Thermo Fisher Scientific (TMO) Proxy filing summary

Executive summary

• Achieved strong operational performance in 2025, with revenue up 4% to $44.56B, GAAP EPS up 7% to $17.74, and adjusted EPS up 5% to $22.87; free cash flow reached $6.34B.

• Deployed $16.5B in capital, including $13B for M&A (notably acquiring Filtration and Separation business and agreement to acquire Clario) and $3.6B returned to shareholders via buybacks and dividends.

• Continued focus on high-impact innovation, customer partnerships, and expanding commercial capabilities, with $1.4B invested in R&D and increased integration of AI into operations.

• Maintained a disciplined approach to governance, risk management, and shareholder engagement, with a robust annual evaluation and refreshment of the Board.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, an advisory say-on-pay vote on executive compensation, and ratification of the independent auditors (PwC).

• Board recommends voting FOR all director nominees, FOR the executive compensation proposal, and FOR auditor ratification.

Board of directors and corporate governance

• Board comprises a substantial majority of independent directors, with a strong independent Lead Director and 100% independent key committees.

• Active Board refreshment since 2020: 4 new directors added, 6 retired; balanced mix of tenures and diverse backgrounds.

• Annual Board and committee self-evaluations, director orientation, and ongoing education; strict overboarding and retirement policies.

• Board oversight includes strategy, risk, AI, cybersecurity, and CSR matters.