Mark Okerstrom
FortiveAbout Mark Okerstrom
Mark D. Okerstrom, age 52, was appointed Senior Vice President and Chief Financial Officer of Fortive effective March 24, 2025; prior roles include President & COO of Convoy (2020–2023), CEO and CFO of Expedia Group (2006–2019), and recent advisory engagements with Bain & Company and Advent International . Fortive’s incentive structure emphasizes pay-for-performance with annual targets set at or above the midpoint of public guidance; 2024 results included Adjusted EPS $3.89 (+13%), Free Cash Flow $1.4B (+13%), and ~27% Adjusted Operating Profit Margin . Relative TSR is a core PSU metric with a 55th percentile target against the S&P 500; PSUs also include Core Revenue Growth averaging annual goals over three years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Convoy, Inc. | President & Chief Operating Officer | Aug 2020–Oct 2023 | Led digital freight network operations and scaling |
| Expedia Group, Inc. | President & CEO; CFO; EVP/VP Corporate Development | 2006–2019 (CEO Aug 2017–Dec 2019; CFO Sep 2011–Aug 2017) | Oversaw public-company strategy, finance, M&A, and growth execution |
| Bain & Company | External Advisor | Since Apr 2024 | Advisory to management teams on operations/strategy |
| Advent International | External Advisor | Since Nov 2024 | Advisory to PE portfolio companies and investment teams |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bain & Company | External Advisor | Since Apr 2024 | Strategic/operational advisory |
| Advent International | External Advisor | Since Nov 2024 | Investment/portfolio advisory |
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base Salary ($) | $800,000 |
| Perquisites | Personal aircraft use up to $50,000 per year; $10,000 annual cash stipend for financial services/counseling |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (ICP) | Adjusted EPS (Company Performance) | 60% | $3.79 | $3.89 | 126.3% (pre-weighting) | Cash; earned for FY period |
| Annual Incentive (ICP) | Free Cash Flow (Company Performance) | 20% | $1,375M | $1,406M | 122.5% (pre-weighting) | Cash; earned for FY period |
| Annual Incentive (ICP) | Core Revenue Growth (Company Performance) | 20% | 4.0% | 1.3% | 0% (pre-weighting) | Cash; earned for FY period |
| Long-Term Incentive (PSUs) | Relative TSR vs S&P 500 | 60% | 55th percentile (100% payout) | Program design | Linear 25–200%; negative absolute TSR capped at 100% | 3-year performance + 1-year hold |
| Long-Term Incentive (PSUs) | Core Revenue Growth (3-year average) | 40% | Annual goals set at ≥ midpoint guidance | 2024 actual: 1.3% | Annual 0–200%; averaged across 3 years | 3-year performance + 1-year hold |
| Long-Term Incentive (RSUs) | Adjusted EBITDA Margin (incremental RSUs) | N/A (performance overlay) | Threshold 28.4%; Max 29.2% | 28.4% | 10% incremental RSUs | Base RSUs vest 50% at year 3 & 4 |
| Long-Term Incentive (Options) | Stock price | N/A | N/A | N/A | N/A | Options vest 50% at year 3 & 4 |
Additional CFO-specific equity terms: one-time sign-on equity grant ($10.0M target) in April 2025 and annual equity grant ($6.0M target) in April 2025; allocation: 50% PSUs (3-year performance + 1-year hold), 25% stock options (50% vesting at third and fourth anniversaries), 25% RSUs (50% vesting at third and fourth anniversaries) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 94,622 shares directly owned after open-market purchase |
| Recent Form 4 | Purchased 21,300 shares on Aug 1, 2025 at $47.03 (range $46.66–$47.24) |
| Pledging/Hedging | Absolute prohibition on pledging and hedging for executives/directors |
| Stock ownership guidelines | 3x base salary for non-CEO executives; five-year compliance window from appointment |
Employment Terms
| Provision | Terms |
|---|---|
| Appointment & Offer Letter | Appointed CFO effective Mar 24, 2025; offer letter includes base, target bonus 125% of salary, sign-on $2.5M cash (50% at ~30 days; 50% after 1-year), sign-on equity $10.0M, annual equity $6.0M, perquisites; full offer letter to be filed with 1Q25 Form 10-Q |
| Annual Incentive Participation | Eligible for ICP with target bonus 125% of base salary |
| Severance Plan – Termination without Cause (no CIC) | Cash severance: 1x base salary; Annual incentive: prorated based on actual performance; Equity: pro rata subject to original vesting/performance; Health benefits: 12 months; no 280G gross-ups |
| Severance Plan – Change-in-Control (Double Trigger) | Cash severance: 1x base + 1x target annual incentive; Prorated target annual incentive; Immediate vesting of unvested equity (performance at target); Health benefits: 12 months; no 280G gross-ups |
| Clawback | Recoupment of incentive-based compensation upon material restatement; Board discretionary clawback of additional compensation (including time-based equity) upon gross misconduct leading to restatement |
| Insider Trading | Insider trading policy applies to all personnel (policy filed as Exhibit 19.1 to 2024 Form 10-K) |
Company Performance Context (during Okerstrom’s tenure window)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 1,620,300,000 | 1,474,200,000 | N/A | 1,027,100,000 |
| EBITDA ($) | 412,000,000* | 368,500,000* | N/A | 213,200,000* |
*Values retrieved from S&P Global.
Compensation Committee & Peer Group
- Independent compensation consultant (Pearl Meyer) engaged; scope includes peer group selection and program design; no consultant conflicts .
- Peer group refined in 2024 (removed 3M and Danaher); 2024 say-on-pay approval 92.06% .
Risk Indicators & Red Flags
- No pledging or hedging permitted; clawback policy enhanced to include time-based equity in cases of gross misconduct and restatement .
- Severance cash capped by policy at ≤2.99x base + target bonus without shareholder approval .
- No excise tax gross-ups; no single-trigger CIC; no options repricing without shareholder approval .
Investment Implications
- Strong retention hooks: two-tranche $2.5M sign-on cash (1-year gate) plus multi-year PSU/RSU/options vesting and 1-year PSU hold-in significantly align tenure beyond 3–4 years .
- Alignment signals: open-market purchase of 21,300 shares and 94,622 direct holdings post-purchase; stringent prohibitions on pledging/hedging and 3x salary ownership guideline (5-year compliance) support shareholder alignment .
- Pay-for-performance rigor: ICP weights (80% company/20% strategic in 2024) and PSU metrics (rTSR at 55th percentile target; multi-year Core Revenue Growth) tie pay to durable outcomes; clawback and double-trigger CIC terms mitigate governance risk .
- Near-term execution focus: 2025 leadership transition and separation dynamics (Ralliant) include anti-dilution adjustments to equity awards and program reviews; continued alignment with shareholder feedback on compensation design .