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DEF 14A 1 d245274ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to § 240.14a-12

ROPER TECHNOLOGIES, INC.

(Formerly Roper Industries, Inc.)

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒		No fee required


☐		Fee paid previously with preliminary materials


☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


6901 Professional Parkway		Telephone (941) 556-2601
Suite 200		Fax (941) 556-2670
Sarasota, Florida 34240

	Roper Technologies, Inc.

April 29, 2022

Dear Fellow Shareholders:

As your Board of Directors, we oversee Roper’s efforts to continually create long-term value for you by efficiently executing our strategy through prudent risk management, disciplined capital deployment, sound strategic thinking, operational rigor, performance-driven compensation programs, effective talent and succession planning, adherence to the highest ethical standards and levels of integrity, and continual review and refinement of the Board’s governance practices.

Our Strategy for Long-Term and Elite Value Creation for Shareholders

Over the past fifteen years, our shareholders earned a compound annual return of 17.1% and a total shareholder return of 969.0%, over two and a half times the total return of the S&P 500 of 356.8%. Over the past decade Roper has delivered an even better 19.6% compound annual return to shareholders.

Our long history of superior shareholder returns is the result of Roper’s simple, yet powerful strategy:

•

Cash Generation Through Operating Excellence: Our enterprise consists of niche, asset-light businesses with leading solutions and technologies that generate significant free cash flow, enabling future investments for sustainable and long-term growth. Operating excellence, underpinned by our strategic focus on intellectual capital, product development, go-to-market strategies, and a high degree of customer intimacy drives cash generation which, in 2021, resulted in another strong year of performance for adjusted operating cash flow and adjusted free cash flow, which increased 20% and 19%, respectively.

•

Disciplined Capital Deployment: We have a unique and disciplined capital deployment model that has guided the successful investment of billions of dollars into additional businesses becoming part of the Roper portfolio. Unlike many companies that use cash to pay large dividends and buy back shares, Roper deploys the vast majority of its available cash to acquire new businesses to fuel compounding cash flow growth and value creation for shareholders. In 2021, we focused on delivering on our commitment to reducing our debt as a result of our significant capital deployment in 2020. Unrelated, we also reached agreements to divest three of our businesses, CIVCO Radiotherapy, TransCore and Zetec. As a result, we entered 2022 poised to deploy substantial capital towards our acquisition strategy.

The Board’s Role in Roper’s Success

The Board contributes significantly to Roper’s strong performance. As directors, each of us commits to the extensive time obligation and rigorous workload required to serve on Roper’s Board, including participation in at least 15 days of Board meetings each year. We continually monitor the existing portfolio of Roper businesses, review capital deployment opportunities, and carefully examine the ways Roper can create additional value for shareholders. Between Board meetings, we continue our discussions with management and each other, enabling the Company to draw from our broad experiences and expertise.

Our direct involvement in and deep understanding of the Company allows us to address a multitude of issues, including acquisition selection, capital deployment, and succession planning, while sustaining Roper’s successful culture and business model.

Our Governance and Other Best Practices

Roper remains committed to strong corporate governance as demonstrated by the following practices:

•

Declassified Board. Our directors are elected annually.

•

Majority Voting for Directors. Our By-laws require the resignation of incumbent directors who fail to obtain a majority of votes cast in uncontested elections.

•

Proxy Access. Our By-laws permit a shareholder, or a group of up to 20 shareholders, that has owned at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials up to the greater of two directors or 20% of the number of our directors then in office.

•

Independent Chair of the Board. Amy Woods Brinkley became the Independent Chair of the Board on June 1, 2021.

•

Executive Compensation Alignment with Shareholders. Because our shareholder value creation is derived from the Roper executive team’s capital deployment strategy and ability to operate a broad portfolio of businesses, our executives must possess a unique set of skills. We continue to refine our executive compensation practices to maintain close alignment with shareholder interests.

•

Pay for Performance. Similar to prior years, in 2021, total direct compensation at target that was at risk and tied to stock price and performance objectives was 95% for the CEO, and 88% on average for our other named executive officers.

•

Diverse Board Membership. 44% of directors nominated for election are women and 22% are racially/ethnically diverse. In addition, 75% of committee chairs are women, as is our Independent Chair of the Board.

•

Clear Oversight of ESG and Human Capital Management. The Nominating and Governance Committee has oversight responsibility for matters related to Environmental, Social, and Governance (ESG) and Human Capital Management.

•

Shareholder Outreach Program. Roper’s senior management team regularly engages shareholders for feedback.

Inaugural ESG Report

In April 2022, we published our first comprehensive enterprise-wide ESG Report. In the report we provide an overview of the issues of importance to our stakeholders, disclose data regarding our performance in these areas, highlight some of the impactful activities already in place in our 43 businesses, and identify areas where we aspire to improve. Though we are at the beginning of our ESG journey, and recognize we have more work to do, we are confident in our ability to drive improvements and meet the ESG expectations of our stakeholders.

Open Communications With Our Shareholders

We value your continued support and input. Please continue to share your comments with us on any topic. Communications may be addressed to the directors in care of the Corporate Secretary, Roper Technologies, Inc., 6901 Professional Parkway, Suite 200, Sarasota, Florida 34240.

Sincerely,

The Board of Directors




Shellye L. Archambeau	Amy Woods Brinkley	Irene M. Esteves





Laura G. Thatcher	Richard F. Wallman	Christopher Wright

LOGO

NOTICE OF THE 2022 ANNUAL MEETING OF SHAREHOLDERS

2022 ANNUAL MEETING INFORMATION

For additional information about our Annual Meeting, see Annual Meeting and Voting Information on page 52.

Meeting Date:

June 15, 2022

Meeting Place:

DoubleTree by Hilton Hotel Chicago -

Magnificent Mile

300 E. Ohio St.

Chicago, Illinois 60611

Meeting Time:

9:00 a.m. (Central)

Record Date:

April 20, 2022

ANNUAL MEETING BUSINESS

Roper’s annual meeting of shareholders will be held June 15, 2022 to:

●

elect as directors the nine nominees named in the accompanying proxy statement;

●

approve, on an advisory basis, the compensation of our named executive officers;

●

ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2022; and

●

transact any other business that may be properly brought before the annual meeting.

PROXY MATERIALS

On or about April 29, 2022, we began distributing to each shareholder entitled to vote at the annual meeting either: (i) a Meeting Notice; or (ii) this proxy statement, a proxy card and our 2021 Annual Report to Shareholders and Form 10-K. The Meeting Notice contains instructions to electronically access our proxy statement and our 2021 Annual Report to Shareholders and Form 10-K, how to vote via the internet or by mail and how to receive a paper copy of our proxy materials by mail, if desired.


VOTING AT THE ANNUAL MEETING Your vote is important. Shareholders who are owners of record of Roper common shares at the close of business on April 20, 2022, the record date, or their legal proxy holders, are entitled to vote at the annual meeting. Whether or not you expect to attend the annual meeting, we urge you to vote as soon as possible by one of these methods:


Via the Internet: www.proxypush.com/ROP	Call Toll-Free: 1-866-829-5176	Mail Signed Proxy Card: Follow the instructions on your proxy card or voting instruction form
If you are a beneficial owner of shares held through a broker, bank or other holder of record, you must follow the voting instructions you receive from the holder of record to vote your shares. Shareholders may also vote at the annual meeting. For more information on how to vote your shares, please refer to Annual Meeting and Voting Information on page 52.

LOGO

John K. Stipancich

Executive Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on June 15, 2022

This Notice of the Annual Meeting of Shareholders, our Proxy Statement and our Annual Report to

Shareholders and Form 10-K are available free of charge at www.proxydocs.com/ROP.

TABLE OF CONTENTS



PROXY STATEMENT SUMMARY			i

PROPOSAL 1: ELECTION OF DIRECTORS			1

BOARD OF DIRECTORS			2

CORPORATE GOVERNANCE			8

ESG			11

BOARD COMMITTEES AND MEETINGS			13

DIRECTOR COMPENSATION			17

BENEFICIAL OWNERSHIP			19

DELINQUENT SECTION 16(A) REPORTS			20

COMPENSATION DISCUSSION AND ANALYSIS			21

Overview			21

Creating Shareholder Value			22

Overview of Our Compensation Program			26

Elements of Compensation			28

Compensation Process			30

Analysis of 2021 Compensation			34

Additional Information About Our Program			38

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			40

COMPENSATION COMMITTEE REPORT			40



EXECUTIVE COMPENSATION			41

2021 Summary Compensation Table			41

2021 Grants of Plan-Based Awards			42

2021 Outstanding Equity Awards at Fiscal Year End			43

2021 Option Exercises and Stock Vested			45

2021 Non-Qualified Deferred Compensation			45

Potential Payments upon Termination or Change in Control			45

Summary of Termination Payments and Benefits			46

CEO Pay Ratio			48

PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			49

AUDIT COMMITTEE REPORT			50

INDEPENDENT PUBLIC ACCOUNTANTS FEES			51

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022			51

ANNUAL MEETING AND VOTING INFORMATION			52

INFORMATION REGARDING THE 2023 ANNUAL MEETING OF SHAREHOLDERS			56

OTHER MATTERS			57

APPENDIX A—RECONCILIATIONS			58

PROXY STATEMENT SUMMARY

This summary highlights information about Roper Technologies, Inc. (the “Company”, “we”, “us” or “our”) and the upcoming 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). It does not contain all of the information you should consider. We recommend reading the complete proxy statement (the “Proxy Statement”) and our 2021 Annual Report to Shareholders (the “2021 Annual Report”), which includes our Annual Report on Form 10-K, before voting. The Proxy Statement and the enclosed proxy card are being mailed or otherwise made available to shareholders on or about April 29, 2022.

2022 ANNUAL MEETING OF SHAREHOLDERS

Date and Time:

Monday, June 15, 2022

9:00 a.m. local time

Record Date:

April 20, 2022

Place:

DoubleTree by Hilton Hotel Chicago - Magnificent Mile

300 E. Ohio St.

Chicago, Illinois 60611

VOTING MATTERS AND BOARD RECOMMENDATIONS


Proposals		Board Recommendation	Vote Required

1:	Election of nine directors for a one-year term	FOR EACH NOMINEE	Majority of votes cast

2:	Advisory vote to approve the compensation of our named executive officers	FOR	Majority of shares present in person or represented by proxy

3:	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022	FOR	Majority of shares present in person or represented by proxy

Roper Technologies, Inc. 2022 Proxy Statement

PROXY STATEMENT SUMMARY (CONTINUED)

2022 DIRECTOR NOMINEES

Shareholders are electing all nine director nominees who will serve for a one-year term expiring at the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”).

COMMITTEES

Name and Primary Occupation

Age

Director

Since

Independent

NGC

Shellye L. Archambeau

Former Chief Executive Officer,

MetricStream, Inc.

2018

🌑

Chair

🌑

Amy Woods Brinkley

Retired Chief Risk Officer, Bank of

America Corp.

2015

🌑

Chair

Irene M. Esteves

Former Executive Vice President,

Chief Financial Officer,

Time Warner Cable

2021

🌑

L. Neil Hunn

President and Chief Executive Officer,

Roper Technologies, Inc.

2018

Robert D. Johnson

Chairman, Spirit AeroSystems Holdings,

Inc.

2005

🌑

Thomas P. Joyce, Jr.

Retired President and Chief Executive

Officer, Danaher Corporation

2021

🌑

Laura G. Thatcher

Retired Head of Executive

Compensation Practice, Alston & Bird

LLP

2015

🌑

Chair

🌑

Richard F. Wallman

Retired Chief Financial Officer and

Senior Vice President, Honeywell

International Inc.

2007

🌑

Chair

🌑

Christopher Wright

Executive Chairman, Kestrel Partners and

Director, Merifin Capital

1991

🌑

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

CORPORATE GOVERNANCE

We strive to maintain effective corporate governance practices and policies, including:

Shareholder Outreach: We regularly engage our shareholders for feedback to learn their views on the Company’s strategy and performance, ESG program, as well as any other governance matters of concern.

One-Year Terms for Directors: All of our directors serve one-year terms.

Independent Directors: All of our directors except our CEO are independent, as is each member of the Audit, Compensation, Executive, and Nominating and Governance Committees.

Roper Technologies, Inc. 2022 Proxy Statement

PROXY STATEMENT SUMMARY (CONTINUED)

Independent Chair of the Board: Our Chair of the Board is independent.

Majority Voting Standards for Uncontested Director Elections: We require any incumbent director who fails to obtain a majority vote in uncontested elections to tender his or her resignation.

Proxy Access: In March 2016, we amended our By-laws to implement proxy access for eligible shareholders. Our proxy access provision permits a shareholder, or a group of up to 20 shareholders, that has owned at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials up to the greater of two directors or 20% of the number of our directors then in office, provided that the shareholders and the nominees satisfy the requirements set forth in the By-laws.

Shareholder Engagement: We highly value feedback from our shareholders. In addition to our traditional Investor Relations engagement efforts, since the beginning of 2020, we have had discussions with numerous shareholders on ESG topics including climate change and diversity and inclusion. These discussions have been extremely helpful in identifying issues of importance to our investors as we develop and evolve our ESG program. We also shared feedback received during these discussions with our Compensation Committee and Nominating and Governance Committee, informing their decision-making. We reached out to several of our largest shareholders that we believe voted against our 2021 Say-On-Pay proposal to better understand their concerns.

Anti-Hedging and Anti-Pledging Policy: We have both anti-hedging and anti-pledging policies.

Board Refreshment/Term Limits: The mandatory retirement age for directors joining the Board prior to 2020 is 80. Directors joining our Board after January 1, 2020 are required to retire upon the earlier of (i) the attainment of age 80, and (ii) the 15-year anniversary of the first annual meeting following the date the director joined the Board.

Roper Technologies, Inc. 2022 Proxy Statement

iii

PROXY STATEMENT SUMMARY (CONTINUED)

BOARD SNAPSHOT *

LOGO

*	Does not include John F. Fort, who is retiring at the Annual Meeting

Roper Technologies, Inc. 2022 Proxy Statement

PROXY STATEMENT SUMMARY (CONTINUED)

BUSINESS HIGHLIGHTS

We achieved another year of strong results in 2021 despite the continuing challenges of COVID-19:⁽¹⁾

•

Annual shareholder return of 14.7%

•

GAAP revenue increased 19% to $5.78 billion and organic revenue increased 9%

•

Adjusted EBITDA increased 22% to $2.21 billion and adjusted EBITDA margin improved 90 basis points to 38.2%

•

Adjusted operating cash flow increased 20% to $1.87 billion and adjusted free cash flow increased 19% to $1.80 billion

•

We made strategic adjustments to our portfolio of businesses, entering into agreements to divest our CIVCO Radiotherapy, TransCore and Zetec businesses pursuant to which we received $3.15 billion in pre-tax proceeds, of which $110 million was received in 2021 and $3.04 billion in early 2022

•

Net debt was reduced by $1.7 billion

•

Our annual dividend increased by 10%, increasing for the 29^th consecutive year

⁽¹⁾

This financial information is presented on a continuing operations basis and an adjusted (non-GAAP) basis. A reconciliation from non-GAAP financial measures to the most comparable GAAP measure and other related information is available in “Appendix A—Reconciliations.”

COMPENSATION HIGHLIGHTS

The creation of shareholder value is the foundation and driver of our executive compensation program. Aspects of our program that closely align the compensation of our executive officers with the long-term interests of our shareholders include the following:

Pay for Performance: Almost all of our executive officer compensation is tied to pre-set, objective performance criteria and long-term shareholder value creation. In 2021, total direct compensation at target that was at risk and tied to stock price and performance objectives was 95% for our CEO, and 88% on average for our other named executive officers.

Performance-Based Equity: All restricted stock awards to our executive officers are subject to satisfaction of performance criteria (no awards are solely time-based).

Double Trigger Vesting: “Double trigger” vesting of equity awards if a change in control occurs; no excise tax gross-ups for change-in-control payments.

Three Year Vesting for Equity Awards: Beginning in 2022, equity awards made to the other named executive officers vest only at the end of a three-year period, making such vesting consistent with CEO equity awards which have historically vested only at the end of a three-year period.

Stock Ownership Guidelines: Substantial share ownership and retention guidelines for our executive officers and non-employee directors.

Clawback Policy: We have a clawback policy to recoup erroneously paid cash and equity compensation.

Dividends Only on Shares Earned: Dividends on executive officers’ restricted shares are paid only if the shares are earned.

Annual Bonus Caps: We have caps on annual bonuses to avoid an excessive short-term focus and potentially adverse risk-taking.

Roper Technologies, Inc. 2022 Proxy Statement

PROXY STATEMENT SUMMARY (CONTINUED)

No Repricing: Repricing of stock options absent shareholder approval is prohibited.

Limited Benefits: No defined pension benefit plan, few perquisites, and limited severance agreements.

ESG HIGHLIGHTS

We are committed to conducting business in an ethically and socially responsible manner. We are in the early stages of our long-term, committed ESG journey and have taken the following steps to enhance our ESG program:

ESG Governance: In 2021 as a first step we appointed an ESG Officer to spearhead our efforts to enhance our ESG program. In addition, each of our businesses appointed an ESG Coordinator to assist in the development of the Roper ESG program. We also launched an enterprise-wide data collection effort that we plan to improve over time.

Inaugural ESG Report: In April 2022, we published our first comprehensive enterprise-wide ESG Report. In the report we provide an overview of the issues of importance to our stakeholders, disclose data regarding our performance in these areas, highlight some of the impactful activities already in place in our 43 businesses, and identify areas where we aspire to improve.

OneTen Coalition: In December 2020, Roper became a founding member of OneTen, a coalition of leading companies working together to upskill, hire and promote one million Black individuals without four-year degrees into family sustaining jobs with opportunities for advancement over the next ten years. Our CEO, Neil Hunn, serves on the coalition’s Board of Directors and Advisory Board. In our inaugural first year, eight of our businesses engaged with OneTen directly to refine hiring and promotion practices and to better calibrate compensation, onboarding and cultural practices to align with and support OneTen’s mission.

Roper Technologies, Inc. 2022 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Our Certificate of Incorporation provides that the Board of Directors of the Company (the “Board of Directors” or the “Board”) will consist of a number of members to be fixed, from time to time, by the Board of Directors, but not less than the minimum number required under Delaware law. The Board of Directors is currently comprised of ten directors who are elected on an annual basis.

With the exception of John F. Fort, who will retire at the Annual Meeting, our Board unanimously recommended each incumbent director for reelection at the 2022 Annual Meeting. If reelected, the director nominees will serve until the 2023 Annual Meeting and until their successors have been duly elected and qualified. Certain information about our director nominees is set forth under “Board of Directors.” This information includes the business experience, qualifications, attributes and skills that each individual brings to our Board. Mr. Fort, who has served as a director since 1995, is retiring effective at the Annual Meeting consistent with the retirement provisions of our Corporate Governance Guidelines. As a result, our Board size will be reduced from ten to nine members effective at the Annual Meeting.

Although not anticipated, if prior to the meeting a director nominee is unable to serve, the proxy will be voted for a substitute nominee selected by the Board of Directors or the Board may choose to reduce its size.

The Board of Directors recommends a vote “FOR” the election to the Board of Directors of each of the following director nominees:


Name	Age	Director Since	Independent	Primary Occupation

Shellye L. Archambeau	59	2018	Yes	Former Chief Executive Officer, MetricStream, Inc.

Amy Woods Brinkley	66	2015	Yes	Retired Chief Risk Officer, Bank of America Corp.

Irene M. Esteves	63	2021	Yes	Former Chief Financial Officer, Time Warner Cable Inc.

L. Neil Hunn	50	2018	No	President and Chief Executive Officer, Roper Technologies, Inc.

Robert D. Johnson	74	2005	Yes	Chairman, Spirit AeroSystems Holdings, Inc.

Thomas P. Joyce, Jr.	61	2021	Yes	Retired President and Chief Executive, Danaher Corporation

Laura G. Thatcher	66	2015	Yes	Retired Head of Executive Compensation Practice, Alston & Bird LLP

Richard F. Wallman	71	2007	Yes	Retired Chief Financial Officer and Senior Vice President, Honeywell International Inc.

Christopher Wright	64	1991	Yes	Executive Chairman, Kestrel Partners and Director, Merifin Capital

Roper Technologies, Inc. 2022 Proxy Statement

BOARD OF DIRECTORS

Nominee Information

for terms expiring at the 2023 Annual Meeting


	Shellye L. Archambeau Former Chief Executive Officer, MetricStream, Inc.	Director Since 2018 Independent Age 59
		Committees: · Nominating and Governance (Chair) · Executive Current Public Directorships: · Nordstrom Inc. · Okta, Inc. · Verizon Communications, Inc. Key Qualifications & Expertise: · Executive leadership and management experience · Software, technology and e-commerce · Cybersecurity experience · Developing and marketing emerging technology software applications and solutions · Innovation, digital media and communications · Building and scaling consumer and B2B businesses in the technology industry · Entrepreneurial perspective · Public company board experience
	Ms. Archambeau is the former Chief Executive Officer of MetricStream, Inc., a global provider of governance, risk, compliance and qualitymanagement solutions to organizations across diverse industries. She served
in this role from the time she joined MetricStream in 2002 until 2018. Prior to joining MetricStream, Ms. Archambeau served as Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., a provider of Internet infrastructure services; Chief Marketing Officer of NorthPoint Communications, a provider of local data network services; and President of Blockbuster, Inc.’s e-commerce division, where she launched the entertainment retailer’s first online presence. Before she joined Blockbuster, Ms. Archambeau held domestic and international executive positions during a 15-year career at IBM Corporation. Ms. Archambeau has served as director of Okta, Inc., a provider of identity management solutions, since 2018, Nordstrom, Inc., a leading fashion retailer, since 2015, and Verizon Communications, Inc., since 2013.

Roper Technologies, Inc. 2022 Proxy Statement

BOARD OF DIRECTORS (CONTINUED)


	Amy Woods Brinkley Founder, AWB Consulting, LLC	Director Since 2015 Independent Age 66
		Committees: · Compensation · Nominating and Governance · Executive Current Public Directorships: · TD Bank Group Key Qualifications & Expertise: · Executive leadership and management experience · Risk management, controls, corporate governance · Financial reporting rules and regulations and audit procedures · Broad-based knowledge of banking and financial services · Marketing and e-commerce · Mergers & Acquisitions · Corporate governance · Public company board experience · Talent and team development
	Ms. Brinkley is the founder, owner and manager of AWB Consulting, LLC, an executive advising and risk management consulting firm. Ms. Brinkley served as Chief Risk Officer for Bank of America Corporation from
2002 until her retirement in 2009, after more than 30 years with the company. Prior to 2002, she served as President of Bank of America’s Consumer Products division and was responsible for the credit card, mortgage, consumer finance, telephone, and e-commerce businesses. During her employment at Bank of America, Ms. Brinkley also held the positions of Executive Vice President and Chief Marketing Officer overseeing the company’s Olympic sponsorship and its national rebranding and name change. Ms. Brinkley has served as director of TD Bank Group, since 2010. Ms. Brinkley also serves as a director of TD Bank Group’s subsidiaries: TD Group US Holdings, LLC, TD Bank US Holding Company, TD Bank, NA, and TD Bank, USA. In addition, she served as a director of Carter’s Inc., a branded marketer in North America of apparel and related products exclusively for babies and young children, from 2010 to 2021. She also served as a Commissioner for Atrium Health, a non-profit hospital network from 2001 to 2019 and as a Trustee for the Princeton Theological Seminary from 2002 to 2019.


	Irene M. Esteves Former Chief Financial Officer, Time Warner Cable Inc.	Director Since 2021 Independent Age 63
		Committee: · Audit Current Public Directorships: · KKR Real Estate Finance Trust Inc. · Spirit AeroSystems Holdings Inc. Key Qualifications & Expertise: · Executive Leadership and management experience · Finance and accounting expertise · Multi-industry perspective · Global business experience · Mergers & Acquisitions · Risk management and controls · Public company board experience · Talent and team development
	Ms. Esteves most recently served as Chief Financial Officer of Time Warner Cable Inc. from July 2011 to May 2013. She previously served as Executive Vice
Financial Officer of XL Group plc and prior to that position, Ms. Esteves was Senior Vice President and Chief Financial Officer of Regions Financial Corporation. Ms. Esteves has served as a director of KKR Real Estate Finance Trust Inc. since 2018 and Spirit AeroSystems Holdings, Inc. since 2015. In the last five years, Ms. Esteves also served as director of Aramark, Level Three Communications, Inc., and R.R. Donnelly & Sons Company.

Roper Technologies, Inc. 2022 Proxy Statement

BOARD OF DIRECTORS (CONTINUED)


	L. Neil Hunn President and Chief Executive Officer, Roper Technologies, Inc.	Director Since 2018 Age 50 Key Qualifications & Expertise: · Executive leadership and management experience · Deep understanding of organization · Software and technology expertise · Strategic focus and planning · Global industry and operational experience · Mergers and acquisitions, capital markets · Management development and understanding of business challenges and opportunities · Healthcare experience · Provides key leadership and guidance for the Company’s growth

	Prior to being named President and Chief Executive Officer in August 2018, Mr. Hunn served as Executive Vice President and Chief Operating Officer from 2017
to 2018. Mr. Hunn also served as Group Vice President of Roper’s medical segment from 2011 to 2018 and helped drive significant growth in the Company’s medical technology and application software businesses. In addition to his operating responsibilities at Roper, Mr. Hunn led the execution of the majority of the company’s capital deployment since joining Roper. Prior to joining Roper, Mr. Hunn served 10 years as Executive Vice President and Chief Financial Officer at MedAssets, an Atlanta-based SaaS company, and as President of its revenue cycle technology businesses. He successfully led MedAssets’ initial public offering and the execution of several M&A transactions. Mr. Hunn also held roles at CMGI, an incubator of Internet businesses, and Parthenon Group, a strategy consulting firm.


	Robert D. Johnson Chairman, Spirit AeroSystems Holdings, Inc.	Director Since 2005 Independent Age 74
		Committees: · Compensation · Nominating and Governance Current Public Directorships: · Spirit AeroSystems Holdings, Inc. · Spirit Airlines, Inc. Key Qualifications & Expertise: · Executive leadership and management experience · Manufacturing, supply chain, engineering and production · Mergers and acquisitions · Global business, industry, and operations experience · Extensive business acumen · Public company board experience, including governance and executive compensation expertise · Talent and team development
	Mr. Johnson was Chief Executive Officer of Dubai Aerospace Enterprise Ltd., a global aerospace engineering and services company, from August 2006 to December 2008. Mr. Johnson also served as
Chairman of Honeywell Aerospace, a leading global supplier of aircraft engines, equipment, systems and services, from January 2005 to January 2006, and as its President and Chief Executive Officer from 1999 to 2005. Mr. Johnson similarly served as President and Chief Executive Officer for Honeywell Aerospace’s predecessor, AlliedSignal, an aerospace, automotive and engineering company. He also held management positions with AAR Corporation, a provider of aviation and expeditionary services to the global commercial, government and defense aviation industries, and GE Aviation, an aircraft engine supplier. Mr. Johnson has served as Chairman of the Board for Spirit AeroSystems Holdings, Inc., a global leader in aerostructures design and manufacturing, since 2006 and as a director of Spirit Airlines, Inc., since 2010.

Roper Technologies, Inc. 2022 Proxy Statement

BOARD OF DIRECTORS (CONTINUED)


	Thomas P. Joyce, Jr. Retired President and Chief Executive, Danaher Corporation	Director Since 2021 Independent Age 61
		Committee: · Audit Key Qualifications & Expertise: · Executive Leadership and management experience · Multi-industry perspective · Mergers and acquisitions · Finance and accounting expertise · Global business, industry, manufacturing and operations experience · Business strategy expertise · Risk management and controls · Management development and understanding of global challenges and opportunities
	Mr. Joyce served as Danaher Corporation’s President and Chief Executive Officer from September 2014 to September 2020. He also served as a senior advisor to
Danaher from September 2020 to February 2021. Mr. Joyce joined Danaher in 1989 and served in leadership positions in a variety of different functions and businesses before his promotion to President and Chief Executive Officer. Mr. Joyce also served as a director of Danaher from 2014 to 2020.


	Laura G. Thatcher Retired Head of Executive Compensation Practice, Alston & Bird LLP	Director Since 2015 Independent Age 66 Committees: · Compensation (Chair) · Executive Key Qualifications & Expertise: · Executive compensation expertise · Organizational development · Senior leadership and management experience · Corporate governance · Mergers and acquisitions · Talent and team development

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

Roper Technologies, Inc. 2022 Proxy Statement

BOARD OF DIRECTORS (CONTINUED)

Richard F. Wallman

Retired Chief Financial Officer and Senior Vice President, Honeywell International Inc.

Director Since 2007

Independent

Age 71

Committees:

· Audit (Chair)

· Executive

Current Public Directorships:

· CECO Environmental Corp.

· Charles River Laboratories International, Inc.

· SmileDirectClub, Inc.

Key Qualifications & Expertise:

· Executive leadership and management experience

John F. Fort III

L. Neil Hunn

Robert D. Johnson

Thomas P. Joyce, Jr.

SEC Form DEF 14A filed by Roper Technologies Inc.