8-KLeadership ChangesExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Executive Changes (Mar 10, 2010)

Filed March 10, 2010For Securities:TMO

Summary

This 8-K filing from Thermo Fisher Scientific Inc. (TMO) on March 10, 2010, details compensatory arrangements approved by the Compensation Committee on March 5, 2010. The primary focus is on the annual equity grants awarded to certain executive officers, including named executive officers Peter M. Wilver, Alan J. Malus, and Seth H. Hoogasian. These grants include stock options, time-based restricted stock units (RSUs), and performance-based RSUs, all issued under the Company's 2008 Stock Incentive Plan. The equity awards are designed with specific vesting schedules and performance metrics to incentivize long-term executive commitment and align executive interests with shareholder value. Stock options have a 7-year term and vest over four years. Time-based RSUs vest over three years, while performance-based RSUs are tied to the company's total shareholder return relative to the S&P 500 Industrials Index, with vesting contingent on performance certification over two distinct periods.

Key Highlights

  • 1Thermo Fisher Scientific Inc. (TMO) announced compensatory arrangements for certain executive officers on March 5, 2010, through an 8-K filing on March 10, 2010.
  • 2Equity grants include stock options, time-based Restricted Stock Units (RSUs), and performance-based RSUs, all under the 2008 Stock Incentive Plan.
  • 3Named executive officers receiving grants include Peter M. Wilver, Alan J. Malus, and Seth H. Hoogasian.
  • 4Stock options vest over four years, starting either one or two years from the grant date, with a 7-year term and an exercise price equal to the closing price on the grant date.
  • 5Time-based RSUs vest in equal annual installments over a three-year period.
  • 6Performance-based RSUs are contingent on the company's total shareholder return relative to the S&P 500 Industrials Index, with vesting tied to performance certification over two periods (June 30, 2011, and December 31, 2012).
  • 7Exhibits 10.1 and 10.2 to the filing contain the forms of the March 2010 Restricted Stock Unit Agreement and Performance Restricted Stock Unit Agreement, respectively.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose the compensatory arrangements, specifically annual equity grants, made to certain executive officers of Thermo Fisher Scientific Inc. by its Compensation Committee on March 5, 2010.

The executives were granted stock options, time-based restricted stock units (RSUs), and performance-based RSUs under the company's 2008 Stock Incentive Plan.

Performance-based RSUs are designed to reward executives based on Thermo Fisher Scientific's total shareholder return compared to the S&P 500 Industrials Index. Vesting is contingent on performance being certified by the Compensation Committee for two measurement periods: one ending June 30, 2011, and the other ending December 31, 2012.

No, the vesting schedules differ. Stock options vest over four years, with the first tranche vesting either one or two years after the grant date. Time-based RSUs vest over three years, with one-third vesting each year. Performance-based RSUs vest upon certification of performance metrics for specific periods.