Roper Technologies - Management and Incentives

Compensation Plan

Bonus

Bonus Metrics

The 2025 annual cash incentive performance metric was based on growth in adjusted EBITDA.
Target-level performance was 10% growth, and threshold-level performance was 3% growth.
The program incentivizes exceptional growth through an overdrive mechanism: 14% growth yields an incremental 20% payout, and 18% growth yields an incremental 30% payout, capped at a total maximum of 150% of the target opportunity.

Bonus Results

For 2025, actual adjusted EBITDA was $3.14B, representing an 11.0% increase over the prior year.
The resulting cash incentive payout was 104.8% of the target bonus opportunity.

Bonus Changes

For 2026, the annual cash incentive will be weighted 50% on annual organic revenue growth and 50% on annual adjusted EBITDA core margin.
The maximum potential payout target for the program is being increased to 175%.

Equity Awards

Equity Awards Metrics

The 2025 long-term incentive awards were allocated 25% to stock options and 75% to performance-based RSUs.
PRSUs measure a 3-year adjusted net earnings CAGR. Unmodified vesting requires 1% CAGR for the 35% threshold payout and 4% to 10% CAGR for the 100% target payout.
Overdrive PRSU shares (up to an incremental 100%) can vest if the CAGR exceeds 10% (14% yields 40% overdrive; 18% yields 100% overdrive).
The total number of shares earned is subject to a relative TSR modifier of +/- 25% depending on S&P 500 percentile performance, capped at a maximum of 200% of target.
Stock options vest solely based on continued service on the third anniversary of the grant date.

Equity Awards Results

The named executive officers did not have a long-term stock incentive award vesting event in 2025, as the vesting period was extended to 3 years in 2023.
The 2023 awards vested in March 2026 based on actual Adjusted EBITDA of $8.486B versus a target of $6.917B, and actual Adjusted Operating Cash Flow at the 94th percentile versus a target of the 75th percentile.

Equity Awards Changes

For 2026, the 3-year adjusted net earnings CAGR metric is being replaced with a 3-year adjusted diluted net earnings per share CAGR to proxy free cash flow per share.
Overdrive shares will vest if the adjusted diluted EPS CAGR exceeds 9% (13% CAGR yields 40% overdrive; 17% CAGR yields 100% overdrive).
The 25% relative TSR modifier is being replaced with a 10% relative adjusted free cash flow margin modifier versus the S&P 500 (excluding certain industries).

Other Compensation Details

Pay of the Median Employee

Pay of the median employee: 100,901

Say on Pay Result

Over 91% of votes cast at the 2025 Annual Meeting approved the executive compensation program.

Notable Perquisites

CEO Hunn: $159,937 for personal use of aircraft; $30,000 for financial planning; $24,000 for a company car; $12,672 for club memberships.
Other NEOs (Conley and Stipancich): $30,000 for a company car.

Executives

L. Neil Hunn

President and CEO

Background

Appointed CEO and President in September 2018; previously served as EVP and COO from 2017 to 2018.
Served as Group Vice President of the medical segment from 2011 to 2018.
Prior to Roper, spent 10 years at MedAssets, Inc. serving as EVP, CFO, and President of its revenue cycle technology businesses.
Director of Deere & Company since 2023.

Equity Exposure

Shares owned outright: 157,454
Shares beneficially owned (SEC-defined): 531,591
Stock options: 305,544 exercisable; 91,656 unexercisable.
Restricted stock/RSUs: 85,631 unvested units.

FY2025 Compensation

Base salary: 1,000,000
Bonus: 2,096,000
Equity award: 22,632,506
Total compensation: 26,205,765

Other Compensation Details

Potential payments on change in control: 39,757,061

Jason P. Conley

EVP and CFO

Equity Exposure

Shares owned outright: 22,880
Shares beneficially owned (SEC-defined): 105,633
Stock options: 64,242 exercisable; 28,222 unexercisable.
Restricted stock/RSUs: 26,421 unvested units.

FY2025 Compensation

Base salary: 745,000
Bonus: 975,950
Equity award: 8,044,535
Total compensation: 9,949,728

Other Compensation Details

Potential payments on change in control: 11,926,194

John K. Stipancich

EVP, General Counsel and Corporate Secretary

Equity Exposure

Shares owned outright: 30,722
Shares beneficially owned (SEC-defined): 108,965
Stock options: 61,213 exercisable; 26,120 unexercisable.
Restricted stock/RSUs: 24,455 unvested units.

FY2025 Compensation

Base salary: 865,000
Bonus: 1,133,150
Equity award: 7,434,034
Total compensation: 9,538,456

Other Compensation Details

Potential payments on change in control: 13,063,181

Board Members

Shellye L. Archambeau

Background

Former CEO of MetricStream, Inc. (2002-2018).
Previously CMO and EVP of Sales for Loudcloud, Inc., CMO of NorthPoint Communications, and President of Blockbuster, Inc.'s e-commerce division.
Held domestic and international executive positions during a 15-year career at IBM.

Position

Chair of Nominating and Governance Committee
Executive Committee member

Other Current Public Boards

Lineage, Inc.
Okta, Inc.
Verizon Communications, Inc.

Compensation and Equity Exposure

Shares owned outright: 7,857
Shares beneficially owned: 7,857
Total director compensation: 450,000

Amy Woods Brinkley

Background

Founder, owner and manager of AWB Consulting, LLC.
Former Chief Risk Officer for Bank of America (2002-2009).
Former President of Bank of America's Consumer Products division, EVP, and CMO.

Position

Independent Chair of the Board
Chair of Executive Committee
Compensation Committee member
Nominating and Governance Committee member

Other Current Public Boards

None

Compensation and Equity Exposure

Shares owned outright: 17,847
Shares beneficially owned: 18,184
Unvested restricted stock: 337 units
Total director compensation: 570,000

Irene M. Esteves

Background

Former EVP and CFO of Spirit AeroSystems Holdings, Inc. (2024-2025).
Former EVP and CFO of Time Warner Cable Inc. (2011-2013).
Previously served as EVP and CFO of XL Group plc and Regions Financial Corporation.

Position

Audit Committee member
Nominating and Governance Committee member

Other Current Public Boards

KKR Real Estate Finance Trust Inc.

Compensation and Equity Exposure

Shares owned outright: 3,438
Shares beneficially owned: 3,438
Total director compensation: 445,000

L. Neil Hunn

Background

President and CEO of Roper Technologies, Inc.
See executive profile.

Position

Director

Other Current Public Boards

Deere & Company

Compensation and Equity Exposure

Shares owned outright: 157,454
Shares beneficially owned: 531,591
See executive equity award exposure.

Robert D. Johnson

Background

Former CEO of Dubai Aerospace Enterprise Ltd. (2006-2008).
Former Chairman, President and CEO of Honeywell Aerospace (1999-2006).
Held management positions with AAR Corporation and GE Aviation.

Position

Compensation Committee member
Nominating and Governance Committee member

Other Current Public Boards

SIFCO Industries, Inc.

Compensation and Equity Exposure

Shares owned outright: 4,157
Shares beneficially owned: 4,157
Total director compensation: 445,000

Thomas P. Joyce, Jr.

Background

Former President and CEO of Danaher Corporation (2014-2020) and senior advisor (2020-2021).
Joined Danaher in 1989 and served in various leadership positions.

Position

Audit Committee member
Compensation Committee member

Other Current Public Boards

None

Compensation and Equity Exposure

Shares owned outright: 4,779
Shares beneficially owned: 4,838
Unvested restricted stock: 59 units
Total director compensation: 445,000

John F. Murphy

Background

Former EVP and CFO of Adobe Inc. (2018-2021) and SVP/CAO/Controller (2017-2018).
Former SVP/CAO/Controller of Qualcomm (2014-2017).
Former SVP/Controller/CAO of DIRECTV (2007-2014).

Position

Audit Committee member
Compensation Committee member

Other Current Public Boards

LegalZoom.com, Inc.
Pure Storage, Inc.

Compensation and Equity Exposure

Shares owned outright: 1,159
Shares beneficially owned: 1,496
Unvested restricted stock: 337 units
Total director compensation: 445,000

Laura G. Thatcher

Background

Retired in 2013 after 33 years of legal practice at Alston & Bird LLP, developing and leading the firm's executive compensation practice.
Co-authored the Compensation Committee Handbook.

Position

Chair of Compensation Committee
Executive Committee member

Other Current Public Boards

None

Compensation and Equity Exposure

Shares owned outright: 20,587
Shares beneficially owned: 20,924
Unvested restricted stock: 337 units
Total director compensation: 450,000

Richard F. Wallman

Background

Former CFO and SVP of Honeywell International Inc., and its predecessor AlliedSignal, Inc. (1995-2003).
Served in senior financial positions with IBM and Chrysler.

Position

Chair of Audit Committee
Executive Committee member

Other Current Public Boards

CECO Environmental Corp.

Compensation and Equity Exposure

Shares owned outright: 12,173
Shares beneficially owned: 12,574
Unvested restricted stock: 401 units
Total director compensation: 450,000

Other Details

Other Notable Items

The Board of Directors is opposing a shareholder proposal requesting a strategic review regarding a potential tax-free spin-off of the Application and Network Software segments into separate publicly traded companies.
In October 2025, the Board authorized the repurchase of up to $3.0B of common stock. Through February 20, 2026, the company repurchased approximately 4.84M shares for approximately $1.81B.