Teri List
DANAHER CORP /DE/About Teri List
Independent director of Danaher Corporation since 2011; age 62. Former EVP & CFO at Gap Inc. (2017–2020), with prior CFO roles at Dick’s Sporting Goods (2015–2016) and Kraft Foods Group; earlier senior finance leadership at Procter & Gamble and nearly a decade at Deloitte & Touche, bringing deep accounting and financial oversight expertise. She chaired Danaher’s Compensation Committee in 2024 and served on the Audit Committee, attending all Board and committee meetings on which she served; the Board affirmatively deemed her independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. | EVP & CFO | Jan 2017 – Mar 2020 | Led finance at global retailer; public-company CFO experience |
| Dick’s Sporting Goods | EVP & CFO | Aug 2015 – Aug 2016 | CFO experience at national retailer |
| Kraft Foods Group | Advisor; EVP & CFO; SVP Finance | Mar 2015 – May 2015; Dec 2013 – Feb 2015; Sep 2013 – Dec 2013 | Oversight of corporate finance, reporting, controls |
| Procter & Gamble | Various finance roles; most recently SVP & Treasurer | 1994 – Sep 2013 | Complex finance and accounting leadership |
| Deloitte & Touche | Auditor | ~10 years | Foundational accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Director | Current | Not disclosed in DHR proxy |
| Visa Inc. | Director | Current | Not disclosed in DHR proxy |
| lululemon athletica inc. | Director | Current | Not disclosed in DHR proxy |
| Oscar Health; DoubleVerify | Director (within past 5 years) | Prior | Not disclosed in DHR proxy |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Attendance: She attended all Danaher Board meetings and all meetings of committees on which she served in 2024; Board held 5 meetings; overall Board/committee attendance was 97% and 11 directors had 100% attendance .
- Independence: Board determined Ms. List is independent under NYSE standards; non-management directors meet in executive session after regular meetings .
- Capacity: Board explicitly determined her simultaneous service on more than three public company audit committees does not impair her effectiveness on Danaher’s Audit Committee, given her CFO experience and retirement from full-time employment .
- Committee cadence: Audit (7 meetings in 2024), Compensation (4), Nominating & Governance (7), Science & Technology (5); Exec (0), Finance (2) .
- Compensation governance: As Chair, she oversees use of an independent consultant (FW Cook), which the Board concluded has no conflicts; she leads oversight of executive and equity plans, stock ownership requirements, CD&A and say-on-pay .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | Paid quarterly in arrears |
| Stock Awards (RSUs, phantom shares booking) | $101,833 | Director RSUs vest at 1-year or next AGM; shares issued after retirement or 7 months post-retirement |
| Option Awards (Black-Scholes fair value) | $102,144 | Director options fully vested at grant; 7.0-year life assumptions for valuation |
| Total | $328,977 | Subject to Omnibus Plan annual caps |
- Director equity structure: Annual equity divided equally by value between options (fully vested at grant) and RSUs (time-vest); RSUs defer share issuance until death or ~7 months after retirement .
- Deferred compensation: Non-Employee Directors’ Deferred Compensation Plan allows deferral of cash fees into phantom shares; balances distributed in shares upon/after Board departure; Ms. List’s beneficial ownership includes 7,596 phantom shares accumulated historically .
Performance Compensation
- Directors do not receive performance-based equity; awards are time-based options and RSUs as described above .
- As Compensation Committee Chair, Ms. List oversees executive PSU metrics. Key PSU metrics and payout schedule:
| Metric | Threshold | Target | Max | Mechanics |
|---|---|---|---|---|
| Relative TSR rank vs S&P 500 | 35th percentile → 50% payout | 55th percentile → 100% payout | 75th percentile → 200% payout | Linear interpolation; cap at 100% if absolute TSR is negative; minimum 25% vest if absolute TSR positive |
| ROIC modifier | ≤0 bps change → 90% factor | 0 to <+200 bps → 100% factor | ≥+200 bps → 110% factor | Modifier cannot push payout above 200% |
- 2022–2024 PSU outcome: 0% earned due to absolute TSR of -4.28% and 29th percentile relative rank, demonstrating enforcement of downside risk in pay-for-performance .
- Say-on-Pay: 93% approval at May 2024 annual meeting, indicating investor support for compensation program overseen by the Committee .
Other Directorships & Interlocks
| Company | Relationship to DHR | Exposure / Notes |
|---|---|---|
| Microsoft; Visa; lululemon | Ms. List is a director | The proxy notes some routine sales/purchases by Danaher subsidiaries with organizations employing an independent director; all were <1.5% of either organization’s revenues and of Danaher’s revenues in 2024; independence preserved under NYSE bright-line tests . No specific transaction with these companies is disclosed in the proxy . |
- Related-party oversight: Nominating & Governance Committee reviews/approves related-person transactions per policy; prohibits those inconsistent with shareholder interests .
Expertise & Qualifications
- Skills: Global/International; Digital/AI Technology; M&A; Accounting; Finance .
- Credentials: Decades in corporate finance and accounting; multiple public-company CFO roles; extensive experience in financial reporting, internal controls, risk management, compensation oversight; Audit Committee financial expert qualification per Board determinations for Audit Committee members .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 30,916 shares; less than 1% of outstanding |
| Options (exercisable) | 23,320 (director options are fully vested at grant) |
| Unvested RSUs | 390 |
| Phantom shares (deferred) | 7,596 |
| Ownership guideline | Directors must own ≥5× annual cash retainer within 5 years; each Danaher director is in compliance |
- Anti-pledging/hedging: Directors prohibited from pledging and hedging Danaher stock; the only pledge exceptions relate to long-standing Rales holdings and are audited quarterly; no pledged shares disclosed for Ms. List in beneficial ownership table .
Governance Assessment
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Strengths
- Independent director; Compensation Committee Chair; Audit Committee member; Audit Committee deemed all members financially literate and audit committee financial experts, supporting robust oversight .
- 100% attendance on Board and committees served; Board/committee cadence evidences active engagement .
- Director pay balanced between cash and equity with long-term deferral features; compliance with 5× retainer ownership guideline; beneficial stake with options, RSUs, and phantom shares enhances alignment .
- Compensation program overseen by an independent consultant with no conflicts; strong pay-for-performance design with PSU downside, evidenced by 0% PSU vesting for 2022–2024; strong investor support (93% say-on-pay) .
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Watch items / potential conflicts
- Multi-board audit committee service: Board explicitly assessed and concluded her capacity is sufficient; nonetheless, ongoing monitoring of workload is prudent given committee intensity (Audit met 7 times; Compensation 4 in 2024) .
- Ordinary-course transactions with organizations employing directors occurred at immaterial levels (<1.5% revenues); continue monitoring for any interlocks where she serves and whether thresholds remain de minimis .
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Overall implication
- Evidence supports high board effectiveness and investor-aligned oversight from Ms. List, with strong attendance, independence, and rigorous compensation governance. Capacity is actively evaluated by the Board; current disclosures mitigate interlock/conflict concerns per policy and materiality thresholds .