Form: DEF 14A

Definitive proxy statements

April 21, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under § 240.14a-12

FORTIVE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 


2025

 

Proxy

Statement

 

and Notice of Annual

Meeting of Shareholders

 

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We compete for

shareholders.

We believe in prioritizing

trust, sustainability, and positive

impact to create long-term value

for all of our stakeholders, including

our shareholders, our employees, our

customers and our communities.

Customer success inspires our innovation.

We believe our most important breakthroughs are the ones that help

our customers succeed, and we strive

to break down barriers and forge new

paths to world-changing innovations

to move our customers forward.

Kaizen is our way of life.

We know we can always

do and be better. Our

commitment to continuous

improvement, grounded in

our Fortive Business System

Inspires us to approach our

work with curiosity. We are

always growing and learning.

We build extraordinary teams for extraordinary results.

We believe we are more together, and we
all have something unique to offer as we
come together to solve problems no
one could solve alone, committed
to a strong and inclusive culture.

Our Values

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FORTIVE CORPORATION

6920 Seaway Blvd

Everett, WA 98203

Notice of 2025 Annual Meeting of Shareholders

 

 

 

 

 

 

 

 

 

ITEMS OF BUSINESS

 

BOARD RECOMMENDATION

 

PAGE

 

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When:

June 3, 2025 at

3:00 p.m., PDT.

 

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Items of Business:

5 proposals as listed here

 

Date of Mailing:

The date of mailing of this

Proxy Statement is on or

about April 21, 2025.

 

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Who Can Vote:

Shareholders of Fortive’s

common stock at the

close of business on

April 7, 2025.

 

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Virtual-Only Meeting:

The 2025 Annual Meeting

of Shareholders will be

held in a virtual-only

meeting format.

 

Where:

www.virtualshareholder

meeting.com/FTV2025

1.
To elect the nine director nominees named in the Proxy Statement, each for a one-year term expiring at the 2026 annual meeting and until his or her respective successor is duly elected and qualified.

 

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FOR

 

9

2.
To approve on an advisory basis Fortive’s named executive officer compensation.

 

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FOR

 

42

3.
To approve the amendment and restatement of the 2016 Stock Incentive Plan to extend the term of the plan.

 

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FOR

 

85

4.
To ratify the appointment of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2025.

 

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FOR

 

93

5.
To act upon a shareholder proposal regarding special shareholder meetings.

 

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AGAINST

 

96

YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

Most shareholders have a choice of voting in advance over the Internet, by telephone or by using a traditional proxy card or voting instruction form. You may also vote during the annual meeting by following the instructions available on the meeting website during the meeting. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

The rules and procedures applicable to the 2025 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available at the 2025 Annual Meeting for shareholders of record at www.virtualshareholdermeeting.com/FTV2025. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit questions and receive technical support during the virtual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON June 3, 2025:

The Notice of Internet Availability, Notice of Annual Meeting, Proxy Statement and the Annual Report are available at: http://www.proxyvote.com.

By Order of the Board of Directors,

 

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Daniel B. Kim

Secretary

April 21, 2025

 

 


 

Table of Contents

 

Proxy Summary

 

2

 

Proposal 2: Advisory Vote on

Executive Compensation

 

42

About Fortive

 

2

 

Fortive Business System

 

2

 

Compensation Discussion and Analysis

 

43

Financial Performance Highlights

 

2

 

What Guides Our Program

 

49

Separation

 

3

 

2024 Executive Compensation in Detail

 

55

Proxy Voting Roadmap

 

4

 

Other Practices, Policies & Guidelines

 

66

Proposal 1: Election of Directors

 

9

 

Compensation Committee Report

 

71

Directors

 

10

 

Executive Compensation Tables

 

72

Overview of Director Nominees

 

10

 

Pay Ratio Disclosure

 

80

Director Nominees

 

12

 

Pay vs. Performance

 

81

Corporate Governance

 

17

 

Equity Compensation Plan Information

 

84

Corporate Governance Overview

 

17

 

Proposal 3: approval of the amendment and restatement of the 2016 Stock Incentive Plan to extend the term of the plan

 

85

Corporate Governance Guidelines, Committee

 

18

 

Charters and Code of Conduct

 

 

 

Board Leadership Structure

 

18

 

Proposal 4: Ratification of Independent

Registered Public Accounting Firm

 

93

Risk Oversight

 

19

 

Director Independence

 

22

 

Audit Committee Matters

 

94

Board of Directors and Committees of the Board

 

23

 

Audit Committee Report

 

95

Director Nomination Process

 

28

 

Proposal 5: shareholder proposal regarding special shareholder meetings

 

96

Shareholder Engagement

 

31

 

Sustainability

 

33

 

Additional Information

 

99

Our Commitment to Sustainability

 

33

 

Annual Meeting Participation

 

99

Innovate for Impact

 

33

 

Outstanding Stock and Voting Rights

 

100

Empower Inclusive Teams

 

34

 

Voting Requirements with Respect to Each of the

 

101

Protect the Planet

 

34

 

Proposals Described in this Proxy Statement

 

 

Work & Source Responsibly

 

35

 

Ownership of Our Stock

 

104

Operate with Principle

 

35

 

Other Matters

 

106

Data Privacy

 

36

 

Shareholder Proposals for Next Year’s

 

106

ESG Governance

 

36

 

Annual Meeting

 

 

Human Capital Management

 

37

 

Appendix A Non-GAAP Financial Measures

 

A-1

Inclusive Growth Culture

 

37

 

Appendix B Amended and Restated Fortive Corporation Stock Incentive Plan

 

B-1

Business, Career Development, and Reward Systems

 

37

 

 

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Employee Experience and Communication

 

38

 

Certain Relationships and Related Transactions

 

39

 

Director Compensation

 

40

 

 

 

 

 

 

 

 

 

 

 


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About Fortive

Our Company

Fortive Corporation (“Fortive”) is a provider of essential technologies for connected workflow solutions across a range of attractive end markets. Our strategic segments—Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions—include well-known brands with leading positions in their markets. Our businesses design, develop, manufacture, and service professional and engineered products, software, and services, building upon leading brand names, innovative technologies, and significant market positions. We are headquartered in Everett, Washington and have a workforce of more than 18,000 research and development, manufacturing, sales, distribution, service, and administrative professionals in more than 50 countries around the world.

Fortive Business System

Our teams across our operating companies are united by our culture of continuous improvement – characterized by the high expectations, inclusion, humility, and transparency embodied in the Fortive Business System (“FBS”). This cultural foundation is reinforced by the rigor of our disciplined operating cadence. FBS enables us to operate our businesses with a focus on relentless execution, powered by our mindset and a set of tools consistently applied across our portfolio. We are committed to delivering on our financial commitments and engaging our leaders and teams to accelerate and sustain progress in every aspect of the business, including new product development and commercialization, sales and marketing, finance, human capital management, and sustainability. We are continually evolving FBS to meet the changing needs of our portfolio and incorporating new technology enablers, like artificial intelligence and machine learning, to drive faster growth, more productivity, and greater impact. The execution of our disciplined acquisition strategy is strengthened by the value FBS creates and is a critical component of how we achieve sustained results over time.

Financial Performance Highlights*

 

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* Adjusted EPS and Free Cash Flow are non-GAAP financial measures. For the definition of these non-GAAP financial measures and the reconciliation of such measures to the corresponding GAAP measures, please refer to “Non-GAAP Financial Measures” in Appendix A.

 

 

2 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Separation

On September 4, 2024, we announced our intention to separate the Precision Technologies segment business into a publicly traded company (the “Separation”). The Separation will create (i) a technology solutions company, retaining the Fortive name, with a portfolio of the brands currently operating under Fortive’s Intelligent Operating Solutions and Advanced Healthcare Solutions business segments, focused on resilient, high-quality recurring growth by delivering productivity and safety to customers, and (ii) a global technology company, named Ralliant, consisting of our brands currently operating under the Precision Technologies segment with a focus on precision instruments and highly engineered products essential for breakthrough innovation and aligned to powerful secular trends.

Sustainability Strategic Pillars

 

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FORTIVE CORPORATION 2025 PROXY STATEMENT 3


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Proxy Voting Roadmap

PROPOSAL 1: Election of Directors (page 9) >

Overview of Director Nominees

Our nine director nominees are comprised of current directors with a broad range of skills, background, and experience, which the Board of Directors (“Board”) believes contributes to the effective oversight of the Company. Additional details on board membership criteria are set forth on page 28 under “Corporate Governance – Director Nomination Process.”

 

 

Eric

Branderiz

Daniel

Comas

Sharmistha

Dubey

Rejji

Hayes

Wright

Lassiter

James

Lico

Kate

Mitchell

Gregory Moore

Jeannine

Sargent

 

 

 

 

 

 

 

 

 

 

 

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Skills and Attributes

 

 

 

 

 

 

 

 

Global Experience

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Senior Executive Leadership Experience

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Relevant Industry Experience

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Sustainability Experience

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Technology Management Experience

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Cybersecurity Experience

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Financial Literacy or Public Accounting Experience

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Human Capital Management Experience

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Mergers and Acquisition Experience

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Public Company Board Experience

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Legal and Corporate Governance Experience

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Capital Markets and Corporate Finance Experience

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Operational and Risk Management Experience

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img264516233_125.jpg Indicates Experienced img264516233_126.jpg Indicates Expertise

 

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4 FORTIVE CORPORATION 2025 PROXY STATEMENT


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PROPOSAL 2: Advisory Vote on Executive Compensation (page 42) >

2024 Compensation Mix (At Target)1

Our 2024 executive compensation program aligned compensation with the creation of long-term value for our shareholders. As shown below, the significant majority of our 2024 executive compensation was performance-based (including compensation that was dependent on performance of our stock price).

 

 

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(1)
Compensation reflects target grant values and may differ from values disclosed in the Summary Compensation Table. Percentages are rounded to the nearest whole number.

 

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FORTIVE CORPORATION 2025 PROXY STATEMENT 5


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PROPOSAL 3: approval of the amendment and restatement of the 2016 Stock Incentive Plan to extend the term of the plan (page 85) >

The Board is seeking shareholder approval of the Amended and Restated Fortive Corporation 2016 Stock Incentive Plan (the “Restated Plan”) to extend the term of the plan.

Fortive currently maintains the Fortive Corporation 2016 Stock Incentive Plan, as amended and restated (the “2016 Plan”), which our shareholders approved at the 2018 Annual Meeting of Shareholders. The 2016 Plan allows Fortive to issue equity awards to individuals that it wishes to recruit or retain as employees, directors, or consultants. Pursuant to its terms, the 2016 Plan is set to expire on July 2, 2026. The 2016 Plan is Fortive’s only equity compensation plan.

In February 24, 2025, upon the recommendation of the Compensation Committee, the Board of Directors approved and adopted the Restated Plan, subject to shareholder approval at the Annual Meeting, to renew the term of the 2016 Plan for ten years until February 24, 2035. The Restated Plan does not change any material provision of the plan except the plan term, nor does it increase the aggregate number of shares of our common stock which may be issued or used for awards granted under the 2016 Plan. As of April 7, 2025, 10,345,515 shares of our common stock, par value $0.01 per share, were available to be issued or used for awards granted under the 2016 Plan, and the closing price of a share of our common stock on the NYSE was $64.65.

A summary of the material terms of the Restated Plan, which are substantially similar to the current 2016 Plan, is set forth below and is qualified in its entirety by the full text of the Restated Plan, a copy of which is attached to this proxy statement as Appendix B. The Restated Plan will become effective as of the date of the Annual Meeting if approved by the shareholders, and will not become effective if shareholder approval is not received.

The Board believes that it is in the best interest of Fortive and its shareholders to approve this proposal so that Fortive can continue to use the Restated Plan to grant equity compensation to attract, retain and reward employees, directors, and consultants and closely align their interests with those of Fortive’s shareholders. If the shareholders do not approve this proposal, the Restated Plan will not become effective, Fortive’s ability to grant equity awards will be limited in the coming years as the 2016 Plan is currently scheduled to expire in 2026, and the Board will have to re-evaluate whether to propose alternatives, or alternative amendments, to the 2016 Plan or consider alternative means of incentivizing and compensating employees, directors, and consultants, such as through significant increases in other forms of compensation.

 

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6 FORTIVE CORPORATION 2025 PROXY STATEMENT


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PROPOSAL 4: Ratification of Independent Registered Public Accounting Firm (page 93) >

After careful consideration of the independence and performance of the Company’s independent registered public accounting firm, the Audit Committee believes that the continued retention of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. Consequently, the Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025.

 

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FORTIVE CORPORATION 2025 PROXY STATEMENT 7


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PROPOSAL 5: shareholder proposal regarding special shareholder meetings (page 96) >

The Board of Directors recommends that shareholders vote “AGAINST” the shareholder proposal for the following reasons:

Shareholders currently have a meaningful right to call a special meeting that balances the interests of our investors against potential abuse by shareholders with narrow, short-term interests;
The existing 25% special meeting ownership threshold is aligned with those of our peers and of S&P 500 companies;
The Company is committed to strong shareholder engagement, and provides several avenues for shareholders to meaningfully engage in Company affairs; and
The Company has robust corporate governance policies and practices in place that protect shareholder rights.

 

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8 FORTIVE CORPORATION 2025 PROXY STATEMENT


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PROPOSAL 1: Election of Directors

At the Annual Meeting, shareholders will be asked to elect Eric Branderiz, Daniel L. Comas, Sharmistha Dubey, Rejji P. Hayes, Wright L. Lassiter III, James A. Lico, Kate D. Mitchell, Gregory J. Moore, and Jeannine Sargent (each of whom has been recommended by the Nominating and Governance Committee, has been nominated by the Board and currently serves as a director of Fortive) to serve a one-year term until the 2026 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified.

Alan Spoon will not stand for re-election and will retire from our Board as of the 2025 Annual Meeting. Although as of the date of this Proxy Statement the number of directors is fixed at ten, the Board has adopted a resolution that, effective as of the retirement of Mr. Spoon at the 2025 Annual Meeting, the size of the Board will be reduced to nine directors.

In the event a nominee declines or is unable to serve, the proxies may be voted at the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this would occur.

 

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FORTIVE CORPORATION 2025 PROXY STATEMENT 9


 

Directors

Overview of Director Nominees

Our nine director nominees are comprised of current directors with a broad range of skills, background, and experience, which the Board believes contributes to the effective oversight of the Company. Additional details on board membership criteria are set forth on page 28 under “Corporate Governance – Director Nomination Process.”

 

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Eric

Branderiz

Daniel

Comas

Sharmistha

Dubey

Rejji

Hayes

Wright

Lassiter

James

Lico

Kate

Mitchell

Gregory Moore

Jeannine

Sargent

 

 

 

 

 

 

 

 

 

 

 

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Skills and Attributes

 

 

 

 

 

 

 

 

Global Experience

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Senior Executive Leadership Experience

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Relevant Industry Experience

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Sustainability Experience

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Technology Management Experience

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Cybersecurity Experience

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Financial Literacy or Public Accounting Experience

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Human Capital Management Experience

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Mergers and Acquisition Experience

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Public Company Board Experience

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Legal and Corporate Governance Experience

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Capital Markets and Corporate Finance Experience

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Operational and Risk Management Experience

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img264516233_125.jpg Indicates Experienced img264516233_126.jpg Indicates Expertise

 

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10 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Board Refreshment: Majority of the Board Appointed since 2020

 

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FORTIVE CORPORATION 2025 PROXY STATEMENT 11


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Director Nominees

We have included information as of the date of this Proxy Statement relating to each nominee for election as director, including his or her age, the year in which he or she became a director, his or her principal occupation, any board memberships at other public companies (to the extent required under Item 401(e)(2) of Regulation S-K) currently ("Other Current US Listed Public Company Directorships") and during the past five years, and the other experience, qualifications, attributes or skills that led the Board to conclude that he or she should continue to serve as a director of Fortive. Please see “Corporate Governance – Director Nomination Process” for a further discussion of the Board’s process for nominating Board candidates. In the event a nominee declines or is unable to serve, the proxies may be voted at the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this will occur.

 

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Background

Previously served as Executive Vice President and Chief Financial Officer of Enphase Energy, Inc., a publicly traded semiconductor and renewable energy technology company, from 2018 to 2022
Had also served as Vice President, Chief Accounting Officer and Corporate Controller of Tesla, Inc., an automotive and renewable energy company, from 2016 to 2018
Had also served in various senior roles, including as a Senior Vice President, Chief Accounting Officer and Corporate Controller of SunPower Corporation, from 2010 to 2016
Held various senior roles with Knowledge Learning Corporation, Spansion, Inc., and Advanced Micro Devices, in addition to the executive roles with Enphase Energy, Tesla, and SunPower Corporation, with oversight of global business operations and strategy, financial operations, business transformation, product development, commercial and service operations, logistics, supply chain, and procurement
Currently serves as a director of Cognizant Technology Solutions Corporation, an information technology services and consulting company, since 2023
Currently certified as a public accountant in California
Holds a bachelor’s degree from University of Alberta

Other Current US Listed Public Company Directorships

Cognizant Technology Solutions Corporation

Director Qualifications

Deep knowledge and experience with innovation and disruptive technology, hypergrowth, and the sustainable energy and semiconductor sectors
Extensive expertise in financial operations, accounting and financial reporting, mergers & acquisitions, capital markets, risk management, legal operations, and ESG
Extensive experience in business operations, innovative product development and strategy, business transformation, logistics, commercial operations, procurement, and supply chain

 

 

12 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Background

Previously served as Executive Vice President of Danaher Corporation, a global science and technology company, from April 2005 to December 2020, including as Chief Financial Officer through December 2018
Had served in various other roles at Danaher, including in roles with responsibilities over corporate development, treasury, finance and risk management after joining Danaher in 1991
Currently serves as an advisor to Danaher since 2019 and is an adjunct professor at Georgetown University
Currently serves as a director of Veralto Corporation, a water and product quality solutions company, since 2023
Holds a Bachelor’s degree in Economics from Georgetown University and a Master’s degree in Business Administration from Stanford University

Other Current US Listed Public Company Directorships

Veralto Corporation

Director Qualifications

Deep expertise in finance, strategy, corporate development, capital allocation, accounting, human capital management, and risk management
Through his extensive leadership experience at Danaher, direct understanding of the principles of the Fortive Business System and our culture of continuous improvement

 

 

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Background

Currently serves as the Chair of the Board of Fortive
Currently serves as an operating partner of Advent International LP, a global private equity firm, since 2022
Previously served as the Chief Executive Officer of Match Group, Inc., a publicly-traded provider of global dating products, from March 2020 to May 2022, overseeing growth for the portfolio of brands, including Tinder, Match, Meetic, OkCupid, Hinge, Pairs, PlentyOfFish, and OurTime
Had served in various other senior leadership positions at Match Group, Inc., including as Match Group’s President, Chief Operating Officer of Tinder, President of Match Group Americas, Chief Product Officer of Match, and Chief Product Officer and EVP of The Princeton Review after joining Match Group in 2016
Currently serves as a director of Naspers Limited, a technology investment company, and Prosus N.V., a global consumer internet group that is majority-owned by Naspers, since 2022
Holds an undergraduate degree in Engineering from the Indian Institute of Technology and a master’s degree in Engineering from Ohio State University

Other Current US Listed Public Company Directorships

Match Group, Inc.

Director Qualifications

Extensive experience and leadership in operation, innovative product development, competitive strategy and marketing in the technology industry
Extensive significant experience in governance, data privacy, cybersecurity, human capital management, scaling of new technologies into new markets, financial reporting, and execution of portfolio and investment strategies

 

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 13


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Background

Currently serves as Executive Vice President and Chief Financial Officer of CMS Energy Corporation, a publicly-traded electric and natural gas company, since 2017, overseeing the treasury, tax, investor relations, accounting, financial planning and analysis, internal audit services, supply chain, facilities, fleet, corporate safety, real estate, and mergers & acquisitions functions
Previously served as Chairman of the Board of EnerBank USA®, a nationwide provider of home improvement loans and former CMS Energy subsidiary
Had served as the Chief Financial Officer of ITC Holdings Corp, a publicly-traded electric transmission company, from 2014 to 2016, and as its Vice President, Finance and Treasurer from 2012 to 2014
Held strategy and financial leadership roles for Exelon Corporation, Lazard Freres & Co., and Bank of America Securities prior to joining ITC Holdings Corp.
Holds a bachelor’s degree from Amherst College and a master’s degree in business from Harvard Business School

Other Current US Listed Public Company Directorships

None

Director Qualifications

Strong knowledge of the power and energy sector
Extensive experience in finance, capital markets, accounting and financial reporting, valuation, mergers & acquisitions, risk management, ESG and regulatory matters, cybersecurity, and corporate governance
Significant expertise in structuring capital financing and executing investment and acquisition strategies

 

 

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Background

Currently serves as CEO of CommonSpirit Health, a private, integrated health system comprising more than 2,200 care sites in 24 states, since 2022
Serves as the chair of The American Hospital Association Board of Trustees, a national organization that represents America’s hospitals and health systems to advance health in America
Previously served as President and CEO of Henry Ford Health System, a $7 billion, private, not-for-profit health system comprised of six hospitals, a health plan and wide range of ambulatory and retail health services, from 2014 to 2022
Serves as a director of Quest Diagnostics, a publicly-traded diagnostic information services company, since 2020
Previously served as the lead independent director of DT Midstream, a publicly-traded energy company, from 2021 to 2023
Had also served as a Director of the Federal Reserve Bank of Chicago from 2018 to 2021

Other Current US Listed Public Company Directorships

Quest Diagnostics, Inc.

Director Qualifications

Extensive experience and leadership in healthcare services
Extensive experience in innovation, strategic planning, operation, and execution, corporate governance, ESG, human capital management, finance and community service

 

 

14 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Background

Currently serves as the Chief Executive Officer and President of Fortive since 2016
Serves as a director of DuPont de Nemours, Inc., a provider of technology-based materials and solutions, since 2024
Had served in various leadership positions at Danaher Corporation, a global science and technology company, including as Executive Vice President from 2005 to 2016

Other Current US Listed Public Company Directorships

DuPont de Nemours, Inc.

Director Qualifications

Over 25 years of extensive experience in senior leadership positions, including as an Executive Vice President of Danaher with oversight at various times of each of the businesses that was separated from Danaher into Fortive
Through his various senior leadership positions at Danaher and Fortive, broad operating and functional experience with, and deep knowledge of, Fortive’s businesses, the Fortive Business System, capital allocation strategies, acquisitions, marketing and branding, and leadership strategies

 

 

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Background

Currently serves as a founding partner of Scale Venture Partners, a Silicon Valley-based firm that invests in early-stage technology companies, since 1997
Previously served with Bank of America from 1988 to 1996, most recently as Senior Vice President for Bank of America Online Banking
Had served as director of SVB Financial Group from 2010 to 2024
Serves as Chairman and Founder of Venture Forward, a non-profit affiliate of the National Venture Capital Association (NVCA) where she also served as Chair and board member from 2007 to 2016
Serves as a member of the investment committees of Silicon Valley Community Foundation and the San Francisco Museum of Modern Art
Holds a BA from Stanford University, an MBA from the Evening Program Golden Gate University, and has attended Executive programs at Harvard Business School (strategic marketing) and MIT CSAIL/Sloan (artificial intelligence)

Other Current US Listed Public Company Directorships

None

Director Qualifications

Over 40 years of extensive experience in the technology industry, with a focus on building and investing in high growth, innovative software companies solving business problems at scale
Expertise in digital transformation through technology cycles including the current wave driven by artificial intelligence
Deep experience as a director, investor and senior executive in the areas of governance, finance, product development, business management, investment and acquisition strategy, cybersecurity, and executive compensation

 

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 15


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Background

Serves as a senior advisor to Gates Ventures, a venture capital firm focused on health and global development
Previously served as the Corporate Vice President of Microsoft Health & Life Sciences at Microsoft Corporation, from 2019 to 2023
Had also served as the the Vice President and Founder of Google Cloud Healthcare & Life Sciences at Google Inc., a multinational technology company that specializes in Internet-related products and services, from 2016 to 2019
Had also served as served as the Chief Emerging Technology and Informatics Officer at Geisinger Health System, a regional healthcare provider
Serves as an Associate Fellow at Stanford University’s Center for Artificial Intelligence in Medicine and Imaging
Currently serves as a director of Davita, Inc., a health care provider, since 2021
Previously served as a director of Olink Holding AB and Hill-Rom Holdings, Inc.
Holds a PhD in Radiological Sciences from Massachusetts Institute of Technology, and MD from Wayne State University School of Medicine

Other Current US Listed Public Company Directorships

Davita, Inc.

Director Qualifications

Board certified in Diagnostic Radiology, Neuroradiology and Clinical informatics
Substantial experience both in the medical field as a practitioner and as a technology executive experienced in digital health and AI

 

* Dr. Moore, who was appointed by the Board effective February 26, 2025, was recommended by a third-party search firm engaged by the Nominating and Governance Committee.

 

 

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Background

Previously served as president of Energy and as president of Innovation and New Ventures at Flex, a leader in global design and manufacturing, from 2012 to 2017
Had also served as the chief executive officer at Oerlikon Solar, a thin-film silicon solar photovoltaic module manufacturer and a wholly owned subsidiary of Oerlikon, a publicly-traded Swiss company, and Voyan Technology, an embedded systems software provider
Serves as a senior advisor at Generation Investment Management, LLP since 2017, a venture partner and senior advisor at Breakthrough Energy Ventures since 2019, a senior advisor and operating partner of Katalyst Ventures since 2018, and an operating partner at G2VP since 2024, each an investment firm focused on sustainable innovation
Serves as a director of Synopsys, Inc., an electronic design automation company, since 2020
Previously served as a director of Cypress Semiconductor Corp., Proterra, Inc. and Queens’ Gambit Growth Capital

Other Current US Listed Public Company Directorships

Synopsys, Inc.

Director Qualifications

Over 30 years of experience encompassing leadership, operations, marketing and engineering roles with a wide mix of high technology hardware and software companies across multiple industries
Significant experience with development and global launch of disruptive technology, execution of investment and acquisition strategies, corporate governance, cybersecurity, sustainable innovation and ESG, and executive compensation

 

 

16 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Corporate Governance

Corporate Governance Overview

Governance Highlights

 

Board Composition

 

 

 

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We have engaged in rigorous refreshment of the Board, with a majority of the Board appointed on or after 2020

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We have fully declassified the Board to provide for the election of all directors for one-year terms

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We have adopted proxy access to permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of the outstanding shares continuously for at least 3 years, to nominate and include in our proxy materials director nominees constituting up to 20% of the board of directors, as further detailed in our Bylaws

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We maintain a majority vote requirement for the election of directors in uncontested elections

 

Board Structure

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We have separated our Chair and CEO positions, with an independent Chair

 

Board Risk Oversight and Shareholder Engagement

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We conduct multi-layered oversight of our Sustainability disclosure by the Nominating and Governance Committee and the full Board

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We have formalized and documented in the Compensation Committee Charter oversight of our human capital management by the Compensation Committee, including matters related to overall employee retention and inclusive and diverse company culture, with annual review by the full Board

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We have formalized and documented in the Nominating and Governance Committee Charter oversight of our CEO succession planning by the Nominating and Governance Committee, with annual review by the full Board

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We have formalized and documented in the Nominating and Governance Committee Charter oversight of climate-related risk management and strategies by the Nominating and Governance Committee, with annual review by the full Board

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We have formalized and documented in the Audit Committee Charter oversight of our cybersecurity by the Audit Committee, with quarterly review by the Audit Committee of our cybersecurity planning, monitoring, risk management, remediation, and controls and annual review by the full Board

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We have implemented a robust annual shareholder engagement program

 

Other Governance Policies and Practices

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We have no shareholder rights plan

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We have implemented the right of shareholders to call a special meeting

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We have eliminated all supermajority voting requirements

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We have adopted a Political Contribution Policy overseen by the Nominating and Governance Committee

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We have an absolute prohibition against pledging of our stock by our director and executive officers

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We have implemented stock ownership requirements for directors and executive officers

 

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 17


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Corporate Governance Guidelines, Committee Charters and Code of Conduct

As part of its ongoing commitment to good corporate governance, our Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines and adopted written charters for each of its committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Finance Committee. The Board of Directors has also adopted our Code of Conduct that includes, among other things, a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, and Code of Conduct referenced above are each available in the “Investors – Corporate Governance” section of our website at http://www.fortive.com.

Board Leadership Structure

The Board has separated the positions of Chair and CEO because it believes that the separation of the positions best enables the Board to ensure that our businesses, risks, opportunities and affairs are managed effectively and in the best interests of our shareholders.

The entire Board selects its Chair, and our Board has selected Sharmistha Dubey, an independent director, as its Chair, in light of Ms. Dubey’s independence and her deep experience and knowledge with CEO leadership, strategy, corporate governance, public board management, risk management, and Fortive’s various businesses and industries.

As the independent Chair of the Board, Ms. Dubey leads the activities of the Board, including:

Calling, and presiding over, all meetings of the Board;
Together with the CEO and the Corporate Secretary, setting the agenda for the Board;
Calling, and presiding over, the executive sessions of the independent directors;
Advising the CEO on strategic aspects of the Company’s business, including developments and decisions that are to be discussed with, or would be of interest to, the Board;
Acting as a liaison, as necessary, between the non-management directors and the management of the Company; and
Acting as a liaison, as necessary, between the Board and the committees of the Board.

In the event that the Chair of the Board is not an independent director, the Corporate Governance Guidelines provide that the independent directors, upon recommendation from the Nominating and Governance Committee, will select by majority vote an independent director to serve as the Lead Independent Director with the authority to:

Preside over all meetings of the Board at which the Chair is not present, including the executive sessions;
Call meetings of the independent directors;
Act as a liaison, as necessary, between the independent directors and the CEO; and
Advise with respect to the Board’s agenda.

The Board’s non-management directors meet in executive session following the Board’s regularly scheduled meetings, with the executive sessions chaired by the independent Chair. In addition, the independent directors meet as a group in executive session at least once a year.

 

18 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Risk Oversight

The Board’s role in risk oversight of the Company is consistent with the Company’s leadership structure, with management having day-to-day responsibility for assessing and managing the Company’s risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company.

 

 

 

 

 

 

Risk category

board oversight responsibility

director expertise

 

 

 

 

Enterprise Risk

Board of Directors

Audit Committee

Compensation Committee

Nominating and Governance Committee

Finance Committee

Eric Branderiz

Daniel Comas

Sharmistha Dubey

Rejji Hayes

Kate Mitchell

Alan Spoon*

 

Portfolio Strategy

Board of Directors

Finance Committee

Eric Branderiz

Daniel Comas

Sharmistha Dubey

Rejji Hayes

Wright Lassiter

James Lico

Jeannine Sargent

Alan Spoon*

 

Cybersecurity

Board of Directors

Audit Committee

 

Sharmistha Dubey

Rejji Hayes

Kate Mitchell

Jeannine Sargent

Alan Spoon*

 

Sustainability

Board of Directors

Nominating and Governance Committee

Eric Branderiz

Rejji Hayes

Jeannine Sargent

 

Human Capital Management

Board of Directors

Compensation Committee

Eric Branderiz

Daniel Comas

Sharmistha Dubey

Wright Lassiter

James Lico

Kate Mitchell

Jeannine Sargent

Alan Spoon*

 

Management Succession

Board of Directors

Nominating and Governance Committee

All Directors

* Mr. Spoon will retire from the Board at the 2025 Annual Meeting.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 19


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Risk Oversight Process

Enterprise Risk

The Board oversees the Company’s risk management processes directly and through each of its committees. In general, the Board oversees the management of risks inherent in the operation of the Company’s businesses on a consolidated basis, by each operating segment and by key corporate functions. In addition, the enterprise risk oversight includes review of the risks and opportunities related to the implementation by the Company of its strategic plan, its acquisition and capital allocation program, its capital structure and liquidity and its organizational structure. Furthermore, through the Audit Committee, the Board oversees the Company’s enterprise risk management process and policies. At least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews in depth with senior leaders of the Company the Company’s enterprise risk management, with particular focus on the enterprise risks and opportunities with the greatest impact and highest probability. In addition, the chairs of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee review with each other and with the rest of the Board during executive sessions of Board meetings as appropriate updates to the Company’s enterprise risk management discussed during the corresponding committee meetings. Furthermore, at least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews with the SVP – Chief Legal Officer our insurance policies, including our D&O insurance policy, general liability policy, and our information security risk insurance policy.

Portfolio Strategy

At each Board meeting, the Board oversees the Company’s performance and execution against the strategic goals for the Company’s operating segments, overall portfolio, and innovation, including overseeing the corresponding management of risks and opportunities. In addition, on an annual basis, the Board conducts an informal meeting led by senior management and dedicated entirely to deeper review of the acquisition, product development, commercial, innovation, capital allocation, human capital and risk management strategies for each of the operating segments. Furthermore, the Finance Committee meets with management to assess acquisition and other corporate development strategies as appropriate

Cybersecurity and Product Security

The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to the Company’s cybersecurity risk management and risk controls. Our Chief Information Officer and our Chief Information Security Officer report to the Audit Committee and to the Board regarding cybersecurity threat, risks, and other cybersecurity related matters. Our Chief Information Officer and our Chief Information Security Officer are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, cybersecurity risk management and strategy processes, including the operation of our incident response plan and oversight of the IT function. In addition, our Chief Information Officer and our Chief Information Security Officer review with the Audit Committee the results of certain cybersecurity-related assessments including, the annual risk assessment and penetration test performed by an independent third party. The incident response and escalation procedures are tested through our annual tabletop exercises with senior management and our quarterly tabletop exercises with the IT operations teams. The Company’s security framework is based on the National Institute of Security and Technology (NIST) Frameworks, Generally Accepted Privacy Program (GAPP) guiding principles, and ISO 27001/2 standards.

Sustainability

The Board has delegated to the Nominating and Governance Committee the responsibility of exercising oversight with respect to the reporting of our Sustainability disclosure as well as oversight of our climate-related strategies, goals, risk management and performance. Consistent with such delegation, our SVP – Chief Legal Officer provides frequent reports and updates to the Nominating and Governance Committee, and a report to the Board on an annual basis, regarding the Company’s Sustainability program and strategies, including the corresponding risks and opportunities, climate-related goals and strategies, progress, shareholder engagement and disclosure. See “Sustainability” for further discussion on governance structure of our Sustainability program.

 

20 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Human Capital Management

The Board has delegated to the Compensation Committee the responsibility of exercising oversight of the Company’s human capital and compensation, including oversight of overall compensation, retention and inclusion strategies. Our SVP - Chief People Officer provides regular reports on compensation and other human capital management risks, trends, best practices, strategies and disclosure to the Compensation Committee. While the Board has delegated these responsibilities to the Compensation Committee, the Board remains actively involved and receives additional reports throughout the year on employee engagement, inclusion, talent development, company culture and alignment of human capital strategies with the Company’s overall portfolio and operational strategies.

Management Succession

The entire Board oversees the recruitment, development, retention, and succession planning of our executive officer positions, with the responsibilities of oversight of CEO succession planning delegated to the Nominating and Governance Committee, and the responsibilities of ensuring appropriate compensation strategies and programs to align with the retention and recruitment delegated to the Compensation Committee. Our SVP - Chief People Officer provides regular reports on the CEO succession planning process and strategies to the Nominating and Governance Committee and on compensation strategies and programs to assist in retention and recruitment of future leaders to the Compensation Committee. The SVP - Chief People Officer also provides additional reports throughout the year to the full Board on short-term and long-term readiness of potential successors, outside recruitment to populate the succession funnel as necessary, and development plans of future leaders. In addition to the formal activities noted below, the Board and its committee members engage and assess our executive officers and high-potential employees during management presentations, our annual multi-day leadership conference, our annual strategy sessions for the Board, regular visits to our operating companies, and periodic informal meetings and communications.

 

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As a result of this rigorous, thoughtful, and well-designed approach to succession planning, on September 4, 2024, the Company announced that Olumide Soroye, current President and CEO of the Company's Advanced Healthcare Solutions and Intelligent Operation Solutions segments, will succeed James Lico as CEO upon the completion of the separation of the Precision Technologies segment into a new, publicly-traded company.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 21


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Committees’ Role in Risk Oversight

 

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Each committee reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities.

Internal Risk Committee

The Company’s Risk Committee (consisting of members of senior management) inventories, assesses and prioritizes the most significant risks facing the Company as well as related mitigation efforts, and, on at least an annual basis, provides a report to the Board and provides a report of the process to the Audit Committee.

 

Director Independence

At least a majority of the Board must qualify as independent within the meaning of the listing standards of the NYSE. The Board has affirmatively determined that nine out of our ten current directors, including Mss. Sharmistha Dubey, Kate D. Mitchell and Jeannine Sargent and Messrs. Eric Branderiz, Daniel L. Comas, Rejji P. Hayes, Wright Lassiter III, Gregory J. Moore, and Alan G. Spoon, are independent within the meaning of the listing standards of the NYSE.

 

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22 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Board of Directors and

Committees of the Board

Director Attendance

In 2024, the Board met seven times and acted by unanimous written consent two times. All directors attended at least 75% of the aggregate of the total number of meetings of the Board and of all committees of the Board on which they served during 2024. As a general matter, directors are expected to attend annual meetings of shareholders. Each of our current directors who were serving on the Board at the time attended our virtual 2024 Annual Meeting of Shareholders.

Committee Membership

The membership of each of the Audit, Compensation, Nominating and Governance, and Finance Committees as of the date of this Proxy Statement is set forth below.

 

 

 

 

 

Name of Director

Audit

 

Compensation

 

Nominating and
Governance

 

Finance

 

 

 

 

 

 

 

 

 

 

 

Eric Branderiz

 

Member

 

 

 

 

 

Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel L. Comas

 

 

 

 

Member

 

 

 

 

 

Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sharmistha Dubey

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rejji P. Hayes

 

Chair

 

 

 

 

 

 

 

 

Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wright Lassiter III

 

 

 

 

Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

 

 

 

 

 

 

 

 

 

 

Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kate D. Mitchell

 

Member

 

 

Chair

 

 

 

 

 

Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gregory J. Moore, M.D., Ph.D.

 

 

 

 

Member

 

 

Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeannine Sargent

 

Member

 

 

 

 

 

Chair

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alan G. Spoon*

 

 

 

 

 

 

 

Member

 

 

Chair

 

* Mr. Spoon will retire from the Board at the 2025 Annual Meeting.

 

 

 

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 23


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The Audit Committee is responsible for:

Assessing the qualifications and independence of Fortive’s independent auditors;
Appointing, compensating, retaining, and evaluating Fortive’s independent auditors;
Overseeing the quality and integrity of Fortive’s financial statements and making a recommendation to the Board regarding the inclusion of the audited financial statements in Fortive’s Annual Report on Form 10-K;
Overseeing Fortive’s internal auditing processes;
Overseeing management’s assessment of the effectiveness of Fortive’s internal control over financial reporting;
Overseeing management’s assessment of the effectiveness of Fortive’s disclosure controls and procedures;
Overseeing risks related to financial controls, legal and compliance risks and major financial, privacy, security and business continuity risks;
Overseeing Fortive’s risk assessment and risk management policies;
Overseeing Fortive’s compliance with legal and regulatory requirements;
Overseeing Fortive’s cybersecurity and product security risk management and risk controls;
Overseeing swap and derivative transactions and related policies and procedures; and
Preparing a report as required by the SEC to be included in this proxy statement.

The Board has determined that each member of the Audit Committee is:

Independent for purposes of Rule 10A-3(b)(1) under the Exchange Act and the NYSE listing standards;
Qualified as an audit committee financial expert as that term is defined in SEC rules; and
Financially literate within the meaning of the NYSE listing standards.

 

 

 

 

As of the date of this proxy statement, no Audit Committee member serves on the audit committee of more than three public companies.

The Audit Committee typically meets in executive session, without the presence of management, at regularly scheduled meetings, and reports to the Board on its actions and recommendations at regularly scheduled Board meetings.

The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of Fortive’s financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of Fortive’s system of internal control over financial reporting. Fortive’s independent auditor, Ernst & Young LLP, is responsible for performing independent audits of Fortive’s financial statements and internal control over financial reporting and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.

 

24 FORTIVE CORPORATION 2025 PROXY STATEMENT


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The Compensation Committee is responsible for:

Determining and approving the form and amount of annual compensation of the CEO and our other executive officers, including evaluating the performance of, and approving the compensation paid to, our CEO and other executive officers;
Reviewing and making recommendations to the Board with respect to the adoption, amendment and termination of all executive incentive compensation plans and all equity compensation plans, and exercising all authority with respect to the administration of such plans;
Reviewing and making recommendations to the Board with respect to the form and amounts of director compensation;
Overseeing and monitoring compliance with Fortive’s compensation clawback policy;
Overseeing and monitoring compliance by directors and executive officers with Fortive’s stock ownership requirements;
Overseeing risks associated with Fortive’s compensation policies and practices;
Overseeing our engagement with shareholders and proxy advisory firms regarding executive compensation matters;
Assisting the Board in oversight of our human capital management practices, including strategies, risk management, employee retention and inclusive culture;
Overseeing the Company’s reporting on the Company’s human capital management practices; and
Reviewing and discussing with management the Compensation Discussion & Analysis (“CD&A”) in the annual proxy statement and recommending to the Board the inclusion of the CD&A in the proxy statement.

Each member of the Compensation Committee is:

Independent under NYSE listing standards and under Rule 10C-1 under the Exchange Act.

 

 

 

 

The Chair of the Compensation Committee works with our Senior Vice President-Chief People Officer, Vice President-Total Rewards, and our Vice President-Corporate Secretary to schedule the Compensation Committee’s meetings and set the agenda for each meeting. Our Senior Vice President-Chief People Officer, Vice President-Total Rewards, Senior Vice President-Chief Legal Officer, and Vice President-Corporate Secretary generally attend, and from time-to-time our CEO and CFO attend, the Compensation Committee meetings and support the Compensation Committee in preparing meeting materials and taking meeting minutes. In particular, our CEO provides background regarding the interrelationship between our business objectives and executive compensation matters and advises on the alignment of incentive plan performance measures with our overall strategy; participates in the Compensation Committee’s discussions regarding the performance and compensation of the other executive officers; and provides recommendations to the Compensation Committee regarding all significant elements of compensation paid to such other executive officers, their annual strategic performance objectives and his evaluation of their performance. The Compensation Committee typically meets in executive session, without the presence of management, at each regularly scheduled meeting, and reports to the Board on its actions and recommendation at regularly scheduled Board meetings.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 25


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Under the terms of its charter, the Compensation Committee has the authority to engage the services of outside advisors and experts to assist the Compensation Committee. Following the assessment and determination of Pearl Meyer & Partners, LLC’s (“Pearl Meyer”) independence from Fortive’s management, the Compensation Committee engaged Pearl Meyer as the Compensation Committee’s independent compensation consultant for 2024. The Compensation Committee had the sole discretion and authority to select, retain and terminate Pearl Meyer as well as to approve any fees, terms and other conditions of its services. Pearl Meyer reported directly to the Compensation Committee and took its direction solely from the Compensation Committee. Pearl Meyer’s primary responsibilities in 2024 were to provide advice and data in connection with the selection of Fortive’s peer group for assessing executive compensation, the structuring of the executive compensation programs in 2024 and 2025, the compensation levels for our executive officers, including in connection with the planned separation of the Precision Technologies segment and CEO transition, and the compensation levels for our directors; assess our executive compensation program in the context of market practices and corporate governance best practices; and advise the Compensation Committee regarding our proposed executive compensation public disclosures. In the course of discharging its responsibilities, the Compensation Committee’s independent compensation consultant may, from time to time and with the Compensation Committee’s consent, request from management certain information regarding compensation amounts and practices, the interrelationship between our business objectives and executive compensation matters, the nature of our executive officer responsibilities and other business information. Pearl Meyer did not provide any services to Fortive or its management in 2024, and the Compensation Committee is not aware of any work performed by Pearl Meyer that raises any conflicts of interest.

Compensation Committee Interlocks and Insider Participation

During 2025, none of the members of the Compensation Committee was an officer or employee of Fortive. No executive officer of Fortive served on the compensation committee (or other board committee performing equivalent functions) or on the board of directors of any entity having an executive officer who served on the Compensation Committee.

 

26 FORTIVE CORPORATION 2025 PROXY STATEMENT


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The Nominating and Governance Committee is responsible for:

Reviewing and making recommendations to the Board regarding the size, classification and composition of the Board;
Assisting the Board in identifying individuals qualified to become Board members;
Assisting the Board in identifying characteristics, skills, and experiences for the Board with the objective of having a Board with a broad range of backgrounds, experiences, skills, and perspectives;
Proposing to the Board the director nominees for election by our shareholders at each annual meeting;
Overseeing and reviewing the process for, and making recommendations to the Board relating to the management of, the Company’s CEO succession planning;
Assisting the Board in determining the independence and qualifications of the Board and Committee members and making recommendations to the Board regarding committee membership;
Developing and making recommendations to the Board regarding a set of corporate governance guidelines and reviewing such guidelines on an annual basis;
Overseeing compliance with the corporate governance guidelines;
Overseeing director education and director orientation process and programs;
Overseeing Fortive’s Sustainability reporting;
Overseeing climate-related risk management and strategies;
Reviewing and making recommendation to the Board relating to the governance matters set forth in the Company’s Certificate of Incorporation and Bylaws;
Administrating the Company’s Political Contribution Policy;
Assisting the Board and the Committees in engaging in annual self -assessment of their performance; and
Administering Fortive’s Related Person Transactions Policy.

 

 

 

 

The Board has determined that each member of the Nominating and Governance Committee is independent within the meaning of the NYSE listing standards.

The Nominating and Governance Committee typically meets in executive session, without the presence of management, at each regularly scheduled meeting and reports to the Board on its actions and recommendations at regularly scheduled Board meetings.

 

 

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 27


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FINANCE COMMITTEE

 

 

 

 

 

 

 

 

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Alan G. Spoon*

(Chair)

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Daniel L. Comas

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Rejji P. Hayes

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James A. Lico

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Kate D. Mitchell

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Finance Committee is responsible for:

Assisting the Board in assessing potential acquisition, investment and divestiture opportunities; and
Approving business acquisitions, investments and divestitures up to the levels of authority delegated to it by the Board.

 

 

 

 

 

* Mr. Spoon will retire from the Board at the 2025 Annual Meeting.

Director Nomination Process

The Nominating and Governance Committee recommends to the Board director candidates for nomination and election at the annual meeting of shareholders and, in the event of vacancies between annual meetings of shareholders, for appointment to fill such vacancies.

Board Membership Criteria

In assessing the candidates for recommendation to the Board as director nominees, the Nominating and Governance Committee will evaluate such candidates against the standards and qualifications set out in our Corporate Governance Guidelines, including:

 

 

 

 

 

 

• Personal and professional integrity and character

• Skills, knowledge, broad range of background and experience, and expertise (including business or other relevant experience) useful and appropriate to the effective oversight of our business

• The extent to which the interplay of the candidate’s skills, knowledge, expertise and broad range of background and experience with that of the other Board members will help build a Board that is effective in collectively meeting our strategic needs and serving the long-term interests of the shareholders

• Prominence and reputation in the candidate’s profession

• The capacity and desire to represent the interests of the shareholders as a whole

• Availability to devote sufficient time to the affairs of Fortive

 

 

 

 

 

 

 

28 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Skills and Attributes

The Nominating and Governance Committee annually reviews with the Board the skills, knowledge, experience, background and attributes required of Board nominees, considering current Board composition and the Company’s circumstances. In making its recommendations to our Board, the Nominating and Governance Committee considers the criteria noted above, as well as, among others, the following skills, knowledge, experience, background and attributes:

 

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Independence

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Sustainability Experience

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Mergers and Acquisition
Experience

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Diversity

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Technology Management
Experience

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Public Company Board
Experience

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Global Experience and

International Exposure

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Financial Literacy or Public
Accounting Experience

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Legal and Corporate
Governance Experience

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Senior Executive Leadership
Experience

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Cybersecurity Experience

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Capital Markets and
Corporate Finance
Experience

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Relevant Industry Experience

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Human Capital Management
and Organizational
Development Experience

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Operational and Risk
Management Experience

 

The Nominating and Governance Committee takes into account a candidate’s ability to contribute to the variety of perspective and analysis of the Board and, as such, believes it is important to consider attributes such as professional experience in evaluating candidates who may be able to contribute to the perspective and practical insight of the Board as a whole.

Limits on Other Public Board Memberships

Under our Corporate Governance Guidelines, our directors are restricted from serving on more than three other boards of public companies; provided, however, that if a director serves as an executive officer of a public company, such director is further restricted from serving on more than one other board of a public company.

Board and Peer Assessment and Board Refreshment Process

On an annual basis, the Nominating and Governance Committee reviews and assesses, with input from the various other committees, the process for the annual self-assessment of the full Board and each of the committees of the Board. The process assessment takes into account the feedback from the directors on the effectiveness of the prior self-assessment process, incremental perspective and expertise a new director may bring, and input from the shareholder engagement process.

For 2024, the Nominating and Governance Committee engaged Boardspan, an independent board governance company with deep expertise in board performance assessment, to assist in conducting a facilitated interview of each director and key management members to conduct an assessment of the full Board (including each committee) and each individual director and to assist in Board succession planning.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 29


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The following describes the self-assessment process implemented and conducted by the Board and the committees of the Board in 2024.

 

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Shareholder Recommendations on Director Nomination

Shareholders may recommend a director nominee to the Nominating and Governance Committee. A shareholder who wishes to recommend a prospective nominee for the Board should notify the Nominating and Governance Committee in writing using the procedures described below under “— Communications with the Board of Directors” with whatever supporting material the shareholder considers appropriate. If a prospective nominee has been identified other than in connection with a director search process initiated by the Nominating and Governance Committee, the Nominating and Governance Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. The Nominating and Governance Committee’s determination of whether to conduct a full evaluation is based primarily on the Nominating and Governance Committee’s view as to whether a new or additional Board member is necessary or appropriate at such time, and the likelihood that the prospective nominee can satisfy the evaluation factors described above under “— Board Membership Criteria” and any such other factors as the Nominating and Governance Committee may deem appropriate. The Nominating and Governance Committee takes into account whatever information is provided to it with the recommendation of the prospective candidate and any additional inquiries the Nominating and Governance Committee may in its discretion conduct or have conducted with respect to such prospective nominee.

The Nominating and Governance Committee evaluates director nominees in the same manner whether a shareholder or the Board has recommended the candidate.

Proxy Access

Pursuant to the proxy access provisions in Section 2.12 of our Amended and Restated Bylaws, a shareholder, or group of up to 20 shareholders, owning 3% or more of Fortive’s outstanding shares of common stock continuously for at least three years may nominate and include in our proxy materials directors constituting up to 20% of the Board. With respect to the 2026 Annual Meeting of Shareholders, the nomination notice and other materials required by these provisions must be delivered or mailed to and received by Fortive’s Secretary in writing between November 22, 2025 and December 22, 2025 (or, if the 2026 Annual Meeting of Shareholders is called for a date that is not within 30 calendar days of the anniversary of the date of the Annual Meeting, by the later of the close of business on the date that is 120 days prior to the date of the 2026 Annual Meeting of Shareholders or within 10 days after the public announcement of the date of the 2026 Annual Meeting of Shareholders) at the following address: Fortive Corporation, Attn: Secretary, 6920 Seaway Blvd., Everett, WA 98203. When submitting nominees for inclusion in the proxy materials pursuant to the proxy access provisions, shareholders must follow the notice procedures and provide the information required by our Amended and Restated Bylaws. Our Amended and Restated Bylaws are available at “Investor – Corporate Governance” section of our corporate website, http://www.fortive.com.

 

30 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Majority Voting for Directors

Our Amended and Restated Bylaws provide for majority voting in uncontested director elections, and our Board has adopted a related director resignation policy. Under the policy, our Board will not appoint or nominate for election to the Board any person who has not tendered in advance an irrevocable resignation effective in such circumstances where the individual does not receive a majority of the votes cast in an uncontested election and such resignation is accepted by the Board. If an incumbent director is not elected by a majority of the votes cast in an uncontested election, our Nominating and Governance Committee will submit for prompt consideration by the Board a recommendation whether to accept or reject the director’s resignation. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.

At any meeting of shareholders for which Fortive’s Secretary receives a notice that a shareholder has nominated a person for election to the Board in compliance with our Amended and Restated Bylaws and such nomination has not been withdrawn on or before the tenth day before we first mail our notice of meeting to our shareholders, the directors will be elected by a plurality of the votes cast (which means that the nominees who receive the most affirmative votes would be elected to serve as directors).

Shareholder Engagement

 

SPRING

We publish our proxy statement and our annual report

We continue our discussions with our largest shareholders, as warranted

We publish our annual sustainability report

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SUMMER

We conduct our annual meeting

We assess how our shareholders voted on our proposals at our annual meeting

WINTER

FALL

We assess governance best practices

We review policy updates from stakeholders

We update our annual governance framework and policies

 

The Board and the committees approve the self-assessment process, which includes considerations from the shareholder engagement process

The Board conducts the annual self-assessment

We conduct our annual shareholder

outreach

 

In addition, throughout the year, senior members of management engage in extensive discussions with our investor community to discuss our strategy, our results, our operations, our product offerings, our end markets, our Sustainability efforts, and our outlook through numerous investor conferences, investor calls, investor meetings, investor events, and earnings calls.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 31


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2024 Annual Shareholder Outreach

In 2024, as part of our annual shareholder outreach, we invited our top 25 shareholders, representing approximately 65 percent of our outstanding shares, and leading proxy advisory firms to discuss Corporate Governance, Board Composition, Risk Oversight, Executive Compensation, Human Capital Management, Sustainability, and upcoming Separation and CEO Transition. With a significant number of our investors accepting our invitation, our senior leaders met with investors holding approximately 37 percent of our shares outstanding in the third quarter of 2024.

Consistent with our prior practice, our management team shared the feedback from our shareholder outreach process with our Board for potential responsive actions. We have identified below feedback we have received from our shareholders in the past years during our annual shareholder outreach and the corresponding actions taken by the Board:

 

Shareholder Feedback

Responsive Actions

Increase shareholder rights and board accountability

We declassified the Board
We provided proxy access
We provided right of shareholders to call a special meeting
We eliminated the supermajority voting requirements
We provided for majority vote requirement for director election

Increase the level of independence on the Board

We refreshed our Board, with 9 out of our 10 current directors (and 8 out of our 9 director nominees) independent, with only our CEO representing a non-independent director on the Board
We maintained an independent Chair of the Board, with the CEO and the Chair positions separated

Provide transparency in workforce demographics

We publish our annual EEO-1 report on our website

Increase the percentage of long-term equity awards dependent on relative total shareholder return and include additional performance measures

In 2022, we increased the allocation of PSUs that are dependent on relative TSR from 35% to 50% and added three-year average core revenue growth as an incremental performance measure
We increased the emphasis on Company financial performance results for annual incentives starting in 2024 by adjusting the weighting from 60% to 80% of the overall award
We adjusted the relative TSR structure to eliminate the ability to earn a payout of 25% of target PSUs if absolute TSR performance is positive, but relative performance is below threshold

Aligned with standardized disclosure for sustainability efforts

We have aligned our ESG disclosures with GRI since 2020 and SASB since 2021; we continue our alignment with the Task Force on Climate-related Financial Disclosure (TCFD)
We became a United Nations Global Compact (UNGC) signatory in 2021
Our Sustainability Goals are aligned with the United Nations Sustainable Development Goals (UN SDGs)

Disclose climate change data through CDP

We submit the CDP Corporate Questionnaire annually for scoring on climate change and water topics

Provide transparency in political contributions

We maintained a political contribution policy resulting in 90 score on the CPA-Zicklin Index in 2024 and identification as a CPA-Zicklin Trendsetter every year since 2021

 

Communications with the Board of Directors

Shareholders and other parties interested in communicating directly with the Board or with individual directors, the independent Chair of the Board or, if the Chair is not independent, the Lead Independent Director, or the non-management directors as a group may do so by addressing communications to the Board of Directors, to the specified individual director or to the non-management directors, as applicable, c/o Secretary, Fortive Corporation, 6920 Seaway Blvd, Everett, WA 98203.

 

32 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Sustainability

At Fortive, our commitment to Sustainability is inextricably linked with our shared purpose: essential technology for the people who accelerate progress. The work we do, and how we do it, centers around IMPACT. Every day, Fortive’s products, services, and people are making an impact behind the scenes to:

ensure safe operating conditions for workers in high-risk environments;
provide software solutions that manage critical metrics for worker health and safety as well as sustainability performance;
advance automated, tailored perioperative care for the patient and their procedures;
enable quick and accurate results from medical testing; and
safeguard the operational capacity of critical infrastructure and physical assets.

Fortive continues to deliver on our commitments towards accelerating progress in workplace safety, engineering, and healthcare. Our portfolio of operating companies has strategic connections to Sustainability through their products and services, and we are uniquely positioned to address critical customer safety, quality, productivity, and efficiency challenges. By further integrating Sustainability into our business strategy and FBS, our engine for growth and innovation, we are able to scale our impact and capitalize on the Sustainability opportunities in our current markets and drive growth and long-term value in new markets.

Our Commitment to Sustainability

We are boldly pursuing our vision of accelerating a sustainable future for all by investing in our people, our operations, and breakthrough innovations that directly address environmental and societal challenges. Our Sustainability Pillars align our actions with our purpose and values. The Pillars serve as the blueprint for our Sustainability strategy, and we have goals to support and drive progress within each Pillar. Our sustainability pillars, and our alignment with the United Nations Sustainable Development Goals (UN SDGs), guide us in how we work and ensure we continue delivering on our sustainability commitments.

 

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FORTIVE CORPORATION 2025 PROXY STATEMENT 33


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Innovate for Impact

Our operating companies advance sustainability with products and services that:

Enable and enhance energy efficiency at scale;
Maximize the lifespan of assets and facilities;
Ensure patient safety;
Protect employee and frontline worker safety; and
Safeguard critical infrastructure.

In 2024, over 60% of revenue generated was attributed to sales of products and services that enable sustainability-related outcomes and are aligned with the United Nations Sustainable Development Goals (UN SDGs). These outcomes range from improved human health and safety to efficient use of necessary natural resources and operational productivity to data security, privacy, and the safety of critical infrastructure.

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Empower Inclusive Teams

Organizational culture is all about people, and we believe we are more together. People are at the heart of who we are, what we do, and how we work. Our people strategy is defined by our inclusive growth culture, advanced through talent and reward systems, and measured by our employee experience processes. These key elements enable us to accelerate progress for our customers, our teams, and the world around us.

Our culture sets the tone for Fortive’s people strategy and drives Fortive’s success. FBS, continuous improvement, and inclusion are core to our strategy and culture. We are focused on cultivating an inclusive environment where everyone can contribute to their fullest potential, attracting and retaining top talent from a wide variety of candidate sources, and sustaining policies and practices that ensure no group is inadvertently disadvantaged.

Our teams are committed to being engaged, responsible neighbors and citizens. Across Fortive, we actively contribute to and have a positive impact in the communities around the world where we live and work:

The Fortive Foundation – In 2024, the Foundation donated more than $1.3 million to non-profits whose missions and purpose focus on advancing STEM education, community resilience, and environmental stewardship.
Day of Caring – Through our annual employee volunteer events, we dedicated more than 24,000 hours to support non-profit organizations in our local communities across the globe.
Fortive Scholarship Program – For the 2024-25 academic year, the Scholarship Program granted 20 new scholarships and 32 renewals to support students’ post-secondary education.

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Protect the Planet

Fortive recognizes and embraces the responsibility of protecting the planet now, and for future generations. We harness our culture of innovation and continuous improvement to protect the environment and advance Sustainability across our value chain.

In 2024, we reduced our absolute Scope 1 and 2 greenhouse gas (GHG) emissions by 31.0% from 2019 levels, and saw our 2023-2024 Scope 3 emissions reduced by 17.4%. Fortive continued to enhance our calibrate our Scope 3 strategy through targeted supplier engagement and product use emissions profiling. With these added insights and understandings, we are formalizing our Scope 3 strategy.

 

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In 2023, we announced our commitment to reduce absolute water use 10% by 2029, from 2022 levels. Of primary focus are sites that are in high-risk areas for water scarcity, as defined by the World Resources Institute (WRI) Aqueduct 3.0 Water Risk Atlas, as water availability is both a business risk as well as a community resilience concern. Fortive saw a 0.3% reduction in water use from 2024 to 2025, largely due to root-cause analysis and corrective actions following 2023 performance. In 2025, we will be applying key learnings and successes to bring us closer to our 2029 target.

 

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Work & Source Responsibly

We are committed to cultivating a culture of respect, integrity, and fairness. This applies to our employees as well as the suppliers, business partners, and other third parties we partner with to serve our customers on time, within budget, and at the highest standard of quality.

The health, safety, and well-being of our employees is of paramount importance, and to keep our employees safe, we prioritize identifying environmental, health and safety (EHS) risks and mitigating hazards to avoid injury or incidents. To drive accountability, we strive to have 100% of our operating companies in the top quartile for standard EHS metrics, namely total recordable incident rate (TRIR) and days away, restricted or transferred (DART).

We use our homegrown EHS Risk Score and site-level EHS risk profiles to inform areas of risk, priority of preventive actions, and drive proactive EHS and Sustainability-related programs and practices across our operations.

Our focus on safety, health, and well-being extends to our suppliers as well. The Fortive Supplier Code is available in 15 languages and provided to every supplier and articulates our expectations and standards for conduct and transparency, which includes but is not limited to, worker health and safety. The tenets of the Fortive Supplier Code are:

Clearly articulate our values, standards, and expectations
Ensure all partners operate in accordance with our priorities for safe and fair working conditions
Follow production practices that ensure quality and protect the safety and rights of all people, and the environment.

We uphold fair labor standards for all employees across our operating companies and value chain by cultivating a culture of respect, integrity, and fairness. We are committed to partnering with suppliers who treat their employees in an ethical and responsible manner. Annually, we conduct responsible sourcing reviews of our suppliers, reviewing policies and practices that range from fair competition and trade practices to EHS and sustainability to human and labor rights in-house and through materials sourced, as well as information security and data privacy.

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Operate with Principle

We believe that ethical business conduct is foundational to our growth and success. We are committed to operating with integrity and set these same high expectations for those who do business on our behalf. The Fortive Code of Conduct, available in 23 languages and signed by every employee, is a clear guide to act with integrity in everything we do. Our industry leading compliance program includes SpeakUp!, a confidential channel for employees or partners to raise issues and concerns at any time.

Our Enterprise Risk Management (ERM) model provides continuity of core business operations, including better understanding of ESG risks and opportunities. Our integrated approach to risk management enables a swift and effective response to unexpected events, ensuring we continue providing for our customers and employees.

The Risk Assessment Process (RAP) is a core tool we use to identify and manage risks on an ongoing basis. Fortive requires all operating companies to participate in the RAP annually, to ensure that we are effectively identifying risk, mitigating where necessary, and driving to opportunity where applicable. The process requires that operating companies assess risks across a variety of categories that are updated annually to capture new and evolving areas.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 35


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Data Privacy

Our commitment to being an employer and partner of choice makes digital privacy and security a top priority. We protect critical assets by establishing and enforcing clear boundaries. Transparency is needed surrounding the data we collect, how it’s used, and importantly, how it’s protected. We deeply value the trust we’ve built with our customers and employees and understand our responsibility to apply trusted technologies and best practices to our data safekeeping.

Cybersecurity

Information security is as critical to Fortive as to the world. Our operating companies provide and use digital and software capabilities and cloud-based services, which bring increased value for our customers; they can also introduce vulnerabilities that require careful management. Fortive’s team creates policies and standards that serve as a baseline across all operating companies.

Our Cybersecurity team’s strategy and annual performance targets align with the National Institute of Standards and Technology (NIST) Cyber Security Framework. NIST’s maturity rating is the best-in-class industry standard, the one against which our security programs are measured.

Disclosure and Transparency

At Fortive, we value transparency, accountability, and winning with integrity. That is why we joined the United Nations Global Compact (UNGC) as a signatory in 2021. In our 2022 Sustainability Report, we published our first Communication on Progress, to share our progress on the Ten Principles of the UNGC. In addition, we identified ten UN Sustainable Development Goals (SDGs) that we support through our Sustainability goals and operating company products and services.

We prepare our annual Sustainability Report in accordance with leading ESG frameworks, including the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), the Task Force for Climate-related Financial Disclosure (TCFD), and the UN Sustainable Development Goals (SDGs). Annually, we also submit and affirm our commitment to the UN Global Compact (UNGC) and disclose our GHG emissions inventory and performance as well as our water use data through CDP’s Climate Change and Water Security disclosures, respectively.

ESG Governance

 

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Board

The Nominating and Governance Committee of the Board has responsibility for oversight of climate-related strategies and goals, and sustainability disclosure and reporting. Fortive’s SVP and Chief Legal Officer, Peter Underwood, provides updates at every meeting to the Board’s Nominating and Governance Committee as well as, at least annual, to the full Board of Directors on Fortive’s Sustainability strategy and goals, and disclosure plans and reports.

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SVP, Chief Legal Officer

Fortive’s Sustainability strategy and execution are managed by Peter Underwood. Mr. Underwood reports directly to the CEO, and his responsibilities include among others, management of Compliance, Enterprise Risk Management, EHS, and Sustainability. Mr. Underwood provides regular updates to Fortive’s senior leadership team, segment CEOs, and operating company leaders on Sustainability-related targets, initiatives, and performance.

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Fortive Sustainability Team

The Sustainability team works cross-functionally to guide implementation of the Sustainability strategy with other functions and the operating companies. The team is responsible for development and implementation of the company’s Sustainability strategy, focusing primarily on the Protect the Planet pillar and our Annual Day of Caring. The team reports to Mr. Underwood and briefs the senior leadership team each quarter on Sustainability targets and performance.

 

 

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Human Capital Management

Fortive is a global team, over 18,000 strong, energized by a powerful purpose. Our people strategy centers on empowering inclusive teams working together to solve problems no one could solve alone. We intentionally seek out different skills, backgrounds, and voices to deliver results for our customers and fulfill our employee promise – For you. For us. For growth. Our people strategy is defined by this inclusive growth culture and is advanced through FBS and our career development and rewards systems. We continually measure, review, and refine our people strategy through measured employee experience processes. These key elements enable us to accelerate progress for our customers, our teams, and the world.

Inclusive Growth Culture

We are more together. Our inclusive growth culture sets the tone for Fortive’s people strategy and drives Fortive’s success.

We know that a workforce empowered by inclusivity, continuous improvement, and FBS, creates extraordinary long-term value for our people and shareholders. We are focused on cultivating an inclusive environment where everyone can contribute to their fullest potential, attracting and retaining top talent from a wide variety of candidate sources, and sustaining policies and practices that ensure no group is inadvertently disadvantaged. Fortive is committed to adhering to EEO (equal employment opportunity) principles. All people are evaluated through a neutral merit-based process. We do not consider race, ethnicity, gender, or any other protected trait in our hiring, promotional, or other processes.

To oversee our inclusive growth culture as part of our people strategy, our FBS office and Inclusive Growth Culture Center of Excellence (CoE) work closely with senior management, other Human Resource CoE’s, our Operating Companies, and Employee and Friends Resource Groups (EFRGs). Our Board of Directors, along with the Compensation Committee, also oversee our inclusive growth culture efforts as part of our people strategy and measurement actions.

We are committed to continued transparency by publicly sharing our workforce representation and inclusion results through our website (where we provide our EEO-1 report), and our annual Sustainability Report.

Business, Career Development, and Reward Systems

Our culture of continuous improvement inspires us to keep experimenting, growing, and learning. Our robust career development and reward systems advance our people strategy by attracting, growing, and retaining the exceptional people we need now and in the future. These business and career development systems strengthen our ability to deliver our employee value proposition, build our employer brand, drive professional growth for our people and results for our customers.

Our Performance and Development processes drive results and career growth for our global teams. Performance for Growth rigorously deploys our strategies into cascaded goals throughout the organization, while Development for Growth translates our beliefs and values into desired leader competencies, at all levels of the organization. Together, these processes provide a roadmap for the way we work, deliver results, and build high-performing teams.

Additionally, we design our Total Rewards programs to attract and retain talented, curious people with a growth mindset and a passion for innovation, collaboration, and continuous improvement. We offer leading programs that inspire and reward superior performance, are equitable, and foster an inclusive, diverse, and healthy global workforce.

We also invest in our people at every level through our growth and development experiences. These experiences range from leadership learning and FBS immersion to hands-on skill building in each of our three FBS pillars – growth, lean, and leadership. Collectively, these experiences build skills, strengthen performance, and prepare our people for challenging opportunities.

With our strong and evolving portfolio, our people have the opportunity to accelerate their career across multiple industries, meaningfully contributing to customer success and impact in the world.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 37


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The following is a summary of some of our key employee growth and development experiences:

 

Experience

 

Description

Fortive Leadership Summit

 

Development experience tailored toward senior vice presidents and presidents to accelerate growth, drive unrivaled performance with FBS, and advance our inclusive culture.

People Leader Experience

 

Deep, experiential learning for both new and experienced leaders, harnessing the best of interactive learning, and providing critical tools as our people take on greater people leadership responsibilities.

Accelerated Leadership Experience

 

Designed for high performing employees preparing to lead Fortive businesses or functions. We use immersive and experiential learning, where leaders develop personal skills and insight to fulfill their potential.

FBS Office and University

 

The FBS Office is dedicated to strategically embedding the mindset and toolset in everything we do. FBS University, our proprietary virtual and hands-on learning environment, develops and reinforces learning for hundreds of FBS Champions across our company each year to deliver value for our customers and shareholders.

FBS Ignite

 

Supported with intensive development in the FBS toolset, active mentoring from the FBS Office, and executive career coaching, participants advance and share their expertise across different businesses. Over the past two years, we have expanded FBS Ignite to include our senior operating company leaders, further enabling them to lead with FBS to drive impact.

Growth Accelerator

 

A key development experience that enables our team to solve challenges in new, inspiring ways through three key innovation tools: Deep Customer Insight, Solution Generation, and Experimentation – each designed to enable our people to develop critical, breakthrough solutions for customers.

 

 

 

 

Employee Experience and Feedback

Our promise to our people is – For you. For us. For growth. To achieve this promise, our leaders at all levels of the organization actively seek feedback with quarterly touchpoints to strengthen our inclusive growth culture.

In our last comprehensive census survey in Q4 2024, over 85% of our global team responded, delivering continued strength in overall engagement and inclusion and belonging at high ratings of 76% and 84%, respectively. Our results continue to inform both management and our Board of Directors on appropriate actions to enhance our culture and overall employee experience.

 

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Policy

Under our Related Person Transactions Policy adopted by the Board, the Nominating and Governance Committee of the Board is required to review and, if appropriate, approve all related person transactions prior to consummation. If management becomes aware of a related person transaction that has not been previously approved or ratified, the transaction is submitted to the Nominating and Governance Committee at its next meeting. The Nominating and Governance Committee is required to review and consider all relevant information available to it about each related person transaction, and a transaction is considered approved or ratified under the policy if the Nominating and Governance Committee authorizes it according to the terms of the policy after full disclosure of the related person’s interests in the transaction. Related person transactions of an ongoing nature are reviewed annually by the Nominating and Governance Committee. The definition of “related person transactions” for purposes of the policy covers the transactions that are required to be disclosed under Item 404(a) of Regulation S-K.

Relationships and Transactions

Mr. Rejji P. Hayes, who is a director on our Board, is an Executive Vice President and Chief Financial Officer of CMS Energy Corporation, a publicly-traded power and energy company. Certain of our subsidiaries sell products to CMS Energy from time to time in the ordinary course of business and on an arm’s-length basis. In 2024, our subsidiaries sold approximately $300,000 of products to CMS Energy. Our subsidiaries intend to sell products to and purchase products and services from CMS Energy in the future in the ordinary course of their businesses and on an arms’-length basis.

Mr. Wright Lassiter III, who is a director on our Board, is the CEO of CommonSpirit Health, a private, not-for-profit health system. Certain of our subsidiaries sell products to CommonSpirit from time to time in the ordinary course of business and on an arm’s-length basis. In 2024, our subsidiaries sold approximately $9 million of products to CommonSpirit. Our subsidiaries intend to sell products to CommonSpirit in the future in the ordinary course of their businesses and on an arms’-length basis.

Mr. Abhijit Dubey, brother of Sharmistha Dubey, who is a director on our Board, is the Global CEO of NTT, a publicly-traded global technology company. Certain of our subsidiaries sell products to NTT from time to time in the ordinary course of business and on an arm’s-length basis. In 2024, our subsidiaries sold approximately $500,000 of products to NTT. Our subsidiaries intend to sell products to NTT in the future in the ordinary course of their businesses and on an arms’-length basis.

Our transactions with CMS, CommonSpirit, and NTT represented less than 0.2% of Fortive’s, CMS’s, CommonSpirit’s, and NTT's respective revenues in 2024.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 39


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Director Compensation

Director Compensation Policy

The Compensation Committee reviews our non-employee director compensation policy annually and proposes changes to the Board, as appropriate. In reviewing the non-employee director compensation policy in 2024, the Compensation Committee worked with Pearl Meyer to assess the competitiveness of our non-employee director compensation policy based on benchmark information from peer companies and relevant compensation surveys. Based on its review, the Compensation Committee proposed the following non-employee director compensation policy, which recommendation the Board adopted.

Each of our non-management directors receives the following compensation:

An annual retainer of $105,000, payable in cash or in RSUs pursuant to an election made the prior year under the Non-Employee Director’s Deferred Compensation Plan described below (the “Election”).
An annual equity award with a target award value of $200,000, with 75% allocated to RSUs and 25% allocated to options. The options will be fully vested as of the grant date. The RSUs will vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of our shareholders following the grant date.
Reimbursement for out-of-pocket expenses, including travel expenses, related to the director’s service on the Board, including up to $10,000 per year for out-of-pocket expenses incurred in connection with continuing director education under our director education policy.

In addition, the Board chair receives an annual retainer of $92,500, payable in cash or in RSUs pursuant to the Election, and an annual equity award with a target value of $92,500 (with 75% allocated to RSUs and 25% allocated to options ), the chair of the Audit Committee receives an annual retainer of $25,000, each of the non-chair members of the Audit Committee receives an annual retainer of $15,000, the chair of the Compensation Committee receives an annual retainer of $20,000, each of the non-chair members of the Compensation Committee receives an annual retainer of $10,000, the chair of the Nominating and Governance Committee receives an annual cash retainer of $20,000, each of the non-chair members of the Nominating and Governance Committee receives an annual retainer of $10,000, the chair of the Finance Committee receives an annual retainer of $10,000, and each of the non-chair members of the Finance Committee receives an annual retainer of $10,000, in each case, payable pursuant to the Election.

Pursuant to the Non-Employee Director’s Deferred Compensation Plan, each director may make an election during the prior year to receive the director’s annual retainer, including the base annual retainer payable to all directors, additional annual retainer payable to the Board chair, and the additional annual retainer payable to the committee chairs and members, in:

cash payable in four equal installments following each quarter of service;
RSUs with a target value equal to the annual retainer and granted concurrently with the annual equity award that will:
vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of our shareholders following the grant date;
not be settled in shares until the earlier of the director’s death or, based on the election made by the director, the first day of the seventh month, first year, third year, or fifth year following the director’s retirement from the Board; or
a combination of cash and RSUs as allocated in increments of 1% of the total annual retainer.

Stock Ownership Policy

Our Board has also adopted stock ownership requirements for non-management directors. Under the requirements, each non-management director (within five years of his or her initial election or appointment) is required to beneficially own shares of our common stock with a market value of at least five times his or her annual retainer. Once a director has acquired a number of shares that satisfies such ownership multiple, such number of shares then becomes such director’s minimum ownership requirement (even if his or her retainer increases or the fair market value of such shares subsequently declines). Under the policy, beneficial ownership includes time-based RSUs held by the director and shares in which the director or his or her spouse

 

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or child has a direct or indirect interest, but does not include shares subject to unexercised stock options. In addition, our Board has adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of our common stock that he or she directly or indirectly owns and controls. We have also adopted a policy that prohibits our directors and employees from engaging in any transactions involving a derivative of our securities, including hedging transactions.

Director Compensation Table

The table below summarizes the compensation paid to the non-management directors for the year ended December 31, 2024. Mr. Lico is a member of the Board but does not receive any additional compensation for services provided as a director and, therefore, is not included in the table below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NAME

 

FEES EARNED
OR PAID IN CASH

 

STOCK
AWARDS
(1)(2)

 

OPTION
AWARDS
(1)(2)

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eric Branderiz(3)

 

 

 

$268,456

 

 

$57,412

 

 

$325,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel L. Comas

 

$125,000

 

 

$143,712

 

 

$57,412

 

 

$326,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sharmistha Dubey(3)

 

 

 

$263,714

 

 

$57,412

 

 

$321,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rejji P. Hayes(3)

 

$5,000

 

 

$268,456

 

 

$57,412

 

 

$330,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wright Lassiter III(3)

 

 

 

$254,231

 

 

$57,412

 

 

$311,642

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kate D. Mitchell(3)

 

$75,000

 

 

$215,567

 

 

$57,412

 

 

$347,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeannine Sargent

 

$140,000

 

 

$143,712

 

 

$57,412

 

 

$341,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alan G. Spoon(3)

 

$54,375

 

 

$419,098

 

 

$84,242

 

 

$557,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
The amounts reflected in these columns represent the aggregate grant date fair value of the applicable award computed in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”). With respect to stock awards, the grant date fair value under ASC 718 is calculated based on the number of shares of our common stock underlying the award, multiplied by the closing price of a share of our common stock on the date of grant. With respect to stock options, the grant date fair value under ASC 718 is calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures) for the grants made in June 2024: an 8 year option life, a risk-free interest rate of 4.41%; a stock price volatility rate of 26.54%; and a dividend yield of 0.44% per share.
(2)
The table below sets forth as to each non-management director the aggregate number of unvested RSUs and aggregate number of stock options outstanding as of December 31, 2024. All of the stock options set forth in the table below are fully vested. The RSUs set forth in the table below vest in accordance with the terms described above.

 

 

 

 

 

 

 

NAME

AGGREGATE NUMBER
OF FORTIVE STOCK
OPTIONS HELD AS OF
DECEMBER 31, 2024

 

AGGREGATE NUMBER
OF UNVESTED FORTIVE
RSUs HELD AS OF
DECEMBER 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Eric Branderiz

6,380

 

 

3,680

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel L. Comas

9,830

 

 

1,970

 

 

 

 

 

 

 

 

 

 

 

 

 

Sharmistha Dubey

17,210

 

 

3,615

 

 

 

 

 

 

 

 

 

 

 

 

 

Rejji P. Hayes

6,200

 

 

3,680

 

 

 

 

 

 

 

 

 

 

 

 

 

Wright Lassiter III

10,730

 

 

3,485

 

 

 

 

 

 

 

 

 

 

 

 

 

Kate D. Mitchell

36,681

 

 

2,955

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeannine Sargent

13,729

 

 

1,970

 

 

 

 

 

 

 

 

 

 

 

 

 

Alan G. Spoon

56,344

 

 

5,745

 

 

 

 

 

 

 

(3)
Pursuant to the Non-Employee Director’s Deferred Compensation Plan, each of the directors was entitled to defer up to 100% of the annual retainer into RSUs with a target value equal to the amount of the annual retainer deferred. For compensation payable in 2024, each of Ms. Dubey and Messrs. Branderiz, Hayes, Lassiter, and Spoon elected to defer 100%, and Ms. Mitchell elected to defer 50%, of the annual retainer into RSUs with target value equal to the amount deferred and vesting on the anniversary of the grant date. Since RSUs granted in 2024 for the annual retainer deferred are accounted for under FASB ASC Topic 718, they are reported under the “Stock Awards” column in the table above.

 

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PROPOSAL 2: Advisory Vote on Executive Compensation

In accordance with Section 14A of the Exchange Act, we are asking our shareholders to vote at the Annual Meeting to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement (the “say-on-pay vote”).

As discussed in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain talented, high-performing leaders by delivering a total pay opportunity that is competitive in the market; place a strong emphasis on long-term, equity-based compensation to align interests of our executive officers and our shareholders; incentivize performance that leads to achievement of our business objectives in both the short-term and long-term; and reward both short-term and long-term performance aligned with our culture of high expectations.

Our executive compensation program is structured within a strong framework of compensation governance with a bias toward compensation that is dependent on long-term company performance and with compensation that is balanced to mitigate risks appropriately.

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. Accordingly, we are asking our shareholders to vote on an advisory basis “FOR” the following non-binding resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”

The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to all compensation relating to the Company’s named executive officers, as described in this Proxy Statement. The vote is advisory and is not binding on the Company, the Board, or the Compensation Committee and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board, or the Compensation Committee. However, the Board and Compensation Committee value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding the Company’s executive officers.

 

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This Compensation Discussion and Analysis (“CD&A”) explains our executive compensation program for our Named Executive Officers (“NEOs”) and the Compensation Committee’s process and rationale for making pay decisions for 2024.

Executive Summary

The Compensation Committee uses a rigorous, ongoing process to align executive pay with long-term value creation for shareholders and all stakeholders. This ensures our executive compensation programs are intentionally designed to align compensation outcomes with company performance.

 

Changes Made in 2024 Reinforces our Focus on

Pay-for-Performance

We continue to listen to our shareholders and thoughtfully refine our programs. We believe these changes align our executive compensation programs with shareholder returns while continuing to reward performance and retain talent. In 2024, we:

Increased the weighting of company financial goals in our annual incentive plan (“ICP”) to 80% (from 60%), and
Aligned our relative Total Shareholder Return (“rTSR”) metric to market best practices, and
Removed two of our largest peers from our Compensation Peer Group to ensure our peer group continue to remain appropriate

 

Sustained Long-term Value Creation

Since our inception, we have evolved our portfolio and leveraged the Fortive Business System (“FBS”) to accelerate growth and innovation and expand market share and profitability to unlock exceptional value for customers and shareholders as demonstrated by our financial results over the last five years:

An acceleration to mid-single-digit CAGR on Core Revenue Growth*
Delivered 14% CAGR on Adjusted Earnings per Share*
Achieved 18% CAGR on Free Cash Flow* underpinned by industry-leading net working capital performance
Achieved ~600 basis points of Adjusted Operating Profit Margin* expansion and ~350 basis points of adjusted gross margin expansion amidst unprecedented inflation

 

2024 Company Performance

In 2024, our operational discipline led to our portfolio performing at or above initial guidance1 to the investment community on most financial metrics:

Adjusted Earnings Per Share of $3.89 (13% growth)
Free Cash Flow of $1.4B (13% growth)
Adjusted Operating Profit Margin of ~27% (+100 bps)
In light of the mixed macroeconomic environment for Precision Technologies segment, however, Core Revenue Growth across the Fortive portfolio was 1% which is reflected in the lower Company Performance Factor applied to our annual ICP as well as in our performance stock units
In addition, we executed on our plan to prioritize the return of capital to shareholders by utilizing our record free cash flow to return ~$1B to shareholders through the repurchase of ~12M shares and grew dividends ~10% year-over-year

Our culture of continuous improvement and commitment to FBS – the foundation for our executive officer’s individual Strategic Performance Factors led to another year of productive Kaizen activity. The ongoing integration of AI and automation into our evolving FBS toolset resulted in a faster, more efficient pipeline of exciting new products, significant productivity improvements, enhanced customer experiences, and increased win rates with reduced customer costs.

Our accelerated pace of innovation in 2024 helped sustain top-line momentum. The separation of our Precision Technologies segment positions Fortive to drive improved core sales growth, and our commitment to leverage FCF through the separation to return capital to shareholders with share repurchases provides greater clarity on our near-term focus and future long-term value creation strategy.

 

1 We set our incentive plan goals at mid to high range of guidance.

* Core Revenue Growth (“Core Growth”), Adjusted Operating Profit Margin, Adjusted Earnings Per Share (“Adjusted EPS”), and Free Cash Flow are non-GAAP financial measures. For the definition of these non-GAAP financial measures and the reconciliation of such measures to the corresponding GAAP measures, please refer to “Non-GAAP Financial Measures” in Appendix A.

 

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Pay For Performance

Our executive compensation program is designed so that the compensation realized by our executive officers is dependent on actual performance and aligned to our shareholders experience. This is the foundation of our compensation philosophy and demonstrated by:

92% of 2024 total target annual compensation for the CEO is performance-based and 78% is granted in equity, while, on average, 88% of 2024 total target annual compensation for the other NEOs is performance-based and 72% is granted in equity.
50% of the NEOs’ long-term incentive compensation consists of performance stock units (“PSUs”).
60% of the 2024 PSU award is tied to relative TSR, whereby we set the target at 55th percentile ranking relative to the S&P 500 index companies, making the target payout heavily dependent upon above-median TSR outperformance.
40% of the 2024 PSU award is tied to Core Revenue Growth, a key measure of the effectiveness and execution of our long-term organic growth strategies sustained over a multi-year period, in alignment with expectations of the investment community.
27% of the Target 2024 PSU award was projected to pay out as of December 31, 2024.
In addition, there was no increase in base salary for any of our NEOs in 2024. Both our CEO and CFO received a Personal Performance Factor that aligned with the Company Financial Factor under our 2024 annual incentive program. This underscores our commitment to closely aligning our executives' experiences with those of our shareholders.

The rigor of our goal-setting and alignment of our executive officers to shareholder value creation is further reflected when examining our PSUs in the chart below, with PSUs constituting the largest component of target compensation. The realizable value of PSUs often trail target grant date fair value as shown in the corresponding “Summary Compensation Table” when our total shareholder return did not outperform relative to the S&P 500 index companies.

The contents of this section are supplemental to, and not intended to replace, the disclosure in the “Pay vs. Performance” section made pursuant to Item 402(v) of Regulation S-K.

 

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* 27% of Target 2024 PSUs were projected to payout as of December 31, 2024.

** Realizable PSU Compensation is based on, for vested awards, the actual number of shares earned based on the corresponding 3YR performance multiplied by the closing price of our common stock on the last trading day of the grant year (“the Applicable Price”) and, for unvested awards, the projected number of shares that would be earned assuming the relative TSR performance and the Core Growth performance as calculated at the end of 2024 applied for the remainder of the performance period multiplied by the Applicable Price.

*** For vested awards, the actual 3YR TSR percentile ranking corresponding to the PSUs granted to the CEO during such year. For unvested awards, the corresponding projected 3YR TSR percentile ranking as calculated at the end of 2024 applied for the remainder of the performance period.

 

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Overview of Fortive

2024 Named Executive Officers

 

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James A. Lico

President and Chief

Executive Officer
(“CEO”)

Charles E. McLaughlin

Senior Vice President
and Chief Financial
Officer
1

Tamara Newcombe

President and CEO of
Precision Technologies
and Advanced
Healthcare Solutions
1

Olumide Soroye

President and CEO of
Intelligent Operating
Solutions
1

Stacey Walker

Senior Vice President
and Chief Human
Resource Officer
1

 

1 Title and role as of December 31, 2024.

How We Drive Innovation and Optimize Performance

Our 2024 results contributed to our strong 5-year execution track record in financial performance and helped sustain top-line momentum going into 2025 to improve core sales growth. Our announcement of the separation of the Precision Technologies segment into a new company, Ralliant, will provide additional clarity on strategy and enhance value creation.

 

 

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Looking Ahead to 2025

Spin of Precision Technologies Segment: In September 2024, we announced our intention to separate our company into two independent, publicly traded companies, each with a focused business model and its own clear growth and capital allocation priorities. Upon completion of this separation, Fortive will be a technology solutions company comprised of a leading portfolio of brands currently operating under Fortive’s Intelligent Operating Solutions ("IOS") and Advanced Healthcare Solutions ("AHS") business segments. These durable growth-oriented businesses, with approximately 50 percent recurring revenue, are aligned with significant long-term growth trends driven by the shift towards software-enabled workflows, the growing importance of connected devices and IoT offerings, rising productivity, safety and security requirements, and the demand for safer, high-quality healthcare globally. Fortive will be well positioned to continue to drive growth and profitability across its portfolio through a combination of organic compounding and execution of a focused and balanced capital allocation strategy, prioritizing M&A that enhances recurring revenue, growth, and free cash flow. The Precision Technologies business segment will become an independent entity doing business under the name Ralliant.

Leadership Transitions: We foster leadership potential in all our people and have been intentional about growing our next generation of leaders, who are energized by the immense opportunities ahead. In connection with the separation, we also announced leadership changes aligned with our internal talent-development and succession plans. Jim Lico, President and CEO will be retiring upon completion of the separation and Olumide Soroye, currently President and CEO of our IOS and AHS segments, will become Fortive’s next President and CEO. On March 24, 2025, Chuck McLaughlin, retired as SVP and CFO, and Mark Okerstrom was appointed Fortive's SVP and CFO. Mr. Lico and Mr. McLaughlin will continue to serve in non-executive officer roles through the end of the year to assist with the transitions and ensure continuity.

Impact on Executive Compensation Programs: As always, we adapt our practices to keep pace with our company's evolution. In light of these transformative events, we plan to conduct a comprehensive review of our philosophy, programs, and compensation peer group in 2025. This will ensure continued alignment with our future portfolio, talent profile, and the business economics of our new company.

Equity Plan Renewal: We will be requesting the renewal of our equity plan due to its upcoming expiration in 2026. No new shares are being requested; instead, outstanding equity will be rolled over into this new plan. This approach ensures we can continue our commitment to primarily incentivize our executives through equity compensation and maintain alignment with our shareholders.

2024 Say-on-Pay Advisory Vote and Shareholder Engagement

The Compensation Committee has a history of keeping an open dialogue with our investor community. Consistent with this approach, we held our regular annual engagement that covered executive compensation and renewal of our equity plan, among other topics, including the results of our advisory shareholder vote on compensation in 2024. In addition, we had an active dialogue about the positive program changes we implemented in 2024, further described below. The results of the 2024 say-on-pay advisory vote was 92.06% in favor.

What We Heard and What We Did

During the most recent rounds of discussions, we reached out to our top 25 investors representing ~65% of outstanding shares and met with investors representing 37% of outstanding shares.

Many shareholders reiterated their appreciation for our proactivity, responsiveness, and continued efforts to strengthen our programs. Investors were pleased to see the changes we confirmed in 2024 in response to prior outreach.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 47


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A summary of the actions we took in 2024 and prior years is described below:

 

What We Heard

What We Did

When We
Did It

Enhance transparency of the annual incentive award determined by individual strategic measures, given the weighting.

Committed to more transparency, and highlighted the competitive reasons for any limited disclosure.
Reduced the weighting of the individual strategic performance goals to 20% (from 40%).

 

2024

Align the relative TSR payout structure for the PSUs to competitive market practice.

Aligned the relative TSR payout structure to peer and market practices for our 2024 PSU cycle, creating a stronger pay-for-performance relationship.
Removed "floor" payout on relative TSR PSU for positive absolute TSR performance.

 

2024

Refine the peer group to ensure it appropriately reflects our business mix and talent markets.

Enhanced peer group selection methodology and alignment to our business mix and talent markets.
Eliminated two larger peers for comparability.

 

2024

Limit maximum cash severance payment without shareholder approval.

Adopted a cash severance policy that prohibits cash severance payment arrangements with Section 16 officers in excess of 2.99 times the sum of base salary and target bonus.

 

2023

Subject time-based equity awards, in addition to incentive compensation, to the clawback policy.

Added the discretionary ability of the Board to clawback compensation, including time-based equity awards, upon gross misconduct leading to a financial restatement.

 

2023

 

 

 

 

 

Increase the percentage of long-term incentive awards dependent on TSR and include additional performance measures.

 

Increased PSUs from 35% to 50% of the equity mix.
Added absolute three-year average Core Revenue Growth as a performance measure.
Set PSUs weightings to 60% relative TSR performance and 40% three-year average Core Revenue Growth performance.

 

 

2022

 

Compensation Best Practices

Our executive compensation program reflects best practices in design and governance:

 

What We Do

What We Don’t Do

Frequent and Robust Shareholder Outreach

Performance Measures Aligned with Business Objectives

Rigorous Performance Goal Setting

Extended Vesting Requirements for Equity Awards

Enhanced Clawback Policy

Stock Ownership Requirements

Annual Risk Assessment

Independent Compensation Consultant

Limited Perquisites

ESG Performance Incorporated into the Compensation Program

× No Excise Tax Gross-Ups

× No “Single-Trigger” Change-in-Control Benefits

× No Pledging or Hedging

× No Evergreen Provision in Stock Incentive Plan

× No Repricing of Stock Options without Shareholder Approval

× No Liberal Share Recycling under Stock Incentive Plan

× No Defined Benefit Plans for Executive Officers

× No Delivery of Dividends or Dividend Equivalents on Unvested Equity Awards

× No Cash Severance Benefits above 2.99x of the Annual Cash Compensation (base salary plus target bonus) without Shareholder Approval

 

 

48 FORTIVE CORPORATION 2025 PROXY STATEMENT


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What Guides Our Program

Our Compensation Philosophy

Our compensation philosophy is aligned with building long-term value for our shareholders and other stakeholders, with our executive compensation program designed to:

 

 

Principle

 

Description

 

How We Accomplish

Attract, Recruit & Retain

• Recruit, retain, and motivate talented, high-performing leaders by delivering a total pay opportunity that is competitive in the market.

• Design our executives’ pay packages considering our Compensation Peer Group pay practices, performance, succession planning, complexity, and relative importance of role.

Align with Shareholders

• Place a strong emphasis on long-term, equity-based compensation to align interests of our executive officers and our shareholders.

• Deliver 78% and 72% of total direct compensation to the CEO and average other NEOs, respectively, in the form of equity-based compensation (Options, PSUs, RSUs) where intrinsic value is tied to the delivery of long-term value to our shareholders.

• In addition, PSUs provide alignment and accountability to achievement of our long-term strategic and financial priorities.

Align with Business Strategy

• Incentivize performance that leads to achievement of our business objectives in both the short-term and long-term.

• Set substantive financial performance goals with targets at or above midpoint guidance provided to external investors, reflecting our strategy at the beginning of performance cycles and hold executives accountable for achieving those targets.

• Consider individual performance in achievement against strategic goals to balance focus on business operations with business financial performance.

Align with Performance

• Reward both short-term and long-term performance aligned with our culture of high expectations.

• 92% of CEO target total direct compensation is performance-based; 78% of target compensation is based on long-term performance and 14% on short-term performance.

• 88% of average other NEOs target total direct compensation is performance-based; 72% of target compensation is based on long-term and 16% on short-term performance.

 

 

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 49


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How We Make Compensation Decisions

The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with the full Board, management and our independent consultant to examine the effectiveness of the Company’s executive compensation program throughout the year. Specific responsibilities are summarized in the table below:

 

Compensation Committee

• Determines our compensation philosophy and design as well as specific programs and policies for our executive officers; and

• Approves the annual compensation targets and awards for our executive officers.

Board of Directors and Management

• The Compensation Committee consults with the Board, the CEO, the Chief Human Resource Officer, and other members of management as they establish the compensation program and policies, and evaluate performance.

Independent Compensation Consultant

 

• Provides counsel and guidance to the Compensation Committee concerning our compensation design, program effectiveness, and annual compensation; and

• Reports directly to the Compensation Committee.

The Committee engaged Pearl Meyer in 2024 as its independent compensation consultant to provide counsel and guidance to the Compensation Committee in the design of our 2024 and 2025 executive compensation programs. The Compensation Committee reviewed Pearl Meyers’ independence in accordance with the NYSE Listing Standards and applicable SEC regulations and concluded that the firm’s work did not raise any conflict of interest.

 

 

The Compensation Committee’s authority and responsibilities are specified in the Compensation Committee’s charter, which is accessible on our website, www.fortive.com, by selecting ‘‘Investors,’’ then ‘‘Governance", and then “Governance Documents.’’ Web addresses to the Fortive website (www.fortive.com) are provided throughout this document for convenience only. Please note that information on or accessible through the Fortive website is not part of, or incorporated by reference into, this proxy statement.

Compensation Elements and Objectives

While fixed compensation is important to provide a stable source of income, the Compensation Committee believes executive compensation should primarily be performance-based, emphasizing long-term incentive compensation in the form of equity awards aligned with our shareholders’ interests. The following table sets forth the three primary elements of our compensation program:

 

ELEMENT

FORM

COMPENSATION

PERIOD

PERFORMANCE

MEASURES

PRIMARY OBJECTIVES

Base Salary

Cash

1-year

Paid regularly

N/A

• Attract and retain executive talent.

• Recognize day-to-day role and scope of responsibility and impact.

• Provide stable source of income.

 

Annual
Incentive
Compensation

Cash

1-year

Annual performance, paid once

• Adj. EPS

• Free Cash Flow

• Core Revenue Growth

• Strategic Objectives

• Align compensation with business strategy.

• Reward annual performance on key strategic, financial, and operational measures.

• Motivate and reward high performance.

 

Long-Term Incentive

PSUs

4-years

3-year performance,
with an additional 1-year holding period

• Relative TSR vs. S&P 500

• Core Revenue Growth

• Align the interests of our executives with the delivery of long-term value to shareholders.

• Retain executive talent through an extended vesting period.

• Incentivize strong relative TSR and absolute Core Revenue Growth.

RSUs

4-years

50% vesting in years 3 and 4

• Adj. EBITDA Margin for incremental RSUs

Stock Options

4-years

50% vesting in years 3 and 4

• Stock Price

 

 

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2024 Compensation Mix (At Target)¹

Our executive compensation program emphasizes performance-based compensation that aligns with long-term value creation for our shareholders. We design our program to be heavily weighted toward performance-based compensation. As shown below, the majority of our 2024 executive compensation was performance-based.

img264516233_128.jpg

(1)
Compensation reflects target grant values and may differ from values disclosed in the Summary Compensation Table. Percentages are rounded to the nearest whole number.

How We Stay Competitive

The Compensation Committee believes it is essential to understand the relevant market for executive talent to inform our decision-making and ensure our executive compensation program supports our recruitment and retention needs.

In designing the 2024 executive compensation program, the Compensation Committee worked with Pearl Meyer to assess the competitiveness of our executive compensation levels and practices using the peer group of companies listed below.

In response to shareholder feedback, the Compensation Committee worked with Pearl Meyer to identify changes to the peer group and specifically, two of our largest peers, Danaher and 3M were removed. The resulting group of 15 peers better aligns with our current portfolio mix, size (based on revenues and market capitalization) and talent market.

In assessing the composition of the peer group, the Compensation Committee considered:

 

Companies in relevant industries (e.g., electrical/electronic equipment, industrial conglomerates/machinery, healthcare equipment & supplies, life science, software, etc.), and
Companies with whom we compete for executive talent, and
Companies with similar revenue (primary metric), market capitalization, an enterprise value/revenue ratio of at least 2x, and strong operating margin and long-term TSR results.

 

 

Percentile

Revenue

 

 

75th Percentile

$12.0B

 

 

50th Percentile

$6.0B

 

 

25th Percentile

$5.1B

 

 

FTV

$6.0B

 

 

FTV Positioning

50th %ile

 

 

Source: S&P Capital IQ; based on Fortive and peer financials at the time of the Compensation Peer Group review (Fall 2023) used to inform fiscal 2024 pay decisions

 

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 51


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Our 2024 Compensation Peer Group

 

INDUSTRY

COMPANY

Electrical Equipment/Machinery (27%)

• Ametek Inc

• IDEX Corporation

• Illinois Tool Works Inc.

• Rockwell Automation Inc.

Health/Life Sciences (20%)

• Mettler-Toledo International Inc.

• STERIS plc

• Stryker Corporation

Multi-Industry (33%)

• Ecolab, Inc.

• Honeywell International Inc.

• Roper Technologies, Inc

• Trimble Inc.

• Zebra Technologies Corporation

Software Cos. (20%)

• Autodesk, Inc.

• ServiceNow, Inc.

• Synopsys, Inc.

In addition to peer group data and compensation survey data, the Compensation Committee also considers our diverse business mix, individual performance, succession planning, and complexity of role to establish meaningful compensation.

Looking Ahead to 2025

A holistic review of the compensation peer group is planned for 2025 to ensure continued alignment to our go-forward portfolio, talent profile, and business economics of our new company.

 

52 FORTIVE CORPORATION 2025 PROXY STATEMENT


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How We Measure Performance

Our executive compensation program’s performance measures and goals are based on the factors we believe are most relevant to our shareholders and consistent with the expectations we communicate. Performance goals are based on the financial guidance provided to our shareholders, with targets established at or above midpoint of the corresponding guidance, and the thresholds set within a narrow range of the target. Given most of our executive compensation consists of equity awards, if we were to set financial guidance below shareholder expectations, it could negatively impact the market value of our common stock, affecting both shareholders and executives. Therefore, establishing performance targets at or above midpoint of our financial guidance to the investment community ensures that our compensation performance goals are aligned with measures that drive market value.

Performance goals are based on the financial guidance provided to our shareholders, with targets established at or above midpoint of the corresponding guidance.

The relative TSR target is set at the 55th percentile ranking relative to the S&P 500 index companies so that a target payout is dependent on outperforming within the market index.

A Closer Look at Our Financial Performance Measures

The Compensation Committee discusses performance measure selection regularly. Based on those discussions, we have selected a carefully balanced mix of quantifiable absolute and relative financial measures across our incentive plans to support our business strategy and alignment with shareholder, as follows:

 

Measure(1)

 

ICP

 

LTI

 

Rationale

 

 

 

 

 

Adjusted EPS

 

img264516233_211.jpg

 

 

• Adjusted EPS reflects our ability to generate profits for our shareholders, as well as our overall financial health and efficient management. By excluding non-recurring expenses or gains, Adjusted EPS aims to highlight a more accurate representation of our operational performance and earnings potential.

• We set our 2024 financial target for Adjusted EPS at the midpoint of the initial guidance provided to shareholders.

Free Cash Flow (“FCF”)

 

img264516233_212.jpg

 

 

 

• By tying annual incentives to FCF, executives are motivated to make decisions that prioritize long-term, sustainable financial health by rewarding activities that contribute to long-term cash generation.

• In order to better articulate the tie between initial guidance to our investment community and our financial target, we changed to FCF from FCF conversion ratio.

• We set our 2024 financial target for FCF at the initial guidance provided to shareholders.

Core Revenue Growth

 

img264516233_213.jpg

 

img264516233_214.jpg

 

• Core Revenue Growth rate is the rate of revenue growth from our existing businesses on a year-over-year basis, which is an important measure of the performance of our existing businesses and is a key measure of the effectiveness and execution of our long-term organic growth strategies, including new product introductions, marketing and sales effectiveness, and customer growth.

• We set our 2024 financial target for Core Revenue Growth at the high-end of guidance provided to shareholders.

Relative TSR

 

 

 

img264516233_215.jpg

 

• Relative TSR provides a clear benchmark for evaluating our performance against the broader market, motivating management to achieve superior performance compared to peers. This fosters competitiveness and innovation to support the creation of long-term shareholder value.

• The target is set at the 55th percentile ranking relative to the S&P 500 index companies linking program payout to our TSR outperforming within the S&P 500 index.

Adjusted EBITDA Margin(2)

img264516233_216.jpg

• EBITDA provides a clear view of our operational performance and by excluding non-operating or non-recurring expenses, it reflects the core profitability of our business. Using Adjusted EBITDA in our long-term incentive plan encourages a focus on sustainable financial performance over the long term.

• We set our 2024 financial target for Adjusted EBITDA Margin at the high-end of guidance provided to shareholders.

 

(1)
Adjusted EPS, Free Cash Flow, Adjusted EBITDA, and Core Revenue Growth are non-GAAP financial measures. For the definition of these non-GAAP financial measures and the reconciliation of such measures to the corresponding GAAP measures, please refer to “Non-GAAP Financial Measures” in Appendix A.
(2)
Adjusted EBITDA Margin” means the ratio of Adjusted EBITDA to Net Revenue.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 53


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Setting our Core Revenue Growth Goals

Why Is Core Revenue Growth also included in the Long-Term Incentive Program?

We believe that prioritizing Core Revenue Growth rate in both our short-term and long-term incentive programs provides the best opportunity to align our incentives with long-term value creation for our stakeholders.

Why do we not set a three-year Core Revenue Growth target at the time we award PSUs?

We set annual Core Revenue Growth goals for long-term incentives instead of three-year goals since we do not offer guidance for Core Revenue Growth beyond the annual period. Disclosing a three-year target for compensation could potentially mislead our investors. Additionally, predicting the contribution from acquisitions (after one year) is uncertain.

Why Was the Core Revenue Growth target in 2024 lower than the 2023 target and results?

The chart below illustrates the fluctuation in our Core Revenue Growth rate, emphasizing the importance of setting annual financial targets based on prevailing market and economic conditions. Our target-setting methodology aligns Core Revenue Growth at or above the guidance shared with shareholders at the start of each year. This ensures that we reward outperformance relative to these expectations. While many companies use absolute revenue as a compensation metric, we use revenue growth rate to demonstrate improvement in revenue year over year, with any positive growth rate resulting in year over year increase in absolute revenue. Because we use a growth rate, we believe using a “prior year plus” target-setting approach is not sustainable over time, or suitable for incentive plan purposes. Our approach has consistently led to increased revenues year after year. See graph below:

 

 

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54 FORTIVE CORPORATION 2025 PROXY STATEMENT


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2024 Executive Compensation in Detail

Base Salaries

In 2024, a company-wide merit adjustment budget was approved, including for our NEOs, who participated on the same terms as other eligible employees. Despite strong financial and personal performance, base salaries for our NEOs were held flat recognizing our philosophy to focus on variable compensation.

In making base salary decisions, the Compensation Committee considers the CEO’s recommendations (other than concerning his own base salary) and each NEO’s position and level of responsibility within the Company. The Committee also considers factors such as competitive market data as well as individual performance, experience, internal equity, and succession.

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE OFFICER

 

2024 BASE
SALARY
(1)

 

2023 BASE
SALARY

 

PERCENTAGE
INCREASE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

 

$1,250,000

 

 

$1,250,000

 

 

0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. McLaughlin

 

$760,000

 

 

$760,000

 

 

0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

 

$725,000

 

 

$725,000

 

 

0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olumide Soroye

 

$750,000

 

 

$750,000

 

 

0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stacey Walker

 

$625,000

 

 

$625,000

 

 

0.0%

 

 

 

 

 

 

 

 

 

 

 

 

(1)
The actual amounts paid to our NEOs as salary in 2024 are set forth in the 2024 Summary Compensation Table later in this proxy statement.

Annual Incentive Compensation

Design At-A-Glance

In response to shareholder feedback, in 2024, the Compensation Committee increased the weighting of the Company Performance Factor to 80% (from 60%), with a corresponding decrease to the weighting of the Strategic Performance Factor to 20% (from 40%).

For 2024, each NEO was eligible for an incentive award equal to his or her base salary multiplied by his or her target award opportunity, multiplied by the Composite Performance Factor (which is the sum of the Company Performance Factor (80% weighting) and the individual Strategic Performance Factor (20% weighting)).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THE 2024 ANNUAL INCENTIVE COMPENSATION FORMULA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Base Salary

($)

 

×

 

Target Award

Opportunity

(%)

 

×

 

 

Composite Performance Factor

 

=

 

Actual Incentive

Payout

 

 

Fortive Company

Performance (80%)

 

 

+

Strategic

Performance (20%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 55


 

 

80%

Fortive

Company

Performance

Factor

 

 

20%

Strategic

Performance

Factor

img264516233_202.jpg

 

 

 

The graphic below describes the 2024 Annual Incentive Compensation components:

 

img264516233_218.jpg

 

The Compensation Committee approved financial measures that align with our investment community expectations.

Performance Measures

Weighting

Adjusted EPS

60%

Free Cash Flow

20%

 

 

Core Revenue Growth

20%

 

 

img264516233_219.jpg

 

 

 

 

 

 

 

 

We build

img264516233_220.jpg

Customer success

img264516233_221.jpg

 

The Compensation Committee establishes individual performance goals to align with the Company's overall strategic initiatives and core values.

extraordinary teams

for extraordinary results

inspires our innovation

 

 

We compete for shareholders

 

Kaizen

is our way of life

 

Fortive Company Performance Factor (80% Weighting)

The Company Performance Factor portion applied to each NEOs’ 2024 Annual Incentive Compensation was designed to align with the expectations of our investment community as well as demonstrate the execution of our business strategy. We intentionally set our targets at the mid to high range of initial guidance provided to the investment community.

 

img264516233_222.jpg

 

 

 

56 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Strategic Performance Factor (20% Weighting)

The Strategic Performance Factor portion applied to each NEOs’ 2024 Annual Incentive Compensation was determined based on the evaluation of their individual contributions to predefined financial, operational, strategic, and ESG measures across four performance categories that align with our corporate values. The performance categories and weightings varied based on the NEOs responsibilities and the function or group he or she leads, and included:

 

 

 

 

 

 

 

 

img264516233_223.jpg

 

img264516233_224.jpg

 

img264516233_225.jpg

 

img264516233_226.jpg

 

 

 

 

 

 

 

EXTRAORDINARY

 

CUSTOMER

 

KAIZEN

 

SHAREHOLDERS

TEAMS

 

SUCCESS

 

• Fortive Business System

• Innovation and automation

 

• Financial performance indicators

• Employee engagement & turnover

• Workforce planning & leadership funnels

• Inclusive culture

 

• New product growth

• Innovation & transformation

• Customer satisfaction

 

 

 

 

 

 

 

 

 

 

Target Award Opportunity

Target award opportunities are expressed as a percentage of base salary. The Compensation Committee also considers market data in setting target award amounts. The Compensation Committee made a modest adjustment to Ms. Walker’s target award opportunity based on findings from a comprehensive benchmarking review. All other NEO target award opportunities remained unchanged from 2023. Target award opportunities for 2024 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE OFFICER

 

2024
TARGET
AWARD
OPPORTUNITY
(%)

 

2024
TARGET
AWARD
OPPORTUNITY
($)

 

2023
TARGET
AWARD
OPPORTUNITY
(%)

 

2023
TARGET
AWARD
OPPORTUNITY
($)

 

YEAR
OVER YEAR
INCREASE IN
PERCENTAGE
(%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

 

190%

 

 

$2,375,000

 

 

190%

 

 

$2,375,000

 

 

0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. McLaughlin

 

130%

 

 

$988,000

 

 

130%

 

 

$988,000

 

 

0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

 

150%

 

 

$1,087,500

 

 

150%

 

 

$1,087,500

 

 

0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olumide Soroye

 

150%

 

 

$1,125,000

 

 

150%

 

 

$1,125,000

 

 

0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stacey Walker

 

90%

 

 

$562,500

 

 

85%

 

 

$531,250

 

 

6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024 Company Performance Factor Determination

For 2024, the Compensation Committee established Adjusted EPS, Free Cash Flow, and Core Revenue Growth as the performance measures for the Company Performance Factor. For each measure, the Compensation Committee established threshold, target, and maximum levels of performance. The chart below shows the 2024 goals and weightings for each measure, as well as actual results. The payout percentages for performance between threshold and target, or between target and maximum, respectively, were determined by linear interpolation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024 PERFORMANCE MEASURES & RESULTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PAYOUT LEVEL

% OF TARGET

ACTUAL

 

ADJUSTED
EPS

 

FCF
(Millions)

 

CORE REVENUE
GROWTH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

200%

 

 

$4.17

 

 

$1,513

 

 

5.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Target

100%

 

 

$3.79

 

 

$1,375

 

 

4.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Threshold

50%

(0% for Core Revenue Growth)

 

$3.41

 

 

$1,169

 

 

2.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual Results

 

$3.89

 

 

$1,406

 

 

1.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payout % (Before Weighting)

 

126.3%

 

 

122.5%

 

 

0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighting of Measure

 

60%

 

 

20%

 

 

20%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Payout

 

75.8%

 

 

24.5%

 

 

0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Final Company Performance Factor

 

 

 

 

100.3%

 

 

 

 

 

 

* Adjusted EPS, Free Cash Flow (“FCF”), and Core Revenue Growth are non-GAAP financial measures. For the definition of these non-GAAP financial measures and the reconciliation of such measures to the corresponding GAAP measures, please refer to “Non-GAAP Financial Measures” in Appendix A.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 57


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2024 Strategic Performance Factor Determination

The Compensation Committee, in consultation with the Board, established performance goals for each NEO to align with the Company’s overall strategic initiatives at the beginning of 2024. The Compensation Committee considers the individual’s impact and results against performance goals, while also considering the individual’s overall performance, the contribution of such individual to the Company’s results and the individual’s demonstrated leadership behavior in alignment with the Company’s core values. Following such assessment, the Compensation Committee assigns each NEO a rating between 0% and 200%. The following tables summarize the individual strategic performance assessment for 2024:

James A. Lico

FORTIVE

VALUE

 

Wgt.

goal

 

2024 Performance

Wgtd.
payout

 

Extraordinary Teams

 

20%

 

Succession Planning: Continue to strengthen leadership funnels, C-suite succession

 

Accelerated year-over-year progress in the development and growth of our leadership talent:

• Successful CEO succession for FTV and Ralliant, and

• Improvements in C-suite roles and OpCo President roles with enhanced succession depth and strength (~33% improvement), and

• Successful succession of Presidents at four OpCos and two external hires to boost leadership capabilities.

 

20%

Talent Capability:

Build capability in technology and innovation verticals

 

Year-over-year improvement in leadership capability among technology and innovation verticals (Product, FORT, ML/AI):

• New technology and innovation leaders across OpCos, and

• Expansion of FORT capability into OpCos.

 

Customer Success

20%

AI /Automation:

Deliver more value to customers by leveraging AI and automation to expand portfolio evolution

 

• Year-over-year progress in portfolio evolution of AI-related solutions to achieve operational efficiency gains (+75% against target).

20%

 

Kaizen

20%

Kaizen Activity:

Use FBS toolkit to drive cyber and geopolitical risk reduction

 

• Year-over-year improvement in de-risking Cyber through shared-service model.

• Continued improvement in geopolitical de-risking of manufacturing operations and processes through expanded diversification of manufacturing and supply chain.

20%

FBS:

Successfully deploy FBS toolkit for SaaS to improve NDR performance

 

• Largest CEO Kaizen event in history with 1,000+ participants.

• Improvement on Net Dollar Retention performance (+100 bps).

 

Shareholders

40%

Deliver Financials*:

Meet or beat guidance provided to shareholders

• Adjusted operating profit margin of 27%, up 100 bps year-on-year.

• Adjusted EPS growth of 13%, exceeding high range of guidance.

• Free cash flow of $1.4B, 13% growth and above high range of guidance; 200 bps improvement in FCF margins.

• Core revenue growth of 1%.

• Returned ~$1B to shareholders with repurchases of ~12M shares.

4O%

Investor Relations: Enhance IR and communications to create better understanding of Fortive and our financial strategy to improve shareholder value

• The pending Ralliant separation will provide investors more clarity on each companies' investment thesis and enhances IR messaging.

• Increase in stock price since separation announcement.

TOTAL STRATEGIC PERFORMANCE FACTOR  

100%

 

* Core Revenue Growth, Adjusted Gross Margin, Adjusted Operating Profit Margin, and Adjusted EPS are non-GAAP financial measures. For the definition of these non-GAAP financial measures, please refer to “Non-GAAP Financial Measures” in Appendix A.

 

58 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Charles E. McLaughlin

 

 

 

 

 

 

 

 

 

 

Fortive

Value

wgt.

goal

2024 performance

Wgtd.
payout

Extraordinary Teams

20%

Succession Planning: Develop and grow Finance leadership funnels

Year-over-year progress in the development and growth of the Finance leadership funnel:

• Increased quality and quantity within leadership funnels.

20%

 

 

 

 

Shareholders

40%

Deliver Financials*: Meet or beat guidance provided to shareholders

• Adjusted operating profit margin of 27%, up 100 bps year-on-year.

• Adjusted EPS growth of 13%, exceeding high range of guidance.

• Free cash flow of $1.4B, 13% growth and above high range of guidance; 200 bps improvement in FCF margins.

• Core revenue growth of 1%.

• Returned ~$1B to shareholders with repurchases of ~12M shares.

40%

 

 

Shareholders

40%

Investor Relations: Enhance IR and communications to create better understanding of Fortive and our financial strategy to improve shareholder value

• The pending Ralliant separation will provide investors more clarity on each companies' investment thesis and enhances IR messaging.

• Increase in stock price since separation announcement.

40%

 

Total Strategic Performance Factor  

100%

 

Tamara Newcombe

 

 

 

 

 

 

 

 

 

 

Fortive

Values

wgt.

Goal

2024 performance

wgtd.
payout

Extraordinary Teams

20%

People Strategy: Yield year-on-year improvements in employee experience, turnover, and improving succession with developing leaders

Increased leadership funnels, succession and hired key talent into critical roles across the Advance Healthcare Solutions (“AHS”) and Precision Technologies (“PT”) segments:

• Accelerated the ramp-up of new leaders, and

• Improved 3-month rolling turnover within PT and AHS.

30%

 

 

Customer Success

20%

Innovation: Evolve segment strategies to drive organic and inorganic portfolio evolution and innovation

Year-over-year progress against segment market strategies:

• >10 initiatives across PT Segment to drive automation and AI-powered capabilities to boost productivity in engineering, customer experience, and operational efficiency, and

• Investment in innovation of three AI-driven solutions to integrate AI and advanced analytics into hardware, firmware, and software systems.

25%

 

 

Kaizen

20%

FBS: Apply FBS know-how to reduce cyber and geopolitical risk

• Significant geopolitical and cyber risk reduction among PT and AHS segments with year-over-year improvement on operating companies now measuring low risk.

20%

 

 

Shareholders

40%

Segment Financials*: Year-over-year improvement of core revenue growth, core operating profit margin and other financials metrics

• Delivered strong financial results for the PT and AHS segments with improvements in core revenue growth rate, margin expansion, acquisition ROIC and other financial performance measures.

35%

 

Total Strategic Performance Factor   

110%

 

* Core Revenue Growth, Adjusted Gross Margin, Adjusted Operating Profit Margin, and Adjusted EPS are non-GAAP financial measures. For the definition of these non-GAAP financial measures, please refer to “Non-GAAP Financial Measures” in Appendix A.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 59


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Olumide Soroye

 

 

 

 

 

 

 

 

 

 

Fortive

Value

Wgt.

Goal

2023 Performance

Wgtd.
Payout

Extraordinary Teams

20%

People Strategy: Yield year-on-year improvements in employee experience, turnover, and improving succession with developing leaders

Achieved year-on-year improvement in employee turnover, engagement, and leadership development:

• Accelerated the ramp-up of new leaders, and

• Increased leadership funnels, succession and hired key talent into critical roles across the IOS segment, and

• Improved employee engagement and turnover in IOS segment.

25%

 

 

Customer Success

20%

Innovation: Evolve segment strategies to drive organic and inorganic portfolio evolution and innovation

Year-over-year progress against segment market strategies:

• Product innovation engine progression with 50% expansion in innovation funnel in IOS segment, and

• Accelerated initiatives across IOS Segment to drive AI-driven products and solutions for customers and AI-enabled improvements in productivity.

25%

 

 

Kaizen

20%

FBS: Apply FBS know-how to reduce cyber and geopolitical risk

• Reduction in global manufacturing footprint risk within IOS segment.

25%

 

 

Shareholders

40%

Segment Financials*: Year-over-year improvement of core revenue growth, core operating profit margin and other financials metrics

• Delivered strong financial results for the IOS segment with improvements in core revenue growth rate, margin expansion, acquisition ROIC and other financial performance measures.

• 20+ Kaizen events leading to improvement of bookings momentum across IOS Operating Companies.

50%

 

Total Strategic Performance Factor  

125%

 

STACEY WALKER

 

 

 

 

 

 

 

 

 

 

Fortive

Value

Wgt.

Goal

2023 Performance

Wgtd.
Payout

Extraordinary Teams

40%

People: Attract, retain and develop top talent to improve succession and depth, diversity and caliber of strategic talent funnels

Year-over-year improvements in the health of our talent:

• Successful execution of two CEO-ready successors, and

• Executive officer succession funnel improved year-over-year by ~33%, and

• Mid-single-digit percentage improvement in OpCo President succession funnel, and

• Product function talent funnel mid-teens percentage improvement.

 

50%

 

 

Customer Success

40%

HR Transformation: Deploy the new HR Operating Model that improves efficiency and quality outcomes for our businesses

New HR Operating Model stood up effectively including a global shared services function, payroll, and talent acquisition functions:

• Delivered project on time and to budget, and

• Met or exceeded most SLAs and KPIs related to stand-up.

 

50%

 

 

Kaizen

20%

FBS: Deploy and scale the Fortive Corp brand to create deeper stakeholder connection

• Increased alignment between FBSO and Leadership Development functions.

• Developed a "FBS for HR" strategy to infuse FBS rigor and tools in our new HR operating model.

• Delivered against commitments in leadership development and learning.

• Exceeded Employee Attraction Campaign goal of LinkedIn to Fortive Career site referral conversions.

 

30%

Total Strategic Performance Factor  

 

130%

 

* Core Revenue Growth, Adjusted Gross Margin, Adjusted Operating Profit Margin, and Adjusted EPS are non-GAAP financial measures. For the definition of these non-GAAP financial measures, please refer to “Non-GAAP Financial Measures” in Appendix A.

 

60 FORTIVE CORPORATION 2025 PROXY STATEMENT


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2024 Annual Incentive Award Payouts

Based on the results described above, the Compensation Committee approved annual incentive awards to the NEOs for 2024 performance as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE OFFICER

 

2024
BASE
SALARY

 

TARGET
AWARD
OPPORTUNITY
(%)

 

TARGET
AWARD
OPPORTUNITY
($)

 

FINAL
COMPOSITE
PERFORMANCE
FACTOR
(%)

 

FINAL
AWARD
PAYOUT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

 

$1,250,000

 

 

190%

 

 

$2,375,000

 

 

100.2%

 

 

$2,380,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. McLaughlin

 

$760,000

 

 

130%

 

 

$988,000

 

 

100.2%

 

 

$990,371

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

 

$725,000

 

 

150%

 

 

$1,087,500

 

 

102.2%

 

 

$1,111,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olumide Soroye

 

$750,000

 

 

150%

 

 

$1,125,000

 

 

105.2%

 

 

$1,183,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stacey Walker

 

$625,000

 

 

90%

 

 

$562,500

 

 

106.2%

 

 

$597,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long Term Incentive Compensation

 

2024 Annual Equity Award Mix

Our long-term incentive program is designed to align the interests of our NEOs with those of our shareholders while promoting a balance between driving sustainable business performance and providing meaningful retention.

 

For 2024, the Compensation Committee granted long-term incentive awards using the following mix of equity vehicles:

img264516233_227.jpg

 

Form of Award

Key Terms

PSUs

60% contingent on relative TSR versus the S&P 500 over a three-year performance period and 40% contingent on three-year average Core Revenue Growth.
Earned shares are subject to a one-year holding requirement after performance vesting.
No prorated vesting prior to completion of the full three-year performance period.

RSUs

Ratable vesting on third and fourth anniversaries of grant.
NEOs may earn “incremental” RSUs above the “base” number of RSUs depending on outperformance of the Adjusted EBITDA Margin goals as described below.

Stock Options

Ratable vesting on the third and fourth anniversaries of grant.
Exercise price based on the closing price on grant date.

 

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 61


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2024 Target Award Values

The Compensation Committee considers market data in setting target award amounts. The Compensation Committee increased target award values from 2023 to 2024 for Messrs. Lico, McLaughlin, Soroye, and Mmes. Newcombe and Walker between 4% to 13% to better align with the market and/or recognize individual contributions. Target award values for 2024 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXECUTIVE OFFICER

2024
PSUs
(AT TARGET)

 

2024
RSUs

 

2024
STOCK
OPTIONS

 

2024
TOTAL
TARGET
VALUE
(1)

 

2023
TOTAL
TARGET
VALUE
(1)

 

YEAR
OVER YEAR
INCREASE IN
PERCENTAGE
(%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

$6,500,000

 

 

$3,250,000

 

 

$3,250,000

 

 

$13,000,000

 

 

$12,500,000

 

 

4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. McLaughlin

$2,375,000

 

 

$1,187,500

 

 

$1,187,500

 

 

$4,750,000

 

 

$4,400,000

 

 

8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

$2,250,000

 

 

$1,125,000

 

 

$1,125,000

 

 

$4,500,000

 

 

$4,000,000

 

 

13%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olumide Soroye

$2,750,000

 

 

$1,375,000

 

 

$1,375,000

 

 

$5,500,000

 

 

$5,000,000

 

 

10%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stacey Walker

$1,250,000

 

 

$625,000

 

 

$625,000

 

 

$2,500,000

 

 

$2,250,000

 

 

11%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
The target dollar values of the equity grants noted above do not reflect the grant date valuations computed in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”). Instead, based upon the target dollar value of the equity awards and the types of equity awards noted below, the actual number of RSUs and target number of PSUs granted was determined by dividing the corresponding allocation of the dollar value by the 20-day average of the closing price of our common stock as of the grant date (“20 Day Average”) and the actual number of stock options granted was determined by dividing the corresponding allocation of the dollar value by one-third of the 20 Day Average. Additional details on amounts of the 2024 equity grants to all of our NEOs, including the grant date fair values of such awards computed in accordance with FASB ASC 718, are shown in “Executive Compensation Tables—Fiscal 2024 Grants of Plan-Based Awards”.

2024 PSU Performance Measures

The actual payout for the PSU awards granted in 2024 will be based on the following performance measures over a three-year period:

60% on relative Total Shareholder Return (“rTSR Percentile PSUs”), and
40% on absolute Core Revenue Growth (“Core Revenue Growth PSUs”).

 

 

 

Wgt

FY 2024

FY 2025

FY 2026

FY 2027

 

 

 

 

 

 

 


2024

rTSR Percentile PSUs

60%

3-Year Relative TSR

Year 4

PSUs

Core Revenue Growth PSUs

40%

Year 1
Core Revenue Growth

Year 2
Core Revenue Growth

Year 3
Core Revenue Growth

(1-Year Hold)

 

rTSR Percentile PSUs (60%)

In an effort to strengthen the pay for performance alignment and in response to shareholder feedback, we eliminated the ability to earn 25% of target PSUs for positive absolute TSR performance in the event our relative TSR performance fell below "Threshold" performance.

The 2024 rTSR Percentile PSU Performance Goals:

 

 

 

 

 

 

 

PAYOUT
LEVEL

 

% OF
TARGET
(1)

 

 

rTSR RANKING 
(RELATIVE TO THE S&P 500 INDEX)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

200%

 

 

≥75th percentile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Target

 

100%

 

 

55th percentile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Threshold

 

25%

 

 

25th percentile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below Threshold

 

0%

 

 

<25th percentile

 

 

 

 

 

 

 

 

(1)
The payout percentages for performance between threshold and target, or between target and maximum, respectively, will be determined by linear interpolation. However, if Fortive’s absolute TSR performance for the period were negative, then a maximum of 100% of the target PSUs would vest (regardless of how strong Fortive’s performance was on a relative basis).

 

62 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Core Revenue Growth PSUs (40%)

During the first quarter of each year of the three-year performance period, the Committee will establish an annual Core Revenue Growth target based at or above the midpoint of the initial Core Revenue Growth guidance provided to the investment community for such year. For each year during the three-year performance period, an annual performance result from 0% to 200%, based on a linear interpolation, will be assigned, with the final performance result for the Core Revenue Growth PSUs based on the average of the three consecutive annual performance results over the corresponding three consecutive performance years.

The 2024 PSU Core Revenue Growth Performance Goal was used to establish performance goals for year 1 of the 2024 PSUs, year 2 of the 2023 PSUs, and year 3 of the 2022 PSUs as shown below.

 

 

FY 2022

FY 2023

FY 2024

FY 2025

FY 2026

FY 2027

 

 

 

 

 

 

 


2022

3-Year Relative TSR

Year 4

 

 

PSUs

Year 1
Core Revenue Growth

Year 2
Core Revenue Growth

Year 3
Core Revenue Growth

(1-Year Hold)

 

 

 

 

 

 

 

 

 

 


2023

3-Year Relative TSR

Year 4

 

 

PSUs

Year 1
Core Revenue Growth

Year 2
Core Revenue Growth

Year 3
Core Revenue Growth

(1-Year Hold)

 

 

 

 

 

 

 

 

 

 


2024

3-Year Relative TSR

Year 4

 

 

PSUs

Year 1
Core Revenue Growth

Year 2
Core Revenue Growth

Year 3
Core Revenue Growth

(1-Year Hold)

 

The 2024 Core Revenue Growth PSU Performance Goals:

 

 

 

 

 

 

 

 

PAYOUT
LEVEL

 

% OF
TARGET

 

2024 CORE REVENUE GROWTH
PERFORMANCE GOAL
(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

200%

 

 

5.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Target (1)

 

100%

 

 

4.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Threshold

 

0%

 

 

2.8%

 

 

 

 

 

 

 

 

 

(1)
Based on the high end of the initial 2024 Core Revenue Growth guidance.
(2)
2024 target: the annual Core Revenue Growth Performance Goal will be reestablished in 2025 and 2026 and the result averaged.

Based on the actual performance of 1.3% in 2024, Core Revenue Growth performance was 0% of target payout. The final performance results for the 2024 Core Revenue Growth PSUs will be based on the average of the Core Revenue Growth performance results for 2024, 2025 and 2026. For more information about why Core Revenue Growth is an important performance measure in both our annual and long-term incentive plans, please refer to our discussion under the “Setting our Core Revenue Growth Goals” section above.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 63


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2022 PSUs Earned for 2022-2024 Performance

The 2022 PSU payout was based 60% on relative Total Shareholder Return (“rTSR”) performance over the corresponding three-year performance period and 40% on Core Revenue Growth based on the average of the three annual performance results over the corresponding three consecutive performance years.

2022 rTSR Percentile PSUs:

 

 

 

 

 

 

 

 

PAYOUT
LEVEL

 

% OF
TARGET
(1)

 

 

rTSR RANKING 
(RELATIVE TO THE S&P 500 INDEX)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

200%

 

 

>=75th percentile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Target

 

100%

 

 

55th percentile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Threshold

 

50%

 

 

35th percentile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Below Threshold

 

0%

 

 

<35th percentile

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual

 

88.8%

 

 

50th percentile

 

 

 

 

 

 

 

 

(1)
The payout percentages for performance between threshold and target, or between target and maximum, respectively, would be determined by linear interpolation. However, if Fortive’s absolute TSR performance for the period were negative, then a maximum of 100% of the target PSUs would vest (regardless of how strong Fortive’s performance was on a relative basis), and if Fortive’s absolute TSR performance for the period were positive, then a minimum of 25% of the target PSUs would vest.

2022 Core Revenue Growth PSUs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PAYOUT LEVEL

% OF TARGET(1)

ACTUAL

 

2022 Core Revenue Growth

 

2023 Core Revenue Growth

 

2024 Core Revenue Growth

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

200

%

 

 

 

 

10.0

%

 

 

 

7.0

%

 

 

 

5.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Target

 

100

%

 

 

 

 

7.0

%

 

 

 

5.0

%

 

 

 

4.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Threshold

 

0

%

 

 

 

 

5.0

%

 

 

 

3.5

%

 

 

 

2.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual Results

 

 

10.1

%

 

 

 

4.8

%

 

 

 

1.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payout %

 

 

200.0

%

 

 

 

86.7

%

 

 

 

0.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Final Payout - Average Payout %

 

 

 

 

 

 

95.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
The payout percentages for performance between threshold and target, or between target and maximum, respectively, would be determined by linear interpolation.

Our rTSR ranking for the 2022-2024 performance period was at the 50th percentile resulting in 88.8% of target payout on rTSR Percentile PSUs. Based on the average of the three annual performance results over the corresponding three consecutive performance years, we achieved 95.6% of target payout on Core Revenue Growth PSUs. The NEOs earned a combined 91.5% of their target PSUs as follows:

 

 

 

 

 

 

 

 

EXECUTIVE OFFICER

 

TARGET
SHARES

 

SHARES
EARNED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

 

91,315

 

 

83,572

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. McLaughlin

 

28,535

 

 

26,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

 

12,175

 

 

11,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olumide Soroye

 

34,245

 

 

31,342

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stacey Walker

 

14,460

 

 

13,235

 

 

 

 

 

 

 

 

The above shares earned by the NEOs under the 2022 PSUs are subject to an additional one-year holding period following the end of the performance period.

 

64 FORTIVE CORPORATION 2025 PROXY STATEMENT


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2024 RSU Performance Measure and Results

 

Our executive officers received Restricted Stock Units ("RSUs") in 2024. These RSUs consist of a base amount and a performance-based portion called “incremental” RSUs. NEOs can earn these incremental RSUs by exceeding specific financial goals. In 2024, the incremental RSUs could range from 10% to 50% of the base amount, depending on the company’s Adjusted EBITDA Margin performance. The initial target was set at the beginning of 2024 based on our high-end guidance, 28.4%. Actual Adjusted EBITDA Margin performance of 28.4% resulted in 10% incremental RSUs being earned in 2024.

Adj. EBITDA Margin performance goals were set at the high-end of 2024 investor guidance

 

 

 

 

 

 

 

 

 

PAYOUT LEVEL

 

INCREMENTAL RSUs
OPPORTUNITY
(% OF BASE RSUs)

 

ADJUSTED EBITDA
MARGIN 2024
PERFORMANCE
GOALS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

50%

 

 

≥29.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Threshold

 

10%

 

 

≥28.4%

 

 

 

 

 

 

 

 

 

(1)
“Adjusted EBITDA Margin” means the ratio of adjusted EBITDA to net revenue. “Adjusted EBITDA” means our adjusted earnings before net interest, income taxes, depreciation and amortization.
(2)
The incremental RSUs were determined by linear interpolation between 10% and 50% of the base RSUs for adjusted EBITDA margin between 28.4% and 29.2% (with 50% maximum incremental performance-based RSUs for EBITDA Margin at or above 29.2%). No incremental performance-based RSUs are payable for adjusted EBITDA margin below 28.4%.

Our Adjusted EBITDA Margin for 2024 was 28.4%. As a result, the NEOs earned an additional 10% of their base RSUs as follows:

 

 

 

 

 

 

 

 

EXECUTIVE OFFICER

 

BASE RSUs
GRANTED

 

INCREMENTAL
RSUS EARNED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

 

38,620

 

 

3,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. McLaughlin

 

14,110

 

 

1,411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

 

13,370

 

 

1,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olumide Soroye

 

16,340

 

 

1,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stacey Walker

 

7,430

 

 

743

 

 

 

 

 

 

 

 

 

Looking Ahead to 2025

A holistic review of long-term incentives and equity strategy is planned for 2025 to ensure not only our executive compensation program, but also our broader equity program appropriately reflects our go-forward portfolio talent market and business strategy of our new company and continues to align with our pay for performance philosophy.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 65


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Other Practices, Policies & Guidelines

Timing of Option Awards in Relation to the Disclosure of Material Nonpublic Information

The following discussion contains information required by Item 402(x) of Regulation S-K about the timing of option awards in relation to the disclosure of material nonpublic information. The Compensation Committee has adopted the Fortive Corporation Policy on Granting Equity Awards (the “Grant Policy”) relating to the timing of all equity-based compensation, including stock options, awarded by the Compensation Committee.

Under the Grant Policy, our annual equity-based compensation awards are granted on a pre-determined schedule. The effective grant date for our annual equity-based compensation awards, which are reviewed and approved during the Compensation Committee meeting held in the first quarter of each fiscal year, is fixed at the later of (i) March 2 (or the immediately following business day if March 2 of such year is not a business day) following the date of such Compensation Committee meeting or (ii) the second business day after the filing of the Company’s Annual Report on Form 10-K for the prior fiscal year. Any coordination between our annual equity-based compensation awards and the release of material nonpublic information that could be expected to affect the value of such awards is precluded by this predetermined schedule.

Furthermore, pursuant to the Grant Policy, as a general principle, the Compensation Committee does not take any material nonpublic information into account when determining the timing and terms of any equity-based compensation awards. The Compensation Committee also does not grant, or delay the grant, of any equity-based compensation awards in anticipation of the release of any material nonpublic information, and the Company does not time the disclosure of any material nonpublic information based on any equity-based compensation award grant dates, vesting events, or sale events for the purpose of affecting the value of any executive compensation.

During the fiscal year 2024, the Company did not award stock options to any named executive officer during the relevant period described in Item 402(x)(2) of Regulation S-K.

Stock Ownership Requirements

To further align management and shareholder interests and discourage inappropriate or excessive risk-taking, our stock ownership policy requires each executive officer to obtain a substantial equity stake in our common stock within five years of their appointment to an executive position. The multiples of base salary that the guidelines require are as follows:

 

Executive Level

 

Stock Ownership Level
(as a Multiple of Salary)

Chief Executive Officer

 

5.0x base salary

All Other Executive Officers

 

3.0x base salary

 

 

 

Once an executive has acquired a number of shares that satisfies the ownership multiple then applicable to him or her, such number of shares then becomes his or her minimum ownership requirement (even if the executive’s salary increases or the fair market value of such shares subsequently changes) until he or she is promoted to a higher level.

Under the policy, beneficial ownership includes shares in which the executive or his or her spouse or child has a direct or indirect interest, notional shares of our common stock in the Executive Deferred Incentive Plan (“EDIP”) plan, shares held in a 401(k) plan, and unvested RSUs that are subject only to time-based vesting requirements but does not include shares subject to unexercised stock options or any unvested RSUs or PSUs that are subject to outstanding performance-based vesting requirements.

 

66 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Clawback Policy and Plan Terms

The Compensation Committee has adopted a clawback policy that applies to our Section 16 officers (“executive officers”). Under this policy, in the event of a material restatement of our consolidated financial statements (other than any restatement required according to a change in applicable accounting rules), the Company will seek reimbursement of the portion of any incentive-based compensation granted, earned or vested based on the attainment of a financial reporting measure that would not have been paid had the consolidated financial statements been correctly stated.

In addition to recoupment of incentive-based compensation mandated by the SEC and the NYSE, our clawback policy includes an enhancement that provides the Board with the discretion to also recoup additional compensation, including any time-based equity awards, from any executive officer if the Board determines that the triggering material restatement was at least in part the result of gross misconduct by such executive officer.

Furthermore, under the terms of our 2016 Stock Incentive Plan, all outstanding unvested equity awards will be terminated immediately upon, and no grantee may exercise any outstanding equity award after, such time as he or she is terminated for gross misconduct. In addition, under the terms of the Fortive Executive Deferred Incentive Plan, or EDIP, if the plan administrator determines that termination of an employee’s participation in the EDIP resulted from the employee’s gross misconduct, the plan administrator may determine that the employee’s vesting percentage is zero with respect to all account balances that were contributed by us.

Insider Trading Policy

Our Board has adopted an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all Fortive personnel, including directors, officers, employees, and other covered persons, and Fortive itself. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Pledging Policy

Our Board has adopted a policy prohibiting any of our executive officers, including our NEOs, or directors from pledging as a security for any obligation any shares of our common stock that he or she directly or indirectly owns and controls.

Hedging Policy

We include within our Insider Trading Policy a prohibition applicable to all our employees, including our NEOs, and our directors against engaging at any time in:

short sales of our common stock;
transactions in any derivatives of our securities, including, but not limited to, hedging, buying or selling puts, calls, or other options (except for instruments granted under our 2016 Stock incentive Plan); or
engaging, directly or indirectly, in other hedging transactions, or otherwise engaging in other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock, including, but not limited to, collars, equity swaps, exchange funds, and prepaid variable forward sale contracts.

General Benefits

Our NEOs are eligible to participate in broad-based employee benefit plans, which are generally available to all U.S. salaried employees and do not discriminate in favor of our NEOs. In addition, each of our NEOs participates in the EDIP. The EDIP is a shareholder-approved, non-qualified, unfunded deferred compensation program available to selected members of our management.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 67


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We use the EDIP to tax-effectively contribute amounts to executives’ retirement accounts and give our executives an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals. We set the amount we contribute annually to the executives’ accounts in the EDIP at a level that we believe is competitive with comparable plans offered by the companies in our peer group. Participants in the EDIP do not fully vest in such amounts until they have participated in the program for 15 years or have reached age 55 with at least five years of service (including for executives who were employed by Danaher prior to our separation from Danaher, years of service with Danaher prior to that separation). We show the amounts we contributed to the EDIP for 2024 with respect to our NEOs in the “Summary Compensation Table.”

Perquisites

We offer limited perquisites to our NEOs which are not a major component of our compensation package or philosophy. We believe these limited perquisites help make our executive compensation plans competitive, are generally aligned with market practices and are cost-effective in that the perceived value of these items is higher than our actual cost. The perquisites we made available to our NEOs during 2024 were as follows:

 

Type

 

PARTICIPATING NEOs

Personal aircraft use

 

Messrs. Lico and McLaughlin

Tickets to sporting events

 

Messrs. Lico, McLaughlin,
and Soroye and Ms. Walker

Stipend ($10,000) for financial services

 

All NEOs

Executive physical

 

Messrs. McLaughlin and Soroye and Ms. Walker

Executive data privacy protection services

 

All NEOs

 

 

 

 

 

We made the personal aircraft use available under an aircraft use policy adopted by the Compensation Committee. The policy permits the use of our aircraft for business purposes only, other than with respect to a $150,000 and $50,000 personal use allowance to Messrs. Lico and McLaughlin, respectively. Messrs. Lico and McLaughlin must reimburse us for any personal use of the aircraft in a particular year in excess of their respective personal use allowances. Additional details on the other perquisites we made available to our NEOs in 2024 are described in the footnotes to the “Summary Compensation Table.”

Severance Benefits

To be consistent with market practices and ensure that our executive officers remain focused on our businesses during periods of uncertainty and are motivated to pursue transactions in the best interest of the shareholders and other stakeholders, we maintain a Severance and Change-in-Control Plan for Officers, which we refer to as the Severance Plan. It provides for severance benefits upon (i) a termination without cause not preceded by a change-in-control and (ii) a termination without cause, or good reason resignation, within 24 months following a qualified change-in-control.

“Double Trigger” Change-in-Control Severance. Because we intend the change-in-control severance benefit under the Severance Plan to ensure that the executive officers pursue transactions in the best interest of the shareholders and other stakeholders, the Committee limited the definition of “change-in-control” to include only:

a merger, consolidation or reorganization in which Fortive is not the surviving entity and in which the voting securities of Fortive prior to such transaction would represent 50% or less of the voting securities of the surviving entity;
sale of all or substantially all assets of Fortive, or
any transaction approved by the Board that results in any person or entity that is not an affiliate of Fortive owning 100% of Fortive’s outstanding voting securities.

 

68 FORTIVE CORPORATION 2025 PROXY STATEMENT


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If, within 24 months following a qualified change-in-control, a NEO is terminated without cause, or resigns for good reason, then the following severance payment would be due:

 

 

Compensation

 

CEO

 

OTHER NEOs

Cash Severance Payment

 

2x base salary and target annual incentive award

 

1x base salary and target annual incentive award

Cash Annual Incentive Award

 

Target annual incentive award prorated from the beginning of the year to the date of termination

 

Same

Equity Awards

 

Immediate acceleration of all unvested outstanding equity awards, with any performance conditions measured based on target performance

 

Same

Health Benefits

 

24 months

12 months

280G Excise Tax

 

No tax gross up

Same

 

 

 

 

 

Termination without Cause Severance. Recognizing the increased risk of forfeiture for equity awards by the NEOs as a result of our four-year vesting schedule with a three-year cliff before the initial vesting and to ensure that our executive officers remain focused on our businesses during periods of uncertainty, the Committee provided the following severance benefits under the Severance Plan upon a termination without cause other than within 24 months following a qualified change-in-control:

 

Compensation

 

CEO

 

OTHER NEOs

Cash Severance Payment

 

2x base salary

 

1x base salary

Cash Annual Incentive Award

 

Payments based on actual performance; and
Prorated from the beginning of the year to the date of termination

 

Same

Equity Awards

 

Based on actual performance against performance targets;
Subject to original time-vesting; and
Prorated for the period from the date of the grant to the date of termination

 

Same

Health Benefits

 

24 months

12 months

280G Excise Tax

 

No tax gross up

Same

 

 

 

 

 

 

Shareholder Ratification Policy. We adopted a policy that, without prior shareholder approval, we will not pay or enter into any new agreement with an executive officer, including an NEO, that provides for cash severance benefits in connection with the executive officer’s voluntary or involuntary termination in an amount that exceeds 2.99 times the sum of the executive officer’s target cash compensation (base salary plus target bonus) in the year of termination.

CEO Early Retirement Policy for Equity Awards Granted During or After 2022

In connection with the long-term CEO succession planning by the Board and to grant the Board additional flexibility in determining the timing and collaborative nature of any future CEO transition, the Compensation Committee adopted an early retirement policy with respect to equity awards granted to Mr. Lico during or after 2022.

If Mr. Lico provides notice of early retirement on or after (i) January 1, 2026 or (ii) an earlier date on which the Board, at its sole discretion in the future, formally approves a specific successor to the CEO position (the “qualified date”), the Board may designate a CEO transition period of up to twelve additional months following such notice during which Mr. Lico will be required to provide transition services, as requested by the Company (the “CEO transition period”). Upon such notice of early retirement on or after the qualified date and upon completion of the requested transition services during the CEO transition period, all equity awards granted to Mr. Lico on or after 2022 will continue to vest under their original time-based vesting terms and will be subject to the satisfaction of all original performance-based vesting requirements.

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 69


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The Compensation Committee considered and implemented the following governance features to align this policy:

The policy is structured consistently with the general early retirement benefit available to all employees and the benefits accelerated by less than one year to enhance flexibility to support CEO transition and succession
The policy applies only to equity awards granted to Mr. Lico during or after 2022; and
The policy would not provide for any acceleration of payment or waiver of any performance-based vesting requirements.

Subject to Mr. Lico's continued service through the completion of the Ralliant separation and the formal appointment of Mr. Soroye as the President and CEO of Fortive, Mr. Lico would be deemed to have met the requirements under the policy.

Regulatory Considerations

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to certain covered employees, generally including our NEOs. At the time of determining our executive compensation for 2024, we reviewed the tax impact of such compensation on the Company as well as on our executive officers. In addition, we reviewed the impact of our compensation programs against other considerations, such as accounting impact, alignment of interest with shareholders and other stakeholders, market competitiveness, effectiveness and perceived value to employees. Because we believe these considerations, other than tax deductibility, should play an important role in shaping our compensation programs, we have awarded, and may award in the future, compensation to our NEOs in excess of $1 million to the extent the Compensation Committee believes such compensation is necessary to continue to provide competitive arrangements intended to attract, retain, and provide appropriate incentives to, our NEOs.

Risk Considerations

Risk-taking is essential to growing a business, and prudent risk management is necessary to deliver long-term, sustainable shareholder value. The Compensation Committee engaged Pearl Meyer, its independent compensation consultant, to review our executive and non-executive compensation programs for risk considerations. The Compensation Committee determined, based on the recommendations received from Pearl Meyer and its own analysis and conclusions, that none of the elements of our compensation program encourage or create excessive risk-taking, and none is reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that our executive compensation program supports the objectives described above without encouraging inappropriate or excessive risk-taking.

 

70 FORTIVE CORPORATION 2025 PROXY STATEMENT


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Compensation Committee Report

This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing by Fortive Corporation under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Fortive Corporation specifically incorporates this report by reference therein.

The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis set forth above, and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for incorporation by reference into Fortive Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024.

Compensation Committee of the Board of Directors

Kate D. Mitchell (Chair)

Daniel L. Comas

Sharmistha Dubey

Wright L. Lassiter III

 

Dated February 24, 2025

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 71


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Executive Compensation Tables

2024 Summary Compensation Table

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NAME AND
PRINCIPAL
POSITION

YEAR

 

SALARY ($)(1)

 

BONUS ($)

 

STOCK
AWARDS ($)
(2)

 

OPTION
AWARDS ($)
(2)

 

NON-EQUITY
INCENTIVE PLAN
COMPENSATION
($)
(1)(3)

 

CHANGE IN
PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS ($)
(4)

 

ALL OTHER
COMPENSATION ($)
(5)

 

TOTAL ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

2024

 

$1,274,038

 

 

 

 

$10,156,071

 

 

$3,921,979

 

 

$2,380,700

 

 

 

 

$580,376

 

 

$18,313,164

 

President and Chief

2023

 

$1,250,000

 

 

 

 

$9,617,124

 

 

$3,608,064

 

 

$2,757,375

 

 

 

 

$576,601

 

 

$17,809,164

 

Executive Officer

2022

 

$1,250,000

 

 

 

 

$8,535,920

 

 

$2,837,891

 

 

$3,460,145

 

 

 

 

$527,234

 

$16,611,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E.

2024

 

$774,615

 

 

 

 

$3,710,732

 

 

$1,432,999

 

 

$990,371

 

 

 

 

$260,150

 

$7,168,867

 

McLaughlin

2023

 

$749,904

 

 

 

 

$3,385,489

 

 

$1,270,080

 

 

$1,147,068

 

 

 

 

$254,232

 

$6,806,773

 

Senior Vice President
and Chief Financial
Officer

2022

 

$725,000

 

 

 

 

$2,667,497

 

 

$886,943

 

 

$1,320,319

 

 

 

 

$185,491

 

 

$5,785,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

2024

 

$738,942

 

 

 

 

$3,515,675

 

 

$1,357,595

 

 

$1,111,860

 

 

 

 

$148,346

 

 

$6,872,418

 

President and CEO of
Precision Technologies
and Advanced
Healthcare Solutions

2023

 

$681,731

 

 

 

 

$3,077,780

 

 

$1,154,736

 

 

$1,262,588

 

 

 

 

$98,746

 

 

$6,275,581

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olumide Soroye

2024

 

$764,430

 

 

 

 

$4,297,191

 

 

$1,659,209

 

 

$1,183,950

 

 

 

 

$157,297

 

$8,062,077

 

President and CEO of

2023

 

$750,006

 

 

 

 

$3,847,053

 

 

$1,443,226

 

 

$1,351,125

 

 

 

 

$152,766

 

$7,544,176

 

Intelligent Operating
Solutions

2022

 

$750,006

 

 

 

 

$3,201,245

 

 

$1,064,209

 

 

$1,594,016

 

 

 

 

$197,614

 

 

$6,807,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stacey Walker

2024

 

$637,019

 

 

 

 

$1,953,538

 

 

$754,369

 

 

$597,600

 

 

 

 

$183,490

 

$4,126,016

 

Senior Vice President

2023

 

$617,788

 

 

 

 

$1,731,126

 

 

$649,555

 

 

$627,406

 

 

 

 

$171,384

 

$3,797,259

 

and Chief Human
Resource Officer

2022

 

$600,000

 

 

 

 

$1,351,663

 

 

$449,319

 

 

$753,221

 

 

 

 

$129,648

 

 

$3,283,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Includes acceleration of one week of salary due to one-time event for aligning pay schedules organization-wide and includes amounts deferred into our EDIP. See the "2024 Nonqualified Deferred Compensation" table below for more information regarding amounts that each of our NEOs deferred during 2024.
(2)
The amounts reflected in these columns represent the aggregate grant date fair value of all equity awards that we granted to our NEOs, computed in accordance with FASB ASC 718. For all NEOs, the amount in the “Stock Awards” column for 2024 equals the aggregate grant date fair value of all PSUs and RSUs that we granted during 2024. We calculated the grant date fair value of all PSUs based on the probable outcome of the applicable performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC 718. The maximum aggregate value of all of each NEO’s PSUs at the grant date assuming that we attain the highest level of performance is as follows: Mr. Lico – $13,841,748; Mr. McLaughlin – $5,057,476; Ms. Newcombe – $4,791,340; Mr. Soroye – $5,856,779; and Ms. Walker – $2,662,254. With respect to RSUs, we calculated the grant date fair value under FASB ASC 718 based on the base number of shares of common stock underlying the RSU multiplied by the closing price of the common stock on the date of grant. The RSUs granted to Mr. Lico, Mr. McLaughlin, Ms. Newcombe, Mr. Soroye, and Ms. Walker, included a potential to earn additional RSUs. The maximum aggregate value of these RSUs granted in 2024, reflecting an opportunity to earn up to a maximum of 150% of the corresponding base number of shares of common stock underlying the corresponding RSUs, at the grant date assuming that the highest level of performance was achieved was as follows: Mr. Lico – $4,852,796; Mr. McLaughlin – $1,772,992; Ms. Newcombe – $1,680,007 ; Mr. Soroye – $2,053,203 and Ms. Walker – $933,617. The actual number of shares of RSUs granted for 2024, based on the actual level of performance achieved in 2024, was 110% of the corresponding base number of RSUs. With respect to stock options, we have calculated the grant date fair value under FASB ASC 718 using the Black-Scholes option pricing model. Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 17 to the Consolidated Financial Statements for fiscal year 2024.
(3)
The amounts set forth in this column reflect compensation earned during the corresponding fiscal year under the Company’s Executive Incentive Compensation Plan.
(4)
Fortive does not have a defined benefit pension plan and does not pay above market earnings on account balances under the EDIP or pursuant to any other deferred compensation arrangement.
(5)
The amounts set forth in this column for 2024 include the following benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NAME

 

2024 COMPANY 401(K)
CONTRIBUTIONS ($)

 

2024 COMPANY EDIP
CONTRIBUTIONS ($)

 

PERSONAL USE OF
COMPANY AIRPLANE ($)

 

EXECUTIVE
PHYSICAL ($)

 

TAX/FINANCIAL
PLANNING ($)

 

TICKETS TO
SPORTING EVENTS ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

 

$24,096

 

 

$362,500

 

 

$150,000

 

 

 

 

$10,000

 

 

$28,280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. McLaughlin

 

$24,096

 

 

$174,800

 

 

$16,620

 

 

$2,000

 

 

$10,000

 

 

$27,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

 

$24,096

 

 

$108,750

 

 

 

 

 

 

$10,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olumide Soroye

 

$24,096

 

 

$112,501

 

 

 

 

$3,000

 

 

$10,000

 

 

$2,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stacey Walker

 

$24,096

 

 

$69,375

 

 

 

 

$3,000

 

 

$10,000

 

 

$71,519

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The amounts under “Personal Use of Company Airplane” reflect the incremental cost to us of personal use of our airplane by Mr. Lico and Mr. McLaughlin. We calculate that incremental cost by multiplying the total number of personal flight hours by the average direct variable Executive Compensation Tables operating costs (including costs related to fuel, on-board catering, maintenance expenses related to operation of the plane during the year, landing and parking fees, navigation fees, related ground transportation, crew accommodations and meals and supplies) per flight hour for the particular airplane for the year, net of any applicable employee reimbursement. Since the airplane is used primarily for business travel, we do not include in the calculation the fixed costs that do not change based on usage, such as crew salaries, the lease or acquisition cost of the airplane, exterior paint and other maintenance, inspection and capital improvement costs intended to cover a multiple-year period. Mr. Lico’s and Mr. McLaughlin’s annual perquisite allowance for personal use of our corporate airplane is limited to $150,000 and $50,000, respectively, and Mr. Lico and Mr. McLaughlin are required to reimburse us for any personal use of the airplane in a particular year in excess of such limit directs.

 

In addition, our NEOs received a one-time one-year subscription for enhanced executive data privacy protection services, valued at less than 10% of the total benefits and perquisites provided to each individual, respectively.

 

72 FORTIVE CORPORATION 2025 PROXY STATEMENT


img264516233_202.jpg

 

 

 

Grants of Plan-Based Awards for Fiscal 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ESTIMATED POSSIBLE PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN AWARDS
(1)

 

ESTIMATED FUTURE PAYOUTS UNDER
EQUITY INCENTIVE PLAN AWARDS
(2)

 

ALL OTHER

ALL OTHER
OPTION
AWARDS:
NUMBER OF
SECURITIES

EXERCISE
OR BASE
PRICE OF
OPTION

GRANT DATE
FAIR VALUE
OF STOCK

NAME

GRANT
DATE

AWARD
TYPE

THRESHOLD ($)

TARGET ($)

MAXIMUM ($)

 

THRESHOLD (#)

TARGET (#)

MAXIMUM (#)

 

STOCK
AWARDS (#)

UNDERLYING
OPTIONS (#)
(3)

AWARDS
($/SHARE)

AND OPTION
AWARDS ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

Annual
Cash
Incentive

$760,000

$2,375,000

$4,750,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

Stock
Option

 

 

117,030

$84.79

$3,921,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

RSU

 

38,620

38,620

57,930

 

$3,235,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

PSU

 

11,585

77,235

154,470

 

$6,920,874

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. McLaughlin

Annual
Cash
Incentive

$316,160

$988,000

$1,976,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

Stock
Option

 

 

42,760

$84.79

$1,432,999

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

RSU

 

14,110

14,110

21,165

 

$1,181,995

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

PSU

 

4,233

28,220

56,440

 

$2,528,738

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

Annual
Cash
Incentive

$348,000

$1,087,500

$2,175,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

Stock
Option

 

 

40,510

$84.79

$1,357,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

RSU

 

13,370

13,370

20,055

 

$1,120,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

PSU

 

4,010

26,735

53,470

 

$2,395,670

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Olumide Soroye

Annual
Cash
Incentive

$360,000

$1,125,000

$2,250,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

Stock
Option

 

 

49,510

$84.79

$1,659,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

RSU

 

16,340

16,340

24,510

 

$1,368,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

PSU

 

4,902

32,680

65,360

 

$2,928,389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stacey Walker

Annual
Cash
Incentive

$180,000

$562,500

$1,125,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

Stock
Option

 

 

22,510

$84.79

$754,369

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

RSU

 

7,430

7,430

11,145

 

$622,411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/4/2024

PSU

 

2,228

14,855

29,710

 

$1,331,127

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
These columns relate to 2024 cash award opportunities under our Executive Incentive Compensation Plan, which we describe in more detail above under “—Annual Incentive Awards.” The amount that each NEO earned under these awards based on actual performance for fiscal year 2024 appears in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
(2)
These columns relate to performance-based RSUs and PSUs that we granted under our 2016 Stock Incentive Plan. We discuss the performance and vesting conditions and other key terms of these awards in more detail above under “—Determination of Long-Term Incentive Award Payouts.”
(3)
We made all stock option grants under our 2016 Stock Incentive Plan. We discuss the key terms of these awards in more detail above under “—Determination of Long-Term Incentive Award Payouts.”

 

FORTIVE CORPORATION 2025 PROXY STATEMENT 73


img264516233_202.jpg

 

 

 

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table summarizes the number of securities underlying outstanding equity awards for each of our NEOs as of December 31, 2024.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPTION AWARDS

 

 

STOCK AWARDS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NAME

 

 

OPTION
GRANT
DATE

 

NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
EXERCISABLE

 

NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
UNEXERCISABLE

 

OPTION
EXERCISE
PRICE ($)

 

OPTION
EXPIRATION
DATE

 

NUMBER OF
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED (#)

 

 

MARKET VALUE
OF SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED ($)
(1)

 

EQUITY
INCENTIVE
PLAN AWARDS:
NUMBER OF
UNEARNED
SHARES, UNITS
OR OTHER
RIGHTS THAT
HAVE NOT
VESTED (#)

 

 

EQUITY INCENTIVE
PLAN AWARDS:
MARKET OR
PAYOUT VALUE
OF UNEARNED
SHARES, UNITS
OR OTHER
RIGHTS THAT
HAVE
NOT VESTED ($)
(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Lico

 

 

3/4/2024

 

 

 

 

117,030

(2)

 

 

$84.79

 

 

3/4/2034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/27/2023

 

 

 

 

139,200

(2)

 

 

$66.62

 

 

2/27/2033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/28/2022

 

 

 

 

138,320

(2)

 

 

$64.75

 

 

2/28/2032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/24/2021

 

 

93,920

 

 

93,920

(2)

 

 

$67.64

 

 

2/24/2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/20/2020

 

 

130,124

 

 

130,124

(2)

 

 

$63.85

 

 

2/20/2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/25/2019

 

 

235,398

 

 

 

 

 

$67.85

 

 

2/25/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/22/2018

 

 

220,219

 

 

 

 

 

$63.76

 

 

2/22/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/23/2017

 

 

241,701

 

 

 

 

 

$47.61

 

 

2/23/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7/5/2016

 

 

139,740

 

 

 

 

 

$40.41

 

 

7/5/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/24/2016

 

 

196,117

 

 

 

 

 

$35.38

 

 

2/24/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/24/2015

 

 

139,882

 

 

 

 

 

$35.31

 

 

2/24/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

208,573

(3)

 

 

$15,642,975

 

 

169,120

(4)

 

 

$12,684,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles E. McLaughlin

 

 

3/4/2024

 

 

 

 

42,760

(5)

 

 

$84.79

 

 

3/4/2034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/27/2023

 

 

 

 

49,000

(5)

 

 

$66.62

 

 

2/27/2033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/28/2022

 

 

 

 

43,230

(5)

 

 

$64.75

 

 

2/28/2032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/24/2021

 

 

29,350

 

 

29,350

(5)

 

 

$67.64

 

 

2/24/2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/20/2020

 

 

49,682

 

 

24,843

(5)

 

 

$63.85

 

 

2/20/2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/25/2019

 

 

62,388

 

 

 

 

 

$67.85

 

 

2/25/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/22/2018

 

 

56,278

 

 

 

 

 

$63.76

 

 

2/22/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/23/2017

 

 

64,457

 

 

 

 

 

$47.61

 

 

2/23/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/24/2016

 

 

87,173

 

 

 

 

 

$35.38

 

 

2/24/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7/15/2015

 

 

16,467

 

 

 

 

 

$35.84

 

 

7/15/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66,884

(6)

 

 

$5,016,300

 

 

60,565

(4)

 

 

$4,542,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tamara Newcombe

 

 

3/4/2024

 

 

 

 

40,510

(5)

 

 

$84.79

 

 

3/4/2034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/27/2023

 

 

 

 

44,550

(5)

 

 

$66.62

 

 

2/27/2033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/28/2022

 

 

 

 

18,450

(5)

 

 

$64.75

 

 

2/28/2032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11/15/2021

 

 

9,920

 

 

9,920

(5)

 

 

$78.03

 

 

11/15/2031