Danaher Corp DEF 14A, filed Mar 26, 2025

Danaher Corp (DHR)

DEF 14A 2025-03-26 For: 2025-05-06

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Added on June 12, 2026

About this DEF 14A

Danaher Corp filed this DEF 14A on March 26, 2025.

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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 2025 Annual Meeting of Shareholders	3	Outstanding Equity Awards at 2024 Fiscal Year-End	56
	Proxy Summary	4	Option Exercises and Stock Vested During Fiscal 2024	58
	Proposal 1 - Election of Directors	12	Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End	59
	Director Nominees	12
	Board Composition, Refreshment and Selection	16	2024 Non-Qualified Deferred Compensation	61
	Corporate Governance	19	Equity Compensation Plan Information	62
	Corporate Governance Overview	19	Pay Versus Performance	63
	Board Leadership, Succession Planning and Oversight	19	Pay Ratio Disclosure	66
			Summary of Employment Agreements and Plans	67
	Board of Directors and Committees of the Board	23	Employment Agreements	67
	Shareholder Engagement and Alignment	26	2007 Omnibus Incentive Plan	67
	Sustainability	27	Supplemental Retirement Program	69
	Other Corporate Governance Matters	28	Senior Leader Severance Pay Plan	70
	Director Compensation	29	Proposal 3 - Advisory Vote on Named Executive Officer Compensation	71
	Non-Management Director Compensation Program	29
	Director Summary Compensation Table	30	General Information About the Annual Meeting	72
	Director Independence and Related Person Transactions	32	Purpose of the Meeting	72
			Who Can Vote	72
	Director Independence	32	Proxy Materials are Available on the Internet	72
	Certain Relationships and Related Transactions	32	Quorum for the Meeting	72
	Beneficial Ownership of Danaher Common Stock by Directors, Officers, and Principal Shareholders	34	Instructions for the Virtual Annual Meeting	72
			How to Vote	73
	Proposal 2 - Ratification of Independent Registered Public Accounting Firm	36	Revoking a Proxy or Voting Instructions	73
			Voting Procedures	73
	Audit Fees and All Other Fees	37	Information About Proxy Solicitation	74
	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors	37	Eliminating Duplicate Mailings	74
			Other Information	75
	Audit Committee Report	38	Information Relating to Forward-Looking Statements	75
	Compensation Discussion and Analysis	39	Website Disclosure	75
	Executive Summary	39	Communications with the Board of Directors	75
	Risk Considerations	42	Delinquent Section 16(a) Reports	75
	Analysis of 2024 Named Executive Officer Compensation	43	Annual Report on Form 10-K for 2024	76
			Shareholder Proposals and Nominations for 2026 Annual Meeting	76
	Peer Group Compensation Analysis	48
	Named Executive Officer Compensation Framework	49	Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures	77
	Other Compensation Policies and Information	49
	Compensation Committee Report	52
	Compensation Tables and Information	53
	2024 Summary Compensation Table	53
	Grants of Plan-Based Awards for Fiscal 2024	55

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 6, 2025. This Proxy Statement and the accompanying Annual Report are available free of charge at: https://materials.proxyvote.com/235851 or investors.danaher.com/annual-report-and-proxy


Table of Contents

2025 Annual Meeting of Shareholders			4
Voting Matters			4
Business Highlights			5
Corporate Governance Overview			6
Sustainability at Danaher			9
Executive Compensation Highlights			9



Time and Date	Location	Record Date
3:00 p.m. Eastern time Tuesday, May 6, 2025	www.virtualshareholdermeeting.com/DHR2025	March 7, 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,	1,350,000	0	8,888,611	8,068,132	3,294,000	0	506,421	22,107,164
President and CEO
Matthew R. McGrew,	990,470	0	2,500,046	2,269,152	1,411,420	0	296,306	7,467,394
Executive Vice President and CFO
Georgeann Couchara,	726,000	0	1,760,672	1,638,922	1,051,974	0	160,058	5,337,626
Senior Vice President, Human Resources
Brian W. Ellis,	800,670	0	1,527,774	1,386,722	1,123,340	0	119,535	4,958,041
Senior Vice President, General Counsel
Jose-Carlos Gutierrez-Ramos,	862,580	0	2,687,806	2,521,352	1,329,236	0	98,445	7,499,419
Senior Vice President and Chief Science Officer
Joakim Weidemanis,	773,143	0	3,303,472	3,025,644	1,024,415	0	224,132	8,350,806
Former Executive Vice President



97% Overall attendance at Board and Committee Meetings	11 Directors attended 100% of Board and Committee Meetings	There were 5 Board Meetings in 2024


Table of Contents

Proposal 1 — Election of Directors			12
Board Composition, Refreshment and Selection			16



Rainer M. Blair (Age 60)		Director Since:	Other Public Directorships:
Chief Executive Officer		2020	Nestlé
Mr. Blair has served as Danaher’s President and Chief Executive Officer since September 2020. Since joining Danaher in 2010, Mr. Blair has served in a series of progressively more responsible general management positions (and as a Danaher officer since 2014), including as Vice President - Group Executive from March 2014 until January 2017 and as Executive Vice President from January 2017 until September 2020. Mr. Blair’s broad operating and functional experience across diverse end-markets and geographies, in-depth knowledge of Danaher’s businesses and of the Danaher Business System and leadership experience from his service in the U.S. Army are particularly valuable to the Board given the global, diverse nature of Danaher’s portfolio. In addition, Mr. Blair adds deep multi-cultural experience having lived and worked on three continents.
Skills and Qualifications:			Committees:
•Global/International •Life Sciences •Diagnostics	•Product Innovation •M&A •Public Company CEO and/or President		•Executive •Finance •Science & Technology


Feroz Dewan (Age 48)		Director Since:	Other Public Directorships:
Independent		2022	None
Mr. Dewan has served as the Chief Executive Officer of Arena Holdings Management LLC, an investment holding company, since 2016. Previously, Mr. Dewan served in a series of positions with Tiger Global Management, an investment firm, from 2003 to 2015, including most recently as Head of Public Equities. He also served as a Private Equity Associate at Silver Lake Partners, a private equity firm focused on leveraged buyout and growth capital investments in technology, technology-enabled and related industries, from 2002 to 2003. Within the past five years, Mr. Dewan served on the board of directors of each of The Kraft Heinz Company and Fortive Corporation. Mr. Dewan’s qualifications to sit on the Board include, among other factors, extensive experience in the technology industry and with technology-related companies, including extensive experience in valuation, investments and acquisitions, financial reporting, risk management, corporate governance, capital allocation, and operational oversight.
Skills and Qualifications:			Committees:
•Global/International •Digital/AI Technology •M&A	•Accounting •Finance		•Finance •Nominating & Governance •Science & Technology


Linda Filler (Age 65)		Director Since:	Other Public Directorships:
Independent		2005	The Carlyle Group Veralto Corporation
Ms. Filler retired as President of Retail Products, Chief Marketing Officer and Chief Merchandising Officer at Walgreen Co., a retail pharmacy company, in April 2017. Prior to Walgreen Co., Ms. Filler served as President, North America of Claire’s Stores, Inc., a specialty retailer, in Executive Vice President roles at Walmart Inc., a retail and wholesale operations company, and at Kraft Foods, Inc., a food and beverage manufacturing and processing company. Prior to Kraft Foods, Inc., Ms. Filler served for a number of years at Hanesbrands Inc., a multinational clothing company, including Chief Executive Officer roles for its largest branded apparel businesses. Ms. Filler has served in senior management roles with leading retail and consumer goods companies, with general management responsibilities and responsibilities in the areas of marketing, branding and merchandising. Understanding and responding to the needs of our customers is fundamental to Danaher’s business strategy, and Ms. Filler’s keen marketing and branding insights have been a valuable resource to Danaher’s Board. Her prior leadership experiences with large public companies have given her valuable perspective for matters of global portfolio strategy and capital allocation as well as global business practices.
Skills and Qualifications:			Committees:
•Global/International •Product Innovation •M&A	•Public Company CEO and/or President •Branding/Marketing		•Nominating & Governance (Chair) •Science & Technology


Charles W. Lamanna (Age 37)		Director Since:	Other Public Directorships:
Independent		2025	None
Since first joining Microsoft Corporation, a technology company, in 2009, Mr. Lamanna has served in a series of progressively more responsible positions with the company. He currently serves as Corporate Vice President of the Business & Industry Copilot team at Microsoft, where he drives product innovation in AI-powered business applications, low-code platforms, and autonomous agents. He oversees the design, product development, and engineering of some of Microsoft’s most transformative technologies, including Power Platform, Dynamics 365, and Copilot Studio. Mr. Lamanna led pivotal work in advancing Microsoft Copilot, transforming AI from concept into real-world tools that enable millions to work more efficiently. Prior to that, he played a key role in developing Microsoft Azure’s infrastructure, leading engineering teams behind key services that helped establish Azure as a leading cloud platform. From 2012-2013, he was the founder and CEO of MetricsHub, one of the first public cloud management solutions, which Microsoft acquired in 2013. Mr. Lamanna’s extensive leadership experience in AI and his insights into the application of AI to business processes are a valuable resource for Danaher’s Board, given the potential impact of AI on the life sciences and healthcare sectors. Mr. Lamanna was originally proposed to the Nominating and Governance Committee for election as a director by a third-party search firm engaged by the Committee.
Skills and Qualifications:			Committees:
•Global/International •Product Innovation	•Digital/AI Technology		•Science & Technology


Teri List (Age 62)		Director Since:	Other Public Directorships:
Independent		2011	Microsoft Corporation Visa Inc. lululemon athletica inc.
Ms. List served as Executive Vice President and Chief Financial Officer of Gap Inc., a global clothing retailer, from January 2017 until March 2020. Prior to joining Gap, she served as Executive Vice President and Chief Financial Officer of Dick’s Sporting Goods, Inc., a sporting goods retailer, from August 2015 to August 2016, and with Kraft Foods Group, Inc., a food and beverage company, as Advisor from March 2015 to May 2015, as Executive Vice President and Chief Financial Officer from December 2013 to February 2015 and as Senior Vice President of Finance from September 2013 to December 2013. From 1994 to September 2013, Ms. List served in a series of progressively more responsible positions in the accounting and finance organization of The Procter & Gamble Company, a consumer goods company, most recently as Senior Vice President and Treasurer. Prior to joining Procter & Gamble, Ms. List was employed by the accounting firm of Deloitte & Touche for almost ten years. Within the past five years, Ms. List served on the board of directors of Oscar Health, Inc. and DoubleVerify Holdings, Inc. Ms. List is a highly accomplished executive with decades of financial and leadership experience. Her background dealing with complex finance and accounting matters across multiple industries enables her to provide the Board with perspectives and expertise on risk management, strategic planning, and financial oversight. In addition, having served as the Chief Financial Officer of large publicly-traded companies, and through her board and committee memberships, she has extensive experience in corporate finance and accounting, financial reporting and internal controls, human resources and compensation, which contributes to her service on our Audit and Compensation Committees Given Ms. List's extensive experience as a Chief Financial Officer, her proficiency in accounting, her knowledge of and dedication to Danaher and her retirement from full-time employment, our Board has determined that Ms. List's simultaneous service on the audit committee of more than three public companies does not impair her ability to effectively serve on our Audit Committee. In 2024, Ms. List attended all of the meetings of the Danaher Board and of the committees on which she served.
Skills and Qualifications:			Committees:
•Global/International •Digital/AI Technology •M&A	•Accounting •Finance		•Audit •Compensation (Chair)


Jessica L. Mega, MD, MPH (Age 50)		Director Since:	Other Public Directorships:
Independent		2019	Boston Scientific Corporation
Dr. Mega served as Chief Medical and Scientific Officer at Verily Life Sciences LLC, a subsidiary of Alphabet Inc. focused on life sciences and healthcare, from March 2015 to January 2023. Prior to joining Verily, she served as Cardiologist and Senior Investigator at Brigham & Women’s Hospital from 2008 to March 2015. Dr. Mega has also served as a faculty member at Harvard Medical School and a senior investigator with the TIMI Study Group, where she helped lead international trials evaluating novel cardiovascular therapies and directed the genetics program. Dr. Mega is currently on the Board of Advisors at the Duke-Margolis Center for Health Policy and the Board of Directors at Research!America. At Verily, Dr. Mega oversaw Verily’s clinical and science efforts, focusing on translating technological innovations and scientific insights into partnerships and programs that improve patient outcomes. Dr. Mega’s clinical background and experience re-imagining how clinical trial data is collected and analyzed offer valuable insights for Danaher, given our strategic focus on life sciences and healthcare applications. Her background in academia and healthcare policy also inform key elements of Danaher's life sciences and healthcare strategy.
Skills and Qualifications:			Committees:
•Global/International •Life Sciences •Healthcare Management	•Digital/AI Technology •Government, Legal or Regulatory		•Compensation •Science & Technology


Mitchell P. Rales (Age 68)		Director Since:	Other Public Directorships:
Chairman of the Executive Committee		1983	ESAB Corporation
Mr. Rales is a co-founder of Danaher and has served as Chairman of the Executive Committee of Danaher since 1984. He was also President of the Company from 1984 to 1990. Mr. Rales is a brother of Steven M. Rales. Within the past five years, Mr. Rales served on the board of directors of Fortive Corporation and Enovis Corporation. The strategic vision and leadership of Mr. Rales and his brother, Steven Rales, helped create the Danaher Business System and have guided Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Danaher, he is well-positioned to understand, articulate and advocate for the rights and interests of the Company’s shareholders.
Skills and Qualifications:			Committees:
•Global/International •M&A	•Public Company CEO and/or President •Finance		•Executive (Chair) •Finance (Chair)


Steven M. Rales (Age 73)		Director Since:	Other Public Directorships:
Chairman of the Board		1983	None
Mr. Rales is a co-founder of Danaher and has served as Danaher’s Chairman of the Board since 1984. He was also CEO of the Company from 1984 to 1990. Mr. Rales is a brother of Mitchell P. Rales. Within the past five years, Mr. Rales served on the board of directors of Fortive Corporation. The strategic vision and leadership of Mr. Rales and his brother, Mitchell Rales, helped create the Danaher Business System and have guided Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Danaher, he is well-positioned to understand, articulate and advocate for the rights and interests of the Company’s shareholders.
Skills and Qualifications:			Committees:
•Global/International •M&A	•Public Company CEO and/or President •Finance		•Executive •Finance •Science & Technology


A. Shane Sanders (Age 62)		Director Since:	Other Public Directorships:
Independent		2021	Commvault
Mr. Sanders served in a series of progressively more responsible leadership positions with Verizon Communications Inc., a telecommunications company, from 1997 until December 2022, including most recently as Senior Vice President of Business Transformation from March 2020 to December 2022 and as Senior Vice President of Corporate Finance from 2015 to March 2020. Alongside Verizon’s Chief Security Officer, Mr. Sanders led the implementation of the Verizon Enterprise Security Council which focused on cybersecurity and IT security risk management. Prior to joining Verizon, Mr. Sanders served in various finance roles at Hallmark Cards, Inc., a retailer of greeting cards and gifts, and Safelite Group, Inc., a provider of vehicle glass repair, and began his career at Grant Thornton, an audit, tax and advisory firm, in 1984. Mr. Sanders’ leadership experiences in Verizon’s accounting and finance organization spanned a range of functional areas, including financial planning and analysis, risk management, audit and public reporting and compliance. His broad and deep experience in a large, dynamic organization gives him a keen understanding of the range of finance and accounting matters and judgments Danaher encounters. Mr. Sanders’ experience with respect to the critical areas of cybersecurity and IT security risk management inform our Audit Committee’s oversight of those functions. In addition, his business transformation experience offers valuable perspectives as Danaher continues to grow and evolve its portfolio of businesses.
Skills and Qualifications:			Committees:
•Global/International •Digital/AI Technology •M&A	•Accounting •Finance		•Audit (Chair) •Nominating & Governance


John T. Schwieters (Age 85)		Director Since:	Other Public Directorships:
Independent		2003	Veralto Corporation
Mr. Schwieters served as Principal of Perseus TDC, a real estate investment and development firm, from July 2013 to May 2023. He also served as a Senior Executive of Perseus, LLC, a merchant bank and private equity fund management company, from May 2012 to June 2016 and as Senior Advisor from March 2009 to May 2012. In addition to his roles with Perseus, Mr. Schwieters led the Mid-Atlantic region of one of the world’s largest accounting firms after previously leading that firm’s tax practice in the Mid-Atlantic region, and has served on the boards and chaired the audit committees of several NYSE-listed public companies. He brings to Danaher extensive knowledge and experience in the areas of public accounting, tax accounting and finance, which are areas of critical importance to Danaher as a large, global and complex public company.
Skills and Qualifications:			Committees:
•M&A •Accounting	•Finance		•Audit •Nominating & Governance


Alan G. Spoon (Age 73)		Director Since:	Other Public Directorships:
Independent		1999	Fortive Corporation IAC/InterActiveCorp Match Group, Inc.
Mr. Spoon served as Partner Emeritus of Polaris Partners, an investment firm, from January 2016 to June 2018, Managing General Partner from 2000 to 2010 and Partner from 2000 to 2018. Within the past five years, Mr. Spoon served on the board of directors of Cable One, Inc. In addition to his leadership roles at Polaris Partners, Mr. Spoon has previously served as president, chief operating officer and chief financial officer of one of the country’s largest, publicly-traded education and media companies, and has served on the boards of numerous public and private companies. His public company leadership experience gives him insight into business strategy, leadership and executive compensation and his public company and private equity experience give him insight into technology and life science trends, acquisition strategy and financing, each of which represents an area of key strategic opportunity for the Company.
Skills and Qualifications:			Committees:
•Product Innovation •Digital/AI Technology •M&A	•Public Company CEO and/or President •Finance		•Compensation


Raymond C. Stevens, PH.D. (Age 61)		Director Since:	Other Public Directorships:
Independent		2017	Structure Therapeutics
Professor Stevens has served as Chief Executive Officer, and as a director, of Structure Therapeutics (formerly known as ShouTi), a biotechnology company, since May 2019. He also served as Provost Professor of Biological Sciences and Chemistry, and Founder and Director of The Bridge Institute, at the University of Southern California, a private research university, from July 2014 to August 2021. From 1999 until July 2014, he served as Professor of Molecular Biology and Chemistry with The Scripps Research Institute, a non-profit research organization. Professor Stevens has also launched multiple biotechnology companies focused on drug discovery. Professor Stevens is considered among the world’s most influential biomedical scientists in molecular research. A pioneer in human cellular behavior research, he has been involved in the creation of therapeutic molecules that led to breakthrough drugs targeting influenza, childhood diseases, neuromuscular disorders and diabetes. Professor Stevens’ insights in the area of molecular research, as well as his experience bringing industry and academia together to advance drug development, are highly beneficial to Danaher given our strategic focus on the development of research tools used to understand the causes of disease, identify new therapies and test new drugs and vaccines. His extensive experience living and working in China is also valuable to Danaher given China’s strategic significance to our business.
Skills and Qualifications:			Committees:
•Global/International •Life Sciences	•Product Innovation •Public Company CEO and/or President		•Audit •Science & Technology


Elias A. Zerhouni, MD (Age 73)		Director Since:	Other Public Directorships:
Independent		2009	OPKO Health, Inc.
Dr. Zerhouni has served as President and Vice Chairman of the Board of OPKO Health, Inc. a medical test and medication company, since May 2022. He was chairman and co-founder of ModeX Therapeutics Inc., a biotechnology company focused on multi specific-immune therapies for cancer and viral diseases, from October 2020 until its acquisition by OPKO in May 2022. Dr. Zerhouni previously served as President, Global Research & Development, for Sanofi S.A., a global pharmaceutical company, from 2011 to June 2018. From 2008 until 2011, Dr. Zerhouni provided advisory and consulting services to various non-profit and other organizations as Chairman and President of Zerhouni Holdings. From 2002 to 2008, he served as director of the National Institutes of Health, and from 1996 to 2002, he served as Chair of the Russell H. Morgan Department of Radiology and Radiological Sciences, Vice Dean for Research and Executive Vice Dean of the Johns Hopkins School of Medicine. Dr. Zerhouni, a physician, scientist and world-renowned leader in radiology research, is widely viewed as one of the leading authorities in the United States on emerging trends and issues in medicine and medical care. These insights, as well as his deep, technical knowledge of the research and clinical applications of medical technologies, are of considerable importance given Danaher’s strategic focus in medical technologies. Dr. Zerhouni’s government experience also gives him a strong understanding of how government agencies work, and his experience growing up in North Africa, together with the global nature of the issues he faced at NIH and his role at France-based Sanofi, give him a global perspective that is valuable to Danaher.
Skills and Qualifications:			Committees:
•Global/International •Life Sciences •Diagnostics •Healthcare Management	•Product Innovation •Public Company CEO and/or President •Government, Legal or Regulatory		•Science & Technology (Chair) •Nominating & Governance


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


Strategy Spotlight: Oversight of Strategic Acquisitions

The Board oversees Danaher’s strategic acquisition and integration process. Danaher views acquisitions as an important element of our strategy to deliver long-term shareholder value. Our Board includes nine members with extensive business combination experience. That depth of experience allows the Board to constructively engage with management and effectively evaluate acquisitions for alignment with our strategy, culture and financial goals. Management is charged with identifying potential acquisition targets, executing transactions and managing integration, and our Board’s oversight extends to each of these elements. Management and the Board regularly discuss potential acquisitions and their role in the Company’s overall business strategy. These discussions address acquisitions in process and potential future acquisitions, and cover a broad range of matters which may include valuation, due diligence, risk and anticipated synergies with Danaher’s businesses and strategy. With respect to more significant acquisitions, such as the Company’s 2020 acquisition of Cytiva, the 2021 acquisition of Aldevron and the 2023 acquisition of Abcam, the Board typically discusses and evaluates the proposed opportunity over multiple meetings. The Board’s acquisition oversight also extends across transactions and over time; at least annually the Board reviews and provides feedback regarding the operational and financial performance of our historical acquisitions.


Strategy Spotlight: Oversight of Human Capital Management and CEO Succession Planning

•The Board and Compensation Committee engage with our senior leadership team and human resources executives on a regular basis across a range of human capital management topics. As discussed above, Danaher is committed to attracting, developing, engaging and retaining the best people from around the world to sustain and grow our science and technology leadership. Working with management, the Board and Compensation Committee oversee matters including culture, succession planning and development, compensation, benefits, talent recruiting and retention, and associate engagement. The Board reviews the Company’s human capital strategy annually and at other times during the year in connection with significant initiatives and acquisitions, supported by the Compensation Committee’s oversight of our executive and equity compensation programs. •With the support of our Nominating & Governance Committee, our Board also maintains and annually reviews both a long-term succession plan and emergency succession plan for the CEO position. The foundation of the long-term CEO succession planning process is a CEO development model consisting of three dimensions: critical experiences, leadership capabilities and personal characteristics/traits. The Board uses the development model as a guide in preparing candidates, and also in evaluating candidates for the CEO and other executive positions at the Board’s annual talent review and succession planning session. At the annual session, the Board evaluates and compares candidates using the development model, and reviews each candidate’s development actions, progress and performance over time. The candidate evaluations are supplemented with periodic 360-degree performance appraisals, and the Board also regularly interacts with candidates at Board dinners and lunches, through Board meeting presentations and at the Company’s annual leadership conference.


Risk Spotlight: Oversight Of Cybersecurity Risk

Danaher’s cybersecurity strategy and risk management program focuses on maintaining a secure environment for our data that complies with applicable legal requirements and effectively supports our business objectives and customer needs. Our commitment to cybersecurity emphasizes cultivation of a security-minded culture through education and training, and a programmatic and layered approach to prevention and detection of, and response to, cybersecurity threats. Key elements of our program include: •cybersecurity policies that articulate our expectations and requirements with respect to topics such as acceptable use of technology and data, data privacy, risk management, education and awareness and event and incident management; •regular education of and sharing best practices with our associates to raise awareness of cybersecurity threats; •assessment of information technology/cybersecurity risks as part of Danaher’s annual Enterprise Risk Management program; •maintenance of cyber insurance in amounts and subject to coverage terms that are typical for companies of our type and size (however, such insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches); and •periodic engagement of external consultants to assess our cybersecurity program. We also strive to implement and maintain layered controls designed to prevent and, where necessary, detect and respond to cybersecurity threats, including controls designed to facilitate identification of third-party cybersecurity risks. At the management level, Danaher’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), who reports to Danaher’s Chief Information Officer (“CIO”), who in turn reports to Danaher’s Chief Financial Officer. The CISO is supported by the Information Risk Steering Committee (“IRSC”), a management committee comprising senior members of the information technology, legal, privacy, finance, internal audit and communications functions. At the Board level, Danaher’s Board of Directors has delegated to the Audit Committee of the Board responsibility for oversight of risks relating to cybersecurity, as set forth in the Committee’s charter. Multiple members of Danaher’s Audit Committee have prior work experience overseeing or assessing a cybersecurity function. Danaher’s CISO and CIO update the Audit Committee multiple times per year regarding Danaher’s cybersecurity program, including key program metrics, initiatives and developments. The Audit Committee regularly briefs the full Board on these matters. In addition, in the event of a significant cybersecurity incident, Danaher policy and process requires timely engagement of and consultation with the Audit Committee.


Audit Committee

Members:						Principal Responsibilities:
•A. Shane Sanders (Chair) •Teri List •John T. Schwieters •Raymond C. Stevens, Ph.D.						•Assist the Board in overseeing the: •quality and integrity of Danaher’s financial statements; •effectiveness of Danaher’s internal control over financial reporting; •qualifications, independence and performance of Danaher’s independent auditors; •performance of Danaher’s internal audit function; •company's compliance with legal and regulatory requirements; •risks described above under “Board Oversight of Management - Risk”; and •company’s swaps and derivatives transactions and related policies and procedures. •Prepare the Audit Committee Report included in the Company's annual meeting proxy statement
						The Board has determined that each of the members of the Audit Committee is independent for purposes of Rule 10A-3(b) (1) under the Securities Exchange Act of 1934, as amended ("Exchange Act") and the NYSE listing standards, is financially literate within the meaning of the NYSE listing standards, and qualifies as an audit committee financial expert as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.


Compensation Committee

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


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)(2)	Total ($)
Feroz Dewan(3)	—	226,833	102,144	328,977
Linda Filler	187,500	101,833	102,144	391,477
Charles W. Lamanna(4)	—	—	—	—
Teri List	125,000	101,833	102,144	328,977
Walter G. Lohr, Jr.(5)	44,688	—	—	44,688
Jessica L. Mega, MD, MPH	125,000	101,833	102,144	328,977
Pardis C. Sabeti, MD, D. Phil.(3)(6)	—	219,958	102,144	322,102
A. Shane Sanders(3)	—	226,833	102,144	328,977
John T. Schwieters	152,500	101,833	102,144	356,477
Alan G. Spoon(3)	—	249,333	102,144	351,477
Raymond C. Stevens, Ph.D.(3)	—	226,833	102,144	328,977
Elias A. Zerhouni, MD(3)	—	249,333	102,144	351,477


Name of Director	Aggregate Number of Danaher Stock Options Owned as of December 31, 2024(#)	Aggregate Number of Unvested Danaher RSUs Owned as of December 31, 2024(#)
Feroz Dewan	3,358	390
Linda Filler	19,392	390
Charles W. Lamanna	—	—
Teri List	23,320	390
Walter G. Lohr, Jr.	22,239	—
Jessica L. Mega, MD, MPH	7,831	390
Pardis C. Sabeti, MD, D. Phil.	7,831	—
A. Shane Sanders	4,838	390
John T. Schwieters	23,320	390
Alan G. Spoon	23,320	390
Raymond C. Stevens, Ph.D.	6,627	390
Elias A. Zerhouni, MD.	23,320	390


Name of Director			2024 Phantom Shares Received Under Deferred Compensation Plan(#)
Feroz Dewan			508
Pardis C. Sabeti, MD, D. Phil.			478
A. Shane Sanders			508
Alan G. Spoon			600
Raymond C. Stevens, Ph.D.			508
Elias A. Zerhouni, MD.			600


Benefit or perquisite	S. Rales	M. Rales
401(k) contribution	$24,096	$24,096
Excess Contribution Program (ECP) contribution	—	$17,806
Change in pension value(1)	$3,825	$6,765
Tax and accounting services(2)	$357,815
Personal use of designated Danaher office space	$316,131
Personal car and parking	$3,953	—
Personal use of administrative services(3)	No incremental cost to Danaher


Table of Contents

Proposal 2 – Ratification of Independent Registered Public Accounting Firm			36
Audit Fees and All Other Fees			37
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			37
Audit Committee Report			38


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 2025.


	Twelve Months Ended December 31, 2024($)	Twelve Months Ended December 31, 2023($)
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.	26,120,532	22,872,502
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 2023 includes audit and audit related services in connection with the spin-off of Veralto Corporation.	426,543	3,038,040
Tax Fees. Fees for professional services related to tax compliance and return preparation, tax advice and tax planning.(1)	3,925,316	6,069,836
All Other Fees. Fees for products and services other than as reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees” above.	37,820	—


	Twelve Months Ended December 31, 2024($)	Twelve Months Ended December 31, 2023($)
Tax Compliance. Includes tax compliance fees for tax return review and preparation services and assistance related to tax audits by regulatory authorities.	2,349,710	3,305,209
Tax Consulting. Includes tax consulting services, including assistance related to tax planning.	1,575,606	2,764,627


Attribute						Key Risk Mitigating Effect
•Emphasis on long-term, equity-based compensation •Four-year vesting requirement for stock options, and three-year performance period plus further two-year mandatory holding period for PSUs •Rigorous, no-fault clawback policies that are triggered even in the absence of wrongdoing and were expanded in 2025						•Discourages risk-taking that produces short-term results at the expense of building long-term shareholder value •Helps ensure executives realize their compensation over a time horizon consistent with achieving long-term shareholder value •Helps deter inappropriate actions and decisions that could harm Danaher and its key stakeholders
•Incentive compensation programs feature multiple, complementary performance measures aligned with business strategy						•Mitigates incentive to over-perform with respect to any particular metric at the expense of other metrics
•Cap on annual cash incentive compensation plan payments and on number of shares that may be earned under equity awards						•Mitigates incentive to over-perform with respect to any particular performance period at the expense of future periods
•Stock ownership requirements for all executive officers •No hedging of Danaher securities permitted						•Aligns executives’ economic interests with the long-term interests of our shareholders
•Annual cash incentive compensation awards are subject to Compensation Committee discretion						•Mitigates risks associated with a strictly formulaic program, which could unintentionally incentivize an undue focus on certain performance metrics or encourage imprudent risk taking •Provides Compensation Committee the opportunity as appropriate to adjust awards based on how results are achieved
•Independent compensation consultant						•Helps ensure advice will not be influenced by conflicts of interest