Alan Spoon
DANAHER CORP /DE/About Alan G. Spoon
Independent director of Danaher (DHR), age 73, serving since 1999. Former Managing General Partner at Polaris Partners with prior C-suite roles at a large, publicly-traded education and media company, bringing product innovation, digital/AI, M&A, finance and public company leadership expertise. Determined independent under NYSE standards, with Board skills matrix highlighting his strategic and technology credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Partners | Managing General Partner; Partner; Partner Emeritus | MGP 2000–2010; Partner 2000–2018; Emeritus Jan 2016–Jun 2018 | Private equity leadership; insights into technology/life sciences trends and financing |
| Major U.S. education/media company (unnamed) | President, COO, CFO | Not disclosed | Public company leadership; strategy, executive compensation perspective |
External Roles
| Company | Role | Status | Potential Interlocks/Notes |
|---|---|---|---|
| Fortive Corporation | Director | Current | Prior Danaher spin-off; others on DHR board have served at Fortive, but no related-party transactions tied to Spoon disclosed |
| IAC/InterActiveCorp | Director | Current | Consumer internet; no DHR related-party transactions disclosed |
| Match Group, Inc. | Director | Current | Consumer internet; no DHR related-party transactions disclosed |
| Cable One, Inc. | Director | Within past five years | Prior service only; no DHR related-party transactions disclosed |
Board Governance
- Committees: Compensation Committee member (2025); previously Compensation Committee Chair (2023) .
- Independence: Affirmatively determined independent by the Board under NYSE standards .
- Attendance: 5 Board meetings in 2024; overall Board/committee attendance 97% with all directors ≥88% and 11 directors at 100%; Compensation Committee met 4 times in 2024 .
- Capacity: Guideline limits to ≤3 other public company boards in addition to DHR; all directors in compliance (Spoon holds three) .
- Lead Independent Director: Linda Filler, chairs executive sessions and governance evaluations; provides investor engagement and agenda control .
- Stock ownership and trading policies: Directors must hold ≥5x annual cash retainer; all directors compliant; anti-pledging (with legacy Rales exceptions under quarterly Audit oversight), anti-hedging; rigorous clawback policies .
- Compensation governance: FW Cook serves as independent consultant; no other services or conflicts; robust best practices (no tax gross-ups, no single-trigger CIC, one-year minimum vesting) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | — | — |
| Stock Awards ($) | 241,730 | 249,333 |
| Option Awards ($) | 96,403 | 102,144 |
| Total ($) | 338,133 | 351,477 |
Notes:
- Spoon elected to defer 100% of cash fees into phantom shares under the Non-Employee Directors’ Deferred Compensation Plan (shown within “Stock Awards”) .
- 2024 phantom shares credited: 600; 2023 phantom shares credited: 641 .
Performance Compensation
Directors do not receive performance-based pay; equity grants align director interests with shareholders via annual RSUs and stock options per the non-management director program.
| Equity Element | 2023 | 2024 |
|---|---|---|
| RSU structure | Vests at earlier of 1 year or pre-next AGM; shares issued after retirement or death (deferral feature) | Same as 2023 |
| Option structure | Fully vested at grant; 7-year model used for fair value; options support long-term alignment | Fully vested at grant; 7-year model; Black-Scholes assumptions disclosed |
| Unvested RSUs (#) | 485 | 390 |
| Stock options outstanding (#) | 25,528 | 23,320 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | Fortive; IAC; Match Group |
| Shared boards within DHR context | Fortive has historical ties to DHR (spin-off); several DHR directors have served there; no Spoon-specific related-party transactions disclosed |
| Related-party transactions | DHR disclosed Rales-related aviation and Commanders suite arrangements; BlackRock services; Dewan investments; none attributed to Spoon |
Expertise & Qualifications
- Product innovation, digital/AI technology, M&A, finance, public company CEO/President experience .
- Private equity and growth investing; technology and life sciences trend insight .
Equity Ownership
| Metric | As of 12/31/2023 | As of 12/31/2024 | As of 3/1/2025 |
|---|---|---|---|
| Beneficial ownership (#) | 104,514 | — | 111,554 |
| Percent of class | <1% | — | <1% |
| Options counted in beneficial ownership (#) | 25,528 | — | 26,609 |
| Other indirect shares (#) | 8,700 | — | 8,700 |
| Options outstanding (#) | 25,528 | 23,320 | — |
| Unvested RSUs (#) | 485 | 390 | — |
| Phantom shares credited (year) (#) | 641 (2023) | 600 (2024) | — |
Ownership alignment and policy compliance:
- Meets director stock ownership guidelines (≥5x cash retainer); all directors compliant .
- Anti-hedging/anti-pledging policy applies; no pledging disclosed for Spoon .
Governance Assessment
- Committee leadership and experience: Spoon chaired DHR’s Compensation Committee in 2023 and continues as a member, supporting strong pay governance and consultant independence; shift to a different chair in 2025 suggests active refreshment rather than diminished influence .
- Independence and capacity: Long-tenured yet affirmed independent; in compliance with DHR’s board service limits; broad external board experience without disclosed conflicts at DHR—positive for investor confidence .
- Attendance and engagement: Board/committee cadence and high attendance rates indicate robust engagement; Compensation Committee met four times in 2024 with multi-topic oversight .
- Director pay mix: All-equity plus deferral of cash fees into phantom shares maximizes alignment; RSU issuance timing and mandatory deferrals enhance long-term focus; modest year-over-year compensation increase consistent with market and program design .
- Shareholder signals: Strong say-on-pay support (93% in 2024; 95% in 2023) underscores confidence in compensation governance Spoon helped oversee .
RED FLAGS
- None disclosed specific to Spoon (no related-party transactions, pledging, or attendance shortfalls). Note: long tenure can be viewed by some investors as a potential independence risk, but DHR’s Board maintains annual independence reviews and refreshment efforts (new directors added; tenure reduction) .