Form 4: Fortive CFO's Phantom Share Accrual Reported

Fortive's SVP and CFO, Mark D. Okerstrom, reported the accrual of 1.63 notional dividend shares in the company's Executive Deferred Incentive Program.

Summary

• Mark D. Okerstrom, SVP Chief Financial Officer of Fortive Corp (FTV), reported a transaction on December 26, 2025.
• The transaction involved the accrual of 1.63 notional dividend shares into the Fortive stock fund under the Executive Deferred Incentive Program (EDIP).
• These phantom shares were valued at $55.69 each, based on the closing price of Fortive's common stock on the accrual date.
• Following this accrual, Okerstrom beneficially owns a total of 1,510.78 derivative securities in the EDIP Stock Fund.
• Voluntary contributions to the EDIP Stock Fund vest immediately. Contributions made by the Issuer vest 100% upon the earlier of the Reporting Person's death, retirement (after at least 5 years of service and reaching age 55), or one-tenth per year of participation following five years of participation.

Sentiment

Score: 5

Explanation: The filing is a routine report of executive compensation, indicating normal business operations without significant positive or negative implications for the company's financial health or strategic direction.

Positives

• The accrual of notional dividend shares indicates continued participation and alignment of executive interests with shareholder value through the Executive Deferred Incentive Program.
• The program's vesting schedule for issuer contributions incentivizes long-term service and performance, with full vesting upon retirement or after a specified period.

Future Outlook

The vesting schedule for the EDIP Stock Fund outlines future conditions for the executive to gain full ownership of issuer-contributed phantom shares, including retirement or continued participation over time.

Industry Context

This filing represents a routine executive compensation event, common across publicly traded companies, where executives participate in deferred incentive programs to align their interests with long-term company performance.

Comparison to Industry Standards

• The use of phantom shares and deferred incentive programs is a common practice in executive compensation across various industries, aligning executive interests with long-term company performance and shareholder returns.
• The vesting conditions, including immediate vesting for voluntary contributions and time/performance-based vesting for issuer contributions, are typical for such plans, comparable to those seen in other large industrial technology companies.

Stakeholder Impact

• Shareholders: Minor, as this is a routine executive compensation disclosure and does not indicate a material change in company operations or financial performance.
• Employees: No direct impact beyond the executive involved.

Next Steps

• Continued vesting of the EDIP Stock Fund shares based on the established schedule, contingent on the executive's continued service or specific retirement conditions.

Key Dates

Recommendation

This Form 4 reports a routine notional dividend accrual for an executive's deferred compensation plan. It does not contain any new material information that would alter the investment thesis for Fortive Corp, thus a 'hold' recommendation is maintained.

Keywords

Fortive, FTV, Form 4, Insider Transaction, Executive Compensation, Phantom Shares, Deferred Compensation, Mark Okerstrom