Fortive Corp FTV

22% shingled-prose overlap between the two filings.

2025: 75,696 chars · 2026: 97,696 chars

• Committee Report:81% overlap (1,110 → 1,110 chars)
• Pay Ratio (Item 402(u)):28% overlap (2,672 → 3,398 chars)
• Say-on-Pay proposal:82% overlap (2,437 → 2,826 chars)

• newThis Compensation Discussion and Analysis (“CD&A”) describes the philosophy and practices that guide the design of our executive compensation program, as well as the Compensation Committee’s process and rationale for making 2025 pay decisions for our Named Executive Officers (“NEOs”) – the current and former executive officers identified below:
• newOlumide O.
• newSoroyePresident and Chief Executive Officer (CEO) (1)Mark D.
• newOkerstromSenior Vice President, Chief Financial Officer (CFO) (2)Peter C.
• newUnderwoodSenior Vice President, Chief Legal OfficerStacey A.
• newWalkerFormer Senior Vice President, Chief People Officer (3)Jonathan L.
• newSchwarzFormer Senior Vice President, Strategic and Corporate Development (4)James A.
• newLicoFormer President and Chief Executive Officer (5)Charles E.
• newMcLaughlinFormer Senior Vice President, Chief Financial Officer (6)Tamara NewcombeFormer President and CEO, Precision Technologies (7) (1) Mr. Soroye served as President and CEO of Intelligent Operating Solutions and Advanced Healthcare Solutions until he was appointed CEO of Fortive, effective June 27, 2025.(2) Mr. Okerstrom was appointed CFO, effective March 24, 2025.(3) Ms. Walker served as SVP, Chief People Officer for the entirety of 2025 until January 2, 2026.(4) Mr. Schwarz departed from Fortive on December 31, 2025.
• new(5) Mr. Lico served as CEO until June 27, 2025, and served as a non-executive special advisor until December 31, 2025.(6) Mr. McLaughlin served as CFO until March 24, 2025, and served as a non-executive special advisor until June 27, 2025.(7) Ms. Newcombe served as President and CEO of Precision Technologies until the Separation on June 28, 2025, when she ceased to be an employee of the Company and was appointed CEO of Ralliant.
• changedCompensationDiscussionAndAnalysis44Executive Overview 45 Fortive Accelerated 45 Summary44Pay For Performance 46 2025 Management Transitions 47 Separation 45Overviewof Ralliant 49 Fortive46Looking Ahead to 2026 50 2025 472024Say-on-Pay Advisory Vote andShareholder andShareholderEngagement 51 47Compensation Best Practices 52 48What Guides Our Program 53 49Our Compensation Philosophy 53 49How We Make Compensation Decisions 54 StayCompetitive51How We Measure Performance 57 2025 532024Executive Compensation in Detail 59 55Base Salaries 59 55Annual Incentive Compensation 59 55Long Term Incentive Compensation 67 61Other Practices, Policies & Guidelines 73 66Timing of Option Awards in Relation to the Disclosure of Material Nonpublic Information 73 66Stock Ownership Requirements 73 66CompensationClawback Policy and Plan Terms 74 67Insider Trading Policy 74 67Pledging Policy 74 67Hedging Policy 74 67General Benefits 75 67Perquisites 75 68Severance Benefits 76 68Regulatory Considerations 77 70Risk Considerations 77 70
• new44 | Fortive Corporation
• newProxySummary Election ofDirectors ExecutiveCompensation Ratification ofAccounting Firm AdditionalInformation
• newExecutive Overview
• newFortive Accelerated
• newIn 2025, we launched an exciting new chapter for Fortive, marked by the successful Separation of our former Precision Technologies segment (the “Separation”) on June 28, 2025.
• newWith this milestone, Fortive enters 2026 as a simpler, more focused company united by one mission: innovating essential technologies to keep our world safe and productive.
• newWe do this through our 10 market-leading brands across two operating segments, Intelligent Operating Solutions (“IOS”) and Advanced Healthcare Solutions (“AHS”), both serving attractive end markets with strong secular tailwinds.
• newWe are diligently executing our Fortive Accelerated strategy to deliver benchmark-beating shareholder returns by (1) leveraging the Fortive Business System (“FBS”) to accelerate profitable organic growth, (2) allocating capital with discipline, and (3) building and maintaining investor trust.
• newAccelerating Profitable Organic Growth Our approach to drive faster organic growth centers around three core levers: innovation acceleration, commercial acceleration, and recurring customer value – all powered by our amplified Fortive Business System.
• newDisciplined Capital Allocation Our capital deployment priorities are clear: invest in organic growth, pursue accretive bolt-on M&A, return capital through share repurchases, and maintain a modest growing dividend – all with a focus on best relative returns and maximizing medium- to long-term shareholder value.
• newBuild and Maintain Investor Trust We are committed to building and maintaining investor trust by setting balanced expectations, delivering on our commitments and communicating clearly with our shareholders.
• newWe are seeing early signals that our Fortive Accelerated strategy is delivering results.
• newIn our first two quarters following the Separation, we delivered: accelerating growth, expanding margins, and double-digit adjusted net EPS growth while investing deliberately in the initiatives that position us to deliver on our strategy.* * All measures are presented on a continuing operations basis to reflect the Separation.
• changed*Core revenue growth, adjusted gross profit, adjusted gross profit margin, adjusted gross Operatingprofit growth, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA growth, adjusted net EPS, andadjusted EPS growth, and free cash flow are non-GAAP financial measures.
• newCore revenue growth, adjusted gross profit growth, adjusted EBITDA growth, and adjusted net EPS growth each reflects corresponding comparison to the respective measure from the prior year.
• newFor 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.In addition, in 2025, we generated $931 million in free cash flow and executed disciplined capital allocation prioritizing the return of $1.6 billion to shareholders through share repurchases.
• newOur executive compensation program is designed to ensure that executives’ realized pay reflects actual performance and aligns with the experience of our shareholders.
• newThis philosophy is clearly reflected in the structure of Olumide Soroye’s CEO compensation for 2025:
• new•91% of our CEO’s target total direct compensation is performance-based with 79% provided in the form of equity.
• new•50% of the annual equity award was granted in the form of performance stock units (“PSUs”).
• new•60% of the 2025 PSU award is tied to relative Total Shareholder Return (“TSR”) performance, with a target set at the 55th percentile against S&P 500 constituents, requiring above-median performance to earn a target payout.
• newAdditionally, payouts for this portion of the award are capped at 100% of target payout if our absolute TSR is negative over the three-year performance period.
• changed•40% of the 2025 2024PSU award is tied to Core Revenue Growth, a key indicator measureof the effectiveness and execution of our long-term organic growth strategies sustainedover a multi-year horizon, period,inalignmentwith targets aligned to the expectations of our theinvestment community.
• changed•93% •27%of the target 2025 2024PSU award was projected to pay out as of December 31, 2025. 2024.
• newFinal outcome is expected to be determined in Q1 2028 at the end of the performance period ending December 31, 2027.
• newThe 2025 incentive opportunities for our other executive officers are structured similar to our CEO’s, following the same financial performance measures and design principles described above.
• newIn 2025, our CEO demonstrated strong leadership across a period of significant transition—first as Segment CEO of IOS & AHS and subsequently as Fortive CEO—providing continuity and stability for employees, customers, and investors.
• newWhile individual leadership contributions were recognized, the realizable compensation for our CEO in 2025 was below target grant value, reflecting underlying financial performance and the rigor and discipline of our pay‑for‑performance framework.
• newThe PSU analysis below highlights the rigor of our goal‑setting and the strong alignment between executive compensation and long‑term shareholder value, with PSUs representing the largest component of target total direct compensation.
• newConsistent with this design, realizable PSU values fall below target grant‑date fair value when TSR does not outperform the S&P 500.
• new(1) PSU values reflect the CEO in role at the end of each fiscal year.
• changed* 93% 27%of Target 2025 2024PSUs were projected to pay out payoutas of December 31, 2025. 2024.
• changed** Realizable PSU Compensation is based on, for vested awards, the actual number of shares earned basedonthecorresponding3YRperformancemultiplied 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 2025 2024applied for the remainder of the performance period multiplied by the Applicable Price.
• changed*** For vested awards, the actual 3YR TSR percentile ranking corresponding to the PSUs earned grantedto the CEO during such year.
• changedFor unvested awards, the corresponding projected 3YR TSR percentile ranking as calculated at the end of 2025 2024applied for the remainder of the performance period.
• new46 | Fortive Corporation
• new2025 Management Transitions
• newMr. Soroye was appointed as our President and Chief Executive Officer on June 27, 2025 and Mark Okerstrom as our Senior Vice President, Chief Financial Officer on March 24, 2025.
• newPresident and Chief Executive Officer Compensation:
• newMr. Soroye succeeded James Lico, who served as President and CEO and a Director of Fortive until June 27, 2025 and as a non-executive special advisor until his retirement from the Company on December 31, 2025.
• newThe Compensation Committee, in conjunction with the Compensation Committee’s independent compensation consultant, carefully determined the CEO compensation arrangement (described in the “2025 Executive Compensation in Detail” section) to provide market-competitive compensation commensurate with Mr. Soroye’s qualifications, experience, responsibilities, and peer compensation.
• newIn connection with Mr. Soroye’s appointment, Fortive granted one-time equity awards pursuant to the offer letter as detailed in the table below:
• newELEMENT Purpose FORM Target Value and Vesting TErms Base Salary To provide competitive cash compensation Cash $1,000,000 Annual Incentive Opportunity To provide competitive short-term incentive opportunity Cash 135% of base salary One-time Market Adjustment Equity Award (1) To begin progression of compensation to peer CEO levels PSUs $1,500,000 subject to the same performance criteria (60% rTSR and 40% Core Growth) and holding requirement as the 2025 PSU awards as described in the “Long-term Incentive Compensation” section of this Proxy Statement.
• newRestricted Stock Units(“RSUs”) $750,000 vesting 50% on each of the third and fourth anniversaries of the grant date.
• newIncremental RSUs can be earned on these shares based on the same performance criteria as described in the “Long-term Incentive Compensation” section of this Proxy Statement.
• changedStock Options $750,000 •Ratablevesting 50% on each of the third and fourth anniversaries of grant.•Exercisepricebasedonthe closingpriceongrant date.
• newOne-time Promotion Equity Award To recognize promotion and accelerate share ownership and retention RSUs $1,000,000 vesting 50% on the first anniversary of the grant date and 25% each on the second and third anniversaries of the grant date.
• newIncremental RSUs do not apply for this award.
• newStock Options $1,000,000 vesting 50% on the first anniversary of the grant date and 25% on each of the second and third anniversaries of the grant date.
• new(1) Incremental to the $5,500,000 target award granted in March 2025 to provide the intended target annual grant value of $8,500,000 in 2025 as CEO.
• newFurther details for Mr. Soroye’s 2025 compensation, as well as Mr. Lico’s 2025 compensation, can be found in the “2025 Executive Compensation in Detail” section and set forth in the 2025 Summary Compensation Table later in this Proxy Statement.
• newSenior Vice President and Chief Financial Officer Compensation:
• newMr. Okerstrom succeeded Charles McLaughlin, who served as Senior Vice President and Chief Financial Officer until March 24, 2025, and as a non-executive special advisor until his retirement from the Company on June 27, 2025.
• newIn connection with Mr. Okerstrom’s appointment, Fortive and Mr. Okerstrom entered into an offer letter pursuant to which he will receive the compensation detailed in the table below.
• newThis employment and compensation arrangement was carefully determined by the Compensation Committee and management in consultation with the Compensation Committee’s independent compensation consultant to provide market-competitive compensation that is commensurate with Mr. Okerstrom’s qualifications, experience, responsibilities, peer compensation, and other market opportunities.
• newA portion of the one-time sign-on awards described below is also intended as a make-whole payment for compensation forfeited from his prior employer.
• newELEMENT Purpose FORM AMount OR Target VAlue and Vesting TErms Base Salary To provide competitive cash compensation Cash $800,000 Annual Incentive Opportunity To provide competitive short-term incentive opportunity Cash 125% of base salary Long-Term Incentive To provide competitive long-term incentive opportunity PSUs $3,000,000 subject to the same performance criteria (60% rTSR and 40% Core Growth) and holding requirement as the 2025 PSU awards as described in the “Long-term Incentive Compensation” section of this Proxy Statement.
• newRSUs $1,500,000 vesting 50% on each of the third and fourth anniversaries of the grant date.
• newAs with the 2025 RSU awards to the other executive officers, incremental RSUs can be earned on these shares based on the same performance criteria as described in the “Long-term Incentive Compensation” section of this Proxy Statement.
• newStock Options $1,500,000 vesting 50% on each of the third and fourth anniversaries of the grant date.
• newOne-time Sign-on Awards To offset compensation forfeited from prior employer and accelerate share ownership and retention Cash $2,500,000 payable in two equal installments (50% at hire and 50% after the first anniversary of his start date), subject to full repayment by Mr. Okerstrom if he voluntarily terminates his employment or his employment is terminated for cause before June 30, 2026, or June 30, 2027 for the second installment.
• newPSUs $5,000,000 subject to the same performance criteria (60% rTSR and 40% Core Growth) and holding requirement as the PSUs described above.
• newRSUs $2,500,000 vesting 50% on each of the third and fourth anniversaries of the grant date.
• newIncremental RSUs do not apply to this grant.
• newStock Options $2,500,000 vesting 50% on each of the third and fourth anniversaries of the grant date.
• newFurther details for Mr. Okerstrom’s 2025 compensation, as well as Mr. McLaughlin’s 2025 compensation, can be found in the “2025 Executive Compensation in Detail” section and set forth in the 2025 Summary Compensation Table later in this Proxy Statement.
• newSeparation of Senior Vice President, Strategic and Corporate Development:
• newJonathan Schwarz, Senior Vice President, Strategic and Corporate Development, departed from Fortive on December 31, 2025.
• newThe separation from Fortive was a result of a termination by Fortive “without cause”.

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