Gloria R. Boyland
VontierAbout Gloria R. Boyland
Gloria R. Boyland, age 64, has served as an independent director of Vontier since October 2020, and currently chairs the Nominating & Governance Committee and serves on the Audit Committee . She is a former Corporate Vice President of Operations & Service Support at FedEx, recognized with a FedEx Corporate Five Star Award for service quality transformation, bringing deep expertise in operational cost reduction, process improvement, and logistics technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation (NYSE: FDX) | Corporate Vice President, Operations & Service Support | Through Jan 2020 | Led operational cost reduction, technology innovation, service quality; Five Star Award for Service Quality Index transformation |
| FedEx Corporation | Staff Vice President, Service Experience Leadership | 2004–2015 | Customer experience leadership |
| Chesapeake Energy Corporation (NYSE: CHK) | Director | Dec 2016–Jan 2021 | Audit; Nominating & Governance Committees |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| United Natural Foods, Inc. (NYSE: UNFI) | Director | Since Jan 2021 | Chair, Nominating & Governance; Member, Compensation; Technology Innovation; Financial Advisory (since Dec 2024) |
| Aurora Innovation, Inc. (NASDAQ: AUR) | Director | Since Mar 2023 | Audit; Nominating & Corporate Governance |
| Memphis Brooks Museum | Board member | Current | — |
| Teach For America | Sponsor | Current | — |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee Chair .
- Independence: Audit and Nominating & Governance committees determined independent under NYSE and SEC rules .
- Attendance: In 2024, all directors attended more than 90% of Board and committee meetings; Board met six times and acted by unanimous written consent seven times .
- Leadership structure: Independent Chair (Karen C. Francis) with separate Chair and CEO roles; executive sessions chaired by the independent Chair; independent directors meet in executive session at least annually .
- Anti-overboarding: Directors limited to service on three other public company boards; Boyland’s current public boards (UNFI, AUR) plus VNT are within limits .
- ESG and risk oversight: Nominating & Governance coordinates ESG oversight and disclosure; Audit oversees ERM and cybersecurity with quarterly reviews; CIO updates; no material cybersecurity incidents disclosed as of proxy date .
Fixed Compensation
| Component | Amount/Policy | 2024 Amount for Boyland |
|---|---|---|
| Annual cash retainer | $100,000; payable in cash and/or RSUs via election under the Non-Employee Directors’ Deferred Compensation Plan | Included in fees |
| Committee chair fee (Nominating & Governance) | $15,000 (chair) | $15,000 |
| Audit Committee member fee | $15,000 (non-chair member) | $15,000 |
| Total fees earned/paid in cash | Sum of fixed retainers | $130,000 |
| Director deferral election | May elect to receive retainers as RSUs; distributions may be deferred | Elected to defer annual stock award |
Performance Compensation
| Equity Element | Design | 2024 Detail for Boyland |
|---|---|---|
| Annual equity award | Target $175,000 in RSUs; vest earlier of 1-year from grant or immediately prior to next annual meeting | Stock awards $171,150 (grant-date fair value under ASC 718) |
| Board Chair equity (not Boyland) | Additional $92,500 (options+RSUs or RSUs only) | Not applicable |
Compensation mix signal: For 2024, Boyland’s equity comprised ~$171,150 vs. $130,000 cash fees, indicating equity at ~57% of total director pay (171,150 ÷ 301,150), aligning director interests with shareholders .
Other Directorships & Interlocks
| Company | Sector Overlap/Interlock Consideration |
|---|---|
| UNFI | Grocery wholesale and retail supply chain; governance roles suggest broad exposure to retail operations. No specific related-party transactions disclosed in proxy; Vontier maintains a Related Person Transactions policy administered by Nominating & Governance . |
| Aurora Innovation | Autonomous driving technology; potential thematic overlap with mobility ecosystem, but no disclosed business dealings with Vontier in proxy . |
Expertise & Qualifications
- Operational and logistics transformation at global scale; experience in service quality, customer experience, and operations technology innovation at FedEx .
- Board governance and committee leadership experience (UNFI chair of Nominating & Governance; Vontier chair of Nominating & Governance; member of Audit) .
- Recognized for service quality improvement impact (FedEx Five Star Award) .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (shares) | 47,425 shares (includes options to acquire 13,930 shares) |
| % of shares outstanding | ~0.032% (47,425 ÷ 148,320,144; shares outstanding as of Apr 2, 2025) |
| Options (exercise window) | Options to acquire 13,930 shares included in beneficial ownership calculation per SEC rules (exercisable within 60 days counted for holder’s percentage) |
| Ownership guidelines | Directors required to hold 5x annual cash retainer; all directors were in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors; no pledging of Vontier common stock permitted |
Governance Assessment
- Strengths:
- Independent director; committee chair on Nominating & Governance and member of Audit—positions central to board effectiveness, ESG oversight, and risk management .
- Strong attendance (>90% in 2024), indicating engagement and reliability .
- Balanced director pay with majority equity, plus ownership guideline compliance; prohibitions on hedging and pledging reinforce alignment .
- Anti-overboarding policy and current board load consistent with best practice, mitigating capacity risk .
- Watch items:
- External roles at UNFI and Aurora create thematic exposure to retail supply chains and autonomous tech; maintain oversight for any future related-party transactions—policy requires Nominating & Governance review and approval .
- No specific director-related party transactions disclosed in the proxy’s policy section; continue monitoring future filings for any new items .
Context: Shareholders supported Vontier’s executive pay program with 96.4% approval at the 2024 annual meeting, a positive governance backdrop; Compensation Committee engages an independent consultant (Pearl Meyer) and maintains robust clawback, ownership, and risk controls for executives .