Vijay P. Sankaran
About Vijay P. Sankaran
Independent Class I director at Veralto (VLTO) since 2024; age 51. Background spans senior technology leadership: Vice President and Chief Digital and Information Officer at Johnson Controls International PLC since January 2025 (previously Chief Technology Officer from May 2021 to December 2024), with earlier technology transformation roles at TD Ameritrade and Ford Motor Company. Education not disclosed in the proxy. Core credentials emphasize digital product innovation and technology management aligned to Veralto’s portfolio and strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veralto Corporation | Independent Director (Class I) | Since 2024; appointed July 12, 2024 | Audit Committee member; participates in financial reporting, internal controls, compliance, and risk oversight |
| Johnson Controls International PLC | VP & Chief Digital and Information Officer | Since Jan 2025 | Leads enterprise digital and information strategy; prior CTO with focus on product software engineering and digital platform solutions |
| TD Ameritrade | Technology leadership roles | Not disclosed | Led technology transformation initiatives (details not specified) |
| Ford Motor Company | Technology leadership roles | Not disclosed | Led technology transformation initiatives (details not specified) |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| None (public company boards) | — | — | No current other public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member; not a chair (Audit Committee Chair: John T. Schwieters) .
- Independence: Board has affirmatively determined Sankaran is independent under NYSE standards .
- Attendance and engagement: 100% attendance at Board and applicable committee meetings during his period of service in 2024; Board held 7 meetings (Audit 7; Compensation 4; Nominating & Governance 6) .
- Governance practices: Separate Chair/CEO with independent Chair; robust stock ownership guidelines; comprehensive clawback; anti-hedging/anti-pledging policies; annual say‑on‑pay vote .
| 2024 Board Activity | Value |
|---|---|
| Board meetings (#) | 7 |
| Attendance (Board and committees) | 100% |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 26,250 |
| Committee Chair Fees | 0 (not a chair) |
| Meeting Fees | Not disclosed (program structured via retainers) |
| Notes | Appointment effective July 12, 2024 (pro-rated cash) |
Performance Compensation
- Veralto’s non‑management director pay is not tied to performance formulas; equity is delivered via annual options (fully vested at grant) and RSUs (time‑based vesting), reflecting alignment—not performance metrics. No director performance metrics disclosed .
| Equity Elements (2024) | Grant Date Fair Value ($) | Vesting |
|---|---|---|
| RSUs | 81,859 | Vest by the earlier of 1 year or immediately prior to next annual meeting; shares deferred until death or 7 months post‑retirement |
| Stock Options | 82,510 | Fully vested at grant |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None | — | None disclosed |
Expertise & Qualifications
- Board-disclosed skills and qualifications include: Global/International, Product Quality & Innovation (Segment), Digital, Sustainability, Corporate Strategy/Capital Allocation/M&A, Product Innovation, Finance, Branding/Marketing .
- Audit Committee member; Board states 75% of Audit Committee are financial experts (Sankaran not listed as the “financial expert,” but committee composition meets NYSE standards) .
Equity Ownership
| Beneficial Ownership (as of March 5, 2025) | Shares (#) | Percent of Class (%) | Notes |
|---|---|---|---|
| Vijay P. Sankaran | 2,005 | <1% | Includes options to acquire 2,005 shares |
| Director Equity Awards Outstanding (as of Dec 31, 2024) | Count (#) |
|---|---|
| Stock Options (fully vested) | 2,005 |
| Unvested RSUs | 842 |
| Insider Transactions (Form 4) | Date | Type | Securities (#) | Source |
|---|---|---|---|---|
| RSU acquisition (grant/other) | 2025‑07‑15 | Award/Acquisition | 818 | |
| TipRanks summary reference | 2025‑07‑17 | Uninformative Buy | 818 |
Ownership alignment policies and restrictions:
- Director stock ownership guideline: beneficially own shares equal to at least 5x annual cash retainer within 5 years of initial election/appointment; RSUs count; stock options do not count .
- Anti‑hedging/anti‑pledging: directors prohibited from hedging and from pledging shares (except pre‑policy pledges) .
- No pledging or hedging by Sankaran is disclosed in the proxy’s beneficial ownership and related person sections .
Governance Assessment
- Strengths: Independent director; Audit Committee service; 100% meeting attendance; no other public boards—reduces external conflicts; rigorous ownership guidelines and anti‑hedge/pledge policies; clawback expanded beyond SEC requirements; strong shareholder support on say‑on‑pay (92% in 2024) .
- Potential watch items:
- Limited current beneficial ownership (<1%), primarily options, with modest RSU count—monitor progression toward 5x retainer guideline over the 5‑year compliance window (by July 2029) .
- As a relatively new director (appointed July 12, 2024), continued observation of engagement across audit risk areas (cybersecurity, compliance, climate) is warranted given committee remit .
Related‑party/Conflicts: No related‑party transactions or conflict disclosures regarding Sankaran; Board confirms independence; Nominating & Governance Committee oversees related person transactions policy .
Shareholder policy context: Annual say‑on‑pay with 92% approval in 2024, and governance enhancements (declassification proposal, removal of supermajority) signal board responsiveness; oversight frameworks for enterprise risk, cybersecurity, compliance, and sustainability are formalized in committee charters and Board processes .