Karen C. Francis

About Karen C. Francis

Karen C. Francis (age 62) is Vontier’s independent Chair of the Board and has served as a director since September 2020. She is a Senior Advisor to TPG Capital and an independent director for private/VC-backed companies including CelLink and Nauto; she also holds a CERT Certificate in Cybersecurity Oversight (NACD, 2021). She currently serves on the board of Polestar (NASDAQ: PSNY), where she chairs the Compensation Committee and sits on the Nominating & Governance Committee. At Vontier, she is independent under NYSE rules and leads the Board as independent Chair.

Past Roles

External Roles

Board Governance

• Role and independence: Vontier separates Chair/CEO; Francis serves as independent Chair, sets agendas with the CEO/Corporate Secretary, presides over Board and executive sessions, and liaises between directors and management/committees.
• Committees: Member, Nominating & Governance Committee; member, Capital Deployment Advisory Group (CDAG). Not on Audit or the Compensation & Management Development Committee.
• Attendance: In 2024, all directors attended >90% of Board and committee meetings; Francis met this threshold.
• Anti-overboarding: Policy limits directors to serving on no more than three other public company boards.
• ESG and risk oversight: Nominating & Governance oversees ESG disclosure and coordination; Audit Committee oversees cybersecurity; ERM process reviewed regularly by Board/committees.

Fixed Compensation

• Director compensation policy (non-employee):

  • $100,000 annual cash retainer (can elect RSUs under Director Deferred Compensation Plan).
  • Annual equity award target $175,000 in RSUs, vesting at the earlier of one year or immediately prior to next annual meeting (deferral available).
  • Chair retainers: Board Chair receives $92,500 additional cash retainer and $92,500 additional equity (RSUs or a split with options) on top of standard amounts.
  • Committee retainers: Audit Chair $25,000; Comp Chair $20,000; Nominating Chair $15,000; CDAG Chair $20,000; non-chair members: Audit $15,000, Comp $10,000, Nominating $7,500, CDAG $10,000.

• Karen C. Francis – 2024 actual director pay: | Component | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $211,458 | | Stock Awards (ASC 718 grant-date fair value; includes deferred equity elections) | $261,747 | | Total | $473,205 |

• Elections/deferrals: Directors may elect to take retainers as RSUs; in 2024 Francis elected to defer her annual stock award (RSUs).

Performance Compensation

• Director equity awards are time-based RSUs (and, for Board Chair, additional RSUs or split with options); they vest at the earlier of one year after grant or immediately prior to the next annual meeting; no performance metrics apply to director equity.

Other Directorships & Interlocks

No related-party transactions involving Francis were disclosed in the 2025 proxy; the Nominating & Governance Committee administers the Related Person Transactions Policy.

Expertise & Qualifications

• Governance/leadership: Former CEO/Chair (Publicis & Hal Riney; AcademixDirect), lead independent director experience (Telenav), multiple public boards, and current independent Board Chair at Vontier.
• Automotive/transportation and technology: Executive roles at Ford and GM; board service at Polestar; tech strategy and venture oversight background.
• Cybersecurity oversight: CERT Certificate in Cybersecurity Oversight (NACD, 2021).
• Capital deployment and portfolio: Member of Vontier’s Board-formed Capital Deployment Advisory Group.

Equity Ownership

• Pledging/hedging: Directors are prohibited from pledging company stock and from hedging transactions; policy applies to non-employee directors.

Fixed vs Performance Mix (Director Policy Context)

Governance Assessment

• Strengths

  • Independent Board Chair with deep governance and automotive/tech experience; clear delineation between Chair and CEO roles enhances oversight.
  • Strong committee structure with clear risk oversight (Audit: cybersecurity/ERM; Nominating: ESG/governance) and annual self-assessments.
  • High director engagement: >90% attendance across Board/committees in 2024.
  • Ownership alignment: 5x retainer ownership guideline; directors (including Francis) compliant as of year-end 2024; prohibitions on pledging/hedging.
  • Anti-overboarding policy (≤3 other public boards) helps manage time/attention risk; Francis appears within limits given current disclosed roles.

• Watch items / potential conflicts

  • External affiliations: Senior Advisor to TPG and multiple external board/advisory roles warrant ongoing monitoring for potential related-party exposure; none disclosed for Francis in 2025 proxy, and the Board maintains a formal Related Person Transactions Policy overseen by Nominating & Governance.
  • Interlocks: No compensation committee interlocks disclosed involving Francis; compensation committee interlocks/insider participation were negative for Vontier’s Comp Committee in 2024 (i.e., none).

• Investor signaling

  • Strong say-on-pay support (96.4% in 2024) suggests market confidence in governance and pay alignment, indirectly reflecting well on overall board oversight.
  • Chair retainer delivered as a mix of cash/equity and option availability (policy) aligns directors with long-term shareholder value; Francis elected to defer equity, reinforcing alignment.

Director Compensation (Structure and 2024 Actuals)

Potential Conflicts & Related Party Exposure

• Policy framework: Related Person Transactions Policy requires Nominating & Governance Committee review and approval; ongoing transactions reviewed annually.
• Disclosures: No related-party transactions involving Francis are disclosed in the 2025 proxy.

Independence, Attendance & Engagement

• Independence: Francis is an independent director under NYSE rules and serves as independent Board Chair.
• Attendance: All directors, including Francis, attended >90% of Board/committee meetings in 2024.
• Executive sessions: Independent Chair presides over executive sessions of non-management and independent directors.

Committee Assignments (as of April 11, 2025)

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay support: 96.4% approval, indicating strong shareholder backing for compensation program and, by extension, confidence in Board oversight.
• Shareholder engagement: Outreach to holders representing ~67% of outstanding shares over the prior twelve months (context for governance responsiveness).

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited for directors; mitigates misalignment risk.
• Overboarding: Policy limit of ≤3 other public boards; Board monitors compliance.
• Related-party transactions: None disclosed for Francis; Policy in place and administered by Nominating & Governance.
• Attendance: No low-attendance concerns (>90% for all directors).

Stock Ownership Guidelines (Directors)

• Requirement: 5x annual retainer; compliance confirmed for all non-employee directors as of Dec 31, 2024.

Notes on Insider Trading/Ownership

• Beneficial ownership: Francis beneficially owned 101,140 shares as of Apr 2, 2025 (includes 43,940 options exercisable within 60 days), representing less than 1% of outstanding.
• Pledging/hedging prohibitions and insider trading policy apply to directors.

Summary Implications for Investors

• Board effectiveness is strengthened by an independent Chair with deep operating, automotive/tech, and governance credentials, high engagement, and strong ownership alignment practices.
• No disclosed related-party transactions or interlocks involving Francis; robust policies (recoupment for executives, pledging/hedging bans, anti-overboarding) further mitigate governance risk.
• Director compensation appears market-aligned with a balanced mix of cash and equity and appropriate Chair/committee retainers; Francis’s deferral of equity enhances alignment.