Fortive Corp
For the period ended Jun 3, 2025. Filed Apr 21, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2025 · Filed Apr 21, 2025
Contents
Pay vs. Performance
The table below sets forth our pay versus performance disclosure, in accordance with SEC Item 402(v) of Regulation S-K.
Pay vs. Performance Table
| VALUE OF INITIAL FIXED $100INVESTMENT BASED ON: | ||||||||
|---|---|---|---|---|---|---|---|---|
| YEAR | SUMMARYCOMPENSATIONTABLE TOTALFOR PEO(1) | COMPENSATIONACTUALLY PAIDTO PEO(2) | AVERAGESUMMARYCOMPENSATIONTABLE TOTALFOR NON-PEONEOS(3) | AVERAGECOMPENSATIONACTUALLY PAIDTO NON-PEONEOS(4) | TOTALSHAREHOLDERRETURN(5) | PEER GROUP TOTALSHAREHOLDERRETURN(6) | NETINCOME (IN MILLIONS)(7) | ADJUSTED EPS(8) |
| 2024 | $18,313,164 | $11,859,351 | $6,557,345 | $4,191,532 | 119.87 | 176.44 | $832.9 | $3.89 |
| 2023 | $17,659,164 | $25,319,045 | $6,096,656 | $7,723,806 | 117.19 | 150.20 | $865.8 | $3.43 |
| 2022 | $16,611,190 | $5,409,783 | $4,775,035 | $2,516,311 | 101.84 | 127.15 | $755.2 | $3.15 |
| 2021 | $16,598,719 | $20,783,335 | $6,672,447 | $7,428,269 | 120.39 | 134.52 | $608.4 | $2.75 |
| 2020 | $13,624,063 | $22,518,383 | $3,426,630 | $5,304,179 | 111.33 | 111.06 | $1,613.3 | $2.09 |
(1) The principal executive officer (“PEO”) is Mr. Lico for all years presented.
(2) Compensation actually paid is adjusted from summary compensation table total compensation for changes in fair value of outstanding equity-based awards. See additional detail below. Consistent with the methodology used to calculate the fair value of our equity-based awards generally, (1) the fair value of RSUs was calculated using the closing price of our common stock on the relevant date, adjusted to the extent applicable for the impact of RSUs not having dividend rights prior to vesting, (2) the fair value of restricted stock awards was calculated using the closing price of our common stock on the relevant date, (3) the fair value of PSUs dependent on rTSR was calculated using a Monte Carlo pricing model, (4) the fair value of PSUs dependent on Core Revenue Growth was based on estimation of performance at the time of valuation and (5) the fair value of stock options was calculated using a Black-Scholes Merton option pricing model.
(3)Includes Mr. McLaughlin for 2020, 2021, 2022, 2023 and 2024; Ms. Walker for 2020, 2022, 2023 and 2024; Ms. Barbara Hulit for 2020 and 2021; Mr. William Pringle for 2020; Mr. Edward R. Simmons for 2021; Mr. Soroye for 2021, 2022, 2023 and 2024; Mr. Murphy for 2022; and Ms. Newcombe for 2023 and 2024.
(4) Average of Non-PEO NEOs adjusted for same items as PEO.
(5) Assumes $100 invested on market close on December 31, 2019 through end of the fiscal year for which Total Shareholder Return (“TSR”) is being calculated. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is S&P 500 Industrial.
(7) Net income is calculated pursuant to U.S. GAAP.
(8)We have identified Adjusted EPS, a non-GAAP measure, as our company-selected measure. See Appendix A for non-GAAP reconciliation.
To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:
Reconciliation of Compensation Actually Paid to Summary Compensation Table
Principal Executive Officer
| YEAR | SUMMARYCOMPENSATIONTABLE TOTALFOR PEO | LESS: FAIRVALUE OFEQUITYAWARDS ATGRANT DATE | ADD: FAIR VALUEOF EQUITYAWARDSGRANTED INSUCH YEAR ATEND OF THEAPPLICABLEYEAR | ADD: CHANGE INFAIR VALUE OFPRIOR YEAREQUITY AWARDSVESTED IN THEAPPLICABLEYEAR | ADD: YEAR OVERYEAR CHANGEIN FAIR VALUEOF PRIOR YEAREQUITY AWARDSREMAININGUNVESTED INTHE APPLICABLEYEAR | ADD: VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT REFLECTED IN TOTAL COMPENSATION | COMPENSATIONACTUALLY PAIDTO PEO |
|---|---|---|---|---|---|---|---|
| 2024 | $18,313,164 | $(14,078,050) | $9,930,280 | $3,005,928 | $(5,344,139) | $32,168 | $11,859,351 |
FORTIVE CORPORATION 2025 PROXY STATEMENT 81
Non-Principal Named Executive Officers
| YEAR | APPLICABLE OTHER NEOs | AVERAGESUMMARYCOMPENSATIONTABLE TOTALFOR OTHERNEOs | LESS:AVERAGEFAIR VALUEOF EQUITYAWARDS ATGRANT DATE | ADD: AVERAGEFAIR VALUEOF EQUITYAWARDSGRANTED INSUCH YEARAT END OF THEAPPLICABLEYEAR | ADD: AVERAGECHANGE INFAIR VALUEOF EQUITYAWARDSVESTED IN THEAPPLICABLEYEAR | ADD: AVERAGEYEAR OVER YEARCHANGE IN FAIRVALUE OF PRIORYEAR EQUITYAWARDSREMAININGUNVESTED INTHE APPLICABLEYEAR | ADD: VALUE OFDIVIDENDS OROTHEREARNINGS PAIDON EQUITYAWARDS NOTREFLECTED INTOTALCOMPENSATION | AVERAGECOMPENSATIONACTUALLY PAIDTO NON-PEONAMEDEXECUTIVEOFFICERS |
|---|---|---|---|---|---|---|---|---|
| 2024 | Charles McLaughlin,TamaraNewcombe, OlumideSoroye, Stacey Walker | $6,557,345 | $(4,670,327) | $3,294,327 | $327,721 | $(1,326,938) | $9,404 | $4,191,532 |
Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay vs. Performance Table
The charts below reflect the relationship between the PEO and the average non-PEO CAP to Total Shareholder Return, Net Income, and Adjusted EPS, and the relationship of the Company’s TSR to the peer group TSR.
CAP v. Total Shareholder Return
82 FORTIVE CORPORATION 2025 PROXY STATEMENT
CAP v. Net Income (GAAP)
CAP v. Adjusted EPS(1)
(1)
"Adjusted EPS" is a non-GAAP measure. See Appendix A for non-GAAP reconciliation.
List of Most Important Performance Measures
The three performance measures listed below represent the most important metrics we used to determine executive compensation for 2024 as further described in our Compensation Discussion and Analysis.
PERFORMANCE MEASURE
Adjusted EPS(1)
Core Revenue Growth Rate(1)
Free Cash Flow(1)
(1)
“Adjusted EPS,” “Core Revenue Growth” and “Free Cash Flow” are non-GAAP measures. See Appendix A for non-GAAP reconciliation.
FORTIVE CORPORATION 2025 PROXY STATEMENT 83
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.