DEF 14A of Thermo Fisher Scientific Inc., Apr 8, 2025

DEF 14A of Thermo Fisher Scientific Inc.

Filed Apr 8, 2025 · FY20240001193125-25-075101

Open on EDGAR

  1. Election of directors

    Election of directors We are asking our shareholders to elect each of the 12 director nominees identified below to serve until the 2025 Annual Meeting of Shareholders.

  2. Election of directors

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  3. Election of directors

    | 8 | 2025 Proxy Statement | thermofisher.com |

  4. Director nominee skills and experience

    Director nominee skills and experience The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board. The following identifies some of these key qualifications and skills, describes their relevance to our strategic vision, business and operations, and includes which directors possess these skills:

  5. Director nominee skills and experience

    | | 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. | | l | l | l | l | l | l | l | l | l | l | l | l | | | 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. | | l | l | l | | | l | l | l | l | l | l | l | | | 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. | | l | l | l | l | l | l | | l | l | l | l | l | | | 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. | | l | | l | l | l | | | l | l | | l | | | | 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. | | l | l | l | l | | l | l | | l | l | l | l | | | 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. | | l | l | l | | | l | l | l | l | l | l | l | | | 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. | | l | l | | l | | l | | | | | | l |

  6. Director nominee skills and experience

    | 2025 Proxy Statement | thermofisher.com | 9 |

  7. Nominee biographies

    Nominee biographies

  8. Nominee biographies

    | Marc N. Casper | Chairman, President and CEO | | 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. |

  9. Nominee biographies

    | (1) 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. |

  10. Nominee biographies

    | Nelson J. Chai | Independent | | 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. |

  11. Nominee biographies

    | (1) See “Assessing director independence” on page 26 for more information. |

  12. Nominee biographies

    | Ruby R. Chandy | Independent | | 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. |

  13. Nominee biographies

    | 10 | 2025 Proxy Statement | thermofisher.com |

  14. Nominee biographies

    | C. Martin Harris | Independent | | 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. |

  15. Nominee biographies

    | Tyler Jacks | | | 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. |

  16. Nominee biographies

    | (1) See “Assessing director independence” on page 26 for more information. |

  17. Nominee biographies

    | Jennifer M. Johnson | Independent | | 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. |

  18. Nominee biographies

    | (1) See “Overboarding policy” on page 25 for more information. |

  19. Nominee biographies

    | 2025 Proxy Statement | thermofisher.com | 11 |

  20. Nominee biographies

    | R. Alexandra Keith | Independent | | 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. |

  21. Nominee biographies

    | Karen S. Lynch | Independent | | 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. |

  22. Nominee biographies

    | James C. Mullen | Independent | | 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. |

  23. Nominee biographies

    | 12 | 2025 Proxy Statement | thermofisher.com |

  24. Nominee biographies

    | Debora L. Spar | Independent | | 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. |

  25. Nominee biographies

    | Scott M. Sperling, Lead Director | Independent | | 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. |

  26. Nominee biographies

    | (1) See “Assessing director independence” on page 26 for more information. |

  27. Nominee biographies

    | Dion J. Weisler | Independent | | 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. |

  28. Nominee biographies

    | 2025 Proxy Statement | thermofisher.com | 13 |

  29. Board committees

    | • | review and recommendation of director compensation |

  30. Compensation of directors

    Compensation of directors

  31. Process of determining director compensation

    Process of determining director compensation Decisions regarding the non-employee director compensation program are approved by our full Board based on recommendations by the Compensation Committee. The Compensation Committee reviews the total compensation of our non-employee directors and each element of our director compensation program biennially. At the Compensation Committee’s direction, Pearl Meyer & Partners, LLC (“Pearl Meyer”) analyzes the competitive position of our director compensation program against the Peer Group used to benchmark executive compensation and examines how director compensation levels, practices and design features compare to members of the Peer Group.

  32. Director compensation table

    Director compensation table The following table sets forth a summary of the compensation of the Company’s non-employee directors who served in 2024:

  33. Director compensation table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation(2) | Total | | Nelson J. Chai | $150,000 | $200,281 | $15,555(3) | $365,836 | | Ruby R. Chandy | $125,000 | $200,281 | $15,555(3) | $340,836 | | C. Martin Harris | $137,143 | $200,281 | $555 | $337,979 | | Tyler Jacks | $145,000 | $200,281 | $555 | $345,836 | | Jennifer M. Johnson | $125,000(4) | $200,281 | $481(5) | $325,762 | | R. Alexandra Keith | $125,000(4) | $200,281 | $1,697(6) | $326,978 | | James C. Mullen | $125,000 | $200,281 | $555 | $325,836 | | Lars R. Sørensen(7) | $56,964 | $— | $290 | $57,254 | | Debora L. Spar | $145,000 | $200,281 | $8,055(8) | $353,336 | | Scott M. Sperling(9) | $165,000(10) | $200,281 | $41,239(11) | $406,521 | | Dion J. Weisler | $150,000(12) | $200,281 | $3,739(13) | $354,020 |

  34. Director compensation table

    | (1) These amounts represent the aggregate grant date fair value of stock awards granted to directors in 2024, calculated in accordance with ASC 718. For information on the valuation assumptions with respect to these awards, refer to note 15 of the Thermo Fisher financial statements in the Form 10-K for the year ended December 31, 2024, as filed with the SEC. These amounts do not represent the actual amounts paid to or realized by the directors for these awards during 2024. On May 22, 2024, each then-serving non-employee director received a grant of 339 restricted stock units, having a grant date fair value of $200,281, all of which is included in the “Stock Awards” column, and which remained outstanding at the end of 2024. No other awards were outstanding at the end of 2024. |

  35. Director compensation table

    | (2) These amounts include $555 of dividends accrued in the form of dividend equivalents on restricted stock units held by each non-employee director, except for Ms. Johnson and Mr. Sørensen for whom the amount is $264 and $290, respectively. |

  36. Director compensation table

    | (3) Includes matching Company contributions of $15,000 under the Matching Charitable Donation Program for Directors. (See “Matching charitable donation program” above.) |

  37. Director compensation table

    | (4) Represents compensation deferred and issued as 221 deferred stock units pursuant to the Directors Deferred Compensation Plan. |

  38. Director compensation table

    | (5) Includes $216 of Company dividends accrued in the form of dividend equivalents in 2024 on deferred stock units held in the Directors Deferred Compensation Plan. |

  39. Director compensation table

    | (6) Includes $1,142 of Company dividends accrued in the form of dividend equivalents in 2024 on deferred stock units held in the Directors Deferred Compensation Plan. |

  40. Director compensation table

    | (7) Mr. Sørensen retired from the Board effective May 22, 2024. |

  41. Director compensation table

    | (8) Includes matching Company contributions of $7,500 under the Matching Charitable Donation Program for Directors. (See “Matching charitable donation program” above.) |

  42. Director compensation table

    | (9) Fisher Scientific International Inc. (“Fisher”) maintained a retirement plan for non-employee directors, pursuant to which a director who retired from the Fisher board of directors with at least 5 years of service was eligible to receive an annual retirement benefit for the remainder of the director’s lifetime and his or her spouse’s lifetime. The Company’s acquisition of Fisher (the “Fisher Merger”) resulted in a termination of service from the Fisher board for Mr. Sperling, which started the payout of benefits under the retirement plan. Mr. Sperling’s annual benefit is equal to 80% of his then director’s fee. Mr. Sperling receives $48,000 per year under this plan, which is not included here because it relates solely to Mr. Sperling’s service as a director of Fisher prior to the Fisher Merger. |

  43. Director compensation table

    | (10) Represents compensation deferred and issued as 292 deferred stock units pursuant to the Directors Deferred Compensation Plan. |

  44. Director compensation table

    | (11) Includes matching Company contributions of $15,000 under the Matching Charitable Donation Program for Directors and $25,685 of Company dividends accrued in the form of dividend equivalents in 2024 on deferred stock units held in the Directors Deferred Compensation Plan. (See “Matching charitable donation program” above.) |

  45. Director compensation table

    | (12) Represents compensation deferred and issued as 265 deferred stock units pursuant to the Directors Deferred Compensation Plan. |

  46. Director compensation table

    | (13) Includes $3,185 of Company dividends accrued in the form of dividend equivalents in 2024 on deferred stock units held in the Directors Deferred Compensation Plan. |

  47. Director compensation table

    | 28 | 2025 Proxy Statement | thermofisher.com |

  48. Director compensation table

    | | | | Executive compensation | |

  49. Executive compensation program aligned with the shareholder experience

    Executive compensation program aligned with the shareholder experience We strive to align the interests of our executive team with the interests of our shareholders by tying their incentive compensation opportunities to the achievement of specific strategic and financial goals aligned with sustainable long-term shareholder value creation. Our executive compensation program is designed such that performance-based pay constitutes a significant majority of our executives’ total potential compensation. We aim to set rigorous financial and non-financial targets to reward the achievement of both short-term and long-term performance success, as well as to retain, develop and motivate our key talent. Our executive compensation is predominantly at-risk and performance-based. For our compensation program to be successful, it needs to effectively align with our key strategic and financial goals. For 2024, we delivered 92% of the target compensation for our CEO and 87% of the target compensation for our other NEOs in the form of at-risk, variable pay that is directly tied to clearly articulated strategic and financial performance metrics. The 2024 target direct compensation mix for our CEO and other NEOs is on page 33 under “Components of our annual compensation program.” In February 2024, in response to shareholder feedback, the Committee changed the mix of the annual equity grant of our 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. Rigorous performance targets were set to incentivize strong performance and appropriately reflected the applicable macroeconomic environment and the continued roll-off of COVID-19 pandemic related revenue. The performance metrics used in our 2024 annual and long-term incentive programs reflect a focus on incentivizing the Company’s performance against the operating plan, including with respect to organic revenue growth, adjusted net income, free cash flow, adjusted earnings per share, and continued focus on relative total shareholder return. The Committee believes the use of these metrics in our compensation program design is appropriate and promotes consistency with metrics that many investors use to evaluate the Company’s financial performance. Consistent with prior years, our 2024 targets aligned with our publicly disclosed outlook for the year, including the expected negative impact in 2024 from the continued roll-off of COVID-19 pandemic related revenue, which was expected to decline year over year as the societal need for COVID-19 testing, vaccines and therapies continued to reduce. The Committee believes the performance targets it established for 2024 appropriately reflected the dynamic macroeconomic environment and were appropriately challenging. For each financial metric, the Committee set the performance target at a level it believed would represent attractive financial performance within our industry and would require strong execution, while requiring what it believed would be outstanding performance to achieve the maximum payout level. The Committee believes it is important to reward for above-industry performance to support the retention of key talent amidst multiple years of market uncertainty in a highly competitive environment, as our executives are critical to executing on our long-term strategic objectives. Talent retention awards for executives. In 2024, to incentivize above-market value creation and to retain key executives, in connection with their annual equity awards, each of our NEOs received a special TSR long-term incentive stock option award. The Committee made these awards to retain key talent amidst market uncertainty in a highly competitive environment for key talent, as our executives are critical to executing on our strategic objectives. The awards were designed to further align executive compensation with long-term shareholder value creation:

  50. Executive compensation program aligned with the shareholder experience

    | • | Ensure leadership continuity for the long-term. The Committee believes the awards will support our talent retention objectives by promoting stability, as the award cliff vests (subject to performance) at the end of the three-year period. The options carry an 8-year term to promote outstanding, long-term financial performance. |

  51. Executive compensation program aligned with the shareholder experience

    | • | Further align executive compensation with long-term shareholder value creation. The Committee believes the awards will incentivize long-term shareholder value creation since the option award will be earned based on the Company’s relative TSR out-performance over a three-year period. In order for the award to pay out, the Company must outperform as compared to a high-performing peer group. Structuring the award in the form of options ensures executives will only receive value if the Company’s share price appreciates from the Company’s share price at the time of grant. This award therefore ensures alignment with shareholders as executives are motivated to take actions that are aligned with long-term value creation. |

  52. Executive compensation program aligned with the shareholder experience

    Underscoring the rigor of this performance incentive opportunity, as of December 31, 2024, the TSR long-term incentive stock option awards were underwater and had zero intrinsic value. For more information on these awards, please see “TSR long-term incentive stock option awards” on page 45. Talent retention awards for non-executive key talent. Recognizing the importance of retaining key talent below the executive level, amidst such market uncertainty, the Committee also broadly took action to secure and incentivize the ongoing efforts of non-executive key talent, with the grant of special time-based restricted stock units that further enhance the retentive value of their equity stakes in the Company.

  53. Compensation governance practices

    | What we do | What we don’t do | | Deliver the majority of compensation in the form of at-risk, variable pay Align pay with performance and Company strategy Utilize performance metrics closely aligned with the Company’s strategic growth drivers Benchmark compensation levels against a peer group of appropriate companies in related industries, of a similar size and business complexity Reference the market median when reviewing compensation for our NEOs Cap maximum payouts for our performance-based incentive plans Clawback policy for the recoupment of compensation in certain situations Robust stock ownership requirements Two year holding requirement on 50% of net stock vesting under the CEO’s time- and performance-based restricted stock units Engage an independent compensation consultant Double-trigger change in control provisions Regular shareholder engagement on compensation and other stewardship topics | No tax gross ups No plans that encourage excessive risk No guaranteed pay increases No guaranteed bonuses or equity awards No dividends paid on equity awards prior to vesting No hedging or pledging of Company common stock by directors or executives No excessive perquisites No pension or supplemental executive retirement plans (“SERPs”) |

  54. Components of our annual compensation program

    | Type | Element | Link to Shareholder Value | Key Features | | | Base salary | Provide market competitive, baseline compensation to attract and retain the best possible executive talent | • Reviewed annually; changes generally effective March/April • Reference market median for all NEOs • Takes into account level of responsibility, time in role, and individual performance | | | Annual incentive | Promote, incentivize and reward the achievement of key strategic and financial performance measures; promote retention | • Cash-based • Reference market median for all NEOs for target total cash (base salary plus target annual incentive) • Maximum opportunity capped at 200% of target • Based on performance goals tied 70% to financial measures (organic revenue growth, adjusted net income, free cash flow)*, and 30% to non-financial strategic measures | | | Long-term incentives | Performance-based restricted stock units | | | | | Align interests of executives with those of our shareholders by motivating and rewarding achievement of financial performance and long-term shareholder value; promote retention | • Reward achievement of financial goals (organic revenue growth, adjusted EPS)*, and align interests of executives with those of our shareholders by assessing TSR relative to the 2024 TSR Peer Group over the long-term • Stock-based incentive compensation that, if earned, vests in 3 annual installments, subject to a relative TSR metric based on stock price performance over a three-year performance period | | | For more information on our long-term incentive mix philosophy, see “2024 annual equity award mix” on page 40. | Stock options | | | | | Promote the long-term value-creating actions necessary to increase the market value of stock, as award only provides value if our stock price appreciates; promote retention | • Stock-based incentive compensation that vests in 4 equal annual installments | | | | Time-based restricted stock units | | | | | Promote long-term retention, stock ownership, and alignment of interests with shareholders | • Stock-based incentive compensation that vests over 3.5 years |

  55. Pay and performance alignment

    Pay and performance alignment For our compensation program to be successful, it needs to effectively align with our key strategic and financial goals. We achieve this by delivering the majority of compensation in the form of at-risk variable pay that is directly tied to clearly articulated strategic and financial performance measures. To ensure alignment with shareholder value creation we also assess total shareholder return (“TSR”) relative to the 2024 TSR Peer Group. The majority of our NEOs’ target 2024 compensation is at-risk and variable, with the mix well-aligned to practices of our Peer Group companies. The 2024 target direct compensation mix for our CEO and other NEOs are shown in the table above.

  56. Compensation consultants

    Compensation consultants In 2024, the Committee in its sole discretion retained Pearl Meyer as its independent compensation consultant. Pearl Meyer does not provide any other services to the Company. The Committee performed its annual independence review of Pearl Meyer and determined that Pearl Meyer’s work for the Committee does not raise any conflict of interest. Pearl Meyer reports directly, and provides various executive and director compensation services, to our Compensation Committee, including the following:

  57. Compensation consultants

    | • | reviews executive and director compensation programs of the Company and its Peer Group (see page 48 for further detail on the Peer Group) |

  58. Compensation consultants

    | • | analyzes the relative performance of the Company |

  59. Compensation consultants

    | • | reviews emerging trends and best practices in executive compensation and director compensation |

  60. Compensation consultants

    | • | provides input on the Company’s Proxy Statement disclosure and Company compensation programs |

  61. Compensation consultants

    | • | performs compensation risk assessment |

  62. Annual incentive plan

    Annual incentive plan

  63. OVERVIEW

    | Executive Base Salary Paid in Performance YearX | Executive Target Annual Incentive %X | Overall Performance Score % (70% Financial + 30% Non-Financial) | = | Final Award |

  64. PERFORMANCE METRIC SELECTION

    PERFORMANCE METRIC SELECTION The financial metrics that we use for our annual incentive plan are designed to promote the achievement of key financial performance measures, and capture what we view as the main financial drivers of shareholder value: maximizing revenue, managing operating expense, controlling other costs, and maintaining process discipline and sound execution. In determining the achievement of the financial measures, the Company’s actual performance is then measured relative to the Company’s performance goals for 2024 set at the beginning of the year. To better balance annual incentive plan determinations across financial and non-financial strategic considerations, the Committee also assesses non-financial performance across 3 identified areas of strategic importance. Quantitative and qualitative corporate performance goals are pre-established in 3 categories, and the Compensation Committee evaluates achievement of the goals at year-end and determines the degree to which each defined goal was exceeded, met, or not achieved. These non-financial performance goals are established, and overall achievement of the non-financial performance element of our annual incentive plan is assessed, by reference to our overall goal to deliver on our commitments to all stakeholders and advance our position as the world leader in serving science, which we believe creates value for our shareholders and benefits our employees, customers, and communities. The Committee selected the financial measures described below and further defined in Appendix A, as opposed to financial measures computed under GAAP, because this is consistent with how management measures and forecasts the Company’s performance, and as such, how the Company communicates performance to investors. The use of adjusted measures enables investors and management to compare the Company’s performance to the market on a like-for-like basis, which is particularly important given the varying degrees of acquisition across peer companies and the acquisitive nature of the Company.

  65. PERFORMANCE METRIC SELECTION

    | Measure | Why It Matters | | Financial | | | Organic revenue growth* | • Strong indicator of our long-term ability to drive shareholder value • Allows comparison of financial results to both acquisitive and non-acquisitive peer companies • Prevalent, industry-relevant measure of growth | | Adjusted net income* | • Reflects achievement of our strategic goals by encouraging efficient operations and resource allocations, in order to maximize earnings relative to the revenue environment • Ensures all employees can contribute to the success of the Company | | Free cash flow* | • Reflects quality of earnings and cash flows that may be reinvested in our businesses, used to make acquisitions, or returned to shareholders in the form of dividends and/or share repurchases | | Non-Financial | | | Advancing our strategic position | • Incentivizes executives to support our commitment to matters of strategic importance • Supports the Company’s sustainable, long-term performance | | Position Company to drive meaningful growth in revenue and adjusted operating income through the strategic plan horizon | • Strong indicator of our long-term ability to drive shareholder value by effectively meeting the needs of our customers in all of the end markets that we serve | | Effectively execute capital deployment strategy | • Properly managing the strategic use of capital through acquisitions, dividends, share repurchases and debt repayment is of paramount importance to the Company’s long-term financial health |

  66. 2024 PERFORMANCE TARGETS AND ACHIEVEMENT DETERMINATIONS

    | (1) No payout is earned for performance below threshold. |

  67. 2024 PERFORMANCE TARGETS AND ACHIEVEMENT DETERMINATIONS

    | (2) For each 2.00% of organic revenue growth above the threshold, the payout increased proportionately by 25 percentage points to (4.07)% organic revenue growth; for each additional 1.50% of organic revenue growth, the payout increased proportionately by 25 percentage points to (2.57)%; and for each additional 1.00% organic revenue growth thereafter, the payout increased proportionately by 25 percentage points to target. To reflect the increasing additional investment and effort required, for each additional 0.75% of organic revenue growth above (1.57)% and up to (0.82)%, the payout increased proportionately by 25 percentage points; and for each additional 0.50% of organic revenue thereafter, the payout increased proportionately by 25 percentage points, up to a maximum opportunity of 200%. |

  68. 2024 PERFORMANCE TARGETS AND ACHIEVEMENT DETERMINATIONS

    | (3) For each additional $384 million of adjusted net income above the threshold, the payout increased proportionately by 25 percentage points to $7,565 million of adjusted net income; for each additional $288 million of adjusted net income, the payout increased proportionately by 25 percentage points to $7,853; and for each additional $192 million of adjusted net income, the payout increase proportionately by 25 percentage points to target. To reflect the increasing additional investment and effort required, for each additional $127 million of adjusted net income between target and $8,171 million, the payout increased proportionately by 25 percentage points and for each additional $84 million of adjusted net income above $8,171 million, the payout increased proportionately by 25 percentage points up to a maximum opportunity of 200%. |

  69. 2024 PERFORMANCE TARGETS AND ACHIEVEMENT DETERMINATIONS

    | (4) For free cash flow between $6,000 million and $6,749 million, a payout of 100% is achieved, with a maximum payout of 200% achieved for free cash flow at or above $6,750 million. There is no payout for free cash flow below $6,000 million. |

  70. HOW WE ARRIVED AT THE 150.7% OVERALL PERFORMANCE SCORE

    | Performance Measure | Weight | Payout | Weighted Payout | | Organic Revenue Growth | 35% | 156.4% | 54.7% | | Adjusted Net Income | 30% | 186.7% | 56.0% | | Free Cash Flow | 5% | 200.0% | 10.0% | | Subtotal Financial | 70% | 172.5% | 120.7% | | Non-financial | 30% | 100.0% | 30.0% | | Total | 100% | | 150.7% | | | Overall performance score: 150.7% | | |

  71. 2024 NAMED EXECUTIVE OFFICER ANNUAL INCENTIVE PAYOUTS

    2024 NAMED EXECUTIVE OFFICER ANNUAL INCENTIVE PAYOUTS As a result of the 150.7% overall performance score, the following payouts were earned in 2024 by our NEOs:

  72. 2024 NAMED EXECUTIVE OFFICER ANNUAL INCENTIVE PAYOUTS

    | Named Executive Officer | 2024 Target (% of Base Salary)(1) | 2024 Target Award | 2024 Overall Performance Score | 2024 Approved Award | | Marc N. Casper | 210% | $3,654,000 | 150.7% | $5,506,578 | | Stephen Williamson | 115% | $1,204,711 | 150.7% | $1,815,500 | | Michel Lagarde | 120% | $1,358,759 | 150.7% | $2,047,650 | | Gianluca Pettiti | 110% | $1,052,214 | 150.7% | $1,585,686 | | Frederick Lowery | 100% | $881,558 | 150.7% | $1,328,508 |

  73. 2024 NAMED EXECUTIVE OFFICER ANNUAL INCENTIVE PAYOUTS

    | (1) In February 2024, in connection with targeted investments across the Company’s incentive programs, the Compensation Committee approved increases in the annual incentive plan target opportunity for each of our NEOs, excluding our CEO, to improve market competitiveness. Mr. Williamson received a target bonus opportunity increase from 110% to 115%; Mr. Lagarde received a target bonus opportunity increase from 115% to 120%; Mr. Pettiti received a target bonus opportunity increase from 100% to 110%; and Mr. Lowery received a target bonus opportunity increase from 90% to 100%. |

  74. 2024 NAMED EXECUTIVE OFFICER ANNUAL INCENTIVE PAYOUTS

    | 2025 Proxy Statement | thermofisher.com | 39 |

  75. Long-term incentives

    Long-term incentives

  76. OBJECTIVES

    | CEO Other NEOs | 2024 ANNUAL EQUITY AWARD MIX The Compensation Committee believes that awarding performance-based restricted stock units and stock options in equal proportion is appropriate. Performance-based restricted stock units focus our executives on the most critical areas of performance with key operational metrics, which we believe are aligned with generating long-term shareholder value. However, future conditions cannot always be predicted with certainty, and operating metrics may be affected by macroeconomic factors that are outside of management’s control. In such cases, these awards carry the risk of losing their incentive and retentive value. Stock options directly tie the interests of executives with shareholder value, as stock options only deliver value if the Company’s share price appreciates from the Company’s share price at the time of grant. The Compensation Committee believes stock options incentivize long-term future earnings or returns, which results in maximum value creation for shareholders over the long-term. The Compensation Committee also believes time-based restricted stock units are a highly effective retention tool, aligning the interests of our executives with those of our shareholders. The Compensation Committee believes bolstering management’s ownership of shares further incentivizes maximum value creation for shareholders over the long-term. The Compensation Committee believes that these equity vehicles are appropriate to incentivize and retain our executives, and to align their interests with the interests of our shareholders. CEO EQUITY AWARD MIX In February 2024, in response to shareholder feedback, the Committee changed the mix of our CEO’s annual equity grant, 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%). Mr. Casper no longer receives time-based restricted stock units (previously 20%). |

  77. KEY FEATURES OF 2024 ANNUAL EQUITY AWARDS

    KEY FEATURES OF 2024 ANNUAL EQUITY AWARDS

  78. KEY FEATURES OF 2024 ANNUAL EQUITY AWARDS

    | Performance- Based Restricted Stock Units | • 100% performance-based and subject to forfeiture if actual performance results fall below a minimum performance threshold • Initial calculation of earned units based on financial performance in the year, subject to a 3-year TSR metric (where target payout requires above median performance compared to peer group) • If earned, 3-year ratable vesting (one third per annum, subject to final adjustment based on relative TSR metric) • Dividends accrue (in form of dividend equivalents) and paid only to the extent underlying awards are earned and vest • CEO awards subject to an additional 2-year holding requirement on 50% of shares delivered upon vesting • Align interests of executives with those of our shareholders by motivating and rewarding achievement of financial performance and long-term shareholder value; promote retention | | Stock Options | • 100% performance-based, as award has no value unless stock price appreciates over time • 4-year ratable vesting (one quarter per annum) • Exercise price equal to closing price on date of grant • 8-year term promotes long-term value-creating actions and retention; beginning in 2025, term increased to 10 years, further promoting value-creation and retention | | Time-Based Restricted Stock Units | • 3.5-year vesting (15%, 25%, 30% and 30% after 6, 18, 30 and 42 months, respectively) • Dividends accrue (in form of dividend equivalents) and paid only on vested awards • Promote long-term retention, stock ownership, and alignment of interests with shareholders |

  79. KEY FEATURES OF 2024 ANNUAL EQUITY AWARDS

    To promote retention, awards generally provide that any unvested awards are forfeited upon termination of service, except as described in the section titled “Treatment of equity.”

  80. KEY FEATURES OF 2024 ANNUAL EQUITY AWARDS

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  81. 2024 NAMED EXECUTIVE OFFICER EQUITY AWARDS

    2024 NAMED EXECUTIVE OFFICER EQUITY AWARDS As further discussed in “Annual compensation review” on page 47, the Committee reviewed the Peer Group information provided by Pearl Meyer, Company and business unit performance, individual performance, prevailing market trends, feedback from shareholders, and the views of both the CEO (in the case of the other NEOs) and the other non-employee directors of the Board, and applied its judgment to determine that the following equity awards were appropriate, and aligned with our compensation philosophy and our strategic market positioning. The target values and actual award values as of the grant date in February 2024 of the awards made to each of our NEOs are reflected in the table below. The difference between the approved target value and the actual grant date value reported below and in the compensation tables that follow reflects the variation between the 20-day average stock price ending 5 trading days prior to the Compensation Committee meeting, which is used to calculate the target award value, and the closing price of our common stock on the grant date, which is used as the basis for calculating the actual grant date value for accounting purposes, as well as other minor differences in the option pricing variables used for each calculation.

  82. 2024 NAMED EXECUTIVE OFFICER EQUITY AWARDS

    | | | Grant Date Accounting Value of 2024 Award | | | | | Named Executive Officer | Approved Target 2024 LTI Award Value | Stock Options | Time-Based Restricted Stock Units | Performance- Based Restricted Stock Units | Total Reported 2024 LTI Award Value | | Marc N. Casper | $16,000,064 | $8,117,862 | $— | $8,194,766 | $16,312,628 | | Stephen Williamson | $5,400,079 | $2,191,648 | $1,086,903 | $2,212,733 | $5,491,284 | | Michel Lagarde | $6,250,012 | $2,536,765 | $1,257,734 | $2,561,075 | $6,355,574 | | Gianluca Pettiti | $5,749,915 | $2,334,239 | $1,157,115 | $2,355,672 | $5,847,026 | | Frederick Lowery | $4,250,036 | $1,725,408 | $855,259 | $1,741,149 | $4,321,815 |

  83. 2024 PERFORMANCE-BASED RESTRICTED STOCK UNITS

    2024 PERFORMANCE-BASED RESTRICTED STOCK UNITS

  84. Performance metric selection

    | Financial Measure | Why It Matters | | Organic revenue growth* | • Strong indicator of our long-term ability to drive shareholder value • Allows comparison of financial results to both acquisitive and non-acquisitive peer companies • Prevalent, industry-relevant measure of growth | | Adjusted earnings per share (“adjusted EPS”)* | • Prevalent, industry-relevant measure of delivery of shareholder value • Metric is closely followed by shareholders, analysts and investors | | Total shareholder return | • Offers clear alignment between the interests of management and shareholders • Summary indicator of long-term performance, measured against the 2024 TSR Peer Group • Relative (as opposed to absolute) nature of goals accounts for macroeconomic factors impacting the broader market |

  85. Rigorous goal setting

    Rigorous goal setting We set challenging goals for organic revenue growth and adjusted EPS following the process described on page 36. With regard to these measures for this 3-year award, performance is measured over the fiscal year in which the award is made. The Committee believes a one-year measurement period for these metrics is appropriate given the dynamic and acquisitive nature of the Company. The incorporation of the financial results of the acquired entities into the Company’s financial results that would occur over a longer measurement period could undermine the program rigor, resulting in an undue windfall to participants. To mitigate against this scenario, we use a one-year measurement period to incentivize executives to achieve these metrics, but ensure long-term retention of executives through the use of a 3-year vesting period. In addition, the incorporation of a long-term, 3-year relative TSR metric ensures executives’ interests are aligned with those of shareholders with regard to the Company’s performance over the long-term. Finally, by using performance-based restricted stock units that vest over a 3-year period, the Committee incentivizes executives to take a long-term view, as any impact to the Company’s long-term performance will decrease the realizable value of the executive’s award.

  86. 2024 financial performance targets and achievement before relative TSR metric is applied

    2024 financial performance targets and achievement before relative TSR metric is applied The performance targets and level of payout that apply to awards made in February 2024 are structured in a matrix, meaning that strong performance is required with respect to both organic revenue growth and adjusted EPS to earn an above-target payout. The weighting of the financial performance targets for 2024 were:

  87. 2024 financial performance targets and achievement before relative TSR metric is applied

    | | Organic Revenue Growth (50%)(1)(2) | Adjusted EPS (50%)(1)(2) | | Threshold (0% payout on each measure, total payout of 0%) | Less than (6.08)% | Less than $18.74 | | Baseline (50% payout on each measure, total payout of 100%) | (1.57)% to (0.83)% | $21.00 to $21.33 | | Maximum (100% payout on each measure, total payout of 200%) | 0.68% and above | $22.00 and above | | Actual Results | (0.19)% | $21.86 | | Payout Factor | 163% | |

  88. 2024 financial performance targets and achievement before relative TSR metric is applied

    | (1) There are a variety of payout scenarios for financial results between the threshold and maximum levels. Payouts under the program are step-wise, based on standalone organic revenue growth in equal proportion to adjusted EPS, with no graduated payout at intermediate points. |

  89. 2024 financial performance targets and achievement before relative TSR metric is applied

    | (2) Consistent with prior years, our 2024 targets aligned with our publicly disclosed outlook for the year, including the expected negative impact in 2024 from the continued roll-off of COVID-19 pandemic related revenue, which was expected to decline year over year as the societal need for COVID-19 testing, vaccines and therapies continued to reduce. The Committee believes the performance targets it established for 2024 appropriately reflected the dynamic macroeconomic environment and were appropriately challenging. For each financial metric, the Committee set the performance target at a level it believed would represent attractive financial performance within our industry and would require strong execution, while requiring what it believed would be outstanding performance to achieve the maximum payout level. The Committee believes it is important to reward for above-industry performance to support the retention of key talent amidst multiple years of market uncertainty in a highly competitive environment, as our executives are critical to executing on our long-term strategic objectives. |

  90. 2024 financial performance targets and achievement before relative TSR metric is applied

    One-third of the total number of units earned vested on February 28, 2025, and the same number of restricted units will vest on both the first anniversary and the second anniversary of this vesting date (subject to adjustment based on our TSR, as discussed below), so long as the executive is employed by the Company on each such date (subject to certain exceptions).

  91. PERFORMANCE ACHIEVEMENT BEFORE APPLICATION OF RELATIVE TSR METRIC

    PERFORMANCE ACHIEVEMENT BEFORE APPLICATION OF RELATIVE TSR METRIC Actual organic revenue growth for the year was (0.19)% and actual adjusted earnings per share for the year was $21.86, resulting in a payout of 163% before the application of the relative TSR metric.

  92. PERFORMANCE ACHIEVEMENT BEFORE APPLICATION OF RELATIVE TSR METRIC

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  93. TSR metric

    TSR metric For the 2024 compensation cycle, the Committee reviewed and updated the peer group used for measuring TSR. Updates to the 2024 TSR Peer Group are generally aligned with changes to the Peer Group based on relevance from a revenue, market capitalization, and operational complexity standpoint. At the end of the 3-year performance period beginning on January 1, 2024 and ending on December 31, 2026, the Company’s 3-year TSR for the performance period will be measured against the 2024 TSR Peer Group:

  94. TSR metric

    | 2024 TSR Peer Group | | | | 3M Company | Cisco Systems, Inc. | Merck KGaA | | Abbott Laboratories | CSX Corporation | NIKE, Inc. | | AbbVie Inc. | Danaher Corporation | PepsiCo, Inc. | | Amgen Inc. | Eli Lily and Company | Pfizer, Inc. | | AstraZeneca plc | Gilead Sciences Inc. | Stryker Corporation | | Automatic Data Processing, Inc. | Honeywell International Inc. | Texas Instruments Incorporated | | Becton, Dickinson and Company | IQVIA Holdings Inc. | The Boeing Company | | Boston Scientific Corp. | Johnson & Johnson | The PNC Financial Services Group, Inc. | | Bristol-Myers Squibb Company | Medtronic, Inc. | The Procter & Gamble Company | | Broadcom Inc. | Merck & Co., Inc. | Thermo Fisher Scientific Inc. |

  95. TSR metric

    The number of performance-based restricted stock units finally distributed on the third and final vesting date in 2027 will be subject to adjustment based on the Company’s relative performance against this high-performing 2024 TSR Peer Group, as shown below:

  96. TSR metric

    | 3-Year TSR Performance | Adjustment to Final Distribution | Impact on Total Earned Shares | | Increase in Payout | | | | Top Quartile (75th percentile or greater) | +30% | +10% | | 2nd Quartile (50th—74th percentile) | +15% | +5% | | Decrease in Payout | | | | 3rd Quartile (25th—49th percentile) | -15% | -5% | | Bottom Quartile (24th percentile or below) | -30% | -10% |

  97. RELATIVE TSR DETERMINATION FOR 2022 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT

    RELATIVE TSR DETERMINATION FOR 2022 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT In February 2023, the Compensation Committee certified the payout level of the performance-based restricted stock unit awards granted to our executives in February 2022 (“2022 PSUs”), prior to the application of the TSR metric, at 175%. The 2022 PSUs were eligible to be earned based on achievement versus an organic revenue growth* goal and an adjusted EPS* goal, measured over the fiscal year in which the award was made. The 2022 PSUs were also subject to further adjustment based on the Company’s relative TSR performance. The Company’s TSR for the 3-year performance period beginning on January 1, 2022 and ending on December 31, 2024 was measured against the companies shown in the peer group below (the “2022 TSR Peer Group”) at the end of the three-year vesting cycle.

  98. RELATIVE TSR DETERMINATION FOR 2022 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT

    | 2022 TSR Peer Group | | | | 3M Company | Cigna Corporation | Medtronic, Inc. | | Abbott Laboratories | Cisco Systems, Inc. | Merck & Co., Inc. | | AbbVie Inc. | CSX Corporation | Merck KGaA | | Amgen Inc. | Danaher Corporation | NIKE, Inc. | | AstraZeneca plc | Eaton Corporation plc | Pfizer, Inc. | | Automatic Data Processing, Inc. | Eli Lily and Company | Stryker Corporation | | Becton, Dickinson and Company | Gilead Sciences Inc. | Texas Instruments Incorporated | | Biogen Inc. | Honeywell International Inc. | The Boeing Company | | Boston Scientific Corp. | Illinois Tool Works Inc. | The PNC Financial Services Group, Inc. | | Bristol-Myers Squibb Company | Johnson & Johnson | Thermo Fisher Scientific Inc. |

  99. RELATIVE TSR DETERMINATION FOR 2022 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT

    | * Organic revenue growth and adjusted EPS are financial measures that are not prepared in accordance with GAAP. Appendix A to this Proxy Statement defines these non-GAAP financial measures. |

  100. PERFORMANCE ACHIEVEMENT AFTER APPLICATION OF RELATIVE TSR METRIC

    PERFORMANCE ACHIEVEMENT AFTER APPLICATION OF RELATIVE TSR METRIC The 2022 PSUs were earned at 175% prior to the application of the relative TSR metric. Thermo Fisher’s actual 3-year relative TSR was in the 14th percentile of the 2022 TSR Peer Group, and the payout level was further adjusted downward by 10%, resulting in a final payout level of 157.5%. In order to effectuate this further adjustment, the third tranche of the award, which vested in February 2025, was reduced by 30%. The table below shows the target and earned 2022 PSUs for those NEOs who had received this grant.

  101. PERFORMANCE ACHIEVEMENT AFTER APPLICATION OF RELATIVE TSR METRIC

    | Named Executive Officer | Target Number of Shares | Total Number of Shares Earned Prior to Application of TSR Metric | Total Number of Shares Earned After Application of TSR Metric | | Marc N. Casper | 9,462 | 16,559 | 14,903 | | Stephen Williamson | 2,959 | 5,178 | 4,660 | | Michel Lagarde | 3,613 | 6,323 | 5,690 | | Gianluca Pettiti | 2,753 | 4,818 | 4,336 | | Frederick Lowery | 2,409 | 4,216 | 3,794 |

  102. PERFORMANCE ACHIEVEMENT AFTER APPLICATION OF RELATIVE TSR METRIC

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  103. TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS

    TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS Purpose. Throughout 2023, the Committee engaged in an ongoing review of the Company’s continuity of leadership for the next several years and considered its importance to the Company’s strategy. Based on this review, in February 2024, in connection with the annual equity grants, the Committee approved a performance-based stock option program for senior leaders, including our NEOs (the “2024 performance-based options”). The Committee made these exclusively performance-based awards to retain key talent amidst market uncertainty in a highly competitive talent environment to support the execution of our growth initiatives and strategic objectives. The awards were also designed to further align executive compensation with long-term shareholder value creation:

  104. TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS

    | • | Ensure leadership continuity for the long-term. The Committee believes the awards will support our talent retention objectives by promoting stability, as the award cliff vests (subject to performance) at the end of the three-year period, without any interim vesting opportunities. The options carry an 8-year term to promote outstanding long-term financial performance. |

  105. TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS

    | • | Further align executive compensation with long-term shareholder value creation. The Committee believes the awards will incentivize both absolute and relative long-term shareholder value creation since the option award will be earned based on the Company’s relative TSR out-performance over a three-year period. In order for the award to pay out, the Company must outperform as compared to a high-performing peer group. Structuring the award in the form of options ensures executives will only receive value if the Company’s share price appreciates from the Company’s share price at the time of grant. This award therefore ensures alignment with long-term shareholders as executives are motivated to take actions that are aligned with long-term value creation. |

  106. TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS

    Competitive market positioning. In approving the value of the 2024 performance-based options, the Committee considered market benchmarks for overall positioning of our executive officers among our immediate and broader industry peers, the costs associated with a potential need to attract executives of similar caliber and proven track record of success, and the strategic priority to drive successful execution of our strategic initiatives to support sustained above-market out-performance, both on an absolute and relative basis. The grant date fair value of the 2024 performance-based option award was $6,352,907 for Mr. Casper, $2,588,149 for Mr. Williamson, $3,105,831 for Mr. Lagarde, $2,823,471 for Mr. Pettiti, and $1,882,314 for Mr. Lowery. Underscoring the rigor of this performance incentive opportunity, as of December 31, 2024, the TSR long-term incentive stock option awards were underwater and had zero intrinsic value. Terms. To earn a payout, the Company needs to deliver exceptional, sustained performance against the 2024 TSR Peer Group defined above. Relative TSR is measured for the period beginning on January 1, 2024 and ending on December 31, 2026 (the “TSR Performance Period”).

  107. TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS

    | • | For maximum vesting of 100%, Thermo Fisher’s TSR must rank in the top ten companies (i.e., top third) for the full 3-year TSR Performance Period. If this occurs, 100% of the options will cliff vest in February 2027. There is no upside opportunity for the performance options to be earned above 100%. This design allows management to focus on long-term value, decreasing the risk that management would make short-term decisions to maximize vesting in a particular year. |

  108. TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS

    | • | To preserve the retentive and motivational value of the award, if the performance condition is not met for the full TSR Performance period, each year of the TSR Performance Period will be measured independently, and if Thermo Fisher’s TSR ranks in the top ten companies (i.e., top third) (i) for one period, 20% of the award will cliff vest in February 2027, (ii) for two periods, 40% of the award will cliff vest in February 2027, and (iii) for all 3 one-year periods, 60% of the award will cliff vest in February 2027. |

  109. TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS

    | • | If Thermo Fisher’s TSR does not rank in the top ten companies for the full 3-year TSR Performance Period, or for any year of such period measured independently, the award will be forfeited. |

  110. TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS

    Other terms. The exercise price for these options is equal to the closing price on the date of grant ($552.85). The options, if earned, will only deliver value if the Company’s share price appreciates over the 8-year term. The Committee believes this grant will promote long-term value creating actions and retention. This award is also subject to the clawback provisions set forth in our clawback policy, which is described in further detail on page 50.

  111. TSR LONG-TERM INCENTIVE STOCK OPTION AWARDS

    | 2025 Proxy Statement | thermofisher.com | 45 |

  112. Other compensation

    | Benefit | Key features | | 401(k) plan | • Tax qualified retirement savings plan for U.S.-based employees • Contributions matched 1:1 up to the first 6% of compensation deferred • 2024 cap on matching contributions of 6% of $345,000 • Contributions are fully vested on contribution • Matching contributions for employees vest after two years of employment | | Deferred compensation plan | • Available to executives and certain other highly-compensated employees • Participants can defer receipt of up to 75% of annual salary and/or bonus until either employment ceases or a future date prior to termination • Contributions matched 1:1 on the first 6% of pay that is deferred over the 401(k) limit | | Perquisites | • Executive long-term disability insurance • Executive life insurance • Executive physical benefit • Executive financial planning services (except for the CEO) • A $3 million term life insurance policy for the CEO • Limited non-business use of the corporate aircraft • Security services, including home security systems, monitoring and additional personal security services for the CEO • No tax gross-ups are provided on any perquisites | | Severance and change in control benefits | • Executives are entitled to specified benefits on termination in certain circumstances • ‘Double trigger’ change in control agreements • No tax gross-ups |

  113. Annual compensation review

    Annual compensation review Typically, during the first quarter of each calendar year, the Committee conducts an annual compensation review. As part of this review, the Committee reviews information provided by its independent compensation consultant, Pearl Meyer, and recommendations presented by the CEO (for the other executive officers) with respect to annual base salary increases, annual incentive opportunities and equity grant sizes and mix. In reaching its decisions, the Committee applies its judgment to determine and set the appropriate mix and level of compensation for the executives. A range of perspectives is taken into account, including the Peer Group information provided by Pearl Meyer, Company and business unit performance, individual performance, prevailing market trends, feedback from shareholders, and the views of both the CEO and the other non-employee directors of the Board. The Committee then approves any changes to base salaries, bonus opportunities, and equity grant sizes and mix. As a final step, the Committee considers each element of pay in isolation and collectively, to ensure that in combination the overall total compensation is aligned with the Company’s compensation philosophy and our strategic market positioning.

  114. Compensation Peer Group

    Compensation Peer Group Factors considered in determining the Peer Group. Each year the Committee reviews the companies that are included in the compensation peer group (the “Peer Group”), which is used as a reference point to review and set executive compensation. In determining appropriate companies for inclusion in the Peer Group, the Committee considers a number of factors, including industry, revenue and market capitalization, as a means to assess size relative to the Company. Determination regarding Peer Group. As part of its annual process, in July 2023, the Committee undertook a comprehensive review of the Peer Group. As a result of a recent large acquisition undertaken by Cigna Corporation, the company was determined to fall outside one or more of the defined size parameters and was removed from the Peer Group. Two companies, PepsiCo, Inc. and Broadcom Inc., were added to the Peer Group, reflecting their relevance from a revenue, market capitalization and operational complexity standpoint. The Peer Group, as modified in July 2023, was used as a reference point to review and set executive compensation in February 2024 (the “Peer Group”).

  115. Compensation Peer Group

    | Peer Group | | | | 3M Company | Cisco Systems, Inc. | Merck & Co., Inc. | | Abbott Laboratories | Danaher Corporation | NIKE, Inc. | | AbbVie Inc. | Eli Lilly and Company | PepsiCo, Inc. | | Amgen Inc. | Gilead Sciences Inc. | Pfizer, Inc. | | Becton Dickinson and Company | Honeywell International Inc. | The Procter & Gamble Company | | Bristol-Myers Squibb Company | Johnson & Johnson | Texas Instruments Incorporated | | Broadcom Inc. | Medtronic plc | |

  116. Compensation Peer Group

    Our positioning relative to the Peer Group. The following chart illustrates the Company’s size compared to the Peer Group median of revenues and market capitalization, using data provided to the Committee. At the time of this review in July 2023, the Peer Group companies ranged from 0.4x to 2.3x of Thermo Fisher’s revenue and 0.25x to 2.3x of our market capitalization. Determination regarding 2025 Peer Group. In July 2024, the Committee conducted its annual review of the Peer Group and removed 3M Company from our Peer Group, due to a recent divestiture which reduced its relevance to the Company from an industry and revenue perspective. The Peer Group, as modified in July 2024, was used as a reference point to review and set executive compensation in February 2025 (the “2025 Peer Group”). Our positioning relative to the 2025 Peer Group. The following chart illustrates the Company’s size compared to the 2025 Peer Group median of revenues and market capitalization, using data provided to the Committee. At the time of this review in July 2024, the 2025 Peer Group companies ranged from 0.4x to 2.16x of Thermo Fisher’s revenue and 0.32x to 3.89x of our market capitalization.

  117. Compensation Peer Group

    | 48 | 2025 Proxy Statement | thermofisher.com |

  118. Strategic pay positioning

    | (1) Base salary and target annual incentive |

  119. Strategic pay positioning

    | (2) Base salary, target annual incentive and target LTI |

  120. Strategic pay positioning

    | (3) Base salary, target annual incentive, target LTI, change in pension value and nonqualified deferred compensation earnings, and all other compensation |

  121. Managing compensation risk

    | Support long-term view and sustainability of Company | • Appropriate peer group is used and market median is referenced • Appropriate balance of fixed and variable pay, with emphasis on long-term compensation • Incentive plans focus on key financial and strategic goals to align to the Company’s long-term business strategy • Rigorous stock ownership requirements • Additional two-year stock holding requirement on 50% of shares delivered upon vesting applied to all CEO restricted stock units | | Ability to recoup compensation | • Comprehensive clawback policy and recoupment provisions in award agreements | | Committee oversight | • Annual compensation program risk assessment • Assessment considers program design and payouts |

  122. Stock holding requirement for CEO

    Stock holding requirement for CEO In addition to stock ownership guidelines, the CEO has additional stock holding requirements to increase the accountability of his particular role. All time- or performance-based restricted stock units awarded to Mr. Casper are subject to a requirement that at least 50% of the net shares delivered upon vesting be held for at least two years, subject to certain exceptions. This provides further alignment of his long-term interests with those of the Company’s shareholders.

  123. ADDITIONAL RECOUPMENT PROVISIONS IN EQUITY AWARD AGREEMENTS REGARDING MISCONDUCT

    ADDITIONAL RECOUPMENT PROVISIONS IN EQUITY AWARD AGREEMENTS REGARDING MISCONDUCT Our equity award agreements also provide for the recoupment of all or part of any proceeds received upon the sale of awards that settled as much as 12 months prior to any breach by the executive of any non-competition, non-solicitation, confidentiality or similar covenant or agreement with us. Equity agreements for grants made from 2020 onwards also provide for the recoupment of all or part of any proceeds received upon the sale of awards that settled as much as 12 months prior to any illegal or gross misconduct resulting in termination, or a breach by an executive of his or her fiduciary duty to the Company.

  124. Summary compensation table

    Summary compensation table The following table summarizes compensation for services to the Company earned during the last 3 fiscal years (where applicable) by the Company’s NEOs.

  125. Summary compensation table

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Marc N. Casper Chairman, President and Chief Executive Officer | 2024 | $1,740,000 | $8,194,766 | $14,470,769 | $5,506,578 | $537,486 | $30,449,599 | | | 2023 | $1,730,027 | $8,357,021 | $5,536,313 | $2,623,068 | $730,240 | $18,976,669 | | | 2022 | $1,687,260 | $10,336,396 | $9,861,822 | $5,547,713 | $775,718 | $28,208,909 | | Stephen Williamson Senior Vice President and Chief Financial Officer | 2024 | $1,047,575 | $3,299,636 | $4,779,797 | $1,815,500 | $145,073 | $11,087,581 | | | 2023 | $1,014,577 | $2,535,540 | $1,680,428 | $805,777 | $203,937 | $6,240,259 | | | 2022 | $974,808 | $2,340,271 | $1,564,106 | $1,762,843 | $211,045 | $6,853,073 | | Michel Lagarde Executive Vice President and Chief Operating Officer | 2024 | $1,132,299 | $3,818,809 | $5,642,596 | $2,047,650 | $136,963 | $12,778,317 | | | 2023 | $1,099,210 | $3,025,589 | $2,004,706 | $912,674 | $206,712 | $7,248,891 | | | 2022 | $1,068,630 | $2,856,932 | $1,910,056 | $2,020,353 | $207,552 | $8,063,523 | | Gianluca Pettiti Executive Vice President | 2024 | $956,558 | $3,512,787 | $5,157,710 | $1,585,686 | $127,683 | $11,340,424 | | | 2023 | $868,836 | $2,449,680 | $1,622,562 | $627,299 | $163,506 | $5,731,883 | | | 2022 | $768,630 | $2,176,836 | $1,455,183 | $1,263,628 | $76,430 | $5,740,707 | | Frederick Lowery Executive Vice President | 2024 | $881,558 | $2,596,408 | $3,607,722 | $1,328,508 | $115,181 | $8,529,377 |

  126. Summary compensation table

    | (1) Reflects salary earned for the year. |

  127. Summary compensation table

    | (2) These amounts represent the aggregate grant date fair value of restricted stock unit awards made during 2024, 2023 and 2022, respectively, calculated in accordance with ASC 718. For information on the valuation assumptions with respect to these awards, refer to note 15 of the Thermo Fisher financial statements in the Form 10-K for the year ended December 31, 2024, as filed with the SEC. For performance-based restricted stock unit awards made in February 2024, these amounts reflect the grant date fair value of such awards at the time of grant based upon the probable outcome (earning 100% of target) at the time of grant. The value of the performance-based restricted stock unit awards at the grant date in February 2024 assuming that the highest level of performance conditions was achieved was $18,028,259, $4,867,788, $5,634,253, $5,182,365, and $3,830,639 for Messrs. Casper, Williamson, Lagarde, Pettiti, and Lowery, respectively. The amounts reflected in this column do not represent the actual amounts paid to or realized by the NEO for awards made during 2024, 2023 and 2022. |

  128. Summary compensation table

    | (3) These amounts represent the aggregate grant date fair value of stock option awards made during 2024, 2023 and 2022, respectively, calculated in accordance with ASC 718. For information on the valuation assumptions with respect to these awards, refer to note 15 of the Thermo Fisher financial statements in the Form 10-K for the year ended December 31, 2024, as filed with the SEC. For performance-based stock option awards made to Messrs. Casper, Williamson, Lagarde, Pettiti, and Lowery in February 2024, these amounts reflect the grant date fair value of such awards using a Monte Carlo simulation model. The amounts reflected in this column do not represent the actual amounts paid to or realized by the NEO for awards made during 2024, 2023 and 2022. |

  129. Summary compensation table

    | (4) Reflects compensation earned for the year but paid early in the subsequent year. |

  130. Summary compensation table

    | (5) The amounts presented in this column are detailed in the table below and include (a) matching contributions made on behalf of the NEOs by the Company pursuant to the Company’s 401(k) plan, (b) premiums paid by the Company with respect to long-term disability insurance for the benefit of the NEOs, (c) matching contributions made on behalf of the NEOs by the Company pursuant to the Company’s non-qualified deferred compensation plan, (d) dividends accrued in the form of dividend equivalents on restricted stock units, excluding the impact to the number of performance-based restricted stock units based on relative TSR performance, (e) financial planning services, (f) premiums paid by the Company with respect to executive group term life insurance, (g) access to executive physicals, and (h) with respect to Mr. Casper, premiums paid by the Company for a term life insurance policy for the benefit of Mr. Casper, personal security services, and the incremental cost to the Company of his non-business use of Company aircraft as authorized by the Compensation Committee, which has determined that such aircraft usage increases the security, availability, and productivity of the CEO, providing substantial benefits that justify the cost. |

  131. Summary compensation table

    | Name | Matching 401(k) Contributions | Long- term Disability Insurance Premiums | Matching Deferred Compensation Plan Contributions | Dividend Equivalents | Financial Planning Services | Term Life Insurance Policy | Personal Security Services | Personal Aircraft Usage | Other | Total All Other Compensation | | Marc N. Casper | $20,700 | $2,513 | $241,084 | $19,736 | $— | $12,487 | $15,966 | $225,000 | $— | $537,486 | | Stephen Williamson | $20,700 | $2,843 | $90,458 | $8,936 | $16,730 | $— | $— | $— | $5,406 | $145,073 | | Michel Lagarde | $20,700 | $3,001 | $101,952 | $10,698 | $— | $— | $— | $— | $612 | $136,963 | | Gianluca Pettiti | $20,700 | $2,724 | $74,226 | $8,881 | $16,730 | $— | $— | $— | $4,422 | $127,683 | | Frederick Lowery | $20,700 | $2,428 | $61,180 | $8,737 | $16,730 | $— | $— | $— | $5,406 | $115,181 |

  132. Summary compensation table

    | 52 | 2025 Proxy Statement | thermofisher.com |

  133. Grants of plan-based awards for 2024*

    Grants of plan-based awards for 2024*

  134. Grants of plan-based awards for 2024*

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | All Other Option Awards: Number of Securities Underlying Options(4) | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(5) | | Name | Grant Date | Threshold | Target(1) | Maximum | Threshold(2) | Target(2) | Maximum(2) | | | | | | Marc N. Casper | | — | $3,654,000 | $7,308,000 | | | | | | | | | | 2/21/2024 | | | | — | 14,562 | 32,036 | | | | $8,194,766 | | | 2/21/2024 | | | | — | 48,756 | 48,756 | | | 552.85 | $6,352,907 | | | 2/21/2024 | | | | | | | | 45,374 | $552.85 | $8,117,862 | | Stephen Williamson | | — | $1,204,711 | $2,409,422 | | | | | | | | | | 2/21/2024 | | | | — | 3,932 | 8,650 | | | | $2,212,733 | | | 2/21/2024 | | | | — | 19,863 | 19,863 | | | $552.85 | $2,588,149 | | | 2/21/2024 | | | | | | | 1,966 | | | $1,086,903 | | | 2/21/2024 | | | | | | | | 12,250 | $552.85 | $2,191,648 | | Michel Lagarde | | — | $1,358,759 | $2,717,518 | | | | | | | | | | 2/21/2024 | | | | — | 4,551 | 10,012 | | | | $2,561,075 | | | 2/21/2024 | | | | — | 23,836 | 23,836 | | | $552.85 | $3,105,831 | | | 2/21/2024 | | | | | | | 2,275 | | | $1,257,734 | | | 2/21/2024 | | | | | | | | 14,179 | $552.85 | $2,536,765 | | Gianluca Pettiti | | — | $1,052,214 | $2,104,427 | | | | | | | | | | 2/21/2024 | | | | — | 4,186 | 9,209 | | | | $2,355,672 | | | 2/21/2024 | | | | — | 21,669 | 21,669 | | | $552.85 | $2,823,471 | | | 2/21/2024 | | | | | | | 2,093 | | | $1,157,115 | | | 2/21/2024 | | | | | | | | 13,047 | $552.85 | $2,334,239 | | Frederick Lowery | | — | $881,558 | $1,763,116 | | | | | | | | | | 2/21/2024 | | | | — | 3,094 | 6,807 | | | | $1,741,149 | | | 2/21/2024 | | | | — | 14,446 | 14,446 | | | $552.85 | $1,882,314 | | | 2/21/2024 | | | | | | | 1,547 | | | $855,259 | | | 2/21/2024 | | | | | | | | 9,644 | $552.85 | $1,725,408 |

  135. Grants of plan-based awards for 2024*

    | * All equity awards made during 2024 were granted under the Company’s Amended and Restated 2013 Stock Incentive Plan. |

  136. Grants of plan-based awards for 2024*

    | (1) Target awards are based on a percentage of the NEO’s salary (see “Compensation discussion and analysis—Annual incentive plan” on page 35 and “Compensation discussion and analysis—2024 Named Executive Officer annual incentive payouts” on page 39). |

  137. Grants of plan-based awards for 2024*

    | (2) Represents the threshold, target and maximum number of achievable shares pursuant to (i) a performance-based restricted stock unit award granted on February 21, 2024 (see “Compensation discussion and analysis — Long-term incentives” on page 40 and “Compensation discussion and analysis — Long-term incentives — 2024 performance-based restricted stock units” on page 41) and (ii) a performance-based stock option award granted on February 21, 2024 which vests, if at all, in part or in whole, in one installment on February 28, 2027 (see “Compensation discussion and analysis — Long-term incentives — TSR long-term incentive stock option awards” on page 45). |

  138. Grants of plan-based awards for 2024*

    | (3) Represents a time-based restricted stock unit award which vests over a 3.5 year period, according to our standard schedule. (See “Compensation discussion and analysis — Long-term incentives” on page 40.) |

  139. Grants of plan-based awards for 2024*

    | (4) Represents a stock option award which vests in equal annual installments over a 4-year period. (See “Compensation discussion and analysis — Long-term incentives” on page 40.) |

  140. Grants of plan-based awards for 2024*

    | (5) These amounts represent the aggregate grant date fair value of stock option and restricted stock unit awards made during 2024, calculated in accordance with ASC 718. For performance-based awards, these amounts reflect the grant date fair value of such awards based upon the probable outcome at the time of grant. For information on the valuation assumptions with respect to these awards, refer to note 15 of the Thermo Fisher financial statements in the Form 10-K for the year ended December 31, 2024, as filed with the SEC. |

  141. Grants of plan-based awards for 2024*

    | 2025 Proxy Statement | thermofisher.com | 53 |

  142. Outstanding equity awards at 2024 fiscal year-end

    Outstanding equity awards at 2024 fiscal year-end

  143. Outstanding equity awards at 2024 fiscal year-end

    | | Option Awards | | | | | Stock Awards | | | | | Name | Unexercised and Exercisable | Unexercised and Unexercisable(1) | Unexercised and Unearned 2024 Performance- Based Option | Option Exercise Price | Option Expiration Date | Unvested RSUs(1) | Unvested RSUs | Unearned and Unvested PRSUs | Unearned and Unvested PRSUs | | Marc N. Casper | 71,250 | — | — | $253.99 | 2/26/2026 | — | — | — | — | | | 54,550 | — | — | $309.63 | 2/25/2027 | — | — | — | — | | | 53,730 | — | — | $418.32 | 9/9/2027 | — | — | — | — | | | 30,637 | 10,213(2) | — | $458.81 | 2/23/2028 | — | — | — | — | | | 18,255 | 18,256(3) | — | $528.58 | 2/23/2030 | — | — | — | — | | | 8,276 | 24,828(4) | — | $548.40 | 2/22/2031 | — | — | — | — | | | — | 45,374(5) | — | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | 48,756(6) | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | — | — | — | 1,420(10) | $738,727 | — | — | | | — | — | — | — | — | 2,998(11) | $1,559,650 | — | — | | | — | — | — | — | — | 5,519(13) | $2,871,149 | — | — | | | — | — | — | — | — | — | — | 14,562(15) | $7,575,589(16) | | Stephen Williamson | 19,650 | — | — | $253.99 | 2/26/2026 | — | | — | — | | | 17,300 | — | — | $309.63 | 2/25/2027 | — | — | — | — | | | 20,000 | — | — | $418.32 | 9/9/2027 | — | — | — | — | | | 9,187 | 3,063(2) | — | $458.81 | 2/23/2028 | — | — | — | — | | | 5,708 | 5,708(3) | — | $528.58 | 2/23/2030 | — | — | — | — | | | 2,512 | 7,536(4) | — | $548.40 | 2/22/2031 | — | — | — | — | | | — | 12,250(5) | — | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | 19,863(6) | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | — | — | — | 444(10) | $230,982 | — | — | | | — | — | — | — | — | 908(11) | $472,369 | — | — | | | — | — | — | — | — | 1,671(12) | $869,304 | — | — | | | — | — | — | — | — | 1,726(13) | $897,917 | — | — | | | — | — | — | — | — | — | — | 3,932(15) | $2,045,544(16) | | Michel Lagarde | 4,638 | — | — | $253.99 | 2/26/2026 | — | — | — | — | | | 122,637 | — | — | $105.17 | 7/20/2026 | | | | | | | 2,250 | — | — | $294.02 | 9/5/2026 | — | — | — | — | | | 9,138 | — | — | $309.63 | 2/25/2027 | — | — | — | — | | | 22,046 | — | — | $132.66 | 3/23/2027 | — | — | — | — | | | 22,870 | — | — | $418.32 | 9/9/2027 | — | — | — | — | | | 7,788 | 3,894(2) | — | $458.81 | 2/23/2028 | — | — | — | — | | | 10,024 | 3,342(7) | — | $635.10 | 11/1/2028 | — | — | — | — | | | 6,970 | 6,971(3) | — | $528.58 | 2/23/2030 | — | — | — | — | | | 2,996 | 8,991(4) | — | $548.40 | 2/22/2031 | — | — | — | — | | | — | 14,179(5) | — | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | 23,836(6) | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | — | — | — | 542(10) | $281,965 | — | — | | | — | — | — | — | — | 1,084(11) | $563,929 | — | — | | | — | — | — | — | — | 1,933(12) | $1,005,605 | — | — | | | — | — | — | — | — | 2,109(13) | $1,097,165 | — | — | | | — | — | — | — | — | — | — | 4,551(15) | $2,367,567(16) |

  144. Outstanding equity awards at 2024 fiscal year-end

    | 54 | 2025 Proxy Statement | thermofisher.com |

  145. Outstanding equity awards at 2024 fiscal year-end

    | | Option Awards | | | | | Stock Awards | | | | | Name | Unexercised and Exercisable | Unexercised and Unexercisable(1) | Unexercised and Unearned 2024 Performance- Based Option | Option Exercise Price | Option Expiration Date | Unvested RSUs(1) | Unvested RSUs | Unearned and Unvested PRSUs | Unearned and Unvested PRSUs | | Gianluca Pettiti | 725 | — | — | $253.99 | 2/26/2026 | — | — | — | — | | | 2,250 | — | — | $294.02 | 9/5/2026 | — | — | — | — | | | 11,200 | — | — | $309.63 | 2/25/2027 | — | — | — | — | | | 14,300 | — | — | $418.32 | 9/9/2027 | — | — | — | — | | | 3,870 | —(8) | — | $514.76 | 11/5/2027 | — | — | — | — | | | 9.000 | 3,000(2) | — | $458.81 | 2/23/2028 | — | — | — | — | | | 6,683 | 2,228(7) | — | $635.10 | 11/1/2028 | — | — | — | — | | | 5,310 | 5,311(3) | — | $528.58 | 2/23/2030 | — | — | — | — | | | 2,425 | 7,277(4) | — | $548.40 | 2/22/2031 | — | — | — | — | | | — | 13,047(5) | — | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | 21,669(6) | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | — | — | — | 413(10) | $214,855 | — | — | | | — | — | — | — | — | 878(11) | $456,762 | — | — | | | — | — | — | — | — | 1,779(12) | $925,489 | — | — | | | — | — | — | — | — | 1,606(13) | $835,489 | — | — | | | — | — | — | — | — | — | — | 4,186(15) | $2,177,683(16) | | Frederick Lowery | 18,300 | — | — | $210.68 | 2/27/2025 | — | — | — | — | | | 13,825 | — | — | $253.99 | 2/26/2026 | — | — | — | — | | | 12,675 | — | — | $309.63 | 2/25/2027 | — | — | — | — | | | 14,300 | — | — | $418.32 | 9/9/2027 | — | — | — | — | | | 3,870 | —(8) | — | $514.76 | 11/5/2027 | — | — | — | — | | | 8,235 | 2,745(2) | — | $458.81 | 2/23/2028 | — | — | — | — | | | 4,646 | 4,647(3) | — | $528.58 | 2/23/2030 | — | — | — | — | | | 2,141 | 6,423(4) | — | $548.40 | 2/22/2031 | — | — | — | — | | | 370 | 1,112(9) | — | $536.70 | 9/6/2031 | — | — | — | — | | | — | 9,644(5) | — | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | 14,446(6) | $552.85 | 2/21/2032 | — | — | — | — | | | — | — | — | — | — | 362(10) | $188,323 | — | — | | | — | — | — | — | — | 774(11) | $402,658 | — | — | | | — | — | — | — | — | 1,314(12) | $683,582 | — | — | | | — | — | — | — | — | 1,406(13) | $731,443 | — | — | | | — | — | — | — | — | 861(14) | $447,918 | — | — | | | — | — | — | — | — | — | — | 3,094(15) | $1,609,592(16) |

  146. Outstanding equity awards at 2024 fiscal year-end

    | * Calculated based on $520.23, the closing price of the Company’s common stock on the New York Stock Exchange on December 31, 2024. |

  147. Outstanding equity awards at 2024 fiscal year-end

    | (1) Unexercisable stock options and unvested restricted stock units vest as described in the footnotes below, under certain circumstances described under the heading “Potential termination payments,” and upon other events such as death, disability, or qualifying retirement, as described under “Treatment of equity.” |

  148. Outstanding equity awards at 2024 fiscal year-end

    | (2) Represents a stock option granted on February 23, 2021. The stock option vests in equal annual installments on each of February 23, 2022, 2023, 2024, and 2025. |

  149. Outstanding equity awards at 2024 fiscal year-end

    | (3) Represents a stock option granted on February 23, 2022. The stock option vests in equal annual installments on each of February 28, 2023, 2024, 2025, and 2026. |

  150. Outstanding equity awards at 2024 fiscal year-end

    | (4) Represents a stock option granted on February 22, 2023. The stock option vests in equal annual installments on each of February 28, 2024, 2025, 2026, and 2027. |

  151. Outstanding equity awards at 2024 fiscal year-end

    | (5) Represents a stock option granted on February 21, 2024. The stock option vests in equal annual installments on each of February 28, 2025, 2026, 2027, and 2028. |

  152. Outstanding equity awards at 2024 fiscal year-end

    | (6) Represents the maximum number of stock options that may be earned pursuant to a performance-based stock option award granted on February 21, 2024 which vests, in part or in whole, in one installment on February 28, 2027. (See “Compensation discussion and analysis — Long-term incentives — TSR long-term incentive stock option awards” on page 45). |

  153. Outstanding equity awards at 2024 fiscal year-end

    | (7) Represents a stock option granted on November 1, 2021. The stock option vests in four equal annual installments beginning on the one year anniversary of the date of grant. |

  154. Outstanding equity awards at 2024 fiscal year-end

    | (8) Represents a stock option granted on November 5, 2020. The stock option vests in four equal annual installments beginning on the one year anniversary of the date of grant. |

  155. Outstanding equity awards at 2024 fiscal year-end

    | (9) Represents a stock option granted on September 6, 2023. The stock option vests in four equal annual installments beginning on the one year anniversary of the date of grant. |

  156. Outstanding equity awards at 2024 fiscal year-end

    | (10) Represents a time-based restricted stock unit award granted on February 23, 2022. The time-based restricted stock unit award vests 15% on August 28, 2022, 25% on August 28, 2023, 30% on August 28, 2024 and 30% on August 28, 2025. |

  157. Outstanding equity awards at 2024 fiscal year-end

    | (11) Represents a time-based restricted stock unit award granted on February 22, 2023. The time-based restricted stock unit award vests 15% on August 28, 2023, 25% on August 28, 2024, 30% on August 28, 2025 and 30% on August 28, 2026. |

  158. Outstanding equity awards at 2024 fiscal year-end

    | (12) Represents a time-based restricted stock unit award granted on February 21, 2024. The time-based restricted stock unit award vests 15% on August 28, 2024, 25% on August 28, 2025, 30% on August 28, 2026 and 30% on August 28, 2027. |

  159. Outstanding equity awards at 2024 fiscal year-end

    | (13) Represents a performance-based restricted stock unit award granted on February 23, 2022, excluding the impact of any adjustment based on relative TSR performance. The performance-based restricted stock unit award vests in equal annual installments on each of February 28, 2023, 2024, and 2025, except that the third tranche is subject to adjustment based on relative TSR performance. (See “Compensation discussion and analysis — Long-term incentives” on page 40). |

  160. Outstanding equity awards at 2024 fiscal year-end

    | (14) Represents a performance-based restricted stock unit award granted on February 22, 2023, excluding the impact of any adjustment based on relative TSR performance. The performance-based restricted stock unit award vests in equal annual installments on each of February 28, 2024, 2025, and 2026, except that the third tranche is subject to adjustment based on relative TSR performance. (See “Compensation discussion and analysis — Long-term incentives” on page 40). |

  161. Outstanding equity awards at 2024 fiscal year-end

    | (15) Represents the target number of achievable shares that may be earned pursuant to a performance-based restricted stock unit award granted on February 21, 2024, excluding the impact of adjustment based on relative TSR performance. The performance-based restricted stock unit award vests in equal annual installments on February 28, 2025, 2026 and 2027, except that the third tranche is adjusted based on relative TSR performance. (See “Compensation discussion and analysis — Long-term incentives” on page 40). |

  162. Outstanding equity awards at 2024 fiscal year-end

    | (16) Represents the target payout of a performance-based restricted stock unit award granted on February 21, 2024 at $520.23, the Company’s closing stock price on December 31, 2024. |

  163. Outstanding equity awards at 2024 fiscal year-end

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  164. Option exercises and stock vested during 2024

    Option exercises and stock vested during 2024 The following table reports information regarding stock option exercises and the vesting of stock awards during 2024 by the NEOs.

  165. Option exercises and stock vested during 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized On Exercise(1) | Number of Shares Acquired on Vesting | Value Realized On Vesting | | Marc N. Casper | 202,150 | $76,825,633 | 15,511 | $9,043,174 | | Stephen Williamson | 21,925 | $8,344,436 | 5,074 | $2,966,950 | | Michel Lagarde | 20,000 | $9,697,598 | 6,210 | $3,630,214 | | Gianluca Pettiti | — | $— | 5,114 | $2,988,410 | | Frederick Lowery | — | $— | 4,929 | $2,873,364 |

  166. Option exercises and stock vested during 2024

    | (1) The amounts shown in this column represent the difference between the option exercise price and the market price on the date of exercise. |

  167. Nonqualified deferred compensation for 2024

    Nonqualified deferred compensation for 2024

  168. Nonqualified deferred compensation for 2024

    | Name | Executive Contributions in Last FY(1) | Company Contributions in Last FY(2) | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Marc N. Casper | $261,784 | $241,084 | $3,194,631 | $— | $18,601,039(3) | | Stephen Williamson | $90,458 | $90,458 | $139,899 | $— | $2,771,184(4) | | Michel Lagarde | $101,951 | $101,951 | $65,891 | $— | $1,261,535(5) | | Gianluca Pettiti | $74,226 | $74,226 | $47,583 | $— | $498,490(6) | | Frederick Lowery | $706,581 | $61,180 | $1,766,922 | $— | $9,449,320(7) |

  169. Nonqualified deferred compensation for 2024

    | (1) Represents deferral of a portion of 2024 salary and/or bonus earned for 2023 performance (but paid in 2024). |

  170. Nonqualified deferred compensation for 2024

    | (2) Represents a matching Company contribution in the deferred compensation plan with respect to 2024 salary and/or bonus earned for 2023 (but paid in 2024) and reported in the “All Other Compensation” column for 2024 for the applicable NEO in the Summary Compensation Table on page 52. |

  171. Nonqualified deferred compensation for 2024

    | (3) Of this amount, $421,635, $83,954 and $104,400 were withheld from Mr. Casper’s 2022, 2023 and 2024 salary, respectively, for deferral, and $2,773,857 and $157,384 were withheld from his bonus earned for 2022 and 2023, respectively, for deferral, which amounts are also included in the “Salary” column for 2022, 2023 and 2024, respectively, and the “Non-Equity Incentive Plan Compensation” column for 2022 and 2023, respectively, for Mr. Casper in the Summary Compensation Table on page 52. |

  172. Nonqualified deferred compensation for 2024

    | (4) Of this amount $40,154, $41,028 and $42,111 were withheld from Mr. Williamson’s 2022, 2023 and 2024 salary, respectively, for deferral, and $105,771 and $48,347 were withheld from his bonus earned for 2022 and 2023, respectively, for deferral, which amounts are also included in the “Salary” column for 2022, 2023 and 2024, and the “Non-Equity Incentive Plan Compensation” column for 2022 and 2023, respectively, for Mr. Williamson in the Summary Compensation Table on page 52. |

  173. Nonqualified deferred compensation for 2024

    | (5) Of this amount, $45,796, $46,114 and $47,191 were withheld from Mr. Lagarde’s 2022, 2023 and 2024 salary for deferral and $121,221 and $54,760 were withheld from his bonus earned for 2022 and 2023, respectively, for deferral, which amounts are also included in the “Salary” column for 2022, 2023 and 2024 and the “Non-Equity Incentive Plan Compensation” column for 2022 and 2023, respectively, for Mr. Lagarde in the Summary Compensation Table on page 52. |

  174. Nonqualified deferred compensation for 2024

    | (6) Of this amount, $27,796, $32,181 and $36,588 were withheld from Mr. Pettiti’s 2022, 2023 and 2024 salary for deferral, and $75,818 and $37,638 were withheld from his bonus earned for 2022 and 2023, respectively, for deferral, which amounts are also included in the “Salary” column for 2022, 2023 and 2024 and the “Non-Equity Incentive Plan Compensation” column for 2022 and 2023, respectively, for Mr. Pettiti in the Summary Compensation Table on page 52. |

  175. Nonqualified deferred compensation for 2024

    | (7) Of this amount $439,904 was withheld from Mr. Lowery’s 2024 salary for deferral, which amount is also included in the “Salary” column for 2024 for Mr. Lowery in the Summary Compensation Table on page 52. |

  176. Nonqualified deferred compensation for 2024

    The Company maintains a deferred compensation plan for its executive officers and certain other highly compensated employees. The Company credits (or debits) a participant’s account with the amount that would be earned (or lost) had the deferred amounts been invested in certain funds selected by the participant. The participant does not have any actual ownership in these funds. Any gains (or losses) on amounts deferred are not taxable until deferred amounts are paid to the participant. All amounts in the participant’s deferred account represent unsecured obligations of the Company. Details of the various deferred compensation plans as of December 31, 2024 are included in the table below.

  177. Nonqualified deferred compensation for 2024

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  178. Nonqualified deferred compensation for 2024

    | Plan and Effective Dates | Amounts | Payouts and Distributions | Investment Vehicles | | Original Deferred Compensation Plan (effective 2001 through December 31, 2004)(1) | Annual base salary (up to 90%) Annual incentive bonus (up to 100%) | • Specified date in the future (lump sum or, under Amended and Restated 2005 Deferred Compensation Plan and 2024 DCP, installments) • Upon death or, under all plans except the 2024 DCP, disability (lump sum distribution) • Retirement or termination of employment (lump sum distribution or annual installment payments) • Unforeseeable financial emergency (lump sum) • Original Deferred Compensation Plan also allows payout at any time less a withdrawal penalty of 10% (lump sum) • Pre-October 2019, deferrals under the Amended and Restated 2005 Deferred Compensation Plan are also distributable upon a change in control, if elected by the participant (lump sum distribution or annual installment payments) | • Array of mutual funds and vehicles (track investment options available in Company’s 401(k) plan) • Fixed interest account (provides interest at rate that is reset annually, at 120% of applicable federal long-term rate compounded annually)(4) • Balances and future deferrals may be reallocated among the investment choices up to 4 times in any plan year | | 2005 Deferred Compensation Plan (effective January 1, 2005 through December 31, 2008)(2) | Annual base salary (up to 90%) Annual incentive bonus (up to 100%) | | | | Amended and Restated 2005 Deferred Compensation Plan (effective January 1, 2009 through December 31, 2023)(3) | Annual base salary (up to 50%; effective January 1, 2022, up to 100%) Annual bonus (up to 50%; effective January 1, 2022, up to 100%) Company match of 100% of first 6% of pay that is deferred into the plan over the IRS annual compensation limit for 401(k) purposes | | | | Amended and Restated Deferred Compensation Plan (effective January 1, 2024) (“2024 DCP”) | Annual base salary (up to 75%) Annual bonus (up to 75%) Company match of 100% of first 6% of pay that is deferred into the plan over the IRS annual compensation limit for 401(k) purposes | | |

  179. Nonqualified deferred compensation for 2024

    | (1) The Original Deferred Compensation Plan remains in existence and applies to amounts deferred on or before December 31, 2004. The Company has “frozen” the terms of the Original Deferred Compensation Plan in existence as of December 31, 2004 for account balances resulting from amounts deferred through such date. |

  180. Nonqualified deferred compensation for 2024

    | (2) The 2005 Deferred Compensation Plan is intended to comply with Section 409A of the Code as enacted under The American Jobs Creation Act of 2004 The 2005 Deferred Compensation Plan remains in existence and applies to amounts deferred between January 1, 2005 and December 31, 2008. |

  181. Nonqualified deferred compensation for 2024

    | (3) The 2005 Amended and Restated Deferred Compensation Plan is intended to comply with Section 409A of the Code as enacted under The American Jobs Creation Act of 2004. The 2005 Amended and Restated Deferred Compensation Plan remains in existence and applies to amounts deferred between January 1, 2009 and December 31, 2023. |

  182. Nonqualified deferred compensation for 2024

    | (4) We do not provide any “above market earnings or preferential earnings” as defined in applicable SEC rules and regulations. |

  183. Nonqualified deferred compensation for 2024

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  184. Nonqualified deferred compensation for 2024

    Unless otherwise indicated, the table below shows the funds available to participants and their annual rate of return for the year ended December 31, 2024 (though participants’ actual options are funds and vehicles that track the funds shown below instead of the actual funds themselves).

  185. Nonqualified deferred compensation for 2024

    | Name of Fund | Rate of Return(1) | Name of Fund | Rate of Return(1) | Name of Fund | Rate of Return(1) | | T. Rowe Price Retirement 2005 Fund | 8.39% | T. Rowe Price Retirement 2045 Fund | 14.35% | State Street Global All Cap Equity Ex-US Index | 5.16% | | T. Rowe Price Retirement 2010 Fund | 8.76% | T. Rowe Price Retirement 2050 Fund | 14.63% | PGIM Jennison Small Company Fund | 29.76% | | T. Rowe Price Retirement 2015 Fund | 9.05% | T. Rowe Price Retirement 2055 Fund | 14.72% | State Street S&P 500 Index Fund | 24.99% | | T. Rowe Price Retirement 2020 Fund | 9.46% | T. Rowe Price Retirement 2060 Fund | 14.72% | State Street Russell Sm/Mid Cap Index | 17.19% | | T. Rowe Price Retirement 2025 Fund | 10.05% | T. Rowe Price Retirement 2065 Fund | 14.64% | FIAM Core Plus Bond Fund | 2.74% | | T. Rowe Price Retirement 2030 Fund | 11.07% | Capital Group Euro Pacific Growth Fund | 5.29% | State Street US Inflation-Protected Bond Index | 1.95% | | T. Rowe Price Retirement 2035 Fund | 12.32% | Dodge & Cox Stock Fund | 14.62% | State Street US Bond Index | 1.38% | | T. Rowe Price Retirement 2040 Fund | 13.56% | Fidelity Blue Chip Growth Fund | 39.49% | Thermo Fisher Fixed Interest Account(2) | 5.46% |

  186. Nonqualified deferred compensation for 2024

    | (1) Assumes reinvestment of dividends. |

  187. Nonqualified deferred compensation for 2024

    | (2) Annual rate of return updated annually on January 31. |

  188. CEO pay ratio

    CEO pay ratio In accordance with SEC rules, we are providing a reasonable estimate of the ratio of the annual total compensation of our CEO to that of our median employee. In determining our CEO pay ratio for 2024, we concluded that neither our workforce composition nor our compensation arrangements changed materially during 2024; therefore, we used the same median employee this year as the one identified for purposes of our CEO pay ratio for 2023. The annual total compensation of our median employee (other than the CEO) for 2024 was $75,643. As disclosed in the Summary Compensation Table appearing on page 52, our CEO’s annual total compensation for 2024 was $30,449,599. Based on the foregoing, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was approximately 403 to 1. Given the different methodologies that various public companies will use to determine an estimate of their CEO pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  189. Pay versus performance

    Pay versus performance As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance measures. For information about how our Compensation Committee seeks to align executive compensation with the Company’s performance, see “Compensation discussion and analysis.” The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.

  190. Pay versus performance table

    Pay versus performance table

  191. Pay versus performance table

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (1) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers (2) | Average Compensation Actually Paid to Non-CEO Named Executive Officers (1) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in Millions) | Company Selected Measure (Adjusted EPS) (5) | | | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (4) | | | | 2024 | $30,449,599 | $29,595,626 | $10,933,925 | $10,458,486 | $162.06 | $152.79 | $6,338 | $21.86 | | 2023 | $18,976,669 | $9,231,815 | $5,527,624 | $2,788,969 | $164.90 | $144.58 | $5,955 | $21.55 | | 2022 | $28,208,909 | $(4,695,030) | $5,944,038 | $(639,700) | $170.63 | $137.66 | $6,960 | $23.24 | | 2021 | $21,234,358 | $65,926,795 | $8,235,368 | $23,903,448 | $206.28 | $141.38 | $7,728 | $25.13 | | 2020 | $26,390,073 | $79,705,130 | $8,981,197 | $27,907,550 | $143.71 | $112.97 | $6,377 | $19.56 |

  192. Pay versus performance table

    | (1) Represents the amount of “Compensation Actually Paid” or “CAP” as computed per SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the applicable individual(s) during the applicable year. The following table summarizes the adjustments made to total compensation in accordance with Item 402(v) of Regulation S-K in order to determine the compensation amounts shown in the table above as being “Compensation Actually Paid”. |

  193. Pay versus performance table

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  194. Pay versus performance table

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | Adjustments | CEO | Other NEOs* | CEO | Other NEOs* | CEO | Other NEOs* | CEO | Other NEOs* | CEO | Other NEOs* | | Total Compensation from Summary Compensation Table (“SCT”) | $30,449,599 | $10,933,925 | $18,976,669 | $5,527,624 | $28,208,909 | $5,944,038 | $21,234,358 | $8,235,368 | $26,390,073 | $8,981,197 | | Adjustments for defined benefit and actuarial pension plans | | | | | | | | | | | | (Subtraction): SCT amounts | $— | $— | $— | $— | $— | $— | $— | $— | $— | $(158,701) | | Adjustments for stock and option awards** | | | | | | | | | | | | (Subtraction): SCT amounts | $(22,665,535) | $(8,103,866) | $(13,893,334) | $(3,748,831) | $(20,198,218) | $(3,416,337) | $(12,551,562) | $(5,251,850) | $(16,282,896) | $(5,319,794) | | Addition: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end | $17,596,455 | $6,107,964 | $6,817,181 | $1,839,348 | $13,253,670 | $3,626,807 | $26,760,316 | $10,357,430 | $31,993,253 | $10,441,378 | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | $(1,146,029) | $(395,477) | $(2,341,587) | $(688,989) | $(15,113,021) | $(4,391,710) | $32,315,930 | $10,136,736 | $37,866,345 | $11,887,160 | | Addition: Vesting date fair value of awards granted and vesting during such year | $— | $181,489 | $408,893 | $110,537 | $399,670 | $109,219 | $762,602 | $269,259 | $823,466 | $270,477 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | $5,361,136 | $1,734,451 | $(736,007) | $(250,720) | $(11,246,041) | $(2,511,717) | $(2,594,849) | $156,505 | $(1,085,111) | $1,805,834 | | Compensation Actually Paid (as calculated) | $29,595,626 | $10,458,486 | $9,231,815 | $2,788,969 | $(4,695,030) | $(639,700) | $65,926,795 | $23,903,448 | $79,705,130 | $27,907,550 |

  195. Pay versus performance table

    | * Amounts presented are averages for the entire group of NEOs (excluding our CEO). |

  196. Pay versus performance table

    | ** Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted stock unit grant date fair values are calculated using the stock price and performance accrual modifiers, where relevant, as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of the applicable year end and as of the date of vest. Time-based restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of the applicable year end and as of each date of vest. |

  197. Pay versus performance table

    | (2) The CEO was Mr. Casper for all years in the table. The other NEOs were Messrs Williamson and Lagarde (all years), Mr. Lowery (2024), Mr. Pettiti (2024, 2023, 2022 and 2021), Lisa Britt (2023), Michael Boxer (2022), Mark Stevenson (2021 and 2020), and Syed Jafry (2020). |

  198. Pay versus performance table

    | (3) For the relevant fiscal year, represents the cumulative total shareholder return of the Company for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021, and 2020, respectively. |

  199. Pay versus performance table

    | (4) For the relevant fiscal year, represents the cumulative total shareholder return of a weighted blend (80/20, respectively) of the Standard & Poor’s 500 Healthcare and Standard & Poor’s 500 Industrial Indices (“S&P Index”), our published industry index for purposes of disclosure under Item 201(e) of Regulation S-K, for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021, and 2020, respectively. |

  200. Pay versus performance table

    | (5) Adjusted EPS is a non-GAAP measure. Appendix A to this Proxy Statement defines this and other non-GAAP financial measures. |

  201. Pay versus performance table

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  202. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return

  203. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  204. Compensation Actually Paid vs. Adjusted EPS

    Compensation Actually Paid vs. Adjusted EPS

  205. Compensation Actually Paid vs. Adjusted EPS

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