Jose-Carlos Gutierrez-Ramos
DANAHER CORP /DE/About Jose-Carlos Gutierrez-Ramos
Senior Vice President and Chief Science Officer at Danaher since December 2020; age 62 as of February 3, 2025. Prior roles include VP, Drug Discovery at AbbVie (Jan–Dec 2020) and President & CEO of Repertoire Immune Medicines (Aug 2018–Jan 2020) . 2024 incentive metrics: Company Adjusted EPS $7.51 (payout 90%), Free Cash Flow Ratio 97.2% (payout 147.8%), and Core Revenue Growth -1.5% (payout 133.3%), yielding a 110% Company Payout Percentage for annual cash incentives . Long-term PSU program for the 2022–2024 cycle paid 0% as Danaher’s three-year absolute TSR was -4.28% and ranked at the 29th percentile versus the S&P 500; PSUs require a three-year performance period plus a two-year post-vest holding period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Danaher | SVP – Chief Science Officer | Dec 2020–present | Enterprise science leadership across R&D portfolio |
| AbbVie | Vice President – Drug Discovery | Jan–Dec 2020 | Senior R&D leadership at a global biopharma |
| Repertoire Immune Medicines | President & CEO | Aug 2018–Jan 2020 | Company leadership at an immuno-biotech platform |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in Company filings; not a Danaher director |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 754,000 | 784,160 | 862,580 |
| Target Bonus (% of Base) | 115% | 115% | 115% |
| Actual Bonus Paid – Non-Equity Incentive Plan ($) | 1,408,170 | 1,116,409 | 1,329,236 |
Performance Compensation
2024 Annual Cash Incentive – Company Performance Matrix
| Metric | Threshold | Target | Maximum | Actual | Payout % (Before Weighting) | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted EPS | $7.15 | $7.60 | $7.95 | $7.51 | 90.0% | 54% |
| Free Cash Flow Ratio | 75% | 90% | 105% | 97.2% | 147.8% | 29% |
| Core Revenue Growth | -3.5% | -2.0% | -0.5% | -1.5% | 133.3% | 27% |
| Company Payout Percentage | 110% |
- Personal objectives for 2024 focused on enhancing R&D capabilities, prioritizing investments, leading AI integration, M&A/investments support, engagement/talent management, and S&T sustainability; target bonus = 115% of base salary .
2024 Equity Awards (Grants of Plan-Based Awards)
| Award Type | Grant Date | Exercise/Price | Shares/Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Stock Options (annual) | 3/1/2024 | $255.87 | 16,285 | 50% on 4th and 5th anniversaries (footnote 4) | 1,764,968 |
| Stock Options (special) | 3/1/2024 | $255.87 | 6,979 | 25% each year over 4 years (footnote 6) | 756,384 |
| RSUs (special) | 3/1/2024 | — | 2,932 | 25% each year over 4 years (footnote 8) | 743,262 |
| PSUs (annual) | 3/1/2024 | — | Target 6,840 (Thresh 1,710; Max 13,680) | 3-year performance + 2-year holding; relative TSR + ROIC modifier | 1,944,544 |
- Special 2024 equity grant (target $1.5M, split evenly options/RSUs) vests annually over four years to enhance retention in a competitive market for the role .
PSU Program Structure (applies to 2024 grants)
- Primary metric: Relative TSR vs S&P 500 over ~3 years. Payout curve: 0% below 35th percentile; 50% at 35th; 100% at 55th; 200% at ≥75th; linear interpolation in-between .
- ROIC modifier: three-year average ROIC change vs baseline can ±10% the payout; payouts capped at 200% .
- Absolute TSR guardrails: if absolute TSR negative, max 100% vests; if positive, minimum 25% vests .
- Post-vest holding: additional two-year hold; shares delivered after 5 years from performance period start; dividends accrue and pay only if PSUs vest and are delivered .
- Outcome (cycle ended 2024): No PSUs earned for 2022–2024 due to three-year absolute TSR -4.28% and 29th percentile relative rank .
2024 Realization
| Item | 2024 |
|---|---|
| Shares vested (total stock awards) | 6,071 |
| Value realized on vesting ($) | 1,544,091 |
| PSU shares that vested (subset) | 3,155 |
| PSU value realized ($) | 803,894 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 30,569 shares; includes options to acquire 24,855 shares and 1,172 DCP shares; <1% of class |
| Stock Ownership Guidelines | Senior Vice President requirement: 2x base salary; all NEOs in compliance as of 12/31/2024 |
| Anti-Pledging/Hedging | Pledging prohibited for executives; no NEO has pledged any shares; hedging and shorting prohibited |
| Deferred Compensation | DCP balance $444,041; ECP balance $215,093; 2024 registrant ECP contributions $51,644; vested PSUs under hold $734,105 |
| 2024 Year-End Unvested RSUs | 2,932 (2024 grant) MV $673,041; 3,391 (2023 grant) MV $778,404; 829 (2022 grant) MV $190,297 (MV at $229.55) |
| 2024 Year-End Unearned PSUs | 1,710 (2024 grant) PV $394,377; 3,390 (2023 grant) PV $785,395 (includes dividend equivalents) |
| Options – Selected Grants (Unexercisable at 12/31/2024) | 16,285 (3/1/2024, $255.87); 6,979 (3/1/2024, $255.87); 18,320 (2/24/2023, $221.29); 14,214 (2/24/2022, $241.22); 9,901 (2/24/2021, $198.09) |
| Options – Selected Grants (Exercisable at 12/31/2024) | 3,053 (2/24/2023, $221.29); 4,948 (2/24/2021, $198.09) |
Note: 2024 PSU vesting remains under a mandatory hold until end of 2025, reducing near-term sellable supply from those awards .
Employment Terms
- Start date and tenure: Joined December 2020; ~4 years in role by Feb 2025 .
- Annual incentive framework: Company metrics (Adjusted EPS, FCF Ratio, Core Revenue Growth) drive “Company Payout Percentage,” combined with individual goals for a composite payout .
- Severance and restrictive covenants: Covered by Proprietary Interest Agreement (restrictive covenants) and participates in the Senior Leader Severance Pay Plan; Company disclosures indicate no separate change-in-control provision in the Plan or NEO employment agreements .
- Clawbacks: Rigorous restatement-based clawback; in 2025, an additional misconduct-based clawback enables recovery up to 100% of annual incentives and equity gains during the recovery period for misconduct causing serious harm .
- No “single-trigger” change-in-control benefits; no tax gross-ups (other than broad policies like relocation); no defined benefit pension for NEOs .
Potential Payments as of 12/31/2024
| Scenario/Benefit | Termination Without Cause ($) | Death ($) |
|---|---|---|
| Accelerated/continued vesting of stock options | — | 538,439 |
| Accelerated/continued vesting of RSUs/PSUs | — | 2,675,089 |
| Benefits continuation | 19,163 | — |
| Cash under Senior Leader Severance Pay Plan | 862,580 | — |
| Accelerated ECP/EDIP balance | — | 49,760 |
| Total | 881,743 | 3,263,288 |
Observed severance cash equals 2024 base salary, indicating an approximate 1x salary cash severance under the Senior Leader Severance Pay Plan for a without-cause termination (based on the disclosed amount) .
Compensation Governance and Shareholder Feedback
- 2024 Say-on-Pay approval: 93% of votes cast supported NEO pay .
- Compensation Committee (2025): Teri List (Chair), Jessica L. Mega, Alan G. Spoon .
- Independent consultant and peer practices: The Committee utilizes an independent compensation consultant and periodically reviews peer compensation; historically worked with FW Cook and does not target a specific market percentile .
Investment Implications
- Pay-for-performance alignment: Annual incentive outcomes tied to EPS/FCF/Core Growth (110% Company Payout in 2024) while long-term PSUs (relative TSR with ROIC modifier and 2-year hold) paid 0% for the 2022–2024 cycle, reinforcing alignment with shareholder returns amid underperformance on TSR for that period .
- Retention dynamics: A 2024 special equity grant (target $1.5M split between options and RSUs) with four-year vesting increases retention value; PSU post-vest two-year hold and anti-hedging/anti-pledging policies further align interests and temper near-term selling pressure .
- Ownership and guidelines: As an SVP, he is required to hold 2x salary in stock; NEOs were in compliance as of 12/31/2024; beneficial ownership is <1% of outstanding shares, typical for a functional leader at a large-cap issuer .
- Downside protection and governance: No single-trigger CIC benefits, robust clawbacks (including the 2025 misconduct-based policy), and no tax gross-ups support governance quality and reduce shareholder risk from pay practices .