SEC Form DEF 14A filed by Vontier Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Vontier Corporation

(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Notice of 2025 Annual Meeting of Stockholders

Notice of 2025 Annual Meeting of Stockholders

VONTIER CORPORATION 5438 Wade Park Boulevard, Suite 600 Raleigh, North Carolina 27607

WHEN:

WHERE:

ITEMS OF BUSINESS:

DATE OF MAILING:

WHO CAN VOTE:

May 27, 2025 at 4:30 p.m. ET

Online only via live webcast

3 proposals as listed below

The date of mailing of this Proxy Statement is on or about April 11, 2025.

Stockholders of Vontier’s common stock at the close of business on April 2, 2025.

Items of Business:

	1.	To elect Mses. Karen C. Francis, Gloria R. Boyland and Maryrose Sylvester and Messrs. Robert L. Eatroff, David M. Foulkes, Christopher J. Klein, Mark D. Morelli and J. Darrell Thomas to serve as directors for a one-year term expiring at the 2026 annual meeting of stockholders and until their successors have been elected and qualified.
	2.	To ratify the selection of Ernst & Young LLP as Vontier’s independent registered public accounting firm for the year ending December 31, 2025.
	3.	To approve, on an advisory basis, Vontier’s named executive officer compensation as disclosed in this proxy statement.
	4.	To consider and act upon such other business as may properly come before the meeting or any adjournment thereof.

Most stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card or voting instruction form. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 27, 2025:

We are pleased to take advantage of the U.S. Securities and Exchange Commission rules that allow us to furnish these proxy materials and our Annual Report to Stockholders, including financial statements, via the Internet. On or about April 11, 2025, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report to Stockholders and how to vote. We believe that posting these materials on the Internet enables us to provide stockholders with the information they need to vote more quickly, while lowering the cost and reducing the environmental impact of printing and delivering annual meeting materials. The Notice of Internet Availability, Notice of Annual Meeting, Proxy Statement and the Annual Report are available at: www.proxyvote.com.

By Order of the Board of Directors,

Courtney S. Kamlet

Corporate Secretary

April 11, 2025

2025 PROXY STATEMENT

Table of Contents

Table of Contents

Proxy Statement Summary

1

Proxy Statement Summary

To assist you in reviewing the proposals to be acted upon at our 2025 Annual Meeting, below is a summary of information regarding the meeting contained elsewhere in this Proxy Statement. The following description is only a summary. For more information about these topics, please review the complete Proxy Statement.

2025 Annual Meeting of Stockholders

		DATE AND TIME:		May 27, 2025 at 4:30 p.m. ET
		PLACE:		www.virtualshareholdermeeting.com/VNT2025
		RECORD DATE:		April 2, 2025
		VOTING:		Stockholders of Vontier's common stock at the close of business on April 2, 2025 are entitled to one vote per share of common stock on each matter to be voted upon at the 2025 Annual Meeting of Stockholders ("2025 Annual Meeting")

Items of Business

2

2025 PROXY STATEMENT

Proxy Statement Summary

Corporate Governance Highlights

Our Board of Directors (the “Board”) recognizes that enhancing and protecting long-term value for our stockholders requires a robust framework of corporate governance that serves the best interests of all our stockholders.

Recent governance actions:

Revised the Corporate Governance Guidelines to expressly denote that all directors are committed to continuing education

Additional highlights of our corporate governance framework:

	We have documented and executed our commitment to Board diversity in our Corporate Governance Guidelines and our Nominating and Governance Committee Charter		We have an Environmental, Social and Governance (“ESG”) program, and the Nominating and Governance Committee coordinates the Company’s Board committees’ oversight of ESG matters
	Our Audit Committee Charter includes oversight of our cybersecurity with quarterly review by the Audit Committee of our cybersecurity planning, monitoring, risk management, remediation, and controls and full Board review annually		We have stock ownership requirements for non-CEO executive officers at a multiple of three times base salary and for CEO and directors at a multiple of five times base salary and annual cash retainer, respectively; unvested performance stock units do not count towards the stock ownership requirements
	Our Chair and CEO positions are separate, with an independent Chair		We maintain a majority vote requirement for the election of directors in uncontested elections
	We have an anti-overboarding policy that limits the number of boards of other public companies on which our directors may serve to three		We have no shareholder rights plan

Proxy Statement Summary

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Stockholder Engagement

In 2024, the Company continued its stockholder engagement program, because we believe stockholder engagement is one aspect of maintaining good corporate governance as well as transparency with regard to executive compensation matters. Our stockholder engagement program provides a mechanism to discuss issues of importance to stockholders that affect our business. During the last twelve months, we conducted outreach to stockholders that represent approximately 67% of our outstanding shares of Common Stock. We have duly considered the input from the stockholder outreach and incorporated suggestions as appropriate.

Compensation Governance Highlights

	Implement Core Executive Compensation Principles Designed to Promote Alignment with the Interest of Stockholders
	Performance Measures Aligned with Business Objectives
	Pay for Performance
	Maintain Stock Ownership Requirements
	Maintain a Compensation Recoupment Policy
	Maintain Market Competitive Vesting Schedules for Equity Awards
	Require Minimum Vesting Schedule under our Equity Plan
	Annual Compensation Risk Assessment
	Engage an Independent Compensation Consultant
	Limit Perquisites
	Incorporate Long-Term Performance-Based Equity Awards for Executive Officers

	No Excise Tax Gross-Ups
	No “Single-Trigger” Change-in-Control Severance Benefits or Change-in-Control Equity Vesting
	No Pledging of our Common Stock by Executive Officers
	No Hedging Transactions by Executive Officers
	No Evergreen Provision in Stock Incentive Plan
	No Repricing of Stock Options
	No Liberal Share Recycling under Stock Incentive Plan
	No Liberal Definition of Change-in-Control
	No Defined Benefit Plans for Executive Officers

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2025 PROXY STATEMENT

Proxy Statement

Proxy Statement

2025 Annual Meeting of Stockholders

May 27, 2025

This Proxy Statement is furnished in connection with the solicitation by the Board of Vontier Corporation, a Delaware Corporation (“Vontier” or the “Company”), of proxies for use at the Annual Meeting to be held on May 27, 2025 at 4:30 p.m. ET, and at any and all postponements or adjournments thereof. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/VNT2025 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card (the “Proxy Card”) or on the instructions that accompanied your proxy materials.

Purpose of the Annual Meeting

	1.	To elect Mses. Karen C. Francis, Gloria R. Boyland and Maryrose Sylvester and Messrs. Robert L. Eatroff, David M. Foulkes, Christopher J. Klein, Mark D. Morelli and J. Darrell Thomas to serve as directors for a one-year term expiring at the 2026 annual meeting of stockholders and until their successors have been elected and qualified.
	2.	To ratify the selection of Ernst & Young LLP as Vontier’s independent registered public accounting firm for the year ending December 31, 2025.
	3.	To approve, on an advisory basis, Vontier’s named executive officer compensation as disclosed in this proxy statement.
	4.	To consider and act upon such other business as may properly come before the meeting or any adjournment thereof.

Who Can Attend the Annual Meeting

The Annual Meeting will be held entirely online to allow for greater participation. You may attend the Annual Meeting online only if you are a Vontier stockholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the Annual Meeting. You may attend and participate in the Annual Meeting by visiting the following website www.virtualshareholdermeeting.com/VNT2025. To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your Proxy Card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through your bank or broker. The meeting webcast will begin promptly at 4:30 p.m. ET. We encourage you to access the meeting prior to the start time. Online check-in will begin at 4:20 p.m. ET, and you should allow ample time for the check-in procedures.

Asking Questions. Stockholders have multiple opportunities to submit questions to Vontier for the Annual Meeting. Stockholders who wish to submit a question in advance may do so at www.proxyvote.com. Our virtual meeting will be governed by our rules of conduct and procedures that will be posted on the virtual meeting website. Stockholders also may submit questions during the meeting. Stockholders can also access copies of the proxy statement and annual report at our annual meeting website.

Technical Issues. If any Stockholder is having technical difficulties joining the Annual Meeting, the technical support numbers will be located on the login page of www.virtualshareholdermeeting.com/VNT2025.

Outstanding Stock and Voting Rights

In accordance with Vontier’s Amended and Restated Bylaws, the Board has fixed the close of business on April 2, 2025 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only stockholders of record at the close of business on that date will be entitled to vote. The only outstanding securities of Vontier entitled to vote at the Annual Meeting are shares of common stock, $0.0001 par value (“Common Stock”). Each outstanding share of Common Stock entitles the holder to one vote on each directorship and other matters brought before the Annual Meeting. As of the close of business on April 2, 2025, 148,320,144 shares of Common Stock were outstanding, excluding shares held by or for the account of Vontier.

Proxy Statement

5

Solicitation of Proxies

We bear the expense of soliciting proxies. Our directors, officers, or employees may also solicit proxies personally or by telephone, e-mail, facsimile, or other means of communication. We do not intend to pay additional compensation for doing so. In addition, we have engaged Okapi Partners LLC (“Okapi Partners”) to assist in the solicitation of proxies for the Annual Meeting and we estimate we will pay Okapi Partners a fee of approximately $16,000. We have also agreed to reimburse Okapi Partners for reasonable administrative and out-of-pocket expenses incurred in connection with the proxy solicitation and indemnify Okapi Partners against certain losses, costs and expenses. Additionally, we will reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries representing beneficial owners of our Common Stock, for their expenses in forwarding soliciting materials to those beneficial owners.

Proxy Instructions

Proxies will be voted as specified in the proxy.

If you sign and submit your Proxy Card with no further instructions, your shares will be voted:

	FOR the election of each of Mses. Karen C. Francis Gloria, R. Boyland and Maryrose Sylvester and Messrs. Robert L. Eatroff, David M. Foulkes, Christopher J. Klein, Mark D. Morelli and J. Darrell Thomas to serve as directors, until the 2026 annual meeting;
	FOR ratification of the selection of Ernst & Young LLP as Vontier’s independent registered public accounting firm for the year ending December 31, 2025;
	FOR approval, on an advisory basis, of the Company’s named executive officer compensation as disclosed in this proxy statement; and
	In the discretion of the proxy holders on any other matter that properly comes before the meeting or any adjournment thereof. The Board has selected Kathryn K. Rowen and Courtney S. Kamlet to act as proxies with full power of substitution.

Notice of Electronic Availability of Proxy Materials

As permitted by the U.S. Securities and Exchange Commission (“SEC”) rules, we are making the proxy materials available to our stockholders primarily via the Internet. By doing so, we can reduce the printing and delivery costs and the environmental impact of the Annual Meeting. On or about April 11, 2025, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. The Notice contains instructions on how to access our proxy materials and how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice.

Voting Requirements With Respect to Each of the Proposals Described in this Proxy Statement

Quorum. The quorum necessary to conduct business at the Annual Meeting consists of a majority in the voting power of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting as of the record date, present in person or represented by proxy. Abstentions and broker non-votes will be counted as present in determining whether the quorum requirement is satisfied.

Broker Non-Votes. Under New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name and does not receive voting instructions from you, your broker has discretion to vote those shares on Proposal 2, which is considered a “routine” matter. However, on “non-routine” matters such as Proposals 1 and 3, your broker must receive voting instructions from you, as it does not have discretionary voting power for these particular items. Therefore, if you are a beneficial owner and do not provide your broker with voting instructions, your shares may constitute broker non-votes with respect to Proposals 1 and 3. Broker non-votes will not affect the required vote with respect to Proposals 1 and 3.

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2025 PROXY STATEMENT

Proxy Statement

Approval Requirements. If a quorum is present, the vote required under the Company’s Amended and Restated Bylaws and the Amended and Restated Certificate of Incorporation to approve each of the proposals is as follows:

Tabulation of Votes. Our inspector of election, Broadridge Financial Services, will tabulate votes cast by proxy or in person at the meeting. We will report the results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

Voting Methods

If your shares of Common Stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the registered holder of those shares. As the registered stockholder, you can ensure your shares of Common Stock are voted at the Annual Meeting by submitting your instructions by telephone, over the Internet, by completing, signing, dating and returning the enclosed Proxy Card in the envelope provided, or by attending the Annual Meeting and voting your shares of Common Stock at the meeting. Telephone and Internet voting for registered stockholders will be available 24 hours a day, up until 11:59 p.m., ET on May 26, 2025.

As a registered stockholder, you may vote by proxy in any one of the following ways:

To participate in the Annual Meeting, including to vote via the Internet or telephone, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your Proxy Card, or on the instructions that accompanied your proxy materials. Voting via the Internet or telephone must be completed by 11:59 p.m. ET on May 26, 2025. If you submit or return a Proxy Card without giving specific voting instructions, your shares will be voted as recommended by the Board, as permitted by law.

If your shares of Common Stock are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of the shares. In that case, you will receive instructions on how to vote from your broker, bank or nominee. You must follow their instructions in order for your shares of Common Stock to be voted. Telephone and Internet voting may be offered to stockholders owning shares of Common Stock through certain banks and brokers. If your shares of Common Stock are not in your own name and you would like to vote your shares electronically at the Annual Meeting, you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join the Annual Meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of stockholders as of the Record Date.

Proxy Statement

7

If you hold your shares of Common Stock through a broker, bank or nominee, rather than registered directly in your name, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you by your broker, bank or nominee, together with a voting instruction form. As the beneficial owner, you are entitled to direct the voting of your shares of Common Stock by your intermediary. Brokers, banks and nominees typically offer telephonic or electronic means by which the beneficial owners of shares held by them can submit voting instructions, in addition to the traditional mailed voting instruction forms.

If you participate in the Vontier Stock Fund through either of the Savings Plans, your proxy will also serve as a voting instruction for Fidelity Management Trust Company (“Fidelity”), the trustee of the Savings Plans, with respect to shares of Common Stock attributable to your Savings Plan account as of the record date. Fidelity will vote the shares of Common Stock attributable to your Savings Plan as of the record date in the manner directed by you. If Fidelity does not receive voting instructions from you by May 21, 2025, Fidelity will not vote the shares of Common Stock attributable to your Savings Plan on any of the proposals brought at the Annual Meeting.

Changing Your Vote

Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by filing, with the Secretary of Vontier, a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by attending the meeting virtually and voting. Please note, however, that if your shares of Common Stock are held of record by a broker, bank or nominee and you wish to revoke your proxy or vote at the virtual meeting, you must follow the instructions provided to you by the record holder and/or obtain from the record holder a proxy issued in your name. Attendance at the meeting will not, by itself, revoke a proxy.

Householding

We are permitted by the SEC to send a single copy of our Notice of Internet Availability and, if you requested printed versions by mail, the set of our proxy statement and annual report to stockholders who share the same last name and address. This procedure is called “householding” and is intended to reduce our printing and postage costs. We will promptly deliver a separate copy of our Notice of Internet Availability and, if you requested printed versions by mail, our annual report and proxy statement to you if you contact us at Vontier Corporation, Attn: Investor Relations, 5438 Wade Park Boulevard, Suite 600, Raleigh, North Carolina 27607; telephone us at (984) 275-6000; or email us at [email protected]. In addition, if you want to receive separate copies of the proxy statement or annual report in the future; if you and another shareholder sharing an address are receiving more than one copy of the proxy materials and would like to request delivery of a single copy of the proxy statement or annual report at such address in the future; or if you would like to make a permanent election to receive either printed or electronic copies of the proxy materials and annual report in the future, you may contact us at the same address, telephone number or email address. If you hold your shares of Common Stock through a broker or other intermediary and would like additional copies of our proxy statement or annual report or would like to request householding, please contact your broker or other intermediary.

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2025 PROXY STATEMENT

Beneficial Ownership of Common Stock by Directors, Officers and Principal Stockholders

Beneficial Ownership of Common Stock by
Directors, Officers and Principal Stockholders

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of April 2, 2025, unless otherwise noted below, for the following:

Beneficial ownership is determined in accordance with the rules of the SEC, based on factors including voting and investment power with respect to shares. Common Stock subject to stock options currently exercisable, or exercisable within 60 days after April 2, 2025, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those stock options, but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, the address for each listed stockholder is c/o Vontier Corporation, 5438 Wade Park Boulevard, Suite 600, Raleigh, North Carolina 27607. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

Beneficial Ownership of Common Stock by Directors, Officers and Principal Stockholders

9

* Represents less than 1% of the outstanding Common Stock.

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2025 PROXY STATEMENT

Proposal 1. Election of Directors

Proposal 1. Election of Directors

Declassification of the Board

At the 2022 Annual Meeting of Stockholders, the stockholders approved a proposal from our Board to amend our Certificate of Incorporation to declassify the Board and to provide, starting with the 2023 Annual Meeting of Stockholders, for the election of directors to one-year terms. As a result, our Board is declassified and beginning with this Annual Meeting of Stockholders, the entire Board will be elected annually.

Election of Directors

At the Annual Meeting, stockholders will be asked to elect each of the director nominees identified below (each of whom has been recommended by the Nominating and Governance Committee and nominated by the Board) to serve a one-year term until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented by the proxy for the election as directors of the persons whose names and biographies appear below, each of whom is currently a director and each of whom has consented to be named in this Proxy Statement and to serve if elected. In the event that any nominee is unable to serve or for good cause will not serve as a director at the time of the meeting, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. We do not expect that any nominee will be unable or will subsequently decline to serve as a director. If you are a beneficial owner of shares of Common Stock held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors. Therefore, it is important that you vote.

The name of and certain information regarding each director nominee is set forth below, together with information regarding our directors remaining in office. This information is based on data furnished to us by the nominees and directors. There is no family relationship between any director, executive officer or person nominated to become a director or executive officer. The business address for each nominee and director for matters regarding the Company is 5438 Wade Park Boulevard, Suite 600, Raleigh, North Carolina 27607.

Our directors are comprised of current directors with diverse skills, background, and experience, which the Board believes contributes to the effective oversight of the Company. The average board tenure is approximately four years.

Proposal 1. Election of Directors

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Attributes, Skills, Qualification and Diversity of Directors

Our directors have diverse attributes, skills and qualifications, which the Board believes contributes to effective oversight of the Company, including breadth of experience in mergers and acquisitions, being a key executive driver of turnarounds, significant public board service, operational experience in large, global organizations and risk management experience. While our directors are strong across each of these dimensions, the following matrix highlights the top seven attributes, skills and qualifications of each director that is relevant to the Company and their service on the Board.

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2025 PROXY STATEMENT

Proposal 1. Election of Directors

Director Nominees—

For Terms Expiring at this Annual Meeting

Corporate Governance

17

Corporate Governance

Corporate Governance Guidelines, Committee Charters and Code of Conduct

As part of its ongoing commitment to good corporate governance, Vontier’s Board has adopted Corporate Governance Guidelines setting forth the Board’s corporate governance practices and adopted written charters for each of the Audit Committee, the Compensation and Management Development Committee and the Nominating and Governance Committee. The Board has also adopted our Code of Conduct that includes, among others, a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation and Management Development Committee Charter, Nominating and Governance Committee Charter, and Code of Conduct referenced above are each available in the “Investors – Governance” section of our website at www.vontier.com.

Board Leadership Structure, Risk Oversight and Management Succession Planning

Board Leadership Structure

The Board has separated the positions of Chair and CEO because it believes that the separation of the positions best enables the Board to work to ensure that our businesses, risks, opportunities and affairs are managed effectively and in the best interests of our stockholders.

Our Board has selected Karen C. Francis, an independent director, as its Chair, in light of Ms. Francis’ independence and her deep experience and knowledge with corporate governance, board management, stockholder engagement and risk management as well as her experience with Vontier’s diverse businesses and industries.

As the independent Chair of the Board, Ms. Francis leads the activities of the Board, including:

In the event that the Chair of the Board is not an independent director, the Corporate Governance Guidelines provide that the independent directors, upon recommendation from the Nominating and Governance Committee, will select, by majority vote, an independent director to serve as the Lead Independent Director with the authority to:

The Board’s non-management directors meet in executive session following the Board’s regularly-scheduled meetings, with the executive sessions chaired by the independent Chair. In addition, the independent directors meet as a group in executive session at least once a year.

Risk Oversight

The Board’s role in risk oversight at the Company is consistent with the Company’s leadership structure, with management having day-to-day responsibility for assessing and managing the Company’s risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company.

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2025 PROXY STATEMENT

Corporate Governance

In determining to separate the position of the CEO and the Chair, and in determining the appointment of the Chair of the Board and the Chairs of the committees of the Board, the Board and the Nominating and Governance Committee considered the implementation of a governance structure and appointment of chairpersons with appropriate and relevant risk management experience that would enable Vontier to efficiently and effectively assess and oversee its risks.

Risk Oversight by the Board of Directors

While risk is an inherent part of conducting global operations, we manage the risks relevant to our businesses through robust programs, including training, third-party expertise, Enterprise Risk Management (ERM), and our Risk Assessment Process (RAP). Through the RAP, we identify and assess transitional and physical risks at a business level, evaluating the likelihood and potential impact of a risk universe encompassing finance, human capital, operations, information technology, legal and regulatory compliance, and strategy. Sustainability risks, including climate risks, are embedded throughout the risk universe as part of the RAP. Additional areas of assessment include market, acute and chronic physical and socio-political as well as geo-political risks. Each risk is individually analyzed from both inherent and residual perspectives, considering existing controls and mitigation processes in place. Potential impacts for each risk are assessed from financial, operational, reputational, legal, and human perspectives. The businesses leverage the results from the assessment process to determine the appropriate risk approach, including identification and implementation of efforts to further mitigate key risks. Ownership and timelines are established and progress on mitigation projects is monitored and regularly reported to leadership as part of the RAP. There is strong engagement in risk management from company leadership, including the CEO, executives, and senior leaders. This ERM program is driven by Vontier’s Executive Risk Committee, which is led by the SVP, Chief Administrative Officer and includes business and functional leaders. Our Audit Committee oversees the ERM program, and the Board of Directors have regular updates on topics that are identified through the RAP and overall risk management process.

Risk Oversight by the Committees

Through the Audit Committee, the Board oversees the Company’s enterprise risk management process and policies. At least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews in depth with senior leaders of the Company the Company’s enterprise risk management, including climate risk. Each committee reports to the full Board on a regular basis, including as appropriate, with respect to the committee’s risk oversight activities. In addition, since risk issues often overlap, committees from time to time request that the full Board discuss particular risks.

Corporate Governance

19

Cybersecurity

The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to the Company’s cybersecurity risk management and risk controls. Consistent with such delegation, our Chief Information Officer provides multiple updates each year to the Audit Committee, and the Audit Committee and management regularly report to the Boards, regarding the Company’s cybersecurity program, including the Company’s monitoring, auditing, implementation and communication processes, controls, and procedures. The incident response and escalation procedures are tested through our tabletop exercises, on at least an annual basis. Although, as of the date of this proxy statement, there have been no cybersecurity breaches nor cybersecurity incidents that have had a material financial impact, our Chief Information Officer reviews with the Audit Committee the results of any notable incidents or attempted breaches on a regular basis.

Enterprise Risk Committee

The Company’s Enterprise Risk Committee (consisting of members of senior management) inventories, assesses and prioritizes the most significant risks facing the Company as well as related mitigation efforts, and, on at least an annual basis, provides a report to the Board and provides a report of the process to the Audit Committee.

Board Evaluation

On an annual basis, the Nominating and Governance Committee reviews and assesses, with input from the various other committees, the process for the annual self-assessment of the full Board and each of the committees of the Board. The process assessment takes into account the feedback from the directors on the effectiveness of the prior self-assessment process and incremental perspective and expertise a new director may bring. The following describes the self-assessment process implemented and conducted by the Board and the committees of the Board in 2024.

The Nominating and Governance Committee, with input from the Board, identified the most critical topics, including composition, culture, experience, responsibilities and process, for the annual assessment of the performance of the Board and the respective committees. Based on such topics, the director completed online self-assessment questionnaires, with the questionnaires designed to solicit both quantitative and qualitative responses for the questions. The Corporate Secretary consolidated the quantitative and qualitative assessment results without attribution to any individual director and discussed the results with the Nominating and Governance Committee Chair. The Board Chair and Nominating and Governance Committee Chair conducted interviews with each of the committee chairs and the Nominating and Governance Committee Chair conducted interviews with those directors that did serve as committee chairs. The Board Chair and Nominating and Governance Committee chair review with the full-Board the results of the annual self-assessment, including the results of the online self-assessment questionnaire results.

Management Succession Planning

The entire Board oversees the recruitment, development, and retention of our executive officers, including oversight of management succession planning. The Board and its committee members engage and assess our executive officers and high- potential employees during management presentations and periodic informal meetings.

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2025 PROXY STATEMENT

Corporate Governance

Board of Directors and Committees of the Board

Director Attendance

In 2024, the Board met six times and acted by unanimous written consent seven times. All directors attended more than 90% of the aggregate of the total number of meetings of the Board and of all committees of the Board on which they served during 2024. As a general matter, directors are expected to attend annual meetings of stockholders.

Committee Membership

The membership of each of the Audit, Compensation and Management Development and Nominating and Governance committees as of April 11, 2025 is set forth below.

Audit Committee

The members of the Audit Committee are Ms. Boyland and Messrs. Miller, Eatroff, Gafinowitz and Thomas. Mr. Miller serves as chair of the Audit Committee. The Board has determined that Messrs. Miller and Thomas are each an “audit committee financial expert” for purposes of the rules of the SEC. In addition, the Board has determined that Ms. Boyland and Messrs. Miller, Eatroff Gafinowitz and Thomas are independent, as defined by the rules of the NYSE and Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Audit Committee typically meets in executive session, without the presence of management, at each regularly scheduled meeting, and reports to the Board on its actions and recommendations at each regularly scheduled Board meeting. In 2024, the Audit Committee met seven times. The Audit Committee is responsible for assisting the Board in:

Corporate Governance

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Furthermore, as of the date of this proxy statement, no Audit Committee member serves on the audit committee of more than three public companies.

Compensation and Management Development Committee

The members of the Compensation and Management Development Committee are Ms. Sylvester and Messrs. Foulkes, Klein and Miller. Mr. Klein serves as the Chair of the Compensation and Management Development Committee. The Board has determined that Ms. Sylvester and Messrs. Foulkes, Klein and Miller are independent, as defined by the rules of the NYSE and Rule 10C-1 under the Exchange Act. Each member of the Compensation and Management Development Committee is a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act. The Compensation and Management Development Committee met five times in 2024 and acted by unanimous written consent five times. The Compensation and Management Development Committee discharges the Board’s responsibilities relating to the compensation of our executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, our executive officers. The Compensation and Management Development Committee is also responsible for:

Compensation Committee Interlocks and Insider Participation

During 2024, none of the members of the Compensation and Management Development Committee was an officer or employee of Vontier. No executive officer of Vontier served on the Compensation and Management Development Committee (or other board committee performing equivalent functions) or on the board of directors of any entity having an executive officer who served on the Compensation and Management Development Committee.

Nominating and Governance Committee

The members of the Nominating and Governance Committee are Mses. Boyland, Francis and Sylvester and Mr. Foulkes. Ms. Boyland serves as the Chair of the Nominating and Governance Committee. The Board has determined that Mses. Boyland, Francis and Sylvester and Mr. Foulkes are independent, as defined by the rules of the NYSE. The Nominating and Governance Committee met three times in 2024 and acted by unanimous written consent two times. The Nominating and Governance Committee is responsible for:

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2025 PROXY STATEMENT

Corporate Governance

Capital Deployment Advisory Group

In 2021, the Board formed a Capital Deployment Advisory Group (“CDAG”) to aid the Board in discharging its responsibilities relating to oversight of the Company’s financial affairs but it is not a standing Board committee. The CDAG chair is Bob Eatroff and the members are: Karen Francis, Martin Gafinowitz, Chris Klein, Mark Morelli and Darrell Thomas.

Director Nomination Process

The Nominating and Governance Committee recommends to the Board director candidates for nomination and election at the annual meeting of stockholders and, in the event of vacancies between annual meetings of stockholders, for appointment to fill such vacancies.

Board Membership Criteria

In assessing the candidates for recommendation to the Board as director nominees, the Nominating and Governance Committee will evaluate such candidates against the standards and qualifications set out in our Corporate Governance Guidelines, including:

Corporate Governance

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Stockholder Recommendations

Stockholders may recommend to the Nominating and Governance Committee a prospective nominee for the Board. A stockholder who wishes to recommend a prospective nominee for the Board should notify the Nominating and Governance Committee in writing using the procedures described below under “—Communications with the Board of Directors” with whatever supporting material the stockholder considers appropriate. If a prospective nominee has been identified other than in connection with a director search process initiated by the Nominating and Governance Committee, the Nominating and Governance Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. The Nominating and Governance Committee’s determination of whether to conduct a full evaluation is based primarily on the Nominating and Governance Committee’s view as to whether a new or additional Board member is necessary or appropriate at such time, and the likelihood that the prospective nominee can satisfy the evaluation factors described above under “—Board Membership Criteria” and any such other factors as the Nominating and Governance Committee may deem appropriate. The Nominating and Governance Committee takes into account whatever information is provided to it with the recommendation of the prospective candidate and any additional inquiries the Nominating and Governance Committee may in its discretion conduct or have conducted with respect to such prospective nominee. The Nominating and Governance Committee evaluates director nominees in the same manner whether a stockholder or the Board has recommended the candidate.

Majority Voting for Directors

At any meeting of stockholders for which Vontier’s Corporate Secretary receives a notice that a stockholder has nominated a person for election to the Board in compliance with our Amended and Restated Bylaws and Rule 14a-19 of the Exchange Act and such nomination has not been withdrawn on or before the tenth day before we first mail our notice of meeting to our stockholders, the directors will be elected by a plurality of the votes cast (which means that the nominees who receive the most affirmative votes would be elected to serve as directors).

Communications with the Board of Directors

Stockholders and other parties interested in communicating directly with the Board or with individual directors, the independent Chair of the Board or, if the Chair is not independent, the Lead Independent Director, or the non-management directors as a group may do so by addressing communications to the Board, to the specified individual director or to the non-management directors, as applicable, c/o Corporate Secretary, Vontier Corporation, 5438 Wade Park Boulevard, Suite 600, Raleigh, North Carolina 27607.

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2025 PROXY STATEMENT

Corporate Governance

Environmental, Social and Governance

Environmental, Social and Governance (“ESG”) Overview

We believe that the best way to meet sustainability challenges is to empower people to be their best. This ESG framework and philosophy prioritizes our employees first. By focusing on our employees’ safety and well-being, sense of belonging and purpose, and growth, we create a Better Team, which will cultivate a collaborative environment. A Better Team creates more innovative products and services to accelerate the decarbonization of transportation and Better Innovations. A Better Team finds ways to reduce our impact on the environment, and encourages our partners to do the same, to create a Better Planet. A Better Team is an active partner and support of communities in which we operate and actively engage in creating a Better Society.

We are a signatory to the United Nations (“UN”) Global Compact and it is our intent to advance the broader goals of the UN, including the Sustainable Development Goals (“SDGs”). We prioritized the following five SDGs where we think we can make the most impact and reflect our desire to lead and solve problems on a global scale.

Corporate Governance

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ESG Oversight

		The Board has oversight of our ESG program, including our climate-related risks and opportunities. The Nominating and Governance Committee coordinates the Company’s Board committees’ oversight of respective ESG matters and oversees ESG disclosure, including climate-related disclosure. The SVP, Chief Administrative Officer and VP, Chief Governance and Compliance Officer provide frequent reports and updates to the Nominating and Governance Committee, and a report to the Board on an annual basis or more regularly as needed, regarding the Company’s sustainability program and strategies, including the corresponding risks and opportunities, climate-related goals and strategies, progress, stockholder engagement and disclosure.
		We have an ESG Executive Council consisting of the entire senior leadership team that oversees ESG at the management level and ensures alignment with Vontier’s strategy and long-term vision.
		We have an ESG Advisory Team that consists of cross-functional and cross- business workstream owners in areas like risk management (including climate risk), cyber, environmental, health, safety and security, employee benefits, and governance.

Disclosure and Transparency

In our 2024 Sustainability Report, we published our first Communication on Progress, to share our progress on the ten principles of the UN Global Compact. We prepare our annual Sustainability Report in accordance with leading ESG frameworks, including the Global Reporting Initiative and Sustainability Accounting Standards Board. We also disclose our Scope 1 and 2 greenhouse gas (“GHG”) emissions management strategy, governance, targets and progress via the annual CDP Climate Change questionnaire.

Better Team Overview

Keeping our people safe and healthy is a priority. We hold ourselves to high standards of environmental stewardship and continuously look for ways to raise the bar.

Environmental Health, Safety and Security (“EHS&S”)

EHS&S is overseen by our Vice President of Global EHS&S, who collaborates with leaders from each business to address the unique operational and geographic challenges present in our diverse portfolio. Our organization features an EHS&S Leadership Council, consisting of accomplished EHS&S leaders from various businesses. This council is responsible for both utilizing and refining VBS tools and processes specifically tailored to EHS&S, ensuring their effective implementation throughout the entire organization.

We evaluate the effectiveness of our health and safety program through the use of various performance indicators. Lagging indicators such as the Total Recordable Injury Rate (“TRIR”) per 200,000 hours worked and the Days Away, Restricted, Transferred (“DART”) case rate are commonly employed along with a number of leading indicators. Our organization is fully committed to reducing the TRIR to 0.34 and DART to 0.28 by the end of 2026. As of December 31, 2024, we have successfully achieved a 14% reduction year-over-year in TRIR to 0.31 and a 10% increase in DART to 0.23 year-over-year.

Furthermore, we have set ambitious goals to obtain ISO 14001 Environmental Management System and ISO 45001 Occupational Health and Safety certifications for all our manufacturing sites by 2026. It is worth noting that each of our reporting geographies currently has manufacturing sites that are certified under ISO 14001 and ISO 45001. As of December 31, 2024, we have achieved ISO 45001 certification for 78% of our sites.

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2025 PROXY STATEMENT

Corporate Governance

Better Planet

We have the unique opportunity to develop and deliver smart, sustainable mobility solutions that help our customers and their customers to reduce emissions, respond to climate change and improve their environmental footprints.

We use VBS, in the form of energy kaizens, to evaluate equipment life cycles and production processes to identify energy inefficiencies and environmental impact.

In 2021, we committed to reducing our absolute Scope 1 and 2 GHG emissions by 45% by 2030, from our 2020 base year, and to achieving Net Zero by 2050. We have the unique opportunity to develop and deliver smart, sustainable mobility solutions that help our customers, and their customers, reduce emissions and their environmental footprints. Our 2024 progress includes approximately 40% reduction in absolute Scope 1 and 2 GHG emissions from our 2020 base year.

We have also published our goal of reducing our absolute Scope 3 GHG emissions by 25% by 2030, from our 2020 base year. Our 2030 Scope 1, 2 and 3 GHG reduction goals were validated by the Science Based Targets initiative (“SBTi”), which is a reflection of the rigor and maturity of our ESG program.

As of December 31, 2024, we have achieved ISO 14001 certification for 100% of our sites.

Certain Relationships and Related Transactions

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Certain Relationships and Related Transactions

Policy

Under our Related Person Transactions Policy adopted by the Board, the Nominating and Governance Committee of the Board is required to review and, if appropriate, approve all related person transactions prior to consummation whenever practicable. If advance approval of a related person transaction is not practicable under the circumstances or if our management becomes aware of a related person transaction that has not been previously approved or ratified, the transaction is submitted to the Nominating and Governance Committee at its next meeting. The Nominating and Governance Committee is required to review and consider all relevant information available to it about each related person transaction, and a transaction is considered approved or ratified under the policy if the Nominating and Governance Committee authorizes it according to the terms of the policy after full disclosure of the related person’s interests in the transaction. Related person transactions of an ongoing nature are reviewed annually by the Nominating and Governance Committee. The definition of “related person transactions” for purposes of the policy covers the transactions that are required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act.

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2025 PROXY STATEMENT

Director Compensation

Director Compensation

The general policy of our Board is that compensation for non-employee directors should be competitive with similarly situated companies and should be comprised of a mix of cash and equity. Our Compensation and Management Development Committee reviews market data every other year prepared by the independent compensation consultant regarding comparable director compensation programs.

Since we became public, with the exception of adding annual retainers for the chair and non-employee, non-chair members of the Capital Deployment Advisory Group in December 2022, our non-employee director compensation (annual cash retainers and equity awards) has not changed.

Summary of Director Compensation

Pursuant to our non-employee director compensation policy, each of our non-employee directors will receive the following compensation:

In addition to the foregoing amounts:

As described above, pursuant to our Non-Employee Directors’ Deferred Compensation Plan, each non-employee director may make an election during the prior year (subject to certain exceptions for newly appointed directors) to receive his or her annual retainer, including the base annual retainer payable to all non-employee directors, the additional annual retainer payable to the Board chair, and the additional annual retainers payable to the committee chairs and non-chair members, in the form of:

Director Compensation

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Director Compensation Table

The table below summarizes the compensation earned or paid to the non-employee directors for the year ended December 31, 2024. Mr. Morelli is a member of the Board but does not receive any additional compensation for services provided as a director.

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2025 PROXY STATEMENT

Proposal 2. Ratification of Independent Registered Public Accounting Firm

Proposal 2. Ratification of Independent Registered Public Accounting Firm

The Audit Committee on behalf of the Company has selected Ernst & Young LLP, an international accounting firm of independent certified public accountants, to act as the independent registered public accounting firm for the Company and its consolidated subsidiaries for the year ending December 31, 2025. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. Although stockholder approval of the selection of Ernst & Young LLP is not required, the Board believes that it is advisable to give our stockholders an opportunity to ratify this selection. If this proposal is not approved by our stockholders, the Audit Committee will reconsider its selection of Ernst & Young LLP. Even if the selection of Ernst & Young LLP is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Fees Paid to Independent Registered Public Accounting Firm

Aggregate fees for professional services rendered by our independent registered public accounting firm, Ernst & Young LLP, for 2023 and 2024 are set forth in the table below.

Proposal 2. Ratification of Independent Registered Public Accounting Firm

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Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditors

Under its charter, the Audit Committee must pre-approve all auditing services and permitted non-audit services to be performed for the Company and its consolidated subsidiaries by our independent registered public accounting firm. To assure that the audit and non-audit services performed by the independent registered public accounting firm do not impair its independence, the Audit Committee establishes on an annual basis the Pre-Approval Policy of the Audit Committee (the “Policy”). The Policy outlines the scope of services that Ernst & Young LLP may provide to the Company. The Policy sets forth guidelines and procedures the Company must follow when retaining Ernst & Young LLP to perform audit, audit-related, tax and other services. The Policy also specifies certain non-audit services that may not be performed by Ernst & Young LLP under any circumstances. Pursuant to the Policy, the Audit Committee approves services to be provided by Ernst & Young LLP and fee thresholds within each of the service categories, and services within these thresholds are deemed pre-approved. Additional services and fees materially exceeding those thresholds require further pre-approval. Requests for specific pre-approvals may be considered by the full Audit Committee. In addition, the Audit Committee has delegated to the Chair the authority to grant specific pre-approvals. Any such pre-approvals are reported to the full Audit Committee at its next meeting. The Policy is evaluated and updated annually by the Audit Committee.

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2025 PROXY STATEMENT

Audit Committee Report

Audit Committee Report

This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing by Vontier Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Vontier Corporation specifically incorporates this report by reference therein.

The Audit Committee has been appointed by the Board of Directors to assist the Board of Directors in the oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the qualifications and independence of the Company’s independent auditor, and (iv) the performance of the Company’s internal audit function and independent auditors. In addition, the Audit Committee reviews with management the Company’s risk assessment process and risk management policies. Furthermore, within the scope of its compliance oversight responsibilities, the Audit Committee reviews with management the Company’s major cybersecurity risk exposures and the steps management has taken to monitor and mitigate such exposures.

Each member of the Audit Committee meets the criteria for independence applicable to audit committee members under the Securities Exchange Act and the NYSE listing standards. Each member of the Audit Committee is financially literate within the meaning of the NYSE listing standards, and the Board of Directors has further determined that Messrs. Miller and Thomas qualify as an “audit committee financial expert” as that term is defined in Regulation S-K.

Management is responsible for the financial reporting process, including its internal control over financial reporting, and for the preparation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing opinions on the conformity of the financial statements with GAAP.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. After consideration of the independence and performance of the Company’s independent registered public accounting firm, the Audit Committee believes that the continued retention of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders. Consequently, the Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025.

The Audit Committee has reviewed and discussed with the Company’s management and with Ernst & Young LLP (with and without management present) the audited consolidated financial statements of the Company contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the Company’s internal control over financial reporting. The Audit Committee has also discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with Ernst & Young LLP its independence, including a review of both audit and non-audit fees, and considered the compatibility of non-audit services with maintaining Ernst & Young LLP’s independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the Company for the year ended December 31, 2024 be included in the Company’s Annual Report on Form 10-K for its fiscal year 2024 for filing with the SEC.

Audit Committee of the Board of Directors

Andrew D. Miller (Chair)     |     Gloria R. Boyland     |     Robert L. Eatroff     |     Martin Gafinowitz     |     J. Darrell Thomas

Compensation Discussion and Analysis

33

Compensation Discussion and Analysis

33

This Compensation Discussion and Analysis (“CD&A”) describes the executive compensation philosophy and pay programs provided to the Named Executive Officers (“NEOs”) in 2024. Our NEOs for 2024 are listed below:

2024 Executive Compensation Highlights

Vontier delivered a solid performance in 2024 and made significant progress on our Connected Mobility strategy. While the year presented challenges in certain end markets, our teams remained focused on execution and committed to delivering value for our stockholders. Robust demand in the convenience retail and fueling end market was partially offset by headwinds in the repair solutions and car wash markets. The Company continued to invest in the businesses to achieve accelerated topline growth through focused innovation and new product development. At the same time, the Company remained focused on optimizing the cost structure to deliver consistent, long-term profitable growth. The Company also continued to execute on our balanced capital allocation strategy, deploying capital to further strengthen the balance sheet and deliver attractive returns for stockholders through increased share repurchases.

The Company is encouraged by its 2024 performance, which is appropriately reflected in the executive compensation outcomes consistent with its pay-for-performance philosophy.

Based on our executive total reward philosophy, the Compensation and Management Development Committee took the following compensation actions in 2024:

For 2024, the Compensation and Management Development Committee approved a Corporate Financial Factor of 74% based on the overall performance against the Company financial metrics. Actual ICP awards for the NEO’s were 74% of target and are described in detail in the “2024 Compensation Decisions” section under “Annual Incentive Compensation.”

In addition, to better align executive decision-making with stockholder interests and strengthen the connection between pay and stock performance, the Compensation and Management Development Committee introduced a performance-based stock option incentive program in 2024 as part of its approach to annual equity grants. This change increases at-risk compensation while fostering long-term value creation since stock options generate value exclusively through stock price growth, ensuring a strong focus on driving sustainable performance.

On February 19, 2024, as part of the launch of the performance-based stock option incentive program, the Compensation and Management Development Committee approved an initial grant for the NEOs that vests over three years, with 50% vesting on the first anniversary of the grant date and 25% vesting on each of the following two anniversaries. At the same time, the Committee provided NEOs with the opportunity to earn a grant of stock options in the first quarter of the next calendar year, contingent on the Company meeting or exceeding specific performance goals established in the prior year. If those goals are not achieved, the stock options are not granted.

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2025 PROXY STATEMENT

Compensation Discussion and Analysis

In early 2024, the Committee set pre-established adjusted earnings per share (“EPS”) goals as the performance metric for NEOs to earn stock options in the first quarter of 2025. In February 2025, the Compensation and Management Development Committee determined that the Company’s adjusted EPS for the 2024 performance period fell below threshold, and as a result, the NEOs were not eligible for a stock option grant in the first quarter of 2025.

In addition, in February 2025, the Compensation and Management Development Committee evaluated the 2022 PSU awards for Mr. Morelli and Ms. Rowen. These awards were based on the Company’s EPS performance over the 2022–2024 performance period, adjusted by a relative Total Stockholder Return (“rTSR”) modifier relative to the S&P 500. While the rTSR reached the 61st percentile, the Company’s EPS was below threshold, resulting in 0% of target PSUs being earned by the NEOs.

Say-on-Pay Vote

At our 2024 Annual Meeting, 96.4% of stockholders who voted were in favor of our say-on-pay proposal, reflecting strong support for our executive compensation program. The Compensation and Management Development Committee believes this outcome demonstrates confidence in the alignment of our compensation practices with Company performance and long-term value creation. The Compensation and Management Development Committee will continue to consider the results of the advisory say-on-pay and vote, as well as ongoing stockholder feedback as it evaluates our executive compensation programs and philosophy to ensure they support the Company’s strategic priorities and align with the interests of our stockholders.

Compensation Governance Highlights

	Implement Core Executive Compensation Principles Designed to Promote Alignment with the Interest of Stockholders
	Performance Measures Aligned with Business Objectives
	Pay for Performance
	Maintain Stock Ownership Requirements
	Maintain a Compensation Recoupment Policy
	Maintain Market Competitive Vesting Schedules for Equity Awards
	Require Minimum Vesting Schedule under our Equity Plan
	Annual Compensation Risk Assessment
	Engage an Independent Compensation Consultant
	Limit Perquisites
	Incorporate Long-Term Performance-Based Equity Awards for Executive Officers

	No Excise Tax Gross-Ups
	No “Single-Trigger” Change-in-Control Severance Benefits or Change-in-Control Equity Vesting
	No Pledging of our Common Stock by Executive Officers
	No Hedging Transactions by Executive Officers
	No Evergreen Provision in Stock Incentive Plan
	No Repricing of Stock Options
	No Liberal Share Recycling under Stock Incentive Plan
	No Liberal Definition of Change-in-Control
	No Defined Benefit Plans for Executive Officers

Compensation Discussion and Analysis

35

What Guides Our Program

Compensation Philosophy

Our compensation philosophy is aligned with building long-term, stockholder value. The executive compensation program is designed to:

Elements of Executive Compensation

Consistent with our executive compensation philosophy, we have adopted a compensation program that includes a mix of cash and equity-based compensation. While fixed compensation is important to provide a stable source of income, we believe that executive compensation should include a significant portion of variable and at-risk compensation with a strong emphasis on the long-term incentives directly linked to stockholder value in the form of equity awards. The following table sets forth the principal elements of our compensation program:

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2025 PROXY STATEMENT

Compensation Discussion and Analysis

Pay for Performance Approach: Pay Mix

To reinforce the pay-for-performance element of our compensation philosophy, a significant portion of total compensation for our NEOs is incentive-based and aligns with our financial results and stock price. As contemplated by our compensation philosophy, this approach closely aligns our NEOs with company performance and the interests of our stockholders. For fiscal year 2024, approximately 88% of our CEO’s target compensation and 79% of the other NEOs’ target compensation, on average, was variable (and therefore at risk) based on the achievement of performance measures as well as stock price.

2024 Pay Mix¹

2024 Executive Compensation Decision Making

The Vontier Compensation and Management Development Committee is responsible for overseeing and making compensation decisions with respect to the NEOs.

Compensation Discussion and Analysis

37

Responsibilities for ongoing executive compensation decisions are summarized in the table below:

The Compensation and Management Development Committee continues to engage Pearl Meyer as its independent compensation consultant. Pearl Meyer reports directly to the Compensation and Management Development Committee, and the Compensation and Management Development Committee may replace the firm or hire additional consultants or advisors at any time. The Compensation and Management Development Committee and the Board of Directors of Vontier are ultimately responsible for making decisions regarding the compensation of our executive officers after considering input from its consultant. The Compensation and Management Development Committee has assessed the independence of Pearl Meyer based on NYSE listing standards and applicable SEC regulations and concluded that Pearl Meyer’s work does not raise any conflict of interest.

Competitive Market Data

An important element of our overall compensation philosophy is to deliver a total pay opportunity that is competitive in the market. As a result, the Compensation and Management Development Committee will consider the executive compensation practices of companies in a peer group that was selected in consultation with Pearl Meyer, as one of several factors used in setting executive compensation. The Compensation and Management Development Committee does not target a specific percentile range within the peer group when determining the compensation of our NEOs. Instead, the Compensation and Management Development Committee uses the publicly filed data provided by the peer group as one reference point that is useful for determining the form and amount of compensation. The Compensation and Management Development Committee does not rely solely on peer group pay practices. The Compensation and Management Development Committee considers competitive data from relevant, published compensation surveys and custom research as other sources of competitive data.

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2025 PROXY STATEMENT

Compensation Discussion and Analysis

The Compensation and Management Development Committee will review the peer group each year with the assistance of its independent compensation consultant. In deciding whether a company should be included in the peer group, the Compensation and Management Development Committee considered, among other factors, the business model, end market exposure, product type and revenue size of companies considered for the peer group.

In September 2023, the Compensation and Management Development Committee reviewed potential peer companies with an industrial and information technology focus. The Compensation and Management Development Committee, after consulting with Pearl Meyer and management, added Flowserve Corporation, Gates Industrial Corporation and Regal Rexnord Corporation and removed Altra Industrial Motion Corp due to the company being acquired as well as Rockwell Automation and Zurn Water Solutions due to size and industry differences and approved the 2024 peer group consisting of the following companies:

2024 Compensation Decisions

Base Salary

The base salaries for our NEOs reflect the scope of their responsibilities, performance, skills and experience, while considering the competitive market for comparable talent. The annual base salaries for Mr. Morelli and Ms. Rowen were specified in the letter agreements, which are described under the heading Executive Officer Letter Agreements, and have been increased based upon market competitiveness, performance and for Ms. Rowen, a promotion in December 2024. The annual base salary for Mr. Aga was specified in the letter agreement upon hire and is also described under the heading Executive Officer Letter Agreements. The annual base salaries for fiscal years 2023 and 2024 for our NEOs were as follows:

Annual Incentive Compensation

In order to align our executive compensation program with our business strategy, reward annual performance by our executive officers based on the achievement of key operational and financial measures, and motivate and reward high individual performance, we provide annual cash bonuses to executives based on the achievement of annual performance measures relating to our business and the executive’s personal performance. Final award payouts cannot exceed 200% of target award opportunities.

Compensation Discussion and Analysis

39

During fiscal year 2024, target annual incentive opportunities were as follows:

Determination of the Actual 2024 Annual Incentive Award Payout

We provide annual incentives to our NEOs under our Incentive Compensation Plan (“ICP”). The ICP provides cash awards to executives based on the achievement of annual performance metrics relating to our business and may be modified based on an executive’s personal performance. In 2024, the target award opportunity for each NEO was equal to the NEO’s annual base salary as of December 31, 2024 multiplied by the relevant target award percentage(s) applicable set forth above. Ms. Rowen’s ICP target increased from 70% to 90% due to her taking on an expanded role overseeing the legal, human resources, marketing and communications functions. This increase brought her closer to the target total cash benchmark. The 2024 actual award was equal to target award opportunity percentage(s) multiplied by a Company Financial Factor (“CFF”) as well as a Personal Performance Factor (“PPF”), described in more detail below. The CFF opportunity for the corporate NEOs was 0-200% of target.

The 2024 CFF for the NEOs was based on the combined performance of Vontier’s operating companies against the following metrics:

Core sales growth is a critical measure of the business’s ability to increase customer demand for services and products over time, while adjusted operating profit and adjusted FCF conversion are key contributors to stockholder returns and important barometers of the overall health of the business. In 2024, the achievement of the financial measures described above resulted in a CFF for these executives of 74% of target for the NEOs.

We do not disclose the specific targets for our operating companies’ performance metrics because sharing this information would reveal insights into the Company’s internal planning processes, including growth projections, operational priorities and market strategies, which are critical to maintaining our competitive advantage. This confidentiality is essential to protect the integrity of our business strategy.

The performance metrics—Adjusted Operating Profit, Core Sales Growth, and Adjusted Free Cash Flow conversion—were based on evaluating a range of factors, including growth outlooks for our respective product portfolios, the competitive environment, our internal budgets, external economic conditions and market expectations. For example, growth rates implicit in targets for any one operating company may be above or below the growth rates targeted for the entire Company, due to faster or slower growth in relevant markets or smaller or larger market shares. These considerations result in operating company targets that are intended to coincide with Company-wide targets in their level of difficulty to achieve and probability for success. The performance targets are set at levels that we believe are challenging and which generally constitute an improvement over the prior comparable period, in line with our culture of continuous improvement.

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2025 PROXY STATEMENT

Compensation Discussion and Analysis

Personal Performance Factor & Individual Payouts

Following the end of 2024, the Compensation and Management Development Committee used its judgment and determined for each executive a PPF rating between 0 – 150% for each NEO. Without assigning any particular weight to any individual factor, the Compensation and Management Development Committee took into account financial performance, the executive’s execution against operational and personal goals for the year and overall leadership effectiveness. Our Compensation and Management Development Committee has discretion in determining the PPF of each executive officer, which is an important risk-mitigating element to our compensation program.

Long-Term Incentive Compensation

Our long-term incentive compensation program is designed to drive sustainable performance that delivers long-term value to stockholders, help retain executive talent through multi-year vesting schedules and align the interest of the NEOs with those of Vontier’s stockholders. The 2024 annual LTIP award for Mr. Morelli was comprised of 54% PSUs and 46% RSUs and for Mr. Aga and Ms. Rowen 50% PSUs and 50% RSUs. PSUs are earned based on two, three-year metrics comprised of 50% Total Adjusted Operating Profit Margin Expansion and 50% three-year Core Revenue Growth (also referred to as Core Sales Growth), which then may be modified ±15% based on TSR relative to the S&P 500 companies over a three-year period.

*Final Payouts will be interpolated between performance levels noted in this chart.

Compensation Discussion and Analysis

41

The table below shows the target annual LTIP values for PSUs (at target) and RSUs granted for fiscal year 2024 for each of the NEOs:

Performance-Based Stock Option Incentive Program

To better align executive decision-making with stockholder interests and strengthen the connection between pay and stock performance, the Compensation and Management Development Committee introduced a performance-based stock option incentive program in 2024 as part of its approach to equity grants. This change increases at-risk compensation while fostering long-term value creation since stock options generate value exclusively through stock price growth, ensuring a strong focus on driving sustainable performance.

On February 19, 2024, as part of the launch of the performance-based stock option incentive program, the Compensation and Management Development Committee approved an initial grant for the NEOs that vests over three years, with 50% vesting on the first anniversary of the grant date and 25% vesting on each of the following two anniversaries. Mr. Morelli received 30,000 stock options while Mr. Aga and Ms. Rowen each received 20,000 stock options, valued at $476,100, $317,400, and $317,400, respectively. Stock Options were valued using a Black-Scholes value of $15.87.

At the same time, the Committee provided NEOs with the opportunity to earn a grant of stock options in the first quarter of the next calendar year, contingent on the Company meeting or exceeding specific performance goals established in the prior year. If granted, these performance-based stock options vests over three years, with 50% vesting on the first anniversary of the grant date and 25% vesting on each of the following two anniversaries. However, if the performance goals are not achieved, the stock options are not granted.

In early 2024, the Committee set pre-established Adjusted Earnings Per Share (“EPS”) goals as the performance metric for NEOs to earn stock options in the first quarter of 2025 as follows:

Messrs. Morelli and Aga and Ms. Rowen each had target stock option grant opportunities of 30,000, 20,000, and 20,000 respectively. However, the Company’s EPS for the 2024 performance period fell below the threshold, and as a result, the NEOs were not eligible for a stock option grant in the first quarter of 2025.

PSUs Earned and Vested in 2024

In addition, in February 2025, the Compensation and Management Development Committee evaluated the 2022 PSU awards for Mr. Morelli and Ms. Rowen. These awards were based on the Company’s EPS performance over the 2022–2024 performance period, adjusted by an rTSR modifier relative to the S&P 500. While the rTSR reached the 61st percentile, the Company’s EPS was below threshold, resulting in 0% of target PSUs being earned by the NEOs.

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2025 PROXY STATEMENT

Compensation Discussion and Analysis

Other Compensation Practices, Policies & Programs

Stock Ownership Requirements

To further align management and stockholder interests and discourage inappropriate or excessive risk-taking, our stock ownership policy requires each of our executive officers and non-employee directors to obtain a substantial equity stake in our Common Stock within five years of their appointment to an executive or non-employee director position. The multiples of base salary or annual retainer that the guidelines require are as follows:

Once an executive/non-employee director has acquired a number of shares that satisfies the ownership multiple applicable to him or her, such number of shares then becomes his or her minimum ownership requirement (even if the executive/non-employee director’s salary/annual retainer increases or the fair market value of such shares subsequently changes) until he or she is promoted to a higher level. Under the policy, beneficial ownership includes shares in which the executive or his or her spouse or child has a direct or indirect interest, notional shares of our Common Stock in the Vontier Corporation Executive Deferred Incentive Plan (the “Vontier EDIP”), shares held in a 401(k) plan, and unvested restricted stock units (“RSUs”) and vested and held performance-based stock units (“PSUs”), but does not include shares subject to unexercised stock options or unvested PSUs. Each of our NEOs and non-employee directors were in compliance with the stock ownership requirements as of December 31, 2024, having acquired the required number of shares or having more time to do so under the policy provisions.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale and/or other disposition of its securities by its directors, officers and employees, which it believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the applicable exchange listing standards. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

Pledging Policy

Our Board has adopted a policy that prohibits any of our executive officers, including our NEOs and our non-employee directors, from pledging as security under any obligation any shares of our Common Stock that he or she directly or indirectly owns and controls.

Hedging Policy

We include within our Insider Trading Policy a prohibition applicable to all our employees, including our NEOs and our non-employee directors, against engaging at any time in:

Recoupment Policy

The Compensation and Management Development Committee has adopted a recoupment policy applicable to our executives, including our NEOs (the “covered persons”), that complies with applicable NYSE and SEC requirements (and is subject to update from time to time should such requirements change) (the “Vontier Corporation Recoupment Policy” or “Policy”). This Policy requires the Committee to recoup certain cash and equity incentive compensation, including both performance-based and time-based equity, paid to certain executives in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. It also permits the Committee, in its discretion, to require recoupment in certain other scenarios and of certain other amounts that are not required by NYSE and SEC, as described below.

Compensation Discussion and Analysis

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Under this Policy, the Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts. Specifically, the Committee will recoup:

In addition, aside from our Policy, above, under the terms of our 2020 Stock Incentive Plan, all outstanding unvested equity awards will be terminated immediately upon, and no employee can exercise any outstanding equity award after, such time he or she is terminated for gross misconduct. Under the terms of the Vontier EDIP, if the administrator determines that termination of an employee’s participation in the Vontier EDIP 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 Vontier.

Executive Officer Letter Agreements

The Company has entered into letter agreements with each of our NEOs.

All of the letter agreements provide that each NEO may participate in the Vontier Executive Deferred Incentive Plan (“EDIP”) (as more fully described below) and in the employee benefit plans maintained for Vontier’s regular employees generally. The letter agreements also provide for an annual cash stipend of $10,000 for financial services and counseling and allows for participation in the Executive Physical program.

In addition, Messrs. Morelli and Aga and Ms. Rowen are eligible to participate in the Vontier Corporation Separation Pay Plan for Officers, Key and Senior Executives, which is described below.

*In January 2024, Ms. Rowen became Senior Vice President, Chief Administrative Officer.

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2025 PROXY STATEMENT

Compensation Discussion and Analysis

Severance Benefits

Vontier Corporation Separation Pay Plan for Officers, Key and Senior Executives

The Vontier Corporation Separation Pay Plan for Officers, Key and Senior Executives, which we refer to as the Severance and Change-In-Control Plan, became effective on October 9, 2020 and amended and restated on August 21, 2024. The Severance and Change-In-Control Plan generally provides for severance benefits upon (i) a termination without cause (as defined in the Severance and Change-in-Control Plan) unrelated to a change-in-control of Vontier and (ii) a termination without cause, or good reason resignation (as defined in the Severance and Change-in-Control Plan), within 24 months following a change-in-control of Vontier.

Upon a termination without cause unrelated to a change-in-control, subject to the execution and non-revocation of a release agreement, the executive will receive: (i) a severance benefit equal to one times base salary (two times for the chief executive officer); (ii) a pro-rata annual cash bonus based on actual performance; (iii) pro-rata vesting of equity awards granted at least six months prior to the date of termination (with performance awards paid based on actual performance); and (iv) 12 months of continued health benefits (24 months for the chief executive officer).

Upon a termination without cause or good reason resignation within 24 months following a change-in-control, subject to the execution and non-revocation of a release agreement, the executive would receive: (i) a severance benefit equal to two times the sum of base salary (2.5 times for the CEO) plus the target annual incentive bonus opportunity; (ii) a pro-rata annual cash bonus based on target performance; (iii) vesting in full of any unvested equity awards without pro-ration (with performance awards paid at target level); and (iv) 24 months of continued health benefits (30 months for the CEO).

Other Benefits

Our NEOs are eligible to participate in broad-based employee benefit plans which are generally available to all of our U.S. salaried employees and do not discriminate in favor of our NEOs. In addition, each of our NEOs is eligible for an annual executive physical and to participate in the Vontier Executive Deferred Incentive Plan (EDIP) from and after the separation date. The Vontier EDIP is a non-qualified, unfunded deferred compensation program that is available to select members of our management. We use the Vontier EDIP to tax-effectively contribute amounts to our executives’ retirement accounts and give our executives an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals. Participants in the Vontier EDIP will not fully vest in such amounts until they have reached five years of service with the Company.

Equity Granting Process

Grants of PSUs, RSUs, options and other equity awards to our executive officers are approved by the Compensation and Management Development Committee at regularly scheduled meetings, or sometimes by unanimous written consent. We have no practice of timing grants of equity awards to coordinate with the release of material non-public information, nor have we timed the release of material non-public information for the purpose of affecting the value of any compensation of our executive officers. In the event material non-public information becomes known to the Compensation and Management Development Committee prior to granting an equity award, the Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any impropriety.

Compensation Risk Considerations

Risk-taking is an essential part of growing a business, and prudent risk management is necessary to deliver long-term, sustainable stockholder value. In 2024, we focused our Risk Assessment on several programs within Vontier that can raise or lower our compensation risk profile, whether individually or collectively. This review includes our compensation strategy, annual and long-term incentive plan designs, NEO severance agreements, benefits and perquisites, governance practices, and other policies and practices.

We believe the process we followed is complete and sufficient for determining whether the Company’s practices are reasonably likely to encourage excessive risk taking. The Compensation and Management Development Committee believes that our executive compensation program supports the objectives described above without encouraging inappropriate or excessive risk-taking.

Compensation Committee Report

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Compensation Committee Report

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This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing by Vontier Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Vontier Corporation specifically incorporates this report by reference therein.

The Compensation and Management Development Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis set forth above, and based on such review and discussion, the Compensation and Management Development Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for incorporation by reference into Vontier Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024.

Compensation and Management Development Committee of the Board of Directors
Christopher J. Klein (Chair)     |     Maryrose Sylvester     |     Andrew D. Miller     |     David M. Foulkes

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2025 PROXY STATEMENT

Compensation Committee Report

Compensation Tables

The following tables present information concerning the compensation paid to our NEOs.

Summary Compensation Table

The following table sets forth information regarding fiscal years 2024, 2023, and 2022 compensation for our NEOs.