THERMO FISHER SCIENTIFIC INC. TMO

17% shingled-prose overlap between the two filings.

2025: 72,715 chars · 2026: 48,531 chars

• Committee Report:52% overlap (519 → 538 chars)
• Pay Ratio (Item 402(u)):22% overlap (1,064 → 1,581 chars)
• Say-on-Pay proposal:0% overlap (854 → 1,624 chars)

• changedThis compensation discussion and analysis provides an overview of the components of our 2025 executive compensation program and the 2024decisions of the Compensation Committee (referred to in this “Compensation discussion and analysis” section as the “Compensation Committee” or “Committee”) for our 2025 2024NEOs, who are:
• newNamed Executive Officer 2025 Title Marc N.
• newCasper* Chairman, President and Chief Executive Officer Stephen Williamson** Senior Vice President and Chief Financial Officer Michel Lagarde*** Executive Vice President and Chief Operating Officer Gianluca Pettiti* Executive Vice President Frederick Lowery*** Executive Vice President
• new* As announced on January 12, 2026, effective March 1, 2026 Marc N.
• newCasper became Chairman and Chief Executive Officer, and Gianluca Pettiti was promoted to the role of President and Chief Operating Officer.
• new** As announced on July 23, 2025, Mr. Williamson retired effective March 31, 2026.
• newMr. James R.
• newMeyer succeeded Mr. Williamson as Senior Vice President and Chief Financial Officer as of March 1, 2026.
• new*** As announced on January 12, 2026, each of Mr. Lagarde and Mr. Lowery decided to leave Thermo Fisher to pursue other opportunities.
• newMr. Lagarde departed the Company as of March 31, 2026 and Mr. Lowery departed the Company as of February 28, 2026.
• newCompensation philosophy and objectives
• newThe core design principles of our executive compensation program include the following:
• newPerformance-based: A substantial portion of executive compensation is “at-risk” and contingent on the achievement of predetermined performance objectives, which is intended to reward superior performance while holding executives accountable for under-performance
• newShareholder-aligned: Incentive programs are structured to align executive rewards with the creation of shareholder value over both the short-term and long-term.
• newMarket-competitive: Compensation levels are competitive with those of companies with which we compete for executive talent, which is achieved by positioning target compensation within a competitive range around the market median, with adjustments based on individual performance, experience and enterprise impact.
• newBy adhering to these principles, we believe our executive compensation program effectively supports our strategic and financial objectives, promotes sustained performance, and drives long-term value creation for shareholders, while enabling us to attract and retain the leadership talent necessary to successfully manage and grow our business.
• newThey also serve as the foundation for the Committee’s ongoing evaluation and enhancement of the effectiveness of our executive compensation program.
• new36 Thermo Fisher Scientific 2026 Proxy Statement
• changedWhat we do What we don’t do Deliver a significant themajority of compensation in the form of at-risk, variable pay No excise tax gross ups No plans that encourage excessive risk No guaranteed pay increases No guaranteed bonuses or equity awards No dividends paid on equity awards prior to vesting No excessive perquisites No pension or supplemental executive retirement plans Align pay with performance and Company strategy Utilize performance metrics closely aligned with the Company’s strategic growth drivers Benchmark compensation levels against a peer group of appropriate companies in related industries, of a similar size and business complexity Reference a competitive range around the market median when reviewing compensation for our NEOs Cap maximum payouts for our performance-based incentive plans Maintain a clawback policy for the recoupment of compensation in certain situations Maintain robust stock ownership requirements Require two-year Twoyearholding requirementon 50% of net stock vesting under the CEO’s time-andperformance-based restricted stock units Engage an independent compensation consultant Maintain double-trigger change in control provisions Conduct regular shareholder engagement on compensation and other stewardship topics NotaxgrossupsNoplansthatencourageexcessiveriskNoguaranteedpayincreasesNoguaranteedbonusesorequityawardsNodividendspaidonequityawardspriortovestingNohedgingorpledgingofCompanycommonstockbydirectorsorexecutivesNoexcessiveperquisitesNopensionorsupplementalexecutiveretirementplans(“SERPs”)
• newIndependent compensation consultant
• changedIn 2025, 2024,the Committee in its sole discretion retained Pearl Meyer as its independent compensation consultant.
• new• assists with the review and continued development of the executive and director compensation programs of the Company and its peer group
• new• analyzes relative pay and performance alignment of our compensation programs
• changed• informs the Committee and management of reviewsemerging trends and best practices in executive compensation and director compensation
• newThermo Fisher Scientific 2026 Proxy Statement 37
• newThe Committee, composed entirely of independent directors, oversees the Board’s responsibilities related to executive compensation, including for the CEO.
• newIt is responsible for approving and evaluating all executive compensation plans, policies, and programs, setting and assessing performance goals, administering equity programs, and overseeing management succession plans.
• changedTypically, during the first quarter of each calendaryear, the Committee conducts its anannual compensation review.
• newAs part of this process, the Committee considers input from its independent consultant, Pearl Meyer, and recommendations from the CEO regarding compensation for the other executive officers, including base salary adjustments, annual incentive opportunities, and equity award size and mix.
• newIn determining pay levels, the Committee exercises judgment and considers peer group data, Company and business unit performance, individual performance, market trends, shareholder feedback, and input from the CEO and non-employee directors.
• newThe Committee then approves any changes to compensation elements and assesses total compensation holistically to ensure alignment with the Company’s philosophy and strategic objectives.
• new38 Thermo Fisher Scientific 2026 Proxy Statement
• newType Element Objectives Base salary • Provide market competitive, fixed compensation for day-to-day responsibilities, taking into account the individual’s level of responsibility, time in role, and the criticality of their position Annual incentive • Promote, incentivize and reward the achievement of key strategic and financial performance measures; promote retention • Drive achievement of key corporate performance goals Long-term incentives Performance-based restricted stock units • Designed to encourage executives to achieve strong goals in key performance metrics selected to drive long-term performance and shareholder value creation • Encourage equity ownership and executive retention, reinforce the need for long-term sustained financial performance and align the interests of management and shareholders For more information on our long-term incentive mix philosophy, see “2025 annual equity award mix” on page 43.
• changedStock options • Promote the long-term value-creating actions necessary to increase the market value of stock, as award only provides value if our stock price appreciates; promote long-term retention •Stock-basedincentivecompensationthatvestsin4equalannualinstallmentsTime-based restricted stock units • Promote long-term retention, stock ownership, and alignment of interests with shareholders •Stock-basedincentivecompensationthatvestsover3.5years
• new• Our compensation program is designed to effectively align with the Company’s operating plan and long-term business strategy, focused on driving a balanced mix of top-line and bottom-line financial results, along with a set of strategic initiatives designed to motivate management to achieve key business objectives that are critical for advancing our growth strategy.
• changed• We deliver a significant achievethisbydeliveringthemajority of compensation in the form of at-risk variable pay that is directly tied to clearly articulated strategic and financial performance measures.
• changed• To ensure alignment with shareholder value creation creation,we also assess TSR relative to the 2025 2024TSR Peer Group.
• newThermo Fisher Scientific 2026 Proxy Statement 39
• newPeer groups
• newThe Committee has historically used two peer groups: the compensation peer group and the total shareholder return peer group (“TSR Peer Group”):
• new• The compensation peer group is used to ensure alignment with our goal of providing market-competitive compensation programs.
• newThe compensation peer group is used to benchmark executive compensation practices and pay levels against size- appropriate and business relevant companies with which we compete for talent, both inside and outside of our industry.
• new• The TSR Peer Group is used to measure our relative performance, including for determining relative performance in our PRSU awards.
• newThe TSR Peer Group is made up of the companies in our the compensation peer group, supplemented by a set of historically high performing companies outside of our compensation peer group.
• newBeginning in 2026, the Committee revised the PRSU design so that relative TSR performance will be measured against the S&P 500 index.
• newDetermining our peer groups
• newEach year, the Committee, in consultation with its independent compensation consultant, reviews which peer companies it believes best serve as a reference point for the company based on several factors including industry, revenue, market capitalization, and operational complexity.
• newIn July 2024, the Committee conducted its annual review of the compensation peer group and the TSR Peer Group for the 2025 compensation program.
• changedInJuly2024,The Committee conducteditsannualreviewofthePeerGroupandremoved 3M Company from the compensation ourpeer group Group,due to a recentdivestiture which reduced its relevance to the Company from an industry and revenue perspective.
• newThe Committee determined the 2025 TSR Peer Group would remain unchanged from 2024 TSR Peer Group.
• changed2025 2024TSR PEER GROUP Compensation Peer Group 3MCompanyCiscoSystems,Inc.MerckKGaAAbbott Laboratories AbbVie CSXCorporationNIKE,Inc. Amgen AbbVieInc. Becton Dickinson and Company Bristol-Myers Squibb Broadcom DanaherCorporationPepsiCo,Inc. Cisco Systems, AmgenInc. Danaher Corp Eli Lilly Lilyand Company Pfizer,Inc.AstraZenecaplcGilead Sciences Inc.StrykerCorporationAutomaticDataProcessing,Inc. Honeywell International Inc. Johnson & Johnson Medtronic, plc Merck & Co, Inc. NIKE, Inc. PepsiCo, Inc. Pfizer, Inc. Texas Instruments Inc. The Procter & Gamble Co. 3M IncorporatedBecton,DickinsonandCompany AstraZeneca plc Automatic DataProcessing, Inc. Boston Scientific Corp. CSX Corporation IQVIA Holdings Inc. Merck KGaA Stryker Corporation The Boeing Company BostonScientificCorp.Johnson&JohnsonThe PNC FinancialServices FinancialServicesGroup, Inc.Bristol-MyersSquibbCompanyMedtronic,Inc.TheProcter&GambleCompanyBroadcomInc.Merck&Co.,Inc.ThermoFisherScientificInc.
• changedOur positioning relative to the compensation peer group Group.
• changedAt the time of the Committee’s thisreview in July 2024, the compensation 2025peer group companies ranged from 0.4x to 2.16x of Thermo Fisher’s revenue and 0.32x to 3.89x of our market capitalization.
• newThe Committee considers peer data to be a helpful reference to assess the competitiveness and appropriateness of our executive compensation program.
• newWhile the Committee seeks to ensure target compensation opportunities are established within a competitive range around the peer group median when setting target compensation levels, it applies business judgment and experience to determine individual compensation.
• changedThe individual positioning of pay will stillvary as the Committee takes into account a range of factors (e.g. tenure, experience, performance, scope of role) when determining pay levels.
• new40 Thermo Fisher Scientific 2026 Proxy Statement
• newThermo Fisher Scientific 2026 Proxy Statement 41
• changed2025 2024Compensation decisions and outcomes
• newThe Committee believes that it is important that each NEO receives a market-competitive base salary, taking into account tenure, experience, performance and expected contributions.
• newNamed Executive Officer 2024 Base Salary(1) 2025 Base Salary(2) Increase Marc N.
• newCasper $ 1,740,000 $ 1,800,000 3.4% Stephen Williamson $ 1,055,132 $ 1,107,889 5.0% Michel Lagarde $ 1,140,468 $ 1,174,682 3.0% Gianluca Pettiti $ 975,000 $ 1,050,000 7.7% Frederick Lowery $ 900,000 $ 940,000 4.4% (1) As in effect on December 31, 2024.
• changed(2) (1)As in effect on December 31, 2025. 2023.
• newOur Annual Incentive Plan (AIP) incentivizes the Company’s performance against the annual operating plan, focused on organic revenue growth, adjusted net income and free cash flow (which together account for 70% of the award).
• newIn addition, the Committee uses a scorecard designed to hold executives accountable for efforts towards advancing key strategic initiatives, designed to drive meaningful growth over the long-term and effective execution of our capital deployment strategy (accounting for 30% of the award).
• newThe Committee believes this combination of financial, operating and strategic metrics reflects the appropriate balance of driving both top- and bottom-line growth and motivating management to achieve key business objectives that are critical for advancing our growth strategy, as reflected below:
• changed35% MeasureWhyItMattersFinancialOrganic revenue growth* • Strong indicator of our long-term ability to drive shareholder value • Allows comparison of financial results to both acquisitive and non-acquisitive peer companies • Prevalent, industry-relevant measure of growth 30% Adjusted net income* • Reflects achievement of our strategic goals by encouraging efficient operations and resource allocations, in order to maximize earnings relative to the revenue environment • Ensures all employees can contribute to the success of the Company 5% Free cash flow* • Reflects quality of earnings and cash flows that may be reinvested in our businesses, used to make acquisitions, or returned to shareholders in the form of dividends and/or share repurchases 30% Non-FinancialAdvancingourStrategic goals position• Incentivizes executives to support our commitment to matters of strategic importance to support •Supportsthe Company’s sustainable, long-term performance PositionCompanytodrivemeaningfulgrowthinrevenueandadjustedoperatingincomethroughthestrategicplanhorizon• Strong indicator of our long-term ability to driveshareholdervaluebyeffectively meet meetingthe needs of our customers in all of the end markets that we serve Effectivelyexecutecapitaldeploymentstrategy• Aligns organizational focus and reinforces Properlymanagingthe importance of making progress on strategic initiatives that drive useofcapitalthroughacquisitions,dividends,sharerepurchasesanddebtrepaymentisofparamountimportancetotheCompany’slong-term value creation financialhealth
• newIn February of each year, the Committee sets annual performance goals based on the Company’s annual operating plan and 5-year strategic plan, which serve as the basis for the earnings guidance communicated to investors.
• changedThe annual operating plan builds on prior-year theprioryear’sresults and reflects isbasedonthe anticipated business environment.
• newThe Committee also considers external factors, including the Company and industry outlooks, historical and projected industry growth rates, and analyst performance expectations.
• changedAs a result, the Company’s goalsestablishedforourannual companyperformance measures are closely aligned with our annual corporateoperating plan, long-term strategy planand the financial objectives we communicate to investors.
• newEstablishing target levels.
• newThe Committee sets performance targets for each metric so that the target payout (100% of target bonus) reflects attractive financial performance achievable with strong execution.
• newAchieving payouts above target requires outstanding performance.
• newIn February 2025, the Committee established performance goals based on the Company’s operating plan and strategic outlook at that time.
• newAs the year progressed however, the Company operated in an environment characterized by significant uncertainty and an accelerated pace of change.
• newFollowing the first quarter, we updated our external guidance to reflect the anticipated impact of macroeconomic factors and the Company’s mitigating actions.
• newIn that context, the Committee carefully evaluated whether corresponding adjustments to the compensation metrics would be appropriate.
• newAfter thoughtful consideration, the Committee concluded that maintaining our established performance standards, and holding management to a heightened level of accountability, was in the best interests of shareholders.
• newSummary and discussion of 2025 AIP achievement

More changes truncated for legibility. Open the filings on SEC for full prose.