Shyam P. Kambeyanda
About Shyam P. Kambeyanda
Independent Class I director of Veralto (VLTO) since 2023; age 54. He serves on the Audit Committee and is designated an “audit committee financial expert.” Outside VLTO, he is President, CEO, and a director of ESAB Corporation (since April 2022). Prior roles include senior executive positions at Colfax (2016–2022) and Eaton (1995–2016), with a strong global operations and supply-chain background.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colfax Corporation | Executive roles (progressively responsible) | May 2016 – Apr 2022 | Grew ESAB fabrication technology business; expanded global ops; improved performance and drove ESAB Business Excellence (EBX) |
| Eaton Corporation | Executive roles | 1995 – 2016 | Supply chain, strategy, and operations focus; global growth execution experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| ESAB Corporation (NYSE: ESAB) | President & Chief Executive Officer; Director | Apr 2022 – present | American‑Swedish diversified industrial; board service noted (committees not disclosed) |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/tenure | Class I; director since 2023; term runs to 2027 annual meeting |
| Committee assignments | Audit Committee member |
| Financial expertise | Audit committee financial expert (SEC Item 407(d)(5)) |
| Independence | Board determined he is independent under NYSE standards |
| Attendance (2024) | 100% of all Board and committee meetings; Board met 7x in 2024; Audit met 7x |
| Board leadership | Independent Chair separate from CEO (VLTO governance structure) |
| Anti‑overboarding | Guideline limits public‑company executives to one additional public board; policy enhanced in 2024 |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | 105,000 |
Performance Compensation (Director)
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2024 | 81,859 | 82,510 |
| Outstanding Equity as of 12/31/2024 | Amount (#) |
|---|---|
| Aggregate stock options (fully vested) | 3,595 |
| Aggregate unvested RSUs | 842 |
Key equity terms (non‑management directors):
- Annual equity divided between options (fully vested at grant) and RSUs (vest on the earlier of first anniversary or immediately prior to the next annual meeting; share delivery deferred until death or ~7 months post‑Board retirement).
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| ESAB Corporation | President & CEO; Director | Public‑company executive serving on VLTO board; VLTO anti‑overboarding guideline permits one additional board for public‑company executives (policy compliance indicator) |
- Independence/Conflicts controls: VLTO’s Related Person Transactions Policy (Nominating & Governance oversight) governs review/approval of related‑party transactions; Board annually assesses director independence.
Expertise & Qualifications
- Global/international; digital; product innovation; sustainability; corporate strategy/capital allocation/M&A; public‑company CEO/President; accounting; branding/marketing; government/legal/regulatory.
Equity Ownership
| Holder | Beneficially Owned Shares (#) | Percent of Class | Notes |
|---|---|---|---|
| Shyam P. Kambeyanda | 3,595 | * (<1%) | Includes options to acquire 3,595 shares |
Policy alignment:
- Director stock ownership requirement: ≥5x annual cash retainer within 5 years (RSUs count; options excluded from calculation).
- Anti‑pledging/anti‑hedging: Pledging prohibited (with limited grandfathering at adoption); no hedging or derivatives allowed for directors.
Governance Assessment
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Strengths
- Financial oversight: Audit Committee member and SEC‑defined audit committee financial expert; enhances audit quality, controls, and risk oversight.
- Independence and attendance: Independent under NYSE rules; 100% attendance across Board/committee meetings in 2024; Board and Audit met 7x each, signaling engagement.
- Alignment mechanisms: Equity component (RSUs with deferral and options) fosters long‑term alignment; robust director ownership guidelines; anti‑hedging/anti‑pledging policy.
- Board structure and governance: Independent Chair, executive sessions of independent directors, committee independence, enhanced anti‑overboarding.
- Shareholder support signal: 2024 say‑on‑pay approval ~92%, indicating broad investor support for compensation governance.
-
Potential risk indicators (monitored/mitigated)
- Time commitments: Active public‑company CEO concurrently serving as VLTO director; mitigated by VLTO’s anti‑overboarding cap (one additional board for public‑company executives).
- Related‑party oversight: Formal policy mandates pre‑approval/annual review of related‑person transactions by Nominating & Governance; ongoing independence assessments.
-
Compensation (director) mix signal
- 2024 total $269,369 comprised of cash ($105,000) plus equity (RSUs $81,859; options $82,510), consistent with VLTO’s design to weight director pay toward equity while maintaining simplicity and transparency.
-
Clawback and broader governance
- Company maintains rigorous clawback policy (expanded in 2025 beyond SEC requirements to cover misconduct/reputational harm and time‑based and performance‑based awards for Section 16 officers), reinforcing pay discipline at the executive level.
Overall, Kambeyanda’s audit expertise, perfect attendance, and independence support board effectiveness; his concurrent ESAB CEO role is within VLTO’s overboarding limits and should be monitored for time/attention conflicts, with current governance policies providing meaningful safeguards.