Fortive Corp DEF 14A, filed Apr 24, 2023

About this DEF 14A

Fortive Corp (FTV)

DEF 14A 2023-04-24

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Added on June 12, 2026

Core Revenue Growth of 10.1% in FY22

Fortive Corp filed this DEF 14A on April 24, 2023.

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☐		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 Pursuant to § 240.14a-12



Notice of 2023 Annual Meeting of Shareholders			2

About Fortive			3

Proxy Voting Roadmap			5

Ownership of Our Stock			9

Directors			11

Overview of Director Nominees			11

Director Nominees			13



Corporate Governance			19

Corporate Governance Overview			19

Corporate Governance Guidelines, Committee Charters and Code of Conduct			20

Board Leadership Structure			20

Risk Oversight			21

Director Independence			24

Board of Directors and Committees of the Board			25

Director Nomination Process			30

Shareholder Engagement			33

Sustainability			36

Our Commitment to Sustainability			36

Empower Inclusive and Diverse Teams			36

Invest In Our Communities			37

Protect the Planet			37

Products and Services			38

Work & Source Responsibly			38

Operate with Principle			39

ESG Governance			40

Human Capital Management			41

Inclusive Growth Culture			41

Business, Talent, and Reward Systems			42

Employee Experience and Communication			42

Certain Relationships and Related Transactions			43

Director Compensation			44

Compensation Discussion and Analysis			46

Compensation Committee Report			73

Executive Compensation Tables			74

Pay Ratio Disclosure			82

Pay vs. Performance			83

Equity Compensation Plan Information			86



Audit Committee Matters			90

Audit Committee Report			91



Additional Information			95

Other Matters			100

Shareholder Proposals for Next Year’s Annual Meeting			100

Appendix A Non-GAAP Financial Measures			A-1



Proposal 3 Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation			88



Proposal 4 Ratification of Independent Registered Public Accounting Firm			89



Proposal 5 Shareholder Proposal Seeking Shareholder Ratification of Termination Pay			92



		Board Recommendation	Page

1.	To elect the nine director nominees named in the Proxy Statement, each for a one-year term expiring at the 2024 annual meeting and until his or her respective successor is duly elected and qualified.	FOR	5

2.	To approve on an advisory basis Fortive’s named executive officer compensation.	FOR	6

3.	To hold an advisory vote relating to the frequency of future shareholder advisory votes on Fortive’s named executive officer compensation.	ONE YEAR	7

4.	To ratify the appointment of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2023.	FOR	7

5.	To consider and act upon a shareholder proposal seeking shareholder ratification of termination pay.	AGAINST	8


Strategic Pillars

		INCLUSION ^u Invest in development of our teams to build a Fortive where you can be yourself and do your best work

		DIVERSITY ^u Build a diverse Fortive through hiring, developing, and retaining a strong and diverse team

		EQUITY ^u Create a culture of equity that enables greater innovation and performance for customers and the world


	Base Salary	Annual Incentive Compensation	Stock Options	Restricted Stock Units (“RSUs”)	Performance Stock Units (“PSUs”)

Form of Compensation	Cash Near-Term Emphasis	Cash Near-Term Emphasis		Equity Long-Term Emphasis

Compensation Period	1 year	Annual Performance	4 years	4 years	3 years with an additional 1 year holding period

Key Performance Measures	N/A	Company Financial Results and Performance Relative to Individual Goals	Stock Price Appreciation	Financial Performance and Stock Price Appreciation	Three-Year Relative Total Shareholder Return and Financial Performance

Determination of Performance- Based Payouts	N/A	Formulaic + Discretion	N/A	Formulaic	Formulaic


Name	Number of Shares Beneficially Owned⁽¹⁾			Percent of Class⁽¹⁾

Eric Branderiz		2,315	⁽²⁾

Daniel L. Comas		43,990	⁽³⁾		*

Sharmistha Dubey		12,910	⁽⁴⁾		*

Rejji P. Hayes		1,900	⁽⁵⁾		*

Wright Lassiter III		6,430	⁽⁶⁾		*

James A. Lico		1,877,776	⁽⁷⁾		*

Kate D. Mitchell		32,381	⁽⁸⁾		*

Jeannine Sargent		9,429	⁽⁹⁾		*

Alan G. Spoon		128,117	⁽¹⁰⁾		*

Charles E. McLaughlin		379,563	⁽¹¹⁾		*

Patrick Murphy		222,498	⁽¹²⁾		*

Olumide Soroye		2,345	⁽¹³⁾		*

Stacey Walker		139,903	⁽¹⁴⁾		*

All current executive officers and directors as a group (17 persons)		3,365,151	⁽¹⁵⁾		*


Name and Address	Number of Shares Beneficially Owned			Percentage of Class
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355		39,402,796	⁽¹⁾		11.15	%
T. Rowe Price Associates, Inc. 4515 Painters Mill Road, Owings Mills, MD 21117		34,523,024	⁽²⁾		9.77	%
BlackRock, Inc. 55 East 52^ndStreet, New York, NY 10055		30,542,592	⁽³⁾		8.64	%
Wellington Management Group LLP c/o Wellington Management Group LLP 280 Congress Street, Boston, MA 02210		18,122,141	⁽⁴⁾		5.13	%



		Background
		^u 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 through 2022 ^u Had served as Vice President, Chief Accounting Officer and Corporate Controller of Tesla, Inc., an automotive and renewable energy company, from 2016 to 2018 ^u 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 ^u 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 ^u Currently serves as a director of Cognizant Technology Solutions Corporation, an information technology services and consulting company ^u Currently certified as a public accountant in California ^u Holds a bachelor’s degree from University of Alberta
		Other Current Public Company Directorships Cognizant Technology Solutions Corporation Director Qualifications ^u Deep knowledge and experience with innovation and disruptive technology, hypergrowth, and the sustainable energy and semiconductor sectors ^u Extensive expertise in financial operations, accounting and financial reporting, mergers & acquisitions, capital markets, risk management, legal operations, and ESG ^u Extensive experience in business operations, innovative product development and strategy, business transformation, logistics, commercial operations, procurement, and supply chain



		Background
		^u 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 ^u 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 ^u 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 ^u 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 Public Company Directorships Match Group, Inc. Naspers Ltd. (listed outside United States) Prosus Ltd. (listed outside United States) Director Qualifications ^u Extensive experience and leadership in operation, innovative product development, competitive strategy and marketing in the technology industry ^u Extensive significant experience in data privacy, cybersecurity, human capital management, scaling of new technologies into new markets, financial reporting, and execution of portfolio and investment strategies



		Background
		^u 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 all treasury, tax, investor relations, accounting, financial planning and analysis, internal audit services, supply chain, facilities, fleet, corporate safety, real estate, and mergers & acquisitions ^u Previously served as Chairman of the Board of EnerBank USA^®, a nationwide provider of home improvement loans and former CMS Energy subsidiary ^u 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 ^u Held strategy and financial leadership roles for Exelon Corporation, Lazard Freres & Co., and Bank of America Securities prior to joining ITC Holdings Corp. ^u Holds a bachelor’s degree from Amherst College and a master’s degree in business from Harvard Business School
		Other Current Public Company Directorships None Director Qualifications ^u Strong knowledge of the power and energy sector ^u Extensive experience in finance, capital markets, accounting and financial reporting, valuation, mergers & acquisitions, risk management, ESG and regulatory matters, cybersecurity, and corporate governance ^u Significant expertise in structuring capital financing and executing investment and acquisition strategies



		Background
		^u Currently serves as CEO of CommonSpirit Health, a private, integrated health system comprising over 140 hospitals and more than 1,500 care sites in 21 states, since 2022 ^u 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 ^u Serves as a director of Quest Diagnostics, a publicly-traded diagnostic information services company, as well as a member of its Audit and Finance Committee and its Quality and Compliance Committee ^u Serves as the lead independent director of DT Midstream, a publicly-traded energy company, as well as the chair of its Corporate Governance Committee, a member of its Environmental, Social and Governance Committee, and a member of its Organization and Compensation Committee ^u 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 ^u Had served as the CEO of Alameda Health System in Oakland, California, from 2005 to 2014 ^u Had also served as a Director of the Federal Reserve Bank of Chicago from 2018 to 2021
		Other Current Public Company Directorships DT Midstream Inc. Quest Diagnostics, Inc. Director Qualifications ^u Extensive experience and leadership in healthcare services ^u Extensive experience in innovation, strategic planning, operation, and execution, corporate governance, ESG, human capital management, finance and community service



		Background
		^u Currently serves as the Chief Executive Officer and President of Fortive since 2016 ^u Had served in various leadership positions at Danaher Corporation, a global science and technology company, including as Executive Vice President from 2005 to 2016 ^u Had also served as a director of NetScout Systems, Inc., a public company, from 2015 to 2018
		Other Current Public Company Directorships None Director Qualifications ^u Over 20 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 ^u 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



		Background
		^u Currently serves as a partner and co-founder of Scale Venture Partners, a Silicon Valley-based firm that invests in early-in-revenue technology companies, since 1997 ^u Had served with Bank of America, a multinational banking and financial services corporation, from 1988 to 1996, most recently as Senior Vice President for Bank of America Interactive Banking ^u Serves as director of SVB Financial Group, a publicly-traded financial holding company ^u Serves as a director of Silicon Valley Community Foundation and other private company boards on behalf of Scale Venture Partners
		Other Current Public Company Directorships SVB Financial Group Director Qualifications ^u Over 40 years of extensive experience in the technology industry, with a focus on innovative software and technology markets ^u Deep experience as a director, investor and senior executive in the areas of business management and operations, finance, financial reporting, risk management, investment and acquisition strategy, cybersecurity, and executive compensation



		Background
		^u Currently serves as an operating partner of Katalyst Ventures, an early-stage technology venture fund, since 2018 ^u Had served as president of Innovation and New Ventures at Flex, a leader in global design and manufacturing, from 2012 until 2017 ^u 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 ^u Serves as a senior advisor at Generation Investment Management, LLP since 2017 and as an advisor at Breakthrough Energy Ventures since 2019, each an investment venture focused on sustainable innovation ^u Serves as a director of Synopsys, Inc., a publicly-traded electronic design automation company, as well as a member of its Corporate Governance and Nominating Committee ^u Serves as the lead independent director of Proterra Inc., a publicly-traded commercial vehicle electrification technology company, as well as the chair of its Nominating and ESG Committee
		Other Current Public Company Directorships Proterra Inc. Synopsys, Inc. Director Qualifications ^u Over 30 years of experience encompassing leadership, operations, marketing and engineering roles with a diverse mix of high technology hardware and software companies across multiple industries ^u 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



		Background
		^u Has served as the Chairman of the Board of Fortive since 2016 ^u Had served as a Partner of Polaris Partners, a company that invests in private technology and life science firms, from 2000 to 2018, including as Managing General Partner from 2000 to 2010 and as Partner Emeritus from 2015 to 2018 ^u Had also served in senior leadership roles at the Washington Post Company (now known as Graham Holdings Company), including as Chief Operating Officer and a director from 1991 to 2000, as President from 1993 to 2000, and as President of Newsweek from 1989 to 1991 ^u Serves as a director of IAC/InterActiveCorp, including as a chair of its Audit Committee ^u Serves as a director of Match Group, Inc., including as a chair of its Audit Committee ^u Serves as a director of Danaher Corporation, including as the chair of its Compensation Committee
		Other Current Public Company Directorships Danaher Corporation IAC/InterActiveCorp Match Group, Inc. Director Qualifications ^u Public and private company leadership experience that gives Mr. Spoon insight into business strategy, leadership, marketing, finance, cybersecurity, corporate governance, executive compensation and board management ^u Public company and private equity experience that gives Mr. Spoon insight into trends in the internet and technology industries, acquisition strategy and financing, each of which represents an area of key strategic opportunity for Fortive



		We have documented and executed our commitment to Board diversity in our Corporate Governance Guidelines and the Nominating and Governance Committee Charter, with three female directors and four ethnically/racially diverse directors

		We have engaged in rigorous refreshment of the Board, with a majority of the Board appointed during or after 2019

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

		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

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

		We have implemented the “Rooney Rule” policy with respect to new director searches



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



		We have implemented a Sustainability (ESG) program, as reported in our annual Sustainability Report, with multi-layered oversight by the Nominating and Governance Committee and the full Board

		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

		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

		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

		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

		We have implemented a robust annual shareholder engagement program



		We have no shareholder rights plan

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

		We have eliminated all supermajority voting requirements

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

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

		We have implemented stock ownership requirements for non-CEO executive officers at multiple of three times base salary and for CEO and directors at multiple of five times base salary and annual cash retainer respectively, with no credit for options and equity awards with outstanding performance-vesting requirements


Risk Category	Board Oversight Responsibility	Director Expertise

Enterprise Risk	Board of Directors Audit Committee Compensation Committee Nominating and Governance Committee Finance Committee	All Directors

Portfolio Strategy	Board of Directors Finance Committee	Eric Branderiz Daniel Comas Rejji Hayes Wright Lassiter James Lico Kate Mitchell Jeannine Sargent Alan Spoon

Cybersecurity	Board of Directors Audit Committee	Sharmistha Dubey Rejji Hayes Kate Mitchell Jeannine Sargent Alan Spoon

Sustainability (ESG)	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 Kate Mitchell Jeannine Sargent Alan Spoon

Management Succession	Board of Directors Nominating and Governance Committee	All Directors


Rejji P. Hayes (Chair)
Eric Branderiz		Kate D. Mitchell

Jeannine Sargent
Meetings in 2022: 7



		The Audit Committee is responsible for:
		^u Assessing the qualifications and independence of Fortive’s independent auditors; ^u Appointing, compensating, retaining, and evaluating Fortive’s independent auditors; ^u 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; ^u Overseeing Fortive’s internal auditing processes; ^u Overseeing management’s assessment of the effectiveness of Fortive’s internal control over financial reporting; ^u Overseeing management’s assessment of the effectiveness of Fortive’s disclosure controls and procedures; ^u Overseeing risks related to financial controls, legal and compliance risks and major financial, privacy, security and business continuity risks; ^u Overseeing Fortive’s risk assessment and risk management policies; ^u Overseeing Fortive’s compliance with legal and regulatory requirements; ^u Overseeing Fortive’s cybersecurity and product security risk management and risk controls; ^u Overseeing swap and derivative transactions and related policies and procedures; and ^u Preparing a report as required by the SEC to be included in this proxy statement.


Kate D. Mitchell (Chair)
Daniel L. Comas		Sharmistha Dubey

Wright Lassiter III
Meetings in 2022: 4
The Compensation Committee acted by unanimous written consent two times in 2022.



		The Compensation Committee is responsible for:
		^u 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; ^u 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; ^u Reviewing and making recommendations to the Board with respect to the form and amounts of director compensation; ^u Overseeing and monitoring compliance with Fortive’s compensation recoupment policy; ^u Overseeing and monitoring compliance by directors and executive officers with Fortive’s stock ownership requirements; ^u Overseeing risks associated with Fortive’s compensation policies and practices; ^u Overseeing our engagement with shareholders and proxy advisory firms regarding executive compensation matters; ^u Assisting the Board in oversight of our human capital management practices, including strategies, risk management, employee retention and inclusive and diverse culture; ^u Overseeing the Company’s reporting on the Company’s human capital management practices; and ^u 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.


Jeannine Sargent (Chair)
Eric Branderiz		Sharmistha Dubey
Alan G. Spoon
Meetings in 2022: 6



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


Alan G. Spoon (Chair)
Daniel L. Comas		James A. Lico
Kate D. Mitchell



		The Finance Committee is responsible for:
		^u Assisting the Board in assessing potential acquisition, investment and divestiture opportunities; and ^u Approving business acquisitions, investments and divestitures up to the levels of authority delegated to it by the Board.


Personal and professional integrity and character Skills, knowledge, diversity 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 diversity 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