Dion J. Weisler
THERMO FISHER SCIENTIFICAbout Dion J. Weisler
Independent director of Thermo Fisher Scientific since 2017 (age 57). He chairs the Compensation Committee and serves on the Audit Committee, where the Board has determined he qualifies as an Audit Committee financial expert . Former President and CEO of HP Inc. (2015–2019), with prior senior roles at Lenovo and Telstra; he holds a Bachelor of Applied Science in Computing and an Honorary Doctor of Laws from Monash University . He also currently serves on the boards of BHP, Intel, and Qantas (appointed March 31, 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. | President & CEO | 2015–2019 | Led Fortune 100 technology company; director through May 2020 . |
| Lenovo Group | Senior executive roles (incl. VP/COO of Product & Mobile Internet; GM South Asia & ANZ) | 2007–2011 | Global operating leadership . |
| Telstra Corporation | General Manager, Conferencing & Collaboration | 2002–2007 | Enterprise collaboration leadership . |
| Acer Inc. | Various leadership roles (incl. Managing Director, Acer UK) | 1990–2001 | International operating roles . |
External Roles
| Company | Role | Committee Assignments |
|---|---|---|
| Intel Corporation | Independent Director | Chair, Talent and Compensation Committee (as of Nov 10, 2025) . |
| BHP Group | Independent Non‑Executive Director (since Jun 2020) | Member, Sustainability Committee; Member, People & Remuneration Committee . |
| Qantas Group | Independent Non‑Executive Director (appointed Mar 31, 2025) | Member, Nominations Committee; Member, Safety, Health, Environment & Security (CHESS) Committee . |
Board Governance
- Committee assignments (TMO): Compensation Committee Chair; Audit Committee member; designated Audit Committee financial expert .
- Independence: Board has determined Mr. Weisler is independent under NYSE/SEC rules .
- Attendance and engagement: Board met 6 times in 2024; Audit met 11; Compensation met 7; each director attended at least 75% of applicable meetings and all then‑serving directors attended the 2024 Annual Meeting .
- Years of service on TMO board: Director since 2017 .
Fixed Compensation (Director)
| Year | Cash Fees | Stock Awards (Grant-Date FV) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $150,000 | $200,281 (339 RSUs granted 5/22/2024) | $3,739 (includes $3,185 dividend equivalents on deferred units) | $354,020 |
- Elements for non‑employee directors: annual cash retainer $125,000; Lead Director $165,000; Audit Chair fee $25,000; annual equity grant target $200,000 in RSUs; deferral plan available; charitable match up to $15,000; no additional compensation for employee directors .
- 2024 deferral: Mr. Weisler deferred a portion of fees into 265 Deferred Stock Units (DSUs) under the Directors Deferred Compensation Plan .
Performance Compensation (Committee Program Oversight)
Director equity is time‑based RSUs; however, as Compensation Committee Chair, Mr. Weisler oversees the executive pay program and its metrics.
- Director equity grant details: 339 RSUs granted May 22, 2024; grant-date FV $200,281; vests at the earlier of first anniversary or next annual meeting .
Executive incentive metric framework overseen (illustrative 2024 design and outcomes):
| Program | Metric | Why/Usage | 2024 Targeting/Notes |
|---|---|---|---|
| Annual Incentive (Financial 70%) | Organic Revenue Growth (non‑GAAP) | Growth indicator, peer comparability | Formulaic payout; 2024 weighted payout 156.4% for this leg . |
| Adjusted Net Income (non‑GAAP) | Efficiency and earnings quality | 2024 weighted payout 186.7% for this leg . | |
| Free Cash Flow (non‑GAAP) | Cash quality and capital deployment | Maxed at 200% for this leg in 2024 . | |
| Annual Incentive (Non‑Financial 30%) | Strategic objectives (customer, innovation, CSR, capital deployment) | Balance financial with strategic progress | Committee assessed at 100% of target for 2024 . |
| PSU (Long‑term) | Organic Revenue Growth & Adjusted EPS (1‑yr measurement; 3‑yr vest) | Focus on core operating performance | 2024 PSU pre‑TSR payout factor certified at 163% (org growth −0.19%; adj. EPS $21.86) . |
| PSU (Modifier) | Relative TSR vs 2024 TSR Peer Group (3‑yr) | Align to shareholder returns | Final 3rd‑year tranche subject to ±10% total award adjustment . |
- 2024 overall AIP payout outcome: 150.7% of target, blending financial and non‑financial results .
- Governance practices: clawback policy (SEC‑compliant, effective Oct 2, 2023), anti‑hedging/anti‑pledging, robust ownership and holding requirements, independent consultant (Pearl Meyer) with no conflicts .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Status |
|---|---|---|
| Intel Corporation | Independent Director; Chair, Talent & Compensation Committee | No Thermo Fisher–Intel compensation interlock disclosed; no TMO related‑party transactions involving Mr. Weisler reported . |
| BHP Group | Independent Non‑Executive Director; Sustainability and People & Remuneration Committees | No TMO related‑party transactions involving Mr. Weisler reported . |
| Qantas Group | Independent Non‑Executive Director (appointed 3/31/2025); Nominations and CHESS Committees | No TMO related‑party transactions involving Mr. Weisler reported . |
The Audit Committee annually reviews related‑party transactions; none involving non‑employee directors were material or required disclosure for Mr. Weisler; independence was affirmed (aside from other noted directors) .
Expertise & Qualifications
- Technology and digital expertise; former HP Inc. CEO; brings strategic, international and M&A experience relevant to TMO’s markets .
- Audit Committee financial expert designation underscores financial acumen .
- Board oversight exposure to AI and cybersecurity risk through Audit Committee mandate; TMO discloses robust cyber risk oversight and Board updates .
- Shareholder engagement and say‑on‑pay context: 89% approval in 2024; continued engagement informs program design overseen by his committee .
Equity Ownership
| As of Mar 1, 2025 | Shares Beneficially Owned | Options Exercisable by 4/29/2025 | RSUs Vesting by 4/29/2025 | Percent of Shares Outstanding |
|---|---|---|---|---|
| Dion J. Weisler | 6,504 | 0 | 0 | * (<1%) |
- Director ownership guideline: 5x annual cash retainer; all directors were compliant or on track by Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and officers under the Insider Trading Policy .
- 2024 deferral election: 265 DSUs credited under the Directors Deferred Compensation Plan (paid in shares after service) .
Governance Assessment
- Board effectiveness: Active leadership as Compensation Committee Chair (7 meetings in 2024) and Audit member (11 meetings), plus signature on the CD&A report indicates hands‑on engagement with pay design and disclosure .
- Pay‑for‑performance alignment: Oversees a program with rigorous non‑GAAP financial and TSR metrics; 2024 AIP paid at 150.7% on strong results; PSU pre‑TSR at 163% reflecting operating performance .
- Alignment and safeguards: Director equity in RSUs, robust 5x ownership guideline, deferral into DSUs, and strict anti‑hedging/pledging and clawbacks support shareholder alignment .
- Independence and conflicts: Independence affirmed; no related‑party transactions involving Mr. Weisler disclosed .
- RED FLAG watch: Overboarding risk—TMO policy limits non‑employee directors to ≤3 other public boards; Mr. Weisler serves on three (Intel, BHP, Qantas), which is at the policy limit but compliant; time demands heightened given his chair role at Intel’s compensation committee; attendance thresholds were met in 2024 .
- Shareholder sentiment: Say‑on‑pay passed with 89% approval in 2024, indicating broad support for the pay program overseen by his committee .