David M. Foulkes
VontierAbout David M. Foulkes
Independent director of Vontier since March 2023; age 63. Currently CEO and director of Brunswick Corporation (NYSE: BC) since January 2019; previously Brunswick’s Chief Technology Officer and President, Brunswick Marine Consumer Solutions after joining in 2007 (led Mercury Marine product development for 10 years and has overseen Mercury Racing since 2012). Earlier career includes 18 years at Ford Motor Company in progressively responsible roles. Core credentials: global operations, manufacturing, technology/innovation, engineering/product development, executive leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brunswick Corporation (NYSE: BC) | Chief Executive Officer and Director | CEO since Jan 2019 | Led enterprise as CEO; previously CTO and President, Brunswick Marine Consumer Solutions, overseeing innovation and consumer solutions |
| Mercury Marine (Brunswick) | Head of Product Development | 10 years | Product development leadership; advanced marine technology programs |
| Mercury Racing (Brunswick) | Oversight Responsibility | Since 2012 | Performance engineering and racing programs oversight |
| Ford Motor Company | Various assignments | 18 years | Progressive responsibilities across engineering/operations |
External Roles
| Company | Role | Exchange/Ticker | Notes |
|---|---|---|---|
| Brunswick Corporation | CEO and Director | NYSE: BC | Active operating CEO; external board seat; brings technology/manufacturing expertise |
Board Governance
- Independence: The Board has determined Mr. Foulkes is independent for committee service under NYSE and SEC rules. He serves on the Compensation and Management Development Committee and the Nominating and Governance Committee.
- Committees (as of April 11, 2025): Compensation and Management Development (Member); Nominating and Governance (Member).
- Attendance and engagement: In 2024, the Board met six times; all directors attended more than 90% of Board and applicable committee meetings. Audit met seven times; Compensation met five; Nominating/Governance met three. Executive sessions are held following regular Board meetings; independent directors meet in executive session at least annually.
- Board structure and governance practices: Independent Chair; majority voting in uncontested elections; anti-overboarding policy (limit of three other public boards); committee oversight of cybersecurity and ESG.
| Governance Metric | Detail |
|---|---|
| Director since | March 2023 |
| Independence | Independent (NYSE/SEC definitions) |
| 2024 Board meetings | 6 |
| 2024 attendance | >90% of Board and committee meetings for all directors |
| Committees | Compensation and Management Development (Member); Nominating & Governance (Member) |
| Executive sessions | After regular meetings; independent directors at least annually |
| Anti-overboarding | Limit of three other public boards |
Fixed Compensation
Policy framework (non-employee directors):
- Annual cash retainer: $100,000 (electable as cash or RSUs via Directors’ Deferred Compensation Plan).
- Annual equity grant: $175,000 in RSUs; vest on the earlier of first anniversary or immediately prior to next annual meeting.
- Committee retainers: Audit Chair $25,000; Compensation Chair $20,000; Nominating/Gov Chair $15,000; CDAG Chair $20,000. Members: Audit $15,000; Compensation $10,000; Nominating/Gov $7,500; CDAG $10,000.
- Board Chair: additional $92,500 cash retainer plus $92,500 equity (RSUs or split between options/RSUs).
| 2024 Director Compensation (Actual) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 113,125 |
| Stock Awards (grant-date fair value, RSUs) | 171,150 |
| Total | 284,275 |
Notes:
- Deferral elections: Boyland and Francis deferred their annual stock awards; Eatroff deferred 100% of cash fees and stock awards. No deferral election disclosed for Foulkes.
Performance Compensation
Directors are not subject to performance-based pay metrics; equity is time-based RSUs.
- Annual RSU grant target: $175,000; vesting upon the earlier of first anniversary or immediately prior to next annual meeting.
- Options: Only Board Chair may receive option grants as part of chair equity; not applicable to Foulkes.
| Director Equity Structure | Vesting/Metric |
|---|---|
| Annual RSUs ($175,000 target) | Time-based; vest earlier of 1-year or before next AGM (no performance conditions) |
| Options (Chair only) | Chair may elect split; otherwise not applicable to Foulkes |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Brunswick Corporation (CEO and director) |
| Compensation committee interlocks | None; during 2024 no Vontier executive served on another company’s board/comp committee creating interlocks, and all Compensation Committee members (incl. Foulkes) were non-employees. |
| Overboarding policy | Directors limited to three other public company boards; Foulkes appears within policy limits. |
Expertise & Qualifications
- Technology/innovation leadership; engineering and product development; deep manufacturing and global operations experience from Brunswick and Ford.
- Executive leadership credentials as an operating CEO, relevant to portfolio transformation and strategic oversight at Vontier.
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned | 12,415 (less than 1%) |
| Shares outstanding (record date 4/2/2025) | 148,320,144 |
| Ownership as % of shares outstanding | ~0.0084% (12,415 / 148,320,144) |
| Director stock ownership guideline | 5x annual retainer; all non-employee directors were compliant as of 12/31/2024 |
| Pledging policy | Prohibits pledging of company stock by directors |
| Hedging policy | Prohibits short sales/derivative transactions by directors (outside of plan awards) |
Governance Assessment
- Board effectiveness and engagement: Independent director with relevant operating CEO experience; committee service on Compensation and Nominating/Governance aligns with his background; attendance above 90% supports engagement.
- Independence and conflicts: Determined independent for committee service; related person transactions would be subject to formal review under the Board’s Related Person Transactions Policy; no specific related-party transactions involving Foulkes are presented in this proxy.
- Ownership alignment: Holds VNT equity and, as of year-end 2024, directors were in compliance with robust 5x retainer ownership guidelines; pledging and hedging are prohibited, supporting shareholder alignment.
- Compensation mix: 2024 compensation balanced between cash and equity with an equity tilt (RSUs), consistent with market norms and alignment objectives; no performance-based equity for directors, reducing incentive misalignment risk.
- Shareholder signals: 2024 say-on-pay approval of 96.4% indicates broad investor support for compensation governance at Vontier.
Red flags to monitor
- Active operating CEO + outside directorship: While within anti-overboarding limits, monitor time commitment and potential situational conflicts (e.g., overlapping supplier ecosystems) given dual roles; any related-party dealings would require disclosure under policy.
- No director performance hurdles: Director equity is time-based RSUs; ensure board evaluation and refresh processes continue to underpin accountability.
- Cyber/ESG oversight: Ensure continuing engagement on committee oversight areas (Audit for cybersecurity; Nominating/Gov for ESG), given evolving risk landscape.