Matthew Gugino

About Matthew Gugino

Matthew E. Gugino is Danaher’s incoming Executive Vice President and Chief Financial Officer, effective February 28, 2026. He is 43 and currently serves as Vice President–Corporate FP&A and Group CFO for the Life Sciences Innovations businesses; he previously led Investor Relations from 2014–2022 after joining Danaher in 2013. He holds a B.S. in Accounting and a Master of Accountancy and Professional Consultancy from Villanova University, and earlier was Vice President of Equity Research at Barclays and Morgan Stanley, and an Associate at KPMG . Under Danaher’s broader performance context, the company reported $23.9B sales and $6.5B operating cash flow in 2023 and maintains top-tier long‑term TSR performance versus the S&P 500, indicating a performance‑oriented culture he has helped support in senior finance roles .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Equity Awards (grant design and vesting)

Annual Cash Incentive (program design)

Equity Ownership & Alignment

• Stock ownership requirements (executive officers): CEO 6x base salary; Executive Vice President 3x; Senior Vice President 2x. Counting method includes shares held directly/indirectly, notional shares in EDIP/ECP/DCP, 401(k) shares, unvested RSUs, and vested PSUs; excludes unexercised options and unvested PSUs .
• Application to Mr. Gugino: Upon assuming EVP & CFO role with $825,000 base, the ownership requirement equals 3x base salary; policy compliance required within five years (per EVP multiple and policy timeline) .
• Anti‑pledging/hedging: Directors and executive officers are prohibited from pledging Danaher shares (with legacy exemptions not applicable to newly appointed officers); hedging not permitted .
• Clawbacks: Rigorous “no‑fault” clawback policies apply to executive officers and senior leaders, expanded in 2023 .
• Deferred compensation: Eligible for executive supplemental retirement/deferred compensation program; non‑qualified; participation/vesting subject to plan terms .
• Related party transactions: None requiring disclosure for Mr. Gugino at appointment .

Employment Terms

Performance & Track Record

• Company strategic and financial context during his senior finance tenure includes the Veralto spin, Abcam acquisition (~$5.6B), $23.9B sales, $5.2B operating profit, and $6.5B operating cash flow in 2023 .
• Long‑term performance culture: Danaher’s annualized TSR ranks among the top of the S&P 500 across extended horizons, indicative of sustained value creation during periods overlapping his roles in IR, FP&A, and Group CFO .

Compensation Structure Analysis

• Mix shift and alignment: 2026 executive equity is 100% equity‑based (50% options, 50% PSUs) with multi‑year vesting and a further two‑year hold on PSUs, increasing at‑risk, long‑duration alignment and limiting near‑term monetization .
• 2025 bridge grant: A pro‑rated Nov 2025 grant (50% options/50% RSUs) smooths transition into executive pay scale; RSUs vest ratably over four years, introducing modest annual vesting flow starting 2026 .
• Risk controls: No hedging/pledging; rigorous no‑fault clawback; multi‑metric incentive design; capped payouts; standardized grant timing not coordinated with MNPI .
• Severance economics: One times base salary (no explicit bonus multiple) moderates severance leverage and change‑in‑control expectations; company policy emphasizes no “single trigger” CoC benefits at the program level .

Vesting Schedules and Potential Selling Pressure

• RSUs (Nov 2025 grant): 25% annually over four years, implying vesting events across 2026–2029; creates predictable but modest incremental liquidity windows .
• Options (2026 grant): 50% vests on the 3rd anniversary and 50% on the 4th (i.e., 2029 and 2030), back‑ending potential exercise/sale pressure .
• PSUs (2026 grant): Approximately three‑year performance period plus two‑year holding; earliest potential settlement then holding implies limited liquidity until around 2029–2031, further tempering near‑term selling .
• Trading constraints: Anti‑hedging/pledging and ownership requirements reinforce hold behavior; compliance within five years of appointment expected .

Governance, Policies, and Controls (Company‑level)

• Stock ownership guidelines: CEO 6x base; EVP 3x; SVP 2x; counting/exclusion rules detailed above; all NEOs in compliance at last proxy checkpoint .
• Clawbacks and risk mitigation: Expanded “no‑fault” clawbacks; four‑year option vesting, PSU 3‑year performance plus 2‑year hold; multi‑metric incentives; capped payouts; independent compensation consultant .
• Grant governance: Standardized grant dates; approvals typically in February for annual awards; no timing around MNPI .

Investment Implications

• Alignment: A heavy equity mix with long vesting and PSU holding periods, strict ownership rules, and anti‑hedging/pledging policies indicate strong pay‑for‑performance alignment and reduced short‑term selling pressure .
• Retention and risk: One‑year non‑compete and two‑year employee non‑solicit, combined with ownership requirements and measured severance (1x salary), suggest reasonable retention without excessive golden‑parachute risk .
• Watch items and signals:
  • November 2025 Form 4s and grant details (share counts, strike prices) for the bridge award; 2026 annual grant sizes and PSU metric disclosures in the 2026 proxy .
  • Progress toward ownership guideline within five years; any exemptions or waivers would be notable .
  • Future disclosures on PSU metrics and relative performance calibration; sustained company TSR and cash flow conversion remain critical for realized pay outcomes .
  • Perquisite usage levels are capped and modest; material changes could be a soft governance signal .

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