DEF 14A of Roper Technologies Inc, Apr 26, 2024

DEF 14A of Roper Technologies Inc

Filed Apr 26, 2024 · FY20230001193125-24-117847

Open on EDGAR

  1. PROXY MATERIALS

    | 2023 Option Exercises and Stock Vested | 48 | | 2023 Non-Qualified Deferred Compensation | 48 | | Potential Payments upon Termination or Change in Control | 48 | | Summary of Termination Payments and Benefits | 49 | | CEO Pay Ratio | 51 | | Pay Versus Performance | 52 | | PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 55 | | AUDIT COMMITTEE REPORT | 56 | | INDEPENDENT PUBLIC ACCOUNTANT’S FEES | 57 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024 | 57 | | PROPOSAL 4: SHAREHOLDER PROPOSAL | 58 | | ANNUAL MEETING AND VOTING INFORMATION | 60 | | INFORMATION REGARDING THE 2025 ANNUAL MEETING OF SHAREHOLDERS | 64 | | OTHER MATTERS | 65 | | APPENDIX A—RECONCILIATIONS | A-1 |

  2. 2024 DIRECTOR NOMINEES

    2024 DIRECTOR NOMINEES Shareholders are electing all ten director nominees who each will serve for a one-year term expiring at the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”).

  3. 2024 DIRECTOR NOMINEES

    | | | | | | COMMITTEES | | | | Name and Primary Occupation | Age | Director Since | Independent | AC | CC | NGC | EC | | Shellye L. Archambeau Former Chief Executive Officer, MetricStream, Inc. | 61 | 2018 | l | | | Chair | l | | Amy Woods Brinkley Retired Chief Risk Officer, Bank of America Corp. | 68 | 2015 | l | | l | l | Chair | | Irene M. Esteves Former Executive Vice President, Chief Financial Officer, Time Warner Cable Inc. | 65 | 2021 | l | l | | l | | | L. Neil Hunn President and Chief Executive Officer, Roper Technologies, Inc. | 52 | 2018 | | | | | | | Robert D. Johnson Chairman, Spirit AeroSystems Holdings, Inc. | 76 | 2005 | l | | l | l | | | Thomas P. Joyce, Jr. Retired President and Chief Executive Officer, Danaher Corporation | 63 | 2021 | l | l | l | | | | John F. Murphy Former Executive Vice President and Chief Financial Officer, Adobe Inc. | 55 | 2024 | l | l | | | | | Laura G. Thatcher Retired Head of Executive Compensation Practice, Alston & Bird LLP | 68 | 2015 | l | | Chair | | l | | Richard F. Wallman Retired Chief Financial Officer and Senior Vice President, Honeywell International Inc. | 73 | 2007 | l | Chair | | | l | | Christopher Wright Director, Merifin Capital | 66 | 1991 | l | l | l | | |

  4. 2024 DIRECTOR NOMINEES

    AC = Audit Committee CC = Compensation Committee NGC = Nominating and Governance Committee EC = Executive Committee

  5. COMPENSATION HIGHLIGHTS

    COMPENSATION HIGHLIGHTS The creation of shareholder value is the foundation and driver of our executive compensation program. Aspects of our program that closely align the compensation of our executive officers with the long-term interests of our shareholders include the following: Pay for Performance: Almost all of our executive officer compensation is tied to pre-set, objective performance criteria and long-term shareholder value creation. In 2023, total direct compensation at target that was at risk and tied to stock price and performance objectives was 95% for our CEO, and 89% on average for our other named executive officers. Performance-Based Equity: All restricted stock awards made to our executive officers are subject to satisfaction of performance criteria (no stock awards are solely time-based). Double Trigger Vesting: “Double trigger” vesting of equity awards if a change in control occurs; no excise tax gross-ups for change-in-control payments. Three Year Vesting for Equity Awards: Beginning in 2022, equity awards made to all named executive officers may vest only at the end of a three-year period. Previously only awards made to the CEO were subject to vesting at the end of a three-year period. Stock Ownership Guidelines: Substantial share ownership and retention guidelines for our executive officers and non-employee directors. Clawback Policy: We have a Nasdaq-compliant clawback policy to recoup certain erroneously paid cash and equity compensation. Dividends Only on Shares Earned: Dividends on executive officers’ restricted shares are paid only if the shares are earned. Annual Bonus Caps: We have caps on annual bonuses to avoid an excessive short-term focus and potentially adverse risk-taking.

  6. Nominee Information

    Nominee Information for terms expiring at the 2025 Annual Meeting

  7. Nominee Information

    | | Shellye L. Archambeau Former Chief Executive Officer, MetricStream, Inc. | Director Since 2018 Independent Age 61 | | | | Committees: · Nominating and Governance (Chair) · Executive Current Public Directorships: · Okta, Inc. · Verizon Communications, Inc. Key Qualifications & Expertise: · Executive leadership and management experience · Software, technology and e-commerce · Cybersecurity experience · Developing and marketing emerging technology software applications and solutions · Innovation, digital media and communications · Building and scaling consumer and B2B businesses in the technology industry · Entrepreneurial perspective · Public company board experience | | | Ms. Archambeau is the former Chief Executive Officer of MetricStream, Inc., a global provider of governance, risk, compliance and quality management solutions to organizations across diverse industries. She served | | | in this role from the time she joined MetricStream in 2002 until 2018. Prior to joining MetricStream, Ms. Archambeau served as Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., a provider of Internet infrastructure services; Chief Marketing Officer of NorthPoint Communications, a provider of local data network services; and President of Blockbuster, Inc.’s e-commerce division, where she launched the entertainment retailer’s first online presence. Before she joined Blockbuster, Ms. Archambeau held domestic and international executive positions during a 15-year career at IBM Corporation. Ms. Archambeau has served as director of Okta, Inc., a provider of identity management solutions, since 2018, and Verizon Communications, Inc., since 2013. She has previously served as a director of Nordstrom, Inc., a leading fashion retailer. | | |

  8. Nominee Information

    | 2 | | Roper Technologies, Inc. 2024 Proxy Statement |

  9. Nominee Information

    | | Amy Woods Brinkley Founder, AWB Consulting, LLC | Director Since 2015 Independent Age 68 | | | | Committees: · Compensation · Nominating and Governance · Executive (Chair) Current Public Directorships: · TD Bank Group Key Qualifications & Expertise: · Executive leadership and management experience · Risk management and controls · Financial reporting rules and regulations and audit procedures · Broad-based knowledge of banking and financial services · Marketing and e-commerce · Mergers and acquisitions · Corporate governance · Public company board experience · Talent and team development | | | Ms. Brinkley is the founder, owner and manager of AWB Consulting, LLC, an executive advising and risk management consulting firm. Ms. Brinkley served as Chief Risk Officer for Bank of America Corporation from | | | 2002 until her retirement in 2009, after more than 30 years with the company. Prior to 2002, she served as President of Bank of America’s Consumer Products division and was responsible for the credit card, mortgage, consumer finance, telephone, and e-commerce businesses. During her employment at Bank of America, Ms. Brinkley also held the positions of Executive Vice President and Chief Marketing Officer overseeing the company’s Olympic sponsorship and its national rebranding and name change. Ms. Brinkley has served as director of TD Bank Group, since 2010. Ms. Brinkley also serves as a director of TD Bank Group’s subsidiaries: TD Group US Holdings, LLC, TD Bank US Holding Company, TD Bank, NA, and TD Bank, USA. In addition, she served as a director of Carter’s Inc., a branded marketer in North America of apparel and related products exclusively for babies and young children, from 2010 to 2021. She also served as a Commissioner for Atrium Health, a non-profit hospital network from 2001 to 2019 and as a Trustee for the Princeton Theological Seminary from 2002 to 2019. | | |

  10. Nominee Information

    | | Irene M. Esteves Former Chief Financial Officer, Time Warner Cable Inc. | Director Since 2021 Independent Age 65 | | | | Committees: · Audit · Nominating and Governance Current Public Directorships: · KKR Real Estate Finance Trust Inc. · Spirit AeroSystems Holdings, Inc. Key Qualifications & Expertise: · Executive Leadership and management experience · Finance and accounting expertise · Multi-industry perspective · Global business experience · Mergers and acquisitions · Risk management and controls · Public company board experience · Talent and team development | | | Ms. Esteves most recently served as Executive Vice President and Chief Financial Officer of Time Warner Cable Inc. from July 2011 to May 2013. She previously served as Executive Vice President and Chief Financial | | | Officer of XL Group plc and prior to that position, Ms. Esteves was Executive Vice President and Chief Financial Officer of Regions Financial Corporation. Ms. Esteves has served as a director of KKR Real Estate Finance Trust Inc. since 2018 and Spirit AeroSystems Holdings, Inc. since 2015. In the last five years, Ms. Esteves also served as director of Aramark, and R.R. Donnelly & Sons Company. | | |

  11. Nominee Information

    | | Roper Technologies, Inc. 2024 Proxy Statement | 3 |

  12. Nominee Information

    | | L. Neil Hunn President and Chief Executive Officer, Roper Technologies, Inc. | Director Since 2018 Age 52 Current Public Directorships: · Deere & Company Key Qualifications & Expertise: · Executive leadership and management experience | | | Prior to being named President and Chief Executive Officer in August 2018, Mr. Hunn served as Executive Vice President and Chief Operating Officer from 2017 | | | to 2018. Mr. Hunn also served as Group Vice President of Roper’s medical segment from 2011 to 2018 and helped drive significant growth in the Company’s medical technology and application software businesses. In addition to his operating responsibilities at Roper, Mr. Hunn led the execution of the majority of the company’s capital deployment since joining Roper. Prior to joining Roper, Mr. Hunn served 10 years at MedAssets, Inc. an Atlanta- based SaaS company, during which time he served in a variety of roles including as Executive Vice President and Chief Financial Officer and as President of its revenue cycle technology businesses. He successfully led MedAssets’ initial public offering and the execution of several M&A transactions. Mr. Hunn also held roles at CMGI, Inc. an incubator of Internet businesses, and Parthenon Group, a strategy consulting firm. Mr. Hunn has been a director of Deere & Company, a global leader in the delivery of agricultural, construction, and forestry equipment, since 2023. | | · Deep understanding of organization · Software and technology expertise · Strategic focus and planning · Global industry and operational experience · Mergers and acquisitions, capital markets · Management development and understanding of business challenges and opportunities · Healthcare experience · Provides key leadership and guidance for the Company’s growth |

  13. Nominee Information

    | | Robert D. Johnson Chairman, Spirit AeroSystems Holdings, Inc. | Director Since 2005 Independent Age 76 Committees: | | | | · Compensation · Nominating and Governance Current Public Directorships: · Spirit AeroSystems Holdings, Inc. · Spirit Airlines, Inc. Key Qualifications & Expertise: · Executive leadership and management experience · Manufacturing, supply chain, engineering and production · Mergers and acquisitions · Global business, industry, and operations experience · Extensive business acumen · Public company board experience, including governance and executive compensation expertise · Talent and team development | | | Mr. Johnson was Chief Executive Officer of Dubai Aerospace Enterprise Ltd., a global aerospace engineering and services company, from August 2006 to December 2008. Mr. Johnson also served as Chairman of | | | Honeywell Aerospace, a leading global supplier of aircraft engines, equipment, systems and services, from January 2005 to January 2006, and as its President and Chief Executive Officer from 1999 to 2005. Mr. Johnson similarly served as President and Chief Executive Officer for Honeywell Aerospace’s predecessor, AlliedSignal, Inc. an aerospace, automotive and engineering company. He also held management positions with AAR Corporation, a provider of aviation and expeditionary services to the global commercial, government and defense aviation industries, and GE Aviation, an aircraft engine supplier. Mr. Johnson has served as Chairman of the Board for Spirit AeroSystems Holdings, Inc., a global leader in aerostructures design and manufacturing, since 2006 and as a director of Spirit Airlines, Inc., since 2010. | | |

  14. Nominee Information

    | 4 | | Roper Technologies, Inc. 2024 Proxy Statement |

  15. Nominee Information

    | | Thomas P. Joyce, Jr. Retired President and Chief Executive Officer, Danaher Corporation | Director Since 2021 Independent Age 63 | | | | Committees: · Audit · Compensation Key Qualifications & Expertise: · Executive Leadership and management experience · Multi-industry perspective · Mergers and acquisitions · Finance and accounting expertise · Global business, industry, manufacturing and operations experience · Business strategy expertise · Risk management and controls · Management development and understanding of global challenges and opportunities | | | Mr. Joyce served as Danaher Corporation’s President and Chief Executive Officer from September 2014 to September 2020. He also served as a senior advisor to | | | Danaher from September 2020 to February 2021. Mr. Joyce joined Danaher in 1989 and served in leadership positions in a variety of different functions and businesses before his promotion to President and Chief Executive Officer. Mr. Joyce also served as a director of Danaher from 2014 to 2020. | | |

  16. Nominee Information

    | | John F. Murphy Former Executive Vice President and Chief Financial Officer, Adobe Inc. | Director Since 2024 Independent Age 55 Committees: | | | | · Audit Current Public Directorships: · LegalZoom.com, Inc. · Pure Storage, Inc. Key Qualifications & Expertise: · Executive Leadership and management experience · Finance and accounting expertise · Multi-industry perspective · Global business experience · Mergers and acquisitions · Risk management and controls · Software and technology experience · Cybersecurity experience · Public company board experience · Talent and team development | | | Mr. Murphy served as the Executive Vice President and Chief Financial Officer of Adobe Inc., a multinational computer software company, from April 2018 until | | | October 2021, and served as Adobe’s Senior Vice President, Chief Accounting Officer and Corporate Controller from March 2017 until April 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from September 2014 to March 2017. He previously served as Senior Vice President, Controller and Chief Accounting Officer of DIRECTV Inc. from November 2007 to August 2014, and Vice President and General Auditor of DIRECTV from October 2004 to November 2007. Prior to joining DIRECTV he worked at several global companies, including Experian, Nestle, and Atlantic Richfield (ARCO), in a variety of finance and accounting roles. Mr. Murphy also serves as a director of Pure Storage, Inc., a provider of advanced data storage technology and services, and LegalZoom.com, Inc., a leading online platform for business formation and related services in the United States. | | |

  17. Nominee Information

    | | Roper Technologies, Inc. 2024 Proxy Statement | 5 |

  18. Nominee Information

    | | Laura G. Thatcher Retired Head of Executive Compensation Practice, Alston & Bird LLP | Director Since 2015 Independent Age 68 Committees: · Compensation (Chair) · Executive Key Qualifications & Expertise: · Executive compensation expertise · Organizational development · Senior leadership and management experience · Corporate governance · Mergers and acquisitions · Talent and team development | | | Ms. Thatcher retired in December 2013 after 33 years of legal practice at Alston & Bird LLP, where she developed and led the firm’s executive compensation | | | practice for 18 years and served as special executive compensation counsel to many U.S. and international publicly traded companies. Ms. Thatcher co- authored the Compensation Committee Handbook, 3rd edition (John Wiley & Sons, 2008), which serves as a guidebook for executive compensation strategies and practices, addressing a full range of functional issues facing compensation committees of public companies, including organizing, planning, compliance, and sound corporate governance. Ms. Thatcher served on the Board of Directors of Batson-Cook Company, a regional commercial construction and development company, from 1994 to 2007. She also served on the Board of Directors of The Atlanta Legal Aid Society, Inc., from 2008 to 2014, and was a Past Chair of the Advisory Board of the Certified Equity Professional Institute (CEPI) of Santa Clara University and was on the Board of Review for a special project sponsored by CEPI that provided universally accepted industry guidance regarding areas of risk and appropriate controls in equity compensation. | | |

  19. Nominee Information

    | | Richard F. Wallman Retired Chief Financial Officer and Senior Vice President, Honeywell International Inc. | Director Since 2007 Independent Age 73 Committees: · Audit (Chair) · Executive Current Public Directorships: · CECO Environmental Corp. · Charles River Laboratories International, Inc. Key Qualifications & Expertise: · Executive leadership and management experience · Finance and accounting expertise · Multi-industry perspective · Global business, industry, manufacturing and operations experience · Mergers and acquisitions · Risk management and controls · Management development and understanding of global challenges and opportunities · Public company board experience | | | Mr. Wallman served as the Chief Financial Officer and Senior Vice President of Honeywell International Inc., a diversified industrial technology and manufacturing | | | company, and its predecessor AlliedSignal, Inc., from 1995 until his retirement in 2003. Mr. Wallman has also served in senior financial positions with IBM Corporation and Chrysler Corporation. Mr. Wallman has served as a director of CECO Environmental Corp., a global air quality and fluid handling company, since 2021, and Charles River Laboratories International, Inc., a provider of laboratory services for the pharmaceutical, medical device and biotechnology industries, since 2011. In the last five years, Mr. Wallman served as a director of Wright Medical Group N.V., a global medical device company, Boart Longyear Ltd., a global mineral exploration company, Extended Stay America, Inc., a hospitality and lodging company, and SmileDirectClub, Inc., an oral care company. | | |

  20. Nominee Information

    | 6 | | Roper Technologies, Inc. 2024 Proxy Statement |

  21. Nominee Information

    | | Christopher Wright Director, Merifin Capital | Director Since 1991 Independent Age 66 Committees: · Audit · Compensation Current Public Directorships: · GP Investments Limited (Luxembourg) Key Qualifications & Expertise: · Executive and management experience · Global public and private company board experience · Finance and accounting expertise · Mergers, acquisitions, and private equity investing/fund management · In-depth knowledge of the Company · Broad experience in technology, software and healthcare sectors · Cybersecurity expertise · Understanding of global challenges, risk and opportunities | | | Mr. Wright is a board member of Merifin Capital, a single family investment company based in Europe. Until 2003 he was a Group Management Board | | | Member of Dresdner Kleinwort, part of Allianz SE, and was CEO of its global alternative assets division working from NYC/Frankfurt/London. He has sat on the boards of publicly listed companies in Europe and the USA, and of private companies in Brazil, South Africa, India and China. Until 2023, he was Chairman of Kestrel Partners, a UK public equities asset management company focused on B2B software investing. He is currently a director of GP Investments Ltd., a listed European company and a former director of Spice Private Equity A.G. He previously served as a director of Yatra Ltd. (Euronext) from 2010 to 2018. He is Hon. Fellow, Corpus Christi College, University of Oxford, sitting also on its Endowment Board, and is a director of the Sutton Trust, an educational charity, among other pro bono activities. | | |

  22. Nominee Information

    | | Roper Technologies, Inc. 2024 Proxy Statement | 7 |

  23. Nominee Information

    CORPORATE GOVERNANCE

  24. Compensation Committee: 5 Meetings Held in 2023

    | • | annually review performance and approve compensation, including salary, bonus, incentive and equity compensation for our executive officers; |

  25. Compensation Committee: 5 Meetings Held in 2023

    | • | determine performance goals and certify whether performance goals have been satisfied for incentive plans containing performance criteria; |

  26. Compensation Committee: 5 Meetings Held in 2023

    | • | periodically review and determine the form and amounts of director compensation; and |

  27. Executive Committee: No Meetings Held in 2023

    | 2023 Annual Equity Award | | | Economic value of $385,000 (based on the closing price of the Company’s stock on the date of grant) • Award vests 50% on the six-month anniversary of the grant date and 50% on the day prior to the next Annual Meeting of Shareholders | $385,000 | | 2023 Annual Cash Retainer | | | Cash Retainer | $60,000 | | 2023 Supplemental Annual Cash Retainers | | | Independent Chair | $125,000 | | Chair of Audit Committee | $5,000 | | Chair of Compensation Committee | $5,000 | | Chair of Nominating and Governance Committee | $5,000 |

  28. 2023 Director Compensation

    2023 Director Compensation

  29. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Shellye L. Archambeau | 65,000 | 385,000 | 450,000 | | Amy Woods Brinkley | 185,000 | 385,000 | 570,000 | | Irene M. Esteves | 60,000 | 385,000 | 445,000 | | Robert D. Johnson | 60,000 | 385,000 | 445,000 | | Thomas P. Joyce, Jr. | 60,000 | 385,000 | 445,000 | | Laura G. Thatcher | 65,000 | 385,000 | 450,000 | | Richard F. Wallman | 65,000 | 385,000 | 450,000 | | Christopher Wright | 60,000 | 385,000 | 445,000 |

  30. 2023 Director Compensation

    | (1) The dollar values shown represent the grant date fair values for restricted stock or RSUs, as the case may be, granted to these directors during 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). The restricted stock and RSUs generally vest in equal increments 50% six months from the date of grant and 50% on the day prior to the 2024 Annual Meeting. |

  31. 2023 Director Compensation

    Our share ownership and retention guidelines for non-employee directors require each director to own shares of our common stock with a value of at least 10 times the annual cash base retainer, or $600,000 in value, within five years of becoming a director. Until the ownership requirements are met, non-employee directors are required to retain 60% of any shares they receive (on a net after-tax basis) under our Director Compensation Plan. Each of our directors is in compliance with these guidelines.

  32. 2023 Director Compensation

    | 18 | | Roper Technologies, Inc. 2024 Proxy Statement |

  33. 2023 Director Compensation

    BENEFICIAL OWNERSHIP Beneficial ownership is determined in accordance with SEC rules. Under the rules, the number of shares beneficially owned by a person and the percentage of ownership held by that person includes shares of common stock that could be acquired upon exercise of an option within sixty days, although such shares are not deemed exercised and outstanding for computing the percentage of ownership held by any other person. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable. The following table shows the beneficial ownership of Roper common stock as of March 31, 2024 by (i) each of our director nominees, (ii) each named executive officer in the “2023 Summary Compensation Table,” (iii) all of our current directors and executive officers as a group, and (iv) all persons who we know are the beneficial owners of five percent or more of Roper common stock. Except as noted below, the address of each person in the table is c/o Roper Technologies, Inc., 6496 University Parkway, Sarasota, Florida 34240.

  34. 2023 Director Compensation

    | Name of Beneficial Owner | Beneficial Ownership of Common Stock(1)(2) | Percent of Class | | | The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 | 9,946,612(3) | 9.3 | | | BlackRock, Inc. 50 Hudson Yards, New York, NY, 10001 | 9,638,792(4) | 9.0 | | | T. Rowe Price Associates, Inc. 100 E. Pratt Street, Baltimore, MD 21202 | 6,555,588(5) | 6.1 | | | Shellye L. Archambeau | 7,377 | * | * | | Amy Woods Brinkley | 15,606 | * | * | | Jason P. Conley | 105,844 | * | * | | Robert C. Crisci | 59,958 | * | * | | Irene M. Esteves | 1,916 | * | * | | L. Neil Hunn | 516,190(6) | * | * | | Robert D. Johnson | 4,924 | * | * | | Thomas P. Joyce, Jr. | 1,916 | * | * | | John F. Murphy | 0 | * | * | | Laura G. Thatcher | 19,546 | * | * | | Richard F. Wallman | 48,252(7) | * | * | | Christopher Wright | 49,625(8) | * | * | | John K. Stipancich | 96,800 | * | * | | All current directors and named executive officers as a group (13 individuals) | 927,954 | * | *% |

  35. 2023 Director Compensation

    | ** Less than 1%. |

  36. 2023 Director Compensation

    | (1) Includes the following shares that could be acquired on or before May 30, 2024 upon exercise of stock options issued under Company plans as follows: Mr. Conley (68,489), Mr. Hunn (324,500), Mr. Crisci (39,342), Mr. Stipancich (55,561), and all current directors and executive officers as a group (487,892). Holders do not have voting or investment power over unexercised option shares. |

  37. 2023 Director Compensation

    | (2) Includes the following shares of unvested restricted stock held by directors and named executives officers over which they have sole voting power but no investment power: Ms. Archambeau (422), Ms. Brinkley (422), Mr. Conley (14,422), Mr. Hunn (62,068), Mr. Crisci (9,310), Mr. Stipancich (13,717), Ms. Thatcher (422), and Mr. Wallman (422). The total for all current directors and executive officers as a group is (101,205). |

  38. 2023 Director Compensation

    | (3) Based on information reported on Schedule 13G/A filed with the SEC on February 13, 2024, as of December 29, 2023, The Vanguard Group (“Vanguard”) beneficially owned 9,946,612 shares of Roper common stock with shared voting power over 131,576 shares, sole dispositive power over 9,511,976 shares, and shared dispositive power over 434,636 shares. |

  39. 2023 Director Compensation

    | (4) Based on information reported on Schedule 13G/A filed with the SEC on January 25, 2024, as of December 31, 2023, BlackRock, Inc. (and certain of its subsidiaries) beneficially owned 9,638,792 shares of Roper common stock with sole voting power over 8,851,717 shares and sole dispositive power over 9,638,792 shares. |

  40. 2023 Director Compensation

    | (4) Based on information reported on Schedule 13G/A filed with the SEC on February 14, 2024, as of December 31, 2023, T. Rowe Price Associates, Inc. beneficially owned 6,555,588 shares of Roper common stock with sole voting power over 2,350,870 shares and sole dispositive power over 6,529,017 shares. |

  41. 2023 Director Compensation

    | | Roper Technologies, Inc. 2024 Proxy Statement | 19 |

  42. 2023 Director Compensation

    BENEFICIAL OWNERSHIP (CONTINUED)

  43. 2023 Director Compensation

    | (6) Includes 92,808 shares held by a limited partnership which is owned 49.5% by a trust created by Mr. Hunn, 49.5% by a trust created by Mr. Hunn’s spouse, and 1% by an LLC which serves as the general partner of the limited partnership. The LLC is owned 50% by Mr. Hunn’s trust and 50% by Mr. Hunn’s spouse’s trust. Mr. Hunn serves as the sole manager of the LLC. |

  44. 2023 Director Compensation

    | (7) Includes 1,000 shares held by Mr. Wallman’s spouse. |

  45. 2023 Director Compensation

    | (8) Includes 14,500 shares held by an LLC of which Mr. Wright is a managing member, and in which he retains a continuing beneficial ownership of 1%. The shares held by the LLC are held in a margin account. In addition, 33,688 shares directly held by Mr. Wright are held in a margin account. |

  46. 2023 Director Compensation

    DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires the Company’s directors, executive officers, and greater than 10% shareholders to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors, and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, all Section 16(a) filing requirements applicable to its officers, directors, and greater than 10% shareholders were complied with in fiscal year 2023, except for the inadvertent late Form 5 report relating to a gift of 85 shares by director Christopher Wright.

  47. 2023 Director Compensation

    | 20 | | Roper Technologies, Inc. 2024 Proxy Statement |

  48. 2023 Director Compensation

    COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis (“CD&A”) provides information about our compensation objectives and policies for our CEO and other executive officers included in the Summary Compensation Table and referred to in this CD&A as “named executive officers.” Our named executive officers for 2023 are:

  49. 2023 Director Compensation

    | • | L. Neil Hunn, President and Chief Executive Officer; |

  50. 2023 Director Compensation

    | • | Jason P. Conley, Executive Vice President and Chief Financial Officer; |

  51. 2023 Director Compensation

    | • | John K. Stipancich, Executive Vice President, General Counsel and Corporate Secretary; and |

  52. 2023 Director Compensation

    | • | Robert C. Crisci, Former Executive Vice President and Chief Financial Officer. |

  53. 2023 Director Compensation

    On February 1, 2023, Roper transitioned the role of Chief Financial Officer from Mr. Crisci to Mr. Conley. Mr. Crisci has continued in a non-employee strategic advisor role since this date, and his availability to Roper as a consultant is expected to end on January 31, 2025.

  54. OVERVIEW

    | • | motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; |

  55. OVERVIEW

    | • | link compensation to the achievement of goals and objectives that we believe best correlate with the creation of long-term shareholder value; and |

  56. Superior Long-Term Returns for Roper Shareholders¹

    Superior Long-Term Returns for Roper Shareholders¹ Roper is proud of its long track record of superior returns for its shareholders. Roper has outperformed the S&P 500 over the past 5, 10, and 15 years.

  57. Superior Long-Term Returns for Roper Shareholders¹

    | Period | Compound Annual Shareholder Return | | Total Shareholder Return (TSR) | | | | Roper | S&P 500 | Roper | S&P 500 | | 1-Year | 26.9% | 26.3% | 26.9% | 26.3% | | 3-Years | 8.7% | 10.0% | 28.6% | 33.1% | | 5-Years | 16.0% | 15.7% | 110.4% | 107.2% | | 10-Years | 15.3% | 12.0% | 317.0% | 211.5% | | 15-Years | 19.1% | 14.0% | 1273.7% | 610.8% |

  58. Superior Long-Term Returns for Roper Shareholders¹

    | 22 | | Roper Technologies, Inc. 2024 Proxy Statement |

  59. Superior Long-Term Returns for Roper Shareholders¹

    As outlined in the graph below, $100 invested in Roper at the end of 2001 would have yielded an investor $2,523 as of December 31, 2023, compared to only $638 for the same investment in the S&P 500.

  60. Superior Long-Term Returns for Roper Shareholders¹

    | ¹ | All periods ending December 31 of the referenced year. |

  61. Key Metric: Cash Return on Investment

    | • | CRI is highly correlated to shareholder value creation and we believe our strategy of improving CRI has been a key driver of our long-term performance. |

  62. Consideration of Say-on-Pay Vote

    | • | In 2022, we increased the rigor of the performance criteria applicable to both the annual cash incentive and the long-term performance based restricted stock awards. |

  63. Consideration of Say-on-Pay Vote

    | • | Only stock options, which are inherently performance-based, vest by continued time-based service alone. |

  64. Consideration of Say-on-Pay Vote

    | • | Beginning in 2022, equity awards made to all named executive officers may vest only at the end of a three-year period. Previously only awards made to the CEO were subject to vesting at the end of a three-year period. |

  65. Checklist of Compensation Practices

    | | | | What We Do | What We Don’t Do | | ✓ Substantially all compensation for named executive officers is tied to performance. ✓ Performance-based vesting requirements apply to 100% of restricted stock awards (no time vesting alone). ✓ CEO special long-term cash bonus based on five-year results to reinforce a long-term planning horizon and sustainable growth. ✓ Robust share ownership and retention guidelines. ✓ “Clawback” policy to recoup certain erroneously paid cash and equity compensation. ✓ Risk assessment review as part of risk mitigation process. ✓ Independent compensation consultant retained by the Compensation Committee. | Ò No payment of dividends on performance-based restricted stock awards until earned. Ò No defined-benefit pension plan or SERPs for named executive officers. Ò No “single trigger” equity vesting upon change-in-control. Ò Severance pay is very limited, as is the use of employment agreements. Ò No hedging or pledging of Company stock is permitted (with the exception of the number of shares pledged as of the date of the adoption of the policy in January 2015 for one independent director). Ò No excise tax gross-ups on change-in-control payments. Ò No re-pricing of underwater stock options or cash buy-outs without shareholder approval. Ò No granting of stock options with an exercise price less than fair market value at grant. |

  66. Objectives of our Executive Compensation Program

    | • | Drive long-term performance for the benefit of shareholders. |

  67. Objectives of our Executive Compensation Program

    | • | Emphasize equity compensation to align named executive officers’ interests with those of shareholders. |

  68. Long-Term Stock Incentives

    Long-Term Stock Incentives Equity compensation is the largest and most important form of pay for our named executive officers as it achieves many of our key compensation objectives:

  69. Long-Term Stock Incentives

    | • | Tie pay to performance by linking compensation to shareholder value creation and achievement of pre-established and objective performance criteria. |

  70. Long-Term Stock Incentives

    | • | Align named executive officers’ interests with those of shareholders while reinforcing a long-term planning horizon. |

  71. Long-Term Stock Incentives

    | • | Attract named executive officers, particularly those interested in building long-term value for shareholders. |

  72. Long-Term Stock Incentives

    | • | Retain named executive officers and reward continued service by ensuring the forfeiture of awards prior to satisfaction of three-year service requirements. |

  73. Long-Term Stock Incentives

    To determine the appropriate value of an equity award, the Compensation Committee considers the compensation practices of its peers as well as an executive’s individual performance and relative responsibilities. We use two types of equity awards:

  74. Stock Options

    Stock Options The exercise price of stock options is set at the market closing price of our common stock on the date of grant, which provides an incentive to grow shareholder value and requires continued service over multiple years to realize any gains. Stock options generally vest on the third anniversary of the grant date.

  75. Performance-Based Restricted Stock

    Performance-Based Restricted Stock In addition to continued service, the vesting of restricted stock is 100% contingent on the Company attaining specific, pre-established and objective performance goals, as specified by the Compensation Committee. Dividends are withheld and paid only to the extent the shares are actually earned by performance. Performance-based restricted stock is intended to encourage the retention of named executive officers, provide a continuing incentive to increase shareholder value, and further align our named executive officers’ interests with shareholder interests.

  76. Equity Grant Timing

    Equity Grant Timing Beginning with 2023, annual equity grants of performance-based restricted stock and stock options are awarded to our named executive officers at the second regularly scheduled committee meeting each year, typically in March, to coincide with the timing of annual equity awards made to other equity recipients. The exercise price for stock options is set at the market closing price of Roper common stock on the date of grant. From time to time the Compensation Committee may grant additional awards in connection with promotions or increased responsibilities as well as to newly hired employees. We use two types of cash payments:

  77. Cash Incentives

    Cash Incentives Cash incentives support the achievement of our business strategies by tying a portion of compensation to the achievement of established financial objectives and assist in attracting named executive officers due to their market prevalence. Cash incentives are capped to avoid an excessive short-term focus and potentially excessive risk-taking. Annual cash incentives for named executive officers, including our CEO, are tied to annual performance. Our CEO’s special long-term cash incentive award is tied to cumulative financial performance over a five-year period, which concluded on December 31, 2023.

  78. Severance and Change in Control Provisions

    Severance and Change in Control Provisions We have letter agreements only with Messrs. Hunn and Stipancich. These arrangements provide severance benefits in the event of termination of employment under certain circumstances, including in connection with a change in control. For a description of these agreements and payments under various termination scenarios, see the “Executive Compensation—Potential Payments upon Termination or Change in Control” section below.

  79. Compensation Committee Oversight

    | • | The scope of the named executive officer’s responsibilities, performance, and experience as well as competitive compensation levels. |

  80. Compensation Committee Oversight

    | • | The utilization of a compensation consultant who provides extensive external analysis of named executive officer compensation of industry peer group companies for comparison purposes. |

  81. Compensation Consultant

    Compensation Consultant The Compensation Committee has retained the services of Compensia, a national compensation consulting firm, (the “Consultant”), to closely monitor developments and trends in executive compensation and to provide recommendations for appropriate adjustments to the Company’s compensation program, policies and practices in line with the Company’s business and talent strategies and investor expectations.

  82. Compensation Consultant

    | • | The Consultant is independent, reports directly to the Chair of the Compensation Committee and has never performed other work for the Company. Each year the Compensation Committee confirms that its engagement of the Consultant does not raise any conflicts of interest, and consistent with prior years, for 2023 there were no conflicts of interest. |

  83. Compensation Consultant

    | • | The Consultant attends all meetings of the Compensation Committee where evaluations of the effectiveness of our overall executive compensation program are conducted or where compensation for named executive officers is analyzed or approved. |

  84. Compensation Consultant

    | • | The Chair of the Compensation Committee meets with the Consultant in advance of committee meetings and confers with the Consultant between meetings. |

  85. Compensation Consultant

    | • | The Consultant assists in gathering and analyzing market data on compensation levels and provides expert knowledge of marketplace trends and best practices relating to competitive pay levels as well as developments in regulatory and technical matters. |

  86. 2023 Peer Group

    2023 Peer Group Our self-selected peer group reflects our continued strong growth, sustained value creation, continuing expansion into software and technology-driven businesses, market valuation relative to revenues and gross investment, and intense competition with private equity for talent and investment opportunities. Roper’s decision and subsequent transformation to focus on software and technology-enabled products has changed the performance of the Company significantly. Today, approximately 75% of Roper’s revenue is derived from our software businesses. In addition, Roper’s historical growth and exceptional shareholder returns are in part the result of Roper’s capital deployment strategy. All of these facts make it continually difficult to select appropriate peers. For 2023, the Committee added seven companies to the self-selected peer group to more closely align the peer group with the Company’s portfolio of businesses following the completion of its divestiture strategy to reduce the cyclicality and asset intensity of the enterprise. The companies added are: Ansys, Inc., Ares Management Corporation, Boston Scientific Corporation, The Carlyle Group, Palo Alto Networks, Inc., Stryker Corporation, and Veeva Systems, Inc. At the time of peer company selection, the Committee determined that the self-selected peer group was appropriate based on its review of both financial and non-financial characteristics. The 2023 peer

  87. 2023 Peer Group

    | 32 | | Roper Technologies, Inc. 2024 Proxy Statement |

  88. 2023 Peer Group

    companies are listed below along with various size indicators. VMware, Inc. remained in the self-selected peer group for 2023, however it is excluded from the table below due to its acquisition in 2023.

  89. 2023 Peer Group

    | | | Market Capitalization(1) ($ millions) | Enterprise Value(1) ($ millions) | Revenue(2) ($ millions) | Net Income(2) ($ millions) | Global Industry Classification Standard (GICS) Sub-Industry | | Adobe Inc. | ADBE | $271,632 | $268,884 | $19,376 | $5,428 | Application Software | | Salesforce, Inc. | CRM | $254,720 | $256,616 | $33,954 | $2,592 | Application Software | | Intuit Inc. | INTU | $174,968 | $179,134 | $14,749 | $2,585 | Application Software | | Autodesk, Inc. | ADSK | $52,084 | $52,778 | $5,271 | $917 | Application Software | | Ansys, Inc. | ANSS | $31,524 | $31,761 | $2,159 | $484 | Application Software | | Stryker Corporation | SYK | $113,776 | $125,029 | $19,885 | $2,585 | Health Care Equipment | | Boston Scientific Corporation | BSX | $84,691 | $93,157 | $13,757 | $1,228 | Health Care Equipment | | ServiceNow, Inc. | NOW | $144,830 | $143,016 | $8,474 | $1,586 | Systems Software | | Palo Alto Networks, Inc. | PANW | $92,976 | $91,298 | $7,207 | $614 | Systems Software | | Blackstone Inc. | BX | $93,025 | $180,013 | $9,953 | $1,797 | Asset Management & Custody Banks | | KKR & Co. Inc. | KKR | $73,323 | $151,602 | $22,543 | $2,792 | Asset Management & Custody Banks | | Ares Management Corporation | ARES | $22,070 | $38,808 | $3,769 | $404 | Asset Management & Custody Banks | | The Carlyle Group Inc. | CG | $14,681 | $22,832 | $3,130 | $211 | Asset Management & Custody Banks | | Motorola Solutions, Inc. | MSI | $51,963 | $57,570 | $9,836 | $1,702 | Communications Equipment | | Veeva Systems Inc. | VEEV | $30,999 | $27,114 | $2,296 | $567 | Health Care Technology | | Median | | $84,691 | $93,157 | $9,836 | $1,586 | | | Roper | ROP | $58,236 | $64,815 | $5,995 | $1,238 | Application Software |

  90. 2023 Peer Group

    Source: FactSet

  91. 2023 Peer Group

    | (1) As of 12/31/23 |

  92. 2023 Peer Group

    | (2) Last four quarters available as of 12/31/23 |

  93. Long-Term Measurement Period

    Long-Term Measurement Period A long-term performance period most accurately portrays Roper’s relative performance. Over shorter periods, performance comparisons can be skewed by temporary or volatile market dynamics and relative over- or under-performance by Roper’s peers in any particular period. In contrast, Roper has historically delivered consistently strong performance with less volatility than many of its peers, thus comparing other companies’ short-term performance to that of Roper can generate misleading or distorted results.

  94. Long-Term Measurement Period

    | | Roper Technologies, Inc. 2024 Proxy Statement | 33 |

  95. Annual Cash Incentive

    Annual Cash Incentive

  96. Funding Schedule

    Funding Schedule Similar to prior years, the annual cash incentive was determined based on the growth in adjusted net earnings (on a continuing operations basis). Consistent with 2022, and as a result of the successful implementation of the Company’s divestiture strategy, the Committee determined to use adjusted net earnings (on a continuing operations basis) as the relevant performance metric for the 2023 annual cash incentive. The 2023 adjusted net earnings were required to reach at least $1.563 billion (representing a 2.5% increase over 2022 adjusted net earnings, continuing operations) for any bonus to be earned. At $1.563 billion of adjusted net earnings, 25% of the full bonus opportunity would be earned. If adjusted net earnings increased 10% to $1.677 billion, then 100% of the full bonus amount would be earned. If between $1.563 billion and $1.677 billion, the percentage of the bonus opportunity earned would be determined through straight-line interpolation, as shown in the chart below. For 2023, the Company’s adjusted net earnings, continuing operations, were $1.795 billion (representing a 17.7% increase over the prior year); accordingly, the Compensation Committee approved payment of 100% of the bonus opportunity. The performance bonuses to our named executive officers for 2023 are shown in the 2023 Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation” column. A reconciliation of 2023 Adjusted Net Earnings is available in “Appendix A – Reconciliations.”

  97. 2023 Annual Cash Incentive Schedule

    2023 Annual Cash Incentive Schedule Adjusted net earnings is net earnings from continuing operations increased or reduced to eliminate the effects of extraordinary items, accounting changes, financial impacts associated with minority investments, gains or losses from dispositions and associated income taxes, restructuring of debt obligations, asset dispositions, asset write-downs or impairment charges, acquisition-related expenses on completed acquisitions, acquisition-related intangible amortization, litigation settlements and judgments, reorganization and restructuring programs, and non-recurring or special items (as discussed in the Company’s quarterly earnings releases). For 2024 and the foreseeable future, the Committee revised the annual cash incentive opportunity to align the program with the Company’s revised strategy for enhanced growth and more closely reflect peer compensation practices. The Company will use growth in adjusted EBITDA (as opposed to adjusted net earnings) as the applicable performance metric. The program has been further revised to incentivize and reward exceptional growth. As in prior years, target-level performance remains at 10% growth (though in adjusted EBITDA versus adjusted net earnings), and the Company must achieve a threshold of at least 3% growth in adjusted EBITDA for any bonus to be earned. However, there is additional opportunity if growth exceeds the 10% target as set forth below:

  98. 2023 Annual Cash Incentive Schedule

    | • | a 14% increase in adjusted EBITDA will result in an incremental 20% of the target opportunity being earned; and |

  99. 2023 Annual Cash Incentive Schedule

    | • | an 18% increase in adjusted EBITDA will result in an incremental 30% of the target opportunity being earned, for a total maximum potential payout of 150% of the target annual cash incentive opportunity. |

  100. 2023 Annual Cash Incentive Schedule

    Straight-line interpolation will be used to determine the amount of bonus earned between all three ranges.

  101. 2023 Annual Cash Incentive Schedule

    | 36 | | Roper Technologies, Inc. 2024 Proxy Statement |

  102. CEO Special Long-Term Cash Incentive

    CEO Special Long-Term Cash Incentive

  103. 2019-23 Incentive Opportunity

    2019-23 Incentive Opportunity As disclosed in the Company’s prior proxy statements commencing with the 2020 Proxy Statement, in 2019, the Compensation Committee provided Mr. Hunn with a special long-term cash incentive award in recognition of his heightened responsibility in assuming the CEO role upon Mr. Jellison’s untimely and unexpected death, to protect continuity of leadership during a period of transition, and to emphasize the importance of long-term sustained earnings and cash flow generation. The Compensation Committee established a five-year performance period commencing January 1, 2019 and concluding December 31, 2023. The maximum amount that could have been earned at the end of the five-year period was $18.6 million. The Company’s cumulative adjusted EBITDA over the five-year performance period was required to reach at least $9.880 billion for any portion of the award to be earned. If cumulative adjusted EBITDA was $9.880 billion, then the amount to be awarded would have been $6.512 million(1). If the cumulative adjusted EBITDA reached $11.290 billion, then the full award, $18.6 million, would have been earned. If between $9.880 billion and $11.290 billion, the percentage of the long-term incentive opportunity earned would be determined through straight-line interpolation, as shown in the chart below. For the five-year period ending December 31, 2023, the Company’s cumulative adjusted EBITDA was $11.201 billion; accordingly, the Compensation Committee approved payment of approximately 96% of the long-term cash incentive opportunity, or $17.842 million. In addition, because Mr. Hunn elected to defer his receipt of a portion of the long-term incentive amount awarded he also received an approximate 7.5% match of $1.327 million pursuant to the Company’s Deferred Compensation Plan. The Compensation Committee selected adjusted EBITDA as the performance metric to emphasize the importance of both organic growth as well as growth through prudent capital deployment. In addition, growth in adjusted EBITDA historically tracked similar growth of free cash flow, and as such was sufficient to also emphasize the importance of long-term, sustainable free cash flow growth. This special long-term cash incentive award was granted to Mr. Hunn for the reasons stated above and is not intended to be a recurring element of his compensation.

  104. CEO 2019-23 Special Long-Term Cash Incentive Schedule

    CEO 2019-23 Special Long-Term Cash Incentive Schedule Adjusted EBITDA is earnings before interest, income-related taxes, depreciation and amortization, increased or reduced to eliminate the effects of extraordinary items, discontinued operations, restructuring of debt obligations, gains on asset dispositions, asset write-downs or impairment charges, acquisition-related expenses on completed acquisitions, litigation settlements and judgments, reorganization and restructuring programs, financial impacts associated with minority investments, and non-recurring or special items (as discussed in the Company’s quarterly earnings releases).

  105. CEO 2019-23 Special Long-Term Cash Incentive Schedule

    | | Roper Technologies, Inc. 2024 Proxy Statement | 37 |

  106. CFO Transition

    CFO Transition In connection with the appointment of Mr. Conley as Chief Financial Officer effective February 1, 2023, the Company and Mr. Crisci entered into a Service Provider Agreement (the “Service Provider Agreement”) pursuant to which Mr. Crisci agreed to be available to provide services including but not limited to advising on strategic, financial and/or disclosure matters to the Company for not more than seven hours per week until January 31, 2025. Under the Service Provider Agreement, Mr. Crisci receives a bi-monthly salary of $16,292 for 24 months commencing February 1, 2023 (representing aggregate salary payments of $782,000). Mr. Crisci also retained any equity awards previously granted to him that are capable of vesting at any time prior to January 31, 2025, and such awards will continue to be governed by the respective award agreements.

  107. Long-Term Stock Incentives

    Long-Term Stock Incentives We award both stock options and performance-based restricted stock to our named executive officers. In combination, we believe these awards provide a balanced focus on sustainable long-term shareholder value creation and retention of key executives. The value of the awards is reflective of market practice within our compensation peer group. We have historically used adjusted EBITDA and operating cash flow (less capital expenditures and capitalized software) as the metrics for determining the vesting of performance-based restricted stock awards as these two metrics have been strongly correlated with the value our shareholders received from Company performance. Starting in 2024, we will commence using adjusted net earnings and relative total shareholder return as the metrics as such aligns with our future growth ambitions and reflects the cost of capital utilized to support our strategy. The target value of the awards granted to our named executive officers in March 2023 is set forth below. The total target value of awards for 2023 remained at the same level as 2022 for Mr. Hunn, and increased 41.8% for Mr. Conley, reflecting his promotion to Chief Financial Officer in early 2023, and 28.9% for Mr. Stipancich, reflecting his significant contributions with respect to the continued development and implementation of Roper’s strategic capital deployment process and aligning his compensation closer to that of the market for executives with similar responsibilities.

  108. Fiscal 2023 Long-Term Equity Awards

    Fiscal 2023 Long-Term Equity Awards

  109. Fiscal 2023 Long-Term Equity Awards

    | | Value of Stock Options | Value of Performance- Based Restricted Stock* | Total Target Value of Awards | | Mr. Hunn | $4,632,000 | $13,896,000 | $18,528,000 | | Mr. Conley | $1,250,000 | $3,750,000 | $5,000,000 | | Mr. Stipancich | $1,150,000 | $3,450,000 | $4,600,000 | | Mr. Crisci | - | - | - |

  110. Fiscal 2023 Long-Term Equity Awards

    | * The value of the award granted is based on the weighted average closing price for the Company’s common stock over the 15 trading days ending on the date of grant, which is reflected in the minor discrepancies in the amounts reported under the “Stock Awards” column in the Summary Compensation Table. |

  111. Fiscal 2023 Long-Term Equity Awards

    These awards are shown in the 2023 Grants of Plan-Based Awards table. The stock options vest on the third anniversary of the date of grant. The 2023 restricted shares vest on the Compensation Committee’s certification of performance against the following performance criteria (with one half of the award assessed against the first criterion and the second half assessed against the second criterion):

  112. Fiscal 2023 Long-Term Equity Awards

    | • | Generation of at least $6.517 billion of cumulative adjusted EBITDA (as defined above) for the 36-month period of January 2023 through December 2025. At $6.517 billion, 17.5% of the award shall vest, and at $6.917 billion, 50% of the award shall vest, with pro-rated vesting using straight-line interpolation between these two points. No portion of this half of the award will vest if the Company fails to achieve $6.517 billion in adjusted EBITDA. |

  113. Fiscal 2023 Long-Term Equity Awards

    | 38 | | Roper Technologies, Inc. 2024 Proxy Statement |

  114. Fiscal 2023 Long-Term Equity Awards

    | • | For the 36-month period of January 2023 through December 2025, adjusted operating cash flow less capital expenditures and capitalized software (as a percentage of net revenue) must be at the 50th percentile of the S&P 500 (excluding finance, real estate, and utilities) (the “Modified S&P 500”). At the 50th percentile, 17.5% of the award shall vest, and at the 75th percentile, 50% of the award shall vest, with pro-rated vesting using straight-line interpolation between these two points. No portion of this half of the award will vest if the Company fails to reach at least the 50th percentile. |

  115. Fiscal 2023 Long-Term Equity Awards

    For 2024 and the foreseeable future, the Committee revised the performance-based restricted stock program to incentivize superior performance and align with peer compensation practices. Under the revised program the named executive officers will have the opportunity to vest in up to 200% of their target long-term restricted stock awards. Revised Long-Term Metrics. For 2024 awards, the Committee has replaced cumulative adjusted EBITDA as a performance metric with a three-year adjusted net earnings compound growth rate (“CAGR”), and the Committee has eliminated the relative cash flow metric. The Committee has determined that an adjusted net earnings CAGR better aligns with Roper’s strategy of delivering consistent organic growth and disciplined capital deployment while reflecting the cost of capital utilized to support the Company’s strategy. Vesting of the 2024 target level performance-based restricted stock award will be contingent on the Company delivering a specified CAGR for adjusted net earnings for the 36-month performance period subject to a relative TSR performance modifier. Overdrive Opportunity. As part of the performance-based restricted stock award for 2024, the named executive officers may vest in additional shares up to an incremental 100% of their target-level number of shares (the “Overdrive Shares”) if the adjusted net earnings CAGR for the 36-month performance period exceeds 10% as set forth below:

  116. Fiscal 2023 Long-Term Equity Awards

    | • | If the Company achieves a 14% CAGR of adjusted net earnings over the performance period, 40% of the Overdrive Shares shall vest; and |

  117. Fiscal 2023 Long-Term Equity Awards

    | • | If the Company achieves an 18% CAGR of adjusted net earnings, an additional 60% of the Overdrive Shares shall vest. |

  118. Fiscal 2023 Long-Term Equity Awards

    Straight-line interpolation will be used to determine the number of shares that vest between all target ranges (beginning at 10% CAGR with respect to Overdrive Shares). TSR Modifier. The total number of performance-based shares (including Overdrive Shares) that vest, if any, will be subject to modification based on the Company’s relative total shareholder return (“TSR”) over the 36-month performance period as follows:

  119. Fiscal 2023 Long-Term Equity Awards

    | • | If the Company’s TSR is at or below the 30th percentile of the S&P 500, the number of shares vesting will be reduced by 25%; |

  120. Fiscal 2023 Long-Term Equity Awards

    | • | If the Company’s TSR is at the 55th percentile of the S&P 500, no adjustment to the number of shares vesting shall be made; and |

  121. Fiscal 2023 Long-Term Equity Awards

    | • | If the Company’s TSR is at or exceeds the 80th percentile of the S&P 500, an additional 25% of the shares shall vest, but not to exceed 200% of the target-level number of shares. |

  122. Fiscal 2023 Long-Term Equity Awards

    Pro-rated vesting using straight-line interpolation between 30th and 80th percentiles of relative TSR shall be used to determine the applicable vesting percentage. However, in no event will a named executive officer earn more than 200% of their target-level shares.

  123. Fiscal 2023 Long-Term Equity Awards

    | | Roper Technologies, Inc. 2024 Proxy Statement | 39 |

  124. Prior Long-Term Stock Incentive Awards

    Prior Long-Term Stock Incentive Awards

  125. January 2021 Awards

    | Performance Criteria | Weight | Minimum Threshold for Payout | Performance for Target Payout | Actual Performance | | Adjusted EBITDA* | 50% | $5.049 billion | $5.449 billion | $7.189 billion | | Adjusted Operating Cash Flow* | 50% | 50th Percentile | 75th Percentile | 92nd Percentile |

  126. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  127. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(1)(3) ($) | All Other Compensation(4) ($) | Total Compensation ($) | | L. Neil Hunn | 2023 | 1,000,000 | 13,982,907 | 4,632,002 | 21,168,465 | 512,211 | 41,295,585 | | President and Chief | 2022 | 1,000,000 | 13,896,152 | 4,632,053 | 2,000,000 | 365,160 | 21,893,365 | | Executive Officer | 2021 | 1,000,000 | 12,946,468 | 4,425,029 | 3,000,000 | 160,558 | 21,532,055 | | Jason P. Conley | 2023 | 675,000 | 3,773,437 | 1,250,053 | 843,750 | 149,571 | 6,691,811 | | Executive Vice President | 2022 | 605,000 | 2,649,924 | 874,971 | 756,250 | 140,993 | 5,027,138 | | and Chief Financial Officer | 2021 | 590,000 | 2,462,374 | 849,984 | 885,000 | 89,730 | 4,877,088 | | John K. Stipancich | 2023 | 800,000 | 3,471,648 | 1,150,007 | 1,000,000 | 163,687 | 6,585,342 | | Executive Vice President, | 2022 | 770,000 | 2,649,924 | 920,000 | 962,500 | 184,500 | 5,486,924 | | General Counsel and Corporate Secretary | 2021 | 750,000 | 2,437,998 | 899,989 | 1,406,250 | 105,432 | 5,599,669 | | Robert C. Crisci | 2023 | 417,583 | - | - | - | 27,809 | 445,392 | | Former Executive Vice | 2022 | 710,000 | 4,399,999 | 1,499,966 | 887,500 | 180,055 | 7,677,520 | | President and Chief Financial Officer | 2021 | 690,000 | 4,095,969 | 1,450,038 | 1,293,750 | 103,322 | 7,633,079 |

  128. 2023 Summary Compensation Table

    | (1) Amounts shown for 2023 include, as applicable, deferrals to the 401(k) plan and the Non-Qualified Retirement Plan. |

  129. 2023 Summary Compensation Table

    | (2) The dollar values shown for 2023 represent the grant date fair values for restricted stock and option awards calculated in accordance with ASC Topic 718. The assumptions used in determining the grant date fair values of these option awards are set forth in Note 12 to our consolidated financial statements for 2023, which are included in our Annual Report on Form 10-K for the fiscal year ended 2023 filed with the SEC. There is no assurance that these amounts will be realized. The restricted stock awards are all subject to performance-based vesting criteria. The performance-based criteria for awards granted in 2023 are described in the CD&A under “Analysis of 2023 Compensation—Long-Term Stock Incentives,” and the vesting schedule for awards granted in 2023 is set forth in the notes to the 2023 Outstanding Equity Awards at Fiscal Year End table below. |

  130. 2023 Summary Compensation Table

    | (3) The amounts in this column for 2023 reflect payments made pursuant to our cash incentive program, which is described above in the CD&A under “Analysis of 2023 Compensation—Annual Cash Incentive,” and were based upon base salaries as of the beginning of the year. With respect to Mr. Hunn, it also includes $17,841,683 earned under the five-year CEO Special Long-Term Cash Incentive, plus $1,326,782 in a company matching amount based on his deferral of a portion of such earned award, as described above in the CD&A under “CEO Special Long-Term Cash Incentive.” |

  131. 2023 Summary Compensation Table

    | (4) Amounts reported in the “All Other Compensation” column for 2023 include the following items. In respect of any of these items that constitute perquisites, the value shown is the Company’s incremental cost. |

  132. 2023 Summary Compensation Table

    | Name | Club Memberships ($) | Personal Use of Aircraft(a) ($) | Company Car ($) | Additional Medical Services ($) | Financial Planning ($) | Contributions to Defined Contribution Plans(b) ($) | | L. Neil Hunn | 11,931 | 225,000 | 24,000 | 4,500 | 21,780 | 225,000 | | Jason P. Conley | 9,165 | - | 30,000 | 3,500 | - | 106,906 | | John K. Stipancich | - | - | 27,000 | 4,500 | - | 132,187 | | Robert C. Crisci | - | - | 23,371 | - | - | 4,438 |

  133. 2023 Summary Compensation Table

    | (a) The incremental cost to the Company of the personal aircraft use is calculated by using the variable operating cost (including the cost of fuel, on-board meals, landing and parking fees, related ground transportation, trip-related maintenance, and crew travel expense) net of any applicable employee reimbursement. Because the aircraft is used predominately for business travel, we do not include in the calculation the fixed costs that do not change based on usage, such as crew salaries, aircraft insurance premiums, hanger lease payments, the lease or acquisition cost of the aircraft, and exterior paint, inspection and capital improvement costs intended to cover a multiple-year period. Maintenance costs incurred pursuant to contractual arrangements with the engine manufacturer, avionics manufacturer, and auxiliary power unit manufacturer are also excluded from the calculation. |

  134. 2023 Summary Compensation Table

    | (b) Reflects contributions to the Non-Qualified Retirement Plan and the 401(k) plan. |

  135. 2023 Summary Compensation Table

    | 44 | | Roper Technologies, Inc. 2024 Proxy Statement |

  136. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to the named executive officers for the fiscal year ended December 31, 2023.

  137. 2023 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All Other Option Awards:Number of Securities Underlying Options(#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | | | | | L. Neil Hunn | 03/14/2023 | | | | 5,716 | 32,665 | | | 13,982,907 | | | 03/14/2023 | | | | | | 35,928(3) | 428.07 | 4,632,002 | | | 03/14/2023 | 500,000 | 2,000,000 | 2,000,000 | | | | | | | Jason P. Conley | 03/14/2023 | | | | 1,542 | 8,815 | | | 3,773,437 | | | 03/14/2023 | | | | | | 9,696(3) | 428.07 | 1,250,053 | | | 03/14/2023 | 210,937 | 843,750 | 843,750 | | | | | | | John K. Stipancich | 03/14/2023 | | | | 1,419 | 8,110 | | | 3,471,648 | | | 03/14/2023 | | | | | | 8,920(3) | 428.07 | 1,150,007 | | | 03/14/2023 | 250,000 | 1,000,000 | 1,000,000 | | | | | | | Robert C. Crisci | - | - | - | - | - | - | - | - | - |

  138. 2023 Grants of Plan-Based Awards

    | (1) For an explanation of the material terms, refer to the CD&A section above captioned “Analysis of 2023 Compensation—Annual Cash Incentive.” Amounts paid under this program for 2023 are set forth in the 2023 Summary Compensation Table. |

  139. 2023 Grants of Plan-Based Awards

    | (2) The performance restricted shares awarded to the named executive officers generally vest in March 2026. All awards are subject to the performance criteria described in the CD&A under “Analysis of 2023 Compensation—Long-Term Stock Incentives.” The threshold payout represents the number of shares that would vest upon the satisfaction of the threshold level of performance for one of the two performance criteria. No maximum payout is provided as there is no incremental payout in the event the target level of performance is exceeded. Dividends on restricted shares will be paid only if the shares are earned by performance. |

  140. 2023 Grants of Plan-Based Awards

    | (3) The stock options awarded to the named executive officers generally vest in March 2026. All stock options expire on the tenth anniversary of the grant. The exercise price of the stock options is 100% of the fair market value of our common stock on the date of grant. |

  141. 2023 Grants of Plan-Based Awards

    | (4) The dollar values reflect the grant date fair value of the awards as calculated in accordance with ASC Topic 718. |

  142. 2023 Grants of Plan-Based Awards

    | | Roper Technologies, Inc. 2024 Proxy Statement | 45 |

  143. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards at December 31, 2023 for the named executive officers.

  144. 2023 Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options# Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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) | | L. Neil Hunn | 30,000 | | 156.40 | 11/17/2024 | | | | | | | 30,000 | | 185.75 | 11/17/2025 | | | | | | | 40,000 | | 185.42 | 01/19/2027 | | | | | | | 60,000 | | 275.69 | 01/19/2028 | | | | | | | 60,000 | | 270.30 | 01/15/2029 | | | | | | | 57,068 | | 372.60 | 01/14/2030 | | | | | | | | 47,432(2) | 413.15 | 01/13/2031 | | | | | | | | 41,044(3) | 464.52 | 01/12/2032 | | | | | | | | 35,928(4) | 428.07 | 03/14/2033 | | | | | | | | | | | | | 62,068(6)(10) | 33,837,612 | | Jason P. Conley | 6,000 | | 165.97 | 03/11/2025 | | | | | | | 6,000 | | 170.61 | 03/09/2026 | | | | | | | 10,000 | | 185.42 | 01/19/2027 | | | | | | | 12,000 | | 275.69 | 01/19/2028 | | | | | | | 14,300 | | 270.30 | 01/15/2029 | | | | | | | 11,078 | | 372.60 | 01/14/2030 | | | | | | | 4,555 | 4,556(5) | 413.15 | 01/13/2031 | | | | | | | | 7,753(3) | 464.52 | 01/12/2032 | | | | | | | | 9,696(4) | 428.07 | 03/14/2033 | | | | | | | | | | | | | 14,422(7)(10) | 7,862,442 | | John K. Stipancich | 4,500 | | 228.84 | 06/09/2027 | | | | | | | 15,000 | | 275.69 | 01/19/2028 | | | | | | | 15,000 | | 270.30 | 01/15/2029 | | | | | | | 11,414 | | 372.60 | 01/14/2030 | | | | | | | 4,823 | 4,824(5) | 413.15 | 01/13/2031 | | | | | | | | 8,152(3) | 464.52 | 01/12/2032 | | | | | | | | 8,920(4) | 428.07 | 03/14/2033 | | | 13,717(8)(10) | 7,478,097 | | Robert C. Crisci | 5,000 | | 270.30 | 01/15/2029 | | | | | | | 18,799 | | 372.60 | 01/14/2030 | | | | | | | 7,771 | 7,772(5) | 413.15 | 01/13/2031 | | | | | | | | 13,291(3) | 464.52 | 01/12/2032 | | | | | | | | | | | | | 9,310(9)(10) | 5,075,533 |

  145. 2023 Outstanding Equity Awards at Fiscal Year End

    | (1) Calculated by multiplying $545.17, the closing market price of our common stock on December 29, 2023, by the number of restricted shares that have not vested. |

  146. 2023 Outstanding Equity Awards at Fiscal Year End

    | (2) These stock options were granted on January 13, 2021 with unexercisable shares vesting in January 2024. |

  147. 2023 Outstanding Equity Awards at Fiscal Year End

    | (3) These stock options were granted on January 12, 2022 with unexercisable shares vesting in January 2025. |

  148. 2023 Outstanding Equity Awards at Fiscal Year End

    | (4) These stock options were granted on March 14, 2023 with unexercisable shares vesting in March 2026. |

  149. 2023 Outstanding Equity Awards at Fiscal Year End

    | (5) These stock options were granted on January 14, 2021 with unexercisable shares vesting in January 2024. |

  150. 2023 Outstanding Equity Awards at Fiscal Year End

    | 46 | | Roper Technologies, Inc. 2024 Proxy Statement |

  151. 2023 Outstanding Equity Awards at Fiscal Year End

    | (6) This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to certification that applicable Company performance conditions have been met, as follows: |

  152. 2023 Outstanding Equity Awards at Fiscal Year End

    | (I) 29,403 shares granted on January 12, 2022 and vesting in November 2024; and |

  153. 2023 Outstanding Equity Awards at Fiscal Year End

    | (II) 32,665 shares granted on March 14, 2023 and vesting in March 2026. |

  154. 2023 Outstanding Equity Awards at Fiscal Year End

    | (7) This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to certification that applicable Company performance conditions have been met, as follows: |

  155. 2023 Outstanding Equity Awards at Fiscal Year End

    | (I) 5,607 shares granted on January 12, 2022 and vesting in November 2024; and |

  156. 2023 Outstanding Equity Awards at Fiscal Year End

    | (II) 8,815 shares granted on March 14, 2023 and vesting in March 2026. |

  157. 2023 Outstanding Equity Awards at Fiscal Year End

    | (8) This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to certification that applicable Company performance conditions have been met, as follows: |

  158. 2023 Outstanding Equity Awards at Fiscal Year End

    | (I) 5,607 shares granted on January 12, 2022 and vesting in November 2024; and |

  159. 2023 Outstanding Equity Awards at Fiscal Year End

    | (II) 8,110 shares granted on March 14, 2023 and vesting in March 2026. |

  160. 2023 Outstanding Equity Awards at Fiscal Year End

    | (9) 9,310 shares granted on January 12, 2022 and vesting in November 2024. |

  161. 2023 Outstanding Equity Awards at Fiscal Year End

    | (10) For all restricted stock awards granted, the vesting only occurs if the Compensation Committee certifies our Company’s attainment of related performance goals. |

  162. 2023 Outstanding Equity Awards at Fiscal Year End

    | | Roper Technologies, Inc. 2024 Proxy Statement | 47 |

  163. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  164. 2023 Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting ($) | | L. Neil Hunn | 35,000 | 13,210,428 | 31,336 | 16,205,412 | | Jason P. Conley | 5,000 | 1,830,414 | 2,980 | 1,541,107 | | John K. Stipancich | - | - | 2,951 | 1,526,110 | | Robert C. Crisci | 45,000 | 9,784,517 | 4,957 | 2,563,513 |

  165. No Pension Benefits

    No Pension Benefits None of our named executive officers participates in a Company-sponsored defined-benefit pension plan.

  166. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation Pursuant to our Company’s Non-Qualified Retirement Plan, named executive officers may defer base salary and payments earned under the cash incentive program. Deferral elections are made by eligible executives before the beginning of each year for amounts to be earned in the following year. The executive may invest such amounts in funds that are substantially similar to those available under the 401(k) plan. The following table sets forth certain information with respect to the Non-Qualified Retirement Plan for our named executive officers during the fiscal year ended December 31, 2023.

  167. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions(4) ($) | Aggregate Balance at Last FYE(5) ($) | | L. Neil Hunn | 370,000 | 200,250 | 176,944 | (495,972) | 1,025,751 | | Jason P. Conley | 269,363 | 82,156 | 299,917 | (34,974) | 3,035,565 | | John K. Stipancich | 105,750 | 107,437 | 143,172 | - | 1,406,958 | | Robert C. Crisci | 5,917 | 444 | 218,333 | (1,484,407) | - |

  168. 2023 Non-Qualified Deferred Compensation

    | (1) Amounts reflect participant deferrals under the Non-Qualified Retirement Plan during the fiscal year ended December 31, 2023 and all of these amounts are included in the Summary Compensation Table above in the “Salary” or “Non-Equity Incentive Plan Compensation” column as applicable. |

  169. 2023 Non-Qualified Deferred Compensation

    | (2) The amounts are included in the Summary Compensation Table in the “All Other Compensation” column. |

  170. 2023 Non-Qualified Deferred Compensation

    | (3) No portion of these earnings was included in the Summary Compensation Table because the Non-Qualified Retirement Plan does not provide for “above-market” or preferential earnings as defined in applicable SEC rules. |

  171. 2023 Non-Qualified Deferred Compensation

    | (4) With respect to Mr. Crisci, $1,159,579 of the amount in this column was reported in previous years’ Summary Compensation Tables. |

  172. 2023 Non-Qualified Deferred Compensation

    | (5) Of the amounts reflected in this column, the following portions were reported in previous years’ Summary Compensation Tables for the named executive officers: Mr. Hunn, $1,025,751; Mr. Conley, $1,603,746; and Mr. Stipancich, $997,078. |

  173. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The offer letters with Messrs. Hunn and Stipancich provide for certain benefits in the event of the termination of the officer’s employment under certain conditions. The amount of the benefits varies depending on the reason for termination, as explained below. In no event will excise tax gross-ups be paid in regard to a termination of employment related to a change in control.

  174. Potential Payments upon Termination or Change in Control

    | 48 | | Roper Technologies, Inc. 2024 Proxy Statement |

  175. L. NEIL HUNN

    | | Termination Scenario | | | | Potential Payments Upon Termination or Change in Control | By Employee For Good Reason | By Company Without Cause | Change in Control(1) | | Cash payments | $- | $1,000,000 | $1,000,000 | | Payments related to Long-Term Cash Incentive Award(2) | 17,842,000 | 17,842,000 | 17,842,000 | | Accelerated Equity Awards(3)(4) | | | | | 2021 Stock Option Grant | - | - | 6,261,973 | | 2022 Stock Option Grant | - | - | 3,310,199 | | 2023 Stock Option Grant | - | - | 4,207,169 | | 2022 Restricted Stock Grant | - | - | 16,029,634 | | 2023 Restricted Stock Grant | - | - | 17,807,978 | | Continued Medical Benefits | - | 25,835 | 25,835 | | Total | $17,842,000 | $18,867,835 | $66,484,788 |

  176. JASON P. CONLEY

    | | Termination Scenario | | | | Potential Payments Upon Termination or Change in Control | By Employee For Good Reason | By Company Without Cause | Change in Control(1) | | Cash payments | $ - | $ - | $- | | Accelerated Equity Awards(3)(4) | | | | | 2021 Stock Option Grant | - | - | 601,483 | | 2022 Stock Option Grant | - | - | 625,279 | | 2023 Stock Option Grant | - | - | 1,135,402 | | 2022 Restricted Stock Grant | - | - | 3,056,768 | | 2023 Restricted Stock Grant | - | - | 4,805,674 | | Continued Medical Benefits | - | - | - | | Total | $ - | $ - | $10,224,606 |

  177. JOHN K. STIPANCICH

    | | Termination Scenario | | | | Potential Payments Upon Termination or Change in Control | By Employee For Good Reason | By Company Without Cause | Change in Control(1) | | Cash payments | $ - | $1,800,000 | $1,800,000 | | Accelerated Equity Awards(3)(4) | | | | | 2021 Stock Option Grant | - | - | 636,864 | | 2022 Stock Option Grant | - | - | 657,459 | | 2023 Stock Option Grant | - | - | 1,044,532 | | 2022 Restricted Stock Grant | - | - | 3,056,768 | | 2023 Restricted Stock Grant | - | - | 4,421,329 | | Continued Medical Benefits | - | 25,835 | 25,835 | | Total | $ - | $1,825,835 | $11,642,787 |

  178. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we compared the total compensation of our CEO in 2023 to that of our median employee for the same period. Through our core human capital management system with supplementation from manual inputs, we collected information for our global workforce of 16,810 employees (10,885 of which are based in the United States), including our full-time, part-time and temporary workers, and excluded our employees in Germany (92) and France (90) under the de minimis exemption. We identified our median employee as of December 31, 2023 by applying a consistent compensation measure for the period from January 1, 2023 to December 31, 2023 across our global employee population—annual salary or hourly pay, bonus and commissions (excluding equity compensation because inclusion of such would have had no impact on the determination of the median employee). We annualized the compensation for our full-time and part-time employees who were newly-hired in 2023. Our median employee’s total 2023 compensation was $93,861 and our CEO’s was $41,314,583 ($18,998 more than as reported in the Summary Compensation Table above due to the inclusion of certain employee benefits). Accordingly, our 2023 CEO to Median Employee Pay Ratio was 440:1. SEC rules for identifying the median employee permit companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Consequently, the pay ratios reported by other companies may not be comparable to the pay ratio reported by Roper.

  179. CEO Pay Ratio

    | | Roper Technologies, Inc. 2024 Proxy Statement | 51 |

  180. Pay Versus Performance

    Pay Versus Performance As required by SEC Rules, we are providing the following information about the relationship between certain executive compensation and certain financial performance of our Company, illustrating pay versus performance, or PVP. For its Company Selected Measure (“CSM”) and an additional measure to show in this table, the Company has chosen Adjusted Free Cash Flow and Adjusted EBITDA, respectively.

  181. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  182. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income $ millions | Adjusted Free Cash Flow $ millions | Adjusted EBITDA $ millions | | | | | | | Total Shareholder Return | S&P 500 IT | | | | | 2023 | $41,295,585 | $58,797,192 | $4,574,182 | $7,665,126 | $157 | $219 | $1,384 | $1,962 | $2,511 | | 2022 | $21,893,365 | $8,358,572 | $6,063,861 | $3,431,516 | $124 | $139 | $4,545 | $1,490 | $2,170 | | 2021 | $21,532,055 | $34,591,237 | $6,036,612 | $8,448,612 | $140 | $194 | $1,153 | $1,598 | $1,944 | | 2020 | $19,078,951 | $36,516,078 | $4,984,588 | $9,144,533 | $122 | $144 | $950 | $1,273 | $1,590 |

  183. PAY VERSUS PERFORMANCE

    | (1) The principal executive officer (“PEO”) for each of 2023, 2022, 2021 and 2020 (each a “Covered Year”) is L. Neil Hunn. |

  184. PAY VERSUS PERFORMANCE

    | (2) The non-PEO named executive officers (the “other NEOs”) for each Covered Year are Jason P. Conley, Robert C. Crisci and John K. Stipancich. Mr. Crisci served as Chief Financial Officer until February 1, 2023, at which time Mr. Conley began serving as Chief Financial Officer. |

  185. PAY VERSUS PERFORMANCE

    | (3) Adjusted Free Cash Flow and Adjusted EBITDA are presented on a continuing operations basis and an adjusted (non-GAAP) basis. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures and other related information is available in “Appendix A—Reconciliations, Tables 1 and 2”. |

  186. PAY VERSUS PERFORMANCE

    Compensation Actually Paid (“CAP”) illustrated in the table above is calculated by making the following adjustments from the Summary Compensation Table (“SCT”) totals as follows:

  187. PAY VERSUS PERFORMANCE

    | Item and Value—Added (Deducted) | 2023 | | For PEO: | | | -SCT “Stock Awards” column value | (13,982,907) | | -SCT “Option Awards” column value | (4,632,002) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 25,286,777 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | 8,470,421 | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year | 2,359,319 | | For Non-PEO Named Executive Officers (Average): | | | -SCT “Stock Awards” column value | (2,415,028) | | -SCT “Option Awards” column value | (800,020) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 4,367,374 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | 1,662,753 | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year | 275,866 |

  188. PAY VERSUS PERFORMANCE

    | 52 | | Roper Technologies, Inc. 2024 Proxy Statement |

  189. PAY VERSUS PERFORMANCE

    The charts below describe the relationship between the PEO and other NEOs’ CAP to Net Income, to cumulative Company Total Shareholder Return, and to the Company’s two Company-selected measures, Adjusted Free Cash Flow and Adjusted EBITDA, plus the relationship between cumulative Company Total Shareholder Return and cumulative Peer Group Total Shareholder Return.

  190. PAY VERSUS PERFORMANCE

    | (1) In 2022, the Company’s Net Income included a gain of $3,356 million related to the disposition of discontinued operations, net of tax. |

  191. PAY VERSUS PERFORMANCE

    | (2) In 2023, the Compensation Actually Paid to the PEO includes $17.8 million earned under the five-year CEO Special Long-Term Cash Incentive, plus $1.33 million in a company matching amount based on his deferral of a portion of such award, as described above in the CD&A under “CEO Special Long-Term Cash Incentive.” |

  192. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2024 Proxy Statement | 53 |

  193. PAY VERSUS PERFORMANCE

    The following table lists the three financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our named executive officers for 2023 to our performance:

  194. PAY VERSUS PERFORMANCE

    | Adjusted Free Cash Flow | | Adjusted EBITDA | | Adjusted Net Earnings |

  195. PAY VERSUS PERFORMANCE

    | 54 | | Roper Technologies, Inc. 2024 Proxy Statement |

  196. PAY VERSUS PERFORMANCE

    PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS Pursuant to Section 14A of the Exchange Act, we are seeking your advisory vote approving the compensation of our named executive officers as disclosed in this Proxy Statement. We believe that our executive compensation program is structured in the best manner possible to support our business objectives, evidenced by the superior long-term returns we continue to deliver to our shareholders. Over the past 5 and 10 years, our compound annual return to shareholders was 16.0% and 15.3%, respectively, compared to the S&P 500’s return over the same periods of 15.7% and 12.0%, respectively. Our executive compensation program is designed to provide competitive total compensation that is tied to the achievement of Company performance objectives and to attract, motivate and retain individuals who will build long-term value for our shareholders. See the “Proxy Statement Summary” and “Compensation Discussion and Analysis” above for key characteristics of our executive compensation program. We are seeking shareholder approval of the following resolution: RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this Proxy Statement is hereby APPROVED. The vote on this proposal is advisory and non-binding; however, the Compensation Committee and our Board will review the results of the vote and consider them when making future determinations regarding our executive compensation program. We conduct this Say-on-Pay vote annually, and we expect to hold our next Say-on-Pay vote at the 2025 Annual Meeting. The Board recommends a vote “FOR” the resolution approving, on an advisory basis, the compensation of the Company’s named executive officers.

  197. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2024 Proxy Statement | 55 |

  198. PAY VERSUS PERFORMANCE

    AUDIT COMMITTEE REPORT The Audit Committee of the Board of Directors is currently comprised of five non-employee directors, each of whom has been determined by the Board of Directors to be independent under the Nasdaq and SEC rules. The Audit Committee’s responsibilities are set forth in its charter. The Audit Committee oversees and reviews with the full Board of Directors any issues with respect to the Company’s financial statements, the structure of the Company’s legal and regulatory compliance, the performance and independence of the Company’s independent registered public accounting firm and the performance of the Company’s internal audit function. The Committee retains the Company’s independent registered public accounting firm to undertake appropriate reviews and audits of the Company’s financial statements, determines the compensation of the independent registered public accounting firm, and pre-approves all of their services. The Committee also periodically reviews the work performed by other public accounting firms retained by the Company to provide various financial and information technology services. The Company’s management is primarily responsible for the Company’s financial reporting process and for the preparation of the Company’s financial statements in accordance with GAAP. The Audit Committee maintains oversight of the independent registered public accounting firm by discussing the overall scope and specific plans for their audits, the results of their examinations, their evaluations of the Company’s internal accounting controls and the overall quality of the Company’s financial reporting. The Audit Committee may delegate its duties and responsibilities to a sub-committee of the Committee. The Audit Committee maintains oversight of the Company’s internal audit function by evaluating the appointment and performance of the Company’s Vice President of internal audit and periodically meeting with this individual to receive and review reports of the work of the Company’s internal audit department. The Audit Committee meets with management on a regular basis to discuss any significant matters, internal audit recommendations, policy or procedural changes and risks or exposures, if any, that may have a material effect on the Company’s financial statements. The Audit Committee: (i) appointed and retained PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023; (ii) reviewed and discussed with the Company’s management the Company’s audited financial statements for the fiscal year ended December 31, 2023; (iii) discussed with PwC the matters required to be discussed by the Auditing Standard No. 1301, “Communication with Audit Committees,” issued by the Public Company Accounting Oversight Board (the “PCAOB”); (iv) received the written disclosures and the letter from PwC required by PCAOB Ethics and Independence Rule 3526, “Communications with Audit Committees Concerning Independence,” and has discussed with PwC its independence from the Company and its management; (v) discussed matters with PwC outside the presence of management; (vi) reviewed internal audit recommendations; (vii) discussed with PwC the quality of the Company’s financial reporting; and (viii) reviewed and discussed with PwC the results of the audit of the effectiveness of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). In reliance on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the SEC. AUDIT COMMITTEE Richard F. Wallman, Chair Irene M. Esteves Thomas P. Joyce, Jr. Christopher Wright The foregoing report and other information provided above regarding the Audit Committee should not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act, except to the extent that Roper specifically incorporates this information by reference, and shall not otherwise be deemed filed under either the Securities Act or the Exchange Act.

  199. PAY VERSUS PERFORMANCE

    | 56 | | Roper Technologies, Inc. 2024 Proxy Statement |

  200. PAY VERSUS PERFORMANCE

    INDEPENDENT PUBLIC ACCOUNTANT’S FEES Set forth below are the professional fees billed by PwC for the fiscal years ended December 31, 2023 and 2022. It is the Audit Committee’s policy that all services performed by and all fees paid to the independent registered public accounting firm require the Audit Committee’s prior approval. As such, all audit, audit-related, tax, and other fees were pre-approved by the Audit Committee.

  201. PAY VERSUS PERFORMANCE

    | | Dollars in Thousands | | | Fees | FY 2023 | FY 2022 | | Audit Fees(1) | $5,546 | $6,856 | | Audit-Related Fees(2) | 1,934 | 4,248 | | Tax Fees(3) | 840 | 450 | | All Other Fees(4) | - | 5 | | Total Fees | $8,320 | $11,559 |

  202. PAY VERSUS PERFORMANCE

    | (1) Aggregate fees from PwC for audit or review services in accordance with the standards of the PCAOB and fees for services, such as statutory audits and review of documents filed with the SEC. Audit fees also include fees paid in connection with services required for compliance with Section 404 of the Sarbanes-Oxley Act. |

  203. PAY VERSUS PERFORMANCE

    | (2) Aggregate fees from PwC for assurance and related services which primarily include, with respect to 2023, due diligence on acquisition targets and additional services related to the sale of a majority interest in our industrial businesses in 2022, and, with respect to 2022, due diligence on acquisition targets and services related to the sale of a majority interest in our industrial businesses. |

  204. PAY VERSUS PERFORMANCE

    | (3) Tax fees include tax compliance, assistance with tax audits, tax advice and tax planning data. |

  205. PAY VERSUS PERFORMANCE

    | (4) All other fees include XBRL tagging services. |

  206. PAY VERSUS PERFORMANCE

    As required by Section 10A(i)(1) of the Exchange Act, all audit and non-audit services to be performed by our independent registered public accounting firm must be approved in advance by the Audit Committee, subject to certain exceptions relating to non-audit services accounting for less than five percent of the total fees paid to our independent registered public accounting firm which are subsequently ratified by the Audit Committee. In addition, pursuant to Section 10A(i)(3) of the Exchange Act, as amended, the Audit Committee has established procedures by which the Chair of the Audit Committee may pre-approve such services, provided the Chair subsequently reports the details of the services to the full Audit Committee. All audit-related fees, tax fees and all other fees, as described in the table above, were approved by the Audit Committee. PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024 The Audit Committee has appointed PwC as our independent registered public accounting firm for the year ending December 31, 2024. Our Board of Directors recommends that the shareholders ratify this appointment. PwC has been our Company’s independent registered public accounting firm since May 2002. One or more representatives of PwC are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and respond to appropriate questions of shareholders in attendance. If this proposal does not pass, the selection of our independent registered public accounting firm will be reconsidered by the Audit Committee and the Board of Directors. Even if the proposal passes, the Audit Committee may decide to select another firm at any time. The Board of Directors recommends a vote “FOR” the approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024.

  207. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2024 Proxy Statement | 57 |

  208. PAY VERSUS PERFORMANCE

    PROPOSAL 4: SHAREHOLDER PROPOSAL Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, holder of at least 10 shares of Roper Technologies, Inc. common stock, submitted the following proposal.