Shellye Archambeau
Director at ROP
Board
About Shellye L. Archambeau
Shellye L. Archambeau (age 62) is an independent director of Roper Technologies, serving since 2018. She is the former CEO of MetricStream, Inc. (2002–2018) and brings executive leadership in software, technology, e‑commerce, and cybersecurity; she currently chairs Roper’s Nominating and Governance Committee and serves on the Executive Committee . The Board has affirmatively determined she is independent under Nasdaq/SEC standards; all non‑CEO directors and all members of the Audit, Compensation, Executive, and Nominating and Governance Committees are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetricStream, Inc. | Chief Executive Officer | 2002–2018 | Led a global provider of governance, risk, compliance and quality management solutions |
| Loudcloud, Inc. | Chief Marketing Officer; EVP, Sales | Not disclosed | Provider of internet infrastructure services |
| NorthPoint Communications | Chief Marketing Officer | Not disclosed | Provider of local data network services |
| Blockbuster, Inc. (e‑commerce division) | President | Not disclosed | Launched Blockbuster’s first online presence |
| IBM Corporation | Domestic and international executive roles | Not disclosed | Multiple executive positions over 15 years |
External Roles
| Company | Role | Tenure/Status |
|---|---|---|
| Okta, Inc. | Director | Since 2018 |
| Verizon Communications, Inc. | Director | Since 2013 |
| Lineage, Inc. | Director | Since 2024 |
| Nordstrom, Inc. | Former Director | Previously served; dates not disclosed |
Board Governance
- Committee assignments: Chair, Nominating and Governance Committee; Member, Executive Committee .
- Independence: Independent director; all committee members (Audit, Compensation, Nominating and Governance) are independent under Nasdaq/SEC rules .
- Attendance: Board held 6 meetings in 2024; all directors attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit (10 meetings), Compensation (6), Nominating and Governance (5), Executive (0 in 2024) .
- Board leadership: Independent Chair since June 2021; non‑management directors meet in executive sessions at least five times a year .
- Governance scope: Nominating and Governance Committee oversees sustainability strategy, human capital, compliance program, Code of Ethics, board/committee slates and annual self‑evaluation .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non‑employee director retainer |
| NGC Chair annual fee | $5,000 | Supplemental cash retainer for committee chair |
| Total cash received (2024) | $65,000 | As disclosed in director compensation table |
Performance Compensation
| Component | Grant value | Vesting | Form |
|---|---|---|---|
| 2024 Annual Equity Award | $385,000 | 50% at 6 months; 50% the day prior to the next Annual Meeting | Restricted stock or RSUs (director plan) |
| 2024 Total Compensation | $450,000 | Cash + equity combined | Disclosed in director compensation table |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Okta, Inc.; Verizon Communications, Inc.; Lineage, Inc. | Director | Company reports no related person transactions in 2024; Compensation Committee reported no interlocks/insider participation in 2024 |
Expertise & Qualifications
- Executive leadership; management across technology sectors .
- Software, technology, e‑commerce; cybersecurity experience .
- Innovation, digital media and communications; scaling consumer and B2B businesses .
- Entrepreneurial perspective; extensive public company board experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 31, 2025) | 7,103 shares; <1% of class |
| Pledged shares | None; anti‑pledging policy (grandfathered exception applies only to Christopher Wright) |
| Director ownership guideline | 10× annual cash retainer = $600,000 value, within 5 years; all directors in compliance |
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Late Section 16 filing | Inadvertent late Form 4 for a gift of 940 shares (director) |
Governance Assessment
- Committee leadership: As NGC Chair, Archambeau directly oversees sustainability strategy updates, human capital programs, compliance/Code of Ethics, and board refresh processes—areas core to investor governance scrutiny .
- Independence and engagement: Independent status, executive‑session cadence, and full attendance metrics support board effectiveness; Executive Committee had no meetings in 2024, concentrating oversight in standing committees .
- Pay alignment: Director pay is heavily equity‑weighted ($385k equity vs $65k cash), with vesting spanning two dates tied to the annual cycle—designed to align with shareholder outcomes and discourage perquisites; no meeting fees disclosed .
- Ownership alignment: Complies with stringent ownership guideline ($600k value target); anti‑hedging/anti‑pledging policies strengthen alignment (no pledging except a grandfathered case for another director) .
- Conflicts and related‑party exposure: Company reports no related person transactions in 2024 and no compensation committee interlocks; mitigates perceived conflicts given her external directorships .
- Signals: Minor compliance blemish with late Form 4 gift filing; otherwise, strong governance posture with majority voting, proxy access, independent chair, and recurring shareholder outreach .
- Shareholder sentiment: Say‑on‑pay support remained high (89% in 2024), suggesting constructive investor engagement with Roper’s compensation/governance framework .
RED FLAGS: Late Section 16 Form 4 (gift of 940 shares) noted; monitor ongoing compliance. No pledging/hedging issues disclosed for Archambeau; no related‑party transactions reported for 2024 .