Neil Hunn
About Neil Hunn
L. Neil Hunn is President and Chief Executive Officer of Roper Technologies and a director since 2018; he is 53 years old and previously served as EVP & COO (2017–2018) and Group VP for Roper’s medical segment (2011–2018). Prior to Roper, he spent 10 years at MedAssets in roles including CFO and President of its revenue cycle technology businesses, led its IPO, and held earlier roles at CMGI and The Parthenon Group . Under Roper’s current model, 2024 results included GAAP revenue +14% to $7.04B, adjusted EBITDA +13% to $2.83B, adjusted FCF +16% to $2.28B, with Q1’25 TSR of 13.6% and 10-/15-year TSRs of 252.7%/983.7% (vs S&P 500 242.5%/602.7%) . Roper employs an independent board chair (Amy Woods Brinkley); Hunn is a non-independent director, which mitigates CEO/Chair dual-role risks .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Roper Technologies | President & CEO | 2018–present | Led portfolio transformation to asset-light software, disciplined capital deployment; responsible for tens of billions in acquisitions . |
| Roper Technologies | EVP & COO | 2017–2018 | Enterprise-wide operating leadership ahead of CEO transition . |
| Roper Technologies | Group VP, Medical Segment | 2011–2018 | Drove significant growth in medical technology and application software businesses . |
| MedAssets (SaaS) | EVP & CFO; President, Revenue Cycle Tech | 10 years (dates not disclosed) | Led IPO; executed several M&A transactions; scaled SaaS revenue cycle franchise . |
| CMGI; The Parthenon Group | Various roles | Not disclosed | Strategy, incubator/operating experience informing M&A, capital markets execution . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Deere & Company | Director | 2023–present | Current public directorship; committee roles not disclosed . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Target Bonus (% of salary) | 200% (maintained) | 200% | 200% |
| Actual Annual Bonus ($) | 2,000,000 | — (see table) | 2,282,000 (114.1% of target; adj. EBITDA +12.8%) |
Perquisites and other cash benefits (2024):
- Perquisites: personal aircraft ($225,000), company car ($24,000), club memberships ($14,335), medical services ($4,500), financial planning ($30,000) .
- Company contributions to defined contribution/deferred plans (reported in “All Other Compensation”): $1,562,729 (note includes amounts linked to 2023 CEO special cash incentive deferral) .
- Non-Qualified Deferred Compensation (2024): Executive contributions $2,052,956; Company contributions $1,536,854; aggregate earnings $358,173; ending balance $4,251,960 .
Performance Compensation
Annual Cash Incentive (2024 design and outcome)
| Metric | Threshold | Target | Overdrive 1 | Overdrive 2 | Cap | 2024 Result |
|---|---|---|---|---|---|---|
| Adjusted EBITDA growth YoY | ≥3% | 10% | 14% (+20% of target) | 18% (+30% of target) | 150% of target | +12.8% growth; payout 114.1% of target |
Individual payouts (2024):
| Executive | Threshold ($) | Target ($) | Max ($) | Actual ($) |
|---|---|---|---|---|
| L. Neil Hunn | 600,000 | 2,000,000 | 3,000,000 | 2,282,000 |
Key design notes: Caps to avoid excessive risk-taking; annual bonuses tied to objective financials; 2024 shift from adjusted net earnings growth to adjusted EBITDA growth to better align with growth strategy .
Long-Term Equity Incentives
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Option Awards (grant-date FV, $) | 4,632,053 | 4,632,002 | 4,847,184 |
| Performance RSUs (grant-date FV, $) | 13,896,152 | 13,982,907 | 15,023,657 |
| Vesting cadence | Options: cliff at 3 years | Same | Same |
| PRSU metrics | Cumulative adj. EBITDA + relative OCF margin (2022 grant) | Same (legacy awards) | 3-yr adjusted net earnings CAGR; TSR modifier; Overdrive up to 200% |
| 2024 PRSU target structure | — | — | Target RSUs vest at 100% for ~3–10% adjusted net earnings CAGR; 35% vesting at flat; Overdrive +40%/+60% at 14%/18% CAGR; TSR modifier ±25% at ≤30th/≥80th percentile of S&P 500 (cap 200%) |
| 2024 grant details (shares/options) | — | — | 26,537 PRSUs; 27,875 options at $555.20 strike (10-yr term) |
Prior award vesting: 2022 performance-based restricted shares (29,403 for Hunn) vested in Nov 2024 after performance met above-target thresholds (Adjusted EBITDA $7.275B vs $6.035B target; Relative operating cash flow 92nd percentile) .
Pay-mix: ~96% of CEO target direct compensation at risk/performance-based in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 515,663 shares; less than 1% of outstanding . |
| Options exercisable within 60 days (incl. in beneficial ownership) | 335,544 . |
| Unvested restricted equity at 12/31/2024 | 59,202 shares/units valued at $30,776,160 (@ $519.85) comprising 32,665 restricted shares (granted 3/14/23; vest Mar 2026) and 26,537 PRSUs (granted 3/12/24; vest Mar 2027, performance-based) . |
| Outstanding unvested options (key tranches) | 41,044 @ $464.52 (granted 1/12/22; vest Jan 2025); 35,928 @ $428.07 (granted 3/14/23; vest Mar 2026); 27,875 @ $555.20 (granted 3/12/24; vest Mar 2027) . |
| 2024 equity activity | Exercised 30,000 options (value realized $12,482,091); 29,403 stock awards vested (value $15,904,377) . |
| Ownership guidelines | CEO: 7× base salary; all NEOs in compliance at FY’24 end . |
| Hedging/pledging | Prohibited; exception only applies to one independent director (not Hunn) . |
Vesting/selling pressure implications:
- 2025–2027 vesting cadence (Jan 2025 options; Mar 2026 restricted shares/options; Mar 2027 PRSUs/options) can create episodic liquidity needs; 2024 significant exercises/vests indicate periodic monetization capacity, though sales are not disclosed in proxy (monitor future Form 4s) .
Employment Terms
| Provision | Summary |
|---|---|
| Offer letter | 8/18/2011 offer letter: if terminated without cause → severance equal to current base salary (1×) + 1 year medical benefits . |
| Change-in-control (CIC) equity | Double trigger: if within 2 years post-CIC terminated without cause or for good reason (or awards not assumed), options vest, time-based restrictions lapse, and performance awards deemed earned at target (subject to plan conditions); no excise tax gross-ups . |
| Potential payments (as of 12/31/2024) | By company without cause: $1,000,000 cash + $27,593 medical benefits . CIC (involuntary): $1,000,000 cash + $27,593 medical + equity acceleration valued at $37,343,596 (total $37,372,189) comprising 2022/2023 options and 2023 restricted shares/2024 PRSUs at $519.85 per share . |
| Non-compete/Non-solicit | Not disclosed in proxy . |
| Clawback | Nasdaq-compliant clawback for restatements; supplemental misconduct clawback adopted in 2024 (applies to cash/equity, including time-based) . |
Board Governance (Hunn as Director)
- Board service: Director since 2018; non-independent; current Board has independent Chair (Brinkley) and all committees are independent; mitigates CEO/Chair dual-role concerns .
- Committees: Hunn has no committee assignments (Audit, Compensation, Nominating/Governance, Executive all independent membership) .
- Board activity: Board held 6 meetings in 2024; all directors attended >75% of meetings; Executive sessions led by Independent Chair .
- Director pay: Employee-director Hunn receives no director compensation (comp covered under NEO pay) .
Director Compensation (context)
- Non-employee director program emphasizes equity ($385,000 annual equity; $60,000 cash retainer; supplemental retainers for Chair/committee chairs; equity vests 50% at 6 months and 50% before next annual meeting) .
- Director stock ownership guideline: 10× annual cash retainer ($600,000) within 5 years; all directors in compliance .
Compensation Structure Analysis (alignment signals)
- High at-risk mix: 96% of CEO target direct compensation tied to performance/stock; 3-year vesting on all equity; PRSUs 100% performance-based; no pure time-based restricted stock .
- Metric evolution: 2024 shifted annual bonus to adjusted EBITDA growth and LTI to adjusted net earnings CAGR with a relative TSR modifier; 2025 raises performance rigor thresholds (higher entry/target hurdles) .
- Shareholder feedback: 2024 Say-on-Pay support >89%; company engaged large holders and refined program over recent years .
- Guardrails: No option repricing without shareholder approval; no single-trigger CIC; no excise tax gross-ups; anti-hedging/pledging; robust clawback .
Performance & Track Record
- 2024 performance: GAAP revenue $7.04B (+14%); adjusted EBITDA $2.83B (+13%); adjusted FCF $2.28B (+16%); $3.6B deployed across vertical software acquisitions (Procare $1.86B, Transact $1.60B) .
- Shareholder returns: Q1’25 TSR 13.6% vs S&P 500 -4.3%; 10-year TSR 252.7% and 15-year TSR 983.7% (CAGR 13.4%/17.2%) .
- Dividend: 2024 dividend +10%; 32nd consecutive annual increase .
Ownership, Related-Party, and Risk Indicators
- Beneficial ownership structure: Includes 92,808 shares held via an LP owned by trusts for Hunn and spouse (estate planning vehicle) .
- Pledging/hedging: Prohibited; exception applies only to a retiring independent director; no indication of Hunn pledging .
- Related-party transactions: None in 2024 .
- Section 16 compliance: Two inadvertent late filings for directors (not Hunn) .
Compensation Peer Group (benchmarking context)
- Peer group updated in 2024: added Cadence Design Systems and Zoom; removed Motorola Solutions; reflects software/tech shift and private-equity-like model; peers include Salesforce, Adobe, Intuit, ServiceNow, Palo Alto Networks, KKR, Blackstone, among others .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval rates: >89% (2024), >93% (2023), >90% (2022); outreach to large holders to address concerns and evolve design .
Tables
Summary Compensation: L. Neil Hunn
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,000,000 | 1,000,000 | 1,000,000 |
| Stock Awards (PRSU FV) | 13,896,152 | 13,982,907 | 15,023,657 |
| Option Awards (FV) | 4,632,053 | 4,632,002 | 4,847,184 |
| Non-Equity Incentive (Annual Bonus) | 2,000,000 | — (see proxy) | 2,282,000 |
| All Other Compensation | 365,160 | 512,211 | 533,781 |
| Total | 21,893,365 | 41,295,585 | 23,686,622 |
Outstanding Equity and Vesting (Selected)
| Grant/Type | Quantity | Strike | Vest Date | Expiration |
|---|---|---|---|---|
| Options (1/12/2022) | 41,044 (unvested) | $464.52 | Jan 2025 | Jan 12, 2032 |
| Options (3/14/2023) | 35,928 (unvested) | $428.07 | Mar 2026 | Mar 14, 2033 |
| Options (3/12/2024) | 27,875 (unvested) | $555.20 | Mar 2027 | Mar 12, 2034 |
| Restricted Shares (3/14/2023) | 32,665 (unvested) | — | Mar 2026 (performance-based) | — |
| PRSUs (3/12/2024) | 26,537 (target; unvested) | — | Mar 2027 (performance-based) |
Potential Payments Upon Termination/CIC (as of 12/31/2024)
| Scenario | Cash ($) | Medical ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| By Company Without Cause | 1,000,000 | 27,593 | — | 1,027,593 |
| CIC then Involuntary Termination | 1,000,000 | 27,593 | 36,344,596 (2022/2023 options + 2023 RS + 2024 PRSUs) | 37,372,189 |
Investment Implications
- Alignment: Program is highly performance-weighted (96% at-risk), with 3-year vesting and PRSUs tied to adjusted net earnings CAGR and a relative TSR modifier; 2025 hurdles increase rigor—supportive of long-term compounding and lowers “pay-for-pulse” risk .
- Retention/overhang: Significant unvested equity through 2027 (options and PRSUs) plus ownership guideline compliance incentivize tenure; monitor periodic liquidity around vest dates (2025–2027) given 2024 option exercises and vesting magnitude .
- Change-in-control economics: Modest cash severance (1× salary) but meaningful equity acceleration at target upon double-trigger CIC; not overly shareholder-unfriendly (no excise tax gross-ups, double-trigger only) yet represents sizable dilution/cost in a transaction .
- Governance quality: Independent Chair, independent committees, anti-hedging/pledging, robust clawbacks, strong Say-on-Pay (>89%) reduce governance and compensation risk; no related-party transactions identified in 2024 .
- Performance execution: Continued FCF compounding (+16% in 2024), accretive software M&A ($3.6B deployed), and long-term TSR outperformance point to strong execution under Hunn; near-term bonus metric pivot to EBITDA growth and LTI to adjusted net earnings + TSR increases line of sight to profitable growth and capital discipline .