Jeannine Sargent
FortiveAbout Jeannine Sargent
Independent director of Fortive; Chair of the Nominating & Governance Committee and member of the Audit Committee, with disclosed expertise in cybersecurity, sustainability, human capital, and portfolio strategy oversight. Previously senior executive and CEO roles across high‑technology hardware/software and sustainable innovation; current public company directorship at Synopsys since 2020. Age and initial year of Fortive board service are not disclosed in the proxy; she is a current nominee for election for a one‑year term at the 2025 Annual Meeting. Independence affirmed under NYSE standards; she attended at least 75% of board/committee meetings in 2024 and attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flex (Flextronics) | President of Energy; President of Innovation & New Ventures | 2012–2017 | Led innovation and new ventures; development and launch of disruptive technology; corporate governance and cybersecurity emphasis |
| Oerlikon Solar (subsidiary of Oerlikon) | Chief Executive Officer | Not disclosed | Led thin‑film silicon solar PV operations and global launch activities |
| Voyan Technology | Chief Executive Officer | Not disclosed | Embedded systems software; leadership across operations, marketing, engineering |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synopsys, Inc. | Director | Since 2020 | Board experience in EDA/semiconductor ecosystem |
| Generation Investment Management LLP | Senior Advisor | Since 2017 | Sustainable innovation focus |
| Breakthrough Energy Ventures | Venture Partner & Senior Advisor | Since 2019 | Investment/advisory in climate tech |
| Katalyst Ventures | Senior Advisor & Operating Partner | Since 2018 | Early‑stage investing and operating support |
| G2VP | Operating Partner | Since 2024 | Industrial sustainability and innovation investing |
| Prior boards | Cypress Semiconductor Corp.; Proterra, Inc.; Queens’ Gambit Growth Capital | Not disclosed | Prior public company/SPAC board service |
Board Governance
- Committee assignments: Audit Committee member; Chair, Nominating & Governance Committee; not on Finance or Compensation Committees. The Audit Committee members are independent and financially literate; the Nominating & Governance Committee oversees CEO succession, sustainability reporting, climate risk, director education, and related party transaction policy.
- Independence and engagement: Board determined Jeannine Sargent is independent under NYSE rules; in 2024 all directors met the 75% attendance threshold and current directors attended the 2024 Annual Meeting.
- Risk oversight expertise: Listed among directors with expertise in cybersecurity (Audit Committee oversight), sustainability (Nominating & Governance oversight), human capital (Compensation Committee/Board oversight), and portfolio strategy (Board/Finance Committee).
- Board leadership and structure: Fortive separates Chair and CEO; independent Chair leads executive sessions and agendas, supporting board effectiveness and accountability. Majority of board appointments since 2020 support refreshment.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Director retainer; payable in cash or RSUs per prior‑year election |
| Audit Committee member retainer | $15,000 | Non‑chair member |
| Nominating & Governance Committee chair retainer | $20,000 | Committee chair fee |
| Total fees earned (actual 2024) | $140,000 | Sargent’s fees paid in cash in 2024 |
| Education reimbursement (max) | Up to $10,000 | Continuing director education reimbursement policy |
Performance Compensation
| Equity Component (2024) | Grant Date Fair Value | Vesting / Terms | Notes |
|---|---|---|---|
| Stock awards (RSUs) | $143,712 | RSUs vest on the earlier of 1 year from grant or immediately prior to the next annual meeting | |
| Option awards | $57,412 | Options are fully vested at grant; exercise price set at market close on grant date (Black‑Scholes assumptions disclosed) | |
| Annual equity target policy | $200,000 | 75% RSUs / 25% options for non‑employee directors |
Performance metrics tied to director compensation
| Metric | Status | Source |
|---|---|---|
| Financial/operational performance metrics | None disclosed for director equity; RSUs are time‑based; options fully vested at grant |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Synopsys, Inc. | Current director since 2020 | None disclosed with Fortive; no related party transactions identified involving Sargent |
| Prior boards: Cypress Semiconductor; Proterra; Queens’ Gambit Growth Capital | Prior director | None disclosed with Fortive |
Related party exposure disclosed for other directors (CMS Energy, CommonSpirit, NTT) was immaterial (<0.2% of respective revenues) and does not involve Sargent.
Expertise & Qualifications
- Over 30 years in high‑tech hardware/software across operations, marketing, engineering; deep experience in disruptive tech development, sustainable innovation/ESG, cybersecurity, and executive compensation.
- Board‑designated expertise areas include cybersecurity, sustainability, human capital management, and portfolio strategy oversight.
Equity Ownership
| Ownership (as of April 7, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 17,989 shares | Includes options exercisable within 60 days; percent of class <1% |
| Options included in beneficial ownership | 13,729 | Counted within beneficial ownership |
| Unvested RSUs outstanding (12/31/2024) | 1,970 | Director RSUs vest per policy |
| Vested RSUs (excluded from beneficial ownership table) | 12,621 | Not included in beneficial ownership calculation per proxy footnotes |
Stock ownership alignment policies
- Directors must beneficially own shares with market value ≥5× annual retainer within five years of initial election; time‑based RSUs count, options do not. Absolute prohibition on pledging; hedging and derivative transactions are prohibited. Individual compliance status is not disclosed.
Governance Assessment
- Board effectiveness: Independence, separation of Chair/CEO, rigorous committee charters (cybersecurity oversight by Audit; CEO succession and climate oversight by Nominating & Governance), and annual self‑assessments supported by third‑party governance evaluations. Sargent’s leadership as Nominating & Governance Chair positions her at the center of director selection, refreshment, and ESG oversight—positive for investor confidence.
- Alignment and incentives: Director equity mix (RSUs/options), stock ownership requirements, and anti‑pledging/hedging policies align director interests with shareholders; Sargent’s 2024 cash fees align with committee responsibilities; equity awards follow standardized vesting and valuation.
- Attendance and engagement: All directors met minimum attendance; independent Chair leads executive sessions; Sargent is a current nominee, indicating sustained engagement.
- Say‑on‑pay signal: 2024 advisory vote approval at 92.06% reflects broad investor support for Fortive’s compensation governance framework.
- RED FLAGS: None disclosed regarding Sargent—no related‑party transactions, no pledging/hedging permitted; no tax gross‑ups, single‑trigger CIC benefits, or option repricing in director program.
Overall, Jeannine Sargent’s committee leadership (Nominating & Governance Chair), cybersecurity/sustainability expertise, and independent status strengthen board oversight on director selection, ESG and climate, and risk—supporting governance quality and investor confidence.