THERMO FISHER SCIENTIFIC INC.
For the period ended May 20, 2026. Filed Apr 7, 2026.
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May 20, 2026 · Filed Apr 7, 2026
Contents
Director time commitments policy
| The Board believes that service on other public company boards can provide directors with valuable experience that benefits Thermo Fisher. However, such service also requires significant commitment of time and attention. Accordingly, directors are expected to ensure they have sufficient capacity to fulfill their responsibilities to the Company. The Board’s policy, which is included in our Corporate Governance Guidelines: • Limits outside public board service to three boards (or two for directors who are executive officers of a public company), in addition to the Company. • Limits Audit Committee members to service on no more than two other public company audit committees. • Provides that the continuation on the Board of any director that materially changes his or her current position or job responsibilities, is a matter to be decided in each individual instance by the Board, upon recommendation of the N&CG Committee. How the policy was applied to Ms. Johnson. Ms. Johnson is the CEO of Franklin Resources, Inc., which is a global investment management holding company operating through its subsidiaries. In her capacity as CEO, she serves on the holding company board and also the boards of certain of its funds, which are registered as investment companies and are managed or advised by subsidiaries of Franklin Resources, Inc. Since Ms. Johnson’s responsibilities as a board member of these companies are integrally related to her role as CEO of Franklin Resources, Inc., the Board believes that this board service does not meaningfully increase her time commitments or fiduciary duties, as would be the case with service on unaffiliated public company boards. | DIRECTOR no more than 3 other public company boards | |
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| PUBLIC COMPANY EXECUTIVE OFFICER no more than 2 other public company boards | ||
| AUDIT COMMITTEE no more than 2 other public company audit committees |
Director orientation and education
New director orientation. We provide our new directors with a comprehensive orientation to familiarize them with our business and strategic plans, significant financial, accounting and risk management matters, human capital management programs, compliance programs and other controls, policies, principal officers and internal auditors, and our independent registered public accounting firm. The orientation also addresses Board procedures, our Corporate Governance Guidelines and our Board committees. Directors who will be serving as committee members receive orientation specific to the committees on which they will serve.
Educational sessions. Throughout the year, management provides regular presentations to the Board and its Committees on Thermo Fisher’s strategy, business performance, financial results, legal and compliance matters, and other key developments affecting the Company. These updates also include emerging topics of importance to our business and stakeholders, such as AI and technological innovation. Directors are welcome to attend meetings of Committees of which they are not a member. Periodically, the Board also visits Thermo Fisher manufacturing facilities to deepen their understanding of our business.
Continuing director education. Each director is expected to be involved in continuing director education on an ongoing basis to enable better performance of duties, and to recognize issues that arise.
| 20 | Thermo Fisher Scientific 2026 Proxy Statement |
Annual evaluation process
Each year, our Board conducts a self-evaluation in order to assess its own effectiveness and dynamics, and identify areas for enhancement. Our Board’s annual self-evaluation also is a key component of director succession planning.
The N&CG Committee reviews and determines the overall process, scope, and content of our Board’s annual self-evaluation each year. For 2025, the evaluation was conducted by the N&CG Committee Chair. Each of our Board committees also conducts a separate self-evaluation annually which is led by the respective committee chair.
The following chart reflects the key components of the Board’s annual self-evaluation process. Additional information on the topics covered in the scope of the evaluation, and feedback and actions resulting from the evaluation, is included below.
| 1 | Process decision | BOARD FEEDBACK AND CHANGES IMPLEMENTED | |
| • N&CG Committee considers options for the format of the Board self-evaluation process during the July Board meeting, including whether it is appropriate for the evaluation to be conducted internally or by an independent consultant. For 2025, the N&CG Committee Chair conducted the Board self-evaluation and committee evaluations were conducted by each committee chair. | |||
| 2 | Written questionnaires | • Enhanced focus on management succession planning • Provide interactive educational sessions focused on key Company products and their strategic relevance • Increased focus on site visits to enhance oversight of the Company’s products, services and operations • Affirmed the effectiveness of the Board’s strategic oversight • Affirmed the format of Board materials and management reporting, enhancing the monitoring of strategy and operations | |
| • A written questionnaire is sent to each director to solicit written feedback on various topics related to Board performance and effectiveness • Questions are sent to each committee member to solicit feedback on committee performance and effectiveness • Topics include Board and committee roles, effectiveness, agendas and materials; Board and Committee composition and performance; and strategy and risk oversight | |||
| 3 | One-on-one director discussions | ||
| • The N&CG Committee Chair holds individual calls with each director to discuss responses to the written questionnaire and obtain candid feedback for the Board evaluation | |||
| 4 | Group discussion | ||
| • Discussion of the overall Board evaluation is led by the N&CG Committee Chair, with a report provided to the N&CG Committee, and then to the full Board • Committee evaluations are led by each committee chair during committee meetings and reported to the full Board | |||
| 5 | Feedback communicated and acted upon | ||
| • Feedback is provided to the Board and management by the N&CG Committee Chair on areas for improvement • Changes are implemented | |||
| Thermo Fisher Scientific 2026 Proxy Statement | 21 |
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