Robert L. Eatroff
VontierAbout Robert L. Eatroff
Robert L. Eatroff, age 59, has served as an independent director of Vontier since March 2021. He is Executive Vice President, Global Corporate Development and Strategy at Comcast Corporation (since January 2016) and previously spent more than 20 years at Morgan Stanley’s investment banking division, including as Managing Director and Head of M&A—Americas, bringing deep capital allocation and M&A expertise to Vontier’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast Corporation | EVP, Global Corporate Development & Strategy | Jan 2016–present | Leads corporate development and M&A; strategic initiatives |
| Morgan Stanley | Investment Banking Division; Managing Director; Head of M&A—Americas | ~20+ years (prior to 2016) | Lead advisor on major M&A; held multiple leadership roles |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in Vontier’s proxy biography for Mr. Eatroff |
Board Governance
| Committee/Group | Role | Status/Notes |
|---|---|---|
| Audit Committee | Member | Board determined all Audit members (including Eatroff) are independent under NYSE and Exchange Act Section 10A(m)(3); Audit met 7 times in 2024; typically meets in executive session each regular meeting |
| Compensation & Management Development | — | Not a member |
| Nominating & Governance | — | Not a member |
| Capital Deployment Advisory Group (CDAG) | Chair | Non-standing advisory group aiding Board oversight of financial affairs; members include Francis, Gafinowitz, Klein, Morelli, Thomas |
- Independence: Audit Committee disclosure affirms independence of members, including Eatroff, under NYSE/Exchange Act standards .
- Attendance: In 2024, all directors attended more than 90% of Board and applicable committee meetings; Board met six times and acted by unanimous written consent seven times .
- Executive sessions: Audit Committee typically meets in executive session at each regularly scheduled meeting .
- Anti-overboarding: Company policy limits service on other public boards to three (supports director capacity control) .
Fixed Compensation
| Component | Amount | Structure/Terms |
|---|---|---|
| Annual Director Cash Retainer | $100,000 | Payable in cash and/or RSUs via annual election under Non-Employee Directors’ Deferred Compensation Plan |
| Annual Equity Award (RSUs) | $175,000 target value | Vests on earlier of first anniversary of grant or immediately prior to next annual meeting; may be deferred |
| Audit Committee Member Retainer | $15,000 | Annual retainer; non-chair members |
| CDAG Chair Retainer | $20,000 | Annual retainer for chair of Capital Deployment Advisory Group |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert L. Eatroff | — | 306,553 | 306,553 |
- Deferral election: Mr. Eatroff elected to defer 100% of his cash fees and annual stock award into RSUs under the Non-Employee Directors’ Deferred Compensation Plan; deferred RSUs are reported in the Stock Awards column under ASC 718 .
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director equity | None disclosed; annual director equity is time-based RSUs (not PSUs) |
| RSU vesting | Earlier of one year from grant or immediately prior to next annual meeting |
| Deferral | Directors may defer retainer and equity into RSUs; Eatroff deferred 100% in 2024 |
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction Exposure |
|---|---|---|
| Comcast Corporation | Executive Vice President (not a director) | No related-party transactions with Vontier disclosed; Nominating & Governance Committee administers related person transactions policy |
Expertise & Qualifications
- Capital allocation & M&A leadership; strategy and portfolio transformation; capital allocator credentials .
- Technology/innovation exposure; finance/accounting/IR experience; global/international experience .
- CDAG chair role underscores capital deployment oversight experience relevant to Vontier’s financial affairs .
Equity Ownership
| Metric | Apr 2, 2024 | Apr 2, 2025 |
|---|---|---|
| Shares Beneficially Owned | 40,635 | 49,545 |
| Options included in ownership | Not specified for 2024 | Includes options to acquire 6,920 shares |
| Ownership % of outstanding | “*” less than 1% | “*” less than 1% |
| Director stock ownership guideline | 5× annual cash retainer (directors) | 5× annual cash retainer (directors) |
Governance Assessment
- Board effectiveness: Eatroff contributes significant M&A and capital allocation expertise; serves on the Audit Committee and chairs the CDAG, aligning skills with oversight of financial reporting, risk, and capital deployment .
- Independence & engagement: Independence affirmed; >90% meeting attendance in 2024; Audit operates with regular executive sessions, indicating robust oversight cadence .
- Alignment signals: 100% deferral of cash and equity into RSUs concentrates his compensation in equity and defers liquidity—strong “skin-in-the-game” signal for a non-employee director .
- Compensation structure: Director pay mix is balanced (cash retainer plus time-based RSUs); no director performance metrics or options typical for non-chair roles; chairs may receive additional retainers; no changes to non-employee director pay since going public (except CDAG retainers added in Dec 2022), suggesting discipline against pay inflation .
- Potential conflicts: No related party transactions disclosed; company maintains formal Related Person Transactions Policy administered by Nominating & Governance Committee .
- RED FLAGS: None disclosed regarding related-party transactions, low attendance, or compensation anomalies; anti-overboarding and majority vote policies further mitigate governance risk .