Feroz Dewan
DANAHER CORP /DE/About Feroz Dewan
Independent director of Danaher (DHR), age 48, serving since 2022. Dewan is CEO of Arena Holdings Management LLC (since 2016) and previously led Public Equities at Tiger Global Management (2003–2015) after an associate role at Silver Lake Partners (2002–2003). His board skills emphasize Global/International, Digital/AI Technology, M&A, Accounting, and Finance, with experience in valuation, investments, acquisitions, financial reporting, risk management, corporate governance, capital allocation, and operational oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arena Holdings Management LLC | Chief Executive Officer | 2016–present | Investment and capital allocation leadership |
| Tiger Global Management | Head of Public Equities (prior roles since 2003) | 2003–2015 | Led public equities; valuation and portfolio oversight |
| Silver Lake Partners | Private Equity Associate | 2002–2003 | Technology-focused LBO/growth investments |
External Roles
| Entity | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | None | Current | No current public boards |
| The Kraft Heinz Company | Director | Past (within last 5 years) | Prior public company board service |
| Fortive Corporation | Director | Past (within last 5 years) | Prior public company board service |
Board Governance
- Committee assignments: Finance Committee; Nominating & Governance Committee; Science & Technology Committee (not a chair) .
- Independence: Board determined Dewan is independent under NYSE standards; all Audit, Compensation, and Nominating & Governance Committees are fully independent .
- Attendance and engagement: DHR reported five Board meetings in 2024; overall Board/committee attendance was 97%, with all directors at least 88% and 11 directors at 100%; directors attended the May 2024 annual meeting. Executive sessions of non-management directors are held after regularly scheduled Board meetings, led by the Lead Independent Director .
- Lead Independent Director context: Linda Filler serves as Lead Independent Director and Nominating & Governance Chair, presiding over executive sessions and liaising with the Chair; relevant to Dewan’s committee work and governance processes .
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash ($) | — (100% of 2024 cash fees deferred into phantom shares under the Directors’ Deferred Compensation Plan; phantom shares accounted under “Stock Awards”) |
| Stock Awards ($) | 226,833 (grant-date fair value per ASC 718; includes RSUs and phantom shares from deferral) |
| Option Awards ($) | 102,144 (grant-date fair value via Black-Scholes) |
| Total ($) | 328,977 |
| 2024 Phantom Shares Received (#) | 508 |
| Unvested RSUs at 12/31/2024 (#) | 390 (director RSUs vest on earlier of 1 year from grant or immediately prior to next annual meeting; share issuance delayed until separation per plan terms) |
| Stock Options Outstanding (#) | 3,358 (all director options fully vested) |
Director compensation structure: The non-management director program targets a simple mix of cash and equity, with annual equity awards equally split between options (fully vested at grant) and RSUs (time-based vest), plus optional deferral of cash fees into phantom shares; Omnibus Plan annual cap of $800,000 for director cash+equity (plus $500,000 for any non-executive Board chair/vice-chair) .
Performance Compensation
- Directors’ equity awards are time-based (no performance metrics), aligning interests via ownership, vesting, and post-issuance timing for RSUs; options realize value only if stock appreciates .
| Director Equity Award Terms | RSUs | Options |
|---|---|---|
| Vesting | Earlier of 1 year or immediately prior to next annual meeting; shares issued at death or 7 months post-retirement | Fully vested at grant; 10-year term (program standard) |
| Dividend/Dividend Equivalents | RSUs do not accrue dividend rights pre-distribution | Not applicable |
| Alignment Mechanism | Ownership, holding, deferred issuance | Value only if DHR stock price increases |
| Source | Program description | Program description |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| The Kraft Heinz Company | Past director (within 5 years) | No current interlock with DHR disclosed |
| Fortive Corporation | Past director (within 5 years) | Prior Danaher spin-out; no current interlock disclosed |
Expertise & Qualifications
- Skills: Global/International; Digital/AI Technology; M&A; Accounting; Finance .
- Qualifications cited: Extensive experience in technology and technology-related companies; valuation, investments and acquisitions; financial reporting; risk management; corporate governance; capital allocation; operational oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 4,736 (<1% of outstanding) |
| Options Included | 3,358 options (fully vested) |
| Phantom Shares Included | 1,378 phantom shares (director deferral plan) |
| Unvested RSUs | 390 (excluded from beneficial ownership table notes but disclosed separately) |
| Ownership Guidelines | Directors must beneficially own ≥5× annual cash retainer within 5 years; beneficial ownership includes RSUs and phantom shares; excludes options and pledged shares. All directors are in compliance . |
| Hedging/Pledging Policy | Hedging prohibited; pledging prohibited for directors/officers (legacy exemptions only for Rales brothers); Audit Committee monitors pledge risk quarterly . |
Governance Assessment
- Strengths supporting investor confidence:
- Independence and multi-committee roles (Nominating & Governance; Science & Technology; Finance) enhance oversight breadth in governance, innovation/AI, and capital allocation .
- High alignment: 100% cash fees deferred to phantom shares in 2024; material equity mix via RSUs and options; compliant with robust stock ownership guidelines .
- Board-level attendance and process quality: Strong overall attendance (97%; 11 directors at 100%); rigorous annual Board/committee/director evaluations led by Lead Independent Director; active shareholder engagement program .
- Potential conflicts/RED FLAGS:
- New venture fund involvement: DHR’s fund GP formed a “New Fund” in 2024 in which Steven Rales, Mitchell Rales, and Feroz Dewan intended to invest; DHR negotiated amendments to mitigate conflicts (management fee offsets tied to New Fund, reinvestment limits, and research financing restrictions). This underscores related-party sensitivity and N&G oversight needs; note mitigation steps reduce direct conflict risk but the arrangement warrants ongoing monitoring by investors .
- Additional governance signals:
- Committee independence and use of FW Cook as independent consultant (no other services) for compensation-related advice (including non-management director compensation), which supports process integrity .
- Anti-hedging/anti-pledging policies (with legacy exceptions only for the Rales brothers under monitored arrangements) reduce alignment risk for independent directors like Dewan .
Overall: Dewan’s independence, committee breadth, and fee deferral into equity bolster alignment and governance quality. The 2024 “New Fund” investment participation alongside the Rales brothers is the key monitoring item for potential conflicts, albeit with company-negotiated safeguards in place .