John Schwieters
DANAHER CORP /DE/About John T. Schwieters
Independent director of Danaher Corporation (DHR) since 2003; age 85. Background includes Principal at Perseus TDC (2013–2023), Senior Executive and Senior Advisor roles at Perseus, LLC (2009–2016), and leadership of the Mid-Atlantic region and tax practice at a major global accounting firm; has chaired audit committees of several NYSE-listed companies. Core credentials: public accounting, tax accounting, finance; Audit Committee financial expert; currently serves on Danaher’s Audit and Nominating & Governance Committees; independence affirmed by the Board. Other current public directorship: Veralto Corporation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perseus TDC (real estate investment & development) | Principal | Jul 2013–May 2023 | Executive experience in finance and investment (biography) |
| Perseus, LLC (merchant bank/private equity) | Senior Executive; Senior Advisor | May 2012–Jun 2016; Mar 2009–May 2012 | Private equity and finance leadership (biography) |
| Global accounting firm (Mid-Atlantic region) | Regional Leader; previously led tax practice | Not disclosed | Public accounting/tax leadership; chaired audit committees of several NYSE-listed public companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Veralto Corporation | Director | Current | Listed as other public directorship |
Board Governance
- Committee memberships: Audit; Nominating & Governance. In 2023 he served as Audit Committee Chair; as of March 1, 2025 the Audit Committee Chair is A. Shane Sanders, with Schwieters continuing as a member (reflects planned chair rotation and succession).
- Audit Committee members are independent under NYSE/Rule 10A‑3, financially literate, and qualify as audit committee financial experts; the Board specifically determined Schwieters qualifies as an audit committee financial expert.
- Meeting cadence and engagement: In 2024, the Board met 5 times (97% overall attendance; 11 directors at 100%); Audit met 7 times; Nominating & Governance met 7 times. All directors attended the May 2024 annual meeting.
- Independence: Board affirmatively determined Schwieters is independent. For routine commercial transactions with organizations linked to independent directors, amounts were <1.5% of the other organization’s and Danaher’s revenues in 2024. Non-management directors meet in executive session chaired by the Lead Independent Director.
Fixed Compensation (Non-Management Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $152,500 | Annual director cash retainer paid quarterly; reimbursements for out-of-pocket expenses |
Performance Compensation (Non-Management Director; 2024)
| Component | Amount (USD) | Grant Mechanics |
|---|---|---|
| Stock Awards (RSUs) | $101,833 | RSUs vest at the earlier of 1-year from grant or immediately prior to next annual meeting; shares issued at death or ~6 months post-retirement from Board |
| Option Awards | $102,144 | Options fully vested at grant; fair value via Black‑Scholes (7.0-year life; 4.45% risk-free; 25.23% volatility; 0.41% dividend yield) |
| Performance Metric | Applied to Director Pay? | Details |
|---|---|---|
| Financial/ESG targets (e.g., revenue, EBITDA, TSR) | No | Non-management director equity awards are time-based RSUs and fully vested options; no disclosed performance conditions |
Other Directorships & Interlocks
| Company | Relationship to DHR | Interlock/Notes |
|---|---|---|
| Veralto Corporation | Former DHR business (public spin) | Schwieters serves as director; potential information flow benefits; no related-party transactions disclosed tied to him |
Expertise & Qualifications
- Skills and qualifications: M&A, Accounting, Finance; extensive public accounting/tax/finance experience in large, global organizations.
- Audit Committee financial expert designation (Item 407(d)(5)).
- Board skills matrix shows Finance and M&A among areas of expertise; Board emphasizes directors’ capacity and availability; annual evaluation confirms sufficient time/engagement.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 64,854 | Includes options to acquire 26,609 shares and 36,245 shares held indirectly; percent of class is less than 1% (*) |
| Options outstanding | 23,320 | All options fully vested (director awards); counts as of Dec 31, 2024 |
| Unvested RSUs | 390 | As of Dec 31, 2024 |
| Phantom shares (2024) | Not listed | 2024 phantom shares reported for certain directors; Schwieters not among those electing full deferral |
| Ownership guideline | ≥5x annual cash retainer | All directors in compliance; RSUs and phantom shares count; options and pledged shares do not count |
| Pledging/Hedging | Prohibited | Company anti-pledging policy for directors; longstanding Rales exemptions reviewed quarterly by Audit Committee; no pledging indicated for Schwieters |
Governance Assessment
- Strengths: Decades-long audit and finance expertise; prior Audit Committee Chair and current member; audit financial expert designation; independence affirmed; active participation within committees with high meeting cadence; Board-level stock ownership and anti-hedging policies in place; directors meet in executive session; all directors in compliance with ownership guidelines. These factors support board effectiveness and investor alignment.
- Considerations: Advanced age (85) underscores succession planning importance for committee leadership; chair transition from Schwieters (2023) to Sanders (2025) reflects ongoing refresh. A 2024 shareholder proposal cited high “against” votes for several directors in 2023 (including Schwieters), signaling pockets of investor scrutiny. Management disclosed robust investor engagement and Audit Committee oversight on key governance topics (e.g., pledge review).
RED FLAG: 2024 shareholder proponent referenced >156 million “against” votes for Schwieters in 2023, indicating notable opposition among some holders; while the proponent’s figures are not Company assertions, they highlight historical scrutiny of board composition and director performance.
Signal: Chair rotation in Audit (from Schwieters to Sanders) aligns with best-practice refresh and capacity stewardship; continued designation of audit financial experts and frequent committee updates (e.g., cybersecurity oversight) bolster risk oversight credibility.
Notes on Related-Party Exposure and Policies
- Related Person Transactions are reviewed/approved by Nominating & Governance; 2024 transactions linked to independent directors were <1.5% of the counterparty’s and Danaher’s annual revenues.
- Anti-pledging and anti-hedging policies apply to directors; Rales exemptions are subject to quarterly Audit Committee risk review.