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DANAHER CORP /DE/

For the period ended May 6, 2025. Filed Mar 26, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2025 · Filed Mar 26, 2025

DHR$230.25+1.7%Stored close · as of Nov 6, 2026
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Contents

Key Recent Changes to Executive Compensation Program

Danaher’s Compensation Committee regularly reviews our executive compensation program with a view toward continuous improvement and consideration of investor feedback. As a result of these regular reviews, in recent years, the Committee has made several enhancements to the program to reinforce the already-strong linkages (1) between pay and performance, (2) between the interests of our shareholders and the interests of our executive officers, and (3) between the Company’s strategic plan and executive compensation program. These improvements have included:

2025 Notice of Annual Meeting and Proxy Statement39

the 2025 adoption of an incremental, misconduct-based compensation clawback policy to complement our already-rigorous restatement-based clawback policy (as discussed in further detail below);

shortening of the vesting period for stock options (and RSUs as applicable) granted to executive officers to four years, to balance retention considerations with the traditional, long-term focus of our program;

introduction of a core revenue growth performance metric in our executive short-term incentive compensation program; and

making our executive long-term incentive compensation program entirely performance-based.

The Committee has enhanced our executive compensation program over the last several years to reinforce our performance-oriented culture and expects to continue to improve the program as appropriate. However, the Committee also believes that consistent use of best-practice designs is important in effectively communicating key messages to our executives and as a result the Committee does not revise the program to align with emerging trends unless it sees a clear business rationale for Danaher.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.