UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Rule 14a-101)

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.__ )

þ Filed by the Registrant ¨ Filed by a Party other than the Registrant

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¨	Preliminary Proxy Statement
¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to Section 240.14a-12

Thermo Fisher Scientific Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
þ	No fee required.
¨	Fee paid previously with preliminary materials.
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	We know what we do matters, and that fuels our success. Our more than 100,000 colleagues are inspired to bring their best every day to enable our customers to make the world healthier, cleaner, and safer.

From our Chairman, President and CEO

Dear Shareholder,

Thermo Fisher continues to build its future by fulfilling our Mission and delivering for all of our stakeholders. I’m extremely proud of what our team achieved in 2021, as we continued to successfully execute our growth strategy, strengthened our unique value proposition for customers, generated outstanding results for our shareholders, and made an incredible impact for society.

We know what we do matters, and that fuels our success. Our more than 100,000 colleagues are inspired to bring their best every day to enable our customers to make the world healthier, cleaner and safer. Whether they are developing new treatments for disease, protecting our planet, or keeping people safe, our customers rely on us as a trusted partner in their work. In every part of our business, the value we create for our customers drives growth for our company.

In terms of our financial performance, we built on the tremendous success we had in 2020. Our year-over-year revenues increased by 22% to $39.21 billion and we achieved exceptional earnings performance, delivering GAAP diluted earnings per share growth of 22% to $19.46 per share and adjusted EPS1 growth of 28% to $25.13 per share. We also returned significant capital to our shareholders through $2.4 billion in share buybacks and dividends.

In addition to delivering exceptional financial performance, we are also investing in our future by executing our proven growth strategy, which consists of three pillars:

•Innovating to launch new high-impact products,

•Leveraging our leading scale in high-growth and emerging markets, and

•Enhancing our unique customer value proposition.

To advance our growth strategy, we invested $1.4 billion in R&D and $2.5 billion in capital expenditures that will fuel future growth. It was also a very active year of M&A, and we invested $24 billion in strategic acquisitions, including the addition of PPD, Inc. which brings leading clinical research services to our company. It is a great complement to our existing capabilities serving pharma and biotech customers.

All of this further strengthened our industry leadership position, and you’ll see more details in this report.

Executing on enhanced ESG commitments

As the world leader in serving science, we have the opportunity – and obligation – to make a positive impact in the world. In 2021, we significantly advanced our environmental, social and governance (“ESG”) priorities.

•We committed to achieving carbon neutrality by 2050, building on our earlier goal to reduce greenhouse gas emissions by 30% across our operations by 2030.

•We enhanced reporting and transparency through our expanded Corporate Social Responsibility report and alignment to multiple ESG reporting frameworks.

•We also continued to invest in our Foundation for Science, extended our support for COVID-19 testing at historically Black colleges and universities, committed to investing $25 million in Black communities and businesses, and supported global health equity through COVID-19 testing donations to India and other low-income countries. These are just a few of the actions we took in 2021 to amplify our social impact.

Inside Thermo Fisher, we continue to build a vibrant and inclusive culture for our colleagues. I’m proud that we are among Forbes’ list of the world's most female-friendly companies and that we’ve received a 100% ranking for LGBTQ+ workplace equality from the Human Rights Campaign for the seventh consecutive year. And once again, Fortune has named us one of the World’s Most Admired Companies.

As you can see, we continue to create value for all of our stakeholders – customers, colleagues, shareholders and communities. We ask for your voting support on the matters described in this proxy statement so we can continue to build our future together. On behalf of all the stakeholders we serve, I thank you for your investment in Thermo Fisher Scientific.

Yours very truly,

Marc N. Casper

Chairman, President and Chief Executive Officer

April 7, 2022

1Adjusted earnings per share (“EPS”) is a financial measure that is not prepared in accordance with generally accepted accounting principles (“GAAP”). Appendix A to this proxy statement defines this and other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.

Notice of 2022 annual meeting of shareholders

	Date & Time		Location		Record Date
	Wednesday, May 18, 2022 1:00 p.m. (Eastern Time)		http://www.virtualshareholdermeeting.com/TMO2022		March 25, 2022

Items of business

Proposals	Board Recommendation	For Further Details
Proposal 1: Elect as directors the 12 nominees named in our proxy statement	FOR each nominee	Page 11
Proposal 2: Vote on an advisory resolution to approve executive compensation	FOR	Page 40
Proposal 3: Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2022	FOR	Page 70
Shareholders will also consider any other business properly brought before the meeting.

By Order of the Board of Directors,

Michael A. Boxer

Senior Vice President, General Counsel and Secretary

April 7, 2022

Review your proxy statement and vote in one of the following ways

Via the Internet Visit the website listed on your Notice of Internet Availability, proxy card or voting instruction form	By Telephone Call the telephone number on your proxy card or voting instruction form	By Mail Sign, date and return your proxy card or voting instruction form in the enclosed envelope
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 18, 2022.

The Proxy Statement and 2021 Annual Report are available at www.proxyvote.com.

This notice and the accompanying proxy statement, 2021 annual report, and proxy card or voting instruction form were first made available to shareholders beginning on April 7, 2022. You may vote if you owned shares of our common stock at the close of business on March 25, 2022, the record date for notice of and voting at our annual meeting.

Table of contents

Proxy statement summary	1
Company overview	1
2021 performance	3
Long-term performance	4
Corporate governance highlights	4
Sustainability	5
Shareholder engagement	5
Roadmap of voting items	6
Corporate governance	11
PROPOSAL 1 Election of directors	11
Board of directors—selection, skills and experience	12
Board leadership structure	19
Board practices, policies and processes	27
Compensation of directors	30
Sustainability	33
Public policy engagement and political participation	36
Shareholder engagement	38
Executive compensation	40
PROPOSAL 2 Advisory vote on executive compensation	40
Compensation discussion and analysis	41
Compensation Committee report	57
Executive compensation tables	58
CEO pay ratio	69
Audit matters	70
PROPOSAL 3 Ratification of selection of independent auditors	70
Independent auditor fees	70
Audit Committee’s pre-approval policies and procedures	71
Audit Committee report	72
Information about stock ownership	73
Security ownership of certain beneficial owners and management	73
Equity compensation plan information	74
Voting and meeting information	76
Purpose of annual meeting	76
Virtual annual meeting	76
Voting information	77
Proxy solicitation and distribution	79
Submitting 2023 proposals	80
SEC Rule 14a-8	80
Advance notice bylaw	80
Proxy access nominations	80
Appendix A	81
Reconciliation of GAAP to non-GAAP financial measures	81

Proxy statement summary

To assist you in reviewing the proposals to be acted upon at our 2022 Annual Meeting of Shareholders (“2022 Annual Meeting”), below is a brief overview of the Company and our performance, corporate governance and shareholder engagement highlights, and a roadmap of voting items. The following description is only a summary. For more information about these topics, please review Thermo Fisher’s Annual Report on Form 10-K for the year ended December 31, 2021 and the complete Proxy Statement.

2022 Annual Meeting of Shareholders

	Date & Time		Location		Record Date
	Wednesday, May 18, 2022 1:00 p.m. (Eastern Time)		http://www.virtualshareholdermeeting.com/TMO2022		March 25, 2022

Company overview

Who we are

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

2022 Proxy Statement 1

Proxy Statement Summary

Our Mission

At Thermo Fisher, everything we do begins with our Mission – to enable our customers to make the world healthier, cleaner and safer. We have a remarkable team of colleagues around the globe who are passionate about helping our customers address some of the world’s greatest challenges. Whether they are developing new treatments for disease, protecting the environment or ensuring public safety, our customers count on us to help them achieve their goals.

Our Values

Thermo Fisher’s 4i Values of Integrity, Intensity, Innovation and Involvement are the foundation of our culture. They guide our colleagues’ interactions — with our customers, suppliers and partners, with each other and with our communities. We continue to create a bright future for our company by doing business the right way.

2 2022 Proxy Statement

Proxy Statement Summary

2021 performance

In 2021, we delivered another exceptional year. Outstanding operational performance by our global team enabled us to capture the many opportunities in our end markets and further strengthen our industry leadership: •Revenue grew 22% to $39.21 billion •GAAP diluted EPS increased 22% to $19.46 and adjusted EPS* increased 28% to $25.13 •GAAP operating income grew by 29% to $10.03 billion and adjusted operating income* grew by 27% to $12.14 billion •And we generated free cash flow* of $6.81 billion We also continued to effectively deploy our capital in 2021 to create significant shareholder value by: •Returning capital of $2.4 billionthrough $2.0 billion of stock buybacks and $395 million of dividends •Committing $2.5 billion in capital expenditures to support near- and long-term growth opportunities across our businesses •Investing $24 billion in strategic acquisitions, including the addition of PPD, Inc., a leading provider of clinical research services for the biopharma industry

We became a stronger partner for our customers by continuing to successfully execute our growth strategy, which consists of three pillars:
•High-impact innovation: We increased our investment in R&D by approximately 19% to $1.4 billion in 2021 and launched a range of new products that strengthened our offering. Some highlights include the HyPerforma DynaDrive Single-Use Bioreactor for large-volume bioprocessing, Thermo Scientific Orbitrap Exploris gas-chromatography mass spectrometers for a range of life science and biopharma applications, the Thermo Scientific Helios 5 EXL Wafer DualBeam scanning electron microscope for semiconductor development, and our Applied Biosystems QuantStudio 7 Pro DX Real-Time PCR system for molecular diagnostics.	•Scale in high-growth and emerging markets: We built on our industry-leading scale in emerging and high-growth markets in 2021 to further strengthen our depth of capabilities for our customers, including opening new manufacturing sites in China and Singapore to serve both local and global demand from biopharma customers. In South Korea, we also enhanced our local capabilities by opening customer-focused innovation centers for both the semiconductor and biopharma industry.	•Unique customer value proposition: We continue to strengthen our offering of products and services that support customers, from the discovery of a molecule in the research lab all the way to manufacturing a commercial medicine. We added new capabilities through internal investments in R&D and capacity expansions, as well as through strategic acquisitions – including PPD and a number of other transactions that enhance our offering. Our success here is most apparent in the way we serve our pharma and biotech customers.

All of these achievements are designed to make Thermo Fisher Scientific a stronger partner for our customers. And when we help them achieve their goals, society benefits. Here are some recent examples:

•For a healthier world, our cell analysis and next-generation sequencing instruments are being used to develop more targeted diagnostics and therapies for better patient outcomes

•For a cleaner world, our electron microscopes are being used to develop more energy-efficient automotive batteries

•To protect consumers, we’re providing food and beverage companies with instruments and equipment for quality and safety assurance.

*    Adjusted EPS, adjusted operating income and free cash flow are financial measures that are not prepared in accordance with GAAP. Appendix A to this proxy statement defines these non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.

2022 Proxy Statement 3

Proxy Statement Summary

Long-term performance

Our record of delivering total shareholder return (“TSR”) reflects our commitment to long-term shareholder value creation.

Total Shareholder Return

*Represents average TSR of companies included in our “2021 Peer Group”. See page 43 for list of companies.

**Represents average TSR of companies included in our “2022 Peer Group”. See page 44 for list of companies.

***Represents average TSR of the S&P’s 500 Healthcare and S&P’s 500 Industrial Indices, weighted 80/20, respectively, to approximate the split of our revenue by end market.

Corporate governance highlights

Our Board of Directors (the “Board”) recognizes that Thermo Fisher’s success over the long-term requires a robust framework of corporate governance that serves the best interests of all our shareholders. Below are highlights of our corporate governance framework.

üBoard refreshment remains a key area of focus for us, most recently evidenced by the recent addition of Ruby R. Chandy to our Board.

üOur Bylaws provide for proxy access by shareholders.

üAll of our directors are elected annually.

üIn uncontested elections, our directors must be elected by a majority of the votes cast, and an incumbent director who fails to receive such a majority is required to tender his/her resignation.

üOur shareholders have the right to call special meetings.

üOur shareholders have the right to act by written consent.

4 2022 Proxy Statement

Proxy Statement Summary

Sustainability

As the world leader in serving science, we are keenly aware of our responsibility to the global community. Our Corporate Social Responsibility strategy is our commitment to doing business the right way to enable a sustainable future for all. Our approach is built on a framework of four key pillars - Operations, Colleagues, Communities and Environment - that reinforce our Mission, align with our strategy and are material to our stakeholders.

Shareholder engagement

Our Board and management are committed to engaging with and listening to our shareholders. Throughout 2021 and into 2022 we engaged with shareholders representing over 50% of our outstanding shares to solicit their feedback on our business and financial performance, governance and executive compensation programs, and environmental and social matters. Members of our investor relations team and senior management participated in each discussion, with certain engagements including a member of our Board. This dialogue has informed our Board’s meeting agendas, and led to governance enhancements that help us address the issues that matter most to our shareholders. See page 38 for details on what we learned from our shareholders and changes we made to our programs.

This engagement process will assist us in achieving our strategic objectives, creating long-term value, maintaining our culture of compliance, and contributing to our environmental, social, and governance activities.

Our Shareholder Engagement Process

Deliberate, Assess, and Prepare •Our Board assesses and monitors: –investor sentiment –shareholder voting results –trends in governance, executive compensation, human capital management, regulatory, environmental, social, and other matters •Our Board identifies and prioritizes potential topics for shareholder engagement		Outreach and Engagement •Management regularly meets with shareholders to actively solicit input on a range of issues, and report shareholder views to our Board •Management routinely engages with investors individually, as well as at conferences and other forums
Respond •Our Board responds, as appropriate, with enhancements to policy, practices, and disclosure •For more information on governance enhancements informed by shareholder input, please see page 38		Evaluate •Shareholder input informs our Board’s ongoing process of continually improving governance and other practices •Our Board and management review shareholder input to identify consistent themes, and research and evaluate any identified issues and concerns

2022 Proxy Statement 5

Proxy Statement Summary

Roadmap of voting items

	Proposal 1
	Election of directors
	We are asking our shareholders to elect each of the 12 director nominees identified below to serve until the 2023 Annual Meeting of shareholders.
	The Board recommends a vote FOR each director nominee.	See page 11

Our director nominees

Below is an overview of each of the director nominees you are being asked to elect at the 2022 Annual Meeting.

			Director Since	Committee Membership
	Director Nominee	Age		AC	CC	NCGC	SFC	STC
	Marc N. Casper Chairman, President and Chief Executive Officer, Thermo Fisher Scientific	54	2009				¡	¡
	Nelson J. ChaiIndependent Chief Financial Officer, Uber Technologies Inc.	56	2010	l		¡
	Ruby R. Chandy Independent Former President, Pall Industrial, Pall Corporation	60	2022	¡
	C. Martin Harris Independent Associate Vice President of the Health Enterprise, Chief Business Officer, and Professor, Department of Internal Medicine, Dell Medical School at the University of Texas at Austin	65	2012			¡		¡
	Tyler Jacks President of Break Through Cancer and David H. Koch Professor of Biology at the Massachusetts Institute of Technology	61	2009				¡	l
	R. Alexandra Keith Independent (1) Chief Executive Officer, P&G Beauty and Executive Sponsor, Corporate Sustainability	54	2020			¡
	Jim P. Manzi Independent Chairman, Stonegate Capital	70	2000		¡
	James C. Mullen Chairman, President and Chief Executive Officer of Editas Medicine, Inc.	63	2018				¡
	Lars R. Sørensen Independent Former President and Chief Executive Officer, Novo Nordisk A/S	67	2016			l	¡
	Debora L. Spar Independent (2) Professor and Senior Associate Dean, Business and Global Society, Harvard Business School	58	2019	¡			¡
	Scott M. Sperling Independent (2) (3) Co-CEO, Thomas H. Lee Partners, LP	64	2006		¡
	Dion J. Weisler Independent Former President and Chief Executive Officer, HP Inc.	54	2017	¡	l

AC Audit      CC Compensation      NCGC Nominating and Corporate Governance
SFC Strategy and Finance      STC Science and Technology	l	Chair	¡	Member
(1) Ms. Keith will join the Compensation Committee, effective immediately following the 2022 Annual Meeting. (2) Mr. Sperling will continue to serve as Chair of the Strategy and Finance Committee until the 2022 Annual Meeting. Dr. Spar will become the Strategy and Finance Committee Chair, effective immediately following the 2022 Annual Meeting. (3) Mr. Lynch will continue to serve as Lead Director until the 2022 Annual Meeting. Mr. Sperling will become Lead Director, effective immediately following the 2022 Annual Meeting.

6 2022 Proxy Statement

Proxy Statement Summary

Board snapshot

Below is a snapshot of demographic data for the director nominees you are being asked to elect at the 2022 Annual Meeting.

Independence

Independent

Not Independent

Tenure

<3 years

3-7 years

8-12 years

>12 years

9.0 years Average Tenure

Age

50-60 years

61-70 years

61 years Average Age

Diversity

Female

Ethnically diverse

Born outside of the U.S.

Board skills and experience

Below are the skills and experience of the director nominees you are being asked to elect at the 2022 Annual Meeting.

Strategic Leadership  100% of directors

CEO Leadership  75% of directors

Industry Background  67% of directors

Public Company Board Service  83% of directors

Financial Acumen and Expertise  75% of directors

International Experience  92% of directors

Senior Management Leadership  92% of directors

Corporate Finance and M&A Experience  75% of directors

2022 Proxy Statement 7

Proxy Statement Summary

	Proposal 2
	Approval of an advisory vote on executive compensation
	We are asking our shareholders to cast a non-binding, advisory vote on the compensation of the executive officers named in the Summary Compensation Table. In evaluating this year’s “say on pay” proposal, we recommend that you review our Compensation Discussion and Analysis, which explains how and why the Compensation Committee of our Board arrived at its executive compensation actions and decisions for 2021.
	The Board recommends a vote FOR this proposal.	See page 40

Framework of 2021 compensation

Overview of executive compensation program

Our executive compensation program is designed with Thermo Fisher’s Mission at its core. Being successful, while delivering sustainable value creation for our shareholders in a responsible way, requires the right talent in the right roles focused on a combination of financial and non-financial performance.

Compensation of the Company’s executive officers named in the summary compensation table set forth under the heading “Executive compensation” (the “Named Executive Officers” or “NEOs”) is primarily delivered in base salary, an annual cash incentive and a mix of long-term incentives. This combination balances a focus on retention of talent, achievement of near-term business goals, and sustainable longer-term performance and shareholder value creation. Learn more on page 40.

Alignment with strategy

For our compensation program to be successful, it needs to effectively align with our key strategic, financial and operational goals. We achieve this by delivering the majority of compensation in the form of at-risk variable pay that is directly tied to our performance and value delivery to our shareholders.

The performance measures that apply to annual and long-term incentive awards reflect both our focus on organic top line growth, along with operational efficiency and profitability. To ensure alignment with shareholder value creation we also assess TSR relative to some of the highest performing companies in the S&P 500.

CEO

Other Named Executive Officers (Aggregate)

Learn more about our performance measures and why they matter on page 45.

8 2022 Proxy Statement

Proxy Statement Summary

2021 highlights

During 2021, the Compensation Committee reviewed feedback collected as part of the extensive shareholder outreach efforts, as it related to executive compensation. This feedback was an important input into our annual review of the executive compensation program design during the year. As a result, the Committee approved select changes for 2021. Learn more on page 38.

Executive compensation 2021 decisions

•In February 2021, the Compensation Committee approved increases to base salaries ranging from 5.0% - 10.3% for our Named Executive Officers.

•In September 2021, the Compensation Committee approved changes to the organizational leadership structure, including promotions of Messrs. Lagarde and Pettiti, as well as increases to their respective compensation.

•In February 2022, the Compensation Committee approved annual cash incentive payouts for 2021 performance for our Named Executive Officers equal to 195% of target.

•In February 2022, the Compensation Committee certified achievement of 175% payout on 2021 performance-based restricted stock units and the performance requirements for the first 5-year performance period under the 2020 TSR stock option program.

Compensation governance

Our Compensation Committee also recognizes that the success of our executive compensation program over the long-term requires a robust framework of compensation governance. As a result, the Committee regularly reviews external executive compensation practices and trends and incorporates best practices into our executive compensation program:

What We Do

What We Don’t Do

ü Benchmark compensation levels against appropriate companies in related industries, of a similar size and business complexity ü Reference the market median when reviewing compensation for our Named Executive Officers ü Clawback policy for the recoupment of compensation in certain situations ü Regular shareholder engagement related to compensation ü Maximums for our performance-based incentive plans ü Robust stock ownership requirements ü Two year holding requirement on 50% of net stock vesting under the CEO’s time- and performance-based restricted stock units ü Engage an independent compensation consultant ü Deliver the majority of compensation in the form of at-risk, variable pay ü Align pay with performance and Company strategy ü Double-trigger change in control provisions

û No tax gross ups û No plans that encourage excessive risk û No guaranteed pay increases û No guaranteed bonuses or equity awards û No dividends paid on equity awards prior to vesting û No hedging or pledging of Company stock û No excessive perquisites û No pension or SERPs (with the exception of legacy accumulated benefits from acquired companies)

2022 Proxy Statement 9

Proxy Statement Summary

	Proposal 3
	Ratification of the selection of the independent auditors
	We are asking our shareholders to ratify our Audit Committee’s selection of PricewaterhouseCoopers LLP (“PwC”) to act as the independent auditors for Thermo Fisher for 2022. Although our shareholders are not required to approve the selection of PwC, our Board believes that it is advisable to give our shareholders an opportunity to ratify this selection.
	The Board recommends a vote FOR this proposal.	See page 70

The Audit Committee has selected PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022. During the fiscal year ended December 31, 2021, PwC served as the Company’s independent auditors.

PwC has audited the Company’s financial statements each year since 2002. The Audit Committee exercises sole authority to approve all audit engagement fees and terms associated with the retention of PwC. In addition to overseeing the regular rotation of the lead audit partner, the Audit Committee is involved in the selection of, and reviews and evaluates, the lead audit partner and considers whether, in order to assure continuing auditor independence, there should be regular rotation of the independent registered public accounting firm. The Audit Committee believes that the retention of PwC to serve as our independent auditors is in the best interests of the Company and its shareholders. Although the Company is not required to seek shareholder ratification of this selection, the Company has decided to provide its shareholders with the opportunity to do so. If this proposal is not approved by our shareholders at the 2022 Annual Meeting, the Audit Committee will reconsider the selection of PwC. Even if the selection of PwC is ratified, the Audit Committee in its discretion may select a different firm of independent auditors at any time during the year if it determines that such a change would be in the best interest of the Company and its shareholders.

Representatives of PwC are expected to attend the virtual 2022 Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from the shareholders.

10 2022 Proxy Statement

Corporate governance

	Proposal 1
	Election of directors
	We are asking our shareholders to elect each of the 12 director nominees identified below to serve until the 2023 Annual Meeting of shareholders.
	The Board recommends a vote FOR each director nominee.

The Board, upon recommendation from the Nominating and Corporate Governance Committee, has nominated 12 directors for election at the 2022 Annual Meeting. Each of the directors elected at the 2022 Annual Meeting will hold office until the annual meeting of shareholders to be held in 2023 and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. Each of the director nominees currently serves as a member of the Board of Directors.

After consideration of the individual qualifications, skills and experience of each of our director nominees and his or her prior contributions to the Board, we believe that a Board composed of the 12 director nominees would be well-balanced and effective.

Unless contrary instructions are given, the shares represented by a properly executed proxy will be voted “FOR” each of the director nominees presented below. If, at the time of the meeting, one or more of the director nominees has become unavailable to serve, shares represented by proxies will be voted for the remaining director nominees and for any substitute director nominee or nominees designated by the Board of Directors, unless the size of the Board is reduced. The Board knows of no reason why any of the director nominees will be unavailable or unable to serve. Proxies cannot be voted for a greater number of persons than the director nominees listed.

2022 Proxy Statement 11

Corporate Governance

Board of directors—selection, skills and experience

Director nomination process

The Nominating and Corporate Governance Committee considers recommendations for director nominees suggested by its members, other directors, management and other interested parties. It will consider shareholder recommendations for director nominees that are sent to the Nominating and Corporate Governance Committee to the attention of the Company’s Secretary at the principal executive office of the Company.

Role of the Nominating and Corporate Governance Committee

The process for evaluating prospective nominees for director, including candidates recommended by shareholders, includes meetings from time to time to evaluate biographical information and background material relating to prospective nominees, interviews of selected candidates by members of the Nominating and Corporate Governance Committee and other members of the Board, and application of the Company’s general criteria for director nominees set forth in the Company’s Corporate Governance Guidelines. These criteria include the prospective nominee’s integrity, business acumen, age, experience, commitment, and diligence. Additionally, given the importance of diversity to the Board, our Corporate Governance Guidelines require that the Nominating and Corporate Governance Committee seek to include diverse candidates, including women and minorities, in the pool of candidates from which it recommends director nominees and request that any search firm it engages include diverse candidates. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Committee believes that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities to assist the Board in fulfilling its responsibilities. The Nominating and Corporate Governance Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, and, with respect to members of the Audit Committee, financial expertise.

After completing its evaluation, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee has from time to time engaged a search firm to facilitate the identification, screening and evaluation of qualified, independent candidates for director to serve on the Board.

Board diversity and Board tenure

We believe that the varied perspectives and experiences resulting from having a diverse Board enhances the quality of decision making. We also believe diversity can help the Board identify and respond more effectively to the needs of customers, shareholders, colleagues, suppliers and other stakeholders. The Board and the Nominating and Corporate Governance Committee consider a number of demographics including, but not limited to, race, gender, ethnicity, age, culture and nationality in seeking to develop a Board that, as a whole, reflects diverse viewpoints, backgrounds, skills, experiences and expertise. The Board is committed to increasing diversity and inclusion, both at the Board level and across the Company. In particular, the Board is committed to identifying and evaluating highly qualified women and under-represented ethnic group candidates as well as candidates with other diverse backgrounds, industry experience and other unique characteristics. Our current goal is that by our 2023 annual meeting of shareholders, 30% of our Board will be gender diverse. To this end, as discussed above, our Corporate Governance Guidelines require that the Nominating and Corporate Governance Committee seek to include diverse candidates, including women and minorities, in the pool of candidates from which it recommends director nominees and request that any search firm it engages include diverse candidates. Director nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

In addition, we believe that having directors with differing tenures is important in order to provide both fresh perspectives and deep experience and knowledge of the Company. The Board believes that a mix of long- and short-tenured directors ensures an appropriate balance of views and insights and allows the Board as a whole to benefit from the historical and institutional knowledge that longer-tenured directors possess and the fresh perspectives contributed by newer directors.

In furtherance of the Board’s active role in Board succession planning, the Board has appointed five new directors since 2017.

12 2022 Proxy Statement

Corporate Governance

Director nominee skills, experience, and background

The Board regularly reviews the skills, experience, and background that it believes are desirable to be represented on the Board and in order to align with the Company’s strategic Vision, business and operations.

The following matrix identifies the skills, experience, and background that our director nominees bring to the Board:

Casper

Chai

Chandy

Harris

Jacks

Keith

Manzi

Mullen

Sørensen

Spar

Sperling

Weisler

Strategic Leadership Experience driving strategic direction and growth of an organization

l

l

l

l

l

l

l

l

l

l

l

l

CEO Leadership Experience serving as the Chief Executive Officer of a major organization

l

l

l

l

l

l

l

l

l

Industry Background Knowledge of or experience in the Company’s specific industry

l

l

l

l

l

l

l

l

Public Company Board Service Experience as a board member of another publicly-traded company

l

l

l

l

l

l

l

l

l

l

Financial Acumen and Expertise Experience or expertise in financial accounting and reporting or the financial management of a major organization

l

l

l

l

l

l

l

l

l

International Experience Experience doing business internationally

l

l

l

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Senior Management Leadership Experience serving in a senior leadership role of a major organization (e.g., Chief Financial Officer, General Counsel, President, or Division Head)

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Corporate Finance and M&A Experience Experience in corporate lending or borrowing, capital market transactions, significant mergers or acquisitions, private equity, or investment banking

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Corporate Governance

Director nominees

Set forth below are the names of the persons nominated as directors, their ages, their offices in the Company, if any, their principal occupations or employment for the past five years, the length of their tenure as directors and the names of other public companies in which they currently hold directorships or have held directorships during the past five years. We have also presented information below regarding each director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director. Information regarding their beneficial ownership of the Company’s common stock, par value $1.00 per share (“Common Stock”), is reported under the heading “Information about stock ownership” on page 73.

	Professional Highlights •Thermo Fisher Scientific Inc. –Chairman, President and CEO (2020 - Present) –President and CEO (2009 - 2020) –Executive VP and COO (2008 - 2009) –Executive VP (2006 - 2008) Other current directorships: None Previously held directorships: U.S. Bancorp
Marc N. Casper Chairman, President and CEO Age: 54 Director since: 2009 Committees: Strategy and Finance, Science and Technology
	Director Qualifications 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 history and day-to-day operations. This contribution is stemmed further from Mr. Casper’s 20-plus years in the life sciences and healthcare equipment industry, and his long-standing employment with the Company. Additionally, Mr. Casper’s experience as the Chief Executive Officer of the Company, and previously serving in various senior level management roles, enables him to provide strategic leadership skills and financial acumen and expertise that are invaluable to the Board.

	Professional Highlights •CFO, Uber Technologies Inc. (2018 - Present) •President and CEO, The Warranty Group (2017 - 2018) •President, CIT Group (2011 - 2015) Other current directorships: None
Nelson J. Chai Independent Age: 56 Director since: 2010 Committees: Audit (Chair), Nominating and Corporate Governance
	Director Qualifications Mr. Chai’s broad background and experience makes him a suitable and valued member of our Board. Mr. Chai has held executive management positions in a variety of industries and organizations, including his current role as Chief Financial Officer of Uber Technologies Inc., a ridesharing company, and prior roles as President and CEO of The Warranty Group, a provider of specialty insurance products, and President of CIT Group, a financial institution. As a result of his vast background, Mr. Chai brings valuable CEO and strategic leadership, financial acumen and expertise, and accounting experience to our Board.

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	Professional Highlights •President, Pall Industrial, Pall Corporation (2012 - 2015) Other current directorships:DuPont de Nemours Inc. and Flowserve Corporation Previously held directorships: Ametek, Inc.
Ruby R. Chandy Independent Age: 60 Director since: 2022 Committees: Audit
	Director Qualifications Ms. Chandy’s broad background and experience makes her a valuable member of the Board. She is a proven executive with experience in global life sciences and multi-industrial companies, including her role as President of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation, and purification technologies. She brings experience in executive management, marketing, strategy, international growth, innovation, and mergers and acquisitions. Ms. Chandy brings valuable board-level experience from her many years serving on public company boards, including her service on various committees, such as the Audit, Compensation, Corporate Governance/Nominating, Finance and Risk, and Environment, Health, Safety and Sustainability Committees.

	Professional Highlights •University of Texas Austin, Dell Medical School (2016 - Present) –Associate Vice President of the Health Enterprise –Chief Business Officer –Professor, Department of Internal Medicine •Cleveland Clinic Hospital –Chief Strategy Officer, The Cleveland Clinic Foundation (2009 - 2016) –Chief Information Officer and Chairman, Information Technology Division (1996 - 2016) –Staff Physician, Foundation Department of General Internal Medicine (1996 -2016) Other current directorships: Invacare Corporation, Colgate-Palmolive Company and MultiPlan Corporation Previously held directorships: HealthStream Inc.
C. Martin Harris Independent Age: 65 Director since: 2012 Committees: Nominating and Corporate Governance, Science and Technology
	Director Qualifications Dr. Harris provides valuable insight and perspective on the healthcare industry stemming from his current role as Chief Business Officer of Dell Medical School of the University of Texas, Austin, and his previous long-standing career as a physician and Chief Information Officer of Cleveland Clinic Hospital, and Chief Strategy Officer of the Cleveland Clinic Foundation. Dr. Harris has been a strategic leader in healthcare organizations, and also brings valuable board-level experience from his many years served on public company boards in the healthcare industry, including his service on various committees, including the Audit, Nominating and Corporate Governance, and Compensation Committees.

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	Professional Highlights •President, Break Through Cancer (2021 - Present) •Massachusetts Institute of Technology, Koch Institute –Professor, Department of Biology and Center for Cancer Research (1992 - Present) –Founding Director, Integrative Cancer Research (2001 - 2021) •Investigator, Howard Hughes Medical Institute (1994 - 2021) Other current directorships: Amgen, Inc.
Tyler Jacks Age: 61 Director since: 2009 Committees: Strategy and Finance, Science and Technology (Chair)
	Director Qualifications Dr. Jacks brings to the Board the benefits of his significant experience of many years in the cancer research industry. He currently serves as President of Break Through Cancer, an organization focusing on collaborative approaches to cancer research, and has worked for over 29 years at Massachusetts Institute of Technology as a professor in the Department of Biology, and formerly as Founding Director of the Koch Institute, a cancer research center. Dr. Jacks brings valuable board-level and industry specific experience from his years serving on public company boards in the biotechnology industry and as a member of multiple scientific advisory boards of biotechnology companies, pharmaceutical companies and academic institutions, including his service on various committees, such as the Audit, Compensation and Management Development, Corporate Responsibility and Compliance, and Nominating and Corporate Governance Committees.

	Professional Highlights •Procter & Gamble Company –Chief Executive Officer, P&G Beauty (2019 - Present), and Executive Sponsor, Corporate Sustainability (2021 - Present) –President, Global Hair Care and Beauty Sector (2017 - 2019) –President, Global Skin and Personal Care (2014 - 2017) Other current directorships: None
R. Alexandra Keith Independent Age: 54 Director since: 2020 Committees: Nominating and Corporate Governance(1)
	Director Qualifications Ms. Keith’s 30-plus years at Procter & Gamble, a global consumer products company, enables her to bring a unique perspective to the Company’s board of directors, including valuable executive management and strategic leadership skills, financial expertise, and international experience.

	Professional Highlights •Chairman, Stonegate Capital (1995 - Present) •Chairman, President and CEO, Lotus Development Corporation (1984 - 1995) Other current directorships: None
Jim P. Manzi Independent Age: 70 Director since: 2000 Committees: Compensation
	Director Qualifications Mr. Manzi brings to the Board valuable strategic leadership skills, operational management expertise and overall business acumen, as a result of his senior-level management experience leading Lotus Development Corporation, as Chief Executive Officer, prior to its acquisition, and his current role as Chairman of Stonegate Capital, a private equity firm. Mr. Manzi also brings valuable knowledge of the Company due to his 20-plus years as a member of our Board, which we believe provides our Board with specific expertise and insight into our business.

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	Professional Highlights •Chairman, President and Chief Executive Officer, Editas Medicine, Inc. (2021 - Present) •Chief Executive Officer, Patheon N.V. (2011 - 2017) •Chief Executive Officer, Biogen Inc. (2000 - 2010) Other current directorships: Editas Medicine, Inc. Previously held directorships: Insulet Inc. and Patheon N.V.
James C. Mullen Age: 63 Director since: 2018 Committees: Strategy and Finance
	Director Qualifications Mr. Mullen brings valuable industry knowledge to the Board, due to his 35 years of extensive management experience and his senior leadership background in the pharmaceutical and biotechnology industries. Mr. Mullen currently serves as Chairman, President and Chief Executive Officer of Editas Medicine, a clinical-stage biotechnology company and previously served as Chief Executive Officer of Patheon N.V., a contract development and manufacturing organization which was acquired by the Company in 2017, and as Chief Executive Officer of Biogen Inc. We believe this experience provides our Board with specific expertise and insight into our business. Mr. Mullen also brings valuable board-level experience from his service on the boards of public companies in the pharmaceutical industry, including his service on various committees, such as the Compensation and Nominating and Corporate Governance Committees.

	Professional Highlights •President and CEO, Novo Nordisk A/S (2000 - 2016) Other current directorships: Essity Aktiebolag Previously held directorships: Carlsberg AS
Lars R. Sørensen Independent Age: 67 Director since: 2016 Previously served as a director: 2011 - 2015 Committees: Nominating and Corporate Governance (Chair), Strategy and Finance
	Director Qualifications Mr. Sørensen brings to the Board valuable strategic leadership skills, financial expertise, industry background, and international experience as a result of his long-standing tenure as Chief Executive Officer at Novo Nordisk A/S, a global healthcare company. Mr. Sørensen also brings valuable board-level experience from his years of serving on public company boards in the life sciences industry, including his service on various committees, such as the Audit, Nominating, and Remuneration Committees.

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Corporate Governance

	Professional Highlights •Harvard Business School –Professor, Harvard Business School (2018 - Present) and Senior Associate Dean, Business and Global Society (2021 - Present) –Senior Associate Dean, Harvard Business School Online (2019 - 2021) •President and CEO, Lincoln Center for the Performing Arts (2017 - 2018) •President, Barnard College (2008 - 2017) Other current directorships: None Previously held directorships: Goldman Sachs and Northern Star Acquisition Corp.
Debora L. Spar Independent Age: 58 Director since: 2019 Committees: Audit, Strategy and Finance(2)
	Director Qualifications 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, including her service on various committees, such as the Audit, Compensation, Nominating and Corporate Governance, and Strategy Committees.

	Professional Highlights •Co-Chief Executive Officer, Thomas H. Lee Partners, LP (1994 - Present) Other current directorships: Agiliti, Inc. Previously held directorships: iHeart Media, Inc. and The Madison Square Garden Company
Scott M. Sperling Independent(3) Age: 64 Director since: 2006 Committees: Compensation, Strategy and Finance (Chair)(2)
	Director Qualifications Mr. Sperling brings to the Board valuable strategic leadership skills, and corporate finance and acquisition experience due to his current role serving as Co-Chief Executive Officer of Thomas H. Lee Partners LP, a private equity firm. Mr. Sperling also brings valuable board-level experience from serving on public company boards, including his service on the Nominating and Corporate Governance Committees.

	Professional Highlights •President and CEO, HP Inc. (2015 - 2019) Other current directorships: BHP and Intel Corporation Previously held directorships: HP Inc.
Dion J. Weisler Independent Age: 54 Director since: 2017 Committee: Audit, Compensation (Chair)
	Director Qualifications Mr. Weisler brings to the Board valuable strategic and senior management leadership skills, financial expertise, international experience, and M&A experience due to his former role serving as Chief Executive Officer at HP Inc., an information technology company. Mr. Weisler also brings valuable board-level experience from his service on HP Inc.’s board.

(1) Ms. Keith will join the Compensation Committee, effective immediately following the 2022 Annual Meeting.

(2) Mr. Sperling will continue to serve as Chair of the Strategy and Finance Committee until the 2022 Annual Meeting. Dr. Spar will become the Strategy and Finance Committee Chair, effective immediately following the 2022 Annual Meeting.

(3) Mr. Lynch will continue to serve as Lead Director until the 2022 Annual Meeting. Mr. Sperling will become Lead Director, effective immediately following the 2022 Annual Meeting.

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Retirement policy

Under Thermo Fisher’s Corporate Governance Guidelines, a director is required to retire when he or she reaches age 72. A director elected to the Board prior to his or her 72nd birthday may continue to serve until the annual shareholders meeting following his or her 72nd birthday. On the recommendation of the Nominating and Corporate Governance Committee, the Board may waive this requirement as to any director if it deems a waiver to be in the best interests of the Company.

Board leadership structure

On an annual basis, our Nominating and Corporate Governance Committee evaluates and makes recommendations to the Board concerning the Board’s leadership structure, including whether the roles of Chairman and CEO should be separated or combined and elects a Chairman from among the directors. The Board believes that it is in the best interests of the Company and its shareholders for the Board to determine which director is best qualified to serve as Chairman in light of the circumstances at the time, rather than based on a fixed policy. In the event that the Chairman is not an independent director, an independent Lead Director is elected on an annual basis by a majority of the independent directors upon a recommendation from the Nominating and Corporate Governance Committee.

The duties of the independent Lead Director include:

•leading meetings of the non-management or independent directors;

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

•calling meetings of non-management or independent directors;

•approving meeting agendas for the Board;

•approving meeting schedules to help ensure sufficient time for discussion;

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

•being available to meet with shareholders as appropriate.

Since February 2020, our Board has combined the positions of Chairman and CEO under the leadership of Marc Casper, and designated an independent Lead Director. The Board concluded that it was in the best interests of the Company and its shareholders to combine the roles of Chairman and CEO at that time to drive the most efficient execution of our strategic plan and realize our vision for the future. Given his contributions to the Company’s success, and his insights and expertise as a member of the Board, our Board unanimously selected Mr. Casper to also take on the Chairman role. Mr. Lynch currently serves as our Lead Director and will continue to serve in this role until the 2022 Annual Meeting. Mr. Sperling will become Lead Director immediately following the 2022 Annual Meeting. With these changes, the Board has adopted the right governance structure, with the right leaders and oversight, to drive shareholder value now and in the future.

How we assess director independence

Board members

The Company’s Corporate Governance Guidelines require a majority of our directors to be independent within the meaning of the NYSE listing requirements. The Board has determined that all of our director nominees (listed on page 6) other than Messrs. Casper and Mullen and Dr. Jacks are independent, and determined that Thomas J. Lynch, who serves on the Board until the 2022 Annual Meeting, is independent.

•The Board’s guidelines. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with the Company. The Board has adopted the following standards to assist it in determining whether a director has a material relationship with the Company, which can be found in the Company’s Corporate Governance Guidelines, on the Company’s website at www.thermofisher.com. Under these standards, a director will not be considered to have a material relationship with the Company if he or she is not:

•A director who is (or was within the last three years) an employee, or whose immediate family member is (or was within the last three years) an executive officer, of the Company;

•A director who is a current employee or greater than 10% equity owner, or whose immediate family member is a current executive officer or greater than 10% equity owner, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues;

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Corporate Governance

•A director who has received, or whose immediate family member has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

•A director who is, or whose immediate family member is, a current partner of a firm that is the Company’s internal or external auditor; a director who is a current employee of a firm that is the Company’s internal or external auditor; a director whose immediate family member is a current employee of a firm that is the Company’s internal or external auditor and personally works on the Company’s audit; or a director who was, or whose immediate family member was, within the last three years (but is no longer) a partner or employee of a firm that is the Company’s internal or external auditor and personally worked on the Company’s audit within that time;

•A director who is (or was within the last three years), or whose immediate family member is (or was within the last three years), an executive officer of another company where any of the Company’s current executive officers at the same time serve or served on the other company’s compensation committee;

•A director who is (or was within the last three years) an executive officer or greater than 10% equity owner of another company that is indebted to the Company, or to which the Company is indebted, in an amount that exceeds one percent (1%) of the total consolidated assets of the other company; and

•A director who is a current executive officer of a tax exempt organization that, within the last three years, received discretionary contributions from the Company in an amount that, in any single fiscal year, exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues. (Any automatic matching by the Company of employee charitable contributions will not be included in the amount of the Company’s contributions for this purpose.)

Ownership of a significant amount of the Company’s stock, by itself, does not constitute a material relationship. For relationships or amounts not covered by these standards, the determination of whether a material relationship exists shall be made by the other members of the Board who are independent (as defined above).

•Applying the guidelines in 2021. In assessing director independence for 2021, the Board considered relevant transactions, relationships and arrangements, including relationships between Board members and the Company. For details, see “Relationships and transactions considered for director independence” below.

Committee members

All members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee must be independent, as defined by the Company’s Corporate Governance Guidelines. Some committee members must also meet additional standards:

•Additional standards for Audit Committee members. Under a separate Securities and Exchange Commission (“SEC”) independence requirement, Audit Committee members may not accept any consulting, advisory or other fees from the Company, except compensation for Board service, and cannot be an affiliate of the Company.

•Additional standards for Compensation Committee members. In determining that Compensation Committee members are independent, New York Stock Exchange (“NYSE”) rules require the Board to consider their sources of compensation, including any consulting, advisory or other compensation paid by the Company.

The Board has determined that all members of the Audit, Compensation and Nominating and Corporate Governance Committees are independent and also satisfy any Committee-specific independence requirements.

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Relationships and transactions considered for director independence

			Thermo Fisher Transaction & 2021 Magnitude
Director nominee	Organization	Relationship	Purchases from Thermo Fisher Less than the greater of 2% of the other company’s revenue and $1m	Sales to Thermo Fisher Less than the greater of 2% of the other company’s revenue and $1m
Chai	Uber Technologies Inc.	Chief Financial Officer	N/A
Harris	University of Texas	Associate Vice President, Chief Business Officer, and Professor, Department of Internal Medicine		N/A
Jacks(1)	Massachusetts Institute of Technology	Professor and former Founding Director of David H. Koch Institute of Integrative Research		N/A
	Dragonfly Therapeutics, Inc.	Greater than 10% equity owner	û	N/A
Keith	Procter & Gamble	Chief Executive Officer, P&G Beauty, and Executive Sponsor, Corporate Sustainability
Mullen(2)	Editas Medicine, Inc.	Chairman, President and Chief Executive Officer	û	N/A
Spar	Harvard University	Professor

(1)As a result of his relationship with Dragonfly Therapeutics, Inc. (“Dragonfly”), Dr. Jacks is not deemed independent under the Company’s Corporate Governance Guidelines. The Company’s 2021 sales to Dragonfly exceeded 2% of Dragonfly’s 2021 consolidated gross revenues. Dr. Jacks ceased serving as Founding Director of the David H. Koch Institute of Integrative Research in 2021.

(2)As a result of his relationship with Editas Medicine, Inc. (“Editas”), Mr. Mullen is not deemed independent under the Company’s Corporate Governance Guidelines. The Company’s 2021 sales to Editas exceeded 2% of Editas’ 2021 consolidated gross revenues.

Executive sessions

Independent directors meet at least twice a year in an executive session without management and at such other times as may be requested by any independent director. Our Lead Director presides at the meetings of the Company’s independent directors held in executive session without management.

Role of the Board

The 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. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareholders. The Board oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations and proper governance. The Board selects the Chief Executive Officer and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

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Corporate Governance

Key responsibilities of the Board
Oversight of strategy	Oversight of risk	Succession planning
•The Board oversees and monitors strategic planning •Business strategy is a key focus at the Board level and embedded in the work of Board committees •Company management is charged with developing and executing business strategy and provides regular performance updates to the Board	•The Board oversees risk management •Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function •Company management is charged with managing risk, through robust internal processes and effective internal controls	•The Board oversees succession planning and talent development for senior executive positions •The Compensation Committee, which meets regularly and reports back to the Board, has primary responsibility for developing succession plans for the CEO position •The CEO is charged with preparing, and reviewing with the Compensation Committee, talent development plans for senior executives and their potential successors

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 is committed to oversight of the Company’s business strategy and strategic planning, including work embedded in the Board committees, regular Board meetings and a dedicated meeting each year to focus on strategy. This ongoing effort enables the Board to focus on Company performance over the short, intermediate and long term, as well as the quality of operations. In addition to financial and operational performance, non-financial measures are discussed regularly by the Board and Board committees.

While the Board oversees strategic planning, Company management is charged with developing and executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders.

The Board’s oversight and management’s execution of business strategy are viewed with a long-term mindset and a focus on assessing both opportunities for and potential risks to the Company.

Oversight of risk

Inherent in the Board’s responsibilities is an understanding and oversight of the various risks facing the Company. The Board does not view risk in isolation. Risks are considered in virtually every business decision. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk taking is essential for the Company to be competitive on a global basis and to achieve the Company’s long-term strategic objectives. Effective risk oversight is an important priority of the Board. The Board has implemented a risk governance framework designed to:

•understand critical risks in the Company’s business and strategy;

•allocate responsibilities for risk oversight among the full Board and its committees;

•evaluate the Company’s risk management processes and whether they are functioning adequately;

•facilitate open communication between management and directors; and

•foster an appropriate culture of integrity and risk awareness.

The Board’s role in risk oversight is consistent with the Company’s leadership structure, with our management having day-to-day responsibility for assessing and managing our risk exposure and the Board having ultimate responsibility for overseeing risk management with a particular emphasis on the most significant risks facing the Company, including strategic, competitive, economic, operational, financial, regulatory, compliance and reputational risks. Management periodically

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provides risk assessment reports to the Board and regularly provides updates to the Board related to legal and compliance risks and cybersecurity. The Board’s consideration of risk is not limited to discussions during Board and committee meetings. Rather, the Board communicates with senior management individually concerning our most significant risks whenever it deems such communications to be appropriate.

The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to the Board committees for further consideration and evaluation. Generally, each committee has responsibility to identify and address risks that are associated with the purpose of, and responsibilities delegated to, that committee. In performing this function, each committee has full access to management, as well as the ability to engage advisors, and each committee reports back to the full Board. Certain risk topics may be brought to the full Board for consideration where deemed appropriate to ensure broad Board understanding of the nature of the risk. The Board has not established a specific risk committee because the Board believes that the most significant risks the Company faces are most properly directly overseen by the full Board or, in certain cases, the appropriate standing committee which considers the risks within its area of responsibility.

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. In addition, the Compensation Committee regularly discusses recommendations and evaluations from the CEO as to potential successors to fill senior positions. The CEO, together with the Chief Human Resources Officer, provides a regular review to the Compensation Committee assessing 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.

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Corporate Governance

Board committees

Audit Committee

Nelson J. Chai (Chair) Members Ruby R. Chandy Debora L. Spar Dion J. Weisler Meetings in 2021:11 •All members are independent, financially literate. •Messrs. Chai and Weisler qualify as Audit Committee financial experts.

Principal Responsibilities The Audit Committee is responsible for: •assisting the Board in its oversight of the integrity of the Company’s financial statements; •overseeing the Company’s compliance with legal and regulatory requirements; •assessing the independent auditor’s qualifications and independence; •overseeing the performance of the Company’s internal audit function and independent auditors; •discussing with management the Company’s policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Company’s exposure to risk is handled; •discussing with management the Company’s major financial risk exposures and steps management has taken to monitor and control such exposures; •overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and the confidential, anonymous submission by our colleagues of concerns regarding questionable accounting or auditing matters; and •reviewing cybersecurity and other risks relevant to the Company’s information system controls and security. Certain responsibilities of our Audit Committee and its activities during 2021 are described in the Report of the Audit Committee in this proxy statement under the heading “Audit Committee report.” 2021 Highlights •Received updates on calls received on the Company’s whistleblower hotline •Received updates on cybersecurity •Received updates on emerging markets •Received an update on outstanding litigation and environmental matters and reviewed the appropriateness of related accruals •Received updates on disclosures related to our acquisition of PPD, Inc.

Cybersecurity oversight The Board recognizes the importance of maintaining the trust and confidence of our customers and colleagues. To more effectively prevent, detect and respond to information security threats, the Company has a dedicated Chief Information Security Officer whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. Both the Audit Committee and the full Board receive regular reports from the Chief Information Security Officer and the Chief Information Officer on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, assessments of the Company’s security program and the emerging threat landscape.

To learn more about risks facing the Company, you can review the factors included in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”). The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to the Company also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.

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Compensation Committee

Dion J. Weisler (Chair) Members(1) Thomas J. Lynch(2) Jim P. Manzi Scott M. Sperling Meetings in 2021: 7 •All members are independent.

Principal Responsibilities The Compensation Committee is responsible for: •reviewing and approving compensation matters with respect to the Company’s Chief Executive Officer and its other officers; •reviewing and recommending to the Board management succession plans; •administering equity-based plans; •overseeing the process for conducting annual risk assessments of the Company’s compensation policies, programs, and practices; and •producing an annual report on executive compensation. Certain responsibilities of our Compensation Committee and its activities during 2021 are described in this proxy statement under the heading “Compensation discussion and analysis.” The Compensation Committee also biennially reviews our director compensation, and makes recommendations on this topic to the Board as it deems appropriate, as described under the heading “Compensation of directors.” Role of Consultant The Compensation Committee has sole authority to retain and terminate a compensation consultant to assist in the evaluation of director, CEO or senior executive compensation. In 2021, the Committee in its sole discretion retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant. Pearl Meyer does not provide any other services to the Company and the Compensation Committee has determined that Pearl Meyer’s work for the Compensation Committee does not raise any conflict of interest. The consultant compiles information regarding the amounts, components and mix (short-term/ long-term; fixed/variable; cash/equity) of the executive and director compensation programs of the Company and its peer group (see page 43 of this proxy statement for further detail regarding the peer group), analyzes the relative performance of the Company and the peer group with respect to the financial metrics used in the programs, and provides advice to the Compensation Committee regarding the Company’s programs. The consultant also provides information regarding emerging trends and best practices in executive compensation and director compensation and input on the Company’s proxy disclosures. The Committee considers this information when making decisions about compensation levels and design. The consultant retained by the Compensation Committee reports to the Compensation Committee Chair and has direct access to Committee members. The consultant periodically meets with members of the Committee either in person or virtually. In addition, the Committee has access to data from other outside firms, such as market surveys and analyses, to stay informed of developments in the design of compensation packages generally and to understand the executive officer compensation programs of companies with whom we compete for executive talent to ensure our compensation program is in line with current marketplace standards. 2021 Highlights •Reviewed compensation programs to ensure the design supports the talent needs of the Company by attracting the talent needed for both today and in the future •Participated in numerous shareholder engagements •Updated peer group to reflect the Company’s latest size and global operating complexity

(1) Ms. Keith will join the Compensation Committee, effective immediately following the 2022 Annual Meeting.

(2) Mr. Lynch will serve on the Compensation Committee until the 2022 Annual Meeting.

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Corporate Governance

Nominating and Corporate Governance Committee

Lars R. Sørensen (Chair) Members Nelson J. Chai C. Martin Harris R. Alexandra Keith Meetings in 2021: 5 •All members are independent.

Principal Responsibilities The Nominating and Corporate Governance Committee is responsible for: •identifying persons qualified to serve as members of the Board; •recommending to the Board persons to be nominated by the Board for election as directors at the annual meeting of shareholders; •recommending to the Board the directors to be appointed to each of its committees; •overseeing the Company’s corporate responsibility and sustainability efforts and associated risks; •developing and recommending to the Board a set of corporate governance guidelines; and •overseeing the annual self-evaluation of the Board. 2021 and Early 2022 Highlights •Evaluated potential candidates for future election to the Board and nominated Ruby R. Chandy for election •Recommended changes to Board committee composition and Lead Director role •Reviewed the Company’s corporate social responsibility progress, carbon reduction roadmap and key initiatives in depth during two of its meetings •Oversaw the evaluation process for the Board and its committees, which consisted of an in-depth interview of each director by Mr. Sørensen •Received an update on corporate governance trends and best practices •Recommended an amendment to the bylaws to give shareholders the right to call a special meeting

Strategy and Finance Committee

Scott M. Sperling (Chair)(1) Members Marc N. Casper Tyler Jacks James C. Mullen Lars Sørensen Debora L. Spar(1)

Principal Responsibilities The Strategy and Finance Committee is responsible for: •overseeing the development of an annual strategic plan for the Company; •reviewing significant strategic decisions; and •overseeing certain of the Company’s material financial matters, including investments and acquisitions and divestitures that are material to the Company’s business. 2021 Highlights •Approved an increase in the Company’s cash dividend to stockholders •Replenished the share repurchase program •Approved a new revolving credit facility

(1) Mr. Sperling will continue to serve as Chair of the Strategy and Finance Committee until the 2022 Annual Meeting. Dr. Spar will become the Strategy and Finance Committee Chair, effective immediately following the 2022 Annual Meeting.

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Science and Technology Committee

Tyler Jacks (Chair) Members Marc N. Casper C. Martin Harris

Principal Responsibilities The Science and Technology Committee is responsible for: •assisting the Board in staying abreast of new technologies, markets and applications for the Company’s products; •overseeing the Company’s Scientific Advisory Board; and •monitoring and evaluating trends in science and recommending to the Board emerging technologies for building the Company’s technological strength. 2021 Highlights •Reviewed the composition of the Scientific Advisory Board •Reviewed topics covered by the Scientific Advisory Board •Received an update on the Company Bioethics Committee and key subject areas covered by it

Board practices, policies and processes

Annual evaluation process

Each year, our Board conducts a comprehensive self-evaluation in order to assess its own effectiveness and Board dynamics, and identify areas for enhancement. Our Board’s annual self-evaluation also is a key component of its director nomination process and succession planning.

The Nominating and Corporate Governance Committee (the “N&CG Committee”) reviews and determines the overall process, scope, and content of our Board’s annual self-evaluation process. Each of our Nominating and Corporate Governance, Compensation and Audit Committees also conducts a separate self-evaluation process 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 is included below.

Evaluation survey Form is sent by the N&CG Committee Chair to each board member to request feedback on various topics One-on-one director discussions Individual calls with the N&CG Committee Chair held with each director to obtain candid feedback Group discussion Discussion of evaluation led by the N&CG Committee Chair and summary of assessment is provided to Board Feedback communicated and acted upon Feedback is provided to management by the N&CG Committee Chair on areas for improvement and changes are implemented

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Topics covered during the board self-evaluation

In 2021, the Board self-evaluation included a comprehensive assessment of the following topics, among others:

Board composition, performance, and materials		•Board and committee composition and performance, including mix of skills, experience, tenure, and background •Identification of knowledge, background, and skill-sets that would be useful additions to the Board •Board refreshment and succession planning •Board materials and management reporting, including the quality of materials and Board member interactions with management
Structure and effectiveness		•Board and committee leadership, responsibilities, and effectiveness •Committee structure and functioning, responsibilities, communication, and reporting from committees to the Board •Effectiveness of meeting structure •Board’s ability to operate and conduct its business successfully and efficiently via virtual meetings
Board responsibilities		•Knowledge of the Company •Strategic planning, including the process, format, and materials for the Board’s strategy review sessions •Talent management and succession planning for the CEO and other senior management, including diversity and inclusion •Candor of communications with the CEO

Director attendance

The Board met 6 times during 2021. During 2021, 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. Members of the Board are expected to attend the annual meeting of shareholders. Last year, all of the then-serving directors attended the 2021 Annual Meeting of Shareholders.

Director orientation

We provide our new directors with comprehensive orientation to familiarize them with our business and strategic plans, significant financial, accounting and risk management issues, 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 committee/s on which they will serve.

Corporate governance guidelines

The Board has adopted Corporate Governance Guidelines to assist the Board in exercising its duties and to best serve the interests of the Company and its shareholders. In addition, the Company has adopted a Code of Business Conduct and Ethics that encompasses the requirements of the rules and regulations of the SEC for a “code of ethics” applicable to principal executive officers, principal financial officers, principal accounting officers or controllers, or persons performing similar functions. The Code of Business Conduct and Ethics applies to all of the Company’s officers, directors and employees. The Company intends to satisfy SEC and NYSE disclosure requirements regarding amendments to, or waivers of, the Code of Business Conduct and Ethics by posting such information on the Company’s website. We may also use our website to make certain disclosures required by the rules of the NYSE, including the following:

•the identity of the presiding director at meetings of non-management or independent directors;

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•the method for interested parties to communicate directly with the presiding director or with non-management or independent directors as a group;

•the identity of any member of the Company’s Audit Committee who also serves on the Audit Committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on the Company’s Audit Committee; and

•contributions by the Company to a tax exempt organization in which any non-management or independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues.

We have long believed that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our shareholders. We periodically review our corporate governance policies and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies. As a result, we have adopted policies and procedures that we believe are in the best interests of the Company and our shareholders. In particular, we have adopted the following policies and procedures:

•Proxy Access. Our bylaws provide for proxy access, which permits a shareholder, or a group of up to 20 shareholders, owning 3% or more of Thermo Fisher’s outstanding common stock continuously for at least three years, to nominate and include in our proxy materials qualifying director nominees constituting up to the greater of (i) 20% of the number of directors currently serving or (ii) two nominees.

•Declassified Board of Directors. Our bylaws provide that all of our directors will stand for election for a term expiring at the next annual meeting of shareholders.

•Majority Voting for Election of Directors. Our bylaws provide for a majority voting standard in uncontested director elections, so a nominee is elected to the Board if the votes “for” that director exceed the votes “against” (with abstentions and broker non-votes not counted as for or against the election). If a nominee does not receive more “for” votes than “against” votes, the director must offer his or her resignation, which the Board would then determine whether to accept and publicly disclose that determination.

•No Hedging or Pledging Policy. We prohibit all hedging and pledging transactions involving Company securities by our directors and officers.

•Special Meeting Right. Our bylaws provide our shareholders with the right to call a special meeting.

You can access the current charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics at www.thermofisher.com or by writing to:

Investor Relations Department

Thermo Fisher Scientific Inc.

168 Third Avenue

Waltham, MA 02451

Phone: 781-622-1111

Email: investorrelations@thermofisher.com

Related person transactions

Review, approval or ratification of transactions with related persons

Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which the Company is a participant and one of our executive officers, directors, director nominees or 5% shareholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our General Counsel. The policy calls for the proposed related person transaction to be directed to, for review by, one of the Audit, Nominating and Corporate Governance or Compensation Committees, as designated by the General Counsel. The reporting, review and approval will occur prior to entry into the transaction. If the General Counsel becomes aware of a transaction that has not been previously reviewed under the policy, the committee will review, and, in its discretion, may ratify the related person transaction. A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

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•the related person’s interest in the related person transaction;

•the approximate dollar value of the amount involved in the related person transaction;

•the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•whether the transaction was undertaken in the ordinary course of our business;

•whether the terms of the transaction are no less favorable to the Company than terms that could have been reached with an unrelated third party;

•the purpose of, and the potential benefits to the Company of, the transaction; and

•any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the Company’s and its shareholders’ best interests. The committee may impose any conditions on the related person transaction that it deems appropriate.

The policy exempts from the definition of related person transactions those transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, as well as the following: interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $1 million dollars or 2% of the annual consolidated gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2% of the Company’s annual consolidated gross revenues.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the Compensation Committee in the manner specified in its charter.

Compensation of directors

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 Chief Executive Officer 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 Committee reviews the total compensation of our non-employee directors and each element of our director compensation program biennially. At the Committee’s direction, 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.

Cash compensation

Each non-management director (except our Lead Director) receives an annual retainer of $125,000. Mr. Casper, as an employee of the Company, receives no additional compensation from the Company for service as a director or committee member. The chairpersons of each of the Audit, Compensation, Nominating and Corporate Governance, Strategy and Finance, and Science and Technology Committees of the Board receive additional compensation for their services in those positions. In May 2021, the Board approved an increase to the annual retainers for the chairperson of the Compensation Committee in the amount of $10,000, and for the chairpersons of the Nominating and Corporate Governance, Strategy and Finance, and Science and Technology Committees in the amount of $5,000. After giving effect to these increases, the

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chairperson of each of the Audit and Compensation Committees receives an additional annual retainer of $25,000, and the chairperson of each of the Nominating and Corporate Governance, Strategy and Finance, and Science and Technology Committees receives an additional annual retainer of $20,000.

Our Lead Director receives an annual retainer of $165,000. Payment of the annual retainer is made quarterly. Directors are reimbursed for out-of-pocket expenses incurred in attending Board and committee meetings.

Deferred compensation plan for directors

The Company maintains a deferred compensation plan for its non-management 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. Amounts deferred under the Directors Deferred Compensation Plan are valued at the end of each quarter as units of Common Stock and, when payable under the plan, may only be paid in shares of Common Stock. Additional credits are made to a participant’s account for cash and stock dividends that he or she would have received had the participant been the owner of such Common Stock on the record dates for payment of such dividends. The Common Stock and cash credited to a participant’s account are paid to the participant 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. The participant does not have any actual ownership of the Common Stock until the Common Stock is distributed to the participant. As of December 31, 2021, a total of 276,354 shares of Common Stock were available for issuance under the Directors Deferred Compensation Plan, of which deferred units equal to 19,042 shares of Common Stock were accumulated.

Fisher Scientific International Inc. retirement plan for non-employee directors

Fisher Scientific International Inc. (“Fisher”) maintained a Retirement Plan for non-employee directors, pursuant to which a director who retired from the board of directors with at least five years of service is 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.

Stock-based compensation

Annual equity grants to non-management directors are made upon the recommendation of the Compensation Committee. In May 2021 each non-management director on the Board at that time received a grant valued at $200,144 consisting of 438 time-based restricted stock units of the Company, which vest on the earlier of the anniversary of the grant date or the Company’s next annual meeting of shareholders.

Matching charitable donation program

The Company has a matching charitable donation program for independent directors (“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.

Stock ownership policy for directors

The Compensation Committee has established a stock ownership policy that directors of the Company hold shares of Common Stock equal in value to five times (5x) the annual cash retainer for directors. Directors have until five 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 director retainers will be counted towards this target, as will time-based restricted stock units. All of our directors are either currently in compliance or intend to be in compliance with this policy within the applicable time limit.

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Director summary compensation table

The following table sets forth a summary of the compensation of the Company’s non-employee directors who served in 2021:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)	Option Awards ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)(2)		Total ($)
Nelson J. Chai	$150,000		$200,144	—	—	$490		$350,634
C. Martin Harris	$125,000		$200,144	—	—	$490		$325,634
Tyler Jacks	$143,132		$200,144	—	—	$490		$343,766
R. Alexandra Keith	$125,000	(3)	$200,144	—	—	$472	(4)	$325,616
Judy C. Lewent(5)	$52,308		$—	—	—	$919	(6)	$53,227
Thomas J. Lynch	$165,000		$200,144	—	—	$15,490	(7)	$380,634
Jim P. Manzi	$125,000		$200,144	—	—	$15,490	(7)	$340,634
James C. Mullen	$125,000		$200,144	—	—	$490		$325,634
Lars R. Sørensen	$143,132		$200,144	—	—	$490		$343,766
Debora L. Spar	$125,000		$200,144	—	—	$5,490	(8)	$330,634
Scott M. Sperling(9)	$137,527	(10)	$200,144	—	—	$32,245	(11)	$369,916
Dion J. Weisler	$146,264		$200,144	—	—	$2,340	(12)	$348,748

(1)These amounts represent the aggregate grant date fair value of stock awards granted to directors in 2021, calculated in accordance with the Company’s financial reporting practices. For information on the valuation assumptions with respect to these awards, refer to note 6 of the Thermo Fisher financial statements in the Form 10-K for the year ended December 31, 2021, as filed with the SEC. These amounts do not represent the actual amounts paid to or realized by the directors for these awards during 2021. In May 2021, each non-management director on the Board at that time received a grant of 438 restricted stock units, having a grant date fair value of $200,144, all of which is included in the “stock awards” column.

No stock option awards were granted to any of our non-employee directors during their respective service periods in 2021 and no stock option awards were outstanding as of December 31, 2021.

(2)These amounts include $490 of dividends accrued in the form of dividend equivalents on restricted stock units held by each non-employee director, except for Ms. Keith, for whom the amount is $342 and Ms. Lewent, for whom the amount is $149.

(3)Represents compensation deferred and issued as 231 deferred stock units pursuant to the Directors Deferred Compensation Plan.

(4)Includes $130 of Company dividends accrued in the form of dividend equivalents in 2021 on deferred stock units held in the Directors Deferred Compensation Plan.

(5)Ms. Lewent retired from the Board on May 19, 2021.

(6)Includes $770 of Company dividends accrued in the form of dividend equivalents in 2021 on deferred stock units held in the Directors Deferred Compensation Plan.

(7)Includes matching Company contributions of $15,000 under the Matching Charitable Donation Program for Directors. (See “Compensation of directors - Matching charitable donation program” on page 31.)

(8)Includes matching Company contributions of $5,000 under the Matching Charitable Donation Program for Directors. (See “Compensation of directors - Matching charitable donation program” on page 31.)

(9)Does not include amounts paid to Mr. Sperling under the Fisher Retirement Plan for Non-Employee Directors because such amounts relate solely to Mr. Sperling’s service as a director of Fisher prior to the Fisher Merger.

(10)Represents compensation deferred and issued as 252 deferred stock units pursuant to the Directors Deferred Compensation Plan.

(11)Includes matching Company contributions of $15,000 under the Matching Charitable Donation Program for Directors and $16,755 of Company dividends accrued in the form of dividend equivalents in 2021 on deferred stock units held in the Directors Deferred Compensation Plan. (See “Compensation of directors - Matching charitable donation program” on page 31.)

(12)Includes $1,850 of Company dividends accrued in the form of dividend equivalents in 2021 on deferred stock units held in the Directors Deferred Compensation Plan.

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Sustainability

At Thermo Fisher, everything we do begins with our Mission - to enable our customers to make the world healthier, cleaner and safer. Our products, technologies and services benefit the environment and society globally, but creating a better world starts with the way we run our business. We take deliberate actions to address sustainability issues today in order to strengthen our business for tomorrow’s customers, colleagues and communities.

Corporate social responsibility

Our approach to Corporate Social Responsibility (“CSR”) is designed to enable a sustainable future for all stakeholders. We are committed to doing business the right way, and we focus our CSR approach on four key pillars that are aligned with our business model, strategy and values: Operations, Colleagues, Communities, and Environment.

Strategy and governance

Our CSR strategy is informed by robust stakeholder engagement and is actively refreshed to identify value creation opportunities and minimize risk. Board-level governance of CSR is held within our Nominating and Corporate Governance Committee, which oversees the Company’s responsibility, sustainability, and governance efforts and reports to the Board as appropriate. Our Company leadership team ensures that corporate social responsibility principles are engrained in our operating practices.

In 2021, we published a sustainable financing framework and issued our first sustainability bond, which will guide the financing of innovations fundamental to our business and the delivery of clear societal and environmental benefits. Strategic investments in technology, products, people and planet help to ensure sustainable growth and enable us to deliver long-term value and strong returns for our shareholders.

Operations

At Thermo Fisher, integrity is fundamental to all aspects of our business. We take measures to ensure strong global citizenship practices both internally and across our stakeholder relationships. We are committed to conducting our business ethically and in full compliance with our internal systems and the laws of the countries where we operate. And we do so with rigor around governance and ethics; quality management; environmental, health and safety regulations; and supply chain transparency.
		$2 billion spend with diverse and/or small suppliers

We also leverage our Practical Process Improvement (“PPI”) Business System – our operational discipline – which focuses on improving processes, solving challenges and reducing inefficiencies. The PPI Business System is a key element for how we work smarter. It engages our colleagues to continuously improve productivity and the quality of our products and services, and, ultimately, to build customer allegiance.

Transparency

In line with our commitment to operational integrity, our annual CSR progress is aligned with leading reporting standards, and reflects our support for the United Nations (“UN”) Global Compact’s ten principles on human rights, labor, environment, and anti-corruption. In 2021, we expanded the scope of our CSR reporting by sharing the results of our materiality assessment, disclosing new metrics, voluntarily publishing our EEO-1 diversity data, and aligning to the following standards and frameworks: Global Reporting Initiative (“GRI”) Standards, UN Sustainable Development Goals (“SDGs”), Sustainability

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Accounting Standards Board (“SASB”), CDP (formerly Carbon Disclosure Project), and Task Force on Climate-Related Financial Disclosures (“TCFD”). To learn more, please download our latest CSR Report at www.thermofisher.com/CSR.

Colleagues

At Thermo Fisher, having highly engaged colleagues is critical to fulfilling our Mission. Our collaborative culture embraces diverse backgrounds to help our colleagues reach their full potential as one global team. We value unique perspectives, empower our colleagues to improve our business and culture, and provide resources to allow our colleagues to reach their full potential. The employee experience is measured through our annual Employee Involvement Survey (“EIS”), which asks colleagues to provide feedback.

86% participation in EIS

Diversity and inclusion

Our commitment to diversity and inclusion (“D&I”) is engrained in our award-winning culture, and vital to the future success of our organization. It’s not just something we do, it’s who we are. Fostering a culture that values D&I, we consider gender and ethnic diversity as well as diversity of backgrounds, experiences and viewpoints. We collectively strive to create an inclusive culture where our colleagues feel they belong and are empowered to contribute, collaborate and innovate. When individual differences are welcomed and supported, we unlock the true value of diversity.

Our D&I strategy is embedded in every stage of the colleague experience – from recruiting and hiring to training, development and long-term career planning. We track the progress of our D&I objectives through a core set of metrics that are reviewed during routine business operating mechanisms and shared each month with leaders across the Company. This enables frequent, meaningful, data-driven discussions across our businesses and functions, and ensures we consistently prioritize areas where we have opportunities to improve. An extension of our commitment to accountability, we also enable our shareholders and other stakeholders to track our progress. In 2021, we began voluntarily disclosing additional global diversity and talent metrics as well as our U.S. EEO-1 information.

Talent development

Talent is the differentiator for a successful future. We want all colleagues to achieve their goals and career aspirations, and we see it as our responsibility to invest in their potential. By joining the world leader in serving science, our colleagues have a variety of opportunities to have an impact, chart meaningful career paths, take on stretch assignments and broadly expand their experiences to grow with us.

Leveraging decades of talent management success, we are committed to attracting, developing, retaining, and harnessing the abilities of our talented colleagues, enhancing their skills and knowledge to achieve current and future business objectives. We have defined a standard set of competencies for all Thermo Fisher colleagues to support their holistic development. Our competencies reflect our 4i Values and are integrated into each stage of the Company’s talent management lifecycle, so colleagues understand how to grow within the Company and our people leaders have a consistent framework for developing and managing talent.

To support this, we have instituted a range of tools, technologies and programs. Formal and self-paced training, networking opportunities, on-the-job development, strategic and data-driven talent management, coaching and mentoring accommodate diverse learning and work styles. Our leadership development and executive training also provides tailored offerings, including for critical development pipelines. The result is more personalized and inclusive learning experiences that build strong internal and external pipelines of talent.

Communities

At Thermo Fisher, we believe in strengthening the local communities where our colleagues live and work. Making a positive impact on society is central to the way we do business and is reflected in our enterprise-level goals.

We continue our efforts to advance racial equity and social justice. In 2021 we made a $25 million impact investment with minority-serving financial institutions that focus on Black communities and businesses. Supporting institutions that provide a bridge to empowering the historically disenfranchised, this investment is part of the Company’s broader commitment to addressing inequalities and strengthening communities through our business practices.
		$25 million impact investment to advance racial equity

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STEM education

		As an industry leader, we are committed to helping young people discover science, ensuring a continued interest in science, technology, engineering and mathematics (“STEM”) subjects for future generations. Our signature STEM education programs connect students and colleagues through hands-on and team-based activities that highlight our technologies, foster curiosity in STEM careers and demonstrate how our Company influences the world. To amplify our STEM impact, we continue to invest in and leverage our Foundation for Science, partnering with organizations that enable us to support and engage with groups underrepresented in STEM fields. As the world leader in serving science, one of our greatest opportunities is to help build a life sciences sector that more fully represents our diverse society.
	100,000+ STEM students impacted

Global health equity

Our Company is also uniquely positioned to play a role in advancing global health equity. Joining forces with customers and communities, we leverage our capabilities to help remove obstacles to healthcare in line with our Mission and our commitment to serving science and society. With harmonized and equitable pricing, we have supported over 100 low- and middle-income countries and global health partners that otherwise lacked access to affordable diagnostic testing at scale.
		100+ low- and middle-income countries supported through our COVID-19 response

Additionally, through our Foundation for Science, we provided philanthropic and in-kind product support to trusted non-profit partners and non-governmental organizations operating in Africa and the Asia-Pacific region, including a significant $10 million response to the April COVID-19 surge in India. In the U.S., the Just Project is our health equity initiative supporting historically Black colleges and universities. With more than $30 million in donated COVID-19 testing and lab infrastructure, this program serves students and school communities disproportionately impacted by the pandemic.

Involvement

Our strategy for community involvement relies on engagement at the local level where we can have the most meaningful impact with our non-profit partners. We foster volunteer-led Community Action Councils at our sites around the world, resourcing our colleagues so they may directly connect with their local communities to provide rewarding volunteer and philanthropic support. In 2021, active colleague volunteerism included a mix of in-person and virtual engagements continuing our tradition of giving back and making a difference for over 4,000 non-profit organizations worldwide.

Additionally, through our Employee Matching Gift Program, colleagues can double their impact through direct donations, group fundraisers, or participation in disaster relief campaigns. This program raised $5.1 million for charities most important to our colleagues. Additionally, the Company awarded $1.1 million in scholarships that benefited over 262 students.

107,000+ colleague volunteer hours contributed through engagement with our communities worldwide

Environment

At Thermo Fisher, our commitment to society and operating with integrity has long included a focus on environmental stewardship. While continually seeking new ways to innovate for our customers, we believe we have a responsibility to actively reduce our impact on the planet. We leverage our culture of continuous improvement, and pursue new opportunities to strengthen and accelerate our progress. Our approach extends beyond addressing just our direct impact on the environment and includes the development of partnerships and innovative solutions that enable our customers to meet their own sustainability goals.

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Climate

To better serve our customers and society overall, we continue to work toward reducing our carbon footprint. This includes making our facilities more energy efficient, increasing the use of renewable electricity and reducing waste in our operations.
		By 2050, Net-zero emissions across Scopes 1, 2, & 3

In 2021, we made a commitment to achieve net-zero emissions by 2050. This long-term goal is inclusive of our Scope 3 value chain emissions and supports the Paris Agreement on climate change. In the meantime, we continue to progress toward our 2030 target to reduce Scope 1 and Scope 2 greenhouse gas emissions by 30% from 2018 levels. The expertise and empowerment of our colleagues - together with our PPI Business System - are key to our success in protecting the environment, driving innovation, and achieving our goals.

Responsible products

Every day, we enable our customers to make the world healthier, cleaner and safer. From product ideation to product end of life, we accelerate their discovery while innovating to provide solutions and product alternatives that are less hazardous, more energy efficient, create less waste or use sustainable packaging and shipping materials. Environmental stewardship is a force for innovation, and we regularly assess our new and existing product lines to identify more sustainable sourcing and production options. To support the customer purchasing process, we continue to expand our eco-labeling programs which transparently display the environmental impact of a product enabling customers to make informed decisions. We continually seek new ways to provide our customers with the means to achieve greater sustainability.

Public policy engagement and political participation

Engaging in public policy

We operate in a highly regulated and competitive industry. It is fundamental to our business, our colleagues, our customers, our communities and our shareholders that we engage globally on public policy issues that may affect our ability to meet customers’ needs, recruit and retain the best talent and enhance value for all our stakeholders. These issues include funding biomedical research; supporting healthcare and diagnostics innovation; protecting our competitiveness and global markets; ensuring patient access to care and therapies; tackling climate change; and supplying government regulators with the most advanced tools for keeping citizens safe. We regularly work with governments to create and maintain an environment where innovation is a priority, our customers are well supported and governments function and do not inhibit growth.

Thermo Fisher is also a member of several broad-based industry and trade groups, including the Business Roundtable, the National Association of Manufacturers, MedTech Europe, the U.S.-China Business Council, various American chambers of commerce globally, several state biotech trade associations, United for Medical Research, the Personalized Medicine Coalition, the Alliance for Regenerative Medicine, the Health Industry Distributors Association and the Institute of Clean Air Companies. These organizations, along with the others to which we belong, represent both our industry and the business community at large to bring about consensus on policy issues that can impact our business. Our support of these organizations is evaluated annually by the Company’s government relations leaders as we assess these organizations’ policy expertise and advocacy on Thermo Fisher’s issues. In addition to their positions on specific policy issues that relate to Thermo Fisher’s interests, these organizations may engage on a broad range of other issues that extend beyond the scope of issues of primary importance to Thermo Fisher. If concerns arise about a particular issue, we are able to voice our concerns, as appropriate, through our colleagues who serve on the boards and committees of these organizations. Thermo Fisher’s participation as a member of these organizations comes with the understanding that we may not always agree with the positions of the organization and/or its members.

Corporate political contributions

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. 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.

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Corporate Governance

Policies and procedures for approval and oversight of corporate and PAC political expenditures

The Thermo Fisher Scientific Political Action Committee (“PAC”) is a non-partisan employee-funded organization that provides opportunities for a legally-restricted group of employees to participate in the American political process. All corporate and PAC political spending decisions undergo a rigorous review process conducted by the Company’s Vice President, Global Government Relations & Public Affairs, the General Counsel, the Senior Vice President, Strategy and Corporate Development, and the Vice President and Chief Communications Officer. These executives ensure that contributions promote the interests of the Company and are not based on the political preferences or views of any individual colleague within Thermo Fisher.

The PAC looks for candidates who demonstrate integrity and intensity, support innovation and understand Thermo Fisher’s involvement in the policymaking process. The PAC considers factors including candidates’ views on issues relevant to our Company and Mission, committee assignments and the presence of Thermo Fisher colleagues in their districts.

Disclosure of lobbying activity

The Company’s government relations leaders are responsible for the Company’s global government relationships. All colleague communications with government and regulatory officials are governed by Thermo Fisher’s internal policies and procedures, which include guidelines published in our Code of Business Conduct and Ethics.

We file quarterly reports on our U.S. federal lobbying activity in compliance with the Lobbying Disclosure Act, the Honest Leadership and Open Government Act of 2007 and the Justice Against Corruption on KStreet Act of 2018. In addition to our federal lobbying activity, the amount we report also includes the amount spent on federal lobbying activity by trade associations of which Thermo Fisher is a member. These reports are available to the public at www.senate.gov under “Public Disclosure.”

With regard to Thermo Fisher’s state, municipal and international lobbying activity, we comply with local laws, registration and reporting requirements and other rules where we are active.

2022 Proxy Statement 37

Corporate Governance

Shareholder engagement

We are committed to an active and robust shareholder engagement program. We believe that understanding the perspectives of our shareholders is a key component of good corporate governance. The goals of our shareholder engagement program include:

•Providing visibility and transparency into our business, our financial and operational performance and our strategy;

•Determining which issues are important to our shareholders and sharing our views on those issues; and

•Discussing and seeking feedback on our business and our executive compensation and corporate governance policies and practices, and our sustainability initiatives.

We approach shareholder engagement as an integrated, year-round process involving our investor relations team, senior management and a member of the Board as appropriate and/or requested. This includes participation in investor conferences and other formal events and one-on-one meetings and conference calls throughout the year.

Throughout 2021 and into 2022 we engaged with shareholders representing over 50% of our outstanding shares to solicit their feedback on our business and financial performance, governance and executive compensation programs, and environmental and social matters. Members of our investor relations team and senior management participated in each discussion, with certain engagements including a member of our Board.

Communications from shareholders and other interested parties

The Company has a process in place for shareholders and other interested parties to send communications to the Board or any individual director or groups of directors, including the Chairman of the Board and the independent directors. 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 or such individual director or group of directors care of the Company’s Corporate Secretary, Thermo Fisher Scientific Inc., 168 Third Avenue, Waltham, Massachusetts 02451. The Corporate Secretary will relay all such communications to the Board, or individual director or group of directors, as the case may be.

Key topics discussed with shareholders

In the engagements with our shareholders during 2021 and early 2022, we gained valuable feedback on several issues and topics of mutual interest, including those listed below.

What We Learned from our Meetings with Shareholders

•Shareholders appreciated being engaged on governance in general and specifically on executive compensation policies and design, corporate governance issues and environmental and social issues.

•A strong majority of the institutional shareholders we spoke with expressed support for our executive compensation program and generally commented that they viewed it as aligned with performance and shareholder interests.

•Some stakeholders preferred we use a three-year performance metric in our long term incentive program, instead of the one-year performance metric we utilize, and have used in prior years.

•Shareholders understand our Mission and the role that our ESG practices play in that. They acknowledged our strong ESG practices.

•Shareholders were seeking additional information on our plans to increase diversity on our Board of Directors and on the organization’s diversity and inclusion initiatives overall.

•In order to increase transparency, some shareholders encouraged us to begin publishing our EEO-1 report, which includes a breakdown of the racial and gender diversity of our workforce.

•Some shareholders requested that we adopt a special meeting right for shareholders.

38 2022 Proxy Statement

Corporate Governance

Governance and Compensation Enhancements Informed by Shareholder Input

Our Board evaluates and reviews input from our shareholders in considering their independent oversight of management and our long-term strategy. As part of our commitment to constructive engagement with investors, we evaluate and respond to the views voiced by our shareholders. Our dialogue has led to enhancements in our corporate governance, ESG, and executive compensation activities, which our Board believes are in the best interest of the Company and our shareholders. For example, after considering input from shareholders and other stakeholders, we:

•Continued to enhance our shareholder engagement efforts to include a greater number of discussions regarding corporate governance, executive compensation and environmental and social issues, by increasing the number and frequency of meetings among management from our investor relations, governance and compensation and corporate social responsibility teams and shareholders to gather feedback on the Company’s ESG efforts.

•Elected Ruby R. Chandy to our Board of Directors.

•Amended our Bylaws to allow shareholders holding 15% of our outstanding shares of Common Stock with the right to call a special meeting.

•Beginning with our 2021 equity grants, included a 3-year performance period in our performance RSU program, in the form of a TSR modifier.

•In 2021, following our report submission to the U.S. Equal Employment Opportunity Commission, we disclosed our EEO-1 report on our website to provide additional transparency to our U.S. workforce demographics, and we plan to continue to do so on an annual basis.

•In early 2022, updated the mix of long-term incentive awards to increase the percentage of performance-based restricted stock unit awards to focus our executives on the long-term performance of the Company and further align their interests with the interests of shareholders.

•In early 2022, we also revised our equity award program so that new stock option awards have a term of 8 years rather than our prior practice of 7 years.

2022 Proxy Statement 39

Executive compensation

	Proposal 2
	Approval of an advisory vote on executive compensation
	Your board of directors recommends a vote FOR approving the compensation of our Named Executive Officers.

Every year, we provide our shareholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our Named Executive Officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal is required by Section 14A of the Exchange Act.

Our “Compensation Discussion and Analysis,” starting below, describes in detail our executive compensation programs and the decisions made by the Compensation Committee with respect to the year ended December 31, 2021.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote does not overrule any decision by, create or imply any change to the fiduciary duties of, or create or imply any additional fiduciary duties for the Company or the Board of Directors (or any committee thereof). 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 Named Executive Officers.

At the Company’s 2021 Annual Meeting of Shareholders, our shareholders approved our say-on-pay with an 83% favorable advisory vote. Following the 2021 Annual Meeting our investor relations team, with participation from our CEO, CFO and a member of our Board in certain engagements, met with shareholders representing over 50% of our outstanding shares to ensure that we heard firsthand their perspectives and any concerns specifically related to our executive compensation programs. We value our shareholders’ input, and our goal is to continue to receive strong support for our compensation programs.

Our shareholders appreciated being engaged on the topic, and these meetings reinforced their support of our compensation programs. The meetings also served to consider perspectives on our executive compensation and corporate governance programs to better align certain aspects of those programs with our shareholders’ interests. Page 38 of this proxy statement provides detailed information on our shareholder engagement program, what we learned from our 2021 and early 2022 meetings with shareholders, and changes we made to our governance and compensation programs based on shareholder input.

Looking to the future, the Company is committed to maintaining ongoing communication with our major shareholders specifically focused on executive compensation, to ensure we continue to remain fully aware of shareholder expectations.

The Board recommends that shareholders vote in favor of the following resolution:

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

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Executive Compensation

Compensation discussion and analysis

Executive overview

The Compensation Discussion and Analysis describes our executive compensation program and reviews compensation decisions for our Named Executive Officers, which are our CEO, CFO and three other most highly compensated executive officers for 2021.

The compensation of our Named Executive Officers with respect to 2021 is explained in the following sections and the Summary Compensation Table that follows.

Named executive officers

Our NEOs are as follows:

Named Executive Officer	Title	Date of Appointment to Current Role	Tenure
Marc N. Casper	Chairman, President and Chief Executive Officer	October 2009	20 years
Stephen Williamson	Senior Vice President and Chief Financial Officer	August 2015	20 years
Mark P. Stevenson (1)	Former Executive Vice President and Chief Operating Officer	January 2022	30 years
Michel Lagarde (2)	Executive Vice President and Chief Operating Officer	January 2022	6 years
Gianluca Pettiti (3)	Executive Vice President	December 2021	16 years

(1) Mr. Stevenson served as Executive Vice President and Chief Operating Officer throughout 2021. Effective as of January 1, 2022, in connection with his planned retirement, Mr. Stevenson was appointed to the role of Retiring Executive Vice President and Chief Operating Officer. Following his retirement as an employee on March 18, 2022, Mr. Stevenson is providing ongoing services to the Company pursuant to a consulting agreement.

(2) Effective as of January 1, 2022, Mr. Lagarde was appointed to the role of Executive Vice President and Chief Operating Officer. Mr. Lagarde previously served as Executive Vice President.

(3) Effective as of December 27, 2021, Mr. Pettiti was appointed to the role of Executive Vice President. Mr. Pettiti previously served as Senior Vice President and President of the Company’s Specialty Diagnostics business.

Program overview

•Core elements of compensation comprise base salary, annual cash incentive and long-term incentives delivered in the form of time-based and performance-based restricted stock units and stock options.

•Performance measures include organic revenue growth, adjusted net income, adjusted EPS, free cash flow and other drivers of shareholder value creation of strategic significance.

Compensation philosophy and objectives

The primary objectives of our executive compensation program are to:

•attract and retain the best possible executive talent;

•promote the achievement of key strategic and financial performance;

•motivate long-term value creation; and

•align executive officers’ interests with those of our shareholders.

We achieve these objectives through the design of our programs, including:

•competitive positioning of pay versus our peers;

•delivery of a significant portion of pay in the form of variable, at-risk compensation;

•alignment of performance measures with our strategy;

•use of a combination of vehicles that collectively promote the achievement of business results, retention and sustainable long-term value creation; and

•use of stock ownership guidelines, a clawback policy, a stock holding requirement for our CEO, and other risk mitigation tools.

2022 Proxy Statement 41

Executive Compensation

2021 and early 2022 compensation efforts to reward colleagues

The Company has invested over $1 billion in our colleagues, excluding our NEOs, officers and other senior leaders, in recognition of the critical role that they played in meeting our customer and financial commitments during these extraordinary times. In 2021, these actions included awarding special “Pandemic Response Recognition Payments” based on a percentage of base pay in March, July, and October, and granting a stock option award to colleagues at certain organizational levels. In recognition of their extraordinary contributions to the Company’s continued delivery of exceptional performance, in March 2022 we also made a one-time payment equivalent to two weeks of base pay to our colleagues globally.

Executive compensation decision-making process

Compensation oversight

The Compensation Committee (“Committee”), chaired by Dion J. Weisler and comprised of four independent directors, is responsible for discharging the Board’s responsibilities relating to compensation of our executive officers, including the Chief Executive Officer.

The Committee has overall responsibility for approving and evaluating all of our compensation plans, policies and programs as they affect our executive officers. This includes reviewing and approving the compensation of the Named Executive Officers, approving performance goals, reviewing the achievement of performance goals at year end, stock plan administration and management succession.

Additionally, the Committee strongly supported the recognition awards made to our colleagues worldwide, who were critical to the Company’s success as we navigated the pandemic.

Key duties and activities

The Compensation Committee undertakes a number of activities each year. The primary areas of focus are discussed in more detail below.

Q1 •Review of executive bonus pool •Review Company and NEO performance and approve year-end compensation (annual bonus and equity programs) •Approve annual equity incentive program performance metric selection for current year •Approve officer cash compensation (base salary) and target bonus for current year •Proxy statement review •Conduct annual risk assessment on our global compensation programs and policies		Q2 •Review proxy advisory firms’ analyses of current proxy statement •Discuss investor outreach regarding executive compensation •Propose director equity grants for current year
Q4 •Committee self-evaluation •Committee charter review •Equity program and pool review •Consider shareholder feedback from outreach discussions		Q3 •Management talent and succession plan review and discussion •Confirmation of compensation peer group •Engagement of independent compensation consultant •Review results of executive competitive assessment •Confirmation of executive compensation philosophy/review of potential changes

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Executive Compensation

Annual compensation review

Typically, during the first quarter of each calendar year, the Compensation Committee conducts an annual compensation review. As part of this review, the Committee reviews information provided by Pearl Meyer and recommendations presented by the Chief Executive Officer with respect to annual salary increases, bonuses and annual equity awards for the other executive officers.

In reaching decisions, the Committee applies its judgment to determine and set the appropriate mix and level of compensation for the executive officers. A range of perspectives is taken into account, including the peer group information provided by Pearl Meyer, Company and business unit performance, individual performance, prevailing market trends, feedback from shareholders and the views of both the Chief Executive Officer and the other non-employee directors of the Board. The Committee will then approve any changes to base salary, bonus opportunities, and equity grant sizes and mix. As a final step, the Committee considers each element of pay in isolation and collectively, to ensure that in combination the overall total compensation is aligned with the Company’s compensation philosophy.

For 2021, the Committee concluded that all elements of compensation – both in isolation and in combination – were aligned to our strategic market positioning. The Committee will continue to review this on an annual basis to ensure compensation remains market competitive and aligned with the Company’s compensation philosophy.

Target setting

We set rigorous annual goals based on Company and industry outlooks for the year, historical and projected growth rates for the Company and its peers, and performance expectations from analysts. The annual incentive plan is aligned with the Company’s annual operating plan and is designed so that target payout requires achievement of a high degree of business performance without encouraging excessive risk-taking. The Company’s annual operating and three-year strategic plans serve as the basis of the annual earnings guidance we communicate to investors. The annual operating plan builds on the prior year’s results and is based on the anticipated business environment.

The Compensation Committee followed the process described above when establishing our 2021 performance targets. Consistent with prior years, our 2021 targets considered analyst expectations and competitors’ publicly disclosed projected performance.

Compensation peer group

The Compensation Committee reviews the companies that are included in the compensation peer group (“the Peer Group”), which is used as a reference point to review and set executive compensation. In determining appropriate companies for inclusion in the Peer Group, the Committee considers a number of factors, including revenue and market capitalization as a means to assess size relative to the Company.

Prior to July 8, 2021, the Company’s Peer Group consisted of the companies set forth below, which is unchanged from the prior year (“2021 Peer Group”):

2021 Peer Group (Prior to July 2021)
•3M Company •Abbott Laboratories •AbbVie Inc. •Amgen Inc. •Becton Dickinson and Company	•Biogen Inc. •Bristol-Myers Squibb Company •Cigna Corporation •Danaher Corporation	•Eaton Corporation plc •Eli Lilly and Company •Gilead Sciences Inc. •Honeywell International Inc.	•Medtronic plc •Merck & Co., Inc. •Pfizer, Inc. •Texas Instruments Incorporated

In July 2021, the Committee undertook a comprehensive review of the 2021 Peer Group. Given the significant revenue, market capitalization and employment growth the Company experienced in both 2020 and 2021, the Committee determined it was appropriate to update the composition of the Peer Group to reflect the Company’s latest size and global operating complexity. Two companies, Eaton Corporation plc and Biogen Inc., were assessed to fall outside one or more of the defined size parameters and were removed from the Peer Group. Four companies, Cisco Systems, Inc., Johnson & Johnson, NIKE, Inc. and The Procter & Gamble Company, were added to the Peer Group in July 2021, reflecting their relevance from a size, business, and executive talent standpoint. This resulted in the following Peer Group effective as of July 8, 2021 (“2022 Peer Group”):

2022 Proxy Statement 43

Executive Compensation

2022 Peer Group (as of July 2021)
•3M Company •Abbott Laboratories •AbbVie Inc. •Amgen Inc. •Becton Dickinson and Company	•Bristol-Myers Squibb Company •Cigna Corporation •Cisco Systems, Inc. •Danaher Corporation •Eli Lilly and Company	•Gilead Sciences Inc. •Honeywell International Inc. •Johnson & Johnson •Medtronic plc •Merck & Co., Inc.	•NIKE, Inc. •Pfizer, Inc. •The Procter & Gamble Company •Texas Instruments Incorporated

The following chart illustrates the Company’s size compared to the 2022 Peer Group median of revenues, market capitalization and number of employees, using data provided to the Compensation Committee by Pearl Meyer. The 2022 Peer Group companies ranged from 0.4x to 4.5x of Thermo Fisher’s revenue and 0.4x to 2.5x of our market capitalization.

Thermo Fisher positioning relative to 2022 peer group

The Committee validated with Pearl Meyer that the resulting 2022 Peer Group was reasonable and appropriate for the purpose of gathering references and insights into compensation practices in the market. The Committee will keep the Peer Group under periodic review, with an eye to stability, appropriateness from a size standpoint and continued relevance with respect to business operations.

As discussed in this proxy statement, references to the Peer Group refer to the 2021 Peer Group for all compensation decisions made before July 8, 2021 and refer to the 2022 Peer Group for all compensation decisions made after July 8, 2021.

Strategic pay positioning

The Committee considers compensation data based on practices in the Peer Group when reviewing executive compensation for the Named Executive Officers. While this reference is just one consideration in the decision-making process, the Committee has established guidelines around the strategic positioning of pay within a range that is deemed to be market competitive.

Base Salary	median
Target Total Cash(1)	median
Target Direct Compensation(2)	median
Target Compensation(3)	median

(1)Base salary and target annual incentive

(2)Base salary, target annual incentive and target long-term incentive (“LTI”)

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

Naturally, the individual positioning of pay will still vary as the Committee takes into account a range of factors (e.g. tenure, experience, performance, scope of role) when determining pay levels.

Managing compensation risk

The Committee believes that the Company’s executive compensation program supports the executive compensation objectives described in this report, without encouraging management to take unreasonable risk with respect to our business. 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. In particular, the following features are noted as having a positive impact in managing compensation risk.

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Executive Compensation

Support long-term view and sustainability of Company	•Equity compensation in the form of stock options and restricted stock units •Stock ownership requirement •Stock holding requirement on 50% of shares delivered upon vesting applied to all CEO time- and performance-based restricted stock units
Ability to take action to affect current and recoup prior compensation	•Full Committee discretion to reduce awards and payouts under our annual incentive plan and stock incentive plans to zero for certain conduct detrimental to the Company •Clawback policy
Committee Oversight	•Annual risk assessment •Assessment considers program design and payouts

Clawback policy

We have the right to claw back incentive-based compensation to the extent it was awarded in the prior three years on the achievement of financial results subject to an accounting restatement that should have resulted in the executive receiving a lower amount of compensation had our financial results been properly reported.

Our equity award agreements also provide for the recoupment of all or part of any proceeds received upon the sale of vested awards in the prior 12 months, if there is a breach by the executive of the award agreement or 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 vested awards in the prior 12 months, in the case of a termination of any executive for cause or a breach by an executive of his or her fiduciary duty to the Company.

Our metrics and their alignment with Company strategy

The metrics we use to determine executive compensation are designed to capture the main drivers of shareholder value: maximizing revenue, reducing operating expenses, controlling other costs, maintaining process discipline and sound execution, maintaining the trust and confidence of the investor community, and building a strong foundation for long-term sustainable performance.

The performance measures that we use in our annual incentive plan (a cash-based annual incentive) and our performance-based long-term incentives reflect the alignment of our plans to our Company strategy.

In addition, our commitment to strong corporate social responsibility and sustainability is demonstrated by the incorporation of ESG measures into our annual incentive plan. Consistent with prior years, we continued to tie compensation outcomes with non-financial measures, including our focus on customer allegiance, concentrating on customer satisfaction, and our emphasis on being an employer of choice and on diversity, which encompasses diversity, inclusion, environmental, sustainability and safety measures, as further described in “2021 compensation decisions and outcomes – Annual cash incentives” on page 49.

Measure	Why It Matters
Financial
Organic revenue	•Reflects top line financial performance, which is a strong indicator of our long-term ability to drive shareholder value •Allows comparison of financial results to both acquisitive and non-acquisitive peer companies •Prevalent, industry-relevant measure of growth
Adjusted net income	•Reflects achievement of our strategic goals by encouraging efficient operations and resource allocations, in order to maximize earnings relative to the revenue environment •Ensures all colleagues can contribute to profitability of the Company
Adjusted earnings per share (“adjusted EPS”)	•Prevalent, industry-relevant measure of delivery of shareholder value •Metric is closely followed by shareholders, analysts and investors

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Executive Compensation

Measure	Why It Matters
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
Total Shareholder Return	•Offers clear alignment between the interests of management and shareholders •Summary indicator of long-term performance •Relative (as opposed to absolute) nature of goals accounts for macroeconomic factors impacting the broader market
Non-Financial
Customer allegiance	•Strong indicator of our long-term ability to drive shareholder value
Employer of choice/diversity	•Ensuring the Company remains focused on attracting and retaining high potential colleagues and enhancing workforce diversity is important to ensure our ability to execute our goals
Positioning for future revenue growth	•Strong indicator of our long-term ability to drive shareholder value by effectively meeting the needs of our customers in all of the end markets that we serve
Positioning for future margin expansion	•Drives strong future profitability
Effectively execute capital deployment strategy	•Properly managing the strategic use of capital through acquisitions, dividends, share repurchases and debt repayment is of paramount importance to the Company’s long-term financial health

Financial performance measure definitions

The Committee selected the financial measures described below, as opposed to financial measures computed under GAAP, because this is consistent with how the Company communicates performance to investors, and as such, how management measures and forecasts the Company’s performance. The use of adjusted measures enables investors and management to compare the Company’s performance to the market on a like-for-like basis, which is particularly important given the varying degrees of acquisition across peer companies.

Performance Measure	Definition
Organic revenue	Reported revenue adjusted for the impact of acquisitions and divestitures and for foreign currency changes
Adjusted net income	Earnings before certain charges/credits to cost of revenues and selling, general and administrative expenses, principally associated with acquisition-related activities; restructuring and other costs/income including costs arising from facility consolidations such as severance and abandoned lease expense and gains and losses from the sale of real estate and product lines; amortization of acquisition-related intangible assets; other gains and losses that are either isolated or cannot be expected to occur again with any predictability; tax provisions/benefits related to the previous items and the impact of significant tax audits or events; and equity in earnings/losses of unconsolidated entities
Adjusted EPS	Adjusted net income per diluted share
Free cash flow	Operating cash flow less net capital expenditures

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Executive Compensation

Components of our compensation program

Element	Purpose	Key Features
Base salary	Provide competitive, fixed compensation to attract and retain the best possible executive talent	•Cash-based •Reviewed annually; changes generally effective March/April •Reference market median for all NEOs •Takes account of level of responsibility, time in role, individual performance and the ability to replace the individual
Annual cash incentive bonus	Align executive compensation with our corporate strategies and business objectives; promote the achievement of key strategic and financial performance measures by linking annual cash incentives to the achievement of corporate performance goals	•Cash-based •Reference market median for all NEOs for target total cash (base salary plus target annual incentive) •Maximum opportunity 2-times target* •Based on performance goals tied to organic revenue growth, adjusted net income, free cash flow, and a selection of strategic measures
Long-term incentives	Align executive compensation with our corporate strategies and business objectives; motivate the Company’s officers to create sustainable long-term value for our shareholders and achieve other business objectives; encourage stock ownership by the Company’s officers in order to align their financial interests with the long-term interests of our shareholders	•Equity-based •Granted in a combination of –Performance-based restricted stock units; –Time-based restricted stock units; and –Time-based stock options •Reference market median for all NEOs for target direct compensation (target total cash plus the grant date value of long-term incentives) •Based on performance goals tied to organic revenue growth, adjusted EPS, and TSR (performance-based restricted stock units) •Legacy award of performance-based stock options, subject to five-year relative TSR performance over three periods spanning 2017 - 2023

* In exceptional circumstances our Compensation Committee has discretion to exceed the maximum payout in our annual incentive plan.

Mix of our Named Executive Officers’ 2021 target and actual compensation

The Compensation Committee annually reviews the mix of our core elements of compensation relative to the market. The majority of our Named Executive Officers’ target 2021 compensation is at-risk and variable, with the mix well aligned to practices in our peer companies. The results of the 2021 analysis and actual results are shown below.

CEO

Target                               

Peer Group Median       

Actual 2021                     

nBase Salary nBonus nEquity

2022 Proxy Statement 47

Executive Compensation

Other NEOs (Aggregate)

Target                               

Peer Group Median       

Actual 2021                     

nBase Salary nBonus nEquity

In addition to the core elements of our executive compensation program, our executive officers are eligible to participate in additional benefits programs, to ensure that their total compensation is market competitive and that it enables them to effectively discharge their duties. See page 55 for full details of those programs.

While defined benefit pension plans and SERPs continue to be preferred by many peer companies, the Company does not offer these plans (outside of legacy arrangements from acquired companies), electing to rely upon stock-based long-term incentives as the primary individual capital accumulation vehicle. The Company’s contributions toward executive retirement are limited to a matching contribution of 6% of eligible earnings (salary and annual incentive compensation), a benefit prevalent at peer group companies as well, with varying company match percentages.

2021 compensation decisions and outcomes

Base salary

Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all our colleagues, including our executive officers. Decisions regarding individual positioning take into account the relative size and scope of the role, time in role, current salary and the Company’s ability to replace the individual serving in the role, as well as the most relevant external market reference.

In February 2021, the Compensation Committee considered the market data collected by Pearl Meyer in combination with the factors listed above. As a result of this review, in February 2021 the Committee approved increases to base salaries ranging from 5.0% - 10.3% for our Named Executive Officers.

Named Executive Officer	2020 Base Salary	2021 Base Salary (Effective April 05, 2021)	Increase
Marc N. Casper	$1,550,000	$1,650,000	6.5%
Stephen Williamson	$900,000	$945,000	5.0%
Mark P. Stevenson	$1,090,000	$1,145,000	5.0%
Michel Lagarde(1)	$925,000	$971,000	5.0%
Gianluca Pettiti(2)	$566,500	$625,000	10.3%

(1) In connection with his promotion to Executive Vice President and Chief Operating Officer of the Company, Mr. Lagarde received a base salary increase effective January 1, 2022 to $1,050,000.

(2) In connection with his promotion to Executive Vice President of the Company, Mr. Pettiti received a base salary increase effective December 27, 2021 to $750,000.

Increases principally reflected tenure, strong individual performance and retention. The base salary increases provided to Messrs. Casper, Williamson, Stevenson and Lagarde are reflective of prevailing market merit and performance increase practices. The base salary increase provided to Mr. Pettiti in April was to reflect performance and to increase his relative positioning to comparable internal executive roles. The base salary increases provided to Messrs. Pettiti and Lagarde in December 2021 and January 2022, respectively, reflect their respective promotions into roles of increased responsibility.

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Annual cash incentive

Each year the Compensation Committee establishes a target incentive cash award, defined as a percentage of base salary, for each officer of the Company, including executive officers. The amount actually awarded can range from 0 to 200% of target, depending primarily on the financial and non-financial performance of the Company. In truly exceptional circumstances, the Compensation Committee has in the past exercised its discretion to arrive at a higher performance factor with regard to the Company’s non-financial performance element, and therefore a higher total blended performance factor. In fiscal year 2021, the Compensation Committee did not exercise this discretionary authority. Amounts are subject to adjustment based on the Committee’s subjective evaluation of an officer’s contributions towards the achievement of those results, and where relevant, the performance of individual businesses under an executive officer’s control.

In setting performance goals, the Committee generally establishes standards such that the target payout (100% of target bonus) represents attractive financial performance within our industry and can be achieved with strong execution; payouts above 150% of this target require outstanding performance. For the financial measures, the Company’s actual performance was measured relative to the Company’s internal operating goals for 2021 set at the beginning of the year.

In addition, to better balance annual incentive determinations across financial and non-financial strategic considerations, the Committee also assesses non-financial performance across five identified areas of strategic importance. Quantitative and qualitative corporate performance goals are pre-established in five categories, and the Compensation Committee evaluates achievement of the goals at year-end and determines the degree to which each defined goal was exceeded, met, or not achieved. These non-financial performance goals are established, and overall achievement of the non-financial performance element of our annual cash incentive program is assessed, by reference to our overall goal to deliver on our commitments to all stakeholders and advance our position as the world leader in serving science, which we believe creates value for our shareholders and benefits our colleagues, customers, and communities.

The weighting of the financial and non-financial measures and performance targets for 2021 were:

2021 Annual Incentive Performance Measures

Financial		•Organic revenue growth (35%) •Adjusted net income (30%) •Free cash flow (5%)
Non-financial		Overall goal: Deliver on our commitments to all stakeholders and advance our position as the world leader in serving science •Customer allegiance •Positioning the Company for accelerated revenue growth and margin expansion •Employer of choice and workforce diversity •Capital deployment strategy

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Executive Compensation

2021 Performance achievements

Financial Performance Score: 193%

Organic Revenue Growth (35%)

•Given the economic climate that existed at the time the goals were set due to the potential recessionary and other financial impacts of the pandemic, the threshold level of performance required was 1.6%, below which no payout is earned

•For each 1.0% of organic revenue growth above the threshold, the payout increased proportionately by 25 percentage points to 7.6% organic revenue growth

•To reflect the additional investment and effort required, for exceptional growth between 7.6% and 8.6%, the payout increased proportionately by 25 percentage points for each 0.5% increase in organic revenue growth up to a maximum opportunity of 200%

•Actual organic revenue growth for the year was 16.8%, resulting in an earned factor of 200% for this element

Adjusted Net Income (30%) *

•The threshold level of performance required was $7,531 million, below which no payout is earned

•For each additional $194 million of adjusted net income above the threshold, the payout increased proportionately by 25 percentage points to adjusted net income of $8,309 million

•For each additional $138 million of adjusted net income between $8,309 million and $8,586 million, the payout increased proportionately by 25 percentage points and for each $42 million of adjusted net income above $8,586 million, the payout increased proportionately by 25 percentage points up to a maximum opportunity of 200%

•Actual adjusted net income for the year was $9,978 million, resulting in an earned factor of 200% for this element

Free Cash Flow (5%) *

•The threshold level of performance required was $6,250 million, below which no payout is earned

•For free cash flow between $6,250 million and $7,000 million, a payout of 100% is achieved, with a maximum payout of 200% achieved for free cash flow at or above $7,000 million

•Actual free cash flow for the year was $6,809 million, resulting in an earned factor of 100% for this element

Achievement Earned on Financial Performance Element

Based on the weighted average of the organic revenue, adjusted net income and free cash flow payouts noted above, the Committee concluded an overall achievement of 193% of target was earned for the financial performance element.

*Adjusted net income and free cash flow are financial measures that are not prepared in accordance with GAAP. Appendix A to this proxy statement defines these non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.

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Non-Financial Performance Score: 200%
The Committee assesses performance in our five identified areas of strategic importance, taking account of the Company’s overall Mission and goal to deliver on our commitments to all stakeholders and advance our position as the world leader in serving science.
Customer Allegiance
Key areas of focus •Improve Customer Allegiance Score (“CAS”) vs. 2020 •Continue to progress eBusiness and digital science road maps	Key achievements •Good progress with our eBusiness and digital science road maps
Positioning the Company for Accelerated Revenue Growth
Key areas of focus •Sustain our leadership in enabling our customers’ COVID-19 response activity through our testing, bioproduction and pharma services solutions •Generate significant impact and sustained value from our COVID-19 investments •Execute capacity expansion programs •Improve impact from innovation •Continue to strengthen competitive position in China and emerging markets	Key achievements •Delivered over $9B in response revenue, including approximately $2B from vaccines and therapies, and 14% organic growth in the base business •Progress on investments enabled us to raise our long-term core organic growth outlook to 7-9% •Another year of high-impact innovation •Delivered just under 20% organic growth in China
Positioning the Company to Drive Margin Expansion over Mid-Term
Key area of focus •Maintain the impact of the PPI Business System •Execute projects to leverage Company scale to reduce infrastructure cost	Key achievements •PPI Business System drove strong productivity and minimized the impact of global supply chain disruptions on the Company •Service, digital customer support and shared service projects progressing well
Employer of Choice/Diversity
Key areas of focus •Continue to focus on the safety of our colleagues •Deepen culture of diversity, involvement and inclusion •Build on momentum to support our communities through colleague involvement and STEM education •Make progress on our greenhouse gas emission reduction goals •Continue to improve leadership diversity •Drive personal ownership of ethics, quality, safety and regulatory compliance and cybersecurity	Key achievements •Maintained focus on colleague safety throughout the pandemic including extensive rollout of colleague testing •Continued to build a more diverse management and leadership team •Mobilized philanthropic efforts to support COVID-19 response in India •Committed to net zero greenhouse gas emissions by 2050 and progressed our carbon emission plans
Effectively Execute Capital Deployment Strategy
Key areas of focus •Successfully integrate completed acquisitions •Maintain strong pipeline of M&A targets	Key achievements •Invested $24B in ten transactions •PPD performed well in 2021 and the integration is progressing well •Maintained very strong M&A pipeline throughout the year

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Achievement Earned on Non-Financial Performance

The Committee determined that as a result of the key achievements noted above, we meaningfully delivered on our commitments to all stakeholders and significantly advanced our position as the world leader in serving science, and therefore concluded an overall achievement of 200% of target was earned for the non-financial performance element.

Overall Achievement

After weighing the earned factors for the financial and non-financial performance described above, the Committee concluded that a calculated payout of 195% was earned.

How We Arrived at the 195% Overall Performance Score

Performance Measure	Weight		Payout		Weighted Average
Organic Revenue Growth	35	%	200	%	70	%
Adjusted Net Income	30	%	200	%	60	%
Free Cash Flow	5	%	100	%	5	%
Subtotal Financial	70	%	193	%	135	%
Non-financial	30	%	200	%	60	%
Total	100	%			195	%
	Performance score: 195%

Additional performance considerations

The Committee elected this year to grant Messrs. Casper, Williamson, Stevenson and Lagarde, as corporate officers, 195% of target. Mr. Pettiti was awarded 195% of target bonus to reflect his contributions to the Company as a business leader, taking into account the performance of the business which he managed in 2021. The following payouts were earned:

Named Executive Officer	2021 Target(1) (% of Base Salary)		2021 Target  Award	2021 Approved  Award	2021 Payout  (% of Target)
Marc N. Casper	200	%	$3,248,495	$6,334,565	195	%
Stephen Williamson	110	%	$1,026,753	$2,002,168	195	%
Mark P. Stevenson	115	%	$1,300,461	$2,535,900	195	%
Michel Lagarde(2)	110	%	$1,055,070	$2,057,386	195	%
Gianluca Pettiti(3)	80	%	$491,372	$958,176	195	%

(1) The target bonus opportunity for Mr. Pettiti increased by five percentage points for 2021 to increase his relative positioning to comparable internal executive roles; opportunities for the other Named Executive Officers were unchanged.

(2) In connection with his promotion to Executive Vice President and Chief Operating Officer of the Company, Mr. Lagarde received a target bonus opportunity increase effective January 1, 2022 to 115% of salary.

(3) In connection with his promotion to Executive Vice President of the Company, Mr. Pettiti received a target bonus opportunity increase effective December 27, 2021 to 100% of salary.

Long-term incentives

The objectives of our long-term equity incentive program are to provide a strong link to delivering long-term sustainable performance, create an ownership culture and facilitate executive retention through opportunities tied to the appreciation of our stock price over time, while delivering superior performance in accordance with our Mission. This provides a clear alignment of interests between our executives and our shareholders.

We achieve this by granting our executive officers equity through a combination of vehicles, each serving a different objective.

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Target Award Value by Award Type

•Stock options incentivize long-term sustainable value creation •Time-based restricted stock units promote executive retention while aligning executives’ interests with those of our shareholders •Performance-based restricted stock units enable the Committee to reward executives for performance in areas of long-term strategic importance for the Company and our shareholders

In February 2022, we updated the mix of long-term incentive awards made to our executives to increase (i) the percentage of performance-based restricted stock unit awards awarded from 35% to 40% and (ii) the percentage of stock options from 30% to 40%, and to decrease the percentage of time-based restricted stock units from 35% to 20%. We believe that weighting this mix more heavily towards performance-based awards will serve to further enhance alignment of the interests of our executives with the interests of our shareholders. In addition, in early 2022 we revised our equity award program so that new stock option awards have a term of eight years rather than our prior practice of seven years.

Key design features

Stock Options	Time-Based Restricted Stock Units	Performance-Based Restricted Stock Units
•Four year ratable vesting (one quarter per annum) •Exercise price equal to closing price on date grant approved	•Three-and-a-half year ratable vesting (15%, 25%, 30% and 30% after 6, 18, 30 and 42 months, respectively) •Dividends accrued (in form of dividend equivalents) and paid only on vested awards •CEO awards subject to a two-year holding requirement on 50% of shares delivered upon vesting	•Three-year ratable vesting (one third per annum) •Beginning in 2021, performance measured over one year, subject to a long-term, three-year performance adjustment based on relative TSR •No vesting if minimum performance not met •Dividends accrue (in form of dividend equivalents, only after performance conditions are met) and paid only on vested awards •CEO awards subject to a two-year holding requirement on 50% of shares delivered upon vesting

The Compensation Committee approves awards in late February, such that target award values reflect our publicly released earnings for the just-completed year. The target values and actual award values as of the grant date in February 2021 are reflected in the table below. The difference between the approved target value and the actual grant date value reflects the variation between the 20-day average stock price and minor differences in the other option pricing variables used to approve the awards and the methodology used for accounting purposes.

		Grant Date Accounting Value of 2021 Award
Named Executive Officer	Target 2021 LTI Award Value	Stock Options	Time-Based Restricted Stock Units	Performance-Based Restricted Stock Units	Total 2021 LTI Award Value
Marc N. Casper	$13,201,254	$4,090,719	$4,221,052	$4,239,791	$12,551,562
Stephen Williamson	$4,000,117	$1,226,715	$1,284,668	$1,290,375	$3,801,758
Mark P. Stevenson	$5,750,710	$1,790,003	$1,835,240	$1,843,391	$5,468,634
Michel Lagarde(1)	$5,000,386	$1,559,681	$1,594,365	$1,601,446	$4,755,492
Gianluca Pettiti(2)	$3,900,525	$1,172,880	$1,250,257	$1,255,811	$3,678,948

(1) In connection with his promotion to Executive Vice President and Chief Operating Officer of the Company, Mr. Lagarde was awarded stock options with a grant date accounting value of $1,981,510 on November 1, 2021.

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(2) In connection with his promotion to Executive Vice President of the Company, Mr. Pettiti was awarded stock options with a grant date accounting value of $1,321,056 on November 1, 2021.

Performance-based restricted stock units

Awards of performance-based restricted stock units are made subject to performance conditions of strategic importance to the Company and our shareholders:

•Organic revenue growth;

•Adjusted EPS; and

•Relative TSR.

Organic revenue growth, which also features under our annual incentive plan for 2021, is of particular importance as it directly reflects our ability to deliver on our strategic priorities. While certain shareholders have expressed a preference that we use the metric in only one plan, we have elected to continue to utilize organic revenue growth in both plans based on feedback from investors around its criticality in driving shareholder value creation.

In respect of organic revenue growth and adjusted EPS, performance is measured over the fiscal year in which the award is made. The performance conditions and level of payout that apply to awards made in February 2021 are structured in a matrix, meaning that strong performance is required in respect of both elements to earn an above target payout.

The weighting of the financial measures and performance targets for 2021 were:

	Organic Revenue Growth (50%)(1)		Adjusted Earnings Per Share (50%)(1)
Threshold (0% payout on each measure)	Less than 2.6%		Less than $19.43
Baseline (50% payout on each measure)	5.6	%	$20.90
Maximum (87.5% payout on each measure)	8.1% and above		$21.70 and above
Actual Results	16.8	%	$25.13
Payout Factor	175%

(1)There are a variety of payout scenarios for financial results between the threshold and maximum levels. The Compensation Committee had discretion to revise the performance targets above through September 23, 2021 should the global operating environment have been markedly different than anticipated on the date of grant. In fiscal year 2021, the Compensation Committee did not exercise this discretionary authority.

Payouts under the program are step-wise, based on standalone organic revenue growth in equal proportion to adjusted earnings per share, with no graduated payout at intermediate points. The plan was designed to provide some level of upside opportunity, but full downside risk. One-third of the total number of units earned vested on February 23, 2022, and the same number of restricted units will vest on both the first anniversary and the second anniversary of this vesting date (subject to adjustment, as discussed below) so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).

Overall Achievement

Actual organic revenue growth for the year was 16.8% and actual adjusted EPS for the year was $25.13, resulting in a payout of 175%.

In response to shareholder feedback, in early 2021 the Committee added a three-year performance metric to the awards in the form of a TSR modifier, such that at the end of the three-year performance period beginning on January 1, 2021 and ending on December 31, 2023, the Company’s three-year TSR for the performance period will be measured against the 2020 TSR Peer Group (as defined below), and the number of performance-based restricted stock units distributed on the final vesting date in 2024 will be subject to adjustment based on the Company’s relative performance, as shown below.

3-Year TSR Performance	Adjustment to 2024 Distribution	Impact on Total Earned Shares
Top Quartile (75th percentile or greater)	+30%	+10%
2nd Quartile (50th - 74th percentile)	+15%	+5%
3rd Quartile (25th - 49th percentile)	-15%	-5%
Bottom Quartile (24th percentile or below)	-30%	-10%

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TSR long-term incentive awards

2020 TSR Award

In September 2020 the Compensation Committee approved a performance-based stock option program for senior leaders, including our executive officers.

To earn a payout, the Company needs to deliver exceptional, sustained performance against some of the higher-performing companies in the S&P 500, which have a median TSR exceeding the S&P 500, and are shown in the 2020 TSR Peer Group below.

2020 TSR Peer Group

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

Relative TSR is measured over three overlapping periods, each five years in length. Thermo Fisher’s relative performance will determine the ultimate number of performance-based stock options that cliff vest in March 2024. If Thermo Fisher TSR ranks in the top ten companies (i.e. top third) (i) in one period, 33% of the award will vest, (ii) in two periods, 67% of the award will vest, and (iii) in three periods, 100% of the award will vest.

The results for each 5-Year performance period under the plan will be calculated when the performance period is complete. For the first 5-year performance period under the plan, Thermo Fisher ranked among the top ten TSRs of the 2020 TSR Peer Group and met the performance requirement.

Achievement To Date

Based on performance to date, 33% of the 2020 TSR award has been earned and will vest in 2024.

Other compensation

Executive benefits

We maintain broad-based benefits that are provided to all colleagues, including health and dental insurance, life and disability insurance and a 401(k) plan. Executives are eligible to participate in all of our employee benefit plans, in each case on the same basis as other eligible colleagues.

Benefit	Key Features
401(k) Plan	•Tax qualified retirement savings plan for U.S.-based colleagues •Contributions matched 1:1 up to the first 6% of compensation deferred •2021 cap on matching contributions of 6% of $290,000 •Contributions are fully vested on contribution •Matching contributions for colleagues vest after two years of employment
Deferred Compensation Plan	•Available to executive officers and certain other highly-compensated colleagues •Participants can defer receipt of up to 50% 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

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Benefit	Key Features
Perquisites	•Supplemental long-term disability insurance •Supplemental life insurance •Executive health services •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, up to an annual incremental cost to the Company of $150,000* (treated as taxable income in accordance with the IRS regulations) for the CEO and, in certain situations, to other pre-approved senior officers of the Company •Security services, including home security systems, monitoring and additional personal security services for the CEO •No tax gross-ups are provided on any perquisites
Severance and change in control benefits	•NEOs are entitled to specified benefits on termination in certain circumstances •‘Double trigger’ change in control agreements •No tax gross-ups

* Given safety concerns associated with commercial air travel in light of the COVID-19 pandemic, the Compensation Committee increased the allowance for 2020, 2021 and 2022 to $225,000.

Other items

Stock ownership guidelines

The Committee has adopted stock ownership guidelines that require our executive officers to hold shares of the Company’s stock with a value equal to a specified multiple of their base salary (six times (6x) base salary for our Chief Executive Officer, and three times (3x) base salary for our other executive officers). These guidelines help ensure that our executives build and maintain a long-term ownership stake in the Company, which aligns their financial interests with those of the Company’s shareholders.

Executives have five years from the date of their appointment to attain the ownership levels. For purposes of the guidelines, the value of an executive’s stock ownership includes all shares of the Company’s Common Stock owned by the executive outright and the value of unvested time-based restricted stock units. All of our Named Executive Officers are in compliance with this policy.

Stock holding requirement for CEO

In addition to stock ownership guidelines, the Committee approved additional stock holding requirements for the Chief Executive Officer, reflecting the particular accountability of his role. All time- or performance-based restricted stock units awarded to Mr. Casper are subject to a requirement that at least 50% of the net shares delivered upon vesting be held for at least two years. This provides further alignment with the sustainable long-term performance of the Company.

Anti-hedging and anti-pledging policies

The Company’s Insider Trading Policy (the “Insider Trading Policy”) addresses hedging, pledging and other transactions which might give the appearance of impropriety. Under the Insider Trading Policy, officers and directors of the Company are prohibited from engaging in any of the following types of transactions:

•short sales of Company securities

•purchases or sales of puts or calls

•transactions involving financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Company securities

•borrowing against Company securities held in a margin account or pledging Company securities as collateral for a loan.

Employees who are not insiders or officers are generally permitted to engage in transactions designed to hedge or offset market risk.

Our executives and directors are permitted to enter into trading plans that are intended to comply with the requirements of Rule 10b5-1 of the Securities Exchange Act so that they can prudently diversify their asset portfolios and exercise their stock options before expiration.

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Deductibility of executive compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, generally disallows a tax deduction to public companies for compensation in excess of $1 million paid in any one year to each of certain of the company’s current and former executive officers. Historically, compensation that qualified under Section 162(m) as performance-based compensation was exempt from the deduction limitation. However, subject to certain transition rules, tax legislation signed into law on December 31, 2017 eliminated the performance-based compensation exception. As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid in any one year to each of the specified officers that is not covered by the transition rules will not be deductible by us.

Equity grant practices

We typically make an initial equity award to newly-hired executives and to newly-promoted executives to reflect their new responsibilities, and award annual equity grants in late February as part of our overall compensation program.

All equity grants to our officers are approved by the Compensation Committee. Equity grants for newly-hired or promoted non-officer employees are determined and approved by the Employee Equity Committee, which currently consists of Mr. Casper, and cannot exceed 25,000 shares per employee without Compensation Committee approval.

Vesting normally ceases upon termination of employment, except for acceleration upon qualifying retirements, death, disability, and in the case of certain terminations for Mr. Casper (see page 66). Stock option exercise rights normally cease for officers other than Mr. Casper shortly after termination, except in the cases of death, disability and qualifying retirement. Prior to the exercise of an option, the holder has no rights as a shareholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents. Prior to the issuance of shares after vesting of restricted stock units (which represent a right in the future to receive shares), the holder has no right to transfer or vote the underlying shares.

Accounting considerations

Accounting considerations also play an important role in the design of our executive compensation programs and policies. ASC 718 requires us to expense the cost of stock-based compensation awards. We consider the relative impact in terms of accounting cost in addition to other factors such as shareholder dilution, retentive impact, and motivational impact when selecting long-term equity incentive instruments.

Compensation Committee report

The members of the Company’s Compensation Committee hereby state:

We have reviewed and discussed the Compensation Discussion & Analysis contained in this proxy statement with management, and based on such review and discussions, we have recommended to the Company’s Board of Directors that the Compensation Discussion & Analysis be included in this proxy statement.

Compensation Committee

By: Dion J. Weisler (Chair)
Thomas J. Lynch
Jim P. Manzi
Scott M. Sperling

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Executive compensation tables

Summary compensation table

The following table summarizes compensation for services to the Company earned during the last three fiscal years (where applicable) by the Company’s Named Executive Officers.

Name and
Principal Position Year Salary ($)(1) Stock Awards ($)(2) Option Awards ($)(3) Non-Equity Incentive Plan Compensation ($)(4) Change in Pension Value and Nonqualified Deferred Compensation