Brian Ellis
DANAHER CORP /DE/About Brian Ellis
Senior Vice President and General Counsel of Danaher (DHR) through August 25, 2025 (then Senior Vice President through February 28, 2026 to support transition). The company characterized his tenure as “nearly a decade” as General Counsel and credited him with leading legal work across major separations (Fortive, Envista, Veralto) and acquisitions (Cepheid, Cytiva) . In 2024, DHR delivered $23.9B sales, $4.9B operating profit, $6.7B operating cash flow; three-year PSU tranche for 2022–2024 paid 0% (TSR 29th percentile), underscoring strict pay-for-performance . 2024 annual bonus was formulaic on Adjusted EPS ($7.51), Free Cash Flow Ratio (97.2%), and Core Revenue Growth (-1.5%) with a 110% company payout factor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Danaher (DHR) | Senior Vice President, General Counsel | “Nearly a decade” through Aug 25, 2025 | Led legal on major separations (Fortive, Envista, Veralto) and acquisitions (Cepheid, Cytiva) |
| Danaher (DHR) | Senior Vice President (transition role) | Aug 25, 2025 – Feb 28, 2026 | Transition support ahead of retirement |
External Roles
- No public company board roles or external directorships disclosed for Ellis in DHR’s 2024–2025 proxy statements .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | 800,670 |
| All Other Compensation ($) and components | 119,535 (401(k) $24,096; ECP $51,644; other perqs $43,795) |
Performance Compensation
- Annual cash incentive (structure and outcomes)
| Element | FY 2024 Design/Actual |
|---|---|
| Target Bonus % of Salary | 115% (SVP, General Counsel) |
| Company Payout Metrics (weighting) | Adjusted EPS (heaviest), Free Cash Flow Ratio, Core Revenue Growth |
| FY 2024 Actual Metrics | Adjusted EPS $7.51; Free Cash Flow Ratio 97.2%; Core Revenue Growth -1.5% |
| FY 2024 Company Payout Factor | 110% |
| FY 2024 Actual Cash Bonus ($) | 1,123,340 |
- Long-term equity (grants, fair value, vesting, performance)
| Grant Type | Grant Date | Shares/Units | Exercise Price | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| Stock Options | Mar 1, 2024 | 12,795 | $255.87 | 1,386,722 | Time-vest; 50% on 3rd and 4th anniversaries (Mar 1, 2027 & Mar 1, 2028) |
| PSUs (Target) | Mar 1, 2024 | 1,344 | N/A | 1,527,774 | 3-yr relative TSR vs S&P 500 (55th pct = 100%; 75th = 200%; <35th = 0%); ±10% ROIC modifier; 2-yr post-vest holding; negative absolute TSR caps at 100% |
| PSUs (Target outstanding from 2023) | Feb 24, 2023 | 3,390 | N/A | — | Same PSU structure; 2-yr holding post performance period |
| FY 2024 PSU vesting from prior cycles | Feb 2024 vest | 3,943 | N/A | Value realized $1,004,676 | Shares in mandatory holding until end of 2025 |
Notes:
- Company PSU outcome 2022–2024: 0% earned (TSR 29th percentile), highlighting rigorous outcome linkage .
- 2021–2023 PSU cycle (for NEOs broadly) earned 66%; Ellis-specific amounts for that cycle are reflected in his 2024 vesting data above .
Equity Ownership & Alignment
| Ownership and Policy | Detail |
|---|---|
| Beneficial Ownership | 178,388 shares (includes options to acquire 155,858 shares; and 11,921 deferred compensation shares) as of Mar 1, 2025; <1% of outstanding |
| Exercisable Options | 155,858 included in beneficial ownership |
| Unexercised/Unvested Equity | 2024 options (12,795) unvested; 2023 options (18,320) unvested; PSUs outstanding: 2024 target 1,344; 2023 target 3,390 (subject to performance/holding) |
| 2024 Stock Vesting/Exercises | Options exercised: none; PSU shares vested: 3,943 ($1,004,676 value realized) |
| Ownership Guidelines | SVP multiple = 2× base salary; all NEOs in compliance as of Dec 31, 2024 |
| Pledging/Hedging | Directors and executive officers prohibited from pledging (other than grandfathered director pledges) and hedging; no NEO pledged shares |
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment/Restrictive Covenants | Proprietary Interest Agreements for NEOs include confidentiality, non-disparagement, non-compete, non-solicit; IP assignment; duration varies by executive |
| Severance Plan | Senior Leader Severance Pay Plan: minimum 3 months salary plus 1 month per year of service (cap 12 months) and benefits continuation during severance period; no change-in-control provision |
| Ellis – Termination Without Cause (as of 12/31/2024) | Cash under plan: $800,670; benefits continuation: $19,999; total: $820,669 |
| Ellis – Death (as of 12/31/2024) | Acceleration/continued vesting value: options $1,144,174; RSUs/PSUs $1,459,031; ECP vested acceleration $49,760; total: $2,652,965 |
| Deferred Compensation | 2024 aggregate balances: EDIP $1,791,356; ECP $511,596; DCP $416,424; PSUs in mandatory holding $917,457 |
| Clawback Policies | “No-fault” restatement-based clawback (NYSE-compliant and extended scope) and 2025 misconduct-based clawback (up to 100% recovery of cash incentives, option gains, and stock awards during recovery period) |
Compensation Structure Analysis
- Strong at-risk mix: 2024 pay skewed to equity (options + PSUs), with annual cash bonus tied to non-GAAP Adjusted EPS (heaviest), Free Cash Flow Ratio, and Core Revenue Growth; 2024 company factor at 110% and Ellis’s actual cash bonus at $1.12M indicate measured payout amidst modest -1.5% core revenue growth .
- Performance rigor: 2022–2024 PSUs paid 0% (29th percentile TSR), demonstrating downside risk in equity; 2021–2023 PSUs paid 66% (aggregate NEOs), showing symmetrical linkage .
- Governance guardrails: robust clawbacks (restatement and misconduct), no single-trigger CIC, anti-hedging/pledging, ownership requirements met—limiting misalignment and risk-taking incentives .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 93% approval in May 2024, indicating broad investor endorsement of pay design/outcomes .
- Ongoing engagement: outreach to holders of ~25% of shares on strategy, compensation, and sustainability .
Investment Implications
- Alignment: Ellis’s package emphasizes multi-year TSR/ROIC performance with a two-year holding period post-PSU vesting—supportive of long-term value creation and limiting near-term sell pressure. 2024 option tranches vest in 2027–2028; 2023 PSU shares (if earned) would be delivered in 2028, and 2024 PSUs in 2029, creating structured windows but extended holding timelines .
- Risk controls: stringent clawbacks, ownership rules, and anti-hedging/pledging policies reduce governance red flags; no CIC windfalls, and severance follows standard plan math (Ellis: ~$0.82M without-cause as of 2024) .
- Transition watch items: With Ellis transitioning out by Feb 2026 and a new GC appointed (effective Aug 25, 2025), legal leadership continuity appears well-managed; monitor Form 4 activity for any planned disposition programs, PSU performance trajectories (2023–2025 and 2024–2026 cycles), and potential retirement-driven equity settlement timing .