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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  x                             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))

 

x	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 the appropriate box):

 

x		No fee required
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
¨		Fee paid previously with preliminary materials
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
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6901 Professional Parkway E.				Telephone (941) 556-2601
Suite 200				Fax (941) 556-2670
Sarasota, FL 34240
		Roper Technologies, Inc.

April 29, 2015

Dear Fellow Shareholders,

As the members of the Board of Directors, we would like to give you some perspective on Roper Technologies. As your Board, we oversee Roper’s efforts to consistently create long-term value through the efficient execution of our strategy, sound risk management, 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.

History of Outstanding Value Creation for Shareholders

Over the past decade, Roper’s shareholders have enjoyed a compound annual return of 18.5%, compared to 7.7% for the S&P 500. Over the past five years, Roper has delivered an even better 25.2% compound annual return to shareholders.

This long history of superior shareholder returns is the result of Roper’s simple yet powerful strategy: Focus on niche, asset-light businesses with leading technologies that create significant free cash flow, enabling future investments for sustainable growth.

Evolution to Roper Technologies

At Roper, our strategic focus on intellectual capital, channel expansion and a high degree of customer intimacy has driven sustained growth. We have a unique and disciplined capital deployment model that has guided the successful investment of billions of dollars in new businesses.

Based on the types of businesses being acquired and Roper’s increased technology focus, we approved a name change to Roper Technologies Inc., which better describes the Company and its future opportunities.

The Board’s Role in Roper’s Success

The Board contributes significantly to the Company’s strong performance. Each director commits to the rigor and extensive time commitment required to serve on the Board, including participation in at least 15 days of board meetings each year. We monitor the existing portfolio of Roper businesses and carefully examine with management the different ways Roper can invest for future growth. Between Board meetings, we continue our discussions with management and each other, enabling the Company to draw from our experiences and expertise.

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

New Nominees to the Board

Consistent with our principles on board refreshment and diversity of perspectives, Amy Woods Brinkley and Laura G. Thatcher are new director nominees for election at our 2015 Annual Meeting of Shareholders. Ms. Brinkley brings extensive executive experience in risk management and finance, and Ms. Thatcher has extensive experience and knowledge in corporate governance, executive compensation, mergers and acquisitions and tax law. Each of these nominees have committed to the time requirements (15 or more days each year). We look forward to working with Ms. Brinkley and Ms. Thatcher as they bring their experience to the Board.

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Enhanced Governance Practices

We have enhanced our governance practices in the following ways:

 

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Declassified Board. Upon the Board’s unanimous recommendation and shareholder approval, we declassified the Board in 2013, with the phase-in of annual elections for all directors being completed next year.

 

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Majority voting standard for uncontested director elections. Our By-laws include a resignation requirement for directors who fail to receive a majority vote in uncontested elections.

 

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Shareholder outreach. Roper’s senior management team regularly engages our largest shareholders for feedback.

 

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Executive compensation is a key element in driving performance at Roper. Because much of our shareholder value creation is derived from the Roper executive team’s capital deployment strategy, our executives must have a unique set of skills. We continue to refine our executive compensation practices (as described in more detail in our “Compensation Discussion and Analysis”), to maintain close alignment with the interests of our shareholders.

 

•

Enhanced Proxy Statement disclosure. We have strived to present the information in our Proxy Statement in a clear and easy-to-read manner, and we believe that last year’s redesign of our Proxy Statement improved its readability. We have continued to receive positive feedback that we have incorporated in the evolution of our Proxy Statement.

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

 

Sincerely,

The Board of Directors

 

David W. Devonshire		John F. Fort III		Brian D. Jellison		Robert D. Johnson
Robert E. Knowling, Jr.		Wilbur J. Prezzano		Richard F. Wallman		Christopher Wright

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NOTICE OF 2015 ANNUAL MEETING OF SHAREHOLDERS

 

Date and Time

Friday, May 29, 2015, at 11:30 a.m. local time

 

Place

6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240

 

Agenda

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Proposal 1: Election of seven directors.

 

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Proposal 2: To consider, on a non-binding advisory basis, a resolution approving the compensation of our named executive officers.

 

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Proposal 3: To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for the year ending December 31, 2015.

 

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Proposal 4: To consider a shareholder proposal; if properly presented at the Annual Meeting.

 

We will also transact any other business properly brought before the Annual Meeting.

 

Record Date

Only shareholders of record at the close of business on March 31, 2015 will be entitled to vote at the Annual Meeting or any adjourned meeting, and these shareholders will be entitled to vote whether or not they have transferred any of their shares of our common stock since that date.

 

Voting Recommendations

The Company recommends that you vote:

 

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“FOR” all of the director nominees

 

•

“FOR” the approval of the compensation to our named executive officers

 

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“FOR” the appointment of PricewaterhouseCoopers

 

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“AGAINST” the shareholder proposal

 

Proxy Voting

Your vote is important regardless of the number of shares of stock you own. Whether or not you plan to attend the Annual Meeting in person, please promptly vote by telephone, via the internet, or by mail. Instructions for each of these methods and the control number that you will need are provided on the proxy card.

 

April 29, 2015				By Order of the Board of Directors
				David B. Liner Vice President, General Counsel and Secretary

 

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PROXY STATEMENT SUMMARY

 

 

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PROXY STATEMENT SUMMARY (CONTINUED)

 

 

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PROXY STATEMENT SUMMARY (CONTINUED)

 

 

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ANNUAL MEETING AND VOTING INFORMATION

The Board of Directors of Roper Technologies, Inc. (the “Company” or “we, “us” or “our” in this Proxy Statement) is soliciting the enclosed proxy for use at the 2015 Annual Meeting of Shareholders. This Proxy Statement and the enclosed proxy card are being mailed or otherwise made available to shareholders on or about April 29, 2015.

We are concurrently mailing to shareholders a copy of our 2014 Annual Report, which includes our Form 10-K for the year ended December 31, 2014. Our Form 10-K and its exhibits are available on the internet at www.sec.gov. The Annual Report and Form 10-K are not part of these proxy soliciting materials.

This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

 

 

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ANNUAL MEETING AND VOTING INFORMATION (CONTINUED)

 

 

 

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ANNUAL MEETING AND VOTING INFORMATION (CONTINUED)

 

 

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ANNUAL MEETING AND VOTING INFORMATION (CONTINUED)

 

 

 

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PROPOSAL 1: ELECTION OF DIRECTORS

Our Certificate of Incorporation provides that the Board of Directors shall consist of such number of members as may be fixed, from time to time, by the Board of Directors, but not less than the minimum number required under Delaware law. Our Board of Directors increased the number of directors from eight to ten, effective as of the date of the Annual Meeting. We continue with the declassification of our Board, which our shareholders approved at the 2013 Annual Meeting, upon our Board’s unanimous recommendation. The phasing-in of declassification commenced last year and will be completed next year. This year shareholders are electing seven directors who will serve for a one-year term.

The terms of office for five incumbent directors, Robert Johnson, Robert Knowling, Wilbur Prezzano, Richard Wallman and Christopher Wright, expire at this Annual Meeting. As a result of our processes that focus on Board refreshment and after considering the recommendation of the Nominating and Governance Committee, our Board of Directors has nominated five incumbent directors for re-election and two new nominees, Amy Woods Brinkley and Laura G. Thatcher, to stand for election as directors for one-year terms expiring at the 2016 Annual Meeting of Shareholders or when their respective successors are elected and qualified. Certain information about the director nominees and the directors whose terms are continuing is set forth below under “Board of Directors.” This information includes the business experience, qualifications, attributes and skills that each individual brings to our Board.

Each of Ms. Brinkley and Ms. Thatcher was identified and recommended as a potential director candidate by another member of our Board, and each candidate met with the Nominating and Governance Committee as well as with other members of our Board prior to being recommended by the Nominating and Governance Committee. Ms. Brinkley and Ms. Thatcher will provide the Board with a broad perspective on issues that affect our Company. Ms. Brinkley brings extensive experience in risk management and finance, and Ms. Thatcher has extensive knowledge in corporate governance, executive compensation, mergers and acquisitions, and tax law. Information regarding each of our director nominees is set forth below under the heading “Board of Directors.”

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

 

 

Name		Age		Director Since		Independent		Occupation
Amy Woods Brinkley		59				Yes		Founder, AWB Consulting, LLC
Robert D. Johnson		67		2005		Yes		Former CEO, Dubai Aerospace Enterprise Ltd.
Robert E. Knowling		59		2008		Yes		Chairman, Eagles Landing Partners
Wilbur J. Prezzano		74		1997		Yes		Former Vice-Chairman, Eastman Kodak Company
Laura G. Thatcher		59				Yes		Retired Head of Executive Compensation Practice, Alston & Bird LLP
Richard F. Wallman		64		2007		Yes		Former CFO and SVP, Honeywell International Inc.
Christopher Wright		57		1991		Yes		Chairman, EMAlternatives LLC

 

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BOARD OF DIRECTORS

Nominee Information

for terms expiring at the 2016 Annual Meeting

 

		Amy Woods Brinkley New Nominee Independent Age: 59

Professional Experience

Ms. Brinkley is the founder, owner and manager of AWB Consulting, LLC, which provides executive advising and risk management consulting services. Ms. Brinkley retired from Bank of America Corporation in 2009 after more than 30 years with the company. Ms. Brinkley served as its Chief Risk Officer from 2002 to 2009. Prior to 2002, she served as President of the company’s Consumer Products division and was responsible for the credit card, mortgage, consumer finance, telephone, and eCommerce businesses. During her employment at Bank of America Corporation, 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.

Other Boards and Appointments

Ms. Brinkley is currently a director of TD Bank Group, Carter’s, Inc., and the Bank of America Charitable Foundation. She also serves as a trustee for the Princeton Theological Seminary and on the board of commissioners for the Carolinas Healthcare System.

Director Qualifications

Ms. Brinkley’s background offers the Board vast experience in risk management and a broad-based knowledge of banking, financial services, and brand marketing.

 

		Robert D. Johnson Director since 2005 Independent Age: 67   Committees: Compensation

Professional Experience

Mr. Johnson was Chief Executive Officer of Dubai Aerospace Enterprise Ltd., a global aviation corporation, from August 2006 to December 2008. Mr. Johnson served as Chairman of Honeywell Aerospace, the aviation segment of Honeywell International Inc., from January 2005 to January 2006, and as its President and Chief Executive Officer from 1999 to 2005. Mr. Johnson worked at Honeywell’s predecessor, AlliedSignal, rising to the position of President and Chief Executive Officer of AlliedSignal Aerospace. Mr. Johnson has held management positions with AAR Corporation and GE Aircraft Engines.

 

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BOARD OF DIRECTORS (CONTINUED)

 

Other Boards and Appointments

Mr. Johnson currently serves as the Chairman of the Board of Spirit AeroSystems, Inc., and as a director of Spirit Airlines, Inc. He previously served as a director of Ariba, Inc. from 2005 to 2012 and Beechcraft Corp during 2013.

Director Qualifications

Mr. Johnson brings valuable knowledge in marketing, sales and production from his diverse career experiences. His management leadership skills and his general business knowledge provide our Board with guidance in compensation and management issues.

 

		Robert E. Knowling, Jr. Director since 2008 Independent Age: 59   Committees: Compensation (Chair) Executive

Professional Experience

Mr. Knowling is the Chairman of Eagles Landing Partners, a strategic management consulting company. From June 2005 to May 2009, Mr. Knowling served as Chief Executive Officer and director of Telwares, a leading provider of telecommunication spend management solutions. Mr. Knowling has served as the CEO of the NYC Leadership Academy, and in various executive capacities with SimDesk Technologies, Inc. and Covad Communications Company.

Other Boards and Appointments

Mr. Knowling currently serves as a director of Heidrick & Struggles International and The Bartech Group. He previously served as a director of Aprimo, Inc. from 2008 to 2011 and as Lead Director of Ariba, Inc. from 2000 to 2012.

Director Qualifications

Mr. Knowling brings a unique perspective to our Board based on his involvement in telecommunications and high-growth technology companies. He also has significant operational and management skills, and insight with respect to technology matters. His experience as a director of several other public companies enables him to provide guidance on corporate governance and executive compensation issues.

 

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BOARD OF DIRECTORS (CONTINUED)

 

 

		Wilbur J. Prezzano Director since 1997 Lead Independent Director Age: 74   Committees: Compensation Nominating and Governance

Professional Experience

Mr. Prezzano retired in January 1997 from Eastman Kodak Company, a supplier of imaging material and services, as its board Vice-Chairman and as Chairman and President of its greater China region businesses. During his 32-year career with Eastman Kodak Company, Mr. Prezzano served in various executive capacities and also served as a director from 1992 to 1997.

Other Boards and Appointments

Mr. Prezzano currently serves as the Board Chair of Snyder’s-Lance, Inc., and as a director of TD Bank Financial Group and TD Ameritrade Holding Corporation, and formerly served as a director of EnPro Industries, Inc.

Director Qualifications

Mr. Prezzano has a strong background in management and experience in other international operations. Through his service on the boards of directors of several other companies in diverse industries, Mr. Prezzano provides our Board with a broad-based understanding important to the Company’s growth and operations.

 

		Laura G. Thatcher New Nominee Independent Age: 59

Professional Experience

Ms. Thatcher retired in December 2013 from 33 years of legal practice at Alston & Bird LLP, where she developed and headed the firm’s executive compensation practice for 18 years.

Other Boards and Appointments

From 1994 to 2007, Ms. Thatcher served as a director and Chair of the Compensation Committee of Batson–Cook Company, a southeast regional commercial construction and real estate development company. From 2008 to 2014, Ms. Thatcher served on the Board of Directors of The Atlanta Legal Aid Society, Inc., a non-profit organization addressing the civil legal needs of Atlanta’s lower income, elderly and disabled residents. Ms. Thatcher is a Past Chair of the Advisory Board of the Certified Equity Professional Institute (CEPI) of Santa Clara University.

Director Qualifications

Ms. Thatcher’s strong legal background in corporate, securities, compensation, mergers and acquisitions, and tax law, and her experience in advising a diverse array of public companies in these areas, offer the Board a broad-based as well as technical perspective in matters of corporate governance, executive compensation, and business acquisitions.

 

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BOARD OF DIRECTORS (CONTINUED)

 

 

		Richard F. Wallman Director since 2007 Independent Age: 64   Committees: Nominating and Governance (Chair) Executive

Professional Experience

Mr. Wallman served as the Chief Financial Officer and Senior Vice President of Honeywell International Inc., a diversified industrial technology and manufacturing company, and its predecessor AlliedSignal, from March 1995 to July 2003. Mr. Wallman has also served in senior financial positions with IBM and Chrysler Corporation.

Other Boards and Appointments

Mr. Wallman currently serves as a director of Convergys Corporation, Extended Stay America, Inc., Tornier N.V., and Charles River Laboratories International, Inc. and has formerly served as a director of Ariba, Inc., from 2002 to 2012 and Dana Holding Corp. from 2010 to 2013.

Director Qualifications

Mr. Wallman’s extensive leadership and financial background brings to our Board a significant understanding of the financial issues and risks that affect the Company. Mr. Wallman also serves on the boards of other diverse publicly held companies, which gives him a multi-industry perspective and exposure to developments and issues that impact the management and operations of a global business.

 

		Christopher Wright Director since 1991 Independent Age: 57   Committees: Audit Nominating and Governance

Professional Experience

Mr. Wright is the Chairman of EMAlternatives LLC, a Washington, DC based private equity asset management firm focused on emerging markets, and a director of Merifin Capital Group, a private European investment firm. Until mid-2003 he served as Head of Global Private Equity for Dresdner Kleinwort Capital and was a Group Board Member of Dresdner Kleinwort Benson overseeing alternative assets in developed and emerging markets. He acted as Chairman of various investment funds prior to and following the latter’s integration with Allianz A.G., and as Global Head of Private Equity at Standard Bank Group from 2006 to 2007.

Other Boards and Appointments

Mr. Wright currently serves as a director of Yatra Capital Ltd (EuroNext), and sits on the advisory boards of various investment funds. Mr. Wright is a Foundation Fellow of Corpus Christi College, Oxford.

 

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BOARD OF DIRECTORS (CONTINUED)

 

Director Qualifications

Mr. Wright offers a global perspective to our Board gained from his extensive international, private equity and banking experience. He is able to provide a valuable historical perspective on the development of the Company. He also provides our Board with knowledge of current financial issues and risks affecting international business operations, especially in Europe and across emerging markets.

Continuing Directors

whose terms expire at the 2016 Annual Meeting

 

		David W. Devonshire Director since 2002 Lead Independent Director through December 2014 Age: 69   Committees: Audit (Chair) Executive

Professional Experience

Mr. Devonshire served as an Executive Vice President and Chief Financial Officer of Motorola, Inc., a telecommunications company, from April 2002 until his retirement in December 2007. Prior to Motorola, Mr. Devonshire served as Executive Vice President and Chief Financial Officer of Ingersoll-Rand Company, a global diversified industrial company, and as Senior Vice President and Chief Financial Officer of Owens Corning, an innovator of glass fiber technology.

Other Boards and Appointments

Mr. Devonshire currently serves as a director of Meritor, Inc. (and served as its Lead Director from January 2013 through January 2015) and as a director of Career Education Corporation (and served as its Non-Executive Chairman from May 2013 to June 2014). He is the principal financial advisor to Harrison Street Capital, a private investment company, and also serves on the Advisory Board of CFO Magazine. Mr. Devonshire previously served as a director of Arbitron Inc. from 2007 to 2013 and on the Advisory Board of L.E.K Consulting.

Director Qualifications

Mr. Devonshire’s strong background in finance and accounting and his substantial experience as chief financial officer of diverse companies provide our Board with in-depth financial expertise and insight in the analysis and evaluation of financial statements, financial reporting, internal controls and strategy. He also brings to our Board knowledge related to IT, Strategic Planning, and mergers and acquisitions.

 

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BOARD OF DIRECTORS (CONTINUED)

 

 

		John F. Fort, III Director since 1995 Independent Age: 73   Committees: Audit Nominating and Governance

Professional Experience

Mr. Fort has been self-employed since 1993. Mr. Fort served as Chairman and Chief Executive Officer of Tyco International Ltd., a provider of diversified industrial products and services, from 1982 until his retirement from the company in January 1993, and served as an advisor to Tyco’s Board of Directors from March 2003 to March 2004.

Other Boards and Appointments

Mr. Fort served as a trustee of the Brown Foundation, a charitable organization primarily focused on advancing education and the arts in Texas, from 2000 to 2009.

Director Qualifications

Mr. Fort’s leadership experience as the CEO of a diversified industrial company and in-depth knowledge of the Company gives our Board perspective on important issues, including business strategy and acquisitions.

 

		Brian D. Jellison Chairman since 2003 President and Chief Executive Officer since 2001 Age: 69   Committees: Executive

Professional Experience

Mr. Jellison is our President and CEO. He previously served as Corporate Executive Vice President of Ingersoll-Rand, a global diversified industrial company from January 1998 to July 2001. During his 26-year career with Ingersoll-Rand, Mr. Jellison served in a variety of senior level positions and assumed the principal responsibility for completing and integrating a variety of public and private new business acquisitions.

Director Qualifications

Mr. Jellison’s active involvement in Roper’s operations provides our Board with specific knowledge of the business and its challenges and prospects. As the Chairman of the Board, his deep understanding of the organization and its strategic focus has provided key leadership and guidance for the Company’s growth.

 

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CORPORATE GOVERNANCE

 

 

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CORPORATE GOVERNANCE (CONTINUED)

 

 

 

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BOARD COMMITTEES AND MEETINGS

 

 

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BOARD COMMITTEES AND MEETINGS (CONTINUED)

 

 

Set forth below are the current committee memberships.

 

Director		Audit Committee		Compensation Committee		Nominating and Governance Committee		Executive Committee
David W. Devonshire		C							X
John F. Fort III		X				X
Robert E. Knowling				C					X
Brian D. Jellison									C
Robert D. Johnson				X
Wilbur J. Prezzano				X		X
Richard F. Wallman						C			X
Christopher Wright		X				X

 

 

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BOARD COMMITTEES AND MEETINGS (CONTINUED)

 

 

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BOARD COMMITTEES AND MEETINGS (CONTINUED)

 

 

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DIRECTOR COMPENSATION

Compensation for our non-employee directors is governed by our Director Compensation Plan, which is a sub-plan of the Company’s 2006 Incentive Plan. The Director Compensation Plan provides for an annual grant of 4,000 restricted stock units (“RSUs”), which are issued the day after our Annual Meeting of Shareholders. Unless the non-employee director has made a timely deferral election as provided in the Plan, each RSU represents the right to receive one share of our common stock on the vesting date and the right to receive a dividend equivalent in the same amount and at the same time as any dividend or other cash distribution is paid on a share of our common stock. RSUs do not have voting rights. One half of the RSUs granted vest six months after the grant date and the remaining RSUs vest the day before the next Annual Meeting. During 2014, each non-employee director received a grant of 4,000 RSUs on May 22, 2014.

Under our Director Compensation Plan, each non-employee director also receives an annual cash retainer and fees for board and committee meetings as shown in the table below. The cash retainer and the number of RSUs granted will be prorated for any new director based on the number of full months such director serves as a non-employee director during the year.

 

Annual Cash Retainer
Annual Cash Retainer		$	42,500
Supplemental Annual Cash Retainers
Chair of Audit Committee		$	5,000
Chair of Compensation Committee		$	5,000
Chair of Nominating and Governance Committee		$	5,000
Board Meeting Compensation(1)
In-Person Attendance		$	2,000
Telephonic Attendance		$	1,000
Committee Meeting Compensation(2)
In-Person Attendance		$	1,000
Telephonic Attendance		$	500

 

(1)	An extended board meeting over multiple days is treated as a single board meeting for payment purposes.

 

(2)	Directors attending a board and a committee meeting on the same day will only receive a fee for the board meeting.

We also reimburse our directors for reasonable travel expenses incurred in connection with attendance at board, committee and shareholder meetings and other Company business.

Mr. Jellison is an employee of the Company and did not receive any compensation for his service as a director. His compensation is set forth in the “Executive Compensation” section below.

 

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DIRECTOR COMPENSATION (CONTINUED)

 

The table below shows the compensation of our non-employee directors for 2014.

2014 Director Compensation

 

Name		Fees Earned or Paid in Cash ($)					Stock Awards ($)(1)(2)(3)					All Other Compensation ($)					Total ($)
David W. Devonshire				64,500					562,760					-					627,260
John F. Fort III				58,000					562,760					-					620,760
Robert D. Johnson				61,500					562,760					-					624,260
Robert E. Knowling, Jr				56,500					562,760					-					619,260
Wilbur J. Prezzano				56,500					562,760					-					619,260
Richard F. Wallman				58,500					562,760					-					621,260
Christopher Wright				59,500					562,760					-					622,260

 

(1)	The dollar values shown represent the grant date fair values for RSUs granted to these directors during 2014, calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 stock compensation.

 

(2)	As of December 31, 2014, each non-employee director had 2,000 unvested RSUs outstanding.

 

(3)	There were no stock option awards outstanding at December 31, 2014 for our non-employee directors.

Our shareholder ownership and retention guidelines for non-employee directors requires them to own 4,000 shares of our common stock. Until the share ownership guidelines are met, non-employee directors are required to retain 100% of any shares they receive (on a net after tax basis) under our Director Compensation Plan. All of our directors are in compliance with the ownership and retention guidelines. The ownership requirement equated to approximately 15 times the annual cash retainer for directors, based on the closing price of our common stock on December 31, 2014 ($156.35 per share).

 

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EXECUTIVE OFFICERS

The following table sets forth certain information concerning our current executive officers. The executive officers are elected by the Board of Directors and serve at its discretion.

 

Brian D. Jellison		Professional Experience
Chairman since 2003 President and CEO since 2001		Mr. Jellison’s professional experience is discussed under “Board of Directors” above.
Chairman since 2003 Age: 69
John Humphrey		Professional Experience
Executive Vice President since 2011 Chief Financial Officer since 2006 Vice President from 2006 to 2011 Age: 49		Prior to joining Roper, Mr. Humphrey served as Vice President and Chief Financial Officer of Honeywell Aerospace, the aviation segment of Honeywell International Inc., after serving in several financial positions with Honeywell International and its predecessor AlliedSignal. Mr. Humphrey’s earlier career included 6 years with Detroit Diesel Corporation, a manufacturer of heavy-duty engines, in a variety of engineering and manufacturing management positions.
David B. Liner		Professional Experience
Vice President since 2005 General Counsel since 2005 Secretary since 2005 Age: 59		Prior to joining Roper, Mr. Liner served four years in the corporate finance group of the law firm of Dykema Gossett, PLLC, heading up both the firm’s automotive industry and China teams, and four years as Vice President and General Counsel of MascoTech, Inc., a diversified industrial products company primarily serving the global transportation industry. Mr. Liner’s earlier career included 17 years as a member of the legal department of Masco Corporation, a manufacturer of products for the home improvement and new home construction markets.
Paul J. Soni		Professional Experience
Vice President since 2006 Controller since 2002 Age: 56		Prior to joining Roper, Mr. Soni served four years as Corporate Controller of Oxford Industries, Inc., a clothing company, and four years as Controller of the International Division of Savannah Foods & Industries, Inc., a producer, marketer, and distributor of food products, with responsibilities in the U.S. and Latin America. Mr. Soni’s earlier career included eight years with Price Waterhouse LLP, a professional services firm, in the U.S. and Europe, performing audit and transaction support services.

 

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BENEFICIAL OWNERSHIP

Beneficial ownership is determined in accordance with the SEC rules. Under the rules, the number of shares beneficially owned by a person and the percentage of ownership held by that person includes shares of common stock that could be acquired upon exercise of an option within sixty days, although such shares are not deemed exercised and outstanding for computing percentage ownership of any other person. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

The following table shows the beneficial ownership of Roper common stock as of March 31, 2015 by (i) each of our directors and director nominees, (ii) each named executive officer in the “2014 Summary Compensation Table,” (iii) all of our current directors and executive officers as a group, and (iv) all persons who we know are the beneficial owners of five percent or more of Roper common stock. Except as noted below, the address of each person in the table is c/o Roper Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, FL 34240.

 

Name of Beneficial Owner		Beneficial Ownership     of Common  Stock(1)(2)				Percent of Class
T. Rowe Price Associates, Inc 100 East Pratt Street, Baltimore, Maryland 21202			15,094,126	(3)			15.0	%
The Vanguard Group, Inc 100 Vanguard Blvd., Malvern, Pennsylvania 19355			8,167,411	(4)			8.2	%
Blackrock, Inc. 55 East 52nd Street, New York, New York 10022			5,621,289	(5)			5.5	%
Amy Woods Brinkley			10				*	*
David W. Devonshire			13,000				*	*
John F. Fort III			15,150	(6)			*	*
Brian D. Jellison			1,757,984				1.7	%
Robert D. Johnson			10,500				*	*
Robert E. Knowling, Jr.			10,038				*	*
Wilbur J. Prezzano			24,000				*	*
Laura G. Thatcher			-				*	*
Richard F. Wallman			35,965				*	*
Christopher Wright			77,784				*	*
John Humphrey			290,142				*	*
David B. Liner			144,115				*	*
Paul J. Soni			124,610	(7)			*	*
All current directors and executive officers as a group (11 individuals)			2,503,288				2.5	%

**	Less than 1%.

 

(1)

Includes shares that may be acquired on or before May 30, 2015 upon exercise of stock options issued under Company plans as follows: Mr. Jellison (548,084), Mr. Humphrey (161,916), Mr. Liner (84,000), Mr. Soni (72,000) and all 11 current directors and executive officers as a group (866,000). Holders do not have voting or investment power over unexercised option shares.

 

(2)

Includes the following shares of unvested restricted stock held by named executives officers over which they have sole voting power but no investment power: Mr. Jellison (300,000), Mr. Humphrey (60,000), Mr. Liner (12,000) and Mr. Soni (12,000). Also includes 2,000 shares that will be acquired on May 28, 2015 upon the vesting of unvested restricted stock units for each of our non-employee directors: Messrs. Devonshire, Fort, Johnson, Knowling, Prezzano, Wallman and Wright. The total for all current executive officers and directors as a group is 398,000.

 

(3)	Based on information reported on Schedule 13G filed with the SEC on February 10, 2015, as of December 31, 2014, T. Rowe Price Associates, Inc. may be deemed to be the beneficial owner of such securities, with sole voting power over 4,012,947 shares and sole dispositive power over all of the shares.

 

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BENEFICIAL OWNERSHIP (CONTINUED)

 

 

(4)

Based on information reported on Schedule 13G filed with the SEC on February 10, 2015, as of December 31, 2014, The Vanguard Group, Inc. beneficially owned 8,167,411 shares of Roper common stock, with sole voting power over 175,279 shares, sole dispositive power over 8,005,269 shares and shared dispositive power over 162,142 shares. Certain of these shares are beneficially owned by subsidiaries that serve as investment manager of collective trust accounts or as investment manager of investment offerings.

 

(5)

Based on information reported on Schedule 13G filed with the SEC on February 6, 2015, as of December 31, 2014, BlackRock, Inc. (and certain subsidiaries as a group) beneficially owned 5,621,289 shares of Roper common stock with the sole voting power over 4,784,738 and sole dispositive power over all of the shares.

 

(6)	Includes 250 shares held by a trust of which Mr. Fort is a trustee.

 

(7)

Mr. Soni and his spouse each participate in a 401(k) plan with a unitized stock fund that consists of cash and common stock in amounts that vary from time to time. Based on a conversion factor representing the units in the fund as of March 31, 2015, the shares in the table include 2,780 shares in Mr. Soni’s account and 940 shares in his spouse’s account.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Roper’s directors, officers and persons who own more than 10% of Roper common stock to file with the SEC initial reports of ownership and reports of changes in ownership. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish Roper with copies of all Section 16(a) forms they file.

We believe that during 2014 all of our directors and executive officers complied with all Section 16(a) filing requirements, with the exception of one late Form 5 filed April 2, 2015 due to an administrative oversight in reporting a gift transaction of 1,500 shares for Mr. Fort. In making this statement, we have relied upon examination of the copies of Forms 3, 4 and 5, and amendments to these forms, provided to us and the written representations of our directors and executive officers.

 

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information about our compensation objectives and policies for our Chief Executive Officer and other executive officers (who are included in the 2014 Summary Compensation Table and referred to in this CD&A as “executive officers”) that will place in perspective the information set forth in the “Executive Compensation” section that follows in this proxy statement.

EXECUTIVE SUMMARY

Superior Returns for Roper Investors

Roper is proud of its long track record of superior returns for its investors. Roper has significantly outperformed the S&P 500 over the past three, five, and 10 years.

 

Period		Compound Annual Shareholder Return				Total Shareholder Return (TSR)
		Roper		S&P 500		Roper		S&P 500
3 Years		22.3%		20.4%		83.0%		74.6%
5 Years		25.2%		15.5%		207.3%		105.1%
10 Years		18.5%		7.7%		445.2%		109.5%

Financial Performance

Performance for 2014 was outstanding across the enterprise with record revenue, income, cash flow, and margins:

 

Revenue increased 10% from $3.2 billion in 2013 to $3.5 billion in 2014.		Gross Margin increased from 58.1% in 2013 to 59.2% in 2014.
Operating Margin increased from 26.0% in 2013 to 28.2% in 2014.		Diluted Earnings Per Share (DEPS) increased 19% from $5.37 in 2013 to $6.40 in 2014.

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

Other 2014 achievements include:

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

Checklist of Compensation Practices

Consistent with investor interests and market best practices, positive features of our executive compensation program include the following:

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

CREATING SHAREHOLDER VALUE

Simple Strategy Focused on Value Creation

Roper has a simple and successful business model that we believe is unique among multi-industry diversified companies. We operate high-margin, high-cash generating, asset-light businesses across a wide range of diverse end-markets. Our high-performing businesses generate excess free cash flow that our executive team deploys to acquire more high-performing businesses. This creates a “compounding effect” on cash flow that drives long-term value creation. Our free cash flow has increased from $153 million in 2004 to $803 million in 2014, driven by this combination of outstanding business performance and value-creating capital deployment.

Roper Annual Free Cash Flow (millions)

 

 

Note: Free Cash Flow = Cash from Operations less Capital Expenditures

Key Metric: Cash Return on Investment

Cash Return on Investment (“CRI”) is a key operating metric Roper uses to measure the performance and value of its operating businesses and potential acquisitions, and to focus our business leaders and corporate executive leadership on cash flow growth and disciplined investment.

 

•

CRI is highly correlated to value creation and we believe our strategy of improving CRI has been a key driver to our long term performance.

 

•

Our CRI discipline, as applied throughout the organization, allows us to focus our investment on areas that will increase shareholder value, drive cash flow growth, and minimize physical assets.

 

•

Through a combination of internal improvements and disciplined capital deployment, Roper has increased CRI dramatically since 2004, and our shareholders have enjoyed a total shareholder return of 445% during that period.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

Acquisition-Focused Capital Deployment

Roper deploys most of its free cash flow in acquisitions to generate long-term growth and create long-term shareholder value. Unlike most other large corporations, Roper does not have a separate corporate development or merger-and-acquisition team, with our Chief Executive Officer, Chief Financial Officer, and other top executives responsible for the disciplined deployment of capital through acquisitions.

Market Capitalization Growth (2004-2014)

Over the last five years, Roper’s market capitalization has more than tripled, climbing by more than $10 billion, including $7 billion over the last three years alone.

 

OBJECTIVES OF OUR COMPENSATION PROGRAM

Our compensation program for executives reflects our business needs and challenges in creating shareholder value and is designed to:

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

ELEMENTS OF COMPENSATION

Our executive compensation program consists of several elements, each with an objective that fits into our overall program to provide an integrated and competitive total pay package.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

Other Pay Elements

As Roper has largely avoided perquisites, supplemental pensions, and other compensation not tied to performance, the other items summarized below represent only a small portion of executives’ total compensation.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

Mix of Total Compensation

Compensation for our executive officers encourages a long-term focus and closely aligns with shareholder interests.

 

•

95% of CEO total direct compensation for 2014 was at risk and tied to stock price and multi-year performance objectives.

2014 Total Direct Compensation Mix

 

COMPENSATION PROCESS

Compensation Committee Oversight

The Compensation Committee oversees our executive compensation programs to appropriately compensate executives, to motivate executives to achieve our business objectives, and to align our executives’ interests with long-term interests of our shareholders. It reviews each element of compensation for each executive officer and determines any adjustments to compensation structure and levels in light of various considerations including:

 

•

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

 

•

Our financial results against prior periods.

 

•

The structure of our compensation programs relative to sound risk management, as discussed with management.

 

•

The results of the advisory shareholder vote on the compensation of our executive officers and input from investors.

 

•

Competitive pressures from private equity and capital deployment companies, as well as market practices and external developments generally.

The Compensation Committee has maintained a simple program that drives long-term performance and superior value creation for shareholders and believes it has enabled Roper to attract, retain, and motivate a world-class management team.

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

Consulting Assistance

For 2014, the Compensation Committee retained Frederic W. Cook & Co., Inc. (the “Consultant”) to provide the Committee with independent, objective analysis and professional opinions on executive compensation.

 

•

The Consultant is independent, reports directly to the Chair of the Compensation Committee and has never performed other work for the Company. The Committee determined that its engagement of the Consultant did not raise any conflicts of interest.

 

•

The Consultant generally attends all meetings of the Compensation Committee where evaluations of the effectiveness of overall executive compensation programs are conducted or where compensation for executive officers is analyzed or approved.

 

•

The Consultant assists in gathering and analyzing market data on compensation levels, and provides expert knowledge of marketplace trends and best practices relating to competitive pay levels as well as developments in regulatory and technical matters.

Role of Our Executive Officers

While the Compensation Committee is ultimately responsible for making all compensation decisions affecting our executive officers, our Chief Executive Officer participates in the process because of his close day-to-day association with the other executive officers and his knowledge of the Company’s diverse business operations.

 

•

Our Chief Executive Officer periodically discusses with the Compensation Committee the performance of the Company and of each executive officer, including himself.

 

•

The Chief Executive Officer makes recommendations on the components of compensation for the executive officers, other than himself, and does not participate in the portion of the Committee meeting regarding the review of his own performance or the determination of the actual amounts of his compensation.

The other executive officers provide support to the Committee, as needed, in regard to their respective technical areas. Our Chief Financial Officer also assists the Compensation Committee as an information resource in regard to metrics related to incentive compensation.

Market Benchmarking

Market pay levels and practices, including those of a self-selected peer group, are one of many factors the Compensation Committee considers in making compensation decisions.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

2014 Peer Group

 

•

Changes were made to our self-selected peer group for 2014 to reflect our continued strong growth and sustained value creation, our expansion into medical, software, and technology-driven businesses, and market valuation relative to revenues and gross investment. In light of the transformation of our business portfolio, Standard & Poor’s changed our GICS assignment. The peer companies are listed below along with various size indicators. Danaher, the largest company and the only industrial conglomerate in the group, is included as many of our investors have told us they see Danaher as our closest peer.

 

Company		Ticker				Enterprise Value(1) ($ millions)				Market Capitalization(1) ($ millions)				Revenue(2) ($ millions)				Net Income (2) ($ millions)				Global Industry Classification Standard (GICS) Sub-Industry
Danaher			DHR			$	59,308			$	60,228			$	19,914			$	2,598			Industrial Conglomerates
salesforce.com			CRM			$	38,849			$	37,425			$	5,374			($	263	)		Application Software
Adobe Systems			ADBE			$	34,033			$	36,258			$	4,256			$	306			Application Software
Intuit			INTU			$	25,233			$	26,323			$	4,582			$	805			Application Software
Citrix Systems			CTXS			$	10,808			$	10,270			$	3,143			$	252			Application Software
Autodesk			ADSK			$	12,511			$	13,665			$	2,512			$	82			Application Software
Nuance Communications			NUAN			$	6,149			$	4,605			$	1,927			($	145	)		Application Software
Solera Holdings			SLH			$	5,261			$	3,492			$	1,093			$	45			Application Software
American Capital			ACAS			$	4,858			$	3,940			$	471			$	434			Asset Management and Custody Banks
Becton Dickinson			BDX			$	28,134			$	26,911			$	8,468			$	1,150			Healthcare Equipment
Boston Scientific			BSX			$	21,575			$	17,576			$	7,308			($	119	)		Healthcare Equipment
Agilent Technologies			A			$	13,465			$	13,728			$	6,999			$	381			Life Sciences Tools and Services
PerkinElmer			PKI			$	5,596			$	4,940			$	2,237			$	158			Life Sciences Tools and Services
Median						$	13,465			$	13,728			$	4,256			$	252
Roper			ROP			$	17,465			$	15,660			$	3,549			$	646			Industrial Conglomerates

 

Source:

S&P Capital IQ

(1)	As of 12/31/14

(2)	Last four quarters available as of 12/31/14

Relative Performance Comparisons Caveat

Long-Term Measurement Period Needed

Comparing other companies’ performance to Roper’s can generate misleading or distorted results due to our consistently strong performance, our business transformation and GICS change, and short term stock price movements. As a result, we believe a long-term performance period most accurately portrays relative performance for Roper

 

•

Over shorter periods, performance comparisons can be skewed by the easier performance baselines of peer companies that, unlike Roper, have experienced periods of historical underperformance and benefit from a “bounce back” from a lower starting point.

Significant Weight on Starting Point

Roper’s strong stock price gains at the end of 2011 and beginning of 2015 illustrate how misleading it can be to rely on short-term performance comparisons over a fixed period. In the fourth quarter of 2011, Roper’s share price increased 26%. During the first quarter of 2015, Roper’s share price increased 10%. Neither period of outperformance is captured in Roper’s one-, two- or three-year return, ending 12/31/14. Looking only at December-end results to calculate shorter-term returns distorts Roper’s longer-term relative performance.

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

CEO Compensation

The Compensation Committee considers many factors in determining the compensation of Roper’s Chief Executive Officer, Brian Jellison, and believes his compensation is reasonable, appropriate, and aligned with shareholders’ best interests.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

Equity Grants

The Compensation Committee grants awards of performance-based restricted stock and stock options to executive officers under the Company’s 2006 Incentive Plan at the first regularly scheduled meeting each year. The exercise price for stock options is the closing price of Roper common stock on the date of grant. From time to time the Compensation Committee may grant additional awards in connection with promotions or increased responsibilities; however, no such awards were made to executive officers in 2014.

Equity Award Determination

Historically, the size of equity awards has been generally expressed as a constant number of shares, which fluctuates in value from year to year with changes in the stock price. We believe this approach strengthens the alignment with shareholders, provides additional incentive for increasing the value of our shares, exposes the executive to the risks of share ownership, and assists in attracting and retaining talented executives. Consistent with this “constant share” approach to equity award denomination, changes in total compensation for our executive officers align with our total shareholder return. The total compensation of our Chief Executive Officer, for example, has increased by 52% from 2011 to 2014 compared to a cumulative return to shareholders of 83% over the same period.

The Compensation Committee reviewed the application of the share-based approach to ensure that it does not unduly reward executive officers for past performance and retained the approach for the 2015 equity awards which were slightly lower in value than the 2014 awards for executive officers, other than the CEO’s whose award value was only slightly higher than the prior year. The Committee will continue to closely monitor the grant size methodology to ensure it is consistent with our overall executive compensation philosophy and program.

ANALYSIS OF 2014 COMPENSATION

This section discusses the compensation actions that were taken in 2014 for our executive officers, as reported in the “Executive Compensation” section below.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

 

 

Adjusted net earnings is net earnings increased or reduced to eliminate the effects of extraordinary items, accounting and tax law changes, discontinued operations, restructuring of debt obligations, asset dispositions, asset write-downs or impairment charges, acquisition-related expenses, litigation expenses and settlements, reorganization and restructuring programs, and non-recurring or special items (as discussed in management’s discussion and analysis in the Company’s 10-K for that year).

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

 

ADDITIONAL INFORMATION ABOUT OUR PROGRAM

Other arrangements and considerations that are important to a shareholder’s understanding of our overall executive compensation program are described below.

Share Ownership and Retention Guidelines

We believe our executives should have a significant equity interest in the Company. To promote equity ownership and further align the interests of our executives with our shareholders, we adopted share retention and ownership guidelines for our executive officers. The stock ownership requirements vary based upon the executive’s level and are expressed as a number of shares, as shown below. All our executive officers hold shares substantially above these guidelines.

 

Position		Guideline Number of Shares				Market Value at Year-End Close*				Salary				Guideline Multiple of Salary
CEO			100,000			$	15,635,000			$	1,225,000				12.8x
Average Other Executive Officers			18,333			$	2,866,000			$	542,000				5.3x

*	Based on closing market price of our Common Stock on December 31, 2014 of $156.35

Until the stock ownership guidelines are met, an executive is required to retain 100% of any applicable shares received (on a net after tax basis) under our equity compensation program.

 

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COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

 

 

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COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by:

Robert E. Knowling, Jr., Chairman

Robert D. Johnson

Wilbur J. Prezzano

 

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EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to compensation paid to our principal executive officer, our principal financial officer, and our other executive officers for the fiscal year ended December 31, 2014. In this section, we refer to the individuals in the 2014 Summary Compensation Table as our “named executive officers.”

2014 Summary Compensation Table

 

Name and Principal Position		Year				Salary(1) ($)				Bonus ($)				Stock Awards(2) ($)				Option Awards(2) ($)				Non-Equity Incentive Plan Compensation(1)(3) ($)				Change in Pension Value & Nonqualified Deferred Compensation Earnings(4) ($)				All Other Compensation(5) ($)				Total Compensation ($)
Brian D. Jellison			2014				1,225,000				-				21,129,000				-				-				-				335,220				22,689,220
Chairman of the Board, President and Chief Executive Officer			2013				1,200,000				-				17,283,000				-				2,551,500				-				334,296				21,368,796
			2012				1,150,000				-				14,043,000				-				2,587,500				-				305,205				18,085,705
John Humphrey			2014				767,000				-				4,225,800				1,086,312				1,150,500				-				183,258				7,412,870
Executive Vice President and Chief Financial Officer			2013				750,000				-				3,456,600				1,088,235				1,063,125				-				170,972				6,528,932
			2012				725,000				-				2,808,600				893,100				1,087,500				-				168,169				5,682,369
David B. Liner			2014				450,000				-				845,160				434,525				450,000				-				99,426				2,279,111
Vice President, General Counsel and Secretary			2013 2012				440,000 430,000				-   -				691,320 561,720				435,294 357,240				415,800 430,000				-   -				96,642 99,022				2,079,056 1,877,982
Paul J. Soni			2014				410,000				-				845,160				434,525				328,000				-				89,031				2,106,716
Vice President and Corporate Controller			2013 2012				400,000 385,000				-   -				691,320 561,720				435,294 357,240				302,400 308,000				-   -				86,646 88,829				1,915,660 1,700,789

 

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

 

(2)

The dollar values shown represent the grant date fair values for restricted stock and option awards calculated in accordance with ASC Topic 718. The assumptions used in determining the grant date fair values of these option awards are set forth in Note 11 to our consolidated financial statements for 2014, which are included in our Annual Report on Form 10-K for the fiscal year ended 2014, filed with the SEC. The named executive officers have no assurance that these amounts will be realized. The change in value of stock awards is due solely to the increase in share price as the same number of shares were granted each year. The restricted stock awards are subject to both time-based and performance-based vesting criteria. The performance-based criteria for awards granted in 2014 are described in the CD&A under “Analysis of 2014 Compensation—Long-Term Stock Incentives,” and the vesting schedule for awards granted in 2014 is set forth in the notes to the 2014 Outstanding Equity Awards at Fiscal Year End Table below.

 

(3)	The amounts in this column reflect payments made pursuant to our cash incentive bonus program, which is described above in the CD&A under “Analysis of 2014 Compensation—Annual Cash Incentive and “Analysis of 2014 Compensation—CEO Long-Term Cash Incentive.”

 

(4)	The Non-Qualified Retirement Plan does not provide for “above-market” or preferential earnings as defined in applicable SEC rules.

 

(5)	Amounts reported in the “All Other Compensation” column for 2014 include the following items. In respect of any of these items that constitute perquisites, the value shown is the Company’s incremental cost.

 

 

(a)

Reflects contributions to the Non-Qualified Retirement Plan and Employee’s Retirement Savings 003 Plan.

 

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EXECUTIVE COMPENSATION (CONTINUED)

 

2014 Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended December 31, 2014 to the named executive officers.

 

						Estimated Future Payout Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)				All Other Option Awards: # of Securities Underlying Options(3)				Exercise / Base Price of Option Awards ($/Sh)				Grant Date Fair Value(4) ($)
Name		Grant Date				Threshold ($)				Target ($)				Maximum ($)				Target (#)
Brian D. Jellison			1/16/2014																150,000												21,129,000
							964,688				2,756,250				2,756,250
John Humphrey			1/16/2014																30,000												4,225,800
			1/16/2014																				30,000				140.86				1,086,312
							402,675				1,150,500				1,150,500
David B. Liner			1/16/2014																6,000												845,160
			1/16/2014																				12,000				140.86				434,525
							157,500				450,000				450,000
Paul J. Soni			1/16/2014																6,000												845,160
			1/16/2014																				12,000				140.86				434,525
							114,800				328,000				328,000

 

(1)	For an explanation of the material terms, refer to the CD&A section above captioned “Analysis of 2014 Compensation—Annual Cash Incentive.” Amounts paid under this program for 2014 are set forth in the 2014 Summary Compensation Table.

 

(2)

The performance restricted shares vest ratably in November 2014, 2015 and 2016, subject to the performance criteria described in the CD&A under “Analysis of 2014 Compensation—Long-Term Stock Incentives” and “Analysis of 2014 Compensation—CEO Long-Term Cash Incentive.” Dividends are paid on unvested restricted shares. For 2015 and future awards, dividends will be paid only if the shares are earned by performance.

 

(3)	The stock options vest ratably on January 16, 2015, 2016, and 2017, and expire on the tenth anniversary of the grant. The exercise price of the stock options is 100% of the fair market value of our common stock on the date of grant.

 

(4)	The dollar values reflect the grant date fair value of the awards as calculated in accordance with ASC Topic 718.

 

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EXECUTIVE COMPENSATION (CONTINUED)

 

2014 Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information with respect to outstanding equity awards at December 31, 2014 for the named executive officers.

 

Name		Option Awards																Stock Awards
		# of  Securities Underlying Unexercised Options Exercisable				# of Securities Underlying Unexercised Options Unexercisable				Option Exercise Price ($)				Option Expiration Date				# of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested				Equity Incentive Plan Awards: Market  or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1)
Brian D. Jellison			108,084								52.1900				02/16/17
			440,000								55.2200				02/18/18
																							150,000	(5)(8)			23,452,500
John Humphrey			1,916								52.1900				02/16/17
			40,000								55.2200				02/18/18
			60,000								73.5600				01/20/21
			20,000				10,000	(2)			93.6200				01/18/22
			10,000				20,000	(3)			115.2200				01/17/23
							30,000	(4)			140.8600				01/16/24
																							30,000	(6)(8)			4,690,500
David B. Liner			12,000								52.1900				02/16/17
			12,000								55.2200				02/18/18
			12,000								41.9500				02/12/19
			12,000								51.1100				01/22/20
			12,000								73.5600				01/20/21
			8,000				4,000	(2)			93.6200				01/18/22
			4,000				8,000	(3)			115.2200				01/17/23
							12,000	(4)			140.8600				01/16/24
																							6,000	(7)(8)			938,100
Paul J. Soni			12,000								52.1900				02/16/17
			12,000								55.2200				02/18/18
			12,000								41.9500				02/12/19
			12,000								51.1100				01/22/20
			12,000								73.5600				01/20/21
			8,000				4,000	(2)			93.6200				01/18/22
			4,000				8,000	(3)			115.2200				01/17/23
							12,000	(4)			140.8600				01/16/24
																							6,000	(7)(8)			938,100

 

(1)	Calculated by multiplying $156.35, the closing market price of our common stock on December 31, 2014, by the number of restricted shares that have not vested.

 

(2)	These stock options were granted on January 18, 2012 with unexercisable shares vesting in January 2015.

 

(3)	These stock options were granted on January 17, 2013 with unexercisable shares vesting ratably in January of 2015 and 2016.

 

(4)	These stock options were granted on January 16, 2014 with unexercisable shares vesting ratably in January of 2015, 2016 and 2017.

 

(5)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to applicable Company performance conditions, as follows:

 

(I)

50,000 shares remaining from 150,000 shares granted January 17, 2013 and vesting in November 2015; and

 

(II)

100,000 shares remaining from 150,000 shares granted January 16, 2014 and vesting ratably in November 2015 and 2016;

 

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EXECUTIVE COMPENSATION (CONTINUED)

 

 

(6)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to applicable Company performance conditions, as follows:

 

(I)

10,000 shares remaining from 30,000 shares granted January 17, 2013 and vesting in November 2015;

 

(II)

20,000 shares remaining from 30,000 shares granted January 16, 2014 and vesting ratably in November 2015 and 2016.

 

(7)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to applicable Company performance conditions, as follows:

 

(I)

2,000 shares remaining from 6,000 shares granted January 17, 2013 and vesting in November 2015; and

 

(II)

4,000 shares remaining from 6,000 shares granted January 16, 2014 and vesting ratably in November 2015 and 2016.

 

(8)	For restricted stock granted in January 2012, 2013 and 2014, the vesting only occurs if the Compensation Committee certifies the Company’s attainment of related performance goals.

2014 Option Exercises and Stock Vested

 

Name		Option Awards								Stock Awards
		# of Shares Acquired on Exercise				Value Realized Upon Exercise ($)				# of Shares Acquired on Vesting				Value Realized on Vesting ($)
Brian D. Jellison			110,000				12,310,486				200,000				31,256,000
John Humphrey			58,084				5,251,181				40,000				6,194,000
David B. Liner			-				-				6,000				937,680
Paul J. Soni			6,144				704,732				6,000				937,680

Pension Benefits

None of our named executive officers participate in a Company-sponsored defined-benefit pension plan.

2014 Non-Qualified Deferred Compensation

Pursuant to the Company’s Non-Qualified Retirement Plan, named executive officers may defer base salary and payments earned under the annual incentive bonus plan. Deferral elections are made by eligible executives before the beginning of each year for amounts to be earned in the following year. The executive may invest such amounts in funds that are substantially similar to those available under the 401(k) Plan.

The following table sets forth certain information with respect to the Non-Qualified Retirement Plan for our named executive officers during the fiscal year ended December 31, 2014.

 

Name		Executive Contributions in Last FY(1) ($)				Registrant Contributions in Last FY(2) ($)				Aggregate Earnings in Last FY(3) ($)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last FYE ($)
Brian D. Jellison			226,590				263,738				242				298,302				337,438
John Humphrey			1,608,762				120,657				45,668				-				2,844,461
David B. Liner			51,948				45,435				23,869				-				785,129
Paul J. Soni			59,144				33,930				25,115				-				466,169

 

(1)	Amounts reflect participant deferrals under the Non-Qualified Retirement Plan during the fiscal year and all of these amounts are included in the Summary Compensation Table above in the “Salary” or “Non-Equity Incentive Plan Compensation” column as applicable.

 

(2)	The amounts are included in the Summary Compensation Table in the “All Other Compensation” column.

 

(3)	No portion of these earnings was included in the Summary Compensation Table because the Non-Qualified Retirement Plan does not provide for “above-market” or preferential earnings as defined in applicable SEC rules.

 

42						Roper Technologies, Inc. 2015 Proxy Statement

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EXECUTIVE COMPENSATION (CONTINUED)

 

Potential Payments upon Termination or Change in Control

The employment agreement with Mr. Jellison and offer letters with Messrs. Humphrey and Liner provide for certain benefits in the event of the termination of the officer’s employment under certain conditions. The amount of the benefits varies depending on the reason for termination, as explained below. In no event will excise tax gross-ups be paid in regard to a termination of employment related to a change in control.

Employment Agreement with Mr. Jellison

Termination for Cause; Resignation Without Good Reason. If Mr. Jellison was terminated for cause or if he was to resign without good reason (as such terms are defined in his agreement), he would receive the salary and vested benefits that had accrued through the date of termination, plus a pro-rata portion of his annual bonus earned through the date of termination, assuming the Company achieved the level of performance for which a bonus would be paid for that year. No special severance benefits would be payable.

Termination Due to Death or Disability. If Mr. Jellison was to die or terminate employment due to disability, he (or his estate) would receive salary and vested benefits accrued through the date of termination, plus a pro-rata portion of his annual bonus earned through the date of termination, assuming the Company achieved the level of performance for which a bonus would be paid for that year. No special severance benefits would be payable.

Termination Without Cause; Resignation for Good Reason. If Mr. Jellison was terminated without cause or resigned for good reason, either before a change of control of the Company occurs or more than one year after a change of control, he would receive a severance payment, in addition to accrued salary, earned and unpaid bonus from the prior fiscal year and vested benefits, of two times his annual base salary. He would also receive a pro-rated target bonus for the year and continuation of health and welfare benefits for a period of two years. Any stock option that would have vested during the one-year period following termination would also become immediately exercisable.

In Connection with a Change of Control. If Mr. Jellison was terminated without cause or resigned for good reason within one year following a change of control of the Company, then in addition to accrued salary, prorated bonus and vested benefits, he would be entitled to:

 

•

a severance payment equal to two times the sum of (i) his then current base salary and (ii) the greater of the average of his last two years’ annual bonuses or his target bonus for the year of termination,

 

•

accelerated vesting of all of his outstanding equity awards, and

 

•

continuation of health and welfare benefits for a period of two years.

Restrictive Covenants. Mr. Jellison has also agreed not to compete with the Company for a period of one year after his termination of employment for any reason.

Offer Letters to Messrs. Humphrey and Liner

Mr. Humphrey. Pursuant to an offer letter dated April 24, 2006, as amended December 30, 2008, if Mr. Humphrey’s employment is terminated without cause, he would be entitled to receive one year of medical benefit coverage and a severance payment equal to his then-current annual base salary.

Mr. Liner. Pursuant to an offer letter dated July 21, 2005, as amended December 30, 2008, if Mr. Liner’s employment is terminated without cause, he would be entitled to receive one year of medical benefit coverage and a severance payment equal to the sum of his then-current annual base salary and annual bonus earned with respect to the last year before the termination occurred.

Summary of Termination Payments and Benefits

The following tables summarize the value of the termination payments and benefits that each of our named executive officers would receive if he had terminated employment on December 31, 2014 under the circumstances shown. Scenarios for termination due to involuntarily for cause, voluntary resignation, and retirement have not been included because, in those circumstances, no severance or other additional payments

 

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EXECUTIVE COMPENSATION (CONTINUED)

 

will be made to named executive officers. Scenarios for termination due to death or disability have not been included because they do not discriminate in scope, terms or operation in favor of named executive officers compared to the benefits offered to all salaried employees.

BRIAN D. JELLISON

 

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Cash payments		$	2,450,000			$	2,450,000			$	2,450,000
Accelerated Equity Awards(2)(3)
2013 Restricted Stock Grant			-				-				7,817,500
2014 Restricted Stock Grant			-				-				15,635,000
Continued Medical Benefits			26,544				26,544				26,544
Total		$	2,476,544			$	2,476,544			$	25,929,044

JOHN HUMPHREY

 

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Cash payments		$	-			$	767,000			$	767,000
Accelerated Equity Awards(2)(3)
2012 Stock Option Grant			-				-				627,300
2013 Stock Option Grant			-				-				822,600
2014 Stock Option Grant			-				-				464,700
2013 Restricted Stock Grants			-				-				1,563,500
2014 Restricted Stock Grants			-				-				3,127,000
Continued Medical Benefits			-				18,528				18,528
Total		$	-			$	785,528			$	7,390,628

 

44						Roper Technologies, Inc. 2015 Proxy Statement

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EXECUTIVE COMPENSATION (CONTINUED)

 

DAVID B. LINER

 

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Cash payments		$	-			$	900,000			$	900,000
Accelerated Equity Awards(2)(3)
2012 Stock Option Grant			-				-				250,920
2013 Stock Option Grant			-				-				329,040
2014 Stock Option Grant			-				-				185,880
2013 Restricted Stock Grant			-				-				312,700
2014 Restricted Stock Grant			-				-				625,400
Continued Medical Benefits			-				13,272				13,272
Total		$	-			$	913,272			$	2,617,212

PAUL J. SONI

 

		Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Cash payments		$	-			$	-			$	-
Accelerated Equity Awards(2)(3)
2012 Stock Option Grant			-				-				250,920
2013 Stock Option Grant			-				-				329,040
2014 Stock Option Grant			-				-				185,880
2013 Restricted Stock Grant			-				-				312,700
2014 Restricted Stock Grant			-				-				625,400
Continued Medical Benefits			-				-				-
Total		$	-			$	-			$	1,703,940

 

(1)	Assumes employment is terminated involuntarily without cause, or also with respect to Mr. Jellison, he resigns for good reason.

 

(2)	Based on $156.35 closing price as of December 31, 2014.

 

(3)

Under the terms of our 2006 Incentive Plan, if within two years after a change of control, employment is terminated by the employee for good reason or by the acquirer without cause, or if the acquirer does not assume the awards upon a change in control, (i) outstanding stock options become fully exercisable, (ii) time-based vesting restrictions on outstanding restricted stock awards lapse, and (iii) the target payout opportunities on outstanding performance-based restricted stock awards shall be deemed to have been fully earned (subject to the conditions provided in the 2006 Incentive Plan).

 

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PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF

THE COMPANY’S NAMED EXECUTIVE OFFICERS

We are seeking your advisory vote approving the compensation of our named executive officers as disclosed in this Proxy Statement. We believe that our executive compensation programs are structured in the best manner possible to support our business objectives, evidenced by the superior returns we have delivered to our shareholders. Over the past 10 years, our total return to shareholders was 18.5% compounded annually, compared to 7.7% annually for the S&P 500. Over the past five years, our return was 25.2% annually, compared to 15.5% for the S&P 500.

Our executive compensation programs are designed to provide competitive total compensation that is tied to the achievement of Company performance objectives and to attract, motivate and retain individuals who will build long-term value for our shareholders. See the “Proxy Statement Summary” and “Compensation Discussion and Analysis” above for key characteristics of our executive compensation programs.

We are seeking shareholder approval of the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this Proxy Statement is hereby APPROVED.

The vote on this proposal is advisory and non-binding; however, the Compensation Committee and our Board will review the results of the vote and consider them when making future determinations regarding our executive compensation programs.

 

 

 

46						Roper Technologies, Inc. 2015 Proxy Statement

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AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is comprised of three non-employee directors, each of whom has been determined by the Board of Directors to be independent under the rules of the NYSE and the SEC. The Audit Committee’s responsibilities are set forth in its charter.

The Audit Committee oversees and reviews with the full Board of Directors any issues with respect to the Company’s financial statements, the structure of the Company’s legal and regulatory compliance, the performance and independence of the Company’s Independent Certified Public Accountants and the performance of the Company’s internal audit function. The Committee retains the Company’s Independent Certified Public Accountants to undertake appropriate reviews and audits of the Company’s financial statements, determines the compensation of the Independent Certified Public Accountants, and pre-approves all of their services. The Company’s management is primarily responsible for the Company’s financial reporting process and for the preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States. The Audit Committee maintains oversight of the Independent Certified Public Accountants by discussing the overall scope and specific plans for their audits, the results of their examinations, their evaluations of the Company’s internal accounting controls and the overall quality of the Company’s financial reporting. The Audit Committee may delegate its duties and responsibilities to a subcommittee of the Committee.

The Audit Committee maintains oversight of the Company’s internal audit function by evaluating the appointment and performance of the Company’s Vice President of Internal Auditing and periodically meeting with the Vice President of Internal Auditing to receive and review reports of the work of the Company’s internal audit department. The Audit Committee meets with management on a regular basis to discuss any significant matters, internal audit recommendations, policy or procedural changes and risks or exposures, if any, that may have a material effect on the Company’s financial statements.

The Audit Committee has: (i) appointed and retained PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent accounting firm for the fiscal year ended December 31, 2014; (ii) reviewed and discussed with the Company’s management the Company’s audited financial statements for the fiscal year ended December 31, 2014; (iii) discussed with PwC the matters required to be discussed by the statements on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; (iv) received the written disclosures and the letter from the Independent Certified Public Accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the Independent Certified Public Accountants’ communications with the audit committee concerning independence, and has discussed with the Independent Certified Public Accountants its independence; (v) discussed matters with PwC outside the presence of management; (vi) reviewed internal audit recommendations; (vii) discussed with PwC the quality of the Company’s financial reporting; and (viii) reviewed and discussed with PwC the results of the audit of the effectiveness of internal control over financial reporting in accordance with § 404 of the Sarbanes-Oxley Act.

In reliance on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE:

David W. Devonshire, Chairman

John F. Fort III

Christopher Wright

The foregoing report and other information provided above regarding the Audit Committee should not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended or Securities Exchange Act of 1934, as amended, except to the extent that Roper specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

 

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INDEPENDENT PUBLIC ACCOUNTANTS FEES

Set forth below are the professional fees billed by PwC for the fiscal years ended December 31, 2014 and 2013. It is the Audit Committee’s policy that all services performed by and all fees paid to the independent auditor require the Audit Committee’s prior approval. As such, all audit, audit-related tax and other fees were pre-approved by the Audit Committee.

 

		Dollars in Thousands
Fees		FY 2014				FY 2013
Audit Fees(1)		$	3,940			$	4,346
Audit-Related Fees(2)			845				438
Tax Fees(3)			884				843
All Other Fees			6				6
Total Fees		$	5,675			$	5,633

 

(1)

Aggregate fees from PwC for audit or review services in accordance with the standards of the Public Company Accounting Oversight Board (United States) and fees for services, such as statutory audits and review of documents filed with SEC. Audit fees also include fees paid in connection with services required for compliance with Section 404 of the Sarbanes-Oxley Act.

 

(2)	Aggregate fees from PwC for assurance and related services which primarily include due diligence on acquisition targets.

 

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

 

48						Roper Technologies, Inc. 2015 Proxy Statement

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PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered accounting firm for the year ending December 31, 2015. Our Board of Directors recommends that the shareholders ratify this appointment. PwC has been the Company’s independent auditor since May 2002. One or more representatives of PwC are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire, and to respond to appropriate questions of shareholders in attendance. If this proposal does not pass, the selection of our independent registered accounting firm will be reconsidered by the Audit Committee and the Board of Directors. Even if the proposal passes, the Audit Committee may decide to select another firm at any time.

 

 

 

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PROPOSAL 4: SHAREHOLDER PROPOSAL—SHAREHOLDER PROXY ACCESS

Roper’s Board of Directors has concluded, after careful consideration, that adoption of the following shareholder proposal would not be in the best interests of the Company or its shareholders. For the reasons stated after the proposal, the Board recommends a vote “AGAINST” this shareholder proposal. We have presented the proposal and supporting statement as received, in accordance with SEC rules, and we disclaim any responsibility for its content. The name, address and number of shares owned by the shareholders submitting this proposal is available upon oral or written request.

SHAREHOLDER PROPOSAL:

RESOLVED: Shareholders of Roper Industries, Inc. (the “Company”) ask the board of directors (the “Board”) to adopt, and present for shareholder approval, a “proxy access” bylaw. Such a bylaw shall require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder or group (the “Nominator”) that meets the criteria established below. The Company shall allow shareholders to vote on such nominee on the Company’s proxy card.

The number of shareholder-nominated candidates appearing in proxy materials shall not exceed one quarter of the directors then serving. This bylaw, which shall supplement existing rights under Company bylaws, should provide that a Nominator must:

 

a)

have beneficially owned 3% or more of the Company’s outstanding common stock continuously for at least three years before submitting the nomination;

 

b)

give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission rules about (i) the nominee, including consent to being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the “Disclosure”); and

 

c)

certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company’s proxy materials; and (c) to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at the Company.

The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The Board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority to be given to multiple nominations exceeding the one-quarter limit.

SUPPORTING STATEMENT

We believe proxy access is a fundamental shareholder right that will make directors more accountable and contribute to increased shareholder value. The CFA Institute’s 2014 assessment of pertinent academic studies and the use of proxy access in other markets similarly concluded that proxy access:

 

•

Would “benefit both the markets and corporate boardrooms, with little cost or disruption.”

 

•

Has the potential to raise overall US market capitalization by up to $140.3 billion if adopted market-wide. (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)

The proposed bylaw terms enjoy strong investor support—votes for similar shareholder proposals averaged 55% from 2012 through September 2014—and similar bylaws have been adopted by companies of various sizes across industries, including Chesapeake Energy, Hewlett-Packard, Western Union and Verizon.

 

50						Roper Technologies, Inc. 2015 Proxy Statement

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Board of Directors’ Statement in Opposition

The Board of Directors and its Nominating and Governance Committee have carefully considered this proposal and concluded that its adoption is unnecessary and not in the best interests of our shareholders.

Our selection process has identified directors who have devoted extensive amounts of time and expertise toward developing an effective board structure, which has resulted in exceptional long-term returns for our shareholders.

We believe that the Board contributes significantly to the Company’s strong performance. Each of the directors understands and is able to satisfy the rigor and extensive time commitment required to serve on our Board. The board structure and processes that the directors have developed includes being actively involved in overseeing the strategy, business and affairs of the Company to drive shareholder value and actively participating in meetings that typically extend over several days. Over the past five years (ending December 31, 2014), the Company’s performance has resulted in a 25.2% compounded annual return for our shareholders.

The directors come well prepared to monitor the existing portfolio of businesses and to analyze and carefully examine with management different ways we can invest for future growth, both internally and through acquisitions, to optimize shareholder return. Between scheduled board meetings, directors continue their discussions with management and each other, enabling the Company to draw from our directors’ experiences and expertise. The directors are well-informed about our corporate strategy and the factors that affect the Company globally, and they keep abreast of the issues encountered by our diverse business operations.

The board recruitment and evaluation process has contributed to bring together a group of directors who complement each other and who collectively provide effective oversight of management in ways that include challenging and debating different perspectives. Recognizing the specific needs of the Company, the Board also carefully considers the importance of director succession planning to add new competencies as appropriate.

We understand that proxy access is currently being debated within the U.S. corporate governance community. We believe we have demonstrated that the Board has created and maintained a high-quality and effective board process that serves the best interests of our shareholders. The individuals nominated under our existing board structure bring invaluable expertise and work together effectively under well-established practices that contribute to the Board’s overall effectiveness. As we have been able to both design and sustain board processes and practices that demonstrably enhance shareholder value, we do not believe proxy access is necessary for Roper, and will not benefit our ability to maintain an effective board.

Shareholders currently have the ability to recommend director candidates.

As discussed above under “Corporate Governance—Nominating Process,” our By-laws provide a well-defined process for shareholders to submit director nominees, and such nominees will be considered under the same criteria that are applied to other candidates. This procedure is described in “Information Regarding the 2016 Annual Meeting of Shareholders.”

Roper’s corporate governance policies and practices ensure that the Board of Directors is held accountable and provides shareholders with access to the Board.

The Board is accountable to our shareholders through the protections that are embedded in our governing documents. Upon the Board’s unanimous recommendation and approval by our shareholders, we declassified the Board in 2013, with the phase-in being completed next year at the annual meeting when all directors will be elected annually. Our By-laws require that we use a majority voting standard in uncontested director elections and include a resignation requirement for directors who fail to receive the required majority vote. In addition, seven of our eight current directors are independent under New York Stock Exchange standards, and we have a Lead Independent Director.

Shareholders currently have the right to:

 

•

Communicate directly with any director, any Board committee or the full Board;

 

•

Propose director nominees to the Nominating and Governance Committee, as discussed above;

 

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•

Submit proposals for presentation at an annual meeting and for inclusion in our Proxy Statement for that annual meeting; and

 

•

Submit proposals, including nominations of director candidates, directly at an annual meeting, as set forth in our By-laws.

We believe that our existing corporate governance policies and practices ensure meaningful board accountability to shareholders and provide shareholders with meaningful access to Board members.

Proxy access would bypass the role of the Nominating and Governance Committee in identifying, evaluating and recommending director nominees.

We believe the independent Nominating and Governance Committee and Board of Directors are best situated to assess the qualifications of potential director nominees and determine whether they will contribute to an effective and well-rounded board that is committed and engaged in the oversight of the business. Allowing shareholders to nominate directors in our Proxy Statement would bypass this governance process and the important role of the Nominating and Governance Committee and the Board in one of the most crucial elements that has driven Roper’s strong financial performance—the election of uniquely qualified and committed directors.

The Nominating and Governance Committee is responsible for identifying and recommending to the Board individuals qualified to become directors, which includes evaluating candidates suggested by shareholders. The Nominating and Governance Committee determines the Board’s needs and desired skills, ability, judgment, diversity and other criteria, including high personal and professional ethics, integrity and values, as well as the time commitment. It considers candidates’ qualifications based on those criteria and then makes recommendations to the Board. In undertaking this responsibility, the Nominating and Governance Committee has a fiduciary duty to act in good faith for the best interests of Roper and all of our shareholders.

The Nominating and Governance Committee is also responsible for reviewing with the Board, at least annually, the requisite balance of skills and areas of expertise and other qualification standards of its individual directors as well as the composition of the Board as a whole, including the need for non-management directors to maintain high standards of independence.

The Nominating and Governance Committee reviews each director’s qualifications for re-nomination for continued service on the Board. The Committee also considers director succession planning and recruits diverse nominees that it believes will continue to provide excellent board leadership and establish the Board’s commitment and interest in diverse viewpoints, recognizing that effective boards continue to evolve and introduce new membership. With this process, we believe that our Nominating and Governance Committee and Board achieve the optimal balance of directors that best serve Roper and our shareholders.

We believe that our current policies and practices for identifying director candidates is sound, effective and benefits all shareholders and that this proxy access proposal is unnecessary and not in the best interests of our shareholders. Accordingly, we recommend that you vote against this proposal.

 

 

 

52						Roper Technologies, Inc. 2015 Proxy Statement

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INFORMATION REGARDING THE 2016 ANNUAL MEETING OF SHAREHOLDERS

 

If you wish to submit a matter to be considered at the 2016 Annual Meeting, you must comply with the following procedures:

 

•

If you intend to submit a proposal to be included in the Proxy Statement for the 2016 Annual Meeting of Shareholders, we must receive your proposal at Roper’s corporate offices at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240, Attn: Secretary, no later than December 30, 2015. All proposals must comply with the SEC regulations under Rule 14a-8 for including shareholder proposals in a company’s proxy material.

 

•

If you wish to nominate a director candidate or have other business brought before the 2016 Annual Meeting of Shareholders, you must submit the nomination or proposal between January 30, 2016 and February 29, 2016, in accordance with our By-laws. The nomination or proposal must be delivered to Roper’s corporate offices at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240, Attention: Secretary.

 

(a)

The notice to nominate a person for election as a Company director, notice must include a written statement setting forth (i) the name of the person to be nominated; (ii) the number and class of all shares of each class of Company stock owned of record and beneficially by such person, as reported by such person to you; (iii) such other information regarding each nominee proposed by you as would have been required to be included in a Proxy Statement filed pursuant to the proxy rules of the SEC if the nominee had been nominated by the Board of Directors; (iv) such person’s signed consent to serve as a director of the Company if elected; (v) your name and address; (vi) the number and class of all shares of each class of Company stock owned of record and beneficially by such shareholder (and any beneficial owner on whose behalf the nomination is made); and (vii) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, you (and any beneficial owner on whose behalf the proposal is made) with respect to Roper’s securities.

 

(b)

If you intend to present a matter (other than the nomination of a director candidate) directly at the 2016 Annual Meeting of Shareholders, the notice must include the text of the proposal; a brief statement of the reasons why you favor the proposal; your name and address; the number and class of all shares of each class of Company stock owned of record and beneficially by you (and any beneficial owner on whose behalf the proposal is made); a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, you (and any beneficial owner on whose behalf the proposal is made) with respect to the Roper’s securities; and if applicable, any material interest of you and such beneficial owner in the matter proposed (other than as a shareholder).

With respect to matters not included in the Proxy Statement but properly presented at the Annual Meeting of Shareholders, management generally will be able to vote proxies in its discretion if it receives notice of the proposal during the period specified above and advises shareholders in the Proxy Statement for the 2016 Annual Meeting of Shareholders about the nature of the matter and how management intends to vote on the matter, unless the proponent of the shareholder proposal (a) provides us with a timely written statement that the proponent intends to deliver a Proxy Statement to at least the percentage of our voting shares required to carry the proposal, (b) includes the same statement in the proponent’s own proxy materials, and (c) provides us with a statement from a solicitor confirming that the necessary steps have been taken to deliver the Proxy Statement to at least the percentage of our voting shares required to carry the proposal.

 

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OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows of no other business which will be or is intended to be presented at the Annual Meeting. If any other business properly comes before the Annual Meeting or any adjourned Annual Meeting, the proxy holders named in the enclosed proxy will have discretionary authority to vote the shares represented by the proxy in their discretion.

By the Order of the Board of Directors

 

 

Brian D. Jellison

Chairman, President and Chief Executive Officer

Dated: April 29, 2015

 

54						Roper Technologies, Inc. 2015 Proxy Statement

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ROPER TECHNOLOGIES, INC. 6901 PROFESSIONAL PKWY EAST SARASOTA, FL 34240 ATTN: LEGAL DEPT		VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 28, 2015. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 28, 2015. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
		M91844-P65742			KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

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Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be

Held on May 29, 2015:

The Notice and Proxy Statement and Annual Report to Shareholders are available at www.proxyvote.com.

 

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