Fortive Corp PRE 14A, filed Apr 8, 2022

Fortive Corp (FTV)

PRE 14A 2022-04-08 For: 2022-06-07

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☑		Preliminary Proxy Statement
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☐		Definitive Proxy Statement
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Table of Contents

Notice of 2022 Annual Meeting of Shareholders		2
About Fortive		3
Proxy Voting Roadmap		5
Ownership of Our Stock		8
Directors		10
Overview of Director Nominees		10
Skills and Attributes		10
Director Nominees		11
Proposal 1	Election of Directors	17
Corporate Governance		18
Corporate Governance Overview		18
Corporate Governance Guidelines, Committee Charters and Code of Conduct		19
Board Leadership Structure		19
Risk Oversight		20
Director Independence		23
Board of Directors and Committees of the Board		23
Director Nomination Process		27
Shareholder Engagement		31
Sustainability (ESG)		33
Sustainability Overview		33
Sustainability Strategic Pillars		33
Empower Inclusive & Diverse Teams		33
Invest In Our Communities		34
Protect the Planet		35
Work & Source Responsibly		35
Operate with Principle		36
Governance		37
Human Capital Strategy		38
Growth and Development		38
Workforce Diversity		39
Inclusion and Diversity		39
Employee Experience and Communication		40
Pandemic Support		40
Certain Relationships and Related Transactions		41
Director Compensation		42
Compensation Discussion and Analysis		45
Compensation Committee Report		71
Executive Compensation Tables		72
Equity Compensation Plan Information		81
Proposal 2	Advisory Vote on Executive Compensation	82

Proposal 3	Ratification of Independent Registered Public Accounting Firm	83
Audit Committee Matters		84
Audit Committee Report		85
Proposal 4	Elimination of Supermajority Voting Requirements	86
Additional Information		87
Other Matters		92
Shareholder Proposals for Next Year’s Annual Meeting		92
Appendix A	Certificate of Amendment of Restated Certificate of Incorporation	93
Appendix B	Non-GAAP Financial Measures	94

		Board Recommendation		Page
1.	To elect the eight director nominees named in the Proxy Statement, each for a one-year term expiring at the 2023 annual meeting and until his or her respective successor is duly elected and qualified.		FOR	17
2.	To approve on an advisory basis Fortive’s named executive officer compensation.		FOR	82
3.	To ratify the selection of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2022.		FOR	83
4.	To approve amendments to Fortive’s Restated Certificate of Incorporation to eliminate the supermajority voting requirements.		FOR	86

Revenue	Operating Profit	Adjusted Operating Profit	Free Cash Flow
in millions	in millions	in millions	in millions

Core Revenue Growth of 9.5%	390 bps of Operating Profit Margin Expansion with 2021 EPS of $1.65	210 bps of Adjusted Operating Profit Margin Expansion with 2021 Adjusted EPS of $2.75, representing 32% Adjusted EPS Growth

Strategic Pillars
	Inclusion and Diversity (I&D) Matters:
	►Build a diverse Fortive through hiring, developing, and retaining a strong and diverse team
	Everyone Owns Inclusion:
	►Invest in development of our teams to build a Fortive where you can be yourself and do your best work
	I&D in Our DNA:
	►Build a culture of equity that enables greater innovation and performance for customers and the world

	Our 2025 Goals
Gender Representation	50%
BIPOC Representation	37%
Senior Leader Diversity	50%
Inclusion & Belonging Score in Employee Experience Survey	85%

Director Nominee	Daniel Comas	Sharmistha Dubey	Rejji Hayes	Wright Lassiter	James Lico	Kate Mitchell	Jeannine Sargent	Alan Spoon
Skills and Attributes
Global Experience
Senior Executive Leadership Experience
Relevant Industry Experience
Sustainability (ESG) Experience
Technology Management Experience
Cybersecurity Experience
Financial Literacy or Public Accounting Experience
Human Capital Management Experience
Mergers and Acquisition Experience
Public Company Board Experience
Legal and Corporate Governance Experience
Capital Markets and Corporate Finance Experience
Operational and Risk Management Experience

Demographic Information
Tenure*	1	2	1	0	6	6	3	6
Gender	M	F	M	M	M	F	F	M
Race/Ethnicity
African American or Black
Asian
White

*	Calculated as of the date of this Proxy Statement
	Indicates Expertise
	Indicates Experienced


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

Name	Number of Shares Beneficially Owned⁽¹⁾			Percent of Class⁽¹⁾
Daniel L. Comas		39,420	⁽²⁾	*
Sharmistha Dubey		8,340	⁽³⁾	*
Rejji P. Hayes		1,900	⁽⁴⁾	*
Wright Lassiter III		1,860	⁽⁵⁾	*
James A. Lico		1,591,377	⁽⁶⁾	*
Kate D. Mitchell		27,811	⁽⁷⁾	*
Jeannine Sargent		9,429	⁽⁸⁾	*
Alan G. Spoon		103,797	⁽⁹⁾	*
Barbara B. Hulit		372,238	⁽¹⁰⁾	*
Charles E. McLaughlin		321,810	⁽¹¹⁾	*
Edward R. Simmons		840	⁽¹²⁾	*
Olumide Soroye		502	⁽¹³⁾	*
All current executive officers and directors as a group (16 persons)		2,821,284	⁽¹⁴⁾	*

⁽¹⁾	Balances credited to each executive officer’s account under the Fortive Executive Deferred Incentive Plan (the “EDIP”) which are vested or are scheduled to vest within 60 days of April 1, 2022 are included in the table. See “Employee Benefit Plans—Fortive Executive Deferred Incentive Plan” for a description of our EDIP. The incremental number of notional phantom shares of Common Stock credited to a person’s EDIP account is based on the incremental amount of contribution to the person’s EDIP balance divided by the closing price of Common Stock as reported on the NYSE on the date of the contribution. In addition, for purposes of the table, the number of shares attributable to each executive officer’s 401(k) Plan account is equal to (a) the officer’s balance, as of March 31, 2022 in the Fortive stock fund included in the executive officer’s 401(k) Plan account (the “401(k) Fortive Stock Fund”), divided by (b) the closing price of Common Stock as reported on the NYSE on March 31, 2022. The 401(k) Fortive Stock Fund consists of a unitized pool of Common Stock and cash. The table also includes shares that may be acquired upon exercise of options that are exercisable within 60 days of April 1, 2022 or upon vesting of Restricted Stock Units (“RSUs”) that vest within 60 days of April 1, 2022. The table also includes unvested restricted shares that are subject only to time-vesting requirements. In addition, RSUs granted to a non-executive director for which shares are not delivered until the earlier of the director’s death or, at the earliest, the first day of the seventh month following the director’s resignation from the board are not included in the table.
⁽²⁾	Includes options to acquire 960 shares, 75 shares held in an irrevocable trusts and 1,721 shares beneficially owned by Mr. Comas’ spouse. Mr. Comas disclaims beneficial ownership of the shares held by the trusts and by his spouse.
⁽³⁾	Includes options to acquire 8,340 shares.
⁽⁴⁾	Includes options to acquire 1,900 shares.
⁽⁵⁾	Includes options to acquire 1,860 shares.
⁽⁶⁾	Includes options to acquire 1,249,094 shares, 31,386 shares attributable to Mr. Lico’s 401(k) Fortive Stock Fund and 129,825 notional phantom shares attributable to Mr. Lico’s EDIP account.
⁽⁷⁾	Includes options to acquire 27,811 shares.
⁽⁸⁾	Includes options to acquire 9,429 shares.
⁽⁹⁾	Includes options to acquire 43,124 shares.
⁽¹⁰⁾	Includes options to acquire 301,822 shares, and 33,825 notional phantom shares attributable to Ms. Hulit’s EDIP account. Ms. Hulit retired from her executive officer role on December 31, 2021 and was not an executive officer as April 1, 2022.

⁽¹¹⁾	Includes options to acquire 279,313 shares, and 21,060 notional phantom shares attributable to Mr. McLaughlin’s EDIP account.
⁽¹²⁾	Includes 840 notional phantom shares attributable to Mr. Simmons’ EDIP account.
⁽¹³⁾	Includes 502 notional phantom shares attributable to Mr. Soroye’s EDIP account.
⁽¹⁴⁾	Includes options to acquire 2,234,571 shares, 1,177 RSUs, 31,386 shares attributable to 401(k) accounts and 179,155 notional phantom shares attributable to executive officers’ EDIP accounts.
*	Represents less than 1% of the outstanding Common Stock.

Name and Address	Number of Shares Beneficially Owned			Percentage of Class
The Vanguard Group		36,567,233	⁽¹⁾	10.2%
100 Vanguard Blvd., Malvern, PA 19355
BlackRock, Inc.		33,420,429	⁽²⁾	9.3%
55 East 52^ndStreet, New York, NY 10055
Wellington Management Group LLP		22,204,547	⁽³⁾	6.2%
c/o Wellington Management Group LLP 280 Congress Street, Boston, MA 02210
T. Rowe Price Associates, Inc.		19,758,392	⁽⁴⁾	5.5%
100 E. Pratt Street, Baltimore, MD 21202

⁽¹⁾	The amount shown and the following information is derived from a Schedule 13G/A filed February 10, 2022 by The Vanguard Group, which sets forth their respective beneficial ownership as of December 31, 2021. According to the Schedule 13G/A, The Vanguard Group has shared voting power over 532,180 shares, sole dispositive power over 35,202,980 shares and shared dispositive power over 1,364,253 shares.
⁽²⁾	The amount shown and the following information is derived from a Schedule 13G/A filed February 3, 2022 by BlackRock, Inc. which sets forth BlackRock, Inc.’s beneficial ownership as of December 31, 2021. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power over 30,071,671 shares and sole dispositive power over 33,420,429 shares.
⁽³⁾	The amount shown and the following information is derived from a Schedule 13G filed February 4, 2022 jointly by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holding LLP, and Wellington Management Company LLP (collectively, the “Wellington Reporting Entities”), which sets forth their respective beneficial ownership as of December 31, 2021. According to the Schedule 13G, the Wellington Reporting Entities have shared voting power over 19,596,109 shares and shared dispositive power over 22,204,507 shares. The shares are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group LLP. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such shares. No such client is known to have such right or power with respect to more than five percent of the Company’s common stock.
⁽⁴⁾	The amount shown and the following information is derived from a Schedule 13G/A filed February 14, 2022 by T. Rowe Price Associates, Inc. (“Price Associates”), which sets forth Price Associates’ beneficial ownership as of December 31, 2021. According to the Schedule 13G/A, Price Associates has sole voting power over 8,647,418 shares and sole dispositive power over 19,758,392 shares. Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time.

CEO Pay	All Other NEO Pay*

	Gender	Ethnicity/Race	Independence	Tenure
63% Diversity

Daniel L. Comas Age: 58 Director Since: 2021 Independent			Background
			Background
			►Had served as Executive Vice President of Danaher Corporation, a global science and technology company, from April 2005 through December 2020, including as Chief Financial Officer through December 2018 ►Had also 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 and is an adjunct professor at Georgetown University ►Holds a Bachelor’s degree in Economics from Georgetown University and a Master’s degree in Business Administration from Stanford University
			Other Current Public Company Directorships None Director Qualifications Mr. Comas brings deep expertise in finance, strategy, corporate development, capital allocation, accounting, human capital management, and risk management. In addition, through his extensive leadership experience at Danaher Corporation, Mr. Comas brings direct understanding for the principles of the Fortive Business System and our culture of continuous improvement.

Sharmistha Dubey Age: 51 Director Since: 2020 Independent			Background
			Background
			►Currently serves as the Chief Executive Officer and Director of Match Group, Inc., a publicly-traded provider of global dating products, overseeing growth for the portfolio of brands including Tinder, Match, Meetic, OkCupid, Hinge, Pairs, PlentyOfFish, and OurTime ►Had also 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 ►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. Director Qualifications Ms. Dubey’s qualifications to sit on the Board include, among other factors, extensive experience and leadership in operation, innovative product development, competitive strategy and marketing in the technology industry. In addition, through her leadership roles at Match Group, Inc., Ms. Dubey has significant experience in data privacy, human capital management, scaling new technologies into new markets, and executing portfolio and investment strategies.

Rejji P. Hayes Age: 47 Director Since: 2020 Independent			Background
			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 all treasury, tax, investor relations, accounting, financial planning and analysis, internal audit services, supply chain, facilities, fleet, corporate safety, real estate, and mergers & acquisitions ►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 Public Company Directorships None Director Qualifications In addition to his strong knowledge of the power and energy sector, Mr. Hayes brings extensive experience in finance, capital markets, accounting and financial reporting, valuation, mergers & acquisitions, risk management, ESG and regulatory matters, and corporate governance. Mr. Hayes has significant expertise in structuring capital financing and executing investment and acquisition strategies.

Wright Lassiter III Age: 58 Director Since: 2022^* Independent * Mr. Lassiter, who was appointed by the Board effective January 1, 2022, was recommended by a third-party search firm engaged by the Nominating and Governance Committee.			Background
			Background
			►Currently serves 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 since 2014 ►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 ►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 ►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 ►Had served as the CEO of Alameda Health System in Oakland, California, from 2005 to 2014 ►Had 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 Mr. Lassiter’s qualifications to sit on the Board include, among other factors, extensive experience and leadership in healthcare services and innovation, strategic planning, operation, and execution, corporate governance, ESG, human capital management, finance and community service.

James A. Lico Age: 56 Director Since: 2016			Background
			Background
			►Currently serves as the Chief Executive Officer and President of Fortive since 2016 ►Had served in various leadership positions at Danaher Corporation, a global science and technology company, including as Executive Vice President from 2005 to 2016 ►Had served as a director of NetScout Systems, Inc., a public company, from 2015 to 2018
			Other Current Public Company Directorships None Director Qualifications Mr. Lico’s qualifications to sit on the Board include, among other factors, 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. Mr. Lico, through his various senior leadership positions at Danaher and Fortive, has 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.

Kate D. Mitchell Age: 63 Director Since: 2016 Independent			Background
			Background
			►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 ►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 ►Serves as director of SVB Financial Group, a publicly-traded financial services, bank holding and financial holding company, as well as a member of its Governance Committee and Risk Committee ►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 Ms. Mitchell’s qualifications to sit on the Board include, among other factors, over 40 years of extensive experience in the technology industry, with a focus on innovative software and technology markets. In addition, Ms. Mitchell has 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, and executive compensation.

Jeannine Sargent Age: 58 Director Since: 2019 Independent			Background
			Background
			►Currently as an operating partner of Katalyst Ventures, an early-stage technology venture fund, since 2018 ►Serves as a senior advisor at Generation Investment Management, LLP since 2017 and as an advisor at Breakthrough Energy Ventures since 2018, each an investment venture focused on sustainable innovation ►Had served as president of Innovation and New Ventures at Flex, a leader in global design and manufacturing, from 2012 until 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 director of Synopsys, Inc., a publicly-traded electronic design automation company, as well as a member of its Audit Committee ►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 Ms. Sargent’s qualifications to sit on the Board include, among other factors, 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. In addition, Ms. Sargent has significant experience with development and global launch of disruptive technology, executing investment and acquisition strategies, corporate governance, cybersecurity, sustainable innovation and executive compensation.

Alan G. Spoon Age:70 Director Since: 2016 Independent			Background
			Background
			►Has served as the Chairman of the Board of Fortive since 2016 ►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 ►Had served in senior leadership roles as 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 May 2000, and as President of Newsweek from 1989 to 1991 ►Serves as a director of IAC/InterActiveCorp, including as a chair of its Audit Committee ►Serves as a director of Match Group, Inc., including as a chair of its Audit Committee ►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 Mr. Spoon’s public and private company leadership experience gives him insight into business strategy, leadership, marketing, finance, corporate governance, executive compensation and board management. His public company and private equity experience gives him 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 three 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 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 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
	Subject to approval by the shareholders of Proposal 4, we have approved the elimination of the 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

►	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 non-management directors and 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.

►	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.

►	January	February	April	August
►	January	February	April	August
	STRATEGY UPDATE AND CEO SUCCESSION PLANNING PROCESS REVIEW	PERFORMANCE REVIEW AND COMPENSATION AWARDS	EMPLOYEE ENGAGEMENT UPDATE AND ENTERPRISE RISK ASSESSMENT REPORT	TALENT, SUCCESSION AND ENGAGEMENT UPDATE
	Nominating and Governance Committee: Review of the scope and process for annual CEO succession planning Compensation Committee: Preliminary review of the performance of the executive officers in connection with compensation analysis	Compensation Committee: Finalize and approve performance reviews and compensation decisions for the prior year and target compensation for the current year, with deliberation and input from the entire Board	Board: Update on company culture, leadership effectiveness reflected in employee survey Nominating and Governance Committee: Review status and progress on CEO succession planning, including review of short-term and long-term funnel and readiness	Board: Review of senior management succession readiness, including short-term and long-term leadership development, diversity, and employee engagement

	Audit Committee			Nominating and Governance Committee
The Audit Committee oversees risks related to financial controls, legal and compliance risks and major financial, and business continuity risks. The Audit Committee also assists the Board in overseeing the Company’s risk assessment and risk management policies and oversees our cybersecurity risk management and risk controls as well as our data privacy controls.			The Nominating and Governance Committee oversees risks associated with corporate governance, board management, CEO succession planning, conflict of interest, political contribution, and Sustainability (ESG) reporting.
		►	◄
		►	◄

		►	◄
		►	◄
	Compensation Committee			Finance Committee
The Compensation Committee oversees risks associated with the Company’s compensation policies and practices. The Compensation Committee also oversees risks associated with human capital, including retention, recruitment, inclusion and diversity strategies.			The Finance Committee oversees risks associated with the execution of the Company’s acquisition, investment and divestiture strategies.

Name of Director	Audit	Compensation	Nominating and Governance	Finance
Daniel L. Comas		Member		Member
Sharmistha Dubey		Member	Member
Rejji P. Hayes	Chair
Wright Lassiter III		Member
James A. Lico				Member
Kate D. Mitchell	Member	Chair		Member
Jeannine Sargent	Member		Chair
Alan G. Spoon			Member	Chair

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.

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 recoupment 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 and diverse 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.