Gianluca Pettiti
THERMO FISHER SCIENTIFICAbout Gianluca Pettiti
Executive Vice President at Thermo Fisher Scientific (appointed effective December 27, 2021), currently overseeing Life Sciences, Diagnostics and Applied businesses along with the Chief Scientific Office and Quality/Regulatory functions. He is age 46 and has 19 years of tenure at the company; education includes an M.S. in engineering from Politecnico di Torino, with earlier career roles at General Electric and Life Technologies (joined TMO via acquisition) . Company performance during his executive tenure includes 2024 revenue of $42.9B, adjusted EPS of $21.86, free cash flow of $7.32B, and a five‑year TSR of 62% with $4.0B in share repurchases and an 11% dividend increase year‑over‑year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermo Fisher Scientific | EVP; President Life Sciences, Diagnostics and Applied (scope expanded Apr 2024); SVP & President Specialty Diagnostics; President Biosciences; President China | 2015–present | Led China business (2015–2017), Biosciences (2018), Specialty Diagnostics with clinical NGS scope (2021), and expanded oversight to Life Sciences, Diagnostics, Analytical Instruments (2024), integrating science/quality leadership . |
| Life Technologies (acquired by TMO in 2014) | President, Greater China; VP & GM, Latin America; Finance leadership (Europe) | 2006–2014 | Built and scaled regional businesses; transitioned to TMO through acquisition to lead China operations . |
| General Electric | Early career | Pre‑2006 | Foundational operations/finance experience . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Butterfly Network, Inc. | Director | Current . |
| World Economic Forum | Global Future Council on Health & Healthcare member | 2016–2018 . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $768,630 | $868,836 | $956,558 |
| Base Salary (effective Mar 31, 2024) | — | — | $975,000 (+8.3% from $900,000) |
| Target Bonus (% of Base) | 100% | 100% | 110% (increased in Feb 2024) |
| Actual Annual Incentive Paid ($) | $1,263,628 | $627,299 | $1,585,686 (overall performance score 150.7%) |
All Other Compensation – 2024 breakdown:
- 401(k) match $20,700; long‑term disability premium $2,724; deferred comp match $74,226; dividend equivalents $8,881; financial planning $16,730; other $4,422; Total $127,683 .
Say‑on‑Pay: 89% favorable vote in 2024 .
Performance Compensation
Long‑Term Equity Awards (Grant date Feb 21, 2024)
| Component | Grant Date Accounting Value ($) | Shares/Options | Key Terms |
|---|---|---|---|
| Stock Options | $2,334,239 | 13,047 options | 4‑year ratable vest; exercise price $552.85; term 8 years (10 years for 2025 grants) . |
| Time‑Based RSUs | $1,157,115 | 2,093 RSUs | Vests 15%/25%/30%/30% at ~6/18/30/42 months (Aug 28 schedule) . |
| Performance‑Based RSUs (PSUs) | $2,355,672 | Target 4,186; Max 9,209 | Earned on 2024 financials; ratable vest over 3 years with 3‑year relative TSR adjustment . |
2024 PSU performance matrix and outcome:
- Metrics and weighting: Organic revenue growth (50%) and adjusted EPS (50%) .
- Baseline target ranges: Organic revenue growth between (1.57)% and (0.83)% and adjusted EPS $21.00–$21.33 yields 100% payout; maximum at ≥0.68% organic revenue growth and ≥$22.00 adjusted EPS yields 200% .
- Actual results: Organic revenue growth (0.19)% and adjusted EPS $21.86 → 163% payout before TSR adjustment; one‑third vested on Feb 28, 2025; remaining thirds scheduled for Feb 28, 2026 and Feb 28, 2027 (subject to TSR adjustment) .
Relative TSR overlay for PSUs:
- 3‑year TSR vs 2024 TSR Peer Group; final distribution adjusted ±30% for top/bottom quartiles, ±15% for middle quartiles (impacting total earned shares by ±10%/±5%) .
Special TSR Performance Stock Options (retention awards; granted Feb 21, 2024):
- Cliff vest in Feb 2027 based on ranking in top ten (top third) of 2024 TSR Peer Group over Jan 1, 2024–Dec 31, 2026; partial vesting (20/40/60%) if top‑ten rank achieved in 1/2/3 individual years; exercise price $552.85; 8‑year term; underwater with zero intrinsic value as of Dec 31, 2024 .
- Pettiti grant: 21,669 maximum performance‑based options (unearned) .
Annual incentive framework (2024):
- Financial metrics and weights: Organic revenue growth (35%), adjusted net income (30%), free cash flow (5%); non‑financial strategic goals (30%). Weighted financial payout 172.5% and non‑financial 100% → overall score 150.7% .
Equity Ownership & Alignment
| Ownership Item | Details |
|---|---|
| Beneficial ownership | 13,792 shares owned; 67,105 common stock subject to options exercisable on or prior to Apr 29, 2025; total 80,897; less than 1% of shares outstanding . |
| RSUs vesting by Apr 29, 2025 | 0 (per table cutoff) . |
| Stock ownership guidelines | 3x base salary for executives; 5‑year window to comply; all NEOs in compliance as of Dec 31, 2024 . |
| Hedging/pledging | Officers and directors prohibited from hedging and pledging company stock; no margin loans against company securities permitted . |
| Recent insider transactions | 2024 vesting activity: 5,114 shares acquired on vesting; value realized $2,988,410; no option exercises reported for Pettiti in 2024 . |
| Note on Form 4 data | Attempted to fetch 2024–2025 Form 4s via insider‑trades skill for “Gianluca Pettiti”, but the API returned unauthorized; will update if access is restored (tool attempt documented) [Read of insider-trades SKILL.md] and cmd failure. |
Outstanding/unvested awards at 2024 year‑end (selected counts):
- Time‑based RSUs outstanding: 413 (2022 grant), 878 (2023 grant), 1,779 (2024 grant) .
- PSUs outstanding: 1,606 (2022 tranche pending TSR adjustment), 861 (2023 tranche pending TSR adjustment), 4,186 (2024 target units subject to TSR adjustment in 2027) .
- Performance‑based options (2024 TSR program): 21,669 unearned (maximum) until performance certification in 2027 .
Employment Terms
| Provision | Terms |
|---|---|
| Change‑in‑Control (CIC) | Double‑trigger; upon qualifying termination within 18 months of CIC: lump sum equal to 2.5x (base salary + target bonus), pro‑rata target bonus for year of termination, up to 2 years of medical/dental/life insurance, and up to $20,000 outplacement; no tax gross‑ups . |
| Executive Severance (non‑CIC) | If terminated without cause: lump sum equal to 1.5x (base salary + target bonus), pro‑rata target bonus paid after year‑end if goals met, 18 months medical/dental/life insurance, and up to $20,000 outplacement . |
| Non‑compete / Non‑solicit | Non‑compete for 12 months post‑employment; non‑solicit of employees/customers for 18 months post‑termination . |
| Equity treatment on termination | Time‑based RSUs: 100% acceleration at death/disability/CIC; at least two years post‑grant, 100% at retirement. PSUs: vesting based on deemed eligibility and timing of certification; TSR performance options: pro‑rata vesting at retirement per years elapsed in performance period; specific acceleration rules vary by scenario . |
| Clawback | SEC‑compliant clawback policy effective Oct 2, 2023 for incentive awards received on/after that date; additional recoupment for misconduct, breaches of fiduciary duty, and violations of non‑compete/non‑solicit/confidentiality . |
Deferred Compensation (2024):
- Executive contributions $74,226; company match $74,226; aggregate balance $498,490 .
Compensation Structure vs Performance Metrics
- Program design emphasizes at‑risk pay with rigorous goals aligned to organic revenue growth, adjusted net income, free cash flow, adjusted EPS, and relative TSR; majority of NEO pay delivered as variable compensation (87% for non‑CEO NEOs in 2024) .
- 2024 annual plan produced a 150.7% formulaic payout based on strong financial execution and strategic achievements; PSUs earned 163% on 2024 financials, with final outcomes still subject to 3‑year TSR relative performance .
- 2024 addition of special TSR performance options for NEOs was explicitly retention‑oriented to secure key leaders amid market uncertainty; underwater status as of year‑end reduces near‑term selling pressure and links realizable value to multi‑year TSR out‑performance .
Compensation Trends and Red Flags
- No tax gross‑ups; anti‑hedging/anti‑pledging; robust stock ownership requirements and CEO holding requirements; clawback policy in place; independent consultant (Pearl Meyer) supports market‑median positioning .
- No disclosures of option repricing or related‑party transactions tied to Pettiti; policy mandates audit committee pre‑approval and related‑party oversight .
- Say‑on‑Pay support healthy at 89% in 2024, reflecting investor acceptance of pay‑for‑performance design .
Investment Implications
- Alignment: High proportion of performance‑linked equity (PSUs and TSR‑conditioned options) ties Pettiti’s realizable value to multi‑year financials and shareholder returns, encouraging long‑term execution and retention; compliance with ownership guidelines and anti‑pledging enhances alignment .
- Near‑term supply overhang: Scheduled PSU vesting tranches in Feb 2026/Feb 2027 and time‑based RSU vesting through Aug 2027 create predictable settlement windows; TSR performance options cliff in Feb 2027 could add supply only if rigorous TSR hurdles are met, currently underwater as of Dec 31, 2024 .
- Retention/transition risk: Non‑compete (12 months) and non‑solicit (18 months) plus severance/CIC economics reduce abrupt departure risk; CIC terms are meaningful (2.5x salary+bonus) and should be considered in change‑of‑control scenarios .
- Performance backdrop: Company‑level execution in 2024 (revenue $42.9B, adjusted EPS $21.86, FCF $7.32B) and five‑year TSR of 62% provide supportive context for equity outcomes; TSR overlay can still reduce PSU payouts if relative TSR underperforms, as evidenced by the 2022 PSU cohort’s downward TSR adjustment to 157.5% final payout .