8-KLeadership ChangesExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Executive Changes (Nov 25, 2009)

Filed November 25, 2009For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) filed an 8-K on November 24, 2009, reporting on executive compensation and agreements for its newly appointed President and CEO, Marc N. Casper. The filing details his new base salary, target bonus structure, and significant equity awards, including stock options and restricted stock units, designed to align his compensation with the company's performance and long-term value creation. Key changes to existing agreements also include modifications to severance, change-in-control, and non-competition clauses. Notably, the tax gross-up provision in the change-in-control agreement was removed, and the non-competition period was extended. These adjustments reflect the company's strategy to retain and incentivize key leadership during a critical period, tying a substantial portion of Mr. Casper's remuneration to the company's stock performance and sustained employment.

Key Highlights

  • 1Marc N. Casper appointed President and CEO with new compensation structure effective September 15, 2009.
  • 2New annual base salary for Mr. Casper set at $930,000.
  • 3Target annual incentive bonus for Mr. Casper is 115% of base salary, with potential payout ranging from 0% to 200% of target.
  • 4Grant of 600,000 stock options vesting over five years, with an exercise price of $46.56.
  • 5Grant of 100,000 stock options tied to specific stock price and total shareholder return performance goals.
  • 6Award of 200,000 time-based restricted stock units vesting over four years, starting February 15, 2012.
  • 7Award of up to 400,000 performance-based restricted stock units tied to total shareholder return relative to the S&P 500 Industrials Index.
  • 8Modifications to existing agreements include removal of tax gross-up in change-in-control and extension of non-competition period to 24 months.

Frequently Asked Questions

This 8-K filing details the new compensation package and updated employment agreements for Marc N. Casper, who was appointed President and CEO of Thermo Fisher Scientific Inc. It outlines his base salary, bonus potential, and equity awards (stock options and restricted stock units), as well as changes to his severance, change-in-control, and non-competition agreements.

Mr. Casper has a new base salary of $930,000 per year and a target annual bonus of 115% of his base salary. The actual bonus payout can range from 0% to 200% of the target, depending on company performance. A significant portion of his compensation is in the form of equity awards, including stock options and restricted stock units, with vesting tied to time and performance metrics.

Mr. Casper received a grant of 600,000 stock options vesting over five years and another 100,000 stock options tied to specific stock price and total shareholder return performance. He was also granted 200,000 time-based restricted stock units vesting over four years and up to 400,000 performance-based restricted stock units linked to total shareholder return relative to the S&P 500 Industrials Index.

Yes, several modifications were made. The tax gross-up provision in his change-in-control agreement was deleted, and the duration of his non-competition agreement was increased from 12 months to 24 months following termination of employment.