DEF 14A 1 ldhr2022_def14a.htm DANAHER CORP - DEF 14A DANAHER CORPORATION - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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 under §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 all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE

OF 2022 ANNUAL MEETING
OF SHAREHOLDERS

ITEMS OF BUSINESS

1.	To elect the thirteen directors named in the attached Proxy Statement to hold office until the 2023 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, 2022.
3.	To approve on an advisory basis the Company’s named executive officer compensation.
4.	To act upon a shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%.
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, 2022 can vote at Danaher’s 2022 Annual Meeting. YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

A list of shareholders of record will be available during the meeting for inspection by shareholders of record for any legally valid purpose related to the annual meeting at the meeting center site at www.virtualshareholdermeeting.com/DHR2022.

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 30, 2022.

By order of the Board of Directors,

JAMES F. O’REILLY

Vice President, Deputy General Counsel and Secretary

MAY 10, 2022

3:00 p.m. Eastern Time

Place

There is no physical location for Danaher’s 2022 Annual Meeting. Shareholders may instead attend virtually at www.virtualshareholdermeeting.com/DHR2022.

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

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

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

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

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

ATTENDING THE MEETING

To attend the virtual meeting, you will need to enter the 16-digit control number included on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form.

2022 PROXY STATEMENT

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 10, 2022. This Proxy Statement and the accompanying Annual Report are available free of charge at: https://materials.proxyvote.com/235851 or investors.danaher.com/annual-report-and-proxy.


PROXY STATEMENT SUMMARY	04

PROPOSAL 1 – ELECTION OF DIRECTORS OF DANAHER	13

CORPORATE GOVERNANCE	20

DIRECTOR COMPENSATION	28

DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS	31

BENEFICIAL OWNERSHIP OF DANAHER COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS	33

PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	35

AUDIT COMMITTEE REPORT	37

COMPENSATION DISCUSSION AND ANALYSIS	38

COMPENSATION COMMITTEE REPORT	52

COMPENSATION TABLES AND INFORMATION	53

SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS	66

PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	72

PROPOSAL 4 – SHAREHOLDER PROPOSAL REQUESTING THAT DANAHER AMEND ITS GOVERNING DOCUMENTS TO REDUCE PERCENTAGE OF SHARES REQUIRED FOR SHAREHOLDERS TO CALL SPECIAL MEETING OF SHAREHOLDERS FROM 25% TO 10%	74

GENERAL INFORMATION ABOUT THE ANNUAL MEETING	76

OTHER INFORMATION	80

APPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES	82

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PROXY STATEMENT SUMMARY

To assist you in reviewing the proposals to be acted upon at our 2022 Annual Meeting, below is summary information regarding the meeting, each proposal to be voted upon at the meeting and Danaher Corporation’s business performance, corporate governance, sustainability program and executive compensation. The following description is only a summary and does not contain all of the information you should consider before voting. For more information about these topics, please review Danaher’s Annual Report on Form 10-K for the year ended December 31, 2021 and the complete Proxy Statement. In this Proxy Statement, the terms “Danaher” or the “Company” refer to Danaher Corporation, Danaher Corporation and its consolidated subsidiaries or the consolidated subsidiaries of Danaher Corporation, as the context requires. All financial data in this Proxy Statement refers to continuing operations unless otherwise indicated.

2022 Annual Meeting of Shareholders


TIME AND DATE 3:00 p.m. Eastern time Tuesday, May 10, 2022	LOCATION www.virtualshareholdermeeting.com/DHR2022	RECORD DATE March 11, 2022

Voting Matters

Proposal	Description	Board Recommendation
PROPOSAL 1 – Election of directors (page 13)	We are asking our shareholders to elect each of the thirteen directors identified below to serve until the 2023 Annual Meeting of shareholders.	FOR each nominee
PROPOSAL 2 – Ratification of the appointment of the independent registered public accounting firm (page 35)	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 2022. 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.	FOR
PROPOSAL 3 – Advisory vote to approve named executive officer compensation (page 72)	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 2021.	FOR
PROPOSAL 4 – Shareholder proposal (page 74)	You are being asked to consider a shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%.	AGAINST

Please see the sections titled “General Information About the Meeting” and “Other Information” beginning on page 76 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.

2022 PROXY STATEMENT 04

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Business Highlights

2021 Performance

In 2021, as the world faced the second year of the COVID-19 pandemic, Danaher continued to focus on deploying the full breadth of its resources to support the health and well-being of its associates and provide crucial contributions to the fight against the pandemic:

•	From the beginning of the pandemic through January 1, 2022, our businesses had collectively enabled or produced approximately 150 million COVID-19-related diagnostic tests.
•	Our bioprocessing businesses are supporting biotechnology researchers and manufacturers around the world in their efforts to develop and produce COVID-19 vaccines and therapeutics. Our services and products (such as filtration, chromatography and single-use technologies) are being used on all the major COVID-19 vaccines and therapeutics that have been approved as of January 1, 2022.
•	During the pandemic, we have significantly enhanced the scope and range of our health and wellness benefits to support our associates, including expanding our employee assistance program (EAP) globally; augmenting the EAP to include 24/7 confidential counseling, legal and financial support, as well as comprehensive online resources on subjects such as health and wellness, family and relationships, work and education; and specifically addressing acute needs brought about by the pandemic, including supporting children’s remote learning needs, providing back-up child, adult, elder and pet care and, in some countries, paid leaves of absence for associates taking care of children and elders, and childcare reimbursements and subsidizations.

Notwithstanding the pandemic, in 2021 Danaher:

•	Continued to invest in future growth, investing approximately $1.7 billion in research and development and almost $12 billion in acquisitions and strategic investments, including the $9.6 billion cash acquisition of Aldevron, L.L.C. (“Aldevron”). Aldevron manufactures high-quality plasmid DNA, mRNA and proteins, and expands Danaher’s capabilities into the important field of genomic medicine.
•	Returned approximately $580 million to common shareholders through cash dividends (marking the 29^thyear in a row Danaher has paid a dividend on its common shares).
•	Grew our business on a year-over-year basis as illustrated below:

2022 PROXY STATEMENT 05

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Long-Term Performance

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

Danaher has not experienced a sustained period of underperformance over the last twenty-five years (i.e., 1997-2021). 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 1997-2021; and
•	by more than 600 basis points over every rolling 3-year period from and including 2002-2021.

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:

2022 PROXY STATEMENT 06

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

	Board refreshment remains a key area of focus for us, as evidenced by the 2019 additions of Drs. Jessica L. Mega and Pardis C. Sabeti, the 2020 addition of Rainer M. Blair and the 2021 addition of A. Shane Sanders to our Board. These additions helped drive an over 20% reduction in our average director tenure from 2019 to 2021.
	Our Bylaws provide for proxy access by shareholders.
	Our Chairman and CEO positions are separate.
	Our Board has established a Lead Independent Director position.
	All of our directors are elected annually.
	In uncontested elections, our directors must be elected by a majority of the votes cast, and we have a director resignation policy that applies to any incumbent director who fails to receive such a majority.
	Our shareholders have the right to act by written consent.
	Shareholders owning 25% or more of our outstanding shares may call a special meeting of shareholders.
	We have never had a shareholder rights plan.
	We have no supermajority voting requirements in our Certificate of Incorporation or Bylaws.
	All members of our Audit, Compensation and Nominating and Governance Committees are independent as defined by the New York Stock Exchange listing standards and applicable SEC rules.
	Danaher (including its subsidiaries during the period we have owned them) has made no political contributions 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 2021 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked Danaher as a First Tier company.

2022 PROXY STATEMENT 07

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Shareholder Engagement Program

We actively seek and highly value feedback from our shareholders. During 2021, 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 and 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 2022 Annual Meeting.

Name	Director Since	Principal Professional Experience	Committee Memberships	Other Public Company Boards (as of March 11, 2022)
Rainer M. Blair	2020	President and Chief Executive Officer, Danaher Corporation	E, F, S	0
Linda Filler*	2005	Former President of Retail Products, Chief Marketing Officer and Chief Merchandising Officer, Walgreen Co.	N, S	0
Teri List*	2011	Former Executive Vice President and Chief Financial Officer, Gap Inc.	A, C	3
Walter G. Lohr, Jr.*	1983	Retired partner, Hogan Lovells	A, C, F, N	0
Jessica L. Mega, MD, MPH*	2019	Chief Medical and Scientific Officer, Verily Life Sciences LLC	S	0
Mitchell P. Rales	1983	Chairman of the Executive Committee, Danaher Corporation	E, F	1
Steven M. Rales	1983	Chairman of the Board, Danaher Corporation	E, F, S	0
Pardis C. Sabeti, MD, D.Phil*	2019	Investigator, Howard Hughes Medical Institute	S	0
A. Shane Sanders*	2021	Senior Vice President of Business Transformation, Verizon Communications Inc.	A	0
John T. Schwieters*	2003	Principal, Perseus TDC	A, N	0
Alan G. Spoon*	1999	Former Managing General Partner, Polaris Partners	C	3
Raymond C. Stevens, PhD*	2017	Chief Executive Officer, ShouTi	S	0
Elias A. Zerhouni, MD*	2009	Former President, Global Research & Development, Sanofi S.A.	N, S	0

Chair * Independent Director

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

2022 PROXY STATEMENT 08

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Sustainability

We believe in harnessing Danaher’s scale and resources to drive company-wide sustainability initiatives while empowering our operating companies to pursue sustainability in ways that best fit the needs of their particular stakeholders. With this framework in mind and based on a robust materiality assessment reflecting a range of stakeholder perspectives, we have developed a sustainability strategy based on Danaher’s Shared Purpose (Helping Realize Life’s Potential) and Core Values, organized around three pillars: Innovation, People and the Environment. A foundation of integrity, compliance and sound governance, which we refer to as the Foundational Elements of our sustainability program, underpins these three pillars.

	Innovation One of Danaher’s Core Values is “Innovation Defines Our Future.” Our leading-edge products and solutions give true meaning to our Shared Purpose by enhancing quality of life today and setting the foundation for a better world for future generations. At Danaher, innovation doesn’t happen by accident. It is the product of the DBS Innovation Engine, a rigorous management program that is part of a larger suite of integrated, function-specific DBS management programs and tools, as well as our IP strategy and management program (which we refer to as our IP Vision). Danaher invested approximately $1.7 billion in research and development in 2021 and as of the end of 2021 held approximately 21,900 patents worldwide, underscoring our commitment to innovation.

	People Danaher is committed to attracting, developing, engaging and retaining the best people from around the world to sustain and grow our science and technology leadership. “Consistently attracting and retaining exceptional talent” is one of our three strategic priorities and “The Best Team Wins” is one of our five Core Values, reflecting the critical role our human capital plays in supporting our strategy. Our human capital strategy addresses culture, recruitment, development, engagement and retention, with a particular focus on attracting and engaging diverse talent with the unique perspectives and fresh ideas necessary to drive innovation, fuel growth and help ensure our products effectively serve a global customer base. For more detail on our human capital strategy, please see pages 9 - 11 of our Annual Report on Form 10-K for the year ended December 31, 2021.

			In 2020, we achieved base pay equity for women and for racial and ethnic minorities in the U.S. In addition, in 2021 we disclosed for the first time in our annual Sustainability Report extensive diversity representation data across geographies and career levels, as well as metrics related to turnover, internal fill rate and engagement.

			Third parties have recognized our human capital initiatives. Danaher was featured on the FORTUNE World’s Most Admired Companies 2021 and Forbes 2021 Best Employers for Diversity lists and in 2021 for the ninth year in a row the Human Rights Campaign named Danaher one of the Best Places to Work for LGBTQ Equality.

2022 PROXY STATEMENT 09

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	Environment
	We are committed to reducing the environmental impact of our operations and products, and helping our customers do the same. We continue to make progress toward this objective by implementing management programs to support our efforts, tracking key metrics to gauge improvement and setting goals to drive accountability. In particular:
	• Beginning in 2019, we began leveraging the power of the Danaher Business System (“DBS”) to mitigate the environmental impact of our operations by deploying our first DBS environmental sustainability tools, focused on reducing energy use and waste.
	• Since 2019, we have publicly reported our energy usage, Scope 1 and 2 greenhouse gas emissions, water usage and waste generation and recycling.
	• In 2020, we reported for the first time on the key climate-related risks and opportunities our businesses face.
	• In 2020, we announced our intention to achieve the following goals by 2024 (compared to the baseline year of 2019):

	YEAR 2024 GOALS 15% REDUCTION IN ENERGY CONSUMED (normalized to annual revenue) 15% REDUCTION IN SCOPE 1/2 GREENHOUSE GAS (GHG) EMISSIONS (normalized to annual revenue) 15% REDUCTION IN PERCENTAGE OF NON-HAZARDOUS/NON-REGULATED WASTE SENT TO LANDFILLS OR INCINERATION	2021 PROGRESS AGAINST OUR GOALS 9% REDUCTION IN ENERGY CONSUMED (normalized to annual revenue) 7.5% REDUCTION IN SCOPE 1/2 GREENHOUSE GAS (GHG) EMISSIONS (normalized to annual revenue) 6.1% REDUCTION IN PERCENTAGE OF NON-HAZARDOUS/NON- REGULATED WASTE SENT TO LANDFILLS OR INCINERATION

At the Board level, Danaher’s Nominating and Governance Committee oversees sustainability and social responsibility, and this responsibility is 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 disclosures.
More information about Danaher’s sustainability efforts is included in our latest Sustainability Report, available in the Investors section of our public website, https://www.danaher.com.

2022 PROXY STATEMENT 10

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Executive Compensation Highlights

Overview of Executive Compensation Program

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

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

To achieve these objectives our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term, performance-based equity awards tied closely to shareholder returns and subject to significant vesting and/or holding periods. Our executive compensation program rewards our executive officers when they 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 incorporated best practices into our 2021 executive compensation program:

*WHAT WE DO*		*WHAT WE DON’T DO*
	Five-year vesting requirement for stock options; three-year performance period plus further two-year holding period for PSUs		No tax gross-up provisions (except as applicable to management employees generally such as relocation policy)
	Incentive compensation programs feature multiple, different performance measures aligned with the Company’s strategic performance metrics		No dividend/dividend equivalents paid on unvested equity awards
	Short-term and long-term performance metrics that balance our absolute performance and our relative performance versus peer companies		No “single trigger” change of control benefits
	Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing		No active defined benefit pension program since 2003
	Minimum one-year vesting requirement for 95% of shares granted under the Company’s stock plan		No hedging of Danaher securities permitted
	Stock ownership requirements for all executive officers		No long-term incentive compensation is denominated or paid in cash (other than PSU dividend accruals)
	Limited perquisites and a cap on CEO/CFO personal aircraft usage		No above-market returns on deferred compensation plans
	Independent compensation consultant that performs no other services for the Company		No overlapping performance metrics between short-term and long-term incentive compensation programs

2022 PROXY STATEMENT 11

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Named Executive Officers’ 2021 Compensation

The following table sets forth the 2021 compensation of our named executive officers. Please see pages 53 - 54 for information regarding 2020 and 2019 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 ($)		Total ($)
Rainer M. Blair President and CEO		1,200,000		0		5,124,383		6,260,494		4,128,000		0		439,390		17,152,267
Matthew R. McGrew, Executive Vice President and CFO		798,600		0		1,537,702		1,877,996		1,697,025		0		188,184		6,099,507
Jennifer L. Honeycutt, Executive Vice President		750,000		0		1,313,474		1,603,093		1,537,500		0		155,641		5,359,708
Joakim Weidemanis, Executive Vice President		936,000

SEC Form DEF 14A filed by Danaher Corporation