Notice of Annual Meeting of Shareholders and Proxy Statement 2026 Our Mission is to enable our customers to make the world

Our Mission is to enable our customers to make the world Healthier We make a positive impact on human health by providing our customers with advanced technologies and expertise to deliver breakthrough medicines and diagnostics that improve lives worldwide. Our customers rely on us to help them achieve the impossible. Cleaner We empower our customers with the tools to understand and address climate change, develop greener technologies and to help ensure the quality of air and water that sustains all life. As their partner, we are working with our customers to preserve our planet for future generations. Safer From products that detect contamination in food to instruments that help solve crimes and identify potential threats, we provide the solutions that enable our customers to protect our communities. Together, we are determined to create a safer world.

Dear Fellow Shareholder,

On behalf of our entire company, thank you for your continued support of Thermo Fisher Scientific. I’m proud of what we have achieved and excited about the opportunities ahead to build an even brighter future for our company and all our stakeholders.

Everything we do begins with our Mission to enable our customers to make the world healthier, cleaner and safer. This inspires our more than 120,000 colleagues to bring their best each day because we know the work we do helps our customers to improve lives around the world.

Our success speaks to the power of our Mission and the purposeful way we manage our company. I’m very proud of what we achieved in 2025.

Excellent operational performance

Beginning with our financial results, we delivered excellent operational performance, reflecting outstanding execution by our team and active management of the company in a dynamic environment. In 2025, we increased revenue by 4% to $44.56 billion, grew GAAP diluted earnings per share (EPS) by 7% to $17.74, and grew adjusted EPS¹ by 5% to $22.87. We generated free cash flow¹ of $6.34 billion.

In terms of capital deployment, we were active and highly disciplined stewards, deploying approximately $16.5 billion in 2025. This included $13 billion committed to M&A for the acquisition of our Filtration and Separation business from Solventum as well as our agreement to acquire Clario, a leading provider of endpoint data solutions for clinical trials. We returned $3.6 billion to shareholders through stock buybacks and dividends, and we delivered 11.3% adjusted Return on Invested Capital (ROIC)¹, reflecting our focus on generating attractive returns while strengthening our capabilities.

Proven growth strategy

We’ve earned our industry leadership and continue to build on it by executing a proven growth strategy that is designed to create durable value in every environment. Our strategy is comprised of three key pillars:

Throughout the year, a critical enabler of our success was our PPI Business System, which embeds continuous improvement, operational discipline and agility throughout our company. We’re amplifying the impact of PPI by increasingly integrating artificial intelligence into our way of working. This is improving our operational efficiency, enhancing the way we serve customers and strengthening our differentiated product and service offerings, ultimately further enhancing our industry leadership position.

Culture of integrity and accountability

As always, our performance is underpinned by our commitment to integrity and sound governance. 2025 was a dynamic year, and our Board actively engaged to oversee strategy, risk management and other key areas of operations. We also remain committed to ongoing shareholder engagement and to transparent disclosure. Your valuable perspectives help the Board shape our governance practices, design our compensation programs and advance long-term value creation for all shareholders.

That’s why your vote matters. This proxy statement describes the proposals to be voted on at our 2026 Annual Meeting of Shareholders. We ask that you vote for each of the Board’s nominees for director and for the Board’s recommended proposals.

Once again, thank you for your continued support of Thermo Fisher Scientific. We have extraordinary opportunities ahead, as our customers rely on us to enable the breakthroughs in science that will improve lives worldwide. With our passion to be our very best, we’ll be there to deliver on that promise – for our customers, our shareholders and our world.

Sincerely,

Marc N. Casper

Chairman and Chief Executive Officer

April 7, 2026

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

Please refer to the proxy materials or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you.

Items of business

Shareholders will also consider any other business properly brought before the meeting.

By Order of the Board of Directors,

Julia L. Chen / Vice President and Secretary / April 7, 2026

Who we are

Our Mission is our purpose, to enable our customers to make the world healthier, cleaner and safer. Our teams around the world strive to fulfill this Mission every day, and our actions ultimately create an even brighter future for Thermo Fisher and all our stakeholders. Our formula for success starts with our aspirations for the decade ahead, which were established by management, with oversight by our Board, and articulated in our 2030 Vision. To achieve our vision, the Company sets and executes on a rolling 5-year strategic plan in order to identify key opportunities in the markets we serve and develop a roadmap to capture those opportunities. Focused execution is key to our success. Our annual goal tree represents our priorities for the year ahead, which are translated into the key objectives that we need to accomplish to ensure that our businesses and functions have clear goals that are aligned to our short- and long-term success. Our work is powered by our PPI Business System, a deeply ingrained philosophy of operational excellence, as well as our 4i Values and our Corporate Social Responsibility (“CSR”) strategy. We continue to build on our Mission-driven culture through the exceptional talent we attract and develop, that brings its best to work each day and focuses on the priorities we have established.

COMPANY OVERVIEW

2025 performance

In 2025, we advanced our proven growth strategy, deployed capital with discipline, and leveraged the PPI Business System to actively manage the Company through a dynamic environment—including tariff and U.S. policy changes—delivering strong performance and strengthening our long-term competitive position.

Total Return to Shareholders

COMPANY OVERVIEW

Shareholder engagement

We recognize the importance of maintaining an open and constructive dialogue with our shareholders and are committed to engaging regularly to understand their views on key matters. Our Board of Directors and management team have an established, robust proactive shareholder engagement program designed to help us better understand shareholder priorities and perspectives. We engage with shareholders throughout the year, and the insights gained from these discussions are incorporated into our governance planning and decision-making processes, as outlined below. These governance engagements are in addition to the regular interactions that our senior leadership and Investor Relations teams have with shareholders, which frequently include discussions on governance and executive compensation matters.

Annual engagement cycle

COMPANY OVERVIEW

Shareholder engagement in 2025

 

Election of directors

PROPOSAL 1

We are asking our shareholders to elect each of the 11 director nominees identified below to serve until the 2027 Annual Meeting of Shareholders. James C. Mullen is not standing for re-election. As a result, the size of the Board will be reduced to 11 directors, effective at the 2026 Annual Meeting.

ELECTION OF DIRECTORS

Director nominee skills and experiences

The Board regularly reviews the skills, experience and background that it believes are desirable to be represented on the Board. The following outlines key skills and experiences relevant to our strategy, business, and operations, and identifies which directors possess each of these attributes:

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, and leadership development.

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FINANCIAL ACUMEN AND EXPERTISE Experience or expertise in financial accounting and reporting or the financial management of a major organization.   We seek to have directors with an understanding of finance and financial reporting processes to monitor and assess our operating and strategic performance and ensure robust controls and accurate financial reporting.

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PUBLIC COMPANY BOARD SERVICE Experience as a board member of another publicly traded company.   We seek to have directors with broad knowledge of corporate governance practices, and experience with relations between a board and senior management to support accountability, transparency, responsiveness and protection of shareholder interests.

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INDUSTRY, END MARKETS AND GROWTH AREAS BACKGROUND Knowledge of or experience in the Company’s specific industry.   We seek to have directors that bring valuable perspectives on issues specific to our business based on their significant experience in our industries, the end markets we serve, CSR matters, and growth areas.

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

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BUSINESS DEVELOPMENT AND M&A EXPERIENCE Experience in significant M&A, corporate lending or borrowing, private equity or investment banking.   We seek to have directors with transactional experience to oversee the assessment of opportunities consistent with our strategic growth priorities, valuing transactions, and assessing management’s plan for integration and unlocking shareholder value.

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DIGITAL AND TECHNOLOGY INNOVATION EXPERIENCE Experience or expertise in digital, technology, AI or cybersecurity.   We seek to have directors with experience in digital, technology, AI or cybersecurity to enhance the Board’s understanding of risks and opportunities related to our high-impact innovation strategy.

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ELECTION OF DIRECTORS

Nominee biographies

Director qualifications

Mr. Casper currently serves as the 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.

Director qualifications

Mr. Chai currently serves as the Chief Executive Officer of DailyPay, a worktech platform, where he previously served as Executive Chair from January 2025 through October 2025. 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.

ELECTION OF DIRECTORS

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.

Director qualifications

Dr. Harris currently serves as Special Counsel to the Dean of Dell Medical School at the University of Texas, Austin. He 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.

ELECTION OF DIRECTORS

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.

Director qualifications

Ms. Johnson currently serves as 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.

ELECTION OF DIRECTORS

Director qualifications

Ms. Keith previously served 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 served as Executive Sponsor for Corporate Sustainability at P&G, where she worked 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.

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.

ELECTION OF DIRECTORS

Director qualifications

Dr. Spar currently serves as a professor of Business Administration at Harvard Business School and Senior Associate Dean for Faculty Development and Research, 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.

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.

ELECTION OF DIRECTORS

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.

Our governance framework reflects the Board’s commitment to strong, independent oversight, thoughtful Board refreshment and accountability to shareholders. The following highlights key governance practices that support our long-term strategy and shareholder interests.

				INDEPENDENT AND EFFECTIVE BOARD OVERSIGHT						BOARD COMPOSITION AND REFRESHMENT
		• Substantial majority of independent directors • Strong independent Lead Director with robust authority and responsibility • 100% independent exchange-mandated Board committees • Skills and background align with Company strategy • Annual review of Board leadership structure and disclosure of the Board’s reasoning underlying its leadership structure • Regular executive sessions of independent directors • Annual Board and committee self-evaluations • Board-level oversight of AI, cybersecurity, strategic risk, and CSR matters						• Regular Board refreshment and balanced mix of director tenure (4 new directors joined since 2020) • Corporate Governance Guidelines emphasize the importance of having a broad mix of skills and experiences • With limited exceptions, directors may not be renominated to the Board after their 72nd birthday • “Overboarding” limits for directors • Formal new director orientation, continuing director education, and in-house trainings on Company products and processes to align the board with business priorities
				SHAREHOLDER RIGHTS AND ACCOUNTABILITY						STRONG GOVERNANCE AND RISK MANAGEMENT PRACTICES
		• Annual election of all directors by majority voting • Directors not receiving majority support must tender their resignation for consideration by the Board • Proxy access for shareholders • One share, one vote • Shareholder right to call a special meeting (15% ownership threshold) • Proxy access for shareholders • Majority shareholder vote to amend Certificate of Incorporation and By-laws						• Proactive year-round shareholder engagement program with independent director involvement • Annual review of Corporate Governance Guidelines and committee charters to ensure alignment with best practices • Clawback policy and clawback provisions in equity award agreements • Prohibition on hedging or pledging shares of the Company’s stock by officers and directors • Strong stock ownership requirements and, for CEO, post-vest stock holding requirement

CORPORATE GOVERNANCE

Board composition and refreshment

The Board takes a thoughtful approach to its composition and regularly reviews the skills and experiences needed to align with the Company’s strategic vision, business and operations, as further discussed below.

Director selection

CORPORATE GOVERNANCE

Assessing director independence

Director independence review standards

The Company’s Corporate Governance Guidelines require that a majority of directors and each member of the Audit Committee, Compensation Committee and N&CG committee be independent. In assessing director independence, the Board observes all relevant criteria under New York Stock Exchange (“NYSE”) listing standards and Securities and Exchange Commission (“SEC”) rules as well as categorical independence standards set forth under in the Company’s Corporate Governance Guidelines. The following types and categories of transactions, relationships, and arrangements are considered by our Board in making its independence determinations:

The Company also considers additional factors with respect to independence not covered by the above standards, which may be relevant to their determination. For example, the Board considers tenure as it relates to independence for each director with over 9 years of Board Service. For more information on the importance of having directors with differing tenures, see “Active Board refreshment—A balanced mix of tenures” on page 19.

CORPORATE GOVERNANCE

Active board refreshment

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

Retirement age. Under our Corporate Governance Guidelines, any director who reaches the age of 72 will retire from the Board effective at the end of his or her then-current term. On the recommendation of the N&CG Committee, the Board may waive this requirement if it deems a waiver to be in the best interests of the Company. In furtherance of the Board’s active role in refreshment and succession planning, since 2020, the Board has appointed 4 new directors and 6 directors have retired, including Mr. Mullen who is not standing for reelection this year.

A balanced mix of tenures. We believe a range of director tenures strengthens the Board’s oversight of strategy and risk. Longer-tenured directors contribute valuable institutional knowledge and a deep understanding of the business, while newer directors bring fresh perspectives. This mix ensures a balanced and effective Board. For more information on how tenure is considered in determining director independence for our longer-tenured non-employee directors, see “Assessing director independence” on page 18.

CORPORATE GOVERNANCE

Director engagement

Director time commitments policy

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.

CORPORATE GOVERNANCE

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.

CORPORATE GOVERNANCE

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

CORPORATE GOVERNANCE

Board committees

Key responsibilities and areas of oversight

Key responsibilities and areas of oversight

CORPORATE GOVERNANCE

Key responsibilities and areas of oversight

Key responsibilities and areas of oversight

Key responsibilities and areas of oversight

CORPORATE GOVERNANCE

Key areas of Board oversight

Our Board is elected by the shareholders to oversee their interests in the long-term health and overall success of the Company’s business and financial strength. Throughout the year, our Board and its committees discuss operations and Company strategy, which for 2025 focused on navigating macroeconomic uncertainty while accelerating the Company’s strategy to realize our 2030 Vision, with an emphasis on emerging technologies.

Oversight of strategy

The Board believes that overseeing and monitoring strategy—one of its key responsibilities—is a continuous process, and takes a multilayered approach in exercising its duties.

The Board oversees development of the Company’s long-term vision and strategic plan. The Strategy and Finance Committee of the Board meets with management each year to discuss and agree on the agenda for a focused Board strategy session. During this dedicated two-day strategy session, the Company leadership meets with the Board to discuss the long-term vision and strategic plan for the overall Company, as well as its capital allocation strategy. The strategic plan informs the key strategic questions and priorities for each of the Company’s primary businesses, which are reviewed by the Board at its regularly scheduled meetings throughout the year. At these meetings, the Board also receives progress updates from management on the execution of the strategic plans.

Our Mission is our purpose, to enable our customers to make the world healthier, cleaner and safer. Our teams around the world strive to achieve this Mission every day, and our actions ultimately create an even brighter future for Thermo Fisher and all our stakeholders. Our formula for success starts with our aspirations for the decade ahead, which were established by management, with oversight by our Board, and articulated in our 2030 Vision. To achieve our vision, the Company sets and executes on a rolling five-year strategic plan in order to identify key opportunities in the markets we serve and develop a roadmap to capture those opportunities. Focused execution is key to our success.

Our annual goal tree represents our priorities for the year ahead, which are translated into the key objectives that we need to accomplish to ensure that our businesses and functions have clear goals that are aligned to our short- and long-term success. Our work is powered by our PPI Business System, a deeply ingrained philosophy of operational excellence, as well as our 4i Values and our CSR strategy. We continue to build on our Mission-driven culture through the exceptional talent we attract and develop, that brings its best to work each day and focuses on the priorities we have established.

Oversight of scientific and technological innovation

Scientific Advisory Board

The Science & Technology Committee (“S&T Committee”) has responsibility for oversight of our SAB, which was established to formalize the two-way exchange of technological information between the Company and representatives from some of the world’s premiere centers of health, science and education. We view scientific discovery as a catalyst for change, and the insight and distinct expertise of each member of our SAB is invaluable in helping us set a course for the innovation for new products and services that meet the changing needs of our customers.

Bioethics committee

The S&T Committee also oversees our Bioethics Committee, which manages our bioethics framework and is a cross-functional team of senior leaders including our chief scientific officer, and leaders representing our life sciences, clinical research and diagnostics businesses as well as legal, communications and strategy functions, and receives periodic updates on matters involving bioethics and the use of our technologies and products. The Bioethics Committee focuses on transparency, compliance, and ethical business practices and standards arising out of our bioethical practices throughout our global operations.

CORPORATE GOVERNANCE

Oversight of risk

The risk oversight function of the Board is reinforced by its leadership structure. Our CEO’s service on the Board promotes open communication between management and the directors relating to risk. Additionally, each exchange-mandated Board committee is comprised solely of independent directors, all directors are actively involved in the risk oversight function, and no element of Board oversight is reliant on the expertise of a single director.

Enterprise risk management process

The Board uses the enterprise risk management (“ERM”) program as a key tool for understanding the inherent risks facing the Company and assessing whether management’s processes, procedures, and practices for mitigating those risks are effective. The annual ERM assessment deployed by management is based on an enterprise-wide “top down” and “bottom up” view of commercial, strategic, legal, compliance, human capital, cyber, and reputational risks and strategies for mitigating those risks. Annually, the full Board discusses with senior management the most significant risks identified in the ERM process, providing input on the steps taken to mitigate each risk and plans for additional mitigation in the year ahead. To facilitate continued monitoring and oversight by the Board, key risk areas identified during the ERM process, and management’s associated mitigation activities, become part of Board and/or committee meeting agendas for the following year.

CORPORATE GOVERNANCE

Oversight of cybersecurity and information technology

The Board has delegated the management of cybersecurity risks to the Audit Committee. Our cybersecurity program is led by the Company’s Senior Vice President and Chief Information Officer, along with our Vice President, Chief Information Security Officer. Management provides an operational update to the Audit Committee each quarter. In addition, the Audit Committee and our full Board receive an annual overview of the cybersecurity program, cybersecurity threat landscape, investments, and opportunities to enhance the Company’s systems and security of products and operations.

Cybersecurity is integrated into the risk management process for the Company through various corporate mechanisms, including quarterly business reviews, annual budget planning, and targeted risk-based engagements. Our commitment to cybersecurity emphasizes using a risk-based, “defense in depth” approach to assess, educate, block, identify, respond to and recover from cybersecurity threats. Recognizing that no single technology, process or control can effectively prevent or mitigate all risks, we employ a strategy of technologies, processes and controls, all working independently but as part of a cohesive strategy to manage or reduce risk.

Our cybersecurity program assists in the management of risks associated with the confidentiality, integrity and availability of data and systems within the Company environment to effectively support our business objectives and customer expectations. The program provides guidance to business stakeholders on cybersecurity risks as input into their risk management processes that balance cybersecurity risk with other important risks that may include strategic, regulatory, economic and financial considerations. As part of its overall risk management strategy, the Company also maintains cybersecurity insurance coverage.

We believe cybersecurity is the responsibility of every employee, and regularly educate and share best practices with our employees to raise awareness of cybersecurity threats through a security awareness training program, including regular exercises, periodic cyber-event simulations and annual attestation to our Technology Acceptable Use Policy.

Oversight of artificial intelligence

The use of generative AI is rapidly advancing and presents significant opportunities to further our Mission and deliver greater value to our customers and colleagues. Our AI strategy is organized around three pillars. First, we are using AI to operate the Company more effectively and efficiently by enhancing key processes and systematically redesigning how we work. Second, we are integrating AI to strengthen and expand our products and services, enabling customers to accelerate their innovation and improve productivity. Third, we are applying AI to elevate the customer experience by making it easier to do business with Thermo Fisher and by improving the end-user experience with our products and services.

Our approach to the responsible use of AI includes a risk-based governance structure to take appropriate steps to support the fair, ethical and safe design, implementation and use of AI within Thermo Fisher. The Board receives regular updates on the three-pillared strategy, AI governance and use, including mechanisms to mitigate potential risks associated with such deployment. At an operational level, our Generative AI Center of Excellence, which comprises cross-functional leaders, advises on strategy, regulation, policies and frameworks with oversight by an AI Leadership Committee.

Oversight of CSR

As the world leader in serving science, CSR is an integrated aspect of how we think about strategy and risk. Our Company leadership team ensures our CSR priorities are embedded in business decisions and operating practices, which we believe also strengthens our organizational culture to drive results and success. Strategic investments in technology, products, people and the planet help to ensure sustainable growth and enable us to deliver long-term value and strong returns for our shareholders. Our CSR strategy is informed by robust stakeholder engagement and is actively refreshed to identify value creation opportunities and minimize risk. Board-level governance is held within our N&CG Committee, which oversees the Company’s governance and CSR-related strategy, risks, opportunities and external reporting, and reports to the full Board as appropriate. Our Audit Committee also plays a role in the oversight of reporting on these matters in regulated filings and the data quality and applicable assurance related to this reporting.

More information on our CSR priorities and progress can be found on our website at www.thermofisher.com/CSR.

Oversight of management development and succession planning

The Board believes that one of its primary responsibilities is to oversee the development and retention of senior talent and to ensure that an appropriate succession plan is in place for our CEO and other members of senior management. The Compensation Committee, together with the CEO, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare senior leaders for greater responsibilities. The CEO also regularly updates the Board with regard to key talent indicators for our leadership, including talent effectiveness. The CEO, together with the Chief Human Resources Officer, provide a regular review to the Compensation Committee, assessing each of the members of the executive leadership team and his or her succession potential. This review includes a discussion about development plans for senior leaders to help prepare them for future succession and contingency plans in the event the CEO is unable to serve for any reason (including death or disability). While the Compensation Committee has the primary responsibility to develop succession plans for the CEO position, it regularly reports to the Board and decisions are made at the Board level.

CORPORATE GOVERNANCE

Oversight of political spending

The N&CG Committee, composed solely of independent directors, oversees the Company’s political spending and lobbying. This includes political and campaign contributions as well as any contributions to trade associations and other tax-exempt and similar organizations that may engage in political activity.

Thermo Fisher complies fully with all federal, state and local laws and reporting requirements governing corporate political contributions. We also request that trade associations receiving total payments of $25,000 or more from Thermo Fisher annually report the portion of Thermo Fisher dues and special assessments that were used for activities that are not deductible under section 162(e) of the Internal Revenue Code of 1986, as amended (the “Code”). We are committed to providing transparent disclosure of political contributions and lobbying activities. Based on feedback from stakeholders, political contributions that use corporate funds are published annually in the Company’s Political Contributions report in compliance with Thermo Fisher’s Political Contributions Policy, which are available on the Company’s website, www.thermofisher.com.

Other practices, policies and processes

Code of business conduct and ethics

All directors, officers and employees of Thermo Fisher must act with the highest standards of business ethics and integrity and comply with all applicable laws and regulations in the conduct of business. To that end, the Company has adopted and implemented a Code of Business Conduct and Ethics (“Code of Ethics”), which is available on the Company’s website, www.thermofisher.com. All directors, officers and employees of the Company are responsible for reviewing the Code of Ethics and certifying annually that they have reviewed and are in compliance with the Code of Ethics. The Company intends to satisfy SEC and NYSE disclosure requirements regarding amendments to, or waivers of, the Code of Ethics by posting such information on the Company’s website.

Review of potential related person transactions

Our Audit Committee is responsible for reviewing and approving, in advance, all related person transactions. Related persons include any of our directors or executive officers, certain of our shareholders, and their immediate family members, and transactions include any transaction or arrangement in which the amount involved exceeds $120,000 and where the Company or any of its subsidiaries is a participant and a related person has a direct or indirect material interest.

The Company’s executive officers and directors are required to report any proposed transaction to the General Counsel promptly. In reviewing and approving any such transactions, our Audit Committee considers all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction.

The responsibility for reviewing and approving such transactions is set forth in writing in the Corporate Governance Guidelines and the Audit Committee Charter, which are available on our website at www.thermofisher.com.

Contacting the Board

Shareholders and other interested parties who desire to send communications to the Board or any individual director or groups of directors should write to the Board by contacting the Company’s Corporate Secretary.

		Email: CorporateSecretary@thermofisher.com

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

Deferred compensation plan for directors

As part of its Amended and Restated 2013 Stock Incentive Plan, the Company maintains a deferred compensation plan for its non-employee directors (the “Directors Deferred Compensation Plan”). Under the Directors Deferred Compensation Plan, a participant may elect to defer receipt of his or her annual retainer. Deferred amounts are credited quarterly as units of common stock and are payable only in shares of common stock. Dividend equivalents are credited for cash dividends that would have been received on the underlying shares. Distributions are made within 60 days after the end of the fiscal year in which the participant ceases to serve as a director unless the participant makes a timely election to defer the distribution in accordance with the requirements of Section 409A of the Code. Participants do not have ownership of the shares until they are distributed.

Matching charitable donation program

The Company has a matching charitable donation program for non-employee directors (the “Matching Charitable Donation Program for Directors”), pursuant to which the Company matches donations made by a director to a charity selected by the director, up to $15,000 per director per year.

Director and officer insurance

The Company provides liability insurance for its directors and officers. The annual cost of this coverage is approximately $3.2 million.

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:

 

Executive compensation

PROPOSAL 2

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: