Tyler Jacks - Director | THERMO FISHER SCIENTIFIC (TMO) Executive Profile & Compensation

About Tyler Jacks

Tyler Jacks is a longtime Thermo Fisher Scientific (TMO) director (since 2009), age 64 in the 2025 proxy. He chairs the Science & Technology Committee and serves on the Strategy & Finance Committee. Outside TMO, he is President of Break Through Cancer and a Professor of Biology at MIT’s Koch Institute; prior roles include Founding Director of MIT’s Integrative Cancer Research (Koch Institute) and HHMI Investigator. The Board discloses he is not independent under TMO’s guidelines due to a relationship with Dragonfly Therapeutics described below.

Past Roles

Organization	Role	Tenure	Committees/Impact
Break Through Cancer	President	2021 – Present	Leadership in collaborative oncology research
MIT, Koch Institute/Center for Cancer Research	Professor, Biology	1992 – Present	Scientific expertise aligned with TMO life-science focus
MIT, Integrative Cancer Research (Koch Institute)	Founding Director	2001 – 2021	Built translational cancer research programs
Howard Hughes Medical Institute	Investigator	1994 – 2021	Prestigious scientific credential

External Roles

Organization	Role	Public/Private	Notes
Amgen, Inc.	Director	Public	Current public company directorship

Board Governance

Item	Detail
Committee assignments	Science & Technology (Chair); Strategy & Finance (Member)
Independence status	Not independent under Company guidelines due to Dragonfly Therapeutics relationship (Company sales to Dragonfly exceeded 2% of Dragonfly’s revenues in 2021 and 2023)
Exchange-mandated committees	100% independent (Audit, Compensation, N&CG) – Jacks’ non-independence does not affect these
Attendance	Board met 7 times in 2023; each director attended ≥75% of Board and committee meetings; all directors attended 2023 Annual Meeting
2025 director election support	For: 309,910,625; Against: 6,020,753; Abstain: 377,995; Broker Non-Votes: 18,072,525
Hedging/pledging	Prohibited for directors (no hedging or pledging of Company stock)
Stock ownership guideline	5x the annual cash retainer; 5 years to meet; as of 12/31/24, all then-serving directors were in compliance or on track

Fixed Compensation

Year (Service)	Annual Cash Retainer	Committee Chair/Other Fees	Total Cash	All Other Comp (Dividends/Programs)	Source
2024	$125,000 (base)	$20,000 (S&T Chair)	$145,000	$555 (dividend equivalents; other as disclosed)	2025 Proxy
2023	$125,000 (base)	$20,000 (S&T Chair)	$145,000	$514 (dividend equivalents; other as disclosed)	2024 Proxy

Program terms: Lead Director $165,000; Audit & Compensation Chairs $25,000; N&CG, Science & Technology, Strategy & Finance Chairs $20,000; cash paid quarterly; directors may defer retainers into stock units under the Directors Deferred Compensation Plan.

Performance Compensation

Grant Date	Instrument	Shares/Units	Grant-Date Fair Value	Vesting
May 22, 2024	Time-based RSUs	339	$200,281	Earlier of 1-year anniversary or next annual meeting
May 24, 2023	Time-based RSUs	392	$200,202	Earlier of 1-year anniversary or next annual meeting

Notes:

Non-employee director equity is time-based; no performance metrics tied to director equity awards.

Other Directorships & Interlocks

Entity	Type	Jacks’ Relationship	TMO Relationship/Transactions	Governance Implication
Amgen, Inc.	Public	Director	Not identified as a related-party transaction	External network; no disclosed conflict
Dragonfly Therapeutics, Inc.	Private	>10% equity owner	Company sales to Dragonfly exceeded 2% of Dragonfly revenues in 2021 and 2023	Drives non-independence under TMO guidelines (oversight optics)
MIT (Koch Institute)	Academic	Professor/Leader	TMO sales/purchases with MIT within de minimis thresholds in 2023 (below 2% or $1M)	Board considered; does not impair independence thresholds for others

Expertise & Qualifications

Deep oncology and translational research leadership: President, Break Through Cancer; decades at MIT Koch Institute.
Board-level experience across biotech and scientific advisory boards, aligning with TMO’s life sciences portfolio and innovation agenda.

Equity Ownership

As-of Date	Shares Owned Directly/Indirectly	Total Beneficial Ownership	% Outstanding
Mar 1, 2025	8,059	8,059	<1%
Mar 1, 2024	7,667	7,667	<1%
Mar 1, 2023	7,298	7,298	<1%

Additional alignment policies:

Director ownership guideline: 5x cash retainer; all directors in compliance or on track (as of 12/31/24).
Anti-hedging/anti-pledging policy prohibits pledging Company stock; no pledging disclosed for Jacks.

Governance Assessment

Strengths
- Strong shareholder support in 2025 director election (≈98% “For” of votes cast excluding broker non-votes), signaling confidence in his Board contribution.
- Highly relevant domain expertise and service as S&T Chair enhance oversight of R&D, product pipeline, and technology strategy.
- Ownership alignment via annual RSU grants and 5x retainer ownership guideline; anti-hedging/pledging mitigates alignment risks.
Watch items / RED FLAGS
- Independence: Not independent under Company guidelines due to Dragonfly Therapeutics relationship (Company sales to Dragonfly >2% of Dragonfly revenues in 2021 and 2023). This is a governance sensitivity; however, he does not sit on exchange-mandated independent committees.
- Say-on-Pay failed in 2025 (For 111.1M; Against 201.4M), reflecting broader shareholder dissatisfaction with executive pay; while not specific to directors, it elevates scrutiny of Board oversight and engagement with investors.
Attendance and engagement appear adequate at the Board level (≥75% for all directors; full annual meeting attendance in 2023). Continued transparency on individual attendance would further bolster confidence.
Compensation mix is stable and predominantly at-risk via equity (time-based RSUs), with reasonable cash retainers including chair fees aligned to responsibilities; no director options or special bonuses disclosed.