Compensation Discussion and Analysis
Prior to the separation, Mr. Morelli participated in Fortives deferred compensation
program and in the employee benefit plans maintained for Fortives regular employees generally, and received an annual cash stipend of $10,000 for financial services and counseling and relocation benefits under Fortives relocation policy.
Vontier has adopted its own deferred compensation program in which Mr. Morelli is eligible to participate, as more fully described below.
In addition,
Mr. Morelli is eligible to participate in Vontiers Severance and Change-in-Control Plan for Officers, and prior to the separation, was entitled to the same
level of benefits provided to the President and CEO of Fortive under Fortives Severance and Change-in-Control Plan for Officers, in each case as more fully
described below.
Letter Agreement with Mr. Naemura
GTHM entered
into a letter agreement with Mr. Naemura on December 5, 2019 providing that, upon the completion of the distribution, Mr. Naemura would serve as our Chief Financial Officer. Prior to the separation, Mr. Naemura provided services
to us in furtherance of the completion of the separation and distribution and reported to Mr. Morelli. Pursuant to the letter agreement, Mr. Naemuras employment is on an at-will basis and he is
entitled to an annual base salary of $630,000 and an annual incentive target bonus of 125% of his annual base salary. In addition, Mr. Naemura received a signing cash bonus of $1,100,000.
Pursuant to the letter agreement, Mr. Naemura received the following Fortive equity awards in February 2020: (i) a one-time sign-on equity award with a target grant date fair value of $5,000,000, split evenly between stock options and restricted stock units, each of which vest ratably over the first three anniversaries of the date of
grant, (ii) an additional special one-time equity award with a target grant date fair value of $1,000,000, split evenly between stock options and restricted stock units, each of which vest ratably over
the first five anniversaries of the date of grant, and (iii) an annual equity award with a target grant date fair value of $1,750,000, split evenly between stock options and restricted stock units, each of which vest ratably over the first five
anniversaries of the date of grant. In each case, vesting is generally subject to Mr. Naemuras continued employment on each vesting date.
Such Fortive
equity awards converted into Vontier equity awards in a manner designed to substantially preserve the value of the award at the time of the conversion. See the discussion under the heading Impact of the Separation on Outstanding Equity
Awards.
Mr. Naemura participated in Fortives deferred compensation program and in the employee benefit plans maintained for Fortives regular
employees generally, and received an annual cash stipend of $10,000 for financial services and counseling and relocation benefits under Fortives relocation policy. Vontier has adopted its own deferred compensation program in which
Mr. Naemura is eligible to participate, as more fully described below.
Letter Agreement with Mr. Beverly
GTHM entered into a letter agreement with Mr. Beverly on September 16, 2019 providing that effective as of October 1, 2019, Mr. Beverly would serve as
our Senior Vice President and General Counsel until his retirement on September 1, 2020. Pursuant to the letter agreement, Mr. Beverlys employment was on an at-will basis and he was entitled to
an annual base salary of $450,000 and an annual incentive target bonus of 60% of his annual base salary.
Pursuant to the letter agreement, Mr. Beverly received
the following Fortive equity awards in February 2020: (i) a one-time sign-on equity award with a target grant date fair value of $400,000, split evenly between stock
options and restricted stock units, each of which vest ratably over the first five anniversaries of the date of grant and (ii) an annual equity award with a target grant date fair value of $600,000, split evenly between stock options and
restricted stock units, each of which vest ratably over the first five anniversaries of the date of grant. In each case, vesting is generally subject to Mr. Beverlys continued employment on each vesting date.
Prior to his retirement, Mr. Beverly participated in Fortives deferred compensation program and in the employee benefit plans maintained for Fortives
regular employees generally.
Letter Agreement with Ms. Rowen
Vontier
Employment Services LLC entered into a letter agreement with Ms. Rowen on June 15, 2020 providing that, effective as of September 1, 2020, Ms. Rowen would serve as our Senior Vice President and General Counsel. Pursuant to the letter
agreement, Ms. Rowens employment is on an at-will basis and she is entitled to an annual base salary of $450,000 and an annual incentive target bonus of 60% of her annual base salary.
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2021 Proxy Statement
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