Jessica Mega
DANAHER CORP /DE/About Jessica L. Mega, MD, MPH
Independent director of Danaher Corporation since 2019; age 50. Former Chief Medical and Scientific Officer at Verily Life Sciences (2015–2023), previously cardiologist and senior investigator at Brigham & Women’s Hospital (2008–2015), Harvard Medical School faculty, and TIMI Study Group genetics program lead. Current public company directorship: Boston Scientific Corporation; advisory/directorship roles at Duke-Margolis Center for Health Policy and Research!America. The Board has affirmatively determined she is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verily Life Sciences LLC (Alphabet) | Chief Medical and Scientific Officer | 2015–2023 | Led clinical and science; translated tech innovations into patient-outcome programs. |
| Brigham & Women’s Hospital | Cardiologist and Senior Investigator | 2008–2015 | Led international trials; directed TIMI genetics program. |
| Harvard Medical School | Faculty | 2008–2015 (overlap per bio) | Academic leadership in clinical research and genetics. |
| TIMI Study Group | Senior Investigator; Genetics Program Lead | 2008–2015 (overlap per bio) | Cardiovascular trials and genetics strategy. |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Boston Scientific Corporation | Director | Current | Public company board service. |
| Duke-Margolis Center for Health Policy | Board of Advisors | Current | Health policy advisory. |
| Research!America | Board of Directors | Current | Non-profit research advocacy governance. |
Board Governance
- Committee assignments: Compensation Committee member; Science & Technology Committee member. Not a chair.
- Independence: Board determined Dr. Mega is independent (NYSE standards).
- 2024 meeting cadence (context): Board met 5 times; overall Board/committee attendance was 97% with 11 directors at 100%. Committees met as follows—Audit: 7; Compensation: 4; Nominating & Governance: 7; Science & Technology: 5; Executive: 0; Finance: 2.
- Independent director executive sessions are held, chaired by the Lead Independent Director.
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Compensation | Member | 4 | Oversees exec pay, equity plans, ownership requirements; uses independent consultant FW Cook. |
| Science & Technology | Member | 5 | Reviews innovation strategy, portfolio competitiveness, disruptive trends. |
Fixed Compensation (Director – FY 2024)
| Component | FY 2024 ($) | Notes |
|---|---|---|
| Cash retainer | 125,000 | Paid quarterly in arrears; no meeting fees. |
| Stock awards (RSUs, grant-date fair value) | 101,833 | RSUs vest at the earlier of one year or just prior to next annual meeting; shares issued at death or ~7 months post-retirement. |
| Option awards (grant-date fair value) | 102,144 | Director options are fully vested at grant; valuation assumptions include 7.0-year option life. |
| Total | 328,977 | Sum of cash and equity grant-date fair values. |
- Non-Employee Director Compensation Program: annual equity awards split equally by target value between options and RSUs; simple structure emphasizing equity alignment.
- Deferred Compensation: directors may elect to defer cash fees into phantom shares; Dr. Mega did not defer in 2024.
Performance Compensation (Director Equity Structure)
| Term/Metric | Design | Detail |
|---|---|---|
| RSU vesting | Time-based | Vests at earlier of first anniversary of grant or immediately prior to next annual meeting; settlement deferred until death or ~7 months after retirement. |
| Options vesting | Time-based | Fully vested at grant for directors. |
| Award mix | Equity-only | 50% options, 50% RSUs (by target value) for annual director grants. |
| Dividends on RSUs (valuation) | Not accrued pre-distribution | RSU fair value discounted because RSUs do not accrue dividend rights prior to distribution. |
| Performance metrics | None disclosed for directors | Director compensation uses time-vesting; no performance-based director pay metrics disclosed. |
Executive performance metrics (TSR, ROIC, Core Revenue Growth, Free Cash Flow Ratio) apply to NEO PSUs, not to director compensation.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Boston Scientific Corporation | Public | Director | No related-party transactions involving Dr. Mega disclosed by Danaher. |
Expertise & Qualifications
- Life sciences, healthcare management, clinical trials, data science; digital/AI technology; government/legal/regulatory familiarity.
- Strategic alignment with Danaher’s focus in diagnostics, life sciences, and tech-enabled healthcare innovation.
Equity Ownership (Alignment & Policies)
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Mar 1, 2025) | 7,831 shares (<1%) | Consists entirely of options exercisable within 60 days. |
| Options outstanding (12/31/2024) | 7,831 (all vested) | Director options fully vested; exercisable. |
| Unvested RSUs (12/31/2024) | 390 | Vests per director RSU schedule; settlement deferred. |
| Phantom shares (2024) | None | No 2024 deferral election noted for Dr. Mega. |
| Pledged shares | None permitted | Danaher prohibits director pledging; exception applies only to long-standing Rales pledges, reviewed quarterly. |
| Ownership guidelines | 5x annual cash retainer within 5 years | Beneficial ownership includes RSUs and phantom shares (not options); all directors are in compliance. |
Governance Assessment
- Board effectiveness: Mega’s Compensation Committee role supports pay governance rigor alongside an independent consultant (FW Cook), with committee independence and conflict vetting disclosed, strengthening investor confidence in compensation oversight.
- Strategic fit: Her clinical/science and AI/data background aligns with Science & Technology Committee mandate and Danaher’s portfolio evolution toward life sciences/diagnostics, reinforcing board domain depth.
- Independence and engagement: Confirmed independent; Board/committee cadence indicates active oversight (Board 5 meetings; Compensation 4; S&T 5; 97% overall attendance; 11 directors at 100%).
- Alignment and incentives: Director pay structure emphasizes equity (options and RSUs) with deferred settlement, creating long-term alignment; ownership guidelines at 5x retainer with compliance across the Board.
- Conflicts/related-party exposure: No related-person transactions disclosed involving Dr. Mega; Danaher operates a formal Related Person Transactions Policy overseen by Nominating & Governance.
- Shareholder signals: 2024 say-on-pay support at 93% suggests broad investor alignment with compensation governance (context for Compensation Committee members).
- RED FLAGS: None disclosed specific to Dr. Mega (no hedging/pledging, no RPTs, independence affirmed). Note: legacy pledging by Danaher co-founders (Steven and Mitchell Rales) is an ongoing board-level governance consideration but is subject to periodic Audit Committee oversight with quantitative risk checks.