Daniel L. Comas
About Daniel L. Comas
Independent director candidate class: II; age 61; on Veralto’s board since 2023. Retired Executive Vice President at Danaher (EVP 2005–2020; CFO 2005–2018) and currently an advisor to Danaher, with deep experience in finance, capital allocation, and M&A; also a director at Fortive and member of its compensation committee . Veralto’s Board is declassifying subject to shareholder approval and maintains strong governance policies including an independent Chair and robust stock ownership and anti-hedging/pledging requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | Executive Vice President | Apr 2005–Dec 2020 | Led corporate development, treasury, finance, and risk management; key architect in Danaher’s M&A program; deep capital allocation and strategy expertise . |
| Danaher Corporation | Chief Financial Officer | Apr 2005–Dec 2018 | Oversaw finance and accounting functions; embedded business system discipline; VES cultural fluency carries over to Veralto oversight . |
| Danaher Corporation | Advisor | Ongoing | Advisory role; provides continuity of VES principles and M&A insights; potential independence consideration for Veralto governance . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Fortive Corporation | Director | Since Mar 2021 | Compensation committee member . |
| Danaher Corporation | Advisor | Ongoing | N/A (advisor, not director) . |
Board Governance
- Director class and term: Class II; director since 2023; standing for election to serve until the 2028 annual meeting .
- Committee assignments: None at Veralto; not listed on Audit, Compensation, or Nominating and Governance committees .
- Independence: Not included among directors the Board has affirmatively determined are independent under NYSE standards; independent directors listed exclude Comas .
- Attendance: Veralto held 7 board meetings in 2024, and all directors attended 100% of board and committee meetings for the period served .
- Governance environment: Independent Chair; regular executive sessions; annual board/committee self-assessments; anti-overboarding policy; related person transactions reviewed by Nominating & Governance Committee .
- Governance enhancements on ballot: Declassification of board (Proposal 4A) and elimination of supermajority vote provisions (Proposal 4B) recommended by the Board .
Fixed Compensation
| Year | Fees Earned (Cash) ($) | Notes |
|---|---|---|
| 2024 | 105,000 | Standard director cash retainer; chair and committee chair roles earn additional cash retainers (Audit $25k; Compensation $20k; Nominating & Governance $15k; Chair $150k), but Comas holds no chair roles . |
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Equity Structure | Vesting/Distribution |
|---|---|---|---|---|
| 2024 | 81,859 | 82,510 | Director equity awards split between RSUs and stock options | Options fully vested at grant; RSUs vest on earlier of 1-year from grant or immediately prior to next annual meeting; RSU shares distributed on death or 7 months after board retirement . |
- Omnibus Plan cap: Aggregate annual limit of $800,000 per non-management director for cash plus equity grant-date fair value .
- Valuation basis: Stock awards valued at closing price (adjusted for lack of dividends pre-vesting); options valued via Black-Scholes with disclosed assumptions .
Other Directorships & Interlocks
- Fortive: Board and compensation committee membership; industrial domain adjacency to Veralto’s markets .
- Danaher ties at Veralto: Several Veralto directors hold or held Danaher directorships (e.g., Linda Filler; John T. Schwieters), indicating network interlocks that may influence governance culture and acquisition oversight frameworks .
- Related person oversight: Veralto’s Related Person Transactions Policy requires Nominating & Governance Committee review and approval; committee also oversees conflicts and independence .
Expertise & Qualifications
- Deep credentials in finance, corporate strategy, capital allocation, M&A; accounting, risk management, and human capital management .
- Segment-relevant exposure: Water quality and product quality & innovation; global/international experience; governmental/legal/regulatory familiarity .
Equity Ownership
| Holder | Beneficial Ownership (#) | Notes |
|---|---|---|
| Daniel L. Comas | 27,302 | Includes options to acquire 3,595 shares . |
| Outstanding Director Equity (12/31/2024) | Options: 3,595 | Comas’ aggregate options outstanding; fully vested . |
| Outstanding Director Equity (12/31/2024) | Unvested RSUs: 842 | Comas’ aggregate RSUs subject to time-based vesting and deferred distribution . |
- Director stock ownership requirements: Non-management directors must beneficially own Veralto shares equal to at least 5x their annual cash retainer within five years; beneficial ownership includes RSUs and certain indirect holdings but excludes unexercised options .
- Anti-pledging/hedging: Directors prohibited from pledging and hedging Veralto securities (subject to limited grandfathering); options from company plans excepted from derivative prohibition .
Governance Assessment
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Strengths:
- Transactional rigor and capital allocation discipline stemming from Danaher EVP/CFO tenure; highly relevant to Veralto’s acquisition-led strategy and VES culture .
- 2024 board effectiveness signals: 100% attendance across seven meetings; robust board self-assessment; independent Chair; clear committee risk oversight mandates .
- Alignment tools: Director equity mix and mandatory ownership multiple; anti-hedging/pledging rules; transparent equity vesting mechanics .
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Concerns/RED FLAGS:
- Independence: Comas is not listed among independent directors; advisory role at Danaher may raise perceived conflict risks as Veralto continues portfolio actions and M&A; mitigants include formal related-party review policy .
- Interlocks: Multiple Veralto directors with Danaher ties could concentrate governance network influence; investors should monitor how this affects board challenge culture and acquisition oversight .
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Compensation program context:
- Director pay appears standard (cash + equity); no performance-based metrics apply to director grants, aligning with market practice; equity is time-vested (RSUs) and options fully vested at grant, with deferred RSU distribution enhancing long-term orientation .
- Shareholder sentiment positive: 92% say-on-pay approval in 2024 for executive program; independent consultant (FW Cook) engaged with conflict safeguards .