Fortive : Proxy Document (Proxy Statement %28BM%29)

Published: 2026-04-29 08:32:20 ET FTV

Published on 04/29/2026 at 08:32 am EDT

and Notice of Annual Meeting of Shareholders

We build extraordinary teams for extraordinary results.

We believe we are more together, and we all have something unique to offer as we come together to solve problems no one could solve alone, committed to a strong and inclusive culture.

We compete for shareholders.

We believe in prioritizing

trust, sustainability, and positive impact to create long-term value for all of our stakeholders, including

our shareholders, our employees, our customers and our communities.

Customer success inspires our innovation.

We believe our most important breakthroughs are the ones that help

our customers succeed, and we strive to break down barriers and forge new paths to world-changing

innovations to move our customers forward.

Kaizen is our way of life.

We know we can always do and be better. Our commitment

to continuous improvement, grounded in our Fortive Business

System Inspires us to approach our work with curiosity. We are

always growing and learning.

FORTIVE CORPORATION

6920 Seaway Blvd

Everett, WA 98203

ITEMS OF BUSINESS

BOARD RECOMMENDATION

PAGE

1. To elect the eight director nominees named in this Proxy Statement, each for a one-year term expiring at the 2027 annual meeting and until his or her respective successor is duly elected and qualified.

2. To approve on an advisory basis Fortive's named executive officer compensation.

3. To ratify the appointment of Ernst & Young LLP as Fortive's independent registered public accounting firm for the year ending December 31, 2026.

When:

June 9, 2026 at

3:00 p.m., PDT.

YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

Most shareholders have a choice of voting in advance over the Internet, by telephone or by using a traditional proxy card or voting instruction form. You may also vote during the annual meeting by following the instructions available on the meeting website during the meeting. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

The rules and procedures applicable to the 2026 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available at the 2026 Annual Meeting for shareholders of record at https://www.virtualshareholdermeeting.com/FTV2026. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit questions and receive technical support during the virtual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 9, 2026:

The Notice of Internet Availability, Notice of Annual Meeting, Proxy Statement and the Annual Report are available at: http://www.proxyvote.com.

By Order of the Board of Directors,

Daniel B. Kim Secretary April 29, 2026

Items of Business:

3 proposals as listed here

Date of Mailing:

The date of mailing of this Proxy Statement is on or about April 29, 2026.

Who Can Vote: Shareholders of Fortive's common stock at the close of business on April 13, 2026.

Virtual-Only Meeting: The 2026 Annual Meeting of Shareholders will be held in a virtual-only meeting format.

Where: www.virtualshareholder meeting.com/FTV2026

PROXY SUMMARY ......................................................

PROPOSAL 2: ADVISORY VOTE ON

About Fortive............................................................

EXECUTIVE COMPENSATION ................................

Proxy Voting Roadmap ............................................

Compensation Discussion and Analysis ....................

What Guides Our Program...........................................

PROPOSAL 1: ELECTION OF DIRECTORS.............

2025 Executive Compensation in Detail....................

Directors .........................................................................

Other Practices, Policies & Guidelines.......................

Overview of Director Nominees..............................

Compensation Committee Report..............................

Director Nominees ...................................................

Executive Compensation Tables ................................

Corporate Governance .................................................

Pay Ratio Disclosure.....................................................

Corporate Governance Overview...........................

Pay vs. Performance.....................................................

Corporate Governance Guidelines, Committee Charters and Code of Conduct 16

Board Leadership Structure 16

Board Oversight 17

Director Independence 22

Board of Directors and Committees of the Board. 23 Director Nomination Process 28

Shareholder Engagement 31

Sustainability 33

Our Commitment to Sustainability 33

Data Privacy 36

Sustainability Governance 37

Equity Compensation Plan Information.....................

PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .................................................

Audit Committee Matters ............................................

Audit Committee Report..............................................

ADDITIONAL INFORMATION..................................

Annual Meeting Participation................................. Outstanding Stock and Voting Rights................... Voting Requirements with Respect to Each of

100

101

102

the Proposals Described in this Proxy Statement 103

People Strategy 38

Culture 38

Career Development and Rewards Systems 38

Certain Relationships and Related Transactions 39

Director Compensation 40

Ownership of Our Stock .........................................

Other Matters ..........................................................

Shareholder Proposals for Next Year's

Annual Meeting .......................................................

APPENDIX A NON-GAAP FINANCIAL

106

108

MEASURES

.................................................................

A-1

Proxy Summary

About Fortive

Our Company

Fortive Corporation ("Fortive" or "Company") innovates essential technologies to keep our world safe and productive. Fortive's strategic segments - Intelligent Operating Solutions and Advanced Healthcare Solutions - include iconic inventor brands with leading positions in their markets. The company's businesses design, develop, manufacture, and market products, software, and services, building on leading brand names, innovative technologies, and strong market positions. Fortive is headquartered in Everett, Washington and employs a team of more than 10,000 research and development, manufacturing, sales, distribution, service, and administrative team members in approximately 50 countries around the world. With a culture rooted in continuous improvement, the core of our company's operating model is the Fortive Business System.

Ralliant Separation

On June 28, 2025, we completed the separation (the "Separation") of our former Precision Technologies segment (the "PT Segment") by distributing to our shareholders on a pro rata basis all of the issued and outstanding common stock of Ralliant Corporation ("Ralliant"), the entity incorporated to hold the businesses of the PT Segment. The requirements for reporting the Ralliant business as discontinued operations were met upon completion of the Separation. Unless otherwise indicated, all our financial results in this Proxy Statement refer to our results presented on a continuing operations basis.

Fortive Business System

Our teams across our operating companies are united by our culture of continuous improvement - characterized by the high expectations, inclusion, humility, and transparency embodied in the Fortive Business System ("FBS"). This cultural foundation is reinforced by the rigor of our disciplined operating cadence. FBS enables us to operate our businesses with a focus on relentless execution, powered by our mindset and a set of tools and best practices consistently applied across our portfolio. We are continually evolving FBS to accelerate and sustain progress in every aspect of our business and deliver on our "Fortive Accelerated" strategy of faster profitable growth, disciplined capital allocation and building and maintaining investor trust. In doing so, we have incorporated new technology enablers, like artificial intelligence and machine learning and are building new capabilities to drive accelerated innovation, greater commercial success and more recurring customer value. FBS is a critical component of how we achieve sustained success over time.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Fortive Accelerated

Following the Separation on June 28, 2025, we embarked on our journey as the new Fortive - guided by our Fortive Accelerated strategy to drive profitable organic growth, allocate capital with discipline, and build investor trust. Early results are encouraging: in the second half of 2025 we delivered accelerating growth and strong financial results, while investing in initiatives that support our multi-year financial framework. We also deployed capital strategically, including $1.3 billion for share repurchases in the second half of 2025. And in keeping with our commitment to investor trust, we are pleased to have exceeded expectations in our first two fiscal quarters as the new Fortive.

Fortive Accelerated Strategy

Faster Profitable Organic Growth

Disciplined Capital Allocation

Build and Maintain Investor Trust

Innovation Acceleration •

Commercial Acceleration •

Recurring Customer Value •

•

Invest in Organic Growth Smaller Bolt-on M&A Share Repurchases

Modest Growing Dividend

•

Clear Expectations and Consistent Delivery

Simplified Guidance and Disclosure

Do What We Say We Will Do

FY 2025 1H 2025 vs 2H 2025

GAAP EPS

Adj. Net EPS*

$1.59

Reported Revenue Growth

+0.3%

+3.5%

2.6%

Revenue $4.2B

Core Revenue

Growth*

0.7%

1H 2025

2H 2025

GAAP EPS

Growth

+30.0%

+S.2%

$2.71

Adj. Net EPS

Growth*

10.8% 13.7%

1H 2025 2H 2025

Operating Cash Flow Free Cash Flow*

$1.0B

$0.9B

FCF Conversion on Adj. Net Income*

90.2%

112.1%

1H 2025 2H 2025

(*) The results are presented on a continuing operations basis to reflect the Separation. Core revenue growth, adjusted net EPS, adjusted net EPS growth, free cash flow, and FCF conversion are non-GAAP financial measures. Core revenue growth and adjusted net EPS growth reflect corresponding comparison to the respective measure from the prior year. For the definition of these non-GAAP financial measures and the reconciliation to the corresponding GAAP measures, please refer to "Non-GAAP Financial Measures" in Appendix A.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Proxy Voting Roadmap

PROPOSAL 1: Election of Directors (page 7) >

Overview of Director Nominees

Our eight director nominees are comprised of current directors with a broad range of skills, background, and experience, which the Board of Directors ("Board") believes contributes to the effective oversight of the Company. Additional details on board membership criteria are set forth on page 28 under "Corporate Governance - Director Nomination Process."

Skills and Attributes

DANIEL

COMAS

SHARMISTHA

DUBEY

REJJI

HAYES

WRIGHT

LASSITER

KATE

MITCHELL

GREGORY

MOORE

JEANNINE

SARGENT

OLUMIDE

SOROYE

Global Experience

Senior Executive Leadership Experience

Relevant Industry Experience

Sustainability 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

The Board of Directors recommends that shareholders vote "FOR" the election of each of the Director Nominees to the Board.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

PROPOSAL 2: Advisory Vote on Executive Compensation (page 43) >

2025 Compensation Mix (At Target)1

Our 2025 executive compensation program aligned compensation with the creation of long-term value for our shareholders. As shown below, the significant majority of our 2025 executive compensation was performance-based (including compensation that was dependent on performance of our stock price).

91%

Performance-Based

CEO Target Pay Mix All Other NEO Target Pay Mix

12%

79%

59% Long-Term

20%

15%

70%

Long-Term

15%

53%

17%

85%

Performance-Based

(1) Compensation reflects target grant values and may differ from values disclosed in the Summary Compensation Table. Percentages are rounded to the nearest whole number. Additional information can be found in the "Compensation Discussion and Analysis" section of this Proxy Statement.

The Board of Directors recommends that shareholders vote "FOR" the approval on an advisory basis of Fortive's named executive officer compensation.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm (page 98) >

After careful consideration of the independence and performance of the Company's independent registered public accounting firm, the Audit Committee believes that the continued retention of Ernst & Young LLP to serve as the Company's independent registered public accounting firm is in the best interests of the Company and its shareholders. Consequently, the Audit Committee has appointed Ernst & Young LLP as the Company's independent registered public accounting firm for 2026.

The Board of Directors recommends that shareholders vote "FOR" the ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the year ending December 31, 2026.

PROPOSAL 1:

At the Annual Meeting, shareholders will be asked to elect Daniel L. Comas, Sharmistha Dubey, Rejji P. Hayes, Wright L. Lassiter III, Kate D. Mitchell, Gregory J. Moore, Jeannine Sargent, and Olumide Soroye (each of whom has been recommended by the Nominating and Governance Committee, has been nominated by the Board and currently serves as a director of Fortive) to serve a one-year term until the 2027 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified.

Eric Branderiz will not stand for re-election and will retire from our Board as of the 2026 Annual Meeting. Although, as of the date of this Proxy Statement, the number of directors is fixed at nine, the Board has adopted a resolution that, effective as of the retirement of Mr. Branderiz at the 2026 Annual Meeting, the size of the Board will be reduced to eight directors.

In the event a nominee declines or is unable to serve, the proxies may be voted at the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this would occur.

The Board of Directors recommends that shareholders vote "FOR" the election of each of the Director Nominees to the Board.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Directors

Overview of Director Nominees

Our eight director nominees are comprised of current directors with a broad range of skills, background, and experience, which the Board believes contributes to the effective oversight of the Company. Additional details on board membership criteria are set forth on page 28 under "Corporate Governance - Director Nomination Process."

Independence Tenure

88%

DIRECTORS

are independent

1-5 yrs

5+ yrs

average tenure

Industry Experience Operational and Risk Management Experience

100%

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Skills and Attributes

DANIEL COMAS

SHARMISTHA DUBEY

REJJI HAYES

WRIGHT LASSITER

KATE MITCHELL

GREGORY MOORE

JEANNINE SARGENT

OLUMIDE SOROYE

Global Experience

Senior Executive Leadership Experience

Relevant Industry Experience

Sustainability 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

2021

Comas

2022

Lassiter

2023

Branderiz

2025

Moore

Soroye

Board Refreshment

Indicates Experienced

MAJORITY

OF THE BOARD

appointed since 2021

Chair Refreshment

2025

Dubey

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Director Nominees

We have included information as of the date of this Proxy Statement relating to each nominee for election as director, including his or her age, the year in which he or she became a director, his or her principal occupation, any board memberships at other public companies (to the extent required under Item 401(e)(2) of Regulation S-K) currently ("Other Current US Listed Public Company Directorships") and during the past five years, and the other experience, qualifications, attributes or skills that led the Board to conclude that he or she should continue to serve as a director of Fortive. Please see "Corporate Governance - Director Nomination Process" for a further discussion of the Board's process for nominating Board candidates. In the event a nominee declines or is unable to serve, the proxies may be voted at the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this will occur.

Daniel L. Comas

Age: 62

Director Since: 2021

Committees:

Compensation

Other Current US Listed Public Company Directorships

Veralto Corporation

Independent

Director Qualifications

Deep expertise in finance, strategy, corporate development, capital allocation, accounting, human capital management, and risk management

Through his extensive leadership experience at Danaher, direct understanding of the principles of the Fortive Business System and our culture of continuous improvement

Background

Previously served as Executive Vice President of Danaher Corporation ("Danaher"), a global science and technology company, from April 2005 to December 2020, including as Chief Financial Officer through December 2018

Had 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 since 2021 and is an adjunct professor at Georgetown University since 2018

Currently serves as a director of Veralto Corporation, a water and product quality solutions company, since 2023

Holds a Bachelor's degree in Economics from Georgetown University and a Master's degree in Business Administration from Stanford University

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Sharmistha Dubey

Age: 55

Director Since: 2020

Committees:

None

Other Current US Listed Public Company Directorships

Match Group, Inc.

Independent

Director Qualifications

Extensive experience and leadership in operation, innovative product development, competitive strategy and marketing in the technology industry

Extensive significant experience in governance, data privacy, cybersecurity, human capital management, scaling of new technologies into new markets, financial reporting, and execution of portfolio and investment strategies

Background

Currently serves as the Chair of the Board of Fortive since 2025

Currently serves as an operating partner of Advent International LP, a global private equity firm, since 2022

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

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

Announced retirement from the board of Match Group, Inc. at Match Group, Inc.'s upcoming 2026 annual meeting.

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, since 2022

Holds an undergraduate degree in Engineering from the Indian Institute of Technology and a master's degree in Engineering from Ohio State University

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Rejji P. Hayes

Age: 51

Director Since: 2020

Committees:

Audit (Chair)

Other Current US Listed Public Company Directorships

None

Independent

Director Qualifications

Extensive experience in finance, strategy, capital markets, accounting, financial reporting, mergers & acquisitions, risk management, ESG, regulatory matters, cybersecurity, and corporate governance

Significant expertise in capital allocation

Deep expertise in the power and energy sector

Background

Currently serves as Executive Vice President and Chief Financial Officer of CMS Energy Corporation, a publicly-traded power and energy company, since 2017, overseeing the treasury, tax, investor relations, accounting, financial planning and analysis, internal audit services, supply chain, facilities, fleet, and mergers & acquisitions functions

Also serves as Chairman of NorthStar Clean Energy, a CMS Energy subsidiary, which develops, owns and operates independent power generation assets in service of large commercial and industrial companies across the U.S.

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

Wright Lassiter lll

Age: 62

Director Since: 2022

Committees:

Compensation

Other Current US Listed Public Company Directorships

Quest Diagnostics, Inc.

Independent

Director Qualifications

Extensive experience and leadership in healthcare services

Extensive experience in innovation, strategic planning, operation, and execution, corporate governance, ESG, human capital management, finance and community service

Background

Currently serves as CEO of Common Spirit Health, a private, integrated health system comprising more than 2,200 care sites in 24 states, since 2022

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

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, from 2014 to 2022

Serves as a director of Quest Diagnostics, a publicly-traded diagnostic information services company, since 2020

Previously served as the lead independent director of DT Midstream, a publicly-traded energy company, from 2021 to 2023

Had also served as a Director of the Federal Reserve Bank of Chicago from 2018 to 2021

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Kate D. Mitchell

Age: 67

Director Since: 2016

Committees:

Audit

Compensation (Chair)

Other Current US Listed Public Company Directorships

Ralliant Corporation

Independent

Director Qualifications

Over 40 years of extensive experience in the technology industry, with a focus on building and investing in high growth, innovative software companies solving business problems at scale

Expertise in digital transformation through technology cycles, including the current wave driven by artificial intelligence

Deep experience as a director, investor and senior executive in the areas of governance, finance, product development, business management, investment and acquisition strategy, cybersecurity, and executive compensation

Background

Currently serves as a founding partner of Scale Venture Partners, a Silicon Valley-based firm that invests in early-stage technology companies, since 1997

Previously served with Bank of America from 1988 to 1996, most recently as Senior Vice President for Bank of America Online Banking

Serves as a director, including as chair of the compensation committee, of Ralliant Corporation since 2025

Had served as director of SVB Financial Group from 2010 to 2024

Serves as Chairman and Founder of Venture Forward, a non-profit affiliate of the National Venture Capital Association (NVCA) where she also served as Chair and board member from 2007 to 2016

Serves as a member of the board, including as a member of the executive committee, of Silicon Valley Community Foundation and as a member of the investment committee of the San Francisco Museum of Modern Art

Holds a BA from Stanford University, an MBA from the Evening Program Golden Gate University, and has attended Executive programs at Harvard Business School (strategic marketing) and MIT CSAIL/Sloan (artificial intelligence)

Gregory J. Moore

Age: 61

Director Since: 2025

Committees:

Compensation

Nominating and Governance

Other Current US Listed Public Company Directorships

Davita, Inc.

Independent

Director Qualifications

Board certified in Diagnostic Radiology, Neuroradiology and Clinical informatics

Substantial experience both in the medical field as a practitioner and as a technology executive experienced in digital health and AI

Background

Serves as a senior advisor to Gates Ventures, a venture capital firm focused on health and global development

Previously served as the Corporate Vice President of Microsoft Health & Life Sciences at Microsoft Corporation, from 2019 to 2023

Had also served as the Vice President and Founder of Google Cloud Healthcare & Life Sciences at Google Inc., a multinational technology company that specializes in Internet-related products and services, from 2016 to 2019

Had also served as the Chief Emerging Technology and Informatics Officer at Geisinger Health System, a regional healthcare provider

Serves as an Associate Fellow at Stanford University's Center for Artificial Intelligence in Medicine and Imaging

Currently serves as a director of Davita, Inc., a health care provider, since 2021

Previously served as a director of Olink Holding AB and Hill-Rom Holdings, Inc.

Holds a PhD in Radiological Sciences from Massachusetts Institute of Technology, and MD from Wayne State University School of Medicine

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Director Qualifications

Jeannine Sargent

Age: 62

Director Since: 2019

Committees:

Audit

Nominating and Governance (Chair)

Background

Other Current US Listed Public Company Directorships

Synopsys, Inc.

Independent

Over 30 years of experience encompassing leadership, operations, marketing, and engineering roles with a wide mix of high technology hardware and software companies across multiple industries

Significant experience in development and global commercialization and scaling of disruptive technologies with varied business and go-to-market models, execution of investment and acquisition strategies, corporate governance, cybersecurity, and executive compensation

Previously served as president of Energy and as president of Innovation and New Ventures at Flex, a leader in global design and manufacturing, from 2012 to 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 an Operating Partner at G2 Venture Partners since 2024 focused on transformational technology in industrial and energy sectors, and a Venture Partner and Senior Advisor at Breakthrough Energy Ventures since 2019 focused on energy innovations to transform the economy

Previously served as a Senior Advisor to Generation Investment Management, LLC from 2017 to 2026, a pioneer in sustainable investing

Serves as a director of Synopsys, Inc., an electronic design automation company, since 2020

Serves as a Trustee of Northeastern University since 2017, a leader in interdisciplinary research and co-operative education

Previously served as a director of Cypress Semiconductor Corp., Proterra, Inc. and Queens' Gambit Growth Capital

Olumide O. Soroye

Age: 53

Director Since: 2025

Committees:

None

Other Current US Listed Public Company Directorships

Verisk Analytics

Director Qualifications

Extensive experience in senior leadership positions, including as a CEO and President of both segments of Fortive

Through his various senior leadership positions at Fortive, CoreLogic, Inc. and McKinsey & Company, broad strategic, operating and functional experience with, and deep knowledge of, growth innovation, technology, strategy, capital allocation, acquisitions, marketing, and purpose driven leadership

Background

Currently serves as the Chief Executive Officer and President of Fortive since June 2025

Previously served as CEO and President of Fortive's IOS segment from January 2021 to June 2025 and Fortive's AHS segment from January 2025 to June 2025

Prior to joining Fortive, served as Managing Director of the PIRM segment of CoreLogic, Inc. an analytics and software company, from 2013 to 2021 when CoreLogic was a publicly traded company

Serves as a director of Verisk Analytics, a provider of data analytics and technology for the insurance industry, since 2022

Holds an MBA from Harvard Business School and JD from Loyola Law School

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Corporate Governance

Corporate Governance Overview

Governance Highlights

Board Composition

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

of the Board, as further detailed in our Bylaws

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

Board Structure

Board Oversight of Strategy and Risk

We provide detailed review and oversight of the development and execution of our strategy at every Board meeting, organized

Build and Maintain Investor Trust.

We have formalized and documented in the Compensation Committee Charter oversight of our human capital management by the

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 sustainability 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

and annual review by the full Board

Other Governance Policies and Practices

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 rigorous stock ownership requirements for directors and executive officers

We have implemented a robust annual shareholder engagement program

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Corporate Governance Guidelines, Committee Charters and Code of Conduct

As part of its ongoing commitment to good corporate governance, our Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines and adopted written charters for each of its committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The Board of Directors has also adopted our Code of Conduct that includes, among other things, a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, and Code of Conduct referenced above are each available in the "Investors - Corporate Governance" section of our website at http://www.fortive.com.

Board Leadership Structure

The Board has separated the positions of Chair and CEO because it believes that the separation of the positions best enables the Board to ensure that our businesses, risks, opportunities and affairs are managed effectively and in the best interests of our shareholders.

The entire Board selects its Chair, and our Board has selected Sharmistha Dubey, an independent director, as its Chair, in light of Ms. Dubey's independence and her deep experience and knowledge with CEO leadership, strategy, corporate governance, public board management, risk management, and Fortive's various businesses and industries.

As the independent Chair of the Board, Ms. Dubey leads the activities of the Board, including:

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 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.

In the event that the Chair of the Board is not an independent director, the Corporate Governance Guidelines provide that the independent directors, upon recommendation from the Nominating and Governance Committee, will select by majority vote an independent director to serve as the Lead Independent Director with the authority to:

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.

The Board's non-management directors meet in executive session following the Board's regularly scheduled meetings, with the executive sessions chaired by the independent Chair. In addition, the independent directors meet as a group in executive session at least once a year.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Board Oversight

The Board's role in strategy and risk oversight of the Company is consistent with the Company's leadership structure, with management having day-to-day responsibility for developing and executing the Company's strategy and assessing and managing the Company's risk exposure and with the Board and its committees conducting in-depth review of the Company's strategy and the Company's risk assessment and management.

Strategy Oversight

At every Board meeting, the Board conducts a detailed review of the development and execution of our Fortive Accelerated Strategy, which is centered around the goals of Faster Profitable Organic Growth, Disciplined Capital Allocation, and Build and Maintain Investor Trust. This review includes business and operational updates for the Company and each segment, presented by executive officers and senior business leaders. In addition, the Board holds an annual full-day working session with executive officers and senior leaders to review and align on the Company's goals and priorities. At the enterprise level, these sessions cover capital allocation, financial performance, investor relations, and Fortive Business System strategies. At the segment level, they cover growth and innovation, new product development, human capital management, technology and artificial intelligence, and financial goals. During these sessions, the Board engages with our executive leadership team, senior business leaders, and outside advisers on business objectives, the competitive landscape, and economic and market trends.

Faster Profitable Organic Growth

Board of Directors

All Directors

Disciplined Capital Allocation

Board of Directors Audit Committee

All Directors

Build and Maintain Investor Trust

Board of Directors Audit Committee

All Directors

Strategy Spotlight

STRATEGY CATEGORY BOARD OVERSIGHT RESPONSIBILITY DIRECTOR EXPERTISE

Faster Profitable Organic Growth

At each Board meeting, the Board oversees the Company's performance and execution against its strategic goal of achieving faster profitable organic growth. Management provides updates on each operating segment's performance against strategic targets across several areas, including: innovation, including product development and adoption of artificial intelligence; commercial execution, including global commercial expansion; and delivery of recurring and critical value to our customers. In each of these areas, the Board reviews with management how the application and evolution of the Fortive Business System contribute to achievement of our strategic growth targets.

Disciplined Capital Allocation

The full Board and our Audit Committee oversee the Company's capital allocation strategy, including how we deploy our capital, manage our balance sheet, and deliver performance against strategic and financial goals. To this end, our SVP -Chief Financial Officer reviews with the full Board and Audit Committee the allocation of capital across organic investments, acquisitions, share repurchases, and cash dividends, with details on their respective performance and returns. Our Chief Financial Officer also reviews the Company's capitalization and leverage position with the board regularly.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Build and Maintain Investor Trust

The full Board and our Audit Committee oversee the Company's investor relations strategy, including how we build credibility with our investors through setting clear expectations and executing consistently. Our Chief Financial Officer and our VP - Investor Relations review with the full Board and Audit Committee our public disclosure strategies, including how we communicate with clarity and credibility to our investors. Our Chief Financial Officer also reviews in detail with the full Board and Audit Committee investor feedback, ownership dynamics among our shareholder base as well as financial performance relative to peer companies and relevant benchmarks.

Risk Oversight

The Board oversees the Company's risk management processes directly and through each of its committees. In general, the Board oversees the management of risks inherent in the operation of the Company's businesses on a consolidated basis, by each operating segment and by key corporate functions. In addition, the enterprise risk oversight includes review of the risks and opportunities related to the implementation by the Company of its strategic plan, its capital allocation program, its capital structure and liquidity and its organizational structure. Furthermore, through the Audit Committee, the Board oversees the Company's enterprise risk management process and policies. At least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews in depth with senior leaders of the Company the Company's enterprise risk management, with particular focus on the enterprise risks and opportunities with the greatest impact and highest probability. In addition, the chairs of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee review with each other and with the rest of the Board during executive sessions of Board meetings as appropriate updates to the Company's enterprise risk management discussed during the corresponding committee meetings. Furthermore, at least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews with the VP - Corporate Secretary our insurance policies, including our D&O insurance policy, general liability policy, and our information security risk insurance policy.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Committees' Role in Risk Oversight

Audit 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.

Nominating and Governance Committee

The Nominating and Governance Committee oversees risks associated with corporate governance, board management, CEO succession planning, conflict of interest, political contribution, climate-related goals and strategies, and Sustainability reporting.

Risk Oversight by the Committees

Compensation 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, and company culture.

Each committee reports to the full Board on a regular basis, including as appropriate with respect to the committee's risk oversight activities.

Internal Risk Committee

The Company's Risk Committee (consisting of members of senior management) inventories, assesses, and prioritizes the most significant risks facing the Company as well as related mitigation efforts, and, on at least an annual basis, provides a report to the Board and provides a report of the process to the Audit Committee.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Risk Spotlight

RISK CATEGORY BOARD OVERSIGHT RESPONSIBILITY DIRECTOR EXPERTISE

Cybersecurity and Product Security

Board of Directors Audit Committee

Sharmistha Dubey Rejji Hayes

Kate Mitchell Gregory Moore Jeannine Sargent

Artificial Intelligence Governance

Board of Directors

Eric Branderiz* Sharmistha Dubey Kate Mitchell Gregory Moore Jeannine Sargent Olumide Soroye

Human Capital Management

Board of Directors Compensation Committee

All Directors

Sustainability Reporting and Climate-Related Risk

Board of Directors

Nominating and Governance Committee

Eric Branderiz* Rejji Hayes Jeannine Sargent

CEO Succession Planning

Board of Directors

Nominating and Governance Committee

All Directors

* Mr. Branderiz will retire from the Board at the 2026 Annual Meeting.

Cybersecurity and Product Security

The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to the Company's cybersecurity risk management and risk controls. Our Chief Information Officer and our Chief Information Security Officer report to the Audit Committee and to the Board regarding cybersecurity threat, risks, and other cybersecurity related matters. Our Chief Information Officer and our Chief Information Security Officer are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, cybersecurity risk management and strategy processes, including the operation of our incident response plan and oversight of the IT function. In addition, our Chief Information Officer and our Chief Information Security Officer review with the Audit Committee the results of certain cybersecurity-related assessments including, the annual risk assessment and penetration test performed by an independent third party. The incident response and escalation procedures are tested through our annual tabletop exercises with senior management and our quarterly tabletop exercises with the IT operations teams. The Company's security framework is based on the National Institute of Security and Technology (NIST) Frameworks, Generally Accepted Privacy Program (GAPP) guiding principles, and ISO 27001/2 standards.

Artificial Intelligence Governance

The full Board oversees the Company's use of artificial intelligence, including how artificial intelligence ("AI") is integrated into our products and operations. At least annually, the Board reviews the impact, development, utilization, and governance of artificial intelligence, including compliance with the Company's AI ethics and governance policies.

Human Capital Management

The Board has delegated to the Compensation Committee the responsibility of exercising oversight of the Company's human capital and compensation risks, including oversight of risks related to overall compensation, retention and company culture. Our SVP - Chief People Officer provides regular reports on compensation and other human capital management risks, trends, best practices, strategies and disclosure to the Compensation Committee. While the Board has delegated these responsibilities to the Compensation Committee, the Board remains actively involved and receives additional reports throughout the year on employee engagement, inclusion, talent development, company culture and alignment of human capital strategies and risks with the Company's overall growth, innovation, and operational strategies.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Sustainability Reporting and Climate-Related Risk

The Board has delegated to the Nominating and Governance Committee the responsibility of exercising oversight with respect to the reporting of our Sustainability disclosure as well as oversight of our climate-related risk management and performance. Consistent with such delegation, our SVP - Chief Legal Officer provides frequent reports and updates to the Nominating and Governance Committee, and a report to the Board on an annual basis, regarding the Company's Sustainability program, including the corresponding climate-related risks and opportunities, sustainability goals, progress, shareholder engagement and disclosure. See "Sustainability" for further discussion on governance structure of our Sustainability program.

CEO Succession Planning

The entire Board oversees the recruitment, development, retention, and succession planning of our executive officer positions, with the responsibilities of oversight of CEO succession planning delegated to the Nominating and Governance Committee, and the responsibilities of ensuring appropriate compensation strategies and programs to align with the retention and recruitment delegated to the Compensation Committee. Our SVP - Chief People Officer provides regular reports on the CEO succession planning process and strategies to the Nominating and Governance Committee and on compensation strategies and programs to assist in retention and recruitment of future leaders to the Compensation Committee. The SVP - Chief People Officer also provides additional reports throughout the year to the full Board on short-term and long-term readiness of potential successors, outside recruitment to populate the succession funnel as necessary, and development plans of future leaders. In addition to the formal activities noted below, the Board and its committee members engage and assess our executive officers and high-potential employees during management presentations, our annual multi-day leadership conference, our annual strategy sessions for the Board, regular visits to our operating companies, and periodic informal meetings and communications.

As a result of this rigorous, thoughtful, and well-designed approach to succession planning, on June 27, 2025, the Board appointed Olumide Soroye as CEO and President of Fortive, consistent with long-term planning and advance notice to the investors, upon the completion of the separation of Ralliant into a new, publicly-traded company.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

89%

Independent

Director Independence

At least a majority of the Board must qualify as independent within the meaning of the listing standards of the NYSE. The Board has affirmatively determined that eight out of our nine current directors, including Mses. Sharmistha Dubey, Kate D. Mitchell, and Jeannine Sargent and Messrs. Eric Branderiz, Daniel L. Comas, Rejji P. Hayes, Wright Lassiter III, and Gregory J. Moore, are independent within the meaning of the listing standards of the NYSE. The Board also previously determined that Alan Spoon, who served on the Board until the 2025 Annual Meeting of Shareholders, was independent within the meaning of the listing standards of the NYSE.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Board of Directors and Committees of the Board

Director Attendance

In 2025, the Board met five times and acted by unanimous written consent two times. All directors attended at least 75% of the aggregate of the total number of meetings of the Board and of all committees of the Board on which they served during 2025. As a general matter, directors are expected to attend annual meetings of shareholders. Each of our current directors who were serving on the Board at the time attended our virtual 2025 Annual Meeting of Shareholders.

Committee Membership

The membership of each of the Audit, Compensation, Nominating and Governance, and Finance Committees as of the date of this Proxy Statement is set forth below.

NAME OF DIRECTOR

AUDIT

COMPENSATION

NOMINATING AND

GOVERNANCE

Eric Branderiz*

Member

Daniel L. Comas

Member

Sharmistha Dubey

Rejji P. Hayes

Chair

Wright Lassiter III

Member

Kate D. Mitchell

Member

Chair

Gregory J. Moore, M.D., Ph.D.

Member

Jeannine Sargent

Member

Chair

Olumide Soroye

*Mr. Branderiz will retire from the Board at the 2026 Annual Meeting.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Audit Committee

Meetings in 2025:

Rejji P. Hayes ((CChhaaiirr))

Eric Branderiz

Kate D. Mitchell

Jeannine Sargent

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.

As of the date of this Proxy Statement, no Audit Committee member serves on the audit committee of more than three public companies.

The Audit Committee typically meets in executive session, without the presence of management, at regularly scheduled meetings, and reports to the Board on its actions and recommendations at regularly scheduled Board meetings.

The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of Fortive's financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of Fortive's system of internal control over financial reporting. Fortive's independent auditor, Ernst & Young LLP, is responsible for performing independent audits of Fortive's financial statements and internal control over financial reporting and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Compensation Committee

Meetings in 2025:

Kate D. Mitchell ((CChhaaiirr))

Daniel L. Comas

Wright Lassiter III

Gregory J. Moore

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 clawback 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, 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.

Each member of the Compensation Committee is:

Independent under NYSE listing standards and under Rule 10C-1 under the Exchange Act.

The Chair of the Compensation Committee works with our SVP-Chief People Officer, VP-Total Rewards, and our VP-Corporate Secretary to schedule the Compensation Committee's meetings and set the agenda for each meeting. Our SVP-Chief People Officer, VP-Total Rewards, SVP-Chief Legal Officer, and VP-Corporate Secretary generally attend, and from time-to-time our CEO and CFO attend, the Compensation Committee meetings and support the Compensation Committee in preparing meeting materials and taking meeting minutes. In particular, our CEO provides background regarding the interrelationship between our business objectives and executive compensation matters and advises on the alignment of incentive plan performance measures with our overall strategy; participates in the Compensation Committee's discussions regarding the performance and compensation of the other executive officers; and provides recommendations to the Compensation Committee regarding all significant elements of compensation paid to such other executive officers, their annual strategic performance objectives and his evaluation of their performance. The Compensation Committee typically meets in executive session, without the presence of management, at each regularly scheduled meeting, and reports to the Board on its actions and recommendation at regularly scheduled Board meetings.

Proxy Summary

Election of Directors

Executive Compensation

Ratification of Accounting Firm

Additional Information

Under the terms of its charter, the Compensation Committee has the authority to engage the services of outside advisors and experts to assist the Compensation Committee. Following the assessment and determination of Pearl Meyer & Partners, LLC's ("Pearl Meyer") independence from Fortive's management, the Compensation Committee engaged Pearl Meyer as the Compensation Committee's independent compensation consultant for 2025. The Compensation Committee had the sole discretion and authority to select, retain and terminate Pearl Meyer as well as to approve any fees, terms and other conditions of its services. Pearl Meyer reported directly to the Compensation Committee and took its direction solely from the Compensation Committee. Pearl Meyer's primary responsibilities in 2025 were to provide advice and data in connection with the selection of Fortive's peer group for assessing executive compensation, the structuring of the executive compensation programs in 2025 and 2026, the compensation levels for our executive officers, including in connection with the separation of the Precision Technologies segment and CEO transition, and the compensation levels for our directors; assess our executive compensation program in the context of market practices and corporate governance best practices; and advise the Compensation Committee regarding our proposed executive compensation public disclosures. In the course of discharging its responsibilities, the Compensation Committee's independent compensation consultant may, from time to time and with the Compensation Committee's consent, request from management certain information regarding compensation amounts and practices, the interrelationship between our business objectives and executive compensation matters, the nature of our executive officer responsibilities and other business information. Pearl Meyer did not provide any services to Fortive or its management in 2025, and the Compensation Committee is not aware of any work performed by Pearl Meyer that raises any conflicts of interest.

Compensation Committee Interlocks and Insider Participation

During 2025, none of the members of the Compensation Committee was an officer or employee of Fortive. No executive officer of Fortive served on the compensation committee (or other board committee performing equivalent functions) or on the board of directors of any entity having an executive officer who served on the Compensation Committee.

Disclaimer

Fortive Corporation published this content on April 29, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 29, 2026 at 12:31 UTC.