01—Abstract
Summary
Summary of the 8-K filed October 13, 2026. Cited figures are marked; the original filing is the authoritative source.
Danaher Corporation (DHR) announced significant changes to its Board of Directors via an 8-K filing on October 13, 2026.
The Board's size was increased to thirteen members with the immediate appointment of two new directors: Daniel L. Comas and Robert M. Hershberg.
Mr. Comas brings extensive financial and corporate development experience from his long tenure at Danaher, including serving as CFO. Dr. Hershberg adds deep scientific and executive leadership expertise from the biotechnology sector. Both will serve until the next annual shareholder meeting and will receive compensation consistent with the Company's non-employee director program, including prorated cash and equity awards.
In addition to these appointments, the filing notes the upcoming retirement of director Alan G. Spoon, who will not seek re-election at the 2027 annual meeting, a decision not driven by any disagreements. Furthermore, Steven M.
Rales and Mitchell P. Rales, the Company's co-founders and key board members, have waived their rights to significant restricted stock unit grants previously awarded to them. These board changes and director actions reflect ongoing governance and refreshment processes at Danaher.
02—Key points
Key Highlights
- Board size increased to thirteen members with the appointment of two new directors.
- Daniel L. Comas, former EVP and CFO of Danaher, appointed as a new director.
- Robert M. Hershberg, M.D., Ph.D., a biotechnology executive, appointed as a new director.
- Dr. Hershberg appointed to the Science and Technology Committee.
- Director Alan G. Spoon will retire at the 2027 annual meeting and will not stand for re-election.
- Founders Steven M. Rales and Mitchell P. Rales waived their rights to previously granted Founder RSUs.
- New directors will receive compensation aligned with Danaher's non-employee director program, including prorated cash and equity awards.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
The primary purpose of this 8-K filing is to announce changes to Danaher Corporation's Board of Directors, including the appointment of two new directors and the upcoming retirement of an existing director.
Who are the new directors appointed to the Board, and what is their background?
The new directors are Daniel L. Comas, who has a long history with Danaher including serving as Executive Vice President and Chief Financial Officer, and Robert M. Hershberg, M.D., Ph.D., who brings experience from the biotechnology sector, having served as CEO of HilleVax, Inc. and in senior roles at Celgene Corporation.
How will the new directors be compensated?
Mr. Comas and Dr. Hershberg will participate in Danaher's compensation program for non-employee directors. Their compensation will be prorated based on their appointment date, including cash compensation and an equity award reflecting the period until May 2027.
What is the significance of Steven M. Rales and Mitchell P. Rales waiving their Founder RSUs?
The waiver of the Founder RSUs by the co-founders Steven M. Rales and Mitchell P. Rales, for no consideration, reduces the potential dilution from these awards and may reflect a decision to adjust their equity compensation or simplify the capital structure.
Is Alan G. Spoon's retirement due to any disagreement with the Company?
No, the filing explicitly states that Alan G. Spoon's decision to retire and not seek re-election is not due to any disagreement with the Company regarding its operations, policies, or practices, or any committee matters.
04—Continue