Linda Filler
About Linda Filler
Independent Chair of the Board at Veralto (VLTO); Class III director since 2023. Age 65. Former President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer at Walgreen Co. (retired April 2017). Current board service includes Danaher Corporation (Lead Independent Director since 2020; director since 2005) and The Carlyle Group Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreen Co. | President of Retail Products; Chief Marketing Officer; Chief Merchandising Officer | Retired April 2017 | Led merchandising/marketing; consumer products operations; global portfolio strategy; capital allocation; CSR |
| Claire’s | President, North America | Not disclosed | Consumer retail leadership |
| Walmart, Inc. | EVP – Merchandising | Not disclosed | Global merchandising leadership |
| Kraft Foods | EVP – Global Strategy | Not disclosed | Corporate strategy; capital allocation |
| Hanesbrands/Sara Lee | CEO of largest branded apparel unit | Not disclosed | Product innovation and operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | Director; Lead Independent Director since 2020; former chair of nominating & governance committee | Director since 2005; Lead ID since 2020 | Governance leadership; committee service across nominating & governance |
| The Carlyle Group Inc. | Director | Since 2022 | Board service at global investment firm |
Board Governance
- Independence: Board determined Ms. Filler is independent under NYSE standards; she serves as independent Chair, with non-management directors meeting in executive session regularly.
- Committee assignments: Compensation Committee member (Chair is Thomas L. Williams).
- Board leadership: As independent Chair, responsibilities include setting agendas with CEO/Secretary, presiding at Board and executive sessions, liaison between non-management directors and management/committees, and advising CEO on strategic matters.
- Attendance: 100% attendance across all Board and committee meetings by all directors in 2024; Board held 7 meetings. Committees held: Audit (7), Compensation (4), Nominating & Governance (6).
| Governance Item | Detail |
|---|---|
| Director Class | Class III; term expires at 2026 annual meeting |
| Committee Memberships | Compensation Committee (member) |
| Independent Chair Role | Separate Chair/CEO; Chair is independent (Filler) |
| 2024 Attendance | 100% at Board and assigned committees; 7 Board mtgs |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 105,000 | Base director cash retainer (Board chair incremental compensation delivered via equity retainer) |
| Committee Chair Cash (if applicable) | — | Board chair retainer reflected via equity; no cash chair increment shown for Filler |
Director cash retainers are paid quarterly; annual limits under the 2023 Omnibus Plan cap non-management director total compensation at $800,000 per calendar year.
Performance Compensation
| Equity Element | Grant/Value (2024) | Vesting/Terms |
|---|---|---|
| Stock Awards (RSUs) | 204,362 | RSUs vest on the earlier of: first anniversary of grant, or immediately prior to next annual meeting; shares delivered at the earlier of death or first day of the seventh month following Board retirement. |
| Option Awards | 205,531 | Director options are fully vested at grant; Black-Scholes assumptions detailed; additional January 2024 prorated options for Filler in recognition of Independent Board Chair service. |
| Total 2024 Director Compensation | 514,893 | Sum of cash, stock, and options reported for FASB ASC 718 grant-date fair value. |
Equity mix: For directors, annual equity awards and board chair equity retainer are split equally by target value between fully-vested options and RSUs; minimum one-year vesting requirement applies to 95% of shares granted under the stock plan.
Other Directorships & Interlocks
| Company | Relationship to VLTO | Potential Interlock/Conflict Consideration |
|---|---|---|
| Danaher Corporation | Former parent of Veralto (separation in 2023); Filler serves as director and Lead Independent Director | Board independence affirmed; related person transactions overseen by Nominating & Governance Committee; anti-overboarding enhanced (limits for public company executives, not applicable to retired directors). |
| The Carlyle Group Inc. | External public company directorship | No specific VLTO transactions disclosed; Related Person Transactions Policy requires Committee review/approval if applicable. |
Expertise & Qualifications
- Skills: Global/International; Product Quality & Innovation; Product Innovation; Sustainability; Corporate Strategy/Capital Allocation/M&A; Public Company CEO/President; Accounting; Finance; Branding/Marketing.
- Board-level contributions highlighted by VLTO: Customer/brand expertise; portfolio strategy; capital allocation; governance leadership drawn from Danaher tenure.
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Mar 5, 2025) | 14,224 shares; includes options to acquire 7,028 shares and 7,196 shares held in a trust; less than 1% of VLTO outstanding. |
| Options Outstanding (as of Dec 31, 2024) | 6,978 options (fully vested at grant per director plan) |
| Unvested RSUs (as of Dec 31, 2024) | 1,608 RSUs (subject to the vesting/deferred distribution terms for directors) |
| Ownership Guidelines | Required to own shares equal to 5x annual cash retainer within five years; RSUs count; unexercised options excluded. Compliance status not disclosed. |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except grandfathered pledges at adoption; no pledging disclosed for Filler. |
Governance Assessment
- Strengths: Independent Chair structure separating Chair/CEO; Filler’s governance acumen and committee service; 100% attendance; robust stock ownership requirements; expanded clawback policy; independent compensation consultant (FW Cook) with no conflicts; annual say-on-pay support ~92% in 2024, indicating investor confidence.
- Compensation alignment: Heavy equity orientation for directors, including chair equity retainer; RSUs with delayed share delivery upon retirement enhance long-term alignment; options fully vested at grant typical for director plans.
- Potential red flags/monitoring items:
- Interlocks with Danaher: As a longstanding Danaher director and Lead Independent Director, continued ties to former parent merit monitoring for potential related-party considerations in strategic transactions; however, Board affirms independence and maintains a Related Person Transactions Policy with Committee oversight.
- Multiple outside boards: Filler serves on two public boards; VLTO’s anti-overboarding policy limits apply to sitting public company executives (not retired directors), mitigating concerns.
Committee effectiveness: Compensation Committee (member) oversees executive pay design, stock ownership compliance, and engages independent consultant FW Cook; no conflicts found. Nominating & Governance oversees director independence, sustainability, and related-party policy.
Shareholder alignment signals: Board proposals to declassify the Board and eliminate supermajority voting requirements indicate governance enhancements supporting investor rights.