UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(RULE 14a-101)


INFORMATION REQUIRED IN PROXY STATEMENT


SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the

Securities
Exchange Act of 1934

(Amendment (Amendment No. __ )

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☒Definitive Proxy Statement
☐Definitive Additional Materials
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DANAHER CORPORATION

(Name of Registrant as Specified in its Charter)

 

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

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NOTICE

LOGOOF 2023 ANNUAL MEETING OF SHAREHOLDERS

 

DANAHER 2018 PROXY STATEMENT

DANAHER CORPORATION

2200 Pennsylvania Avenue, N.W., Suite 800W

Washington, D.C. 20037-1701

March 28, 2018

ITEMS OF BUSINESS

 

1.
NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS

When:

May 8, 2018 at 3:00 p.m., local time.

Where:

Park Hyatt Washington, 1201 24th Street, NW, Washington, D.C.

Items of Business:

1.  To elect the elevenfourteen directors named in the attached proxy statementProxy Statement to hold office until the 20192024 annual meeting of shareholders and until their successors are elected and qualified.

2.To ratify the selection of Ernst & Young LLP as Danaher’s independent registered public accounting firm for the year ending December 31, 2018.

2023.

3.To approve on an advisory basis the Company’s named executive officer compensation.

4.To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation.
5.To act upon a shareholder proposal requesting that Danaher amend its governing documentsadoption of a policy separating the Chair and CEO roles and requiring an independent Board Chair whenever possible.
6.To act upon a shareholder proposal requesting a report to reduceshareholders on the percentageeffectiveness of shares required for shareholders to call a special meeting of shareholders from 25% to 10%.

5.  the Company’s diversity, equity, and inclusion efforts.

7.To consider and act upon such other business as may properly come before the meeting or at any postponement or adjournment thereof.

Who Can Vote:

Shareholders of Danaher Common Stock at the close of business on March 12, 2018. YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

Attending the Meeting:

Shareholders who wish to attend the meeting in person should review the instructions set forth in the attached proxy statement under “General Information About the Annual Meeting – Attending the Meeting.”

Date of Mailing:

We intend to mail the Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”), or the Proxy Statement and proxy card as applicable, to our shareholders on or about March 28, 2018.

WHO CAN VOTE

Shareholders of Danaher Common Stock at the close of business on March 10, 2023 can vote at Danaher’s 2023 Annual Meeting. YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

DATE OF MAILING

We intend to mail the Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”), or the Proxy Statement and proxy card as applicable, to our shareholders on or about March 29, 2023.

By order of the Board of Directors,

JAMES F. O’REILLY

Vice President, AssociateDeputy General Counsel and Secretary

MAY 9, 2023

3:00 p.m. Eastern Time

 

 Review Your Proxy Statement and Vote in One of the Following Ways:Location

The Westin Georgetown
2350 M Street NW
Washington, D.C.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THE FOLLOWING WAYS:

 

LOGO

VIA THE INTERNET


Visit the website listed on your Notice of Internet Availability, proxy card or voting instruction form

 
LOGO

BY TELEPHONE


Call the telephone number on your proxy card or voting instruction form

 
LOGO

BY MAIL


Sign, date and return your proxy card or voting instruction form in the enclosed envelope

 

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you.

2018 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT TABLE OF CONTENTS

 

ATTENDING THE MEETING

Shareholders who wish to attend the meeting in person should review the instructions set forth in the attached Proxy Statement under “General Information About the Annual Meeting – Attending the Meeting.”

2023 PROXY STATEMENT
Page
PROXY STATEMENT SUMMARYi
PROPOSAL 1 – ELECTION OF DIRECTORS OF DANAHER1
CORPORATE GOVERNANCE7
DIRECTOR COMPENSATION12
DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS15
BENEFICIAL OWNERSHIP OF DANAHER COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS17
PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM19
AUDIT COMMITTEE REPORT21
COMPENSATION DISCUSSION AND ANALYSIS22 
Page

COMPENSATION COMMITTEE REPORT

35

COMPENSATION TABLES AND INFORMATION36
SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS49
PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION54
PROPOSAL 4 – SHAREHOLDER PROPOSAL REQUESTING THAT DANAHER AMEND ITS GOVERNING DOCUMENTS TO REDUCE THE PERCENTAGE OF SHARES REQUIRED FOR SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FROM 25% TO 10%55
GENERAL INFORMATION ABOUT THE ANNUAL MEETING56
OTHER INFORMATION59

 

Important Notice

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 8, 2018.9, 2023. This Proxy Statement and the accompanying Annual Report are available free of charge at: www.edocumentreview.com/DHRhttps://materials.proxyvote.com/235851 or investors.danaher.com/annual-report-and-proxy.

PROXY STATEMENT SUMMARY05
PROPOSAL 1 – ELECTION OF DIRECTORS14
CORPORATE GOVERNANCE22
DIRECTOR COMPENSATION31
DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS34
BENEFICIAL OWNERSHIP OF DANAHER COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS36
PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM38
COMPENSATION DISCUSSION AND ANALYSIS40
COMPENSATION TABLES AND INFORMATION55
SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS73
PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION79
PROPOSAL 4 – ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES RELATING TO THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION81
PROPOSAL 5 – SHAREHOLDER PROPOSAL REQUESTING ADOPTION OF A POLICY SEPARATING THE CHAIR AND CEO ROLES AND REQUIRING AN INDEPENDENT BOARD CHAIR WHENEVER POSSIBLE82
PROPOSAL 6 – SHAREHOLDER PROPOSAL REQUESTING REPORT TO SHAREHOLDERS ON EFFECTIVENESS OF THE COMPANY’S DIVERSITY, EQUITY, AND INCLUSION EFFORTS84
GENERAL INFORMATION ABOUT THE ANNUAL MEETING86
OTHER INFORMATION91
APPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES93

 

Back to Contents

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be acted upon at our 20182023 Annual Meeting, below is summary information regarding the meeting, each proposal to be voted upon at the meeting and Danaher Corporation’s business performance, corporate governance, sustainability program and executive compensation. The following description is only a summary.summary and does not contain all of the information you should consider before voting. For more information about these topics, please review Danaher’s Annual Report on Form10-K for the year ended December 31, 20172022 and the complete Proxy Statement. In this Proxy Statement, the terms “Danaher” or the “Company” refer to Danaher Corporation, Danaher Corporation and its consolidated subsidiaries or the consolidated subsidiaries of Danaher Corporation, as the context requires. All financial data in this Proxy Statement refers to continuing operations unless otherwise indicated.

 

2018

2023 Annual Meeting of Shareholders

DATE AND TIME: May 8, 2018, 3:00 p.m. local time

PLACE: Park Hyatt Washington, 1201 24th Street, NW, Washington, D.C.

RECORD DATE: March 12, 2018

Voting Matters

 

TIME AND DATELOCATIONRECORD DATE
3:00 p.m. Eastern time
Tuesday, May 9, 2023		The Westin Georgetown
2350 M Street NW
Washington, D.C.		March 10, 2023

Voting Matters

Proposal PROPOSALDescription DESCRIPTION

BOARD
RECOMMENDATION Board Recommendation

ProposalPROPOSAL 1 –  1: Election of

directors (page 1)

ELECTION OF DIRECTORS (PAGE 14)		 We are asking our shareholders to elect each of the elevenfourteen directors identified below to serve until the 20192024 Annual Meeting of shareholders. 

ü

FOR

each nominee

PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 38) 

Proposal 2: Ratification
of the appointment of the

independent registered

public accounting firm

(page 19)

We are asking our shareholders to ratify our Audit Committee’s selection of Ernst & Young LLP (“E&Y”) to act as the independent registered public accounting firm for Danaher for 2018.2023. Although our shareholders are not required to approve the selection of E&Y, our Board believes that it is advisable to give our shareholders an opportunity to ratify this selection.

 

ü

FOR

PROPOSAL 3 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (PAGE 79) 

Proposal 3: Advisory vote to

approve named executive

officer compensation

(page 54)

We are asking our shareholders to cast anon-binding, advisory vote on the compensation of the executive officers named in the Summary Compensation Table (the “named executive officers” or “NEOs”). In evaluating this year’s “say   on pay” proposal, we recommend that you review our Compensation Discussion and Analysis, which explains how and why the Compensation Committee of our Board arrived at its executive compensation actions and decisions for 2017.

2022.		 

ü

FOR

PROPOSAL 4 – ADVISORY VOTE RELATING TO FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION (PAGE 81) 
We are asking our shareholders to cast a non-binding, advisory vote on the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. The voting choices are every one, every two or every three years, or abstain. 

Proposal 4: Shareholder proposal

(page 55)FOR Every
ONE Year

PROPOSAL 5 – SHAREHOLDER PROPOSAL (PAGE 82) 

You are being asked to consider a shareholder proposal requesting that Danaher’sadoption of a policy separating the Chair and CEO roles and requiring an independent Board of Directors amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%.

Chair whenever possible.		 

O

AGAINST

PROPOSAL 6 – SHAREHOLDER PROPOSAL (PAGE 84) You are being asked to consider a shareholder proposal requesting a report to shareholders on the effectiveness of the Company’s diversity, equity, and inclusion efforts.AGAINST

Please see the sections titled “General Information About the Meeting” and “Other Information” beginning on page 5686 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit shareholder proposals and director nominations for next year’s annual meeting of shareholders.

 

     DANAHER20182023 PROXY STATEMENT      i05
 

Back to Contents

Business Highlights

2022 Performance

2017 Performance

In 2017,2022, as the world faced the evolution of COVID-19 from pandemic toward endemic status, widespread inflation and supply chain disruptions and economic slowdowns across many major geographies, Danaher remained focused on growing its business in the near-term while continuing to invest in long-term growth. Specifically, in 2022 Danaher:

 

•Continued to evolve its portfolio by announcing the intention to separate its Environmental & Applied Solutions segment in the fourth quarter of 2023 to create a separate, publicly traded company (to be known as Veralto Corporation), which will further advance Danaher’s science and technology transformation.
•continued to investInvested aggressively in future growth, investing $1.1including investments of approximately $1.7 billion in research and development, $1.2 billion in acquisitions and deploying over $385 million across 10 strategic acquisitions that complement our Life Sciences, Dentalinvestments and Environmental & Applied Solutions segments;$1.2 billion in capital expenditures.
•

•continued the integration of our 2015, $13.6 billion acquisition of Pall Corporation and our 2016, $4.0 billion acquisition of Cepheid, eliminating more than $200 million of annual costs across both businesses;

•returned over $375Returned approximately $700 million to common shareholders through cash dividends marking(marking the25 30thyear in a row Danaher has paid a dividend(Danaher’sper-share quarterly dividend has increased more than 500% over the last five years); on its common shares)
•Grew our business and generated strong financial returns as illustrated below:

 

•grew our business on a year-over-year basis:

DANAHER 2016-2017 YEAR-OVER-YEAR GROWTH FROM CONTINUING OPERATIONS

LOGO

8.5% REVENUE GROWTH 14.5% EARNINGS GROWTH 12.5% OPERATING CASH FLOW GROWTH

 

ii     DANAHER20182023 PROXY STATEMENT06
 
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Long-Term Performance

We believe a long-term performance period most accurately compares relative performance within our peer group. Over shorter periods, performance comparisons may be skewed by the easier performance baselines of peer companies that have experienced periods of underperformance.

Danaher has not experienced a sustained period of underperformance over the last twenty-five years (i.e., 1998 - 2022). We believe the consistency of our performance over that period is unmatched within our peer group. Danaher is the only company in its peer group whose total shareholder return (“TSR”) outperformed the S&P 500 Index:

Danaher has not experienced a sustained period of underperformance over the last twenty-five years, and we believe the consistency of our performance over that period is unmatched within our peer group. Danaher ranks number one in its peer group over the past twenty-five years based on compounded average annual shareholder return, and is the only company in its peer group whose total shareholder return (“TSR”) outperformed the S&P 500 Index:

LOGO

 

•over every rolling3-year period from and including 1993-2017;1998 - 2022; and

•by more than 600 basis points over every rolling3-year period from and including 2008-2017.2002-2022.

Danaher’s compounded average annual shareholder return has outperformed the S&P 500 Index over each of the last two, three, five-,ten-, fifteen-, twenty- and twenty-five year periods:

 

LOGO

LOGO

#1 IN PEER GROUP based on compounded average annual shareholder return from and including 1993-2017 13.4% 3 years S&P 500: 11.4% 17.6% 5 years S&P 500: 15.8% 11.2% 10 years S&P 500: 8.5% 14.7% 15 years S&P 500: 9.9% 15.0% 20 years S&P 500: 7.2%19.2% 25 years S&P 500: 9.7%

 

     DANAHER20182023 PROXY STATEMENT      iii07
 

Back to Contents

Corporate Governance Highlights

Our Board of Directors recognizes that Danaher’s success over the long-term requires a robust framework of corporate governance that serves the best interests of all our shareholders.shareholders and promotes robust risk oversight. Below are highlights of our corporate governance framework.

 

Board refreshment remains a key area of focus for us. We have added five new directors over the past four years, reducing Danaher’s average director tenure by more than 16% over that period.
Our Bylaws provide for proxy access by shareholders.
Our Chairman and CEO positions are separate.
Our Board has established a Lead Independent Director position.
All of our directors are elected annually.
In uncontested elections, our directors must be elected by a majority of the votes cast, and we have a director resignation policy that applies to any incumbent director who fails to receive such a majority.
Our shareholders have the right to act by written consent.
Shareholders owning 25% or more of our outstanding shares may call a special meeting of shareholders.
We have never had a shareholder rights plan.
We have no supermajority voting requirements in our Certificate of Incorporation or Bylaws.
All members of our Audit, Compensation and Nominating and Governance Committees are independent as defined by the New York Stock Exchange listing standards and applicable SEC rules.
Danaher (including its subsidiaries during the period we have owned them) has made no political contributions in the last decade, has no intention of contributing any Danaher funds for political purposes, and discloses its political expenditures policy on its public website. The 2022 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Danaher as a First Tier company.

☑  Board refreshment remains a key area of focus for us, as evidenced by the recent addition of Raymond C. Stevens, Ph.D. to our Board.

☑  Our Bylaws provide for proxy access by shareholders.

☑  Our Chairman and CEO positions are separate.

☑  Our Board has established a Lead Independent Director position.

☑  All of our directors are elected annually.

☑  In uncontested elections, our directors must be elected by a majority of the votes cast, and an incumbent director who fails to receive such a majority automatically tenders his or her resignation

☑  Our shareholders have the right to act by written consent.

☑  Shareholders owning 25% or more of our outstanding shares may call a special meeting of shareholders.

☑  We have never had a shareholder rights plan.

☑  We have no supermajority voting requirements in our Certificate of Incorporation or Bylaws.

☑  All members of our Audit, Compensation and Nominating and Governance Committees are independent as defined by the New York Stock Exchange listing standards and applicable SEC rules.

☑  Danaher (including its subsidiaries during the period we have owned them) has made no political contributions since at least 2012 and has no intention of contributing any Danaher funds or assets for political purposes, and we disclose our political expenditures policy on our public website.

Shareholder Engagement Program

We actively seek and highly value feedback from our shareholders. During 2017,2022, in addition to our traditional Investor Relations outreach efforts, we engaged with shareholders representing approximately 25% of our outstanding shares on topics including our business strategy and financial performance, governance and executive compensation programs and sustainability initiatives. FeedbackAttendees included members of our senior management and, in some cases, members of our Board of Directors. We shared feedback received during these meetings was shared with our Nominating &and Governance Committee and Compensation Committee, informing their decision-making.

2023 PROXY STATEMENT08
Back to Contents

Board of Directors

Below is an overview of each of the director nominees you are being asked to elect at the 20182023 Annual Meeting.

 

  NAME 

DIRECTOR

SINCE

 PRINCIPAL PROFESSIONAL EXPERIENCE COMMITTEE
MEMBERSHIPS		  

 

OTHER
PUBLIC
COMPANY 

BOARDS

  
 

Donald J. Ehrlich*

Lead Independent Director

 1985 Former President and CEO, Schwab Corp. A, C (Chair)  0 
 Linda Hefner Filler* 2005 Former President of Retail Products and Chief Merchandising Officer, Walgreen Co. N (Chair)  0 
 Thomas P. Joyce, Jr. 2014 

President and Chief Executive Officer,

Danaher Corporation

 F, E  0 
 Teri List-Stoll* 2011 Executive Vice President and Chief Financial Officer, Gap Inc. A  1 
 Walter G. Lohr, Jr.* 1983 Retired partner, Hogan Lovells C, F, N  0 
 Mitchell P. Rales 1983 Chairman of the Executive Committee, Danaher Corporation 

F (Chair),

E (Chair)

  2 
 Steven M. Rales 1983 Chairman of the Board, Danaher Corporation F, E  1 
 John T. Schwieters* 2003 Principal, PerseusTDC A (Chair), N  0 
 Alan G. Spoon* 1999 Partner Emeritus, Polaris Partners C  4 
 Raymond C. Stevens, Ph.D.* 2017 Provost Professor of Biological Sciences and Chemistry, and Director of The Bridge Institute, at the University of Southern California —    0 
 Elias A. Zerhouni, M.D.* 2009 President, Global Research & Development, Sanofi S.A. N  0 
    Committee Memberships
Name and Principal OccupationIndependentAgeDirector
Since		ACNSEF
Rainer M. Blair
President and Chief Executive Officer
Danaher Corporation		 582020   
Feroz Dewan
Chief Executive Officer
Arena Holdings Management LLC		462022   
Linda Filler
Former President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer
Walgreen Co.		632005    
Teri List
Former Executive Vice President and Chief Financial Officer
Gap Inc.		602011    
Walter G. Lohr, Jr.
Retired partner
Hogan Lovells		791983   
Jessica L. Mega, MD, MPH
Former Chief Medical and Scientific Officer
Verily Life Sciences LLC		482019    
Mitchell P. Rales
Chairman of the Executive Committee
Danaher Corporation		 661983    
Steven M. Rales
Chairman of the Board
Danaher Corporation		 711983   
Pardis C. Sabeti, MD, D.Phil
Investigator
Howard Hughes Medical Institute		 472019     
A. Shane Sanders
Former Senior Vice President of Business Transformation
Verizon Communications Inc.		602021    
John T. Schwieters
Principal
Perseus TDC		832003    
Alan G. Spoon
Former Managing General Partner
Polaris Partners		711999     
Raymond C. Stevens, PhD
Chief Executive Officer
Structure Therapeutics		592017    
Elias A. Zerhouni, MD
President and Vice Chairman
OPKO Health, Inc.		712009    
Chair Member

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

 

2023 PROXY STATEMENT09
 *= Independent director
A= Audit Committee
C= Compensation Committee
Back to ContentsE= Executive Committee
F= Finance Committee
N= Nominating & Governance Committee

Director Diversity

 

iv     DANAHER2018 PROXY STATEMENT  
 2022 MEETING ATTENDANCE
99% Overall attendance at
Board and Committee Meetings		12Directors attended
100%of Board and Committee Meetings		There were 6
Board Meetings in 2022

2023 PROXY STATEMENT10
Back to Contents

Sustainability at Danaher

Innovating products that improve lives and our planet

•  At Danaher, innovation doesn’t happen by accident. It is the product of the DBS Innovation Engine, a rigorous, holistic management program encompassing tools that facilitate innovation, process, strategy, organization, talent and culture

•  In 2022 we continued hiring Chief Science Officers and Chief Technology Officers, adding R&D associates and investing in R&D across our businesses to further build out our science and technology ecosystem

Building the best team

•  We are committed to attracting, developing, engaging and retaining the best people from around the world to sustain and grow our science and technology leadership

•  “Consistently attracting and retaining exceptional talent” is one of our three strategic priorities and “The Best Team Wins” is one of our five Core Values

•  In 2022, we continued to enhance the transparency of our diversity, equity and inclusion (DE&I) efforts by publishing additional DE&I metrics in our annual sustainability report, including employee demographic data by age category and new hire data by gender and race

Protecting our environment

•  In 2022, we announced a new target to reduce absolute Scope 1 and 2 greenhouse gas emissions by50.4% in 2032 vs. 2021

•  We’re building a suite of DBS tools to support our environmental sustainability aspirations, including:

•  DBS Energy Management Toolkit

•  DBS Waste Minimization Toolkit

•  DBS Water Stewardship Toolkit (in pilot)

•  In 2022, we also piloted a climate risk and opportunity assessment program based on elements of the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations

2023 PROXY STATEMENT11

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Executive Compensation Highlights

Overview of Executive Compensation Program

As discussed in detail under “Compensation Discussion and Analysis,” with the goal of building long-term value for our shareholders, we have developed an executive compensation program designed to:

 

•attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Danaher’s size, diversity and global footprint;

 

•motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and

 

•link compensation to the achievement of corporate goals that we believe best correlate with the creation of long-term shareholder value.

To achieve these objectives our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term, performance-based equity awards tied closely to shareholder returns and subject to significant vesting and/or holding periods. Our executive compensation program rewards our executive officers when they buildhelp increase long-term shareholder value, achieve annual business goals and maintainbuild long-term careers with Danaher.

Compensation Governance

Our Compensation Committee also recognizes that the success of our executive compensation program over the long-term requires a robust framework of compensation governance. As a result, the Committee regularly reviews external executive compensation practices and trends and incorporatesincorporated best practices into our 2022 executive compensation program:

 

WHAT WE DO 

WHAT WE DO

WHAT WE DON’T DO

LOGOFive-yearFour-year vesting requirement for equity awards (or in the case ofstock options; three-yearperformance period plus further two-year holding periodfor PSUs three-year vesting and a furthertwo-year holding period) LOGONo taxgross-up provisions (except(except as applicable to management employees generally such as relocation policy)
LOGOIncentive compensation programs feature multiple, differentperformance measures aligned with business strategythe Company’sstrategic performance metrics LOGONo dividend/dividend equivalents paid on unvestedequity awards
Short-term and long-term performance metrics that balance ourabsolute performance and our relative performance versuspeer companies No “single trigger” change of control benefits
LOGORigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing  LOGONo “single trigger” change of control benefitsactive defined benefit pension program since 2003
LOGOMinimumone-year vesting requirement for 95% of shares granted under the Company’s stock plan LOGONo active defined benefit pension program since 2003hedging of Danaher securities permitted

LOGO

Stock ownership requirements for all executive officers LOGONo hedging of Danaher securities permittedlong-term incentive compensation is denominated orpaid in cash (other than PSU dividend accruals)

LOGO

Limited perquisites and a cap on CEO/CFO personal aircraft usage LOGONo long-term incentiveabove-market returns on deferred compensation is denominated or paid in cashplans
LOGOIndependent compensation consultant that performs no other services for the Company LOGONo above-market returns on deferredoverlapping performance metrics between short-termand long-term incentive compensation plansprograms

 

     DANAHER20182023 PROXY STATEMENT      v12
 

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Named Executive Officers 2017Officers’ 2022 Compensation

The following table sets forth the 20172022 compensation of our named executive officers. Please see pages 36-3855-56 for information regarding 20162021 and 20152020 compensation, as well as footnotes.

 

  

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   
 

Thomas P. Joyce, Jr.,

President and CEO

 $1,200,000   0  $5,559,897  $4,413,654  $3,100,000  $6,863  $505,927  $14,786,341  
 

Daniel L. Comas,

Executive Vice

President and CFO

 $905,476   0  $2,168,648  $1,721,412  $1,600,000  $5,203  $294,764  $6,695,503  
 

Rainer M. Blair,

Executive Vice President

 $625,000   0  $1,390,207  $1,103,517  $1,000,000   0  $112,539  $4,231,263  
 

William K. Daniel II,

Executive Vice President

 $773,953   0  $1,946,104  $1,544,841  $1,300,000   0  $165,556  $5,730,454  
 

Angela S. Lalor,

Senior Vice President –

Human Resources

 $634,185   0  $1,167,663  $926,946  $1,050,000   0  $120,285  $3,899,079  
          

Name and
Principal Position		 Salary
($)		  Bonus
($)		  Stock
Awards
($)		  Option
Awards
($)		  Non-Equity
Incentive Plan
Compensation
($)		  Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)		  All Other
Compensation
($)		  Total
($)		 
Rainer M. Blair,
President and CEO		  1,300,000   0   7,239,213   7,029,061   4,222,400   0   405,353   20,196,027 
Matthew R. McGrew,
Executive Vice President and CFO		  878,460   0   2,197,854   2,133,848   1,783,270   0   189,912   7,183,344 
Jennifer L. Honeycutt,
Executive Vice President		  802,500   0   1,680,547   1,631,738   1,548,830   0   206,589   5,870,204 
Joakim Weidemanis,
Executive Vice President		  972,400   0   2,585,694   2,510,454   1,951,750   0   206,319   8,226,617 
Jose-Carlos Gutierrez-Ramos,
Senior Vice President and Chief Science Officer		  754,000   0   1,835,920   1,205,025   1,408,170   0   81,942   5,285,057 

 

vi     DANAHER20182023 PROXY STATEMENT13
 
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PROPOSAL 1

Election of Directors

 

PROPOSAL 1 — ELECTION OF DIRECTORS OF DANAHER

The Board has fixed the number of directors at eleven and our entire Board is elected annually. We are seeking your support for the election of the elevenfourteen candidates thatwhom 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 20192024 Annual Meeting of shareholders and until his or her successor is duly elected and qualified.

We believe thesethe nominees set forth below have qualifications consistent with our position as a large, global and diversified science and technology company. We also believe these nominees have the experience and perspective to guide Danaher as we seek to expand our business in high-growth geographies and high-growth market segments,

identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services, adjust to rapidly changing technologies, business cycles and competition and address the demands of an increasingly regulated environment. Set forth below is biographical information regarding each candidate as of March 10, 2023.

Proxies cannot be voted for a greater number of persons than the elevenfourteen 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.

 

2018

Director Nominees

 

RAINER M. BLAIRAge 58CHIEF EXECUTIVE OFFICER

Director

since: 2020

Committees:

•  Executive

•  Finance

•Science & Technology

Other Public

Directorships:

•  None

Mr. Blair has served as Danaher’s President and Chief Executive Officer since September 2020. Since joining Danaher in2010, Mr. Blair has served in a series of progressively more responsible general management positions (and as a Danaherofficer since 2014), including as Vice President - Group Executive from March 2014 until January 2017 and as ExecutiveVice President from January 2017 until September 2020.

Mr. Blair’s broad operating and functional experience across diverse end-markets and geographies, in-depth knowledge ofDanaher’s businesses and of the Danaher Business System and leadership experience from his service in the U.S. Armyare particularly valuable to the Board given the global, diverse nature of Danaher’s portfolio. In addition, Mr. Blair adds deepmulti-cultural experience having lived and worked on three continents.

 

DONALD J. EHRLICH

SKILLS AND QUALIFICATIONS: 
•  Global/International•  M&A
 •Life Sciences

AGE 80      DIRECTOR SINCE: 1985

•  Public Company CEO and/or President
•  Product Innovation  
  

Mr. Ehrlich served as President and Chief Executive Officer of Schwab Corp., a manufacturer of fire-protective safes, files, cabinets and vault doors, from January 2003 until his retirement in July 2008, and has also served on the boards of private and non-profit organizations.

Mr. Ehrlich also founded and served as the chairman and chief executive officer of an NYSE-listed publicly-traded manufacturing company, and has founded and served as CEO of two privately held manufacturing companies. As an entrepreneur and business leader who began his career on the factory floor, has been awarded over fifteen patents and worked his way to leadership of an NYSE-listed publicly-traded company, Mr. Ehrlich has a broad understanding of the strategic challenges and opportunities facing a publicly-traded company such as Danaher. He also has a broad, functional skill-set in the areas of engineering, finance, capital allocation and executive compensation.

LINDA HEFNER FILLER

AGE 57      DIRECTOR SINCE: 2005

  
  
FEROZ DEWANAge 46INDEPENDENT

Director

since: 2022

Committees:

•  Finance

•  Nominating & Governance

•  Science & Technology

Other Public

Directorships:

•  None

Mr. Dewan has served as the Chief Executive Officer of Arena Holdings Management LLC, an investment holding company, since 2016. Previously, Mr. Dewan served in a series of positions with Tiger Global Management, an investment firm, from 2003 to 2015, including most recently as Head of Public Equities. He also served as a Private Equity Associate at Silver Lake Partners, a private equity firm focused on leveraged buyout and growth capital investments in technology, technology-enabled and related industries, from 2002 to 2003. Within the past five years, Mr. Dewan served on the board of directors of each of The Kraft Heinz Company and Fortive Corporation.

Mr. Dewan’s qualifications to sit on the Board include, among other factors, extensive experience in the technology industry and with technology-related companies, including extensive experience in valuation, investments and acquisitions, financial reporting, risk management, corporate governance, capital allocation, and operational oversight. Mr. Dewan was originally proposed to the Nominating and Governance Committee for election as a director by one of the Company’s directors.

SKILLS AND QUALIFICATIONS:
•  Global/International•  Accounting
•  Digital Technology•  Finance
•  M&A

2023 PROXY STATEMENT14
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LINDA FILLERAge 63INDEPENDENT

Director

since: 2005

Committees:

•  Nominating & Governance (Chair)

•  Science & Technology

Other Public

Directorships:

•  The Carlyle Group

Ms. Hefner Filler servedretired as President of Retail Products, Chief Marketing Officer and Chief Merchandising Officer ofat Walgreen Co.,a national drugstore chain, from January 2015 toretail pharmacy company, in April 2017. From March 2013 until June 2014,Prior to Walgreen Co., Ms. Hefner Filler served as President, North America of Claire’s Stores, Inc., a specialty retailer; from May 2007 to June 2012, asretailer, and in Executive Vice President of Wal-Mart Storesroles at Walmart Inc., an operator ofa retail stores and warehouse clubs,wholesale operations company, and from April 2009 to June 2012 also as Chief Merchandising Officer for Sam’s Club, a division of Wal-Mart; and from May 2004 through December 2006, as Executive Vice President—Global Strategy forat 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. Hefner Filler has served in senior management roles with leading retail and consumer goods companies, with generalmanagement responsibilities and responsibilities in the areas of marketing, branding and merchandising. Understandingand responding to the needs of our customers is fundamental to Danaher’s business strategy, and Ms. Hefner Filler’s keenmarketing and branding insights have been a valuable resource to Danaher’s Board. Her prior leadership experiences withlarge public companies have given her valuable perspective for matters of global portfolio strategy and capital allocationas well as global business practices.

DANAHERSKILLS AND QUALIFICATIONS:2018 PROXY STATEMENT   1

  Proposal 1 — Election of Directors of Danaher

THOMAS P. JOYCE, JR.

  
•  Global/International•  Public Company CEO and/or President
•  Product Innovation•  Branding/Marketing   

AGE 57      DIRECTOR SINCE: 2014

•  M&A		  
  

Mr. Joyce has served as Danaher’s President and Chief Executive Officer since September 2014. Mr. Joyce joined Danaher in 1989 and served in leadership positions in a variety of different functions and businesses before his promotion to President and Chief Executive Officer. His broad operating and functional experience and in-depth knowledge of Danaher’s businesses and of the Danaher Business System are particularly valuable to the Board given the complex, diverse nature of Danaher’s portfolio.

TERI LIST-STOLL

AGE 55      DIRECTOR SINCE: 2011  
  
TERI LISTAge 60INDEPENDENT

Director

since: 2011

Committees:

•  Audit

•  Compensation

Other Public

Directorships:

•  Microsoft Corporation

•  Visa Inc.

•  DoubleVerify Holdings, Inc.

Ms. List-Stoll hasList served as Executive Vice President and Chief Financial Officer of Gap Inc., a global clothing retailer, sincefrom January 2017.2017 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 foodand beverage company, as Advisor from March 2015 to May 2015, as Executive Vice President and Chief Financial Officerfrom 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-StollList served in a series of progressively more responsible positions in the accountingand finance organization of The Procter & Gamble Company, a consumer goods company, most recently as Senior VicePresident and Treasurer. Prior to joining Procter & Gamble, Ms. List-StollList was employed by the accounting firm of Deloitte &Touche for almost ten years. Within the past five years, Ms. List-Stoll is a member ofList served on the board of directors of Microsoft Corporation.Oscar Health, Inc.

 

Ms. List-Stoll’sList’s experience dealing with complex finance and accounting matters for Gap, Dick’s, Kraft and Procter & Gamblehave given her an appreciation for and understanding of the similarly complex finance and accounting matters that Danaherfaces. In addition, through her leadership roles with large, global companies she has insight into the business practicesthat 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 anddedication to Danaher and her retirement from full-time employment our Board has determined that Ms. List’s simultaneousservice on the audit committee of more than three public companies does not impair her ability to effectively serve on ourAudit Committee. In 2022, Ms. List attended all of the meetings of the Board and of the committees on which she served.

SKILLS AND QUALIFICATIONS:  

•  Global/International•  Accounting
•  Digital Technology•  Finance
•  M&A
  

WALTER G. LOHR, JR.

  
WALTER G. LOHR, JR.Age 79INDEPENDENT

Director

since: 1983

Committees:

•  Compensation

•  Finance

•  Nominating & Governance

Other Public

Directorships:

•  None

 

AGE 74      DIRECTOR SINCE: 1983

Mr. Lohr was a partner of Hogan Lovells, a global law firm, for over five years until retiring in June 2012, and has also served on the boards of private and non-profit organizations.

Prior to his tenure at Hogan Lovells, Mr. Lohr served as assistant attorney general for the State of Maryland. He

Mr. Lohr has extensive experience advising companies in a broad range of transactional matters, including mergers andacquisitions, contests for corporate control and securities offerings. His extensive knowledge of the legal strategies, issuesand dynamics that pertain to mergers and acquisitions and capital raising has been a critical resource for Danaher giventhe importance of its acquisition program.

SKILLS AND QUALIFICATIONS:
•  M&A


•  Government, legal or regulatory


2023 PROXY STATEMENT15
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JESSICA L. MEGA, MD, MPHAge 48INDEPENDENT

Director

since: 2019

Committees:

•  Compensation

•  Science & Technology

Other Public

Directorships:

•  None

 

 

Dr. Mega co-founded and served as Chief Medical and Scientific Officer at Verily Life Sciences LLC, a subsidiary of Alphabet Inc. focused on life sciences and healthcare, from March 2015 to January 2023. Prior to joining Verily, she served as Cardiologist and Senior Investigator at Brigham & Women’s Hospital from 2008 to March 2015. Dr. Mega has also servedas a faculty member at Harvard Medical School and a senior investigator with the TIMI Study Group, where she helpedlead 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 andscientific insights into partnerships and programs that improve patient outcomes. Dr. Mega’s clinical background andexperience re-imagining how clinical trial data is collected and analyzed offer valuable insights for Danaher, given ourstrategic focus on life sciences and healthcare applications.

SKILLS AND QUALIFICATIONS:
•  Life Sciences•  Digital Technology
•  Health care management

•  Government, legal or regulatory

  

MITCHELL P. RALES

AGE 61      DIRECTOR SINCE: 1983

  
  
MITCHELL P. RALESAge 66CHAIRMAN OF THE EXECUTIVE COMMITTEE

Director

since: 1983

Committees:

•  Executive (Chair)

•  Finance (Chair)

Other Public

Directorships:

•  ESAB Corporation

•  Enovis Corporation (formerly known as Colfax Corporation)

Mr. Rales is a co-founder of Danaher and has served as Chairman of the Executive Committee of Danaher since 1984.He was also President of the Company from 1984 to 1990. Mr. Rales is also a memberbrother of Steven M. Rales. Within the past fiveyears, Mr. Rales served on the board of directors of each of Colfax Corporation and Fortive Corporation, and is a brother of Steven M. Rales.Corporation.

The strategic vision and leadership of Mr. Rales and his brother, Steven Rales, helped create the Danaher Business Systemand have guided Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Danaher, he is well-positioned to understand, articulate and advocate for the rights and interests of the Company’s shareholders.

SKILLS AND QUALIFICATIONS:
•  Global/International•  Public Company CEO and/or President
•  M&A



•  Finance



  

2     DANAHER2018 PROXY STATEMENT  
STEVEN M. RALESAge 71

CHAIRMAN OF THE BOARD

Proposal 1 — Election of Directors of Danaher  Director

since: 1983

 

Committees:

•  Executive

•  Finance

•  Science & Technology

 

Other Public Directorships:

•  None

 

STEVEN M. RALES

AGE 66      DIRECTOR SINCE: 1983

Mr. Rales is a co-founder of Danaher and has served as Danaher’s Chairman of the Board since 1984. He was also CEO ofthe Company from 1984 to 1990. Mr. Rales is also a memberbrother of Mitchell P. Rales. Within the past five years, Mr. Rales servedon the board of directors of Fortive Corporation, and is a brother of Mitchell P. Rales.Corporation.

 

The strategic vision and leadership of Mr. Rales and his brother, Mitchell Rales, helped create the Danaher Business Systemand have guided Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Danaher, he is well-positioned to understand, articulate and advocate for the rights and interests of the Company’s shareholders.

SKILLS AND QUALIFICATIONS:  
•  Global/International•  Public Company CEO and/or President
•  M&A

•  Finance

  

JOHN T. SCHWIETERS

AGE 78      DIRECTOR SINCE: 2003

  
  
PARDIS C. SABETI, MD, D.PHILAge 47

Director

since: 2019

Committees:

•  Science & Technology

Other Public

Directorships:

•  None

Dr. Sabeti has served as an Investigator for the Howard Hughes Medical Institute (“HHMI”), a non-profit medical researchorganization, since November 2015. Dr. Sabeti is a professor at the Center for Systems Biology and the Department ofOrganismic and Evolutionary Biology at Harvard University and the Department of Immunology and Infectious Disease atHarvard 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 computationalalgorithms to investigate the genomes of humans and infectious microbes. Her expertise in infectious disease researchoffers significant value to Danaher as we seek to develop research tools for use in determining the causes of disease,identification of new therapies and testing of new drugs and vaccines.

SKILLS AND QUALIFICATIONS:
•  Life Sciences•  Digital Technology
•  Diagnostics

2023 PROXY STATEMENT16
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A. SHANE SANDERSAge 60INDEPENDENT

Director

since: 2021

Committees:

•  Audit

•  Nominating & Governance

Other Public

Directorships:

•  Commvault

Mr. Sanders served in a series of progressively more responsible leadership positions with Verizon Communications Inc.,a telecommunications company, from 1997 until December 2022, including most recently as Senior Vice President ofBusiness Transformation from March 2020 to December 2022 and as Senior Vice President of Corporate Finance from 2015to March 2020. Prior to joining Verizon, Mr. Sanders served in various finance roles at Hallmark Cards, Inc., a retailer ofgreeting 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 functionalareas, including financial planning and analysis, risk management, audit and public reporting and compliance. His broadand deep experience in a large, dynamic organization gives him a keen understanding of the range of finance andaccounting matters and judgments Danaher encounters. In addition, his business transformation experience offers valuableperspectives as Danaher continues to grow and evolve its portfolio of businesses.

SKILLS AND QUALIFICATIONS:
•  Global/International•  Accounting
•  M&A•  Finance
•  Digital Technology
JOHN T. SCHWIETERSAge 83INDEPENDENT

Director

since: 2003

Committees:

•  Audit (Chair)

•  Nominating & Governance

Other Public

Directorships:

•None

Mr. Schwieters has served as Principal of Perseus TDC, a real estate investment and development firm, since July 2013.He also served as a Senior Executive of Perseus, LLC, a merchant bank and private equity fund management company,from May 2012 to June 2016 and as Senior Advisor from March 2009 to May 2012. Within the past five years Mr. Schwieters has served as a director of Smithfield Foods, Inc. and Choice Hotels International, Inc.

 

In addition to his roles with Perseus, Mr. Schwieters led the Mid-Atlantic region of one of the world’s largest accountingfirms 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.

 

ALAN G. SPOON

SKILLS AND QUALIFICATIONS:		  
•  M&A•  Accounting
 

AGE 66      DIRECTOR SINCE: 1999

•  Finance

  
  
ALAN G. SPOONAge 71INDEPENDENT

Director

since: 1999

Committees:

•  Compensation (Chair)

Other Public

Directorships:

•  Fortive Corporation

•  IAC/InterActiveCorp.

•  Match Group, Inc.

Mr. Spoon has served as Partner Emeritus of Polaris Partners a company that invests in private technology and life science firms, sincefrom January 2015. Mr. Spoon has been a partner at Polaris since May 2000, and served as2016 to June 2018, Managing General Partnerfrom 2000 to 2010 and Partner from 2000 to 2010.2018. Within the past five years, Mr. Spoon is also a member ofserved on the board of directorsof each of Fortive Corporation, IAC/InterActiveCorp., Match Group, Inc. and Cable One, Inc.

 

In addition to his leadership roleroles at Polaris Partners, Mr. Spoon has previously served as president, chief operating officerand chief financial officer of one of the country’s largest, publicly-traded education and media companies, and has servedon the boards of numerous public and private companies. His public company leadership experience gives him insightinto business strategy, leadership and executive compensation and his public company and private equity experience givehim insight into technology and life science trends, acquisition strategy and financing, each of which represents an area of key strategic opportunity for the Company.

SKILLS AND QUALIFICATIONS:  
•  Product Innovation•  Public Company CEO and/or President
 •  Digital Technology

RAYMOND C. STEVENS, PH.D.

•  Finance 

AGE 54      DIRECTOR SINCE: 2017

•  M&A

  
  

2023 PROXY STATEMENT17
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RAYMOND C. STEVENS, PH.D.Age 59INDEPENDENT

Director

since: 2017

Committees:

•  Audit

•  Science & Technology

Other Public

Directorships:

•  Structure Therapeutics

Professor Stevens has served as Chief Executive Officer of Structure Therapeutics (formerly known as ShouTi), abiotechnology 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, sincefrom July 2014.2014 to August 2021. From 1999 until July 2014, he served as Professor of Molecular Biology and Chemistry with TheScripps Research Institute, a non-profit research organization. Professor Stevens ishas also Founding Director of the iHuman Institute at ShanghaiTech University, and has launched multiple biotechnologycompanies 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 drugdevelopment, are highly beneficial to Danaher given our strategic focus on the development of research tools used tounderstand the causes of disease, identify new therapies and test new drugs and vaccines. His extensive experienceliving and working in China is also valuable to Danaher given China’s strategic significance to our business.

SKILLS AND QUALIFICATIONS:  

•  Global/International•  Product Innovation
•  Life Sciences•  Public Company CEO and/or President
  DANAHER2018 PROXY STATEMENT      3

  Proposal 1 — Election of Directors of Danaher

ELIAS A. ZERHOUNI, M.D.

  
ELIAS A. ZERHOUNI, MDAge 71INDEPENDENT

AGE 66      DIRECTOR SINCE:Director

since: 2009

Committees:

•  Nominating & Governance

•  Science & Technology (Chair)

Other Public

Directorships:

•  OPKO Health, Inc.

 

 

Dr. Zerhouni has served as President and Vice Chairman of OPKO Health, Inc. a medical test and medication company, sinceMay 2022. He previously served as President, Global Research & Development, for Sanofi S.A., a global pharmaceuticalcompany, since January 2011.from 2011 to June 2018. From 2008 until 2011, heDr. Zerhouni provided advisory and consulting services to variousnon-profit and other organizations as Chairman and President of Zerhouni Holdings. From 2002 to 2008, Dr. Zerhounihe served asdirector of the National Institutes of Health, and from 1996 to 2002, he served as Chair of the Russell H. Morgan Departmentof Radiology and Radiological Sciences, Vice Dean for Research and Executive Vice Dean of the Johns Hopkins Schoolof 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 hisdeep, technical knowledge of the research and clinical applications of medical technologies, are of considerable importancegiven Danaher’s strategic focus in the medical technologies markets. Dr. Zerhouni’s government experience also giveshim a strong understanding of how government agencies work, and his experience growing up in North Africa, togetherwith the global nature of the issues he faced at NIH and his role at France-based Sanofi, give him a global perspectivethat is valuable to Danaher.

 

The Board of Directors recommends a vote FOR each of the foregoing nominees.

4     DANAHERSKILLS AND QUALIFICATIONS:2018 PROXY STATEMENT  
 •  Global/International

•  Health care management
•  Life Sciences•  Government, legal or regulatory

Proposal 1 — Election of Directors of Danaher  

•  Diagnostics•  Public Company CEO and/or President

 

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

2023 PROXY STATEMENT18
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Board Selection and Refreshment

Director Selection.Selection

The Board and its Nominating and Governance Committee believe that it is important that our directors demonstrate:

 

personal and professional integrity and character;
•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.

 

prominence and reputation in his or her profession;

skills, knowledge and expertise (including business or other relevant experience) that in aggregate are useful and appropriate in overseeing and providing strategic direction with respect to Danaher’s business and serving the long-term interests of Danaher’s shareholders;

the capacity and desire to represent the interests of the shareholders as a whole; and

availability to devote sufficient time to the affairs of Danaher.

The Nominating 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 in some cases, by a third-party search firm.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, the evaluations of other prospective nominees and the qualifications of each potential nominee relative to the attributes, skills and experience described above. The Board does not have

When Danaher recruits a formaldirector candidate, either a search firm engaged by the Committee 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 (with respect to race, gender and national origin)member of the Board when considering director nominees.contacts the prospect to assess interest and availability. The candidate will then meet with members of the Board does not make any particular weightingand at the same time, the Committee with the support of diversity or any other characteristic in evaluating nominees and directors.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, the Committee makes an initial determination is made as to whether to conduct a full evaluation of the candidate. The Committee’s determination of whether to conduct a full evaluation iscandidate based primarily on the Committee’s view as to whether a new or additional Board member is necessary or appropriate at such time, the likelihood that the prospective nominee can satisfy the evaluation factors described above, and any other factors as the Committee may deem appropriate. The Committee takes into account whatever information is provided to the Committee with the recommendation of the prospective candidate and any additional inquiries the Committee may, in its discretion, conduct or have conductedand any other factors the Committee may deem appropriate.

Director Skills, Expertise, and Diversity

Diversity is an important consideration in the Board’s decision-making with respect to such prospective nominee.

Board composition. The graph below illustratesBoard 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 represented onappropriate 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. As of the date of this Proxy Statement, half of the Company’s Board members are diverse from a gender and/or race/ethnicity perspective, one Board member is a U.S. military veteran and our Board:Board includes a broad range of ages and national origins. Recognizing how this diversity has contributed to our Board and consistent with the DBS principle of continuous improvement, our Board is committed to increasing to at or above 30% the percentage of gender-diverse directors by the time of the Company’s 2024 Annual Meeting.

 

ACCOUNTING/FINANCE         

     2023 PROXY STATEMENT19
 2

BRANDING AND MARKETING        

2

GOVERNMENT        

1

INTERNATIONAL        

4

LEGAL        

1

LIFE SCIENCES/HEALTH TECHNOLOGY         

3

M&A / CORPORATE FINANCE         

8

PUBLIC COMPANY CEO AND/OR PRESIDENT        

5

TECHNOLOGY/INNOVATION STRATEGY        

6Back to Contents

The chart that follows illustrates the diverse set of skills, expertise and backgrounds represented on our Board.

SKILLS AND EXPERTISEBlairDewanFillerListLohrMegaM. RalesS. RalesSabetiSandersSchwietersSpoonStevensZerhouni
Global/international     
Life sciences         
Diagnostics            
 Health care management            
Product innovation          
Digital technology        
M&A    
Public company CEO and/or President       
Accounting          
Finance       
Branding/marketing             
Government, legal or regulatory           
                
Age5846636079486671476083715971
GenderMMFFMFMMFMMMMM
Race/Ethnicity*CACCCCCCMBCCCN
Born outside U.S.          
U.S. Military Veteran             

“A” refers to Asian “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

2023 PROXY STATEMENT20
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Board Orientation

Our new director orientation program includes extensive meetings with Danaher management and familiarizes new directors with Danaher’s businesses, strategies, policies and the Danaher Business System; assists them in developing company and industry knowledge to optimize their Board service; and educates them with respect to their fiduciary duties and legal responsibilities and Danaher’s sustainability framework.

Board Refreshment and Succession Planning

Our Board actively considers Board refreshment. Using our Board skills matrix as a guide as well as the results of our annual Board and committee self-assessment process (discussed below), the Nominating and Governance Committee evaluates Board composition at least annually and

DANAHER2018 PROXY STATEMENT      5

  Proposal 1 — Election of Directors of Danaher

identifies for Board consideration areas of expertise that would complement and enhance our current Board. In consideringGiven the Committee’s recommendations,critical role of acquisitions in our overall strategy as well as the diversity of our portfolio, it is essential that our Board include members with the experience of having led the Company through a range of M&A and economic cycles. However, the Board also seeks to thoughtfully balance the knowledge and experience that comes from longer-term Board service with the fresh ideas, energyperspectives and new domain expertise that can come from adding new directors. We have added five new directors over the past four years, reducing Danaher’s average director tenure by more than 16% over that period.

The recent additionBoard addresses succession planning for key Board leadership roles (such as Chairman of Raymond C. Stevens, Ph.D.the Board, Lead Independent Director and Committee chairs) by seeking to ourensure the depth of expertise on the Board is evidencesufficient to provide appropriate successors in the event of our focus on refreshment.a succession event.

Proxy Access

Our Amended and Restated Bylaws (“Bylaws”) permit a shareholder, or a group of up to twenty shareholders, owning three percent or more of the Company’s outstanding shares of Common Stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials a number of director nominees up to the greater of (x) two, or (y) twenty percent of the Board (or, if such amount is not a whole number, the closest whole number below twenty percent), provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.

Majority Voting Standard

General

General

Our Bylaws provide for majority voting in uncontested director elections, and our Board has adopted a director resignation policy. Under the policy, our Board will not appoint or nominate for election to the Board any person who has not tendered in advance an irrevocable resignation effective in such circumstances where the individual does not receive a majority of the votes cast in an uncontested election and such resignation is accepted by the Board. If an incumbent director is not elected by a majority of the votes cast in an uncontested election, our Nominating and Governance Committee will submit for prompt consideration by the Board a recommendation whether to accept or reject the director’s resignation. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.

Contested Elections

At any meeting of shareholders for which the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the Company’s Bylaws and such nomination has not been withdrawn on or before the tenth day before the Company first mails its notice of meeting to the Company’s shareholders, the directors will be elected by a plurality of the votes cast. This means that the nominees who receive the most affirmative votes would be elected to serve as directors.

 

6     DANAHER20182023 PROXY STATEMENT21
 
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CORPORATE GOVERNANCE

 

CORPORATE GOVERNANCE

Corporate Governance Overview

 

Our Board of Directors recognizes that Danaher’s success over the long-term requires a robust framework of corporate governance that serves the best interests of all our shareholders. Below are highlights of our corporate governance framework, and additional details follow in the sections below.

 

Our Board of Directors recognizes that Danaher’s success over the long-term requires a robust framework of corporate governance that serves the best interests of all our shareholders. Below are highlights of our corporate governance framework, and additional details follow in the sections below.

☑  Board refreshment remains a key area of focus for us, as evidencedus. We have added five new directors over the past four years, reducing Danaher’s average director tenure by the recent addition of Raymond C. Stevens, Ph.D. to our Board.more than 16% over that period.

☑  Our Bylaws provide for proxy access by shareholders.

☑  Our Chairman and CEO positions are separate.

☑  Our Board has established a Lead Independent Director position.

☑  All of our directors are elected annually.

☑  In uncontested elections, our directors must be elected by a majority of the votes cast, and anwe have a director resignation policy that applies to any incumbent director who fails to receive such a majority automatically tenders his or her resignationmajority.

☑  Our shareholders have the right to act by written consent.

☑  Shareholders owning 25% or more of our outstanding shares may call a special meeting of shareholders.

☑  We have never had a shareholder rights plan.

☑  We have no supermajority voting requirements in our Certificate of Incorporation or Bylaws.

☑  All members of our Audit, Compensation and Nominating and Governance Committees are independent as defined by the New York Stock Exchange listing standards and applicable SEC rules.

☑  Danaher (including its subsidiaries during the period we have owned them) has made no political contributions since at least 2012, and has no intention of contributing any Danaher funds or assets for political purposes, and we disclose ourdiscloses its political expenditures policy on ourits public website.

The 2022 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Danaher as a First Tier company.

 

Shareholder Engagement Program

We actively seek and highly value feedback from our shareholders. During 2017, in addition to our traditional Investor Relations outreach efforts, we engaged with shareholders representing approximately 25% of our outstanding shares on topics including our business and financial performance, governance and executive compensation programs and sustainability initiatives. Feedback received during these meetings was shared with our Nominating & Governance Committee and Compensation Committee, informing their decision-making.

Board Leadership Structure, Risk Oversight and CEO Succession Planning

Board Leadership Structure

The Board has separated the positions of Chairman and CEO because it believes that, at this time, this structure best enables the Board to ensure that Danaher’s business and affairs are managed effectively and in the best interests of shareholders. This is particularly the case in light of the fact that the Company’s Chairman is Steven Rales, aco-founder of the Company who owns approximately 6.2six percent of the Company’s outstanding shares, served as CEO of the company from 1984 to 1990 and continues to serve as an executive officer of the company. As a result of his substantial ownership stake in the Company, the Board believes that Mr. Rales is uniquely able to understand, articulate and advocate for the rights and interests of the Company’s shareholders. Moreover, Mr. Rales uses his management experience with the Company and Board tenure to help ensure that thenon-management directors have a keen understanding of the Company’s business as well as the strategic and other risks and opportunities that the Company faces. This enables the Board to more effectively provide insight and direction to, and exercise oversight of, the Company’s President and CEO and the rest of the management team responsible for the Company’sday-to-day business (including with respect to oversight of risk management).

Because Mr. Rales is not independent within the meaning of the NYSE listing standards, our Corporate Governance Guidelines require the appointment of a “Lead Independent Director” and Mr. Ehrlich has beenour independent directors have appointed Ms. Filler as our Lead Independent Director. As the Lead Independent Director, Mr. Ehrlich:Ms. Filler:

presides at all meetings of the Board at which the Chairman of the Board and the Chair of the Executive Committee are not present, including the executive sessions ofnon-management directors;

has the authority to call meetings of the independent directors;

acts as a liaison as necessary between the independent directors and the management directors; and

advises with respect to the Board’s agenda.

 

•Presides at all meetings of the Board at which the Chairman of the Board and the Chairman of the Executive Committee are not present, including the executive sessions of non-management directors, which are typically held at the end of each regularly scheduled Board meeting.

2023 PROXY STATEMENT22
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•Has the authority to call meetings of the independent directors. Ms. Filler has exercised this authority by typically requiring meetings of the non-management directors at the end of every regularly scheduled Board meeting.
•Serves as a liaison between the Chairman and the independent directors. Ms. Filler engages frequently with Mr. Steven Rales on a range of topics relating to the Board and the Company’s governance program.
•Approves information sent to the Board.
•Approves meeting agendas for the Board.
•Approves meeting schedules to assure that there is sufficient time for discussion of all agenda items.
•Engages with major shareholders, including direct communication, as appropriate.

Board Oversight

Strategy

One of the Board’s primary responsibilities is overseeing management’s development and execution of the Company’s strategy.

At least quarterly, the CEO, our executive leadership team and other business leaders provide detailed business and strategy updates to the Board. The Board annually conducts an even more in-depth review of the Company’s overall strategy. At these reviews, the Board engages with our executive leadership team and other business leaders regarding business objectives and the application of DBS, the competitive landscape, economic trends and other developments. On an annual basis the Board also reviews the Company’s human capital, risk assessment/risk management, compliance and sustainability programs as well as the Company’s operating budget, and at meetings occurring throughout the year the Board reviews acquisitions, strategic investments and other capital allocation topics as well as the Company’s operating and financial performance, among other matters. The Board also looks to the expertise of its committees to inform strategic oversight in their areas of focus.

SPOTLIGHT: OVERSIGHT OF STRATEGIC ACQUISITIONS
The Board oversees Danaher’s strategic acquisition and integration process. Danaher views acquisitions as an important element of our strategy to deliver long-term shareholder value. Our Board includes ten members with extensive business combination experience. That depth of experience allows the Board to constructively engage with management and effectively evaluate acquisitions for alignment with our strategy, culture and financial goals. Management is charged with identifying potential acquisition targets, executing transactions and managing integration, and our Board’s oversight extends to each of these elements. Management and the Board regularly discuss potential acquisitions and their role in the Company’s overall business strategy. These discussions address acquisitions in process and potential future acquisitions, and cover a broad range of matters which may include valuation, due diligence, risk and anticipated synergies with Danaher’s businesses and strategy. With respect to more significant acquisitions, such as the Company’s 2020 acquisition of Cytiva and 2021 acquisition of Aldevron, the Board typically discusses and evaluates the proposed opportunity over multiple meetings. The Board’s acquisition oversight also extends across transactions and over time; at least annually the Board reviews and provides feedback regarding the operational and financial performance of our historical acquisitions.
 DANAHER2018 PROXY STATEMENT      7

SPOTLIGHT: OVERSIGHT OF HUMAN CAPITAL MANAGEMENT AND CEO SUCCESSION PLANNING

•  Corporate GovernanceThe Board and Compensation Committee engage with our senior leadership team and human resources executives on a regular basis across a range of human capital management topics. As discussed above, Danaher is committed to attracting, developing, engaging and retaining the best people from around the world to sustain and grow our science and technology leadership. Working with management, the Board and Compensation Committee oversee matters including culture, succession planning and development, compensation, benefits, talent recruiting and retention, associate engagement and diversity, equity and inclusion. The Board reviews the Company’s human capital strategy annually and at other times during the year in connection with significant initiatives and acquisitions, supported by the Compensation Committee’s oversight of our executive and equity compensation programs.

•With the support of our Nominating and Governance Committee, our Board also maintains and annually reviews both a long-term succession plan and emergency succession plan for the CEO position. The foundation of the long-term CEO succession planning process is a CEO development model consisting of three dimensions: critical experiences, leadership capabilities and personal characteristics/traits. The Board uses the development model as a guide in preparing candidates, and also in evaluating candidates for the CEO and other executive positions at the Board’s annual talent review and succession planning session. At the annual session, the Board evaluates and compares candidates using the development model, and reviews each candidate’s development actions, progress and performance over time. The candidate evaluations are supplemented with periodic 360-degree performance appraisals, and the Board also regularly interacts with candidates at Board dinners and lunches, through Board meeting presentations and at the Company’s annual leadership conference.

 

2023 PROXY STATEMENT23
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Risk

Risk Oversight

The Board’s role in risk oversight at the Company is consistent with the Company’sour leadership structure, with management havingday-to-day responsibility for assessing and managing the Company’sour risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company. The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to the Board committees. Generally, the Board delegates risk oversight responsibility to its committees where it believes the committee’s focused domain expertise will support efficient and effective oversight, and each committee typically has responsibility with respect to risks that are associated with the purpose of, and responsibilities delegated to, that committee. Each committeeof the Audit, Compensation, Nominating and Governance, and Science and Technology Committees reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities. On an annual basis,The timeframe over which the Company’s Risk Committee (consistingBoard and its committees evaluate risk typically varies depending on the nature of members of senior management) inventories, assessesthe risk. From time to time, the Board and/or its committees may consider inputs from outside advisors with respect to certain risks and prioritizes the most significant risks facing the Company as well as related mitigation efforts and provides a report to the Board.risk trends. With respect to the manner in which the Board’s risk oversight function impacts the Board’s leadership structure, as described above, our Board believes that Mr. Steven Rales’ management experience and tenure help the Board to more effectively exercise its risk oversight function.

 

The graphic below summarizes the primary areas of risk overseen by the Board and by each of its committees.

2023 PROXY STATEMENT24
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Danaher’s disclosure controls and procedures documentation specifically references our annual enterprise risk assessment process as an element of our disclosure controls and procedures, and requires membership overlap between Danaher’s Disclosure Committee and Danaher’s Risk Committee.

SPOTLIGHT: OVERSIGHT OF CYBERSECURITY RISK

Danaher’s goal is to maintain a secure environment for our products, data and systems that effectively supports our business objectives and customer needs. Our commitment to cybersecurity emphasizes cultivation of a security-minded culture through security education and training, and a programmatic and layered approach that reflects industry best practice.

  BOARD/COMMITTEE

We have adopted a comprehensive Information Security Policy that clearly articulates Danaher’s expectations and requirements with respect to acceptable use, risk management, data privacy, education and awareness, security incident management and reporting, identity and access management, third-party management, security (with respect to physical assets, products, networks and systems), security monitoring and vulnerability identification. The policy sets forth a detailed security incident management and reporting protocol, with clear escalation timelines and responsibilities. We also maintain a global incident response plan and regularly conduct exercises to help ensure its effectiveness and our overall preparedness.

PRIMARY AREAS OF RISK OVERSIGHTWe believe cybersecurity is the responsibility of every associate. We regularly educate and share best practices with our associates to raise awareness of cyber threats. Every year, all associates in administrative, business, technical, professional, management and executive career categories are required to take information security and protection training as part of the Danaher Annual Training Program, and (in most countries where we operate) are required to certify their awareness of and compliance with the Information Security Policy. We also conduct monthly education, training and cyber-event simulations for our associates to reinforce awareness of the cyber threat landscape.

Full BoardWe take measures to regularly improve and update our cybersecurity program, including independent program assessments, penetration testing and scanning of our systems for vulnerabilities.

Risks associatedThe cybersecurity program is led by the Company’s Chief Information Security Officer, who along with Danaher’s strategic plan, acquisitionChief Information Officer, provide multiple updates each year to the Audit Committee regarding this program, including information about cyber-risk management governance and capital allocation program, capital structure, liquidity, organizational structurethe status of projects to strengthen cybersecurity effectiveness. The Audit Committee regularly briefs the full Board on these matters, and other significant risks, and overall risk assessment and riskthe full Board also receives periodic briefings from management policies.

Audit Committee

Major financial risk exposures, significant legal, compliance, reputational and cyber security risks and overall risk assessment and risk management policies.

Compensation Committee

Risks associated with compensation policies and practices, including incentive compensation.

Nominating and Governance Committee

Risks related to corporate governance, effectiveness of Board and committee oversight and review of director candidates, conflicts of interest and director independence.

on our cybersecurity program.

CEO Succession Planning

With the support of our Nominating and Governance Committee, our Board maintains and annually reviews both a long-term succession plan and emergency succession plan for the CEO position. The foundation of the long-term succession planning process is a CEO development model consisting of two dimensions, leadership behaviors and development experiences. The Board uses the development model as a guide in preparing candidates, and also in evaluating candidates for the CEO and other executive positions at the Board’s annual talent review and succession planning session. At the annual session, the Board evaluates and compares candidates using the development model, and reviews each candidate’s development actions and progress over time as well as business performance. The candidate evaluations are supplemented with periodic360-degree performance appraisals, and the Board also regularly interacts with candidates at Board dinners and lunches, through Board meeting presentations and at the Company’s annual leadership conference.

2023 PROXY STATEMENT25

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Board of Directors and Committees of the Board

 

General

 

General

The Board met sevensix times during 2017.in 2022. All directors attended at least 75%90% (and twelve of the aggregatedirectors attended 100%) of the total number of meetings of the Board and of allthe committees of the Board on which they served (duringheld during the period they so served) during 2017.served. Danaher typically schedules a Board meeting in conjunction with each annual meeting of shareholders and as a general matter expects that the members of the Board will attend the annual meeting. ElevenThirteen of our directors (which constituted the entire Board as of such time) attended the Company’s annual meeting in May 2017.2022.

The membership of each of the Board’s committees as of March 12, 201810, 2023 is set forth to the right.below. While each of the Committeescommittees is authorized to delegate its powers tosub-committees, none of the Committeecommittees did do so during 2017.2022. The Audit, Compensation, Nominating & Governance and Nominating and GovernanceScience & Technology Committees report to the Board on their actions and recommendations at each regularly scheduled Board meeting.

  NAME OF DIRECTORAUDITCOMPENSATION

NOMINATING AND

GOVERNANCE

EXECUTIVEFINANCE

Donald J. Ehrlich

XChair

Linda Hefner Filler

Chair

Thomas P. Joyce, Jr.

XX

Walter G. Lohr, Jr.

XXX

Teri List-Stoll

X

Mitchell P. Rales

ChairChair

Steven M. Rales

XX

John T. Schwieters

ChairX

Raymond C. Stevens, Ph.D.

Alan G. Spoon

X

Elias A. Zerhouni, M.D.

X

8     DANAHER2018 PROXY STATEMENT

Corporate Governance  

Audit Committee

The Audit Committee met seven times during 2017. The Audit Committee prepares a report as required by the SEC to be included in this Proxy Statement and assists the Board in overseeing:

the quality and integrity of Danaher’s financial statements;

the effectiveness of Danaher’s internal control over financial reporting;

the qualifications, independence and performance of Danaher’s independent auditors;

the performance of Danaher’s internal audit function and independent auditors;

Danaher’s compliance with legal and regulatory requirements;

the risks described above under “-Risk Oversight”; and

the Company’s swaps and derivatives transactions and related policies and procedures.

The Board has determined that each of the members of the Audit Committee is independent for purposes of Rule10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”) and the NYSE listing standards, qualifies as an audit Each such committee financial expert as that term is defined in Item 407(d)(5) of RegulationS-K under the Securities Exchange Act and is financially literate within the meaning of the NYSE listing standards. The Committee typically meets in executive session, without the presence of management, at its regularly scheduled meetings.

Compensation Committee

The Compensation Committee met seven times during 2017. The Compensation Committee discharges the Board’s responsibilities relating to the compensation of our executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, our executive officers. The Committee also:

Name of Director Audit Compensation Nominating & Governance Science & Technology Executive Finance
Rainer M. Blair         
Feroz Dewan         
Linda Filler          
Teri List          
Walter G. Lohr, Jr.         
Jessica L. Mega, MD, MPH          
Mitchell P. Rales          
Steven M. Rales         
Pardis C. Sabeti, MD, D.Phil.           
A. Shane Sanders          
John T. Schwieters          
Alan G. Spoon           
Raymond C. Stevens, Ph.D.          
Elias A. Zerhouni, MD          
# OF MEETINGS HELD IN 2022 7 6 6 5 0 3

 

reviews and discusses with Company management the Compensation Discussion and Analysis and recommends to the Board the inclusion of the Compensation Discussion and Analysis in the annual meeting proxy statement;

reviews and makes recommendations to the Board with respect to the adoption, amendment and termination of all executive incentive compensation plans and all equity compensation plans, and exercises all authority of the Board (and all responsibilities assigned by such plans to the Committee) with respect to the oversight and administration of such plans;

reviews and considers the results of shareholder advisory votes on the Company’s executive compensation, and makes recommendations to the Board regarding the frequency of such advisory votes;

monitors compliance by directors and executive officers with the Company’s stock ownership requirements;

assists the Board in overseeing the risks described above under “-Risk Oversight”;

prepares the report required by the SEC to be included in the annual meeting proxy statement; and

considers factors relating to independence and conflicts of interests in connection with the compensation consultants that provide advice to the Committee.

Each member of the Compensation Committee is an “outside director” for purposes of Section 162(m), a“non-employee director” for purposes ofRule 16b-3 under the Securities Exchange Act and, based on the determination of the Board, independent under the NYSE listing standards and under Rule10C-1 under the Securities Exchange Act.

Management Role in Supporting the Compensation Committee

Our Senior Vice President-Human Resources, Vice President-Compensation and Secretary generally attend, and fromtime-to-time our CEO attends, the Compensation Committee meetings. In particular, our CEO:

provides background regarding the interrelationship between our business objectives and executive compensation matters and advises on the alignment of incentive plan performance measures with our overall strategy;

participates in the Committee’s discussions regarding the performance and compensation of the other executive officers and provides recommendations to the Committee regarding all significant elements of compensation paid to such officers, their annual, personal performance objectives and his evaluation of their performance (the Committee gives considerable weight to our CEO’s evaluation of and recommendations with respect to the other executive officers because of his direct knowledge of each such officer’s performance and contributions); and

provides feedback regarding the companies that he believes Danaher competes with in the marketplace and for executive talent.

 

Chair

AUDIT COMMITTEE

Members:

•   John T. Schwieters (Chair)

•   Teri List

•   A. Shane Sanders

•   Raymond C. Stevens, Ph.D.

Meetings in 2022:
7

PRINCIPAL RESPONSIBILITIES:

•   assist the Board in overseeing the:

•   quality and integrity of Danaher’s financial statements;

•   effectiveness of Danaher’s internal control over financial reporting;

•   qualifications, independence and performance of Danaher’s independent auditors;

•   performance of Danaher’s internal audit function;

•   company’s compliance with legal and regulatory requirements;

•   risks described above under “Board Oversight - Risk”; and

•   company’s swaps and derivatives transactions and related policies and procedures.

•  prepare the Audit Committee Report included in the Company’s annual Proxy Statement

  DANAHER2018The Board has determined that each of the members of the Audit Committee is independent for purposes of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the NYSE listing standards andis financially literate within the meaning of the NYSE listing standards. In addition, the Board has determined thatMs. List and Messrs. Schwieters and Sanders each qualifies as an audit committee financial expert as that term isdefined in Item 407(d)(5) of Regulation S-K under the Exchange Act. As of February 22, 2023, Mr. Lohr stepped off theAudit Committee and Professor Stevens joined the Audit Committee.

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COMPENSATION COMMITTEE

  Corporate GovernanceMembers:

•   Alan G. Spoon (Chair)

•   Teri List

•   Walter G. Lohr, Jr.

•   Jessica L. Mega, MD, MPH

Meetings in 2022:
6

PRINCIPAL RESPONSIBILITIES:

•   discharge the Board’s responsibilities relating to the compensation of our executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, our executive officers;

•   review and make recommendations to the Board with respect to the adoption, amendment and termination of all executive incentive compensation plans and all equity compensation plans, and exercise all authority of the Board (and all responsibilities assigned by such plans to the Committee) with respect to the oversight and administration of such plans;

•   review and consider the results of shareholder advisory votes on the Company’s executive compensation, and make recommendations to the Board regarding the frequency of such advisory votes;

•   monitor compliance by directors and executive officers with the Company’s stock ownership requirements;

•   assist the Board in overseeing the risks described above under “Board Oversight of Risk”;

•   review and discuss with Company management the Compensation Discussion and Analysis and recommend to the Board the inclusion of the Compensation Discussion and Analysis in the annual meeting proxy statement;

•   prepare the Compensation Committee report included in the annual meeting proxy statement; and

•  consider factors relating to independence and conflicts of interests in connection with the engagement of the compensation consultants that provide advice to the Committee.

Each member of the Compensation Committee is a “non-employee director” for purposes of Rule 16b-3 under theExchange Act and, based on the determination of the Board, independent under the NYSE listing standards and underRule 10C-1 under the Exchange Act. As of February 22, 2023, Dr. Mega joined the Compensation Committee.

MANAGEMENT ROLE IN SUPPORTING THE COMPENSATION COMMITTEE:

Members of our senior management generally attend the Compensation Committee meetings. In addition, our CEO:

•   provides background regarding the interrelationship between our business objectives and executive compensation matters and advises on the alignment of incentive plan performance measures with our overall strategy;

•   participates in the Committee’s discussions regarding the performance and compensation of the other executive officers and provides recommendations to the Committee regarding all significant elements of compensation paid to such officers, their annual, personal performance objectives and his evaluation of their performance (the Committee gives considerable weight to our CEO’s evaluation of and recommendations with respect to the other executive officers because of his direct knowledge of each such officer’s performance and contributions); and

•   provides feedback regarding the companies that he believes Danaher competes with in the marketplace and for executive talent.

Our human resources and legal departments also assist the Committee Chair in scheduling and setting the agendas for the Committee’s meetings, preparing meeting materials and providing the Committee with data relating to executive compensation as requested by the Committee.

INDEPENDENT COMPENSATION CONSULTANT ROLE IN SUPPORTING THE COMPENSATION COMMITTEE:

Under the terms of its charter, the Committee has the authority to engage the services of outside advisors and experts. The Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant since 2008. The Committee engages FW Cook because it is considered one of the premier independent compensation consulting firms and has never provided any services to the Company other than the compensation-related services provided to or at the direction of the Compensation Committee and the Nominating and Governance Committee. FW Cook takes its direction solely from the Committee (and with respect to matters relating to the non-management director compensation program, the Nominating and Governance Committee). In addition to the director compensation advice provided to the Nominating and Governance Committee, FW Cook’s primary responsibilities in 2022 were to:

•   provide advice and data in connection with the structuring of the executive and equity compensation programs and the compensation levels for the Company’s executive officers compared to their peers;

•   assess the Company’s executive compensation program in the context of compensation governance best practices;

•   update the Committee regarding legislative and regulatory initiatives as well as emerging trends and investor views in the area of executive compensation;

•   provide data regarding the share dilution costs attributable to the Company’s aggregate equity compensation program;

•   assist in the review of the Company’s executive compensation public disclosures; and

•   provide advice and data in connection with the structuring of the executive and equity compensation programs of Danaher’s EAS business (which Danaher intends to separate into a publicly-traded company, to be known as Veralto Corporation, in 2023), and the compensation levels for the executive officers thereof compared to their anticipated peers, as well as general advice relating to executive and equity compensation matters related to the separation of the EAS business.

Our human resources and legal departments also assist the Committee Chair in scheduling and setting the agendas for the Committee’s meetings, prepare meeting materials and provide the Committee with data relating to executive compensation as requested by the Committee. At the Committee’s regularly scheduled meetings, the Committee typically meets in executive session without the presence of management.

Independent Compensation Consultant Role in Supporting the Compensation Committee

Under the terms of its charter, the Committee has the authority to engage the services of outside advisors and experts to assist the Committee. The Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as the Committee’s independent compensation consultant since 2008. The Committee engages FW Cook because it is considered one of the premier independent compensation consulting firms and has never provided any services to the Company other than the compensation-related services provided to or at the direction of the Compensation Committee and the Nominating and Governance Committee. FW Cook takes its direction solely from the Committee (and with respect to matters relating to thenon-management director compensation program, the Nominating and Governance Committee). In addition to the director compensation advice provided to the Nominating and Governance Committee, FW Cook’s primary responsibilities in 2017 were to:

provide advice and data in connection with the structuring of Danaher’s executive compensation and equity compensation programs and the compensation levels for the Company’s executive officers and directors compared to their respective peers;

assess the Company’s executive compensation program in the context of compensation governance best practices;

update the Committee regarding legislative and regulatory initiatives and other trends in the area of executive compensation;

provide data regarding the share dilution and compensation costs attributable to the Company’s equity compensation program; and

advise regarding the Company’s executive compensation public disclosures.

The Committee does not place any material limitations on the scope of the feedback provided by FW Cook. In the course of discharging its responsibilities, FW Cook may from time to time and with the Committee’s consent, request from management information regarding compensation amounts and practices, the interrelationship between our business objectives and executive compensation matters, the nature of the Company’s executive officer responsibilities and other business information. The Committee has considered whether the work performed for or at the direction of the Compensation Committee and the Nominating and Governance Committee raises any conflict of interest, taking into account the factors listed in Exchange Act Rule 10C-1(b)(4), and has concluded that such work does not create any conflict of interest.

2023 PROXY STATEMENT27
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NOMINATING & GOVERNANCE COMMITTEE

Members:

•   Linda Filler (Chair)

•   Feroz Dewan

•   Walter G. Lohr, Jr.

•   A. Shane Sanders

•   John T. Schwieters

•   Elias A. Zerhouni, MD

Meetings in 2022:
6

PRINCIPAL RESPONSIBILITIES:

•   assist the Board in identifying individuals qualified to become Board members, and make recommendations to the Board regarding all nominees for Board membership;

•   make recommendations to the Board regarding the size and composition of the Board and its committees;

•   make recommendations to the Board regarding matters of corporate governance and oversee the operation of Danaher’s Corporate Governance Guidelines and Related Person Transactions Policy;

•   develop and oversee the annual self-assessment process for the Board, its committees, and our directors;

•   assist the Board in CEO succession planning;

•   assist the Board in overseeing the risks described above under “Board Oversight - Risk”;

•   review and make recommendations to the Board regarding non-management director compensation;

•   oversee the orientation process for newly elected members of the Board and continuing director education; and

•   oversee the Company’s sustainability program.

The Board has determined that all of the members of the Nominating and Governance Committee are independentwithin the meaning of the NYSE listing standards. As of February 22, 2023, Messrs. Dewan and Sanders joined theNominating & Governance Committee.

SCIENCE & TECHNOLOGY COMMITTEE

Members:

•   Elias A. Zerhouni, MD (Chair)

•   Rainer Blair

•   Feroz Dewan

•   Linda Filler

•   Jessica L. Mega, MD, MPH

•   Steven M. Rales

•   Pardis C. Sabeti, MD, D.Phil.

•   Raymond C. Stevens, Ph.D.

Meetings in 2022:
5

PRINCIPAL RESPONSIBILITIES:

•   review and assess the Company’s science and technology innovation strategy and priorities;

•   assess the competitive position of the Company’s technology portfolio;

•   review with management key programs, processes and organizational structures related to innovation, research and development and the commercialization of technology; and

•   assess, and advise the Board with respect to, potentially disruptive science and technology trends, opportunities and risks.

Executive Committee

The Executive Committee exercises between meetings of the Board such powers and authority as are specifically delegated to it by the Board from time to time, and with the Committee’s consent, request from management information regarding compensation amounts and practices, the interrelationship between ourtypically related to business objectives and executive compensation matters, the nature of the Company’s executive officer responsibilities and other business information. The Committee has considered whether the compensation consultant work performed foracquisition or at the direction of the Compensation Committee and the Nominating and Governance Committee raises any conflict of interest, taking into account the factors listed in Securities Exchange Act Rule10C-1(b)(4), and has concluded that such work does not create any conflict of interest.

Nominating and Governance Committee

The Nominating and Governance Committee met four times in 2017. The Nominating and Governance Committee:capital raising transactions.

 

assists the Board in identifying individuals qualified to become Board members, and makes recommendations to the Board regarding all nominees for Board membership;

Finance Committee

 

makes recommendations to the Board regarding the size and composition of the Board and its committees;

makes recommendations to the Board regarding matters of corporate governance and oversees the operation of Danaher’s Corporate Governance Guidelines and Related Person Transactions Policy;

develops and oversees the annual self-assessment process for the Board and its committees;

assists the Board in CEO succession planning;

assists the Board in overseeing the risks described above under “-Risk Oversight”

reviews and makes recommendations to the Board regardingnon-management director compensation;

oversees the orientation process for newly elected members of the Board and continuing director education;

as it determines appropriate, considers matters regarding corporate social responsibility.

The Board has determined that all of the members of the Nominating and Governance Committee are independent within the meaning of the NYSE listing standards.

Finance Committee

The Finance Committee met once in 2017. The Finance Committee approves business acquisitions, investments and divestitures up to the levels of authority delegated to it by the Board.

 

Board, Committee and Individual Director Evaluations

Our Board recognizes that a rigorous and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Under the leadership of our Lead Independent Director, the Nominating & Governance Committee oversees the annual evaluation process and periodically reviews the format of the process to help ensure it is eliciting actionable feedback with respect to the effectiveness of the Board, Board committees and individual directors.

2023 PROXY STATEMENT28
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The annual Board, committee and individual director evaluation process consists of the following components:

Shareholder Engagement and Alignment

Shareholder Engagement Program

We actively seek and highly value feedback from our shareholders. During 2022, in addition to our traditional Investor Relations outreach efforts, we engaged with shareholders representing approximately 25% of our outstanding shares on topics including our business strategy and financial performance, governance and executive compensation programs and sustainability initiatives. Attendees included members of our senior management and, in some cases, members of our Board of Directors. We shared feedback received during these meetings with our Nominating and Governance Committee and Compensation Committee, informing their decision-making.

Key Policies Aligning Company and Shareholder Interests

•  Director and Executive Officer Stock Ownership Requirements. Our Board has adopted stock ownership requirements for non-management directors. Under the requirements, 10     DANAHEReach non-management director (within five years of their initial election or appointment) is required to beneficially own Danaher shares with a market value of at least five times their annual cash retainer 2018(excluding the additional cash retainers paid to the committee chairs and the Lead Independent Director). Once a director has acquired a number of shares that satisfies such ownership multiple, such number of shares then becomes such director’s minimum ownership requirement (even if their retainer increases or the fair market value of such shares subsequently declines). Under the policy, beneficial ownership includes RSUs held by the director, shares in which the director or their spouse or child has a direct or indirect interest and phantom shares of Danaher Common Stock in the Non-Employee Directors’ Deferred Compensation Plan, but does not include shares subject to unexercised stock options or pledged shares. Each Danaher director is in compliance with the policy. We have also adopted stock ownership requirements for our executive officers; please see “Compensation Discussion and Analysis – Stock Ownership-Related Policies.”
•  Recoupment Policy.We have a rigorous, “no-fault” compensation recoupment policy that applies to executive officers and other senior leaders.

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•  Anti-Pledging/Hedging Policy.In 2013 Danaher’s Board adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of Danaher Common Stock that the director or officer directly or indirectly owns and controls, except for any shares that were pledged as of the date the policy was adopted. Certain shares of Common Stock owned by Steven Rales and by Mitchell Rales were exempted from the policy because such shares had been pledged for decades, to secure lines of credit that reduce the need to sell shares for liquidity purposes. Messrs. Steven and Mitchell Rales acquired these pledged shares in cash purchase transactions between 1983 and 1988 and did not receive them as compensation or purchase them from Danaher. These pledged shares do not count toward the Company’s stock ownership requirements.

Notwithstanding that these shares are exempted from Danaher’s policy, as part of its risk oversight function the Audit Committee of Danaher’s Board reviews these share pledges on a quarterly basis to assess whether such pledging poses an undue risk to the Company. The Committee has concluded that such pledge arrangements do not pose an undue risk to the Company, based in particular on its consideration of the following factors:

 •  the amount by which the market value of the shares pledged as collateral exceeds the amount of secured indebtedness, which the Committee believes is a key factor in assessing the degree of risk posed by the pledging arrangements. At December 31, 2022, the maximum amount of secured indebtedness permitted under the lines of credit would not exceed 25% of the market value of the shares pledged as collateral;
 •  

the number of shares and percentage of total outstanding shares pledged; and
•  the more than 15% reduction since 2013 in the aggregate number of shares pledged by Messrs. Steven Rales and Mitchell Rales.

Corporate

During 2021 and 2022, we engaged with shareholders regarding the pledge arrangements, representing approximately 25% of Danaher’s outstanding common shares, and at Danaher’s 2022 Annual Meeting a significant majority of these shares were voted in favor of our Audit Committee members. During these discussions with investors, we answered questions posed by investors and using the detail set forth above explained the reasons why the Audit Committee believes it is in the best interest of Danaher and its shareholders to allow such pledging arrangements subject to rigorous Audit Committee oversight. Additionally, we have incorporated input received from these investor engagements into our public disclosures.
Danaher policy also prohibits Danaher directors and employees (including executive officers) from engaging in short sales of Danaher Common Stock, transactions in any derivative of a Danaher security (including, but not limited to, buying or selling puts, calls or other options (except for instruments granted under a Danaher equity compensation plan)) or any other forms of hedging transactions with respect to Danaher securities.
•  Shareholder Right to Call Special Meeting. Shareholders owning 25% or more of Danaher’s outstanding shares may require the Company to call a special meeting of shareholders.
At Danaher’s 2022 Annual Meeting, a minority of the shares represented in person or by proxy and entitled to vote supported a shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%. Danaher’s Nominating and Governance

Committee and Company management annually review Danaher’s governing documents, and the proposal, investor feedback thereon and the voting results (in 2022 and in the prior years when a similar proposal has been brought) were taken into account in considering whether a modification to Danaher’s special meeting threshold is warranted. It was determined that the existing 25% threshold continues to strike an appropriate balance between avoiding waste of Danaher and shareholder resources on addressing narrow or special interests, while at the same time ensuring that shareholders holding a significant minority of our outstanding shares have an appropriate mechanism to call a special meeting if they deem it appropriate.

 

Sustainability

Executive Committee

The Executive Committee did not meet in 2017. The Executive Committee exercises between meetingsFor an overview of the Board such powers and authority in the management of the business and affairs of the Company as are specifically delegated to it by the Board from time to time.Danaher’s sustainability program, please see “Proxy Statement Summary – Sustainability.”

Corporate Governance Guidelines, Committee Charters and StandardsCode of Conduct

As part of its ongoing commitment to good corporate governance, our Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines and has also adopted written charters for each of the committees of the Board. Danaher has also adopted a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the StandardsCode of Conduct. The Corporate Governance Guidelines, charters of each of the Audit, Compensation and Nominating and Governance Committees and StandardsCode of Conduct are available in the “Investors—Corporate Governance” section of our website at http://www.danaher.com.

Corporate Social Responsibility

Corporate social responsibility is deeply ingrained in our culture and work, and has been for decades. We are a science and technology innovator committed to solving customers’ most complex challenges, and improving quality of life around the world. We are also placing a greater emphasis on complementing our external performance with internal initiatives that help ensure supportive, diverse and inclusive work environments worldwide—places where our associates can be themselves, engage deeply with their work and seize opportunities to realize their own potential through professional development. More information about Danaher’s corporate social responsibility efforts is included in our latest Corporate Social Responsibility Report available in the “Investors—“Investors – Corporate Governance” section of our website at http://www.danaher.com.

 

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DIRECTOR COMPENSATION

 

DIRECTOR COMPENSATION

Non-Management Director Compensation Program

Non-Management Director Compensation Philosophy

We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board and the Nominating and Governance Committee are guided by the following principles:

 

compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of responsibilities;
•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.

 

a significant portion of the total compensation should be paid in stock-based awards to align directors’ interests with the long-term interests of our shareholders; and

the structure of the compensation program should be simple and transparent.

Process for Setting Non-Management Director Compensation

The Nominating and Governance Committee is responsible for reviewing and making recommendations to the Board regardingnon-management director compensation (although the Board makes the final determination regarding the amounts and type ofnon-management director compensation). Since 2011, theThe Committee has engagedengages FW Cook, the Board’s independent compensation consultant, to prepare regular reports on marketnon-management director compensation practices and evaluate our program in light of the results of such reports. The Committee anticipates reviewing,typically reviews, and seekingseeks advice from FW Cook regarding, the Company’snon-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 anon-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 eachnon-management director for services as a member of the Board (plus an additional limit of $500,000 per calendar year with respect to anynon-executive Board chair or vice chair).

2023 Non-Management Director Compensation Structure

Effective as of January 1, 2018, eachnon-management director receives:

 

An annual

Director cash retainer of $115,000,retainers are paid quarterly in four, equal installments following each quarter of service.

If a director attends more than twenty (20) Board and Board committee meetings in aggregate during a calendar year, a cash meeting fee of $2,000 for each Board and committee meeting attended during such year in excess of such threshold, paid in aggregate following completion of such year.

Anarrears. Director annual equity award with aawards are divided equally (based on target award value of $175,000, divided equallyvalue) 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.

Reimbursement Danaher also reimburses directors for Danaher-relatedout-of-pocket expenses, including travel expenses.

In addition, the lead independent director receives an annual cash retainer of $30,000, the chair of the Audit Committee receives an annual cash retainer of $25,000, the chair of the Compensation Committee receives an annual cash retainer of $20,000 and the chair of the Nominating and Governance Committee receives an annual cash retainer of $15,000, in each case paid in four, equal installments following each quarter of service.

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Non-Management Directors’ Deferred Compensation Plan

Eachnon-management director can elect to defer all or part of the cash director fees that he or shethe director earns with respect to a particular year under theNon-Employee Directors’ Deferred Compensation Plan, which is asub-plan under the Omnibus Plan. Amounts deferred under the plan are converted into a particular number of phantom shares of Danaher Common Stock, calculated based on the closing price of Danaher’s Common Stock on the date that such quarterly fees would otherwise have been paid.paid, and are maintained in bookkeeping accounts. Dividends accrued on phantom shares are also deemed invested in phantom shares of Danaher Common Stock. A director may elect to have his or hertheir plan balance distributed upon cessation of Board service, or one, two, three, four or five years after cessation of Board service. All distributions from the plan are in the form of shares of Danaher Common Stock.

 

12     DANAHER2018 PROXY STATEMENT

Director Compensation  

Director Stock Ownership Requirements

Our Board has adopted stock ownership requirements fornon-management directors. Under the requirements, eachnon-management director (within five years of his or her initial election or appointment) is required to beneficially own Danaher shares with a market value of at least five times his or her annual cash retainer (excluding the additional cash retainers paid to the committee chairs and the Lead Independent Director). Once a director has acquired a number of shares that satisfies such ownership multiple, such number of shares then becomes such director’s minimum ownership requirement (even if his or her retainer increases or the fair market value of such shares subsequently declines). Under the policy, beneficial ownership includes RSUs held by the director, shares in which the director or his or her spouse or child has a direct or indirect interest and phantom shares of Danaher Common Stock in theNon-Employee Directors’ Deferred Compensation Plan, but does not include shares subject to unexercised stock options or pledged shares. Each Danaher director is in compliance with the policy.

Anti-Pledging/Hedging Policy

In 2013 Danaher’s Board adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of Danaher Common Stock that he or she directly or indirectly owns and controls. The Board exempted from the policy shares of Danaher Common Stock that were already pledged as of the time the policy was adopted, but pledged shares of Danaher Common Stock do not count toward stock ownership requirements and the pledging of any additional shares is prohibited. Certain shares of Common Stock owned by Messrs. Steven and Mitchell Rales were exempted from the policy because such shares have been pledged for decades, to secure lines of credit that reduce the need to sell shares for liquidity purposes. Messrs. Steven and Mitchell Rales acquired these shares in cash purchase transactions between 1983 and 1988, and did not receive them as compensation or purchase them from Danaher.

Notwithstanding that these shares are exempted from Danaher’s policy, as part of its risk oversight function the Audit Committee of Danaher’s Board regularly reviews these share pledges to assess whether such pledging poses an undue risk to the Company. The Committee has concluded that the existing pledge arrangements do not pose an undue risk to the Company, based in particular on its consideration of the following factors:

the degree of overcollateralization (i.e., the amount by which the market value of the shares pledged as collateral exceeds the amount of secured indebtedness), which the Committee believes is a key factor in assessing the degree of risk posed by the pledging arrangements;

the number of shares and percentage of total outstanding shares pledged; and

the 15% reduction since 2013 in the number of shares pledged by Messrs. Steven Rales and Mitchell Rales.

Danaher policy also prohibits Danaher directors and employees (including executive officers) from engaging in any transactions involving a derivative of a Danaher security, including hedging transactions.

Director Summary Compensation Table

The table below summarizes the compensation paid by Danaher to thenon-management directors for the year ended December 31, 2017.2022. Each of Steven Rales, Mitchell Rales and Thomas P. Joyce, Jr.Rainer M. Blair serves as a director and executive officer of Danaher but doesthey have not received and do not receive any additional compensation for services provided as a director. Neither Steven Rales nor Mitchell Rales is a named executive officer. Details regarding the 20172022 executive compensation provided to each of Steven Rales and Mitchell Rales is set forth under “Director Independence and Related Person Transactions.”

 

  NAME  FEES EARNED OR
PAID IN CASH ($)		   STOCK AWARDS
($) (1)(2)		   OPTION AWARDS
($) (1)(2)		   TOTAL ($) 

  Donald J. Ehrlich

  $167,000   $81,032   $67,225   $315,257 

  Linda Hefner Filler (3)

   0   $211,032   $67,225   $278,257 

  Robert J. Hugin (4)

  $115,000   $81,032   $67,225   $263,257 

  Teri List-Stoll (3)

   0   $196,032   $67,225   $263,257 

  Walter G. Lohr, Jr.

  $115,000   $81,032   $67,225   $263,257 

  John T. Schwieters

  $140,000   $81,032   $67,225   $288,257 

  Alan G. Spoon (3)

   0   $196,032   $67,225   $263,257 

  Raymond C. Stevens, Ph.D. (3)(5)

   0   $179,740   $67,225   $246,965 

  Elias A. Zerhouni, M.D. (3)

   0   $196,032   $67,225   $263,257 
Name Fees Earned or Paid in Cash
($)		 Stock Awards
($)(1)(2)		 Option Awards
($)(1)(2)		 Total
($)
Feroz Dewan(3)(4) — 144,070 80,546 224,616
Linda Filler(3) — 276,839 91,469 368,308
Teri List 125,000 91,839 91,469 308,308
Walter G. Lohr, Jr. 139,000 91,839 91,469 322,308
Jessica L. Mega, MD, MPH 125,000 91,839 91,469 308,308
Pardis C. Sabeti, MD, D. Phil.(3) — 216,839 91,469 308,308
A. Shane Sanders(3) — 216,839 91,469 308,308
John T. Schwieters 150,000 91,839 91,469 333,308
Alan G. Spoon(3) — 236,839 91,469 328,308
Raymond C. Stevens, Ph.D.(3) — 216,839 91,469 308,308
Elias A. Zerhouni, MD(3) — 236,839 91,469 328,308
(1)

The amounts reflected in these columns represent the aggregate grant date fair value of the applicable award computed in accordance with FASB ASC Topic 718. With respect to stock awards, the grant date fair value under FASB ASC Topic 718 is calculated based on the number of shares of

DANAHER2018 PROXY STATEMENT      13

  Director Compensation

Common Stock underlying the award, times the closing price of the Danaher Common Stock on the date of grant.grant (but discounted to account for the fact that RSUs do not accrue dividend rights prior to vesting and distribution). With respect to stock options, the grant date fair value under FASB ASC Topic 718 has been calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures): an 8.0for the 2022 stock option grants to all directors above other than Mr. Dewan, a 7.5 year option life; a risk-free interest rate of 2.86%; a stock price volatility rate of 32.83%; and a dividend yield of 0.40% per share; for the 2022 stock option grant to Mr. Dewan, a 7.5 year option life, a risk-free interest rate of 2.21%3.04%; a stock price volatility rate of 16.88%30.48%; and a dividend yield of 0.67%0.39% per share.year.

(2)The table below sets forth as to eachnon-management director the aggregate number of unvested RSUs and aggregate number of stock options outstanding as of December 31, 2017.2022. All of the stock options set forth in the table below are fully vested. The RSUs set forth in the table below vest in accordance with the terms described above.

 

  NAME OF DIRECTOR  

 

AGGREGATE NUMBER OF DANAHER
STOCK OPTIONS OWNED AS OF DECEMBER 31,  2017

  

 

AGGREGATE NUMBER OF UNVESTED

DANAHER RSUS OWNED AS OF DECEMBER 31, 2017 

  Donald J. Ehrlich

    46,862    990

  Linda Hefner Filler

    57,440    990

  Robert J. Hugin

    6,470    990

  Teri List-Stoll

    20,920    990

  Walter G. Lohr, Jr.

    57,440    990

  John T. Schwieters

    57,440    990

  Alan G. Spoon

    57,440    990

  Raymond C. Stevens, Ph.D.

    3,540    990

  Elias A. Zerhouni, M.D.

    36,284    990

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Name of Director Aggregate Number of Danaher Stock
Options Owned as of December 31,2022(#)		 Aggregate Number of Unvested Danaher
RSUs Owned as of December 31, 2022(#)
Feroz Dewan 829 315
Linda Filler 21,487 372
Teri List 24,977 372
Walter G. Lohr, Jr. 24,977 372
Jessica L. Mega, MD, MPH 4,805 372
Pardis C. Sabeti, MD, D. Phil. 4,805 372
A. Shane Sanders 2,145 372
John T. Schwieters 24,977 372
Alan G. Spoon 21,487 372
Raymond C. Stevens, Ph.D. 12,145 372
Elias A. Zerhouni, MD. 24,977 372
(3)Each of Mss. HefnerMs. Filler, Messrs. Dewan, Sanders and List-Stoll, Mr. Spoon, Professor Stevens and Dr.Drs. Zerhouni and Sabeti deferred 100% of his or her 20172022 cash director fees into phantom shares of Danaher Common Stock under theNon-Employee Directors’ Deferred Compensation Plan and pursuant to such deferrals received a total of 1,455, 1,287, 1,287, 1,091 and 1,287 phantom shares, respectively.Plan. Since these phantom shares are accounted for under FASB ASC Topic 718, they arereported under the “Stock Awards” column in the table above.

 

(4)Name of DirectorMr. Hugin resigned from the Board in February 2018.2022 Phantom Shares Received Under Deferred
Compensation Plan(#)
Feroz Dewan247
Linda Filler700
Pardis C. Sabeti, MD, D. Phil.473
A. Shane Sanders473
Alan G. Spoon549
Raymond C. Stevens, Ph.D.473
Elias A. Zerhouni, MD.549

(5)(4)Professor StevensMr. Dewan was appointed to the Board in February 2017.June 2022.

 

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DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS

Director Independence

At least a majority of the Board must qualify as independent within the meaning of the listing standards of the NYSE. The Board has affirmatively determined that Mss. Hefner Filler and List-Stoll,List, Messrs. Ehrlich,Dewan, Lohr, Sanders, Schwieters and Spoon, Professor Stevens and Dr.Drs. Mega and Zerhouni are independent within the meaning of the listing standards of the NYSE. Prior to his resignation from the Board in February 2018, the Board had also determined that Mr. Hugin was independent within the meaning of the listing standards of the NYSE. The Board concluded that none of these directors possesses (or in Mr. Hugin’s case possessed) any of the bright-line relationships set forth in the listing standards of the NYSE that prevent independence, or except as discussed below, any other relationship with Danaher other than Board membership.

In making its determination with respect to the independence of the directors identified above as independent, the Board considered that in 2017,2022, certain of the Company and itsCompany’s subsidiaries sold products and/or services to and purchased products and/or services from organizations with whom suchcertain of the independent directors are or were employed. In each such case, the amount of sales and the amount of purchases in 2017 were less than 0.4%1.0% of the annual revenues of such other organization and of Danaher’s 2017 revenues and2022 revenues. The Board also considered that all of the transactions referenced in the prior sentence were conducted in the ordinary course of business on commercial terms and on an arms’-length basis.

Danaher’snon-management directors (all of whom are, as noted above, independent within the meaning of the listing standards of the NYSE) meet in executive session following the Board’s regularly-scheduled meetings. The sessions are chaired by the Lead Independent Director. In addition, at least once each year Danaher’s independent directors meet in executive session following a regularly-scheduled Board meeting, and the Lead Independent Director chairs such sessions as well.

Certain Relationships and Related Transactions

Policy

Policy

Under Danaher’s written Related Person Transactions Policy, the Nominating and Governance Committee of the Board is required to review and if appropriate approve all related person transactions prior to consummation whenever practicable. If advance approval of a related person transaction is not practicable under the circumstances or if Danaher management becomes aware of a related person transaction that has not been previously approved or ratified, the transaction is submitted to the Committee at the Committee’s next meeting.consummation. The Committee is required to review and consider all relevant information available to it about each related person transaction, and a transaction is considered approved or ratified under the policy if the Committee authorizes it according to the terms of the policy after full disclosure of the related person’s interests in the transaction. Related person transactions of an ongoing nature are reviewed annually by the Committee. The definition of “related person transactions” for purposes of the policy covers the transactions that are required to be disclosed under Item 404(a) of RegulationS-K under the Securities Exchange Act.

Relationships and Transactions

For their service as executive officers, in 2022 each of Steven Rales and Mitchell Rales received a salary of $419,000 and 401(k) Plan contributions of $19,130 during 2017 and iswas entitled to participate in all of the benefits made generally available to salaried employees as well as all perquisites made generally available to Danaher’s executive officers. Steven Rales also received a 401(k) plan contribution of $21,244 and Mitchell Rales received a 401(k) plan contribution of $3,771 and a non-elective contribution of $19,406 into his ECP account. The Rales’ do not receive cash incentive compensation or equity awards. In 2017,2022, Danaher provided to the Rales’ tax and accounting services to the Rales’ at a cost to Danaher of approximately $250,000$330,319 in the form of one full-time employee (plus health and welfare benefits for thesuch employee), allowed the Rales’ to make personal use of designated Danaher office space at a cost to Danaher of approximately $440,000$301,105 and provided Mr. Steven Rales with a personal car and parking at a cost to Danaher of $3,708.approximately $3,865. The incremental cost to the Company of the perquisites set forth above is based on the Company’sout-of-pocket costs. Danaher also provided a full-time executive assistant to each of the Rales’ to support them in their roles as Danaher executive officers. In each case, their use of a minority of their assistant’s time for non-Danaher matters resulted in no incremental cost to Danaher. Separately, in 2017,2022, Steven Rales and Mitchell Rales paid Danaher approximately $170,000$145,000 for providing benefits for, and as reimbursement for paying a portion of the salaries of, two persons who provide services to the Rales’.

Steven Rales and Mitchell Rales collectively own more than 10% of the equity of Colfax Corporation, a publicly traded industrial technology company that provides air & gas handling and fabrication technology products and services. Certain of our subsidiaries sell products and services to, and/or purchase products and services from, Colfax from time to time in the ordinary course of business and on an arms’-length basis. In 2017, our subsidiaries sold approximately $560,000 of products to, and purchased approximately $55,000 of products from, Colfax, which in each case is less than 0.02% of Colfax’s, and of Danaher’s, revenues for 2017. Our subsidiaries intend to sell products and services to and purchase products and services from Colfax in the future in the ordinary course of their businesses and on an arms’-length basis.

On July 2, 2016, we completed thespin-off (“Separation”) of Fortive Corporation (“Fortive”), consisting of our former Test & Measurement segment, Industrial Technologies segment (excluding the product identification businesses) and retail/commercial petroleum business. Following the Separation, Danaher and Fortive operate as separate publicly-traded companies and neither entity

 

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  Director Independence and Related Person Transactions

has any ownership interest in the other. However, Steven Rales and Mitchell Rales collectively own more than 10% of the equity of Fortive. In connection with the Separation, Danaher and Fortive entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement and a license agreement with respect to the Danaher Business System, or DBS (a proprietary set of business processes and methodologies we use that are designed to continuously improve business performance). These agreements provide for the allocation between Danaher and Fortive of assets, employees, liabilities and obligations (including investments, property and employee benefits andtax-related assets and liabilities) attributable to periods prior to, at and after Fortive’s separation from Danaher and govern certain relationships between Danaher and Fortive after the Separation. In addition, following the Separation certain of our subsidiaries sell products and services to, and/or purchase products and services from, Fortive from time to time in the ordinary course of business and on an arms’-length basis. In 2017, Danaher collected on Fortive’s behalf, and remitted to Fortive, approximately $11.0 million relating to procurement, compensation and other matters, and billed Fortive approximately $2.1 million for transition services. Our subsidiaries sold approximately $12.7 million of products and services to, and purchased approximately $17.8 million of products and services from, Fortive, which in each case is less than 0.3% of Fortive’s, and of Danaher’s, revenues for 2017. Our subsidiaries intend to sell products and services to and purchase products and services from Fortive in the future in the ordinary course of their businesses and on an arms’-length basis.

FJ900, Inc. (“FJ900”), an indirect, wholly-owned subsidiary of Danaher, is party to an airplane management agreement with Joust Capital II, LLC (“Joust II”) and a substantially identical agreement with Joust Capital III, LLC (“Joust III” and together with Joust II, the “Joust entities”). Joust II is ownedcontrolled by Mitchell Rales and Joust III is ownedcontrolled by Steven Rales. Under the management agreements, FJ900 performs management services for the respective aircraft owned by each of the Joust entities in like manner to the management services provided by FJ900 for Danaher’s aircraft. The management services provided by FJ900 include the provision of aircraft management, pilot services, maintenance, record-keeping, aircraft procurement and disposition and other aviation services. FJ900 receives no compensation for its services under the agreements. Having FJ900 perform management services for all of these aircraft enables Danaher and the Joust entities to share certain fixed expenses relating to the use, maintenance, storage, operation and supervision of their respective aircraft and utilize joint purchasing or joint bargaining arrangements where applicable and appropriate, allowing each party to benefit from efficiencies of scale and cost savings. We believe that this cost-sharing arrangement results in lower costs to Danaher than if we incurred these fixed costs on a stand-alone basis. Under the agreement, FJ900 prorates all shared expenses annually among the Joust entities and Danaher based primarily on each party’s flight hours logged for the year. The Joust entitiespre-pay FJ900 on a quarterly basis for their estimated, prorated portion of such shared expenses, and the amounts are trued up at the end of the year. With respect to the year ended December 31, 2017,2022, the Joust entities together paid FJ900 approximately $3$3.6 million for the Joust entities’ share of the fixed airplane management expenses shared with Danaher. Each Joust entity pays directly all expenses attributable to its aircraft that are not shared. Under the management agreements, each party is also required to maintain a prescribed amount of comprehensive aviation liability insurance and name the other party and its affiliates as additional named insureds, while the Joust entities must also maintainall-risk hull insurance for their aircraft. If either party suffers any losses in connection with the arrangements set forth in the management agreement, and such losses are due to the fault, negligence, breach or strict liability of the other party, the sole recourse of the party incurring the loss against the other party is to the available insurance proceeds. Each management agreement may be terminated by any party upon 30 days’ notice.

In addition, Danaher is party to substantially identical airplane interchange agreements with each of the Joust entities with respect to each respective aircraft owned by Danaher and by each of the Joust entities. Under each interchange agreement, the Joust entity has agreed to lease its aircraft to Danaher and Danaher has agreed to lease the respective Danaher aircraft to the Joust entity, in each case on anon-exclusive basis. Neither party is charged for its use of the other party’s aircraft, the intent being that over the life of the contract each party’s usage of the other party’s aircraft will be generally equal. With respect to the year ended December 31, 2017,2022, the incremental value of the use of the Joust aircraft by Danaher, net of the incremental value of the use of the Danaher aircraft by the Joust entities, was approximately $55,000.$45,000. The owner of each aircraft, as operator of the aircraft, is responsible for providing a flight crew for all flights operated under the interchange agreement. Each owner/operator is required to maintain standard insurance, includingall-risk hull insurance and a prescribed amount of comprehensive aviation liability insurance, and to name the other party and its affiliates as additional named insureds. With respect to any losses suffered by the party using the owner/operator’s plane, the using party’s recourse against the owner/operator is limited to the amount of available insurance proceeds. To the extent the using party and/or any third party suffers losses in connection with the using party’s use of the owner/operator’s aircraft, and recovers from the owner/operator an amount in excess of the available insurance proceeds, the using party will indemnify the owner/operator for all such excess amounts. The interchange agreements may be terminated by either party upon 10 days’ notice.

 

Following market close on July 22, 2022, Walter G. Lohr, Jr., a member of the Board, exercised a stock option to purchase 3,906 shares of Danaher common stock and sold the resulting shares (net of 642 shares Danaher withheld to account for the exercise price) to Danaher at a per-share sale price equal to the closing price of Danaher’s common stock on such date, for an aggregate sale price of $1,069,689. Structuring the option exercise in this way obviated any filing requirement by Mr. Lohr under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, resulting in significant cost savings to Danaher.

16     DANAHER20182023 PROXY STATEMENT35
 
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BENEFICIAL OWNERSHIP OF DANAHER COMMON STOCK BY

DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS

The following table sets forth as of March 12, 20181, 2023 (unless otherwise indicated) the number of shares and percentage of Danaher Common Stock beneficially owned by (1) each person who owns of record or is known to Danaher to beneficially own more than five percent of Danaher’s Common Stock, (2) each of Danaher’s directors and named executive officers, and (3) all executive officers and directors of Danaher as a group.

 

  NAME 

 

NUMBER OF SHARES

BENEFICIALLY OWNED (1)

 

 

PERCENT

OF CLASS (1)

 NOTES  

Donald J. Ehrlich

   166,262   * 

Includes options to acquire 46,862 shares, 2,600 shares owned by Mr. Ehrlich’s spouse and 32,000 other shares owned indirectly. Mr. Ehrlich disclaims beneficial ownership of the shares held by his spouse.

 

  

Linda Hefner Filler

   80,845   * 

Includes options to acquire 57,440 shares and 3,068 phantom shares attributable to Ms. Hefner Filler’s account under theNon-Employee Directors’ Deferred Compensation Plan.

 

  

Thomas P. Joyce, Jr.

   557,647   * 

Includes options to acquire 386,055 shares, 4,020 shares attributable to Mr. Joyce’s 401(k) account and 149,590 shares attributable to Mr. Joyce’s EDIP account.

 

  

Teri List-Stoll

   24,420   * 

Includes options to acquire 20,920 shares and 3,500 phantom shares attributable to Ms. List-Stoll’s account under theNon-Employee Directors’ Deferred Compensation Plan.

 

  

Walter G. Lohr, Jr.

   533,708   * 

Includes options to acquire 46,862 shares, 38,846 shares held by a charitable foundation of which Mr. Lohr is president and 448,000 other shares held indirectly. Mr. Lohr disclaims beneficial ownership of the shares held by the charitable foundation.

 

  

Mitchell P. Rales

   37,015,156   5.3% 

Includes 34,000,000 shares owned by limited liability companies of which Mr. Rales is the sole member, 192,774 shares attributable to Mr. Rales’ 401(k) Plan account and 2,369,911 other shares owned indirectly. The shares held by the limited liability companies are pledged to secure lines of credit with certain banks and each of these entities and Mr. Rales is in compliance with these lines of credit. The business address of Mitchell Rales, and of each of the limited liability companies, is 11790 Glen Rd., Potomac, MD 20854.

 

  

Steven M. Rales

   43,149,931   6.2% 

Includes 34,000,000 shares owned by limited liability companies of which Mr. Rales is the sole member, 18,191 shares attributable to Mr. Rales’ 401(k) Plan account and 117,000 shares owned by a charitable foundation of which Mr. Rales is a director. Mr. Rales disclaims beneficial ownership of those shares held by the charitable foundation. The shares held by the limited liability companies are pledged to secure lines of credit with certain banks and each of these entities and Mr. Rales is in compliance with these lines of credit. The business address of Steven Rales, and of each of the limited liability companies, is 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701.

 

  

John T. Schwieters

   65,815   * 

Includes options to acquire 46,862 shares.

 

  

Alan G. Spoon

   99,566   * 

Includes options to acquire 46,862 shares.

 

  

Raymond C. Stevens, Ph.D.

   4,633   * 

Includes options to acquire 3,540 shares and 1,093 phantom shares attributable to Professor Stevens’ account under theNon-Employee Directors’ Deferred Compensation Plan.

 

  

Elias A. Zerhouni, M.D.

   43,784   * 

Includes options to acquire 36,284 shares and 7,500 other shares held indirectly.

 

  
Name Number of Shares
Beneficially Owned(1)		 Percent of
Class(1)		 Notes
Rainer M. Blair 225,742 * Includes options to acquire 183,539 shares and 11,438 shares attributable to his account in the Company’s deferred compensation program.
Feroz Dewan 1,076 * Includes options to acquire 829 shares and 248 phantom shares attributable to his account under the Non-Employee Directors’ Deferred Compensation Plan.
Linda Filler 54,344 * Includes options to acquire 21,487 shares and 7,801 phantom shares attributable to her account under the Non-Employee Directors’ Deferred Compensation Plan.
Teri List 31,664 * Includes options to acquire 24,977 shares and 6,687 phantom shares attributable to her account under the Non-Employee Directors’ Deferred Compensation Plan.
Walter G. Lohr, Jr. 452,727 * Includes options to acquire 24,977 shares, 36,750 shares held by a charitable foundation of which Mr. Lohr is president and 391,000 other shares held indirectly. Mr. Lohr disclaims beneficial ownership of the shares held by the charitable foundation.
Jessica L. Mega, MD, MPH 4,805 * Consists of options to acquire 4,805 shares.
Mitchell P. Rales 35,133,350 4.8% Includes 25,671,000 shares owned by limited liability companies of which a revocable trust controlled by Mr. Rales is the sole member, 213 shares attributable to Mr. Rales’ 401(k) Plan account, 4,256 shares attributable to Mr. Rales’ account in the Company’s deferred compensation program, 50,156 shares underlying Mandatory Convertible Preferred Shares of the Company owned indirectly (based on the minimum conversion rate for each preferred share), 6,947,890 shares attributable to a charitable foundation of which Mr. Rales is a director (consisting of 6,822,500 common shares and an additional 125,390 common shares underlying Mandatory Convertible Preferred Shares of the Company) and 2,459,835 other shares owned indirectly. Mr. Rales disclaims beneficial ownership of those shares held by the charitable foundation. 26,521,000 of the shares held by the limited liability companies or otherwise owned indirectly and 5,904,000 of the shares held by the charitable foundation are pledged to secure lines of credit with certain banks and each of these entities and Mr. Rales is in compliance with these lines of credit. The business address of Mitchell Rales, and of each of the limited liability companies, is 11790 Glen Rd., Potomac, MD 20854.

 

     DANAHER20182023 PROXY STATEMENT      1736
 

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  Beneficial Ownership of Danaher Common Stock by Directors, Officers and Principal Shareholders

  NAME 

 

NUMBER OF SHARES

BENEFICIALLY OWNED (1)

 

 

PERCENT

OF CLASS (1)

 NOTES  

Daniel L. Comas

   571,244   * 

Includes options to acquire 405,236 shares, 6,713 shares attributable to Mr. Comas’ 401(k) account, 44,656 shares attributable to Mr. Comas’ EDIP account, 2,543 shares held by Mr. Comas’ spouse and 38,804 shares held by a trust as to which Mr. Comas’ spouse is trustee. Mr. Comas disclaims beneficial ownership of the shares held by his spouse and by the trust.

 

  

Rainer M. Blair

   48,083   * 

Includes options to acquire 42,117 shares and 1,651 shares attributable to Mr. Blair’s EDIP account.

 

  

William K. Daniel II

   490,134   * 

Includes options to acquire 402,269 shares and 25,089 shares attributable to Mr. Daniel’s EDIP account.

 

  

Angela S. Lalor

   110,852   * 

Includes options to acquire 87,762 shares and 17,107 shares attributable to Ms. Lalor’s EDIP account.

 

  

T. Rowe Price Associates, Inc.

   44,827,919   6.4% 

Derived from a Schedule 13G filed February 14, 2018 by T. Rowe Price Associates, Inc. (“Price Associates”), which sets forth their beneficial ownership as of December 31, 2017. According to the Schedule 13G, Price Associates has sole voting power over 13,912,016 shares and sole dispositive power over 44,827,919 shares. These shares are owned by various individual and institutional investors for which Price Associates serves as an investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202.

 

  

The Vanguard Group

   42,725,220   6.1% 

Derived from a Schedule 13G filed February 9, 2018 by The Vanguard Group, which sets forth their beneficial ownership as of December 31, 2017. According to the Schedule 13G, The Vanguard Group has sole voting power over 860,340 shares, shared voting power over 155,821 shares, sole dispositive power over 41,729,978 shares and shared dispositive power over 995,242 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

 

  

BlackRock, Inc.

   40,984,366   5.9% 

Derived from a Schedule 13G filed January 29, 2018 by BlackRock, Inc., which sets forth their beneficial ownership as of December 31, 2017. According to the Schedule 13G, BlackRock, Inc. has sole voting power over 34,399,059 shares and sole dispositive power over 40,984,366 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

 

  

All current executive officers and directors as a group (20 persons)

   83,605,149   11.9% 

Includes options to acquire 2,117,684 shares, 221,711 shares attributable to executive officers’ 401(k) accounts, 350,926 shares attributable to executive officers’ EDIP accounts and 7,662 phantom shares attributable to directors’ accounts under theNon-Employee Directors’ Deferred Compensation Plan.

 

  

Name Number of Shares
Beneficially Owned(1)		 Percent of
Class(1)		 Notes
Steven M. Rales 43,688,082 6.0% Includes 31,000,000 shares owned by limited liability companies of which a revocable trust controlled by Mr. Rales is the sole member, 19,668 shares attributable to Mr. Rales’ 401(k) Plan account, 125,390 shares underlying Mandatory Convertible Preferred Shares of the Company owned indirectly (based on the minimum conversion rate), 6,628,284 shares attributable to a charitable foundation of which Mr. Rales is the director (consisting of 6,502,894 common shares and an additional 125,390 common shares underlying Mandatory Convertible Preferred Shares of the Company (based on the minimum conversion rate)), and 5,914,740 other shares owned indirectly. Mr. Rales disclaims beneficial ownership of those shares held by the charitable foundation. The shares held by the limited liability companies and 3,000,000 of the shares held by the charitable foundation are pledged to secure lines of credit with certain banks and each of these entities and Mr. Rales is in compliance with these lines of credit. The business address of Steven Rales, and of each of the limited liability companies, is 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701.
Pardis C. Sabeti, MD, D.Phil 6,434 * Consists of options to acquire 4,805 shares and 1,630 phantom shares attributable to her account under the Non-Employee Directors’ Deferred Compensation Plan.
A. Shane Sanders 2,890 * Consists of options to acquire 2,145 shares and 745 phantom shares attributable to his account under the Non-Employee Directors’ Deferred Compensation Plan.
John T. Schwieters 57,828 * Includes options to acquire 24,977 shares and 30,851 other shares held indirectly.
Alan G. Spoon 100,473 * Includes options to acquire 21,487 shares and 8,700 other shares owned indirectly.
Raymond C. Stevens, Ph.D. 16,798 * Includes options to acquire 12,145 shares and 4,654 phantom shares attributable to his account under the Non-Employee Directors’ Deferred Compensation Plan.
Elias A. Zerhouni, MD 32,477 * Includes options to acquire 24,977 shares and 7,500 other shares held indirectly.
Matthew R. McGrew 130,230 * Includes options to acquire 114,933 shares, 1,215 shares attributable to his account in the Company’s deferred compensation program and 8,753 shares attributable to his 401(k) account.
Jennifer L. Honeycutt 69,756 * Includes options to acquire 51,583 shares, 14,849 shares attributable to her account in the Company’s deferred compensation program and 2,005 shares attributable to her 401(k) account.
Joakim Weidemanis 277,544 * Includes options to acquire 249,736 shares and 17,710 shares attributable to his account in the Company’s deferred compensation program.
Jose-Carlos Gutierrez-Ramos 2,325 * Includes 635 shares attributable to his account in the Company’s deferred compensation program.
The Vanguard Group 54,428,553 7.5% Derived from a Schedule 13G filed January 31, 2023 by The Vanguard Group, which sets forth their beneficial ownership as of December 31, 2022. According to the Schedule 13G, The Vanguard Group has shared voting power over 926,936 shares, sole dispositive power over 51,726,049 shares and shared dispositive power over 2,702,504 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
BlackRock, Inc. 51,630,040 7.1% Derived from a Schedule 13G filed January 31, 2023 by BlackRock, Inc., which sets forth their beneficial ownership as of December 31, 2022. According to the Schedule 13G, BlackRock has sole voting power over 46,173,024 shares and sole dispositive power over 51,630,040 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
All current executive officers and directors as a group (22 persons) 80,770,595 11.1% Includes options to acquire 1,149,179 shares, 10,770 shares attributable to executive officers’ 401(k) accounts, 104,512 shares attributable to executive officers’ accounts in the Company’s deferred compensation program and 21,517 phantom shares attributable to directors’ accounts under the Non-Employee Directors’ Deferred Compensation Plan.
(1)Except as otherwise indicated and subject to community property laws where applicable, each person or entity included in the table above has sole voting and investment power with respect to the shares beneficially owned by that person or entity. For purposes of the table, the number of shares of Danaher Common Stock attributable to each executive officer’s Executive Deferred Incentive Program (“EDIP”) account is equal to (1) the person’s outstanding EDIP balance as of March 12, 2018 (to the extent such balance is vested or will become vested within 60 days of March 12, 2018), divided by (2) the closing price of Danaher Common Stock as reported on the NYSE on March 12, 2018; the number of shares attributable to each executive officer’s 401(k) Plan account is equal to (a) the officer’s balance, as of March 12, 2018, in the Danaher stock fund included in the executive officer’s 401(k) Plan account, divided by (b) the closing price of Danaher Common Stock as reported on the NYSE on March 12, 2018; and the number of shares attributable to theNon-Employee Directors’ Deferred Compensation Plan is based on the number of shares that could be issued to directors pursuant to such plan within 60 days of March 12, 2018. The table also includes shares that may be acquired upon exercise of options that are exercisable within 60 days of March 12, 2018 or upon vesting of RSUs and PSUs that vest within 60 days of March 12, 2018.

*Represents less than 1% of the outstanding Danaher Common Stock.

 

18     DANAHER20182023 PROXY STATEMENT37
 
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PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of Independent Registered Public Accounting Firm

The Audit Committee on behalf of Danaher has selected Ernst & Young LLP, an international accounting firm of independent certified public accountants, to act as the independent registered public accounting firm for Danaher and its consolidated subsidiaries for the year ending December 31, 2018.2023. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. Although shareholder approval of the selection of Ernst & Young LLP is not required by law, Danaher’s Board believes that it is advisable to give shareholders an opportunity to ratify this selection. If this proposal is not approved by Danaher’s shareholders at the 20182023 Annual Meeting, the Audit Committee will reconsider its selection of Ernst & Young LLP. Even if the selection of Ernst & Young LLP is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Danaher and its shareholders.

The Board of Directors recommends that shareholders vote FOR ratification of the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for Danaher for 2018.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DANAHER FOR 2023.

Audit Fees and All Other Fees

The following table sets forth the fees for audit, audit-related, tax and other services rendered by Ernst & Young LLP to Danaher for 20172022 and 2016.2021.

 

  

 

TWELVE MONTHS ENDED
DECEMBER 31, 2017

  

 

TWELVE MONTHS ENDED
DECEMBER 31, 2016

 

Audit Fees. Fees for the audit of annual financial statements and internal control over financial reporting, reviews of quarterly financial statements, statutory audits required internationally, audit of captive insurance company, consents, review of documents filed with the SEC, and other services normally provided by the auditor in connection with statutory and regulatory filings or engagements.

 

 $

 

20,054,000

 

 

 

 $

 

21,273,000

 

 

 

Audit-Related Fees. Fees for assurance and related services reasonably related to the performance of the audit or review of financial statements and internal control over financial reporting that are not reported under “Audit Fees” above, including audits of entities not otherwise required in connection with statutory or regulatory filings and employee benefit plan audits.

 

 $

 

973,757

 

 

 

 $

 

566,190

 

 

 

Tax Fees. Aggregate fees for professional services rendered by Ernst & Young LLP for tax compliance, tax advice and tax planning. (1)

 

 $

 

5,786,180

 

 

 

 $

 

6,726,823

 

 

 

All Other Fees. Aggregate fees for products and services provided by Ernst & Young LLP, other than the services reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees” above.

 

  

 

0

 

 

 

  

 

0

 

 

 

 Twelve Months Ended
December 31, 2022($)		 Twelve Months Ended
December 31, 2021($)
Audit Fees. Fees for the audit of annual financial statements and internal control over financial reporting, reviews of quarterly financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings and similar engagements, such as comfort letters, attest services, consents, and assistance with review of documents filed with the SEC. Audit fees also include advice about accounting matters that arose in connection with or as a result of the annual audit or the review of quarterly financial statements and statutory audits that non-U.S. jurisdictions require.23,328,284 23,881,753
Audit-Related Fees. Fees for assurance and related services reasonably related to the performance of the audit or review of financial statements and internal control over financial reporting that are not reported under “Audit Fees” above. This category may include fees related to the performance of audits and attest services not required by statute or regulations; audits of our employee benefit plans; due diligence related to mergers, acquisitions, and investments; accounting consultations about the application of GAAP to proposed transactions; and in 2022 includes audits and audit related services in connection with the planned separation of the Company’s EAS segment.5,298,930 460,505
Tax Fees. Fees for professional services related to tax compliance and return preparation, tax advice and tax planning.(1)7,141,691 5,748,758
All Other Fees. Fees for products and services other than as reported under “Audit Fees,” “Audit- Related Fees” or “Tax Fees” above.— 10,000

 

(1)The nature of the services comprising the fees disclosed under “Tax Fees” is as follows:

 

  TWELVE MONTHS ENDED
DECEMBER 31, 2017		  TWELVE MONTHS ENDED
DECEMBER 31, 2016		 

Tax Compliance. Includes tax compliance fees charged by Ernst & Young LLP for tax return review and preparation services and assistance related to tax audits by regulatory authorities.

 

 $

 

3,987,888

 

 

 

 $

 

2,653,973

 

 

 

Tax Consulting. Includes tax consulting services rendered by Ernst & Young LLP, including assistance related to tax planning.

 

 $

 

1,798,292

 

 

 

 $

 

4,072,850

 

 

 

Twelve Months Ended
December 31, 2022($)		Twelve Months Ended
December 31, 2021($)
Tax Compliance. Includes tax compliance fees for tax return review and preparation services and assistance relatedto tax audits by regulatory authorities.4,437,6613,229,028
Tax Consulting. Includes tax consulting services, including assistance related to tax planning.2,704,0302,519,730

The Audit Committee has considered whether the services rendered by the independent registered public accounting firm with respect to the fees described above are compatible with maintaining such firm’s independence and has concluded that such services do not impair theirsuch firm’s independence.

 

     DANAHER20182023 PROXY STATEMENT      1938
 

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  Proposal 2 — Ratification of Independent Registered Public Accounting Firm

Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Auditors

Under its charter, the Audit Committee mustpre-approve all auditing services and permittednon-audit services to be performed for Danaher by the independent registered public accounting firm. Each year, the Committee approves the independent registered public accounting firm’s retention to audit Danaher’s financial statements and internal control over financial reporting before the filing of the preceding year’s annual report on Form10-K. The Committee also establishesdetailed pre-approved categoriesofcategories of non-audit services that may be performed by the independent auditor during the year, subject to certain dollarmonetary limits. With respect toadditional non-audit services by the independent auditors that either are not covered bythe pre-approved categories, or exceedthe pre-approved dollarmonetary limits, the Committee approves or rejects each engagement. In each case, the Committee takes into account whether the services are permissible under applicable law and the possible impact of eachnon-audit service on the independent registered public accounting firm’s independence from management. The Committee may delegate to a subcommittee of one or more members the authority to grant preapprovals of audit and permittednon-audit services, and the decisions of such subcommittee to grant preapprovals must be presented to the full Committee at its next scheduled meeting. The Committee has not made any such delegation as of the date of this Proxy Statement.

 

20     DANAHER2018 PROXY STATEMENT

Audit Committee Report

 

AUDIT COMMITTEE REPORT

This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing by Danaher under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Danaher specifically incorporates this report by reference therein.

The Audit Committee assists the Board in overseeing the quality and integrity of Danaher’s financial statements, the effectiveness of Danaher’s internal control over financial reporting, the qualifications, independence and performance of Danaher’s independent auditors,registered public accounting firm, the performance of Danaher’s internal audit function, Danaher’s compliance with legal and regulatory requirements, Danaher’s major financial risk exposures, significant legal, compliance, reputational, cybersecurity and cyber securityprivacy risks and overall risk assessment and risk management policies, and Danaher’s swaps and derivatives transactions and related policies and procedures.

The Audit Committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm retained to audit Danaher’s financial statements and has appointed Ernst & Young LLP as Danaher’s independent registered public accounting firm for 2018.2023. The Audit Committee evaluates Ernst & Young’s performance at least annually. In evaluating Ernst & Young and determining whether to reappoint the firm as Danaher’s independent registered public accounting firm, the Audit Committee took into consideration a number of factors, including the firm’s tenure, independence, global capability and expertise and performance. Ernst & Young has been retained as Danaher’s independent registered public accounting firm continuously since 2002. The Audit Committee periodically considers the advisability and impact of rotating our independent registered public accountants. In conjunction with the mandated rotation of Ernst & Young’s lead engagement partner every five years, the Audit Committee and(including its chairchair) are directly involved in the selection of Ernst & Young’s new lead engagement partner. The Audit Committee is also responsible for the audit fee negotiations associated with Danaher’s retention of Ernst & Young. Danaher’s Board of Directors and Audit Committee believe they have undertaken appropriate steps with respect to oversight of Ernst & Young’s independence and that the continued retention of Ernst & Young to serve as Danaher’s independent registered public accounting firm is in the best interests of Danaher and its shareholders.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed with Danaher’s management and Ernst & Young Danaher’s audited consolidated financial statements and internal control over financial reporting.

The Audit Committee has discussed with Ernst & Young thethose matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted byunder the applicable requirements of the Public Company Accounting Oversight Board (PCAOB).(“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young required by the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence. The Audit Committee has concluded that Ernst & Young’s provision ofnon-audit services as described in the table on page 19above is compatible with Ernst & Young’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for Danaher for the fiscal year ended December 31, 20172022 be included in Danaher’s Annual Report on Form10-K for the year ended December 31, 20172022 for filing with the SEC.

Audit Committee of the Board of Directors

John T. Schwieters (Chair)

Donald J. Ehrlich


Teri List-StollList
Walter G. Lohr, Jr.
A. Shane Sanders

 

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COMPENSATION DISCUSSION AND ANALYSIS

THE FOLLOWING SECTION DISCUSSES AND ANALYZES THE COMPENSATION PROVIDED TO EACH OF THE EXECUTIVE OFFICERS SET FORTH IN THE SUMMARY COMPENSATION TABLE BELOW, ALSO REFERRED TO AS THE NAMED EXECUTIVE OFFICERS, OR NEOS. THE CONTENT OF THIS COMPENSATION DISCUSSION AND ANALYSIS IS ORGANIZED INTO SIX SECTIONS:

TABLE OF CONTENTS
Section 1 – Executive Summary40
Section 2 – Risk Considerations44
Section 3 – Analysis of 2022 Named Executive Officer Compensation45
Section 4 – Peer Group Compensation Analysis51
Section 5 – Named Executive Officer Compensation Framework52
Section 6 – Other Compensation Policies and Information53

Executive Summary

Overview

In 2022, as the world faced the evolution of COVID-19 from pandemic toward endemic status, widespread inflation and supply chain disruptions and economic slowdowns across many major geographies, Danaher remained focused on growing its business in the near-term while continuing to invest in long-term growth. Specifically, in 2022 Danaher:

•Continued to evolve its portfolio by announcing the intention to separate its Environmental & Applied Solutions segment in the fourth quarter of 2023 to create a separate, publicly traded company (to be known as Veralto Corporation), which will further advance Danaher’s science and technology transformation.
•Invested aggressively in future growth, including investments of approximately $1.7 billion in research and development, $1.2 billion in acquisitions and strategic investments and $1.2 billion in capital expenditures.
•Returned approximately $700 million to common shareholders through cash dividends (marking the 30th year in a row Danaher has paid a dividend on its common shares)
•Increased revenues by 7% and net earnings attributable to common shareholders by 13.5% on a year-over-year basis, and generated more than $8 billion of operating cash flow.

 

COMPENSATION DISCUSSION AND ANALYSISFor a further discussion of Danaher’s business performance in 2022 and over the long term, please see “Proxy Statement Summary – Business Highlights.”

The following section discusses and analyzes the compensation provided to each of the executive officers set forth in the Summary

2023 PROXY STATEMENT40
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Executive Compensation Table below, also referred to as the named executive officers, or NEOs.

Program Objectives

Executive Summary

Introduction

With the goal of building long-term value for our shareholders, we have developedmaintain an executive compensation program designed to:

 

attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Danaher’s size, diversity and global footprint;
•attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Danaher’s size, diversity and global footprint;
•motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and
•link compensation to the achievement of goals and objectives that we believe best correlate with the creation of long-term shareholder value, including financial and strategic as well as sustainability-related objectives.

 

motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and

link compensation to the achievement of corporate goals that we believe best correlate with the creation of long-term shareholder value.

To achieve these objectives our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term 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 buildhelp increase long-term shareholder value, achieve annual business goals and maintainbuild long-term careers with Danaher.

2017

The science and technology markets in which we operate are competitive, with demand sometimes exceeding the supply of talent, resulting in significant increases in compensation paid by the companies with whom we compete for this talent. The same conditions exist in the market for executive-level talent that can provide innovative leadership while managing at a global scale across multiple complex businesses. These trends require us to regularly and proactively assess our executive compensation program to ensure it remains competitive in light of market conditions.

Key Recent Changes to Executive Compensation Program

Danaher’s Compensation Committee regularly reviews our executive compensation program with a view toward continuous improvement and consideration of investor feedback. As a result of this review, effective in 2022 the Committee shortened the vesting period for the stock options granted to executive officers to four years. The Committee concluded that a four-year vesting period for stock options most effectively balances (1) retention considerations in an increasingly competitive market for executive talent, and (2) the traditional, long-term focus of our executive compensation program.

In recent years, the Committee has made other enhancements to the program to reinforce the already-strong linkages (1) between pay and performance, (2) between the interests of our shareholders and the interests of our executive officers, and (3) between the Company’s strategic plan and executive compensation program. These improvements have included the introduction of a core revenue growth performance metric in our executive short-term incentive compensation program; and an executive long-term incentive compensation program that is entirely performance-based.

The Committee has enhanced our executive compensation program over the last several years to reinforce our performance-oriented culture and expects to continue to improve the program as appropriate, but also believes that consistent use of best-practice designs is important in effectively communicating key messages to our executives. As a result, the Committee does not revise the program to align with emerging trends unless it sees a clear business rationale for Danaher.

2022 Say-On-Pay Vote

We provide our shareholders the opportunity to cast an annual advisory vote with respect to our named executive officerNEO compensation as disclosed in our annual proxy statement (the “say on pay proposal”).At our annual meeting of shareholders in May 2017, 97%2022, 94% of the votes cast on the say on pay proposal were voted in favor of the proposal.The Committee believes this result affirms shareholders’ support of the Company’s named executive officerNEO compensation and did not make changes to the Company’s executive compensation program as a result of such vote.

2017 Performance

In 2017, Danaher:

continued to invest in future growth, investing $1.1 billion in research and development and deploying over $385 million across 10 strategic acquisitions that complement our Life Sciences, Dental and Environmental & Applied Solutions segments;

continued the integration of our 2015, $13.6 billion acquisition of Pall Corporation and our 2016, $4.0 billion acquisition of Cepheid, eliminating more than $200 million of annual costs across both businesses;

 

•     2023 PROXY STATEMENTreturned over $375 million to shareholders through cash dividends, marking the25th year in a row Danaher has paid a dividend(Danaher’sper-share quarterly dividend has increased more than 500% over the last five years); and41

grew our business on a year-over-year basis:

DANAHER 2016-2017 YEAR-OVER-YEAR GROWTH FROM CONTINUING OPERATIONS

LOGO

Revenue Growth 8.5% Operating Cash Flow Growth 12.5% EARNINGS GROWTH 14.5%

22     DANAHER2018 PROXY STATEMENT 
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Compensation Discussion and Analysis  

#1 IN PEER GROUP based on compounded average annual shareholder return from and including 1993-2017 13.4% 3 years S&P 500: 11.4% 17.6% 5 years S&P 500: 15.8% 11.2% 10 years S&P 500: 8.5% 14.7% 15 years S&P 500: 9.9% 15.0% 20 years S&P 500: 7.2% 19.2% 25 years S&P 500: 9.7%

Long-Term Performance

We believe a long-term performance period most accurately compares relative performance within our peer group. Over shorter periods, performance comparisons may be skewed by the easier performance baselines of peer companies that have experienced periods of underperformance.

Danaher has not experienced a sustained period of underperformance over the last twenty-five years, and we believe the consistency of our performance over that period is unmatched within our peer group. Danaher ranks number one in its peer group over the past twenty-five years based on compounded average annual shareholder return, and is the only company in its peer group whose total shareholder return, or TSR, outperformed the S&P 500 Index:

•   over every rolling 3-year period from and including 1993-2017; and

•   by more than 600 basis points over every rolling 3-year period from and including 2008-2017.

LOGO

Danaher’s compounded, average annual shareholder return has outperformed the S&P 500 Index over each of the last three, five-,ten-, fifteen-, twenty- and twenty-five year periods:

LOGO

LOGO

DANAHER2018 PROXY STATEMENT      23

  Compensation Discussion and Analysis

2017

2022 Executive Compensation

The chart below summarizes key information with respect to each pay element represented in Danaher’s 20172022 executive compensation program:

 

Pay ElementPrimary ObjectivesFormPerformance
Requirement		Key Committee Considerations
in Determining 2022
Compensation

  PAY ELEMENT  

PRIMARY OBJECTIVES

FORM

PERFORMANCE
REQUIREMENT

KEY COMMITTEE CONSIDERATIONS

IN DETERMINING 2017
COMPENSATION

2016-2017

CHANGE IN
AMOUNT
REPORTED IN
SUMMARY
COMPENSATION
TABLE*

Long-Term Incentive Compensation (Equity)

•   Attract, retain and motivate skilled executives

•   Align the interests of management and shareholders by ensuring that realized compensation is:

¡•   in the case of stock options, commensurate with long-term changes in share price; and

¡•   in the case of PSUs, tied to (1) long-term changes in share price at all performance levels, and (2) attainment of TSR-based performance goals;relative TSR and

¡   in the case of RSUs, tied to (1) long-term changes in share price at all performance levels, and (2) attainment of financial average ROIC performance goals.

Stock options

Stock options (50%)

5-year, time- based•  4-year, time-based vesting schedule

•Options only have/increase in value if Danaher stock price increases

•   This pay element represented the most significant component of compensation for each namedNEO for 2022.

•   This pay element has the heaviest weighting of all our executive officer for 2017.

•   Because this elementcompensation program elements because it best supports our retention and motivation objectives and aligns the interests of our executives and shareholders, it hasshareholders.

•   From time to time, we also grant time-vested restricted stock units to executive officers, such as in connection with new hires or promotions or for retention purposes. A portion of the heaviest weightingstock compensation granted to Dr. Gutierrez-Ramos in 2022 was granted in RSUs, constituting an installment of all our executive compensation program elements.the sign-on equity award Danaher agreed to grant him in connection with his joining the Company in 2020.

+27% (CEO)

+11 – 26% (other NEOs)

Performance
stock units (PSUs) (25%)

•3-year relative TSR (and average ROIC performance (plus additionalas a modifier)

•2-year holding period (incremental to 3-year performance period)

Restricted stock units (RSUs) (25%)

5-year, time- based vesting schedule, plus performance- based vesting criteria

*Only includes NEOs who were executive officers for all of 2016-2017.

24     DANAHER2018 PROXY STATEMENT

Compensation Discussion and Analysis  

  PAY ELEMENT

PRIMARY OBJECTIVES

FORM

PERFORMANCE
REQUIREMENT

KEY COMMITTEE

CONSIDERATIONS

IN DETERMINING 2017
COMPENSATION

2016-2017

CHANGE IN
AMOUNT
REPORTED IN
SUMMARY
COMPENSATION 
TABLE*

Annual Cash Incentive Compensation

•   Motivate executives to achieve near-term operational and financial goals that support our long-term business objectives and strategic priorities

•   Attract, retain and motivate skilled executives

•   Allow for meaningful pay differentiation tied to annual performance of individuals and groups

Cash

Company Financial Performance (60%)LOGOAdjusted EPS** (70%)

This pay element represented the second-most significant elementcomponent of compensation for each named executive officerNEO for 2017.2022. Its focus on near-term performance and the cash nature of the award complementcomplements the longer-term, equity-basedequity- based compensation elements of our program.

-11% (CEO)

-4% - +4%

(other NEOs)

Free Cash Flow-to-Adjusted Net Income Ratio** (20%)

ROIC**

(10%)

Personal Performance (40%)

Fixed Annual Compensation (Salary)

•   Provide sufficient fixed compensation to (1) allow a reasonable standard of living relative to peers, and (2) mitigate incentive to pursue inappropriate risk-taking to maximize variable pay

CashN/A

•   Base salary should be sufficient to avoid competitive disadvantage while facilitating a sustainable fixed cost structure.

•   We also periodically use fixed cash bonuses for recruitment and retention purposes to competitively attract and compensateretain high-performing executives.

+9% (CEO)

+5 - 6% (other NEOs)

Other Compensation

 
2023 PROXY STATEMENT42
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2022 Executive Compensation (cont.)

Pay ElementPrimary ObjectivesFormPerformance
Requirement		Key Committee Considerations
in Determining 2022
Compensation
Other Compensation

•   Make our total executive compensation plan competitive

•   Improve cost-effectiveness by delivering perceived value that exceeds our actual costs

Employee benefit plans;

limited perquisites; severance

benefits

N/A

•   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 that executives spend on Danaher business.

+1% (CEO)

+7 - 49% (other NEOs)

*(1)Only includes NEOs who were executive officers for all of 2016-2017.

**Adjusted EPS, Adjusted Free CashFlow-to-Adjusted Net Income Ratio (which we also refer to as “Free Cash Flow Ratio”) andReturn-on-Invested Capital (“ROIC”) Core Revenue Growth are financial measures that donot comply with generally accepted accounting principles (“GAAP”).Appendix A to this Proxy Statement defines thesenon-GAAP financial measuresquantifies and reconciles themthese measures to thecomparable 20172022 GAAP financial measures.
“Adjusted Diluted Earnings Per Share” or “Adjusted EPS” means the Company’s “Adjusted Diluted Net Earnings Per Common Share” from continuing operations for the fiscal yearending December 31, 2022 as reported on a Current Report on Form 8-K furnished by the Company on January 24, 2023 (“Form 8-K”), but excluding: (1) the impact of any changein accounting principles that occurred during the performance period and the cumulative effect thereof, to the extent such change was not considered in establishing targetperformance levels (the Committee may either apply the changed accounting principle to the performance period, or exclude the impact of the change in accounting principle fromthe period); and (2)(i) all transaction and financing costs directly related to the acquisition of any whole or partial interest in a business, (ii) all restructuring charges directly relatedto or arising from any business as to which the Company acquired a whole or partial interest and incurred within two years of the acquisition date, (iii) all charges and gains arisingfrom the resolution of contingent liabilities identified as of the acquisition date and related to any business as to which the Company acquired a whole or partial interest, (iv) all othercharges directly related to the acquisition of any whole or partial interest in a business and incurred within two years of the acquisition date, and (v) all gains or charges associatedwith the operation of any business as to which the Company acquired a whole or partial interest on or after January 1, 2022; provided, that with respect to the gains and chargesreferred to in sections (2)(iii) and (2)(iv) above, only gains or charges that individually or as part of a series of related items exceeded $10 million during the performance period areexcluded.
“Core Revenue Growth” is defined as sales from continuing operations calculated according to GAAP but excluding (1) sales from acquired businesses; and (2) the impact of currencytranslation. Sales attributable to acquired businesses refers to sales from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of salesattributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between(i) the period-to-period change in revenue (excluding sales from acquired businesses); and (ii) the period-to-period change in revenue (excluding sales from acquired businesses) afterapplying current period foreign exchange rates to the prior year period.
“Adjusted Free Cash Flow-to-Adjusted Net Income Ratio” or “Free Cash Flow Ratio” is defined as (A) the Company’s GAAP operating cash flow from continuing operations for theyear ended December 31, 2022, less 2022 purchases of property, plant and equipment from continuing operations (net of proceeds from the sale of property, plant and equipment);but excluding the cash flow impact of any discrete tax item in excess of $10 million or any other item that is excluded from Adjusted EPS, divided by (B) the Company’s Adjusted NetIncome. “Adjusted Net Income” means the Company’s net income from continuing operations for the year ended December 31, 2022 as determined pursuant to GAAP, but excludingthe same adjustment items reflected in the calculation of Adjusted EPS. “Adjusted Net Income” means the Company’s net income from continuing operations for the year ended December 31, 2022 as determined pursuant to GAAP, but excluding the same adjustment items reflected in the calculation of Adjusted EPS.

 

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  Compensation Discussion and Analysis

Compensation Governance

The Committee recognizes that the success of our executive compensation program over the long-term requires a robust framework of compensation governance. As a result, the Committee regularly reviews external executive compensation practices and trends and incorporates best practices into our executive compensation program. Below are highlights of our 2022 executive compensation program:

 

WHAT WE DO WHAT WE DOWHAT WE DON’T DO

LOGO

Five-yearFour-year vesting requirement for equity awards (or in the case of PSUs,stock options; three-year vesting and aperformance period plus further two-year holding period)

periodfor PSUs		 

LOGO

No tax gross-up provisions (except(except as applicable to management employees generally such as relocation policy)

LOGO

Incentive compensation programs feature multiple, differentperformance measures aligned with business strategy

the Company’s strategic performance metrics		 

LOGO

No dividend/dividend equivalents paid on unvestedequity awards

LOGO

Short-term and long-term performance metrics that balance ourabsolute performance and our relative performance versuspeer companies		 

No “single trigger” change of control benefits
Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing

 

LOGO

No “single trigger” change of control benefits

active defined benefit pension program since 2003

LOGO

Minimum one-year vesting requirement for 95% of shares granted under the Company’s stock plan

 

LOGO

No active defined benefit pension program since 2003

hedging of Danaher securities permitted

LOGO

Stock ownership requirements for all executive officers

 

LOGO

No hedging of Danaher securities permitted

long-term incentive compensation is denominated orpaid in cash (other than PSU dividend accruals)

LOGO

Limited perquisites and a cap on CEO/CFO personal aircraft usage

 

LOGO

No long-term incentiveabove-market returns on deferred compensation is denominated or paid in cash

plans

LOGO

Independent compensation consultant that performs no other services for the Company

 

LOGO

No above-market returns on deferredoverlapping performance metrics between short-termand long-term incentive compensation plans

programs

Risk Considerations

Risk-taking is a necessary part of growing a business, and prudent risk management is necessary to deliver long-term, sustainable shareholder value. The Committee believes that the Company’s executive compensation program supports the objectives described above without encouraging inappropriate or excessive risk-taking. In reaching this conclusion, the Committee considered in particular the following risk-mitigation attributes of our 2022 executive compensation program.

 

ATTRIBUTE KEY RISK MITIGATING EFFECT

•   Emphasis on long-term, equity-based compensation

•   Five-yearFour-year vesting requirement for equity awards (or in the case of PSUs,stock options, and three-year vesting and aperformance period plus further two-year mandatory holding period)period for PSUs

•   Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing

 

•   Discourages risk-taking that produces short-term results at the expense of building long-term shareholder value

•   Helps ensure executives realize their compensation over a time horizon consistent with achieving long-term shareholder value

•   Helps deter inappropriate actions and decisions that could harm Danaher and its key stakeholders

•   Incentive compensation programs feature multiple, different complementaryperformance 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 andon number of shares that may be earned under equity awards

•   Compensation Committee’s ability to exercise discretion to reduce incentive compensation amounts

•  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 toCompensation Committee discretion

•   Mitigates risks associated with a strictly formulaic program, which could unintentionally incentivize an undue focus on certain performance metrics or encourage imprudent risk taking

•   Provides Compensation Committee the opportunity as appropriate to adjust awards based on how results are achieved

•   Independent compensation consultant

 

•   Helps ensure advice will not be influenced by conflicts of interest

 

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Compensation Discussion and Analysis  

Analysis of 20172022 Named Executive Officer Compensation

Overview

Overview

In determining the appropriate mix and amount of compensation elements for each named executive officerNEO for 2017,2022, the Committee considered the factors referred to under “–Named Executive Officer Compensation Framework” (without assigning any particular weight to any factor), exercised its judgment and adopted the compensation elements described above under “Summary – 2017“Executive Summary –2022 Executive Compensation.” The graphics below illustrate, for the CEOMr. Blair and separately for the other NEOs in aggregate, the percentage of 20172022 compensation that each element of compensation accounted for (based on the amounts reported in the 20172022 Summary Compensation Table):

 

LOGOLOGO

Amounts may not total 100% due to rounding

Long-Term Incentive Awards

2017

Target Award Values

In February 2017,2022, the Committee subjectively determined the target dollar value of annual equity compensation to be delivered to each named executive officerNEO in 2017,2022, taking into account each of the following factors (none of which was assigned a particular weight by the Committee):

 

the relative complexity and importance of the officer’s position;

the officer’s performance record and potential to contribute to future Company performance and assume additional leadership responsibility;

the risk/reward ratio of the award amount compared to the length of the related vesting and holding provisions; and

•the relative complexity and importance of the officer’s position;
•the officer’s performance record and potential to contribute to future Company performance and assume additional leadership responsibility;
•the risk/reward ratio of the award amount compared to the length of the related vesting and holding provisions, including the fact that the combined vesting and holding periods applicable to our executive awards are longer than typical for our peer group;
•the amount of equity compensation necessary to provide sufficient retention value and long-term performance incentives in light of (1) compensation levels within the Company’s peer group, and (2) the officer’s historical compensation;
•the competitive demand for our executives; and
•the lack of a defined benefit pension plan for Danaher executives, and therefore the significance of long-term incentive awards as a capital accumulation opportunity.

In determining Mr. Blair’s annual equity compensation necessary to provide sufficient retention incentives in light of (1) compensation levels within the Company’s peer group, and (2) the officer’s historical compensation.

With the exception of our President and CEO, who was promoted to that position in September 2014, the 2017 equity compensation awards for Danaher’s named executive officers tended to be larger than peer awards for comparable positions (based on recent, publicly available data) because:

the competitive demand for our executives requires that we make greater efforts to retain our executives;

the vesting and holding periods applicable to our awards have been longer than typical for our peer group;

the Committee seeks to make equity-based compensation constitute a significant percentage of total compensation for high-level executives; and

unlike many of our peers, we do not provide a defined benefit pension plan for our executives, and therefore our long-term incentive awards represent a particularly important capital accumulation opportunity.

In increasing Mr. Joyce’s 2017 equity compensation by approximately 27% compared to 2016,February 2022, the Committee considered in particular Mr. Blair’s effective leadership during the following factors. In light ofpandemic; the Company’s strong financial performance since Mr. Joyce was appointed President and CEO in 2014, the Committee has gradually increased his annual equity compensation from a level appropriate for a new CEO to a level that reflects the Company’s positive record of financial and operational performance underduring his leadership (subject to time-basedtenure; and performance-based vesting criteria that link the ultimate, realized value of such awards tohis progress in further refining and improving the Company’s performance over the next several years). The Committee also took into account:strategy planning and development processes.

 

Mr. Joyce’s leadership in the successfulspin-off of Fortive;

the continued, positive results from the integration of Pall Corporation;

the Company’s successful acquisition of Cepheid;

DANAHER2018 PROXY STATEMENT      27

  Compensation Discussion and Analysis

the Company’s progress in building a culture of employee engagement; and

the Company’s progress in enhancing its culture and capabilities in the area of innovation.

2017

Equity Award Mix

With respect to each of the named executive officer 2017NEO 2022 annual equity awards,one-half of the target award value was delivered as stock optionsone-quarter and one-half as RSUs andone-quarter as PSUs.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 RSUs and PSUs effectively balances the goals of incentivizing and rewarding shareholder value creation while supporting our talent retention objectives:

 

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

2023 PROXY STATEMENT45
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•Effective in 2022, the Committee shortened the vesting period for executive stock options to four years. The Committee continually assesses the effectiveness of our executive compensation program, and concluded that a four-year vesting period for stock options most effectively balances (1) retention considerations in an increasingly competitive market for executive talent, and (2) the traditional, long-term focus of our executive compensation program.
•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.

PSU Performance Criteria

The executive officer PSUs inherently incentivize shareholder value creation, since option holders realize no value unless our stock price rises after the option grant date and the value of PSUs is tied directly to the Company’s relative TSR performance.

Our stock options and RSUs vest over five years and our PSUsgranted in 2022 are subject to three-year vesting and a furthertwo-year holding period. In aggregate, these periods are longer than typical for our peer group, promote stability and encourage officers to take a long-term view of our performance.
two performance criteria:

 

The Committee weighted stock options most heavily because it 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 skilled officers.

RELATIVE TSR

 

While RSUs and PSUs offer more modest upside potential than stock options, during periods

The number of stock market declines or modest growth they are more likelyshares of Common Stock that vest pursuant to support our talent retention objectives.

2017the PSU and RSU Performance Criteria

In designingaward 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 criteria applicable to PSUs, theperiod. The Committee established threshold, target and maximum relative TSR performance levels and established a payout percentage curve that relates each level of performance to a payout expressed as a percentage of the target PSUs:PSUs, as illustrated in the table below:

  PSU PERFORMANCE LEVEL (RELATIVE

Performance Level (Relative TSR RANK WITHINRank Within S&P 500 INDEX)Index)

PAYOUT
PERCENTAGEPayout Percentage

Below 35thpercentile

0% 0%

35thpercentile

50% 50%

55thpercentile

100% 100%

75thpercentile or above

200% 200%

 

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

The Company’s three-year average ROIC performance beginning with the year of grant, compared to the Company’s ROIC for the year immediately preceding the year of grant (the “baseline year”), can increase or decrease the number of shares that would otherwise vest by 10% (but cannot cause the payout percentage to exceed 200%), as illustrated in the table below:

Three-Year Average ROIC Change(2)
(Compared to Baseline Year ROIC)		ROIC Modifier Factor
At or above + 200 basis points110%
Below + 200 basis points and above zero basis points100%
At or below zero basis points90%
(2)“Three-Year Average ROIC Change” means (1) the quotient of (a) the Company’s Adjusted Net Income for the three-year ROIC performance period divided by three, divided by (b) the Company’s Adjusted Invested Capital for the ROIC performance period, less (2) the quotient of (x) the Company’s Adjusted Net Income for the year immediately preceding the date of grant (the “baseline year”), divided by (y) the Company’s Adjusted Invested Capital for the baseline year. “Adjusted Invested Capital” means the average of the quarter-end balances for each fiscal quarter of the ROIC performance period of (a) the sum of (i) the Company’s GAAP total stockholders’ equity and (ii) the Company’s GAAP total short-term and long-term debt; less (b) the Company’s GAAP cash and cash equivalents; but excluding in all cases the impact of (1) any business acquisition by the Company for a purchase price equal to or greater than $250 million and consummated during the ROIC performance period, (2) any business sale, divestiture or disposition by the Company during the ROIC performance period, and (3) all Company investments in marketable or non-marketable securities that are consummated during the ROIC performance period. “Adjusted Net Income” is calculated in a manner similar to the definition set forth in the preceding footnote, except that (i) only transaction costs and operating gains/charges associated with acquisitions consummated during the ROIC performance period with a purchase price equal to or greater than $250 million are excluded, (ii) gains/charges associated with discontinued operations are not excluded, and (iii) gains/ charges related to Company strategic investments as well as all after-tax interest expense are excluded.

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

2023 PROXY STATEMENT46
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VESTING AND HOLDING PERIOD

With respect to 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.

AnyPSUs granted in 2022, any PSUs that vest following the three-year performance period are subject to an additionaltwo-year holding period and are paid out in shares of Company Common Stock following the fifth anniversary of the commencement of the performance period. Vesting is contingent on continued employment throughout the three-year performance period and until the Committee certifies satisfaction of the performance criteria, except that in the event of death during the performance period the executive receives a prorated portion of the target award based on the percentage of the performance period during which the executive was employed, and in the event of retirement during the performance period the executive receives a prorated portion of the shares actually earned based on the Company’s performance over the performance period. Any dividends paid on the Company’s Common Stock during the performance period are credited to PSU accounts, but are only paid out (in cash) to the extent the underlying PSUs vest based on performance and are not paid until the shares underlying the vested PSUs are issued.

In 2017, the Committee applied Adjusted EPS and positive net income performance metrics to executive RSU grants to link realization of the award to the Company’s operational performance. However, because RSUs are a key retention tool and the Committee considers the RSU performance criteria as ancillary in importance to the time-based vesting requirement, effective in 2018 the Committee has eliminated the Adjusted EPS performance criteria applicable to executive RSU grants. The executive RSU grants remain subject to a five-year time-based vesting schedule and a positive net income performance requirement.

PSUs Earned for 2015-20172020-2022 Performance Period

PSUs for the 2015-20172020-2022 performance period, which ended December 31, 2017,2022, were earned and certified in February 20182023 based on an earned payout percentage of 140%200%, resulting from the Company’s three-year absolute TSR of 46.30%64.58% ranking in the 6384rdth percentile relative to the TSRs of the companies in the S&P 500 indexIndex as of the beginning of the performance period (January 1, 2015)(February 24, 2020). The Company’s Three-Year Average ROIC Change with respect to these PSUs was +469 basis points, but because the ROIC Modifier Factor cannot increase the earned payout percentage above 200%, it had no impact on the earned payout percentage. These PSUs remain subject to a furthertwo-year mandatory holding period that runs through 2019.2024.

 

28     DANAHER2018 PROXY STATEMENT

Compensation Discussion and Analysis  

Annual Incentive Awards

Overview

Umbrella Plan

In 2017, we granted annual cash incentive awards to our named executive officers under our shareholder-approved 2007 Executive Incentive Compensation Plan (“EICP”). The EICP is an umbrella plan intended to satisfy the performance-based requirements of Section 162(m) of the Internal Revenue Code (the”Code”). As it has done in prior years, in 2017 the Committee exercised negative discretion under the plan to make annual awards utilizing the performance-based formula described below (which historically has resulted in awards well below the maximum permitted under the umbrella plan). In light of the general elimination of the performance-based exemption from Section 162(m)’s deduction limit effective January 1, 2018, beginning in 2018 the Committee grants named executive officer annual cash incentive awards under the Omnibus Plan rather than the EICP. However, irrespective of the plan under which the awards are granted, the performance-based formula the Committee approved for 2018 remains consistent with the 2017 formula described below.

2017 Annual Incentive Awards

The diagram below illustrates the 20172022 annual incentive award opportunities the Committee determined for the Company’s named executive officers,NEOs in May 2022 under the Omnibus Plan, each element of which is further described below.

 

LOGO

Target Bonus Percentage and Personal Payout Percentage.

In February 2017,May 2022, the Committee established for each named executive officer theNEO target bonus percentagepercentages (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 andnon-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.

 

2023 PROXY STATEMENT47
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  EXECUTIVE OFFICERExecutive Officer

 

TARGETTarget Bonus

BONUS

PERCENTAGE


Percentage		 

2017 PERSONAL PERFORMANCE OBJECTIVES

2022 Personal Performance Objectives
  Thomas P. Joyce, Jr.Rainer M. Blair
President and Chief Executive Officer		 200% 

ConsistedThe personal performance objectives for Mr. Blair consisted of the degree of year-over-year improvement in Danaher’s core revenue growth, core operating margin and free cash flow, particularly as relatedqualitative goals with respect to the Company’s recent acquisitions of Cepheidassociate diversity representation; CEO succession planning process; senior talent acquisition; strategy (overall and Phenomenex;with respect to key businesses and qualitative goals relating tofunctions); portfolio optimization; the Company’s science and technology capabilities and positioning; and capital allocation strategy, the Company’s innovation strategy and related product and technology roadmaps, the strengthening of the talent required to support the Company’s growth, progress on associate engagement and the development of the Company’s shared purpose, and the Company’s use of DBS to improve commercial performance.

deployment.
  Daniel L. ComasMatthew R. McGrew
Executive Vice President and CFO		 125% 

Consisted of the degree of Danaher’s overall 2017 financial performance in terms ofyear-over-year core revenue growth, operating profit margin expansion, earnings per share growth and free cash flow; and qualitativeflow growth; quantitative goals relatingwith respect to enhancing the strength of the finance organization’s associate engagement; and cyber-security organizations and the quality and volume ofgoals with respect to the Company’s associate diversity representation and inclusion; finance leader development and succession planning; strengthening talent management and development in the finance organization; strengthening finance department operational process and leverage of DBS; cultivation and execution of acquisition opportunities; and portfolio optimization performance.

sustainability strategy.
  Rainer M. BlairJennifer Honeycutt
Executive Vice President		 115%125% 

Consisted of the degree of year-over-year improvement in core revenue, growth, operating profit margin improvement and working capital turnover for her business units; return-on-invested-capital performance achieved with respect to acquisitions by her business units; quantitative goals for her business units relating to turnover rate, internal fill rate, associate engagement, talent development and succession planning, diversity representation, on-time delivery, manufacturing quality and capital deployment; and qualitative goals relating to strategic initiatives and sustainability strategy.

Joakim Weidemanis
Executive Vice President		125%Consisted of the degree of year-over-year improvement in core revenue, operating profit margin and working capital turnover for his business units;return-on-invested-capital performance achieved with respect to acquisitions by his business units; quantitative goals for his business units relating to human resourcesturnover rate, internal fill rate, associate engagement, talent development and talent-related metrics,succession planning, diversity representation, on-time delivery, manufacturing quality and technology/product innovation;capital deployment; and qualitative goals relating to capital deploymentstrategic initiatives, innovation and acquisition integrationscience, technology and the development of strategicdigital organization and innovation-related initiatives for his business units.

capabilities.
DANAHERJose-Carlos Gutierrez-Ramos2018 PROXY STATEMENT      29

  Compensation Discussion
Senior Vice President and Analysis

  EXECUTIVE OFFICER

TARGET

BONUS

PERCENTAGE

2017 PERSONAL PERFORMANCE OBJECTIVES

  William K. Daniel II125%

Consisted of the degree of year-over-year improvement in core revenue growth, operating profit margin improvement and working capital turnover improvement for his business units;return-on-invested-capital performance achieved with respect to acquisitions by his business units; quantitative goals for his business units relating to human resources and talent-related metrics,on-time delivery and manufacturing quality; and qualitative goals relating to capital deployment and acquisition integration and the development of strategic and innovation-related initiatives for his business units.

  Angela S. LalorChief Science Officer 115% 

Consisted of qualitative goals relatingwith respect to improvements in the Company’s talent acquisitionscience and development processes, including in supporttechnology strategy; the leadership of the Company’s strategic focus on innovation, improvements inScientific Advisory Board and support for the Board’s Science and Technology Committee; the Company’s associate engagement programscience and the implementation of an HRIS system for the Company.

technology culture and community; science and technology talent recruitment; capital allocation; and innovation-driven collaboration.

Determining Target Bonus Percentage.

DETERMINING TARGET BONUS PERCENTAGE

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

Determining Personal Payout Percentage.

DETERMINING PERSONAL PAYOUT PERCENTAGE

Following the end of 2017,2022, the Committee used its judgment and determined for each NEO a Personal Payout Percentage between 0% and 200%. The Committee believes that its ability to exercise discretion in connection with the annual executive cash incentive compensation awards is an important element in reaching balanced compensation decisions that are consistent with our strategy, reward both current year performance and sustained long-term value creation, and reward achievements that advance our sustainability strategy. The Committee’s ability to exercise discretion:

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

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

2023 PROXY STATEMENT48
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and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. Without limiting the foregoing, with respect to the executive officer team’s 2022 performance as a whole the Committee considered in particular the Company’s 2022 financial performance; the Company’s progress toward separating its EAS business to create a separate, publicly-traded company; and the Company’s proactiveness during the year in identifying and executing upon opportunities to invest in the Company’s future financial and competitive positioning. The average Personal Payout Percentage of the NEOs (other than Mr. Blair) was 154%.

The Company awarded Mr. JoyceBlair a Personal Payout Percentage of 129%160% for 2017,2022, based primarily on his 2017 leadership with respect to the Company’s financial performance, talentand operational performance; progress toward its DE+I representation objectives; progress toward separating its EAS business to create a separate, publicly-traded company; and progress in further enhancing the Company’s innovation and strategy development processes, strategic allocation of capitaldirection and strengthening of our innovationscience and technology organization and capabilities.

Company Payout Percentage

The Company Payout Percentage is formulaic, based on the Company’s 20172022 performance against the Adjusted EPS, Free Cash Flow Ratio and ROICCore 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 ROICCore Revenue Growth to validate how efficientlyincentivize an appropriate balance between profitability and effectively the Company is investing its capital.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 relatesrelated each level of performance to a payout based onexpressed as a percentage of target bonus. The payout percentage iswas 0% for below-threshold performance, and ranges from 50% for threshold performance, to 150% (for Free Cash Flow Ratio100% for target performance and ROIC) or 200% (for Adjusted EPS) for performance that equalsequaled or exceedsexceeded the maximum. Under all Metrics, target performance yields a payout percentage of 100%. The payout percentages for performance between threshold and target, or between target and maximum, respectively, arewere 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 consensus earnings estimates for the Company’s peer group, the Company’s annual budget andmacroeconomic/end-market trends. For each Metric, the Committee set the performance target at a level it believes representsbelieved would represent attractive financial performance within our industry and is reasonably achievablewould require a high (but achievable) level of Company performance, while requiring what it believesbelieved would be outstanding performance to achieve the maximum payout level. The 2017 Adjusted EPS target was set within the 2017 Adjusted EPS guidance range provided to the Company’s investors at the beginning of 2017.

30     DANAHER2018 PROXY STATEMENT

Compensation Discussion and Analysis  

 

Following the end of 2017,2022, the Company Payout Percentage was calculated as follows:

 

2017 PERFORMANCE/PAYOUT MATRIX
  METRIC  

TARGET
PERFORMANCE

LEVEL

  

ACTUAL

PERFORMANCE

LEVEL

  

PAYOUT %

(BEFORE

WEIGHTING)

  METRIC WEIGHTING  

WEIGHTED

PAYOUT %

  Adjusted EPS  $3.87  $4.03  141.0%  70%  98.7%
  Free Cash Flow Ratio  103%  102.7%  99.3%  20%  19.9%

2016-2017 ROIC change

  +50 basis points  +48 basis points  99.3%  10%  9.9%
Company Payout Percentage  129% (as rounded)

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

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 20172022 annual cash incentive compensation awards for each of the named executive officersNEOs are set forth in the Summary Compensation Table.

Base Salaries

The Committee typically reviews base salaries for executive officers in February of each year and in connection with promotions.promotions and new hires. In February 2017,2022, the Committee subjectively determined 20172022 base salaries for the named executive officers, as set forth in the Summary Compensation Table. Without giving specific weight to any particular factor,NEOs. In each case the Committee used the officer’s prior year’s 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.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.

Other Compensation

Severance Benefits.

We have entered into Proprietary Interest Agreements with each of our named executive officersNEOs that include post-employment restrictive covenant obligations and (except for Ms. Lalor and Mr. Blair) provide for severance payments under certain circumstances. Mr. Joyce’s agreement also provides for additional cash payments and the pro rata acceleration of the time-based vesting applicable to his outstanding equity awards if the Company terminates his employment without cause.obligations. Danaher’s Senior Leader Severance Pay Plan, which each of the named executive officersNEOs participates in, also 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.

EDIP. Each named executive officer participates There is no change-in-control provision in the AmendedSenior Leader Severance Pay Plan or in any NEO employment agreement.

EDIP, ECP and Restated Danaher Corporation & Subsidiaries Executive Deferred Incentive Program, or EDIP. The EDIP is a shareholder-approved,non-qualified, unfunded deferred compensation program available to selected members of our management; for a summary of the plan, please seeDCP

As discussed in more detail under “Summary of Employment Agreements and Plans – Supplemental Retirement Program,” each NEO (1) participates in either the Amended and Restated Executive Deferred Incentive Program.” We useProgram (“EDIP”), or the EDIPExcess Contribution Program (“ECP”), and (2) is eligible totax-effectively contribute amounts to executives’ retirement accounts and give our executives an opportunity to defer taxes on cash compensation and realizetax-deferred, market-based notional investment growth on their deferrals. The amount we contribute annually to the executives’ EDIP accounts is set at a level that we believe is competitive with comparable plans offered by other companies in our industry. EDIP participants do not fully vest in such amounts contributed by Danaher until they have participated participate in the program for 15 years or have reached age 55 with at least five years of service with Danaher.voluntary Deferred Compensation Plan (“DCP”):

•The EDIP and ECP are each non-qualified, unfunded excess contribution programs available to selected members of our management. We use these programs to tax-effectively contribute amounts to executives’ and other participants’ retirement accounts and provide an opportunity to realize tax-deferred, market-based notional investment growth on these contributions.
•The DCP allows each participant to voluntarily defer, on a pre-tax basis, up to 85% of their salary and/or up to 85% of their non-equity annual incentive compensation with respect to a given plan year. The DCP gives our executives and other participants an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals.

Other Benefits and Perquisites. 

All of our executives are eligible to participate in our U.S. employee benefit plans, including our group medical, dental, vision, disability, accidental death and dismemberment, life insurance, flexible spending and 401(k) plans. These plans are generally available to all U.S. salaried employees and do not discriminate in favor of executive officers. In addition, the Committee makes certain perquisites available to the named executive officers;NEOs; please see the footnotes to the Summary Compensation Table for additional details. The Committee has also adopted a policy prohibiting any tax reimbursement orgross-up provisions in our executive compensation program (except under a policy applicable to management employees generally such as a relocation policy).

 

     DANAHER20182023 PROXY STATEMENT      3150
 

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  Compensation Discussion and Analysis

Named Executive Officer Compensation Framework

Danaher’s compensation program is grounded on the principle that each executive must consistently demonstrate exceptional personal performance in order to remain a Danaher executive. Within the framework of this principle and the other objectives discussed above, the Committee exercises its judgment in making executive compensation decisions. The factors that generally shape particular executive compensation decisions (none of which are assigned any particular weight by the Committee) are the following:

•The relative complexity and importance of the executive’s position within Danaher. To ensure that the most senior executives are held most accountable for long-term operating results and changes in shareholder value, the Committee believes that both the amount and“at-risk” nature of compensation should increase with the relative complexity and significance of an executive’s position.

•The executive’s record of performance, long-term leadership potential and tenure.

•Danaher’s performance. Our cash incentive compensation varies annually to reflect near-term changes in operating and financial results. Our long-term compensation is closely aligned with long-term shareholder value creation, both by tying the ultimate value of the awards to long-term shareholder returns and because of the length of time executives are required to hold the awards before realizing their value.

•Our assessment of pay levels and practices in the competitive marketplace. The Committee considers market practice in determining pay levels and compensation design to ensure that our costs are sustainable relative to peers and compensation is appropriately positioned to attract and retain talented executives. We have a history of successfully applying the Danaher Business System, or DBS, to deliver strong operating performance and create shareholder value, and we devote significant resources to training our executives in DBS. In addition, given our expectations regarding future growth, our Board and Committee have engaged a group of named executive officers whom we believe are capable of leading a significantly larger company. As a result of these factors, we believe that our executives are particularly valued by other companies with greater resources, which creates a high degree of retention risk.

The philosophy and goals of our compensation program have remained consistent over time, although the Committee considers the factors above within the context of the then-prevailing economic environment and may adjust the terms and/or amounts of compensation accordingly so that they continue to support our objectives.

For a description of the role of the Company’s executives and the Committee’s independent compensation consultant in the executive compensation process, please see “Corporate Governance – Board of Directors and Committees of the Board – Compensation Committee.”

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.

For 2017,

Executive Compensation Peer Group Prior to September 2022

Prior to September 2022, the Company’s peer group (for purposes of all 2022 executive compensation decisions) consisted of the following companies (the “peer companies”):set forth below:

 

3M CompanyBiogen Inc.Dover Corp.Johnson & Johnson
Abbott LaboratoriesBoston Scientific CorporationMedtronic Inc.
Amgen Inc.Ecolab Inc.Roper Corporation
Baxter International, Inc.Honeywell International Inc.Stryker Corporation
Becton Dickinson & Co.
  Abbott LaboratoriesEcolabIllinois Tool Works Inc.Thermo Fisher Scientific Inc.
  Baxter International, Inc.E. I. Du Pont De Nemours and CompanyUnited Technologies Corp.
  Becton Dickinson & Co.Honeywell International Inc.Zimmer Biomet Holdings
  Boston Scientific CorporationMedtronic Inc.

32     DANAHER2018 PROXY STATEMENT

Compensation Discussion and Analysis  

 

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

Executive Compensation Peer Group as of September 2022

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

3M CompanyBoston Scientific CorporationIQVIA Holdings Inc.
Abbott LaboratoriesBristol-Myers Squibb CompanyJohnson & Johnson
AbbVie Inc.Ecolab Inc.Medtronic Inc.
Amgen Inc.Eli Lilly and CompanyStryker Corporation
Baxter International, Inc.Honeywell International Inc.Thermo Fisher Scientific Inc.
Becton Dickinson & Co.

2023 PROXY STATEMENT51
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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 May 31, 2017)September 15, 2022), market capitalization (as of May 31, 2017)September 15, 2022) and employee headcount (based on each company’s most recent fiscal year end as of May 31, 2017)September 15, 2022), in each case derived from the Standard & Poor’s Capital IQ database.

 

  

($ IN MILLIONS)

 

    
  

REVENUE

 

 

MARKET
CAPITALIZATION

 

 

NET INCOME (BEFORE

UNUSUAL OR INFREQUENTLY
OCCURRING ITEMS AND

DISCONTINUED OPERATIONS)

 

 

TOTAL ASSETS

 

 

EMPLOYEES AT
END OF LAST
FISCAL YEAR

 

 
($ IN MILLIONS, EXCEPT
NUMBER OF EMPLOYEES)		 Revenue Market
Capitalization		 Net Income (From continuing
operations excluding
extraordinary items)		 Total Assets Employees

75th percentile

  $

 

28,516

 

 

 

 $

 

92,688

 

 

 

 $

 

3,673

 

 

 

 $

 

52,638

 

 

 

  

 

84,750

 

 

 

 $43,502 $192,052 $6,823 $90,080 96,000

Median

  $

 

15,981

 

 

 

 $

 

60,516

 

 

 

 $

 

1,771

 

 

 

 $

 

 

30,140

 

 

 

 

 

  

 

49,464

 

 

 

 $30,070 $119,799 $5,143 $56,247 67,500

25th percentile

  $

 

10,644

 

 

 

 $

 

37,394

 

 

 

 $

 

1,268

 

 

 

 $

 

19,547

 

 

 

  

 

36,250

 

 

 

 $16,770 $63,462 $1,715 $35,071 44,750

Danaher

  $

 

17,164

 

 

 

 $

 

58,959

 

 

 

 $

 

2,051

 

 

 

 $

 

45,245

 

 

 

  

 

62,000

 

 

 

 $30,816 $205,074 $6,206 $81,806 80,000

Danaher percentile rank

   

 

52

 

% 

 

  

 

49

 

% 

 

  

 

59

 

% 

 

  

 

68

 

% 

 

  

 

64

 

% 

 

DANAHER PERCENTILE RANK 52% 78% 64% 70% 60%

The peer group compensation data that the Committee reviewed in 20172022 in connection with its named executive officer compensation decisions estimated the 25th, median and 75thpercentile 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 onnon-qualified deferred compensation, and actual total compensation, in each case with respect to each respective namedNEO position.

Named Executive Officer Compensation Framework

Danaher’s compensation program is grounded on the principle that each executive officer position.must consistently demonstrate exceptional personal performance in order to remain a Danaher executive. Within the framework of this principle and the other objectives discussed above, the Committee exercises its judgment in making executive compensation decisions. The factors that generally shape particular executive compensation decisions (none of which are assigned any particular weight by the Committee) are the following:

•The relative complexity and importance of the executive’s position within Danaher. To ensure that the most senior executives are held most accountable for long-term operating results and changes in shareholder value, the Committee believes that both the amount and “at-risk” nature of compensation should increase with the relative complexity and significance of an executive’s position.
•The executive’s record of performance, long-term leadership potential and tenure.
•Danaher’s performance.Our cash incentive compensation varies annually to reflect near-term changes in operating and financial results. Our long-term compensation is closely aligned with long-term shareholder value creation, both by tying the ultimate value of the awards to long-term shareholder returns and because of the length of time executives are required to hold the awards before realizing their value.
•Our assessment of pay levels and practices in the competitive marketplace. The Committee considers market practice in determining pay levels and compensation design to ensure that our costs are sustainable relative to peers and compensation is appropriately positioned to attract and retain talented executives. As noted above, the market for executive-level talent is highly competitive. We also have a history of successfully applying the Danaher Business System, or DBS, to deliver strong operating performance and create shareholder value, and we devote significant resources to training our executives in DBS. As a result of these factors, we believe that our executives are particularly valued by other companies, which creates a high degree of retention risk.

The philosophy and goals of our compensation program have remained consistent over time, although the Committee considers the factors above within the context of the then-prevailing economic environment and may adjust the terms and/or amounts of compensation accordingly so that they continue to support our objectives.

For a description of the role of the Company’s executives and the Committee’s independent compensation consultant in the executive compensation process, please see “Corporate Governance – Board of Directors and Committees of the Board – Compensation Committee.”

2023 PROXY STATEMENT52
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Other Compensation Policies and Information

Long-Term Incentive Compensation Grant Practices

General

The Committee grants equityEquity 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 approved at regularly scheduled Committee meetings (typically scheduled in advancetypically granted as of one of the calendarCompany’s four, standardized grant dates during the year, in which they occur),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 of equity awards approved by the Committee is either the date of Committeegrant approval or a specified date subsequent to the approval date as specified by the Committee.date. The timing of equity awards has not been coordinated with the release of materialnon-public information. The Committee’s general practice is to approve annual equity awards to executivesexecutive 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.

PSUs and RSUs

The target dollar value attributable to PSUs and RSUs, isas applicable, has been translated into a target number of PSUs andor RSUs, respectively, using aas applicable, based on fair market value equalvalue. Prior to 2021, the average closing price over a twentytrading-day period ending on the grant date (the “Averaging Period Closing Price”), to avoid the potential volatility impact of using asingle-day closing price. Since this valuation methodology is not the same as the FASB ASC Topic 718 grant date fair value used for accounting purposes, the PSU/RSU target dollar value is not the same as the PSU/RSU grant date fair value reflected in the Summary Compensation Table.

Stock Options

The target dollar value attributable to stock options iswas translated into a number of stock options based on (1) a fair market value equal tomodified Black Scholes calculation that utilized a multi-day average closing price and an assumed ten-year term. Beginning with the Averaging Period Closing Price forequity awards granted in February 2021, the particular grant date and (2) themodified Black Scholes value of an option as ofwas replaced with the first grant date ofactual Black Scholes value used in the calendar year (but usingCompany’s financial statements with respect to the full10-year term of the option as the assumed life).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.grant (or on the immediately preceding trading day if the date of grant is not a trading day). Since the valuation methodologies used in 2020 are not the same as the FASB ASC Topic 718 grant date fair value used for accounting purposes, in that year the equity award target dollar values are not identical to the equity award grant date fair values reflected in the Summary Compensation Table and other compensation tables.

 

DANAHER2018 PROXY STATEMENT      33

  Compensation Discussion and Analysis

Stock Ownership-Related Policies

Stock Ownership Requirements

To further align management and shareholder interests and discourage inappropriate or excessive risk-taking, our stock ownership policy requires each executive officer to obtain a substantial equity stake in Danaher within five years of his or hertheir appointment to an executive position, as follows:

 

TitleStock Ownership Multiple

Chief Executive Officer

56 times base salary

Executive Vice President

3 times base salary

Senior Vice President

2 times base salary

What Counts as Ownership:What Does Not Count as Ownership:

WHAT COUNTS AS OWNERSHIP:•

WHAT DOES NOT COUNT AS OWNERSHIP:

•  Shares in which the executive or his or hertheir spouse or child has a direct or indirect interest

•  Notional shares of Danaher stock in the EDIP, ECP or DCP

•  Shares held in a 401(k) plan

•  Unvested RSUs

•  Unvested RSUs/  Vested PSUs (based on target number of shares until vested and then based on the actual number of vested shares)

•  Unexercised stock options

•  Unvested PSUs

Once an executive officer has acquired a number of Company shares that satisfies the applicable ownership multiple, then applicable to him or her, such number of shares then becomes his or herthe officer’s minimum ownership requirement (even if the officer’s salary increases or the fair market value of such shares subsequently changes) until he or shethe officer is promoted to a higher level. Each named executive officer serving as an executive officer as of December 31, 2017NEO was in compliance with the stock ownership requirements as of such date.December 31, 2022.

Pledging Policy

Danaher’s Board has adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of Danaher Common Stock that hethe director or sheofficer directly or indirectly owns and controls (other than shares already pledged as of February 21, 2013)the date the policy was adopted), and provides that pledged shares of Danaher Common Stock do not count toward Danaher’s stock ownership requirements. No named executive officerNEO has pledged any shares of Danaher Common Stock.

2023 PROXY STATEMENT53
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Hedging Policy

Under our insider trading policy, Danaher policy prohibits Danaherdirectors and employees (including the named executive officers) and directorsare prohibited from engaging in anyshort sales of Danaher Common Stock, transactions involving ain any derivative of a Danaher security including(including, but not limited to, buying or selling puts, calls or other options (except for instruments granted under a Danaher equity compensation plan)) or any other forms of hedging transactions.transactions with respect to Danaher securities.

Recoupment Policy

To further discourage inappropriate or excessive risk-taking, the Committee has adopted a rigorous, “no-fault” recoupment (or clawback) policy applicable to Danaher’s executive officers, other individuals who serve on the Danaher Leadership Team (which consists primarily of Company corporate officers) and certain other employees (the “covered persons”). Under the policy, in the event of a material restatement of Danaher’s consolidated financial statements (other than any restatement required pursuant to a change in applicable accounting rules), Danaher’s Board may, to the extent permitted by law and to the extent it determines that it is in Danaher’s best interests to do so, in addition to all other remedies available to Danaher require reimbursement or payment to Danaher of:

 

the portion of any annual incentive compensation payment awarded to any covered person within the three year period prior to the date such material restatement is first publicly disclosed that would not have been awarded had the consolidated financial statements that are the subject of such restatement been correctly stated (except that the Board has the right to require reimbursement of the entire amount of any such annual incentive compensation payment from any covered person whose fraud or other intentional misconduct in the Board’s judgment alone or with others caused such restatement); and

•the portion of any annual incentive compensation payment awarded to any covered person within the three year period prior to the date such material restatement is first publicly disclosed that would not have been awarded had the consolidated financial statements that are the subject of such restatement been correctly stated (except that the Board has the right to require reimbursement of the entire amount of any such annual incentive compensation payment from any covered person whose fraud or other intentional misconduct in the Board’s judgment alone or with others caused such restatement); and
•all gains from equity awards granted on or after March 15, 2009 realized by any covered person during the twelve-month period immediately following the original filing of the consolidated financial statements that are the subject of such restatement, if the covered person’s fraud or other intentional misconduct in the Board’s judgment alone or with others caused such restatement.

34     DANAHER2018 PROXY STATEMENT

Compensation Discussion and Analysis  

 

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 associate is prohibited from exercising outstanding equity awards after such time he or sheemployee is terminated for gross misconduct.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 of an employee’s participation in the EDIP resulted from the employee’sconstitute gross misconduct, the administrator may determine that the employee’sparticipant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher.

Regulatory ConsiderationsConsiderations.

Section 162(m) generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to certain executive officers. The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

We review the tax impact of our executive compensation on the Company as well as on the executive officers. In addition, we review the impact of our compensation programs against other considerations, such as accounting impact, shareholder alignment, market competitiveness, effectiveness and perceived value to employees. Because many different factors influence a well-rounded, comprehensive and effective executive compensation program, some of the compensation we provide to our executive officers is not deductible under Section 162(m).

COMPENSATION COMMITTEE REPORT

Compensation Committee Report

This report is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any prior or subsequent filing by Danaher under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Danaher specifically incorporates this report by reference therein.

The Compensation Committee of Danaher Corporation’s Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis set forth above and, based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee of the Board of Directors

Donald J. Ehrlich

Alan G. Spoon (Chair)

Teri List

Walter G. Lohr, Jr.

Alan G. Spoon

 

     DANAHER20182023 PROXY STATEMENT      3554
 

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COMPENSATION TABLES AND INFORMATION

2017

2022 Summary Compensation Table

The following table sets forth the 20172022 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, 2017, also2022, known as our “named executive officers.”

 

  NAME AND

  PRINCIPAL POSITION

 YEAR  

SALARY

($)(1)

  BONUS ($)  

STOCK
AWARDS

($)(2)

  OPTION AWARDS
($)(2)		  

NON-EQUITY
INCENTIVE
PLAN
COMPENSATION

($)(1)

  

CHANGE IN
PENSION VALUE
AND
NONQUALIFIED

DEFERRED
COMPENSATION
EARNINGS

($)(3)

  

ALL OTHER
COMPENSATION

($)(4)

  TOTAL ($) 

Thomas P. Joyce,Jr.

President

and CEO

  2017  $1,200,000   0  $5,559,897  $4,413,654  $3,100,000  $6,863  $505,927  $14,786,341 
  2016  $1,100,000   0  $4,095,424  $3,762,923  $3,500,000  $11,867  $498,587  $12,968,801 
  2015  $1,000,000   0  $3,473,408  $3,048,142  $2,600,000  $4,392  $469,606  $10,595,548 

Daniel L. Comas,

Executive Vice

President and CFO

  2017  $905,476   0  $2,168,648  $1,721,412  $1,600,000  $5,203  $294,764  $6,695,503 
  2016  $862,357   0  $1,830,931  $1,682,232  $1,666,505  $9,196  $271,662  $6,322,883 
  2015  $821,400   0  $1,786,736  $1,567,665  $1,402,541  $2,773  $265,398  $5,846,513 

Rainer M. Blair,

Executive Vice

President

  2017  $625,000   0  $1,390,207  $1,103,517  $1,000,000   0  $112,539  $4,231,263 

William K. Daniel II,

Executive Vice

President

  2017  $773,953   0  $1,946,104  $1,544,841  $1,300,000   0  $165,556  $5,730,454 
  2016  $730,144   0  $1,589,854  $1,460,842  $1,337,989   0  $110,968  $5,229,797 
  2015  $682,500   0  $1,538,272  $1,350,063  $1,076,644   0  $106,580  $4,754,059 

Angela S. Lalor,

Senior Vice

President-HR

  2017  $634,185   0  $1,167,663  $926,946  $1,050,000   0  $120,285  $3,899,079 
  2016  $603,986  $300,000(5)  $867,250  $796,901  $1,013,851   0  $91,318  $3,673,306 
  2015  $575,300  $300,000(5)  $794,576  $560,024  $823,945   0  $99,240  $3,153,085 
Name and
Principal Position		 Year  Salary
($)(1)		  Bonus
($)		  Stock
Awards
($)(2)		  Option
Awards
($)(2)		  Non-Equity
Incentive Plan
Compensation
($)(1)		  Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)(3)		  All Other
Compensation
($)(4)		  Total
($)		 

Rainer M. Blair,
President and CEO

  2022   1,300,000   0   7,239,213   7,029,061   4,222,400   0   405,353   20,196,027 
  2021   1,200,000   0   5,124,383   6,260,494   4,128,000   0   439,390   17,152,267 
  2020   949,067   0   3,616,939   2,968,651   2,519,339   0   342,765   10,396,761 

Matthew R. McGrew,

Executive Vice President and CFO

  2022   878,460   0   2,197,854   2,133,848   1,783,270   0   189,912   7,183,344 
  2021   798,600   0   1,537,702   1,877,996   1,697,025   0   188,184   6,099,507 
  2020   726,000   0   1,637,982   1,435,173   1,564,530   0   166,358   5,530,043 

Jennifer L. Honeycutt,

Executive Vice President

  2022   802,500   0   1,680,547   1,631,738   1,548,830   0   206,589   5,870,204 
  2021   750,000   0   1,313,474   1,603,093   1,537,500   0   155,641   5,359,708 

Joakim Weidemanis,

Executive Vice President

  2022   972,400   0   2,585,694   2,510,454   1,951,750   0   206,319   8,226,617 
  2021   936,000   0   2,049,947   2,504,501   1,965,600   0   157,966   7,614,014 
  2020   881,560   0   5,065,095   4,551,242   1,917,000   0   138,301   12,553,198 

Jose-Carlos Gutierrez-Ramos,

Senior Vice President
and Chief Science Officer

  2022   754,000   0   1,835,920   1,205,025   1,408,170   0   81,942   5,285,057 
(1)The following table sets forth the amount, if any, of salary and/ornon-equity incentive compensation that each named executive officer deferred into the EDIP and/or DCP with respect to each of the years reported above:

 

  NAME OF OFFICER    AMOUNT OF SALARY DEFERRED INTO EDIP ($)              

AMOUNT OF NON-EQUITY

INCENTIVE COMPENSATION DEFERRED
INTO EDIP ($)

 
        2017         2016         2015        2017     2016     2015 

Thomas P. Joyce, Jr.

    $299,038     $274,135     $200,000         $775,000     $875,000     $520,000 

Daniel L. Comas

     -      -      -          -      -      - 

Rainer M. Blair

     -      N/A      N/A          -      N/A      N/A 

William K. Daniel II

    $115,840     $109,274     $102,375          -      -      - 

Angela S. Lalor

     -      -      -          -     $506,926     $411,973 

36     DANAHER2018 PROXY STATEMENT  Amount of Salary Deferred Into DCP ($)Amount of Non-Equity
Incentive Compensation Deferred
Into DCP ($)
 Name of Officer

202220212020202220212020
Rainer M. Blair––––––

Compensation Tables and Information  

Matthew R. McGrew––––––
Jennifer L. Honeycutt64,11959,915N/A774,415768,750N/A
Joakim Weidemanis–––––383,400
Jose-Carlos Gutierrez-Ramos–N/AN/A–N/AN/A

 

(2)2023 PROXY STATEMENT55
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(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):

Name of OfficerDate of GrantRisk-Free
Interest Rate		Stock Price
Volatility Rate		Dividend
Yield		Option
Life
Blair, McGrew, Honeycutt, Weidemanis, Gutierrez-RamosFebruary 24, 20221.94%30.23%0.37%7.5 years
Blair, McGrew, Honeycutt, WeidemanisFebruary 24, 20211.08%31.39%0.38%7.5 years
Blair, WeidemanisMay 15, 20200.54%30.49%0.44%8.0 years
Blair, McGrew, WeidemanisFebruary 24, 20201.33%23.09%0.46%8.0 years

All stock awards reflected in the table above were granted in the form of performance stock units (PSUs), except that Mr. Weidemanis’ May 2020 incremental stock award was granted in the form of time-vesting restricted stock units (RSUs) and a portion of Dr. Gutierrez-Ramos’ 2022 stock award was granted in the form of RSUs. With respect to RSUs, the grant date fair value under FASB ASC Topic 718 has been calculated using theBlack-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures):

  NAME OF OFFICER  DATE OF
GRANT		  

RISK-FREE

INTEREST
RATE

   STOCK PRICE
VOLATILITY RATE		   DIVIDEND
YIELD		   OPTION
LIFE		  

Joyce, Comas, Blair, Daniel, Lalor

  

February 24, 2017

   2.18%    18.18%    0.65%   8.0 years  

Joyce, Comas, Daniel, Lalor

  

February 24, 2016

   1.60%    24.70%    0.62%   8.0 years  

Joyce, Comas, Daniel

  

February 24, 2015

   1.86%    23.40%    0.62%   8.0 years  

Lalor

  

February 24, 2015

   1.55%    23.20%    0.62%   5.5 years  

One-quarter of each executive officer’s annual equity award is granted in the form of restricted stock units andone-quarter is granted in the form of performance stock units that vest based on the Company’s TSR ranking relative to the S&P 500 Index over a three-year performance period (the balance of the annual equity award is granted in stock options). With respect to restricted stock units, the grant date fair value under FASB ASC Topic 718 iswas 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 performance stock units,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 mandatorytwo-year post-vesting holding period), using the following significant assumptions (since the performance criteria applicable to the performance stock units isare considered a “market condition,” footnote disclosure of the award’s potential maximum value is not required):

  ASSUMPTION    2017        2016    
    MONTE
CARLO
SIMULATION		     ILLIQUIDITY
DISCOUNT		        MONTE
CARLO
SIMULATION		     ILLIQUIDITY
DISCOUNT		    

Danaher’s expected volatility

     16.27%      16.91%          17.16%      20.67%     

Average volatility of peer group

     25.49%      N/A          25.02%      N/A     

Risk free interest rate

     1.34%      1.12%          0.88%      0.75%     

Dividend yield

     0%      0.58%          0%      0.62%     

 

(3)For each applicable named executive officer, the amount set forth in this column (if any) represents the aggregate change inMonte Carlo SimulationIlliquidity discount
Name of OfficerDate of GrantDanaher’s
expected
volatility		Average
volatility of
peer group		Risk-free
interest rate		Dividend
yield		Danaher’s
expected
volatility		Risk-free
interest rate		Dividend
yield
Blair, McGrew, Honeycutt, Weidemanis, Gutierrez-RamosFebruary 24, 202227.01%38.88%1.69%0.00%29.72%1.53%0.37%
Blair, McGrew, Honeycutt, WeidemanisFebruary 24, 202126.20%38.62%0.22%0.00%27.76%0.12%0.38%
BlairMay 15, 202025.39%36.96%0.18%0.00%27.13%0.16%0.44%
Blair, McGrew, WeidemanisFebruary 24, 202019.06%25.27%1.21%0.00%20.46%1.26%0.46%
(3)In 2022, the actuarial present value of the officer’sMs. Honeycutt’s accumulated benefit under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan between the December 31, 2016 plan measurement date and the December 31, 2017 plan measurement date.(“Pension Plan”) declined by $4,679. The material assumptions used in quantifying the present value of the accumulated benefit at each of December 31, 20162021 and December 31, 20172022 are as follows: an interest crediting rate (applied from the plan measurement date until normal retirement age) of 3.85%2.9% for the plan measurement date of December 31, 20162021 and 3.65%3.5% for the plan measurement date of December 31, 2017;2022; a retirement age of 65, which is normal retirement age under the Cash Balance Plan; payment of the accrued obligations in a lump sum upon retirement; and the discount rates as set forth in Note 1016 to Danaher’s consolidated financial statements included in Danaher’s Annual Report on Form10-K for the year ended December 31, 2017.2022. Ms. Honeycutt is the only named executive officer with a balance in the Cash Balance Plan. We do not provide any above-market or preferential earnings on compensation that is deferred.deferred by any NEO.

(4)The following table describes the incremental cost of the elements of compensation included in “All Other Compensation” for 2017:2022:

  NAME  

COMPANY 401(K)

CONTRIBUTIONS ($)

  

COMPANY EDIP

CONTRIBUTIONS ($)

   OTHER ($)   

TOTAL 2017

ALL OTHER

COMPENSATION ($)

  

Thomas P. Joyce, Jr.

  

$19,130

  $330,000   $156,797 (a)   $505,927  

Daniel L. Comas

  

$19,130

  $194,030   $81,604 (b)   $294,764  

Rainer M. Blair

  

$19,130

  $59,305   $34,104 (c)   $112,539  

William K. Daniel II

  

$19,130

  $131,426   $15,000 (d)   $165,556  

Angela S. Lalor

  

$19,130

  $76,102   $25,053 (e)   $120,285  

 

 (a)Name

Company 401(k)
Contributions ($)		Company EDIP/ECP
Contributions ($)		Other ($)Total 2022
All Other
Compensation ($)
Rainer M. Blair21,244288,00096,109(a)405,353
Matthew R. McGrew21,244107,81160,857(b)189,912
Jennifer L. Honeycutt21,244168,75016,595(c)206,589
Joakim Weidemanis21,244168,48016,595(c)206,319
Jose-Carlos Gutierrez-Ramos21,24449,30011,398(d)81,942
(a)Includes $125,000$71,228 relating to personal use of the Company’s aircraft, plus amounts related to tax preparation/professional services, tickets to entertainment events tax preparation/professional services,and parking expenses and an annual physical exam.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

DANAHER2018 PROXY STATEMENT      37

  Compensation Tables and Information

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. Since theThe aircraft are usedfleet is maintained primarily for business travel, wetravel. We do not include in the calculation theaverage 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 multiple-yearmulti-year period. Mr. Joyce’s annualBlair’s perquisite allowance for personal use of the Company aircraft is limited to $125,000 annually and Mr. JoyceBlair is required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $125,000.

 (b)Includes $50,000$39,777 relating to personal use of Danaher’s aircraft, plus amounts relatingrelated to tickets to entertainment events, parking expenses, tax preparation/professional services and an annual physical exam.tickets to entertainment events. The incremental cost to the Company of the personal aircraft use is calculated in the same manner as set forth in Footnote 4(a) above. Mr. Comas’ annualMcGrew’s perquisite allowance for personal use of the Company aircraft is limited to $50,000 annually and Mr. ComasMcGrew 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 commuting expenses and lodging, as well as tax preparation/professional services.

 

(c)2023 PROXY STATEMENTConsists of tax preparation/professional services, a car allowance and tickets to entertainment events.56

 
(d)Back to ContentsConsists of tax preparation/professional services.

(e)Consists of tax preparation/professional services, parking and tickets to entertainment events.

(5)For a description of these bonus payments, please see “Summary of Employment Agreements and Plans – Employment Agreements.”

Grants of Plan-Based Awards for Fiscal 20172022

The following table sets forth certain information regarding grants of plan-based awards to each of our named executive officers in 2017.2022.

 

       

COMMITTEE

APPROVAL

DATE

  

ESTIMATED POSSIBLE PAYOUTS

UNDER NON-EQUITY

INCENTIVE PLAN AWARDS(1)

  ESTIMATED FUTURE
PAYOUTS UNDER EQUITY
INCENTIVE PLAN AWARDS(2)		  

ALL OTHER

OPTION

AWARDS:

NUMBER OF

SECURITIES

UNDERLYING

OPTIONS

(#) (2)

  

EXERCISE

OR BASE

PRICE OF

OPTION

AWARDS

($/

SHARE)

  

GRANT DATE

FAIR VALUE

OF STOCK

AND OPTION

AWARDS

($) (3)

 
   NAME   GRANT
DATE		   

THRESHOLD

($)

  

TARGET

($)

  

MAXIMUM

($)

  

THRESHOLD

(#)

  

TARGET

(#)

  

MAXIMUM

(#)

    

Thomas P. Joyce, Jr.

 Annual cash incentive compensation  2/21/2017   2/21/2017  $1,200,000  $2,400,000  $10,000,000(4)   -   -   -   -   -   - 
 Stock options(5)  2/24/2017   2/21/2017   -   -   -   -   -   -   213,220  $86.08  $4,413,654 
 Restricted stock units(6)  2/24/2017   2/21/2017   -   -   -   -   29,855   -   -   -  $2,527,226 
 Performance stock units(7)  2/24/2017   2/21/2017   -   -   -   7,464   29,855   59,710   -   -  $3,032,671 

Daniel L. Comas

 Annual cash incentive compensation  2/21/2017   2/21/2017  $565,922  $1,131,844  $10,000,000(4)   -   -   -   -   -   - 
 Stock options(5)  2/24/2017   2/21/2017   -   -   -   -   -   -   83,160  $86.08  $1,721,412 
 Restricted stock units(6)  2/24/2017   2/21/2017   -   -   -   -   11,645   -   -   -  $985,749 
 Performance stock units(7)  2/24/2017   2/21/2017   -   -   -   2,911   11,645   23,290   -   -  $1,182,899 

Rainer M. Blair

 Annual cash incentive compensation  2/21/2017   2/21/2017  $359,375  $718,750  $10,000,000(4)   -   -   -   -   -   - 
 Stock options(5)  2/24/2017   2/21/2017   -   -   -   -   -   -   53,310  $86.08  $1,103,517 
 Restricted stock units(6)  2/24/2017   2/21/2017   -   -   -   -   7,465   -   -   -  $631,912 
 Performance stock units(7)  2/24/2017   2/21/2017   -   -   -   1,866   7,465   14,930   -   -  $758,295 

William K. Daniel II

 Annual cash incentive compensation  2/21/2017   2/21/2017  $483,721  $967,441  $10,000,000(4)   -   -   -   -   -   - 
 Stock options(5)  2/24/2017   2/21/2017   -   -   -   -   -   -   74,630  $86.08  $1,544,841 
 Restricted stock units(6)  2/24/2017   2/21/2017   -   -   -   -   10,450   -   -   -  $884,593 
 Performance stock units(7)  2/24/2017   2/21/2017   -   -   -   2,613   10,450   20,900   -   -  $1,061,511 

Angela S. Lalor

 Annual cash incentive compensation  2/21/2017   2/21/2017  $364,657  $729,313  $10,000,000(4)   -   -   -   -   -   - 
 Stock options(8)  2/24/2017   2/21/2017   -   -   -   -   -   -   44,780  $86.08  $926,946 
 Restricted stock units(9)  2/24/2017   2/21/2017   -   -   -   -   6,270   -   -   -  $530,756 
 Performance stock units(7)  2/24/2017   2/21/2017   -   -   -   1,568   6,270   12,540   -   -  $636,907 

        Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1)		 Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)		 All other
Option
Awards:		   
Grant
Date Fair
Name   Grant Date Committee
Approval
Date		 Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 Number of
Securities
Underlying
Options
(#)(2)		 Exercise or
Base Price
of Option
Awards
($/Share)		 Value of
stock And
Option
Awards
($)(3)
Rainer M. Blair Annual cash incentive compensation 5/16/2022 5/16/2022 1,300,000 2,600,000 5,200,000 – – – – – –
  Stock options(4)  2/24/2022 2/23/2022 – – – – – – 73,649 271.56 7,029,061
  Performance stock units(5)  2/24/2022 2/23/2022 – – – 6,445 25,777 51,554 – – 7,239,213
Matthew R. McGrew Annual cash incentive compensation 5/16/2022 5/16/2022 549,038 1,098,075 2,196,150 – – – – – –
  Stock options(4) 2/24/2022 2/23/2022 – – – – – – 22,358 271.56 2,133,848
  Performance stock units(5) 2/24/2022 2/23/2022 – – – 1,957 7,826 15,652 – – 2,197,854
Jennifer L. Honeycutt Annual cash incentive compensation 5/16/2022 5/16/2022 501,563 1,003,125 2,006,250 – – – – – –
  Stock options(4) 2/24/2022 2/23/2022 – – – – – – 17,097 271.56 1,631,738
  Performance stock units(5) 2/24/2022 2/23/2022 – – – 1,496 5,984 11,968 – – 1,680,547
Joakim Weidemanis Annual cash incentive compensation 5/16/2022 5/16/2022 607,750 1,215,500 2,431,000 – – – – – –
  Stock options(4) 2/24/2022 2/23/2022 – – – – – – 26,304 271.56 2,510,454
  Performance stock units(5) 2/24/2022 2/23/2022 – – – 2,302 9,207 18,414 – – 2,585,694
Jose-Carlos Gutierrez-Ramos Annual cash incentive compensation 5/16/2022 5/16/2022 433,550 867,100 1,734,200 – – – – – –
 Stock options(4) 2/24/2022 2/23/2022 – – – – – – 12,626 271.56 1,205,025
  Performance stock units(5) 2/24/2022 2/23/2022 – – – 1,105 4,419 8,838 – – 1,241,032
  Restricted Stock Units(6) 2/24/2022 2/23/2022 – – – – 2,210 – – – 594,888
(1)
38     DANAHER2018 PROXY STATEMENT

Compensation Tables and Information  

(1)These columns relate to 20172022 cash award opportunities under Danaher’s 2007 Executive Incentive Compensationthe Omnibus Plan. Please see “Summary of Employment Agreements and Plans—2007 Executive Incentive Compensation Plan” for a description of such plan. The amounts actually paid pursuant to these 2017 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 2007 Omnibus Incentive Plan, the terms of which apply to all of the equity awards described in this table. Please see “Summary of Employment Agreements and Plans – 2007 Omnibus Incentive Plan” for a description of such plan. The amounts actually paid pursuant to these 2022 award opportunities are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(3)(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)Represents the maximum award amount for purposes of Section 162(m). However, pursuant to the performance formula the Compensation Committee adopted for 2017 in the exercise of its negative discretion, the maximum award amount payable to each named executive officer was as follows: Mr. Joyce, $4,584,000; Mr. Comas, $2,161,822; Mr. Blair, $1,372,813; Mr. Daniel, $1,847,812; and Ms. Lalor, $1,392,988.

(5)For a description of the vesting terms of the award, please see Footnote 3 to the Outstanding Equity Awards at 20172022 FiscalYear-End Table.

(6)(5)For a description of the vesting terms of the award, please see Footnote 6 to the Outstanding Equity Awards at 2017 FiscalYear-End Table.

(7)For a description of the vesting terms of the award, please see Footnote 5 to the Outstanding Equity Awards at 20172022 FiscalYear-End Table.

(8)(6)For a description of the vesting terms of the award, please see Footnote 412 to the Outstanding Equity Awards at 20172022 FiscalYear-End Table.

 

(9)For a description of the vesting terms of the award, please see Footnote 13 to the Outstanding Equity Awards at 2017 FiscalYear-End Table.2023 PROXY STATEMENT57

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Outstanding Equity Awards at 20172022 FiscalYear-End

The following table summarizes outstanding equity awards for each named executive officer as of December 31, 2017.2022. All of the awards set forth in the table below are governed by the terms and conditions of the Omnibus Plan.

 

     OPTION AWARDS  STOCK AWARDS 
  NAME GRANT DATE  

NUMBER OF

SECURITIES

UNDERLYING

UNEXERCISED

OPTIONS (#)

EXERCISABLE

  

NUMBER OF

SECURITIES

UNDERLYING

UNEXERCISED

OPTIONS (#)

UNEXERCISABLE(1) 

  

OPTION

EXERCISE 

PRICE

($)

  

OPTION

EXPIRATION 

DATE

  

NUMBER OF

SHARES OR

UNITS OF

STOCK THAT

HAVE NOT

VESTED

(#)(1)

  

MARKET VALUE

OF SHARES OR

UNITS OF STOCK 

THAT HAVE

NOT VESTED

($)(2)

  

EQUITY

INCENTIVE

PLAN AWARDS: 

NUMBER OF

UNEARNED

SHARES, UNITS

OR OTHER

RIGHTS THAT

HAVE NOT

VESTED (#)(1)

  

EQUITY INCENTIVE

PLAN AWARDS:

MARKET OR PAYOUT

VALUE OF

UNEARNED SHARES,

UNITS OR OTHER

RIGHTS THAT HAVE

NOT VESTED ($)(2)

 

  Thomas P. Joyce, Jr.

  2/24/2017   -   213,220(3)  $86.08   2/24/2027   -   -   -   - 
  2/24/2016   -   198,676(3)  $65.95   2/24/2026   -   -   -   - 
  2/24/2015   -   164,111(3)  $65.83   2/24/2025   -   -   -   - 
  9/9/2014   -   50,419(3)  $57.91   9/9/2024   -   -   -   - 
  2/24/2014   -   70,544(3)  $57.90   2/24/2024   -   -   -   - 
  7/30/2013   66,343   33,173(4)  $50.80   7/30/2023   -   -   -   - 
  2/21/2013   43,722   43,722(3)  $46.13   2/21/2023   -   -   -   - 
  2/23/2012   94,624   -  $40.45   2/23/2022   -   -   -   - 
  2/23/2011   102,372   -  $37.51   2/23/2021   -   -   -   - 
  2/24/2017   -   -   -   -   -   -   29,855(5)  $2,771,141 
  2/24/2017   -   -   -   -   -   -   29,855(6)  $2,771,141 
  2/24/2016   -   -   -   -   -   -   32,787(5)  $3,043,289 
  2/24/2016   -   -   -   -   32,787(7)  $3,043,289   -   - 
  2/24/2015   -   -   -   -   37,914(8)  $3,519,177   -   - 
  2/24/2015   -   -   -   -   27,081(7)  $2,513,658   -   - 
  9/9/2014   -   -   -   -   20,166(7)  $1,871,808   -   - 
  2/24/2014   -   -   -   -   28,218(7)  $2,619,195   -   - 
  7/30/2013   -   -   -   -   19,902(9)  $1,847,304   -   - 
   

 

2/21/2013

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

17,491

 

(7) 

 

 $

 

1,623,515

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

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

 

     DANAHER20182023 PROXY STATEMENT      3958
 

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  Compensation Tables and Information

     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)

 

  Daniel L. Comas

  2/24/2017   -   83,160(3)  $86.08   2/24/2027   -   -   -   - 
  2/24/2016   -   88,819(3)  $65.95   2/24/2026   -   -   -   - 
  2/24/2015   -   84,402(3)  $65.83   2/24/2025   -   -   -   - 
  5/15/2014   37,359   74,719(4)  $56.70   5/15/2024   -   -   -   - 
  2/24/2014   -   79,364(3)  $57.90   2/24/2024   -   -   -   - 
  2/21/2013   49,189   49,190(3)  $46.13   2/21/2023   -   -   -   - 
  2/23/2012   110,386   -  $40.45   2/23/2022   -   -   -   - 
  2/23/2011   119,430   -  $37.51   2/23/2021   -   -   -   - 
  2/23/2010   62,989   -  $28.23   2/23/2020   -   -   -   - 
  2/24/2017   -   -   -   -   -   -   11,645(5)  $1,080,889 
  2/24/2017   -   -   -   -   -   -   11,645(6)  $1,080,889 
  2/24/2016   -   -   -   -   -   -   14,658(5)  $1,360,556 
  2/24/2016   -   -   -   -   14,658(7)  $1,360,556   -   - 
  2/24/2015   -   -   -   -   19,504(8)  $1,810,361   -   - 
  2/24/2015   -   -   -   -   13,931(7)  $1,293,075   -   - 
  5/15/2014   -   -   -   -   29,889(9)  $2,774,297   -   - 
  2/24/2014   -   -   -   -   31,749(7)  $2,946,942   -   - 
   

 

2/21/2013

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

19,676

 

(7) 

 

 $

 

1,826,326

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  Rainer M. Blair  2/24/2017   -   53,310(3)  $86.08   2/24/2027   -   -   -   - 
  2/24/2016   -   35,067(4)  $65.95   2/24/2026   -   -   -   - 
  11/15/2015   -   21,447(4)  $70.75   11/15/2025   -   -   -   - 
  2/24/2015   -   19,345(4)  $65.83   2/24/2025   -   -   -   - 
  5/15/2014   7,478   14,961(4)  $56.70   5/15/2024   -   -   -   - 
  2/24/2014   6,615   4,413(10)  $57.90   2/24/2024   -   -   -   - 
  11/1/2013   5,700   1,427(10)  $54.93   11/1/2023   -   -   -   - 
  2/21/2013   10,936   2,736(10)  $46.13   2/21/2023   -   -   -   - 
  2/23/2012   15,775   -  $40.45   2/23/2022   -   -   -   - 
  2/23/2012   15,775   -  $40.45   2/23/2022   -   -   -   - 
  2/23/2011   8,264   -  $37.51   2/23/2021   -   -   -   - 
  7/27/2010   11,266   -  $28.98   7/27/2020   -   -   -   - 
  2/24/2017   -   -   -   -   -   -   7,465(5)  $692,901 
  2/24/2017   -   -   -   -   -   -   7,465(6)  $692,901 
  11/15/2016   -   -   -   -   -   -   10,170(11)  $943,979 
  2/24/2016   -   -   -   -   11,571(9)  $1,074,020   -   - 
  11/15/2015   -   -   -   -   7,075(9)  $656,702   -   - 
  2/24/2015   -   -   -   -   6,387(9)  $592,841   -   - 
  5/15/2014   -   -   -   -   5,982(9)  $555,249   -   - 
  2/24/2014   -   -   -   -   1,764(12)  $163,734   -   - 
  11/1/2013   -   -   -   -   570(12)  $52,907   -   - 
   

 

2/21/2013

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

1,093

 

(12) 

 

 $

 

101,452

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

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

 

40     DANAHER20182023 PROXY STATEMENT59
 
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    Option Awards Stock Awards
Name Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(1)		 Market Value
of Shares
or Units of
Stock That
Have Not
Vested
($)(2)		 Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)(1)		 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(2)
Jose-Carlos Gutierrez-Ramos 2/24/2022 – 12,626(3) 271.56 2/24/2032 – – – –
 2/24/2021 – 13,190(10) 223.00 2/24/2031 – – – –
  2/24/2022 – – – 0 – – 4,419(5) 1,177,310
  2/24/2021 – – – 0 – – 8,490(5) 2,269,037
  2/24/2022 – – – 0 2,210(12) 586,578 – –
  2/24/2021 – – – 0 1,697(12) 450,418 – –

Compensation Tables and Information  

     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)

 

  William K. Daniel II

  2/24/2017   -   74,630(3)  $86.08   2/24/2027   -   -   -   - 
  2/24/2016   -   77,130(3)  $65.95   2/24/2026   -   -   -   - 
  2/24/2015   -   72,687(3)  $65.83   2/24/2025   -   -   -   - 
  5/15/2014   33,626   67,252(4)  $56.70   5/15/2024   -   -   -   - 
  2/24/2014   -   66,141(3)  $57.90   2/24/2024   -   -   -   - 
  2/21/2013   34,161   34,162(3)  $46.13   2/21/2023   -   -   -   - 
  2/23/2012   78,849   -  $40.45   2/23/2022   -   -   -   - 
  2/23/2011   85,315   -  $37.51   2/23/2021   -   -   -   - 
  2/23/2010   103,086   -  $28.23   2/23/2020   -   -   -   - 
  2/24/2009   131,066   -  $19.89   2/24/2019   -   -   -   - 
  2/24/2017   -   -   -   -   -   -   10,450(5)  $969,969 
  2/24/2017   -   -   -   -   -   -   10,450(6)  $969,969 
  2/24/2016   -   -   -   -   -   -   12,728(5)  $1,181,413 
  2/24/2016   -   -   -   -   12,728(7)  $1,181,413   -   - 
  2/24/2015   -   -   -   -   16,792(8)  $1,558,633   -   - 
  2/24/2015   -   -   -   -   11,994(7)  $1,113,283   -   - 
  5/15/2014   -   -   -   -   26,901(9)  $2,496,951   -   - 
  2/24/2014   -   -   -   -   26,460(7)  $2,456,017   -   - 
   

 

2/21/2013

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

13,663

 

(7) 

 

 $

 

1,268,200

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  Angela S. Lalor

  2/24/2017   -   44,780(4)  $86.08   2/24/2027   -   -   -   - 
  2/24/2016   -   42,075(4)  $65.95   2/24/2026   -   -   -   - 
  2/24/2015   -   37,513(4)  $65.83   2/24/2025   -   -   -   - 
  5/15/2014   14,946   29,893(4)  $56.70   5/15/2024   -   -   -   - 
  2/24/2014   11,022   22,048(4)  $57.90   2/24/2024   -   -   -   - 
  2/21/2013   25,510   12,757(4)  $46.13   2/21/2023   -   -   -   - 
  5/8/2012   42,988   -  $40.97   5/8/2022   -   -   -   - 
  2/24/2017   -   -   -   -   -   -   6,270(5)  $581,981 
  2/24/2017   -   -   -   -   -   -   6,270(13)  $581,981 
  2/24/2016   -   -   -   -   -   -   6,943(5)  $644,449 
  2/24/2016   -   -   -   -   6,943(9)  $644,449   -   - 
  2/24/2015   -   -   -   -   8,675(8)  $805,214   -   - 
  2/24/2015   -   -   -   -   6,196(9)  $575,113   -   - 
  5/15/2014   -   -   -   -   11,959(9)  $1,110,034   -   - 
  2/24/2014   -   -   -   -   8,820(9)  $818,672   -   - 
   

 

2/21/2013

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

  

 

5,102

 

(9) 

 

 $

 

473,568

 

 

 

  

 

-

 

 

 

  

 

-

 

 

 

(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 29, 201731, 2022 as reported on the NYSE ($92.82265.42 per share), times the number of shares.

shares, plus (b) in the case of PSUs, the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2022.
(3)DANAHER2018 PROXY STATEMENT      41

  Compensation Tables and Information

(3)The option award was granted subject to time-based vesting conditions such thatone-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.

(4)(5)The option award was granted subject to time-based vesting conditions such thatone-third of the award became or becomes exercisable on each of the third, 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 aan approximately three-year performance period. Payout at 100% of the target level requires that the Company achieve above-median performance and rank at the 55th55th percentile of the S&P 500 Index, while the PSUs pay out at 200% for performance that equals or exceeds the 75thpercentile, 50% for performance at the 35thpercentile and zero percent for performance below the 35thpercentile. 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 additionaltwo-year holding period and are paid out in shares of Company Common Stock following the fifth anniversary of the commencement of the performance period. In the caseFor purposes of the PSUs granted in 2016 and 2017,this table, the number of PSU shares and payout value reported in the table reflect maximum-level performance for PSUs granted in 2021 and target-level performance.performance for PSUs granted in 2022; the 2020 PSUs are addressed separately in Footnote 6 below.

(6)The RSU award was granted subject to time-based vesting conditions such thatone-half of the award vests on each of the fourth and fifth anniversaries of the grant date, and performance-based vesting conditions requiring that (A) with respect to each time-based vesting tranche, Danaher complete four consecutive fiscal quarters starting after the grant date and ending on or prior to the date on which the time-based vesting criteria applicable to such tranche are scheduled to be satisfied in which (x) Adjusted EPS exceeds 110% of the Adjusted EPS for the four fiscal quarters ended December 31, 2016 and (y) Danaher achieves positive net income; and (B) the Compensation Committee certifies that the foregoing performance criteria have been satisfied. For purposes of this footnote, Adjusted EPS is defined as fully diluted earnings per share as determined pursuant to generally accepted accounting principles consistently applied (“GAAP”) but excluding (1) unusual or infrequently occurring items in accordance with GAAP, (2) the impact of any change in accounting principles that occurs during either the baseline period or the performance period and the cumulative effect thereof (the Committee may either apply the changed accounting principle to the baseline period and the full performance period, or exclude the impact of the change in accounting principle from both periods), (3) goodwill and other intangible impairment charges, (4) gains or charges associated with (i) a business becoming a discontinued operation, (ii) the sale or divestiture (in any manner) of any interest in a business or (iii) the obtaining or losing control of a business, as well as the gains or charges associated with the operation of any business (a) that during the baseline period or the performance period is or becomes a discontinued operation, (b) as to which control was lost during the baseline period or the performance period, or (c) as to which the Company sells or divests its interest in the baseline period or the performance period, (5) gains or charges related to the sale or impairment of assets, (6)(i) all transaction costs directly related to the acquisition of any whole or partial interest in a business, (ii) all restructuring charges directly related to any business as to which the Company acquired a whole or partial interest and incurred within two years of the acquisition date, (iii) all charges and gains arising from the resolution of contingent liabilities related to any business as to which the Company acquired a whole or partial interest and identified as of the acquisition date, and (iv) all other charges directly related to the acquisition of any whole or partial interest in a business and incurred within two years of the acquisition date, (7) the impact of any discrete income tax charges or benefits recorded in the performance period or baseline period if such charges in aggregate exceed $10 million during the respective period, and (8) allnon-cash amortization charges; provided, that with respect to the gains and charges referred to in sections (3), (4), (5), (6)(iii) and (6)(iv), only gains or charges that individually or as part of a series of related items exceed $10 million in aggregate during the baseline and performance periods are excluded.

(7)The RSU award was granted subject to both time-based and performance-based vesting conditions and prior to December 31, 2017, Danaher’s Compensation Committee certified that the performance-based vesting conditions applicable to the award have been satisfied. Pursuant to the time-based vesting conditions,one-half of the award vests or vested on each of the fourth and fifth anniversaries of the grant date.

(8)The number of shares and market value reported in the table reflect actual performance, since the three-year performance period for these PSU awards concluded on December 31, 2017.has concluded. These PSU awards were subject to the performance criteria set forth in Footnote 5. These PSU awards5, vested in February 2018, when the Company’s Compensation Committee certified the level of performance achieved, and remain subject to atwo-year holding period that runs through 2019.concludes on the fifth anniversary of the commencement of the applicable performance period.

(9)(7)The RSU award was granted subject to both time-based and performance-based vesting conditions and prior to December 31, 2017,2022, Danaher’s Compensation Committee certified that the performance-based vesting conditions applicable to the award have been satisfied. Pursuant to the time-based vesting conditions, one-half of the award vests or vested on each of the fourth and fifth anniversaries of the grant date.
(8)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.
(9)The RSU award was granted subject to time-based vesting conditions such that one-fifth of the award vests or vested on each of the first five anniversaries of the grant date.
(10)The option award was granted subject to time-based vesting conditions such that one-third of the award became or becomes exercisable on each of the third, fourth and fifth anniversaries of the grant date.
(11)The RSU award was granted subject to time-based vesting conditions such that one-third of the award vests or vested on each of the third, fourth and fifth anniversaries of the grant date.

(10)(12)The option award was granted subject to time-based vesting conditions such thatone-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 the award vests on the second anniversary of the grant date, and performance-based vesting conditions requiring that (A) with respect to each time-based vesting tranche, Danaher complete four consecutive fiscal quarters starting after the grant date and ending on or prior to the date on which the time-based vesting criteria applicable to such tranche are scheduled to be satisfied in which (x) Adjusted EPS exceeds 110% of the Adjusted EPS for the four fiscal quarters ended September 30, 2016 and (y) Danaher achieves positive net income; and (B) the Compensation Committee certifies that the foregoing performance criteria have been satisfied. For purposes of this footnote, Adjusted EPS is defined in the same manner as described in Footnote 6 above.

(12)The RSU award was granted subject to both time-based and performance-based vesting conditions, and prior to December 31, 2017, Danaher’s Compensation Committee certified that the performance-based vesting conditions applicable to the award have been satisfied. Pursuant to the time-based vesting conditions,one-fifthone-third of the award vests or vested on each of the first fivethree anniversaries of the grant date.

 

42     DANAHER20182023 PROXY STATEMENT60
 
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Compensation Tables and Information  

(13)The RSU award was granted subject to time-based vesting conditions such thatone-third of the award vests on each of the third, fourth and fifth anniversaries of the grant date, and the performance-based vesting condition set forth in Footnote 6.

Option Exercises and Stock Vested During Fiscal 20172022

The following table summarizes stock option exercises and the vesting of stock awards with respect to our named executive officers in 2017.2022.

 

  OPTION AWARDS  STOCK AWARDS 
  NAME NUMBER OF SHARES
ACQUIRED ON EXERCISE (#)		  VALUE REALIZED ON
EXERCISE ($)(1)		  NUMBER OF SHARES
ACQUIRED ON VESTING (#)		  VALUE REALIZED ON
VESTING ($)(2)		 

Thomas P. Joyce, Jr.

  358,424                  $22,285,301   56,321  $4,714,315 

Daniel L. Comas

  153,184                  $9,881,071   56,700  $4,791,748 

Rainer M. Blair

  -                   -   8,905  $757,408 

William K. Daniel II

  -                   -   42,885  $3,620,726 

Angela S. Lalor

  -                   -   31,541  $2,648,348 

  Option Awards Stock Awards
Name Number of Shares
Acquired on Exercise(#)		 Value Realized on
Exercise($)(1)		 Number of Shares
Acquired on Vesting(#)(2)		 Value Realized
on Vesting($)(2)
Rainer M. Blair 25,000 5,826,427 48,525 13,269,222
Matthew R. McGrew 18,935 4,118,960 26,496 7,248,297
Jennifer L. Honeycutt 8,211 1,635,385 2,566 688,255
Joakim Weidemanis 27,116 6,281,752 41,724 11,412,150
Jose-Carlos Gutierrez-Ramos – – 848 230,283
(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)Calculated by multiplyingIncludes the PSU award shares set forth in the table below, which (together with the related cash dividend equivalent rights) following vesting remain subject to a mandatory holding period that extends until the end of 2023. “Value Realized on Vesting” is calculated based on (a) the number of shares acquiredvested 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.

NameNumber of PSU
Shares That Vested(#)		Value Realized
on Vesting($)
Rainer M. Blair40,97011,217,586
Matthew R. McGrew23,6806,483,584
Jenifer L. Honeycutt––
Joakim Weidemanis36,4209,971,796
Jose-Carlos Gutierrez-Ramos––

Potential Payments Upon Termination orChange-of-Control as of 20172022 FiscalYear-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 achange-of-control of Danaher. The amounts set forth below assume that the triggering event occurred on December 31, 2017.2022. Where benefits are based on the market value of Danaher’s Common Stock, we have used the closing price of Danaher’s Common Stock as reported on the NYSE on December 29, 201731, 2022 ($92.82265.42 per share). In addition to the amounts set forth below, upon any termination of employment each officer would also be entitled to:

 

receive all payments generally provided to salaried employees on anon-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 Company’s 2007 Executive Incentive Compensation Plan, which provides that 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 and the Cash Balance Plan (provided that under the EDIP, if an employee’s employment terminates as a result of gross misconduct, the EDIP administrator may determine that the employee’s vesting percentage with respect to all Danaher contributions is zero); and
•receive all payments generally provided to salaried employees on a non-discriminatory basis upon termination, such as accrued salary, life insurance proceeds (for any termination caused by death), unused vacation and 401(k) Plan distributions;
•potentially receive an annual cash incentive compensation award pursuant to the Omnibus Plan, since under the terms of the award a participant who remains employed through the end of the annual performance period is eligible for an award under the plan;
•receive accrued, vested balances under the EDIP, ECP, DCP and the Cash Balance Plan, if applicable (provided that under the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher); and
•exercise vested stock options (provided that under the terms of the Omnibus Plan, if an employee is terminated for gross misconduct, the administrator may terminate up to all of the participant’s unexercised or unvested equity awards). The terms of the EDIP, ECP, DCP and Omnibus Plan are described under “Summary of Employment Agreements and Plans.”

 

     DANAHER20182023 PROXY STATEMENT      4361
 

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  Compensation Tables and Information

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

 

exercise vested stock options (provided that under the terms of the Omnibus Plan, no employee can exercise any outstanding equity award after termination for gross misconduct). The terms of the Executive Incentive Compensation Plan, Cash Balance Plan, EDIP and Omnibus Plan are described under “Summary of Employment Agreements and Plans.”

  NAMED EXECUTIVE OFFICER BENEFIT TERMINATION/CHANGE-OF-CONTROL EVENT (1) 
  TERMINATION
WITHOUT CAUSE		   RETIREMENT   DEATH (2) 

Thomas P. Joyce, Jr.

 Value of unvested stock options that would be accelerated (3)(4) $10,655,379   $5,505,361   $18,863,716 
 Value of unvested RSUs and PSUs that would be accelerated (3)(4) $15,508,047   $10,005,306   $11,202,427 
 Benefits continuation (5) $16,146    -    - 
 Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan (4) $6,533,334    -    - 
 Total: $32,712,906   $15,510,667   $30,066,143 

Daniel L. Comas

 Value of unvested stock options that would be accelerated  -    -   $12,991,997 
 Value of unvested RSUs and PSUs that would be accelerated  -    -   $8,703,727 
 Benefits continuation (5) $16,254    -    - 
 Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan (6) $905,476    -    - 
 Total: $921,730    -   $21,695,724 

Rainer M. Blair

 Value of unvested stock options that would be accelerated  -    -   $3,173,323 
 Value of unvested RSUs and PSUs that would be accelerated  -    -   $3,440,997 
 Benefits continuation (5) $16,254    -    - 
 Cash payments under Senior Leader Severance Pay Plan (6) $625,000    -    - 
 Value of unvested EDIP balance that would be accelerated (7)  -    -   $378,500 
 Total: $641,254    -   $6,992,820 

William K. Daniel II

 Value of unvested stock options that would be accelerated  -    -   $10,871,121 
 Value of unvested RSUs and PSUs that would be accelerated  -    -   $7,227,216 
 Benefits continuation (5) $16,146    -    - 
 Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan (6) $773,953    -    - 
 Value of unvested EDIP balance that would be accelerated (7)  -    -   $600,528 
  Total: $790,099    -   $18,698,865 

Angela S. Lalor

 Value of unvested stock options that would be accelerated  -    -   $4,890,124 
 Value of unvested RSUs and PSUs that would be accelerated  -    -   $3,148,445 
 Benefits continuation (5) $16,146    -    - 
 Cash payments under Senior Leader Severance Pay Plan (6) $1,363,498    -    - 
 Value of unvested EDIP balance that would be accelerated (7)  -    -   $564,315 
  Total: $1,379,644    -   $8,602,884 

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, and(b) actual performance in the case of death followingat the conclusion of the relevant performance period, and (c) in the case of retirement, termination without cause orchange-of-control, if applicable, based on assuming actual performance for 2015the 2020 PSUs, maximum-level performance for the 2021 PSUs, and assuming target-level performance for 2016 and 2017the 2022 PSUs) that would vest or would have vested as a result of the specified event of termination orchange-of-control occurring as of December 31, 2017.2022. The level of PSU performance assumed for purposes of this table is consistent with the methodology applied for purposes of the “Outstanding Equity Awards at 2022 Fiscal Year-End” table. With respect to PSUs, the values reflected in the table above and the footnotes below also include the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2022.

 

(1)2023 PROXY STATEMENT62
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(1)For a description of the treatment upon achange-of-control of outstanding equity awards granted under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.” The tabular disclosure assumes that upon achange-of-control of Danaher (as defined in the Omnibus Plan), Danaher’s Board does not accelerate the vesting of any unvested RSUs, PSUs or stock options held by the named executive officers. If achange-of-control had occurred as of December 31, 20172022 and Danaher’s Board had allowed all of the unvested RSUs, PSUs and stock options held by the named executive officers to accelerate (which would be entirely at the Board’s discretion), the intrinsic value of the stock options, RSUs and PSUs held by these officers that would have been accelerated would have been as follows (no tax reimbursement orgross-up payments would have been triggered by such accelerations): Stock options: Mr. Joyce, $18,863,716;Blair, $24,343,166; Mr. Comas, $12,991,997;McGrew, $11,530,610; Ms. Honeycutt, $4,742,869; Mr. Blair, $3,173,323; Mr. Daniel, $10,871,121;Weidemanis, $23,502,969; and Ms. Lalor, $4,890,124.Dr. Gutierrez-Ramos, $559,520. RSUs and PSUs: Mr. Joyce, $25,623,518;Blair, $33,361,475; Mr. Comas, $15,533,891;McGrew, $12,471,044; Ms. Honeycutt, $10,465,426; Mr. Blair, $5,526,688; Mr. Daniel, $13,195,848;Weidemanis, $20,987,094; and Ms. Lalor, $6,235,462.

Dr. Gutierrez-Ramos, $4,483,344.
44     DANAHER2018 PROXY STATEMENT(2)

Compensation Tables and Information  

(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. JoyceBlair had retired as of December 31, 2017,2022, he would have qualified for “early retirement” treatment under the terms of the Omnibus Plan, which provides for, among other terms, continued vesting of a pro rata portioncertain of the participant’s stock options, RSUs and PSUs (based on the actual performance level achieved) uponfollowing early retirement. For a description of these provisions under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.”

(4)Under the terms of the Proprietary Interest Agreement that Mr. Joyce has entered into with Danaher, upon a termination without cause Mr. Joyce would be entitled to (a) acceleration of the time-based vesting for a pro rata portion of his outstanding equity awards, and (b) certain cash payments. For a summary of the provisions relating thereto (and a summary of his post-employment restrictive covenant obligations), please see “Summary of Employment Agreements and Plans.” Under the terms of such agreement, following a termination without cause or retirement Mr. Joyce would not receive any payout pursuant to his PSU awards until completion of the performance and holding periods and determination of actual performance levels.

(5)Please see “Summary of Employment Agreements and Plans” for a description of the respective benefits each officer would be entitled to under Danaher’s Senior Leader Severance Pay Plan.

(6)Please see “Summary of Employment Agreements and Plans” for a description of the 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.

(7)(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 EDIP account would immediately vest.

2017

2023 PROXY STATEMENT63
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2022 Nonqualified Deferred Compensation

The table below sets forth for each named executive officer information regarding (1) participation in the EDIP.EDIP and the ECP, as applicable, (2) participation in the DCP (if any) and (3) PSUs that vested in 2022 and remain subject to a mandatory holding period that extends until the end of 2023. There were no withdrawals by or distributions to any of the named executive officers from the EDIP, ECP or DCP in 2017.2022. For a description of the EDIP, ECP and DCP, please see “Summary of Employment Agreements and Plans – Supplemental Retirement Program”; for a description of the PSUs, please see “Compensation Discussion and Analysis – Analysis of 2022 Named Executive DeferredOfficer Compensation – Long-Term Incentive Program.Awards.”

 

  NAME  PLAN NAME   EXECUTIVE
CONTRIBUTIONS IN
LAST FY ($)(1)		   REGISTRANT
CONTRIBUTIONS
IN LAST FY ($)(2)		   AGGREGATE
EARNINGS IN
LAST FY ($)(3)		   AGGREGATE BALANCE
AT LAST FYE ($)(4)		 

Thomas P. Joyce, Jr.

   EDIP   $1,174,038   $330,000   $1,806,424   $13,549,358 

Daniel L. Comas

   EDIP    0   $194,030   $635,978   $3,951,138 

Rainer M. Blair

   EDIP    0   $59,305   $85,012   $510,257 

William K. Daniel II

   EDIP   $115,840   $131,426   $474,728   $2,876,819 

Angela S. Lalor

   EDIP   $506,926   $76,102   $327,442   $2,253,016 
Name Plan Name Executive
Contributions
In Last FY($)(1)		 Registrant
Contributions
In Last FY($)(2)		 Aggregate
Earnings
In Last FY($)(3)		 Aggregate
Balance
At Last FYE($)(4)
Rainer M. Blair EDIP – 288,000 (640,074) 2,721,349
  Vested PSUs(5) – 11,217,586 (210,586) 11,007,000
Matthew R. McGrew EDIP – 107,811 (224,784) 955,643
  Vested PSUs(5) – 6,483,584 (121,715) 6,361,869
Jennifer L. Honeycutt EDIP – 168,750 (879,578) 3,753,779
  DCP 832,869 – (121,307) 1,100,356
Joakim Weidemanis EDIP – 168,480 (990,955) 4,583,708
  DCP – – (138,872) 816,350
  Vested PSUs(5) – 9,971,796 (187,199) 9,784,597
Jose-Carlos Gutierrez-Ramos ECP – 49,300 (3,252) 46,048
  DCP 411,510 – (41,832) 369,678

 

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

 

  NAME  

2017 SALARY

(REPORTED IN SUMMARY COMPENSATION

TABLE FOR 2017)

   

NON-EQUITY INCENTIVE PLAN COMPENSATION

EARNED WITH RESPECT TO 2016 BUT DEFERRED IN 2017

(REPORTED IN SUMMARY COMPENSATION TABLE FOR 2016)

 

Thomas P. Joyce, Jr.

  $299,038   $875,000 

Daniel L. Comas

   -    - 

Rainer M. Blair

   -    - 

William K. Daniel II

  $115,840    - 

Angela S. Lalor

   -   $506,926 
Name2022 Salary (Reported in
Summary Compensation
Table for 2022)($)		Non-Equity Incentive Plan
Compensation Earned With
Respect to 2021 but Deferred
in 2022 (Reported in Summary
Compensation Table for 2021)($)
Rainer M. Blair––
Matthew R. McGrew––
Jennifer L. Honeycutt64,119768,750
Joakim Weidemanis––
Jose-Carlos Gutierrez-Ramos–N/A

 

(2)2023 PROXY STATEMENT64
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(2)The EDIP or ECP amounts set forth in this column (as applicable) are included as 20172022 compensation under the “All Other Compensation” column in the 20172022 Summary Compensation Table.

The PSU amounts set forth in this column (including related cash dividend equivalent rights) are included in the “Stock Awards-Value Realized on Vesting” column in the “Option Exercises and Stock Vested During Fiscal 2022” table.
(3)DANAHER2018 PROXY STATEMENT      45

  Compensation Tables and Information

(3)None of the amounts set forth in this column are included as compensation in the 20172022 Summary Compensation Table. For a description of the EDIPEDIP/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, 20172022 and the rate of return for each such option for the calendar year ended December 31, 20172022 (the rate of return is net of investment management fees, fund expenses and administrative charges, as applicable):

 

  EDIP INVESTMENT OPTION 

RATE OF RETURN

FROM JANUARY 1,

2017 THROUGH

DECEMBER 31,

2017 (%)

  EDIP INVESTMENT OPTION 

RATE OF RETURN

FROM JANUARY 1,

2017 THROUGH

DECEMBER 31,

2017 (%)

 

Fidelity Institutional Money Market Fund

  0.79%  FidelityLow-Priced Stock Commingled Pool  20.93% 

LifePath Index 2020Non-Lendable Fund G

  11.67%  T. Rowe Price Large Cap Core Growth  36.88% 

LifePath Index 2025Non-Lendable Fund G

  13.82%  Vanguard Total International Stock Index Fund  27.55% 

LifePath Index 2030Non-Lendable Fund G

  15.75%  Fidelity Strategic Real Return Fund  4.08% 

LifePath Index 2035Non-Lendable Fund G

  17.62%  Fidelity Equity Income Fund – Class K  13.47% 

LifePath Index 2040Non-Lendable Fund G

  19.31%  Dodge & Cox International Stock Fund  23.94% 

LifePath Index 2045Non-Lendable Fund G

  20.38%  Fidelity Managed Income Portfolio II – Class 3  1.76% 

LifePath Index 2050Non-Lendable Fund G

  20.77%  Vanguard Total Bond Market Index  3.57% 

LifePath Index 2055Non-Lendable Fund G

  20.76%  Fidelity 500 Index Fund – Institutional Premium Class  21.81% 

LifePath Index 2060Non-Lendable Fund G

  20.72%  Bond Fund  4.51% 

LifePath Index RetirementNon-Lendable Fund G

  10.05%  Fidelity Extended Market Index Fund – Premium Class  18.18% 

Danaher Stock Fund

  19.83%  Active Small Cap Equity Fund  15.48% 

Cohen & Steers Realty Shares Fund

  7.09%  PIMCO All Asset Fund Institutional Class  13.98% 
Investment OptionRate of Return
from January 1,
2022 Through
December 31,
2022 (%)		Investment OptionRate of Return
from January 1,
2022 Through
December 31,
2022 (%)
Active International Equity Fund-9.06%BlackRock LifePath® Index 2065 Fund-18.29%
BlackRock LifePath® Index 2025 Fund-15.30%T. Rowe Price Large Cap Core Growth Separate Account-38.10%
BlackRock LifePath® Index 2030 Fund-16.03%Small/Mid Cap Equity Index Fund-18.47%
BlackRock LifePath® Index 2035 Fund-16.71%Large Cap Equity Index Fund-18.18%
BlackRock LifePath® Index 2040 Fund-17.36%Managed Income Portfolio II Class 31.45%
BlackRock LifePath® Index 2045 Fund-17.95%The London Company Income Equity Separate Account-11.40%
BlackRock LifePath® Index 2050 Fund-18.25%International Equity Index Fund-16.28%
BlackRock LifePath® Index 2055 Fund-18.28%Bond Fund-13.41%
BlackRock LifePath® Index 2060 Fund-18.28%Bond Index Fund-13.02%
BlackRock LifePath® Index Retirement Fund-14.69%Active Small Cap Equity Fund-15.62%
The Danaher Corporation Stock Fund-19.03%Diversified Real Return Fund-8.36%
Cohen & Steers Realty Shares Fund-24.96%

 

(4)Of these balances, the following amounts were reported in the Summary Compensation Table for previous years: Mr. Joyce, $3,098,173;Blair, $665,400; Mr. Comas, $554,851;McGrew, $290,961; Ms. Honeycutt, $287,925; Mr. Blair, $59,305; Mr. Daniel, $638,803;Weidemanis, $392,445; and Ms. Lalor, $1,136,789.Dr. Gutierrez-Ramos, $49,300.
(5)Represents PSUs that vested in February 2022 but remain subject to a mandatory holding period that extends until the end of 2023. The dollar value reported under “Registrant Contributions in Last FY” is based on (a) the number of PSU shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day), plus (b) the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of the vesting date. The dollar value reported under “Aggregate Balance at Last FYE” is based on (x) the number of PSU shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on December 31, 2022, plus (y) the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2022. The dollar value reported under “Aggregate Earnings in Last FY” is equal to the difference between the award value as of December 31, 2022 and the award value as of respective vesting date.

2017

2022 Pension Benefits

The table below shows as of December 31, 2017,2022, the present value of accumulated benefits payable to the named executive officers, as applicable,Ms. Honeycutt under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan (the “Cash Balance Plan”), which is the only defined benefit pension plan in which any of the named executive officers participates. The Cash Balance Plan is part of the Danaher Corporation & Subsidiaries Pension Plan, a funded pension plan qualified under Section 401(a) of the Code.Internal Revenue Code (the “Code”). Prior to the inception of the Cash Balance Plan in 1997, Danaher made annual contributions to the defined contribution retirement plans of substantially all of its United States salaried employees, in an amount equal to 3% of the employee’s annual, eligible base salary. From 1997 through 2003, in lieu of these contributions, Danaher credited the same level of contributions to the Cash Balance Plan for each covered employee. As of December 31, 2003, the plan was frozen with respect to substantially all participants under the plan (including Messrs. Joyce and Comas)Ms. Honeycutt) and no further contributions will be made with respect to such participants under the plan. All accrued benefits under the plan for these participants became 100% vested as of such date. All account balances under the plan with respect to these participants (including Messrs. Joyce and Comas)Ms. Honeycutt) now increase each year at a rate equal to the annual rate of interest on30-year Treasury securities for the month of November immediately preceding the applicable plan year. Upon termination of employment, a participant receives his or hertheir vested accrued benefit in cash or as an annuity (based on the participant’s election).

2023 PROXY STATEMENT65
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The material assumptions used in quantifying the present value of the accumulated benefit at December 31, 20172022 are as follows: an interest crediting rate (applied from the plan measurement date until normal retirement age) of 3.65%3.50%; a retirement age of 65, which is normal retirement age under the Cash Balance Plan; payment of the accrued obligations in a lump sum upon retirement; and the discount rates as set forth in Note 1016 to Danaher’s consolidated financial statements included in Danaher’s Annual Report onForm 10-K for the year ended December 31, 2017.2022. There were no payments made to any named executive officers under the Cash Balance Plan in 2017.2022.

 

  NAME PLAN NAME NUMBER OF YEARS
CREDITED
SERVICE
(#)(1)		  

PRESENT VALUE OF

ACCUMULATED
BENEFIT ($)(2)

 

Thomas P. Joyce, Jr.

 Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan  7.0  $129,736 

Daniel L. Comas

 Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan  7.0  $84,262 

Rainer M. Blair

 -  -   - 

William K. Daniel II

 -  -   - 

Angela S. Lalor

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

 

(1)
46     DANAHER2018 PROXY STATEMENT

Compensation Tables and Information  

(1)Represents the number of years the named executive officer participated in the Cash Balance Plan before it was frozen in 2003 with respect to new Danaher contributions.

(2)Calculated as of December 31, 2017,2022, the pension plan measurement date used in Danaher’s financial statements as of and for the year ended December 31, 2017.2022.

Equity Compensation Plan Information

All data set forth in the table below is as of December 31, 2017.2022.

 

  PLAN CATEGORY (1)

 

  

NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE
OF OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS

 

  

WEIGHTED-AVERAGE
EXERCISE PRICE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS  

 

  

 

NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
EQUITY COMPENSATION
PLANS (EXCLUDING
SECURITIES REFLECTED IN

COLUMN (a))

 

 
  

(a)

 

  

(b) (2)

 

  

(c)

 

 

 

Equity compensation plans approved by security holders(3)

   23,868,257(4)  $59.95   71,572,707(5) 

 

Equity compensation plans not approved by security holders

   0   -   0 

Total

   23,868,257  $59.95   71,572,707 
Plan Category(1) Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights(a)		 Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights(b)(2)		 Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column(a))(c)
Equity compensation plans approved by security holders(3) 19,806,468(4) $149.12 47,361,071(5)
Equity compensation plans not approved by security holders(6) 78,450 – 1,911,248
TOTAL 19,884,918 $149.12 49,272,319

 

(1)Table does not include (a) 17,9138,859 shares of Danaher Common Stock issuable pursuant to outstanding restricted stock units granted under the Pall Corporation 2012 Stock Compensation Plan, as amended (the “Pall Plan”), which Danaher assumed in connection with the acquisition of Pall Corporation in 2015, or (b) 282,83817,858 shares of Danaher Common Stock issuable pursuant to outstanding stock options (which had a weighted average exercise price of $52.90$52.96 per share as of December 31, 2017) and 266,464 shares of Danaher Common Stock issuable pursuant to outstanding restricted stock units, in each case2022) granted under the Cepheid 2006 Equity Incentive Plan, as amended and the Cepheid 2015 Equity Incentive Plan (collectively, the “Cepheid Plans”), which Danaher assumed in connection with the acquisition of Cepheid in 2016. No further awards may be granted under the Pall Plan or either of the Cepheid Plans.

(2)The PSUs and RSUs that have been issued under our equity compensation plans (and under the Pall Plan and Cepheid Plans)Plan) do not require a payment by the recipient to us at the time of vesting. The phantom shares under theNon-Employee Directors’ Deferred Compensation Plan and the ECP (which is asub-planare sub-plans under the Omnibus Plan) and the DCP at distribution are converted into shares of Danaher Common Stock and distributed to the participant at no additional cost. In addition, underUnder the EDIP, if a participant receives their EDIP distribution in shares of Danaher Common Stock, the participant’s EDIP balance is converted into shares of Danaher Common Stock and distributed to the participant at no additional cost. As such, the weighted-average exercise price in column (b) does not take these awards into account.

(3)Consists of the Omnibus Plan (including theNon-Employee Directors’ Deferred Compensation Plan)Plan and the ECP) and the EDIP. With respect to PSUs that are outstanding under the Omnibus Plan, if the related performance criteria have not been certified as of the date of the table, this column reflects the maximum number of shares issuable pursuant to these awards; and if the performance criteria have been certified as of the date of the table, this column reflects the earned number of shares issuable pursuant to thesesuch awards.

(4)Consists of 22,148,75019,024,947 shares attributable to the Omnibus Plan and 1,719,507781,521 shares attributable to the EDIP. Under the terms of the EDIP, upon distribution of a participant’s EDIP balance the participant may elect to receive his or hertheir distribution in cash, shares of Danaher Common Stock or a combination of cash and shares of Danaher Common Stock (except that any portion of a participant’s account that is subject to the Danaher Common Stock earnings rate must be distributed in shares of Danaher Common Stock). For purposes of this table, we have assumed that all EDIP balances as of December 31, 20172022 would be distributed in Danaher Common Stock.

(5)Consists of 70,052,95645,384,731 shares available for future issuance under the Omnibus Plan and 1,519,7511,976,340 shares available for future issuance under the EDIP. See “Summary of Employment Agreements and Plans” for a description of the types of awards issuable under the Omnibus Plan.
(6)Consists of the DCP; for a summary of the DCP, please see “Summary of Employment Agreements and Plans – Supplemental Retirement Program.” Under the terms of the DCP, any portion of a participant’s account that is subject to the Danaher Common Stock earnings rate must be distributed in shares of Danaher Common Stock (all other balances are distributed in cash).

2023 PROXY STATEMENT66
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Pay Versus Performance

The disclosure in this section shall not be deemed to be incorporated by reference into any prior or subsequent filing by Danaher under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent Danaher specifically incorporates it by reference therein.

Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. As required by Item 402(v), we have included:

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

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

SCT TotalCAP
PensionYear over year change in the actuarial present value of pension benefitsCurrent year service cost and any prior year service cost (if a plan amendment occurred during the year)
Stock and Option AwardsGrant date fair value of stock and option awards granted during the yearYear over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year(1)

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

This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Committee has not used CAP as a basis for making executive compensation decisions, nor does it use GAAP Net Income or Peer Group TSR for purposes of determining executive incentive compensation. Please refer to our Compensation Discussion and Analysis on pages 40 to 54 for a discussion of our executive compensation program objectives and the ways in which we align executive compensation with performance.

Our Most Important Metrics Used for Linking Pay and Performance. As required by Item 402(v), below are the most important metrics our Committee used to link executive pay to performance for 2022. Our stock price performance, as reflected by our absolute TSR, directly impacts the value of the equity compensation awards we grant to executive officers. Each of the other metrics below are used for purposes of determining payouts under either our executive annual cash incentive compensation program or our executive PSU program.

•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)

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.

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

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

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

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

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

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.
(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 2022 Annual Report on Form 10-K.
(4)Values shown are in millions.
(5)Please see page 43 for a definition of Adjusted EPS. Values shown reflect Adjusted EPS as calculated for purposes of our executive compensation program for the applicable reporting year.

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

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Relationship between CAP and GAAP Net Income. The chart below reflects the relationship between the PEO and Average NEO CAP and our GAAP Net Income.

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

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Pay Ratio Disclosure

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

 

DANAHER2018 PROXY STATEMENT      47

  Compensation Tables and Information

For 2017,2022, our last completed fiscal year:

 

the annual total compensation of Mr. Joyce, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $14,786,341;

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

For purposes of the median of all Danaher employees (other than Mr. Joyce) was $67,756; and

the ratio of the annual total compensation of Mr. Joyce to the annual total compensation of the median of all other Company employees was 218 to 1.

In estimating the2022 CEO pay ratio set forth above, we used the following methodology and material assumptions, adjustments and estimates:

As of October 31, 2017, Danaher had 66,566 employees globally, including 22,374 U.S. employees and 44,192non-US employees. In determining the identity of oursame median employee we excluded 3,021 employees from the following countries, whichidentified with respect to our 2021 CEO pay ratio, as there has been no change in aggregate represents less than 5% of our workforce (the number of employees excluded from the country is indicated following the country name): Mexico (2,794); Ecuador (52); Peru (40); Croatia (27); Indonesia (20); Romania (20); Kazakhstan (12); Philippines (9); Bulgaria (8); Greece (8); Lithuania (6); Slovenia (6); Vietnam (5); Trinidad & Tobago (4); Ukraine (4); Estonia (2); Kenya (2); and Luxembourg (2). After excluding the countries and employees described above, we determined the identity of our median employee from a population of 63,545 employees, including 22,374 U.S. employees and 41,171non-US employees.

The employee population data described above does not include approximately 250 employees of Advanced Vision Technology Ltd., whichor employee compensation arrangements that we acquired in May 2017.

Givenbelieve would significantly impact the size, composition and global diversity of our workforce, we used statistical sampling to identify the median employee. Using the measure of total salary plus allowances, we grouped countries based on similarity of medians and variances; for each grouping, determined a representative sample size and generated a random sample of employees as of October 31, 2017; determined the median for each grouping based on 2016 gross payroll earnings; and weighted each such median for each grouping (based on the grouping’s total headcount relative to Danaher’s total headcount) to derive the median employee. Since the originally identified median employee was anon-U.S. employee with anomalous compensation characteristics relating to currency exchange impacts and local allowances, we selected as our median employee a U.S.-based employee whose 2016 gross payroll earnings were substantially identical to those of the original median employee.
pay ratio disclosure.

 

48     DANAHER20182023 PROXY STATEMENT72
 
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SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS

Following is a description of (1) named executive officer employment-related agreements, and (2) the cash incentive compensation, equity compensation,non-qualified deferred compensation and severance pay plans in which Danaher’s named executive officers participate. Each of these plans allows the plan administrator to exercise certain discretion in the administration of the plan, and as a result the plan administrator may administer the plan in a different manner from period to period, or in a different manner with respect to different plan participants, in each case to the extent permitted under the applicable plan.

Employment Agreements

Named Executive Officer Proprietary Interest Agreements

In connection with Mr. Blair’s promotion to the role of President and CEO in 2020, Danaher and Mr. Blair entered into an Amended and Restated Agreement Regarding Competition and Protection of Proprietary Interests (the “Blair Agreement”). Under the Blair Agreement, during and for two years after Mr. Blair’s employment with us, subject to certain customary exceptions, he is prohibited from disclosing or improperly using any of our confidential information; making any disparaging comments about us; competing with us; selling to or soliciting purchases from our customers and prospective customers with respect to products and services about which he has particular knowledge; or hiring or soliciting any of our current or recent employees, and during and for one year after his employment with us he is prohibited from working for any Danaher customers or vendors in any role in which he would use or disclose or threaten to use or disclose any of our confidential information. In addition, with limited exceptions all intellectual property that Mr. Blair develops in connection with his employment with us belongs to us. The Blair Agreement further provides that if we terminate Mr. Blair’s employment without “cause” or if he terminates his employment for “good reason” (each as defined in the Blair Agreement), he will be entitled to (1) a cash amount equal to twelve months of base salary at the rate in effect on the date of termination (the “Termination Date,” and the year in which the Termination Date occurs is referred to as the “Termination Year”), (2) the annual cash incentive compensation award for service in the calendar year prior to the Termination Year, if it has not been paid prior to the Termination Date (the “Accrued Obligation”), (3) a cash amount equal to his target annual cash incentive compensation award for the Termination Year, and (4) a cash amount equal to the product of (x) his target annual cash incentive compensation award for the Termination Year, times (y) a fraction, the numerator of which is the number of calendar days from the beginning of the Termination Year through the Termination Date, and the denominator of which is 365; provided in each case he signs and does not revoke a release of all claims. Any cash severance payments paid under any other Danaher plan or agreement will diminish the severance payments under the Blair Agreement on a dollar-for-dollar basis (except for the Accrued Obligation).

We have also entered into an agreement with each of Messrs. Joyce, Comas, Blair and Daniel and Ms. Lalorthe other NEOs under which each such officer is subject to certain covenants designed to protect Danaher’s proprietary interests (each, a “Proprietary Interest Agreement”). Except as set forth below,for differences in the duration of certain restrictive covenants, the terms of thesuch agreements to which each such named executive officer is a party are substantially the same. During and for specified periods after the officer’s employment with us, subject to certain customary exceptions, the officer is prohibited from disclosing or improperly using any of our confidential information; making any disparaging comments about us; competing with us; selling to or soliciting purchases from our customers and prospective customers with respect to products and services about which the officer has particular knowledgeknowledge; or expertise; hiring or soliciting any of our current or recent employees, or otherwise assisting or encouraging any of our employees to leave us; interfering with our vendor relationships; or developing competing products or services.employees. Each officer also agrees that with limited exceptions all intellectual property that the officer develops in connection with the officer’s employment with us belongs to us,us. Certain of the agreements also restrict interfering with our vendor relationships, and assigns us all rightscertain of the agreements prohibit the officer may havefor a specified period of time from working for any Danaher customers or vendors in any such intellectual property.

Under the Proprietary Interest Agreements (except for Ms. Lalor’s and Mr. Blair’s agreements,role in which provide for no cash consideration), if we terminate the officer’s employment without cause the officer is entitledwould use or disclose or threaten to an amount equal to nine monthsuse or disclose any of base salary, plus severance pay equal to three months’ salary if the officer signs our standard form of release at the time of termination. These amounts would be paid out over twelve months according to the normal payroll cycle. Under the agreement, “cause” is generally defined as the officer’s (a) dishonesty, fraud or other willful misconduct or gross negligence; (b) conviction of or pleading guilty or no contest to a felony, misdemeanor (other than a traffic violation) or other crime that would impair his ability to perform his duties or Danaher’s reputation; (c) refusal or willful failure to satisfactorily perform his duties or comply with our standards, policies or procedures; (d) material breach of the agreement; (e) death; or (f) termination because of illness that results in the officer’s absence from work on a full-time basis for twelve consecutive months.confidential information.

In connection with Mr. Joyce’s promotion to President and CEO in September 2014, we amended his Proprietary Interest Agreement to provide that if Danaher terminates Mr. Joyce’s employment without cause, in addition to the 12 months of base salary already provided for under the agreement and as additional consideration for Mr. Joyce’s obligations under the agreement, Danaher will (1) pay him an amount equal to the average of the annual cash incentive compensation awards paid to him with respect to the three most recent, completed calendar years prior to the date of termination (the “Three-Year Average Annual Bonus”), (2) pay him an amount equal to a prorated portion of the Three-Year Average Annual Bonus (capped at 250% of his annual base salary rate as of the termination date), based on the number of days he is employed by Danaher in the year of termination divided by 365, and (3) accelerate the time-based vesting applicable to his outstanding equity awards such that a pro rata portion of such awards will be deemed vested, based on the number of days between the grant date and termination date divided by the total number of days in the original vesting term of the award. All other provisions of Mr. Joyce’s Proprietary Interest Agreement remain the same.

Letter Agreement with Angela S. Lalor

Danaher entered into a letter agreement with Ms. Lalor on March 19, 2012 in connection with her hiring as Danaher’s Senior Vice President-Human Resources in April 2012. Pursuant to the letter agreement, Ms. Lalor is entitled to:

a cash signing bonus of $1.2 million, which was paid in equal installments on each of the first four anniversaries of her start date;

a retention bonus of $2.4 million payable in three equal installments within 30 days of the eighth, ninth and tenth anniversaries of Ms. Lalor’s employment start date, respectively (subject in each case to continued employment and timely execution of a general release of claims in favor of the Company); and

participate in the Company’s Senior Leaders Severance Pay Plan, provided that the amount of severance she is eligible for under such plan is equal to the product of (1) her annual base salary at the time of termination and (2) the sum of 100% plus her target annual bonus percentage under the Company’s annual cash incentive compensation plan as of the time of termination.

 

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  Summary of Employment Agreements and Plans

Officers’

Directors’ and Directors’Officers’ Indemnification and Insurance

Danaher’s Certificate of Incorporation requires it to indemnify to the full extent authorized or permitted by law any person made, or threatened to be made a party to any action or proceeding by reason of his or hertheir service as a director or officer of Danaher, or by reason of serving at Danaher’s request as a director or officer of any other entity, subject to certain exceptions. Danaher’s Bylaws provide for similar indemnification rights. In addition, each of Danaher Corporation’s directors and executive officers has executed an indemnification agreement with Danaher that provides for substantially similar indemnification rights and under which Danaher has agreed to pay expenses in advance of the final disposition of any such indemnifiable proceeding. Danaher also has in effect directors and officers liability insurance covering all of Danaher’s directors and officers.

2007 Omnibus Incentive Plan

General. The Compensation Committee of the Board of Directors of Danaher (the “Administrator”) administers the Omnibus Plan. The following awards may be granted under the Omnibus Plan: stock options, SARs, restricted stock, RSUs and other stock-based awards (including PSUs), as such terms are defined in the Omnibus Plan, as well as cash-based awards (collectively, all such awards are referred to as “awards”).

Award Limits.Limits

126,846,408 shares of Common Stock have been authorized for issuance under the Omnibus Plan (the “Maximum Share Limit”). Under the terms of the plan, grants of full-value awards (i.e., any award other than an option or SAR) count against the Maximum Share Limit at a ratio of 3.56:1 (such that (1) each share of Common Stock subject to a full value award and granted before February 28, 2017 counts against the Maximum Share Limit as one share of Common Stock, (2) each share of Common Stock subject to a full value award and granted after February 28, 2017 counts against the Maximum Share Limit as 3.56 shares of Common Stock, and (3) if after February 28, 2017 any full value award expires, is canceled, forfeited, cash-settled, exchanged or assumed by a third party or terminates for any other reason, in each case without a distribution of shares of Common Stock to the participant, each share of Common Stock available under that award is added back to the Maximum Share Limitpool of shares available for grant as 3.56 shares of Common Stock).Stock. The plan caps the number of shares of Common Stock that may be awarded to any individual in any calendar year (1) under options or SARs at 1,000,000 and (2) under any other type ofstock-based award intended to be “qualified performance based compensation” under Section 162(m) at 500,000, provided that these caps arethis cap is doubled in the initial year of hire. Cash-based awards under the plan are subject to an annual limit of $10 million (which amount is doubled in the initial year of hire) per employee participant. The plan also caps the annual cash and equity compensation (based on grant date fair value) that may be awarded to any individual,non-management director at $800,000 ($1,300,000 for anynon-management Board chair or vice chair (or similar role)).

Prohibition on Share Recycling.Recycling

The following shares of Common Stock do not again become available for awards or increase the number of shares available for grant under the plan: shares of Common Stock (1) tendered by the participant or withheld by the Company in payment of the purchase price of an option or SAR, (2) tendered by the participant or withheld by the Company to satisfy any tax withholding obligation under the plan, (3) repurchased by the Company with proceeds received from the exercise of an option, or (4) subject to a SAR that are not issued in connection with the stock settlement of that SAR upon its exercise.

Minimum Vesting Requirement.Requirement

All equity awards granted following the date of the Company’s 2017 annual meeting are subject to a minimumone-year vesting or performance requirement, except that (1) up to five percent (5%) of the Maximum Share Limit under the plan may be issued without regard to this minimum vesting period, (2) this minimum vesting period does not apply in the event of death, disability, retirement or other terminations of employment or service, and (3) the Administrator may waive the minimum vesting requirement in the event of a substantial corporate change.

Performance Rules. Awards under the Omnibus Plan may be subject to time-based and/or performance-based vesting conditions. Awards subject to performance-based vesting conditions may be designed to satisfy the exemption from Section 162(m)’s deduction limit for performance-based compensation based on one, or a combination, of the performance-based criteria set forth in the plan, although the exemption has been repealed effective for taxable years beginning after December 31, 2017 (subject to limited transition relief).

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Retirement and Other Terminations of Employment. Except in certain countries where different terms apply and subject

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

 

•upon retiring after reaching age 65, (1) a participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date (or the tenth anniversary of the retirement date, (2) any RSUs granted during or after 2015 that are unvested as of the retirement date continue to vest according to their terms (subject, as to each time-based vesting tranche, to satisfaction of any applicable performance criteria before the time-based vesting date), and (3) 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

50     DANAHER2018 PROXY STATEMENT•upon retiring after reaching 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.
 •

Summarywith 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 Employment Agreementsthe retirement date, remain outstanding and Plans  

(once vested) may be exercised until the fifth anniversary of the retirement date, (2) any RSUs that are unvested as of the retirement date continue to vest according to their terms, and (3) the participant receives the PSU shares actually earned based on the Company’s performance over the performance period.

 

solely with respect to awards granted during or after 2015, upon retiring after reaching age 55 and completing ten years of service with Danaher, (1) a pro rata portion of 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) a pro rata portion of any RSUs that are unvested as of the retirement date continue to vest according to their terms (subject, as to each time-based vesting tranche, to satisfaction of any applicable performance criteria before the time-based vesting date) 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.

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 othernon-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 his or herthe participant’s outstanding RSUs is accelerated as of the date of death, and (3) with respect to PSUs as to which the death occurs prior to conclusion of the performance period, the participant’s estate receives a pro rata portion of the target number of shares underlying the PSUs.

Corporate Changes.As defined in the Omnibus Plan, a substantial corporate change includes the consummation of (1) Danaher’s dissolution or liquidation; (2) any transaction or series of transactions in which any person or entity or group of persons or entities is or becomes the owner, directly or indirectly, of voting securities of the Company (not including any securities acquired directly from the Company or any affiliate thereof) representing more than 50% of the combined voting power of the Company’s then outstanding securities; (3) a change in the composition of the Board such that individuals who were serving on the Board as of May 9, 2017, together with any new member of the Board (other than a member of the Board whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the members of the Board then still in office who either were members of the Board on such date or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority of the number of the members of the Board then serving; (4) a merger, consolidation, or reorganization of the Company with one or more corporations, limited liability companies, partnerships or other entities, other than a merger, consolidation or reorganization which would result in the voting securities of the Company outstanding immediately prior to such event continuing to have both (i) more than 50% of the combined voting power of the voting securities of the ultimate parent entity resulting from such merger, consolidation, or reorganization (and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company voting securities among the holders thereof immediately prior to such transaction), and (ii) the power to elect at least a majority of the board of directors or other governing body of the ultimate parent entity resulting from such merger, consolidation, or reorganization; or (5) the sale of all or substantially all of the assets of the Company to another person or entity.

Upon a substantial corporate change, either (1) the Board will provide for the assumption or continuation of outstanding awards, or the substitution for such awards of any options or grants covering the stock or securities of a successor employer corporation, or (2) if any outstanding such award is not so assumed, continued or substituted for, then any forfeitable portions of the awards will terminate and the administrator in its sole discretion may (i) provide that optionees or holders of SARs will have the right before the consummation of the transaction to exercise any unexercised portions of an option or SAR; and/or (ii) for any awards, cancel each award after payment to the participant of (a) an amount in cash, cash equivalents, or successor equity interests substantially equal to the fair market value of the shares of Common Stock subject to the award (minus, for options and SARs, the exercise price, and for any awards where the Board or the administrator determines it is appropriate, any required tax withholdings), or (b) an amount equal to the cash value of the award with respect to cash-based awards. The administrator will determine in its discretion the impact, if any, of the substantial corporate change upon any performance conditions otherwise applicable to an award.

Amendment or Termination; Term of Plan.The Board may amend, suspend or terminate the Omnibus Plan. However, no amendment may be effected without approval of Danaher’s shareholders to the extent such approval is required under applicable law or any applicable stock exchange rule. Except as required by law or upon a dissolution, liquidation, merger or similar corporate change, the administrator may not amend or cancel the Omnibus Plan or any award made under the Omnibus Plan without the written consent of the participant if such action would materially adversely affect any outstanding award; provided however, that the Board reserves the right to unilaterally alter or modify the plan and any awards made thereunder to ensure all awards provided to participants who are U.S. taxpayers are made in such a manner that either qualifies for exemption from or complies with Code Section 409A. Unless the Board extends the plan’s term, the administrator may not grant awards under the plan after May 9, 2027.

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  Summary of Employment Agreements and Plans

Recoupment

 

Recoupment. All awards granted under the Omnibus Plan are subject to the Company’s recoupment policy in the form approved by the administrator from time to time, if and to the extent the policy applies according to its terms, as well as any recoupment terms required by applicable law.

2007 Executive Incentive Compensation

Term of Plan

Danaher Corporation’s 2007 Executive Incentive Compensation Plan, or EICP, provides for the grant ofnon-equity incentive compensation awards to Danaher’s executive officers on a basis intended to qualify for the performance-based exemption from Section 162(m)’s deduction limit. The Compensation Committee ofUnless the Board of Directors administersextends the plan. This section describesplan’s term, the EICP terms that were applicable to 2017 awards. The plan terms were amended in May 2017 with respect to award opportunities granted in future years, but in light of the general elimination of the performance-based exemption from Section 162(m)’s deduction limit effective January 1, 2018, beginning in 2018 the Committee grants named executive officer annual cash incentiveadministrator may not grant awards under the Omnibus Plan rather than the EICP. With respect to 2017 awards granted under the EICP, subject to Danaher’s achievement of positive net income for 2017, the award amount payable to a participant equaled the lesser of (1) ten million dollars ($10,000,000) or (2) the amount earned pursuant to the performance goals and other award terms and conditions set by the Committee for the participant for 2017, subject to any further negative discretion adjustments (up to and including elimination of the award) as the Committee may determine. For a description of the performance goals and other terms and conditions applicable to the 2017 award opportunities under the plan please see “Compensation Discussion and Analysis.” The 2017 performance goals were based on a combination of the performance-based criteria described in the EICP.after May 9, 2027.

Executive Deferred Incentive

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Supplemental Retirement Program

Voluntary Contributions and

Company Contributions. The

Danaher uses the Executive Deferred Incentive Program, or EDIP, and the Excess Contribution Program, or ECP (which is anon-qualified, unfunded deferred compensation program for selected sub-plan under the 2007 Omnibus Plan) to provide supplemental retirement benefits on a pre-tax basis in excess of qualified plan limitations to select management associates of Danaher and its subsidiaries. Eachsubsidiaries (including each of the named executive officers, as applicable). Prior to January 1, 2019, the EDIP was the sole plan used by the Company to provide supplemental retirement benefits (and also served as a voluntary deferred compensation program). The ECP became effective as of January 1, 2019 and prior to such date, EDIP participants made a one-time election to either continue participating in the EDIP or participate in the ECP. All participants who join Danaher’s supplemental retirement program at or after January 1, 2019 receive Company contributions under the ECP. All amounts that Danaher contributes to a participant’s account in the EDIP and ECP are deemed invested on a notional basis in Danaher Common Stock. If termination of an employee’s participation in the EDIP or ECP resulted from the employee’s gross misconduct, the Administrator may reduce the employee’s vested interest with respect to all Danaher contributions to as low as zero percent.

EDIP

At the beginning of each plan year, Danaher credits to the account of each EDIP participant may electan amount equal to the product of (1) the sum of the participant’s base salary and target bonus as of the end of the prior year; and (2) a percentage determined by the Administrator that is based on the participant’s years of participation in the EDIP, namely 6% for employees who have participated in the EDIP for less than 10 years, 8% after 10 years of EDIP participation and 10% after 15 years of EDIP participation.

A participant vests in the amounts that Danaher credits to their EDIP account as follows:

•If the participant has both reached age 55 and completed at least five years of service with Danaher or its subsidiaries, the participant immediately vests 100% in each Danaher contribution.
•If the participant does not satisfy the conditions described under the preceding bullet, the participant’s vesting percentage is 10% for each full calendar year of participation in the EDIP (after the participant has first completed five years of participation in the EDIP).
•If a participant dies while employed by Danaher, their vesting percentage equals 100%.

ECP

Under the ECP, on or about February 1 after the applicable year of participation, Danaher credits to the account of each participant an excess matching contribution and excess non-elective contribution based on the formulas in the Company’s 401(k) plan for matching and non-elective contributions. As a result, each participant can receive the following contributions in the ECP:

•a matching contribution to the ECP equal to the sum of (a) 100% of the amount deferred into the Danaher Deferred Compensation Plan, or DCP for the year of participation, up to 3% of the greater of (1) the participant’s compensation that is deferred into the DCP or (2) the participant’s compensation above the IRS compensation limit for qualified retirement plans (“match compensation”), plus (b) 50% of the amount deferred into the DCP for the year of participation in excess of 3%, but not in excess of 5%, of the participant’s match compensation; and
•a non-elective contribution equal to 4% of the participant’s rate of base salary and target bonus amount as of December 31 prior to the year of participation in excess of the IRS compensation limit for qualified retirement plans.

A participant vests in the matching contribution in the ECP made each year on the first anniversary after it is credited to the participant’s account. A participant vests in the non-elective contribution in the ECP made each year on the later of the first anniversary after it is credited to the participant’s account, or the date the participant has completed three years of service with Danaher. If a participant dies while employed by Danaher, their vesting percentage equals 100%.

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Voluntary Deferrals

Each DCP participant is permitted to voluntarily defer into the program, on a pre-tax basis, up to 85% of his or hertheir salary and/or up to all85% of his or hertheir non-equity incentive compensation with respect to a given plan year. All amounts deferred under the EDIP are unfunded and unsecured obligations of Danaher, receive no preferential standing and are subject to the same risks as any of Danaher’s other general obligations. Notional earnings on amounts deferred under the program are credited to participant accounts based on the market rate of return of the applicable benchmark investment alternatives offered under the program, which are generally the same as the investment alternatives offered under our 401(k) Plan (except for a real estate mutual fund that is offered under the EDIP and not under the 401(k) Plan, and except for any investment options that may only be offered under the tax qualified 401(k) Plan). Each participant allocates the amounts he or shethe participant voluntarily defers among the available investment alternatives. Participants may change their allocations at any time, provided that any portion of a participant’s account that is subject to the Danaher Common Stock investment alternative must remain allocated to that investment alternative until the account is distributed to the participant. In addition, as of January 1 of each plan year (or in the case of a new participant, on a pro rata basis as of such later date during the year when the person begins participating in the EDIP), Danaher credits to the account of each participant an amount equal to the product of:

the sum of the participant’s base salary and target bonus as of the end of the prior year; and

a percentage determined by the Administrator that is based on the participant’s years of participation in the EDIP, namely 6% for employees who have participated in the EDIP for less than 10 years, 8% after 10 years of EDIP participation and 10% after 15 years of EDIP participation.

The Danaher Common Stock investment alternative applies to all amounts that Danaher credits to a participant’s account.

Vesting.Participants are at all times fully vested in amounts they voluntarily defer into their DCP accounts. A participant vests in the amounts that Danaher credits to his or her account as follows:

 

If the participant has both reached age 55 and completed at least five years of service with Danaher or its subsidiaries, the participant immediately vests 100% in each Danaher contribution.

Distributions

 

If the participant does not satisfy the conditions described under the preceding bullet, the participant’s vesting percentage is 10% for each year of participation in the EDIP (after the participant has first completed five years of participation in the EDIP).

If a participant dies while employed by Danaher, his or her vesting percentage equals 100%.

Distributions.In general, a participant may not receive a distribution of his or hertheir vested EDIP account balance (including any amounts voluntarily deferred) until after his or hertheir employment with Danaher terminates. If the Administrator determines that termination of an employee’s participation in the EDIP resulted from the employee’s gross misconduct, the Administrator may determine that the employee’s vesting percentage with respect to all Danaher contributions is zero. A participant that is not 100% vested in the Danaher contributions that have been made to his or her account receives his or her vested EDIP account balance in a lump sum six months following termination from the EDIP. A

52     DANAHER2018 PROXY STATEMENT

Summary of Employment Agreements and Plans  

participant that is 100% vested in the Danaher contributions that have been made to his or her account may generally elect to receive distributions from his or her EDIP account in either a lump sum or annual installments over two, five or ten years (with payments beginning as early as immediately after termination for amounts vested as of December 31, 2004, or 6 months, 1 year or 2 years following termination, at the participant’s election, for other vested amounts). Whether a participant elects to receive distributions in a lump sum or in annual installments, he or she may elect to receive hisa distribution of their DCP account balance following their termination of employment or heron a specified future date prior to their termination of employment. The following chart generally describes the timing and manner of distribution of EDIP, ECP and DCP account balances:

Name of PlanTiming of Beginning
of Distribution		Period of DistributionForm of Distribution
EDIPNot 100% vested in Danaher contributions6 months following terminationLump sumParticipant may elect to receive distribution in cash, shares of Danaher Common Stock or a combination thereof (but all balances subject to the Danaher Common Stock investment alternative must be distributed in shares of Danaher Common Stock)
100% vested in Danaher contributionsParticipant may elect to begin receiving distributions immediately, 6 months, 1 year or 2 years following termination (generally, a distribution after a termination of employment is payable after a 6-month delay)Participant may elect lump sum, or if at least age 55, annual installments over two, five or ten years
ECPParticipant will begin receiving distributions immediately following termination. A six-month delay may apply if the participant is a “key employee” under applicable tax rulesLump sumShares of Danaher common stock (for balances subject to the Danaher Common Stock investment alternative) or cash (for balances not subject to the Danaher Common Stock investment alternative)
DCPParticipant may elect to begin receiving distributions on the earlier of a fixed date or termination of employment. Distributions on a fixed date must be at least 3 years after the date of election. Distribution elections upon a termination of employment are the same as under the EDIP (a 6-month delay may apply to distributions on a termination of employment if the participant is a “key employee” under applicable tax rules)Participant may elect lump sum or annual installments over a period of up to 10 yearsAll balances subject to the Danaher Common Stock investment alternative must be distributed in shares of Danaher Common Stock, and all other balances must be paid in cash

Certain events, such as the participant’s death or an unforeseeable emergency, may impact the timing of a distribution under the EDIP, the ECP or the DCP.

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General

Under the EDIP, the ECP and the DCP, Danaher contributions and amounts voluntarily deferred are unfunded and unsecured obligations of Danaher, Common Stock or a combination of cashreceive no preferential standing and shares of Danaher Common Stock; provided that all balancesare subject to the Danaher Common Stock investment alternative must be distributed in sharessame risks as any of Danaher Common Stock.Danaher’s other general obligations.

Senior Leader Severance Pay Plan

Each of Danaher’s executive officers (in addition to certain other categories of employees as specified in the plan) is entitled to certain benefits under Danaher’s Senior Leader Severance Pay Plan. If a covered employee is terminated without “cause” (as defined below) and except in certain circumstances as specified in the plan, subject to execution of Danaher’s standard form of release he or shethe employee is entitled to severance equal to a minimum of three months of annual base salary plus an additional month for each year of service (provided that the three months plus all additional months cannot exceed twelve months in aggregate) paid out over the applicable severance period according to the normal payroll cycle, as well as the opportunity to continue coverage under specified welfare benefit plans of the Company for the duration of the severance period at the same cost as an active employee in a position similar to that held by the employee at termination. There is no change-in control provision in the Senior Leader Severance Pay Plan. To the extent a covered employee is entitled to severance or other post-termination compensation pursuant to the terms of an individual agreement, payments and benefits will only be provided under the plan to the extent they are not duplicative of the payments and benefits provided under the individual agreement. Notwithstanding the above description, under the letter agreement Danaher entered into with Ms. Lalor on March 19, 2012, the amount of severance she is eligible for under the Senior Leader Severance Pay Plan is equal to the product of (1) her annual base salary at the time of termination and (2) the sum of 100% plus her target annual bonus percentage under the Company’s annual cash incentive compensation plan as of the time of termination.

Under the plan, “cause” is defined as (1) the employee’s dishonesty, fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to, or any other action in willful disregard of the interests of, Danaher or its affiliates; (2) the employee’s conviction of, or pleading guilty or no contest to (i) a felony, (ii) any misdemeanor (other than a traffic violation), or (iii) any other crime or activity that would impair the employee’s ability to perform duties or impair the business reputation of Danaher or its affiliates; (3) the employee’s willful failure or refusal to satisfactorily perform any duties assigned to the employee; (4) the employee’s failure or refusal to comply with Company standards, policies or procedures, including without limitation the StandardsCode of Conduct as amended from time to time; (5) the employee’s violation of any restrictive covenant agreement with Danaher or its affiliates; (6) the employee’s engaging in any activity that is in conflict with the business purposes of Danaher or its affiliates (as determined in the sole discretion of Danaher and its affiliates); or (7) a material misrepresentation or a breach of any of the employee’s representations, obligations or agreements under the plan.

 

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PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Advisory Vote on Named Executive Officer Compensation

In accordance with Section 14A of the Securities Exchange Act, we are asking our shareholders to vote at the 20182023 Annual Meeting to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. Our shareholder advisory vote on executive compensation occurs on an annual basis.

As discussed in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Danaher’s size, diversity and global footprint; motivate executives to demonstrate exceptional personal performance and perform consistently over the long-term at or above the levels that we expect;expect, over the long-term and through a range of economic cycles; and link compensation to the achievement of corporate goals and objectives that we believe best correlate with the creation of long-term shareholder value.

We believe our executive compensation program has been highly effective in achieving these objectives, both in 20172022 and historically:

 

•20172022 Performance.During 2017,. In 2022, as the world faced the evolution of COVID-19 from pandemic toward endemic status, widespread inflation and supply chain disruptions and economic slowdowns across many major geographies, Danaher continuedremained focused on growing its business in the near-term while continuing to invest in long-term growth. Specifically, in 2022 Danaher:
•Continued to evolve its portfolio by announcing the intention to separate its Environmental & Applied Solutions segment in the fourth quarter of 2023 to create a separate, publicly traded company (to be known as Veralto Corporation), which will further advance Danaher’s science and technology transformation.
•Invested aggressively in future growth, investing $1.1including investments of approximately $1.7 billion in research and development, $1.2 billion in acquisitions and deploying over $385 million across 10 strategic acquisitions that complement our Life Sciences, Dentalinvestments and Environmental & Applied Solutions segments; continued the integration of our 2015, $13.6$1.2 billion acquisition of Pall Corporation and our 2016, $4.0 billion acquisition of Cepheid, eliminating more than $200 million of annual costs across both businesses; returned over $375in capital expenditures.
•Returned approximately $700 million to common shareholders through cash dividends marking(marking the25 30thyear in a row Danaher has paid a dividend (Danaher’sper-share quarterly dividend has increased more than 500% over the last five years); on its common shares).
•Increased revenues by 7% and grew our businessnet earnings attributable to common shareholders by 13.5% on a year-over-year basis, increasing revenues 8.5%, earnings 14.5% and generated more than $8 billion of operating cash flow 12.5%.flow.

•Long-Term Performance.Danaher’s. Danaher’s compounded, average annual shareholder return has outperformed the S&P 500 Index over each of the last two, three, five-,ten-, fifteen-, twenty- and twenty-five year periods, and over the last twenty-five years ranks first in its peer group.periods. In addition, Danaher is the only company in its peer group whose total shareholder return outperformed the S&P 500 Index:

 ¡•over every rolling3-year period from and including 1993-2017;1998-2022; and

 ¡•by more than 600 basis points over every rolling3-year period from and including 2008-2017.2002-2022.

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Our executive compensation program operates within a strong framework of compensation governance. Our Compensation Committee regularly reviews external executive compensation practices and trends and incorporatesincorporated best practices into our 2022 executive compensation program:

 

WHAT WE DO    

WHAT WE DO

WHAT WE DON’T DO

LOGOFive-yearFour-year vesting requirement for equity awards (or in the case ofstock options; three-yearperformance period plus further two-year holding periodfor PSUs three-year vesting and a furthertwo-year holding period) LOGONo taxgross-up provisions (except(except as applicable to management employees generally such as relocation policy)
LOGOIncentive compensation programs feature multiple, differentperformance measures aligned with business strategythe Company’s strategic performance metrics  LOGONo dividend/dividend equivalents paid on unvested equityawards
LOGOShort-term and long-term performance metrics that balance ourabsolute performance and our relative performance versuspeer companies No “single trigger” change of control benefits
Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing LOGONo “single trigger” change of control benefitsactive defined benefit pension program since 2003
LOGOMinimum one-year vesting requirement for 95% of shares granted under the Company’s stock plan LOGONo active defined benefit pension program since 2003hedging of Danaher securities permitted
LOGOStock ownership requirements for all executive officers LOGONo hedging of Danaher securities permittedlong-term incentive compensation is denominated orpaid in cash (other than PSU dividend accruals)
LOGOLimited perquisites and a cap on CEO/CFO personal aircraft usage LOGONo long-term incentiveabove-market returns on deferred compensation is denominated or paid in cashplans
LOGOIndependent compensation consultant that performs no other services for the Company LOGONo above-market returns on deferredoverlapping performance metrics between short-termand long-term incentive compensation plansprograms

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. Accordingly, we are asking our shareholders to vote on an advisory basis “FOR” the followingnon-binding resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”

Although this advisory vote isnon-binding, our Board and Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our named executive officer compensation programs.

The

 THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RESOLUTION SET FORTH IN PROPOSAL 3.

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PROPOSAL 4

Advisory Vote on Frequency of Future Advisory Votes Relating to the Company’s Named Executive Officer Compensation

In accordance with Section 14A of the Exchange Act, we are asking our shareholders to vote at the 2023 Annual Meeting to indicate on an advisory basis how frequently we should seek an advisory vote on the compensation of our named executive officers. By voting on this Proposal 4, shareholders may indicate whether they would prefer an advisory vote on named executive officer compensation every one, every two, or every three years.

Danaher has been holding an annual say-on-pay vote since 2011, and after careful consideration of this proposal, our Board of Directorshas determined that an advisory vote on named executive officer compensation that occurs every year continues to be the most appropriate alternative for Danaher at this time, and therefore our Board recommends that you vote for a one-year interval for the advisory vote on named executive officer compensation. In formulating its recommendation, our Board considered that an annual advisory vote on named executive officer compensation allows our shareholders to provide us with their direct input on our executive compensation program as disclosed in the proxy statement every year.

You may cast your vote FORon your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote, on an advisory basis, in response to the following non-binding resolution.

“RESOLVED, that the option of every one year, every two years, or every three years that receives the highest number of votes cast for this resolution will be considered to be the preferred frequency of the shareholders with which the Company is to hold future shareholder advisory votes on named executive officer compensation.”

The option of every one year, every two years or every three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on named executive officer compensation that has been recommended by shareholders. However, because this vote is advisory and not binding on the Board, the Board may decide that it is in the best interests of our shareholders and Danaher to hold an advisory vote on named executive compensation more or less frequently than the option approved by our shareholders.

 THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR ADVISORY VOTES RELATING TO THE
COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION TO BE HELD EVERY ONE YEAR.

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PROPOSAL 5

Shareholder Proposal Requesting Adoption of a Policy Separating the Chair and CEO Roles and Requiring an Independent Board Chair Whenever Possible

The Company has been informed that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA, 902778, a beneficial owner of shares of our common stock having a minimum value as set forth in Proposal 3.

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PROPOSAL 4 — SHAREHOLDER PROPOSAL REQUESTING THAT DANAHER AMEND ITS GOVERNING DOCUMENTS TO REDUCE PERCENTAGE OF SHARES REQUIRED FOR SHAREHOLDERS TO CALL SPECIAL MEETING FROM 25% TO 10%

A Danaher shareholder has notified us that heRule 14a-8 of the Exchange Act allowing submission of proposals by stockholders meeting certain requirements, intends to present the following proposal for considerationset forth below at the Annual Meeting. The name, address and number of shares held by such shareholder are available upon request to Danaher’s Secretary.Company is not responsible for any inaccuracies it may contain.

Proposal 45 – Special Shareholder Meeting ImprovementIndependent Board Chairman

Resolved, Shareowners ask

 

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.

It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our board to takecurrent CEO or for the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting.next CEO transition.

Scores of Fortune 500 companies allow 10% of shares to call a special meeting compared to Danaher Corporation’s more difficult requirement. Danaher shareholders do not have the full right to call a special meeting that is available under state law.

Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between annual meetings. This proposal topic won more than 70%-support52% support at Edwards LifesciencesBoeing and SunEdison54% support at Baxter International in 2013.2020. Boeing then adopted this proposal topic. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

A lead director is no substitute for an independent Board Chairman. The Special Shareholder Meeting Improvement proposal topic won 40%-support at the 2016 Danaher annual meeting. This 40%-support would have been higher (possibility 45%) if small shareholders had the same access to corporate governance information as large shareholders.

An enhanced ability of shareholders to call a special meeting would give shareholders greater standing to have input for improving the makeup of our board of directors after the 2018 annual meeting. There is a special need for improvement.

For example, the directors on our Audit Committee received up to20-times as may negative votes as other directors. The Audit Committee directors were:

Teri List-Stoll

Donald Ehrlich

John Schwieters

50% of our directors had 14 to 34 years long-tenure. Long-tenure can impair the independence of a director no matter how well qualified. Independence is a high value attribute in a director.

Donald Ehrlich, our Lead Director, had34-years long-tenure. The Lead Director position has extra oversight of our CEO compared to other directors. Long-tenure can impairMs. Linda Filler violates the independencemost important attribute of a Lead Director. ADirector – independence. As director tenure goes up director independence goes down. Ms. Filler has 18-years director tenure at Danaher. It is amazing the number of companies that claim that a Lead Director needsis some sort of substitute for an independent Board Chairman and then select a director with the longest tenure as Lead Director. Ms. Filler received 107 million against votes in 2022.

One of the primary functions of an independent Chairman of the Board is the manage the Board of Director which is lacking at Danaher. For example 5 Danaher directors each received between 100 million and 200 million against votes each in 2022:
Linda Filler, lead director.
Teri List

Walter Lohr, age 79, overdue for retirement with 40-years DHR director tenure.
Shane Sanders, sad since Mr. Sanders is a relatively new director.

John Schwieters, age 83, overdue for retirement with 20-years DHR director tenure.

According to be more independent than any other director.the 2022 annual meeting proxy the Danaher so-called Lead Director has only 4 duties:
Presides over certain meetings if they occur in a given year.

Can call a meeting of certain directors but cannot call a meeting of the entire Board.
Can act as a liaison but only as necessary.
Can edit the Board’s agenda.

The ascending complexities of a company with $175 Billion in market capitalization, like Danaher, increasingly demand that 2 persons fill the 2 most important jobs at Danaher on an enduring basis – Chairman and CEO

Please vote to enhance director accountability to shareholders:yes:

Special Shareholder Meeting Improvement

Independent Board Chairman – Proposal 45

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Company’s Statement in Opposition

The proponent’s proposal is clearly not based on a careful analysis or understanding of Danaher’s leadership structure, given that the proposal suggests a need to separate Danaher’s CEO and Chair positions despite the fact that these positions have been separated for more than thirty years. It is not surprising therefore that the balance of the proposal, suggesting the need for an independent chair, similarly reflects little understanding of the significant benefits of the Company’s current leadership structure and the extremely strong shareholder returns Danaher has generated since such structure has been in place.

The Board recommends that you vote against this shareholder proposal because our current leadership structure (with Steven Rales as executive Chairman and Ms. Filler as Lead Independent Director (“LID”)), already achieves the independent leadership and effective management oversight sought by the proponent and has served the Company and its shareholders exceptionally well:

•During Mr. Rales’ tenure as Danaher’s Chairman of the Board (which began in 1984), Danaher has realized a compounded, average annual shareholder return of 21.7% (compared to 10.8% for the S&P 500 Index over the same time period) and a total shareholder return of over 173,954% (compared to approximately 5,345% for the S&P 500 Index over the same period).
•Danaher has outperformed the compounded, average annual shareholder return of the S&P 500 Index over each of the last two, three-, five-, ten-, fifteen-, twenty- and twenty-five year periods, with a return of 9.7% over the last two years, 20.5% over the last three years, 23.9% over the last five years, 20.7% over the last ten years, 15.3% over the last fifteen years, 16.9% over the last twenty years and 16.7% over the last twenty-five years.

Our Board believes that as a result of his substantial ownership stake in the Company, Mr. Rales is uniquely able to understand, articulate and advocate for the following reasons:rights and interests of the Company’s shareholders. Moreover, Mr. Rales uses his management experience with the Company and his Board tenure to help ensure that the non-management directors have a keen understanding of the Company’s business as well as the strategic and other risks and opportunities that the Company faces. This enables the Board to more effectively provide insight and direction to, and exercise oversight of, the Company’s President and CEO and the rest of the management team responsible for the Company’s day-to-day business.

 

Currently,

Our Board has further bolstered its leadership structure by appointing an independent and active LID. As LID, Ms. Filler presides at all meetings of the Board at which the Chairman of the Board and the Chairman of the Executive Committee are not present, including the executive sessions of non-management directors, which are typically held at the end of each regularly scheduled Board meeting; has the authority to call meetings of the independent directors; serves as a liaison between the Chairman and the independent directors, engaging frequently with Mr. Steven Rales on a range of topics relating to the Board and the Company’s governance program; approves information sent to the Board; approves meeting agendas for the Board; approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; and engages with major shareholders, including direct communication, as appropriate. Ms. Filler’s role as Chair of 25%the Board’s Nominating and Governance Committee complements her LID role and further strengthens her Board leadership, as she leverages her deep insights regarding the Board’s composition, performance and governance.

We also believe that an assessment of the appropriateness of a company’s board leadership structure should be made on a holistic basis, taking into consideration the company’s overall governance structure. We embrace numerous corporate governance best practices designed to ensure independent leadership and full accountability to our outstandingshareholders, as further detailed on page 22.

While the leadership structure that the proponent reflexively proposes may be appropriate for the other companies cited in the proposal, we believe that the proposed structure would significantly diminish the accountability and stewardship that our shareholders currently enjoy as a result of Mr. Rales’ and Ms. Filler’s leadership. Our Board has no established policy on whether or not to separate the Chair and CEO roles and have a non-executive chairman and firmly believes it is important to retain the flexibility to adopt the leadership structure most effective under the applicable facts and circumstances.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST PROPOSAL 5

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PROPOSAL 6

Shareholder Proposal Requesting Report to Shareholders on Effectiveness of the Company’s Diversity, Equity, and Inclusion Efforts

The Company has been informed that As You Sow, on behalf of Eliana Fishman, 1833 9th Street NW, Washington, DC 20001, a beneficial owner of 36 shares of Danaher common stock, haveand Minnesota Valley Trust, 1960 Cedar Lake Parkway, Minneapolis, MN 55416, a beneficial owner of 129 shares of Danaher common stock, intends to present the right to call a special meeting, pursuant to aproposal set forth below at the Annual Meeting. The Company proposal previously approved by our shareholders. Our Board continues to believe that this threshold ensures a reasonable number of shareholders consider a matter important enough to merit a special meeting.

is not responsible for any inaccuracies it may contain.

 

We note

RESOLVED: Shareholders request that Danaher Corp. (“Danaher”) report to shareholders on the effectiveness of Danaher’s fourteen peer companies:

the Company’s diversity, equity, and inclusion efforts. The report should be done at reasonable expense, exclude proprietary information, and provide transparency on outcomes, using quantitative metrics for hiring, retention, and promotion of employees, including data by gender, race, and ethnicity.

SUPPORTING STATEMENT: Quantitative data is sought so investors can assess and compare the effectiveness of companies’ diversity, equity, and inclusion programs.

WHEREAS: Danaher has not shared sufficient quantitative hiring, retention, and promotion data to allow investors to determine the effectiveness of its human capital management programs. Best practice disclosure includes hiring, retention, and promotion rate data by gender, race, and ethnicity in line with Equal Employment Opportunity Commission (EEOC) defined categories.

Between September 2020 and September 2022, S&P 100 companies increased by 298 percent their release of hiring rate data by gender, race, and ethnicity; retention rate data by 481 percent; and promotion rate data by 300 percent.1

Companies that release, or have committed to release, more inclusion data than Danaher include Ecolab, Gilead Sciences, and Illumina. Danaher is increasingly a laggard in its decision to continue to withhold these data sets.

Numerous studies have pointed to the benefits of a diverse workforce:

 

 •There is a positive association between diversity in management and cash flow, net profit, revenue, and return on equity.¡2
 •Companies in the top quartile for gender diversity are 21 percent more likely to outperform on profitability.3
•The 20 most diverse companies had an average annual five-year stock return that was 5.8 percentage points higher than the 20 least diverse companies.4

Similar to how an income statement pairs with a balance sheet, hiring, promotion, and retention rate data show how well a company manages its workforce diversity. Without this data, investors are unable to assess the effectiveness of a company’s human capital management program.

Companies should look to hire the best talent. However, Black, and Latino applicants face hiring challenges. Results of a meta-analysis of 24 field experiments found that, with identical resumes, White applicants received an average of 36 percent more callbacks than Black applicants and 24 percent more callbacks than Latino applicants.5

Promotion rates show how well diverse talent is nurtured at a company. Unfortunately, women and employees of color experience “a broken rung” in their careers; for every 100 men who are promoted, only 86 women are. Women of color are particularly impacted, comprising 17 percent of the entry-level workforce and only four percent of executives.6

Retention rates show whether employees choose to remain at a company. Morgan Stanley has found that employee retention above industry average can indicate a competitive advantage and higher levels of future profitability.7 Companies with high employee satisfaction have also been linked to annualized outperformance of over two percent.8

1https://www.asyousow.org/our-work/social-justice/workplace-equity
2https://www.asyousow.org/report-pages/workplace-diversity-and-financial-performance
3https://www.mckinsey.com/business-functions/people-and-organizational-performance/our-insights/delivering-through- diversity
4https://www.wsj.com/articles/the-business-case-for-more-diversity-11572091200
5https://hbr.org/2017/10/hiring-discrimination-against-black-americans-hasnt-declined-in-25-years
6https://wiw-report.s3.amazonaws.com/Women_in_the_Workplace_2021.pdf
7https://www.morganstanley.com/im/publication/insights/articles/article_culturequantframework_us.pdf
8https://www.institutionalinvestor.com/article/b1tx0zzdhhnf5x/Want-to-Pick-the-Best-Stocks-Pick-the-Happiest-Companies?utm_
medium=email&utm_campaign=The%20Essential%20II%20100721&utm_content=The%20Essential%20II%20100721%20CID_
eb103a9e15359075f72a85f7ff534c79&utm_source=CampaignMonitorEmail&utm_term=Want%20to%20Pick%20the%20Best%20Stocks%
20Pick%20the%20Happiest%20Companies

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Company’s Statement in Opposition

•Overview
•Danaher has demonstrated that diversity, equity and inclusion (“DEI”) is a strategic priority with active support from the Board and executive management; has set ambitious DEI improvement goals and made meaningful progress toward achieving those goals; and has been highly transparent in quantifying the performance of its DEI program. We encourage you to review the “Diversity + Inclusion” section of our most recent sustainability report available in the “Sustainability” section of Danaher’s website at http://www.danaher.com.
•Given that Danaher’s extensive disclosures already give investors the data they need to assess the effectiveness of our DEI program, the proponents’ request for a special report – as well as their request for additional, highly granular demographic data that few companies publish -- would be an unnecessary and inefficient use of resources that would serve only the limited interests of a small group of shareholders.
•The proponents’ statement is misleading in a number of respects. They do not disclose the number of companies that actually disclose the granular data they are seeking (despite referring to such data disclosure as “best practice”). They cite year-over-year percentage increases in disclosures of certain categories of data among the S&P 100, yet the data categories for which they provide these percentages are much more general than the extremely granular disclosures they are seeking from Danaher. twelvePerhaps most misleadingly, the proponents claim Danaher is a disclosure “laggard” even though as of March 6, 2023, As You Sow’s own Russell 1000 Workplace Diversity, Equity, and Inclusion Disclosure Scorecard ranked Danaher in the top 8% of the Russell 1000 (and top 6% of the Health Care sector).

•Leadership support. Danaher’s annual sustainability report demonstrates a strategic commitment to DEI at the highest levels of our organization. Among other initiatives, we require every people leader (including our executive officers) to have a special meeting threshold equalDEI-related personal performance or development objective as part of our annual performance review process, and for the third straight year in 2023 we have deployed one of our most powerful DBS tools, Policy Deployment (“PD”), to drive continued progress toward our DEI goals. PD’s rigorous “plan-do-check-adjust” approach has driven significant progress toward achievement of our DEI goals, as evidenced by the results noted below.
•Goals and progress. We have set ambitious, public goals to improve our gender and People of Color (“POC”) diversity and have demonstrated meaningful progress toward achieving these goals:
•2025 goal: 40% female representation in global workforce. As of December 31, 2022, 38% of Danaher’s threshold oremployees were women.
•2025 goal: 38% POC representation in U.S. workforce. As of December 31, 2022, 41% of Danaher’s U.S. employees were POCs.
•Transparency and quantitative data. We have no provision for shareholders to call a special meeting;been highly transparent in quantifying the performance of our DEI program. We publicly disclose in our annual sustainability report:
•Employee demographic data by gender, race and age

 

 ¡–For each of gender and race, we disclose data on an overall basis and in sub-categories based on job level (and in the case of gender, by geography)

  none have a special meeting threshold at or lower than■For the U.S., we provide even further granularity by disclosing job level sought by the proponent.detail for each EEOC race/ethnicity category. We also disclose our most recent U.S. Federal Employer Information Report (Form EEO-1) Employment Data.

Preparing for and holding a special meeting, like the annual meeting, is time-consuming and expensive. If adopted, this proposal would have the effect of allowing a relatively small percentage of shareholders with potentially narrow interests to call an unlimited number of special meetings to consider matters that may not be in the best interests of all of our shareholders. We believe the 25% threshold strikes an appropriate balance between avoiding waste of Danaher and shareholder resources on addressing narrow or special interests, while at the same time ensuring that shareholders holding a significant minority of our outstanding shares have an appropriate mechanism to call a special meeting if they deem it appropriate.

In the best interests of our shareholders and Company, we recommend that you vote against this shareholder proposal.

The Board of Directors recommends that shareholders vote AGAINST Proposal 4.

 

•New hire data by gender and (for the U.S.) People of Color
•U.S. pay equity by gender and race
  –Since 2020, we have achieved and maintained pay equity (with respect to salary and short-term incentive compensation) for women and for racial and ethnic minorities in the U.S. based on an analysis of weighted median base pay.

•Voluntary and involuntary turnover
•Internal fill rate
•Full-time, part-time and temporary employees
•Conclusion. We are devoting significant time and resources to advancing our DEI strategy and achieving our strategic DEI objectives. Diverting those resources to address the proponents’ interest in a specialized report and a set of additional, intricate data that few companies, and none of Danaher’s peer companies, provide would be inefficient and costly without adding significant value to our shareholders. In addition, As You Sow’s own top-decile ranking of Danaher’s DEI disclosure practices suggest that Danaher’s disclosures already reflect the best practices espoused by the proponents.

DANAHERTHE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST PROPOSAL 62018

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GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Purpose of the Meeting

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Danaher Corporation, a Delaware corporation, of proxies for use at the 20182023 Annual Meeting of Shareholders and at any and all postponements or adjournments thereof.

Who Can Vote

You are entitled to vote at the Annual Meeting if you owned any shares of Danaher Common Stock at the close of business on March 12, 2018,10, 2023, which is referred to as the “record date.” A list of registered shareholders entitled to vote at the meeting will be available at Danaher’s offices, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701 during the ten days prior to the meeting, and also at the meeting.

Proxy Materials Areare Available on the Internet

We are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. On or about March 28, 2018,29, 2023, we mailed a Notice of Internet Availability to certain of our shareholders. The Notice contains instructions about how to access our proxy materials and vote online. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.

Attending the Meeting

You or your authorized proxy can attend the Annual Meeting if you were a registered or beneficial shareholder of Danaher Common Stock atas of the close of business on March 12, 2018.10, 2023 or if you hold a valid proxy for the Annual Meeting. Please be prepared to present government-issued photo identification for admittance. If your shares are registered in your name with Danaher’s stock registrar and transfer agent, Computershare Trust Company, N.A. (“Computershare”) or you hold your shares through the Danaher Corporation & Subsidiaries Savings Plan (the “401(k) Plan”) or the Danaher Corporation & Subsidiaries Retirement and Savings Plan (collectively with the 401(k) Plan, the “Savings Plans”), your name will be verified against the list of shareholders of record or plan participants on the record date prior to your being admitted to the Annual Meeting. If you are not a shareholder of record or a Savings Plan participant but hold shares through a bank, broker, trustee or other intermediary (i.e.(i.e., in street name), you should also be prepared to provide proof of beneficial ownership as of the record date, such as a recent brokerage account statement showing your ownership, a copy of the voting instruction form provided by your bank, broker, trustee or other intermediary, or other similar evidence of ownership.

Quorum for the Meeting

Under the Company’s Bylaws, we can conduct business at the Annual Meeting only if the holders of a majority of the issued and outstanding shares of Danaher Common Stock entitled to vote at the Annual Meeting as of the record date are present either in person or by proxy. The presence of at least that number of shares constitutes a “quorum.” Abstentions and brokernon-votes will be counted as present in determining whether the quorum requirement is satisfied. As of the record date, 698,442,608729,106,753 shares of Danaher Common Stock were outstanding, excluding shares held by or for the account of Danaher.

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How to Vote

Shares Owned Directly

If you own shares directly in your name…name...

If your shares are registered directly in your name with Computershare,our transfer agent, you are considered theregistered holder of those shares. As theregistered shareholder, you may vote in several different ways:

 

•Vote on the Internet. You can vote online at: www.envisionreports.com/DHR.

www.proxyvote.com.
•Vote by Telephone. In the United States or Canada, you can vote by telephone by calling the number included in the printed proxy materials, if you received printed proxy materials.Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

 

56     DANAHER2018 PROXY STATEMENT

General Information About the Annual Meeting  

Internet and telephone voting facilities will be available 24 hours a day until 11:59 p.m., Central time, on May 7, 2018

Internet and telephone voting facilities will be available 24 hours a day until 11:59 p.m. Eastern Time on May 8, 2023 (except for participants in the Savings Plans, who must submit voting instructions earlier, as described below). To authenticate your Internet or telephone vote, you will need to enter your confidential voter control number as shown on the voting materials you received. If you vote online or by telephone, you do not need to return a proxy card.

 

•Vote by Mail. You can mail the proxy card enclosed with your printed proxy materials, if you received printed proxy materials. Mark, sign and date your proxy card and return it in the postage-paid envelope provided, or in an envelope addressed to Proxy Services,Vote Processing, c/o Computershare Investor Services, PO Box 505000, Louisville, KY 40233-5000.Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Please allow sufficient time for delivery of your proxy card if you decide to vote by mail.

Shares Held in Danaher Savings Plans

If you hold shares in either of the Danaher Savings Plans...

You can direct Fidelity Management Trust Company (“Fidelity”), the trustee of the Savings Plans, to vote your proportionate interest in the shares of Common Stock held under the Savings Plan by returning a voting instruction form or by providing voting instructions via the Internet or by telephone. Fidelity will vote your Savings Plan shares as of the record date in the manner directed by you. Because Fidelity is designated to vote on your behalf, you will not be able to vote your shares held in the Savings Plan in person at the meeting. If Fidelity does not receive voting instructions from you by 11:59 p.m. Eastern time on May 4, 2023, Fidelity will not vote your Savings Plan shares on any of the proposals brought at the Annual Meeting.

Shares Owned in Street Name

If you own your shares through an account with a bank, broker, trustee or other intermediary, sometimes referred to as owning in “street name”...

 

Vote at the Annual Meeting. You can vote by submitting a ballot in person at the Annual Meeting. If you have already voted online, by telephone or by mail, your vote at the Annual Meeting will supersede your prior vote. You may obtain directions to the Annual Meeting in order to vote in person by calling Danaher’s Investor Relations department at202-828-0850.

If you hold shares in either of the Danaher Savings Plans…

You can direct Fidelity Management Trust Company (“Fidelity”), the trustee of the Savings Plans, to vote your proportionate interest in the shares of Common Stock held under the Savings Plan by returning a voting instruction form or by providing voting instructions via the Internet or by telephone. Fidelity will vote your Savings Plan shares as of the record date in the manner directed by you. Because Fidelity is designated to vote on your behalf, you will not be able to vote your shares held in the Savings Plan in person at the meeting. If Fidelity does not receive voting instructions from you by 1:00 a.m. Eastern time on May 4, 2018, Fidelity will not vote your Savings Plan shares on any of the proposals brought at the Annual Meeting.

If you own your shares through an account with a bank, broker, trustee or other intermediary, sometimes referred to as owning in “street name” . . .

Your intermediary will provide instructions on how to access proxy materials electronically, or send you printed copies of the proxy materials if you so elect. You are entitled to direct the intermediary how to vote your shares by following the voting instructions it provides to you.

Voting in Person at the Meeting

Shareholders who hold shares directly with the Company may attend the meeting and vote in person, or may execute a proxy designating a representative to attend and vote on their behalf. If you do not hold your shares directly with us and they are instead held for you in a brokerage, bank or other institutional account, you may attend and vote in person if you obtain a proxy from that institution in advance of the meeting and bring it with you to hand in along with the ballot that will be provided.

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Revoking a Proxy or Voting Instructions

If you hold shares of Common Stock registered in your name, you may revoke your proxy:

 

•by filing a written notice of revocation with the Secretary of Danaher a written notice of revocation;

Danaher;
•if you submitted your proxy by telephone or via the Internet, by accessing those voting methods and following the instructions given for revoking a proxy;

•if you submitted a signed proxy card, by submitting a new proxy card with a later date (which will override your earlier proxy card); or

•by voting in person at the Annual Meeting.

If you hold your shares in “street name,” you must follow the directions provided by your bank, broker, trustee or other intermediary for revoking or modifying your voting instructions.

Voting Procedures

Each outstanding share of Danaher Common Stock entitles the holder to one vote on each directorship and other matter brought before the Annual Meeting. Your shares will be voted in accordance with your instructions. The Board has selected Steven M. Rales, Mitchell P. Rales, Brian W. Ellis and James F. O’Reilly, or any of them, to act as proxies with full power of substitution. All votes will be counted by the inspector of election appointed for the meeting.

In addition, if you have returned a signed proxy card or submitted voting instructions by telephone or online, the proxy holders will have, and intend to exercise, discretion to vote your shares (other than shares held in the Savings Plans) in accordance with their best judgment on any matters not identified in this Proxy Statement that are properly brought to a vote at the Annual Meeting. At present we do not know of any such additional matters.

If your shares are registered in your name and you sign and return a proxy card or vote by telephone or online but do not give voting instructions on a particular matter, the proxy holders will be authorized to vote your shares on that matter in accordance with the Board’s recommendation. If you hold your shares through an account with a bank, broker, trustee or other intermediary and do not give voting instructions on a matter, we expect that under the rules of the New York Stock Exchange the bank, broker, trustee or other intermediary will be permitted to vote in its discretion only on Proposal 2 and will not be permitted to vote on any of the other Proposals, resulting in a so-called “broker non-vote.” The impact of abstentions and broker non-votes on the overall vote is shown in the following table. Broker non-votes will not affect the attainment of a quorum since the bank, broker, trustee or other intermediary has discretion to vote on Proposal 2 and these votes will be counted toward establishing a quorum.

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Votes Required and Effect of Abstentions and Broker Non-Votes

MatterRequired VoteImpact of AbstentionsImpact of Broker Non-Votes
PROPOSAL 1 – ELECTION OF DIRECTORS (PAGE 14)Votes cast FOR a nominee must exceed number of votes cast AGAINST that nominee.Not counted as votes cast; no impact on outcome.Not counted as votes cast; no impact on outcome.
PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 38)Approval by a majority of shares of Danaher Common Stock entitles the holder to one vote on each directorshiprepresented in person or by proxy and other matter brought before the Annual Meeting. Your shares will be voted in accordance with your instructions. The Board has selected Steven Rales, Mitchell Rales, Brian Ellis and James O’Reilly to act as proxies with full power of substitution. All votes will be counted by the inspector of election appointed for the meeting.

In addition, if you have returned a signed proxy card or submitted voting instructions by telephone or online, the proxy holders will have, and intend to exercise, discretion to vote your shares (other than shares held in the Savings Plans) in accordance with their best judgment on any matters not identified in this Proxy Statement that are properly brought to a vote at the Annual Meeting. At present we do not know of any such additional matters.

If your shares are registered in your name and you sign and return a proxy card or vote by telephone or online but do not give voting instructions on a particular matter, the proxy holders will be authorized to vote your shares on that matter in accordance with the Board’s recommendation. If you hold your shares through an account with a bank, broker, trustee or other intermediary and do not give voting instructions on a matter, under the rules of the New York Stock Exchange the bank, broker, trustee or other intermediary is permitted to vote in its discretion only on Proposal 2 and is not permittedentitled to vote on anythe proposal.

Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST.Not applicable.
PROPOSAL 3 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (PAGE 79)Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal.Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST.Not counted as shares of Danaher Common stock represented in person or by proxy and entitled to vote on the proposal; no impact on outcome.
PROPOSAL 4 – ADVISORY VOTE RELATING TO THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION (PAGE 81)Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal. If none of the other Proposals, resultingfrequency options receive votes from a majority of the shares represented in aso-called “brokernon-vote.” The impact of abstentionsperson or by proxy and brokernon-votesentitled to vote on the overall vote is shownproposal (with abstentions being included in the following table. Brokernon-votesdenominator of this calculation), the frequency option receiving the greatest number of votes cast in this advisory vote will be considered the frequency recommended by Danaher’s shareholders.Abstentions will not affect the attainmentdetermination as to which frequency option is recommended by the shareholders.Not counted as shares of a quorum since the bank, broker, trusteeDanaher Common stock represented in person or other intermediary has discretionby proxy and entitled to vote on Proposal 2the proposal; no impact on outcome.
PROPOSAL 5 – SHAREHOLDER PROPOSAL (PAGE 82)Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and theseentitled to vote on the proposal.Counted for purposes of determining minimum number of affirmative votes will berequired for approval; impact is the same as a vote AGAINST.Not counted toward establishing a quorum.

DANAHER2018 PROXY STATEMENT      57
as shares of Danaher Common stock represented in person or by proxy and entitled to vote on the proposal; no impact on outcome.

  General Information About the Annual Meeting

Votes required and effect of abstentions and brokernon-votes

  MATTERREQUIRED VOTEIMPACT OF ABSTENTIONS

IMPACT OF BROKER

NON-VOTES

Proposal 1: Election of directors

Votes cast FOR a nominee must exceed number of votes cast AGAINST that nominee.Not counted as votes cast; no impact on outcome.Not counted as votes cast; no impact on outcome.

Proposal 2: Ratification of appointment of Ernst & Young LLP to serve as independent auditor for 2018

Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal.Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST.Not applicable.

Proposal 3: Advisory vote to approve named executive officer compensation

PROPOSAL 6 – SHAREHOLDER PROPOSAL (PAGE 84) Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal. Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST. Not counted as shares of Danaher Common stock represented in person or by proxy and entitled to vote on the proposal; no impact on outcome.

Proposal 4: Shareholder proposal

Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal.Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST.Not counted as shares of Danaher Common stock represented in person or by proxy and entitled to vote on the proposal; no impact on outcome.

Information About Proxy Solicitation

The proxies being solicited hereby are being solicited by Danaher’s Board. Employees of Danaher may solicit proxies on behalf of the Board of Directors by mail, email, in person and by telephone. These employees will not receive any additional compensation for these activities. Danaher will bear the cost of soliciting proxies and will reimburse banks, brokers, trustees and other intermediaries for their reasonable

Information About Proxy Solicitation

The proxies being solicited hereby are being solicited by Danaher’s Board. Employees of Danaher may solicit proxies on behalf of the Board of Directors by mail, email, in person and by telephone. These employees will not receive any additional compensation for these activities. Danaher will bear the cost of soliciting proxies and will reimburse banks, brokers, trustees and other intermediaries for their reasonable out-of-pocket expenses for forwarding proxy materials to shareholders. We have retained Broadridge Financial Services, Inc. to aid in distributing proxy materials and the solicitation of proxies. For these services, we expect to pay Broadridge a fee of less than $15,000 and reimburse it for certain out-of-pocket expenses for forwarding proxy materials to shareholders. We have retained Georgeson Shareholder Communications, Inc. to aid in distributing proxy materials and the solicitation of proxies. For these services, we expect to pay Georgeson a fee of less than $15,000 and reimburse it for certainout-of-pocket disbursements and expenses.

Eliminating Duplicate Mailings

Danaher has adopted the “householding” procedure approved by the SEC, which allows us to deliver one set of documents to a household of shareholders instead of delivering a set to each shareholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendly and cost-effective because it reduces the number of copies to be printed and mailed. Shareholders who receive proxy materials in paper form will continue to receive separate proxy cards/voting instruction forms to vote their shares. Shareholders who receive the Notice of Internet Availability will receive instructions on submitting their proxy cards/voting instruction form via the Internet.

If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact Computershare at800-568-3476. We will promptly deliver the proxy materials to you upon receipt of your request. If you own your shares in “street name,” please contact your broker, bank, trustee or other intermediary to make your request.

If you receive more than one proxy card/voting instruction form, your shares probably are registered in more than one account or you may hold shares both as a registered shareholder and through one of the Savings Plans. You should vote each proxy card/voting instruction form you receive.

 

Eliminating Duplicate Mailings

Danaher has adopted the “householding” procedure approved by the SEC, which allows us to deliver one set of documents to a household of shareholders instead of delivering a set to each shareholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendly and cost-effective because it reduces the number of copies to be printed and mailed. Shareholders who receive proxy materials in paper form will continue to receive separate proxy cards/voting instruction forms to vote their shares. Shareholders who receive the Notice of Internet Availability will receive instructions on submitting their proxy cards/voting instruction form via the Internet.

2023 PROXY STATEMENT89
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If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact our transfer agent at 800-568-3476. We will promptly deliver the proxy materials to you upon receipt of your request. If you own your shares in “street name,” please contact your broker, bank, trustee or other intermediary to make your request.

If you receive more than one proxy card/voting instruction form, your shares probably are registered in more than one account or you may hold shares both as a registered shareholder and through one of the Savings Plans. You should vote each proxy card/voting instruction form you receive.

2023 PROXY STATEMENT90
58     DANAHER2018 PROXY STATEMENT 

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OTHER INFORMATION

Information Relating to Forward-Looking Statements

Certain statements included in this Proxy Statement are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding strategic plans and plans for growth, innovation and future operations; financial or operating targets or projections; projected cost savings; future capital allocation, acquisitions and the integration thereof; plans and strategies relating to corporate governance, executive compensation and corporate social responsibility; the goals, objectives and anticipated benefits of our executive compensation program; the tax impact of executive or equity compensation; the effect of an event of termination orchange-of-control; risk assessments and risk mitigation efforts; anticipated commercial activity; anticipated benefits of certain related person transactions; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth under “Item 1A. Risk Factors” in our Annual Report on Form10-K for the year ended December 31, 2017.

OTHER INFORMATION

Information Relating to Forward-Looking Statements

Certain statements included in this Proxy Statement are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding strategic plans and plans for growth, innovation and future operations; financial or operating targets or projections; future capital allocation, acquisitions and the integration thereof; plans and strategies relating to corporate governance, executive compensation, director compensation and sustainability; the goals, objectives and anticipated benefits of our executive compensation and director compensation programs (including Company and individual performance goals and targets); the tax impact of executive or equity compensation; political contributions; the effect of an event of termination or change-of-control; Board oversight of strategy and risk; risk mitigation efforts; the expected roles and responsibilities of the Board’s committees; plans with respect to shareholder engagement and alignment, Board recruitment, selection and refreshment; the Board’s intention to increase the percentage of gender-diverse directors on the Board to at or greater than 30%; the anticipated benefits to the Company of particular director skills and attributes; anticipated commercial activity; anticipated benefits of certain related person transactions; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth under “Item 1A. Risk Factors” in the accompanying Annual Report on Form 10-K for the year ended December 31, 2022. Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements included in this Proxy Statement speak only as of the date of this Proxy Statement. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

Website Disclosure

We may provide disclosure in the “Investor – Corporate Governance” section of our corporate website, http://www.danaher.com, of any of the following: (1) the identity of the presiding director at meetings ofnon-management or independent directors, or the method of selecting the presiding director if such director changes from meeting to meeting; (2) the method for interested parties to communicate directly with the Board or with individual directors, the Lead Independent Director or thenon-management or independent directors as a group; (3) the identity of any member of Danaher’s Audit Committee who also serves on the audit committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on Danaher’s Audit Committee; and (4) contributions by Danaher to a tax exempt organization in which anynon-management or independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues. We also intend to disclose any amendment to the Standards of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of RegulationS-K under the Securities Exchange Act, and any waiver from a provision of the Standards of Conduct granted to any of our directors, principal executive officer, principal financial officer, principal accounting officer, or any other executive officer, in the “Investor – Corporate Governance” section of our corporate website, http://www.danaher.com, within four business days following the date of such amendment or waiver.

Communications with the Board of Directors

Shareholders and other parties interested in communicating directly with the Board or with individual directors, the Lead Independent Director or thenon-management or independent directors as a group may do so by addressing communications to the Board of Directors, to the specified individual director or to thenon-management or independent directors, as applicable, c/o Corporate Secretary, Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors andgreater-than-10% shareholders are required by SEC regulations to furnish us with copies of all reports they file pursuant to Section 16(a).

Based solely on a review of the copies of such reports furnished to us, or written representations from certain reporting persons that no other reports were required for those persons, we believe that, during the year ended December 31, 2017, all Section 16(a) filing requirements applicable to our officers, directors andgreater-than-10% shareholders were satisfied except that due to the Company’s

 

Website Disclosure

We may provide disclosure in the “Investor – Corporate Governance” section of our corporate website, http://www.danaher.com, of any of the following: (1) the identity of the presiding director at meetings of non-management or independent directors, or the method of selecting the presiding director if such director changes from meeting to meeting; (2) the method for interested parties to communicate directly with the Board or with individual directors, the Lead Independent Director or the non-management or independent directors as a group; (3) the identity of any member of Danaher’s Audit Committee who also serves on the audit committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on Danaher’s Audit Committee; and (4) contributions by Danaher to a tax exempt organization in which any non-management or independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues. We also intend to disclose any amendment to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K under the Exchange Act, and any waiver from a provision of the Code of Conduct granted to any of our directors, principal executive officer, principal financial officer, principal accounting officer, or any other executive officer, in the “Investor – Corporate Governance” section of our corporate website, http://www.danaher.com, within four business days following the date of such amendment or waiver.

Information contained on or connected to any of the websites referenced in this Proxy Statement is not incorporated by reference into this Proxy Statement and should not be considered a part of this Proxy Statement or any other filing that we make with the U.S. Securities and Exchange Commission.

2023 PROXY STATEMENT91
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DANAHER2018 PROXY STATEMENT      59

  Other Information

administrative error, Brian W. Ellis failed to report on a Form 4 the award of certain performance-based RSUs, which filing requirement was triggered by the Compensation Committee’s certification of the satisfaction of the award’s performance criteria. Mr. Ellis’ award was subsequently reported on a Form 4.

Annual Report on Form10-K for 2017

Danaher will provide, without charge, a copy of the Danaher Annual Report on Form10-K for 2017 filed with the SEC to any shareholder upon request directed to: Investor Relations, Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C., 20037-1701 or by email to: investor.relations@danaher.com.

Shareholder Proposals and Nominations for 2019 Annual Meeting

A shareholder who wishes to include a proposal in Danaher’s proxy statement for the 2019 Annual Meeting of shareholders pursuant to Rule14a-8 under the Securities Exchange Act must submit the proposal in writing to Danaher’s Corporate Secretary at Danaher’s principal executive offices, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701, for receipt no later than November 28, 2018 in order to be considered for inclusion.

In order to be properly brought before the 2019 Annual Meeting, a shareholder’s notice of nomination of one or more director candidates to be included in the Company’s proxy statement pursuant to Article II, Section 11 of our Bylaws (a “proxy access nomination”) must be received by Danaher’s Corporate Secretary at the above address no earlier than October 29, 2018 and no later than November 28, 2018. If the date of the 2019 Annual Meeting is more than 30 days before or after the anniversary of the previous year’s annual meeting, notice by the shareholder to be timely must be so received not later than the later of the 120th day prior to such annual meeting or the 10th day following the day on which public disclosure of the date of such meeting is first made.

Shareholders intending to present a proposal at the 2019 Annual Meeting without having it included in the Company’s proxy statement, or making a nomination of one or more director candidates without having such candidates included in the Company’s proxy statement, must comply with the advance notice requirements set forth in the Company’s Bylaws. If a shareholder fails to provide timely notice of a proposal to be presented at the 2019 Annual Meeting, the proxies provided to Danaher’s Board will have discretionary authority to vote on any such proposal which may properly come before the meeting. In order to comply with the advance notice requirements set forth in the Company’s Bylaws, appropriate notice would need to be provided to Danaher’s Secretary at the address noted above no earlier than December 28, 2018 and no later than January 27, 2019. If the date of the 2019 Annual Meeting is more than 30 days before or after the anniversary of the previous year’s annual meeting, notice by the shareholder to be timely must be so received not later than the later of the 90th day prior to such annual meeting or the 10th

Communications with the Board of Directors

Shareholders and other parties interested in communicating directly with the Board or with individual directors, the Lead Independent Director or the non-management or independent directors as a group may do so by addressing communications to the Board of Directors, to the specified individual director or to the non-management or independent directors, as applicable, c/o Corporate Secretary, Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater-than-10% shareholders are required by SEC regulations to furnish us with copies of all reports they file pursuant to Section 16(a).

Based solely on a review of the copies of such reports furnished to us, or written representations from certain reporting persons that no other reports were required for those persons, we believe that, during the year ended December 31, 2022, all Section 16(a) filing requirements applicable to our officers, directors and greater-than-10% shareholders were satisfied, except that (1) Christopher Bouda failed to file on a timely basis sixteen Form 4s (each pertaining to a bi-weekly salary deferral into the Danaher stock fund in Danaher’s deferred compensation program), and (2) Jennifer Honeycutt failed to file on a timely basis one Form 4 relating to one transaction involving the sale of shares of Danaher common stock. All such transactions were subsequently reported on Form 4s.

Annual Report on Form 10-K for 2022

Danaher will provide, without charge, a copy of the Danaher Annual Report on Form 10-K for 2022 filed with the SEC to any shareholder upon request directed to: Investor Relations, Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C., 20037-1701 or by email to: investor.relations@danaher.com.

Shareholder Proposals and Nominations for 2024 Annual Meeting

A shareholder who wishes to include a proposal in Danaher’s proxy statement for the 2024 Annual Meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act must submit the proposal in writing to Danaher’s Corporate Secretary at Danaher’s principal executive offices, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701, for receipt no later than November 29, 2023 in order to be considered for inclusion.

In order to be properly brought before the 2024 Annual Meeting, a shareholder’s notice of nomination of one or more director candidates to be included in the Company’s proxy statement pursuant to Article II, Section 11 of our Bylaws (a “proxy access nomination”) must be received by Danaher’s Corporate Secretary at the above address no earlier than October 30, 2023 and no later than November 29, 2023. If the date of the 2024 Annual Meeting is more than 30 days before or after the anniversary of the previous year’s annual meeting, notice by the shareholder to be timely must be so received not later than the later of the 120th day prior to such annual meeting or the 10th day following the day on which public disclosure of the date of such meeting is first made.

Shareholders intending to present a proposal at the 2024 Annual Meeting without having it included in the Company’s proxy statement, or making a nomination of one or more director candidates without having such candidates included in the Company’s proxy statement, must comply with the advance notice requirements set forth in the Company’s Bylaws, including providing the information required by Rule 14a-19. If a shareholder fails to provide timely notice of a proposal to be presented at the 2024 Annual Meeting, the proxies provided to Danaher’s Board will have discretionary authority to vote on any such proposal which may properly come before the meeting. In order to comply with the advance notice requirements set forth in the Company’s Bylaws, appropriate notice would need to be provided to Danaher’s Secretary at the address noted above no earlier than December 29, 2023 and no later than January 28, 2024. If the date of the 2024 Annual Meeting is more than 30 days before or after the anniversary of the previous year’s annual meeting, notice by the shareholder to be timely must be so received not later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever mailing or disclosure first occurs.

BY ORDER OF THE BOARD OF DIRECTORS

JAMES F. O’REILLY

Vice President, AssociateDeputy General Counsel and Secretary

Dated: March 28, 2018

29, 2023
60     DANAHER2018 PROXY STATEMENT  

2023 PROXY STATEMENT92

Appendix A

RECONCILIATION OF GAAP TONON-GAAP FINANCIAL MEASURES

As described in more detail in the Compensation Discussion and Analysis section of the Company’s 2018 Proxy Statement, the 2017 annual cash incentive awards paid

Back to the Company’s named executive officers were based in part on the Company’s 2017Contents

APPENDIX A

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

As described in more detail in the Compensation Discussion and Analysis section of the Company’s 2023 Proxy Statement, the 2022 annual cash incentive awards paid to the Company’s named executive officers were based in part on the Company’s 2022 performance with respect to three metrics, Adjusted EPS, Free Cash Flow Ratio and Core Revenue Growth. Each of these metrics is a non-GAAP financial measure. Set forth below are reconciliations of each of these metrics to the comparable GAAP financial measure, based on the Company’s actual 2022 performance.

RECONCILIATION OF 2022 ADJUSTED DILUTED EARNINGS PER SHARE (ADJUSTED EPS)

($ in millions, except per-share amounts) Net Income  Diluted Net Earnings
Per Share		 
2022 Net Income from Continuing Operations (for the Calculation of Diluted Net Earnings Per Common Share) or Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (GAAP)     $7,123      $9.66 
Amortization of acquisition-related intangible assets  1,484   1.99 
Fair value net losses on investments  271   0.36 
Separation costs  9   0.01 
Impairments and other charges  52   0.07 
Loss on partial settlement of a defined benefit plan  10   0.01 
Tax effect of the above adjustments  (366)  (0.48)
Discrete tax adjustments  (504)  (0.68)
Impact of MCPS securities on an “as converted” basis  86   – 
Rounding  –   0.01 
2022 Adjusted Net Income or Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (non-GAAP) (as disclosed in the Current Report on Form 8-K furnished by the Company on January 24, 2023)  8,165   10.95 
Acquisition-related gains and losses, including related after-tax operating profit and transaction costs.  18   0.02 
2022 Adjusted Net Income or Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (as calculated in accordance with the Company Payout Percentage formula pursuant to the Company’s 2022 executive cash incentive compensation program) (non-GAAP) $8,183  $10.97 

2023 PROXY STATEMENT93
Back to three metrics, Adjusted EPS, Free Cash Flow Ratio and ROIC. Each of these metrics is anon-GAAP financial measure. Set forth below are reconciliations of each of these metrics to the comparable GAAP financial measure, based on the Company’s actual 2017 performance.

Reconciliation of 2017 Adjusted Diluted Earnings Per Share (Adjusted EPS)

($ in millions, exceptper-share amounts)

   NET INCOME DILUTED EARNINGS  
PER SHARE

  2017 Net Income or Diluted Earnings Per Share, as applicable (GAAP)

   $2,492.1  $3.53

Impairment of intangible assets

    32.8   0.04

Discontinued operations

    (22.3)   (0.03)

Gain on sale of marketable equity securities

    (45.5)   (0.06)

Acquisition-related matters, including transaction costs, fair-value adjustments for acquired inventory and deferred revenue and acquisition-related gains (losses)

    16.1   0.02

Discrete income tax benefits

    (146.0)   (0.21)

Amortization charges

    523.5   0.74
   

 

 

   

 

 

 

  2017 Adjusted Net Income or Adjusted Diluted Earnings Per Share, as applicable(non-GAAP)

   $2,850.7  $4.03
   

 

 

   

 

 

 

“Adjusted Diluted Earnings Per Share” or “Adjusted EPS” means fully diluted earnings per share from continuing operations for the year ended December 31, 2017 as determined pursuant to GAAP, but excluding the Adjustment Items, and “Adjusted Net Income” means the Company’s net income from continuing operations for the year ended December 31, 2017 as determined pursuant to GAAP, but excluding the Adjustment Items. The Adjustment Items are defined as (1) unusual or infrequently occurring items in accordance with GAAP, (2) the impact of any change in accounting principles that occurs during the performance period and the cumulative effect thereof (the Committee may either apply the changed accounting principle to the performance period, or exclude the impact of the change in accounting principle from the period), (3) goodwill and other intangible impairment charges, (4) gains or charges associated with (i) a business becoming a discontinued operation, (ii) the sale or divestiture (in any manner) of any interest in a business or (iii) the obtaining or losing control of a business, as well as the gains or charges associated with the operation of any business (a) that during 2017 became or becomes a discontinued operation, (b) as to which control is or was lost in 2017, or (c) as to which the Company divested or divests its interest in 2017, (5) gains or charges related to the sale or impairment of assets, (6)(i) all transaction costs directly related to the acquisition of any whole or partial interest in a business, (ii) all restructuring charges directly related to any business as to which the Company acquired a whole or partial interest and incurred within two years of the acquisition date, (iii) all charges and gains arising from the resolution of contingent liabilities related to any business as to which the Company acquired a whole or partial interest and identified as of the acquisition date, (iv) all other charges directly related to the acquisition of any whole or partial interest in a business and incurred within two years of the acquisition date, and (v) all gains and charges associated with any business as to which the Company acquired a whole or partial interest on or after January 1, 2017, (7) the impact of any discrete income tax charges or benefits recorded in the performance period if such charges in aggregate exceed $10 million during such period, and (8) allnon-cash amortization charges; provided, that with respect to the gains and charges referred to in sections (3), (4), (5), (6)(iii) and (6)(iv), only gains or charges that individually or as part of a series of related items exceed $10 million during the performance period are excluded.

Reconciliation of 2017 Return on Invested Capital

($ in millions)Contents

RECONCILIATION OF 2022 ADJUSTED FREE CASH FLOW TO ADJUSTED NET INCOME RATIO (FREE CASH FLOW RATIO)

($ in millions)                                                  
Total cash provided by operating activities from continuing operations (GAAP) $ 8,519  
Total cash used in investing activities from continuing operations (GAAP) $   (2,234) 
Total cash used in financing activities from continuing operations (GAAP) $(2,570) 
Total cash provided by operating activities from continuing operations (GAAP) $8,519  
Purchases of property, plant and equipment $(1,152) 
Sales of property, plant and equipment  9  
Cash flow impact of Adjustment Items  18  
Adjusted Free Cash Flow (non-GAAP) $7,394  
Total cash provided by operating activities from continuing operations (GAAP) $8,519  
Net earnings from continuing operations (GAAP) $7,209  
Operating cash flow from continuing operations to net earnings from continuing operations conversion ratio  118.2% 
Adjusted Free Cash Flow (non-GAAP) $7,394  
Adjusted Net Income (non-GAAP) $8,183  
Adjusted Free Cash Flow to Adjusted Net Income Ratio (non-GAAP)  90.4% 

RECONCILIATION OF 2022 CORE REVENUE GROWTH

 

  Adjusted Net Income(non-GAAP)

$    2,850.7

After-tax interest expense

         122.6

  Adjusted Net Income excludingafter-tax interest expense(non-GAAP)

      2,973.3

  Adjusted Invested Capital(non-GAAP)

$  35,459.8

  2017 ROIC(non-GAAP)

8.38% (0.48% year-over-year  increase)

“ROIC” or “Return on Invested Capital” is defined as the quotient of (A) the Company’s Adjusted Net Income for the year ended December 31, 2017, excludingafter-tax interest expense, divided by (B) the average of thequarter-end balances for each fiscal quarter of 2017 of (a) the sum of (i) the Company’s GAAP total stockholders’ equity and (ii) the Company’s GAAP total short-term and long-term debt; less (b) the Company’s GAAP cash and cash equivalents; but excluding in all cases the impact of (x) any business as to

which the Company acquired, sold, divested or obtained or lost control of an interest after December 31, 2016 (related to the interest acquired, sold, divested or as to which control was obtained or lost), and (y) all Adjustment Items (“Adjusted Invested Capital”). 2017 Adjusted Invested Capital is calculated below:

2017 Adjusted Invested Capital

($ in millions)

   Q1-2017  Q2-2017  Q3-2017  Q4-2017  AVERAGE   

  Stockholders’ Equity (GAAP)

  $23,791.1  $24,595.2  $25,380.6  $26,367.8     

Short-term and long-term debt

   11,950.3   11,592.0   10,909.0   10,522.1     

Cash and cash equivalents

   (803.9)   (726.4)   (648.6)   (630.3)     

Cash paid for acquisitions

   (5.8)   (93.9)   (112.0)   (385.8)     

Proceeds from sales of investments

   -   -   -   137.9     

  Adjusted Invested Capital(non-GAAP)

  $34,931.7  $35,366.9  $35,529.0  $36,011.7  $35,459.8 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Reconciliation of 2017 Free CashFlow-to-Adjusted Net Income Ratio (Free Cash Flow Ratio)

($ in millions)

  Operating cash flow from continuing operations (GAAP)

  $3,477.8 

Purchases of property, plant and equipment

   (619.6) 

Sales of property, plant and equipment

   32.6 

Cash flow impact of Adjustment Items

   36.7 
  

 

 

 

  Free Cash Flow(non-GAAP)

   2,927.5 

  Adjusted Net Income(non-GAAP)

  $2,850.7 
  

 

 

 

  Free Cash Flow to Adjusted Net Income Ratio(non-GAAP)

   102.7% 
  

 

 

 

“Free CashFlow-to-Adjusted Net Income Ratio” or “Free Cash Flow Ratio” is defined as (A) the Company’s GAAP operating cash flow from continuing operations for the year ended December 31, 2017, less 2017 purchases of property, plant and equipment from continuing operations; but excluding the cash flow impact of any item that is excluded from Adjusted Net Income as a result of the Adjustment Items, divided by (B) the Company’s Adjusted Net Income.

LOGO

IMPORTANT ANNUAL MEETING INFORMATION    Electronic Voting Instructions

Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by Internet or telephone must be received by 11:59 p.m. Central time on May 7, 2018 for registered holders (1:00 a.m. Eastern time on May 4, 2018 for all Company Plan participants)

Vote by Internet

•  Go towww.envisionreports.com/DHR

•  Or scan the QR code with your smartphone

•  Follow the steps outlined on the secure website

Vote by telephone

•  Call toll free 1-800-652-VOTE (8683) within the USA, US territories &

Canada on a touch tone telephone

•  Follow the instructions provided by the recorded message

Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas.☒

LOGO

q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q

 A Proposals — The Board recommends a voteFOR all nominees,FOR Proposals 2 and 3 andAGAINST Proposal 4.
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1. Election of Directors:

ForAgainstAbstainForAgainstAbstainForAgainstAbstain
    01 - Donald J. Ehrlich☐☐☐05 - Walter G. Lohr, Jr.☐☐☐09 - Alan G. Spoon☐☐☐
    02 - Linda Hefner Filler☐☐☐06 -Mitchell P. Rales☐☐☐10 - Raymond C. Stevens, Ph.D.☐☐☐
    03 - Thomas P. Joyce, Jr.☐☐☐07 - Steven M. Rales☐☐☐11 - Elias A. Zerhouni, M.D.☐☐☐
    04 - Teri List-Stoll☐☐☐08 - John T. Schwieters☐☐☐

2. To ratify the selection of Ernst & Young LLP as Danaher’s independent registered public accounting firm for the year ending December 31, 2018.

ForAgainstAbstainForAgainstAbstain

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☐

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3. To approve on an advisory basis the Company’s named executive officer compensation.

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4. To act upon a shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%.

☐☐☐

 B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.

Signature 1 — Please keep signature within the box.

Signature 2 — Please keep signature within the box.

        /        /                2022 vs. 2021
Total sales growth (GAAP)                 7.0%
Less the impact of:  

IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.

1  U  P  X+
Acquisitions/divestitures (1.5%)

02S7LB

q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q

LOGO+
Currency exchange rates4.0%
Core revenue growth (non-GAAP)9.5%

 

Proxy — Danaher Corporation

2018 Annual Meeting of Shareholders

Proxy Solicited by Board of Directors for Annual Meeting — May 8, 2018

Steven M. Rales, Mitchell P. Rales, Brian W. Ellis and James F. O’Reilly, or any of them, each with the power of substitution, are hereby authorized
2023 PROXY STATEMENT94

Back to represent and vote the shares of Danaher Corporation held by the undersigned as the undersigned’s proxy, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Danaher Corporation to be held on May 8, 2018 or at any postponement or adjournment thereof.

The proxies shall vote subject to the directions indicated on the reverse side of this card, and the proxies are authorized to vote in their discretion upon other business as may properly come before the meeting and any adjournments or postponements thereof. The proxies will vote as the Board of Directors recommends where no such directions are indicated.

(Items to be voted appear on reverse side.)

Contents

 C 

Non-Voting Items


Back to Contents

Change of Address—Please print new address below.Meeting Attendance 
Back to Contents
Mark box to the right if you plan to attend the Annual Meeting.☐

Back to Contents
IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.+