VONTIER CORP, DEF 14A filed on 4/10/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Vontier Corporation
Entity Central Index Key 0001786842
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
Summary
Compensation
Table Total for
PEO(1)
Compensation
Actually Paid to
PEO(1)(2)
Average
Summary
Compensation
Table Total for
Non-PEO NEOs(1)
Average
Compensation
Actually Paid to
Non-PEO
NEOs(1)(3)
Value of Initial
Fixed $100
Investment Based
On:
Net
Income
($MM)(6)
Adjusted
Operating
Profit
($MM)(7)
TSR(4)
Peer
Group
TSR(5)
2025$9,634,679 $13,022,079 $3,047,503 $3,730,219 $113.03 $189.72 $406.1 $656.2 
2024$9,943,569 $6,179,460 $3,155,427 $2,249,541 $110.57 $158.87 $422.2 $638.7 
2023$9,324,923 $18,677,596 $2,839,996 $4,172,979 $104.48 $135.24 $376.9 $664.3 
2022$6,358,427 ($110,112)$2,300,506 $408,028 $58.26 $114.48 $401.3 $716.2 
2021$8,686,894 $5,819,382 $2,599,946 $1,802,544 $92.21 $121.12 $413.0 $684.8 
        
Named Executive Officers, Footnote The PEO in each covered year is Mark Morelli. The Non-PEO NEOs for whom the average compensation is presented in this table are: for fiscal 2025, Anshooman Aga and Kathryn Rowen; for fiscal 2024, Anshooman Aga and Kathryn Rowen; for fiscal 2023, Anshooman Aga and Kathryn Rowen; for fiscal 2022, David Naemura, Anshooman Aga, Kathryn Rowen, and Aaron Saak; and for fiscal 2021, David Naemura, Kathryn Rowen, and Andrew Nash.        
Peer Group Issuers, Footnote Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Industrials Index.        
PEO Total Compensation Amount [1] $ 9,634,679 $ 9,943,569 $ 9,324,923 $ 6,358,427 $ 8,686,894
PEO Actually Paid Compensation Amount [1],[2] $ 13,022,079 6,179,460 18,677,596 (110,112) 5,819,382
Adjustment To PEO Compensation, Footnote The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Morelli, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Morelli during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Morelli’s total compensation for each year to determine the compensation actually paid:
YearSummary
Compensation Table
Total for PEO
Exclusion of Stock
Awards and Option
Awards(a)
Inclusion of Equity
Values(b)
Compensation
Actually Paid to PEO
2025$9,634,679 $6,206,906 $9,594,306 $13,022,079 
2024$9,943,569 $7,399,852 $3,635,743 $6,179,460 
2023$9,324,923 $5,953,567 $15,306,240 $18,677,596 
2022$6,358,427 $4,197,627 ($2,270,912)($110,112)
2021$8,686,894 $4,496,611 $1,629,099 $5,819,382 
(a)The amounts in this column represent the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)The amounts included in the Inclusion of Equity Values column represent the aggregate of the following components, as applicable: the fair value as of the end of the fiscal year of unvested equity awards granted in that year; the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; the fair value as of the vesting date of awards that are granted and vest in same applicable year; the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year; a deduction of the fair value at the end of the prior year of awards granted prior to the year that failed to meet applicable vesting conditions during the year; and the value of any dividends or other earnings on equity awards paid during the year that are not otherwise included. Equity values are calculated in accordance with FASB ASC Topic 718. The amounts included or excluded in calculating the Equity Values column are as follows:
YearFair Value
as of the
End of the
Fiscal Year
of Unvested
Equity
Awards
Granted in
that Year		Year over Year
Change in
Fair Value of
Outstanding
and Unvested
Equity Awards		Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Year		Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year		Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year		Value of
Dividends or
other Earnings
on Equity Awards
Paid During the
Year that are
not Otherwise
Reflected in Total
Compensation		Total
Equity
Values
2025$8,836,099 $474,029 — $284,178 — — $9,594,306 
2024$5,186,043 ($2,503,830)— $953,530 — — $3,635,743 
2023$8,630,468 $5,693,926 — $981,846 — — $15,306,240 
2022$3,413,208 ($4,736,334)— ($947,786)— — ($2,270,912)
2021$3,646,544 ($1,664,447)— ($352,998)— — $1,629,099 
        
Non-PEO NEO Average Total Compensation Amount [1] $ 3,047,503 3,155,427 2,839,996 2,300,506 2,599,946
Non-PEO NEO Average Compensation Actually Paid Amount [1],[3] $ 3,730,219 2,249,541 4,172,979 408,028 1,802,544
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Morelli), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Morelli) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Morelli) for each year to determine the average compensation actually paid, using the same methodology described above in Note 2:
YearAverage Summary
Compensation Table
Total for Non-PEO
NEOs		Exclusion of Average
Stock Awards and
Option Awards
Inclusion of
Average Equity
Values(a)
Average
Compensation
Actually Paid to
Non-PEO NEOs
2025$3,047,503 $1,556,892 $2,239,608 $3,730,219 
2024$3,155,427 $1,998,520 $1,092,634 $2,249,541 
2023$2,839,996 $1,391,045 $2,724,028 $4,172,979 
2022$2,300,506 $1,319,375 ($573,103)$408,028 
2021$2,599,946 $1,333,253 $535,851 $1,802,544 
(a)The amounts included or excluded in calculating the Average Equity Values column are as follows:
YearAverage
Fair Value
as of the
End of the
Fiscal Year
of Unvested
Equity
Awards
Granted in
that Year		Year over
Year Average
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards		Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year		Average
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year		Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year		Average Value
of Dividends or
other Earnings
on Equity Awards
Paid During the
Year that are
not Otherwise
Reflected in Total
Compensation		Total Average
Equity
Values
2025$2,100,148 $82,569 — $56,891 — — $2,239,608 
2024$1,430,751 ($598,087)— $259,970 — — $1,092,634 
2023$1,664,507 $976,779 — $82,742 — — $2,724,028 
2022$736,236 ($1,020,728)— ($288,611)— — ($573,103)
2021$1,130,021 ($483,969)— ($110,201)— — $535,851 
        
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative TSR
The following graph compares the amount of compensation actually paid to Mr. Morelli and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Morelli) with the Company’s cumulative TSR over the five years presented in the table. The chart also compares the Company’s TSR to that of the S&P 500 Industrials Index over the same period.
PEO AND AVERAGE NON-PEO COMPENSATION ACTUALLY PAID VERSUS TSR
7001
        
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income
The following graph provides the amount of compensation actually paid to Mr. Morelli and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Morelli) compared with the Company’s net income over the five years presented in the table.
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME
7431
        
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Adjusted Operating Profit
The following graph compares the amount of compensation actually paid to Mr. Morelli and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Morelli) with Adjusted Operating Profit over the five years presented in the table.
PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS ADJUSTED OPERATING PROFIT
7764
        
Tabular List, Table
Financial Performance Measures
The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance measures are as follows:
•Adjusted Operating Profit(1)
•Core Sales Growth(1)
•Adjusted Free Cash Flow Conversion(1)
(1)    Adjusted operating profit refers to operating profit calculated in accordance with GAAP but excluding amortization of acquisition-related intangible assets, costs associated with restructurings including one-time terminations benefits and related charges and impairment and other charges associated with facility closure, contract termination and other related activities, and the related impact of certain divested or exited businesses or product lines not considered discontinued operations (“Restructuring- and divestiture-related adjustments”), transaction- and deal-related costs, one-time costs related to the separation, amortization of acquisition-related inventory fair value step-up, gains and losses on sale of property, other charges which represent charges incurred that are not part of our core operating results (“Other charges”), and normalization and other adjustments which represent adjustments for standalone public company costs. Core sales refers to total sales calculated in accordance with GAAP but excluding (i) sales from acquired and divested businesses; (ii) the impact of currency translation; and (iii) certain other items. Adjusted Free Cash Flow Conversion refers to free cash flow adjusted for cash received from the sale of property and cash paid for Restructuring- and divestiture-related adjustments, transaction- and deal-related costs, one-time costs related to the separation, and Other charges.
        
Total Shareholder Return Amount [4] $ 113.03 110.57 104.48 58.26 92.21
Peer Group Total Shareholder Return Amount [5] 189.72 158.87 135.24 114.48 121.12
Net Income (Loss) [6] $ 406,100,000 $ 422,200,000 $ 376,900,000 $ 401,300,000 $ 413,000,000.0
Company Selected Measure Amount [7] 656,200,000 638,700,000 664,300,000 716,200,000 684,800,000
PEO Name Mark Morelli        
Additional 402(v) Disclosure TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.The dollar amounts reported represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Operating Profit        
Non-GAAP Measure Description We determined Adjusted Operating Profit to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. This performance measure may not have been the most important financial performance measure for previous years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount [8] $ (6,206,906) $ (7,399,852) $ (5,953,567) $ (4,197,627) $ (4,496,611)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount [9] 9,594,306 3,635,743 15,306,240 (2,270,912) 1,629,099
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,836,099 5,186,043 8,630,468 3,413,208 3,646,544
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 474,029 (2,503,830) 5,693,926 (4,736,334) (1,664,447)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 284,178 953,530 981,846 (947,786) (352,998)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 0 0 0 0
Non-PEO NEO | Measure:: 1          
Pay vs Performance Disclosure          
Name [10] Adjusted Operating Profit        
Non-PEO NEO | Measure:: 2          
Pay vs Performance Disclosure          
Name [10] Core Sales Growth        
Non-PEO NEO | Measure:: 3          
Pay vs Performance Disclosure          
Name [10] Adjusted Free Cash Flow Conversion        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,556,892) (1,998,520) (1,391,045) (1,319,375) (1,333,253)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount [11] 2,239,608 1,092,634 2,724,028 (573,103) 535,851
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,100,148 1,430,751 1,664,507 736,236 1,130,021
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 82,569 (598,087) 976,779 (1,020,728) (483,969)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 56,891 259,970 82,742 (288,611) (110,201)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
[1] The PEO in each covered year is Mark Morelli. The Non-PEO NEOs for whom the average compensation is presented in this table are: for fiscal 2025, Anshooman Aga and Kathryn Rowen; for fiscal 2024, Anshooman Aga and Kathryn Rowen; for fiscal 2023, Anshooman Aga and Kathryn Rowen; for fiscal 2022, David Naemura, Anshooman Aga, Kathryn Rowen, and Aaron Saak; and for fiscal 2021, David Naemura, Kathryn Rowen, and Andrew Nash.
[2] The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Morelli, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Morelli during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Morelli’s total compensation for each year to determine the compensation actually paid:
[3] The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Morelli), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Morelli) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Morelli) for each year to determine the average compensation actually paid, using the same methodology described above in Note 2:
[4] TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
[5] Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Industrials Index.
[6] The dollar amounts reported represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year.
[7] We determined Adjusted Operating Profit to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. This performance measure may not have been the most important financial performance measure for previous years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
[8] The amounts in this column represent the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
[9] The amounts included in the Inclusion of Equity Values column represent the aggregate of the following components, as applicable: the fair value as of the end of the fiscal year of unvested equity awards granted in that year; the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; the fair value as of the vesting date of awards that are granted and vest in same applicable year; the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year; a deduction of the fair value at the end of the prior year of awards granted prior to the year that failed to meet applicable vesting conditions during the year; and the value of any dividends or other earnings on equity awards paid during the year that are not otherwise included. Equity values are calculated in accordance with FASB ASC Topic 718. The amounts included or excluded in calculating the Equity Values column are as follows:
[10] Adjusted operating profit refers to operating profit calculated in accordance with GAAP but excluding amortization of acquisition-related intangible assets, costs associated with restructurings including one-time terminations benefits and related charges and impairment and other charges associated with facility closure, contract termination and other related activities, and the related impact of certain divested or exited businesses or product lines not considered discontinued operations (“Restructuring- and divestiture-related adjustments”), transaction- and deal-related costs, one-time costs related to the separation, amortization of acquisition-related inventory fair value step-up, gains and losses on sale of property, other charges which represent charges incurred that are not part of our core operating results (“Other charges”), and normalization and other adjustments which represent adjustments for standalone public company costs. Core sales refers to total sales calculated in accordance with GAAP but excluding (i) sales from acquired and divested businesses; (ii) the impact of currency translation; and (iii) certain other items. Adjusted Free Cash Flow Conversion refers to free cash flow adjusted for cash received from the sale of property and cash paid for Restructuring- and divestiture-related adjustments, transaction- and deal-related costs, one-time costs related to the separation, and Other charges.
[11] The amounts included or excluded in calculating the Average Equity Values column are as follows:
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
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.
Award Timing Method 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.
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true