Form 4: Fortive CFO Reports Routine Accrual of Phantom Shares in Executive Deferred Incentive Program

Fortive Corp.'s Chief Financial Officer, Mark D. Okerstrom, reported the accrual of 1.231 notional shares in the company's Executive Deferred Incentive Program, reflecting dividend reinvestment.

Summary

• Mark D. Okerstrom, Chief Financial Officer of Fortive Corp. (FTV), reported a transaction on June 27, 2025.
• The transaction involved the acquisition of 1.231 notional shares in the Executive Deferred Incentive Program (EDIP) Fortive Stock Fund.
• This acquisition represents notional dividend accruals on existing phantom shares held within the EDIP.
• The value of the accrued notional shares was based on the closing price of Fortive's common stock on the NYSE, which was $71.6 per share.
• Following this transaction, Mark D. Okerstrom beneficially owns a total of 1,103.272 notional shares in the EDIP Stock Fund.
• The notional shares convert to common stock on a one-to-one basis.
• Vesting for voluntary contributions to the EDIP Stock Fund is immediate (100%).
• Vesting for contributions made by the Issuer occurs 100% upon the earlier of the reporting person's death, retirement (following at least 5 years of service and reaching age 55), or one-tenth per year of participation after five years of participation, in accordance with the EDIP terms.
• Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in the Issuer's common stock.

Sentiment

Score: 5

Explanation: The filing reports a routine notional dividend accrual within an executive deferred incentive program, which is a standard, expected transaction and does not indicate significant positive or negative sentiment regarding the company's performance or outlook.

Positives

• Indicates continued participation by a key executive (CFO) in the company's long-term incentive program, aligning their interests with shareholder value.
• The accrual is a result of notional dividend reinvestment, demonstrating a mechanism for compounding executive holdings within the deferred compensation structure.

Negatives

• NA

Risks

• NA

Future Outlook

NA

Management Comments

• NA

Industry Context

This Form 4 filing is a standard disclosure of an insider's beneficial ownership change, specifically related to a deferred compensation plan. It reflects a routine accrual of notional shares due to dividend reinvestment, which is common in executive incentive programs across various industries. It does not provide specific insights into broader industry trends or competitive dynamics beyond the company's internal compensation structure.

Comparison to Industry Standards

• Executive deferred incentive programs with stock fund options and dividend reinvestment are common compensation structures for senior executives across publicly traded companies, aligning executive interests with shareholder returns.
• The vesting schedule, which includes immediate vesting for voluntary contributions and performance/time-based vesting for issuer contributions, is typical for long-term incentive plans designed to retain key talent and encourage long-term commitment.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: This routine transaction is part of executive compensation, which aims to align management's long-term interests with shareholder value. The impact on share price is generally negligible.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• NA

Key Dates

Keywords

Fortive, FTV, Mark Okerstrom, CFO, SEC Form 4, Insider Transaction, Beneficial Ownership, Executive Deferred Incentive Program, EDIP, Phantom Shares, Dividend Accrual, Deferred Compensation