Thermo ends Fisher board member requirement

Thermo Fisher Scientific no longer has to maintain former Fisher Scientific directors on its board

The board deleted the requirement spelled out in its bylaws that was included as part of the deal last year when the Waltham, Mass.-based Thermo Electron acquired the larger Hampton-based Fisher Scientific, the company disclosed on Friday.

After the merger, most former Fisher executives stepped down, walking away with nearly $100 million in cash, equity compensation and pension deals, but the agreement called for former Fisher vice chair Paul Meister to chair an eight-person board that would include two other former Fisher executives. The bylaws require that the company maintain a ratio of five Thermo to three Fisher directors, with former directors from each company naming their replacements.

But Meister stepped down in May to be replaced by former Thermo board chair Jim Manzi. And two months later, “The Board concluded that these provisions were no longer necessary or appropriate,” the company said in a filing with the Securities and Exchange Commission.

The board still maintains two former fisher board members — Bruce L. Koepfgen and Scott M. Sperling

But last Thursday, the board appointed Michael Bell and Steven Kaufman, neither of whom were from Fisher Scientific.

Kaufman, retired chairman and CEO of Arrow Electronics, is a senior lecturer of business administration at the Harvard Business School. He has been appointed chairman of the Thermo Fisher board’s compensation committee.

Bell is a managing director of Monitor Clipper Partners, a private equity investment firm based in Cambridge, Mass., that currently manages over $1.5 billion in capital

Fisher Scientific’s defined benefit plan – which Thermo inherited — invests $4.6 million in the fund, slightly under a half-percent of the plan’s assets, so Bell is already indirectly compensated by Thermo Fisher.

However, he is now compensated directly. Both Bell and Kaufman will be awarded 15,000 shares of options to be vested over three years. While their salary deals have not been released, Thermo Fisher board members serving the full year last year earned at least $70,000 in cash compensation. – BOB SANDERS