🧾 What This Document Is

This is Vontier Corporation's DEF 14A, also known as a Definitive Proxy Statement. It's sent to shareholders ahead of the 2026 Annual Meeting. Its purpose is to provide all the information needed for shareholders to vote on important company matters. Think of it as the official "ballot" and "information packet" for the annual shareholder gathering.

🏢 What The Company Does

👉 In simple terms, Vontier is a global industrial technology company. They create software and hardware solutions for industries like retail fueling, transportation, and automotive repair. They help businesses automate processes, manage equipment, and handle payments. It's a key player in the "connected operations" space.

🗳️ What Shareholders Are Voting On

The meeting, held online on June 4, 2026, has three main proposals:

Elect Directors: Vote to elect seven people to the Board of Directors for one-year terms.
Ratify Auditor: Vote to approve Ernst & Young LLP as the company's independent accounting firm for 2026.
Approve Executive Pay: An advisory (non-binding) vote to approve the compensation of the company's top executives, often called "Say on Pay."

👉 Why it matters: These votes let shareholders influence the company's leadership, financial oversight, and how it pays its top brass. The board recommends voting FOR all three proposals.

👥 Meet the Board Nominees

The board proposes re-electing seven directors. Here are the key people:

Mark D. Morelli (Age 62): The current CEO of Vontier. He brings direct leadership and operational experience.
Karen C. Francis (Age 63): The Independent Chair of the Board. Her background is in technology, corporate governance, and CEO roles.
Gloria R. Boyland (Age 65): Has deep experience in operations and logistics from her time at FedEx.
Robert L. Eatroff (Age 60): An expert in M&A and corporate strategy from his roles at Comcast and Morgan Stanley.
David M. Foulkes (Age 64): The CEO of Brunswick Corporation, bringing expertise in technology, innovation, and global manufacturing.
Maryrose Sylvester (Age 60): Has extensive experience transforming industrial businesses from her leadership at General Electric.
J. Darrell Thomas (Age 65): Provides strong finance, capital markets, and risk management knowledge.

👉 The board values diversity. As of the filing, 38% of directors are women, 25% are ethnically diverse, and 88% are independent (not company employees).

⚖️ Corporate Governance & Structure

Vontier highlights several strong governance practices:

Separate Chair & CEO: An independent director, Karen Francis, chairs the board, while Mark Morelli is CEO. This provides strong, independent oversight.
Risk Oversight: The Board, especially the Audit Committee, actively oversees major risks, including cybersecurity (reviewed quarterly by the Audit Committee).
Stock Ownership: Executives and directors are required to own significant company stock, aligning their interests with shareholders.
Engagement: The company reported engaging with stockholders representing ~68% of shares in 2025 to gather feedback.

💰 Executive & Director Compensation

The proxy details how top leaders are paid, focusing on a pay-for-performance model.

Named Executive Officers (NEOs) for 2025:

Mark D. Morelli (CEO): Total compensation was $10,122,955. The majority came from stock and option awards, designed to reward long-term performance.
Kathryn K. Rowen (CFO): Total compensation was $4,084,007.
Anshooman Aga (COO): Total compensation was $4,006,702.
Christopher J. Klein (EVP, General Counsel): Total compensation was $3,056,142.
Andrew D. Miller (Former CFO): Received $3,835,116 in total compensation for 2025.

Director Pay (2025): Non-employee directors receive a mix of cash and stock for their service. The total 2025 compensation for directors ranged from $297,150 to $493,435, with the higher amounts going to the Board Chair and committee chairs for their additional responsibilities.

🔍 The Auditor & Fees

Shareholders are asked to ratify Ernst & Young LLP as the auditor for 2026. For 2025, the total fees paid to Ernst & Young were $5,930,200, broken down as:

Audit Fees: $5,764,000
Audit-Related Fees: $124,000
Tax Fees: $35,000
Other Fees: $7,200

👉 The Audit Committee pre-approves all services to ensure the auditor's independence is maintained.

🧠 The Analogy

Think of this proxy statement as the annual report and election ballot for a professional sports league. Shareowners (the fans) get a detailed look at the team's management (the Board), how the star players (executives) are compensated based on performance, and who will audit the books. They then vote on whether to keep the current coaches (directors), approve the official scorekeeper (auditor), and give a thumbs-up on the players' contracts.

🧩 Final Takeaway

Vontier is holding its annual shareholder meeting to elect a diverse and experienced board, ratify its auditor, and approve executive pay. The company emphasizes strong governance with an independent board chair and active risk oversight. Shareholders are being asked to endorse the current leadership and compensation philosophy that ties pay closely to long-term company performance.

Vontier Corp — DEF 14A Filing