UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrantx                         Filed by a Party other than the Registrant¨

Check the appropriate box:

ROPER INDUSTRIES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ROPER INDUSTRIES, INC.

6901 Professional Parkway East, Suite 200

Sarasota, Florida 34240

941-556-2601

NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 24, 2013

To Our Stockholders:

Notice is hereby given that the 2013 Annual Meeting (the “Annual Meeting”) of Stockholders of Roper Industries, Inc. (the “Company”) will be held at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240 on Friday, May 24, 2013, at noon local time, for the following purposes:

Date and Time

Wednesday,May 21, 2014, at11:00 a.m. local time

The Company recommends that you vote: “FOR” all of the director nominees; “FOR” the approval of the compensation to our named executive officers; “FOR” the amendment to the Company’s Certificate of Incorporation; and “FOR” the appointment of PricewaterhouseCoopers as independent accountants.

Only stockholders of record at the close of business on April 12, 2013 will be entitled to vote at the Annual Meeting or any adjourned meeting, and these stockholders will be entitled to vote whether or not they have transferred any of their shares of the Company’s Common Stock since that date.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES OF STOCK YOU OWN. STOCKHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE URGED TO VOTE AS PROMPTLY AS POSSIBLE BY TELEPHONE, VIA THE INTERNET, OR BY MAIL. INSTRUCTIONS FOR EACH OF THESE METHODS AND THE CONTROL NUMBER THAT YOU WILL NEED ARE PROVIDED ON THE PROXY CARD.

Record Date

Only stockholders of record at the close of business on March 31, 2014 will be entitled to vote at the Annual Meeting or any adjourned meeting, and these stockholders will be entitled to vote whether or not they have transferred any of their shares of our common stock since that date.

Sarasota, Florida

April 24, 2013

TABLE OF CONTENTS

ROPER INDUSTRIES, INC.PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY (CONTINUED)

941-556-2601ANNUAL MEETING AND VOTING INFORMATION

PROXY STATEMENT

GENERAL

This Proxy Statement is being furnished to stockholdersThe Board of Directors of Roper Industries, Inc. (the “Company” or “Roper”)“we, “us” or “our” in connection withthis Proxy Statement) is soliciting the solicitation of proxies by the Board of Directors of the Company (the “Board of Directors” or “Board”)enclosed proxy for use at the 2014 Annual Meeting of Stockholders, and any adjournments thereof, to be held at the time and place set forth in the accompanying notice (“Annual Meeting”). It is anticipated that the mailing of thisStockholders. This Proxy Statement and the enclosed proxy card will commenceare being mailed or otherwise made available to stockholders on or about April 24, 2013. All22, 2014.

We are concurrently mailing to stockholders are urged to read this Proxy Statement carefully and in its entirety.

a copy of our 2013 Annual Meeting InformationReport, which includes ourForm 10-K

The Annual Meeting will be held on May 24, 2013, at noon local time, at our corporate office located at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240.

Solicitation of Proxies

The enclosed proxy is solicited by the Board of Directors. Roper will bear the costs of proxy solicitation. In addition to soliciting proxies by use of the mail, its directors, officers and employees may devote part of their time, without additional compensation, for solicitation by fax, email or telephone calls. Arrangements have also been made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to beneficial owners and for reimbursement of their out-of-pocket and clerical expenses incurred in that connection. The Company has engaged Georgeson Inc. as the proxy solicitor for the Annual Meeting for a fee of approximately $9,500 plus reasonable expenses.

Where multiple stockholders share the same address, only one copy of this Proxy Statement and Annual Report will be mailed to that address unless Roper has been notified by such stockholders of their desire to receive multiple copies of the Proxy Statement and Annual Report. If you share an address with another stockholder and wish to receive a separate Proxy Statement and Annual Report, you may instruct Roper to provide a separate Proxy Statement and Annual Report by writing to the attention of the Secretary at the address set forth in the following paragraph or by calling 941-556-2601. Stockholders who share the same address and already receive multiple copies of the Proxy Statement and Annual Report but prefer to receive a single copy may contact Roper at the same address and phone number to make such a request.

The mailing address of the Company’s principal executive office is Roper Industries, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240. This Proxy Statement is accompanied by the Company’s 2012 Annual Report to Stockholders, which includes our Annual Report onyear ended December 31, 2013. Our Form 10-K that was filed with the Securities and Exchange Commission (“SEC”) on February 25, 2013. Additional copies of the Annual Report are available upon written request mailed to the attention of the Secretary at the above address. In addition, the Form 10-K andits exhibits are available on the internet at www.sec.gov. The Annual Report isand Form 10-K are not part of these proxy soliciting materials.

This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

ANNUAL MEETING AND VOTING INFORMATION(CONTINUED)

With regard to the election of directors, each director will be elected by a majority of the votes cast with respect to such director (except in the case of contested elections, in which case directors are elected by a plurality). A “majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director. Broker non-votes and abstentions will have no impact as they are not counted as votes cast for this purpose. If an incumbent director fails to receive a majority of the votes cast, the director will tender his or her resignation to the Board. The Nominating and Governance Committee or another committee will consider the director’s resignation and recommend to the Board whether to accept or reject the resignation. The Board will publicly disclose its decision regarding the resignation within 90 days after the election results are certified.

ANNUAL MEETING AND VOTING INFORMATION(CONTINUED)

ANNUAL MEETING AND VOTING INFORMATION(CONTINUED)

PROPOSAL 1

ELECTIONBOARD OF DIRECTORS

Roper’sOur Certificate of Incorporation provides that the Board of Directors shall consist of such number of members as may be fixed, from time to time, by the Board of Directors, but not less than the minimum number required under Delaware law. TheOur Board of Directors has currently fixed the number of directors at eight. The Certificate of Incorporation currently provides thatAt the 2013 Annual Meeting, stockholders approved, upon our Board’s unanimous recommendation, to declassify the Board of Directors shall be divided into three classesDirectors. The phasing-in of directors, as nearly equal in number as possible,declassification commences this year with the election of those directors whose three-year term of one class expiringexpires at each annualthis Annual Meeting. Directors elected at this meeting of stockholders and each class servingwill serve for a three-year term.one-year period.

The terms of office for Brian D. Jellison, David W. DevonshireRichard Wallman and John F. Fort IIIChristopher Wright expire at this Annual Meeting. Upon recommendation of the Company’s independent Nominating and Governance Committee, theour Board of Directors has nominated Messrs. Jellison, DevonshireWallman and FortWright to stand for electionre-election as directors for one-year terms expiring at the 20162015 Annual Meeting of Stockholders.Stockholders or when their respective successors are elected and qualified.

InIf prior to the event anymeeting a director nominee is unable to serve, (which iswhich the Board of Directors does not anticipated),anticipate, the proxy will be voted for a substitute nominee selected by the Board of Directors, or the Board may choose to reduce its size.

Certain information about the director nominees whose current terms will expire in 2013, and about the directors whose terms continue,are continuing is set forth below. SuchThis information includes the business experience, qualifications, attributes and skills that each individual brings to theour Board.

BOARD OF DIRECTORS(CONTINUED)

Nominees For Re-election

For a term towhose terms expire at the 2014 Annual Meeting in 2016

David W. Devonshire Director since 2002 Committees: ¡     Audit (Chair) ¡     Executive		Professional Experience Mr. Devonshire, 67, served as an Executive Vice President and Chief Financial Officer of Motorola, Inc., a telecommunications company, from April 2002 until his retirement in December 2007. Prior to Motorola, Mr. Devonshire served as Executive Vice President and Chief Financial Officer of Ingersoll-Rand Company, a global diversified industrial company, and as Senior Vice President and Chief Financial Officer of Owens Corning, an innovator of glass fiber technology.
		Other Boards and Appointments Mr. Devonshire currently serves as a director of Meritor, Inc, Arbitron, Inc., and Career Education Corporation. He also serves on the Advisory Boards of CFO Magazine and L.E.K. Consulting. He is the Principal Financial Advisor to Harrison Street Capital, a private investment company.
		Director Qualifications Mr. Devonshire’s strong background in finance and accounting, IT, Strategic Planning, and mergers and acquisitions, as well as his past experience as the chief financial officer of other public companies, provides the Board with financial expertise and insight.
John F. Fort, III Director since 1995 Committees: ¡     Audit ¡     Nominating and Governance		Professional Experience Mr. Fort, 71, has been self-employed since 1993. Mr. Fort served as Chairman and Chief Executive Officer at Tyco International Ltd., a provider of diversified industrial products and services, from 1982 until his retirement from the company in January 1993, and served as an advisor to Tyco’s Board of Directors from March 2003 to March 2004.
		Other Boards and Appointments Mr. Fort served as a trustee of the Brown Foundation, a charitable organization primarily focused on advancing education and the arts in Texas, from 2000 to 2009.
		Director Qualifications Mr. Fort’s leadership experience as the CEO of a diversified industrial company and in-depth knowledge of the Company gives the Board perspective on important issues, including business strategy and acquisitions.
Brian D. Jellison President and Chief Executive Officer since 2001 Chairman since 2003 Committees: ¡     Executive		Professional Experience Mr. Jellison, 67, is our President and CEO. He previously served as Corporate Executive Vice President at Ingersoll-Rand, a global diversified industrial company from January 1998 to July 2001. During his 26-year career with Ingersoll-Rand, Mr. Jellison served in a variety of senior level positions and assumed the principal responsibility for completing and integrating a variety of public and private new business acquisitions. Other Boards and Appointments Mr. Jellison served as a director of Champion Enterprises, Inc. from 1999 to 2009.
		Director Qualifications Mr. Jellison’s active involvement in Roper’s operations provides the Board with specific knowledge of the business and its challenges and prospects. As the Chairman of the Board, his deep understanding of the organization and its strategic focus has provided key leadership and guidance for the Company’s growth.

Incumbent Directors

whose terms expire at the 2014 Annual Meeting

Professional Experience

Mr. Wallman served as the Chief Financial Officer and Senior Vice President of Honeywell International Inc., a diversified industrial technology and manufacturing company, and its predecessor AlliedSignal, from March 1995 to July 2003. Mr. Wallman has also served in senior financial positions with IBM and Chrysler Corporation.

Other Boards and Appointments

Mr. Wallman currently serves as a director of Convergys Corporation, Extended Stay America, Inc., Tornier N.V., and Charles River Laboratories International, Inc. and has formerly served as a director of Ariba, Inc., from 2002 to 2012, Dana Holding Corp. from 2010 to 2013, and both Hayes-Lemmerz International and Lear Corporation from 2003 to 2009.

Director Qualifications

Mr. Wallman’s extensive leadership and financial background brings to our Board a significant understanding of the financial issues and risks that affect the Company. Mr. Wallman also serves on the boards of other diverse publicly held companies, which gives him a multi-industry perspective and exposure to developments and issues that impact the management and operations of a global business.

		Christopher Wright Director since 1991 Independent Age: 56   Committees: ¡Audit ¡Nominating and Governance

Professional Experience

Mr. Wright is the Chairman of EMAlternatives LLC, a Washington, DC based private equity asset management firm focused on emerging markets, and a director of Merifin Capital Group, a private European investment firm. Until mid-2003 he served as Head of Global Private Equity for Dresdner Kleinwort Capital and was a Group Board Member of Dresdner Kleinwort Benson overseeing alternative assets in developed and emerging markets. He acted as Chairman of various investment funds prior to and following the latter’s integration with Allianz A.G., and as Global Head of Private Equity at Standard Bank Group from 2006 to 2007.

BOARD OF DIRECTORS(CONTINUED)

Other Boards and Appointments

Mr. Wright currently serves as a director of Yatra Capital Ltd (EuroNext), and sits on the advisory boards of various investment funds. Mr. Wright is a Foundation Fellow of Corpus Christi College, Oxford.

Director Qualifications

Mr. Wright offers a global perspective to our Board gained from his extensive international, private equity and banking experience. He is able to provide a valuable historical perspective on the development of the Company. He also provides our Board with knowledge of current financial issues and risks affecting international business operations, especially in Europe and across emerging markets.

Incumbent Directors

whose terms expire at the 2015 Annual Meeting

		Robert D. Johnson Director since 2005 Independent Age: 66   Committees: ¡Compensation (Chair) ¡Executive		Professional Experience

Professional Experience

Mr. Johnson 65, was Chief Executive Officer of Dubai Aerospace Enterprise Ltd., a global aviation corporation, from August 2006 to December 2008. Mr. Johnson served as Chairman of Honeywell Aerospace, the aviation segment of Honeywell International Inc., from January 2005 to January 2006, and as its President and Chief Executive Officer from 1999 to 2005. Mr. Johnson worked at Honeywell’s predecessor, AlliedSignal, rising to the position of President and Chief Executive Officer of AlliedSignal Aerospace. Mr. Johnson has held management positions with AAR Corporation and GE Aircraft Engines.

Other Boards and Appointments

Mr. Johnson currently serves as the Chairman of the Board of Spirit AeroSystems, Inc. and Beechcraft Corp., and as a director of Spirit Airlines, Inc. He previously served as a director of Ariba, Inc. from 2005 to 2012.

Director Qualifications

Mr. Johnson brings valuable knowledge in marketing, sales and production from his diverse career experiences. His management leadership skills and his general business knowledge provide our Board with guidance in compensation and management issues.

BOARD OF DIRECTORS(CONTINUED)

Robert E. Knowling, Jr. Director since 2008 Independent Age: 58   Committees: ¡Compensation		Professional Experience
	Mr. Knowling, 57, is the Chairman of Eagles Landing Partners, a strategic management consulting company. From June 2005 to May 2009, Mr. Knowling served as Chief Executive Officer and director of Telwares, a leading provider of telecommunication spend management solutions. Mr. Knowling has served as the CEO of the NYC Leadership Academy, and in various executive capacities with SimDesk Technologies, Inc., and Covad Communications Company.
	Other Boards and Appointments
	Mr. Knowling currently serves as a director of The Bartech Group and Heidrick & Struggles International, and formerly served as a director of Aprimo, Inc. from 2008 to 2011 and as Lead Director of Ariba, Inc. from 2000 to 2012.
	Director Qualifications
	Mr. Knowling brings a unique perspective to the Board based on his involvement in telecommunications and high-growth technology companies. He also has significant operational and management skills, and his experience as a director of several other public companies enables him to provide guidance on corporate governance issues.

Professional Experience

Mr. Knowling is the Chairman of Eagles Landing Partners, a strategic management consulting company. From June 2005 to May 2009, Mr. Knowling served as Chief Executive Officer and director of Telwares, a leading provider of telecommunication spend management solutions. Mr. Knowling has served as the CEO of the NYC Leadership Academy, and in various executive capacities with SimDesk Technologies, Inc. and Covad Communications Company.

Other Boards and Appointments

Mr. Knowling currently serves as a director of The Bartech Group and Heidrick & Struggles International. He previously served as a director of Aprimo, Inc. from 2008 to 2011 and as Lead Director of Ariba, Inc. from 2000 to 2012.

Director Qualifications

Mr. Knowling brings a unique perspective to our Board based on his involvement in telecommunications and high-growth technology companies. He also has significant operational and management skills, and insight with respect to technology matters. His experience as a director of several other public companies enables him to provide guidance on corporate governance and executive compensation issues.

		Wilbur J. Prezzano Director since 1997 Independent Age: 73   Committees: ¡Compensation ¡Nominating and Governance

Professional Experience

Mr. Prezzano retired in January 1997 from Eastman Kodak Company, a supplier of imaging material and services, as its board Vice-Chairman and as Chairman and President of its greater China region businesses. During his 32-year career with Eastman Kodak Company, Mr. Prezzano served in various executive capacities and also served as a director from 1992 to 1997.

Other Boards and Appointments

Mr. Prezzano currently serves as the Lead Independent Director of Snyder’s-Lance, Inc., and as a director of TD Bank Financial Group and TD Ameritrade Holding Corporation, and formerly served as a director of EnPro Industries, Inc. and TD Banknorth, Inc. Mr. Prezzano recently served as a Board Trustee and Treasurer of Charleston Day School.

BOARD OF DIRECTORS(CONTINUED)

Director Qualifications

Mr. Prezzano has a strong background in management and experience in other international operations. Through his service on the boards of directors of several other companies in diverse industries, Mr. Prezzano provides our Board with a broad-based understanding important to the Company’s growth and operations.

Incumbent Directors

whose terms expire at the 2016 Annual Meeting

		Professional ExperienceDavid W. Devonshire Director since 2002 Lead Independent Director for 2014 Age: 68 Committees: Audit (Chair) Executive

Professional Experience

Mr. Devonshire served as an Executive Vice President and Chief Financial Officer of Motorola, Inc., a telecommunications company, from April 2002 until his retirement in December 2007. Prior to Motorola, Mr. Devonshire served as Executive Vice President and Chief Financial Officer of Ingersoll-Rand Company, a global diversified industrial company, and as Senior Vice President and Chief Financial Officer of Owens Corning, an innovator of glass fiber technology.

Other Boards and Appointments

Mr. Devonshire currently serves as Lead Director of Meritor, Inc., as the Non-Executive Chairman of Career Education Corporation and on the Advisory Boards of CFO Magazine. He previously served as a director of Arbitron Inc. from 2007 to 2013 and on the Advisory Board of L.E.K. Consulting. Mr. Devonshire is the Principal Financial Advisor to Harrison Street Capital, a private investment company.

Director Qualifications

Mr. Devonshire’s strong background in finance and accounting and his substantial experience as chief financial officer of diverse companies provide our Board with in-depth financial expertise and insight in the analysis and evaluation of financial statements, financial reporting, internal controls and strategy. He also brings to our Board knowledge related to IT, Strategic Planning, and mergers and acquisitions.

BOARD OF DIRECTORS(CONTINUED)

		Other BoardsJohn F. Fort, III Director since 1995 Independent Age: 72 Committees: Audit Nominating and AppointmentsGovernance

Professional Experience

Mr. Fort has been self-employed since 1993. Mr. Fort served as Chairman and Chief Executive Officer at Tyco International Ltd., a provider of diversified industrial products and services, from 1982 until his retirement from the company in January 1993, and served as an advisor to Tyco’s Board of Directors from March 2003 to March 2004.

Other Boards and Appointments

Mr. Fort served as a trustee of the Brown Foundation, a charitable organization primarily focused on advancing education and the arts in Texas, from 2000 to 2009.

Director Qualifications

Mr. Fort’s leadership experience as the CEO of a diversified industrial company and in-depth knowledge of the Company gives our Board perspective on important issues, including business strategy and acquisitions.

	Mr. Prezzano currently serves as the Lead Independent Director of Snyder’s-Lance, Inc., and as a director of TD Bank Financial Group, TD Ameritrade Holding Corporation, and EnPro Industries, Inc. and formerly served as a director of TD Banknorth, Inc. Mr. Prezzano recently served as a Board Trustee and Treasurer of Charleston Day School.
	Director QualificationsBrian D. Jellison Chairman since 2003 President and Chief Executive Officer since 2001 Age: 68 Committees: Executive

Professional Experience

Mr. Jellison is our President and CEO. He previously served as Corporate Executive Vice President at Ingersoll-Rand, a global diversified industrial company from January 1998 to July 2001. During his 26-year career with Ingersoll-Rand, Mr. Jellison served in a variety of senior level positions and assumed the principal responsibility for completing and integrating a variety of public and private new business acquisitions.

Other Boards and Appointments

Mr. Jellison served as a director of Champion Enterprises, Inc. from 1999 to 2009.

Director Qualifications

Mr. Jellison’s active involvement in Roper’s operations provides our Board with specific knowledge of the business and its challenges and prospects. As the Chairman of the Board, his deep understanding of the organization and its strategic focus has provided key leadership and guidance for the Company’s growth.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE(CONTINUED)

Information on Roper’s website is not part of this proxy statement, and it is not incorporated into any filing we make with the SEC.

Review and Approval of Related Person Transactions

There were no related person transactions during 2012. The Audit Committee is responsible for reviewing and approving, as appropriate, all transactions with related persons. The Company has not adopted written procedures for reviewing related person transactions. The Company will review any relationship or transaction in which the Company and its directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest.

BOARD COMMITTEES AND MEETINGS

The

Set forth below are the current committee memberships.

BOARD COMMITTEES AND MEETINGS(CONTINUED)

BOARD COMMITTEES AND MEETINGS(CONTINUED)

DIRECTOR COMPENSATION

Compensation for our non-employee directors is governed by the Company’sour Director Compensation Plan, which is a sub-plan of the Company’s 2006 Stock Incentive Plan. The Director Compensation Plan provides for an annual grant of 4,000 restricted stock units (“RSUs”), which are issued the day after the Company’sour Annual Meeting of Stockholders. Unless the non-employee director has made a timely deferral election as provided in the Plan, each RSU represents the right to receive one share of Company Common Stockour common stock on the vesting date and the right to receive a dividend equivalent in the same amount and at the same time as any dividend or other cash distribution is paid on a share of Company Common Stock.our common stock. RSUs do not have voting rights. One half of the RSUs granted vest six months after the grant date and the remaining RSUs vest the day before the next Annual Meeting. During 2012,2013, each non-employee director received a grant of 4,000 RSUs the day after the 2012 Annual Meeting of Stockholders.on May 25, 2013.

Under the Company’sour Director Compensation Plan, each non-employee director also receives an annual cash retainer and fees for board and committee meetings as shown in the table below. The cash retainer and the number of RSUs granted will be prorated for any new director based on the number of full months such director serves as a non-employee director during the year. No changes have been made to the program since 2004.

The CompanyWe also reimburses itsreimburse our directors for reasonable travel expenses incurred in connection with attendance at board, committee and stockholder meetings and other Company business.

Mr. Jellison is an employee of the Company and did not receive any compensation for his service as a director of the Company.director. His compensation is set forth in the “Executive Compensation” section below.

DIRECTOR COMPENSATION (CONTINUED)

The table below shows the compensation of the Company’sour non-employee directors (other than Mr. Jellison) during fiscal year 2012.for 2013.

20122013 Director Compensation

Name		Fees Earned or Paid in Cash                 ($)				Stock Awards         ($)(1)(2)(3)				All Other Compensation                      ($)		Total              ($)
David W. Devonshire			61,500				387,360			-			448,860
John F. Fort III			54,500				387,360			-			441,860
Robert D. Johnson			60,500				387,360			-			447,860
Robert E. Knowling, Jr			57,500				387,360			-			444,860
Wilbur J. Prezzano			56,333				387,360			-			443,693
Richard F. Wallman			59,667				387,360			-			447,027
Christopher Wright			56,500				387,360			-			443,860

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)(2)(3)				All Other Compensation ($)				Total ($)
David W. Devonshire			63,000				492,240				-				555,240
John F. Fort III			54,500				492,240				-				546,740
Robert D. Johnson			58,500				492,240				-				550,740
Robert E. Knowling, Jr			54,000				492,240				-				546,240
Wilbur J. Prezzano			55,500				492,240				-				547,740
Richard F. Wallman			58,500				492,240				-				550,740
Christopher Wright			58,000				492,240				-				550,240

(1)	The dollar values shown represent the grant date fair values for RSUs granted to these directors during 2012,2013, calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 stock compensation.

 

(2)	As of December 31, 2012,2013, each non-employee director had 2,000 unvested RSUs outstanding.

 

(3)	There were no stock option awards outstanding at December 31, 20122013 for our non-employee directors.

Our stockholder ownership and retention guidelines for our non-employee directors requires them to own 4,000 shares of Company Common Stock.our common stock. Until the share ownership guidelines are met, non-employee directors are required to retain 100% of any shares they receive (on a net after tax basis) under the Company’sour Director Compensation Plan. All of theour directors are in compliance with the ownership and retention guidelines.

The ownership requirement equated to approximately 13 times the annual cash retainer for directors, based on our stock price at the end of 2013.

				Roper Industries, Inc. 2014 Proxy Statement				17

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EXECUTIVE OFFICERS

The following table sets forth certain information concerning Roper’sour current executive officers. The executive officers are elected by the Board of Directors and serve at the discretion of the Board of Directors.its discretion.

 

Brian D. Jellison		Professional Experience
Chairman since 2003 President and Chief Executive OfficerCEO since 2001		Mr. Jellison’s professional experience is discussed under “Proposal 1: Election“Board of Directors” above.
Chairman since 2003 Age: 68
John Humphrey		Professional Experience
Executive Vice President since 2011 Chief Financial Officer since 2006 Vice President from 2006 to 2011 Age: 48		Prior to joining Roper, Mr. Humphrey 47, served as Vice President and Chief Financial Officer for Honeywell Aerospace, the aviation segment of Honeywell International Inc., after serving in several financial positions with Honeywell International and its predecessor AlliedSignal.
David B. Liner		Professional Experience
Vice President since 2005 General Counsel since 2005 Secretary since 2005 Age: 58		Prior to joining Roper, Mr. Liner 57, served four years in the corporate finance group of the law firm of Dykema Gossett, PLLC, heading up both the firm’s automotive industry and China teams, and four years as Vice President and General Counsel of MascoTech, Inc., a diversified industrial products company primarily serving the global transportation industry. Mr. Liner’s earlier career included 17 years as a member of the legal department of Masco Corporation, a manufacturer of products for the home improvement and new home construction markets.
Paul J. Soni		Professional Experience
Vice President since 2006 Controller since 2006 Age: 55		Prior to joining Roper, Mr. Soni 54, served four years as Corporate Controller for Oxford Industries, Inc., a clothing company, and four years as Controller of the International Division of Savannah Foods & Industries, Inc., a producer, marketer, and distributor of food products, with responsibilities in the U.S. and Latin America. Mr. Soni’s earlier career included eight years with Price Waterhouse LLP, a professional services firm, in the U.S. and Europe, performing audit and transaction support services.

18						Roper Industries, Inc. 2014 Proxy Statement

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BENEFICIAL OWNERSHIP

Beneficial ownership is determined in accordance with the rules of the SEC.SEC rules. Under the rules, the number of shares beneficially owned by a person and the percentage of ownership held by that person includes shares of Common Stockcommon stock that could be acquired upon exercise of an option within sixty days, although such shares are not deemed exercised and outstanding for computing percentage ownership of any other person. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

The following table shows the beneficial ownership of Roper Common Stockcommon stock as of March 31, 20132014 by (i) each of theour directors, (ii) each named executive officer in the “2012“2013 Summary Compensation Table,” (iii) all of our directors and executive officers as a group, and (iv) all persons who we know are the beneficial owners of five percent or more of Roper Common Stock.common stock. Except as noted below, the address of each of the personsperson in the table is c/o Roper Industries, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, FL 34240.

 

Name of Beneficial Owner		Beneficial  Ownership     of Common Stock(1)(2)				Percent of Class
T. Rowe Price Associates, Inc 100 East Pratt Street, Baltimore, Maryland 21202			11,248,986	(3)			11.4%
FMR L.L.C. 82 Devonshire Street, Boston, Massachusetts 02109			6,538,476	(4)			6.6%
The Vanguard Group, Inc 100 Vanguard Blvd., Malvern, Pennsylvania 19355			6,497,691	(5)			6.6%
Blackrock, Inc. 40 East 52nd Street, New York, New York 10022			5,552,417	(6)			5.6%
David W. Devonshire			10,000				**
John F. Fort III			30,900	(7)			**
Brian D. Jellison			1,714,809				1.7%
Robert D. Johnson			8,000				**
Robert E. Knowling, Jr.			10,038				**
Wilbur J. Prezzano			26,000				**
Richard F. Wallman			26,715				**
Christopher Wright			86,919				**
John Humphrey			286,253				**
David B. Liner			112,201				**
Paul J. Soni			111,363	(8)			**
All directors and current executive officers as a group (11 individuals)			2,423,198				2.4%

Name of Beneficial Owner		Beneficial Ownership     of Common  Stock(1)(2)				Percent of Class
T. Rowe Price Associates, Inc 100 East Pratt Street, Baltimore, Maryland 21202			13,339,593	(3)			13.4	%
The Vanguard Group, Inc 100 Vanguard Blvd., Malvern, Pennsylvania 19355			7,401,627	(4)			7.5	%
Blackrock, Inc. 40 East 52nd Street, New York, New York 10022			6,398,592	(5)			6.5	%
Franklin Resources, Inc. 82 Devonshire Street, Boston, Massachusetts 02109			5,210,025	(6)			5.2	%
David W. Devonshire			14,000				*	*
John F. Fort III			32,900	(7)			*	*
Brian D. Jellison			1,691,884				1.7	%
Robert D. Johnson			8,500				*	*
Robert E. Knowling, Jr.			6,038				*	*
Wilbur J. Prezzano			20,000				*	*
Richard F. Wallman			31,965				*	*
Christopher Wright			88,884				*	*
John Humphrey			305,336				*	*
David B. Liner			128,087				*	*
Paul J. Soni			121,247	(8)			*	*
All directors and current executive officers as a group (11 individuals)			2,448,843				2.4	%

**	Less than 1%.

 

(1)

Includes shares that may be acquired on or before May 30, 2013 upon exercise of stock options issued under Company plans as follows: Mr. Jellison (658,084)(548,084), Mr. Humphrey (156,057)(190,000), Mr. Liner (60,000)(72,000), Mr. Soni (66,144)(72,000) and all 11 directors and executive officers as a group (940,285)(882,084). Holders do not have voting or investment power over unexercised option shares.

 

(2)

Includes the following shares of unvested restricted stock held by named executives officers over which they have sole voting power but no investment power: Mr. Jellison (350,000), Mr. Humphrey (66,667)(70,000), Mr. Liner (12,000) and Mr. Soni (12,000). Also includes 2,000 shares that will be acquired on May 23, 201320, 2014 upon the vesting of unvested restricted stock units for each of our directors: Messrs. Devonshire, Fort, Johnson, Knowling, Prezzano, Wallman and Wright. The total for all executive officers and directors as a group is 454,667.458,000.

(3)

Based on information as of December 31, 20122013 provided in a Schedule 13G filed with the SEC on February 6, 2013,13, 2014, T. Rowe Price Associates, Inc. may be deemed to be the beneficial owner of such securities; however, it expressly disclaims that it is, in fact, the beneficial owner of such securities.

(4)

Based on information reported on Schedule 13G filedsecurities, with the SEC on February 14, 2013, as of December 31, 2012 FMR LLC (“FMR”) beneficially owned,sole voting power over 3,636,869 shares and had sole dispositive power over all of these shares, with sole voting power over 95,589 shares. The shares reported are beneficially owned by subsidiaries of FRM, as follows: (i) Fidelity Management & Research Company, an investment adviser to various investment companies, beneficially owned 6,443,300 shares; (ii) Fidelity Management Trust Company beneficially owned 30,737 shares as a result of serving as an investment manager of institutional accounts; (iii) Strategic Advisers, Inc. beneficially owned 34,985 shares as a result of providing investment advisory services to individuals; and (iv) Pyramis Global Advisors Trust Company beneficially owned 29,454 shares as a result of serving as an investment manager of institutional accounts. As a result of his ownership in FMR and a shareholders’ voting agreement, Edward C. Johnson 3d may also be deemed to beneficially own certain of thesethe shares.

				Roper Industries, Inc. 2014 Proxy Statement				19

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BENEFICIAL OWNERSHIP(CONTINUED)

 

(5)(4)

Based on a Schedule 13G filed with the SEC on February 11, 2013,12, 2014, as of December 31, 20122013 The Vanguard Group, Inc. beneficially owned 6,497,6917,401,627 shares of Roper Commoncommon stock, with sole voting power over 172,110162,168 shares, sole dispositive power over 6,332,4817,249,959 shares and shared dispositive power over 165,210151,668 shares. Certain of these shares are beneficially owned by subsidiaries that serve as investment manager of collective trust accounts or as investment manager of investment offerings.

 

(5)

Based on information reported on Schedule 13G filed with the SEC on January 30, 2014, as of December 31, 2013, BlackRock, Inc. (and certain subsidiaries as a group) beneficially owned 6,398,592 shares of Roper common stock with the sole voting power over 5,269,349 and sole dispositive power over all of the shares.

(6)

Based on information reported on Schedule 13G filed with the SEC on January 30, 2013,February 12, 2014, as of December 31, 2012 BlackRock,2013, Franklin Resources, Inc. (and certain subsidiaries as a group)(“FRI”) and its principal shareholders, Charles B. Johnson and Rupert H. Johnson, may be deemed to be beneficial owners of such securities with sole dispositive and voting power over all of these shares. The shares reported are beneficially owned 5,552,417by investment management subsidiaries of FRI, as follows: (i) 4,428,349 shares of Roper Common Stock with the sole votingby Franklin Advisory Services, LLC.; (ii) 780,400 shares by Franklin Advisers, Inc.; (iii) 976 shares by Fiduciary Trust Company International; and sole dispositive power over these shares.(iv) 300 shares by Franklin Templeton Portfolio Advisors, Inc.

 

(7)

Includes 500 shares held by a trust forof which Mr. Fort is thea trustee.

 

(8)

Includes 2,8822,889 shares held by Mr. Soni in a 401(k) plan and 953 shares held by his spouse in a 401(k) plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Roper’s directors, officers and persons who own more than 10% of Roper Common Stockcommon stock to file with the SEC initial reports of ownership and reports of changes in ownership. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish Roper with copies of all Section 16(a) forms they file.

We believe that during 20122013 all of our directors and executive officers complied with all Section 16(a) filing requirements, with the following exception:exception of one late Form 54 due to an administrative oversight in the reporting of a gift of stockpurchase by Mr. Humphrey.

Wallman. In making this statement, we have relied upon examination of the copies of Forms 3, 4 and 5, and amendments to these forms, provided to us and the written representations of our directors and executive officers.

20						Roper Industries, Inc. 2014 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information about our compensation objectives and policies for our Chief Executive Officer and our other executive officers (who are included in the 20122013 Summary Compensation Table and referred to in this CD&A as “executive officers”) that will place in perspective the information set forth in the “Executive Compensation” section that follows in this proxy statement.

Our CD&A is organized as follows:

 

•

Business Overview and ResultsCreating Stockholder Value. 20122013 was another year of record financial performance and continuing growth and diversification.diversification that reflects our disciplined approach to creating sustainable and growing stockholder value.

 

•

Objectives of Our Compensation Program. The objectives of our executive compensation program are based on our differentiated business model and the competitive pressures for executive talent. We structured our executive compensation program to reflect our compensation philosophy and related operating principles.

 

•

Elements of Compensation. There are several components of the compensation payable to our executive officers while they are employed by our company and onWe have a post-termination basis. We emphasizestream-lined program that emphasizes elements that tie executive compensation to performance.performance and long-term value for investors.

 

•

Compensation Process. We regularly review our compensation programs to assure that wethey meet our compensation objectives.

 

•

Analysis of20122013Compensation. The compensation for our executive officers in 20122013 reflected our compensation objectives and was tied to performance.

 

•

Additional Information. Information regarding other aspects of our compensation program for our executive officers is also presented.

Business Overview and ResultsCREATING STOCKHOLDER VALUE

Roper is a diversified growthtechnology company. Our goal is to create superior long-term value for our investors through a strategy of building high-performance businesses united by common metrics and governance systems. Two key elements are critical to successfullySuccessfully executing our strategy and driving sustained value creation:creation requires:

 

operational excellence and reinvestment in our existing businesses to generate attractive cash returns, and

 

wisely deployingdeployment of the cash generated from operations primarily by making acquisitions that can be successfully integrated into our portfolio of companies.

companies or create a platform for future growth and diversification.

To achieve these objectives, we take a minimalist approach to corporate structure to foster an entrepreneurial organization. By doing so, we maintain the agility associated with smaller companies while realizing the scale benefits of larger organizations. Among other challenges, our business model requires leaders with operational and portfolio expertise capable of taking on high levels of personal responsibility without the infrastructure support typically provided in companies of similar size. We consistently focus on high-margin businesses, differentiated technology, and nimble execution in an effort to deliver exceptional results.

Roper’s Evolution and Transformation

In 2001 when Brian Jellison, our Chief Executive Officer, joined the Company as President and Chief Executive Officer, Roper was in theS&P Small Cap 600with approximately $100 million in annual operating cash flow. From 2003-2008, Roper grew rapidly, generating $1.6 billion in operating cash flow while investing $2.6 billion in acquisitions and being added to theS&P Mid Cap 400. Building on its diverse end-markets and broad customer base, from 2009-2013 Roper’s growth accelerated, generating $2.9 billion in operating cash flow and investing $3.7 billion in acquisitions while being added to theS&P 500.

Over the past decade, Roper’s business portfolio has undergone an almost complete transformation as we continue to expand into software and software-as-a-service-based information networks while adding to our medical and technology businesses. Of the $3.6 billion in total capital deployed since November 2009, almost all was used to acquire medical and software technology businesses. This has created a further challenge in attracting and retaining talented leaders who can effectively build investor value in broad end markets and niche businesses. It also profoundly affects the relevance of external data points for benchmarking compensation as we compete with private equity and technology companies for talented leaders.

Outstanding Business Results for 2013

Performance for 20122013 was outstanding across the enterprise and throughout the year with record levels of revenue, income, and cash flow:

 

operating margins expanded in each of our segments in every quarter ofrevenue increased 8% over 2012 reflecting the strength of our business leaders and disciplined operating model, with gross margins expanding to 56% for the year;$3.24 billion

 

				Roper Industries, Inc. 2014 Proxy Statement				21

diluted earnings per share for 2012 were up 12% over the prior year, with revenues up 7% from 2011; and

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

gross margin increased to 58.1%, while operating margin increased to 26.0%

 

operating cash flow was a record $678$803 million for 2012, while free cash flow increased 14% representing 21%2013, an increase of revenue.18% over 2012

We continued our diversification into software and technology businesses during 20122013 by investing $1.5$1.0 billion in acquisitions, including our acquisition of Sunquest Information Systems, Inc., a diagnostic laboratory software solutions company. Over the past four years, $2.6 billion has been invested in new businesses, of which 95% was used to acquire medicalManaged Health Care Associates, Inc (MHA). The leading services and software technology businesses. company to the expanding alternate site health care

market, MHA offers a growing portfolio of services and solutions to support the diverse and complex needs of those caring for patients outside of the hospital—such as in nursing homes, home infusion, and complex rehab facilities.

Also in 2012,2013, we successfully issued $900$800 million of senior notes and ended the year with a strong balance sheet, including over $1.5$1.6 billion in cash and available liquidity.

Superior Returns to our stockholders totaled 29% in 2012, almost twice the S&P 500.Investors

Roper is proud of its history of providing sustained superior returns to investors. Over the last fourfive years, Roper’s market capitalization has increased by over $9 billion; over the last decade, market capitalization has increased by $12 billion. Over the last five years Roper’s cumulative total stockholder return (“TSR”) has more thanalmost doubled that of the S&P 500 and has exceeded the S&P 500 by more than five times over the last decade as shown inRoper’s TSR was 497% versus 104% for the graph below. Over the last three years, Roper has delivered over $6 billion of incremental value to investors, as shown in the table below.S&P 500.

 

		Roper Incremental Value for Investors Since 2009 (Dollars in Millions)
		Year				Market Capitaliza- tion (Year- End)				Cumulative Increase  in Market Capitalization Since 2009
			2009			$	4,899				-
			2010			$	7,236			$	2,337
			2011			$	8,381			$	3,482
			2012			$	10,969			$	6,070

22						Roper Industries, Inc. 2014 Proxy Statement

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Objectives of Our Compensation ProgramCOMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

OBJECTIVES OF OUR COMPENSATION PROGRAM

Our compensation program for executives is based on our business needs and challenges in creating stockholder value. To support the achievement of our business strategies and goals, we:

 

tie compensation to performance;

 

emphasize equity compensation to align executives’ financial interests with those of stockholders;

 

maintain compensation and reward levels that are competitive inwith both publicly traded and privately held enterprises that enable us to recruit and retain seasoned leadership capable of driving and managing a diversified growth company;

 

simplify compensation design to facilitate ease of administration and communication;

 

maintain flexibility to adjust to changing business needs in a fast-paced business environment; and

 

solicit and consider the views of our investors; and

adhere to the highest legal, governance, and ethical standards.

The Compensation Committee oversees our executive compensation programs to ensure that we appropriately compensate executives, to motivate executives to achieve our business objectives, and to align our executive’s interests with long-term interests of our stockholders. The Compensation Committee also reviews and discusses with management the potential for risks associated with the compensation policies and practices for executive officers as well as all employees to ensure that our practices are aligned with sound risk management.

Positive Compensation Practices

Consistent with investor interests and market “best practices,” positive features of our executive compensation program include the following:

ElementsPay-for-performance. A substantial portion of total compensation for executives is tied to performance.

				Roper Industries, Inc. 2014 Proxy Statement				23

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Performance vesting requirement for stock awards. In addition to continued service with the Company, performance vesting requirements apply to all restricted stock awards that must be met for executives to receive the shares.

Incentive caps. Annual cash bonuses for executives are capped to avoid encouraging a short-term focus. Performance-based restricted stock awards are also limited to only 100% of the target amount.

Limited perquisites and other benefits for executives. Our focus is on pay for performance, not on pensions, entitlements, or perquisites.

No repricing of underwater stock options. The repricing or exchange of underwater stock options is expressly prohibited under the stock incentive plans submitted to and approved by stockholders.

No defined-benefit pension plan. Our executives may participate in our 401(k) Plan on the same terms as other eligible employees and they may also defer cash compensation (and receive tax-deferred returns on those amounts) under our Non-Qualified Retirement Plan.

“Double trigger” equity vesting upon change-in-control. Under our equity incentive plan upon a change-in-control, the vesting of equity awards for all participants, including executives, may be accelerated only if the awards are not assumed by

the acquiring company or if they are assumed and the participant’s employment is terminated under certain circumstances.

Limited severance compensation to executives.

“Clawback” policy in place. A policy providing for recoupment of erroneously paid compensation was implemented to mitigate risk.

No excise tax gross-ups. We do not provide gross-ups for potential excise taxes related to a change-in-control.

Robust share ownership and retention guidelines. Our executive officers and non-employee directors are required to hold a substantial amount of Roper stock. At 12/31/13, our CEO was required to hold an amount that equated to 11x salary with other executive officers required to hold amounts that approximated 5x salary; non-employee directors were required to hold stock that equaled 13x the annual cash retainer. In addition, all shares received from equity awards (net of taxes) must be retained until the stock ownership guideline is met.

Anti-hedging policy.We have a policy that prohibits the hedging of Roper stock to assure that our executive’s interests are aligned with those of our stockholders.

24						Roper Industries, Inc. 2014 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Consideration of 2013 Say-on-Pay Vote

The views of our investors are an important consideration in structuring our program. The Committee reviews input from stockholders as directly obtained by management from on-going stockholders communications as well as from the results of the annual Say-on-Pay vote. At the 2013 annual meeting, the Company’s executive compensation program was approved by 78% of the votes cast on Say-on-Pay, lower than the 99% and 96% “FOR” support received the prior two years. The Compensation Committee believes the decrease in the percentage of votes cast in favor of the executive compensation was the result of a negative say-on-pay voting recommendation issued by a proxy advisory firm. The Company did not agree with the recommendation by that firm for many reasons but particularly because it was based on a peer group that included companies with revenues similar to Roper but which otherwise were not comparable to Roper. Almost all the peers selected by the proxy advisor were capital-intensive industrial companies which are not reflective of Roper’s expansion into healthcare, software, and technology. In addition, the proxy advisor’s peers were much smaller than Roper as Roper’s market value was more than twice that of the proxy advisor median, as shown below. As such, it is to be expected that compensation for Roper’s executives would be more than that of smaller, industrially focused companies.

Over the last year, a detailed presentation on Roper’s sustained performance, business transformation, and peer selection process was provided to the leading proxy advisory firms. Through direct conversations with stockholders, we have gained further insight into investor views on our executive compensation program. In addition, a change in our Global Industry Classification System (GICS) assignment has been

requested with Standard & Poor’s as it can be one factor leading to inappropriate peer selection. Further, we have reviewed our pay and performance against our self-selected peer group under the pay-for-performance analyses of the leading proxy advisors using the most recent information available and none of the quantitative results raise concerns under the respective policies.

				Roper Industries, Inc. 2014 Proxy Statement				25

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Recent Changes to Our Program

We regularly review our compensation program to ensure it supports our business needs and also reflects investors’ views. As a result, several key changes were made to our program:

Enhanced performance requirements apply to all restricted stock awards that must be met before the shares may vest.

A “clawback” policy designed to recoup potential erroneous compensation payments has been adopted.

The “peer group” of publicly traded companies used for benchmarking compensation has been substantially changed to reflect our expansion into medical, software, and technology. We also requested a change in our Global Industry Classification System (GICS) from Standards & Poor’s to appropriately reflect Roper’s business mix.

ELEMENTS OF COMPENSATION

Our executive compensation program consists of several different elements, each with an objective that fits into our overall compensation program. Although there is no specific formula for allocating among the components, we emphasize the link between performance and compensation and consider our equity programsequity-based components to be a significant vehicle for achieving that objective. While long-term stock isincentives are a major component of executive compensation, other elements are used to provide an integrated and competitive total pay package.

Long-Term Stock Incentives

Equity compensation is the key element of the total compensation program for our executive officers, and receives the heaviest weighting of all elements. It is intended to be a key element in driving the creation of long-term value for investors, attracting and retaining executives capable of effectively executing our business strategies, and structuring compensation to account for the time horizons of risks. We emphasize equity compensation because it supports the achievement of many of our key compensation objectives:

 

tie pay to performance by linking compensation to stockholder value creation;creation and achievement of pre-determined and objective performance criteria;

align executives’ interests with those of stockholders;

 

attract executives, particularly those interested in building long-term value for stockholders, as equity compensation is the key element of competitive pay packages for executives; and

 

retain executives and reward future service, by providing for forfeiture of awards prior to satisfaction of multi-year service requirements.

Our long-term stock incentive program currently consistsincentives consist of two types of equity awards, both tied to stock price, sinceawards. Because the value that an executive officer may ultimately receive depends on the value of our stock. Thesestock, these awards align our executive officers’ interests with those of our stockholders.

 

Stock Options—The exercise price of stock options is set at the market closing price of our stock on the date of grant, with options generally vesting in installments over three years. This design gives executives an incentive to increase share price and requires continued service over several years to realize any potential gains.

 

Performance-Based Restricted Stock—As with stock options, restricted shares generally vest in installments over three years but may fully vest at the end of three years or other periods without annual vesting. Generally,years. In addition to continued service, the vesting of installmentsrestricted shares is contingent on the Company attaining a specific, level ofpre-determined and objective performance primarily to preserve tax deductibility undergoals, as certified by the Code.Committee. Dividends arehave been paid currently on restricted shares during the vesting period. Restrictedperiod to align executives with total returns to investors, although this practice is subject to review. Performance-based restricted stock is intended to encourage the retention of executives, while providingprovide a continuing incentive to increase stockholder value.value, and further align executives’ interests with investors.

Tying the vesting of stock awards to achievement of goals (beyond ensuring tax-deductibility) is authorized in our 2006 Incentive Plan and is regularly considered but has not been used to date. Considerations that have discouraged us from using broader performance contingencies are the difficulty in setting multi-year financial goals in uncertain economic times, risk abatement, simplicity, and implications of acquisitions on trailing performance.

26						Roper Industries, Inc. 2014 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

To strengthen the alignment with stockholders, the size of awards has been generally expressed as a constant number of shares, which fluctuates in value from year to year with changes in the stock price. We believe that this approach provides additional incentive for increasing the value of our shares, and exposes the executive to the risks of share ownership, while reinforcingand reinforces the linkage between stockholder returns and executive pay. The constancy of share-denominated awards also allows our executives to truly focus on long-term results which we believe is a key factor driving our sustained, superior returns for investors. Consistent with the “constant share” approach to equity award denomination, changes in total compensation for our executive officers closely align with our total stockholder return. The total compensation of our Chief Executive Officer, for example, has increased by 43% from 2011 to 2013 compared to a cumulative return to stockholders of 61% over the same period, as shown below.

Base Salary

Base salary is an important part of an executive’s compensation, and the Compensation Committee reviews each executive officer’s base salary annually as well as at the time of a promotion or other change in responsibility. Any salarySalary adjustments are usually approved early in the year, effective as of January 1. The

specific amount for each executive officer depends on the executive’s role in the Company, scope of responsibilities, experience and skills. Market practices are also considered in settingdetermining salaries. Base salaries are intended to assist us in attracting executives and recognizing differing levels of responsibility and contribution among executives. For our more senior executives, particularly our Chief Executive Officer, fixed base salary represents a smaller percentage of the aggregate potential compensation (consisting of base salary, cash bonus and equity incentives), since we link a greater percentage of their potential compensation to performance and value creation.

Annual Incentive Bonus

In addition to equity compensation and salary, annualAnnual cash bonuses are another important piece of total compensation for our executives. Annual bonus opportunities are intended to support the achievement of our business strategies by tying a meaningful portion of compensation to the achievement of established financial objectives for the year. These targets are discussed below in the section captioned “Analysis of 20122013 Compensation—Annual Incentive Bonus.” Annual bonus opportunities also are a key tool in attracting executives due to their market prevalence, and they add a variable component to our overall compensation structure. Bonuses are capped to avoid encouraging an excessive short-term focus at the expense of long-term soundness.

				Roper Industries, Inc. 2014 Proxy Statement				27

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Retirement Benefits

We do not have a traditional defined benefit pension program at this time, although ourprogram. Our executives are eligible to participate in a 401(k) program, which is the same as for other eligible employees. This program provides for matching contributions capped at 7.5% of base salary, subject to limitations imposed by the Code. We periodically review the retirement benefit component of our total compensation program for executives.

ToCode.To provide financial planning flexibility, we maintain a Non-Qualified RetirementDeferred Compensation Plan, pursuant to which our executive officers may elect to defer cash compensation and receive tax-deferred returns on those deferrals. This plan also providesis intended to provide deferred compensation benefits that would have been earned under the tax-qualified 401(k) program but for certain compensation and benefits limitations imposed by the Code. For more information on this plan, see the “Executive Compensation—2013 Non-Qualified Deferred Compensation” section below.

Perquisites and Other Benefits

We have generally avoided the use of perquisites and other types of non-cash benefits, and our executive officers participate in our other employee benefit programs on the same terms as other employees. We have, however, established a Medical Reimbursement Plan that covers certain medical and dental expenses of our executive officers, and we provide an automobile allowance and club memberships when they have a business purpose. All of the executive officers currently participate in these programs, and they are also eligible for reimbursement for financial planning.planning expenses.

Severance Arrangements and Change in ControlChange-in-Control Provisions

To assist in the recruitment of executives, we entered into severance and change-in-control arrangements with Messrs. Jellison, Humphrey and Liner when they joined the Company. These arrangements provide severance benefits in the event of termination of employment under certain circumstances, including a change in control.change-in-control. Any amounts or benefits payable under these arrangements would be either exempt from or compliant with the requirements of Section 409A of the Code. For a description of these agreements and the payments that would be due under various termination scenarios, see the “Potential Payments upon Termination or Change in Control” section below.

Our stock award program provides for acceleratedUnder our 2006 Incentive Plan, vesting of awards granted to all participants including our executive officers, in certain circumstances. Under our 2006 Incentive Plan, vesting will not be accelerated for

outstanding awards upon a “change in control”“change-in-control” (as defined in the 2006 Incentive Plan) ifunless the awards are not assumed or otherwise equitably converted into comparable awards by the acquiring company. If the awards are assumed by the acquirer and within two years after the change in control a participant’s employment is terminated without “cause” or a participant resigns for “good reason,” the participant’s awards will become vested (“double trigger” approach). We adopted this approach, rather than providing for vesting solely upon a change in control (“single trigger” approach) because we believe that the double trigger provides adequate employment protection and reduces potential costs associated with the agreements to an acquirer of the Company.

No Tax Gross-Ups

Under Section 280G of the Code, an executive may be subject to excise taxes on benefits received in relation to a change in control of the Company. While many companiesWe do not provide excise-tax gross-ups to executives to place the executive in the same tax position as if the excise tax did not apply, we do not provide this protection to any executive.apply.

28						Roper Industries, Inc. 2014 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Mix of Total Compensation

We emphasize long-term incentives that are tied to stock price over cash and other forms of compensation, although we do not use any formula or specific weightings or relationship for allocating the various compensation elements within our total compensation program. The annual performance-based cash bonus opportunity for our executive officers further emphasizes pay for performance. Base salary isAs shown below, 94% of total direct compensation for our CEO in 2013 was tied to performance with 82% in the form of equity compensation. For our other significant pay element but is generally less emphasized than annual and long-term incentive opportunities. As noted above, we offer perquisites and other types of non-cash benefits on a limited basis, and these represent a small portionexecutive officers, 84% of total compensation for executives. Our policies and practices are subjectwas tied to periodic review and possible revision.performance, on average.

2013 Total Direct Compensation ProcessMix

COMPENSATION PROCESS

The Compensation Committee oversees our compensation programs. It reviews each element of compensation for each of our executive officers at least once each yearannually and makes athe final determination regarding any adjustments to their current compensation structure and levels after considering a number of factors. The Compensation Committee generally takes into account the scope of the executive officer’s responsibilities, performance and experience as well as competitive compensation levels. During the annual review process, the Compensation Committee also considers our full-year financial results against financial performance in prior periods and the structure of our compensation programs relative to sound risk management.

The Committee also reviews the results of the advisory stockholder vote on executive compensation. At last year’s annual meeting, 96% of the votes cast with respect to the advisory vote approved the compensation of our executive officers as described in the CD&A and accompanying compensation tables included in our 2012 proxy statement. The Compensation Committee did not make any changes as a direct result of the vote.officers.

Consulting Assistance

Under its charter, the Compensation Committee has the authority to retain its own compensation consultants. For 2012,2013, the Compensation Committee retained Frederic W. Cook & Co., Inc. (the “Consultant”) to provide the Compensation Committee with independent, objective analysis and professional opinions on executive compensation matters. The Consultant is independent, reports directly to the Chair of the Compensation Committee and performs nohas never performed other work for the Company. The Committee determined that its engagement of the Consultant did not raise any conflicts of interest. The Consultant generally attends all meetings of the Compensation Committee where evaluations of the effectiveness of overall executive compensation programs are conducted or where compensation for

				Roper Industries, Inc. 2014 Proxy Statement				29

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

executive officers is analyzed or approved. The Consultant assists in gathering and analyzing market data for compensation paid for similar positions at companies with which we compete for executive talent. In addition, the Consultant provides expert knowledge of marketplace trends and best practices relating to competitive pay levels as well as developments in regulatory and technical matters.

Role of Our Chief Executive Officer

While the Compensation Committee is ultimately responsible for making all compensation decisions affecting our executive officers, our Chief Executive Officer participates in the underlying process because of his close day-to-day association with the other executive officers and his knowledge of all of the Company’s diverse business operations. Our Chief Executive Officer periodically discusses with the Compensation Committee the performance of the Company and of each executive officer, including himself. Although the Compensation Committee values the input of our Chief Executive Officer, he does not participate in the portion of the Compensation Committee meeting regarding the review of his own performance or the determination of the actual amounts of his compensation.

Market Benchmarking

Benchmarking pay levels for Roper’s executive officers is challenging given our portfolio transformation, high market valuation relative to revenues, and differentiated business model. We have no formal policies or practices on specific relationships between compensation for our executives and statistics on market pay levels. Our goal is to provide compensation, consistent with good governance practices, that allows us to attract and retain executives capable of effectively leading a diversified growthtechnology company. We operate in an intensely competitive business environment. Given our diverse portfolio of businesses and end-markets, we compete with a wide array of organizations for customers, potential acquisitions, and senior leadership capable of executing our business strategies and successfully deploying capital. The continuing transformation of our portfolio of businesses creates additional challenges in ensuring we are able to effectively compete for talent.

The evolution and complexity of our business complicates the peer selection process and can result in inappropriate and irrelevant groups comprised of much smaller companies, reflective of where Roper has been instead of where it is today in terms of business focus and mix.

Market pay levels are only one factor consideredthe Compensation Committee considers in evaluating the supply of and demand for executives, with the decision ultimately reflecting an evaluation of individual contribution and value to our Company. To provide an external frame of reference on range and reasonableness, we obtain information on market pay levels from various sources, including published compensation surveys and publicly available information for selected benchmark companies as well as for other publicly traded companies. Given the capital deployment responsibilities of executives at the enterprise level and the private equity-like nature of our business, we consider the compensation levels and practices used by private equity companies that offer comprehensive programs, which often include co-investment and leveraged carried-interest opportunities. We do not allow our executives to co-invest in Company investments, nor do they benefit from carried-interest tax treatment.

Information on pay levels and practices for a group of publicly traded benchmark companies is collected on a regular basis. The companies included in the benchmarking group are jointly selected by our Consultant and management and approved by the Compensation Committee. The group is reviewed at least annually in light of our development and growth but historically has not been changed every year (other than to remove acquired companies) to simplify the benchmarking process and provide continuity. Given our history of out-growing the selected benchmark companies,growth. Roper has been positioned in the middle of the group in terms of size, and ishistorically has been in the upper quartile of the benchmark companies based on performance. Size comparisons have been based on a balanced blend of multiple factors including enterprise value, market capitalization, and market valuation compared to revenues as usingrevenues. Using only revenues in measuring size understates Roper’s overall value and disregardsis a poor indicator of Roper’s relative value. Roper’s market capitalization is more than 4x its proven growth history. Following an extended review over multiple years,annual revenues. The revenues of the peer companies selected by the proxy advisors in 2013 were about equal to Roper but had a median market valuation of approximately 1.7x revenue. To be compared to companies of similar revenue size but with less than half the market valuation relative to revenues can be confusing and misleading.

30						Roper Industries, Inc. 2014 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Changes were made to the benchmark group was reconfigured for 2012, as listed below,2013 to better reflect our continued strong growth and sustained value creation, our expansion into medical, software, and technology driven businesses, (which included 95% of the $2.6 billion invested in new businesses over the last four years), and high market valuation relative to revenues and gross investment. In light of our changing business mix, we also requested a change in our GICS assignment which does not reflect our current business and can lead to inappropriate peer selection for purposes of benchmarking performance or compensation. The benchmark peer companies are listed below along with various size indicators. Danaher, the largest company and the only industrial conglomerate in the group, is included as many of our investors have told us they see Danaher as our closest peer.

Company		Ticker				Enterprise Value(1) ($ millions)				Market Capitalization(1) ($ millions)				Revenue(2) ($ millions)				Net Income(2) ($millions)				Type of Company
Danaher Corp			DHR			$	55,396			$	53,824			$	19,118			$	2,695			Industrial Conglomerate
Boston Scientific			BSX			$	19,727			$	16,049			$	7,143			$	(121	)		Health Care Equipment
CareFusion Corp			CFN			$	8,094			$	8,416			$	3,556			$	368			Health Care Equipment
Quest Diagnostics			DGX			$	11,051			$	7,786			$	7,146			$	849			Health Care Services
Laboratory Corp			LH			$	10,496			$	7,986			$	5,808			$	574			Health Care Services
Agilent Technologies			A			$	19,003			$	18,976			$	6,782			$	724			Life Sciences Tools & Services
PerkinElmer			PKI			$	5,438			$	4,634			$	2,166			$	167			Life Sciences Tools & Services
American Capital			ACAS			$	4,587			$	4,418			$	487			$	184			Private Equity / Asset Management
salesforce.com			CRM			$	35,034			$	33,280			$	3,760			$	(136	)		Software—Application
Adobe Systems Inc			ADBE			$	28,273			$	29,933			$	4,055			$	290			Software—Application
Intuit			INTU			$	21,127			$	21,744			$	4,231			$	866			Software—Application
Citrix Systems			CTXS			$	11,095			$	11,790			$	2,918			$	340			Software—Application
Autodesk			ADSK			$	10,038			$	11,352			$	2,294			$	249			Software—Application
Nuance Communications			NUAN			$	6,325			$	4,817			$	1,863			$	(149	)		Software—Application
Solera Holdings			SLH			$	5,610			$	4,872			$	890			$	3			Software—Application
Median						$	11,051			$	11,352			$	3,760			$	290
Roper			ROP			$	15,918			$	13,772			$	3,238			$	538			Diversified Technology

Source:

Standard & Poor’s Compustat

(1)	As of 12/31/13

(2)	Last four quarters available as of 12/31/13

				Roper Industries, Inc. 2014 Proxy Statement				31

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

A summary business description for each peer is provided below to demonstrate the closest peer to Roper. Given the evolutionbreadth and complexity of our business as well as external developments generally, more frequent changes may be required to the composition of the peer group than has been our historical practice.businesses.

Company		Business Description
Danaher		Industrial conglomerate that designs, manufactures, and markets professional, medical, industrial, and commercial products and services worldwide
Boston Scientific		Health care equipment company that develops, manufactures, and markets medical devices used in various interventional medical specialties worldwide
CareFusion		Medical technology company that provides various healthcare products and services
Quest Diagnostics		Provider of diagnostic testing, information and services, offering insights and interpretive consultation that enable patients and physicians to make healthcare decisions
Laboratory Corp.		Testing services company used by the medical profession in routine and specialized testing, patient diagnosis, and in the monitoring and treatment of disease
Agilent Technologies		Life sciences company that provides bio-analytical and electronic measurement solutions and services to the life sciences, chemical analysis, diagnostics and genomics, communications, and electronics industries worldwide
PerkinElmer		Provider of products, services and solutions to the diagnostics, research, environmental, industrial and laboratory services markets, addressing issues related to the health and safety of people and their environment
American Capital		Equity firm and global asset manager that invests in private equity, private debt, technology investments, special situation investments, and alternative asset funds
salesforce.com		Application software company that provides enterprise cloud computing (internet-based computing) and enterprise solutions (customer and collaboration relationship management (CRM)) including professional services to facilitate the adoption of its solutions
Adobe Systems		Diversified software company offering software and services used by professionals, marketers, knowledge workers, application developers, enterprises and consumers for creating, managing, delivering, measuring and engaging with content across multiple operating systems, devices and media
Intuit		Software company that provides business and financial management solutions for small businesses, consumers, and accounting professionals
Citrix Systems		Business software and service company that designs, develops and markets technology solutions that enable information technology (IT) services
Autodesk		Design software and services company offering business solutions, through technology products and services, to global customers in the architecture, engineering and construction; manufacturing, and digital media and entertainment industries
Nuance Communications		Global provider to businesses and consumers of voice and language solutions used in healthcare, mobile, consumer, enterprise customer service, and imaging markets
Solera Holdings		Global provider of software, products and services to the automobile insurance claims processing industry, including products and services for used vehicle validation, electronic titling, property claims management, fraud detection, etc.
Roper		Global provider of customer solutions through application software, SaaS, healthcare technology, healthcare equipment, energy systems, electronic instruments, and other asset-light niche technologies

 

•     American Capital Ltd.		•     Ingersoll-Rand plc		•     Rockwell Automation, Inc.
32				•     Ametek, Inc.		•     Intuit,Roper Industries, Inc.		•     SPX Corporation
•     Autodesk, Inc.		•     Life Technologies Corporation		•     salesforce.com, inc.
•     C.R. Bard, Inc.		•     Pall Corporation		•     Thermo Fisher Scientific, Inc.
•     Danaher Corporation		•     Pentair Ltd.
•     Dover Corporation		•     PerkinElmer, Inc.		2014 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

For each benchmark company, we gatherthe Compensation Committee reviews information regarding the total compensation levels for their named executive officers, specifically noting base salary, annual bonus, long-term equity incentives and other compensation, including retirement benefits and perquisites. In addition, for each company we compile information on dilution from stock incentives, share usage under stock incentive plans (including the number of shares historically granted annually as a percentage of total shares outstanding and the expense of all stock awards granted as a percentage of market capitalization), retirement practices and other related items. This information is summarized and reviewed with the Compensation Committee. We also periodically gather information from leading published compensation surveys for industrial companies generally and review information related to compensation among private equity firms.

CEO Compensation Relative to Other Executives

In addition to market pay information, the Compensation Committee considers our executive officers’ scope of responsibilities, nature of duties, and experience in an effort to ensure that compensation levels are reasonable and equitable from an internal perspective. A fundamental principle underlying the structure of our compensation program is that the relative proportion of incentive and equity compensation as a percentage of total compensation should increase commensurately with responsibility level. The role of our CEO has, by definition, the highest level of responsibility and requires the broadest complement of skills. In addition to fundamental functional skills, CEO operational acuity is essential for effective management across all our businesses and segments, particularly since we do not have a Chief Operating Officer. Our CEO must also be skilled at asset allocation and investments to ensure that the cash generated by operations is effectively deployed. We believe our strong performance and growth under the leadership of our CEO, coupled with his broad range of experience, are highly desired in the marketplace and make him very valuable to other potential employers. Further, fromFrom an internal perspective the CEO is more seasoned and experienced than our other executive officers, and also serves as our President and Chairman of the Board. Further, our CEO has been instrumental in building the sustainable high-performance and entrepreneurial culture at Roper which has created superior returns for investors for more than a decade. In light of these considerations, the Compensation Committee has set the compensation for our CEO at a level the Compensation Committee believes is appropriate and equitable relative to compensation for our other executive officers.

Analysis of 2012 CompensationANALYSIS OF 2013 COMPENSATION

Consistent with our philosophy of linking compensation to performance, compensation for our executive officers in 20122013 was linked to our business results (see “Business Overview and Results”“Outstanding Business Results for 2013” above for a summary of 20122013 results). This section discusses the compensation actions that were taken in 20122013 for our executive officers, as reported in the “Executive Compensation” section below.

Base Salary

In January 20122013 the Compensation Committee approved the following increases effective at the start of the year: Mr. Jellison (4.5%(4.3%), Mr. Humphrey (3.6%(3.4%), Mr. Liner (3.6%(2.3%) and Mr. Soni (5.5%(3.9%). The increases reflect the evaluation of the Compensation Committee and Mr. Jellison (except in regard to himself) of the responsibilities and performance of each executive officer.

Annual Incentive Bonus

Annual incentive bonus opportunities for our executive officers are based on achieving financial performance targets that are established at the start of the year. Additional factors related to the creation of value for stockholders are also considered when deemed appropriate by the Compensation Committee. Under our program, each executive officer is assigned an incentive opportunity expressed as a percentage of base salary. The percentages for 2012 were 225% of base salary for 2013 were 225% for our Chief Executive Officer, 150% of base salary for our Chief Financial Officer, 100% of base salary for Mr. Linerour General Counsel and 80% of base salary for Mr. Soni.our Controller. The percentages are consistent with our philosophy that the “at-risk” portion of total compensation should increase with position level and reflect market practice. Our annual incentive bonuses are capped at the foregoing respective percentages for our executive officers.officers in the interest of risk mitigation and avoidance of a short-term focus to decision-making.

For determining the 20122013 annual incentive bonus amount, the Compensation Committee retained the approach used in the prior year and set the base amount at the amount of 2011years. 2013 adjusted net earnings. The minimum performance levelearnings were required to reach at least $494 million (2012 adjusted net earnings) for any bonus was set at 100%to be earned. At $494 million of the base amount and the level at which the full bonus amount would be earned was set at 115% of the base amount. At the 100% minimum performance level,adjusted net earnings, 35% of the full bonus opportunity would be earned. If adjusted net earnings increased by 15% to $568 million, then 100% of the full bonus amount would be earned. To the extent adjusted net earnings was were

				Roper Industries, Inc. 2014 Proxy Statement				33

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

between 100%$494 million and 115% of the base amount,$568 million, the percentage of the bonus opportunity earned would be determined through straight-line interpolation.interpolation, as shown in the chart below. For 20122013 the adjusted net earnings for the Company exceeded 115%were $562 million, an increase of the base amount, and13.8%; accordingly, the Compensation Committee approved payment of 100%94.5% of the bonus opportunity. The performance bonuses to our executive officers for 20122013 are shown in the 20122013 Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation.”

Adjusted net earnings is net earnings increased or reduced to eliminate the effects of extraordinary items, accounting and tax law changes, discontinued operations, restructuring of debt obligations, asset dispositions, asset write-downs or impairment charges, acquisition-related expenses, litigation expenses and settlements, reorganization and restructuring programs, and non-recurring or special items (as discussed in management’s discussion and analysis in the Company’s 10-K for that year).

Long-Term Stock Incentives

In 2012,2013, we continuedawarded performance-based restricted stock to our practice of awarding either a combination ofChief Executive Officer and we awarded stock options and restricted shares or onlyperformance-based restricted shares to our other executive officers. Consistent with our constant-share approach, the number of shares awarded in 20122013 to Mr. Jellison, Mr. Liner,our CEO and Mr. Soni wereother executive offices was the same as each received in the prior year. The change in the value of their restricted stock awards for 20122013 compared to 20112012 as reported in the Stock Awards column of the Summary Compensation Table below exactly equals the increase in the stock price from the prior year at the time of the awards and thus reflects increased stockholder value. (The change in reported stock option values varies slightly due to inputs to the option valuation formula as required

under accounting rules.) For Mr. Humphrey, our Chief Financial Officer, the Compensation Committee decided to rebalance the weighting between stock options and restricted shares and granted Mr. Humphrey an equal number of stock options and restricted shares in 2012, reducing the number of stock options and increasing the number of restricted shares compared to prior awards in a manner such that the total value of the combined award was similar. These awards are shown in the 20122013 Grants of Plan-Based Awards Table below. For the 2013 restricted stock awards to vest, a minimum of $575 million in adjusted EBITDA (as defined above for adjusted net earnings with the exclusion of interest, taxes, depreciation, and amortization) must be achieved over each applicable four-quarter period, as certified by the Committee. Adjusted EBITDA related to the initial portion of the 2013 award was $1,035 million and was certified by the Committee.

Substantially enhanced performance requirements were applied to the 2014 performance-based restricted stock awards. For 50% of the award to vest, adjusted EBITDA of $863 million must be achieved. For context, this level of performance as measured against 2013 revenue, represents an EBITDA margin of more than 26%. To receive the full amount of the remaining half of the award, operating cash flow must be at least 20% of revenue.

Additional Information on Our ProgramADDITIONAL INFORMATION ABOUT OUR PROGRAM

Other arrangements and considerations that are important to a stockholder’s understanding of our overall executive compensation program are described below.

34						Roper Industries, Inc. 2014 Proxy Statement

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COMPENSATION DISCUSSION AND ANALYSIS(CONTINUED)

Share Ownership and Retention Guidelines

We believe that our executives should have a significant equity interest in the Company. To promote such equity ownership and further align the interests of our executives with our stockholders, we adopted share retention and ownership guidelines for our executive officers. The stock ownership requirements vary based upon the executive’s level and are expressed as a number of shares, ranging from a minimum of 100,000as shown below. All our executive officers hold shares for the Chief Executive Officer to 15,000 shares for Group Vice Presidents. substantially above these guidelines.

Position		Guideline Number of Shares				Market Value at Year-End Close*				Salary				Guideline Multiple of Salary
CEO			100,000			$	13,868,000			$	1,200,000				11.6x
Average Other Executive Officers			18,333			$	2,542,000			$	530,000				4.8x

*	Based on closing market price of our Common Stock on December 31, 2013 of $138.68

Until the stock ownership guidelines are met, an executive is required to retain 100% of any applicable shares received (on a net after tax basis) under our equity compensation program. Our key executives all meet the share ownership requirements. Our key executives will have a substantial portion of their incentive compensation paid in the form of our Common Stock. The program is subject to periodic review by the Compensation Committee.

HedgingAnti-Hedging Policy

Our insider trading policy prohibitsWe prohibit our executive officers from engaging in transactions involving derivative instruments with respect to Company securities, and other securities that are immediately convertible or exchangeable into such securities.

Compensation Recoupment Policy

We are committed to full compliance with mandated policies regardingIn the recoupment of erroneously paid compensation. Given the status of governmental guidance in regard to legislative requirements, we have independently initiated the developmentevent of a clawback policymaterial restatement of the Company’s financial results, other than a restatement due to changes in accounting principles or applicable law or interpretations thereof, the Board will review the facts and circumstance that led to the requirement for ourthe restatement and will take such actions as it deems necessary or appropriate. The Board will consider whether any executive officers.officer received compensation based on the original financial statements because it appeared he or she achieved financial performance targets which in fact were not achieved based on the restatement. The Board will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement and whether such acts or omissions constituted misconduct.

Regulatory Considerations

The Code contains a provision that limits the tax deductibility of certain compensation paid to our executive officers. This provision disallows the deductibility of certain compensation unless it is considered performance-based compensation under the Code. Our stock options are designed to be performance based and

fully deductible. The restricted stock awards granted to our executive officers in 2012 are performance-based in a manner that is intended to preserve their full deductibility.be performance-based and fully deductible. We have adopted policies and practices that should ensureintended to maximize the full deductibility of our annual incentive bonuses. However, we may forgo any or all of the tax deduction if we believe it to be in the best long-term interests of our stockholders.

In making decisions about executive compensation, we also consider the impact of other regulatory provisions, including the provisions of Section 409A of the Code regarding non-qualified deferred compensation and the change-in-control provisions of Section 280G of the Code. In making decisions about executive compensation, we also consider how various elements of compensation will impact our financial results. For example, ASC Topic 718, the accounting standard that determines the cost to be recognized for equity awards, is considered in reviewing the relative weighting between stock options and restricted shares.

				Roper Industries, Inc. 2014 Proxy Statement				35

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COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by:

Robert D. Johnson, Chairman

Robert E. Knowling, Jr.

Wilbur J. Prezzano

 

36				Submitted by:		Robert D. Johnson, Chairman Robert E. Knowling, Jr. Wilbur J. Prezzano Roper Industries, Inc. 2014 Proxy Statement

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EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to compensation paid to our principal executive officer, our principal financial officer, and our other executive officers for the fiscal year ended December 31, 2012.

20122013. In this section, we refer to the individuals in the 2013 Summary Compensation Table as our “named executive officers.”

2013 Summary Compensation Table

 

Name and Principal Position		Year				Salary (1)				Bonus				Stock Awards (2)				Option Awards (2)				Non-Equity Incentive Plan   Compensation  (1)(3)				Change in Pension Value & Nonqualified Deferred Compensation Earnings(4)				All Other   Compensation   (5)				Total Compensation
Brian D. Jellison			2012			$	1,150,000				-			$	14,043,000				-			$	2,587,500				-			$	305,205			$	18,085,705
Chairman of the Board, President and Chief Executive Officer			2011 2010				1,100,000   1,050,000				-   -				11,034,000   -				-   -				2,475,000   2,362,500				-   -				292,446 260,214				14,901,446   3,672,714
John Humphrey			2012				725,000				-				2,808,600			$	893,100				1,087,500				-				168,169				5,682,369
Executive Vice President and Chief Financial Officer			2011 2010				700,000   625,000				-   -				2,320,200   1,022,200				1,462,356   1,009,200				1,050,000   937,500				-   -				159,496 133,200				5,692,052   3,727,100
David B. Liner			2012				430,000				-				561,720				357,240				430,000				-				99,022				1,877,982
Vice President, General Counsel and Secretary			2011 2010				415,000   400,000				-   -				441,360   306,660				292,471   201,840				415,000   400,000				-   -				94,081 83,506				1,657,912   1,392,006
Paul J. Soni			2012				385,000				-				561,720				357,240				308,000				-				88,829				1,700,789
Vice President and Corporate Controller			2011 2010				365,000   350,000				-   -				441,360   306,660				292,471   201,840				292,000   262,500				-   -				84,453 71,038				1,475,284   1,192,038

Name and Principal Position		Year				Salary(1) ($)				Stock Awards(2) ($)				Option Awards(2) ($)				Non-Equity Incentive Plan Compensation(1)(3) ($)				Change in Pension Value & Nonqualified Deferred Compensation Earnings(4) ($)				All Other Compensation(5) ($)				Total Compensation ($)
Brian D. Jellison			2013				1,200,000				17,283,000				-				2,551,500				-				334,296				21,368,796
Chairman of the Board, President and Chief Executive Officer			2012				1,150,000				14,043,000				-				2,587,500				-				305,205				18,085,705
			2011				1,100,000				11,034,000				-				2,475,000				-				292,446				14,901,446
John Humphrey			2013				750,000				3,456,600				1,088,235				1,063,125				-				170,972				6,528,932
Executive Vice President and Chief Financial Officer			2012				725,000				2,808,600				893,100				1,087,500				-				168,169				5,682,369
			2011				700,000				2,320,200				1,462,356				1,050,000				-				159,496				5,692,052
David B. Liner			2013				440,000				691,320				435,294				415,800				-				96,642				2,079,056
Vice President, General Counsel and Secretary			2012 2011				430,000 415,000				561,720 441,360				357,240 292,471				430,000 415,000				-   -				99,022 94,081				1,877,982 1,657,912
Paul J. Soni			2013				400,000				691,320				435,294				302,400				-				86,646				1,915,660
Vice President and Corporate Controller			2012 2011				385,000 365,000				561,720 441,360				357,240 292,471				308,000 292,000				-   -				88,829 84,453				1,700,789 1,475,284

(1)	Amounts shown include, as applicable, deferrals to the 401(k) Plan and the Non-Qualified Retirement Plan.

 

(2)

The dollar values shown represent the grant date fair values for restricted stock and option awards held bygranted during the named executive officers,year indicated and calculated in accordance with ASC Topic 718. The assumptions used in determining the grant date fair values of these option awards are set forth in the Note 1211 to the Company’sour consolidated financial statements for 2012,2013, which are included in our Annual Report on Form 10-K for the fiscal year ended 2012,2013, filed with the SEC. The named executive officers have no assurance that these amounts will be realized. The restricted stock awards are subject to both time-based and performance-based vesting criteria. The performance-based criteria for awards granted in 2013 are described in the CD&A under “Analysis of 2013 Compensation—Long-Term Stock Incentives,” and the vesting schedule for awards granted in 2013 is set forth in the notes to the 2013 Outstanding Equity Awards at Fiscal Year End Table below.

 

(3)	The amounts in this column reflect payments made pursuant to the Company’sour cash incentive bonus plan,program, which is described above in the CD&A under“ “Analysis of 2013 Compensation—Annual Incentive Bonus.”

 

(4)	The Non-Qualified Retirement Plan does not provide for “above-market” or preferential earnings as defined in applicable SEC rules.

 

(5)	Amounts reported in the “All Other Compensation” column for 20122013 include the following items. In respect of any of these items that constitute perquisites, the value shown is the Company’s incremental cost.

 

Name		Club Memberships ($)				Company Car ($)				Additional Medical Benefits ($)				Contributions to Defined Contribution Plans ($)(a)				Club Memberships ($)				Company Car ($)				Additional Medical Benefits ($)				Company Contributions to Defined Contribution Plans(a) ($)				Financial Planning ($)
Brian D. Jellison			1,375				24,000				7,365				272,465				1,446				24,000				10,030				284,062				14,758
John Humphrey			7,506				24,000				3,141				133,522				7,694				24,000				1,465				137,813				-
David B. Liner			2,751				19,000				13,671				63,600				2,824				19,000				9,568				65,250				-
Paul J. Soni			7,506				19,000				11,352				50,971				7,694				19,000				6,852				53,100				-

 

(a)	Reflects contributions to the Non-Qualified Retirement Plan and Employee’s Retirement Savings 003 Plan.

				Roper Industries, Inc. 2014 Proxy Statement				37

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2012EXECUTIVE COMPENSATION(CONTINUED)

2013 Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended December 31, 20122013 to the named executive officers.

 

						Estimated Future Payout Under Non-Equity Incentive Plan Awards(1)												All Other Stock Awards: # of Shares of Stock /Units(2)				All Other Option Awards: # of Securities Underlying Options(3)				Exercise / Base Price of Option Awards ($/Sh)				Grant Date Fair Value ($)(4)
Name		Grant Date				Threshold ($)				Target ($)				Maximum ($)
Brian D. Jellison			1/18/2012																150,000												14,043,000
							905,625				2,587,500				2,587,500
John Humphrey			1/18/2012																30,000												2,808,600
			1/18/2012																				30,000				93.62				893,100
							380,625				1,087,500				1,087,500
David B. Liner			1/18/2012																6,000												561,720
			1/18/2012																				12,000				93.62				357,240
							150,500				430,000				430,000
Paul J. Soni			1/18/2012																6,000												561,720
			1/18/2012																				12,000				93.62				357,240
							107,800				308,000				308,000

						Estimated Future Payout Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)				All Other Option Awards: # of Securities Underlying Options(3)				Exercise / Base Price of Option Awards ($/Sh)				Grant Date Fair Value(4) ($)
Name		Grant Date				Threshold ($)				Target ($)				Maximum ($)				Target (#)
Brian D. Jellison			1/17/2013																150,000												17,283,000
							945,000				2,700,000				2,700,000
John Humphrey			1/17/2013																30,000												3,456,600
			1/17/2013																				30,000				115.22				1,088,235
							393,750				1,125,000				1,125,000
David B. Liner			1/17/2013																6,000												691,320
			1/17/2013																				12,000				115.22				435,294
							154,000				440,000				440,000
Paul J. Soni			1/17/2013																6,000												691,320
			1/17/2013																				12,000				115.22				435,294
							112,000				320,000				320,000

(1)	For an explanation of the material terms, refer to the CD&A section above captioned ““Analysis of 2013 Compensation—Annual Incentive Bonus.Bonus.” Amounts paid under this program for 20122013 are set forth in the 20122013 Summary Compensation Table.

 

(2)

The performance restricted shares granted on January 18, 2012 to Messrs. Jellison, Humphrey, Liner and Soni vest ratably on November 30, 2012, 2013, 2014, and 2014,2015, subject to certainthe performance conditions.criteria described in the CD&A under “Analysis of 2013 Compensation—Long-Term Stock Incentives.” Dividends are currently paid on unvested restricted shares.

 

(3)

The stock options granted to Messrs. Humphrey, Liner and Soni vest ratably on January 18, 2013,17, 2014, 2015, and 2015. All options2016, and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is 100% of the fair market value of our Common Stockcommon stock on the date of grant.

 

(4)	The dollar values reflect the grant date fair value of the awards as calculated in accordance with ASC Topic 718.

38						Roper Industries, Inc. 2014 Proxy Statement

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EXECUTIVE COMPENSATION(CONTINUED)

20122013 Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information with respect to outstanding equity awards at December 31, 20122013 for the named executive officers.

 

		Option Awards																Stock Awards
Name		# of Securities Underlying Unexercised Options   Exercisable				# of Securities Underlying Unexercised Options   Unexercisable				Option Exercise   Price ($)				Option Expiration       Date				# of Shares or Units of Stock That Have Not   Vested		Market Value of Shares or Units of Stock That Have Not Vested     ($)		Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not         Vested				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not     Vested ($)(1)
Brian D. Jellison			110,000								24.2000				02/25/14
			108,084								52.1900				02/16/17
			330,000				110,000	(2)			55.2200				02/18/18
																							200,000	(6)(9)			22,296,000
John Humphrey			6,057								49.5150				04/24/13
			40,000								52.1900				02/16/17
			40,000								55.2200				02/18/18
							20,000	(3)			51.1100				01/22/20
			20,000				40,000	(4)			73.5600				01/20/21
							30,000	(5)			93.6200				01/18/22
																							42,667	(7)(9)			4,756,517
David B. Liner			12,000								52.1900				02/16/17
			12,000								55.2200				02/18/18
			12,000								41.9500				02/12/19
			8,000				4,000	(3)			51.1100				01/22/20
			4,000				8,000	(4)			73.5600				01/20/21
							12,000	(5)			93.6200				01/18/22
																							7,800	(8)(9)			869,544
Paul J. Soni			6,144								22.5550				03/24/14
			12,000								52.1900				02/16/17
			12,000								55.2200				02/18/18
			12,000								41.9500				02/12/19
			8,000				4,000	(3)			51.1100				01/22/20
			4,000				8,000	(4)			73.5600				01/20/21
							12,000	(5)			93.6200				01/18/22
																							7,800	(8)(9)			869,544

Name		Option Awards																Stock Awards
		# of  Securities Underlying Unexercised Options Exercisable				#  of Securities Underlying Unexercised Options Unexercisable				Option Exercise Price ($)				Option Expiration Date				# of Shares or Units of Stock That  Have Not Vested		Market Value of Shares or Units of Stock That  Have Not Vested ($)		Equity Incentive Plan Awards: #  of Unearned Shares, Units or Other Rights That Have Not Vested				Equity Incentive Plan Awards: Market  or Payout Value of Unearned Shares, Units or Other  Rights that Have Not Vested ($)(1)
Brian D. Jellison			110,000								24.2000				02/25/14
			108,084								52.1900				02/16/17
			440,000								55.2200				02/18/18
																							200,000	(5)(8)			27,736,000
John Humphrey			40,000								52.1900				02/16/17
			40,000								55.2200				02/18/18
			20,000								51.1100				01/22/20
			40,000				20,000	(2)			73.5600				01/20/21
			10,000				20,000	(3)			93.6200				01/18/22
							30,000	(4)			115.2200				01/17/23
																							40,000	(6)(8)			5,547,200
David B. Liner			12,000								52.1900				02/16/17
			12,000								55.2200				02/18/18
			12,000								41.9500				02/12/19
			12,000								51.1100				01/22/20
			8,000				4,000	(2)			73.5600				01/20/21
			4,000				8,000	(3)			93.6200				01/18/22
							12,000	(4)			115.2200				01/17/23
																							6,000	(7)(8)			832,080
Paul J. Soni			6,144								22.5550				03/24/14
			12,000								52.1900				02/16/17
			12,000								55.2200				02/18/18
			12,000								41.9500				02/12/19
			12,000								51.1100				01/22/20
			8,000				4,000	(2)			73.5600				01/20/21
			4,000				8,000	(3)			93.6200				01/18/22
							12,000	(4)			115.2200				01/17/23
																							6,000	(7)(8)			832,080

(1)	Calculated by multiplying $111.48,$138.68, the closing market price of our Common Stockcommon stock on December 31, 2012,2013, by the number of restricted shares that have not vested.

 

(2)	These stock options were granted as a multi-year award on February 18, 2008 with unexercisable shares vesting in February 2013.

(3)	These stock options were granted on January 22, 2010 with unexercisable shares vesting in January 2013.

(4)	These stock options were granted on January 20, 2011 with unexercisable shares vesting ratably in January 2013 and 2014.

 

(5)(3)

These stock options were granted on January 18, 2012 with unexercisable shares vesting ratably in January of 2013, 2014 and 2015.

(4)	These stock options were granted on January 17, 2013 with unexercisable shares vesting ratably in January of 2014, 2015 and 2016.

(5)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to applicable Company performance conditions, as follows:

(I)

50,000 shares remaining from 150,000 shares granted January 20, 2011 and vesting in 2014;

(II)

50,000 shares remaining from 150,000 shares granted January 18, 2012 and vesting in 2014; and

(III)

100,000 shares remaining from 150,000 shares granted January 17, 2013 and vesting ratably in 2014 and 2015.

				Roper Industries, Inc. 2014 Proxy Statement				39

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EXECUTIVE COMPENSATION(CONTINUED)

 

(6)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to certainapplicable Company performance conditions, as follows:

 

(I)

100,00010,000 shares remaining from 10,000 shares granted January 20,November 16, 2011 and vesting ratably in 2013 and 2014;

 

(II)

100,00010,000 shares remaining from 30,000 shares granted January 18, 2012 and vesting in 2014; and

(III)

20,000 shares remaining from 30,000 shares granted on January 17, 2013 and vesting ratably in 20132014 and 2014.2015.

 

(7)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to certainapplicable Company performance conditions, as follows:

 

(I)

6,0002,000 shares remaining from 20,0006,000 shares granted January 22, 2010 and vesting in 2013;

(II)

6,667 shares remaining from 20,000 shares granted January 20, 2011 and vesting in 2013;

(III)

10,000 shares remaining from 10,000 shares granted November 16, 201118, 2012 and vesting in 2014; and

 

(IV)

20,000 shares remaining from 30,000 shares granted on January 18, 2012 and vesting in 2013 and 2014.

(8)	This represents multiple restricted stock awards with the remaining shares of each grant vesting, subject to certain Company performance conditions, as follows:

(I)

1,800 shares remaining from 6,000 shares granted January 22, 2010 and vesting in 2013;

(II)

2,000 shares remaining from 6,000 shares granted January 20, 2011 and vesting in 2013; and

(III)

4,000 shares remaining from 6,000 shares granted January 18, 201217, 2013 and vesting ratably in 20132014 and 2014.2015.

 

(9)(8)

For restricted stock granted in January 2010, 2011, 2012 and 2012,2013, the actual vesting dates in each year will be the day afteronly occurs if the Compensation Committee certifies the Company’s attainment of related performance goals.

20122013 Option Exercises and Stock Vested

 

		Option Awards								Stock Awards
Name		# of Shares Acquired         on Exercise				Value Realized Upon         Exercise  ($)				# of Shares Acquired            on Vesting				Value Realized on         Vesting ($)				Option Awards								Stock Awards
Name																		# of Shares Acquired on Exercise				Value Realized Upon Exercise ($)				# of Shares Acquired on Vesting				Value Realized on Vesting ($)
			411,261				31,012,403				320,000				33,749,200				-				-				150,000				19,455,000
John Humphrey			153,943				8,457,482				29,333				3,040,530				6,057				450,853				32,667				4,163,410
David B. Liner			24,000				1,481,835				7,800				800,642				-				-				7,800				989,610
Paul J. Soni			25,656				1,776,340				7,800				800,642				-				-				7,800				989,610

Pension Benefits

None of our named executive officers participate in a Company-sponsored defined-benefit pension plan.

20122013 Non-Qualified Deferred Compensation

Pursuant to the Company’s Non-Qualified Retirement Plan, named executive officers may defer base salary and payments earned under the annual incentive bonus plan. Deferral elections are made by eligible executives before the beginning of each year for amounts to be earned in the following year. The executive may invest such amounts in funds that are substantially similar to those available under the 401(k) Plan.

The following table sets forth certain information with respect to the Non-Qualified Retirement Plan for our named executive officers during the fiscal year ended December 31, 2012.2013.

 

Name		Executive      Contributions     in Last FY ($)(1)				Registrant      Contributions     in Last FY ($)(2)				Aggregate Earnings     in Last FY     ($)(3)				Aggregate Withdrawals/     Distributions     ($)				Aggregate Balance     at Last FYE     ($)
Brian D. Jellison			217,500				253,124				414				456,219				322,425
John Humphrey			177,501				114,375				50,769				149,296				505,233
David B. Liner			50,700				44,625				38,126				-				478,115
Paul J. Soni			40,620				32,024				20,164				-				203,005

Name		Executive Contributions in Last FY(1) ($)				Registrant Contributions in Last FY(2) ($)				Aggregate Earnings in Last FY(3) ($)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last FYE ($)
Brian D. Jellison			227,250				264,937				177				669,618				145,171
John Humphrey			773,314				118,688				(20,114	)			307,747				1,069,374
David B. Liner			52,200				46,125				87,437				-				663,877
Paul J. Soni			42,480				33,975				68,521				-				347,980

(1)	Amounts reflect participant deferrals under the Non-Qualified Retirement Plan during the fiscal year and all of these amounts are included in the Summary Compensation Table above in the “Salary” or “Non-Equity Incentive Plan Compensation” column as applicable.

(2)	The amounts are included in the Summary Compensation Table in the “All Other Compensation” column.

 

(3)	No portion of these earnings was included in the Summary Compensation Table because the Non-Qualified Retirement Plan does not provide for “above-market” or preferential earnings as defined in applicable SEC rules.

40						Roper Industries, Inc. 2014 Proxy Statement

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EXECUTIVE COMPENSATION(CONTINUED)

Potential Payments upon Termination or Change in Control

As described above in the CD&A, theThe employment agreement with Mr. Jellison and offer letters or separation agreements with other named executive officers provide for certain benefits in the event of the termination of the officer’s employment under certain conditions. The amount of the benefits varies depending on the reason for termination, as explained below. In no event will excise tax gross-ups be paid in regard to a termination of employment related to a change in control.

Employment Agreement with Mr. Jellison

Termination for Cause; Resignation Without Good Reason. If Mr. Jellison werewas terminated for cause or if he werewas to resign without good reason (as such terms are defined in his agreement), he would receive the salary and vested benefits that are accrued through the date of termination, plus a pro-rata portion of his annual bonus earned through the date of termination, assuming the Company achieved the level of performance for which a bonus is paid for that year. No special severance benefits would be payable.

Termination Due to Death or Disability. If Mr. Jellison werewas to die or terminate employment due to disability, he (or his estate) would receive salary and vested benefits accrued through the date of termination, plus a pro-rata portion of his annual bonus earned through the date of termination, assuming the Company achieved the level of performance for which a bonus is paid for that year. No special severance benefits would be payable.

Termination Without Cause; Resignation for Good Reason.If Mr. Jellison werewas terminated without cause or resigned for good reason, either before a change of control of the Company occurs or more than one year after a change of control, he would receive a severance payment, in addition to accrued salary, earned and unpaid bonus from the prior fiscal year and vested benefits, of two times his annual base salary. He would also receive a pro-rated target bonus for the year and continuation of health and welfare benefits for a period of two years. Any stock option that would have vested during the one-year period following termination would also become immediately exercisable.

In Connection with a Change of Control. If Mr. Jellison werewas terminated without cause or resigned for good reason within one year following a change of control of the Company, then in addition to accrued salary, prorated bonus and vested benefits, he would be entitled to:

 

a severance payment equal to two times the sum of (i) his then current base salary and (ii) the greater of the average of his last two years’ annual bonuses or his target bonus for the year of termination,

 

accelerated vesting of all of his outstanding equity awards, and

 

continuation of health and welfare benefits for a period of two years.

Restrictive Covenants. Mr. Jellison has also agreed not to compete with the Company for a period of one year after his termination of employment for any reason.

Offer Letters to Messrs. Humphrey and Liner

Mr. Humphrey. Pursuant to an offer letter dated April 24, 2006, as amended December 30, 2008, if Mr. Humphrey’s employment is terminated without cause, he would be entitled to receive one year of medical benefit coverage and a severance payment equal to his then-current annual base salary.

Mr. Liner. Pursuant to an offer letter dated July 21, 2005, as amended December 30, 2008, if Mr. Liner’s employment is terminated without cause, he would be entitled to receive one year of medical benefit coverage and a severance payment equal to the sum of his then-current annual base salary and annual bonus earned with respect to the last year before the termination occurred.

				Roper Industries, Inc. 2014 Proxy Statement				41

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EXECUTIVE COMPENSATION(CONTINUED)

Summary of Termination Payments and Benefits

The following tables summarize the value of the termination payments and benefits that each of our named executive officers would receive if he had terminated employment on December 31, 20122013 under the circumstances shown. Scenarios for termination due to involuntarily for cause, voluntary resignation, and retirement have not been included because, in those circumstances, no severance or other additional payments will be made to named executive officers. Scenarios for termination due to death or disability have not been included because they do not discriminate in scope, terms or operation in favor of named executive officers compared to the benefits offered to all salaried employees.

BRIAN D. JELLISON

 

		Termination Scenario												Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Potential Payments Upon Termination or Following aChange-in-Control														By Employee For Good Reason ($)				By Company Without Cause ($)				Following Change-in- Control(1)($)
Cash payments		$	4,887,500			$	4,887,500			$	7,475,000				4,951,500				4,951,500				7,503,000
Accelerated Equity Awards(2)
2008 Stock Option Grant			-				-				6,188,600
Accelerated Equity Awards(2)(3)
2011 Restricted Stock Grant			-				-				11,148,000				-				-				6,934,000
2012 Restricted Stock Grant			-				-				11,148,000				-				-				6,934,000
2013 Restricted Stock Grant															-				-				13,868,000
Continued Medical Benefits			21,731				21,731				21,731				24,466				24,466				24,466
Total		$	4,909,231			$	4,909,231			$	35,981,331				4,975,966				4,975,966				35,263,466

JOHN HUMPHREY

 

		Termination Scenario												Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good Reason				By Company Without Cause				Change-in- Control(1)
Potential Payments Upon Termination or Following a Change-in-Control														By Employee For Good Reason ($)				By Company Without Cause ($)				Following Change-in- Control(1) ($)
Cash payments			-			$	725,000			$	725,000				-				750,000				750,000
Accelerated Equity Awards(2)(3)
2010 Stock Option Grant			-				-				1,207,400
2011 Stock Option Grant			-				-				1,516,800				-				-				1,302,400
2012 Stock Option Grant			-				-				535,800				-				-				901,200
2010 Restricted Stock Grant			-				-				668,880
2011 Restricted Stock Grant			-				-				1,858,037
2012 Restricted Stock Grant			-				-				2,229,600
2013 Stock Option Grant															-				-				703,800
2011 Restricted Stock Grants															-				-				1,386,800
2012 Restricted Stock Grants															-				-				1,386,800
2013 Restricted Stock Grants															-				-				2,773,600
Continued Medical Benefits			-				32,565				32,565				-				17,069				17,069
Total			-			$	757,565			$	8,774,083				-				767,069				9,221,669

42						Roper Industries, Inc. 2014 Proxy Statement

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EXECUTIVE COMPENSATION(CONTINUED)

DAVID B. LINER

 

		Termination Scenario												Termination Scenario
Potential Payments Upon Termination or Change-in-Control		By Employee For Good         Reason				By Company Without Cause				Change-in- Control(1)
Potential Payments Upon Termination or Following a Change-in-Control														By Employee For Good Reason ($)				By Company Without Cause ($)				Following Change-in- Control(1) ($)
Cash payments			-				$860,000				$860,000				-				855,800				855,800
Accelerated Equity Awards(2)(3)
2010 Stock Option Grant			-				-				241,480
2011 Stock Option Grant			-				-				303,360				-				-				260,480
2012 Stock Option Grant			-				-				214,320				-				-				360,480
2010 Restricted Stock Grant			-				-				200,664
2011 Restricted Stock Grant			-				-				222,960
2013 Stock Option Grant															-				-				281,520
2012 Restricted Stock Grant			-				-				445,920				-				-				277,360
2013 Restricted Stock Grant															-				-				554,720
Continued Medical Benefits			-				16,519				16,519				-				12,233				12,233
Total			-				$876,519				$2,505,223				-				868,033				2,602,593

PAUL J. SONI

 

		Termination Scenario
Potential Payments Upon Termination or Following a Change-in-Control		By Employee For Good Reason ($)				By Company Without Cause ($)				Following Change-in- Control(1)($)
Cash payments			-				-				-
Accelerated Equity Awards(2)(3)
2010 Stock Option Grant			-				-				241,480
2011 Stock Option Grant			-				-				303,360  260,480
2012 Stock Option Grant			-				-				214,320  360,480
2010 Restricted2013 Stock Option Grant			-				-				200,664
2011 Restricted Stock Grant			-				-				222,960  281,520
2012 Restricted Stock Grant			-				-				445,920  277,360
2013 Restricted Stock Grant			-				-				554,720
Continued Medical Benefits			-				-				-
Total			-				-				$1,628,704
											1,734,560

(1)	Assumes employment is terminated involuntarily without cause.cause, or also with respect to Mr. Jellison, he resigns for good reason.

 

(2)	Based on $111.48$138.68 closing price as of December 31, 2012.2013.

 

(3)

Pursuant to Section 14.7Under the terms of theour 2006 Incentive Plan, stock options become fully exercisable and time-based vesting restrictions fully lapse upon the occurrence of a change in control.control, (i) outstanding stock options become fully exercisable, (ii) time-based vesting restrictions on outstanding restricted stock awards lapse, and (iii) the target payout opportunities on outstanding performance-based restricted stock awards shall be deemed to have been fully earned (subject to the conditions provided in the 2006 Incentive Plan). For more information, see “Elements of Compensation—Severance Arrangements and Change-in-Control Provisions.”

PROPOSAL 2

ADVISORY VOTE ON THE COMPENSATION OF

THE COMPANY’S NAMED EXECUTIVE OFFICERS

The Company seeks your advisory vote approving the compensation of our named executive officers as disclosed in this Proxy Statement. We believe that our executive compensation programs are structured in the best manner possible to support our business objectives, evidenced by the superior returns Roper has delivered to its stockholders. Over the past 10 years, Roper’s total return to stockholders was 20.6% compounded annually, compared to 7.1% annually for the S&P 500. Over the past five years, Roper’s return was 13.0% annually, compared to 1.7% for the S&P 500.

Our executive compensation programs are designed to provide competitive total compensation that is tied to the achievement of Company performance objectives and to attract, motivate and retain individuals who will build long-term value for our stockholders. See “Compensation Discussion and Analysis” above. Key characteristics of our executive compensation programs include the following:

 

A significant portion of our executive officer’s potential cash compensation is tied to Company performance. Cash bonuses under our non-equity incentive plan for our executive officers are only paid if the Company attains its annual financial target.

				Roper Industries, Inc. 2014 Proxy Statement				43

The number of shares awarded as restricted stock and stock options under our equity incentive programs are generally consistent from year to year, so that the value actually received by executives ultimately depends on the Company’s future long-term performance. These grants comprise a significant portion of an executive’s potential compensation.

Fixed base salary for our executive officers represents a smaller percentage of the aggregate potential compensation (consisting of base salary, incentive cash bonus and equity incentives) and is reviewed annually and along with the total compensation.

We cap non-equity incentive (cash) bonuses for our named executive officers to avoid encouraging a short-term focus.

We have few perquisites and other benefits for our named executive officers.

Our stock incentive plan expressly prohibits the repricing of stock options.

We do not have a defined pension benefit plan. Our executives may participate in our 401(k) Plan on the same terms as other eligible employees and they may also defer cash compensation (and receive tax-deferred returns on those amounts) under our Non-Qualified Retirement Plan.

We use a “double trigger” approach for vesting under our equity incentive plan upon a change in control. This means that the vesting for all participants, including our named executive officers, may be accelerated if the awards are not assumed by the acquiring company or if they are assumed and the participant’s employment is terminated under certain circumstances.

We do not provide excise tax gross-ups for change-in-control payments.

We have share ownership and retention guidelines for our executives to assure that our executive’s interests are aligned with those of our stockholders.

We are seeking stockholder approval of the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this Proxy Statement is hereby APPROVED.

The vote on this proposal is advisory and non-binding; however, the Compensation Committee and the Board will review the results of the vote and consider them when making future determinations regarding our executive compensation programs.

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The Board of Directors recommends a vote “FOR” the resolution providing an advisory approval of the Company’s compensation of executive officers.

PROPOSAL 3

AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION

TO PROVIDE FOR ANNUAL ELECTION OF DIRECTORS

The Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides that the Board of Directors shall be divided into three classes of directors, as nearly equal in number as possible, with the term of one class expiring at each annual meeting of stockholders and each class serving three-year terms.

The Board of Directors believes that the classified board structure has encouraged directors to take a long term-perspective and has provided stability to the Board of Directors and the Company along with continuity and protection against certain coercive takeover tactics. Despite these benefits, the Board of Directors recognizes that there is a growing corporate governance trend in favor of declassified boards and the annual election of all directors. After careful consideration, the Board of Directors has unanimously approved an amendment to Article 8 of the Certificate of Incorporation to declassify the Board of Directors and make certain related changes (this “Amendment”). A copy of Article 8 of the Certificate of Incorporation, as it would be implemented upon stockholder approval of this proposal to declassify the Board of Directors, is attached as Appendix A to this Proxy Statement.

The Board of Directors believes that a declassified board structure should be phased-in so that directors serving immediately following the 2013 Annual Meeting of Stockholders can serve out the terms to which they have been elected. Pursuant to this Amendment, the Board of Directors would be declassified, and all directors elected on an annual basis, starting with the 2016 Annual Meeting of Stockholders. If approved by stockholders, this proposal would be effected as follows:

The directors belonging to the class of directors elected at this 2013 Annual Meeting of Stockholders will be elected for a three-year term expiring at the 2016 Annual Meeting of Stockholders and will serve out their terms in full. They or their successors would stand for election at the 2016 Annual Meeting of Stockholders, and subsequent annual meetings of stockholders, for a one-year term.

The directors belonging to the class of directors whose terms expire at the 2014 Annual Meeting of Stockholders would serve out their current terms, and they or their successors would stand for election at the 2014 Annual Meeting of Stockholders, and subsequent annual meetings of stockholders, for a one-year term.

The directors belonging to the class of directors whose terms expire at the 2015 Annual Meeting of Stockholders would serve out their current terms, and they or their successors would stand for election at the 2015 Annual Meeting of Stockholders, and subsequent annual meetings of stockholders, for a one-year term.

Beginning with the 2016 Annual Meeting of Stockholders, and at each annual meeting thereafter, our entire Board of Directors would stand for election for a one-year term and the Board of Directors would no longer be classified.

Consistent with Delaware Law, because the Board of Directors is classified, the Certificate of Incorporation currently provides that the directors are removable by stockholders only “for cause.” Upon the declassification of the Board of Directors as of the 2016 Annual Meeting of Stockholders, all directors would be removable “with or without cause” upon the requisite vote of stockholders.

If this Amendment is approved it will become effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State, which we intend to do promptly following this 2013 Annual Meeting of Stockholders.

The Board of Directors recommends a vote “FOR” the approval of the amendment to the Certificate of Incorporation.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is comprised of three non-employee directors, each of whom has been determined by the Board of Directors to be independent under the rules of the NYSE and the SEC. The Audit Committee’s responsibilities are set forth in its charter.

The Audit Committee oversees and reviews with the full Board of Directors any issues with respect to the Company’s financial statements, the structure of the Company’s legal and regulatory compliance, the performance and independence of the Company’s independent auditorsIndependent Certified Public Accountants and the performance of the Company’s internal audit function. The Committee retains the Company’s independent auditorsIndependent Certified Public Accountants to undertake appropriate reviews and audits of the Company’s financial statements, determines the compensation of the independent auditors,Independent Certified Public Accountants, and pre-approves all of their services. The Company’s management is primarily responsible for the Company’s financial reporting process and for the preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States. The Audit Committee maintains oversight of the independent public accountantsIndependent Certified Public Accountants by discussing the overall scope and specific plans for their audits, the results of their examinations, their evaluations of the Company’s internal accounting controls and the overall quality of the Company’s financial reporting. The Audit Committee may delegate its duties and responsibilities to a subcommittee of the Committee.

The Audit Committee maintains oversight of the Company’s internal audit function by evaluating the appointment and performance of the Company’s Vice President of internal auditingInternal Auditing and periodically meeting with the Vice President of internal auditingInternal Auditing to receive and review reports of the work of the Company’s internal audit department. The Audit Committee meets with management on a regular basis to discuss any significant matters, internal audit recommendations, policy or procedural changes and risks or exposures, if any, that may have a material effect on the Company’s financial statements.

The Audit Committee has: (i) appointed and retained PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent auditorsaccounting firm for the fiscal year ended December 31, 2012;2013; (ii) reviewed and discussed with the Company’s management the Company’s audited financial statements for the fiscal year ended December 31, 2012;2013; (iii) discussed with PwC the matters required to be discussed by the statements on Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1.AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; (iv) received the written disclosures and the letter from the independent accountantIndependent Certified Public Accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’sIndependent Certified Public Accountants’ communications with the audit committee concerning independence, and has discussed with the independent accountantsIndependent Certified Public Accountants its independence; (v) discussed matters with PwC outside the presence of management; (vi) reviewed internal audit recommendations; (vii) discussed with PwC the quality of the Company’s financial reporting; and (viii) reviewed and discussed with PwC the results of the audit of the effectiveness of internal control over financial reporting in accordance with § 404 of the Sarbanes-Oxley Act.

In reliance on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012,2013, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE:

David W. Devonshire, Chairman

John F. Fort III

Christopher Wright

The foregoing report and other information provided above regarding the Audit Committee should not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or Securities Exchange Act of 1934, as amended, (the “Exchange Act”), except to the extent that Roper specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

44						Roper Industries, Inc. 2014 Proxy Statement

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INDEPENDENT PUBLIC ACCOUNTANTS FEES

Set forth below are the professional fees billed by PwC for the fiscal years ended December 31, 20122013 and 2011.2012. It is the Audit Committee’s policy that all services performed by and all fees paid to the independent auditor require the Audit Committee’s prior approval. As such, all audit, audit-related tax and other fees were pre-approved by the Audit Committee.

 

		Dollars in Thousands
Fees		FY 2012				FY 2011
Audit Fees(1)			$4,166				$3,729
Audit-Related Fees(2)			487				232
Tax Fees(3)			1,078				754
All Other Fees			6				24
Total Fees			$5,737				$4,739

		Dollars in Thousands
Fees		FY 2013				FY 2012
Audit Fees(1)			4,346				4,166
Audit-Related Fees(2)			438				487
Tax Fees(3)			843				1,078
All Other Fees			6				6
Total Fees			5,633				5,737

(1)

Aggregate fees from PwC for audit or review services in accordance with the standards of the Public Company Accounting Oversight Board (United States) and fees for services, such as statutory audits and review of documents filed with SEC. Audit fees also include fees paid in connection with services required for compliance with Section 404 of the Sarbanes-Oxley Act.

 

(2)	Aggregate fees from PwC for assurance and related services which primarily include due diligence on acquisition targets.

 

(3)	Tax fees include tax compliance, assistance with tax audits, tax advice and tax planning.

				Roper Industries, Inc. 2014 Proxy Statement				45

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PROPOSAL 41: ELECTION OF DIRECTORS

The terms of office for Richard Wallman and Christopher Wright expire at this Annual Meeting. Upon recommendation of the Nominating and Governance Committee, our Board of Directors has nominated Messrs. Wallman and Wright to stand for re-election as directors for one-year terms expiring at the 2015 Annual Meeting of Stockholders or when their respective successors are elected and qualified.

If prior to the meeting a director nominee is unable to serve, which the Board of Directors does not anticipate, the proxy will be voted for a substitute nominee selected by the Board of Directors, or the Board may choose to reduce its size.

Information regarding each of our director nominees is set forth above under the heading “Board of Directors.”

The Board of Directors recommends a vote “FOR” the election to the Board of Directors of each of the following director nominees:

Name		Age		Director Since		Independent		Occupation
Richard F. Wallman		63		2007		Yes		Former CFO and SVP, Honeywell International Inc.
Christopher Wright		56		1991		Yes		Chairman, EMAlternatives LLC

46						Roper Industries, Inc. 2014 Proxy Statement

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PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF

THE COMPANY’S NAMED EXECUTIVE OFFICERS

We are seeking your advisory vote approving the compensation of our named executive officers as disclosed in this Proxy Statement. We believe that our executive compensation programs are structured in the best manner possible to support our business objectives, evidenced by the superior returns we have delivered to our stockholders. Over the past 10 years, our total return to stockholders was 19.6% compounded annually, compared to 7.4% annually for the S&P 500. Over the past five years, our return was 26.9% annually, compared to 17.9% for the S&P 500.

Our executive compensation programs are designed to provide competitive total compensation that is tied to the achievement of Company performance objectives and to attract, motivate and retain individuals who will build long-term value for our stockholders. See the “Proxy Statement Summary” and “Compensation Discussion and Analysis” above for key characteristics of our executive compensation programs.

We are seeking stockholder approval of the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this Proxy Statement is hereby APPROVED.

The vote on this proposal is advisory and non-binding; however, the Compensation Committee and our Board will review the results of the vote and consider them when making future determinations regarding our executive compensation programs.

The Board of Directors recommends a vote “FOR” the resolution providing an advisory approval of the Company’s compensation of executive officers.

				Roper Industries, Inc. 2014 Proxy Statement				47

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PROPOSAL 3: RATIFICATION OF THE APPOINTMENT

OF PRICEWATERHOUSECOOPERS LLP AS

OUR INDEPENDENT REGISTERED ACCOUNTING FIRM

FOR THE YEAR ENDING DECEMBER 31, 20132014

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered accounting firm for the year ending December 31, 2013. The2014. Our Board of Directors recommends that the stockholders ratify this appointment. PwC has been the Company’s independent auditor since May 2002. One or more representatives of PwC are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire, and to respond to appropriate questions of stockholders in attendance. If this proposal does not pass, the selection of our independent registered accounting firm will be reconsidered by the Audit Committee and the Board of Directors. Even if the proposal passes, the Audit Committee may decide to select another firm at any time.

The Board of Directors recommends a vote “FOR” approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for the year ending December 31, 2013.2014.

48						Roper Industries, Inc. 2014 Proxy Statement

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INFORMATION REGARDING THE

2014 2015 ANNUAL MEETING OF STOCKHOLDERS

If you wish to submit a stockholder wishesmatter to presentbe considered at the 2015 Annual Meeting, you must comply with the following procedures:

If you intend to submit a proposal for consideration for inclusionto be included in the Proxy Statement for the 20142015 Annual Meeting of Stockholders, thewe must receive your proposal must be received at Roper’s corporate offices at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240, Attn: Secretary, no later than December 26, 2013.23, 2014. All proposals must conformcomply with the SEC regulations under Rule 14a-8 for including stockholder proposals in a company’s proxy material.

If you wish to the rules and regulations of the SEC.

A stockholder may also nominate directorsa director candidate or have other business brought before the 20142015 Annual Meeting of Stockholders, by submittingyou must submit the nomination or proposal between January 24, 201421, 2015 and February 23, 2014,20, 2015, in accordance with Roper’sour By-laws. The nomination or proposal must be delivered to Roper’s corporate offices at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240, Attention: Secretary.

For any stockholder proposal not submitted for inclusion in the Proxy Statement for Roper’s 2014 Annual Meeting of Stockholders but intended to be presented directly at that annual meeting (other than the nomination of a director candidate), the notice must include the text of the proposal; a brief statement of the reasons why the stockholder favors the proposal; the stockholder’s name and address; the number and class of all shares of each class of Company stock owned of record and beneficially by the stockholder (and any beneficial owner on whose behalf the proposal is made); a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder (and any beneficial owner on whose behalf the proposal is made) with respect to the corporation’s securities; and if applicable, any material interest of such stockholder and such beneficial owner in the matter proposed (other than as a stockholder).

(a)

The notice to nominate a person for election as a Company director, notice must include a written statement setting forth (i) the name of the person to be nominated; (ii) the number and class of all shares of each class of Company stock owned of record and beneficially by such person, as reported by such person to you; (iii) such other information regarding each nominee proposed by you as would have been required to be included in a Proxy Statement filed pursuant to the proxy rules of the SEC if the nominee had been nominated by the Board of Directors; (iv) such person’s signed consent to serve as a director of the Company if elected; (v) your name and address; (vi) the number and class of all shares of each class of Company stock owned of record and beneficially by such stockholder (and any beneficial owner on whose behalf the nomination is made); and (vii) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, you (and any beneficial owner on whose behalf the proposal is made) with respect to Roper’s securities.

The notice to nominate any person for election as a director of the Company must include a written statement setting forth (i) the name of the person to be nominated; (ii) the number and class of all shares of each class of Company stock owned of record and beneficially by such person, as reported by such person to the stockholder; (iii) such other information regarding each nominee proposed by the stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC if the nominee had been nominated by the Board of Directors; (iv) such person’s signed consent to serve as a director of the Company if elected; (v) such stockholder’s name and address; (vi) the number and class of all shares of each class of Company stock owned of record and beneficially by such stockholder (and any beneficial owner on whose behalf the nomination is made); and (vii) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder (and any beneficial owner on whose behalf the proposal is made) with respect to the corporation’s securities.

(b)

If you intend to present a matter (other than the nomination of a director candidate) directly at the 2015 Annual Meeting of Stockholders, the notice must include the text of the proposal; a brief statement of the reasons why you favor the proposal; your name and address; the number and class of all shares of each class of Company stock owned of record and beneficially by you (and any beneficial owner on whose behalf the proposal is made); a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, you (and any beneficial owner on whose behalf the proposal is made) with respect to the Roper’s securities; and if applicable, any material interest of you and such beneficial owner in the matter proposed (other than as a stockholder).

With respect to matters not included in the Proxy Statement but properly presented at the Annual Meeting of Stockholders, management generally will be able to vote proxies in its discretion if it receives notice of the proposal during the period specified above and advises stockholders in the Proxy Statement for the 20142015 Annual Meeting of Stockholders about the nature of the matter and how management intends to vote on the matter, unless the proponent of the stockholder proposal (a) provides Roperus with a timely written statement that the proponent intends to deliver a proxy statementProxy Statement to at least the percentage of Roper’sour voting shares required to carry the proposal, (b) includes the same statement in the proponent’s own proxy materials, and (c) provides Roperus with a statement from a solicitor confirming that the necessary steps have been taken to deliver the proxy statementProxy Statement to at least the percentage of Roper’sour voting shares required to carry the proposal.

				Roper Industries, Inc. 2014 Proxy Statement				49

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OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows of no other business which will be or is intended to be presented at the Annual Meeting. ShouldIf any furtherother business comeproperly comes before the Annual Meeting or any adjourned Annual Meeting, it is the intention of the proxiesproxy holders named in the enclosed proxy will have discretionary authority to vote according tothe shares represented by the proxy in their best judgment.discretion.

By the Order of the Board of Directors

 

Brian D. Jellison

Chairman, President and Chief Executive Officer

Dated: April 22, 2014

Dated: April 24, 201350				Chairman, President and Chief Executive Officer

Annex A

Article 8 of the Certificate of Incorporation

As Proposed to be Amended

8.(i) Except as otherwise provided in this Certificate of Incorporation or the General Corporation Law of the State of Delaware, the business and affairs of the corporation shall be managed by or under the direction of a Board of Directors consisting of such number of members as may be fixed, subject to the rights of the holders of any series of preferred stock then outstanding, from time to time, by the affirmative vote of the majority of the members of the Board of Directors of the corporation, but not less than the minimum number authorized by the State of Delaware.

(ii)

Subject to the rights of the holders of any series of preferred stock then outstanding:Roper Industries, Inc. 2014 Proxy Statement

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a.

Until the election of directors at the 2016 Annual Meeting of Stockholders, the Board of Directors shall be divided into three classes of directors, as nearly equal in number as possible. Subject to Sections (ii)(b)-(d) and (iii)-(iv) of this Article 8, each class of directors shall be elected for a three-year term and the terms of each class shall be staggered so that only one class of directors will be elected at each annual meeting of stockholders.

b.

Each director serving as a director immediately following the 2013 Annual Meeting of Stockholders, or elected or appointed thereafter, shall hold office until the term for which they were elected or appointed expires and their successor is duly elected and qualified, or until their earlier death, resignation or removal from office.

c.

At each annual meeting of stockholders commencing with the 2014 Annual Meeting of Stockholders, successors to the class of directors whose terms expire at that annual meeting of stockholders shall be elected for a one-year term.

d.

From and after the election of directors at the 2016 Annual Meeting of Stockholders, the Board of Directors shall cease to be classified and all directors shall be elected for one-year terms expiring at the next annual meeting of stockholders.

(iii)

Subject to the rights of the holders of any series of preferred stock then outstanding:

a.

Until the 2016 Annual Meeting of Stockholders, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the shares of the corporation entitled to vote for the election of directors. For purposes of this Article 8, cause for removal shall be construed to exist only if the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction or has been adjudged by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his duty to the corporation in a matter of substantial importance to the corporation.

b.

From and after the 2016 Annual Meeting of Stockholders, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, only by the affirmative vote of the holders of at least a majority of the voting power of all of the shares of the corporation entitled to vote for the election of directors.

(iv)

Subject to the rights of the holders of any series of preferred stock then outstanding:

a.

Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office.

b.

Until the election of directors at the 2016 Annual Meeting of Stockholders, each director chosen to fill a vacancy in the Board of Directors shall receive the classification of the vacant

directorship to which he or she has been appointed or, if it is a newly created directorship, shall receive the classification that at least a majority of the directors then in office designate and shall hold office until the first meeting of stockholders held after his or her appointment for the purpose of electing directors of that classification, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal from office.

c.

From and after the 2016 Annual Meeting of Stockholders, each director chosen to fill a vacancy in the Board of Directors shall hold office until the first meeting of stockholders held after his or her appointment for the purpose of electing directors and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal from office.

		ROPER INDUSTRIES, INC. 6901 PROFESSIONAL PKWY EAST SARASOTA, FL 34240 ATTN: LEGAL DEPT		VOTE BY INTERNET -www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 23, 2013.20, 2014. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 23, 2013.20, 2014. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
		M58384-P37913	M68602-P49160		KEEP THIS PORTION FOR YOUR RECORDS
				DETACH AND RETURN THIS PORTION ONLY

— — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ROPER INDUSTRIES, INC.

The Board of Directors recommends you vote  FOR the following:

For All

Withhold All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

1.

Election of Directors

¨

¨

¨

¨

Nominees:

01)    Richard F. Wallman

01)     David W. Devonshire

02)    Christopher Wright

02)     John F. Fort III

03)     Brian D. Jellison

The Board of Directors recommends you vote FOR the following proposals:

For

Against

Abstain

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

The Board of Directors recommends you vote FOR the following proposals:

For

Against

Abstain

2.

To consider, on a non-binding, advisory basis, a resolution approving the compensation of our named executive officers.

¨

¨

¨

¨

3.

4.         To ratify of the appointment of PricewaterhouseCoopers LLP as the independent registered accounting firm of the Company.

¨

¨

¨

3.

To consider a proposal to amend the Company’s Certificate of Incorporation to provide for the annual election of all directors.

¨4.

¨

¨

5.         To transact any other business properly brought before the meeting.

NOTE:The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned Stockholder(s).If no direction is made, this proxy will be voted FOR all nominees listed and FOR Proposals 2 3 and 4.3.If any other matters properly come before the meeting the person(s) named in this proxy will vote in their discretion.

For address changes and/or comments, please check this box and write them on the back where indicated.

¨

Please indicate if you plan to attend this meeting.

¨

¨

Please indicate if you plan to attend this meeting. ��

¨ Yes

¨ No

Yes

No

Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Signature (Joint Owners)

Date

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Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting to be

Held on May 24, 2013:21, 2014:

The Notice and Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com.

 

— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —

M58385-P37913      M68603-P49160

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS

MAY 21, 2014

The undersigned hereby authorize(s) BRIAN D. JELLISON and DAVID B. LINER, or either of them, as proxies, and each with full power of substitution and revocation, to represent and vote the shares of common stock the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held on May 21, 2014, at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240 at 11:00 a.m. (local time) and at any adjournments or postponements thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2 AND 3.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.

 

		THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS MAY 24, 2013 The undersigned hereby authorize(s) BRIAN D. JELLISON and DAVID B. LINER, or either of them as proxies, and each with full power of substitution and revocation, to represent and vote the shares of common stock the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholder to be held on May 24, 2013 at 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240 at 12:00 noon (local time) and at any adjournments or postponements thereof. THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE AND FOR PROPOSALS 2, 3, AND 4. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
				Address Changes/Comments:    changes/comments:
				(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) CONTINUED AND TO BE SIGNED ON REVERSE SIDE

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

CONTINUED AND TO BE SIGNED ON REVERSE SIDE