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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 21, 2025
__________________
dhrlogo.jpg
DANAHER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
__________________
Delaware001-0808959-1995548
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
2200 Pennsylvania Avenue, N.W., 20037-1701
Suite 800W
Washington,DC
(Address of Principal Executive Offices) (Zip Code)
202-828-0850
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueDHRNew York Stock Exchange
0.200% Senior Notes due 2026DHR/26New York Stock Exchange
2.100% Senior Notes due 2026DHR 26New York Stock Exchange
1.200% Senior Notes due 2027DHR/27New York Stock Exchange
0.450% Senior Notes due 2028DHR/28New York Stock Exchange
2.500% Senior Notes due 2030DHR 30New York Stock Exchange
0.750% Senior Notes due 2031DHR/31New York Stock Exchange
1.350% Senior Notes due 2039DHR/39New York Stock Exchange
1.800% Senior Notes due 2049DHR/49New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 


ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On July 21, 2025, Matthew M. McGrew, Executive Vice President and Chief Financial Officer of Danaher Corporation (the “Company” or “Danaher”), notified the Company that he plans to relinquish his role as Chief Financial Officer as of February 28, 2026, after which he will continue as an Executive Vice President of the Company. Effective February 28, 2026, Matthew E. Gugino will succeed Mr. McGrew as Executive Vice President-Chief Financial Officer. Mr. Gugino, 43, currently serves as Danaher’s Vice President-Corporate FP&A and Group CFO with responsibility for the Life Sciences Innovations businesses. Since joining Danaher in 2013, Mr. Gugino has served in a series of progressively more responsible positions in the Company’s finance and investor relations organizations, including as Vice President-Investor Relations from 2014 to March 2022. He assumed the FP&A portion of his current role in July 2019 and the Group CFO portion of his current role in April 2021.
In connection with Mr. Gugino’s promotion, on July 21, 2025, the Compensation Committee of Danaher’s Board of Directors approved the following changes to Mr. Gugino’s compensation, as set forth in a letter agreement subsequently entered into between the Company and Mr. Gugino as of July 21, 2025 (“Letter Agreement”):
•effective as of July 21, 2025, Mr. Gugino’s annual base salary rate increases to $700,000 and his target bonus percentage under the Company’s annual cash incentive compensation program for the remainder of the year increases to 90%;
•Mr. Gugino will receive an equity award in November 2025 (representing a pro-rated portion of a higher annual award value) with a target dollar value of $1,750,000, to be split equally between stock options and time-vesting restricted stock units;
•effective as of February 28, 2026, Mr. Gugino’s annual base salary rate will increase to $825,000 and he will participate in the Company’s annual executive cash incentive compensation program with a target bonus percentage of 115%;
•the target dollar value of equity compensation to be awarded to Mr. Gugino in 2026 (to be awarded in accordance with the Company’s standard procedures and timing for annual executive officer equity awards) will be $4,200,000, to be split equally between stock options and performance stock units; and
•pursuant to the Company’s Senior Leaders Severance Pay Plan, the total amount of severance pay for which Mr. Gugino would be eligible upon a qualifying termination would be equal to his annual base salary at the time of termination.
As of February 28, 2026, Mr. Gugino will also be entitled to personal use of the Danaher aircraft up to $50,000 annually, reimbursement for financial/tax planning and tax preparation services in an amount not to exceed $15,000 annually, parking, an annual physical and tickets to sports and entertainment events.
In connection with Mr. Gugino’s promotion and the changes in his compensation set forth above, the Company and Mr. Gugino also entered into an Agreement Regarding Competition and Protection of Proprietary Interests as of July 21, 2025 (the “Protection of Proprietary Interests Agreement”). Under this agreement, during and for specified periods after Mr. Gugino’s employment with the Company, subject to certain customary exceptions, he is prohibited from disclosing or improperly using any of the Company’s confidential information; making any disparaging comments about the Company; competing with the Company; selling to or soliciting purchases from the Company’s customers and prospective customers with respect to products and services about which he has particular knowledge or expertise; hiring or soliciting any of the Company’s current or recent employees, or otherwise assisting or encouraging any of the Company’s employees to leave; interfering with the Company’s vendor relationships; or developing competing products or services. Mr. Gugino also agrees that with limited exceptions all intellectual property that he develops in connection with his employment with the Company belongs to the Company, and assigns the Company all rights he may have in any such intellectual property.
The foregoing descriptions of the Letter Agreement and Protection of Proprietary Interests Agreement are qualified in their entirety by reference to the full text of such agreements, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated in this report by reference.
There are no transactions in which Mr. Gugino has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In addition, in connection with the change of Mr. McGrew’s role, on July 21, 2025 Danaher’s Compensation Committee approved the following changes to Mr. McGrew’s compensation:
•effective as of February 28, 2026, Mr. McGrew’s annual base salary rate will be $700,000 and his target bonus percentage under the Company’s annual cash incentive compensation program will be 125%; and


•the target dollar value of equity compensation to be awarded to Mr. McGrew in 2026 (to be awarded in accordance with the Company’s standard procedures and timing for annual executive officer equity awards) will be $2,500,000, to be split equally between stock options and time-vested restricted stock units.
The Company issued a press release on July 22, 2025 announcing the anticipated CFO transition. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(c)Exhibits:
Exhibit No.  Description
10.1 
10.2 
99.1 
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*Indicates management contract or compensatory plan, contract or arrangement.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DANAHER CORPORATION
Date:July 22, 2025By:/s/ James F. O’Reilly
James F. O’Reilly
Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer
July 21, 2025 Via E-mail Mr. Matthew Gugino Dear Matt: As we have discussed, we are delighted to extend an offer to promote you to the position of Executive Vice President & Chief Financial Officer with Danaher Corporation (the “Company”). Your new role would be an Executive Officer position, and reports directly to Rainer Blair, President and Chief Executive Officer. The role is based in Washington, D.C. We are confident that you will continue to make major contributions to the Company, and your ongoing leadership will be critical in fully leveraging our talent and the Danaher Business System to achieve our aggressive growth targets. Please allow this letter to serve as documentation of the promotion extended to you. Start Date: Your start date for your new position will be February 28, 2026 (“Start Date”). Base Salary: - Effective as of July 21, 2025, your base salary will be paid at the annual rate of $700,000. - Upon commencement of your new role of Executive Vice President & Chief Financial Officer on February 28, 2026, your base salary will be increased to the annual rate of $825,000. At all times, your base salary is subject to periodic review and is payable in accordance with the Company's usual payroll practices. Incentive Compensation: - Effective as of July 21, 2025, you will continue to be eligible to participate in the Incentive Compensation Plan with a target bonus increased to 90% of your annual base salary, subject to periodic review. The ICP bonus for 2025 will be pro-rated based on the number of days in 2025 for which your target bonus was 65% and the number of days for which your target bonus was 90%. - Upon commencement of your new role of Executive Vice President & Chief Financial Officer on February 28, 2026, your target bonus eligibility will be under the Executive Officer's Annual Cash Incentive Compensation Plan and will be 115%. Any ICP bonus for 2026 will be pro-rated based on the number of days in 2026 you were a participant in the non-executive ICP with a target bonus of 90% and the number of days you are a participant in the executive ICP with a target bonus of 115%. ICP bonuses will be paid in the normal ICP payment cycle on or about March following the ICP plan year. Benefits: You will continue to be eligible to participate in any associate benefit plan that the Company has adopted or may adopt, maintain, or contribute to for the benefit of its regular exempt employees generally, subject to satisfying any applicable eligibility requirements. You will continue to be eligible to participate in our comprehensive health and other insurance benefits immediately and in our 401(k) retirement plan subject to the applicable plan.

 
2 Company Aircraft: Consistent with and subject to Danaher’s Policy Regarding Use of Company Aircraft as it may be amended from time to time, as CFO, you will be entitled to personal use of Danaher’s aircraft up to a value of $50,000 in each calendar year, in accordance with the terms of an FAA-compliant time-sharing agreement to be entered into between you and the Company. Vacation: You will be eligible for vacation benefits pursuant to the Company’s vacation policy. Stock Options / RSUs / PSUs: A recommendation will be made to the Compensation Committee of Danaher’s Board of Directors to grant you a one-time equity award in November 2025, which represents a pro rata award based on an increased annual rate. The target award value of this one-time award would be $1,750,000 and would be 50% stock options and 50% RSUs which would vest 25% per year over 4 years. A recommendation will be made to the Compensation Committee of Danaher’s Board of Directors to grant you an equity award as part of Danaher’s annual equity program at the time 2026 annual equity awards are made to Danaher’s executive officers generally. The target award value of this grant would be $4,200,000. As an Executive Officer, this target award value would be split 50% stock options and 50% Performance Stock Units (PSUs), subject to any changes made by the Compensation Committee of Danaher’s Board of Directors for 2026 Executive Officer equity awards. 50% of the grant of stock options would vest on the third anniversary of the grant date and 50% would vest on the fourth anniversary of the grant date, assuming continued employment. The grant of PSUs would be subject to performance conditions over a performance period of approximately three years, plus an additional two-year holding period with respect to any earned PSUs. During your employment, you will be eligible annually for an equity award under Danaher’s equity compensation program. The equity awards referenced above will be solely governed by the terms and conditions set forth in Danaher’s 2007 Omnibus Incentive Plan and in the particular form of award agreement required to be signed with respect to each award. Unless Danaher’s Compensation Committee determines otherwise, we intend to use the following methodology in connection with such equity awards: • Except as noted above, the target award value of any grant(s) would be split evenly between stock options and PSUs • The target award value attributable to stock options will be converted into a specific number of options (rounded up to the nearest ten) based on the Black-Scholes-Merton valuation model (”Black Scholes”), with any such modifications and assumptions as the Compensation Committee determines. • The target award value attributable to PSUs and RSUs will be converted into a specific number of PSUs or RSUs as applicable (rounded up to the nearest five) using the closing price of Danaher’s common stock on the grant date. While historically Danaher’s share price has increased over time, Danaher cannot guarantee that any award granted to you will ultimately have any particular value or any value. Supplemental Retirement/Deferred Compensation Benefit: You will continue to be eligible to participate in Danaher’s executive supplemental retirement/deferred compensation program. This program is a non- qualified executive benefit designed to supplement retirement benefits that otherwise are limited by IRS regulations; and provide the opportunity for you to defer taxation on a portion of your current income (base salary or ICP bonus or both). Vesting requirements and your participation in the program are subject to all of the terms and conditions set forth in the applicable plan documents.

 
3 Severance Benefits: You will be eligible for severance pay and benefits pursuant to the Senior Leaders Severance Pay Plan for Danaher Corporation and its Affiliated Entities, As Restated and Amended January 1, 2013, as it may be modified or amended from time to time (“Severance Plan”). For purposes of Section III.B of the Severance Plan, the total amount of severance pay for which you are eligible will be equal to your annual base salary at the time of your employment termination. Except for the foregoing provision, all other aspects of your severance pay and benefits shall be governed solely by the terms and conditions of the Severance Plan. Reimbursement for Financial and Tax Assistance: The Company will reimburse you for financial planning and tax preparation services in an amount not to exceed $15,000 annually provided you provide appropriate and satisfactory documentation for such reimbursement and such expenses otherwise satisfy the Company’s practices and policies. At-Will Employment: Nothing in this offer letter shall be construed as any agreement, express or implied, to employ you for any stated term. Your employment with the Company will be on an at-will basis, which means that either you or the Company can terminate the employment relationship at any time and for any reason (or no reason), with or without notice. Conditions of Employment Offer: This offer of employment is expressly conditioned upon your execution and return (no later than the date stated in the Acknowledgment below) of the attached Protection of Proprietary Rights Agreement. We anticipate that you will continue to make a very strong contribution to the success of the Company and believe this is an excellent professional opportunity for you. Regards, Georgeann Couchara Senior Vice President Corporate Human Resources ***ACKNOWLEDGEMENT ON NEXT PAGE***

 
4 Acknowledgement Please acknowledge that you have read, understood and accept this offer of at will employment by signing and returning it to me, along with the above-referenced signed documents no later than July 21, 2025. Matthew Gugino: __________________________________________ Date: ____________________________________________________07/21/25

 
1 DANAHER CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTS I understand that I am or will be employed by Danaher Corporation or one of its affiliated entities (the “Company”). This Agreement Regarding Competition and Protection of Proprietary Interests (“Agreement”) is between me, the undersigned employee, and the Company, on behalf of and for the benefit of itself and all entities owned in whole or in part by Danaher Corporation or its subsidiaries or affiliates (the “Danaher Companies”). In consideration of (i) my employment or continued employment; (ii) access to the Company’s key business relationships and Confidential Information described herein; (iii) the ability to participate in Company-sponsored programs or plans; and/or (iv) other good and valuable consideration provided to me, I agree to the following restrictions, which I acknowledge are reasonable and necessary to protect the Company’s interests. 1. Protection of Confidential Information. a. Definition of “Confidential Information.” The term “Confidential Information” means any information about the Company’s business or employees that is not generally known to the public. Examples of Confidential Information include, but are not limited to, information about: Danaher Business System, customers, vendors, pricing and costs, business strategies and plans, financial data, technology, talent reviews and organizational plans, research and development and businesses methods or processes used or considered by the Company. Confidential Information does not include any specific information that has been voluntarily disclosed to the public by the Company or that has been independently developed and disclosed by others, or that otherwise has entered the public domain through lawful means. However, Confidential Information disclosed by me or others without authorization by the Company shall not be deemed “voluntarily disclosed to the public.” b. Nondisclosure and Prohibition against Misuse. During my employment, I will not use or disclose any Confidential Information, without the Company’s prior written permission, for any purpose other than performance of my duties for the Company or as set forth in Section 4 below. c. Non-Disclosure and Return of Property Upon Termination. After my employment ends, I will not use or disclose any Confidential Information for any purpose. Immediately upon my employment termination, I will return to the Company all Company property that I have in my possession, custody, or control, including, without limitation, any Confidential Information. If I have Confidential Information that has been saved or transferred to any device not owned by the Company, I will immediately notify the Company, and make such device available to the Company so that it may remove any Confidential Information from the device. 2. Protection of Company Interests. a. Definitions. (1) “Competing Products” means (i) products or services similar to or competitive with the products or services sold by the Company for which I had any responsibility during the 24 months preceding my employment termination (“Pre-Termination Period”) and (ii) products or services similar to or competitive with any prospective product or service the Company took steps to develop and for which I had any responsibility during the Pre-Termination Period. (2) “Solicit” means: (i) any comments, conduct or activity that would influence a customer’s decision to continue doing business with the Company, regardless of who initiates contact; and (ii) any comments, conduct or activity that would influence an employee’s decision to resign his employment with the Company or accept employment with me or my new employer, regardless of who initiates contact. (3) “Restricted Customer” means a customer or prospective customer of the Company (i) with whom I had contact or with whom I dealt on behalf of the Company during the Pre-termination Period (defined above); (ii) whose dealings with the Company I coordinated or supervised during the Pre-termination Period; (iii) about whom I obtained Confidential Information during the Pre-Termination Period; or (iv) who received products or services that resulted in compensation, commissions, or earnings for me during the Pre- Termination Period. (4) “Restricted Territory” means any geographic territory (i) in which I performed services for the Company during the Pre-Termination Period; (ii) over which I had sales or management responsibilities for the

 
2 Company during the Pre-Termination Period; (iii) in which the Company employed or engaged personnel that I directly or indirectly supervised or managed during the Pre-Termination Period; or (iv) about which I had access to Confidential Information during the Pre-Termination Period. b. Non-Competition. During my employment I will not engage in any other employment, occupation, consulting or other business activity that competes with or conflicts with my obligations to the Company. Without limiting the foregoing, for 12 months after my employment termination, I will not directly or indirectly, on behalf of myself or in conjunction with any other person or entity: (1) own any business (other than less than 3% ownership in a publicly traded company) that sells Competing Products in the Restricted Territory; or (2) work in the Restricted Territory for any person or entity that sells Competing Products in any role: (i) that involves responsibilities related to the sale of Competing Products; or (ii) developing or implementing strategies to compete with the Company with respect to Competing Products; or (iii) directly or indirectly supervising or managing employees or other personnel who compete with the Company with respect to Competing Products; or (iv) utilizing or disclosing Confidential Information. c. Non-Solicitation of Customers. During my employment and for 12 months after my employment termination, I will not directly or indirectly, on behalf of myself or in conjunction with any other person or entity, solicit or accept business from any Restricted Customer if the products or services that customer intends to purchase are Competing Products. d. Non-Solicitation of Employees. During my employment and for 24 months after my employment termination, I will not directly or indirectly, on behalf of myself or in conjunction with any other person or entity, hire, solicit, recruit, induce, or attempt to hire, solicit, recruit, or induce any employee or independent contractor of the Company, who worked for the Company during the 6 months preceding my employment termination, to work for me or my new employer. e. Limitations on Working for Customers and Vendors. During my employment, and for 12 months after termination of my employment, I will not work for any customers or vendors of the Company in any role in which I would use or disclose or threaten to use or disclose Confidential Information. 3. Non-Disparagement. I agree that during my employment, and after my employment with the Company ends, I will not make any false statement(s) about the Company to other employees, customers, vendors or any other third party. 4. Limitations on Confidentiality and Non-Disparagement. The confidentiality and non-disparagement provisions in this Agreement do not prohibit me from providing truthful information in good faith to any federal or state governmental agency, entity or official investigating an alleged violation of federal or state law or regulation or when I make other disclosures that are protected under applicable law, including, without limitation, the National Labor Relations Act, the Defend Trade Secrets Act, and any rule or regulation promulgated by the Securities and Exchange Commission (SEC), the National Labor Relations Board (NLRB), the Equal Employment Opportunity Commission (EEOC), or any other federal, state, or local government agency. 5. Other Legal Obligations. Nothing in this Agreement relieves me of any duties or obligations that I have to the Company under statutory or common law, which include but are not limited to: fiduciary duties, the duty of loyalty, the duty not to tortiously interfere with business relationships, the duty not to engage in unfair competition, and the duty not to misappropriate trade secrets. 6. Subsequent Employment Protocol. During my employment and for 24 months after termination of my employment, prior to accepting employment with any person or entity, I will provide my prospective employer with a copy of this Agreement, and I consent to the Company’s right, at any time, to notify such employer of this Agreement, as well as the details of any alleged violations thereof. Additionally, within three calendar days after accepting any employment with another employer, I will notify the Company of such subsequent employer’s name, address and telephone number, and the title and description of the job duties for which I have accepted employment. 7. Certifications. By executing this Agreement, I certify that I: (a) have not and will not use or disclose to the Company any confidential information and/or trade secrets belonging to others, including my prior employers; (b) will not use any prior inventions made by me and which the Company is not legally entitled to learn of or use; and (c) am not subject to any prior agreements that would prevent me from fully performing my duties for the Company. I further certify that I have been provided at least 14 calendar days to review, sign and return this Agreement. I acknowledge that the Company, through this Agreement, has notified me of the following: The District of Columbia Ban on Non-Compete Agreements Amendment Act of 2020 limits

 
3 the use of non-compete agreements. It allows employers to request non-compete agreements from “highly compensated employees” under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES). 8. Protection of Proprietary Rights. a. I agree that all Work Product (defined below) and Intellectual Property Rights (defined below) shall be the sole and exclusive property of the Company. “Work Product” means all writings, inventions, discoveries, ideas and other work product of any nature whatsoever that I create on my own or in collaboration with others during my employment with the Company and that relates to the business, contemplated business, research or development of the Company. “Intellectual Property Rights” means all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents and other intellectual property rights arising out of the Work Product, in any jurisdiction throughout the world, and all related rights of priority under international conventions. b. I acknowledge that, by reason of being employed by the Company, all of the Work Product is, to the extent permitted by law, “work made for hire” and is the property of the Company. To the extent that any Work Product is not “work made for hire,” I hereby irrevocably assign to the Company, for no additional consideration, my entire right, title and interest in and to all Work Product and Intellectual Property Rights therein. c. During and after my employment, I agree to reasonably cooperate with the Company to (i) apply for, obtain, perfect and transfer to the Company the Work Product and any Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (ii) maintain, protect and enforce the same. I hereby irrevocably grant the Company power of attorney to execute and deliver any such documents on my behalf and in my name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, in the event that I don’t promptly cooperate with the Company’s request. The power of attorney is coupled with an interest and shall not be affected by my subsequent incapacity. d. I represent and warrant that I am not a party to any agreements which would limit my ability to assign Work Product or Intellectual Property Rights as required by this Section 8. e. I have identified in the space below (and have attached additional paper as needed) all Work Product and Intellectual Property in which I have any right, title or interest, and which were developed by me prior to my employment with the Company and which relate to the actual or anticipated business or research or development of the Company as provided for in this Section 8. ________________________________________________________________________________________________ ________________________________________________________________________________________________ ________________________________________________________________________________________________ 9. Injunctive Relief and Attorney’s Fees. I agree that in the event I breach this Agreement, the Company will be irreparably harmed and entitled to an injunction restraining any further breach, in addition to any other rights to which it is entitled. Further, I will be responsible for all reasonable attorneys’ fees, costs and expenses incurred by the Company if it successfully enforces any portion of this Agreement against me. Additionally, any time periods for restrictions set forth in Section 2 above will be extended by an amount of time equal to the duration of any time period during which I am in violation of this Agreement. 10. Modification & Severability. If any portion of this Agreement shall be held unenforceable, the parties agree that a court of competent jurisdiction may modify the agreement (by adding or removing language) or sever unenforceable provisions in order to render this Agreement enforceable to the fullest extent permitted by law. 11. At-Will Employment Status. I acknowledge and agree that that nothing in this Agreement alters my status as an employee at will. 12. Assignment. This Agreement is personal to me and I may not assign it. The Company may assign it to any assign, or a successor to all or substantially all of the business or assets of the Company, and no further consent from me is necessary. If I previously executed any written agreements with Danaher Corporation of its affiliates that contain provisions similar to the provisions contained in this Agreement, I hereby consent to the assignment of those agreements to the Company.

 
4 13. Change of Position. If the Company changes my position or title with the Company, or my employment changes from one Danaher Company to another, this Agreement and my obligations hereunder will remain in force. 14. Protections for Affiliates and Subsidiaries. This Agreement is intended to benefit all Danaher subsidiaries and affiliates for which I perform services, for which I have customer contact or about which I receive Confidential Information. Therefore, any Danaher Company that may be adversely affected by a breach, and any successor or assignee of such Danaher Company may enforce this Agreement regardless of which entity actually employs me at the time. 15. Cooperation. Both during and after my employment with the Company, I will cooperate with the Company and any other Danaher Company in connection with any investigation or litigation in which the Company believes that I am an individual with knowledge concerning the subject matter of the investigation or litigation. In particular, but without limitation, I will make myself available for meetings, interviews, depositions, and court appearances, as requested by the Company, and to otherwise assist the Company or any other Danaher Company in connection with any such investigation or litigation. I acknowledge that I have been notified in accordance with the Defend Trade Secrets Act of 2016 that I will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. I further acknowledge that I have been notified that if I file a lawsuit for retaliation against the Company for reporting a suspected violation of law, I may disclose the Company’s trade secrets with my attorney and use the trade secret information related to that suspected violation of law in the court proceeding if I: (a) file any document containing the trade secret under seal; and (b) do not disclose the trade secret, except pursuant to court order. 16. Other Agreements. If I executed other written agreements relating to this subject matter with the Company, any other Danaher Company, or Danaher Corporation or any of its affiliates, and/or if I later enter into other written agreements that contain provisions similar to the provisions contained in this Agreement, all such provisions shall be interpreted to provide the Company with cumulative rights and remedies and the benefits and protections provided to the Company under each such agreement shall be given full force and effect. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without applying its conflict of laws principles. The exclusive venue for any litigation based upon any fact, matter or claim arising out of or relating to this Agreement, including any contractual, statutory, tort, or common law claims, shall be the state or federal courts located in Delaware and I hereby consent to any such court’s exercise of personal jurisdiction over me for such purpose. Agreed to by: _______________________________ Associate Signature Danaher Corporation _______________________________ Jenna Gold, Vice President of HR – Danaher Corporate Associate’s Printed Name Print Name and Title Date: __________________________ Date: 7/21/2025 Matthew Gugino 07/21/2025

 
Danaher Announces Transition Plan for Chief Financial Officer WASHINGTON, July 22, 2025 - Danaher Corporation (NYSE: DHR), a leading global life sciences and diagnostics innovator, today announced that Matthew Gugino, currently Group Chief Financial Officer of the Company’s Life Sciences Innovations Group and Vice President of Financial Planning & Analysis, will succeed Matthew McGrew as Danaher’s Chief Financial Officer effective February 28th, 2026. Following the transition and consistent with past practice, Mr. McGrew will continue thereafter as an Executive Vice President of the Company, as he begins a gradual transition to retirement, after more than 20 years with Danaher. “Matt McGrew’s financial leadership over the past two decades has been instrumental in shaping the Danaher you see today. He played a pivotal role in the acquisition of Cytiva, the launches of Envista and Veralto as public companies, and navigating through the pandemic—all while developing a deep talent bench” said Rainer Blair, President and Chief Executive Officer. “We’re grateful he’ll remain with Danaher to support a seamless transition, and we look forward to building on his legacy.” Blair continued, “I’ve had the privilege of working closely with Matt Gugino for more than a decade. His broad experience across Investor Relations, FP&A, M&A, talent development, and most recently as Group CFO, makes him exceptionally well prepared for this next chapter. Matt has been instrumental in shaping our financial strategy and portfolio evolution, and I know he will be an outstanding CFO as we continue to grow Danaher into one of the world’s most respected science and technology leaders.” Mr. McGrew has served as Danaher’s CFO since January 2019. He joined Danaher in 2004 as Director, M&A Finance and served in roles of increasing responsibility including Vice President, Investor Relations from 2009 to 2014 and as a Danaher Group CFO from 2012 to 2018. During his tenure as CFO, Danaher meaningfully increased its growth and margin profile, and nearly doubled both its revenue and market capitalization. Mr. Gugino joined Danaher in 2013 as Director, Investor Relations and served as Vice President, Investor Relations from 2014 to 2022. He has served as Vice President of Financial Planning & Analysis since 2019 and additionally as Group Chief Financial Officer in the Company’s Life Sciences Innovations Group since 2021. Prior to joining Danaher, he was a Vice President of Equity Research at Barclays and Morgan Stanley, and an Associate at KPMG. He holds a Bachelor of Science degree in Accounting and a Master of Accountancy and Professional Consultancy from Villanova University. ABOUT DANAHER Danaher is a leading global life sciences and diagnostics innovator, committed to accelerating the power of science and technology to improve human health. Our businesses partner closely with customers to solve many of the most important health challenges impacting patients around the world. Danaher's advanced science and technology - and proven ability to innovate - help enable faster, more accurate diagnoses and help reduce the time and cost needed to sustainably

 
discover, develop and deliver life-changing therapies. Focused on scientific excellence, innovation and continuous improvement, our 63,000 associates worldwide help ensure that Danaher is improving quality of life for billions of people today, while setting the foundation for a healthier, more sustainable tomorrow. Explore more at www.danaher.com. FORWARD-LOOKING STATEMENTS Statements in this release that are not strictly historical, including any statements regarding events or developments that we believe or anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things: the impact of tariffs and related actions implemented by the U.S. and other countries, the impact of our debt obligations on our operations and liquidity, deterioration of or instability in the global economy, the markets we serve and the financial markets, uncertainties with respect to the development, deployment and use of artificial intelligence in our business and products, the impact of global health crises, uncertainties relating to national laws or policies, including laws or policies to protect or promote domestic interests and/or address foreign competition, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including rules relating to off-label marketing and other regulations relating to medical devices and the healthcare industry), the results of our clinical trials and perceptions thereof, our ability to effectively address cost reductions and other changes in the healthcare industry, our ability to successfully identify and consummate appropriate acquisitions and strategic investments, our ability to integrate the businesses we acquire and achieve the anticipated growth, synergies and other benefits of such acquisitions, contingent liabilities and other risks relating to acquisitions, investments, strategic relationships and divestitures (including tax-related and other contingent liabilities relating to past and future IPOs, split-offs or spin-offs), security breaches or other disruptions of our information technology systems or violations of data privacy laws, the impact of our restructuring activities on our ability to grow, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation, regulatory proceedings and other contingent liabilities including intellectual property and environmental, health and safety matters, the rights of the United States government with respect to our production capacity in times of national emergency or with respect to intellectual property/production capacity developed using government funding, risks relating to product, service or software defects, product liability and recalls, risks relating to our manufacturing operations, the impact of climate change, legal or regulatory measures to address climate change and other sustainability topics and our ability to address regulatory requirements or stakeholder expectations relating to climate change and other sustainability topics, risks relating to fluctuations in the cost and availability of the supplies we use (including commodities) and labor we need for our operations, our relationships with and the performance of our channel partners, uncertainties relating to collaboration arrangements with third-parties, the impact of deregulation on demand for our products and services, labor matters and our ability to recruit, retain and motivate talented employees, U.S. and non-U.S. economic, political, geopolitical, legal, compliance, social and business factors (including the impact of elections, regulatory changes or uncertainty and military conflicts), disruptions and other impacts relating to man-made and natural disasters, inflation and the impact of our By-law exclusive forum provisions. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2024 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the second quarter of 2025. These forward-looking statements speak only as of the date of this release and except to the

 
extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise. For further information: • Media: media@danaher.com • Investor: John T. Bedford, Vice President, Investor Relations, investor.relations@danaher.com Danaher Corporation, 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037, Telephone: (202) 828-0850, Fax: (202) 828-0860