DEF 14A of Fortive Corp, Apr 22, 2024

DEF 14A of Fortive Corp

Filed Apr 22, 2024 · FY20230001193125-24-104931

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Proposal 5 | Shareholder Proposal Seeking Bylaw Amendment: Shareholder Approval of Director Compensation | 93 |

  2. Overview of Director Nominees

    Overview of Director Nominees Our nine director nominees are comprised of current directors with diverse 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 17 under “Corporate Governance – Director Nomination Process.” The Board of Directors recommends that shareholders vote “FOR” the election of each of the Director Nominees to the Board.

  3. Overview of Director Nominees

    | 4 | Fortive Corporation 2024 Proxy Statement |

  4. Overview of Director Nominees

    PROPOSAL 2: Advisory Vote on Executive Compensation (page 87) >

  5. 2023 Compensation Mix (At Target)(1)

    | • | The proposed bylaw amendment is unnecessary because our shareholders have ample opportunity to express their views on our director compensation program through our robust shareholder engagement efforts and the annual election of our directors, and we have a strong record of responsiveness to shareholders. |

  6. Overview of Director Nominees

    Overview of Director Nominees Our nine director nominees are comprised of current directors with diverse 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 29 under “Corporate Governance – Director Nomination Process.”

  7. Overview of Director Nominees

    | 10 | Fortive Corporation 2024 Proxy Statement |

  8. 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 2023, 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:

  9. Director Compensation Policy

    | • | 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”). |

  10. Director Compensation Policy

    | • | 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. |

  11. Director Compensation Policy

    | • | 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. |

  12. Director Compensation 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:

  13. Director Compensation Policy

    | • | cash payable in four equal installments following each quarter of service; |

  14. Director Compensation Policy

    | • | RSUs with a target value equal to the annual retainer and granted concurrently with the annual equity award that will: |

  15. Director Compensation Policy

    | • | 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; |

  16. Director Compensation Policy

    | • | 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 |

  17. Director Compensation Policy

    | • | a combination of cash and RSUs as allocated in increments of 1% of the total annual retainer. |

  18. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid to the non-management directors for the year ended December 31, 2023. 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.

  19. Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS (1)(2)(4) | OPTION AWARDS (1)(2) | TOTAL | | Eric Branderiz(3)(4) | — | $399,334 | $111,587 | $510,921(4) | | Daniel L. Comas | $125,000 | $153,338 | $59,275 | $337,613 | | Sharmistha Dubey(3) | — | $281,232 | $59,275 | $340,507 | | Rejji P. Hayes(3) | — | $286,254 | $59,275 | $345,529 | | Wright Lassiter III(3) | — | $270,853 | $59,275 | $330,128 | | Kate D. Mitchell(3) | $37,500 | $230,008 | $59,275 | $326,783 | | Jeannine Sargent | $140,000 | $153,338 | $59,275 | $352,613 | | Alan G. Spoon(3) | $108,750 | $335,135 | $86,731 | $530,616 |

  20. 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 (i) for the grants made in June 2023, the following assumptions (and assuming no forfeitures): an 8 year option life, a risk-free interest rate of 5.44%; a stock price volatility rate of 27.01%; and a dividend yield of 0.44% per share; and (ii) for the prorated grant made in January 2023 to Mr. Branderiz, the following assumptions (and assuming no forfeitures): an 8 year option life, a risk-free interest rate of 4.72%; a stock price volatility rate of 27.43%; and a dividend yield of 0.42% per share. |

  21. Director Compensation Table

    | (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, 2023. 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. |

  22. Director Compensation Table

    | NAME | AGGREGATE NUMBER OF FORTIVE STOCK OPTIONS HELD AS OF DECEMBER 31, 2023 | AGGREGATE NUMBER OF UNVESTED FORTIVE RSUs HELD AS OF DECEMBER 31, 2023 | | Eric Branderiz | 4,390 | 4,275 | | Daniel L. Comas | 7,840 | 2,290 | | Sharmistha Dubey | 15,220 | 4,200 | | Rejji P. Hayes | 4,210 | 4,275 | | Wright Lassiter III | 8,740 | 4,045 | | Kate D. Mitchell | 34,691 | 3,435 | | Jeannine Sargent | 11,739 | 2,290 | | Alan G. Spoon | 53,424 | 5,005 |

  23. Director Compensation Table

    | (3) 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 2023, each of Ms. Dubey and Messrs. Branderiz, Hayes and Lassiter elected to defer 100%, and each of Ms. Mitchell and Mr. Spoon 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 2023 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. |

  24. Director Compensation Table

    | (4) Mr. Branderiz joined the Board in January 2023. As a result of the timing of his appointment to the Board, Mr. Branderiz received his prorated award in January 2023 for his service from January 2023 through June 2023 in addition to his regular annual award in June 2023 for his service from July 2023 through June 2024. |

  25. Director Compensation Table

    | 42 | Fortive Corporation 2024 Proxy Statement |

  26. Director Compensation Table

    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. The Board of Directors recommends that shareholders vote “FOR” the resolution set forth in Proposal 2.

  27. Director Compensation Table

    | Fortive Corporation 2024 Proxy Statement | 43 |

  28. Director Compensation Table

    Compensation Discussion and Analysis

  29. Director Compensation Table

    | Executive Summary | 45 | | Overview of Fortive | 46 | | 2023 Say-on-Pay Advisory Vote and Shareholder Engagement | 47 | | Compensation Best Practices | 49 | | Looking Ahead to 2024 | 49 | | What Guides Our Program | 51 | | Our Compensation Philosophy | 51 | | How We Stay Competitive | 53 | | How We Measure Performance | 55 | | 2023 Executive Compensation in Detail | 57 | | Base Salaries | 57 | | Annual Incentive Compensation | 57 | | Long Term Incentive Compensation | 66 | | Other Practices, Policies & Guidelines | 70 | | Stock Ownership Requirements | 70 | | Compensation Recoupment Policy and Plan Terms | 70 | | Pledging Policy | 70 | | Hedging Policy | 71 | | General Benefits | 71 | | Perquisites | 71 | | Severance Benefits | 72 | | Regulatory Considerations | 73 | | Risk Considerations | 73 |

  30. Director Compensation Table

    | 44 | Fortive Corporation 2024 Proxy Statement |

  31. Director Compensation Table

    COMPENSATION DISCUSSION AND ANALYSIS

  32. 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 2023. Executive Summary The Compensation Committee uses a rigorous, ongoing process to align executive pay with long-term value creation for shareholders and all stakeholders. This ensures our compensation programs reflect both our company strategy and executive performance. |

  33. Director Compensation Table

    Our Continued Focus on Pay-for-Performance:

  34. Director Compensation Table

    | Over the past five years, Fortive has made significant strides, doubling core growth since 2019, and delivering mid-teens EPS growth and 50% more free cash flow per dollar of revenue. In 2023, our portfolio outperformed guidance and investor expectations across all key financial metrics, including 5% normalized core revenue growth, 9% software annual recurring revenue growth, adjusted gross margin of 59.5%, adjusted operating profit margin of 25.9%, adjusted earnings per share growth of 9%, and free cash flow of $1.25 billion. Our focus on the Fortive Business System (“FBS”) resulted in record participation in Kaizen events, leading to significant improvements in productivity, price realization, New Product Introductions (“NPI”), and lead-time conversion in every segment. Our free cash flow generation funded accretive capital deployment, including bolt-on acquisitions and a 14% increase in our dividend. We also bought back shares to enhance shareholder returns. Our strong financial performance, including the sustainability of core growth and the acceleration in capital returns, was reflected in our 2023 stock price performance, outperforming the S&P 500 on an equal weight basis with ranking at the 57% percentile in the S&P 500. | | To ensure pay reflects performance outcomes, we align our executives’ financial and strategic goals to these expectations. For instance, 92% of the CEO’s 2023 total target annual compensation is performance-based and 77% is granted in equity. On average, 88% of the other NEOs’ 2023 total target annual compensation is performance-based and 71% is granted in equity. We regularly communicate and listen to our shareholders. In response to a lower level of support for the last year’s say-on-pay vote, we undertook an extensive shareholder engagement effort in 2023. We identify in this CD&A the major themes we heard from our shareholders as well as our responsive actions. Over the last 3 years, Fortive has progressively improved its relative TSR ranking in the S&P 500, and in the first 2 months of 2024, Fortive is currently at the 94th percentile (see “Fortive’s Annual TSR Ranking Compared to the S&P 500” below). In summary, our programs are designed to ensure the actual pay realized by our executives reflects the shareholder experience. We have taken further actions to strengthen and improve our executive compensation programs to ensure strong alignment with our performance, business strategy and shareholders. |

  35. Director Compensation Table

    | * Core Revenue Growth (“Core Growth”), Adjusted Operating Profit, Adjusted Earnings Per Share (“Adjusted EPS”), and Free Cash Flow 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 B. |

  36. Director Compensation Table

    | +4% Total Revenue Growth | | +5% Core Growth | | +16% EPS | | +9% Adj. EPS | | +15% Operating Profit | | +11% Adj. Operating Profit |

  37. Director Compensation Table

    | Fortive Corporation 2024 Proxy Statement | 45 |

  38. 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:

  39. 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 for incremental RSUs | | | | Stock Options | 4-years 50% vesting in years 3 and 4 | • Stock Price | |

  40. 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 2023 executive compensation program, the Compensation Committee worked with Pearl Meyer to assess the competitiveness of our executive compensation practices using the peer group of companies listed below. In assessing the composition of the peer group, the Compensation Committee considered:

  41. How We Stay Competitive

    | • | Companies with similar revenue and market capitalization, an enterprise value/revenue ratio of at least 2x, and strong operating margin and long-term TSR results, and |

  42. How We Stay Competitive

    The Compensation Committee avoids relying solely on peer group data or compensation surveys when determining executive officer compensation. Additionally, rather than strictly benchmarking against a specific market positioning, we consider our diverse business mix, individual performance, succession planning, and complexity of role to establish meaningful compensation.

  43. Looking Ahead to 2024

    Looking Ahead to 2024 In the third quarter of 2023, based on shareholder feedback and following our annual process to ensure the composition of the peer group supports our objectives, the Compensation Committee worked with Pearl Meyer to identify changes to the peer group. Specifically, the Compensation Committee removed two of our larger peers, Danaher and 3M. We believe the resulting group of 15 peers better aligns with our current portfolio mix, size (based on revenues and market capitalization) and talent market.

  44. 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 relative to the S&P 500 index so that a target payout is dependent on outperforming the market index. |

  45. 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:

  46. A Closer Look at Our Financial Performance Measures

    | MEASURE(1) | ANNUAL INCENTIVES | LONG-TERM INCENTIVES | RATIONALE | | Adjusted EPS | | | Adjusted EPS reflects our ability to generate profits for our shareholders, 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 2023 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. We set our 2023 financial target for FCF at the initial 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 relative to the S&P 500 index 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 2023 financial target for Adjusted EBITDA Margin at the high-end of 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 and 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 financial target for Core Revenue Growth at the high-end of guidance provided to shareholders. |

  47. A Closer Look at Our Financial Performance Measures

    | Fortive Corporation 2024 Proxy Statement | 55 |

  48. A Closer Look at Our Financial Performance Measures

    | MEASURE(1) | ANNUAL INCENTIVES | LONG-TERM INCENTIVES | RATIONALE | | | | | 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. | | | | | 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. | | | | | Why Was the Core Revenue Growth target in 2023 lower than the 2022 target and results? • The chart below illustrates the fluctuation in our Core Revenue Growth rate, emphasizing the importance of setting annual financial targets based on prevailing market and economic conditions. Our target-setting methodology aligns Core Revenue Growth at or above the guidance shared with shareholders at the start of each year. This ensures that we reward outperformance relative to these expectations. While many companies use absolute revenue as a compensation metric, we use revenue growth rate to demonstrate improvement in revenue year over year, with any positive growth rate resulting in year over year increase in absolute revenue. Because we use a growth rate, we believe using a “prior year plus” target-setting approach is not sustainable over time, or suitable for incentive plan purposes. Our approach has consistently led to increased revenues year after year. See graph below: |

  49. 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 B. |

  50. A Closer Look at Our Financial Performance Measures

    | (2) “Adjusted EBITDA Margin” means the ratio of Adjusted EBITDA to Net Revenue. |

  51. A Closer Look at Our Financial Performance Measures

    | 56 | Fortive Corporation 2024 Proxy Statement |

  52. A Closer Look at Our Financial Performance Measures

    2023 Executive Compensation in Detail

  53. Base Salaries

    | • | Messrs. Lico and Soroye’s base salaries were maintained at the same level as in the prior year given strong alignment to market benchmarks. |

  54. Annual Incentive Compensation

    Annual Incentive Compensation

  55. THE 2023 ANNUAL INCENTIVE COMPENSATION FORMULA

    THE 2023 ANNUAL INCENTIVE COMPENSATION FORMULA

  56. THE 2023 ANNUAL INCENTIVE COMPENSATION FORMULA

    | Base Salary ($) | × | Target Award Opportunity (%) | × | Composite Performance Factor | | | = | Actual Incentive Payout | | | | | | Fortive Company Performance (60%) | + | Strategic Performance (40%) | | |

  57. THE 2023 ANNUAL INCENTIVE COMPENSATION FORMULA

    | Fortive Corporation 2024 Proxy Statement | 57 |

  58. THE 2023 ANNUAL INCENTIVE COMPENSATION FORMULA

    The graphic below describes the 2023 Annual Incentive Compensation components:

  59. 2023 Company Performance Factor Determination

    2023 Company Performance Factor Determination For 2023, 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 2023 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.

  60. 2023 Company Performance Factor Determination

    | | | | 2023 PERFORMANCE MEASURES & RESULTS | | | | PAYOUT LEVEL | % OF TARGET | ACTUAL | ADJUSTED EPS | FCF CONVERSION RATIO | CORE REVENUE GROWTH | | Maximum | 200% | | $3.66 | 115% | 7.0% | | Target | 100% | | $3.33 | 105% | 5.0% | | Threshold | 50% | (0% for Core Revenue Growth) | $3.00 | 90% | 3.5% | | | | Actual Results | $3.43 | 102% | 4.8% | | | | Payout % (Before Weighting) | 130.3% | 90.0% | 86.7% | | | | Weighting of Measure | 60% | 20% | 20% | | | | Weighted Payout | 78.2% | 18.0% | 17.3% | | | Final Company Performance Factor | | | 113.5% | |

  61. JAMES A. LICO

    | FORTIVE VALUE | WGT. | GOAL | 2023 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: • All C-suite roles with enhanced succession depth and strength. • 73% of People Leader roles filled internally. | 30% | | | | Talent Retention: Decrease voluntary turnover. | Year-over-year reduction in voluntary turnover: • Voluntary turnover reduced by 430 bps. | | | | | Employee Experience: Improve engagement. | Improvement in employee experience: • Engagement index at 78% (at norm benchmark). • Inclusion & belonging index 82% (top quartile vs. benchmark). • People leader effectiveness 85% (top quartile vs. benchmark). | | | Customer Success | 20% | AI /Automation: Deliver more value to customers by leveraging AI and automation. | • 20%+ year-over-year acceleration in software development time across our OpCos. • Expanded Fort capabilities for software, data and AI, to further support digital transformation and drive innovation. | 20% | | | | Sustainability: Accelerate products that have a positive impact in the world. | 60% of our revenues now positively impact climate, health, and safety and align to the UN Sustainable Development Goals. | | | Kaizen | 20% | Kaizen Activity: Increase sponsorship and impact in 2023. | Record participation in Kaizen events, including our largest ever CEO Kaizen week. Results include: • An average 50% lead time conversion improvements year-over-year. • Improving On Time Delivery +160 bps. | 30% | | | | FBS: Successfully deploy Lean Portfolio Management to increase New Product Introductions (“NPI”). | Significant innovation from Lean Product Management (“LPM”): • 33% increase year-over-year in our revenue attainment on new product launches. | | | Shareholders | 40% | Deliver Financials*: Meet or beat guidance provided to shareholders and outperform our peers. | • Outperformed the S&P 500 on an equal weight basis with ranking 57th percentile in the S&P 500. • Core revenue growth was 5%, exceeding our initial outlook of 4%. • Adjusted gross margins expanded by 180bps to 59.5%. • Adjusted operating profit grew 11%, and margins expanded by 160 bps. • Adjusted EPS of $3.43 grew 9%; and we delivered on our FCF forecast of $1.25 billion (32% growth on two-year stack). | 40% | | | | Portfolio Evolution: Strategic investments aligned secular growth trends. | • Signed five acquisitions in 2023 including the EA Elektro-Automatik Group, a $1.72 billion deal. | | | TOTAL STRATEGIC PERFORMANCE FACTOR | | | | 120% |

  62. CHARLES E. MCLAUGHLIN

    | FORTIVE VALUE | WGT. | GOAL | 2023 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% | | Kaizen | 20% | FBS: Leverage FBS tools to enhance financial rigor, capability and efficiency across our OpCo Finance teams. | Year-on-year use case improvements leveraging FBS tools. • Transactional process improvements leading to productivity savings. • Achieved a best in class Working Capital as a percent of revenue. | 20% | | Shareholders | 40% | Deliver Financials*: Meet or beat guidance provided to shareholders and outperform our peers. | • Outperformed the S&P 500 on an equal weight basis with ranking 57th percentile in the S&P 500. • Core revenue growth was 5%, exceeding our initial outlook of 4%. • Adjusted gross margins expanded by 180bps to 59.5%. • Adjusted operating profit grew 11%, and margins expanded by 160 bps. • Adjusted EPS of $3.43 grew 9%; and we delivered on our FCF forecast of $1.25 billion (32% growth on two-year stack). | 40% | | | | Portfolio Evolution: Strategic investments aligned secular growth trends. | • Signed five acquisitions in 2023 including the EA Elektro-Automatik Group, a $1.72 billion deal. | | | Shareholders | 20% | Investor Relations: Enhance IR and communications to create better understanding of Fortive and our financial strategy. | Enhanced IR strategy including an updated 5-year plan and commitment that simplified and clarified our strategic message and direction: • Held a successful Investor Day in May 2023. • Two top investors established significant positions in Fortive Stock. | 40% | | TOTAL STRATEGIC PERFORMANCE FACTOR | | | | 120% |

  63. TAMARA NEWCOMBE

    | FORTIVE VALUES | 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 progress in employee turnover, engagement, and leadership development: • Accelerated the ramp-up of new leaders. • Improved turnover by 300bps year-on-year in AHS Segment. • Improved turnover year-on-year in PT Segment. • Increased leadership funnels, succession and hired key talent into critical roles across the Advance Healthcare Solutions (“AHS”) and Precision Technologies (“PT”) segments. | 30% | | Customer Success | 20% | Innovation: Evolve segment strategies to drive customer-led progress and innovation. | Year-over-year progress against segment market strategies: • Signed the EA Elektro-Automatik Group, a $1.72 billion deal. • LPM ”Dream and Deliver” phases executed for products for PT. • Accelerated execution of prioritized program lists and an innovation flywheel in AHS. | 30% | | Kaizen | 20% | FBS: Enhance FBS culture and capability across the segments through increased Kaizen events, results and sustainment. | Record level of Kaizen activity leading to process and product enhancements: • Significant sustainment achieved from the results of Kaizen events across the OpCos leading to improvement of commercially sensitive KPIs in our businesses. • Held high-impact Presidents Kaizens in each OpCo with significant benefits to FBS culture and business performance. • Increased the number of FBS champions across the segment. | 20% | | Shareholders | 40% | Segment Financials*: Year-over-year improvement of core growth, core operating 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, including: • Core revenue growth for PT was 5% (high-teens on two-year stack), and 2% for AHS. • Adjusted gross margins expanded by 170 bps to 26.5% for PT, and 10 bps to 22.9% for AHS. | 40% | | TOTAL STRATEGIC PERFORMANCE FACTOR | | | | 120% |

  64. 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: • Increasing engagement over the past two surveys of 1pts and 2 pts in Q3 and Q4, respectively. • Improved turnover by 400bps across the IOS segment. • Inclusion and belonging score up 2 pts year-on-year to over 80%. • Increased leadership funnels, succession and hired key talent into critical roles across IOS. | 35% | | Customer Success | 20% | Innovation: Evolve segment strategies to drive customer-led progress and innovation. | Year-over-year progress against segment market strategies: • Four bolt-on acquisitions completed to accelerate our growth strategy. • Significant improvement in “on-time delivery”. • LPM maturity and product innovation engine progression with most OpCos expanding new product funnel by >50%. | 20% | | Kaizen | 20% | FBS: Enhance FBS culture and capability across the segments through increased Kaizen events, results and sustainment. | Record level of Kaizen activity leading to process and product enhancements: • Significant sustainment achieved from the results of over 100 Kaizen events across the OpCos leading to improvement of commercially sensitive KPIs in our businesses. • Held high-impact Presidents Kaizens in each OpCo with significant benefits to FBS culture and business performance. • Increased the number of FBS champions across the segment. | 35% | | Shareholders | 40% | Segment Financials*: Year-over-year improvement of core growth, core operating 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, including: • Core revenue growth was 6%. • Adjusted gross margins expanded by 310 bps to 32.4%. | 40% | | TOTAL STRATEGIC PERFORMANCE FACTOR | | | | 130% |

  65. STACEY WALKER

    | FORTIVE VALUE | WGT. | GOAL | 2023 PERFORMANCE | WGTD. PAYOUT | | Extraordinary Teams | 20% | 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: • Voluntary turnover reduced by 430 bps. • High potential talent identification increased by 230 bps. • 73% of People Leader roles filled internally. | 30% | | Customer Success | 20% | Brand: Deploy and scale the Fortive Corp brand, fusing individual OpCo identities. | Brand awareness improvements year-on-year: • LinkedIn Impressions increased >500% year-over-year. • 66% of impressions net new. • Social media content engagement rate is >2X industry benchmark. • Exceeded target of number of media placements by 90%. | 30% | | Kaizen | 20% | HR Transformation: Design and deploy a new HR Operating Model that improves efficiency and quality outcomes for our businesses. | New HR operating model design completed and business case approved (to be deployed over 2024): • Phase 1&2 successfully completed on time and within budget. • Improve efficiencies by 20%. | 20% | | Shareholders | 40% | Leadership: Year-on-year improvement of leadership talent funnels to ensure continued value creation for shareholders. | Significant progress on securing and developing leaders across Fortive: • All C-suite roles with enhanced succession depth and strength. • President/ Segment funnels increased year-over-year. • Management turnover decreased by 34% year-over-year. | 45% | | TOTAL STRATEGIC PERFORMANCE FACTOR | | | | 125% |

  66. 2023 Annual Incentive Award Payouts

    2023 Annual Incentive Award Payouts Based on the results described above, the Compensation Committee approved annual incentive awards to the NEOs for 2023 performance as follows:

  67. 2023 Annual Incentive Award Payouts

    | EXECUTIVE OFFICER | 2023 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 | 116.1% | $2,757,375 | | Charles E. McLaughlin | $760,000 | 130% | $988,000 | 116.1% | $1,147,068 | | Tamara Newcombe | $725,000 | 150% | $1,087,500 | 116.1% | $1,262,588 | | Olumide Soroye | $750,000 | 150% | $1,125,000 | 120.1% | $1,351,125 | | Stacey Walker | $625,000 | 85% | $531,250 | 118.1% | $627,406 |

  68. 2023 Annual Incentive Award Payouts

    | Fortive Corporation 2024 Proxy Statement | 65 |

  69. 2023 Annual Incentive Award Payouts

    | Long Term Incentive Compensation 2023 Annual Equity Award Mix Long-term incentive compensation is designed to promote a balanced focus on driving performance, retaining talent, and aligning the interests of our NEOs with those of our shareholders. For 2023, the Compensation Committee granted long-term incentive awards using the following mix of equity vehicles: | |

  70. 2023 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 |

  71. 2023 Target Award Values

    | EXECUTIVE OFFICER | 2023 PSUs (AT TARGET) | 2023 RSUs | 2023 STOCK OPTIONS | 2023 TOTAL TARGET VALUE(1) | 2022 TOTAL TARGET VALUE(1) | YEAR OVER YEAR INCREASE IN PERCENTAGE (%) | | James A. Lico | $6,250,000 | $3,125,000 | $3,125,000 | $12,500,000 | $12,000,000 | 4% | | Charles E. McLaughlin | $2,200,000 | $1,100,000 | $1,100,000 | $4,400,000 | $3,750,000 | 17% | | Tamara Newcombe | $2,000,000 | $1,000,000 | $1,000,000 | $4,000,000 | $1,600,000 | 150% | | Olumide Soroye | $2,500,000 | $1,250,000 | $1,250,000 | $5,000,000 | $4,500,000 | 11% | | Stacey Walker | $1,125,000 | $562,500 | $562,500 | $2,250,000 | $1,900,000 | 18% |

  72. 2023 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 2023 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 2023 Grants of Plan-Based Awards.” |

  73. 2023 PSU Performance Measures

    2023 PSU Performance Measures The actual payout for the PSU awards granted in 2023 will be based on the following performance measures over a three-year period:

  74. 2023 PSU Performance Measures

    | • 60% on relative Total Shareholder Return (“rTSR Percentile PSUs”), and | | • 40% on absolute Core Revenue Growth (“Core Revenue Growth PSUs”). |

  75. 2023 PSU Performance Measures

    | rTSR Percentile PSUs (60%) |

  76. 2023 PSU Performance Measures

    | 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 |

  77. 2023 PSU Performance Measures

    | (1) 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), and, for 2023, if Fortive’s absolute TSR performance for the period were positive, then a minimum of 25% of the target PSUs would vest. |

  78. 2023 PSU Performance Measures

    Looking ahead to 2024: In response to shareholder feedback, the Compensation Committee approved the following long-term incentives design changes:

  79. 2023 PSU Performance Measures

    | • | Eliminated the ability to earn a payout of 25% of target PSUs if absolute TSR performance is positive, but relative performance is below threshold, |

  80. 2023 PSU Performance Measures

    | • | Adjusted the relative TSR threshold performance level from the 35th percentile to the 25th percentile; and |

  81. 2023 PSU Performance Measures

    | • | Lowered the potential award payout at threshold from 50% to 25% of target. |

  82. 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. The 2023 PSU Core Revenue Growth Performance Goal was used to establish performance goals for (i) year 1 of the 2023 PSUs, and (ii) year 2 of the 2022 PSUs as shown below.

  83. Core Revenue Growth PSUs (40%)

    | PAYOUT LEVEL | % OF TARGET | 2023 CORE REVENUE GROWTH PERFORMANCE GOAL(2) | | Maximum | 200% | 7.0% | | Target (1) | 100% | 5.0% | | Threshold | 0% | 3.5% |

  84. Core Revenue Growth PSUs (40%)

    | (1) Based on the high end of the initial 2023 Core Revenue Growth guidance. |

  85. Core Revenue Growth PSUs (40%)

    | (2) 2023 target: the annual Core Revenue Growth Performance Goal will be reestablished in 2024 and 2025 and the result averaged. |

  86. Core Revenue Growth PSUs (40%)

    | Fortive Corporation 2024 Proxy Statement | 67 |

  87. Core Revenue Growth PSUs (40%)

    The 2023 PSU Core Revenue Growth Performance Goal was used to establish performance goals for (i) year 1 of the 2023 PSUs, and (ii) year 2 of the 2022 PSUs as shown below. Based on the actual performance of 4.8% in 2023, Core Revenue Growth performance was 86.7% of target. The final performance results for the 2023 Core Revenue Growth PSUs will be based on the average of the Core Revenue Growth performance results for 2023, 2024 and 2025. 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 “A Closer Look at Our Financial Performance Measures” section above.

  88. 2021 PSUs Earned for 2021-2023 Performance

    2021 PSUs Earned for 2021-2023 Performance The 2021 PSU payout was determined entirely by rTSR performance over the corresponding three-year performance period (the rTSR payout ranges and goals for the 2021 PSUs was the same as for the 2023 PSUs as stated under the “2023 PSU Performance Measures — rTSR Percentile PSUs” section above). Our rTSR ranking for the 2021-2023 performance period was at the 34.71 percentile, narrowly missing the threshold payout level. Given our absolute TSR for the 2021-2023 performance period was positive at 6.76%, the NEOs earned 25% of their target PSUs as follows:

  89. 2021 PSUs Earned for 2021-2023 Performance

    | EXECUTIVE OFFICER | TARGET SHARES | SHARES EARNED | | James A. Lico | 61,985 | 15,496 | | Charles E. McLaughlin | 19,370 | 4,843 | | Tamara Newcombe(1) | N/A | N/A | | Olumide Soroye | 56,800 | 14,200 | | Stacey Walker | 9,300 | 2,325 |

  90. 2021 PSUs Earned for 2021-2023 Performance

    | (1) Ms. Newcombe did not receive PSU grants in 2021. |

  91. 2021 PSUs Earned for 2021-2023 Performance

    The above shares earned by the NEOs under the 2021 PSUs are subject to an additional one-year holding period following the end of the performance period.

  92. 2023 RSU Performance Measure and Results

    2023 RSU Performance Measure and Results

  93. 2023 RSU Performance Measure and Results

    | Our executive officers received Restricted Stock Units (RSUs) in 2023. 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 2023, 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 2023 based on our high-end guidance, 27%. We exceeded this target by achieving an actual Adjusted EBITDA margin of 27.3%, and our NEOs earned 25% of the incremental RSUs for their 2023 outperformance. | Adj. EBITDA Margin performance goals were set at the high-end of 2023 investor guidance |

  94. 2023 RSU Performance Measure and Results

    | 68 | Fortive Corporation 2024 Proxy Statement |

  95. 2023 RSU Performance Measure and Results

    | PAYOUT LEVEL | INCREMENTAL RSUs OPPORTUNITY (% OF BASE RSUs) | ADJUSTED EBITDA MARGIN 2023 PERFORMANCE GOALS | | Maximum | 50% | ≥27.8% | | Threshold | 10% | ≥27.0% |

  96. 2023 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. |

  97. 2023 RSU Performance Measure and Results

    | (2) The incremental RSUs were determined by linear interpolation between 10% and 50% of the base RSUs for adjusted EBITDA margin between 27.0% and 27.8% (with 50% maximum incremental performance-based RSUs for EBITDA Margin at or above 27.8%). No incremental performance-based RSUs are payable for adjusted EBITDA margin below 27.0%. |

  98. 2023 RSU Performance Measure and Results

    Our Adjusted EBITDA margin for 2023 was 27.3. As a result, the NEOs earned an additional 25% of their base RSUs as follows:

  99. 2023 RSU Performance Measure and Results

    | EXECUTIVE OFFICER | BASE RSUs GRANTED | INCREMENTAL RSUS EARNED | | James A. Lico | 45,945 | 11,486 | | Charles E. McLaughlin | 16,175 | 4,044 | | Tamara Newcombe | 14,705 | 3,677 | | Olumide Soroye | 18,380 | 4,595 | | Stacey Walker | 8,270 | 2,068 |

  100. 2023 RSU Performance Measure and Results

    | Fortive Corporation 2024 Proxy Statement | 69 |

  101. 2023 RSU Performance Measure and Results

    Other Practices, Policies & Guidelines

  102. Compensation Recoupment Policy and Plan Terms

    Compensation Recoupment Policy and Plan Terms The Compensation Committee has adopted a recoupment 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 recoupment 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.

  103. 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:

  104. Severance Benefits

    | • | 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; |

  105. Severance Benefits

    | • | sale of all or substantially all assets of Fortive, or |

  106. Severance Benefits

    | • | 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. |

  107. Severance Benefits

    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:

  108. 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 actual performance against performance targets | Same | | Health Benefits | 24 months | 12 months | | 280G Excise Tax | No tax gross up | Same |

  109. 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:

  110. 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 |

  111. Severance Benefits

    | 72 | Fortive Corporation 2024 Proxy Statement |

  112. 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.

  113. 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:

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

    | • | 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 |

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

    | • | The policy applies only to equity awards granted to Mr. Lico during or after 2022; and |

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

    | • | The policy would not provide for any acceleration of payment or waiver of any performance-based vesting requirements. |

  117. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  118. 2023 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 | 2023 | $1,250,000 | — | $9,617,124 | $3,608,064 | $2,757,375 | — | $576,601 | $17,659,164 | | President and Chief | 2022 | $1,250,000 | — | $8,535,920 | $2,837,891 | $3,460,145 | — | $527,234 | $16,611,190 | | Executive Officer | 2021 | $1,207,887 | — | $7,891,487 | $3,865,747 | $3,139,750 | — | $493,848 | $16,598,719 | | Charles E. | 2023 | $749,904 | — | $3,385,489 | $1,270,080 | $1,147,068 | — | $254,232 | $6,769,609 | | McLaughlin | 2022 | $725,000 | — | $2,667,497 | $886,943 | $1,320,319 | — | $185,491 | $5,785,250 | | Senior Vice President and Chief Financial Officer | 2021 | $717,982 | — | $2,466,193 | $1,208,046 | $1,198,063 | — | $201,961 | $5,792,245 | | Tamara Newcombe | 2023 | $681,731 | — | $3,077,780 | $1,154,736 | $1,262,588 | — | $98,746 | $6,275,581 | | President and CEO of Precision Technologies and Advanced Healthcare Solutions | | | | | | | | | | | Olumide Soroye | 2023 | $750,006 | — | $3,847,053 | $1,443,226 | $1,351,125 | — | $152,766 | $7,544,176 | | President and CEO of | 2022 | $750,006 | — | $3,201,245 | $1,064,209 | $1,594,016 | — | $197,614 | $6,807,090 | | Intelligent Operating Solutions | 2021 | $274,041 | — | $7,748,360 | $3,867,986 | $1,374,750 | — | $53,356 | $13,318,493 | | Stacey Walker | 2023 | $617,788 | — | $1,731,126 | $649,555 | $627,406 | — | $171,384 | $3,797,259 | | Senior Vice President | 2022 | $600,000 | — | $1,351,663 | $449,319 | $753,221 | — | $129,648 | $3,283,851 | | and Chief Human Resource Officer | 2021 | $592,985 | — | $1,183,194 | $579,944 | $684,420 | — | $97,173 | $3,137,716 |

  119. 2023 Summary Compensation Table

    | (1) Includes amounts deferred into our EDIP. See the “2023 Nonqualified Deferred Compensation” table below for more information regarding amounts that each of our NEOs deferred during 2023. |

  120. 2023 Summary Compensation Table

    | (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 2023 equals the aggregate grant date fair value of all PSUs and RSUs that we granted during 2023. 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 – $13,194,318; Mr. McLaughlin – $4,644,613; Ms. Newcombe – $4,222,440; Mr. Soroye – $5,277,871; and Ms. Walker – $2,375,078. 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 times 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 2023, 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 – $4,529,947; Mr. McLaughlin – $1,594,774; Ms. Newcombe – $1,449,839; Mr. Soroye – $1,812,176; and Ms. Walker – $815,381. The actual number of shares of RSUs granted for 2023, based on the actual level of performance achieved in 2023, was 125% 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 2023. |

  121. 2023 Summary Compensation Table

    | (3) The amounts set forth in this column reflect compensation earned during the corresponding fiscal year under the Company’s Executive Incentive Compensation Plan. |

  122. 2023 Summary Compensation Table

    | (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. |

  123. 2023 Summary Compensation Table

    | Fortive Corporation 2024 Proxy Statement | 75 |

  124. 2023 Summary Compensation Table

    | (5) The amounts set forth in this column for 2023 include the following benefits: |

  125. 2023 Summary Compensation Table

    | NAME | 2023 COMPANY 401(K) CONTRIBUTIONS ($) | 2023 COMPANY EDIP CONTRIBUTIONS ($) | PERSONAL USE OF COMPANY AIRPLANE ($) | EXECUTIVE PHYSICAL ($) | TAX/FINANCIAL PLANNING ($) | TICKETS TO SPORTING EVENTS ($) | | James A. Lico | $23,196 | $362,500 | $150,000 | — | $10,000 | $30,905 | | Charles E. McLaughlin | $23,196 | $163,125 | $37,164 | — | $10,000 | $20,747 | | Tamara Newcombe | $23,196 | $65,550 | — | — | $10,000 | — | | Olumide Soroye | $23,196 | $112,501 | — | — | $10,000 | $7,069 | | Stacey Walker | $23,196 | $66,600 | — | $3,000 | $10,000 | $68,588 |

  126. 2023 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 times 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 limits. |

  127. 2023 Summary Compensation Table

    | 76 | Fortive Corporation 2024 Proxy Statement |

  128. Grants of Plan-Based Awards for Fiscal 2023

    Grants of Plan-Based Awards for Fiscal 2023

  129. Grants of Plan-Based Awards for Fiscal 2023

    | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)(3) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | NAME | GRANT DATE | AWARD TYPE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | James A. Lico | — | Annual Cash Incentive | $1,187,500 | $2,375,000 | $4,750,000 | — | — | — | — | — | — | — | | | 2/27/2023 | Stock Option | — | — | — | — | — | — | — | 139,200 | $66.62 | $3,608,064 | | | 2/27/2023 | RSU | — | — | — | 45,945 | 45,945 | 68,918 | — | — | — | $3,019,965 | | | 2/27/2023 | PSU | — | — | — | 27,566 | 91,885 | 183,770 | — | — | — | $6,597,159 | | Charles E. McLaughlin | — | Annual Cash Incentive | $494,000 | $988,000 | $1,976,000 | — | — | — | — | — | — | — | | | 2/27/2023 | Stock Option | — | — | — | — | — | — | — | 49,000 | $66.62 | $1,270,080 | | | 2/27/2023 | RSU | — | — | — | 16,175 | 16,175 | 24,263 | — | — | — | $1,063,183 | | | 2/27/2023 | PSU | — | — | — | 9,704 | 32,345 | 64,690 | — | — | — | $2,322,306 | | Tamara Newcombe | — | Annual Cash Incentive | $543,750 | $1,087,500 | $2,175,000 | — | — | — | — | — | — | — | | | 2/27/2023 | Stock Option | — | — | — | — | — | — | — | 44,550 | $66.62 | $1,154,736 | | | 2/27/2023 | RSU | — | — | — | 14,705 | 14,705 | 22,058 | — | — | — | $966,560 | | | 2/27/2023 | PSU | — | — | — | 8,822 | 29,405 | 58,810 | — | — | — | $2,111,220 | | Olumide Soroye | — | Annual Cash Incentive | $562,500 | $1,125,000 | $2,250,000 | — | — | — | — | — | — | — | | | 2/27/2023 | Stock Option | — | — | — | — | — | — | — | 55,680 | $66.62 | $1,443,226 | | | 2/27/2023 | RSU | — | — | — | 18,380 | 18,380 | 27,570 | — | — | — | $1,208,117 | | | 2/27/2023 | PSU | — | — | — | 11,027 | 36,755 | 73,510 | — | — | — | $2,638,935 | | Stacey Walker | — | Annual Cash Incentive | $265,625 | $531,250 | $1,062,500 | — | — | — | — | — | — | — | | | 2/27/2023 | Stock Option | — | — | — | — | — | — | — | 25,060 | $66.62 | $649,555 | | | 2/27/2023 | RSU | — | — | — | 8,270 | 8,270 | 12,405 | — | — | — | $543,587 | | | 2/27/2023 | PSU | — | — | — | 4,962 | 16,540 | 33,080 | — | — | — | $1,187,539 |

  130. Grants of Plan-Based Awards for Fiscal 2023

    | (1) These columns relate to 2023 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 2023 appears in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  131. Grants of Plan-Based Awards for Fiscal 2023

    | (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.” |

  132. Grants of Plan-Based Awards for Fiscal 2023

    | (3) 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.” |

  133. Grants of Plan-Based Awards for Fiscal 2023

    | Fortive Corporation 2024 Proxy Statement | 77 |

  134. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the number of securities underlying outstanding equity awards for each of our NEOs as of December 31, 2023.

  135. Outstanding Equity Awards at 2023 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) | | James A. Lico | 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 | — | 187,840(2) | $67.64 | 2/24/2031 | — | — | — | — | | | 2/20/2020 | — | 260,248(2) | $63.85 | 2/20/2030 | — | — | — | — | | | 2/25/2019 | 117,699 | 117,699(2) | $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 | — | — | — | — | | | 5/15/2014 | 104,480 | — | $30.42 | 5/15/2024 | — | — | — | — | | | 2/24/2014 | 131,525 | — | $31.07 | 2/24/2024 | — | — | — | — | | | — | — | — | — | — | 248,511(3) | $18,297,883 | 366,400(4) | $26,978,032 | | Charles E. McLaughlin | 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 | — | 58,700(5) | $67.64 | 2/24/2031 | — | — | — | — | | | 2/20/2020 | 24,841 | 49,684(5) | $63.85 | 2/20/2030 | — | — | — | — | | | 2/25/2019 | 41,592 | 20,796(5) | $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 | — | — | — | — | | | 7/15/2014 | 14,816 | — | $31.75 | 7/15/2024 | — | — | — | — | | | — | — | — | — | — | 71,668(7) | $5,276,896 | 121,760(4) | $8,965,189 | | Tamara Newcombe | 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 | — | 19,840(5) | $78.03 | 11/15/2031 | — | — | — | — | | | 2/24/2021 | 11,185 | 11,185(5) | $67.64 | 2/24/2031 | — | — | — | — | | | 2/20/2020 | 11,358 | 7,573(6) | $63.85 | 2/20/2030 | — | — | — | — | | | 5/15/2019 | 7,135 | 3,569(5) | $67.65 | 5/15/2029 | — | — | — | — | | | 2/25/2019 | 11,304 | 2,828(6) | $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 | — | — | — | — | | | — | — | — | — | — | 39,313(8) | $2,894,635 | 83,160(4) | $6,123,071 |

  136. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 78 | Fortive Corporation 2024 Proxy Statement |

  137. Outstanding Equity Awards at 2023 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 | 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 | — | 172,140(5) | $74.36 | 8/25/2031 | — | — | — | — | | | — | | — | — | — | 88,785(9) | $6,537,240 | 142,000(4) | $10,455,460 | | Stacey Walker | 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 | — | 28,180(5) | $67.64 | 2/24/2031 | — | — | — | — | | | 2/20/2020 | 19,715 | 39,437(5) | $63.85 | 2/20/2030 | — | — | — | — | | | 2/25/2019 | 21,578 | 10,789(5) | $67.85 | 2/25/2029 | — | — | — | — | | | 2/22/2018 | 30,587 | — | $63.76 | 2/22/2028 | — | — | — | — | | | 2/23/2017 | 32,234 | — | $47.61 | 2/23/2027 | — | — | — | — | | | 2/24/2016 | 21,795 | — | $35.38 | 2/24/2026 | — | — | — | — | | | 7/15/2015 | 1,303 | — | $35.84 | 7/15/2025 | — | — | — | — | | | 11/15/2014 | 2,331 | — | $33.36 | 11/15/2024 | — | — | — | — | | | — | | — | — | — | 38,325(10) | $2,821,833 | 62,000(4) | $4,565,060 |

  138. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) We calculated market value based on the closing price of our common stock on December 29, 2023, the last trading day of the year, as reported on the NYSE ($73.63 per share), times the number of unvested shares. |

  139. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Under the terms of the award, 50% 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. |

  140. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Includes 57,431 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); 79,695 RSUs granted on 2/24/2021 (inclusive of incremental RSUs earned in 2021); 46,302 RSUs granted on 2/20/2020 (inclusive of the incremental RSUs earned in 2020); and 19,423 RSUs granted on 2/25/2019 (no incremental RSUs were earned in 2019). 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. |

  141. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Includes, for the applicable NEO, the following PSU grants: |

  142. Outstanding Equity Awards at 2023 Fiscal Year-End

    | NAME | TARGET PSUS GRANTED IN 2023 (“2023 PSUS”) | TARGET PSUS GRANTED IN 2022 (“2022 PSUS”) | | James A. Lico | 91,885 | 91,315 | | Charles E. McLaughlin | 32,345 | 28,535 | | Tamara Newcombe | 29,405 | 12,175 | | Olumide Soroye | 36,755 | 34,245 | | Stacey Walker | 16,540 | 14,460 |

  143. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Target PSUs granted in 2022 with respect to Mr. Lico, Mr. McLaughlin, Ms. Newcombe, and Ms. Walker were granted on 2/28/2022. As of 12/31/23, actual performance with respect to the 2022 PSUs was trending above target, so the number of shares reported in the Outstanding Equity Awards at Fiscal 2023 Year End table with respect to the 2022 PSUs is the number of shares that would be earned assuming maximum performance is achieved, pursuant to SEC requirements. As of 12/31/23, actual performance with respect to the 2023 PSUs was trending above target, so the number of shares reported in the Outstanding Equity Awards at Fiscal 2023 Year End table with respect to the 2023 PSUs is the number of shares that would be earned assuming maximum performance is achieved, pursuant to SEC requirements. The number of shares of common stock that vest pursuant to the 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 the TSR PSUs pay out at 200% for performance that equals or exceeds the 75th percentile, 50% for performance at the 35th percentile and zero percent for performance below the 35th percentile. 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, and if absolute TSR performance for the period is positive, a minimum of 25% of the target TSR PSUs will vest. 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 following the end of the three-year performance period. The total does not include PSUs that were granted on 2/24/2021 and vested on 2/26/2024 upon certification on the date thereof as having been earned at the three-year performance period ended 12/31/2023. |

  144. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Fortive Corporation 2024 Proxy Statement | 79 |

  145. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) 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, 50% of the options become exercisable on the third and fourth anniversaries of the grant date. |

  146. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) 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. |

  147. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) 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); 24,908 RSUs granted on 2/24/2021 (inclusive of the incremental RSUs earned in 2021); 8,839 RSUs granted on 2/20/2020 (inclusive of the incremental RSUs earned in 2020); and 3,432 RSUs granted on 2/25/2019 (no incremental RSUs were earned in 2019). With respect to awards granted on or after 2021, 50% 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. |

  148. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) Includes 18,381 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); 6,547 RSUs granted on 11/15/2021 (inclusive of the incremental RSUs earned in 2021); 3,690 RSUs granted on 2/24/2021 (inclusive of the incremental RSUs earned in 2021); 2,499 RSUs granted on 2/20/2020 (inclusive of the incremental RSUs earned in 2020); 1,177 RSUs granted on 5/15/2019 (no incremental RSUs were earned in 2019); and 929 RSUs granted on 2/25/2019 (no incremental RSUs were earned in 2019). With respect to awards granted in 2021, 50% 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 grant date. |

  149. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) 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 48,685 RSUs granted on 8/25/2021 (when Mr. Soroye joined Fortive). 50% of the awards vest on each of the third and fourth anniversary of the grant date. |

  150. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) 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); 11,955 RSUs granted on 2/24/2021 (inclusive of the incremental RSUs earned in 2021); 7,020 RSUs granted on 2/20/2020 (inclusive of the incremental RSUs earned in 2020); and 1,782 RSUs granted on 2/25/2019 (no incremental RSUs were earned in 2019. With respect to awards granted on or after 2021, 50% 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. |

  151. Option Exercises and Stock Vested During Fiscal 2023

    Option Exercises and Stock Vested During Fiscal 2023 The following table summarizes stock option exercises and the vesting of RSU and PSU awards with respect to our NEOs in 2023.

  152. Option Exercises and Stock Vested During Fiscal 2023

    | | 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 | 185,540 | $9,228,760 | 83,456 | $5,674,042 | | Charles E. McLaughlin | 16,911 | $835,359 | 23,079 | $1,228,811 | | Tamara Newcombe | — | — | 13,729 | $923,737 | | Olumide Soroye | — | — | — | — | | Stacey Walker | — | — | 13,264 | $910,521 |

  153. Option Exercises and Stock Vested During Fiscal 2023

    | (1) We calculated the amounts shown in this column by multiplying the number of shares acquired times the difference between the exercise price and the market price of the underlying common stock at the time of exercise. |

  154. Option Exercises and Stock Vested During Fiscal 2023

    | (2) We calculated the amounts shown in this column by multiplying the number of shares acquired times 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 fiscal year 2021-2023 performance, the closing price on December 29, 2023, the last day of the performance period, was used to calculate the value realized. |

  155. 2023 Pension Benefits

    2023 Pension Benefits None of our NEOs participated in a defined benefit pension plan during 2023.

  156. 2023 Pension Benefits

    | 80 | Fortive Corporation 2024 Proxy Statement |

  157. 2023 Nonqualified Deferred Compensation

    2023 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 2023.

  158. 2023 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 | $150,000 | $362,500 | $2,165,918 | $15,508,883 | | Charles E. McLaughlin | — | $163,125 | $249,512 | $1,917,513 | | Tamara Newcombe | — | $65,550 | $48,837 | $374,696 | | Olumide Soroye | — | $112,501 | $62,374 | $471,737 | | Stacey Walker | $100,000 | $66,600 | $228,244 | $1,471,946 |

  159. 2023 Nonqualified Deferred Compensation

    | (1) This column reflects the amount of base salary and non-equity incentive plan compensation that each NEO deferred in 2023 under our EDIP, as follows: |

  160. 2023 Nonqualified Deferred Compensation

    | NAME | SALARY | NON-EQUITY INCENTIVE PLAN COMPENSATION | | James A. Lico | — | $150,000 | | Charles E. McLaughlin | — | — | | Tamara Newcombe | — | — | | Olumide Soroye | — | — | | Stacey Walker | — | $100,000 |

  161. 2023 Nonqualified Deferred Compensation

    | All amounts set forth in the Non-Equity Incentive Plan Compensation column above were included as 2022 compensation under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for 2022. |

  162. 2023 Nonqualified Deferred Compensation

    | (2) We included the amounts set forth in this column as 2023 compensation under the “All Other Compensation” column in the Summary Compensation Table. |

  163. 2023 Nonqualified Deferred Compensation

    | (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. |

  164. 2023 Nonqualified Deferred Compensation

    | (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. |

  165. 2023 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 | $3,630,026 | | Charles E. McLaughlin | $722,428 | | Tamara Newcombe | $0 | | Olumide Soroye | $505,722 | | Stacey Walker | $489,899 |

  166. 2023 Nonqualified Deferred Compensation

    | Fortive Corporation 2024 Proxy Statement | 81 |

  167. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    Potential Payments Upon Termination or Change-in-Control as of 2023 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, 2023. 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 29, 2023, the last trading day of the year ($73.63 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.

  168. Potential Payments Upon Termination or Change-in-Control as of 2023 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) | $4,701,803 | $4,814,181 | $6,554,761 | $6,554,761 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $22,191,306 | $23,012,839 | $23,847,291 | $35,505,122 | | | 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) | $2,757,375 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | — | — | | | Total: | $32,210,970 | $27,827,020 | $30,402,052 | $51,745,369 | | Charles E. McLaughlin | Value of unvested stock options that would be accelerated(2),(3) | $1,120,472 | $1,685,096 | $1,685,096 | $1,685,096 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $6,494,400 | $10,887,963 | $7,021,774 | $10,887,963 | | | 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) | $1,147,068 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | — | — | | | Total: | $9,543,112 | $12,573,058 | $8,706,869 | $15,330,230 |

  169. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    | 82 | Fortive Corporation 2024 Proxy Statement |

  170. Potential Payments Upon Termination or Change-in-Control as of 2023 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) | $319,903 | — | $654,882 | $654,882 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $2,491,850 | — | $2,876,746 | $5,685,488 | | | 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) | $1,262,588 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | — | — | | | Total: | $4,820,513 | — | $3,531,628 | $9,261,542 | | Olumide Soroye | Value of unvested stock options that would be accelerated(2),(3) | $342,444 | — | $850,922 | $850,922 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $9,686,646 | — | $11,031,277 | $15,608,824 | | | 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) | $1,351,125 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | $302,403 | — | | | Total: | $12,157,888 | — | $12,184,602 | $19,487,419 | | Stacey Walker | Value of unvested stock options that would be accelerated(2),(3) | $682,879 | — | $986,995 | $986,995 | | | Value of unvested RSUs and PSUs that would be accelerated(2),(3) | $3,384,090 | — | $3,654,529 | $5,636,892 | | | Benefits continuation | $30,243 | — | — | $30,243 | | | Severance Payment | $625,000 | — | — | $1,156,250 | | | Target Annual Incentive Award(4) | — | — | — | $531,250 | | | Performance-Based Annual Incentive Award(4) | $627,406 | — | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | $337,687 | — | | | Total: | $5,349,618 | — | $4,979,211 | $8,341,630 |

  171. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    | (1) 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, as well as a description of the noncompetition and other post-closing covenants agreed to by our NEOs. 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. |

  172. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    | (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. |

  173. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    | (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). |

  174. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    | (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, 2023, which is the end of the performance period for our annual incentive awards, with assumed performance based on actual performance. |

  175. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    | (5) 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 2023, Mr. Soroye and Ms. Walker were the only NEOs who have unvested EDIP balances. |

  176. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    | Fortive Corporation 2024 Proxy Statement | 83 |

  177. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    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. We have historically used October 1st of the applicable year to determine the employee population and to apply the compensation measure for the purposes of complying with Item 402(u). In connection with determining the median employee identified in our 2021 proxy statement (the “2021 Median Employee”), we considered only those employees that we employed as of October 1, 2021. The rest of the methodology that we used to identify the 2021 Median Employee is described in our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 25, 2022. For 2023, we again used October 1 as our determination date, and we concluded that, as of October 1, 2023, there had been no change in our employee population or employee compensation arrangements that would result in a significant change in our pay ratio disclosure, such that, consistent with the SEC’s regulations, we could continue to use the 2021 Median Employee in calculating our pay ratio for 2023. To determine the compensation of the 2021 Median Employee for purposes of the pay ratio in 2023, we calculated the 2021 Median Employee’s total compensation for 2023 using the same methodology used to calculate the total compensation of the NEOs in the 2023 Summary Compensation Table. The total compensation of James A. Lico, our Chief Executive Officer, and the total compensation of the 2021 Median Employee for 2023 were $17,809,163.58 and $77,370.63, respectively, resulting in a ratio of Mr. Lico’s compensation to the 2021 Median Employee’s compensation of 230.18 to 1.

  178. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    | 84 | Fortive Corporation 2024 Proxy Statement |

  179. Potential Payments Upon Termination or Change-in-Control as of 2023 Fiscal Year-End

    Pay vs. Performance The table below sets forth our pay versus performance disclosure, in accordance with SEC Item 402(v) of Regulation S-K.

  180. Pay vs. Performance Table

    Pay vs. Performance Table

  181. Pay vs. Performance Table

    | YEAR (1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (2) | COMPENSATION ACTUALLY PAID TO PEO (3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (C) (4) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (D) (5) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (IN MILLIONS) (8) | ADJUSTED EPS (9) | | | | | | | TOTAL SHAREHOLDER RETURN (6) | PEER GROUP TOTAL SHAREHOLDER RETURN (7) | | | | 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 |

  182. Pay vs. Performance Table

    | (1) This statement includes four years (2020, 2021, 2022, and 2023) rather than five because this is a transition year for a new regulation. |

  183. Pay vs. Performance Table

    | (2) The principal executive officer (“PEO”) is Mr. Lico for all years presented. |

  184. Pay vs. Performance Table

    | (3) 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. Assumptions made in valuing such outstanding equity-based awards included the following: (x) for PSUs dependent on rTSR, the risk-free interest rate ranged from 4.19% to 4.73% and peer group volatility ranged from 25.95% to 29.77%; and (y) for stock options, the risk-free interest rate ranged from 3.51% to 4.31%, volatility ranged from 25.68% to 32.69%, dividend yield ranged from 0.37% to 0.45% and expected life of 3.46 to 7.16 years. |

  185. Pay vs. Performance Table

    | (4) Includes Mr. McLaughlin for 2020, 2021, 2022 and 2023; Ms. Walker for 2020, 2022 and 2023; Ms. Barbara Hulit for 2020 and 2021; Mr. William Pringle for 2020; Mr. Edward R. Simmons for 2021; Soroye for 2021, 2022 and 2023; Mr. Murphy for 2022; and Ms. Newcombe for 2023. |

  186. Pay vs. Performance Table

    | (5) Average of (d) adjusted for same items as PEO in (c). |

  187. Pay vs. Performance Table

    | (6) 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. |

  188. Pay vs. Performance Table

    | (7) 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. |

  189. Pay vs. Performance Table

    | (8) Net income is calculated pursuant to U.S. GAAP. |

  190. Pay vs. Performance Table

    | (9) We have identified Adjusted EPS, a non-GAAP measure, as our company-selected measure. See Appendix B for non-GAAP reconciliation. |

  191. Pay vs. Performance Table

    To calculate compensation actually paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:

  192. Reconciliation of Compensation Actually Paid to Summary Compensation Table

    Reconciliation of Compensation Actually Paid to Summary Compensation Table

  193. 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.

  194. Proposal 5 – Bylaw Amendment: Shareholder Approval of Director Compensation

    Proposal 5 – Bylaw Amendment: Shareholder Approval of Director Compensation The Bylaws of Fortive Corporation are amended as follows: Article III, Section 3.05 is deleted and replaced in its entirety as follows: Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board. The Board shall not have any authority to fix the compensation of directors. The compensation of directors the corporation pays shall be fixed at $1 in a fiscal year; provided, however, the corporation may pay, grant, or award compensation greater than $1 in a fiscal year if such compensation has been (1) disclosed to stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such compensation; (2) submitted to an approval vote of stockholders at an annual or special meeting of stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such disclosed compensation; and (3) approved by a majority of stockholder votes present in person or represented by proxies and entitled to vote cast in favor of the disclosed annual compensation at an annual or special meeting of stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such compensation, which majority shall include only stockholder votes of stockholders that are not directors of the corporation. No such compensation shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

  195. About This Proxy Statement and the Annual Meeting

    | 5. | Consider and act upon a shareholder proposal seeking to amend Fortive’s Bylaws to require shareholder approval of director compensation; and |

  196. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth as of April 8, 2024 (unless otherwise indicated) the number of shares and percentage of Common Stock beneficially owned by each of Fortive’s directors, nominees for director and 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 8, 2024. 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.

  197. Directors and Executive Officers

    | NAME | NUMBER OF SHARES BENEFICIALLY OWNED(1) | PERCENT OF CLASS(1) | | Eric Branderiz | 8,900(2) | * | | Daniel L. Comas | 48,590(3) | * | | Sharmistha Dubey | 19,420(4) | * | | Rejji P. Hayes | 8,485(5) | * | | Wright Lassiter III | 12,785(6) | * | | James A. Lico | 2,032,528(7) | * | | Kate D. Mitchell | 38,126(8) | * | | Jeannine Sargent | 14,029(9) | * | | Alan G. Spoon | 136,502(10) | * | | Charles E. McLaughlin | 430,225(11) | * | | Tamara Newcombe | 172,862(12) | * | | Olumide Soroye | 35,963(13) | * | | Stacey Walker | 192,462(14) | * | | All current executive officers and directors as a group (16 persons) | 3,630,888(15) | 1.01% |

  198. Directors and Executive Officers

    | * Represents less than 1% of the outstanding Common Stock. |

  199. Directors and Executive Officers

    | (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 8, 2024 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 8, 2024 or upon vesting of Restricted Stock Units (“RSUs”) that vest within 60 days of April 8, 2024. 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. |

  200. Directors and Executive Officers

    | (2) Includes options to acquire 4,390 shares, but does not include 4,275 unvested RSUs or 1,685 vested RSUs. |

  201. Directors and Executive Officers

    | (3) Includes options to acquire 7,840 shares, 75 shares held in irrevocable trusts and 1,721 shares beneficially owned by Mr. Comas’ spouse, but does not include 2,290 unvested RSUs or 4,355 vested RSUs. Mr. Comas disclaims beneficial ownership of the shares held by the trusts and by his spouse. |

  202. Directors and Executive Officers

    | (4) Includes options to acquire 15,220 shares, but does not include 4,200 unvested RSUs or 9,168 vested RSUs. |

  203. Directors and Executive Officers

    | (5) Includes options to acquire 4,210 shares, but does not include 4,275 unvested RSUs or 10,310 vested RSUs. |

  204. Directors and Executive Officers

    | (6) Includes options to acquire 8,740 shares, but does not include 4,045 unvested RSUs or 4,840 vested RSUs. |

  205. Directors and Executive Officers

    | (7) Includes options to acquire 1,426,581 shares, 22,409 shares attributable to Mr. Lico’s 401(k) Fortive Stock Fund and 146,780 notional phantom shares attributable to Mr. Lico’s EDIP account. |

  206. Directors and Executive Officers

    | (8) Includes options to acquire 34,691 shares, but does not include 3,435 unvested RSUs or 21,442 vested RSUs. |

  207. Directors and Executive Officers

    | (9) Includes options to acquire 11,739 shares, but does not include 2,290 unvested RSUs or 12,621 vested RSUs. |

  208. Directors and Executive Officers

    | Fortive Corporation 2024 Proxy Statement | 101 |

  209. Directors and Executive Officers

    | (10) Includes options to acquire 53,424 shares, but does not include 5,005 unvested RSUs or 24,978 vested RSUs. |

  210. Directors and Executive Officers

    | (11) Includes options to acquire 380,611 shares and 25,974 notional phantom shares attributable to Mr. McLaughlin’s EDIP account. |

  211. Directors and Executive Officers

    | (12) Includes options to acquire 128,468 shares, 1,177 unvested RSUs, and 6,361 notional phantom shares attributable to Ms. Newcombe’s EDIP account. |

  212. Directors and Executive Officers

    | (13) Includes 5,423 notional phantom shares attributable to Mr. Soroye’s EDIP account. |

  213. Directors and Executive Officers

    | (14) Includes options to acquire 171,808 shares and 8,456 notional phantom shares attributable to Ms. Walker’s EDIP account. |

  214. Directors and Executive Officers

    | (15) Includes options to acquire 2,615,486 shares, 1,177 RSUs, 22,409 shares attributable to 401(k) accounts and 212,485 notional phantom shares attributable to executive officers’ EDIP accounts. |