Danaher Corporation 8-K

Summary

CEO succession and leadership equity awards. Julie Sawyer Montgomery becomes Danaher’s CEO and a director on 10/1/2026; Rainer Blair will leave those roles and support the transition as an employee through 12/31/2026, then as a consultant through 3/31/2027. Danaher said Q3 and FY2026 guidance is unchanged.

Key Figures

• Montgomery’s CEO compensation, effective 10/1/2026: $1.5M annual base salary; target annual cash incentive of 200% of base salary, prorated for 2026; and a $13.2M target long-term incentive award for 2027. Her special award has a $20.0M target value in stock options, with 50% vesting on each of the fourth and fifth anniversaries of the 8/4/2026 grant date.
• If Montgomery is terminated without cause or leaves for good reason under the specified terms, her severance includes 12 months of base salary, any unpaid prior-year incentive, the current-year target incentive, and a prorated current-year target incentive, subject to a release and specified offsets.
• Blair remains eligible for his 2026 annual cash incentive based on actual company performance, with a 100% personal payout percentage, if he meets the service condition. At separation, his stated benefits include 12 months of base salary, his target annual incentive and a 12-month COBRA subsidy, subject to releases.
• Special equity awards include a $12.5M target-value option award for CFO Matthew Gugino; RSUs with target values of $8.0M for Christopher Riley and $2.625M for Jose-Carlos Gutierrez-Ramos; and, for each of Steven and Mitchell Rales, options for 1,000,000 shares plus RSUs for 500,000 shares. The Rales awards vest 50% on each of the fourth and fifth grant anniversaries; the options have a ten-year term.
• The Long-Term Growth Program awards to Montgomery, Gugino and the Rales are subject to continued employment and have accelerated or prorated vesting provisions for specified terminations. Danaher expects to exclude the program’s stock-based compensation expense from adjusted diluted net EPS.

Guidance

• Q3 and FY2026 guidance reaffirmed; figures not restated in this filing.

Investor Takeaways

• Montgomery’s CEO transition takes effect 10/1/2026; Blair’s advisory and consulting support runs through 3/31/2027.
• Danaher’s pending StatLab acquisition remains subject to customary closing conditions, including applicable regulatory clearances.