Sector: Industrials
FORTIVE CORP · Meeting: June 9, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
No overboarding, attendance above 75%, relevant financial expertise, and FTV's 3-year return of +27.5% outperforms the peer group median of +21.0% by +6.5pp, well below the 65pp threshold needed to trigger a vote against.
No overboarding concerns (announcing retirement from Match Group board), serves as independent Chair, strong technology and governance background, and peer-relative TSR trigger does not apply given FTV's outperformance of peer median.
Serves as a sitting CFO (not CEO) so the sitting-CEO overboarding rule does not apply, holds one outside public board seat, strong financial expertise, and peer TSR trigger does not apply.
No overboarding issues, strong healthcare and operational leadership experience relevant to FTV's Advanced Healthcare Solutions segment, and peer TSR trigger does not apply.
No overboarding concerns, over 40 years of technology industry experience, and peer TSR trigger does not apply given FTV's positive outperformance versus peer median.
No overboarding, relevant medical technology and AI expertise aligned with FTV's healthcare segment, and peer TSR trigger does not apply.
No overboarding, extensive industrial technology and operations leadership experience, and peer TSR trigger does not apply.
As CEO and director, subject to the same TSR trigger as other directors, but FTV's 3-year return outperforms the peer median by +6.5pp, well within the 65pp threshold, so no trigger applies; also exempt from TSR concern given he only became CEO in June 2025.
All eight director nominees receive a FOR vote. FTV's 3-year price return of +27.5% outperforms the disclosed compensation peer group median of +21.0% by +6.5pp, far below the 65pp underperformance threshold required to trigger votes against directors. No director is overboarded, all met the 75% attendance threshold, the board discloses a skills matrix, audit committee members have financial expertise, and there are no independence or familial relationship concerns among the nominees.
CEO
Olumide O. Soroye
Total Comp
$14,405,012
Prior Support
86.5%%
The prior year say-on-pay vote received 86.5% support, well above the 70% threshold, and the company has demonstrated ongoing responsiveness to shareholder feedback by strengthening performance conditions, increasing the share of pay tied to relative total shareholder return, removing the floor payout on the TSR component, and planning further improvements for 2026. CEO total compensation of approximately $14.4 million reflects a significant transition year that included a new-CEO appointment and a major business separation, with 91% of target pay performance-based and 79% in equity, satisfying the policy's pay-mix requirements. FTV's 3-year total shareholder return of +27.5% outperforms the disclosed peer group median of +21.0%, so above-benchmark incentive pay is consistent with shareholder experience and the pay-for-performance alignment check does not trigger a vote against.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$12,378,687
Non-Audit Fees
$4,721,891
Non-audit fees (combining audit-related fees of $225,000 and tax fees of $4,496,891, totaling approximately $4,721,891) represent about 38% of audit fees of $12,378,687, well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm fully appropriate for a company of FTV's size and complexity. Auditor tenure is not disclosed in the filing, so the tenure trigger does not fire per policy.
Fortive's 2026 annual meeting presents a clean ballot with three standard proposals — director elections, say-on-pay, and auditor ratification — all receiving FOR votes under this policy. The company's stock has meaningfully outperformed its compensation peer group over three years, compensation is heavily performance-linked with ongoing improvements in response to shareholder feedback, and auditor fees are within acceptable independence thresholds.
15 companies disclosed in 2026 proxy filing
