Nelson J. Chai
THERMO FISHER SCIENTIFICAbout Nelson J. Chai
Nelson J. Chai (age 59) is an independent director of Thermo Fisher Scientific, serving since 2010. He chairs the Audit Committee (designated an “audit committee financial expert”) and also serves on the Nominating & Corporate Governance Committee, bringing deep finance and operating experience from prior roles as CFO of Uber, President/CEO of The Warranty Group, and President of CIT Group, and currently as Executive Chair of DailyPay and a director of Chubb Limited . The Board explicitly affirmed his independence despite long tenure, and reported that all directors met at least 75% attendance in 2024 meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DailyPay | Executive Chair | 2025 – Present | Executive leadership in fintech/worktech; governance oversight |
| Uber Technologies Inc. | Chief Financial Officer | 2018 – 2024 | Led finance, capital markets, reporting; brings public-company CFO expertise to TMO Audit oversight |
| The Warranty Group | President & CEO | 2017 – 2018 | Ran specialty insurance provider; P&L and risk management experience |
| CIT Group | President | (Not dated in proxy; prior to 2017) | Corporate finance and M&A background supports Strategy/Risk oversight |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| Chubb Limited | Director | Public | Current | Committee details not disclosed in TMO proxy |
| DailyPay | Executive Chair | Private | 2025 – Present | Operating leadership (non-board at TMO) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Chai is independent; independence not diminished by tenure |
| Committees | Audit Committee (Chair); Nominating & Corporate Governance Committee (member) |
| Audit Committee meetings (2024) | 11 meetings; all members independent; Chai is an “audit committee financial expert” |
| Nominating & Corporate Governance meetings (2024) | 5 meetings; all members independent |
| Attendance | Board met 6 times in 2024; all directors attended ≥75% of Board and committee meetings; all then‑serving directors attended the 2024 annual meeting |
| Key oversight areas led by Audit | Financial statements integrity, auditor oversight, internal audit, legal and regulatory compliance, CSR external reporting coordination, cybersecurity and IT risk, major financial risk exposures, whistleblower procedures |
| CSR & governance oversight | Nominating & Corporate Governance oversees CSR strategy, political spending, Board self-evaluation, and Corporate Governance Guidelines |
| Executive sessions | Independent directors meet regularly, at least semi-annually, without management |
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly; employee directors receive no extra pay |
| Chair/committee fees | Audit Committee Chair: $25,000 | Chai’s chair fee aligns with Audit Chair rate |
| Annual equity grant | $200,000 grant value; 339 RSUs granted May 22, 2024 | Vests at earlier of first anniversary or next annual meeting; amount is grant-date value, RSUs based on closing price; 339 RSUs to each non-employee director on 5/22/2024 |
| Matching charitable program | Up to $15,000 company match per director per year | Available to non-employee directors |
Director compensation actually received in 2024 (per the Director Compensation Table):
| Name | Cash Fees | Stock Awards (Grant-Date FV) | All Other (incl. match, dividends) | Total |
|---|---|---|---|---|
| Nelson J. Chai | $150,000 | $200,281 | $15,555 | $365,836 |
| Includes $15,000 matching gift and $555 dividend equivalents | ||||
Performance Compensation
- Thermo Fisher does not use performance-based equity for directors; annual director equity is time-based RSUs with the vesting schedule noted above (no performance metrics tied to director pay) .
Other Directorships & Interlocks
| Company | Relationship to TMO | Notes |
|---|---|---|
| Chubb Limited (director) | No related-party transaction disclosed | Not included among entities reviewed for director independence transactions; Board confirmed independence . |
| DailyPay (Executive Chair) | Not applicable (private) | No related person transaction disclosed; Audit Committee pre-approves any related person transactions; none reported for Chai . |
Expertise & Qualifications
- Financial acumen and accounting expertise; designated Audit Committee financial expert; former public-company CFO (Uber) .
- Corporate finance and M&A experience (CIT Group; Warranty Group CEO); relevant to capital allocation and risk oversight .
- Governance and board service experience at a large public insurer (Chubb Limited) .
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | Options Exercisable by 4/29/2025 | RSUs Vesting by 4/29/2025 | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Nelson J. Chai | 13,913 | 0 | 0 | 13,913 | <1% |
Ownership alignment policies and restrictions:
- Director stock ownership guideline: 5x annual cash retainer within 5 years; as of Dec 31, 2024 all then‑serving directors were in compliance or on track .
- Anti-hedging and anti‑pledging: Directors are prohibited from hedging or pledging company stock; short sales and derivatives are also prohibited .
- Matching charitable donations and deferred compensation plan available; dividends on RSUs accrue as dividend equivalents and are paid only on vested shares .
Governance Assessment
Strengths
- Audit Committee leadership with financial expert designation enhances credibility of financial reporting oversight; committee also oversees cybersecurity/IT risks and CSR external reporting—key issues for investor confidence .
- Independence affirmed despite tenure; Board explicitly evaluated and concluded independence is not diminished; robust policy framework (clawback, anti‑hedging/pledging, majority voting, proxy access) supports strong governance .
- Attendance and engagement indicators are solid (≥75% attendance across directors; shareholder engagement program includes independent directors) .
Watch items
- Long tenure (since 2010) can raise perceived entrenchment risk in some frameworks, though the Board addressed this directly and maintained independence determinations for long‑tenured directors .
- Portfolio of external roles (Executive Chair at DailyPay; director at Chubb) warrants continued monitoring for time commitments; current overboarding policy limits appear respected and no audit committee overload disclosed for Chai .
No related‑party transactions or pledging/hedging concerns are disclosed for Chai; anti‑pledging policy mitigates alignment risks .