Thomas L. Williams
About Thomas L. Williams
Thomas L. Williams (age 66) is an independent Class III director of Veralto (VLTO) since 2023 and serves as Chair of the Compensation Committee . He is the former Executive Chairman (2023) and CEO (2015–2022) of Parker Hannifin, with prior senior operating roles at Parker and earlier management roles at General Electric . He also serves on Sherwin-Williams’ board and sits on its compensation committee, bringing deep executive compensation and governance expertise to Veralto .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker Hannifin Corporation | Executive Chairman | Jan 2023–Dec 2023 | Oversight of motion & control businesses; CEO succession continuity |
| Parker Hannifin Corporation | Chairman of the Board | Jan 2016–Dec 2022 | Board leadership during multi-year operating cycle |
| Parker Hannifin Corporation | Chief Executive Officer & Director | Feb 2015–Dec 2022 | Led global industrial and aerospace operations |
| Parker Hannifin Corporation | EVP & Operating Officer | 2006–Jan 2015 | Responsibility for Aerospace, Engineered Materials, Filtration, Instrumentation, Asia Pacific, Strategic Pricing |
| Parker Hannifin Corporation | VP Operations (Hydraulics); President, Instrumentation Group | 2003–2006 | Segment operations leadership |
| General Electric Company | Management positions | Pre-2003 (dates not disclosed) | Diversified manufacturing management experience |
External Roles
| Company | Role | Tenure | Committee/Notes |
|---|---|---|---|
| Sherwin-Williams | Director | Since Jul 2023 | Compensation Committee member |
| Chart Industries, Inc. | Director | 2008–2019 | Global industrial gas and clean energy equipment; committees not specified |
| Goodyear Tire & Rubber Co. | Director | Feb 2019–Apr 2024 | Auto industry oversight; committees not specified |
Board Governance
- Independence: The Board affirmatively determined Williams is independent under NYSE standards; he has no disqualifying relationships with Veralto beyond board service .
- Committee assignments: Compensation Committee Chair; not listed as Audit or Nominating member .
- Attendance and engagement: 100% attendance at all Board and committee meetings in 2024; Board met 7 times; Compensation Committee met 4 times in 2024 .
- Compensation Committee charter highlights: Oversees executive officer compensation, incentive plans and equity plans, CD&A, stock ownership compliance, shareholder advisory vote results, and consultant independence; members are independent under NYSE and Rule 10C-1 .
Fixed Compensation
| 2024 Non-Management Director Compensation (VLTO) | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Thomas L. Williams | 125,000 | 81,859 | 82,510 | 289,369 |
| 2024 Director Cash Retainers (Structure) | Amount ($) |
|---|---|
| Board Chair | 150,000 |
| Audit Committee Chair | 25,000 |
| Compensation Committee Chair | 20,000 |
| Nominating & Governance Chair | 15,000 |
Key program features for directors:
- Annual director equity awards and Board Chair equity retainers are split 50/50 between stock options and RSUs; options are fully vested at grant; RSUs vest at the earlier of one year from grant or immediately prior to the next annual meeting, with share delivery deferred until death or seven months post-board retirement .
Performance Compensation
- No performance-based pay is disclosed for non-management directors; equity awards (options/RSUs) are time-based, with options fully vested at grant and RSUs vesting per the policy above .
- As Compensation Chair, Williams oversees executive compensation frameworks that include clawbacks, multi-metric incentives, and equity-heavy pay for executives, but directors’ compensation remains primarily retainer plus time-based equity .
Other Directorships & Interlocks
| Entity | Relationship | Notes |
|---|---|---|
| Sherwin-Williams | Current public company directorship | Compensation Committee member; paints/coatings sector; no Veralto related-party transaction disclosed |
| Chart Industries | Prior public company directorship | 2008–2019; clean energy/industrial gas equipment |
| Goodyear Tire & Rubber | Prior public company directorship | Feb 2019–Apr 2024; auto sector |
- Related-party transactions: Veralto’s policy requires Nominating & Governance Committee review/approval of related person transactions; no specific related-person transactions involving Williams are disclosed; independence affirmed .
Expertise & Qualifications
- Skills matrix: Global/International; Digital; Product Innovation; Sustainability; Corporate Strategy, Capital Allocation & M&A; Public Company CEO/President .
- Board statement: Deep executive compensation and governance expertise from multi-company board service; significant CEO and operational leadership experience valuable to Veralto .
Equity Ownership
| Beneficial Ownership (as of Mar 5, 2025) | Shares (#) | Percent of Class (%) | Notes |
|---|---|---|---|
| Thomas L. Williams | 4,306 | * (less than 1%) | Includes options to acquire 3,595 shares |
| Equity Holdings (as of Dec 31, 2024) | Count (#) |
|---|---|
| Stock Options (aggregate) | 3,595 |
| Unvested RSUs (aggregate) | 842 |
Ownership alignment policies:
- Non-management directors must beneficially own Veralto shares equal to at least 5x annual cash retainer within five years; beneficial ownership includes RSUs but excludes unexercised options .
- Anti-pledging: Directors and executive officers are prohibited from pledging Veralto shares (subject to legacy exceptions); pledged shares do not count toward ownership requirements .
- Anti-hedging: Directors and employees are prohibited from short sales and derivative hedging on Veralto securities; only plan-granted instruments permitted .
Governance Assessment
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Strengths:
- Independence and 100% attendance support high board effectiveness and investor confidence .
- As Compensation Chair, Williams oversees robust compensation governance: independent committee, no-fault clawback policy expanded in 2025 to cover misconduct and reputational harm beyond restatements, and independent consultant usage for director pay (FW Cook) .
- Director pay features equity-heavy mix with deferral mechanics, aligning interests with long-term shareholders .
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Oversight and process:
- Board and committee annual evaluations include individual director self-assessments and executive sessions to act on results—indicative of active governance and continuous improvement .
- Clear stock ownership requirements for directors, with anti-pledging/hedging controls reinforcing alignment .
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Potential risks/RED FLAGS:
- None disclosed specific to Williams: independence affirmed; no related-party transactions identified; no hedging/pledging permitted under policy .
- External board service at Sherwin-Williams implies additional time commitments; however, current proxy does not indicate overboarding concerns or attendance issues (100% attendance in 2024) .
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Context for investors:
- Veralto’s director compensation is capped under the Omnibus Plan ($800,000 annual limit per non-management director across cash and equity), mitigating pay escalation risk; FW Cook advises on market practices .
- Committee cadence (Compensation 4 meetings, Audit 7, Nominating 6) points to structured oversight; Williams’ Compensation Committee role is central to executive pay design and alignment .