DEF 14A 1 d656365ddef14a.htm DEF 14A DEF 14A
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  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 Pursuant to § 240.14a-12

DANAHER CORPORATION

(Name of Registrant as Specified in its Charter)

 

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

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  1)  

Title of each class of securities to which transaction applies:

 

     

  2)  

Aggregate number of securities to which transaction applies:

 

     

  3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  4)  

Proposed maximum aggregate value of transaction:

 

     

  5)  

Total fee paid:

 

     

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  1)  

Amount Previously Paid:

 

     

  2)  

Form, Schedule or Registration Statement No.:

 

     

  3)  

Filing Party:

 

     

  4)  

Date Filed:

 

     

 

 

 


Table of Contents

LOGO

 

DANAHER 2018 PROXY STATEMENT


Table of Contents

DANAHER CORPORATION

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

Washington, D.C. 20037-1701

March 27, 2019

 

     NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

When:

   May 7, 2019 at 3:00 p.m., local time.

Where:

   Washington Marriott Georgetown, 1221 22nd Street NW, Washington, D.C.

Items of Business:

  

1.  To elect the eleven directors named in the attached proxy statement to hold office until the 2020 annual meeting of shareholders and until their successors are elected and qualified.

 

2.  To ratify the selection of Ernst & Young LLP as Danaher’s independent registered public accounting firm for the year ending December 31, 2019.

 

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

 

4.  To act upon a shareholder proposal requesting adoption of a policy requiring an independent Board Chair whenever possible.

 

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

Who Can Vote:

   Shareholders of Danaher Common Stock at the close of business on March 11, 2019. YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

Attending the Meeting:

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

Date of Mailing:

   We intend to mail the Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”), or the Proxy Statement and proxy card as applicable, to our shareholders on or about March 27, 2019.

By order of the Board of Directors,

JAMES F. O’REILLY

Vice President, Associate General Counsel and Secretary

 

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

 

LOGO  

VIA THE INTERNET

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

  LOGO  

BY TELEPHONE

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

  LOGO  

BY MAIL

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

 

 

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

 


Table of Contents

2019 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT TABLE OF CONTENTS

 

 

 

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 7, 2019. This Proxy Statement and the accompanying Annual Report are available free of charge at: www.edocumentreview.com/DHR or investors.danaher.com/annual-report-and-proxy.

 


Table of Contents

PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be acted upon at our 2019 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 and executive compensation. The following description is only a summary. For more information about these topics, please review Danaher’s Annual Report on Form 10-K for the year ended December 31, 2018 and the complete Proxy Statement. In this Proxy Statement, the terms “Danaher” or the “Company” refer to Danaher Corporation, Danaher Corporation and its consolidated subsidiaries or the consolidated subsidiaries of Danaher Corporation, as the context requires.

 

2019 Annual Meeting of Shareholders

DATE AND TIME: May 7, 2019, 3:00 p.m. local time

PLACE: Washington Marriott Georgetown, 1221 22nd Street NW, Washington, D.C

RECORD DATE: March 11, 2019

Voting Matters

 

    PROPOSAL   DESCRIPTION  

 

BOARD

RECOMMENDATION 

   
 

Proposal 1: Election of

directors (page 1)

  We are asking our shareholders to elect each of the eleven directors identified below to serve until the 2020 Annual Meeting of shareholders.  

ü

FOR

each nominee

 

 
 

Proposal 2: Ratification

of the appointment of the

independent registered

public accounting firm

(page 21)

 

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 2019. Although our shareholders are not required to approve the selection of E&Y, our Board believes that it is advisable to give our shareholders an opportunity to ratify this selection.

 

 

ü

FOR

 
 

Proposal 3: Advisory vote to

approve named executive

officer compensation

(page 57)

 

We are asking our shareholders to cast a non-binding, advisory vote on the compensation of the executive officers named in the Summary Compensation Table (the “named executive officers” or “NEOs”). In evaluating this year’s “say on pay” proposal, we recommend that you review our Compensation Discussion and Analysis, which explains how and why the Compensation Committee of our Board arrived at its executive compensation actions and decisions for 2018.

 

 

ü

FOR

 
 

Proposal 4: Shareholder proposal

(page 58)

 

You are being asked to consider a shareholder proposal requesting adoption of a policy requiring an independent Board Chair whenever possible.

 

 

O

AGAINST

 

 

Please see the sections titled “General Information About the Meeting” and “Other Information” beginning on page 60 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.

 

 

      DANAHER  2019 PROXY STATEMENT      i


Table of Contents

Business Highlights

2018 Performance

In 2018, Danaher:

 

   

continued to invest in future growth, investing $1.2 billion in research and development and deploying over $2.2 billion on strategic acquisitions that complement our Life Sciences and Environmental & Applied Solutions segments, including the $2.1 billion acquisition of Integrated DNA Technologies, Inc. (“IDT”);

 

 

   

announced and began preparations to stand-up our Dental segment as a publicly-traded company;

 

 

   

returned over $430 million to shareholders through cash dividends, marking the 26th year in a row Danaher has paid a dividend (Danaher’s per-share quarterly dividend has increased more than 500% over the last five years); and

 

 

   

grew our business on a year-over-year basis as illustrated below:

 

 

DANAHER 2017-2018 YEAR-OVER-YEAR GROWTH FROM CONTINUING OPERATIONS

 

 

LOGO

 

 

 

 

 

 

 

 

 

ii     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

 Long-Term Performance

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

 

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

   LOGO

 

   

over every rolling 3-year period from and including 1994-2018; and

 

 

   

by more than 600 basis points over every rolling 3-year period from and including 1999-2018.

 

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

 

 

LOGO

 

 

LOGO

 

 

 

 

 

      DANAHER  2019 PROXY STATEMENT      iii


Table of Contents

Corporate Governance Highlights

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

 

 

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

 

 

Our Bylaws provide for proxy access by shareholders.

 

 

Our Chairman and CEO positions are separate.

 

 

Our Board has established a Lead Independent Director position.

 

 

All of our directors are elected annually.

 

 

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

 

 

Our shareholders have the right to act by written consent.

 

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

 

 

We have never had a shareholder rights plan.

 

 

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

 

 

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

 

 

Danaher (including its subsidiaries during the period we have owned them) has made no political contributions since at least 2012, has no intention of contributing any Danaher funds for political purposes and discloses its political expenditures policy on its public website. The 2018 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Danaher as a First Tier company.

 

 

Shareholder Engagement Program

We actively seek and highly value feedback from our shareholders. During 2018, in addition to our traditional Investor Relations outreach efforts, we engaged with shareholders representing approximately 25% of our outstanding shares on topics including our business strategy and financial performance, governance and executive compensation programs and sustainability initiatives. We shared feedback received during these meetings with our Nominating & Governance Committee and Compensation Committee, informing their decision-making.

Board of Directors

Below is an overview of each of the director nominees you are being asked to elect at the 2019 Annual Meeting.

 

    NAME  

DIRECTOR

SINCE

  PRINCIPAL PROFESSIONAL EXPERIENCE  

COMMITTEE

MEMBERSHIPS

  

 

OTHER

PUBLIC

COMPANY

BOARDS

   
 

Donald J. Ehrlich*

Lead Independent Director

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

President and Chief Executive Officer,

Danaher Corporation

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

F (Chair),

E (Chair)

   2  
  Steven M. Rales   1983   Chairman of the Board, Danaher Corporation   F, E, S    1  
  John T. Schwieters*   2003   Principal, Perseus TDC   A (Chair), N    0  
  Alan G. Spoon*   1999   Consultant, Polaris Partners; Former Managing General Partner, Polaris Partners   C    4  
  Raymond C. Stevens, Ph.D.*   2017  

Provost Professor of Biological Sciences and Chemistry, and Director of The Bridge Institute, at the University of

Southern California

  S    0  
  Elias A. Zerhouni, M.D.*   2009  

Former President, Global Research & Development,

Sanofi S.A.

  S (Chair), N    0  

 

  *

= Independent director

  A

= Audit Committee

  C

= Compensation Committee

  E

= Executive Committee

  F

= Finance Committee

  N

= Nominating & Governance Committee

  S

= Science & Technology Committee

 

 

 

iv     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Sustainability

Following the spin-off of Danaher’s Fortive Corporation business in 2016, Danaher conducted a full sustainability materiality assessment, which included gathering input from dozens of stakeholders, benchmarking our program against our peers, prioritizing our focus areas and developing a clear framework to guide our future efforts. As a result of this effort, three key pillars now underpin Danaher’s sustainability program, reflecting what we believe are the most critical areas where our strategy and sustainability goals intersect:

 

   

Innovation. This pillar addresses the direct contributions Danaher makes each day to advancing health and safety around the world. Danaher’s products and services help fight disease, protect water and air quality, and improve access to healthcare in underserved areas. Danaher’s research and development spending as a percentage of sales was 6.2% in 2018 and as of the end of 2018 Danaher held approximately 14,000 patents worldwide, underscoring our commitment to innovation.

 

 

   

People. This pillar focuses on our most valuable resource for delivering these world-changing, often life-saving innovations—our people. Our programs and initiatives that advance our associates’ safety, professional ambitions and personal growth, and strengthen the communities in which we live and work, demonstrate our commitment to those who truly define our company. In 2018, 92% of our employees participated in our annual engagement survey, and on a year-over-year basis Danaher’s scores improved in each of the 53 survey areas. Reflecting our continued commitment to diversity and inclusion, we’ve trained more than 3,000 managers globally on how to build inclusive and diverse teams and leaders, and in 2018 for the fifth year in a row the Human Rights Campaign named Danaher one of the “Best Places to Work for LGBTQ Equality.”

 

 

   

Environment. This pillar encompasses how we work to increase the use of sustainable materials and energy sources and reduce our carbon footprint. Our goal here is to establish Company-wide standards where it makes sense, while providing our operating companies with the flexibility to pursue environmental sustainability in ways that best fit the needs of their stakeholders. In 2018, Danaher deployed the first environmental sustainability tools in the Danaher Business System (DBS) toolkit, focused on reducing energy use and waste generation.

 

At the Board level, Danaher’s Nominating and Governance Committee has the authority and responsibility to consider matters regarding sustainability and social responsibility, as set forth in the committee’s charter. At the management level, Danaher’s Senior Vice President and General Counsel, who reports directly to our CEO, has general oversight responsibility with respect to matters of sustainability and social responsibility, and is responsible for reviewing and approving Danaher’s sustainability reports.

More information about Danaher’s sustainability efforts is included in our latest Sustainability Report, available at

https://sustainability.danaher.com/.

 

 

 

 

      DANAHER  2019 PROXY STATEMENT      v


Table of Contents

Executive Compensation Highlights

Overview of Executive Compensation Program

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

 

   

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

 

 

   

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

 

 

   

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

 

To achieve these objectives our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term 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.

Compensation Governance

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

 

          

 

WHAT WE DO

 

         

 

WHAT WE DON’T DO

 

   
    LOGO      Five-year vesting requirement for equity awards (or in the case of PSUs, three-year vesting and a further two-year holding period)      LOGO      No tax gross-up provisions (except as applicable to management employees generally such as relocation policy)  
    LOGO      Incentive compensation programs feature multiple, different performance measures aligned with business strategy      LOGO      No dividend/dividend equivalents paid on unvested equity awards  
    LOGO      Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing      LOGO      No “single trigger” change of control benefits  
    LOGO      Minimum one-year vesting requirement for 95% of shares granted under the Company’s stock plan      LOGO      No active defined benefit pension program since 2003  
   

 

LOGO

 

 

 

   Stock ownership requirements for all executive officers      LOGO      No hedging of Danaher securities permitted  
   

 

LOGO

 

 

 

   Limited perquisites and a cap on CEO/CFO personal aircraft usage      LOGO      No long-term incentive compensation is denominated or paid in cash  
    LOGO      Independent compensation consultant that performs no other services for the Company      LOGO      No above-market returns on deferred compensation plans  

 

 

 

vi     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Named Executive Officers 2018 Compensation

The following table sets forth the 2018 compensation of our named executive officers. Please see pages 39-40 for information regarding 2017 and 2016 compensation, as well as footnotes.

 

   

NAME AND

PRINCIPAL

POSITION

  SALARY     BONUS     STOCK
AWARDS
    OPTION
AWARDS
   

NON-EQUITY
INCENTIVE

PLAN
COMPENSATION

   

CHANGE IN

PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS

    ALL OTHER
COMPENSATION
    TOTAL      
 

Thomas P. Joyce, Jr.,

President and CEO

  $ 1,236,000       0     $ 5,516,165     $ 4,478,180     $ 3,604,176       0                $526,520     $ 15,361,041    
 

Daniel L. Comas,

Executive Vice

President and Former CFO

  $ 932,639       0     $ 2,151,910     $ 1,746,670     $ 1,704,398       0                $311,600     $ 6,847,217    
 

Rainer M. Blair,

Executive Vice President

  $ 700,000       0     $ 1,655,066     $ 1,343,570     $ 1,275,750       0                $114,981     $ 5,089,367    
 

William K. Daniel II,

Executive Vice President

  $ 812,650       0     $ 2,068,562     $ 1,679,390     $ 1,440,423       0                $173,668     $ 6,174,693    
 

Joakim Weidemanis,

Executive Vice President

  $ 660,000       0     $ 1,434,246     $ 1,164,350     $ 1,076,262       0                $104,496     $ 4,439,354    
                   

 

 

 

 

 

      DANAHER  2019 PROXY STATEMENT      vii


Table of Contents

  

 

 

PROPOSAL 1 — ELECTION OF DIRECTORS OF DANAHER

 

The Board has fixed the number of directors at eleven and our entire Board is elected annually. We are seeking your support for the election of the eleven candidates that the Board has nominated to serve on the Board of Directors (each of whom currently serves as a director of the Company), to serve until the 2020 Annual Meeting of shareholders and until his or her successor is duly elected and qualified. We believe these nominees have qualifications consistent with our position as a large, global and diversified science and technology company. We also believe these nominees have the experience and perspective to guide Danaher as we expand our business in high-growth geographies and high-growth market segments, identify, consummate and integrate appropriate acquisitions,

develop innovative and differentiated new products and services, adjust to rapidly changing technologies, business cycles and competition and address the demands of an increasingly regulated environment.

Proxies cannot be voted for a greater number of persons than the eleven nominees named in this Proxy Statement. In the event a nominee declines or is unable to serve, the proxies may be voted in the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this will occur.

 

 

2019 Director Nominees

 

   

DONALD J. EHRLICH

    
   

AGE 81     DIRECTOR SINCE: 1985

 

   
   

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

 

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

 

   

 

   

LINDA HEFNER FILLER

    
   

AGE 58     DIRECTOR SINCE: 2005

 

   
   

Ms. Hefner Filler served as President of Retail Products, Chief Marketing Officer and Chief Merchandising Officer of Walgreen Co., a national drugstore chain, from January 2015 to April 2017. From March 2013 until June 2014, Ms. Hefner Filler served as President, North America of Claire’s Stores, Inc., a specialty retailer; from May 2007 to June 2012, as Executive Vice President of Wal-Mart Stores Inc., an operator of retail stores and warehouse clubs, and from April 2009 to June 2012 also as Chief Merchandising Officer for Sam’s Club, a division of Wal-Mart; and from May 2004 through December 2006, as Executive Vice President—Global Strategy for Kraft Foods Inc., a food and beverage company.

 

Ms. Hefner 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. Hefner 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.

 

   

 

   

THOMAS P. JOYCE, JR.

    
   

AGE 58     DIRECTOR SINCE: 2014

 

   
   

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

 

   

 

      DANAHER  2019 PROXY STATEMENT      1


Table of Contents

  Proposal 1 — Election of Directors of Danaher

 

 

 

   

TERI LIST-STOLL

 

    
    AGE 56     DIRECTOR SINCE: 2011    
   

Ms. List-Stoll has served as Executive Vice President and Chief Financial Officer of Gap Inc., a global clothing retailer, since January 2017. 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-Stoll 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-Stoll was employed by the accounting firm of Deloitte & Touche for almost ten years. Ms. List-Stoll is a member of the board of directors of Microsoft Corporation.

 

Ms. List-Stoll’s experience dealing with complex finance and accounting matters for Gap, Dick’s, Kraft and Procter & Gamble have given her an appreciation for and understanding of the similarly complex finance and accounting matters that Danaher faces. In addition, through her leadership roles with large, global companies she has insight into the business practices that are critical to the success of a large, growing public company such as Danaher.

 

   

 

   

WALTER G. LOHR, JR.

    
   

AGE 75     DIRECTOR SINCE: 1983

 

   
   

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

 

Prior to his tenure at Hogan Lovells, Mr. Lohr served as assistant attorney general for the State of Maryland. He has extensive experience advising companies in a broad range of transactional matters, including mergers and acquisitions, contests for corporate control and securities offerings. His extensive knowledge of the legal strategies, issues and dynamics that pertain to mergers and acquisitions and capital raising has been a critical resource for Danaher given the importance of its acquisition program.

 

   

 

   

MITCHELL P. RALES

    
   

AGE 62     DIRECTOR SINCE: 1983

 

   
   

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

 

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.

 

   

 

2     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Proposal 1 — Election of Directors of Danaher  

 

 

 

   

STEVEN M. RALES

 

    
   

AGE 67     DIRECTOR SINCE: 1983

 

   
   

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

 

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.

 

   
   

JOHN T. SCHWIETERS

 

    
   

AGE 79     DIRECTOR SINCE: 2003

 

   
   

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

 

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

 

   

 

   

ALAN G. SPOON

 

    
   

AGE 67     DIRECTOR SINCE: 1999

 

   
   

Mr. Spoon has served as a consultant to Polaris Partners, a company that invests in private technology and life science firms, since January 2019, after serving as Partner Emeritus of Polaris Partners from January 2015 to December 2018, Managing General Partner from 2000 to 2010 and Partner from May 2000 to December 2018. Mr. Spoon is also a member of the board of directors of each of Fortive Corporation, IAC/InterActiveCorp., Match Group, Inc. and Cable One, Inc. The Board has concluded that Mr. Spoon’s service on the boards of four other publicly-traded companies does not interfere with his ability to serve effectively as a Danaher director. The Board took into account in particular that one of the other companies on whose board he sits (IACInterActiveCorp.) owns more than 80% of another company on whose board he sits (Match Group, 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.

 

   

 

      DANAHER  2019 PROXY STATEMENT      3


Table of Contents

  Proposal 1 — Election of Directors of Danaher

 

 

   

RAYMOND C. STEVENS, PH.D.

 

    
   

AGE 55     DIRECTOR SINCE: 2017

 

   
   

Professor Stevens has served as Provost Professor of Biological Sciences and Chemistry, and Director of The Bridge Institute, at the University of Southern California, a private research university, since July 2014. 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 is also Founding Director of the iHuman Institute at ShanghaiTech University, and has launched multiple biotechnology companies focused on drug discovery.

 

Professor Stevens is considered among the world’s most influential biomedical scientists in molecular research. A pioneer in human cellular behavior research, he has been involved in the creation of therapeutic molecules that led to breakthrough drugs aimed at curing influenza, childhood diseases, neuromuscular disorders and diabetes. Professor Stevens’ insights in the area of molecular research, as well as his experience bringing industry and academia together to advance drug development, are highly beneficial to Danaher given our strategic focus on the development of research tools used to understand the causes of disease, identify new therapies and test new drugs and vaccines.

 

   

 

   

ELIAS A. ZERHOUNI, M.D.

    
   

AGE 67     DIRECTOR SINCE: 2009

 

   
   

Dr. Zerhouni served as President, Global Research & Development, for Sanofi S.A., a global pharmaceutical company, from 2011 to June 2018. From 2008 until 2011, he provided advisory and consulting services to various non-profit and other organizations as Chairman and President of Zerhouni Holdings. From 2002 to 2008, Dr. Zerhouni served as director of the National Institutes of Health, and from 1996 to 2002, he served as Chair of the Russell H. Morgan Department of Radiology and Radiological Sciences, Vice Dean for Research and Executive Vice Dean of the Johns Hopkins School of Medicine.

 

Dr. Zerhouni, a physician, scientist and world-renowned leader in radiology research, is widely viewed as one of the leading authorities in the United States on emerging trends and issues in medicine and medical care. These insights, as well as his deep, technical knowledge of the research and clinical applications of medical technologies, are of considerable importance given Danaher’s strategic focus in the medical technologies markets. Dr. Zerhouni’s government experience also gives him a strong understanding of how government agencies work, and his experience growing up in North Africa, together with the global nature of the issues he faced at NIH and his role at France-based Sanofi, give him a global perspective that is valuable to Danaher.

 

   

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

 

4     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Proposal 1 — Election of Directors of Danaher  

 

 

Board Selection and Refreshment

Director Selection

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

 

 

personal and professional integrity and character;

 

 

prominence and reputation in his or her profession;

 

 

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

 

 

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

 

 

availability to devote sufficient time to the affairs of Danaher.

The Nominating and Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. Nominees may be suggested by directors, members of management, shareholders or, in some cases, by a third-party search firm. The Committee considers a wide range of factors when assessing potential director nominees. This includes consideration of the current composition of the Board, any perceived need for one or more particular areas of expertise, the balance of management and independent directors, the need for committee-specific expertise, the evaluations of other prospective nominees and the qualifications of each potential nominee relative to the attributes, skills and experience described above. The Board does not have a formal or informal policy with respect to diversity but believes that the Board, taken as a whole, should embody a diverse set of skills, knowledge, experiences and backgrounds appropriate in light of the Company’s needs, and in this regard also subjectively takes into consideration the diversity (with respect to race, gender and national origin) of the Board when considering director nominees. The Board does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

A shareholder who wishes to recommend a prospective nominee for the Board should notify the Nominating and Governance Committee in writing using the procedures described below under “Other Information – Communications with the Board of Directors” with whatever supporting material the shareholder considers appropriate. If a prospective nominee has been identified other than in connection with a director search process initiated by the Committee, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate based primarily on its view as to whether a new or additional Board member is necessary or appropriate at such time, the likelihood that the prospective nominee can satisfy the evaluation factors described above and any other factors as the Committee may deem appropriate. The Committee takes into account whatever information is provided to the Committee with the recommendation of the prospective candidate and any additional inquiries the Committee may in its discretion conduct or have conducted with respect to such prospective nominee.

The graph below illustrates the diverse set of skills, knowledge, experiences and backgrounds represented on our Board:

 

 

ACCOUNTING/FINANCE         

          2                                

    

                                     

BRANDING AND MARKETING        

          2                                
                                     

GOVERNMENT        

       1                                   
                                     

INTERNATIONAL        

                4                          
                                     

LEGAL        

       1                                   
                                     

LIFE SCIENCES/HEALTH TECHNOLOGY         

             3                             
                                     

M&A / CORPORATE FINANCE         

                                  8        
                                     

PUBLIC COMPANY CEO AND/OR PRESIDENT        

                     5                     

    

                                     

TECHNOLOGY/INNOVATION STRATEGY        

                        6                  

Board Refreshment

Our Board actively considers Board refreshment. Using our Board skills matrix as a guide as well as the results of our annual Board and committee self-assessment process (discussed below), the Nominating and Governance Committee evaluates Board composition at least annually and identifies for Board consideration areas of expertise that would complement and enhance our current Board. In

 

      DANAHER  2019 PROXY STATEMENT      5


Table of Contents

  Proposal 1 — Election of Directors of Danaher

 

 

considering the Committee’s recommendations, the Board seeks to thoughtfully balance the knowledge and experience that comes from longer-term Board service with the fresh ideas and new domain expertise that can come from adding new directors. The recent addition of Raymond C. Stevens, Ph.D. to our Board is evidence of our focus on refreshment.

Proxy Access

Our Amended and Restated Bylaws (“Bylaws”) permit a shareholder, or a group of up to twenty shareholders, owning three percent or more of the Company’s outstanding shares of Common Stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials a number of director nominees up to the greater of (x) two, or (y) twenty percent of the Board, provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.

Majority Voting Standard

General

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

Contested Elections

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

 

6     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

  

 

 

CORPORATE GOVERNANCE

 

Corporate Governance Overview

 

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

 

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

 

  Our Bylaws provide for proxy access by shareholders.

 

  Our Chairman and CEO positions are separate.

 

  Our Board has established a Lead Independent Director position.

 

  All of our directors are elected annually.

 

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

 

  Our shareholders have the right to act by written consent.

  

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

 

  We have never had a shareholder rights plan.

 

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

 

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

 

  Danaher (including its subsidiaries during the period we have owned them) has made no political contributions since at least 2012, has no intention of contributing any Danaher funds for political purposes, and discloses its political expenditures policy on its public website. The 2018 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Danaher as a First Tier company.

 

 

Board Leadership Structure, Oversight and CEO Succession Planning

Board Leadership Structure

The Board has separated the positions of Chairman and CEO because it believes that, at this time, this structure best enables the Board to ensure that Danaher’s business and affairs are managed effectively and in the best interests of shareholders. This is particularly the case in light of the fact that the Company’s Chairman is Steven Rales, a co-founder of the Company who owns approximately 6.0 percent of the Company’s outstanding shares, served as CEO of the company from 1984 to 1990 and continues to serve as an executive officer of the company. As a result of his substantial ownership stake in the Company, the Board believes that Mr. Rales is uniquely able to understand, articulate and advocate for the rights and interests of the Company’s shareholders. Moreover, Mr. Rales uses his management experience with the Company and Board tenure to help ensure that the non-management directors have a keen understanding of the Company’s business as well as the strategic and other risks and opportunities that the Company faces. This enables the Board to more effectively provide insight and direction to, and exercise oversight of, the Company’s President and CEO and the rest of the management team responsible for the Company’s day-to-day business (including with respect to oversight of risk management).

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

 

   

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

 

   

has the authority to call meetings of the independent directors;

 

   

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

 

   

advises with respect to the Board’s agenda.

 

      DANAHER  2019 PROXY STATEMENT      7


Table of Contents

  Corporate Governance

 

 

Board Oversight of Strategy

One of the Board’s primary responsibilities is overseeing management’s establishment and execution of the Company’s strategy. At least quarterly, the CEO, our executive leadership team and other business leaders provide detailed business and strategy updates to the Board. At least annually, the Board conducts an even more in-depth review of the Company’s overall strategy. At these reviews, the Board engages with our executive leadership team and other business leaders regarding business objectives, the competitive landscape, economic trends and other developments. At meetings occurring throughout the year, the Board also assesses mergers and acquisitions and other capital allocation topics, the Company’s budget and Company performance, among other topics. The Board looks to the focused expertise of its committees to inform strategic oversight in their areas of focus.

 

      

 

Spotlight: oversight of strategic acquisitions

 

The Board oversees Danaher’s strategic acquisition and integration process. Danaher views acquisitions as an important element of our strategy to deliver long-term shareholder value. Our Board includes 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, including valuation, risk and potential synergies with Danaher’s businesses and strategy. The Board’s acquisition oversight also extends across transactions and over time, as the Board regularly reviews and provides feedback regarding the operational and financial performance of our historical acquisitions.

 

 


      

 

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 issues. Danaher is focused on creating a respectful, rewarding, diverse, and inclusive work environment that allows our employees (whom we refer to as associates) to build meaningful careers. The success of these human capital management objectives is essential to our strategy and our shared purpose to Help Realize Life’s Potential. Working with management, the Board and Compensation Committee oversee matters including culture, succession planning and development, compensation, benefits, talent recruiting and retention, associate engagement and diversity and inclusion. Additionally, each year, the Compensation Committee evaluates management’s annual assessment of risk related to our compensation policies and practices.

 

•   With the support of our Nominating and Governance Committee, our Board also maintains and annually reviews both a long-term succession plan and emergency succession plan for the CEO position. The foundation of the long-term succession planning process is a CEO development model consisting of two dimensions, leadership behaviors and development experiences. The Board uses the development model as a guide in preparing candidates, and also in evaluating candidates for the CEO and other executive positions at the Board’s annual talent review and succession planning session. At the annual session, the Board evaluates and compares candidates using the development model, and reviews each candidate’s development actions, 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.

 

 

 

8     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Corporate Governance  

 

 

Board Oversight of Risk

The Board’s role in risk oversight at the Company is consistent with the Company’s leadership structure, with management having day-to-day responsibility for assessing and managing the Company’s risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company. Each committee reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities. On an annual basis, the Company’s Risk Committee (consisting of members of senior management) inventories, assesses and prioritizes the most significant risks facing the Company as well as related mitigation efforts and provides a report to the Board. With respect to the manner in which the Board’s risk oversight function impacts the Board’s leadership structure, as described above our Board believes that Mr. Steven Rales’ management experience and tenure help the Board to more effectively exercise its risk oversight function.

 

 

  BOARD/COMMITTEE

  

 

PRIMARY AREAS OF RISK OVERSIGHT

Full Board

  

Risks associated with Danaher’s strategic plan, acquisition and capital allocation program, capital structure, liquidity, organizational structure and other significant risks, and overall risk assessment and risk management policies.

 

Audit Committee

  

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

 

Compensation Committee

 

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

Nominating and Governance Committee

 

  

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

 

 

      

 

 

Spotlight: oversight of cybersecurity risk

 

The Board and the Audit Committee oversee the Company’s management of cybersecurity risk. To mitigate the risks posed by cybersecurity incidents and cyber attacks, we have developed a program, led by the Company’s Chief Information Security Officer, that is designed to protect the confidentiality, integrity and continued availability of the Company’s data and systems. This program includes a cybersecurity incident response plan and other policies and procedures designed to assist the Company in managing cybersecurity incidents and risks. Danaher’s Chief Information Officer and Chief Information Security Officer provide regular updates to the Audit Committee regarding this program, including information about cyber risk management governance and the status of projects to strengthen cybersecurity controls. The Audit Committee regularly briefs the full Board on these matters, and the full Board also receives periodic briefings from management on the Company’s cybersecurity program. The Company has also updated its disclosure controls and procedures to specifically address cybersecurity risk, including by amending the Company’s Insider Trading Policy to address cybersecurity and by ensuring clear linkage between Danaher’s Disclosure Committee and Chief Information Security Officer.

 

 

Board of Directors and Committees of the Board

 

 

General

The Board met six times in 2018. All directors attended at least 75% of the aggregate of the total number of meetings of the Board and of all committees of the Board on which they served (during the period they so served) during 2018. Danaher typically schedules a Board meeting in conjunction with each annual meeting of shareholders and as a general matter expects that the members of the Board will attend the annual meeting. Eleven of our directors attended the Company’s annual meeting in May 2018.

The membership of each of the Board’s committees as of March 11, 2019 is set forth to the right. While each of the committees is authorized to delegate its powers to sub-committees, none of the committees did so during 2018. The Audit, Compensation and Nominating and Governance Committees report to the Board on their actions and recommendations at each regularly scheduled Board meeting.

 

  NAME OF DIRECTOR   AUDIT   COMPENSATION  

 

NOMINATING &

GOVERNANCE

  EXECUTIVE   FINANCE   SCIENCE AND
TECHNOLOGY
     

Donald J. Ehrlich

 

X

 

Chair

                       

Linda Hefner Filler

         

Chair

         

X

       

Thomas P. Joyce, Jr.

             

X

 

X

 

X

       

Walter G. Lohr, Jr.

     

X

 

X

     

X

           

Teri List-Stoll

 

X

                           

Mitchell P. Rales

             

Chair

 

Chair

           

Steven M. Rales

             

X

 

X

 

X

       

John T. Schwieters

 

Chair

     

X

                   

Raymond C. Stevens, Ph.D.

                     

X

       

Alan G. Spoon

     

X

                       

Elias A. Zerhouni, M.D.

         

X

         

Chair

       

# of meetings held in 2018

 

6

 

4

 

7

 

1

 

1

 

2

       
 

 

 

      DANAHER  2019 PROXY STATEMENT      9


Table of Contents

  Corporate Governance

 

 

Audit Committee

The Audit Committee prepares a report as required by the SEC to be included in this Proxy Statement and assists the Board in overseeing:

 

 

the quality and integrity of Danaher’s financial statements;

 

 

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

 

 

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

 

 

the performance of Danaher’s internal audit function;

 

 

Danaher’s compliance with legal and regulatory requirements;

 

 

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

 

 

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

The Board has determined that each of the members of the Audit Committee is independent for purposes of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”) and the NYSE listing standards, qualifies as an audit committee financial expert as that term is defined in Item 407(d)(5) of Regulation S-K under the Securities Exchange Act and is financially literate within the meaning of the NYSE listing standards. The Committee typically meets in executive session, without the presence of management, at its regularly scheduled meetings.

Compensation Committee

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

Each member of the Compensation Committee is an “outside director” for purposes of Section 162(m) of the Internal Revenue Code (“Section 162(m)”), a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act and, based on the determination of the Board, independent under the NYSE listing standards and under Rule 10C-1 under the Securities Exchange Act. The Committee typically meets in executive session, without the presence of management, at its regularly scheduled meetings.

        Management Role in Supporting the Compensation Committee

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

 

   

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

 

   

participates in the Committee’s discussions regarding the performance and compensation of the other executive officers and provides recommendations to the Committee regarding all significant elements of compensation paid to such officers, their annual, personal performance objectives and his evaluation of their performance (the Committee gives considerable weight to

 

10     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Corporate Governance  

 

 

 

our CEO’s evaluation of and recommendations with respect to the other executive officers because of his direct knowledge of each such officer’s performance and contributions); and

 

   

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

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

        Independent Compensation Consultant Role in Supporting the Compensation Committee

Under the terms of its charter, the Committee has the authority to engage the services of outside advisors and experts. The Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant since 2008. The Committee engages FW Cook because it is considered one of the premier independent compensation consulting firms and has never provided any services to the Company other than the compensation-related services provided to or at the direction of the Compensation Committee and the Nominating and Governance Committee. FW Cook takes its direction solely from the Committee (and with respect to matters relating to the non-management director compensation program, the Nominating and Governance Committee). In addition to the director compensation advice provided to the Nominating and Governance Committee, FW Cook’s primary responsibilities in 2018 were to:

 

   

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

 

   

provide advice and data in connection with the structuring of the executive and equity compensation programs of the Dental business Danaher expects to stand-up as a publicly-traded company in 2019, and the compensation levels for the anticipated executive officers thereof compared to their anticipated peers;

 

   

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

 

   

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

 

   

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

 

   

assist in the preparation of the Company’s executive compensation public disclosures.

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

Nominating and Governance Committee

The Nominating and Governance Committee:

 

 

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

 

 

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

 

 

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

 

 

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

 

 

assists the Board in CEO succession planning;

 

 

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

 

 

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

 

 

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

 

 

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

 

      DANAHER  2019 PROXY STATEMENT      11


Table of Contents

  Corporate Governance

 

 

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

Science & Technology Committee

The Science and Technology Committee assists the Board in overseeing matters of science and technology, including:

 

 

reviewing and assessing the Company’s science and technology innovation strategy and priorities;

 

 

assessing the competitive position of the Company’s technology portfolio;

 

 

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

 

 

assessing, and advising the Board with respect to, potentially disruptive science and technology trends, opportunities and risks.

Finance Committee

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

Executive Committee

The Executive Committee exercises between meetings of the Board such powers and authority in the management of the business and affairs of the Company as are specifically delegated to it by the Board from time to time.

Board and Committee Evaluations

Each year, our Board and its committees perform a rigorous self-evaluation, overseen by the Nominating and Governance Committee. The Nominating and Governance Committee solicits input from our directors regarding topics that warrant evaluation in each of the following areas:

 

 

the Board’s oversight of management;

 

 

the Board’s understanding of Danaher and its businesses;

 

 

Board composition;

 

 

conduct of Board meetings; and

 

 

operation and effectiveness of the Board committees.

The Nominating and Governance Committee reviews the results of this feedback, and during an executive session of the Board the chair of the Committee leads a discussion of the key topics identified and communicates relevant feedback to the CEO. Each of our Audit, Compensation and Nominating and Governance Committees also conducts a self-evaluation in executive session, including with respect to any committee-specific evaluation topics identified as a result of the process described above, and communicates the results thereof to the full Board. We have successfully used this process to identify and implement opportunities to strengthen the Board and its committees.

Shareholder Engagement and Alignment

Shareholder Engagement Program

We actively seek and highly value feedback from our shareholders. During 2018, in addition to our traditional Investor Relations outreach efforts, we engaged with shareholders representing approximately 25% of our outstanding shares on topics including our business strategy and financial performance, governance and executive compensation programs and sustainability initiatives. We shared feedback received during these meetings with our Nominating & Governance Committee and Compensation Committee, informing their decision-making.

Key Policies Ensuring Company Alignment with Shareholder Interests

 

 

Director and Executive Officer Stock Ownership Requirements. Our Board has adopted stock ownership requirements for non-management directors. Under the requirements, each non-management director (within five years of his or her initial election or appointment) is required to beneficially own Danaher shares with a market value of at least five times his or her annual cash retainer (excluding the additional cash retainers paid to the committee chairs and the Lead Independent Director).

 

12     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Corporate Governance  

 

 

 

Once a director has acquired a number of shares that satisfies such ownership multiple, such number of shares then becomes such director’s minimum ownership requirement (even if his or her retainer increases or the fair market value of such shares subsequently declines). Under the policy, beneficial ownership includes RSUs held by the director, shares in which the director or his or her spouse or child has a direct or indirect interest and phantom shares of Danaher Common Stock in the Non-Employee Directors’ Deferred Compensation Plan, but does not include shares subject to unexercised stock options or pledged shares. Each Danaher director is in compliance with the policy. We have also adopted stock ownership requirements for our executive officers; please see “Compensation Discussion and Analysis – Stock Ownership-Related Policies.”

 

 

Recoupment Policy. We have a rigorous, “no-fault” compensation recoupment policy that applies to executive officers and other senior leaders.

 

 

Anti-Pledging/Hedging Policy. In 2013 Danahers Board adopted a policy that prohibits any director or executive officer from pledging as security under any obligation any shares of Danaher Common Stock that he or she directly or indirectly owns and controls, except for any shares that were already pledged as of the time the policy was adopted. Certain shares of Common Stock owned by Messrs. Steven and Mitchell Rales were exempted from the policy because such shares have been pledged for decades, to secure lines of credit that reduce the need to sell shares for liquidity purposes. Messrs. Steven and Mitchell Rales acquired these 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 regularly reviews these share pledges to assess whether such pledging poses an undue risk to the Company. The Committee has concluded that the existing pledge arrangements do not pose an undue risk to the Company, based in particular on its consideration of the following factors:

 

  ¡   

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

 

  ¡   

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

 

  ¡   

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

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

 

 

Shareholder Right to Call Special Meeting. Shareholders owning 25% or more of Danaher’s outstanding shares may call a special meeting of shareholders. At Danaher’s 2018 annual meeting of shareholders, a shareholder proposal requesting that Danaher reduce this threshold to 10% was rejected by 57% of the votes cast. Danaher’s Board continues to believe that the 25% threshold strikes an appropriate balance between avoiding waste of Danaher and shareholder resources on addressing narrow or special interests, while at the same time ensuring that shareholders holding a significant minority of our outstanding shares have an appropriate mechanism to call a special meeting if they deem it appropriate.

Sustainability

Following the spin-off of Danaher’s Fortive Corporation business in 2016, Danaher conducted a full sustainability materiality assessment, which included gathering input from dozens of stakeholders, benchmarking our program against our peers, prioritizing our focus areas and developing a clear framework to guide our future efforts. As a result of this effort, three key pillars now underpin Danaher’s sustainability program, reflecting what we believe are the most critical areas where our strategy and sustainability goals intersect:

 

 

Innovation. This pillar addresses the direct contributions Danaher makes each day to advancing health and safety around the world. Danaher’s products and services fight disease, protect water and air quality, and improve access to healthcare in underserved areas. Danaher’s research and development spending as a percentage of sales was 6.2% in 2018 and as of the end of 2018 Danaher held approximately 14,000 patents worldwide, underscoring our commitment to innovation.

 

 

People. This pillar focuses on our most valuable resource for delivering these world-changing, often life-saving innovations—our people. Our programs and initiatives that advance our associates’ safety, professional ambitions and personal growth, and strengthen the communities in which we live and work, demonstrate our commitment to those who truly define our company. In 2018, 92% of our employees participated in our annual engagement survey, and on a year-over-year basis Danaher’s scores improved in each of the 53 survey areas. Reflecting our continued commitment to diversity and inclusion, we’ve trained more than 3,000 managers globally on how to build inclusive and diverse teams and leaders, and in 2018 for the fifth year in a row the Human Rights Campaign named Danaher one of the “Best Places to Work for LGBTQ Equality.”

 

      DANAHER  2019 PROXY STATEMENT      13


Table of Contents

  Corporate Governance

 

 

 

 

Environment. This pillar encompasses how we work to increase the use of sustainable materials and energy sources and reduce our carbon footprint. Our goal here is to establish Company-wide standards where it makes sense, while providing our operating companies with the flexibility to pursue environmental sustainability in ways that best fit the needs of their stakeholders. In 2018, Danaher deployed the first environmental sustainability tools in the Danaher Business System (DBS) toolkit, focused on reducing energy use and waste generation.

At the Board level, Danaher’s Nominating and Governance Committee has the authority and responsibility to consider matters regarding sustainability and social responsibility, as set forth in the committee’s charter. At the management level, Danaher’s Senior Vice President and General Counsel, who reports directly to our CEO, has general oversight responsibility with respect to matters of sustainability and social responsibility, and is responsible for reviewing and approving Danaher’s sustainability reports.

More information about Danaher’s sustainability efforts is included in our latest Sustainability Report, available at https://sustainability.danaher.com/.

Corporate Governance Guidelines, Committee Charters and Code of Conduct

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

 

14     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

  

 

 

DIRECTOR COMPENSATION

Non-Management Director Compensation Program

Non-Management Director Compensation Philosophy

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

 

 

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

 

 

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

 

 

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

Process for Setting Non-Management Director Compensation

The Nominating and Governance Committee is responsible for reviewing and making recommendations to the Board regarding non-management director compensation (although the Board makes the final determination regarding the amounts and type of non-management director compensation). Since 2011, the Committee has engaged FW Cook, the Board’s independent compensation consultant, to prepare regular reports on market non-management director compensation practices and evaluate our program in light of the results of such reports. The Committee anticipates reviewing, and seeking advice from FW Cook regarding, the Company’s non-management director compensation on an annual basis.

Danaher’s 2007 Omnibus Incentive Plan (the “Plan” or the “Omnibus Plan”) limits the amount of cash and equity compensation that we may pay to a non-management director each year. Under the plan terms, an annual limit of $800,000 per calendar year applies to the sum of all cash and equity-based awards (calculated based on the grant date fair value of such awards for financial reporting purposes) granted to each non-management director for services as a member of the Board (plus an additional limit of $500,000 per calendar year with respect to any non-executive Board chair or vice chair).

Non-Management Director Compensation Structure

 

Compensation structure for non-management directors  

  Annual cash retainer

  

$

120,000

 

  Annual equity award target award value

  

$

180,000

 

  Committee chair annual cash retainer (Compensation, Nominating and Governance, Science and Technology)

  

$

20,000

 

  Committee chair annual cash retainer (Audit)

  

$

25,000

 

  Lead Independent Director annual cash retainer

  

$

30,000

 

  Per meeting cash fee for each Board/committee meeting a director attends in excess of twenty during a calendar year

  

$

2,000

 

Director cash retainers are paid quarterly in arrears. Director annual equity awards are divided equally (based on target award value) between options and RSUs. The options are fully vested as of the grant date. The RSUs vest upon the earlier of (1) the first anniversary of the grant date, or (2) the date of, and immediately prior to, the next annual meeting of Danaher’s shareholders following the grant date, but the underlying shares are not issued until the earlier of the director’s death or the first day of the seventh month following the director’s retirement from the Board. Danaher also reimburses directors for Danaher-related out-of-pocket expenses, including travel expenses.

Non-Management Directors’ Deferred Compensation Plan

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

 

      DANAHER  2019 PROXY STATEMENT      15


Table of Contents

  Director Compensation

 

 

Director Summary Compensation Table

The table below summarizes the compensation paid by Danaher to the non-management directors for the year ended December 31, 2018. Each of Steven Rales, Mitchell Rales and Thomas P. Joyce, Jr. serves as a director and executive officer of Danaher but does not receive any additional compensation for services provided as a director. Neither Steven Rales nor Mitchell Rales is a named executive officer. Details regarding the 2018 executive compensation provided to each of Steven Rales and Mitchell Rales is set forth under “Director Independence and Related Person Transactions.”

 

  NAME   

FEES EARNED OR

PAID IN CASH ($)

    

STOCK AWARDS

($) (1)(2)

    

OPTION AWARDS

($) (1)(2)

     TOTAL ($)  

  Donald J. Ehrlich

  

$

165,000

 

  

$

85,695

 

  

$

79,121

 

  

$

329,816

 

  Linda Hefner Filler (3)

  

 

0

 

  

$

215,695

 

  

$

79,121

 

  

$

294,816

 

  Robert J. Hugin (4)

  

$

16,100

 

  

 

0

 

  

 

0

 

  

$

16,100

 

  Teri List-Stoll (3)

  

 

0

 

  

$

200,695

 

  

$

79,121

 

  

$

279,816

 

  Walter G. Lohr, Jr.

  

$

115,000

 

  

$

85,695

 

  

$

79,121

 

  

$

279,816

 

  John T. Schwieters

  

$

140,000

 

  

$

85,695

 

  

$

79,121

 

  

$

304,816

 

  Alan G. Spoon (3)

  

 

0

 

  

$

200,695

 

  

$

79,121

 

  

$

279,816

 

  Raymond C. Stevens, Ph.D. (3)

  

 

0

 

  

$

200,695

 

  

$

79,121

 

  

$

279,816

 

  Elias A. Zerhouni, M.D. (3)

  

 

0

 

  

$

200,695

 

  

$

79,121

 

  

$

279,816

 

(1)

The amounts reflected in these columns represent the aggregate grant date fair value of the applicable award computed in accordance with FASB ASC Topic 718. With respect to stock awards, the grant date fair value under FASB ASC Topic 718 is calculated based on the number of shares of Common Stock underlying the award, times the closing price of the Danaher Common Stock on the date of grant (but discounted to account for the fact that RSUs do not accrue dividend rights prior to vesting and distribution). With respect to stock options, the grant date fair value under FASB ASC Topic 718 has been calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures): an 8.0 year option life; a risk-free interest rate of 2.82%; a stock price volatility rate of 21.52%; and a dividend yield of 0.63% per share.

 

(2)

The table below sets forth as to each non-management director the aggregate number of unvested RSUs and aggregate number of stock options outstanding as of December 31, 2018. All of the stock options set forth in the table below are fully vested. The RSUs set forth in the table below vest in accordance with the terms described above.

 

  NAME OF DIRECTOR   

 

AGGREGATE NUMBER OF DANAHER

STOCK OPTIONS OWNED AS OF DECEMBER 31, 2018

    

 

AGGREGATE NUMBER OF UNVESTED

DANAHER RSUS OWNED AS OF DECEMBER 31, 2018 

 

  Donald J. Ehrlich

  

 

38,924

 

  

 

870

 

  Linda Hefner Filler

  

 

49,502

 

  

 

870

 

  Robert J. Hugin

  

 

0

 

  

 

0

 

  Teri List-Stoll

  

 

23,560

 

  

 

870

 

  Walter G. Lohr, Jr.

  

 

49,502

 

  

 

870

 

  John T. Schwieters

  

 

49,502

 

  

 

870

 

  Alan G. Spoon

  

 

49,502

 

  

 

870

 

  Raymond C. Stevens, Ph.D.

  

 

6,180

 

  

 

870

 

  Elias A. Zerhouni, M.D.

  

 

38,924

 

  

 

870

 

 

(3)

Each of Mss. Hefner Filler and List-Stoll, Mr. Spoon, Professor Stevens and Dr. Zerhouni deferred 100% of his or her 2018 cash director fees into phantom shares of Danaher Common Stock under the Non-Employee Directors’ Deferred Compensation Plan. Pursuant to such deferrals Ms. Hefner Filler received 1,276 phantom shares and each of Ms. List-Stoll, Mr. Spoon, Professor Stevens and Dr. Zerhouni received 1,129 phantom shares. Since these phantom shares are accounted for under FASB ASC Topic 718, they are reported under the “Stock Awards” column in the table above.

 

(4)

Mr. Hugin resigned from the Board in February 2018.

 

16     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

  

 

 

DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS

Director Independence

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

In making its determination with respect to the independence of the directors identified above as independent, the Board considered that in 2018, the Company and its subsidiaries sold products and/or services to and purchased products and/or services from organizations with whom such directors are or were employed. In each case, the amount of sales and the amount of purchases in 2018 were less than 0.4% of the annual revenues of such other organization and of Danaher’s 2018 revenues and the transactions were conducted in the ordinary course of business and on an arms’-length basis.

Danaher’s non-management directors (all of whom are, as noted above, independent within the meaning of the listing standards of the NYSE) meet in executive session following the Board’s regularly-scheduled meetings. The sessions are chaired by the Lead Independent Director.

Certain Relationships and Related Transactions

Policy

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

Relationships and Transactions

For their service as executive officers, each of Steven Rales and Mitchell Rales received a salary of $419,000 and 401(k) Plan contributions of $19,356 during 2018 and is entitled to participate in all of the benefits made generally available to salaried employees as well as all perquisites made generally available to Danaher’s executive officers. The Rales’ do not receive cash incentive compensation or equity awards. In 2018, Danaher provided to the Rales’ tax and accounting services at a cost to Danaher of approximately $260,000 in the form of one full-time employee (plus health and welfare benefits for such employee), allowed the Rales’ to make personal use of designated Danaher office space at a cost to Danaher of approximately $442,000, provided Mr. Steven Rales with a personal car and parking at a cost to Danaher of approximately $4,000 and provided Mr. Mitchell Rales with tickets to entertainment events at a cost to Danaher of approximately $1,000. The incremental cost to the Company of the perquisites set forth above is based on the Company’s out-of-pocket costs. Danaher also provided a full-time executive assistant to each of the Rales’ to support them in their roles as Danaher executive officers. In each case, their use of a minority of their assistant’s time for non-Danaher matters resulted in no incremental cost to Danaher. Separately, in 2018, Steven Rales and Mitchell Rales paid Danaher approximately $170,000 for providing benefits for, and as reimbursement for paying a portion of the salaries of, persons who provide services to the Rales’.

Steven Rales and Mitchell Rales collectively own more than 10% of the equity of Colfax Corporation, a publicly traded industrial technology company that provides air & gas handling and fabrication technology products and services. Certain of our subsidiaries sell products and services to, and/or purchase products and services from, Colfax from time to time in the ordinary course of business and on an arms’-length basis. In 2018, our subsidiaries sold less than $120,000 of products to, and purchased less than $120,000 of products from, Colfax, which in each case constituted less than 0.005% of Colfax’s, and of Danaher’s, revenues for 2018. Our subsidiaries intend to sell products and services to and purchase products and services from Colfax in the future in the ordinary course of their businesses and on an arms’-length basis.

 

      DANAHER  2019 PROXY STATEMENT      17


Table of Contents

  Director Independence and Related Person Transactions

 

 

On July 2, 2016, we completed the spin-off (“Separation”) of Fortive Corporation (“Fortive”), consisting of our former Test & Measurement segment, Industrial Technologies segment (excluding the product identification businesses) and retail/commercial petroleum business. Following the Separation, Danaher and Fortive operate as separate publicly-traded companies and neither entity has any ownership interest in the other. However, Steven Rales and Mitchell Rales collectively own more than 10% of the equity of Fortive. In connection with the Separation, Danaher and Fortive entered into various agreements to effect the Separation and provide a framework for their relationship after the Separation, including a transition services agreement, an employee matters agreement, a tax matters agreement, an intellectual property matters agreement and a license agreement with respect to the Danaher Business System, or DBS (a proprietary set of business processes and methodologies we use that are designed to continuously improve business performance). These agreements provide for the allocation between Danaher and Fortive of assets, employees, liabilities and obligations (including investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after Fortive’s separation from Danaher and govern certain relationships between Danaher and Fortive after the Separation. In addition, following the Separation certain of our subsidiaries sell products and services to, and/or purchase products and services from, Fortive from time to time in the ordinary course of business and on an arms’-length basis. In 2018, Danaher collected on Fortive’s behalf for remittance to Fortive approximately $3.1 million relating to procurement, compensation and other matters, billed Fortive approximately $300,000 for transition services and paid Fortive approximately $600,000 for transition services. Our subsidiaries sold approximately $14.6 million of products and services to, and purchased approximately $17.6 million of products and services from, Fortive, which in each case is less than 0.3% of Fortive’s, and of Danaher’s, revenues for 2018. Our subsidiaries intend to sell products and services to and purchase products and services from Fortive in the future in the ordinary course of their businesses and on an arms’-length basis.

FJ900, Inc. (“FJ900”), an indirect, wholly-owned subsidiary of Danaher, is party to an airplane management agreement with Joust Capital II, LLC (“Joust II”) and a substantially identical agreement with Joust Capital III, LLC (“Joust III” and together with Joust II, the “Joust entities”). Joust II is owned by Mitchell Rales and Joust III is owned by Steven Rales. Under the management agreements, FJ900 performs management services for the respective aircraft owned by each of the Joust entities in like manner to the management services provided by FJ900 for Danaher’s aircraft. The management services provided by FJ900 include the provision of aircraft management, pilot services, maintenance, record-keeping and other aviation services. FJ900 receives no compensation for its services under the agreements. Having FJ900 perform management services for all of these aircraft enables Danaher and the Joust entities to share certain fixed expenses relating to the use, maintenance, storage, operation and supervision of their respective aircraft and utilize joint purchasing or joint bargaining arrangements where appropriate, allowing each party to benefit from efficiencies of scale and cost savings. We believe that this cost-sharing arrangement results in lower costs to Danaher than if we incurred these fixed costs on a stand-alone basis. Under the agreement, FJ900 prorates all shared expenses annually among the Joust entities and Danaher based on each party’s flight hours logged for the year. The Joust entities pre-pay FJ900 on a quarterly basis for their estimated, prorated portion of such shared expenses, and the amounts are trued up at the end of the year. With respect to the year ended December 31, 2018, the Joust entities together paid FJ900 approximately $2.8 million for the Joust entities’ share of the fixed airplane management expenses shared with Danaher. Each Joust entity pays directly all expenses attributable to its aircraft that are not shared. Under the management agreements, each party is also required to maintain a prescribed amount of comprehensive aviation liability insurance and name the other party and its affiliates as additional named insureds, while the Joust entities must also maintain all-risk hull insurance for their aircraft. If either party suffers any losses in connection with the arrangements set forth in the management agreement, and such losses are due to the fault, negligence, breach or strict liability of the other party, the sole recourse of the party incurring the loss against the other party is to the available insurance proceeds. Each management agreement may be terminated by any party upon 30 days’ notice.

In addition, Danaher is party to substantially identical airplane interchange agreements with each of the Joust entities with respect to each respective aircraft owned by Danaher and by each of the Joust entities. Under each interchange agreement, the Joust entity has agreed to lease its aircraft to Danaher and Danaher has agreed to lease the respective Danaher aircraft to the Joust entity, in each case on a non-exclusive basis. Neither party is charged for its use of the other party’s aircraft, the intent being that over the life of the contract each party’s usage of the other party’s aircraft will be generally equal. With respect to the year ended December 31, 2018, the incremental value of the use of the Joust aircraft by Danaher, net of the incremental value of the use of the Danaher aircraft by the Joust entities, was approximately $200,000. The owner of each aircraft, as operator of the aircraft, is responsible for providing a flight crew for all flights operated under the interchange agreement. Each owner/operator is required to maintain standard insurance, including all-risk hull insurance and a prescribed amount of comprehensive aviation liability insurance, and to name the other party and its affiliates as additional named insureds. With respect to any losses suffered by the party using the owner/operator’s plane, the using party’s recourse against the owner/operator is limited to the amount of available insurance proceeds. To the extent the using party and/or any third party suffers losses in connection with the using party’s use of the owner/operator’s aircraft, and recovers from the owner/operator an amount in excess of the available insurance proceeds, the using party will indemnify the owner/operator for all such excess amounts. The interchange agreements may be terminated by either party upon 10 days’ notice.

 

18     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

  

 

 

BENEFICIAL OWNERSHIP OF DANAHER COMMON STOCK BY

DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS

The following table sets forth as of March 11, 2019 (unless otherwise indicated) the number of shares and percentage of Danaher Common Stock beneficially owned by (1) each person who owns of record or is known to Danaher to beneficially own more than five percent of Danaher’s Common Stock, (2) each of Danaher’s directors and named executive officers, and (3) all executive officers and directors of Danaher as a group.

 

  NAME  

 

NUMBER OF SHARES

BENEFICIALLY OWNED (1)

   

 

PERCENT

OF CLASS (1)

    NOTES    

Donald J. Ehrlich

    158,324       *    

Includes options to acquire 38,924 shares, 2,600 shares owned by Mr. Ehrlich’s spouse and 32,000 other shares owned indirectly. Mr. Ehrlich disclaims beneficial ownership of the shares held by his spouse.

 

   

Linda Hefner Filler

    66,783       *    

Includes options to acquire 49,502 shares and 4,366 phantom shares attributable to Ms. Hefner Filler’s account under the Non-Employee Directors’ Deferred Compensation Plan.

 

   

Thomas P. Joyce, Jr.

    522,160       *    

Includes options to acquire 364,768 shares, 4,362 shares attributable to Mr. Joyce’s 401(k) account and 138,576 shares attributable to Mr. Joyce’s EDIP account.

 

   

Teri List-Stoll

    28,214       *    

Includes options to acquire 23,560 shares and 4,654 phantom shares attributable to Ms. List-Stoll’s account under the Non-Employee Directors’ Deferred Compensation Plan.

 

   

Walter G. Lohr, Jr.

    523,974       *    

Includes options to acquire 38,924 shares, 37,050 shares held by a charitable foundation of which Mr. Lohr is president and 448,000 other shares held indirectly. Mr. Lohr disclaims beneficial ownership of the shares held by the charitable foundation.

 

   

Mitchell P. Rales

    35,715,842       5.0  

Includes 32,000,000 shares owned by limited liability companies of which Mr. Rales is the sole member, 193,460 shares attributable to Mr. Rales’ 401(k) Plan account and 3,522,382 other shares owned indirectly. The shares held by the limited liability companies are pledged to secure lines of credit with certain banks and each of these entities and Mr. Rales is in compliance with these lines of credit. The business address of Mitchell Rales, and of each of the limited liability companies, is 11790 Glen Rd., Potomac, MD 20854.

 

   

Steven M. Rales

    43,150,380       6.0  

Includes 34,000,000 shares owned by limited liability companies of which Mr. Rales is the sole member, 18,640 shares attributable to Mr. Rales’ 401(k) Plan account, 117,000 shares owned by a charitable foundation of which Mr. Rales is a director and 9,014,740 other shares owned indirectly. Mr. Rales disclaims beneficial ownership of those shares held by the charitable foundation. The shares held by the limited liability companies are pledged to secure lines of credit with certain banks and each of these entities and Mr. Rales is in compliance with these lines of credit. The business address of Steven Rales, and of each of the limited liability companies, is 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701.

 

   

John T. Schwieters

    57,877       *    

Includes options to acquire 38,924 shares and 10,951 other shares held indirectly.

 

   

Alan G. Spoon

    102,206       *    

Includes options to acquire 49,502 shares.

 

   

Raymond C. Stevens, Ph.D.

    8,412       *    

Includes options to acquire 6,180 shares and 2,231 phantom shares attributable to Professor Stevens’ account under the Non-Employee Directors’ Deferred Compensation Plan.

 

   

Elias A. Zerhouni, M.D.

    46,424       *    

Includes options to acquire 38,924 shares and 7,500 other shares held indirectly.

 

   

 

      DANAHER  2019 PROXY STATEMENT      19


Table of Contents

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

 

 

  NAME  

 

NUMBER OF SHARES

BENEFICIALLY OWNED (1)

   

 

PERCENT

OF CLASS (1)

    NOTES    

Daniel L. Comas

    423,136       *    

Includes options to acquire 294,662 shares, 6,744 shares attributable to Mr. Comas’ 401(k) account, 46,720 shares attributable to Mr. Comas’ EDIP account, 2,543 shares held by Mr. Comas’ spouse and 38,804 shares held by a trust as to which Mr. Comas’ spouse is trustee. Mr. Comas disclaims beneficial ownership of the shares held by his spouse and by the trust.

 

   

Rainer M. Blair

    60,649       *    

Includes options to acquire 57,718 shares and 2,931 shares attributable to Mr. Blair’s EDIP account.

 

   

William K. Daniel II

    484,609       *    

Includes options to acquire 402,223 shares and 31,087 shares attributable to Mr. Daniel’s EDIP account.

 

   

Joakim Weidemanis

    153,347       *    

Includes options to acquire 110,175 shares and 15,321 shares attributable to Mr. Weidemanis’ EDIP account.

 

   

The Vanguard Group

    46,149,541       6.4  

Derived from a Schedule 13G filed February 11, 2019 by The Vanguard Group, which sets forth their beneficial ownership as of December 31, 2018. According to the Schedule 13G, The Vanguard Group has sole voting power over 718,327 shares, shared voting power over 165,079 shares, sole dispositive power over 45,281,505 shares and shared dispositive power over 868,036 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

 

   

BlackRock, Inc.

    43,634,997       6.1  

Derived from a Schedule 13G filed February 4, 2019 by BlackRock, Inc., which sets forth their beneficial ownership as of December 31, 2018. According to the Schedule 13G, BlackRock, Inc. has sole voting power over 37,317,996 shares and sole dispositive power over 43,634,997 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

 

   

All current executive officers and directors as a group

(21 persons)

    82,209,599       11.4  

Includes options to acquire 2,091,564 shares, 19,818 shares attributable to executive officers’ 401(k) accounts, 351,144 shares attributable to executive officers’ EDIP accounts and 11,252 phantom shares attributable to directors’ accounts under the Non-Employee Directors’ Deferred Compensation Plan.

 

   

 

(1)

Except as otherwise indicated and subject to community property laws where applicable, each person or entity included in the table above has sole voting and investment power with respect to the shares beneficially owned by that person or entity. For purposes of the table, the number of shares of Danaher Common Stock attributable to each executive officer’s Executive Deferred Incentive Program (“EDIP”) account or Deferred Compensation Plan (“DCP”) account is equal to (1) the person’s outstanding EDIP or DCP balance, as applicable, as of March 11, 2019 (to the extent such balance is vested or will become vested within 60 days of March 11, 2019), divided by (2) the closing price of Danaher Common Stock as reported on the NYSE on March 11, 2019; the number of shares attributable to each executive officer’s 401(k) Plan account is equal to (a) the officer’s balance, as of March 11, 2019, in the Danaher stock fund included in the executive officer’s 401(k) Plan account, divided by (b) the closing price of Danaher Common Stock as reported on the NYSE on March 11, 2019; and the number of shares attributable to the Non-Employee Directors’ Deferred Compensation Plan is based on the number of shares that could be issued to directors pursuant to such plan within 60 days of March 11, 2019. The table also includes shares that may be acquired upon exercise of options that are exercisable within 60 days of March 11, 2019 or upon vesting of RSUs and PSUs that vest within 60 days of March 11, 2019.

 

*

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

 

20     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

  

 

 

PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee on behalf of Danaher has selected Ernst & Young LLP, an international accounting firm of independent certified public accountants, to act as the independent registered public accounting firm for Danaher and its consolidated subsidiaries for the year ending December 31, 2019. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. Although shareholder approval of the selection of Ernst & Young LLP is not required by law, Danaher’s Board believes that it is advisable to give shareholders an opportunity to ratify this selection. If this proposal is not approved by Danaher’s shareholders at the 2019 Annual Meeting, the Audit Committee will reconsider its selection of Ernst & Young LLP. Even if the selection of Ernst & Young LLP is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Danaher and its shareholders.

The Board of Directors recommends that shareholders vote FOR ratification of the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for Danaher for 2019.

Audit Fees and All Other Fees

The following table sets forth the fees for audit, audit-related, tax and other services rendered by Ernst & Young LLP to Danaher for 2018 and 2017.

 

   

 

TWELVE MONTHS ENDED

DECEMBER 31, 2018

   

 

TWELVE MONTHS ENDED

DECEMBER 31, 2017

 

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 audit or the review of quarterly financial statements and statutory audits that non-U.S. jurisdictions require.

 

  $

 

20,376,344

 

 

 

  $

 

20,054,000

 

 

 

Audit-Related Fees. Fees for assurance and related services reasonably related to the performance of the audit or review of financial statements and internal control over financial reporting that are not reported under “Audit Fees” above. 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, and, for 2018, includes audits and audit related services in connection with the anticipated stand-up of Danaher’s Dental segment as a publicly-traded company, including associated filings with the SEC.

 

  $

 

5,037,590

 

 

 

  $

 

973,757

 

 

 

Tax Fees. Fees for professional services related to tax compliance and return preparation, tax advice and tax planning. (1)

 

  $

 

7,789,293

 

 

 

  $

 

5,786,180

 

 

 

All Other Fees. Fees for products and services other than as reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees” above.

 

   

 

0

 

 

 

   

 

0

 

 

 

 

(1)

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

 

   

TWELVE MONTHS ENDED

DECEMBER 31, 2018

   

TWELVE MONTHS ENDED

DECEMBER 31, 2017

 

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

 

  $

 

4,316,285

 

 

 

  $

 

3,987,888

 

 

 

Tax Consulting. Includes tax consulting services, including assistance related to tax planning.

 

  $

 

3,473,008

 

 

 

  $

 

1,798,292

 

 

 

 

      DANAHER  2019 PROXY STATEMENT      21


Table of Contents

  Proposal 2 — Ratification of Independent Registered Public Accounting Firm

 

 

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

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

Under its charter, the Audit Committee must pre-approve all auditing services and permitted non-audit services to be performed for Danaher by the independent registered public accounting firm. Each year, the Committee approves the independent registered public accounting firm’s retention to audit Danaher’s financial statements and internal control over financial reporting before the filing of the preceding year’s annual report on Form 10-K. The Committee also establishes detailed pre-approved categories of non-audit services that may be performed by the independent auditor during the year, subject to certain monetary limits. With respect to additional non-audit services by the independent auditors that either are not covered by the pre-approved categories, or exceed the pre-approved monetary limits, the Committee approves or rejects each engagement. In each case, the Committee takes into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public accounting firm’s independence from management. The Committee may delegate to a subcommittee of one or more members the authority to grant preapprovals of audit and permitted non-audit services, and the decisions of such subcommittee to grant preapprovals must be presented to the full Committee at its next scheduled meeting. The Committee has not made any such delegation as of the date of this Proxy Statement.

 

22     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

  

 

 

AUDIT COMMITTEE REPORT

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

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

The Audit Committee is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm retained to audit Danaher’s financial statements, and has appointed Ernst & Young LLP as Danaher’s independent registered public accounting firm for 2019. In determining whether to reappoint Ernst & Young as Danaher’s independent auditor, the Audit Committee took into consideration a number of factors, including the firm’s tenure, independence, global capability and expertise and performance. Ernst & Young has been retained as Danaher’s independent registered public accounting firm continuously since 2002. The Audit Committee periodically considers the advisability and impact of rotating our independent registered public accountants. In conjunction with the mandated rotation of Ernst & Young’s lead engagement partner, the Audit Committee and its chair are directly involved in the selection of Ernst & Young’s new lead engagement partner. The Audit Committee is also responsible for the audit fee negotiations associated with Danaher’s retention of Ernst & Young. Danaher’s Board of Directors and Audit Committee believe they have undertaken appropriate steps with respect to oversight of Ernst & Young’s independence and that the continued retention of Ernst & Young to serve as Danaher’s independent registered public accounting firm is in the best interests of Danaher and its shareholders.

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

The Audit Committee has discussed with Ernst & Young the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (PCAOB). In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young required by the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence. The Audit Committee has concluded that Ernst & Young’s provision of non-audit services as described in the table on page 21 is compatible with Ernst & Young’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for Danaher for the fiscal year ended December 31, 2018 be included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the SEC.

Audit Committee of the Board of Directors

John T. Schwieters (Chair)

Donald J. Ehrlich

Teri List-Stoll

 

      DANAHER  2019 PROXY STATEMENT      23


Table of Contents

  

 

 

COMPENSATION DISCUSSION AND ANALYSIS

The following section discusses and analyzes the compensation provided to each of the executive officers set forth in the Summary Compensation Table below, also referred to as the named executive officers, or NEOs.

Executive Summary

Introduction

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 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.

2018 Say-On-Pay Vote

We provide our shareholders the opportunity to cast an annual advisory vote with respect to our NEO compensation as disclosed in our annual proxy statement (the “say on pay proposal”). At our annual meeting of shareholders in May 2018, 97% of the votes cast on the say on pay proposal were voted in favor of the proposal. The Committee believes this result affirms shareholders’ support of the Company’s NEO compensation and did not make changes to the Company’s executive compensation program as a result of such vote.

2018 Performance

In 2018, Danaher:

 

 

continued to invest in future growth, investing $1.2 billion in research and development and deploying over $2.2 billion on strategic acquisitions that complement our Life Sciences and Environmental & Applied Solutions segments, including the $2.1 billion acquisition of Integrated DNA Technologies, Inc.;

 

 

announced and began preparations to stand-up our Dental segment as a publicly-traded company;

 

 

returned over $430 million to shareholders through cash dividends, marking the 26th year in a row Danaher has paid a dividend (Danaher’s per-share quarterly dividend has increased more than 500% over the last five years); and

 

 

grew our business on a year-over-year basis as illustrated below:

DANAHER 2017-2018 YEAR-OVER-YEAR GROWTH FROM CONTINUING OPERATIONS

 

 

LOGO

 

 

24     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Compensation Discussion and Analysis  

 

 

Long-Term Performance

 

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

 

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

 

•   over every rolling 3-year period from and including 1994-2018; and

 

•   by more than 600 basis points over every rolling 3-year period from and including 1999-2018.

   LOGO

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

 

LOGO

 

 

LOGO

 

      DANAHER  2019 PROXY STATEMENT      25


Table of Contents

  Compensation Discussion and Analysis

 

 

2018 Executive Compensation

The chart below summarizes key information with respect to each pay element represented in Danaher’s 2018 executive compensation program:

 

  PAY ELEMENT

 

 

PRIMARY OBJECTIVES

 

     

FORM

 

 

PERFORMANCE

REQUIREMENT

 

 

KEY COMMITTEE CONSIDERATIONS

IN DETERMINING 2018

COMPENSATION

 

 

 

2017-2018

CHANGE IN

AMOUNT

REPORTED IN

SUMMARY

COMPENSATION

TABLE 1

 

   
   

Long-Term Incentive Compensation (Equity)

 

•  Attract, retain and motivate skilled executives

 

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

 

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

 

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

 

¡   in the case of RSUs, tied to long-term changes in share price at all performance levels.

 

      Stock options (50%)  

5-year, time- based vesting schedule

 

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

 

 

•  This element represented the most significant component of compensation for each NEO for 2018.

 

•  This element has the heaviest weighting of all our executive compensation program elements because it best supports our retention and motivation objectives and aligns the interests of our executives and shareholders.

 

flat (CEO)

 

flat - +20% (other NEOs)

 
  Performance stock units (PSUs) (25%)  

3-year relative TSR performance (plus additional 2-year holding period)

 

   
    Restricted stock units (RSUs) (25%)  

5-year, time- based vesting schedule (plus positive net income vesting requirement)

 

       

 

1 

Only includes NEOs who were named executive officers for all of 2017-2018.

 

26     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Compensation Discussion and Analysis  

 

 

 

  PAY ELEMENT

 

 

PRIMARY OBJECTIVES

 

 

FORM

 

 

PERFORMANCE

REQUIREMENT

 

 

KEY COMMITTEE

CONSIDERATIONS

IN DETERMINING 2018

COMPENSATION

 

 

 

2017-2018

CHANGE IN
AMOUNT
REPORTED IN
SUMMARY
COMPENSATION
TABLE 1

 

Annual Cash Incentive Compensation

 

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

•  Attract, retain and motivate skilled executives

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

  Cash   Company Payout Percentage (60%)   LOGO   Adjusted EPS 2 (70%)   This element represented the second-most significant element of compensation for each NEO for 2018. Its focus on near-term performance and the cash nature of the award complements the longer-term, equity-based compensation elements of our program.  

+16% (CEO)

 

+7% - +28%

(other NEOs)

 

 

Adjusted Free Cash Flow-to-Adjusted Net Income Ratio 2 (20%)

 

ROIC 2

(10%)

 

 

Personal Payout Percentage (40%)

 

Fixed Annual Compensation (Salary)

 

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

  Cash   N/A  

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

 

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

 

+3% (CEO)

 

+3% - +12% (other NEOs)

Other Compensation

 

•  Make our total executive compensation plan competitive

 

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

 

Employee benefit plans;

perquisites; severance

benefits

  N/A  

•  We believe these elements of compensation make our total executive compensation plan competitive and are generally commensurate with the benefits offered by our peers.

 

•  We believe the perquisites we offer are cost-effective in that the perceived value is higher than our actual cost, and they help to maximize the amount of time that executives spend on Danaher business.

 

+4% (CEO)

 

+2 - +6% (other NEOs)

 

 

1 

Only includes NEOs who were named executive officers for all of 2017-2018.

2 

Adjusted EPS, Adjusted Free Cash Flow-to-Adjusted Net Income Ratio (which we also refer to as “Free Cash Flow Ratio”) and Return-on-Invested Capital (“ROIC”) are financial measures that do not comply with generally accepted accounting principles (“GAAP”). Appendix A to this Proxy Statement quantifies and reconciles these measures to the comparable 2018 GAAP financial measures.

(footnote continued on following page)

 

      DANAHER  2019 PROXY STATEMENT      27


Table of Contents

  Compensation Discussion and Analysis

 

 

Compensation Governance

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

 

   

WHAT WE DO

     

WHAT WE DON’T DO

LOGO

 

 

Five-year vesting requirement for equity awards (or in the case of PSUs, three-year vesting and a further two-year holding period)

 

 

LOGO

 

 

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

 

LOGO

 

 

Incentive compensation programs feature multiple, different performance measures aligned with business strategy

 

 

LOGO

 

 

No dividend/dividend equivalents paid on unvested equity awards

 

LOGO

 

 

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

 

 

LOGO

 

 

No “single trigger” change of control benefits

 

LOGO

 

 

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

 

 

LOGO

 

 

No active defined benefit pension program since 2003

 

LOGO

 

 

Stock ownership requirements for all executive officers

 

 

LOGO

 

 

No hedging of Danaher securities permitted

 

LOGO

 

 

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

 

 

LOGO

 

 

No long-term incentive compensation is denominated or paid in cash

 

LOGO

 

 

Independent compensation consultant that performs no other services for the Company

 

 

LOGO

 

 

No above-market returns on deferred compensation plans

 

 

 

(footnote continued from prior page)

“Adjusted Diluted Earnings Per Share” or “Adjusted EPS” means fully diluted earnings per share from continuing operations for the year ended December 31, 2018 as determined pursuant to GAAP, but excluding the Adjustment Items, and “Adjusted Net Income” means the Company’s net income from continuing operations for the year ended December 31, 2018 as determined pursuant to GAAP, but excluding the Adjustment Items. The Adjustment Items are defined as (1) unusual or infrequently occurring items in accordance with GAAP, (2) the impact of any change in accounting principles that occurs during the performance period and the cumulative effect thereof (the Committee may either apply the changed accounting principle to the performance period, or exclude the impact of the change in accounting principle from the period), (3) goodwill and other intangible impairment charges, (4) gains or charges associated with (i) a business becoming a discontinued operation, (ii) the sale or divestiture (in any manner) of any interest in a business or (iii) the obtaining or losing control of a business, as well as the gains or charges associated with the operation of any business (a) that during 2018 became or becomes a discontinued operation, (b) as to which control is or was lost in 2018, or (c) as to which the Company divested or divests its interest in 2018, (5) gains or charges related to the sale or impairment of assets, (6)(i) all transaction costs directly related to the acquisition of any whole or partial interest in a business, (ii) all restructuring charges directly related to any business as to which the Company acquired a whole or partial interest and incurred within two years of the acquisition date, (iii) all charges and gains arising from the resolution of contingent liabilities related to any business as to which the Company acquired a whole or partial interest and identified as of the acquisition date, (iv) all other charges directly related to the acquisition of any whole or partial interest in a business and incurred within two years of the acquisition date, and (v) all gains and charges associated with any business as to which the Company acquired a whole or partial interest on or after January 1, 2018, (7) the impact of any discrete income tax charges or benefits recorded in the performance period if such charges (or benefits as applicable) in aggregate exceed $10 million during such period, and (8) all non-cash amortization charges; provided, that with respect to the gains and charges referred to in sections (3), (4), (5), (6)(iii) and (6)(iv), only gains or charges that individually or as part of a series of related items exceed $10 million during the performance period are excluded.

“ROIC” or “Return on Invested Capital” is defined as the quotient of (A) the Company’s Adjusted Net Income for the year ended December 31, 2018, excluding after-tax interest expense, divided by (B) the average of the quarter-end balances for each fiscal quarter of 2018 of (a) the sum of (i) the Company’s GAAP total stockholders’ equity and (ii) the Company’s GAAP total short-term and long-term debt; less (b) the Company’s GAAP cash and cash equivalents; but excluding in all cases the impact of (x) any business as to which the Company acquired, sold, divested or obtained or lost control of an interest after December 31, 2017 (related to the interest acquired, sold, divested or as to which control was obtained or lost), and (y) all Adjustment Items (“Adjusted Invested Capital”).

“Adjusted Free Cash Flow-to-Adjusted Net Income Ratio” or “Free Cash Flow Ratio” is defined as (A) the Company’s GAAP operating cash flow from continuing operations for the year ended December 31, 2018, less 2018 purchases of property, plant and equipment from continuing operations; but excluding the cash flow impact of any discrete tax item in excess of $10 million or any item that is excluded from Adjusted Net Income as a result of the Adjustment Items, divided by (B) the Company’s Adjusted Net Income.

 

28     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Compensation Discussion and Analysis  

 

 

Key 2019 Changes to Executive Compensation Program

As noted above, Danaher’s Compensation Committee regularly reviews our executive compensation program with a view toward continuous improvement and consideration of investor feedback. Effective in 2019, the Committee has enhanced the program as follows to reinforce the already-strong linkages between (1) pay and performance, (2) the interests of our shareholders and the interests of our executive officers, and (3) the Company’s strategic plan and executive compensation program:

 

 

Linking executive compensation metrics to strategic plan.

 

  ¡   

Prior to 2019, three of Danaher’s four strategic metrics3 were reflected in our executive compensation program. Beginning in 2019, the Company has moved the ROIC performance metric from our short-term incentive compensation program to our long-term incentive compensation program, and replaced the ROIC metric in the short-term incentive compensation program with a core revenue growth performance metric. The addition of a core revenue growth metric results in all four of Danaher’s strategic financial metrics being reflected in our executive compensation program.

 

  ¡   

As a result of these changes, the three performance metrics that will determine the Company Payout Percentage in the short-term incentive program will be Adjusted EPS (weighted 60%), Free Cash Flow Ratio (weighted 20%) and Core Revenue Growth (weighted 20%). Adjusted EPS will continue to be weighted most heavily in the formula because the Compensation Committee believes this metric correlates strongly with shareholder returns. In the long-term incentive program, the ROIC performance metric will serve as a modifier to the relative TSR performance metric, potentially adjusting the final payout up or down 10% but not to exceed the maximum cap of 200% of target shares.

 

 

Enhancing performance orientation of long-term incentive program. In addition, in the long-term incentive compensation program, PSUs will replace RSUs. As a result, the annual target equity award value for executive officers will be entirely performance-based and split evenly between stock options and PSUs.

Risk Considerations

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

 

ATTRIBUTE

 

KEY RISK MITIGATING EFFECT

•   Emphasis on long-term, equity-based compensation

 

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

 

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

 

 

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

 

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

•   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

 

•   Independent compensation consultant

 

 

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

 

 

 

3 

Danaher’s strategic priorities are to: enhance its portfolio in attractive science and technology markets through strategic capital allocation; strengthen its competitive advantage through consistent application of the DANAHER BUSINESS SYSTEM (“DBS”) tools; and consistently attract and retain exceptional talent. Danaher measures its progress against these strategic priorities over the long-term based primarily on financial metrics relating to revenue growth, profitability, cash flow and capital returns.

 

      DANAHER  2019 PROXY STATEMENT      29


Table of Contents

  Compensation Discussion and Analysis

 

 

Analysis of 2018 Named Executive Officer Compensation

Overview

In determining the appropriate mix and amount of compensation elements for each NEO for 2018, the Committee considered the factors referred to under “– Named Executive Officer Compensation Framework” (without assigning any particular weight to any factor), exercised its judgment and adopted the compensation elements described above under “Summary – 2018 Executive Compensation.” The graphics below illustrate, for the CEO and separately for the other NEOs in aggregate, the percentage of 2018 compensation that each element of compensation accounted for (based on the amounts reported in the 2018 Summary Compensation Table):

 

 

LOGO    LOGO

Long-Term Incentive Awards

Target Award Values

In February 2018, the Committee subjectively determined the target dollar value of equity compensation to be delivered to each NEO in 2018, taking into account each of the following factors (none of which was assigned a particular weight by the Committee):

 

 

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

 

 

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

 

 

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

 

 

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

The 2018 equity compensation awards for Danaher’s NEOs tended to be larger than peer awards for comparable positions (except with respect to our CEO, whose 2018 equity compensation award approximated the median of the peer group) because:

 

 

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

 

 

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

 

 

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

 

 

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

In determining Mr. Joyce’s 2018 equity compensation, the Committee considered in particular the Company’s strong financial and operational performance since Mr. Joyce was appointed President and CEO in 2014. By intent, the Committee has gradually increased his annual equity compensation from a level appropriate for a new CEO to a level that reflects the Company’s positive record of financial and operational performance under his leadership (subject to time-based and performance-based vesting criteria that link the ultimate, realized value of such awards to the Company’s performance over the next several years). The Committee also took into account:

 

 

the continued, positive results from the integration of the acquisitions of Pall Corporation and Cepheid;

 

 

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

 

 

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

 

30     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Compensation Discussion and Analysis  

 

 

Equity Award Mix

With respect to each of the NEO 2018 equity awards, one-half of the target award value was delivered as stock options, one-quarter as RSUs and one-quarter as PSUs (please see the “Grants of Plan-Based Awards for Fiscal 2018” table below for the grant date fair value of the awards granted to each NEO). The Committee believes that the combination of stock options and full-value awards effectively balances the goals of incentivizing and rewarding shareholder value creation while supporting our talent retention objectives:

 

 

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

 

 

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

 

 

The Committee believes our stock option award program in particular has contributed significantly to our strong performance record, which in turn has generally made our stock option awards valuable over the long-term and highly effective in recruiting, motivating and retaining skilled officers.

 

 

While PSUs and RSUs may offer more modest upside potential than stock options, they are more effective in supporting our talent retention objectives during periods of stock market declines or modest growth.

 

PSU Performance Criteria

In designing the performance criteria applicable to PSUs, the Committee established threshold, target and maximum performance levels and established a payout percentage curve that relates each level of performance to a payout expressed as a percentage of the target PSUs, as illustrated in the table to the right:

 

  PSU PERFORMANCE LEVEL (RELATIVE

  TSR RANK WITHIN S&P 500 INDEX)

 

  

 

PAYOUT

PERCENTAGE

 

 

Below 35th percentile

  

 

0

35th percentile

  

 

50

55th percentile

  

 

100

75th percentile or above

  

 

200

 

 

The payout percentages for performance between the performance levels indicated above are determined by linear interpolation. Notwithstanding the above, if the Company’s absolute TSR performance for the period is negative no more than 100% of the target PSUs will vest (regardless of how strong the Company’s performance is on a relative basis), and if the Company’s absolute TSR performance for the period is positive a minimum of 25% of the target PSUs will vest. The Committee chose the S&P 500 Index as the relative TSR comparator group because the index consists of a broad and stable group of companies that represents investors’ alternative capital investment opportunities, reinforcing the linkage between our executive compensation program and the long-term interests of our shareholders.

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

PSUs Earned for 2016-2018 Performance Period

PSUs for the 2016-2018 performance period, which ended December 31, 2018, were earned and certified in February 2019 based on an earned payout percentage of 155%, resulting from the Company’s three-year absolute TSR of 44.96% ranking in the 66th percentile relative to the TSRs of the companies in the S&P 500 index as of the beginning of the performance period (January 1, 2016). These PSUs remain subject to a further two-year mandatory holding period that runs through 2020.

 

      DANAHER  2019 PROXY STATEMENT      31


Table of Contents

  Compensation Discussion and Analysis

 

 

Annual Incentive Awards

Overview

The diagram below illustrates the 2018 annual incentive award opportunities the Committee determined for the Company’s NEOs under the Omnibus Plan, each element of which is further described below.

 

 

LOGO

Target Bonus Percentage and Personal Payout Percentage.

In February 2018, the Committee established for each NEO the target bonus percentage and personal performance objectives described below, including quantitative and qualitative objectives as well as objectives based on financial and non-financial measures. The Committee did not assign a particular weighting to any of the objectives. The Committee set the quantitative objectives at levels that, while achievable, would in its opinion require personal performance appreciably above the executive’s prior year performance level.

 

  EXECUTIVE OFFICER

 

  

TARGET

BONUS

PERCENTAGE

 

  

2018 PERSONAL PERFORMANCE OBJECTIVES

 

  Thomas P. Joyce, Jr.

  President and CEO

   200%   

Consisted of the degree of year-over-year improvement in Danaher’s core revenue, operating margin, earnings per share and free cash flow, particularly as related to recent acquisitions; and qualitative goals relating to portfolio optimization, the Company’s innovation strategy and related product and technology roadmaps, further development of the depth and breadth of talent required to support the Company’s growth and innovation objectives, and continued strengthening of the Company’s executive leadership organization.

 

  Daniel L. Comas

  Executive Vice President

  and Former CFO

   125%   

Consisted of the degree of Danaher’s 2018 core revenue growth, operating profit margin expansion, earnings per share growth and free cash flow growth; and qualitative goals relating to enhancing the leadership and strength of the finance, IT and cyber-security organizations, the quality and volume of the Company’s capital deployment, the breadth of the Company’s capital deployment capabilities and the Company’s portfolio optimization performance.

 

  Rainer M. Blair

  Executive Vice President

   125%   

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

 

  William K. Daniel II

  Executive Vice President

   125%   

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

 

  Joakim Weidemanis

  Executive Vice President

   115%   

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

 

 

32     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Compensation Discussion and Analysis  

 

 

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

Determining Personal Payout Percentage. Following the end of 2018, the Committee used its judgment and determined for each NEO a Personal Payout Percentage between 0% and 200%. Without assigning any particular weight to any individual factor, the Committee took into account the executive’s execution against his or her personal performance objectives for the year, the executive’s overall performance for the year, the size of the Company Payout Percentage for the year, the amount of annual cash incentive compensation awarded to the executive in prior years and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. The Company awarded Mr. Joyce a Personal Payout Percentage of 150% for 2018, based primarily on his 2018 leadership with respect to the Company’s financial performance, strategic allocation of capital (including the 2018 acquisition of IDT as well as his leadership in positioning the Company to execute a definitive agreement to acquire the Biopharma business of GE Life Sciences, which was announced in early 2019), strengthening of our innovation capabilities and preparing for the stand-up of the Dental business as a publicly-traded company.

Company Payout Percentage

The Company Payout Percentage is based on the Company’s 2018 performance against the Adjusted EPS, Free Cash Flow Ratio and ROIC metrics described above and below and in Appendix A (the “Metrics”). The Committee weights Adjusted EPS most heavily in the formula because it believes Adjusted EPS correlates strongly with shareholder returns, particularly since Adjusted EPS is calculated in a manner that focuses on gains and charges the Committee believes are most directly related to Company operating performance during the period. The Committee also uses Free Cash Flow Ratio to help validate the quality of the Company’s earnings, and ROIC to validate how efficiently and effectively the Company is investing its capital. Beginning in 2019, the Committee has moved the ROIC performance metric to the long-term incentive element of the Company’s executive compensation program (as described above) and in the annual incentive formula has replaced the ROIC metric with a metric based on the Company’s year-over-year core revenue growth. The Committee made the change because it determined (1) that ROIC is a more appropriate performance measure for a long-term incentive program, and (2) to introduce core revenue growth, one of the Company’s key strategic metrics, into the annual incentive formula without increasing the number of annual incentive metrics.

For each of the Metrics, the Committee established threshold, target and maximum levels of Company performance, as well as a payout percentage curve that related each level of performance to a payout based on a percentage of target bonus. The payout percentage was 0% for below-threshold performance and ranged from 50% for threshold performance to 150% (for Free Cash Flow Ratio and ROIC) or 200% (for Adjusted EPS) for performance that equaled or exceeded the maximum. Under all Metrics, target performance yielded a payout percentage of 100%. The payout percentages for performance between threshold and target, or between target and maximum, respectively, were determined by linear interpolation. In determining the target performance level and payout percentage curve for the Metrics, the Committee considered historical performance data for the Company and its peer group, analyst consensus earnings estimates for the Company’s peer group, the Company’s annual budget and macroeconomic/end-market trends. For each Metric, the Committee set the performance target at a level it believed would represent attractive financial performance within our industry and would be reasonably achievable while requiring what it believed would be outstanding performance to achieve the maximum payout level. The 2018 Adjusted EPS target was set within the 2018 earnings guidance range provided to the Company’s investors at the beginning of 2018.

Following the end of 2018, the Company Payout Percentage was calculated as follows:

 

2018 PERFORMANCE/PAYOUT MATRIX
  METRIC   

THRESHOLD

PERFORMANCE

LEVEL

  

TARGET

PERFORMANCE

LEVEL

  

MAXIMUM

PERFORMANCE

LEVEL

  

ACTUAL

PERFORMANCE

LEVEL

  

PAYOUT%

(BEFORE

WEIGHTING)

   METRIC
WEIGHTING
  

WEIGHTED

PAYOUT %

  Adjusted EPS    $3.63    $4.27    $4.70    $4.51    155.6%    70%    109.2%
  Free Cash Flow Ratio    81%    103%    125%    105.5%    105.6%    20%    21.2%

ROIC

   7.5%    8.9%    9.6%    9.3%    128.4%    10%    12.8%
Company Payout Percentage:    143% (as rounded)

 

      DANAHER  2019 PROXY STATEMENT      33


Table of Contents

  Compensation Discussion and Analysis

 

 

Composite Payout Percentage

The Company Payout Percentage and Personal Payout Percentage were calculated for each NEO, weighted accordingly and added to yield the officer’s Composite Payout Percentage. The Composite Payout Percentage was multiplied by the NEO’s target bonus amount to yield the executive’s award amount for the year. The 2018 annual cash incentive compensation awards for each of the NEOs are set forth in the Summary Compensation Table.

Base Salaries

The Committee reviews base salaries for executive officers in February or March of each year and in connection with promotions. In February 2018, the Committee subjectively determined 2018 base salaries for the NEOs, as set forth in the Summary Compensation Table. Without giving specific weight to any particular factor, the Committee used the prior year’s base salary as the initial basis of consideration and then considered the individual factors described under “– Named Executive Officer Compensation Framework,” focusing on the relative complexity and importance of the executive’s role within Danaher, the market value of the executive’s role and the executive’s performance in the prior year. Given that base salary is one of the elements in the formula for determining annual cash incentive compensation, the Committee also considered how changes in base salary would impact annual cash incentive compensation.

Other Compensation

Severance Benefits. We have entered into Proprietary Interest Agreements with each of our NEOs that include post-employment restrictive covenant obligations and (except for Messrs. Blair and Weidemanis) provide for severance payments under certain circumstances. Mr. Joyce’s agreement also provides for additional cash payments and the pro rata acceleration of the time-based vesting applicable to his outstanding equity awards if the Company terminates his employment without cause. Danaher’s Senior Leader Severance Pay Plan, which each of the NEOs participates in, also provides for severance payments under certain circumstances. We believe the post-employment restrictive covenant obligations included in these agreements are critical in protecting our proprietary assets, and that the severance payments payable upon a termination without cause are generally commensurate with the severance rights our peers offer executives in comparable roles.

EDIP. Each NEO participates in the Amended and Restated Danaher Corporation & Subsidiaries Executive Deferred Incentive Program, or EDIP. The EDIP is a shareholder-approved, non-qualified, unfunded excess contribution (and until December 31, 2018, voluntary deferred compensation) program available to selected members of our management; for a summary of the plan, please see “Summary of Employment Agreements and Plans – Supplemental Retirement Program.” We have used the EDIP to tax-effectively contribute amounts to executives’ retirement accounts and give our executives an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals. The amount we contribute annually to the executives’ EDIP accounts is set at a level that we believe is competitive with comparable plans offered by other companies in our industry. EDIP participants do not fully vest in such amounts contributed by Danaher until they have participated in the program for 15 years or have reached age 55 with at least five years of service with Danaher. Beginning in 2019, the EDIP no longer provides for voluntary deferrals and instead executive officers and other selected members of our management may defer cash compensation under the new Deferred Compensation Plan; please see “Summary of Employment Agreements and Plans – Deferred Compensation Plan”.

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

Named Executive Officer Compensation Framework

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

 

 

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

 

 

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

 

34     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Compensation Discussion and Analysis  

 

 

 

 

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

 

 

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

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

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

Peer Group Compensation Analysis

The Committee does not target a specific competitive position versus the market or peer companies in determining the compensation of our executives because in light of the Company’s diverse mix of businesses, strict targeting of a specified compensation posture would not appropriately reflect the unique nature of our business portfolio or the degree of difficulty in leading the Company and key functions. However, the Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and ensure that our executive compensation program supports our recruitment and retention needs and is fair and efficient. As a result, the Committee has worked with FW Cook to develop a peer group for purposes of assessing competitive compensation practices, and periodically reviews compensation data for the peer group derived from publicly filed proxy statements.

Executive Compensation Peer Group Prior To July 2018

Prior to July 2018, the Company’s peer group consisted of the companies set forth below, which is the same as the Company’s 2017 peer group:

 

  3M Company    Dover Corp.    Stryker Corporation
  Abbott Laboratories    Ecolab Inc.    Thermo Fisher Scientific Inc.
  Baxter International, Inc.    E. I. Du Pont De Nemours and Company    United Technologies Corp.
  Becton Dickinson & Co.    Honeywell International Inc.    Zimmer Biomet Holdings
  Boston Scientific Corporation    Medtronic Inc.     

The Committee selected companies for inclusion in this peer group based on (1) the extent to which they compete with us in one or more lines of business, for executive talent and for investors, and (2) comparability of revenues, market capitalization, net income, total assets and number of employees. The table below sets forth for this peer group and Danaher information regarding revenue, net income and total assets (based on the most recently reported four quarters for each company as of June 1, 2018), market capitalization (as of June 1, 2018) and employee headcount (based on each company’s most recent fiscal year end as of June 1, 2018), in each case derived from the Standard & Poor’s Capital IQ database.

 

     ($ IN MILLIONS)        
     REVENUE    

MARKET

CAPITALIZATION

   

NET INCOME (BEFORE

UNUSUAL OR INFREQUENTLY

OCCURRING ITEMS AND

DISCONTINUED OPERATIONS)

    TOTAL ASSETS    

EMPLOYEES AT

END OF LAST

FISCAL YEAR

 

  75th percentile

  

$

31,174

 

 

$

111,434

 

 

$

2,122

 

 

$

72,034

 

 

 

98,750

 

  Median

  

$

17,378

 

 

$

75,398

 

 

$

1,484

 

 

$

46,675

 

 

 

59,200

 

  25th percentile

  

$

10,984

 

 

$

41,626

 

 

$

741

 

 

$

20,521

 

 

 

35,233

 

  Danaher

  

$

18,819

 

 

$

70,269

 

 

$

2,553

 

 

$

47,145

 

 

 

67,000

 

  Danaher percentile rank

  

 

52

 

 

48

 

 

81

 

 

50

 

 

53

 

      DANAHER  2019 PROXY STATEMENT      35


Table of Contents

  Compensation Discussion and Analysis

 

 

The peer group compensation data that the Committee reviewed prior to July 2018 in connection with its executive compensation decisions estimated the 25th, median and 75th percentile positions among our peers with respect to base salary, annual cash incentive compensation (target and actual), total annual cash compensation (target and actual), long-term incentive compensation, total direct compensation (target and actual), all other compensation, annual change in pension value and above-market interest on non-qualified deferred compensation, and actual total compensation, in each case with respect to each respective NEO position.

Executive Compensation Peer Group As Of July 2018

The Committee periodically reviews the companies included in the peer group to ensure that the peer group remains appropriate. In 2018, the Committee evaluated the existing peer group with the assistance of FW Cook (using the same selection criteria described above) and replaced Dover Corp. with Roper Corporation, primarily because Roper’s business model compares more closely to Danaher’s than does Dover’s business model. The Committee believes that the new peer group remains comparable to Danaher with respect to the financial metrics noted above and better reflects Danaher’s current portfolio of businesses. The table below sets forth for this peer group and Danaher information regarding revenue, net income and total assets (based on the most recently reported four quarters for each company as of June 1, 2018), market capitalization (as of June 1, 2018) and employee headcount (based on each company’s most recent fiscal year end as of June 1, 2018), in each case derived from the Standard & Poor’s Capital IQ database.

 

     ($ IN MILLIONS)        
     REVENUE    

MARKET

CAPITALIZATION

   

NET INCOME (BEFORE

UNUSUAL OR INFREQUENTLY

OCCURRING ITEMS AND

DISCONTINUED OPERATIONS)

    TOTAL ASSETS    

EMPLOYEES AT

END OF LAST

FISCAL YEAR

 

  75th percentile

  

$

30,356

 

 

$

113,704

 

 

$

2,392

 

 

$

70,972

 

 

 

93,152

 

  Median

  

$

18,076

 

 

$

75,398

 

 

$

1,683

 

 

$

46,574

 

 

 

47,700

 

  25th percentile

  

$

12,136

 

 

$

42,014

 

 

$

973

 

 

$

21,646

 

 

 

26,950

 

  Danaher

  

$

18,819

 

 

$

70,269

 

 

$

2,553

 

 

$

47,145

 

 

 

67,000

 

  Danaher percentile rank

  

 

51

 

 

48

 

 

77

 

 

50

 

 

59

The peer group compensation data that the Committee reviewed during and after July 2018 in connection with its executive compensation decisions was substantially similar to the peer group compensation data described above that the Committee used prior to July 2018.

Long-Term Incentive Compensation Grant Practices

The Committee grants equity awards under Danaher’s Omnibus Plan, which is described in “Summary of Employment Agreements and Plans – 2007 Omnibus Incentive Plan.” Executive equity awards are approved at regularly scheduled Committee meetings (typically scheduled in advance of the calendar year in which they occur), at the time of an executive hire or promotion or upon identification of a specific retention concern. The grant date of equity awards approved by the Committee is either the date of Committee approval or a date subsequent to the approval date as specified by the Committee. The timing of equity awards has not been coordinated with the release of material non-public information. The Committee’s general practice is to approve annual equity awards to executives at the Committee’s regularly scheduled meeting in February, when the Committee reviews the performance of the executive officers and typically determines the other components of executive compensation.

The target dollar value attributable to PSUs and RSUs is translated into a target number of PSUs and RSUs, respectively, using a fair market value equal to the average closing price over a twenty trading-day period, to avoid the potential volatility impact of using a single-day closing price. The target dollar value attributable to stock options is translated into a number of stock options based on (1) a fair market value equal to the average closing price over a twenty trading-day period, and (2) the other Black Scholes inputs used for the first grant date of the calendar year (but using the full 10-year term of the option as the assumed life). The exercise price for stock option awards granted under the Omnibus Plan equals the closing price of Danaher’s Common Stock on the date of grant (or on the immediately preceding trading day if the date of grant is not a trading day). Since these valuation methodologies are not the same as the FASB ASC Topic 718 grant date fair value used for accounting purposes, the equity award target dollar values are not the same as the equity award grant date fair values reflected in the Summary Compensation Table and other compensation tables.

 

36     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Compensation Discussion and Analysis  

 

 

Stock Ownership-Related Policies

Stock Ownership Requirements

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

 

   

TITLE

 

  

STOCK OWNERSHIP
MULTIPLE

 

   

Chief Executive Officer

  

5 times base salary

   

Executive Vice President

  

3 times base salary

   

Senior Vice President

  

2 times base salary

   

WHAT COUNTS
AS OWNERSHIP:

 

 

WHAT DOES NOT COUNT
AS OWNERSHIP:

 

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

 

•   Notional shares of Danaher stock in the EDIP or DCP

 

•   Shares held in a 401(k) plan

 

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

 

 

 

•  Unexercised stock options

 

Once an executive officer has acquired a number of Company shares that satisfies the ownership multiple then applicable to him or her, such number of shares then becomes his or her minimum ownership requirement (even if the officer’s salary increases or the fair market value of such shares subsequently changes) until he or she is promoted to a higher level. Each NEO serving as an executive officer as of December 31, 2018 was in compliance with the stock ownership requirements as of such date.

Pledging Policy

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

Hedging Policy

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

Recoupment Policy

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

 

 

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

 

 

all gains from equity awards granted on or after March 15, 2009 realized by any covered person during the twelve-month period immediately following the original filing of the consolidated financial statements that are the subject of such restatement, if the covered person’s fraud or other intentional misconduct in the Board’s judgment alone or with others caused such restatement.

 

      DANAHER  2019 PROXY STATEMENT      37


Table of Contents

  Compensation Discussion and Analysis

 

 

In addition, the stock plans in which Danaher’s executive officers participate contain provisions for recovering awards upon certain circumstances. Under the terms of the Company’s Omnibus Plan, if an employee is terminated for gross misconduct, the administrator may terminate up to all of the participant’s unexercised or unvested equity awards. In addition, under the terms of the EDIP, if termination of an employee’s participation in the plan resulted from the employee’s gross misconduct, the administrator may determine that the employee’s vesting percentage is zero with respect to all balances that were contributed by Danaher.

Regulatory Considerations

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

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

COMPENSATION COMMITTEE REPORT

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

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

Compensation Committee of the Board of Directors

Donald J. Ehrlich (Chair)

Walter G. Lohr, Jr.

Alan G. Spoon

 

38     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

  

 

 

COMPENSATION TABLES AND INFORMATION

2018 Summary Compensation Table

The following table sets forth the 2018 compensation of our President and Chief Executive Officer, Executive Vice President and Former Chief Financial Officer and our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2018, also known as our “named executive officers.” Mr. Comas retired as Chief Financial Officer effective December 31, 2018, and Matthew R. McGrew succeeded him as Chief Financial Officer effective January 1, 2019. Mr. Comas remains an Executive Vice President of the Company.

 

  NAME AND

  PRINCIPAL POSITION

  YEAR    

SALARY

($)(1)

    BONUS ($)  

STOCK

AWARDS

($)(2)

   

OPTION AWARDS

($)(2)

   

NON-EQUITY

INCENTIVE

PLAN

COMPENSATION

($)(1)

   

CHANGE IN

PENSION VALUE

AND

NONQUALIFIED

DEFERRED

COMPENSATION

EARNINGS

($)(3)

   

ALL OTHER

COMPENSATION

($)(4)

    TOTAL ($)  

Thomas P. Joyce, Jr.

President

and CEO

 

 

2018

 

 

$

1,236,000

 

 

0

 

$

5,516,165

 

 

$

4,478,180

 

 

$

3,604,176

 

 

 

0

 

 

$

526,520

 

 

$

15,361,041

 

 

 

2017

 

 

$

1,200,000

 

 

0

 

$

5,559,897

 

 

$

4,413,654

 

 

$

3,100,000

 

 

$

6,863

 

 

$

505,927

 

 

$

14,786,341

 

 

 

2016

 

 

$

1,100,000

 

 

0

 

$

4,095,424

 

 

$

3,762,923

 

 

$

3,500,000

 

 

$

11,867

 

 

$

498,587

 

 

$

12,968,801

 

Daniel L. Comas,

Executive Vice

President and Former CFO

 

 

2018

 

 

$

932,639

 

 

0

 

$

2,151,910

 

 

$

1,746,670

 

 

$

1,704,398

 

 

 

0

 

 

$

311,600

 

 

$

6,847,217

 

 

 

2017

 

 

$

905,476

 

 

0

 

$

2,168,648

 

 

$

1,721,412

 

 

$

1,600,000

 

 

$

5,203

 

 

$

294,764

 

 

$

6,695,503

 

 

 

2016

 

 

$

862,357

 

 

0

 

$

1,830,931

 

 

$

1,682,232

 

 

$

1,666,505

 

 

$

9,196

 

 

$

271,662

 

 

$

6,322,883

 

Rainer M. Blair,

Executive Vice President

 

 

2018

 

 

$

700,000

 

 

0

 

$

1,655,066

 

 

$

1,343,570

 

 

$

1,275,750

 

 

 

0

 

 

$

114,981

 

 

$

5,089,367

 

 

 

2017

 

 

$

625,000

 

 

0

 

$

1,390,207

 

 

$

1,103,517

 

 

$

1,000,000

 

 

 

0

 

 

$

112,539

 

 

$

4,231,263

 

William K. Daniel II,

Executive Vice

President

 

 

2018

 

 

$

812,650

 

 

0

 

$

2,068,562

 

 

$

1,679,390

 

 

$

1,440,423

 

 

 

0

 

 

$

173,668

 

 

$

6,174,693

 

 

 

2017

 

 

$

773,953

 

 

0

 

$

1,946,104

 

 

$

1,544,841

 

 

$

1,300,000

 

 

 

0

 

 

$

165,556

 

 

$

5,730,454

 

 

 

2016

 

 

$

730,144

 

 

0

 

$

1,589,854

 

 

$

1,460,842

 

 

$

1,337,989

 

 

 

0

 

 

$

110,968

 

 

$

5,229,797

 

Joakim Weidemanis,

Executive Vice President

 

 

2018

 

 

$

660,000

 

 

0

 

$

1,434,246

 

 

$

1,164,350

 

 

$

1,076,262

 

 

 

0

 

 

$

104,496

 

 

$

4,439,354

 

(1)

The following table sets forth the amount, if any, of salary and/or non-equity incentive compensation that each named executive officer deferred into the EDIP with respect to each of the years reported above:

 

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

AMOUNT OF NON-EQUITY

INCENTIVE COMPENSATION DEFERRED

INTO EDIP ($)

 
         2018            2017            2016              2018        2017        2016  

Thomas P. Joyce, Jr.

    

$

308,654

 

    

$

299,038

 

    

$

274,135

 

            

$

901,044

 

    

$

775,000

 

    

$

875,000

 

Daniel L. Comas

    

 

-

 

    

 

-

 

    

 

-

 

            

 

-

 

    

 

-

 

    

 

-

 

Rainer M. Blair

    

 

-

 

    

 

-

 

    

 

N/A

 

            

 

-

 

    

 

-

 

    

 

N/A

 

William K. Daniel II

    

$

121,674

 

    

$

115,840

 

    

$

109,274

 

            

$

360,106

 

    

 

-

 

    

 

-

 

Joakim Weidemanis

    

 

-

 

    

 

N/A

 

    

 

N/A

 

            

$

322,879

 

    

 

N/A

 

    

 

N/A

 

 

(2)

The amounts reflected in these columns represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity grants made in the applicable year:

 

   

With respect to stock options, the grant date fair value under FASB ASC Topic 718 has been calculated using the Black-Scholes option pricing model, based on the following assumptions (and assuming no forfeitures):

 

  NAME OF OFFICER   

DATE OF

GRANT

  

 

RISK-FREE

INTEREST

RATE

    

STOCK PRICE

VOLATILITY RATE

    

DIVIDEND

YIELD

    

OPTION

LIFE

   

Joyce, Comas, Blair, Daniel, Weidemanis

  

February 24, 2018

  

 

2.82

  

 

21.52

  

 

0.63

  

8.0 years

   

Joyce, Comas, Blair, Daniel

  

February 24, 2017

  

 

2.18

  

 

18.18

  

 

0.65

  

8.0 years

   

Joyce, Comas, Daniel

  

February 24, 2016

  

 

1.60

  

 

24.70

  

 

0.62

  

8.0 years

   

 

      DANAHER  2019 PROXY STATEMENT      39


Table of Contents

  Compensation Tables and Information

 

 

 

   

During the periods reflected in the Summary Compensation Table, one-quarter of each executive officer’s annual equity award was granted in the form of restricted stock units and one-quarter was granted in the form of performance stock units that vest based on the Company’s TSR ranking relative to the S&P 500 Index over a three-year performance period (the balance of each annual equity award was granted in stock options). With respect to restricted stock units, the grant date fair value under FASB ASC Topic 718 was calculated based on the number of shares of Common Stock underlying the RSU, times the closing price of the Common Stock on the date of grant (but discounted to account for the fact that RSUs do not accrue dividend rights prior to vesting and distribution). With respect to performance stock units, the grant date fair value under FASB ASC Topic 718 has been calculated based on the probable outcome of the applicable performance conditions and a Monte Carlo simulation valuation model modified to reflect an illiquidity discount (as a result of the mandatory two-year post-vesting holding period), using the following significant assumptions (since the performance criteria applicable to the performance stock units is considered a “market condition,” footnote disclosure of the award’s potential maximum value is not required):

 

  ASSUMPTION      2018              2017        
    

MONTE

CARLO

SIMULATION

      

ILLIQUIDITY

DISCOUNT

            

MONTE

CARLO

SIMULATION

      

ILLIQUIDITY

DISCOUNT

       

Danaher’s expected volatility

    

 

16.15

    

 

16.26

            

 

16.27

    

 

16.91

       

Average volatility of peer group

    

 

25.22

    

 

N/A

 

            

 

25.49

    

 

N/A

 

       

Risk free interest rate

    

 

2.34

    

 

2.24

            

 

1.34

    

 

1.12

       

Dividend yield

    

 

0

    

 

0.56

            

 

0

    

 

0.58

       

 

(3)

For each applicable named executive officer, the amount set forth in this column (if any) represents the aggregate change in the actuarial present value of the officer’s accumulated benefit under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan (“Pension Plan”) between the respective plan measurement dates. The material assumptions used in quantifying the present value of the accumulated benefit at each of December 31, 2017 and December 31, 2018 are as follows: an interest crediting rate (applied from the plan measurement date until normal retirement age) of 3.65% for the plan measurement date of December 31, 2017 and 3.8% for the plan measurement date of December 31, 2018; a retirement age of 65, which is normal retirement age under the Cash Balance Plan; payment of the accrued obligations in a lump sum upon retirement; and the discount rates as set forth in Note 11 to Danaher’s consolidated financial statements included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2018. In 2018, the actuarial present value of the applicable, accumulated benefit under the Pension Plan declined by $884 with respect to Mr. Joyce and by $1,905 with respect to Mr. Comas. We do not provide any above-market or preferential earnings on compensation that is deferred.

 

(4)

The following table describes the elements of compensation included in “All Other Compensation” for 2018:

 

  NAME   

COMPANY 401(K)

CONTRIBUTIONS ($)

  

COMPANY EDIP

CONTRIBUTIONS ($)

     OTHER ($)     

TOTAL 2018

ALL OTHER

COMPENSATION ($)

   

Thomas P. Joyce, Jr.

  

$19,356

  

$

360,000

 

  

$

147,164 

(a)

  

$526,520

   

Daniel L. Comas

  

$19,356

  

$

203,732

 

  

$

88,512 

(b)

  

$311,600

   

Rainer M. Blair

  

$19,356

  

$

80,625

 

  

$

15,000 

(c)

  

$114,981

   

William K. Daniel II

  

$19,356

  

$

139,312

 

  

$

15,000 

(c)

  

$173,668

   

Joakim Weidemanis

  

$19,356

  

$

85,140

 

  

 

 

  

$104,496

   

 

  (a)

Includes $125,000 relating to personal use of the Company’s aircraft, plus amounts related to tickets to entertainment events, tax preparation/professional services, parking expenses and an annual physical exam. The incremental cost to the Company of the personal aircraft use is calculated by multiplying the total number of personal flight hours times the average direct variable operating costs (including costs related to fuel, on-board catering, maintenance expenses related to operation of the plane during the year, landing and parking fees, navigation fees, related ground transportation, crew accommodations and meals and supplies) per flight hour for the particular aircraft for the year, net of any applicable employee reimbursement. Since the aircraft are used primarily for business travel, we do not include in the calculation the fixed costs that do not change based on usage, such as crew salaries, aircraft insurance premiums, hangar lease payments, the lease or acquisition cost of the aircraft, exterior paint and other maintenance, inspection and capital improvement costs intended to cover a multiple-year period. Mr. Joyce’s annual perquisite allowance for personal use of the Company aircraft is limited to $125,000 annually and Mr. Joyce is required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $125,000.

 

  (b)

Includes $50,000 relating to personal use of Danaher’s aircraft, plus amounts related to tickets to entertainment events, tax preparation/professional services, parking expenses and an annual physical exam. The incremental cost to the Company of the personal aircraft use is calculated in the same manner as set forth in Footnote 4(a) above. During the period set forth in the Summary Compensation Table, Mr. Comas’ annual perquisite allowance for personal use of the Company aircraft was limited to $50,000 annually and Mr. Comas was required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $50,000.

 

  (c)

Consists of tax preparation/professional services.

 

40     DANAHER  2019 PROXY STATEMENT       
  


Table of Contents

Compensation Tables and Information  

 

 

Grants of Plan-Based Awards for Fiscal 2018

The following table sets forth certain information regarding grants of plan-based awards to each of our named executive officers in 2018.

 

             

COMMITTEE

APPROVAL

DATE

   

ESTIMATED POSSIBLE PAYOUTS

UNDER NON-EQUITY

INCENTIVE PLAN AWARDS(1)

   

ESTIMATED FUTURE

PAYOUTS UNDER EQUITY

INCENTIVE PLAN AWARDS(2)

   

ALL OTHER

OPTION

AWARDS:

NUMBER OF

SECURITIES

UNDERLYING

OPTIONS

(#) (2)

   

EXERCISE

OR BASE

PRICE OF

OPTION

AWARDS

($/

SHARE)

   

GRANT DATE

FAIR VALUE

OF STOCK

AND OPTION

AWARDS

($) (3)

 
  NAME      

GRANT

DATE

   

THRESHOLD

($)

   

TARGET

($)

   

MAXIMUM

($)

   

THRESHOLD

(#)

   

TARGET

(#)

   

MAXIMUM

(#)

 

Thomas P. Joyce, Jr.

 

Annual cash incentive compensation

 

 

2/20/2018

 

 

 

2/20/2018

 

 

$

1,236,000

 

 

$

2,472,000

 

 

$

4,721,520

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Stock options(4)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

154,420

 

 

$

99.33

 

 

$

4,478,180

 

 

Restricted stock units(5)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25,480

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$

2,491,434

 

 

Performance stock units(6)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,370

 

 

 

25,480

 

 

 

50,960

 

 

 

-

 

 

 

-

 

 

$

3,024,731

 

Daniel L. Comas

 

Annual cash incentive compensation

 

 

2/20/2018

 

 

 

2/20/2018

 

 

$

582,900

 

 

$

1,165,799

 

 

$

2,226,676

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Stock options(4)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,230

 

 

$

99.33

 

 

$

1,746,670

 

 

Restricted stock units(5)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,940

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$

971,933

 

 

Performance stock units(6)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,485

 

 

 

9,940

 

 

 

19,880

 

 

 

-

 

 

 

-

 

 

$

1,179,977

 

Rainer M. Blair

 

Annual cash incentive compensation

 

 

2/20/2018

 

 

 

2/20/2018

 

 

$

437,500

 

 

$

875,000

 

 

$

1,671,250

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Stock options(4)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

46,330

 

 

$

99.33

 

 

$

1,343,570

 

 

Restricted stock units(5)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,645

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$

747,528

 

 

Performance stock units(6)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,911

 

 

 

7,645

 

 

 

15,290

 

 

 

-

 

 

 

-

 

 

$

907,538

 

William K. Daniel II

 

Annual cash incentive compensation

 

 

2/20/2018

 

 

 

2/20/2018

 

 

$

507,907

 

 

$

1,015,813

 

 

$

1,940,203

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Stock options(4)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

57,910

 

 

$

99.33

 

 

$

1,679,390

 

 

Restricted stock units(5)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,555

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$

934,288

 

 

Performance stock units(6)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,389

 

 

 

9,555

 

 

 

19,110

 

 

 

-

 

 

 

-

 

 

$

1,134,274

 

Joakim Weidemanis

 

Annual cash incentive compensation

 

 

2/20/2018

 

 

 

2/20/2018

 

 

$

379,500

 

 

$

759,000

 

 

$

1,449,690

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

Stock options(4)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

40,150

 

 

$

99.33

 

 

$

1,164,350

 

 

Restricted stock units(5)

 

 

2/24/2018

 

 

 

2/20/2018

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,625

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$

647,793

 

 

Performance stock units(6)

 

 

2/24/2018

 

 

 

2/20/2018