Jennifer L. Honeycutt
About Jennifer L. Honeycutt
Jennifer L. Honeycutt, age 55, is Veralto’s President and Chief Executive Officer and a Class III director since 2023; she does not serve on any Board committees and has no other public company directorships . Veralto separated CEO and Chair roles with an independent Chair, and directors achieved 100% attendance across seven Board meetings in 2024, reinforcing governance oversight of a CEO-director dual role . Pay-versus-performance disclosure shows CAP vs TSR and operating performance: CAP for the CEO rose to $18.55M in 2024 from $5.52M in 2023 alongside TSR improving from $97.39 to $121.04 per $100 invested and Adjusted Operating Profit increasing from $306M to $1,252M; GAAP Net Income was $833M in 2024 vs $839M in 2023 . Strategic priorities cited include core revenue growth, adjusted operating profit margin expansion, double-digit adjusted EPS growth, and strong cash flow in 2024, with executive incentives aligned to growth, earnings, cash, relative TSR, and ROIC .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veralto (post-separation) | President & CEO; Director | 2023–present | Leads portfolio focused on Water Quality and Product Quality & Innovation; separation governance with independent Chair |
| Danaher | EVP, Environmental & Applied Solutions segment | Jul 2022–Sep 2023 | Led EAS segment through transition ahead of Veralto separation |
| Danaher | EVP, Life Sciences Tools Platform & Global High Growth Markets | Jan 2021–Sep 2022 | Drove growth initiatives in life sciences and high-growth geographies |
| Danaher | VP & Group Executive, Life Sciences Platform | May 2019–Jan 2021 | Oversight of businesses within life sciences |
| Pall Corporation (Danaher) | President | Jan 2017–Jan 2021 | Led filtration/purification leader; operational excellence |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 802,500 | 976,218 | 1,050,000 |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | 206,589 | 217,330 | 261,090 |
- Employment letter set post-separation base salary at $1,000,000 and annual incentive target at 135% of base salary (at-will employment) .
- “All Other Compensation” components include $24,096 401(k) contributions, $219,374 EDIP/ECP contributions, and $17,620 other in 2024 .
Performance Compensation
Annual Cash Incentive Plan (AIP) Structure and Outcomes
| Element | Design (2024) | Weighting | Target/Payout Details |
|---|---|---|---|
| Company Financial Factor | Adjusted Operating Profit; Core Revenue Growth; Free Cash Flow Conversion | 70% total; 50%/30%/20% respectively | Company Payout Percentage calculated at 111% (weighted) for 2024 |
| Personal Performance Factor | Individual goals incl. sustainability | 30% | Included for all executives |
| 2024 AIP – Honeycutt | Threshold | Target | Maximum |
|---|---|---|---|
| Estimated Possible Payouts ($) | 708,750 | 1,417,500 | 2,835,000 |
| Actual Paid ($) | — | — | 1,845,585 (SCT) |
- 2025 AIP changes: Adjusted EPS replaces Adjusted Operating Profit; weightings 40% Adjusted EPS, 40% Core Growth, 20% FCF Conversion (still 70% CFF; 30% PPF), to balance profitability and growth and align with peers .
Long-Term Incentives (Equity)
| Award Type | Grant Date | Quantity/Terms | Grant-Date FV ($) | Vesting/Performance |
|---|---|---|---|---|
| RSUs | 2/24/2024 | 20,183 | 1,734,123 | 4-year time-based vesting |
| PSUs | 2/24/2024 | Threshold 20,183; Target 40,365; Max 80,730 | 4,891,834 | 3-year performance; relative TSR vs S&P 500; ROIC modifier |
| Stock Options | 2/24/2024 | 48,397; Exercise Price $86.71 | 1,749,794 | 4-year time-based vesting |
- Program bias toward equity and performance pay; approximately 88.6% of Honeycutt’s 2024 target compensation was performance-based/equity .
- No long-term incentive compensation is denominated/paid in cash; options/RSUs have minimum one-year vesting; PSUs run over ~3 years .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned (#) | % of Class | Notes |
|---|---|---|---|
| Jennifer L. Honeycutt | 359,154 | <1% | Includes options to acquire 280,473 shares; 52,296 DCP/EDIP/ECP notional shares; 670 in 401(k) |
Ownership Guidelines and Policies
- CEO stock ownership requirement: 6x base salary; all NEOs were in compliance as of Dec 31, 2024 .
- Anti-pledging: directors/executives prohibited from pledging; no NEO pledges; hedging prohibited (short sales, derivatives other than plan grants) .
Outstanding Equity Awards (Selected, as of Dec 31, 2024)
| Type | Grant | Status | Quantity | Key Value |
|---|---|---|---|---|
| Options | 2/24/2024 | Unexercisable | 48,397 | Ex. Price $86.71; Exp 2/24/2034 |
| Options | 10/2/2023 | Unexercisable | 33,183 | Ex. Price $85.12; Exp 10/2/2033 |
| Options | 2/24/2023 | Unexercisable | 56,829 | Ex. Price $83.23; Exp 2/24/2033 |
| RSUs | 2/24/2024 | Unvested | 20,183 | MV $2,055,639 |
| RSUs | 10/2/2023 | Unvested | 14,686 | MV $1,495,769 |
| RSUs | 10/2/2023 | Unvested | 1,959 | MV $199,524 |
| RSUs | 2/24/2023 | Unvested | 15,771 | MV $1,606,276 |
| PSUs | 2/24/2024 | Unearned | 80,730 | Payout value $8,253,028 |
| PSUs | 2/24/2022 | Unearned | 10,816 | Payout value $1,101,610 |
Employment Terms
- Letter Agreement (effective Jan 1, 2023): At-will; pre-separation base $900,000; post-separation base $1,000,000; annual incentive target 135% of salary (pro-rated in 2023); equity awards totaling $3.5M (options/RSUs split; 50% vest at year 3 and 50% at year 4); special one-time $2.5M equity near separation; participation in supplemental retirement/deferred plans; up to $15,000 reimbursement for financial planning/tax prep .
- Proprietary Interest Agreements: confidentiality, non-disparagement, non-compete, non-solicit, IP assignment; restrictions on working for customers/vendors where confidential information could be used; post-employment restrictive covenants considered critical .
Severance and Change-of-Control Economics (Senior Leader Severance Pay Plan)
- CEO severance (without cause): 24 months base salary + 2x annual target incentive; 18 months subsidized COBRA; continued welfare benefits during severance period .
- CIC benefits (double trigger): 24 months base salary + 2x annual target incentive + pro rata target bonus; full acceleration of time-based equity; PSUs vest at target unless otherwise determined; 18 months subsidized COBRA .
- No tax gross-ups; no single-trigger CIC benefits .
Potential Payments (Assuming event on Dec 31, 2024; stock at $101.85)
| Scenario | Options Accelerated ($) | RSUs/PSUs Accelerated ($) | Cash Severance/Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination Without Cause | — | — | 4,946,067 (incl. $4,935,000 cash; $11,067 benefits) | 4,946,067 |
| Retirement (early retirement treatment) | 5,477,858 | 15,434,573 | — | 20,912,431 |
| Death or Disability | 5,729,637 | 11,308,059 | — | 17,037,696 |
| Termination Following CIC | 5,729,637 | 11,308,059 | 4,951,600 (incl. cash $4,935,000; benefits $16,600) | 21,989,296 |
Board Service, Committees, and Dual-Role Implications
- Board Service: Class III director since 2023; no committee memberships; 100% Board/committee meeting attendance achieved by directors in 2024; seven Board meetings held .
- Dual-role considerations: CEO is also a director; independence mitigated by separate, independent Chair, regular independent director sessions, and fully independent Audit, Compensation, and Nominating & Governance Committees .
- Director Compensation: As CEO-director, Honeycutt receives no additional Board compensation; non-management director compensation structure disclosed separately .
Compensation Structure Analysis and Governance
- Equity-heavy mix: Options/RSUs/PSUs with minimum vesting periods; majority of CEO pay is performance-based/equity (88.6% target in 2024) .
- Performance metrics: AIP emphasized earnings, growth, and cash; PSUs tied to relative TSR with ROIC modifier, avoiding overlapping metrics across STI/LTI .
- 2024 pay outcomes consistent with strong formulaic performance (Company Payout 111%); 2025 shift to Adjusted EPS increases emphasis on sustainable earnings quality .
- Clawbacks: Robust policy expanded in 2025 to include misconduct/reputational harm beyond SEC restatement triggers; time- and performance-based awards subject to recoupment; anti-hedging and anti-pledging policies enforced .
- Shareholder feedback: 2024 say-on-pay approval ~92%; say-on-frequency annual vote approval ~99% .
Director Compensation (Non-Management Program Overview)
| Role | Cash Retainer ($) | Notes |
|---|---|---|
| Board Chair | 150,000 | Plus equity retainer; option/RSU split; options fully vested at grant; RSUs vest by next annual meeting, distribution deferred until retirement or death |
| Audit Chair | 25,000 | — |
| Compensation Chair | 20,000 | — |
| Nominating & Governance Chair | 15,000 | — |
- CEO receives no director fees; non-management director compensation capped at $800,000 per year under Omnibus Plan .
Performance & Track Record Indicators
| Year | CAP for PEO ($) | TSR Value of $100 | GAAP Net Income ($M) | Adjusted Operating Profit ($M) |
|---|---|---|---|---|
| 2023 | 5,523,306 | 97.39 | 839 | 306 |
| 2024 | 18,547,624 | 121.04 | 833 | 1,252 |
- Executive Summary highlights: delivered core sales growth, adjusted operating profit margin expansion, double-digit adjusted EPS growth, and strong cash flow in 2024 .
- Most important pay-performance metrics: adjusted (segment) operating profit, (segment) core revenue growth, free cash flow conversion, adjusted segment working capital turnover improvement, absolute and relative TSR, and ROIC .
Risk Indicators & Red Flags
- No tax gross-ups; no single-trigger CIC; limited perquisites; no US defined benefit pensions; independent compensation consultant (FW Cook) with no conflicts .
- Strong clawback and anti-hedging/anti-pledging policies; 100% director attendance; separation of Chair/CEO roles .
Compensation Peer Group and Committee Practices
- Compensation Committee uses FW Cook for program design, market data, governance best practices, and disclosure support; FW Cook provides no other services to Veralto; Committee found no conflicts under Rule 10C-1(b)(4) .
- Peer group analysis referenced in CD&A; annual review of non-management director compensation with FW Cook .
Equity Ownership & Alignment — Additional Details
- Stock ownership policy counts shares, vested PSUs, EDIP/ECP/DCP notional shares, 401(k) shares; excludes unexercised options and unvested PSUs; five-year compliance window post-separation .
- As of March 5, 2025: CEO beneficial ownership 359,154 shares; all officers/directors as a group (18 persons) own 881,462 shares with options to acquire 588,610 .
Employment & Contracts — Deferred Compensation
- Honeycutt deferred $157,211 of 2024 salary and $1,107,351 of 2024 non-equity incentive into DCP; prior-year deferrals disclosed .
- EDIP/ECP/DCP plan features allow tax-efficient contributions/deferrals and market-based notional growth; balances may be forfeited for gross misconduct; equity awards may be forfeited upon gross misconduct .
Investment Implications
- Strong pay-for-performance alignment: AIP and PSUs tied to earnings, organic growth, cash conversion, and relative TSR with ROIC ensures realized pay tracks value creation; 2025 AIP shift to Adjusted EPS elevates quality-of-earnings focus .
- Retention risk appears contained: significant multi-year vesting across options/RSUs and three-year PSU cycles, plus robust severance/CIC protection (double trigger, no gross-ups); however, clustered vesting and sizeable unearned PSUs could create selling pressure around vest dates; anti-hedging/pledging reduces misalignment risk .
- Governance mitigants for CEO-director dual role: independent Chair, independent key committees, high attendance, annual say-on-pay support (~92%), strong clawback expansion in 2025—all supportive of shareholder-friendly oversight .
- Ownership alignment: CEO ownership and 6x salary guideline compliance, with prohibition on pledging, supports long-term orientation; beneficial ownership <1% implies alignment primarily via incentive equity rather than absolute control .