Independent
Tenure on this board
5.2 yrs
Also a director at
Veralto Corp (VLTO)
8 nominees · 3 ballot items.
Election of eight directors; advisory approval of named executive officer compensation (say-on-pay); and ratification of Ernst & Young LLP as the company’s independent registered public accounting firm.
Elect eight director nominees (Daniel L. Comas; Sharmistha Dubey; Rejji P. Hayes; Wright L. Lassiter III; Kate D. Mitchell; Gregory J. Moore; Jeannine Sargent; and Olumide Soroye) each to serve a one-year term until the 2027 annual meeting.
Non-binding, advisory vote to approve Fortive’s named executive officer compensation as disclosed in the proxy statement (the ‘say-on-pay’ vote).
This advisory proposal asks shareholders to vote to approve, on a non-binding basis, the compensation disclosed for Fortive’s named executive officers in the proxy statement. Management seeks shareholder support to validate its executive pay program, which it describes as heavily performance-based and aligned with long-term shareholder interests through a mix of PSUs tied to relative TSR and Core Revenue Growth and substantial time‑based equity and other incentives. The Compensation Committee relied on an independent consultant, investor outreach, and adjustments following the Ralliant separation and CEO/CFO transitions to set pay levels and performance metrics; notable elements include 60% of PSUs tied to relative TSR (with cap if absolute TSR is negative) and annual incentive measures (Adjusted EPS, Free Cash Flow, Core Revenue Growth). The program incorporates governance features—clawbacks, stock ownership guidelines, majority voting for directors, and limits on severance practices—and the Board highlights active shareholder engagement and prior positive say-on-pay outcomes. Management emphasizes recent program refinements (e.g., increasing PSU emphasis, eliminating certain option and incremental RSU mechanics) intended to strengthen pay-for-performance alignment going forward. The advisory vote is non-binding legally, but the Board will consider the outcome when setting future compensation policies and retains discretion over pay decisions and plan adjustments. Given the company’s recent separation, executive transitions, and other one‑time adjustments, shareholders should weigh both the structural alignment of incentives to long‑term performance and the magnitude/timing of certain one‑time awards when evaluating the proposal.
Ratify the appointment of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 14.16% | 43,156,197 | $2.4B |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 7.63% | 23,265,325 | $1.3B |
| 3 | VIKING GLOBAL INVESTORS LP | 7.37% | 22,479,388 | $1.2B |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 6.63% | 20,208,249 | $1.1B |
| 5 | STATE STREET CORP | 4.46% | 13,610,226 | $752M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.31% | 13,154,259 | $727M |
| 7 | FLOSSBACH VON STORCH SE | 3.90% | 11,902,828 | $658M |
| 8 | BlackRock, Inc. | 3.22% | 9,829,061 | $543M |
| 9 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 2.85% | 8,678,008 | $480M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.70% | 8,239,706 | $454M |
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