Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

From Our

President and Chief Executive Officer

168 Third Avenue

Waltham, MA 02451

Marc N. Casper

Thermo Fisher Scientific is a company that brings cutting-edge science to our customers, and this ultimately benefits people around the world. As we continue to successfully execute our growth strategy, we consider our progress each year as much more than a contribution to our financial strength. What we do as a company truly creates a reason for optimism, and that gives us purpose as defined by our Mission: to enable our customers to make the world healthier, cleaner and safer.

Over the course of the year, we continued our growth trajectory, achieved outstanding results for our customers and delivered significant value for our shareholders. Year-over-year, we grew revenue by 16% to $24.36 billion, GAAP operating income by 28% to $3.78 billion and adjusted operating income^* by 16% to $5.62 billion and achieved GAAP diluted earnings per share* growth of 30% to $7.24 per share and adjusted EPS growth of 17% to $11.12 per share.

We continued to successfully execute a proven growth strategy that consists of three pillars:

•   Investing $1 billion in R&D annually to fuel high-impact innovation,

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

•   Strengthening our capabilities to enhance our unique customer value proposition.

In addition, through our disciplined approach to capital allocation, we de-levered our balance sheet – reducing debt by $2 billion, completed $540 million in strategic acquisitions, and returned $775 million to our shareholders through stock buybacks and dividends.

Beyond our growth strategy, financial performance and day-to-day execution, our Mission is what defines us and inspires us. We can’t fulfill our Mission without exceptional performance, and we achieve that by employing more than 70,000 colleagues around the world.

Our teams are committed to making our company stronger through our Practical Process Improvement (“PPI”) Business System. PPI is our discipline for improving quality, productivity and customer allegiance – all of which are core to who we are and how we operate at Thermo Fisher Scientific. PPI helps us to translate ideas and goals into tangible acceleration of organic growth, margin expansion and enhanced cash flow.

With a Mission-driven purpose, our accomplishments create tremendous value for our customers, our colleagues and our shareholders. We ask for your voting support on the matters described in this proxy statement so we can continue to build on our strong foundation and extend our long track record of outstanding performance. On behalf of our colleagues, as well as our customers and communities globally, I thank you for your investment in Thermo Fisher Scientific.

Yours very truly,

MARC N. CASPER

President and Chief Executive Officer

April 9, 2019

Adjusted earnings per share (“EPS”) and adjusted operating income are financial measures that are not prepared in accordance with generally accepted accounting principles (“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.

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

DATE & TIME

Wednesday, May 22, 2019

1:00 p.m. (Eastern time)

LOCATION

Park Hyatt New York

153 West 57^th Street

New York, New York

RECORD DATE

March 27, 2019

Vote on an advisory resolution to approve executive compensation

Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2019

Consider any other business properly brought before the meeting

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

Thermo Fisher At A Glance

Who We Are

Our Mission

Our Values

How We Perform

Proxy Statement Summary

Voting Matters

Corporate Governance Highlights

Executive Compensation Highlights

Proposal 1: Election of Directors

Proposal Summary

Director Nominee Skills, Experience and Background

Nominees and Incumbent Directors

Corporate Governance

General/Overview

Director Nomination Process

Retirement Policy

How We Assess Director Independence

Relationships and Transactions Considered for Director Independence

How We Evaluate the Board’s Effectiveness

Board Diversity and Board Tenure

Director Attendance

Board Committees

Our Board’s Role in Risk Oversight

Executive Sessions

Shareholder Engagement

Communications from Shareholders and Other Interested Parties

Corporate Social Responsibility

Security Ownership

Public Policy Engagement and Political Participation

Related Person Transactions

Executive Compensation

Proposal 2 – Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Executive Summary

Compensation Design

Compensation Governance

2018 Compensation Decisions and Outcomes

Long-Term Incentives

Other Elements of Compensation

Additional Information

Compensation Committee Report

Summary Compensation Table

Long-Term Incentive Compensation

Pension Benefits

Nonqualified Deferred Compensation for 2018

Potential Termination Payments

Pay Ratio Disclosure

Director Compensation

Compensation Philosophy

Cash Compensation

Deferred Compensation Plan for Directors

Fisher Scientific International, Inc. Retirement Plan for Non-Employee Directors

Stock-Based Compensation

Matching Charitable Donation Program

Summary Director Compensation Table

Stock Ownership Policy for Directors

Audit

Proposal 3: Ratification of Selection of Independent Auditors

Independent Auditor Fees

Audit Committee’s Pre-Approval Policies and Procedures

Audit Committee Report

Voting and Meeting Information

Purpose of Annual Meeting

Voting Information

Proxy Solicitation and Distribution

Submitting 2019 Proposals

SEC Rule 14a-8

Advance Notice Bylaw

Proxy Access Nominations

Appendix A

THERMO FISHER AT A GLANCE

accelerate life sciences research,

solve complex analytical challenges,

improve patient diagnostics,

deliver medicines to market, and

increase laboratory productivity.

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

Revenue grew 16% to $24.36 billion

GAAP diluted EPS increased 30% to $7.24 and adjusted EPS* increased 17% to $11.12

GAAP operating income grew by 28% to $3.78 billion and adjusted operating income* grew by 16% to $5.62 billion

And we generated free cash flow* of $3.83 billion

Reducing debt by $2 billion to strengthen our balance sheet following our acquisition of Patheon in 2017

Deploying $540 million to complete strategic acquisitions, including a bioprocessing business which added complementary cell culture products to help our customers increase yield during production of biologic drugs

Returning capital of $775 million through $500 million of stock buybacks and increasing our dividend by 13% for a total of $275 million

High-impact innovation: We invested $1 billion in R&D in 2018 and launched a range of new products that strengthened our offering. Some examples include the Thermo Scientific Q Exactive UHMR mass spectrometer for life sciences research, the Ion GeneStudio S5 Series of next-generation sequencing systems and the Phadia 200 instrument for diagnosing allergies and autoimmune diseases.

Scale in high-growth and emerging markets: We continued our excellent growth momentum in emerging and high-growth markets, which now represent 21% of our total revenue, or about $5 billion. We achieved another very strong year in China, where we continued to expand our capabilities. We established a new commercial office and customer training center in Beijing and opened our first Bioprocess Design Center, in Shanghai, to support our customers’ development of biologic drugs.

Unique customer value proposition: We continued to strengthen our offering to help our customers accelerate innovation and enhance productivity. Our best example from 2018 is the successful integration of Patheon following our acquisition of the business a year ago. Adding these drug development and manufacturing services has significantly strengthened our offering for pharma and biotech customers. We can now support them at every stage of the drug lifecycle, from research, to development, through clinical trials, all the way to commercial production.

A clinical-stage biotech company is relying on our pharmaceutical services to help them develop a breakthrough treatment for two serious genetic metabolic disorders

We are providing 100 environmental monitoring systems to the cities of Tai’an and Binzhou in Shandong Province, China, to improve air quality

The U.S. Department of Homeland Security is using thousands of our personal radiation detectors to stop potential threats at American borders, airports, railways and coastlines

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.

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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Represents average TSR of companies included in our “Peer Group.” See page 45 for list of companies.

Represents average TSR of the S&P’s 500 Healthcare and S&P’s 500 Industrial Indices, weighted 70/30, respectively, to approximate the split of our revenue by the end market.

    4    

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

PROXY STATEMENT SUMMARY

PROPOSAL

Proposal 1: Election of directors (page 9)

ü

FOR

each nominee

Proposal 2: Approval of an advisory vote on executive compensation

(page 35)

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 2018.

ü

FOR

Proposal 3: Ratification of the selection of the

independent auditors

(page 77)

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 2019. 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.

ü

FOR

Board refreshment and diversity of background and skills remain key areas of focus for us, as evidenced by the recent addition of James Mullen to our Board

Our Bylaws provide for proxy access by shareholders

Our Chairman and CEO positions are separate

All of our directors are elected annually

In 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 or her resignation

Our shareholders have the right to act by written consent

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

Director

Committee

Memberships

 Marc N. Casper

Strategy and Finance

Science and Technology

 Nelson J. Chai

Audit

Nominating and Corporate Governance

 C. Martin Harris

Nominating and Corporate Governance

Science and Technology

 Tyler Jacks

Science and Technology

Strategy and Finance

 Judy C. Lewent

70

Former Chief Financial Officer, Merck & Co., Inc.

Strategy and Finance

 Thomas J. Lynch

Audit

Compensation

 Jim P. Manzi

67

Chairman of the Board of Directors, Thermo Fisher Scientific

N/A

 James C. Mullen

60

Former Chief Executive Officer, Patheon N.V. and Former Chief Executive Officer, Biogen Inc.

Strategy and Finance

 Lars R. Sorensen

Nominating and Corporate Governance

Strategy and Finance

 Scott M. Sperling

Compensation

Strategy and Finance

 Elaine S. Ullian

71

Former President and Chief Executive Officer, Boston Medical Center

Compensation

 Dion J. Weisler

51

President and Chief Executive Officer, HP Inc.

Audit

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

    7    

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.

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 total shareholder return relative to some of the highest performing companies in the S&P 500.

Learn more about our performance measures and why they matter on page 39.

CEO

Other Named Executive

Officers (Aggregate)

    8    

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

WHAT WE DO

WHAT WE DON’T DO

No tax gross ups

No plans that encourage excessive risk

No guaranteed pay increases

Regular shareholder engagement related to compensation

No guaranteed bonuses or equity awards

No dividends paid on equity awards prior to vesting

No hedging or pledging of Company stock

No excessive perquisites

No pension or SERPs (with the exception of legacy accumulated benefits from acquired companies)

PROPOSAL 1—ELECTION OF DIRECTORS

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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Marc N. Casper

President and CEO

Director Since: 2009

Professional Highlights:

^○    Thermo Fisher Scientific Inc.

^○    President and CEO (2009 - Present)

^○    Executive VP and COO (2008 - 2009)

^○    Executive VP (2006 - 2008)

^○   Thermo Electron Corporation

^○    Senior VP (2005 - 2006)

^○    Senior VP and President, Life and Laboratory Sciences Group (2003 - 2005)

^○    VP, Life and Laboratory Sciences Sector (2002 - 2003)

^○    VP, Life Sciences Sector (2001 - 2002)

Independent: No

Age: 51

Other current directorships:

^○    USBancorp

Experience:

Nelson J. Chai

Director Since: 2010

Professional Highlights:

^○    CFO, Uber Technologies Inc.
(2018 - Present)

^○    President and CEO, The Warranty Group (2017 - 2018)

^○    President, CIT Group (2011 - 2015)

^○    Executive VP, Chief Administrative Officer and Head of Strategy, CIT Group (2010 - 2011)

^○    President, Asia-Pacific, Bank of America Corporation (2008 - 2010)

^○    Executive VP and CFO, Merrill Lynch & Co. (2007 - 2008)

Independent: Yes

Age: 53

Other current directorships:

^○    None

Experience:

    12    

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

C. Martin Harris

Director Since: 2012

Professional Highlights:

^○    Associate VP and Chief Business Officer, University of Texas Austin, Dell Medical School (2016 - Present)

^○    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)

Independent: Yes

Age: 62

Other current directorships:

^○    Invacare Corporation

^○    HealthStream Inc.

^○    Colgate-Palmolive Company

Experience:

Tyler Jacks

Director Since: 2009

Professional Highlights:

^○    Investigator, Howard Hughes Medical Institute (2002 - Present)

^○    Massachusetts Institute of Technology, Koch Institute

^○    Director, Center for Cancer Research (2001 - Present)

^○    Professor, Department of Biology and Center for Cancer Research (2000 - Present)

Independent: No

Age: 58

Other current directorships:

^○    Amgen, Inc.

Experience:

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

    13    

Judy C. Lewent

Director Since: 2008

Professional Highlights:

^○    Merck & Co., Inc.

^○    Chief Financial Officer (1990 - 2007)

^○    Executive VP (2001 - 2007)

^○    President, Human Health Asia (2003 - 2005)

Independent: Yes

Age: 70

Other current directorships:

^○    Motorola Solutions, Inc.

^○    GlaxoSmithKline plc.

Experience:

Thomas J. Lynch

Director Since: 2009

Professional Highlights:

^○    TE Connectivity, Ltd.

^○    Chairman (2018 - Present)

^○    Executive Chairman (2017 - 2018)

^○    Chairman & CEO (2013 - 2017)

^○    Director; CEO (2006 - 2017)

Independent: Yes

Age: 64

Other current directorships:

^○    TE Connectivity Ltd.

^○    Cummins Inc.

^○    Automatic Data Processing, Inc.

Experience:

Jim P. Manzi

Chairman of the Board

Director Since: 2000

Chairman Since: 2007, and from January 2004 to November 2006

Professional Highlights:

^○    Chairman, Stonegate Capital (1995 - Present)

^○    Chairman, President and CEO, Lotus Development Corporation (1984 - 1995)

Independent: Yes

Age: 67

Other current directorships:

^○    None

Experience:

    14    

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

James C. Mullen

Director Since: 2018

Professional Highlights:

^○    Chief Executive Officer, Patheon N.V. (2011 - 2017)

^○    Chief Executive Officer, Biogen Inc. (2000 - 2010)

Independent: Yes

Age: 60

Other current directorships:

^○    Editas Medicine Inc.

Previously held directorships:

^○    Insulet Inc.

Experience:

Lars R. Sørensen

Director Since: 2016

Previously served as a director: 2011 - 2015

Professional Highlights:

^○    President & CEO, Novo Nordisk A/S (2000 - 2017)

Independent: Yes

Age: 64

Other current directorships:

^○    Essity Aktiebolag

Previously held directorships:

^○    Carlsberg AS

Experience:

Scott M. Sperling

Director Since: 2006

Professional Highlights:

^○    Co-President, Thomas H. Lee Partners, LP (1994 - Present)

Independent: Yes

Age: 61

Other current directorships:

^○    Agiliti Health, Inc.

^○    iHeart Media, Inc.

^○    The Madison Square Garden Company

Experience:

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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Elaine S. Ullian

Director Since: 2001

Professional Highlights:

^○    President & CEO, Boston Medical Center (1996 - 2010)

Independent: Yes

Age: 71

Other current directorships:

^○    Vertex Pharmaceuticals, Inc.

Previously held directorships:

^○    Hologic Inc.

Experience:

Dion J. Weisler

Director Since: 2017

Professional Highlights:

^○    President & CEO, HP Inc. (2015 - Present)

^○    Hewlett-Packard Co.

^○    Executive VP, Printing and Personal Systems (2013 - 2015)

^○    Senior VP, Printing and Personal Systems (2012 - 2013)

Independent: Yes

Age: 51

Other current directorships:

^○    HP, Inc.

Experience:

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

CORPORATE GOVERNANCE

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

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.

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.

Separation of Chief Executive Officer and Chairman Roles. We separate the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the CEO and sets the agenda for Board meetings and presides over meetings of the Board.

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    17    

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;

    18    

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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.)

Applying the guidelines in 2018. In assessing director independence for 2018, 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.

Additional standards for Audit Committee members. Under a separate 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, NYSE rules require the Board to consider their sources of compensation, including any consulting, advisory or other compensation paid by the Company.

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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Thermo Fisher

Transaction & 2018 Magnitude

Director

nominee

Sales to
Thermo Fisher
Less than the
greater of 2% of
the other
company’s
revenue and $1m

Chai

Uber Technologies Inc.

CFO

N/A

Harris

University of Texas

Executive

N/A

Jacks^†

Lynch

TE Connectivity

Chairman

Weisler

HP Inc.

CEO & Director

All directors

Charitable contributions from Thermo Fisher <2% of the organization’s revenues

While the Company’s 2018 sales to Howard Hughes Medical Institute (“HHMI”) were under the 2% threshold (as were 2017 sales), the Company’s 2016 sales to the organization represented approximately 4% of HHMI’s 2016 consolidated gross revenues.

As a result of his relationship with HHMI, Dr. Jacks is not deemed independent under the Company’s Corporate Governance Guidelines.

    20    

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

Board

composition, performance, and materials

•   Board 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

•   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

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

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

Audit Committee

Chair:

Nelson J. Chai

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; and

•  overseeing the performance of the Company’s internal audit function and independent auditors

Certain responsibilities of our Audit Committee and its activities during 2018 are described in the Report of the Audit Committee in this proxy statement under the heading “AUDIT COMMITTEE REPORT.”

Additional Committee Members:

Thomas J. Lynch

Dion J. Weisler

Meetings Held in 2018: 12

•  All Members Are Independent, Financially Literate

•  All Members qualify as Audit Committee Financial Experts

Compensation Committee

Chair:

Thomas J. Lynch

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; and

•  administering equity-based plans.

Certain responsibilities of our Compensation Committee and its activities during 2018 are described in this proxy statement under the heading “Compensation Discussion and Analysis.” The Compensation Committee also periodically reviews our director compensation, and makes recommendations on this topic to the Board as it deems appropriate, as described under the heading “DIRECTOR COMPENSATION.”

Role of Consultant

The Compensation Committee has sole authority to retain and terminate a compensation consultant to assist in the evaluation of CEO or senior executive compensation. Since October 2007, the Committee has retained Pearl Meyer & Partners (“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 components and mix (short-term/long-term; fixed/variable; cash/equity) of the executive compensation programs of the Company and its peer group (see page 44 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.

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 by telephone.

Additional Committee Members:

Scott M. Sperling

Elaine S. Ullian

Meetings Held in 2018: 7

•  All Members Are Independent

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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Nominating and Corporate Governance Committee

Chair:

Lars R. Sorensen

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 and persons to be elected by the Board to fill any vacancies; and

•  recommending to the Board the directors to be appointed to each of its committees.

In addition, the Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board a set of corporate governance guidelines applicable to the Company (as well as reviewing and reassessing the adequacy of such guidelines as it deems appropriate from time to time) and overseeing the annual self-evaluation of the Board.

Additional Committee Members:

Nelson J. Chai

C. Martin Harris

Meetings Held in 2018: 5

•  All Members Are Independent

    24    

Thermo Fisher Scientific Inc. | 2019 Proxy Statement

The Board

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 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.

Audit Committee

•   Assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements.

•   Discusses 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.

•   Discusses with management the Company’s major financial risk exposures and steps management has taken to monitor and control such exposures.

•   Oversees 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 employees of concerns regarding questionable accounting or auditing matters.

•   Reviews cybersecurity and other risks relevant to the Company’s information system controls and security.

Compensation Committee

•   Assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs.

•   Oversees the process for conducting annual risk assessments of the Company’s compensation policies and practices.

Nominating and Corporate Governance Committee

•   Assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors, and corporate governance.

•   Oversees risks associated with the Company’s corporate responsibility and sustainability efforts.

Strategy and Finance Committee

•   Oversees the Company’s capital allocation framework, including prioritization, significant decisions and risk considerations related to the Company’s financial resources, capital structure and investments and uses of cash.

•   Oversees risks related to the competitive landscape for the Company’s products and services, and significant exposures related to customers, counterparties or projects.

•   Reviews cash flows and capital generation versus existing targets and plans.

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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.

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, and suggested that we enhance our proxy statement disclosure to provide a better picture of the Company’s practices in these areas

•  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. They suggested we enhance our proxy statement disclosure to provide greater transparency on our program

•  Some investors preferred we target market median in our executive compensation programs and use separate metrics in our short and long term incentive programs, and suggested we explain our reasoning if taking a different approach

•  Shareholders understand our Mission and the role that our environmental, social and governance (“ESG”) practices play in that. They acknowledged our strong ESG practices and suggested enhancements to the breadth and depth of our disclosures in this area

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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:

•  Enhanced our shareholder engagement efforts to include a greater number of discussions regarding corporate governance, executive compensation and environmental and social issues

•  Provided disclosure around our shareholder engagement program by including details of our program in our proxy statement

•  Changed market reference point for compensation paid to our NEOs to median (other than our CEO, for whom the market reference point was already median), which will be used from 2019

•  Replaced adjusted EPS with adjusted net income as a performance metric in 2019 annual incentive plan

•  Enhanced our Compensation Discussion and Analysis disclosure to help readers better understand the compensation program features, rationale for metric selection, and impact of prospective changes made, and to better enable readers to tie the overall business strategy to pay results

•  Enhanced our ESG disclosure in 2019 by including ESG highlights in our proxy statement

•  Enhanced our corporate governance disclosure regarding our Board’s practices, including regarding our directors’ skills, their self-evaluation process, and oversight of risk

•  Included disclosure on our political activities and lobbying in our proxy statement, with a detailed discussion of our participation in the political process

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

By leveraging our colleagues, products and expertise, we have engaged thousands of students through three signature STEM education programs: STEM-credible Kits, STEM Design Challenge and Innovation Nation, with two new activities added to the Innovation Nation portfolio of activities in the last year – water quality and nanotechnology. Through these programs in 2018, our colleagues representing 22 countries have introduced students to our skilled workforce, our products, facilities and industry expertise. Thermo Fisher also maintains a corporate partnership with the Boys and Girls Club of

In 2018, our colleagues contributed 107,141 hours of community service globally. Through our 100+ employee-led Community Action Councils (“CAC”), our colleagues are empowered to connect directly with their local communities, working with non-profit organizations and schools to drive support and awareness for causes important to the site’s colleagues.

Several of our CACs around the world received recognition in 2018 for their community involvement activities. For example, Cegos Group, a global services and solutions consulting company, recognized the CAC model in Spain and Portugal for its ability to empower colleagues to be the architects of social action projects and to develop themselves personally and professionally. One highlight of the Spain CAC in 2018 was installing a laboratory to promote hands-on science experimentation in the poverty stricken area of Los Pajaritos, Seville.

Additionally, our China CAC was awarded the Outstanding CSR Practice Award by the China Business Network, a leading financial and business media in China. The award recognized the team’s CSR initiatives including the Little Scientists program, launched jointly by Thermo Fisher and the China Youth Development Foundation, which has brought science boxes and the fun of learning science to more than 50,000 students across the country.

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State Branch) for their contributions towards the Kerala Flood Relief. In total, over $1.75 million was donated in 2018, supporting nearly 1,700 charities focused on education, disaster relief, and numerous other causes.

In 2018, over 250 students benefitted from university scholarships provided by Thermo Fisher, including a merit-based program for children of our colleagues and a STEM-focused program supporting qualified students at our four partner universities around the globe. The over $1.1 million in scholarships represents our commitment to our colleagues and STEM education; we know that investing in education is our investment in the future.

We are also committed to protecting the environment by minimizing our impact on the communities where we operate. We understand the importance of environmental sustainability and have undertaken meaningful efforts over the past several years to responsibly manage our environmental footprint as our company continues to grow.

Our energy-reduction efforts include Variable Frequency Drive installations on HVAC equipment and LED lightbulb retrofits, the latter saving nearly 24k kilowatt hours of energy. As one site-specific energy project example, our Carlsbad, Calif., site installed solar photovoltaic paneling in

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

Name and Address of Beneficial Owner(1)

Amount and Nature

of Beneficial Ownership

Percent of Shares
 Beneficially Owned 

Vanguard Group Inc.

29,944,083

(2)

BlackRock, Inc.

26,177,278

(3)

Massachusetts Financial Services Company

18,717,002

(4)

Marc N. Casper

866,246

(5)

*

Nelson J. Chai

*

Patrick M. Durbin

67,931

(6)

*

C. Martin Harris

*

Gregory J. Herrema

105,739

(7)

*

Tyler Jacks

*

Judy C. Lewent

17,400

(8)

*

Thomas J. Lynch

*

Jim P. Manzi

*

James C. Mullen

—

(9)

*

Lars R. Sørensen

*

Scott M. Sperling

88,409

(10)

*

Mark P. Stevenson

344,596

(11)

*

Elaine S. Ullian

14,252

(12)

*

Dion J. Weisler

2,378

(13)

*

Stephen Williamson

89,833

(14)

*

All directors and executive officers as a group (19 individuals)

1,814,574

(15)

*

Less than one percent.

The address of each of the Company’s executive officers and directors is c/o Thermo Fisher Scientific Inc., 168 Third Avenue, Waltham, MA 02451. Except as reflected in the footnotes to this table, shares of Common Stock beneficially owned by executive officers and directors consist of shares owned by the indicated person or by that person for the benefit of minor children, and all share ownership includes sole voting and investment power. Generally, stock options granted to the Company’s officers and directors may be transferred by them to an immediate family member, a family trust or family partnership.

This information was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2019, by The Vanguard Group Inc. (“Vanguard”), 100 Vanguard Blvd., Malvern, PA 19355, which reported such ownership as of December 31, 2018. The percentage of shares beneficially owned was calculated using the number of shares of Common Stock outstanding as of February 11, 2019. Vanguard reports sole voting power with respect to 467,654 shares, shared voting power with respect to 89,982 shares, sole dispositive power with respect to 29,394,075 shares, and shared dispositive power with respect to 550,008 shares.

This information was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 6, 2019, by BlackRock, Inc. (“BlackRock”), 55 East 52nd Street, New York, NY 10055, which reported such ownership as of December 31, 2018. The percentage of shares beneficially owned was calculated using the number of shares of Common Stock outstanding as of February 11, 2019. BlackRock has sole voting power with respect to 22,930,955 shares, shared voting and dispositive power with respect to no shares and sole dispositive power with respect to 26,177,278 shares.

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This information was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2019, by Massachusetts Financial Services Company (“MFS”), 111 Huntington Ave., Boston, MA 02199, which reported such ownership as of December 31, 2018. The percentage of shares beneficially owned was calculated using the number of shares of Common Stock outstanding as of February 11, 2019. MFS has sole voting power with respect to 16,853,247 shares, shared voting and dispositive power with respect to no shares and sole dispositive power with respect to 18,717,002 shares.

Includes 69,330 shares held indirectly, by the Marc N. Casper 2012 Irrevocable Trust, for the primary benefit of Mr. Casper’s minor children, over which Mr. Casper shares dispositive power with the trustee and as to which the trustee has sole voting power; 582,950 shares of Common Stock underlying stock options that are exercisable within 60 days of February 11, 2019; and 37,383 restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of February 11, 2019.

Includes 43,312 shares of Common Stock underlying stock options that are exercisable within 60 days of February 11, 2019 and 6,824 restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of February 11, 2019.

Includes 89,037 shares of Common Stock underlying stock options that are exercisable within 60 days of February 11, 2019 and 8,509 restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of February 11, 2019.

Includes 740 stock-based units accrued under the Directors Deferred Compensation Plan that are payable in Common Stock at the time of distribution (See “DIRECTOR COMPENSATION — Deferred Compensation Plan for Directors”). These units may not be voted or transferred until they become shares of Common Stock.

Mr. Mullen became a director on November 8, 2018.

Includes 15,245 stock-based units accrued under the Directors Deferred Compensation Plan that are payable in Common Stock at the time of distribution (See “DIRECTOR COMPENSATION — Deferred Compensation Plan for Directors”). These units may not be voted or transferred until they become shares of Common Stock.

Includes 232,387 shares of Common Stock underlying stock options that are exercisable within 60 days of February 11, 2019, 36,663 shares of Common Stock underlying stock options that are immediately exercisable if Mr. Stevenson retires, 15,068 restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of February 11, 2019, 14,890 restricted stock units that will vest immediately if Mr. Stevenson retires and 469 shares held in the Company’s 401(k) plan by Mr. Stevenson.

Includes 7,435 stock-based units accrued under the Directors Deferred Compensation Plan that are payable in Common Stock at the time of distribution (See “DIRECTOR COMPENSATION — Deferred Compensation Plan for Directors”). These units may not be voted or transferred until they become shares of Common Stock.

Includes 1,354 stock-based units accrued under the Directors Deferred Compensation Plan that are payable in Common Stock at the time of distribution (See “DIRECTOR COMPENSATION — Deferred Compensation Plan for Directors”). These units may not be voted or transferred until they become shares of Common Stock.

Includes 64,543 shares of Common Stock underlying stock options that are exercisable within 60 days of February 11, 2019 and 8,066 restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of February 11, 2019.

Includes, in addition to the items described above for the named executive officers and directors, 534 shares held in the Company’s 401(k) Plan by executive officers other than the named executive officers, 111,623 shares of Common Stock underlying stock options held by executive officers other than the named executive officers that are exercisable within 60 days of February 11, 2019 (or immediately if certain eligible executive officers retire after February 28, 2019), and 7,994 restricted stock units held by executive officers other than the named executive officers that will settle and pursuant to which shares will be delivered within 60 days of February 11, 2019 (or immediately if certain eligible executive officers retire after February 28, 2019).

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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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.

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

EXECUTIVE COMPENSATION

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Named Executive Officer

Marc N. Casper

Stephen Williamson

Mark P. Stevenson

Patrick M. Durbin

Gregory J. Herrema

The compensation of our Named Executive Officers with respect to 2018 is explained in the following sections and the Summary Compensation Table that follows.

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

Performance measures include organic revenue growth, adjusted operating margin, adjusted EPS, free cash flow and other drivers of shareholder value creation of strategic significance

Revenue grew 16% to $24.36 billion

GAAP diluted EPS increased 30% to $7.24 and adjusted EPS* increased 17% to $11.12

GAAP operating income grew by 28% to $3.78 billion and adjusted operating income* grew by 16% to $5.62 billion

And we generated free cash flow* of $3.83 billion

Reducing debt by $2 billion to strengthen our balance sheet following our acquisition of Patheon in 2017

Deploying $540 million to complete strategic acquisitions, including a bioprocessing business which added complementary cell culture products to help our customers increase yield during production of biologic drugs

Returning capital of $775 million through $500 million of stock buybacks and increasing our dividend by 13% for a total of $275 million

volunteerism, with 110 community action councils worldwide, up 17% from 2018, and a 23% increase in volunteer hours to 107,000 in support of 2,900 organizations

giving, with $1.75 million donated by employees and Company match, up 9% from 2017, and 250 scholarship recipients totaling over $1.1 million in direct student education support

STEM (science, technology, engineering and math) education programs, with 134,000 students and 5,800 educators engaged through our signature STEM education programs

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.

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

Represents average TSR of companies included in our “Peer Group.” See page 45 for list of companies.

Represents average TSR of the S&P’s 500 Healthcare and S&P’s 500 Industrial Indices, weighted 70/30, respectively, to approximate the split of our revenue by the end market.

Key Activities in 2018

Key Decisions in 2018

•    Extensive shareholder outreach on executive compensation policies and design, corporate governance issues and environmental and social issues

•    Comprehensive review of executive compensation program design with select number of changes approved for 2019

•    Updated CD&A to enhance clarity and transparency around executive compensation programs

•    Enhanced the breadth and depth of disclosure of our ESG practices (see “Corporate Social Responsibility” on p. 28 for information on our CSR programs and initiatives)

•    Based on investor feedback, changed market reference point for compensation paid to our NEOs to median (other than our CEO, for whom the market reference point was already median), which will be used from 2019

•    Based on investor feedback that performance shares and annual incentive plan had overlapping metrics, replaced adjusted EPS with adjusted net income as a performance metric in 2019 annual incentive plan

•    Approved annual cash incentive payouts ranging from 120.0% – 157.5% of target

•    Achieved 175% payout on 2018 performance-based restricted stock units and achieved the performance requirements for the second 5-year performance period under the 2017 TSR stock option program

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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.

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.

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Thermo Fisher Scientific Inc. | 2019 Proxy Statement

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 earnings

per share*

•    Prevalent, industry-relevant measure of delivery of shareholder value

•    Metric is closely followed by shareholders, analysts and investors

Adjusted operating

income as a percentage

of revenue (“adjusted operating margin”)

•    Prevalent, industry-relevant measure of profitability

•    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 profitability of the Company

Free cash

flow

•    Strong indicator of process discipline and execution capabilities

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 employees and enhancing workforce diversity is important to ensure our ability to execute our other 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

•    Ensures that we deliver strong profitability in the future

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

Also referred to in this proxy statement as “adjusted EPS”

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Element

Purpose

  Key Features for 2018

  Changes for 2019

Base

salary

Provide competitive, fixed compensation to attract and retain the best possible executive talent

•    Cash-based

•    Reviewed annually; changes effective March/April

•    Reference market median for CEO

•    Reference +/-10% of market median for NEOs other than the CEO

•    Takes account of level of responsibility, time in role, performance and the ability to replace the individual

•    Reference market median for all NEOs

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 CEO

•    Reference market 65^th percentile for NEOs other than the CEO

•    Maximum opportunity 2-times target

•    Based on performance goals tied to organic revenue growth, adjusted operating margin, adjusted EPS, free cash flow, and a selection of strategic measures

•    Reference market median for all NEOs for target total cash (base salary plus target annual incentive)

•    Replaced adjusted EPS with adjusted net income as a performance metric

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