| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 11, 2022, Vontier Corporation (the “Company”) appointed Anshooman Aga as Senior Vice President and Chief Financial Officer of the Company effective August 29, 2022. Mr. Aga will succeed David Naemura who will stay through January 1, 2023 to assist with the transition and work on special projects.
Mr. Aga, age 47, was previously Senior Vice President and Chief Financial Officer (CFO) of Harsco Corporation, a global provider of environmental solutions for industrial and specialty waste streams (NYSE: HSC) (from August 2021 through August 2022). Prior to joining Harsco Corporation, Mr. Aga was the Executive Vice President and Chief Financial Officer (CFO) of Cubic Corporation, a transportation and defense corporation. He joined Cubic in July 2017 as Executive Vice President and assumed the role of CFO in October 2017. In this role, Mr. Aga was responsible for all aspects of Cubic’s financial strategies, processes and operations, including corporate development, risk management, investor relations, real estate, and global manufacturing, procurement and IT. Prior to joining Cubic, Mr. Aga served at AECOM, a multinational engineering firm (NYSE: ACM), from June 2015 to July 2017, where he was senior vice president and chief financial officer of their multi-billion-dollar Design and Consulting Services business in the Americas. He also held a series of financial leadership positions at Siemens, a multinational industrial manufacturing company, from July 2006 to May 2015, including chief financial officer of the Energy Automation business based in Nuremburg, Germany, in addition to similar financial roles for Siemen’s Rail Electrification and TurboCare business units.
In connection with his employment, Mr. Aga will receive the following compensation:
| | • | | Annual base salary of $625,000 |
| | • | | Eligibility to participate in the Company’s annual incentive plan prorated for his start date at a target award of 100% base salary |
| | • | | One-time cash sign-on payment in the amount of $600,000 |
| | • | | One-time sign-on restricted stock unit grant in the amount of $1,500,000 to be made in November 2022 with two-year ratable vesting |
| | • | | Annual equity award of 240% of base salary to be made in February 2023 |
| | • | | $10,000 annual cash stipend for financial services and counseling |
The above description of the Mr. Aga’s letter agreement is not complete and is qualified in its entirety by reference to the text of the agreement, which is filed with this report as Exhibit 10.1.
David Naemura, the Company’s current Senior Vice President, Chief Financial Officer, will transition out of his role as SVP, Chief Financial Officer of the Company, effective August 29, 2022, and will remain employed by the Company through January 1, 2023. Mr. Naemura’s transition is by mutual agreement with the Company and is unrelated to Vontier’s quarterly financial results or any disagreement with the Company over its accounting principles, practices or financial disclosures
Mr. Naemura has entered into a transition agreement with the Company, which specifies the terms of his continuing employment during the transition period. In connection with Mr. Naemura’s continued employment through January 1, 2023 and in recognition of his transition and special projects support during that time, all of the restricted stock units that Mr. Naemura holds as of his separation date will vest at that time, while Mr. Naemura’s other equity awards will vest in accordance with their existing terms. Mr. Naemura will continue to receive his base salary while he is employed by the Company and will be eligible to receive his annual cash incentive bonus calculated using his bonus target (125% of base salary) and the actual 2022 company financial factor to be paid out in March 2023.
