8-KLeadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (Apr 16, 2014)

Filed April 16, 2014For Securities:DHR

Summary

Danaher Corporation (DHR) announced a significant leadership transition in an 8-K filing on April 16, 2014. H. Lawrence Culp, Jr., the current President and CEO, has informed the Board of his intention to step down from his executive and board roles on March 1, 2015. Following this, Mr. Culp is expected to remain with the company in a non-executive capacity through March 1, 2016, to facilitate a smooth leadership handover. In preparation for this transition, the Board has appointed Thomas P. Joyce, Jr., currently an Executive Vice President, as Executive Vice President and CEO-Designate. Mr. Joyce is slated to assume the President and CEO positions and join the Board and its Finance and Executive Committees upon Mr. Culp's departure. This filing also details a Transition Agreement with Mr. Culp, outlining his continued employment terms, compensation during the transition period, and specific provisions for equity vesting and exercise extensions.

Key Highlights

  • 1H. Lawrence Culp, Jr. plans to step down as President and CEO of Danaher Corporation on March 1, 2015.
  • 2Mr. Culp will remain with the company in a non-executive capacity for one year post-CEO role to assist with leadership transition.
  • 3Thomas P. Joyce, Jr., currently an Executive Vice President, has been appointed CEO-Designate.
  • 4The Board intends to appoint Mr. Joyce as President and CEO on March 1, 2015, and also to the Board and key committees.
  • 5A Transition Agreement has been finalized with H. Lawrence Culp, Jr., detailing terms for his continued service, compensation, and equity awards.
  • 6The agreement includes provisions for pro-rated vesting of restricted stock units and stock options, as well as an extension of stock option exercise periods.
  • 7The filing includes a press release announcing these management changes as Exhibit 99.1 and the Transition Agreement as Exhibit 10.1.

Frequently Asked Questions

This 8-K filing announces a planned leadership transition at Danaher Corporation. Specifically, it details the upcoming departure of President and CEO H. Lawrence Culp, Jr., and the appointment of Thomas P. Joyce, Jr. as his successor (CEO-Designate).

Mr. Culp will step down as President and CEO on March 1, 2015, but will continue his employment with Danaher in a non-executive role until March 1, 2016. This is to support the leadership transition. His base salary and benefits will continue unchanged during this period, and he will receive specific benefits related to equity awards.

Thomas P. Joyce, Jr., who is currently an Executive Vice President at Danaher, has been appointed as Executive Vice President and CEO-Designate. The Board intends to appoint him as President and CEO on March 1, 2015.

The Transition Agreement includes provisions for Mr. Culp to receive pro-rated vesting of certain restricted stock units and stock options granted in February 2013, and an extension for exercising outstanding stock options. His base salary and health benefits will continue during his transition employment period. Specific severance benefits also apply depending on termination circumstances.