Irene Esteves
Director at ROP
Board
About Irene M. Esteves
Irene M. Esteves (age 66) is an independent director of Roper Technologies, Inc. (ROP) since 2021, serving on the Audit Committee and the Nominating & Governance Committee; she is designated by the Board as an “audit committee financial expert.” She has over three decades of senior finance leadership, currently serving as EVP & Chief Financial Officer of Spirit AeroSystems Holdings, Inc. (since June 2024), and previously held CFO roles at Time Warner Cable, XL Group, and Regions Financial. Board-wide, all non-CEO directors (including Ms. Esteves) are independent; the Board met six times in 2024 and all directors attended more than 75% of their meetings and attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit AeroSystems Holdings, Inc. | EVP & Chief Financial Officer | Since June 2024 | Senior finance leadership at a major aerospace manufacturer |
| Time Warner Cable Inc. | EVP & Chief Financial Officer | July 2011 – May 2013 | Led finance at a Fortune 500 cable operator |
| XL Group plc | EVP & Chief Financial Officer | Not disclosed | Global insurance CFO experience |
| Regions Financial Corporation | EVP & Chief Financial Officer | Not disclosed | Large U.S. regional bank CFO experience |
External Roles
| Company/Organization | Role | Since/Recent | Notes / Interlocks |
|---|---|---|---|
| KKR Real Estate Finance Trust Inc. | Director | Since 2018 | Public REIT directorship |
| Spirit AeroSystems Holdings, Inc. | Director; EVP & CFO | Director since 2015; CFO since June 2024 | Interlock to monitor: ROP director Robert D. Johnson is Chairman of Spirit AeroSystems’ board |
| Aramark | Director (past 5 years) | Former | Prior public company directorship |
| R.R. Donnelley & Sons Company | Director (past 5 years) | Former | Prior public company directorship |
Board Governance
- Independence: Independent director; all non-CEO directors and all Audit, Compensation, and Nominating & Governance (NGC) committee members are independent.
- Committee assignments (2024–2025): Audit (member), Nominating & Governance (member). Audit Committee held 10 meetings in 2024; NGC held 5.
- Audit expertise: Board determined Ms. Esteves meets SEC “audit committee financial expert” criteria.
- Attendance: Board held 6 meetings in 2024; all directors attended >75% of assigned Board/committee meetings and all attended the 2024 annual meeting.
- Board leadership: Independent Chair (Amy Woods Brinkley); executive sessions of non-management directors at least five times per year.
- Policies: Anti-hedging and anti-pledging; only legacy pledging exception applies to director Christopher Wright, not Ms. Esteves. Proxy access and majority voting are in place.
- Related-party transactions: None in 2024.
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non-employee director cash retainer |
| Committee chair fees | $0 | Chair fees exist (+$5k) but Ms. Esteves is not a chair |
| Independent Chair supplement | N/A | Applies only to Board Chair (+$125k) |
| Meeting fees | None disclosed | Plan focuses on limited cash retainers |
| Total cash (2024) | $60,000 | As reported in Director Compensation table |
Performance Compensation
| Component (Director) | 2024 Grant Value | Vesting / Structure | Performance Metrics |
|---|---|---|---|
| Annual equity award (restricted stock/RSUs) | $385,000 | 50% vests at 6 months; 50% vests day prior to next annual meeting | No performance conditions disclosed for director equity; time-based vesting; equity aligns with stock performance exposure |
- Compensation mix (2024): ~$60,000 cash vs. $385,000 equity (≈86.5% equity-heavy), aligning director pay with shareholder outcomes.
Other Directorships & Interlocks
| Related Entity | Nature of Interlock | Governance Risk Note |
|---|---|---|
| Spirit AeroSystems | Ms. Esteves is CFO and director; ROP director Robert D. Johnson is Chairman of Spirit’s board | Interlock to monitor for potential conflicts if ROP had material dealings with Spirit; ROP disclosed no related person transactions in 2024 |
Expertise & Qualifications
- Finance and accounting expertise; audit and risk oversight; M&A; global business experience; public company board experience; talent development.
- Formally designated audit committee financial expert by ROP’s Board.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership of ROP | 2,689 shares as of March 31, 2025 |
| Ownership guidelines | Directors must hold ≥10x annual cash retainer ($600,000) within five years; all directors are in compliance |
| Hedging/pledging | Prohibited; legacy pledging exception applies only to Christopher Wright (not Ms. Esteves) |
| Section 16 filings | Company reported full compliance in 2024 except two inadvertent late gifts by other directors (not Ms. Esteves) |
Governance Assessment
- Positives: Independent director with deep CFO credentials and recognized audit expertise; strong committee alignment (Audit, NGC); high attendance; equity-heavy director pay and robust ownership guidelines reinforce alignment; anti-hedging/pledging and clawback frameworks strengthen governance; no related-party transactions disclosed in 2024.
- Watch items: Board interlock via Spirit AeroSystems (Esteves as CFO/director; Johnson as Spirit’s Chair) warrants monitoring for any future transactions or information flow concerns; however, ROP reports no related person transactions for 2024 and affirms director independence standards.
- Board effectiveness context: Board met 6 times (2024) with active committee cadence (Audit 10; NGC 5); independent Chair and frequent executive sessions support oversight.
Overall, Ms. Esteves brings strong financial oversight and audit expertise with solid independence and alignment; the main governance consideration is the Spirit AeroSystems interlock, which should be observed for any future related-party exposure or overlapping interests.