Form 4: Thermo Fisher EVP's Stock Holdings Update
Statement of Changes in Beneficial Ownership
Frederick M. Lowery, Executive Vice President at Thermo Fisher Scientific, reported changes in his beneficial ownership, including new performance-based restricted stock units and an adjustment to a prior award.
Summary
- Frederick M. Lowery, Executive Vice President of Thermo Fisher Scientific Inc. (TMO), reported changes in his beneficial ownership of common stock.
- Acquired 1,638 shares from a performance-based restricted stock unit (RSU) award granted on February 19, 2025, with performance criteria certified on February 25, 2026.
- This new RSU award vests in three equal tranches on February 28, 2026, 2027, and 2028.
- An adjustment to a performance-based RSU award granted on February 22, 2023, resulted in a 15% reduction, or 64 fewer shares, due to the company's relative Total Shareholder Return (TSR) performance over a three-year measurement period.
- Acquired 10.854 shares of TMO common stock through the TMO 401(k) plan between December 2, 2025, and February 26, 2026.
- Current direct beneficial ownership stands at 15,941.3724 shares.
- Current indirect beneficial ownership includes 1,186.684 shares via 401(k) and 5.036 shares via a Limited Liability Company.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a moderately positive filing. While a prior RSU award was reduced due to performance, a new significant performance-based award was certified, indicating ongoing executive incentive alignment and future potential.
Positives
- Acquisition of 1,638 shares from a new performance-based restricted stock unit award, indicating continued incentive alignment.
- Ongoing participation in the company's 401(k) plan, acquiring 10.854 shares.
Negatives
- A 15% reduction, equivalent to 64 fewer shares, in a prior performance-based RSU award due to the company's relative Total Shareholder Return (TSR) performance falling short over the three-year measurement period.
Risks
- The reduction in a performance-based RSU award highlights the inherent risk associated with achieving performance targets, specifically relative Total Shareholder Return (TSR).
Future Outlook
The new performance-based restricted stock unit award is scheduled to vest in three equal tranches on February 28, 2026, 2027, and 2028, aligning the executive's future compensation with long-term company performance.
Industry Context
StockSavvy.ai notes that performance-based restricted stock units are a common executive compensation tool in the life sciences and technology sectors, aiming to align executive incentives with shareholder value creation. The adjustment based on relative TSR performance reflects a growing trend towards more rigorous, market-based performance metrics in executive pay.
Stakeholder Impact
- Shareholders: The executive's compensation structure, including performance-based awards, aligns management interests with shareholder value creation, though the reduction in a prior award indicates that performance targets are being enforced.
Next Steps
- The new performance-based restricted stock unit award will vest in three equal tranches on February 28, 2026, February 28, 2027, and February 28, 2028.
Key Dates
| Date | Description |
|---|---|
| 2023-02-22 | Grant date of a performance-based restricted stock unit award that was later adjusted. |
| 2025-02-19 | Grant date of a new performance-based restricted stock unit award. |
| 2025-12-02 | Start date of the period during which 10.854 shares were acquired under the 401(k) plan. |
| 2026-02-25 | Compensation Committee certified achievement of performance criteria for the new RSU award and certified the 15% reduction for the prior RSU award. |
| 2026-02-26 | End date of the period during which 10.854 shares were acquired under the 401(k) plan. |
| 2026-02-27 | Date the Form 4 was signed by attorney-in-fact. |
| 2026-02-28 | First vesting date for the new performance-based restricted stock unit award. |
| 2027-02-28 | Second vesting date for the new performance-based restricted stock unit award. |
| 2028-02-28 | Third vesting date for the new performance-based restricted stock unit award. |
Keywords
Thermo Fisher Scientific, TMO, Form 4, Insider Trading, Stock Ownership, Restricted Stock Units, Executive Compensation, Frederick M. Lowery, Performance-Based Awards, TSR
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