Robert Johnson

About Robert D. Johnson

Robert D. Johnson, age 77, has served as an independent director of Roper Technologies since 2005 (20 years of service). He is currently Chairman of Spirit AeroSystems Holdings and previously served as CEO of Dubai Aerospace Enterprise and President/CEO of Honeywell Aerospace (and predecessor AlliedSignal) with earlier roles at AAR Corporation and GE Aviation, bringing deep aerospace, manufacturing, and operational leadership to the board . He is independent under Nasdaq/SEC standards; all directors except the CEO were affirmatively determined independent in 2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Dubai Aerospace Enterprise Ltd.	Chief Executive Officer	Aug 2006 – Dec 2008	Led global aerospace engineering/services company
Honeywell Aerospace	Chairman; President & CEO	Chairman Jan 2005–Jan 2006; President & CEO 1999–2005	Led major aerospace supplier; governance and executive compensation expertise
AlliedSignal (predecessor to Honeywell Aerospace)	President & CEO	Pre-1999 (predecessor period)	Managed aerospace/automotive/engineering operations
AAR Corporation	Management roles	Not disclosed	Aviation services exposure
GE Aviation	Management roles	Not disclosed	Engine supplier experience

External Roles

Company	Role	Since/Through	Notes
Spirit AeroSystems Holdings, Inc.	Chairman of the Board	Chairman since 2006	Current public company directorship
SIFCO Industries, Inc.	Director	Since 2024	Current public company directorship
Spirit Airlines, Inc.	Director	2010 – Mar 2025	Prior public company board; ended Mar 2025

Board Governance

Committee assignments (ROP): Compensation Committee; Nominating & Governance Committee .
Independence: Independent director (affirmed by board independence review) ; listed as “Independent” in director slate .
Attendance: Board held 6 meetings in 2024; Audit (10), Compensation (6), Nominating & Governance (5); all directors attended >75% of assigned Board and committee meetings in 2024 .
Board leadership: Independent Chair separate from CEO; executive sessions of non-management directors held at least five times per year .
Overboarding limits: ROP guidelines limit to no more than 3 other public company boards; CEOs limited to 1 other board—compliant with two current outside boards (SIFCO, Spirit AeroSystems) .
Tenure/retirement: Joined in 2005; mandatory retirement age is 80 for directors who joined before 2020 .

Fixed Compensation (Director)

Year	Cash Retainer ($)	Committee/Chair Fees ($)	Total Cash ($)	Notes
2024	60,000	0	60,000	Standard director retainer; no meeting fees; committee chair fees are $5K but not applicable to Johnson

Performance Compensation (Director Equity)

Year	Equity Type	Grant Value ($)	Vesting	Performance Metrics
2024	Restricted stock/RSUs	385,000	50% at 6 months; 50% the day prior to next Annual Meeting	None – director equity not performance-based

Director plan emphasizes alignment via equity: $385K annual equity award valued at grant-date closing price; dividends/RSUs follow plan terms; no perquisites; cash retainer $60K; supplemental chair retainers apply only to designated chairs (e.g., Independent Chair $125K) .

Other Directorships & Interlocks

Current public boards: Spirit AeroSystems (Chairman), SIFCO Industries (Director) .
Recent prior: Spirit Airlines (Director through March 2025) .
Compensation Committee interlocks: Company disclosed no interlocks; 2024 Compensation Committee members included Johnson .

Expertise & Qualifications

Executive leadership; manufacturing, supply chain, engineering and production; M&A; global operations; public company governance and executive compensation; talent and team development .

Equity Ownership

Holder	Beneficial Ownership (Shares)	Percent of Class	Notes
Robert D. Johnson	3,867	<1%	Reported as of March 31, 2025
Director ownership guideline	$600,000 value (10x $60K cash retainer)	—	All directors are in compliance with guidelines

Pledging/hedging: ROP prohibits hedging/pledging; only grandfathered exception is for another director (Christopher Wright). No exception or pledging disclosed for Johnson .

Insider Trades and Section 16 Compliance

Item	Status/Disclosure
Section 16(a) compliance (2024)	Company states all required filings complied except late gifts by two other directors (Wright, Archambeau). No delinquency disclosed for Johnson .
Anti-hedging/anti-pledging	Policy in place; pledging exception applies only to another director (Wright) .
Related-person transactions (2024)	None—Audit Committee reported no related person transactions .

Governance Assessment

Strengths
- Independent director with 20-year tenure and deep operating expertise relevant to capital deployment and portfolio oversight; serves on Compensation and Nominating & Governance committees .
- Strong alignment via director compensation design (majority in equity; limited cash), with clear ownership guidelines and board-wide compliance .
- No related-party transactions, no hedging/pledging exceptions for Johnson, and no Section 16 delinquencies disclosed for him—clean governance signals .
- Compensation Committee independence affirmed; no interlocks; use of independent compensation consultant (Compensia) supports robust process .
Watch items / potential risks
- Age 77 approaches ROP’s mandatory retirement age of 80 for pre-2020 appointees—board refreshment/continuity planning consideration .
- Outside commitments: Chairman at Spirit AeroSystems plus an additional public board (SIFCO); still within ROP’s overboarding limits, but monitoring workload remains prudent for committee effectiveness .
Shareholder context
- Say‑on‑Pay support remained high (89% in 2024), indicating overall investor confidence in compensation oversight—relevant given Johnson’s role on the Compensation Committee .
- All directors exceeded the 75% attendance threshold in 2024; committees met regularly (Audit 10; Compensation 6; Nominating & Governance 5), supporting engagement .