TMO DEF 14A Report ended April 8, 2025

I am very proud of what we continue to achieve as we deliver value for all of our stakeholders, and
I am very excited about what lies ahead of us.”

Dear Shareholder,

Thank you for your support of Thermo Fisher Scientific. I am very proud of what we continue to achieve as we deliver value for all of our stakeholders, and I am very excited about what lies ahead of us.

Every day, we build a brighter future for our company by fulfilling our Mission – to enable our customers to make the world healthier, cleaner and safer. This inspires our more than 120,000 colleagues to bring their best each day knowing the work we do helps our customers tackle some of the worlds’ greatest challenges.

Our financial results are a testament to the power of our Mission and the passion of our team. In 2024, we delivered differentiated performance, including revenue of $42.88 billion, GAAP diluted earnings per share (EPS) of $16.53 and adjusted EPS ¹ of $21.86. We also generated free cash flow¹ of $7.3 billion. In addition, we deployed $7.7 billion of capital – $3.1 billion through M&A with the acquisition of Olink and $4.6 billion returned to our shareholders through share repurchases and dividends.

At the same time, we advanced our proven growth strategy, which propels our continued success. Our strategy consists of three pillars:

•  Delivering high-impact innovation

•  Deepening our trusted partner status with our customers

•  Building on our unparalleled commercial engine

In 2024, we invested $1.4 billion in R&D to deliver high-impact new technologies across our businesses that are enabling breakthroughs in our customers’ work. In addition, we advanced exciting new partnerships and collaborations with our customers and enhanced our offering through a complementary strategic acquisition to further strengthen our trusted partner status. During the year, we also made additional investments in our capacity and unparalleled commercial capabilities. All of this further enhancing our industry leadership position.

Fundamental to our success is our unwavering commitment to living our 4i Values of Integrity, Intensity, Innovation and Involvement. An extension of these values and our Mission-driven culture is our focus on making a positive impact on society by supporting our communities and being a good steward of our planet. I’m proud of the actions we took throughout 2024 in this regard.

As you can see, we delivered a strong year, and none of it would be possible without our incredible global team. That’s why we continue to strengthen our colleagues’ experience working at Thermo Fisher and make the right decisions to attract, develop and retain the best talent in the industry.

On behalf of our global team, thank you again for your support of Thermo Fisher Scientific. We look forward to your attendance at our 2025 Annual Meeting of Shareholders on May 21, 2025, at 8:30 a.m. (ET).

Sincerely,

Marc N. Casper / Chairman, President and Chief Executive Officer / April 8, 2025

1   Adjusted EPS and free cash flow are financial measures that are not prepared in accordance with generally accepted accounting principles (“GAAP”). Appendix A to this Proxy Statement defines these and other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.

Meeting information

Ways to vote

Important Notice
Regarding the
Availability of Proxy
Materials for the
Annual Meeting of
Shareholders
to be Held on
May 21, 2025

The Proxy Statement
and 2024 Annual
Report are available at
www.proxyvote.com.

This notice and the accompanying Proxy Statement, 2024 Annual Report, and proxy card or voting instruction form were first made available to shareholders on April 8, 2025. You may vote if you owned shares of our common stock at the close of business on March 24, 2025, the record date for notice of, and voting at, our annual meeting.

Date & time

Wednesday, May 21, 2025

8:30 a.m. (ET)

Location

www.virtualshareholdermeeting.com/
TMO2025

Record date

March 24, 2025

Internet

Visit the website listed on your Notice of
Internet Availability, proxy card or voting
instruction form

Telephone

Call the telephone number on your proxy
card or voting instruction form

Mail

Sign, date and return your proxy card or
voting instruction form in the enclosed
envelope

Proposal

1

Election of directors

2

Approval of an advisory vote on executive compensation

3

Ratification of the selection of the independent auditors

4

Shareholder proposal

Thermo Fisher Scientific Inc. (also referred to in this document as “Thermo Fisher,” “we,” “us,” “our,” and the “Company”) is the world leader in serving science. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, increasing productivity in their laboratories, improving patient health through diagnostics or the development and manufacture of life-changing medicines, we are here to support them. Our global team delivers an unrivaled combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services, Patheon and PPD.

Industry-leading scale

• Exceptional commercial reach

•  Unique customer access

•  Extensive global footprint

Unmatched depth of capabilities

•  Leading innovative technologies

•  Deep applications expertise

•  Comprehensive biopharma services offering

•  Premier productivity partner

Sustainable value creation

• Positive societal impact

•  Comprehensive CSR strategy

>$42B

revenue

>120,000

colleagues

$1.4B

R&D investment

ROBUST, INDEPENDENT OVERSIGHT

• 10 of the 12 current directors are independent

• 100% independent exchange-mandated Board committees

• Annual review of Board leadership structure and disclosure of the Board’s reasoning underlying its leadership structure

• Strong independent Lead Director with robust authority and responsibility that is disclosed to shareholders

• Regular executive sessions of independent directors

• Annual Board and committee self-evaluations

• “Overboarding” limits for directors

• Board-level oversight of CSR matters

SHAREHOLDER RIGHTS

•  Annual election of all directors by majority voting

• One share, one vote

• Shareholder right to call a special meeting (15% threshold)

•  Proxy access right for shareholders

BOARD REFRESHMENT

•  Regular Board refreshment and mix of tenure of directors (5 new directors joined since 2019)

• Corporate Governance Guidelines confirm the Board’s commitment to seek out candidates with a broad mix of skills and experiences

• With limited exceptions, directors may not be renominated to the Board after their 72nd birthday

GOOD GOVERNANCE PRACTICES

• Proactive year-round shareholder engagement program with feedback provided to the Board

• Clawback policy and clawback provisions in equity award agreements

• Prohibition on hedging or pledging shares of the Company’s stock by officers and directors

• Strong stock ownership requirements and, for CEO, stock holding requirement

UNPARALLELED COMMERCIAL ENGINE

•  High-impact innovation is a key pillar of our proven growth strategy, driving differentiation and share gain

•  We have an incredible track record of launching innovative products and delivering high returns on investment

•  We play a crucial role in enabling the development and scaling of major scientific advances by our customers

•  Industry-leading products, services and expertise

•  Unique scale and depth of capabilities make us very relevant to customers

•  Accumulated experience and deep applications expertise, with a track record of enabling customer success

•  Unparalleled customer access

•  Continuously enhancing our capabilities through daily execution, organic investments and acquisitions

•  We help our customers accelerate innovation and enhance productivity

•  We drive commercial advantage through deep engagement with customers and unmatched commercial reach

•  Industry-leading websites, e-commerce, and digital capabilities allow us to support customers with highly flexible solutions, anywhere in the world

h 11%

Quarterly Dividends

Compared to 2023

62%

Five-Year TSR

$4.0B

2024 Share Repurchases

Adjusted EPS and free cash flow are financial measures that are not prepared in accordance with GAAP. Appendix A to this Proxy Statement defines these and other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.

We are committed to a robust shareholder engagement program that includes proactive outreach and engagement with our shareholders on a regular basis throughout the year. We greatly value the insights of our shareholders and seek to engage in meaningful dialogue by soliciting input on a number of topics, including corporate governance practices, executive compensation and environmental and social issues. These engagements ensure that we have firsthand knowledge of our shareholders’ perspectives and any concerns related to our current practices. We believe that understanding the perspectives of our shareholders is a key component of good corporate governance and assists us in achieving our strategic objectives, creating long-term value, and maintaining our culture of compliance. In the spring and fall of 2024, engagements with shareholders included an integrated team from legal, investor relations, corporate social responsibility and independent members of the Board. We solicited feedback from shareholders representing approximately 46% of our shares outstanding as of December 31, 2024, and spoke with shareholders representing approximately 27% of our shares outstanding, including additional shareholders that requested meetings with our team.

Topic

Board tenure and succession

•  Interest in understanding how we continue to ensure the independence of our longer tenured directors

• Interest in the evolving set of skills, experiences, and backgrounds represented on our Board as aligned with our Company strategy

•  We enhanced our disclosure of Board independence by including a new “Additional independence considerations” section on page 26

•  In connection with our Board’s annual self-evaluation process, the Board evaluates the composition of, and desired skill sets for, the Board in light of the Company’s business strategy and areas of focus. In 2024, the Board identified the following skills as areas of opportunity: public company CEO experience, financial reporting and accounting expertise, and industry and healthcare experience. Karen S. Lynch has been identified as a candidate with significant experience and expertise in these identified areas, and has been nominated to serve on our Board. See pages 12 and 15

•  We enhanced our disclosures regarding the skills and background of our Board to further demonstrate alignment with our Company strategy. See page 9

Board oversight of technology

• Interest in understanding the Board’s role in overseeing technology and its associated risks and opportunities

•  We enhanced our disclosure of Board oversight and updated the disclosure to include additional information regarding our Board’s oversight of artificial intelligence (“AI”) and our Science and Technology Committee’s oversight of the Scientific Advisory Board and Bioethics Committee. See page 23

Align pay with performance

•  Appreciation for enhanced disclosure regarding our pay for performance philosophy and the formulaic structure of our executive compensation program

•  Our “Compensation discussion and analysis” includes an “Executive summary” section explaining in greater detail the Compensation Committee’s executive compensation program design choices, drivers for pay in 2024, and how outcomes reflect our pay for performance philosophy. See page 31

Long-term incentive mix

•  Preference for a higher proportion of performance-based equity

•  Preference for encouraging longer-term equity holding

•  In February 2024, in response to shareholder feedback, the Committee changed the mix of the annual equity grant of our Chief Executive Officer (“CEO”), to (i) increase the percentage of performance-based restricted stock unit awards to 50% (previously 40%), and (ii) increase the percentage of stock options to 50% (previously 40%). For 2024, Mr. Casper did not receive time-based restricted stock units (previously 20%), and the Committee considers his grant to be 100% performance-based, as he will only receive value under his awards if the Company meets its key operational goals and the Company’s stock price appreciates from the time of grant. See page 40

•  In February 2025, in response to shareholder feedback regarding long term holding of equity awards, the Compensation Committee increased the terms of our stock option awards from 8 years to 10. See page 40

Auditor tenure

• Interest in understanding the Audit Committee’s views regarding our independent auditor’s tenure, and the controls in place to ensure their continued independence

•  We enhanced our disclosure regarding our independent auditor’s tenure, and the controls in place to ensure their continued independence, by including a table outlining these matters under “Ratification of the selection of the independent auditors—Review and engagement” on page 67

Skills, Qualifications and Background

CEO OR SENIOR MANAGEMENT LEADERSHIP

Experience serving as the Chief Executive Officer or other executive leadership role.

We seek to have directors with experience driving strategic direction and growth of an organization, with hands-on leadership experience in core management areas, such as financial reporting, compliance, risk management, CSR and leadership development.

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FINANCIAL ACUMEN AND EXPERTISE

Experience or expertise in financial accounting and reporting or the financial management of a major organization.

We seek to have directors with an understanding of finance and financial reporting processes to monitor and assess our operating and strategic performance and ensure robust controls and accurate financial reporting.

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PUBLIC COMPANY BOARD SERVICE

Experience as a board member of another publicly traded company.

We seek to have directors with broad knowledge of corporate governance practices, and experience with relations between a board and senior management to support accountability, transparency, responsiveness and protection of shareholder interests.

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INDUSTRY, END MARKETS AND GROWTH AREAS BACKGROUND

Knowledge of or experience in the Company’s specific industry.

We seek to have directors that bring valuable perspectives on issues specific to our business based on their significant experience in our industries, the end markets we serve, and growth areas.

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INTERNATIONAL EXPERIENCE

Experience doing business internationally.

Growing our business outside the United States is a key part of our long-term strategy for growth. We seek to have directors with international experience that provide valued perspectives on our global operations and regulatory compliance, and support key strategic decision-making in international markets.

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CORPORATE FINANCE AND M&A EXPERIENCE

Experience in corporate lending or borrowing, capital market transactions, significant mergers or acquisitions (“M&A”), private equity, or investment banking.

We seek to have directors with transactional experience to oversee the assessment of opportunities consistent with our strategic priorities.

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DIGITAL AND TECHNOLOGY INNOVATION EXPERIENCE

Experience or expertise in digital, technology, artificial intelligence, or cybersecurity.

We seek to have directors with experience in digital, technology, artificial intelligence or cybersecurity to enhance the Board’s understanding of risks and opportunities related to our high-impact innovation strategy.

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Age: 57

Director since: 2009

Committees: Strategy and

Finance, Science and
Technology

PROFESSIONAL HIGHLIGHTS

•  Thermo Fisher Scientific Inc.

• Chairman, President and CEO (2020 - Present)

• President and CEO (2009 - 2020)

• Executive VP and COO (2008 - 2009)

• Executive VP (2006 - 2008)

OTHER CURRENT DIRECTORSHIPS:

• Synopsys, Inc. ⁽¹⁾

PREVIOUSLY HELD DIRECTORSHIPS:

• U.S. Bancorp

DIRECTOR QUALIFICATIONS

Mr. Casper currently serves as the President and Chief Executive Officer of the Company, and over the course of his long-standing tenure with the Company, he served in various other senior level management roles. As the only member of the Company’s management to serve on the Board, Mr. Casper contributes a deep and valuable understanding of Thermo Fisher’s history and day-to-day operations, as well as extensive industry knowledge resulting from Mr. Casper’s 20-plus years of experience in the life sciences and healthcare equipment industry. He also brings valuable board-level experience from his many years serving on other public company boards. As a result of Mr. Casper’s experience in the industry, as the long-time Chief Executive Officer of the Company and as a board member, he brings unique strategic leadership skills, financial acumen and industry expertise that are invaluable to the Board.

Mr. Casper is not standing for reelection to the Synopsys board. His term will expire at the conclusion of the next Synopsys annual meeting, currently scheduled for April 10, 2025.

Age: 59

Director since: 2010 ⁽¹⁾

Committees: Audit (Chair),

Nominating and Corporate

Governance

PROFESSIONAL HIGHLIGHTS

•  Executive Chair, DailyPay (2025 - Present)

• CFO, Uber Technologies Inc. (2018 - 2024)

• President and CEO, The Warranty Group (2017 - 2018)

OTHER CURRENT DIRECTORSHIPS:

•  Chubb Limited

DIRECTOR QUALIFICATIONS

Mr. Chai currently serves as the Executive Chair of DailyPay, a worktech platform. He previously served as Chief Financial Officer of Uber Technologies Inc., a ridesharing technology platform, as President and CEO of The Warranty Group, a provider of specialty insurance products, and as President of CIT Group, a financial institution. As a result of Mr. Chai’s broad background and experience of holding executive management positions in a variety of industries and organizations, he brings to the Board valuable strategic leadership, financial acumen and expertise, and accounting experience.

See “Assessing director independence” on page 26 for more information.

Age: 63

Director since: 2022

Committees: Audit

PROFESSIONAL HIGHLIGHTS

• President, Pall Industrial, Pall Corporation (2012 - 2015)

• Previously held various roles at Thermo Fisher (2001 - 2007)

OTHER CURRENT DIRECTORSHIPS:

• DuPont de Nemours Inc. and Flowserve Corporation

PREVIOUSLY HELD DIRECTORSHIPS:

• Ametek, Inc.

DIRECTOR QUALIFICATIONS

Ms. Chandy previously served as President of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation and purification technologies and as Chief Marketing Officer at the Dow Chemical Company and at Rohm and Haas Corporation. Prior to that she served in various roles with increasing levels of responsibility at Thermo Fisher Scientific, Boston Scientific, and Millipore Corporation. As a proven executive with experience in global life sciences and multi-industrial companies, she brings to the Board experience in executive management, marketing, strategy, innovation, and M&A, and has experience in relevant market segments, technologies, geographies, and business functions. Ms. Chandy also brings valuable board-level experience from her many years serving on public company boards.

Age: 68

Director since: 2012 ⁽¹⁾

Committees: Nominating

and Corporate Governance
(Chair),

Science and Technology

PROFESSIONAL HIGHLIGHTS

•  University of Texas, Austin, Dell Medical School (2016 - Present)

• Vice President of the Health Enterprise (2023 - Present)

• Chief Business Officer

• Professor, Department of Internal Medicine

• Interim Vice President for Medical Affairs (2021 - 2023)

• Associate Vice President of the Health Enterprise (2016 - 2023)

OTHER CURRENT DIRECTORSHIPS:

• Colgate-Palmolive Company and MultiPlan Corporation

PREVIOUSLY HELD DIRECTORSHIPS:

• HealthStream Inc. and Invacare Corporation

DIRECTOR QUALIFICATIONS

Dr. Harris currently serves as Chief Business Officer of Dell Medical School of the University of Texas, Austin. He has had a long-standing career as a physician and previously served as Chief Information Officer of Cleveland Clinic Hospital, and Chief Strategy Officer of the Cleveland Clinic Foundation. His background and experience as a strategic leader in healthcare organizations position Dr. Harris to provide valuable insight and perspective on healthcare. As a result of Dr. Harris’s experience, he brings to the Board valuable strategic leadership and industry knowledge. Dr. Harris also brings valuable board-level experience from his many years serving on public company boards.

Age: 64

Director since: 2009 ⁽¹⁾

Committees: Strategy
and Finance, Science and
Technology (Chair)

PROFESSIONAL HIGHLIGHTS

• President, Break Through Cancer (2021 - Present)

• Massachusetts Institute of Technology, Koch Institute

• Professor, Department of Biology and Center for Cancer Research (1992 - Present)

• Founding Director, Integrative Cancer Research (2001 - 2021)

• Investigator, Howard Hughes Medical Institute (1994 - 2021)

OTHER CURRENT DIRECTORSHIPS:

• Amgen, Inc.

DIRECTOR QUALIFICATIONS

Dr. Jacks currently serves as President of Break Through Cancer, an organization focusing on collaborative approaches to cancer research, has worked for over 30 years as a professor in the Department of Biology at Massachusetts Institute of Technology, and previously served as Founding Director of the Koch Institute, a cancer research center. As a result of his many years of experience in the field of cancer research, including board-level and industry-specific service on public company boards, Dr. Jacks brings to the Board significant scientific, technological and industry expertise. Dr. Jacks also brings valuable board-level experience from his many years serving on public company boards and scientific advisory boards of biotechnology companies, pharmaceutical companies and academic institutions.

See “Assessing director independence” on page 26 for more information.

Age: 60

Director since: 2023

Committees: Audit

PROFESSIONAL HIGHLIGHTS

•  Franklin Resources, Inc.

•  President and CEO (2020 - Present)

•  President and COO (2017 - 2020)

OTHER CURRENT DIRECTORSHIPS:

• Director or trustee of certain funds registered as investment companies managed or advised by subsidiaries of Franklin Resources ⁽¹⁾

DIRECTOR QUALIFICATIONS

Ms. Johnson currently serves as President and Chief Executive Officer of Franklin Resources, Inc., a publicly traded global investment management company. During her 35-year career at Franklin Resources, she has served in various leadership roles in major divisions of the business, including consumer lending, investment management, global distribution, global technology and operations. As a result of her experience, Ms. Johnson brings to the Board strategic leadership skills, financial acumen, M&A experience and information technology experience.

See “Overboarding policy” on page 25 for more information.

Age: 57

Director since: 2020

Committees: Compensation,
Nominating and Corporate
Governance

PROFESSIONAL HIGHLIGHTS

• Procter & Gamble Company

• Chief Executive Officer, P&G Beauty (2019 - Present), and Executive Sponsor, Corporate Sustainability (2021 - Present)

• President, Global Hair Care and Beauty Sector (2017 - 2019)

• President, Global Skin and Personal Care (2014 - 2017)

OTHER CURRENT DIRECTORSHIPS:

• None

DIRECTOR QUALIFICATIONS

Ms. Keith currently serves as Chief Executive Officer of P&G Beauty at Procter & Gamble, a global consumer products company. During her 30-plus year career at P&G, Ms. Keith served in roles in manufacturing, logistics, innovation planning, and marketing, then continued into various management and senior leadership roles. Ms. Keith also serves as Executive Sponsor for Corporate Sustainability at P&G, where she works alongside P&G’s Chief Sustainability Officer to guide the company’s sustainability progress. As an experienced executive, Ms. Keith brings to the Board strategic leadership skills, financial expertise, international business experience and M&A experience.

Age: 62

Director since: 2025

Committees: None

PROFESSIONAL HIGHLIGHTS

• CVS Health Corporation

• President and Chief Executive Officer (2021 - 2024)

• Executive Vice President, CVS Health (2012 - 2021)

• President, Aetna Inc. (2015 - 2021)

• Began her career as a Certified Public Accountant at auditing firm Ernst & Young LLP

OTHER CURRENT DIRECTORSHIPS:

• None

PREVIOUSLY HELD DIRECTORSHIPS:

• CVS Health Corporation and U.S. Bancorp

DIRECTOR QUALIFICATIONS

Ms. Lynch previously served as President and Chief Executive Officer of CVS Health, a leading health solutions company. Prior to this appointment, Ms. Lynch served as Executive Vice President of CVS Health and President of its Aetna Business Unit. Ms. Lynch brings valuable leadership and industry expertise as a former CEO of a Fortune 10 company in the health care field. Ms. Lynch’s past experience as a CPA and public company auditor also provides valuable financial reporting and accounting expertise to our Board.

Age: 66

Director since: 2018

Committees: Compensation,
Strategy and Finance

PROFESSIONAL HIGHLIGHTS

• Editas Medicine, Inc.

• Executive Chair of the Board (2022 - 2023)

• Chairman, President and Chief Executive Officer (2021 - 2022)

• Chief Executive Officer, Patheon N.V. (2011 - 2017)

•  Chief Executive Officer, Biogen Inc. (2000 - 2010)

OTHER CURRENT DIRECTORSHIPS:

• None

PREVIOUSLY HELD DIRECTORSHIPS:

• Editas Medicine, Inc., Insulet Inc. and Patheon N.V.

DIRECTOR QUALIFICATIONS

Mr. Mullen previously served as Executive Chair of the Board of Directors of Editas Medicine, a clinical-stage biotechnology company, as Chief Executive Officer of Patheon N.V., a contract development and manufacturing organization which was acquired by the Company in 2017, and as Chief Executive Officer of Biogen Inc. Due to his 35-plus years of senior leadership experience in the pharmaceutical and biotechnology industries, he brings to the Board valuable industry knowledge and industry-specific strategic leadership skills. Mr. Mullen also brings valuable board-level experience from his many years serving on public company boards in the pharmaceutical industry.

Age: 61

Director since: 2019

Committees: Strategy
and Finance (Chair)

PROFESSIONAL HIGHLIGHTS

• Harvard Business School

• Professor and Senior Associate Dean, Business and Global Society (2021 - Present)

• Professor and Senior Associate Dean, Harvard Business School Online (2019 - 2021)

OTHER CURRENT DIRECTORSHIPS:

• None

PREVIOUSLY HELD DIRECTORSHIPS:

• Goldman Sachs and Northern Star Acquisition Corp.

DIRECTOR QUALIFICATIONS

Dr. Spar currently serves as a professor of Business Administration at Harvard Business School and Senior Associate Dean for Business in Global Society, and previously served as President and CEO of the Lincoln Center for the Performing Arts and as President of Barnard College. As a result of her varied experience, Dr. Spar brings to the Board valuable executive management and strategic leadership skills, financial expertise, and a unique perspective on technology’s role in shaping society and the global economy. Dr. Spar also brings valuable experience serving on public company boards.

Age: 67

Director since: 2006 ⁽¹⁾

Committees: Compensation

PROFESSIONAL HIGHLIGHTS

• Co-Chief Executive Officer, Thomas H. Lee Partners, LP (1994 - Present)

OTHER CURRENT DIRECTORSHIPS:

•  None

PREVIOUSLY HELD DIRECTORSHIPS:

•  The Madison Square Garden Company

DIRECTOR QUALIFICATIONS

Mr. Sperling currently serves as Co-Chief Executive Officer of Thomas H. Lee Partners, LP (“THL”), a private equity firm. During his 30-year career leading THL, he has gained broad experience with the various industries represented in the THL portfolio, including healthcare and technology. As a result of this experience, Mr. Sperling brings to the Board valuable experience driving strategic direction and growth of organizations, and also corporate finance and acquisition experience. Mr. Sperling also brings valuable board-level experience from his years of serving on public company boards.

See “Assessing director independence” on page 26 for more information.

Age: 57

Director since: 2017

Committee: Audit,
Compensation (Chair)

PROFESSIONAL HIGHLIGHTS

• President and CEO, HP Inc. (2015 - 2019)

OTHER CURRENT DIRECTORSHIPS:

• BHP, Intel Corporation and Qantas Group

PREVIOUSLY HELD DIRECTORSHIPS:

• HP Inc.

DIRECTOR QUALIFICATIONS

Mr. Weisler previously served as Chief Executive Officer of HP Inc., an information technology company. Prior to that he served in various roles with increasing levels of responsibility at HP, Lenovo Group Inc., and at Telstra Corp. Lt., a telecommunications company. As a result of his experience, Mr. Weisler brings to the Board valuable strategic and senior management leadership skills, financial expertise, international experience, technological expertise and M&A experience. Mr. Weisler also brings valuable board-level experience from his service on public company boards.

1. ESTABLISH NOMINEE CRITERIA

The N&CG Committee, together with the full Board, prioritizes experiences and attributes that will support the Company’s business and strategy, and complement the Board’s current composition, to ensure a broad mix of skills and experiences, taking into consideration the Company’s general criteria for director nominees set forth in the Company’s Corporate Governance Guidelines. The N&CG Committee believes that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities that assist the Board in fulfilling its responsibilities

2. SEARCH FOR NOMINEE

The N&CG Committee engages in a search process to identify qualified candidates, which process may include the use of an independent search firm, and assesses candidates’ skills, experience and alignment with the Company’s business and strategy

3. REVIEW CANDIDATE’S HISTORY

The activities and associations of candidates are reviewed for any legal impediment, conflict of interest or other consideration that might prevent or interfere with service on our Board

4. EVALUATE CANDIDATE

Director candidates are interviewed by members of the N&CG Committee and other members of the Board

5. RECOMMEND CANDIDATE FOR ELECTION

After completing its evaluation, the N&CG Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees

6. ELECT NOMINEE

The shareholders of the Company consider the nominees and elect directors by a majority vote to serve one-year terms

REFRESHMENT SINCE 2019

Active Board refreshment

The N&CG Committee annually assesses the composition of the Board, and in connection with the Board’s nomination of a slate of directors, assesses such matters as the broad mix of skills and experiences represented on the Board.

In addition, under our Corporate Governance Guidelines, any director who reaches the age of 72 will retire from the Board effective at the end of his or her then-current term. On the recommendation of the N&CG Committee, the Board may waive this requirement if it deems a waiver to be in the best interests of the Company. In furtherance of the Board’s active role in refreshment and succession planning, since 2019, the Board has appointed 5 new directors and 5 directors have retired .

At the upcoming meeting, shareholders will have the opportunity to elect Karen S. Lynch for the first time. Ms. Lynch was originally recommended for the Board by management.

We believe that the quality of decision-making is enhanced by having a Board with a broad mix of skills and experiences. We also believe diverse perspectives can help the Board identify and respond more effectively to the needs of customers, shareholders, employees, suppliers and other stakeholders. In seeking to develop a Board that, as a whole, reflects a broad mix of viewpoints, backgrounds, skills, experiences and expertise, the Board and the N&CG Committee consider attributes that complement the Board’s current composition, including with respect to diversity of skills and experiences, taking into consideration the Company’s general criteria for director nominees set forth in the Company’s Corporate Governance Guidelines. The Board is committed to identifying and evaluating highly qualified candidates with a broad mix of backgrounds, industry experience and other unique characteristics.

Creating an experienced Board with a mix of tenures

We believe that having directors with a range of tenures is important in order to provide robust oversight of the Company’s strategy and risk. Our longer-tenured directors have significant institutional knowledge and deep understanding of the Company’s business, which enhances the Board’s oversight of strategy and risk. The Board believes that a mix of these long-tenured directors and short-tenured directors with fresh perspectives ensures an appropriate balance of views and insights and allows the Board as a whole to benefit.

For more information on how tenure is considered in determining director independence for our longer-tenured non-employee directors, see “Assessing director independence—Additional independence considerations” on page 26.

new directors
added to the Board

5

directors retired

SKILLS AND
EXPERIENCES ADDED

•  digital and information technology

•  industry experience

•  financial acumen and expertise

•  CEO experience

•  global experience

•  public company board experience

NOMINEE DEMOGRAPHICS

NOMINEE TENURE

1. PROCESS DECISION

• N&CG Committee considers options for the format of the Board self-evaluation process during the July Board meeting, including whether it is appropriate for the evaluation to be conducted internally or by an independent consultant. For 2024, the N&CG Committee Chair conducted the Board self-evaluation (committee evaluations were conducted by each committee chair).

BOARD FEEDBACK AND RECENT IMPROVEMENT ACTIONS

• Prioritized criteria for Board and management succession planning, and identified Ms. Lynch as meeting the criteria for a new director

• Affirmed the effectiveness of the Board’s current leadership structure

• Updated the format of Board materials and management reporting to enhance communication

• Updated the annual strategy review session agenda to focus on oversight of emerging risks such as the geopolitical environment in key emerging markets

• Affirmed the importance of inclusion of senior business leaders at Board dinners to foster increased oversight, talent development and management succession planning

2. WRITTEN QUESTIONNAIRES

• A written questionnaire was sent to each director to solicit written feedback on various topics related to Board performance and effectiveness

• Questions were sent to each committee member to solicit feedback on committee performance and effectiveness

• Topics include Board and committee roles, effectiveness, agendas and materials; Board and Committee composition and performance; and strategy and risk oversight.

3. ONE-ON-ONE DIRECTOR DISCUSSIONS

• The N&CG Committee Chair held individual calls with each director to discuss responses to the written questionnaire and obtain candid feedback for the Board evaluation

4. GROUP DISCUSSION

• Discussion of the overall Board evaluation was led by the N&CG Committee Chair

• Summary of assessment was provided to the N&CG Committee, and then to the Board

• Committee evaluations were led by each committee chair during committee meetings and reported to the full Board

5. FEEDBACK COMMUNICATED AND ACTED UPON

• Feedback was provided to the Board and management by the N&CG Committee Chair on areas for improvement

• Changes were implemented

THE ROLE OF THE INDEPENDENT LEAD DIRECTOR

The role of the independent Lead Director is to provide independent leadership for the Board and assist the other independent directors in overseeing and shaping the partnership between management and the Board. The Board routinely reviews the independent Lead Director’s responsibilities to ensure that these responsibilities enhance its independent oversight of management.

The independent Lead Director has the following duties (and may also perform other functions at the Board’s request), as detailed in the Company’s Corporate Governance Guidelines:

•  calling and leading meetings of the non-employee or independent directors

•  presiding over meetings of the Board at which the Chairman is not present

•  approving meeting agendas, including the form and type of materials, for the Board

•  approving meeting schedules to help ensure sufficient time for discussion

•  serving as a liaison between non-employee directors and the Chairman; however, each director remains free to communicate directly with the Chairman

•  being available to meet with shareholders as appropriate

As discussed in more detail in the “Shareholder engagement” section of this Proxy Statement, the Board encourages a robust, ongoing shareholder engagement program. During these engagements, the independent Lead Director is available as the primary Board contact for direct communication with our significant investors. In general, investors, including those who are philosophically opposed to combining the positions of Chairman and CEO, have overwhelmingly communicated that they have minimal, if any, concerns about our Board policies and leadership structure. More specifically, these investors have voiced confidence in the strong counterbalancing structure of the robust independent Lead Director role.

Considerations in selecting the
independent Lead Director

Several factors are considered in selecting the independent Lead Director, including areas of expertise (with a focus on leadership and corporate governance), experience serving on public company boards, tenure on the Thermo Fisher Board, interest, integrity, and ability to meet the time requirements of the position.

After considering all of the above factors, since May 2022, the Board has selected Scott Sperling to serve as independent Lead Director. Prior to becoming Lead Director, Mr. Sperling served as an active director including service on various Thermo Fisher committees. Mr. Sperling possesses significant leadership skills that are critical to the role of a strong and independent Lead Director. Mr. Sperling has also served on a myriad of public company boards, which provides him with deep knowledge and understanding of corporate governance practices and trends. Mr. Sperling has a long tenure on our Board, and during that tenure he has demonstrated independent thinking and established strong working relationships with his fellow directors, garnering their trust and respect. As a long-standing director, he also brings significant institutional knowledge and a long-term perspective to the Board. For these reasons, the Board believes that Mr. Sperling is exceptionally well-qualified to serve as our independent Lead Director.

For more information on how Mr. Sperling’s tenure was considered in determining his independence, see “Assessing director independence—Additional independence considerations” on page 26.

AUDIT COMMITTEE ⁽¹⁾

MEETINGS IN 2024: 11

REPORT: PAGE 69

All members are independent, financially literate.

The Board has determined that Messrs. Chai and Weisler each qualify as an Audit Committee financial expert.

integrity of the Company’s financial statements

compliance with legal and regulatory requirements

independent auditor’s qualifications, independence, and performance

performance of the Company’s internal audit function

external reporting on CSR matters, in coordination with the N&CG Committee

cybersecurity and information technology risks and programs, including data privacy

risk assessment and risk management policies, including governing guidelines and policies

major financial risk exposures and steps taken to monitor and control such exposures

procedures for complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters

Ms. Johnson will serve as member of the Audit Committee until the 2025 Annual Meeting. Ms. Lynch will be become a member of the Audit Committee effective immediately following the 2025 Annual Meeting. The Board has determined that Ms. Lynch qualifies as an Audit Committee financial expert.

COMPENSATION COMMITTEE

MEETINGS IN 2024: 7

REPORT: PAGE 51

All members are independent.

compensation matters for the CEO and other officers

management succession plans

administration of incentive compensation and equity-based plans

risk assessments of the Company’s compensation policies and practices

annual report on executive compensation

review and recommendation of director compensation

administration and oversight of clawback policy

appointment and compensation of third party compensation consultant

NOMINATING AND CORPORATE

GOVERNANCE COMMITTEE ⁽¹⁾

MEETINGS IN 2024: 5

C. Martin Harris (Chair)

Nelson J. Chai

R. Alexandra Keith

All members are independent.

identify and recommend persons qualified to be nominated by the Board and to serve as members of the Board and its committees

CSR strategy and associated risks

Corporate Governance Guidelines

political spending

annual self-evaluation of the Board

Ms. Johnson will be become a member of the Nominating and Corporate Governance Committee effective immediately following the 2025 Annual Meeting.

STRATEGY AND FINANCE COMMITTEE

MEETINGS IN 2024: 3

Debora L. Spar (Chair)

Marc N. Casper

Tyler Jacks

James C. Mullen

annual strategic plan

significant strategic decisions

material financial matters, including investments and acquisitions and divestitures

SCIENCE AND TECHNOLOGY COMMITTEE

MEETINGS IN 2024: 1

staying abreast of new technologies, markets and applications for the Company’s products, including ethical use

oversight of the Company’s Scientific Advisory Board

monitoring and evaluating trends in science and recommending emerging technologies for building the Company’s technological strength

The Board is committed to oversight of the Company’s business strategy and strategic planning, including work embedded in regular Board meetings and a dedicated meeting each year to focus on strategy.

This ongoing effort enables the Board to focus on Company performance over the short, intermediate and long term, as well as the quality of operations. In addition to financial and operational performance, non-financial measures are discussed regularly by the Board and Board committees.

BOARD

The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to the Company. The Board does not view risk in isolation. Risks are considered in virtually every business decision. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Rather, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve the Company’s long-term strategic objectives. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular communications with the full Board. The Board reviews risks including:

• strategic, financial, economic, and execution risks and exposures associated with our operations and strategy

• senior management succession planning

• matters that may present material risk to our business, industry, operations, financial position, or cash flows, and, as applicable, significant transactions

• legal, quality, and regulatory risks and other matters that may present material risk to our prospects or reputation, including those related to our global operations

The Board also has a formal, annual discussion of the Company’s key findings from its enterprise risk management (“ERM”) program, a global process for considering a broad range of risks to the Company.

AUDIT COMMITTEE

Oversees risks associated with our financial and accounting systems and accounting policies, in addition to finance-related public reporting, regulatory compliance and certain other matters delegated to the Audit Committee, including risks associated with our information systems and technology (including cybersecurity).

COMPENSATION COMMITTEE

Oversees risks related to our compensation practices to ensure that these practices are not reasonably likely to have a material adverse effect on the Company or encourage employees to take unnecessary or excessive risks; also oversees risks related to talent management and succession planning for our leadership team.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Oversees risks related to corporate governance matters and certain other risks, including, but not limited to, the Company’s CSR strategy and political spending approach.

SCIENCE AND TECHNOLOGY COMMITTEE

Oversees risks related to our products and technologies, including oversight of our Scientific Advisory Board and bioethics.

STRATEGY AND FINANCE COMMITTEE

Oversees risks related to the Company’s capital allocation framework, including sources and uses of cash and capital generation and allocation versus targets and plans; also oversees the Company’s strategic plans.