Fisher board awarded $3m in pre-deal options

While some of the employees might be worried about their future under the new Thermo Fisher Scientific, the future of the Fisher board of directors is a little more financially secure.

Eight of the nine Fisher Scientific board members awarded themselves restricted stock awards and options worth a total of approximately $3 million (or $380,000 each) on Friday, May 5, the day before the merger was announced, according to filings Tuesday with the Securities and Exchange Commission.

The $10.6 billion deal was announced early Monday morning. If approved by regulatory authorities and the shareholders, Fisher, a Hampton-based provider of medical supplies, will be swallowed by the smaller Thermo Electron Corp., based in Waltham, Mass.

The combined company – which would rake in more than $9 billion in revenue – would be led by Thermo President Marijn E. Dekkers, who said the deal is expected to result in a “minimal” but unspecified number of job reductions.

Paul Montrone, Fisher’s board chairman would act in an advisory role to the new company.

Montrone was the only board member who did not disclose any additional options on Tuesday; board members and executives have 60 days to disclose the acquisition of any stock. But Montrone’s 3.2 million shares of common stock held by him and various trusts, is already worth $240 million, based on Friday’s close of $73.73 a share.

The Fisher board’s vice chairman, Paul M Meister, who will chair Thermo Fisher Scientific Inc., did file. Meister already owns 2.2 million of common stock, worth $163 million

Meister and the other Fisher board members received an additional total of 16,000 restricted stock awards and 80,000 stock options. The restricted stock awards would be worth roughly $1.18 million (or $147,460 for each board member) based on Friday’s stock close, though they could only be exercised in one-third chunks over the next three years.

In addition, non-employee board members will be eligible for a retirement plan equal to 50 percent of their current fee, which is $60,000 annually for each board member (plus $10,000 for committee chairmen and $20,000 for the audit committee chair.)

Normally, board members would only be fully eligible if they served more than 10 years, but with a “change of control,” the entire board would theoretically be eligible.

Fisher board members include Michael Dingman, a former Fisher chair, Charles Sanders, chair of the Foundation for National Institutes of Health, Richard Visser, former CEO of Lear Siegler, Rosanne Coppola, a former Citicorp official, Bruce Koepfgen, CEO of Oppenheimer Capital, Simon Rich, former chair of the Louis Dreyfus Natural Gas Corp. (now Dominion Exploration & Production Inc.), and Scott Sperling, co-president of Thomas H. Lee Partners. Rich and Sperling were newly elected to the board this year.

A Fisher spokesperson said the timing of the stock awards was a coincidence and not related to the Thermo merger. – BOB SANDERS

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