Karen S. Lynch
THERMO FISHER SCIENTIFICAbout Karen S. Lynch
Karen S. Lynch is an independent director of Thermo Fisher Scientific, age 62, first elected to the Board in 2025. She previously served as President & CEO of CVS Health (2021–2024), brings a CPA background from Ernst & Young, and has been designated by the Board as qualifying as an Audit Committee financial expert, with appointment to the Audit Committee effective immediately following the 2025 Annual Meeting . The Board identified Lynch during its annual evaluation and refreshment process to add public company CEO experience, financial reporting/accounting expertise, and healthcare industry expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health Corporation | President & Chief Executive Officer | 2021–2024 | Led a Fortune 10 health solutions company; adds CEO operating oversight to TMO’s Board . |
| CVS Health Corporation | Executive Vice President | 2012–2021 | Senior corporate leadership experience relevant to TMO’s healthcare customers . |
| Aetna Inc. (CVS business unit) | President | 2015–2021 | Deep payer/provider ecosystem exposure; informs risk/compliance and customer perspectives . |
| Ernst & Young LLP | Auditor (CPA) | Early career | Public company auditor experience; supports Audit Committee financial expertise designation . |
External Roles
| Organization | Role | Timeframe | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships . |
| CVS Health Corporation | Director (prior) | Not disclosed | Previously served on the board; potential network ties in healthcare ecosystem . |
| U.S. Bancorp | Director (prior) | Not disclosed | Prior financial services board experience . |
Board Governance
| Topic | Details |
|---|---|
| Independence status | Listed as “Independent” in nominee biography; Board states all current directors other than the CEO and one non-independent director are independent under NYSE/SEC standards . |
| Committee assignments | Will become a member of the Audit Committee immediately after the 2025 Annual Meeting; Board determined she qualifies as an Audit Committee financial expert . |
| Committee workloads (2024) | Audit: 11 meetings; Compensation: 7; Nominating & Corporate Governance: 5; Strategy & Finance: 3; Science & Technology: 1 . |
| Attendance & engagement | Board met 6 times in 2024; each then-serving director attended at least 75% of Board and committee meetings; all attended the 2024 Annual Meeting. (Lynch joined in 2025; individual 2024 attendance not applicable) . |
| Executive sessions | Independent directors meet regularly and at least semi-annually in executive sessions without management, led by the Lead Independent Director . |
| Lead Independent Director | Scott M. Sperling serves as Lead Independent Director with robust agenda-setting and shareholder engagement responsibilities . |
| Overboarding policy | Non-employee directors limited to serving on no more than 3 other public company boards; stricter for sitting public-company executives; Audit Committee members limited to 2 other audit committees . |
| Onboarding | New directors receive comprehensive orientation and committee-specific onboarding . |
| Related-party exposure | The 2025 independence review lists relationships considered for several directors; Lynch is not listed in that table, and no related-party relationships were disclosed for her therein . |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Paid quarterly; out-of-pocket meeting expenses reimbursed . |
| Lead Director cash retainer | $165,000 | Applicable to Lead Director only . |
| Committee chair fees | Audit Chair: $25,000; N&CG Chair: $20,000 | Compensation Chair and other chair retainers not listed with amounts in the excerpted section; no meeting fees disclosed . |
| Annual equity grant (RSUs) | $200,000 grant-date value; vests at earlier of 1 year or next Annual Meeting | Number of RSUs based on grant-date closing price; rounded up to whole shares . |
| Deferred compensation plan | Directors may defer cash retainer into stock-denominated units paid in shares upon ceasing service; dividend equivalents credited | Examples of 2024 deferrals by other directors are disclosed (DSUs), indicating active plan usage . |
| Matching charitable donations | Up to $15,000 per director per year | Matching program for director-selected charities . |
| D&O insurance | Company-provided; annual cost approx. $3.3 million | Broad director/officer liability coverage . |
Performance Compensation
| Component | Metrics | Vesting | Status |
|---|---|---|---|
| Performance-based director pay | None disclosed for directors; director equity grants are time-based RSUs (no performance metrics) | RSUs vest at earlier of 1 year or next Annual Meeting | Not applicable to directors; performance metrics apply to executives, not directors . |
The Compensation Committee oversees clawback policy administration (company-wide), but this relates to executive compensation; directors are not granted performance awards under the disclosed director program .
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None . |
| Prior public company boards | CVS Health Corporation | Director | Healthcare network and governance experience . |
| Prior public company boards | U.S. Bancorp | Director | Financial services governance experience . |
Expertise & Qualifications
- Public company CEO experience (CVS Health) aligning with Board-identified needs for CEO leadership and healthcare industry expertise .
- Financial reporting and accounting expertise (CPA; former public company auditor) underpinning Audit Committee financial expert designation .
- Board refreshment outcome: identified through Board’s evaluation to enhance skills mix (public company CEO, financial/accounting, industry/healthcare) .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Options Exercisable by Apr 29, 2025 | RSUs Vesting by Apr 29, 2025 | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Karen S. Lynch | 76 | 0 | 0 | 76 | * (less than 1%) |
Stock ownership guidelines require directors to hold shares equal to 5x the annual cash retainer within 5 years of joining the Board; as of Dec 31, 2024 all then-serving directors were in compliance or on track (new directors have five years to comply) .
Governance Assessment
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Positive signals:
- Independence and Audit Committee financial expert designation strengthen oversight of financial reporting and risk; Audit membership effective post-2025 Annual Meeting .
- No related-party relationships disclosed for Lynch in the Board’s 2025 independence review table, mitigating conflict risk .
- No current public company directorships; well within Thermo Fisher’s overboarding limits .
- Director compensation is a balanced cash/equity mix with clear vesting and robust ownership guideline (5x retainer within 5 years), aligning incentives to long-term shareholder value .
-
Watch items:
- Early-stage ownership: beneficial ownership of 76 shares as of March 1, 2025; alignment expected to build via annual RSU grants and guideline over the five-year window .
- Individual attendance record will only be assessable after her first year on the Board; 2024 attendance statistics do not apply to her (she joined in 2025) .
-
Context:
- Independent directors meet in executive session at least semi-annually, and the Lead Independent Director maintains robust agenda-setting and investor engagement responsibilities—supportive of independent oversight .
Insider Trades
| Period | Form 4 Activity | Notes |
|---|---|---|
| Last 12 months (proxy scope) | Not disclosed in the DEF 14A; director trading activity is typically reported on SEC Form 4, not in the proxy . | For real-time Section 16 filings, refer to the SEC’s EDGAR system (outside the scope of this proxy). |
Notes: All citations refer to Thermo Fisher Scientific Inc. 2025 DEF 14A (filed April 8, 2025).