Form 4: Fortive SVP Accrues Additional Phantom Shares Through Executive Deferred Incentive Program

Fortive Corp's SVP of Human Resources, Stacey A. Walker, reported the accrual of 10.554 additional phantom shares through a notional dividend under the company's Executive Deferred Incentive Program.

Summary

• Stacey A. Walker, Senior Vice President of Human Resources at Fortive Corp (FTV), reported a transaction involving derivative securities.
• The transaction, dated June 27, 2025, involved notional dividend accruals on phantom shares within the Fortive stock fund (EDIP Stock Fund) under the Executive Deferred Incentive Program (EDIP).
• A total of 10.554 phantom shares were acquired through this accrual.
• The price per phantom share for this accrual was $71.6, based on the closing price of Fortive's common stock on the NYSE on the transaction date.
• Following this transaction, Stacey A. Walker beneficially owns 9,456.078 derivative securities (phantom shares).
• Voluntary contributions to the EDIP Stock Fund vest immediately (100%).
• Contributions made by the Issuer to the EDIP Stock Fund vest 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.
• Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Fortive's common stock.

Sentiment

Score: 6

Explanation: The filing is largely neutral as it reports a routine compensation event (notional dividend accrual). It can be seen as slightly positive as it indicates continued executive participation in long-term incentive plans, aligning management interests with shareholder value.

Positives

• Continued participation of a senior executive in the company's long-term incentive program, aligning management interests with shareholder value.
• The accrual of phantom shares through notional dividends indicates a mechanism for executives to benefit from company performance without direct stock purchases.

Negatives

• No direct negatives identified as this is a routine compensation-related filing.

Future Outlook

The vesting schedule for issuer contributions to the Executive Deferred Incentive Program (EDIP) indicates future conditions for full ownership, including 100% vesting 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. Vested portions will be settled in common stock upon termination of employment.

Management Comments

• No direct management comments or quotes are provided in this Form 4 filing.

Industry Context

Executive deferred incentive programs and phantom share plans are common compensation tools in various industries, including industrial technology, to align executive interests with long-term shareholder value and provide tax-efficient deferral options. This filing reflects a standard practice for executive compensation within publicly traded companies.

Comparison to Industry Standards

• Executive deferred incentive programs, including phantom share accruals based on notional dividends, are a standard component of executive compensation packages across many industries, including industrial technology.
• While specific program details vary, the structure of aligning executive incentives with stock performance through such mechanisms is consistent with practices at comparable companies like Danaher Corporation or Illinois Tool Works Inc., which also utilize various forms of equity-based compensation and deferred plans to retain and incentivize key personnel.

Stakeholder Impact

• Shareholders: Indicates continued alignment of executive compensation with company performance, potentially fostering long-term value creation.
• Employees: Reflects the company's executive compensation structure, which may influence broader compensation philosophies.
• Management: Provides a mechanism for long-term incentives and wealth accumulation tied to company stock performance.

Next Steps

• Continued accrual of notional dividends on phantom shares as per the Executive Deferred Incentive Program (EDIP).
• Vesting of issuer contributions to the EDIP Stock Fund based on predefined conditions (death, retirement, or annual participation milestones).
• Settlement of vested portions of the EDIP Stock Fund in Fortive's common stock upon termination of employment.

Key Dates

Keywords

Fortive Corp, FTV, SEC Form 4, Insider Trading, Executive Compensation, Phantom Shares, Deferred Incentive Program, Stacey A. Walker, Human Resources, Stock Fund, Notional Dividends