Danaher Corp DEF 14A, filed Mar 25, 2026

Danaher Corp (DHR)

DEF 14A 2026-03-25 For: 2026-05-05

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Added on June 12, 2026

About this DEF 14A

Danaher Corp filed this DEF 14A on March 25, 2026.

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☐			Preliminary Proxy Statement


☐			Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))


☑			Definitive Proxy Statement


☐			Definitive Additional Materials


☐			Soliciting Material under §240.14a-12


Table of Contents

	Notice of 2026 Annual Meeting of Shareholders	3	Option Exercises and Stock Vested During Fiscal 2025	57
	Proxy Summary	4	Potential Payments Upon Termination or Change-of-Control as of 2025 Fiscal Year-End	57
	Proposal 1 - Election of Directors	11
	Director Nominees	11	2025 Non-Qualified Deferred Compensation	59
	Board Composition, Refreshment and Selection	15	Pay Versus Performance	60
	Corporate Governance	18	Pay Ratio Disclosure	63
	Corporate Governance Overview	18	Summary of Employment Agreements and Plans	64
	Board Leadership, Succession Planning and Management Oversight	18	Employment Agreements	64
			Omnibus Incentive Plan	64
	Board of Directors and Committees of the Board	21	Supplemental Retirement Program	65
	Shareholder Engagement and Alignment	24	Senior Leader Severance Pay Plan	66
	Sustainability at Danaher	26	Proposal 3 - Advisory Vote on Named Executive Officer Compensation	67
	Other Corporate Governance Matters	26
	Director Compensation	28	Proposal 4 - Approval of Amended and Restated Danaher Corporation Omnibus Incentive Plan	68
	Non-Management Director Compensation Program	28
	Director Summary Compensation Table	29	Proposed Amendments to the Omnibus Plan	68
	Director Independence and Related Person Transactions	31	Summary of the Plan (as proposed to be amended)	69
			Equity Compensation Plan Information	73
	Director Independence	31	General Information About the Annual Meeting	74
	Certain Relationships and Related Transactions	31	Purpose of the Meeting	74
	Beneficial Ownership of Danaher Common Stock by Directors, Officers, and Principal Shareholders	33	Who Can Vote	74
			Proxy Materials are Available on the Internet	74
	Proposal 2 - Ratification of Independent Registered Public Accounting Firm	35	Quorum for the Meeting	74
			Instructions for the Virtual Annual Meeting	74
	Audit Fees and All Other Fees	36	How to Vote	75
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors	36	Revoking a Proxy or Voting Instructions	75
			Voting Procedures	75
	Audit Committee Report	37	Information About Proxy Solicitation	76
	Compensation Discussion and Analysis	38	Eliminating Duplicate Mailings	76
	Executive Summary	38	Other Information	77
	Risk Considerations	41	Information Relating to Forward-Looking Statements	77
	Analysis of 2025 Named Executive Officer Compensation	42	Website Disclosure	77
			Communications with the Board of Directors	77
	Peer Group Compensation Analysis	47	Delinquent Section 16(a) Reports	77
	Named Executive Officer Compensation Framework	48	Annual Report on Form 10-K for 2025	78
	Other Compensation Policies and Information	48	Shareholder Proposals and Nominations for 2027 Annual Meeting	78
	Compensation Committee Report	51
	Compensation Tables and Information	52	Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures	79
	2025 Summary Compensation Table	52
	Grants of Plan-Based Awards for Fiscal 2025	54	Appendix B - Amended and Restated Danaher Corporation Omnibus Incentive Plan	81
	Outstanding Equity Awards at 2025 Fiscal Year-End	55

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 5, 2026. This Proxy Statement and the accompanying Annual Report are available free of charge at: https://materials.proxyvote.com/235851 or investors.danaher.com/annual-report-and-proxy


Table of Contents

2026 Annual Meeting of Shareholders			4
Voting Matters			4
Business Highlights			5
Corporate Governance Overview			6
Executive Compensation Highlights			9



Time and Date	Location	Record Date
3:00 p.m. Eastern time Tuesday, May 5, 2026	www.virtualshareholdermeeting.com/DHR2026	March 6, 2026


	We actively seek and highly value feedback from our shareholders. During 2025, in addition to our traditional Investor Relations outreach efforts, we contacted shareholders holding approximately 50% of our shares for engagement and engaged with shareholders representing approximately 20% of our shares. Attendees included members of our senior management and, in some cases, members of our Board of Directors. We shared feedback received during these meetings with the applicable Board committees, informing their decision-making.

Topics covered included:
•Business Strategy		•Executive Compensation
•Financial Performance		•Sustainability
•Governance



98% Overall attendance at Board and Committee Meetings	10 director nominees attended 100% of Board and Committee Meetings	There were 6 Board Meetings in 2025


						Change in
						Pension Value
						and Nonqualified
					Non-Equity	Deferred
			Stock	Option	Incentive Plan	Compensation	All Other
Name and	Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Principal Position	($)	($)	($)	($)	($)	($)	($)	($)
Rainer M. Blair,	1,400,000	0	9,292,370	8,386,657	4,194,400	0	521,853	23,795,280
President and CEO
Matthew R. McGrew,	1,005,330	0	2,519,058	2,273,537	1,882,480	0	287,114	7,967,519
Executive Vice President and CFO
Christopher P. Riley,	848,000	0	4,425,309	4,294,467	1,587,880	0	100,192	11,255,848
Executive Vice President
Julie Sawyer Montgomery,	848,000	0	4,425,309	4,294,467	1,587,880	0	139,623	11,295,279
Executive Vice President
Jose-Carlos Gutierrez-Ramos,	888,460	0	1,959,422	1,768,323	1,530,550	0	97,016	6,243,771
Senior Vice President and Chief Science Officer



Rainer M. Blair (Age 61)		Director Since:	Other Public Directorships:
Chief Executive Officer		2020	Nestlé
Mr. Blair has served as Danaher’s President and Chief Executive Officer since September 2020. Since joining Danaher in 2010, Mr. Blair has served in a series of progressively more responsible general management positions (and as a Danaher officer since 2014), including as Vice President - Group Executive from March 2014 until January 2017 and as Executive Vice President from January 2017 until September 2020. Mr. Blair’s broad operating and functional experience across diverse end-markets and geographies, in-depth knowledge of Danaher’s businesses and of the Danaher Business System and leadership experience from his service in the U.S. Army are particularly valuable to the Board given the global, diverse nature of Danaher’s portfolio. In addition, Mr. Blair adds deep multi-cultural experience having lived and worked on three continents.
Skills and Qualifications:			Committees:
Global/International Life Sciences Diagnostics	Product Innovation M&A Public Company CEO and/or President		•Executive •Finance •Science & Technology


Feroz Dewan (Age 49)		Director Since:	Other Public Directorships:
Independent		2022	None
Mr. Dewan has served as the Chief Executive Officer of Arena Holdings Management LLC, an investment holding company, since 2016. Previously, Mr. Dewan served in a series of positions with Tiger Global Management, an investment firm, from 2003 to 2015, including most recently as Head of Public Equities. He also served as a Private Equity Associate at Silver Lake Partners, a private equity firm focused on leveraged buyout and growth capital investments in technology, technology-enabled and related industries, from 2002 to 2003. Within the past five years, Mr. Dewan served on the board of directors of Fortive Corporation. Mr. Dewan’s qualifications to sit on the Board include, among other factors, extensive experience in the technology industry and with technology-related companies, including extensive experience in valuation, investments and acquisitions, financial reporting, risk management, corporate governance, capital allocation, and operational oversight.
Skills and Qualifications:			Committees:
Global/International Digital/AI Technology M&A	Accounting Finance		•Finance •Nominating & Governance •Science & Technology


Linda Filler (Age 66)		Director Since:	Other Public Directorships:
Independent		2005	The Carlyle Group Veralto Corporation
Ms. Filler retired as President of Retail Products, Chief Marketing Officer and Chief Merchandising Officer at Walgreen Co., a retail pharmacy company, in April 2017. Prior to Walgreen Co., Ms. Filler served as President, North America of Claire’s Stores, Inc., a specialty retailer, in Executive Vice President roles at Walmart Inc., a retail and wholesale operations company, and at Kraft Foods, Inc., a food and beverage manufacturing and processing company. Prior to Kraft Foods, Inc., Ms. Filler served for a number of years at Hanesbrands Inc., a multinational clothing company, including Chief Executive Officer roles for its largest branded apparel businesses. Ms. Filler has served in senior management roles with leading retail and consumer goods companies, with general management responsibilities and responsibilities in the areas of marketing, branding and merchandising. Understanding and responding to the needs of our customers is fundamental to Danaher’s business strategy, and Ms. Filler’s keen marketing and branding insights have been a valuable resource to Danaher’s Board. Her prior leadership experiences with large public companies have given her valuable perspective for matters of global portfolio strategy and capital allocation as well as global business practices.
Skills and Qualifications:			Committees:
Global/International Product Innovation M&A	Public Company CEO and/or President Branding/Marketing		•Nominating & Governance (Chair) •Science & Technology


Charles W. Lamanna (Age 38)		Director Since:	Other Public Directorships:
Independent		2025	None
Since first joining Microsoft Corporation, a technology company, in 2009, Mr. Lamanna has served in a series of progressively more responsible positions with the company. He currently serves as Executive Vice President, Agents and Business Apps at Microsoft, where he drives product innovation in artificial intelligence ("AI")-powered business applications, low-code platforms, and autonomous agents. He oversees the design, product development, and engineering of some of Microsoft’s most transformative technologies, including Business Apps and Agents and the Office 365 Services and Copilot platforms. Mr. Lamanna led pivotal work in advancing Microsoft Copilot, transforming AI from concept into real-world tools that enable millions to work more efficiently. Prior to that, he played a key role in developing Microsoft Azure’s infrastructure, leading engineering teams behind key services that helped establish Azure as a leading cloud platform. From 2012-2013, he was the founder and CEO of MetricsHub, one of the first public cloud management solutions, which Microsoft acquired in 2013. Mr. Lamanna’s extensive leadership experience in AI and his insights into the application of AI to business processes are a valuable resource for Danaher’s Board, given the potential impact of AI on the life sciences and healthcare sectors.
Skills and Qualifications:			Committees:
Global/International Product Innovation	Digital/AI Technology		•Science & Technology


Teri L. List (Age 63)		Director Since:	Other Public Directorships:
Independent		2011	Microsoft Corporation Visa Inc. lululemon athletica inc.
Ms. List served as Executive Vice President and Chief Financial Officer of Gap Inc., a global clothing retailer, from January 2017 until March 2020. Prior to joining Gap, she served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from August 2015 to August 2016, and with Kraft Foods Group, Inc., a food and beverage company, as Advisor from March 2015 to May 2015, as Executive Vice President and Chief Financial Officer from December 2013 to February 2015 and as Senior Vice President of Finance from September 2013 to December 2013. From 1994 to September 2013, Ms. List served in a series of progressively more responsible positions in the accounting and finance organization of The Procter & Gamble Company, a consumer goods company, most recently as Senior Vice President and Treasurer. Prior to joining Procter & Gamble, Ms. List was employed by the accounting firm of Deloitte & Touche for almost ten years. Within the past five years, Ms. List served on the board of directors of Oscar Health, Inc. and DoubleVerify Holdings, Inc. Ms. List is a highly accomplished executive with decades of financial and leadership experience. Her background dealing with complex finance and accounting matters across multiple industries enables her to provide the Board with perspectives and expertise on risk management, strategic planning, and financial oversight. In addition, having served as the Chief Financial Officer of large publicly-traded companies, and through her board and committee memberships, she has extensive experience in corporate finance and accounting, financial reporting and internal controls, human resources and compensation, which contributes to her service on our Audit and Compensation Committees. Ms. List also has prior executive experience overseeing information technology and cybersecurity functions, which helps inform the Audit Committee's oversight of the Company' risks in these areas. Given Ms. List's extensive experience as a Chief Financial Officer, her proficiency in accounting, her knowledge of and dedication to Danaher and her retirement from full-time employment, our Board has determined that Ms. List's simultaneous service on the audit committees of more than three public companies does not impair her ability to effectively serve on our Audit Committee. In 2025, Ms. List attended all of the meetings of the Danaher Board and of the committees on which she served.
Skills and Qualifications:			Committees:
Global/International Digital/AI Technology M&A	Accounting Finance		•Audit •Compensation (Chair)


Mitchell P. Rales (Age 69)		Director Since:	Other Public Directorships:
Chairman of the Executive Committee		1983	ESAB Corporation
Mr. Rales is a co-founder of Danaher and has served as Chairman of the Executive Committee of Danaher since 1984. He was also President of the Company from 1984 to 1990. Mr. Rales is a brother of Steven M. Rales. Within the past five years, Mr. Rales served on the board of directors of Fortive Corporation and Enovis Corporation. The strategic vision and leadership of Mr. Rales and his brother, Steven Rales, helped create the Danaher Business System and have guided Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Danaher, he is well-positioned to understand, articulate and advocate for the rights and interests of the Company’s shareholders.
Skills and Qualifications:			Committees:
Global/International M&A	Public Company CEO and/or President Finance		•Executive (Chair) •Finance (Chair)


Steven M. Rales (Age 74)		Director Since:	Other Public Directorships:
Chairman of the Board		1983	None
Mr. Rales is a co-founder of Danaher and has served as Danaher’s Chairman of the Board since 1984. He was also CEO of the Company from 1984 to 1990. Mr. Rales is a brother of Mitchell P. Rales. Within the past five years, Mr. Rales served on the board of directors of Fortive Corporation. The strategic vision and leadership of Mr. Rales and his brother, Mitchell Rales, helped create the Danaher Business System and have guided Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Danaher, he is well-positioned to understand, articulate and advocate for the rights and interests of the Company’s shareholders.
Skills and Qualifications:			Committees:
Global/International M&A	Public Company CEO and/or President Finance		•Executive •Finance •Science & Technology


A. Shane Sanders (Age 63)		Director Since:	Other Public Directorships:
Independent		2021	Commvault
Mr. Sanders served in a series of progressively more responsible leadership positions with Verizon Communications Inc., a telecommunications company, from 1997 until December 2022, including most recently as Senior Vice President of Business Transformation from March 2020 to December 2022 and as Senior Vice President of Corporate Finance from 2015 to March 2020. Alongside Verizon’s Chief Security Officer, Mr. Sanders led the implementation of the Verizon Enterprise Security Council which focused on cybersecurity and IT security risk management. Prior to joining Verizon, Mr. Sanders served in various finance roles at Hallmark Cards, Inc., a retailer of greeting cards and gifts, and Safelite Group, Inc., a provider of vehicle glass repair, and began his career at Grant Thornton, an audit, tax and advisory firm, in 1984. Mr. Sanders’ leadership experiences in Verizon’s accounting and finance organization spanned a range of functional areas, including financial planning and analysis, risk management, audit and public reporting and compliance. His broad and deep experience in a large, dynamic organization gives him a keen understanding of the range of finance and accounting matters and judgments Danaher encounters. Mr. Sanders’ experience overseeing IT security management and incident response informs our Audit Committee’s oversight of those functions. In addition, his business transformation experience offers valuable perspectives as Danaher continues to grow and evolve its portfolio of businesses.
Skills and Qualifications:			Committees:
Global/International Digital/AI Technology M&A	Accounting Finance		•Audit (Chair) •Nominating & Governance


Raymond C. Stevens, PH.D. (Age 62)		Director Since:	Other Public Directorships:
Independent		2017	Structure Therapeutics
Professor Stevens has served as Chief Executive Officer, and as a director, of Structure Therapeutics (formerly known as ShouTi), a biotechnology company, since May 2019. He also served as Provost Professor of Biological Sciences and Chemistry, and Founder and Director of The Bridge Institute, at the University of Southern California, a private research university, from July 2014 to August 2021. From 1999 until July 2014, he served as Professor of Molecular Biology and Chemistry with The Scripps Research Institute, a non-profit research organization. Professor Stevens has also launched multiple biotechnology companies focused on drug discovery. Professor Stevens is considered among the world’s most influential biomedical scientists in molecular research. A pioneer in human cellular behavior research, he has been involved in the creation of therapeutic molecules that led to breakthrough drugs targeting influenza, childhood diseases, neuromuscular disorders and diabetes. Professor Stevens’ insights in the area of molecular research, as well as his experience bringing industry and academia together to advance drug development, are highly beneficial to Danaher given our strategic focus on the development of research tools used to understand the causes of disease, identify new therapies and test new drugs and vaccines. His extensive experience living and working in China is also valuable to Danaher given China’s strategic significance to our business.
Skills and Qualifications:			Committees:
Global/International Life Sciences	Product Innovation Public Company CEO and/or President		•Audit •Science & Technology


Alan G. Spoon (Age 74)		Director Since:	Other Public Directorships:
Independent		1999	Ralliant Corp IAC
Mr. Spoon served as Partner Emeritus of Polaris Partners, an investment firm, from January 2016 to June 2018, Managing General Partner from 2000 to 2010 and Partner from 2000 to 2018. Within the past five years, Mr. Spoon served on the board of directors of Cable One, Inc., Match Group, and Fortive Corporation. In addition to his leadership roles at Polaris Partners, Mr. Spoon has previously served as president, chief operating officer and chief financial officer of one of the country’s largest, publicly-traded education and media companies, and has served on the boards of numerous public and private companies. His public company leadership experience gives him insight into business strategy, leadership and executive compensation and his public company and private equity experience give him insight into technology and life science trends, acquisition strategy and financing, each of which represents an area of key strategic opportunity for the Company.
Skills and Qualifications:			Committees:
Product Innovation Digital/AI Technology M&A	Public Company CEO and/or President Finance		•Compensation


Elias A. Zerhouni, MD (Age 74)		Director Since:	Other Public Directorships:
Independent		2009	OPKO Health, Inc.
Dr. Zerhouni has served as President and Vice Chairman of the Board of OPKO Health, Inc. a medical test and medication company, since May 2022. He was chairman and co-founder of ModeX Therapeutics Inc., a biotechnology company focused on multi specific-immune therapies for cancer and viral diseases, from October 2020 until its acquisition by OPKO in May 2022. Dr. Zerhouni previously served as President, Global Research & Development, for Sanofi S.A., a global pharmaceutical company, from 2011 to June 2018. From 2008 until 2011, Dr. Zerhouni provided advisory and consulting services to various non-profit and other organizations as Chairman and President of Zerhouni Holdings. From 2002 to 2008, he served as director of the National Institutes of Health, and from 1996 to 2002, he served as Chair of the Russell H. Morgan Department of Radiology and Radiological Sciences, Vice Dean for Research and Executive Vice Dean of the Johns Hopkins School of Medicine. Dr. Zerhouni, a physician, scientist and world-renowned leader in radiology research, is widely viewed as one of the leading authorities in the United States on emerging trends and issues in medicine and medical care. These insights, as well as his deep, technical knowledge of the research and clinical applications of medical technologies, are of considerable importance given Danaher’s strategic focus in medical technologies. Dr. Zerhouni’s government experience also gives him a strong understanding of how government agencies work, and his experience growing up in North Africa, together with the global nature of the issues he faced at NIH and his role at France-based Sanofi, give him a global perspective that is valuable to Danaher.
Skills and Qualifications:			Committees:
Global/International Life Sciences Diagnostics Healthcare Management	Product Innovation Public Company CEO and/or President Government, Legal or Regulatory		•Science & Technology (Chair) •Nominating & Governance


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


Relevant Experience						Tenure and Diversity of Skills, Background & Experience
The evolution and refreshment of our Board over more than a decade reflects the evolution of our portfolio. •As we have sharpened our strategic focus in the areas of healthcare and life sciences, we have added to our Board an expert in AI and world-renowned physician and scientist with expertise in medicine and medical care, molecular research, data science, healthcare policy and academia. •Recognizing the breadth of its responsibilities, we’ve also further enhanced our Board's existing capabilities in areas such as technology, capital allocation, corporate finance, accounting, risk management and compliance.						Our Board believes that the balance of tenures, and the diverse skills, backgrounds and experiences, reflected on our Board enhances its effectiveness. •Given the critical role of acquisitions in our overall strategy and our broad portfolio, it is important that our Board include members with the experience of having led the Company through a range of M&A and economic cycles. At the same time, our Board seeks to thoughtfully balance the knowledge and experience that comes from longer-term Danaher Board service with the fresh perspectives and additional expertise that can come from new directors. •The Board does not have a formal or informal policy with respect to diversity but believes that the Board, taken as a whole, should embody a diverse set of skills, knowledge, experiences and backgrounds appropriate in light of the Company’s needs.


Director Capacity and Availability						Refreshment
Our Board believes all Danaher directors must be willing and able to devote the substantial time required to carry out their duties and responsibilities as Board members. Please see “Director Capacity and Availability” below for details regarding implementation of this expectation.						Board refreshment has been a natural outcome of the evolution described above. We have added four new directors over the past seven years, which along with director retirements have reduced Danaher's average director nominee tenure by more than 11% over that period.


Sourcing Nominees. Nominees may be suggested by a third-party search firm engaged by the Committee, directors, members of management or shareholders. •When Danaher recruits a director candidate, the candidate will meet with members of the Board, and the Committee, with the support of the search firm, will conduct inquiries and background checks it deems appropriate. •If a prospective nominee has been identified other than in connection with a director search process initiated by the Committee, an initial determination is made whether to conduct a full evaluation. This determination is based primarily on whether a new or additional Board member is necessary or appropriate at such time, the likelihood that the prospective nominee can satisfy the evaluation factors described herein and any other factors the Committee may deem appropriate.	Referrals. A shareholder who wishes to recommend a prospective nominee for the Board should notify the Nominating & Governance Committee in writing using the procedures described below under “Other Information – Communications with the Board of Directors” with whatever supporting material the shareholder considers appropriate.	Evaluation Factors. The Committee considers a wide range of factors when assessing potential director nominees. This includes consideration of the current composition of the Board, any perceived need for one or more particular areas of expertise, the balance of management and independent directors, the need for committee-specific expertise, evaluations of other prospective nominees and the qualifications of each potential nominee relative to needed attributes, skills and experience.


Spotlight: 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 nominees include eight members with extensive business combination experience. That depth of experience allows the Board to constructively engage with management and effectively evaluate acquisitions for alignment with our strategy, culture and financial goals. Management is charged with identifying potential acquisition targets, executing transactions and managing integration, and our Board’s oversight extends to each of these elements. Management and the Board regularly discuss potential acquisitions and their role in the Company’s overall business strategy. These discussions address acquisitions in process and potential future acquisitions, and cover a broad range of matters which may include valuation, due diligence, risk and anticipated synergies with Danaher’s businesses and strategy. With respect to more significant acquisitions, such as the Company’s 2020 acquisition of Cytiva, the 2021 acquisition of Aldevron, the 2023 acquisition of Abcam and the pending acquisition of Masimo, 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.


Spotlight: Human Capital Management									Spotlight: CEO Succession Planning
The Board and Compensation Committee engage with our senior leadership team and human resources executives on a regular basis across a range of human capital management topics. As discussed above, Danaher is committed to attracting, developing, engaging and retaining the best people from around the world to sustain and grow our science and technology leadership. Working with management, the Board and Compensation Committee oversee matters including culture, succession planning and development, compensation, benefits, talent recruiting and retention, and associate engagement. The Board reviews the Company’s human capital strategy annually and at other times during the year in connection with significant initiatives and acquisitions, supported by the Compensation Committee’s oversight of our executive and equity compensation programs.									With the support of our Nominating & Governance Committee, our Board maintains and annually reviews both a long-term succession plan and an 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.


Risk Spotlight: Cybersecurity
Danaher’s cybersecurity strategy and risk management program focuses on seeking to maintain a secure environment for our data that complies with applicable legal requirements and effectively supports our business objectives and customer needs. Our commitment to cybersecurity emphasizes cultivation of a security-minded culture through education and training, and a programmatic and layered approach to prevention and detection of, and response to, cybersecurity threats. Key elements of our program include: •cybersecurity policies that articulate our expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness and event and incident management; •regular education of and sharing best practices with our associates to raise awareness of cybersecurity threats; •assessment of information technology/cybersecurity risks as part of Danaher’s Enterprise Risk Management program; •maintenance of cyber insurance in amounts and subject to coverage terms that are typical for companies of our type and size (however, such insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches); and •periodic engagement of external consultants to assess our cybersecurity program.


We also strive to implement and maintain layered controls designed to prevent and, where necessary, detect and respond to cybersecurity threats, including controls designed to facilitate identification of third-party cybersecurity risks. At the management level, Danaher’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), who reports to Danaher’s Chief Information Officer (“CIO”), who in turn reports to Danaher’s Chief Technology & Artificial Intelligence Officer. The CISO is supported by the Information Risk Steering Committee, a management committee comprising senior members of the information technology, legal, privacy, finance, internal audit and communications functions. At the Board level, Danaher’s Board of Directors has delegated to the Audit Committee of the Board responsibility for oversight of risks relating to cybersecurity, as set forth in the Committee’s charter. Multiple members of Danaher’s Audit Committee have prior work experience overseeing or assessing a cybersecurity function. Danaher’s CISO and CIO update the Audit Committee multiple times per year regarding Danaher’s cybersecurity program, including key program metrics, initiatives and developments. The Audit Committee regularly briefs the full Board on these matters. In addition, in the event of a significant cybersecurity incident, Danaher policy and process requires timely engagement of and consultation with the Audit Committee.


Audit Committee

Members:						Principal Responsibilities:
•A. Shane Sanders (Chair) •Teri L. List •John T. Schwieters •Raymond C. Stevens, Ph.D.						•Assist the Board in overseeing the: •quality and integrity of Danaher’s financial statements; •effectiveness of Danaher’s internal control over financial reporting; •qualifications, independence and performance of Danaher’s independent auditors; •performance of Danaher’s internal audit function; •company's compliance with legal and regulatory requirements; •risks described above under “Board Oversight of Management - Risk”; and •company’s swaps and derivatives transactions and related policies and procedures.


						•Review with management and with the independent auditor, as applicable, the use of AI in connection with the Company's financial statements, internal controls over financial reporting, the independent auditor's audits and reviews of the foregoing and the Company's internal audit program. •Prepare the Audit Committee Report included in the Company's annual meeting proxy statement The Board has determined that each of the members of the Audit Committee is independent for purposes of Rule 10A-3(b) (1) under the Securities Exchange Act of 1934, as amended ("Exchange Act") and the NYSE listing standards, is financially literate within the meaning of the NYSE listing standards, and qualifies as an audit committee financial expert as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.


Compensation Committee

Members: •Teri L. List (Chair) •Alan G. Spoon						Principal Responsibilities:
						•Discharge the Board's responsibilities relating to the compensation of our executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, our executive officers; •Review and make recommendations to the Board with respect to the adoption, amendment and termination of all executive incentive compensation plans and all equity compensation plans, and exercise all authority of the Board (and all responsibilities assigned by such plans to the Committee) with respect to the oversight and administration of such plans; •Review and consider the results of shareholder advisory votes on the Company’s executive compensation, and make recommendations to the Board regarding the frequency of such advisory votes; •Monitor compliance by directors and executive officers with the Company’s stock ownership requirements; •Assist the Board in overseeing the risks described above under “Board Oversight of Management - Risk”; •Review and discuss with Company management the Compensation Discussion and Analysis and recommend to the Board the inclusion of the Compensation Discussion and Analysis in the annual meeting proxy statement; •Prepare the Compensation Committee report included in the annual meeting proxy statement; and •Consider factors relating to independence and conflicts of interests in connection with the engagement of the compensation consultants that provide advice to the Committee.
						Each member of the Compensation Committee is a "non-employee director" for purposes of Rule 16b-3 under the Exchange Act and, based on the determination of the Board, independent under the NYSE listing standards and under Rule 10C-1 under the Exchange Act.


•Director and Executive Officer Stock Ownership Requirements. ◦Under Danaher's stock ownership requirements for non-management directors, each director (within five years of their initial election or appointment) is required to beneficially own Danaher shares with a market value of at least five times their annual cash retainer (excluding the additional cash retainers paid to the committee chairs and the Lead Independent Director). ◦Once a director has acquired a number of shares that satisfies such ownership multiple, such number of shares then becomes that director’s minimum ownership requirement (even if their retainer increases or the fair market value of such shares subsequently declines). ◦Under the policy, beneficial ownership includes time-vesting restricted stock units ("RSUs") held by the director, shares in which the director or their spouse or child has a direct or indirect interest and phantom shares in the Non-Employee Directors’ Deferred Compensation Plan, but does not include shares subject to unexercised stock options or pledged shares. Each Danaher director is in compliance with the policy. ◦We have also adopted stock ownership requirements for our executive officers; please see “Compensation Discussion and Analysis — Other Compensation Policies and Information — Stock Ownership-Related Policies.”

•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. Danaher’s Nominating & Governance Committee and Company management annually review this threshold as part of the Committee’s review of the Company’s governing documents.						•Clawback Policies. We have rigorous, “no-fault” compensation clawback policies that apply to executive officers and other senior leaders. For additional details, please see "Compensation Discussion and Analysis — Other Compensation Policies and Information — Clawback Policies."

•Anti-Pledging/Hedging Policy. In 2013 Danaher’s Board adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of Danaher Common Stock that the director or officer directly or indirectly owns and controls, except for any shares that were pledged as of the date the policy was adopted. Certain shares of Common Stock owned by Steven Rales and by Mitchell Rales were exempted from the policy because such shares had been pledged for decades, to secure lines of credit that reduce the need to sell shares for liquidity purposes. Messrs. Steven and Mitchell Rales acquired these pledged shares in cash purchase transactions between 1983 and 1988 and did not receive them as compensation or purchase them from Danaher. These pledged shares do not count toward the Company’s stock ownership requirements. Notwithstanding that these shares are exempted from Danaher’s policy, as part of its risk oversight function the Audit Committee of Danaher’s Board reviews these share pledges on a quarterly basis to assess whether such pledging poses an undue risk to the Company. The Committee has concluded that such pledge arrangements do not pose an undue risk to the Company, based in particular on its consideration of the following factors: ◦the amount by which the market value of the shares pledged as collateral exceeds the amount of secured indebtedness, which the Committee believes is a key factor in assessing the degree of risk posed by the pledging arrangements. At December 31, 2025, the maximum amount of secured indebtedness permitted under the lines of credit would not exceed 25% of the market value of the shares pledged as collateral; ◦the number of shares and percentage of total outstanding shares pledged; ◦the more than 15% reduction since 2013 in the aggregate number of shares pledged by Messrs. Steven Rales and Mitchell Rales; and ◦the number of days it would take to unwind the number of pledged shares equal in value to the amount of secured indebtedness outstanding at the end of the applicable calendar year (based on the average daily trading volume of Danaher Common Stock during such calendar year). ▪At each of December 31, 2025, 2024 and 2023, to unwind the number of pledged shares equal in value to the amount of secured indebtedness outstanding as of such date under lines of credit maintained by Mitchell Rales or Steven Rales would have required one day or less.
Since 2021, members of Danaher's Board and management have engaged regarding the pledge arrangements with shareholders representing more than 25% of Danaher's outstanding common shares, and at Danaher's 2025 Annual Meeting a significant majority of these shares were voted in favor of our Audit Committee members. During these discussions with investors, we answered questions and using the detail set forth above explained the reasons why the Audit Committee believes it is in the best interest of Danaher and its shareholders to allow such pledging arrangements subject to rigorous Audit Committee oversight. Additionally, we have incorporated input received from these investor engagements into the above disclosures.
Danaher's Insider Trading Policy also prohibits Danaher directors and employees (including executive officers) from engaging in short sales of Danaher Common Stock, transactions in any derivative of a Danaher security (including, but not limited to, buying or selling puts, calls or other options (except for instruments granted under a Danaher equity compensation plan)) or any other forms of hedging transactions with respect to Danaher securities.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)(2)	Total ($)
Feroz Dewan(3)	—	240,178	110,856	351,034
Linda Filler	192,500	110,178	110,856	413,534
Charles W. Lamanna(4)	111,150	131,370	132,164	374,684
Teri L. List	158,500	110,178	110,856	379,534
Jessica L. Mega, MD, MPH(5)	130,000	110,178	110,856	351,034
A. Shane Sanders(3)	—	267,678	110,856	378,534
John T. Schwieters	130,000	110,178	110,856	351,034
Alan G. Spoon(3)	—	240,178	110,856	351,034
Raymond C. Stevens, Ph.D.(3)	—	240,178	110,856	351,034
Elias A. Zerhouni, MD(3)	—	262,678	110,856	373,534


Name of Director	Aggregate Number of Danaher Stock Options Owned as of December 31, 2025(#)	Aggregate Number of Unvested Danaher RSUs Owned as of December 31, 2025(#)
Feroz Dewan	4,836	577
Linda Filler	20,870	577
Charles W. Lamanna	1,768	577
Teri L. List	17,572	577
Jessica L. Mega, MD, MPH	9,309	577
A. Shane Sanders	6,316	577
John T. Schwieters	20,870	577
Alan G. Spoon	20,870	577
Raymond C. Stevens, Ph.D.	8,105	577
Elias A. Zerhouni, MD.	20,870	577


Name of Director			2025 Phantom Shares Received Under Deferred Compensation Plan(#)
Feroz Dewan			622
A. Shane Sanders			754
Alan G. Spoon			622
Raymond C. Stevens, Ph.D.			622
Elias A. Zerhouni, MD.			730


Benefit or perquisite	S. Rales	M. Rales
401(k) contribution	$24,528	$7,299
Excess Contribution Program (ECP) contribution	—	$2,960
Change in pension value(1)	—	$9,655
Shared tax and accounting services(2)	$380,677
Shared personal use of designated Danaher office space	$323,240
Personal car and parking	$4,013	—
Tickets to sporting events	—	$10,148
Personal use of administrative services(3)	No incremental cost to Danaher


Table of Contents

Proposal 2 – Ratification of Independent Registered Public Accounting Firm			35
Audit Fees and All Other Fees			36
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			36
Audit Committee Report			37


ü			THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DANAHER FOR 2026.


	Twelve Months Ended December 31, 2025($)	Twelve Months Ended December 31, 2024($)
Audit Fees. Fees for the audit of annual financial statements and internal control over financial reporting, reviews of quarterly financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings and similar engagements, such as comfort letters, attest services, consents, and assistance with review of documents filed with the SEC. Audit fees also include advice about accounting matters that arose in connection with or as a result of the annual audit or the review of quarterly financial statements and statutory audits that non-U.S. jurisdictions require.	26,686,387	26,120,532
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; and accounting consultations about the application of GAAP to proposed transactions.	273,069	426,543
Tax Fees. Fees for professional services related to tax compliance and return preparation, tax advice and tax planning.(1)	3,653,034	3,925,316
All Other Fees. Fees for products and services other than as reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees” above.	—	37,820