Thermo Fisher Scientific Inc DEF 14A, filed Apr 7, 2023

Thermo Fisher Scientific Inc. (TMO)

DEF 14A 2023-04-07

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Added on June 12, 2026

About this DEF 14A

Thermo Fisher Scientific Inc filed this DEF 14A on April 7, 2023.

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


CHECK THE APPROPRIATE BOX:
¨						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


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


			Dear Shareholder, Thank you for the confidence you have placed in Thermo Fisher Scientific. Our company’s success is propelled by a profound Mission – to enable our customers to make the world healthier, cleaner and safer. This inspires our 125,000 colleagues to bring their best each day because we know the work we do is helping our customers address some of the world’s greatest challenges. I’m very proud of what we achieved in 2022, as we continued to fulfill our Mission and delivered for all of our stakeholders. Our financial results in 2022 are a testament to the power of our Mission and the passion of our extraordinary team. During the year, we grew our revenue by 15 percent to $44.92 billion. We also delivered strong earnings results, consisting of GAAP diluted earnings per share (“EPS”) of $17.63 and adjusted EPS* of $23.24, and we generated very strong free cash flow* of $6.94 billion. We also returned significant capital to our shareholders through $3.5 billion of stock buybacks and dividends. Our continued success is propelled by our proven growth strategy, which consists of three pillars: •Developing high-impact, innovative new products •Leveraging our scale in high-growth and emerging markets •Delivering a unique value proposition to our customers In 2022, we invested $1.5 billion in research and development, we executed on the capacity and capability investments we’ve made over the past three years, and we successfully integrated PPD to create even more value for our pharmaceutical and biotechnology customers. All of this will create an even brighter future for Thermo Fisher. As a Mission-driven company, we are also committed to creating a brighter future for society overall, and I’m proud of the progress we made during the year on our sustainability priorities: •We reduced our carbon footprint and finalized power purchasing agreements to accelerate our transition to 100% renewable energy for our U.S. operations •We increased our greenhouse gas emissions reduction target to achieve a 50% reduction by 2030 for our operations •Our Foundation for Science supported students around the world with STEM education programs, and we became the title sponsor of the premier middle school STEM competition in the U.S. •Our colleagues collectively volunteered more than 120,000 hours to advance STEM education and support their communities Doing business the right way includes doing right by our colleagues. Based on our strong performance in 2022, we reinvested in our team and made two special payments to non-executive colleagues to help offset the impact of inflation. We were also recognized throughout the year for our industry leadership and inclusive culture. So, once again, it was a great year for Thermo Fisher. On behalf of our global team, thank you for your support of Thermo Fisher Scientific. We look forward to your attendance at our 2023 Annual Meeting of Shareholders on May 24, 2023 at 1:00 p.m. (ET). Sincerely,


Our financial results in 2022 are a testament to the power of our Mission and the passion of our extraordinary team.”



			Marc N. Casper Chairman, President and Chief Executive Officer April 7, 2023
* Adjusted EPS and free cash flow are financial measures that are not prepared in accordance with generally accepted accounting principles (“GAAP”). Appendix A to this Proxy Statement defines these and other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.


Company overview		4
Corporate g overnance		8
	Election of directors	8
Director selection		14
Active Board refreshment		15
Board leadership structure		17
Board committees		18
Key areas of Board o versight		20
S hareholde r engagement		23
Other practices, policies and processes		24
Contacting the Board of Directors		25
Accessing our governance documents		25
Compensation of directors		26
Director summary compensation table		27
Executive c ompensation		28
	A pprov a l of an a dvisory vote on executive compensation	28
	A pproval of an a dvisory vote on the frequency of future executive compensation advisory votes	29
Compensation discussion and analysis		30
Compensation Committee report		43
Executive compensation tables		44
CEO pay ratio		54
Pay versus p erformance		55
Audit m atters		58
	Ratification of the selection of the independent auditors	58
Review and engagement		58
Independent auditor fees		58
Audit Committee’s pre-approval policies and procedures		59
Audit Committee report		59
Equity plan proposals		60
	Approval of th e Amended and Restated 2013 Stock Incentive Plan	60
	Approval of the 2023 Global Employee Stock Purchase Plan	64
Information about stock ownership		67
Security ownership of certain beneficial owners and management		67
Equity compensation plan information		68
Voting and meeting information		69
Virtual annual meeting		69
Voting information		69
Proxy solicitation and distribution		71
Submitting 2024 proposals		72
Appendix A: Reconciliation of GAAP to non-GAAP financial measures		73
Appendix B: Amended and Restated 2013 Stock Incentive Plan		75
Appendix C: 2023 Global Employee Stock Purchase Plan		83



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 24, 2023




	Frequently Requested Information

	Board Diversity	15

	Board Leadership Structure	17

	Board Self-Evaluation	16

	Board Skills and Experience	9

	CEO Pay Ratio	54

	Clawback Policy	43

	Committees of the Board	18

	Components of Our Compensation Program	31

	Named Executive Officers	30

	Oversight of Cybersecurity and Information Technology	22

	Oversight of ESG	22

	Oversight of Risk and Strategy	20

	Peer Group	42

	Policy on Hedging and Pledging	43

	Shareholder Engagement Program	23

	Stock Ownership Guidelines	43

	Summary Compensation Table	44



Thermo Fisher Scientific Inc. 168 Third Avenue, Waltham, MA 02451 USA thermofisher.com


Thermo Fisher Scientific Inc. (also referred to in this document as “Thermo Fisher,” “we,” “us,” “our,” 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.	Industry-leading scale •Exceptional commercial reach •Unique customer access •Extensive global footprint •Diversified revenue base •Very strong recurring revenue mix Unmatched depth of capabilities •Leading innovative technologies •Deep applications expertise •Premier productivity partner •Comprehensive pharma services offering	>$40B revenue >125,000 colleagues $1.5B R&D investment




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.
			Healthier
Advancing promising new drugs
			Cleaner
Uncovering clues about our changing climate
			Safer
Ensuring safe drinking water



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.
			Integrity
Honor commitments, communicate openly and demonstrate the highest ethical standards
			Intensity
Be determined to deliver results with speed, excellence and a passion to succeed
			Innovation
Create value by transforming knowledge and ideas into differentiated products and services for our customers
			Involvement
Make connections to work as one global team, embracing unique perspectives and treating others with dignity and respect




			Corporate social responsibility As the world leader in serving science, we bring our Mission to life in the work we do to make a difference for our customers and for society. We are uniquely positioned to contribute to a sustainable future with a global team of more than 125,000 dedicated colleagues that helps our customers discover new therapies and medicines, protect the environment, make sure our food is safe and advance science through thousands of other bold projects that improve millions of lives. Our approach to sustainability is built on a framework of four key pillars – Operations, Colleagues, Communities and Environment – that reinforce our Mission, are foundational to our business strategy and reflect our commitment to all stakeholders. By taking deliberate actions today that address ESG risks, impacts and opportunities, we are strengthening our business for tomorrow’s customers, colleagues and communities.
						Operations
			The products, technologies and services we provide to our customers help them tackle some of the world’s greatest societal and environmental challenges. Our unwavering commitment to the highest ethical, quality, safety and sourcing standards drives the operational integrity to support their success, deliver greater value and build a brighter future.
						Colleagues
			Our colleagues bring outstanding talent and passion every day. To reach our full potential as one global team, we are continuing to build a workforce that reflects the rich diversity of the world around us, fostering a vibrant and inclusive culture and creating the growth opportunities and pathways that allow colleagues to build meaningful careers at Thermo Fisher.
						Communities
			We are deeply committed to delivering local impact on a global scale in support of the communities where we live and work. Enabled by our Foundation for Science, we leverage the aspects of our business that uniquely position us to advance STEM education and health equity as drivers of economic and social opportunity that are key to building a brighter future.
						Environment
			As we innovate to serve our customers, we actively work to minimize environmental impacts across our operations and value chain. Our approach to climate, nature and sustainable design engages customers and suppliers to amplify collective progress. Our climate strategy aligns with the Paris Agreement, the 1.5°C pathway and the Science Based Targets initiative’s Net-Zero Standard. We have set a goal to achieve net zero greenhouse gas (“GHG”) emissions across our value chain by 2050 with two interim targets that drive near-term progress: by 2030, we will reduce Scope 1 and Scope 2 GHG emissions by more than 50% from a 2018 base year, and by 2027, we will engage 90% of suppliers, by spend, to set their own science-based targets.
			For more information regarding the Board’s oversight of corporate social responsibility matters, see “Oversight of ESG” on page 22.


	Proven Growth Strategy

Revenue 15% Growth
		Commitment to high impact innovation •Innovation is a significant element of our proven growth strategy and central to enabling our customers in the development and scaling of major scientific advancements •In 2022 we launched many outstanding new products across our businesses that strengthen our industry leadership and drive strong returns on investment Scale in high growth emerging markets •Leveraging our scale and leading commercial infrastructure in high growth emerging markets is a key competitive differentiator •We offer outstanding supply chain capabilities and localized research and development and manufacturing to key markets as well as provide a unique customer experience and industry leading e-commerce platform Unique customer value proposition •We help our customers accelerate innovation and enhance their productivity with a unique product and service portfolio •Our unparalleled customer access and trusted partner status differentiates us from peers, allowing us to increase share of wallet with existing customers and win new business •We are continuously enhancing our offering through organic investments and strategic acquisitions


2022 shareholder engagement
Our Board and management team are committed to engaging with and listening to our shareholders. During 2022, we contacted shareholders representing approximately 50% of our outstanding shares to solicit their feedback. During these meetings, we discussed a number of topics, including corporate governance practices, executive compensation and environmental and social issues. We asked our shareholders for their feedback to ensure that we had firsthand knowledge of their perspectives and any concerns related to our current practices. This dialogue has informed our Board and led to enhancements that help us address the issues that matter most to our shareholders.



Marc N. Casper			Chairman, President and CEO


Age: 55 Director since: 2009 Committees: Strategy and Finance, Science and Technology			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: •Synopsys, Inc. PREVIOUSLY HELD DIRECTORSHIPS: •U.S. Bancorp
			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’s 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.



Nelson J. Chai			Independent


Age: 57 Director since: 2010 Committees: Audit (Chair), Nominating and Corporate Governance			PROFESSIONAL HIGHLIGHTS •CFO, Uber Technologies Inc. (2018 - Present) •President and CEO, The Warranty Group (2017 - 2018) OTHER CURRENT DIRECTORSHIPS: •None
			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 technology platform, 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.



Tyler Jacks


Age: 62 Director since: 2009 Committees: Strategy and Finance, Science and Technology (Chair)			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.
			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.



Ruby R. Chandy			Independent


Age: 61 Director since: 2022 Committees: Audit			PROFESSIONAL HIGHLIGHTS •President, Pall Industrial, Pall Corporation (2012 - 2015) •Previously held various roles at Thermo Fisher (2001 - 2007) OTHER CURRENT DIRECTORSHIPS: •DuPont de Nemours Inc. and Flowserve Corporation PREVIOUSLY HELD DIRECTORSHIPS: •Ametek, Inc.
			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 roles as President of the Industrial Division of Pall Corporation, and as Chief Marketing Officer of Rohm and Haas, a manufacturer of specialty chemicals that was acquired by Dow Chemical Company in 2009. She brings experience in executive management, marketing, strategy, international growth, innovation, and M&A, and has experience in relevant market segments, technologies, geographies, and business functions. Ms. Chandy brings valuable board-level experience from her many years serving on public company boards.



C. Martin Harris			Independent


Age: 66 Director since: 2012 Committees: Nominating and Corporate Governance, Science and Technology			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 •Interim Vice President for Medical Affairs (2021 - Present) OTHER CURRENT DIRECTORSHIPS: •Agiliti, Inc., Colgate-Palmolive Company and MultiPlan Corporation PREVIOUSLY HELD DIRECTORSHIPS: •HealthStream Inc., Invacare Corporation
			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.



R. Alexandra Keith Independent


Age: 55 Director since: 2020 Committees: Compensation, Nominating and Corporate Governance			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
			DIRECTOR QUALIFICATIONS Ms. Keith brings a unique and valuable perspective to the Board. She has spent her 30-plus year career at Procter & Gamble, a global consumer products company. Her career started in manufacturing, logistics, innovation planning, and marketing, then continued into various management and senior leadership roles prior to becoming CEO, P&G Beauty in 2019. In 2021, Ms. Keith was appointed Executive Sponsor for Corporate Sustainability, where she works alongside P&G’s Chief Sustainability Officer to guide the company’s sustainability progress. Ms. Keith also brings to the Board executive management and strategic leadership skills, financial expertise and M&A experience.



James C. Mullen


Age: 64 Director since: 2018 Committees: Strategy and Finance			PROFESSIONAL HIGHLIGHTS •Editas Medicine, Inc. •Executive Chair of the Board (2022 - Present) •Chairman, President and Chief Executive Officer (2021 - 2022) •Chief Executive Officer, Patheon N.V. (2011 - 2017) OTHER CURRENT DIRECTORSHIPS: •Editas Medicine, Inc. PREVIOUSLY HELD DIRECTORSHIPS: •Insulet Inc. and Patheon N.V.
			DIRECTOR QUALIFICATIONS Mr. Mullen brings valuable industry knowledge to the Board, due to his 35-plus years of extensive management experience and his senior leadership background in the pharmaceutical and biotechnology industries. Mr. Mullen currently serves as Executive Chair of the Board of Directors 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.



Lars R. Sørensen			Independent


Age: 68 Director since: 2016 Previously served as a director: 2011 - 2015 Committees: Nominating and Corporate Governance (Chair), Strategy and Finance			PROFESSIONAL HIGHLIGHTS •Ferring Pharmaceuticals SA •Executive Chairman (2022 - Present) •Chairman (2021 - 2022) •President and CEO, Novo Nordisk A/S (2000 - 2016) OTHER CURRENT DIRECTORSHIPS: •Essity Aktiebolag PREVIOUSLY HELD DIRECTORSHIPS: •Carlsberg AS
			DIRECTOR QUALIFICATIONS Mr. Sørensen brings to the Board valuable strategic leadership skills, financial expertise, industry background, and international experience as a result of his current role as Executive Chairman of Ferring Pharmaceuticals, a multinational biopharmaceutical company, and his previous 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.



Debora L. Spar			Independent


Age: 59 Director since: 2019 Committees: Audit, Strategy and Finance (Chair)			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) OTHER CURRENT DIRECTORSHIPS: •None PREVIOUSLY HELD DIRECTORSHIPS: •Goldman Sachs and Northern Star Acquisition Corp.
			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 has served as President and CEO of the Lincoln Center for the Performing Arts and as President of Barnard College. Dr. Spar also brings valuable experience serving on public company boards.



Scott M. Sperling, Lead Director		Independent


Age: 65 Director since: 2006 Committees: Compensation	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
	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.



Dion J. Weisler			Independent


Age: 55 Director since: 2017 Committee: Audit, Compensation (Chair)			PROFESSIONAL HIGHLIGHTS •President and CEO, HP Inc. (2015 - 2019) OTHER CURRENT DIRECTORSHIPS: •BHP and Intel Corporation PREVIOUSLY HELD DIRECTORSHIPS: •HP Inc.
			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 other public company boards.



						ESTABLISH NOMINEE CRITERIA •The N&CG Committee, together with the full Board, prioritizes experiences and attributes that will support the Company’s business and strategy, and complement the Board’s current composition, including with respect to diversity, skills and experience, taking into consideration the Company’s general criteria for director nominees set forth in the Company’s Corporate Governance Guidelines. The N&CG Committee believes that the backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities that assist the Board in fulfilling its responsibilities


						SEARCH FOR NOMINEE •The N&CG Committee engages in a search process to identify qualified candidates, which process may include the use of an independent search firm, and assesses candidates’ skills, experience and alignment with the Company’s business and strategy


						REVIEW CANDIDATE’S HISTORY •The activities and associations of candidates are reviewed for any legal impediment, conflict of interest or other consideration that might prevent or interfere with service on our Board


						EVALUATE CANDIDATE •Director candidates are interviewed by members of the N&CG Committee and other members of the Board


						RECOMMEND CANDIDATE FOR ELECTION •After completing its evaluation, the N&CG 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


						ELECT NOMINEE •The shareholders of the Company consider the nominees and elect directors by a majority vote to serve one-year terms


The N&CG Committee annually assesses the composition of the Board, and in connection with the Board’s nomination of a slate of directors, assesses such matters as the experiences and diversity represented on the Board. In addition, under our Corporate Governance Guidelines, any director who reaches the age of 72 will retire from the Board effective at the end of his or her then current term. On the recommendation of the N&CG Committee, the Board may waive this requirement if it deems a waiver to be in the best interests of the Company. In furtherance of the Board’s active role in refreshment and succession planning, since 2017, the Board has appointed 5 new directors, and 5 directors have retired, including Mr. Manzi, who is not standing for reelection this year. As a result of the Board’s ongoing refreshment, the average tenure of the Board has decreased to 8.8 years.
	Refreshment since 2017:
		5 new directors added to the Board 3 new directors are female 5 directors retired, including Mr. Manzi
	Skills and experiences added:
		•digital and information technology •industry experience •CEO experience •global experience •public company board experience



						PROCESS DECISION •N&CG Committee considers options for the format of the Board self-evaluation process during the July Board meeting. For 2022, the N&CG Committee decided to have the Chair of the N&CG Committee conduct the Board self-evaluation (committee evaluations were conducted by each committee chair)


						EVALUATION SURVEY •Questions were sent by the N&CG Committee Chair to each director to solicit feedback on various topics related to the Board •Questions were sent by each of the committee chairs to each committee member


						ONE-ON-ONE DIRECTOR DISCUSSIONS •Individual calls with the N&CG Committee Chair were held with each director to obtain candid feedback for Board evaluation


						GROUP DISCUSSION •Discussion of overall Board evaluation was led by the N&CG Committee Chair •Summary of assessment was provided to the N&CG Committee, and then to the Board •Committee evaluations were led by each committee chair during committee meetings and reported to the full Board


						FEEDBACK COMMUNICATED AND ACTED UPON •Feedback was provided to management by the N&CG Committee Chair on areas for improvement •Changes were implemented



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, succession planning and onboarding of new directors •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


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 Chief Executive Officer (“CEO”) and other senior management, including diversity and inclusion •Candor of communications with the CEO and other senior management


Key findings and takeaways						•Prioritized criteria for recruitment of director nominees •Affirmed the effectiveness of the Board’s current leadership structure •Affirmed the importance of inclusion of senior business leaders at Board dinners to foster increased oversight, talent development and collaboration with management •Restructured the annual strategy review session to allow for additional time for discussion on corporate strategy



Audit Committee		Meetings in 2022: 12	Report: Page 59



Nelson J. Chai (Chair)	Ruby R. Chandy	Debora L. Spar	Dion J. Weisler

•All members are independent, financially literate. •The Board has determined that Messrs. Chai and Weisler each qualify as an Audit Committee financial expert.


KEY RESPONSIBILITIES AND AREAS OF OVERSIGHT •integrity of the Company’s financial statements •compliance with legal and regulatory requirements •independent auditor’s qualifications, independence, and performance •performance of the Company’s internal audit function •external reporting on CSR matters, in coordination with the N&CG Committee •cybersecurity and information technology risks and programs, including data privacy •risk assessment and risk management policies, including governing guidelines and policies •major financial risk exposures and steps taken to monitor and control such exposures •procedures for complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters



Compensation Committee		Meetings in 2022: 7	Report: Page 43



Dion J. Weisler (Chair)	R. Alexandra Keith	Jim P. Manzi(1)	Scott M. Sperling

•All members are independent.


KEY RESPONSIBILITIES AND AREAS OF OVERSIGHT •compensation matters for the CEO and other officers •management succession plans •administration of incentive compensation and equity-based plans •risk assessments of the Company’s compensation policies and practices •annual report on executive compensation •review and recommendation of director compensation •appointment and compensation of third party compensation consultant


Ongoing Collaboration	Stakeholder Engagement	Regularly Informed

Our directors have frequent interactions with each other, senior management and key employees globally on topics such as strategy, performance, risk management, culture and talent development.	Our Board values the input of our shareholders and receives periodic updates on shareholder engagement led by management. Our Board also responds to and participates in communications where appropriate. From time to time, directors participate in direct engagement with our shareholders to discuss specific matters of mutual importance.	Our CEO provides our Board with periodic updates on major business developments, milestones, important internal initiatives and communications. In addition, the Board receives and reviews information on significant developments, press coverage, and current events that relate to our business, our employees, and our industry.


The Board is committed to oversight of the Company’s business strategy and strategic planning, including work embedded in 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.



Board The Board has oversight responsibility for the systems established to report and monitor the most significant risks applicable to 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. Rather, 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. The Board administers its risk oversight role directly and through its committee structure and the committees’ regular communications with the full Board. The Board reviews risks including: •strategic, financial, economic, and execution risks and exposures associated with our operations and strategy •senior management succession planning •matters that may present material risk to our business, industry, operations, financial position, or cash flows, and, as applicable, significant transactions •legal, quality, and regulatory risks and other matters that may present material risk to our prospects or reputation, including those related to our global operations The Board also has a formal, annual discussion of the Company’s findings from its enterprise risk management (“ERM”) program, a global process for considering a broad range of risks to the Company.


The committees report back to the full Board at each regular meeting, and 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.


Assessing director independence Director independence The Company’s Corporate Governance Guidelines require a majority of our directors, and each member of the Audit Committee, Compensation Committee and N&CG Committee, to satisfy the independence criteria of the applicable NYSE listing standards. The Board has determined that all of our directors (other than Messrs. Casper and Mullen and Dr. Jacks) are independent (including, where applicable, with regard to the enhanced criteria with respect to members of the Audit Committee and the Compensation Committee). Relationships and transactions considered for director independence The Board considered the following relationships and transactions in making its determination that all directors (other than Messrs. Casper and Mullen and Dr. Jacks) are independent.						INDEPENDENCE


Annual cash retainers
Lead Director	$	165,000		•Employee Directors. No additional compensation •Time of payment. Quarterly installments •Additional expenses. Out-of-pocket expenses incurred for attending Board and committee meetings are reimbursable
All other non-employee directors	$	125,000
Committee Fees
•Audit Committee Chair	$	25,000
•Compensation Committee Chair
•Nominating & Corporate Governance Committee Chair	$	20,000
•Science and Technology Committee Chair
•Strategy and Finance Committee Chair
Annual equity grant
All non-employee directors	$	200,000	*	•Equity grant vesting schedule. The earlier of the anniversary of the grant date or the Company’s next annual meeting of shareholders