Danaher Corporation Non-Management Director Compensation Arrangements (Effective January 1, 2020)
Contract Categories:
Human Resources
›
Compensation Agreements
Summary
Danaher Corporation outlines its compensation structure for non-management directors as of January 1, 2020. Directors receive an annual cash retainer of $125,000 and an annual equity award valued at $185,000, split equally between stock options and restricted stock units. Additional cash retainers are provided for committee chairs and the Lead Independent Director. Directors are paid extra for attending more than twenty meetings per year. Equity awards have specific vesting and issuance conditions. The company also reimburses directors for business-related expenses, including travel.
EX-10.22 8 dhr-20191231xexx1022.htm DESCRIPTION OF COMPENSATION ARRANGEMENTS FOR NON-MANAGEMENT DIRECTORS Exhibit
Exhibit 10.22
DANAHER CORPORATION
DESCRIPTION OF COMPENSATION ARRANGEMENTS FOR NON-MANAGEMENT DIRECTORS
Following is a description of the Company’s non-management director compensation structure as of January 1, 2020:
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 and Governance, Science and 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 restricted stock units (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.
