DEF 14A of Fortive Corp, Apr 29, 2026

DEF 14A of Fortive Corp

Filed Apr 29, 2026 · FY20250001193125-26-189078

Open on EDGAR

  1. Overview of Director Nominees

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

  2. Election of Directors

    Election of Directors At the Annual Meeting, shareholders will be asked to elect Daniel L. Comas, Sharmistha Dubey, Rejji P. Hayes, Wright L. Lassiter III, Kate D. Mitchell, Gregory J. Moore, Jeannine Sargent, and Olumide Soroye (each of whom has been recommended by the Nominating and Governance Committee, has been nominated by the Board and currently serves as a director of Fortive) to serve a one-year term until the 2027 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified. Eric Branderiz will not stand for re-election and will retire from our Board as of the 2026 Annual Meeting. Although, as of the date of this Proxy Statement, the number of directors is fixed at nine, the Board has adopted a resolution that, effective as of the retirement of Mr. Branderiz at the 2026 Annual Meeting, the size of the Board will be reduced to eight directors. In the event a nominee declines or is unable to serve, the proxies may be voted at the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this would occur.

  3. Election of Directors

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

  4. Election of Directors

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  5. Election of Directors

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

  6. Election of Directors

    | Independence | | Tenure | | | | 7 DIRECTORS are independent | | <5 YRS average tenure | | Industry Experience | | Operational and Risk Management Experience | | | | | | |

  7. Election of Directors

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  8. Election of Directors

    | | | | | | | | | | | | Daniel Comas | Sharmistha Dubey | Rejji Hayes | Wright Lassiter | Kate Mitchell | Gregory Moore | Jeannine Sargent | OLUMIDE sOROYE | | Global Experience | | | | | | | | | | Senior Executive Leadership Experience | | | | | | | | | | Relevant Industry Experience | | | | | | | | | | Sustainability Experience | | | | | | | | | | Technology Management Experience | | | | | | | | | | Cybersecurity Experience | | | | | | | | | | Financial Literacy or Public Accounting Experience | | | | | | | | | | Human Capital Management Experience | | | | | | | | | | Mergers and Acquisition Experience | | | | | | | | | | Public Company Board Experience | | | | | | | | | | Legal and Corporate Governance Experience | | | | | | | | | | Capital Markets and Corporate Finance Experience | | | | | | | | | | Operational and Risk Management Experience | | | | | | | | |

  9. Election of Directors

    | | Indicates Experienced | | Indicates Expertise |

  10. Disclosure and Transparency

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1)(2) | OPTION AWARDS(1)(2) | TOTAL | | Eric Branderiz (3) | $65,000 | $148,412 | $59,008 | $272,420 | | Daniel L. Comas | $115,000 | $148,412 | $59,008 | $322,420 | | Sharmistha Dubey (3) | $46,250 | $412,297 | $86,321 | $544,868 | | Rejji P. Hayes (3) | – | $276,845 | $59,008 | $335,853 | | Wright Lassiter III (3) | – | $262,194 | $59,008 | $321,201 | | Kate D. Mitchell (3) | $70,000 | $217,726 | $59,008 | $346,734 | | Gregory Moore | $125,000 | $148,412 | $59,008 | $332,420 | | Jeannine Sargent | $140,000 | $148,412 | $59,008 | $347,420 | | Alan Spoon (4) | – | – | – | – |

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    Pay For Performance Our executive compensation program is designed to ensure that executives’ realized pay reflects actual performance and aligns with the experience of our shareholders. This philosophy is clearly reflected in the structure of Olumide Soroye’s CEO compensation for 2025: • 91% of our CEO’s target total direct compensation is performance-based with 79% provided in the form of equity. • 50% of the annual equity award was granted in the form of performance stock units (“PSUs”). • 60% of the 2025 PSU award is tied to relative Total Shareholder Return (“TSR”) performance, with a target set at the 55th percentile against S&P 500 constituents, requiring above-median performance to earn a target payout. Additionally, payouts for this portion of the award are capped at 100% of target payout if our absolute TSR is negative over the three-year performance period. • 40% of the 2025 PSU award is tied to Core Revenue Growth, a key indicator of the effectiveness and execution of our long-term organic growth strategies over a multi-year horizon, with targets aligned to the expectations of our investment community. • 93% of the target 2025 PSU award was projected to pay out as of December 31, 2025. Final outcome is expected to be determined in Q1 2028 at the end of the performance period ending December 31, 2027. The 2025 incentive opportunities for our other executive officers are structured similar to our CEO’s, following the same financial performance measures and design principles described above. In 2025, our CEO demonstrated strong leadership across a period of significant transition—first as Segment CEO of IOS & AHS and subsequently as Fortive CEO—providing continuity and stability for employees, customers, and investors. While individual leadership contributions were recognized, the realizable compensation for our CEO in 2025 was below target grant value, reflecting underlying financial performance and the rigor and discipline of our pay‑for‑performance framework. The PSU analysis below highlights the rigor of our goal‑setting and the strong alignment between executive compensation and long‑term shareholder value, with PSUs representing the largest component of target total direct compensation. Consistent with this design, realizable PSU values fall below target grant‑date fair value when TSR does not outperform the S&P 500. The contents of this section are supplemental to, and not intended to replace, the disclosure in the “Pay vs. Performance” section made pursuant to Item 402(v) of Regulation S-K. (1) PSU values reflect the CEO in role at the end of each fiscal year. * 93% of Target 2025 PSUs were projected to pay out as of December 31, 2025. ** Realizable PSU Compensation is based on, for vested awards, the actual number of shares earned multiplied by the closing price of our common stock on the last trading day of the grant year (“the Applicable Price”) and, for unvested awards, the projected number of shares that would be earned assuming the relative TSR performance and the Core Growth performance as calculated at the end of 2025 applied for the remainder of the performance period multiplied by the Applicable Price. *** For vested awards, the actual 3YR TSR percentile ranking corresponding to the PSUs earned to the CEO during such year. For unvested awards, the corresponding projected 3YR TSR percentile ranking as calculated at the end of 2025 applied for the remainder of the performance period.

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    | ELEMENT | Purpose | FORM | Target Value and Vesting TErms | | Base Salary | To provide competitive cash compensation | Cash | $1,000,000 | | Annual Incentive Opportunity | To provide competitive short-term incentive opportunity | Cash | 135% of base salary | | One-time Market Adjustment Equity Award (1) | To begin progression of compensation to peer CEO levels | PSUs | $1,500,000 subject to the same performance criteria (60% rTSR and 40% Core Growth) and holding requirement as the 2025 PSU awards as described in the “Long-term Incentive Compensation” section of this Proxy Statement. | | | | Restricted Stock Units (“RSUs”) | $750,000 vesting 50% on each of the third and fourth anniversaries of the grant date. Incremental RSUs can be earned on these shares based on the same performance criteria as described in the “Long-term Incentive Compensation” section of this Proxy Statement. | | | | Stock Options | $750,000 vesting 50% on each of the third and fourth anniversaries of the grant date. | | One-time Promotion Equity Award | To recognize promotion and accelerate share ownership and retention | RSUs | $1,000,000 vesting 50% on the first anniversary of the grant date and 25% each on the second and third anniversaries of the grant date. Incremental RSUs do not apply for this award. | | | | Stock Options | $1,000,000 vesting 50% on the first anniversary of the grant date and 25% on each of the second and third anniversaries of the grant date. |

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    | ELEMENT | Purpose | FORM | AMount OR Target VAlue and Vesting TErms | | Base Salary | To provide competitive cash compensation | Cash | $800,000 | | Annual Incentive Opportunity | To provide competitive short-term incentive opportunity | Cash | 125% of base salary | | Long-Term Incentive | To provide competitive long-term incentive opportunity | PSUs | $3,000,000 subject to the same performance criteria (60% rTSR and 40% Core Growth) and holding requirement as the 2025 PSU awards as described in the “Long-term Incentive Compensation” section of this Proxy Statement. | | | | RSUs | $1,500,000 vesting 50% on each of the third and fourth anniversaries of the grant date. As with the 2025 RSU awards to the other executive officers, incremental RSUs can be earned on these shares based on the same performance criteria as described in the “Long-term Incentive Compensation” section of this Proxy Statement. | | | | Stock Options | $1,500,000 vesting 50% on each of the third and fourth anniversaries of the grant date. | | One-time Sign-on Awards | To offset compensation forfeited from prior employer and accelerate share ownership and retention | Cash | $2,500,000 payable in two equal installments (50% at hire and 50% after the first anniversary of his start date), subject to full repayment by Mr. Okerstrom if he voluntarily terminates his employment or his employment is terminated for cause before June 30, 2026, or June 30, 2027 for the second installment. | | | | PSUs | $5,000,000 subject to the same performance criteria (60% rTSR and 40% Core Growth) and holding requirement as the PSUs described above. | | | | RSUs | $2,500,000 vesting 50% on each of the third and fourth anniversaries of the grant date. Incremental RSUs do not apply to this grant. | | | | Stock Options | $2,500,000 vesting 50% on each of the third and fourth anniversaries of the grant date. |

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    Further details for Mr. Okerstrom’s 2025 compensation, as well as Mr. McLaughlin’s 2025 compensation, can be found in the “2025 Executive Compensation in Detail” section and set forth in the 2025 Summary Compensation Table later in this Proxy Statement. Separation of Senior Vice President, Strategic and Corporate Development: Jonathan Schwarz, Senior Vice President, Strategic and Corporate Development, departed from Fortive on December 31, 2025. The separation from Fortive was a result of a termination by Fortive “without cause”. In connection with the termination, Mr. Schwarz entered into a Separation Agreement and General Release effective December 31, 2025, which provided for the severance benefits set forth in our Change-in-Control and Severance Policy for Executive Officers as well as 100% vesting of the company contributions to his Executive Deferred Incentive Plan in consideration for a release of claims in favor of Fortive and compliance with restricted covenants, which included, among other provisions, compliance with non-solicitation, non-competition, and non-disparagement requirements.

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    Separation of Ralliant Treatment of In-flight Incentives: Because of the uncertainty of the timing of the Separation when the 2025 performance goals for our incentive plans were established by the Compensation Committee in the first quarter of 2025, such performance goals were established without giving effect to the Separation. Following the disposition of our Precision Technologies segment on June 28, 2025, and consistent with the terms of the original equity grant agreements and our incentive plans, the Compensation Committee updated the performance goals to reflect the Separation. The key updates to reflect the Separation included: • 2025 Executive Incentive Compensation Plan: The 2025 Company Performance Factor was updated to create two distinct half-year performance periods with each half contributing to 50% of the total incentive opportunity. The first half framework and goals were derived by converting the original full-year guidance provided to the investor community into a half-year framework. The second half goals were established using continuing operations forecast, with performance targets calibrated to preserve the level of difficulty embedded in the original full-year goals. • 2025 Incremental RSU Kicker: Similarly, using the same framework describe above, the Adjusted EBITDA Margin performance goal for the incremental RSUs was also updated. • 2025 PSUs: The 2025 PSUs’ starting measurement price for the relative TSR component of the award was adjusted to reflect Fortive’s stock price following the Separation to align executives’ incentives with shareholder interests following the Separation. The updates mentioned above to the Core Revenue Growth metric in our 2025 Executive Incentive Compensation Plan was also applied. • 2023 PSUs(1): Performance was certified by the Compensation Committee at time of the Separation based on a prorated combination of actual performance through the Separation and assumed target performance thereafter, with shares continuing to be subject to the original vesting and one-year post-vesting holding requirements. (1) In addition, for Tamara Newcombe’s 2024 PSUs, performance was certified at time of the Separation and converted to Ralliant equity awards, based on a prorated combination of actual performance through the Separation and assumed target performance thereafter, with shares continuing to be subject to the original vesting and one-year post-vesting holding requirements. These updates are further described in “2025 Executive Compensation in Detail” section below and any applicable additional compensation expense included in the disclosures throughout this Proxy Statement. Treatment of Equity-based Compensation Upon Separation of Ralliant: In connection with the Separation and in compliance with the anti-dilution adjustment requirements of the 2016 Stock Incentive Plan and the Employee Matters Agreement, the Company made adjustments to the exercise price of the outstanding stock options and the number of shares underlying the outstanding stock-based compensation awards held by our directors, executive officers, and other employees, with the intention of preserving the intrinsic value of the awards outstanding prior to the Separation. All disclosures in this Proxy Statement reflect such adjustments made in compliance with such anti-dilution adjustment requirements. Following such adjustments, the outstanding stock-based compensation awards continue to vest over their original vesting period. Stock-based compensation awards that were held by employees who transferred to Ralliant in connection with the Separation, in accordance with the terms of the Employee Matters Agreement, were converted to awards issued by Ralliant relating to Ralliant shares.

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    Looking Ahead to 2026 Enhancements to Executive Compensation Programs: We completed a comprehensive review of our executive compensation philosophy, peer group, and programs in 2025. Consistent with Fortive Accelerated strategy and prevailing practices of our updated peer group, we plan to implement the following enhancements in 2026 to strengthen pay-for-performance alignment, maintain market competitiveness, and continue our tradition of strong governance standards:

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    | CATEGORY | CHANGES | DETAILS | | Peer Group | New peer group reflective of post-Separation size and industry | · Removed the five largest companies by revenue to better align with our portfolio following the Separation | | Annual Incentive | Personal Performance Factor to be changed to a modifier of Company Financial Factor (was previously a 20% additive component) | · A modest +/- 10% modifier of Company Financial Factor strengthens the financial performance alignment | | Long-term Incentive | Shift to mix of RSUs and PSUs | · PSU mix for executive officers increasing from 50% to 60% to enhance pay-for-performance alignment | | | Shift RSU vesting to 4-year graded vesting | · Reflects competitive market practice among our new peer group and broader market. Aligns to our RSU plan for non-executive employees | | | Remove opportunity for executive officers to earn “incremental” RSUs | · For better market alignment | | Governance Practices | Increase stock ownership guidelines | · Increasing CEO stock ownership from 5x to 6x base salary and other executive officers from 3x to 4x base salary to reinforce ownership commitments and enhance shareholder alignment |

  18. What We Heard and What We Did

    | What We Heard | What We Did | When We Did It | | Desire for further market alignment and continued emphasis on performance-based compensation. | • Refinement of peer group, based on revenue and market capitalization, used to design and set 2026 compensation with removal of the five largest companies (by revenue). • Planned for 2026 - Changing individual performance to be a modest +/- 10% modifier to financial performance, removing stock options and strengthening PSUs, removing incremental RSU Kicker feature, and increasing stock ownership guidelines | 2025 | | Enhance transparency of the annual incentive award determined by personal performance measures, given the weighting. | • Committed to more transparency and highlighted the competitive reasons for any limited disclosure. • Reduced the weighting of the personal performance goals to 20% (from 40%). | 2024 | | Align the relative TSR payout structure for the PSUs to competitive market practice. | • Aligned the relative TSR payout structure to peer and market practices for our 2024 PSU cycle, creating a stronger pay-for-performance relationship. • Removed "floor" payout on relative TSR PSU for positive absolute TSR performance. | 2024 | | Refine the peer group to ensure it appropriately reflects our business mix and talent markets. | • Enhanced peer group selection methodology and alignment to our business mix and talent markets. • Eliminated two larger peers for comparability. | 2024 | | Limit maximum cash severance payment without shareholder approval. | • Adopted a cash severance policy that prohibits cash severance payment arrangements with Section 16 officers in excess of 2.99 times the sum of base salary and target bonus. | 2023 | | Subject time-based equity awards, in addition to incentive compensation, to the clawback policy. | • Added the discretionary ability of the Board to clawback compensation, including time-based equity awards, upon gross misconduct leading to a financial restatement. | 2023 |

  19. What We Heard and What We Did

    | What We Do | What We Don’t Do | | ✓ Frequent and Robust Shareholder Outreach | × No Excise Tax Gross-Ups for Change-in-Control Benefits | | ✓ Performance Measures Aligned with Business Objectives | × No “Single-Trigger” Change-in-Control Benefits | | ✓ Rigorous Performance Goal Setting | × No Pledging or Hedging | | ✓ Extended Vesting Requirements for Equity Awards | × No Evergreen Provision in Stock Incentive Plan | | ✓ Enhanced Clawback Policy | × No Repricing of Stock Options without Shareholder Approval | | ✓ Stock Ownership Requirements | × No Liberal Share Recycling under Stock Incentive Plan | | ✓ Annual Risk Assessment | × No Defined Benefit Plans for Executive Officers | | ✓ Independent Compensation Consultant | × No Delivery of Dividends or Dividend Equivalents on Unvested Equity Awards | | ✓ Limited Perquisites | × No Cash Severance Benefits above 2.99x of Annual Cash Compensation (base salary plus target bonus) without Shareholder Approval |

  20. What We Heard and What We Did

    | Principle | Description | How We Accomplish | | Attract, Recruit & Retain | • Recruit, retain, and motivate talented, high-performing leaders by delivering a total pay opportunity that is competitive in the market. | • Design our executives’ pay packages considering our Peer Group pay practices, performance, succession planning, complexity, and relative importance of role. | | Align with Shareholders | • Place a strong emphasis on long-term, equity-based compensation to align interests of our executive officers and our shareholders. | For individuals in role at end of 2025: • Deliver 78% and 70% of expected recurring target total direct compensation to the CEO and average other NEOs, respectively, in the form of equity-based compensation (Stock Options, PSUs, RSUs) where intrinsic value is tied to the delivery of long-term value to our shareholders. • In addition, PSUs provide alignment and accountability to achievement of our long-term strategic and financial priorities. | | Align with Business Strategy | • Incentivize performance that leads to achievement of our business objectives in both the short-term and long-term. | • Set substantive financial performance goals with targets at or above midpoint guidance provided to external investors, reflecting our strategy at the beginning of performance cycles and hold executives accountable for achieving those targets. • Consider individual performance in achievement against strategic goals to balance focus on business operations with business financial performance. | | Align with Performance | • Reward both short-term and long-term performance aligned with our culture of high expectations. | For individuals in role at end of 2025: • 91% of our CEO’s expected recurring target total direct compensation is performance-based with 79% based on long-term performance and 12% on short-term performance. • 85% of average other NEOs’ expected recurring target total direct compensation is performance-based with 70% based on long-term and 15% on short-term performance. |

  21. Independent Compensation Consultant

    Independent Compensation Consultant • Provides counsel and guidance to the Compensation Committee concerning our compensation design, program effectiveness, and annual compensation; and • Reports directly to the Compensation Committee. The Compensation Committee engaged Pearl Meyer in 2025 as its independent compensation consultant to provide counsel and guidance to the Compensation Committee in the design of our 2025 and 2026 executive compensation programs. The Compensation Committee reviewed Pearl Meyers’ independence in accordance with the NYSE Listing Standards and applicable SEC regulations and concluded that the firm’s work did not raise any conflict of interest. The Compensation Committee’s authority and responsibilities are specified in the Compensation Committee’s charter, which is accessible on our website, www.fortive.com, by selecting ‘‘Investors,’’ then ‘‘Governance’’, and then “Governance Documents.’’ Web addresses to the Fortive website (www.fortive.com) are provided throughout this document for convenience only. Please note that information on or accessible through the Fortive website is not part of, or incorporated by reference into, this Proxy Statement.

  22. Independent Compensation Consultant

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  23. Compensation Elements and Objectives

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

  24. Compensation Elements and Objectives

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

  25. 2025 Compensation Mix (At Target)

    (1) Includes the market‑adjustment award provided to Mr. Soroye in connection with his promotion to CEO. The award was designed to align the March 2025 equity grant he received in his prior role with his intended recurring 2025 target total direct compensation as CEO. Mr. Soroye’s one-time special promotion award, by contrast, is excluded as the award was not intended to be recurring. The pay mix presented reflects target grant values and may differ from values disclosed in the Summary Compensation Table. Percentages are rounded to the nearest whole number. (2) Excludes Messrs. Lico and McLaughlin and Ms. Newcombe, who did not continue as executive officers for all of 2025. The mix presented for Messrs. Okerstrom, Underwood and Schwarz and Ms. Walker exclude any special one-time sign-on cash/equity awards or one-time increases to long-term incentive opportunities provided in recognition of Separation efforts as these awards are not reflective of their intended recurring target total direct compensation. The pay mix presented reflects target grant values and may differ from values disclosed in the Summary Compensation Table. Percentages are rounded to the nearest whole number. If Messrs. Lico and McLaughlin and Ms. Newcombe had been included, the percentages shown would have been as follows: Performance-based – 85%; Long-Term – 66%; Salary – 15%; Annual Incentive – 19%; Stock Options – 16%; PSUs and RSUs – 50%.

  26. How We Stay Competitive

    How We Stay Competitive The Compensation Committee believes it is essential to understand the relevant market for executive talent to inform our decision-making and ensure our executive compensation program supports our recruitment and retention needs. In designing the 2025 executive compensation program, the Compensation Committee worked with Pearl Meyer to assess the competitiveness of our executive compensation levels and practices using the peer group of companies (“Peer Group”) listed below.

  27. How We Stay Competitive

    | In assessing the composition of the Peer Group, the Compensation Committee considered: • Companies in relevant industries (e.g., electrical/electronic equipment, industrial conglomerates/machinery, healthcare equipment & supplies, life science, software, etc.) • Companies with whom we compete for executive talent, and • Companies with similar revenue (primary metric), market capitalization, an enterprise value/revenue ratio of at least 2x, and strong operating margin and long-term TSR results. | Percentile | Revenue | | | 75th Percentile | $12.0B | | | 50th Percentile | $6.1B | | | 25th Percentile | $4.9B | | | Fortive | $6.1B | | | Fortive Positioning | 42nd Percentile | | | Source: S&P Capital IQ; based on Fortive and peer financials at the time of the 2025 Peer Group review (Fall 2024) used to inform fiscal 2025 executive pay and program design decisions | |

  28. Our 2025 Peer Group

    Our 2025 Peer Group

  29. Our 2025 Peer Group

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

  30. Our 2025 Peer Group

    * Removed from the 2026 Peer Group and replaced with more size-appropriate peers in relevant industries. In addition to peer group data and compensation survey data, the Compensation Committee also considers our diverse business mix, individual performance, succession planning, and complexity of role to establish meaningful compensation.

  31. Our 2025 Peer Group

    | Looking Ahead to 2026 The Compensation Committee, with support from Pearl Meyer, reviewed and updated the Peer Group to better reflect Fortive’s industry mix and revenue profile following the Separation. As part of this process, the five largest peers at the time of the study – Honeywell, Stryker, Illinois Tool Works, Ecolab, and ServiceNow – were removed and replaced with five size-appropriate companies to ensure continuing appropriateness of the peer group’s industry composition and scale. | Percentile | Revenue | | | 75th Percentile | $6.5B | | | 50th Percentile | $5.1B | | | 25th Percentile | $3.4B | | | Fortive | $4.1B | | | Fortive Positioning | 43rd Percentile | | | Source: S&P Capital IQ; based on Fortive and peer financials at the time of the 2026 Peer Group review (Q2 2025) used to inform fiscal 2026 executive pay and program design decisions. | |

  32. Our 2025 Peer Group

    How We Measure Performance Our executive compensation program uses performance measures based on our financial guidance to the investor community – measures that we believe drive the most value creation for our shareholders. Performance goals are consistent with the expectations we communicate publicly, with targets aligned at or above the midpoint of our initial financial guidance to investors. Because a significant portion of our executives’ compensation is delivered in equity, establishing targets at or above the midpoint of our guidance helps ensure that our incentive program drives performance to deliver outcomes that positively impact our stock price and deliver long-term market value.

  33. Our 2025 Peer Group

    | The relative TSR component of our PSUs requires above-median performance to achieve target payout, with the respective payout capped at target should our stock price perform negatively over the performance measurement period. |

  34. Our 2025 Peer Group

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  35. Our 2025 Peer Group

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  36. A Closer Look at Our Financial Performance Measures

    A Closer Look at Our Financial Performance Measures The Compensation Committee regularly reviews the selection of performance measures. This mix of carefully selected quantifiable absolute and relative metrics across our incentive plans supports our business strategy, promotes operational excellence, and aligns with shareholder interests.

  37. A Closer Look at Our Financial Performance Measures

    | Measure (1) | ICP | LTI | Rationale | | Adjusted EPS | | | • Adjusted EPS demonstrates our ability to deliver shareholder value and the strength of our overall financial health, incorporating the effects of smart capital allocation decisions. By excluding non-recurring items, Adjusted EPS provides a clearer view of our core operational performance and earnings potential available to shareholders and provides a clearer measure of sustainable performance. • Our original 2025 financial target for Adjusted EPS was set at the midpoint of the initial guidance provided to the investor community. | | Free Cash Flow (“FCF”) | | | • Linking annual incentives to FCF encourages executives to deliver near-term operational efficiency that also strengthens long-term cash generation. • Our original 2025 financial target for FCF was set at the initial guidance provided to the investor community. | | Core Revenue Growth | | | • Core Revenue Growth reflects year-over-year revenue expansion from our existing businesses and serves as a key indicator of how effectively we are executing our organic growth strategies, including new product introductions, marketing and sales effectiveness, and customer expansion. • Our original 2025 financial target for Core Revenue Growth was set at the high-end of guidance provided to the investor community. | | Relative TSR | | | • Relative TSR provides a clear benchmark for evaluating our ability to deliver shareholder value against the broader market and motivates management to outperform peers. This supports a culture of innovation and results-oriented performance that advances long-term shareholder value creation. • Our target for relative TSR is set at the 55th percentile ranking relative to the companies in the S&P 500 index, requiring above-median performance to earn a target payout, with payouts capped at target if our TSR is negative over the performance period. | | Adjusted EBITDA Margin (2) | | | • EBITDA provides a clear view of our operational performance. By excluding non-operating and non-recurring expenses, it reflects the core profitability of our underlying business. Incorporating Adjusted EBITDA into our long-term incentive plan reinforces a focus on sustainable financial performance. • Our original 2025 financial target for Adjusted EBITDA Margin was set at the high-end of guidance provided to the investor community. |

  38. A Closer Look at Our Financial Performance Measures

    (1) Adjusted EPS, FCF, Core Revenue Growth, and Adjusted EBITDA Margin are non-GAAP financial measures. For the definition of these non-GAAP financial measures, please refer to “Non-GAAP Financial Measures” in Appendix A. (2) Adjusted EBITDA Margin means the ratio of adjusted EBITDA to net revenue.

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

    Why Is Core Revenue Growth also included in the Long-Term Incentive Program? We believe that Core Revenue Growth is a key indicator of how effectively we are executing our Fortive Accelerated business strategy. By including Core Revenue Growth in both our short-term and long-term incentives, we are driving focus on the metric we believe best positions us to deliver long-term value creation for our stakeholders.

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

    Why do we not set a three-year Core Revenue Growth target at the time we award PSUs? We do not set three-year Core Revenue Growth goals because disclosing long-term targets can be misleading to investors given the significant external factors – such as macroeconomic conditions, regulatory changes, supply-chain dynamics, and market demand – that make multi-year forecasting inherently uncertain. Establishing rigid long-term growth targets in this environment could create unintended risk or misaligned incentives. Instead, we set achievable but stretch Core Revenue Growth goals annually and determine incentive payouts based on performance over a multi-year period to reinforce sustained, long-term growth.

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

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

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

    2025 Executive Compensation in Detail The Compensation Committee consulted with and reviewed the independent competitive market study conducted by their independent compensation consultant, Pearl Meyer, in determining the CEO compensation for Mr. Soroye and Ms. Newcombe. For our other NEOs, the Compensation Committee considers the annual compensation study conducted by Pearl Meyer, the CEO’s recommendations, each NEO’s performance, position and scope, as well as other factors such as experience, internal equity, and succession. Base Salaries In early 2025, a company-wide merit adjustment budget was approved, including for our then-serving NEOs, who participated on the same terms as other eligible employees. Base salaries remained unchanged in 2025 compared to 2024 aside from an adjustment for Mr. Soroye, reflective of his promotion to President and CEO of Fortive. Base Salaries for our NEOs in role at year-end were as follows:

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

    | EXECUTIVE OFFICER | 2025 BASE SALARY (1) | 2024 BASE SALARY | PERCENTAGE INCREASE | | Olumide O. Soroye | $1,000,000 | $750,000 | 33% | | Mark D. Okerstrom | $800,000 | NA | -- | | Peter C. Underwood | $630,000 | $630,000 | 0% | | Stacey A. Walker | $625,000 | $625,000 | 0% | | Jonathan L. Schwarz | $625,000 | $625,000 | 0% |

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

    (1) The actual amounts paid to our NEOs as salary in 2025 are set forth in the 2025 Summary Compensation Table later in this Proxy Statement. As part of transition planning to ensure a smooth leadership transition, Messrs. Lico’s and McLaughlin’s base salaries remained unchanged from 2024, $1,250,000 and $760,000, respectively, and continued at those levels as they served as non-executive special advisors until their retirement from Fortive. The Compensation Committee approved an increase in Ms. Newcombe’s 2025 base salary from $725,000 to $1,000,000 in connection to her anticipated promotion to CEO of Ralliant to align with market-competitive compensation for that role. Annual Incentive Compensation

  45. Design At-A-Glance

    | THE 2025 ANNUAL INCENTIVE COMPENSATION FORMULA | | | | | | | | | | Base Salary ($) | × | Target Award Opportunity (%) | × | Composite Performance Factor | | | = | Actual Incentive Payout | | | | | | Fortive Company Performance (80% Wgt) | + | Personal Performance (20% Wgt) | | |

  46. Design At-A-Glance

    | Personal Performance Factor The Compensation Committee establishes individual performance goals to align with the Company's overall strategic initiatives and core values. | | | | | | We build extraordinary teams for extraordinary results | | Customer success inspires our innovation | | | We compete for shareholders | | Kaizen is our way of life |

  47. Target Award Opportunity

    (1) Additional details and actual amounts paid to our NEOs in 2025 are set forth in the “2025 Annual Incentive Award Payouts” section and the 2025 Summary Compensation Table later in this Proxy Statement. As part of transition planning, the 2025 target award opportunities for Messrs. Lico and McLaughlin remained unchanged from 2024 at 190% and 130% of base salary, respectively. Ms. Newcombe’s target award opportunity changed from 150% to 125% of base salary in connection with her anticipated promotion to CEO of Ralliant to align with the competitive-market opportunity level for that role. Additional details and actual amounts paid detailed in the “2025 Annual Incentive Award Payouts” section and the 2025 Summary Compensation Table found later in this Proxy Statement.

  48. 2025 Company Performance Factor Determination

    2025 Company Performance Factor Determination For 2025, the Compensation Committee established Adjusted EPS, Free Cash Flow, and Core Revenue Growth (“Core Growth”) as the performance measures for the Company Performance Factor. For each measure, the Compensation Committee established threshold, target, and maximum levels of performance. The chart below shows the 2025 goals and weightings for each measure, as well as actual results for the two half-year performance periods. The payout percentages for performance between Threshold and Target, or between Target and Maximum, respectively, were determined by linear interpolation.

  49. 2025 Company Performance Factor Determination

    | | | | 2025 PERFORMANCE MEASURES & RESULTS | | | | | | | PAYOUT LEVEL | % OF TARGET | ACTUAL | ADJUSTED EPS (1) | | FCF (MILLIONS) (2) | | CORE REVENUE GROWTH (3) | | | | | | FIRST HALF (4) | SECOND HALF (5) | FIRST HALF (4) | SECOND HALF (5) | FIRST HALF (4) | SECOND HALF (5) | | Maximum | 200% | | $1.99 | $1.68 | $473.0 | $642.4 | 2.7% | 5.2% | | Target | 100% | | $1.81 | $1.53 | $430.0 | $584.0 | 1.9% | 3.7% | | Threshold | 50% | (0% for Core Revenue Growth) | $1.63 | $1.38 | $365.5 | $496.4 | 1.3% | 2.6% | | | | Actual Results | $1.74 | $1.58 | $489.5 | $579.9 | (2.1)% | 2.6% | | | | Payout % (Before Weighting) | 80.6% | 134.7% | 200.0% | 97.7% | 0% | 0.9% | | | | Payout % (Combined) | 107.7% | | 148.9% | | 0.5% | | | | | Weighting of Measure | 60% | | 20% | | 20% | | | | | Weighted Payout | 64.6% | | 29.8% | | 0.1% | | | | | Final Company Performance Factor | 94.5% | | | | | |

  50. 2025 Company Performance Factor Determination

    (1) Original full-year Adjusted EPS target was set at $4.06, with a threshold and maximum goal of $3.65 and $4.47, respectively. (2) Original full-year FCF target was set at $1.300B, with a threshold and maximum goal of $1.105B and $1.430B, respectively. (3) Original full-year Core Growth target was set at 3.5%, with a threshold and maximum goal of 2.5% and 4.9% respectively. (4) First half goals derived from original full-year guidance. (5) Second half goals established for continuing operations.

  51. Olumide O. Soroye

    | FORTIVE VALUE | Wgt. | goal | 2025 Performance | Wgtd. payout | | Extraordinary Teams | 20% | Leadership Transition: Minimize disruption, seamless transition and integration. Talent and Culture Expansion: Expand stronger, growth-oriented culture with elevated employee experience and deeper succession pipeline for critical roles. | · Delivered a smooth CEO transition with no operational disruption and strengthened investor confidence while building strong early momentum among customers and Fortive teams; fortified leadership capability by hiring top-tier CFO and CPO. · Reorganized to growth-oriented structure accelerated talent development and expanded CEO succession pathways and candidates. · Maintained strong employee experience with >75% positive engagement score despite a year of great change. | 40% | | Customer Success | 20% | Customer experience: Improve experience of customers across Fortive. Innovation: Expand product innovation through scaling AI and other capabilities. | · Spearheaded major shift toward customer-centricity as executive sponsor of customer growth activities. · Meaningful improvement in customer experience across Fortive through new customer experience/innovation centers. · Expanded product innovation pipeline and launched several AI-enabled products. | 35% | | Kaizen | 20% | Kaizen and FBS: Leverage Kaizen/FBS activity to deliver growth while mitigating geopolitical financial and manufacturing risk. | · Delivered GMX progress despite tariff headwinds. · Reduced global manufacturing risk by shifting production closer to demand. · Accelerated FBS evolution with refreshed tools, several AI agents, and new customer experience/innovation centers. | 20% | | Shareholders | 40% | Deliver Financials: First half 2025: Deliver segment financials as Segment CEO. Second half 2025: Deliver Fortive financials as Fortive CEO. | · Resilient first half – modest core growth but strong EBITDA and FCF; 2023 acquisitions delivering double-digit ROIC. · Accelerated second half growth across the P&L. Outperformed post-separation guidance to deliver accelerated performance of +2% core growth, +9% Adj. EBITDA growth, +13% Adj. EPS growth, and >100% FCF conversion. · Built and launched Fortive Accelerated strategy with a clear path to incremental revenue and MSD core growth ambition by 2028. | 30% | | TOTAL PERSONAL PERFORMANCE FACTOR | | | | 125% |

  52. Mark D. Okerstrom

    | FORTIVE VALUE | Wgt. | goal | 2025 Performance | Wgtd. payout | | Extraordinary Teams | 20% | Leadership Transition: Execute smooth transition into CFO role. Finance Talent and Culture Expansion: Establish high-performing Finance organization, culture & team. | · Delivered a smooth CFO transition and strengthened culture and talent within the Finance function. Established a new global team and leadership structure and made key personnel changes. · Quickly built and fortified confidence and alignment within the Finance organization as well as among internal and external stakeholders. | 30% | | Customer Success | 20% | P&L Optimization Assess and implement new P&L management strategy aligned with Fortive Accelerated. | · Redesigned strategic and annual planning processes to drive Fortive Accelerated strategy’s first pillar – Accelerate Organic Growth. Created tighter coupling of strategic initiatives with annual financial plan goals and funding mechanisms. · Implemented new frameworks to assess organic investment opportunities – driving focus on top line growth alongside cost discipline and FBS driven operational rigor. · Revamped financial forecasting processes and implemented dynamic in-year P&L management methods to ensure that incremental investments can be made dynamically throughout the year to drive further growth as part of Fortive Accelerated strategy. | 30% | | Kaizen | 20% | Kaizen and FBS: Leverage Kaizen/FBS to simplify and revamp investor communications approach and other core financial processes. | · Leveraged FBS tools and principles to redesign our investor relations approach as well as underlying internal processes. Improved accuracy, reduced complexity and eliminated wasted effort all aimed at delivering clearer messaging, more helpful investor insights and building and maintaining investor trust. · Redesigned our core M&A processes and overall capital allocation approach to align with our Fortive Accelerated strategy. Drove capital allocation decisions and execution across organic investment opportunities, bolt-on acquisitions, significant share repurchases and our dividend all aimed at optimizing best relative shareholder returns over the medium term. | 30% | | Shareholders | 40% | Deliver Financials: Deliver Fortive financials as Fortive CFO. | · Accelerated second half growth across the P&L. Outperformed post-separation guidance to deliver accelerated performance of +2% core growth, +9% Adj. EBITDA growth, +13% Adj. EPS growth, and >100% FCF conversion. | 50% | | TOTAL PERSONAL PERFORMANCE FACTOR | | | | 140% |

  53. Peter Underwood

    | FORTIVE VALUE | Wgt. | goal | 2025 Performance | Wgtd. payout | | Extraordinary Teams | 25% | Leadership Transition: Prepare new Ralliant legal organization for Separation. Legal Talent and Culture Expansion: Establish high-performing Legal organization, culture & team. | · Successfully prepared Ralliant CEO and incoming Ralliant Chief Legal Officer on public company legal and governance best practices boosting the success of the Separation. · Successfully executed the team-building strategy of establishing an enterprise Legal Leadership Team contributing to a positive employee engagement score across the Legal function. | 25% | | Kaizen | 25% | Kaizen and FBS: Leverage Kaizen/FBS to optimize legal processes across the enterprise and aid in mitigating geopolitical financial and manufacturing risk. | · Redesigned global trade compliance structure post-Separation to de-risk and mitigate global trade policy volatility contributing to little to no operational disruption. · Progress made to identify areas for enhancements to current legal processes across the enterprise and assess current state. | 25% | | Shareholders | 50% | Board Transition: Prepare new Director onboarding. Governance and Compliance: Ensure Corporate Sustainability Reporting Directive preparation and compliance. Achieve public sustainability goals. Establish new Environmental Health and Safety structure/cadence post-spin. Establish new works council position/function. | · Enhanced onboarding process leading to successful onboarding of our newest Director. · Double-materiality analysis completed to ensure readiness for Corporate Sustainability Reporting Directive compliance. · Early achievement of 2029 goal for Greenhouse Gas reductions in line with requirements of sustainability revolver in 2025. · Implemented new Privacy & Information Governance Office to improve relationships with European works council resulting in legal cost savings. | 75% | | TOTAL PERSONAL PERFORMANCE FACTOR | | | | 125% |

  54. Stacey Walker

    | FORTIVE VALUE | Wgt. | goal | 2025 Performance | Wgtd. payout | | Extraordinary Teams | 60% | Leadership Transition: Support seamless leadership transition and ensure stability across the organization. Define post-Separation Fortive organization structure. Prepare Ralliant for success with hiring of other key roles. Talent and Culture Expansion: Expand stronger, growth-oriented culture with elevated employee experience and deeper succession pipeline for critical roles. | · Delivered smooth leadership transition with no operational disruption while building strong early momentum among Fortive teams. · Fortified leadership stability by hiring top-tier individuals to fill open executive roles at both Fortive and Ralliant. · Maintained strong employee experience with >75% positive engagement score despite a year of great change. · Internal mobility accelerated across levels—with management fill rates nearing top-quartile benchmarks, representing our commitment to a culture of learning, career growth and talent development. · Expanded Product & Engineering Funnel: High potential talent rose 15% YoY, strengthening our innovation engine. · Targeted brand campaigns driving 4x applicants, 12% more engaged talent, and 2x industry benchmark click-through rates. | 70% | | Kaizen | 20% | Kaizen and FBS: Deliver improved, harmonized HR processes that deliver more effective HR core services. | · Successful CPO Kaizen week featuring several global Kaizen events using FBS and AI to unlock productivity across core HR functions. · Drove progress on HR transformation initiative and set up central shared services for talent acquisition, employee relations, and other HR functions. | 30% | | Shareholders | 20% | Ralliant Separation: Set up organization structure for both Fortive and Ralliant within cost structure goals. | · Reorganized to growth-oriented structure accelerating talent development and expanding CEO succession pathways and candidates. · Filled >80% of Ralliant corporate staff prior to Separation, on time and on budget. | 35% | | TOTAL PERSONAL PERFORMANCE FACTOR | | | | 135% |

  55. James A. Lico

    | FORTIVE VALUE | Wgt. | goal | 2025 Performance | Wgtd. payout | | Extraordinary Teams | 20% | Leadership Transition: Execute seamless leadership transition and executive team integration for both Fortive and Ralliant. | · Delivered two strong CEO transitions successfully and smoothly with no operational disruption and strengthened investor confidence in both companies. · Fortified leadership stability by hiring top-tier CFOs for both companies. · Maintained strong employee experience in H1 2025 supported by successful engagement survey results. | 40% | | Kaizen | 20% | Kaizen and FBS: Leverage Kaizen/FBS activity to accelerate AI adoption with goal of targeting $10M in savings through AI. | · Made progress on AI enablement with marketable solutions in progress. · Began establishing new foundation for innovation excellence with new innovation center. | 15% | | Shareholders | 60% | Ralliant Separation: Successfully stand up Ralliant. Create and execute plan to reduce total corporate cost for Fortive. Prepare and execute IR plan/Investor Day for both companies with identified new shareholders. Deliver Financials: Deliver Fortive financials as Fortive CEO. | · Strong completion of separation of Ralliant, on time and on track for goals and objectives communicated to investors. · Successful Investor Day ahead of Separation for both companies. · Resilient first half – modest core growth but strong EBITDA and FCF; 2023 acquisitions delivering double-digit ROIC while facing headwinds in certain key markets. | 55% | | TOTAL PERSONAL PERFORMANCE FACTOR | | | | 110% |

  56. Charles E. McLaughlin

    | FORTIVE VALUE | Wgt. | goal | 2025 Performance | Wgtd. payout | | Extraordinary Teams | 20% | Leadership Transition: Execute seamless Finance executive leadership transition and team integrations for both Fortive and Ralliant. | · Successfully supported two CFO transitions with no operational disruption and strengthened investor confidence in both companies. · Successfully led both Fortive and Ralliant finance functions through financial reporting obligations leading to the success of the Separation. | 35% | | Kaizen | 20% | Kaizen and FBS: Leverage Kaizen/FBS to optimize finance processes across the enterprise and within Fortive Corporate. | · Progress made to identify cost optimization in Fortive Corporate. · Progress made to identify areas for enhancements to current financial processes across the enterprise. | 15% | | Shareholders | 60% | Ralliant Separation: Successfully stand up Ralliant. Create and execute plan to reduce total corporate cost for Fortive. Prepare and execute IR plan/Investor Day for both companies with identified new shareholders. Deliver Financials: Deliver Fortive financials as Fortive CFO. | · Strong completion of separation of Ralliant, on time and on track for goals and objectives communicated to investors. · Successful Investor Day ahead of Separation for both companies. · Resilient first half – modest core growth but strong EBITDA and FCF; 2023 acquisitions delivering double-digit ROIC while facing headwinds in certain key markets. | 55% | | TOTAL PERSONAL PERFORMANCE FACTOR | | | | 105% |

  57. 2025 Annual Incentive Award Payouts

    2025 Annual Incentive Award Payouts Based on the results described above, the Compensation Committee approved annual incentive awards to the NEOs in role at year-end for 2025 performance as follows:

  58. 2025 Annual Incentive Award Payouts

    | EXECUTIVE OFFICER | 2025 BASE SALARY | TARGET AWARD OPPORTUNITY (%) | TARGET AWARD OPPORTUNITY ($) | FINAL COMPOSITE PERFORMANCE FACTOR (%) | FINAL AWARD PAYOUT | | Olumide O. Soroye | $1,000,000 | 135% | $1,350,000 | 100.6% | $1,358,100 | | Mark D. Okerstrom (1) | $800,000 | 125% | $1,000,000 | 103.6% | $1,036,000 | | Peter C. Underwood | $630,000 | 90% | $567,000 | 100.6% | $570,402 | | Stacey A. Walker | $625,000 | 90% | $562,500 | 102.6% | $577,125 | | Jonathan L. Schwarz (2) | $625,000 | 85% | $531,250 | 95.6% | $507,875 |

  59. 2025 Annual Incentive Award Payouts

    (1) Per the terms of Mr. Okerstrom’s offer letter, he was eligible for the full-year award. (2) Mr. Schwarz departed from Fortive on December 31, 2025. The separation from the Company is a termination by the Company “without cause”. Final award payout reflects actual performance outcomes and in accordance with the treatment terms for annual incentive awards found within our Severance and Change-in-Control Plan for Officers. For Mr. Lico, the Compensation Committee approved a 2025 annual incentive award payout of $1,159,000, determined based on actual performance and prorated for his service through the Separation as CEO. Mr. McLaughlin’s 2025 annual incentive award payout of $477,204 was determined based on actual performance and prorated for his service through the Separation. Ms. Newcombe’s 2025 annual incentive award was determined and paid by Ralliant with consideration for her actual performance prior to the Separation; we did not have discretion over the final payout decision for Ms. Newcombe.

  60. 2025 Annual Incentive Award Payouts

    | Long Term Incentive Compensation 2025 Annual Equity Award Mix Our long-term incentive program is designed to align the interests of our NEOs with those of our shareholders while promoting a balance between driving sustainable business performance and providing meaningful retention. For 2025, the Compensation Committee granted long-term incentive awards using the following mix of equity vehicles: | |

  61. 2025 Annual Incentive Award Payouts

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

  62. 2025 Annual Incentive Award Payouts

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  63. 2025 Target Award Values

    | EXECUTIVE OFFICER | 2025 PSUs (AT TARGET) | 2025 RSUs | 2025 STOCK OPTIONS | 2025 TOTAL TARGET VALUE (1) | 2024 TOTAL TARGET VALUE (1) | YEAR OVER YEAR INCREASE IN PERCENTAGE (%) | | Olumide O. Soroye (2) | $4,250,000 | $2,125,000 | $2,125,000 | $8,500,000 | $5,500,000 | 55% | | Mark D. Okerstrom (3) | $3,000,000 | $1,500,000 | $1,500,000 | $6,000,000 | NA | -- | | Peter C. Underwood (4) | $1,125,000 | $562,500 | $562,500 | $2,250,000 | $2,250,000 | —% | | Stacey A. Walker (4) | $1,250,000 | $625,000 | $625,000 | $2,500,000 | $2,500,000 | —% | | Jonathan L. Schwarz (4) | $1,000,000 | $500,000 | $500,000 | $2,000,000 | $2,000,000 | —% |

  64. 2025 Target Award Values

    (1) The target dollar values of the equity grants noted above do not reflect the grant date valuations computed in accordance with FASB Accounting Standards Codification Topic 718 (“ASC 718”). Instead, based upon the target dollar value of the equity awards and the types of equity awards noted below, the actual number of RSUs and target number of PSUs granted was determined by dividing the corresponding allocation of the dollar value by the 20-day average of the closing price of our common stock as of the grant date (“20 Day Average”) and the actual number of stock options granted was determined by dividing the corresponding allocation of the dollar value by one-third of the 20 Day Average. Additional details on amounts of the 2025 equity grants to all of our NEOs, including the grant date fair values of such awards computed in accordance with FASB ASC 718, are shown in “Executive Compensation Tables—Fiscal 2025 Grants of Plan-Based Awards”. (2) Includes the $3,000,000 market‑adjustment award provided in connection with Mr. Soroye’s promotion to CEO to align his March 2025 grant with the intended target annual award value as CEO. The one-time special $2,000,000 promotion award, by contrast, is excluded as the award was not reflective of his intended target annual award. (3) Excludes the special one-time $10,000,000 sign-on equity award provided in connection with Mr. Okerstrom’s hire as this award is not reflective of his intended target annual award. (4) Excludes the one-time increases of $1,000,000, $500,000, and $1,000,000, respectively, for Messrs. Underwood and Schwarz and Ms. Walker in recognition of their extraordinary efforts to deliver a successful Separation. These increases are not intended to be permanent and not reflective of their intended target annual awards year-over-year. As part of transition planning, Mr. Lico’s 2025 target annual award was reduced to $6,500,000 from $13,000,000 to reflect his anticipated partial year of service as CEO in 2025. Mr. McLaughlin did not receive an award in 2025 due to his anticipated retirement as CFO. Ms. Newcombe’s 2025 target Fortive annual award remained unchanged from 2024 at $4,500,000 for her Fortive service in anticipation of her promotion to CEO of Ralliant.

  65. 2025 PSU Performance Measures

    2025 PSU Performance Measures In 2025, the Compensation Committee granted PSU awards subject to two pre-established performance goals: relative TSR compared to the companies within the S&P 500 and Core Revenue Growth. The actual payout for the PSU awards will be based on performance measured over a three-year period.

  66. 2025 PSU Performance Measures

    | | | Wgt | FY 2025 | FY 2026 | FY 2027 | FY 2028 | | | rTSR | 60% | 3-Year Relative TSR | | | | | 2025 | | | | | | 1-Year | | PSUs | Core Revenue Growth | 40% | Year 1 Core Revenue Growth | Year 2 Core Revenue Growth | Year 3 Core Revenue Growth | Hold |

  67. 2025 PSU Performance Measures

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  68. Relative Total Shareholder Return (Weighted - 60%)

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

  69. Relative Total Shareholder Return (Weighted - 60%)

    (1) The payout percentages for performance between Threshold and Target, or between Target and Maximum, respectively, will be determined by linear interpolation. However, if our absolute TSR performance over the three-year performance period is negative, then a maximum of 100% of target payout can be earned (regardless of how strong our performance is on a relative basis). The Compensation Committee approved a modification of the starting measurement stock price to a price following the Separation to better align executives’ incentives with shareholder interests following the Separation.

  70. Core Revenue Growth (weighted - 40%)

    | PAYOUT LEVEL | % OF TARGET | 2025 CORE REVENUE GROWTH PERFORMANCE GOAL (1) | | | | | FIRST HALF (2) | SECOND HALF (3) | | Maximum | 200% | 2.7% | 5.2% | | Target (1) | 100% | 1.9% | 3.7% | | Threshold | 0% | 1.3% | 2.6% |

  71. Core Revenue Growth (weighted - 40%)

    The 2025 Core Revenue Growth performance goal was used to establish performance goals for Year 1 of the 2025 PSUs and Year 2 of the 2024 PSUs. 2026 and 2027 Core Revenue Growth performance goals will be established in the first quarter of each year, respectively.

  72. Core Revenue Growth (weighted - 40%)

    | | FY 2024 | FY 2025 | FY 2026 | FY 2027 | FY 2028 | | | 3-Year Relative TSR | | | | | | 2024 | | | | 1-Year | | | PSUs | Year 1 Core Revenue Growth | Year 2 Core Revenue Growth | Year 3 Core Revenue Growth | Hold | | | | | 3-Year Relative TSR | | | | | | 2025 | | | | 1-Year | | | PSUs | Year 1 Core Revenue Growth | Year 2 Core Revenue Growth | Year 3 Core Revenue Growth | Hold |

  73. 2023 PSUs Earned for 2023-2025 Performance

    2023 PSUs Earned for 2023-2025 Performance The 2023 PSU payout was based 60% on relative TSR performance over the corresponding three-year performance period and 40% on Core Revenue Growth based on the average of the three annual performance results over the corresponding three consecutive performance years. In connection with the Separation, performance for the 2023 PSUs was certified by the Compensation Committee at the time of the Separation with the number of shares to be earned determined based on a prorated combination of actual performance through the Separation and assumed target performance thereafter, with shares continuing to be subject to the original service-based vesting requirement through the third anniversary of the original grant date and a 1-year post-vesting holding requirement. 2023 PSUs rTSR Performance Goals:

  74. 2023 PSUs Earned for 2023-2025 Performance

    | PAYOUT LEVEL | Wgt | % OF TARGET (1) | rTSR RANKING (RELATIVE TO THE S&P 500 INDEX) | | Maximum | | 200% | ≥75th percentile | | Target | | 100% | 55th percentile | | Threshold | | 50% | 35th percentile | | Below Threshold | | 0% | <35th percentile | | Actual | 82% 18% | Pre-Separation: 61.6% Post-Separation: Assume 100% | Pre-Separation: 40th Percentile Post-Separation: Assume 55th Percentile | | Final Payout | | 68.5% | |

  75. 2023 PSUs Earned for 2023-2025 Performance

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

  76. 2023 PSUs Earned for 2023-2025 Performance

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  77. 2023 PSUs Earned for 2023-2025 Performance

    2023 PSUs Core Revenue Growth Goals:

  78. 2023 PSUs Earned for 2023-2025 Performance

    | PAYOUT LEVEL | % OF TARGET (1) | ACTUAL | 2023 CORE REVENUE GROWTH | 2024 CORE REVENUE GROWTH | 2025 CORE REVENUE GROWTH | | Maximum | 200% | | 7.0% | 5.6% | 4.9% | | Target | 100% | | 5.0% | 4.0% | 3.5% | | Threshold | 0% | | 3.5% | 2.8% | 2.5% | | | | Actual Results | 4.8% | 1.3% | Pre-Separation: 0% Post-Separation: 100% | | | | Payout % | 86.7% | 0.0% | 51.1% | | | | Final Payout - Average Payout % | 45.9% | | |

  79. 2023 PSUs Earned for 2023-2025 Performance

    (1) The payout percentages for performance between Threshold and Target, or between Target and Maximum, respectively, would be determined by linear interpolation. Based on the 68.5% of target payout on 3-year rTSR performance and a 3-year average 45.9% of target payout on Core Revenue Growth, the NEOs earned a combined 59.5% of their target 2023 PSUs as follows:

  80. 2023 PSUs Earned for 2023-2025 Performance

    | EXECUTIVE OFFICER | TARGET SHARES | SHARES EARNED | | Olumide O. Soroye | 50,215 | 29,860 | | Peter C. Underwood | 21,095 | 12,544 | | Stacey A. Walker | 22,597 | 13,437 | | Jonathan L. Schwarz | 19,086 | 11,350 | | James A. Lico | 125,534 | 74,644 | | Charles E. McLaughlin | 44,190 | 26,277 |

  81. 2023 PSUs Earned for 2023-2025 Performance

    Mr. Okerstrom was not employed with Fortive at the time of the 2023 PSU grant. Ms. Newcombe’s 17,485 earned shares were converted into Ralliant equity awards; the service-based vesting requirement and the 1-year post-vesting holding requirement continued to apply.

  82. 2025 RSU Performance Measure and Results

    2025 RSU Performance Measure and Results The RSU awards provided to our Executive Officers consist of a base amount and a performance-based portion called “incremental” RSUs. NEOs can earn these incremental RSUs by exceeding specific financial goals. In 2025, the incremental RSUs could range from 10% to 50% of the base amount, depending on the Company’s Adjusted EBITDA Margin performance. The initial target was set at the beginning of 2025 based on our high-end guidance, 29.3%.

  83. 2025 RSU Performance Measure and Results

    | Adj. EBITDA Margin performance goals were set at the high-end of 2025 guidance to the investor community. |

  84. 2025 RSU Performance Measure and Results

    Because of the uncertainty of the timing of the Separation when the performance goals for 2025 were established by the Compensation Committee in the first quarter of 2025, such performance goals for our incentive plans were established without giving effect to the Separation. Following the disposition of our Precision Technologies segment on June 28, 2025 in the Separation and consistent with the terms found in our original equity grant agreements, consistent with the updates made to the Company Financial Factor in the Executive Incentive Compensation Plan, the Compensation Committee updated the framework, and corresponding performance goals, to reflect the Separation to create two distinct half-year performance periods. Actual Adjusted EBITDA Margin performance in the first half of 2025 fell below the threshold resulting in no incremental RSUs earned and second half Adjusted EBITDA Margin performance of 31.0% resulted in 20% of incremental RSUs earned.

  85. 2025 RSU Performance Measure and Results

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  86. 2025 RSU Performance Measure and Results

    | PAYOUT LEVEL (1) | INCREMENTAL RSUs OPPORTUNITY (% OF BASE RSUs) | ADJUSTED EBITDA MARGIN (2) ORIGINAL 2025 PERFORMANCE GOALS | ADJUSTED EBITDA MARGIN (2) FIRST HALF 2025 PERFORMANCE GOALS | ADJUSTED EBITDA MARGIN (2) SECOND HALF 2025 PERFORMANCE GOALS | | Maximum | 50% | ≥30.1% | ≥28.8% | ≥31.6% | | Threshold | 10% | ≥29.3% | ≥28.0% | ≥30.8% | | Actual Results | | N/A | 27.0% | 31.0% | | Payout | | N/A | 0% | 20% | | Final Payout | | | +10% Incremental RSUs Earned | |

  87. 2025 RSU Performance Measure and Results

    (1) The incremental RSUs were determined by linear interpolation between Threshold and Maximum with no more than 50% maximum incremental RSUs that can be earned. No incremental RSUs are earned if Adjusted EBITDA Margin falls below the Threshold. (2) “Adjusted EBITDA Margin” means the ratio of adjusted EBITDA to net revenue. “Adjusted EBITDA” means our adjusted earnings before net interest, income taxes, depreciation and amortization. As a result, our NEOs earned a combined additional 10% of their base amount of 2025 RSUs as follows:

  88. 2025 RSU Performance Measure and Results

    | EXECUTIVE OFFICER | BASE RSUs GRANTED | INCREMENTAL RSUs EARNED | | Olumide O. Soroye | 37,582 | 3,759 | | Mark D. Okerstrom | 27,488 | 2,749 | | Peter C. Underwood | 13,826 | 1,383 | | Stacey A. Walker | 14,885 | 1,489 | | Jonathan L. Schwarz | 10,636 | 1,064 | | James A. Lico | 27,646 | 2,765 |

  89. 2025 RSU Performance Measure and Results

    Mr. McLaughlin did not receive a RSU grant in 2025. Ms. Newcombe’s awards were converted to Ralliant equity awards in connection with the Separation prior to the performance certification.

  90. 2025 RSU Performance Measure and Results

    | Looking Ahead to 2026 Beginning with awards granted in 2026, the annual equity award program for executive officers will be enhanced by: • Increasing PSU allocation from 50% to 60% • Eliminating stock options; and • Eliminating the ability to earn incremental RSUs |

  91. 2025 RSU Performance Measure and Results

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  92. 2025 RSU Performance Measure and Results

    Other Practices, Policies & Guidelines Timing of Option Awards in Relation to the Disclosure of Material Nonpublic Information The following discussion contains information required by Item 402(x) of Regulation S-K about the timing of option awards in relation to the disclosure of material nonpublic information. The Compensation Committee has adopted the Fortive Corporation Policy on Granting Equity Awards (the “Grant Policy”) relating to the timing of all equity-based compensation, including stock options, awarded by the Compensation Committee. Under the Grant Policy, our annual equity-based compensation awards are granted on a pre-determined schedule. The effective grant date for our annual equity-based compensation awards, which are reviewed and approved during the Compensation Committee meeting held in the first quarter of each fiscal year, is fixed at the later of (i) March 2 (or the immediately following business day if March 2 of such year is not a business day) following the date of such Compensation Committee meeting and (ii) the second business day after the filing of the Company’s Annual Report on Form 10-K for the prior fiscal year. Any coordination between our annual equity-based compensation awards and the release of material nonpublic information that could be expected to affect the value of such awards is precluded by this predetermined schedule. Furthermore, pursuant to the Grant Policy, as a general principle, the Compensation Committee does not take any material nonpublic information into account when determining the timing and terms of any equity-based compensation awards. The Compensation Committee also does not grant, or delay the grant, of any equity-based compensation awards in anticipation of the release of any material nonpublic information, and the Company does not time the disclosure of any material nonpublic information based on any equity-based compensation award grant dates, vesting events, or sale events for the purpose of affecting the value of any executive compensation. During the fiscal year 2025, the Company did not award stock options to any named executive officer during the relevant period described in Item 402(x)(2) of Regulation S-K. Stock Ownership Requirements To further align management and shareholder interests and discourage inappropriate or excessive risk-taking, our stock ownership policy requires each executive officer to obtain a substantial equity stake in our common stock within five years of their appointment to an executive position. The multiples of base salary that the guidelines require are as follows:

  93. 2025 RSU Performance Measure and Results

    | Executive Level | Stock Ownership Level (as a Multiple of Salary) | | Chief Executive Officer | 5.0x base salary | | All Other Executive Officers | 3.0x base salary |

  94. 2025 RSU Performance Measure and Results

    Once an executive has acquired enough shares to satisfy the ownership multiple then applicable to him or her, such number of shares becomes his or her minimum ownership requirement (even if the executive’s salary increases or the fair market value of such shares subsequently changes) until he or she is promoted to a higher executive level. Under the policy, beneficial ownership includes shares in which the executive or his or her spouse or child has a direct or indirect interest, notional shares of our common stock in the Executive Deferred Incentive Plan (“EDIP”) plan, shares held in a 401(k) plan, and unvested RSUs that are subject only to time-based vesting requirements but does not include shares subject to unexercised stock options or any unvested RSUs or PSUs that are subject to outstanding performance-based vesting requirements.

  95. 2025 RSU Performance Measure and Results

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  96. 2025 RSU Performance Measure and Results

    Clawback Policy and Plan Terms The Compensation Committee has adopted a clawback policy that applies to our Section 16 officers (“executive officers”). Under this policy, in the event of a material restatement of our consolidated financial statements (other than any restatement required according to a change in applicable accounting rules), the Company will seek reimbursement of the portion of any incentive-based compensation granted, earned or vested based on the attainment of a financial reporting measure that would not have been paid had the consolidated financial statements been correctly stated. In addition to recoupment of incentive-based compensation mandated by the SEC and the NYSE, our clawback policy includes an enhancement that provides the Board with the discretion to also recoup additional compensation, including any time-based equity awards, from any executive officer if the Board determines that the triggering material restatement was at least in part the result of gross misconduct by such executive officer. Furthermore, under the terms of our 2016 Stock Incentive Plan, all outstanding unvested equity awards will be terminated immediately upon, and no grantee may exercise any outstanding equity award after, such time as he or she is terminated for gross misconduct. In addition, under the terms of the Fortive Executive Deferred Incentive Plan (“EDIP”), if the plan administrator determines that termination of an employee’s participation in the EDIP resulted from the employee’s gross misconduct, the plan administrator may determine that the employee’s vesting percentage is zero with respect to all account balances that were contributed by us. Insider Trading Policy Our Board has adopted an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all Fortive personnel, including directors, officers, employees, and other covered persons, and Fortive itself. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is incorporated by reference as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. Pledging Policy Our Board has adopted a policy prohibiting any of our executive officers, including our NEOs, or directors from pledging as a security for any obligation any shares of our common stock that he or she directly or indirectly owns and controls. Hedging Policy We include within our Insider Trading Policy a prohibition applicable to all our employees, including our NEOs, and our directors against engaging at any time in: • short sales of our common stock; • transactions in any derivatives of our securities, including, but not limited to, hedging, buying or selling puts, calls, or other options (except for instruments granted under our 2016 Stock Incentive Plan); or engaging, directly or indirectly, in other hedging transactions, or otherwise engaging in other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock, including, but not limited to, collars, equity swaps, exchange funds, and prepaid variable forward sale contracts.

  97. 2025 RSU Performance Measure and Results

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  98. 2025 RSU Performance Measure and Results

    General Benefits Our NEOs are eligible to participate in broad-based employee benefit plans, which are generally available to all U.S. salaried employees and do not discriminate in favor of our NEOs. In addition, each of our NEOs participates in the EDIP. The EDIP is a shareholder-approved, non-qualified, unfunded deferred compensation program available to selected members of our management. We use the EDIP to tax-effectively contribute amounts to executives’ retirement accounts and give our executives an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals. We set the amount we contribute annually to the executives’ accounts in the EDIP at a level that we believe is competitive with comparable plans offered by the companies in our Peer Group. Participants in the EDIP do not fully vest in such amounts until they have participated in the program for 15 years or have reached age 55 with at least five years of service (including for executives who were employed by Danaher prior to our separation from Danaher, years of service with Danaher prior to that separation). We show the amounts we contributed to the EDIP for 2025 with respect to our NEOs in the “Summary Compensation Table.” Perquisites We offer limited perquisites to our NEOs which are not a major component of our compensation package or philosophy. We believe these limited perquisites help make our executive compensation plans competitive, are generally aligned with market practices and are cost-effective in that the perceived value of these items is higher than our actual cost. The perquisites we made available to our NEOs during 2025 were as follows:

  99. 2025 RSU Performance Measure and Results

    | Type | PARTICIPATING NEOs | | Personal aircraft use | Messrs. Soroye, Okerstrom, Lico and McLaughlin | | Tickets to sporting events | Messrs. Soroye, Underwood and Schwarz, and Ms. Walker | | Stipend ($10,000) for tax/financial planning | All NEOs | | Executive physical | Messrs. Schwarz and McLaughlin, and Ms. Walker | | Executive data privacy protection services | All NEOs except Mr. McLaughlin | | Miscellaneous Retirement Gifts | Messrs. Lico, McLaughlin and Schwarz, and Ms. Walker | | Relocation | Ms. Newcombe |

  100. 2025 RSU Performance Measure and Results

    We made personal aircraft use available under an aircraft use policy adopted by the Compensation Committee. The policy permits the use of our aircraft for business purposes only, other than with respect to a $150,000 and $50,000 personal use allowance to our CEO and CFO, respectively. Any personal use of the aircraft in a particular year in excess of the respective personal use allowances must be reimbursed. Additional details on the other perquisites we made available to our NEOs in 2025 are described in the footnotes to the “Summary Compensation Table.”

  101. 2025 RSU Performance Measure and Results

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  102. 2025 RSU Performance Measure and Results

    Severance Benefits To be consistent with market practices and ensure that our executive officers remain focused on our businesses during periods of uncertainty and are motivated to pursue transactions in the best interest of the shareholders and other stakeholders, we maintain a Severance and Change-in-Control Plan for Officers, which we refer to as the Severance Plan. It provides for severance benefits upon (i) a termination without cause not preceded by a change-in-control and (ii) a termination without cause, or good reason resignation, within 24 months following a qualified change-in-control.

  103. “Double Trigger” Change-in-Control Severance

    “Double Trigger” Change-in-Control Severance Because we intend the change-in-control severance benefit under the Severance Plan to ensure that the executive officers pursue transactions in the best interest of our shareholders and other stakeholders, the Compensation Committee limited the definition of “change-in-control” to include only: • a merger, consolidation or reorganization in which Fortive is not the surviving entity and in which the voting securities of Fortive prior to such transaction would represent 50% or less of the voting securities of the surviving entity; • a sale of all or substantially all assets of Fortive, or • any transaction approved by the Board that results in any person or entity that is not an affiliate of Fortive owning 100% of Fortive’s outstanding voting securities. If, within 24 months following a qualified change-in-control, a NEO is terminated without cause, or resigns for good reason, then the following severance payment would be due:

  104. “Double Trigger” Change-in-Control Severance

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

  105. Termination without Cause Severance

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

  106. Termination without Cause Severance

    | Compensation | CEO | OTHER NEOs | | Cash Severance Payment | 2x base salary | 1x base salary | | Cash Annual Incentive Award | • Payments based on actual performance; and • Prorated from the beginning of the year to the date of termination | Same | | Equity Awards | • Based on actual performance against performance targets; • Subject to original time-vesting; and • Prorated for the period from the date of the grant to the date of termination | Same | | Health Benefits | 24 months | 12 months |

  107. Termination without Cause Severance

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  108. Termination without Cause Severance

    | Compensation | CEO | OTHER NEOs | | 280G Excise Tax | No tax gross up | Same |

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

    CEO Early Retirement Policy for Equity Awards Granted During or After 2022 In connection with the long-term CEO succession planning by the Board and to grant the Board additional flexibility in determining the timing and collaborative nature of any future CEO transition, the Compensation Committee adopted an early retirement policy with respect to equity awards granted to Mr. Lico during or after 2022. If Mr. Lico provided notice of early retirement on or after (i) January 1, 2026 or (ii) an earlier date on which the Board, in its sole discretion, formally approved a specific successor to the CEO position (the “qualified date”), the Board may designate a CEO transition period of up to twelve additional months following such notice during which Mr. Lico will be required to provide transition services, as requested by the Company (the “CEO transition period”). Upon such notice of early retirement on or after the qualified date and upon completion of the requested transition services during the CEO transition period, all equity awards granted to Mr. Lico on or after 2022 would continue to vest under their original time-based vesting terms and would be subject to the satisfaction of all original performance-based vesting requirements. The Compensation Committee considered and implemented the following governance features to align this policy: • The policy is structured consistently with the general early retirement benefit available to all employees and the benefits accelerated by less than one year to enhance flexibility to support CEO transition and succession; • The policy applies only to equity awards granted to Mr. Lico during or after 2022; and • The policy would not provide for any acceleration of payment or waiver of any performance-based vesting requirements. The Compensation Committee determined Mr. Lico satisfied the full requirements of this policy and the terms and conditions of this policy became effective upon the formal appointment of Mr. Soroye as the President and Chief Executive Officer of Fortive on June 27, 2025. Regulatory Considerations Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to certain covered employees, generally including our NEOs. At the time of determining our executive compensation for 2025, we reviewed the tax impact of such compensation on the Company as well as on our executive officers. In addition, we reviewed the impact of our compensation programs against other considerations, such as accounting impact, alignment of interest with shareholders and other stakeholders, market competitiveness, effectiveness and perceived value to employees. Because we believe these considerations, other than tax deductibility, should play an important role in shaping our compensation programs, we have awarded, and may award in the future, compensation to our NEOs in excess of $1 million to the extent the Compensation Committee believes such compensation is necessary to continue to provide competitive arrangements intended to attract, retain, and provide appropriate incentives to, our NEOs. Risk Considerations Risk-taking is essential to growing a business, and prudent risk management is necessary to deliver long-term, sustainable shareholder value. The Compensation Committee engaged Pearl Meyer, its independent compensation consultant, to review our executive and non-executive compensation programs for risk considerations. The Compensation Committee determined, based on the recommendations received from Pearl Meyer and its own analysis and conclusions, that none of

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

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

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

    the elements of our compensation program encourage or create excessive risk-taking, and none is reasonably likely to have a material adverse effect on the Company. The Compensation Committee believes that our executive compensation program supports the objectives described above without encouraging inappropriate or excessive risk-taking.

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

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  113. Executive Compensation Tables

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($) (1) | OPTION AWARDS ($) (1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (2) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (3) | ALL OTHER COMPENSATION ($) (4) | TOTAL ($) | | Olumide O. Soroye | 2025 | $931,733 | — | $8,196,125 | $3,706,519 | $1,358,100 | — | $212,535 | $14,405,012 | | President and | 2024 | $764,430 | — | $4,297,191 | $1,659,209 | $1,183,950 | — | $157,297 | $8,062,077 | | Chief Executive Officer (5) | 2023 | $750,006 | — | $3,847,053 | $1,443,226 | $1,351,125 | — | $152,766 | $7,544,176 | | Mark D. Okerstrom | 2025 | $600,000 | $1,250,000 | $13,664,653 | $4,699,786 | $1,036,000 | — | $163,000 | $21,413,439 | | Senior Vice President, | | | | | | | | | | | Chief Financial Officer (6) | | | | | | | | | | | Peter C. Underwood | 2025 | $630,000 | $— | $2,831,988 | $943,553 | $570,402 | $— | $115,828 | $5,091,771 | | Senior Vice President, | | | | | | | | | | | Chief Legal Officer | | | | | | | | | | | Stacey A. Walker | 2025 | $625,000 | — | $3,049,398 | $1,016,177 | $577,125 | — | $173,412 | $5,441,113 | | Former Senior Vice President, | 2024 | $637,019 | — | $1,953,538 | $754,369 | $597,600 | — | $183,490 | $4,126,016 | | Chief People Officer | 2023 | $617,788 | — | $1,731,126 | $649,555 | $627,406 | — | $171,384 | $3,797,259 | | Jonathan L. Schwarz | 2025 | $625,000 | — | $2,178,415 | $725,973 | $507,875 | — | $369,781 | $4,407,044 | | Former Senior Vice President, | | | | | | | | | | | Strategic and Corporate Development (7) | | | | | | | | | | | James A. Lico | 2025 | $1,250,000 | — | $5,663,576 | $1,887,129 | $1,159,000 | — | $535,387 | $10,495,092 | | Former President and | 2024 | $1,274,038 | — | $10,156,071 | $3,921,979 | $2,380,700 | — | $580,376 | $18,313,164 | | Chief Executive Officer (8) | 2023 | $1,250,000 | — | $9,617,124 | $3,608,064 | $2,757,375 | — | $576,601 | $17,809,164 | | Charles E. McLaughlin | 2025 | $394,615 | — | $— | $— | $477,204 | — | $244,291 | $1,116,110 | | Former Senior Vice President, | 2024 | $774,615 | — | $3,710,732 | $1,432,999 | $990,371 | — | $260,150 | $7,168,867 | | Chief Financial Officer (9) | 2023 | $749,904 | — | $3,385,489 | $1,270,080 | $1,147,068 | — | $254,232 | $6,806,773 | | Tamara Newcombe | 2025 | $436,539 | — | $2,184,719 | $2,613,222 | $— | — | $161,078 | $5,395,558 | | Former President and CEO, | 2024 | $738,942 | — | $3,515,675 | $1,357,595 | $1,111,860 | — | $148,346 | $6,872,418 | | Precision Technologies (10) | 2023 | $681,731 | — | $3,077,780 | $1,154,736 | $1,262,588 | — | $98,746 | $6,275,581 |

  114. Reconciliation of Compensation Actually Paid to Summary Compensation Table

    Reconciliation of Compensation Actually Paid to Summary Compensation Table

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

    Relationship between Compensation Actually Paid and Performance Measures Disclosed in the Pay vs. Performance Table The charts below reflect the relationship between the Former and Current PEOs’ CAP and the average non-PEO CAP to Total Shareholder Return, Net Income, and Adjusted EPS, and the relationship of the Company’s TSR to the peer group TSR. Net income is calculated pursuant to U.S. GAAP. "Adjusted EPS" is a non-GAAP measure. Net income and adjusted EPS for 2025 are presented on a continuing operations basis to reflect the Separation. Net income and adjusted EPS for each of 2021, 2022, 2023 and 2024 do not give effect to the Separation and have not been recast to reflect our former Precision Technologies segment as discontinuing operations. See Appendix A for non-GAAP reconciliation.

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

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  117. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth as of April 13, 2026 (unless otherwise indicated) the number of shares and percentage of Common Stock beneficially owned by each of Fortive’s directors, nominees for director, each of the named executive officers in the Summary Compensation Table, and all current executive officers and directors of Fortive as a group. Except as otherwise indicated and subject to community property laws where applicable, each person or entity included in the table below has sole voting and investment power with respect to the shares beneficially owned by that person or entity. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person or entity has sole or shared voting or investment power, whether or not the person or entity has any economic interest in the shares, and also includes shares as to which the person has the right to acquire beneficial ownership within 60 days of April 13, 2026. Except as indicated, the address of each director and executive officer shown in the table below is c/o Fortive Corporation, 6920 Seaway Blvd, Everett, WA 98203.

  118. Directors and Executive Officers

    | NAME | NUMBER OF SHARES BENEFICIALLY OWNED(1) | PERCENT OF CLASS(1) | | Eric Branderiz | 16,132(2) | * | | Daniel L. Comas | 59,070(3) | * | | Sharmistha Dubey | 32,045(4) | * | | Rejji P. Hayes | 15,651(5) | * | | Wright Lassiter III | 21,857(6) | * | | Kate D. Mitchell | 50,161(7) | * | | Gregory J. Moore | 5,820(8) | * | | Jeannine Sargent | 28,834(9) | * | | Olumide Soroye | 772,654(10) | * | | James A. Lico | 3,442,734(11) | 1.12% | | Charles E. McLaughlin | 1,471,787(12) | * | | Tamara Newcombe | 26,673 | * | | Mark D. Okerstrom | 21,325 | * | | Jonathan L. Schwarz | 592,716(13) | * | | Peter C. Underwood | 965,050(14) | * | | Stacey A. Walker | 86,515(15) | * | | All current executive officers and directors as a group (12 persons) | 1,988,599(16) | * |

  119. Directors and Executive Officers

    * Represents less than 1% of the outstanding Common Stock. Balances credited to each named executive officer’s account under the Fortive Executive Deferred Incentive Plan (the “EDIP”) which are vested or are scheduled to vest within 60 days of April 13, 2026 are included in the table. The incremental number of notional phantom shares of Common Stock credited to a person’s EDIP account is based on the incremental amount of contribution to the person’s EDIP balance divided by the closing price of Common Stock as reported on the NYSE on the date of the contribution. In addition, for purposes of the table, the number of shares attributable to each named executive officer’s 401(k) Plan account is equal to (a) the officer’s balance, as of March 31, 2026 in the Fortive stock fund included in the executive officer’s 401(k) Plan account (the “401(k) Fortive Stock Fund”), divided by (b) the closing price of Common Stock as reported on the NYSE on March 31,

  120. Directors and Executive Officers

    | Proxy Summary | Election of Directors | Executive Compensation | Ratification of Accounting Firm | Additional Information |

  121. Directors and Executive Officers

    2026. The 401(k) Fortive Stock Fund consists of a unitized pool of Common Stock and cash. The table also includes shares that may be acquired upon exercise of options that are exercisable within 60 days of April 13, 2026 or upon vesting of Restricted Stock Units (“RSUs”) that vest within 60 days of April 13, 2026. In addition, RSUs granted to a non-executive director for which shares are not delivered until the earlier of the director’s death or, at the earliest, the first day of the seventh month following the director’s resignation from the board are not included in the table. Includes options to acquire 11,637 shares, but does not include 10,249 vested but deferred RSUs. (3) Includes options to acquire 16,350 shares, 75 shares held in irrevocable trusts and 1,721 shares beneficially owned by Mr. Comas’ spouse, but does not include 8,848 vested but deferred RSUs. Mr. Comas disclaims beneficial ownership of the shares held by the trusts and by his spouse. (4) Includes options to acquire 27,785 shares, but does not include 25,435 vested but deferred RSUs. (5) Includes options to acquire 11,391 shares, but does not include 24,541 vested but deferred RSUs. (6) Includes options to acquire 17,580 shares, but does not include 16,200 vested but deferred RSUs. (7) Includes options to acquire 45,901 shares, but does not include 36,461 vested but deferred RSUs. (8) Includes options to acquire 2,923 shares and 2,897 RSUs. (9) Includes options to acquire 21,677 shares and 2,897 RSUs, but does not include 17,247 vested but deferred RSUs. (10) Includes options to acquire 650,117 shares, 27,394 RSUs, and 29,860 PSUs. (11) Includes options to acquire 2,942,311 shares, 70,422 RSUs, 74,644 PSUs, and 208,889 notional phantom shares attributable to Mr. Lico’s EDIP account. (12) Includes options to acquire 1,367,975 shares, 23,560 RSUs, 26,277 PSUs, and 41,730 notional phantom shares attributable to Mr. McLaughlin’s EDIP account. (13) Includes options to acquire 483,225 shares, 9,620 RSUs, 10,721 PSUs, and 11,337 notional phantom shares attributable to Mr. Schwarz’s EDIP account. (14) Includes options to acquire 913,132 shares, 11,272 RSUs, 12,544 PSUs, and 12,682 notional phantom shares attributable to Mr. Underwood’s EDIP account (15) Includes options to acquire 48,796 shares, 11,705 RSUs, 13,065 PSUs, and 12,949 notional phantom shares attributable to Ms. Walker’s EDIP account. (16) Includes options to acquire 1,718,493 shares, 44,460 RSUs, 42,404 PSUs, and 12,682 notional phantom shares attributable to current executive officers’ EDIP accounts.

  122. Adjusted EPS Used in Pay vs. Performance Table **

    Adjusted EPS Used in Pay vs. Performance Table **

  123. Adjusted EPS Used in Pay vs. Performance Table **

    | | YEAR ENDED DECEMBER 31, | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 (a) | | Net Earnings Per Share Attributable to Common Stockholders from Continuing Operations (GAAP) (b) | $1.59 | $2.36 | $2.43 | $2.10 | $1.65 | | Dividends on the mandatory convertible preferred stock to apply if-converted method (b) | — | — | — | — | 0.10 | | Assumed dilutive impact on the Diluted Net Earnings Per Share Attributable to Common Stockholders if the MCPS Converted Shares had been outstanding (b) | — | — | — | — | (0.05) | | Net Earnings Per Share from Continuing Operations (GAAP) | 1.59 | 2.36 | 2.43 | 2.10 | 1.70 | | Interest on the Convertible Notes to apply if-converted method (c) | — | — | — | — | — | | Tax effect of the Convertible Notes to apply if-converted method | — | — | — | — | — | | Diluted Net Earnings Per Share from Continuing Operations (GAAP) | 1.59 | 2.36 | 2.43 | 2.10 | 1.70 | | Pretax amortization of acquisition related intangible assets and non-cash impairments | 1.10 | 1.28 | 1.06 | 1.06 | 0.89 | | Pretax acquisition, divestiture, and Separation related items (d) | 0.13 | 0.17 | 0.01 | 0.08 | 0.19 | | Pretax discrete restructuring charges | 0.10 | 0.06 | 0.16 | — | 0.03 | | Pretax gains and losses from divestiture (e) | (0.01) | 0.07 | — | — | — | | Pretax losses from equity investments (f) | — | 0.11 | 0.05 | 0.05 | 0.03 | | Pretax gain on sale of property and charitable contribution expense | — | (0.12) | — | — | — | | Pretax Russia exit and wind down costs | — | — | — | 0.05 | — | | Pretax gain on litigation resolution | — | — | — | — | (0.08) | | Pretax non-cash interest expense associated with our 0.875% Convertible Notes | — | — | — | — | 0.08 | | Pretax loss on debt extinguishment, net of gain on Vontier common stock | — | — | — | — | 0.13 | | Tax effect of the adjustments reflected above (e) | (0.20) | (0.23) | (0.21) | (0.19) | (0.21) | | Discrete tax expense (benefits) (g) | — | 0.19 | (0.07) | — | — | | Adjusted Diluted Net Earnings Per Share from Continuing Operations (Non-GAAP) | $2.71 | $3.89 | $3.43 | $3.15 | $2.75 |

  124. Adjusted EPS Used in Pay vs. Performance Table **

    ** The Adjusted EPS presented here are presented in the manner set forth in the Pay vs. Performance table and on a basis utilized to determined the compensation for the corresponding period set forth in the Pay vs. Performance. The results for 2021 in the table above are presented on a continuing operations basis to give effect to the separation of Vontier Corporation in 2020. The results for 2024, 2023, 2022, and 2021 in the table above have not been recast to give effect to the separation of Ralliant Corporation in 2025. The results for 2025 in the table above are presented on a continuing operations basis to give effect to the separation of Ralliant. The mandatory convertible preferred stock (MCPS) converted shares were converted on July 1, 2021. The per share adjustment for 2021 was calculated assuming the MCPS converted shares had converted at the beginning of the period prior to their conversion on July 1, 2021. The per share adjustments for 2020 and 2019 were calculated assuming the MCPS converted shares had been outstanding. (b) On July 1, 2021, all outstanding shares of our MCPS converted at a rate of 14.0978 common shares per share of preferred stock into an aggregate of approximately 19.4 million shares (net of fractional shares). Prior to their conversion on July 1, 2021, the MCPS were anti-dilutive for the years ended December 31, 2021 and 2019, and as such, GAAP net earnings per share was calculated using net earnings from continuing operations attributable to common stockholders, and the number of MCPS Converted Shares assumes the conversion of all 1.38 million shares applying the “if-converted” method. The MCPS were dilutive for the year ended December 31, 2020 and the “if-converted” method was applied in calculating earnings per share, and as such, no additional shares were assumed to be converted and net earnings per share was calculated using net earnings from continuing operations. (c) Beginning with our adoption of ASU 2020-06 on January 1, 2022 we assumed share settlement of our outstanding Convertible Notes under the if-converted method when calculating GAAP diluted net earnings per share. Since we settled the Convertible Notes in cash on February 15, 2022 and no common share conversion occurred, we have reversed the impacts of applying the if-converted method and included the actual cash interest expense in calculating the adjusted net earnings per share, as well as excluded the assumed share settlement. (d) Includes pretax transaction costs, acquisition related fair value adjustments to inventory and deferred revenue, integration costs, acquisition-related restructuring charges, and costs related to the planned separation of Ralliant. (e) The gains and losses from divestiture and the gain on fair value change in Vontier common stock had no tax effect. The dividend on the MCPS is not tax deductible. The tax effect of the adjustments includes all other line items. (f) Includes pretax losses from equity method investments. The year ended December 31, 2022 also includes an $8.1 million pretax impairment loss on an equity investment. (g) The 2024 amount was related to discrete tax expense items that resulted from the planned separation of Ralliant. The 2023 amount related to the revaluation of deferred tax assets resulting from changes in tax rates in Switzerland. The sum of the components of adjusted diluted net earnings per share may not equal due to rounding.