J. Darrell Thomas
VontierAbout J. Darrell Thomas
J. Darrell Thomas, age 64, is an independent director of Vontier (VNT) who joined the Board in June 2024 and serves on the Audit Committee; the Board has designated him an “audit committee financial expert.” He brings deep corporate finance, capital markets, risk management, and investor relations experience from senior roles at Harley-Davidson, PepsiCo, and a 19-year banking career; externally he chairs the Audit Committee of British American Tobacco plc and serves on Dorman, Inc.’s Audit, Compensation, and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harley-Davidson, Inc. | Interim Chief Financial Officer | Jul 2020 – Sep 2020 | Senior finance leadership during transition |
| Harley-Davidson Financial Services, Inc. | Chief Financial Officer | Jan 2018 – Jun 2020 | Led HDFS finance |
| Harley-Davidson, Inc. | Vice President & Treasurer | Jun 2010 – Apr 2022 | Capital markets/treasury leadership |
| PepsiCo, Inc. | Vice President & Assistant Treasurer | ~7 years | Corporate finance |
| Commerzbank Securities; Swiss Re New Markets; ABN Amro; Citicorp/Citibank | Various capital markets/corporate finance roles | 19-year banking career | Capital markets execution |
External Roles
| Organization | Role | Start | Committees/Impact |
|---|---|---|---|
| British American Tobacco plc | Non-executive director; Audit Committee Chair | Joined 2020; Audit Chair Apr 2024 | Chairs audit oversight |
| Dorman, Inc. | Director | 2021 | Audit; Compensation; Nominating & Corporate Governance member |
Board Governance
- Committee assignment: Audit Committee member; Board determined Thomas is an SEC “audit committee financial expert” and independent under NYSE and Exchange Act Section 10A(m)(3) .
- Attendance and engagement: In 2024, the Board met six times, Audit Committee met seven, Compensation five, Nominating three; all directors attended >90% of Board + committee meetings .
- Board leadership and independence: Chair and CEO roles are separated; an independent Chair (Karen C. Francis) leads executive sessions of non‑management/independent directors .
- Ownership alignment: Non‑employee directors must hold stock equal to 5x annual cash retainer within five years; all non‑employee directors were in compliance as of Dec 31, 2024 .
- Overboarding guardrail: Policy limits service on other public company boards to three; Audit Committee confirms no member serves on more than three public company audit committees .
- Capital oversight: Member of the Capital Deployment Advisory Group (non‑standing Board group) focused on financial affairs; CDAG membership includes Thomas .
Fixed Compensation
- Policy structure (non‑employee directors):
- Annual cash retainer: $100,000 .
- Annual equity RSU target: $175,000; RSUs vest at the earlier of 1-year from grant or immediately prior to the next annual meeting; distribution may be deferred under the Non‑Employee Directors’ Deferred Compensation Plan .
- Committee retainers: Audit member $15,000; Audit Chair $25,000; Compensation member $10,000; Compensation Chair $20,000; Nominating member $7,500; Nominating Chair $15,000; CDAG member $10,000; CDAG Chair $20,000 .
- Directors may elect to receive retainers in cash or RSUs under the deferred compensation plan; deferrals accounted for under ASC 718 and shown in “Stock Awards” .
| 2024 Director Compensation (Thomas) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $68,750 |
| Stock Awards (grant date fair value under ASC 718) | $170,080 |
| Total | $238,830 |
Performance Compensation
| Equity Feature | Quantitative Detail |
|---|---|
| Annual RSU grant (non‑employee directors) | Target $175,000; time‑based vest at earlier of 1 year from grant or immediately prior to next annual meeting |
| Director retainer election | Cash in quarterly installments or RSUs equal to retainer value; may defer distribution under deferred plan |
| Clawback/recoupment framework (executives; governance signal) | Committee must recoup incentive comp after restatement; may recoup gains from equity within specified windows; policy aligns with NYSE/SEC rules |
Note: Non‑employee director equity is time‑based RSUs without performance metrics; RSUs and director retainer elections are key alignment mechanisms .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict Notes |
|---|---|---|---|
| British American Tobacco plc | Director; Audit Chair | Audit (Chair) | Separate industry; monitor workload vs. Vontier audit commitments; within overboarding guardrails |
| Dorman, Inc. | Director | Audit; Compensation; Nominating & Corporate Governance | Automotive aftermarket exposure; monitor for any supplier/customer overlaps; committee independence noted |
Expertise & Qualifications
- Corporate finance, capital markets, risk management, and investor relations experience underpinning audit oversight and strategic guidance .
- SEC “audit committee financial expert” designation affirms technical accounting/audit competency .
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Common Stock Beneficially Owned | 5,370 shares |
| % of Shares Outstanding | <1% (per proxy convention for directors) |
| Ownership Guidelines (directors) | 5x annual retainer; includes RSUs, vested/held PSUs, EDIP notional shares; excludes unexercised options/unvested PSUs |
| Compliance Status (as of 12/31/2024) | All non‑employee directors in compliance or within allotted time to comply |
| Pledging/Hedging | Pledging prohibited for directors; hedging (short sales/derivatives) prohibited; awards under stock plan excepted |
Governance Assessment
-
Positives and investor confidence signals:
- Independent director with audit committee financial expert designation; assignment to Audit Committee strengthens financial oversight .
- Strong attendance culture (all directors >90%); frequent committee meetings reflect active oversight (Audit 7x; Comp 5x; Nom 3x) .
- Clear alignment mechanisms: director stock ownership requirements (5x retainer), RSU grants with deferral, and prohibitions on pledging/hedging .
- Board governance quality: independent Chair, executive sessions, majority voting, anti‑overboarding, no excise tax gross‑ups, no single‑trigger CIC, no option repricing .
- Broad capital deployment engagement via CDAG membership indicates focus on disciplined capital allocation .
- High 2024 say‑on‑pay support (96.4%) suggests shareholder confidence in compensation governance .
-
Watch items and potential RED FLAGS:
- Board/committee workload: simultaneous service on three audit committees (Vontier, BAT chair, Dorman member) is at policy limits; time commitment risk warrants monitoring, though the proxy states no Audit Committee member serves on more than three audit committees (i.e., compliant) .
- Industry overlap: Dorman’s automotive aftermarket exposure overlaps broadly with Vontier’s mobility ecosystem; monitor for any future related‑party transactions—oversight administered under the Related Person Transactions Policy .
Overall, Thomas’ deep finance and risk credentials, independence, and audit leadership across multiple boards are governance positives for Vontier’s board effectiveness, with workload and industry overlap areas to monitor rather than immediate concerns .