Scott M. Sperling
THERMO FISHER SCIENTIFICAbout Scott M. Sperling
Lead Independent Director of Thermo Fisher Scientific (TMO); age 67; director since 2006 and elected Lead Director in May 2022. He is Co-Chief Executive Officer of private equity firm Thomas H. Lee Partners, LP (THL), bringing deep corporate finance, M&A and governance experience; the Board affirms his independence despite long tenure. No other current public company directorships; previously served on The Madison Square Garden Company board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomas H. Lee Partners, LP | Co-Chief Executive Officer | 1994–Present | Private equity leadership; corporate finance/M&A expertise relevant to TMO’s strategy |
| The Madison Square Garden Company | Director (prior) | Not disclosed | Public company board experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| — | — | No current public company directorships | “Other current directorships: None” |
Board Governance
- Roles: Lead Independent Director; member, Compensation Committee. As Lead Director, he calls/leed independent director sessions, approves Board agendas and schedules, serves as primary Board contact for investors, and liaises with the Chair/CEO. Executive sessions of independent directors occur regularly, at least semi-annually.
- Committees: Compensation Committee (independent; 7 meetings in 2024). Responsibilities include CEO/NEO pay, succession, incentive plan oversight, risk assessments, clawback policy administration, and director pay recommendations. Chair: Dion J. Weisler; members include R. A. Keith, J. C. Mullen, S. M. Sperling.
- Independence: Board determined he is independent and explicitly considered tenure; for longer-tenured directors (including Mr. Sperling), independence was deemed not diminished.
- Attendance/engagement: Board met 6 times in 2024; each director attended ≥75% of applicable meetings; all directors attended the 2024 Annual Meeting.
- Shareholder engagement: Lead Director available as primary Board contact; investors have “overwhelmingly” expressed confidence in the current leadership structure.
- Refreshment/limits: Mandatory retirement guideline at 72 (waivable); overboarding policy in place.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Lead Director annual cash retainer | $165,000 | Paid quarterly; out-of-pocket expenses reimbursable |
| Committee chair fees | $0 | Not a committee chair (Compensation Committee chaired by Weisler) |
| Meeting fees | N/A | Program uses retainers; no per-meeting fees disclosed |
| Annual equity grant (RSUs) | $200,281 | 339 RSUs granted on May 22, 2024; vest at earlier of 1-year anniversary or next Annual Meeting |
| All other compensation | $41,239 | $15,000 charitable match + $25,685 dividend equivalents on deferred stock units + standard RSU dividend equivalents program-wide |
| Total 2024 director comp (Sperling) | $406,521 | Sum of above |
- Director stock ownership policy: 5x the annual cash retainer; directors have 5 years to comply; as of Dec 31, 2024, all then-serving directors were compliant or on track.
- Deferred compensation: Directors can elect to defer cash retainer into stock units; Mr. Sperling deferred 292 DSUs in 2024.
- Legacy Fisher Board pension: Receives $48,000/year from a pre-merger Fisher Scientific director retirement plan (not included in TMO 2024 director comp table).
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based elements | None for non-employee directors; equity is time-based RSUs with 1-year vest to the next Annual Meeting. |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| The Madison Square Garden Company (prior) | Director | No TMO-related interlock disclosed. |
- Related-party/transactions: Audit Committee pre-approves related person transactions; Company reported no related person transactions requiring disclosure involving non-employee directors; Mr. Sperling not listed in relationships table.
Expertise & Qualifications
- Lead independent governance: Sets Board agendas/schedules with Chair, presides over independent sessions, and engages directly with shareholders as needed.
- Corporate finance & M&A: Three decades leading THL across healthcare/technology sectors; skillset aligns with TMO’s acquisitive strategy and capital allocation oversight.
- Compensation oversight: Active role on Compensation Committee overseeing pay-for-performance, clawback policy, and consultant independence (Pearl Meyer retained; no conflicts).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 89,614 shares | Includes 17,152 stock-based units accrued under Directors Deferred Compensation Plan; these units are payable in common stock at distribution and not voteable/transferable until conversion. |
| Percent of shares outstanding | <1% | Company reports each director below 1%. |
| RSUs outstanding at YE2024 (director grant) | 339 units | For each then-serving non-employee director as of May 22, 2024 grant. |
| Hedging/pledging | Prohibited for directors | Short sales, derivatives, and pledging are prohibited under Insider Trading Policy. |
| Ownership guideline status | In compliance/on track | As of Dec 31, 2024. |
Governance Assessment
-
Strengths
- Robust independent role as Lead Director with clear authorities; regular executive sessions bolster oversight.
- Independence affirmed despite long tenure; no related-party transactions disclosed involving Mr. Sperling.
- High baseline engagement/attendance by the Board; all directors met ≥75% attendance and attended the 2024 Annual Meeting.
- Director pay structure balanced (cash + equity), meaningful ownership guideline (5x retainer), and anti-hedging/pledging policy align interests with shareholders.
-
Watch items
- Tenure: Director since 2006; while independence is reaffirmed, some investors view long tenure as a potential risk. The Board added “additional independence considerations” disclosure and maintains active refreshment.
- Private equity leadership: As Co-CEO of THL, monitor for any dealings with THL portfolio companies; none disclosed as related party, and the Audit Committee pre-approves such matters.
-
Broader compensation/engagement context
- Say-on-pay received 89% support in 2024; Compensation Committee uses independent consultant (Pearl Meyer).
RED FLAGS: None disclosed specific to Mr. Sperling (no pledging/hedging, no related-party transactions, attendance thresholds met). Continue monitoring for tenure perceptions and any emergent related-party exposures given THL affiliations.