Jason Conley
Executive Vice President and Chief Financial Officer at ROP
Executive
About Jason Conley
Jason P. Conley is Executive Vice President and Chief Financial Officer of Roper Technologies (since February 1, 2023). He joined Roper in 2006 and previously served as Chief Accounting Officer; earlier roles included finance leadership at Roper subsidiary Managed Health Care Associates and positions at Honeywell and Deloitte. He holds an MBA from Northwestern University’s Kellogg School of Management and a BA from the University of Washington; he was 47 as of November 15, 2022 at the time of his CFO appointment announcement . Under Roper’s current operating model, 2024 results included 14% GAAP revenue growth to $7.04B, adjusted EBITDA of $2.83B (+13%), and adjusted free cash flow of $2.28B (+16%); Q1 2025 TSR was 13.6% and 15‑year TSR 983.7% (context for the performance environment during his CFO tenure) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Roper Technologies | EVP & CFO | 2023–present | Oversees finance, capital deployment and investor relations; succeeded Rob Crisci effective Feb 1, 2023 . |
| Roper Technologies | Chief Accounting Officer | 2017–2023 | Key member of capital deployment team and led multiple corporate functions . |
| Managed Health Care Associates (Roper subsidiary) | SVP, Finance & HR | 2013–2017 | Operating finance/HR leadership at a key healthcare network platform . |
| Roper Technologies | Head of FP&A and Investor Relations | 2006–2013 | Built corporate FP&A and IR capabilities during portfolio expansion . |
| Honeywell International; Deloitte | Finance and audit roles | Pre‑2006 | Foundation in controllership/audit supporting later leadership roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | – | – | No public directorships or committee roles disclosed for Mr. Conley . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 605,000 | 675,000 | 710,000 (raised from $675k early 2024) |
| Target Bonus (% of Salary) | 125% (NEO program) | 125% | 125% |
| Actual Annual Bonus ($) | 756,250 | 843,750 | 1,012,638 (114.1% of target on 12.8% adj. EBITDA growth) |
| All Other Compensation ($) | 140,993 | 149,571 | 165,304 (club $15,351; car $30,000; medical $3,500; plan contrib. $116,453) |
Notes on annual incentive design (2024): metric shifted to adjusted EBITDA growth (threshold 3%, target 10%, 14% adds +20% of target, 18% adds +30%, 150% cap); 2024 outcome: 12.8% growth, 114.1% payout .
Performance Compensation
- Long-term equity design (granted March 12, 2024):
- Performance RSUs: target 8,212 (threshold 2,874; max 16,424), vest in March 2027, contingent on three‑year adjusted net earnings CAGR with relative TSR modifier; “overdrive” up to 200% for ≥18% CAGR; TSR modifier ±25% (30th/80th percentile bounds) .
- Stock Options: 8,626 options at $555.20 strike, 10‑year term, vest March 2027 (time-based) .
| Incentive | Metric | Target | Actual/Status | Payout/Value | Vesting |
|---|---|---|---|---|---|
| 2024 Annual Cash | Adjusted EBITDA growth | 10% | 12.8% | 114.1% of target; $1,012,638 | Paid for 2024 |
| 2024 Perf. RSUs | Adj. Net Earnings CAGR + TSR mod. | 3–10% CAGR = 100% target; ≥18% = 200% cap (with TSR mod.) | In-flight | Grant-date fair value $4,649,142 | Mar 2027 |
| 2024 Options | Time-based | – | In-flight | Grant-date fair value $1,499,975 | Mar 2027; $555.20 strike; exp. 2034 |
Historical realized/vesting (context):
- 2022 performance RSUs (plan-wide) vested in Nov 2024 above target on cumulative adjusted EBITDA and relative operating cash flow metrics (company-wide program) .
Equity Ownership & Alignment
| Ownership detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (total) | 101,937 shares | Less than 1% of class . |
| Ownership as % of shares outstanding | ≈0.095% | 101,937 / 107,519,731 shares outstanding as of Apr 16, 2025 record date . |
| Options exercisable (≤ May 30, 2025) | 70,242 | From beneficial ownership footnote . |
| Unvested restricted shares | 8,815 | Voting but no investment power until vest . |
| Unearned performance-based shares/units | 17,027 (MV $8.85M @ $519.85) | Equity incentive plan awards not yet vested as of 12/31/24 . |
| Outstanding options (unexercised) | Multiple tranches | 7,753 (2022 grant, vests Jan 2025); 9,696 (2023, vests Mar 2026); 8,626 (2024, vests Mar 2027); plus older tranches with listed strikes/expirations . |
| Stock ownership guideline | 3× base salary for NEOs; all NEOs in compliance at 2024 YE | Alignment policy; retention of 60% of net shares until compliant . |
| Hedging/pledging | Prohibited; no pledging disclosed for Conley | Anti-hedging/anti-pledging policy; exception only applies to one director (Wright) . |
Vesting and potential selling pressure timeline:
- Options: Jan 2025 (2022 grant), Mar 2026 (2023 grant), Mar 2027 (2024 grant) – time-based vesting may create windows for exercises/sales, subject to blackout policies .
- RS/RSUs: Mar 2026 (2023 restricted shares), Mar 2027 (2024 performance RSUs, subject to performance certification) .
Deferred compensation:
- 2024 non-qualified plan balance $3,323,852; 2024 executive contributions $281,677; company contributions $90,578; earnings $209,416 .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Roper maintains letter agreements only with Messrs. Hunn and Stipancich; none disclosed for Mr. Conley . |
| Severance (without cause) | No severance benefits disclosed for Mr. Conley (table shows $0 cash/benefits) . |
| Change-in-control (double trigger) | Accelerated equity vesting and option exercisability if terminated without cause or for good reason within 2 years post-CoC or if awards not assumed; estimated total value $10,170,358 as of 12/31/24 (components: 2022/2023 options $1.32M; 2023 RS $4.58M; 2024 RSUs $4.27M; no cash severance) . |
| Clawbacks | Nasdaq-compliant financial restatement clawback; supplemental misconduct clawback (cash and equity) . |
| Anti-hedging/pledging | Prohibited (see above) . |
| Perquisites | Club dues ($15,351), company car ($30,000), medical services ($3,500) for 2024; no aircraft personal use reported for Conley . |
Multi‑Year Compensation (Summary)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 605,000 | 675,000 | 710,000 |
| Stock Awards (grant-date FV) | 2,649,924 | 3,773,437 | 4,649,142 |
| Option Awards (grant-date FV) | 874,971 | 1,250,053 | 1,499,975 |
| Non-Equity Incentive | 756,250 | 843,750 | 1,012,638 |
| All Other Comp | 140,993 | 149,571 | 165,304 |
| Total | 5,027,138 | 6,691,811 | 8,037,059 |
Performance & Track Record (Context during tenure)
- Financial execution: In Q1 2025, CFO commentary highlighted revenue of $1.9B (+12%), EBITDA $740M (39.3% margin reported; core margins 40.8%), diluted EPS $4.78, free cash flow $507M (timing impacts from legal settlement and bond coupons), and net leverage 2.4x pre‑CentralReach (≈3.0x pro forma) with >$5B M&A capacity .
- Operating updates: Addressed recurring vs. non‑recurring mix durability, subscription transitions (Aderant), and margin trajectory by segment and acquisition seasonality (TRANZACT, ProCare) .
Compensation Structure Analysis
- At‑risk mix: Conley’s 2024 pay heavily equity-based (Stock Awards $4.65M; Options $1.50M) versus cash salary/bonus ($1.72M), aligning with Roper’s pay-for-performance design (90% at‑risk average for NEOs) .
- Metric rigor and evolution: 2024 introduced adjusted net earnings CAGR + relative TSR for LTI with up to 200% payout; annual bonus shifted to adjusted EBITDA growth with a capped overdrive schedule—both changes elevate growth sensitivity while preserving discipline through caps and TSR modifiers .
- Governance safeguards: Robust ownership guidelines (3× salary), anti-hedging/pledging, and dual clawbacks mitigate misalignment risk; no excise tax gross‑ups; double‑trigger equity vesting in change-in-control .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited for executives; only one independent director has grandfathered pledging—no pledging by Conley disclosed (mitigates misalignment risk) .
- Severance inflation: No individual severance agreement for Conley; change‑in‑control economics primarily tied to equity acceleration under double trigger (limits cash parachute risk) .
- Related party transactions: None in 2024 (reduces governance risk) .
Investment Implications
- Alignment and retention: High proportion of multi‑year, performance‑conditioned equity (2024 PRSUs) and sizeable unvested/uneared equity ($8.85M at 12/31/24) support retention and alignment; upcoming vesting cadences (2025–2027) create predictable windows but limited selling pressure given ownership guidelines and blackout policies .
- Execution incentives: Bonus tied to EBITDA growth and LTI tied to adj. net earnings CAGR with TSR modifier directly incentivize durable margin/earnings compounding and market‑relative performance, consistent with Roper’s M&A‑driven cash compounding model .
- Downside protection checks: Lack of cash severance and strong clawbacks/anti‑pledging reduce governance risk, while double‑trigger CoC treatment caps windfall risk absent an actual termination event .
Note: We searched for insider Form 4 filings to analyze transaction timing/volumes but did not retrieve Form 4 documents via tool search; analysis relies on proxy-reported ownership and vesting data. We searched “Jason Conley Form 4 sale RSU option exercise” for ROP and found no results [Search attempt: No information found].