Sharmistha Dubey

About Sharmistha Dubey

Independent Chair of Fortive’s Board and director since 2020, Sharmistha “Shar” Dubey is the former CEO of Match Group (Mar 2020–May 2022) and holds engineering degrees from IIT (India) and Ohio State University; she was 52 in 2023 and currently serves as Fortive’s independent Chair, leading agendas, executive sessions, and liaison roles between directors, management, and committees . She brings deep product, technology, data privacy/cybersecurity, human capital, and governance expertise from senior roles at Match Group and Princeton Review, and current board service at Match Group, Naspers, and Prosus .

Past Roles

External Roles

Board Governance

• Independent Chair; Fortive separates Chair/CEO roles. As Chair, Dubey sets agendas with the CEO/Secretary, presides over board and independent director executive sessions, and serves as liaison among directors, management, and committees .
• Independence: Board affirmed Dubey’s independence under NYSE standards .
• Attendance: In 2024, the Board met seven times; all directors attended at least 75% of aggregate Board/committee meetings; all current directors attended the virtual 2024 annual meeting .
• Committee assignments (current and prior):

• Risk oversight/Director expertise: Named among directors with cybersecurity expertise; Board and Audit Committee maintain quarterly cybersecurity reviews with CIO/CISO updates; NIST-aligned program .

Fixed Compensation

• Policy structure (non-management directors):

  • Annual cash retainer: $105,000
  • Annual equity: $200,000 (75% RSUs; 25% options; RSUs vest at earlier of 1 year or before next annual meeting; options fully vested at grant)
  • Chair additional cash retainer: $92,500; Chair equity target: $92,500 (75% RSUs; 25% options)
  • Committee retainers: Audit Chair $25,000; Audit member $15,000; Compensation Chair $20,000; Compensation member $10,000; Nominating & Governance Chair $20,000; N&G member $10,000; Finance Chair $10,000; Finance member $10,000
  • Deferred compensation elections: directors may take retainers in RSUs (settled post-board service per election) .

• 2024 actual director compensation (Dubey):

• RSU/Option status as of 12/31/2024:

Performance Compensation

• Director equity awards at Fortive are time-based (RSUs) and options fully vest at grant; no performance-conditioned director equity was disclosed (performance metrics are used for executive compensation, not directors) .
• Vesting schedules:
  • RSUs: vest at earlier of one year from grant or immediately prior to next annual meeting .
  • Options: fully vested at grant; standard features under Stock Incentive Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Technology management, innovative product development, competitive strategy and marketing; data privacy, cybersecurity, human capital management, portfolio and investment strategy .
• Global senior executive leadership; public board governance; capital markets and risk management .
• Education: undergraduate engineering (IIT), master’s in engineering (Ohio State) .

Equity Ownership

• Beneficial ownership as of April 7, 2025:

Governance Assessment

• Strengths:

  • Independent Chair with explicit responsibilities; clear separation of Chair/CEO .
  • Documented governance framework, majority voting, proxy access, no rights plan, special meeting right at 25% threshold, robust shareholder engagement .
  • Compensation Committee independence; use of independent consultant (Pearl Meyer); no interlocks or consultant conflicts disclosed .
  • Cybersecurity oversight embedded in Audit Committee with quarterly reviews; Dubey listed among directors with cybersecurity expertise .

• Alignment & incentives:

  • Director pay tilted to equity (RSUs/options), enhancing alignment; Dubey elected 100% RSU deferral of cash retainer in 2024 .
  • Strict stock ownership and anti-pledging/hedging policies for directors .

• Potential conflicts and red flags:

  • Related-party: Brother Abhijit Dubey is Global CEO of NTT; Fortive subs sold ~$500,000 to NTT in 2024; transactions were ordinary-course, arm’s-length, and <0.2% of Fortive/NTT revenues—reviewed under Related Person Transactions Policy by Nominating & Governance Committee .
  • Advent network overlap: Dubey is Operating Partner at Advent; Fortive’s CFO (appointed 3/24/2025) had been an external advisor at Advent prior to joining; no Item 404 transactions disclosed, but investors should monitor for future related-party dealings or consultant engagements .
  • Special meeting threshold shareholder pressure: Board recommended voting against lowering the special meeting threshold from 25% to 10% in 2025—may be viewed as conservative on shareholder rights by some investors .

• Shareholder support signals:

  • 2024 say-on-pay approval: 92.06% “FOR” (supportive governance/comp program) .
  • 2024 annual meeting director elections passed; Dubey “FOR” votes 280,714,092 vs. 31,048,850 “AGAINST” .

Fixed Compensation (Detail)

Other Directorships & Interlocks (Detail)

Board Governance (Attendance & Engagement)

Performance Compensation (Executives context for governance benchmarking)

Note: These executive metrics demonstrate rigorous pay-for-performance governance and are relevant to overall board oversight, not to director pay directly .

Equity Ownership & Policies (Directors)

• Stock ownership guideline: 5x annual retainer within five years; time-based RSUs count; options and performance-based equity do not count .
• Anti-pledging and anti-hedging: Absolute prohibition on pledging; hedging/derivatives banned, including collars/swaps .

Governance Assessment Summary

• Overall, Dubey’s independent Chair role, technology/cyber expertise, and equity-heavy director pay support investor alignment. Monitoring points include small related-party exposure to NTT via sibling relationship, and the Advent network overlap with the newly appointed CFO—no reportable conflicts today but worth tracking for future transactions .