Cindy L. Wallis-Lage
About Cindy L. Wallis-Lage
Independent Class II director at Veralto (VLTO) since 2023; age 62. Former Executive Director, Sustainability & Resilience and prior President, Global Water Business at Black & Veatch, bringing deep domain expertise in water treatment, reuse, and sustainability; serves on Veralto’s Nominating & Governance Committee and is affirmed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black & Veatch Holding Company | Executive Director, Sustainability & Resilience | Jan 2022 – Sep 2022 | Led ESG policy integration and sustainability brand |
| Black & Veatch Holding Company | President, Global Water Business | Jan 2012 – Dec 2021 | 36-year veteran; championed water reuse and sustainability; board director and executive committee member (Mar 2012 – Sep 2022) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comfort Systems USA | Director; Chair, Nominating, Governance & Sustainability Committee | Since May 2021 | Chairs key governance and sustainability oversight |
| Metiri Group (private) | Director | Since May 2023 | Laboratory company serving U.S. water sector |
Board Governance
- Committee assignments: Nominating & Governance Committee; not Chair (committee chaired by Walter G. Lohr, Jr.) .
- Independence: Board determined she is independent under NYSE; independent directors meet regularly without management .
- Attendance: 100% attendance at Board and applicable committees; 7 Board meetings in 2024; Nominating & Governance met 6 times .
- Tenure: Director since 2023; Class II nominee standing for term through 2028 if elected .
- Board leadership quality: Separate Chair/CEO; independent Chair; robust evaluation and sustainability oversight (Nominating & Governance) .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Cash Fees | 105,000 |
| Stock Awards (RSUs, grant-date fair value) | 81,859 |
| Option Awards (grant-date fair value) | 82,510 |
| Total | 269,369 |
- Program structure: Non-management director program uses cash + equity; Board Chair receives additional retainers; committee chair fees: Audit $25k, Compensation $20k, Nominating & Governance $15k; equity retainer split between options and RSUs .
- Equity award features: Options fully vested at grant; RSUs vest on the earlier of first anniversary or immediately prior to next Annual Meeting, with distribution deferred until death or ~7 months post-retirement from the Board .
Performance Compensation
- No performance-based director equity; RSUs and options are time-based (options fully vested at grant) and not tied to financial/ESG metrics for directors .
Other Directorships & Interlocks
| Company | Sector Relation to VLTO | Role/Committee |
|---|---|---|
| Comfort Systems USA | Mechanical contracting; no specific related-party transaction disclosed in reviewed proxy sections | Director; Chair Nominating/Governance/Sustainability |
Note: Veralto maintains a Related Person Transactions Policy with Nominating & Governance oversight; specific transactions are reviewed and approved/ratified per Item 404, but none involving Wallis-Lage are described in the sections reviewed .
Expertise & Qualifications
- Water quality and sustainability expertise; digital, finance, branding/marketing skills; global leadership in water treatment/reuse; contributes to Veralto’s core segment priorities and sustainability strategy .
- Skills matrix indicates Global/International, Water Quality, Digital, Sustainability, Finance, Branding/Marketing .
Equity Ownership
| Holder | Beneficial Ownership (#) | Percent of Class | Notes |
|---|---|---|---|
| Cindy L. Wallis-Lage | 3,595 | * (less than 1%) | Includes options to acquire 3,595 shares |
| Unvested RSUs (as of Dec 31, 2024) | 842 | — | Unvested RSUs outstanding in director account |
| Stock Ownership Guideline | 5x annual cash retainer within 5 years | — | Directors must hold shares equal to 5x cash retainer; RSUs count; options do not |
- Anti-hedging/pledging: Directors prohibited from pledging and hedging company stock (with grandfathered exceptions for pre-policy pledges); prohibits short sales and derivatives outside plan grants .
Governance Assessment
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Strengths
- Independence, full attendance, and committee engagement on nominations, governance, and sustainability support board effectiveness .
- Strong domain expertise in water and sustainability aligns with Veralto’s core mission; enhances oversight of sustainability risks/opportunities .
- Director equity alignment via RSUs and options; robust stock ownership guidelines and clawback policy broaden alignment and accountability .
- Anti-overboarding guideline enhanced; overall board governance improvements (declassification and removal of supermajority) indicate shareholder-friendly posture .
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Watch items / potential conflicts
- External chair role at Comfort Systems USA’s governance/sustainability committee implies time commitments; anti-overboarding policy primarily constrains current public-company executives, and Wallis-Lage is retired, but monitoring workload and any commercial ties remains prudent; no related-party transactions involving her are described in reviewed sections .
- Beneficial ownership primarily via options with modest direct share count; compliance with 5x retainer guideline is not individually disclosed—monitor progression toward guideline .
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Signals for investor confidence
- 100% attendance, independence, and sustainability oversight role are positive governance signals .
- Director pay structure is simple and transparent; equity split between RSUs and options with clear vesting and deferral mechanics .