Christopher J. Klein
VontierAbout Christopher J. Klein
Independent director of Vontier since December 2020; age 61. Former CEO and Executive Chairman of Fortune Brands Home & Security with deep public-company operating and corporate strategy experience; prior roles at Bank One, McKinsey, and in commercial banking at ABN/AMRO and First Chicago. Currently serves on boards of Thor Industries (since Dec 2017) and W.W. Grainger (since Dec 2023). At Vontier, Klein chairs the Compensation & Management Development Committee; the Board reports all directors attended >90% of meetings in 2024, and Klein is deemed independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune Brands Home & Security, Inc. | CEO (2010–Jan 2020); Executive Chairman (through Dec 2020) | 2010–2020 | Took company public via 2011 spin-off; led corporate strategy and transformation . |
| Fortune Brands, Inc. | Corporate strategy, business development, operational positions | 2003–2010 | Senior leadership in strategy and operations prior to FBHS spin-off . |
| Bank One Corporation | Strategy and operating positions | Pre-2003 | Key strategy roles at a major financial institution . |
| McKinsey & Company | Partner (Chicago office) | ~8 years | Management consulting; strategic advisory background . |
| ABN/AMRO and First Chicago | Commercial banking | Early career | Financial services operating experience . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Thor Industries (NYSE: THO) | Director | Since Dec 2017 | Nominating; “Compensation and Developments” committees (as disclosed) . |
| W.W. Grainger, Inc. (NYSE: GWW) | Director | Since Dec 2023 | Not specified in proxy . |
Board Governance
- Committee assignments: Chair, Compensation & Management Development; member, Capital Deployment Advisory Group (CDAG) .
- Independence: Board determined Klein (and all Compensation Committee members) independent under NYSE and Rule 10C-1; all directors attended >90% of Board and committee meetings in 2024 .
- Board leadership: Independent Chair (Karen C. Francis) with regular executive sessions of non-management and independent directors; directors meet in executive session following regularly scheduled Board meetings .
- Risk oversight: Committees oversee financial, compensation, and governance/ESG risks; Audit Committee oversees cybersecurity with regular updates and annual full Board review .
Fixed Compensation
Policy structure for non-employee directors:
- Annual cash retainer: $100,000 (cash and/or RSUs per director election) .
- Annual equity grant (RSUs): $175,000 target value; vests on first anniversary or immediately prior to next annual meeting .
- Chair/committee retainers: Compensation Chair $20,000; Audit Chair $25,000; Nominating Chair $15,000; CDAG Chair $20,000; non-chair members: Audit $15,000; Compensation $10,000; Nominating $7,500; CDAG non-chair $10,000 .
2024 compensation for Klein:
| Component | FY 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 134,375 |
| Stock Awards (grant-date fair value) | 171,150 |
| Total | 305,525 |
Notes:
- Directors may elect to receive retainers in RSUs and defer distribution under the Directors’ Deferred Compensation Plan .
Performance Compensation
- No performance-based equity for directors disclosed; annual director RSUs are time-based with one-year vesting keyed to the annual meeting cycle. No bonus metrics or options tied to director performance are disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Sector Relevance to Vontier | Potential Interlocks/Conflicts |
|---|---|---|
| Thor Industries | RV OEM; limited direct overlap with Vontier’s connected mobility/retail fueling tech | No related-person transactions involving Klein disclosed in proxy; Board administers a Related Person Transactions Policy via Nominating & Governance Committee . |
| W.W. Grainger | Industrial/MRO distribution; indirect adjacency to Vontier channel customers | No related-person transactions involving Klein disclosed in proxy; policy oversight in place . |
Expertise & Qualifications
- Extensive public-company leadership as CEO and Executive Chairman; corporate strategy and capital allocation experience; prior banking and consulting background .
- Compensation governance leadership as Vontier Compensation Committee Chair; committee oversight includes executive pay decisions, stock ownership policy compliance, and shareholder engagement on compensation .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Christopher J. Klein | 36,530 | Includes options to acquire 9,040 shares; individual percentage is less than 1% of outstanding . |
Ownership alignment and policies:
- Stock ownership requirement: Directors must hold 5x annual cash retainer; unvested PSUs do not count; RSUs count. Company states all non-employee directors were in compliance as of Dec 31, 2024 (or within permitted time to comply) .
- Pledging/hedging: Prohibited for directors; short sales and derivative transactions banned except awards under the stock plan .
Governance Assessment
- Strengths: Independent committee leadership; high attendance; robust stock ownership requirements; explicit prohibitions on pledging/hedging; active shareholder engagement (outreach to holders of ~67% of outstanding shares) .
- Compensation oversight: Committee engages an independent consultant (Pearl Meyer); no compensation committee interlocks; annual risk assessment of compensation programs .
- Signals: 2024 say-on-pay approval at 96.4% indicates strong investor support for compensation governance; positive alignment signal under Klein’s committee leadership .
- RED FLAGS: None disclosed specific to Klein. No related-party transactions involving Klein are presented; the proxy outlines the policy but does not list transactions in that section. Continued monitoring warranted for potential supplier/customer overlaps given external boards, but no conflicts disclosed .