DANAHER CORP /DE/ DHR

55% shingled-prose overlap between the two filings.

2025: 56,100 chars · 2026: 58,144 chars

• Committee Report:36% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):34% overlap (56,374 → 48,681 chars)
• Say-on-Pay proposal:5% overlap (25,000 → 24,999 chars)

• changedTHE FOLLOWING SECTION DISCUSSES AND ANALYZES THE COMPENSATION PROVIDED TO EACH OF THE EXECUTIVE OFFICERS SET FORTH IN THE 2025 2024SUMMARY COMPENSATION TABLE ON PAGE 52, 53,ALSO REFERRED TO AS THE NAMED EXECUTIVE OFFICERS, OR NEOS.
• newTable of ContentsExecutive Summary38Risk Considerations41Analysis of 2025 Named Executive Officer Compensation42Peer Group Compensation Analysis47Named Executive Officer Compensation Framework48Other Compensation Policies and Information48
• newDuring 2025, Danaher operated in a dynamic environment marked by significant policy and regulatory shifts across geographies and continued macro-economic challenges for the healthcare industry.
• newNotwithstanding these hurdles, we continued to invest in Danaher’s future growth, investing approximately $1.6 billion in research and development and approximately $1.2 billion in capital expenditures to support future core growth.
• newIn addition, in February 2026, the Company entered into a definitive agreement to acquire all of the outstanding shares of Masimo Corporation, a leading specialty diagnostics provider of pulse oximetry and other patient monitoring systems, for an aggregate cash purchase price of approximately $9.9 billion, including assumed indebtedness and net of acquired cash.
• newThe Masimo transaction is subject to customary closing conditions, including receipt of applicable regulatory clearances and Masimo shareholder approval.
• newEven as we made these significant growth investments, in 2025 we returned approximately $4.0 billion to our shareholders through stock buybacks and dividends and notwithstanding the dynamic environment we generated $24.6 billion in sales, $4.7 billion in operating profit and $6.4 billion in operating cash flow.
• changedTo 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 the creation of shareholder value returnsand subject to significant vesting and/or holding periods.
• new2026 Updates to Executive Compensation Program
• changedThe science and technology markets in which we operate are competitive, with demand sometimes exceeding the supply of talent, which has resulted resultingin significant increases in compensation paid by many of the companies with whom we compete for thistalent.
• changedAs a result, our Compensation Committee Thesetrendsrequireustoregularly and proactively assesses assessour executive compensation program to ensure it remains competitive and effective in light of market conditions.
• newIn view of Danaher’s evolution into a more strategically focused life science and diagnostics company, in early 2026 the Compensation Committee made several changes to our executive compensation program.
• newThe changes are intended to ensure that our program continues to effectively attract and incentivize talented executives, link pay to performance and align with Danaher’s current business portfolio and strategy.
• newFollowing is a summary of these changes, each of which has been implemented with respect to Danaher’s 2026 executive compensation program:
• changed2026 2025Notice of Annual Meeting and Proxy Statement38 Statement39
• new•Annual cash incentive compensation.
• new◦In our executive annual cash incentive compensation program, we (1) increased the weighting of the Company’s financial performance from 60% to 70% and reduced the personal performance weighting from 40% to 30%, and (2) moved the adjusted EPS performance metric to our long-term incentive compensation program and replaced it with an adjusted operating income metric.
• new◦The Company’s annual financial performance will now be based on adjusted operating income (weighted 43% of the Company performance factor), core revenue growth (weighted 36%), and free cash flow ratio (weighted 21%).
• new◦We believe the combination of these changes sharpens the program’s focus on balanced, annual Company financial performance.
• new•Long-term incentive compensation.
• new◦In our long-term incentive compensation program, we added time-vested RSUs to the program and revised the annual award mix to 60% PSUs, 20% stock options and 20% time-vested RSUs.
• newWe believe this revised mix improves balance and more closely aligns with typical peer practice, and as a result strengthens the accountability of our executives to achieve our growth objectives, supports talent retention by reducing volatility in earned compensation caused by macroeconomic and geopolitical forces, and helps support long-term executive stock ownership to foster commonality of interest with shareholders.
• new◦With respect to our PSU awards in particular, we (1) reduced the weighting of relative total shareholder return ("TSR") performance from 100% to 50%, changed the performance group for this metric from the S&P 500 to the S&P 500 Health Care Index, and correlated threshold (50%) level payout to 25th percentile relative TSR performance and target (100%) level payout to 50th percentile performance, and (2) added a 3-year adjusted EPS target (at a 50% weighting).
• newWith respect to the portion of the PSUs tied to relative TSR performance, we retained the 100% cap on payout in the event Danaher’s absolute TSR for the performance period is negative but deleted the 25% minimum payout for positive absolute TSR performance.
• newThese changes help focus management on both long-term profitability and growth while also ensuring a close tie between earned shares and our investor experience.
• new◦We believe these changes better reflect Danaher’s strategy and the evolution of our portfolio and incentivize performance in a way that is more focused on our sector and competitive cohort, while also giving our executives better “line of sight” to achievement of PSU performance objectives.
• new•2026 equity awards.
• newWe increased the target amounts of the 2026 long-term incentive awards granted to certain of our non-CEO NEOs by between 50% and 100% compared to their respective 2025 target award amount.
• newThese enhanced grant amounts are specific to 2026, are not intended to reset the executive’s annual grant level and are intended to immediately amplify the benefits of the program re-design described above, including the retention benefits.
• newThe Committee believes that these changes reflect and support Danaher’s performance-oriented culture and our commitment to generate sustained, long-term shareholder value.
• new2025 Say-On-Pay Vote
• changedAt our annual meeting of shareholders in May 2025, 2024,93% of the votes cast on the say on pay proposal were voted in favor of the proposal.
• newOur Compensation Committee has reviewed the say on pay proposal vote results and feedback from our shareholder engagement activities and considered this feedback in connection with its executive compensation decision-making.
• changed2025 2024Annual Executive Compensation
• changedThe chart below summarizes key information with respect to each pay element represented in Danaher’s 2025 2024annual executive compensation program:
• changed2026 2025Notice of Annual Meeting and Proxy Statement39 Statement40
• changedPay Element:Annual Long-Term Incentive Compensation (Equity)Pay Element:Annual Cash Incentive CompensationPrimary Objectives:Primary Objectives:•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; and◦in the case of PSUs, tied to (1) long-term changes in share price at all performance levels, and (2) relative TSR performance and attainment of average return-on-invested-capital ("ROIC") performance goals.•Motivate executives to achieve near-term operational and financial goals that support our long-term business objectives and strategic priorities•Attract, retain and motivate skilled executives•Allow for meaningful pay differentiation tied to annual performance of individuals and groupsForm: CashForm: Performance Requirement:Performance Requirement:•4-year, time-based vesting schedule and a 10-year term•Options only have/increase in value if Danaher stock price increases•3-year relative TSR (and average ROIC performance as a modifier)•2-year holding period (incremental to 3-year performance period)Key Committee Considerations in Determining 2025 2024Compensation:Key Committee Considerations in Determining 2025 2024Compensation:•This pay element represented the most significant component of compensation for each NEO for 2025, with a focus on aligning 2024.•Thispayelementhastheheaviestweightingofallourexecutivecompensationprogramelementsbecauseitbestsupportsourretentionandmotivationobjectivesandmostdirectlyalignsthe interests of our executives with shareholders.•We have shareholders.•Fromtimetotime,wealso granted granttime-vesting RSUs to executive officers on a selective basis officers,suchasfor retention purposes or in connection with new hires or promotions.
• changed•This pay element represented the second-most significant component of compensation for each NEO for 2025. 2024.
• changedIts focus on near-term performance and the cash nature of the award complement the longer-term, equity- based compensation elements of our program.Pay Element:Fixed Annual CompensationPay Element:Other CompensationPrimary ObjectivesPrimary Objectives:•Provide sufficient fixed compensation to (1) mitigate incentive to pursue inappropriate risk-taking to maximize variable pay, and (2) allow a reasonable standard of living relative to peers•Make our total executive compensation plan competitive •Improve cost-effectiveness by delivering perceived value that exceeds our actual costsForm: CashForm: Employee benefit plans; limited perquisites; severance benefitsPerformance Requirement: N/APerformance Requirement: N/AKey Committee Considerations in Determining 2025 2024Compensation:Key Committee Considerations in Determining 2025 2024Compensation:•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 and retention purposes to attract and retain high-performing executives.•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 limited 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 and focus that executives spend on Danaher business.
• changedAppendix A to this Proxy Statement quantifies and reconciles these measures to the comparable 2025 2024GAAP financial measures.
• new“Adjusted EPS” means the Company’s “Adjusted Diluted Net Earnings Per Common Share” from continuing operations for the fiscal year ended December 31, 2025 as reported on a Current Report on Form 8-K furnished by the Company on January 28, 2026 (“Form 8-K”), but excluding: (1) the
• changed2026 2025Notice of Annual Meeting and Proxy Statement40 Statement41
• changed“AdjustedEPS”meanstheCompany’s“AdjustedDilutedNetEarningsPerCommonShare”fromcontinuingoperationsforthefiscalyearendedDecember31,2024asreportedonaCurrentReportonForm8-KfurnishedbytheCompanyonJanuary29,2025(“Form8-K”),butexcluding:(1)theimpact of any change in accounting principles that occurred during the performance period and the cumulative effect thereof, to the extent such change was not considered in establishing target performance levels (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); and (2)(i) all transaction and financing costs directly related to the acquisition of any whole or partial interest in a business, (ii) all restructuring charges directly related to or arising from 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 identified as of the acquisition date and related to any business as to which the Company acquired a whole or partial interest, (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 or charges associated with the operation of any business as to which the Company acquired a whole or partial interest on or after January 1, 2025; 2024;provided, that with respect to the gains and charges referred to in sections (2)(iii) and (2)(iv) above, only gains or charges that individually or as part of a series of related items exceeded $10 million during the performance period are excluded.
• changed“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, 2025, 2024,less 2025 2024purchases of property, plant and equipment from continuing operations (net of proceeds from the sale of property, plant and equipment); but excluding the cash flow impact of any discrete tax item in excess of $10 million or any other item that is excluded from Adjusted EPS, divided by (B) the Company’s Adjusted Net Income.
• changed“Adjusted Net Income” means the Company’s net income from continuing operations for the year ended December 31, 2025 2024as determined pursuant to GAAP, but excluding the same adjustment items reflected in the calculation of Adjusted EPS.
• changedIn reaching this conclusion, the Committee considered in particular the following risk-mitigation attributes of our 2025 2024executive compensation program.
• changedAttributeKey Risk Mitigating Effect•Emphasis on long-term, equity-based compensation •Multi-year •Four-yearvesting requirement for stock options, and three-year performance period plus further two-year mandatory holding period for PSUs •Rigorous, no-fault clawback policies that are triggered even in the absence of wrongdoing and were expanded in 2025•Discourages risk-taking that produces short-term results at the expense of building long-term shareholder value •Helps ensure executives realize their compensation over a time horizon consistent with achieving long-term shareholder value •Helps deter inappropriate actions and decisions that could harm Danaher and its key stakeholders •Incentive compensation programs feature multiple, complementary performance measures aligned with business strategy •Mitigates incentive to over-perform with respect to any particular metric at the expense of other metrics •Cap on annual cash incentive compensation plan payments and on number of shares that may be earned under equity awards •Mitigates incentive to over-perform with respect to any particular performance period at the expense of future periods •Stock ownership requirements for all executive officers •No hedging of Danaher securities permitted•No pledging of Danaher securities by directors or executive officers permitted (except for shares that were pledged as of the date the policy was adopted)•Helps align permitted•Alignsexecutives’ economic interests with the long-term interests of our shareholders •Annual cash incentive compensation awards are subject to Compensation Committee discretion•Mitigates risks associated with a strictly formulaic program, which could unintentionally incentivize an undue focus on certain performance metrics or encourage imprudent risk taking •Provides Compensation Committee the opportunity as appropriate to adjust awards based on how results are achieved •Independent compensation consultant•Helps ensure advice will not be influenced by conflicts of interest
• changed2026 2025Notice of Annual Meeting and Proxy Statement41 Statement42
• changedAnalysis of 2025 2024Named Executive Officer Compensation
• changedIn determining the appropriate mix and amount of compensation elements for each NEO for 2025, 2024,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 “Executive Summary –2025 –2024Executive Compensation.” The graphics below illustrate, for Mr. Blair and separately for the other NEOs (exceptforMr.Weidemanis)in aggregate, the percentage of 2025 2024compensation that each element of compensation accounted for (based on the amounts reported in the 2025 2024Summary Compensation Table on page 52): 53):
• changedIn February 2025, 2024,the Committee subjectively determined the target dollar value of equity compensation to be delivered to each NEO in 2025, 2024,taking into account the following factors (none of which were assigned a particular weight by the Committee):
• changed•the risk/reward ratio of the award amount compared to the length of the related vesting and holding provisions, including our belief thefactthat the combined vesting and holding periods applicable to our 2025 executive awards are longer than typical for our peer group;
• newIn determining Mr. Blair’s annual equity compensation in February 2025, the Committee considered in particular the Company’s performance against its immediate peer group of life science companies, growth in a challenging macroeconomic environment, and actions taken to position the Company for long-term growth.
• newThe Committee also took into account peer compensation practices and the importance of Mr. Blair to the company's strategic evolution.
• changedWith respect to each oftheNEO's 2025 2024annual equity awards, one-half of the target award value was delivered as stock options and one-half as PSUs.
• newThe Committee awarded a combination of stock options and PSUs to incentivize and reward shareholder value creation and support our talent retention objectives.
• changedStock •Stockoptions 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 the 2025 PSUs is tied completely directlyto the Company’s TSR performance relative to the S&P 500.
• changedIn addition, our 2025 •Our2024NEO stock options vest over four years andhaveaten-yeartermand our 2025 2024NEO PSUs are subject to a three-year performance period and a further two-year holding period to promote stability and encourage officers to take a long-term view of our performance. period.
• newAs noted above under "2026 Updates to Executive Compensation Program," in 2026 the Committee continued to include stock options and PSUs in our annual NEO equity awards, but added time-vesting RSUs, adjusted the relative weighting of each type of equity award granted and adjusted the PSU performance criteria to enhance the performance and retention incentives of these annual awards.
• changed2026 2025Notice of Annual Meeting and Proxy Statement42 Statement43
• newIn 2025, in addition to annual equity awards, Mr. Riley and Ms. Sawyer Montgomery each received a special equity grant with a target value of $5 million.
• newThese executives have assumed segment leadership roles that are critical to Danaher's success, and these special grants are intended to enhance the amount and retention value of these officers' Danaher equity stakes.
• newWe believe the grants also further aligned the compensation for these roles with peer practice.
• newIn 2025 and prior years, the Company has used time-vesting RSUs on a selective basis to support particular executive officer retention objectives while also incentivizing long-term shareholder value creation.
• newAs noted above under "2026 Updates to Executive Compensation Program," in 2026 the Committee added RSUs to Danaher's annual NEO equity compensation program, to help reinforce the retention impact of the annual program.
• changedThe executive officer PSUs granted in 2025 2024are subject to two performance criteria:
• changedThe number of shares of Common Stock that vest pursuant to each 2025 PSU award is based primarily on the Company’s TSR ranking relative to the S&P 500 Index over an approximately three-year performance period.
• changedThe Committee selected the S&P 500 Index as the relative TSR comparator group because the index consists of a broad and stable group of companies that represent representsinvestors’alternative capital investment opportunities for investors. opportunities,reinforcingthelinkagebetweenourexecutivecompensationprogramandthelong-terminterestsofourshareholders.
• newAs noted above under “2026 Updates to Executive Compensation Program,” in light of Danaher’s evolution into a more focused life science and diagnostics company, in 2026 the Committee replaced the S&P 500 Index with the S&P 500 Health Care Index as the comparator group for purposes of the PSU relative TSR performance criteria.
• newThis change focuses the relative TSR comparison on the companies with whom Danaher competes most directly for investors.
• newFor 2026, we also reduced the weighing of relative TSR performance from 100% to 50%, correlated threshold (50%) level payout to 25th percentile relative TSR performance and target (100%) level payout to 50th percentile performance, and added a 3-year adjusted EPS target (at a 50% weighting).
• newIn 2026, with respect to the portion of the PSUs tied to relative TSR performance, we retained the 100% cap on payout in the event Danaher’s absolute TSR for the performance period is negative but deleted the 25% minimum payout for positive absolute TSR performance.
• changed2026 2025Notice of Annual Meeting and Proxy Statement43 Statement44
• changedWith respect to the PSUs granted in 2025, 2024,any PSUs that vest following the three-year performance period are subject to an additional two-year holding period and are paid in shares of Company Common Stock following the fifth anniversary of the commencement of the performance period.
• changedAny dividends paid on the Company’s Common Stock during the performance and holding periods are credited to PSU accounts, but are only paid (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.
• changedPSUs Earned for 2023-2025 2022-2024Performance Period
• newThe Company's TSR was 0.32% for the 2023-2025 performance period (beginning February 24, 2023 and ending December 31, 2025).
• newThough the Company's TSR ranked below the 35th percentile relative to the S&P 500 Index, as a result of the positive TSR 25% of the target PSUs were earned and certified in February 2026.
• newThese earned PSUs remain subject to a further mandatory holding period that runs through 2027.
• changedThe diagram below illustrates the 2025 2024annual incentive award opportunities the Committee established for the Company’s NEOs in February 2025 2024under the Omnibus Plan, each element of which is further described below.

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