DEF 14A of Danaher Corp /De/
Filed Mar 27, 2024 · FY20230001308179-24-000303
Director Nominee Diversity
Director Nominee Diversity Skills and Experience
Named Executive Officers’ 2023 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 | 8,068,474 | 7,509,417 | 3,541,200 | 0 | 484,191 | 20,903,282 | | Matthew R. McGrew, Executive Vice President and CFO | 966,310 | 0 | 2,555,306 | 2,377,957 | 1,350,418 | 0 | 245,561 | 7,495,552 | | Joakim Weidemanis, Executive Vice President | 1,008,480 | 0 | 2,958,575 | 2,753,420 | 1,535,411 | 0 | 215,799 | 8,471,685 | | Georgeann Couchara, Senior Vice President, Human Resources | 660,000 | 0 | 1,840,043 | 1,745,775 | 878,922 | 0 | 125,077 | 5,249,817 | | Jose-Carlos Gutierrez-Ramos, Senior Vice President and Chief Science Officer | 784,160 | 0 | 2,604,987 | 2,503,057 | 1,116,409 | 0 | 188,572 | 7,197,185 |
Election of Directors
Election of Directors We are seeking your support for the election of the thirteen 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 2025 Annual Meeting of shareholders and until their successor is duly elected and qualified. We extend our gratitude to Mr. Walter G. Lohr, Jr., who will be retiring from our Board as of the 2024 Annual Meeting, for his years of dedicated service to Danaher. Although as of the date of this Proxy Statement the number of directors is fixed at fourteen, the Board has adopted a resolution that effective as of the time of the 2024 Annual Meeting, the size of the Board will be reduced to thirteen. We believe the nominees set forth below have qualifications consistent with our position as a large, global and diversified science and technology company. We also believe these nominees have the experience and perspective to guide Danaher as we seek to sustainably expand our business in high-growth geographies and high-growth market segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services, adjust to rapidly changing technologies, business cycles and competition and address the demands of an increasingly regulated environment. Set forth below is biographical information regarding each candidate as of March 15, 2024. Proxies cannot be voted for a greater number of persons than the thirteen nominees named in this Proxy Statement. In the event a nominee declines or is unable to serve, the proxies may be voted in the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this will occur.
Director Nominees
Director Nominees
Director Nominees
| Rainer M. Blair (Age 59) | Director Since: | Other Public Directorships: | | Chief Executive Officer | 2020 | None |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Global/International • Life Sciences • Product Innovation | • M&A • Public Company CEO and/or President | • Executive • Finance • Science & Technology |
Director Nominees
| 2024 Notice of Annual Meeting and Proxy Statement | 11 |
Director Nominees
| Feroz Dewan (Age 47) | Director Since: | Other Public Directorships: | | Independent | 2022 | None |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Global/International | • Accounting | • Finance | | • Digital Technology | • Finance | • Nominating and Governance | | • M&A | | • Science & Technology |
Director Nominees
| Linda Filler (Age 64) | Director Since: | Other Public Directorships: | | Independent | 2005 | The Carlyle Group | | | | Veralto Corporation |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Global/International • Product Innovation • M&A | • Public Company CEO and/or President • Branding/Marketing | • Nominating and Governance (Chair) • Science & Technology |
Director Nominees
| 2024 Notice of Annual Meeting and Proxy Statement | 12 |
Director Nominees
| Teri List (Age 61) | Director Since: | Other Public Directorships: | | Independent | 2011 | Microsoft Corporation | | | | Visa Inc. | | | | lululemon athletica inc. |
Director Nominees
Ms. List served as Executive Vice President and Chief Financial Officer of Gap Inc., a global clothing retailer, from January 2017 until March 2020. Prior to joining Gap, she served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from August 2015 to August 2016, and with Kraft Foods Group, Inc., a food and beverage company, as Advisor from March 2015 to May 2015, as Executive Vice President and Chief Financial Officer from December 2013 to February 2015 and as Senior Vice President of Finance from September 2013 to December 2013. From 1994 to September 2013, Ms. List served in a series of progressively more responsible positions in the accounting and finance organization of The Procter & Gamble Company, a consumer goods company, most recently as Senior Vice President and Treasurer. Prior to joining Procter & Gamble, Ms. List was employed by the accounting firm of Deloitte & Touche for almost ten years. Within the past five years, Ms. List served on the board of directors of Oscar Health, Inc. and DoubleVerify Holdings, Inc. Ms. List’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 2023, Ms. List attended all of the meetings of the Board and of the committees on which she served.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Global/International | • Accounting | • Audit | | • Digital Technology | • Finance | • Compensation | | • M&A | | |
Director Nominees
| Jessica L. Mega, MD, MPH (Age 49) | Director Since: 2019 | Other Public Directorships: Boston Scientific Corporation | | Independent | | |
Director Nominees
Dr. Mega served as Chief Medical and Scientific Officer at Verily Life Sciences LLC, a subsidiary of Alphabet Inc. focused on life sciences and healthcare, from March 2015 to January 2023. Prior to joining Verily, she served as Cardiologist and Senior Investigator at Brigham & Women’s Hospital from 2008 to March 2015. Dr. Mega has also served as a faculty member at Harvard Medical School and a senior investigator with the TIMI Study Group, where she helped lead international trials evaluating novel cardiovascular therapies and directed the genetics program. 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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Life Sciences | • Digital Technology | • Compensation | | • Healthcare Management | • Government, legal or regulatory | • Science & Technology |
Director Nominees
| 2024 Notice of Annual Meeting and Proxy Statement | 13 |
Director Nominees
| Mitchell P. Rales | Director Since: | Other Public Directorships: | | (Age 67) | 1983 | ESAB Corporation | | Chairman of the Executive Committee | | |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Global/International • M&A | • Public Company CEO and/or President • Finance | • Executive (Chair) • Finance (Chair) |
Director Nominees
| Steven M. Rales | Director Since: | Other Public Directorships: | | (Age 72) | 1983 | None | | Chairman of the Board | | |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Global/International • M&A | • Public Company CEO and/or President • Finance | • Executive • Finance • Science & Technology |
Director Nominees
| 2024 Notice of Annual Meeting and Proxy Statement | 14 |
Director Nominees
| Pardis C. Sabeti, MD, D.PHIL (Age 48) | Director Since: 2019 | Other Public Directorships: None |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Life Sciences | • Digital Technology | • Science & Technology | | • Diagnostics | | |
Director Nominees
| A. Shane Sanders | Director Since: | Other Public Directorships: | | (Age 61) | 2021 | Commvault | | Independent | | |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Global/International | • Accounting | • Audit | | • Digital Technology | • Finance | • Nominating and Governance | | • M&A | | |
Director Nominees
| 2024 Notice of Annual Meeting and Proxy Statement | 15 |
Director Nominees
| John T. Schwieters | Director Since: | Other Public Directorships: | | (Age 84) | 2003 | Veralto Corporation | | Independent | | |
Director Nominees
Mr. Schwieters served as Principal of Perseus TDC, a real estate investment and development firm, from July 2013 to May 2023. He also served as a Senior Executive of Perseus, LLC, a merchant bank and private equity fund management company, from May 2012 to June 2016 and as Senior Advisor from March 2009 to May 2012. In addition to his roles with Perseus, Mr. Schwieters led the Mid-Atlantic region of one of the world’s largest accounting firms after previously leading that firm’s tax practice in the Mid-Atlantic region, and has served on the boards and chaired the audit committees of several NYSE-listed public companies. He brings to Danaher extensive knowledge and experience in the areas of public accounting, tax accounting and finance, which are areas of critical importance to Danaher as a large, global and complex public company.
Director Nominees
| Skills and Qualifications: | | Committees: | | • M&A | • Accounting | • Audit (Chair) | | • Finance | | • Nominating and Governance |
Director Nominees
| Alan G. Spoon (Age 72) | Director Since: | Other Public Directorships: | | Independent | 1999 | Fortive Corporation | | | | IAC/InterActiveCorp | | | | Match Group, Inc. |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Product Innovation • Digital Technology • M&A | • Public Company CEO and/or President • Finance | • Compensation (Chair) |
Director Nominees
| 2024 Notice of Annual Meeting and Proxy Statement | 16 |
Director Nominees
| Raymond C. Stevens, PH.D. (Age 60) | Director Since: 2017 | Other Public Directorships: Structure Therapeutics | | Independent | | |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Global/International • Life Sciences | • Public Company CEO and/or President • Product Innovation | • Audit • Science & Technology |
Director Nominees
| Elias A. Zerhouni, MD | Director Since: | Other Public Directorships: | | (Age 72) | 2009 | OPKO Health, Inc. | | Independent | | |
Director Nominees
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.
Director Nominees
| Skills and Qualifications: | | Committees: | | • Global/International • Life Sciences • Diagnostics | • Public Company CEO and/or President • Healthcare management • Government. legal or regulatory | • Science & Technology (Chair) • Nominating and Governance |
Director Nominees
| ü | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOREGOING NOMINEES. |
Director Nominees
| 2024 Notice of Annual Meeting and Proxy Statement | 17 |
Board Selection and Refreshment
Board Selection and Refreshment
Director Selection
Director Selection The Board and its Nominating and Governance Committee believe that it is important that our directors demonstrate:
Director Selection
| • | personal and professional integrity and character; | | • | prominence and reputation in the director’s profession; | | • | skills, expertise and background (including business or other relevant experience) that in aggregate are useful and appropriate in overseeing and providing strategic direction with respect to Danaher’s business and serving the long-term interests of Danaher’s shareholders; | | • | the capacity and desire to represent the interests of the shareholders as a whole; and | | • | availability to devote sufficient time to the affairs of Danaher. |
Director Selection
The Nominating and Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. Nominees may be suggested by directors, members of management, shareholders or by a third-party search firm engaged by the Committee. The Committee considers a wide range of factors when assessing potential director nominees. This includes consideration of the current composition of the Board, any perceived need for one or more particular areas of expertise, the balance of management and independent directors, the need for committee-specific expertise, evaluations of other prospective nominees and the qualifications of each potential nominee relative to the attributes, skills and experience described above. When Danaher recruits a director candidate, either a search firm engaged by the Committee or a member of the Board contacts the prospect to assess interest and availability. The candidate will then meet with members of the Board and at the same time, the Committee with the support of the search firm will conduct such further inquiries as the Committee deems appropriate. A background check is completed before a final recommendation is made to appoint a candidate to the Board. A shareholder who wishes to recommend a prospective nominee for the Board should notify the Nominating and Governance Committee in writing using the procedures described below under “Other Information – Communications with the Board of Directors” with whatever supporting material the shareholder considers appropriate. If a prospective nominee has been identified other than in connection with a director search process initiated by the Committee, an initial determination is made as to whether to conduct a full evaluation of the candidate based primarily on whether a new or additional Board member is necessary or appropriate at such time, the likelihood that the prospective nominee can satisfy the evaluation factors described above, any additional inquiries the Committee may, in its discretion, conduct and any other factors the Committee may deem appropriate.
Director Nominee Skills, Expertise, and Diversity
Director Nominee Skills, Expertise, and Diversity Diversity is an important consideration in the Board’s decision-making with respect to Board composition. The Board does not have a formal or informal policy with respect to diversity but believes that the Board, taken as a whole, should embody a diverse set of skills, knowledge, experiences and backgrounds appropriate in light of the Company’s needs, and in this regard also subjectively takes into consideration the diversity (including with respect to age, race, gender, national origin and U.S. military veteran status) of the Board when considering director nominees. More than half of the Company’s director nominees for the 2024 annual meeting are diverse from a gender and/or race/ethnicity perspective, two nominees are U.S. military veterans, and our nominees represent a broad range of ages and national origins.
Director Nominee Skills, Expertise, and Diversity
| 2024 Notice of Annual Meeting and Proxy Statement | 18 |
Director Nominee Skills, Expertise, and Diversity
The chart that follows illustrates the diverse set of skills, expertise and backgrounds represented by the Company’s 2024 director nominees.
Director Nominee Skills, Expertise, and Diversity
| Skills and Expertise | | Blair | Dewan | Filler | List | Mega | M. Rales | S. Rales | Sabeti | Sanders | Schwieters | Spoon | Stevens | Zerhouni | | | Global/International | | | | | | | | | | | | | | | | Life Sciences | | | | | | | | | | | | | | | | Diagnostics | | | | | | | | | | | | | | | | Healthcare Management | | | | | | | | | | | | | | | | Product Innovation | | | | | | | | | | | | | | | | Digital Technology | | | | | | | | | | | | | | | | M&A | | | | | | | | | | | | | | | | Public Company Ceo and/or President | | | | | | | | | | | | | | | | Accounting | | | | | | | | | | | | | | | | Finance | | | | | | | | | | | | | | | | Branding/Marketing | | | | | | | | | | | | | | | | Government, Legal or Regulatory | | | | | | | | | | | | | | | Age | | 59 | 47 | 64 | 61 | 49 | 67 | 72 | 48 | 61 | 84 | 72 | 60 | 72 | | Gender | | M | M | F | F | F | M | M | F | M | M | M | M | M | | Race/Ethnicity* | | C | SA | C | C | C | C | C | M | B | C | C | C | N | | Born Outside U.S. | | | | | | | | | | | | | | | | U.S. Military Veteran | | | | | | | | | | | | | | |
Director Nominee Skills, Expertise, and Diversity
“B” refers to Black “C” refers to Caucasian (other than Middle Eastern or North African descent) “M” refers to Middle Eastern descent “N” refers to North African descent “SA” refers to South Asian
Director Nominee Skills, Expertise, and Diversity
| Director Nominee Age | Director Nominees Who Joined Board Within Last 5 Years | Gender and Racial/ Ethnic Diversity of Director Nominees | | | | |
Director Nominee Skills, Expertise, and Diversity
| 2024 Notice of Annual Meeting and Proxy Statement | 19 |
Director Compensation
Director Compensation
Non-Management Director Compensation Program
Non-Management Director Compensation Program
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:
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. |
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 $500,000 per calendar year with respect to any non-executive Board chair or vice chair).
2024 Non-Management Director Compensation Structure
2024 Non-Management Director Compensation Structure Director cash retainers are paid quarterly in arrears. Director annual equity awards are divided equally (based on target award value) between options and RSUs. The options are fully vested as of the grant date. The RSUs vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of Danaher’s shareholders following the grant date, but the underlying shares are not issued until the earlier of the director’s death or the first day of the seventh month following the director’s retirement from the Board. Danaher also reimburses directors for Danaher-related out-of-pocket expenses, including travel expenses.
2024 Non-Management Director Compensation Structure
| 2024 Notice of Annual Meeting and Proxy Statement | 33 |
Director Summary Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) (2) | Option Awards ($)(1) (2) | Total ($) | | Feroz Dewan(3) | — | 221,730 | 96,403 | 318,133 | | Linda Filler | 189,000 | 96,730 | 96,403 | 382,133 | | Teri List | 125,000 | 96,730 | 96,403 | 318,133 | | Walter G. Lohr, Jr. | 135,000 | 96,730 | 96,403 | 328,133 | | Jessica L. Mega, MD, MPH | 125,000 | 96,730 | 96,403 | 318,133 | | Pardis C. Sabeti, MD, D. Phil.(3) | — | 221,730 | 96,403 | 318,133 | | A. Shane Sanders(3) | — | 223,730 | 96,403 | 320,133 | | John T. Schwieters | 158,000 | 96,730 | 96,403 | 351,133 | | Alan G. Spoon(3) | — | 241,730 | 96,403 | 338,133 | | Raymond C. Stevens, Ph.D.(3) | — | 221,730 | 96,403 | 318,133 | | Elias A. Zerhouni, MD(3) | — | 241,730 | 96,403 | 338,133 |
Compensation Discussion and Analysis
| Table of Contents | | | Executive Summary | 44 | | Risk Considerations | 49 | | Analysis of 2023 Named Executive Officer Compensation | 49 | | Peer Group Compensation Analysis | 56 | | Named Executive Officer Compensation Framework | 58 | | Other Compensation Policies and Information | 58 |
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.
Key Recent Changes to Executive Compensation Program
| • | the adoption of an incremental, additional compensation clawback policy to complement our already-rigorous clawback policy (as discussed in further detail below); | | • | shortening of the vesting period for stock options granted to executive officers to four years, to most effectively balance retention considerations with the traditional, long-term focus of our program; | | • | introduction of a core revenue growth performance metric in our executive short-term incentive compensation program; and | | • | making our executive long-term incentive compensation program entirely performance-based. |
2023 Annual Executive Compensation
| Pay Element: Annual Long-Term Incentive Compensation (Equity) | Pay Element: Annual Cash Incentive Compensation | | Primary Objectives: • Attract, retain and motivate skilled executives • Align the interests of management and shareholders by ensuring that realized compensation is: - in the case of stock options, commensurate with long-term changes in share price; and - in the case of PSUs, tied to (1) long-term changes in share price at all performance levels, and (2) relative TSR performance and attainment of average ROIC performance goals. Performance Requirement: • 4-year, time-based vesting schedule and a 10-year term • Options only have/increase in value if Danaher stock price increases • 3-year relative TSR (and average ROIC performance as a modifier) • 2-year holding period (incremental to 3-year performance period) Key Committee Considerations in Determining 2023 Compensation: • This pay element represented the most significant component of compensation for each NEO for 2023. • This pay element has the heaviest weighting of all our executive compensation program elements because it best supports our retention and motivation objectives and most directly aligns the interests of our executives with shareholders. • From time to time, we also grant time-vesting RSUs to executive officers, such as for retention purposes or in connection with new hires or promotions. | Primary Objectives: • Motivate executives to achieve near-term operational and financial goals that support our long-term business objectives and strategic priorities • Attract, retain and motivate skilled executives • Allow for meaningful pay differentiation tied to annual performance of individuals and groups Form: Cash Performance Requirement: Key Committee Considerations in Determining 2023 Compensation: • This pay element represented the second-most significant component of compensation for each NEO for 2023. Its focus on near-term performance and the cash nature of the award complements the longer-term, equity- based compensation elements of our program. | | Pay Element: Fixed Annual Compensation | Pay Element: Other Compensation | | Primary Objectives • Provide sufficient fixed compensation to (1) mitigate incentive to pursue inappropriate risk-taking to maximize variable pay, and (2) allow a reasonable standard of living relative to peers Form: Cash Performance Requirement: N/A Key Committee Considerations in Determining 2023 Compensation: • Base salary should be sufficient to avoid competitive disadvantage while facilitating a sustainable fixed cost structure. • We also periodically use fixed cash bonuses for recruitment and retention purposes to attract and retain high-performing executives. | Primary Objectives: • Make our total executive compensation plan competitive • Improve cost-effectiveness by delivering perceived value that exceeds our actual costs Form: Employee benefit plans; limited perquisites; severance benefits Performance Requirement: N/A Key Committee Considerations in Determining 2023 Compensation: • We believe these elements of compensation make our total executive compensation plan competitive and are generally commensurate with the benefits offered by our peers. • We believe the limited perquisites we offer are cost-effective in that the perceived value is higher than our actual cost, and they help to maximize the amount of time and focus that executives spend on Danaher business. |
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 policies that are triggered even in the absence of wrongdoing | | No defined benefit pension program for any NEO | | | Minimum one-year vesting requirement for 95% of shares granted under the Company’s stock plan | | No hedging of Danaher securities permitted | | | Stock ownership requirements for all executive officers | | No long-term incentive compensation is denominated or paid in cash (other than PSU dividend accruals) | | | Limited perquisites and a cap on CEO/CFO personal aircraft usage | | No above-market returns on deferred compensation plans | | | Independent compensation consultant that performs no other services for the Company | | No overlapping performance metrics between short-term and long-term incentive compensation programs |
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 policies that are triggered even in the absence of wrongdoing and were expanded in 2023 | • 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 |
Long-Term Incentive Awards
Long-Term Incentive Awards
Equity Award Mix
Equity Award Mix
Annual Equity Awards
Annual Equity Awards With respect to each of the NEO’s 2023 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 incentivizes and rewards shareholder value creation while supporting our talent retention objectives:
Annual Equity Awards
| • | Stock options and PSUs inherently incentivize shareholder value creation since option holders realize no value unless our stock price rises after the option grant date and the value of PSUs is tied directly to the Company’s TSR performance relative to the S&P 500. | | • | Our 2023 NEO stock options vest over four years and have a ten-year term and our 2023 NEO PSUs are subject to a three-year performance period and a further two-year holding period. In aggregate, these periods promote stability and encourage officers to take a long-term view of our performance. | | • | The Committee believes our stock option award program in particular has contributed significantly to our strong 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. |
Special Equity Awards
Special Equity Awards In 2023, in addition to their annual equity awards, each of Dr. Gutierrez-Ramos and Ms. Couchara received a special equity grant, with the target award value split evenly between stock options and time-vesting RSUs. Please see the “Grants of Plan-Based Awards” table for the grant date fair value of the special equity awards granted to each of these NEOs. Since Dr. Gutierrez-Ramos and Ms. Couchara are relatively new executive officers, the Committee intended for these additional grants to enhance the amount and retention value of their Danaher equity stakes. In addition to the benefits of stock options highlighted above, the Committee believes the use of RSUs on a selective basis supports the Company’s executive officer retention objectives while also reinforcing long-term shareholder value creation. While RSUs offer more modest upside potential than stock options or PSUs, during periods of stock market declines or modest growth they are more likely to support our talent retention objectives. In addition, RSUs inherently incentivize shareholder value creation since their value is tied directly to our stock price at all valuation levels, and the four-year vesting period promotes stability and encourages officers to take a long-term view of our performance.
Special Equity Awards
| 2024 Notice of Annual Meeting and Proxy Statement | 50 |
PSU Performance Criteria
PSU Performance Criteria The executive officer PSUs granted in 2023 are subject to two performance criteria:
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 developed a payout curve that requires above-median performance to earn the target opportunity and upper quartile results to earn the maximum number of shares, as illustrated in the table below:
Relative TSR
| Performance Level (Relative TSR Rank Within S&P 500 Index) | Payout Percentage | | Below 35th percentile | 0% | | 35th percentile | 50% | | 55th percentile | 100% | | 75th percentile or above | 200% |
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.
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.
Vesting and Holding Period
Vesting and Holding Period With respect to the PSUs granted in 2023, 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 and holding periods 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.
PSUs Earned for 2021 – 2023 Performance Period
PSUs Earned for 2021 – 2023 Performance Period PSUs for the 2021 – 2023 performance period, which ended December 31, 2023, were earned and certified in February 2024 based on an earned payout percentage of 66%, resulting from (1) the Company’s three-year absolute TSR of 9.59% ranking at the 39th percentile relative to the TSRs of the companies in the S&P 500 index as of the beginning of the performance period (February 24, 2021), and (2) a Three-Year Average ROIC Change of 519 basis points. These PSUs remain subject to a further mandatory holding period that runs through 2025.
Annual Incentive Awards
Annual Incentive Awards
Target Bonus Percentage and Personal Payout Percentage
Target Bonus Percentage and Personal Payout Percentage In May 2023, 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.
Target Bonus Percentage and Personal Payout Percentage
| 2024 Notice of Annual Meeting and Proxy Statement | 52 |
Target Bonus Percentage and Personal Payout Percentage
| Executive Officer | Target Bonus Percentage | 2023 Personal Performance Objectives | | Rainer M. Blair President and Chief Executive Officer | 200% | Consisted of the degree of Danaher’s year-over-year improvement with respect to core revenue growth, operating profit margin expansion, earnings per share and free cash flow; and qualitative goals relating to the Veralto Spin-Off, the integration of Danaher’s Cytiva and Pall Life Sciences businesses and other key strategic initiatives; capital allocation and deployment; senior talent recruitment, development and succession planning; and the Company’s DE+I objectives. | | Matthew R. McGrew Executive Vice President and CFO | 125% | Consisted of the degree of Danaher’s year-over-year improvement with respect to core revenue growth, operating profit margin expansion, earnings per share performance and free cash flow growth; and qualitative goals relating to the Veralto Spin-Off, further strengthening engagement, talent management, talent development and succession planning in the finance organization, the Company’s DE+I objectives, DBS excellence with respect to finance processes, the Company’s information technology organization, capital deployment, the Company’s sustainability positioning and the further development of the Company’s investor base. | | Joakim Weidemanis Executive Vice President | 125% | Consisted of the degree of year-over-year improvement in his business units with respect to core revenue growth, operating profit margin expansion and working capital turnover; 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, on-time delivery, manufacturing quality, associate engagement, talent development and succession planning, and the Company’s DE+I objectives; and qualitative goals relating to capital deployment, sustainability, strategic plans and initiatives, and innovation and science capabilities, processes, and organization. | | Georgeann Couchara Senior Vice President, Human Resources | 115% | Consisted of quantitative goals relating to internal fill rate, engagement and retention of employees; and qualitative goals relating to talent development and succession planning, the Veralto Spin-Off, change management capabilities, further strengthening the human resources organization and operations, DBS excellence in the human resources function, the talent acquisition organization and processes, capital deployment support, the Company’s DE+I objectives and the programs and processes supporting achievement of such objectives. | | Jose-Carlos Gutierrez-Ramos Senior Vice President and Chief Science Officer | 115% | Consisted of qualitative goals relating to science and technology culture and talent development, strategic initiatives, DBS excellence and innovation in the research and development (R&D) function, engagement with external thought leaders, strengthening capital allocation processes and further incorporating sustainability considerations into the Company’s R&D function; and quantitative goals relating to capital allocation. |
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 meaningfully performance-based.
Determining Personal Payout Percentage
Determining Personal Payout Percentage Following the end of 2023, 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:
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 |
Determining Personal Payout Percentage
| 2024 Notice of Annual Meeting and Proxy Statement | 53 |
Determining Personal Payout Percentage
| • | 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. |
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 four “Core Behaviors” (which are a set of standards and behaviors that Danaher associates are expected to aspire to and are assessed against), the executive’s overall performance for the year, the size of the Company Payout Percentage for the year, and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. Without limiting the foregoing, with respect to the executive officer team’s 2023 performance as a whole the Committee considered in particular the Company’s 2023 financial performance relative to the challenging macro-economic environment impacting most of the Company’s businesses; portfolio optimization achievements, including successful completion of the Veralto Spin-Off and Abcam acquisition; and the Company’s proactiveness during the year in identifying and executing upon opportunities to invest in the Company’s future financial, strategic and competitive positioning. The average Personal Payout Percentage of the NEOs (other than Mr. Blair) was 156%. The Company awarded Mr. Blair a Personal Payout Percentage of 165% for 2023, based primarily on the Company’s financial and operational performance relative to the challenging macro-economic environment impacting most of the Company’s businesses; portfolio optimization achievements, including successful completion of the Veralto Spin-Off and Abcam acquisition; progress in further enhancing the Company’s innovation and strategy development processes, strategic direction and science and technology organization and capabilities; and leadership recruitment and development and progress against the Company’s DE+I objectives.
Company Payout Percentage
Company Payout Percentage The Company Payout Percentage is formulaic, based on the Company’s 2023 performance against the Adjusted EPS, Free Cash Flow Ratio and Core Revenue Growth metrics described above and below and in Appendix A (the “Metrics”). The Committee weights Adjusted EPS most heavily in the formula because it believes Adjusted EPS correlates strongly with shareholder returns, particularly since Adjusted EPS is calculated in a manner that focuses on gains and charges the Committee believes are most directly related to Company operating performance during the period. The Committee also uses the Free Cash Flow Ratio to help validate the quality of the Company’s earnings, and Core Revenue Growth to incentivize an appropriate balance between profitability and growth. For each of the Metrics, the Committee established threshold, target and maximum levels of Company performance, as well as a payout percentage curve that related each level of performance to a payout expressed as a percentage of target bonus. The payout percentage was 0% for below-threshold performance, 50% for threshold performance, 100% for target performance and 200% for performance that equaled or exceeded the maximum. The payout percentages for performance between threshold and target, or between target and maximum, respectively, were determined by linear interpolation. In determining the target performance level and payout percentage curve for the Metrics, the Committee considered historical performance data for the Company and its peer group, analyst estimates for the Company’s peer group, the Company’s annual budget and macroeconomic/end-market trends. The Committee set the 2023 threshold, target and maximum performance values for the Metrics lower than for 2022 primarily because the elevated levels of COVID-19 related customer and end-user demand in 2022 were not expected to (and did not) repeat in 2023, as the pandemic’s evolution to endemic status diminished demand and as many customers re-purposed pandemic-period inventory. However, the Compensation Committee believes the performance values it established for 2023 appropriately reflected the applicable economic and operating environment and incentivized attractive, relative performance. Specifically, 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. In addition, when the Committee established the 2023 award opportunity, it also provided that upon the consummation of the Veralto Spin-Off in 2023, the threshold, target and maximum levels would be adjusted as applicable to exclude the Veralto business, and the Company’s 2023 performance would be evaluated excluding any contributions from Veralto. The performance values set forth below reflect such adjustment.
Company Payout Percentage
| 2024 Notice of Annual Meeting and Proxy Statement | 54 |
Company Payout Percentage
Following the end of 2023, the Company Payout Percentage was calculated as follows:
Company Payout Percentage
| | 2023 Performance/Payout Matrix | | | | | | | Metric | Threshold Performance Level | Target Performance Level | Maximum Performance Level | Payout % (Before Weighting) | Metric Weighting | Weighted Payout % | | Adjusted EPS | | | | 97.8% | | 59% | | Free Cash Flow Ratio | | | | 107.0% | | 21% | | Core Revenue Growth | | | | 66.7% | | 13% | | | | | | Company Payout Percentage: 93% (as rounded) | | |
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 2023 annual cash incentive compensation awards for each of the NEOs are set forth in the Summary Compensation Table.
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 2023, the Committee subjectively determined 2023 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.
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.
Severance Benefits
| 2024 Notice of Annual Meeting and Proxy Statement | 55 |
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.
Executive Compensation Peer Group Prior to November 2023
Executive Compensation Peer Group Prior to November 2023 Prior to November 2023, the Company’s peer group (for purposes of all 2023 executive compensation decisions) consisted of the companies set forth below:
Executive Compensation Peer Group Prior to November 2023
| 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. | | |
Executive Compensation Peer Group Prior to November 2023
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.
Executive Compensation Peer Group Prior to November 2023
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Executive Compensation Peer Group Prior to November 2023
The table below sets forth for this peer group and Danaher information regarding revenue, net income and total assets (based on the most recently reported four quarters for each company as of September 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.
Executive Compensation Peer Group Prior to November 2023
| ($ IN MILLIONS, EXCEPT NUMBER OF EMPLOYEES) | Revenue | Market Capitalization | Net Income (From continuing operations excluding extraordinary items) | Total Assets | Employees | | 75th percentile | $43,502 | $192,052 | $6,823 | $90,080 | 96,000 | | Median | $30,070 | $119,799 | $5,143 | $56,247 | 67,500 | | 25th 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% |
Executive Compensation Peer Group Prior to November 2023
The peer group compensation data that the Committee reviewed in 2023 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.
Executive Compensation Peer Group as of November 2023
Executive Compensation Peer Group as of November 2023 The Committee periodically reviews the companies included in the peer group to ensure that the peer group remains appropriate. In November 2023, the Committee evaluated the existing peer group with the assistance of FW Cook (using the same selection criteria described above) and replaced 3M, Baxter, Ecolab and Honeywell with Agilent, Gilead and Merck. The Committee made these updates to the peer group to better reflect the Company’s size and portfolio of businesses following the September 2023 Veralto Spin-Off. Set forth below is the Company’s peer group as of November 2023:
Executive Compensation Peer Group as of November 2023
| Abbott Laboratories | Boston Scientific Corporation | Johnson & Johnson | | AbbVie Inc. | Bristol-Myers Squibb Company | Medtronic Inc. | | Agilent Technologies | Eli Lilly and Company | Merck & Co. | | Amgen Inc. | Gilead Sciences | Stryker Corporation | | Becton Dickinson & Co. | IQVIA Holdings Inc. | Thermo Fisher Scientific Inc. |
Executive Compensation Peer Group as of November 2023
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 1, 2023), market capitalization (as of September 1, 2023) and employee headcount (based on each company’s most recent fiscal year end as of September 1, 2023), in each case derived from the Standard & Poor’s Capital IQ database. The financial data for Danaher reflects estimates of what such data would be on a basis that excludes Veralto.
Executive Compensation Peer Group as of November 2023
| ($ IN MILLIONS, EXCEPT NUMBER OF EMPLOYEES) | Revenue | Market Capitalization | Net Income (From continuing operations excluding extraordinary items) | Total Assets | Employees | | 75th percentile | $44,356 | $239,780 | $7,230 | $93,797 | 90,500 | | Median | $29,516 | $129,566 | $5,140 | $73,354 | 51,000 | | 25th percentile | $19,251 | $88,145 | $2,146 | $45,213 | 36,650 | | Danaher | $25,200 | $176,099 | $4,900 | $79,500 | 63,600 | | Danaher Percentile Rank | 34% | 64% | 49% | 53% | 55% |
Executive Compensation Peer Group as of November 2023
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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 award value attributable to PSUs and RSUs, respectively, has been translated into a target number of PSUs or a number of RSUs, as applicable, based on fair market value. The target dollar award value attributable to stock options has been translated into a number of stock options based on the actual Black Scholes value used in the Company’s financial statements with respect to the particular grant. The exercise price for stock option awards granted under the Omnibus Plan equals the closing price of Danaher’s Common Stock on the date of grant (or on the immediately preceding trading day if the date of grant is not a trading day).
Long-Term Incentive Compensation Grant Practices
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Clawback Policies
| • | the portion of annual incentive compensation awarded during specified periods that would not have been awarded had the affected financial statements been correctly stated; and | | • | all annual incentive compensation awarded to, gains from stock option exercises by and other stock compensation-related benefits received by the covered person during specified periods if such person’s fraud or intentional misconduct alone or with others caused such restatement. |
Clawback Policies
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.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table sets forth the 2023 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, 2023, known as our “named executive officers.”
2023 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 ($) | | Rainer M. Blair, President and CEO | 2023 | 1,300,000 | 0 | 8,068,474 | 7,509,417 | 3,541,200 | 0 | 484,191 | 20,903,282 | | | 2022 | 1,300,000 | 0 | 7,239,213 | 7,029,061 | 4,222,400 | 0 | 405,353 | 20,196,027 | | | 2021 | 1,200,000 | 0 | 5,124,383 | 6,260,494 | 4,128,000 | 0 | 439,390 | 17,152,267 | | Matthew R. McGrew, Executive Vice President and CFO | 2023 | 966,310 | 0 | 2,555,306 | 2,377,957 | 1,350,418 | 0 | 246,087 | 7,496,078 | | | 2022 | 878,460 | 0 | 2,197,854 | 2,133,848 | 1,783,270 | 0 | 189,912 | 7,183,344 | | | 2021 | 798,600 | 0 | 1,537,702 | 1,877,996 | 1,697,025 | 0 | 188,184 | 6,099,507 | | Joakim Weidemanis, Executive Vice President | 2023 | 1,008,480 | 0 | 2,958,575 | 2,753,420 | 1,535,411 | 0 | 215,799 | 8,471,685 | | | 2022 | 972,400 | 0 | 2,585,694 | 2,510,454 | 1,951,750 | 0 | 206,319 | 8,226,617 | | | 2021 | 936,000 | 0 | 2,049,947 | 2,504,501 | 1,965,600 | 0 | 157,966 | 7,614,014 | | Georgeann Couchara, Senior Vice President, Human Resources | 2023 | 660,000 | 0 | 1,840,043 | 1,745,775 | 878,922 | 0 | 125,077 | 5,249,817 | | Jose-Carlos Gutierrez-Ramos, | 2023 | 784,160 | 0 | 2,604,987 | 2,503,057 | 1,116,409 | 0 | 188,572 | 7,197,185 | | Senior Vice President and Chief Science Officer | 2022 | 754,000 | 0 | 1,835,920 | 1,205,025 | 1,408,170 | 0 | 81,942 | 5,285,057 |
2023 Summary Compensation Table
| (1) The following table sets forth the amount, if any, of salary and/or non-equity incentive compensation that each named executive officer deferred into the DCP with respect to each of the years reported above: |
2023 Summary Compensation Table
| | Amount of Salary Deferred Into DCP ($) | | | Amount of Non-Equity Incentive Compensation Deferred Into DCP ($) | | | | Name of Officer | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | | Rainer M. Blair | – | 0 | 0 | – | – | – | | Matthew R. McGrew | – | 0 | 0 | – | – | – | | Joakim Weidemanis | – | 0 | 0 | – | – | – | | Georgeann Couchara | 32,942 | N/A | N/A | 43,946 | N/A | N/A | | Jose-Carlos Gutierrez-Ramos | – | – | N/A | – | – | N/A |
2023 Summary Compensation Table
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2023 Summary Compensation Table
| (2) The amounts reflected in these columns represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity grants made in the applicable year: With respect to stock options, the grant date fair value under FASB ASC Topic 718 has been calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures): |
2023 Summary Compensation Table
| Name of Officer | Date of Grant | Risk-Free Interest Rate | Stock Price Volatility Rate | Dividend Yield | Option Life | | Couchara | May 15, 2023 | 3.48% | 28.36% | 0.48% | 7.0 years | | Blair, McGrew, Weidemanis, Couchara, Gutierrez-Ramos | February 24, 2023 | 4.10% | 28.02% | 0.43% | 7.0 years | | Blair, McGrew, Weidemanis, Gutierrez-Ramos | February 24, 2022 | 1.94% | 30.23% | 0.37% | 7.5 years | | Blair, McGrew, Weidemanis | February 24, 2021 | 1.08% | 31.39% | 0.38% | 7.5 years |
2023 Summary Compensation Table
All stock awards reflected in the table above were granted in the form of performance stock units (PSUs), except that a portion of Dr. Gutierrez-Ramos’ 2023 and 2022 stock awards and a portion of Ms. Couchara’s 2023 stock award were granted in the form of RSUs. With respect to RSUs, the grant date fair value under FASB ASC Topic 718 was calculated based on the number of shares of Common Stock underlying the RSU, times the closing price of the Common Stock on the date of grant (but discounted to account for the fact that RSUs do not accrue dividend rights prior to vesting and distribution). With respect to PSUs, the grant date fair value under FASB ASC Topic 718 has been calculated based on the probable outcome of the applicable performance conditions and a Monte Carlo simulation valuation model modified to reflect an illiquidity discount (as a result of the mandatory two-year post-vesting holding period), using the following significant assumptions (since the performance criteria applicable to the performance stock units are considered a “market condition,” footnote disclosure of the award’s potential maximum value is not required):
2023 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, Weidemanis, Couchara, Gutierrez-Ramos | February 24, 2023 | 27.77% | 34.14% | 4.51% | 0.00% | 29.01% | 4.72% | 0.43% | | Blair, McGrew, Weidemanis, Gutierrez-Ramos | February 24, 2022 | 27.01% | 38.88% | 1.69% | 0.00% | 29.72% | 1.53% | 0.37% | | Blair, McGrew, Weidemanis | February 24, 2021 | 26.20% | 38.62% | 0.22% | 0.00% | 27.76% | 0.12% | 0.38% |
2023 Summary Compensation Table
| (3) We do not provide any above-market or preferential earnings on compensation that is deferred by any NEO. | | (4) The following table describes the elements of compensation included in “All Other Compensation” for 2023: |
2023 Summary Compensation Table
| Name | Company 401(k) Contributions ($) | Company EDIP/ECP Contributions ($) | Other ($) | Total 2023 All Other Compensation ($) | | Rainer M. Blair | 22,960 | 312,000 | 149,231(a) | 484,191 | | Matthew R. McGrew | 22,960 | 118,592 | 104,535(b) | 246,087 | | Joakim Weidemanis | 22,960 | 175,219 | 17,620(c) | 215,799 | | Georgeann Couchara | 22,960 | 59,289 | 42,828(d) | 125,077 | | Jose-Carlos Gutierrez-Ramos | 14,400 | 121,506 | 52,666(e) | 188,572 |
2023 Summary Compensation Table
| (a) Includes $88,836 relating to personal use of the Company’s aircraft and $39,067 related to tickets for entertainment events, plus amounts related to tax preparation/professional services and parking expenses. The incremental cost to the Company of the personal aircraft use is calculated by multiplying the total number of personal flight hours times the average direct variable operating costs (including costs related to fuel, on-board catering, maintenance expenses related to operation of the plane during the year, landing and parking fees, navigation fees, related ground transportation, crew accommodations and meals and supplies) per flight hour for the particular aircraft for the year, net of any applicable employee reimbursement. The aircraft fleet is maintained primarily for business travel. We do not include in the average direct variable operating costs any fixed costs that do not change based on usage, such as crew salaries, aircraft insurance premiums, hangar lease payments, the lease or acquisition cost of the aircraft, exterior paint and other maintenance, inspection and capital improvement costs intended to cover a multi-year period. Mr. Blair’s perquisite allowance for personal use of the Company aircraft is limited to $125,000 annually and Mr. Blair is required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $125,000. The incremental cost to the Company of tickets for entertainment events is calculated based on the Company’s out-of-pocket costs for such tickets. |
2023 Summary Compensation Table
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2023 Summary Compensation Table
| (b) Includes $50,000 relating to personal use of Danaher’s aircraft and $32,681 related to tickets for entertainment events, plus amounts related to tax preparation/professional services and parking expenses. The incremental cost to the Company of the personal aircraft use and tickets to entertainment events are calculated in the same manner as set forth in Footnote 4(a) above. Mr. McGrew’s perquisite allowance for personal use of the Company aircraft is limited to $50,000 annually and Mr. McGrew is required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $50,000. | | (c) Consists of amounts related to tax preparation/professional services. | | (d) Consists of amounts related to tax preparation/professional services, tickets to entertainment events and parking expenses. | | (e) Consists of $27,147 related to tax preparation/professional services and $25,518 related to commuting expenses and lodging. The incremental cost to the Company of the tax preparation/professional services and commuting expenses/lodging is calculated based on the Company’s out-of-pocket costs for such services. |
Grants of Plan-Based Awards for Fiscal 2023
Grants of Plan-Based Awards for Fiscal 2023 The following table sets forth certain information regarding grants of plan-based awards to each of our named executive officers in 2023. As discussed in further detail in “Compensation Discussion and Analysis—Treatment of Equity-Based Compensation Upon Veralto Spin-Off,” all of the share amounts and option exercise prices set forth below reflect adjustments pursuant to the anti-dilution provisions of the Omnibus Plan to account for the Veralto Spin-Off and preserve the intrinsic value of each award.
Grants of Plan-Based Awards for Fiscal 2023
| | | | | | | | | | | All other Option Awards: Number of Securities Underlying | | | | | | | | | | | | | | | | Grant Date Fair Value of stock And Option | | | | | | Estimated Possible Payouts | | | Estimated Future Payouts | | | | Exercise or Base Price of Option | | | | | | | Under Non-Equity Incentive | | | Under Equity Incentive Plan | | | | | | | | | | Committee | Plan Awards(1) | | | Awards(2) | | | | | | | | | Grant | Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | Options | Awards | Awards | | Name | | Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(2) | ($/Share) | ($)(3) | | Rainer M. Blair | Annual cash incentive compensation | 5/9/2023 | 5/9/2023 | 1,300,000 | 2,600,000 | 5,200,000 | — | — | — | — | — | — | | | Stock options(4) | 2/24/2023 | 2/22/2023 | — | — | — | — | — | — | 91,602 | 221.29 | 7,509,417 | | | Performance stock units(5) | 2/24/2023 | 2/22/2023 | — | — | — | 8,474 | 33,893 | 67,786 | — | — | 8,068,474 | | Matthew R. McGrew | Annual cash incentive compensation | 5/9/2023 | 5/9/2023 | 603,944 | 1,207,888 | 2,415,776 | — | — | — | — | — | — | | | Stock options(4) | 2/24/2023 | 2/22/2023 | — | — | — | — | — | — | 29,007 | 221.29 | 2,377,957 | | | Performance stock units(5) | 2/24/2023 | 2/22/2023 | — | — | — | 2,684 | 10,734 | 21,468 | — | — | 2,555,306 | | Joakim Weidemanis | Annual cash incentive compensation | 5/9/2023 | 5/9/2023 | 630,300 | 1,260,600 | 2,521,200 | — | — | — | — | — | — | | | Stock options(4) | 2/24/2023 | 2/22/2023 | — | — | — | — | — | — | 33,587 | 221.29 | 2,753,420 | | | Performance stock units(5) | 2/24/2023 | 2/22/2023 | — | — | — | 3,107 | 12,428 | 24,856 | — | — | 2,958,575 | | Georgeann Couchara | Annual cash incentive compensation | 5/9/2023 | 5/9/2023 | 379,500 | 759,000 | 1,518,000 | — | — | — | — | — | — | | | Stock options(4) | 2/24/2023 | 2/22/2023 | — | — | — | — | — | — | 15,267 | 221.29 | 1,251,569 | | | Stock options(6) | 5/15/2023 | 5/9/2023 | — | — | — | — | — | — | 6,890 | 201.59 | 494,206 | | | Restricted stock units(7) | 5/15/2023 | 5/9/2023 | — | — | — | — | 2,482 | — | — | — | 495,020 | | | Performance stock units(5) | 2/24/2023 | 2/22/2023 | — | — | — | 1,413 | 5,650 | 11,300 | — | — | 1,345,023 | | Jose-Carlos Gutierrez-Ramos | Annual cash incentive compensation | 5/9/2023 | 5/9/2023 | 450,892 | 901,784 | 1,803,568 | — | — | — | — | — | — | | | Stock options(4) | 2/24/2023 | 2/22/2023 | — | — | — | — | — | — | 18,320 | 221.29 | 1,501,851 | | | Stock options(6) | 2/24/2023 | 2/22/2023 | — | — | — | — | — | — | 12,213 | 221.29 | 1,001,206 | | | Restricted stock units(7) | 2/24/2023 | 2/22/2023 | — | — | — | — | 4,521 | — | — | — | 990,959 | | | Performance stock units(5) | 2/24/2023 | 2/22/2023 | — | — | — | 1,695 | 6,780 | 13,560 | — | — | 1,614,028 |
Grants of Plan-Based Awards for Fiscal 2023
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Grants of Plan-Based Awards for Fiscal 2023
| (1) These columns relate to 2023 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 2023 award opportunities are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. | | (2) These columns relate to equity awards granted under the Omnibus Plan, the terms of which apply to all of the equity awards described in this table. | | (3) Reflects the grant date fair value calculated in accordance with FASB ASC Topic 718. For the assumptions used in determining the grant date fair value under FASB ASC Topic 718, please see Footnote 2 to the Summary Compensation Table. | | (4) For a description of the vesting terms of the award, please see Footnote 3 to the Outstanding Equity Awards at 2023 Fiscal Year-End Table. | | (5) For a description of the vesting terms of the award, please see Footnote 5 to the Outstanding Equity Awards at 2023 Fiscal Year-End Table. | | (6) For a description of the vesting terms of the award, please see Footnote 9 to the Outstanding Equity Awards at 2023 Fiscal Year-End Table. | | (7) For a description of the vesting terms of the award, please see Footnote 11 to the Outstanding Equity Awards at 2023 Fiscal Year-End Table. |
Grants of Plan-Based Awards for Fiscal 2023
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Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes outstanding equity awards for each named executive officer as of December 31, 2023. All of the awards set forth in the table below are governed by the terms and conditions of the Omnibus Plan. As discussed in further detail in “Compensation Discussion and Analysis—Treatment of Equity-Based Compensation Upon Veralto Spin-Off,” all of the share amounts and option exercise prices set forth below reflect adjustments pursuant to the anti-dilution provisions of the Omnibus Plan to account for the Veralto Spin-Off and preserve the intrinsic value of each award.
Outstanding Equity Awards at 2023 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 | 2/24/2023 | — | 91,602(3) | $221.29 | 2/24/2033 | — | — | — | — | | | 2/24/2022 | — | 82,912(3) | $241.22 | 2/24/2032 | — | — | — | — | | | 2/24/2021 | — | 92,809(4) | $198.09 | 2/24/2031 | — | — | — | — | | | 5/15/2020 | — | 19,937(4) | $145.55 | 5/15/2030 | — | — | — | — | | | 2/24/2020 | — | 53,485(4) | $139.30 | 2/24/2030 | — | — | — | — | | | 2/24/2019 | 37,195 | 37,196(4) | $100.81 | 2/24/2029 | — | — | — | — | | | 2/24/2018 | 52,157 | — | $88.24 | 2/24/2028 | — | — | — | — | | | 2/24/2017 | 60,015 | — | $76.47 | 2/24/2027 | — | — | — | — | | | 2/24/2016 | 39,477 | — | $58.59 | 2/24/2026 | — | — | — | — | | | 11/15/2015 | 17,778 | — | $62.85 | 11/15/2025 | — | — | — | — | | | 2/24/2023 | — | — | — | | — | — | 33,893(5) | $7,876,394 | | | 2/24/2022 | — | — | — | | — | — | 29,020(5) | $6,772,978 | | | 2/24/2021 | — | — | — | | — | — | 19,698(6) | $4,613,792 | | Matthew R. McGrew | 2/24/2023 | — | 29,007(3) | $221.29 | 2/24/2033 | — | — | — | — | | | 2/24/2022 | — | 25,170(3) | $241.22 | 2/24/2032 | — | — | — | — | | | 2/24/2021 | — | 27,840(4) | $198.09 | 2/24/2031 | — | — | — | — | | | 2/24/2020 | — | 37,882(4) | $139.30 | 2/24/2030 | — | — | — | — | | | 2/24/2019 | 21,491 | 21,491(4) | $100.81 | 2/24/2029 | — | — | — | — | | | 2/24/2018 | 34,775 | — | $88.24 | 2/24/2028 | — | — | — | — | | | 2/24/2017 | 15,603 | — | $76.47 | 2/24/2027 | — | — | — | — | | | 11/15/2015 | 48,275 | — | $62.85 | 11/15/2025 | — | — | — | — | | | 2/24/2015 | 9,243 | — | $58.48 | 2/24/2025 | — | — | — | — | | | 2/24/2023 | — | — | — | — | — | — | 10,734(5) | $2,494,474 | | | 2/24/2022 | — | — | — | — | — | — | 8,811(5) | $2,056,399 | | | 2/24/2021 | — | — | — | — | — | — | 5,911(6) | $1,384,524 |
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | 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) | | Joakim Weidemanis | 2/24/2023 | — | 33,587(3) | $221.29 | 2/24/2033 | — | — | — | — | | | 2/24/2022 | — | 29,612(3) | $241.22 | 2/24/2032 | — | — | — | — | | | 2/24/2021 | — | 37,128(4) | $198.09 | 2/24/2031 | — | — | — | — | | | 5/15/2020 | 19,295 | 38,592(7) | $145.55 | 5/15/2030 | — | — | — | — | | | 2/24/2020 | — | 47,913(4) | $139.30 | 2/24/2030 | — | — | — | — | | | 2/24/2019 | 33,064 | 33,064(4) | $100.81 | 2/24/2029 | — | — | — | — | | | 2/24/2018 | 45,200 | — | $88.24 | 2/24/2028 | — | — | — | — | | | 2/24/2017 | 48,014 | — | $76.47 | 2/24/2027 | — | — | — | — | | | 11/15/2016 | 43,353 | — | $70.74 | 11/15/2026 | — | — | — | — | | | 2/24/2016 | 13,159 | — | $58.59 | 2/24/2026 | — | — | — | — | | | 2/24/2016 | 39,477 | — | $58.59 | 2/24/2026 | — | — | — | — | | | 2/24/2015 | 22,433 | — | $58.48 | 2/24/2025 | — | — | — | — | | | 2/24/2023 | — | — | — | — | — | — | 12,428(5) | $2,888,143 | | | 2/24/2022 | — | — | — | — | — | — | 10,366(5) | $2,419,321 | | | 2/24/2021 | — | — | — | — | — | — | 7,880(6) | $1,845,672 | | | 5/15/2020 | — | — | — | — | 13,896(8) | $3,214,701 | | | | Georgeann Couchara | 5/15/2023 | — | 6,890(9) | $201.59 | 5/15/2033 | — | — | — | — | | | 2/24/2023 | — | 15,267(3) | $221.29 | 2/24/2033 | — | — | — | — | | | 2/24/2022 | — | 7,699(3) | $241.22 | 2/24/2032 | — | — | — | — | | | 2/24/2021 | 1,782 | 2,676(10) | $198.09 | 2/24/2031 | — | — | — | — | | | 2/24/2020 | 3,012 | 2,008(10) | $139.30 | 2/24/2030 | — | — | — | — | | | 7/15/2019 | 12,743 | — | $125.35 | 7/15/2029 | — | — | — | — | | | 2/24/2019 | 3,572 | 897(10) | $100.81 | 2/24/2029 | — | — | — | — | | | 2/24/2018 | 4,176 | — | $88.24 | 2/24/2028 | — | — | — | — | | | 2/24/2017 | 1,778 | — | $76.47 | 2/24/2027 | — | — | — | — | | | 2/24/2016 | 844 | — | $58.59 | 2/24/2026 | — | — | — | — | | | 2/24/2023 | — | — | — | — | — | — | 5,650(5) | $1,313,004 | | | 2/24/2022 | — | — | — | — | — | — | 2,696(5) | $629,219 | | | 5/15/2023 | — | — | — | — | 2,482(11) | $574,186 | — | — | | | 2/24/2021 | — | — | — | — | 862(12) | $199,415 | — | — | | | 2/24/2020 | — | — | — | — | 624(12) | $144,356 | — | — | | | 2/24/2019 | — | — | — | — | 277(12) | $64,081 | — | — |
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | 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 | 2/24/2023 | — | 12,213(9) | $221.29 | 2/24/2033 | — | — | — | — | | | 2/24/2023 | — | 18,320(3) | $221.29 | 2/24/2033 | — | — | — | — | | | 2/24/2022 | — | 14,214(3) | $241.22 | 2/24/2032 | — | — | — | — | | | 2/24/2021 | — | 14,849(7) | $198.09 | 2/24/2031 | — | — | — | — | | | 2/24/2023 | — | — | — | — | — | — | 6,780(5) | $1,575,604 | | | 2/24/2022 | — | — | — | — | — | — | 4,975(5) | $1,161,115 | | | 2/24/2021 | — | — | — | — | — | — | 3,154(6) | $738,794 | | | 2/24/2023 | — | — | — | — | 4,521(11) | $1,045,888 | — | — | | | 2/24/2022 | — | — | — | — | 1,659(13) | $383,793 | — | — | | | 2/24/2021 | — | — | — | — | 956(13) | $221,161 | — | — |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) With respect to the unexercisable options and unvested PSUs and RSUs reflected in the table above, the footnotes below describe the vesting terms applicable to the entire award of which such options, PSUs or RSUs are a part. | | (2) Market value is calculated based on (a) the closing price of Danaher’s Common Stock on December 31, 2023 as reported on the NYSE ($231.34 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, 2023. | | (3) The option award was granted subject to time-based vesting conditions such that one-half of the award became or becomes exercisable on each of the third and fourth anniversaries of the grant date. | | (4) The option award was granted subject to time-based vesting conditions such that one-half of the award became or becomes exercisable on each of the fourth and fifth anniversaries of the grant date. | | (5) The number of shares of Common Stock that vest pursuant to the PSU award is based on the Company’s 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 75th percentile, 50% for performance at the 35th percentile and zero percent for performance below the 35th 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 target-level performance for PSUs granted in 2022 and 2023; the 2021 PSUs are addressed separately in Footnote 6 below. | | (6) 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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) 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. | | (8) 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. | | (9) The option award was granted subject to time-based vesting conditions such that one-fourth of the award became or becomes exercisable on each of the first four anniversaries of the grant date. | | (10) 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 | | (11) The RSU award was granted subject to time-based vesting conditions such that one-fourth of the award vests or vested on each of the first four anniversaries of the grant date. | | (12) 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. | | (13) 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. |
Option Exercises and Stock Vested During Fiscal 2023
Option Exercises and Stock Vested During Fiscal 2023 The following table summarizes stock option exercises and the vesting of stock awards with respect to our named executive officers in 2023. As discussed in further detail in “Compensation Discussion and Analysis—Treatment of Equity-Based Compensation Upon Veralto Spin-Off,” all of the share amounts and option exercise prices set forth below reflect adjustments pursuant to the anti-dilution provisions of the Omnibus Plan to account for the Veralto Spin-Off and preserve the intrinsic value of each award.
Option Exercises and Stock Vested During Fiscal 2023
| | 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 ($)(2) | | Rainer M. Blair | — | — | 51,824 | 11,589,738 | | Matthew R. McGrew | — | — | 25,790 | 5,767,535 | | Joakim Weidemanis | 36,444 | 6,499,874 | 40,388 | 8,876,365 | | Georgeann Couchara | — | — | 1,152 | 254,850 | | Jose-Carlos Gutierrez-Ramos | — | — | 1,784 | 394,606 |
Option Exercises and Stock Vested During Fiscal 2023
| (1) Calculated by multiplying the number of shares acquired times the difference between the exercise price and the market price of Danaher Common Stock at the time of exercise. | | (2) Includes the PSU award shares set forth in the table below, which (together with the related cash dividend equivalent rights) following vesting remain subject to a mandatory holding period that extends until the end of 2024. “Value Realized on Vesting” is calculated based on (a) the number of shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day), plus (b) in the case of PSUs, the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of the vesting date. |
Option Exercises and Stock Vested During Fiscal 2023
| Name | Number of PSU Shares That Vested (#) | Value Realized on Vesting ($) | | Rainer M. Blair | 47,520 | 10,637,352 | | Matthew R. McGrew | 23,496 | 5,259,580 | | Joakim Weidemanis | 29,710 | 6,650,584 | | Georgeann Couchara | — | — | | Jose-Carlos Gutierrez-Ramos | — | — |
Option Exercises and Stock Vested During Fiscal 2023
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Potential Payments Upon Termination or Change-of-Control as of 2023 Fiscal Year-End
Potential Payments Upon Termination or Change-of-Control as of 2023 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, 2023. 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, 2023 ($231.34 per share). In addition to the amounts set forth below, upon any termination of employment each officer would also be entitled to:
Potential Payments Upon Termination or Change-of-Control as of 2023 Fiscal Year-End
| • | receive all payments generally provided to salaried employees on a non-discriminatory basis upon termination, such as accrued salary, life insurance proceeds (for any termination caused by death), unused vacation and 401(k) Plan distributions; | | • | potentially receive an annual cash incentive compensation award pursuant to the Omnibus Plan, since under the terms of the award a participant who remains employed through the end of the annual performance period is eligible for an award under the plan; | | • | receive accrued, vested balances under the EDIP, ECP and DCP, if applicable (provided that under the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher); and | | • | exercise vested stock options (provided that under the terms of the Omnibus Plan, if an employee is terminated for gross misconduct, the administrator may terminate up to all of the participant’s unexercised or unvested equity awards). |
Potential Payments Upon Termination or Change-of-Control as of 2023 Fiscal Year-End
The terms of the EDIP, ECP, DCP and Omnibus Plan are described under “Summary of Employment Agreements and Plans.”
Potential Payments Upon Termination or Change-of-Control as of 2023 Fiscal Year-End
| | | Termination/Change-of-Control Event(1) | | | | Named Executive Officer | Benefit | Termination Without Cause ($) | Retirement ($) | Death ($)(2) | | Rainer M. Blair | Accelerated or continued vesting of stock options(3) | — | 13,469,527 | 15,494,848 | | | Accelerated or continued vesting of RSUs/PSUs(3) | — | 21,639,966 | 14,131,533 | | | Benefits continuation(4) | 21,962 | — | — | | | Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan(4) | 6,500,000 | — | — | | | TOTAL: | 6,521,962 | 35,109,493 | 29,626,381 | | Matthew R. McGrew | Accelerated or continued vesting of stock options | — | — | 7,509,080 | | | Accelerated or continued vesting of RSUs/PSUs | — | — | 4,300,188 | | | Benefits continuation(4) | 25,027 | — | — | | | Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan(4) | 966,310 | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | 635,261 | | | TOTAL: | 991,337 | — | 12,444,529 | | Joakim Weidemanis | Accelerated or continued vesting of stock options | — | — | 13,608,619 | | | Accelerated or continued vesting of RSUs/PSUs | — | — | 8,265,591 | | | Benefits continuation(4) | 26,535 | — | — | | | Cash payments under Senior Leader Severance Pay Plan(4) | 1,008,480 | — | — | | | Value of unvested EDIP balance that would be accelerated(5) | — | — | 463,945 | | | TOTAL: | 1,035,015 | — | 22,338,155 | | Georgeann Couchara | Accelerated or continued vesting of stock options | — | — | 749,290 | | | Accelerated or continued vesting of RSUs/PSUs | — | — | 1,507,292 | | | Benefits continuation(4) | 24,055 | — | — | | | Cash payments under Senior Leader Severance Pay Plan(4) | 660,000 | — | — | | | Value of unvested ECP balance that would be accelerated(5) | — | — | 58,796 | | | TOTAL: | 684,055 | — | 2,315,378 |
Potential Payments Upon Termination or Change-of-Control as of 2023 Fiscal Year-End
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Potential Payments Upon Termination or Change-of-Control as of 2023 Fiscal Year-End
| | | Termination/Change-of-Control Event(1) | | | | Named Executive Officer | Benefit | Termination Without Cause ($) | Retirement ($) | Death ($)(2) | | Jose-Carlos Gutierrez-Ramos | Accelerated or continued vesting of stock options | — | — | 800,586 | | | Accelerated or continued vesting of RSUs/PSUs | — | — | 3,504,651 | | | Benefits continuation(4) | 29,021 | — | — | | | Cash payments under Senior Leader Severance Pay Plan(4) | 784,160 | — | — | | | Value of unvested ECP balance that would be accelerated(5) | — | — | 120,465 | | | TOTAL: | 813,181 | — | 4,425,702 |
Potential Payments Upon Termination or Change-of-Control as of 2023 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 or termination without cause, assuming actual performance for the 2021 PSUs and target-level performance for the 2022 and 2023 PSUs) that would vest or would have vested as a result of the specified event of termination occurring as of December 31, 2023. 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 2023 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, 2023.
Potential Payments Upon Termination or Change-of-Control as of 2023 Fiscal Year-End
| (1) For a description of the treatment upon a change-of-control of outstanding equity awards granted under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.” | | (2) 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.” | | (3) If Mr. Blair had retired as of December 31, 2023, he would have qualified for “early retirement” treatment under the terms of the Omnibus Plan, which provides for, among other terms, continued vesting of certain of the participant’s stock options, RSUs and PSUs (based on the actual performance level achieved) following early retirement. For a description of these provisions under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.” | | (4) Please see “Summary of Employment Agreements and Plans” for a description of the respective benefits and cash payments each officer would be entitled to if Danaher terminates the officer’s employment without cause, as well as a description of the post-employment restrictive covenant obligations of each officer. The amounts set forth in the table assume that the officer would have executed Danaher’s standard release in connection with any termination without cause. | | (5) Under the terms of the EDIP and ECP, upon a participant’s death the unvested portion of the Company contributions that have been credited to the participant’s account would immediately vest. |
Potential Payments Upon Termination or Change-of-Control as of 2023 Fiscal Year-End
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2023 Nonqualified Deferred Compensation
2023 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 2023 and remain subject to a mandatory holding period that extends until the end of 2024. There were no withdrawals by or distributions to any of the named executive officers from the EDIP, ECP or DCP in 2023. 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 2023 Named Executive Officer Compensation – Long-Term Incentive Awards.”
2023 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 ($)(4) | | Rainer M. Blair | EDIP | — | 312,000 | (43,778) | 2,989,571 | | | Vested PSUs(5) | — | 10,637,352 | 527,472 | 11,164,824 | | Matthew R. McGrew | EDIP | — | 118,592 | (15,467) | 1,058,768 | | | Vested PSUs(5) | — | 5,259,580 | 260,806 | 5,520,385 | | Joakim Weidemanis | EDIP | — | 175,219 | 162,854 | 4,921,781 | | | DCP | — | — | 43,812 | 860,162 | | | Vested PSUs(5) | — | 6,650,584 | 329,781 | 6,980,365 | | Georgeann Couchara | DCP | 85,214 | — | 54,537 | 299,442 | | | ECP | — | 59,289 | (1,938) | 156,659 | | Jose-Carlos Gutierrez-Ramos | DCP | — | — | 44,426 | 414,104 | | | ECP | — | 121,506 | (1,711) | 165,843 |
2023 Nonqualified Deferred Compensation
| (1) Consists of contributions to the DCP of the following amounts reported in the Summary Compensation Table: |
2023 Nonqualified Deferred Compensation
| Name | 2023 Salary (Reported in Summary Compensation Table for 2023) ($) | Non-Equity Incentive Plan Compensation Earned With Respect to 2022 but Deferred in 2023 (Reported in Summary Compensation Table for 2022) ($) | | Rainer M. Blair | — | — | | Matthew R. McGrew | — | — | | Joakim Weidemanis | — | — | | Georgeann Couchara | 32,942 | 52,272 | | Jose-Carlos Gutierrez-Ramos | — | — |
2023 Nonqualified Deferred Compensation
| (2) The EDIP or ECP amounts set forth in this column (as applicable) are included as 2023 compensation under the “All Other Compensation” column in the 2023 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 2023” table. |
2023 Nonqualified Deferred Compensation
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2023 Nonqualified Deferred Compensation
| (3) None of the amounts set forth in this column are included as compensation in the 2023 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, 2023 and the rate of return for each such option for the calendar year ended December 31, 2023 (the rate of return is net of investment management fees, fund expenses and administrative charges, as applicable): |
2023 Nonqualified Deferred Compensation
| Investment Option | Rate of Return from January 1, 2023 Through December 31, 2023 (%) | Investment Option | Rate of Return from January 1, 2023 Through December 31, 2023 (%) | | Active International Equity Fund | 19.27% | Bond Fund | 6.62% | | Active Small Cap Equity Fund | 19.62% | Bond Index Fund | 5.55% | | BlackRock LifePath® Index 2025 Fund | 12.02% | Cohen & Steers Realty Shares Fund | 12.67% | | BlackRock LifePath® Index 2030 Fund | 14.30% | Diversified Real Return Fund | 7.55% | | BlackRock LifePath® Index 2035 Fund | 16.22% | International Equity Index Fund | 15.50% | | BlackRock LifePath® Index 2040 Fund | 18.29% | Large Cap Equity Index Fund | 26.28% | | BlackRock LifePath® Index 2045 Fund | 20.10% | Managed Income Portfolio II Class 3 | 1.96% | | BlackRock LifePath® Index 2050 Fund | 21.20% | Small/Mid Cap Equity Index Fund | 17.33% | | BlackRock LifePath® Index 2055 Fund | 21.49% | T. Rowe Price Large Cap Core Growth Separate Account | 50.08% | | BlackRock LifePath® Index 2060 Fund | 21.49% | The Danaher Corporation Stock Fund | (1.23)% | | BlackRock LifePath® Index 2065 Fund | 21.56% | The London Company Income Equity Separate Account | 4.80% | | BlackRock LifePath® Index Retirement Fund | 11.06% | | |
2023 Nonqualified Deferred Compensation
| (4) Of these balances, the following amounts were reported in the Summary Compensation Table for previous years: Mr. Blair, $864,000; Mr. McGrew, $324,413; Mr. Weidemanis, $465,210; Ms. Couchara, $59,289; and Dr. Gutierrez-Ramos, $170,806. | | (5) Represents PSUs that vested in February 2023 but remain subject to a mandatory holding period that extends until the end of 2024. 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, 2023, plus (y) the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2023. The dollar value reported under “Aggregate Earnings in Last FY” is equal to the difference between the award value as of December 31, 2023 and the award value as of respective vesting date. |
2023 Nonqualified Deferred Compensation
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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:
Pay Versus Performance
| • | A list of the most important measures that our Compensation Committee used in 2023 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: |
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”). |
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:
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) |
Pay Versus Performance
| (1) Includes any dividends paid on equity awards in the fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award. |
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 44 to 60 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 2023. 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.
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) |
Pay Versus Performance
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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. Pay Versus Performance Table. In accordance with Item 402(v), we provide below the tabular disclosure for the Company’s President and Chief Executive Officer (“CEO”) (our Principal Executive Officer) and the average of our NEOs other than the CEO for 2023, 2022, 2021 and 2020.
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) | | 2023 | $20,903,282 | $5,213,515 | $0 | $0 | $7,103,560 | $2,603,239 | $173 | $143 | $4,764 | $7.63 | | 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 |
Pay Versus Performance
| (1) For 2020, 2021, 2022 and 2023, the First PEO is Rainer Blair. In 2020, the Second PEO is Thomas Joyce. The other NEOs in 2020 were Messrs. Weidemanis, McGrew and Brian Ellis, and Angela Lalor; in 2021, the other NEOs were Messrs. Weidemanis and McGrew and Mss. Lalor and Jennifer Honeycutt; in 2022, the other NEOs were Messrs. Weidemanis and McGrew, Dr. Gutierrez-Ramos and Ms. Honeycutt; and in 2023 the other NEOs were Messrs. Weidemanis and McGrew, Dr. Gutierrez-Ramos and Ms. Couchara. |
Pay Versus Performance
| (2) To calculate CAP (columns (c1), (c2) and (e)), the following amounts were deducted from and added to the applicable SCT total compensation: |
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 | 12/31/2022 12/31/2023 2023 | | SCT Total | | $10,396,761 | $17,152,267 | $20,196,027 | $20,903,282 | | — | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(6,585,590) | $(11,384,877) | $(14,268,274) | $(15,577,891) | | + | 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 | $14,802,411 | | + | 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) | $(12,577,667) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $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) | $(2,336,620) | | — | 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 | $0 | | Compensation Actually Paid | | $32,944,487 | $59,455,992 | $190,304 | $5,213,515 |
Pay Versus Performance
| 2024 Notice of Annual Meeting and Proxy Statement | 75 |
Pay Versus Performance
| | | 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 | 12/31/2022 12/31/2023 2023 | | SCT Total | | $16,763,956 | $0 | $0 | $0 | | — | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(11,748,524) | $0 | $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 | $0 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year | $53,508,940 | $0 | $0 | $0 | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $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 | $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 | $0 | | Compensation Actually Paid | | $83,394,550 | $0 | $0 | $0 |
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 | 12/31/2022 12/31/2023 2023 | | SCT Total | | $6,786,580 | $6,225,036 | $6,641,306 | $7,103,560 | | — | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(4,178,109) | $(3,370,721) | $(3,945,270) | $(4,834,780) | | + | 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 | $4,666,149 | | + | 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) | $(3,255,395) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $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) | $(1,076,295) | | — | 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 | $0 | | Compensation Actually Paid | | $20,676,667 | $26,481,836 | $(930,613) | $2,603,239 |
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.
Pay Versus Performance
| (3) 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 2023 Annual Report on Form 10-K. | | (4) Values shown are in millions. | | (5) Please see page 47 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. |
Pay Versus Performance
| 2024 Notice of Annual Meeting and Proxy Statement | 76 |
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 4-year cumulative TSR exceeds the Peer Group TSR. Danaher & Peer TSR vs. Compensation Actually Paid
Pay Versus Performance
| 2024 Notice of Annual Meeting and Proxy Statement | 77 |
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. Danaher Net Income vs. Compensation Actually Paid
Pay Versus Performance
| 2024 Notice of Annual Meeting and Proxy Statement | 78 |
Pay Versus Performance
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. Danaher Adjusted EPS vs. Compensation Actually Paid
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. We identified the median employee as of October 31, 2023 based on (1) annual base salary (for all Company salaried employees, other than Mr. Blair) and hourly rate multiplied by scheduled annual work hours (for all Company hourly employees), and (2) the target annual cash incentive compensation for each employee entitled thereto (other than Mr. Blair). The calculation included all employees whether employed full time, part time or on a seasonal basis. 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 2023, our last completed fiscal year:
Pay Ratio Disclosure
| • | the annual total compensation of Mr. Blair, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $20,903,282; | | • | the annual total compensation of the median of all Danaher employees (other than Mr. Blair) was $65,010; 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 322 to 1. |
Pay Ratio Disclosure
| 2024 Notice of Annual Meeting and Proxy Statement | 79 |
Retirement and Other Terminations of Employment
| 2024 Notice of Annual Meeting and Proxy Statement | 81 | Retirement and Other Terminations of Employment Subject to certain terms and conditions set forth in the Omnibus Plan or the applicable award agr
Retirement and Other Terminations of Employment
ment (including the overall term of the award), in general: | • | upon retiring after reaching age 65, (1) a participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date (or the tenth anniversary with respect to grants made on or after January 1, 2022), (2) any RSUs that are unvested as of the retirement date (and, for grants on or after January 1, 2022, held for at least six months prior to retirement) continue to vest according to their terms, (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 reachi
Retirement and Other Terminations of Employment
age 55 and completing ten years of service with Danaher: | | • | 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 base
Retirement and Other Terminations of Employment
on the Company’s performance over the performance period. | Upon terminations of employment other than retirement (as defined under the Omnibus Plan), unless the Administrator determines otherwise any options or SARs that are vested as of a participant’s termination of employment (including any options or SARs the vesting of which accelerates as a result of the participant’s death) 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 rat