Independent
Tenure on this board
5.7 yrs
7 nominees · 3 ballot items.
Elect seven directors; Ratify Ernst & Young LLP as independent registered public accounting firm for 2026; Advisory (non-binding) approval of the compensation paid to named executive officers (say-on-pay).
Elect Mses. Karen C. Francis, Gloria R. Boyland and Maryrose Sylvester and Messrs. Robert L. Eatroff, David M. Foulkes, Mark D. Morelli and J. Darrell Thomas to serve as directors until the 2027 Annual Meeting.
Ratify the selection of Ernst & Young LLP as Vontier’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) approval of Vontier’s named executive officer compensation as disclosed in the Proxy Statement (the Compensation Discussion and Analysis, compensation tables and narrative discussion).
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer (NEO) compensation as disclosed in the proxy materials, including the Compensation Discussion and Analysis and the compensation tables. Management is seeking shareholder approval to confirm that its pay framework—comprised of a high proportion of at-risk compensation (annual cash incentives and long-term equity with PSUs, RSUs and performance-based stock options), stock ownership requirements, and recoupment provisions—is aligned with long-term shareholder value creation and effective executive retention. The CD&A describes a program that emphasizes adjusted operating profit, core sales growth and adjusted free cash flow conversion as the primary performance metrics for annual incentives and PSUs, with an rTSR modifier for multi-year awards and a recent introduction of a performance-based stock option incentive to further align pay with stock-price performance. Management also cites governance safeguards—independent consultant review, Audit/Compensation Committee oversight, and limits on hedging and pledging—that it says mitigate excessive risk-taking. The proposal is non-binding, but the Board treats the outcome as an important signal and states it will consider the vote when setting future compensation policies and awards; historically the program received very strong stockholder support (97.7% in 2025). Potential counterarguments include the non-binding nature of the vote and concerns by some investors or proxy advisors over disclosure of detailed performance targets (which management withholds to protect competitive information) or the balance between short- and long-term incentives. The Board’s rationale for recommending a vote FOR stresses alignment with strategy and pay-for-performance, retention of key executives during portfolio transformation, and that the program includes governance controls to protect shareholder interests. In evaluating this proposal, an analyst should weigh the substantive design of the incentive metrics, the degree of disclosure and transparency regarding targets, recent payout outcomes (including realized pay and PSU vesting), and how the program compares to peer practices and investor expectations regarding executive pay governance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 7.59% | 10,631,323 | $377M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.58% | 9,209,674 | $327M |
| 3 | BlackRock, Inc. | 5.62% | 7,865,654 | $279M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 6,344,817 | $225M |
| 5 | STATE STREET CORP | 3.30% | 4,619,904 | $164M |
| 6 | BlackRock, Inc. | 2.95% | 4,123,864 | $146M |
| 7 | FRANKLIN RESOURCES INC | 2.86% | 4,003,524 | $142M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 2.83% | 3,960,944 | $140M |
| 9 | Boston Partners | 2.49% | 3,480,365 | $123M |
| 10 | River Road Asset Management, LLC | 2.38% | 3,328,459 | $118M |
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