DHRDanaher Corporation
Danaher is a global science and technology innovator committed to accelerating the power of science and technology to improve human health. 10-K, Item 1
Deals between DHR and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-25 reports that the one filed 2025-03-26 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-26.
Nothing new: every deal in this year's section was reported last year too.
The whole section 15 paragraphs, proxy filed 2026-03-25
Director Independence“At least a majority of the Board must qualify as independent within the meaning of the listing standards of the NYSE. The Board has affirmatively determined that Mss. Filler and List, Messrs. Dewan, Lamanna, Sanders, Schwieters and Spoon, Professor Stevens and Dr. Zerhouni are independent within the meaning of the listing standards of the NYSE. Prior to her retirement from the Board in February 2026, the Board had also determined that Dr. Mega was independent within the meaning of the listing standards of the NYSE. The Board concluded that none of these directors possesses (or in Dr. Mega's case, possessed) any of the bright-line relationships set forth in the listing standards of the NYSE that prevent independence, or except as discussed below, any other relationship with Danaher other than Board membership.”
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Director Independence“In making its determination with respect to the independence of the directors identified above as independent, in addition to the transactions described below under "Certain Relationships and Related Transactions," the Board considered that in 2025, certain of the Company’s subsidiaries in the ordinary course of business sold products or services to or purchased products or services from an organization with whom one of the independent directors is employed. In each such case, the amount of sales and the amount of purchases were less than 1.5% of the annual revenues of such other organization and of Danaher’s 2025 revenues.”
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Director Independence“Danaher’s non-management directors meet in executive session following the Board’s regularly-scheduled meetings. The sessions are chaired by the Lead Independent Director. In addition, if any of Danaher's non-management directors are not independent, the independent directors meet at least once each year in executive session following a regularly-scheduled Board meeting, and the Lead Independent Director chairs those sessions as well.”
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Policy“Under Danaher’s written Related Person Transactions Policy, the Nominating & Governance Committee of the Board is required to review and if appropriate approve all related person transactions prior to consummation. The policy requires the Committee to prohibit any Related Person Transaction it determines to be inconsistent with the interests of the Company and its shareholders. The Committee is required to review and consider all relevant information available to it about each related person transaction, and a transaction is considered approved under the policy if the Committee authorizes it according to the terms of the policy after full disclosure of the related person’s interests in the transaction. Related person transactions of an ongoing nature are reviewed annually by the Committee. The definition of “related person transactions” for purposes of the policy covers the transactions that are required to be disclosed under Item 404(a) of Regulation S-K under the Exchange Act.”
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Relationships and Transactions“Each of Steven and Mitchell Rales serve as executive officers of Danaher in addition to their roles as directors. In connection with their service as executive officers, in 2025:”
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Relationships and Transactions“Each of the Rales' received a salary of $419,000 (which amount has been fixed for more than a decade) and the following benefits and perquisites, in addition to any perquisites made generally available to salaried employees (the value of the perquisites set forth below is based on the incremental cost to the Company):”
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Relationships and Transactions“Shared personal use of designated Danaher office space $323,240 • Separately, in 2025, the Rales' in aggregate paid Danaher approximately $228,000 for providing benefits for, and as reimbursement for paying a portion of the salaries of, persons who provide services to the Rales’.”
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Relationships and Transactions“FJ 900, Inc. (“FJ900”), an indirect, wholly-owned subsidiary of Danaher, is party to an airplane management agreement with Joust Capital II, LLC (“Joust II”) and substantially identical agreements with each of Joust Capital III, LLC (“Joust III”) and Stonehavens Global LLC (“Stonehavens” and, together with Joust II and Joust III, the “Joust entities”). Joust II and Stonehavens are controlled by Mitchell Rales, and Joust III is controlled by Steven Rales. Under the management agreements, FJ900 performs aircraft management, pilot services, maintenance, record-keeping, aircraft procurement and disposition and other aviation services for the respective aircraft owned or leased by each of the Joust entities in like manner to the management services provided by FJ900 for Danaher’s aircraft. FJ900 receives no compensation for its services under the management agreements. Having FJ900 perform management services for all of these aircraft enables Danaher and the Joust entities to share certain fixed expenses relating to the use, maintenance, storage, operation and supervision of their respective aircraft and utilize joint purchasing or joint bargaining arrangements where applicable and appropriate, allowing each party to benefit from efficiencies of scale and cost savings. We believe that this cost-sharing arrangement results in lower costs to Danaher than if we incurred these fixed costs on a stand-alone basis. Under the management agreements, FJ900 prorates all shared expenses annually among the Joust entities and Danaher based primarily on each party’s flight hours logged for the year. With respect to the year ended December 31, 2025, the Joust entities together paid FJ900 approximately $5.5 million for the Joust entities’ share of the fixed airplane management expenses shared with Danaher.”
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Relationships and Transactions“In addition, Danaher is party to substantially identical airplane interchange agreements with each of the Joust entities with respect to each respective aircraft indirectly owned by Danaher and by each of the Joust entities. Under each interchange agreement, the applicable Joust entity has agreed to lease its aircraft to Danaher and Danaher has agreed to lease the respective Danaher aircraft to the applicable Joust entity, in each case on a non-exclusive basis. Neither party is charged for its use of the other party’s aircraft, the intent being that over the life of the contract each party’s usage of the other party’s aircraft will be generally equal. With respect to the year ended December 31, 2025, the incremental value of the use of the Danaher aircraft by the Joust entities, net of the incremental value of the use of the Joust entities’ aircraft by Danaher, was approximately $230,000.”
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Relationships and Transactions“Danaher licensed, at fair market value, a suite from the Washington Commanders for the 2025-2026 NFL football season for approximately $558,000. Mitchell Rales is a greater-than-10% owner of the Washington Commanders.”
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Relationships and Transactions“Beginning in 2024, the general partner (“GP”) of certain venture capital funds in which Danaher is the sole limited partner (“Danaher Funds”) formed a new fund (“New Fund”) and raised capital from Steven Rales, Mitchell Rales and Feroz Dewan (Danaher elected not to invest in the New Fund). In July 2024 Danaher, the GP and its affiliated entities amended the agreements that govern the Danaher Funds to (i) waive the acceleration of the management fee step-down that otherwise would have been triggered by the New Fund's creation and instead reduce (for the period during which the acceleration would have been effective) the management fees payable by Danaher under the Danaher Funds by the amount of any management fees paid to the GP by the New Fund investors, (ii) limit the amount of portfolio company disposition proceeds that the GP may reinvest under the Danaher Funds governing documents, and (iii) restrict the GP from further investing the Danaher Funds in certain research-related financings.”
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Relationships and Transactions“BlackRock, Inc. ("BlackRock") filed a Schedule 13G with the SEC reporting that as of December 31, 2023, BlackRock and certain subsidiaries collectively were the beneficial owners of more than five percent of Danaher's outstanding shares of Common Stock. During 2025, BlackRock acted as an investment manager for certain assets within Danaher's global pension plans and employee savings plans. BlackRock received approximately $2.5 million for such services.”
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Relationships and Transactions“(1) Represents the aggregate year-over-year change in the actuarial present value of the officer's accumulated benefit under the Cash Balance Plan of the Danaher Corporation & Subsidiaries Savings Plan (the "Savings Plan").”
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Relationships and Transactions“(2) Tax and accounting services were provided in the form of one full-time employee whose services are shared by the Rales'. In addition to the compensation reflected in the table, Danaher provided health and welfare benefits to such employee.”
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Relationships and Transactions“(3) Danaher provided a full-time executive assistant to each of the Rales' to support them in their roles as Danaher executive officers, and each used a minority of their assistant’s time for non-Danaher matters.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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