2018 Guide to Effective Proxies

2.17.5 Elements of pay tables | 359 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Compensation Discussion and Analysis 2017 Executive Compensation The chart below summarizes key information with respect to each pay element represented in Danaher’s 2017 executive compensation program: PAY ELEMENT PRIMARY OBJECTIVES FORM PERFORMANCE REQUIREMENT KEY COMMITTEE CONSIDERATIONS IN DETERMINING 2017 COMPENSATION 2016-2017 CHANGE IN AMOUNT REPORTED IN SUMMARY COMPENSATION TABLE* Long-Term Incentive Compensation (Equity) • Attract, retain and motivate skilled executives • Align the interests of management and shareholders by ensuring that realized compensation is: O in the case of stock options, commensurate with long-term changes in share price; O in the case of PSUs, tied to (1) long-term changes in share price at all performance levels, and (2) attainment of TSR-based performance goals; and O in the case of RSUs, tied to (1) long-term changes in share price at all performance levels, and (2) attainment of financial performance goals. Stock options (50%) 5-year, time- based vesting schedule Options only have/increase in value if Danaher stock price increases • This element represented the most significant component of compensation for each named executive officer for 2017. • Because this element best supports our retention and motivation objectives and aligns the interests of our executives and shareholders, it has the heaviest weighting of all our executive compensation program elements. +27% (CEO) +11 – 26% (other NEOs) Performance stock units (PSUs) (25%) 3-year relative TSR performance (plus additional 2-year holding period) Restricted stock units (RSUs) (25%) 5-year, time- based vesting schedule, plus performance- based vesting criteria * Only includes NEOs who were executive officers for all of 2016-2017. 24 DANAHER 2018 PROXY STATEMENT Total of 02 pages in section DANAHER CORPORATION