DEF 14A of Veralto Corp, Mar 28, 2025

DEF 14A of Veralto Corp

Filed Mar 28, 2025 · FY20240001967680-25-000058

Open on EDGAR

  1. JAMES A. TANAKA

    | PROXY STATEMENT SUMMARY | 1 | | PROPOSAL 1 – ELECTION OF DIRECTORS | 10 | | CORPORATE GOVERNANCE | 17 | | DIRECTOR COMPENSATION | 32 | | DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS | 35 | | BENEFICIAL OWNERSHIP OF VERALTO COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS | 36 | | PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 38 | | COMPENSATION DISCUSSION AND ANALYSIS | 41 | | COMPENSATION TABLES AND INFORMATION | 60 | | SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS | 77 | | PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 86 | | PROPOSALS 4A AND 4B - APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION | 88 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 91 | | OTHER INFORMATION | 96 | | APPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | 98 | | APPENDIX B: SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | 100 |

  2. Board of Directors

    Board of Directors Below is an overview of each of the Class II 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 | | 55 | III | 2023 | | | | | Linda Filler Chair of the Board Former President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer, Walgreen Co. | | 65 | III | 2023 | | | | | Françoise Colpron Retired Group President, North America Valeo SA | | 54 | I | 2023 | | | | | Daniel L. Comas Retired Executive Vice President, Danaher Corporation | | 61 | II | 2023 | | | | | Shyam P. Kambeyanda President and Chief Executive Officer and Director, ESAB Corporation | | 54 | I | 2023 | | | | | William H. King Retired Senior Vice President—Strategic Development, Danaher Corporation | | 57 | I | 2023 | | | | | Walter G. Lohr, Jr. Retired Partner, Hogan Lovells | | 81 | II | 2023 | | | C | | Heath A. Mitts Executive Vice President and Chief Financial Officer, TE Connectivity | | 54 | III | 2023 | | | | | Vijay P. Sankaran Chief Technology Officer, Johnson Controls | | 51 | I | 2024 | | | | | John T. Schwieters Former Principal, Perseus TDC | | 85 | II | 2023 | C | | | | Cindy L. Wallis-Lage Retired Executive Director, Sustainability and Resilience Black & Veatch Holding Company | | 62 | II | 2023 | | | | | Thomas L. Williams Retired Executive Chairman, Parker Hannifin Corporation | | 66 | 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

    | 2025 PROXY STATEMENT | 5 |

  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, complexity 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 | | 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 | | No U.S. defined benefit pension programs | | | Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing, in addition to a robust policy allowing recoupment from executives engaging in detrimental behavior. | | No permitted hedging of Veralto securities | | | 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 programs | | | All Veralto executives have adopted sustainability performance objectives aligned with Veralto’s purpose of Safeguarding the World’s Most Vital ResourcesTM | | | | | Independent compensation consultant that performs no other services for the Company | | |

  9. Election of Directors

    Election of Directors Our board currently consists of 12 members. Pursuant to Veralto’s amended and restated certificate of incorporation (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, William H. King and Vijay P. Sankaran, whose terms expire at the 2027 Annual Meeting of Shareholders; Class II: Daniel L. Comas, Walter G. Lohr, Jr., John T. Schwieters and Cindy L. Wallis-Lage, whose terms expire at the Annual Meeting; and Class III: Jennifer L. Honeycutt, Linda 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 II director nominees identified below (who have been recommended by the Nominating and Governance Committee and nominated by the Board and currently serve as Class II directors of Veralto) to serve until the 2028 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. We have set forth below information as of March 24, 2025 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 II Director Nominees

  10. Election of Directors

    | DANIEL L. COMAS | | | Age 61 | | 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 has also served on the board of directors of Fortive Corporation since March 2021, where he also serves on the compensation committee. 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: | | | | | •Global/International •Water Quality (Segment) •Product Quality & Innovation (Segment) | •Corporate Strategy, Capital Allocation, M&A •Accounting •Finance | •Government, Legal or Regulatory |

  11. Election of Directors

    | 10 | 2025 PROXY STATEMENT |

  12. Election of Directors

    | WALTER G. LOHR, JR. | | | Age 81 | INDEPENDENT | | Class II Director since 2023 Committees: • Nominating and Governance (Chair) Other Public Directorships: • None | 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 served on the board of directors of Danaher from 1983 to 2024, where he served on its audit, compensation, and nominating and governance committees. 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 | | |

  13. Election of Directors

    | JOHN T. SCHWIETERS | | | Age 85 | 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 has served on the board of directors of Danaher since 2003, where he has served on its nominating and governance committee and as chair of its audit committee. 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 •Sustainability | •Corporate Strategy, Capital Allocation, M&A | •Accounting •Finance | |

  14. Election of Directors

    | CINDY L. WALLIS-LAGE | | | Age 62 | 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 and executive committee member for Black & Veatch from March 2012 to September 2022. A 36-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 numerous not-for-profit boards within the water industry. Ms. Wallis-Lage currently serves on the board of Metiri Group, a laboratory company serving the US-based water sector since May 2023, and has served on the Comfort Systems USA board of directors since May 2021, where she served on various committees and currently serves as chair of its 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) | •Digital •Sustainability | •Finance •Branding/Marketing | |

  15. Election of Directors

    | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE FOREGOING CLASS II DIRECTOR NOMINEES. |

  16. Election of Directors

    | 2025 PROXY STATEMENT | 11 |

  17. Election of Directors

    Continuing Directors

  18. Election of Directors

    | FRANÇOISE COLPRON | | | Age 54 | 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 its people and compensation committee since May 2021, where she served as chair until December 2024. 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: | | | | | | •Global/International •Product Quality & Innovation (Segment) •Product Innovation •Sustainability | •Corporate Strategy, Capital Allocation, M&A •Public Company CEO and/or President | •Finance •Government, Legal or Regulatory | |

  19. Election of Directors

    | LINDA FILLER | | | Age 65 | 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 benefit 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 has served as a director for Danaher since 2005 and as its Lead Independent Director since 2020, where she also has served on various committees, including as chair of its nominating and governance committee. Ms. Filler has also served on The Carlyle Group Inc. board of directors since 2022. Ms. Filler also serves or has served on private and philanthropic boards. | | | | | | SKILLS AND QUALIFICATIONS: | | | | | | •Global/International •Product Quality & Innovation (Segment) •Product Innovation | •Sustainability •Corporate Strategy, Capital Allocation, M&A •Public Company CEO and/or President | •Accounting •Finance •Branding/Marketing | |

  20. Election of Directors

    | 12 | 2025 PROXY STATEMENT |

  21. Election of Directors

    | JENNIFER L. HONEYCUTT | | | Age 55 | 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 •Water Quality (Segment) •Product Quality & Innovation (Segment) •Digital | •Product Innovation •Sustainability •Corporate Strategy, Capital Allocation, M&A | •Public Company CEO and/or President •Branding/Marketing •Government, Legal or Regulatory | |

  22. Election of Directors

    | SHYAM P. KAMBEYANDA | | | Age 54 | 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 •Digital •Product Innovation •Sustainability | •Corporate Strategy, Capital Allocation, M&A •Public Company CEO and/or President | •Accounting •Branding/Marketing •Government, Legal or Regulatory | |

  23. Election of Directors

    | WILLIAM H. KING | | | Age 57 | | Class I Director since 2023 Committees: • None Other Public Directorships: • None | Mr. King served as Senior Vice President - Strategic Development of Danaher from 2014 until his retirement in February 2025, after having served 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. Mr. King has served as a director of W.L.Gore Inc., a family-owned medical and industrial products company, since January 2025. | | | | | SKILLS AND QUALIFICATIONS: | | | | | •Global/International •Water Quality (Segment) | •Product Quality & Innovation (Segment) •Product Innovation | •Corporate Strategy, Capital Allocation, M&A •Public Company CEO and/or President |

  24. Election of Directors

    | 2025 PROXY STATEMENT | 13 |

  25. Election of Directors

    | HEATH A. MITTS | | | Age 54 | 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 •Water Quality (Segment) | •Corporate Strategy, Capital Allocation, M&A | •Finance | |

  26. Election of Directors

    | VIJAY P. SANKARAN | | | Age 51 | INDEPENDENT | | Class I Director since 2024 Committees: • Audit Other Public Directorships: • None | Mr. Sankaran has served as Vice President and Chief Digital and Information Officer of Johnson Controls International PLC, a global leader in smart, healthy, and sustainable buildings, since January 2025. Previously, he was Vice President and Chief Technology Officer from May 2021 to December 2024, where he focused on accelerating product software engineering development and expanding customer solutions through the company’s digital platform. Mr. Sankaran has held leadership roles in technology transformation across a spectrum of industries, including various positions at TD Ameritrade and the Ford Motor Company. Mr. Sankaran’s broad executive leadership and deep expertise in digital technology management bring invaluable perspectives to the Veralto Board. | | | | | | SKILLS AND QUALIFICATIONS: | | | | | | •Global/International •Product Quality & Innovation (Segment) •Digital | •Sustainability •Corporate Strategy, Capital Allocation, M&A | •Product Innovation •Finance •Branding/Marketing | |

  27. Election of Directors

    | THOMAS L. WILLIAMS | | | Age 66 | INDEPENDENT | | Class III Director since 2023 Committees: • Compensation (Chair) Other Public Directorships: • 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 January 2023 to 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. From 2006 to January 2015, 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 2006, Mr. Williams was VP of Operations for Hydraulics and President of the Instrumentation Group. Prior to joining Parker Hannifin, Mr. Williams held a number of key management positions at General Electric Company, a diversified manufacturing company. Mr. Williams is currently 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, and a director of Goodyear Tire & Rubber Company from February 2019 to April 2024. 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 •Digital •Product Innovation | •Sustainability •Corporate Strategy, Capital Allocation, M&A | •Public Company CEO and/or President | |

  28. Election of Directors

    | 14 | 2025 PROXY STATEMENT |

  29. Election of Directors

    Board Selection

  30. General

    | COMPENSATION COMMITTEE (continued) | | | | INDEPENDENT COMPENSATION CONSULTANT ROLE IN SUPPORTING THE COMPENSATION COMMITTEE: Under the terms of its charter, the Compensation Committee has the authority to engage the services of outside advisors and experts. The Compensation Committee has engaged Frederic W. Cook & Co., Inc. (FW Cook) as its independent compensation consultant. FW Cook was previously engaged by the Danaher Compensation and Nominating and Governance Committees in connection with the Separation. Our Compensation Committee engaged FW Cook because it is considered one of the premier independent compensation consulting firms and has never provided any services to the Company other than the compensation-related services provided to or at the direction of the Compensation Committee and the Nominating and Governance Committee. FW Cook takes its direction solely from the Compensation Committee (and with respect to matters relating to the non-management director compensation program, the Nominating and Governance Committee). In addition to the director compensation advice provided to the Nominating and Governance Committee, FW Cook’s primary responsibilities in 2024 were to: •provide advice and data in connection with the structuring of the executive and equity compensation programs and the compensation levels for the Company’s executive officers compared to their peers; •assess the Company’s executive compensation program in the context of compensation governance best practices; •update the Compensation Committee regarding legislative and regulatory initiatives as well as emerging trends and investor views in the area of executive compensation; •provide data regarding the share dilution costs attributable to the Company’s aggregate equity compensation program; and •assist in the review of the Company’s executive compensation public disclosures. The Compensation Committee does not place any material limitations on the scope of the feedback provided by FW Cook. In the course of discharging its responsibilities, FW Cook may from time to time and with the Compensation Committee’s consent, request from management information regarding compensation amounts and practices, the interrelationship between our business objectives and executive compensation matters, the nature of the Company’s executive officer responsibilities and other business information. The Compensation Committee has considered whether the work performed for or at the direction of the Compensation Committee and the Nominating and Governance Committee raises any conflict of interest, taking into account the factors listed in Exchange Act Rule 10C-1(b)(4), and has concluded that such work does not create any conflict of interest. |

  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 (including for this purpose any time-based equity awards not otherwise covered by the policy) 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. In 2025, the Board has amended the recoupment policy to include best practice provisions beyond SEC requirements. The expanded provisions include clawback triggers for misconduct and reputational harm absent any financial restatement to both time-based and performance-based awards.

  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. 2024 Non-Management Director Compensation Structure

    2024 Non-Management Director Compensation Structure

  35. 2024 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. 2024 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. 2024 Non-Management Director Compensation Structure

    | 32 | 2025 PROXY STATEMENT |

  38. 2024 Non-Management Director Compensation Structure

    Director Summary Compensation Table The table below summarizes the compensation paid by Veralto to the non-management directors for their service in 2024. Ms. 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.

  39. 2024 Non-Management Director Compensation Structure

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Total ($) | | Françoise Colpron | 105,000 | 81,859 | 82,510 | 269,369 | | Daniel L. Comas | 105,000 | 81,859 | 82,510 | 269,369 | | Linda Filler(3) | 105,000 | 204,362 | 205,531 | 514,893 | | Shyam P. Kambeyanda | 105,000 | 81,859 | 82,510 | 269,369 | | William H. King | 105,000 | 81,859 | 82,510 | 269,369 | | Walter G. Lohr, Jr. | 120,000 | 81,859 | 82,510 | 284,369 | | Heath A. Mitts | 105,000 | 81,859 | 82,510 | 269,369 | | Vijay P. Sankaran(4) | 26,250 | 81,859 | 82,510 | 190,619 | | John T. Schwieters | 130,000 | 81,859 | 82,510 | 294,369 | | Cindy L. Wallis-Lage | 105,000 | 81,859 | 82,510 | 269,369 | | Thomas L. Williams | 125,000 | 81,859 | 82,510 | 289,369 |

  40. 2024 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 2024 stock option grants to all directors above except Ms. Filler’s January award, a 7.0 year option life; a risk-free interest rate of 4.13%; a stock price volatility rate of 33.74%; and a dividend yield of 0.37% per share. Ms. Filler’s January award in recognition of her service as Independent Board chair has been calculated based on the following assumptions: 7.0 year option life; a risk-free interest rate of 4.01%; a stock price volatility rate of 33.04%; and a dividend yield of 0.48% 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, 2024. 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. 2024 Non-Management Director Compensation Structure

    | Name of Director(s) | Aggregate Number of Stock Options Owned as of December 31, 2024 (#) | Aggregate Number of Unvested RSUs Owned as of December 31, 2024 (#) | | Françoise Colpron | 3,595 | 842 | | Daniel L. Comas | 3,595 | 842 | | Linda Filler | 6,978 | 1,608 | | Shyam P. Kambeyanda | 3,595 | 842 | | William H. King | 3,595 | 842 | | Walter G. Lohr, Jr. | 3,595 | 842 | | Heath A. Mitts | 3,595 | 842 | | Vijay P. Sankaran | 2,005 | 842 | | John T. Schwieters | 3,595 | 842 |

  42. 2024 Non-Management Director Compensation Structure

    | 2025 PROXY STATEMENT | 33 |

  43. 2024 Non-Management Director Compensation Structure

    | Name of Director(s) | Aggregate Number of Stock Options Owned as of December 31, 2024 (#) | Aggregate Number of Unvested RSUs Owned as of December 31, 2024 (#) | | Cindy L. Wallis-Lage | 3,595 | 842 | | Thomas L. Williams | 3,595 | 842 |

  44. 2024 Non-Management Director Compensation Structure

    (3)As part of the Separation from Danaher, the non-management directors received prorated equity awards in November 2023 with respect to their initial term of service. Ms. Filler received an additional prorated award in January 2024 for her service as the independent Board Chair. (4)Mr. Sankaran was appointed as an independent director effective as of July 12, 2024.

  45. 2024 Non-Management Director Compensation Structure

    | 34 | 2025 PROXY STATEMENT |

  46. Overview

    Overview In 2024, our first full year as a public company, we achieved critical milestones and financial success to grow our business, strengthen our portfolio, and deliver attractive value creation for all stakeholders. In doing so, three notable accomplishments stand out: •We delivered on our financial commitments, in terms of core sales growth, adjusted operating profit margin expansion, double-digit growth in adjusted earnings per share growth and strong cash flow. •We increased our growth investments, by expanding sales and marketing investments in markets and regions with high return opportunities, and accelerating innovative new product launches to drive future value creation. •We strengthened our portfolio and increased our dividend, by executing actions to enhance the long-term value creation potential of our portfolio, including exiting product lines with lower value creation potential, investing in minority stakes in the water segment, and investing in inorganic acquisitions.

  47. Executive Compensation Program 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.

  48. Executive Compensation Program for 2024

    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 Company Financial Factor (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 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 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 sustainability 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 were 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 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 Changes to Executive Compensation Program for 2025

    Key Changes to Executive Compensation Program for 2025 Given the positive shareholder feedback to the 2024 program, the Compensation Committee has determined to maintain most of the 2024 design in 2025. However, we have altered the annual incentive program by: •Substituting Adjusted EPS for Adjusted Operating Profit. •Decreasing the Profit/Earnings metric weighting from 50% to 40%. •Increasing the Core Revenue Growth metric weighting from 30% to 40%. •Modifying the weighting of the segment leader metrics In sum, the 2025 annual incentive plan is weighted 70% towards the CFF with financial metric weightings of 40% Adjusted EPS, 40% Core Growth, and 20% Free Cash Flow Conversion. Adjusted EPS has always been our preferred profit/earnings metric. We used Adjusted Operating Profit for 2023 and 2024 because of the lack of any historical Adjusted EPS track record and the difficulty in predicting Adjusted EPS in both the stub

  50. Key Changes to Executive Compensation Program for 2025

    | | 2024 Design | | 2025 Design | | | Pay Element | Form | Performance Requirement | Form | Changes | | Annual Cash Incentive Compensation - General | | •70% Company Payout Factor -50% Adjusted Operating Profit -30% Core Revenue Growth -20% Free Cash Flow Conversion •30% Personal Performance Factor | | •70% Company Payout Factor -40% Adjusted Earnings per Share -40% Core Revenue Growth -20% Free Cash Flow Conversion •30% Personal Performance Factor | | Annual Cash Incentive Compensation - Segment Leaders | | •50% Segment Payout Factor -50% Adjusted Segment Operating Profit -30% Segment Core Revenue Growth -20% Adjusted Segment Working Capital Turnover Improvement •20% Company Payout Factor -50% Adjusted Operating Profit -30% Core Revenue Growth -20% Free Cash Flow Conversion •30% Personal Performance Factor | | •40% Segment Payout Factor -50% Adjusted Segment Operating Profit -50% Segment Core Revenue Growth •30% Company Payout Factor -25% Adjusted EPS -25% Core Revenue Growth -50% Free Cash Flow Conversion •30% Personal Performance Factor |

  51. 2024 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 2024. 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. In 2024, the Compensation Committee 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 | | | | | Performance share units (PSUs) | •PSUs only vest pursuant to the Company’s performance over a total shareholder return (TSR) ranking relative to the companies in the S&P 500 Index, and an ROIC modifier over an approximately three-year performance period | |

  52. 2024 Executive Compensation

    | Pay Element | Primary Objectives | Form | Performance Requirement | Key Committee Considerations in Determining Compensation | | Annual Cash Incentive Compensation(1) | •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 2024. 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 2024 Financial metrics of Adjusted Operating Profit, Core Revenue Growth, and Free Cash Flow were designed to reward our executives for performance that was within their control over the performance period. For 2025, the Compensation Committee replaced Adjusted Operating Profit with Adjusted EPS and modified the weighting of the metrics. The financial metrics are designed as part of a more sustainable, regular executive compensation program. | | Fixed Annual Compensation | •Provide sufficient fixed compensation to (1) allow a reasonable standard of living relative to peers, and (2) mitigate incentive to pursue inappropriate risk-taking to maximize variable pay | Cash | N/A | Base salary should be sufficient to avoid competitive disadvantage while facilitating a sustainable fixed cost structure. We periodically use fixed cash bonuses for recruitment and retention purposes to attract and retain high-performing executives. | | Other Compensation | •Provide a competitive total executive compensation plan •Improve cost-effectiveness by delivering perceived value that exceeds our actual costs | Employee benefit plans; limited perquisites; severance benefits | N/A | We believe these elements of compensation make our total executive compensation plan competitive and are generally commensurate with the benefits offered by our peers. We believe the limited perquisites we offer are cost-effective in that the perceived value is higher than our actual cost, and they help to maximize the amount of time that executives spend on Veralto business. |

  53. 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 | | 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 | | No US defined benefit pension programs | | | Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing, in addition to a robust policy allowing recoupment from executives engaging in detrimental behavior. | | No permitted hedging of Veralto securities | | | 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 | | | All Veralto executives have adopted sustainability performance objectives aligned with Veralto’s purpose of Safeguarding the World’s Most Vital ResourcesTM | | | | | Independent compensation consultant that performs no other services for the Company | | |

  54. 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 •Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing, in addition to a robust policy allowing recoupment from executives engaging in detrimental behavior. | •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 permitted hedging of Veralto securities | •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 |

  55. Long-Term Incentive Awards

    Long-Term Incentive Awards

  56. Equity Award Mix

    Equity Award Mix With respect to each of the NEO 2024 annual equity awards, one-half of the target award value was delivered as performance stock units (PSUs), one-quarter as stock options and one-quarter 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 NEOs, the Veralto Compensation Committee believed that the combination of PSUs, stock options and RSUs effectively balances the goals of incentivizing and rewarding shareholder value creation while supporting their talent retention objectives. 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 and the value of PSUs is tied directly to the Company’s TSR performance relative to the companies in the S&P 500 Index. Our 2024 NEO stock options and RSUs vest over four years. Our 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 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 companies in 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

    The payout percentages for performance between the performance levels indicated above are determined by linear interpolation. The Compensation Committee selected the companies in 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.

  61. Annual Incentive Awards

    Annual Incentive Awards

  62. Overview

    | | | | | | | COMPANY FINANCIAL FACTOR (70%) | | | | | | | | | | BASE SALARY | | TARGET BONUS PERCENTAGE | | COMPOSITE PAYOUT PERCENTAGE | | | | | | | | | | + | | | | | | | | PERSONAL PERFORMANCE FACTOR (30%) |

  63. DETERMINING TARGET BONUS PERCENTAGE

    DETERMINING TARGET BONUS PERCENTAGE In determining the target bonus percentage for each NEO, the Veralto 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.

  64. Target Bonus Percentage and Personal Performance Factor Payout Percentage

    Target Bonus Percentage and Personal Performance Factor Payout Percentage In 2024, the Compensation Committee established NEO target bonus percentages (as a multiple of base salary) and the personal performance objectives described below, including quantitative and qualitative objectives as well as objectives based on financial and non-financial measures. The Compensation Committee did not assign a particular weighting to any of the objectives. The Compensation Committee set the quantitative objectives at levels that, while achievable, would in its opinion require personal performance appreciably above the executive’s prior year performance level.

  65. Target Bonus Percentage and Personal Performance Factor Payout Percentage

    | 50 | 2025 PROXY STATEMENT |

  66. Target Bonus Percentage and Personal Performance Factor Payout Percentage

    | Executive Officer | Target Bonus Percentage (%) | 2024 Personal Performance Objectives | | Jennifer L. Honeycutt President and Chief Executive Officer | 135 | Consisted of qualitative goals with respect to driving value accretive growth, including enterprise strategy development, capital allocation relative to organic value accretive growth, and external and engagement; talent and sustainability objectives, including strengthening talent development and succession planning, cultivating inclusion grounded in VES, associate engagement, and establishing greenhouse gas emissions reduction targets. | | Sameer Ralhan Senior Vice President and Chief Financial Officer | 100 | Consisted of qualitative goals with respect to the finance function’s process excellence and talent development, including initial-year Sarbanes-Oxley compliance, financial reporting efficiency, tax framework development, finance department structuring, associate development and succession planning; capital allocation initiatives to drive organic value accretive growth, continuing external engagement; development of financial reporting framework for sustainability requirements; drive departmental inclusion initiatives and engagement. | | Melissa Aquino Senior Vice President and Chief Segment Officer, Water Quality | 80 | Consisted of qualitative goals with respect to delivering a WQ segment strategy to drive portfolio evolution and capital deployment focused on value accretive growth; growth of leadership pipelines through cultivation and talent development, and succession planning; sustainability initiatives, including focusing on associate engagement and inclusion, talent acquisition, establishing and driving alignment on greenhouse gas emissions targets, and providing executive sponsorship and coaching to drive sustainability impact. | | Mattias Byström Senior Vice President and Chief Segment Officer, Product Quality and Innovation | 80 | Consisted of qualitative goals with respect to delivering a PQI segment strategy to drive portfolio evolution and capital deployment focused on value accretive growth; growth of leadership pipelines through cultivation and talent development, and succession planning; sustainability initiatives, including focusing on associate engagement and inclusion, talent acquisition, establishing and driving alignment on greenhouse gas emissions targets, and providing executive sponsorship and coaching to drive sustainability impact. | | Sylvia Stein Senior Vice President, Chief Legal Officer | 75 | Consisted of qualitative goals with respect to assessment of the legal function, including identifying and implementing legal function process service improvements leveraging VES; growing the leadership pipeline and succession planning; sustainability initiatives to assess and enhance enterprise risk management reporting and governance processes; sustainability initiatives to monitor and advise relative to climate, sustainability and governance regulatory changes and compliance matters; analyze and implement regulatory sustainability reporting mechanisms; talent development efforts focusing on associate development and inclusion, and providing executive sponsorship and coaching to drive sustainability impact. |

  67. DETERMINING PERSONAL PERFORMANCE FACTOR PAYOUT PERCENTAGE

    DETERMINING PERSONAL PERFORMANCE FACTOR PAYOUT PERCENTAGE Following the end of 2024, the Compensation Committee used its best judgment and determined for each NEO a Personal Payout Percentage between 0% and 200%. The Compensation 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 Compensation 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 Compensation Committee flexibility to address changes in economic conditions and our operating environment that occur during the performance period; and •allows the Compensation 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 Compensation 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

  68. DETERMINING PERSONAL PERFORMANCE FACTOR PAYOUT PERCENTAGE

    | 2025 PROXY STATEMENT | 51 |

  69. DETERMINING PERSONAL PERFORMANCE FACTOR PAYOUT PERCENTAGE

    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. The average Personal Payout Percentage of the NEOs (other than Ms. Honeycutt) was 123%. The Company awarded Ms. Honeycutt a Personal Payout Percentage of 175% for 2024, based primarily on the Company’s financial and operational performance; progress toward enterprise strategy development aligned with value accretive growth; progress toward capital allocation relative to organic value accretive growth; progress in external cultivation and engagement; progress toward strengthening talent development objectives and succession planning; progress in further cultivating inclusion grounded in VES; and progress on aligning the Company’s greenhouse gas emissions reduction targets.

  70. Company Financial Performance Payout Percentage

    Company Financial Performance Payout Percentage The Company Payout Percentage is formulaic, based on the Company’s 2024 performance against the Adjusted Operating Profit, Core Revenue Growth, and Free Cash Flow Conversion metrics described above and below and in Appendix A (the Metrics). The Compensation Committee increased the company performance weighting over the legacy 60% allocation and include metrics to emphasize Veralto’s focus on earnings, growth, and cash. For each of the Metrics, the Compensation 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 Compensation 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 Compensation 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 2024, the Company Payout Percentage was calculated as follows:

  71. Company Financial Performance Payout Percentage

    | | 2024 Performance/Payout Matrix | | | | | | | | Metric | Threshold Performance Level | Target Performance Levels | Maximum Performance Level | Payout (before weighting) (%) | | Metric Weighting | Weighted Payout (%) | | Adjusted Operating Profit | | | | | 95 | | 48 | | Core Revenue Growth | | | | | 107 | | 32 | | Free Cash Flow Conversion | | | | | 156 | | 31 | | | | | | COMPANY PAYOUT PERCENTAGE: | | | 111% (as rounded) |

  72. Company Financial Performance Payout Percentage

    | 52 | 2025 PROXY STATEMENT |

  73. Company Financial Performance Payout Percentage

    The Water Quality Segment Payout Percentage was calculated as follows:

  74. Company Financial Performance Payout Percentage

    | | 2024 Performance/Payout Matrix | | | | | | | | Metric | Threshold Performance Level | Target Performance Levels | Maximum Performance Level | Payout (before weighting) (%) | | Metric Weighting | Weighted Payout (%) | | Adjusted Segment Operating Profit | | | | | 99 | | 50 | | Segment Core Revenue Growth | | | | | 100 | | 30 | | Adjusted Segment Working Capital Turnover Improvement | | | | | 110 | | 22 | | | | | | COMPANY PAYOUT PERCENTAGE: | | | 102% (as rounded) |

  75. Company Financial Performance Payout Percentage

    The Product Quality and Innovation Segment Payout Percentage was calculated as follows:

  76. Company Financial Performance Payout Percentage

    | | 2024 Performance/Payout Matrix | | | | | | | | Metric | Threshold Performance Level | Target Performance Levels | Maximum Performance Level | Payout (before weighting) (%) | | Metric Weighting | Weighted Payout (%) | | Adjusted Segment Operating Profit | | | | | 88 | | 44 | | Segment Core Revenue Growth | | | | | 108 | | 33 | | Adjusted Segment Working Capital Turnover Improvement | | | | | 130 | | 26 | | | | | | COMPANY PAYOUT PERCENTAGE: | | | 102% (as rounded) |

  77. Composite Payout Percentage

    Composite Payout Percentage The Company Payout Percentage and Personal Payout Percentage (and Segment Payout Percentage for Ms. Aquino and Mr. Byström) were calculated for each NEO, weighted accordingly and added to yield the officer’s Composite Payout Percentage. The Composite Payout Percentage was multiplied by the NEO’s target bonus amount to yield the executive’s award amount for the year. The 2024 annual cash incentive compensation awards for each of the NEOs are set forth in the Summary Compensation Table.

  78. Composite Payout Percentage

    | 2025 PROXY STATEMENT | 53 |

  79. Base Salaries

    Base Salaries The Compensation Committee reviewed base salaries for executive officers in February 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 each 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, in which each of the US-based NEOs participates, 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. Other Benefits and Perquisites

    Peer Group Compensation Analysis The Compensation 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 Compensation 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 Compensation 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 Compensation Committee will periodically review the companies included in the peer group to ensure that the peer group remains appropriate.

  82. Executive Compensation Peer Group

    Executive Compensation Peer Group 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. Given the recent peer group review, the Compensation Committee deferred its next review until 2025. The Compensation Committee will continue to periodically review the companies included in the peer group to ensure that the peer group remains appropriate. Set forth below is the Company’s peer group as of December 2024:

  83. Executive Compensation Peer Group

    | 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. | | |

  84. Executive Compensation Peer Group

    The table below sets forth for this peer group and Veralto’s information regarding revenue based on the trailing four quarters from Q4 2023 through Q3 2024; net income based on the most recently reported 12-months for each company as of December 31, 2024; market capitalization as of January 31, 2025; and employee headcount based on each company’s most recent fiscal year end as of December 31, 2023, in each case derived from the Standard & Poor’s Capital IQ database.

  85. Executive Compensation Peer Group

    | | Revenue ($ in millions) | Net Income (From continuing operations excluding extraordinary items) ($ in millions) | Employees (#) | Market Capitalization ($ in millions) | | 75th percentile | 7,249 | 1,300 | 21,875 | 34,276 | | Median | 5,996 | 813 | 17,350 | 28,505 | | 25th percentile | 4,431 | 473 | 15,125 | 17,095 | | Veralto | 5,136 | 806 | 15,750 | 25,569 | | VERALTO PERCENTILE RANK | 41% | 49% | 30% | 38% |

  86. Executive Compensation Peer Group

    The peer group compensation data that the Compensation Committee reviewed in 2024 in connection with its named executive officer compensation decisions 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, and total direct compensation (target and actual), in each case with respect to each respective NEO position. The Compensation Committee reviewed the updated analysis in November 2024 and February 2025.

  87. Executive Compensation Peer Group

    | 2025 PROXY STATEMENT | 55 |

  88. Executive Compensation Peer Group

    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 Compensation 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 Compensation 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

  89. 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 our 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. The Compensation Committee approved annual equity awards to executive officers at its regularly scheduled meeting in February 2025, 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).

  90. Long-Term Incentive Compensation Grant Practices

    | 56 | 2025 PROXY STATEMENT |

  91. Long-Term Incentive Compensation Grant Practices

    In 2024, the Compensation Committee approved annual equity awards to executive officers at its 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. Such annual equity awards were granted in accordance with our standardized grant policy on February 24, 2024, which was three business days before the filing of our Annual Report on Form 10-K for the year ended December 31, 2023. All of our named executive officers received a portion of their long-term incentive awards in the form of stock options as further described in the section entitled “Long-Term Incentive Awards – Equity Award Mix.” In July 2024, our Board amended our standardized grant date policy to ensure that the specified standard grant dates do not fall within four business days before or one business day after the scheduled filing of our annual or quarterly reports. The below information regarding the option grants to our named executive officers is provided in accordance with Item 402(x)(2) of Regulation S-K:

  92. Long-Term Incentive Compensation Grant Practices

    | Name | Grant Date | Number of securities underlying the award (#) | Exercise price of the award ($/Sh) | Grant Date Fair Value ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (%) | | Jennifer L. Honeycutt | February 24, 2024 | 48,397 | 86.71 | 1,547,591 | 1.46 | | Sameer Ralhan | February 24, 2024 | 17,976 | 86.71 | 574,819 | 1.46 | | Melissa Aquino | February 24, 2024 | 9,680 | 86.71 | 309,537 | 1.46 | | Mattias Byström | February 24, 2024 | 9,680 | 86.71 | 309,537 | 1.46 | | Sylvia Stein | February 24, 2024 | 6,223 | 86.71 | 198,993 | 1.46 |

  93. 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 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. Our existing recoupment policy includes provisions beyond SEC requirements. In 2025, the Board amended the recoupment policy to include additional best practice provisions. The expanded provisions include clawback triggers for misconduct and reputational harm absent any financial restatement.

  94. Regulatory Considerations

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(1) | Change in Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jennifer L. Honeycutt President and Chief Executive Officer | 2024 | 1,050,000 | — | 6,625,957 | 1,749,794 | 1,845,585 | — | 261,090 | 11,532,426 | | | 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 | | Sameer Ralhan Senior Vice President and Chief Financial Officer | 2024 | 725,000 | 750,000 | 2,461,144 | 649,922 | 856,950 | — | 89,580 | 5,532,596 | | | 2023 | 347,308 | 750,000 | 3,237,778 | 1,047,279 | 448,883 | — | 81,338 | 5,912,586 | | | 2022 | — | — | — | — | — | — | — | — | | Mattias Byström(6) Senior Vice President and Chief Segment Officer, Product Quality and Innovation | 2024 | 621,039 | — | 1,325,226 | 349,980 | 564,897 | — | 368,572 | 3,229,714 | | | 2023 | 564,581 | — | 1,139,250 | 964,457 | 521,746 | — | 325,801 | 3,621,639 | | | 2022 | 464,673 | — | 1,087,767 | 1,090,120 | 281,348 | — | 312,747 | 3,309,314 | | Melissa Aquino(7) Senior Vice President and Chief Segment Officer, Water Quality | 2024 | 725,000 | — | 1,325,226 | 349,980 | 659,460 | — | 81,310 | 3,140,976 | | | 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 | | Sylvia Stein Senior Vice President, Chief Legal Officer | 2024 | 575,000 | 45,000 | 851,938 | 224,993 | 445,050 | — | 51,246 | 2,193,227 | | | 2023 | 252,404 | 250,000 | 1,386,726 | 1,172,941 | 212,991 | — | 69,246 | 3,344,308 | | | 2022 | — | — | — | — | — | — | — | — |

  95. 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 and 2024.

  96. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a)(1) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (d)(2) | Average Compensation Actually Paid to Non-PEO NEOs (e)(3) | Total Shareholder Return (f)(4,5) | Peer Group Total Shareholder Return (g)(4,5) | Net Income ($ in Millions) (h)(6) | Adjusted Operating Profit (i)(6,7) | | 2024 | $11,532,426 | $18,547,624 | $3,524,128 | $5,360,401 | $121.04 | $132.80 | $833 | $1,252 | | 2023 | $9,392,843 | $5,523,306 | $4,841,783 | $5,109,656 | $97.39 | $113.05 | $839 | $306 |

  97. Pay Versus Performance Table

    (1)For 2023 and 2024, the PEO was M Honeycutt. The non-PEO NEOs in 2023 and 2024 were Messrs. Ralhan and Byström and Mses. Aquino and Stein. Veralto completed its separation from Danaher on September 30, 2023. (2)Non-PEO NEO Compensation data will fluctuate from previous proxy disclosure due to currency exchange impact. (3)To calculate CAP (columns (c) and (e)), the following amounts were deducted from and added to the applicable SCT total compensation:

  98. Pay Versus Performance Table

    | Fiscal Year | PEO 2024 | Non-PEO NEOs 2024 | | SCT Total | $11,532,426 | $3,524,128 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($8,375,751) | ($1,884,602) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $10,599,881 | $2,385,045 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $4,058,148 | $1,113,236 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | | + 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 | $732,920 | $222,593 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | Compensation Actually Paid | $18,547,624 | $5,360,401 |

  99. Pay Versus Performance Table

    The fair value of performance stock unit awards used in the calculation of CAP was determined using a Monte Carlo simulation valuation model, in accordance with ASC 718. 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.

  100. Pay Versus Performance Table

    | 2025 PROXY STATEMENT | 73 |

  101. Pay Versus Performance Table

    (4)Reflects TSR indexed to $100 for each of the Company and the S&P 500 Industrials Index, which is an industry line peer group reported in the 2024 Form 10-k. (5)For 2023, reflects corrected TSR information aligned with the methodology used for 2024 TSR. (6)Values are shown in millions. (7)Please see page 98 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. Adjusted Operating Income for 2023 reflects the post-Separation portion of the year. The amounts set forth in the PVP Table above illustrate, for the 2024 year, the "compensation actually paid" to our CEO and other NEOs and our total shareholder return, net income and adjusted operating income.