DEF 14A of Thermo Fisher Scientific Inc., Apr 7, 2026

DEF 14A of Thermo Fisher Scientific Inc.

Filed Apr 7, 2026 · FY20250001193125-26-144585

Open on EDGAR

  1. Marc N. Casper

    | Information about stock ownership | 69 | | Security ownership of certain beneficial owners and management | 69 | | Equity compensation plan information | 70 | | Voting and meeting information | 71 | | Meeting information | 71 | | Voting information | 73 | | Proxy solicitation and distribution | 74 | | Submitting 2027 proposals | 74 | | Appendix A: Reconciliation of GAAP to non-GAAP financial measures | 75 |

  2. Marc N. Casper

    | Frequently Requested Information | | | Board leadership structure | 22 | | Board self-evaluation | 21 | | Board skills and experience | 9 | | CEO pay ratio | 62 | | Clawback policy | 50 | | Committees of the Board | 23 | | Components of our compensation program | 39 | | Named Executive Officers | 36 | | Director time commitments policy | 20 | | Peer groups | 40 | | Policy on hedging and pledging | 49 | | Shareholder engagement | 6 | | Stock ownership guidelines | 49 | | Summary compensation table | 51 |

  3. CURRENT DIRECTOR TENURE

    CURRENT DIRECTOR TENURE

  4. CURRENT DIRECTOR TENURE

    | Thermo Fisher Scientific 2026 Proxy Statement | 19 |

  5. CURRENT DIRECTOR TENURE

    Director engagement

  6. CURRENT DIRECTOR TENURE

    | 99% Average attendance of directors at Board and Committee meetings in 2025 37 Board and Committee meetings in 2025 100% Attendance of directors at 2025 Annual Meeting of Shareholders | Executive sessions The Board recognizes the importance of independent oversight of the CEO and management and has established policies and procedures to support that objective. Independent directors meet regularly, at least semi-annually, in executive session without management present, and more frequently as requested by any independent director. The independent Lead Director presides over these executive sessions. Board and Committee meeting attendance The Board is responsible for attending Board meetings and committee meetings on which they serve. During 2025, each of our directors attended at least 75% of the total number of meetings of the Board and the committees of which such director was a member. Annual meeting attendance Members of the Board are expected to attend the annual meeting of shareholders. All of the then-serving directors attended the 2025 Annual Meeting of Shareholders. |

  7. CURRENT DIRECTOR TENURE

    Director time commitments policy

  8. CURRENT DIRECTOR TENURE

    | The Board believes that service on other public company boards can provide directors with valuable experience that benefits Thermo Fisher. However, such service also requires significant commitment of time and attention. Accordingly, directors are expected to ensure they have sufficient capacity to fulfill their responsibilities to the Company. The Board’s policy, which is included in our Corporate Governance Guidelines: • Limits outside public board service to three boards (or two for directors who are executive officers of a public company), in addition to the Company. • Limits Audit Committee members to service on no more than two other public company audit committees. • Provides that the continuation on the Board of any director that materially changes his or her current position or job responsibilities, is a matter to be decided in each individual instance by the Board, upon recommendation of the N&CG Committee. How the policy was applied to Ms. Johnson. Ms. Johnson is the CEO of Franklin Resources, Inc., which is a global investment management holding company operating through its subsidiaries. In her capacity as CEO, she serves on the holding company board and also the boards of certain of its funds, which are registered as investment companies and are managed or advised by subsidiaries of Franklin Resources, Inc. Since Ms. Johnson’s responsibilities as a board member of these companies are integrally related to her role as CEO of Franklin Resources, Inc., the Board believes that this board service does not meaningfully increase her time commitments or fiduciary duties, as would be the case with service on unaffiliated public company boards. | DIRECTOR no more than 3 other public company boards | | | PUBLIC COMPANY EXECUTIVE OFFICER no more than 2 other public company boards | | | AUDIT COMMITTEE no more than 2 other public company audit committees |

  9. CURRENT DIRECTOR TENURE

    Director orientation and education New director orientation. We provide our new directors with a comprehensive orientation to familiarize them with our business and strategic plans, significant financial, accounting and risk management matters, human capital management programs, compliance programs and other controls, policies, principal officers and internal auditors, and our independent registered public accounting firm. The orientation also addresses Board procedures, our Corporate Governance Guidelines and our Board committees. Directors who will be serving as committee members receive orientation specific to the committees on which they will serve. Educational sessions. Throughout the year, management provides regular presentations to the Board and its Committees on Thermo Fisher’s strategy, business performance, financial results, legal and compliance matters, and other key developments affecting the Company. These updates also include emerging topics of importance to our business and stakeholders, such as AI and technological innovation. Directors are welcome to attend meetings of Committees of which they are not a member. Periodically, the Board also visits Thermo Fisher manufacturing facilities to deepen their understanding of our business. Continuing director education. Each director is expected to be involved in continuing director education on an ongoing basis to enable better performance of duties, and to recognize issues that arise.

  10. CURRENT DIRECTOR TENURE

    | 20 | Thermo Fisher Scientific 2026 Proxy Statement |

  11. CURRENT DIRECTOR TENURE

    Annual evaluation process Each year, our Board conducts a self-evaluation in order to assess its own effectiveness and dynamics, and identify areas for enhancement. Our Board’s annual self-evaluation also is a key component of director succession planning. The N&CG Committee reviews and determines the overall process, scope, and content of our Board’s annual self-evaluation each year. For 2025, the evaluation was conducted by the N&CG Committee Chair. Each of our Board committees also conducts a separate self-evaluation annually which is led by the respective committee chair. The following chart reflects the key components of the Board’s annual self-evaluation process. Additional information on the topics covered in the scope of the evaluation, and feedback and actions resulting from the evaluation, is included below.

  12. CURRENT DIRECTOR TENURE

    | 1 | Process decision | | BOARD FEEDBACK AND CHANGES IMPLEMENTED | | | • N&CG Committee considers options for the format of the Board self-evaluation process during the July Board meeting, including whether it is appropriate for the evaluation to be conducted internally or by an independent consultant. For 2025, the N&CG Committee Chair conducted the Board self-evaluation and committee evaluations were conducted by each committee chair. | | | | 2 | Written questionnaires | | • Enhanced focus on management succession planning • Provide interactive educational sessions focused on key Company products and their strategic relevance • Increased focus on site visits to enhance oversight of the Company’s products, services and operations • Affirmed the effectiveness of the Board’s strategic oversight • Affirmed the format of Board materials and management reporting, enhancing the monitoring of strategy and operations | | | • A written questionnaire is sent to each director to solicit written feedback on various topics related to Board performance and effectiveness • Questions are sent to each committee member to solicit feedback on committee performance and effectiveness • Topics include Board and committee roles, effectiveness, agendas and materials; Board and Committee composition and performance; and strategy and risk oversight | | | | 3 | One-on-one director discussions | | | | | • The N&CG Committee Chair holds individual calls with each director to discuss responses to the written questionnaire and obtain candid feedback for the Board evaluation | | | | 4 | Group discussion | | | | | • Discussion of the overall Board evaluation is led by the N&CG Committee Chair, with a report provided to the N&CG Committee, and then to the full Board • Committee evaluations are led by each committee chair during committee meetings and reported to the full Board | | | | 5 | Feedback communicated and acted upon | | | | | • Feedback is provided to the Board and management by the N&CG Committee Chair on areas for improvement • Changes are implemented | | |

  13. CURRENT DIRECTOR TENURE

    | Thermo Fisher Scientific 2026 Proxy Statement | 21 |

  14. CURRENT DIRECTOR TENURE

    Board leadership structure Annual review of leadership structure On an annual basis, the N&CG Committee reviews and recommends to the Board the appropriate leadership structure, including whether to separate or combine the roles of Chairman and CEO, and recommends a Chairman from among the directors. The Board believes it should retain flexibility to determine the most effective leadership structure based on the Company’s needs and circumstances at the time. If the Chairman is not independent, the independent directors elect an independent Lead Director annually, upon the N&CG Committee’s recommendation. Since February 2020, our Board has combined the positions of Chairman and CEO under the leadership of Marc N. Casper, and designated an independent Lead Director, currently Scott Sperling. The Board continues to believe that it is in the best interest of the Company and its shareholders to combine the roles of Chairman and CEO. The Board believes that having Mr. Casper serve as Chairman promotes unified leadership and stronger alignment between the Company’s long-term strategy and operational execution, supported by effective oversight from the independent Lead Director and other independent directors. The Board believes the significant insight and expertise of the Company and the industry that Mr. Casper has gained throughout his long tenure with Thermo Fisher is invaluable, and that his thorough familiarity with the Company and its history, together with his wide-ranging industry expertise, makes him exceptionally qualified to lead the Board. Independent Lead Director

  15. CURRENT DIRECTOR TENURE

    | The role of the independent Lead Director The independent Lead Director provides independent leadership for the Board and helps ensure effective oversight of management. The Board periodically reviews the Lead Director’s responsibilities to maintain strong independent oversight. As outlined in the Company’s Corporate Governance Guidelines, the Lead Director’s duties include the following (and other responsibilities as requested by the Board): | | Considerations in selecting the independent Lead Director Several factors are considered in selecting the independent Lead Director, including areas of expertise (with a focus on leadership and corporate governance), experience serving on public company boards, tenure on the Thermo Fisher Board, interest, and ability to meet the time requirements of the position. After considering all of the above factors, each year since May 2022, the Board has selected Scott Sperling to serve as independent Lead Director. Active director. Prior to becoming Lead Director, Mr. Sperling served as an active director, including service on various Board committees (Compensation, Nominating and Corporate Governance, and Strategy and Finance Committees). His tenure with the Board enhances his significant institutional knowledge and long-term perspective. Strong independent leadership. Mr. Sperling possesses significant leadership skills that are critical to the role of a strong and independent Lead Director. He has demonstrated independent thinking and established strong working relationships with his fellow directors, garnering their trust and respect. Robust experience. Mr. Sperling has served on a myriad of public company boards, which provides him with deep knowledge and understanding of corporate governance practices and trends. For these reasons, the Board believes that Mr. Sperling is exceptionally well-qualified to continue serving as our independent Lead Director. For more information on how Mr. Sperling’s tenure was considered in determining his independence, see “Assessing director independence” on page 18. | | Board leadership responsibilities | • calling and leading meetings of the non-employee or independent directors • presiding over meetings of the Board at which the Chairman is not present | | | Agenda Setting; Board information; and Interactions with the Chairman/CEO | • approving meeting agendas, including the form and type of materials, for the Board • approving meeting schedules to help ensure sufficient time for discussion • serving as a liaison between non-employee directors and the Chairman; however, each director remains free to communicate directly with the Chairman | | | Engagement with stakeholders | • being available to meet with shareholders and other stakeholders as appropriate | | | As discussed in the “Shareholder engagement” section on page 6, the Board supports a robust, ongoing dialogue with shareholders. During these engagements, the independent Lead Director is available as the primary Board contact for direct communication with Investors. For example, following the 2025 Annual Meeting of Shareholders, Mr. Sperling participated in calls with shareholders representing over 28% of total outstanding shares, in order to hear first-hand the concerns of our investors, and to provide shareholders with the Board perspective. In general, investors, including some that are generally opposed to combining the Chairman and CEO roles, have expressed confidence in our leadership structure and the strong, independent Lead Director role. | | |

  16. CURRENT DIRECTOR TENURE

    | 22 | Thermo Fisher Scientific 2026 Proxy Statement |

  17. CURRENT DIRECTOR TENURE

    Board committees Key responsibilities and areas of oversight

  18. CURRENT DIRECTOR TENURE

    | • | integrity of the Company’s financial statements |

  19. CURRENT DIRECTOR TENURE

    | • | compliance with legal and regulatory requirements, including internal controls over financial reporting and disclosure controls |

  20. CURRENT DIRECTOR TENURE

    | • | independent auditor’s qualifications, independence, and performance |

  21. CURRENT DIRECTOR TENURE

    | • | performance of the Company’s internal audit function and independent auditor |

  22. CURRENT DIRECTOR TENURE

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

  23. CURRENT DIRECTOR TENURE

    | • | cybersecurity and information technology risks and programs, including data privacy |

  24. CURRENT DIRECTOR TENURE

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

  25. CURRENT DIRECTOR TENURE

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

  26. CURRENT DIRECTOR TENURE

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

  27. CURRENT DIRECTOR TENURE

    | • | prepare an annual report for inclusion in the Company’s proxy statement |

  28. CURRENT DIRECTOR TENURE

    | • | legal matters that may have a material impact on the Company’s financial statements, accounting policies, compliance with applicable laws and regulations, and any material reports, notices or inquiries received from regulators or governmental agencies |

  29. CURRENT DIRECTOR TENURE

    Key responsibilities and areas of oversight

  30. CURRENT DIRECTOR TENURE

    | • | compensation matters for the CEO and other officers |

  31. CURRENT DIRECTOR TENURE

    | • | management succession plans |

  32. CURRENT DIRECTOR TENURE

    | • | administration of incentive compensation and equity-based plans |

  33. CURRENT DIRECTOR TENURE

    | • | risk assessments of the Company’s compensation policies and practices |

  34. CURRENT DIRECTOR TENURE

    | • | annual report on executive compensation |

  35. CURRENT DIRECTOR TENURE

    | • | review and recommendation of director compensation |

  36. CURRENT DIRECTOR TENURE

    | • | appointment and compensation of third party compensation consultant |

  37. CURRENT DIRECTOR TENURE

    | • | The Board dedicates an annual session to focus on long-term strategy and the future needs of, and opportunities for, the Company |

  38. CURRENT DIRECTOR TENURE

    | Compensation of directors |

  39. CURRENT DIRECTOR TENURE

    Compensation philosophy The general philosophy of our Board is that compensation for non-employee directors should be a mix of cash, payable quarterly, and equity-based compensation, to reward them for a year of service in fulfilling their oversight responsibilities. The Company does not compensate our CEO for Board service in addition to his regular employee 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. Elements of compensation Annual compensation

  40. CURRENT DIRECTOR TENURE

    | * Actual amounts may be different since the number of restricted stock units awarded is based on the closing price of our common stock on the grant date (rounded up to the nearest whole number). |

  41. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Stock ownership policy for directors The Compensation Committee has established a stock ownership policy that requires directors of the Company to hold shares of common stock equal in value to five times (5x) the annual cash retainer for directors. Directors have until 5 years from when they joined the Board to achieve this ownership level. For the purpose of this policy, a director’s election to receive shares of common stock in lieu of his or her annual retainer will be counted towards this target, as will restricted stock units. As of December 31, 2025, all of our then-serving directors were either in compliance or on track to be in compliance with this policy within the applicable time limit. Director compensation table The following table sets forth a summary of the compensation of the Company’s non-employee directors who served in 2025:

  42. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Nelson J. Chai | $153,036 | $225,028 | $15,764 | $393,828 | | Ruby R. Chandy | $125,000 | $225,028 | $15,764 | $365,792 | | C. Martin Harris | $148,036 | $225,028 | $764 | $373,828 | | Tyler Jacks | $148,036 | $225,028 | $15,764 | $388,828 | | Jennifer M. Johnson | $125,000 | $225,028 | $16,390 | $366,418 | | R. Alexandra Keith | $125,000 | $225,028 | $2,413 | $352,442 | | Karen S. Lynch | $107,599 | $275,460(4) | $15,341 | $398,400 | | James C. Mullen | $125,000 | $225,028 | $764 | $350,792 | | Debora L. Spar | $148,036 | $225,028 | $13,764 | $386,828 | | Scott M. Sperling(5) | $168,036 | $225,028 | $44,664 | $437,728 | | Dion J. Weisler | $150,000 | $225,028 | $4,748 | $379,776 |

  43. COMPENSATION OF DIRECTORS

    | (1) Includes all fees earned, whether paid in cash or deferred under the Deferred Compensation Plan for Non-Employee Directors. The following represents the additional units accrued under such plan during 2025: Ms. Johnson, 260; Ms. Keith, 260; Ms. Lynch, 225; Mr. Sperling, 350; and Mr. Weisler, 312. |

  44. COMPENSATION OF DIRECTORS

    | (2) These amounts represent the aggregate grant date fair value of stock awards granted to directors in 2025, 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, 2025, as filed with the SEC. These amounts do not represent the actual amounts paid to or realized by the directors for these awards during 2025. On May 21, 2025, each then-serving non-employee director received a grant of 565 restricted stock units, having a grant date fair value of $225,028, all of which is included in the “Stock Awards” column, and which remained outstanding at the end of 2025. No other awards were outstanding at the end of 2025. |

  45. COMPENSATION OF DIRECTORS

    | (3) These amounts include (a) dividends accrued in the form of dividend equivalents on restricted stock units (“RSU”) held by each non-employee director, (b) dividends accrued in the form of dividend equivalents on deferred stock units held in the Directors Deferred Compensation Plan for Directors (See “Deferred compensation plan for directors on page 29), and (c) matching Company contributions under the Matching Charitable Donation Program for Directors (See “Matching charitable donation program” on page 29). |

  46. COMPENSATION OF DIRECTORS

    | (4) Includes a prorated annual grant of 95 restricted stock units granted on February 19, 2025, having a grant date fair value of $50,432. |

  47. COMPENSATION OF DIRECTORS

    | (5) 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. |

  48. COMPENSATION OF DIRECTORS

    | 30 | Thermo Fisher Scientific 2026 Proxy Statement |

  49. COMPENSATION OF DIRECTORS

    | | | | Executive compensation | |

  50. COMPENSATION OF DIRECTORS

    Approval of an advisory vote on executive compensation Each year, we provide our shareholders the opportunity to vote on the compensation of the executive officers named in the Summary Compensation Table (our “Named Executive Officers” or NEOs”) as described in the CD&A section of this proxy statement. As discussed in greater detail in the CD&A section of this proxy statement, our compensation program is designed around the following principles:

  51. COMPENSATION OF DIRECTORS

    | • | Performance-Based: A significant portion of executive compensation should be “at-risk,” performance-based pay |

  52. COMPENSATION OF DIRECTORS

    | • | Shareholder Aligned: Incentives should be structured to create a strong alignment between executives and shareholders on both a short-term and long-term basis |

  53. COMPENSATION OF DIRECTORS

    | • | Market Competitive: Compensation levels and programs for executives should be competitive relative to the markets in which we operate and compete for talent |

  54. COMPENSATION OF DIRECTORS

    We urge you to carefully read the letter from our Compensation Committee on the next page of this proxy statement and the CD&A section of this proxy statement for additional details on the Company’s executive compensation program, including our compensation philosophy and the 2025 compensation of our NEOs. As an advisory vote, this proposal is not binding. However, our Compensation Committee and Board of Directors value the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for NEOs. We hold an advisory vote on executive compensation annually. Following the 2026 Annual Meeting, the next vote will occur at our 2027 Annual Meeting.

  55. COMPENSATION OF DIRECTORS

    | Thermo Fisher Scientific 2026 Proxy Statement | 31 |

  56. Letter from the Compensation Committee

    | • | Changing the performance-based restricted stock unit (“PRSU”) program from 1-year operating metrics to 3-year operating metrics |

  57. Letter from the Compensation Committee

    | • | increase the prominence of relative TSR as a weighted performance metric and |

  58. Letter from the Compensation Committee

    | • | Increasing the weighting of PRSUs to 50% of target long-term incentive grant value for all executive officers |

  59. Letter from the Compensation Committee

    | • | The Committee has also formalized its commitment not to make one-time equity grants to executives except in extraordinary circumstances. |

  60. Letter from the Compensation Committee

    | What we heard | What we did | | • Some shareholders expressed a preference for modifications to the PRSU program, including • the use of multi-year performance periods, • increased weighting of PRSUs in the annual equity mix, and • greater differentiation between short- and long-term incentive metrics | • Beginning in 2026, we revised the PRSU performance metrics to be based on adjusted EPS and relative TSR (each, over a 3-year period), with an ROIC performance modifier • Increased the weighting of PRSU awards for all NEOs to 50% of award value, aligning the LTI weighting for all NEOs with the CEO • Revised the PRSU metrics, so that they do not overlap with the metrics in the annual incentive program (organic revenue growth, adjusted net income, and free cash flow) • The Committee will continue to assess the structure of the PRSU program to align with the Company’s strategic priorities | | • Some shareholders expressed concern over the recurring use of a one-off equity grant program | • The Committee reviewed the feedback received on the 2024 option grant program and has committed not to continue the use of that program, and to make one-time equity grants to executive officers only in the case of extraordinary circumstances | | • Some shareholders sought clarification on how the Committee evaluates the goal setting for incentive plan payouts | • Provided additional disclosure regarding how the Committee evaluates the performance metrics used in the annual and long-term incentive programs each year to ensure both alignment with the Company’s publicly disclosed outlook and strategic objectives and to incentivize outperformance. For more information, see the “Annual incentive plan” on page 41 and “Long-term incentives” on page 43 | | • Some shareholders sought clarification and simplification of the peer group used for TSR comparisons | • Enhanced disclosure of the TSR peer group selection process and rationale • Beginning in 2026, revised the PRSU design so that relative TSR performance will be measured against the S&P 500 | | • Some shareholders expressed that they viewed the executive compensation program as well structured and aligned with long-term performance | • The Committee appreciated the positive feedback and remains committed to maintaining a balanced program that closely aligns realizable pay outcomes with Company performance and long-term shareholder value creation | | • Shareholders expressed strong confidence in Mr. Casper’s leadership, with the 2025 CEO retention grant intended to support his continued leadership and reinforce long-term alignment with shareholders | • After working with its independent compensation consultant over several months, in May 2025 the Board approved a five-year, performance-based CEO retention grant tied to the Company’s performance relative to the S&P 500. Earned shares will be delivered in three equal tranches on the 8th, 9th, and 10th anniversaries of the grant date to reinforce long-term shareholder alignment • Communicated the rationale and design of the grant during shareholder engagement meetings and proxy disclosures to ensure transparency • We have included further details on the rationale and size of the CEO retention grant in this Proxy, which can be found in the “Letter from the Compensation Committee” on page 32 and “CEO retention grant for Mr. Casper” on page 47 |

  61. Letter from the Compensation Committee

    | Pay Element | FY 2025 Structure | Changes to FY 2026 Incentive Program | FY 2026 Structure | Commentary on 2026 Structure | | Performance-based Restricted Stock Units (“PRSUs”) | Weighting of LTI: • 50% for CEO • 40% for other NEOs Metrics: • 50%: Organic revenue growth* • 50%: Adjusted EPS* • Modifier (+/- 10%): TSR performance modifier Performance Periods: • Revenue: 1-year • Adjusted EPS*: 1-year • TSR Modifier: 3-year | • Increased weighting to 50% for all NEOs (aligned with CEO weighting) • Changed metrics to two equally weighted metrics with 3-year performance periods: • Adjusted EPS* • Relative TSR (vs. S&P 500) • Added ROIC as a strategic goal over the 3-year performance period | Weighting of LTI: • 50% for all NEOs Metrics: • 65%: Adjusted EPS* • 35%: Relative TSR (vs. S&P 500) • Modifier: adjusted ROIC* Performance Periods: • 3-year for all metrics | • All metrics (Adjusted EPS*, Relative TSR, and adjusted ROIC*) have 3-year performance periods • With removal of organic revenue growth*, metrics in the LTI program no longer overlap with metrics in the annual incentive program • Relative TSR portion of PRSUs is capped at target if absolute TSR is negative over the 3-year performance period • Changed TSR peer group from a customized peer group to the S&P 500 • ROIC was included as a meaningful metric for evaluating how effectively the Company turns its investments into shareholder value • The changes made align with and were informed by shareholder feedback | | Time-based Restricted Stock Units (“TRSU”) | Weighting of LTI: • 0% for CEO • 20% for other NEOs | • Aligned weighting for all NEOs | Weighting of LTI: • 20% for all NEOs | • The change in weighting was informed by shareholder feedback to increase the weighting of PRSUs and align weighting for all NEOs | | Stock options | Weighting of LTI: • 50% for CEO • 40% for other NEOs | • Aligned weighting for all NEOs | Weighting of LTI: • 30% for all NEOs | |

  62. Letter from the Compensation Committee

    | What we do | What we don’t do | | Deliver a significant majority of compensation in the form of at-risk, variable pay | No excise 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 excessive perquisites No pension or supplemental executive retirement plans | | 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 a competitive range around the market median when reviewing compensation for our NEOs | | | Cap maximum payouts for our performance-based incentive plans | | | Maintain a clawback policy for the recoupment of compensation in certain situations | | | Maintain robust stock ownership requirements | | | Require two-year holding on 50% of net stock vesting under the CEO’s performance-based restricted stock units | | | Engage an independent compensation consultant | | | Maintain double-trigger change in control provisions | | | Conduct regular shareholder engagement on compensation and other stewardship topics | |

  63. Letter from the Compensation Committee

    | • | assists with the review and continued development of the executive and director compensation programs of the Company and its peer group |

  64. Letter from the Compensation Committee

    | • | informs the Committee and management of emerging trends and best practices in executive compensation and director compensation |

  65. Letter from the Compensation Committee

    | Type | Element | Objectives | | | Base salary | • Provide market competitive, fixed compensation for day-to-day responsibilities, taking into account the individual’s level of responsibility, time in role, and the criticality of their position | | | Annual incentive | • Promote, incentivize and reward the achievement of key strategic and financial performance measures; promote retention • Drive achievement of key corporate performance goals | | | Long-term incentives | Performance-based restricted stock units • Designed to encourage executives to achieve strong goals in key performance metrics selected to drive long-term performance and shareholder value creation • Encourage equity ownership and executive retention, reinforce the need for long-term sustained financial performance and align the interests of management and shareholders | | | For more information on our long-term incentive mix philosophy, see “2025 annual equity award mix” on page 43. | 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 long-term retention | | | | Time-based restricted stock units • Promote long-term retention, stock ownership, and alignment of interests with shareholders |

  66. Letter from the Compensation Committee

    | • | Our compensation program is designed to effectively align with the Company’s operating plan and long-term business strategy, focused on driving a balanced mix of top-line and bottom-line financial results, along with a set of strategic initiatives designed to motivate management to achieve key business objectives that are critical for advancing our growth strategy. |

  67. Letter from the Compensation Committee

    | • | To ensure alignment with shareholder value creation we also assess TSR relative to the 2025 TSR Peer Group. |

  68. Letter from the Compensation Committee

    Peer groups The Committee has historically used two peer groups: the compensation peer group and the total shareholder return peer group (“TSR Peer Group”):

  69. Letter from the Compensation Committee

    | • | The compensation peer group is used to ensure alignment with our goal of providing market-competitive compensation programs. The compensation peer group is used to benchmark executive compensation practices and pay levels against size- appropriate and business relevant companies with which we compete for talent, both inside and outside of our industry. |

  70. Letter from the Compensation Committee

    | • | The TSR Peer Group is used to measure our relative performance, including for determining relative performance in our PRSU awards. The TSR Peer Group is made up of the companies in our the compensation peer group, supplemented by a set of historically high performing companies outside of our compensation peer group. Beginning in 2026, the Committee revised the PRSU design so that relative TSR performance will be measured against the S&P 500 index. |

  71. Letter from the Compensation Committee

    Determining our peer groups Each year, the Committee, in consultation with its independent compensation consultant, reviews which peer companies it believes best serve as a reference point for the company based on several factors including industry, revenue, market capitalization, and operational complexity. In July 2024, the Committee conducted its annual review of the compensation peer group and the TSR Peer Group for the 2025 compensation program. The Committee removed 3M Company from the compensation peer group due to a divestiture which reduced its relevance to the Company from an industry and revenue perspective. The Committee determined the 2025 TSR Peer Group would remain unchanged from 2024 TSR Peer Group.

  72. Letter from the Compensation Committee

    | 2025 TSR PEER GROUP | | | | | | Compensation Peer Group | | | | | | Abbott Laboratories AbbVie Inc. Amgen Inc. Becton Dickinson and Company Bristol-Myers Squibb Broadcom Inc. | Cisco Systems, Inc. Danaher Corp Eli Lilly and Company Gilead Sciences Inc. Honeywell International Inc. Johnson & Johnson | Medtronic, plc Merck & Co, Inc. NIKE, Inc. PepsiCo, Inc. Pfizer, Inc. Texas Instruments Inc. The Procter & Gamble Co. | 3M Company AstraZeneca plc Automatic Data Processing, Inc. Boston Scientific Corp. CSX Corporation | IQVIA Holdings Inc. Merck KGaA Stryker Corporation The Boeing Company The PNC Financial Services Group, Inc. |

  73. Letter from the Compensation Committee

    Our positioning relative to the compensation 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 the Committee’s review in July 2024, the compensation 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. Strategic pay positioning The Committee considers peer data to be a helpful reference to assess the competitiveness and appropriateness of our executive compensation program. While the Committee seeks to ensure target compensation opportunities are established within a competitive range around the peer group median when setting target compensation levels, it applies business judgment and experience to determine individual compensation. The individual positioning of pay will vary as the Committee takes into account a range of factors (e.g. tenure, experience, performance, scope of role) when determining pay levels.

  74. Letter from the Compensation Committee

    Annual incentive plan Overview Our Annual Incentive Plan (AIP) incentivizes the Company’s performance against the annual operating plan, focused on organic revenue growth, adjusted net income and free cash flow (which together account for 70% of the award). In addition, the Committee uses a scorecard designed to hold executives accountable for efforts towards advancing key strategic initiatives, designed to drive meaningful growth over the long-term and effective execution of our capital deployment strategy (accounting for 30% of the award). The Committee believes this combination of financial, operating and strategic metrics reflects the appropriate balance of driving both top- and bottom-line growth and motivating management to achieve key business objectives that are critical for advancing our growth strategy, as reflected below:

  75. Letter from the Compensation Committee

    | | 35% 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 | | | 30% 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 | | | 5% 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 | | | 30% Strategic goals | • Incentivizes executives to support our commitment to matters of strategic importance to support the Company’s sustainable, long-term performance • Strong indicator of our long-term ability to effectively meet the needs of our customers in all of the end markets that we serve • Aligns organizational focus and reinforces the importance of making progress on strategic initiatives that drive long-term value creation |

  76. Letter from the Compensation Committee

    2025 Named Executive Officer annual incentive payouts As a result of the 99.8% annual incentive plan performance score as detailed above, the following payouts were earned in 2025 by our NEOs:

  77. Letter from the Compensation Committee

    | (1) In February 2025, the Compensation Committee approved increases in the annual incentive plan target opportunity for certain of our NEOs, to improve market competitiveness. Mr. Pettiti received a target bonus opportunity increase from 110% to 115%; and Mr. Lowery received a target bonus opportunity increase from 100% to 105%. |

  78. Letter from the Compensation Committee

    | 2025 CEO Other NEOs | 2025 ANNUAL EQUITY AWARD MIX For 2025, the Compensation Committee determined that an equal mix of PRSUs and stock options was appropriate. This mix balanced operational and strategic performance objectives with long-term shareholder value creation. • PRSUs 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. • 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 and 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 that further supports management share ownership and long-term alignment. In 2026, the Committee approved changes to our 2026 LTI plan design. See “2026 compensation program changes” on page 35 for more information. | Changes for 2026 All NEOs |

  79. Letter from the Compensation Committee

    | 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 over one 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 • 10-year term promotes long-term value-creating actions 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 | | To promote retention, awards generally provide that any unvested awards are forfeited upon termination of service, except in limited circumstances as described in the section titled “Treatment of equity.” | |

  80. Letter from the Compensation Committee

    2025 Named Executive Officer equity awards As further discussed in “Annual compensation review” on page 38, the Committee reviewed the market pay data provided by Pearl Meyer, and considered a range of relevant factors. These factors included 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. The Committee 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 2025 of the awards made to each of our NEOs are reflected in the table below. The difference between the target and actual grant-date values primarily reflects the change in our stock price between (i) the 20-day average price ending five trading days before the Compensation Committee meeting, which is used to determine the number of shares to be awarded pursuant to the target award values, and (ii) the closing stock price on the actual grant date, which is used to calculate accounting grant-date values.

  81. Letter from the Compensation Committee

    | | | Grant Date Accounting Value of 2025 Award | | | | | Named Executive Officer | Approved Target 2025 LTI Award Value | Stock Options | Time-Based Restricted Stock Units | Performance- Based Restricted Stock Units | Total Reported 2025 LTI Award Value | | Marc N. Casper | $17,250,070 | $7,951,377 | $— | $8,047,814 | $15,999,191 | | Stephen Williamson | $4,552,062 | $1,762,971 | $813,808 | $1,642,225 | $4,219,004 | | Michel Lagarde | $6,621,030 | $2,563,605 | $1,184,349 | $2,388,642 | $6,136,596 | | Gianluca Pettiti | $6,103,788 | $2,363,446 | $1,091,448 | $2,202,306 | $5,657,200 | | Frederick Lowery | $4,862,278 | $1,882,841 | $869,549 | $1,754,134 | $4,506,524 |

  82. 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 2025 TSR Peer Group • Relative (as opposed to absolute) nature of goals accounts for macroeconomic factors impacting the broader market |

  83. Rigorous goal setting

    Rigorous goal setting We set challenging goals for organic revenue growth and adjusted EPS following the process described on page 41. With regard to these measures, performance is measured over the fiscal year in which the award is made. At the time, the Committee determined that a one-year measurement period was appropriate given the Company’s dynamic operating environment and active acquisition strategy. This structure allowed goals to reflect the most current business conditions and avoided potential distortions that could arise from the multi-year integration of acquired businesses during the performance cycle. To ensure continued focus on long-term value creation, the one-year financial measurement period was combined with a three-year vesting schedule. In addition, the program incorporated a three-year relative TSR metric, further aligning the interests of our executives with those of our shareholders over a multi-year horizon. Taken together, these design features provided a balanced program that supported the Company’s near-term operating priorities while maintaining strong alignment with long-term shareholder value. In February 2025, the Committee established performance goals based on the Company’s operating plan and strategic outlook at that time. Although external conditions evolved and guidance was updated during the year, the Committee determined that maintaining the original performance standards, and holding management to a heightened level of accountability, was in the best interests of shareholders. 2025 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 2025 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 2025 were:

  84. Rigorous goal setting

    | | Organic Revenue Growth (50%)(1) | Adjusted EPS (50%)(1) | | Threshold (0% payout on each measure, total payout of 0%) | Less than 1.05% | Less than $22.21 | | Baseline (50% payout on each measure, total payout of 100%) | 2.80% to 3.29% | $23.10 to $23.26 | | Maximum (100% payout on each measure, total payout of 200%) | 3.97% and above | $23.49 and above | | Actual Results | 2.28% | $22.87 | | Payout Factor 50% | | |

  85. Rigorous goal setting

    | (1) 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. |

  86. Rigorous goal setting

    | 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% |

  87. Why did the Board make this decision?

    | Key Terms of the CEO retention grant | | | Grant Amount | • 141,538 PRSUs at target ($57.7 million grant date fair value) | | Performance Conditions | • PRSUs will be earned based on the Company’s TSR compared to the S&P 500 Index (unweighted) from May 1, 2025 through December 31, 2029 • Performance and payout levels: | | | • Below the 25th percentile: 50% of target payout • At the 50th percentile: 100% of target payout • At or above the 75th percentile: 125% of target payout | | | • Performance between percentiles will result in a payout determined by linear interpolation • If the Company’s absolute TSR is negative during the performance period, payout will be capped at target regardless of relative performance • Ensures the award value of the award is based on Thermo Fisher delivering sustained outperformance versus the broader market, reinforcing alignment with shareholder interests and promoting long-term strategic decision-making | | Vesting | • Five-year cliff vesting (will not vest until May 2030, subject to continuous service as CEO or Executive Chairman of the Company and with only limited exceptions provided in the applicable award agreement, such as death and disability) | | Form of Settlement | • Settled 100% in shares of common stock, with dividend equivalents • Delivery of shares earned will be deferred for an extended period and delivered in equal tranches on the 8th, 9th, and 10th anniversaries, respectively, following the grant date so no portion of the awards will be delivered before 2033 | | Recapture Provisions | • Shares earned are subject to the company’s forfeiture and clawback provisions |

  88. How did the Committee determine the structure and size of the award?

    | • | The Retention PRSUs are 100% stock-based, with the payout capped at target if absolute TSR is negative over the performance period, directly linking Mr. Casper’s interests with those of shareholders and reinforcing his focus on sustained, long-term value creation. |

  89. How did the Committee determine the structure and size of the award?

    | • | The award delivers full value only if Mr. Casper remains at Thermo Fisher either as CEO or Chairman through May 2030, and there are no retirement-eligible provisions. The award features a five-year cliff vesting schedule (vesting in May 2030), providing a meaningful long-term retention incentive that is more powerful and performance-oriented than an increase in annual compensation. |

  90. How did the Committee determine the structure and size of the award?

    | • | The size and structure of the award reflect Mr. Casper’s demonstrated record of value creation, his proven ability to lead the Company through diverse macroeconomic conditions, the performance thresholds required to achieve above-target payouts, peer group benchmarking, and the annualized grant value. |

  91. How did the Committee determine the structure and size of the award?

    | 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 • 2025 cap on matching contributions of 6% of $350,000 • 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 | | Severance and change in control benefits | • Executives are entitled to specified benefits on termination in certain circumstances • ‘Double trigger’ change in control agreements • No excise tax gross-ups |

  92. How did the Committee determine the structure and size of the award?

    | 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 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. | CEO HOLDING REQUIREMENTS | | | | 50% of net shares delivered upon RSU vesting | 2 year hold post-vesting |

  93. How did the Committee determine the structure and size of the award?

    Clawback Clawback policy Effective as of October 2, 2023, we adopted an updated clawback policy that complies with the recently adopted final SEC rules and applies to all incentive awards received on or after October 2, 2023. Under the updated clawback policy, in the event of an accounting restatement, we have the right to recoup incentive-based compensation to the extent it was awarded in the prior 3 completed years and that should have resulted in the executive receiving a lower amount of compensation had our financial results been properly reported. 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. Managing compensation risk The Committee believes that the Company’s executive compensation program supports its executive compensation objectives without encouraging management to take unreasonable risks. The Committee has reviewed the Company’s key compensation policies and practices and concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on the Company. The following features have a positive impact in managing compensation risk.

  94. How did the Committee determine the structure and size of the award?

    | Support long-term view and sustainability of Company | • Appropriate peer group is used and competitive range around market median is referenced for annual pay benchmarking • 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 • Mandatory deferment of CEO Retention Award until the 8th, 9th, and 10th anniversaries of grant date | | 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 |

  95. How did the Committee determine the structure and size of the award?

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation | All Other Compensation(4) | Total | | Marc N. Casper Chairman, President and Chief Executive Officer | 2025 | $1,785,534 | $65,730,211 | $7,951,377 | $3,742,123 | $714,105 | $79,923,350 | | | 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 | | Stephen Williamson Senior Vice President and Chief Financial Officer | 2025 | $1,095,170 | $2,456,033 | $1,762,971 | $1,256,926 | $209,912 | $6,781,012 | | | 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 | | Michel Lagarde Executive Vice President and Chief Operating Officer | 2025 | $1,166,433 | $3,572,991 | $2,563,605 | $1,396,920 | $207,225 | $8,907,174 | | | 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 | | Gianluca Pettiti Executive Vice President | 2025 | $1,031,918 | $3,293,754 | $2,363,446 | $1,184,332 | $207,017 | $8,080,467 | | | 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 | | Frederick Lowery Executive Vice President | 2025 | $930,356 | $2,623,683 | $1,882,841 | $974,920 | $164,021 | $6,575,821 | | | 2024 | $881,558 | $2,596,408 | $3,607,722 | $1,328,508 | $115,181 | $8,529,377 |

  96. How did the Committee determine the structure and size of the award?

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (1)(2) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers (2) | Average Compensation Actually Paid to Non-CEO Named Executive Officers (1)(2) | 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) | | | | 2025 | $79,923,350 | $116,091,264 | $7,586,118 | $7,088,135 | $126.05 | $156.63 | $6,721 | $22.87 | | 2024 | $30,449,599 | $29,595,626 | $10,933,925 | $10,458,486 | $112.77 | $135.34 | $6,338 | $21.86 | | 2023 | $18,976,669 | $9,231,815 | $5,527,624 | $2,788,969 | $114.74 | $128.02 | $5,955 | $21.55 | | 2022 | $28,208,909 | $(4,695,030) | $5,944,038 | $(639,700) | $118.73 | $121.83 | $6,960 | $23.24 | | 2021 | $21,234,358 | $65,926,795 | $8,235,368 | $23,903,448 | $143.54 | $125.13 | $7,728 | $25.13 |

  97. How did the Committee determine the structure and size of the award?

    | (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”. |

  98. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return

  99. Compensation Actually Paid vs. Adjusted EPS

    Compensation Actually Paid vs. Adjusted EPS

  100. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income Measures linking pay and performance As described in greater detail in “Compensation discussion and analysis,” our approach to executive compensation is designed to provide a market-competitive total compensation program that directly links pay to performance, promotes the achievement of key strategic and financial performance, motivates long-term value creation, aligns executive officers’ interests with those of our shareholders, and attracts and retains the best possible executive talent. The most important financial measures used by the Company to link Compensation Actually Paid (as defined by SEC rules) to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are: Most important performance measures