Françoise Colpron
About Françoise Colpron
Independent Class I director at Veralto (VLTO) since 2023; age 54 as of the 2025 proxy. Former Group President, North America at Valeo SA (2008–2022) with prior legal leadership roles; began her career as a lawyer at Ogilvy Renault in Montreal. Current committee assignments at Veralto: Compensation and Nominating & Governance; 100% board and committee meeting attendance in 2024. Other public boards include Celestica Inc. (chair of governance committee) and Sealed Air Corporation (former chair of people & compensation committee); previously served on Alstom’s board. Recognized with the French Légion d’Honneur in 2015.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valeo SA | Group President, North America (responsible for U.S., Mexico, Canada) | Mar 2008 – Jul 2022 | Led regional operations; extensive global business experience across Europe, Asia, and North America. |
| Valeo SA | General Counsel, North & South America | 2005 – 2015 | Legal leadership across Americas; preceded by Legal Director role in Climate Control branch. |
| Valeo SA | Legal Director, Climate Control (Paris) | Prior to 2005 (post-1998) | Legal leadership for Climate Control branch. |
| Ogilvy Renault (now part of Norton Rose) | Lawyer | Pre-1998 | Early legal career; corporate and commercial law foundation. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celestica Inc. | Director; Chair of Governance Committee | Since Oct 2022 | Leads board governance oversight. |
| Sealed Air Corporation | Director; People & Compensation Committee (Chair until Dec 2024) | Since May 2019 | Oversight of executive pay; chaired through Dec 2024. |
| Alstom | Director | Jul 2017 – Sep 2019 | Board service in rail transportation manufacturing. |
Board Governance
- Independence: Board affirmatively determined Ms. Colpron is independent under NYSE standards.
- Committee memberships: Compensation and Nominating & Governance (no chair role at Veralto).
- Attendance: Directors attended 100% of Board and committee meetings in 2024; Board met 7 times.
- Years of service: Director since 2023; currently Class I with term expiring at the 2027 Annual Meeting.
- Governance environment: Separate Chair/CEO with independent Chair; anti-overboarding provisions; declassification and elimination of supermajority voting proposed in 2025; all committees comprised of independent directors.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 105,000 | Director cash retainers paid quarterly; chair fees apply only to committee chairs and Board Chair. |
| Total Cash | 105,000 | Sum of cash compensation. |
Performance Compensation
| Component (2024) | Grant-Date Fair Value ($) | Structure | Vesting / Terms |
|---|---|---|---|
| Stock Awards (RSUs) | 81,859 | Annual equity retainer mix includes RSUs. | RSUs vest on earlier of first anniversary or immediately prior to next annual meeting; shares distributed at death or 7 months post-retirement; no dividends before vesting/distribution. |
| Option Awards | 82,510 | Annual equity retainer mix includes options. | Options fully vested at grant; valuation assumed 7-year life; risk-free rate and volatility per disclosure. |
No performance-linked metrics apply to non-management director equity awards (time-based RSUs and immediately vested options).
Other Directorships & Interlocks
| Company | Sector Overlap with Veralto | Potential Interlock/Conflict Notes |
|---|---|---|
| Celestica Inc. | Electronics manufacturing; limited direct overlap | No related-party transactions disclosed; governance oversight role. |
| Sealed Air Corporation | Packaging solutions; adjacency to Veralto’s marking/coding and packaging/color segments | No related-party transactions disclosed; prior chair of compensation committee. |
Expertise & Qualifications
- Skills and qualifications reflected by Veralto: global/international, product quality & innovation, product innovation, sustainability, corporate strategy, capital allocation & M&A, public company leadership, finance, government/legal/regulatory.
- Recognitions: French Légion d’Honneur (2015).
Equity Ownership
| As of Date | Beneficial Ownership (# shares) | % of Class | Breakdown | Notes |
|---|---|---|---|---|
| Mar 5, 2025 | 4,306 | <1% | Includes options to acquire 3,595 shares | Beneficial ownership table footnote; options counted in the proxy’s beneficial tally. |
| Dec 31, 2024 | Unvested RSUs: 842 | — | Stock Options Outstanding: 3,595 (fully vested) | RSU vesting and deferral per director plan; options fully vested at grant. |
- Stock ownership guidelines: Non-management directors must beneficially own shares equal to at least 5x annual cash retainer within five years; beneficial ownership for guideline purposes includes RSUs but excludes unexercised options. Compliance status for Ms. Colpron not specifically disclosed.
- Pledging/hedging: Directors prohibited from pledging Veralto stock and from hedging/derivative transactions.
Governance Assessment
- Board effectiveness: Strong engagement signaled by 100% attendance, dual committee service (Compensation and Nominating & Governance), and participation in annual board/committee self-assessments.
- Independence and conflicts: Affirmed independent; related person transactions are subject to Nominating & Governance Committee review—no specific related-party transactions disclosed involving Ms. Colpron.
- Ownership alignment: Equity mix (RSUs and options) plus 5x retainer ownership policy support alignment; beneficial ownership <1% typical for directors; anti-pledging/anti-hedging policies further align interests.
- External commitments: Two current public company boards with governance/compensation leadership experience; Veralto’s anti-overboarding restrictions apply to public company executives—Ms. Colpron is a retired executive, mitigating overboarding risk.
- RED FLAGS: None disclosed related to attendance, pledging/hedging, related-party transactions, or director pay anomalies.
Appendix: Committee Charters and Responsibilities (Context)
- Compensation Committee: Oversees executive compensation, equity plans, stock ownership compliance; independent consultant FW Cook; Ms. Colpron is a member (chair: Thomas L. Williams).
- Nominating & Governance Committee: Oversees board composition, governance guidelines, director evaluations, succession planning, sustainability oversight; Ms. Colpron is a member (chair: Walter G. Lohr, Jr.).