DANAHER CORP /DE/
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by Registrant
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☐ |
Filed by a Party other than the Registrant
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Check the appropriate box:
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| ☐ | Preliminary Proxy Statement | ||||
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) | ||||
| ☑ | Definitive Proxy Statement | ||||
| ☐ | Definitive Additional Materials | ||||
| ☐ | Soliciting Material under §240.14a-12 | ||||
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check all boxes that apply):
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| ☑ |
No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Notice of 2025 Annual Meeting of Shareholders
Items of Business
| 1 | To elect the thirteen directors named in the attached Proxy Statement to hold office until the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified. |
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Date and Time
May 6, 2025
3:00 p.m. Eastern Time
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| 2 |
To ratify the selection of Ernst Young LLP as Danaher’s independent registered public accounting firm for the year ending December 31, 2025.
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Location
There is no physical location for Danaher's 2025 Annual Meeting. Shareholders may instead attend virtually at www.virtualshareholdermeeting.com/DHR2025
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| 3 |
To approve on an advisory basis the Company’s named executive officer compensation.
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| 4 | To consider and act upon such other business as may properly come before the meeting or at any postponement or adjournment thereof. |
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Who Can Vote
Shareholders of Danaher Common Stock at the close of business on
March 7, 2025
can vote at Danaher’s 2025 Annual Meeting. Your vote is important. Please submit your proxy or voting instructions at your earliest convenience, whether or not you plan to attend the Annual Meeting.
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| Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you. | |||||||||||||||||
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Attending the Meeting
Shareholders who wish to attend the meeting should review the instructions set forth in the attached Proxy Statement under “General Information About the Annual Meeting.”
By order of the Board of Directors,
James F. O’Reilly
Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer
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Review your proxy statement and vote in one of the following ways:
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Via the Internet
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By Telephone
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By Mail
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Visit the website listed on your Notice of Internet Availability, proxy card or voting instruction form
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Call the telephone number on your proxy card or voting instruction form
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Sign, date and return your proxy card or voting instruction form in the enclosed envelope
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Date of Mailing
We intend to mail the Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”), or the Proxy Statement and proxy card as applicable, to our shareholders on or about March 26, 2025.
| Table of Contents | ||||||||||||||||||||
| Notice of 2025 Annual Meeting of Shareholders | Outstanding Equity Awards at 2024 Fiscal Year-End | |||||||||||||||||||
| Proxy Summary | Option Exercises and Stock Vested During Fiscal 2024 | |||||||||||||||||||
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Proposal 1
- Election of Directors
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Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End | |||||||||||||||||||
| Director Nominees | ||||||||||||||||||||
| Board Composition, Refreshment and Selection | 2024 Non-Qualified Deferred Compensation | |||||||||||||||||||
| Corporate Governance | Equity Compensation Plan Information | |||||||||||||||||||
| Corporate Governance Overview | Pay Versus Performance | |||||||||||||||||||
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Board Leadership, Succession Planning and
Oversight |
Pay Ratio Disclosure | |||||||||||||||||||
| Summary of Employment Agreements and Plans | ||||||||||||||||||||
| Board of Directors and Committees of the Board | Employment Agreements | |||||||||||||||||||
| Shareholder Engagement and Alignment | 2007 Omnibus Incentive Plan | |||||||||||||||||||
| Sustainability | Supplemental Retirement Program | |||||||||||||||||||
| Other Corporate Governance Matters | Senior Leader Severance Pay Plan | |||||||||||||||||||
| Director Compensation |
Proposal 3
- Advisory Vote on Named
Executive Officer Compensation
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| Non-Management Director Compensation Program | ||||||||||||||||||||
| Director Summary Compensation Table | General Information About the Annual Meeting | |||||||||||||||||||
| Director Independence and Related Person Transactions | Purpose of the Meeting | |||||||||||||||||||
| Who Can Vote | ||||||||||||||||||||
| Director Independence | Proxy Materials are Available on the Internet | |||||||||||||||||||
| Certain Relationships and Related Transactions | Quorum for the Meeting | |||||||||||||||||||
| Beneficial Ownership of Danaher Common Stock by Directors, Officers, and Principal Shareholders | Instructions for the Virtual Annual Meeting | |||||||||||||||||||
| How to Vote | ||||||||||||||||||||
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Proposal 2
- Ratification of Independent
Registered Public Accounting Firm
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Revoking a Proxy or Voting Instructions | |||||||||||||||||||
| Voting Procedures | ||||||||||||||||||||
| Audit Fees and All Other Fees | Information About Proxy Solicitation | |||||||||||||||||||
| Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | Eliminating Duplicate Mailings | |||||||||||||||||||
| Other Information | ||||||||||||||||||||
| Audit Committee Report | Information Relating to Forward-Looking Statements | |||||||||||||||||||
| Compensation Discussion and Analysis | Website Disclosure | |||||||||||||||||||
| Executive Summary | Communications with the Board of Directors | |||||||||||||||||||
| Risk Considerations | Delinquent Section 16(a) Reports | |||||||||||||||||||
| Analysis of 2024 Named Executive Officer Compensation | Annual Report on Form 10-K for 2024 | |||||||||||||||||||
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Shareholder Proposals and Nominations for 2026
Annual Meeting |
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| Peer Group Compensation Analysis | ||||||||||||||||||||
| Named Executive Officer Compensation Framework |
Appendix A - Reconciliation of GAAP to
Non-GAAP Financial Measures |
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| Other Compensation Policies and Information | ||||||||||||||||||||
| Compensation Committee Report | ||||||||||||||||||||
| Compensation Tables and Information | ||||||||||||||||||||
| 2024 Summary Compensation Table | ||||||||||||||||||||
| Grants of Plan-Based Awards for Fiscal 2024 | ||||||||||||||||||||
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IMPORTANT NOTICE
Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 6, 2025. This Proxy Statement and the accompanying Annual Report are available free of charge at: https://materials.proxyvote.com/235851 or
investors.danaher.com/annual-report-and-proxy
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Proxy Summary
| Table of Contents | |||||
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2025 Annual Meeting of Shareholders
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| Voting Matters | |||||
| Business Highlights | |||||
| Corporate Governance Overview | |||||
| Sustainability at Danaher | |||||
| Executive Compensation Highlights | |||||
To assist you in reviewing the proposals to be acted upon at our 2025 Annual Meeting, below is summary information regarding the meeting, each proposal to be voted upon at the meeting and Danaher Corporation’s business performance, corporate governance, sustainability program and executive compensation. The following description is only a summary and does not contain all of the information you should consider before voting. For more information about these topics, please review Danaher Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 and the complete Proxy Statement. In this Proxy Statement, the terms “Danaher,” the “Company,” "we," "us" or "our" refer to Danaher Corporation, Danaher Corporation and its consolidated subsidiaries or the consolidated subsidiaries of Danaher Corporation, as the context requires. All financial data in this Proxy Statement refers to continuing operations unless otherwise indicated.
2025 Annual Meeting of Shareholders
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| Time and Date | Location | Record Date | ||||||
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3:00 p.m. Eastern time Tuesday, May 6, 2025
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www.virtualshareholdermeeting.com/DHR2025
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March 7, 2025
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We intend to mail the Notice Regarding the Availability of Proxy Materials, or the Proxy Statement and proxy card as applicable, to our shareholders on or about March 26, 2025.
Voting Matters
| Proposal | Description | Board Recommendation | ||||||||||||
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We are asking our shareholders to elect each of the thirteen directors
identified below to serve until the
2026
Annual Meeting of Shareholders.
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ü |
FOR
each nominee
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PROPOSAL 2
–
Ratification of the appointment
of the independent registered public
accounting firm (page
36
)
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We are asking our shareholders to ratify our Audit Committee’s selection
of Ernst Young LLP (“EY”) to act as the independent registered public
accounting firm for Danaher for 2025. Although our shareholders are not
required to approve the selection of EY, our Board of Directors (the "Board") believes that it is
advisable to give our shareholders an opportunity to ratify this selection.
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ü | FOR | |||||||||||
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We are asking our shareholders to cast a non-binding, advisory vote
on the compensation of the executive officers named in the 2024 Summary
Compensation Table (the “named executive officers” or “NEOs”) on page
53
. In
evaluating this year’s “say on pay” proposal, we recommend that you
review our Compensation Discussion and Analysis, which explains
how and why the Compensation Committee of our Board arrived at its
executive compensation actions and decisions for 2024.
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ü | FOR | ||||||||||||
| 2025 Notice of Annual Meeting and Proxy Statement |
4
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Please see the sections titled “General Information About the Meeting” and “Other Information” beginning on pages
72
and
75
respectively, for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit shareholder proposals and director nominations for next year’s annual meeting of shareholders.
Business Highlights
2024 Performance
Following the separation of three of our lines of business over the past decade, 2024 marked Danaher’s first full year as a more strategically focused life sciences and diagnostics company. During the year we continued to invest in Danaher’s future growth, investing approximately $1.6 billion in research and development and approximately $1.4 billion in capital expenditures to support future core growth; and investing over $0.5 billion in acquisitions that strengthen our capabilities in key strategic vectors. In addition to these significant investments in our growth, we returned more than $6.7 billion to our shareholders through stock buybacks and dividends and generated the following financial returns:
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$
23.9
Billion
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$
4.9
Billion
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$
6.7
Billion
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| 2024 Sales | 2024 Operating Profit | 2024 Operating Cash Flow | ||||||||||||
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h
5.9%
Compound Annual Growth Rate ("CAGR")
Compared to Year Ended
December 31, 2019
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h
8.3%
CAGR
Compared to Year Ended
December 31, 2019
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h
12.8%
CAGR
Compared to Year Ended
December 31, 2019
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Long-Term Performance
The graph below reflects Danaher's compound average annual shareholder return over the past twenty-five years, compared to the SP 500 and the Health Care Select Sector SPDR Fund:
(1) XLV = The Health Care Select Sector SPDR Fund
| 2025 Notice of Annual Meeting and Proxy Statement |
5
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Corporate Governance Overview
Our Board recognizes that Danaher’s success over the long-term requires a robust framework of corporate governance that serves the best interests of all our shareholders and promotes robust risk oversight. Below are highlights of our corporate governance framework.
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Board composition is critical to our success. Over the past six years our Board has added important new skills and experience, and average director nominee tenure has declined by more than 18%.
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Shareholders owning 25% or more of our outstanding shares may call a special meeting of shareholders. | |||||||||||
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We have
never had a shareholder rights plan.
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Our Bylaws provide for
proxy access by shareholders.
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We have
no supermajority voting requirements
in our Certificate of Incorporation or Bylaws.
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Our
Chairman and CEO positions are separate.
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All members of our Audit, Compensation and Nominating Governance Committees are independent
as defined by the New York Stock Exchange listing standards and applicable SEC rules.
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Our Board has established a
Lead Independent Director
position
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All of our directors are elected annually. |
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Danaher (including its subsidiaries during the period we have owned them) has made
no political contributions in the last decade
, has no intention of contributing any Danaher funds for political purposes, and discloses its political expenditures policy on its public website.
The 2024 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Danaher as a First Tier company.
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In uncontested elections,
our directors must be elected by a majority of the votes cast
, and we have a director resignation policy that applies to any incumbent director who fails to receive such a majority.
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Our shareholders have the right to act by written consent. | |||||||||||||
Shareholder Engagement Program
We actively seek and highly value feedback from our shareholders. During 2024, in addition to our traditional Investor Relations outreach efforts,
we engaged with shareholders representing approximately 25% of our outstanding shares
on topics including our business strategy and financial performance and our governance, executive compensation and sustainability programs. Attendees included members of our senior management and, in some cases, members of our Board of Directors. We shared feedback received during these meetings with the applicable Board committees, informing their decision-making.
| 2025 Notice of Annual Meeting and Proxy Statement |
6
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Board of Directors Nominees
Below is an overview of each of the director nominees you are being asked to elect at the 2025 Annual Meeting.
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Committee Memberships | ||||||||||||||||||||||||||||
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Director | ||||||||||||||||||||||||||||
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Name and Principal Occupation
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Independent | Age | Since | A | C | N | S | E | F | ||||||||||||||||||||
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Rainer M. Blair
President and Chief Executive Officer Danaher Corporation |
60 | 2020 |
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Feroz Dewan
Chief Executive Officer Arena Holdings Management LLC |
ü | 48 | 2022 |
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Linda Filler
Former President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer Walgreen Co. |
ü | 65 | 2005 | l |
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Charles W. Lamanna
Corporate Vice President, Business Industry Copilot
Microsoft Corporation
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ü | 37 | 2025 |
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Teri List
Former Executive Vice President and Chief Financial Officer Gap Inc. |
ü | 62 | 2011 |
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l | ||||||||||||||||||||||||
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Jessica L. Mega, MD, MPH
Former Chief Medical and Scientific Officer Verily Life Sciences LLC |
ü | 50 | 2019 |
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Mitchell P. Rales
Chairman of the Executive Committee Danaher Corporation |
68 | 1983 | l | l | |||||||||||||||||||||||||
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Steven M. Rales
Chairman of the Board Danaher Corporation |
73 | 1983 |
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A. Shane Sanders
Former Senior Vice President of Business Transformation Verizon Communications Inc. |
ü | 62 | 2021 | l |
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John T. Schwieters
Former Principal Perseus TDC |
ü | 85 | 2003 |
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Alan G. Spoon
Former Managing General Partner Polaris Partners |
ü | 73 | 1999 |
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Raymond C. Stevens, PhD
Chief Executive Officer Structure Therapeutics |
ü | 61 | 2017 |
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Elias A. Zerhouni, MD
President and Vice Chairman OPKO Health, Inc. |
ü | 73 | 2009 |
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l
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Chair
Member
A = Audit Committee; C = Compensation Committee; N = Nominating Governance Committee; S = Science Technology Committee;
E = Executive Committee; F = Finance Committee
| 2025 Notice of Annual Meeting and Proxy Statement |
7
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Director Nominee Skills, Expertise and Backgrounds
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Director
Nominee Age
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Director Nominees
Who Joined Board Within
Last 6 Years
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Skills and Experience
| Global/International | Product Innovation | Accounting | |||||||||||||||||||||
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lllllllllll
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11 |
llllll
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6 |
llll
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4 | ||||||||||||||||||
| Life Sciences | Digital/AI Technology | Finance | |||||||||||||||||||||
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llll
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4 |
llllll
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6 |
lllllll
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7 | ||||||||||||||||||
| Diagnostics | Mergers Acquisitions | Branding/Marketing | |||||||||||||||||||||
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ll
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2 |
lllllllll
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9 |
l
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1 | ||||||||||||||||||
| Healthcare Management | Public Company CEO and/or President | Government, Legal or Regulatory | |||||||||||||||||||||
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ll
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2 |
lllllll
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7 |
ll
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2 | ||||||||||||||||||
2024 Meeting Attendance
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97%
Overall attendance at
Board and Committee Meetings
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11
Directors attended
100%
of Board and Committee Meetings
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There were
5
Board Meetings in 2024
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| 2025 Notice of Annual Meeting and Proxy Statement |
8
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Sustainability at Danaher
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Innovating products that Improve lives and our planet
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At Danaher, innovation doesn’t happen by accident. It is the product of the Danaher Business System ("DBS") Innovation Engine, a rigorous, holistic management program encompassing tools that facilitate innovation, process, strategy, organization, talent and culture
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We invested approximately $1.6 billion in research and development in 2024
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In 2025, we plan to enhance our operating company strategic planning process to better integrate considerations of sustainability where strategically relevant
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Building the best team
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We are committed to attracting, developing, engaging and retaining the best people from around the world to sustain and grow our science and technology leadership
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"Consistently attracting and retaining exceptional talent” is one of our three strategic priorities and “The Best Team Wins” is one of our five Core Values
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Demonstrating the investment we make in associate professional development and the value we place on our team, in 2024 our internal fill rate for manager, senior leader and executive roles exceeded 78%
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Protecting our environment
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In 2024, we committed to set science-based greenhouse gas (GHG) emission reduction targets in line with the Science Based Targets initiative (SBTi), including a long-term target to achieve net-zero value chain emissions by no later than 2050. This commitment expands upon the target we established in 2022 to reduce absolute Scope 1 and 2 GHG emissions 50.4% by 2032 compared to a 2021 baseline
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DBS continues to be a uniquely powerful system for supporting our decarbonization ambitions. With the DBS Energy Management Toolkit as our foundation, in 2024 we expanded our suite of domain-specific DBS tools and processes with the goal of driving efficient progress toward our GHG emission reduction goal
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In 2024, we also deployed across our businesses a climate risk and opportunity assessment program based on elements of the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations
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Executive Compensation Highlights
Overview of Executive Compensation Program
As discussed in detail under “Compensation Discussion and Analysis,” with the goal of building long-term value for our shareholders, we have developed an executive compensation program designed to:
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attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Danaher’s size, diversity and global footprint;
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motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and
•
link compensation to the achievement of corporate goals that we believe best correlate with the creation of long-term shareholder value.
To achieve these objectives our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term, performance-based equity awards tied closely to shareholder returns and subject to significant vesting and/or holding periods. Our executive compensation program rewards our executive officers when they help increase long-term shareholder value, achieve annual business goals and build long-term careers with Danaher.
| 2025 Notice of Annual Meeting and Proxy Statement |
9
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Compensation Governance
Our Compensation Committee also recognizes that the success of our executive compensation program over the long-term requires a robust framework of compensation governance. As a result, the Committee regularly reviews external executive compensation practices and trends and incorporated best practices into our 2024 executive compensation program:
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What We Do |
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What We Don't Do | |||||||||||
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Four-year vesting requirement for stock options; three-year
performance period plus further two-year holding period
for Performance Stock Units ("PSUs")
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No tax gross-up provisions
(except as applicable to management employees generally such as our relocation policy)
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Incentive compensation programs feature
multiple, different
performance measures aligned with the Company’s
strategic performance metrics
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No dividends/dividend equivalents paid on unvested
equity awards
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Short-term and long-term performance metrics that
balance our
absolute performance and our relative performance versus
peer companies
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No “single trigger” change of control benefits | |||||||||||||
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Rigorous, no-fault clawback policies
that are triggered even in the absence of wrongdoing
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No defined benefit pension program for any NEO | |||||||||||||
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Minimum one-year vesting requirement
for 95% of shares granted under the Company’s stock plan
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No hedging of Danaher securities permitted | |||||||||||||
| Stock ownership requirements for all executive officers |
No long-term incentive compensation is denominated or
paid in cash
(other than PSU dividend accruals)
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Limited perquisites
and a cap on CEO/CFO personal aircraft usage
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No above-market returns on deferred compensation plans | |||||||||||||
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Independent compensation consultant
that performs no other services for the Company
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No overlapping performance metrics between short-term
and long-term incentive compensation programs
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| 2025 Notice of Annual Meeting and Proxy Statement |
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Named Executive Officers’ 2024 Compensation
The following table sets forth the 2024 compensation of our named executive officers. Please see page
53
for information regarding 2023 and 2022 compensation, as well as footnotes.
| Change in | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pension Value | ||||||||||||||||||||||||||||||||||||||||||||||||||
| and Nonqualified | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-Equity | Deferred | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||||||||||||||||||||||||||||||||
| Name and | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation |
Total
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| Principal Position | ($) | ($) | ($) | ($) | ($) | ($) | ($) |
($)
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| Rainer M. Blair, | 1,350,000 | 0 | 8,888,611 | 8,068,132 | 3,294,000 | 0 | 506,421 | 22,107,164 | ||||||||||||||||||||||||||||||||||||||||||
| President and CEO |
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| Matthew R. McGrew, | 990,470 | 0 | 2,500,046 | 2,269,152 | 1,411,420 | 0 | 296,306 | 7,467,394 | ||||||||||||||||||||||||||||||||||||||||||
| Executive Vice President and CFO |
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| Georgeann Couchara, | 726,000 | 0 | 1,760,672 | 1,638,922 | 1,051,974 | 0 | 160,058 | 5,337,626 | ||||||||||||||||||||||||||||||||||||||||||
| Senior Vice President, Human Resources | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Brian W. Ellis, | 800,670 | 0 | 1,527,774 | 1,386,722 | 1,123,340 | 0 | 119,535 | 4,958,041 | ||||||||||||||||||||||||||||||||||||||||||
| Senior Vice President, General Counsel | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Jose-Carlos Gutierrez-Ramos, | 862,580 | 0 | 2,687,806 | 2,521,352 | 1,329,236 | 0 | 98,445 | 7,499,419 | ||||||||||||||||||||||||||||||||||||||||||
| Senior Vice President and Chief Science Officer | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Joakim Weidemanis, | 773,143 | 0 | 3,303,472 | 3,025,644 | 1,024,415 | 0 | 224,132 | 8,350,806 | ||||||||||||||||||||||||||||||||||||||||||
| Former Executive Vice President |
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| 2025 Notice of Annual Meeting and Proxy Statement |
11
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PROPOSAL 1
Election of Directors
| Table of Contents | |||||
| Proposal 1 — Election of Directors | |||||
| Board Composition, Refreshment and Selection | |||||
Proposal 1 — Election of Directors
We are seeking your support for the election of the thirteen candidates (each of whom currently serves as a director of the Company) whom the Board has nominated to serve on the Board until the 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified.
We believe the nominees set forth below have qualifications consistent with our position as a large, global and diversified science and technology company. We also believe these nominees have the experience and perspective to guide Danaher as we seek to sustainably expand our business in high-growth geographies and high-growth market segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services, adjust to rapidly changing technologies, business cycles and competition and address the demands of a dynamic regulatory environment. Set forth below is biographical information regarding each candidate as of March 15, 2025.
Proxies cannot be voted for a greater number of persons than the thirteen nominees named in this Proxy Statement. In the event a nominee declines or is unable to serve, the proxies may be voted in the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this will occur.
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Rainer M. Blair
(Age 60)
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Director Since: | Other Public Directorships: | |||||||||
| Chief Executive Officer | 2020 | Nestlé | |||||||||
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Mr. Blair has served as Danaher’s President and Chief Executive Officer since September 2020. Since joining Danaher in 2010, Mr. Blair has served in a series of progressively more responsible general management positions (and as a Danaher officer since 2014), including as Vice President - Group Executive from March 2014 until January 2017 and as Executive Vice President from January 2017 until September 2020.
Mr. Blair’s broad operating and functional experience across diverse end-markets and geographies, in-depth knowledge of Danaher’s businesses and of the Danaher Business System and leadership experience from his service in the U.S. Army are particularly valuable to the Board given the global, diverse nature of Danaher’s portfolio. In addition, Mr. Blair adds deep multi-cultural experience having lived and worked on three continents.
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| Skills and Qualifications: | Committees: | ||||||||||
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Global/International
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Life Sciences
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Diagnostics
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Product Innovation
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MA
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Public Company CEO and/or President
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Executive
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Finance
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Science Technology
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Feroz Dewan
(Age 48)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 2022 | None | |||||||||
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Mr. Dewan has served as the Chief Executive Officer of Arena Holdings Management LLC, an investment holding company, since 2016. Previously, Mr. Dewan served in a series of positions with Tiger Global Management, an investment firm, from 2003 to 2015, including most recently as Head of Public Equities. He also served as a Private Equity Associate at Silver Lake Partners, a private equity firm focused on leveraged buyout and growth capital investments in technology, technology-enabled and related industries, from 2002 to 2003. Within the past five years, Mr. Dewan served on the board of directors of each of The Kraft Heinz Company and Fortive Corporation.
Mr. Dewan’s qualifications to sit on the Board include, among other factors, extensive experience in the technology industry and with technology-related companies, including extensive experience in valuation, investments and acquisitions, financial reporting, risk management, corporate governance, capital allocation, and operational oversight.
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| Skills and Qualifications: | Committees: | ||||||||||
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Global/International
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Digital/AI Technology
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MA
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Accounting
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Finance
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Finance
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Nominating Governance
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Science Technology
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Linda Filler
(Age 65)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 2005 |
The Carlyle Group
Veralto Corporation |
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Ms. Filler retired as President of Retail Products, Chief Marketing Officer and Chief Merchandising Officer at Walgreen Co., a retail pharmacy company, in April 2017. Prior to Walgreen Co., Ms. Filler served as President, North America of Claire’s Stores, Inc., a specialty retailer, in Executive Vice President roles at Walmart Inc., a retail and wholesale operations company, and at Kraft Foods, Inc., a food and beverage manufacturing and processing company. Prior to Kraft Foods, Inc., Ms. Filler served for a number of years at Hanesbrands Inc., a multinational clothing company, including Chief Executive Officer roles for its largest branded apparel businesses.
Ms. Filler has served in senior management roles with leading retail and consumer goods companies, with general management responsibilities and responsibilities in the areas of marketing, branding and merchandising. Understanding and responding to the needs of our customers is fundamental to Danaher’s business strategy, and Ms. Filler’s keen marketing and branding insights have been a valuable resource to Danaher’s Board. Her prior leadership experiences with large public companies have given her valuable perspective for matters of global portfolio strategy and capital allocation as well as global business practices.
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Global/International
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Product Innovation
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MA
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Public Company CEO and/or President
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Branding/Marketing
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Nominating Governance (Chair)
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Science Technology
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Charles W. Lamanna
(Age 37)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 2025 | None | |||||||||
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Since first joining Microsoft Corporation, a technology company, in 2009, Mr. Lamanna has served in a series of progressively more responsible positions with the company. He currently serves as Corporate Vice President of the Business Industry Copilot team at Microsoft, where he drives product innovation in AI-powered business applications, low-code platforms, and autonomous agents. He oversees the design, product development, and engineering of some of Microsoft’s most transformative technologies, including Power Platform, Dynamics 365, and Copilot Studio. Mr. Lamanna led pivotal work in advancing Microsoft Copilot, transforming AI from concept into real-world tools that enable millions to work more efficiently. Prior to that, he played a key role in developing Microsoft Azure’s infrastructure, leading engineering teams behind key services that helped establish Azure as a leading cloud platform. From 2012-2013, he was the founder and CEO of MetricsHub, one of the first public cloud management solutions, which Microsoft acquired in 2013.
Mr. Lamanna’s extensive leadership experience in AI and his insights into the application of AI to business processes are a valuable resource for Danaher’s Board, given the potential impact of AI on the life sciences and healthcare sectors. Mr. Lamanna was originally proposed to the Nominating and Governance Committee for election as a director by a third-party search firm engaged by the Committee.
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Global/International
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Product Innovation
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Digital/AI Technology
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Science Technology
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Teri List
(Age 62)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 2011 |
Microsoft Corporation
Visa Inc. lululemon athletica inc. |
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Ms. List served as Executive Vice President and Chief Financial Officer of Gap Inc., a global clothing retailer, from January 2017 until March 2020. Prior to joining Gap, she served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from August 2015 to August 2016, and with Kraft Foods Group, Inc., a food and beverage company, as Advisor from March 2015 to May 2015, as Executive Vice President and Chief Financial Officer from December 2013 to February 2015 and as Senior Vice President of Finance from September 2013 to December 2013. From 1994 to September 2013, Ms. List served in a series of progressively more responsible positions in the accounting and finance organization of The Procter Gamble Company, a consumer goods company, most recently as Senior Vice President and Treasurer. Prior to joining Procter Gamble, Ms. List was employed by the accounting firm of Deloitte Touche for almost ten years. Within the past five years, Ms. List served on the board of directors of Oscar Health, Inc. and DoubleVerify Holdings, Inc.
Ms. List is a highly accomplished executive with decades of financial and leadership experience. Her background dealing with complex finance and accounting matters across multiple industries enables her to provide the Board with perspectives and expertise on risk management, strategic planning, and financial oversight. In addition, having served as the Chief Financial Officer of large publicly-traded companies, and through her board and committee memberships, she has extensive experience in corporate finance and accounting, financial reporting and internal controls, human resources and compensation, which contributes to her service on our Audit and Compensation Committees
Given Ms. List's extensive experience as a Chief Financial Officer, her proficiency in accounting, her knowledge of and dedication to Danaher and her retirement from full-time employment, our Board has determined that Ms. List's simultaneous service on the audit committee of more than three public companies does not impair her ability to effectively serve on our Audit Committee. In 2024, Ms. List attended all of the meetings of the Danaher Board and of the committees on which she served.
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| Skills and Qualifications: | Committees: | ||||||||||
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Global/International
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Digital/AI Technology
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MA
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Accounting
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Finance
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Audit
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Compensation (Chair)
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Jessica L. Mega, MD, MPH
(Age 50)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 2019 | Boston Scientific Corporation | |||||||||
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Dr. Mega served as Chief Medical and Scientific Officer at Verily Life Sciences LLC, a subsidiary of Alphabet Inc. focused on life sciences and healthcare, from March 2015 to January 2023. Prior to joining Verily, she served as Cardiologist and Senior Investigator at Brigham Women’s Hospital from 2008 to March 2015. Dr. Mega has also served as a faculty member at Harvard Medical School and a senior investigator with the TIMI Study Group, where she helped lead international trials evaluating novel cardiovascular therapies and directed the genetics program. Dr. Mega is currently on the Board of Advisors at the Duke-Margolis Center for Health Policy and the Board of Directors at Research!America.
At Verily, Dr. Mega oversaw Verily’s clinical and science efforts, focusing on translating technological innovations and scientific insights into partnerships and programs that improve patient outcomes. Dr. Mega’s clinical background and experience re-imagining how clinical trial data is collected and analyzed offer valuable insights for Danaher, given our strategic focus on life sciences and healthcare applications. Her background in academia and healthcare policy also inform key elements of Danaher's life sciences and healthcare strategy.
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| Skills and Qualifications: | Committees: | ||||||||||
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Global/International
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Life Sciences
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Healthcare Management
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Digital/AI Technology
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Government, Legal or Regulatory
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Compensation
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Science Technology
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Mitchell P. Rales
(Age 68)
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Director Since: | Other Public Directorships: | |||||||||
| Chairman of the Executive Committee | 1983 | ESAB Corporation | |||||||||
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Mr. Rales is a co-founder of Danaher and has served as Chairman of the Executive Committee of Danaher since 1984. He was also President of the Company from 1984 to 1990. Mr. Rales is a brother of Steven M. Rales. Within the past five years, Mr. Rales served on the board of directors of Fortive Corporation and Enovis Corporation.
The strategic vision and leadership of Mr. Rales and his brother, Steven Rales, helped create the Danaher Business System and have guided Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Danaher, he is well-positioned to understand, articulate and advocate for the rights and interests of the Company’s shareholders.
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| Skills and Qualifications: | Committees: | ||||||||||
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Global/International
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MA
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Public Company CEO and/or President
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Finance
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Executive (Chair)
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Finance (Chair)
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Steven M. Rales
(Age 73)
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Director Since: | Other Public Directorships: | |||||||||
| Chairman of the Board | 1983 | None | |||||||||
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Mr. Rales is a co-founder of Danaher and has served as Danaher’s Chairman of the Board since 1984. He was also CEO of the Company from 1984 to 1990. Mr. Rales is a brother of Mitchell P. Rales. Within the past five years, Mr. Rales served on the board of directors of Fortive Corporation.
The strategic vision and leadership of Mr. Rales and his brother, Mitchell Rales, helped create the Danaher Business System and have guided Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Danaher, he is well-positioned to understand, articulate and advocate for the rights and interests of the Company’s shareholders.
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Global/International
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MA
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Public Company CEO and/or President
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Finance
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Executive
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Finance
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Science Technology
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A. Shane Sanders
(Age 62)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 2021 | Commvault | |||||||||
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Mr. Sanders served in a series of progressively more responsible leadership positions with Verizon Communications Inc., a telecommunications company, from 1997 until December 2022, including most recently as Senior Vice President of Business Transformation from March 2020 to December 2022 and as Senior Vice President of Corporate Finance from 2015 to March 2020. Alongside Verizon’s Chief Security Officer, Mr. Sanders led the implementation of the Verizon Enterprise Security Council which focused on cybersecurity and IT security risk management. Prior to joining Verizon, Mr. Sanders served in various finance roles at Hallmark Cards, Inc., a retailer of greeting cards and gifts, and Safelite Group, Inc., a provider of vehicle glass repair, and began his career at Grant Thornton, an audit, tax and advisory firm, in 1984.
Mr. Sanders’ leadership experiences in Verizon’s accounting and finance organization spanned a range of functional areas, including financial planning and analysis, risk management, audit and public reporting and compliance. His broad and deep experience in a large, dynamic organization gives him a keen understanding of the range of finance and accounting matters and judgments Danaher encounters. Mr. Sanders’ experience with respect to the critical areas of cybersecurity and IT security risk management inform our Audit Committee’s oversight of those functions. In addition, his business transformation experience offers valuable perspectives as Danaher continues to grow and evolve its portfolio of businesses.
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| Skills and Qualifications: | Committees: | ||||||||||
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Global/International
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Digital/AI Technology
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MA
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Accounting
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Finance
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Audit (Chair)
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Nominating Governance
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John T. Schwieters
(Age 85)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 2003 | Veralto Corporation | |||||||||
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Mr. Schwieters served as Principal of Perseus TDC, a real estate investment and development firm, from July 2013 to May 2023. He also served as a Senior Executive of Perseus, LLC, a merchant bank and private equity fund management company, from May 2012 to June 2016 and as Senior Advisor from March 2009 to May 2012.
In addition to his roles with Perseus, Mr. Schwieters led the Mid-Atlantic region of one of the world’s largest accounting firms after previously leading that firm’s tax practice in the Mid-Atlantic region, and has served on the boards and chaired the audit committees of several NYSE-listed public companies. He brings to Danaher extensive knowledge and experience in the areas of public accounting, tax accounting and finance, which are areas of critical importance to Danaher as a large, global and complex public company.
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| Skills and Qualifications: | Committees: | ||||||||||
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MA
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Accounting
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Finance
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Audit
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Nominating Governance
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Alan G. Spoon
(Age 73)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 1999 |
Fortive Corporation
IAC/InterActiveCorp Match Group, Inc. |
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Mr. Spoon served as Partner Emeritus of Polaris Partners, an investment firm, from January 2016 to June 2018, Managing General Partner from 2000 to 2010 and Partner from 2000 to 2018. Within the past five years, Mr. Spoon served on the board of directors of Cable One, Inc.
In addition to his leadership roles at Polaris Partners, Mr. Spoon has previously served as president, chief operating officer and chief financial officer of one of the country’s largest, publicly-traded education and media companies, and has served on the boards of numerous public and private companies. His public company leadership experience gives him insight into business strategy, leadership and executive compensation and his public company and private equity experience give him insight into technology and life science trends, acquisition strategy and financing, each of which represents an area of key strategic opportunity for the Company.
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Product Innovation
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Digital/AI Technology
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MA
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Public Company CEO and/or President
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Finance
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Compensation
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Raymond C. Stevens, PH.D.
(Age 61)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 2017 | Structure Therapeutics | |||||||||
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Professor Stevens has served as Chief Executive Officer, and as a director, of Structure Therapeutics (formerly known as ShouTi), a biotechnology company, since May 2019. He also served as Provost Professor of Biological Sciences and Chemistry, and Founder and Director of The Bridge Institute, at the University of Southern California, a private research university, from July 2014 to August 2021. From 1999 until July 2014, he served as Professor of Molecular Biology and Chemistry with The Scripps Research Institute, a non-profit research organization. Professor Stevens has also launched multiple biotechnology companies focused on drug discovery.
Professor Stevens is considered among the world’s most influential biomedical scientists in molecular research. A pioneer in human cellular behavior research, he has been involved in the creation of therapeutic molecules that led to breakthrough drugs targeting influenza, childhood diseases, neuromuscular disorders and diabetes. Professor Stevens’ insights in the area of molecular research, as well as his experience bringing industry and academia together to advance drug development, are highly beneficial to Danaher given our strategic focus on the development of research tools used to understand the causes of disease, identify new therapies and test new drugs and vaccines. His extensive experience living and working in China is also valuable to Danaher given China’s strategic significance to our business.
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Global/International
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Life Sciences
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Product Innovation
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Public Company CEO and/or President
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Audit
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Science Technology
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Elias A. Zerhouni, MD
(Age 73)
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Director Since: | Other Public Directorships: | |||||||||
| Independent | 2009 | OPKO Health, Inc. | |||||||||
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Dr. Zerhouni has served as President and Vice Chairman of the Board of OPKO Health, Inc. a medical test and medication company, since May 2022. He was chairman and co-founder of ModeX Therapeutics Inc., a biotechnology company focused on multi specific-immune therapies for cancer and viral diseases, from October 2020 until its acquisition by OPKO in May 2022. Dr. Zerhouni previously served as President, Global Research Development, for Sanofi S.A., a global pharmaceutical company, from 2011 to June 2018. From 2008 until 2011, Dr. Zerhouni provided advisory and consulting services to various non-profit and other organizations as Chairman and President of Zerhouni Holdings. From 2002 to 2008, he served as director of the National Institutes of Health, and from 1996 to 2002, he served as Chair of the Russell H. Morgan Department of Radiology and Radiological Sciences, Vice Dean for Research and Executive Vice Dean of the Johns Hopkins School of Medicine.
Dr. Zerhouni, a physician, scientist and world-renowned leader in radiology research, is widely viewed as one of the leading authorities in the United States on emerging trends and issues in medicine and medical care. These insights, as well as his deep, technical knowledge of the research and clinical applications of medical technologies, are of considerable importance given Danaher’s strategic focus in medical technologies. Dr. Zerhouni’s government experience also gives him a strong understanding of how government agencies work, and his experience growing up in North Africa, together with the global nature of the issues he faced at NIH and his role at France-based Sanofi, give him a global perspective that is valuable to Danaher.
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Global/International
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Life Sciences
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Diagnostics
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Healthcare Management
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Product Innovation
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Public Company CEO and/or President
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Government, Legal or Regulatory
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Science Technology (Chair)
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Nominating Governance
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
EACH OF THE FOREGOING NOMINEES.
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Board Composition, Refreshment and Selection
Our Approach to Board Composition and Refreshment
The composition of our Board is a key component of Danaher’s success. Our strategy and our diverse portfolio of leading science and technology businesses require a Board with the collective experience and perspective to lead us as we:
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expand in high-growth geographies and high-growth market segments;
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identify, consummate and integrate appropriate acquisitions;
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develop innovative and differentiated new products and services;
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respond to rapidly changing technologies, business cycles and competition; and
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address the demands of a dynamic regulatory environment.
At least annually, our Nominating Governance Committee uses our Board skills matrix as well as the results of our annual Board, committee and individual director evaluation process to assess Board composition and make recommendations to complement and enhance our current Board, considering in particular relevant experience; tenure and diversity of skills, background and experience; capacity; and refreshment.
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Relevant experience
. The evolution and refreshment of our Board over more than a decade reflects the evolution of our portfolio. As we have sharpened our strategic focus in the areas of healthcare and life sciences, we have added to our Board an expert in artificial intelligence and world-renowned physicians and scientists with expertise in medicine and medical care, molecular research, clinical trials, data science, healthcare policy and academia.
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Recognizing the breadth of our Board’s responsibilities, we’ve also further enhanced our existing capabilities in areas such as technology, capital allocation, corporate finance, accounting, risk management and compliance.
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Tenure and diversity of skills, background and experience
. Our Board believes that the experience of our directors is enhanced by the balance of tenures, and the diverse skills, backgrounds and experiences, reflected on our Board.
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Given the critical role of acquisitions in our overall strategy as well as the breadth of our portfolio, it is important that our Board include members with the experience of having led the Company through a range of MA and economic cycles. At the same time, our Board seeks to thoughtfully balance the knowledge and experience that comes from longer-term Danaher Board service with the fresh perspectives and additional expertise that can come from new directors.
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The Board does not have a formal or informal policy with respect to diversity but believes that the Board, taken as a whole, should embody a diverse set of skills, knowledge, experiences and backgrounds appropriate in light of the Company’s needs.
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Director capacity and availability
. Our Board believes all Danaher directors must be willing and able to devote the substantial time required to carry out their duties and responsibilities as Board members. Please see “Director Capacity and Availability” below for details regarding implementation of this expectation.
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Refreshment
. Board refreshment has been a natural outcome of the evolution described above. We have added five new directors over the past six years, which along with director retirements have reduced Danaher's average director nominee tenure by more than 18% over that period.
Director Nominee Skills, Expertise and Background
The chart that follows illustrates the diverse set of skills, expertise and backgrounds represented by the Company's 2025 director nominees.
| Skills and Expertise | Blair | Dewan | Filler | Lamanna | List | Mega |
M
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Rales
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S.
Rales |
Sanders | Schwieters | Spoon | Stevens | Zerhouni | TOTAL | |||||||||||||||||||||||||||||||||
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Global/International | l | l | l | l | l | l | l | l | l | l | l | 11 | ||||||||||||||||||||||||||||||||||
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Life Sciences | l | l | l | l | 4 | |||||||||||||||||||||||||||||||||||||||||
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Diagnostics | l | l | 2 | |||||||||||||||||||||||||||||||||||||||||||
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Healthcare Management | l | l | 2 | |||||||||||||||||||||||||||||||||||||||||||
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Product Innovation | l | l | l | l | l | l | 6 | |||||||||||||||||||||||||||||||||||||||
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Digital/AI Technology | l | l | l | l | l | l | 6 | |||||||||||||||||||||||||||||||||||||||
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MA | l | l | l | l | l | l | l | l | l | 9 | ||||||||||||||||||||||||||||||||||||
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Public Company CEO and/or President | l | l | l | l | l | l | l | 7 | ||||||||||||||||||||||||||||||||||||||
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Accounting | l | l | l | l | 4 | |||||||||||||||||||||||||||||||||||||||||
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Finance | l | l | l | l | l | l | l | 7 | ||||||||||||||||||||||||||||||||||||||
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Branding/Marketing | l | 1 | ||||||||||||||||||||||||||||||||||||||||||||
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Government, Legal or Regulatory | l | l | 2 | |||||||||||||||||||||||||||||||||||||||||||
| Age | 60 | 48 | 65 | 37 | 62 | 50 | 68 | 73 | 62 | 85 | 73 | 61 | 73 | ||||||||||||||||||||||||||||||||||
Director Capacity and Availability
Our Corporate Governance Guidelines make clear that among other criteria required to serve on the Danaher Board, Danaher directors must have availability to devote sufficient time to the affairs of the Company.
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The Guidelines provide that directors should not serve on more than three boards of public companies in addition to the Danaher Board, and all of our directors are in compliance with this requirement. The Guidelines further require that directors provide notice before accepting membership on another board of directors, audit committee or other significant committee assignment, and before establishing any significant relationship with any business, institution or governmental or regulatory entity.
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Our Nominating Governance Committee reviews our Corporate Governance Guidelines annually, including the provisions above.
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As part of our annual Board, committee and individual director evaluation process (discussed below), our Board has determined that each of our directors has demonstrated the ability to commit sufficient time and capacity to their Board duties.
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In making this determination, the Board considered in particular Board and committee meeting attendance records, meeting preparation, contribution to Board discussions and decision-making and engagement with other members of the Board and management.
Director Selection and Orientation
Director Selection
The Board and its Nominating Governance Committee believe that it is important that our directors demonstrate:
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personal and professional integrity and character;
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prominence and reputation in the director’s profession;
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skills, expertise and background (including business or other relevant experience) that in aggregate are useful and appropriate in overseeing and providing strategic direction with respect to Danaher’s business and serving the long-term interests of Danaher’s shareholders;
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the capacity and desire to represent the interests of the shareholders as a whole; and
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availability to devote sufficient time to the affairs of Danaher.
The Nominating Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. Below is a summary of how the Committee sources and evaluates nominees, and how shareholders may refer candidates to the Committee.
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Sourcing nominees.
Nominees may be suggested by a third-party search firm engaged by the Committee, directors, members of management or shareholders. When Danaher recruits a director candidate, the candidate will meet with members of the Board and at the same time, the Committee with the support of the search firm will conduct such inquiries and background checks as it deems appropriate.
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If a prospective nominee has been identified other than in connection with a director search process initiated by the Committee, an initial determination is made whether to conduct a full evaluation. This determination is based primarily on whether a new or additional Board member is necessary or appropriate at such time, the likelihood that the prospective nominee can satisfy the evaluation factors described above and any other factors the Committee may deem appropriate.
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Evaluation factors.
The Committee considers a wide range of factors when assessing potential director nominees. This includes consideration of the current composition of the Board, any perceived need for one or more particular areas of expertise, the balance of management and independent directors, the need for committee-specific expertise, evaluations of other prospective nominees and the qualifications of each potential nominee relative to needed attributes, skills and experience.
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Referrals.
A shareholder who wishes to recommend a prospective nominee for the Board should notify the Nominating Governance Committee in writing using the procedures described below under “Other Information – Communications with the Board of Directors” with whatever supporting material the shareholder considers appropriate.
Director Orientation
Our new director orientation program includes site visits and extensive meetings with Danaher management and familiarizes new directors with Danaher’s businesses, strategies, policies and DBS; assists them in developing company and industry knowledge to optimize their Board service; and educates them with respect to their fiduciary duties and legal responsibilities and Danaher’s sustainability framework.
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Corporate Governance
| Table of Contents | |||||
| Corporate Governance Overview | |||||
| Board Leadership, Succession Planning and Management Oversight | |||||
| Board of Directors and Committees of the Board | |||||
| Shareholder Engagement and Alignment | |||||
| Sustainability | |||||
| Other Corporate Governance Matters | |||||
Corporate Governance Overview
Our Board of Directors recognizes that Danaher’s success over the long-term requires a robust framework of corporate governance that serves the best interests of all our shareholders and promotes robust risk oversight. Please see "Proxy Summary — Corporate Governance Overview" for information about our corporate governance framework.
Board Leadership, Succession Planning and Management Oversight
Board Leadership Structure
Chairman of the Board
The Board has separated the positions of Chairman and CEO because it believes that, at this time, this structure best enables the Board to ensure that Danaher’s business and affairs are managed effectively and in the best interests of shareholders. This is particularly the case in light of the fact that the Company’s Chairman is Steven Rales, a co-founder of the Company who owns approximately 6.1% of the Company’s outstanding shares, served as CEO of the Company from 1984 to 1990 and continues to serve as an executive officer of the Company. As a result of his substantial ownership stake in the Company, the Board believes that Mr. Rales is uniquely able to understand, articulate and advocate for the rights and interests of the Company’s shareholders. Moreover, Mr. Rales uses his management experience with the Company and Board tenure to help ensure that the non-management directors have a keen understanding of the Company’s business as well as the strategic and other risks and opportunities that the Company faces. This enables the Board to more effectively provide insight and direction to, and exercise oversight of, the Company’s President and CEO and the rest of the management team responsible for the Company’s day-to-day business (including with respect to risk management).
Lead Independent Director
Because Mr. Rales is not independent within the meaning of the New York Stock Exchange ("NYSE") listing standards, our Corporate Governance Guidelines require the appointment of a “Lead Independent Director” and our independent directors have appointed Ms. Filler as Lead Independent Director. As Lead Independent Director, Ms. Filler:
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presides at all meetings of the Board at which the Chairman of the Board and the Chairman of the Executive Committee are not present, including the executive sessions of non-management directors, typically held at the end of each regularly scheduled Board meeting.
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has the authority to call meetings of the independent directors. Ms. Filler has exercised this authority by typically requiring meetings of the non-management directors at the end of regularly scheduled Board meetings.
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serves as a liaison between the Chairman and the independent directors. Ms. Filler engages frequently with Mr. Steven Rales on a range of topics relating to the Board and the Company's governance program.
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approves information sent to the Board.
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approves meeting agendas for the Board.
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approves meeting schedules to assure that there is sufficient time for discussion of all agenda items.
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engages with major shareholders, including direct communication, as appropriate.
Our Board believes that having the same director serve as both Lead Independent Director and chair of the Nominating Governance Committee, as Ms. Filler does, offers valuable leadership synergies. In particular, Ms. Filler’s role leading the annual Board, committee and individual director evaluation process, as chair of the Nominating Governance Committee, enhances her Lead Independent Director
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effectiveness in acting as a liaison between the Chairman and the independent directors and engaging with the Chairman on governance matters.
Board Leadership Succession Planning
The Board addresses succession planning for key Board leadership roles (such as Chairman of the Board, Lead Independent Director and Committee chairs) by seeking to ensure the depth of expertise on the Board is sufficient to provide appropriate successors in the event of a succession event.
Board Oversight of Management
Strategy
One of the Board’s primary responsibilities is overseeing management’s development and execution of the Company’s strategy.
At least quarterly, the CEO, members of our executive leadership team and other business leaders provide detailed business and strategy updates to the Board. The Board annually conducts an even more in-depth review of the Company’s overall strategy. At these reviews, the Board engages with our executive leadership team and other business leaders regarding business objectives and the application of DBS, the competitive landscape, economic and market trends and other developments. On an annual basis the Board also reviews the Company’s human capital, risk assessment/risk management, compliance and sustainability programs as well as the Company’s operating budget, and at meetings occurring throughout the year the Board reviews acquisitions, strategic investments and other capital allocation topics as well as the Company’s operating and financial performance, among other matters. The Board also looks to the expertise of its committees to inform strategic oversight in their areas of focus.
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Strategy Spotlight:
Oversight of Strategic Acquisitions
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The Board oversees Danaher’s strategic acquisition and integration process.
Danaher views acquisitions as an important element of our strategy to deliver long-term shareholder value. Our Board includes nine members with extensive business combination experience. That depth of experience allows the Board to constructively engage with management and effectively evaluate acquisitions for alignment with our strategy, culture and financial goals. Management is charged with identifying potential acquisition targets, executing transactions and managing integration, and our Board’s oversight extends to each of these elements. Management and the Board regularly discuss potential acquisitions and their role in the Company’s overall business strategy. These discussions address acquisitions in process and potential future acquisitions, and cover a broad range of matters which may include valuation, due diligence, risk and anticipated synergies with Danaher’s businesses and strategy. With respect to more significant acquisitions, such as the Company’s 2020 acquisition of Cytiva, the 2021 acquisition of Aldevron and the 2023 acquisition of Abcam, the Board typically discusses and evaluates the proposed opportunity over multiple meetings. The Board’s acquisition oversight also extends across transactions and over time; at least annually the Board reviews and provides feedback regarding the operational and financial performance of our historical acquisitions.
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Strategy Spotlight:
Oversight of Human Capital Management and CEO Succession Planning
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The Board and Compensation Committee engage with our senior leadership team and human resources executives on a regular basis across a range of human capital management topics.
As discussed above, Danaher is committed to attracting, developing, engaging and retaining the best people from around the world to sustain and grow our science and technology leadership. Working with management, the Board and Compensation Committee oversee matters including culture, succession planning and development, compensation, benefits, talent recruiting and retention, and associate engagement. The Board reviews the Company’s human capital strategy annually and at other times during the year in connection with significant initiatives and acquisitions, supported by the Compensation Committee’s oversight of our executive and equity compensation programs.
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With the support of our Nominating Governance Committee, our Board also maintains and annually reviews both a long-term succession plan and emergency succession plan for the CEO position.
The foundation of the long-term CEO succession planning process is a CEO development model consisting of three dimensions: critical experiences, leadership capabilities and personal characteristics/traits. The Board uses the development model as a guide in preparing candidates, and also in evaluating candidates for the CEO and other executive positions at the Board’s annual talent review and succession planning session. At the annual session, the Board evaluates and compares candidates using the development model, and reviews each candidate’s development actions, progress and performance over time. The candidate evaluations are supplemented with periodic 360-degree performance appraisals, and the Board also regularly interacts with candidates at Board dinners and lunches, through Board meeting presentations and at the Company’s annual leadership conference.
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Risk
The Board's role in risk oversight at the Company is consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing our risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company.
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The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to the Board committees.
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Generally, the Board delegates risk oversight responsibility to its committees where it believes the committee's focused expertise will support efficient and effective oversight, and each committee typically has responsibility with respect to risks that are associated with the purpose of, and responsibilities delegated to, that committee. Each of the Audit, Compensation, Nominating Governance, and Science and Technology Committees reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities.
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The timeframe over which the Board and its committees evaluate risk typically varies depending on the nature of the risk. From time to time, the Board and/or its committees may also consider inputs from outside advisors with respect to certain risks and risk trends.
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With respect to the manner in which the Board’s risk oversight function impacts the Board’s leadership structure, as described above, our Board believes that Mr. Steven Rales’ management experience and tenure help the Board to more effectively exercise its risk oversight function.
The graphic below summarizes the primary areas of risk overseen by the Board and by each of its committees.
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Board
Risks associated with Danaher's strategic plan, acquisition and capital allocation program, capital structure, liquidity, organizational structure and other significant risks, and overall risk assessment and risk management policies.
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Science Technology Committee
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Major financial risk exposures, significant legal, compliance, reputational, cybersecurity, climate and privacy risks and overall risk assessment and risk management policies |
Risks associated with compensation policies and practices, including incentive compensation |
Risks related to corporate governance, effectiveness of Board and committee oversight, Board composition and independence, selection of director candidates, conflicts of interest and sustainability |
Risks related to potentially disruptive science and technology trends and opportunities |
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Management
Responsibility for assessing and managing Danaher's risk exposure. On an annual basis, Danaher's Risk Committee (consisting of members of senior management including our General Counsel and our Chief Compliance Officer (who reports to our General Counsel)) inventories, assesses and prioritizes the most significant risks facing the Company as well as related mitigation efforts and provides a report to the Board.
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Danaher's disclosure controls and procedures documentation specifically references our annual enterprise risk assessment process as an element of our disclosure controls and procedures, and requires membership overlap between Danaher's Disclosure Committee and Danaher's Risk Committee.
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Risk Spotlight:
Oversight Of Cybersecurity Risk
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Danaher’s cybersecurity strategy and risk management program focuses on maintaining a secure environment for our data that complies with applicable legal requirements and effectively supports our business objectives and customer needs. Our commitment to cybersecurity emphasizes cultivation of a security-minded culture through education and training, and a programmatic and layered approach to prevention and detection of, and response to, cybersecurity threats. Key elements of our program include:
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cybersecurity policies that articulate our expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness and event and incident management;
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regular education of and sharing best practices with our associates to raise awareness of cybersecurity threats;
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assessment of information technology/cybersecurity risks as part of Danaher’s annual Enterprise Risk Management program;
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maintenance of cyber insurance in amounts and subject to coverage terms that are typical for companies of our type and size (however, such insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches); and
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periodic engagement of external consultants to assess our cybersecurity program.
We also strive to implement and maintain layered controls designed to prevent and, where necessary, detect and respond to cybersecurity threats, including controls designed to facilitate identification of third-party cybersecurity risks.
At the management level, Danaher’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), who reports to Danaher’s Chief Information Officer (“CIO”), who in turn reports to Danaher’s Chief Financial Officer. The CISO is supported by the Information Risk Steering Committee (“IRSC”), a management committee comprising senior members of the information technology, legal, privacy, finance, internal audit and communications functions. At the Board level, Danaher’s Board of Directors has delegated to the Audit Committee of the Board responsibility for oversight of risks relating to cybersecurity, as set forth in the Committee’s charter. Multiple members of Danaher’s Audit Committee have prior work experience overseeing or assessing a cybersecurity function. Danaher’s CISO and CIO update the Audit Committee multiple times per year regarding Danaher’s cybersecurity program, including key program metrics, initiatives and developments. The Audit Committee regularly briefs the full Board on these matters. In addition, in the event of a significant cybersecurity incident, Danaher policy and process requires timely engagement of and consultation with the Audit Committee.
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Board of Directors and Committees of the Board
General
The Board met five times in 2024. All directors attended at least 88% (and eleven of the directors attended 100%) of the total number of meetings of the Board and of the committees of the Board on which they served held during the period they served. Danaher typically schedules a Board meeting in conjunction with each annual meeting of shareholders and as a general matter expects that the members of the Board will attend the annual meeting. All of our directors at the time attended the Company’s annual meeting in May 2024.
The membership of each of the Board’s committees as of March 1, 2025 is set forth below. While each of the committees is authorized to delegate its powers to sub-committees, none of the committees did so during 2024. The Audit, Compensation, Nominating Governance and Science Technology Committees report to the Board on their actions and recommendations at each regularly scheduled Board meeting. Each such committee typically meets in executive session, without the presence of management, at its regularly scheduled meetings.
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Audit
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Compensation
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Nominating Governance
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Science Technology
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Executive
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Finance
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| Rainer M. Blair |
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| Feroz Dewan |
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| Linda Filler |
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| Charles W. Lamanna |
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| Teri List |
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| Jessica L. Mega, MD, MPH |
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| Mitchell P. Rales |
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| Steven M. Rales |
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| A. Shane Sanders |
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| John T. Schwieters |
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| Alan G. Spoon |
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| Raymond C. Stevens, Ph.D. |
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| Elias A. Zerhouni, MD |
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# of Meetings Held in 2024
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7 | 4 | 7 | 5 | 0 |
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Chair
Member
| Audit Committee | |||||||||||
| Members: | Principal Responsibilities: | ||||||||||
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A. Shane Sanders (Chair)
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Teri List
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John T. Schwieters
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Raymond C. Stevens, Ph.D.
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Assist the Board in overseeing the:
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quality and integrity of Danaher’s financial statements;
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effectiveness of Danaher’s internal control over financial reporting;
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qualifications, independence and performance of Danaher’s independent auditors;
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performance of Danaher’s internal audit function;
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company's compliance with legal and regulatory requirements;
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risks described above under “Board Oversight of Management - Risk”; and
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company’s swaps and derivatives transactions and related policies and procedures.
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Prepare the Audit Committee Report included in the Company's annual meeting proxy statement
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The Board has determined that each of the members of the Audit Committee is independent for purposes of Rule 10A-3(b) (1) under the Securities Exchange Act of 1934, as amended ("Exchange Act") and the NYSE listing standards, is financially literate within the meaning of the NYSE listing standards, and qualifies as an audit committee financial expert as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.
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| Compensation Committee | |||||||||||
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Members:
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Teri List (Chair)
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Jessica L. Mega, MD, MPH
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Alan G. Spoon
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Principal Responsibilities: | ||||||||||
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Discharge the Board's responsibilities relating to the compensation of our executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, our executive officers;
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Review and make recommendations to the Board with respect to the adoption, amendment and termination of all executive incentive compensation plans and all equity compensation plans, and exercise all authority of the Board (and all responsibilities assigned by such plans to the Committee) with respect to the oversight and adm
inistration of such plans;
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Review and consider the results of shareholder advisory votes on the Company’s executive compensation, and make recommendations to the Board regarding the frequency of such advisory votes;
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Monitor compliance by directors and executive officers with the Company’s stock ownership requirements;
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Assist the Board in overseeing the risks described above under “Board Oversight of Management - Risk”;
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Review and discuss with Company management the Compensation Discussion and Analysis and recommend to the Board the inclusion of the Compensation Discussion and Analysis in the annual meeting proxy statement;
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Prepare the Compensation Committee report included in the annual meeting proxy statement; and
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Consider factors relating to independence and conflicts of interests in connection with the engagement of the compensation consultants that provide advice to the Committee.
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Management Role in Supporting the Compensation Committee:
Members of our senior management generally attend the Compensation Committee meetings. In addition, our CEO:
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provides background regarding the interrelationship between our business objectives and executive compensation matters and advises on the alignment of incentive plan performance measures with our overall strategy;
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participates in the Committee’s discussions regarding the performance and compensation of the other executive officers and provides recommendations to the Committee regarding all significant elements of compensation paid to such officers, their annual, personal performance objectives and his evaluation of their performance (the Committee gives considerable weight to our CEO’s evaluation of and recommendations with respect to the other executive officers because of his direct knowledge of each such officer’s performance and contributions); and
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provides feedback regarding the companies that he believes Danaher competes with in the marketplace and for executive talent.
Our human resources and legal departments also assist the Committee Chair in scheduling and setting the agendas for the Committee’s meetings, preparing meeting materials and providing the Committee with data relating to executive compensation as requested by the Committee.
Independent Compensation Consultant Role in Supporting the Compensation Committee:
Under the terms of its charter, the Committee has the authority to engage the services of outside advisors and experts. The Committee has engaged Frederic W. Cook Co., Inc. (“FW Cook”) as its independent compensation consultant since 2008. The Committee engages FW Cook because it is considered one of the premier independent compensation consulting firms and has never provided any services to the Company other than the compensation-related services provided to or at the direction of the Compensation Committee and the Nominating Governance Committee. FW Cook takes its direction solely from the Compensation Committee (and with respect to matters relating to the non-management director compensation program, the Nominating Governance Committee). In addition to the director compensation advice provided to the Nominating Governance Committee, FW Cook’s primary responsibilities in 2024 were to:
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provide advice and data in connection with the structuring of the executive and equity compensation programs and the compensation levels for the Company’s executive officers compared to their peers;
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assess the Company’s executive compensation program in the context of compensation governance best practices;
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update the Committee regarding legislative and regulatory initiatives as well as emerging trends and investor views in the area of executive compensation;
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provide data regarding the share dilution costs attributable to the Company’s aggregate equity compensation program; and
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assist in the review of the Company’s executive compensation public disclosures.
The Committee does not place any material limitations on the scope of the feedback provided by FW Cook. In the course of discharging its responsibilities, FW Cook may from time to time and with the Committee’s consent, request from management information regarding compensation amounts and practices, the interrelationship between our business objectives and executive compensation matters, the nature of the Company’s executive officer responsibilities and other business information. The Committee has considered whether the work performed for or at the direction of the Compensation Committee and the Nominating Governance Committee raises any conflict of interest, taking into account the factors listed in Exchange Act Rule 10C-1(b)(4), and has concluded that such work does not create any conflict of interest.
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| Nominating Governance Committee | ||||||||||||||
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Members:
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Linda Filler (Chair)
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Feroz Dewan
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A. Shane Sanders
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John T. Schwieters
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Elias A. Zerhouni, MD
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Principal Responsibilities: | |||||||||||||
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Assist the Board in identifying individuals qualified to become Board members, and make recommendations to the Board regarding all nominees for Board membership;
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Make recommendations to the Board regarding the size and composition of the Board and its committees;
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Make recommendations to the Board regarding matters of corporate governance, oversee the operation of Danaher’s Corporate Governance Guidelines and Related Person Transactions Policy and approve related person transactions;
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Develop and oversee the annual evaluation process for the Board, its committees, and our directors;
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Assist the Board in CEO succession planning;
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Assist the Board in overseeing the risks described above under “Board Oversight of Management - Risk”;
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Review and make recommendations to the Board regarding non-management director compensation;
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Oversee the orientation process for newly elected members of the Board and continuing director education; and
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Oversee the Company’s sustainability program.
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| The Board has determined that all of the members of the Nominating Governance Committee are independent within the meaning of the NYSE listing standards. | ||||||||||||||
| Science Technology Committee | ||||||||||||||
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Members:
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Elias A. Zerhouni, MD (Chair)
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Rainer M. Blair
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Feroz Dewan
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Linda Filler
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Charles W. Lamanna
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Jessica L. Mega, MD, MPH
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Steven M. Rales
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Raymond C. Stevens, Ph.D.
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Principal Responsibilities: | |||||||||||||
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Review and assess the Company’s science and technology innovation strategy and priorities;
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Assess the competitive position of the Company’s technology portfolio;
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Review with management key programs, processes and organizational structures related to innovation, research and development and the commercialization of technology; and
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Assess, and advise the Board with respect to, potentially disruptive science and technology trends, opportunities and risks.
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Executive Committee
The Executive Committee exercises between meetings of the Board any powers or authority as are specifically delegated to it by the Board from time to time, typically related to business acquisition or capital raising transactions. The Executive Committee did not meet in 2024.
Finance Committee
The Finance Committee approves business acquisitions, investments and divestitures up to the levels of authority delegated to it by the Board. The Finance Committee met twice in 2024.
Board, Committee and Individual Director Evaluations
Our Board recognizes that a rigorous and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Under the leadership of our Lead Independent Director, the Nominating Governance Committee oversees the annual evaluation process and periodically reviews the format of the process to help ensure it is eliciting actionable feedback with respect to the effectiveness of the Board, Board committees and individual directors.
The annual Board, committee and individual director evaluation process consists of the following components:
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Board Committee
Self-Assessment
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Individual Director
Self-Assessment
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Self-Assessment
Meetings
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Acting Upon
Results
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Shareholder Engagement and Alignment
Shareholder Engagement Program
General
We actively seek and highly value feedback from our shareholders. During 2024, in addition to our traditional Investor Relations outreach efforts, we engaged with shareholders representing approximately 25% of our outstanding shares on topics including our business strategy and financial performance and our governance, executive compensation and sustainability programs. Attendees included members of our senior management and, in some cases, members of our Board of Directors. We shared feedback received during these meetings with the applicable Board committees, informing their decision-making.
2024 Shareholder Proposals
At Danaher’s 2024 Annual Meeting, our shareholders voted against:
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A shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 15%.
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Danaher’s Nominating Governance Committee and Company management annually review Danaher’s governing documents, including the provisions regarding our shareholders' right to call a special meeting. In considering whether a modification to the provisions is warranted, we take into account the investor feedback that we solicit and receive on this topic as well as the annual meeting results. It was determined that the existing 25% threshold continues to strike an appropriate balance between avoiding waste of Danaher and shareholder resources on addressing narrow or special interests, while at the same time ensuring that shareholders holding a significant minority of our outstanding shares have an appropriate mechanism to call a special meeting if they deem it appropriate.
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A shareholder proposal requesting a report to shareholders on the effectiveness of the Company’s diversity, equity, and inclusion efforts.
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We have demonstrated that attracting, retaining and engaging a workforce with diverse skills, backgrounds and experiences is a strategic priority with active support from our Board and executives. After considering this, the annual meeting voting results and investor feedback, Danaher determined that the proponent’s request would be inefficient and costly without adding significant value to our shareholders.
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Key Policies Aligning Company and Shareholder Interests
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Director and Executive Officer Stock Ownership Requirements.
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Under Danaher's stock ownership requirements for non-management directors, each director (within five years of their initial election or appointment) is required to beneficially own Danaher shares with a market value of at least five times their annual cash retainer (excluding the additional cash retainers paid to the committee chairs and the Lead Independent Director).
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Once a director has acquired a number of shares that satisfies such ownership multiple, such number of shares then becomes that director’s minimum ownership requirement (even if their retainer increases or the fair market value of such shares subsequently declines).
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Under the policy, beneficial ownership includes time-vesting restricted stock units ("RSUs") held by the director, shares in which the director or their spouse or child has a direct or indirect interest and phantom shares in the Non-Employee Directors’ Deferred Compensation Plan, but does not include shares subject to unexercised stock options or pledged shares. Each Danaher director is in compliance with the policy.
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We have also adopted stock ownership requirements for our executive officers; please see “Compensation Discussion and Analysis — Other Compensation Policies and Information — Stock Ownership-Related Policies.”
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Clawback Policies.
We have rigorous, “no-fault” compensation clawback policies that apply to executive officers and other senior leaders. For additional details, please see "Compensation Discussion and Analysis — Other Compensation Policies and Information — Clawback Policies."
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Anti-Pledging/Hedging Policy.
In 2013 Danaher’s Board adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of Danaher Common Stock that the director or officer directly or indirectly owns and controls, except for any shares that were pledged as of the date the policy was adopted. Certain shares of Common Stock owned by Steven Rales and by Mitchell Rales were exempted from the policy because such shares had been pledged for decades, to secure lines of credit that reduce the need to sell shares for liquidity purposes. Messrs. Steven and Mitchell Rales acquired these pledged shares in cash purchase transactions between 1983 and 1988 and did not receive them as compensation or purchase them from Danaher. These pledged shares do not count toward the Company’s stock ownership requirements.
Notwithstanding that these shares are exempted from Danaher’s policy, as part of its risk oversight function the Audit Committee of Danaher’s Board reviews these share pledges on a quarterly basis to assess whether such pledging poses an undue risk to the Company. The Committee has concluded that such pledge arrangements do not pose an undue risk to the Company, based in particular on its consideration of the following factors:
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the amount by which the market value of the shares pledged as collateral exceeds the amount of secured indebtedness, which the Committee believes is a key factor in assessing the degree of risk posed by the pledging arrangements. At December 31, 2024, the maximum amount of secured indebtedness permitted under the lines of credit would not exceed 25% of the market value of the shares pledged as collateral;
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the number of shares and percentage of total outstanding shares pledged;
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the more than 15% reduction since 2013 in the aggregate number of shares pledged by Messrs. Steven Rales and Mitchell Rales; and
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the number of days it would take to unwind the number of pledged shares equal in value to the amount of secured indebtedness outstanding at the end of the applicable calendar year (based on the average daily trading volume of Danaher Common Stock during such calendar year).
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At each of December 31, 2024, 2023 and 2022, to unwind the number of pledged shares equal in value to the amount of secured indebtedness outstanding as of such date under lines of credit maintained by Mitchell Rales or Steven Rales would have required one day or less.
Since 2021, members of Danaher's Board and management have engaged regarding the pledge arrangements with shareholders representing more than 25% of Danaher's outstanding common shares, and at Danaher's 2024 Annual Meeting a significant majority of these shares were voted in favor of our Audit Committee members. During these discussions with investors, we answered questions and using the detail set forth above explained the reasons why the Audit Committee believes it is in the best interest of Danaher and its shareholders to allow such pledging arrangements subject to rigorous Audit Committee oversight. Additionally, we have incorporated input received from these investor engagements into the above disclosures.
Danaher's Insider Trading Policy also prohibits Danaher directors and employees (including executive officers) from engaging in short sales of Danaher Common Stock, transactions in any derivative of a Danaher security (including, but not limited to, buying or selling puts, calls or other options (except for instruments granted under a Danaher equity compensation plan)) or any other forms of hedging transactions with respect to Danaher securities.
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Shareholder Right to Call Special Meeting
. Shareholders owning 25% or more of Danaher’s outstanding shares may require the Company to call a special meeting of shareholders. For additional information regarding Danaher shareholders' right to call a special meeting, please see "Shareholder Engagement Program — 2024 Shareholder Proposals" above.
Sustainability
For an overview of Danaher’s sustainability program, please see “Proxy Summary – Sustainability at Danaher.”
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Other Corporate Governance Matters
Proxy Access
Our Amended and Restated Bylaws (“Bylaws”) permit a shareholder, or a group of up to twenty shareholders, owning three percent or more of the Company’s outstanding shares of Common Stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials a number of director nominees up to the greater of (x) two, or (y) twenty percent of the Board (or, if such amount is not a whole number, the closest whole number below twenty percent), provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.
Majority Voting
Our Bylaws provide for majority voting in uncontested director elections, and our Board has adopted a director resignation policy. Under the policy, our Board will not appoint or nominate for election to the Board any person who has not tendered in advance an irrevocable resignation effective in such circumstances where the individual does not receive a majority of the votes cast in an uncontested election and such resignation is accepted by the Board. If an incumbent director is not elected by a majority of the votes cast in an uncontested election, our Nominating Governance Committee will submit for prompt consideration by the Board a recommendation whether to accept or reject the director’s resignation. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.
At any meeting of shareholders for which the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the Company’s Bylaws and such nomination has not been withdrawn on or before the tenth day before the Company first mails its notice of meeting to the Company’s shareholders, the directors will be elected by a plurality of the votes cast. This means that the nominees who receive the most affirmative votes would be elected to serve as directors.
Corporate Governance Guidelines, Committee Charters and Code of Conduct
As part of its ongoing commitment to good corporate governance, our Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines and has also adopted written charters for each of the committees of the Board. Danaher has also adopted a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Conduct. The Corporate Governance Guidelines, charters of each of the Audit, Compensation and Nominating Governance Committees and Code of Conduct are available in the “Investors – Corporate Governance” section of our website at http://www.danaher.com.
We have adopted an insider trading policy applicable to our directors, officers and other employees (and persons and entities related thereto) that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE listing standards. Although the preclearance and trading blackout period provisions of the policy do not apply to transactions by Danaher Corporation, the policy does state that transactions by Danaher will only be made in accordance with applicable U.S. federal securities laws, including those relating to insider trading. A copy of our Insider Trading Policy can be found as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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Director Compensation
| Table of Contents | |||||
| Non-Management Director Compensation Program | |||||
| Director Summary Compensation Table | |||||
Non-Management Director Compensation Program
Non-Management Director Compensation Philosophy
We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board and the Nominating Governance Committee are guided by the following principles:
•
compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of responsibilities;
•
a significant portion of the total compensation should be paid in stock-based awards to align directors’ interests with the long-term interests of our shareholders; and
•
the structure of the compensation program should be simple and transparent.
Process for Setting Non-Management Director Compensation
The Nominating Governance Committee is responsible for reviewing and making recommendations to the Board regarding non-management director compensation (although the Board makes the final determination regarding the amounts and type of non-management director compensation). The Committee engages FW Cook, the Board’s independent compensation consultant, to prepare regular reports on market non-management director compensation practices and evaluate our program in light of the results of such reports. The Committee typically reviews, and seeks advice from FW Cook regarding, the Company’s non-management director compensation on an annual basis.
Danaher’s 2007 Omnibus Incentive Plan (the “Plan” or the “Omnibus Plan”) limits the amount of cash and equity compensation that we may pay to a non-management director each year. Under the plan terms, an annual limit of $800,000 per calendar year applies to the sum of all cash and equity-based awards (calculated based on the grant date fair value of such awards for financial reporting purposes) granted to each non-management director for services as a member of the Board (plus an additional limit of $500,000 per calendar year with respect to any non-executive Board chair or vice chair).
2025 Non-Management Director Compensation Structure
•
Director cash retainers are paid quarterly in arrears.
•
Director annual equity awards are divided equally (based on target award value) between options and RSUs.
◦
The options are fully vested as of the grant date. The RSUs vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of Danaher’s shareholders following the grant date, but the underlying shares are not issued until the earlier of the director’s death or the first day of the seventh month following the director’s retirement from the Board.
•
Danaher also reimburses directors for Danaher-related out-of-pocket expenses, including travel expenses.
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Non-Management Directors’ Deferred Compensation Plan
Each non-management director can elect to defer all or part of the cash director fees that the director earns with respect to a particular year under the Non-Employee Directors’ Deferred Compensation Plan, which is a sub-plan under the Omnibus Plan. Amounts deferred under the plan are converted into a particular number of phantom shares of Danaher Common Stock, calculated based on the closing price of Danaher’s Common Stock on the date that such quarterly fees would otherwise have been paid, and are maintained in bookkeeping accounts. Dividends accrued on phantom shares are also deemed invested in phantom shares of Danaher Common Stock. A director may elect to have their plan balance distributed upon cessation of Board service, or one, two, three, four or five years after cessation of Board service. All distributions from the plan are in the form of shares of Danaher Common Stock.
Director Summary Compensation Table
The table below summarizes the compensation paid by Danaher to the non-management directors for the year ended December 31, 2024. Each of Steven Rales, Mitchell Rales and Rainer M. Blair serves as a director and executive officer of Danaher but they have not received and do not receive any additional compensation for services provided as a director. Neither Steven Rales nor Mitchell Rales is a named executive officer. Details regarding the 2024 executive compensation provided to each of Steven Rales and Mitchell Rales is set forth under “Director Independence and Related Person Transactions.”
| Name |
Fees Earned or Paid in Cash
($) |
Stock Awards
($) (1)(2) |
Option Awards
($) (1)(2) |
Total
($) |
||||||||||
|
Feroz Dewan
(3)
|
— | 226,833 | 102,144 | 328,977 | ||||||||||
|
Linda Filler
|
187,500 | 101,833 | 102,144 | 391,477 | ||||||||||
|
Charles W. Lamanna
(4)
|
— | — | — | — | ||||||||||
|
Teri List
|
125,000 | 101,833 | 102,144 | 328,977 | ||||||||||
|
Walter G. Lohr, Jr.
(5)
|
44,688 | — | — | 44,688 | ||||||||||
| Jessica L. Mega, MD, MPH | 125,000 | 101,833 | 102,144 | 328,977 | ||||||||||
|
Pardis C. Sabeti, MD, D. Phil.
(3)(6)
|
— | 219,958 | 102,144 | 322,102 | ||||||||||
|
A. Shane Sanders
(3)
|
— | 226,833 | 102,144 | 328,977 | ||||||||||
| John T. Schwieters | 152,500 | 101,833 | 102,144 | 356,477 | ||||||||||
|
Alan G. Spoon
(3)
|
— | 249,333 | 102,144 | 351,477 | ||||||||||
|
Raymond C. Stevens, Ph.D.
(3)
|
— | 226,833 | 102,144 | 328,977 | ||||||||||
|
Elias A. Zerhouni, MD
(3)
|
— | 249,333 | 102,144 | 351,477 | ||||||||||
(1) The amounts reflected in these columns represent the aggregate grant date fair value of the applicable award computed in accordance with FASB ASC Topic 718. With respect to stock awards, the grant date fair value under FASB ASC Topic 718 is calculated based on the number of shares of Common Stock underlying the award, times the closing price of the Danaher Common Stock on the date of grant (but discounted to account for the fact that RSUs do not accrue dividend rights prior to distribution). With respect to stock options, the grant date fair value under FASB ASC Topic 718 has been calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures): a 7.0 year option life; a risk-free interest rate of 4.45%; a stock price volatility rate of 25.23%; and a dividend yield of 0.41% per share.
(2) The table below sets forth as to each non-management director the aggregate number of unvested RSUs and aggregate number of stock options outstanding as of December 31, 2024. All of the stock options set forth in the table below are fully vested. The RSUs set forth in the table below vest in accordance with the terms described above.
| Name of Director |
Aggregate Number of Danaher Stock
Options Owned as of December 31, 2024(#) |
Aggregate Number of Unvested Danaher
RSUs Owned as of December 31, 2024(#) |
||||||
| Feroz Dewan | 3,358 | 390 | ||||||
| Linda Filler | 19,392 | 390 | ||||||
| Charles W. Lamanna | — | — | ||||||
| Teri List | 23,320 | 390 | ||||||
| Walter G. Lohr, Jr. | 22,239 | — | ||||||
| Jessica L. Mega, MD, MPH | 7,831 | 390 | ||||||
| Pardis C. Sabeti, MD, D. Phil. | 7,831 | — | ||||||
| A. Shane Sanders | 4,838 | 390 | ||||||
| John T. Schwieters | 23,320 | 390 | ||||||
| Alan G. Spoon | 23,320 | 390 | ||||||
| Raymond C. Stevens, Ph.D. | 6,627 | 390 | ||||||
| Elias A. Zerhouni, MD. | 23,320 | 390 | ||||||
(3) Each of Messrs. Dewan, Sanders and Spoon, Professor Stevens and Drs. Zerhouni and Sabeti deferred 100% of their 2024 cash director fees into phantom shares of Danaher Common Stock under the Non-Employee Directors’ Deferred Compensation Plan. Since these phantom shares are accounted for under FASB ASC Topic 718, they are reported under the “Stock Awards” column in the table above.
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| Name of Director |
2024 Phantom Shares Received Under Deferred
Compensation Plan(#) |
||||
| Feroz Dewan | 508 | ||||
| Pardis C. Sabeti, MD, D. Phil. | 478 | ||||
| A. Shane Sanders | 508 | ||||
| Alan G. Spoon | 600 | ||||
| Raymond C. Stevens, Ph.D. | 508 | ||||
| Elias A. Zerhouni, MD. | 600 | ||||
(4) Mr. Lamanna joined Danaher's Board in February 2025.
(5) Mr. Lohr retired from Danaher's Board in May 2024.
(6) Dr. Sabeti retired from Danaher's Board in December 2024.
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Director Independence and Related Person Transactions
Director Independence
At least a majority of the Board must qualify as independent within the meaning of the listing standards of the NYSE. The Board has affirmatively determined that Mss. Filler and List, Messrs. Dewan, Lamanna, Sanders, Schwieters and Spoon, Professor Stevens and Drs. Mega and Zerhouni are independent within the meaning of the listing standards of the NYSE. Prior to his retirement from the Board in May 2024, the Board had also determined that Mr. Lohr was independent within the meaning of the listing standards of the NYSE. The Board concluded that none of these directors possesses (or in Mr. Lohr's case, possessed) any of the bright-line relationships set forth in the listing standards of the NYSE that prevent independence, or except as discussed below, any other relationship with Danaher other than Board membership.
In making its determination with respect to the independence of the directors identified above as independent, in addition to the transactions described below under "Certain Relationships and Related Transactions," the Board considered that in 2024, certain of the Company’s subsidiaries in the ordinary course of business sold products or services to or purchased products or services from an organization with whom one of the independent directors is employed. In each such case, the amount of sales and the amount of purchases were less than 1.5% of the annual revenues of such other organization and of Danaher’s 2024 revenues.
Danaher’s non-management directors meet in executive session following the Board’s regularly-scheduled meetings. The sessions are chaired by the Lead Independent Director. In addition, if any of Danaher's non-management directors are not independent, the independent directors meet at least once each year in executive session following a regularly-scheduled Board meeting, and the Lead Independent Director chairs those sessions as well.
Certain Relationships and Related Transactions
Policy
Under Danaher’s written Related Person Transactions Policy, the Nominating Governance Committee of the Board is required to review and if appropriate approve all related person transactions prior to consummation. The policy requires the Committee to prohibit any Related Person Transaction it determines to be inconsistent with the interests of the Company and its shareholders. The Committee is required to review and consider all relevant information available to it about each related person transaction, and a transaction is considered approved under the policy if the Committee authorizes it according to the terms of the policy after full disclosure of the related person’s interests in the transaction. Related person transactions of an ongoing nature are reviewed annually by the Committee. The definition of “related person transactions” for purposes of the policy covers the transactions that are required to be disclosed under Item 404(a) of Regulation S-K under the Exchange Act.
Relationships and Transactions
Each of Steven and Mitchell Rales serve as executive officers of Danaher in addition to their roles as directors. In connection with their service as executive officers, in 2024:
•
The Rales' received no cash incentive compensation or equity compensation.
•
Each of the Rales' received a salary of $419,000 (which amount has been fixed for more than a decade) and the following benefits and perquisites, in addition to any perquisites made generally available to salaried employees (the value of the perquisites set forth below is based on the incremental cost to the Company):
| Benefit or perquisite | S. Rales | M. Rales | ||||||
| 401(k) contribution |
$24,096
|
$24,096
|
||||||
| Excess Contribution Program (ECP) contribution | — |
$17,806
|
||||||
|
Change in pension value
(1)
|
$3,825 | $6,765 | ||||||
|
Tax and accounting services
(2)
|
$357,815
|
|||||||
| Personal use of designated Danaher office space |
$316,131
|
|||||||
| Personal car and parking |
$3,953
|
— | ||||||
|
Personal use of administrative services
(3)
|
No incremental cost to Danaher | |||||||
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•
Separately, in 2024, the Rales' in aggregate paid Danaher approximately $219,000 for providing benefits for, and as reimbursement for paying a portion of the salaries of, persons who provide services to the Rales’.
FJ 900, Inc. (“FJ900”), an indirect, wholly-owned subsidiary of Danaher, is party to an airplane management agreement with Joust Capital II, LLC (“Joust II”) and substantially identical agreements with each of Joust Capital III, LLC (“Joust III”) and Stonehavens Global LLC (“Stonehavens” and, together with Joust II and Joust III, the “Joust entities”). Joust II and Stonehavens are controlled by Mitchell Rales, and Joust III is controlled by Steven Rales. Under the management agreements, FJ900 performs aircraft management, pilot services, maintenance, record-keeping, aircraft procurement and disposition and other aviation services for the respective aircraft owned or leased by each of the Joust entities in like manner to the management services provided by FJ900 for Danaher’s aircraft. FJ900 receives no compensation for its services under the management agreements. Having FJ900 perform management services for all of these aircraft enables Danaher and the Joust entities to share certain fixed expenses relating to the use, maintenance, storage, operation and supervision of their respective aircraft and utilize joint purchasing or joint bargaining arrangements where applicable and appropriate, allowing each party to benefit from efficiencies of scale and cost savings. We believe that this cost-sharing arrangement results in lower costs to Danaher than if we incurred these fixed costs on a stand-alone basis. Under the management agreements, FJ900 prorates all shared expenses annually among the Joust entities and Danaher based primarily on each party’s flight hours logged for the year. With respect to the year ended December 31, 2024, the Joust entities together paid FJ900 approximately $4.9 million for the Joust entities’ share of the fixed airplane management expenses shared with Danaher.
In addition, Danaher is party to substantially identical airplane interchange agreements with each of the Joust entities with respect to each respective aircraft indirectly owned by Danaher and by each of the Joust entities. Under each interchange agreement, the applicable Joust entity has agreed to lease its aircraft to Danaher and Danaher has agreed to lease the respective Danaher aircraft to the applicable Joust entity, in each case on a non-exclusive basis. Neither party is charged for its use of the other party’s aircraft, the intent being that over the life of the contract each party’s usage of the other party’s aircraft will be generally equal. With respect to the year ended December 31, 2024, the incremental value of the use of the Danaher aircraft by the Joust entities, net of the incremental value of the use of the Joust entities’ aircraft by Danaher, was approximately $135,000.
Danaher licensed, at fair market value, a suite from the Washington Commanders for the 2024-2025 NFL football season for approximately $530,000. Mitchell Rales is a greater-than-10% owner of the Washington Commanders.
In 2024, the general partner (“GP”) of certain venture capital funds in which Danaher is the sole limited partner (“Danaher Funds”) proposed to form and raise capital for a new venture capital fund (“New Fund”). Danaher elected not to invest in the New Fund but was informed that Steven Rales, Mitchell Rales and Feroz Dewan intended to invest in the New Fund. Danaher negotiated with the GP regarding implications of the New Fund under the agreements that govern the Danaher Funds and in July 2024 entered into an amendment of its agreements with the GP and its affiliated entities to (i) waive the acceleration of the management fee step-down that otherwise would have been triggered by the New Fund's creation and instead reduce (for the period during which the acceleration would have been effective) the management fees payable by Danaher under the Danaher Funds by the amount of any management fees paid to the GP by the New Fund investors, (ii) limit the amount of portfolio company disposition proceeds that the GP may reinvest under the Danaher Funds governing documents, and (iii) restrict the GP from further investing the Danaher Funds in certain research-related financings.
BlackRock, Inc. ("BlackRock") filed a Schedule 13G with the SEC reporting that as of December 31, 2023, BlackRock and certain subsidiaries collectively were the beneficial owners of more than five percent of Danaher's outstanding shares of Common Stock. During 2024, BlackRock acted as an investment manager for certain assets within Danaher's global pension plans and employee savings plans. BlackRock received approximately $2.2 million for such services.
(1)
Represents the aggregate year-over-year change in the actuarial present value of the officer's accumulated benefit under the Cash Balance Plan of the Danaher Corporation Subsidiaries Savings Plan.
(2) Tax and accounting services were provided in the form of one full-time employee. In addition to the compensation reflected in the table, Danaher provided health and welfare benefits to such employee.
(3) Danaher provided a full-time executive assistant to each of the Rales' to support them in their roles as Danaher executive officers, and each used a minority of their assistant’s time for non-Danaher matters.
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Beneficial Ownership of Danaher Common Stock by Directors, Officers and Principal Shareholders
The following table sets forth as of March 1, 2025 (unless otherwise indicated) the number of shares and percentage of Danaher Common Stock beneficially owned by (1) each person who owns of record or is known to Danaher to beneficially own more than five percent of Danaher’s Common Stock, (2) each of Danaher’s directors and named executive officers, and (3) all executive officers and directors of Danaher as a group.
| Name |
Number of Shares
Beneficially Owned (1) |
Percent of
Class (1) |
Notes | ||||||||||||||||||||
| Rainer M. Blair | 411,892 | * |
Includes options to acquire 337,875 shares and 15,762 shares attributable to his account in the Company’s deferred compensation program.
|
||||||||||||||||||||
| Feroz Dewan | 4,736 | * |
Includes options to acquire 3,358 shares and 1,378 phantom shares attributable to his account under the Non-Employee Directors' Deferred Compensation Plan.
|
||||||||||||||||||||
| Linda Filler | 49,843 | * |
Includes options to acquire 19,392 shares; 8,862 phantom shares attributable to her account under the Non-Employee Directors’ Deferred Compensation Plan and 21,590 other shares held indirectly.
|
||||||||||||||||||||
| Charles W. Lamanna | 290 | * |
Consists of options to acquire 290 shares.
|
||||||||||||||||||||
| Teri List | 30,916 | * |
Includes options to acquire23,320 shares and 7,596 phantom shares attributable to her account under the Non-Employee Directors’ Deferred Compensation Plan.
|
||||||||||||||||||||
| Jessica L. Mega, MD, MPH | 7,831 | * |
Consists of options to acquire 7,831 shares.
|
||||||||||||||||||||
| Mitchell P. Rales | 34,932,704 | 4.9 | % | Includes 25,671,000 shares owned by limited liability companies of which a revocable trust controlled by Mr. Rales is the sole member, 647 shares attributable to Mr. Rales’ 401(k) Plan account, 6,425 shares attributable to Mr. Rales’ account in the Company’s deferred compensation program, 6,745,238 shares attributable to a charitable foundation of which Mr. Rales is a director, and 2,509,394 other shares owned indirectly. Mr. Rales disclaims beneficial ownership of those shares held by the charitable foundation. 26,521,000 of the shares held by the limited liability companies or otherwise owned indirectly and 5,904,000 of the shares held by the charitable foundation are pledged to secure lines of credit with certain banks and each of these entities and Mr. Rales is in compliance with these lines of credit. The business address of Mitchell Rales, and of each of the limited liability companies, is 11790 Glen Rd., Potomac, MD 20854. | |||||||||||||||||||
| Steven M. Rales | 43,489,945 | 6.1 | % | Includes 31,000,000 shares owned by limited liability companies of which a revocable trust controlled by Mr. Rales is the sole member, 20,331 shares attributable to Mr. Rales’ 401(k) Plan account, 6,429,437 shares attributable to a charitable foundation of which Mr. Rales is the director, and 6,040,177 other shares owned indirectly. Mr. Rales disclaims beneficial ownership of those shares held by the charitable foundation. The shares held by the limited liability companies and 3,000,000 of the shares held by the charitable foundation are pledged to secure lines of credit with certain banks and each of these entities and Mr. Rales is in compliance with these lines of credit. The business address of Steven Rales, and of each of the limited liability companies, is 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701. | |||||||||||||||||||
| A. Shane Sanders | 6,790 | * |
Consists of options to acquire 4,838 shares and 1,952 phantom shares attributable to his account under the Non-Employee Directors’ Deferred Compensation Plan.
|
||||||||||||||||||||
| John T. Schwieters | 64,854 | * |
Includes options to acquire 26,609 shares and 36,245 other shares held indirectly.
|
||||||||||||||||||||
| Alan G. Spoon | 111,554 | * |
Includes options to acquire 26,609shares and 8,700 other shares owned indirectly.
|
||||||||||||||||||||
| Raymond C. Stevens, Ph.D. | 13,010 | * |
Includes options to acquire 6,627 shares and 6,384 phantom shares attributable to his account under the Non-Employee Directors’ Deferred Compensation Plan.
|
||||||||||||||||||||
| Elias A. Zerhouni, MD | 39,503 | * |
Includes options to acquire 26,609 shares and 7,500 other shares held indirectly.
|
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| Name |
Number of Shares
Beneficially Owned (1) |
Percent of
Class (1) |
Notes | ||||||||||||||||||||
| Matthew R. McGrew | 201,118 | * |
Includes options to acquire 173,919 shares, 2,875 shares attributable to his account in the Company’s deferred compensation program and 10,174 shares attributable to his 401(k) account.
|
||||||||||||||||||||
| Georgeann Couchara | 38,554 | * |
Includes options to acquire 36,415 shares and 1,482 shares attributable to her account in the Company's deferred compensation program
|
||||||||||||||||||||
| Brian W. Ellis | 178,388 | * |
Includes options to acquire 155,858 shares and 11,921 shares attributable to his account in the Company's deferred compensation program
|
||||||||||||||||||||
| Jose-Carlos Gutierrez-Ramos | 30,569 | * |
Includes options to acquire 24,855 shares and 1,172 shares attributable to his account in the Company’s deferred compensation program.
|
||||||||||||||||||||
| The Vanguard Group | 55,935,935 | 7.8 | % | Derived from a Schedule 13G filed February 13, 2024 by The Vanguard Group, which sets forth their beneficial ownership as of December 31, 2023. According to the Schedule 13G, The Vanguard Group has shared voting power over 836,503 shares, sole dispositive power over 53,131,279 shares and shared dispositive power over 2,804,656 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. | |||||||||||||||||||
| BlackRock, Inc. | 50,771,463 | 7.1 | % | Derived from a Schedule 13G filed January 26, 2024 by BlackRock, Inc., which sets forth their beneficial ownership as of December 31, 2023. According to the Schedule 13G, BlackRock has sole voting power over 45,891,457 shares and sole dispositive power over 50,771,463 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. | |||||||||||||||||||
|
All current executive officers and directors as a group (21 persons)
|
79,976,484 | 11.2 | % | Includes options to acquire 1,171,707 shares, 31,152 shares attributable to executive officers’ 401(k) accounts, 89,790 shares attributable to executive officers’ accounts in the Company’s deferred compensation program and 24,795 phantom shares attributable to directors’ accounts under the Non-Employee Directors’ Deferred Compensation Plan. | |||||||||||||||||||
(1) Except as otherwise indicated and subject to community property laws where applicable, each person or entity included in the table above has sole voting and investment power with respect to the shares beneficially owned by that person or entity.
* Represents less than 1% of the outstanding Danaher Common Stock.
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PROPOSAL 2
Ratification of Independent Registered Public Accounting Firm
Ratification of Independent Registered Public Accounting Firm
| Table of Contents | |||||
| Proposal 2 – Ratification of Independent Registered Public Accounting Firm | |||||
| Audit Fees and All Other Fees | |||||
| Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | |||||
| Audit Committee Report | |||||
Proposal 2 — Ratification of Independent Registered Public Accounting Firm
The Audit Committee on behalf of Danaher has selected Ernst Young LLP, an international accounting firm of independent certified public accountants, to act as the independent registered public accounting firm for Danaher and its consolidated subsidiaries for the year ending December 31, 2025. Representatives of Ernst Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. Although shareholder approval of the selection of Ernst Young LLP is not required by law, Danaher’s Board believes that it is advisable to give shareholders an opportunity to ratify this selection. If this proposal is not approved by Danaher’s shareholders at the 2025 Annual Meeting, the Audit Committee will reconsider its selection of Ernst Young LLP. Even if the selection of Ernst Young LLP is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Danaher and its shareholders.
| ü |
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE
FOR
RATIFICATION OF THE SELECTION OF ERNST YOUNG LLP TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DANAHER FOR 2025.
|
||||
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Audit Fees and All Other Fees
The following table sets forth the fees for audit, audit-related, tax and other services rendered by Ernst Young LLP to Danaher for 2024 and 2023.
|
Twelve Months Ended
December 31, 2024($) |
Twelve Months Ended
December 31, 2023($) |
|||||||||||||
|
Audit Fees.
Fees for the audit of annual financial statements and internal control over financial
reporting, reviews of quarterly financial statements, and the services that an independent auditor
would customarily provide in connection with subsidiary audits, statutory requirements, regulatory
filings and similar engagements, such as comfort letters, attest services, consents, and assistance
with review of documents filed with the SEC. Audit fees also include advice about accounting matters
that arose in connection with or as a result of the annual audit or the review of quarterly financial
statements and statutory audits that non-U.S. jurisdictions require.
|
26,120,532 | 22,872,502 | ||||||||||||
|
Audit-Related Fees.
Fees for assurance and related services reasonably related to the performance
of the audit or review of financial statements and internal control over financial reporting that are
not reported under “Audit Fees” above. This category may include fees related to the performance of
audits and attest services not required by statute or regulations; audits of our employee benefit plans;
due diligence related to mergers, acquisitions, and investments; accounting consultations about
the application of GAAP to proposed transactions; and in 2023 includes audit and audit related services in connection with the spin-off of Veralto Corporation.
|
426,543 | 3,038,040 | ||||||||||||
|
Tax Fees.
Fees for professional services related to tax compliance and return preparation, tax advice
and tax planning.
(1)
|
3,925,316 | 6,069,836 | ||||||||||||
|
All Other Fees.
Fees for products and services other than as reported under “Audit Fees,”
“Audit-Related Fees” or “Tax Fees” above.
|
37,820 | — | ||||||||||||
(1) The nature of the services comprising the fees disclosed under “Tax Fees” is as follows:
|
Twelve Months Ended
December 31, 2024($) |
Twelve Months Ended
December 31, 2023($) |
|||||||||||||
|
Tax Compliance.
Includes tax compliance fees for tax return review and preparation services and assistance related
to tax audits by regulatory authorities.
|
2,349,710 | 3,305,209 | ||||||||||||
|
Tax Consulting.
Includes tax consulting services, including assistance related to tax planning.
|
1,575,606 | 2,764,627 | ||||||||||||
As noted in the Audit Committee Report below, the Audit Committee has considered whether the services rendered by the independent registered public accounting firm with respect to the fees described above are compatible with maintaining such firm’s independence and has concluded that such services do not impair such firm’s independence.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Under its charter, the Audit Committee must pre-approve all auditing services and permitted non-audit services to be performed for Danaher by the independent registered public accounting firm. Each year, the Committee approves the independent registered public accounting firm’s retention to audit Danaher’s financial statements and internal control over financial reporting before the filing of the preceding year’s annual report on Form 10-K. The Committee also establishes detailed pre-approved categories of non-audit services that may be performed by the independent auditor during the year, subject to certain monetary limits. With respect to additional non-audit services by the independent auditors that either are not covered by the pre-approved categories, or exceed the pre-approved monetary limits, the Committee approves or rejects each engagement. In each case, the Committee takes into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public accounting firm’s independence from management. The Committee may delegate to a subcommittee of one or more members the authority to grant preapprovals of audit and permitted non-audit services, and the decisions of such subcommittee to grant preapprovals must be presented to the full Committee at its next scheduled meeting. The Committee has not made any such delegation as of the date of this Proxy Statement.
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|
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Audit Committee Report
This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing by Danaher under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent Danaher specifically incorporates this report by reference therein.
The Audit Committee assists the Board in overseeing the quality and integrity of Danaher’s financial statements, the effectiveness of Danaher’s internal control over financial reporting, the qualifications, independence and performance of Danaher’s independent registered public accounting firm, the performance of Danaher’s internal audit function, Danaher’s compliance with legal and regulatory requirements, Danaher’s major financial risk exposures, significant legal, compliance, reputational, climate, cybersecurity and privacy risks and overall risk assessment and risk management policies, and Danaher’s swaps and derivatives transactions and related policies and procedures.
The Audit Committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm retained to audit Danaher’s financial statements and has appointed Ernst Young LLP as Danaher’s independent registered public accounting firm for 2025. The Audit Committee evaluates Ernst Young’s performance at least annually. In evaluating Ernst Young and determining whether to reappoint the firm as Danaher’s independent registered public accounting firm, the Audit Committee took into consideration a number of factors, including the firm’s tenure, independence, global capability and expertise and performance. Ernst Young has been retained as Danaher’s independent registered public accounting firm continuously since 2002. The Audit Committee periodically considers the advisability and impact of rotating our independent registered public accountants. In conjunction with the mandated rotation of Ernst Young’s lead engagement partner every five years, the Audit Committee (including its chair) are directly involved in the selection of Ernst Young’s new lead engagement partner. The Audit Committee is also responsible for the audit fee negotiations associated with Danaher’s retention of Ernst Young. Danaher’s Board of Directors and Audit Committee believe they have undertaken appropriate steps with respect to oversight of Ernst Young’s independence and that the continued retention of Ernst Young to serve as Danaher’s independent registered public accounting firm is in the best interests of Danaher and its shareholders.
In fulfilling its responsibilities, the Audit Committee has reviewed and discussed with Danaher’s management and Ernst Young Danaher’s audited consolidated financial statements and internal control over financial reporting.
The Audit Committee has discussed with Ernst Young those matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from Ernst Young required by the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Ernst Young its independence. The Audit Committee has concluded that Ernst Young’s provision of non-audit services as described in the table above is compatible with Ernst Young’s independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for Danaher for the fiscal year ended December 31, 2024 be included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.
Audit Committee of the Board of Directors
A. Shane Sanders (Chair)
Teri List
John T. Schwieters
Raymond C. Stevens, PhD
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Compensation Discussion and Analysis
THE FOLLOWING SECTION DISCUSSES AND ANALYZES THE COMPENSATION PROVIDED TO EACH OF THE EXECUTIVE OFFICERS SET FORTH IN THE 2024 SUMMARY COMPENSATION TABLE ON PAGE
53
, ALSO REFERRED TO AS THE NAMED EXECUTIVE OFFICERS, OR NEOS. THE CONTENT OF THIS COMPENSATION DISCUSSION AND ANALYSIS IS ORGANIZED INTO SIX SECTIONS:
|
Table of Contents
|
|||||
| Executive Summary | |||||
| Risk Considerations | |||||
| Analysis of 2024 Named Executive Officer Compensation | |||||
| Peer Group Compensation Analysis | |||||
| Named Executive Officer Compensation Framework | |||||
| Other Compensation Policies and Information | |||||
Executive Summary
Overview
Following the separation of three of our lines of business over the past decade, 2024 marked Danaher’s first full year as a more strategically focused life sciences and diagnostics company. During the year we continued to invest in Danaher’s future growth, investing approximately $1.6 billion in research and development and approximately $1.4 billion in capital expenditures to support future core growth; and investing over $0.5 billion in acquisitions that strengthen our capabilities in key strategic vectors. In addition to these significant investments in our growth, we returned more than $6.7 billion to our shareholders through stock buybacks and dividends and generated $23.9 billion in sales, $4.9 billion in operating profit and $6.7 billion in operating cash flow.
For a further discussion of Danaher's business performance, please see "Proxy Summary — Business Highlights."
Executive Compensation Program Objectives
With the goal of building long-term value for our shareholders, we maintain an executive compensation program designed to:
•
attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Danaher’s size, diversity and global footprint;
•
motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and
•
link compensation to the achievement of goals and objectives that we believe best correlate with the creation of long-term shareholder value, including financial, strategic and operational objectives.
To achieve these objectives our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term equity awards tied closely to shareholder returns and subject to significant vesting and/or holding periods. Our executive compensation program rewards our executive officers when they help increase long-term shareholder value, achieve annual business goals and build long-term careers with Danaher.
The science and technology markets in which we operate are competitive, with demand sometimes exceeding the supply of talent, resulting in significant increases in compensation paid by the companies with whom we compete for this talent. The same conditions exist in the market for executive-level talent that can provide innovative leadership while managing at a global scale across multiple complex businesses. These trends require us to regularly and proactively assess our executive compensation program to ensure it remains competitive in light of market conditions.
Key Recent Changes to Executive Compensation Program
Danaher’s Compensation Committee regularly reviews our executive compensation program with a view toward continuous improvement and consideration of investor feedback. As a result of these regular reviews, in recent years, the Committee has made several enhancements to the program to reinforce the already-strong linkages (1) between pay and performance, (2) between the interests of our shareholders and the interests of our executive officers, and (3) between the Company’s strategic plan and executive compensation program. These improvements have included:
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|
||||||||||
•
the 2025 adoption of an incremental, misconduct-based compensation clawback policy to complement our already-rigorous restatement-based clawback policy (as discussed in further detail below);
•
shortening of the vesting period for stock options (and RSUs as applicable) granted to executive officers to four years, to balance retention considerations with the traditional, long-term focus of our program;
•
introduction of a core revenue growth performance metric in our executive short-term incentive compensation program; and
•
making our executive long-term incentive compensation program entirely performance-based.
The Committee has enhanced our executive compensation program over the last several years to reinforce our performance-oriented culture and expects to continue to improve the program as appropriate. However, the Committee also believes that
consistent
use of best-practice designs is important in effectively communicating key messages to our executives and as a result the Committee does not revise the program to align with emerging trends unless it sees a clear business rationale for Danaher.
2024 Say-On-Pay Vote
We provide our shareholders the opportunity to cast an annual advisory vote with respect to our NEO compensation as disclosed in our annual proxy statement (the “say on pay proposal”).
At our annual meeting of shareholders in May 2024, 93% of the votes cast on the say on pay proposal were voted in favor of the proposal
.
The Committee believes this result affirms shareholders’ support of the Company’s NEO compensation and did not make changes to the Company’s executive compensation program as a result of such vote.
2024 Annual Executive Compensation
The chart below summarizes key information with respect to each pay element represented in Danaher’s 2024 annual executive compensation program:
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|
||||||||||
|
Pay Element:
Annual Long-Term Incentive Compensation (Equity)
|
Pay Element:
Annual Cash Incentive Compensation
|
||||||||||||||||
| Primary Objectives: | Primary Objectives: | ||||||||||||||||
|
•
Attract, retain and motivate skilled executives
•
Align the interests of management and shareholders by ensuring that realized compensation is:
◦
in the case of stock options, commensurate with long-term changes in share price; and
◦
in the case of PSUs, tied to (1) long-term changes in share price at all performance levels, and (2) relative TSR performance and attainment of average return-on-invested-capital ("ROIC") performance goals.
|
•
Motivate executives to achieve near-term operational and financial goals that support our long-term business objectives and strategic priorities
•
Attract, retain and motivate skilled executives
•
Allow for meaningful pay differentiation tied to annual performance of individuals and groups
Form
: Cash
|
||||||||||||||||
| Form: |
|
|
Performance Requirement:
|
||||||||||||||
| Performance Requirement: | |||||||||||||||||
|
•
4-year, time-based vesting schedule and a 10-year term
•
Options only have/increase in value if Danaher stock price increases
|
•
3-year relative TSR (and average ROIC performance as a modifier)
•
2-year holding period (incremental to 3-year performance period)
|
||||||||||||||||
| Key Committee Considerations in Determining 2024 Compensation: | Key Committee Considerations in Determining 2024 Compensation: | ||||||||||||||||
|
•
This pay element represented the most significant component of compensation for each NEO for 2024.
•
This pay element has the heaviest weighting of all our executive compensation program elements because it best supports our retention and motivation objectives and most directly aligns the interests of our executives with shareholders.
•
From time to time, we also grant time-vesting RSUs to executive officers, such as for retention purposes or in connection with new hires or promotions.
|
•
This pay element represented the second-most significant component of compensation for each NEO for 2024. Its focus on near-term performance and the cash nature of the award complement the longer-term, equity- based compensation elements of our program.
|
||||||||||||||||
|
Pay Element:
Fixed Annual Compensation
|
Pay Element:
Other Compensation
|
||||||||||||||||
| Primary Objectives | Primary Objectives: | ||||||||||||||||
|
•
Provide sufficient fixed compensation to (1) mitigate incentive to pursue inappropriate risk-taking to maximize variable pay, and (2) allow a reasonable standard of living relative to peers
|
•
Make our total executive compensation plan competitive
•
Improve cost-effectiveness by delivering perceived value that exceeds our actual costs
|
||||||||||||||||
|
Form:
Cash
|
Form:
Employee benefit plans; limited perquisites; severance benefits
|
||||||||||||||||
|
Performance Requirement:
N/A
|
Performance Requirement:
N/A
|
||||||||||||||||
| Key Committee Considerations in Determining 2024 Compensation: | Key Committee Considerations in Determining 2024 Compensation: | ||||||||||||||||
|
•
Base salary should be sufficient to avoid competitive disadvantage while facilitating a sustainable fixed cost structure.
•
We also periodically use fixed cash bonuses for recruitment and retention purposes to attract and retain high-performing executives.
|
•
We believe these elements of compensation make our total executive compensation plan competitive and are generally commensurate with the benefits offered by our peers.
•
We believe the limited perquisites we offer are cost-effective in that the perceived value is higher than our actual cost, and they help to maximize the amount of time and focus that executives spend on Danaher business.
|
||||||||||||||||
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(1) Adjusted EPS, Adjusted Free Cash Flow-to-Adjusted Net Income Ratio (which we also refer to as “Free Cash Flow Ratio”) and Core Revenue Growth are financial measures that do not comply with generally accepted accounting principles (“GAAP”).
Appendix A to this Proxy Statement quantifies and reconciles these measures to the comparable 2024 GAAP financial measures.
“Adjusted EPS” means the Company’s “Adjusted Diluted Net Earnings Per Common Share” from continuing operations for the fiscal year ended December 31, 2024 as reported on a Current Report on Form 8-K furnished by the Company on January 29, 2025 (“Form 8-K”), but excluding: (1) the impact of any change in accounting principles that occurred during the performance period and the cumulative effect thereof, to the extent such change was not considered in establishing target performance levels (the Committee may either apply the changed accounting principle to the performance period, or exclude the impact of the change in accounting principle from the period); and (2)(i) all transaction and financing costs directly related to the acquisition of any whole or partial interest in a business, (ii) all restructuring charges directly related to or arising from any business as to which the Company acquired a whole or partial interest and incurred within two years of the acquisition date, (iii) all charges and gains arising from the resolution of contingent liabilities identified as of the acquisition date and related to any business as to which the Company acquired a whole or partial interest, (iv) all other charges directly related to the acquisition of any whole or partial interest in a business and incurred within two years of the acquisition date, and (v) all gains or charges associated with the operation of any business as to which the Company acquired a whole or partial interest on or after January 1, 2024; provided, that with respect to the gains and charges referred to in sections (2)(iii) and (2)(iv) above, only gains or charges that individually or as part of a series of related items exceeded $10 million during the performance period are excluded.
“Core Revenue Growth” is defined as sales from continuing operations calculated according to GAAP but excluding (1) sales from acquired businesses; and (2) the impact of currency translation. Sales attributable to acquired businesses refers to sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between (i) the period-to-period change in revenue (excluding sales from acquired businesses); and (ii) the period-to-period change in revenue (excluding sales from acquired businesses) after applying current period foreign exchange rates to the prior year period.
“Adjusted Free Cash Flow-to-Adjusted Net Income Ratio” or “Free Cash Flow Ratio” is defined as (A) the Company’s GAAP operating cash flow from continuing operations for the year ended December 31, 2024, less 2024 purchases of property, plant and equipment from continuing operations (net of proceeds from the sale of property, plant and equipment); but excluding the cash flow impact of any discrete tax item in excess of $10 million or any other item that is excluded from Adjusted EPS, divided by (B) the Company’s Adjusted Net Income. “Adjusted Net Income” means the Company’s net income from continuing operations for the year ended December 31, 2024 as determined pursuant to GAAP, but excluding the same adjustment items reflected in the calculation of Adjusted EPS.
Compensation Governance
The Committee recognizes that the success of our executive compensation program over the long-term requires a robust framework of compensation governance. As a result, the Committee regularly reviews external executive compensation practices and trends and incorporates best practices into our executive compensation program. For highlights of key best practices we follow in our executive compensation program, please see "Proxy Summary — Executive Compensation Highlights — Compensation Governance."
Risk Considerations
Risk-taking is a necessary part of growing a business, and prudent risk management is necessary to deliver long-term, sustainable shareholder value. The Committee believes that the Company’s executive compensation program supports the objectives described above without encouraging inappropriate or excessive risk-taking. In reaching this conclusion, the Committee considered in particular the following risk-mitigation attributes of our 2024 executive compensation program.
| Attribute | Key Risk Mitigating Effect | |||||||
|
•
Emphasis on long-term, equity-based compensation
•
Four-year vesting requirement
for stock options, and three-year performance period plus further two-year mandatory holding period for PSUs
•
Rigorous, no-fault clawback policies
that are triggered even in the absence of wrongdoing and were expanded in 2025
|
•
Discourages risk-taking that produces short-term results at the expense of building long-term shareholder value
•
Helps ensure executives realize their compensation over a time horizon consistent with achieving long-term shareholder value
•
Helps deter inappropriate actions and decisions that could harm Danaher and its key stakeholders
|
|||||||
|
•
Incentive compensation programs feature
multiple, complementary performance measures aligned with business strategy
|
•
Mitigates incentive to over-perform with respect to any particular metric at the expense of other metrics
|
|||||||
|
•
Cap on annual cash incentive compensation plan payments and on number of shares that may be earned under equity awards
|
•
Mitigates incentive to over-perform with respect to any particular performance period at the expense of future periods
|
|||||||
|
•
Stock ownership requirements
for all executive officers
•
No hedging
of Danaher securities permitted
|
•
Aligns executives’ economic interests with the long-term interests of our shareholders
|
|||||||
|
•
Annual cash incentive compensation awards are subject to Compensation Committee discretion
|
•
Mitigates risks associated with a strictly formulaic program, which could unintentionally incentivize an undue focus on certain performance metrics or encourage imprudent risk taking
•
Provides Compensation Committee the opportunity as appropriate to adjust awards based on how results are achieved
|
|||||||
|
•
Independent compensation consultant
|
•
Helps ensure advice will not be influenced by conflicts of interest
|
|||||||
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|
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Analysis of 2024 Named Executive Officer Compensation
Overview
In determining the appropriate mix and amount of compensation elements for each NEO for 2024, the Committee considered the factors referred to under “– Named Executive Officer Compensation Framework” (without assigning any particular weight to any factor), exercised its judgment and adopted the compensation elements described above under “Executive Summary –2024 Executive Compensation.” The graphics below illustrate, for Mr. Blair and separately for the other NEOs (except for Mr. Weidemanis) in aggregate, the percentage of 2024 compensation that each element of compensation accounted for (based on the amounts reported in the 2024 Summary Compensation Table on page
53
):
Amounts may not total 100% due to rounding.
Long-Term Incentive Awards
Target Award Values
In February 2024, the Committee subjectively determined the target dollar value of equity compensation to be delivered to each NEO in 2024, taking into account the following factors (none of which were assigned a particular weight by the Committee):
•
the relative complexity and importance of the officer’s position;
•
the officer’s performance record and potential to contribute to future Company performance and assume additional leadership responsibility;
•
the risk/reward ratio of the award amount compared to the length of the related vesting and holding provisions, including the fact that the combined vesting and holding periods applicable to our executive awards are longer than typical for our peer group;
•
the amount of equity compensation necessary to provide sufficient retention value and long-term performance incentives in light of (1) compensation levels within the Company’s peer group, and (2) the officer’s historical compensation;
•
the competitive demand for our executives; and
•
the lack of a defined benefit pension plan for Danaher executives, and therefore the significance of long-term incentive awards as a capital accumulation opportunity.
In determining Mr. Blair’s annual equity compensation in February 2024, the Committee considered in particular the Company’s sustained performance in a challenging operating environment, including the balancing of short-term challenges against long-term strategic vision. The Committee also took into account peer compensation practices and Mr. Blair’s performance and potential, informed in particular by Danaher's focus on long-term value creation.
Equity Award Mix
Annual Equity Awards
With respect to each of the NEO's 2024 annual equity awards, one-half of the target award value was delivered as stock options and one-half as PSUs. Please see “Compensation Tables and Information — Grants of Plan-Based Awards” for the grant date fair value of the annual equity awards granted to each NEO.
The Committee believes that the combination of stock options and PSUs incentivizes and rewards shareholder value creation while supporting our talent retention objectives:
•
Stock options and PSUs inherently incentivize shareholder value creation since option holders realize no value unless our stock price rises after the option grant date and the value of PSUs is tied directly to the Company’s TSR performance relative to the SP 500.
•
Our 2024 NEO stock options vest over four years and have a ten-year term and our 2024 NEO PSUs are subject to a three-year performance period and a further two-year holding period. In aggregate, these periods promote stability and encourage officers to take a long-term view of our performance.
•
The Committee believes our stock option award program in particular has contributed significantly to our strong long-term performance record, which in turn has generally made our stock option awards valuable over the long-term and effective in recruiting, motivating and retaining highly skilled officers.
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|
||||||||||
Special Equity Awards
In 2024, in addition to annual equity awards, Dr. Gutierrez-Ramos received a special equity grant with a target value of $1.5 million, Ms. Couchara received a special equity grant with a target value of $750,000 and Mr. Weidemanis received a special equity grant with a target value of $500,000 (in each case, split evenly between stock options and time-vesting RSUs). The special equity grants vest annually over four years. In light of competitive pressures with respect to these roles, the Committee intended for these additional grants to enhance the amount and retention value of these officers' Danaher equity stakes.
The Committee believes the use of RSUs on a selective basis supports the Company’s executive officer retention objectives while also reinforcing long-term shareholder value creation. While RSUs offer more modest upside potential than stock options or PSUs, during periods of stock market declines or modest growth they are more likely to support our talent retention objectives. In addition, RSUs inherently incentivize shareholder value creation since their value is tied directly to our stock price at all valuation levels, and the four-year vesting period promotes stability and encourages officers to take a long-term view of our performance.
PSU Performance Criteria
The executive officer PSUs granted in 2024 are subject to two performance criteria:
Relative TSR
The number of shares of Common Stock that vest pursuant to each PSU award is based primarily on the Company’s TSR ranking relative to the SP 500 Index over an approximately three-year performance period. The Committee established threshold, target and maximum relative TSR performance levels and developed a payout curve that requires above-median performance to earn the target opportunity and upper quartile results to earn the maximum opportunity, as illustrated in the table below:
| Performance Level (Relative TSR Rank Within SP 500 Index) |
Payout
(as a % of Target)
|
||||
|
Below 35
th
percentile
|
0%
|
||||
|
35
th
percentile
|
50%
|
||||
|
55
th
percentile
|
100%
|
||||
|
75
th
percentile or above
|
200%
|
||||
The payout percentages for performance between the performance levels indicated above are determined by linear interpolation. The Committee selected the SP 500 Index as the relative TSR comparator group because the index consists of a broad and stable group of companies that represents investors’ alternative capital investment opportunities, reinforcing the linkage between our executive compensation program and the long-term interests of our shareholders. The Committee requires 55th percentile performance to receive a target-level payout, which we believe is more demanding than the target-level standard applied by most of our peer companies and which further strengthens the linkage between pay and performance.
ROIC
The Company’s three-year average ROIC performance beginning with the year of grant, compared to the Company’s ROIC for the year immediately preceding the year of grant (the “baseline year”), can increase or decrease the number of shares that would otherwise vest by 10% (but cannot cause the payout percentage to exceed 200%), as illustrated in the table below:
|
Three-Year Average ROIC Change
(2)
(Compared to Baseline Year ROIC) |
ROIC Modifier Factor
|
||||
| At or above + 200 basis points |
110%
|
||||
| Below + 200 basis points and above zero basis points |
100%
|
||||
| At or below zero basis points |
90%
|
||||
(2) “Three-Year Average ROIC Change” means (1) the quotient of (a) the Company’s Adjusted Net Income for the three-year ROIC performance period divided by three, divided by (b) the Company’s Adjusted Invested Capital for the ROIC performance period, less (2) the quotient of (x) the Company’s Adjusted Net Income for the year immediately preceding the date of grant (the “baseline year”), divided by (y) the Company’s Adjusted Invested Capital for the baseline year. “Adjusted Invested Capital” means the average of the quarter-end balances for each fiscal quarter of the ROIC performance period of (a) the sum of (i) the Company’s GAAP total stockholders’ equity and (ii) the Company’s GAAP total short-term and long-term debt; less (b) the Company’s GAAP cash and cash equivalents; but excluding in all cases the impact of (1) any business acquisition by the Company for a purchase price equal to or greater than $250 million and consummated during the ROIC performance period, (2) any business sale, divestiture or disposition by the Company during the ROIC performance period, and (3) all Company investments in marketable or non-marketable securities that are consummated during the ROIC performance period. “Adjusted Net Income” is calculated in a manner similar to the definition set forth in the preceding footnote, except that (i) only transaction costs and operating gains/charges associated with acquisitions consummated during the ROIC performance period with a purchase price equal to or greater than $250 million are excluded, (ii) gains/charges associated with discontinued operations are not excluded, and (iii) gains/charges related to Company strategic investments as well as all after-tax interest expense are excluded.
Notwithstanding the above, if the Company’s absolute TSR performance for the period is negative no more than 100% of the target PSUs will vest (regardless of how strong the Company’s performance is on a relative basis), and if the Company’s absolute TSR performance for the period is positive, a minimum of 25% of the target PSUs will vest.
Post-Vest Holding Period and Dividend Treatment
With respect to the PSUs granted in 2024, any PSUs that vest following the three-year performance period are subject to an additional two-year holding period and are paid in shares of Company Common Stock following the fifth anniversary of the commencement of the performance period. Any dividends paid on the Company’s Common Stock during the performance and holding periods are credited to
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|
||||||||||
PSU accounts, but are only paid (in cash) to the extent the underlying PSUs vest based on performance and are not paid until the shares underlying the vested PSUs are issued.
PSUs Earned for 2022-2024 Performance Period
No PSUs were earned for the 2022-2024 performance period, which ended December 31, 2024, as a result of the Company’s three-year absolute TSR of -4.28% ranking at the 29
th
percentile relative to the TSRs of the companies in the SP 500 index as of the beginning of the performance period (February 24, 2022).
Annual Incentive Awards
Overview
The diagram below illustrates the 2024 annual incentive award opportunities the Committee established for the Company’s NEOs in February 2024 under the Omnibus Plan, each element of which is further described below.
|
Company Payout Percentage
(60%)
|
||||||||||||||||||||||||||||||||||||||||||||
|
l
|
||||||||||||||||||||||||||||||||||||||||||||
|
Base Salary
|
Target Bonus Percentage
|
Composite Payout Percentage | ||||||||||||||||||||||||||||||||||||||||||
|
X
|
X
|
+ | ||||||||||||||||||||||||||||||||||||||||||
|
j
|
||||||||||||||||||||||||||||||||||||||||||||
|
Personal Payout Percentage
(40%)
|
||||||||||||||||||||||||||||||||||||||||||||
Target Bonus Percentage and Personal Payout Percentage
In February 2024, the Committee established NEO target bonus percentages (as a multiple of base salary) and the personal performance objectives described below, including quantitative and qualitative objectives as well as objectives based on financial and non-financial measures. The Committee did not assign a particular weighting to any of the objectives. The Committee set the quantitative objectives at levels that, while achievable, would in its opinion require personal performance appreciably above the executive’s prior year performance level.
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| Executive Officer |
Target Bonus
Percentage |
2024 Personal Performance Objectives
|
||||||||||||
|
Rainer M. Blair
President and Chief
Executive Officer
|
200% |
Consisted of the degree of Danaher's year-over-year improvement with respect to core revenue, operating profit margin expansion, earnings per share and free cash flow; and qualitative goals relating to key strategic initiatives, capital allocation and deployment, senior talent recruitment, development and succession planning, and sustainability.
|
||||||||||||
|
Matthew R. McGrew
Executive Vice President
and CFO
|
125% |
Consisted of the degree of Danaher’s year-over-year improvement with respect to core revenue, operating profit margin expansion, earnings per share and free cash flow; and qualitative goals relating to talent management, engagement, development and succession planning, leveraging DBS excellence to continue enhancing the effectiveness and efficiency of the functions that report to the CFO, capital allocation and deployment and the Company's sustainability positioning.
|
||||||||||||
|
Brian W. Ellis
Senior Vice President, General Counsel
|
115% |
Consisted of qualitative goals relating to talent recruitment, development, management, succession planning and engagement, Danaher’s sustainability strategy and program (including initiatives relating to the reduction of greenhouse gas emissions), leveraging DBS excellence to continue improving the effectiveness and efficiency of the functions that report to the General Counsel, and supporting the Company’s capital deployment strategy and program.
|
||||||||||||
|
Georgeann Couchara
Senior Vice President, Human Resources
|
115% | Consisted of quantitative goals relating to internal fill rate, engagement and retention of employees; and qualitative goals relating to talent development and succession planning, continuing to strengthen the effectiveness of the human resources function through DBS excellence and organizational optimization, supporting the organization’s change management capabilities, supporting the organization’s acquisitions program and supporting the Company’s sustainability program (including the Company’s greenhouse gas emission reduction initiatives). | ||||||||||||
|
Jose-Carlos Gutierrez-Ramos
Senior Vice President and Chief Science Officer
|
115% |
Consisted of qualitative goals relating to enhancing Danaher’s research and development capabilities and prioritizing investments, leading the integration of artificial intelligence into Danaher’s business, supporting the effectiveness of Danaher’s acquisitions and investment programs, employee engagement, talent management and the science and technology-related dimensions of Danaher’s sustainability program.
|
||||||||||||
|
Joakim Weidemanis
Former
Executive Vice President
|
125% |
Consisted of the degree of year-over-year improvement in his businesses with respect to core revenue growth, operating profit margin expansion and working capital turnover; return-on-invested-capital achieved with respect to acquisitions by his businesses; quantitative goals for his businesses relating to turnover rate, internal fill rate, on-time delivery, manufacturing quality, employee engagement and talent development; and qualitative goals relating to strategic initiatives, enhancement of his business’ innovation capabilities, talent management, capital deployment, integration of acquired businesses and sustainability (including supporting the Company’s greenhouse gas emission reduction initiatives).
|
||||||||||||
Determining Target Bonus Percentage
In determining the target bonus percentage for each NEO, the Committee considered the relative complexity and importance of the executive’s position and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. With respect to Mr. Blair in particular, although the Committee did not target the performance-based portion of the CEO’s annual cash compensation at any particular percentage of total annual cash compensation, the Committee strategically set the base salary at a level lower, and target annual bonus opportunity at a level higher, than typical among the Company’s peer companies to help ensure that the CEO’s annual cash compensation is meaningfully performance-based.
Determining Personal Payout Percentage
Pursuant to the terms of the Plan, the Committee used its judgment and determined for each NEO a Personal Payout Percentage between 0% and 200% with respect to 2024 performance. The Committee believes that its ability to exercise discretion with respect to the annual executive cash incentive compensation awards is an important element in reaching balanced compensation decisions that are consistent with our strategy and reward both current year performance and sustained long-term value creation. The Committee’s ability to exercise discretion:
•
helps mitigate the risks associated with a rigid and strictly formulaic compensation program, which could unintentionally create incentives for our executives to focus only on certain short-term performance metrics or encourage imprudent risk taking;
•
gives the Committee flexibility to address changes in economic or industry conditions that occur during the performance period; and
•
allows the Committee to recognize performance in non-formulaic areas that contribute to long-term value creation, such as championing Danaher’s culture and values, talent development, process improvement and recognition of individual performance levels.
Without assigning any particular weight to any individual factor, the Committee took into account the executive’s execution against their personal performance objectives established at the beginning of the year, the executive’s performance with respect to each of the Company’s four “Core Behaviors” (which are a set of standards and behaviors that Danaher associates are expected to aspire to and are assessed against), the executive’s overall performance for the year, the size of the Company Payout Percentage for the year, and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles with comparable performance.
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Without limiting the foregoing, with respect to the executive officer team’s 2024 performance as a whole, the Committee sought to balance considerations of performance relative to the prevailing operating environment, accountability and retention. The Committee considered the Company’s 2024 financial results; the effort required to respond effectively within the challenging macro-economic environment the Company faced; the actions taken to invest in the Company’s long-term strategic and competitive positioning; and retention considerations. Assessing 2024 bonus awards within this broader context, the Committee awarded Personal Payout Percentages for the NEOs (other than Mr. Blair) that averaged 136%, and awarded Mr. Blair a Personal Payout Percentage of 140%.
Company Payout Percentage
The Company Payout Percentage is formulaic, based on the Company’s 2024 performance against the Adjusted EPS, Free Cash Flow Ratio and Core Revenue Growth metrics described above and below and in Appendix A (the “Metrics”). The Committee weights Adjusted EPS most heavily in the formula because it believes Adjusted EPS correlates strongly with shareholder returns, particularly since Adjusted EPS is calculated in a manner that focuses on gains and charges the Committee believes are most directly related to Company operating performance during the period. The Committee also uses the Free Cash Flow Ratio to help validate the quality of the Company’s earnings, and Core Revenue Growth to incentivize an appropriate balance between profitability and growth.
For each of the Metrics, the Committee established threshold, target and maximum levels of Company performance, as well as a payout percentage curve that related each level of performance to a payout expressed as a percentage of target bonus. The payout percentage was 0% for below-threshold performance, 50% for threshold performance, 100% for target performance and 200% for performance that equaled or exceeded the maximum. The payout percentages for performance between threshold and target, or between target and maximum, respectively, were determined by linear interpolation.
In determining the target performance level and payout percentage curve for the Metrics, the Committee considered historical performance data for the Company and its peer group, analyst estimates for the Company’s peer group, the Company’s annual budget and macroeconomic/end-market trends. The Committee set the 2024 threshold, target and maximum performance values for Adjusted EPS lower than for 2023 primarily because of expected lower year-over-year customer demand due to anticipated lower respiratory testing requirements, customer reductions of inventory levels and lower end-market demand in particular geographies including China. The Committee set the 2024 performance values for Core Revenue Growth at higher year-over-year levels that correspond with the Adjusted EPS values, while the 2024 performance values for the Free Cash Flow Ratio were consistent year-over-year. The Compensation Committee believes the performance values it established for 2024 appropriately reflected the applicable economic and operating environment and incentivized attractive, relative performance.
Following the end of 2024, the Company Payout Percentage was calculated as follows:
|
2024 Performance/Payout Matrix
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Metric | Threshold Performance Level | Target Performance Level | Maximum Performance Level |
Payout %
(Before Weighting) |
Metric Weighting |
Weighted
Payout % |
||||||||||||||||||||||||||||||||||||||||||||||||||
|
Adjusted EPS
|
Actual $7.51 | 90.0% |
|
54% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
q
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $7.15 | $7.60 | $7.95 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Free Cash Flow Ratio | Actual 97.2% | 147.8% |
|
29% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
q
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 75% | 90% | 105% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Core Revenue Growth | Actual (1.5)% | 133.3% |
|
27% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
q
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (3.5)% | (2.0)% | (0.5)% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Company Payout Percentage: | 110% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Composite Payout Percentage
The Company Payout Percentage and Personal Payout Percentage were calculated for each NEO, weighted accordingly and added to yield the officer’s Composite Payout Percentage. The Composite Payout Percentage was multiplied by the NEO’s target bonus amount to yield the executive’s award amount for the year. The 2024 annual cash incentive compensation awards for each of the NEOs are set forth in the Summary Compensation Table on page
53
.
Base Salaries
The Committee typically reviews base salaries for executive officers in February of each year and in connection with promotions and new hires. In February 2024, the Committee subjectively determined 2024 base salaries for the NEOs. In each case the Committee used the officer’s prior base salary as the initial basis of consideration and then considered the individual factors described under “– Named Executive Officer Compensation Framework,” focusing on the relative complexity and importance of the executive’s role within Danaher, the market value of the executive’s role and the executive’s performance in the prior year (without giving specific weight to any particular
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|
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factor). Given that base salary is one of the elements in the formula for determining annual cash incentive compensation, the Committee also considered how changes in base salary would impact annual cash incentive compensation.
Other Compensation
Severance Benefits
We have entered into Proprietary Interest Agreements with each of our NEOs that include post-employment restrictive covenant obligations. Danaher’s Senior Leader Severance Pay Plan, which each of the NEOs participates in, provides for severance payments under certain circumstances. Mr. Blair’s Proprietary Interest Agreement entitles him to certain additional cash payments if the Company terminates his employment without cause. We believe the post-employment restrictive covenant obligations included in these agreements are critical in protecting our proprietary assets, and that the severance payments payable upon a termination without cause are generally commensurate with the severance rights our peers offer executives in comparable roles. There is no change-in-control provision in the Senior Leader Severance Pay Plan or in any NEO employment agreement.
EDIP, ECP and DCP
As discussed in more detail under “Summary of Employment Agreements and Plans – Supplemental Retirement Program,” each NEO (1) participates in either the Amended and Restated Executive Deferred Incentive Program (“EDIP”), or the ECP, and (2) is eligible to participate in the voluntary Deferred Compensation Plan (“DCP”):
•
The EDIP and ECP are each non-qualified, unfunded excess contribution programs available to selected members of our management. We use these programs to tax-effectively contribute amounts to executives’ and other participants’ retirement accounts and provide an opportunity to realize tax-deferred, market-based notional investment growth on these contributions.
•
The DCP allows each participant to voluntarily defer, on a pre-tax basis, up to 85% of their salary and/or up to 85% of their non-equity annual incentive compensation with respect to a given plan year. The DCP gives our executives and other participants an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals.
Other Benefits and Perquisites
All of our executives are eligible to participate in our U.S. employee benefit plans, including our group medical, dental, vision, disability, accidental death and dismemberment, life insurance, flexible spending and 401(k) plans. These plans are generally available to all U.S. salaried employees and do not discriminate in favor of executive officers. In addition, the Committee makes certain perquisites available to the NEOs that we believe help maximize the amount of time and focus that executives spend on Danaher business; please see the footnotes to the 2024 Summary Compensation Table on page
53
for additional details. The Committee has also adopted a policy prohibiting any tax reimbursement or gross-up provisions in our executive compensation program (except under a policy applicable to management employees generally such as a relocation policy).
Peer Group Compensation Analysi
s
The Committee does not target a specific competitive position versus the market or peer companies in determining the compensation of our executives because in light of the Company’s diverse mix of businesses, strict targeting of a specified compensation posture would not appropriately reflect the unique nature of our business portfolio or the degree of difficulty in leading the Company and key businesses and functions. However, the Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and ensure that our executive compensation program supports our recruitment and retention needs and is fair and efficient. As a result, the Committee has worked with FW Cook to develop a peer group for purposes of assessing competitive compensation practices, and periodically reviews compensation data for the peer group derived from publicly filed proxy statements. The Committee periodically reviews the companies included in the peer group to ensure that the peer group remains appropriate.
Executive Compensation Peer Group
The Company's peer group (for purposes of all 2024 executive compensation decisions) consisted of the companies set forth below:
| Abbott Laboratories (ABT) | Boston Scientific Corporation (BSX) | Johnson Johnson (JNJ) | ||||||
| AbbVie Inc. (ABBV) | Bristol-Myers Squibb Company (BMY) | Medtronic Inc. (MDT) | ||||||
| Agilent Technologies (A) | Eli Lilly and Company (LLY) | Merck Co. (MRK) | ||||||
| Amgen Inc. (AMGN) | Gilead Sciences (GILD) | Stryker Corporation (SYK) | ||||||
| Becton Dickinson Co. (BDX) | IQVIA Holdings Inc. (IQV) | Thermo Fisher Scientific Inc. (TMO) | ||||||
The Committee selected companies for inclusion in this peer group based on (1) the extent to which they compete with us in one or more lines of business, for executive talent and for investors, and (2) comparability of revenues, market capitalization, net income, total assets and number of employees. The table below sets forth for this peer group and Danaher information regarding revenue, net income and total assets (based on the most recently reported four quarters for each company as of September 1, 2024), market capitalization (as of September 1, 2024) and employee headcount (based on each company’s most recent fiscal year end as of September 1, 2024), in each case derived from the Standard Poor’s Capital IQ database.
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|
($ IN MILLIONS, EXCEPT
NUMBER OF EMPLOYEES) |
Revenue |
Market
Capitalization |
Net Income (From continuing
operations excluding extraordinary items) |
Total Assets |
Employees
|
||||||||||||
|
75
th
percentile
|
$44,428 | $262,072 | $5,878 | $96,571 | 91,000 | ||||||||||||
| Median | $32,577 | $137,667 | $3,448 | $73,017 | 52,000 | ||||||||||||
|
25
th
percentile
|
$20,609 | $104,639 | $1,441 | $46,355 | 38,550 | ||||||||||||
| Danaher | $23,568 | $200,790 | $4,056 | $78,555 | 62,000 | ||||||||||||
| Danaher Percentile Rank | 31% | 65% | 58% | 52% | 54% | ||||||||||||
The peer group compensation data that the Committee reviewed in 2024 in connection with its named executive officer compensation decisions estimated the 25
th
, median and 75
th
percentile positions among our peers with respect to base salary, annual cash incentive compensation (target and actual), total annual cash compensation (target and actual), long-term incentive compensation, total direct compensation (target and actual), all other compensation, annual change in pension value and above-market interest on non-qualified deferred compensation, and actual total compensation, in each case with respect to each respective NEO position.
Named Executive Officer Compensation Framework
Danaher’s compensation program is grounded on the principle that each executive must consistently demonstrate exceptional personal performance in order to remain a Danaher executive. Within the framework of this principle and the other objectives discussed above, the Committee exercises its judgment in making executive compensation decisions. The factors that generally shape particular executive compensation decisions (none of which are assigned any particular weight by the Committee) are the following:
•
The relative complexity and importance of the executive’s position within Danaher.
To ensure that the most senior executives are held most accountable for long-term operating results and changes in shareholder value, the Committee believes that both the amount and “at-risk” nature of compensation should increase with the relative complexity and significance of an executive’s position.
•
The executive’s record of performance, long-term leadership potential and tenure.
•
Danaher’s performance.
Our cash incentive compensation varies annually to reflect near-term changes in operating and financial results. Our long-term compensation is closely aligned with long-term shareholder value creation, both by tying the ultimate value of the awards to long-term shareholder returns and because of the length of time executives are required to hold the awards before realizing their value.
•
Our assessment of pay levels and practices in the competitive marketplace.
The Committee considers market practice in determining pay levels and compensation design to ensure that our costs are sustainable relative to peers and compensation is appropriately positioned to attract and retain talented executives. As noted above, the market for executive-level talent is highly competitive. We also have a history of successfully applying the Danaher Business System, or DBS, to deliver strong operating performance and create shareholder value, and we devote significant resources to training our executives in DBS. As a result of these factors, we believe that our executives are particularly valued by other companies, which creates a high degree of retention risk.
The philosophy and goals of our compensation program have remained consistent over time, although the Committee considers the factors above within the context of the then-prevailing economic environment and may adjust the terms and/or amounts of compensation accordingly so that they continue to support our objectives.
For a description of the role of the Company’s executives and the Committee’s independent compensation consultant in the executive compensation process, please see “Corporate Governance – Board of Directors and Committees of the Board –Compensation Committee.”
Other Compensation Policies and Information
Long-Term Incentive Compensation Grant Practices
Equity awards are granted under Danaher’s Omnibus Plan, which is described in “Summary of Employment Agreements and Plans – 2007 Omnibus Incentive Plan.”
•
The Committee does not maintain a formal policy regarding the timing of granting equity awards to our executive officers, but executive equity awards are typically
granted
as of one of the Company’s four, standardized grant dates during the year, and may also be granted at the time of an executive hire or promotion or upon identification of a specific retention concern. The grant date is either the date of grant approval or a specified date subsequent to the approval date.
•
During 2024, there were no equity awards granted to any named executive officers within a period of four business days preceding and one day following the filing or furnishing of any Form 10-K, 10-Q, or 8-K that disclosed material nonpublic information.
•
The Board and the Committee do not take material non-public information into account when determining the timing or terms of equity awards,
nor has the Board or the Committee timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation
.
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The target dollar award value attributable to PSUs and RSUs, respectively, has been translated into a target number of PSUs or a number of RSUs, as applicable, based on fair market value. The target dollar award value attributable to stock options has been translated into a number of stock options based on the actual Black Scholes value used in the Company’s financial statements with respect to the particular grant. The exercise price for stock option awards granted under the Omnibus Plan equals the closing price of Danaher’s Common Stock on the date of grant (or on the immediately preceding trading day if the date of grant is not a trading day).
Stock Ownership-Related Policies
Stock Ownership Requirements
To further align management and shareholder interests and discourage inappropriate or excessive risk-taking, our stock ownership policy requires each executive officer to obtain a substantial equity stake in Danaher within five years of their appointment to an executive position, as follows:
| Title | Stock Ownership Multiple | ||||
| Chief Executive Officer | 6 times base salary | ||||
| Executive Vice President | 3 times base salary | ||||
| Senior Vice President | 2 times base salary | ||||
|
What Counts as Ownership:
|
What Does Not Count as Ownership: | ||||
|
•
Shares in which the executive or their spouse or child has a direct or indirect interest
•
Notional shares in the EDIP, ECP or DCP
•
Shares held in a 401(k) plan
•
Unvested RSUs
•
Vested PSUs
|
•
Unexercised stock options
•
Unvested PSUs
|
||||
Once an executive officer has acquired a number of Company shares that satisfies the applicable ownership multiple, such number of shares then becomes the officer’s minimum ownership requirement (even if the officer’s salary increases or the fair market value of such shares subsequently changes) until the officer is promoted to a higher level. Each NEO employed by Danaher as of December 31, 2024, was in compliance with the stock ownership requirements as of such date.
Pledging Policy
Danaher’s Board has adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of Danaher Common Stock that the director or officer directly or indirectly owns and controls (other than shares pledged as of the date the policy was adopted), and provides that pledged shares of Danaher Common Stock do not count toward Danaher’s stock ownership requirements. No NEO has pledged any shares of Danaher Common Stock.
Hedging Policy
Under our insider trading policy, Danaher directors and employees (including executive officers) are prohibited from engaging in short sales of Danaher Common Stock, transactions in any derivative of a Danaher security (including, but not limited to, buying or selling puts, calls or other options (except for instruments granted under a Danaher equity compensation plan)) or any other forms of hedging transactions with respect to Danaher securities.
Clawback Policies
Restatement-Based Clawback Policy
To further discourage inappropriate or excessive risk-taking, the Committee has adopted a rigorous, “no-fault” clawback policy that complies with the clawback policy requirements of the NYSE. This policy provides for recovery of incentive-based compensation erroneously received by current or former executive officers during the three completed fiscal years immediately preceding the year in which the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. “Incentive-based compensation” is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of any financial reporting measure, and “financial reporting measure” is defined to include both GAAP and non-GAAP financial measures, stock price and TSR. This policy provides for limited exceptions to the Company’s obligation to enforce the NYSE-required terms due to impracticability of recovery.
This restatement-based clawback policy extends beyond the terms required by the NYSE listing standards. These extended terms apply to a broader group of senior management than just executive officers and provide that in the event of a material accounting restatement (not required pursuant to a change in accounting rules) the Company may recover from a covered person:
•
the portion of annual incentive compensation awarded during specified periods that would not have been awarded had the affected financial statements been correctly stated; and
•
all annual incentive compensation awarded to, gains from stock option exercises by and other stock compensation-related benefits received by the covered person during specified periods if such person’s fraud or intentional misconduct alone or with others caused such restatement.
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Misconduct-Based Clawback Policy
In 2025, Danaher’s Board adopted an additional clawback policy to complement the restatement-based clawback policy. This supplemental policy applies even in the absence of an accounting restatement and is triggered in the event of misconduct resulting in a violation of law or Company policy that causes serious financial and/or reputational harm to Danaher. The misconduct-based clawback policy applies to our executive officers as well as the same, extended group of senior management subject to the restatement-based clawback policy. In the event the policy is triggered, Danaher has the right to recover up to 100% (in the Compensation Committee’s discretion) of the covered person’s (1) annual cash incentive compensation received during the calendar year(s) in which the misconduct occurred and (for each year in which misconduct occurred) the immediately preceding calendar year (the “recovery period”); (2) gains from Company stock option exercises during the recovery period, and (3) other Company stock-based awards (both time-based and performance-based) that vested during the recovery period. The policy applies to compensation received or realized on or after February 20, 2025.
Stock Compensation Plan Provisions
The stock plans in which Danaher’s executive officers and other employees participate contain provisions for recovering awards upon certain circumstances. Under the terms of the Company’s Omnibus Plan, if an employee is terminated for gross misconduct, the administrator may terminate up to all of the participant’s unexercised or unvested equity awards. In addition, under the terms of each of the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher.
Regulatory Considerations
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to certain executive officers. We review the tax impact of our executive compensation on the Company as well as on the executive officers. In addition, we review the impact of our compensation programs against other considerations, such as accounting impact, shareholder alignment, market competitiveness, effectiveness and perceived value to employees. Because many different factors influence a well-rounded, comprehensive and effective executive compensation program, some of the compensation we provide to our executive officers is not deductible under Section 162(m).
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Compensation Committee Report
This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing by Danaher under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent Danaher specifically incorporates this report by reference therein.
The Compensation Committee of Danaher Corporation’s Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis set forth above and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee of the Board of Directors
Teri List (Chair)
Jessica L. Mega, MD, MPH
Alan G. Spoon
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Compensation Tables and Information
2024 Summary Compensation Table
The following table sets forth the 2024 compensation of (i) our President and Chief Executive Officer, (ii) our Executive Vice President and Chief Financial Officer, (iii) our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2024, and (iv) an additional individual f
or whom disclosure would have been provided pursuant to (iii) above but for the fact that the individual was not serving as an executive officer of Danaher at the end of 2024,
known as our “named executive officers.”
|
Name and
Principal Position |
Year |
Salary
($) (1) |
Bonus
($) |
Stock
Awards ($) (2) |
Option
Awards ($) (2) |
Non-Equity
Incentive Plan Compensation ($) (1) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) |
All Other
Compensation ($) (4) |
Total
($) |
|||||||||||||||||||||||||||||||||||||||||
|
Rainer M. Blair,
President and CEO
|
2024 | 1,350,000 | 0 | 8,888,611 | 8,068,132 | 3,294,000 | 0 | 506,421 | 22,107,164 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 1,300,000 | 0 | 8,068,474 | 7,509,417 | 3,541,200 | 0 | 484,191 | 20,903,282 | ||||||||||||||||||||||||||||||||||||||||||
| 2022 | 1,300,000 | 0 | 7,239,213 | 7,029,061 | 4,222,400 | 0 | 405,353 | 20,196,027 | ||||||||||||||||||||||||||||||||||||||||||
|
Matthew R. McGrew,
Executive Vice President and CFO
|
2024 | 990,470 | 0 | 2,500,046 | 2,269,152 | 1,411,420 | 0 | 296,306 | 7,467,394 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 966,310 | 0 | 2,555,306 | 2,377,957 | 1,350,418 | 0 | 246,087 | 7,496,078 | ||||||||||||||||||||||||||||||||||||||||||
| 2022 | 878,460 | 0 | 2,197,854 | 2,133,848 | 1,783,270 | 0 | 189,912 | 7,183,344 | ||||||||||||||||||||||||||||||||||||||||||
|
Georgeann Couchara,
Senior Vice President, Human Resources
|
2024 | 726,000 | 0 | 1,760,672 | 1,638,922 | 1,051,974 | 0 | 160,058 | 5,337,626 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 660,000 | 0 | 1,840,043 | 1,745,775 | 878,922 | 0 | 125,077 | 5,249,817 | ||||||||||||||||||||||||||||||||||||||||||
|
Brian W. Ellis,
Senior Vice President, General Counsel
|
2024 | 800,670 | 0 | 1,527,774 | 1,386,722 | 1,123,340 | 0 | 119,535 | 4,958,041 | |||||||||||||||||||||||||||||||||||||||||
|
Jose-Carlos Gutierrez-Ramos,
Senior Vice President and Chief Science Officer
|
2024 | 862,580 | 0 | 2,687,806 | 2,521,352 | 1,329,236 | 0 | 98,445 | 7,499,419 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 784,160 | 0 | 2,604,987 | 2,503,057 | 1,116,409 | 0 | 188,572 | 7,197,185 | ||||||||||||||||||||||||||||||||||||||||||
| 2022 | 754,000 | 0 | 1,835,920 | 1,205,025 | 1,408,170 | 0 | 81,942 | 5,285,057 | ||||||||||||||||||||||||||||||||||||||||||
|
Joakim Weidemanis
,
Former Executive Vice President
|
2024 | 773,143 | 0 | 3,303,472 | 3,025,644 | 1,024,415 | 0 | 224,132 | 8,350,806 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | 1,008,480 | 0 | 2,958,575 | 2,753,420 | 1,535,411 | 0 | 215,799 | 8,471,685 | ||||||||||||||||||||||||||||||||||||||||||
| 2022 | 972,400 | 0 | 2,585,694 | 2,510,454 | 1,951,750 | 0 | 206,319 | 8,226,617 | ||||||||||||||||||||||||||||||||||||||||||
(1)
The following table sets forth the amount, if any, of salary and/or non-equity incentive compensation that each named executive officer deferred into the DCP with respect
to each of the years reported above:
| Amount of Salary Deferred Into DCP ($) |
Amount of Non-Equity
Incentive Compensation Deferred Into DCP ($) |
||||||||||||||||||||||
| Name of Officer |
2024
|
2023
|
2022 |
2024
|
2023 | 2022 | |||||||||||||||||
| Rainer M. Blair | — | — | — | — | — | — | |||||||||||||||||
| Matthew R. McGrew | — | — | — | — | — | — | |||||||||||||||||
| Georgeann Couchara | 36,236 | 32,942 | N/A | 52,599 | 43,946 | N/A | |||||||||||||||||
| Brian W. Ellis | — | N/A | N/A | — | N/A | N/A | |||||||||||||||||
| Jose-Carlos Gutierrez-Ramos | — | — | — | — | — | — | |||||||||||||||||
| Joakim Weidemanis | — | — | — | — | — | — | |||||||||||||||||
(2) The amounts reflected in these columns represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity grants made in the applicable year. With respect to stock options, the grant date fair value under FASB ASC Topic 718 has been calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures):
| 2025 Notice of Annual Meeting and Proxy Statement |
53
|
||||||||||
| Name of Officer | Date of Grant |
Risk-Free
Interest Rate |
Stock Price
Volatility Rate |
Dividend
Yield |
Option
Life |
|||||||||||||||||||||||||||
| Blair, McGrew, Couchara, Ellis, Gutierrez-Ramos, Weidemanis | March 1, 2024 | 4.20 | % | 34.38 | % | 0.42 | % | 7.0 years | ||||||||||||||||||||||||
| Couchara | May 15, 2023 | 3.48 | % | 28.36 | % | 0.48 | % | 7.0 years | ||||||||||||||||||||||||
| Blair, McGrew, Couchara, Gutierrez-Ramos, Weidemanis | February 24, 2023 | 4.10 | % | 28.02 | % | 0.43 | % | 7.0 years | ||||||||||||||||||||||||
| Blair, McGrew, Gutierrez-Ramos, Weidemanis | February 24, 2022 | 1.94 | % | 30.23 | % | 0.37 | % | 7.5 years | ||||||||||||||||||||||||
All stock awards reflected in the table above were granted in the form of performance stock units (PSUs), except that a portion of Dr. Gutierrez-Ramos' 2024, 2023 and 2022 stock awards, a portion of Ms. Couchara's 2024 and 2023 stock awards, and a portion of Mr. Weidemanis' 2024 stock award were granted in the form of RSUs. With respect to RSUs, the grant date fair value under FASB ASC Topic 718 was calculated based on the number of shares of Common Stock underlying the RSU, times the closing price of the Common Stock on the date of grant (but discounted to account for the fact that RSUs do not accrue dividend rights prior to vesting and distribution). With respect to PSUs, the grant date fair value under FASB ASC Topic 718 has been calculated based on the probable outcome of the applicable performance conditions and a Monte Carlo simulation valuation model modified to reflect an illiquidity discount (as a result of the mandatory two-year post-vesting holding period), using the following significant assumptions (since the performance criteria applicable to the performance stock units are considered a “market condition,” footnote disclosure of the award’s potential maximum value is not required):
| Monte Carlo Simulation | Illiquidity discount | ||||||||||||||||||||||||||||
| Name of Officer | Date of Grant |
Danaher’s
expected volatility |
Average
volatility of peer group |
Risk-free
interest rate |
Dividend
yield |
|
Danaher’s
expected volatility |
Risk-free
interest rate |
Dividend
yield |
||||||||||||||||||||
| Blair, McGrew, Couchara, Ellis, Gutierrez-Ramos, Weidemanis | March 1, 2024 | 27.43 | % | 30.62 | % | 4.31 | % | 0.00 | % | 28.84 | % | 4.49 | % | 0.42 | % | ||||||||||||||
| Blair, McGrew, Couchara, Gutierrez-Ramos, Weidemanis | February 24, 2023 | 27.77 | % | 34.14 | % | 4.51 | % | 0.00 | % | 29.01 | % | 4.72 | % | 0.43 | % | ||||||||||||||
| Blair, McGrew, Gutierrez-Ramos, Weidemanis | February 24, 2022 | 27.01 | % | 38.88 | % | 1.69 | % | 0.00 | % | 29.72 | % | 1.53 | % | 0.37 | % | ||||||||||||||
(3) We do not provide any above-market or preferential earnings on compensation that is deferred by any NEO.
(4) The following table describes the elements of compensation included in “All Other Compensation” for 2024:
| Name |
Company 401(k)
Contributions ($) |
Company EDIP/ECP
Contributions ($) |
Other ($)
|
Total 2024
All Other Compensation ($) |
|||||||||||||
| Rainer M. Blair | 24,096 | 312,000 | 170,325 |
(a)
|
506,421 | ||||||||||||
| Matthew R. McGrew | 24,096 | 130,452 | 141,758 |
(b)
|
296,306 | ||||||||||||
| Georgeann Couchara | 24,096 | 92,171 | 43,791 |
(c)
|
160,058 | ||||||||||||
| Brian W. Ellis | 24,096 | 51,644 | 43,795 |
(c)
|
119,535 | ||||||||||||
| Jose-Carlos Gutierrez-Ramos | 13,915 | 51,644 | 32,886 |
(d)
|
98,445 | ||||||||||||
| Joakim Weidemanis | 24,096 | 181,526 | 18,510 |
(e)
|
224,132 | ||||||||||||
(a) Includes $93,541 relating to personal use of the Company’s aircraft and $52,360 related to tickets for entertainment events, plus amounts related to tax preparation/professional services; parking expenses and an executive physical. The incremental cost to the Company of the personal aircraft use is calculated by multiplying the total number of personal flight hours times the average direct variable operating costs (including costs related to fuel, on-board catering, maintenance expenses related to operation of the plane during the year, landing and parking fees, navigation fees, related ground transportation, crew accommodations and meals and supplies) per flight hour for the particular aircraft for the year, net of any applicable employee reimbursement. The aircraft fleet is maintained primarily for business travel. We do not include in the average direct variable operating costs any fixed costs that do not change based on usage, such as crew salaries, aircraft insurance premiums, hangar lease payments, the lease or acquisition cost of the aircraft, exterior paint and other maintenance, inspection and capital improvement costs intended to cover a multi-year period. Mr. Blair’s perquisite allowance for personal use of the Company aircraft is limited to $125,000 annually and Mr. Blair is required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $125,000. The incremental cost to the Company of tickets for entertainment events is calculated based on the Company’s out-of-pocket costs for such tickets.
(b) Includes $50,000 relating to personal use of Danaher’s aircraft and $69,540 related to tickets for entertainment events, plus amounts related to tax preparation/professional services and parking expenses. The incremental cost to the Company of the personal aircraft use and tickets to entertainment events are calculated in the same manner as set forth in Footnote 4(a) above. Mr. McGrew’s perquisite allowance for personal use of the Company aircraft is limited to $50,000 annually and Mr. McGrew is required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $50,000.
(c) Consists of amounts related to tax preparation/professional services, tickets to entertainment events and parking expenses.
(d) Consists of amounts related to tax preparation/professional services, commuting expenses and lodging.
(e) Consists of amounts related to tax preparation/professional services.
| 2025 Notice of Annual Meeting and Proxy Statement |
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|
||||||||||
Grants of Plan-Based Awards for Fiscal 2024
The following table sets forth certain information regarding grants of plan-based awards to each of our named executive officers in 2024.
|
|
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards (1) |
|
Estimated Future Payouts
Under Equity Incentive Plan Awards
(2)
|
All Other
Option Awards: Number of Securities Underlying Options (#) (2) |
|
Grant Date Fair Value of
Stock and Option Awards ($) (3) |
|||||||||||||||||||||||||||||||||
|
Name
|
Grant Date
|
Committee
Approval Date |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
Exercise or
Base Price of Option Awards ($/Share) |
||||||||||||||||||||||||||||||||
|
Rainer M.
Blair
|
Annual cash incentive compensation | 2/21/2024 | 2/21/2024 | 1,350,000 | 2,700,000 | 5,400,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
|
Stock options
(4)
|
3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 74,443 | 255.87 | 8,068,132 | ||||||||||||||||||||||||||||||
|
Performance stock units
(5)
|
3/1/2024 | 2/21/2024 | — | — | — | 7,817 | 31,266 | 62,532 | — | — | 8,888,611 | ||||||||||||||||||||||||||||||
|
Matthew R.
McGrew
|
Annual cash incentive
compensation |
2/21/2024 | 2/21/2024 | 619,044 | 1,238,088 | 2,476,176 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
|
Stock options
(4)
|
3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 20,937 | 255.87 | 2,269,152 | ||||||||||||||||||||||||||||||
|
Performance stock
units (5) |
3/1/2024 | 2/21/2024 | — | — | — | 2,199 | 8,794 | 17,588 | — | — | 2,500,046 | ||||||||||||||||||||||||||||||
| Georgeann Couchara |
Annual cash incentive
compensation |
2/21/2024 | 2/21/2024 | 417,450 | 834,900 | 1,669,800 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
|
Stock options
(4)
|
3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 11,632 | 255.87 | 1,260,676 | ||||||||||||||||||||||||||||||
|
Stock options
(6)
|
3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 3,490 | 255.87 | 378,246 | ||||||||||||||||||||||||||||||
|
Restricted stock units
(7)
|
3/1/2024 | 2/21/2024 | — | — | — | — | 1,466 | — | — | — | 371,631 | ||||||||||||||||||||||||||||||
|
Performance stock
units (5) |
3/1/2024 | 2/21/2024 | — | — | — | 1,222 | 4,886 | 9,772 | — | — | 1,389,041 | ||||||||||||||||||||||||||||||
| Brian W. Ellis |
Annual cash incentive
compensation |
2/21/2024 | 2/21/2024 | 460,386 | 920,771 | 1,841,542 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
|
Stock options
(4)
|
3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 12,795 | 255.87 | 1,386,722 | ||||||||||||||||||||||||||||||
|
Performance stock
units (5) |
3/1/2024 | 2/21/2024 | — | — | — | 1,344 | 5,374 | 10,748 | — | — | 1,527,774 | ||||||||||||||||||||||||||||||
|
Jose-Carlos Gutierrez-Ramos
|
Annual cash incentive
compensation |
2/21/2024 | 2/21/2024 | 495,984 | 991,967 | 1,983,934 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
|
Stock options
(4)
|
3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 16,285 | 255.87 | 1,764,968 | ||||||||||||||||||||||||||||||
|
Stock options
(6)
|
3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 6,979 | 255.87 | 756,384 | ||||||||||||||||||||||||||||||
|
Restricted stock units
(7)
|
3/1/2024 | 2/21/2024 | — | — | — | — | 2,932 | — | — | — | 743,262 | ||||||||||||||||||||||||||||||
|
Performance stock
units (5) |
3/1/2024 | 2/21/2024 | — | — | — | 1,710 | 6,840 | 13,680 | — | — | 1,944,544 | ||||||||||||||||||||||||||||||
|
Joakim
Weidemanis
|
Annual cash incentive
compensation |
2/21/2024 | 2/21/2024 | 483,215 | 966,429 | 1,932,858 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
|
Stock options
(4)
|
3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 25,590 | 255.87 | 2,773,444 | ||||||||||||||||||||||||||||||
|
Stock options
(6)
|
3/1/2024 | 2/21/2024 | — | — | — | — | — | — | 2,327 | 255.87 | 252,200 | ||||||||||||||||||||||||||||||
|
Restricted stock units
(7)
|
3/1/2024 | 2/21/2024 | — | — | — | — | 978 | — | — | — | 247,923 | ||||||||||||||||||||||||||||||
|
Performance stock
units (5) |
3/1/2024 | 2/21/2024 | — | — | — | 2,687 | 10,748 | 21,496 | — | — | 3,055,549 | ||||||||||||||||||||||||||||||
(1) These columns relate to 2024 cash award opportunities under the Omnibus Plan. Please see “Summary of Employment Agreements and Plans – 2007 Omnibus Incentive Plan” for a description of such plan. The amounts actually paid pursuant to these 2024 award opportunities are set forth in the “Non-Equity Incentive Plan Compensation” column of the 2024
Summary Compensation Table on page
53
.
(2) These columns relate to equity awards granted under the Omnibus Plan, the terms of which apply to all of the equity awards described in this table.
(3) Reflects the grant date fair value calculated in accordance with FASB ASC Topic 718. For the assumptions used in determining the grant date fair value under FASB ASC Topic 718, please see Footnote 2 to the 2024 Summary Compensation Table on page
53
.
(4) For a description of the vesting terms of the award, please see Footnote 3 to the Outstanding Equity Awards at 2024 Fiscal Year-End Table below.
(5) For a description of the vesting terms of the award, please see Footnote 5 to the Outstanding Equity Awards at 2024 Fiscal Year-End Table below.
(6) For a description of the vesting terms of the award, please see Footnote 6 to the Outstanding Equity Awards at 2024 Fiscal Year-End Table below.
(7) For a description of the vesting terms of the award, please see Footnote 8 to the Outstanding Equity Awards at 2024 Fiscal Year-End Table below.
| 2025 Notice of Annual Meeting and Proxy Statement |
55
|
||||||||||
Outstanding Equity Awards at 2024 Fiscal Year-End
The following table summarizes outstanding equity awards for each named executive officer as of December 31, 2024. All of the awards set forth in the table below are governed by the terms and conditions of the Omnibus Plan.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable (1) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number
of Shares or Units of Stock That Have Not Vested (#) (1) |
Market Value
of Shares or Units of Stock That Have Not Vested ($) (2) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) |
|||||||||||||||||||||||||||||||||||
| Rainer M. Blair | 3/1/2024 | — | 74,443 |
(3)
|
$255.87 | 3/1/2034 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | 91,602 |
(3)
|
$221.29 | 2/24/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2022 | — | 82,912 |
(3)
|
$241.22 | 2/24/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2021 | — | 92,809 |
(4)
|
$198.09 | 2/24/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 5/15/2020 | 9,968 | 9,969 |
(4)
|
$145.55 | 5/15/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2020 | 26,742 | 26,743 |
(4)
|
$139.30 | 2/24/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2019 | 74,391 | — | $100.81 | 2/24/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2018 | 52,157 | — | $88.24 | 2/24/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2017 | 60,015 | — | $76.47 | 2/24/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 3/1/2024 | — | — | — | — | — | — | 7,817 |
(5)
|
$1,802,719 | |||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | — | — | — | — | — | 16,947 |
(5)
|
$3,926,165 | |||||||||||||||||||||||||||||||||||
| Matthew R. McGrew | 3/1/2024 | — | 20,937 |
(3)
|
$255.87 | 3/1/2034 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | 29,007 |
(3)
|
$221.29 | 2/24/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2022 | — | 25,170 |
(3)
|
$241.22 | 2/24/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2021 | — | 27,840 |
(4)
|
$198.09 | 2/24/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2020 | 18,941 | 18,941 |
(4)
|
$139.30 | 2/24/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2019 | 42,982 | — | $100.81 | 2/24/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2018 | 34,775 | — | $88.24 | 2/24/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2017 | 15,603 | — | $76.47 | 2/24/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 11/15/2015 | 16,172 | — | $62.85 | 11/15/2025 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 3/1/2024 | — | — | — | — | — | — | 2,199 |
(5)
|
$507,040 | |||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | — | — | — | — | — | 5,367 |
(5)
|
$1,243,427 | |||||||||||||||||||||||||||||||||||
|
Georgeann
|
3/1/2024 | — | 3,490 |
(6)
|
$255.87 | 3/1/2034 | — | — | — | — | ||||||||||||||||||||||||||||||||||
|
Couchara
|
3/1/2024 | — | 11,632 |
(3)
|
$255.87 | 3/1/2034 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| 5/15/2023 | 1,722 | 5,168 |
(6)
|
$201.59 | 5/15/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | 15,267 |
(3)
|
$221.29 | 2/24/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2022 | — | 7,699 |
(3)
|
$241.22 | 2/24/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2021 | 2,673 | 1,785 |
(7)
|
$198.09 | 2/24/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2020 | 4,016 | 1,004 |
(7)
|
$139.30 | 2/24/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 7/15/2019 | 12,743 | — | $125.35 | 7/15/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2019 | 4,469 | — | $100.81 | 2/24/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2018 | 4,176 | — | $88.24 | 2/24/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 3/1/2024 | — | — | — | — | — | — | 1,222 |
(5)
|
$281,715 | |||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | — | — | — | — | — | 2,825 |
(5)
|
$654,496 | |||||||||||||||||||||||||||||||||||
| 3/1/2024 | — | — | — | — | 1,466 |
(8)
|
$336,520 | — | — | |||||||||||||||||||||||||||||||||||
| 5/15/2023 | — | — | — | — | 1,861 |
(8)
|
$427,193 | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2021 | — | — | — | — | 573 |
(9)
|
$131,532 | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2020 | — | — | — | — | 312 |
(9)
|
$71,620 | — | — | |||||||||||||||||||||||||||||||||||
| 2025 Notice of Annual Meeting and Proxy Statement |
56
|
||||||||||
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||||||||||||||||||||
|
Name
|
Grant Date |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable (1) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number
of Shares or Units of Stock That Have Not Vested (#) (1) |
Market
Value
of Shares or Units of Stock That Have Not Vested ($) (2) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) |
|||||||||||||||||||||||||||||||||||
| Brian W. Ellis | 3/1/2024 | — | 12,795 |
(3)
|
$255.87 | 3/1/2034 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | 18,320 |
(3)
|
$221.29 | 2/24/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2022 | — | 17,767 |
(3)
|
$241.22 | 2/24/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2021 | 6,187 | 12,377 |
(10)
|
$198.09 | 2/24/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2020 | 13,374 | 6,687 |
(10)
|
$139.30 | 2/24/2030 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2019 | 20,932 | — | $100.81 | 2/24/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2018 | 27,818 | — | $88.24 | 2/24/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2017 | 36,013 | — | $76.47 | 2/24/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2016 | 12,809 | — | $58.59 | 2/24/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2016 | 14,667 | — | $58.59 | 2/24/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 3/1/2024 | — | — | — | — | — | — | 1,344 |
(5)
|
$309,851 | |||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | — | — | — | — | — | 3,390 |
(5)
|
$785,395 | |||||||||||||||||||||||||||||||||||
|
Jose-Carlos
|
3/1/2024 | — | 16,285 |
(3)
|
$255.87 | 3/1/2034 | — | — | — | — | ||||||||||||||||||||||||||||||||||
|
Gutierrez-Ramos
|
3/1/2024 | — | 6,979 |
(6)
|
$255.87 | 3/1/2034 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| 2/24/2023 | 3,053 | 9,160 |
(6)
|
$221.29 | 2/24/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | 18,320 |
(3)
|
$221.29 | 2/24/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2022 | — | 14,214 |
(3)
|
$241.22 | 2/24/2032 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2021 | 4,948 | 9,901 |
(10)
|
$198.09 | 2/24/2031 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 3/1/2024 | — | — | — | — | — | — | 1,710 |
(5)
|
$394,377 | |||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | — | — | — | — | — | 3,390 |
(5)
|
$785,395 | |||||||||||||||||||||||||||||||||||
| 3/1/2024 | — | — | — | — | 2,932 |
(8)
|
$673,041 | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2023 | — | — | — | — | 3,391 |
(8)
|
$778,404 | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2022 | — | — | — | — | 829 |
(11)
|
$190,297 | — | — | |||||||||||||||||||||||||||||||||||
|
Joakim Weidemanis
|
3/1/2024 | — | 25,590 |
(3)
|
$255.87 | 3/1/2034 | — | — | — | — | ||||||||||||||||||||||||||||||||||
| 3/1/2024 | — | 2,327 |
(6)
|
$255.87 | 3/1/2034 | — | — | — | — | |||||||||||||||||||||||||||||||||||
|
|
2/24/2023 | — | 33,587 |
(3)
|
$221.29 | 2/24/2033 | — | — | — | — | ||||||||||||||||||||||||||||||||||
|
|
2/24/2022 | — | 29,612 |
(3)
|
$241.22 | 2/24/2032 | — | — | — | — | ||||||||||||||||||||||||||||||||||
|
|
2/24/2021 | — | 37,128 |
(4)
|
$198.09 | 2/24/2031 | — | — | — | — | ||||||||||||||||||||||||||||||||||
|
|
5/15/2020 | 38,590 | 19,297 |
(10)
|
$145.55 | 5/15/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||
|
|
2/24/2020 | 23,956 | 23,957 |
(4)
|
$139.30 | 2/24/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||
|
|
2/24/2019 | 66,128 | — | $100.81 | 2/24/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||
|
|
2/24/2018 | 45,200 | — | $88.24 | 2/24/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||
|
|
2/24/2017 | 48,014 | — | $76.47 | 2/24/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||
|
|
11/15/2016 | 43,353 | — | $70.74 | 11/15/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 2/24/2016 | 13,159 | — | $58.59 | 2/24/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 2/24/2016 | 39,477 | — | $58.59 | 2/24/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
|
|
3/1/2024 | — | — | — | — | — | — | 2,687 |
(5)
|
$619,703 | ||||||||||||||||||||||||||||||||||
|
|
2/24/2023 | — | — | — | — | — | — | 6,214 |
(5)
|
$1,439,660 | ||||||||||||||||||||||||||||||||||
| 3/1/2024 | — | — | — | — | 978 |
(8)
|
$224,500 | — | — | |||||||||||||||||||||||||||||||||||
|
|
5/15/2020 | — | — | — | — | 6,948 |
(12)
|
$1,594,913 | — | — | ||||||||||||||||||||||||||||||||||
(1) With respect to the unexercisable options and unvested PSUs and RSUs reflected in the table above, the footnotes below describe the vesting terms applicable to the entire award of which such options, PSUs or RSUs are a part.
(2) Market value is calculated based on (a) the closing price of Danaher’s Common Stock on December 31, 2024 as reported on the NYSE ($229.55 per share) times the number of shares, plus (b) in the case of PSUs, the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2024.
(3) The option award was granted subject to time-based vesting conditions such that one-half of the award became or becomes exercisable on each of the third and fourth anniversaries of the grant date.
(4) The option award was granted subject to time-based vesting conditions such that one-half of the award became or becomes exercisable on each of the fourth and fifth anniversaries of the grant date.
(5) The number of shares of Common Stock that vest pursuant to the PSU award is based on the Company’s TSR ranking relative to the SP 500 Index over an approximately three-year performance period. Payout at 100% of the target level requires that the Company achieve above-median performance and rank at the 55th percentile of the SP 500 Index, while the PSUs pay out at 200% for performance that equals or exceeds the 75th percentile, 50% for performance at the 35th percentile and zero percent for performance below the 35th percentile. The payout percentages for
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|
||||||||||
performance between the performance levels are determined by linear interpolation. The Company’s three-year average ROIC beginning with the year of grant, compared to the Company’s ROIC for the immediately preceding year (the “baseline year”), can increase or decrease the number of shares that would otherwise vest by 10% (but cannot cause the payout percentage to exceed 200%). Notwithstanding the above, if the Company’s absolute TSR performance for the period is negative a maximum of 100% of the target PSUs will vest (regardless of how strong the Company’s performance is on a relative basis), and if the Company’s absolute TSR performance for the period is positive a minimum of 25% of the target PSUs will vest. Any PSUs that vest following the three-year performance period are subject to an additional two-year holding period and are paid out in shares of Company Common Stock following the fifth anniversary of the commencement of the performance period. For purposes of this table, the number of PSU shares and payout value reported in the table reflect target level performance for PSUs granted in 2023 and threshold level performance for PSUs granted in 2024. No 2022 PSUs are reflected in the table because actual performance with respect to such award fell below threshold level and therefore no shares vested.
(6) The option award was granted subject to time-based vesting conditions such that one-fourth of the award became or becomes exercisable on each of the first four anniversaries of the grant date.
(7) The option award was granted subject to time-based vesting conditions such that one-fifth of the award became or becomes exercisable on each of the first five anniversaries of the grant date.
(8) The RSU award was granted subject to time-based vesting conditions such that one-fourth of the award vests or vested on each of the first four anniversaries of the grant date.
(9) The RSU award was granted subject to time-based vesting conditions such that one-fifth of the award vests or vested on each of the first five anniversaries of the grant date.
(10) The option award was granted subject to time-based vesting conditions such that one-third of the award became or becomes exercisable on each of the third, fourth and fifth anniversaries of the grant date.
(11) The RSU award was granted subject to time-based vesting conditions such that one-third of the award vests or vested on each of the first three anniversaries of the grant date.
(12) The RSU award was granted subject to time-based vesting conditions such that one-third of the award vests or vested on each of the third, fourth and fifth anniversaries of the grant date.
Option Exercises and Stock Vested During Fiscal 2024
The following table summarizes stock option exercises and the vesting of stock awards with respect to our named executive officers in 2024.
| Option Awards | Stock Awards | ||||||||||||||||||||||
| Name |
Number of Shares
Acquired on Exercise(#) |
Value Realized on Exercise($)
(1)
|
Number of Shares
Acquired on Vesting(#) (2) |
Value Realized
on Vesting($) (2) |
|||||||||||||||||||
| Rainer M. Blair | 57,255 | 10,941,845 | 19,698 | 5,019,050 | |||||||||||||||||||
| Matthew R. McGrew | 41,346 | 8,337,253 | 5,911 | 1,506,123 | |||||||||||||||||||
| Georgeann Couchara | 2,622 | 450,876 | 1,498 | 386,226 | |||||||||||||||||||
| Brian W. Ellis | — | — | 3,943 | 1,004,676 | |||||||||||||||||||
| Jose-Carlos Gutierrez-Ramos | — | — | 6,071 | 1,544,091 | |||||||||||||||||||
| Joakim Weidemanis | 40,092 | 7,774,262 | 14,829 | 3,838,608 | |||||||||||||||||||
(1) Calculated by multiplying the number of shares acquired times the difference between the exercise price and the market price of Danaher Common Stock at the time of exercise.
(2) Includes the PSU award shares set forth in the table below, which (together with the related cash dividend equivalent rights) following vesting remain subject to a mandatory holding period that extends until the end of 2025. “Value Realized on Vesting” is calculated based on (a) the number of shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day), plus (b) in the case of PSUs, the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of the vesting date.
| Name |
Number of PSU
Shares That Vested(#) |
Value Realized
on Vesting($) |
|||||||||
| Rainer M. Blair | 19,698 | 5,019,050 | |||||||||
| Matthew R. McGrew | 5,911 | 1,506,123 | |||||||||
| Georgeann Couchara | — | — | |||||||||
| Brian W. Ellis | 3,943 | 1,004,676 | |||||||||
| Jose-Carlos Gutierrez-Ramos | 3,155 | 803,894 | |||||||||
| Joakim Weidemanis | 7,880 | 2,007,824 | |||||||||
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Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End
The following table describes the payments and benefits that each named executive officer would be entitled to receive upon termination of employment or in connection with a change-of-control of Danaher. The amounts set forth below assume that the triggering event occurred on December 31, 2024. Where benefits are based on the market value of Danaher’s Common Stock, we have used the closing price of Danaher’s Common Stock as reported on the NYSE on December 31, 2024 ($229.55 per share). In addition to the amounts set forth below, upon any termination of employment each officer would also be entitled to:
•
receive all payments generally provided to salaried employees on a non-discriminatory basis upon termination, such as accrued salary, life insurance proceeds (for any termination caused by death), unused vacation and 401(k) Plan distributions;
•
potentially receive an annual cash incentive compensation award pursuant to the Omnibus Plan;
•
receive accrued, vested balances under the EDIP, ECP and DCP, if applicable (provided that under the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher); and
•
exercise vested stock options (provided that under the terms of the Omnibus Plan, if an employee is terminated for gross misconduct, the administrator may terminate up to all of the participant’s unexercised or unvested equity awards).
The terms of the EDIP, ECP, DCP and Omnibus Plan are described under “Summary of Employment Agreements and Plans.”
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|
||||||||||
|
Termination/Change-of-Control Event
(1)
|
||||||||||||||||||||||||||
|
Named Executive
Officer |
Benefit |
Termination
Without Cause($) |
Retirement($) |
Death($)
(2)
|
||||||||||||||||||||||
| Rainer M. Blair |
Accelerated or continued vesting of stock options
(3)
|
— | 6,484,729 | 6,927,355 | ||||||||||||||||||||||
|
Accelerated or continued vesting of RSUs/PSUs
(3)
|
— | 9,655,165 | 7,630,226 | |||||||||||||||||||||||
|
Benefits continuation
(4)
|
15,949 | — | — | |||||||||||||||||||||||
|
Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan
(4)
|
6,750,000 | — | — | |||||||||||||||||||||||
| TOTAL: | 6,765,949 | 16,139,894 | 14,557,581 | |||||||||||||||||||||||
| Matthew R. McGrew | Accelerated or continued vesting of stock options | — | — | 2,824,869 | ||||||||||||||||||||||
| Accelerated or continued vesting of RSUs/PSUs | — | — | 2,331,734 | |||||||||||||||||||||||
|
Benefits continuation
(4)
|
21,479 | — | — | |||||||||||||||||||||||
|
Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan
(4)
|
990,470 | — | — | |||||||||||||||||||||||
|
Value of unvested EDIP balance that would be accelerated
(5)
|
— | — | 592,431 | |||||||||||||||||||||||
| TOTAL: | 1,011,949 | — | 5,749,034 | |||||||||||||||||||||||
| Georgeann Couchara | Accelerated or continued vesting of stock options | — | — | 532,818 | ||||||||||||||||||||||
| Accelerated or continued vesting of RSUs/PSUs | — | — | 1,921,993 | |||||||||||||||||||||||
|
Benefits continuation
(4)
|
20,874 | — | — | |||||||||||||||||||||||
|
Cash payments under Senior Leader Severance Pay Plan
(4)
|
726,000 | — | — | |||||||||||||||||||||||
|
Value of unvested ECP balance that would be accelerated
(5)
|
— | — | 88,922 | |||||||||||||||||||||||
| TOTAL: | 746,874 | — | 2,543,733 | |||||||||||||||||||||||
| Brian W. Ellis | Accelerated or continued vesting of stock options | — | — | 1,144,174 | ||||||||||||||||||||||
| Accelerated or continued vesting of RSUs/PSUs | — | — | 1,459,031 | |||||||||||||||||||||||
|
Benefits continuation
(4)
|
19,999 | — | — | |||||||||||||||||||||||
|
Cash payments under Senior Leader Severance Pay Plan
(4)
|
800,670 | — | — | |||||||||||||||||||||||
|
Value of unvested ECP balance that would be accelerated
(5)
|
— | — | 49,760 | |||||||||||||||||||||||
| TOTAL: | 820,669 | — | 2,652,965 | |||||||||||||||||||||||
| Jose-Carlos Gutierrez-Ramos | Accelerated or continued vesting of stock options | — | — | 538,439 | ||||||||||||||||||||||
| Accelerated or continued vesting of RSUs/PSUs | — | — | 2,675,089 | |||||||||||||||||||||||
|
Benefits continuation
(4)
|
19,163 | — | — | |||||||||||||||||||||||
|
Cash payments under Senior Leader Severance Pay Plan
(4)
|
862,580 | — | — | |||||||||||||||||||||||
|
Value of unvested ECP balance that would be accelerated
(5)
|
— | — | 49,760 | |||||||||||||||||||||||
| TOTAL: | 881,743 | — | 3,263,288 | |||||||||||||||||||||||
The values reflected in the table above and the footnotes below relating to the acceleration of stock options, RSUs and PSUs reflect the intrinsic value (that is, the value based on the price of Danaher’s Common Stock, and in the case of stock options minus the exercise price) of the options, RSUs and PSUs (with respect to PSUs, assuming (a) target-level performance in the case of death before the end of the relevant performance period, (b) actual performance in the case of death at the conclusion of the relevant performance period, and (c) in the case of retirement, assuming target level performance for PSUs granted in 2023 and threshold level performance for PSUs granted in 2024) that would vest or would have vested as a result of the specified event of termination occurring as of December 31, 2024. The level of PSU performance assumed for purposes of this table is consistent with the methodology applied for purposes of the “Outstanding Equity Awards at 2024 Fiscal Year-End” table. With respect to PSUs, the values reflected in the table above and the footnotes below also include the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2024.
Mr. Weidemanis’ employment with Danaher ended in October 2024, and he qualified for “early retirement” treatment under the terms of the Omnibus Plan. As of the date of termination, his unvested stock options, RSUs and PSUs that would vest post-termination was equal to $10,665,616.
(1) For a description of the treatment upon a change-of-control of outstanding equity awards granted under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.”
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|
||||||||||
(2) The table reflects application of the terms of the Omnibus Plan as in effect on December 31, 2024. Please
see “Summary of Employment Agreements and Plans” for a summary of amendments to the Omnibus Plan that took effect February 20, 2025 and provide for enhanced vesting of equity awards in connection with a termination for death or disability.
(3) If Mr. Blair had retired as of December 31, 2024, he would have qualified for “early retirement” treatment under the terms of the Omnibus Plan, which provides for, among other terms, continued vesting of certain of the participant’s stock options, RSUs and PSUs (based on the actual performance level achieved) following early retirement. For a description of these provisions under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.”
(4) Please see “Summary of Employment Agreements and Plans” for a description of the respective benefits and cash payments each officer would be entitled to if Danaher terminates the officer’s employment without cause, as well as a description of the post-employment restrictive covenant obligations of each officer. The amounts set forth in the table assume that the officer would have executed Danaher’s standard release in connection with any termination without cause.
(5) Under the terms of the EDIP and ECP, upon a participant’s death the unvested portion of the Company contributions that have been credited to the participant’s account would immediately vest.
2024 Nonqualified Deferred Compensation
The table below sets forth for each named executive officer information regarding (1) participation in the EDIP and the ECP, as applicable, (2) participation in the DCP (if any) and (3) PSUs that vested in 2024 and remain subject to a mandatory holding period that extends until the end of 2025. There were no withdrawals by or distributions to any of the named executive officers from the EDIP, ECP or DCP in 2024. For a description of the EDIP, ECP and DCP, please see “Summary of Employment Agreements and Plans – Supplemental Retirement Program”; for a description of the PSUs, please see “Compensation Discussion and Analysis – Analysis of 2024 Named Executive Officer Compensation – Long-Term Incentive Awards.”
| Name | Plan Name |
Executive
Contributions
In Last FY($) (1) |
Registrant
Contributions
In Last FY($) (2) |
Aggregate
Earnings
In Last FY($) (3) |
Aggregate
Balance At Last FYE($) (4) |
||||||||||||
| Rainer M. Blair | EDIP | — | 312,000 | (11,797) | 3,289,774 | ||||||||||||
|
Vested PSUs
(5)
|
— | 5,019,050 | (435,720) | 4,583,331 | |||||||||||||
| Matthew R. McGrew | EDIP | — | 130,452 | (4,357) | 1,184,863 | ||||||||||||
|
Vested PSUs
(5)
|
— | 1,506,123 | (130,751) | 1,375,371 | |||||||||||||
| Georgeann Couchara | DCP | 80,182 | — | 59,291 | 438,915 | ||||||||||||
| ECP | — | 92,171 | (3,731) | 245,099 | |||||||||||||
| Brian W. Ellis | EDIP | — | — | 146,230 | 1,791,356 | ||||||||||||
| DCP | — | — | 20,536 | 416,424 | |||||||||||||
| ECP | — | 51,644 | (3,309) | 511,596 | |||||||||||||
|
Vested PSUs
(5)
|
— | 1,004,676 | (87,219) | 917,457 | |||||||||||||
| Jose-Carlos Gutierrez-Ramos | DCP | — | — | 29,937 | 444,041 | ||||||||||||
| ECP | — | 51,644 | (2,394) | 215,093 | |||||||||||||
|
Vested PSUs
(5)
|
— | 803,894 | (69,789) | 734,105 | |||||||||||||
| Joakim Weidemanis | EDIP | — | 181,526 | 146,167 | 5,249,474 | ||||||||||||
| DCP | — | — | 36,560 | 896,722 | |||||||||||||
|
Vested PSUs
(5)
|
— | 2,007,824 | (174,306) | 1,833,518 | |||||||||||||
(1) Consists of contributions to the DCP of the following amounts reported in the 2024 Summary Compensation Table on page
53
:
|
Name
|
2024 Salary (Reported in
Summary Compensation Table for 2024)($) |
Non-Equity Incentive Plan
Compensation Earned With Respect to 2023 but Deferred in 2024 (Reported in Summary Compensation Table for 2023)($) |
||||||
|
Rainer M. Blair
|
— | — | ||||||
|
Matthew R. McGrew
|
— | — | ||||||
| Georgeann Couchara | 36,236 | 43,946 | ||||||
| Brian W. Ellis | — | — | ||||||
|
Jose-Carlos Gutierrez-Ramos
|
— | — | ||||||
|
Joakim Weidemanis
|
— | — | ||||||
(2)
The EDIP or ECP amounts set forth in this column (as applicable) are included as 2024 compensation under the “All Other
Compensation” column in the 2024 Summary Compensation Table on page
53
. The PSU amounts set forth in this column (including related cash
dividend equivalent rights) are included in the “Stock Awards-Value Realized on Vesting” column in the “Option Exercises and Stock
Vested During Fiscal 2024” table.
(3) None of the amounts set forth in this column are included as compensation in the 2024 Summary Compensation Table on page
53
. For a
description of the EDIP/ECP/DCP earnings rates, please see “Summary of Employment Agreements and Plans.” The table below
shows each notional earnings
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|
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option that was available under the EDIP, ECP and/or DCP as of December 31, 2024 and the rate of
return for each such option for the calendar year ended December 31, 2024 (the rate of return is net of investment management fees,
fund expenses and administrative charges, as applicable):
| Investment Option |
Rate of Return
from January 1, 2024 Through December 31, 2024 (%) |
Investment Option |
Rate of Return
from January 1, 2024 Through December 31, 2024 (%) |
|||||||||||
| Active International Equity Fund | 5.29 | % | Bond Fund | 3.06% | ||||||||||
| Active Small Cap Equity Fund | 11.94 | % | Bond Index Fund | 1.41% | ||||||||||
| BlackRock LifePath® Index 2030 Fund | 8.99 | % | Cohen Steers Realty Shares Fund | 6.50% | ||||||||||
| BlackRock LifePath® Index 2035 Fund | 10.79 | % | Diversified Real Return Fund | 4.78% | ||||||||||
| BlackRock LifePath® Index 2040 Fund | 12.48 | % | International Equity Index Fund | 4.92% | ||||||||||
| BlackRock LifePath® Index 2045 Fund | 14.18 | % | Large Cap Equity Index Fund | 25.03% | ||||||||||
| BlackRock LifePath® Index 2050 Fund | 15.45 | % | Managed Income Portfolio II Class 3 | 2.46% | ||||||||||
| BlackRock LifePath® Index 2055 Fund | 16.04 | % | Small/Mid Cap Equity Index Fund | 11.96% | ||||||||||
| BlackRock LifePath® Index 2060 Fund | 16.11 | % | T. Rowe Price Large Cap Core Growth Separate Account | 36.48% | ||||||||||
| BlackRock LifePath® Index 2065 Fund | 16.07 | % | The Danaher Corporation Stock Fund | (0.34)% | ||||||||||
| BlackRock LifePath® Index Retirement Fund | 6.99 | % | The London Company Income Equity Separate Account | 12.15% | ||||||||||
(4) Of these balances, the following amounts were reported in the Summary Compensation Table for previous years: Mr. Blair, $912,000; Mr. McGrew, $356,855; Ms. Couchara, $151,460; Mr. Ellis $51,644; Dr. Gutierrez-Ramos, $222,450; and Mr. Weidemanis $525,225.
(5) Represents PSUs that vested in February 2024 but remain subject to a mandatory holding period that extends until the end of 2025. The dollar value reported under “Registrant Contributions in Last FY” is based on (a) the number of PSU shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day), plus (b) the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of the vesting date. The dollar value reported under “Aggregate Balance at Last FYE” is based on (x) the number of PSU shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on December 31, 2024, plus (y) the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2024. The dollar value reported under “Aggregate Earnings in Last FY” is equal to the difference between the award value as of December 31, 2024 and the award value as of the respective vesting date.
Equity Compensation Plan Information
All data set forth in the table below is as of December 31, 2024.
|
Plan Category
(1)
|
Number of Securities to
be Issued Upon Exercise of Outstanding Options, Warrants and Rights(a) |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights(b) (2) |
Number of Securities Remaining
Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))(c) |
||||||||||||||
|
Equity compensation plans approved by security holders
(3)
|
17,192,570 |
(4)
|
$164.99 | 49,079,918 |
(5)
|
||||||||||||
|
Equity compensation plans not approved by security holders
(6)
|
93,714 | $0.00 | 2,132,281 | ||||||||||||||
| TOTAL | 17,286,284 | $164.99 | 51,212,199 | ||||||||||||||
(1) Table does not include 5,629 shares of Danaher Common Stock issuable pursuant to outstanding restricted stock units granted under the Pall Corporation 2012 Stock Compensation Plan, as amended (the “Pall Plan”), which Danaher assumed in connection with the acquisition of Pall Corporation in 2015. No further awards may be granted under the Pall Plan.
(2) The PSUs and RSUs that have been issued under our equity compensation plans (and under the Pall Plan) do not require a payment by the recipient to us at the time of vesting. The phantom shares of Danaher Common Stock under the Non-Employee Directors’ Deferred Compensation Plan and the ECP (which are sub-plans under the Omnibus Plan) and the DCP at distribution are converted into shares of Danaher Common Stock and distributed to the participant at no additional cost. Under the EDIP, if a participant receives their distribution in shares of Danaher Common Stock, the participant’s balance is converted into shares of Danaher Common Stock and distributed to the participant at no additional cost. As such, the weighted-average exercise price in column (b) does not take these awards into account.
(3) Consists of the Omnibus Plan (including the Non-Employee Directors’ Deferred Compensation Plan and the ECP) and the EDIP. With respect to PSUs that are outstanding under the Omnibus Plan, if the related performance criteria have not been certified as of the date of the table, this row reflects the maximum number of shares issuable pursuant to these awards; and if the performance criteria have been certified as of the date of the table, this row reflects the earned number of shares issuable pursuant to such awards.
(4) Consists of 16,466,029 shares attributable to the Omnibus Plan and 726,541 shares attributable to the EDIP. Under the terms of the EDIP, upon distribution of a participant’s EDIP balance the participant may elect to receive their distribution in cash, shares of Danaher Common Stock or a combination of cash and shares of Danaher Common Stock (except that any portion of a participant’s account that is subject to the Danaher Common Stock earnings rate must be distributed in shares of Danaher Common Stock). For purposes of this table, we have assumed that all EDIP balances as of December 31, 2024 would be distributed in Danaher Common Stock.
(5) Consists of 46,807,618 shares available for future issuance under the Omnibus Plan and 2,272,300 shares available for future issuance under the EDIP. See “Summary of Employment Agreements and Plans” for a description of the types of awards issuable under the Omnibus Plan.
(6) Consists of the DCP; for a summary of the DCP, please see “Summary of Employment Agreements and Plans – Supplemental Retirement Program.” Under the terms of the DCP, any portion of a participant’s account that is subject to the Danaher Common Stock earnings rate must be distributed in shares of Danaher Common Stock (all other balances are distributed in cash).
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Pay Versus Performance
The disclosure in this section shall not be deemed to be incorporated by reference into any prior or subsequent filing by Danaher under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent Danaher specifically incorporates it by reference therein.
Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act.
As required by Item 402(v), we have included:
•
A list of the most important measures that our Compensation Committee used in 2024 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid”, or “CAP”) to Company performance;
•
A table that compares the total compensation of our named executive officers’ (also known as NEOs) as presented in the 2024
Summary Compensation Table on page
53
(“SCT”) to CAP and that compares CAP to specified performance measures; and
•
Graphs that describe:
◦
the relationship between CAP, our TSR and the TSR of the SP 500 Health Care Index (“Peer Group TSR”);
◦
the relationship between CAP and our GAAP Net Income; and
◦
the relationship between CAP and our Company selected measure, non-GAAP adjusted diluted net earnings per common share from continuing operations (“Adjusted EPS”).
Salary, Bonus, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT. There are two primary differences between the calculation of CAP and SCT total compensation:
| SCT Total | CAP | ||||||||||
| Pension | Year over year change in the actuarial present value of pension benefits | Current year service cost and any prior year service cost (if a plan amendment occurred during the year) | |||||||||
| Stock and Option Awards | Grant date fair value of stock and option awards granted during the year |
Year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year
(1)
|
|||||||||
(1) Includes any dividends paid on equity awards in the fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award.
Our Most Important Metrics Used for Linking Pay and Performance.
As required by Item 402(v), below are the most important metrics our Committee used to link executive pay to performance for 2024. Our stock price performance, as reflected by our absolute TSR, directly impacts the value of the equity compensation awards we grant to executive officers. Each of the other metrics below are used for purposes of determining payouts under either our executive annual cash incentive compensation program or our executive PSU program.
•
Absolute TSR
•
Relative TSR compared to SP 500 TSR
•
Adjusted EPS (non-GAAP)
•
Adjusted Free Cash Flow to Adjusted Net Income Ratio (non-GAAP)
•
Core Revenue Growth (non-GAAP)
Adjusted EPS is the most heavily weighted metric used to determine Company performance under our executive annual cash incentive compensation program. The Committee weights Adjusted EPS most heavily in the Company performance formula because it believes Adjusted EPS correlates strongly with shareholder returns, particularly since Adjusted EPS is calculated in a manner that focuses on gains and charges the Committee believes are most directly related to Company operating performance during the period. Accordingly, Adjusted EPS is the Company-selected measure included in the table and graphs that follow.
Pay Versus Performance Table
.
In accordance with Item 402(v), we provide below the tabular disclosure for the Company’s President and Chief Executive Officer (“CEO”) (our Principal Executive Officer) and the average of our NEOs other than the CEO for 2024, 2023, 2022, 2021 and 2020.
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|
||||||||||
| Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||||||||
|
Fiscal Year
(1)
|
Summary Compensation Table Total for First PEO |
Compensation Actually Paid to First PEO
(2)
|
Summary Compensation Table Total for Second PEO |
Compensation Actually Paid to Second PEO
(2)
|
Average Summary Compensation Table Total for Non-PEO NEOs |
Average Compensation Actually Paid to Non-PEO NEOs
(2)
|
Total Share-holder Return
(3)
|
Peer Group Total Share-holder Return
(3)
|
Net Income
(4)
|
Adjusted EPS
(5)
|
||||||||||||||||||||||
| (a) | (b1) | (c1) | (b2) | (c2) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||
| 2024 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||||||||
| 2023 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||||||||
| 2022 |
$
|
$
|
$
|
$
|
$
|
($
|
$
|
$
|
$
|
$
|
||||||||||||||||||||||
| 2021 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||||||||
| 2020 |
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||||||||
(1) For 2020, 2021, 2022, 2023 and 2024, the First PEO is
Rainer Blair
. In 2020, the Second PEO is
Thomas Joyce
. The other NEOs in 2020 were Messrs. Weidemanis, McGrew, Ellis and William Daniel II, and Ms. Angela Lalor; in 2021, the other NEOs were Messrs. Weidemanis and McGrew and Mss. Lalor and Jennifer Honeycutt; in 2022, the other NEOs were Messrs. Weidemanis and McGrew, Dr. Gutierrez-Ramos and Ms. Honeycutt; in 2023 the other NEOs were Messrs. Weidemanis and McGrew, Dr. Gutierrez-Ramos and Ms. Couchara; in 2024 the other NEOs were Messrs. McGrew, Weidemanis and Ellis, Dr. Gutierrez-Ramos and Ms. Couchara.
(2)
To calculate 2024 CAP (columns (c1), (c2) and (e)), the following amounts were deducted from and added to the applicable SCT total compensation:
| PEO 1 | ||||||||
|
Fiscal Year
|
2024 | |||||||
|
SCT Total
|
$
|
|||||||
| — | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
($
|
||||||
| + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
$
|
||||||
| + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year |
($
|
||||||
| + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
$
|
||||||
| + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
$
|
||||||
| — |
Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
|
$
|
||||||
|
Compensation Actually Paid
|
$
|
|||||||
| Non-PEO NEOs | ||||||||
|
Fiscal Year
|
2024 | |||||||
|
SCT Total
|
$
|
|||||||
| — | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
($
|
||||||
| + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
$
|
||||||
| + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year |
($
|
||||||
| + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
$
|
||||||
| + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
$
|
||||||
| — |
Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
|
$
|
||||||
|
Compensation Actually Paid
|
$
|
|||||||
The fair value of performance stock units (PSUs) used in the calculation of CAP (columns (c1), (c2) and (e)) was determined using a Monte Carlo simulation valuation model, in accordance with ASC 718. The fair value of option awards used in the calculation of CAP was determined using the Black-Scholes option pricing model, in accordance with ASC 718. In both cases, the assumptions used in these calculations are not materially different than those used for purposes of the 2024
Summary Compensation Table on page
53
.
(3)
Reflects TSR indexed to $100 for each of the Company and the SP 500 Health Care Index, which is an industry line peer group reported in the performance graph included in the Company’s 2024 Annual Report to Shareholders.
(4)
Values shown are in millions.
(5)
Please see page
42
for a definition of
Adjusted EPS
. Values shown reflect Adjusted EPS as calculated for purposes of our executive compensation program for the applicable reporting year.
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|
||||||||||
Relationship between CAP and TSR
.
The chart below reflects the relationship between the PEO1, PEO2 and Average NEO CAP versus our TSR and the Peer Group TSR.
Relationship between CAP and GAAP Net Income
.
The chart below reflects the relationship between the PEO and Average NEO CAP and our GAAP Net Income.
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|
||||||||||
Relationship between CAP and Adjusted EPS (our Company-Selected Measure).
The chart below reflects the relationship between the PEO CAP and Average NEO CAP and our Adjusted EPS.
Pay Ratio Disclosure
Provided below is information about the relationship of the annual total compensation of Rainer M. Blair, our President and Chief Executive Officer, and the annual total compensation of the median of our employees other than Mr. Blair.
The pay ratio set forth below is a reasonable estimate calculated in a manner consistent with applicable SEC rules. In light of the numerous different methodologies, assumptions, adjustments and estimates that companies may apply as permitted under the SEC rules, this information should not be used as a basis for comparison between different companies.
For 2024, our last completed fiscal year:
•
the annual total compensation of Mr. Blair, as reported in the 2024
Summary Compensation Table on page
53
, was
$22,107,164;
•
the annual total compensation of the median of all Danaher employees (other than Mr. Blair) was $68,828; and
•
the ratio of the annual total compensation of Mr. Blair to the annual total compensation of the median of all other Company employees was 321 to 1.
For purposes of the 2024 CEO pay ratio set forth above, we used the same median employee identified with respect to our 2023 CEO pay ratio, as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure.
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|
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Summary of Employment Agreements and Plans
Following is a description of (1) named executive officer employment-related agreements, and (2) the cash incentive compensation, equity compensation, non-qualified deferred compensation and severance pay plans in which Danaher’s named executive officers participate. Each of these plans allows the plan administrator to exercise certain discretion in the administration of the plan, and as a result the plan administrator may administer the plan in a different manner from period to period, or in a different manner with respect to different plan participants, in each case to the extent permitted under the applicable plan.
Employment Agreements
Named Executive Officer Proprietary Interest Agreements
In connection with Mr. Blair’s promotion to the role of President and CEO in 2020, Danaher and Mr. Blair entered into an Amended and Restated Agreement Regarding Competition and Protection of Proprietary Interests (the “Blair Agreement”). Under the Blair Agreement, during and for two years after Mr. Blair’s employment with us, subject to certain customary exceptions, he is prohibited from disclosing or improperly using any of our confidential information; making any disparaging comments about us; competing with us; selling to or soliciting purchases from our customers and prospective customers with respect to products and services about which he has particular knowledge; or hiring or soliciting any of our current or recent employees, and during and for one year after his employment with us he is prohibited from working for any Danaher customers or vendors in any role in which he would use or disclose or threaten to use or disclose any of our confidential information. In addition, with limited exceptions all intellectual property that Mr. Blair develops in connection with his employment with us belongs to us. The Blair Agreement further provides that if we terminate Mr. Blair’s employment without “cause” or if he terminates his employment for “good reason” (each as defined in the Blair Agreement), he will be entitled to (1) a cash amount equal to twelve months of base salary at the rate in effect on the date of termination (the “Termination Date,” and the year in which the Termination Date occurs is referred to as the “Termination Year”), (2) the annual cash incentive compensation award for service in the calendar year prior to the Termination Year, if it has not been paid prior to the Termination Date (the “Accrued Obligation”), (3) a cash amount equal to his target annual cash incentive compensation award for the Termination Year, and (4) a cash amount equal to the product of (x) his target annual cash incentive compensation award for the Termination Year, times (y) a fraction, the numerator of which is the number of calendar days from the beginning of the Termination Year through the Termination Date, and the denominator of which is 365; provided in each case he signs and does not revoke a release of all claims. Any cash severance payments paid under any other Danaher plan or agreement will diminish the severance payments under the Blair Agreement on a dollar-for-dollar basis (except for the Accrued Obligation).
We have also entered into an agreement with each of the other NEOs under which each such officer is subject to certain covenants designed to protect Danaher’s proprietary interests (each, a “Proprietary Interest Agreement”). Except for differences in the duration of certain restrictive covenants, the terms of such agreements are substantially the same. During and for specified periods after the officer’s employment with us, subject to certain customary exceptions, the officer is prohibited from disclosing or improperly using any of our confidential information; making any disparaging comments about us; competing with us; selling to or soliciting purchases from our customers and prospective customers with respect to products and services about which the officer has particular knowledge; or hiring or soliciting any of our current or recent employees. Each officer also agrees that with limited exceptions all intellectual property that the officer develops in connection with the officer’s employment with us belongs to us. Certain of the agreements also restrict interfering with our vendor relationships, and certain of the agreements prohibit the officer for a specified period of time from working for any Danaher customers or vendors in any role in which the officer would use or disclose or threaten to use or disclose any of our confidential information.
Directors’ and Officers’ Indemnification and Insurance
Danaher’s Certificate of Incorporation requires it to indemnify to the full extent authorized or permitted by law any person made, or threatened to be made a party to any action or proceeding by reason of their service as a director or officer of Danaher, or by reason of serving at Danaher’s request as a director or officer of any other entity, subject to certain exceptions. Danaher’s Bylaws provide for similar indemnification rights. In addition, each of Danaher Corporation’s directors and executive officers has executed an indemnification agreement with Danaher that provides for substantially similar indemnification rights and under which Danaher has agreed to pay expenses in advance of the final disposition of any such indemnifiable proceeding. Danaher also has in effect directors and officers liability insurance covering all of Danaher’s directors and officers.
2007 Omnibus Incentive Plan
The Compensation Committee of the Board of Directors of Danaher (the “Administrator”) administers the Omnibus Plan. The following awards may be granted under the Omnibus Plan: stock options, SARs, restricted stock, RSUs and other stock-based awards (including PSUs), as such terms are defined in the Omnibus Plan, as well as cash-based awards (collectively, all such awards are referred to as “awards”).
Award Limits
135,443,592 shares of Common Stock have been authorized for issuance under the Omnibus Plan (the “Maximum Share Limit”). Under the terms of the plan, (1) each share of Common Stock subject to a full value award and granted before February 28, 2017 counts against the Maximum Share Limit as one share of Common Stock, (2) each share of Common Stock subject to a full value award and granted after February 28, 2017 counts against the Maximum Share Limit as 3.56 shares of Common Stock, and (3) if after February 28, 2017 any full
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|
||||||||||
value award expires, is canceled, forfeited, cash-settled, exchanged or assumed by a third party or terminates for any other reason, in each case without a distribution of shares of Common Stock to the participant, each share of Common Stock available under that award is added back to the pool of shares available for grant as 3.56 shares of Common Stock. The plan caps the number of shares of Common Stock that may be awarded to any individual in any calendar year under options or SARs at 1,000,000 and under any other stock-based award at 500,000, provided that this cap is doubled in the initial year of hire. Cash-based awards under the plan are subject to an annual limit of $10 million (which amount is doubled in the initial year of hire) per employee participant. The plan also caps the annual cash and equity compensation (based on grant date fair value) that may be awarded to any individual, non-management director at $800,000 ($1,300,000 for any non-management Board chair or vice chair (or similar role)).
Prohibition on Share Recycling
The following shares of Common Stock do not again become available for awards or increase the number of shares available for grant under the plan: shares of Common Stock (1) tendered by the participant or withheld by the Company in payment of the purchase price of an option or SAR, (2) tendered by the participant or withheld by the Company to satisfy any tax withholding obligation under the plan, (3) repurchased by the Company with proceeds received from the exercise of an option, or (4) subject to a SAR that are not issued in connection with the stock settlement of that SAR upon its exercise.
Minimum Vesting Requirement
All equity awards granted following the date of the Company’s 2017 annual meeting are subject to a minimum one-year vesting or performance requirement, except that (1) up to five percent (5%) of the Maximum Share Limit may be issued without regard to this minimum vesting period, (2) this minimum vesting period does not apply in the event of death, disability, retirement or other terminations of employment or service, and (3) the Administrator may waive the minimum vesting requirement in the event of a substantial corporate change.
Retirement and Other Terminations of Employment
Subject to certain terms and conditions set forth in the Omnibus Plan or the applicable award agreement (including the overall term of the award), in general:
•
upon retiring after reaching age 65, (1) a participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date (or the tenth anniversary with respect to grants made on or after January 1, 2022), (2) any RSUs that are unvested as of the retirement date (and, for grants on or after January 1, 2022, held for at least six months prior to retirement) continue to vest according to their terms, and (3) for PSUs held for at least six months prior to retirement, the participant receives the shares actually earned based on the Company’s performance over the performance period; and
•
upon retiring after reaching age 55 and completing ten years of service with Danaher:
◦
with respect to grants prior to January 1, 2022, (1) a pro rata portion of the participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date, (2) a pro rata portion of any RSUs that are unvested as of the retirement date continue to vest according to their terms, and (3) with respect to PSUs as to which the performance period is not yet satisfied, the participant receives a prorated portion of the shares actually earned based on the Company’s performance over the performance period.
◦
with respect to grants on or after January 1, 2022 and held for at least six months prior to retirement, (1) the participant’s unvested options continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date, (2) any RSUs that are unvested as of the retirement date continue to vest according to their terms, and (3) with respect to PSUs as to which the performance period is not yet satisfied, the participant receives the shares actually earned based on the Company’s performance over the performance period.
Upon terminations of employment other than retirement (as defined under the Omnibus Plan), unless the Administrator determines otherwise any options or SARs that are vested as of a participant’s termination of employment (including any options or SARs the vesting of which accelerates as a result of the participant’s death or disability) will remain exercisable until the earlier of the expiration of the award’s term or (1) 12 months after termination, if the termination results from the participant’s death or disability, (2) in the Administrator’s discretion, at the time of termination if the participant’s employment is terminated for gross misconduct, or (3) 90 days following the termination date, in all other non-retirement situations. If an award survives for any period of time following termination of employment, it will nonetheless terminate as of the date that the participant violates any post-employment covenant between Danaher and the participant. In addition, effective as of February 20, 2025, upon termination of a participant’s employment or service due to death or disability, generally (1) all of the participant’s unvested stock options and RSUs become fully vested, and (2) with respect to PSUs as to which the death or termination for disability occurs prior to conclusion of the performance period, the participant (or participant’s estate as applicable) receives the target number of shares (and related dividend equivalent rights) underlying the PSUs.
Substantial Corporate Change
Upon a Substantial Corporate Change (which is defined in the Omnibus Plan and includes a change-of-control of Danaher as defined therein), the Administrator has sole discretion with respect to the treatment of outstanding awards. The Administrator may provide for the assumption and continuation of, or substitution for, outstanding awards by a successor entity or may provide that the forfeitable portions of outstanding awards terminate. In the latter case, the Administrator may provide that participants may exercise any unexercised awards prior to termination, may provide for payments to participants in relation to the terminating awards, or may provide for neither of the above. The Company expects that, if a Substantial Change were to occur, it would disclose the rationale for the Administrator's decision regarding the treatment of equity awards.
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Clawback Terms
All awards granted under the Omnibus Plan are subject to the Company’s clawback policies in the form or forms approved by the Administrator from time to time, if and to the extent such policies apply according to their terms, as well as any clawback terms required by applicable law.
Term of Plan
Unless the Board extends the plan’s term, the Administrator may not grant awards under the plan after May 9, 2027.
Supplemental Retirement Program
Company Contributions
Danaher uses the Executive Deferred Incentive Program, or EDIP, and the Excess Contribution Program, or ECP (which is a sub-plan under the Omnibus Plan) to provide supplemental retirement benefits on a pre-tax basis in excess of qualified plan limitations to select management associates of Danaher and its subsidiaries (including each of the named executive officers, as applicable). Prior to January 1, 2019, the EDIP was the sole plan used by the Company to provide supplemental retirement benefits (and also served as a voluntary deferred compensation program). The ECP became effective as of January 1, 2019 and prior to such date, EDIP participants made a one-time election to either continue participating in the EDIP or participate in the ECP. All participants who join Danaher’s supplemental retirement program at or after January 1, 2019 receive Company contributions under the ECP. All amounts that Danaher contributes to a participant’s account in the EDIP and ECP are deemed invested on a notional basis in Danaher Common Stock. If termination of an employee’s participation in the EDIP or ECP resulted from the employee’s gross misconduct, the Administrator may reduce the employee’s vested interest with respect to all Danaher contributions to as low as zero percent.
EDIP
Under the EDIP, on or about February 1 of each plan year, Danaher credits to the account of each EDIP participant an amount equal to the product of (1) the sum of the participant’s base salary and target bonus as of the end of the prior year; and (2) a percentage determined by the Administrator that is based on the participant’s years of participation in the EDIP, namely 6% for employees who have participated in the EDIP for less than 10 years, 8% after 10 years of EDIP participation and 10% after 15 years of EDIP participation.
A participant vests in the amounts that Danaher credits to their EDIP account as follows:
•
If the participant has both reached age 55 and completed at least five years of service with Danaher or its subsidiaries, the participant immediately vests 100% in each Danaher contribution.
•
If the participant does not satisfy the conditions described under the preceding bullet, the participant’s vesting percentage is 10% for each full calendar year of participation in the EDIP (after the participant has first completed five years of participation in the EDIP).
•
If a participant dies while employed by Danaher, their vesting percentage equals 100%.
ECP
Under the ECP, on or about February 1 after the applicable year of participation, Danaher credits to the account of each participant an excess matching contribution and excess non-elective contribution based on the formulas in the Company’s 401(k) plan for matching and non-elective contributions. As a result, each participant can receive the following contributions in the ECP:
•
a matching contribution to the ECP equal to the sum of (a) 100% of the amount deferred into the Danaher Deferred Compensation Plan, or DCP for the year of participation, up to 3% of the greater of (1) the participant’s compensation that is deferred into the DCP or (2) the participant’s compensation above the IRS compensation limit for qualified retirement plans (“match compensation”), plus (b) 50% of the amount deferred into the DCP for the year of participation in excess of 3%, but not in excess of 5%, of the participant’s match compensation; and
•
a non-elective contribution equal to 4% of the participant’s rate of base salary and target bonus amount as of December 31 prior to the year of participation in excess of the IRS compensation limit for qualified retirement plans.
A participant vests in the matching contribution in the ECP made each year on the first anniversary after it is credited to the participant’s account. A participant vests in the non-elective contribution in the ECP made each year on the later of the first anniversary after it is credited to the participant’s account, or the date the participant has completed three years of service with Danaher. If a participant dies while employed by Danaher, their vesting percentage equals 100%.
Voluntary Deferrals
Each DCP participant is permitted to voluntarily defer into the program, on a pre-tax basis, up to 85% of their salary and/ or up to 85% of their non-equity incentive compensation with respect to a given plan year. Notional earnings on amounts deferred under the program are credited to participant accounts based on the market rate of return of the applicable benchmark investment alternatives offered under the program, which are generally the same as the investment alternatives offered under our 401(k) Plan (except for any investment options that may only be offered under the tax qualified 401(k) Plan). Each participant allocates the amounts the participant voluntarily defers among the available investment alternatives. Participants may change their allocations at any time, provided that any portion of a participant’s account that is subject to the Danaher Common Stock investment alternative must remain allocated to that investment alternative until the account is distributed to the participant. Participants are at all times fully vested in amounts they voluntarily defer into their DCP accounts.
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Distributions
In general, a participant may not receive a distribution of their vested EDIP or ECP account balance (including any amounts voluntarily deferred) until after their employment with Danaher terminates. A participant generally may elect to receive a distribution of their DCP account balance following their termination of employment or on a specified future date prior to their termination of employment. The following chart generally describes the timing and manner of distribution of EDIP, ECP and DCP account balances:
| Name of Plan |
Timing of Beginning
of Distribution |
Period of Distribution | Form of Distribution | |||||||||||
| EDIP |
Not 100% vested in
Danaher contributions
|
6 months following termination | Lump sum |
Participant may elect to receive
distribution in cash, shares of Danaher Common Stock or a
combination thereof (but all
balances subject to the Danaher
Common Stock investment
alternative must be distributed in
shares of Danaher Common Stock)
|
||||||||||
|
100% vested in Danaher
contributions
|
Subject to certain exceptions, a distribution is payable no earlier than 6 months following termination of employment, and a participant may elect to begin receiving distributions 6 months, 1 year or 2 years following termination.
|
Participant may elect lump sum,
or if at least age 55, annual
installments over two, five or ten
years
|
||||||||||||
| ECP |
Participant will begin receiving
distributions immediately following termination. A six-month
delay may apply if the participant
is a “key employee” under
applicable tax rules
|
Lump sum | Shares of Danaher Common Stock (for balances subject to the Danaher Common Stock investment alternative) or cash (for balances not subject to the Danaher Common Stock investment alternative) | |||||||||||
| DCP |
Participant may elect to begin
receiving distributions on
the earlier of a fixed date or
termination of employment.
Distributions on a fixed date must
be at least 3 years after the date
of election. Distribution elections
upon a termination of employment
are the same as under the EDIP
|
Participant may elect lump sum or
annual installments over a period
of up to 10 years
|
All balances subject to the
Danaher Common Stock
investment alternative must be
distributed in shares of Danaher
Common Stock, and all other
balances must be paid in cash
|
|||||||||||
Certain events, such as the participant’s death or an unforeseeable emergency, may impact the timing of a distribution under the EDIP, the ECP or the DCP.
General
Under the EDIP, the ECP and the DCP, Danaher contributions and amounts voluntarily deferred are unfunded and unsecured obligations of Danaher, receive no preferential standing and are subject to the same risks as any of Danaher’s other general obligations.
Senior Leader Severance Pay Plan
Each of Danaher’s executive officers (in addition to certain other categories of employees as specified in the plan) is entitled to certain benefits under Danaher’s Senior Leader Severance Pay Plan. If a covered employee is terminated without “cause” (as defined below) and except in certain circumstances as specified in the plan, subject to execution of Danaher’s standard form of release the employee is entitled to severance equal to a minimum of three months of annual base salary plus an additional month for each year of service (provided that the three months plus all additional months cannot exceed twelve months in aggregate) paid out over the applicable severance period according to the normal payroll cycle, as well as the opportunity to continue coverage under specified welfare benefit plans of the Company for the duration of the severance period at the same cost as an active employee in a position similar to that held by the employee at termination. There is no change-in control provision in the Senior Leader Severance Pay Plan. To the extent a covered employee is entitled to severance or other post-termination compensation pursuant to the terms of an individual agreement, payments and benefits will only be provided under the plan to the extent they are not duplicative of the payments and benefits provided under the individual agreement.
Under the plan, “cause” is defined as (1) the employee’s dishonesty, fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to, or any other action in willful disregard of the interests of, Danaher or its affiliates; (2) the employee’s conviction of, or pleading guilty or no contest to (i) a felony, (ii) any misdemeanor (other than a traffic violation), or (iii) any other crime or activity that would impair the employee’s ability to perform duties or impair the business reputation of Danaher or its affiliates; (3) the employee’s willful failure or refusal to satisfactorily perform any duties assigned to the employee; (4) the employee’s failure or refusal to comply with Company standards, policies or procedures, including without limitation the Code of Conduct as amended from time to time; (5) the employee’s violation of any restrictive covenant agreement with Danaher or its affiliates; (6) the employee’s engaging in any activity that is in conflict with the business purposes of Danaher or its affiliates (as determined in the sole discretion of Danaher and its affiliates); or (7) a material misrepresentation or a breach of any of the employee’s representations, obligations or agreements under the plan.
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PROPOSAL 3
Advisory Vote on Named Executive Officer Compensation
Advisory Vote on Named Executive Officer Compensation
In accordance with Section 14A of the Exchange Act, we are asking our shareholders to vote at the 2025 Annual Meeting to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. Our shareholder advisory vote on executive compensation occurs on an annual basis.
As discussed in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Danaher’s size, diversity and global footprint; motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and link compensation to the achievement of goals and objectives that we believe best correlate with the creation of long-term shareholder value.
We believe our executive compensation program has been effective in achieving these objectives.
Following the separation of three of our lines of business over the past decade, 2024 marked Danaher’s first full year as a more strategically focused life sciences and diagnostics company. During the year we continued to invest in Danaher’s future growth, investing approximately $1.6 billion in research and development and approximately $1.4 billion in capital expenditures to support future core growth; and investing over $0.5 billion in acquisitions that strengthen our capabilities in key strategic vectors. In addition to these significant investments in our growth, we returned more than $6.7 billion to our shareholders through stock buybacks and dividends and generated $23.9 billion in sales, $4.9 billion in operating profit and $6.7 billion in operating cash flow.
Our executive compensation program operates within a strong framework of compensation governance. Our Compensation Committee regularly reviews external executive compensation practices and trends and incorporated best practices into our 2024 executive compensation program. For highlights of key best practices we follow in our executive compensation program, please see "Proxy Summary — Executive Compensation Highlights — Compensation Governance."
We are asking our shareholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. Accordingly, we are asking our shareholders to vote on an advisory basis “FOR” the following non-binding resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”
Although this advisory vote is non-binding, our Board and Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our named executive officer compensation programs.
| ü |
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE
FOR
THE RESOLUTION SET FORTH IN PROPOSAL 3.
|
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General Information About the Annual Meeting
Purpose of the Meeting
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Danaher Corporation, a Delaware corporation, of proxies for use at the 2025 Annual Meeting of Shareholders and at any and all postponements or adjournments thereof.
Who Can Vote
You are entitled to vote at the Annual Meeting if you owned any shares of Danaher Common Stock at the close of business on March 7, 2025, which is referred to as the “record date.” A list of registered shareholders entitled to vote at the meeting will be available at Danaher’s offices, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701 during the ten days prior to the meeting.
Proxy Materials are Available on the Internet
We are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. On or about March 26, 2025, we mailed a Notice of Internet Availability to certain of our shareholders. The Notice contains instructions about how to access our proxy materials and vote online. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.
Quorum for the Meeting
Under the Company’s Bylaws, we can conduct business at the Annual Meeting only if the holders of a majority of the issued and outstanding shares of Danaher Common Stock entitled to vote at the Annual Meeting as of the record date are present either in person or by proxy. The presence of at least that number of shares constitutes a “quorum.” Abstentions and broker non-votes will be counted as present in determining whether the quorum requirement is satisfied. As of the record date, 715,450,283 shares of Danaher Common Stock were outstanding, excluding shares held by or for the account of Danaher.
Instructions for the Virtual Annual Meeting
The 2025 Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will be conducted via live webcast.
You are entitled to participate in the virtual meeting if you were a shareholder of record as of the close of business on March 7, 2025 or if you hold a valid proxy for the Annual Meeting.
To attend the virtual meeting, visit www.virtualshareholdermeeting.com/DHR2025 and enter the 16-digit control number included on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form. The meeting will start at 3:00 p.m., Eastern Time, on May 6, 2025. We encourage you to access the meeting prior to the start time to familiarize yourself with the virtual platform and ensure you can hear the streaming audio. Online access will be available starting at 2:45 p.m., Eastern Time, on May 6, 2025.
While we strongly encourage you to vote your shares prior to the meeting, shareholders may also vote during the meeting. Once logged in, you will be able to vote your shares by clicking the “Vote Here!” button.
Shareholders may submit written questions once logged into the virtual platform. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/DHR2025, typing your question into the “Ask a Question” field, and clicking “Submit.” Questions submitted pertinent to the business of the Annual Meeting will be answered following conclusion of the business items on the agenda for the Annual Meeting, subject to time constraints and the Meeting Rules and Procedures that will be posted to the virtual meeting platform on the day of the meeting.
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, you should call the technical support number that will be posted on the virtual shareholder meeting login page.
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How to Vote
Shares Owned Directly
If you own shares directly in your name…
If your shares are registered directly in your name with our transfer agent, you are considered the
registered
holder of those shares. As the
registered
shareholder, you may vote in several different ways:
•
Vote on the Internet
.
You can vote online at: www.proxyvote.com.
•
Vote by Telephone
.
In the United States or Canada, you can vote by telephone by calling the number included in the printed proxy materials, if you received printed proxy materials. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.
Internet and telephone voting facilities will be available 24 hours a day until 11:59 p.m. Eastern Time on May 5, 2025 (except for participants in the Savings Plan, who must submit voting instructions earlier, as described below). To authenticate your Internet or telephone vote, you will need to enter your confidential voter control number as shown on the voting materials you received. If you vote online or by telephone, you do not need to return a proxy card.
•
Vote by Mail
.
You can mail the proxy card enclosed with your printed proxy materials, if you received printed proxy materials. Mark, sign and date your proxy card and return it in the postage-paid envelope provided, or in an envelope addressed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Please allow sufficient time for delivery of your proxy card if you decide to vote by mail.
Shares Held in Danaher Savings Plan
If you hold shares in the Danaher Savings Plan…
You can direct Fidelity Management Trust Company (“Fidelity”), the trustee of the Savings Plan, to vote your proportionate interest in the shares of Common Stock held under the Savings Plan by returning a voting instruction form or by providing voting instructions via the Internet or by telephone. Fidelity will vote your Savings Plan shares as of the record date in the manner directed by you. Because Fidelity is designated to vote on your behalf, you will not be able to vote your shares held in the Savings Plan at the meeting. If Fidelity does not receive voting instructions from you by 11:59 p.m. Eastern time on May 1, 2025, Fidelity will not vote your Savings Plan shares on any of the proposals brought at the Annual Meeting.
Shares Owned in Street Name
If you own your shares through an account with a bank, broker, trustee or other intermediary, sometimes referred to as owning in “street name”…
Your intermediary will provide instructions on how to access proxy materials electronically, or send you printed copies of the proxy materials if you so elect. You are entitled to direct the intermediary how to vote your shares by following the voting instructions it provides to you.
Voting at the Meeting
If you attend the Annual Meeting as a shareholder of record or as the holder of a valid proxy for the Annual Meeting, you may cast your vote at the meeting by following the instructions described above under “— Instructions for the Virtual Annual Meeting.”
Revoking a Proxy or Voting Instructions
If you hold shares of Common Stock registered in your name, you may revoke your proxy:
•
by filing a written notice of revocation with the Secretary of Danaher;
•
if you submitted your proxy by telephone or via the Internet, by accessing those voting methods and following the instructions given for revoking a proxy;
•
if you submitted a signed proxy card, by submitting a new proxy card with a later date (which will override your earlier proxy card); or
•
by voting at the Annual Meeting.
If you hold your shares in “street name,” you must follow the directions provided by your bank, broker, trustee or other intermediary for revoking or modifying your voting instructions.
Voting Procedures
Each outstanding share of Danaher Common Stock entitles the holder to one vote on each directorship and other matter brought before the Annual Meeting. Your shares will be voted in accordance with your instructions. The Board has selected Steven M. Rales, Mitchell P. Rales, Brian W. Ellis and James F. O’Reilly, or any of them, to act as proxies with full power of substitution. All votes will be counted by the inspector of election appointed for the meeting.
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In addition, if you have returned a signed proxy card or submitted voting instructions by telephone or online, the proxy holders will have, and intend to exercise, discretion to vote your shares (other than shares held in the Savings Plan) in accordance with their best judgment on any matters not identified in this Proxy Statement that are properly brought to a vote at the Annual Meeting. As of the date of this Proxy Statement, we do not know of any such additional matters.
If your shares are registered in your name and you sign and return a proxy card or vote by telephone or online but do not give voting instructions on a particular matter, the proxy holders will be authorized to vote your shares on that matter in accordance with the Board’s recommendation. If you hold your shares through an account with a bank, broker, trustee or other intermediary and do not give voting instructions on a matter, we expect that under the rules of the NYSE the bank, broker, trustee or other intermediary will be permitted to vote in its discretion only on Proposal 2 and will not be permitted to vote on any of the other Proposals, resulting in a so-called “broker non-vote.” The impact of abstentions and broker non-votes on the overall vote is shown in the following table. Broker non-votes will not affect the attainment of a quorum since the bank, broker, trustee or other intermediary has discretion to vote on Proposal 2 and these votes will be counted toward establishing a quorum.
Votes Required and Effect of Abstentions and Broker Non-Votes
| Matter | Required Vote | Impact of Abstentions | Impact of Broker Non-Votes | |||||||||||||||||
|
PROPOSAL 1 –
Election of directors (page
12
)
|
Votes cast FOR a nominee must exceed number of votes cast AGAINST that nominee. | Not counted as votes cast; no impact on outcome. | Not counted as votes cast; no impact on outcome. | |||||||||||||||||
|
PROPOSAL 2 –
Ratification of the appointment of the independent registered public accounting firm (page
36
)
|
Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal. | Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST. | Not applicable. | |||||||||||||||||
|
PROPOSAL 3 –
Advisory vote to approve named executive officer compensation (page
71
)
|
Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal. | Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST. | Not counted as shares of Danaher Common stock represented in person or by proxy and entitled to vote on the proposal; no impact on outcome. | |||||||||||||||||
Information About Proxy Solicitation
The proxies being solicited hereby are being solicited by Danaher’s Board. Employees of Danaher may solicit proxies on behalf of the Board of Directors by mail, email, in person and by telephone. These employees will not receive any additional compensation for these activities. Danaher will bear the cost of soliciting proxies and will reimburse banks, brokers, trustees and other intermediaries for their reasonable out-of-pocket expenses for forwarding proxy materials to shareholders. We have retained Broadridge Financial Services, Inc. to aid in distributing proxy materials and the solicitation of proxies. For these services, we expect to pay Broadridge a fee of less than $15,000 and reimburse it for certain out-of-pocket disbursements and expenses.
Eliminating Duplicate Mailings
Danaher has adopted the “householding” procedure approved by the SEC, which allows us to deliver one set of documents to a household of shareholders instead of delivering a set to each shareholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendly and cost-effective because it reduces the number of copies to be printed and mailed. Shareholders who receive proxy materials in paper form will continue to receive separate proxy cards/voting instruction forms to vote their shares. Shareholders who receive the Notice of Internet Availability will receive instructions on submitting their proxy cards/voting instruction form via the Internet.
If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact our transfer agent at 800-568-3476. We will promptly deliver the proxy materials to you upon receipt of your request. If you own your shares in “street name,” please contact your broker, bank, trustee or other intermediary to make your request.
If you receive more than one proxy card/voting instruction form, your shares probably are registered in more than one account or you may hold shares both as a registered shareholder and through the Savings Plan. You should vote each proxy card/voting instruction form you receive.
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Other Information
Information Relating to Forward-Looking Statements
Certain statements included in this Proxy Statement are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding strategic plans and plans for growth, innovation and future operations; financial or operating targets or projections; future capital allocation, acquisitions and the integration thereof; plans and strategies relating to corporate governance, succession planning, executive compensation, director compensation and sustainability; goals and targets relating to human capital or other sustainability topics; the goals, objectives and anticipated benefits of our executive compensation and director compensation programs (including Company and individual performance goals and targets); the tax impact of executive or equity compensation; political contributions; the effect of an event of termination or change-of-control; Board oversight of strategy and risk; Company risks and risk mitigation efforts; the expected roles and responsibilities of the Board’s committees; plans with respect to shareholder engagement and alignment, Board recruitment, selection and refreshment; the anticipated benefits to the Company of particular director skills and attributes; anticipated commercial activity; anticipated benefits of certain related person transactions; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth under “Item 1A. Risk Factors” in the accompanying Annual Report on Form 10-K for the year ended December 31, 2024. Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements included in this Proxy Statement speak only as of the date of this Proxy Statement. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
Website Disclosure
We may provide disclosure in the “Investor – Corporate Governance” section of our corporate website, http://www.danaher.com, of any of the following: (1) the identity of the presiding director at meetings of non-management or independent directors, or the method of selecting the presiding director if such director changes from meeting to meeting; (2) the method for interested parties to communicate directly with the Board or with individual directors, the Lead Independent Director or the non-management or independent directors as a group; (3) the identity of any member of Danaher’s Audit Committee who also serves on the audit committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on Danaher’s Audit Committee; and (4) contributions by Danaher to a tax exempt organization in which any non-management or independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues. We also intend to disclose any amendment to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K under the Exchange Act, and any waiver from a provision of the Code of Conduct granted to any of our directors, principal executive officer, principal financial officer, principal accounting officer, or any other executive officer, in the “Investor – Corporate Governance” section of our corporate website, http://www.danaher.com, within four business days following the date of such amendment or waiver.
Information contained on or connected to any of the websites referenced in this Proxy Statement is not incorporated by reference into this Proxy Statement and should not be considered a part of this Proxy Statement or any other filing that we make with the U.S. Securities and Exchange Commission.
Communications with the Board of Directors
Shareholders and other parties interested in communicating directly with the Board or with individual directors, the Lead Independent Director or the non-management or independent directors as a group may do so by addressing communications to the Board of Directors, to the specified individual director or to the non-management or independent directors, as applicable, c/o Corporate Secretary, Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater-than-10% shareholders are required by SEC regulations to furnish us with copies of all reports they file pursuant to Section 16(a).
Based solely on a review of the copies of such reports furnished to us, or written representations from certain reporting persons that no other reports were required for those persons, we believe that, during the year ended December 31, 2024, all Section 16(a) filing requirements applicable to our officers, directors and greater-than-10% shareholders were satisfied except that Ms. Filler failed to file on a timely basis one Form 4 relating to a 2022 gift of shares of Danaher Common Stock to a family trust.
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Annual Report on Form 10-K for 2024
Danaher will provide, without charge, a copy of the Danaher Annual Report on Form 10-K for 2024 filed with the SEC to any shareholder upon request directed to: Investor Relations, Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C., 20037-1701 or by email to: investor.relations@danaher.com.
Shareholder Proposals and Nominations for 2026 Annual Meeting
A shareholder who wishes to include a proposal in Danaher’s proxy statement and form of proxy for the 2026 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act must submit the proposal in writing to Danaher’s Corporate Secretary at Danaher’s principal executive offices, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701, for receipt no later than November 26, 2025 in order to be considered for inclusion.
In order to be properly brought at the 2026 Annual Meeting, a shareholder’s notice of nomination of one or more director candidates to be included in the Company’s proxy statement pursuant to Article II, Section 11 of our Bylaws (a “proxy access nomination”) must be received by Danaher’s Corporate Secretary at the above address no earlier than October 27, 2025 and no later than November 26, 2025. If the date of the 2026 Annual Meeting is more than 30 days before or after the anniversary of the previous year’s annual meeting, notice by the shareholder to be timely must be so received not later than the later of the 120
th
day prior to such annual meeting or the 10
th
day following the day on which public disclosure of the date of such meeting is first made.
Shareholders intending to present a proposal at the 2026 Annual Meeting without having it included in the Company’s proxy statement, or making a nomination of one or more director candidates without having such candidates included in the Company’s proxy statement, must comply with the advance notice requirements set forth in the Company’s Bylaws, including providing the information required by Rule 14a-19. If a shareholder fails to provide timely notice of a proposal to be presented at the 2026 Annual Meeting, the proxies provided to Danaher’s Board will have discretionary authority to vote on any such proposal which may properly come before the meeting. In order to comply with the advance notice requirements set forth in the Company’s Bylaws, appropriate notice would need to be provided to Danaher’s Secretary at the address noted above no earlier than December 26, 2025 and no later than January 25, 2026. If the date of the 2026 Annual Meeting is more than 30 days before or after the anniversary of the previous year’s annual meeting, notice by the shareholder to be timely must be so received not later than the later of the 90
th
day prior to such annual meeting or the 10
th
day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever mailing or disclosure first occurs.
BY ORDER OF THE BOARD OF DIRECTORS
JAMES F. O’REILLY
Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer
Dated: March 26, 2025
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APPENDIX A
Reconciliation of GAAP to Non-GAAP Financial Measures
Reconciliation of GAAP to Non-GAAP Financial Measures
As described in more detail in the Compensation Discussion and Analysis section of the Company’s 2025 Proxy Statement, the 2024 annual cash incentive awards paid to the Company’s named executive officers were based in part on the Company’s 2024 performance with respect to three metrics: Adjusted EPS, Free Cash Flow Ratio and Core Revenue Growth. Each of these metrics is a non-GAAP financial measure. Set forth below are reconciliations of each of these metrics to the comparable GAAP financial measure, based on the Company’s actual 2024 performance.
RECONCILIATION OF 2024 ADJUSTED EPS
| ($ in millions, except per-share amounts) | Net Income | Diluted Net Earnings Per Share | ||||||||||||
| 2024 Net Income from Continuing Operations (for the Calculation of Diluted Net Earnings Per Common Share) or Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (GAAP) | $3,899 | $5.29 | ||||||||||||
| Amortization of acquisition-related intangible assets | 1,631 | 2.21 | ||||||||||||
| Fair value net losses on investments | 57 | 0.08 | ||||||||||||
| Impairments | 265 | 0.36 | ||||||||||||
| Acquisition-related items | 25 | 0.03 | ||||||||||||
| Contract termination expense | 56 | 0.08 | ||||||||||||
| Tax effect of the above adjustments | (373) | (0.51) | ||||||||||||
| Discrete tax adjustments | (49) | (0.07) | ||||||||||||
| Rounding | — | 0.01 | ||||||||||||
| 2024 Adjusted Net Income or Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (non-GAAP) (as disclosed in the Current Report on Form 8-K furnished by the Company on January 29, 2025) | 5,511 | 7.48 | ||||||||||||
| Additional acquisition-related gains and losses, including related after-tax operating profit and transaction costs. | 29 | 0.03 | ||||||||||||
| 2024 Adjusted Net Income or Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (as calculated in accordance with the Company Payout Percentage formula pursuant to the Company's 2024 executive cash incentive compensation program) (non-GAAP) | $5,540 | $7.51 | ||||||||||||
| 2025 Notice of Annual Meeting and Proxy Statement |
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RECONCILIATION OF 2024 ADJUSTED FREE CASH FLOW TO ADJUSTED NET INCOME RATIO (FREE CASH FLOW RATIO)
| ($ in millions) | ||||||||
| Total cash provided by operating activities from continuing operations (GAAP) | $6,688 | |||||||
| Total cash used in investing activities from continuing operations (GAAP) | $(1,981) | |||||||
| Total cash used in financing activities from continuing operations (GAAP) | $(8,385) | |||||||
| Total cash provided by operating activities from continuing operations (GAAP) | $6,688 | |||||||
| Purchases of property, plant and equipment | (1,392) | |||||||
| Sales of property, plant and equipment | 13 | |||||||
| Cash flow impact of Adjustment Items | 74 | |||||||
| Adjusted Free Cash Flow (non-GAAP) | $5,383 | |||||||
| Total cash provided by operating activities from continuing operations (GAAP) | $6,688 | |||||||
| Net Earnings from continuing operations (GAAP) | $3,899 | |||||||
| Operating cash flow from continuing operations to net earnings from continuing operations conversion ratio | 172% | |||||||
| Adjusted Free Cash Flow (non-GAAP) | $5,383 | |||||||
| Adjusted Net Income (non-GAAP) | $5,540 | |||||||
| Adjusted Free Cash Flow to Adjusted Net Income Ratio (non-GAAP) | 97.2% | |||||||
RECONCILIATION OF 2024 CORE REVENUE GROWTH
| 2024 vs. 2023 | ||||||||
| Total sales growth (GAAP) | —% | |||||||
| Less the impact of: | ||||||||
| Acquisitions and other | (2.0)% | |||||||
| Currency exchange rates | 0.5% | |||||||
| Core revenue growth (non-GAAP) | (1.5)% | |||||||
| 2025 Notice of Annual Meeting and Proxy Statement |
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TABLE OF CONTENTS
Notice of 2025 Annual Meeting of Shareholders Outstanding Equity Awards at 2024 Fiscal Year-EndProxy Summary Option Exercises and Stock Vested During Fiscal 2024Proposal 1 - Election of Directors Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-EndDirector NomineesBoard Composition, Refreshment and Selection 2024 Non-Qualified Deferred CompensationCorporate Governance Equity Compensation Plan InformationCorporate Governance Overview Pay Versus PerformanceBoard Leadership, Succession Planning and Oversight Pay Ratio DisclosureSummary of Employment Agreements and PlansBoard of Directors and Committees of the Board Employment AgreementsShareholder Engagement and Alignment 2007 Omnibus Incentive PlanSustainability Supplemental Retirement ProgramOther Corporate Governance Matters Senior Leader Severance Pay PlanDirector Compensation Proposal 3 - Advisory Vote on NamedExecutive Officer CompensationNon-Management Director Compensation ProgramDirector Summary Compensation Table General Information About the Annual MeetingDirector Independence and Related Person Transactions Purpose of the MeetingWho Can VoteDirector Independence Proxy Materials are Available on the InternetCertain Relationships and Related Transactions Quorum for the MeetingBeneficial Ownership of Danaher Common Stock by Directors, Officers, and Principal Shareholders Instructions for the Virtual Annual MeetingHow to VoteProposal 2 - Ratification of Independent Registered Public Accounting Firm Revoking a Proxy or Voting InstructionsVoting ProceduresAudit Fees and All Other Fees Information About Proxy SolicitationAudit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors Eliminating Duplicate MailingsOther InformationAudit Committee Report Information Relating to Forward-Looking StatementsCompensation Discussion and Analysis Website DisclosureExecutive Summary Communications with the Board of DirectorsRisk Considerations Delinquent Section 16(a) ReportsAnalysis of 2024 Named Executive Officer Compensation Annual Report on Form 10-K for 2024Shareholder Proposals and Nominations for 2026Annual MeetingPeer Group Compensation AnalysisNamed Executive Officer Compensation Framework Appendix A - Reconciliation of GAAP to Non-GAAP Financial MeasuresOther Compensation Policies and InformationCompensation Committee ReportCompensation Tables and Information2024 Summary Compensation TableGrants of Plan-Based Awards for Fiscal 2024