Sector: Health Care
DANAHER CORP · Meeting: May 5, 2026
Directors FOR
1
Directors AGAINST
10
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
As CEO and director since 2020, Blair's tenure fully overlaps the period during which Danaher's stock fell about 14% while the company's own peer group gained over 21% on average — a gap of 35 percentage points that exceeds the policy's 20-point trigger for directors whose company has posted a negative absolute return; no 5-year data is available to apply the mitigant.
Dewan has served since 2022, meaning his roughly three-year tenure substantially overlaps the underperformance period; with no 5-year data available to apply the mitigant, the TSR trigger stands and a vote against is warranted.
Filler has served since 2005 and her tenure fully covers the three-year underperformance window; with no 5-year data available to check the mitigant, the trigger fires and a vote against is warranted.
List has served since 2011 and her tenure fully covers the underperformance period; with no 5-year data available to check the mitigant, the policy trigger applies and a vote against is warranted.
Mitchell Rales has been a director and executive since 1983, and his tenure fully covers the underperformance period; additionally, he is the brother of fellow director and executive officer Steven Rales, which is a familial relationship to senior management that is itself a negative governance flag under the policy.
Steven Rales has served as Chairman and executive since 1983, fully overlapping the underperformance period; as the brother of fellow director and executive officer Mitchell Rales, the familial relationship to senior management is an additional governance concern under the policy.
Sanders joined in 2021 and his full tenure coincides with the three-year underperformance window; with no 5-year data to apply the mitigant, the TSR trigger fires and a vote against is warranted.
Spoon has served since 1999 and his tenure fully covers the underperformance period; with no 5-year data available for the mitigant check, the policy trigger applies and a vote against is warranted.
Stevens has served since 2017 and his tenure fully covers the underperformance period; with no 5-year data available to apply the mitigant, the policy trigger stands and a vote against is warranted.
Zerhouni has served since 2009 and his tenure fully covers the underperformance period; with no 5-year data available for the mitigant check, the policy trigger applies and a vote against is warranted.
For Analysis
Lamanna joined the board in February 2025, so he has served less than 24 months and is fully exempt from the TSR trigger under the policy; no other disqualifying factors are present.
Danaher's stock fell roughly 14% over the past three years while the company's own disclosed peer group gained over 21% on average — a gap of 35 percentage points, well above the 20-point trigger that applies when a company's stock has declined in absolute terms. The policy requires a vote against all directors whose tenure meaningfully overlaps this underperformance period. Ten of the eleven nominees (everyone except newly appointed Charles Lamanna, who joined in February 2025 and is exempt under the 24-month new-director rule) receive a vote against on this basis. Additional concerns include familial relationships between the Rales brothers, who are co-founders, co-directors, and executive officers. No 5-year TSR data is available to apply the supplementary mitigant that could downgrade these against votes to for votes.
CEO
Rainer M. Blair
Total Comp
$23,795,280
Prior Support
93%%
CEO Rainer Blair received total compensation of approximately $23.8 million in 2025, and the program is heavily weighted toward long-term, performance-based equity — stock options and performance stock awards together represent the largest share of pay, with base salary accounting for well under 40% of total compensation for all named executives, satisfying the pay-mix test. The company received 93% shareholder support on last year's say-on-pay vote, well above the 70% threshold, so no prior-vote concern exists. Although Danaher's stock has underperformed its peers over three years, the performance stock awards granted in 2025 use rigorous relative total shareholder return criteria versus the S&P 500 (with above-median performance required to earn target), and the company has a robust no-fault clawback policy, meaning the incentive structure is designed to align executive outcomes with shareholder outcomes rather than pay out regardless of performance.
Auditor
Ernst & Young LLP
Tenure
23 yrs
Audit Fees
$26,686,387
Non-Audit Fees
$3,926,103
Ernst & Young has audited Danaher since 2002, giving it approximately 23 years of tenure — just under the 25-year threshold that would trigger a vote against. Non-audit fees (tax and audit-related combined) totaled about $3.9 million against core audit fees of roughly $26.7 million, a ratio of approximately 15%, well below the 50% threshold, so there is no independence concern from the fee structure. EY is a Big 4 firm fully appropriate for a company of Danaher's size and complexity.
The 2026 Danaher ballot contains four proposals: director elections, auditor ratification, an advisory say-on-pay vote, and an equity plan amendment. The most significant issue on this ballot is sustained stock price underperformance — Danaher's shares have declined roughly 14% over three years while its own peer group gained over 21%, a gap that triggers votes against ten of the eleven director nominees under the policy's performance accountability rules; only newly-joined Charles Lamanna escapes the trigger. The auditor and say-on-pay proposals both pass policy screens and receive a vote in favor.
15 companies disclosed in 2026 proxy filing
