Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary (including the Corporate Governance Guidelines), to ensure that separate individuals hold the office of Chairman and the office of Chief Executive Officer as soon as practicable. The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for the current CEO or during the next CEO transition, although it is preferable to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to Board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the Chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long term sustainability and credibility. An independent Board Chairman could also help Thermo Fisher Scientific (TMO) address headwinds such as those that emerged in 2025. TMO stock was down approximately 58% in late 2025 after trading at $672 in 2021, despite a robust stock market. TMO faced a significant revenue headwind in China due to weak market conditions, a challenging pricing and reimbursement environment, and the impact of ongoing tariffs. The company estimated a $400 million hit to sales in China for the year. The diagnostics and healthcare segments saw low single digit declines in revenue growth, largely due to conditions in China. The analytical instruments segment also saw a decrease in adjusted operating income and operating margin. Revenue from the academic and government sectors declined due to persistent funding constraints and grant cancellations by the National Institutes of Health (NIH). TMO continued to reduce its headcount and consolidate facilities, incurring restructuring costs. These actions were primarily in the laboratory products and biopharma services segments. Headwinds from tariffs and related foreign exchange impacts presented ongoing challenges to the company’s operations and profitability. A Reuters exclusive reported in October 2024 (news widely discussed into 2025) that a Thermo Fisher plant producing the firm’s viral transport medium and RSV drug had breached FDA rules, including issues with procedures to prevent microbial contamination. While the FDA stated concerns were addressed, the report highlighted manufacturing practice issues. In January 2025, a journal retracted a Thermo Fisher study over ethical concerns that a tool used in the study violated standards of forensic genetics, as informed consent for DNA data collection in China could not be verified.