Thermo Fisher Scientific (TMO) Proxy filing summary

Executive summary

• Supplemental information provided to clarify executive compensation and support for Proposal 2 ahead of the May 20, 2026 annual meeting.

• Emphasis on a mission-driven culture with integrity, accountability, and sound governance embedded in compensation practices.

• Shareholder engagement influenced recent and upcoming changes to the executive compensation program.

Executive compensation and say-on-pay

• 92% of CEO and 86% of other named executive officers' 2025 target compensation was at risk, primarily through long-term equity.

• 2025 annual incentive and PRSU programs paid below target; most recent PRSU cycle paid out at 0% for executives, reflecting missed performance goals.

• 2024 TSR option awards delivered no value as performance conditions were unmet by end of 2025.

• 2025 CEO retention grant is a one-time, performance-based award designed for long-term retention and shareholder alignment, with vesting and payout delayed until 2033–2035.

• Retention grant payout is capped at target if absolute TSR is negative, even if relative performance is strong.

• 2026 program changes include a three-year PRSU design, revised metrics (adjusted EPS, relative TSR, adjusted ROIC), increased PRSU weighting, and formalized limits on one-time equity grants.

Board of directors and corporate governance

• Board approved the CEO retention grant after a comprehensive evaluation and with independent consultant input, prioritizing leadership continuity through at least May 2030.

• Board recommends a vote FOR Proposal 2, citing alignment with long-term shareholder value and responsiveness to feedback.