8-KLeadership Changes

THERMO FISHER SCIENTIFIC INC. 8-K Report, Executive Changes (Mar 1, 2007)

Filed March 1, 2007For Securities:TMO

Summary

This Form 8-K filing from Thermo Fisher Scientific Inc. (TMO), dated March 1, 2007, details actions taken by the Compensation Committee of the Board of Directors on February 28, 2007, primarily concerning executive compensation for 2006 and 2007. For 2006, the committee approved the payout of cash bonuses to executive officers under the 2003 Annual Incentive Award Plan, with specific bonus amounts disclosed for named executive officers. For 2007, the committee established criteria for the annual cash incentive plan, setting Adjusted Operating Income as the performance goal and outlining the structure for target cash bonuses based on a combination of financial performance (revenue growth and adjusted operating income margin) and qualitative contributions. Additionally, the filing reports approved salary increases for certain executive officers, effective April 1, 2007, with specific new base salaries provided for the named executive officers.

Key Highlights

  • 1Thermo Fisher Scientific's Compensation Committee approved 2006 cash bonuses for executive officers under the 162(m) Plan.
  • 2The Compensation Committee exercised discretion to adjust 2006 bonus payouts based on supplemental performance metrics.
  • 3Performance criteria for 2007 annual cash incentive bonuses were established, focusing on Adjusted Operating Income.
  • 4The 2007 bonus structure includes target cash bonuses (percentage of base salary) tied to financial (revenue growth, operating income margin) and qualitative performance measures.
  • 5Specific base salary increases for certain executive officers were approved, effective April 1, 2007.
  • 6A table provides the 2006 cash bonuses and the new 2007 base salaries for key named executive officers, including the CEO Marijn E. Dekkers.

Frequently Asked Questions

The Compensation Committee approved the payout of 2006 cash bonuses to executive officers, exercising discretion to adjust these based on performance metrics. For 2007, they established the performance criteria for bonuses, based on Adjusted Operating Income and a mix of financial and qualitative goals, and approved increases to executive base salaries effective April 1, 2007.

The 2007 bonuses will be based on a target cash bonus amount for each executive, determined as a percentage of their base salary. This target will then be subject to a multiplier (0 to 2) based on the achievement of supplemental performance metrics. These metrics consist of 70% financial measures (revenue growth and adjusted operating income margin) and 30% qualitative contributions to business objectives. The Compensation Committee retains the right to lower the final bonus payout.

Several 'named executive officers' received base salary increases effective April 1, 2007. For instance, CEO Marijn E. Dekkers' salary increased to $1,050,000, Executive Vice President Marc N. Casper's to $670,000, Senior Vice President Guy Broadbent's to $500,000, CFO Peter M. Wilver's to $535,000, and Senior Vice President Seth H. Hoogasian's to $435,000.

This filing does not report any departures of directors or principal officers, nor any new elections or appointments. The focus of this 8-K is solely on executive compensation matters.