Heath A. Mitts
About Heath A. Mitts
Independent Class III director at Veralto (VLTO) since 2023; age 54. Executive Vice President and Chief Financial Officer of TE Connectivity since 2016 and director of TE Connectivity since March 2021; prior senior finance roles include CFO at IDEX Corporation (2005–2016), CFO PerkinElmer Asia (2001–2005), and senior finance positions at Honeywell (1996–2001). Designated an Audit Committee Financial Expert by Veralto’s Board, reflecting deep finance and capital allocation expertise. Tenure on VLTO’s board has included Audit Committee service and 100% meeting attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TE Connectivity | EVP & CFO | Sep 2016–present | Responsible for financial strategy; public company finance leadership |
| IDEX Corporation | SVP & CFO; other executive finance roles | 2005–Sep 2016 | Applied solutions, M&A and capital allocation expertise |
| PerkinElmer (Asia) | Chief Financial Officer | 2001–2005 | Asia leadership; operational finance |
| Honeywell International | Senior finance leadership roles | 1996–2001 | Corporate finance progression |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TE Connectivity | Director | Mar 2021–present | Governance oversight at large-cap industrial tech |
| Columbus McKinnon | Director | May 2015–Jan 2024 | Audit and Compensation Committees |
Board Governance
- Committee assignments: Audit Committee member; audit committee held 7 meetings in 2024. He is not a committee chair at VLTO.
- Independence: Board determined Mitts is independent under NYSE rules; independent directors meet in executive session.
- Audit expertise: Board designated Mitts as an Audit Committee Financial Expert; all Audit members financially literate under NYSE standards.
- Attendance and engagement: All VLTO directors, including Mitts, attended 100% of Board and applicable committee meetings; 7 Board meetings in 2024.
- Board structure: Classified into classes with Mitts in Class III; term expires at the 2026 Annual Meeting.
Fixed Compensation (Director)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $105,000 |
- Cash retainers are paid quarterly in arrears; Nominating & Governance Committee oversees director pay with FW Cook as independent consultant; annual limit for director cash + equity under Omnibus Plan is $800,000.
- Chair retainers/fees (for context): Board Chair $150,000 (equity retainer); Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000. Mitts did not serve as chair.
Performance Compensation (Director)
| Metric | 2024 |
|---|---|
| Stock Awards (RSUs) – Grant date fair value ($) | $81,859 |
| Option Awards – Grant date fair value ($) | $82,510 |
| Total Director Compensation ($) | $269,369 |
- Equity mix and vesting (directors): Annual equity split equally between stock options (fully vested at grant) and RSUs; RSUs vest on the earlier of first anniversary of grant or immediately prior to next annual meeting; RSUs settle upon death or 7 months after retirement.
- Performance metrics: Director equity awards are time-based; no performance metrics tied to director compensation disclosed.
Form 4 Equity Awards (Recent)
| Transaction Date | Type | Securities Transacted (#) | Price ($) | Post-Transaction Ownership (#) | Security | Filing URL |
|---|---|---|---|---|---|---|
| 2025-07-15 | Award (Option) | 2,265 | 100.95 | 5,860 | Director Stock Option | https://www.sec.gov/Archives/edgar/data/1967680/000196768025000102/0001967680-25-000102-index.htm |
| 2025-07-15 | Award (Common Stock/RSU) | 818 | 0 | 2,491 | Common Stock | https://www.sec.gov/Archives/edgar/data/1967680/000196768025000102/0001967680-25-000102-index.htm |
| 2024-07-15 | Award (Option) | 2,005 | 98.01 | 3,595 | Director Stock Option | https://www.sec.gov/Archives/edgar/data/1967680/000196768024000092/0001967680-24-000092-index.htm |
| 2024-07-15 | Award (Common Stock/RSU) | 842 | 0 | 1,673 | Common Stock | https://www.sec.gov/Archives/edgar/data/1967680/000196768024000092/0001967680-24-000092-index.htm |
Note: Option “price” reflects exercise price; Form 4 transactions indicate fully vested director options at grant; RSU awards carry $0 price.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| TE Connectivity | EVP & CFO; Director | Industrial tech supplier/customer adjacency; no related-person transactions disclosed in retrieved sections; independence affirmed. |
Expertise & Qualifications
- Qualifications: Global/International; Finance; Corporate Strategy, Capital Allocation & M&A; Water Quality segment knowledge.
- Designations: Audit Committee Financial Expert; financially literate per NYSE standards.
- Public company board experience: TE Connectivity director; prior Columbus McKinnon director (audit and compensation committees).
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial Ownership (shares) as of 3/5/2025 | 3,715 |
| Options exercisable (included in beneficial ownership note) | 3,595 |
| Unvested RSUs (as of 12/31/2024) | 842 |
- Director stock ownership guidelines: Non-management directors must own at least 5x annual cash retainer within five years; beneficial ownership includes RSUs but excludes unexercised options.
- Pledging/Hedging: Board policy prohibits pledging; hedging and short sales are prohibited; pledged shares would not count toward ownership requirements.
Governance Assessment
- Board effectiveness: Mitts enhances audit rigor and capital allocation oversight as an Audit Committee member and designated financial expert; committee held 7 meetings with robust scope across financial integrity, controls, and risk.
- Independence and engagement: Independence affirmed; 100% Board and committee attendance in 2024 indicates strong engagement and reliability.
- Compensation alignment: Director pay balanced between cash ($105k) and equity ($164k fair value), with time-based vesting and mandatory ownership guidelines supporting alignment; options vest at grant but RSUs carry holding/settlement constraints.
- Conflicts/related-party exposure: While TE Connectivity may be adjacent to VLTO’s ecosystem, the proxy indicates no bright-line independence issues and outlines a Related Person Transactions Policy overseen by the Nominating & Governance Committee; no related-person transactions involving Mitts were identified in retrieved sections.
- Risk indicators: Anti-hedging/pledging and strengthened clawback policy (expanded in 2025 to include misconduct/reputational harm) mitigate governance risk; no red flags on attendance, option repricing, or tax gross-ups for directors noted in retrieved sections.
RED FLAGS
- None identified in retrieved sections specific to Mitts (no low attendance, no related-party transactions disclosed, no equity award repricing). Continued monitoring warranted given external executive role at TE Connectivity for any emerging transactions requiring Item 404 review.