Stephen Williamson
THERMO FISHER SCIENTIFICAbout Stephen Williamson
Stephen Williamson is Senior Vice President and Chief Financial Officer of Thermo Fisher Scientific, serving as CFO since August 2015 with 23 years at the company . Under his tenure, the company delivered 2024 revenue of $42.88B, GAAP diluted EPS of $16.53, adjusted EPS of $21.86, and free cash flow of $7.32B . Thermo Fisher’s five-year TSR stands at 62%, with $4.0B of 2024 share repurchases and an 11% dividend increase versus 2023 . Say‑on‑pay support was 89% in 2024, reflecting shareholder alignment with executive compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thermo Fisher Scientific | SVP & Chief Financial Officer | 2015–present | Finance leadership through a period featuring disciplined capital allocation (e.g., $7.7B deployed in 2024, including $3.1B Olink acquisition and $4.6B returned via buybacks/dividends) |
Fixed Compensation
Multi-year compensation (USD) for Stephen Williamson:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $974,808 | $1,014,577 | $1,047,575 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $2,340,271 | $2,535,540 | $3,299,636 |
| Option Awards (grant-date fair value) | $1,564,106 | $1,680,428 | $4,779,797 |
| Non-Equity Incentive Plan Compensation (Annual bonus) | $1,762,843 | $805,777 | $1,815,500 |
| All Other Compensation | $211,045 | $203,937 | $145,073 |
| Total | $6,853,073 | $6,240,259 | $11,087,581 |
Key 2024 cash comp details:
- Base salary increased to $1,055,132 effective March 31, 2024 (from $1,024,400) .
- Target bonus increased from 110% to 115% of base; actual annual incentive payout was $1,815,500 based on a 150.7% performance score .
Performance Compensation
2024 Annual Incentive Plan
| Metric | Weight | Target Framework | Actual | Payout |
|---|---|---|---|---|
| Organic Revenue Growth | 35% | Challenging, stair-step targets; threshold below (4.07)% up to target near (0.82)%; max above 0.68% | (0.19)% | 156.4% |
| Adjusted Net Income | 30% | Stair-step schedule around ~$7.6B–$8.17B ranges | See Company results framework | 186.7% |
| Free Cash Flow | 5% | 100% payout at $6.0–$6.749B; 200% at ≥$6.75B | ≥$6.75B threshold met per payout table | 200.0% |
| Non-Financial Strategic Goals | 30% | CSR, innovation, customer metrics, capital deployment execution | Delivered objectives (e.g., Olink integration, PPI productivity, CAS improvement) | 100.0% |
| Total | 100% | — | — | 150.7% overall score |
2024 Named Executive Officer annual incentive result for Williamson:
| Target (% of Base) | Target Award | Performance Score | Approved Award |
|---|---|---|---|
| 115% | $1,204,711 | 150.7% | $1,815,500 |
2024 Performance-Based Restricted Stock Units (PSUs)
| Component | Weight | Threshold | Baseline | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Organic Revenue Growth | 50% | < (6.08)% | (1.57)%–(0.83)% | ≥ 0.68% | (0.19)% | 163% (pre-TSR) |
| Adjusted EPS | 50% | < $18.74 | $21.00–$21.33 | ≥ $22.00 | $21.86 | 163% (pre-TSR) |
| Relative TSR Adjustment (3-year vs 2024 TSR peer group) | — | Bottom quartile: −30% third tranche | 2nd quartile: +15% third tranche | Top quartile: +30% third tranche | Applied at final vest (2027) | ±10% total shares potential |
2022 PSU final result (historical): Earned at 175% pre-TSR, reduced to 157.5% after TSR (company TSR at 14th percentile), with Williamson earning 4,660 total shares vs 5,178 pre-TSR .
Equity Ownership & Alignment
| Ownership Component | Detail |
|---|---|
| Beneficial Ownership | 36,947 shares owned; 74,076 options exercisable on/before Apr 29, 2025; 1,352 RSUs vesting by that date; total 112,375 . |
| Stock Ownership Guidelines | 3x base salary for executives; all NEOs in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Officers prohibited from hedging and pledging Company stock; margin borrowing also prohibited . |
| Dividend Equivalents | Paid only on shares actually received; no unearned dividend equivalents . |
| Insider Activity (2024) | Exercised 21,925 options, realizing $8,344,436; 5,074 shares vested from stock awards (value $2,966,950) . |
Vesting schedules and outstanding awards (selected 2024 grants):
- 2024 PSUs: Target 3,932 shares; one-third vested Feb 28, 2025; next tranches Feb 28, 2026 and 2027, with final TSR adjustment on third tranche .
- 2024 Time-based RSUs: 1,966 units; vests 15% on Aug 28, 2024, 25% on Aug 28, 2025, 30% on Aug 28, 2026, and 30% on Aug 28, 2027 .
- 2024 Stock Options: 12,250 options at $552.85; vests in equal annual installments on Feb 28, 2025–2028 .
- 2024 TSR Performance Options: 19,863 maximum; exercise price $552.85; cliff vests (if earned) in Feb 2027 based on 3-year and/or annual top-third TSR criteria; noted underwater as of Dec 31, 2024 .
Outstanding awards detail (partial):
| Award | Quantity | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|
| Options (various prior grants) | 19,650; 17,300; 20,000; etc. | $253.99; $309.63; $418.32; etc. | 2026–2031 | Equal annual installments; schedules per footnotes |
| 2024 Options | 12,250 | $552.85 | 2/21/2032 | Equal annual installments (2025–2028) |
| 2024 Perf. Options (max) | 19,863 | $552.85 | 2/21/2032 | Cliff vest Feb 2027, subject to TSR |
| 2024 RSUs (time-based) | 1,966 | — | — | 15%/25%/30%/30% Aug 2024–2027 |
| 2024 PSUs (target) | 3,932 | — | — | Annual tranches Feb 2025–2027; TSR adjustment at final vest |
Employment Terms
| Provision | Key Terms |
|---|---|
| Executive Severance Policy (non‑CIC) | Lump sum 1.5× salary + 1.5× target bonus; pro‑rata bonus for year of termination; 18 months medical/dental/life benefits; up to $20,000 outplacement; requires release and non‑compete . |
| Change‑in‑Control (CIC) Retention Agreement | Double‑trigger within 18 months post‑CIC; lump sum 2.5× salary + 2.5× target bonus; pro‑rata bonus; 2 years medical/dental/life benefits; up to $20,000 outplacement; no tax gross‑ups . |
| Non‑Compete & Non‑Solicit | Post‑employment non‑compete of 18 months for Williamson; non‑solicit of employees/customers for 18 months . |
| Clawback Policy | Effective Oct 2, 2023; recoup incentive-based compensation for restatements covering prior 3 completed years; additional recoupment for misconduct and covenant breaches in equity agreements (look‑back 12 months on sales proceeds) . |
| Option Term Change | Beginning Feb 2025 grants, option term increased from 8 to 10 years to encourage longer holding; part of shareholder feedback response . |
Retirement transition:
- Announced July 23, 2025: Williamson to retire effective March 31, 2026; successor (James R. Meyer) appointed to assume CFO role March 1, 2026 .
Performance Compensation – Equity Grants Detail (2024)
| Grant Type | Grant Date | Shares/Options | Exercise Price | Grant-date Fair Value |
|---|---|---|---|---|
| PSUs (target; max) | 2/21/2024 | 3,932; 8,650 | — | $2,212,733 |
| TSR Performance Options (max) | 2/21/2024 | 19,863 | $552.85 | $2,588,149 |
| Time-based RSUs | 2/21/2024 | 1,966 | — | $1,086,903 |
| Stock Options (4‑yr ratable) | 2/21/2024 | 12,250 | $552.85 | $2,191,648 |
Compensation Structure Analysis
- Increased at-risk pay mix via larger performance option award; PSUs earned at 163% pre‑TSR, reinforcing pay‐for‐performance tied to organic revenue and adjusted EPS .
- Longer option terms (to 10 years starting 2025) enhance long‑term alignment and reduce near‑term selling pressure, responding to shareholder feedback .
- No tax gross‑ups; robust clawback and anti‑pledging policies mitigate governance risk .
Equity Ownership & Alignment
| Indicator | Assessment |
|---|---|
| Ownership vs. Guidelines | Meets/exceeds 3× salary guideline for executives; all NEOs compliant as of Dec 31, 2024 . |
| Pledging/Hedging | Prohibited for officers; reduces misalignment risk . |
| Vested vs. Unvested | Meaningful unvested equity across RSUs, PSUs, and options with staggered vesting through 2027; 2024 TSR options cliff vest only if performance met . |
| Underwater Awards | TSR long-term incentive stock options were underwater as of Dec 31, 2024, limiting near-term realizable value . |
Related Policies and Governance
- Anti-hedging/anti-pledging, stock ownership, and no unearned dividend equivalents policies strengthen alignment .
- Compensation peer group refreshed (removed 3M in 2024 review); benchmarking near median positioning .
- Say-on-pay approval at 89% in 2024 underscores investor support .
Investment Implications
- Alignment: Strong pay-for-performance design (PSUs tied to organic revenue and adjusted EPS; performance options tied to relative TSR), robust ownership and no pledging enhance alignment with shareholders .
- Retention risk: Retirement announced for March 31, 2026 introduces transition risk; however, designated successor with long company tenure mitigates continuity concerns .
- Selling pressure: Staggered vesting of RSUs and annual option tranches through 2028, plus TSR cliff vest in 2027, suggests periodic delivery but underwater performance options dampen near-term monetization; 2024 option exercises ($8.34M realized) indicate active management of holdings .
- Performance backdrop: 2024 delivery (adjusted EPS $21.86, FCF $7.32B) supports incentive payouts; five-year TSR of 62% and disciplined capital deployment underpin long-term value creation .
Note: Education and age are not disclosed in the 2025 proxy/8‑K materials reviewed; sections above focus on disclosed items per available filings.