ROPER TECHNOLOGIES INC (ROP)
Sector: Information Technology
2026 Annual Meeting Analysis
ROPER TECHNOLOGIES INC · Meeting: May 19, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Director Nominees
Against Analysis
Ms. Archambeau has served since 2018, giving her full overlap with the 3-year and 5-year underperformance periods; Roper's stock has fallen 17.3% over 3 years while the company's own compensation peer group gained a median of 25.5%, a gap of 42.8 percentage points that exceeds the 20-percentage-point trigger threshold for negative absolute TSR, and the 5-year gap of 71.0 percentage points also exceeds the threshold, so there is no long-term mitigant available.
Ms. Brinkley has served since 2015 and has full tenure overlap with the underperformance period; Roper's 3-year stock return of negative 17.3% trails the company's own peer group median of positive 25.5% by 42.8 percentage points, well above the 20-point trigger, and the 5-year record does not provide a mitigant as the gap of 71.0 percentage points also exceeds the applicable threshold.
Ms. Esteves joined in 2021, giving her approximately 5 years on the board and full overlap with the 3-year measurement window; the 42.8-percentage-point gap versus the peer median triggers a vote against, and the 5-year gap of 71.0 percentage points eliminates the long-term mitigant.
Mr. Hunn serves as both CEO and a director; per policy, executive directors are subject to the same TSR trigger as all other directors, independent of the Say on Pay vote; his tenure since 2018 fully overlaps the underperformance period, the 3-year peer gap of 42.8 percentage points triggers a vote against, and the 5-year gap provides no mitigant.
Mr. Johnson has been a director since 2005 and bears the longest tenure overlap with the underperformance period of any nominee; the 3-year peer gap of 42.8 percentage points triggers a vote against, and the 5-year gap of 71.0 percentage points eliminates any long-term mitigant.
Mr. Joyce joined in 2021, giving him approximately 5 years of tenure and full overlap with the 3-year measurement window; the 42.8-percentage-point shortfall versus the peer median triggers a vote against, and the 5-year gap provides no mitigant.
Ms. Thatcher has served since 2015 with full tenure overlap; Roper's 3-year stock decline of 17.3% against a peer median gain of 25.5% produces a 42.8-percentage-point gap that triggers a vote against, and the 5-year gap of 71.0 percentage points removes any long-term mitigant.
Mr. Wallman has been a director since 2007 with full tenure overlap; the 3-year peer underperformance gap of 42.8 percentage points exceeds the 20-point trigger for companies with negative absolute TSR, and the 5-year gap of 71.0 percentage points provides no mitigant.
For Analysis
Mr. Murphy joined the board in 2024 and has served for less than 24 months, making him exempt from the TSR trigger under policy; no other disqualifying factors such as overboarding, attendance issues, or independence concerns are present.
Eight of nine director nominees receive an AGAINST vote due to significant stock price underperformance relative to Roper's own disclosed compensation peer group: the stock has declined 17.3% over 3 years while peers gained a median of 25.5%, a gap of 42.8 percentage points that exceeds the 20-point policy trigger for companies with negative absolute TSR, and the 5-year record provides no mitigant as that gap (71.0 percentage points) also exceeds the applicable threshold. Only John F. Murphy, who joined in 2024 and has served less than 24 months, qualifies for the new-director exemption and receives a FOR vote.
Say on Pay
✓ FORCEO
L. Neil Hunn
Total Comp
$26,205,765
Prior Support
91%%
The CEO's total reported pay of approximately $26.2 million is high in absolute terms but is benchmarked against a peer group of large-cap technology, software, healthcare, and financial services companies with a median market cap of roughly $102 billion — substantially larger than Roper — which tempers the comparison; the compensation structure is genuinely performance-oriented, with 96% of the CEO's target pay tied to equity awards and performance goals, 100% of restricted stock and restricted stock unit awards subject to multi-year financial performance conditions (three-year adjusted net earnings growth plus a relative TSR modifier), and a meaningful clawback policy in place. Prior-year Say on Pay support was 91%, well above the 70% threshold that would require a response, and shareholder engagement on compensation has been active; while Roper's stock performance has lagged peers, the incentive structure is properly conditioned so that above-target equity payouts require above-target financial and TSR results, meaning the pay program is structurally sound even if outcomes ultimately reflect stock performance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
24 yrs
Audit Fees
$6,079,000
Non-Audit Fees
$486,000
Non-audit fees (audit-related fees of $341,000 plus tax fees of $145,000, totaling $486,000) represent approximately 8% of core audit fees of $6,079,000, well below the 50% threshold that would trigger a concern about auditor independence; PwC has served since May 2002, giving it approximately 24 years of tenure, which is just below the 25-year threshold that would require additional scrutiny, and no material financial restatements attributable to audit failure are disclosed.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 6
Shareholder Proposal Regarding a Strategic Review of a Proposed Spin-Off of the Application Software and Network Software Segments
This proposal asks the board to prepare a review specifically oriented toward spinning off two of Roper's three business segments — an operational ask that requires a high bar to support because it would mandate a particular strategic outcome rather than simply requesting more disclosure or better governance. The filer is an individual shareholder (not a known governance activist with a track record), there is no prior-year vote history to signal broad shareholder concern, and the company's response substantively rebuts the core financial claims in the proposal by pointing out that the proponent's analysis blends divested businesses with continuing operations, distorting the growth metrics. While Roper's stock underperformance is real and serious, the appropriate mechanism for holding the board accountable is through director elections — and those votes are already triggered AGAINST most of the board in this analysis — not by mandating a specific complex strategic transaction that the board is better positioned to evaluate.
Overall Assessment
The most significant outcome of this ballot analysis is that eight of nine director nominees receive an AGAINST vote due to Roper's stock declining 17.3% over three years while its own compensation peers gained a median of 25.5% — a 42.8-percentage-point gap that triggers the policy's underperformance threshold, with no 5-year mitigant available; only newly-appointed director John F. Murphy is exempt. The Say on Pay vote is FOR because the pay structure is genuinely performance-linked, prior shareholder support was 91%, and auditor ratification is also FOR given PwC's non-audit fee ratio is well within limits at approximately 8% of audit fees.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing