DEF 14A of Veralto Corp, Mar 27, 2026

DEF 14A of Veralto Corp

Filed Mar 27, 2026 · FY20250001967680-26-000016

Open on EDGAR

  1. JAMES A. TANAKA

    | PROXY STATEMENT SUMMARY | 1 | | PROPOSAL 1 – ELECTION OF DIRECTORS | 12 | | CORPORATE GOVERNANCE | 21 | | DIRECTOR COMPENSATION | 36 | | DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS | 40 | | BENEFICIAL OWNERSHIP OF VERALTO COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS | 41 | | PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 43 | | COMPENSATION DISCUSSION AND ANALYSIS | 46 | | COMPENSATION TABLES AND INFORMATION | 70 | | SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS | 89 | | PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 100 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 102 | | OTHER INFORMATION | 107 | | APPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | 109 |

  2. Board of Directors

    Board of Directors Below is an overview of each of the Class III 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 | | 56 | III | 2023 | | | | | Linda Filler Chair of the Board Former President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer, Walgreen Co. | | 66 | III | 2023 | | | | | Françoise Colpron Retired Group President, North America Valeo SA | | 55 | I | 2023 | | | | | Daniel L. Comas Retired Executive Vice President, Danaher Corporation | | 62 | II | 2023 | | | | | Shyam P. Kambeyanda President and Chief Executive Officer and Director, ESAB Corporation | | 55 | I | 2023 | | | | | William H. King Retired Senior Vice President—Strategic Development, Danaher Corporation | | 58 | I | 2023 | | | | | Walter G. Lohr, Jr. Retired Partner, Hogan Lovells | | 82 | II | 2023 | | | C | | Heath A. Mitts Executive Vice President and Chief Financial Officer, TE Connectivity | | 55 | III | 2023 | | | | | Vijay P. Sankaran Chief Technology Officer, Johnson Controls | | 52 | I | 2024 | | | | | John T. Schwieters Former Principal, Perseus TDC | | 86 | II | 2023 | C | | | | Cindy L. Wallis-Lage Retired Executive Director, Sustainability and Resilience Black & Veatch Holding Company | | 63 | II | 2023 | | | | | Thomas L. Williams Retired Executive Chairman, Parker Hannifin Corporation | | 67 | 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

    | 2026 PROXY STATEMENT | 7 |

  7. Overview of Executive Compensation Program

    Overview of Executive Compensation Program As discussed in detail under “Compensation Discussion and Analysis,” our executive compensation program is designed to build long-term shareholder value. To that end, the program is structured 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 deliver exceptional and sustained performance through a range of economic cycles; and •link compensation to the achievement of corporate goals that drive long-term shareholder value. To achieve these objectives, our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with an emphasis on 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 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 Declassification of the Board Our board currently consists of 12 members. Pursuant to Veralto’s amended and restated certificate of incorporation (Certificate of Incorporation) adopted prior to our separation from Danaher and prior to the appointment of any of the current directors other than Ms. Honeycutt, the Board has been 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 2028 annual meeting of shareholders; and Class III: Jennifer L. Honeycutt, Linda Filler, Heath A. Mitts and Thomas L. Williams, whose terms expire at the Annual Meeting. At the 2025 annual meeting of shareholders, our shareholders approved a proposal from our Board to amend our Certificate of Incorporation to declassify the Board and to provide, starting with this Annual Meeting, for the election of directors to one-year terms. As a result, our Board will be declassified in the following manner:

  10. Election of Directors

    | | The directors elected at this Annual Meeting (and at each annual meeting thereafter) will serve one-year terms | | | Beginning with the 2027 annual meeting of shareholders, a majority of the directors will be elected annually | | | Beginning with the 2028 annual meeting of shareholders, the entire Board will be elected annually |

  11. Election of Directors

    Election of Directors At the Annual Meeting, shareholders will be asked to elect each of the current Class III director nominees identified below (who have been recommended by the Nominating and Governance Committee and nominated by the Board and currently serve as Class III directors of Veralto) to serve a one-year term 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 23, 2026 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. We do not expect this event to occur.

  12. Election of Directors

    | 12 | 2026 PROXY STATEMENT |

  13. Election of Directors

    Class III Director Nominees

  14. Election of Directors

    | LINDA FILLER | | | | Age 66 | | 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 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 Veralto 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 | | Sustainability | | Accounting | | | | Product Quality & Innovation (Segment) | | Corporate Strategy, Capital Allocation, M&A | | Finance | | | | Product Innovation | | Public Company CEO and/or President | | Branding/Marketing | | | | Water Quality (Segment) | | | | |

  15. Election of Directors

    | JENNIFER L. HONEYCUTT | | | | Age 56 | | 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 after 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 | | Product Innovation | | Public Company CEO and/or President | | | | Water Quality (Segment) | | Sustainability | | Branding/Marketing | | | | Product Quality & Innovation (Segment) | | Corporate Strategy, Capital Allocation, M&A | | Government, Legal or Regulatory | | | | Digital | | | | |

  16. Election of Directors

    | 2026 PROXY STATEMENT | 13 |

  17. Election of Directors

    | HEATH A. MITTS | | | | Age 55 | | 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 resource to the Veralto Board. | | | | | | | | SKILLS AND QUALIFICATIONS: | | | | | | | | | Global/International | | Corporate Strategy, Capital Allocation, M&A | | Finance | | | | Water Quality (Segment) | | | | |

  18. Election of Directors

    | THOMAS L. WILLIAMS | | | | Age 67 | | 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 | | Sustainability | | Public Company CEO and/or President | | | | Digital | | Corporate Strategy, Capital Allocation, M&A | | Product Innovation |

  19. Election of Directors

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

  20. Election of Directors

    | 14 | 2026 PROXY STATEMENT |

  21. Election of Directors

    Continuing Directors

  22. Election of Directors

    | FRANÇOISE COLPRON | | | | Age 55 | | INDEPENDENT | | Class I Director since 2023 Committees: Compensation Nominating and Governance Other Public Directorships: • Celestica Inc. • Sealed Air Corporation • Sodexo SA | 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 December 2025, Ms. Colpron has served as a director of Sodexo SA, a global leader food services and facilities management, where she currently serves on its audit committee. 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 | | Sustainability | | Government, Legal or Regulatory | | | | Product Quality & Innovation (Segment) | | Corporate Strategy, Capital Allocation, M&A | | Finance | | | | Product Innovation | | Public Company CEO and/or President | | |

  23. Election of Directors

    | DANIEL L. COMAS | | | | Age 62 | | | | 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 | | Government, Legal or Regulatory | | Accounting | | | | Product Quality & Innovation (Segment) | | Corporate Strategy, Capital Allocation, M&A | | Finance | | | | Water Quality (Segment) | | | | |

  24. Election of Directors

    | 2026 PROXY STATEMENT | 15 |

  25. Election of Directors

    | SHYAM P. KAMBEYANDA | | | | Age 55 | | 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 | | Sustainability | | Accounting | | | | Digital | | Corporate Strategy, Capital Allocation, M&A | | Government, Legal or Regulatory | | | | Product Innovation | | Public Company CEO and/or President | | Branding/Marketing |

  26. Election of Directors

    | WILLIAM H. KING | | | | Age 58 | | | | 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) | | Corporate Strategy, Capital Allocation, M&A | | | | Product Quality & Innovation (Segment) | | Product Innovation | | Public Company CEO and/or President |

  27. Election of Directors

    | 16 | 2026 PROXY STATEMENT |

  28. Election of Directors

    | WALTER G. LOHR, JR. | | | | Age 82 | 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 | |

  29. Election of Directors

    | VIJAY P. SANKARAN | | | | Age 52 | | 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 | | Sustainability | | Finance | | | | Product Quality & Innovation (Segment) | | Corporate Strategy, Capital Allocation, M&A | | Branding/Marketing | | | | Product Innovation | | Digital | | |

  30. Election of Directors

    | 2026 PROXY STATEMENT | 17 |

  31. Election of Directors

    | JOHN T. SCHWIETERS | | | | Age 86 | | 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 November 2025, Danaher announced that Mr. Schwieters has decided not to stand for reelection at its 2026 annual meeting of shareholders. 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 | | Accounting | | | | Corporate Strategy, Capital Allocation, M&A | | Finance | | |

  32. Election of Directors

    | CINDY L. WALLIS-LAGE | | | | Age 63 | | 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 Seven Seas Water Group, a private company focused on building, owning and operating decentralized water and wastewater facilities since November 2025, and on the board of the private company Metiri Group, a laboratory company serving the U.S.-based water sector since May 2023. She 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 | | Sustainability | | Finance | | | | Water Quality (Segment) | | Digital | | Branding/Marketing |

  33. Election of Directors

    | 18 | 2026 PROXY STATEMENT |

  34. Election of Directors

    Board Selection

  35. 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 2025 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. |

  36. Recoupment (Clawback) Policy

    Recoupment (Clawback) Policy To further discourage inappropriate or excessive risk-taking, our Board adopted a rigorous compensation recoupment (or clawback) policy 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 the Company. In 2025, the Board 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.

  37. 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. The Board and the Nominating and Governance Committee set director compensation based on the following principles: •Fairly compensate directors for the work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of responsibilities; •Allocate a significant portion of the total compensation in stock-based awards to align directors’ interests with the long-term interests of our shareholders; and •Maintain a simple and transparent compensation program structure.

  38. 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 reviews non-management director compensation annually and consults FW Cook for market insights and recommendations. 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, each non-management director is limited to a maximum sum of $800,000 in cash and equity-based awards per calendar year (calculated based on the grant date fair value of such awards for financial reporting purposes) for services as a member of the Board.

  39. 2025 Non-Management Director Compensation Structure

    2025 Non-Management Director Compensation Structure

  40. 2025 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 | |

  41. 2025 Non-Management Director Compensation Structure

    | 36 | 2026 PROXY STATEMENT |

  42. 2025 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 Veralto annual meeting of 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 reimburses directors for Veralto-related out-of-pocket expenses, including travel expenses.

  43. Key Changes to Non-Management Director Compensation Program for 2026

    Key Changes to Non-Management Director Compensation Program for 2026 As part of the Nominating and Governance Committee’s annual review of non-management compensation, its independent compensation consultant, FW Cook, concluded that Veralto paid its directors below the peer group median in 2025. The Committee considered FW Cook’s recommendations together with the principles outlined in the Company’s Corporate Governance Guidelines, and accordingly recommended, and the Board approved, increasing the annual stock-based award for non-management directors from $165,000 to $200,000 to approximate the total compensation of the peer group market median while continuing to align its directors’ interests with the long-term interests of our shareholders. In addition, the Board approved a voluntary non-qualified, deferred compensation plan for non-management directors, effective after the 2026 shareholder meeting. •Each non-management director can elect to defer all or a portion of their cash director fees in a particular year. •Amounts deferred under the plan will be converted into a particular number of phantom shares of Veralto common stock, calculated based on the closing price of Veralto’s common stock on the date that such quarterly fees would otherwise have been paid. •Dividends accrued on phantom shares will be deemed invested in phantom shares of Veralto common stock. •A director can elect to have their plan balance distributed upon cessation of Board service, or one, two, three, four or five years after cessation of Board service. All distributions from the plan will be in the form of whole shares of Veralto common stock.

  44. Key Changes to Non-Management Director Compensation Program for 2026

    | 2026 PROXY STATEMENT | 37 |

  45. Key Changes to Non-Management Director Compensation Program for 2026

    Director Summary Compensation Table The table below summarizes the compensation paid by Veralto to the non-management directors for their service in 2025. Ms. Honeycutt serves as a director and executive officer of Veralto but she does not receive any additional compensation for services provided as a director.

  46. Key Changes to Non-Management Director Compensation Program for 2026

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Total ($) | | Françoise Colpron | 105,000 | 81,775 | 82,507 | 269,282 | | Daniel L. Comas | 105,000 | 81,775 | 82,507 | 269,282 | | Linda Filler | 105,000 | 156,053 | 157,510 | 418,563 | | Shyam P. Kambeyanda | 105,000 | 81,775 | 82,507 | 269,282 | | William H. King | 105,000 | 81,775 | 82,507 | 269,282 | | Walter G. Lohr, Jr. | 120,000 | 81,775 | 82,507 | 284,282 | | Heath A. Mitts | 105,000 | 81,775 | 82,507 | 269,282 | | Vijay P. Sankaran | 105,000 | 81,775 | 82,507 | 269,282 | | John T. Schwieters | 130,000 | 81,775 | 82,507 | 294,282 | | Cindy L. Wallis-Lage | 105,000 | 81,775 | 82,507 | 269,282 | | Thomas L. Williams | 125,000 | 81,775 | 82,507 | 289,282 |

  47. Key Changes to Non-Management Director Compensation Program for 2026

    (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 2025 stock option grants to all directors above, a 6.0 year option life; a risk-free interest rate of 4.09%; a stock price volatility rate of 30.58%; and a dividend yield of 0.44% per share.

  48. Key Changes to Non-Management Director Compensation Program for 2026

    | 38 | 2026 PROXY STATEMENT |

  49. Key Changes to Non-Management Director Compensation Program for 2026

    (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, 2025. 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.

  50. Key Changes to Non-Management Director Compensation Program for 2026

    | Name of Director(s) | Aggregate Number of Stock Options Held as of December 31, 2025 (#) | Aggregate Number of Unvested RSUs Held as of December 31, 2025 (#) | | Françoise Colpron | 5,860 | 818 | | Daniel L. Comas | 5,860 | 818 | | Linda Filler | 11,302 | 1,561 | | Shyam P. Kambeyanda | 5,860 | 818 | | William H. King | 5,860 | 818 | | Walter G. Lohr, Jr. | 5,860 | 818 | | Heath A. Mitts | 5,860 | 818 | | Vijay P. Sankaran | 4,270 | 818 | | John T. Schwieters | 5,860 | 818 | | Cindy L. Wallis-Lage | 5,860 | 818 | | Thomas L. Williams | 5,860 | 818 |

  51. Key Changes to Non-Management Director Compensation Program for 2026

    | 2026 PROXY STATEMENT | 39 |

  52. Executive Compensation Program Objectives

    Our compensation program uses a mix of annual and long-term incentives, cash and equity, and fixed and variable pay. We emphasize long-term, performance-based 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. Named Executive Officer Compensation Framework Veralto’s compensation program requires executives to consistently deliver exceptional performance. The Compensation Committee uses its judgment to make compensation decisions, considering each executive’s role, performance, and market conditions. 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.

  53. 2025 Executive Compensation

    | | Component | Basic Design | Purpose | | | Base Salary | •Cash | •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 •Base salary should be sufficient to avoid competitive disadvantage while facilitating a sustainable fixed cost structure | | | Annual Cash Compensation | •Cash -40% Adjusted EPS -40% Core Revenue Growth -20% Free Cash Flow Conversion | •Motivate executives to achieve near-term operational and financial goals that support our long-term business objectives and strategic priorities •Allow meaningful pay differentiation tied to annual performance of individuals and groups •Reward our executives for performance that was within their control over the performance period | | | Long-Term Incentive (Equity) | •50% Performance Share Units (PSUs) -Relative TSR vs. S&P 500 -3 Yr Avg ROIC Change Modifier •25% stock options (Options) •25% restricted stock units (RSUs) | •Align the interests of management and shareholders by ensuring that realized compensation is commensurate with long-term changes in share price •This pay element intentionally represented the most significant component of compensation for each NEO for 2025 because it best supports our retention and motivation objectives | | | Other Compensation | •Employee benefit plans •Limited perquisites •Severance benefits | •Provide a competitive total executive compensation program generally commensurate with the benefits offered by our peers •Improve cost-effectiveness by delivering perceived value that exceeds our actual costs •Help to maximize the amount of time that executives spend on Veralto business •We periodically use fixed cash bonuses for recruitment and retention purposes to attract and retain high-performing executives |

  54. 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 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 | | |

  55. 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 the 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 |

  56. Base Salaries

    Base Salaries The Compensation Committee reviewed base salaries for executive officers in February 2025. The Compensation Committee used each officer’s prior base salary as the initial basis for 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. Following this review, the Compensation Committee approved modest base salary adjustments for our NEOs, including a 9.5% increase for our CEO, a 9.0% increase for our CFO, and a 9.1% increase for our CHRO. These adjustment reflect the Compensation Committee’s determination that these executive officers’ prior base salaries were positioned below what would be appropriate given the significant scope, complexity, and global scale of their roles. The increases bring these executive officers’ base salaries closer to competitive market levels while maintaining a pay mix that continues to emphasize performance-based compensation.

  57. Annual Incentive Awards

    Annual Incentive Awards The Compensation Committee designed the executive compensation program to encourage consistent long-term performance and pay-for-performance alignment. The Segment leaders’ plans are tied more closely to their respective segment financial performance while still maintaining a significant link to enterprise-wide performance. 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 annual incentive compensation plan (ICP) is weighted:

  58. Annual Incentive Awards

    | Enterprise Leaders(1) | | Segment Leaders(1) | | | 70% Company Financial Factor (CFF) | | 30% Company Financial Factor | | | | 40% Adjusted Earnings per Share | | 25% Adjusted Earnings per Share | | | 40% Core Revenue Growth | | 25% Core Revenue Growth | | | 20% Free Cash Flow Conversion | | 50% Free Cash Flow Conversion | | | | 40% Segment Financial Factor (SFF) | | | | | | 50% Adjusted Segment Operating Profit | | | | | 50% Segment Core Revenue Growth | | 30% Personal Performance Factor (PPF) | | 30% Personal Performance Factor (PPF) | |

  59. Annual Incentive Awards

    (1) Adjusted Operating Profit and Core Revenue Growth are financial measures that do not comply with generally accepted accounting principles (GAAP). Appendix A to this Proxy Statement quantifies and reconciles these measures to the comparable 2025 GAAP financial measures. “Adjusted Operating Profit” is defined as GAAP operating profit less the impact intangible asset amortization, separation related costs, other strategic initiative costs, and asset impairments. “Core Revenue Growth” is defined as sales calculated according to GAAP but excluding (1) sales from acquired businesses or divested businesses; and (2) the impact of currency translation. Sales attributable to acquired businesses refers to sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested businesses not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between (i) the period-to-period change in revenue (excluding sales from acquired businesses); and (ii) the period-to-period change in revenue (excluding sales from acquired businesses) after applying current period foreign exchange rates to the prior year period. “Free Cash Flow Conversion” is calculated by dividing Free Cash Flow by Net Earnings on a GAAP basis. Free Cash Flow is defined as operating cash flows, less payments for additions to property, plant and equipment (capital expenditures) plus the proceeds from sales of plant, property and equipment (capital disposals).

  60. Annual Incentive Awards

    | 56 | 2026 PROXY STATEMENT |

  61. Annual Incentive Awards

    The diagram below illustrates the 2025 annual incentive award opportunities the Compensation Committee determined for the Company’s NEOs under the Omnibus Plan, each element of which is further described below.

  62. Annual Incentive Awards

    | | | | | Company Financial Factor (70%) | | Base Salaryx | Target Bonus Percentagex | Composite Payout Percentage | | + | | | | | | Personal Performance Factor (30%) |

  63. Annual Incentive Awards

    The 2026 annual incentive award opportunities for the Segment Leaders are similarly structured but weighted as: •30% Company Financial Factor •40% Segment Financial Factor (SFF) •30% Personal Performance Factor (PPF)

  64. DETERMINING TARGET BONUS PERCENTAGE

    DETERMINING TARGET BONUS PERCENTAGE In determining the target bonus percentage for each NEO, the 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. Following this review, the Compensation Committee approved a modest adjustment for our CEO to reflect the Compensation Committee’s recognition of the CEO role’s significant scope, complexity, and global scale. The increase drives a pay mix that continues to emphasize performance-based compensation.

  65. DETERMINING TARGET BONUS PERCENTAGE

    | | 2024 | | 2025 | | | Name | Target ICP (%) | Target ICP ($) | Target ICP (%) | Target ICP ($) | | Jennifer L. Honeycutt | 135% | 1,417,500 | 140% | 1,610,000 | | Sameer Ralhan | 100% | 725,000 | 100% | 790,000 | | Mattias Byström | 80% | 597,900 | 80% | 627,034 | | Melissa Kapity | 80% | 580,000 | 80% | 608,000 | | Lesley Beneteau | 75% | 383,353 | 75% | 405,252 |

  66. DETERMINING TARGET BONUS PERCENTAGE

    | 2026 PROXY STATEMENT | 57 |

  67. Company Financial Performance Payout Percentage

    Company Financial Performance Payout Percentage

  68. Company Financial Performance Payout Percentage

    | The Company Payout Percentage is formulaic, based on the Company’s 2025 performance against the Adjusted Earnings per Share, Core Revenue Growth, and Free Cash Flow Conversion metrics described above and below and in Appendix A (the Metrics). The Metrics 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. | |

  69. Company Financial Performance Payout Percentage

    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, and 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 reflected strong financial performance within the industry and would require a high (but achievable) level of Company performance, with outstanding performance required to achieve the maximum payout level.

  70. Company Financial Performance Payout Percentage

    | 58 | 2026 PROXY STATEMENT |

  71. Company Financial Performance Payout Percentage

    Following the end of 2025, the Company Financial Factor (CFF) was calculated as follows:

  72. Company Financial Performance Payout Percentage

    | | 2025 Performance/Payout Matrix | | | | | | | | Metric | Threshold Performance Level | Target Performance Levels | Maximum Performance Level | Payout (before weighting) (%) | | Metric Weighting | Weighted Payout (%) | | Adjusted Earnings per Share | | | | | 200 | | 80 | | Core Revenue Growth | | | | | 160 | | 64 | | Free Cash Flow Conversion | | | | | 200 | | 40 | | | | | | COMPANY FINANCIAL FACTOR: | | | 184% (as rounded) |

  73. Company Financial Performance Payout Percentage

    The Water Quality Segment Financial Factor was calculated as follows:

  74. Company Financial Performance Payout Percentage

    | | 2025 Performance/Payout Matrix | | | | | | | | Metric | Threshold Performance Level | Target Performance Levels | Maximum Performance Level | Payout (before weighting) (%) | | Metric Weighting | Weighted Payout (%) | | Adjusted Segment Operating Profit | | | | | 195 | | 98 | | Segment Core Revenue Growth | | | | | 163 | | 81 | | | | | | WATER QUALITY FINANCIAL FACTOR: | | | 179% (as rounded) |

  75. Company Financial Performance Payout Percentage

    | 2026 PROXY STATEMENT | 59 |

  76. Company Financial Performance Payout Percentage

    The Product Quality and Innovation Segment Financial Factor was calculated as follows:

  77. Company Financial Performance Payout Percentage

    | | 2025 Performance/Payout Matrix | | | | | | | | Metric | Threshold Performance Level | Target Performance Levels | Maximum Performance Level | Payout (before weighting) (%) | | Metric Weighting | Weighted Payout (%) | | Adjusted Segment Operating Profit | | | | | 93 | | 47 | | Segment Core Revenue Growth | | | | | 160 | | 80 | | | | | | PRODUCT QUALITY & INNOVATION FINANCIAL FACTOR: | | | 127% (as rounded) |

  78. Personal Performance Factor Payout Percentage

    Personal Performance Factor Payout Percentage In 2025, the Compensation Committee established 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.

  79. Personal Performance Factor Payout Percentage

    | Executive Officer | 2025 Personal Performance Objectives | | Jennifer L. Honeycutt President and Chief Executive Officer | Consisted of qualitative goals with respect to refining and deepening our initial corporate enterprise strategy with a focus on growth and deployment of capital to strategic M&A opportunities; and qualitative talent and sustainability objectives, including identifying and developing succession planning, and continuing to build organizational resilience. | | Sameer Ralhan Senior Vice President and Chief Financial Officer | Consisted of qualitative goals with respect to the finance function’s process excellence and talent development, including departmental efficiency and service quality optimization using VES, tax framework optimization, financial reporting efficiency and controls using VES, departmental integration to support M&A, and associate development and succession planning; growth initiatives to drive capital allocation and deployment, optimization of capital structure, and continued external engagement; qualitative goals with respect to sustainability initiatives focusing on associate engagement and inclusion, continued development of financial reporting framework for sustainability requirements, and driving supplier sustainability engagement. | | Mattias Byström Senior Vice President and Chief Segment Officer, Product Quality and Innovation | Consisted of qualitative goals with respect to accelerating growth for the PQI segment, focusing on refreshing the PQI Segment strategy, implementing high growth market strategies, capital deployment, and cultivation of external engagement; qualitative goals focusing on senior leader development and succession planning; qualitative goals with respect to sustainability initiatives, including Scope 1 and 2 commitments and other environmental initiatives, associate engagement and inclusion, and driving supplier sustainability engagement. |

  80. Personal Performance Factor Payout Percentage

    | 60 | 2026 PROXY STATEMENT |

  81. Personal Performance Factor Payout Percentage

    | Executive Officer | 2025 Personal Performance Objectives | | Melissa Kapity Senior Vice President and Chief Segment Officer, Water Quality | Consisted of qualitative goals with respect to accelerating growth for the WQ segment, focusing on refreshing the WQ Segment strategy, implementing high growth market strategies, capital deployment, and cultivation of external engagement; qualitative goals focusing on senior leader development and succession planning; qualitative goals with respect to sustainability initiatives, including Scope 1 and 2 commitments and other environmental initiatives, associate engagement and inclusion, and driving supplier sustainability engagement. | | Lesley Beneteau Senior Vice President and Chief Human Resources Officer | Consisted of qualitative goals with respect to the human resource function’s process excellence including departmental efficiency and service quality optimization using VES, and departmental integration to support M&A; qualitative talent objectives, including senior leadership development for succession planning and M&A, delivering departmental strategies to support Veralto and operating company growth plans, upskilling departmental and M&A function with VES, and people leader development; qualitative goals with respect to sustainability initiatives focusing on associate engagement, inclusion and supervisor effectiveness. |

  82. DETERMINING PERSONAL PERFORMANCE FACTOR PAYOUT PERCENTAGE

    DETERMINING PERSONAL PERFORMANCE FACTOR PAYOUT PERCENTAGE Following the end of 2025, 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 a portion of 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 in connection with individual performance: •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 recognizing 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 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.

  83. DETERMINING PERSONAL PERFORMANCE FACTOR PAYOUT PERCENTAGE

    | 2026 PROXY STATEMENT | 61 |

  84. DETERMINING PERSONAL PERFORMANCE FACTOR PAYOUT PERCENTAGE

    The Company awarded Ms. Honeycutt a Personal Payout Percentage of 165% for 2025, based primarily on the Company’s financial and operational performance; progress toward enterprise strategy refinement aligned with growth and deployment of capital strategic to M&A opportunities; progress toward talent and sustainability objectives, including identification and development of succession planning; and progress in further building organization resilience. The average Personal Payout Percentage of the NEOs (other than Ms. Honeycutt) was 138%.

  85. DETERMINING PERSONAL PERFORMANCE FACTOR PAYOUT PERCENTAGE

    | Executive Officer | Personal Performance Factor (0 - 200%) | | Jennifer L. Honeycutt | 165 | | Sameer Ralhan | 130 | | Mattias Byström | 105 | | Melissa Kapity | 150 | | Lesley Beneteau | 165 |

  86. Composite Payout Percentage

    Composite Payout Percentage The Company Financial Factor Percentage and Personal Performance Factor Percentage (and Segment Financial Factor Percentage for Ms. Kapity 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 2025 annual cash incentive compensation awards for each of the NEOs are set forth below and in the Summary Compensation Table.

  87. Composite Payout Percentage

    | Executive Officer | Base Salary ($) | Target ICP (%) | Company Financial Factor (%) | Segment Financial Factor (%) | Personal Performance Factor (%) | Composite Payout Percentage (%) | Annual Cash Incentive ($) | | Jennifer L. Honeycutt | 1,150,000 | 140 | 184 | — | 165 | 178 | 2,870,630 | | Sameer Ralhan | 790,000 | 100 | 184 | — | 130 | 168 | 1,325,620 | | Mattias Byström | 783,792 | 80 | 190 | 127 | 105 | 139 | 873,458 | | Melissa Kapity | 760,000 | 80 | 190 | 179 | 150 | 174 | 1,055,488 | | Lesley Beneteau(1) | 557,683 | 75 | 184 | — | 165 | 178 | 738,467 |

  88. Composite Payout Percentage

    (1)The Compensation Committee determined Ms. Beneteau’s target incentive compensation in Canadian Dollars using an exchange rate at the time of the February 2025 Compensation Committee meeting. Ms. Beneteau's actual incentive compensation payout was calculated to reflect the portion of time worked in the United States, consistent with U.S. Treasury regulations.

  89. Composite Payout Percentage

    | 62 | 2026 PROXY STATEMENT |

  90. Long-Term Incentive Awards

    Long-Term Incentive Awards

  91. Equity Award Mix

    Equity Award Mix

  92. Equity Award Mix

    | With respect to each of the NEO 2025 annual equity awards one-half of the target award value was delivered as 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. The value of PSUs is tied directly to the Company’s TSR performance relative to the companies in the S&P 500 Index. | |

  93. Equity Award Mix

    Our 2025 NEO equity vests as follows: •Stock options and RSUs vest over four years in which one-half of the award vests (and becomes exercisable in the case of options) on each of the third and fourth anniversaries of the grant date. •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.

  94. PSU Performance Criteria

    PSU Performance Criteria The Compensation Committee determined that executive officer PSUs will be subject to two performance criteria:

  95. RELATIVE TOTAL SHAREHOLDER RETURN (Relative TSR)

    RELATIVE TOTAL SHAREHOLDER RETURN (Relative TSR) The number of shares of 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:

  96. RELATIVE TOTAL SHAREHOLDER RETURN (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 |

  97. RELATIVE TOTAL SHAREHOLDER RETURN (Relative TSR)

    The payout percentages for performance between the performance levels indicated above are determined by linear interpolation.

  98. RELATIVE TOTAL SHAREHOLDER RETURN (Relative TSR)

    | 2026 PROXY STATEMENT | 63 |

  99. RELATIVE TOTAL SHAREHOLDER RETURN (Relative TSR)

    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.

  100. Target Award Values

    | | 2024 | | | | 2025 | | | | | Name | PSU Value ($) | Option Value ($) | RSU Value ($) | Total Target Value ($) | PSU Value ($) | Option Value ($) | RSU Value ($) | Total Target Value ($) | | Jennifer L. Honeycutt | 3,500,000 | 1,750,000 | 1,750,000 | 7,000,000 | 4,500,000 | 2,250,000 | 2,250,000 | 9,000,000 | | Sameer Ralhan | 1,300,000 | 650,000 | 650,000 | 2,600,000 | 1,350,000 | 675,000 | 675,000 | 2,700,000 | | Mattias Byström | 700,000 | 350,000 | 350,000 | 1,400,000 | 775,000 | 387,500 | 387,500 | 1,550,000 | | Melissa Kapity | 700,000 | 350,000 | 350,000 | 1,400,000 | 775,000 | 387,500 | 387,500 | 1,550,000 | | Lesley Beneteau | 425,000 | 212,500 | 212,500 | 850,000 | 500,000 | 250,000 | 250,000 | 1,000,000 |

  101. Severance Benefits

    Severance Benefits We have entered into Proprietary Interest Agreements with each of our U.S.-based NEOs that include post-employment restrictive covenant obligations. Veralto’s Senior Leader Severance Pay Plan, in which each of the U.S.-based NEOs participates, provides for severance payments under certain circumstances. We believe the post-employment restrictive covenant obligations included in the Proprietary Interest 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.

  102. Other Benefits and Perquisites

    Other Benefits and Perquisites All of our U.S.-based executives are eligible to participate in our U.S. employee benefit plans, including our group medical, dental, vision, disability, accidental death and dismemberment, life insurance, flexible spending and 401(k) Plan. These plans are generally available to all U.S. full-time and certain part-time employees and do not discriminate in favor of executive officers. In addition, the Compensation Committee makes certain perquisites available to the NEOs; please see the footnotes to the Summary Compensation Table for additional details. The Compensation Committee has also adopted a policy prohibiting any tax reimbursement or gross-up provisions in our executive compensation program (except under a policy applicable to management employees generally such as a relocation policy). 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.

  103. Executive Compensation Peer Group

    Executive Compensation Peer Group The Compensation Committee will periodically review and update the peer group to ensure it remains relevant. In July 2025, the Compensation Committee evaluated the existing peer group with the assistance of FW Cook (using the same selection criteria described above) and updated the peer group to better reflect the Company’s current size and portfolio of businesses as follows:

  104. Executive Compensation Peer Group

    | Removed | Added | | Agilent Technologies | Emerson Electric | | Clean Harbors | Ingersoll Rand |

  105. Executive Compensation Peer Group

    Set forth below is the Company’s peer group as of December 2025:

  106. Executive Compensation Peer Group

    | AMETEK | Fortive | Pentair | | Donaldson | IDEX | Rockwell Automation | | Dover | Ingersoll Rand | Roper Corporation | | Ecolab Inc. | Keysight Technologies | Xylem | | Emerson Electric | Mettler-Toledo International | Zebra Technologies | | Flowserve | | |

  107. Executive Compensation Peer Group

    | 66 | 2026 PROXY STATEMENT |

  108. Executive Compensation Peer Group

    The table below sets forth for this peer group information regarding revenue based on the trailing four quarters from Q1 2025 through Q4 2025; net income based on the most recently reported 12-months for each company as of December 31, 2025; market capitalization as of December 31, 2025; and employee headcount based on each company’s most recently reported fiscal year end as of February 12, 2026, in each case derived from the Standard & Poor’s Capital IQ database. Veralto’s information matches Veralto’s Form 10-k filing for the fiscal year that ended on December 31, 2025.

  109. Executive Compensation Peer Group

    | | Revenue ($ in millions) | Net Income (From continuing operations excluding extraordinary items) ($ in millions) | Employees (#) | Market Capitalization ($ in millions) | | 75th percentile | 8,084 | 1,163 | 23,250 | 44,624 | | Median | 6,712 | 877 | 18,100 | 29,891 | | 25th percentile | 4,548 | 537 | 15,750 | 16,111 | | Veralto | 5,503 | 940 | 17,000 | 24,775 | | VERALTO PERCENTILE RANK | 41% | 59% | 41% | 39% |

  110. Executive Compensation Peer Group

    In connection with its named executive officer compensation decisions, the Compensation Committee reviewed market data for the former peer group in November 2024 and February 2025, including estimated 25th percentile, median, and 75th percentile positioning for each NEO role with respect to base salary; annual cash incentive compensation (target and actual); total annual cash compensation (target and actual); long-term incentive compensation (target and accounting value); and total direct compensation (target and actual). The Committee subsequently reviewed updated analyses based on the revised peer group in November 2025 and February 2026. Other Compensation Policies and Information

  111. 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 on 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 2026, when the Compensation Committee reviewed the performance of the executive officers and determined most or all of the other components of executive compensation. Our methodology for granting RSUs and Options is meant to approximate both industry best practice and Generally Accepted Accounting Principles (GAAP). Our methodology for granting PSUs is meant to reflect common market practice. •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). •The target dollar value attributable to PSUs has been translated into a number of PSUs by dividing the target value by the closing stock price on the date of grant.

  112. Long-Term Incentive Compensation Grant Practices

    | 2026 PROXY STATEMENT | 67 |

  113. Recoupment (Clawback) 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; •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; and •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 Veralto contribution balances. Our existing recoupment policy includes provisions beyond SEC requirements. In 2025, the Board amended the recoupment policy to include best practice provisions. The expanded provisions include clawback triggers for misconduct and reputational harm absent any financial restatement.

  114. 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 | 2025 | 1,150,000 | — | 8,242,817 | 2,250,093 | 2,870,630 | — | 289,698 | 14,803,238 | | | 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 | | Sameer Ralhan Senior Vice President and Chief Financial Officer | 2025 | 790,000 | — | 2,472,934 | 675,046 | 1,325,620 | — | 59,625 | 5,323,225 | | | 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 | | Mattias Byström(6) Senior Vice President and Chief Segment Officer, Product Quality and Innovation | 2025 | 783,792 | — | 1,419,678 | 387,545 | 873,458 | — | 475,328 | 3,939,801 | | | 2024 | 747,374 | — | 1,325,226 | 349,980 | 679,812 | — | 368,572 | 3,470,964 | | | 2023 | 679,431 | — | 1,139,250 | 964,457 | 627,883 | — | 325,801 | 3,736,822 | | Melissa Kapity (formerly Aquino) Senior Vice President and Chief Segment Officer, Water Quality | 2025 | 760,000 | — | 1,419,678 | 387,545 | 1,055,488 | — | 79,548 | 3,702,259 | | | 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 | | Lesley Beneteau(6,7) Senior Vice President and Chief Human Resources Officer | 2025 | 557,683 | — | 916,074 | 250,038 | 738,467 | — | 323,602 | 2,785,864 | | | 2024 | 511,138 | 100,000 | 804,663 | 212,483 | 499,126 | — | 9,201 | 2,136,611 | | | 2023 | 370,432 | — | 383,578 | 321,425 | 300,310 | — | 64,122 | 1,439,867 |

  115. 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, 2024, and 2025.

  116. 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 EPS (i)(6,7) | | 2025 | $14,803,238 | $10,546,320 | $3,937,787 | $3,031,220 | $119.12 | $158.59 | $940 | $3.90 | | 2024 | $11,532,426 | $18,547,624 | $3,524,128 | $5,360,401 | $121.04 | $132.80 | $833 | $3.54 | | 2023 | $9,392,843 | $5,523,306 | $4,841,783 | $5,109,656 | $97.39 | $113.05 | $839 | $3.19 |

  117. Pay Versus Performance Table

    (1)For 2023 and 2024, the PEO was Ms. Honeycutt. The non-PEO NEOs in 2023 and 2024 were Messrs. Ralhan and Byström and Mses. Kapity and Stein (our former Senior Vice President, Chief Legal Officer). 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:

  118. Pay Versus Performance Table

    | Fiscal Year | PEO 2025 | Non-PEO NEOs 2025 | | SCT Total | $14,803,238 | $3,937,787 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($10,492,910) | ($1,982,135) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $9,650,078 | $1,822,925 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($3,007,202) | ($656,344) | | + 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 | ($406,884) | ($91,014) | | - 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 | $10,546,320 | $3,031,220 |

  119. Pay Versus Performance Table

    The fair value of P 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. (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 2025 Form 10-k. (5)For 2023, reflects corrected TSR information aligned with the methodology used for 2024 TSR.

  120. Pay Versus Performance Table

    | 86 | 2026 PROXY STATEMENT |

  121. Pay Versus Performance Table

    (6)Values are shown in millions. (7)Please see page 109 for a definition of Adjusted Earnings per Share. Values shown reflect Adjusted Earnings per Share as calculated for purposes of our executive compensation program for the applicable reporting year. The amounts set forth in the PVP Table above and charts below illustrate, for the 2025 year, the “compensation actually paid” to our CEO and other NEOs and our TSR, GAAP Net Income and Non-GAAP Adjusted Earnings per Share.

  122. Retirement and Other Terminations of Employment

    Retirement and Other Terminations of Employment Subject to certain terms and conditions set forth in the Omnibus Plan or the applicable award agreement (including the overall term of the award), in general: •upon retiring after reaching age 65, -(1) a participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date (or the tenth anniversary with respect to grants made on or after January 1, 2022),

  123. Retirement and Other Terminations of Employment

    | 92 | 2026 PROXY STATEMENT |

  124. Retirement and Other Terminations of Employment

    -(2) any RSUs that are unvested as of the retirement date (and, for grants on or after January 1, 2022, held for at least six months prior to retirement) continue to vest according to their terms, -(3) for PSUs granted prior to January 1, 2022, the participant receives a prorated portion of the shares actually earned based on the Company’s performance over the performance period, and -(4) for PSUs (and for grants on or after January 1, 2022, held for held for at least six months prior to retirement) the participant receives the shares actually earned based on the Company’s performance over the performance period; and •upon retiring after reaching age 55 and completing ten years of service with Veralto: -with respect to grants on or after February 23, 2015 and prior to January 1, 2022 from the Danaher plan but converted into Veralto shares: ▪(1) a pro rata portion of the participant’s unvested options held for at least six (6) months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth (5th) anniversary of the retirement date, ▪(2) a pro rata portion of any RSUs that are unvested as of the retirement date continue to vest according to their terms, and ▪(3) with respect to PSUs, the participant receives a prorated portion of the shares actually earned based on the Company’s actual performance over the performance period. -with respect to grants on or after January 1, 2022 and held for at least six months prior to retirement: ▪(1) the participant’s unvested options continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth (5th) anniversary of the retirement date, ▪(2) any RSUs that are unvested as of the retirement date continue to vest according to their terms, and ▪(3) the participant receives the PSU shares actually earned based on the Company’s actual performance over the performance period. Beginning in 2026, neither the age 65 nor the age 55 and ten years of service with Veralto provisions will apply to new non-annual equity awards, which are special, non-recurring grants supporting hiring, acquisition, retention, recognition, and promotion actions. Both retirement provisions will continue to apply to all annual equity awards. Upon termination of employment by reason of the grantee’s death, •(1) all unexpired options and SARs will become fully exercisable, and subject to the terms of the option or SAR, may be exercised for a period of twelve (12) months thereafter by the personal representative of the grantee’s estate or any other person to whom the Option or SAR is transferred to, •(2) all outstanding RSUs (other than PSUs) and restricted stock grants shall become vested, and •(3) with respect to PSUs, the grantee’s estate will become vested in the portion of the award determined by the target amount of PSUs (and related dividend equivalent rights) subject to such award.

  125. Retirement and Other Terminations of Employment

    | 2026 PROXY STATEMENT | 93 |