R. Alexandra Keith
THERMO FISHER SCIENTIFICAbout R. Alexandra Keith
Independent director at Thermo Fisher Scientific since 2020; age 57. She serves on the Compensation Committee and the Nominating & Corporate Governance Committee. Externally, she is Chief Executive Officer, P&G Beauty at Procter & Gamble and Executive Sponsor for Corporate Sustainability. The Board has determined she is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble Company | Chief Executive Officer, P&G Beauty | 2019–present | Executive leadership of a global consumer products business; strategic, financial, international and M&A experience cited by TMO’s Board |
| Procter & Gamble Company | Executive Sponsor, Corporate Sustainability | 2021–present | Guides sustainability progress alongside P&G’s Chief Sustainability Officer |
| Procter & Gamble Company | President, Global Hair Care and Beauty Sector | 2017–2019 | Senior leadership across global beauty brands |
| Procter & Gamble Company | President, Global Skin and Personal Care | 2014–2017 | Senior leadership across personal care |
| Procter & Gamble Company (earlier career) | Roles in manufacturing, logistics, innovation planning, marketing | Various (30+ years at P&G) | Broad operating and go-to-market background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Procter & Gamble Company | Chief Executive Officer, P&G Beauty | 2019–present | Current executive role |
| Procter & Gamble Company | Executive Sponsor, Corporate Sustainability | 2021–present | Corporate sustainability oversight |
| Public company boards | None | — | No other public company directorships |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member. No chair roles. Compensation Committee met 7 times in 2024; Nominating & Corporate Governance met 5 times.
- Independence: Board determined Ms. Keith is independent under NYSE/SEC standards; “Additional independence considerations” disclosed.
- Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and committee meetings; all then‑serving directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet regularly and at least semi‑annually in executive session; Lead Director presides.
- Overboarding policy: Non‑employee directors who are current executive officers should not serve on more than two other public company boards; Ms. Keith has no other public boards, consistent with policy.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly; Ms. Keith elected to defer and received 221 deferred stock units under the Directors Deferred Compensation Plan. |
| Committee chair fees | $0 | Not a chair; Audit Chair $25,000; N&CG Chair $20,000; others not listed. |
| Annual equity grant (RSUs) | $200,281 | 339 RSUs granted on May 22, 2024; vest at the earlier of one year from grant or the next annual meeting. |
| All other compensation | $1,697 | Includes $1,142 of dividend equivalents accrued on deferred stock units in 2024. |
| Matching charitable donations | Up to $15,000 available | Company matches director donations up to $15,000 per year. (No specific match disclosed for Ms. Keith in 2024.) |
| Director stock ownership guideline | 5x annual cash retainer | Compliance required within 5 years; as of Dec 31, 2024, all then‑serving directors were either compliant or on track. |
Performance Compensation
- Non‑employee directors are not granted performance‑based equity or cash incentives; director equity is time‑based RSUs with standard vesting, and dividend equivalents accrue only on vested shares.
Other Directorships & Interlocks
| Entity | Type | Relationship | 2024 Transaction Magnitude | Notes |
|---|---|---|---|---|
| Procter & Gamble Company | Customer/Supplier | Ms. Keith is CEO, P&G Beauty; TMO had both sales to and purchases from P&G | Both below 2% of other company revenue or $1M thresholds (check marks) | Board reviewed relationships; determined independence; transactions not considered related‑person per SEC rules. |
| P&G in TMO compensation peer group | Peer benchmarking | P&G is included in TMO’s compensation peer group (2023 update) | Included in the Peer Group list | Compensation Committee uses peer group for benchmarking; Pearl Meyer is independent consultant. |
| P&G in TSR peer group | Performance metric | P&G included in 2024 TSR Peer Group for PSUs/options | Included in TSR Peer Group list | Relative TSR adjustments apply to executive PSUs/options, not director pay. |
Expertise & Qualifications
- Strategic leadership; financial expertise; international business; M&A experience; sustainability experience through corporate sponsor role.
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | DSUs/Units | Options/RSUs Vested by 4/29/2025 | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| R. Alexandra Keith | 2,143 | 944 stock‑based units in Directors Deferred Compensation Plan | 0 | 2,143 (excludes DSUs until distribution) | <1% |
- Note: Director RSU grant in 2024 was 339 units outstanding at year‑end; dividend equivalents accrue only on vested RSUs.
Governance Assessment
- Positives: Independent director; active membership on Compensation and N&CG committees; robust independent oversight framework (Lead Director, executive sessions); strong anti‑hedging/anti‑pledging policy for directors; stock ownership guideline (5x retainer) with on‑track compliance.
- Compensation alignment: Director pay mix is standard (cash retainer + time‑based RSUs), avoiding performance pay that could bias oversight; no meeting fees; transparent vesting and dividend treatment.
- Attendance/engagement: Board met 6 times in 2024 and all directors met 75%+ attendance and attended the annual meeting; committees met regularly (Comp: 7; N&CG: 5).
- Potential conflicts and mitigants:
- External employment at Procter & Gamble while serving on TMO’s Compensation Committee, and inclusion of P&G in TMO’s compensation and TSR peer groups, could present perceived interlocks in benchmarking and performance comparisons. Mitigants: independent consultant (Pearl Meyer) to the Compensation Committee, formal independence determinations, and Board disclosure of additional independence considerations.
- TMO’s sales/purchases with P&G are below materiality thresholds; Audit Committee’s related‑party policy and Board’s review concluded no related‑person transactions requiring SEC disclosure.
- Shareholder signals: Company’s 2024 say‑on‑pay passed with 89% support, indicating general investor alignment with compensation governance.
- Overall: Governance quality appears strong with clear independence safeguards; monitor peer‑group decisions and any transaction scale changes involving P&G given Ms. Keith’s executive role for potential perceived conflicts, though current disclosures support independence and immateriality.