Danaher founders waive 500,000-share stock awards each
The board changes include Alan G. Spoon’s planned departure at the 2027 annual meeting and founder award waivers covering 500,000 shares each.
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Form Type
8-K
Rhea-AI Filing Summary
Danaher expanded its board to 13 members and appointed Daniel L. Comas and Robert M. Hershberg effective October 9, 2026. Comas is a former Danaher executive, and Hershberg formerly served as president, CEO and chairman of HilleVax. Both will serve until the next annual meeting and until successors are duly elected and qualified; Hershberg also joins the Science and Technology Committee.
Comas’s consulting agreement for strategic advice ended September 30, 2026; he earned $525,000 in 2025 and $393,750 in 2026 for those services. Director Alan G. Spoon will retire at the 2027 annual meeting and will not stand for re-election; Danaher said his decision was not due to a disagreement with the company. On October 9, 2026, Steven M. Rales, Chairman of the Board and co-founder, and Mitchell P. Rales, Chairman of the Executive Committee and co-founder, each waived for no consideration Founder RSUs covering 500,000 shares, granted August 4, 2026.
Filing Explained
Alongside the two 500,000-share Founder RSU awards that they waived, Steven and Mitchell Rales had also received stock-option awards; the filing describes the waiver as covering the RSUs.
8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Board members: 13 members
Directors appointed: 2 directors
Comas consulting compensation: $525,000
+2 more
5 metrics
Board members
13 members
Board size after the appointments
Directors appointed
2 directors
Daniel L. Comas and Robert M. Hershberg, effective October 9, 2026
Comas consulting compensation
$525,000
Strategic-advice services in 2025
Comas consulting compensation
$393,750
Strategic-advice services in 2026
Founder RSUs waived
500,000 shares per award
Each of Steven M. Rales and Mitchell P. Rales; granted August 4, 2026, and waived October 9, 2026
Key Terms
restricted stock units, consulting agreement, indemnification agreement, prorated
4 terms
restricted stock units financial
"restricted stock units with respect to 500,000 shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
consulting agreement financial
"previously entered into a consulting agreement with Mr. Comas"
indemnification agreement regulatory
"entered into an indemnification agreement with the Company"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
prorated financial
"each director’s cash compensation will be prorated"
Prorated means dividing or allocating a quantity, cost, or benefit proportionally based on the amount of time or usage involved. For example, if a service fee is paid monthly but someone uses only part of the month, the fee is adjusted to reflect the actual time used. This ensures fairness by matching costs or benefits to the actual period or amount involved, which can impact how investors evaluate expenses, returns, or value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who joined DHR’s board?
Daniel L. Comas and Robert M. Hershberg were appointed effective October 9, 2026. Hershberg also joined the Science and Technology Committee. Each will serve until the next annual meeting and until a successor is duly elected and qualified.
What DHR founder stock awards were waived?
On October 9, 2026, Steven M. Rales and Mitchell P. Rales each waived Founder RSUs covering 500,000 shares for no consideration. The awards had been granted on August 4, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 9, 2026
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| (Exact Name of Registrant as Specified in Its Charter) | ||||||||
__________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(Registrant’s Telephone Number, Including Area Code)
Not applicable | |||||
| (Former Name or Former Address, if Changed Since Last Report) | |||||
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS | ||||
Director Appointments
On October 9, 2026, the Board of Directors (the “Board”) of Danaher Corporation (the “Company” or “Danaher”) increased the size of the Board to thirteen members and appointed Daniel L. Comas and Robert M. Hershberg to the Board, in each case effective immediately. Each of Mr. Comas and Dr. Hershberg will serve until the Company’s next annual meeting of shareholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Dr. Hershberg has also been appointed to serve as a member of the Science and Technology Committee of the Board.
Daniel L. Comas, age 62, joined the Company in 1991 and served as Executive Vice President from April 2005 through December 2020, including as Chief Financial Officer from April 2005 through December 2018. During his tenure, Mr. Comas held various roles with responsibility for corporate development, treasury, finance and risk management. From January 2021 through March 2024, Mr. Comas was employed by the Company in a non-executive capacity as a senior advisor, and following his retirement from the Company in March 2024 through September 2026 he served as a consultant to the Company (upon the terms described below). He has also served as a director of Fortive Corporation since March 2021 and Veralto Corporation since September 2023.
Robert M. Hershberg, M.D., Ph.D., age 63, served as President, Chief Executive Officer and Chairman of HilleVax, Inc. from March 2020 through September 2025. Before joining HilleVax, he held senior executive roles at Celgene Corporation, including Executive Vice President and Chief Scientific Officer. He also serves as a Senior Advisor to Frazier Life Sciences and as a director of Adaptive Biotechnologies Corporation and Recursion Pharmaceuticals, Inc.
Each of Mr. Comas and Dr. Hershberg will participate in the Company’s compensation program for non-employee directors, as described in the Company’s definitive proxy statement for its 2026 annual meeting of shareholders filed with the Securities and Exchange Commission on March 25, 2026. Each director’s cash compensation will be prorated based on the date of appointment, and each director will receive an equity award that is based on the annual equity award amount granted by the Company to non-management directors in May 2026, but prorated to reflect the number of days between October 9, 2026, and May 15, 2027. Each of Mr. Comas and Dr. Hershberg has entered into an indemnification agreement with the Company, the form of which is disclosed as Exhibit 10.30 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2025, and which is incorporated by reference herein. There are no arrangements or understandings between Mr. Comas or Dr. Hershberg and any other person pursuant to which Mr. Comas or Dr. Hershberg was selected and appointed as a director of the Company.
As referenced above, the Company previously entered into a consulting agreement with Mr. Comas in April 2024 (the “Consulting Agreement”) pursuant to which Mr. Comas agreed to provide the Company with strategic advice. As compensation for such consulting services, Mr. Comas earned $525,000 and $393,750 in 2025 and 2026, respectively. The Consulting Agreement was mutually terminated by Mr. Comas and the Company effective September 30, 2026, in connection with Mr. Comas joining the Board.
Except as described above, there are no other transactions involving Mr. Comas or Dr. Hershberg that the Company is required to report pursuant to Item 404(a) of Regulation S-K.
Director Retirements
On October 9, Alan G. Spoon notified the Company of his decision to retire as a member of the Board, effective as of the Company’s 2027 annual meeting of shareholders (the “2027 Annual Meeting”). Therefore, Mr. Spoon will not stand for re-election at the 2027 Annual Meeting. Mr. Spoon’s decision to retire is not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices, or on any matter relating to any committee of the Board.
Danaher’s Nominating & Governance Committee continues to evaluate Board composition as part of its regular governance and refreshment processes.
| ITEM 8.01 | OTHER EVENTS | ||||
As previously disclosed in that certain Current Report on Form 8-K filed by the Company on August 3, 2026, on August 4, 2026, Steven M. Rales, Chairman of the Board and co-founder of the Company, and Mitchell P. Rales, Chairman of the Executive Committee and co-founder of the Company, were each granted restricted stock units with respect to 500,000 shares of the Company’s common stock (the “Founder RSUs”) as well as awards of stock options.
On October 9, 2026, each of Messrs. Steven and Mitchell Rales waived their right to the Founder RSUs for no consideration.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |||||||
| (c) | Exhibits: | |||||||
| Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DANAHER CORPORATION | |||||||||||
| Date: | October 13, 2026 | By: | /s/ James F. O'Reilly | ||||||||
| James F. O'Reilly | |||||||||||
| Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer | |||||||||||