Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2022, the Board of Directors of Thermo Fisher Scientific Inc. (the "Company") increased the size of its board to thirteen members and elected Ruby R. Chandy as a director of the Company for a term expiring at the Company's 2022 annual meeting, both effective as of March 1, 2022. Ms. Chandy will serve on the Audit Committee of the Board.

Ms. Chandy was the president of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation, and purification technologies. Previously, Ms. Chandy was chief marketing officer at the Dow Chemical Company and Rohm and Haas Corporation. Ms. Chandy currently serves on the board of directors of DuPont de Nemours, Inc. and Flowserve Corporation. She also serves on the Advisory Board of Pritzker Private Capital, the MIT Sloan Americas Executive Board and is a mentor-in-residence at the University of Pennsylvania Penn Center for Innovation (PCI).

In connection with her service as a director, Ms. Chandy will be entitled to receive the Company's standard agreements and arrangements for non-employee directors, a description of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and will enter into the Company's standard form of indemnification agreement, which was filed as Exhibit 10.2 to the Company's Registration Statement on Form S-4 (Reg. No. 333-90661).

Also on February 23, 2022, Thomas J. Lynch, who has served as a director of the Company since 2009, and as Lead Director since 2020, advised the Board that he plans to retire from the Board when his current term as a director expires at the 2022 annual meeting. Mr. Lynch's decision was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company expects that the Board will be decreased in size to twelve upon the election of directors at the 2022 annual meeting.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit                                                Description
Number
10.1                   Summary of Thermo Fisher Scientific Inc. Annual Non-Management Director
                     Compensation  .

104                  Cover Page Interactive Data File (embedded with the Inline XBRL document).



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THERMO FISHER SCIENTIFIC INC.

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