A. Shane Sanders
DANAHER CORP /DE/About A. Shane Sanders
A. Shane Sanders, age 62, has served as an independent director of Danaher Corporation since 2021. He is Audit Committee Chair and a member of the Nominating & Governance Committee, and the Board has affirmed his independence under NYSE standards; he is also designated an audit committee financial expert. Sanders’ background spans senior finance and transformation roles at Verizon, with direct oversight experience in cybersecurity risk management, and earlier finance roles at Hallmark Cards, Safelite Group, and Grant Thornton, bringing deep accounting, finance, and risk expertise to Danaher’s board oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications | Senior Vice President, Business Transformation | Mar 2020 – Dec 2022 | Co-led implementation of Verizon Enterprise Security Council focused on cybersecurity and IT security risk management |
| Verizon Communications | Senior Vice President, Corporate Finance | 2015 – Mar 2020 | Leadership across financial planning and analysis, audit, public reporting, compliance |
| Verizon Communications | Finance leadership positions | 1997 – 2022 | Broad finance/accounting leadership across a large, dynamic organization |
| Hallmark Cards | Finance roles | Not disclosed | Finance experience in retail consumer products |
| Safelite Group | Finance roles | Not disclosed | Finance experience in vehicle glass services |
| Grant Thornton | Began career in audit/tax/advisory | 1984 | Foundational accounting/audit background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commvault | Director | Not disclosed | Other public directorship listed for Sanders |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Chair | 7 |
| Nominating & Governance Committee | Member | 7 |
- The Board determined all Audit Committee members (including Sanders) are independent, financially literate, and qualify as “audit committee financial experts.”
- Audit Committee oversight explicitly covers major financial, legal/compliance, reputational, cybersecurity, privacy and climate risks; Danaher’s CISO/CIO brief the Committee multiple times per year on cybersecurity program and incidents.
- Overall Board/committee attendance in 2024 was 97%; 11 directors attended 100% of meetings; Board met five times. (Director-specific attendance not disclosed.)
- Independence: Board affirmatively determined Sanders is independent under NYSE standards.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Cash Fees | — | Sanders deferred 100% of his 2024 cash director fees into phantom shares under the Non‑Employee Directors’ Deferred Compensation Plan |
| Stock Awards (RSUs) | 226,833 | Grant date fair value under ASC 718 |
| Option Awards | 102,144 | Grant date fair value under ASC 718 |
| Total | 328,977 | Sum of 2024 director compensation |
| Phantom Shares Received (2024) | 508 | Issued via deferral election into phantom shares |
Program features for non‑management directors:
- Annual equity split between options and RSUs; options fully vested at grant; RSUs vest at earlier of first anniversary or immediately prior to next annual meeting, with share issuance delayed until death or seven months post‑retirement from the Board.
Performance Compensation
| Equity Detail | Quantity / Value | Vesting / Terms |
|---|---|---|
| 2024 RSU grant value | $226,833 | Vests at earlier of 1 year or immediately prior to next annual meeting; shares issued upon death or 7 months after Board retirement |
| 2024 Option grant value | $102,144 | Options fully vested at grant (per director program); 7.0‑year life used in valuation assumption |
| Unvested RSUs (12/31/2024) | 390 | As of year‑end |
| Outstanding Stock Options (12/31/2024) | 4,838 | Fully vested |
Danaher’s director program is not performance‑metric based; equity aligns director incentives with long‑term shareholder value via option/RSU structure and deferral mechanics.
Other Directorships & Interlocks
| Company | Relationship to DHR | Note |
|---|---|---|
| Commvault | Other public company board | Listed as Sanders’ current public directorship; no related‑party transactions disclosed with Sanders |
- Related person transactions disclosed primarily involve Danaher co‑founders (Steven and Mitchell Rales), aircraft management/interchange agreements, and a Washington Commanders suite; no related‑party items disclosed for Sanders.
Expertise & Qualifications
- Skills: Global/International; Digital/AI Technology; M&A; Accounting; Finance.
- Audit committee financial expert designation (Item 407(d)(5) of Regulation S‑K).
- Cybersecurity/IT security risk oversight experience from leading Verizon Enterprise Security Council; informs Audit Committee’s cyber risk oversight.
Equity Ownership
| Ownership Element (as of Mar 1, 2025 unless noted) | Shares | Notes |
|---|---|---|
| Total Beneficial Ownership | 6,790 | Includes options and phantom shares; less than 1% of class |
| Options (exercisable included in beneficial ownership) | 4,838 | Included in beneficial ownership disclosure |
| Phantom Shares (deferred comp) | 1,952 | Included in beneficial ownership disclosure |
| Unvested RSUs (12/31/2024) | 390 | Outstanding director RSUs at year‑end |
Ownership alignment policies:
- Directors must meet stock ownership guidelines: at least 5× annual cash retainer within five years; phantom shares and RSUs count; pledged shares do not count; all directors are in compliance.
- Anti‑pledging/hedging: Directors prohibited from pledging or hedging Danaher stock; grandfathered pledges apply only to Steven/Mitchell Rales with Audit Committee quarterly oversight; no pledges disclosed for Sanders.
Governance Assessment
- Strengths: Independent director with deep finance and transformation background; Audit Chair and audit committee financial expert; cyber risk oversight experience directly relevant to the Committee’s remit; full alignment via deferral of 100% of cash fees to phantom shares in 2024; compliance with director ownership policy.
- Engagement: Board overall attendance at 97%; committee cadence (Audit 7; N&G 7) suggests active oversight; director capacity annually reviewed with focus on attendance, preparation, and engagement.
- Compensation quality: Director program emphasizes equity alignment with transparent RSU issuance deferral and option design; FW Cook engaged as independent consultant; annual limits under Omnibus Plan constrain director pay levels.
- Conflicts/Red Flags: No related‑party transactions disclosed for Sanders; independence affirmed; anti‑pledging policy in place; nothing disclosed on hedging, tax gross‑ups, or loans tied to Sanders. (General related‑party items relate to Rales entities.)
- Broader context: 2024 say‑on‑pay received 93% support; governance framework includes proxy access, majority voting with resignation policy, separate Chair/CEO with Lead Independent Director and robust committee risk oversight.