Danaher : 2025 Proxy Statement

Published: 2025-03-26 08:07:04 ET DHR

Notice of 2025 Annual Meeting of Shareholders

Items of Business

1 2 3 4

To elect the thirteen directors named in the attached Proxy Statement to hold office until the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified.

To ratify the selection of Ernst & Young LLP as Danaher's independent registered public accounting firm for the year ending December 31, 2025.

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

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

Date and Time

May 6, 2025 3:00 p.m. Eastern Time

Location

There is no physical location for Danaher's 2025 Annual Meeting. Shareholders may instead attend virtually atwww.virtualshareholdermeeting.com/DHR2025

Who Can Vote

Shareholders of Danaher Common Stock at the close of business on March 7, 2025 can vote at Danaher's 2025 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.

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.

Attending the Meeting

Shareholders who wish to attend the meeting should review the instructions set forth in the attached Proxy Statement under "General Information About the Annual Meeting."

By order of the Board of Directors,

James F. O'Reilly

Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer

Review your proxy statement and vote in one of the following ways:

Via the Internet

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

Date of Mailing

By Telephone

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

By Mail

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

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 26, 2025.

Table of Contents

Notice of 2025 Annual Meeting of Shareholders3

Proxy Summary4

Proposal 1 - Election of Directors 12

Director Nominees 12

Board Composition, Refreshment and Selection 16

Corporate Governance 19

Corporate Governance Overview Board Leadership, Succession Planning and Oversight

Board of Directors and Committees of the Board Shareholder Engagement and Alignment Sustainability

Other Corporate Governance Matters

Director Compensation

Non-Management Director Compensation Program Director Summary Compensation Table

Director Independence and Related Person Transactions

Director Independence

Certain Relationships and Related Transactions

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

19 19 23 26 27 28 29 29 30

32 32

Proposal 2 - Ratification of Independent Registered Public Accounting Firm

Audit Fees and All Other Fees

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Audit Committee Report

Compensation Discussion and Analysis

Executive Summary

Risk Considerations

Analysis of 2024 Named Executive Officer Compensation

Peer Group Compensation Analysis

Named Executive Officer Compensation Framework Other Compensation Policies and Information

37 37 38 39 39 42 43 48 49 49

Compensation Committee Report 52

Compensation Tables and Information 53

2024 Summary Compensation Table 53

Grants of Plan-Based Awards for Fiscal 2024 55

Outstanding Equity Awards at 2024 Fiscal Year-End Option Exercises and Stock Vested During Fiscal 2024

Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End

2024 Non-Qualified Deferred Compensation Equity Compensation Plan Information

Pay Versus Performance

Pay Ratio Disclosure

Summary of Employment Agreements and Plans

Employment Agreements

2007 Omnibus Incentive Plan Supplemental Retirement Program Senior Leader Severance Pay Plan

Proposal 3 - Advisory Vote on Named Executive Officer Compensation

General Information About the Annual Meeting

Purpose of the Meeting 72

Who Can Vote 72

Proxy Materials are Available on the Internet 72

Quorum for the Meeting 72

Instructions for the Virtual Annual Meeting 72

How to Vote 73

Revoking a Proxy or Voting Instructions 73

Voting Procedures 73

Information About Proxy Solicitation 74

Eliminating Duplicate Mailings 74

Other Information 75

Information Relating to Forward-Looking Statements Website Disclosure

Communications with the Board of Directors Delinquent Section 16(a) Reports

Annual Report on Form 10-K for 2024

Shareholder Proposals and Nominations for 2026 Annual Meeting

Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures

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/235851or investors.danaher.com/annual-report-and-proxy

56 58 59 61 62 63 66 67 67 67 69 70

76 76

Proxy Summary

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

To assist you in reviewing the proposals to be acted upon at our 2025 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 and does not contain all of the information you should consider before voting. For more information about these topics, please review Danaher Corporation's Annual Report on Form 10-K for the year ended December 31, 2024 and the complete Proxy Statement. In this Proxy Statement, the terms "Danaher," the "Company," "we," "us" or "our" 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.

2025 Annual Meeting of Shareholders

Time and Date 3:00 p.m. Eastern time Tuesday,

May 6, 2025

Locationwww.virtualshareholdermeeting.com/DHR2025

Record Date

March 7, 2025

We intend to mail the Notice Regarding the Availability of Proxy Materials, or the Proxy Statement and proxy card as applicable, to our shareholders on or about March 26, 2025.

Voting Matters

Proposal

Description

Board Recommendation

PROPOSAL 1 - Election of directors (page 12)

We are asking our shareholders to elect each of the thirteen directors identified below to serve until the 2026 Annual Meeting of Shareholders.

ü FOR each nominee

PROPOSAL 2 - Ratification of the appointment of the independent registered public accounting firm (page 36)

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 2025. Although our shareholders are not required to approve the selection of E&Y, our Board of Directors (the "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 71)

We are asking our shareholders to cast a non-binding, advisory vote on the compensation of the executive officers named in the 2024 Summary Compensation Table (the "named executive officers" or "NEOs") on page 53. 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 2024.

ü FOR

Please see the sections titled "General Information About the Meeting" and "Other Information" beginning on pages 72 and 75 respectively, 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.

Business Highlights

2024 Performance

Following the separation of three of our lines of business over the past decade, 2024 marked Danaher's first full year as a more strategically focused life sciences and diagnostics company. During the year we continued to invest in Danaher's future growth, investing approximately $1.6 billion in research and development and approximately $1.4 billion in capital expenditures to support future core growth; and investing over $0.5 billion in acquisitions that strengthen our capabilities in key strategic vectors. In addition to these significant investments in our growth, we returned more than $6.7 billion to our shareholders through stock buybacks and dividends and generated the following financial returns:

$23.9 Billion

$4.9 Billion

$6.7 Billion

2024 Sales

2024 Operating Profit

2024 Operating Cash Flow

h 5.9%

Compound Annual Growth Rate

h 8.3%

h 12.8%

("CAGR")

CAGR

Compared to Year Ended

December 31, 2019

Long-Term Performance

The graph below reflects Danaher's compound average annual shareholder return over the past twenty-five years, compared to the S&P 500 and the Health Care Select Sector SPDR Fund:

(1) XLV = The Health Care Select Sector SPDR Fund

Corporate Governance Overview

Our Board 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 and promotes robust risk oversight. Below are highlights of our corporate governance framework.

Board composition is critical to our success. Over the past six years our Board has added important new skills and experience, and average director nominee tenure has declined by more than 18%.

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

We have never had a shareholder rights plan.

Our Bylaws provide for proxy access by shareholders.

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

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.

Shareholder Engagement Program

All members of our Audit, Compensation and Nominating & 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 2024 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Danaher as a First Tier company.

We actively seek and highly value feedback from our shareholders. During 2024, 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 and our governance, executive compensation and sustainability programs. 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.

Board of Directors Nominees

Below is an overview of each of the director nominees you are being asked to elect at the 2025 Annual Meeting.

Committee Memberships

Director

Name and Principal Occupation Rainer M. Blair

Independent Age Since A C N S E F

President and Chief Executive Officer 60 2020

Danaher Corporation

Feroz Dewan

Chief Executive Officer

48 2022

Arena Holdings Management LLC

Linda Filler

Former President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer

Walgreen Co.

ü ü

65 2005

Charles W. Lamanna

Corporate Vice President, Business & Industry Copilot

Microsoft Corporation

2025

Teri List

Former Executive Vice President and Chief Financial Officer

Gap Inc.

Jessica L. Mega, MD, MPH

Former Chief Medical and Scientific Officer Verily Life Sciences LLC

50 2019

Mitchell P. Rales

ü ü

62 2011

Chairman of the Executive Committee 68 1983

Danaher Corporation

l l

Steven M. Rales

Chairman of the Board 73 1983

Danaher Corporation

A. Shane Sanders

Former Senior Vice President of Business Transformation

Verizon Communications Inc.

John T. Schwieters

Former Principal Perseus TDC

Alan G. Spoon

Former Managing General Partner Polaris Partners

Raymond C. Stevens, PhD

Chief Executive Officer Structure Therapeutics

Elias A. Zerhouni, MD

President and Vice Chairman OPKO Health, Inc.

ü ü ü ü ü

62 2021

73 1999

73 2009

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

Director Nominee Skills, Expertise and Backgrounds

Director

Director Nominees

Nominee Age

Who Joined Board Within

Last 6 Years

Skills and Experience

Global/International

Product Innovation

Accounting

lllllllllll11 llllll6 llll4

Life Sciences llll4

Digital/AI Technology llllll6

Finance lllllll7

Diagnostics

Mergers & Acquisitions

Branding/Marketing

2 1

lllllllll9 l

Healthcare Management

2 lllllll7ll2

2024 Meeting Attendance

Public Company CEO and/or President Government, Legal or Regulatory

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 Danaher Business System ("DBS") Innovation Engine, a rigorous, holistic management program encompassing tools that facilitate innovation, process, strategy, organization, talent and culture

• We invested approximately $1.6 billion in research and development in 2024

• In 2025, we plan to enhance our operating company strategic planning process to better integrate considerations of sustainability where strategically relevant

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

• Demonstrating the investment we make in associate professional development and the value we place on our team, in 2024 our internal fill rate for manager, senior leader and executive roles exceeded 78%

Executive Compensation Highlights

Overview of Executive Compensation Program

Protecting our environment

• In 2024, we committed to set science-based greenhouse gas (GHG) emission reduction targets in line with the Science Based Targets initiative (SBTi), including a long-term target to achieve net-zero value chain emissions by no later than 2050. This commitment expands upon the target we established in 2022 to reduce absolute Scope 1 and 2 GHG emissions 50.4% by 2032 compared to a 2021 baseline

• DBS continues to be a uniquely powerful system for supporting our decarbonization ambitions. With the DBS Energy Management Toolkit as our foundation, in 2024 we expanded our suite of domain-specific DBS tools and processes with the goal of driving efficient progress toward our GHG emission reduction goal

• In 2024, we also deployed across our businesses a climate risk and opportunity assessment program based on elements of the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations

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 help increase long-term shareholder value, achieve annual business goals and build long-term careers with Danaher.

Disclaimer

Danaher Corporation published this content on March 26, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 26, 2025 at 12:06:02.049.