John Stipancich
Executive Vice President, General Counsel and Corporate Secretary at ROP
Executive
About John Stipancich
Executive Vice President, General Counsel and Corporate Secretary at Roper Technologies since June 23, 2016, previously EVP & CFO and General Counsel at Newell Brands; earlier roles at Evenflo, Borden, and Squire Patton Boggs. Education: JD, The Ohio State University; BS Accounting, University of Toledo . Age disclosed as 50 in the 2019 proxy and 51 in the 2020 proxy, indicating tenure and seniority in the role . Company performance during his tenure includes strong multi-year growth in revenue from $3.79B FY16 to $7.04B FY24* and EBITDA from $1.30B FY16 to $2.81B FY24*; Roper also disclosed 5- and 10-year CAGR TSRs of 11.4% and 15.2% vs S&P 500 of 9.4% and 12.6% .
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newell Brands Inc. | EVP & CFO; General Counsel & Corporate Secretary; Executive Leader EMEA | c. 12 years | Finance, legal, and international operating leadership |
| Evenflo Company (KKR portfolio) | EVP, General Counsel & Corporate Secretary | Not disclosed | Consumer products legal leadership |
| Borden (KKR portfolio) | Assistant General Counsel | Not disclosed | Corporate law and portfolio company governance |
| Squire Patton Boggs | Associate (legal career start) | Not disclosed | Foundational legal training at international law firm |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $770,000 | $800,000 | $835,000 |
| Target Bonus (% of salary) | 125% | 125% | 125% |
| Actual Annual Bonus Paid ($) | $962,500 | $1,000,000 | $1,190,919 |
Performance Compensation
Annual Cash Incentive – Design and Outcomes
| Metric/Outcome | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Performance Metric | Adjusted net earnings, continuing ops | Adjusted net earnings, continuing ops | Adjusted EBITDA growth |
| Threshold for any payout | $1.352B (≥+2.5% YoY) | $1.563B (≥+2.5% YoY) | ≥3% EBITDA growth |
| Target for 100% payout | $1.451B (+10%) | $1.677B (+10%) | +10% EBITDA growth |
| Overdrive/Max mechanics | N/A | N/A | 14%→+20%; 18%→+30% of target; max 150% |
| Actual Company Result | $1.525B (+15.7%) | $1.795B (+17.7%) | +12.8% EBITDA growth |
| Payout (% of target) | 100% | 100% | 114.1% |
| Bonus Paid to Stipancich ($) | $962,500 | $1,000,000 | $1,190,919 |
Long-Term Stock Incentives – Grants, Metrics, Vesting
| Attribute | FY 2022 Grant | FY 2023 Grant | FY 2024 Grant |
|---|---|---|---|
| Instrument | Performance-based restricted stock; stock options | Performance-based restricted stock; stock options | Performance-based RSUs; stock options |
| Grant-Date Fair Value ($) | Stock $2,650,000; Options $920,000 | Stock $3,471,648; Options $1,150,007 | RSUs $4,338,897; Options $1,399,988 |
| Target Shares | 5,607 perf. shares (Jan 2022 awards) | 8,110 perf. shares (Mar 14, 2023) | RSUs: Threshold 2,682; Target 7,664; Max 15,328 (Mar 12, 2024) |
| Option Grants (shares, strike) | Multiple tranches (see Ownership) | 8,920 options @ $428.07 (Mar 14, 2023) | 8,051 options @ $555.20 (Mar 12, 2024) |
| LT Metrics | 50% cumulative Adjusted EBITDA; 50% relative operating cash flow margin vs S&P 500 | 50% cumulative Adjusted EBITDA; 50% relative operating cash flow margin vs Modified S&P 500 | Adjusted net earnings CAGR (3-year) with relative TSR modifier; Overdrive up to 200% total vest |
| TSR Modifier | None disclosed | None disclosed | 30th–80th percentile modifier (−25% to +25%), cap at 200% |
| Vesting | Upon performance certification; Nov 2024 for Jan 2022 awards | Performance certification; Mar 2026 | Performance certification; Mar 2027 |
Equity Ownership & Alignment
Outstanding Equity and Vesting Schedule (as of Dec 31, 2024)
| Component | Detail |
|---|---|
| Options – Exercisable | 4,500 @ $228.84 exp. 06/09/2027; 15,000 @ $275.69 exp. 01/19/2028; 15,000 @ $270.30 exp. 01/15/2029; 11,414 @ $372.60 exp. 01/14/2030; 9,647 @ $413.15 exp. 01/13/2031 |
| Options – Unexercisable | 8,152 @ $464.52 (granted 01/12/2022; vest Jan 2025); 8,920 @ $428.07 (granted 03/14/2023; vest Mar 2026); 8,051 @ $555.20 (granted 03/12/2024; vest Mar 2027) |
| RS / RSUs – Not Vested | 15,774 shares/units; Market value $8,200,114 (at $519.85 close) |
| Ownership Guidelines | 3× base salary for NEOs; retain 60% of net shares until compliant; all NEOs in compliance at FY2024 year-end |
| Hedging/Pledging | Prohibited for executives; legacy exception applies only to one director (Christopher Wright) |
Historical Beneficial Ownership (reference)
| Date | Shares Beneficially Owned |
|---|---|
| March 31, 2020 | 57,544 shares (incl. options exercisable within 60 days and unvested restricted) |
Employment Terms
Potential Payments Upon Termination or Change-in-Control (Stipancich; 12/31/2024 basis)
| Scenario | Cash ($) | Accelerated Equity – Options ($) | Accelerated Equity – Stock/RSUs ($) | Continued Medical ($) | Total ($) |
|---|---|---|---|---|---|
| By Employee for Good Reason | $0 | $0 | $0 | $0 | $0 |
| By Company Without Cause | $2,025,919 | $0 | $0 | $27,593 | $2,053,512 |
| Change in Control (involuntary) | $2,025,919 | $1,269,728 (2022 $451,050; 2023 $818,678) | $8,200,114 (2023 $4,215,984; 2024 RSU $3,984,130) | $27,593 | $11,523,354 |
- Equity vesting is “double-trigger”: acceleration if terminated within two years post-CIC for good reason or by acquirer without cause; options fully exercisable; time-based restrictions lapse; performance awards deemed earned at target subject to plan conditions .
- No excise tax gross-ups; severance pay and use of employment agreements are limited .
- Clawback policy compliant with SEC/Nasdaq; supplemental misconduct clawback adopted in 2024; anti-hedging/anti-pledging enforced .
Governance and Say-on-Pay Context
- Say-on-Pay support: 2021 84.3%; 2022 90.1%; 2023 >93%; 2024 >89% approval .
- Compensation Committee uses an independent consultant (Compensia) and maintains pay-for-performance linkage and three-year equity vesting; no time-based restricted equity for executives .
Company Performance Snapshot (tenure context)
| Metric | FY 2016 | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 3,789,900,000* | 4,607,500,000* | 5,191,200,000* | 4,727,700,000* | 4,022,400,000* | 4,833,800,000* | 5,371,800,000* | 6,177,800,000* | 7,039,200,000* |
| EBITDA ($) | 1,303,600,000* | 1,555,200,000* | 1,763,400,000* | 1,737,100,000* | 1,574,500,000* | 1,951,500,000* | 2,174,600,000* | 2,500,400,000* | 2,809,600,000* |
| Values retrieved from S&P Global. |
Investment Implications
- Pay-for-performance alignment is strong: annual bonus and 100% of long-term equity are tied to objective financial metrics, with 2024 program shifts to adjusted EBITDA (cash bonus) and adjusted net earnings CAGR + TSR modifier (equity) that can pay up to 200% only for exceptional multi-year growth .
- Retention risk appears contained: three-year cliff vesting and double-trigger CIC terms, combined with ownership guidelines and anti-pledging, reduce early exit incentives; severance cash is modest relative to equity acceleration, implying alignment with shareholder outcomes .
- Potential insider selling pressure: upcoming option vesting tranches in 2025–2027 and RS/RSU vestings (March 2026/2027) could create scheduled liquidity events; monitor Form 4 activity around January/March vest dates .
- Execution track record: multi-year growth in revenue/EBITDA and high say-on-pay support indicate effective capital deployment and governance; the 2024 metric redesign increases rigor and upside tied to true economic performance and TSR benchmarking .
Notes: All compensation, grant, vesting, ownership, and governance items are sourced from Roper Technologies’ DEF 14A and 8-K filings cited above. Company financials marked with an asterisk (*) are from S&P Global via GetFinancials.