20,945 | 900 | 1,200 | 16,500 | | VERALTO PERCENTILE RANK | 33% | 44% | 55% | 44% | 47% |

  90. Executive Compensation Peer Group as of December 2023

    The peer group compensation data that the Danaher Compensation Committee reviewed in 2023 in connection with its named executive officer compensation decision for Ms. Honeycutt estimated the 25th, median and 75th percentile positions among our peers with respect to base salary, annual cash incentive compensation (target and actual), total annual cash compensation (target and actual), long-term incentive compensation, total direct compensation (target and actual), all

  91. Executive Compensation Peer Group as of December 2023

    | 2024 PROXY STATEMENT | 53 |

  92. Executive Compensation Peer Group as of December 2023

    other compensation, annual change in pension value and above-market interest on non-qualified deferred compensation, and actual total compensation, in each case with respect to each respective NEO position. The Compensation Committee reviewed the same analysis in December 2023 and February 2024. The Compensation Committee will continue to periodically review the companies included in the peer group to ensure that the peer group remains appropriate. Named Executive Officer Compensation Framework Veralto’s compensation program is grounded on the principle that each executive must consistently demonstrate exceptional personal performance in order to remain a Veralto executive. Within the framework of this principle and the other objectives discussed above, the Compensation Committee will exercise its judgment in making executive compensation decisions. The factors that will generally shape particular executive compensation decisions (none of which are assigned any particular weight by the Compensation Committee) are the following: •The relative complexity and importance of the executive’s position within Veralto. To ensure that the most senior executives are held most accountable for long-term operating results and changes in shareholder value, the Committee believes that both the amount and “at-risk” nature of compensation should increase with the relative complexity and significance of an executive’s position. •The executive’s record of performance, long-term leadership potential and tenure. •Veralto’s performance. Our cash incentive compensation will vary annually to reflect near-term changes in operating and financial results. Our long-term compensation is closely aligned with long-term shareholder value creation, both by tying the ultimate value of the awards to long-term shareholder returns and because of the length of time executives are required to hold the awards before realizing their value. •Our assessment of pay levels and practices in the competitive marketplace. The Committee will consider market practice in determining pay levels and compensation design to ensure that our costs are sustainable relative to peers and compensation is appropriately positioned to attract and retain talented executives. As noted above, the market for executive-level talent is highly competitive. Veralto executives are well versed in applying VES to deliver strong operating performance and create shareholder value, and we devote significant resources to training our executives in VES. As a result of these factors, we believe that our executives are particularly valued by other companies, which creates a high degree of retention risk. The Compensation Committee will consider the factors above within the context of the then-prevailing economic environment and may adjust the terms and/or amounts of compensation accordingly so that they continue to support our objectives. For a description of the role of the Company’s executives and the Compensation Committee’s independent compensation consultant in the executive compensation process, please see “Corporate Governance – Board of Directors and Committees of the Board – Compensation Committee.” Other Compensation Policies and Information

  93. Long-Term Incentive Compensation Grant Practices

    Long-Term Incentive Compensation Grant Practices Equity awards are granted under the Omnibus Plan, which is described in “Summary of Employment Agreements and Plans – 2023 Omnibus Incentive Plan.” Executive equity awards will typically be granted in of one of the Company’s four, standardized grant dates during the year, and may also be granted at the time of an executive hire or promotion or upon identification of a specific retention concern. The grant date is either the date of grant approval or a specified date subsequent to the approval date. The timing of equity awards has not and will not be coordinated with the release of material non-public information. As part of the Separation, Ms. Honeycutt received the first ever Veralto equity awards on the first market day of the Company’s trading on October 2, 2023. The Compensation Committee approved annual equity

  94. Long-Term Incentive Compensation Grant Practices

    | 54 | 2024 PROXY STATEMENT |

  95. Long-Term Incentive Compensation Grant Practices

    awards to executive officers at the Committee’s regularly scheduled meeting in February 2024, when the Committee reviewed the performance of the executive officers and determined most or all of the other components of executive compensation. The target dollar value attributable to RSUs has been translated into a number of RSUs based on fair market value of our common stock. The target value attributable to stock options has been translated into a number of options based on the Black Scholes value used in the Company’s financial statements with respect to the particular grant. The exercise price for stock option awards granted under the Omnibus Plan equals the closing price of Veralto common stock on the date of grant (or on the immediately preceding trading day if the date of grant is not a trading day).

  96. Recoupment Policy

    Recoupment Policy To further discourage inappropriate or excessive risk-taking, our Board adopted a rigorous compensation recoupment (or clawback) policy at Separation applicable to our executive officers who are subject to the reporting requirements of Section 16 under the Exchange Act (“covered persons”), including our NEOs, effective October 2, 2023. The policy was adopted in accordance with SEC rules and NYSE listing standards, which mandate the recovery of certain erroneously paid performance-based incentive compensation that may be received by our current and former Section 16 officers on or after October 2, 2023, if the Company has a required accounting restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made. Pursuant to the policy, the Board will, in addition to all other remedies available to us, require reimbursement or payment to us of any erroneously paid performance-based incentive compensation awarded to any covered person within the three-year look back period. Also pursuant to the policy, the Board has the right to require reimbursement of the entire amount of any such incentive compensation payment from any covered person whose fraud or other intentional misconduct in the Board’s judgment alone or with others caused the accounting restatement. In addition, the stock plans in which our executive officers participate contain provisions for recovering awards upon certain circumstances. Under the terms of our Omnibus Plan, if an employee is terminated for gross misconduct, the administrator may cause the participant’s unexercised or unvested equity awards to be partially or completely forfeited. In addition, under the terms of our EDIP, if termination of an employee’s participation in the plan 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 us. Regulatory Considerations. Section 162(m) generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to certain executive officers. We review the tax impact of our executive compensation on the Company as well as on the executive officers. In addition, we review the impact of our compensation programs against other considerations, such as accounting impact, shareholder alignment, market competitiveness, effectiveness and perceived value to employees. Because many different factors influence a well-rounded, comprehensive and effective executive compensation program, some of the compensation we provide to our executive officers is not deductible under Section 162(m). Compensation Committee Report This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing by Veralto under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent Veralto specifically incorporates this report by reference therein. The Compensation Committee of Veralto Corporation’s Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis set forth above and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

  97. Recoupment Policy

    | Name and Principal Position | Year | Salary ($)(1,2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(2,5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Jennifer L. Honeycutt President and Chief Executive Officer | 2023 | 976,218 | — | 3,233,674 | 3,252,208 | 1,713,413 | — | 217,330 | 9,392,843 | | | 2022 | 802,500 | — | 1,680,547 | 1,631,738 | 1,548,830 | — | 206,589 | 5,870,204 | | | 2021 | 750,000 | — | 1,313,474 | 1,603,093 | 1,537,500 | — | 155,641 | 5,359,708 | | Sameer Ralhan Senior Vice President and Chief Financial Officer | 2023 | 347,308 | 750,000 | 3,237,778 | 1,047,279 | 448,883 | — | 81,338 | 5,912,586 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — | | Melissa Aquino(8) Senior Vice President, Water Quality | 2023 | 673,077 | 625,000 | 2,377,612 | 2,014,263 | 765,040 | — | 33,607 | 6,488,599 | | | 2022 | 453,297 | — | 450,246 | 451,908 | — | — | 154,530 | 1,509,981 | | | 2021 | — | — | — | — | — | — | — | — | | Mattias Byström(9) Senior Vice President Product Identification | 2023 | 619,569 | — | 1,139,250 | 964,457 | 572,562 | — | 325,801 | 3,621,639 | | | 2022 | 509,930 | — | 1,087,767 | 1,090,120 | 308,750 | — | 312,747 | 3,309,314 | | | 2021 | — | — | — | — | — | — | — | — | | Sylvia Stein Senior Vice President, Chief Legal Officer | 2023 | 252,404 | 250,000 | 1,386,726 | 1,172,941 | 212,991 | — | 69,246 | 3,344,308 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — |

  98. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with Item 402(v), we provide below the tabular disclosure for the Company’s President and CEO (our Principal Executive Officer) and the average of our NEOs other than the CEO for 2023.

  99. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a)(1) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e)(2) | Total Shareholder Return (f)(3) | Peer Group Total Shareholder Return (g)(3) | Net Income ($ in Millions) (h)(4) | Adjusted Operating Profit (i)(4,5) | | 2023 | $9,392,843 | $5,523,306 | $4,841,783 | $5,109,656 | $96.74 | $106.52 | $839 | $305.9 |

  100. Pay Versus Performance Table

    (1) For 2023, the PEO is Jennifer Honeycutt. The non-PEO NEOs in 2023 were Messrs. Ralhan and Byström and Mses. Aquino and Stein. (2) To calculate CAP (columns (c) and (e)), the following amounts were deducted from and added to the applicable SCT total compensation:

  101. Pay Versus Performance Table

    | Fiscal Year | PEO 2023 | Non-PEO NEOs 2023 | | SCT Total | $9,392,843 | $4,841,783 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($6,485,882) | ($3,335,077) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $6,189,192 | $3,749,574 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($2,808,606) | ($110,925) | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($764,241) | ($35,700) | | Compensation Actually Paid | $5,523,306 | $5,109,656 |

  102. Pay Versus Performance Table

    The fair value of option awards used in the calculation of CAP was determined using the Black-Scholes option pricing model, in accordance with ASC 718. The assumptions used in this calculation are not materially different than those used for purposes of the Summary Compensation Table. (3) Reflects TSR indexed to $100 for each of the Company and the S&P 500 Industrials Index. (4) Values are shown in millions. (5) Please see page 44 for a definition of Adjusted Operating Income. Values shown reflect Adjusted Operating Income as calculated for purposes of our executive compensation program for the applicable reporting year.

  103. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table The amounts set forth in the PVP Table above illustrate, for the 2023 year, the "compensation actually paid" to our CEO and other NEOs and our total shareholder return, net income and adjusted operating income. As we became a reporting company in 2023, we are not required to provide disclosure of any previous years. In future disclosure, as additional years are added to the table, we will be able to demonstrate how our NEO compensation correlates to these measures.

  104. Analysis of the Information Presented in the Pay Versus Performance Table

    | 72 | 2024 PROXY STATEMENT |

  105. Analysis of the Information Presented in the Pay Versus Performance Table

    Following is a description of (1) named executive officer employment-related agreements, and (2) the cash incentive compensation, equity compensation, non-qualified deferred compensation and severance pay plans in which Veralto’s named executive officers participate. Each of these plans allows the plan administrator to exercise certain discretion in the administration of the plan, and as a result the plan administrator may administer the plan in a different manner from period to period, or in a different manner with respect to different plan participants, in each case to the extent permitted under the applicable plan. Employment Agreements