CEO total compensation of approximately $14.8 million is broadly in line with benchmarks for a CEO at a $21 billion industrials company, and the prior year say-on-pay vote received 93% support — well above the 70% threshold that would require a response. Pay structure is strong: 90.2% of the CEO's target pay is variable or performance-based (far exceeding the 50-60% policy minimum), with long-term equity making up the largest portion and incorporating rigorous metrics including 3-year relative total shareholder return versus the S&P 500 and a return on invested capital modifier. While Veralto's stock has lagged its sector peers over 3 years, the variable pay structure — including performance share awards that pay out based on relative stock performance — appropriately links executive outcomes to shareholder experience, and there is no evidence of above-benchmark incentive pay being awarded despite poor performance. The company also maintains a robust clawback policy that was expanded in 2025 beyond SEC requirements.

Ernst & Young has served as Veralto's auditor since the company's separation from Danaher in 2023, giving it approximately 3 years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (audit-related fees of $400k plus tax fees of $1,200k) total $1,600k against audit fees of $8,750k, a ratio of roughly 18%, comfortably below the 50% threshold. EY is a Big 4 firm appropriate for a $21 billion market-cap company. No restatement concerns are present.