DEF 14A of Roper Technologies Inc, Apr 25, 2025

DEF 14A of Roper Technologies Inc

Filed Apr 25, 2025 · FY20240001193125-25-096682

Open on EDGAR

  1. PROXY MATERIALS

    | 2024 Option Exercises and Stock Vested | 46 | | 2024 Non-Qualified Deferred Compensation | 46 | | Potential Payments upon Termination or Change in Control | 46 | | Summary of Termination Payments and Benefits | 47 | | CEO Pay Ratio | 49 | | Pay Versus Performance | 50 | | PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 53 | | AUDIT COMMITTEE REPORT | 54 | | INDEPENDENT PUBLIC ACCOUNTANT’S FEES | 55 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025 | 55 | | ANNUAL MEETING AND VOTING INFORMATION | 56 | | INFORMATION REGARDING THE 2026 ANNUAL MEETING OF SHAREHOLDERS | 60 | | OTHER MATTERS | 61 | | APPENDIX A—RECONCILIATIONS | A-1 |

  2. 2025 DIRECTOR NOMINEES

    2025 DIRECTOR NOMINEES Shareholders are electing all nine director nominees who each will serve for a one-year term expiring at the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”).

  3. 2025 DIRECTOR NOMINEES

    | COMMITTEES |

  4. 2025 DIRECTOR NOMINEES

    | Name and Primary Occupation | Age | Director Since | Independent | AC | CC | NGC | EC | | Shellye L. Archambeau Former Chief Executive Officer, MetricStream, Inc. | 62 | 2018 | l | | | Chair | l | | Amy Woods Brinkley Retired Chief Risk Officer, Bank of America Corp. | 69 | 2015 | l | | l | l | Chair | | Irene M. Esteves Executive Vice President, Chief Financial Officer, Spirit AeroSystems Holdings, Inc. | 66 | 2021 | l | l | | l | | | L. Neil Hunn President and Chief Executive Officer, Roper Technologies, Inc. | 53 | 2018 | | | | | | | Robert D. Johnson Chairman, Spirit AeroSystems Holdings, Inc. | 77 | 2005 | l | | l | l | | | Thomas P. Joyce, Jr. Retired President and Chief Executive Officer, Danaher Corporation | 64 | 2021 | l | l | l | | | | John F. Murphy Former Executive Vice President and Chief Financial Officer, Adobe Inc. | 56 | 2024 | l | l | | | | | Laura G. Thatcher Retired Head of Executive Compensation Practice, Alston & Bird LLP | 69 | 2015 | l | | Chair | | l | | Richard F. Wallman Retired Chief Financial Officer and Senior Vice President, Honeywell International Inc. | 74 | 2007 | l | Chair | | | l |

  5. 2025 DIRECTOR NOMINEES

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

  6. 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 2024, total direct compensation at target that was at risk and tied to stock price and performance objectives was 96% for our CEO, and 90% on average for our other named executive officers. Performance-Based Equity: All restricted stock and restricted stock unit 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: Equity awards made to all named executive officers may vest only 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. In 2024, the Board also adopted a supplemental clawback policy allowing the Board to seek recoupment of incentive-based compensation (cash or equity, including time-based equity) from its executive officers in the event of certain misconduct. Dividends Only on Shares Earned: Dividends and dividend equivalents on executive officers’ performance-based equity awards 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. No Repricing: Repricing of stock options absent shareholder approval is prohibited.

  7. Nominee Information

    Nominee Information for terms expiring at the 2026 Annual Meeting

  8. Nominee Information

    | | Shellye L. Archambeau Former Chief Executive Officer, MetricStream, Inc. | Director Since 2018 Independent Age 62 | | | | Committees: · Nominating and Governance (Chair) · Executive Current Public Directorships: · Lineage, Inc. · 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, Verizon Communications, Inc., since 2013, and Lineage, Inc., a leader in cold storage and logistics, since 2024. She has previously served as a director of Nordstrom, Inc., a leading fashion retailer. | | |

  9. Nominee Information

    | 2 | | Roper Technologies, Inc. 2025 Proxy Statement |

  10. Nominee Information

    | | Amy Woods Brinkley Founder, AWB Consulting, LLC | Director Since 2015 Independent Age 69 | | | | Committees: · Compensation · Nominating and Governance · Executive (Chair) 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 served as director of TD Bank Group, from 2010 to April 2025. Ms. Brinkley continues to serve as a director of several 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. | | |

  11. Nominee Information

    | | Irene M. Esteves Chief Financial Officer, Spirit AeroSystems Holdings, Inc. | Director Since 2021 Independent Age 66 | | | | 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 has served as the Executive Vice President and Chief Financial Officer of Spirit AeroSystems Holdings, Inc. since June 2024. Prior to | | | that position, she most recently served as Executive Vice President and Chief Financial Officer of Time Warner Cable Inc. from July 2011 to May 2013. She also 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. | | |

  12. Nominee Information

    | | Roper Technologies, Inc. 2025 Proxy Statement | 3 |

  13. Nominee Information

    | | L. Neil Hunn President and Chief Executive Officer, Roper Technologies, Inc. | Director Since 2018 Age 53 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 |

  14. Nominee Information

    | | Robert D. Johnson Chairman, Spirit AeroSystems Holdings, Inc. | Director Since 2005 Independent Age 77 Committees: | | | | · Compensation · Nominating and Governance Current Public Directorships: · SIFCO Industries, Inc. · Spirit AeroSystems Holdings, 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 SIFCO Industries, Inc., a manufacturer of forgings and machined components for the aerospace and defense, energy and commercial space markets, since 2024. Mr. Johnson also served as a director of Spirit Airlines, Inc., from 2010 to March 2025. | | |

  15. Nominee Information

    | 4 | | Roper Technologies, Inc. 2025 Proxy Statement |

  16. Nominee Information

    | | Thomas P. Joyce, Jr. Retired President and Chief Executive Officer, Danaher Corporation | Director Since 2021 Independent Age 64 | | | | 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. | | |

  17. Nominee Information

    | | John F. Murphy Former Executive Vice President and Chief Financial Officer, Adobe Inc. | Director Since 2024 Independent Age 56 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. | | |

  18. Nominee Information

    | | Roper Technologies, Inc. 2025 Proxy Statement | 5 |

  19. Nominee Information

    | | Laura G. Thatcher Retired Head of Executive Compensation Practice, Alston & Bird LLP | Director Since 2015 Independent Age 69 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. | | |

  20. Nominee Information

    | | Richard F. Wallman Retired Chief Financial Officer and Senior Vice President, Honeywell International Inc. | Director Since 2007 Independent Age 74 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, SmileDirectClub, Inc., an oral care company, and Spirit Airlines, Inc. | | |

  21. Nominee Information

    | 6 | | Roper Technologies, Inc. 2025 Proxy Statement |

  22. Nominee Information

    CORPORATE GOVERNANCE

  23. Compensation Committee: 6 Meetings Held in 2024

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

  24. Compensation Committee: 6 Meetings Held in 2024

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

  25. Compensation Committee: 6 Meetings Held in 2024

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

  26. Executive Committee: No Meetings Held in 2024

    | 2024 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 | | 2024 Annual Cash Retainer | | | Cash Retainer | $60,000 | | 2024 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 |

  27. 2024 Director Compensation

    2024 Director Compensation

  28. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) |

  29. 2024 Director Compensation

    | 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 | | John F. Murphy | 40,000 | 450,000(2) | 490,000 | | 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. 2024 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 2024, 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. 2024 Director Compensation

    | (2) Includes partial year award granted in 2024 in connection with Mr. Murphy’s appointment to the Board of Directors on April 8, 2024. |

  32. 2024 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 under our Director Compensation Plan. Each of our directors is in compliance with these guidelines.

  33. 2024 Director Compensation

    | 18 | | Roper Technologies, Inc. 2025 Proxy Statement |

  34. 2024 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, 2025 by (i) each of our director nominees, (ii) each named executive officer in the “2024 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.

  35. 2024 Director Compensation

    | Name of Beneficial Owner | Beneficial Ownership of Common Stock(1)(2) | Percent of Class |

  36. 2024 Director Compensation

    | 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 | 6,537,372(5) | 6.1 | | | Shellye L. Archambeau | 7,103 | * | * | | Amy Woods Brinkley | 16,309 | * | * | | Jason P. Conley | 101,937 | * | * | | Irene M. Esteves | 2,689 | * | * | | L. Neil Hunn | 515,663(6) | * | * | | Robert D. Johnson | 3,867 | * | * | | Thomas P. Joyce, Jr. | 2,689 | * | * | | John F. Murphy | 821 | * | * | | Laura G. Thatcher | 20,249 | * | * | | Richard F. Wallman | 20,187 | * | * | | Christopher Wright | 48,782(7) | * | * | | John K. Stipancich | 101,645 | * | * | | All current directors and named executive officers as a group (12 individuals) | 841,941 | * | *% |

  37. 2024 Director Compensation

    | ** Less than 1%. |

  38. 2024 Director Compensation

    | (1) Includes the following shares that could be acquired on or before May 30, 2025 upon exercise of stock options issued under Company plans as follows: Mr. Conley (70,242), Mr. Hunn (335,544), Mr. Stipancich (62,713), and all current directors and executive officers as a group (468,499). Holders do not have voting or investment power over unexercised option shares. |

  39. 2024 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. Brinkley (352), Mr. Conley (8,815), Mr. Hunn (32,665), Mr. Murphy (352), Mr. Stipancich (8,110), Ms. Thatcher (352), and Mr. Wallman (352). The total for all current directors and executive officers as a group is (50,998). |

  40. 2024 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. |

  41. 2024 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. |

  42. 2024 Director Compensation

    | (5) Based on information reported on Schedule 13G/A filed with the SEC on November 14, 2024, as of September 30, 2024, T. Rowe Price Associates, Inc. beneficially owned 6,537,372 shares of Roper common stock with sole voting power over 6,343,733 shares and sole dispositive power over 6,508,478 shares. |

  43. 2024 Director Compensation

    | | Roper Technologies, Inc. 2025 Proxy Statement | 19 |

  44. 2024 Director Compensation

    BENEFICIAL OWNERSHIP (CONTINUED)

  45. 2024 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. |

  46. 2024 Director Compensation

    | (7) 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, 31,095 shares directly held by Mr. Wright are held in a margin account. |

  47. 2024 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 filed electronically with the SEC 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 2024, except for the inadvertent late Form 4 reports relating to (i) a gift of 235 shares by director Christopher Wright and, (ii) a gift of 940 shares by director Shellye Archambeau.

  48. 2024 Director Compensation

    | 20 | | Roper Technologies, Inc. 2025 Proxy Statement |

  49. 2024 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 2024 are:

  50. 2024 Director Compensation

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

  51. 2024 Director Compensation

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

  52. 2024 Director Compensation

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

  53. 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; |

  54. OVERVIEW

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

  55. 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 10 and 15 years.

  56. Superior Long-Term Returns for Roper Shareholders¹

    | Period | Compound Annual Shareholder Return | | Total Shareholder Return (TSR) | | | | Roper | S&P 500 | Roper | S&P 500 |

  57. Superior Long-Term Returns for Roper Shareholders¹

    | Q1 2025 | N/A | N/A | 13.6% | -4.3% | | 1-Year | -4.1% | 25.0% | -4.1% | 25.0% | | 3-Years | 2.4% | 8.9% | 7.5% | 29.3% | | 5-Years | 8.6% | 14.5% | 50.9% | 97.0% | | 10-Years | 13.4% | 13.1% | 252.7% | 242.5% | | 15-Years | 17.2% | 13.9% | 983.7% | 602.7% |

  58. Superior Long-Term Returns for Roper Shareholders¹

    | 22 | | Roper Technologies, Inc. 2025 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 $2,748 as of March 31, 2025, compared to only $763 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 (except as otherwise indicated). |

  61. Consideration of Say-on-Pay Vote

    | • | 100% of restricted shares and restricted stock units are performance-based, with all vesting contingent upon meeting multi-year objective financial performance requirements. |

  62. Consideration of Say-on-Pay Vote

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

  63. Consideration of Say-on-Pay Vote

    | • | Equity awards made to all named executive officers may vest only at the end of a three-year period. |

  64. Consideration of Say-on-Pay Vote

    | • | Dividends on restricted shares and dividend equivalents on restricted stock units are not paid until the shares are earned and are forfeited if shares are not earned. |

  65. Consideration of Say-on-Pay Vote

    | • | Starting in 2024, we began using adjusted net earnings together with a relative total shareholder return modifier for our long-term stock incentives to more closely align the long-term program with our future growth ambitions and to be reflective of the cost of capital utilized to support our strategic objectives. We also incorporated an opportunity to achieve a maximum potential payout of 200% of the target opportunity for exceptional growth. Long-term stock incentives granted prior to 2024 used multi-year cumulative EBITDA and relative operating cash flow margin performance requirements. |

  66. Consideration of Say-on-Pay Vote

    | • | Additionally in 2024, we began using growth in adjusted EBITDA as the performance metric for our annual cash incentive program to more closely align the program with our revised strategy for enhanced growth and reflect peer compensation practices. We also incorporated an opportunity to achieve a maximum potential payout of 150% of the target opportunity to further incent growth. |

  67. 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 and restricted stock unit awards (no time vesting alone). ✓ Robust share ownership and retention guidelines. ✓ A “clawback” policy to recoup certain erroneously paid cash and equity compensation, and a supplemental clawback policy adopted in 2024 allowing the Board to seek recoupment of incentive-based compensation (cash or equity, including time-based equity) from its executive officers in the event of certain misconduct. ✓ Risk assessment review as part of risk mitigation process. ✓ Independent compensation consultant retained by the Compensation Committee. | Ò No payment of dividends or dividend equivalents on performance-based restricted stock or restricted stock unit 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. |

  68. Objectives of our Executive Compensation Program

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

  69. Objectives of our Executive Compensation Program

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

  70. 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:

  71. Long-Term Stock Incentives

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

  72. Long-Term Stock Incentives

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

  73. Long-Term Stock Incentives

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

  74. 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. |

  75. 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:

  76. 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.

  77. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units In addition to continued service, the vesting of restricted stock units is 100% contingent on the Company attaining specific, pre-established and objective performance goals, as specified by the Compensation Committee. Dividend equivalents are withheld and paid only to the extent the shares are actually earned by performance. Performance-based restricted stock units are 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.

  78. Equity Grant Timing

    Equity Grant Timing Beginning with 2023, annual equity grants of performance-based restricted stock or restricted stock units and stock options are awarded to our named executive officers at the regularly scheduled committee meeting in March of each year, to coincide with the timing of annual equity awards made to other equity recipients. As a general matter, the Compensation Committee does not take material nonpublic information into account when determining the timing and terms of stock option awards. The grant timing described above is used to provide for a routine and regular grant practice regarding all employees’ stock options, and in order to make sure that the existence (or lack thereof) of material non-public information is not a factor in decisions about the timing or size of stock option grants. Similarly, the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, the Company did not grant options to any named executive officer during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information. 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:

  79. 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.

  80. Cash Incentives

    | 28 | | Roper Technologies, Inc. 2025 Proxy Statement |

  81. 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.

  82. Compensation Committee Oversight

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

  83. 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. |

  84. 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.

  85. 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 2024 there were no conflicts of interest. |

  86. 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. |

  87. Compensation Consultant

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

  88. 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. |

  89. 2024 Peer Group

    2024 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 76% 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 2024, the Committee added Cadence Design Systems, Inc. and Zoom Communications, Inc. to the self-selected peer group to more closely align the peer group with the Company’s portfolio of businesses and removed Motorola Solutions, Inc. from the self-selected peer group. 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 2024 peer companies are listed below along with various size indicators.

  90. 2024 Peer Group

    | 32 | | Roper Technologies, Inc. 2025 Proxy Statement |

  91. 2024 Peer Group

    | Market Capitalization(1) ($ millions) | Enterprise Value(1) ($ millions) | Revenue(2) ($ millions) | Net Income(2) ($ millions) | Global Industry Classification Standard (GICS) Sub-Industry |

  92. 2024 Peer Group

    | Salesforce, Inc. | CRM | $285,042 | $283,892 | $37,895 | $6,197 | Application Software | | Adobe Inc. | ADBE | $190,729 | $191,575 | $21,525 | $5,560 | Application Software | | Intuit Inc. | INTU | $171,606 | $176,039 | $17,167 | $3,037 | Application Software | | Cadence Design Systems, Inc. | CDNS | $68,664 | $68,506 | $4,641 | $1,055 | Application Software | | Autodesk, Inc. | ADSK | $58,955 | $59,628 | $6,118 | $1,112 | Application Software | | ANSYS, Inc. | ANSS | $29,210 | $28,578 | $2,545 | $576 | Application Software | | Zoom Communications, Inc. | ZM | $19,317 | $14,794 | $4,665 | $1,010 | Application Software | | Boston Scientific Corporation | BSX | $153,171 | $164,107 | $16,746 | $1,853 | Health Care Equipment | | Stryker Corporation | SYK | $147,362 | $156,989 | $22,595 | $2,993 | Health Care Equipment | | ServiceNow, Inc. | NOW | $191,531 | $188,493 | $10,984 | $1,425 | Systems Software | | Palo Alto Networks, Inc. | PANW | $126,084 | $123,737 | $8,571 | $1,255 | Systems Software | | KKR & Co. | KKR | $120,438 | $194,423 | $23,383 | $3,076 | Asset Management & Custody Banks | | Blackstone Inc. | BX | $117,553 | $218,197 | $12,459 | $2,777 | Asset Management & Custody Banks | | Ares Management Corporation | ARES | $34,890 | $49,042 | $4,215 | $433 | Asset Management & Custody Banks | | The Carlyle Group Inc. | CG | $18,002 | $26,142 | $5,293 | $1,020 | Asset Management & Custody Banks | | Veeva Systems Inc. | VEEV | $36,389 | $31,398 | $2,656 | $666 | Health Care Technology | | Median | | $118,995 | $140,363 | $9,777 | $1,340 | | | Roper | ROP | $62,767 | $70,402 | $7,039 | $1,549 | Application Software |

  93. 2024 Peer Group

    Source: FactSet

  94. 2024 Peer Group

    | (1) As of 2/28/25 |

  95. 2024 Peer Group

    | (2) Last four quarters available as of 2/28/25 |

  96. 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.

  97. Long-Term Measurement Period

    | | Roper Technologies, Inc. 2025 Proxy Statement | 33 |

  98. External Comparisons

    External Comparisons Compensation for Roper’s CEO is within the range for Roper’s self-selected peers and high-performing chief executive officers of publicly traded companies. Among private equity firms, compensation for Roper’s CEO is below levels that would be expected for commensurate levels of performance. Further, we believe that compensation for our CEO has been reasonable and reflects the value created for shareholders over both the short- and long-term. In early 2024, the Compensation Committee reviewed Mr. Hunn’s compensation compared to similarly situated CEOs and decided to maintain his salary and his annual bonus opportunity at $1,000,000, and 200% of his base salary, respectively. The Committee increased Mr. Hunn’s total target direct compensation by approximately 4%, with such increase allocated 25% to stock options and 75% to performance-based RSUs.

  99. Annual Cash Incentive

    Annual Cash Incentive

  100. Funding Schedule

    Funding Schedule In 2024, 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 now use growth in adjusted EBITDA (as opposed to adjusted net earnings) as the applicable cash incentive 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 instead of 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:

  101. Funding Schedule

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

  102. 2024 Annual Cash Incentive Schedule

    2024 Annual 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).

  103. 2024 Annual Cash Incentive Schedule

    | Potential Threshold Annual Cash Incentive | Potential Target Annual Cash Incentive | Potential Maximum Annual Cash Incentive | Actual Annual Cash Incentive Payment |

  104. 2024 Annual Cash Incentive Schedule

    | Mr. Hunn | $600,000 | $2,000,000 | $3,000,000 | $2,282,000 | | Mr. Conley | $266,250 | $887,500 | $1,331,250 | $1,012,638 | | Mr. Stipancich | $313,125 | $1,043,750 | $1,565,625 | $1,190,919 |

  105. Long-Term Stock Incentives

    Long-Term Stock Incentives We award both stock options and performance-based restricted stock units 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. Prior to 2024, we used adjusted EBITDA and relative 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 began 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. In addition, in 2024 the Committee revised the performance-based restricted stock unit program to further 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 unit awards. The target value of the awards granted to our named executive officers in March 2024 is set forth below. The total target value of awards for 2024 increased 4.6% for Mr. Hunn, 20.0% for Mr. Conley, and 21.7% for Mr. Stipancich, reflecting their respective significant contributions with respect to the continued development and implementation of Roper’s strategic capital deployment process and aligning their compensation closer to that of the market for executives with similar responsibilities.

  106. Long-Term Stock Incentives

    | 36 | | Roper Technologies, Inc. 2025 Proxy Statement |

  107. Fiscal 2024 Long-Term Equity Awards

    Fiscal 2024 Long-Term Equity Awards

  108. Fiscal 2024 Long-Term Equity Awards

    | Value of Stock Options | Value of Performance- Based Restricted Stock Units* | Total Target Value of Awards |

  109. Fiscal 2024 Long-Term Equity Awards

    | Mr. Hunn | $4,847,000 | $14,542,000 | $19,389,000 | | Mr. Conley | $1,500,000 | $4,500,000 | $6,000,000 | | Mr. Stipancich | $1,400,000 | $4,200,000 | $5,600,000 |

  110. Fiscal 2024 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 2024 Long-Term Equity Awards

    These awards are shown in the 2024 Grants of Plan-Based Awards table. The stock options generally vest on the third anniversary of the date of grant. Revised Long-Term Metrics. In 2024, the Committee replaced cumulative adjusted EBITDA as a performance metric with a three-year adjusted net earnings(1) compound annual 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 unit awards 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. If the Company achieves flat growth in adjusted net earnings then the unmodified vesting for the restricted stock units is 35% of target. If the Company achieves between 3% and 10% in adjusted net earnings CAGR then the unmodified vesting is 100% of target. Overdrive Opportunity. 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 three-year performance period exceeds 10% as set forth below:

  112. Fiscal 2024 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 |

  113. Fiscal 2024 Long-Term Equity Awards

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

  114. Fiscal 2024 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:

  115. Fiscal 2024 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%; |

  116. Fiscal 2024 Long-Term Equity Awards

    | (1) 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). |

  117. Fiscal 2024 Long-Term Equity Awards

    | | Roper Technologies, Inc. 2025 Proxy Statement | 37 |

  118. Fiscal 2024 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 |

  119. Fiscal 2024 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. However, in no event will vesting of target shares and overdrive shares exceed 200% of the target shares awarded. |

  120. Fiscal 2024 Long-Term Equity Awards

    Pro-rated vesting using straight-line interpolation between the 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. Metric Adjustment Applicable to 2025 Awards. For 2025, the Committee has adopted more rigorous performance criteria with respect to the entry point for vesting of 35% of the target award and the threshold for vesting of 100% of the target award. The enhanced rigor will require the Company to generate an approximate incremental $60 million of adjusted net earnings for the performance period (in addition to the higher baseline from using 2024 as the baseline versus 2023).

  121. Prior Long-Term Stock Incentive Awards

    Prior Long-Term Stock Incentive Awards

  122. January 2022 Awards

    | Performance Criteria | Weight | Minimum Threshold for Payout | Performance for Target Payout | Actual Performance |

  123. Regulatory Considerations

    Regulatory Considerations Effective for taxable years beginning after December 31, 2017, the Tax Cuts and Jobs Act changed certain aspects of executive compensation, including elimination of a Company’s ability to deduct “performance-based” compensation in excess of $1 million to named executive officers under Section 162(m) of the Code. We will continue to consider tax implications in making compensation decisions and, when believed to be in the best long-term interests of our shareholders, we may provide compensation that is not fully deductible. In making decisions about executive compensation, we also consider the impact of other regulatory provisions, including Section 409A of the Code regarding non-qualified deferred compensation and Section 280G of the Code regarding compensation pursuant to a change in control. We also consider how various elements of compensation will impact our financial results. For example, ASC Topic 718, the accounting standard that determines the cost to be recognized for equity awards, is considered when awarding stock options, restricted stock awards, and restricted stock unit awards.

  124. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  125. 2024 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 | 2024 | 1,000,000 | 15,023,657 | 4,847,184 | 2,282,000 | 533,781 | 23,686,622 | | President and Chief | 2023 | 1,000,000 | 13,982,907 | 4,632,002 | 21,168,465 | 512,211 | 41,295,585 | | Executive Officer | 2022 | 1,000,000 | 13,896,152 | 4,632,053 | 2,000,000 | 365,160 | 21,893,365 | | Jason P. Conley | 2024 | 710,000 | 4,649,142 | 1,499,975 | 1,012,638 | 165,304 | 8,037,059 | | Executive Vice President | 2023 | 675,000 | 3,773,437 | 1,250,053 | 843,750 | 149,571 | 6,691,811 | | and Chief Financial Officer | 2022 | 605,000 | 2,649,924 | 874,971 | 756,250 | 140,993 | 5,027,138 | | John K. Stipancich | 2024 | 835,000 | 4,338,897 | 1,399,988 | 1,190,919 | 172,125 | 7,936,929 | | Executive Vice President, | 2023 | 800,000 | 3,471,648 | 1,150,007 | 1,000,000 | 163,687 | 6,585,342 | | General Counsel and Corporate Secretary | 2022 | 770,000 | 2,649,924 | 920,000 | 962,500 | 184,500 | 5,486,924 |

  126. 2024 Summary Compensation Table

    | (1) Amounts shown for 2024 include, as applicable, deferrals to the 401(k) plan and the Non-Qualified Retirement Plan. |

  127. 2024 Summary Compensation Table

    | (2) The dollar values shown for 2024 represent the grant date fair values for restricted stock units 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 2024, which are included in our Annual Report on Form 10-K for the fiscal year ended 2024 filed with the SEC. There is no assurance that these amounts will be realized. The restricted stock unit awards are all subject to performance-based vesting criteria. The value of restricted stock units in the table assumes target performance. The values of the restricted stock units granted in fiscal 2024 at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr.Hunn—$30,047,314; Mr. Conley—$9,298,284; and Mr. Stipancich—$8,677,794. The performance-based criteria for awards granted in 2024 are described in the CD&A under “Analysis of 2024 Compensation—Long-Term Stock Incentives,” and the vesting schedule for awards granted in 2024 is set forth in the notes to the 2024 Outstanding Equity Awards at Fiscal Year End table below. |

  128. 2024 Summary Compensation Table

    | (3) The amounts in this column for 2024 reflect payments made pursuant to our cash incentive program, which is described above in the CD&A under “Analysis of 2024 Compensation—Annual Cash Incentive,” and were based upon base salaries as of the beginning of the year. |

  129. 2024 Summary Compensation Table

    | (4) Amounts reported in the “All Other Compensation” column for 2024 include the following items. In respect of any of these items that constitute perquisites, the value shown is the Company’s incremental cost. |

  130. 2024 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 | 14,335 | 225,000 | 24,000 | 4,500 | 30,000 | 1,562,729 | | Jason P. Conley | 15,351 | - | 30,000 | 3,500 | - | 116,453 | | John K. Stipancich | - | - | 30,000 | 4,500 | - | 137,625 |

  131. 2024 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. |

  132. 2024 Summary Compensation Table

    | (b) Reflects contributions to the Non-Qualified Retirement Plan and the 401(k) plan. With respect to Mr. Hunn, $1,326,782 of the amount was included in the Summary Compensation Table for 2023 in connection with the payout of the five-year CEO Special Long-Term Cash Incentive. |

  133. 2024 Summary Compensation Table

    | 42 | | Roper Technologies, Inc. 2025 Proxy Statement |

  134. 2024 Grants of Plan-Based Awards

    2024 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, 2024.

  135. 2024 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 (#) | Maximum (#) | | | |

  136. 2024 Grants of Plan-Based Awards

    | L. Neil Hunn | 03/12/2024 | | | | 9,287 | 26,537 | 53,074 | | | 15,023,657 | | | 03/12/2024 | | | | | | | 27,875(3) | 555.20 | 4,847,184 | | | 03/12/2024 | 600,000 | 2,000,000 | 3,000,000 | | | | | | | | Jason P. Conley | 03/12/2024 | | | | 2,874 | 8,212 | 16,424 | | | 4,649,142 | | | 03/12/2024 | | | | | | | 8,626(3) | 555.20 | 1,499,975 | | | 03/12/2024 | 266,250 | 887,500 | 1,331,250 | | | | | | | | John K. Stipancich | 03/12/2024 | | | | 2,682 | 7,664 | 15,328 | | | 4,338,897 | | | 03/12/2024 | | | | | | | 8,051(3) | 555.20 | 1,399,988 | | | 03/12/2024 | 313,125 | 1,043,750 | 1,565,625 | | | | | | |

  137. 2024 Grants of Plan-Based Awards

    | (1) For an explanation of the material terms, refer to the CD&A section above captioned “Analysis of 2024 Compensation—Annual Cash Incentive.” Amounts paid under this program for 2024 are set forth in the 2024 Summary Compensation Table. |

  138. 2024 Grants of Plan-Based Awards

    | (2) The performance restricted stock units awarded to the named executive officers generally vest in March 2027. All awards are subject to the performance criteria described in the CD&A under “Analysis of 2024 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 the performance criteria. The maximum payout represents the number of shares that would vest upon the satisfaction of the maximum performance for the performance criteria. Dividend equivalents on restricted stock units will be paid only if the shares are earned by performance. |

  139. 2024 Grants of Plan-Based Awards

    | (3) The stock options awarded to the named executive officers generally vest in March 2027. 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. |

  140. 2024 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. |

  141. 2024 Grants of Plan-Based Awards

    | | Roper Technologies, Inc. 2025 Proxy Statement | 43 |

  142. 2024 Outstanding Equity Awards at Fiscal Year End

    2024 Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information with respect to outstanding equity awards at December 31, 2024 for the named executive officers.

  143. 2024 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) |

  144. 2024 Outstanding Equity Awards at Fiscal Year End

    | L. Neil Hunn | 30,000 | | 186.75 | 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 | | 413.15 | 01/13/2031 | | | | | | 41,044(2) | 464.52 | 01/12/2032 | | | | | | 35,928(3) | 428.07 | 03/14/2033 | | | | | | 27,875(4) | 555.20 | 03/12/2034 | | | | | | | | | 59,202(5)(8) | 30,776,160 | | 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 | | | | | 9,111 | | 413.15 | 01/13/2031 | | | | | | 7,753(2) | 464.52 | 01/12/2032 | | | | | | 9,696(3) | 428.07 | 03/14/2033 | | | | | | 8,626(4) | 555.20 | 03/12/2034 | | | | | | | | | 17,027(6)(8) | 8,851,486 | | 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 | | | | | 9,647 | | 413.15 | 01/13/2031 | | | | | | 8,152(2) | 464.52 | 01/12/2032 | | | | | | 8,920(3) | 428.07 | 03/14/2033 | | | | | | 8,051(4) | 555.20 | 03/12/2034 | | | | | | | | | 15,774(7)(8) | 8,200,114 |

  145. 2024 Outstanding Equity Awards at Fiscal Year End

    | (1) Calculated by multiplying $519.85, the closing market price of our common stock on December 31, 2024, by the number of restricted shares and restricted stock units that have not vested. |

  146. 2024 Outstanding Equity Awards at Fiscal Year End

    | (2) These stock options were granted on January 12, 2022 with unexercisable shares vesting in January 2025. |

  147. 2024 Outstanding Equity Awards at Fiscal Year End

    | (3) These stock options were granted on March 14, 2023 with unexercisable shares vesting in March 2026. |

  148. 2024 Outstanding Equity Awards at Fiscal Year End

    | (4) These stock options were granted on March 12, 2024 with unexercisable shares vesting in March 2027. |

  149. 2024 Outstanding Equity Awards at Fiscal Year End

    | (5) This represents multiple restricted stock and restricted stock unit awards with the remaining shares of each grant vesting, subject to certification that applicable Company performance conditions have been met, as follows: |

  150. 2024 Outstanding Equity Awards at Fiscal Year End

    | • | 32,665 restricted shares granted on March 14, 2023 and vesting in March 2026; and |

  151. 2024 Outstanding Equity Awards at Fiscal Year End

    | • | 26,537 restricted stock units granted on March 12, 2024 and vesting in March 2027. |

  152. 2024 Outstanding Equity Awards at Fiscal Year End

    | 44 | | Roper Technologies, Inc. 2025 Proxy Statement |

  153. 2024 Outstanding Equity Awards at Fiscal Year End

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

  154. 2024 Outstanding Equity Awards at Fiscal Year End

    | • | 8,815 restricted shares granted on March 14, 2023 and vesting in March 2026; and |

  155. 2024 Outstanding Equity Awards at Fiscal Year End

    | • | 8,212 restricted stock units granted on March 12, 2024 and vesting in March 2027. |

  156. 2024 Outstanding Equity Awards at Fiscal Year End

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

  157. 2024 Outstanding Equity Awards at Fiscal Year End

    | • | 8,110 restricted shares granted on March 14, 2023 and vesting in March 2026; and |

  158. 2024 Outstanding Equity Awards at Fiscal Year End

    | • | 7,664 restricted stock units granted on March 12, 2024 and vesting in March 2027. |

  159. 2024 Outstanding Equity Awards at Fiscal Year End

    | (8) For all restricted stock and restricted stock unit awards granted, the vesting only occurs if the Compensation Committee certifies our Company’s attainment of related performance goals. |

  160. 2024 Outstanding Equity Awards at Fiscal Year End

    | | Roper Technologies, Inc. 2025 Proxy Statement | 45 |

  161. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  162. 2024 Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting ($) |

  163. 2024 Option Exercises and Stock Vested

    | L. Neil Hunn | 30,000 | 12,482,091 | 29,403 | 15,904,377 | | Jason P. Conley | - | - | 5,607 | 3,032,882 | | John K. Stipancich | - | - | 5,607 | 3,032,882 |

  164. No Pension Benefits

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

  165. 2024 Non-Qualified Deferred Compensation

    2024 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, 2024.

  166. 2024 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) |

  167. 2024 Non-Qualified Deferred Compensation

    | L. Neil Hunn | 2,052,956 | 1,536,854 | 358,173 | (721,774) | 4,251,960 | | Jason P. Conley | 281,677 | 90,578 | 209,416 | (293,384) | 3,323,852 | | John K. Stipancich | 110,100 | 111,750 | 102,609 | - | 1,731,417 |

  168. 2024 Non-Qualified Deferred Compensation

    | (1) Amounts reflect participant deferrals under the Non-Qualified Retirement Plan during the fiscal year ended December 31, 2024 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. 2024 Non-Qualified Deferred Compensation

    | (2) Except with respect to $1,326,782 for Mr. Hunn, which was included in the Summary Compensation Table for 2023 in connection with the payout of the five-year CEO Special Long-Term Cash Incentive, the amounts in this column are included in the Summary Compensation Table in the “All Other Compensation” column. |

  170. 2024 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. 2024 Non-Qualified Deferred Compensation

    | (4) 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, $2,922,783; Mr. Conley, $1,955,265; and Mr. Stipancich, $1,210,265. |

  172. 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.

  173. Potential Payments upon Termination or Change in Control

    | 46 | | Roper Technologies, Inc. 2025 Proxy Statement |

  174. 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) |

  175. 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) |

  176. 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) |

  177. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we compared the total compensation of our CEO in 2024 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 18,134 employees (12,061 of which are based in the United States), including our full-time, part-time and temporary workers, and excluded our employees in Germany (101) and France (94) under the de minimis exemption. We identified our median employee as of December 31, 2024 by applying a consistent compensation measure for the period from January 1, 2024 to December 31, 2024 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 2024. Our median employee’s total 2024 compensation was $95,181 and our CEO’s was $23,706,520 ($19,938 more than as reported in the Summary Compensation Table above due to the inclusion of certain employee benefits). Accordingly, our 2024 CEO to Median Employee Pay Ratio was 249:1. 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.

  178. CEO Pay Ratio

    | | Roper Technologies, Inc. 2025 Proxy Statement | 49 |

  179. 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.

  180. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  181. 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 | | | |

  182. PAY VERSUS PERFORMANCE

    | 2024 | $23,686,622 | $14,635,756 | $7,986,994 | $5,748,204 | $151 | $300 | $1,549 | $2,282 | $2,832 | | 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 2024, 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 Covered Years 2020, 2021, 2022, and 2023 are Jason P. Conley, Robert C. Crisci and John K. Stipancich. Mr. Conley and Mr. Stipancich are the other NEOs for Covered Year 2024. |

  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) | 2024 |

  188. PAY VERSUS PERFORMANCE

    | For PEO: | | | -SCT “Stock Awards” column value | (15,023,657) | | -SCT “Option Awards” column value | (4,847,184) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 16,178,883 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | (4,554,750) | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year | (804,158) | | For Non-PEO Named Executive Officers (Average): | | | -SCT “Stock Awards” column value | (4,494,019) | | -SCT “Option Awards” column value | (1,449,982) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 4,839,618 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year | (1,043,392) | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year | (91,015) |

  189. PAY VERSUS PERFORMANCE

    Please note that while similar adjustment information was provided in the Company’s 2024 proxy statement for Covered Year 2023 and in the Company’s 2023 proxy statement for Covered Years 2020, 2021 and 2022, under

  190. PAY VERSUS PERFORMANCE

    | 50 | | Roper Technologies, Inc. 2025 Proxy Statement |

  191. PAY VERSUS PERFORMANCE

    applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in the Company’s view it is not material to the Company shareholders’ understanding of the information reported in the PVP table for 2024 or the relationships disclosures provided below. 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.

  192. 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. |

  193. 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. |

  194. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2025 Proxy Statement | 51 |

  195. PAY VERSUS PERFORMANCE

    The following table lists the four 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 2024 to our performance:

  196. PAY VERSUS PERFORMANCE

    | Adjusted Free Cash Flow | | Adjusted EBITDA | | Adjusted Net Earnings | | Relative Total Shareholder Return |

  197. PAY VERSUS PERFORMANCE

    | 52 | | Roper Technologies, Inc. 2025 Proxy Statement |

  198. 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 10 and 15 years, our compound annual return to shareholders was 13.4% and 17.2%, respectively, compared to the S&P 500’s return over the same periods of 13.1% and 13.9%, 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 2026 Annual Meeting. The Board recommends a vote “FOR” the resolution approving, on an advisory basis, the compensation of the Company’s named executive officers.

  199. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2025 Proxy Statement | 53 |

  200. 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, 2024; (ii) reviewed and discussed with the Company’s management the Company’s audited financial statements for the fiscal year ended December 31, 2024; (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, 2024, for filing with the SEC. AUDIT COMMITTEE Richard F. Wallman, Chair Irene M. Esteves Thomas P. Joyce, Jr. John F. Murphy 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.

  201. PAY VERSUS PERFORMANCE

    | 54 | | Roper Technologies, Inc. 2025 Proxy Statement |

  202. 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, 2024 and 2023. 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.

  203. PAY VERSUS PERFORMANCE

    | | Dollars in Thousands | | | Fees | FY 2024 | FY 2023 | | Audit Fees(1) | $6,306 | $5,546 | | Audit-Related Fees(2) | - | 1,934 | | Tax Fees(3) | 146 | 840 | | Total Fees | $6,452 | $8,320 |

  204. 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. |

  205. 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. |

  206. PAY VERSUS PERFORMANCE

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

  207. 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, 2025 The Audit Committee has appointed PwC as our independent registered public accounting firm for the year ending December 31, 2025. 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 ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025.

  208. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2025 Proxy Statement | 55 |

  209. PAY VERSUS PERFORMANCE

    ANNUAL MEETING AND VOTING INFORMATION Our Company is soliciting the enclosed proxy for use at the 2025 Annual Meeting of Shareholders. This Proxy Statement and the enclosed proxy card are being mailed or otherwise made available to shareholders on or about April 25, 2025. We are concurrently mailing or making available to shareholders a copy of our 2024 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Our Annual Report on Form 10-K and its exhibits are available at www.sec.gov. Our 2024 Annual Report and Annual Report on Form 10-K are not part of these proxy soliciting materials. This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

  210. PAY VERSUS PERFORMANCE

    | Q: | When is the Annual Meeting? |

  211. PAY VERSUS PERFORMANCE

    | A: | Date & Time: |

  212. PAY VERSUS PERFORMANCE

    Tuesday, June 10, 2025 at 10:00 a.m. (Eastern) (and at any postponement or adjournments thereof) Place: The Westin Sarasota 100 Marina View Drive Sarasota, Florida 34236

  213. PAY VERSUS PERFORMANCE

    | Q: | What is the purpose of this meeting? |

  214. PAY VERSUS PERFORMANCE

    | A: | This is the Annual Meeting of our shareholders. At this meeting, we will be voting on the following matters: |

  215. PAY VERSUS PERFORMANCE

    | 1. | The election of nine director nominees; |

  216. PAY VERSUS PERFORMANCE

    | 2. | Approval of, on a non-binding advisory basis, the compensation of our named executive officers; and |

  217. PAY VERSUS PERFORMANCE

    | 3. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025. |

  218. PAY VERSUS PERFORMANCE

    Our Board of Directors strongly encourages you to exercise your right to vote on these matters. Your vote is important. Voting early by Internet, telephone, or mailing proxy or voting instruction card helps ensure that we receive a quorum of shares necessary to hold the meeting.

  219. PAY VERSUS PERFORMANCE

    | Q: | What happens if additional matters are presented at the Annual Meeting? |

  220. PAY VERSUS PERFORMANCE

    | A. | We are not aware of any matters to be acted upon at the Annual Meeting other than the proposals described in this Proxy Statement. The Board of Directors has named Michael R. Peterson and John K. Stipancich as proxy holders for this Annual Meeting. If for any reason a director nominee is not available as a candidate, the proxy holders may vote your shares for another candidate who may be nominated by the Board, or the Board may reduce its size. |

  221. PAY VERSUS PERFORMANCE

    All shares of our common stock represented by properly executed and unrevoked proxies will be voted by the person named as proxy holder in accordance with the instruction given. If no instructions are indicated on a proxy, properly executed proxies will be voted as follows: FOR each director nominee; FOR the approval of the compensation of our named executive officers; and FOR the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025.

  222. PAY VERSUS PERFORMANCE

    | 56 | | Roper Technologies, Inc. 2025 Proxy Statement |

  223. PAY VERSUS PERFORMANCE

    | Q: | Who may vote at the Annual Meeting? |

  224. PAY VERSUS PERFORMANCE

    | A: | Only shareholders of record at the close of business on the record date will be entitled to vote at the Annual Meeting or any postponed or adjourned meeting, and these shareholders will be entitled to vote whether or not they have transferred any of their shares of Roper common stock since that date. |

  225. PAY VERSUS PERFORMANCE

    | Q: | What is the record date? |

  226. PAY VERSUS PERFORMANCE

    | A: | Our Board has established the close of business on April 16, 2025 as the record date to determine the shareholders of record entitled to receive a notice of, and to vote at, our Annual Meeting or any postponement or adjournment thereof. On the record date, there were 107,519,731 shares of our common stock, $0.01 par value, outstanding and entitled to vote. Each share of our common stock is entitled to one vote that may be voted on each matter to be acted upon at this Annual Meeting. |

  227. PAY VERSUS PERFORMANCE

    | Q: | What is a shareholder of record? |

  228. PAY VERSUS PERFORMANCE

    | A: | A shareholder of record or a registered shareholder is a shareholder whose ownership of Roper Technologies, Inc. common stock is reflected directly on the books and records of our transfer agent, Computershare Trust Company, N.A. If you are a shareholder of record, we are providing these materials directly to you. |

  229. PAY VERSUS PERFORMANCE

    If you hold your shares of common stock through a bank, broker, or other intermediary, you are considered the “beneficial owner” of those shares held in “street name,” and you are not a shareholder of record. The shareholder of record of the shares is your bank, broker, or other intermediary. If your shares are held in street name, these proxy materials have been forwarded to you by your bank, broker, or other intermediary. As the beneficial owner, you have the right to instruct that institution on how to vote the shares you beneficially own.

  230. PAY VERSUS PERFORMANCE

    | Q: | How can I submit my vote? |

  231. PAY VERSUS PERFORMANCE

    | A: | There are four ways to vote: by Internet, by telephone, by mail or in person. Submitting your proxy by Internet, telephone, or mail will not affect your right to attend the Annual Meeting and change your vote. Unless you are voting in person, your vote must be received by 11:59 p.m. Eastern Time on June 9, 2025. |

  232. PAY VERSUS PERFORMANCE

    | • | By Internet. Have your proxy card available and log on to www.proxypush.com/ROP. |

  233. PAY VERSUS PERFORMANCE

    | • | By Telephone. Have your proxy card available and call 866-829-5176 toll free (US only) from a touchtone telephone. |

  234. PAY VERSUS PERFORMANCE

    | • | By Mail. Mark, date, sign, and promptly mail the enclosed proxy card in the postage-paid envelope provided for mailing in the United States. |

  235. PAY VERSUS PERFORMANCE

    | • | In Person. You may vote by ballot in person at the Annual Meeting. Bring your proxy card if you received one by mail, otherwise we will provide shareholders of record a ballot at the Annual Meeting. |

  236. PAY VERSUS PERFORMANCE

    If your shares are held by a bank, broker, or other intermediary, that institution will provide voting instructions with the proxy materials. Please follow the voting instructions that you receive from that institution. Additionally, if you plan to vote in person at the Annual Meeting and your shares are held by a bank, broker, or other intermediary, you must obtain proof of stock ownership as of the record date and have a valid legal proxy from the institution that holds your shares.

  237. PAY VERSUS PERFORMANCE

    | Q: | What is a broker non-vote? |

  238. PAY VERSUS PERFORMANCE

    | A: | If your shares are held in street name through a bank, broker, or other intermediary, you must provide voting instructions to that institution. Under the rules of the Nasdaq Global Select Market, if you do not provide voting instructions, the institution may vote in its discretion on routine proposals, but not on non-routine proposals, or leave the shares unvoted, which is called a “broker non-vote.” |

  239. PAY VERSUS PERFORMANCE

    The following proposals are not considered routine proposals, so banks, brokers, and other intermediaries do not have discretionary authority to vote on these matters if they have not received voting instructions from you: (i) the election of directors; and (ii) the advisory vote on the approval of the compensation of our named executive officers. The ratification of the appointment of the independent registered public accounting firm is considered a routine proposal, so if you do not provide voting instructions, the institution holding your shares may either leave the shares unvoted or vote the shares in its discretion. If your shares are held through a bank, broker, or other intermediary, please follow the voting instructions that you receive from that institution. The institution will be unable to vote

  240. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2025 Proxy Statement | 57 |

  241. PAY VERSUS PERFORMANCE

    your shares on any of the proposals except the appointment of PwC unless you have provided voting instructions.

  242. PAY VERSUS PERFORMANCE

    | Q: | How are broker non-votes and abstentions treated? |

  243. PAY VERSUS PERFORMANCE

    | A: | Broker non-votes are not treated as votes cast for purposes of the election of directors, so they will have no effect on the election of directors. Broker non-votes are not treated as entitled to vote for all other matters proposed for a vote at the meeting, so they will have no effect on those matters. Abstentions are not treated as votes cast for purposes of the election of directors, so they will have no effect on the election of directors. Abstentions are treated as present and entitled to vote so they will have the effect of a vote cast against the approval for all other matters proposed for a vote at the meeting. |

  244. PAY VERSUS PERFORMANCE

    | Q: | What constitutes a quorum? |

  245. PAY VERSUS PERFORMANCE

    | A: | To conduct business at our Annual Meeting, we must have a quorum of shareholders present. A quorum is present when a majority of the outstanding shares of stock entitled to vote as of the record date are represented in person or by proxy. Broker non-votes and abstentions will be counted toward the establishment of the quorum. If there is an insufficient number of shares represented for a quorum or to approve any proposal at the Annual Meeting, the Annual Meeting may be postponed or adjourned to permit the further solicitation of proxies. |

  246. PAY VERSUS PERFORMANCE

    | Q: | How many votes are needed for each proposal? |

  247. PAY VERSUS PERFORMANCE

    | A: | Our By-laws provide that each director will be elected by a majority of the votes cast with respect to such director (except in the case of contested elections, in which case directors are elected by a plurality). A “majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director. Broker non-votes and abstentions will have no impact as they are not counted as votes cast for the election of directors. If an incumbent director fails to receive a majority of the votes cast, the director will tender his or her resignation to the Board. The Nominating and Governance Committee or another committee will consider the director’s resignation and recommend to the Board |

  248. PAY VERSUS PERFORMANCE

    | whether to accept or reject the resignation. The Board will publicly disclose its decision regarding the resignation within 90 days after the election results are certified. |

  249. PAY VERSUS PERFORMANCE

    The vote on the approval of compensation of our named executive officers is an advisory vote and non-binding on the Company. If the majority of the shares present in person or represented by proxy and entitled to vote are cast in favor of the proposal, then it will be deemed to be the approval of the shareholders. Abstentions will have the effect of a vote against the proposal. Broker non-votes will be excluded from the calculation and will have no effect on the outcome of the voting. The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote is required to approve the ratification of the appointment of PwC as the independent registered accounting firm of the Company. Abstentions will have the effect of a vote against this proposal. This proposal is considered a routine matter on which the broker will have discretionary authority to vote on the proposal should a beneficial owner not provide voting instructions. For that reason, if you are a beneficial owner and you wish to vote “for,” “against” or “abstain” on this proposal, you will have to provide your broker with such instruction. Otherwise, your broker will vote in its discretion. For all other matters proposed for a vote at the meeting, the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote is required to approve the matter. Abstentions will have the effect of a vote against these proposals. Broker non-votes will have no effect on the outcome of the voting.

  250. PAY VERSUS PERFORMANCE

    | Q: | Is my proxy revocable? |

  251. PAY VERSUS PERFORMANCE

    | A: | You may revoke your proxy before it is exercised by voting in person at the Annual Meeting, by timely delivering a subsequent proxy or by notifying us in writing of such revocation to the attention of the Corporate Secretary, Roper Technologies, Inc., 6496 University Parkway, Sarasota, Florida 34240. |

  252. PAY VERSUS PERFORMANCE

    If you are not the shareholder of record, you will need documentation from your record holder stating your ownership to vote personally at the Annual Meeting. See “What is a shareholder of record?” above.

  253. PAY VERSUS PERFORMANCE

    | 58 | | Roper Technologies, Inc. 2025 Proxy Statement |

  254. PAY VERSUS PERFORMANCE

    | Q: | What is “householding” and how does it affect me? |

  255. PAY VERSUS PERFORMANCE

    | A. | The proxy rules of the SEC permit companies and intermediaries, such as brokers and banks, to satisfy Proxy Statement delivery requirements for two or more shareholders sharing an address by delivering one set of proxy materials to those shareholders. This procedure, known as “householding,” reduces the amount of duplicate information that shareholders receive and lowers our printing and mailing costs. |

  256. PAY VERSUS PERFORMANCE

    Certain intermediaries use householding for our proxy materials and our 2024 Annual Report. Therefore, only one set of materials may have been delivered to your address if multiple shareholders share the same address. If you share an address with another shareholder and wish to receive a separate set of materials in the future, or if you would like to receive only one set of materials, you should contact your bank, broker, or other intermediary or us at the address and telephone number below. We will promptly send a separate copy of this Proxy Statement or the 2024 Annual Report if you call us at 941-556-2601 or direct your request in writing to the attention of the Corporate Secretary, Roper Technologies, Inc., 6496 University Parkway, Sarasota, Florida 34240.

  257. PAY VERSUS PERFORMANCE

    | Q: | How can I find the voting results of the Annual Meeting? |

  258. PAY VERSUS PERFORMANCE

    | A. | The Board of Directors has designated an inspector of election who will tabulate the votes submitted by proxy and by ballot. Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a |

  259. PAY VERSUS PERFORMANCE

    | Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official voting results are not available at that time, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available. |

  260. PAY VERSUS PERFORMANCE

    | Q: | Who is paying for the expenses involved in preparing and mailing this Proxy Statement? |

  261. PAY VERSUS PERFORMANCE

    | A: | Roper is paying the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies. Our directors, executive officers and other employees may solicit proxies, without additional compensation, personally or by telephone, email or other means of communication. We have also engaged MacKenzie Partners as the proxy solicitor for this Annual Meeting for a fee of approximately $17,500 plus reasonable expenses. We will reimburse banks, brokers, and other intermediaries, such as custodians, nominees and fiduciaries, that hold our common stock in their names or in the names of their nominees for their reasonable expenses in forwarding proxy materials to beneficial owners. |

  262. PAY VERSUS PERFORMANCE

    | Q: | What is your website for additional information? |

  263. PAY VERSUS PERFORMANCE

    | A: | We maintain a website at www.ropertech.com. The information on our website is not part of this Proxy Statement, and it is not incorporated into any other filings we make with the SEC. |

  264. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2025 Proxy Statement | 59 |

  265. PAY VERSUS PERFORMANCE

    INFORMATION REGARDING THE 2026 ANNUAL MEETING OF SHAREHOLDERS If you wish to submit a matter to be considered at the 2026 Annual Meeting of Shareholders, you must comply with the procedures set forth below. Any proposal or nomination to be made to the Company should be sent to:

  266. PAY VERSUS PERFORMANCE

    | Roper Technologies, Inc. | | 6496 University Parkway | | Sarasota, Florida 34240 | | Attention: Corporate Secretary jstipancich@ropertech.com |

  267. PAY VERSUS PERFORMANCE

    | • | Proxy Statement Proposals. If you intend to submit a proposal to be included in the Proxy Statement for the 2026 Annual Meeting of Shareholders, we must receive your proposal no later than December 26, 2025. All proposals must comply with the SEC regulations under Rule 14a-8 for including shareholder proposals in a company’s proxy material. |

  268. PAY VERSUS PERFORMANCE

    | • | Director Candidate Nomination. Our By-laws set forth the procedures you must follow if you wish to nominate a director candidate in connection with the 2026 Annual Meeting of Shareholders. |

  269. PAY VERSUS PERFORMANCE

    Proxy Access to Include Nominees in our 2026 Proxy Statement. If you are a shareholder, or a group of up to 20 shareholders, owning 3% or more of our outstanding common stock continuously for at least three years and wish to nominate a director candidate and require us to include such nominee in our Proxy Statement and form of proxy, you must submit your request so it is received by the Company between November 26, 2025 and December 26, 2025, in accordance with our By-laws. The number of candidates that may be so nominated is limited to the greater of two or the largest whole number that does not exceed 20% of our Board, provided that the shareholder(s) and nominee(s) satisfy the requirements set forth in our By-laws. All proxy access nominations must be accompanied by information about the nominating shareholders as well as the nominees and meet the requirements specified in our By-laws, including the information specified under “Nominees Not for Inclusion in our 2026 Proxy Statement” below. Nominees Not for Inclusion in our 2026 Proxy Statement. If you wish to nominate a director candidate in connection with the 2026 Annual Meeting of Shareholders and are not requiring that the nominee be included in our Proxy Statement, you must submit the nomination so it is received by the Company between February 10, 2026 and March 12, 2026, in accordance with our By-laws. The notice to nominate a person for election as a Company director must include a written statement setting forth: (i) the name of the person to be nominated; (ii) the number and class of all shares of each class of Company stock owned of record and beneficially by such person, as reported by such person to you; (iii) such other information regarding each nominee proposed by you as would have been required to be included in a Proxy Statement filed pursuant to the proxy rules of the SEC if the nominee had been nominated by the Board of Directors; (iv) such person’s signed consent to serve as a director of our Company if elected; (v) your name and address; (vi) the number and class of all shares of each class of Company stock owned of record and beneficially by such shareholder (and any beneficial owner on whose behalf the nomination is made); and (vii) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, you (and any beneficial owner on whose behalf the proposal is made) with respect to Roper’s securities. Universal Proxy Rules for Nominees. For all nominees, whether included in our Proxy Statement or otherwise, in addition to satisfying the requirements under our By-laws, if a shareholder intends to comply with the SEC’s universal proxy rules and to solicit proxies in support of director nominees other than the Company nominees, the shareholder must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive office no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2026 Annual Meeting of Shareholders, no later than April 13, 2026).

  270. PAY VERSUS PERFORMANCE

    | 60 | | Roper Technologies, Inc. 2025 Proxy Statement |

  271. PAY VERSUS PERFORMANCE

    If the date of the Annual Meeting is changed by more than 30 calendar days from such anniversary date, however, then the shareholder must provide notice by the later of 60 calendar days prior to the date of the 2026 Annual Meeting and the 10th calendar day following the date on which public announcement of the date of the 2026 Annual Meeting is first made.

  272. PAY VERSUS PERFORMANCE

    | • | Matters for Annual Meeting Agenda. If you wish to have other business (not the nomination of a director candidate) brought before the 2026 Annual Meeting of Shareholders, you must submit the proposal between February 10, 2026 and March 12, 2026, in accordance with our By-laws. If you intend to present the matter directly at the 2026 Annual Meeting of Shareholders, the notice must include: (a) the text of the proposal; (b) a brief statement of the reasons why you favor the proposal; (c) your name and address; (d) the number and class of all shares of each class of Company stock owned of record and beneficially by you (and any beneficial owner on whose behalf the proposal is made); (e) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, you (and any beneficial owner on whose behalf the proposal is made) with respect to Roper’s securities; and (f) if applicable, any material interest of you and such beneficial owner in the matter proposed (other than as a shareholder). |

  273. PAY VERSUS PERFORMANCE

    With respect to matters not included in the Proxy Statement but properly presented at the 2026 Annual Meeting of Shareholders, management generally will be able to vote proxies in its discretion if it receives notice of the proposal during the period specified above and advises shareholders in the Proxy Statement for the 2026 Annual Meeting of Shareholders about the nature of the matter and how management intends to vote on the matter, unless the proponent of the shareholder proposal: (a) provides us with a timely written statement that the proponent intends to deliver a Proxy Statement to at least the percentage of our voting shares required to carry the proposal; (b) includes the same statement in the proponent’s own proxy materials; and (c) provides us with a statement from a solicitor confirming that the necessary steps have been taken to deliver the Proxy Statement to at least the percentage of our voting shares required to carry the proposal. OTHER MATTERS As of the date of this Proxy Statement, the Board of Directors knows of no other business which will be or is intended to be presented at the Annual Meeting. By the Order of the Board of Directors Amy Woods Brinkley Chair of the Board of Directors Dated: April 25, 2025

  274. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2025 Proxy Statement | 61 |

  275. PAY VERSUS PERFORMANCE

    APPENDIX A—RECONCILIATIONS Table 1: Adjusted revenue, EBITDA and EBITDA margin reconciliation ($M)

  276. PAY VERSUS PERFORMANCE

    | | 2021 | 2022 | 2023 | 2024 | | GAAP revenue | $4,834 | $5,372 | $6,178 | $7,039 | | Purchase accounting adjustment to acquired deferred revenue | 1 | - | - | - | | Adjusted revenue | $4,835 | $5,372 | $6,178 | $7,039 | | GAAP earnings before income taxes | $1,032 | $1,282 | $1,743 | $1,967 | | Interest expense | 234 | 192 | 165 | 259 | | Depreciation | 44 | 37 | 35 | 37 | | Amortization | 572 | 613 | 720 | 776 | | EBITDA | $1,882 | $2,124 | $2,663 | $3,039 | | Purchase accounting adjustment to acquired deferred revenue and commission expense | (5) | (5) | - | - | | Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions | - | - | 9 | 9 | | Transaction-related expenses for completed acquisitions | - | 5 | 8 | 8 | | Financial impacts associated with the minority investments in Indicor & Certinia | - | - | (165) | (235) | | Gain on sale of non-operating assets | - | - | (3) | - | | Gain on sale related to minority investment in Sedaru | (28) | - | - | - | | Legal settlement charge | - | 45 | - | 11 | | Impairment related to merger of Clinisys and Sunquest | 94 | - | - | - | | Adjusted EBITDA | $1,944 | $2,170 | $2,511 | $2,832 | | % of adjusted revenue | 40.2% | 40.4% | 40.6% | 40.2% | | Table 2: Adjusted cash flow reconciliation ($M) (from continuing operations) | | | | | | | 2021 | 2022 | 2023 | 2024 | | Operating cash flow | $1,656 | $607 | $2,037 | $2,393 | | Taxes paid in period related to divestitures | - | 954 | 32 | - | | Adjusted operating cash flow | $1,656 | $1,560 | $2,070 | $2,393 | | Capital expenditures | (28) | (40) | (68) | (66) | | Capitalized software expenditures | (30) | (30) | (40) | (45) | | Adjusted free cash flow | $1,598 | $1,490 | $1,962 | $2,282 |

  277. PAY VERSUS PERFORMANCE

    | | Roper Technologies, Inc. 2025 Proxy Statement | A-1 |

  278. PAY VERSUS PERFORMANCE

    Table 3: 2014, 2019 and 2024 Adjusted cash flow reconciliation ($M)

  279. PAY VERSUS PERFORMANCE

    | | 2014 | 2019 | 2024 | | Operating cash flow | $840 | $1,462 | $2,393 | | Taxes paid in period related to divestitures | - | 39 | - | | Adjusted operating cash flow | $840 | $1,501 | $2,393 | | Capital expenditures | (38) | (53) | (66) | | Capitalized software expenditures | (3) | (10) | (45) | | Adjusted free cash flow | $800 | $1,438 | $2,282 |

  280. PAY VERSUS PERFORMANCE

    Table 4: 2024 Adjusted net earnings reconciliation ($M) (from continuing operations)

  281. PAY VERSUS PERFORMANCE

    | | 2023 | 2024 | | GAAP net earnings | $1,368 | $1,549 | | Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions | 7 | 7 | | Transaction-related expenses for completed acquisitions | 6 | 6 | | Financial impacts associated with the minority investments in Indicor & Certinia | (135) | (182) | | Gain on sale of non-operating assets | (3) | - | | Legal settlement charge | - | 9 | | Amortization of acquisition-related intangible assets | 552 | 588 | | Adjusted net earnings | $1,795 | $1,978 |

  282. PAY VERSUS PERFORMANCE

    Table 5: 2024 Revenue reconciliation ($M) (From continuing operations)

  283. PAY VERSUS PERFORMANCE

    | | 2023 | 2024 | V% | | GAAP revenue | $6,178 | $7,039 | 14% | | Components of revenue growth | | | | | Organic | | | 6% | | Acquisitions/divestitures | | | 8% | | Foreign exchange | | | –% | | Revenue growth | | | 14% |

  284. PAY VERSUS PERFORMANCE

    Note: Numbers may not foot due to rounding.

  285. PAY VERSUS PERFORMANCE

    | A-2 | | Roper Technologies, Inc. 2025 Proxy Statement |

  286. PAY VERSUS PERFORMANCE

    Roper TECHNOLOGIES P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Roper Technologies, Inc. Annual Meeting of Shareholders For Shareholders of record as of April 16, 2025 Tuesday, June 10, 2025 10:00 AM, Eastern Time The Westin Sarasota, 100 Marina View Drive, Sarasota, Florida 34236 Internet: www.proxypush.com/ROP Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote Phone: 1-866-829-5176 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions Mail: Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 10:00 AM, Eastern Time, June 10, 2025. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Michael R. Peterson and John K. Stipancich (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Roper Technologies, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote (1) for the election of any person to the Board of Directors if any nominee named in the proxy statement becomes unable to serve or for good cause will not serve and (2) upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. If you hold shares in any Employee Stock Purchase Plan or 401(k) savings plan of the Company (the “Plans”), then this proxy card, when signed and returned, or your telephone or Internet proxy, will constitute voting instructions on matters properly coming before the Annual Meeting and at any adjournments or postponements thereof in accordance with the instructions given herein to the trustee for shares held in any of the Plans. Shares in each of the Plans for which voting instructions are not received by 11:59 PM, Eastern Time on June 8, 2025, or if no choice is specified, will be voted by an independent fiduciary. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this proxy card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved Roper TECHNOLOGIES Roper Technologies, Inc. Annual Meeting of Shareholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS 1. Election of nine director nominees for a one-year term FOR AGAINST ABSTAIN 1.01 Shellye L. Archambeau 1.02 Amy Woods Brinkley 1.03 Irene M. Esteves 1.04 L. Neil Hunn 1.05 Robert D. Johnson 1.06 Thomas P. Joyce, Jr. 1.07 John F. Murphy 1.08 Laura G. Thatcher 1.09 Richard F. Wallman FOR AGAINST ABSTAIN 2. Advisory vote to approve the compensation of our named executive officers. 3. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025. 4. The transaction of such other business as may properly come before the Annual meeting. FOR FOR FOR FOR FOR FOR FOR FOR FOR FOR FOR Check here if you would like to attend the meeting in person. Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date