Ruby R. Chandy
THERMO FISHER SCIENTIFICAbout Ruby R. Chandy
Ruby R. Chandy, age 63, is an independent director of Thermo Fisher Scientific (TMO) serving since 2022 and is a member of the Audit Committee. She is a former President of Pall Industrial (Pall Corporation, 2012–2015) and previously held senior roles including Chief Marketing Officer at Dow Chemical and Rohm & Haas, with earlier operating roles at Thermo Fisher, Boston Scientific, and Millipore, bringing operating, marketing, innovation and M&A expertise in life sciences and multi-industrials . She is currently a public company director at DuPont de Nemours, Inc. and Flowserve Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pall Corporation (Pall Industrial) | President | 2012–2015 | Led industrial division in filtration/separation; operating leadership in relevant markets |
| Thermo Fisher Scientific | Various roles with increasing responsibility | 2001–2007 | Prior operating experience at TMO cited in director qualifications |
| Dow Chemical Company | Chief Marketing Officer | Not disclosed | Strategic marketing leadership in multi-industrials |
| Rohm and Haas Corporation | Chief Marketing Officer | Not disclosed | Strategic marketing leadership in chemicals |
| Boston Scientific | Operating/functional roles | Not disclosed | Medtech operating experience |
| Millipore Corporation | Operating/functional roles | Not disclosed | Life sciences tools operating experience |
External Roles
| Company/Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| DuPont de Nemours, Inc. | Director | Current | Committee roles not disclosed in TMO proxy |
| Flowserve Corporation | Director | Current | Committee roles not disclosed in TMO proxy |
| Ametek, Inc. | Director (prior) | Prior | Former public company directorship |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 11 times in 2024 and oversees financial reporting integrity, auditor independence, internal audit, cybersecurity/IT risk, and major financial risk exposures .
- Independence: Chandy is designated “Independent”; TMO states 10 of 12 directors are independent and all exchange‑mandated committees are 100% independent .
- Attendance and engagement: The Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings and all then‑serving directors attended the 2024 annual meeting .
- Years of service: Director since 2022 .
- Board leadership/oversight: Strong Lead Independent Director structure; regular executive sessions of independent directors; Lead Director currently Scott M. Sperling .
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $125,000 | Paid quarterly; no meeting fees |
| Committee chair fees | Audit Chair $25,000; N&CG Chair $20,000 | Chandy is not a chair; no additional chair fee |
| Lead Director retainer | $165,000 | For Lead Director role (not applicable to Chandy) |
| 2024 Director fees (Chandy) | $125,000 cash | As reported in director compensation table |
| All other compensation (Chandy) | $15,555 | Includes $15,000 company charitable match + $555 RSU dividend equivalents |
Performance Compensation
| Equity Vehicle | 2024 Grant Detail | Vesting / Features |
|---|---|---|
| Restricted Stock Units (RSUs) – annual grant | 339 RSUs to each then‑serving non‑employee director on May 22, 2024; grant date fair value $200,281 (Chandy) | Vest on the earlier of 1‑year anniversary or next annual meeting; dividend equivalents accrue and pay only on vested/earned shares |
| Total 2024 Stock Awards (Chandy) | $200,281 (grant date fair value) | As reported; no other director awards outstanding at year‑end 2024 |
Note: TMO director equity is time‑based RSUs, not performance‑based; directors are not eligible for options/PSUs under the non‑employee program as disclosed in the proxy .
Other Directorships & Interlocks
- Current public boards: DuPont de Nemours, Inc.; Flowserve Corporation .
- Prior public boards: Ametek, Inc. .
- Interlocks/related‑party exposure: TMO discloses independence assessments for several directors with external affiliations; no specific related‑party transactions or independence exceptions are disclosed for Chandy. The Audit Committee pre‑approves related person transactions; TMO states none for non‑employee directors that require disclosure, and Chandy is not cited in the independence exceptions table .
Expertise & Qualifications
- Executive leadership in global life sciences and multi‑industrials; operating, marketing, strategy, innovation, and M&A experience; relevant segment, technology, and geographic exposure .
- Audit oversight exposure as TMO Audit Committee member; Audit Committee responsibilities include cybersecurity/IT oversight and CSR external reporting coordination .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | Options Exercisable by Apr 29, 2025 | RSUs Vesting by Apr 29, 2025 | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Ruby R. Chandy | 2,060 | 0 | 0 | 2,060 | <1% |
- Director stock ownership guideline: 5x annual cash retainer; 5‑year compliance window; as of Dec 31, 2024 all then‑serving directors were in compliance or on track .
- Hedging/pledging: Prohibited for officers and directors (no short sales, options, derivatives; no pledging or margin) .
Governance Assessment
- Board effectiveness: Chandy adds deep operating and marketing expertise in life sciences/multi‑industrials and serves on the Audit Committee, which met 11 times in 2024 and oversees core financial, controls, and cybersecurity risks—supporting robust oversight .
- Independence & attendance: Classified independent; met TMO’s attendance expectations; no disclosed related‑party transactions—supports investor confidence in objectivity .
- Ownership alignment: Modest disclosed beneficial ownership (2,060 shares) with a clear path via annual RSU grants and a 5x retainer ownership policy; all directors compliant or on track within required window .
- Compensation alignment: Standard non‑employee director mix—$125k cash retainer plus ~$200k annual RSU grant vesting by next annual meeting; no options; participation in a charitable matching program up to $15k per year .
- Shareholder signals: TMO’s 2024 say‑on‑pay support at 89% indicates generally supportive shareholder sentiment toward the company’s pay and governance framework overseen by the Board .
Red flags: None disclosed specific to Chandy. No related‑party transactions, no hedging/pledging, independence affirmed, and attendance minimums met .