Stacey Walker
FortiveAbout Stacey Walker
Stacey A. Walker is Senior Vice President – Human Resources at Fortive, serving as an executive officer since 2016 and age 54 as of February 25, 2025 . She joined the Fortive platform pre‑separation via Danaher’s spin setup with a start date of October 1, 2015 to lead HR for the “NewCo” that became Fortive, reporting to CEO Jim Lico . Her incentive pay is explicitly tied to company performance (Adjusted EPS, Free Cash Flow, Core Revenue Growth) and multi‑year PSUs aligned to relative TSR vs. the S&P 500 and three‑year Core Revenue Growth; Fortive achieved 28.4% Adjusted EBITDA margin in 2024, which earned incremental RSUs for NEOs and a 106.2% composite factor drove Ms. Walker’s 2024 bonus payout of $597,600 . Fortive maintains strong alignment policies including 3x salary stock ownership requirements for non‑CEO executives, no pledging or hedging, and robust clawback provisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Danaher (Chemtreat business) | Vice President – Human Resources | 2008–Nov 2012 | Led HR for Chemtreat; foundational leadership experience preceding corporate talent roles |
| Danaher | Vice President – Talent Planning | Dec 2012–Dec 2013 | Built enterprise talent planning capabilities |
| Danaher | Vice President – Talent Management | Jan 2014–Jul 2016 | Led talent management across Danaher; direct pipeline to Fortive leadership |
| TGA Employment Services LLC (Danaher spin‑subsidiary for “NewCo”) | Senior Vice President – Human Resources (Fortive platform pre‑separation) | Start Oct 1, 2015 | Established HR leadership for the new industrial growth company; role reporting to CEO Jim Lico |
External Roles
No public company directorships or external board roles are disclosed for Ms. Walker in Fortive’s 10‑K executive officer sections or recent proxy statements .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $625,000 | $625,000 |
| Target Bonus (%) | 85% | 90% |
| Target Bonus ($) | $531,250 | $562,500 |
| Final Composite Performance Factor (%) | 118.1% | 106.2% |
| Actual Bonus Paid ($) | $627,406 | $597,600 |
Performance Compensation
Annual Incentive – Company Performance Factor (applies to all NEOs)
| Metric | Weighting | Design Notes |
|---|---|---|
| Adjusted EPS | 60% | Targets set at mid‑to‑high range of initial investor guidance |
| Free Cash Flow | 20% | Aligned with investor expectations |
| Core Revenue Growth | 20% | Aligned with growth execution |
Annual Incentive – Stacey Walker Strategic Performance Factor (illustrative, most recent disclosure)
| Category | Weight | Goal | Noted Performance | Weighted Payout |
|---|---|---|---|---|
| Extraordinary Teams | 40% | Attract/retain/develop top talent to deepen succession and talent funnels | Two CEO‑ready successors; ~33% YoY improvement in executive succession funnel; mid‑single‑digit improvement in OpCo President funnel; mid‑teens improvement in Product talent funnel | 50% |
| Customer Success | 40% | Deploy new HR operating model to improve efficiency/quality outcomes | Global shared services, payroll, TA stood up on time/on budget; most SLAs/KPIs met/exceeded | 50% |
| Kaizen | 20% | “FBS for HR” strategy; deepen stakeholder connection through brand | Alignment between FBSO & Leadership Development; delivered commitments; exceeded Employee Attraction Campaign conversion goal | 30% |
| Total Strategic Performance Factor | — | — | — | 130% |
Long‑Term Incentive Structure (2024 grant design)
| Instrument | Weighting/Mix | Key Terms |
|---|---|---|
| PSUs | Part of 2024 LTI; $1,250,000 target value for Walker | 60% rTSR vs S&P 500 over 3 years; 40% 3‑year average Core Revenue Growth; one‑year post‑vesting holding; no proration before full 3‑year period |
| RSUs | $625,000 target value for Walker | Ratable vesting on 3rd and 4th anniversaries; “incremental” RSUs (10%–50% of base) tied to Adjusted EBITDA Margin |
| Stock Options | $625,000 target value for Walker | Ratable vesting on 3rd and 4th anniversaries; strike = closing price on grant date |
2024 RSU Performance Measure Outcome
| Performance Goal | Threshold | Maximum | Actual 2024 | Incremental RSUs Earned (Walker) |
|---|---|---|---|---|
| Adjusted EBITDA Margin | 28.4% → +10% of base RSUs | 29.2% → +50% of base RSUs | 28.4% | 743 incremental RSUs on 7,430 base RSUs |
2024 Grants of Plan‑Based Awards – Stacey Walker
| Grant Date | Award Type | Threshold | Target | Maximum | Units/Strike | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| — | Annual Cash Incentive | $180,000 | $562,500 | $1,125,000 | — | — |
| 3/4/2024 | Stock Options | — | — | — | 22,510 options @ $84.79 | $754,369 |
| 3/4/2024 | RSUs | 7,430 (threshold/base) | 7,430 (base) | 11,145 (max w/ incremental) | — | $622,411 |
| 3/4/2024 | PSUs | 2,228 | 14,855 | 29,710 | — | $1,331,127 |
PSU Targets by Year (counts at target)
| Year of Grant | Target PSUs (Walker) |
|---|---|
| 2023 (granted 2/27/2023) | 16,540 |
| 2024 (granted 3/4/2024) | 14,855 |
PSU Payout Mechanics (current design)
| Metric | Target Definition | Payout Curve | Caps/Floors |
|---|---|---|---|
| rTSR vs S&P 500 | 3‑year relative TSR ranking | 0%–200% (25th percentile = 25%; 55th percentile target; 75th percentile max) | If absolute TSR negative, max 100% of TSR PSUs vest regardless of relative rank |
| Core Revenue Growth | 3 consecutive annual Core Revenue Growth targets | 0%–200%; linear interpolation between levels | 1‑year holding period after vest |
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership – Shares | 139,903 | 192,462 | 56,398 |
| Percent of Class | <1% | <1% | <1% |
| Stock Ownership Guideline | 3x salary (non‑CEO execs) | 3x salary | 3x salary |
| Hedging Policy | Prohibited (derivatives, collars, swaps, etc.) | Prohibited | Prohibited |
| Pledging Policy | Prohibited | Prohibited | Prohibited |
| Clawback/Recoupment | Material restatement clawback incl. discretionary recovery of time‑based equity; gross misconduct provisions | Same | Same (Section 16 officers) |
Note: Beneficial ownership tables include shares, RSUs vesting within 60 days, options exercisable within 60 days, 401(k) stock fund, and EDIP phantom shares as defined in each proxy; methodology differences and vest timing can drive variability across years .
Employment Terms
| Term | Details |
|---|---|
| Employment Start (Fortive platform) | October 1, 2015; SVP HR for “NewCo” pre‑separation; reporting to CEO Jim Lico |
| Officer Since | 2016 (executive officer) |
| Severance Plan | Severance and Change‑in‑Control Plan for Officers; double‑trigger CIC vesting within 2 years if terminated without cause or resigns with good reason; performance‑based awards vest at target upon CIC |
| Termination Without Cause – Estimated Payments (12/31/2024 valuation) | Options accelerated value: $609,761; RSUs/PSUs accelerated value: $3,222,675; Benefits continuation: $30,243; Severance payment: $625,000; Performance‑based annual incentive award earned: $597,600; Total: $5,085,279 |
| Termination Due to CIC – Estimated Payments (12/31/2024 valuation) | Options accelerated value: $758,058; RSUs/PSUs accelerated value: $6,081,300; Benefits continuation: $30,243; Severance payment: $1,187,500; Target annual incentive award: $562,500; Total: $8,619,601 |
| Retirement/Death – Estimated Payments (12/31/2024 valuation) | Retirement totals not disclosed for Walker in 2025 table; Death total: $5,176,733 including accelerated equity and EDIP |
| EDIP (Executive Deferred Incentive Plan) | Non‑qualified, unfunded deferred compensation; vesting typically after 15 years or age 55 with ≥5 years of service; no above‑market earnings |
| Stock Ownership Requirement | 3.0x base salary for non‑CEO executive officers; beneficial ownership includes EDIP notional shares, 401(k) stock fund, and time‑based RSUs; excludes unexercised options and performance‑vest RSUs/PSUs |
| Clawback/Forfeiture | Enhanced recoupment policy for restatements and gross misconduct; unvested equity terminated upon termination for gross misconduct; EDIP balances may be forfeited upon gross misconduct |
Investment Implications
- Pay‑for‑performance alignment is robust: variable cash is tied 80% to company financials (Adjusted EPS/FCF/Core Revenue) and 20% to strategic objectives; LTI emphasizes multi‑year rTSR and Core Revenue Growth with downside caps under negative absolute TSR, reinforcing long‑term alignment .
- Near‑term vesting/supply considerations: 2024 grants vest ratably on the 3rd/4th anniversaries (RSUs and options), implying potential delivery/option exercisability around March 4, 2027 and March 4, 2028; PSUs from 2024 grant run through a 3‑year period with a one‑year post‑vesting holding, moderating immediate sell pressure .
- Retention risk appears contained under double‑trigger CIC protections and ongoing EDIP participation; severance economics (CIC total $8.62m; without cause $5.09m) plus continued pro‑rata vesting in certain scenarios reduce abrupt value loss on departure, but also create structured event‑driven exposures for shareholders during M&A cycles .
- Governance risk mitigants: absolute no‑pledging/no‑hedging policies and enhanced clawback reduce misalignment risks; ownership guideline at 3x salary further anchors skin‑in‑the‑game, though current beneficial ownership fluctuates year‑to‑year based on vest/exercise timing and measurement methodology .