James R. Meyer

About James R. Meyer

James R. Meyer, 46, was appointed to become Senior Vice President and Chief Financial Officer (effective March 1, 2026). He joined Thermo Fisher in July 2009, currently serves as Vice President, Financial Operations (since January 2023), previously served as Vice President of Finance, Customer Channels (April 2020–December 2022), and worked at PricewaterhouseCoopers prior to Thermo Fisher . Company performance context: Thermo Fisher delivered 2024 revenue of $42.88 billion, GAAP EPS of $16.53, adjusted EPS of $21.86, and free cash flow of ~$7.32 billion, with five‑year TSR of 62% .

Past Roles

External Roles

No external public company directorships or board roles disclosed for Meyer in the appointment filing .

Fixed Compensation

No specific salary, target bonus, or compensation arrangements for Meyer were disclosed in the July 23, 2025 appointment 8‑K . Company‑wide director and NEO compensation, severance, and incentive structures are detailed in the 2025 Proxy; program design elements relevant to senior executives are summarized below .

Performance Compensation

Thermo Fisher’s executive incentive architecture (applicable to NEOs) centers on annual cash bonuses tied to financial and strategic goals and multi‑year equity (PSUs, options). While Meyer’s individual grant details are not disclosed, the company framework and 2024 outcomes are:

Performance‑based RSUs (PSUs) for 2024 were based on two one‑year financial measures—Organic Revenue Growth (50%) and Adjusted EPS (50%)—with three‑year relative TSR adjustment to the final tranche: actual Organic Revenue Growth was (0.19)% and adjusted EPS was $21.86, producing a 163% payout before TSR . PSU vesting: ratable over three years (one‑third annually), with final tranche adjusted ±10% based on three‑year TSR quartile vs. the TSR peer group .

Stock options: standard awards vest in four equal annual installments, exercise price set at grant close, and term extended from 8 to 10 years beginning 2025. In 2024 the Compensation Committee also granted special 3‑year performance stock options to NEOs (cliff vest only if top‑third TSR vs. peer group over the full period; partial vesting possible if top‑third rank achieved in one or more individual years). These options were underwater as of December 31, 2024 .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6x base salary; other executives 3x base salary. Executives have five years to meet guidelines; CEO also must hold at least 50% of net shares from vesting for two years .
• Anti‑hedging and anti‑pledging: officers and directors are prohibited from hedging, pledging, short sales, derivatives (collars, prepaid forwards), and margin loans on Company stock .
• Clawback: SEC‑compliant clawback adopted Oct 2, 2023; recoupment of incentive compensation for three prior completed years following an accounting restatement; additional misconduct‑related recoupment provisions apply to equity awards .
• Ownership disclosure: Meyer is not listed among named directors/NEOs in the March 1, 2025 beneficial ownership table (which enumerates directors and current NEOs), so individual beneficial ownership is not disclosed; the table shows aggregate ownership for directors and executive officers as a group .

Employment Terms

Company policies for NEOs (reference structure for CFO role; Meyer’s specific agreements not disclosed):

• Change‑in‑Control (double‑trigger) retention agreements: for NEOs (other than CEO), lump sum equals 2.5x (base salary + target bonus) plus pro‑rata target bonus; continuation of medical/dental/life benefits up to two years; up to $20,000 outplacement; no tax gross‑ups .
• Executive severance (non‑CIC): for NEOs (other than CEO), 1.5x base salary + 1.5x target bonus; pro‑rata target bonus; 18 months benefits continuation; up to $20,000 outplacement; requires release and non‑competition agreement .
• Non‑compete/non‑solicit: agreements for NEOs include non‑compete during employment and for 12–24 months post‑termination (CFO Williamson: 18 months; CEO: 24 months), plus 18–24 months non‑solicit .
• Treatment of equity upon termination: detailed acceleration and eligibility rules for RSUs, PSUs and options across death/disability, retirement, involuntary termination, and change in control (including TSR performance options) .

Company Performance Context

Compensation Committee & Peer Group

• Committee composition: Independent directors; uses Pearl Meyer as independent consultant; pay program emphasizes at‑risk, performance‑based compensation, robust governance (ownership requirements, clawback, no tax gross‑ups) .
• Peer group: Reviewed annually; additions/removals based on relevance (e.g., 3M removed in July 2024; Broadcom and PepsiCo added in prior review). TSR peer groups used for PSU/option metrics are closely aligned with compensation peer group .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: 89% favorable .
• Program changes responsive to feedback: increased CEO PSU/option mix; option term extended to 10 years in 2025; expanded disclosure of program design and outcomes .

Investment Implications

• Alignment: Meyer’s upcoming CFO role will be governed by a rigorous, formulaic pay‑for‑performance framework focused on organic growth, adjusted profitability, free cash flow, and relative TSR, with strong ownership, anti‑pledging, and clawback safeguards—reducing misalignment and hedging/pledging risk .
• Retention: Company‑wide 2024 TSR performance options and standard multi‑year vesting structures increase retentive value for senior leaders during market uncertainty; however, these options were underwater at 2024 year‑end (limiting short‑term realizable value and potential selling pressure) .
• Transition risk: CFO succession is scheduled (Williamson retire March 31, 2026; Meyer effective March 1, 2026), making 2025–2026 an execution period to monitor incentive targets, internal controls continuity, and any Form 4 activity once Meyer is a reporting officer .