8-KLeadership Changes

DANAHER CORP /DE/ 8-K Report, Executive Changes (Nov 8, 2018)

Filed November 8, 2018For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K detailing a CFO transition and related executive compensation adjustments. Daniel L. Comas, the current Executive Vice President and CFO, will transition out of his CFO role on December 31, 2018, and will continue as an Executive Vice President on a part-time basis. Matthew McGrew will succeed Mr. Comas as Executive Vice President - Chief Financial Officer effective January 1, 2019. In conjunction with this transition, significant adjustments to Mr. McGrew's compensation package have been approved. These include an increase in his base salary to $660,000, a target bonus percentage of 115%, and substantial equity awards valued at $2.6 million for 2019, split between stock options and performance stock units. Mr. Comas will see his base salary decrease to $650,000 while retaining a 125% target bonus, and will receive equity awards valued at $1.4 million for 2019. Both executives will have provisions for personal aircraft usage. The filing also notes the execution of a restrictive covenant agreement with Mr. McGrew.

Key Highlights

  • 1Daniel L. Comas to step down as CFO on December 31, 2018, transitioning to an Executive Vice President role on a part-time basis.
  • 2Matthew McGrew appointed as the new Executive Vice President - Chief Financial Officer, effective January 1, 2019.
  • 3Mr. McGrew's annual base salary will increase to $660,000.
  • 4Mr. McGrew's target bonus percentage will increase to 115%.
  • 5Mr. McGrew to receive $2.6 million in equity compensation for 2019, split between stock options and performance stock units.
  • 6Mr. Comas's annual base salary will decrease to $650,000, with a retained target bonus of 125%.
  • 7Mr. Comas to receive $1.4 million in equity compensation for 2019, split between stock options and performance stock units.

Frequently Asked Questions

The 8-K filing indicates that Mr. Comas will relinquish his role as Chief Financial Officer as of December 31, 2018. He will continue with the company as an Executive Vice President on approximately a half-time basis through 2019. The filing does not specify a reason beyond this role transition.

Effective January 1, 2019, Mr. McGrew's compensation includes an annual base salary of $660,000, a target bonus percentage of 115%, and equity awards valued at $2,600,000 for 2019, split equally between stock options and performance stock units. He will also be entitled to personal usage of the company aircraft, with certain cost reimbursement provisions.

Effective January 1, 2019, Mr. Comas's annual base salary will decrease to $650,000, while his target bonus percentage remains at 125%. He will receive equity compensation valued at $1,400,000 for 2019, split equally between stock options and performance stock units. He will also retain personal usage rights for the company aircraft.

The Restrictive Covenant Agreement, entered into on November 7, 2018, prohibits Mr. McGrew from disclosing confidential information, making disparaging comments, competing with Danaher, soliciting customers or employees, or interfering with vendor relationships during and for specified periods after his employment. It also assigns intellectual property developed during his employment to the company.