Elias Zerhouni
DANAHER CORP /DE/About Elias A. Zerhouni
Elias A. Zerhouni, MD (age 73) is an independent director of Danaher, serving since 2009. He is President and Vice Chairman of OPKO Health and previously led global R&D at Sanofi, directed the U.S. National Institutes of Health (NIH), and held senior leadership roles at Johns Hopkins School of Medicine; he is widely regarded as a leading authority in radiology and medical trends . Board tenure and background align with Danaher’s life sciences/diagnostics focus and governance needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi S.A. | President, Global R&D | 2011–Jun 2018 | Led large-scale pharma R&D; strategic alignment with Danaher health tech portfolio |
| Zerhouni Holdings | Chairman & President | 2008–2011 | Advisory/consulting across nonprofit and other organizations |
| U.S. NIH | Director | 2002–2008 | Government/regulatory expertise; oversight of national medical research agenda |
| Johns Hopkins School of Medicine | Vice Dean for Research; Executive Vice Dean; Dept. Chair (Radiology) | 1996–2002 | Academic leadership; deep technical insight into medical technologies |
| ModeX Therapeutics | Chairman & Co‑Founder | Oct 2020–May 2022 (acquired by OPKO) | Oncology/viral therapeutics; entrepreneurial biotech track record |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| OPKO Health, Inc. (public) | President & Vice Chairman; Director | May 2022 | Current external public company directorship (and executive role) |
Board Governance
- Committees: Chair, Science & Technology Committee; Member, Nominating & Governance Committee .
- Committee meeting cadence (2024): Science & Technology (5), Nominating & Governance (7) .
- Independence: Board determined Dr. Zerhouni is independent under NYSE standards .
- Attendance: Board held 5 meetings in 2024; all directors attended at least 88%, and 11 attended 100% of Board and committee meetings .
- Executive sessions: Non‑management directors meet in executive session after regularly scheduled Board meetings, chaired by the Lead Independent Director .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | — | 100% of cash fees deferred into phantom shares under the Non‑Employee Directors’ Deferred Compensation Plan |
| Stock Awards | 249,333 | Includes RSUs and value of deferred fees accounted for as stock awards (phantom shares) |
| Option Awards | 102,144 | Grant date fair value using Black‑Scholes assumptions disclosed |
| Total | 351,477 | Sum of components |
Program design and vesting terms:
- Annual equity split: 50% options (fully vested at grant), 50% RSUs (vest at earlier of 1 year or immediately prior to next annual meeting; shares delivered at death or 7 months post‑retirement) .
- Deferred compensation: Cash fees may be deferred to phantom shares; distributions in shares after service ends or 1–5 years thereafter .
Performance Compensation
Directors do not receive performance‑based equity (e.g., PSUs) or cash incentives; director pay is structured as cash retainers and time‑based equity. Options only realize value with share price appreciation; RSUs are time‑vested. No director‑specific performance metrics apply .
| Compensation Element | Performance Metrics Tied | Vesting/Holding | Additional Details |
|---|---|---|---|
| Annual RSUs | None | Vest at earlier of 1 year or immediately prior to next annual meeting; delivery deferred | Aligns with long‑term shareholder interests; no dividends before distribution |
| Annual Options | None (market‑based) | Fully vested at grant | Value only if stock appreciates; 7-year life assumed for valuation in 2024 table |
| Deferred Cash → Phantom Shares | None | Distribution timing elected | Converted at quarterly close price; dividends accrue as phantom shares |
Other Directorships & Interlocks
| Company | Board/Role | Committee Roles | Notes/Interlock Considerations |
|---|---|---|---|
| OPKO Health, Inc. | Director; President & Vice Chairman | Not disclosed | External public company role; Danaher independence affirmed. Board reviewed ordinary‑course subsidiary transactions with organizations employing independent directors; each was <1.5% of the other organization’s and Danaher’s revenues in 2024 . No related‑party transactions disclosed for Dr. Zerhouni . |
Expertise & Qualifications
- Global/International; Life Sciences; Diagnostics; Healthcare Management; Product Innovation; Public Company CEO/President; Government/Legal/Regulatory .
- Recognized physician‑scientist and radiology research leader with deep technical knowledge of research/clinical applications relevant to Danaher’s portfolio .
Equity Ownership
| Category | Detail | Notes |
|---|---|---|
| Total Beneficial Ownership | 39,503 shares | Includes options to acquire 26,609 shares and 7,500 shares held indirectly; <1% of outstanding shares |
| Options Outstanding (12/31/24) | 23,320 | Fully vested; aggregate options owned per director equity table |
| Unvested RSUs (12/31/24) | 390 | Annual director RSU award |
| Phantom Shares Received (2024) | 600 | From deferral of 100% of cash fees |
| Ownership Guidelines | 5x annual cash retainer; all directors compliant | Beneficial ownership includes RSUs and phantom shares; excludes unexercised options and pledged shares |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for directors | Anti‑pledge policy exempts certain long‑standing Rales pledges; not applicable to Dr. Zerhouni |
Note: Beneficial ownership table (26,609 options) and director equity table (23,320 options) differ in option counts; both are reported disclosures for different purposes and may reflect differing counts across exercisable/aggregate categories .
Governance Assessment
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Strengths
- Science & Technology Committee Chair: positions Dr. Zerhouni at the center of innovation oversight, R&D strategy, and disruptive tech risk assessment—material for Danaher’s long‑term moat in life sciences/diagnostics .
- Independence affirmed; service on Nominating & Governance reinforces board refreshment, evaluation rigor, and oversight of related‑party transactions policy .
- High alignment: deferral of 100% of cash fees into equity (phantom shares) plus RSUs/options supports shareholder alignment and long‑term orientation .
- Board/committee cadence and overall attendance support effective oversight (Board 5 meetings; S&T 5; N&G 7; 97% overall attendance) .
-
Watch Items / Potential Conflicts
- External executive role at OPKO Health: while independence is affirmed and no related‑party transactions are disclosed for Dr. Zerhouni, monitor for any future Danaher‑OPKO dealings; the Nominating & Governance Committee reviews related‑party transactions and ordinary‑course interactions were below materiality thresholds in 2024 .
- Option count discrepancy across tables (23,320 vs. 26,609) suggests careful tracking of exercisable vs. aggregate reporting in filings; not a red flag but worth precision in modeling ownership alignment .
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Overall Signal
- Dr. Zerhouni’s governance profile (S&T Chair, N&G member, independence, strong domain expertise) and pay structure (equity‑heavy, fee deferral) are supportive of investor confidence in board oversight of science/tech strategy and related risks, with no disclosed conflicts tied to his external role .