8-KLeadership ChangesExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Executive Changes (Feb 24, 2011)

Filed February 24, 2011For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) filed an 8-K on February 23, 2011, detailing actions taken by its Compensation Committee of the Board of Directors on February 23, 2011, primarily concerning executive compensation. The committee approved cash bonus payouts for 2010, with amounts adjusted based on performance metrics. For 2011, the committee established criteria for annual cash bonuses, setting performance goals based on Adjusted Operating Income and a mix of financial and non-financial metrics, with target bonus percentages tied to base salary. In addition to bonus plans, the filing announces an increase in annual base salaries for executive officers, effective April 4, 2011, and revised target bonus percentages for 2011. Significant stock option and restricted stock unit grants were also approved for named executive officers on February 23, 2011, with specific vesting schedules and exercise price terms. These actions signal a focus on aligning executive compensation with company performance and retaining key talent.

Key Highlights

  • 1Approval of 2010 cash bonus payouts to executive officers, with downward adjustments based on committee discretion and performance.
  • 2Establishment of 2011 annual cash incentive plan criteria, including Adjusted Operating Income as a key performance metric.
  • 3Introduction of a dual performance measurement system for 2011 bonuses, combining financial (revenue growth, profitability) and non-financial objectives.
  • 4Approval of base salary increases for executive officers, effective April 4, 2011.
  • 5Revision of target bonus percentages for 2011, expressed as a percentage of base salary, for certain executive officers.
  • 6Granting of stock options to named executive officers, vesting over four years, with exercise prices at the closing market price on the grant date.
  • 7Granting of time-based restricted stock units (RSUs) to named executive officers, vesting over three years.

Frequently Asked Questions

The Compensation Committee approved 2010 cash bonuses, established the performance criteria for 2011 cash bonuses, approved increases to executive base salaries effective April 4, 2011, revised 2011 target bonus percentages, and granted stock options and restricted stock units to named executive officers.

2011 bonuses will be based on Adjusted Operating Income (earnings before interest, taxes, and amortization, excluding certain items) and a combination of financial measures (revenue growth and earnings as a percentage of revenue) and non-financial measures (contributions to business objectives). The Compensation Committee can lower, but not raise, the actual bonus paid.

Stock options vest in equal annual installments over four years, have a 7-year term, and an exercise price equal to the closing stock price on the grant date. Restricted stock units vest in equal annual installments over three years.

Yes, the filing indicates that the Compensation Committee approved increases to the annual base salaries of the Company's executive officers, effective April 4, 2011.