Jennifer M. Johnson
THERMO FISHER SCIENTIFICAbout Jennifer M. Johnson
Jennifer M. Johnson (age 60) is an independent director of Thermo Fisher Scientific, serving since 2023. She is President and CEO of Franklin Resources, Inc. (NYSE: BEN) since 2020, following prior service as President & COO (2017–2020), and brings 35 years of leadership across investment management, global distribution, technology and operations. At Thermo Fisher, she served on the Audit Committee in 2024 and will transition to the Nominating & Corporate Governance Committee immediately after the 2025 Annual Meeting. The Board classifies her as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Resources, Inc. | President & CEO | 2020–Present | Strategic/financial leadership of global asset manager; extensive M&A and technology oversight. |
| Franklin Resources, Inc. | President & COO | 2017–2020 | Led global operations, distribution, technology; enterprise execution. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various Franklin-managed mutual funds (registered investment companies) | Director or Trustee | Ongoing | Boards are within BEN’s structure; Board deems this service integrally related to her CEO role for overboarding compliance. |
Board Governance
- Independence and tenure: Independent; director since 2023.
- Committee assignments (2024–2025): Audit Committee member (11 meetings in 2024); will become a member of the Nominating & Corporate Governance Committee immediately following the 2025 Annual Meeting. Not designated an “audit committee financial expert.”
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings of which they were a member.
- Lead Independent Director/Executive sessions: Lead Independent Director is Scott M. Sperling; independent directors meet in executive session regularly and at least semi-annually.
- Overboarding safeguards: As a sitting public-company CEO, she remains in compliance; the Board explicitly notes her Franklin fund boards are subsumed within her CEO responsibilities and do not meaningfully increase time commitments.
- Related-party transactions: Audit Committee pre-approves related-person transactions; none involving directors required disclosure.
Fixed Compensation
Program structure for non-employee directors:
- Annual cash retainer: $125,000; Lead Director: $165,000. Committee chair retainers: Audit $25,000; Nominating & Corporate Governance $20,000.
- Equity: Annual grant of RSUs with grant-date target value $200,000, vesting at the earlier of one year or the next annual meeting; directors received 339 RSUs on May 22, 2024 (outstanding at 2024 year-end).
- Deferrals & other: Directors may defer retainers into stock units; charitable match up to $15,000; director stock ownership guideline = 5x annual cash retainer within 5 years (all directors in compliance or on track as of 12/31/2024).
Jennifer M. Johnson – 2024 Director Compensation:
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash Fees | $125,000 | Deferred into 221 deferred stock units (DSUs). |
| Stock Awards (RSUs) | $200,281 | 339 RSUs granted 5/22/2024; ASC 718 grant-date fair value. |
| All Other Compensation | $481 | Includes $216 dividends on DSUs and $264 dividend equivalents on RSUs. |
| Total | $325,762 | Sum of above. |
Performance Compensation
| Element | Performance Metrics | Linkage to Pay | Notes |
|---|---|---|---|
| Director Equity (RSUs) | None | Not performance-based | RSUs vest on schedule; directors do not receive options or performance-based equity as part of standard pay. |
Other Directorships & Interlocks
| Company/Entity | Capacity | Potential Interlock/Conflict | Company View |
|---|---|---|---|
| Franklin-managed mutual funds | Director/Trustee | Asset manager affiliates could be shareholders or counterparties | Board states service is integrally related to BEN CEO role and within overboarding policy; no related-person transactions requiring disclosure. |
Expertise & Qualifications
- Public company CEO with 35 years at Franklin; brings strategic leadership, financial acumen, M&A, and information technology experience. Serves on Thermo Fisher’s audit and governance functions (member; not the designated financial expert).
- Board-level skills (as described in the proxy’s biographies and skills framework) include senior leadership, financial acumen, public board service, and technology/digital exposure relevant to oversight.
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Beneficial Ownership (Total) | 335 shares-equivalent | All from stock-based units accrued under the Directors Deferred Compensation Plan; counted as beneficial ownership. <1% of shares. |
| Direct/Common Shares | 0 | As reported; beneficial ownership reflects DSUs. |
| DSUs (deferred stock units) | 335 | Payable in common stock at distribution; not voteable/transferable until then. |
| Unvested RSUs (director grant) | 339 units | 2024 director grant outstanding at YE 2024. |
| Pledging/Hedging | Prohibited | Company policy prohibits hedging/pledging by directors. |
| Ownership Guidelines | 5x retainer within 5 years | All directors in compliance or on track as of 12/31/2024. |
Governance Assessment
-
Strengths
- Independent director with current public-company CEO perspective in financial services, adding strategic, financial, and technology oversight skills to Thermo Fisher’s board.
- Active on core governance committees (Audit; slated to join Nominating & Corporate Governance), supporting financial reporting, risk, CSR oversight, and board refreshment.
- Pay structure aligns with shareholder interests via equity retainer; robust ownership guidelines and anti-hedging/pledging policy strengthen alignment.
- Overboarding reviewed explicitly; Board concluded compliance and adequate capacity to serve effectively.
-
Watch items / potential red flags
- Significant external time commitments as BEN’s CEO and trustee/director on affiliated funds; while deemed compliant, investors may monitor workload and attendance over time.
- Not designated an “audit committee financial expert” (others on the committee hold that designation), though she served on Audit; however, committee composition meets regulatory requirements.
-
Overall: No related-party transactions disclosed; attendance thresholds met; committee rotations suggest deliberate alignment of skills to governance needs. These factors support investor confidence in board effectiveness and independence.