Kate Mitchell
FortiveAbout Kate D. Mitchell
Founding partner at Scale Venture Partners since 1997, with prior senior roles at Bank of America (SVP, Online Banking, 1988–1996). Former director of SVB Financial Group (2010–2024). Education: BA (Stanford), MBA (Golden Gate University Evening Program), executive programs at Harvard Business School (strategic marketing) and MIT CSAIL/Sloan (AI). Core credentials: 40+ years in technology investing and product development, governance, finance, cybersecurity, executive compensation, and AI-driven digital transformation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scale Venture Partners | Founding Partner | 1997–present | Led investments in high-growth software; governance and compensation expertise |
| Bank of America | SVP, Online Banking | 1988–1996 | Product development, digital transformation |
| SVB Financial Group | Director | 2010–2024 | Board service at public company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venture Forward (NVCA affiliate) | Chairman & Founder; former NVCA Chair/board member | Current; 2007–2016 | Industry leadership and governance |
| Silicon Valley Community Foundation | Investment Committee Member | Current | Oversight of investments |
| San Francisco Museum of Modern Art | Investment Committee Member | Current | Oversight of investments |
Board Governance
- Independence: The Board determined Ms. Mitchell is independent under NYSE listing standards .
- Committees: Chair—Compensation; Member—Audit; Member—Finance .
- Audit Committee composition: Rejji P. Hayes (Chair), Eric Branderiz, Kate D. Mitchell, Jeannine Sargent .
- Attendance: In 2024, the Board met 7 times (2 actions by unanimous written consent); all directors attended ≥75% of aggregate Board and committee meetings; current directors attended the virtual 2024 annual meeting .
- Risk Oversight: Identified among directors with enterprise risk, cybersecurity, and human capital expertise; Board maintains multi-layered oversight including cybersecurity (Audit Committee), sustainability (Nominating & Governance), CEO succession (Nominating & Governance), and human capital (Compensation Committee) .
Fixed Compensation
- Structure: Annual retainer $105,000; annual equity award target $200,000 (75% RSUs, 25% options; options fully vested at grant; RSUs vest by the earlier of 1 year or next AGM). Committee retainers: Compensation Chair $20,000; Audit non-chair $15,000; Finance non-chair $10,000; Board Chair has separate retainer/equity (not applicable to Ms. Mitchell) .
- Deferral elections: Directors may elect to receive retainers in cash or RSUs (settled at death or 7 months/1/3/5 years post-retirement). Ms. Mitchell elected to defer 50% of her annual retainer into RSUs for 2024 .
| Director Compensation (FY2024) | Cash Fees | Stock Awards (RSUs incl. retainer deferral) | Option Awards | Total |
|---|---|---|---|---|
| Kate D. Mitchell | $75,000 | $215,567 | $57,412 | $347,979 |
- Outstanding director equity at 12/31/2024: Options 36,681; Unvested RSUs 2,955 .
- Annual limit on director awards under the equity plan: $500,000 grant-date fair value per director per calendar year .
Performance Compensation
As Compensation Committee Chair, Ms. Mitchell oversees executive pay-for-performance design and outcomes; key 2024 metrics and results:
| Annual Incentive Plan (ICP) – 2024 | Threshold | Target | Maximum | Actual | Weight | Payout (pre-weight) | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | $3.41 | $3.79 | $4.17 | $3.89 | 60% | 126.3% | 75.8% |
| Free Cash Flow ($mm) | $1,169 | $1,375 | $1,513 | $1,406 | 20% | 122.5% | 24.5% |
| Core Revenue Growth | 2.8% | 4.0% | 5.6% | 1.3% | 20% | 0.0% | 0.0% |
| Final Company Performance Factor | 100.3% |
| PSU Program (granted 2024) | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|
| rTSR vs S&P 500 (60%) | 25th pct = 25% | 55th pct = 100% | ≥75th pct = 200% | Negative absolute TSR caps at 100% |
| Core Revenue Growth (40%)—Year 1 goal | 2.8% = 0% | 4.0% = 100% | 5.6% = 200% | Actual 2024 1.3% → 0% year-1; 3-year average determines final payout |
| RSU Incremental Performance (2024) | Threshold | Maximum | Actual | Incremental RSUs Earned |
|---|---|---|---|---|
| Adjusted EBITDA Margin | ≥28.4% = 10% | ≥29.2% = 50% | 28.4% | 10% of base RSUs |
- Say-on-Pay 2024 approval: 92.06% in favor; ongoing shareholder outreach and program refinements (e.g., increased weighting of company financial goals to 80%; rTSR payout structure aligned with market practices) .
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| SVB Financial Group | Director | 2010–2024 | Prior public company board service |
| Current US-listed public boards | — | — | None |
- Compensation Committee Interlocks: In 2025, no Compensation Committee member was an officer/employee; no interlock involving Fortive executives on other companies’ compensation committees .
Expertise & Qualifications
- Technology and AI: Deep experience in digital transformation across cycles; current wave driven by AI; product development and cybersecurity expertise .
- Governance/Finance: Extensive governance, executive compensation, capital markets, and M&A expertise .
- Human capital and organizational development: Qualifications include executive compensation oversight and director education orientation processes at Fortive .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Kate D. Mitchell | 40,941 | <1% | Includes options to acquire 36,681 shares; excludes 985 unvested RSUs and 22,587 vested RSUs |
| Fortive shares outstanding (4/7/2025) | 339,876,258 | — | Reference denominator |
- Director stock ownership requirements: Directors must beneficially own ≥5x annual retainer within 5 years; beneficial ownership includes time-based RSUs but excludes unexercised options. Pledging and derivative hedging transactions are prohibited .
- Insider trading policy: Applies to directors; prohibits short sales and derivatives; enhanced clawback for executives includes time-based equity at Board discretion in case of restatement due to gross misconduct (executive policy cited for governance context) .
Governance Assessment
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Strengths supporting investor confidence:
- Independent director with deep tech and compensation governance expertise; chairs Compensation Committee, sits on Audit and Finance—strong alignment with oversight of financial integrity, pay design, and capital allocation .
- Robust governance policies: declassified Board; majority vote; proxy access; separate Chair/CEO; special meeting right; no supermajority; ownership requirements; pledging/hedging prohibitions .
- Shareholder responsiveness: 2024 say-on-pay passed decisively; program enhancements (ICP weighting, rTSR structure) reflect engagement .
- Independent compensation consultant (Pearl Meyer) engaged; no conflicts reported .
-
Potential red flags or conflicts:
- Related-party transactions: None disclosed involving Ms. Mitchell; Company’s related-party transactions policy administered by Nominating & Governance Committee; 2024 disclosures concern other directors’ employer/customer relationships, all de minimis (<0.2% of revenues) .
- Committee interlocks: None; Compensation Committee independence affirmed .
- Hedging/pledging: Prohibited for directors (mitigates misalignment risk) .
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Director compensation alignment:
- Mix of cash/RSUs/options, with RSU deferral elections encouraging longer-term alignment; annual equity awards standardize director exposure to shareholder outcomes; annual award cap controls pay inflation risk .
Overall: Ms. Mitchell’s committee leadership (Compensation Chair; Audit/Finance member), independence, and technology/AI expertise bolster Fortive’s board effectiveness in pay-for-performance governance and risk oversight; no related-party conflicts disclosed, and shareholder feedback has been integrated into compensation design .