Linda Filler

About Linda Filler

Independent director at Danaher since 2005; age 65. Former President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer at Walgreen Co.; earlier senior roles at Claire’s Stores, Walmart, Kraft Foods, and Hanesbrands. Serves as Lead Independent Director and Chair of the Nominating & Governance Committee; member of the Science & Technology Committee, bringing deep marketing/branding and general management expertise to a life sciences/diagnostics portfolio .

Past Roles

External Roles

Board Governance

• Lead Independent Director: presides over meetings without the Chair, calls meetings of independent directors, liaises with Chairman, approves Board info, agendas and schedules, and engages with major shareholders. Combined LID and Nominating & Governance chair role is an intentional “leadership synergy” per Board, enhancing evaluation and governance effectiveness .
• Committees: Chair, Nominating & Governance; Member, Science & Technology .
• Independence: Board determined Filler is independent under NYSE listing standards .
• Years of service: Director since 2005 .
• 2024 Board/committee cadence: Board met 5 times; committee meetings held—Audit 7, Compensation 4, Nominating & Governance 7, Science & Technology 5. Overall 2024 attendance was 97%; eleven directors attended 100% (company-wide statistic) .
• Stock ownership policy for directors: required beneficial ownership of at least 5× annual cash retainer within five years; all directors are in compliance. Beneficial ownership includes RSUs and phantom shares; excludes unexercised options and pledged shares .

Fixed Compensation

• Structure (recent disclosure, consistent across 2020–2022 proxies):

  • Annual cash retainer: $125,000
  • Lead Independent Director annual cash retainer: $40,000
  • Committee chair annual cash retainer: Audit $25,000; Compensation/Nominating & Governance/Science & Technology $20,000
  • Per-meeting fee if exceeding 20 aggregate Board/committee meetings: $2,000

• 2024 Actual (Danaher-paid amounts to Linda Filler): | Component | Amount ($) | |---|---| | Fees Earned or Paid in Cash | 187,500 | | Total Director Compensation (cash + equity grant-date fair value) | 391,477 |

Notes: Cash fees reflect role-based retainers (including LID and Nominating & Governance chair) under the program above; any meeting fees would only apply if aggregate meetings exceeded 20 in the year .

Performance Compensation

• Annual equity program for non-management directors: equity split equally between stock options and RSUs; options fully vested at grant; RSUs vest at earlier of first anniversary or immediately prior to next annual meeting, with shares not issued until death or first day of the seventh month post Board retirement .
• 2024 grants and outstanding awards (as of 12/31/2024): | Metric | Value | |---|---| | Stock Awards (grant-date fair value) | $101,833 | | Option Awards (grant-date fair value) | $102,144 | | Aggregate Unvested RSUs | 390 | | Aggregate Stock Options Outstanding | 19,392 (fully vested) |

Other Directorships & Interlocks

Expertise & Qualifications

• Skills: Global/International; Product Innovation; M&A; Public company CEO/President; Branding/Marketing—alignment with DHR’s strategy emphasizing customer needs, portfolio strategy, and capital allocation .
• Governance: Leads annual Board/committee/individual director evaluations; oversees CEO succession planning and Board composition as N&G chair .

Equity Ownership

Ownership policy compliance: Company states all directors comply with 5× retainer guideline; beneficial ownership includes RSUs and phantom shares, excludes unexercised options and pledged shares .

Governance Assessment

• Board effectiveness: Strong leadership signal—Filler serves simultaneously as Lead Independent Director and Nominating & Governance chair, enhancing independence oversight, evaluation rigor, and shareholder engagement (liaison to Chairman; agenda/info approval; direct investor engagement) .
• Independence and capacity: Affirmed independent; Board annually evaluates director capacity/availability and attendance. 2024 boardwide attendance was high (97%; eleven at 100%) supporting engagement quality .
• Alignment: Director compensation mixes cash retainers with equity; RSU deferrals and phantom shares link pay to long-term stock exposure; ownership guidelines enforce skin-in-the-game; all directors in compliance .
• Compensation governance: FW Cook engaged as independent consultant; no conflicts; clear limits under Omnibus Plan; transparent director pay structure; clawback policies are rigorous for executives and overall compensation governance is mature (context for board oversight) .
• Shareholder sentiment: 2024 say-on-pay approval at 93% supports confidence in compensation/oversight framework .
• RED FLAGS to monitor: Interlock on Veralto board (with Schwieters) is not inherently problematic but should be monitored for potential influence across related entities; no related-party transactions disclosed involving Filler; company-level pledging exception applies only to Rales brothers with quarterly Audit Committee oversight, not to Filler .

Committee Workload Context (2024 Meetings)

Director Compensation Program Limits

• Annual cap (cash + equity) per non-management director: $800,000; additional $500,000 cap for any non-executive Board chair/vice chair .

Related-Party Transactions Policy

• N&G Committee reviews/approves all related-person transactions per Item 404(a); must prohibit transactions inconsistent with Company/shareholder interests; annual review of ongoing transactions .

Shareholder Engagement

• Engagement with holders of ~25% of outstanding shares in 2024 on strategy, performance, governance, compensation, sustainability; feedback informs Board committees (including N&G chaired by Filler) .