ROPER TECHNOLOGIES INC
For the period ended May 19, 2026. Filed Apr 7, 2026.
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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.
May 19, 2026 · Filed Apr 7, 2026
Contents
Compensation Process
Compensation Committee Oversight
The Compensation Committee oversees our executive compensation program to appropriately compensate our named executive officers, motivate our named executive officers to achieve our business objectives, and align our named executive officers’ interests with those of our shareholders. The Compensation Committee reviews each element of compensation for each named executive officer and determines any adjustments to compensation structure and levels in light of various considerations, including:
| • | The scope of the named executive officer’s responsibilities, performance, and experience as well as competitive compensation levels; |
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| • | Our financial results compared to prior periods; |
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| • | The structure of our compensation program relative to sound risk management, as discussed with management; |
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| • | The results of the advisory shareholder vote on the compensation of our named executive officers and input from shareholders; |
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| • | Competitive pressures from private equity and capital deployment companies, as well as market practices and external developments generally; and |
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| • | The utilization of a compensation consultant who provides extensive external analysis of named executive officer compensation of industry peer group companies for comparison purposes. |
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| Roper Technologies, Inc. 2026 Proxy Statement | 29 |
The Compensation Committee has maintained a simple program that drives long-term performance and strong value creation for shareholders enabling Roper to attract, retain, and motivate an outstanding leadership team.
Compensation Consultant
The Compensation Committee has retained the services of Compensia, a national compensation consulting firm, (the “Consultant”), to closely monitor developments and trends in executive compensation and to provide recommendations for appropriate adjustments to the Company’s compensation program, policies and practices in line with the Company’s business and talent strategies and investor expectations.
| • | The Consultant is independent, reports directly to the Chair of the Compensation Committee and has never performed other work for the Company. Each year the Compensation Committee confirms that its engagement of the Consultant does not raise any conflicts of interest, and consistent with prior years, for 2025 there were no conflicts of interest. |
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| • | The Consultant attends all meetings of the Compensation Committee where evaluations of the effectiveness of our overall executive compensation program are conducted or where compensation for named executive officers is analyzed or approved. |
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| • | The Chair of the Compensation Committee meets with the Consultant in advance of committee meetings and confers with the Consultant between meetings. |
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| • | The Consultant assists in gathering and analyzing market data on compensation levels and provides expert knowledge of marketplace trends and best practices relating to competitive pay levels as well as developments in regulatory and technical matters. |
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Roles of Our Named Executive Officers
While the Compensation Committee is ultimately responsible for making all compensation decisions affecting our named executive officers, our CEO participates in the process because of his close day-to-day association with the other named executive officers and his knowledge of the Company’s diverse business operations.
| • | Our CEO discusses with the Compensation Committee the performance of the Company and of each named executive officer, including himself. The CEO also discusses with the Compensation Committee the performance of other key executives. |
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| • | The CEO makes recommendations on the components of compensation for the named executive officers, other than himself, but does not participate in the portion of the Compensation Committee meeting regarding the review of his own performance or the determination of the actual amounts of his compensation. |
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Our Chief Financial Officer and our Controller also assist the Compensation Committee as an information resource in regard to metrics related to incentive compensation. Our General Counsel also provides support to the Committee, as needed, with respect to his areas of expertise.
Comparative Compensation Information
Market pay levels and practices, including those of a self-selected peer group, are among many factors the Compensation Committee considers in making compensation decisions.
| 30 | Roper Technologies, Inc. 2026 Proxy Statement |
Purpose
| • | We review market-based comparative compensation information to provide an external frame of reference on range and reasonableness of compensation levels and practices. Market information is used as a data point in decision-making, and not as a primary factor. |
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Challenges
| • | Our high-margin, high-cash generative, asset-light business model and diversified end-markets make it challenging to select peers using traditional criteria, such as revenue, industry codes or competitors. Roper’s 29 operating businesses have peers that can be assigned by industry, but at the enterprise level Roper has no peers that match our diverse set of businesses and unique operating model. Given our valuation relative to revenue, using only revenue in measuring Roper’s size understates the relative market value of Roper and is therefore a poor indicator. Likewise, comparing Roper against a peer |
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group selected primarily on the basis of GICS code classification can lead to inappropriate comparisons, particularly in light of Roper’s diverse business mix and private equity-like business model.
Private Equity
| • | Given the capital deployment responsibilities of our named executive officers and the private equity-like nature of our business, we consider the compensation levels and practices used by private equity firms that offer comprehensive programs, which often include co-investment and leveraged carried-interest opportunities. While Roper’s operating model is closely akin to that of private equity firms, we do not allow our named executive officers to co-invest in Company investments, nor do they benefit from carried-interest tax treatment. Our compensation practices often compete with private equity opportunities when recruiting and retaining talented professionals who possess deep expertise in both operations and capital deployment. |
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2025 Peer Group
Our self-selected peer group reflects our continued strong growth, sustained value creation, continuing expansion into software and technology-driven businesses, market valuation relative to revenues and gross investment, and intense competition with private equity for talent and investment opportunities. Roper’s decision and subsequent transformation to focus on software and technology-enabled products has changed the performance of the Company significantly. Today, approximately 77% of Roper’s revenue is derived from our software businesses. In addition, Roper’s historical growth and strong shareholder returns are in part the result of Roper’s capital deployment strategy. All of these facts make it continually difficult to select appropriate peers. For 2025, the Committee added CrowdStrike Holdings, Inc., Fortinet, Inc. and Synopsys, Inc., to the self-selected peer group to more closely align the peer group with the Company’s portfolio of businesses and removed Adobe Inc. and Salesforce, Inc. from the self-selected peer group. In addition, ANSYS, Inc., which was in the 2025 peer group, was acquired by Synopsys, Inc. in July 2025. At the time of peer company selection, the Committee determined that the self-selected peer group was appropriate based on its review of both financial and non-financial characteristics. The 2025 peer companies, other than ANSYS, Inc., are listed below along with various size indicators.
| Roper Technologies, Inc. 2026 Proxy Statement | 31 |
| MarketCapitalization(1)($ millions) | EnterpriseValue(1)($ millions) | Revenue(2)($ millions) | NetIncome(2)($ millions) | Global Industry ClassificationStandard (GICS) Sub-Industry |
| Intuit Inc. | INTU | $184,334 | $187,655 | $20,121 | $4,340 | Application Software |
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| Synopsys, Inc. | SNPS | $ 89,866 | $ 98,692 | $ 8,002 | $1,105 | Application Software |
| Cadence Design Systems, Inc. | CDNS | $ 85,085 | $ 84,470 | $ 5,297 | $1,109 | Application Software |
| Autodesk, Inc. | ADSK | $ 62,754 | $ 63,199 | $ 7,200 | $1,124 | Application Software |
| Zoom Communications, Inc. | ZM | $ 22,916 | $ 17,724 | $ 4,869 | $1,900 | Application Software |
| Boston Scientific Corporation | BSX | $141,351 | $151,570 | $20,075 | $2,898 | Health Care Equipment |
| Stryker Corporation | SYK | $134,410 | $146,697 | $25,116 | $3,246 | Health Care Equipment |
| ServiceNow, Inc. | NOW | $159,071 | $156,546 | $13,278 | $1,748 | Systems Software |
| Palo Alto Networks, Inc. | PANW | $128,387 | $123,593 | $ 9,893 | $1,282 | Systems Software |
| CrowdStrike Holdings, Inc. | CRWD | $118,174 | $114,224 | $ 4,812 | ($183) | Systems Software |
| Fortinet, Inc. | FTNT | $ 59,053 | $ 56,481 | $ 6,800 | $1,853 | Systems Software |
| Blackstone Inc. | BX | $115,403 | $213,070 | $14,024 | $3,019 | Asset Management &Custody Banks |
| KKR & Co. | KKR | $113,630 | $204,529 | $20,256 | $2,370 | Asset Management &Custody Banks |
| Ares Management Corporation | ARES | $ 35,050 | $ 54,628 | $ 6,460 | $ 485 | Asset Management &Custody Banks |
| The Carlyle Group Inc. | CG | $ 21,304 | $ 33,104 | $ 4,781 | $ 860 | Asset Management &Custody Banks |
| Veeva Systems Inc. | VEEV | $ 36,695 | $ 30,147 | $ 3,195 | $ 909 | Health Care Technology |
| Median | $101,748 | $106,458 | $ 7,601 | $1,515 | ||
| Roper | ROP | $ 47,913 | $ 56,688 | $ 7,903 | $1,536 | Application Software |
Source: FactSet
| (1) | As of December 31, 2025 |
| (2) | Last four quarters available as of February 28, 2026 |
| 32 | Roper Technologies, Inc. 2026 Proxy Statement |
CEO Compensation
The Compensation Committee considers many factors in determining the compensation of Roper’s CEO, and believes the compensation for the position is reasonable, appropriate, and aligned with shareholders’ best interests.
Broad Responsibilities and Effective Leadership
Mr. Hunn joined Roper in 2011, and continues to play a key role in developing and implementing the capital deployment process under which Roper has invested tens of billions of dollars in acquisitions that have generated sustained returns for shareholders. Following his appointment as CEO and President in September 2018, Mr. Hunn has led the Company’s capital deployment efforts and has continued to build and champion Roper’s sustainable high-performance and entrepreneurial culture. Prior to his appointment as CEO, Mr. Hunn served as the Company’s first Chief Operating Officer.
Outstanding Performance and Value Creation
Beginning in 2003, Roper has undergone a business transformation with increasing cash return on investment and increasing margins, providing a platform for continuing growth and future value creation for shareholders. Mr. Hunn made significant contributions to this effort since joining the Company and led the Company’s portfolio transformation strategy to reduce the cyclicality and asset intensity of the enterprise.
Alignment with Shareholder Value Creation
Mr. Hunn’s compensation is closely tied to the performance of the Company. In 2025, approximately 87% of his target total direct compensation was tied to equity awards. This tight alignment between compensation and share price creates a strong incentive to profitably grow the enterprise.
External Comparisons
Compensation for Roper’s CEO is within the range for Roper’s self-selected peers and high-performing chief executive officers of publicly traded companies. Among private equity firms, compensation for Roper’s CEO is below levels that would be expected for commensurate levels of performance. Further, we believe that compensation for our CEO has been reasonable and reflects the value created for shareholders over the long-term.
In early 2025, the Compensation Committee reviewed Mr. Hunn’s compensation compared to similarly
situated CEOs and decided to maintain his salary and his target annual bonus opportunity at $1,000,000, and 200% of his base salary, respectively. The Committee increased Mr. Hunn’s total target direct compensation by approximately 4.5%, with such increase allocated 25% to stock options and 75% to performance-based RSUs.
Internal Pay Equity
The Compensation Committee considers the scope of responsibilities, experience, and performance of our executive officers and believes all named executive officers are appropriately compensated from an internal pay equity perspective. Specific considerations in regard to the CEO’s compensation include the breadth of his responsibilities and his leadership role in developing and executing Roper’s business strategy. Consistent with Roper’s lean organization, we made a conscious decision to not have many traditional corporate staff positions and levels. While contributing to low corporate overhead, Roper’s decentralized model results in operating business leaders who are highly compensated but are not currently named executive officers. In addition to rigorous executive development programs for key employees who may become executive officers, the Compensation Committee monitors compensation of other key Company leaders against external and internal standards. This supports our succession planning process and ensures its continuing effectiveness.
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