01—Abstract
Summary
Summary of the 8-K filed November 3, 2025. Cited figures are marked; the original filing is the authoritative source.
Veralto Corporation (NYSE: VLTO) filed a Form 8-K on November 3, 2025 to announce the appointment of Kimberly Y.
(Kim) Chainey as Senior Vice President and Chief Legal Officer, effective December 1, 2025. Chainey, age 50, most recently served as Executive Vice President, Chief Legal Officer and Corporate Secretary at AptarGroup, Inc., where she oversaw global legal affairs from July 2020 until November 2025. She reports to President and CEO Jennifer L.
Honeycutt. The filing describes this as a leadership appointment in the legal function rather than a financial disclosure, and it contains no financial results, guidance, or operating metrics. The offer letter, dated September 25, 2025 and filed as Exhibit 10.1, sets out compensation of a $600,000a annual base salary, a target bonus of 75% of base salary, a $400,000 one-time sign-on cash award, and a one-time sign-on equity award with a target value of $3.5 million granted in March 2026.
The sign-on awards are partly intended as a make-whole payment for compensation she may forfeit by leaving AptarGroup. She also receives an annual equity award with a target value of $1.0 millionb, granted in March 2026 and split among performance stock units, stock options, and restricted stock units. The company and Chainey will enter into the Company's standard indemnification agreement.
The company issued a press release on November 3, 2025 (Exhibit 99.1) announcing the appointment. That release furnishes the information under Item 7.01 and states that it is not deemed filed for Exchange Act Section 18 purposes. The release describes Veralto as a provider of essential water and product quality solutions with annual sales of over $5 billionc and nearly 17,000 associates.
02—Key points
Key Highlights
- Kimberly Y. Chainey appointed Senior Vice President and Chief Legal Officer, effective December 1, 2025, reporting to CEO Jennifer L. Honeycutt
- Chainey previously served as Executive Vice President, Chief Legal Officer and Corporate Secretary at AptarGroup, Inc. from July 2020 until November 2025
- Base salary of $600,000 with a target annual bonus of 75% of base salary
- One-time sign-on cash award of $400,000, plus a sign-on equity award with a target value of $3.5 million granted in March 2026
- Annual equity award with a target value of $1.0 million, split 50% performance stock units, 25% stock options, and 25% restricted stock units
- Part of the sign-on awards is a make-whole payment for compensation Chainey may forfeit by leaving AptarGroup
- Press release issued November 3, 2025 (Exhibit 99.1) announces the appointment and is furnished, not filed, under Item 7.01
03—Questions
Frequently Asked Questions
Who is the new Chief Legal Officer and what is her background?
Kimberly Y. (Kim) Chainey, age 50, joins from AptarGroup, Inc., where she was Executive Vice President, Chief Legal Officer and Corporate Secretary. Before that she was Vice President and General Counsel of Panasonic Avionics Corporation and held senior legal roles at Morgan Lewis, The Hershey Company, and Avis Budget Group, Inc. The filing says she has more than 20 years of experience advising executives and boards.
When does the appointment take effect?
The appointment is effective December 1, 2025. Chainey will report to President and Chief Executive Officer Jennifer L. Honeycutt.
What compensation will the new Chief Legal Officer receive?
Her offer letter provides a $600,000 annual base salary, eligibility for the annual incentive plan with a 75% target bonus, a $400,000 one-time sign-on cash award payable on the first normal payroll date after the effective date, a $3.5 million target-value sign-on equity award granted in March 2026, and a $1.0 million target-value annual equity award also granted in March 2026.
Are the sign-on awards meant to replace compensation she is giving up?
In part. The filing states that a portion of the one-time sign-on awards is intended as a make-whole payment for compensation from her previous position that she may forfeit as a result of joining Veralto.
Is the press release about the appointment part of the SEC filing?
The press release is attached as Exhibit 99.1 and is furnished under Item 7.01. The filing states that this information is not deemed filed for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless specifically referenced.
04—Continue