Effective as of 22-May-2013

THERMO FISHER SCIENTIFIC INC.
COMPENSATION COMMITTEE CHARTER


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A. PURPOSE


The purpose of the Compensation Committee is to:

  • Review and approve compensation matters with respect to the Company’s chief executive officer (“CEO”) and its other officers;
  • Review and recommend to the Board of Directors management succession plans;
  • Adopt and administer equity based plans; and
  • Produce an annual report on executive compensation.

B. STRUCTURE AND MEMBERSHIP


1. Number. The Compensation Committee shall consist of at least two members of the Board of Directors.

2. Independence. Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of the Compensation Committee shall be an “independent director” as defined by the applicable rules of the New York Stock Exchange.

3. Chair. Unless the Board of Directors elects a Chair of the Compensation Committee, the Compensation Committee shall elect a Chair by majority vote.

4. Compensation. The compensation of Compensation Committee members shall be as determined by the Board of Directors.

5. Selection and Removal. Members of the Compensation Committee shall be appointed by the Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee. The Board of Directors may remove members of the Compensation Committee from such committee, with or without cause.

C. AUTHORITY AND RESPONSIBILITIES


General

The Compensation Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management, in accordance with its business judgment.

Compensation Matters

1. Annual CEO Evaluation and Compensation. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation.

2. Annual Officer Evaluation and Compensation. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to the compensation of the Company’s officers, oversee the evaluation of officer performance in light of those goals and objectives, and determine officer compensation levels based on such evaluation. In evaluating officers who regularly interact with the Board of Directors or Committees thereof (CFO, Senior Vice President, Human Resources, and General Counsel), the Compensation Committee shall take into account feedback from directors.

3. General Officer Compensation Matters. The Compensation Committee shall periodically review (relative to comparable companies) and approve (i) officer compensation, including salary, bonus and incentive compensation levels; (ii) deferred compensation; (ii) executive perquisites; (iii) officer equity compensation (including awards to induce employment); (iv) officer severance arrangements; (iv) officer change-in-control benefits and (v) other forms of officer compensation.

4. Plan Approvals. The Compensation Committee may approve all incentive-compensation and deferred compensation plans for the Company’s officers. In addition, the Compensation Committee may approve all equity-based plans for the benefit of the Company’s officers, directors, employees and/or consultants and may approve such other incentive, deferred and other compensation plans, retirement plans or other benefit plans that the Compensation Committee reasonably believes to be in the best interests of the Company and its stockholders.

5. Plan Administration. The Compensation Committee may exercise all rights, authority and functions of the Board of Directors under the Company’s stock option, stock incentive, employee stock purchase and other equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder, to make stock awards thereunder; and to amend any such plan. In addition, the Compensation Committee may exercise all rights, authority and functions of the Board of Directors under the Company’s incentive, deferred and other compensation plans, retirement plans and other benefit plans. To the extent permitted by applicable law and the provisions of a given equity-based plan, and consistent with the requirements of applicable law and such equity-based plan, the Compensation Committee may delegate to one or more executive officers of the Company, or a sub-committee of the Compensation Committee formed for such purpose, the power to grant options or other stock awards pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company who are not directors or officers of the Company.

6. Director Compensation. The Compensation Committee shall periodically review and make recommendations to the Board of Directors with respect to director compensation, including director compensation guidelines.

7. Management Succession. The Compensation Committee shall periodically review and make recommendations to the Board of Directors relating to management succession planning, including policies and principles for CEO selection and succession in the event of an emergency or the retirement of the CEO.

8. Review and Discussion of Compensation Discussion and Analysis; Recommendation to Board of Directors. . The Compensation Committee shall review and discuss annually with management the Company’s “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K (the “CD&A”). The Compensation Committee shall consider annually whether it will recommend to the Board of Directors that the CD&A be included in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C.

9. Compensation Committee Report on Executive Compensation. The Compensation Committee shall annually prepare for inclusion in the appropriate filing with the Securities and Exchange Commission the report described in Item 407(e)(5) of Regulation S-K.

10. Additional Powers. The Compensation Committee shall have such other duties as may be delegated from time to time by the Board of Directors.

11.Related Person Transactions. The Compensation Committee shall review and approve related person transactions that are brought to it for its consideration.

D. PROCEDURES AND ADMINISTRATION


1. Meetings. The Compensation Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Compensation Committee may also act by unanimous written consent in lieu of a meeting. The Compensation Committee shall keep such records of its meetings as it shall deem appropriate.

2. Subcommittees. The Compensation Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances (including (a) a subcommittee consisting of a single member and (b) a subcommittee consisting of at least two members, each of whom qualifies as a “non-employee director,” as such term is defined from time to time in Rule 16b-3 promulgated under the Exchange Act, and an “outside director,” as such term is defined from time to time in Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder).

3. Reports to Board. The Compensation Committee shall report regularly to the Board of Directors.

4. Charter. The Compensation Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

5. Compensation Consultants, Legal Counsel and Other Advisors. The Compensation Committee may, in its sole discretion, retain or obtain the advice of compensation consultants, legal counsel or other advisors. The Compensation Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other advisor retained by the Compensation Committee. The Compensation Committee is empowered, without further action by the Board, to cause the Company to pay the compensation, as determined by the Compensation Committee, of any compensation consultant, legal counsel and other advisor retained by the Compensation Committee. The Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor, only after taking into consideration, as applicable, all factors relevant to that person’s independence from management, including the factors specified in NYSE Rule 303A.05(c)(iv).

6. Investigations. The Compensation Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Compensation Committee or any advisors engaged by the Compensation Committee.

7. Annual Self-Evaluation. At least annually, the Compensation Committee shall evaluate its own performance.

Committee Members
Thomas J. Lynch
Scott M. Sperling
Elaine S. Ullian

Thermo Fisher Scientific At a Glance

More than $20 billion in annual revenue and

70,000 Employees

Premier Brands

– Thermo Scientific

– Applied Biosystems

– Invitrogen

– Fisher Scientific

– Unity Lab Services

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NYSE: TMO (Common Stock)Jan 18, 2019 04:03 PM

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About Thermo Fisher Scientific

Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving science, with revenues of more than $20 billion and approximately 70,000 employees globally. Our mission is to enable our customers to make the world healthier, cleaner and safer. We help our customers accelerate life sciences research, solve complex analytical challenges, improve patient diagnostics, deliver medicines to market and increase laboratory productivity. Through our premier brands – Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific and Unity Lab Services – we offer an unmatched combination of innovative technologies, purchasing convenience and comprehensive services. For more information, please visit http://www.thermofisher.com.

The world leader in serving science