Richard Wallman
Director at ROP
Board
About Richard F. Wallman
Richard F. Wallman (age 74) is an independent director of Roper Technologies and has served on the Board since 2007 (18 years of service) . He is the retired Chief Financial Officer and Senior Vice President of Honeywell International Inc. (and predecessor AlliedSignal, Inc.) with prior senior financial roles at IBM and Chrysler, bringing deep finance, accounting, global operations, and risk management expertise; he is designated by the Board as an “audit committee financial expert” . He is currently Audit Committee Chair and a member of the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International Inc. / AlliedSignal, Inc. | Chief Financial Officer and Senior Vice President | 1995–2003 | Led finance for diversified industrial, strengthened controls and capital deployment |
| IBM Corporation | Senior finance positions | Not disclosed | Financial systems and controls experience |
| Chrysler Corporation | Senior finance positions | Not disclosed | Automotive finance, risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CECO Environmental Corp. | Director | Since 2021 | Governance oversight in industrial/clean tech |
| Charles River Laboratories International, Inc. | Director | Since 2011 | Oversight in life sciences services |
| Wright Medical Group N.V. | Director (past 5 years) | Not disclosed | Medical devices governance |
| Boart Longyear Ltd. | Director (past 5 years) | Not disclosed | Natural resources governance |
| Extended Stay America, Inc. | Director (past 5 years) | Not disclosed | Lodging sector oversight |
| SmileDirectClub, Inc. | Director (past 5 years) | Not disclosed | Consumer oral care oversight |
| Spirit Airlines, Inc. | Director (past 5 years) | Not disclosed | Airlines governance |
Board Governance
- Committees: Audit (Chair) and Executive Committee member .
- Independence: Board affirmatively determined independence for all directors except the CEO; all Audit, Compensation, and Nominating & Governance members are independent .
- Attendance: Board held six meetings in 2024; all directors attended >75% of Board and committee meetings assigned and attended the 2024 Annual Meeting .
- Audit Committee cadence and expertise: Audit Committee held 10 meetings in 2024; Wallman and four other members meet SEC “audit committee financial expert” criteria .
- Executive sessions: Non-management directors meet in executive session at least five times per year under the Independent Chair .
- Outside boards policy: Company guidelines limit directors to no more than three other public boards; Wallman’s current two public boards are within limits .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 10 | Financial reporting oversight, ERM, whistleblower procedures; PwC independence and ICFR reviewed |
| Executive | Member | 0 | Has authority to act between Board meetings; no meetings in 2024 |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non-employee director cash retainer |
| Committee chair fee (Audit Chair) | $5,000 | Supplemental annual cash retainer for Audit Chair |
| Meeting fees | $0 | No per-meeting fees disclosed |
| 2024 cash received (Wallman) | $65,000 | Fees earned/pd in cash for 2024 |
- No perquisites for directors; reasonable travel reimbursements only .
Performance Compensation
| Component | Grant Date Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual equity award (restricted stock/RSUs) | $385,000 | 50% vests at 6 months; 50% vests day prior to next Annual Meeting | No explicit performance metrics; director equity aligns via stock exposure (time-based vesting) |
The Director Compensation Plan emphasizes equity-heavy pay to align with shareholders; awards are not subject to the executive PSUs/TSR metrics and are time-vested as described .
Other Directorships & Interlocks
- Current public boards: CECO Environmental Corp.; Charles River Laboratories International, Inc. .
- Interlocks: No related person transactions in 2024; Audit Committee reviews/approves any related party transactions; none identified involving Wallman .
- Anti-hedging/anti-pledging: Company prohibits hedging/pledging; a grandfathered pledging exception applies only to director Christopher Wright—no exception noted for Wallman .
Expertise & Qualifications
- Finance and accounting expertise; audit/reporting; risk management and controls .
- Global business, manufacturing and operations; M&A; management development .
- Extensive public company board experience; designated audit committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested Restricted Shares Included | % of Shares Outstanding |
|---|---|---|---|
| Richard F. Wallman | 20,187 | 352 | ≈0.019% (20,187 ÷ 107,519,731) |
- Director stock ownership guideline: minimum 10× annual cash base retainer ($600,000) within five years; each director is in compliance, and directors must retain 60% of shares until compliant .
- Pledging/hedging: Prohibited; no exception noted for Wallman .
- Insider activity: No Form 4 insider transactions found for Wallman from Jan 1, 2024 to Nov 20, 2025 (insider-trades tool run).
Governance Assessment
- Strengths for investor confidence:
- Long-tenured independent director with deep CFO experience; Audit Committee Chair and SEC-designated financial expert enhance oversight of reporting, ICFR, and ERM .
- Strong attendance and active committee cadence; robust independent Board processes and executive sessions .
- Equity-heavy director compensation, clear ownership guidelines, and anti-hedging/anti-pledging policies support alignment .
- No related party transactions in 2024; majority voting, proxy access, independent Chair, and declassified Board further improve governance quality .
- Say-on-Pay support of ~89% in 2024 reflects shareholder endorsement of compensation governance broadly .
- Monitoring points:
- Performance of external boards and time commitments should continue to be evaluated against Roper’s outside board limits, though Wallman is currently in compliance .
- Director equity is time-vested without performance criteria; alignment is via exposure to stock price rather than multi-year operating metrics .
Appendix: Audit Committee Report (Chair Signature)
- The Audit Committee (chaired by Wallman) recommended inclusion of audited financial statements in the 2024 Form 10-K, affirmed PwC independence, and oversaw the ICFR audit under SOX 404 .