DEF 14A of Fortive Corp, Apr 21, 2025

DEF 14A of Fortive Corp

Filed Apr 21, 2025 · FY20240000950170-25-056329

Open on EDGAR

  1. Overview of Director Nominees

    Overview of Director Nominees Our nine 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.”

  2. Overview of Director Nominees

    | | Eric Branderiz | Daniel Comas | Sharmistha Dubey | Rejji Hayes | Wright Lassiter | James Lico | Kate Mitchell | Gregory Moore | Jeannine Sargent | | | | | | | | | | | | | Skills and Attributes | | | | | | | | | | | 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 | | | | | | | | | | | Indicates Experienced Indicates Expertise | | | | | | | | | |

  3. Overview of Director Nominees

    PROPOSAL 2: Advisory Vote on Executive Compensation (page 42) >

  4. 2024 Compensation Mix (At Target)1

    2024 Compensation Mix (At Target)1 Our 2024 executive compensation program aligned compensation with the creation of long-term value for our shareholders. As shown below, the significant majority of our 2024 executive compensation was performance-based (including compensation that was dependent on performance of our stock price). (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. PROPOSAL 3: approval of the amendment and restatement of the 2016 Stock Incentive Plan to extend the term of the plan (page 85) > The Board is seeking shareholder approval of the Amended and Restated Fortive Corporation 2016 Stock Incentive Plan (the “Restated Plan”) to extend the term of the plan. Fortive currently maintains the Fortive Corporation 2016 Stock Incentive Plan, as amended and restated (the “2016 Plan”), which our shareholders approved at the 2018 Annual Meeting of Shareholders. The 2016 Plan allows Fortive to issue equity awards to individuals that it wishes to recruit or retain as employees, directors, or consultants. Pursuant to its terms, the 2016 Plan is set to expire on July 2, 2026. The 2016 Plan is Fortive’s only equity compensation plan. In February 24, 2025, upon the recommendation of the Compensation Committee, the Board of Directors approved and adopted the Restated Plan, subject to shareholder approval at the Annual Meeting, to renew the term of the 2016 Plan for ten years until February 24, 2035. The Restated Plan does not change any material provision of the plan except the plan term, nor does it increase the aggregate number of shares of our common stock which may be issued or used for awards granted under the 2016 Plan. As of April 7, 2025, 10,345,515 shares of our common stock, par value $0.01 per share, were available to be issued or used for awards granted under the 2016 Plan, and the closing price of a share of our common stock on the NYSE was $64.65. A summary of the material terms of the Restated Plan, which are substantially similar to the current 2016 Plan, is set forth below and is qualified in its entirety by the full text of the Restated Plan, a copy of which is attached to this proxy statement as Appendix B. The Restated Plan will become effective as of the date of the Annual Meeting if approved by the shareholders, and will not become effective if shareholder approval is not received. The Board believes that it is in the best interest of Fortive and its shareholders to approve this proposal so that Fortive can continue to use the Restated Plan to grant equity compensation to attract, retain and reward employees, directors, and consultants and closely align their interests with those of Fortive’s shareholders. If the shareholders do not approve this proposal, the Restated Plan will not become effective, Fortive’s ability to grant equity awards will be limited in the coming years as the 2016 Plan is currently scheduled to expire in 2026, and the Board will have to re-evaluate whether to propose alternatives, or alternative amendments, to the 2016 Plan or consider alternative means of incentivizing and compensating employees, directors, and consultants, such as through significant increases in other forms of compensation. PROPOSAL 4: Ratification of Independent Registered Public Accounting Firm (page 93) > 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 2025. PROPOSAL 5: shareholder proposal regarding special shareholder meetings (page 96) > The Board of Directors recommends that shareholders vote “AGAINST” the shareholder proposal for the following reasons: • Shareholders currently have a meaningful right to call a special meeting that balances the interests of our investors against potential abuse by shareholders with narrow, short-term interests; • The existing 25% special meeting ownership threshold is aligned with those of our peers and of S&P 500 companies; • The Company is committed to strong shareholder engagement, and provides several avenues for shareholders to meaningfully engage in Company affairs; and • The Company has robust corporate governance policies and practices in place that protect shareholder rights. PROPOSAL 1: Election of Directors At the Annual Meeting, shareholders will be asked to elect Eric Branderiz, Daniel L. Comas, Sharmistha Dubey, Rejji P. Hayes, Wright L. Lassiter III, James A. Lico, Kate D. Mitchell, Gregory J. Moore, and Jeannine Sargent (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 2026 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified. Alan Spoon will not stand for re-election and will retire from our Board as of the 2025 Annual Meeting. Although as of the date of this Proxy Statement the number of directors is fixed at ten, the Board has adopted a resolution that, effective as of the retirement of Mr. Spoon at the 2025 Annual Meeting, the size of the Board will be reduced to nine 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. Directors

  5. Overview of Director Nominees

    Overview of Director Nominees Our nine 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.”

  6. Overview of Director Nominees

    | | Eric Branderiz | Daniel Comas | Sharmistha Dubey | Rejji Hayes | Wright Lassiter | James Lico | Kate Mitchell | Gregory Moore | Jeannine Sargent | | | | | | | | | | | | | Skills and Attributes | | | | | | | | | | | 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 | | | | | | | | | | | Indicates Experienced Indicates Expertise | | | | | | | | | |

  7. Director Compensation Policy

    Director Compensation Policy The Compensation Committee reviews our non-employee director compensation policy annually and proposes changes to the Board, as appropriate. In reviewing the non-employee director compensation policy in 2024, the Compensation Committee worked with Pearl Meyer to assess the competitiveness of our non-employee director compensation policy based on benchmark information from peer companies and relevant compensation surveys. Based on its review, the Compensation Committee proposed the following non-employee director compensation policy, which recommendation the Board adopted. Each of our non-management directors receives the following compensation: • An annual retainer of $105,000, payable in cash or in RSUs pursuant to an election made the prior year under the Non-Employee Director’s Deferred Compensation Plan described below (the “Election”). • An annual equity award with a target award value of $200,000, with 75% allocated to RSUs and 25% allocated to options. The options will be fully vested as of the grant date. The RSUs will vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of our shareholders following the grant date. • Reimbursement for out-of-pocket expenses, including travel expenses, related to the director’s service on the Board, including up to $10,000 per year for out-of-pocket expenses incurred in connection with continuing director education under our director education policy. In addition, the Board chair receives an annual retainer of $92,500, payable in cash or in RSUs pursuant to the Election, and an annual equity award with a target value of $92,500 (with 75% allocated to RSUs and 25% allocated to options ), the chair of the Audit Committee receives an annual retainer of $25,000, each of the non-chair members of the Audit Committee receives an annual retainer of $15,000, the chair of the Compensation Committee receives an annual retainer of $20,000, each of the non-chair members of the Compensation Committee receives an annual retainer of $10,000, the chair of the Nominating and Governance Committee receives an annual cash retainer of $20,000, each of the non-chair members of the Nominating and Governance Committee receives an annual retainer of $10,000, the chair of the Finance Committee receives an annual retainer of $10,000, and each of the non-chair members of the Finance Committee receives an annual retainer of $10,000, in each case, payable pursuant to the Election. Pursuant to the Non-Employee Director’s Deferred Compensation Plan, each director may make an election during the prior year to receive the director’s annual retainer, including the base annual retainer payable to all directors, additional annual retainer payable to the Board chair, and the additional annual retainer payable to the committee chairs and members, in: • cash payable in four equal installments following each quarter of service; • RSUs with a target value equal to the annual retainer and granted concurrently with the annual equity award that will: • vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of our shareholders following the grant date; • not be settled in shares until the earlier of the director’s death or, based on the election made by the director, the first day of the seventh month, first year, third year, or fifth year following the director’s retirement from the Board; or • a combination of cash and RSUs as allocated in increments of 1% of the total annual retainer.

  8. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid to the non-management directors for the year ended December 31, 2024. Mr. Lico is a member of the Board but does not receive any additional compensation for services provided as a director and, therefore, is not included in the table below.

  9. Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1)(2) | OPTION AWARDS(1)(2) | TOTAL | | Eric Branderiz(3) | – | $268,456 | $57,412 | $325,868 | | Daniel L. Comas | $125,000 | $143,712 | $57,412 | $326,123 | | Sharmistha Dubey(3) | – | $263,714 | $57,412 | $321,126 | | Rejji P. Hayes(3) | $5,000 | $268,456 | $57,412 | $330,868 | | Wright Lassiter III(3) | – | $254,231 | $57,412 | $311,642 | | Kate D. Mitchell(3) | $75,000 | $215,567 | $57,412 | $347,979 | | Jeannine Sargent | $140,000 | $143,712 | $57,412 | $341,123 | | Alan G. Spoon(3) | $54,375 | $419,098 | $84,242 | $557,715 |

  10. Director Compensation Table

    (1) The amounts reflected in these columns represent the aggregate grant date fair value of the applicable award computed in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”). With respect to stock awards, the grant date fair value under ASC 718 is calculated based on the number of shares of our common stock underlying the award, multiplied by the closing price of a share of our common stock on the date of grant. With respect to stock options, the grant date fair value under ASC 718 is calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures) for the grants made in June 2024: an 8 year option life, a risk-free interest rate of 4.41%; a stock price volatility rate of 26.54%; and a dividend yield of 0.44% per share. (2) The table below sets forth as to each non-management director the aggregate number of unvested RSUs and aggregate number of stock options outstanding as of December 31, 2024. All of the stock options set forth in the table below are fully vested. The RSUs set forth in the table below vest in accordance with the terms described above.

  11. Director Compensation Table

    | NAME | AGGREGATE NUMBER OF FORTIVE STOCK OPTIONS HELD AS OF DECEMBER 31, 2024 | AGGREGATE NUMBER OF UNVESTED FORTIVE RSUs HELD AS OF DECEMBER 31, 2024 | | Eric Branderiz | 6,380 | 3,680 | | Daniel L. Comas | 9,830 | 1,970 | | Sharmistha Dubey | 17,210 | 3,615 | | Rejji P. Hayes | 6,200 | 3,680 | | Wright Lassiter III | 10,730 | 3,485 | | Kate D. Mitchell | 36,681 | 2,955 | | Jeannine Sargent | 13,729 | 1,970 | | Alan G. Spoon | 56,344 | 5,745 |

  12. Director Compensation Table

    Pursuant to the Non-Employee Director’s Deferred Compensation Plan, each of the directors was entitled to defer up to 100% of the annual retainer into RSUs with a target value equal to the amount of the annual retainer deferred. For compensation payable in 2024, each of Ms. Dubey and Messrs. Branderiz, Hayes, Lassiter, and Spoon elected to defer 100%, and Ms. Mitchell elected to defer 50%, of the annual retainer into RSUs with target value equal to the amount deferred and vesting on the anniversary of the grant date. Since RSUs granted in 2024 for the annual retainer deferred are accounted for under FASB ASC Topic 718, they are reported under the “Stock Awards” column in the table above. PROPOSAL 2: Advisory Vote on Executive Compensation In accordance with Section 14A of the Exchange Act, we are asking our shareholders to vote at the Annual Meeting to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement (the “say-on-pay vote”). As discussed in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain talented, high-performing leaders by delivering a total pay opportunity that is competitive in the market; place a strong emphasis on long-term, equity-based compensation to align interests of our executive officers and our shareholders; incentivize performance that leads to achievement of our business objectives in both the short-term and long-term; and reward both short-term and long-term performance aligned with our culture of high expectations. Our executive compensation program is structured within a strong framework of compensation governance with a bias toward compensation that is dependent on long-term company performance and with compensation that is balanced to mitigate risks appropriately. We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. Accordingly, we are asking our shareholders to vote on an advisory basis “FOR” the following non-binding resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.” The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to all compensation relating to the Company’s named executive officers, as described in this Proxy Statement. The vote is advisory and is not binding on the Company, the Board, or the Compensation Committee and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board, or the Compensation Committee. However, the Board and Compensation Committee value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding the Company’s executive officers. Compensation Discussion and Analysis Table of Contents

  13. Director Compensation Table

    | Compensation Discussion And Analysis | 44 | | Executive Summary | 44 | | Pay For Performance | 45 | | Overview of Fortive | 46 | | Looking Ahead to 2025 | 47 | | 2024 Say-on-Pay Advisory Vote and Shareholder Engagement | 47 | | Compensation Best Practices | 48 | | What Guides Our Program | 49 | | Our Compensation Philosophy | 49 | | How We Stay Competitive | 51 | | How We Measure Performance | 53 | | 2024 Executive Compensation in Detail | 55 | | Base Salaries | 55 | | Annual Incentive Compensation | 55 | | Long Term Incentive Compensation | 61 | | Other Practices, Policies & Guidelines | 66 | | Timing of Option Awards in Relation to the Disclosure of Material Nonpublic Information | 66 | | Stock Ownership Requirements | 66 | | Compensation Clawback Policy and Plan Terms | 67 | | Insider Trading Policy | 67 | | Pledging Policy | 67 | | Hedging Policy | 67 | | General Benefits | 67 | | Perquisites | 68 | | Severance Benefits | 68 | | Regulatory Considerations | 70 | | Risk Considerations | 70 |

  14. Director Compensation Table

    This Compensation Discussion and Analysis (“CD&A”) explains our executive compensation program for our Named Executive Officers (“NEOs”) and the Compensation Committee’s process and rationale for making pay decisions for 2024.

  15. Our Compensation Philosophy

    | Principle | Description | How We Accomplish | | Attract, Recruit & Retain | • Recruit, retain, and motivate talented, high-performing leaders by delivering a total pay opportunity that is competitive in the market. | • Design our executives’ pay packages considering our Compensation Peer Group pay practices, performance, succession planning, complexity, and relative importance of role. | | Align with Shareholders | • Place a strong emphasis on long-term, equity-based compensation to align interests of our executive officers and our shareholders. | • Deliver 78% and 72% of total direct compensation to the CEO and average other NEOs, respectively, in the form of equity-based compensation (Options, PSUs, RSUs) where intrinsic value is tied to the delivery of long-term value to our shareholders. • In addition, PSUs provide alignment and accountability to achievement of our long-term strategic and financial priorities. | | Align with Business Strategy | • Incentivize performance that leads to achievement of our business objectives in both the short-term and long-term. | • Set substantive financial performance goals with targets at or above midpoint guidance provided to external investors, reflecting our strategy at the beginning of performance cycles and hold executives accountable for achieving those targets. • Consider individual performance in achievement against strategic goals to balance focus on business operations with business financial performance. | | Align with Performance | • Reward both short-term and long-term performance aligned with our culture of high expectations. | • 92% of CEO target total direct compensation is performance-based; 78% of target compensation is based on long-term performance and 14% on short-term performance. • 88% of average other NEOs target total direct compensation is performance-based; 72% of target compensation is based on long-term and 16% on short-term performance. |

  16. Compensation Elements and Objectives

    Compensation Elements and Objectives While fixed compensation is important to provide a stable source of income, the Compensation Committee believes executive compensation should primarily be performance-based, emphasizing long-term incentive compensation in the form of equity awards aligned with our shareholders’ interests. The following table sets forth the three primary elements of our compensation program:

  17. Compensation Elements and Objectives

    | ELEMENT | FORM | COMPENSATION PERIOD | PERFORMANCE MEASURES | PRIMARY OBJECTIVES | | Base Salary | Cash | 1-year Paid regularly | N/A | • Attract and retain executive talent. • Recognize day-to-day role and scope of responsibility and impact. • Provide stable source of income. | | Annual Incentive Compensation | Cash | 1-year Annual performance, paid once | • Adj. EPS • Free Cash Flow • Core Revenue Growth • Strategic Objectives | • Align compensation with business strategy. • Reward annual performance on key strategic, financial, and operational measures. • Motivate and reward high performance. | | Long-Term Incentive | PSUs | 4-years 3-year performance, with an additional 1-year holding period | • Relative TSR vs. S&P 500 • Core Revenue Growth | • Align the interests of our executives with the delivery of long-term value to shareholders. • Retain executive talent through an extended vesting period. • Incentivize strong relative TSR and absolute Core Revenue Growth. | | | RSUs | 4-years 50% vesting in years 3 and 4 | • Adj. EBITDA Margin for incremental RSUs | | | | Stock Options | 4-years 50% vesting in years 3 and 4 | • Stock Price | |

  18. How We Stay Competitive

    How We Stay Competitive The Compensation Committee believes it is essential to understand the relevant market for executive talent to inform our decision-making and ensure our executive compensation program supports our recruitment and retention needs. In designing the 2024 executive compensation program, the Compensation Committee worked with Pearl Meyer to assess the competitiveness of our executive compensation levels and practices using the peer group of companies listed below. In response to shareholder feedback, the Compensation Committee worked with Pearl Meyer to identify changes to the peer group and specifically, two of our largest peers, Danaher and 3M were removed. The resulting group of 15 peers better aligns with our current portfolio mix, size (based on revenues and market capitalization) and talent market. In assessing the composition of the peer group, the Compensation Committee considered:

  19. Our 2024 Compensation Peer Group

    Our 2024 Compensation Peer Group

  20. Our 2024 Compensation Peer Group

    | INDUSTRY | COMPANY | | | Electrical Equipment/Machinery (27%) | • Ametek Inc • IDEX Corporation | • Illinois Tool Works Inc. • Rockwell Automation Inc. | | Health/Life Sciences (20%) | • Mettler-Toledo International Inc. • STERIS plc | • Stryker Corporation | | Multi-Industry (33%) | • Ecolab, Inc. • Honeywell International Inc. • Roper Technologies, Inc | • Trimble Inc. • Zebra Technologies Corporation | | Software Cos. (20%) | • Autodesk, Inc. • ServiceNow, Inc. | • Synopsys, Inc. |

  21. Our 2024 Compensation Peer Group

    In addition to peer group data and compensation survey data, the Compensation Committee also considers our diverse business mix, individual performance, succession planning, and complexity of role to establish meaningful compensation. A holistic review of the compensation peer group is planned for 2025 to ensure continued alignment to our go-forward portfolio, talent profile, and business economics of our new company.

  22. How We Measure Performance

    | Our executive compensation program’s performance measures and goals are based on the factors we believe are most relevant to our shareholders and consistent with the expectations we communicate. Performance goals are based on the financial guidance provided to our shareholders, with targets established at or above midpoint of the corresponding guidance, and the thresholds set within a narrow range of the target. Given most of our executive compensation consists of equity awards, if we were to set financial guidance below shareholder expectations, it could negatively impact the market value of our common stock, affecting both shareholders and executives. Therefore, establishing performance targets at or above midpoint of our financial guidance to the investment community ensures that our compensation performance goals are aligned with measures that drive market value. | Performance goals are based on the financial guidance provided to our shareholders, with targets established at or above midpoint of the corresponding guidance. The relative TSR target is set at the 55th percentile ranking relative to the S&P 500 index companies so that a target payout is dependent on outperforming within the market index. |

  23. A Closer Look at Our Financial Performance Measures

    A Closer Look at Our Financial Performance Measures The Compensation Committee discusses performance measure selection regularly. Based on those discussions, we have selected a carefully balanced mix of quantifiable absolute and relative financial measures across our incentive plans to support our business strategy and alignment with shareholder, as follows:

  24. A Closer Look at Our Financial Performance Measures

    | Measure(1) | ICP | LTI | Rationale | | Adjusted EPS | | | • Adjusted EPS reflects our ability to generate profits for our shareholders, as well as our overall financial health and efficient management. By excluding non-recurring expenses or gains, Adjusted EPS aims to highlight a more accurate representation of our operational performance and earnings potential. • We set our 2024 financial target for Adjusted EPS at the midpoint of the initial guidance provided to shareholders. | | Free Cash Flow (“FCF”) | | | • By tying annual incentives to FCF, executives are motivated to make decisions that prioritize long-term, sustainable financial health by rewarding activities that contribute to long-term cash generation. • In order to better articulate the tie between initial guidance to our investment community and our financial target, we changed to FCF from FCF conversion ratio. • We set our 2024 financial target for FCF at the initial guidance provided to shareholders. | | Core Revenue Growth | | | • Core Revenue Growth rate is the rate of revenue growth from our existing businesses on a year-over-year basis, which is an important measure of the performance of our existing businesses and is a key measure of the effectiveness and execution of our long-term organic growth strategies, including new product introductions, marketing and sales effectiveness, and customer growth. • We set our 2024 financial target for Core Revenue Growth at the high-end of guidance provided to shareholders. | | Relative TSR | | | • Relative TSR provides a clear benchmark for evaluating our performance against the broader market, motivating management to achieve superior performance compared to peers. This fosters competitiveness and innovation to support the creation of long-term shareholder value. • The target is set at the 55th percentile ranking relative to the S&P 500 index companies linking program payout to our TSR outperforming within the S&P 500 index. | | Adjusted EBITDA Margin(2) | | | • EBITDA provides a clear view of our operational performance and by excluding non-operating or non-recurring expenses, it reflects the core profitability of our business. Using Adjusted EBITDA in our long-term incentive plan encourages a focus on sustainable financial performance over the long term. • We set our 2024 financial target for Adjusted EBITDA Margin at the high-end of guidance provided to shareholders. |

  25. A Closer Look at Our Financial Performance Measures

    (1) Adjusted EPS, Free Cash Flow, Adjusted EBITDA, and Core Revenue Growth are non-GAAP financial measures. For the definition of these non-GAAP financial measures and the reconciliation of such measures to the corresponding GAAP measures, please refer to “Non-GAAP Financial Measures” in Appendix A. Adjusted EBITDA Margin” means the ratio of Adjusted EBITDA to Net Revenue.

  26. Why Is Core Revenue Growth also included in the Long-Term Incentive Program?

    Why Is Core Revenue Growth also included in the Long-Term Incentive Program? We believe that prioritizing Core Revenue Growth rate in both our short-term and long-term incentive programs provides the best opportunity to align our incentives with long-term value creation for our stakeholders.

  27. Why do we not set a three-year Core Revenue Growth target at the time we award PSUs?

    Why do we not set a three-year Core Revenue Growth target at the time we award PSUs? We set annual Core Revenue Growth goals for long-term incentives instead of three-year goals since we do not offer guidance for Core Revenue Growth beyond the annual period. Disclosing a three-year target for compensation could potentially mislead our investors. Additionally, predicting the contribution from acquisitions (after one year) is uncertain.

  28. Annual Incentive Compensation

    Annual Incentive Compensation

  29. Design At-A-Glance

    | THE 2024 ANNUAL INCENTIVE COMPENSATION FORMULA | | | | | | | | | | Base Salary ($) | × | Target Award Opportunity (%) | × | Composite Performance Factor | | | = | Actual Incentive Payout | | | | | | Fortive Company Performance (80%) | + | Strategic Performance (20%) | | |

  30. Design At-A-Glance

    | | The Compensation Committee approved financial measures that align with our investment community expectations. | Performance Measures | | Weighting | | | | Adjusted EPS | | 60% | | | | Free Cash Flow | | 20% | | | | Core Revenue Growth | | 20% | | | | | | | | | | We build | | Customer success | | | The Compensation Committee establishes individual performance goals to align with the Company's overall strategic initiatives and core values. | extraordinary teams for extraordinary results | | inspires our innovation | | | | We compete for shareholders | | Kaizen is our way of life |

  31. 2024 Company Performance Factor Determination

    2024 Company Performance Factor Determination For 2024, the Compensation Committee established Adjusted EPS, Free Cash Flow, and Core Revenue Growth as the performance measures for the Company Performance Factor. For each measure, the Compensation Committee established threshold, target, and maximum levels of performance. The chart below shows the 2024 goals and weightings for each measure, as well as actual results. The payout percentages for performance between threshold and target, or between target and maximum, respectively, were determined by linear interpolation.

  32. 2024 Company Performance Factor Determination

    | | | | 2024 PERFORMANCE MEASURES & RESULTS | | | | PAYOUT LEVEL | % OF TARGET | ACTUAL | ADJUSTED EPS | FCF (Millions) | CORE REVENUE GROWTH | | Maximum | 200% | | $4.17 | $1,513 | 5.6% | | Target | 100% | | $3.79 | $1,375 | 4.0% | | Threshold | 50% | (0% for Core Revenue Growth) | $3.41 | $1,169 | 2.8% | | | | Actual Results | $3.89 | $1,406 | 1.3% | | | | Payout % (Before Weighting) | 126.3% | 122.5% | 0% | | | | Weighting of Measure | 60% | 20% | 20% | | | | Weighted Payout | 75.8% | 24.5% | 0% | | | | Final Company Performance Factor | | 100.3% | |

  33. James A. Lico

    | FORTIVE VALUE | Wgt. | goal | 2024 Performance | Wgtd. payout | | Extraordinary Teams | 20% | Succession Planning: Continue to strengthen leadership funnels, C-suite succession | Accelerated year-over-year progress in the development and growth of our leadership talent: • Successful CEO succession for FTV and Ralliant, and • Improvements in C-suite roles and OpCo President roles with enhanced succession depth and strength (~33% improvement), and • Successful succession of Presidents at four OpCos and two external hires to boost leadership capabilities. | 20% | | | | Talent Capability: Build capability in technology and innovation verticals | Year-over-year improvement in leadership capability among technology and innovation verticals (Product, FORT, ML/AI): • New technology and innovation leaders across OpCos, and • Expansion of FORT capability into OpCos. | | | Customer Success | 20% | AI /Automation: Deliver more value to customers by leveraging AI and automation to expand portfolio evolution | • Year-over-year progress in portfolio evolution of AI-related solutions to achieve operational efficiency gains (+75% against target). | 20% | | Kaizen | 20% | Kaizen Activity: Use FBS toolkit to drive cyber and geopolitical risk reduction | • Year-over-year improvement in de-risking Cyber through shared-service model. • Continued improvement in geopolitical de-risking of manufacturing operations and processes through expanded diversification of manufacturing and supply chain. | 20% | | | | FBS: Successfully deploy FBS toolkit for SaaS to improve NDR performance | • Largest CEO Kaizen event in history with 1,000+ participants. • Improvement on Net Dollar Retention performance (+100 bps). | | | Shareholders | 40% | Deliver Financials*: Meet or beat guidance provided to shareholders | • Adjusted operating profit margin of 27%, up 100 bps year-on-year. • Adjusted EPS growth of 13%, exceeding high range of guidance. • Free cash flow of $1.4B, 13% growth and above high range of guidance; 200 bps improvement in FCF margins. • Core revenue growth of 1%. • Returned ~$1B to shareholders with repurchases of ~12M shares. | 4O% | | | | Investor Relations: Enhance IR and communications to create better understanding of Fortive and our financial strategy to improve shareholder value | • The pending Ralliant separation will provide investors more clarity on each companies' investment thesis and enhances IR messaging. • Increase in stock price since separation announcement. | | | TOTAL STRATEGIC PERFORMANCE FACTOR | | | | 100% |

  34. Charles E. McLaughlin

    | Fortive Value | wgt. | goal | 2024 performance | Wgtd. payout | | Extraordinary Teams | 20% | Succession Planning: Develop and grow Finance leadership funnels | Year-over-year progress in the development and growth of the Finance leadership funnel: • Increased quality and quantity within leadership funnels. | 20% | | Shareholders | 40% | Deliver Financials*: Meet or beat guidance provided to shareholders | • Adjusted operating profit margin of 27%, up 100 bps year-on-year. • Adjusted EPS growth of 13%, exceeding high range of guidance. • Free cash flow of $1.4B, 13% growth and above high range of guidance; 200 bps improvement in FCF margins. • Core revenue growth of 1%. • Returned ~$1B to shareholders with repurchases of ~12M shares. | 40% | | Shareholders | 40% | Investor Relations: Enhance IR and communications to create better understanding of Fortive and our financial strategy to improve shareholder value | • The pending Ralliant separation will provide investors more clarity on each companies' investment thesis and enhances IR messaging. • Increase in stock price since separation announcement. | 40% | | Total Strategic Performance Factor | | | | 100% |

  35. Tamara Newcombe

    | Fortive Values | wgt. | Goal | 2024 performance | wgtd. payout | | Extraordinary Teams | 20% | People Strategy: Yield year-on-year improvements in employee experience, turnover, and improving succession with developing leaders | Increased leadership funnels, succession and hired key talent into critical roles across the Advance Healthcare Solutions (“AHS”) and Precision Technologies (“PT”) segments: • Accelerated the ramp-up of new leaders, and • Improved 3-month rolling turnover within PT and AHS. | 30% | | Customer Success | 20% | Innovation: Evolve segment strategies to drive organic and inorganic portfolio evolution and innovation | Year-over-year progress against segment market strategies: • >10 initiatives across PT Segment to drive automation and AI-powered capabilities to boost productivity in engineering, customer experience, and operational efficiency, and • Investment in innovation of three AI-driven solutions to integrate AI and advanced analytics into hardware, firmware, and software systems. | 25% | | Kaizen | 20% | FBS: Apply FBS know-how to reduce cyber and geopolitical risk | • Significant geopolitical and cyber risk reduction among PT and AHS segments with year-over-year improvement on operating companies now measuring low risk. | 20% | | Shareholders | 40% | Segment Financials*: Year-over-year improvement of core revenue growth, core operating profit margin and other financials metrics | • Delivered strong financial results for the PT and AHS segments with improvements in core revenue growth rate, margin expansion, acquisition ROIC and other financial performance measures. | 35% | | Total Strategic Performance Factor | | | | 110% |

  36. Olumide Soroye

    | Fortive Value | Wgt. | Goal | 2023 Performance | Wgtd. Payout | | Extraordinary Teams | 20% | People Strategy: Yield year-on-year improvements in employee experience, turnover, and improving succession with developing leaders | Achieved year-on-year improvement in employee turnover, engagement, and leadership development: • Accelerated the ramp-up of new leaders, and • Increased leadership funnels, succession and hired key talent into critical roles across the IOS segment, and • Improved employee engagement and turnover in IOS segment. | 25% | | Customer Success | 20% | Innovation: Evolve segment strategies to drive organic and inorganic portfolio evolution and innovation | Year-over-year progress against segment market strategies: • Product innovation engine progression with 50% expansion in innovation funnel in IOS segment, and • Accelerated initiatives across IOS Segment to drive AI-driven products and solutions for customers and AI-enabled improvements in productivity. | 25% | | Kaizen | 20% | FBS: Apply FBS know-how to reduce cyber and geopolitical risk | • Reduction in global manufacturing footprint risk within IOS segment. | 25% | | Shareholders | 40% | Segment Financials*: Year-over-year improvement of core revenue growth, core operating profit margin and other financials metrics | • Delivered strong financial results for the IOS segment with improvements in core revenue growth rate, margin expansion, acquisition ROIC and other financial performance measures. • 20+ Kaizen events leading to improvement of bookings momentum across IOS Operating Companies. | 50% | | Total Strategic Performance Factor | | | | 125% |

  37. STACEY WALKER

    | Fortive Value | Wgt. | Goal | 2023 Performance | Wgtd. Payout | | Extraordinary Teams | 40% | People: Attract, retain and develop top talent to improve succession and depth, diversity and caliber of strategic talent funnels | Year-over-year improvements in the health of our talent: • Successful execution of two CEO-ready successors, and • Executive officer succession funnel improved year-over-year by ~33%, and • Mid-single-digit percentage improvement in OpCo President succession funnel, and • Product function talent funnel mid-teens percentage improvement. | 50% | | Customer Success | 40% | HR Transformation: Deploy the new HR Operating Model that improves efficiency and quality outcomes for our businesses | New HR Operating Model stood up effectively including a global shared services function, payroll, and talent acquisition functions: • Delivered project on time and to budget, and • Met or exceeded most SLAs and KPIs related to stand-up. | 50% | | Kaizen | 20% | FBS: Deploy and scale the Fortive Corp brand to create deeper stakeholder connection | • Increased alignment between FBSO and Leadership Development functions. • Developed a "FBS for HR" strategy to infuse FBS rigor and tools in our new HR operating model. • Delivered against commitments in leadership development and learning. • Exceeded Employee Attraction Campaign goal of LinkedIn to Fortive Career site referral conversions. | 30% | | Total Strategic Performance Factor | | | | 130% |

  38. 2024 Annual Incentive Award Payouts

    2024 Annual Incentive Award Payouts Based on the results described above, the Compensation Committee approved annual incentive awards to the NEOs for 2024 performance as follows:

  39. 2024 Annual Incentive Award Payouts

    | EXECUTIVE OFFICER | 2024 BASE SALARY | TARGET AWARD OPPORTUNITY (%) | TARGET AWARD OPPORTUNITY ($) | FINAL COMPOSITE PERFORMANCE FACTOR (%) | FINAL AWARD PAYOUT | | James A. Lico | $1,250,000 | 190% | $2,375,000 | 100.2% | $2,380,700 | | Charles E. McLaughlin | $760,000 | 130% | $988,000 | 100.2% | $990,371 | | Tamara Newcombe | $725,000 | 150% | $1,087,500 | 102.2% | $1,111,860 | | Olumide Soroye | $750,000 | 150% | $1,125,000 | 105.2% | $1,183,950 | | Stacey Walker | $625,000 | 90% | $562,500 | 106.2% | $597,600 |

  40. 2024 Annual Incentive Award Payouts

    | Long Term Incentive Compensation 2024 Annual Equity Award Mix Our long-term incentive program is designed to align the interests of our NEOs with those of our shareholders while promoting a balance between driving sustainable business performance and providing meaningful retention. For 2024, the Compensation Committee granted long-term incentive awards using the following mix of equity vehicles: | |

  41. 2024 Annual Incentive Award Payouts

    | Form of Award | Key Terms | | PSUs | • 60% contingent on relative TSR versus the S&P 500 over a three-year performance period and 40% contingent on three-year average Core Revenue Growth. • Earned shares are subject to a one-year holding requirement after performance vesting. • No prorated vesting prior to completion of the full three-year performance period. | | RSUs | • Ratable vesting on third and fourth anniversaries of grant. • NEOs may earn “incremental” RSUs above the “base” number of RSUs depending on outperformance of the Adjusted EBITDA Margin goals as described below. | | Stock Options | • Ratable vesting on the third and fourth anniversaries of grant. • Exercise price based on the closing price on grant date. |

  42. 2024 Target Award Values

    | EXECUTIVE OFFICER | 2024 PSUs (AT TARGET) | 2024 RSUs | 2024 STOCK OPTIONS | 2024 TOTAL TARGET VALUE(1) | 2023 TOTAL TARGET VALUE(1) | YEAR OVER YEAR INCREASE IN PERCENTAGE (%) | | James A. Lico | $6,500,000 | $3,250,000 | $3,250,000 | $13,000,000 | $12,500,000 | 4% | | Charles E. McLaughlin | $2,375,000 | $1,187,500 | $1,187,500 | $4,750,000 | $4,400,000 | 8% | | Tamara Newcombe | $2,250,000 | $1,125,000 | $1,125,000 | $4,500,000 | $4,000,000 | 13% | | Olumide Soroye | $2,750,000 | $1,375,000 | $1,375,000 | $5,500,000 | $5,000,000 | 10% | | Stacey Walker | $1,250,000 | $625,000 | $625,000 | $2,500,000 | $2,250,000 | 11% |

  43. 2024 Target Award Values

    (1) The target dollar values of the equity grants noted above do not reflect the grant date valuations computed in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”). Instead, based upon the target dollar value of the equity awards and the types of equity awards noted below, the actual number of RSUs and target number of PSUs granted was determined by dividing the corresponding allocation of the dollar value by the 20-day average of the closing price of our common stock as of the grant date (“20 Day Average”) and the actual number of stock options granted was determined by dividing the corresponding allocation of the dollar value by one-third of the 20 Day Average. Additional details on amounts of the 2024 equity grants to all of our NEOs, including the grant date fair values of such awards computed in accordance with FASB ASC 718, are shown in “Executive Compensation Tables—Fiscal 2024 Grants of Plan-Based Awards”.

  44. 2024 PSU Performance Measures

    2024 PSU Performance Measures The actual payout for the PSU awards granted in 2024 will be based on the following performance measures over a three-year period: • 60% on relative Total Shareholder Return (“rTSR Percentile PSUs”), and • 40% on absolute Core Revenue Growth (“Core Revenue Growth PSUs”).

  45. 2024 PSU Performance Measures

    | | | Wgt | FY 2024 | FY 2025 | FY 2026 | FY 2027 | | 2024 | rTSR Percentile PSUs | 60% | 3-Year Relative TSR | | | Year 4 | | PSUs | Core Revenue Growth PSUs | 40% | Year 1 Core Revenue Growth | Year 2 Core Revenue Growth | Year 3 Core Revenue Growth | (1-Year Hold) |

  46. rTSR Percentile PSUs (60%)

    rTSR Percentile PSUs (60%) In an effort to strengthen the pay for performance alignment and in response to shareholder feedback, we eliminated the ability to earn 25% of target PSUs for positive absolute TSR performance in the event our relative TSR performance fell below "Threshold" performance. The 2024 rTSR Percentile PSU Performance Goals:

  47. rTSR Percentile PSUs (60%)

    | PAYOUT LEVEL | % OF TARGET(1) | rTSR RANKING (RELATIVE TO THE S&P 500 INDEX) | | Maximum | 200% | ≥75th percentile | | Target | 100% | 55th percentile | | Threshold | 25% | 25th percentile | | Below Threshold | 0% | <25th percentile |

  48. rTSR Percentile PSUs (60%)

    The payout percentages for performance between threshold and target, or between target and maximum, respectively, will be determined by linear interpolation. However, if Fortive’s absolute TSR performance for the period were negative, then a maximum of 100% of the target PSUs would vest (regardless of how strong Fortive’s performance was on a relative basis).

  49. Core Revenue Growth PSUs (40%)

    Core Revenue Growth PSUs (40%) During the first quarter of each year of the three-year performance period, the Committee will establish an annual Core Revenue Growth target based at or above the midpoint of the initial Core Revenue Growth guidance provided to the investment community for such year. For each year during the three-year performance period, an annual performance result from 0% to 200%, based on a linear interpolation, will be assigned, with the final performance result for the Core Revenue Growth PSUs based on the average of the three consecutive annual performance results over the corresponding three consecutive performance years. The 2024 PSU Core Revenue Growth Performance Goal was used to establish performance goals for year 1 of the 2024 PSUs, year 2 of the 2023 PSUs, and year 3 of the 2022 PSUs as shown below.

  50. Core Revenue Growth PSUs (40%)

    | | FY 2022 | FY 2023 | FY 2024 | FY 2025 | FY 2026 | FY 2027 | | 2022 | 3-Year Relative TSR | | | Year 4 | | | | PSUs | Year 1 Core Revenue Growth | Year 2 Core Revenue Growth | Year 3 Core Revenue Growth | (1-Year Hold) | | | | | 2023 | 3-Year Relative TSR | | | Year 4 | | | | PSUs | Year 1 Core Revenue Growth | Year 2 Core Revenue Growth | Year 3 Core Revenue Growth | (1-Year Hold) | | | | | 2024 | 3-Year Relative TSR | | | Year 4 | | | | PSUs | Year 1 Core Revenue Growth | Year 2 Core Revenue Growth | Year 3 Core Revenue Growth | (1-Year Hold) |

  51. Core Revenue Growth PSUs (40%)

    The 2024 Core Revenue Growth PSU Performance Goals:

  52. Core Revenue Growth PSUs (40%)

    | PAYOUT LEVEL | % OF TARGET | 2024 CORE REVENUE GROWTH PERFORMANCE GOAL(2) | | Maximum | 200% | 5.6% | | Target (1) | 100% | 4.0% | | Threshold | 0% | 2.8% |

  53. Core Revenue Growth PSUs (40%)

    (1) Based on the high end of the initial 2024 Core Revenue Growth guidance. (2) 2024 target: the annual Core Revenue Growth Performance Goal will be reestablished in 2025 and 2026 and the result averaged. Based on the actual performance of 1.3% in 2024, Core Revenue Growth performance was 0% of target payout. The final performance results for the 2024 Core Revenue Growth PSUs will be based on the average of the Core Revenue Growth performance results for 2024, 2025 and 2026. For more information about why Core Revenue Growth is an important performance measure in both our annual and long-term incentive plans, please refer to our discussion under the “Setting our Core Revenue Growth Goals” section above.

  54. 2022 PSUs Earned for 2022-2024 Performance

    2022 PSUs Earned for 2022-2024 Performance The 2022 PSU payout was based 60% on relative Total Shareholder Return (“rTSR”) performance over the corresponding three-year performance period and 40% on Core Revenue Growth based on the average of the three annual performance results over the corresponding three consecutive performance years. 2022 rTSR Percentile PSUs:

  55. 2022 PSUs Earned for 2022-2024 Performance

    | PAYOUT LEVEL | % OF TARGET(1) | rTSR RANKING (RELATIVE TO THE S&P 500 INDEX) | | Maximum | 200% | >=75th percentile | | Target | 100% | 55th percentile | | Threshold | 50% | 35th percentile | | Below Threshold | 0% | <35th percentile | | Actual | 88.8% | 50th percentile |

  56. 2022 PSUs Earned for 2022-2024 Performance

    (1) The payout percentages for performance between threshold and target, or between target and maximum, respectively, would be determined by linear interpolation. However, if Fortive’s absolute TSR performance for the period were negative, then a maximum of 100% of the target PSUs would vest (regardless of how strong Fortive’s performance was on a relative basis), and if Fortive’s absolute TSR performance for the period were positive, then a minimum of 25% of the target PSUs would vest. 2022 Core Revenue Growth PSUs:

  57. 2022 PSUs Earned for 2022-2024 Performance

    | PAYOUT LEVEL | % OF TARGET(1) | ACTUAL | 2022 Core Revenue Growth | 2023 Core Revenue Growth | 2024 Core Revenue Growth | | Maximum | 200% | | 10.0% | 7.0% | 5.6% | | Target | 100% | | 7.0% | 5.0% | 4.0% | | Threshold | 0% | | 5.0% | 3.5% | 2.8% | | | | Actual Results | 10.1% | 4.8% | 1.3% | | | | Payout % | 200.0% | 86.7% | 0.0% | | | | Final Payout - Average Payout % | | 95.6% | |

  58. 2022 PSUs Earned for 2022-2024 Performance

    (1) The payout percentages for performance between threshold and target, or between target and maximum, respectively, would be determined by linear interpolation. Our rTSR ranking for the 2022-2024 performance period was at the 50th percentile resulting in 88.8% of target payout on rTSR Percentile PSUs. Based on the average of the three annual performance results over the corresponding three consecutive performance years, we achieved 95.6% of target payout on Core Revenue Growth PSUs. The NEOs earned a combined 91.5% of their target PSUs as follows:

  59. 2022 PSUs Earned for 2022-2024 Performance

    | EXECUTIVE OFFICER | TARGET SHARES | SHARES EARNED | | James A. Lico | 91,315 | 83,572 | | Charles E. McLaughlin | 28,535 | 26,116 | | Tamara Newcombe | 12,175 | 11,143 | | Olumide Soroye | 34,245 | 31,342 | | Stacey Walker | 14,460 | 13,235 |

  60. 2022 PSUs Earned for 2022-2024 Performance

    The above shares earned by the NEOs under the 2022 PSUs are subject to an additional one-year holding period following the end of the performance period.

  61. 2024 RSU Performance Measure and Results

    2024 RSU Performance Measure and Results

  62. 2024 RSU Performance Measure and Results

    | Our executive officers received Restricted Stock Units ("RSUs") in 2024. These RSUs consist of a base amount and a performance-based portion called “incremental” RSUs. NEOs can earn these incremental RSUs by exceeding specific financial goals. In 2024, the incremental RSUs could range from 10% to 50% of the base amount, depending on the company’s Adjusted EBITDA Margin performance. The initial target was set at the beginning of 2024 based on our high-end guidance, 28.4%. Actual Adjusted EBITDA Margin performance of 28.4% resulted in 10% incremental RSUs being earned in 2024. | Adj. EBITDA Margin performance goals were set at the high-end of 2024 investor guidance |

  63. 2024 RSU Performance Measure and Results

    | PAYOUT LEVEL | INCREMENTAL RSUs OPPORTUNITY (% OF BASE RSUs) | ADJUSTED EBITDA MARGIN 2024 PERFORMANCE GOALS | | Maximum | 50% | ≥29.2% | | Threshold | 10% | ≥28.4% |

  64. 2024 RSU Performance Measure and Results

    (1) “Adjusted EBITDA Margin” means the ratio of adjusted EBITDA to net revenue. “Adjusted EBITDA” means our adjusted earnings before net interest, income taxes, depreciation and amortization. (2) The incremental RSUs were determined by linear interpolation between 10% and 50% of the base RSUs for adjusted EBITDA margin between 28.4% and 29.2% (with 50% maximum incremental performance-based RSUs for EBITDA Margin at or above 29.2%). No incremental performance-based RSUs are payable for adjusted EBITDA margin below 28.4%. Our Adjusted EBITDA Margin for 2024 was 28.4%. As a result, the NEOs earned an additional 10% of their base RSUs as follows:

  65. 2024 RSU Performance Measure and Results

    | EXECUTIVE OFFICER | BASE RSUs GRANTED | INCREMENTAL RSUS EARNED | | James A. Lico | 38,620 | 3,862 | | Charles E. McLaughlin | 14,110 | 1,411 | | Tamara Newcombe | 13,370 | 1,337 | | Olumide Soroye | 16,340 | 1,634 | | Stacey Walker | 7,430 | 743 |

  66. 2024 RSU Performance Measure and Results

    A holistic review of long-term incentives and equity strategy is planned for 2025 to ensure not only our executive compensation program, but also our broader equity program appropriately reflects our go-forward portfolio talent market and business strategy of our new company and continues to align with our pay for performance philosophy. Other Practices, Policies & Guidelines

  67. Timing of Option Awards in Relation to the Disclosure of Material Nonpublic Information

    Timing of Option Awards in Relation to the Disclosure of Material Nonpublic Information The following discussion contains information required by Item 402(x) of Regulation S-K about the timing of option awards in relation to the disclosure of material nonpublic information. The Compensation Committee has adopted the Fortive Corporation Policy on Granting Equity Awards (the “Grant Policy”) relating to the timing of all equity-based compensation, including stock options, awarded by the Compensation Committee. Under the Grant Policy, our annual equity-based compensation awards are granted on a pre-determined schedule. The effective grant date for our annual equity-based compensation awards, which are reviewed and approved during the Compensation Committee meeting held in the first quarter of each fiscal year, is fixed at the later of (i) March 2 (or the immediately following business day if March 2 of such year is not a business day) following the date of such Compensation Committee meeting or (ii) the second business day after the filing of the Company’s Annual Report on Form 10-K for the prior fiscal year. Any coordination between our annual equity-based compensation awards and the release of material nonpublic information that could be expected to affect the value of such awards is precluded by this predetermined schedule. Furthermore, pursuant to the Grant Policy, as a general principle, the Compensation Committee does not take any material nonpublic information into account when determining the timing and terms of any equity-based compensation awards. The Compensation Committee also does not grant, or delay the grant, of any equity-based compensation awards in anticipation of the release of any material nonpublic information, and the Company does not time the disclosure of any material nonpublic information based on any equity-based compensation award grant dates, vesting events, or sale events for the purpose of affecting the value of any executive compensation. During the fiscal year 2024, the Company did not award stock options to any named executive officer during the relevant period described in Item 402(x)(2) of Regulation S-K.

  68. Clawback Policy and Plan Terms

    Clawback Policy and Plan Terms The Compensation Committee has adopted a clawback policy that applies to our Section 16 officers (“executive officers”). Under this policy, in the event of a material restatement of our consolidated financial statements (other than any restatement required according to a change in applicable accounting rules), the Company will seek reimbursement of the portion of any incentive-based compensation granted, earned or vested based on the attainment of a financial reporting measure that would not have been paid had the consolidated financial statements been correctly stated. In addition to recoupment of incentive-based compensation mandated by the SEC and the NYSE, our clawback policy includes an enhancement that provides the Board with the discretion to also recoup additional compensation, including any time-based equity awards, from any executive officer if the Board determines that the triggering material restatement was at least in part the result of gross misconduct by such executive officer. Furthermore, under the terms of our 2016 Stock Incentive Plan, all outstanding unvested equity awards will be terminated immediately upon, and no grantee may exercise any outstanding equity award after, such time as he or she is terminated for gross misconduct. In addition, under the terms of the Fortive Executive Deferred Incentive Plan, or EDIP, if the plan administrator determines that termination of an employee’s participation in the EDIP resulted from the employee’s gross misconduct, the plan administrator may determine that the employee’s vesting percentage is zero with respect to all account balances that were contributed by us.

  69. Severance Benefits

    Severance Benefits To be consistent with market practices and ensure that our executive officers remain focused on our businesses during periods of uncertainty and are motivated to pursue transactions in the best interest of the shareholders and other stakeholders, we maintain a Severance and Change-in-Control Plan for Officers, which we refer to as the Severance Plan. It provides for severance benefits upon (i) a termination without cause not preceded by a change-in-control and (ii) a termination without cause, or good reason resignation, within 24 months following a qualified change-in-control. “Double Trigger” Change-in-Control Severance. Because we intend the change-in-control severance benefit under the Severance Plan to ensure that the executive officers pursue transactions in the best interest of the shareholders and other stakeholders, the Committee limited the definition of “change-in-control” to include only: • a merger, consolidation or reorganization in which Fortive is not the surviving entity and in which the voting securities of Fortive prior to such transaction would represent 50% or less of the voting securities of the surviving entity; • sale of all or substantially all assets of Fortive, or any transaction approved by the Board that results in any person or entity that is not an affiliate of Fortive owning 100% of Fortive’s outstanding voting securities. If, within 24 months following a qualified change-in-control, a NEO is terminated without cause, or resigns for good reason, then the following severance payment would be due:

  70. Severance Benefits

    | Compensation | CEO | OTHER NEOs | | Cash Severance Payment | 2x base salary and target annual incentive award | 1x base salary and target annual incentive award | | Cash Annual Incentive Award | Target annual incentive award prorated from the beginning of the year to the date of termination | Same | | Equity Awards | Immediate acceleration of all unvested outstanding equity awards, with any performance conditions measured based on target performance | Same | | Health Benefits | 24 months | 12 months | | 280G Excise Tax | No tax gross up | Same |

  71. Severance Benefits

    Termination without Cause Severance. Recognizing the increased risk of forfeiture for equity awards by the NEOs as a result of our four-year vesting schedule with a three-year cliff before the initial vesting and to ensure that our executive officers remain focused on our businesses during periods of uncertainty, the Committee provided the following severance benefits under the Severance Plan upon a termination without cause other than within 24 months following a qualified change-in-control:

  72. Severance Benefits

    | Compensation | CEO | OTHER NEOs | | Cash Severance Payment | 2x base salary | 1x base salary | | Cash Annual Incentive Award | • Payments based on actual performance; and • Prorated from the beginning of the year to the date of termination | Same | | Equity Awards | • Based on actual performance against performance targets; • Subject to original time-vesting; and • Prorated for the period from the date of the grant to the date of termination | Same | | Health Benefits | 24 months | 12 months | | 280G Excise Tax | No tax gross up | Same |

  73. Severance Benefits

    Shareholder Ratification Policy. We adopted a policy that, without prior shareholder approval, we will not pay or enter into any new agreement with an executive officer, including an NEO, that provides for cash severance benefits in connection with the executive officer’s voluntary or involuntary termination in an amount that exceeds 2.99 times the sum of the executive officer’s target cash compensation (base salary plus target bonus) in the year of termination.

  74. CEO Early Retirement Policy for Equity Awards Granted During or After 2022

    CEO Early Retirement Policy for Equity Awards Granted During or After 2022 In connection with the long-term CEO succession planning by the Board and to grant the Board additional flexibility in determining the timing and collaborative nature of any future CEO transition, the Compensation Committee adopted an early retirement policy with respect to equity awards granted to Mr. Lico during or after 2022. If Mr. Lico provides notice of early retirement on or after (i) January 1, 2026 or (ii) an earlier date on which the Board, at its sole discretion in the future, formally approves a specific successor to the CEO position (the “qualified date”), the Board may designate a CEO transition period of up to twelve additional months following such notice during which Mr. Lico will be required to provide transition services, as requested by the Company (the “CEO transition period”). Upon such notice of early retirement on or after the qualified date and upon completion of the requested transition services during the CEO transition period, all equity awards granted to Mr. Lico on or after 2022 will continue to vest under their original time-based vesting terms and will be subject to the satisfaction of all original performance-based vesting requirements. The Compensation Committee considered and implemented the following governance features to align this policy: The policy is structured consistently with the general early retirement benefit available to all employees and the benefits accelerated by less than one year to enhance flexibility to support CEO transition and succession • The policy applies only to equity awards granted to Mr. Lico during or after 2022; and • The policy would not provide for any acceleration of payment or waiver of any performance-based vesting requirements. Subject to Mr. Lico's continued service through the completion of the Ralliant separation and the formal appointment of Mr. Soroye as the President and CEO of Fortive, Mr. Lico would be deemed to have met the requirements under the policy.

  75. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  76. 2024 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(1)(3) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | James A. Lico | 2024 | $1,274,038 | — | $10,156,071 | $3,921,979 | $2,380,700 | — | $580,376 | $18,313,164 | | President and Chief | 2023 | $1,250,000 | — | $9,617,124 | $3,608,064 | $2,757,375 | — | $576,601 | $17,809,164 | | Executive Officer | 2022 | $1,250,000 | — | $8,535,920 | $2,837,891 | $3,460,145 | — | $527,234 | $16,611,190 | | Charles E. | 2024 | $774,615 | — | $3,710,732 | $1,432,999 | $990,371 | — | $260,150 | $7,168,867 | | McLaughlin | 2023 | $749,904 | — | $3,385,489 | $1,270,080 | $1,147,068 | — | $254,232 | $6,806,773 | | Senior Vice President and Chief Financial Officer | 2022 | $725,000 | — | $2,667,497 | $886,943 | $1,320,319 | — | $185,491 | $5,785,250 | | Tamara Newcombe | 2024 | $738,942 | — | $3,515,675 | $1,357,595 | $1,111,860 | — | $148,346 | $6,872,418 | | President and CEO of Precision Technologies and Advanced Healthcare Solutions | 2023 | $681,731 | — | $3,077,780 | $1,154,736 | $1,262,588 | — | $98,746 | $6,275,581 | | Olumide Soroye | 2024 | $764,430 | — | $4,297,191 | $1,659,209 | $1,183,950 | — | $157,297 | $8,062,077 | | President and CEO of | 2023 | $750,006 | — | $3,847,053 | $1,443,226 | $1,351,125 | — | $152,766 | $7,544,176 | | Intelligent Operating Solutions | 2022 | $750,006 | — | $3,201,245 | $1,064,209 | $1,594,016 | — | $197,614 | $6,807,090 | | Stacey Walker | 2024 | $637,019 | — | $1,953,538 | $754,369 | $597,600 | — | $183,490 | $4,126,016 | | Senior Vice President | 2023 | $617,788 | — | $1,731,126 | $649,555 | $627,406 | — | $171,384 | $3,797,259 | | and Chief Human Resource Officer | 2022 | $600,000 | — | $1,351,663 | $449,319 | $753,221 | — | $129,648 | $3,283,851 |

  77. 2024 Summary Compensation Table

    (1) Includes acceleration of one week of salary due to one-time event for aligning pay schedules organization-wide and includes amounts deferred into our EDIP. See the "2024 Nonqualified Deferred Compensation" table below for more information regarding amounts that each of our NEOs deferred during 2024. (2) The amounts reflected in these columns represent the aggregate grant date fair value of all equity awards that we granted to our NEOs, computed in accordance with FASB ASC 718. For all NEOs, the amount in the “Stock Awards” column for 2024 equals the aggregate grant date fair value of all PSUs and RSUs that we granted during 2024. We calculated the grant date fair value of all PSUs based on the probable outcome of the applicable performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC 718. The maximum aggregate value of all of each NEO’s PSUs at the grant date assuming that we attain the highest level of performance is as follows: Mr. Lico – $13,841,748; Mr. McLaughlin – $5,057,476; Ms. Newcombe – $4,791,340; Mr. Soroye – $5,856,779; and Ms. Walker – $2,662,254. With respect to RSUs, we calculated the grant date fair value under FASB ASC 718 based on the base number of shares of common stock underlying the RSU multiplied by the closing price of the common stock on the date of grant. The RSUs granted to Mr. Lico, Mr. McLaughlin, Ms. Newcombe, Mr. Soroye, and Ms. Walker, included a potential to earn additional RSUs. The maximum aggregate value of these RSUs granted in 2024, reflecting an opportunity to earn up to a maximum of 150% of the corresponding base number of shares of common stock underlying the corresponding RSUs, at the grant date assuming that the highest level of performance was achieved was as follows: Mr. Lico – $4,852,796; Mr. McLaughlin – $1,772,992; Ms. Newcombe – $1,680,007 ; Mr. Soroye – $2,053,203 and Ms. Walker – $933,617. The actual number of shares of RSUs granted for 2024, based on the actual level of performance achieved in 2024, was 110% of the corresponding base number of RSUs. With respect to stock options, we have calculated the grant date fair value under FASB ASC 718 using the Black-Scholes option pricing model. Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 17 to the Consolidated Financial Statements for fiscal year 2024. (3) The amounts set forth in this column reflect compensation earned during the corresponding fiscal year under the Company’s Executive Incentive Compensation Plan. (4) Fortive does not have a defined benefit pension plan and does not pay above market earnings on account balances under the EDIP or pursuant to any other deferred compensation arrangement. (5) The amounts set forth in this column for 2024 include the following benefits:

  78. 2024 Summary Compensation Table

    | NAME | 2024 COMPANY 401(K) CONTRIBUTIONS ($) | 2024 COMPANY EDIP CONTRIBUTIONS ($) | PERSONAL USE OF COMPANY AIRPLANE ($) | EXECUTIVE PHYSICAL ($) | TAX/FINANCIAL PLANNING ($) | TICKETS TO SPORTING EVENTS ($) | | James A. Lico | $24,096 | $362,500 | $150,000 | — | $10,000 | $28,280 | | Charles E. McLaughlin | $24,096 | $174,800 | $16,620 | $2,000 | $10,000 | $27,134 | | Tamara Newcombe | $24,096 | $108,750 | — | — | $10,000 | — | | Olumide Soroye | $24,096 | $112,501 | — | $3,000 | $10,000 | $2,200 | | Stacey Walker | $24,096 | $69,375 | — | $3,000 | $10,000 | $71,519 |

  79. 2024 Summary Compensation Table

    The amounts under “Personal Use of Company Airplane” reflect the incremental cost to us of personal use of our airplane by Mr. Lico and Mr. McLaughlin. We calculate that incremental cost by multiplying the total number of personal flight hours by the average direct variable Executive Compensation Tables operating costs (including costs related to fuel, on-board catering, maintenance expenses related to operation of the plane during the year, landing and parking fees, navigation fees, related ground transportation, crew accommodations and meals and supplies) per flight hour for the particular airplane for the year, net of any applicable employee reimbursement. Since the airplane is used primarily for business travel, we do not include in the calculation the fixed costs that do not change based on usage, such as crew salaries, the lease or acquisition cost of the airplane, exterior paint and other maintenance, inspection and capital improvement costs intended to cover a multiple-year period. Mr. Lico’s and Mr. McLaughlin’s annual perquisite allowance for personal use of our corporate airplane is limited to $150,000 and $50,000, respectively, and Mr. Lico and Mr. McLaughlin are required to reimburse us for any personal use of the airplane in a particular year in excess of such limit directs. In addition, our NEOs received a one-time one-year subscription for enhanced executive data privacy protection services, valued at less than 10% of the total benefits and perquisites provided to each individual, respectively.

  80. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024

  81. Grants of Plan-Based Awards for Fiscal 2024

    | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES | EXERCISE OR BASE PRICE OF OPTION | GRANT DATE FAIR VALUE OF STOCK | | NAME | GRANT DATE | AWARD TYPE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | STOCK AWARDS (#) | UNDERLYING OPTIONS (#)(3) | AWARDS ($/SHARE) | AND OPTION AWARDS ($) | | James A. Lico | — | Annual Cash Incentive | $760,000 | $2,375,000 | $4,750,000 | — | — | — | — | — | — | — | | | 3/4/2024 | Stock Option | — | — | — | — | — | — | — | 117,030 | $84.79 | $3,921,979 | | | 3/4/2024 | RSU | — | — | — | 38,620 | 38,620 | 57,930 | — | — | — | $3,235,197 | | | 3/4/2024 | PSU | — | — | — | 11,585 | 77,235 | 154,470 | — | — | — | $6,920,874 | | Charles E. McLaughlin | — | Annual Cash Incentive | $316,160 | $988,000 | $1,976,000 | — | — | — | — | — | — | — | | | 3/4/2024 | Stock Option | — | — | — | — | — | — | — | 42,760 | $84.79 | $1,432,999 | | | 3/4/2024 | RSU | — | — | — | 14,110 | 14,110 | 21,165 | — | — | — | $1,181,995 | | | 3/4/2024 | PSU | — | — | — | 4,233 | 28,220 | 56,440 | — | — | — | $2,528,738 | | Tamara Newcombe | — | Annual Cash Incentive | $348,000 | $1,087,500 | $2,175,000 | — | — | — | — | — | — | — | | | 3/4/2024 | Stock Option | — | — | — | — | — | — | — | 40,510 | $84.79 | $1,357,595 | | | 3/4/2024 | RSU | — | — | — | 13,370 | 13,370 | 20,055 | — | — | — | $1,120,005 | | | 3/4/2024 | PSU | — | — | — | 4,010 | 26,735 | 53,470 | — | — | — | $2,395,670 | | Olumide Soroye | — | Annual Cash Incentive | $360,000 | $1,125,000 | $2,250,000 | — | — | — | — | — | — | — | | | 3/4/2024 | Stock Option | — | — | — | — | — | — | — | 49,510 | $84.79 | $1,659,209 | | | 3/4/2024 | RSU | — | — | — | 16,340 | 16,340 | 24,510 | — | — | — | $1,368,802 | | | 3/4/2024 | PSU | — | — | — | 4,902 | 32,680 | 65,360 | — | — | — | $2,928,389 | | Stacey Walker | — | Annual Cash Incentive | $180,000 | $562,500 | $1,125,000 | — | — | — | — | — | — | — | | | 3/4/2024 | Stock Option | — | — | — | — | — | — | — | 22,510 | $84.79 | $754,369 | | | 3/4/2024 | RSU | — | — | — | 7,430 | 7,430 | 11,145 | — | — | — | $622,411 | | | 3/4/2024 | PSU | — | — | — | 2,228 | 14,855 | 29,710 | — | — | — | $1,331,127 |

  82. Grants of Plan-Based Awards for Fiscal 2024

    (1) These columns relate to 2024 cash award opportunities under our Executive Incentive Compensation Plan, which we describe in more detail above under “—Annual Incentive Awards.” The amount that each NEO earned under these awards based on actual performance for fiscal year 2024 appears in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) These columns relate to performance-based RSUs and PSUs that we granted under our 2016 Stock Incentive Plan. We discuss the performance and vesting conditions and other key terms of these awards in more detail above under “—Determination of Long-Term Incentive Award Payouts.” We made all stock option grants under our 2016 Stock Incentive Plan. We discuss the key terms of these awards in more detail above under “—Determination of Long-Term Incentive Award Payouts.”

  83. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the number of securities underlying outstanding equity awards for each of our NEOs as of December 31, 2024.

  84. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | OPTION GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) | | James A. Lico | 3/4/2024 | — | 117,030(2) | $84.79 | 3/4/2034 | — | — | — | — | | | 2/27/2023 | — | 139,200(2) | $66.62 | 2/27/2033 | — | — | — | — | | | 2/28/2022 | — | 138,320(2) | $64.75 | 2/28/2032 | — | — | — | — | | | 2/24/2021 | 93,920 | 93,920(2) | $67.64 | 2/24/2031 | — | — | — | — | | | 2/20/2020 | 130,124 | 130,124(2) | $63.85 | 2/20/2030 | — | — | — | — | | | 2/25/2019 | 235,398 | — | $67.85 | 2/25/2029 | — | — | — | — | | | 2/22/2018 | 220,219 | — | $63.76 | 2/22/2028 | — | — | — | — | | | 2/23/2017 | 241,701 | — | $47.61 | 2/23/2027 | — | — | — | — | | | 7/5/2016 | 139,740 | — | $40.41 | 7/5/2026 | — | — | — | — | | | 2/24/2016 | 196,117 | — | $35.38 | 2/24/2026 | — | — | — | — | | | 2/24/2015 | 139,882 | — | $35.31 | 2/24/2025 | — | — | — | — | | | — | — | — | — | — | 208,573(3) | $15,642,975 | 169,120(4) | $12,684,000 | | Charles E. McLaughlin | 3/4/2024 | — | 42,760(5) | $84.79 | 3/4/2034 | — | — | — | — | | | 2/27/2023 | — | 49,000(5) | $66.62 | 2/27/2033 | — | — | — | — | | | 2/28/2022 | — | 43,230(5) | $64.75 | 2/28/2032 | — | — | — | — | | | 2/24/2021 | 29,350 | 29,350(5) | $67.64 | 2/24/2031 | — | — | — | — | | | 2/20/2020 | 49,682 | 24,843(5) | $63.85 | 2/20/2030 | — | — | — | — | | | 2/25/2019 | 62,388 | — | $67.85 | 2/25/2029 | — | — | — | — | | | 2/22/2018 | 56,278 | — | $63.76 | 2/22/2028 | — | — | — | — | | | 2/23/2017 | 64,457 | — | $47.61 | 2/23/2027 | — | — | — | — | | | 2/24/2016 | 87,173 | — | $35.38 | 2/24/2026 | — | — | — | — | | | 7/15/2015 | 16,467 | — | $35.84 | 7/15/2025 | — | — | — | — | | | — | — | — | — | — | 66,884(6) | $5,016,300 | 60,565(4) | $4,542,375 | | Tamara Newcombe | 3/4/2024 | — | 40,510(5) | $84.79 | 3/4/2034 | — | — | — | — | | | 2/27/2023 | — | 44,550(5) | $66.62 | 2/27/2033 | — | — | — | — | | | 2/28/2022 | — | 18,450(5) | $64.75 | 2/28/2032 | — | — | — | — | | | 11/15/2021 | 9,920 | 9,920(5) | $78.03 | 11/15/2031 | — | — | — | — | | | 2/24/2021 | 16,777 | 5,593(7) | $67.64 | 2/24/2031 | — | — | — | — | | | 2/20/2020 | 15,144 | 3,787(8) | $63.85 | 2/20/2030 | — | — | — | — | | | 5/15/2019 | 10,704 | — | $67.65 | 5/15/2029 | — | — | — | — | | | 2/25/2019 | 14,132 | — | $67.85 | 2/25/2029 | — | — | — | — | | | 2/22/2018 | 14,686 | — | $63.76 | 2/22/2028 | — | — | — | — | | | 2/23/2017 | 60,594 | — | $47.61 | 2/23/2027 | — | — | — | — | | | — | — | — | — | — | 45,547(9) | $3,416,025 | 56,140(4) | $4,210,500 |

  85. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | OPTION GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE(1) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) | | Olumide Soroye | 3/4/2024 | | 49,510(5) | $84.79 | 3/4/2034 | | | | | | | 2/27/2023 | — | 55,680(5) | $66.62 | 2/27/2033 | — | — | — | — | | | 2/28/2022 | — | 51,870(5) | $64.75 | 2/28/2032 | — | — | — | — | | | 8/25/2021 | 86,070 | 86,070(5) | $74.36 | 8/25/2031 | — | — | — | — | | | — | | — | — | — | 82,417(10) | $6,181,275 | 69,435(4) | $5,207,625 | | Stacey Walker | 3/4/2024 | — | 22,510(5) | $84.79 | 3/4/2034 | — | — | — | — | | | 2/27/2023 | — | 25,060(5) | $66.62 | 2/27/2033 | — | — | — | — | | | 2/28/2022 | — | 21,900(5) | $64.75 | 2/28/2032 | — | — | — | — | | | 2/24/2021 | — | 14,090(5) | $67.64 | 2/24/2031 | — | — | — | — | | | 2/20/2020 | — | 19,720(5) | $63.85 | 2/20/2030 | — | — | — | — | | | — | | — | — | — | 35,229(11) | $2,642,175 | 31,395(4) | $2,354,625 |

  86. Outstanding Equity Awards at 2024 Fiscal Year-End

    We calculated market value based on the closing price of our common stock on December 31, 2024, the last trading day of the year, as reported on the NYSE ($75.00 per share), multiplied by the number of unvested shares. (2) Under the terms of the award, one-half of the options granted become or became exercisable on, for awards granted prior to 2021, each of the fourth and fifth anniversaries of the grant date and, for awards granted on or after 2021, each of the third and fourth anniversaries of the grant date. (3) Includes 42,482 RSUs granted on 3/4/2024 (inclusive of incremental RSUs earned in 2024); Includes 57,432 RSUs granted on 2/27/2023 (inclusive of incremental RSUs earned in 2023); 45,660 RSUs granted on 2/28/2022 (no incremental RSUs were earned in 2022); 39,848 RSUs granted on 2/24/2021 (inclusive of incremental RSUs earned in 2021); 23,151 RSUs granted on 2/20/2020 (inclusive of the incremental RSUs earned in 2020). One-half of the original awards vest, with respect to awards granted on and after 2021, on each of the third and fourth anniversaries of the grant date and, with respect to awards granted prior to 2021, on each of the fourth and fifth anniversaries of the corresponding grant date. (4) Includes, for the applicable NEO, the following PSU grants:

  87. Outstanding Equity Awards at 2024 Fiscal Year-End

    | NAME | TARGET PSUS GRANTED IN 2024 (“2024 PSUS”) | TARGET PSUS GRANTED IN 2023 (“2023 PSUS”) | | James A. Lico | 77,235 | 91,885 | | Charles E. McLaughlin | 28,220 | 32,345 | | Tamara Newcombe | 26,735 | 29,405 | | Olumide Soroye | 32,680 | 36,755 | | Stacey Walker | 14,855 | 16,540 |

  88. Outstanding Equity Awards at 2024 Fiscal Year-End

    Target PSUs granted in 2023 were granted on 2/27/2023. As of 12/31/24, actual performance with respect to the 2023 PSUs was trending between the threshold and target, so the number of shares reported in the Outstanding Equity Awards at 2024 Fiscal Year End table with respect to the 2023 PSUs is the number of shares that would be earned assuming target performance is achieved, pursuant to SEC requirements. As of 12/31/24, actual performance with respect to the 2024 PSUs was trending between the threshold and target, so the number of shares reported in the Outstanding Equity Awards at 2024 Fiscal Year End table with respect to the 2024 PSUs is the number of shares that would be earned assuming target performance is achieved, pursuant to SEC requirements. The number of shares of common stock that vest pursuant to the 2024 PSU awards that are dependent on rTSR (“TSR PSUs”) is based on total shareholder return (“TSR”) ranking relative to the S&P 500 Index over a three-year performance period. Payout at 100% of the target level requires achievement of above-median performance and rank at the 55th percentile of the S&P 500 Index, while pay out at 200% of the target level requires maximum performance that equals or exceeds the 75th percentile. Payout at 25% of the target level requires performance at the 25th percentile, and zero percent of the target level is paid out for performance below the 25th percentile. (For the 2023 PSUs, payout for threshold performance was 50% and 35th percentile, respectively). The payout percentages for performance between threshold and target, or between target and maximum, respectively, are determined by linear interpolation. Notwithstanding the above, if absolute TSR performance for the period is negative, a maximum of 100% of the target TSR PSUs will vest, regardless of how strong performance is on a relative basis. (For 2023 PSUs, in addition to the cap, no less than 25% of the target PSUs would vest if Fortive's absolute TSR was positive). The number of shares of common stock that vest pursuant to the PSU awards that are dependent on Core Revenue Growth is based on performance relative to three consecutive annual Core Revenue Growth targets, with payout ranging from 0% to 200%. The shares received upon the vesting of the PSUs are subject to an additional one-year holding period. The total does not include PSUs that were granted on 2/28/2022 and vested on 2/24/2025 upon certification on the date thereof as having been earned at the three-year performance period ended 12/31/2024. Under the terms of the award, for awards granted prior to 2021, one-third of the options granted become or became exercisable on each of the third, fourth and fifth anniversaries of the grant date and, for awards granted on or after 2021, one-half of the options become exercisable on the third and fourth anniversaries of the grant date. Includes 15,521 RSUs granted on 3/24/2024 (inclusive of incremental RSUs earned in 2024); Includes 20,219 RSUs granted on 2/27/2023 (inclusive of incremental RSUs earned in 2023); 14,270 RSUs granted on 2/28/2022 (no incremental RSUs were earned in 2022); 12,454 RSUs granted on 2/24/2021 (inclusive of the incremental RSUs earned in 2021); 4,420 RSUs granted on 2/20/2020 (inclusive of the incremental RSUs earned in 2020). With respect to awards granted on or after 2021, one-half of the awards vest on each of the third and fourth anniversary of the grant date, and for all other awards, one-third of the awards vests on each of the third, fourth, and fifth anniversaries of the corresponding grant date. (7) Under the terms of the award, one-fourth of the options granted become or became exercisable on each of the first, second, third, and fourth anniversaries of the grant date. (8) Under the terms of the award, one-fifth of the options granted become or became exercisable on each of the first, second, third, fourth and fifth anniversaries of the grant date. (9) Includes 14,707 RSUs granted on 3/24/2024 (inclusive of incremental RSUs earned in 2024); Includes 18,382 RSUs granted on 2/27/2023 (inclusive of incremental RSUs earned in 2023); 6,090 RSUs granted on 2/28/2022 (no incremental RSUs were earned in 2022); 3,274 RSUs granted on 11/15/2021 (inclusive of the incremental RSUs earned in 2021); 1,845 RSUs granted on 2/24/2021 (inclusive of the incremental RSUs earned in 2021); 1,249 RSUs granted on 2/20/2020 (inclusive of the incremental RSUs earned in 2020). With respect to awards granted in November 2021 or later, one-half of the awards vest on each of the third and fourth anniversary of the grant date and, for awards granted in February 2021, one-fourth of the awards vest on each of the first four anniversaries of the grant date, for all other awards, one-fifth of the awards vests on each of the first five anniversaries of the grant date of the grant date. (10) Includes 17,974 RSUs granted on 3/24/2024 (inclusive of incremental RSUs earned in 2024); Includes 22,975 RSUs granted on 2/27/2023 (inclusive of incremental RSUs earned in 2023); 17,125 RSUs granted on 2/28/2022 (no incremental RSUs were earned in 2022); and 24,343 RSUs granted on 8/25/2021 (when Mr. Soroye joined Fortive). One-half of the awards vest on each of the third and fourth anniversary of the grant date. (11) Includes 8,173 RSUs granted on 3/24/2024 (inclusive of incremental RSUs earned in 2024); Includes 10,338 RSUs granted on 2/27/2023 (inclusive of incremental RSUs earned in 2023); 7,230 RSUs granted on 2/28/2022 (no incremental RSUs were earned in 2022); 5,978 RSUs granted on 2/24/2021 (inclusive of the incremental RSUs earned in 2021); 3,510 RSUs granted on 2/20/2020 (inclusive of the incremental RSUs earned in 2020). With respect to awards granted on or after 2021, one-half of the awards vest on each of the third and fourth anniversary of the grant date, and for all other awards, one-third of the awards vests on each of the third, fourth, and fifth anniversaries of the corresponding grant date.

  89. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024 The following table summarizes stock option exercises and the vesting of RSU and PSU awards with respect to our NEOs in 2024.

  90. Option Exercises and Stock Vested During Fiscal 2024

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | James A. Lico | 236,005 | $11,939,955 | 166,130 | $13,320,579 | | Charles E. McLaughlin | 14,816 | $659,016 | 46,464 | $3,699,916 | | Tamara Newcombe | — | — | 19,636 | $1,517,139 | | Olumide Soroye | — | — | 55,736 | 4,141,009 | | Stacey Walker | 174,139 | 2,474,406 | 24,525 | $1,956,255 |

  91. Option Exercises and Stock Vested During Fiscal 2024

    (1) We calculated the amounts shown in this column by multiplying the number of shares acquired by the difference between the exercise price and the market price of the underlying common stock at the time of exercise. (2) We calculated the amounts shown in this column by multiplying the number of shares acquired by the closing price of the common stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day). For the PSUs earned with respect to the fiscal years 2022-2024 performance period, the closing price on December 31, 2024, the last day of the performance period, was used to calculate the value realized.

  92. 2024 Pension Benefits

    2024 Pension Benefits None of our NEOs participated in a defined benefit pension plan during 2024.

  93. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The table below sets forth, for each NEO, information regarding participation in the EDIP. There were no withdrawals by or distributions to any of the NEOs from the EDIP in 2024.

  94. 2024 Nonqualified Deferred Compensation

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR ($)(2) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($)(3) | AGGREGATE BALANCE AT LAST FISCAL YEAR END ($)(4) | | James A. Lico | $200,000 | $362,500 | $1,127,393 | $16,998,777 | | Charles E. McLaughlin | — | $174,800 | $22,758 | $2,115,071 | | Tamara Newcombe | — | $108,750 | $(4,450) | $478,996 | | Olumide Soroye | — | $112,501 | $12,334 | $596,572 | | Stacey Walker | $100,000 | $69,375 | $276,586 | $1,817,908 |

  95. 2024 Nonqualified Deferred Compensation

    (1) This column reflects the amount of base salary and non-equity incentive plan compensation that each NEO deferred in 2024 under our EDIP, as follows:

  96. 2024 Nonqualified Deferred Compensation

    | NAME | SALARY | NON-EQUITY INCENTIVE PLAN COMPENSATION | | James A. Lico | — | $200,000 | | Charles E. McLaughlin | — | — | | Tamara Newcombe | — | — | | Olumide Soroye | — | — | | Stacey Walker | — | $100,000 |

  97. 2024 Nonqualified Deferred Compensation

    All amounts set forth in the Non-Equity Incentive Plan Compensation column above were included as 2023 compensation under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for 2023. (2) We included the amounts set forth in this column as 2024 compensation under the “All Other Compensation” column in the Summary Compensation Table. (3) The amounts set forth in this column represent earnings that are neither above market nor preferential, and accordingly, we do not include these amounts as compensation in the Summary Compensation Table. (4) The table below indicates for each NEO how much of the EDIP balance set forth in this column that we have reported as compensation in the Summary Compensation Table for previous years.

  98. 2024 Nonqualified Deferred Compensation

    | NAME | AMOUNT INCLUDED IN “AGGREGATE BALANCE AT LAST FYE” COLUMN THAT HAS BEEN REPORTED AS COMPENSATION IN THE SUMMARY COMPENSATION TABLE FOR PREVIOUS NEO YEARS ($) | | James A. Lico | $4,142,526 | | Charles E. McLaughlin | $885,553 | | Tamara Newcombe | $65,550 | | Olumide Soroye | $571,272 | | Stacey Walker | $656,499 |

  99. Potential Payments Upon Termination or Change-in-Control as of 2024 Fiscal Year-End

    Potential Payments Upon Termination or Change-in-Control as of 2024 Fiscal Year-End The following table describes the payments and benefits that each NEO would be entitled to receive upon termination of employment or in connection with a change-in-control of our company. The amounts set forth below assume that the triggering event occurred on December 31, 2024. Where benefits are based on the market value of our common stock, we have used the closing price of our common stock as reported on the NYSE on December 31, 2024, the last trading day of the year ($75.00 per share). In addition to the amounts set forth below, upon any termination of employment, each executive would also be entitled to (1) receive all payments generally provided to salaried employees on a non-discriminatory basis on termination, such as accrued salary, life insurance proceeds (for any termination caused by death), unused vacation and 401(k) plan distributions, (2) receive accrued, vested balances under the EDIP (except that under the EDIP, if an employee’s employment terminates as a result of gross misconduct, the EDIP administrator may determine that the employee’s vesting percentage with respect to all employer contributions is zero), and (3) exercise vested stock options (except that, under the terms of our 2016 Stock Incentive Plan, all outstanding equity awards are terminated upon, and no employee can exercise any outstanding equity award after, termination for gross misconduct). Retirement is defined generally as either a voluntary resignation after age 65 or an approved early retirement.

  100. Potential Payments Upon Termination or Change-in-Control as of 2024 Fiscal Year-End

    | | | TERMINATION/CHANGE-IN-CONTROL (“CIC”) EVENT | | | | | NAMED EXECUTIVE OFFICER | BENEFIT | TERMINATION WITHOUT CAUSE(1) | RETIREMENT | DEATH | TERMINATION DUE TO CIC(1) | | James A. Lico | Value of unvested stock options that would be accelerated(2),(3) | $3,860,380 | $3,961,778 | $4,726,410 | $4,726,410 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $19,621,950 | $20,693,100 | $24,537,300 | $35,175,600 | | | Benefits continuation | $60,486 | — | — | $60,486 | | | Severance Payment | $2,500,000 | — | — | $7,250,000 | | | Target Annual Incentive Award(4) | — | — | — | $2,375,000 | | | Performance-Based Annual Incentive Award(4) | $2,380,700 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | — | — | | | Total: | $28,423,516 | $24,654,878 | $29,263,710 | $49,587,496 | | Charles E. McLaughlin | Value of unvested stock options that would be accelerated(2),(3) | $1,060,562 | $1,346,743 | $1,346,743 | $1,346,743 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $6,192,600 | $9,232,425 | $7,889,250 | $11,698,800 | | | Benefits continuation | $21,172 | — | — | $21,172 | | | Severance Payment | $760,000 | — | — | $1,748,000 | | | Target Annual Incentive Award(4) | — | — | — | $988,000 | | | Performance-Based Annual Incentive Award(4) | $990,371 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | — | — | | | Total: | $9,024,705 | $10,579,168 | $9,235,993 | $15,802,715 |

  101. Potential Payments Upon Termination or Change-in-Control as of 2024 Fiscal Year-End

    | | | TERMINATION/CHANGE-IN-CONTROL (“CIC”) EVENT | | | | | NAMED EXECUTIVE OFFICER | BENEFIT | TERMINATION WITHOUT CAUSE(1) | RETIREMENT | DEATH | TERMINATION DUE TO CIC(1) | | Tamara Newcombe | Value of unvested stock options that would be accelerated(2),(3) | $436,198 | $451,430 | $645,831 | $645,831 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $3,631,950 | $3,879,975 | $5,055,375 | $8,539,650 | | | Benefits continuation | $21,172 | — | — | $21,172 | | | Severance Payment | $725,000 | — | — | $1,812,500 | | | Target Annual Incentive Award(4) | — | — | — | $1,087,500 | | | Performance-Based Annual Incentive Award(4) | $1,111,860 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | — | — | | | Total: | $5,926,180 | $4,331,405 | $5,701,206 | $12,106,653 | | Olumide Soroye | Value of unvested stock options that would be accelerated(2),(3) | $734,787 | — | $1,053,351 | $1,053,351 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $7,360,125 | — | $9,571,425 | $13,957,275 | | | Benefits continuation | $27,673 | — | — | $27,673 | | | Severance Payment | $750,000 | — | — | $1,875,000 | | | Target Annual Incentive Award(4) | — | — | — | $1,125,000 | | | Performance-Based Annual Incentive Award(4) | $1,183,950 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | $408,330 | — | | | Total: | $10,056,535 | $— | $11,033,106 | $18,038,299 | | Stacey Walker | Value of unvested stock options that would be accelerated(2),(3) | $609,761 | — | $758,058 | $758,058 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $3,222,675 | — | $4,100,325 | $6,081,300 | | | Benefits continuation | $30,243 | — | — | $30,243 | | | Severance Payment | $625,000 | — | — | $1,187,500 | | | Target Annual Incentive Award(4) | — | — | — | $562,500 | | | Performance-Based Annual Incentive Award(4) | $597,600 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | $318,350 | — | | | Total: | $5,085,279 | $— | $5,176,733 | $8,619,601 |

  102. Potential Payments Upon Termination or Change-in-Control as of 2024 Fiscal Year-End

    Please see “Severance Benefits” for a description of the severance benefits and cash payments our NEOs would be entitled to receive if we terminate the executive’s employment without cause, or upon termination following a change-in-control. The amounts set forth in the table assume that the executive would have executed our standard release in connection with any termination without cause or termination following a change-in-control. (2) The terms of our 2016 Stock Incentive Plan provide for (a) continued pro-rata vesting of certain of the participant’s RSUs, PSUs, and stock options upon retirement under certain circumstances, and (b) accelerated vesting of a participant’s stock options and certain of a participant’s RSUs and PSUs if the participant dies during employment. (3) Pursuant to the Severance and Change in Control Plan for Officers (“Severance Plan”), in the event we terminate an NEO without cause not in connection with a change-in-control, a prorated portion of the NEO’s outstanding equity awards will remain outstanding and continue to vest pursuant to the original vesting schedule, subject to the satisfaction of any performance measures that had not been met prior to the date of the termination. The remaining portion of such unvested awards would be forfeited. If we terminate an NEO without cause or an NEO resigns with good reason, in either case within 2 years following a qualified change-in-control, all unvested equity awards shall become immediately vested (assuming, if applicable, that any performance goals were met at the target level, irrespective of any actual performance). (4) Pursuant to the Severance Plan, in the event we terminate an NEO without cause not in connection with a change-in-control, a prorated portion of the NEO’s annual incentive award will remain outstanding and be payable at the end of the performance period subject to the satisfaction of any performance measures that had not been met prior to the date of the termination. If we terminate an NEO without cause or an NEO resigns with good reason, in either case within 2 years following a qualified change-in-control, a prorated portion of the NEO’s target annual incentive award will immediately vest and be paid. None of the annual incentive awards are prorated for purposes of the table since we assume that the NEO terminated employment on December 31, 2024, which is the end of the performance period for our annual incentive awards, with assumed performance, in the case of a termination without cause, based on actual performance and, in the case of a termination following a change in control, based on target performance. Under the terms of the EDIP, any unvested portion of the employer contributions that have been credited to the participant’s EDIP account would immediately vest upon the participant’s death. In 2024, Mr. Soroye and Ms. Walker were the only NEOs with unvested EDIP balances. Pay Ratio Disclosure We are providing this pay ratio disclosure to comply with Item 402(u) of Regulation S-K promulgated under the Exchange Act. The pay ratio disclosed below is a reasonable estimate derived from our internal records using the methodology described below. This information may not be comparable to the ratio that any other company reports because other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. In connection with determining our median employee for purposes of calculating our pay ratio for the fiscal year ended 2024, we considered only those employees that were employed as of October 1, 2024. In addition, in reliance on the “de minimis” exemption that the rule provides, we excluded the non-US employees from each of the jurisdictions listed below. In compliance with the “de minimis” exemption, the 701 non-US employees in the excluded countries constituted less than 5% of our 16,909 aggregate employees (comprised of 9,224 US and 7,685 non-US employees) as of October 1, 2024.

  103. Potential Payments Upon Termination or Change-in-Control as of 2024 Fiscal Year-End

    | Country Excluded (Employees in the Applicable Country as of October 1, 2024) | | | | | | | Argentina (17) | Denmark (3) | Israel (5) | Panama (3) | South Africa (7) | Uruguay (1) | | Austria (17) | Ecuador (3) | Italy (88) | Philippines (12) | Spain (37) | Vietnam (28) | | Belgium (11) | Egypt (2) | South Korea (82) | Portugal (12) | Taiwan (73) | | | Chile (14) | Finland (9) | Malaysia (18) | Qatar (5) | Thailand (19) | | | Colombia (47) | Hong Kong (11) | Morroco (1) | Romania (2) | Tunisia (1) | | | Croatia (3) | Indonesia (22) | New Zealand (1) | Russia (27) | Turkey (8) | | | Czech Republic (2) | Ireland (29) | Norway (2) | Saudi Arabia (22) | UAE (57) | |

  104. Potential Payments Upon Termination or Change-in-Control as of 2024 Fiscal Year-End

    We identified the median employee from this employee population using internal human resources records to determine each employee’s target annual total cash compensation including base salary or hourly wages, cash incentives, commissions, and other comparable cash incentives of compensation. All amounts were annualized for permanent employees who did not work for the entire year. For non-US employees that were paid in currency other than US Dollars, we applied the applicable currency exchange rate as of October 1, 2024. For 2024, the total compensation of James A. Lico, our Chief Executive Officer, as reported in our 2024 Summary Compensation Table, and the total compensation of our median employee, using the same methodology required for calculating the annual total compensation of our NEOs for purposes of the 2024 Summary Compensation Table, were $18,313,164 and $82,000, respectively, resulting in a ratio of Mr. Lico’s compensation to median employee’s compensation of 223 to 1. Pay vs. Performance The table below sets forth our pay versus performance disclosure, in accordance with SEC Item 402(v) of Regulation S-K.

  105. Pay vs. Performance Table

    Pay vs. Performance Table

  106. Pay vs. Performance Table

    | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(4) | TOTAL SHAREHOLDER RETURN(5) | PEER GROUP TOTAL SHAREHOLDER RETURN(6) | NET INCOME (IN MILLIONS)(7) | ADJUSTED EPS(8) | | 2024 | $18,313,164 | $11,859,351 | $6,557,345 | $4,191,532 | 119.87 | 176.44 | $832.9 | $3.89 | | 2023 | $17,659,164 | $25,319,045 | $6,096,656 | $7,723,806 | 117.19 | 150.20 | $865.8 | $3.43 | | 2022 | $16,611,190 | $5,409,783 | $4,775,035 | $2,516,311 | 101.84 | 127.15 | $755.2 | $3.15 | | 2021 | $16,598,719 | $20,783,335 | $6,672,447 | $7,428,269 | 120.39 | 134.52 | $608.4 | $2.75 | | 2020 | $13,624,063 | $22,518,383 | $3,426,630 | $5,304,179 | 111.33 | 111.06 | $1,613.3 | $2.09 |

  107. Pay vs. Performance Table

    (1) The principal executive officer (“PEO”) is Mr. Lico for all years presented. (2) Compensation actually paid is adjusted from summary compensation table total compensation for changes in fair value of outstanding equity-based awards. See additional detail below. Consistent with the methodology used to calculate the fair value of our equity-based awards generally, (1) the fair value of RSUs was calculated using the closing price of our common stock on the relevant date, adjusted to the extent applicable for the impact of RSUs not having dividend rights prior to vesting, (2) the fair value of restricted stock awards was calculated using the closing price of our common stock on the relevant date, (3) the fair value of PSUs dependent on rTSR was calculated using a Monte Carlo pricing model, (4) the fair value of PSUs dependent on Core Revenue Growth was based on estimation of performance at the time of valuation and (5) the fair value of stock options was calculated using a Black-Scholes Merton option pricing model. (3) Includes Mr. McLaughlin for 2020, 2021, 2022, 2023 and 2024; Ms. Walker for 2020, 2022, 2023 and 2024; Ms. Barbara Hulit for 2020 and 2021; Mr. William Pringle for 2020; Mr. Edward R. Simmons for 2021; Mr. Soroye for 2021, 2022, 2023 and 2024; Mr. Murphy for 2022; and Ms. Newcombe for 2023 and 2024. (4) Average of Non-PEO NEOs adjusted for same items as PEO. (5) Assumes $100 invested on market close on December 31, 2019 through end of the fiscal year for which Total Shareholder Return (“TSR”) is being calculated. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is S&P 500 Industrial. (7) Net income is calculated pursuant to U.S. GAAP. (8) We have identified Adjusted EPS, a non-GAAP measure, as our company-selected measure. See Appendix A for non-GAAP reconciliation. To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:

  108. Reconciliation of Compensation Actually Paid to Summary Compensation Table

    Reconciliation of Compensation Actually Paid to Summary Compensation Table

  109. Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay vs. Performance Table

    Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay vs. Performance Table The charts below reflect the relationship between the PEO and the average non-PEO CAP to Total Shareholder Return, Net Income, and Adjusted EPS, and the relationship of the Company’s TSR to the peer group TSR.

  110. Outstanding Equity Awards

    Outstanding Equity Awards

  111. Outstanding Equity Awards

    | INFORMATION REGARDING OUTSTANDING EQUITY AWARDS AS OF APRIL 7, 2025 | | | Shares currently authorized under the 2016 Plan | 43,042,043 | | Shares reserved for issuance pursuant to outstanding stock options | 9,633,394 | | Weighted average exercise price of outstanding stock options | $65.60 | | Weighted average remaining term of outstanding stock options | 5.6 years | | Shares subject to outstanding full-value awards | 4,080,538 | | Shares available for use in connection with future awards(1) | 10,345,515 | | Number of shares of our common stock outstanding | 339,876,258 |

  112. Outstanding Equity Awards

    (1) These unused shares will be available for future awards irrespective of whether this Proposal 3 is approved.

  113. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth as of April 7, 2025 (unless otherwise indicated) the number of shares and percentage of Common Stock beneficially owned by each of Fortive’s directors, nominees for director, each of the named executive officers in the Summary Compensation Table, and all executive officers and directors of Fortive as a group. Except as otherwise indicated and subject to community property laws where applicable, each person or entity included in the table below has sole voting and investment power with respect to the shares beneficially owned by that person or entity. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person or entity has sole or shared voting or investment power, whether or not the person or entity has any economic interest in the shares, and also includes shares as to which the person has the right to acquire beneficial ownership within 60 days of April 7, 2025. Except as indicated, the address of each director and executive officer shown in the table below is c/o Fortive Corporation, 6920 Seaway Blvd, Everett, WA 98203.

  114. Directors and Executive Officers

    | NAME | NUMBER OF SHARES BENEFICIALLY OWNED(1) | PERCENT OF CLASS(1) | | Eric Branderiz | 10,875(2) | * | | Daniel L. Comas | 52,550(3) | * | | Sharmistha Dubey | 21,470(4) | * | | Rejji P. Hayes | 10,460(5) | * | | Wright Lassiter III | 14,995(6) | * | | James A. Lico | 1,915,121(7) | * | | Kate D. Mitchell | 40,941(8) | * | | Gregory J. Moore | — | * | | Jeannine Sargent | 17,989(9) | * | | Alan G. Spoon | 140,647(10) | * | | Charles E. McLaughlin | 460,071(11) | * | | Tamara Newcombe | 195,073(12) | * | | Olumide Soroye | 147,802(13) | * | | Stacey Walker | 56,398(14) | * | | All current executive officers and directors as a group (16 persons) | 3,118,449(15) | * |

  115. Directors and Executive Officers

    * Represents less than 1% of the outstanding Common Stock. (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 7, 2025 are included in the table. 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, 2024 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, 2024. 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 7, 2025 or upon vesting of Restricted Stock Units (“RSUs”) that vest within 60 days of April 7, 2025. 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 6,380 shares, but does not include 1,710 unvested RSUs and 3,670 vested RSUs. (3) Includes options to acquire 9,830 shares, 75 shares held in irrevocable trusts and 1,721 shares beneficially owned by Mr. Comas’ spouse, but does not include 4,355 vested RSUs. Mr. Comas disclaims beneficial ownership of the shares held by the trusts and by his spouse. (4) Includes options to acquire 17,210 shares, but does not include 1,645 unvested RSUs and 11,078 vested RSUs. (5) Includes options to acquire 6,200 shares, but does not include 1,710 unvested RSUs and 12,295 vested RSUs. (6) Includes options to acquire 10,730 shares, but does not include 1,515 unvested RSUs and 6,595 vested RSUs. (7) Includes options to acquire 1,354,306 shares, 19,938 shares attributable to Mr. Lico’s 401(k) Fortive Stock Fund and 152,375 notional phantom shares attributable to Mr. Lico’s EDIP account. (8) Includes options to acquire 36,681 shares, but does not include 985 unvested RSUs and 22,587 vested RSUs. (9) Includes options to acquire 13,729 shares, but does not include 12,621 vested RSUs. Includes options to acquire 425,136 shares and 30,440 notional phantom shares attributable to Mr. McLaughlin’s EDIP account. (12) Includes options to acquire 160,562 shares and 7,838 notional phantom shares attributable to Ms. Newcombe’s EDIP account. (13) Includes options to acquire 112,005 shares and 6,945 notional phantom shares attributable to Mr. Soroye’s EDIP account. (14) Includes options to acquire 44,760 shares and 9,446 notional phantom shares attributable to Ms. Walker’s EDIP account. (15) Includes options to acquire 2,237,644 shares, 16,675 RSUs, 19,938 shares attributable to 401(k) accounts, and 194,125 notional phantom shares attributable to executive officers’ EDIP accounts.