C. Martin Harris
THERMO FISHER SCIENTIFICAbout C. Martin Harris
Dr. C. Martin Harris, age 68, has served as an independent director of Thermo Fisher Scientific since 2012 and is currently Chair of the Nominating & Corporate Governance Committee and a member of the Science & Technology Committee . He is Chief Business Officer and Vice President of the Health Enterprise at The University of Texas at Austin’s Dell Medical School, where he also serves as a Professor in Internal Medicine; previously he was Chief Information Officer of Cleveland Clinic Hospital and Chief Strategy Officer of the Cleveland Clinic Foundation, bringing deep healthcare operations and informatics expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Clinic Hospital | Chief Information Officer | Not disclosed | Led clinical IT; informs oversight of cybersecurity and digital risk |
| Cleveland Clinic Foundation | Chief Strategy Officer | Not disclosed | Strategic leadership in healthcare delivery; strengthens Board’s industry oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Texas at Austin, Dell Medical School | VP Health Enterprise; Chief Business Officer; Professor | 2016–present; VP Health Enterprise since 2023 | Industry and academic leadership; transactions with TMO below independence thresholds (see Governance) |
| Colgate-Palmolive Company | Director | Not disclosed | Public company board experience |
| MultiPlan Corporation | Director | Not disclosed | Public company board experience in healthcare data networks |
| Prior: HealthStream Inc.; Invacare Corporation | Director | Not disclosed | Prior public board service |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Science & Technology; both are 100% independent committees .
- Committee meeting cadence (2024): Nominating & Corporate Governance met 5 times; Science & Technology met 1 time; Audit 11; Compensation 7; Strategy & Finance 3 .
- Independence: Board determined Dr. Harris is independent under NYSE/SEC rules, and his long tenure does not diminish independence; UT Austin relationships reviewed with TMO sales/purchases under de minimis thresholds, preserving independence .
- Attendance: The Board met 6 times in 2024; all directors attended at least 75% of Board and applicable committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet regularly, at least semi-annually, in executive session, led by the Lead Independent Director .
- Oversight scope: As N&CG Chair, oversees Board nominations, Corporate Governance Guidelines, CSR strategy and risks, political spending, and annual Board self-evaluation; as S&T member, oversees Scientific Advisory Board and bioethics .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly; reimbursed for meeting-related expenses |
| Committee chair fee (N&CG) | $20,000 | Annual amount for N&CG Chair |
| Total fees earned (2024) | $137,143 | Actual 2024 cash received by Harris |
| Matching charitable donation program | Up to $15,000 | Company match per director per year (program-wide) |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant (director) | May 22, 2024 | 339 | $200,281 | Earlier of 1-year anniversary or next annual meeting |
| Dividends (dividend equivalents) | 2024 | — | $555 | Paid only on vested or earned RSUs |
- Program structure: Non-employee director compensation mixes cash and time-based RSUs; directors do not receive performance-based PSUs or option awards as part of standard director compensation; RSU number is set by grant-date price and vests as described above .
Other Directorships & Interlocks
| Entity | Relationship to Harris | Potential Interlock/Transaction | Board Determination |
|---|---|---|---|
| University of Texas | Executive and faculty roles | TMO sales/purchases with UT were below the greater of 2% of UT revenue or $1 million; both sides indicated as below thresholds | Board deemed Harris independent; transactions not related person items |
| Colgate-Palmolive | Director | No TMO transaction noted in independence table | No conflict disclosed |
| MultiPlan | Director | No TMO transaction noted in independence table | No conflict disclosed |
- Overboarding: Policy limits non-employee directors to ≤3 other public boards; Harris serves on two (Colgate-Palmolive, MultiPlan), within policy .
Expertise & Qualifications
- Healthcare operations and strategy (exec roles at UT Austin Dell Medical School and Cleveland Clinic) supporting oversight of industry, end markets, and growth areas .
- Digital/technology and cybersecurity awareness via past CIO role, aligned with Audit Committee’s cyber oversight and S&T Committee’s remit .
- Public company board experience enhancing governance effectiveness .
Equity Ownership
| Holder | Shares Owned | Options Exercisable by Apr 29, 2025 | RSUs Vesting by Apr 29, 2025 | Total Beneficial | % Outstanding |
|---|---|---|---|---|---|
| C. Martin Harris | 8,129 | 0 | 0 | 8,129 | <1% |
- Ownership policy: Directors must hold shares equal to 5x annual cash retainer within 5 years; as of Dec 31, 2024, all then-serving directors were either compliant or on track .
- Hedging/pledging: Company policy prohibits officers and directors from hedging and pledging Company stock, enhancing alignment with shareholders .
Governance Assessment
- Strengths: Independent director with deep healthcare and technology/informatics experience; chairs N&CG with oversight of nominations, CSR, and governance; consistent Board-level attendance; independence affirmed despite tenure; UT transactions below thresholds and not considered related-party; anti-hedging/pledging and director ownership policy support alignment .
- Compensation alignment: Director pay is balanced between cash ($125k) and equity (RSUs ~$200k), with a modest chair fee ($20k); RSUs vest on an annual cadence without performance conditions, typical for director compensation; dividends only on vested units .
- Potential risks/flags: External UT affiliation creates routine customer/supplier interactions; however, Board’s independence review found transactions de minimis and not material, and Audit Committee reviews related person transactions; no pledging permitted, mitigating alignment risks .
- Board effectiveness signals: Active committee leadership, formal annual Board/committee self-evaluations led by N&CG Chair, robust shareholder engagement, regular executive sessions, and clear committee remits indicate strong governance processes .