Bernard Harris Jr.
About Bernard A. Harris Jr.
Bernard A. Harris Jr. is an independent director of Solventum (SOLV), age 68, serving since April 1, 2024, with committee assignments on the Governance Committee and the Science, Technology & Quality (STQ) Committee. He is a physician and former NASA astronaut, the first African American to walk in space, and CEO/Managing Partner of Versalius Ventures; his education includes a BS in Biology (University of Houston), Master of Medical Science (UTMB Galveston), MBA (University of Houston–Clear Lake), and MD (Texas Tech University), plus residency at Mayo Clinic and fellowships/training in endocrinology and aerospace medicine; he is a Fellow of the American College of Physicians .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versalius Ventures, Inc. | Chief Executive Officer & Managing Partner | 2002–Present | Portfolio management for early/mid-stage healthcare/technology; strategic oversight and investment . |
| NASA | Astronaut (Mission Specialist/Payload Commander) | Prior to 2002 | 438+ hours logged; first African American spacewalk; unique science, risk, and operational perspective . |
External Roles
| Organization | Role | Status |
|---|---|---|
| RTX Corporation | Director | Current . |
| U.S. Physical Therapy | Director | Current . |
| Massachusetts Mutual Life Insurance Company | Director | Other directorship . |
| Astronaut Scholarship Foundation | Director | Other directorship . |
| Harris Foundation | Board member | Other board . |
| Texas Medical Center | Board member | Other board . |
Board Governance
- Committee assignments: Governance Committee (member) and Science, Technology & Quality Committee (member) .
- Independence: The Board determined all directors other than the CEO are independent under NYSE and company guidelines; committees are 100% independent .
- Attendance: In 2024, the Board held 7 meetings; committees held 18 total; all directors attended at least 75% of Board and committee meetings .
- Committee activity (2024 meetings): Audit 6; Governance 4; STQ 3; Talent 5 .
- Leadership structure: Independent Chair (Carrie S. Cox); regular executive sessions of independent directors at each Board meeting .
- Director tenure policy: Mandatory retirement age 75; no term limits .
- Directorship limits: Generally ≤4 public company boards for directors; ≤2 for directors who are public-company CEOs .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $90,000 | Annual retainer; pro-rated from effective appointment date 4/1/2024 . |
| Committee chair fees | $0 | Not a chair; chair fees are $15k Governance/STQ, $20k Talent, $25k Audit . |
| Meeting fees | $0 | Not disclosed/none indicated . |
| Stock awards (RSUs) | $350,000 | Annual RSU $225k + one-time “Founder’s grant” $125k . |
| Total | $440,000 | Sum of cash + stock awards . |
- Vesting schedules: Annual RSUs vest in one year; Founder’s grant RSUs vest after two-year cliff .
- Unvested RSUs held by non-employee directors as of 12/31/2024: 5,544 units each (Board Chair 11,484) .
Performance Compensation
- No performance-based compensation disclosed for non-employee directors; director equity is time-based RSUs (not tied to AIP or PSU performance metrics) .
| Performance Metric | Weight | Threshold | Target | Max | Applies to Director Pay? |
|---|---|---|---|---|---|
| None disclosed for directors | — | — | — | — | No . |
Other Directorships & Interlocks
- Compensation Committee interlocks: Talent Committee members in 2024 were Albán, Wilson, Cox, Edwards, May; Harris is not listed (no interlock risk) .
- Company policy requires directors to pre-clear new public boards for conflict/time considerations; Harris’s two current public boards are within policy limits .
Expertise & Qualifications
- Science/technology/medical: Research, clinical and astronautical physician background; oversight of high-risk sectors and regulatory environments .
- Strategy & M&A: Experience guiding companies through transitions, streamlining operations and portfolio work .
- Quality, regulatory & compliance: Government and highly regulated sector experience .
- Risk management: Roles addressing extensive high-risk conditions; oversight experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | Not reported (“—”) as of March 5, 2025; less than 1% of shares outstanding . |
| Shares outstanding basis | 173,002,926 shares . |
| Unvested RSUs | 5,544 RSUs for non-employee directors as of 12/31/2024; Harris included in this cohort . |
| Ownership guidelines | Non-executive director guideline: 5x annual retainer . |
| Hedging/pledging | Prohibited: hedging instruments, short sales, standing orders, margin accounts, pledging of Solventum securities . |
Governance Assessment
- Positives: Independent director with strong technical/medical credentials; active engagement via Governance and STQ committees; Board/committees fully independent; robust anti-hedging/pledging and ownership guidelines; strong attendance; independent Chair with regular executive sessions .
- Ownership alignment: Director RSUs provide equity linkage; guideline of 5x annual retainer enhances alignment; beneficial ownership as of March 5, 2025 shows no reported common shares, but unvested RSUs support alignment over time .
- Conflicts/related party: Company maintains a formal related-party transaction review; 2024 disclosure lists a related-party employment for the CEO’s brother-in-law, but no Harris-specific related-party transactions disclosed .
- Shareholder signals: 2025 say-on-pay passed (117.42M for; 19.25M against; 0.87M abstentions); plurality favored annual say-on-pay frequency; director elections received strong support—indicates broad investor confidence in governance framework .
Appendix: Committee Summary
| Committee | Role | 2024 Meetings |
|---|---|---|
| Governance | Member | 4 . |
| Science, Technology & Quality | Member | 3 . |
Appendix: Director Compensation Detail
| Element | Policy | Note |
|---|---|---|
| Annual cash retainer | $120,000 | Pro-rated in 2024 to $90,000 for Harris . |
| Chair retainers | $15k Governance/STQ; $20k Talent; $25k Audit | Harris is not a chair . |
| Annual RSU grant | $225,000 | One-year vest . |
| Founder’s RSU grant | $125,000 | Two-year cliff vest . |
| Unvested RSUs (12/31/2024) | 5,544 (non-employee directors) | Harris included in cohort . |
Appendix: Shareholder Votes (2025 Annual Meeting)
| Proposal | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Elect Class I Directors (Eisenberg) | 136,413,166 | 539,798 | 582,467 | 16,218,224 . |
| Elect Class I Directors (Mily) | 136,439,426 | 532,358 | 563,647 | 16,218,224 . |
| Elect Class I Directors (Weiland) | 136,422,829 | 527,320 | 585,282 | 16,218,224 . |
| Elect Class I Directors (Wendell) | 135,548,343 | 1,341,502 | 645,586 | 16,218,224 . |
| Say-on-Pay (NEO comp) | 117,421,361 | 19,247,470 | 866,600 | 16,218,224 . |
| Say-on-Pay Frequency | 135,522,957 (1 yr) | 262,972 (2 yr) | 1,071,704 (3 yr) | 677,798 |
| Auditor Ratification (PwC) | 152,696,656 | 417,038 | 639,961 | N/A . |