Thomas Joyce
About Thomas P. Joyce, Jr.
Thomas P. Joyce, Jr. (age 64) is an independent director of Roper Technologies, Inc. (ROP) since 2021. He is the retired President and Chief Executive Officer of Danaher Corporation (served as CEO 2014–2020) and was a senior advisor to Danaher from September 2020 to February 2021, after joining Danaher in 1989 and holding multiple leadership positions across functions and businesses . The Roper Board affirms that all directors other than the CEO are independent, and the proxy identifies Mr. Joyce as an “audit committee financial expert,” reflecting his finance, accounting, and risk oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | President & CEO | Sep 2014 – Sep 2020 | Led global multi-industry operations; board member 2014–2020 |
| Danaher Corporation | Senior Advisor | Sep 2020 – Feb 2021 | Supported transition post-CEO tenure |
| Danaher Corporation | Various leadership roles across functions/businesses | 1989 – 2014 | Operational leadership across diversified businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Danaher Corporation | Director | 2014 – 2020 | Prior public company directorship; no current public boards disclosed for Mr. Joyce beyond Roper |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; not a committee chair .
- Audit Committee “financial expert” designation: Board determined Mr. Joyce meets SEC “audit committee financial expert” criteria .
- Independence: Independent director; all committee members (Audit, Compensation, NGC) are independent under Nasdaq/SEC rules .
- Attendance/engagement: Board met 6 times in 2024; Audit (10), Compensation (6), Nominating & Governance (5), Executive (0). All directors attended >75% of assigned Board/committee meetings and all attended the 2024 annual meeting .
- Board leadership: Independent Chair (Amy Woods Brinkley); non-management directors meet in executive session at least five times per year .
- Shareholder engagement: Ongoing outreach; NGC oversees sustainability and human capital oversight .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non-employee director cash retainer |
| Equity award (RSUs/restricted stock) | $385,000 | Grant-date fair value; vests 50% at six months, 50% day prior to next annual meeting |
| Total | $445,000 | Sum of cash and equity for 2024 |
- No perquisites for directors; travel reimbursement only. Supplemental chair fees exist, but Mr. Joyce is not a chair and does not receive chair retainers .
- Director stock ownership guidelines: 10× annual cash retainer ($600,000) within five years; all directors are in compliance .
Performance Compensation (Director)
| Element | Structure | Metric Details |
|---|---|---|
| Annual director equity award | Time-based vesting | 50% six months post grant; 50% day prior to next annual meeting; aligns pay to stock performance via equity mix; no director-specific performance KPIs disclosed |
Roper emphasizes “pay-for-performance” design for executives; director compensation is equity-heavy and linked to stock performance, but directors do not have formulaic performance metrics like executives do .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Roper Technologies, Inc. | Director (independent) | Audit; Compensation | Compensation Committee interlocks disclosure notes no related-party transactions or insider participation conflicts for 2024 members (includes Mr. Joyce) |
| Danaher Corporation | Director | — | Prior directorship; ended in 2020 |
- Related-person transactions: None in 2024; Audit Committee oversees related-party reviews .
- Anti-hedging/anti-pledging: Company policy prohibits hedging/pledging; only legacy exception applies to another director (Christopher Wright). No pledging disclosed for Mr. Joyce .
Expertise & Qualifications
- Executive leadership; multi-industry perspective; finance/accounting; global manufacturing/operations; M&A; strategy; risk management and controls .
- Audit committee financial expert designation underscores financial literacy and oversight capability .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding |
|---|---|---|
| Thomas P. Joyce, Jr. | 2,689 | ~0.0025% (2,689 / 107,519,731 shares outstanding) |
- Vested vs. unvested: Proxy footnotes list unvested restricted shares for certain directors, but Mr. Joyce is not listed among those with unvested restricted stock in footnote (2) .
- Options/derivatives: No options disclosed for Mr. Joyce; Section 16(a) delinquent reports mention only other directors (late gifts for Wright and Archambeau) .
- Ownership guidelines: Directors must hold ≥$600,000; all directors (including Mr. Joyce) in compliance .
- Pledging/hedging: Prohibited; only legacy exception for another director; none disclosed for Mr. Joyce .
Governance Assessment
- Board effectiveness: Mr. Joyce brings a deep operating and M&A background from Danaher and holds Audit and Compensation committee roles, with “financial expert” designation—valuable for oversight of Roper’s acquisitive, cash-compounding model .
- Alignment and incentives: Director pay is equity-heavy ($385k vs. $60k cash) with strong ownership requirements and time-based vesting, supporting long-term alignment; no perquisites or meeting fees, and no director-specific discretionary bonuses .
- Independence and conflicts: Independent status; no related-party transactions; anti-hedging/pledging policy; Compensation Committee interlocks report shows no conflict issues in 2024 .
- Engagement and attendance signals: Board and committees met frequently; all directors exceeded 75% attendance and attended the annual meeting—positive engagement signal .
- Shareholder feedback context: Strong say-on-pay (89% in favor in 2024) and active investor outreach underpin governance credibility; though executive-focused, it reflects board oversight quality of compensation programs .
RED FLAGS: None identified specific to Mr. Joyce in 2024—no related-party transactions, no hedging/pledging, no attendance issues, no delinquent filings, and no director-specific pay anomalies disclosed .
Signals to watch: Continued committee workload (Audit 10; Compensation 6 in 2024) and evolving executive LTIs (adjusted net earnings CAGR + TSR modifier) suggest sustained focus on performance alignment; as a Compensation Committee member, Mr. Joyce is part of oversight of these changes .