VONTIER CORP (VNT)
Sector: Information Technology
2026 Annual Meeting Analysis
VONTIER CORP · Meeting: June 4, 2026
Directors FOR
6
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Foulkes is the sitting CEO of Brunswick Corporation and simultaneously serves as a director of Vontier, which constitutes a second outside public board seat for a sitting CEO, triggering the policy's overboarding rule; a sitting CEO's primary duty is to their own company's shareholders, and taking on additional board responsibilities undermines that obligation.
For Analysis
Director since September 2020, no overboarding concerns (holds one other public board seat at Polestar), attendance exceeds 90%, and the 3-year TSR underperformance gap of -24.5pp versus the peer group median falls well below the 65pp trigger threshold for strong-positive absolute returns.
Director since October 2020, holds two other public board seats (UNFI and Aurora Innovation), which is within policy limits, attendance exceeds 90%, and the TSR underperformance gap does not breach the 65pp trigger threshold.
Director since March 2021, no overboarding issues (serves on no other public company boards as a director), attendance exceeds 90%, and the TSR gap of -24.5pp is well within the 65pp allowed threshold for directors at companies with strong positive absolute 3-year returns.
CEO and director since October 2020, holds one outside public board seat at Xylem Inc. which is within the one-seat limit for sitting CEOs, attendance exceeds 90%, and VNT's 3-year TSR underperformance versus the peer group median at -24.5pp does not exceed the 65pp trigger threshold applicable to companies with strong positive absolute returns.
Director since March 2021, holds three other public board seats (Harley-Davidson, Waste Management, and Flex), which is at the policy limit of three and within the anti-overboarding threshold, attendance exceeds 90%, and TSR underperformance does not breach the 65pp trigger threshold.
Director since June 2024, which is less than 24 months ago, making him fully exempt from the TSR underperformance trigger under policy; he brings relevant financial expertise as the designated audit committee financial expert, and no other disqualifying factors apply.
Six of seven director nominees receive a FOR vote. David Foulkes is voted AGAINST solely due to the overboarding rule — as sitting CEO of Brunswick Corporation, he already holds the maximum of one permitted outside public board seat. The TSR underperformance trigger does not fire for any director: VNT's 3-year absolute return of +44.9% places it in the strong-positive tier, requiring a gap of at least 65pp below the peer group median to trigger a No vote, and the actual gap is only -24.5pp. J. Darrell Thomas is exempt from the TSR trigger as a director who joined within the past 24 months.
Say on Pay
✓ FORCEO
Mark D. Morelli
Total Comp
$9,634,679
Prior Support
97.7%%
CEO total compensation of $9.6 million is reasonable for a Technology-sector company with a $5.4 billion market cap, and the prior year say-on-pay vote received overwhelming 97.7% shareholder support indicating broad approval of the pay structure. The pay mix is strongly performance-oriented — approximately 87% of CEO target pay is variable and at-risk, well above the 50-60% minimum threshold, with long-term incentives tied to multi-year operating profit margin expansion, core revenue growth, and a relative total shareholder return modifier against the S&P 500. The company also maintains a robust clawback policy compliant with NYSE and SEC requirements, no problematic practices such as excise tax gross-ups or single-trigger change-in-control vesting, and the incentive plan uses clear, pre-established financial metrics with disclosed performance outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
7 yrs
Audit Fees
$5,764,000
Non-Audit Fees
$166,200
Ernst & Young LLP has served as Vontier's auditor since 2019 (approximately 7 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees for 2025 total $166,200 (audit-related fees of $124,000 plus tax fees of $35,000 plus other fees of $7,200), which represent approximately 2.9% of audit fees of $5,764,000 — far below the 50% threshold that would trigger a No vote. EY is a Big 4 firm appropriate for a $5.4B market cap company, and no material restatements were identified.
Overall Assessment
Vontier's 2026 annual meeting presents a largely clean ballot: the auditor ratification and say-on-pay vote both warrant support, the CEO compensation program is well-structured with strong variable pay emphasis and robust governance features, and Ernst & Young's fees are well within independence thresholds after only seven years of tenure. The one exception among the seven director nominees is David Foulkes, who triggers the policy's overboarding rule because he is a sitting CEO (of Brunswick Corporation) serving on a second outside public company board, which exceeds the one-seat limit applied to sitting CEOs under this policy.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing