THERMO FISHER SCIENTIFIC INC (TMO)
Sector: Health Care
2026 Annual Meeting Analysis
THERMO FISHER SCIENTIFIC INC · Meeting: May 20, 2026
Directors FOR
2
Directors AGAINST
9
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and executive director with long tenure, Casper is subject to the TSR trigger; TMO's 3-year stock return of -14.7% trails the company-disclosed peer group median by 35.6 percentage points, well above the 20-point threshold that applies when absolute returns are negative, and the 5-year gap of -18.0pp also exceeds the 20pp threshold so the 5-year mitigant does not rescue the vote.
Chai has served on the board well beyond 24 months and his tenure meaningfully overlaps the 3-year underperformance period; TMO's stock trailed the peer group median by 35.6 percentage points over three years against a 20-point trigger threshold, and the 5-year gap also exceeds the threshold, so no mitigant applies.
Chandy's tenure meaningfully overlaps the underperformance period; TMO's 3-year stock return trailed peers by 35.6 percentage points against a 20-point threshold, and the 5-year shortfall of 18.0pp likewise exceeds the threshold, leaving no basis for a mitigating override.
Harris has served well beyond 24 months and his tenure fully overlaps the underperformance window; the 35.6-percentage-point 3-year peer gap exceeds the 20-point trigger, and the 5-year gap of 18.0pp also exceeds that same threshold, so the longer-term record does not provide relief.
Jacks is a long-tenured director whose service fully overlaps the underperformance period; the 3-year peer underperformance of 35.6pp exceeds the 20pp trigger, and the 5-year gap of 18.0pp also exceeds the same threshold, so no mitigant applies.
Johnson's tenure on the board overlaps the underperformance period; the 35.6pp 3-year peer gap clears the 20pp trigger, and the 5-year shortfall of 18.0pp also exceeds the threshold — the board's own explanation that her Franklin Resources fund board seats are integral to her CEO role means she holds effectively one outside board seat (TMO), so no overboarding issue, but the TSR trigger fires independently.
Spar has served well beyond 24 months and her tenure overlaps the full underperformance period; the 35.6pp 3-year peer gap exceeds the 20pp trigger, and the 5-year gap of 18.0pp also exceeds the threshold, leaving no basis for a mitigating downgrade.
Sperling is a long-tenured director and serves as Lead Director, meaning his tenure fully overlaps the underperformance period; the 3-year peer gap of 35.6pp exceeds the 20pp trigger and the 5-year gap of 18.0pp also exceeds the same threshold, so no mitigant applies.
Weisler has served beyond 24 months and his tenure overlaps the underperformance window; TMO's 3-year peer shortfall of 35.6pp exceeds the 20pp trigger for negative absolute returns, and the 5-year gap of 18.0pp also exceeds that threshold, so the longer track record provides no relief.
For Analysis
Keith joined the board in 2024 and has been a director for less than 24 months, placing her within the new-director exemption period under the policy; she is therefore not subject to the TSR underperformance trigger regardless of the company's recent stock performance.
Lynch joined the board in early 2025 and has served less than 24 months, so she falls within the new-director exemption and is not subject to the TSR trigger; her background as a former Fortune 10 healthcare CEO and CPA provides relevant financial and industry expertise.
Of the 11 nominees, 9 qualify for the TSR underperformance trigger (3-year peer gap of -35.6pp exceeds the 20pp threshold for negative absolute returns; 5-year gap of -18.0pp also exceeds the threshold so the mitigant does not apply), resulting in AGAINST votes for all long-tenured directors including the CEO; only R. Alexandra Keith and Karen S. Lynch are exempt as directors who joined within the past 24 months.
Say on Pay
✗ AGAINSTCEO
Marc N. Casper
Total Comp
$79,923,350
Prior Support
36%%
The 2025 say-on-pay vote received only about 36% support — far below the 70% threshold that requires visible corrective action before a FOR vote is warranted — and while the company made meaningful structural changes to the 2026 program (shifting to 3-year performance periods, adding ROIC, increasing performance-based stock awards to 50% for all executives), a $57.7 million one-time performance stock award granted to the CEO in May 2025 pushed his total reported pay to nearly $80 million, a level that is well above what a CEO at a $181 billion healthcare company would typically receive even under favorable performance conditions. Compounding this concern, TMO's stock has declined about 15% over the past three years while the company's own compensation peer group median rose roughly 21%, a gap of 35.6 percentage points that exceeds the policy's alignment threshold, meaning above-benchmark incentive pay was not justified by shareholder returns over this period.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP (PwC)
Tenure
N/A
Audit Fees
$34,820,000
Non-Audit Fees
$22,410,000
Non-audit fees (audit-related fees of $1.21M plus tax fees of $21.20M, totaling approximately $22.41M) represent about 64% of core audit fees of $34.82M, which exceeds the 50% threshold; however, the bulk of non-audit fees are tax compliance and advisory services that are common and expected for a $181B global company with complex international operations, and PwC is a Big 4 firm appropriate for TMO's size and complexity — on balance the fee ratio is elevated but driven by substantial recurring tax advisory work rather than a compromised consulting relationship, and auditor tenure is not disclosed so the tenure trigger cannot fire; vote FOR with a note on the elevated non-audit ratio.
Overall Assessment
The 2026 Thermo Fisher Scientific annual meeting presents a straightforward AGAINST on Say on Pay given the prior year's 36% support, a massive CEO retention grant, and sustained stock underperformance relative to peers; nine of eleven director nominees also receive AGAINST votes under the TSR underperformance trigger, with only the two newest directors (Keith and Lynch, both joining within the past 24 months) receiving FOR votes. The auditor ratification of PwC passes the key policy screens despite a non-audit fee ratio above 50%, which is driven by substantial but recurring international tax advisory work typical for a company of TMO's global scale.
Compensation Peer Group
29 companies disclosed in 2026 proxy filing