James C. Mullen
THERMO FISHER SCIENTIFICAbout James C. Mullen
James C. Mullen (age 66) is an independent director of Thermo Fisher Scientific (TMO) serving since 2018, with committee assignments on the Compensation Committee and the Strategy & Finance Committee. He brings 35+ years of senior leadership in pharma and biotech, including CEO roles at Biogen and Patheon and an executive chair role at Editas Medicine, aligning board oversight with industry-specific operational and M&A expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Editas Medicine, Inc. | Executive Chair of the Board | 2022–2023 | Led governance and strategic transition at clinical-stage biotech |
| Editas Medicine, Inc. | Chairman, President & CEO | 2021–2022 | Oversaw operational and strategic direction |
| Patheon N.V. | Chief Executive Officer | 2011–2017 | Led CDMO; Patheon was acquired by Thermo Fisher in 2017 |
| Biogen Inc. | Chief Executive Officer | 2000–2010 | Guided large-cap biotech through product and portfolio evolution |
External Roles
| Organization | Role | Tenure | Current/Prior |
|---|---|---|---|
| None | — | — | Current public company boards: none |
| Editas Medicine, Inc. | Director | Not disclosed | Prior public company board service |
| Insulet Inc. | Director | Not disclosed | Prior public company board service |
| Patheon N.V. | Director | Not disclosed | Prior public company board service |
Board Governance
- Independence: The Board determined all current directors other than the CEO (Marc N. Casper) and Dr. Tyler Jacks are independent; Mullen is independent under NYSE/SEC standards .
- Committee assignments: Compensation Committee member; Strategy & Finance Committee member (not Chair) .
- Committee activity and scope (2024):
- Compensation Committee met 7 times; oversees CEO/officer pay, plan administration, succession, clawbacks, director pay, and compensation consultant engagement .
- Strategy & Finance Committee met 3 times; oversees annual strategic plan, capital allocation, and material transactions .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings; directors are expected to attend the annual meeting (all then-serving directors attended in 2024) .
- Lead Independent Director and executive sessions: Strong lead director role (Scott Sperling) with authority over agendas/schedules; independent directors meet regularly and at least semi-annually in executive session .
- Pay governance: Compensation Committee uses independent consultant Pearl Meyer; no conflicts of interest identified .
- Clawback/hedging/pledging: Updated clawback compliant with SEC rules; directors/officers are prohibited from hedging and pledging company stock .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly; no meeting fees disclosed |
| Equity grant (RSUs) | $200,281 | 339 RSUs granted on May 22, 2024; vest at earlier of one-year anniversary or next annual meeting |
| All other compensation | $555 | Dividend equivalents on RSUs |
| Total 2024 director compensation | $325,836 | Sum of components |
Program terms and director-wide elements:
- Director stock ownership guideline: 5x annual cash retainer; 5-year compliance window; all then-serving directors were compliant or on track as of Dec 31, 2024 .
- Deferred compensation: Directors may defer retainer into stock units; Mullen did not defer in 2024 (no DSUs listed for him) .
- Matching charity program: Company matches up to $15,000 per director per year .
Performance Compensation
| Feature | Detail | Performance Link |
|---|---|---|
| Director equity design | Annual RSUs vest at earlier of one-year anniversary or next annual meeting | Time-based only; no explicit performance metrics for directors |
| Dividends on RSUs | Paid as dividend equivalents only upon vesting | Reinforces vesting/performance of award delivery |
| Clawback coverage | Incentive awards subject to clawback aligned with SEC rules | Recoupment upon accounting restatements; equity recoupment for misconduct per award terms |
Note: Performance metrics (organic revenue growth, adjusted EPS, TSR) apply to executive PSUs/options, not to non-employee director compensation .
Other Directorships & Interlocks
| Entity | Relationship | Thermo Fisher Transactions/Considerations |
|---|---|---|
| None (current) | No current public boards | No current interlocks disclosed |
| Prior roles (Editas, Insulet, Patheon) | Prior public boards | No related-person transaction disclosures for Mullen; Audit Committee reviews and found none requiring disclosure |
Expertise & Qualifications
- Industry leadership: Former CEO of Biogen and Patheon; deep pharma/biotech operations, CDMO, and portfolio/M&A experience .
- Strategic governance: Executive chair/chairman experience; contributes to board oversight of strategy and capital allocation via Strategy & Finance Committee .
- Compensation oversight: Active member of Compensation Committee, including report signatory, supporting pay-for-performance governance .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Options Exercisable by Apr 29, 2025 | RSUs Vesting by Apr 29, 2025 | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| James C. Mullen | 2,489 | 0 | 0 | 2,489 | <1% |
Additional alignment features:
- Anti-pledging/hedging: Company policy prohibits officers/directors from hedging or pledging company stock .
- Ownership guideline: 5x retainer; director cohort compliant or on track within 5-year period .
Governance Assessment
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Signals supportive of investor confidence:
- Independent director with relevant domain expertise; sits on two high-impact committees (Compensation; Strategy & Finance) enhancing oversight of pay and capital allocation .
- Strong governance architecture: independent committees, clawback, anti-hedging/pledging, stock ownership requirements; robust executive sessions and lead independent director structure .
- Pay governance engagement: Compensation Committee uses an independent consultant (Pearl Meyer) and delivered 89% say-on-pay support in 2024, indicating shareholder alignment; Mullen is a signatory on the Compensation Committee report .
- Attendance and engagement: Board met 6 times; directors met expectations for attendance; active shareholder engagement program .
-
Potential watch items:
- Ownership magnitude: Mullen’s reported beneficial ownership (2,489 shares) is modest in absolute terms, though directors are subject to ownership guidelines (5x retainer) and the proxy states all directors were compliant or on track within required timeframe, mitigating alignment concerns .
- Historical connections: Prior CEO role at Patheon (acquired by TMO in 2017) is historical; proxy indicates no related-person transactions requiring disclosure for non-employee directors, including Mullen .
Overall, Mullen’s independence, relevant industry leadership, and committee participation support board effectiveness; policy scaffolding (clawbacks, anti-pledging, stock ownership) further reduces governance risk and aligns incentives for long-term value creation .