Charles Lamanna
DANAHER CORP /DE/About Charles W. Lamanna
Charles W. Lamanna, age 37, joined Danaher’s Board in February 2025 as an independent director. He is Corporate Vice President of the Business & Industry Copilot team at Microsoft, leading AI-powered business applications including Power Platform, Dynamics 365, and Copilot Studio, and previously helped develop Microsoft Azure infrastructure and founded MetricsHub (acquired by Microsoft in 2013). He was proposed by a third-party search firm and brings deep AI and product innovation expertise relevant to life sciences and healthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President, Business & Industry Copilot | 2009–present | Drives AI innovation in Copilot, Power Platform, Dynamics 365; led Azure infrastructure teams |
| MetricsHub | Founder & CEO | 2012–2013 | Early public cloud management solution; acquired by Microsoft in 2013 |
External Roles
| Organization | Role | Start | Public Company Boards | Notes |
|---|---|---|---|---|
| Microsoft Corporation | Corporate Vice President | 2009 | None | Senior product and engineering leadership in AI/ML, low-code platforms, autonomous agents |
| — | — | — | None | No other public company directorships disclosed |
Board Governance
- Committee assignments: Member, Science & Technology Committee; the committee met 5 times in 2024 and oversees innovation strategy, technology portfolio, R&D/commercialization processes, and disruptive science trends .
- Independence: Board affirmed Lamanna is independent under NYSE standards; non-management directors meet in executive session led by the Lead Independent Director .
- Board/Committee attendance context: The Board met 5 times in 2024; overall director attendance was 97%, with 11 directors at 100%. Lamanna joined in February 2025, so 2024 attendance metrics are context rather than attributable to him .
- Lead Independent Director: Linda Filler serves as Lead Independent Director and chairs Nominating & Governance, with authority over agendas, schedules, executive sessions, and shareholder engagement .
Fixed Compensation
| Component | Structure | Amounts/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | Paid quarterly in arrears | Program feature (no 2025 dollar amount disclosed) | Historical amounts: $120k (2019), $115k (2018), $125k (2021/2022) |
| Committee chair retainers | Audit, Compensation, Nominating & Governance, S&T | Historical: Audit $25k; Comp $20k; N&G $15–20k; S&T $20k | Program reviewed annually by FW Cook |
| Lead Independent Director retainer | Additional cash retainer | Historical: $30k (2018/2019), $40k (2021/2022) | — |
| Meeting fees | Per-meeting fee in excess of 20 per year | Historical: $2,000 per extra meeting | — |
Director 2024 compensation (Lamanna):
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Charles W. Lamanna | — | — | — | — |
| Footnote: Lamanna joined the Board in February 2025; no 2024 compensation reported . |
Performance Compensation
| Equity Component | Vesting/Delivery | Design/Mechanics | Notes |
|---|---|---|---|
| Annual RSUs | Vest at earlier of 1 year or immediately prior to next AGM; shares delivered at death or 7 months post-retirement | Dividend equivalents accrue but paid only upon delivery of vested shares | Program feature |
| Annual Options | Fully vested at grant; 10-year term typical for Danaher options programs | Aligns compensation with long-term share price changes | Program feature |
- Director equity mix: Annual awards are split 50/50 between options and RSUs (target award value basis) .
- Deferred compensation: Directors may defer cash fees into phantom shares; distributions in Danaher stock post-service .
Other Directorships & Interlocks
| Company | Type | Interlock/Exposure | Detail |
|---|---|---|---|
| Microsoft Corporation | External employer | Potential interlock | Lamanna is a Microsoft executive; separately, DHR director Teri List serves on Microsoft’s board, creating network overlap (List’s other public directorships include Microsoft) . |
| Related transactions policy | Governance | Mitigant | Board reviewed ordinary-course transactions involving organizations employing independent directors; amounts were <1.5% of the other organization’s and Danaher’s revenues in 2024; overseen under Related Person Transactions Policy by N&G Committee . |
Expertise & Qualifications
- Digital/AI technology, product innovation, and global experience; skills matrix credits Lamanna specifically with Digital/AI Technology and Product Innovation .
- AI leadership in enterprise software and autonomous agents; transforms AI into real-world tools (Copilot) aligned to life sciences/healthcare workflow potential .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition |
|---|---|---|---|
| Charles W. Lamanna | 290 | <1% | Consists of options to acquire 290 shares (counted as beneficially owned) |
- Director stock ownership guidelines: Minimum beneficial ownership of 5× annual cash retainer within five years of election; beneficial ownership includes RSUs and phantom shares and excludes unexercised options and pledged shares. Each director is in compliance with policy (new directors have a five-year compliance window) .
- Anti-pledging/hedging: Directors prohibited from pledging Danaher stock (except pre-2013 legacy pledges by founders) and from hedging/derivatives; Audit Committee oversees pledge risks quarterly .
Governance Assessment
- Board effectiveness signal: Lamanna adds scarce AI/product innovation expertise aligned with Danaher’s Science & Technology oversight and sector focus; his committee assignment positions him to influence R&D and innovation priorities .
- Independence/engagement: Board affirmed his independence; DHR’s governance framework includes majority voting, proxy access, executive sessions, and a proactive refresh (five new directors in six years) enhancing board capacity and diversity of skills .
- Ownership alignment: Director equity is structurally tied to long-term value via option/RSU design and delayed RSU share delivery; stock ownership guideline enforces minimum holdings within five years .
- Potential conflicts (monitoring): Dual exposure to Microsoft—with Lamanna as an executive and another DHR director on Microsoft’s board—creates an interlock warranting ongoing oversight. DHR’s related-party framework and disclosed ordinary-course transaction limits (<1.5% revenue thresholds) mitigate risk; N&G Committee pre-approves related-party dealings .
- RED FLAGS: None disclosed specific to Lamanna. No pledging/hedging permitted; no director-specific related-party transactions identified; 2024 attendance strong at Board/committee level (Lamanna not yet serving) .
Overall, Lamanna’s appointment strengthens Danaher’s board with cutting-edge AI expertise critical to future diagnostics/life-science workflows, with independence affirmed and compensation/ownership structures aligned to long-term shareholder value. Ongoing monitoring of Microsoft interlocks and ordinary-course transactions remains prudent under DHR’s governance policies .