8-KLeadership ChangesExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Executive Changes (Feb 27, 2009)

Filed February 27, 2009For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) filed an 8-K report on February 26, 2009, detailing actions taken by its Compensation Committee of the Board of Directors regarding executive compensation. The committee approved the payout of 2008 cash bonuses, with amounts adjusted based on the achievement of performance metrics. Additionally, the committee approved increases to the base salaries of executive officers, effective April 1, 2009. The report also outlines the approval of stock option and restricted stock unit grants for key executives, including Peter Wilver, Alan Malus, and Seth Hoogasian. These grants are designed with specific vesting schedules and exercise prices, with performance-based restricted stock units tied to modified earnings per share targets for 2009. These decisions reflect the company's approach to incentivizing its leadership team in the prevailing economic climate.

Key Highlights

  • 12008 Cash Bonus Payouts Approved: The Compensation Committee approved 2008 cash bonuses for executive officers under the 162(m) Plan, with amounts adjusted downward based on performance metrics.
  • 2Executive Base Salary Increases Approved: Effective April 1, 2009, the annual base salaries of executive officers were increased.
  • 3Stock Option Grants Issued: Stock options were granted to Peter Wilver, Alan Malus, and Seth Hoogasian under the 2008 Stock Incentive Plan, vesting over three years with a seven-year term and an exercise price equal to the closing stock price on the grant date.
  • 4Time-Based Restricted Stock Units Granted: Time-based RSUs were granted to Messrs. Wilver, Malus, and Hoogasian, also vesting over three years.
  • 5Performance-Based Restricted Stock Units Approved: Performance-based RSUs were granted to Messrs. Wilver, Malus, and Hoogasian, with vesting contingent on achieving modified earnings per share targets for 2009.
  • 6Named Executive Officers Identified: The report specifies actions for key executives including Marijn E. Dekkers, Marc N. Casper, Peter M. Wilver, Alan J. Malus, and Seth H. Hoogasian.
  • 7Key Performance Metric for RSUs: Modified earnings per share is the performance metric for the new performance-based restricted stock units.

Frequently Asked Questions

The Compensation Committee approved the payout of 2008 cash bonuses, adjusted based on performance. They also approved increases to executive base salaries, effective April 1, 2009, and granted stock options and both time-based and performance-based restricted stock units to key officers.

Stock options vest over three years and have a seven-year term, with an exercise price set at the closing stock price on the grant date. Time-based RSUs also vest over three years. Performance-based RSUs are contingent on achieving modified earnings per share targets for 2009, with vesting occurring in tranches tied to the certification of these results.

The Compensation Committee exercised its discretion to lower the cash bonus payouts for 2008 based on its determination of the level of achievement of applicable supplemental performance metrics and goals under the company's annual cash incentive program.

The performance goal for the performance-based restricted stock units is modified earnings per share for 2009. Vesting occurs over a period of up to two years following the initial certification of the 2009 adjusted earnings per share.