Marc N. Casper
THERMO FISHER SCIENTIFICAbout Marc N. Casper
Marc N. Casper is Chairman, President and CEO of Thermo Fisher Scientific; he has served as CEO since October 2009 and as Chairman since February 2020. He is 57 and has 23 years of tenure at the company, serving as the sole management director on the board with deep operating and industry expertise . Under his leadership in 2024, Thermo Fisher delivered $42.88B revenue, GAAP diluted EPS of $16.53, adjusted EPS of $21.86, and free cash flow of $7.32B; the company reported a five-year TSR of 62% and repurchased $4.0B of shares while increasing quarterly dividends 11% versus 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermo Fisher Scientific | Chairman, President & CEO | 2020–Present | Combined CEO/Chair role viewed by board as best for unified leadership with strong Lead Independent Director oversight |
| Thermo Fisher Scientific | President & CEO | 2009–2020 | Long-term CEO tenure; deep operational leadership and strategy execution |
| Thermo Fisher Scientific | Executive VP & COO | 2008–2009 | Oversight of operations, foundation for subsequent CEO role |
| Thermo Fisher Scientific | Executive VP | 2006–2008 | Senior leadership experience in life sciences and healthcare equipment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Synopsys, Inc. | Director | Current (term ending) | Not standing for reelection; term expires at the April 10, 2025 annual meeting |
| U.S. Bancorp | Director | Prior | Past public company board service enhances governance expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,687,260 | $1,730,027 | $1,740,000 |
| Target Annual Bonus (% of Base) | Not disclosed | Not disclosed | 210% |
| Actual Annual Bonus ($) | $5,547,713 | $2,623,068 | $5,506,578 |
| All Other Compensation ($) | $775,718 | $730,240 | $537,486 |
Key perquisites in 2024 included a CEO term life insurance policy, personal security, and limited personal aircraft usage (incremental cost $225,000); no tax gross-ups are provided on perquisites .
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Organic Revenue Growth | 35% | Not disclosed | Company achieved; see weighted payout | 156.4% | Focused on growth vs adjusted plan |
| Adjusted Net Income | 30% | Not disclosed | Company achieved; see weighted payout | 186.7% | Efficient operations & resource allocation |
| Free Cash Flow | 5% | Not disclosed | Company achieved; see weighted payout | 200.0% | Quality of earnings and cash generation |
| Non-Financial Strategic Measures | 30% | Pre-set qualitative & quantitative goals | 100% achievement | 100.0% | Advancing strategy, capital deployment, innovation |
| Overall Performance Score | 100% | — | — | 150.7% | Drives annual bonus payout |
Notes:
- Formulaic weighting delivered an overall achievement of 150.7% for 2024 .
Long-Term Incentives (2024 awards granted Feb 21, 2024)
| Instrument | Grant Date Accounting Value ($) | Quantity/Terms | Vesting | Performance Metrics |
|---|---|---|---|---|
| Performance RSUs | $8,194,766 | Target 14,562 shares; Max 32,036 shares | 1/3 on 2/28/2025, 2026, 2027; final TSR adjustment on third tranche | 50% Organic Revenue Growth; 50% Adjusted EPS for fiscal 2024; relative 3-year TSR vs 2024 TSR Peer Group adjusts final tranche (+/-30% per quartile) |
| Stock Options (time-based) | $8,117,862 | 45,374 options; strike $552.85 | 25% annually on 2/28/2025–2028 | Value only if stock price appreciates |
| Performance Stock Options (TSR) | $6,352,907 | Max 48,756 options; strike $552.85 | Cliff vest Feb 2027 if 3-year TSR ranks top-10 in peer group; partial vest (20%/40%/60%) if top-10 in 1/2/3 individual years; forfeited otherwise | Relative TSR vs 2024 TSR Peer Group; awards were underwater at 12/31/2024 |
2024 PSU achievement (pre-TSR): Organic revenue growth (−0.19%) and adjusted EPS ($21.86) produced a 163% payout factor before TSR adjustment .
2022 PSU final payout: Earned at 175% pre-TSR; final adjusted to 157.5% due to TSR in 14th percentile; third tranche reduced by 30% in Feb 2025 .
Mix and term changes:
- CEO annual equity mix increased to 50% PSUs and 50% stock options; no time-based RSUs in 2024 (100% performance-based) .
- Stock option term increased from 8 to 10 years for awards beginning in Feb 2025, in response to shareholder feedback .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 415,296 shares, including 109,540 directly/indirectly owned, 301,338 options exercisable by Apr 29, 2025, and 4,418 RSUs vesting by Apr 29, 2025; <1% of shares outstanding |
| Ownership Guidelines (CEO) | Must hold ≥6x base salary; additional 2-year holding on 50% of net vested RSUs; all NEOs in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited for officers and directors (short sales, derivatives, margin/pledging) per Insider Trading Policy |
| Option Exercises/Vesting (2024) | Exercised 202,150 options (value $76,825,633); 15,511 shares vested from RSUs (value $9,043,174) |
| Unvested/Unexercised Positions | Detailed option and RSU tranches outstanding; includes unearned 2024 PSUs and unearned 2024 performance options (TSR) |
Deferred compensation:
- 2024 executive deferrals: $261,784 executive contributions; $241,084 company match; aggregate year-end balance $18,601,039 .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance (non-CIC) | 2x base salary + 2x target bonus; pro-rata bonus; 2 years medical/dental/life; up to $20,000 outplacement; release, non-disparagement/cooperation required |
| Change-in-Control (double trigger) | 2.5x base salary + target bonus; pro-rata bonus; 2 years medical/dental/life; up to $20,000 outplacement; double-trigger required; no tax gross-up |
| Non-Compete | 24 months; non-solicit of employees/customers for 24 months |
| Equity Treatment (select scenarios) | Death/Disability: 100% accelerated vesting of time-based RSUs; options accelerated; PSUs vest based on eligibility; CIC: 100% accelerated vesting of eligible units |
| Estimated Termination Benefits (12/31/2024) | Involuntary w/o cause or by CEO for good reason: $21,769,319 total; With CIC: $34,509,196 total; Retirement: $3,375,657; Disability/Death: $11,346,169 |
Clawback:
- Adopted updated policy effective Oct 2, 2023 compliant with SEC rules (recoup incentive compensation for restatements in prior 3 years); additional recoupment provisions for misconduct and covenant breaches .
Board Governance
- Board service: Director since 2009; committees: Strategy & Finance and Science & Technology (member); only management director; not independent; all exchange-mandated committees are 100% independent .
- CEO + Chairman dual-role: Combined since Feb 2020 with an independent Lead Director (Scott M. Sperling) who approves agendas/schedules, leads executive sessions, and liaises with shareholders; board annually reviews leadership structure .
- Executive sessions: Independent directors meet regularly and at least semi-annually without management .
- Board attendance: Board met 6 times in 2024; all directors attended ≥75% of meetings and the 2024 annual meeting .
- Director compensation: The CEO receives no additional pay for board service; director pay is a mix of cash and RSUs; director stock ownership requirement is 5x annual cash retainer, with all then-serving directors compliant or on-track by 12/31/2024 .
Compensation Committee Analysis and Shareholder Feedback
- Compensation Committee members: Dion J. Weisler (Chair), R. Alexandra Keith, James C. Mullen, Scott M. Sperling; Pearl Meyer retained as independent consultant (no conflicts) .
- Say-on-pay: 89% favorable in 2024; broad shareholder engagement (proactively contacted holders representing ~46% of outstanding shares; met with ~27%) .
- Program changes from feedback: CEO LTI mix shifted to 50% PSUs / 50% stock options; option term extended to 10 years in 2025; TSR peer group updated; compensation peers adjusted (3M removed in 2024; peers include Broadcom, PepsiCo additions in 2023) .
- Design philosophy: Majority at-risk pay aligned with financial and strategic goals; reference market median positioning; capped payouts; clawback policy; no pensions/SERPs; no tax gross-ups .
Multi-Year CEO Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,687,260 | $1,730,027 | $1,740,000 |
| Stock Awards ($) | $10,336,396 | $8,357,021 | $8,194,766 |
| Option Awards ($) | $9,861,822 | $5,536,313 | $14,470,769 |
| Non-Equity Incentive ($) | $5,547,713 | $2,623,068 | $5,506,578 |
| All Other Compensation ($) | $775,718 | $730,240 | $537,486 |
| Total ($) | $28,208,909 | $18,976,669 | $30,449,599 |
Equity Award Details (2024 CEO grants)
| Award Type | Quantity | Strike/Terms | Grant Date Value ($) |
|---|---|---|---|
| Performance RSUs (target) | 14,562 | 1/3 vesting annually; TSR-adjusted final tranche | $8,194,766 |
| Performance RSUs (maximum) | 32,036 | As above | — |
| Time-based Stock Options | 45,374 | Strike $552.85; 4-year ratable vest | $8,117,862 |
| Performance Stock Options (TSR) | 48,756 (max) | Strike $552.85; 3-year TSR; cliff vest Feb 2027 if performance met | $6,352,907 |
Ownership Snapshot (as of March 1, 2025)
| Category | Shares |
|---|---|
| Direct/Indirect Ownership | 109,540 |
| Options Exercisable by Apr 29, 2025 | 301,338 |
| RSUs Vesting by Apr 29, 2025 | 4,418 |
| Total Beneficial Ownership | 415,296; <1% of outstanding |
Performance & Track Record
| Measure | 2024 Result |
|---|---|
| Revenue | $42.88B |
| GAAP Diluted EPS | $16.53 |
| Adjusted EPS | $21.86 |
| Free Cash Flow | $7.3B |
| Capital Deployment | $7.7B (M&A $3.1B incl. Olink; $4.6B returned via buybacks/dividends) |
| Five-Year TSR | 62% |
| Share Repurchases (2024) | $4.0B |
| Dividend Growth (2024 vs 2023) | +11% |
Risk Indicators & Red Flags
- Hedging/pledging prohibited for officers/directors, reducing alignment risk from collateralization; CEO has additional two-year hold on vested shares .
- Clawback policy compliant with SEC; additional recoupment for misconduct and covenant breaches .
- TSR performance option awards were underwater at year-end 2024, signaling high hurdle alignment with long-term value; nevertheless, CEO exercised 202,150 options in 2024, a potential indicator of liquidity or diversification that can contribute to selling pressure dynamics around vest/event windows .
- No tax gross-ups in severance/change-in-control agreements; double-trigger CIC reduces windfall risk .
- 2024 say-on-pay passed with 89% support; active shareholder engagement and responsive program changes mitigate vote risk .
Investment Implications
- Pay-for-performance alignment is strong: 92% of CEO target compensation is at-risk, with rigorous annual and multi-year metrics including organic revenue growth, adjusted EPS, FCF, and relative TSR; the 2024 overall annual bonus payout at 150.7% reflects operating outperformance, while TSR-based equity remains contingent and was underwater, limiting near-term windfalls .
- Insider selling pressure may be episodic around vesting and exercise events: the CEO exercised 202,150 options in 2024; however, the two-year holding requirement on RSUs and prohibition on pledging/hedging mitigate structural sell pressure and alignment concerns .
- Governance dual-role considerations: combined CEO/Chair can raise independence questions, but robust Lead Independent Director powers, fully independent committees, regular executive sessions, and strong shareholder engagement reduce oversight risk .
- Retention risk managed via performance-heavy LTI mix and 2024 special TSR options that vest only with top-tier relative TSR; option term extension to 10 years increases long-term holding horizons and management’s exposure to sustained value creation .
- Severance economics are competitive but not excessive: 2x (non-CIC) and 2.5x (CIC) salary+target bonus, double-trigger and no gross-ups limit shareholder-unfriendly outcomes while ensuring succession stability .