Martin Harris
COLGATE PALMOLIVEAbout C. Martin Harris
C. Martin Harris, age 68, has served on Colgate-Palmolive’s Board since 2016 and is an independent director, chairing the Nominating, Governance & Corporate Responsibility (NGCR) Committee and serving on the Personnel & Organization (P&O) Committee . He is Vice President of the Health Enterprise and Chief Business Officer at the Dell Medical School (UT Austin) since 2016 and previously was CIO and Chair of the IT Division at Cleveland Clinic; he also held staff physician roles and led e‑Cleveland Clinic, following 14 years at the University of Pennsylvania School of Medicine . The Board’s independence determinations confirm Harris meets Colgate’s stricter independence standards (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Medical School (UT Austin) | Vice President, Health Enterprise; Chief Business Officer | 2016–Present | Digital, data, risk/cyber oversight experience |
| Cleveland Clinic Foundation | Chief Information Officer; Chair, IT Division; Staff Physician | 1996–2016 | Led IT/cybersecurity; healthcare operations |
| e‑Cleveland Clinic | Executive Director | 2000–2016 | Built internet-based e‑health programs |
| University of Pennsylvania School of Medicine | Senior roles (academic/medical) | ~14 years prior to 1996 | Public health/academic expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thermo Fisher Scientific Inc. | Director | Since 2012 | Current public company board |
| Claritev Corporation | Director | Since 2021 | Current public company board |
| Agiliti, Inc. | Director | Until 2024 | Former public company board |
| HealthStream, Inc. | Director | Until 2021 | Former public company board |
| Invacare Corporation | Director | Until 2022 | Former public company board |
Board Governance
- Independence: Board determined Harris is independent under Colgate’s standards (stricter than NYSE), with 9 of 10 nominees independent and committees 100% independent .
- Committee assignments: Chair of NGCR (oversees governance, director compensation recommendations, sustainability oversight) and member of P&O (exec pay, CEO goals, succession) .
- Committee activity: 2024 meetings — Audit 7; Finance 6; NGCR 4; P&O 4 .
- Attendance: Incumbent directors averaged 99% attendance in 2024; no director attended <75%; independent directors held executive sessions at every regularly scheduled Board meeting .
- Lead Independent Director: Lorrie M. Norrington with enhanced authority and clear duties, including presiding over executive sessions and agenda setting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $75,000 | Program unchanged in 2024 |
| Committee chair fees | Policy: $10,000 per chair | NGCR chair policy; Harris’s 2024 cash total shown above |
| Equity – Annual share grant | $179,946 (grant date fair value) | Fixed-value equity; fair value per share $94.46 |
| Stock options grant | $44,988 (grant date fair value) | Options valued at $20.44 per option (Black‑Scholes) |
| All other compensation | $715 | Insurance/matching gifts per program |
| Total | $300,649 | Summed 2024 director pay |
- Deferrals: Harris elected to defer the 2024 annual share grant under the director deferral program; directors may also defer cash retainers to stock unit accounts .
- Option terms: Exercise price equals closing price on grant date; 8‑year term; vests in equal annual installments over 3 years .
Performance Compensation
| Award type | 2024 grant detail | Vesting | Performance metrics |
|---|---|---|---|
| Time-based stock | $179,946 grant-date fair value | Time-based; fixed-value | None; director equity is not performance-linked |
| Stock options | $44,988 grant-date fair value | 3-year ratable; 8-year term; strike at grant-close | None; standard option terms |
- Director compensation is largely fixed-value equity to align interests; no disclosed financial/ESG performance metrics are tied to non-employee director pay .
Other Directorships & Interlocks
- Current boards: Thermo Fisher Scientific; Claritev; prior service at Agiliti, HealthStream, and Invacare as noted above .
- Related-party/transactions: Colgate disclosed no related person transactions in 2024, and Board prohibits conflicts per policy; independence standards flag interlocking relationships but found none impairing independence in 2024 .
Expertise & Qualifications
- Digital/Technology/Innovation: Significant IT, data and digital transformation experience (Dell Medical School, Cleveland Clinic) .
- Risk/Cybersecurity: Extensive oversight of cyber risk at healthcare institutions .
- Public Health/Industry: In-depth public health expertise complementary to Colgate’s categories .
- Sustainability/Social Responsibility: Experience in social responsibility through public health .
- Corporate Governance: Experience serving as director at U.S. public companies .
Equity Ownership
| Holding category | Shares/Units |
|---|---|
| Directly owned common shares | 14,650 |
| Exercisable options (within 60 days) | 16,019 |
| Common stock units (deferred accounts) | 6,637 |
| Ownership as % of outstanding | <0.25% (per individual threshold) |
- Ownership guidelines: Independent directors must own stock equal to ≥5× annual share grant; all directors in compliance in 2024 .
- Hedging/Pledging: Prohibited for directors; all directors in compliance in 2024 .
Governance Assessment
- Strengths: Independent NGCR Chair role places Harris at the center of board refreshment, governance, director compensation and sustainability oversight; combined with P&O membership, this indicates strong influence on executive pay design, succession, and human capital governance .
- Alignment: High equity mix in director pay and robust ownership guidelines support shareholder alignment; anti‑hedging/pledging policies and executive session practices reinforce independence and oversight quality .
- Engagement/Attendance: Board-level attendance is exemplary (99% average in 2024), with regular executive sessions; committees are fully independent and active .
- Shareholder Signals: 2025 say‑on‑pay passed (581,596,525 for; 50,723,148 against; 3,965,162 abstentions), and an independent chair proposal failed (188,316,645 for; 445,698,559 against), suggesting investor confidence in current leadership structure and compensation governance .
- RED FLAGS: None disclosed for Harris—no related-party transactions, compliance with ownership/anti‑hedging policies, and adherence to independence standards; monitor potential time/attention constraints due to multiple board roles but Colgate enforces director time commitment limits and overboarding policies, with annual reviews indicating compliance .