Maryrose Sylvester
VontierAbout Maryrose Sylvester
Independent director at Vontier since March 2021; age 59 as of the 2025 proxy. Background includes 30+ years at General Electric leading GE Lighting, GE Intelligent Platforms, and GE Current, and serving as U.S. Managing Director and U.S. Head of Electrification at ABB Group (2019–2020). Education: BS in Procurement & Production Management (Bowling Green State University, 1987) and MBA (Cleveland State University, 1993). The Board has determined she is independent, and her expertise spans industrial transformation, engineering product development, energy storage, and EV charging.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABB Group | U.S. Managing Director; U.S. Head of Electrification | Jun 2019–Aug 2020 | Led U.S. operations across electrification; technology, robotics, power, automation |
| General Electric (GE) | President & CEO, GE Lighting; GE Intelligent Platforms; GE Current | 30+ years at GE; specific dates not disclosed | Led global product/engineering; digital power services; industrial automation |
| GE (early career) | Global Sourcing/Supply Chain (Budapest, Global) | Not disclosed | Progressed through sourcing leadership roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Harley-Davidson (NYSE: HOG) | Director | Since 2016 | Chair, Human Resources; Member, Nominating & Corporate Governance; Sustainability & Safety |
| Waste Management (NYSE: WM) | Director | Since Mar 2021 | Member, Management Development & Compensation; Nominating & Governance |
| Flex (NASDAQ: FLEX) | Director | Since Sep 2022 | Member, Compensation & People Committee |
| Clarios (Private) | Director | Since Jul 1, 2021 | Board member (private energy storage) |
Board Governance
| Item | Detail |
|---|---|
| Current VNT Committees (as of Apr 11, 2025) | Compensation & Management Development (Member); Nominating & Governance (Member) |
| Prior VNT Committees (2024 proxy) | Audit (Member); Nominating & Governance (Member) |
| Independence | Board determined Sylvester is independent under NYSE/Exchange Act rules for both Compensation and Nominating committees |
| Attendance | In 2024, all directors attended >90% of aggregate Board and committee meetings on which they served |
| Meeting cadence | 2024: Board met 6x; Audit 7x; Compensation 5x; Nominating 3x |
| Governance structure | Separate Chair/CEO; independent Chair; majority voting; anti-overboarding policy (limit of three other public boards) |
| Related party oversight | Nominating & Governance Committee administers Related Person Transactions Policy |
| Compensation interlocks | None; no insider participation or interlocks reported for Compensation Committee in 2024 |
Fixed Compensation
| Component (Directors) | Amount/Terms |
|---|---|
| Base annual retainer (non-employee directors) | $100,000; payable in cash and/or RSUs via prior-year election under Directors’ Deferred Compensation Plan |
| Annual equity award | Target $175,000 in RSUs; vests on earlier of 1-year from grant or immediately prior to next annual meeting; distribution may be deferred |
| Committee member retainers | Audit: $15,000; Compensation: $10,000; Nominating: $7,500 (non-chair members) |
| Committee chair retainers | Audit Chair: $25,000; Compensation Chair: $20,000; Nominating Chair: $15,000 |
| Board Chair incremental | Annual retainer $92,500 and equity award $92,500 (options/RSUs or RSUs) |
| Maryrose Sylvester – 2024 Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts earned for 2024 | $120,417 | $171,150 | $291,567 |
Performance Compensation
| Equity Award Design (Directors) | Metric/Terms |
|---|---|
| RSUs (annual director grant) | Time-based; target value $175,000; vest earlier of first anniversary or immediately prior to next annual meeting |
| Deferral elections | Directors may elect to receive retainers in RSUs and defer distribution under Deferred Compensation Plan |
| Stock option use (directors) | Board Chair may elect 50/50 options/RSUs or RSUs only for incremental $92,500 award; non-employee directors otherwise receive RSUs |
No director performance-based metrics (e.g., revenue/EBITDA) are tied to director pay; awards are time-based RSUs per policy.
Other Directorships & Interlocks
| Potential Interlocks | Note |
|---|---|
| Multiple public boards | HOG, WM, FLEX; meets Vontier’s anti-overboarding limit of three other public company boards |
| Related party transactions | No specific director-related transactions disclosed; oversight via Nominating & Governance Committee |
Expertise & Qualifications
- Industrial transformation, engineering product development, energy storage, EV charging; significant public board service .
- Skills highlighted by Board include technology/innovation, operations/project delivery, executive leadership, global experience; used to guide businesses through portfolio transformation .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Apr 2, 2025) | 24,986 shares; percent of outstanding marked “*” (less than 1%) |
| Ownership guidelines | Directors: 5.0x annual cash retainer (must meet within five years of appointment) |
| Compliance status | All non-employee directors were in compliance as of Dec 31, 2024 (or within allowed time) |
| Pledging/hedging | Company prohibits pledging and hedging by executive officers; director-specific hedging/pledging not stated in proxy highlights |
Governance Assessment
- Strengths: Independent director with deep operational and product development credentials; active on Compensation and Nominating & Governance (core oversight of pay, talent, ESG, and conflicts policy), and >90% attendance in 2024—supports board effectiveness and reliability.
- Alignment: Receives standard mix of cash and time-based RSUs; subject to 5x retainer ownership guidelines; beneficial ownership disclosed and directors reported in compliance—reasonable alignment without complex performance schemes that could bias oversight.
- Controls/conflicts: Nominating & Governance administers related party policy; Compensation Committee reports no interlocks; separate Chair/CEO and majority voting structure further de-risk governance.
- Watch items: External board workload at the company policy limit (three other public boards) merits monitoring for capacity, though Vontier’s anti-overboarding policy explicitly permits this level. No director-specific related-party transactions disclosed in the proxy.