Michel Lagarde - Executive Vice President and Chief Operating Officer | THERMO FISHER SCIENTIFIC (TMO) Executive Profile & Compensation

About Michel Lagarde

Executive Vice President and Chief Operating Officer of Thermo Fisher Scientific since January 1, 2022; previously Executive Vice President (2019–2021), and Senior Vice President/President, Pharma Services after joining via the Patheon acquisition in 2017 . Education: bachelor’s degree in business administration (European University, Antwerp) and an executive master’s in finance and control (University of Maastricht and University of Amsterdam) . Age references: 47 at appointment announcement in September 2021 and 49 as of the 2022 Form 10-K (February 23, 2023) . Incentives are tied to organic revenue growth, adjusted net income, free cash flow and adjusted EPS (with relative TSR overlay for PSUs); 2024 annual plan achieved a 150.7% payout, while the 2022 PSU grant ultimately paid 157.5% after a TSR-based reduction (14th percentile vs peer group) .

Past Roles

Organization	Role	Years	Strategic Impact
Thermo Fisher Scientific	EVP & COO	2022–present	Oversees enterprise operations; compensation metrics align to operating plan and TSR .
Thermo Fisher Scientific	EVP	2019–2021	Senior leadership continuity ahead of COO transition .
Thermo Fisher Scientific	SVP & President, Pharma Services	2017–2019	Led Pharma Services post-Patheon acquisition .
Patheon N.V.	President & COO	2016–2017	Leadership prior to Patheon acquisition by Thermo Fisher .
JLL Partners	Managing Director	2008–2016	Healthcare-focused private equity experience .

External Roles

Organization	Role	Years	Strategic Impact
Vertex Pharmaceuticals (VRTX)	Director	Appointed Oct 5, 2023	Received $400,000 RSU; adds biopharma board perspective .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$1,068,630	$1,099,210	$1,132,299
Stock Awards ($)	$2,856,932	$3,025,589	$3,818,809
Option Awards ($)	$1,910,056	$2,004,706	$5,642,596
Non-Equity Incentive ($)	$2,020,353	$912,674	$2,047,650
All Other Compensation ($)	$207,552	$206,712	$136,963
Total ($)	$8,063,523	$7,248,891	$12,778,317

Annual Bonus Target & Payout	2023	2024
Target Bonus (% of Base)	115%	120% (raised from 115% in Feb 2024)
Overall Performance Score	72.2%	150.7%
Approved Award ($)	$912,674	$2,047,650

2024 “All Other Compensation” detail	Amount ($)
Matching 401(k) Contributions	$20,700
Long-term Disability Insurance Premiums	$3,001
Matching Deferred Compensation Plan Contributions	$101,952
Dividend Equivalents on RSUs	$10,698
Other	$612
Total All Other Compensation	$136,963

Performance Compensation

Annual incentive structure: 70% financial (organic revenue growth, adjusted net income, free cash flow) and 30% non-financial strategic measures; payout range 0–200% of target .
2024 achievement: Financial subtotal 172.5% (weighted 120.7%) + Non-financial 100% (weighted 30.0%) = Overall 150.7% .
2023 achievement: Financial subtotal 17.4% (weighted 12.2%) + Non-financial 200% (weighted 60.0%) = Overall 72.2% .

2024 Annual Incentive Metrics	Weight	Target/Threshold Framework	Payout	Weighted Payout
Organic Revenue Growth	35%	Graduated steps from threshold to target; step-ups of 2.00%, 1.50%, 1.00%, then finer increments up to 200% max	156.4%	54.7%
Adjusted Net Income ($mm)	30%	Step thresholds at $7,565, $7,853, target, then increments of $127mm and $84mm to 200% max	186.7%	56.0%
Free Cash Flow ($mm)	5%	100% if $6,000–$6,749; 200% at ≥$6,750; none below $6,000	200.0%	10.0%
Subtotal Financial	70%	—	172.5%	120.7%
Non-Financial (strategic goals)	30%	ESG, Customer Allegiance Score, innovation, PPI/AI productivity, capital deployment (Olink close, PPD synergies, pipeline)	100.0%	30.0%
Total	100%	—	—	150.7%

2024 Long-Term Equity Awards (Michel Lagarde)	Grant Date	Shares/Units	Exercise Price	Vesting	Grant-Date Fair Value ($)
Performance-based RSUs (PRSU)	2/21/2024	Target 4,551; Max 10,012	—	3 annual installments; subject to 3-year relative TSR overlay	$2,561,075
Performance-based Stock Options (Performance Option)	2/21/2024	Target 23,836	$552.85	Single vesting on 2/28/2027 if earned	$3,105,831
Time-based RSUs (TBRSU)	2/21/2024	2,275	—	Standard 3.5-year schedule	$1,257,734
Time-based Stock Options	2/21/2024	14,179	$552.85	4 equal annual installments	$2,536,765

2022 PSU Payout after TSR Overlay	Target Shares	Earned Before TSR	Final Earned After TSR
Michel Lagarde	3,613	6,323	5,690 (final 157.5%)

Equity Ownership & Alignment

As-of Date	Shares Owned Directly/Indirectly	Options Exercisable by Date	RSUs Vesting by Date	Total Beneficial Ownership	% Outstanding
March 1, 2024	10,086	228,016 (by Apr 29, 2024)	—	238,102	<1%
March 1, 2025	13,706	225,277 (by Apr 29, 2025)	0 (by Apr 29, 2025)	238,983	<1%

Ownership guidelines: 3x base salary for executives (6x for CEO); 5-year window to comply; all NEOs in compliance as of Dec 31, 2024 .
Hedging/pledging: Prohibited for directors and executives .
Holding requirement: CEO has a 2-year post-vesting hold on 50% of net shares (CEO-specific) .

Selected Outstanding Equity Awards (12/31/2024 year-end)	Exercisable	Unexercisable	Exercise Price	Expiration
Stock Option	122,637	—	$105.17	7/20/2026
Stock Option	22,046	—	$132.66	3/23/2027
Stock Option	22,870	—	$418.32	9/9/2027
Stock Option	7,788	3,894	$458.81	2/23/2028
Stock Option	10,024	3,342	$635.10	11/1/2028
Stock Option	6,970	6,971	$528.58	2/23/2030
Stock Option	2,996	8,991	$548.40	2/22/2031
Stock Option	—	14,179	$552.85	2/21/2032
Performance-Based Stock Option (Unearned)	—	23,836	$552.85	2/21/2032; vests 2/28/2027 if earned
Unvested RSUs (various tranches)	—	542; 1,084; 1,933; 2,109	—	Standard TBRSU schedule
Unearned & Unvested PRSUs	—	4,551	—	3 annual installments with TSR overlay

Employment Terms

Severance policy (non-CIC): Lump-sum of 1.5x base salary + 1.5x target bonus; pro rata target bonus; 18 months medical/dental/life insurance; up to $20,000 outplacement; requires signed release and noncompetition agreement .
Change-in-control (CIC) terms: Double-trigger; cash benefits at 2.5x base salary + target bonus; pro rata target bonus; 2 years medical/dental and life insurance; up to $20,000 outplacement; no tax gross-ups .
Noncompetition: 12 months for Lagarde after employment; non-solicit of employees/customers for 18 months post-termination .
Estimated benefits (illustrative, Dec 31 measurement): 2024 CIC scenario total $14,387,380 (incl. severance $7,669,786; options $239,169; RSUs $6,478,425); 2023 CIC scenario total $16,513,990 (incl. severance $7,250,987; options $1,594,168; performance stock option $2,572,189; RSUs $5,096,646) .

Performance & Track Record

2024 strategic execution (non-financial goals earned at 100%): improved Customer Allegiance Score, strong innovation across product businesses, productivity gains via PPI and embedded AI/digital tools, Olink acquisition closed and integrated, PPD synergies overachieved, maintained strong M&A pipeline .
2023 context: targets maintained rigor amid COVID revenue roll-off and macro weakness (biotech spending, China); most financial goals not met, but non-financial goals achieved at 200% .
TSR overlay for 2022 PSUs: company TSR ranked at 14th percentile vs the 2022 TSR peer group; payout reduced to 157.5% (third tranche reduced by 30%) .

Compensation Structure Analysis

At‑risk pay dominates: 87% of other NEO target compensation at risk; annual incentives 0–200% tied to financial/non-financial metrics; PRSUs and options align to growth and TSR .
Mix shift to performance equity: 2024 awards include PRSUs (financial + TSR), performance‑based stock options (single vest on 2/28/2027 if earned), and time-based RSUs; vesting schedules balance retention and performance .
Governance safeguards: clawback policy; no hedging/pledging; double-trigger CIC; no tax gross-ups; robust ownership guidelines .

Equity Ownership & Alignment

Beneficial ownership <1% of shares; significant vested option overhang (225,277 exercisable by Apr 29, 2025); RSUs vesting by Apr 29, 2025: 0; compliance with 3x salary ownership guideline .
Deferred compensation: aggregate balance of $991,742 as of FY2023; active participation with company matching contributions .

Employment Terms (Additional Detail)

Outplacement services cap: $20,000; benefits continuation periods per severance/CIC footnotes .
Severance (non-CIC) medical/dental premium estimates for Lagarde: $30,137 over 1.5 years; life insurance premiums $1,836 over 1.5 years .
CIC medical/dental premium estimate for Lagarde: $40,512 over 2 years; life insurance premiums $2,448 over 2 years .

Investment Implications

Pay-for-performance alignment is strong: annual plan and PRSUs tied to core financial metrics with TSR overlay; 2024 outperformance drove a 150.7% payout, signaling operational momentum .
Retention risk mitigated by multi-year equity grants (PRSU tranches; performance-based options vesting in 2027) and a 12‑month noncompete/18‑month non‑solicit; CIC benefits are double-trigger with no gross-ups, limiting windfalls .
Potential selling pressure: large volume of exercisable options (225,277 by Apr 29, 2025) could lead to periodic diversification/tax-related sales; no pledging allowed reduces alignment risk .
Strategic execution track record includes integration of acquired assets (e.g., Olink) and productivity initiatives; however, TSR underperformance vs the 2022 peer group reduced PSU payouts, reinforcing balanced payout outcomes when market-relative performance lags .

Note: Attempt to fetch recent Form 4 insider transactions for Michel Lagarde via insider-trades skill failed due to an authorization error (HTTP 401). The analysis above relies on proxy disclosures for ownership and vesting; Form 4 data would provide incremental color on recent sales/exercises if accessible.