Form 4: Danaher Corp Director Alan G. Spoon Reports Acquisition of Phantom Shares

Director Alan G. Spoon reports acquiring phantom shares of Danaher Corp through a deferred compensation plan.

Summary

• On January 31, 2025, Alan G. Spoon, a director of Danaher Corp, acquired 201.375 phantom shares of Danaher common stock.
• This acquisition was made under the terms of the Non-Employee Directors Deferred Compensation Plan.
• The phantom shares were acquired at a price of $222.74 per share, which was the closing price of Danaher's common stock on the NYSE on the transaction date.
• Following the transaction, Spoon beneficially owns 29,753.784 shares of Danaher common stock.
• The reporting person is fully vested in all amounts deferred under the Plan.
• Upon distribution, the phantom shares convert into shares of Danaher common stock on a one-for-one basis.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction related to director compensation, indicating a stable and ongoing relationship between the director and the company. It's a neutral but positive indicator of alignment.

Positives

• The acquisition of phantom shares reflects the director's continued investment in Danaher Corp.
• The deferred compensation plan allows directors to align their interests with the long-term performance of the company.

Future Outlook

The document does not contain specific forward-looking statements beyond the mechanics of the deferred compensation plan.

Management Comments

• The reporting person can defer all or part of the cash director fees s/he is entitled to receive each quarter.
• Amounts deferred under the plan (which includes dividend accruals on plan balances and may also include cash director fees) are converted into a particular number of notional shares of Danaher common stock, calculated based on the closing price of Danaher's common stock on the quarterly date such amounts otherwise would have been paid.

Industry Context

This filing is a routine disclosure related to director compensation and is typical for publicly traded companies.

Comparison to Industry Standards

• Deferred compensation plans for directors are a common practice among publicly traded companies, including Danaher's peers such as Abbott Laboratories, Thermo Fisher Scientific, and Siemens Healthineers.
• These plans often involve the granting of phantom shares or stock options, aligning director compensation with shareholder value.
• The specific terms of Danaher's plan, such as the conversion rate and vesting schedule, are likely comparable to those offered by similar companies.

Stakeholder Impact

• The transaction has a minimal direct impact on stakeholders.
• It reinforces the alignment of director interests with shareholder value through equity-based compensation.

Key Dates