Georgeann Couchara
DANAHER CORP /DE/About Georgeann Couchara
Georgeann F. Couchara is Senior Vice President – Human Resources at Danaher (DHR), age 48 as of February 3, 2025, and has served in her current role since April 2022, reporting directly to the CEO on human capital strategy execution . Prior roles include Vice President–Talent (2021–2022), Vice President–HR for Danaher Life Sciences (2019–2021), and SVP–HR & Communications at Pall (2017–2019) . Executive incentive frameworks at DHR emphasize core revenue growth, operating margin expansion, EPS, and free cash flow; her 2024 personal objectives focused on internal fill rate, engagement/retention, talent development, HR effectiveness via DBS, change management, M&A support, and sustainability, linking HR outcomes to corporate performance drivers . Governance features include a rigorous no-fault clawback, stock ownership requirements, three-year PSU performance periods with additional two-year holding, and no “single-trigger” change-of-control benefits, aligning compensation with long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Danaher Corporation | Senior Vice President – Human Resources | Apr 2022–present | Leads enterprise human capital strategy, reporting to CEO; DBS-driven HR effectiveness and talent outcomes |
| Danaher Corporation | Vice President – Talent | Jan 2021–Apr 2022 | Enterprise talent management and succession architecture |
| Danaher Life Sciences | Vice President – Human Resources | Jul 2019–Jan 2021 | Segment HR leadership for Life Sciences portfolio |
| Pall (Danaher subsidiary) | Senior Vice President – HR & Communications | Jun 2017–Jul 2019 | HR and communications leadership supporting segment execution |
External Roles
No external public-company directorships or committee roles disclosed for Couchara.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 660,000 | 726,000 |
| Target Bonus (%) | 115% | 115% |
| Actual Annual Incentive Paid ($, Non-Equity Incentive Plan Comp) | 878,922 | 1,051,974 |
| Bonus ($, discretionary) | 0 | 0 |
| All Other Compensation ($) | 125,077 | 160,058 |
| All Other Comp – 401(k) Contribution ($) | — | 24,096 |
| All Other Comp – ECP Company Contribution ($) | — | 92,171 |
| All Other Comp – Other ($) | — | 43,791 |
Performance Compensation
| Component | Metric/Objectives | 2024 Target | 2024 Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| Annual Cash Incentive (ICP) | HR outcomes: internal fill rate, engagement, retention; plus talent development, HR effectiveness via DBS, change management, M&A support, sustainability (GHG) | Threshold $417,450; Target $834,900; Max $1,669,800 | Paid $1,051,974 | Annual program under Omnibus Plan |
| Stock Options (annual) | Time-based equity | 11,632 options at $255.87 strike, grant-date FV $1,260,676 | — | Option term to 3/1/2034; vesting per Omnibus Plan (four-year schedules typical; see footnotes) |
| Stock Options (supplemental) | Time-based equity | 3,490 options at $255.87 strike, grant-date FV $378,246 | — | Option term to 3/1/2034; time-based vesting |
| RSUs | Time-based equity | 1,466 RSUs, grant-date FV $371,631 | 1,498 shares vested in 2024, value $386,226 | One-third or one-fourth per year per footnote terms (3–5 year schedules) |
| PSUs | Market/performance-conditioned equity | Threshold 1,222; Target 4,886; Max 9,772; grant-date FV $1,389,041 | No 2024 PSU vest disclosed for Couchara | Three-year performance period plus mandatory two-year holding post-vesting |
Option/RSU vesting schedules: company footnotes indicate standard time-based schedules, e.g., one-third on each of the third–fifth anniversaries or one-fourth on each of the first four anniversaries, depending on grant form .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total Beneficial Ownership (shares) | 38,554 (includes options to acquire 36,415 shares and 1,482 DCP-attributable shares) |
| Ownership as % of Outstanding | <1% of common stock |
| Options Exercised in 2024 | 2,622 shares; value realized $450,876 |
| Stock Awards Vested in 2024 | 1,498 shares; value realized $386,226 |
| Outstanding Options (selected grants) | 11,632 unexercisable (3/1/2034, $255.87); 3,490 unexercisable (3/1/2034, $255.87); 1,722 exercisable / 5,168 unexercisable (5/15/2033, $201.59); 15,267 unexercisable (2/24/2033, $221.29); 7,699 unexercisable (2/24/2032, $241.22); 2,673 exercisable / 1,785 unexercisable (2/24/2031, $198.09); 4,016 exercisable / 1,004 unexercisable (2/24/2030, $139.30); 12,743 exercisable (7/15/2029, $125.35); 4,469 exercisable (2/24/2029, $100.81); 4,176 exercisable (2/24/2028, $88.24) |
| Outstanding RSUs (unvested) | 1,466 (3/1/2024) MV $336,520; 1,861 (5/15/2023) MV $427,193; 573 (2/24/2021) MV $131,532; 312 (2/24/2020) MV $71,620 |
| Outstanding PSUs (unearned) | 1,222 (3/1/2024) MV $281,715; 2,825 (2/24/2023) MV $654,496 |
| Hedging/Pledging Policy | Hedging of Danaher securities is prohibited; stock ownership requirements apply to all executive officers |
Employment Terms
| Term | Detail |
|---|---|
| Severance Plan | Senior Leader Severance Pay Plan: cash equal to annual base salary (for termination without cause) and benefits continuation; for Couchara at 12/31/2024, cash $726,000 and benefits continuation $20,874 |
| Change-of-Control | Company policy: no “single-trigger” change-of-control benefits |
| Equity Treatment upon Death (as of 12/31/2024) | Accelerated/continued vesting intrinsic value: options $532,818; RSUs/PSUs $1,921,993; ECP acceleration $88,922; total $2,543,733 |
| Clawback | Rigorous, no-fault clawback policies triggered even in absence of wrongdoing |
| Deferred Compensation | 2024 executive contributions to DCP $80,182; 2024 aggregate DCP earnings $59,291; aggregate DCP balance $438,915; ECP company contributions $92,171; ECP aggregate balance $245,099 |
| Perquisites (2024 “All Other Comp” detail) | 401(k) company contributions $24,096; ECP company contributions $92,171; other $43,791 |
Compensation Committee Analysis
- Compensation Committee members (2023 proxy): Alan G. Spoon (Chair), Teri List, Jessica L. Mega, MD, MPH, Walter G. Lohr, Jr. .
- Program governance “What We Do/Don’t Do” includes independent consultant, multi-metric design aligned to strategy, minimum one-year vesting, no tax gross-ups (except broad policies), and no overlapping metrics between short- and long-term plans .
Investment Implications
- Pay-for-performance alignment: Couchara’s cash incentive ties to quantifiable HR outcomes (internal fill rate, engagement, retention) and strategic HR initiatives that influence talent quality and operating effectiveness—supporting execution risk mitigation and DBS-driven performance culture .
- Equity mix and retention: A blend of options, RSUs, and PSUs with multi-year vesting and a two-year PSU holding requirement creates multi-year alignment; 2024 exercises (2,622 options) and ongoing unvested balances indicate continuing vesting over 2025–2034, moderating near-term selling pressure but implying periodic liquidity events as tranches vest/exercise .
- Severance/change-of-control: No single-trigger benefits and severance equal to one year of salary reduce windfall risks; death/retirement treatment shows structured acceleration mechanics—limited shareholder-unfriendly features like tax gross-ups are explicitly avoided .
- Ownership: Beneficial ownership <1% with significant option overhang and deferred comp balances suggests economic exposure primarily through incentive equity rather than material outright stock stakes; hedging prohibition and executive ownership requirements maintain alignment, though no pledging details are disclosed .