John T. Schwieters
About John T. Schwieters
Independent Class II director at Veralto since 2023; age 85. He serves as Audit Committee Chair and is designated an “audit committee financial expert.” Background includes: Principal of Perseus TDC (2013–May 2023), senior roles at Perseus, LLC (2009–2016), leadership of the Mid‑Atlantic region and tax practice at a global accounting firm, and long‑standing board service at Danaher (audit chair; nom/gov member). Core credentials: public accounting, tax, and finance; global and corporate strategy expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perseus TDC (real estate investment and development) | Principal | 2013 – May 2023 | Investment and development leadership |
| Perseus, LLC (merchant bank/private equity) | Senior Executive; Senior Advisor | 2012 – 2016; 2009 – 2012 | Private equity/merchant banking advisory |
| Global accounting firm (unnamed) | Regional Leader; prior Tax Practice Leader (Mid‑Atlantic) | Not disclosed | Public accounting, tax accounting and finance leadership |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Danaher Corporation | Director; Audit Committee Chair; Nominating & Governance Committee; prior long tenure | 2003 | Extensive audit chair experience; long-standing governance role |
- Interlocks note: Veralto’s Board Chair, Linda Filler, also serves on Danaher’s board; multiple Veralto directors have Danaher affiliations, relevant to potential information flow and perceived independence, though the Board has affirmed independence determinations.
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director (Board has affirmatively determined independence) |
| Committees | Audit Committee (Chair); designated audit committee financial expert |
| 2024 attendance | 100% of Board and committee meetings; Board met 7 times in 2024; Audit Committee met 7 times |
| Board leadership | Independent Board Chair (separate from CEO); executive sessions of non‑management directors held after regularly scheduled meetings |
| Risk oversight linkage | Audit Committee oversees major financial, compliance, cybersecurity/privacy risks; sustainability reporting oversight coordination across committees |
Fixed Compensation (Non‑Management Director; 2024)
| Component | Amount/Terms |
|---|---|
| Fees earned in cash ($) | 130,000 (includes Audit Committee Chair retainer) |
| Audit Committee Chair retainer ($) | 25,000 (reference schedule) |
| Stock awards (RSUs) – grant date fair value ($) | 81,859 |
| Option awards – grant date fair value ($) | 82,510 |
| Total ($) | 294,369 |
| Equity award structure | Annual director equity split equally between options and RSUs; options fully vested at grant; RSUs vest at earlier of 1‑year anniversary or immediately prior to next annual meeting; delivery deferred until death or ~6 months post‑Board retirement |
Performance Compensation
| Plan/Metric | Weighting | Notes |
|---|---|---|
| Director performance‑based pay | N/A | Non‑management directors receive time‑based RSUs and fully vested options; no performance metrics apply to director equity |
Other Directorships & Interlocks
| Entity | Type | Nature of Interlock/Exposure |
|---|---|---|
| Danaher Corporation | Former parent; separate public company | Shared board service (Schwieters; Filler), which can facilitate information flow; Board has independence determinations and related‑party oversight policy |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Accounting/Finance | Labeled skills include Accounting and Finance; audit chair experience; audit committee financial expert |
| Global/International | Identified as skill area for Schwieters |
| Corporate Strategy/M&A | Identified as skill area |
| Sustainability | Identified as skill area |
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (#) | 15,878 (includes components below) |
| Percent of class | * (<1%) |
| Options exercisable (#) | 3,595 |
| Unvested RSUs (#) | 842 (as of Dec 31, 2024) |
| Shares held indirectly in trust (#) | 10,283 |
| As‑of date | March 5, 2025 (beneficial ownership table) |
| Director stock ownership guidelines | 5x annual cash retainer within 5 years of initial election; RSUs count; options excluded |
| Hedging/pledging | Hedging prohibited; pledging prohibited except grandfathered pledges at policy adoption |
Governance Assessment
-
Strengths/signals supporting investor confidence
- Audit Committee Chair and “audit committee financial expert” with deep public accounting/tax background; committee met 7 times in 2024 with 100% director attendance, indicating robust oversight cadence and engagement.
- Independent status affirmed; Board leadership is independent (separate Chair/CEO) with regular executive sessions—good practice for oversight independence.
- Director compensation mix has a material equity component (RSUs with delivery deferral and options), aligning interests; stock ownership guideline is stringent (5x retainer).
- Company‑level governance enhancements (declassification proposal; elimination of supermajority) and strong say‑on‑pay support (92% in 2024) are constructive governance signals.
-
Interlocks and potential conflicts (monitor)
- Service on Danaher’s board (audit chair) alongside another Veralto director (Filler) creates potential perceived interlocks with former parent; the Board’s independence determinations and Related Person Transactions policy mitigate, but investors may monitor any transactional overlap.
- Related person transaction oversight resides with the Nominating & Governance Committee; no specific Schwieters‑related transactions are disclosed in the proxy excerpts reviewed.
-
Compensation and ownership alignment
- 2024 compensation: $130k cash (including Audit Chair retainer), $81.9k in RSUs, $82.5k in options; equity design emphasizes alignment but with options fully vested at grant and RSUs time‑based.
- Beneficial ownership includes 3,595 options and 842 unvested RSUs; anti‑hedging/pledging policies further align interests.
-
Attendance and engagement
- 100% attendance across Board and committee meetings in 2024; Audit Committee met 7 times, consistent with active oversight.
RED FLAGS (to monitor): board interlocks with former parent (Danaher) via overlapping directorships; options for directors are fully vested at grant (lower retention hook though delivery deferral applies to RSUs); age 85 underscores succession and refreshment planning considerations (Board is undertaking declassification and continues compositional refresh).