Danaher (DHR) DEF 14A Definitive proxy

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
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	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)

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	No fee required.
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	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

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

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^th year 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

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

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

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

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

	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

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

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				2,049,947		2,504,501		1,965,600		0		157,966		7,614,014
Angela S. Lalor, Senior Vice President-Human Resources		763,515		800,000		1,168,499		1,427,672		1,510,232		0		156,995		5,826,913

    2022 PROXY STATEMENT    12

PROPOSAL 1
Election of Directors

We are seeking your support for the election of the thirteen candidates whom 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 2023 Annual Meeting of shareholders and until his or her successor is duly elected and qualified.

We believe the nominees set forth below 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 seek to 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. Set forth below is biographical information regarding each candidate as of March 11, 2022.

Proxies cannot be voted for a greater number of persons than the thirteen 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.

Director Nominees

RAINER M. BLAIR
Age 57 Director since: 2020 CHIEF EXECUTIVE OFFICER Committees: •  Executive •  Finance •  Science & Technology Other Public Directorships: •  None	Mr. Blair has served as Danaher’s President and Chief Executive Officer since September 2020. Since joining Danaher in 2010, Mr. Blair has served in a series of progressively more responsible general management positions (and as a Danaher officer since 2014), including as Vice President - Group Executive from March 2014 until January 2017 and as Executive Vice President from January 2017 until September 2020. His broad operating and functional experience across diverse end-markets and geographies, in-depth knowledge of Danaher’s businesses and of the Danaher Business System and leadership experience from his service in the U.S. Army are particularly valuable to the Board given the global, diverse nature of Danaher’s portfolio. In addition, Mr. Blair adds deep multi-cultural experience having lived and worked on three continents.
	SKILLS AND QUALIFICATIONS:
	•  Global/international	•  M&A
	•  Life sciences	•  Public company CEO and/or President
	•  Product innovation

LINDA FILLER
Age 62 Director since: 2005 INDEPENDENT Committees: •  Nominating & Governance (Chair) •  Science & Technology Other Public Directorships: • None	Ms. Filler retired as President of Retail Products, Chief Marketing Officer and Chief Merchandising Officer at Walgreen Co., a retail pharmacy company, in April 2017. Prior to Walgreen Co., Ms. Filler served as President, North America of Claire’s Stores, Inc., a specialty retailer, and in Executive Vice President roles at Walmart Inc., a retail and wholesale operations company, and at Kraft Foods, Inc., a food and beverage manufacturing and processing company. Prior to Kraft Foods, Inc., Ms. Filler served for a number of years at Hanesbrands Inc., a multinational clothing company, including Chief Executive Officer roles for its largest branded apparel businesses. Ms. 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. 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.
	SKILLS AND QUALIFICATIONS:
	•  Global/international	•  Public company CEO and/or President
	•  Product innovation	•  Branding/marketing
	•  M&A

    2022 PROXY STATEMENT    13

TERI LIST
Age 59 Director since: 2011 INDEPENDENT Committees: •  Audit •  Compensation Other Public Directorships: •  Microsoft Corporation •  Oscar Health, Inc. •  DoubleVerify Holdings, Inc.	Ms. List served as Executive Vice President and Chief Financial Officer of Gap Inc., a global clothing retailer, from January 2017 until March 2020. 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 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 was employed by the accounting firm of Deloitte & Touche for almost ten years. Ms. List’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.
	SKILLS AND QUALIFICATIONS:
	•  Global/international	•  Accounting
	•  Digital technology	•  Finance
	•  M&A

WALTER G. LOHR, JR.
Age 78 Director since: 1983 INDEPENDENT Committees: •  Audit •  Compensation •  Finance •  Nominating & Governance Other Public Directorships: •  None	Mr. Lohr was a partner of Hogan Lovells, a global law firm, 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.
	SKILLS AND QUALIFICATIONS:
	•  M&A	•  Government, legal or regulatory

JESSICA L. MEGA, MD, MPH
Age 47 Director since: 2019 INDEPENDENT Committees: •  Science & Technology Other Public Directorships: •  None	Dr. Mega has served as Chief Medical and Scientific Officer at Verily Life Sciences LLC, a subsidiary of Alphabet Inc. focused on life sciences and healthcare, since March 2015. Prior to joining Verily, she served as Cardiologist and Senior Investigator at Brigham & Women’s Hospital from 2008 to March 2015. Dr. Mega has also served as a faculty member at Harvard Medical School and a senior investigator with the TIMI Study Group, where she helped lead international trials evaluating novel cardiovascular therapies and directed the genetics program. Dr. Mega oversees Verily’s clinical and science efforts, focusing on translating technological innovations and scientific insights into partnerships and programs that improve patient outcomes. Dr. Mega’s clinical background and experience re-imagining how clinical trial data is collected and analyzed offer valuable insights for Danaher, given our strategic focus on life sciences and healthcare applications.
	SKILLS AND QUALIFICATIONS:
	•  Life sciences	•  Government, legal or regulatory
	•  Health care management
	•  Digital technology

    2022 PROXY STATEMENT    14

MITCHELL P. RALES
Age 65 Director since: 1983 CHAIRMAN OF THE EXECUTIVE COMMITTEE Committees: •  Executive (Chair) •  Finance (Chair) Other Public Directorships: •  Colfax Corporation	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 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.
	SKILLS AND QUALIFICATIONS:
	•  Global/international	•  Public company CEO and/or President
	•  M&A	•  Finance

STEVEN M. RALES
Age 70 Director since: 1983 CHAIRMAN OF THE BOARD Committees: •  Executive •  Finance •  Science & Technology Other Public Directorships: •  None	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 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.
	SKILLS AND QUALIFICATIONS:
	•  Global/international	•  Public company CEO and/or President
	•  M&A	•  Finance

PARDIS C. SABETI, MD, D.PHIL
Age 46 Director since: 2019 INDEPENDENT Committees: •  Science & Technology Other Public Directorships: •  None	Dr. Sabeti has served as an Investigator for the Howard Hughes Medical Institute (“HHMI”), a non-profit medical research organization, since November 2015. Dr. Sabeti is a professor at the Center for Systems Biology and the Department of Organismic and Evolutionary Biology at Harvard University and the Department of Immunology and Infectious Disease at Harvard T.H. Chan School of Public Health. She is an Institute Member of the Broad Institute of MIT and Harvard. Dr. Sabeti is a computational geneticist with expertise developing new experimental technologies and computational algorithms to investigate the genomes of humans and infectious microbes. Her expertise in infectious disease research offers significant value to Danaher as we seek to develop research tools for use in determining the causes of disease, identification of new therapies and testing of new drugs and vaccines.
	SKILLS AND QUALIFICATIONS:
	•  Life sciences	•  Digital technology
	•  Diagnostics

A. SHANE SANDERS
Age 59 Director since: 2021 INDEPENDENT Committees: •  Audit Other Public Directorships: •  None	Mr. Sanders has served as Senior Vice President of Business Transformation at Verizon Communications Inc., a telecommunications company, since March 2020. He has served in a series of progressively more responsible leadership positions since joining Verizon in 1997, including as Senior Vice President of Corporate Finance from 2015 to March 2020. Prior to joining Verizon, Mr. Sanders served in various finance roles at Hallmark Cards, Inc., a retailer of greeting cards and gifts, and Safelite Group, Inc., a provider of vehicle glass repair, and began his career at Grant Thornton, an audit, tax and advisory firm, in 1984. Mr. Sanders’ leadership experiences in Verizon’s accounting and finance organization have spanned a range of functional areas, including financial planning and analysis, risk management, audit and public reporting and compliance. His broad and deep experience in a large, dynamic organization give him a keen understanding of the range of finance and accounting matters and judgments Danaher encounters. In addition, his business transformation experience offers valuable perspectives as Danaher continues to grow and evolve its portfolio of businesses. Mr. Sanders was originally proposed to the Nominating & Governance Committee for election as a director by one of the Company’s independent directors.
	SKILLS AND QUALIFICATIONS:
	•  Global/international	•  Finance
	•  M&A	•  Digital technology
	•  Accounting

    2022 PROXY STATEMENT    15

JOHN T. SCHWIETERS
Age 82 Director since: 2003 INDEPENDENT Committees: •  Audit (Chair) •  Nominating & Governance Other Public Directorships: •  None	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. 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.
	SKILLS AND QUALIFICATIONS:
	•  M&A	•  Finance
	•  Accounting

ALAN G. SPOON
Age 70 Director since: 1999 INDEPENDENT Committees: •  Compensation (Chair) Other Public Directorships: •  Fortive Corporation •  IAC/ InterActiveCorp. •  Match Group, Inc.	Mr. Spoon served as Partner Emeritus of Polaris Partners from January 2016 to June 2018, Managing General Partner from 2000 to 2010 and Partner from 2000 to 2018. Within the past five years, Mr. Spoon served on the board of directors of Cable One, 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.
	SKILLS AND QUALIFICATIONS:
	•  Product innovation	•  Public company CEO and/or President
	•  Digital technology	•  Finance
	•  M&A

RAYMOND C. STEVENS, PH.D.
Age 58 Director since: 2017 INDEPENDENT Committees: •  Science & Technology Other Public Directorships: •  None	Professor Stevens has served as Chief Executive Officer of ShouTi, a biotechnology company, since May 2019. He also 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, from July 2014 to August 2021. 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 has also 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. His extensive experience living and working in China is also valuable to Danaher given China’s strategic significance to our business.
	SKILLS AND QUALIFICATIONS:
	•  Global/international	•  Product innovation
	•  Life sciences

    2022 PROXY STATEMENT    16

ELIAS A. ZERHOUNI, MD
Age 70 Director since: 2009 INDEPENDENT Committees: •  Nominating & Governance •  Science & Technology (Chair) Other Public Directorships: •  None	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.
	SKILLS AND QUALIFICATIONS:
	•  Global/international	•  Health care management
	•  Life sciences	•  Government, legal or regulatory
	•  Diagnostics

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOREGOING NOMINEES.

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 the director’s profession;

• skills, expertise and background (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 by a third-party search firm engaged by the Committee. 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, 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 (including with respect to age, race, gender and national origin) of the Board when considering director nominees.

When Danaher recruits a director candidate, either a search firm engaged by the Committee or a member of the Board contacts the prospect to assess interest and availability. The candidate will then meet with members of the Board and at the same time, the Committee with the support of the search firm will conduct such further inquiries as the Committee deems appropriate. A background check is completed before a final recommendation is made to appoint a candidate to the Board.

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, an initial determination is made as to whether to conduct a full evaluation of the candidate based primarily on 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, any additional inquiries the Committee may, in its discretion, conduct and any other factors the Committee may deem appropriate.

    2022 PROXY STATEMENT    17

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

SKILLS AND EXPERTISE

Blair

Filler

List

Lohr

Mega

M. Rales

S. Rales

Sabeti

Sanders

Schwieters

Spoon

Stevens

Zerhouni

Global/international

Life sciences

Diagnostics

Health care management

Product innovation

Digital technology

M&A

Public company CEO and/or President

Accounting

Finance

Branding/marketing

Government, legal or regulatory

Age (Board average is 63.3 years of age)

57

62

59

78

47

65

70

46

59

82

70

58

70

Gender

M

F

F

M

F

M

M

F

M

M

M

M

M

Race/Ethnicity*

C

C

C

C

C

C

C

M

B

C

C

C

N

Born outside U.S.

* “B” refers to Black; “C” refers to Caucasian (other than Middle Eastern or North African descent); “M” refers to Middle Eastern descent; “N” refers to North African descent.

Board Orientation

Our new director orientation program includes extensive meetings with Danaher management and familiarizes new directors with Danaher’s businesses, strategies, policies and the Danaher Business System; assists them in developing company and industry knowledge to optimize their Board service; and educates them with respect to their fiduciary duties and legal responsibilities and Danaher’s corporate governance framework.

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. Given the critical role of acquisitions in our overall strategy as well as the diversity of our portfolio, it is essential that our Board include members with the experience of having led the Company through a range of M&A and economic cycles. However, the Board also seeks to thoughtfully balance the knowledge and experience that comes from longer-term Board service with the fresh perspectives and new domain expertise that can come from adding new directors. 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 evidences our focus on refreshment and helped drive an over 20% reduction in our average director tenure from 2019 to 2021.

    2022 PROXY STATEMENT    18

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 (or, if such amount is not a whole number, the closest whole number below twenty percent), 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.

    2022 PROXY STATEMENT    19

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 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.

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 6.1 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 our independent directors have appointed Ms. Filler as Lead Independent Director. As Lead Independent Director, Ms. Filler:

• presides at all meetings of the Board at which the Chairman of the Board and the Chairman 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.

    2022 PROXY STATEMENT    20

Board Oversight of Strategy

One of the Board’s primary responsibilities is overseeing management’s development 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. The Board annually 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. On an annual basis the Board also reviews the Company’s human capital, risk assessment/risk management, compliance and sustainability programs as well as the Company’s operating budget, and at meetings occurring throughout the year the Board reviews acquisitions, strategic investments and other capital allocation topics as well as the Company’s operating and financial performance, among other matters. The Board also looks to the 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 nine 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 which may include valuation, due diligence, risk and anticipated synergies with Danaher’s businesses and strategy. With respect to more significant acquisitions, such as the Company’s 2020 acquisition of Cytiva and 2021 acquisition of Aldevron, the Board typically discusses and evaluates the proposed opportunity over multiple meetings. The Board’s acquisition oversight also extends across transactions and over time; at least annually the Board 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 topics. As discussed above, 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. 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. The Board reviews the Company’s human capital strategy annually and at other times during the year in connection with significant initiatives and acquisitions, supported by the Compensation Committee’s oversight of our executive and equity compensation programs.

•   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 CEO succession planning process is a CEO development model consisting of three dimensions: critical experiences, leadership capabilities and personal characteristics/traits. 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.

Board Oversight of Risk

The Board’s role in risk oversight at the Company is consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing our risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company. 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.

The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to the Board committees for further consideration and evaluation. Generally, each committee has responsibility to identify and address risks that are associated with the purpose of, and responsibilities delegated to, that committee. Each committee reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities.

    2022 PROXY STATEMENT    21

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, cybersecurity and privacy 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, director independence and sustainability (including climate).
Science and Technology Committee	Risks related to potentially disruptive science and technology trends and opportunities.

SPOTLIGHT: OVERSIGHT OF CYBERSECURITY RISK

Danaher’s goal is to maintain a secure environment for our products, data and systems that effectively supports our business objectives and customer needs. Our commitment to cybersecurity emphasizes cultivation of a security-minded culture through security education and training, and a programmatic and layered approach that reflects industry best practice.

We have adopted a comprehensive Information Security Policy that clearly articulates Danaher’s expectations and requirements with respect to acceptable use, risk management, data privacy, education and awareness, security incident management and reporting, identity and access management, third-party management, security (with respect to physical assets, products, networks and systems), security monitoring and vulnerability identification. The policy sets forth a detailed security incident management and reporting protocol, with clear escalation timelines and responsibilities. We also maintain a global incident response plan and regularly conduct exercises to help ensure its effectiveness and our overall preparedness.

We believe cybersecurity is the responsibility of every associate. We regularly educate and share best practices with our associates to raise awareness of cyber threats. Every year, all associates in administrative, business, technical, professional, management and executive career categories are required to take information security and protection training as part of the Danaher Annual Training Program, and (in most countries where we operate) are required to certify their awareness of and compliance with the Information Security Policy. We also conduct monthly education, training and cyber-event simulations for our associates to reinforce awareness of the cyber threat landscape.

We take measures to regularly improve and update our cybersecurity program, including independent program assessments, penetration testing and scanning of our systems for vulnerabilities.

The cybersecurity program is led by the Company’s Chief Information Security Officer role, who along with Danaher’s Chief Information Officer, provide multiple updates each year to the Audit Committee regarding this program, including information about cyber-risk management governance and the status of projects to strengthen cybersecurity effectiveness. The Audit Committee regularly briefs the full Board on these matters, and the full Board also receives periodic briefings from management on our cybersecurity program.

Board of Directors and Committees of the Board

General

The Board met eight times in 2021. All directors attended at least 85% (and eleven of the directors attended 100%) of the total number of meetings of the Board and of the committees of the Board on which they served held during the period they served. 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. Twelve of our directors (which constituted the entire Board as of such time) attended the Company’s annual meeting in May 2021.

The membership of each of the Board’s committees as of March 11, 2022 is set forth below. While each of the committees is authorized to delegate its powers to sub-committees, none of the committees did so during 2021. The Audit, Compensation, Nominating & Governance and Science & Technology Committees report to the Board on their actions and recommendations at each regularly scheduled Board meeting.

    2022 PROXY STATEMENT    22

Name of Director	Audit	Compensation	Nominating & Governance	Science & Technology	Executive	Finance
Rainer M. Blair
Linda Filler
Teri List
Walter G. Lohr, Jr.
Jessica L. Mega, MD, MPH
Mitchell P. Rales
Steven M. Rales
Pardis C. Sabeti, MD, D.Phil.
A. Shane Sanders
John T. Schwieters
Raymond C. Stevens, Ph.D.
Alan G. Spoon
Elias A. Zerhouni, MD
# OF MEETINGS HELD IN 2021	7	7	11	5	1	8

Chair

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 and is financially literate within the meaning of the NYSE listing standards. In addition, the Board has determined that Ms. List and Messrs. Schwieters and Sanders each 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. Given Ms. List’s extensive experience as a Chief Financial Officer, her proficiency in accounting, and her knowledge of and dedication to Danaher, our Board has determined that Ms. List’s simultaneous service on the audit committees of more than three public companies does not impair her ability to effectively serve on our Audit Committee. In 2021, Ms. List attended all of the meetings of the Board and of the committees on which she served.

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;

    2022 PROXY STATEMENT    23

• 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 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

Members of our senior management generally attend the Compensation Committee meetings. In addition, 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 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, preparing meeting materials and providing 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 2021 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;

• 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 review 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.

    2022 PROXY STATEMENT    24

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 & 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

• oversees the Company’s sustainability program.

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. The Committee typically meets in executive session, without the presence of management, at its regularly scheduled meetings.

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.

Executive Committee

The Executive Committee exercises between meetings of the Board such powers and authority as are specifically delegated to it by the Board from time to time, typically related to business acquisition or capital raising transactions.

Finance Committee

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

Board, Committee and Individual Director Evaluations

Our Board recognizes that a rigorous and constructive evaluation process is an essential component of good corporate governance and Board effectiveness. Under the leadership of our Lead Independent Director, the Nominating & Governance Committee oversees the annual evaluation process and periodically reviews the format of the process to help ensure it is eliciting actionable feedback with respect to the effectiveness of the Board, Board committees and individual directors.

    2022 PROXY STATEMENT    25

The annual evaluation process consists of the following components:

• Board and committee self-assessment. Each director completes a questionnaire assessing the performance of the Board and its committees (as applicable) in overseeing strategy; capital allocation; operations; financial integrity, legal compliance and risk management; leadership succession planning; governance; sustainability; and executive compensation, as well as the effectiveness of Board processes.

• Individual director self-assessment. Each director also completes a self-assessment questionnaire, assessing their own performance with respect to meeting attendance and preparedness; Board and committee contributions; and engagement with management and with fellow directors, and identifying their director education priorities.

• Self-assessment meetings. The questionnaire results are provided to the Board and to each of the Audit, Compensation and Nominating and Governance Committees, and the Board and each such committee hold an executive session (facilitated by the Lead Independent Director at the Board level and by the respective committee chair at the committee level) to discuss the results, identify areas for continued improvement and prioritize director education topics. The results of the committee sessions are communicated to the full Board.

• Acting upon results. As a result of the Board’s 2021 self-assessment process, the Board identified opportunities to further strengthen the Board’s practices in areas relating to the Company’s sustainability strategy and Board-level oversight thereof; meeting process efficiency; director education; and engagement with management.

Shareholder Engagement and Alignment

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.

Key Policies Aligning Company and 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 their initial election or appointment) is required to beneficially own Danaher shares with a market value of at least five times their annual cash retainer (excluding the additional cash retainers paid to the committee chairs and the Lead Independent Director). 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 their 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 their 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 Danaher’s 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 the director or officer directly or indirectly owns and controls, except for any shares that were pledged as of the date the policy was adopted. Certain shares of Common Stock owned by Messrs. Steven and Mitchell Rales were exempted from the policy because such shares had 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.

    2022 PROXY STATEMENT    26

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 such 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. At December 31, 2021, the maximum amount of secured indebtedness permitted under the lines of credit would not exceed 25% of the market value of the shares pledged as collateral;
•	the number of shares and percentage of total outstanding shares pledged; and
•	the more than 15% reduction since 2013 in the aggregate 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 short sales of Danaher Common Stock, transactions in any derivative of a Danaher security (including, but not limited to, buying or selling puts, calls or other options (except for instruments granted under a Danaher equity compensation plan)) or any other forms of hedging transactions with respect to Danaher securities.

• Shareholder Right to Call Special Meeting. Shareholders owning 25% or more of Danaher’s outstanding shares may require the Company to call a special meeting of shareholders.

At Danaher’s 2021 Annual Meeting, a majority of the shares represented in person or by proxy and entitled to vote voted against 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%. Danaher’s Nominating and Governance Committee and Company management annually review Danaher’s governing documents, and the proposal, investor feedback thereon and the voting results (in 2021 and in the prior years when a similar proposal has been brought) were taken into account in considering whether a modification to Danaher’s special meeting threshold is warranted. It was determined that the existing 25% threshold continues to strike 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

For an overview of Danaher’s sustainability program, please see “Proxy Statement Summary – Sustainability.”

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.

    2022 PROXY STATEMENT    27

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). The Committee engages 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 typically reviews, and seeks 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	$	125,000
Annual equity award target award value	$	185,000
Committee chair annual cash retainer (Compensation, Nominating & Governance, Science & Technology)	$	20,000
Committee chair annual cash retainer (Audit)	$	25,000
Lead Independent Director annual cash retainer	$	40,000
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.

    2022 PROXY STATEMENT    28

Non-Management Directors’ Deferred Compensation Plan

Each non-management director can elect to defer all or part of the cash director fees that the director 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, and are maintained in bookkeeping accounts. Dividends accrued on phantom shares are also deemed invested in phantom shares of Danaher Common Stock. A director may elect to have their 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.

Director Summary Compensation Table

The table below summarizes the compensation paid by Danaher to the non-management directors for the year ended December 31, 2021. Each of Steven Rales, Mitchell Rales and Rainer M. Blair serves as a director and executive officer of Danaher but they have not received and do 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 2021 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 ($)(1)(2)	Total ($)
Linda Filler(3)	0	284,644	92,404	377,048
Teri List(3)	0	220,644	92,404	313,048
Walter G. Lohr, Jr.	167,000	91,644	92,404	351,048
Jessica L. Mega, MD, MPH	125,000	91,644	92,404	309,048
Pardis C. Sabeti, MD, D. Phil.(3)	0	216,644	92,404	309,048
A. Shane Sanders (4)	0	171,658	92,404	264,062
John T. Schwieters	162,000	91,644	92,404	346,048
Alan G. Spoon(3)	0	236,644	92,404	329,048
Raymond C. Stevens, Ph.D.(3)	0	216,644	92,404	309,048
Elias A. Zerhouni, MD(3)	0	244,644	92,404	337,048

(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): a 7.5 year option life; a risk-free interest rate of 1.37%; a stock price volatility rate of 26.07%; and a dividend yield of 0.33% 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, 2021. 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, 2021(#)	Aggregate Number of Unvested Danaher RSUs Owned as of December 31, 2021(#)
Linda Filler	20,558	365
Teri List	24,048	365
Walter G. Lohr, Jr.	28,596	365
Jessica L. Mega, MD, MPH	3,876	365
Pardis C. Sabeti, MD, D. Phil.	3,876	365
A. Shane Sanders	1,216	365
John T. Schwieters	28,596	365
Alan G. Spoon	24,048	365
Raymond C. Stevens, Ph.D.	11,216	365
Elias A. Zerhouni, MD.	24,048	365

    2022 PROXY STATEMENT    29

(3) Each of Mss. Filler and List, Messrs. Sanders and Spoon, Professor Stevens and Drs. Zerhouni and Sabeti deferred 100% of his or her 2021 cash director fees into phantom shares of Danaher Common Stock under the Non-Employee Directors’ Deferred Compensation Plan. Since these phantom shares are accounted for under FASB ASC Topic 718, they are reported under the “Stock Awards” column in the table above.

Name of Director	2021 Phantom Shares Received Under Deferred Compensation Plan(#)
Linda Filler	678
Teri List	453
Pardis C. Sabeti, MD, D. Phil.	439
A. Shane Sanders	270
Alan G. Spoon	509
Raymond C. Stevens, Ph.D.	439
Elias A. Zerhouni, MD.	538

(4) Mr. Sanders was appointed to the Board in May 2021.

    2022 PROXY STATEMENT    30

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. Filler and List, Messrs. Lohr, Sanders, Schwieters and Spoon, Professor Stevens and Drs. Mega, Sabeti and Zerhouni are independent within the meaning of the listing standards of the NYSE. The Board concluded that none of these directors possesses 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 2021, the Company’s subsidiaries (a) sold $172,000 of products to a pre-revenue company that Dr. Zerhouni owns a greater-than-10% interest in; and (b) sold products and/or services to and purchased products and/ or services from organizations with whom certain of the other independent directors are or were employed, and in each case the amount of sales and the amount of purchases were less than 1.0% of the annual revenues of such other organization and of Danaher’s 2021 revenues. The Board also considered that all of the transactions referenced in the prior sentence 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. 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 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, in 2021 each of Steven Rales and Mitchell Rales received a salary of $419,000 and was 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. Steven Rales also received a 401(k) plan contribution of $20,346 and Mitchell Rales received a 401(k) plan contribution of $8,314 and a non-elective contribution of $19,606 into his ECP account. The Rales’ do not receive cash incentive compensation or equity awards. In 2021, Danaher provided to the Rales’ tax and accounting services at a cost to Danaher of approximately $310,000 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 $345,000 and provided Mr. Steven Rales with a personal car and parking at a cost to Danaher of approximately $3,900. 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 2021, Steven Rales and Mitchell Rales paid Danaher approximately $145,000 for providing benefits for, and as reimbursement for paying a portion of the salaries of, persons who provide services to the Rales’.

    2022 PROXY STATEMENT    31

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 controlled by Mitchell Rales and Joust III is controlled 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, aircraft procurement and disposition 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 applicable and 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 primarily 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, 2021, 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, 2021, the incremental value of the use of the Danaher aircraft by the Joust entities, net of the incremental value of the use of the Joust aircraft by Danaher, was approximately $55,000. 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.

    2022 PROXY STATEMENT    32

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

The following table sets forth as of March 1, 2022 (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
Rainer M. Blair	182,214	*	Includes options to acquire 152,334 shares and 10,224 shares attributable to his account in the Company’s deferred compensation program.
Linda Filler	52,749	*	Includes options to acquire 20,558 shares and 7,134 phantom shares attributable to her account under the Non-Employee Directors’ Deferred Compensation Plan.
Teri List	30,768	*	Includes options to acquire 24,048 shares and 6,720 phantom shares attributable to her account under the Non-Employee Directors’ Deferred Compensation Plan.
Walter G. Lohr, Jr.	456,346	*	Includes options to acquire 28,596 shares, 36,750 shares held by a charitable foundation of which Mr. Lohr is president and 391,000 other shares held indirectly. Mr. Lohr disclaims beneficial ownership of the shares held by the charitable foundation.
Jessica L. Mega, MD, MPH	3,876	*	Consists of options to acquire 3,876 shares.
Mitchell P. Rales	35,396,945	4.9%	Includes 25,671,000 shares owned by limited liability companies of which a revocable trust controlled by Mr. Rales is the sole member, 97 shares attributable to Mr. Rales’ 401(k) Plan account, 2,831 shares attributable to Mr. Rales’ account in the Company’s deferred compensation program, 50,103 shares underlying Mandatory Convertible Preferred Shares of the Company owned indirectly (based on the minimum conversion rate for each preferred share), 7,197,757 shares attributable to a charitable foundation of which Mr. Rales is a director (consisting of 7,072,500 common shares and an additional 125,257 common shares underlying Mandatory Convertible Preferred Shares of the Company) and 2,475,157 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 and 6,754,000 of the shares held by the charitable foundation 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	43,488,630	6.1%	Includes 34,000,000 shares owned by limited liability companies of which a revocable trust controlled by Mr. Rales is the sole member, 19,376 shares attributable to Mr. Rales’ 401(k) Plan account, 125,257 shares underlying Mandatory Convertible Preferred Shares of the Company owned indirectly (based on the minimum conversion rate) held by a revocable trust controlled by Mr. Rales, 6,429,257 shares attributable to a charitable foundation of which Mr. Rales is the director (consisting of 6,304,000 common shares and an additional 125,257 common shares underlying Mandatory Convertible Preferred Shares of the Company (based on the minimum conversion rate)), and 2,914,740 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.

    2022 PROXY STATEMENT    33

Name	Number of Shares Beneficially Owned(1)	Percent of Class(1)	Notes
Pardis C. Sabeti, MD, D.Phil	5,037	*	Consists of options to acquire 3,876 shares and 1,161 phantom shares attributable to her account under the Non-Employee Directors’ Deferred Compensation Plan.
A. Shane Sanders	1,488	*	Consists of options to acquire 1,216 shares and 272 phantom shares attributable to his account under the Non-Employee Directors’ Deferred Compensation Plan.
John T. Schwieters	56,899	*	Includes options to acquire 28,596 shares and 26,303 other shares held indirectly.
Alan G. Spoon	100,044	*	Includes options to acquire 24,048 shares and 8,700 other shares owned indirectly.
Raymond C. Stevens, Ph.D.	15,416	*	Includes options to acquire 11,216 shares and 4,200 phantom shares attributable to his account under the Non-Employee Directors’ Deferred Compensation Plan.
Elias A. Zerhouni, MD	31,548	*	Includes options to acquire 24,048 shares and 7,500 other shares held indirectly.
Matthew R. McGrew	122,022	*	Includes options to acquire 108,600 shares, 718 shares attributable to his account in the Company’s deferred compensation program and 8,789 shares attributable to his 401(k) account.
Jennifer L. Honeycutt	69,200	*	Includes options to acquire 49,306 shares, 14,106 shares attributable to her account in the Company’s deferred compensation program and 2,011 shares attributable to her 401(k) account.
Joakim Weidemanis	244,562	*	Includes options to acquire 206,899 shares and 16,263 shares attributable to his account in the Company’s deferred compensation program.
Angela S. Lalor	146,135	*	Includes options to acquire 123,808 shares and 19,826 shares attributable to her account in the Company’s deferred compensation program.
The Vanguard Group	49,960,190	7.0%	Derived from a Schedule 13G filed February 9, 2022 by The Vanguard Group, which sets forth their beneficial ownership as of December 31, 2021. According to the Schedule 13G, The Vanguard Group has shared voting power over 1,008,082 shares, sole dispositive power over 47,391,363 shares and shared dispositive power over 2,568,827 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
BlackRock, Inc.	45,990,561	6.4%	Derived from a Schedule 13G filed February 8, 2022 by BlackRock, Inc., which sets forth their beneficial ownership as of December 31, 2021. 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)	80,292,632	11.2%	Includes options to acquire 1,130,127 shares, 30,285 shares attributable to executive officers’ 401(k) accounts, 120,006 shares attributable to executive officers’ accounts in the Company’s deferred compensation program and 19,490 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.
*	Represents less than 1% of the outstanding Danaher Common Stock.

    2022 PROXY STATEMENT    34

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, 2022. 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 2022 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 2022.

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 2021 and 2020.

	Twelve Months Ended December 31, 2021($)	Twelve Months Ended December 31, 2020($)
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 annual audit or the review of quarterly financial statements and statutory audits that non-U.S. jurisdictions require.	23,881,753	22,498,956
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.	460,505	575,731
Tax Fees. Fees for professional services related to tax compliance and return preparation, tax advice and tax planning.(1)	5,748,758	6,880,019
All Other Fees. Fees for products and services other than as reported under “Audit Fees,” “Audit-Related Fees” or “Tax Fees” above.	10,000	0

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

	Twelve Months Ended December 31, 2021($)	Twelve Months Ended December 31, 2020($)
Tax Compliance. Includes tax compliance fees for tax return review and preparation services and assistance related to tax audits by regulatory authorities.	3,229,028	3,936,832
Tax Consulting. Includes tax consulting services, including assistance related to tax planning.	2,519,730	2,943,187

    2022 PROXY STATEMENT    35

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.

    2022 PROXY STATEMENT    36

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 registered public accounting firm, 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, cybersecurity and privacy 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 2022. The Audit Committee evaluates Ernst & Young’s performance at least annually. In evaluating Ernst & Young and determining whether to reappoint the firm as Danaher’s independent registered public accounting firm, 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 every five years, the Audit Committee (including 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 those matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. 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 above 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, 2021 be included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

Audit Committee of the Board of Directors

John T. Schwieters (Chair)

Teri List

Walter G. Lohr, Jr.

A. Shane Sanders

    2022 PROXY STATEMENT    37

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. THE CONTENT OF THIS COMPENSATION DISCUSSION AND ANALYSIS IS ORGANIZED INTO SIX SECTIONS:

TABLE OF CONTENTS
Section 1 – Executive Summary	38
Section 2 – Risk Considerations	42
Section 3 – Analysis of 2021 Named Executive Officer Compensation	43
Section 4 – Peer Group Compensation Analysis	49
Section 5 – Named Executive Officer Compensation Framework	50
Section 6 – Other Compensation Policies and Information	50

Executive Summary

Overview

The COVID-19 pandemic continued to pose unprecedented challenges to the world in 2021, and in response we have continued to focus on deploying the full breadth of our resources to support the health and well-being of our associates and provide crucial contributions to the fight against the pandemic (for further details please see “Proxy Statement Summary – Business Highlights”). Notwithstanding the pandemic, over the course of 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^th year in a row Danaher has paid a dividend on its common shares); and

• increased revenues by 32%, net earnings attributable to common shareholders by 79% and operating cash flow by 34% on a year-over-year basis.

We note below under “– Named Executive Officer Compensation Framework” that the philosophy and goals of our compensation program have remained consistent over time but also give our Committee flexibility to take into account the then-prevailing economic and social environment. Despite the challenges posed by the pandemic, the Committee’s performance expectations of our executive officers in 2021 remained consistent with prior years as did the overall structure of our executive compensation program. In determining the compensation structure and amounts for our CEO, the Committee continued to apply the same guiding principles that have underpinned our CEO compensation program for years; please see “– 2021 Executive Compensation” below for additional details.

For a further discussion of Danaher’s business performance in 2021 and over the long term, please see “Proxy Statement Summary – Business Highlights.”

    2022 PROXY STATEMENT    38

Executive Compensation Program Objectives

With the goal of building long-term value for our shareholders, we maintain 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 goals and objectives 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.

The science and technology markets in which we operate are competitive, with demand sometimes exceeding the supply of talent, resulting in significant increases in compensation paid by the companies with whom we compete for this talent. The same conditions exist in the market for executive-level talent that can provide innovative leadership while managing at a global scale across multiple complex businesses. These trends require us to regularly and proactively assess our executive compensation program to ensure it remains competitive in light of market conditions.

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. In recent years, the Committee has enhanced 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 the introduction of a core revenue growth performance metric in our executive short-term incentive compensation program; and the replacement of time-vested restricted stock units with performance stock units, resulting in an annual executive long-term incentive compensation program that is 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, but also believes that consistent use of best-practice designs is important in effectively communicating key messages to our executives. As a result, the Committee does not revise the program to align with emerging trends unless it sees a clear business rationale for Danaher.

2021 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 2021, 95% 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.

    2022 PROXY STATEMENT    39

2021 Executive Compensation

The chart below summarizes key information with respect to each pay element represented in Danaher’s 2021 executive compensation program:

Pay Element	Primary Objectives	Form	Performance Requirement	Key Committee Considerations in Determining 2021 Compensation
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; and •  in the case of PSUs, tied to (1) long-term changes in share price at all performance levels, and (2) attainment of relative TSR and average ROIC performance goals.	Stock options (50%)	•  5-year, time-based vesting schedule •  Options only have/increase in value if Danaher stock price increases	•  This pay element represented the most significant component of compensation for each NEO for 2021. •  This pay 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. •  From time to time, we also grant time-vested restricted stock units to executive officers, such as in connection with new hires or promotions or to address retention requirements.
		Performance stock units (PSUs) (50%)	•  3-year relative TSR and average ROIC performance •  2-year holding period (incremental to 3-year performance period)

Annual Cash Incentive Compensation	•  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 groups	Cash	Company Payout Percentage (60%)		Adjusted EPS(1) (60%) Adjusted Free Cash Flow-to-Adjusted Net Income Ratio(1) (20%) Core Revenue Growth Including Cytiva(1) (20%)	This pay element represented the second-most significant component of compensation for each NEO for 2021. Its focus on near-term performance and the cash nature of the award complements the longer-term, equity-based compensation elements of our program.
			Personal Payout Percentage (40%)
Fixed Annual Compensation	•  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 and retention purposes to attract and retain high-performing executives.

    2022 PROXY STATEMENT    40

2021 Executive Compensation (cont.)

Pay Element	Primary Objectives	Form	Performance Requirement	Key Committee Considerations in Determining 2021 Compensation
Other Compensation	•  Make our total executive compensation plan competitive •  Improve cost-effectiveness by delivering perceived value that exceeds our actual costs	Employee benefit plans; limited 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 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 that executives spend on Danaher business.

(1)	Adjusted EPS, Adjusted Free Cash Flow-to-Adjusted Net Income Ratio (which we also refer to as “Free Cash Flow Ratio”) and Core Revenue Growth Including Cytiva 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 2021 GAAP financial measures.
	“Adjusted Diluted Earnings Per Share” or “Adjusted EPS” means fully diluted earnings per common share from continuing operations for the year ended December 31, 2021 as determined pursuant to GAAP, but excluding the Adjustment Items and assuming the conversion of the Company’s Mandatory Convertible Preferred Stock (“MCPS”) as of January 1, 2021, and “Adjusted Net Income” means the Company’s net income from continuing operations for the year ended December 31, 2021 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 2021 became a discontinued operation, (b) as to which control was lost in 2021, or (c) as to which the Company divested its interest in 2021, (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 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, 2021, (7) the impact of any discrete income tax charges or benefits recorded in the performance period, (8) dividends declared on our MCPS during 2021, (9) gains or charges associated with any business in which the Company owns only a minority interest, and (10) all non-cash amortization charges; provided, that with respect to the gains and charges referred to in sections (3) - (5), (6)(iii), (6)(iv) and (7), only gains or charges that individually or as part of a series of related items exceed $10 million during the performance period are excluded.
	“Core Revenue Growth Including Cytiva” is defined as sales from continuing operations calculated according to GAAP but excluding (1) sales from acquired businesses (other than Cytiva); and (2) the impact of currency translation. Sales attributable to acquired businesses refers to sales from acquired businesses (other than Cytiva) recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between (i) the period-to-period change in revenue (excluding sales from acquired businesses); and (ii) the period-to-period change in revenue (excluding sales from acquired businesses) after applying current period foreign exchange rates to the prior year period. For a further description of “Core Revenue Growth Including Cytiva” and an explanation of why the Cytiva results are included in this measure, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
	“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, 2021, less 2021 purchases 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 Net Income as a result of the Adjustment Items, divided by (B) the Company’s Adjusted Net Income.

    2022 PROXY STATEMENT    41

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. Below are highlights of 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

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 2021 executive compensation program.

ATTRIBUTE	KEY RISK MITIGATING EFFECT
•  Emphasis on long-term, equity-based compensation •  Five-year vesting requirement for stock options, and three-year performance period plus further two-year mandatory holding period for PSUs •  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 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	•  Aligns executives’ 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
•  Independent compensation consultant	•  Helps ensure advice will not be influenced by conflicts of interest

    2022 PROXY STATEMENT    42

Analysis of 2021 Named Executive Officer Compensation

Overview

In determining the appropriate mix and amount of compensation elements for each NEO for 2021, 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 – 2021 Executive Compensation.” The graphics below illustrate, for Mr. Blair and separately for the other NEOs in aggregate, the percentage of 2021 compensation that each element of compensation accounted for (based on the amounts reported in the 2021 Summary Compensation Table):

Long-Term Incentive Awards

Target Award Values

In February 2021, the Committee subjectively determined the target dollar value of annual equity compensation to be delivered to each NEO in 2021, taking into account 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, including the fact that the combined vesting and holding periods applicable to our executive awards are longer than typical for our peer group;

• the amount of equity compensation necessary to provide sufficient retention value and long-term performance incentives in light of (1) compensation levels within the Company’s peer group, and (2) the officer’s historical compensation;

• the competitive demand for our executives; and

• the lack of a defined benefit pension plan for Danaher executives, and therefore the significance of long-term incentive awards as a capital accumulation opportunity.

In determining Mr. Blair’s annual equity compensation in February 2021, the Committee considered in particular Mr. Blair’s effective leadership during the pandemic; the Company’s strong financial and operational performance during his tenure; and his progress in further enhancing the Company’s strategy development processes and strategic direction.

Equity Award Mix

With respect to each of the NEO 2021 annual equity awards, one-half of the target award value was delivered as stock options and one-half as PSUs (please see “Grants of Plan-Based Awards” table for the grant date fair value of the awards granted to each NEO). The Committee believes that the combination of stock options and PSUs 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 2021 NEO stock options vest over five years and our 2021 NEO PSUs are subject to a three-year performance period and a further two-year holding period. In aggregate, these periods promote stability and encourage officers to take a long-term view of our performance.

    2022 PROXY STATEMENT    43

• Effective in 2022, the Committee has shortened the vesting period for executive stock options to four years. The Committee continually assesses the effectiveness of our executive compensation program, and concluded that a four-year vesting period for stock options now most effectively balances (1) retention considerations in an increasingly competitive market for executive talent, and (2) the traditional, long-term focus of our executive compensation program.

• 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 highly-skilled officers.

PSU Performance Criteria

The executive officer PSUs granted in 2021 are subject to two performance criteria:

RELATIVE TSR

The number of shares of Common Stock that vest pursuant to the PSU award is based primarily on the Company’s total shareholder return (TSR) ranking relative to the S&P 500 Index over an approximately three-year performance period. The Committee established threshold, target and maximum relative TSR 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 below:

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. The 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 represents investors’ alternative capital investment opportunities, reinforcing the linkage between our executive compensation program and the long-term interests of our shareholders.

ROIC

The Company’s three-year average ROIC performance beginning with the year of grant, compared to the Company’s ROIC for the year immediately preceding the year of grant (the “baseline year”), can increase or decrease the number of shares that would otherwise vest by 10% (but cannot cause the payout percentage to exceed 200%), as illustrated in the table below:

Three-Year Average ROIC Change(2)
(Compared to Baseline Year ROIC)	ROIC Modifier Factor
At or above + 200 basis points	110%
Below + 200 basis points and above zero basis points	100%
At or below zero basis points	90%

(2) “Three-Year Average ROIC Change” means (1) the quotient of (a) the Company’s Adjusted Net Income for the three-year ROIC performance period divided by three, divided by (b) the Company’s Adjusted Invested Capital for the ROIC performance period, less (2) the quotient of (x) the Company’s Adjusted Net Income for the year immediately preceding the date of grant (the “baseline year”), divided by (y) the Company’s Adjusted Invested Capital for the baseline year. “Adjusted Invested Capital” means the average of the quarter-end balances for each fiscal quarter of the ROIC performance period 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 (1) any business acquisition by the Company for a purchase price equal to or greater than $250 million and consummated during the ROIC performance period, (2) any business sale, divestiture or disposition by the Company during the ROIC performance period, and (3) all Company investments in marketable or non-marketable securities that are consummated during the ROIC performance period. “Adjusted Net Income” is calculated in a manner similar to the definition set forth in the preceding footnote, except that (i) only transaction costs and operating gains/charges associated with acquisitions consummated during the ROIC performance period with a purchase price equal to or greater than $250 million are excluded, (ii) gains/charges associated with discontinued operations are not excluded, and (iii) gains/charges related to Company strategic investments as well as all after-tax interest expense are excluded.

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.

    2022 PROXY STATEMENT    44

VESTING AND HOLDING PERIOD

With respect to the PSUs granted in 2021, 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. 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 2019-2021 Performance Period

PSUs for the 2019-2021 performance period, which ended December 31, 2021, were earned and certified in February 2022 based on an earned payout percentage of 200%, resulting from the Company’s three-year absolute TSR of 193.05% ranking in the 96^th percentile relative to the TSRs of the companies in the S&P 500 index as of the beginning of the performance period (January 1, 2019). The Company’s Three-Year Average ROIC Change with respect to these PSUs was 293 basis points, but because the ROIC Modifier Factor cannot increase the earned payout percentage above 200%, it had no impact on the earned payout percentage. These PSUs remain subject to a further mandatory holding period that runs through 2023.

Annual Incentive Awards

Overview

The diagram below illustrates the 2021 annual incentive award opportunities the Committee determined for the Company’s NEOs in May 2021 under the Omnibus Plan, each element of which is further described below.

Target Bonus Percentage and Personal Payout Percentage

In May 2021, the Committee established NEO target bonus percentages (as a multiple of base salary) and the 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.

    2022 PROXY STATEMENT    45

Executive Officer	Target Bonus Percentage	2021 Personal Performance Objectives
Rainer M. Blair President and Chief Executive Officer	200%	The personal performance objectives for Mr. Blair consisted of the degree of Danaher’s 2021 core revenue growth, operating profit margin expansion, free cash flow growth and earnings per share growth; goals with respect to the Company’s associate diversity representation objectives; and qualitative goals related to talent development and succession planning; strengthening of the Company’s strategy development processes and execution with respect thereto; strengthening the Company’s innovation capabilities, science and technology organization and culture and early-stage investment program and execution; and capital allocation and deployment.
Matthew R. McGrew Executive Vice President and CFO	125%	Consisted of the degree of Danaher’s 2021 core revenue growth, operating profit margin expansion, earnings per share growth and free cash flow growth; goals with respect to the Company’s associate diversity representation objectives and finance organization associate engagement objectives; and qualitative goals relating to enhancing certain operational processes; strengthening talent management and development and succession planning in the finance organization; cultivation and execution of acquisition opportunities; and the Company’s cyber-security strategy.
Jennifer Honeycutt Executive Vice President	125%	Consisted of the degree of year-over-year improvement in core revenue, operating profit margin and working capital turnover for her business units; return-on-invested-capital performance achieved with respect to acquisitions by her business units; quantitative goals for her business units relating to talent development, associate diversity representation, associate engagement, succession planning and other human resources -related metrics, on-time delivery and manufacturing quality; and qualitative goals relating to strategic initiatives; strengthening the Company’s innovation capabilities and commercial execution; and capital deployment.
Joakim Weidemanis 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 talent development, succession planning, associate diversity representation and other human resources -related metrics, on-time delivery and manufacturing quality; and qualitative goals relating to strategic initiatives; the Company’s digital capabilities and execution; and capital deployment.
Angela S. Lalor Senior Vice President	115%	Consisted of quantitative goals relating to talent development, succession planning, associate diversity representation, associate engagement and retention; and qualitative goals relating to strengthening the Company’s leadership organization, employment branding and diversity and inclusion capabilities; enhancing engagement and retention; and strengthening the Company’s human resources organization.

DETERMINING TARGET BONUS PERCENTAGE

In determining the target bonus percentage for each NEO, the Committee considered the relative complexity and importance of the executive’s position and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. With respect to Mr. Blair in particular, although the Committee did not target the performance-based portion of the CEO’s annual cash compensation at any particular percentage of total annual cash compensation, the Committee strategically set the base salary at a level lower, and target annual bonus opportunity at a level higher, than typical among the Company’s peer companies to help ensure that the CEO’s annual cash compensation is highly performance-based.

DETERMINING PERSONAL PAYOUT PERCENTAGE

Following the end of 2021, the Committee used its judgment and determined for each NEO a Personal Payout Percentage between 0% and 200%. The Committee believes that its ability to exercise discretion in connection with the annual executive cash incentive compensation awards is an important element in reaching balanced compensation decisions that are consistent with our strategy and reward both current year performance and sustained long-term value creation. The Committee’s ability to exercise discretion:

• helps mitigate the risks associated with a rigid and strictly formulaic compensation program, which could unintentionally create incentives for our executives to focus only on certain performance metrics or encourage imprudent risk taking;

• gives the Committee flexibility to address changes in economic conditions and our operating environment; and

• allows the Committee to adjust compensation based on factors that would not be appropriately reflected by a strictly formulaic approach focused solely on Company performance, such as championing Danaher’s culture and values and recognition of individual performance levels.

Without assigning any particular weight to any individual factor, the Committee took into account the executive’s execution against their personal performance objectives for the year, the executive’s performance with respect to each of the Company’s five “Leadership Anchors” (which are a set of standards and behaviors that Danaher associates are expected to aspire to

    2022 PROXY STATEMENT    46

and are assessed against), the executive’s overall performance for the year, the size of the Company Payout Percentage for the year, and the amount of annual cash incentive compensation that peer companies typically pay to executives serving in comparable roles. Without limiting the foregoing, with respect to the executive officer team’s 2021 performance as a whole the Committee considered in particular the depth and comprehensiveness of support provided by Danaher to its workforce during the pandemic; the Company’s 2021 financial performance; and the Company’s proactiveness during the year in identifying and executing upon opportunities to invest in the Company’s future financial and competitive positioning. The average Personal Payout Percentage of the NEOs (other than Mr. Blair) was 151%.

The Company awarded Mr. Blair a Personal Payout Percentage of 160% for 2021, based primarily on his effective leadership during the pandemic; the Company’s strong financial and operational performance during his tenure; the Company’s progress toward its D+I representation objectives; his progress in further enhancing the Company’s innovation and strategy development processes and strategic direction; and the successful acquisition of Aldevron.

Company Payout Percentage

The Company Payout Percentage is formulaic, based on the Company’s 2021 performance against the Adjusted EPS, Free Cash Flow Ratio and Core Revenue Growth Including Cytiva 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 the Free Cash Flow Ratio to help validate the quality of the Company’s earnings, and Core Revenue Growth Including Cytiva to incentivize an appropriate balance between profitability and growth. The Company used “Core Revenue Growth Including Cytiva” (rather than core revenue growth) as the revenue-related performance metric in the 2021 performance formula because it was the primary revenue-related metric the Company used to measure its performance during 2021.

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 expressed as a percentage of target bonus. The payout percentage was 0% for below-threshold performance, 50% for threshold performance, 100% for target performance and 200% for performance that equaled or exceeded the maximum. 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 require a high (but achievable) level of Company performance, while requiring what it believed would be outstanding performance to achieve the maximum payout level.

Following the end of 2021, the Company Payout Percentage was calculated as follows:

    2022 PROXY STATEMENT    47

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 2021 annual cash incentive compensation awards for each of the NEOs are set forth in the Summary Compensation Table.

Base Salaries

The Committee typically reviews base salaries for executive officers in February of each year and in connection with promotions and new hires. In February 2021, the Committee subjectively determined 2021 base salaries for the NEOs. Without giving specific weight to any particular factor, in each case the Committee used the officer’s prior 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. Danaher’s Senior Leader Severance Pay Plan, which each of the NEOs participates in, provides for severance payments under certain circumstances. Mr. Blair’s Proprietary Interest Agreement entitles him to certain additional cash payments if the Company terminates his employment without cause, and the agreement entered into with Ms. Lalor in connection with her hiring entitles her to enhanced severance payments under the Senior Leader Severance Pay Plan. 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. There is no change-in-control provision in the Senior Leader Severance Pay Plan or in any NEO employment agreement.

EDIP, ECP and DCP

As discussed in more detail under “Summary of Employment Agreements and Plans – Supplemental Retirement Program,” each NEO (1) participates in either the Amended and Restated Executive Deferred Incentive Program (“EDIP”), or the Excess Contribution Program (“ECP”), and (2) is eligible to participate in the voluntary Deferred Compensation Plan (“DCP”):

• The EDIP and ECP are each non-qualified, unfunded excess contribution programs available to selected members of our management. We use these programs to tax-effectively contribute amounts to executives’ and other participants’ retirement accounts and provide an opportunity to realize tax-deferred, market-based notional investment growth on these contributions.

• The DCP allows each participant to voluntarily defer, on a pre-tax basis, up to 85% of their salary and/or up to 85% of their non-equity annual incentive compensation with respect to a given plan year. The DCP gives our executives and other participants an opportunity to defer taxes on cash compensation and realize tax-deferred, market-based notional investment growth on their deferrals.

Other Benefits and Perquisites

All of our executives are eligible to participate in our U.S. 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).

    2022 PROXY STATEMENT    48

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 businesses and 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. The Committee periodically reviews the companies included in the peer group to ensure that the peer group remains appropriate.

Executive Compensation Peer Group 

The Company’s peer group (for purposes of all 2021 executive compensation decisions) consisted of the companies set forth below:

3M Company	Biogen Inc.	Johnson & Johnson
Abbott Laboratories	Boston Scientific Corporation	Medtronic Inc.
Amgen Inc.	Ecolab Inc.	Roper Corporation
Baxter International, Inc.	Honeywell International Inc.	Stryker Corporation
Becton Dickinson & Co.	Illinois Tool Works Inc.	Thermo Fisher Scientific 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 September 15, 2021), market capitalization (as of September 15, 2021) and employee headcount (based on each company’s most recent fiscal year end as of September 15, 2021), in each case derived from the Standard & Poor’s Capital IQ database.

($ IN MILLIONS, EXCEPT NUMBER OF EMPLOYEES)	Revenue	Market Capitalization	Net Income (From continuing operations excluding extraordinary items)	Total Assets	Employees
75th percentile	$34,347	$165,115	$5,832	$65,822	92,500
Median	$19,897	$104,493	$2,670	$48,307	50,000
25th percentile	$12,164	$64,061	$1,492	$24,152	40,500
Danaher	$26,720	$232,203	$5,361	$78,027	68,000
DANAHER PERCENTILE RANK	59%	93%	68%	88%	56%

The peer group compensation data that the Committee reviewed in 2021 in connection with its named executive officer compensation decisions estimated the 25^th, median and 75^th 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.

    2022 PROXY STATEMENT    49

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.

• 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. As noted above, the market for executive-level talent is highly competitive. We also 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. 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.”

Other Compensation Policies and Information

Long-Term Incentive Compensation Grant Practices

Equity awards are granted under Danaher’s Omnibus Plan, which is described in “Summary of Employment Agreements and Plans – 2007 Omnibus Incentive Plan.” Executive equity awards are typically granted as of one of the Company’s four, standardized grant dates during the year, and may also be granted at the time of an executive hire or promotion or upon identification of a specific retention concern. The grant date is either the date of grant approval or a specified date subsequent to the approval date. 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 executive officers 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, as applicable, has been translated into a target number of PSUs or RSUs, as applicable, based on fair market value. Prior to 2021, the target dollar value attributable to stock options was translated into a number of stock options based on a modified Black Scholes calculation that utilized a multi-day average closing price and an assumed ten-year term. Beginning with the equity awards granted in February 2021, the modified Black Scholes value was replaced with the actual Black Scholes value used in the Company’s financial statements with respect to the particular grant. 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 the valuation methodologies used in 2019 and 2020 are not the same as the FASB ASC Topic 718 grant date fair value used for accounting purposes, in those years the equity award target dollar values are not identical to the equity award grant date fair values reflected in the Summary Compensation Table and other compensation tables.

    2022 PROXY STATEMENT    50

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 their 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 their spouse or child has a direct or indirect interest •  Notional shares of Danaher stock in the EDIP, ECP 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 applicable ownership multiple, such number of shares then becomes the officer’s minimum ownership requirement (even if the officer’s salary increases or the fair market value of such shares subsequently changes) until the officer is promoted to a higher level. Each NEO was in compliance with the stock ownership requirements as of December 31, 2021.

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 the director or officer directly or indirectly owns and controls (other than shares pledged as of the date the policy was adopted), 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

Under our insider trading policy, Danaher directors and employees (including executive officers) are prohibited from engaging in short sales of Danaher Common Stock, transactions in any derivative of a Danaher security (including, but not limited to, buying or selling puts, calls or other options (except for instruments granted under a Danaher equity compensation plan)) or any other forms of hedging transactions with respect to Danaher securities.

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 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 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.

    2022 PROXY STATEMENT    51

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 each of the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as 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. 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 of Directors 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 of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee of the Board of Directors

Alan G. Spoon (Chair)
Teri List
Walter G. Lohr, Jr.

    2022 PROXY STATEMENT    52

COMPENSATION TABLES AND INFORMATION

2021 Summary Compensation Table

The following table sets forth the 2021 compensation of (i) our President and Chief Executive Officer, (ii) our Executive Vice President and Chief Financial Officer, and (iii) our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2021, known as our “named executive officers.”

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 ($)(4)		Total ($)
Rainer M. Blair		2021		1,200,000		0			5,124,383		6,260,494		4,128,000		0		439,390		17,152,267
President and CEO		2020		949,067		0			3,616,939		2,968,651		2,519,339		0		342,765		10,396,761
		2019		840,000		0			2,565,951		2,053,766		1,589,700		0		129,232		7,178,649
Matthew R. McGrew,		2021		798,600		0			1,537,702		1,877,996		1,697,025		0		188,184		6,099,507
Executive Vice President and CFO		2020		726,000		0			1,637,982		1,435,173		1,564,530		0		166,358		5,530,043
		2019		660,000		0			1,483,078		1,186,634		1,103,586		0		152,646		4,585,944
Jennifer L. Honeycutt,
Executive Vice President		2021		750,000		0			1,313,474		1,603,093		1,537,500		0		155,641		5,359,708
Joakim Weidemanis,		2021		936,000					2,049,947		2,504,501		1,965,600		0		157,966		7,614,014
Executive Vice President		2020		881,560		0			5,065,095		4,551,242		1,917,000		0		138,301		12,553,198
		2019		759,000		0			2,280,985		1,825,639		1,379,483		0		119,872		6,364,979
Angela S. Lalor,		2021		763,515		800,000	(5)		1,168,499		1,427,672		1,510,232		0		156,995		5,826,913
Senior Vice President-Human Resources		2020		727,157		800,000	(5)		1,276,951		1,118,710		1,458,386		0		121,041		5,502,245

(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 and/or DCP with respect to each of the years reported above:

	Amount of Salary Deferred Into EDIP/DCP ($)			Amount of Non-Equity Incentive Compensation Deferred Into EDIP/DCP ($)
Name of Officer	2021	2020	2019	2021	2020	2019
Rainer M. Blair	–	–	–	–	–	–
Matthew R. McGrew	–	–	–	–	–	–
Jennifer L. Honeycutt	59,915	N/A	N/A	768,750	N/A	N/A
Joakim Weidemanis	–	–	–	–	383,400	275,897
Angela S. Lalor	–	37,692	N/A	–	72,919	N/A

    2022 PROXY STATEMENT    53

(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
Blair, McGrew, Honeycutt, Weidemanis, Lalor	February 24, 2021	1.08%	31.39%	0.38%	7.5 years
Blair, Weidemanis	May 15, 2020	0.54%	30.49%	0.44%	8.0 years
Blair, McGrew, Weidemanis, Lalor	February 24, 2020	1.33%	23.09%	0.46%	8.0 years
Blair, McGrew, Weidemanis	February 24, 2019	2.58%	19.88%	0.56%	8.0 years

• All stock awards reflected in the table above were granted in the form of performance stock units (PSUs), except that Mr. Weidemanis’ May 2020 incremental stock award was granted in the form of time-vesting restricted stock units (RSUs). With respect to RSUs, 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 PSUs, 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 are considered a “market condition,” footnote disclosure of the award’s potential maximum value is not required): 

		Monte Carlo Simulation				Illiquidity discount
Name of Officer	Date of Grant	Danaher’s expected volatility	Average volatility of peer group	Risk-free interest rate	Dividend yield	Danaher’s expected volatility	Risk-free interest rate	Dividend yield
Blair, McGrew, Honeycutt, Weidemanis, Lalor	February 24, 2021	26.20%	38.62%	0.22%	0%	27.76%	0.12%	0.38%
Blair	May 15, 2020	25.39%	36.96%	0.18%	0%	27.13%	0.16%	0.44%
Blair, McGrew, Weidemanis, Lalor	February 24, 2020	19.06%	25.27%	1.21%	0%	20.46%	1.26%	0.46%
Blair, McGrew, Weidemanis	February 24, 2019	16.97%	24.97%	2.45%	0%	17.02%	2.46%	0.56%

(3)

In 2021, the actuarial present value of Ms. Honeycutt’s accumulated benefit under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan (“Pension Plan”) declined by $650 compared to 2020. The material assumptions used in quantifying the present value of the accumulated benefit at each of December 31, 2020 and December 31, 2021 are as follows: an interest crediting rate (applied from the plan measurement date until normal retirement age) of 2.8% for the plan measurement date of December 31, 2020 and 2.9% for the plan measurement date of December 31, 2021; 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 16 to Danaher’s consolidated financial statements included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2021. Ms. Honeycutt is the only named executive officer with a balance in the Cash Balance Plan. We do not provide any above-market or preferential earnings on compensation that is deferred by any NEO.

(4)

The following table describes the elements of compensation included in “All Other Compensation” for 2021:

Name	Company 401(k) Contributions ($)	Company EDIP/ECP Contributions ($)	Other ($)		Total 2021 All Other Compensation ($)
Rainer M. Blair	20,346	264,000	155,044	(a)	439,390
Matthew R. McGrew	20,346	98,010	69,828	(b)	188,184
Jennifer L. Honeycutt	20,346	119,175	16,120	(c)	155,641
Joakim Weidemanis	20,346	121,500	16,120	(c)	157,966
Angela S. Lalor	20,346	116,821	19,828	(d)	156,995

(a)	Includes $125,000 relating to personal use of the Company’s aircraft, plus amounts related to tax preparation/professional services, tickets to entertainment events and parking expenses. 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 fleet is maintained 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. Blair’s perquisite allowance for personal use of the Company aircraft is limited to $125,000 annually and Mr. Blair 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 tax preparation/professional services and parking expenses. 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. Mr. McGrew’s perquisite allowance for personal use of the Company aircraft is limited to $50,000 annually and Mr. McGrew is required to reimburse the Company for any personal use of the aircraft in a particular year in excess of $50,000.
(c)	Consists of amounts related to tax preparation/professional services.
(d)	Consists of amounts related to tax preparation/professional services and parking expenses.

(5) Represents a fixed retention bonus payable to Ms. Lalor pursuant to the terms of the agreement she entered into with the Company in connection with her hiring in 2012. For more information please see “Summary of Employment Agreements and Plans – Lalor Agreement.”

    2022 PROXY STATEMENT    54

Grants of Plan-Based Awards for Fiscal 2021

The following table sets forth certain information regarding grants of plan-based awards to each of our named executive officers in 2021.

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards(2)

All other Option Awards:

Grant Date Fair

Name

Grant Date

Committee Approval Date

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Number of Securities Underlying Options (#)(2)

Exercise or Base Price of Option Awards ($/Share)

Value of stock And Option Awards ($)(3)

Rainer M. Blair

Annual cash incentive compensation

5/1/2021

5/1/2021

1,200,000

2,400,000

4,800,000

–

–

–

–

–

–

Stock options(4)

2/24/2021

2/23/2021

–

–

–

–

–

–

82,440

223.00

6,260,494

Performance stock units(5)

2/24/2021

2/23/2021

–

–

–

6,628

26,510

53,020

–

–

5,124,383

Matthew R. McGrew

Annual cash incentive compensation

5/1/2021

5/1/2021

499,125

998,250

1,996,500

–

–

–

–

–

–

Stock options(4)

2/24/2021

2/23/2021

–

–

–

–

–

–

24,730

223.00

1,877,996

Performance stock units(5)

2/24/2021

2/23/2021

–

–

–

1,989

7,955

15,910

–

–

1,537,702

Jennifer L. Honeycutt

Annual cash incentive compensation

5/1/2021

5/1/2021

468,750

937,500

1,875,000

–

–

–

–

–

–

Stock options(4)

2/24/2021

2/23/2021

–

–

–

–

–

–

17,810

223.00

1,352,491

Stock options(4)

2/24/2021

2/23/2021

–

–

–

–

–

–

3,300

223.00

250,602

Performance stock units(5)

2/24/2021

2/23/2021

–

–

–

1,699

6,795

13,590

–

–

1,313,474

Joakim Weidemanis

Annual cash incentive compensation

5/1/2021

5/1/2021

585,000

1,170,000

2,340,000

–

–

–

–

–

–

Stock options(5)

2/24/2021

2/23/2021

–

–

–

–

–

–

32,980

223.00

2,504,501

Performance stock units(5)

2/24/2021

2/23/2021

–

–

–

2,652

10,605

21,210

–

–

2,049,947

Angela S. Lalor

Annual cash incentive compensation

5/1/2021

5/1/2021

439,021

878,042

1,756,084

–

–

–

–

–

–

Stock options(6)

2/24/2021

2/23/2021

–

–

–

–

–

–

18,800

223.00

1,427,672

Performance stock units(5)

2/24/2021

2/23/2021

–

–

–

1,512

6,045

12,090

–

–

1,168,499

(1)	These columns relate to 2021 cash award opportunities under the Omnibus Plan. Please see “Summary of Employment Agreements and Plans – 2007 Omnibus Incentive Plan” for a description of such plan. The amounts actually paid pursuant to these 2021 award opportunities are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
(2)	These columns relate to equity awards granted under the Omnibus Plan, the terms of which apply to all of the equity awards described in this table.
(3)	Reflects the grant date fair value calculated in accordance with FASB ASC Topic 718. For the assumptions used in determining the grant date fair value under FASB ASC Topic 718, please see Footnote 2 to the Summary Compensation Table.
(4)	For a description of the vesting terms of the award, please see Footnote 3 to the Outstanding Equity Awards at 2021 Fiscal Year-End Table.
(5)	For a description of the vesting terms of the award, please see Footnote 5 to the Outstanding Equity Awards at 2021 Fiscal Year-End Table.
(6)	For a description of the vesting terms of the award, please see Footnote 4 to the Outstanding Equity Awards at 2021 Fiscal Year-End Table.

    2022 PROXY STATEMENT    55

Outstanding Equity Awards at 2021 Fiscal Year-End

The following table summarizes outstanding equity awards for each named executive officer as of December 31, 2021. All of the awards set forth in the table below are governed by the terms and conditions of the Omnibus Plan.

Option Awards

Stock Awards

Name

Grant Date

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable(1)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)(1)

Market Value of Shares or Units of Stock That Have Not Vested ($)(2)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)

Rainer M. Blair

2/24/2021

–

82,440

(3)

223.00

2/24/2031

–

–

–

–

5/15/2020

–

17,710

(3)

163.85

5/15/2030

–

–

–

–

2/24/2020

–

47,510

(3)

156.82

2/24/2030

–

–

–

–

2/24/2019

–

66,080

(3)

113.48

2/24/2029

–

–

–

–

2/24/2018

–

46,330

(3)

99.33

2/24/2028

–

–

–

–

2/24/2017

26,655

26,655

(3)

86.08

2/24/2027

–

–

–

–

2/24/2016

35,067

–

65.95

2/24/2026

–

–

–

–

11/15/2015

21,447

–

70.75

11/15/2025

–

–

–

–

2/24/2015

19,345

–

65.83

2/24/2025

–

–

–

–

2/24/2021

–

–

–

–

–

–

53,020

(5)

17,488,647

5/15/2020

–

–

–

–

–

–

12,750

(5)

4,212,473

2/24/2020

–

–

–

–

–

–

29,460

(5)

9,738,592

2/24/2019

–

–

–

–

–

–

40,970

(6)

13,571,313

2/24/2018

–

–

–

–

7,645

(7)

2,515,281

–

–

2/24/2017

–

–

–

–

3,733

(7)

1,228,194

–

–

Matthew R. McGrew

2/24/2021

–

24,730

(3)

223.00

2/24/2031

–

–

–

–

2/24/2020

–

33,650

(3)

156.82

2/24/2030

–

–

–

–

2/24/2019

–

38,180

(3)

113.48

2/24/2029

–

–

–

–

2/24/2018

18,534

12,356

(8)

99.33

2/24/2028

–

–

–

–

2/24/2017

11,088

2,772

(8)

86.08

2/24/2027

–

–

–

–

11/15/2015

42,882

–

70.75

11/15/2025

–

–

–

–

2/24/2015

8,211

–

65.83

2/24/2025

–

–

–

–

5/15/2014

11,213

–

56.70

5/15/2024

–

–

–

–

2/24/2014

7,722

–

57.90

2/24/2024

–

–

–

–

2/24/2021

–

–

–

–

–

–

15,910

(5)

5,247,914

2/24/2020

–

–

–

–

–

20,870

(5)

6,898,996

2/24/2019

–

–

–

–

–

23,680

(6)

7,844,000

2/24/2018

–

–

–

4,078

(9)

1,341,703

–

–

2/24/2017

–

–

–

777

(9)

255,641

–

–

    2022 PROXY STATEMENT    56

Option Awards

Stock Awards

Name

Grant Date

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable(1)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)(1)

Market Value of Shares or Units of Stock That Have Not Vested ($)(2)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)

Jennifer L. Honeycutt

2/24/2021

–

3,300

(4)

223.00

2/24/2031

–

–

–

–

2/24/2021

–

17,810

(3)

223.00

2/24/2031

–

–

–

–

7/15/2020

–

12,050

(4)

188.34

7/15/2030

–

–

–

–

2/24/2020

–

12,870

(4)

156.82

2/24/2030

–

–

–

–

5/15/2019

–

3,710

(4)

131.05

5/15/2029

–

–

–

–

2/24/2019

5,288

7,932

(8)

113.48

2/24/2029

–

–

–

–

2/24/2018

6,954

4,636

(8)

99.33

2/24/2028

–

–

–

–

2/24/2017

8,536

2,134

(8)

86.08

2/24/2027

–

–

–

–

11/15/2016

3,860

–

79.63

11/15/2026

–

–

–

–

2/24/2016

9,361

–

65.95

2/24/2026

–

–

–

–

2/24/2015

8,211

–

65.83

2/24/2025

–

–

–

–

2/24/2021

–

–

–

–

–

–

13,590

(5)

4,482,662

7/15/2020

–

–

–

–

–

–

8,440

(5)

2,786,972

2/24/2020

–

–

–

–

–

–

7,980

(5)

2,637,949

5/15/2019

–

–

–

–

1,150

(10)

378,362

–

–

2/24/2019

–

–

–

–

2,460

(9)

809,365

–

–

2/24/2018

–

–

–

–

1,530

(9)

503,385

–

–

2/24/2017

–

–

–

–

598

(9)

196,748

–

–

Joakim Weidemanis

2/24/2021

–

32,980

(3)

223.00

2/24/2031

–

–

–

–

5/15/2020

–

51,420

(4)

163.85

5/15/2030

–

–

–

–

2/24/2020

–

42,560

(3)

156.82

2/24/2030

–

–

–

–

2/24/2019

–

58,740

(3)

113.48

2/24/2029

–

–

–

–

2/24/2018

–

40,150

(3)

99.33

2/24/2028

–

–

–

–

2/24/2017

28,433

14,217

(4)

86.08

2/24/2027

–

–

–

–

11/15/2016

38,510

–

79.63

11/15/2026

–

–

–

–

2/24/2016

11,689

–

65.95

2/24/2026

–

–

–

–

2/24/2016

35,067

–

65.95

2/24/2026

–

–

–

–

2/24/2015

19,927

–

65.83

2/24/2025

–

–

–

–

5/15/2014

22,439

–

56.70

5/15/2024

–

–

–

–

2/24/2014

16,542

–

57.90

2/24/2024

–

–

–

–

2/21/2013

9,573

–

46.13

2/21/2023

–

–

–

–

2/21/2013

10,935

–

46.13

2/21/2023

–

–

–

–

2/24/2021

–

–

–

–

–

–

21,210

(5)

6,996,119

2/24/2020

–

–

–

–

–

–

26,390

(5)

8,723,742

2/24/2019

–

–

–

–

–

–

36,420

(6)

12,064,125

5/15/2020

–

–

–

–

18,515

(10)

6,091,620

–

–

2/24/2018

–

–

–

–

6,625

(7)

2,179,691

–

–

2/24/2017

–

–

–

–

1,992

(11)

655,388

–

–

    2022 PROXY STATEMENT    57

Option Awards

Stock Awards

Name

Grant Date

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable(1)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)(1)

Market Value of Shares or Units of Stock That Have Not Vested ($)(2)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)

Angela S. Lalor

2/24/2021

–

18,800

(4)

223.00

2/24/2031

–

–

–

–

2/24/2020

–

26,230

(4)

156.82

2/24/2030

��

–

–

–

–

2/24/2019

–

36,720

(4)

113.48

2/24/2029

–

–

–

–

2/24/2018

12,356

24,714

(4)

99.33

2/24/2028

–

–

–

–

2/24/2017

29,853

14,927

(4)

86.08

2/24/2027

–

–

–

–

2/24/2016

42,075

–

65.95

2/24/2026

–

–

–

–

2/24/2021

–

–

–

–

–

–

12,090

(5)

3,987,887

2/24/2020

–

–

–

–

–

–

16,270

(5)

5,378,374

2/24/2019

–

–

–

–

–

–

22,770

(6)

7,542,563

2/24/2018

–

–

–

–

4,077

(11)

1,341,374

–

–

2/24/2017

–

–

–

–

2,090

(11)

687,631

–

–

(1)	With respect to the unexercisable options and unvested PSUs and RSUs reflected in the table above, the footnotes below describe the vesting terms applicable to the entire award of which such options, PSUs or RSUs are a part.
(2)	Market value is calculated based on (a) the closing price of Danaher’s Common Stock on December 31, 2021 as reported on the NYSE ($329.01 per share) times the number of shares, plus (b) in the case of PSUs, the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2021.
(3)	The option award was granted subject to time-based vesting conditions such that one-half of the award became or becomes exercisable on each of the fourth and fifth anniversaries of the grant date.
(4)	The option award was granted subject to time-based vesting conditions such that one-third of the award became or becomes exercisable on each of the third, fourth and fifth anniversaries of the grant date.
(5)	The number of shares of Common Stock that vest pursuant to the PSU award is based on the Company’s total shareholder return (TSR) ranking relative to the S&P 500 Index over an approximately three-year performance period. Payout at 100% of the target level requires that the Company achieve above-median performance and rank at the 55th percentile of the S&P 500 Index, while the PSUs pay out at 200% for performance that equals or exceeds the 75th percentile, 50% for performance at the 35th percentile and zero percent for performance below the 35th percentile. The payout percentages for performance between the performance levels are determined by linear interpolation. The Company’s three-year average ROIC beginning with the year of grant, compared to the Company’s ROIC for the immediately preceding year (the “baseline year”), can increase or decrease the number of shares that would otherwise vest by 10% (but cannot cause the payout percentage to exceed 200%). Notwithstanding the above, if the Company’s absolute TSR performance for the period is negative a maximum of 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. 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. For purposes of this table, with respect to the PSUs granted in 2020 and 2021, the number of PSU shares and payout value reported in the table reflect maximum-level performance; the 2019 PSUs are addressed separately in Footnote 6 below.
(6)	The number of shares and market value reported in the table reflect actual performance, since the three-year performance period for these PSU awards has concluded. These PSU awards were subject to the performance criteria set forth in Footnote 5, vested when the Company’s Compensation Committee certified the level of performance achieved, and remain subject to a holding period that concludes on the fifth anniversary of the commencement of the applicable performance period.
(7)	The RSU award was granted subject to both time-based and performance-based vesting conditions and prior to December 31, 2021, Danaher’s Compensation Committee certified that the performance-based vesting conditions applicable to the award have been satisfied. Pursuant to the time-based vesting conditions, one-half of the award vests or vested on each of the fourth and fifth anniversaries of the grant date.
(8)	The option award was granted subject to time-based vesting conditions such that one-fifth of the award became or becomes exercisable on each of the first five anniversaries of the grant date.
(9)	The RSU award was granted subject to time-based vesting conditions such that one-fifth of the award vests or vested on each of the first five anniversaries of the grant date.
(10)	The RSU award was granted subject to time-based vesting conditions such that one-third of the award vests or vested on each of the third, fourth and fifth anniversaries of the grant date.
(11)	The RSU award was granted subject to both time-based and performance-based vesting conditions and prior to December 31, 2021, Danaher’s Compensation Committee certified that the performance-based vesting conditions applicable to the award have been satisfied. Pursuant to the time-based vesting conditions, one-third of the award vests or vested on each of the third, fourth and  fifth anniversaries of the grant date.

    2022 PROXY STATEMENT    58

Option Exercises and Stock Vested During Fiscal 2021

The following table summarizes stock option exercises and the vesting of stock awards with respect to our named executive officers in 2021.

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise(#)	Value Realized on Exercise($)(1)	Number of Shares Acquired on Vesting(#)(2)	Value Realized on Vesting($)(2)
Rainer M. Blair	0	0	22,879	5,143,759
Matthew R. McGrew	12,310	3,043,922	2,816	627,968
Jennifer L. Honeycutt	0	0	3,054	700,595
Joakim Weidemanis	9,467	2,354,758	24,624	5,852,218
Angela S. Lalor	37,513	9,797,270	18,671	4,197,021

(1)

Calculated by multiplying the number of shares acquired times the difference between the exercise price and the market price of Danaher Common Stock at the time of exercise.

(2)

Includes the PSU award shares set forth in the table below, which (together with the related cash dividend equivalent rights) following vesting remain subject to a mandatory holding period that extends until the end of 2022. “Value Realized on Vesting” is calculated based on (a) the number of shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day), plus (b) in the case of PSUs, the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of the vesting date.

	Number of PSU	Value Realized
Name	Shares That Vested(#)	on Vesting($)
Rainer M. Blair	15,290	3,451,412
Matthew R. McGrew	0	0
Jenifer L. Honeycutt	0	0
Joakim Weidemanis	13,250	2,990,923
Angela S. Lalor	12,230	2,760,678

Potential Payments Upon Termination or Change-of-Control as of 2021 Fiscal Year-End

The following table describes the payments and benefits that each named executive officer would be entitled to receive upon termination of employment or in connection with a change-of-control of Danaher. The amounts set forth below assume that the triggering event occurred on December 31, 2021. Where benefits are based on the market value of Danaher’s Common Stock, we have used the closing price of Danaher’s Common Stock as reported on the NYSE on December 31, 2021 ($329.01 per share). In addition to the amounts set forth below, upon any termination of employment each officer would also be entitled to:

• receive all payments generally provided to salaried employees on a non-discriminatory basis upon termination, such as accrued salary, life insurance proceeds (for any termination caused by death), unused vacation and 401(k) Plan distributions;

• potentially receive an annual cash incentive compensation award pursuant to the Omnibus Plan, since under the terms of the award a participant who remains employed through the end of the annual performance period is eligible for an award under the plan;

• receive accrued, vested balances under the EDIP, ECP, DCP and the Cash Balance Plan, if applicable (provided that under the EDIP and the ECP, if the administrator determines that the circumstances of a participant’s termination constitute gross misconduct, the administrator may determine that the participant’s vesting percentage is as low as zero with respect to all balances that were contributed by Danaher); and

• exercise vested stock options (provided that under the terms of the 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). The terms of the Cash Balance Plan, EDIP, ECP, DCP and Omnibus Plan are described under “Summary of Employment Agreements and Plans.”

    2022 PROXY STATEMENT    59

		Termination/Change-of-Control Event(1)
Named Executive		Termination
Officer	Benefit	Without Cause($)		Retirement($)		Death($)(2)
Rainer M. Blair	Accelerated or continued vesting of stock options(3)		–		31,519,477		51,203,791
	Accelerated or continued vesting of RSUs/PSUs(3)		–		32,126,456		24,628,664
	Benefits continuation(4)		19,455		–		–
	Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan(4)		6,000,000		–		–
	TOTAL:		6,019,455		63,645,933		75,832,455
Matthew R. McGrew	Accelerated or continued vesting of stock options		–		–		20,156,084
	Accelerated or continued vesting of RSUs/PSUs		–		–		12,481,974
	Benefits continuation(4)		22,371		–		–
	Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan(4)		798,600		–		–
	Value of unvested EDIP balance that would be accelerated(5)		–		–		858,093
	TOTAL:		820,971		–		33,496,151
Jennifer L. Honeycutt	Accelerated or continued vesting of stock options		–		–		10,176,255
	Accelerated or continued vesting of RSUs/PSUs		–		–		4,136,201
	Benefits continuation(4)		21,778		–		–
	Cash payments under Senior Leader Severance Pay Plan(4)		750,000		–		–
	TOTAL:		771,778		–		14,312,456
Joakim Weidemanis	Accelerated or continued vesting of stock options		–		–		44,652,763
	Accelerated or continued vesting of RSUs/PSUs		–		–		21,936,641
	Benefits continuation(4)		28,814		–		–
	Cash payments under Senior Leader Severance Pay Plan(4)		936,000		–		–
	Value of unvested EDIP balance that would be accelerated(5)		–		–		1,008,898
	TOTAL:		964,814		–		67,598,302
Angela S. Lalor	Accelerated or continued vesting of stock options		–		–		23,726,321
	Accelerated or continued vesting of RSUs/PSUs		–		–		11,895,320
	Benefits continuation(4)		22,641		–		–
	Cash payments under Proprietary Interest Agreement/Senior Leader Severance Pay Plan(4)		1,641,557		–		–
	Value of unvested ECP balance that would be accelerated(5)		–		–		162,231
	TOTAL:		1,664,198		–		35,783,872

The values reflected in the table above and the footnotes below relating to the acceleration of stock options, RSUs and PSUs reflect the intrinsic value (that is, the value based on the price of Danaher’s Common Stock, and in the case of stock options minus the exercise price) of the options, RSUs and PSUs (with respect to PSUs, assuming (a) target-level performance in the case of death before the end of the relevant performance period, (b) actual performance in the case of death at the conclusion of the relevant performance period, and (c) in the case of retirement, termination without cause or change-of-control, assuming actual performance for the 2019 PSUs and maximum-level performance for the 2020 and 2021 PSUs) that would vest or would have vested as a result of the specified event of termination or change-of-control occurring as of December 31, 2021. The level of PSU performance assumed for purposes of this table is consistent with the methodology applied for purposes of the “Outstanding Equity Awards at 2021 Fiscal Year-End” table. With respect to PSUs, the values reflected in the table above and the footnotes below also include the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2021.

    2022 PROXY STATEMENT    60

(1)	For a description of the treatment upon a change-of-control of outstanding equity awards granted under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.” The tabular disclosure assumes that upon a change-of-control of Danaher (as defined in the Omnibus Plan), Danaher’s Board does not accelerate the vesting of any unvested RSUs, PSUs or stock options held by the named executive officers. If a change-of-control had occurred as of December 31, 2021 and Danaher’s Board had allowed all of the unvested RSUs, PSUs and stock options held by the named executive officers to accelerate (which would be entirely at the Board’s discretion), the intrinsic value of the stock options, RSUs and PSUs held by these officers that would have been accelerated would have been as follows (no tax reimbursement or gross-up payments would have been triggered by such accelerations): Stock options: Mr. Blair, $51,203,791; Mr. McGrew, $20,156,084; Ms. Honeycutt, $10,176,255; Mr. Weidemanis, $44,652,763; and Ms. Lalor, $23,726,321. RSUs and PSUs: Mr. Blair, $48,754,500; Mr. McGrew, $21,588,253; Ms. Honeycutt, $11,795,441; Mr. Weidemanis, $36,710,686; and Ms. Lalor, $18,937,828.
(2)	The terms of the Omnibus Plan provide for accelerated vesting of a participant’s stock options and a pro rata portion of a participant’s RSUs and PSUs (at target value) if the participant dies during employment. For a description of these provisions under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.”
(3)	If Mr. Blair had retired as of December 31, 2021, he would have qualified for “early retirement” treatment under the terms of the Omnibus Plan, which provides for, among other terms, continued vesting of certain of the participant’s stock options, RSUs and PSUs (based on the actual performance level achieved) following early retirement. For a description of these provisions under the Omnibus Plan, please see “Summary of Employment Agreements and Plans.”
(4)	Please see “Summary of Employment Agreements and Plans” for a description of the respective benefits and cash payments each officer would be entitled to if Danaher terminates the officer’s employment without cause, as well as a description of the post-employment restrictive covenant obligations of each officer. The amounts set forth in the table assume that the officer would have executed Danaher’s standard release in connection with any termination without cause.
(5)	Under the terms of the EDIP and ECP, upon a participant’s death the unvested portion of the Company contributions that have been credited to the participant’s account would immediately vest.

    2022 PROXY STATEMENT    61

2021 Nonqualified Deferred Compensation

The table below sets forth for each named executive officer information regarding (1) participation in the EDIP and the ECP, as applicable, (2) participation in the DCP (if any) and (3) PSUs that vested in 2021 and remain subject to a mandatory holding period that extends until the end of 2022. There were no withdrawals by or distributions to any of the named executive officers from the EDIP, ECP or DCP in 2021. For a description of the EDIP, ECP and DCP, please see “Summary of Employment Agreements and Plans – Supplemental Retirement Program”; for a description of the PSUs, please see “Compensation Discussion and Analysis – Analysis of 2021 Named Executive Officer Compensation – Long-Term Incentive Awards.”

		Executive	Registrant	Aggregate	Aggregate
		Contributions	Contributions	Earnings	Balance
Name	Plan Name	In Last FY($)(1)	In Last FY($)(2)	In Last FY($)(3)	At Last FYE($)(4)
Rainer M. Blair	EDIP	–	264,000	1,004,254	3,073,443
	Vested PSUs(5)	–	3,451,412	1,620,740	5,072,152
Matthew R. McGrew	EDIP	–	98,010	350,476	1,072,616
Jennifer L. Honeycutt	EDIP	–	119,175	1,452,224	4,464,608
	DCP	59,915	–	42,143	388,794
Joakim Weidemanis	EDIP	–	121,500	1,374,273	5,406,183
	DCP	383,400	–	234,561	995,222
	Vested PSUs(5)	–	2,990,923	1,404,500	4,395,423
Angela S. Lalor	ECP	–	116,821	187,685	626,080
	EDIP	–	–	1,426,441	5,535,577
	DCP	72,919	–	25,785	256,347
	Vested PSUs(5)	–	2,760,678	1,296,380	4,057,058

(1)   Consists of contributions to the DCP of the following amounts reported in the Summary Compensation Table:

Name	2021 Salary (Reported in Summary Compensation Table for 2021)($)	Non-Equity Incentive Plan Compensation Earned With Respect to 2020 but Deferred in 2021 (Reported in Summary Compensation Table for 2020)($)
Rainer M. Blair	–	–
Matthew R. McGrew	–	–
Jennifer L. Honeycutt	59,915	–
Joakim Weidemanis	–	383,400
Angela S. Lalor	–	72,919

    2022 PROXY STATEMENT    62

(2)

The EDIP or ECP amounts set forth in this column (as applicable) are included as 2021 compensation under the “All Other Compensation” column in the 2021 Summary Compensation Table. The PSU amounts set forth in this column (including related cash dividend equivalent rights) are included in the “Stock Awards-Value Realized on Vesting” column in the “Option Exercises and Stock Vested During Fiscal 2021” table.

(3)

None of the amounts set forth in this column are included as compensation in the 2021 Summary Compensation Table. For a description of the EDIP/ECP/DCP earnings rates, please see “Summary of Employment Agreements and Plans.” The table below shows each notional earnings option that was available under the EDIP, ECP and/or DCP as of December 31, 2021 and the rate of return for each such option for the calendar year ended December 31, 2021 (the rate of return is net of investment management fees, fund expenses and administrative charges, as applicable):

Investment Option	Rate of Return from January 1, 2021 Through December 31, 2021 (%)	Investment Option	Rate of Return from January 1, 2021 Through December 31, 2021 (%)
BlackRock LifePath® Index 2025 Fund	8.99%	Small/Mid Cap Equity Index Fund	18.26%
BlackRock LifePath® Index 2030 Fund	11.46%	Large Cap Equity Index Fund	28.71%
BlackRock LifePath® Index 2035 Fund	13.79%	T. Rowe Price Large Cap Core Growth Separate Account	17.96%
BlackRock LifePath® Index 2040 Fund	15.96%	Active International Equity Fund	-0.70%
BlackRock LifePath® Index 2045 Fund	17.69%	Managed Income Portfolio II Class 3	1.37%
BlackRock LifePath® Index 2050 Fund	18.71%	The London Company Income Equity Separate Account	25.78%
BlackRock LifePath® Index 2055 Fund	18.85%	International Equity Index Fund	8.59%
BlackRock LifePath® Index 2060 Fund	18.85%	Bond Fund	-0.24%
BlackRock LifePath® Index Retirement Fund	7.00%	Bond Index Fund	-1.69%
The Danaher Corporation Stock Fund	47.48%	Active Small Cap Equity Fund	23.14%
Cohen & Steers Realty Shares Fund	42.61%	Diversified Real Return Fund	4.70%
BlackRock LifePath® Index 2065 Fund	18.82%

(4)

Of these balances, the following amounts were reported in the Summary Compensation Table for previous years: Mr. Blair, $471,900; Mr. McGrew, $241,436; Ms. Honeycutt, $179,090; Mr. Weidemanis, $968,402; and Ms. Lalor, $308,388.

(5)

Represents PSUs that vested in February 2021 but remain subject to a mandatory holding period that extends until the end of 2022. The dollar value reported under “Registrant Contributions in Last FY” is based on (a) the number of PSU shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day), plus (b) the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of the vesting date. The dollar value reported under “Aggregate Balance at Last FYE” is based on (x) the number of PSU shares vested times the closing price of Danaher’s Common Stock as reported on the NYSE on December 31, 2021, plus (y) the amount of cash dividend equivalent rights attached to the respective PSUs and accrued as of December 31, 2021. The dollar value reported under “Aggregate Earnings in Last FY” is equal to the difference between the award value as of December 31, 2021 and the award value as of respective vesting date.

2021 Pension Benefits

The table below shows as of December 31, 2021, the present value of accumulated benefits payable to Ms. Honeycutt under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Pension Plan (the “Cash Balance Plan”), which is the only defined benefit pension plan in which any of the named executive officers participates. The Cash Balance Plan is part of the Danaher Corporation & Subsidiaries Pension Plan, a funded pension plan qualified under Section 401(a) of the Internal Revenue Code (the “Code”). Prior to the inception of the Cash Balance Plan in 1997, Danaher made annual contributions to the defined contribution retirement plans of substantially all of its United States salaried employees, in an amount equal to 3% of the employee’s annual, eligible base salary. From 1997 through 2003, in lieu of these contributions, Danaher credited the same level of contributions to the Cash Balance Plan for each covered employee. As of December 31, 2003, the plan was frozen with respect to substantially all participants under the plan (including Ms. Honeycutt) and no further contributions will be made with respect to such participants under the plan. All accrued benefits under the plan for these participants became 100% vested as of such date. All account balances under the plan with respect to these participants (including Ms. Honeycutt) now increase each year at a rate equal to the annual rate of interest on 30-year Treasury securities for the month of November immediately preceding the applicable plan year. Upon termination of employment, a participant receives their vested accrued benefit in cash or as an annuity (based on the participant’s election).

    2022 PROXY STATEMENT    63

The material assumptions used in quantifying the present value of the accumulated benefit at December 31, 2021 are as follows: an interest crediting rate (applied from the plan measurement date until normal retirement age) of 2.9%; 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 16 to Danaher’s consolidated financial statements included in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2021. There were no payments made to any named executive officers under the Cash Balance Plan in 2021.

Name	Plan Name	Number of Years Credited Service(#)(1)	Present Value of Accumulated Benefits($)(2)
Rainer M. Blair	–	–	–
Matthew R. McGrew	–	–	–
Jennifer L. Honeycutt	Cash Balance Plan of Danaher Corporation & Subsidiaries Pension Plan	7.0	24,812
Joakim Weidemanis	–	–	–
Angela S. Lalor	–	–	–

(1)	Represents the number of years the named executive officer participated in the Cash Balance Plan before it was frozen in 2003 with respect to new Danaher contributions.
(2)	Calculated as of December 31, 2021, the pension plan measurement date used in Danaher’s financial statements as of and for the year ended December 31, 2021.

Equity Compensation Plan Information

All data set forth in the table below is as of December 31, 2021.

Plan Category(1)	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(b)(2)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))(c)
Equity compensation plans approved by security holders(3)	19,990,855(4)	127.29	51,714,449(5)
Equity compensation plans not approved by security holders(6)	58,168	–	1,936,787
TOTAL	20,049,023	127.29	53,651,236

(1)	Table does not include (a) 11,542 shares of Danaher Common Stock issuable pursuant to outstanding restricted stock units granted under the Pall Corporation 2012 Stock Compensation Plan, as amended (the “Pall Plan”), which Danaher assumed in connection with the acquisition of Pall Corporation in 2015, or (b) 33,823 shares of Danaher Common Stock issuable pursuant to outstanding stock options (which had a weighted average exercise price of $53.28 per share as of December 31, 2021) granted under the Cepheid 2006 Equity Incentive Plan, as amended and the Cepheid 2015 Equity Incentive Plan (collectively, the “Cepheid Plans”), which Danaher assumed in connection with the acquisition of Cepheid in 2016. No further awards may be granted under the Pall Plan or either of the Cepheid Plans.
(2)	The PSUs and RSUs that have been issued under our equity compensation plans (and under the Pall Plan and Cepheid Plans) do not require a payment by the recipient to us at the time of vesting. The phantom shares under the Non-Employee Directors’ Deferred Compensation Plan and the ECP (which are sub-plans under the Omnibus Plan) and the DCP at distribution are converted into shares of Danaher Common Stock and distributed to the participant at no additional cost. Under the EDIP, if a participant receives their distribution in shares of Danaher Common Stock, the participant’s balance is converted into shares of Danaher Common Stock and distributed to the participant at no additional cost. As such, the weighted-average exercise price in column (b) does not take these awards into account.
(3)	Consists of the Omnibus Plan (including the Non-Employee Directors’ Deferred Compensation Plan and the ECP) and the EDIP. With respect to PSUs that are outstanding under the Omnibus Plan, if the related performance criteria have not been certified as of the date of the table, this column reflects the maximum number of shares issuable pursuant to these awards; and if the performance criteria have been certified as of the date of the table, this column reflects the earned number of shares issuable pursuant to such awards.
(4)	Consists of 19,133,512 shares attributable to the Omnibus Plan and 857,343 shares attributable to the EDIP. Under the terms of the EDIP, upon distribution of a participant’s EDIP balance the participant may elect to receive their distribution in cash, shares of Danaher Common Stock or a combination of cash and shares of Danaher Common Stock (except that any portion of a participant’s account that is subject to the Danaher Common Stock earnings rate must be distributed in shares of Danaher Common Stock). For purposes of this table, we have assumed that all EDIP balances as of December 31, 2021 would be distributed in Danaher Common Stock.
(5)	Consists of 49,746,007 shares available for future issuance under the Omnibus Plan and 1,968,442 shares available for future issuance under the EDIP. See “Summary of Employment Agreements and Plans” for a description of the types of awards issuable under the Omnibus Plan.
(6)	Consists of the DCP; for a summary of the DCP, please see “Summary of Employment Agreements and Plans – Supplemental Retirement Program.” Under the terms of the DCP, any portion of a participant’s account that is subject to the Danaher Common Stock earnings rate must be distributed in shares of Danaher Common Stock (all other balances are distributed in cash).

    2022 PROXY STATEMENT    64

Pay Ratio Disclosure

Provided below is information about the relationship of the annual total compensation of Rainer M. Blair, our President and Chief Executive Officer, and the annual total compensation of the median of our employees other than Mr. Blair. The pay ratio set forth below is a reasonable estimate calculated in a manner consistent with applicable SEC rules. In light of the numerous different methodologies, assumptions, adjustments and estimates that companies may apply as permitted under the SEC rules, this information should not be used as a basis for comparison between different companies.

For 2021, our last completed fiscal year:

• the annual total compensation of Mr. Blair, as reported in the Summary Compensation Table presented elsewhere in this Proxy Statement, was $17,152,267;

• the annual total compensation of the median of all Danaher employees (other than Mr. Blair) was $66,203; and

• the ratio of the annual total compensation of Mr. Blair to the annual total compensation of the median of all other Company employees was 259 to 1.

For purposes of the 2021 CEO pay ratio set forth above, we used the same median employee identified with respect to our 2020 CEO pay ratio, as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure.

    2022 PROXY STATEMENT    65

SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS

Following is a description of (1) named executive officer employment-related agreements, and (2) the cash incentive compensation, equity compensation, non-qualified deferred compensation and severance pay plans in which Danaher’s named executive officers participate. Each of these plans allows the plan administrator to exercise certain discretion in the administration of the plan, and as a result the plan administrator may administer the plan in a different manner from period to period, or in a different manner with respect to different plan participants, in each case to the extent permitted under the applicable plan.

Employment Agreements

Named Executive Officer Proprietary Interest Agreements

In connection with Mr. Blair’s promotion to the role of President and CEO in 2020, Danaher and Mr. Blair entered into an Amended and Restated Agreement Regarding Competition and Protection of Proprietary Interests (the “Blair Agreement”). Under the Blair Agreement, during and for two years after Mr. Blair’s employment with us, subject to certain customary exceptions, he is prohibited from disclosing or improperly using any of our confidential information; making any disparaging comments about us; competing with us; selling to or soliciting purchases from our customers and prospective customers with respect to products and services about which he has particular knowledge; or hiring or soliciting any of our current or recent employees, and during and for one year after his employment with us he is prohibited from working for any Danaher customers or vendors in any role in which he would use or disclose or threaten to use or disclose any of our confidential information. In addition, with limited exceptions all intellectual property that Mr. Blair develops in connection with his employment with us belongs to us. The Blair Agreement further provides that if we terminate Mr. Blair’s employment without “cause” or if he terminates his employment for “good reason” (each as defined in the Blair Agreement), he will be entitled to (1) a cash amount equal to twelve months of base salary at the rate in effect on the date of termination (the “Termination Date,” and the year in which the Termination Date occurs is referred to as the “Termination Year”), (2) the annual cash incentive compensation award for service in the calendar year prior to the Termination Year, if it has not been paid prior to the Termination Date (the “Accrued Obligation”), (3) a cash amount equal to his target annual cash incentive compensation award for the Termination Year, and (4) a cash amount equal to the product of (x) his target annual cash incentive compensation award for the Termination Year, times (y) a fraction, the numerator of which is the number of calendar days from the beginning of the Termination Year through the Termination Date, and the denominator of which is 365; provided in each case he signs and does not revoke a release of all claims. Any cash severance payments paid under any other Danaher plan or agreement will diminish the severance payments under the Blair Agreement on a dollar-for-dollar basis (except for the Accrued Obligation).

We have also entered into an agreement with each of the other NEOs under which each such officer is subject to certain covenants designed to protect Danaher’s proprietary interests (each, a “Proprietary Interest Agreement”). Except for differences in the duration of certain restrictive covenants, the terms of such agreements are substantially the same. During and for specified periods after the officer’s employment with us, subject to certain customary exceptions, the officer is prohibited from disclosing or improperly using any of our confidential information; making any disparaging comments about us; competing with us; selling to or soliciting purchases from our customers and prospective customers with respect to products and services about which the officer has particular knowledge; or hiring or soliciting any of our current or recent employees. Each officer also agrees that with limited exceptions all intellectual property that the officer develops in connection with the officer’s employment with us belongs to us. Certain of the agreements also restrict interfering with our vendor relationships, and certain of the agreements prohibit the officer for a specified period of time from working for any Danaher customers or vendors in any role in which the officer would use or disclose or threaten to use or disclose any of our confidential information.

    2022 PROXY STATEMENT    66

Lalor Agreement

Danaher entered into a letter agreement with Ms. Lalor in 2012 in connection with her hiring as Danaher’s Senior Vice President-Human Resources. The provisions under the agreement remaining to be performed entitle Ms. Lalor to:

• a retention bonus of $2.4 million payable in three equal installments within 30 days of the eighth, ninth and tenth anniversaries of Ms. Lalor’s employment start date, respectively, subject in each case to continued employment and timely execution of a general release of claims in favor of the Company (installments of such bonus were paid in 2020 and 2021 and the last installment will be paid in 2022); and

• participate in the Company’s Senior Leaders Severance Pay Plan, provided that the amount of severance she is eligible for under such plan is equal to the product of (1) her annual base salary at the time of termination and (2) the sum of 100% plus her target annual bonus percentage under the Company’s annual cash incentive compensation plan as of the time of termination.

Directors’ and Officers’ Indemnification and Insurance

Danaher’s Certificate of Incorporation requires it to indemnify to the full extent authorized or permitted by law any person made, or threatened to be made a party to any action or proceeding by reason of their service as a director or officer of Danaher, or by reason of serving at Danaher’s request as a director or officer of any other entity, subject to certain exceptions. Danaher’s Bylaws provide for similar indemnification rights. In addition, each of Danaher Corporation’s directors and executive officers has executed an indemnification agreement with Danaher that provides for substantially similar indemnification rights and under which Danaher has agreed to pay expenses in advance of the final disposition of any such indemnifiable proceeding. Danaher also has in effect directors and officers liability insurance covering all of Danaher’s directors and officers.

2007 Omnibus Incentive Plan

The Compensation Committee of the Board of Directors of Danaher (the “Administrator”) administers the Omnibus Plan. The following awards may be granted under the Omnibus Plan: stock options, SARs, restricted stock, RSUs and other stock-based awards (including PSUs), as such terms are defined in the Omnibus Plan, as well as cash-based awards (collectively, all such awards are referred to as “awards”).

Award Limits

126,846,408 shares of Common Stock have been authorized for issuance under the Omnibus Plan (the “Maximum Share Limit”). Under the terms of the plan, (1) each share of Common Stock subject to a full value award and granted before February 28, 2017 counts against the Maximum Share Limit as one share of Common Stock, (2) each share of Common Stock subject to a full value award and granted after February 28, 2017 counts against the Maximum Share Limit as 3.56 shares of Common Stock, and (3) if after February 28, 2017 any full value award expires, is canceled, forfeited, cash-settled, exchanged or assumed by a third party or terminates for any other reason, in each case without a distribution of shares of Common Stock to the participant, each share of Common Stock available under that award is added back to the pool of shares available for grant as 3.56 shares of Common Stock. The plan caps the number of shares of Common Stock that may be awarded to any individual in any calendar year under options or SARs at 1,000,000 and under any other stock-based award at 500,000, provided that this cap is doubled in the initial year of hire. Cash-based awards under the plan are subject to an annual limit of $10 million (which amount is doubled in the initial year of hire) per employee participant. The plan also caps the annual cash and equity compensation (based on grant date fair value) that may be awarded to any individual, non-management director at $800,000 ($1,300,000 for any non-management Board chair or vice chair (or similar role)).

Prohibition on Share Recycling

The following shares of Common Stock do not again become available for awards or increase the number of shares available for grant under the plan: shares of Common Stock (1) tendered by the participant or withheld by the Company in payment of the purchase price of an option or SAR, (2) tendered by the participant or withheld by the Company to satisfy any tax withholding obligation under the plan, (3) repurchased by the Company with proceeds received from the exercise of an option, or (4) subject to a SAR that are not issued in connection with the stock settlement of that SAR upon its exercise.

    2022 PROXY STATEMENT    67

Minimum Vesting Requirement

All equity awards granted following the date of the Company’s 2017 annual meeting are subject to a minimum one-year vesting or performance requirement, except that (1) up to five percent (5%) of the Maximum Share Limit may be issued without regard to this minimum vesting period, (2) this minimum vesting period does not apply in the event of death, disability, retirement or other terminations of employment or service, and (3) the Administrator may waive the minimum vesting requirement in the event of a substantial corporate change.

Retirement and Other Terminations of Employment

Subject to certain terms and conditions set forth in the Omnibus Plan or the applicable award agreement (including the overall term of the award), in general:

• upon retiring after reaching age 65, (1) a participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date (or the tenth anniversary with respect to grants made on or after January 1, 2022), (2) any RSUs that are unvested as of the retirement date (and, for grants on or after January 1, 2022, held for at least six months prior to retirement) continue to vest according to their terms, (3) for PSUs granted prior to January 1, 2022, the participant receives a prorated portion of the shares actually earned based on the Company’s performance over the performance period, and (4) for PSUs granted on or after January 1, 2022 and held for at least six months prior to retirement, the participant receives the shares actually earned based on the Company’s performance over the performance period; and

• upon retiring after reaching age 55 and completing ten years of service with Danaher:

• with respect to grants on or after February 23, 2015 and prior to January 1, 2022, (1) a pro rata portion of the participant’s unvested options held for at least six months prior to retirement continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date, (2) a pro rata portion of any RSUs that are unvested as of the retirement date continue to vest according to their terms, and (3) with respect to PSUs, the participant receives a prorated portion of the shares actually earned based on the Company’s performance over the performance period.

• with respect to grants on or after January 1, 2022 and held for at least six months prior to retirement, (1) the participant’s unvested options continue to vest and, together with any options that are vested as of the retirement date, remain outstanding and (once vested) may be exercised until the fifth anniversary of the retirement date, (2) any RSUs that are unvested as of the retirement date continue to vest according to their terms, and (3) the participant receives the PSU shares actually earned based on the Company’s performance over the performance period.

Upon terminations of employment other than retirement (as defined under the Omnibus Plan), unless the Administrator determines otherwise any options or SARs that are vested as of a participant’s termination of employment (including any options or SARs the vesting of which accelerates as a result of the participant’s death) will remain exercisable until the earlier of the expiration of the award’s term or (1) 12 months after termination, if the termination results from the participant’s death or disability, (2) in the Administrator’s discretion, at the time of termination if the participant’s employment is terminated for gross misconduct, or (3) 90 days following the termination date, in all other non-retirement situations. If an award survives for any period of time following termination of employment, it will nonetheless terminate as of the date that the participant violates any post-employment covenant between Danaher and the participant. In addition, upon termination of a participant’s employment or service due to death, generally (1) all of the participant’s outstanding stock options granted under the Omnibus Plan become fully vested, (2) the vesting of a pro rata portion of the participant’s outstanding RSUs is accelerated as of the date of death, and (3) with respect to PSUs as to which the death occurs prior to conclusion of the performance period, the participant’s estate receives a pro rata portion of the target number of shares underlying the PSUs.

Recoupment

All awards granted under the Omnibus Plan are subject to the Company’s recoupment policy in the form approved by the administrator from time to time, if and to the extent the policy applies according to its terms, as well as any recoupment terms required by applicable law.

    2022 PROXY STATEMENT    68

Term of Plan

Unless the Board extends the plan’s term, the administrator may not grant awards under the plan after May 9, 2027.

Supplemental Retirement Program

Company Contributions

Danaher uses the Executive Deferred Incentive Program, or EDIP, and the Excess Contribution Program, or ECP (which is a sub-plan under the 2007 Omnibus Plan) to provide supplemental retirement benefits on a pre-tax basis in excess of qualified plan limitations to select management associates of Danaher and its subsidiaries (including each of the named executive officers, as applicable). Prior to January 1, 2019, the EDIP was the sole plan used by the Company to provide supplemental retirement benefits (and also served as a voluntary deferred compensation program). The ECP became effective as of January 1, 2019 and prior to such date, EDIP participants made a one-time election to either continue participating in the EDIP or participate in the ECP. All participants who join Danaher’s supplemental retirement program at or after January 1, 2019 receive Company contributions under the ECP. All amounts that Danaher contributes to a participant’s account in the EDIP and ECP are deemed invested on a notional basis in Danaher Common Stock. If termination of an employee’s participation in the EDIP or ECP resulted from the employee’s gross misconduct, the Administrator may reduce the employee’s vested interest with respect to all Danaher contributions to as low as zero percent.

EDIP

At the beginning of each plan year, Danaher credits to the account of each EDIP participant an amount equal to the product of (1) the sum of the participant’s base salary and target bonus as of the end of the prior year; and (2) a percentage determined by the Administrator that is based on the participant’s years of participation in the EDIP, namely 6% for employees who have participated in the EDIP for less than 10 years, 8% after 10 years of EDIP participation and 10% after 15 years of EDIP participation.

A participant vests in the amounts that Danaher credits to their EDIP account as follows:

• If the participant has both reached age 55 and completed at least five years of service with Danaher or its subsidiaries, the participant immediately vests 100% in each Danaher contribution.

• If the participant does not satisfy the conditions described under the preceding bullet, the participant’s vesting percentage is 10% for each full calendar year of participation in the EDIP (after the participant has first completed five years of participation in the EDIP).

• If a participant dies while employed by Danaher, their vesting percentage equals 100%.

ECP

Under the ECP, on or about February 1 after the applicable year of participation, Danaher credits to the account of each participant an excess matching contribution and excess non-elective contribution based on the formulas in the Company’s 401(k) plan for matching and non-elective contributions. As a result, each participant can receive the following contributions in the ECP:

• a matching contribution to the ECP equal to the sum of (a) 100% of the amount deferred into the Danaher Deferred Compensation Plan, or DCP for the year of participation, up to 3% of the greater of (1) the participant’s compensation that is deferred into the DCP or (2) the participant’s compensation above the IRS compensation limit for qualified retirement plans (“match compensation”), plus (b) 50% of the amount deferred into the DCP for the year of participation in excess of 3%, but not in excess of 5%, of the participant’s match compensation; and

• a non-elective contribution equal to 4% of the participant’s rate of base salary and target bonus amount as of December 31 prior to the year of participation in excess of the IRS compensation limit for qualified retirement plans.

A participant vests in the matching contribution in the ECP made each year on the first anniversary after it is credited to the participant’s account. A participant vests in the non-elective contribution in the ECP made each year on the later of the first anniversary after it is credited to the participant’s account, or the date the participant has completed three years of service with Danaher. If a participant dies while employed by Danaher, their vesting percentage equals 100%.

    2022 PROXY STATEMENT    69

Voluntary Deferrals

Each DCP participant is permitted to voluntarily defer into the program, on a pre-tax basis, up to 85% of their salary and/ or up to 85% of their non-equity incentive compensation with respect to a given plan year. Notional earnings on amounts deferred under the program are credited to participant accounts based on the market rate of return of the applicable benchmark investment alternatives offered under the program, which are generally the same as the investment alternatives offered under our 401(k) Plan (except for any investment options that may only be offered under the tax qualified 401(k) Plan). Each participant allocates the amounts the participant voluntarily defers among the available investment alternatives. Participants may change their allocations at any time, provided that any portion of a participant’s account that is subject to the Danaher Common Stock investment alternative must remain allocated to that investment alternative until the account is distributed to the participant. Participants are at all times fully vested in amounts they voluntarily defer into their DCP accounts.

Distributions

In general, a participant may not receive a distribution of their vested EDIP account balance (including any amounts voluntarily deferred) until after their employment with Danaher terminates. A participant generally may elect to receive a distribution of their DCP account balance following their termination of employment or on a specified future date prior to their termination of employment. The following chart generally describes the timing and manner of distribution of EDIP, ECP and DCP account balances:

Name of Plan		Timing of Beginning of Distribution	Period of Distribution	Form of Distribution
EDIP	Not 100% vested in Danaher contributions	6 months following termination	Lump sum	Participant may elect to receive distribution in cash, shares of Danaher Common Stock or a combination thereof (but all balances subject to the Danaher Common Stock investment alternative must be distributed in shares of Danaher Common Stock)
	100% vested in Danaher contributions	Participant may elect to begin receiving distributions immediately, 6 months, 1 year or 2 years following termination (generally, a distribution after a termination of employment is payable after a 6-month delay)	Participant may elect lump sum, or if at least age 55, annual installments over two, five or ten years
ECP		Participant will begin receiving distributions immediately following termination. A six-month delay may apply if the participant is a “key employee” under applicable tax rules	Lump sum	Shares of Danaher common stock
DCP		Participant may elect to begin receiving distributions on the earlier of a fixed date or termination of employment. Distributions on a fixed date must be at least 3 years after the date of election. Distribution elections upon a termination of employment are the same as under the EDIP (a 6-month delay may apply to distributions on a termination of employment if the participant is a “key employee” under applicable tax rules)	Participant may elect lump sum or annual installments over a period of up to 10 years	All balances subject to the Danaher Common Stock investment alternative must be distributed in shares of Danaher Common Stock, and all other balances must be paid in cash

Certain events, such as the participant’s death or an unforeseeable emergency, may impact the timing of a distribution under the EDIP, the ECP or the DCP.

    2022 PROXY STATEMENT    70

General

Under the EDIP, the ECP and the DCP, Danaher contributions and amounts voluntarily deferred are unfunded and unsecured obligations of Danaher, receive no preferential standing and are subject to the same risks as any of Danaher’s other general obligations.

Senior Leader Severance Pay Plan

Each of Danaher’s executive officers (in addition to certain other categories of employees as specified in the plan) is entitled to certain benefits under Danaher’s Senior Leader Severance Pay Plan. If a covered employee is terminated without “cause” (as defined below) and except in certain circumstances as specified in the plan, subject to execution of Danaher’s standard form of release the employee is entitled to severance equal to a minimum of three months of annual base salary plus an additional month for each year of service (provided that the three months plus all additional months cannot exceed twelve months in aggregate) paid out over the applicable severance period according to the normal payroll cycle, as well as the opportunity to continue coverage under specified welfare benefit plans of the Company for the duration of the severance period at the same cost as an active employee in a position similar to that held by the employee at termination. There is no change-in control provision in the Senior Leader Severance Pay Plan. To the extent a covered employee is entitled to severance or other post-termination compensation pursuant to the terms of an individual agreement, payments and benefits will only be provided under the plan to the extent they are not duplicative of the payments and benefits provided under the individual agreement.

Under the plan, “cause” is defined as (1) the employee’s dishonesty, fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to, or any other action in willful disregard of the interests of, Danaher or its affiliates; (2) the employee’s conviction of, or pleading guilty or no contest to (i) a felony, (ii) any misdemeanor (other than a traffic violation), or (iii) any other crime or activity that would impair the employee’s ability to perform duties or impair the business reputation of Danaher or its affiliates; (3) the employee’s willful failure or refusal to satisfactorily perform any duties assigned to the employee; (4) the employee’s failure or refusal to comply with Company standards, policies or procedures, including without limitation the Code of Conduct as amended from time to time; (5) the employee’s violation of any restrictive covenant agreement with Danaher or its affiliates; (6) the employee’s engaging in any activity that is in conflict with the business purposes of Danaher or its affiliates (as determined in the sole discretion of Danaher and its affiliates); or (7) a material misrepresentation or a breach of any of the employee’s representations, obligations or agreements under the plan.

    2022 PROXY STATEMENT    71

PROPOSAL 3
Advisory Vote on Named Executive Officer Compensation

In accordance with Section 14A of the Securities Exchange Act, we are asking our shareholders to vote at the 2022 Annual Meeting to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. Our shareholder advisory vote on executive compensation occurs on an annual basis.

As discussed in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is 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 over the long-term at or above the levels that we expect; and link compensation to the achievement of corporate goals that we believe best correlate with the creation of long-term shareholder value.

We believe our executive compensation program has been highly effective in achieving these objectives, both in 2021 and historically:

• 2021 Performance. The COVID-19 pandemic continued to pose unprecedented challenges to the world in 2021, and in response we have continued to focus on deploying the full breadth of our resources to support the health and well-being of our associates and provide crucial contributions to the fight against the pandemic (for further details please see “Proxy Statement Summary – Business Highlights”). Notwithstanding the pandemic, over the course of 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^th year in a row Danaher has paid a dividend on its common shares); and

• increased revenues by 32%, net earnings attributable to common shareholders by 79% and operating cash flow by 34% on a year-over-year basis.

• Long-Term Performance. 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, and over the last twenty-five years ranks first in its peer group. In addition, Danaher is the only company in its peer group whose total shareholder return 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.

    2022 PROXY STATEMENT    72

Our executive compensation program operates within a strong framework of compensation governance. Our Compensation 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

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. Accordingly, we are asking our shareholders to vote on an advisory basis “FOR” the following non-binding resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”

Although this advisory vote is non-binding, our Board and Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our named executive officer compensation programs.

   THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RESOLUTION SET FORTH IN PROPOSAL 3.

    2022 PROXY STATEMENT    73

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%

A Danaher shareholder has notified us that the shareholder intends to present the following proposal for consideration at the Annual Meeting. The Company is not responsible for any inaccuracies it may contain. The name, address and number of shares held by such shareholder are available upon request to Danaher’s Secretary.

Proposal 4 – Special Shareholder Meeting Improvement

Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.

Currently it takes a theoretical 25% of all shares outstanding to call for a special shareholder meeting. This theoretical 25% of all shares outstanding translates into 30% of the shares that vote at our annual meeting.

It would be hopeless to expect that shares that do not have the time to vote would have the time to go through the special procedural steps to call for a special shareholder meeting.

Plus shareholders need a more reasonable stock ownership to call a special shareholder meeting to make up for the use of online shareholder meetings that give management more control. A large number of 2021 online shareholder meetings dictated that no shareholders could speak.

This proposal won 42% support at the 2021 Danaher annual meeting. This 42% support likely represented close to or more than 51% support from the shareholders who have access to independent proxy voting advice and are not forced to overly depend on the anti-shareholder rights voting advice of management.

Plus the 2021 shareholder proposal did not point out that the 25% stock ownership threshold to call a special shareholder meeting translates into 30% of the share that vote at the annual meeting.

Danaher management said it maintained open and regular communications with shareholders. If so why has Danaher management not attempted to see if this 42% support represented 51% support from the shares that have access to independent proxy voting advice?

No management has ever stated that its shareholders gave 40%+ voting support to a shareholder proposal and shareholder engagement by management revealed that shareholder support was actually higher than the 40%+ vote. Shareholder engagement always claims that shareholder support for a shareholder proposal is less than the reported vote.

This may indicate that shareholder engagement, as practiced by many companies, is a corrupt process used to massage downwards the official reported vote. Shareholder engagement, as practiced, seems to be a process to give shareholders cold feet on what they voted for.

Maybe there should be a prize for the first management that reports higher shareholder support for the topic of a shareholder proposal that the official annual meeting voting result.

Please vote yes:

Special Shareholder Meeting Improvement – Proposal 4

    2022 PROXY STATEMENT    74

Company’s Statement in Opposition

The Board recommends that you vote against this shareholder proposal for the following reasons:

• Currently, shareholders of 25% of our outstanding Common Stock have the right to call a special meeting, pursuant to a Company proposal previously approved by our shareholders. Our Board continues to believe that this threshold ensures a reasonable number of shareholders consider a matter important enough to merit a special meeting.

• We note that as of February 1, 2022, only two of Danaher’s fifteen peer companies have a special meeting threshold at or lower than the level sought by the proponent.

Preparing for and holding a special meeting (even in a virtual format) would be time-consuming and expensive. If adopted, this proposal would have the effect of allowing a relatively small percentage of shareholders with potentially narrow interests to call special meetings to consider matters that may not be in the best interests of all of our shareholders. Even if they are ultimately not able to obtain support from a majority of shares, those who might seek to call a special shareholders’ meeting could subject us to considerable expense, distract management and the Board from important business initiatives, or seek self-interested concessions in exchange for avoiding a special meeting.

We believe 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 a meaningful mechanism to call a special meeting if they deem it appropriate.

The Board also believes that Danaher’s current robust governance practices provide shareholders with numerous avenues to voice their opinions and ensure Board accountability. We maintain open and regular communications with shareholders and financial analysts, and our shareholders can and do effectively use our Annual Meeting of Shareholders to communicate their views to management, the Board, and other shareholders.

In the best interests of our shareholders and Company, we recommend that you vote against this shareholder proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST PROPOSAL 4.

    2022 PROXY STATEMENT    75

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Purpose of the Meeting

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Danaher Corporation, a Delaware corporation, of proxies for use at the 2022 Annual Meeting of Shareholders and at any and all postponements or adjournments thereof.

Who Can Vote

You are entitled to vote at the Annual Meeting if you owned any shares of Danaher Common Stock at the close of business on March 11, 2022, which is referred to as the “record date.” A list of registered shareholders entitled to vote at the meeting will be available at Danaher’s offices, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701 during the ten days prior to the meeting. A list of shareholders of record will also 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.

Proxy Materials are Available on the Internet

We are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. On or about March 30, 2022, we mailed a Notice of Internet Availability to certain of our shareholders. The Notice contains instructions about how to access our proxy materials and vote online. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.

Instructions for the Virtual Annual Meeting

As a result of the COVID-19 pandemic, the 2022 Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will be conducted via live webcast. Shareholders will have the same rights and opportunities to participate in our virtual annual meeting as they would at an in-person meeting.

You are entitled to participate in the virtual meeting if you were a shareholder of record as of the close of business on March 11, 2022 or if you hold a valid proxy for the Annual Meeting. If you are not a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to submit questions or vote during the meeting.

To attend the virtual meeting, visit www.virtualshareholdermeeting.com/DHR2022 and enter the 16-digit control number included on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form. The meeting will start at 3:00 p.m., Eastern Time, on May 10, 2022. We encourage you to access the meeting prior to the start time to familiarize yourself with the virtual platform and ensure you can hear the streaming audio. Online access will be available starting at 2:45 p.m., Eastern Time, on May 10, 2022.

While we strongly encourage you to vote your shares prior to the meeting, shareholders may also vote during the meeting. Once logged in, you will be able to vote your shares by clicking the “Vote Here!” button.

Shareholders may submit written questions once logged into the virtual platform. Questions pertinent to meeting matters will be answered during the question and answer portion of meeting, subject to a time limit prescribed by the Meeting Rules and

    2022 PROXY STATEMENT    76

Procedures that will be posted to the virtual meeting platform on the day of the meeting. The Meeting Rules and Procedures will also provide additional information about the relevancy of questions to meeting matters.

During the meeting, the proponent of the shareholder proposal included in this Proxy Statement will have a dedicated call-in line that will allow the proponent to present their proposal.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, you should call the technical support number that will be posted on the virtual shareholder meeting login page.

Quorum for the Meeting

Under the Company’s Bylaws, we can conduct business at the Annual Meeting only if the holders of a majority of the issued and outstanding shares of Danaher Common Stock entitled to vote at the Annual Meeting as of the record date are present either in person or by proxy. The presence of at least that number of shares constitutes a “quorum.” Abstentions and broker non-votes will be counted as present in determining whether the quorum requirement is satisfied. As of the record date, 715,894,895 shares of Danaher Common Stock were outstanding, excluding shares held by or for the account of Danaher.

How to Vote

Voting at the Annual Meeting

If you attend the Annual Meeting as a shareholder of record or as the holder of a valid proxy for the Annual Meeting, you may cast your vote at the meeting by following the instructions described above under “-- Instructions for the Virtual Annual Meeting.” Persons attending the Annual Meeting as guests will not be able to vote at the meeting.

Voting by proxy

If you own shares directly in your name…

If your shares are registered directly in your name with our transfer agent, you are considered the registered holder of those shares. As the registered shareholder, you may vote in several different ways:

•	Vote on the Internet. You can vote online at: www.proxyvote.com.
•	Vote by Telephone. In the United States or Canada, you can vote by telephone by calling the number included in the printed proxy materials, if you received printed proxy materials. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.
	Internet and telephone voting facilities will be available 24 hours a day until 11:59 p.m. Eastern Time on May 9, 2022 (except for participants in the Danaher Corporation & Subsidiaries Savings Plan (the “401(k) Plan”) or the Danaher Corporation & Subsidiaries Retirement and Savings Plan (collectively with the 401(k) Plan, the “Savings Plans”), who must submit voting instructions earlier, as described below). To authenticate your Internet or telephone vote, you will need to enter your confidential voter control number as shown on the voting materials you received. If you vote online or by telephone, you do not need to return a proxy card.
•	Vote by Mail. You can mail the proxy card enclosed with your printed proxy materials, if you received printed proxy materials. Mark, sign and date your proxy card and return it in the postage-paid envelope provided, or in an envelope addressed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Please allow sufficient time for delivery of your proxy card if you decide to vote by mail.

If you hold shares in either of the Danaher Savings Plans…

You can direct Fidelity Management Trust Company (“Fidelity”), the trustee of the Savings Plans, to vote your proportionate interest in the shares of Common Stock held under the Savings Plan by returning a voting instruction form or by providing voting instructions via the Internet or by telephone. Fidelity will vote your Savings Plan shares as of the record date in the manner directed by you. Because Fidelity is designated to vote on your behalf, you will not be able to vote your shares held in the Savings Plan in person at the meeting. If Fidelity does not receive voting instructions from you by 11:59 p.m. Eastern time on May 5, 2022, Fidelity will not vote your Savings Plan shares on any of the proposals brought at the Annual Meeting.

    2022 PROXY STATEMENT    77

If you own your shares through an account with a bank, broker, trustee or other intermediary, sometimes referred to as owning in “street name”…

Your intermediary will provide instructions on how to access proxy materials electronically, or send you printed copies of the proxy materials if you so elect. You are entitled to direct the intermediary how to vote your shares by following the voting instructions it provides to you.

Revoking a Proxy or Voting Instructions

If you hold shares of Common Stock registered in your name, you may revoke your proxy:

• by filing a written notice of revocation with the Secretary of Danaher;

• if you submitted your proxy by telephone or via the Internet, by accessing those voting methods and following the instructions given for revoking a proxy;

• if you submitted a signed proxy card, by submitting a new proxy card with a later date (which will override your earlier proxy card); or

• by voting at the Annual Meeting.

If you hold your shares in “street name,” you must follow the directions provided by your bank, broker, trustee or other intermediary for revoking or modifying your voting instructions.

Voting Procedures

Each outstanding share of Danaher Common Stock entitles the holder to one vote on each directorship and other matter brought before the Annual Meeting. Your shares will be voted in accordance with your instructions. The Board has selected Steven M. Rales, Mitchell P. Rales, Brian W. Ellis and James F. O’Reilly, or any of them, to act as proxies with full power of substitution. All votes will be counted by the inspector of election appointed for the meeting.

In addition, if you have returned a signed proxy card or submitted voting instructions by telephone or online, the proxy holders will have, and intend to exercise, discretion to vote your shares (other than shares held in the Savings Plans) in accordance with their best judgment on any matters not identified in this Proxy Statement that are properly brought to a vote at the Annual Meeting. At present we do not know of any such additional matters.

If your shares are registered in your name and you sign and return a proxy card or vote by telephone or online but do not give voting instructions on a particular matter, the proxy holders will be authorized to vote your shares on that matter in accordance with the Board’s recommendation. If you hold your shares through an account with a bank, broker, trustee or other intermediary and do not give voting instructions on a matter, we expect that under the rules of the New York Stock Exchange the bank, broker, trustee or other intermediary will be permitted to vote in its discretion only on Proposal 2 and will not be permitted to vote on any of the other Proposals, resulting in a so-called “broker non-vote.” The impact of abstentions and broker non-votes on the overall vote is shown in the following table. Broker non-votes will not affect the attainment of a quorum since the bank, broker, trustee or other intermediary has discretion to vote on Proposal 2 and these votes will be counted toward establishing a quorum.

    2022 PROXY STATEMENT    78

Votes Required and Effect of Abstentions and Broker Non-Votes

Matter	Required Vote	Impact of Abstentions	Impact of Broker Non-Votes
PROPOSAL 1 – Election of directors (page 13)	Votes cast FOR a nominee must exceed number of votes cast AGAINST that nominee.	Not counted as votes cast; no impact on outcome.	Not counted as votes cast; no impact on outcome.
PROPOSAL 2 – Ratification of the appointment of the independent registered public accounting firm (page 35)	Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal.	Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST.	Not applicable.
PROPOSAL 3 – Advisory vote to approve named executive officer compensation (page 72)	Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal.	Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST.	Not counted as shares of Danaher Common stock represented in person or by proxy and entitled to vote on the proposal; no impact on outcome.
PROPOSAL 4 – Shareholder proposal (page 74)	Approval by a majority of shares of Danaher Common Stock represented in person or by proxy and entitled to vote on the proposal.	Counted for purposes of determining minimum number of affirmative votes required for approval; impact is the same as a vote AGAINST.	Not counted as shares of Danaher Common stock represented in person or by proxy and entitled to vote on the proposal; no impact on outcome.

Information About Proxy Solicitation

The proxies being solicited hereby are being solicited by Danaher’s Board. Employees of Danaher may solicit proxies on behalf of the Board of Directors by mail, email, in person and by telephone. These employees will not receive any additional compensation for these activities. Danaher will bear the cost of soliciting proxies and will reimburse banks, brokers, trustees and other intermediaries for their reasonable out-of-pocket expenses for forwarding proxy materials to shareholders. We have retained Broadridge Financial Services, Inc. to aid in distributing proxy materials and the solicitation of proxies. For these services, we expect to pay Broadridge a fee of less than $15,000 and reimburse it for certain out-of-pocket disbursements and expenses.

Eliminating Duplicate Mailings

Danaher has adopted the “householding” procedure approved by the SEC, which allows us to deliver one set of documents to a household of shareholders instead of delivering a set to each shareholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendly and cost-effective because it reduces the number of copies to be printed and mailed. Shareholders who receive proxy materials in paper form will continue to receive separate proxy cards/voting instruction forms to vote their shares. Shareholders who receive the Notice of Internet Availability will receive instructions on submitting their proxy cards/voting instruction form via the Internet.

If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact our transfer agent at 800-568-3476. We will promptly deliver the proxy materials to you upon receipt of your request. If you own your shares in “street name,” please contact your broker, bank, trustee or other intermediary to make your request.

If you receive more than one proxy card/voting instruction form, your shares probably are registered in more than one account or you may hold shares both as a registered shareholder and through one of the Savings Plans. You should vote each proxy card/voting instruction form you receive.

    2022 PROXY STATEMENT    79

OTHER INFORMATION

Information Relating to Forward-Looking Statements

Certain statements included in this Proxy Statement are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding strategic plans and plans for growth, innovation and future operations; financial or operating targets or projections; future capital allocation, acquisitions and the integration thereof; plans and strategies relating to corporate governance, executive compensation, director compensation and sustainability; the goals, objectives and anticipated benefits of our executive compensation and director compensation programs (including Company and individual performance goals and targets); the tax impact of executive or equity compensation; political contributions; the effect of an event of termination or change-of-control; Board oversight of strategy and risk; risk mitigation efforts; the expected roles and responsibilities of the Board’s committees; plans with respect to shareholder engagement and alignment, Board recruitment, selection and refreshment; the anticipated benefits to the Company of particular director skills and attributes; anticipated commercial activity; anticipated benefits of certain related person transactions; general economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,” “project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth under “Item 1A. Risk Factors” in the accompanying Annual Report on Form 10-K for the year ended December 31, 2021. Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements included in this Proxy Statement speak only as of the date of this Proxy Statement. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

Website Disclosure

We may provide disclosure in the “Investor – Corporate Governance” section of our corporate website, http://www.danaher. com, of any of the following: (1) the identity of the presiding director at meetings of non-management or independent directors, or the method of selecting the presiding director if such director changes from meeting to meeting; (2) the method for interested parties to communicate directly with the Board or with individual directors, the Lead Independent Director or the non-management or independent directors as a group; (3) the identity of any member of Danaher’s Audit Committee who also serves on the audit committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on Danaher’s Audit Committee; and (4) contributions by Danaher to a tax exempt organization in which any non-management or independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues. We also intend to disclose any amendment to the Code of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K under the Securities Exchange Act, and any waiver from a provision of the Code of Conduct granted to any of our directors, principal executive officer, principal financial officer, principal accounting officer, or any other executive officer, in the “Investor – Corporate Governance” section of our corporate website, http://www.danaher.com, within four business days following the date of such amendment or waiver.

Information contained on or connected to any of the websites referenced in this Proxy Statement is not incorporated by reference into this Proxy Statement and should not be considered a part of this Proxy Statement or any other filing that we make with the U.S. Securities and Exchange Commission.

    2022 PROXY STATEMENT    80

Communications with the Board of Directors

Shareholders and other parties interested in communicating directly with the Board or with individual directors, the Lead Independent Director or the non-management or independent directors as a group may do so by addressing communications to the Board of Directors, to the specified individual director or to the non-management or independent directors, as applicable, c/o Corporate Secretary, Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701.

Annual Report on Form 10-K for 2021

Danaher will provide, without charge, a copy of the Danaher Annual Report on Form 10-K for 2021 filed with the SEC to any shareholder upon request directed to: Investor Relations, Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C., 20037-1701 or by email to: investor.relations@danaher.com.

Shareholder Proposals and Nominations for 2023 Annual Meeting

A shareholder who wishes to include a proposal in Danaher’s proxy statement for the 2023 Annual Meeting of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act must submit the proposal in writing to Danaher’s Corporate Secretary at Danaher’s principal executive offices, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701, for receipt no later than November 30, 2022 in order to be considered for inclusion.

In order to be properly brought before the 2023 Annual Meeting, a shareholder’s notice of nomination of one or more director candidates to be included in the Company’s proxy statement pursuant to Article II, Section 11 of our Bylaws (a “proxy access nomination”) must be received by Danaher’s Corporate Secretary at the above address no earlier than October 31, 2022 and no later than November 30, 2022. If the date of the 2023 Annual Meeting is more than 30 days before or after the anniversary of the previous year’s annual meeting, notice by the shareholder to be timely must be so received not later than the later of the 120^th day prior to such annual meeting or the 10^th day following the day on which public disclosure of the date of such meeting is first made.

Shareholders intending to present a proposal at the 2023 Annual Meeting without having it included in the Company’s proxy statement, or making a nomination of one or more director candidates without having such candidates included in the Company’s proxy statement, must comply with the advance notice requirements set forth in the Company’s Bylaws. If a shareholder fails to provide timely notice of a proposal to be presented at the 2023 Annual Meeting, the proxies provided to Danaher’s Board will have discretionary authority to vote on any such proposal which may properly come before the meeting. In order to comply with the advance notice requirements set forth in the Company’s Bylaws, appropriate notice would need to be provided to Danaher’s Secretary at the address noted above no earlier than December 30, 2022 and no later than January 29, 2023. If the date of the 2023 Annual Meeting is more than 30 days before or after the anniversary of the previous year’s annual meeting, notice by the shareholder to be timely must be so received not later than the later of the 90^th day prior to such annual meeting or the 10^th day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever mailing or disclosure first occurs.

BY ORDER OF THE BOARD OF DIRECTORS

JAMES F. O’REILLY

Vice President, Deputy General Counsel and Secretary

Dated: March 30, 2022

    2022 PROXY STATEMENT    81

APPENDIX A
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

As described in more detail in the Compensation Discussion and Analysis section of the Company’s 2022 Proxy Statement, the 2021 annual cash incentive awards paid to the Company’s named executive officers were based in part on the Company’s 2021 performance with respect to three metrics, Adjusted EPS, Free Cash Flow Ratio and Core Revenue Growth Including Cytiva. Each of these metrics is a non-GAAP financial measure. Set forth below are reconciliations of each of these metrics to the comparable GAAP financial measure, based on the Company’s actual 2021 performance.

RECONCILIATION OF 2021 ADJUSTED DILUTED EARNINGS PER SHARE (ADJUSTED EPS)

($ in millions, except per-share amounts)	Net Income			Diluted Net Earnings Per Share
2021 Net Income or Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (GAAP)	$	6,347		$	8.50
Acquisition-related gains and losses (primarily the Cytiva and Aldevron Acquisitions), including related after-tax operating profit, increased interest charges for financings, transaction costs, and fair-value adjustments for acquired inventory and deferred revenue		37			0.05
Gain on disposition of certain product lines		(10	)		(0.01	)
Discrete income tax charges		(263	)		(0.35	)
Amortization charges		1,157			1.55
Loss on early extinguishment of debt		73			0.10
Other investment gains, net of impairment charges		(315	)		(0.42	)
Contract settlement expense		415			0.56
Impairment of intangible assets		8			0.01
Impact of MCPS securities on an “as converted” basis		–			0.01
2021 Adjusted Net Income or Adjusted Diluted Net Earnings Per Common Share from Continuing Operations, as applicable (non-GAAP)	$	7,449		$	10.00

RECONCILIATION OF 2021 ADJUSTED FREE CASH FLOW-TO-ADJUSTED NET INCOME RATIO (FREE CASH FLOW RATIO)

($ in millions)
Total cash provided by operating activities from continuing operations (GAAP)	$	8,358
Total cash used in investing activities from continuing operations (GAAP)	$	(12,987	)
Total cash provided by financing activities from continuing operations (GAAP)	$	1,295
Total cash provided by operating activities from continuing operations (GAAP)	$	8,358
Purchases of property, plant and equipment		(1,294	)
Sales of property, plant and equipment		13
Cash flow impact of Adjustment Items		(8	)
Adjusted Free Cash Flow (non-GAAP)	$	7,069
Adjusted Net Income (non-GAAP)	$	7,449
Adjusted Free Cash Flow to Adjusted Net Income Ratio (non-GAAP)		94.9	%

    2022 PROXY STATEMENT    82

RECONCILIATION OF 2021 CORE REVENUE GROWTH INCLUDING CYTIVA

	2021 vs. 2020
Total sales growth (GAAP)		32.0	%
Less the impact of:
Acquisitions and other		(7.5	%)
Currency exchange rates		(1.5	%)
Core revenue growth (non-GAAP)		23.0	%
Impact of Cytiva		2.0	%
Core revenue growth including Cytiva (non-GAAP)		25.0	%

    2022 PROXY STATEMENT    83