Walter G. Lohr, Jr.
About Walter G. Lohr, Jr.
Walter G. Lohr, Jr., age 81, is an independent Class II director of Veralto and has served on the Board since 2023; he is Chair of the Nominating and Governance Committee . A retired partner of global law firm Hogan Lovells (retired 2012) and former Assistant Attorney General for the State of Maryland, Lohr brings deep legal and transactional expertise—including mergers and acquisitions, contests for corporate control, and securities offerings—supported by decades of public company board service at Danaher (1983–2024) across audit, compensation, and nominating and governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hogan Lovells | Partner (retired) | Retired in 2012 | Advised on M&A, capital raising, and corporate control; global legal/regulatory expertise |
| State of Maryland | Assistant Attorney General | Not disclosed (prior to 2012) | Government/legal perspective; regulatory insight |
| Danaher Corporation | Director | 1983–2024 | Served on Audit, Compensation, and Nominating & Governance; extensive transactional oversight |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Current public company boards | None | — | Proxy lists “Other Public Directorships: None” for Lohr |
| Danaher Corporation | Director | 1983–2024 | Prior long-tenured director; committee experience at DHR |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; not listed as member of Audit or Compensation in current roster .
- 2024 attendance: 100% of directors attended all Board and committee meetings; Board met 7 times, Audit 7, Compensation 4, Nominating & Governance 6 .
- Independence: Board affirmatively determined Lohr is independent under NYSE standards; independent Chair of the Board (Linda Filler) presides over executive sessions .
- Nominating & Governance remit includes board composition, director compensation recommendations, succession planning, related person transactions oversight, annual self-assessments, risk oversight support, director education, and sustainability program oversight .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Base cash for non-management directors (as implied by peers’ fees earned) |
| Nominating & Governance Chair retainer | $15,000 | Committee chair fee per compensation structure |
| Total cash fees (Lohr) | $120,000 | Reported in Director Summary Compensation Table |
Performance Compensation
| Equity Awards (2024) | Amount | Structure |
|---|---|---|
| Stock awards (RSUs) | $81,859 | Grant-date fair value under ASC 718; priced at closing price on grant date (discounted for no dividends pre-vesting) |
| Option awards | $82,510 | Grant-date fair value under Black-Scholes; options fully vested at grant |
| Total equity value (2024) | $164,369 | RSUs + options |
| Total compensation (cash+equity) | $284,369 | Reported total for Lohr |
| Award Feature | Detail |
|---|---|
| RSU vesting | Earlier of first anniversary of grant or date immediately prior to next annual meeting; shares delivered at earlier of death or first day of seventh month after retirement from Board |
| Options vesting | Fully vested on grant |
| Valuation assumptions (options) | 7.0-year life, risk-free rate 4.13% (typical 2024 grants), volatility 33.74%, dividend yield 0.37% |
Performance metrics tied to director compensation: None disclosed—director equity is service/time-based rather than performance-based .
Other Directorships & Interlocks
| Company | Relationship | Dates/Status | Notes |
|---|---|---|---|
| Danaher Corporation | Prior public board | 1983–2024 | Prior interlock; Lohr no longer a DHR director in 2025 proxy |
| Veralto board composition | Multiple directors with DHR ties | Ongoing | Company risk factor notes potential conflicts due to equity interests in or ties to Danaher among some Veralto directors (e.g., Filler, Schwieters, King, Comas). Lohr previously served on DHR board but is currently independent at VLTO |
Expertise & Qualifications
- Corporate strategy, capital allocation, M&A; government/legal/regulatory expertise .
- Transactional legal depth across M&A, control contests, and securities offerings; strategic resource for Veralto’s acquisition program .
Equity Ownership
| Ownership (as of March 5, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Beneficially owned (Lohr) | 133,928 | * | Includes options to acquire 3,595 shares and 130,333 shares held indirectly in a trust |
| Unvested RSUs (as of Dec 31, 2024) | 842 | — | Director RSUs outstanding |
| Stock options outstanding (as of Dec 31, 2024) | 3,595 | — | Options outstanding; options reported as fully vested |
Director stock ownership guidelines: Non-management directors must beneficially own shares equal to at least 5× their annual cash retainer within five years; beneficial ownership includes RSUs and shares held directly/indirectly, excludes unexercised options . Anti-pledging policy prohibits pledging of Veralto shares by directors; hedging policy prohibits short sales and derivatives with respect to Veralto securities .
Governance Assessment
- Positive signals: Independent status affirmed; 100% attendance in 2024; chairs Nominating & Governance overseeing director evaluations, succession planning, related person transactions, and sustainability—supports board effectiveness and investor alignment .
- Alignment: Director ownership guidelines (5× retainer), anti-pledging and anti-hedging policies, and equity-based director pay (RSUs with deferred delivery; options fully vested at grant) strengthen alignment and risk controls .
- Potential conflict watchpoint: Company discloses potential or perceived conflicts from Danaher ties among several directors (equity interests and roles). Lohr’s long prior DHR board tenure is noted, but he currently holds no other public board seats and is deemed independent at Veralto; continued board oversight via related-person policy and N&G Committee (which he chairs) mitigates risk .
- Compensation reasonableness: Lohr’s 2024 cash fees ($120,000) reflect standard retainer plus N&G chair fee; equity split between RSUs and options is within program norms and capped by the Omnibus Plan’s $800,000 annual limit for director compensation .
RED FLAGS (none disclosed specific to Lohr in cited materials)
- Monitor Danaher-related interlocks across the board for potential perceived conflicts in transactions and strategy allocation .
- No pledging or hedging permitted; any violation would be a material red flag, but none are disclosed in the cited sections .