John Murphy
Director at ROP
Board
About John F. Murphy
John F. Murphy, age 56, is an independent director of Roper Technologies and has served on the Board since 2024. He was appointed to the Board on April 8, 2024, and currently serves on the Audit Committee. Murphy is a former Executive Vice President and Chief Financial Officer of Adobe Inc. and brings deep finance, accounting, software, and cybersecurity expertise; the Board has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Inc. | EVP & CFO | Apr 2018 – Oct 2021 | Senior finance leadership of multinational software company |
| Adobe Inc. | SVP, Chief Accounting Officer & Corporate Controller | Mar 2017 – Apr 2018 | Led accounting and reporting |
| Qualcomm Inc. | SVP, Chief Accounting Officer & Corporate Controller | Sep 2014 – Mar 2017 | Finance and controls for leading semiconductor/technology firm |
| DIRECTV Inc. | SVP, Controller & CAO | Nov 2007 – Aug 2014 | Enterprise controller leadership |
| DIRECTV Inc. | VP & General Auditor | Oct 2004 – Nov 2007 | Internal audit leadership |
| Experian; Nestlé; ARCO | Various finance and accounting roles | Not disclosed | Multi-industry finance experience |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Pure Storage, Inc. | Director | Current | Public company directorship; committees not disclosed here |
| LegalZoom.com, Inc. | Director | Current | Public company directorship; committees not disclosed here |
Board Governance
- Independence and tenure: Independent; director since 2024 (1 year as of 2025 slate) .
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert by the Board .
- Meeting cadence and attendance: Board met 6 times in 2024; all directors attended >75% of total Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-management directors meet in executive session at least five times a year, chaired by the Independent Chair .
- Outside boards policy: Directors may serve on no more than three other public company boards in addition to Roper; Murphy serves on two (within policy) .
- Independence determinations: All directors except the CEO are independent; all Audit Committee members are independent under Nasdaq/SEC rules .
Fixed Compensation
Director compensation structure (non-employee):
- Annual cash retainer: $60,000 .
- Supplemental chair retainers: $125,000 (Independent Chair); $5,000 (Audit Chair); $5,000 (Compensation Chair); $5,000 (Nominating & Governance Chair) .
- Annual equity award: $385,000 economic value; vests 50% at six months and 50% the day prior to the next Annual Meeting; pro-rated for mid-year appointments .
2024 director compensation (Murphy):
| Component | Amount ($) |
|---|---|
| Cash fees | 40,000 |
| Stock awards (grant-date fair value) | 450,000 (includes partial-year appointment grant) |
| Total | 490,000 |
Notes: Cash retainer and equity awards pro-rated for 2024 appointment on April 8, 2024 .
Performance Compensation
- Director equity is time-vested restricted stock/RSUs; not conditioned on performance metrics. Vesting: 50% six months after grant; 50% the day prior to the next Annual Meeting; dividends apply per plan design; equity is pro-rated for new directors .
- Therefore, no performance-metric table applies to director equity at Roper (unlike NEO equity which is performance-based) .
Vesting schedule illustration (Director Plan):
| Grant Type | Economic Value | Vest 1 | Vest 2 |
|---|---|---|---|
| Annual equity award | $385,000 | 50% at 6 months | 50% day before next Annual Meeting |
Other Directorships & Interlocks
- Current public boards: Pure Storage, Inc.; LegalZoom.com, Inc. .
- Interlocks: No compensation committee interlocks disclosed; none of the Company’s executives served on boards/comp committees where Roper comp committee members served. Murphy is not on Roper’s Compensation Committee .
- Related-party transactions: Audit Committee oversees related person transactions; none in 2024 .
Expertise & Qualifications
- Finance and accounting expertise (former CFO, CAO/Controller); audit and risk management; software and technology; cybersecurity; M&A; global business; public board experience; talent and team development .
- Audit Committee Financial Expert designation underscores depth in financial reporting and controls .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 821 shares; <1% of class |
| Unvested restricted stock included (voting, no investment power) | 352 shares |
| Options | None disclosed for Murphy |
| Pledged or hedged shares | Anti-hedging and anti-pledging policy in place; only legacy pledging exception applies to another director (Christopher Wright); no exception disclosed for Murphy |
| Director ownership guideline | 10x annual cash retainer ($600,000) within 5 years; must retain 60% of shares until compliant; each director in compliance per company disclosure |
Fixed vs. Equity Mix (Context)
- Roper’s Director Compensation Plan emphasizes alignment through equity; limited cash retainers, no perquisites; relatively larger equity component to align with shareholder returns .
Attendance & Engagement
- 2024 Board meetings: 6; all directors >75% attendance rate; all directors attended the 2024 Annual Meeting .
- Shareholder engagement: Ongoing outreach; used Say‑on‑Pay feedback to refine compensation program .
Say‑on‑Pay & Governance Signals (Board-level oversight relevance)
- Say‑on‑Pay support: Over 89% approval at 2024 Annual Meeting; 93% in 2023; >90% in 2022 .
- Compensation consultant: Compensia retained by Compensation Committee; independent; no conflicts in 2024 .
- Clawback: Nasdaq‑compliant clawback policy plus supplemental misconduct clawback adopted in 2024 .
Potential Conflicts & Red Flags
- Related-party/insider transactions: None in 2024; Audit Committee reviews such matters .
- Hedging/pledging: Prohibited; only legacy exception for a different director; no exception for Murphy (reduces alignment risk) .
- Section 16(a) compliance: Company disclosed two inadvertent late Form 4s (not Murphy); indicates no reported filing issues for Murphy in 2024 .
- Outside board service: Policy cap of three other public boards; Murphy holds two, within limit .
Governance Assessment
- Strengths:
- Independent director with CFO-level public company experience in software and deep finance/audit expertise; designated Audit Committee Financial Expert (supports robust financial oversight) .
- Strong alignment through equity-heavy director pay and rigorous ownership guidelines with retention requirements; anti-hedging/pledging policy (alignment) .
- Solid attendance culture and active executive sessions; broad shareholder support on Say‑on‑Pay; independent compensation advisor with no conflicts (process quality) .
- Watch items:
- Director equity is time-vested (not performance-based); while standard market practice for directors, it places emphasis on share price alignment rather than explicit performance metrics .
- Multiple external directorships require time management; currently within policy limits (≤3 other boards) .