DEF 14A of Danaher Corp /De/, Mar 29, 2023

DEF 14A of Danaher Corp /De/

Filed Mar 29, 2023 · FY20220001308179-23-000414

Open on EDGAR

  1. ATTENDING THE MEETING

    | PROXY STATEMENT SUMMARY | 05 | | PROPOSAL 1 – ELECTION OF DIRECTORS | 14 | | CORPORATE GOVERNANCE | 22 | | DIRECTOR COMPENSATION | 31 | | DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS | 34 | | BENEFICIAL OWNERSHIP OF DANAHER COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS | 36 | | PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 38 | | COMPENSATION DISCUSSION AND ANALYSIS | 40 | | COMPENSATION TABLES AND INFORMATION | 55 | | SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS | 73 | | PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 79 | | PROPOSAL 4 – ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES RELATING TO THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION | 81 | | PROPOSAL 5 – SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF A POLICY SEPARATING THE CHAIR AND CEO ROLES AND REQUIRING AN INDEPENDENT BOARD CHAIR WHENEVER POSSIBLE | 82 | | PROPOSAL 6 – SHAREHOLDER PROPOSAL REQUESTING REPORT TO SHAREHOLDERS ON EFFECTIVENESS OF THE COMPANY’S DIVERSITY, EQUITY, AND INCLUSION EFFORTS | 84 | | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 86 | | OTHER INFORMATION | 91 | | APPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | 93 |

  2. Board of Directors

    Board of Directors Below is an overview of each of the director nominees you are being asked to elect at the 2023 Annual Meeting.

  3. Board of Directors

    | | | | | Committee Memberships | | | | | | | Name and Principal Occupation | Independent | Age | Director Since | A | C | N | S | E | F | | Rainer M. Blair President and Chief Executive Officer Danaher Corporation | | 58 | 2020 | | | | | | | | Feroz Dewan Chief Executive Officer Arena Holdings Management LLC | | 46 | 2022 | | | | | | | | Linda Filler Former President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer Walgreen Co. | | 63 | 2005 | | | | | | | | Teri List Former Executive Vice President and Chief Financial Officer Gap Inc. | | 60 | 2011 | | | | | | | | Walter G. Lohr, Jr. Retired partner Hogan Lovells | | 79 | 1983 | | | | | | | | Jessica L. Mega, MD, MPH Former Chief Medical and Scientific Officer Verily Life Sciences LLC | | 48 | 2019 | | | | | | | | Mitchell P. Rales Chairman of the Executive Committee Danaher Corporation | | 66 | 1983 | | | | | | | | Steven M. Rales Chairman of the Board Danaher Corporation | | 71 | 1983 | | | | | | | | Pardis C. Sabeti, MD, D.Phil Investigator Howard Hughes Medical Institute | | 47 | 2019 | | | | | | | | A. Shane Sanders Former Senior Vice President of Business Transformation Verizon Communications Inc. | | 60 | 2021 | | | | | | | | John T. Schwieters Principal Perseus TDC | | 83 | 2003 | | | | | | | | Alan G. Spoon Former Managing General Partner Polaris Partners | | 71 | 1999 | | | | | | | | Raymond C. Stevens, PhD Chief Executive Officer Structure Therapeutics | | 59 | 2017 | | | | | | | | Elias A. Zerhouni, MD President and Vice Chairman OPKO Health, Inc. | | 71 | 2009 | | | | | | |

  4. Board of Directors

    | | Chair Member |

  5. Board of Directors

    A = Audit Committee C = Compensation Committee E = Executive Committee F = Finance Committee N = Nominating & Governance Committee S = Science & Technology Committee

  6. Board of Directors

    | | 2023 PROXY STATEMENT | 09 |

  7. Named Executive Officers’ 2022 Compensation

    | Name and Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Rainer M. Blair, President and CEO | 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 | 878,460 | 0 | 2,197,854 | 2,133,848 | 1,783,270 | 0 | 189,912 | 7,183,344 | | Jennifer L. Honeycutt, Executive Vice President | 802,500 | 0 | 1,680,547 | 1,631,738 | 1,548,830 | 0 | 206,589 | 5,870,204 | | Joakim Weidemanis, Executive Vice President | 972,400 | 0 | 2,585,694 | 2,510,454 | 1,951,750 | 0 | 206,319 | 8,226,617 | | Jose-Carlos Gutierrez-Ramos, Senior Vice President and Chief Science Officer | 754,000 | 0 | 1,835,920 | 1,205,025 | 1,408,170 | 0 | 81,942 | 5,285,057 |

  8. Election of Directors

    Election of Directors We are seeking your support for the election of the fourteen candidates whom the Board has nominated to serve on the Board of Directors (each of whom currently serves as a director of the Company), to serve until the 2024 Annual Meeting of shareholders and until his or her successor is 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 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 an increasingly regulated environment. Set forth below is biographical information regarding each candidate as of March 10, 2023. Proxies cannot be voted for a greater number of persons than the fourteen 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.

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | RAINER M. BLAIR | | Age 58 | CHIEF EXECUTIVE OFFICER | | Director since: 2020 Committees: • Executive • Finance • Science & Technology Other Public Directorships: • None | 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: | | | | | • Global/International | • M&A | | | | • Life Sciences | • Public Company CEO and/or President | | | | • Product Innovation | | | | FEROZ DEWAN | | Age 46 | INDEPENDENT | | Director since: 2022 Committees: • Finance • Nominating & Governance • Science & Technology Other Public Directorships: • 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. Mr. Dewan was originally proposed to the Nominating and Governance Committee for election as a director by one of the Company’s directors. | | | | | SKILLS AND QUALIFICATIONS: | | | | | • Global/International | • Accounting | | | | • Digital Technology | • Finance | | | | • M&A | | |

  11. Director Nominees

    | | 2023 PROXY STATEMENT | 14 |

  12. Director Nominees

    | LINDA FILLER | | Age 63 | INDEPENDENT | | Director since: 2005 Committees: • Nominating & Governance (Chair) • Science & Technology Other Public Directorships: • The Carlyle Group | 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, and 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: | | | | | • Global/International | • Public Company CEO and/or President | | | | • Product Innovation | • Branding/Marketing | | | | • M&A | | | | TERI LIST | | Age 60 | INDEPENDENT | | Director since: 2011 Committees: • Audit • Compensation Other Public Directorships: • Microsoft Corporation • Visa Inc. • DoubleVerify Holdings, 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. Ms. List’s experience dealing with complex finance and accounting matters for Gap, Dick’s, Kraft and Procter & Gamble have given her an appreciation for and understanding of the similarly complex finance and accounting matters that Danaher faces. In addition, through her leadership roles with large, global companies she has insight into the business practices that are critical to the success of a large, growing public company such as Danaher. 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 2022, Ms. List attended all of the meetings of the Board and of the committees on which she served. | | | | | SKILLS AND QUALIFICATIONS: | | | | | • Global/International | • Accounting | | | | • Digital Technology | • Finance | | | | • M&A | | | | WALTER G. LOHR, JR. | | Age 79 | INDEPENDENT | | Director since: 1983 Committees: • Compensation • Finance • Nominating & Governance Other Public Directorships: • None | Mr. Lohr was a partner of Hogan Lovells, a global law firm, until retiring in June 2012, and has also served on the boards of private and non-profit organizations. Prior to his tenure at Hogan Lovells, Mr. Lohr served as assistant attorney general for the State of Maryland. Mr. Lohr has extensive experience advising companies in a broad range of transactional matters, including mergers and acquisitions, contests for corporate control and securities offerings. His extensive knowledge of the legal strategies, issues and dynamics that pertain to mergers and acquisitions and capital raising has been a critical resource for Danaher given the importance of its acquisition program. | | | | | SKILLS AND QUALIFICATIONS: | | | | | • M&A | • Government, legal or regulatory | |

  13. Director Nominees

    | | 2023 PROXY STATEMENT | 15 |

  14. Director Nominees

    | JESSICA L. MEGA, MD, MPH | | Age 48 | INDEPENDENT | | Director since: 2019 Committees: • Compensation • Science & Technology Other Public Directorships: • None | Dr. Mega co-founded and 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. 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. | | | | | SKILLS AND QUALIFICATIONS: | | | | | • Life Sciences | • Digital Technology | | | | • Health care management | • Government, legal or regulatory | | | MITCHELL P. RALES | | Age 66 | CHAIRMAN OF THE EXECUTIVE COMMITTEE | | Director since: 1983 Committees: • Executive (Chair) • Finance (Chair) Other Public Directorships: • ESAB Corporation • Enovis Corporation (formerly known as Colfax 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. 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: | | | | | • Global/International | • Public Company CEO and/or President | | | | • M&A | • Finance | | | STEVEN M. RALES | | Age 71 | CHAIRMAN OF THE BOARD | | Director since: 1983 Committees: • Executive • Finance • Science & Technology Other Public Directorships: • 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: | | | | | • Global/International | • Public Company CEO and/or President | | | | • M&A | • Finance | | | PARDIS C. SABETI, MD, D.PHIL | | Age 47 | | | Director since: 2019 Committees: • Science & Technology Other Public Directorships: • None | Dr. Sabeti has served as an Investigator for the Howard Hughes Medical Institute (“HHMI”), a non-profit medical research organization, since November 2015. Dr. Sabeti is a professor at the Center for Systems Biology and the Department of Organismic and Evolutionary Biology at Harvard University and the Department of Immunology and Infectious Disease at Harvard T.H. Chan School of Public Health. She is an Institute Member of the Broad Institute of MIT and Harvard. Dr. Sabeti is a computational geneticist with expertise developing new experimental technologies and computational algorithms to investigate the genomes of humans and infectious microbes. Her expertise in infectious disease research offers significant value to Danaher as we seek to develop research tools for use in determining the causes of disease, identification of new therapies and testing of new drugs and vaccines. | | | | | SKILLS AND QUALIFICATIONS: | | | | | • Life Sciences | • Digital Technology | | | | • Diagnostics | | |

  15. Director Nominees

    | | 2023 PROXY STATEMENT | 16 |

  16. Director Nominees

    | A. SHANE SANDERS | | Age 60 | INDEPENDENT | | Director since: 2021 Committees: • Audit • Nominating & Governance Other Public Directorships: • 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. 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 have 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. In addition, his business transformation experience offers valuable perspectives as Danaher continues to grow and evolve its portfolio of businesses. | | | | | SKILLS AND QUALIFICATIONS: | | | | | • Global/International | • Accounting | | | | • M&A | • Finance | | | | • Digital Technology | | | | JOHN T. SCHWIETERS | | Age 83 | INDEPENDENT | | Director since: 2003 Committees: • Audit (Chair) • Nominating & Governance Other Public Directorships: • None | Mr. Schwieters has served as Principal of Perseus TDC, a real estate investment and development firm, since July 2013. 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: | | | | | • M&A | • Accounting | | | | • Finance | | | | ALAN G. SPOON | | Age 71 | INDEPENDENT | | Director since: 1999 Committees: • Compensation (Chair) Other Public Directorships: • Fortive Corporation • IAC/InterActiveCorp. • Match Group, Inc. | Mr. Spoon served as Partner Emeritus of Polaris Partners 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: | | | | | • Product Innovation | • Public Company CEO and/or President | | | | • Digital Technology | • Finance | | | | • M&A | | |

  17. Director Nominees

    | | 2023 PROXY STATEMENT | 17 |

  18. Director Nominees

    | RAYMOND C. STEVENS, PH.D. | | Age 59 | INDEPENDENT | | Director since: 2017 Committees: • Audit • Science & Technology Other Public Directorships: • Structure Therapeutics | Professor Stevens has served as Chief Executive Officer 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 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 aimed at curing 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: | | | | | • Global/International | • Product Innovation | | | | • Life Sciences | • Public Company CEO and/or President | | | ELIAS A. ZERHOUNI, MD | | Age 71 | INDEPENDENT | | Director since: 2009 Committees: • Nominating & Governance • Science & Technology (Chair) Other Public Directorships: • OPKO Health, Inc. | Dr. Zerhouni has served as President and Vice Chairman of OPKO Health, Inc. a medical test and medication company, since May 2022. He 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 the medical technologies markets. 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: | | | | | • Global/International | • Health care management | | | | • Life Sciences | • Government, legal or regulatory | | | | • Diagnostics | • Public Company CEO and/or President | |

  19. Director Nominees

    | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOREGOING NOMINEES. |

  20. Director Nominees

    | | 2023 PROXY STATEMENT | 18 |

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  22. Non-Management Director Compensation Program

    Non-Management Director Compensation Program

  23. Non-Management Director Compensation Philosophy

    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 and Governance Committee are guided by the following principles:

  24. Non-Management Director Compensation Philosophy

    | • | 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. |

  25. Process for Setting Non-Management Director Compensation

    Process for Setting Non-Management Director Compensation The Nominating and 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).

  26. 2023 Non-Management Director Compensation Structure

    2023 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.

  27. 2023 Non-Management Director Compensation Structure

    | | 2023 PROXY STATEMENT | 31 |

  28. Director Summary Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Total ($) | | Feroz Dewan(3)(4) | — | 144,070 | 80,546 | 224,616 | | Linda Filler(3) | — | 276,839 | 91,469 | 368,308 | | Teri List | 125,000 | 91,839 | 91,469 | 308,308 | | Walter G. Lohr, Jr. | 139,000 | 91,839 | 91,469 | 322,308 | | Jessica L. Mega, MD, MPH | 125,000 | 91,839 | 91,469 | 308,308 | | Pardis C. Sabeti, MD, D. Phil.(3) | — | 216,839 | 91,469 | 308,308 | | A. Shane Sanders(3) | — | 216,839 | 91,469 | 308,308 | | John T. Schwieters | 150,000 | 91,839 | 91,469 | 333,308 | | Alan G. Spoon(3) | — | 236,839 | 91,469 | 328,308 | | Raymond C. Stevens, Ph.D.(3) | — | 216,839 | 91,469 | 308,308 | | Elias A. Zerhouni, MD(3) | — | 236,839 | 91,469 | 328,308 |

  29. Director Summary Compensation Table

    | 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 vesting and 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): for the 2022 stock option grants to all directors above other than Mr. Dewan, a 7.5 year option life; a risk-free interest rate of 2.86%; a stock price volatility rate of 32.83%; and a dividend yield of 0.40% per share; for the 2022 stock option grant to Mr. Dewan, a 7.5 year option life, a risk-free interest rate of 3.04%; a stock price volatility rate of 30.48%; and a dividend yield of 0.39% per year.(1) | | 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, 2022. 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.(2) |

  30. Director Summary Compensation Table

    | | 2023 PROXY STATEMENT | 32 |

  31. Director Summary Compensation Table

    | Name of Director | Aggregate Number of Danaher Stock Options Owned as of December 31,2022(#) | Aggregate Number of Unvested Danaher RSUs Owned as of December 31, 2022(#) | | Feroz Dewan | 829 | 315 | | Linda Filler | 21,487 | 372 | | Teri List | 24,977 | 372 | | Walter G. Lohr, Jr. | 24,977 | 372 | | Jessica L. Mega, MD, MPH | 4,805 | 372 | | Pardis C. Sabeti, MD, D. Phil. | 4,805 | 372 | | A. Shane Sanders | 2,145 | 372 | | John T. Schwieters | 24,977 | 372 | | Alan G. Spoon | 21,487 | 372 | | Raymond C. Stevens, Ph.D. | 12,145 | 372 | | Elias A. Zerhouni, MD. | 24,977 | 372 |

  32. Director Summary Compensation Table

    | Each of Ms. Filler, Messrs. Dewan, Sanders and Spoon, Professor Stevens and Drs. Zerhouni and Sabeti deferred 100% of his or her 2022 cash director fees into phantom shares of Danaher Common Stock under the Non-Employee Directors’ Deferred Compensation Plan. Since these phantom shares are accounted for under FASB ASC Topic 718, they are reported under the “Stock Awards” column in the table above.(3) |

  33. Director Summary Compensation Table

    | Name of Director | 2022 Phantom Shares Received Under Deferred Compensation Plan(#) | | Feroz Dewan | 247 | | Linda Filler | 700 | | Pardis C. Sabeti, MD, D. Phil. | 473 | | A. Shane Sanders | 473 | | Alan G. Spoon | 549 | | Raymond C. Stevens, Ph.D. | 473 | | Elias A. Zerhouni, MD. | 549 |

  34. Director Summary Compensation Table

    | Mr. Dewan was appointed to the Board in June 2022.(4) |

  35. Director Summary Compensation Table

    | | 2023 PROXY STATEMENT | 33 |

  36. Executive Compensation Program Objectives

    To achieve these objectives our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term equity awards tied closely to shareholder returns and subject to significant vesting and/or holding periods. Our executive compensation program rewards our executive officers when they help increase long-term shareholder value, achieve annual business goals and build long-term careers with Danaher. The science and technology markets in which we operate are competitive, with demand sometimes exceeding the supply of talent, resulting in significant increases in compensation paid by the companies with whom we compete for this talent. The same conditions exist in the market for executive-level talent that can provide innovative leadership while managing at a global scale across multiple complex businesses. These trends require us to regularly and proactively assess our executive compensation program to ensure it remains competitive in light of market conditions.

  37. Key Recent Changes to Executive Compensation Program

    Key Recent Changes to Executive Compensation Program Danaher’s Compensation Committee regularly reviews our executive compensation program with a view toward continuous improvement and consideration of investor feedback. As a result of this review, effective in 2022 the Committee shortened the vesting period for the stock options granted to executive officers to four years. The Committee concluded that a four-year vesting period for stock options most effectively balances (1) retention considerations in an increasingly competitive market for executive talent, and (2) the traditional, long-term focus of our executive compensation program. In recent years, the Committee has made other enhancements to the program to reinforce the already-strong linkages (1) between pay and performance, (2) between the interests of our shareholders and the interests of our executive officers, and (3) between the Company’s strategic plan and executive compensation program. These improvements have included the introduction of a core revenue growth performance metric in our executive short-term incentive compensation program; and an executive long-term incentive compensation program that is entirely performance-based. The Committee has enhanced our executive compensation program over the last several years to reinforce our performance-oriented culture and expects to continue to improve the program as appropriate, but also believes that consistent use of best-practice designs is important in effectively communicating key messages to our executives. As a result, the Committee does not revise the program to align with emerging trends unless it sees a clear business rationale for Danaher.

  38. 2022 Executive Compensation

    | Pay Element | Primary Objectives | Form | Performance Requirement | Key Committee Considerations in Determining 2022 Compensation | | Long-Term Incentive Compensation (Equity) | • 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) attainment of relative TSR and average ROIC performance goals. | Stock options | • 4-year, time-based vesting schedule • Options only have/increase in value if Danaher stock price increases | • This pay element represented the most significant component of compensation for each NEO for 2022. • This pay element has the heaviest weighting of all our executive compensation program elements because it best supports our retention and motivation objectives and aligns the interests of our executives and shareholders. • From time to time, we also grant time-vested restricted stock units to executive officers, such as in connection with new hires or promotions or for retention purposes. A portion of the stock compensation granted to Dr. Gutierrez-Ramos in 2022 was granted in RSUs, constituting an installment of the sign-on equity award Danaher agreed to grant him in connection with his joining the Company in 2020. | | | | Performance stock units (PSUs) | • 3-year relative TSR (and average ROIC performance as a modifier) • 2-year holding period (incremental to 3-year performance period) | | | Annual Cash Incentive Compensation | • 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 | Cash | | This pay element represented the second-most significant component of compensation for each NEO for 2022. Its focus on near-term performance and the cash nature of the award complements the longer-term, equity- based compensation elements of our program. | | Fixed Annual Compensation | • Provide sufficient fixed compensation to (1) allow a reasonable standard of living relative to peers, and (2) mitigate incentive to pursue inappropriate risk-taking to maximize variable pay | Cash | N/A | • 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. |

  39. Compensation Governance

    | 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 PSUs | | No tax gross-up provisions (except as applicable to management employees generally such as relocation policy) | | | Incentive compensation programs feature multiple, different performance measures aligned with the Company’s strategic performance metrics | | No dividend/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 policy that is triggered even in the absence of wrongdoing | | No active defined benefit pension program since 2003 | | | 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 |

  40. Risk Considerations

    | 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 policy that is triggered even in the absence of wrongdoing | • 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 |

  41. Long-Term Incentive Awards

    Long-Term Incentive Awards

  42. Equity Award Mix

    Equity Award Mix With respect to each of the NEO 2022 annual equity awards, one-half of the target award value was delivered as stock options and one-half as PSUs (please see “Grants of Plan-Based Awards” table for the grant date fair value of the awards granted to each NEO). The Committee believes that the combination of stock options and PSUs effectively balances the goals of incentivizing and rewarding shareholder value creation while supporting our talent retention objectives:

  43. Equity Award Mix

    | • | Stock options and PSUs inherently incentivize shareholder value creation, since option holders realize no value unless our stock price rises after the option grant date and the value of PSUs is tied directly to the Company’s relative TSR performance. | | • | Our 2022 NEO stock options vest over four years and our 2022 NEO PSUs are subject to a three-year performance period and a further two-year holding period. In aggregate, these periods promote stability and encourage officers to take a long-term view of our performance. |

  44. Equity Award Mix

    | | 2023 PROXY STATEMENT | 45 |

  45. Equity Award Mix

    | • | Effective in 2022, the Committee shortened the vesting period for executive stock options to four years. The Committee continually assesses the effectiveness of our executive compensation program, and concluded that a four-year vesting period for stock options most effectively balances (1) retention considerations in an increasingly competitive market for executive talent, and (2) the traditional, long-term focus of our executive compensation program. |

  46. Equity Award Mix

    | • | The Committee believes our stock option award program in particular has contributed significantly to our strong performance record, which in turn has generally made our stock option awards valuable over the long-term and highly effective in recruiting, motivating and retaining highly-skilled officers. |

  47. PSU Performance Criteria

    PSU Performance Criteria The executive officer PSUs granted in 2022 are subject to two performance criteria:

  48. RELATIVE TSR

    RELATIVE TSR The number of shares of Common Stock that vest pursuant to the PSU award is based primarily on the Company’s total shareholder return (TSR) ranking relative to the S&P 500 Index over an approximately three-year performance period. The Committee established threshold, target and maximum relative TSR performance levels and established a payout percentage curve that relates each level of performance to a payout expressed as a percentage of the target PSUs, as illustrated in the table below:

  49. RELATIVE TSR

    | Performance Level (Relative TSR Rank Within S&P 500 Index) | Payout Percentage | | Below 35(th)percentile | 0% | | 35(th)percentile | 50% | | 55(th)percentile | 100% | | 75(th)percentile or above | 200% |

  50. RELATIVE TSR

    The payout percentages for performance between the performance levels indicated above are determined by linear interpolation. The Committee selected the S&P 500 Index as the relative TSR comparator group because the index consists of a broad and stable group of companies that represents investors’ alternative capital investment opportunities, reinforcing the linkage between our executive compensation program and the long-term interests of our shareholders.

  51. ROIC

    Notwithstanding the above, if the Company’s absolute TSR performance for the period is negative no more than 100% of the target PSUs will vest (regardless of how strong the Company’s performance is on a relative basis), and if the Company’s absolute TSR performance for the period is positive, a minimum of 25% of the target PSUs will vest.

  52. VESTING AND HOLDING PERIOD

    VESTING AND HOLDING PERIOD With respect to the PSUs granted in 2022, any PSUs that vest following the three-year performance period are subject to an additional two-year holding period and are paid out in shares of Company Common Stock following the fifth anniversary of the commencement of the performance period. Any dividends paid on the Company’s Common Stock during the performance period are credited to PSU accounts, but are only paid out (in cash) to the extent the underlying PSUs vest based on performance and are not paid until the shares underlying the vested PSUs are issued.

  53. PSUs Earned for 2020-2022 Performance Period

    PSUs Earned for 2020-2022 Performance Period PSUs for the 2020-2022 performance period, which ended December 31, 2022, were earned and certified in February 2023 based on an earned payout percentage of 200%, resulting from the Company’s three-year absolute TSR of 64.58% ranking in the 84th percentile relative to the TSRs of the companies in the S&P 500 Index as of the beginning of the performance period (February 24, 2020). The Company’s Three-Year Average ROIC Change with respect to these PSUs was +469 basis points, but because the ROIC Modifier Factor cannot increase the earned payout percentage above 200%, it had no impact on the earned payout percentage. These PSUs remain subject to a further mandatory holding period that runs through 2024.

  54. Annual Incentive Awards

    Annual Incentive Awards

  55. Target Bonus Percentage and Personal Payout Percentage

    Target Bonus Percentage and Personal Payout Percentage In May 2022, the Committee established NEO target bonus percentages (as a multiple of base salary) and the personal performance objectives described below, including quantitative and qualitative objectives as well as objectives based on financial and non-financial measures. The Committee did not assign a particular weighting to any of the objectives. The Committee set the quantitative objectives at levels that, while achievable, would in its opinion require personal performance appreciably above the executive’s prior year performance level.

  56. Target Bonus Percentage and Personal Payout Percentage

    | | 2023 PROXY STATEMENT | 47 |

  57. Target Bonus Percentage and Personal Payout Percentage

    | Executive Officer | Target Bonus Percentage | 2022 Personal Performance Objectives | | Rainer M. Blair President and Chief Executive Officer | 200% | The personal performance objectives for Mr. Blair consisted of qualitative goals with respect to the Company’s associate diversity representation; CEO succession planning process; senior talent acquisition; strategy (overall and with respect to key businesses and functions); portfolio optimization; the Company’s science and technology capabilities and positioning; and capital allocation and deployment. | | Matthew R. McGrew Executive Vice President and CFO | 125% | Consisted of the degree of Danaher’s year-over-year core revenue growth, operating profit margin expansion, earnings per share growth and free cash flow growth; quantitative goals with respect to the finance organization’s associate engagement; and goals with respect to the Company’s associate diversity representation and inclusion; finance leader development and succession planning; strengthening talent management and development in the finance organization; strengthening finance department operational process and leverage of DBS; cultivation and execution of acquisition opportunities; and sustainability strategy. | | Jennifer Honeycutt Executive Vice President | 125% | Consisted of the degree of year-over-year improvement in core revenue, operating profit margin and working capital turnover for her business units; return-on-invested-capital performance achieved with respect to acquisitions by her business units; quantitative goals for her business units relating to turnover rate, internal fill rate, associate engagement, talent development and succession planning, diversity representation, on-time delivery, manufacturing quality and capital deployment; and qualitative goals relating to strategic initiatives and sustainability strategy. | | Joakim Weidemanis Executive Vice President | 125% | Consisted of the degree of year-over-year improvement in core revenue, operating profit margin and working capital turnover for his business units; return-on-invested-capital performance achieved with respect to acquisitions by his business units; quantitative goals for his business units relating to turnover rate, internal fill rate, associate engagement, talent development and succession planning, diversity representation, on-time delivery, manufacturing quality and capital deployment; and qualitative goals relating to strategic initiatives, innovation and science, technology and digital organization and capabilities. | | Jose-Carlos Gutierrez-Ramos Senior Vice President and Chief Science Officer | 115% | Consisted of goals with respect to the Company’s science and technology strategy; the leadership of the Company’s Scientific Advisory Board and support for the Board’s Science and Technology Committee; the Company’s science and technology culture and community; science and technology talent recruitment; capital allocation; and innovation-driven collaboration. |

  58. DETERMINING TARGET BONUS PERCENTAGE

    DETERMINING TARGET BONUS PERCENTAGE In determining the target bonus percentage for each NEO, the Committee considered the relative complexity and importance of the executive’s position and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. With respect to Mr. Blair in particular, although the Committee did not target the performance-based portion of the CEO’s annual cash compensation at any particular percentage of total annual cash compensation, the Committee strategically set the base salary at a level lower, and target annual bonus opportunity at a level higher, than typical among the Company’s peer companies to help ensure that the CEO’s annual cash compensation is highly performance-based.

  59. DETERMINING PERSONAL PAYOUT PERCENTAGE

    DETERMINING PERSONAL PAYOUT PERCENTAGE Following the end of 2022, the Committee used its judgment and determined for each NEO a Personal Payout Percentage between 0% and 200%. The Committee believes that its ability to exercise discretion in connection with the annual executive cash incentive compensation awards is an important element in reaching balanced compensation decisions that are consistent with our strategy, reward both current year performance and sustained long-term value creation, and reward achievements that advance our sustainability strategy. The Committee’s ability to exercise discretion:

  60. DETERMINING PERSONAL PAYOUT PERCENTAGE

    | • | helps mitigate the risks associated with a rigid and strictly formulaic compensation program, which could unintentionally create incentives for our executives to focus only on certain performance metrics or encourage imprudent risk taking; | | • | gives the Committee flexibility to address changes in economic conditions and our operating environment that occur during the performance period; and | | • | allows the Committee to adjust compensation based on factors that would not be appropriately reflected by a strictly formulaic approach focused solely on Company performance, such as advancing sustainability-related goals, championing Danaher’s culture and values and recognition of individual performance levels. |

  61. DETERMINING PERSONAL PAYOUT PERCENTAGE

    Without assigning any particular weight to any individual factor, the Committee took into account the executive’s execution against their personal performance objectives for the year, the executive’s performance with respect to each of the Company’s five “Core Behaviors” (which are a set of standards and behaviors that Danaher associates are expected to aspire to and are assessed against), the executive’s overall performance for the year, the size of the Company Payout Percentage for the year,

  62. DETERMINING PERSONAL PAYOUT PERCENTAGE

    | | 2023 PROXY STATEMENT | 48 |

  63. DETERMINING PERSONAL PAYOUT PERCENTAGE

    and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. Without limiting the foregoing, with respect to the executive officer team’s 2022 performance as a whole the Committee considered in particular the Company’s 2022 financial performance; the Company’s progress toward separating its EAS business to create a separate, publicly-traded company; and the Company’s proactiveness during the year in identifying and executing upon opportunities to invest in the Company’s future financial and competitive positioning. The average Personal Payout Percentage of the NEOs (other than Mr. Blair) was 154%. The Company awarded Mr. Blair a Personal Payout Percentage of 160% for 2022, based primarily on the Company’s financial and operational performance; progress toward its DE+I representation objectives; progress toward separating its EAS business to create a separate, publicly-traded company; and progress in further enhancing the Company’s innovation and strategy development processes, strategic direction and science and technology organization and capabilities.

  64. Company Payout Percentage

    Company Payout Percentage The Company Payout Percentage is formulaic, based on the Company’s 2022 performance against the Adjusted EPS, Free Cash Flow Ratio and Core Revenue Growth metrics described above and below and in Appendix A (the “Metrics”). The Committee weights Adjusted EPS most heavily in the formula because it believes Adjusted EPS correlates strongly with shareholder returns, particularly since Adjusted EPS is calculated in a manner that focuses on gains and charges the Committee believes are most directly related to Company operating performance during the period. The Committee also uses the Free Cash Flow Ratio to help validate the quality of the Company’s earnings, and Core Revenue Growth to incentivize an appropriate balance between profitability and growth. For each of the Metrics, the Committee established threshold, target and maximum levels of Company performance, as well as a payout percentage curve that related each level of performance to a payout expressed as a percentage of target bonus. The payout percentage was 0% for below-threshold performance, 50% for threshold performance, 100% for target performance and 200% for performance that equaled or exceeded the maximum. The payout percentages for performance between threshold and target, or between target and maximum, respectively, were determined by linear interpolation. In determining the target performance level and payout percentage curve for the Metrics, the Committee considered historical performance data for the Company and its peer group, analyst estimates for the Company’s peer group, the Company’s annual budget and macroeconomic/end-market trends. For each Metric, the Committee set the performance target at a level it believed would represent attractive financial performance within our industry and would require a high (but achievable) level of Company performance, while requiring what it believed would be outstanding performance to achieve the maximum payout level. Following the end of 2022, the Company Payout Percentage was calculated as follows:

  65. Company Payout Percentage

    | | 2023 PROXY STATEMENT | 49 |

  66. Company Payout Percentage

    In evaluating the 2022 Company Payout Percentage, the Committee noted that the number of COVID-19 test cartridges actually sold by the Company in 2022 exceeded the level the Committee assumed when it set the Adjusted EPS and Core Revenue Growth target levels in May 2022. Taking this into consideration, the Committee exercised its negative discretion to reduce the 2022 Company Payout Percentage from 1.78 to 1.64 (which is the Company Payout Percentage the Committee determined would have resulted if actual 2022 results had matched the assumed levels of cartridge sales).

  67. Composite Payout Percentage

    Composite Payout Percentage The Company Payout Percentage and Personal Payout Percentage were calculated for each NEO, weighted accordingly and added to yield the officer’s Composite Payout Percentage. The Composite Payout Percentage was multiplied by the NEO’s target bonus amount to yield the executive’s award amount for the year. The 2022 annual cash incentive compensation awards for each of the NEOs are set forth in the Summary Compensation Table.

  68. Base Salaries

    Base Salaries The Committee typically reviews base salaries for executive officers in February of each year and in connection with promotions and new hires. In February 2022, the Committee subjectively determined 2022 base salaries for the NEOs. In each case the Committee used the officer’s prior base salary as the initial basis of consideration and then considered the individual factors described under “– Named Executive Officer Compensation Framework,” focusing on the relative complexity and importance of the executive’s role within Danaher, the market value of the executive’s role and the executive’s performance in the prior year (without giving specific weight to any particular factor). Given that base salary is one of the elements in the formula for determining annual cash incentive compensation, the Committee also considered how changes in base salary would impact annual cash incentive compensation.

  69. Severance Benefits

    Severance Benefits We have entered into Proprietary Interest Agreements with each of our NEOs that include post-employment restrictive covenant obligations. Danaher’s Senior Leader Severance Pay Plan, which each of the NEOs participates in, provides for severance payments under certain circumstances. Mr. Blair’s Proprietary Interest Agreement entitles him to certain additional cash payments if the Company terminates his employment without cause. We believe the post-employment restrictive covenant obligations included in these agreements are critical in protecting our proprietary assets, and that the severance payments payable upon a termination without cause are generally commensurate with the severance rights our peers offer executives in comparable roles. There is no change-in-control provision in the Senior Leader Severance Pay Plan or in any NEO employment agreement.

  70. Peer Group Compensation Analysis

    Peer Group Compensation Analysis The Committee does not target a specific competitive position versus the market or peer companies in determining the compensation of our executives because in light of the Company’s diverse mix of businesses, strict targeting of a specified compensation posture would not appropriately reflect the unique nature of our business portfolio or the degree of difficulty in leading the Company and key businesses and functions. However, the Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and ensure that our executive compensation program supports our recruitment and retention needs and is fair and efficient. As a result, the Committee has worked with FW Cook to develop a peer group for purposes of assessing competitive compensation practices, and periodically reviews compensation data for the peer group derived from publicly filed proxy statements. The Committee periodically reviews the companies included in the peer group to ensure that the peer group remains appropriate.

  71. Executive Compensation Peer Group Prior to September 2022

    Executive Compensation Peer Group Prior to September 2022 Prior to September 2022, the Company’s peer group (for purposes of all 2022 executive compensation decisions) consisted of the companies set forth below:

  72. Executive Compensation Peer Group Prior to September 2022

    | 3M Company | Biogen Inc. | Johnson & Johnson | | Abbott Laboratories | Boston Scientific Corporation | Medtronic Inc. | | Amgen Inc. | Ecolab Inc. | Roper Corporation | | Baxter International, Inc. | Honeywell International Inc. | Stryker Corporation | | Becton Dickinson & Co. | Illinois Tool Works Inc. | Thermo Fisher Scientific Inc. |

  73. Executive Compensation Peer Group Prior to September 2022

    The Committee selected companies for inclusion in this peer group based on (1) the extent to which they compete with us in one or more lines of business, for executive talent and for investors, and (2) comparability of revenues, market capitalization, net income, total assets and number of employees. As of September 2021 and based on Standard & Poor’s Capital IQ database, Danaher’s ranking within this peer group was 59th percentile for revenue, 93rd percentile for market capitalization, 68th percentile for net income (from continuing operations excluding extraordinary items), 88th percentile for total assets and 56th percentile for employees.

  74. Executive Compensation Peer Group as of September 2022

    Executive Compensation Peer Group as of September 2022 The Committee periodically reviews the companies included in the peer group to ensure that the peer group remains appropriate. In September 2022, the Committee evaluated the existing peer group with the assistance of FW Cook (using the same selection criteria described above) and replaced Biogen Inc., Illinois Tool Works Inc., and Roper Corporation with AbbVie Inc., Bristol-Myers Squibb Company, Eli Lilly and Company, and IQVIA Holdings Inc. The Committee made these updates to the peer group to better reflect the Company’s current size and portfolio of businesses. Set forth below is the Company’s peer group as of September 2022:

  75. Executive Compensation Peer Group as of September 2022

    | 3M Company | Boston Scientific Corporation | IQVIA Holdings Inc. | | Abbott Laboratories | Bristol-Myers Squibb Company | Johnson & Johnson | | AbbVie Inc. | Ecolab Inc. | Medtronic Inc. | | Amgen Inc. | Eli Lilly and Company | Stryker Corporation | | Baxter International, Inc. | Honeywell International Inc. | Thermo Fisher Scientific Inc. | | Becton Dickinson & Co. | | |

  76. Executive Compensation Peer Group as of September 2022

    | | 2023 PROXY STATEMENT | 51 |

  77. Executive Compensation Peer Group as of September 2022

    The table below sets forth for this updated peer group and Danaher information regarding revenue, net income and total assets (based on the most recently reported four quarters for each company as of September 15, 2022), market capitalization (as of September 15, 2022) and employee headcount (based on each company’s most recent fiscal year end as of September 15, 2022), in each case derived from the Standard & Poor’s Capital IQ database.

  78. Executive Compensation Peer Group as of September 2022

    | ($ IN MILLIONS, EXCEPT NUMBER OF EMPLOYEES) | Revenue | Market Capitalization | Net Income (From continuing operations excluding extraordinary items) | Total Assets | Employees | | 75(th)percentile | $43,502 | $192,052 | $6,823 | $90,080 | 96,000 | | Median | $30,070 | $119,799 | $5,143 | $56,247 | 67,500 | | 25(th)percentile | $16,770 | $63,462 | $1,715 | $35,071 | 44,750 | | Danaher | $30,816 | $205,074 | $6,206 | $81,806 | 80,000 | | DANAHER PERCENTILE RANK | 52% | 78% | 64% | 70% | 60% |

  79. Executive Compensation Peer Group as of September 2022

    The peer group compensation data that the Committee reviewed in 2022 in connection with its named executive officer compensation decisions estimated the 25th, median and 75th percentile positions among our peers with respect to base salary, annual cash incentive compensation (target and actual), total annual cash compensation (target and actual), long-term incentive compensation, total direct compensation (target and actual), all other compensation, annual change in pension value and above-market interest on non-qualified deferred compensation, and actual total compensation, in each case with respect to each respective NEO position.

  80. Long-Term Incentive Compensation Grant Practices

    Long-Term Incentive Compensation Grant Practices Equity awards are granted under Danaher’s Omnibus Plan, which is described in “Summary of Employment Agreements and Plans – 2007 Omnibus Incentive Plan.” Executive equity awards are typically granted as of one of the Company’s four, standardized grant dates during the year, and may also be granted at the time of an executive hire or promotion or upon identification of a specific retention concern. The grant date is either the date of grant approval or a specified date subsequent to the approval date. The timing of equity awards has not been coordinated with the release of material non-public information. The Committee’s general practice is to approve annual equity awards to executive officers at the Committee’s regularly scheduled meeting in February, when the Committee reviews the performance of the executive officers and typically determines most or all of the other components of executive compensation. The target dollar value attributable to PSUs and RSUs, as applicable, has been translated into a target number of PSUs or RSUs, as applicable, based on fair market value. Prior to 2021, the target dollar value attributable to stock options was translated into a number of stock options based on a modified Black Scholes calculation that utilized a multi-day average closing price and an assumed ten-year term. Beginning with the equity awards granted in February 2021, the modified Black Scholes value was replaced with the actual Black Scholes value used in the Company’s financial statements with respect to the particular grant. The exercise price for stock option awards granted under the Omnibus Plan equals the closing price of Danaher’s Common Stock on the date of grant (or on the immediately preceding trading day if the date of grant is not a trading day). Since the valuation methodologies used in 2020 are not the same as the FASB ASC Topic 718 grant date fair value used for accounting purposes, in that year the equity award target dollar values are not identical to the equity award grant date fair values reflected in the Summary Compensation Table and other compensation tables.

  81. Recoupment Policy

    | • | the portion of any annual incentive compensation payment awarded to any covered person within the three year period prior to the date such material restatement is first publicly disclosed that would not have been awarded had the consolidated financial statements that are the subject of such restatement been correctly stated (except that the Board has the right to require reimbursement of the entire amount of any such annual incentive compensation payment from any covered person whose fraud or other intentional misconduct in the Board’s judgment alone or with others caused such restatement); and | | • | all gains from equity awards realized by any covered person during the twelve-month period immediately following the original filing of the consolidated financial statements that are the subject of such restatement, if the covered person’s fraud or other intentional misconduct in the Board’s judgment alone or with others caused such restatement. |

  82. Recoupment Policy

    In addition, the stock plans in which Danaher’s executive officers participate contain provisions for recovering awards upon certain circumstances. Under the terms of the Company’s Omnibus Plan, if an employee is terminated for gross misconduct, the administrator may terminate up to all of the participant’s unexercised or unvested equity awards. In addition, under the terms of each of the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher.

  83. 2022 Summary Compensation Table

    2022 Summary Compensation Table The following table sets forth the 2022 compensation of (i) our President and Chief Executive Officer, (ii) our Executive Vice President and Chief Financial Officer, and (iii) our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2022, known as our “named executive officers.”

  84. 2022 Summary Compensation Table

    | 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 | 2022 | 1,300,000 | 0 | 7,239,213 | 7,029,061 | 4,222,400 | 0 | 405,353 | 20,196,027 | | | 2021 | 1,200,000 | 0 | 5,124,383 | 6,260,494 | 4,128,000 | 0 | 439,390 | 17,152,267 | | | 2020 | 949,067 | 0 | 3,616,939 | 2,968,651 | 2,519,339 | 0 | 342,765 | 10,396,761 | | Matthew R. McGrew, Executive Vice President and CFO | 2022 | 878,460 | 0 | 2,197,854 | 2,133,848 | 1,783,270 | 0 | 189,912 | 7,183,344 | | | 2021 | 798,600 | 0 | 1,537,702 | 1,877,996 | 1,697,025 | 0 | 188,184 | 6,099,507 | | | 2020 | 726,000 | 0 | 1,637,982 | 1,435,173 | 1,564,530 | 0 | 166,358 | 5,530,043 | | Jennifer L. Honeycutt, Executive Vice President | 2022 | 802,500 | 0 | 1,680,547 | 1,631,738 | 1,548,830 | 0 | 206,589 | 5,870,204 | | | 2021 | 750,000 | 0 | 1,313,474 | 1,603,093 | 1,537,500 | 0 | 155,641 | 5,359,708 | | Joakim Weidemanis, Executive Vice President | 2022 | 972,400 | 0 | 2,585,694 | 2,510,454 | 1,951,750 | 0 | 206,319 | 8,226,617 | | | 2021 | 936,000 | 0 | 2,049,947 | 2,504,501 | 1,965,600 | 0 | 157,966 | 7,614,014 | | | 2020 | 881,560 | 0 | 5,065,095 | 4,551,242 | 1,917,000 | 0 | 138,301 | 12,553,198 | | Jose-Carlos Gutierrez-Ramos, Senior Vice President and Chief Science Officer | 2022 | 754,000 | 0 | 1,835,920 | 1,205,025 | 1,408,170 | 0 | 81,942 | 5,285,057 |

  85. 2022 Summary Compensation Table

    | The following table sets forth the amount, if any, of salary and/or non-equity incentive compensation that each named executive officer deferred into the EDIP and/or DCP with respect to each of the years reported above:(1) |

  86. 2022 Summary Compensation Table

    | | Amount of Salary Deferred Into DCP ($) | | | Amount of Non-Equity Incentive Compensation Deferred Into DCP ($) | | | | Name of Officer | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | | Rainer M. Blair | – | – | – | – | – | – | | Matthew R. McGrew | – | – | – | – | – | – | | Jennifer L. Honeycutt | 64,119 | 59,915 | N/A | 774,415 | 768,750 | N/A | | Joakim Weidemanis | – | – | – | – | – | 383,400 | | Jose-Carlos Gutierrez-Ramos | – | N/A | N/A | – | N/A | N/A |

  87. 2022 Summary Compensation Table

    | | 2023 PROXY STATEMENT | 55 |

  88. 2022 Summary Compensation Table

    | The amounts reflected in these columns represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity grants made in the applicable year: With respect to stock options, the grant date fair value under FASB ASC Topic 718 has been calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures):(2) |

  89. 2022 Summary Compensation Table

    | Name of Officer | Date of Grant | Risk-Free Interest Rate | Stock Price Volatility Rate | Dividend Yield | Option Life | | Blair, McGrew, Honeycutt, Weidemanis, Gutierrez-Ramos | February 24, 2022 | 1.94% | 30.23% | 0.37% | 7.5 years | | Blair, McGrew, Honeycutt, Weidemanis | February 24, 2021 | 1.08% | 31.39% | 0.38% | 7.5 years | | Blair, Weidemanis | May 15, 2020 | 0.54% | 30.49% | 0.44% | 8.0 years | | Blair, McGrew, Weidemanis | February 24, 2020 | 1.33% | 23.09% | 0.46% | 8.0 years |

  90. 2022 Summary Compensation Table

    All stock awards reflected in the table above were granted in the form of performance stock units (PSUs), except that Mr. Weidemanis’ May 2020 incremental stock award was granted in the form of time-vesting restricted stock units (RSUs) and a portion of Dr. Gutierrez-Ramos’ 2022 stock award was granted in the form of RSUs. With respect to RSUs, the grant date fair value under FASB ASC Topic 718 was calculated based on the number of shares of Common Stock underlying the RSU, times the closing price of the Common Stock on the date of grant (but discounted to account for the fact that RSUs do not accrue dividend rights prior to vesting and distribution). With respect to PSUs, the grant date fair value under FASB ASC Topic 718 has been calculated based on the probable outcome of the applicable performance conditions and a Monte Carlo simulation valuation model modified to reflect an illiquidity discount (as a result of the mandatory two-year post-vesting holding period), using the following significant assumptions (since the performance criteria applicable to the performance stock units are considered a “market condition,” footnote disclosure of the award’s potential maximum value is not required):

  91. 2022 Summary Compensation Table

    | | | Monte Carlo Simulation | | | | Illiquidity discount | | | | Name of Officer | Date of Grant | Danaher’s expected volatility | Average volatility of peer group | Risk-free interest rate | Dividend yield | Danaher’s expected volatility | Risk-free interest rate | Dividend yield | | Blair, McGrew, Honeycutt, Weidemanis, Gutierrez-Ramos | February 24, 2022 | 27.01% | 38.88% | 1.69% | 0.00% | 29.72% | 1.53% | 0.37% | | Blair, McGrew, Honeycutt, Weidemanis | February 24, 2021 | 26.20% | 38.62% | 0.22% | 0.00% | 27.76% | 0.12% | 0.38% | | Blair | May 15, 2020 | 25.39% | 36.96% | 0.18% | 0.00% | 27.13% | 0.16% | 0.44% | | Blair, McGrew, Weidemanis | February 24, 2020 | 19.06% | 25.27% | 1.21% | 0.00% | 20.46% | 1.26% | 0.46% |

  92. 2022 Summary Compensation Table

    | In 2022, the actuarial present value of Ms. Honeycutt’s accumulated benefit under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan (“Pension Plan”) declined by $4,679. The material assumptions used in quantifying the present value of the accumulated benefit at each of December 31, 2021 and December 31, 2022 are as follows: an interest crediting rate (applied from the plan measurement date until normal retirement age) of 2.9% for the plan measurement date of December 31, 2021 and 3.5% for the plan measurement date of December 31, 2022; a retirement age of 65, which is normal retirement age under the Cash Balance Plan; payment of the accrued obligations in a lump sum upon retirement; and the discount rates as set forth in Note 16 to Danaher’s consolidated financial statements included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2022. Ms. Honeycutt is the only named executive officer with a balance in the Cash Balance Plan. We do not provide any above-market or preferential earnings on compensation that is deferred by any NEO.(3) | | The following table describes the elements of compensation included in “All Other Compensation” for 2022:(4) |

  93. 2022 Summary Compensation Table

    | Name | Company 401(k) Contributions ($) | Company EDIP/ECP Contributions ($) | Other ($) | Total 2022 All Other Compensation ($) | | Rainer M. Blair | 21,244 | 288,000 | 96,109(a) | 405,353 | | Matthew R. McGrew | 21,244 | 107,811 | 60,857(b) | 189,912 | | Jennifer L. Honeycutt | 21,244 | 168,750 | 16,595(c) | 206,589 | | Joakim Weidemanis | 21,244 | 168,480 | 16,595(c) | 206,319 | | Jose-Carlos Gutierrez-Ramos | 21,244 | 49,300 | 11,398(d) | 81,942 |

  94. 2022 Summary Compensation Table

    | Includes $71,228 relating to personal use of the Company’s aircraft, plus amounts related to tax preparation/professional services, tickets to entertainment events and parking expenses. The incremental cost to the Company of the personal aircraft use is calculated by multiplying the total number of personal flight hours times the average direct variable operating costs (including costs related to fuel, on-board catering, maintenance expenses related to operation of the plane during the year, landing and parking fees, navigation fees, related ground transportation, crew accommodations and meals and supplies) per flight hour for the particular aircraft for the year, net of any applicable employee reimbursement. The aircraft fleet is maintained primarily for business travel. We do not include in the average direct variable operating costs any fixed costs that do not change based on usage, such as crew salaries, aircraft insurance premiums, hangar lease payments, the lease or acquisition cost of the aircraft, exterior paint and other maintenance, inspection and capital improvement costs intended to cover a multi-year period. Mr. Blair’s perquisite allowance for personal use of the Company aircraft is limited to $125,000 annually and Mr. Blair is required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $125,000.(a) | | Includes $39,777 relating to personal use of Danaher’s aircraft, plus amounts related to tax preparation/professional services and tickets to entertainment events. The incremental cost to the Company of the personal aircraft use is calculated in the same manner as set forth in Footnote 4(a) above. Mr. McGrew’s perquisite allowance for personal use of the Company aircraft is limited to $50,000 annually and Mr. McGrew is required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $50,000. (c) Consists of amounts related to tax preparation/professional services.(b) | | Consists of amounts related to commuting expenses and lodging, as well as tax preparation/professional services.(d) |

  95. 2022 Summary Compensation Table

    | | 2023 PROXY STATEMENT | 56 |

  96. Grants of Plan-Based Awards for Fiscal 2022

    Grants of Plan-Based Awards for Fiscal 2022 The following table sets forth certain information regarding grants of plan-based awards to each of our named executive officers in 2022.

  97. Grants of Plan-Based Awards for Fiscal 2022

    | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other Option Awards: | | Grant Date Fair | | Name | | Grant Date | Committee Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share) | Value of stock And Option Awards ($)(3) | | Rainer M. Blair | Annual cash incentive compensation | 5/16/2022 | 5/16/2022 | 1,300,000 | 2,600,000 | 5,200,000 | – | – | – | – | – | – | | | Stock options(4) | 2/24/2022 | 2/23/2022 | – | – | – | – | – | – | 73,649 | 271.56 | 7,029,061 | | | Performance stock units(5) | 2/24/2022 | 2/23/2022 | – | – | – | 6,445 | 25,777 | 51,554 | – | – | 7,239,213 | | Matthew R. McGrew | Annual cash incentive compensation | 5/16/2022 | 5/16/2022 | 549,038 | 1,098,075 | 2,196,150 | – | – | – | – | – | – | | | Stock options(4) | 2/24/2022 | 2/23/2022 | – | – | – | – | – | – | 22,358 | 271.56 | 2,133,848 | | | Performance stock units(5) | 2/24/2022 | 2/23/2022 | – | – | – | 1,957 | 7,826 | 15,652 | – | – | 2,197,854 | | Jennifer L. Honeycutt | Annual cash incentive compensation | 5/16/2022 | 5/16/2022 | 501,563 | 1,003,125 | 2,006,250 | – | – | – | – | – | – | | | Stock options(4) | 2/24/2022 | 2/23/2022 | – | – | – | – | – | – | 17,097 | 271.56 | 1,631,738 | | | Performance stock units(5) | 2/24/2022 | 2/23/2022 | – | – | – | 1,496 | 5,984 | 11,968 | – | – | 1,680,547 | | Joakim Weidemanis | Annual cash incentive compensation | 5/16/2022 | 5/16/2022 | 607,750 | 1,215,500 | 2,431,000 | – | – | – | – | – | – | | | Stock options(4) | 2/24/2022 | 2/23/2022 | – | – | – | – | – | – | 26,304 | 271.56 | 2,510,454 | | | Performance stock units(5) | 2/24/2022 | 2/23/2022 | – | – | – | 2,302 | 9,207 | 18,414 | – | – | 2,585,694 | | Jose-Carlos Gutierrez-Ramos | Annual cash incentive compensation | 5/16/2022 | 5/16/2022 | 433,550 | 867,100 | 1,734,200 | – | – | – | – | – | – | | | Stock options(4) | 2/24/2022 | 2/23/2022 | – | – | – | – | – | – | 12,626 | 271.56 | 1,205,025 | | | Performance stock units(5) | 2/24/2022 | 2/23/2022 | – | – | – | 1,105 | 4,419 | 8,838 | – | – | 1,241,032 | | | Restricted Stock Units(6) | 2/24/2022 | 2/23/2022 | – | – | – | – | 2,210 | – | – | – | 594,888 |

  98. Grants of Plan-Based Awards for Fiscal 2022

    | These columns relate to 2022 cash award opportunities under the Omnibus Plan. Please see “Summary of Employment Agreements and Plans – 2007 Omnibus Incentive Plan” for a description of such plan. The amounts actually paid pursuant to these 2022 award opportunities are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.(1) | | These columns relate to equity awards granted under the Omnibus Plan, the terms of which apply to all of the equity awards described in this table.(2) | | Reflects the grant date fair value calculated in accordance with FASB ASC Topic 718. For the assumptions used in determining the grant date fair value under FASB ASC Topic 718, please see Footnote 2 to the Summary Compensation Table.(3) | | For a description of the vesting terms of the award, please see Footnote 3 to the Outstanding Equity Awards at 2022 Fiscal Year-End Table.(4) | | For a description of the vesting terms of the award, please see Footnote 5 to the Outstanding Equity Awards at 2022 Fiscal Year-End Table.(5) | | For a description of the vesting terms of the award, please see Footnote 12 to the Outstanding Equity Awards at 2022 Fiscal Year-End Table.(6) |

  99. Grants of Plan-Based Awards for Fiscal 2022

    | | 2023 PROXY STATEMENT | 57 |

  100. Outstanding Equity Awards at 2022 Fiscal Year-End

    Outstanding Equity Awards at 2022 Fiscal Year-End The following table summarizes outstanding equity awards for each named executive officer as of December 31, 2022. All of the awards set forth in the table below are governed by the terms and conditions of the Omnibus Plan.

  101. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Rainer M. Blair | 2/24/2022 | – | 73,649(3) | 271.56 | 2/24/2032 | – | – | – | – | | | 2/24/2021 | – | 82,440(4) | 223.00 | 2/24/2031 | – | – | – | – | | | 5/15/2020 | – | 17,710(4) | 163.85 | 5/15/2030 | – | – | – | – | | | 2/24/2020 | – | 47,510(4) | 156.82 | 2/24/2030 | – | – | – | – | | | 2/24/2019 | – | 66,080(4) | 113.48 | 2/24/2029 | – | – | – | – | | | 2/24/2018 | 23,165 | 23,165(4) | 99.33 | 2/24/2028 | – | – | – | – | | | 2/24/2017 | 53,310 | – | 86.08 | 2/24/2027 | – | – | – | – | | | 2/24/2016 | 35,067 | – | 65.95 | 2/24/2026 | – | – | – | – | | | 11/15/2015 | 15,792 | – | 70.75 | 11/15/2025 | – | – | – | – | | | 2/24/2022 | – | – | – | – | – | – | 25,777(5) | 6,867,508 | | | 2/24/2021 | – | – | – | – | – | – | 53,020(5) | 14,170,125 | | | 5/15/2020 | – | – | – | – | – | – | 12,750(5) | 3,414,450 | | | 2/24/2020 | – | – | – | – | – | – | 29,460(6) | 7,894,691 | | | 2/24/2018 | – | – | – | – | 3,823(7) | 1,014,701 | – | – | | Matthew R. McGrew | 2/24/2022 | – | 22,358(3) | 271.56 | 2/24/2032 | – | – | – | – | | | 2/24/2021 | – | 24,730(4) | 223.00 | 2/24/2031 | – | – | – | – | | | 2/24/2020 | – | 33,650(4) | 156.82 | 2/24/2030 | – | – | – | – | | | 2/24/2019 | – | 38,180(4) | 113.48 | 2/24/2029 | – | – | – | – | | | 2/24/2018 | 24,712 | 6,178(8) | 99.33 | 2/24/2028 | – | – | – | – | | | 2/24/2017 | 13,860 | – | 86.08 | 2/24/2027 | – | – | – | – | | | 11/15/2015 | 42,882 | – | 70.75 | 11/15/2025 | – | – | – | – | | | 2/24/2015 | 8,211 | – | 65.83 | 2/24/2025 | – | – | – | – | | | 2/24/2022 | – | – | – | – | – | – | 7,826(5) | 2,085,003 | | | 2/24/2021 | – | – | – | – | – | – | 15,910(5) | 4,252,107 | | | 2/24/2020 | – | – | – | – | – | – | 20,870(6) | 5,592,743 | | | 2/24/2018 | – | – | – | – | 2,039(9) | 541,191 | – | – |

  102. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | 2023 PROXY STATEMENT | 58 |

  103. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Jennifer L. Honeycutt | 2/24/2022 | – | 17,097(3) | 271.56 | 2/24/2032 | – | – | – | – | | | 2/24/2021 | – | 3,300(10) | 223.00 | 2/24/2031 | – | – | – | – | | | 2/24/2021 | – | 17,810(4) | 223.00 | 2/24/2031 | – | – | – | – | | | 7/15/2020 | – | 12,050(10) | 188.34 | 7/15/2030 | – | – | – | – | | | 2/24/2020 | – | 12,870(10) | 156.82 | 2/24/2030 | – | – | – | – | | | 5/15/2019 | 1,236 | 2,474(10) | 131.05 | 5/15/2029 | – | – | – | – | | | 2/24/2019 | 7,932 | 5,288(8) | 113.48 | 2/24/2029 | – | – | – | – | | | 2/24/2018 | 9,272 | 2,318(8) | 99.33 | 2/24/2028 | – | – | – | – | | | 2/24/2017 | 10,670 | – | 86.08 | 2/24/2027 | – | – | – | – | | | 11/15/2016 | 3,860 | – | 79.63 | 11/15/2026 | – | – | – | – | | | 2/24/2016 | 9,361 | – | 65.95 | 2/24/2026 | – | – | – | – | | | 2/24/2022 | – | – | – | – | – | – | 5,984(5) | 1,594,257 | | | 2/24/2021 | – | – | – | – | – | – | 13,590(5) | 4,482,662 | | | 7/15/2020 | – | – | – | – | – | – | 8,440(5) | 2,258,713 | | | 2/24/2020 | – | – | – | – | – | – | 7,980(6) | 2,138,480 | | | 5/15/2019 | – | – | – | – | 767(11) | 203,577 | – | – | | | 2/24/2019 | – | – | – | – | 1,640(9) | 435,289 | – | – | | | 2/24/2018 | – | – | – | – | 765(9) | 203,046 | – | – | | Joakim Weidemanis | 2/24/2022 | – | 26,304(3) | 271.56 | 2/24/2032 | – | – | – | – | | | 2/24/2021 | – | 32,980(4) | 223.00 | 2/24/2031 | – | – | – | – | | | 5/15/2020 | – | 51,420(10) | 163.85 | 5/15/2030 | – | – | – | – | | | 2/24/2020 | – | 42,560(4) | 156.82 | 2/24/2030 | – | – | – | – | | | 2/24/2019 | – | 58,740(4) | 113.48 | 2/24/2029 | – | – | – | – | | | 2/24/2018 | 20,075 | 20,075(4) | 99.33 | 2/24/2028 | – | – | – | – | | | 2/24/2017 | 42,650 | – | 86.08 | 2/24/2027 | – | – | – | – | | | 11/15/2016 | 38,510 | – | 79.63 | 11/15/2026 | – | – | – | – | | | 2/24/2016 | 11,689 | – | 65.95 | 2/24/2026 | – | – | – | – | | | 2/24/2016 | 35,067 | – | 65.95 | 2/24/2026 | – | – | – | – | | | 2/24/2015 | 19,927 | – | 65.83 | 2/24/2025 | – | – | – | – | | | 5/15/2014 | 22,439 | – | 56.70 | 5/15/2024 | – | – | – | – | | | 2/24/2014 | 9,934 | – | 57.90 | 2/24/2024 | – | – | – | – | | | 2/24/2022 | – | – | – | – | – | – | 9,207(5) | 2,452,929 | | | 2/24/2021 | – | – | – | – | – | – | 21,210(5) | 5,668,585 | | | 2/24/2020 | – | – | – | – | – | – | 26,390(6) | 7,071,992 | | | 5/15/2020 | – | – | – | – | 18,515(11) | 4,914,251 | – | – | | | 2/24/2018 | – | – | – | – | 3,313(7) | 879,336 | – | – |

  104. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | 2023 PROXY STATEMENT | 59 |

  105. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Jose-Carlos Gutierrez-Ramos | 2/24/2022 | – | 12,626(3) | 271.56 | 2/24/2032 | – | – | – | – | | | 2/24/2021 | – | 13,190(10) | 223.00 | 2/24/2031 | – | – | – | – | | | 2/24/2022 | – | – | – | 0 | – | – | 4,419(5) | 1,177,310 | | | 2/24/2021 | – | – | – | 0 | – | – | 8,490(5) | 2,269,037 | | | 2/24/2022 | – | – | – | 0 | 2,210(12) | 586,578 | – | – | | | 2/24/2021 | – | – | – | 0 | 1,697(12) | 450,418 | – | – |

  106. Outstanding Equity Awards at 2022 Fiscal Year-End

    | With respect to the unexercisable options and unvested PSUs and RSUs reflected in the table above, the footnotes below describe the vesting terms applicable to the entire award of which such options, PSUs or RSUs are a part.(1) | | Market value is calculated based on (a) the closing price of Danaher’s Common Stock on December 31, 2022 as reported on the NYSE ($265.42 per share) times the number of shares, plus (b) in the case of PSUs, the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2022.(2) | | The option award was granted subject to time-based vesting conditions such that one-half of the award became or becomes exercisable on each of the third and fourth anniversaries of the grant date.(3) | | The option award was granted subject to time-based vesting conditions such that one-half of the award became or becomes exercisable on each of the fourth and fifth anniversaries of the grant date.(4) | | The number of shares of Common Stock that vest pursuant to the PSU award is based on the Company’s total shareholder return (TSR) ranking relative to the S&P 500 Index over an approximately three-year performance period. Payout at 100% of the target level requires that the Company achieve above-median performance and rank at the 55th percentile of the S&P 500 Index, while the PSUs pay out at 200% for performance that equals or exceeds the 75(th)percentile, 50% for performance at the 35(th)percentile and zero percent for performance below the 35(th)percentile. The payout percentages for performance between the performance levels are determined by linear interpolation. The Company’s three-year average ROIC beginning with the year of grant, compared to the Company’s ROIC for the immediately preceding year (the “baseline year”), can increase or decrease the number of shares that would otherwise vest by 10% (but cannot cause the payout percentage to exceed 200%). Notwithstanding the above, if the Company’s absolute TSR performance for the period is negative a maximum of 100% of the target PSUs will vest (regardless of how strong the Company’s performance is on a relative basis), and if the Company’s absolute TSR performance for the period is positive a minimum of 25% of the target PSUs will vest. Any PSUs that vest following the three-year performance period are subject to an additional two-year holding period and are paid out in shares of Company Common Stock following the fifth anniversary of the commencement of the performance period. For purposes of this table, the number of PSU shares and payout value reported in the table reflect maximum-level performance for PSUs granted in 2021 and target-level performance for PSUs granted in 2022; the 2020 PSUs are addressed separately in Footnote 6 below.(5) | | The number of shares and market value reported in the table reflect actual performance, since the three-year performance period for these PSU awards has concluded. These PSU awards were subject to the performance criteria set forth in Footnote 5, vested when the Company’s Compensation Committee certified the level of performance achieved, and remain subject to a holding period that concludes on the fifth anniversary of the commencement of the applicable performance period.(6) | | The RSU award was granted subject to both time-based and performance-based vesting conditions and prior to December 31, 2022, Danaher’s Compensation Committee certified that the performance-based vesting conditions applicable to the award have been satisfied. Pursuant to the time-based vesting conditions, one-half of the award vests or vested on each of the fourth and fifth anniversaries of the grant date.(7) | | The option award was granted subject to time-based vesting conditions such that one-fifth of the award became or becomes exercisable on each of the first five anniversaries of the grant date.(8) | | The RSU award was granted subject to time-based vesting conditions such that one-fifth of the award vests or vested on each of the first five anniversaries of the grant date.(9) | | The option award was granted subject to time-based vesting conditions such that one-third of the award became or becomes exercisable on each of the third, fourth and fifth anniversaries of the grant date.(10) | | The RSU award was granted subject to time-based vesting conditions such that one-third of the award vests or vested on each of the third, fourth and fifth anniversaries of the grant date.(11) | | The RSU award was granted subject to time-based vesting conditions such that one-third of the award vests or vested on each of the first three anniversaries of the grant date.(12) |

  107. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | 2023 PROXY STATEMENT | 60 |

  108. Option Exercises and Stock Vested During Fiscal 2022

    Option Exercises and Stock Vested During Fiscal 2022 The following table summarizes stock option exercises and the vesting of stock awards with respect to our named executive officers in 2022.

  109. Option Exercises and Stock Vested During Fiscal 2022

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting(#)(2) | Value Realized on Vesting($)(2) | | Rainer M. Blair | 25,000 | 5,826,427 | 48,525 | 13,269,222 | | Matthew R. McGrew | 18,935 | 4,118,960 | 26,496 | 7,248,297 | | Jennifer L. Honeycutt | 8,211 | 1,635,385 | 2,566 | 688,255 | | Joakim Weidemanis | 27,116 | 6,281,752 | 41,724 | 11,412,150 | | Jose-Carlos Gutierrez-Ramos | – | – | 848 | 230,283 |

  110. Option Exercises and Stock Vested During Fiscal 2022

    | Calculated by multiplying the number of shares acquired times the difference between the exercise price and the market price of Danaher Common Stock at the time of exercise.(1) | | Includes the PSU award shares set forth in the table below, which (together with the related cash dividend equivalent rights) following vesting remain subject to a mandatory holding period that extends until the end of 2023. “Value Realized on Vesting” is calculated based on (a) the number of shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day), plus (b) in the case of PSUs, the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of the vesting date.(2) |

  111. Option Exercises and Stock Vested During Fiscal 2022

    | Name | Number of PSU Shares That Vested(#) | Value Realized on Vesting($) | | Rainer M. Blair | 40,970 | 11,217,586 | | Matthew R. McGrew | 23,680 | 6,483,584 | | Jenifer L. Honeycutt | – | – | | Joakim Weidemanis | 36,420 | 9,971,796 | | Jose-Carlos Gutierrez-Ramos | – | – |

  112. Potential Payments Upon Termination or Change-of-Control as of 2022 Fiscal Year-End

    Potential Payments Upon Termination or Change-of-Control as of 2022 Fiscal Year-End The following table describes the payments and benefits that each named executive officer would be entitled to receive upon termination of employment or in connection with a change-of-control of Danaher. The amounts set forth below assume that the triggering event occurred on December 31, 2022. Where benefits are based on the market value of Danaher’s Common Stock, we have used the closing price of Danaher’s Common Stock as reported on the NYSE on December 31, 2022 ($265.42 per share). In addition to the amounts set forth below, upon any termination of employment each officer would also be entitled to:

  113. Potential Payments Upon Termination or Change-of-Control as of 2022 Fiscal Year-End

    | • | receive all payments generally provided to salaried employees on a non-discriminatory basis upon termination, such as accrued salary, life insurance proceeds (for any termination caused by death), unused vacation and 401(k) Plan distributions; | | • | potentially receive an annual cash incentive compensation award pursuant to the Omnibus Plan, since under the terms of the award a participant who remains employed through the end of the annual performance period is eligible for an award under the plan; | | • | receive accrued, vested balances under the EDIP, ECP, DCP and the Cash Balance Plan, if applicable (provided that under the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher); and | | • | exercise vested stock options (provided that under the terms of the Omnibus Plan, if an employee is terminated for gross misconduct, the administrator may terminate up to all of the participant’s unexercised or unvested equity awards). The terms of the EDIP, ECP, DCP and Omnibus Plan are described under “Summary of Employment Agreements and Plans.” |

  114. Potential Payments Upon Termination or Change-of-Control as of 2022 Fiscal Year-End

    | | 2023 PROXY STATEMENT | 61 |

  115. Potential Payments Upon Termination or Change-of-Control as of 2022 Fiscal Year-End

    | | | Termination/Change-of-Control Event(1) | | | | Named Executive Officer | Benefit | Termination Without Cause($) | Retirement($) | Death($)(2) | | Rainer M. Blair | Accelerated or continued vesting of stock options(3) | – | 18,605,129 | 24,343,166 | | | Accelerated or continued vesting of RSUs/PSUs(3) | – | 28,621,468 | 19,369,260 | | | Benefits continuation(4) | 22,107 | – | – | | | Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan(4) | 6,500,000 | – | – | | | TOTAL: | 6,522,107 | 47,226,597 | 43,712,426 | | Matthew R. McGrew | Accelerated or continued vesting of stock options | – | – | 11,530,610 | | | Accelerated or continued vesting of RSUs/PSUs | – | – | 8,256,328 | | | Benefits continuation(4) | 23,872 | – | – | | | Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan(4) | 878,460 | – | – | | | Value of unvested EDIP balance that would be accelerated(5) | – | – | 668,950 | | | TOTAL: | 902,332 | – | 20,455,888 | | Jennifer L. Honeycutt | Accelerated or continued vesting of stock options | – | – | 4,742,869 | | | Accelerated or continued vesting of RSUs/PSUs | – | – | 6,925,936 | | | Benefits continuation(4) | 22,267 | – | – | | | Cash payments under Senior Leader Severance Pay Plan(4) | 802,500 | – | – | | | TOTAL: | 824,767 | – | 11,668,805 | | Joakim Weidemanis | Accelerated or continued vesting of stock options | – | – | 23,502,969 | | | Accelerated or continued vesting of RSUs/PSUs | – | – | 14,521,160 | | | Benefits continuation(4) | 27,723 | – | – | | | Cash payments under Senior Leader Severance Pay Plan(4) | 972,400 | – | – | | | Value of unvested EDIP balance that would be accelerated(5) | – | – | 653,515 | | | TOTAL: | 1,000,123 | – | 38,677,644 | | Jose-Carlos Gutierrez-Ramos | Accelerated or continued vesting of stock options | – | – | 559,520 | | | Accelerated or continued vesting of RSUs/PSUs | – | – | 1,887,876 | | | Benefits continuation(4) | 28,365 | – | – | | | Cash payments under Senior Leader Severance Pay Plan(4) | 754,000 | – | – | | | Value of unvested ECP balance that would be accelerated(5) | – | – | 46,048 | | | TOTAL: | 782,365 | – | 2,493,444 |

  116. Potential Payments Upon Termination or Change-of-Control as of 2022 Fiscal Year-End

    The values reflected in the table above and the footnotes below relating to the acceleration of stock options, RSUs and PSUs reflect the intrinsic value (that is, the value based on the price of Danaher’s Common Stock, and in the case of stock options minus the exercise price) of the options, RSUs and PSUs (with respect to PSUs, assuming (a) target-level performance in the case of death before the end of the relevant performance period, (b) actual performance in the case of death at the conclusion of the relevant performance period, and (c) in the case of retirement, termination without cause or change-of-control, assuming actual performance for the 2020 PSUs, maximum-level performance for the 2021 PSUs, and target-level performance for the 2022 PSUs) that would vest or would have vested as a result of the specified event of termination or change-of-control occurring as of December 31, 2022. The level of PSU performance assumed for purposes of this table is consistent with the methodology applied for purposes of the “Outstanding Equity Awards at 2022 Fiscal Year-End” table. With respect to PSUs, the values reflected in the table above and the footnotes below also include the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2022.

  117. Potential Payments Upon Termination or Change-of-Control as of 2022 Fiscal Year-End

    | | 2023 PROXY STATEMENT | 62 |

  118. Potential Payments Upon Termination or Change-of-Control as of 2022 Fiscal Year-End

    | For a description of the treatment upon a change-of-control of outstanding equity awards granted under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.” The tabular disclosure assumes that upon a change-of-control of Danaher (as defined in the Omnibus Plan), Danaher’s Board does not accelerate the vesting of any unvested RSUs, PSUs or stock options held by the named executive officers. If a change-of-control had occurred as of December 31, 2022 and Danaher’s Board had allowed all of the unvested RSUs, PSUs and stock options held by the named executive officers to accelerate (which would be entirely at the Board’s discretion), the intrinsic value of the stock options, RSUs and PSUs held by these officers that would have been accelerated would have been as follows (no tax reimbursement or gross-up payments would have been triggered by such accelerations): Stock options: Mr. Blair, $24,343,166; Mr. McGrew, $11,530,610; Ms. Honeycutt, $4,742,869; Mr. Weidemanis, $23,502,969; and Dr. Gutierrez-Ramos, $559,520. RSUs and PSUs: Mr. Blair, $33,361,475; Mr. McGrew, $12,471,044; Ms. Honeycutt, $10,465,426; Mr. Weidemanis, $20,987,094; and Dr. Gutierrez-Ramos, $4,483,344.(1) | | The terms of the Omnibus Plan provide for accelerated vesting of a participant’s stock options and a pro rata portion of a participant’s RSUs and PSUs (at target value) if the participant dies during employment. For a description of these provisions under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.”(2) | | If Mr. Blair had retired as of December 31, 2022, he would have qualified for “early retirement” treatment under the terms of the Omnibus Plan, which provides for, among other terms, continued vesting of certain of the participant’s stock options, RSUs and PSUs (based on the actual performance level achieved) following early retirement. For a description of these provisions under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.”(3) | | Please see “Summary of Employment Agreements and Plans” for a description of the respective benefits and cash payments each officer would be entitled to if Danaher terminates the officer’s employment without cause, as well as a description of the post-employment restrictive covenant obligations of each officer. The amounts set forth in the table assume that the officer would have executed Danaher’s standard release in connection with any termination without cause.(4) | | Under the terms of the EDIP and ECP, upon a participant’s death the unvested portion of the Company contributions that have been credited to the participant’s account would immediately vest.(5) |

  119. Potential Payments Upon Termination or Change-of-Control as of 2022 Fiscal Year-End

    | | 2023 PROXY STATEMENT | 63 |

  120. 2022 Nonqualified Deferred Compensation

    2022 Nonqualified Deferred Compensation The table below sets forth for each named executive officer information regarding (1) participation in the EDIP and the ECP, as applicable, (2) participation in the DCP (if any) and (3) PSUs that vested in 2022 and remain subject to a mandatory holding period that extends until the end of 2023. There were no withdrawals by or distributions to any of the named executive officers from the EDIP, ECP or DCP in 2022. For a description of the EDIP, ECP and DCP, please see “Summary of Employment Agreements and Plans – Supplemental Retirement Program”; for a description of the PSUs, please see “Compensation Discussion and Analysis – Analysis of 2022 Named Executive Officer Compensation – Long-Term Incentive Awards.”

  121. 2022 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions In Last FY($)(1) | Registrant Contributions In Last FY($)(2) | Aggregate Earnings In Last FY($)(3) | Aggregate Balance At Last FYE($)(4) | | Rainer M. Blair | EDIP | – | 288,000 | (640,074) | 2,721,349 | | | Vested PSUs(5) | – | 11,217,586 | (210,586) | 11,007,000 | | Matthew R. McGrew | EDIP | – | 107,811 | (224,784) | 955,643 | | | Vested PSUs(5) | – | 6,483,584 | (121,715) | 6,361,869 | | Jennifer L. Honeycutt | EDIP | – | 168,750 | (879,578) | 3,753,779 | | | DCP | 832,869 | – | (121,307) | 1,100,356 | | Joakim Weidemanis | EDIP | – | 168,480 | (990,955) | 4,583,708 | | | DCP | – | – | (138,872) | 816,350 | | | Vested PSUs(5) | – | 9,971,796 | (187,199) | 9,784,597 | | Jose-Carlos Gutierrez-Ramos | ECP | – | 49,300 | (3,252) | 46,048 | | | DCP | 411,510 | – | (41,832) | 369,678 |

  122. 2022 Nonqualified Deferred Compensation

    | Consists of contributions to the DCP of the following amounts reported in the Summary Compensation Table:(1) |

  123. 2022 Nonqualified Deferred Compensation

    | Name | 2022 Salary (Reported in Summary Compensation Table for 2022)($) | Non-Equity Incentive Plan Compensation Earned With Respect to 2021 but Deferred in 2022 (Reported in Summary Compensation Table for 2021)($) | | Rainer M. Blair | – | – | | Matthew R. McGrew | – | – | | Jennifer L. Honeycutt | 64,119 | 768,750 | | Joakim Weidemanis | – | – | | Jose-Carlos Gutierrez-Ramos | – | N/A |

  124. 2022 Nonqualified Deferred Compensation

    | | 2023 PROXY STATEMENT | 64 |

  125. 2022 Nonqualified Deferred Compensation

    | The EDIP or ECP amounts set forth in this column (as applicable) are included as 2022 compensation under the “All Other Compensation” column in the 2022 Summary Compensation Table. The PSU amounts set forth in this column (including related cash dividend equivalent rights) are included in the “Stock Awards-Value Realized on Vesting” column in the “Option Exercises and Stock Vested During Fiscal 2022” table.(2) | | None of the amounts set forth in this column are included as compensation in the 2022 Summary Compensation Table. For a description of the EDIP/ECP/DCP earnings rates, please see “Summary of Employment Agreements and Plans.” The table below shows each notional earnings option that was available under the EDIP, ECP and/or DCP as of December 31, 2022 and the rate of return for each such option for the calendar year ended December 31, 2022 (the rate of return is net of investment management fees, fund expenses and administrative charges, as applicable):(3) |

  126. 2022 Nonqualified Deferred Compensation

    | Investment Option | Rate of Return from January 1, 2022 Through December 31, 2022 (%) | Investment Option | Rate of Return from January 1, 2022 Through December 31, 2022 (%) | | Active International Equity Fund | -9.06% | BlackRock LifePath® Index 2065 Fund | -18.29% | | BlackRock LifePath® Index 2025 Fund | -15.30% | T. Rowe Price Large Cap Core Growth Separate Account | -38.10% | | BlackRock LifePath® Index 2030 Fund | -16.03% | Small/Mid Cap Equity Index Fund | -18.47% | | BlackRock LifePath® Index 2035 Fund | -16.71% | Large Cap Equity Index Fund | -18.18% | | BlackRock LifePath® Index 2040 Fund | -17.36% | Managed Income Portfolio II Class 3 | 1.45% | | BlackRock LifePath® Index 2045 Fund | -17.95% | The London Company Income Equity Separate Account | -11.40% | | BlackRock LifePath® Index 2050 Fund | -18.25% | International Equity Index Fund | -16.28% | | BlackRock LifePath® Index 2055 Fund | -18.28% | Bond Fund | -13.41% | | BlackRock LifePath® Index 2060 Fund | -18.28% | Bond Index Fund | -13.02% | | BlackRock LifePath® Index Retirement Fund | -14.69% | Active Small Cap Equity Fund | -15.62% | | The Danaher Corporation Stock Fund | -19.03% | Diversified Real Return Fund | -8.36% | | Cohen & Steers Realty Shares Fund | -24.96% | | |

  127. 2022 Nonqualified Deferred Compensation

    | Of these balances, the following amounts were reported in the Summary Compensation Table for previous years: Mr. Blair, $665,400; Mr. McGrew, $290,961; Ms. Honeycutt, $287,925; Mr. Weidemanis, $392,445; and Dr. Gutierrez-Ramos, $49,300.(4) | | Represents PSUs that vested in February 2022 but remain subject to a mandatory holding period that extends until the end of 2023. The dollar value reported under “Registrant Contributions in Last FY” is based on (a) the number of PSU shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day), plus (b) the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of the vesting date. The dollar value reported under “Aggregate Balance at Last FYE” is based on (x) the number of PSU shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on December 31, 2022, plus (y) the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2022. The dollar value reported under “Aggregate Earnings in Last FY” is equal to the difference between the award value as of December 31, 2022 and the award value as of respective vesting date.(5) |

  128. 2022 Pension Benefits

    2022 Pension Benefits The table below shows as of December 31, 2022, the present value of accumulated benefits payable to Ms. Honeycutt under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan (the “Cash Balance Plan”), which is the only defined benefit pension plan in which any of the named executive officers participates. The Cash Balance Plan is part of the Danaher Corporation & Subsidiaries Pension Plan, a funded pension plan qualified under Section 401(a) of the Internal Revenue Code (the “Code”). Prior to the inception of the Cash Balance Plan in 1997, Danaher made annual contributions to the defined contribution retirement plans of substantially all of its United States salaried employees, in an amount equal to 3% of the employee’s annual, eligible base salary. From 1997 through 2003, in lieu of these contributions, Danaher credited the same level of contributions to the Cash Balance Plan for each covered employee. As of December 31, 2003, the plan was frozen with respect to substantially all participants under the plan (including Ms. Honeycutt) and no further contributions will be made with respect to such participants under the plan. All accrued benefits under the plan for these participants became 100% vested as of such date. All account balances under the plan with respect to these participants (including Ms. Honeycutt) now increase each year at a rate equal to the annual rate of interest on 30-year Treasury securities for the month of November immediately preceding the applicable plan year. Upon termination of employment, a participant receives their vested accrued benefit in cash or as an annuity (based on the participant’s election).

  129. 2022 Pension Benefits

    | | 2023 PROXY STATEMENT | 65 |

  130. 2022 Pension Benefits

    The material assumptions used in quantifying the present value of the accumulated benefit at December 31, 2022 are as follows: an interest crediting rate (applied from the plan measurement date until normal retirement age) of 3.50%; a retirement age of 65, which is normal retirement age under the Cash Balance Plan; payment of the accrued obligations in a lump sum upon retirement; and the discount rates as set forth in Note 16 to Danaher’s consolidated financial statements included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2022. There were no payments made to any named executive officers under the Cash Balance Plan in 2022.

  131. 2022 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(#)(1) | Present Value of Accumulated Benefits($)(2) | | Rainer M. Blair | – | – | – | | Matthew R. McGrew | – | – | – | | Jennifer L. Honeycutt | Cash Balance Plan of Danaher Corporation & Subsidiaries Pension Plan | 7.0 | 20,133 | | Joakim Weidemanis | – | – | – | | Jose-Carlos Gutierrez-Ramos | – | – | – |

  132. 2022 Pension Benefits

    | Represents the number of years the named executive officer participated in the Cash Balance Plan before it was frozen in 2003 with respect to new Danaher contributions.(1) | | Calculated as of December 31, 2022, the pension plan measurement date used in Danaher’s financial statements as of and for the year ended December 31, 2022.(2) |

  133. Pay Versus Performance

    Pay Versus Performance The disclosure in this section shall not be deemed to be incorporated by reference into any prior or subsequent filing by Danaher under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent Danaher specifically incorporates it by reference therein. Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:

  134. Pay Versus Performance

    | • | A list of the most important measures that our Compensation Committee used in 2022 to link a measure of pay calculated in accordance with Item 402(v) (referred to as “compensation actually paid”, or “CAP”) to Company performance; | | • | A table that compares the total compensation of our named executive officers’ (also known as NEOs) as presented in the Summary Compensation Table (“SCT”) to CAP and that compares CAP to specified performance measures; and | | • | Graphs that describe: |

  135. Pay Versus Performance

    | • | the relationships between CAP and our cumulative total shareholder return (“TSR”), GAAP Net Income, and our Company selected measure, non-GAAP adjusted diluted net earnings per common share from continuing operations (“Adjusted EPS”); and | | • | the relationship between our TSR and the TSR of the S&P 500 Health Care Index (“Peer Group TSR”). |

  136. Pay Versus Performance

    Salary, Bonus, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT. There are two primary differences between the calculation of CAP and SCT total compensation:

  137. Pay Versus Performance

    | | 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) |

  138. Pay Versus Performance

    | Includes any dividends paid on equity awards in the fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award.(1) |

  139. Pay Versus Performance

    This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making executive compensation decisions, nor does it use GAAP Net Income or Peer Group TSR for purposes of determining executive incentive compensation. Please refer to our Compensation Discussion and Analysis on pages 40 to 54 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance. Our Most Important Metrics Used for Linking Pay and Performance. As required by Item 402(v), below are the most important metrics our Committee used to link executive pay to performance for 2022. Our stock price performance, as reflected by our absolute TSR, directly impacts the value of the equity compensation awards we grant to executive officers. Each of the other metrics below are used for purposes of determining payouts under either our executive annual cash incentive compensation program or our executive PSU program.

  140. Pay Versus Performance

    | • | Absolute TSR | | • | Relative TSR compared to S&P 500 TSR | | • | Adjusted EPS (non-GAAP) | | • | Adjusted Free Cash Flow to Adjusted Net Income Ratio (non-GAAP) | | • | Core Revenue Growth (non-GAAP) |

  141. Pay Versus Performance

    Adjusted EPS is the most heavily weighted metric used to determine Company performance under our executive annual cash incentive compensation program. The Committee weights Adjusted EPS most heavily in the Company performance formula because it believes Adjusted EPS correlates strongly with shareholder returns, particularly since Adjusted EPS is calculated in a manner that focuses on gains and charges the Committee believes are most directly related to Company operating performance during the period. Accordingly, Adjusted EPS is the Company-selected measure included in the table and graphs that follow.

  142. Pay Versus Performance

    | | 2023 PROXY STATEMENT | 67 |

  143. Pay Versus Performance

    Pay Versus PerformanceTable. In accordance with Item 402(v), we provide below the tabular disclosure for the Company’s President and Chief Executive Officer (“CEO”) (our Principal Executive Officer) and the average of our NEOs other than the CEO for 2022, 2021 and 2020.

  144. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(1) (a) | Summary Compensation Table Total for First PEO (b1) | Compensation Actually Paid to First PEO(2) (c1) | Summary Compensation Table Total for Second PEO (b2) | Compensation Actually Paid to Second PEO(2) (c2) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Total Share- holder Return(3) (f) | Peer Group Total Share- holder Return(3) (g) | Net Income(4) (h) | Adjusted EPS(5) (i) | | 2022 | $20,196,027 | $190,304 | $0 | $0 | $6,641,306 | $(930,613) | $175 | $140 | $7,209 | $10.97 | | 2021 | $17,152,267 | $59,455,992 | $0 | $0 | $6,225,036 | $26,481,836 | $216 | $143 | $6,433 | $10.00 | | 2020 | $10,396,761 | $32,944,487 | $16,763,956 | $83,394,550 | $6,786,580 | $20,676,667 | $145 | $113 | $3,646 | $5.11 |

  145. Pay Versus Performance

    | For 2020, 2021 and 2022, the First PEO is Rainer Blair. In 2020, the Second PEO is Thomas Joyce. The other NEOs in 2020 were Joakim Weidemanis, Angela Lalor, Matthew McGrew and Brian Ellis; in 2021, the other NEOs were Messrs. Weidemanis and McGrew and Mss. Lalor and Jennifer Honeycutt; and in 2022, the other NEOs were Messrs. Weidemanis and McGrew, Dr. Jose-Carlos Gutierrez-Ramos and Ms. Honeycutt.(1) | | To calculate CAP (columns (c1), (c2), and (e)), the following amounts were deducted from and added to the applicable SCT total compensation:(2) |

  146. Pay Versus Performance

    | | | PEO 1 | | | | Prior FYE Current FYE Fiscal Year | | 12/31/2019 12/31/2020 2020 | 12/31/2020 12/31/2021 2021 | 12/31/2021 12/31/2022 2022 | | SCT Total | | $10,396,761 | $17,152,267 | $20,196,027 | | — | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(6,585,590) | $(11,384,877) | $(14,268,274) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $12,507,143 | $22,940,973 | $14,744,612 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year | $15,738,917 | $30,678,296 | $(14,993,297) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $887,256 | $69,332 | $(5,488,764) | | — | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | COMPENSATION ACTUALLY PAID | | $32,944,487 | $59,455,992 | $190,304 | | | | PEO 2 | | | | Prior FYE Current FYE Fiscal Year | | 12/31/2019 12/31/2020 2020 | 12/31/2020 12/31/2021 2021 | 12/31/2021 12/31/2022 2022 | | SCT Total | | $16,763,956 | $0 | $0 | | — | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(11,748,524) | $0 | $0 | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $24,040,706 | $0 | $0 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year | $53,508,940 | $0 | $0 | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $829,471 | $0 | $0 | | — | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | COMPENSATION ACTUALLY PAID | | $83,394,550 | $0 | $0 |

  147. Pay Versus Performance

    | | 2023 PROXY STATEMENT | 68 |

  148. Pay Versus Performance

    | | | Non-PEO NEOs | | | | Prior FYE Current FYE Fiscal Year | | 12/31/2019 12/31/2020 2020 | 12/31/2020 12/31/2021 2021 | 12/31/2021 12/31/2022 2022 | | SCT Total | | $6,786,580 | $6,225,036 | $6,641,306 | | — | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(4,178,109) | $(3,370,721) | $(3,945,270) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $7,853,538 | $6,792,180 | $4,069,305 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year | $9,403,554 | $16,443,088 | $(5,970,277) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $811,104 | $392,253 | $(1,725,677) | | — | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | COMPENSATION ACTUALLY PAID | | $20,676,667 | $26,481,836 | $(930,613) |

  149. Pay Versus Performance

    | The fair value of performance stock units (PSUs) used in the calculation of CAP (columns (c1), (c2), and (e)) was determined using a Monte Carlo simulation valuation model, in accordance with ASC 718. The fair value of option awards used in the calculation of CAP was determined using the Black-Scholes option pricing model, in accordance with ASC 718. In both cases, the assumptions used in these calculations are not materially different than those used for purposes of the Summary Compensation Table. | | Reflects TSR indexed to $100 for each of the Company and the S&P 500 Health Care Index, which is an industry line peer group reported in the performance graph included in the Company’s 2022 Annual Report on Form 10-K.(3) | | Values shown are in millions.(4) | | Please see page 43 for a definition of Adjusted EPS. Values shown reflect Adjusted EPS as calculated for purposes of our executive compensation program for the applicable reporting year.(5) |

  150. Pay Versus Performance

    | | 2023 PROXY STATEMENT | 69 |

  151. Pay Versus Performance

    Relationship between CAP and TSR. The chart below reflects the relationship between the PEO1, PEO2 and Average NEO CAP versus our TSR and the Peer Group TSR. As reflected in the graph below, the Company’s 3-year cumulative TSR exceeds the Peer Group TSR.

  152. Pay Versus Performance

    | | 2023 PROXY STATEMENT | 70 |

  153. Pay Versus Performance

    Relationship between CAP and GAAP Net Income. The chart below reflects the relationship between the PEO and Average NEO CAP and our GAAP Net Income. Relationship between CAP and Adjusted EPS (our Company-Selected Measure). The chart below reflects the relationship between the PEO CAP and Average NEO CAP and our Adjusted EPS.

  154. Pay Versus Performance

    | | 2023 PROXY STATEMENT | 71 |

  155. Pay Ratio Disclosure

    Pay Ratio Disclosure Provided below is information about the relationship of the annual total compensation of Rainer M. Blair, our President and Chief Executive Officer, and the annual total compensation of the median of our employees other than Mr. Blair. The pay ratio set forth below is a reasonable estimate calculated in a manner consistent with applicable SEC rules. In light of the numerous different methodologies, assumptions, adjustments and estimates that companies may apply as permitted under the SEC rules, this information should not be used as a basis for comparison between different companies. For 2022, our last completed fiscal year:

  156. Pay Ratio Disclosure

    | • | the annual total compensation of Mr. Blair, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $20,196,027; | | • | the annual total compensation of the median of all Danaher employees (other than Mr. Blair) was $64,979; and | | • | the ratio of the annual total compensation of Mr. Blair to the annual total compensation of the median of all other Company employees was 311 to 1. |

  157. Pay Ratio Disclosure

    For purposes of the 2022 CEO pay ratio set forth above, we used the same median employee identified with respect to our 2021 CEO pay ratio, as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure.

  158. Pay Ratio Disclosure

    | | 2023 PROXY STATEMENT | 72 |

  159. Retirement and Other Terminations of Employment

    Retirement and Other Terminations of Employment Subject to certain terms and conditions set forth in the Omnibus Plan or the applicable award agreement (including the overall term of the award), in general:

  160. Retirement and Other Terminations of Employment

    | • | upon retiring after reaching age 65, (1) a participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date (or the tenth anniversary with respect to grants made on or after January 1, 2022), (2) any RSUs that are unvested as of the retirement date (and, for grants on or after January 1, 2022, held for at least six months prior to retirement) continue to vest according to their terms, (3) for PSUs granted prior to January 1, 2022, the participant receives a prorated portion of the shares actually earned based on the Company’s performance over the performance period, and (4) for PSUs granted on or after January 1, 2022 and held for at least six months prior to retirement, the participant receives the shares actually earned based on the Company’s performance over the performance period; and | | • | upon retiring after reaching age 55 and completing ten years of service with Danaher: |

  161. Retirement and Other Terminations of Employment

    | • | with respect to grants on or after February 23, 2015 and prior to January 1, 2022, (1) a pro rata portion of the participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date, (2) a pro rata portion of any RSUs that are unvested as of the retirement date continue to vest according to their terms, and (3) with respect to PSUs, the participant receives a prorated portion of the shares actually earned based on the Company’s performance over the performance period. | | • | with respect to grants on or after January 1, 2022 and held for at least six months prior to retirement, (1) the participant’s unvested options continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date, (2) any RSUs that are unvested as of the retirement date continue to vest according to their terms, and (3) the participant receives the PSU shares actually earned based on the Company’s performance over the performance period. |

  162. Retirement and Other Terminations of Employment

    Upon terminations of employment other than retirement (as defined under the Omnibus Plan), unless the Administrator determines otherwise any options or SARs that are vested as of a participant’s termination of employment (including any options or SARs the vesting of which accelerates as a result of the participant’s death) will remain exercisable until the earlier of the expiration of the award’s term or (1) 12 months after termination, if the termination results from the participant’s death or disability, (2) in the Administrator’s discretion, at the time of termination if the participant’s employment is terminated for gross misconduct, or (3) 90 days following the termination date, in all other non-retirement situations. If an award survives for any period of time following termination of employment, it will nonetheless terminate as of the date that the participant violates any post-employment covenant between Danaher and the participant. In addition, upon termination of a participant’s employment or service due to death, generally (1) all of the participant’s outstanding stock options granted under the Omnibus Plan become fully vested, (2) the vesting of a pro rata portion of the participant’s outstanding RSUs is accelerated as of the date of death, and (3) with respect to PSUs as to which the death occurs prior to conclusion of the performance period, the participant’s estate receives a pro rata portion of the target number of shares underlying the PSUs.

  163. Proposal 5 – Independent Board Chairman

    Proposal 5 – Independent Board Chairman Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office the Chairman and the office of the CEO. Whenever possible, the Chairman of the Board shall be an Independent Director. The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis. It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. A lead director is no substitute for an independent Board Chairman. The Danaher Lead Director, Ms. Linda Filler violates the most important attribute of a Lead Director – independence. As director tenure goes up director independence goes down. Ms. Filler has 18-years director tenure at Danaher. It is amazing the number of companies that claim that a Lead Director is some sort of substitute for an independent Board Chairman and then select a director with the longest tenure as Lead Director. Ms. Filler received 107 million against votes in 2022. One of the primary functions of an independent Chairman of the Board is the manage the Board of Director which is lacking at Danaher. For example 5 Danaher directors each received between 100 million and 200 million against votes each in 2022: Linda Filler, lead director. Teri List Walter Lohr, age 79, overdue for retirement with 40-years DHR director tenure. Shane Sanders, sad since Mr. Sanders is a relatively new director. John Schwieters, age 83, overdue for retirement with 20-years DHR director tenure. According to the 2022 annual meeting proxy the Danaher so-called Lead Director has only 4 duties: Presides over certain meetings if they occur in a given year. Can call a meeting of certain directors but cannot call a meeting of the entire Board. Can act as a liaison but only as necessary. Can edit the Board’s agenda. The ascending complexities of a company with $175 Billion in market capitalization, like Danaher, increasingly demand that 2 persons fill the 2 most important jobs at Danaher on an enduring basis – Chairman and CEO Please vote yes: