DEF 14A of Danaher Corp /De/
Filed Mar 26, 2025 · FY20240000313616-25-000081
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| Table of Contents | | | | | | | Notice of 2025 Annual Meeting of Shareholders | 3 | Outstanding Equity Awards at 2024 Fiscal Year-End | 56 | | | Proxy Summary | 4 | Option Exercises and Stock Vested During Fiscal 2024 | 58 | | | Proposal 1 - Election of Directors | 12 | Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End | 59 | | | Director Nominees | 12 | | | | | Board Composition, Refreshment and Selection | 16 | 2024 Non-Qualified Deferred Compensation | 61 | | | Corporate Governance | 19 | Equity Compensation Plan Information | 62 | | | Corporate Governance Overview | 19 | Pay Versus Performance | 63 | | | Board Leadership, Succession Planning and Oversight | 19 | Pay Ratio Disclosure | 66 | | | | | Summary of Employment Agreements and Plans | 67 | | | Board of Directors and Committees of the Board | 23 | Employment Agreements | 67 | | | Shareholder Engagement and Alignment | 26 | 2007 Omnibus Incentive Plan | 67 | | | Sustainability | 27 | Supplemental Retirement Program | 69 | | | Other Corporate Governance Matters | 28 | Senior Leader Severance Pay Plan | 70 | | | Director Compensation | 29 | Proposal 3 - Advisory Vote on Named Executive Officer Compensation | 71 | | | Non-Management Director Compensation Program | 29 | | | | | Director Summary Compensation Table | 30 | General Information About the Annual Meeting | 72 | | | Director Independence and Related Person Transactions | 32 | Purpose of the Meeting | 72 | | | | | Who Can Vote | 72 | | | Director Independence | 32 | Proxy Materials are Available on the Internet | 72 | | | Certain Relationships and Related Transactions | 32 | Quorum for the Meeting | 72 | | | Beneficial Ownership of Danaher Common Stock by Directors, Officers, and Principal Shareholders | 34 | Instructions for the Virtual Annual Meeting | 72 | | | | | How to Vote | 73 | | | Proposal 2 - Ratification of Independent Registered Public Accounting Firm | 36 | Revoking a Proxy or Voting Instructions | 73 | | | | | Voting Procedures | 73 | | | Audit Fees and All Other Fees | 37 | Information About Proxy Solicitation | 74 | | | Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 37 | Eliminating Duplicate Mailings | 74 | | | | | Other Information | 75 | | | Audit Committee Report | 38 | Information Relating to Forward-Looking Statements | 75 | | | Compensation Discussion and Analysis | 39 | Website Disclosure | 75 | | | Executive Summary | 39 | Communications with the Board of Directors | 75 | | | Risk Considerations | 42 | Delinquent Section 16(a) Reports | 75 | | | Analysis of 2024 Named Executive Officer Compensation | 43 | Annual Report on Form 10-K for 2024 | 76 | | | | | Shareholder Proposals and Nominations for 2026 Annual Meeting | 76 | | | Peer Group Compensation Analysis | 48 | | | | | Named Executive Officer Compensation Framework | 49 | Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures | 77 | | | Other Compensation Policies and Information | 49 | | | | | Compensation Committee Report | 52 | | | | | Compensation Tables and Information | 53 | | | | | 2024 Summary Compensation Table | 53 | | | | | Grants of Plan-Based Awards for Fiscal 2024 | 55 | | | | 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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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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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: •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 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.
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| | What We Do | | What We Don't Do | | | Four-year vesting requirement for stock options; three-year performance period plus further two-year holding period for Performance Stock Units ("PSUs") | | No tax gross-up provisions (except as applicable to management employees generally such as our relocation policy) | | | Incentive compensation programs feature multiple, different performance measures aligned with the Company’s strategic performance metrics | | No dividends/dividend equivalents paid on unvested equity awards | | | Short-term and long-term performance metrics that balance our absolute performance and our relative performance versus peer companies | | No “single trigger” change of control benefits | | | Rigorous, no-fault clawback policies that are triggered even in the absence of wrongdoing | | No defined benefit pension program for any NEO | | | Minimum one-year vesting requirement for 95% of shares granted under the Company’s stock plan | | 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) | | | Limited perquisites and a cap on CEO/CFO personal aircraft usage | | No above-market returns on deferred compensation plans | | | Independent compensation consultant that performs no other services for the Company | | No overlapping performance metrics between short-term and long-term incentive compensation programs |
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PROPOSAL 1 Election of Directors
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| Table of Contents | | | Proposal 1 — Election of Directors | 12 | | Board Composition, Refreshment and Selection | 16 |
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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) | | Director Since: | Other Public Directorships: | | Chief Executive Officer | | 2020 | Nestlé | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •Life Sciences •Diagnostics | •Product Innovation •M&A •Public Company CEO and/or President | | •Executive •Finance •Science & Technology |
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| Feroz Dewan (Age 48) | | Director Since: | Other Public Directorships: | | Independent | | 2022 | None | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •Digital/AI Technology •M&A | •Accounting •Finance | | •Finance •Nominating & Governance •Science & Technology |
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| Linda Filler (Age 65) | | Director Since: | Other Public Directorships: | | Independent | | 2005 | The Carlyle Group Veralto Corporation | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •Product Innovation •M&A | •Public Company CEO and/or President •Branding/Marketing | | •Nominating & Governance (Chair) •Science & Technology |
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| Charles W. Lamanna (Age 37) | | Director Since: | Other Public Directorships: | | Independent | | 2025 | None | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •Product Innovation | •Digital/AI Technology | | •Science & Technology |
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| Teri List (Age 62) | | Director Since: | Other Public Directorships: | | Independent | | 2011 | Microsoft Corporation Visa Inc. lululemon athletica inc. | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •Digital/AI Technology •M&A | •Accounting •Finance | | •Audit •Compensation (Chair) |
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| Jessica L. Mega, MD, MPH (Age 50) | | Director Since: | Other Public Directorships: | | Independent | | 2019 | Boston Scientific Corporation | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •Life Sciences •Healthcare Management | •Digital/AI Technology •Government, Legal or Regulatory | | •Compensation •Science & Technology |
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| Mitchell P. Rales (Age 68) | | Director Since: | Other Public Directorships: | | Chairman of the Executive Committee | | 1983 | ESAB Corporation | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •M&A | •Public Company CEO and/or President •Finance | | •Executive (Chair) •Finance (Chair) |
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| Steven M. Rales (Age 73) | | Director Since: | Other Public Directorships: | | Chairman of the Board | | 1983 | None | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •M&A | •Public Company CEO and/or President •Finance | | •Executive •Finance •Science & Technology |
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| A. Shane Sanders (Age 62) | | Director Since: | Other Public Directorships: | | Independent | | 2021 | Commvault | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •Digital/AI Technology •M&A | •Accounting •Finance | | •Audit (Chair) •Nominating & Governance |
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| John T. Schwieters (Age 85) | | Director Since: | Other Public Directorships: | | Independent | | 2003 | Veralto Corporation | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •M&A •Accounting | •Finance | | •Audit •Nominating & Governance |
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| Alan G. Spoon (Age 73) | | Director Since: | Other Public Directorships: | | Independent | | 1999 | Fortive Corporation IAC/InterActiveCorp Match Group, Inc. | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Product Innovation •Digital/AI Technology •M&A | •Public Company CEO and/or President •Finance | | •Compensation |
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| Raymond C. Stevens, PH.D. (Age 61) | | Director Since: | Other Public Directorships: | | Independent | | 2017 | Structure Therapeutics | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •Life Sciences | •Product Innovation •Public Company CEO and/or President | | •Audit •Science & Technology |
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| Elias A. Zerhouni, MD (Age 73) | | Director Since: | Other Public Directorships: | | Independent | | 2009 | OPKO Health, Inc. | | 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. | | | | | Skills and Qualifications: | | | Committees: | | •Global/International •Life Sciences •Diagnostics •Healthcare Management | •Product Innovation •Public Company CEO and/or President •Government, Legal or Regulatory | | •Science & Technology (Chair) •Nominating & Governance |
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| ü | 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: •expand in high-growth geographies and high-growth market segments; •identify, consummate and integrate appropriate acquisitions; •develop innovative and differentiated new products and services; •respond to rapidly changing technologies, business cycles and competition; and •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. ◦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. •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. ◦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 M&A 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. ◦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. •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. •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.
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| Skills and Expertise | | Blair | Dewan | Filler | Lamanna | List | Mega | M. Rales | S. Rales | Sanders | Schwieters | Spoon | Stevens | Zerhouni | TOTAL | | | Global/International | l | l | l | l | l | l | l | l | l | | | l | l | 11 | | | Life Sciences | l | | | | | l | | | | | | l | l | 4 | | | Diagnostics | l | | | | | | | | | | | | l | 2 | | | Healthcare Management | | | | | | l | | | | | | | l | 2 | | | Product Innovation | l | | l | l | | | | | | | l | l | l | 6 | | | Digital/AI Technology | | l | | l | l | l | | | l | | l | | | 6 | | | M&A | l | l | l | | l | | l | l | l | l | l | | | 9 | | | Public Company CEO and/or President | l | | l | | | | l | l | | | l | l | l | 7 | | | Accounting | | l | | | l | | | | l | l | | | | 4 | | | Finance | | l | | | l | | l | l | l | l | l | | | 7 | | | Branding/Marketing | | | l | | | | | | | | | | | 1 | | | Government, Legal or Regulatory | | | | | | l | | | | | | | l | 2 | | Age | | 60 | 48 | 65 | 37 | 62 | 50 | 68 | 73 | 62 | 85 | 73 | 61 | 73 | |
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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. •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. ◦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. ◦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: •personal and professional integrity and character; •prominence and reputation in the director’s profession; •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; •the capacity and desire to represent the interests of the shareholders as a whole; and •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. •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. ◦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. •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. •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
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| Table of Contents | | | Corporate Governance Overview | 19 | | Board Leadership, Succession Planning and Management Oversight | 19 | | Board of Directors and Committees of the Board | 23 | | Shareholder Engagement and Alignment | 26 | | Sustainability | 27 | | Other Corporate Governance Matters | 28 |
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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: •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. •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. •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. •approves information sent to the Board. •approves meeting agendas for the Board. •approves meeting schedules to assure that there is sufficient time for discussion of all agenda items. •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 | | 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 | | •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. •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. •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. ◦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. •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. •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. | | | | | | p | p | p | p | p | | q | q | | q | q | | Audit Committee | Compensation Committee | | Nominating & Governance Committee | Science & Technology Committee | | 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 | | p | p | | p | p | | q | q | q | q | q | | 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 | | 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: •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; •regular education of and sharing best practices with our associates to raise awareness of cybersecurity threats; •assessment of information technology/cybersecurity risks as part of Danaher’s annual Enterprise Risk Management program; •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 •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 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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| Name of Director | Audit | Compensation | Nominating & Governance | Science & Technology | Executive | Finance | | Rainer M. Blair | | | | | | | | Feroz Dewan | | | | | | | | Linda Filler | | | | | | | | Charles W. Lamanna | | | | | | | | Teri List | | | | | | | | Jessica L. Mega, MD, MPH | | | | | | | | Mitchell P. Rales | | | | | | | | Steven M. Rales | | | | | | | | A. Shane Sanders | | | | | | | | John T. Schwieters | | | | | | | | Alan G. Spoon | | | | | | | | Raymond C. Stevens, Ph.D. | | | | | | | | Elias A. Zerhouni, MD | | | | | | | | # of Meetings Held in 2024 | 7 | 4 | 7 | 5 | 0 | 2 |
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Chair Member
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| Audit Committee | | | Members: | Principal Responsibilities: | | •A. Shane Sanders (Chair) •Teri List •John T. Schwieters •Raymond C. Stevens, Ph.D. | •Assist the Board in overseeing the: •quality and integrity of Danaher’s financial statements; •effectiveness of Danaher’s internal control over financial reporting; •qualifications, independence and performance of Danaher’s independent auditors; •performance of Danaher’s internal audit function; •company's compliance with legal and regulatory requirements; •risks described above under “Board Oversight of Management - Risk”; and •company’s swaps and derivatives transactions and related policies and procedures. •Prepare the Audit Committee Report included in the Company's annual meeting proxy statement | | | 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 | | | Members: •Teri List (Chair) •Jessica L. Mega, MD, MPH •Alan G. Spoon | Principal Responsibilities: | | | •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; •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 administration of such plans; •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; •Monitor compliance by directors and executive officers with the Company’s stock ownership requirements; •Assist the Board in overseeing the risks described above under “Board Oversight of Management - Risk”; •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; •Prepare the Compensation Committee report included in the annual meeting proxy statement; and •Consider factors relating to independence and conflicts of interests in connection with the engagement of the compensation consultants that provide advice to the Committee. | | | Each member of the Compensation Committee is a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act and, based on the determination of the Board, independent under the NYSE listing standards and under Rule 10C-1 under the Exchange Act. |
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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: •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; •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 •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: •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; •assess the Company’s executive compensation program in the context of compensation governance best practices; •update the Committee regarding legislative and regulatory initiatives as well as emerging trends and investor views in the area of executive compensation; •provide data regarding the share dilution costs attributable to the Company’s aggregate equity compensation program; and •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 | | | Members: •Linda Filler (Chair) •Feroz Dewan •A. Shane Sanders •John T. Schwieters •Elias A. Zerhouni, MD | Principal Responsibilities: | | | •Assist the Board in identifying individuals qualified to become Board members, and make recommendations to the Board regarding all nominees for Board membership; •Make recommendations to the Board regarding the size and composition of the Board and its committees; •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; •Develop and oversee the annual evaluation process for the Board, its committees, and our directors; •Assist the Board in CEO succession planning; •Assist the Board in overseeing the risks described above under “Board Oversight of Management - Risk”; •Review and make recommendations to the Board regarding non-management director compensation; •Oversee the orientation process for newly elected members of the Board and continuing director education; and •Oversee the Company’s sustainability program. | | | 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 | | | Members: •Elias A. Zerhouni, MD (Chair) •Rainer M. Blair •Feroz Dewan •Linda Filler •Charles W. Lamanna •Jessica L. Mega, MD, MPH •Steven M. Rales •Raymond C. Stevens, Ph.D. | Principal Responsibilities: | | | •Review and assess the Company’s science and technology innovation strategy and priorities; •Assess the competitive position of the Company’s technology portfolio; •Review with management key programs, processes and organizational structures related to innovation, research and development and the commercialization of technology; and •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 | Individual Director Self-Assessment | Self-Assessment Meetings | 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: •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%. ◦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. •A shareholder proposal requesting a report to shareholders on the effectiveness of the Company’s diversity, equity, and inclusion efforts. ◦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 •Director and Executive Officer Stock Ownership Requirements. ◦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). ◦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). ◦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. ◦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.” •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." •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: • ◦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; ◦the number of shares and percentage of total outstanding shares pledged; ◦the more than 15% reduction since 2013 in the aggregate number of shares pledged by Messrs. Steven Rales and Mitchell Rales; and ◦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). ▪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. •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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| Table of Contents | | | Non-Management Director Compensation Program | 29 | | Director Summary Compensation Table | 30 |
PROPOSAL 1
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 $500,000 per calendar year with respect to any non-executive Board chair or vice chair). 2025 Non-Management Director Compensation Structure •Director cash retainers are paid quarterly in arrears. •Director annual equity awards are divided equally (based on target award value) between options and RSUs. ◦The options are fully vested as of the grant date. The RSUs vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of Danaher’s shareholders following the grant date, but the underlying shares are not issued until the earlier of the director’s death or the first day of the seventh month following the director’s retirement from the Board. •Danaher also reimburses directors for Danaher-related out-of-pocket expenses, including travel expenses.
PROPOSAL 1
| Name | Fees Earned or Paid in Cash ($) | 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 |
PROPOSAL 1
(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.
PROPOSAL 1
| 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 |
Audit Committee of the Board of Directors
| Table of Contents | | | Executive Summary | 39 | | Risk Considerations | 42 | | Analysis of 2024 Named Executive Officer Compensation | 43 | | Peer Group Compensation Analysis | 48 | | Named Executive Officer Compensation Framework | 49 | | Other Compensation Policies and Information | 49 |
Audit Committee of the Board of Directors
| 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. |
Audit Committee of the Board of Directors
| 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 |
Audit Committee of the Board of Directors
| Performance Level (Relative TSR Rank Within S&P 500 Index) | Payout (as a % of Target) | | Below 35th percentile | 0% | | 35th percentile | 50% | | 55th percentile | 100% | | 75th percentile or above | 200% |
Audit Committee of the Board of Directors
| | | | | Company Payout Percentage (60%) | | | | | l | | | Base Salary | Target Bonus Percentage | Composite Payout Percentage | | | | X | X | | | + | | | | | j | | | | | | | Personal Payout Percentage (40%) |
Audit Committee of the Board of Directors
| 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). |
Audit Committee of the Board of Directors
| | 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 | | | | $7.95 | | | | | | | Free Cash Flow Ratio | | | | | Actual 97.2% | | | | 147.8% | | | 29% | | | | | | | | q | | | | | | | | | 75% | | 90% | | | | 105% | | | | | | | Core Revenue Growth | | | | Actual (1.5)% | | | | | 133.3% | | | 27% | | | | | | | q | | | | | | | | | | (3.5)% | | (2.0)% | | | | (0.5)% | | | | | | | | | | | | | | | Company Payout Percentage: | | | 110% | |
Compensation Committee of the Board of Directors
| Name and Principal Position | Year | Salary ($)(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 |
Compensation Committee of the Board of Directors
| | 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) |