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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material under Rule 14a-12
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ý
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Yours very truly,
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MARC N. CASPER
President and Chief Executive Officer
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1.
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Election of
eleven
directors for a one-year term expiring in
2019
.
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2.
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Approval of an advisory vote on executive compensation.
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3.
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Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for
2018
.
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4.
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Such other business as may properly be brought before the meeting and any adjournment thereof.
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By Order of the Board of Directors,
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SHARON S. BRIANSKY
Vice President and Secretary
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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
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Purpose of Annual Meeting
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Voting Securities and Record Date
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Quorum
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Manner of Voting
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Voting of Proxies
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Vote Required for Approval
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PROPOSAL 1: ELECTION OF DIRECTORS
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Nominees and Incumbent Directors
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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
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General
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Director Nomination Process
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Director Independence
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Board of Directors Meetings and Committees
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Our Board’s Role in Risk Oversight
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Executive Sessions
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Communications from Stockholders and Other Interested Parties
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EXECUTIVE COMPENSATION
|
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Compensation Discussion and Analysis
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Compensation Committee Report
|
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Summary Compensation Table
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Grants of Plan-Based Awards for 2017
|
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Outstanding Equity Awards at 2017 Fiscal Year-End
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Option Exercises and Stock Vested During 2017
|
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Pension Benefits
|
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Nonqualified Deferred Compensation for 2017
|
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Agreements with Named Executive Officers; Potential Payments Upon Termination or Change in Control
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Pay Ratio Disclosure
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DIRECTOR COMPENSATION
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Cash Compensation
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Deferred Compensation Plan for Directors
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Fisher Retirement Plan for Non-Employee Directors
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Stock-Based Compensation
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Matching Charitable Donation Program
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Summary Director Compensation Table
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Stock Ownership Policy for Directors
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SECURITY OWNERSHIP
|
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Security Ownership of Certain Beneficial Owners and Management
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Section 16(a) Beneficial Ownership Reporting Compliance
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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
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Review, Approval or Ratification of Transactions with Related Persons
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Transactions with Related Persons
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EQUITY COMPENSATION PLAN INFORMATION
|
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Patheon Plan
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REPORT OF THE AUDIT COMMITTEE
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
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Independent Auditor Fees
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Audit Committee’s Pre-Approval Policies and Procedures
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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
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PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
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OTHER ACTION
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STOCKHOLDER PROPOSALS
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SOLICITATION STATEMENT
|
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HOUSEHOLDING OF ANNUAL MEETING MATERIALS
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Marc N. Casper
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Mr. Casper, age 50, has been a director of the Company since October 2009. He joined the Company in November 2001 and has been its President and Chief Executive Officer since October 2009. He served as the Company’s Chief Operating Officer from May 2008 to October 2009 and was Executive Vice President from November 2006 to October 2009. Prior to being named Executive Vice President, he was Senior Vice President from December 2003 to November 2006. Prior to joining the Company, Mr. Casper served as president, chief executive officer and a director of Kendro Laboratory Products. Mr. Casper is also a director of U.S. Bancorp. Within the last five years, Mr. Casper was a director of Zimmer Holdings, Inc. We believe that Mr. Casper is well suited to serve on our Board due to his position as Chief Executive Officer of the Company as well as his 21 years in the life sciences/healthcare equipment industry.
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Nelson J. Chai
|
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Mr. Chai, age 52, has been a director of the Company since December 2010. In January 2017, he was appointed President and Chief Executive Officer of The Warranty Group, which delivers warranty solutions and related benefits to some of the world’s leading manufacturers, distributors, and retailers, as well as specialty insurance products and services for financial institutions. He previously was President of CIT Group Inc., a bank holding company, from August 2011 to December 2015. He joined CIT Group in June 2010 as Executive Vice President, Chief Administrative Officer and head of strategy. Prior to CIT Group, he was President, Asia-Pacific for Bank of America Corporation beginning in December 2008, and Executive Vice President and Chief Financial Officer of Merrill Lynch & Co., a financial services firm, from December 2007 to December 2008. We believe that Mr. Chai is well suited to serve on our Board due to his many years of experience in finance and accounting.
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C. Martin Harris
|
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Dr. Harris, age 61, has been a director of the Company since March 2012. In December 2016, he was appointed Associate Vice President of the Health Enterprise and Chief Business Officer at the Dell Medical School at The University of Texas at Austin. Dr. Harris previously served since 2009 as the Chief Strategy Officer of The Cleveland Clinic Foundation, a multi-specialty academic medical center, and from June 1996 to December 2016, he had been the Chief Information Officer and Chairman of the Information Technology Division of and a Staff Physician for The Cleveland Clinic Hospital and The Cleveland Clinic Foundation Department of General Internal Medicine. Dr. Harris is also a director of Invacare Corporation, HealthStream Inc. and Colgate-Palmolive Company. We believe that Dr. Harris is well suited to serve on our Board due to his experience in the healthcare industry as a physician and leader of healthcare organizations and also his expertise in the use of information technology in the healthcare industry.
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Tyler Jacks
|
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Dr. Jacks, age 57, has been a director of the Company since May 2009. He is the David H. Koch Professor of Biology at the Massachusetts Institute of Technology (MIT) and director of the David H. Koch Institute for Integrative Cancer Research. He joined the MIT faculty in 1992 and was director of its Center for Cancer Research from 2001 to 2008. Since 2002, Dr. Jacks has been an investigator with the Howard Hughes Medical Institute. Dr. Jacks is also a director of Amgen Inc. We believe that Dr. Jacks is well suited to serve on our Board due to his experience as a cancer researcher and member of multiple scientific advisory boards in biotechnology companies, pharmaceutical companies and academic institutions.
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Judy C. Lewent
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Ms. Lewent, age 69, has been a director of the Company since May 2008. She was Chief Financial Officer of Merck & Co., Inc., a global pharmaceutical company, from 1990 until her retirement in 2007. She was also Executive Vice President of Merck from February 2001 through her retirement and had additional responsibilities as President, Human Health Asia from January 2003 until July 2005, when she assumed strategic planning responsibilities for Merck. Ms. Lewent is also a director of Motorola Solutions, Inc. and GlaxoSmithKline plc. We believe that Ms. Lewent is well suited to serve on our Board due to her many years of global experience in finance and the pharmaceutical industry.
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Thomas J. Lynch
|
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Mr. Lynch, age 63, has been a director of the Company since May 2009. In March 2018, he was appointed Chairman of the Board of Directors of TE Connectivity Ltd. (formerly Tyco Electronics Ltd.), a global provider of engineered electronic components, network solutions, undersea telecommunication systems and specialty products. He previously was Executive Chairman of the Board of TE Connectivity Ltd. from March 2017 to March 2018, and from January 2013 to March 2017 was Chairman and Chief Executive Officer of TE Connectivity Ltd. He joined Tyco International in 2004 as President of Tyco Engineered Products and Services and was appointed Chief Executive Officer in January 2006, when Tyco Electronics was formed and later became an independent, separately traded entity. Mr. Lynch is also a director of Cummins Inc. We believe that Mr. Lynch is well suited to serve on our Board due to his experience as Chief Executive Officer of a large global company.
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Jim P. Manzi
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Mr. Manzi, age 66, has been a director of the Company since May 2000 and Chairman of the Board since May 2007. He was also Chairman of the Board from January 2004 to November 2006. He has been the Chairman of Stonegate Capital, a firm he formed to manage private equity investment activities in technology startup ventures, primarily related to the Internet, since 1995. From 1984 until 1995, he served as the Chairman, President and Chief Executive Officer of Lotus Development Corporation, a software manufacturer that was acquired by IBM Corporation in 1995. We believe that Mr. Manzi is well suited to serve on our Board due to his senior management experience leading Lotus and overall business acumen.
|
|
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Lars R. Sørensen
|
|
Mr. Sørensen, age 63, has been a director of the Company since May 2016 and previously served as a director of the Company from July 2011 to July 2015. He was President and Chief Executive Officer of Novo Nordisk A/S, a global healthcare company with a leading position in diabetes care from November 2000 to January 2017. He held various senior management roles at Novo Nordisk after he joined the company in 1982. Mr. Sørensen also currently serves as a director at Carlsberg A/S, an international brewing company, Novo Nordisk A/S, and Svenska Cellulosa AB, a global leader in tissue and paper products. Within the last five years, he was a director of Danmarks Nationalbank. We believe that Mr. Sørensen is well suited to serve on our Board due to his experience as Chief Executive Officer of a large global healthcare company.
|
|
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Scott M. Sperling
|
|
Mr. Sperling, age 60, has been a director of the Company since November 2006. Prior to the merger of Thermo Electron Corporation and Fisher Scientific International Inc., he was a director of Fisher Scientific from January 1998 to November 2006. He has been employed by Thomas H. Lee Partners, L.P., a leveraged buyout firm, and its predecessor, Thomas H. Lee Company, since 1994. Mr. Sperling currently serves as Co-President of Thomas H. Lee Partners, L.P. Mr. Sperling is also a director of iHeartMedia, Inc. and The Madison Square Garden Company. We believe that Mr. Sperling is well suited to serve on our Board due to his experience in acquisitions and finance.
|
|
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Elaine S. Ullian
|
|
Ms. Ullian, age 70, has been a director of the Company since July 2001. She was the President and Chief Executive Officer of Boston Medical Center, a 550-bed academic medical center affiliated with Boston University, from July 1996 to her retirement in January 2010. Ms. Ullian is also currently a director of Vertex Pharmaceuticals, Inc. Within the last five years, she was a director of Hologic Inc. We believe that Ms. Ullian is well suited to serve on our Board due to her experience as Chief Executive Officer of Boston Medical Center, a healthcare provider similar to many of the Company’s customers.
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|
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Dion J. Weisler
|
|
Mr. Weisler, age 50, has been a director of the Company since March 2017. He has been President and Chief Executive Officer of HP Inc., a business that includes personal computers, mobility devices, technical workstations, printers, graphics solutions, managed-print services and internet services, since November 2015, following the separation of Hewlett-Packard Company ("Hewlett-Packard") into two independent companies. He joined Hewlett-Packard in January 2012 as Senior Vice President, Printing and Personal Systems and was appointed Executive Vice President, Printing and Personal Systems in June 2013. Mr. Weisler is also a director of HP Inc. We believe that Mr. Weisler is well suited to serve on our Board due to his experience as Chief Executive Officer at a large global company.
|
•
|
the identity of the presiding director at meetings of non-management or independent directors;
|
•
|
the method for interested parties to communicate directly with the presiding director or with non-management or independent directors as a group;
|
•
|
the identity of any member of the issuer’s audit committee who also serves on the audit committees of more than three public companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on the Company’s audit committee; and
|
•
|
contributions by the Company to a tax exempt organization in which any non-management or independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues.
|
|
Pay for Performance
|
|
|
Our executive compensation program ties a substantial portion of each executive’s overall compensation to the achievement of key strategic, financial and operational goals and uses a portfolio of equity awards to help align the interests of our executives with those of our stockholders. Key financial metrics include organic revenue growth, adjusted operating income margin, adjusted earnings per share and free cash flow. Each of these metrics directly drove payouts to our named executive officers in incentive programs used in 2017.
|
|
Objectives and Philosophy of Our Executive Compensation Program
The primary objectives of our executive compensation program are to:
• attract and retain the best possible executive talent,
• promote the achievement of key strategic and financial performance measures by linking annual cash incentives to the achievement of corporate performance goals,
• motivate the Company’s officers to create long-term value for the Company’s stockholders and achieve other business objectives of the Company, and
• require stock ownership by the Company’s executive officers in order to align their financial interests with the long-term interests of the Company’s stockholders.
|
Strategic Pay Positioning
Overall positioning of pay for named executive officers as a group is targeted to be within 10% of the sum of the median for the CEO and the 60th percentile for the other named executive officers for total compensation (total direct compensation, change in pension value and nonqualified deferred compensation earnings, and all other compensation) and within 10% of the sum of the median for the CEO and the 65th percentile for the other named executive officers for total direct compensation.
Generally, the goal is to achieve this through positioning of each major element of pay independently. Base salaries, for example, as the only fixed component of pay, are targeted to fall within 10% of median competitive levels, in the aggregate. Annual incentives are targeted to provide the opportunity for a 65th percentile payment, in the aggregate, for the achievement of preset internal goals, as well as an opportunity for top quartile actual payouts for strong performance, and actual payouts below median levels for performance below the preset goals.
The objective of our long term incentive program is to develop strong executive retention through opportunities tied to appreciation of the Company’s stock price over time. Superior returns to stockholders will result in significant opportunities to increase the value of executives’ overall equity holdings, while returns that fall short will significantly diminish that overall value. As such, grants of long term incentives are targeted to approximate the 75th percentile, in the aggregate.
Individual decisions may result in positioning outside of these specified ranges, particularly where the measured market reflects little differentiation between the 25th, median and 75th percentiles. Individual components may also be highly differentiated based on key requirements of a specific role, success in past roles within or outside the Company or, within our pay for performance culture, demonstrated success in an executive officer’s current role. Position tenure also plays an important role in the positioning of individual pay levels.
|
|
Element
|
Form
|
Primary Purpose
|
Performance Criteria
|
|||
|
Base salary
|
|
Cash
|
|
Provide competitive, fixed compensation to attract and retain the best possible executive talent
|
|
Achievement of Company and individual goals
|
|
Annual cash
incentive
bonuses
|
|
Cash
|
|
Align executive compensation with our corporate strategies and business objectives; promote the achievement of key strategic and financial performance measures by linking annual cash incentives to the achievement of corporate performance goals
|
|
Organic revenue growth, adjusted operating income as a percentage of revenue, adjusted earnings per share, free cash flow, and non-financial measures (see page 17)
|
|
Long-term
incentive awards
|
|
Performance-based stock options
|
|
Align executive compensation with our corporate strategies and business objectives; motivate the Company’s officers to create long-term value for the Company’s stockholders and achieve other business objectives of the Company; encourage stock ownership by the Company’s officers in order to align their financial interests with the long-term interests of the Company’s stockholders
|
|
Total Stockholder Return vs. peer companies (see page 24)
|
|
|
Performance-based restricted stock unit awards
|
|
|
Organic revenue growth and adjusted earnings per share (see page 23)
|
||
|
|
Time-based stock options
|
|
|
N/A, but only yield value if stock price appreciates
|
||
|
|
Time-based restricted stock unit awards
|
|
|
N/A, but appreciation in stock price yields greater value
|
||
|
Retirement plans
|
|
Eligibility to participate in, and receive Company contributions to, our 401(k) plan (available to all U.S. employees) and, for most executives, a supplemental deferred compensation plan
|
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Provide competitive retirement benefits to attract and retain skilled management
|
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N/A
|
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Perquisites
|
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Eligibility to receive supplemental long-term disability and life insurance, access to emergency medical service; in the case of the CEO, limited use of Company aircraft for non-business purposes and personal security services
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Provide a competitive compensation package
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N/A
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Severance and
Change in
Control Benefits
|
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Eligibility to receive cash and other severance benefits in connection with termination under certain scenarios (see page 26)
|
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Provide competitive benefits to attract and retain the best possible executive talent and facilitate the executive’s evaluating potential business combinations
|
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N/A
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3M Company
|
|
Honeywell International Inc.
|
Abbott Laboratories
|
|
Illinois Tool Works Inc.
|
AbbVie Inc.
|
|
Ingersoll-Rand Plc
|
Amgen Inc.
|
|
L-3 Communications Holdings, Inc.
|
Baxter International Inc.
|
|
Medtronic, Inc.
|
Bristol-Myers Squibb Company
|
|
Monsanto Company
|
Danaher Corporation
|
|
Parker-Hannifin Corporation
|
Eaton Corporation plc
|
|
PPG Industries, Inc.
|
EMC Corporation (which was subsequently
|
|
Stryker Corporation
|
acquired by Dell Technologies Inc.)
|
|
Texas Instruments Incorporated
|
Emerson Electric Co.
|
|
Textron Inc.
|
Gilead Sciences Inc.
|
|
|
3M Company
|
|
Eaton Corporation plc
|
Abbott Laboratories
|
|
Eli Lily and Company
|
AbbVie Inc.
|
|
Emerson Electric Co.
|
Allergan plc
|
|
Gilead Sciences Inc.
|
Amgen Inc.
|
|
Honeywell International Inc.
|
Becton, Dickinson and Company
|
|
Illinois Tool Works Inc.
|
Biogen Inc.
|
|
Medtronic, Inc.
|
Bristol-Myers Squibb Company
|
|
Merck & Co., Inc.
|
Danaher Corporation
|
|
Texas Instruments Incorporated
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Name
|
Prior Base Salary
|
Base Salary as of
|
Increase
|
|||||||||||
March 27, 2017
|
||||||||||||||
Marc N. Casper
|
|
$
|
1,425,000
|
|
|
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$
|
1,425,000
|
|
|
|
—
|
%
|
|
Stephen Williamson
|
|
$
|
603,750
|
|
|
|
$
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640,000
|
|
|
|
6.0
|
%
|
|
Mark P. Stevenson(1)
|
|
$
|
860,000
|
|
|
|
$
|
900,000
|
|
|
|
4.7
|
%
|
|
Patrick M. Durbin
|
|
$
|
550,000
|
|
|
|
$
|
577,500
|
|
|
|
5.0
|
%
|
|
Gregory J. Herrema
|
|
$
|
627,000
|
|
|
|
$
|
641,100
|
|
|
|
2.2
|
%
|
|
(1)
|
In connection with his promotion to Chief Operating Officer of the Company, Mr. Stevenson also received a base salary increase effective August 1, 2017 to $975,000.
|
|
|
Organic Revenue Growth (35%)
|
|
Adjusted Operating Income as a
Percentage of Revenue (15%)
|
|
Adjusted Earnings Per
Share (15%)
|
|
Free Cash Flow (5%)
|
|
|
|
|
|
|
|
|
|
Threshold (0% payout on each measure)
|
|
2.0%
|
|
Varies with organic revenue growth
1
|
|
$8.88
|
|
Below $3,130 million
|
|
|
|
|
|
|
|
|
|
Incremental Performance Adjustment
|
|
-25% for each 0.5% organic revenue growth below baseline
+25% for each 0.5% organic revenue growth above baseline up to 150% of target and for each 0.25% organic revenue growth above 150% of target |
|
Assumes 35% adjusted operating income pull through
2
on organic revenue growth above or below baseline for organic revenue growth results of up to 1.00% above baseline organic revenue growth and 30% pull through
2
on organic revenue growth over 1.00% above baseline
|
|
-25% for each $0.06 below baseline
+25% for each $0.06 above baseline |
|
|
|
|
|
|
|
|
|
|
|
Baseline (100% payout factor)
|
|
4.0%
|
|
23.49% of revenue (at the baseline target organic revenue growth of 4.00%)
|
|
$9.12
|
|
$3,130 million
to
$3,199 million
|
|
|
|
|
|
|
|
|
|
Maximum (200% payout factor)
|
|
5.5%
|
|
Varies with organic revenue growth
1
|
|
$9.36
|
|
$3,200 million
|
|
|
|
|
|
|
|
|
|
Actual Results
|
|
5.2%
|
|
23.23% of revenue
|
|
$9.49
|
|
$3,505 million
|
|
|
|
|
|
|
|
|
|
Payout Factor
|
|
169.1%
|
|
0.0%
3
|
|
200.0%
|
|
200.0%
|
1
|
Because the payout factors linked the variation in organic revenue growth to margin expansion, the "threshold" and "maximum" (whether expressed as dollars or as a percentage) varied directly with actual organic revenue growth achievement; no single "threshold or "maximum" performance level can be attributed to adjusted operating income as a percentage of revenue. The adjusted operating income as a percentage of revenue payout factor cannot go below zero or above 200%.
|
2
|
The payout factors for this metric recognized incremental costs required to achieve accelerated organic revenue growth, and reflected the greater difficulty in achieving margin expansion on lower organic revenue; as such, the "pull through" (incremental adjusted operating margin as a percentage of revenue) varied at different levels of organic revenue growth achievement.
|
3
|
The payout factor for adjusted operating income as a percentage of revenue fell below the threshold level established in early 2017 due to the inclusion of the operating results of Patheon from August 29 through December 31, 2017. At the time of acquisition, Patheon had operating income margins significantly below the average for the company.
|
Non-Financial Measure
|
|
Achievement
|
|
|
|
Customer Allegiance
|
|
We achieved a new high on our customer allegiance score in 2017 (measured by a formula relating to how many of our customers would recommend us to another potential customer); we exceeded our eBusiness metrics in 2017; we continued enhancing our customers' experience across platforms and increased our e-business capabilities across the portfolio; we improved our cloud capabilities and increased the number of connected instruments and active users
|
|
|
|
Positioning the Company for Accelerated Revenue Growth
|
|
We had a strong cadence of new product launches and we delivered strong growth in China, India and Korea; the percentage of 2017 product revenue from products commercialized in the last two years was up from our 2016 performance
|
|
|
|
Positioning the Company for Margin Expansion
|
|
We ramped up our financial shared services center and further integrated our Life Sciences Solutions and Laboratory Products infrastructure; we initiated zero-based redesign activities in two key businesses
|
|
|
|
Employer of Choice/Diversity
|
|
We received very positive feedback from our employees in our annual employee survey highlighting our progress in diversity and inclusion, and increased participation in our corporate social responsibility programs, employee resource groups and corporate giving, highlighted by our response to natural disasters in North America; we made continued progress on leadership diversity
|
|
|
|
Effectively Execute Capital Deployment Strategy
|
|
We exceeded our synergy targets for the Company's 2016 acquisition of FEI; we are on track to meet our synergy targets for the Company's 2016 acquisition of Affymetrix; we closed the Patheon, Finesse Solutions and Core Informatics acquisitions and began integrating them
|
Component
|
Weight
|
Payout Factor
|
Weighted Average
|
Organic Revenue Growth
|
35%
|
169.1%
|
59.2%
|
Adjusted Operating Income as a Percentage of Revenue
|
15%
|
0.0%
|
0.0%
|
Adjusted Earnings Per Share
|
15%
|
200.0%
|
30.0%
|
Free Cash flow
|
5%
|
200.0%
|
10.0%
|
Subtotal Financial
|
70%
|
141.7%
|
99.2%
|
Non-Financial
|
30%
|
180.0%
|
54.0%
|
Total Payout
|
100%
|
|
153.2%
|
Name
|
2016 Target Bonus as a Percentage of Salary
|
2017 Target Bonus as a Percentage of Salary
|
Marc N. Casper
|
190%
|
200%
|
Stephen Williamson
|
80%
|
85%
|
Mark P. Stevenson
|
105%
|
105%
|
Patrick M. Durbin
|
75%
|
80%
|
Gregory J. Herrema
|
85%
|
85%
|
Name
|
Target Bonus as a
Percentage of Salary
|
Target Bonus Award
|
Achievement Percentage
|
Actual Bonus Award
|
||||||
Marc N. Casper
|
200%
|
|
$
|
2,850,000
|
|
153.2%
|
|
$
|
4,366,200
|
|
Stephen Williamson
|
85%
|
|
$
|
544,000
|
|
153.2%
|
|
$
|
833,408
|
|
Mark P. Stevenson
|
110%
|
|
$
|
998,448
|
|
153.2%
|
|
$
|
1,529,622
|
|
Patrick M. Durbin
|
80%
|
|
$
|
462,000
|
|
140.0%
|
|
$
|
646,800
|
|
Gregory J. Herrema
|
85%
|
|
$
|
544,935
|
|
153.2%
|
|
$
|
834,840
|
|
|
Stock Options
|
Time-Based Restricted
Stock Units
|
Performance-Based
Restricted Stock Units
(at target)
|
|||||||||||||||
Name
|
2016
|
2017
|
2016
|
2017
|
2016
|
2017
|
||||||||||||
Marc N. Casper
|
$
|
3,579,114
|
|
$
|
4,075,136
|
|
$
|
4,048,824
|
|
$
|
4,194,288
|
|
$
|
4,048,824
|
|
$
|
4,194,288
|
|
Stephen Williamson
|
$
|
630,047
|
|
$
|
880,152
|
|
$
|
700,758
|
|
$
|
914,544
|
|
$
|
700,758
|
|
$
|
914,544
|
|
Mark P. Stevenson
|
$
|
1,331,341
|
|
$
|
1,595,880
|
|
$
|
1,492,355
|
|
$
|
1,639,872
|
|
$
|
1,492,355
|
|
$
|
1,639,872
|
|
Patrick M. Durbin
|
$
|
558,800
|
|
$
|
718,146
|
|
$
|
609,919
|
|
$
|
725,328
|
|
$
|
609,919
|
|
$
|
725,328
|
|
Gregory J. Herrema
|
$
|
712,618
|
|
$
|
809,172
|
|
$
|
947,321
|
|
$
|
914,544
|
|
$
|
947,321
|
|
$
|
914,544
|
|
|
Organic Revenue Growth (50%)
1
|
Adjusted Earnings Per Share (50%)
1
|
Threshold
(0% payout on each measure)
|
2.5%
|
$8.88
|
Baseline
(50% payout on each measure)
|
4.0%
|
$9.12
|
Maximum
(75% payout on each measure)
|
5.0%
|
$9.30
|
Actual Results
|
5.2%
|
$9.49
|
Payout Factor
|
150%
|
1
|
There are a variety of payout scenarios for financial results between the threshold and maximum levels.
|
Payout as a % of Total Award Granted
|
|
Example:
|
25,000 Options Granted Sept. 2017
|
||
|
Finish Among
Top 10
|
|
|
Finish Among Top 10 in 3 of 4 Perf. Periods
|
|
|
|
|
Earned Award
|
||
4 of 4 Perf. Periods
|
100%
|
|
|
|
|
3 of 4 Perf. Periods
|
75%
|
|
3 of 4 Perf. Periods
|
75%
|
18,750 Options vest in March 2021
|
2 of 4 Perf. Periods
|
50%
|
|
|
|
|
0 or 1 of 4 Perf. Periods
|
No Award Earned
|
|
|
|
|
3M Company
|
|
Gilead Sciences Inc.
|
Abbott Laboratories
|
|
Henry Schein, Inc.
|
AbbVie Inc.
|
|
Honeywell International Inc.
|
Automatic Data Processing, Inc.
|
|
Illinois Tool Works Inc.
|
Allergan plc
|
|
International Paper Company
|
Amgen Inc.
|
|
Medtronic, Inc.
|
Becton, Dickinson and Company
|
|
Merck & Co., Inc.
|
Biogen Inc.
|
|
Merck KGaA, Darmstadt, Germany
|
Bristol-Myers Squibb Company
|
|
NIKE, Inc.
|
Cigna Corporation
|
|
State Street Corporation
|
CSX Corporation
|
|
Stryker Corporation
|
Danaher Corporation
|
|
Texas Instruments Incorporated
|
Eaton Corporation plc
|
|
The Boeing Company
|
Eli Lily and Company
|
|
The PNC Financial Services Group, Inc.
|
Emerson Electric Co.
|
|
Thermo Fisher Scientific Inc.
|
|
THE COMPENSATION COMMITTEE
Thomas J. Lynch (Chairman)
William G. Parrett
Elaine S. Ullian
|
Name and
Principal Position
|
Year
|
Salary
($)(1)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(3)
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
|
All Other
Compensation
($)(6)
|
Total
($)
|
|||||||||||||||||
Marc N. Casper
President and Chief
Executive Officer
|
2017
|
$
|
1,425,000
|
|
$
|
8,388,576
|
|
$
|
7,543,202
|
|
$
|
4,366,200
|
|
|
|
$
|
—
|
|
|
$
|
552,198
|
|
$
|
22,275,176
|
|
2016
|
$
|
1,407,471
|
|
$
|
8,097,648
|
|
$
|
3,579,114
|
|
$
|
4,196,625
|
|
|
|
$
|
—
|
|
|
$
|
519,803
|
|
$
|
17,800,661
|
|
|
2015
|
$
|
1,339,692
|
|
$
|
8,028,038
|
|
$
|
3,482,400
|
|
$
|
2,997,000
|
|
|
|
$
|
—
|
|
|
$
|
459,949
|
|
$
|
16,307,079
|
|
|
Stephen Williamson
Senior Vice President and Chief Financial Officer
|
2017
|
$
|
631,635
|
|
$
|
1,829,088
|
|
$
|
1,747,914
|
|
$
|
833,408
|
|
|
|
$
|
—
|
|
|
$
|
102,349
|
|
$
|
5,144,394
|
|
2016
|
$
|
597,031
|
|
$
|
1,401,516
|
|
$
|
630,047
|
|
$
|
748,650
|
|
|
|
$
|
—
|
|
|
$
|
93,132
|
|
$
|
3,470,376
|
|
|
2015
|
$
|
540,251
|
|
$
|
1,258,272
|
|
$
|
574,596
|
|
$
|
517,500
|
|
|
|
$
|
—
|
|
|
$
|
72,755
|
|
$
|
2,963,374
|
|
|
Mark P. Stevenson
Executive Vice President
and Chief Operating Officer
|
2017
|
$
|
922,212
|
|
$
|
3,279,744
|
|
$
|
6,005,310
|
|
$
|
1,529,622
|
|
|
|
$
|
429,130
|
|
|
$
|
175,878
|
|
$
|
12,341,896
|
|
2016
|
$
|
850,301
|
|
$
|
2,984,710
|
|
$
|
1,331,341
|
|
$
|
1,399,650
|
|
|
|
$
|
263,500
|
|
|
$
|
162,127
|
|
$
|
6,991,629
|
|
|
2015
|
$
|
817,237
|
|
$
|
2,909,754
|
|
$
|
1,276,880
|
|
$
|
1,578,300
|
|
|
|
$
|
—
|
|
|
$
|
133,481
|
|
$
|
6,715,652
|
|
|
Patrick M. Durbin(7)
Senior Vice President
|
2017
|
$
|
571,154
|
|
$
|
1,450,656
|
|
$
|
1,585,908
|
|
$
|
646,800
|
|
|
|
$
|
—
|
|
|
$
|
28,589
|
|
$
|
4,283,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gregory J. Herrema(8)
Senior Vice President
|
2017
|
$
|
637,846
|
|
$
|
1,829,088
|
|
$
|
1,676,934
|
|
$
|
834,840
|
|
|
|
$
|
—
|
|
|
$
|
105,518
|
|
$
|
5,084,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reflects salary earned for the year, though a portion of such salary may have been paid early in the subsequent year.
|
(2)
|
These amounts represent the aggregate grant date fair value of restricted stock unit awards made during
2017
,
2016
and
2015
, respectively, calculated in accordance with the Company’s financial reporting practices.
For information on the valuation assumptions with respect to these awards, refer to note 5 of the Thermo Fisher financial statements in the Form 10-K for the year ended December 31,
2017
, as filed with the SEC.
For performance-based restricted stock unit awards made to Messrs. Casper, Williamson, Stevenson, Durbin and Herrema in February
2017
, these amounts reflect the grant date fair value of such awards at the time of grant based upon the probable outcome (earning 100% of target) at the time of grant. The value of the performance-based restricted stock unit awards at the grant date in February
2017
assuming that the highest level of performance conditions was achieved was
$6,291,432
,
$1,371,816
,
$2,459,808
,
$1,087,992
and
$1,371,816
for Messrs. Casper, Williamson, Stevenson, Durbin and Herrema, respectively. The amounts reflected in this column do not represent the actual amounts paid to or realized by the named executive officer for awards made during fiscal years
2017
,
2016
or
2015
.
|
(3)
|
These amounts represent the aggregate grant date fair value of stock option awards made during
2017
,
2016
and
2015
, respectively, calculated in accordance with the Company’s financial reporting practices.
For information on the valuation assumptions with respect to these awards, refer to note 5 of the Thermo Fisher financial statements in the Form 10-K for the year ended December 31,
2017
, as filed with the SEC.
For performance-based stock option awards made to Messrs. Casper, Williamson, Stevenson, Durbin and Herrema in September
2017
, these amounts reflect the grant date fair value of such awards using a Monte Carlo simulation model. The value of the performance-based stock option awards at the grant date in September
2017
assuming that the highest level of performance conditions was achieved was
$5,421,906
,
$1,356,642
,
$2,713,284
,
$1,356,642
and
$1,356,642
for Messrs. Casper, Williamson, Stevenson, Durbin and Herrema, respectively. The amounts reflected in this column do not represent the actual amounts paid to or realized by the named executive officer for awards made during fiscal years
2017
,
2016
or
2015
.
|
(4)
|
Reflects compensation earned for the year but paid early in the subsequent year. For Mr. Stevenson, his 2015 amount includes a $504,000 bonus awarded to him in February 2016 for his efforts with respect to the integration of Life Technologies during 2015.
|
(5)
|
These amounts represent the actuarial increase (if any) in the present value of Mr. Stevenson's benefits under the Applera Corporation Supplemental Executive Retirement Plan (the "SERP") during the year. Mr. Stevenson’s SERP balance decreased by $55,141 in 2015. As the SERP was a plan maintained by Life Technologies prior to the Company's 2014 acquisition of Life Technologies Corporation (the "Life Technologies Acquisition"), and was frozen prior to the acquisition, only Mr. Stevenson (a former employee of Life Technologies) participates in the SERP.
|
(6)
|
Under SEC rules and regulations, if the total value of all perquisites and personal benefits is $10,000 or more for any named executive officer, then each perquisite or personal benefit, regardless of its amount, must be identified by type. If perquisites and personal benefits are required to be reported for a named executive officer, then each perquisite or personal benefit that exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for that officer must be quantified and disclosed in a footnote. The amounts presented in this column include (a) matching contributions made on behalf of the named executive officers by the Company pursuant to the Company’s 401(k) Plan, (b) premiums paid by the Company with respect to long-term disability insurance for the benefit of the named executive officers, (c) premiums paid by the Company with respect to supplemental group term life insurance, (d) access to emergency medical service through Massachusetts General Hospital’s global hospital network, (e) matching contributions made on behalf of the named executive officers by the Company pursuant to the Company’s Non-Qualified Deferred Compensation Plan, (f) dividends accrued in the form of dividend equivalents on restricted stock units and (g) with respect to Mr. Casper, premiums paid by the Company for a term life insurance policy for the benefit of Mr. Casper, personal security services and the incremental cost to the Company of Mr. Casper’s non-business use of Company aircraft. As described on page
26
, Mr. Casper is permitted to use the aircraft for limited non-business purposes. The incremental cost to the Company during
2017
for non-business use represents the direct variable costs incurred due to usage of the Company aircraft including fuel, crew trip expense, crew meals, catering, landing fees, hangar/parking costs and other miscellaneous expenses. Since the aircraft is used primarily for business travel, the Company does not include in the calculation fixed costs which remain constant, such as pilots’ salaries, the acquisition costs of the aircraft, and the cost of maintenance not related to Mr. Casper’s personal trips. Mr. Casper’s annual allowance for personal use of the Company aircraft is limited to $150,000 in incremental cost to the Company.
|
(7)
|
Mr. Durbin became an executive officer of the Company on October 15, 2015, but was not a named executive officer for the years ended December 31, 2015 or December 31, 2016.
|
(8)
|
Mr. Herrema became an executive officer of the Company on May 17, 2017.
|
Name
|
Grant Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
All Other Stock Awards:
Number of Shares of Stock or Units
|
All Other Option Awards:
Number of Securities Underlying Options
|
Exercise or Base Price of Option Awards
($/Sh)
|
Grant Date Fair Value of Stock and Option Awards
($)(2)
|
|||||||||||||||||||||
Threshold
($)
|
Target
($)(1)
|
Maximum
($)
|
||||||||||||||||||||||||||
Threshold
|
Target
|
Maximum
|
||||||||||||||||||||||||||
Marc N. Casper
|
2/28/2017
|
—
|
$
|
2,850,000
|
|
$
|
5,700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2/28/2017
|
|
|
|
—
|
(3)
|
26,600
|
|
(3)
|
39,900
|
|
(3)
|
|
|
|
|
|
$
|
4,194,288
|
|
|||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
26,600
|
|
(4)
|
|
|
|
$
|
4,194,288
|
|
||||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
126,400
|
|
(5)
|
$
|
157.68
|
|
$
|
4,075,136
|
|
||||||||
9/7/2017
|
|
|
|
—
|
(6)
|
116,300
|
|
(6)
|
116,300
|
|
(6)
|
|
|
|
|
$
|
190.59
|
|
$
|
3,468,066
|
|
|||||||
Stephen Williamson
|
2/28/2017
|
—
|
$
|
544,000
|
|
$
|
1,088,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2/28/2017
|
|
|
|
—
|
(3)
|
5,800
|
|
(3)
|
8,700
|
|
(3)
|
|
|
|
|
|
$
|
914,544
|
|
|||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
5,800
|
|
(4)
|
|
|
|
$
|
914,544
|
|
||||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
27,300
|
|
(5)
|
$
|
157.68
|
|
$
|
880,152
|
|
||||||||
9/7/2017
|
|
|
|
—
|
(6)
|
29,100
|
|
(6)
|
29,100
|
|
(6)
|
|
|
|
|
$
|
190.59
|
|
$
|
867,762
|
|
|||||||
Mark P. Stevenson
|
2/28/2017
|
—
|
$
|
998,448
|
|
$
|
1,996,896
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2/28/2017
|
|
|
|
—
|
(3)
|
10,400
|
|
(3)
|
15,600
|
|
(3)
|
|
|
|
|
|
$
|
1,639,872
|
|
|||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
10,400
|
|
(4)
|
|
|
|
$
|
1,639,872
|
|
||||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
49,500
|
|
(5)
|
$
|
157.68
|
|
$
|
1,595,880
|
|
||||||||
9/7/2017
|
|
|
|
|
|
|
|
|
|
|
|
72,700
|
|
(5)
|
$
|
190.59
|
|
$
|
2,673,906
|
|
||||||||
9/7/2017
|
|
|
|
—
|
(6)
|
58,200
|
|
(6)
|
58,200
|
|
(6)
|
|
|
|
|
$
|
190.59
|
|
$
|
1,735,524
|
|
|||||||
Patrick M. Durbin
|
2/28/2017
|
—
|
$
|
462,000
|
|
$
|
924,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2/28/2017
|
|
|
|
—
|
(3)
|
4,600
|
|
(3)
|
6,900
|
|
(3)
|
|
|
|
|
|
$
|
725,328
|
|
|||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
4,600
|
|
(4)
|
|
|
|
$
|
725,328
|
|
||||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
22,275
|
|
(5)
|
$
|
157.68
|
|
$
|
718,146
|
|
||||||||
9/7/2017
|
|
|
|
—
|
(6)
|
29,100
|
|
(6)
|
29,100
|
|
(6)
|
|
|
|
|
$
|
190.59
|
|
$
|
867,762
|
|
|||||||
Gregory J. Herrema
|
2/28/2017
|
—
|
$
|
544,935
|
|
$
|
1,089,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2/28/2017
|
|
|
|
—
|
(3)
|
5,800
|
|
(3)
|
8,700
|
|
(3)
|
|
|
|
|
|
$
|
914,544
|
|
|||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
5,800
|
|
(4)
|
|
|
|
$
|
914,544
|
|
||||||||||
2/28/2017
|
|
|
|
|
|
|
|
|
|
|
|
27,300
|
|
(5)
|
$
|
157.68
|
|
$
|
809,172
|
|
||||||||
9/7/2017
|
|
|
|
—
|
(6)
|
29,100
|
|
(6)
|
29,100
|
|
(6)
|
|
|
|
|
$
|
190.59
|
|
$
|
867,762
|
|
*
|
All equity awards made during
2017
were granted under the Company’s 2013 Stock Incentive Plan.
|
(1)
|
Target awards are based on a percentage of the named executive officer’s salary.
|
(2)
|
These amounts represent the aggregate grant date fair value of stock option and restricted stock unit awards made during
2017
, calculated in accordance with the Company’s financial reporting practices.
For information on the valuation assumptions with respect to these awards, refer to note 5 of the Thermo Fisher financial statements in the Form 10-K for the year ended December 31,
2017
, as filed with the SEC.
The amounts reflected in this column do not represent the actual amounts paid to or realized by the named executive officer for these awards during fiscal year
2017
.
|
(3)
|
Represents the threshold, target and maximum number of achievable shares pursuant to a performance-based restricted stock unit award made on February 28, 2017. (See "
Compensation Discussion and Analysis
--
2017 Annual Grant
on page
22
.)
|
(4)
|
Represents a time-based restricted stock unit award which vests over a three-and-a half-year period commencing on the date of grant (15%, 25%, 30% and 30% vesting at 6, 18, 30 and 42 months, respectively, from the date of grant) so long as the executive officer is employed by the Company on each such date (subject to certain exceptions). Dividends on the Common Stock for which the record date is after the grant date accrue in the form of dividend equivalents on unvested restricted stock units, and will be paid out if and when the underlying shares vest and are delivered.
|
(5)
|
Options vest in equal annual installments over the four-year period commencing on the first anniversary of the date of grant (i.e., the first 1/4 of the stock option grant would vest on the first anniversary of the date of grant) so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).
|
(6)
|
Represents a performance-based stock option award which vests, if at all, in part or in whole, in one installment on March 7, 2021. (See "
Compensation Discussion and Analysis
--
Supplemental Total Shareholder Return Long-Term Incentive Program
" on page
24
.)
|
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable(1)
|
Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned Options (#)
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)(1)
|
Market Value of Shares or Units of Stock That Have Not Vested ($) @ $189.88*
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) @ $189.88*
|
||||||||||||||||||||||
Marc N. Casper
|
350,520
|
|
—
|
|
|
—
|
|
|
$
|
46.56
|
|
11/21/2019
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|||||||
|
150,713
|
|
—
|
|
|
—
|
|
|
$
|
73.24
|
|
2/26/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|||||||
|
98,625
|
|
32,875
|
|
(2
|
)
|
—
|
|
|
$
|
124.28
|
|
2/26/2021
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
60,000
|
|
60,000
|
|
(3
|
)
|
—
|
|
|
$
|
131.07
|
|
2/25/2022
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
32,025
|
|
96,075
|
|
(4
|
)
|
—
|
|
|
$
|
129.77
|
|
2/24/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
126,400
|
|
(5
|
)
|
—
|
|
|
$
|
157.68
|
|
2/28/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
116,300
|
|
(6
|
)
|
$
|
190.59
|
|
9/7/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
9,188
|
|
(7
|
)
|
$
|
1,744,617
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
12,761
|
|
(8
|
)
|
$
|
2,423,059
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
18,720
|
|
(9
|
)
|
$
|
3,554,554
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
26,000
|
|
(10
|
)
|
$
|
4,936,880
|
|
|
|
|
|
|||||||
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
22,610
|
|
(11
|
)
|
$
|
4,293,187
|
|
|
|
|
|
|||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
39,900
|
|
(12
|
)
|
$
|
7,576,212
|
|
(13
|
)
|
|||||
Stephen Williamson
|
9,500
|
|
—
|
|
|
—
|
|
|
$
|
73.24
|
|
2/26/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|||||||
|
6,525
|
|
2,175
|
|
(2
|
)
|
—
|
|
|
$
|
124.28
|
|
2/26/2021
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
9,900
|
|
9,900
|
|
(3
|
)
|
—
|
|
|
$
|
131.07
|
|
2/25/2022
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
5,637
|
|
16,913
|
|
(4
|
)
|
—
|
|
|
$
|
129.77
|
|
2/24/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
27,300
|
|
(5
|
)
|
—
|
|
|
$
|
157.68
|
|
2/28/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
29,100
|
|
(6
|
)
|
$
|
190.59
|
|
9/7/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1,440
|
|
(7
|
)
|
$
|
273,427
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
2,000
|
|
(8
|
)
|
$
|
379,760
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3,240
|
|
(9
|
)
|
$
|
615,211
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
4,500
|
|
(10
|
)
|
$
|
854,460
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
4,930
|
|
(11
|
)
|
$
|
936,108
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
8,700
|
|
(12
|
)
|
$
|
1,651,956
|
|
(13
|
)
|
|||||
Mark P. Stevenson
|
75,000
|
|
25,000
|
|
(2
|
)
|
—
|
|
|
$
|
124.28
|
|
2/26/2021
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
22,000
|
|
22,000
|
|
(3
|
)
|
—
|
|
|
$
|
131.07
|
|
2/25/2022
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
11,912
|
|
35,738
|
|
(4
|
)
|
—
|
|
|
$
|
129.77
|
|
2/24/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
49,500
|
|
(5
|
)
|
—
|
|
|
$
|
157.68
|
|
2/28/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
58,200
|
|
(6
|
)
|
$
|
190.59
|
|
9/7/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
72,700
|
|
(14
|
)
|
|
|
$
|
190.59
|
|
9/7/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3,330
|
|
(7
|
)
|
$
|
632,300
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
4,625
|
|
(8
|
)
|
$
|
878,195
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
6,900
|
|
(9
|
)
|
$
|
1,310,172
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
9,584
|
|
(10
|
)
|
$
|
1,819,810
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
8,840
|
|
(11
|
)
|
$
|
1,678,539
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
15,600
|
|
(12
|
)
|
$
|
2,962,128
|
|
(13
|
)
|
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable(1)
|
Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned Options (#)
|
Option Exercise Price ($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested (#)(1)
|
Market Value of Shares or Units of Stock That Have Not Vested ($) @ $189.88*
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) @ $189.88*
|
||||||||||||||||||||||
Patrick M. Durbin
|
5,800
|
|
—
|
|
|
—
|
|
|
$
|
73.24
|
|
2/26/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|||||||
|
9,187
|
|
3,063
|
|
(2
|
)
|
—
|
|
|
$
|
124.28
|
|
2/26/2021
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
6,300
|
|
6,300
|
|
(3
|
)
|
—
|
|
|
$
|
131.07
|
|
2/25/2022
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
5,000
|
|
15,000
|
|
(4
|
)
|
—
|
|
|
$
|
129.77
|
|
2/24/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
22,275
|
|
(5
|
)
|
—
|
|
|
$
|
157.68
|
|
2/28/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
|
|
29,100
|
|
(6
|
)
|
$
|
190.59
|
|
9/7/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1,080
|
|
(7
|
)
|
205,070
|
|
—
|
|
|
—
|
|
|
|||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1,500
|
|
(8
|
)
|
284,820
|
|
—
|
|
|
—
|
|
|
|||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
2,820
|
|
(9
|
)
|
535,462
|
|
—
|
|
|
—
|
|
|
|||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3,917
|
|
(10
|
)
|
743,760
|
|
—
|
|
|
—
|
|
|
|||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
3,910
|
|
(11
|
)
|
742,431
|
|
—
|
|
|
—
|
|
|
|||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
6,900
|
|
(12
|
)
|
1,310,172
|
|
(13
|
)
|
||||||
Gregory J. Herrema
|
26,250
|
|
—
|
|
|
—
|
|
|
$
|
54.97
|
|
2/23/2018
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|||||||
|
15,400
|
|
—
|
|
|
—
|
|
|
$
|
73.24
|
|
2/26/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|||||||
|
13,762
|
|
4,588
|
|
(2
|
)
|
—
|
|
|
$
|
124.28
|
|
2/26/2021
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
12,150
|
|
12,150
|
|
(3
|
)
|
—
|
|
|
$
|
131.07
|
|
2/25/2022
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
7,587
|
|
22,763
|
|
(4
|
)
|
—
|
|
|
$
|
129.77
|
|
2/24/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
27,300
|
|
(5
|
)
|
—
|
|
|
$
|
157.68
|
|
2/28/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
|
|
29,100
|
|
(6
|
)
|
$
|
190.59
|
|
9/7/2024
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
1,890
|
|
(7
|
)
|
$
|
358,873
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
2,625
|
|
(8
|
)
|
$
|
498,435
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
4,380
|
|
(9
|
)
|
$
|
831,674
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
6,084
|
|
(10
|
)
|
$
|
1,155,230
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
4,930
|
|
(11
|
)
|
$
|
936,108
|
|
—
|
|
|
—
|
|
|
||||||
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
8,700
|
|
(12
|
)
|
$
|
1,651,956
|
|
(13
|
)
|
*
|
Reflects the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31,
2017
.
|
(1)
|
Unexercisable stock options and unvested units of restricted stock vest as described in the footnotes below and under certain circumstances described under the heading "
Agreements with Named Executive Officers; Potential Payments Upon Termination or Change in Control
." Unexercisable stock options and unvested units of restricted stock also vest upon certain other events such as death, disability, or qualifying retirement.
|
(2)
|
Represents the balance of a stock option granted on February 26, 2014, which vested on February 26, 2018.
|
(3)
|
Represents the balance of a stock option granted on February 25, 2015, one-half of which vested on February 25, 2018, and the remainder of which vests on February 25, 2019, so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).
|
(4)
|
Represents the balance of a stock option granted on February 24, 2016, one-third of which vested on February 24, 2018, and the remainder of which vests in equal installments on February 24, 2019 and February 24, 2020, so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).
|
(5)
|
Option vests in equal annual installments on February 28, 2018, February 28, 2019, February 28, 2020 and February 28, 2021, so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).
|
(6)
|
Represents a performance-based stock option award which vests, if at all, in part or in whole, in one installment on March 7, 2021. (See "
Compensation Discussion and Analysis
--
Supplemental Total Shareholder Return Long-Term Incentive Program
" on page
24
).
|
(7)
|
Represents the balance of a time-based restricted stock unit award made on February 25, 2015, which vests on August 25, 2018, so long as the executive officer is employed by the Company on such date (subject to certain exceptions).
|
(8)
|
Represents the balance of a performance-based restricted stock unit award made on February 25, 2015, which vested on February 23, 2018.
|
(9)
|
Represents the balance of a time-based restricted stock unit award made on February 24, 2016, which vests 50% on each of August 24, 2018 and August 24, 2019, so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).
|
(10)
|
Represents the balance of a performance-based restricted stock unit award made on February 24, 2016, one-half of which vested on February 28, 2018, and the remainder of which vests on February 28, 2019, so long as the executive officer is employed by the Company on such date (subject to certain exceptions).
|
(11)
|
Represents the balance of a time-based restricted stock unit award made on February 28, 2017, which vests 29.4% on August 28, 2018, and 35.3% on each of August 28, 2019 and August 28, 2020, so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).
|
(12)
|
Represents the maximum number of achievable shares that may be earned pursuant to a performance-based restricted stock unit award made on
February 28, 2017
. (See "
Compensation Discussion and Analysis
--
2017 Annual Grant
on page
22
.)
|
(13)
|
Represents the maximum payout of a performance-based restricted stock unit award made on
February 28, 2017
at
$189.88
, the Company’s closing stock price on December 31,
2017
.
|
(14)
|
Option vests in equal annual installments on September 7, 2018, September 7, 2019, September 7, 2020 and September 7, 2021, so long as the executive officer is employed by the Company on each such date (subject to certain exceptions).
|
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of
Shares
Acquired on
Exercise
(#)
|
Value
Realized
On
Exercise
($)(1)
|
Number of
Shares
Acquired on
Vesting
(#)
|
Value
Realized
On
Vesting
($)(2)
|
||||||
Marc N. Casper
|
100,000
|
|
$
|
14,350,170
|
|
72,046
|
|
$
|
11,996,829
|
|
Stephen Williamson
|
—
|
|
—
|
|
9,659
|
|
$
|
1,611,359
|
|
|
Mark P. Stevenson(3)
|
—
|
|
—
|
|
23,707
|
|
$
|
4,021,644
|
|
|
Patrick M. Durbin
|
—
|
|
—
|
|
8,683
|
|
$
|
1,447,365
|
|
|
Gregory J. Herrema
|
45,000
|
|
$
|
5,180,162
|
|
13,671
|
|
$
|
2,276,470
|
|
(1)
|
The amounts shown in this column represent the difference between the option exercise price and the market price on the date of exercise.
|
(2)
|
The amounts shown in this column represent the number of shares vesting multiplied by the market price on the date of vesting.
|
(3)
|
In addition to the amounts reflected in the table, Mr. Stevenson received
$574,714
in
2017
upon the vesting of 7,549 RSUs granted to him by Life Technologies, which the Company paid in cash in accordance with the Agreement and Plan of Merger by and among Life Technologies, the Company and Polpis Merger Sub Co., dated April 14, 2013 (the "Acquisition Agreement"). For more information about this transaction, see "Transactions with Related Persons, Promoters and Certain Control Persons — Transactions with Related Persons" below.
|
Name
|
Plan Name
|
Number of Years
Credited Service
(#)
|
Present Value of
Accumulated Benefit
($)
|
Payments During
Last Fiscal Year
($)
|
|||
Marc N. Casper
|
—
|
—
|
—
|
|
|
—
|
|
Stephen Williamson
|
—
|
—
|
—
|
|
|
—
|
|
Mark P. Stevenson
|
Applera Corporation Supplemental Executive Retirement Plan
|
5
|
$3,112,409
|
(1)
|
—
|
|
|
Patrick M. Durbin
|
—
|
—
|
—
|
|
|
—
|
|
Gregory J. Herrema
|
—
|
—
|
—
|
|
|
—
|
|
(1)
|
Represents the actuarial present value of accumulated benefit as of December 31,
2017
under the SERP, based on assumptions of a 3.52% discount rate and a retirement age of 65.
|
Name
|
Executive
Contributions
in Last FY ($)(1)
|
Registrant
Contributions
in Last FY ($)(2)
|
Aggregate
Earnings in
Last FY ($)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate Balance at
Last FYE ($)
|
|||||||||||
Marc N. Casper
|
$
|
321,097
|
|
$
|
321,097
|
|
$
|
681,563
|
|
$
|
(412,257
|
)
|
$
|
4,393,646
|
|
(3)
|
Stephen Williamson
|
$
|
66,651
|
|
$
|
66,533
|
|
$
|
55,692
|
|
$
|
—
|
|
$
|
742,790
|
|
(4)
|
Mark P. Stevenson
|
$
|
1,158,710
|
|
$
|
122,846
|
|
$
|
901,126
|
|
$
|
—
|
|
$
|
5,149,503
|
|
(5)
|
Patrick M. Durbin
|
$
|
—
|
|
$
|
—
|
|
$
|
384
|
|
$
|
—
|
|
$
|
11,997
|
|
|
Gregory J. Herrema
|
$
|
410,148
|
|
$
|
63,608
|
|
$
|
390,100
|
|
$
|
(79,140
|
)
|
$
|
4,850,550
|
|
(6)
|
(1)
|
Represents deferral of a portion of
2017
salary and/or bonus earned for
2016
performance (but paid in
2017
).
|
(2)
|
Represents a matching Company contribution in the deferred compensation plan with respect to
2017
salary and/or bonus earned for
2016
(but paid in
2017
).
|
(3)
|
Of this amount,
$64,050
,
$68,388
and
$69,300
were withheld from Mr. Casper’s
2015
,
2016
and
2017
salary, respectively, for deferral, and
$179,820
and
$251,797
were withheld from his bonus earned for
2015
and
2016
performance, respectively, for deferral, which amounts are also included in the "Salary" column for
2015
,
2016
and
2017
, respectively, and the "Non-Equity Incentive Plan Compensation" column for
2015
and
2016
, respectively, for Mr. Casper in the
Summary Compensation Table
on page
28
.
|
(4)
|
Of this amount
$16,096
,
$19,861
and
$21,732
were withheld from Mr. Williamson’s
2015
,
2016
and
2017
salary, respectively, for deferral, and
$31,050
and
$44,919
were withheld from his bonus earned for
2015
and
2016
performance for deferral, which amounts are also included in the "Salary" column for
2015
,
2016
and
2017
, and the "Non-Equity Incentive Plan Compensation" column for
2015
and
2016
, respectively, for Mr. Williamson in the
Summary Compensation Table
on page
28
.
|
(5)
|
Of this amount,
$406,760
,
$424,414
and
$458,885
were withheld from Mr. Stevenson’s
2015
,
2016
and
2017
salary, respectively, for deferral, and
$537,150
and
$699,825
were withheld from Mr. Stevenson’s bonus earned for
2015
and
2016
performance, respectively, for deferral, which amounts are also included in the "Salary"
|
(6)
|
Of this amount,
$63,730
was withheld from Mr. Herrema’s
2017
salary for deferral, which amount was also included in the "Salary" column for
2017
, for Mr. Herrema in the
Summary Compensation Table
on page
28
.
|
Name of Fund
|
Rate of Return (1)
|
|
Name of Fund
|
Rate of Return (1)
|
||||
T. Rowe Price Retirement Balanced Active Trust
|
10.36
|
%
|
|
|
T. Rowe Price Retirement 2055 Fund
|
22.33
|
%
|
|
|
T. Rowe Price Retirement 2060 Fund
|
22.29
|
%
|
|
||||
T. Rowe Price Retirement 2005 Fund
|
10.67
|
%
|
|
|
Pimco Total Return Institutional
|
5.13
|
%
|
|
T. Rowe Price Retirement 2010 Fund
|
11.66
|
%
|
|
|
Dodge & Cox Stock Fund
|
18.33
|
%
|
|
T. Rowe Price Retirement 2015 Fund
|
13.34
|
%
|
|
|
SSgA S&P 500 Index C
|
21.78
|
%
|
|
T. Rowe Price Retirement 2020 Fund
|
15.74
|
%
|
|
|
T. Rowe Price Growth Stock Trust
|
33.82
|
%
|
|
T. Rowe Price Retirement 2025 Fund
|
17.68
|
%
|
|
|
Vanguard Mid Cap Index Institutional
|
19.29
|
%
|
|
T. Rowe Price Retirement 2030 Fund
|
19.45
|
%
|
|
|
Jennison Institutional US Small Cap Equity
|
19.31
|
%
|
|
T. Rowe Price Retirement 2035 Fund
|
20.88
|
%
|
|
|
||||
T. Rowe Price Retirement 2040 Fund
|
22.02
|
%
|
|
|
Dodge & Cox International Stock
|
23.94
|
%
|
|
T. Rowe Price Retirement 2045 Fund
|
22.41
|
%
|
|
|
Fixed Rate Fund
|
3.31
|
%
|
|
T. Rowe Price Retirement 2050 Fund
|
22.38
|
%
|
|
|
|
|
|
(1)
|
Assumes reinvestment of dividends.
|
|
Voluntary
Resignation Without Good Reason 12/31/17 |
Involuntary
For Cause 12/31/17 |
Involuntary
Without Cause or by Executive for Good Reason 12/31/17 |
Involuntary
Without Cause or by Executive for Good Reason (with CIC) 12/31/17 |
CIC Without
Termination 12/31/17 |
Disability
12/31/17 |
Death
12/31/17 |
|||||||||||||||||||
INCREMENTAL BENEFITS DUE TO TERMINATION EVENT OR CHANGE IN CONTROL
|
|
|||||||||||||||||||||||||
Cash Severance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Base Salary
|
$
|
—
|
|
|
$
|
—
|
|
$
|
2,850,000
|
|
|
$
|
2,850,000
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Bonus
|
$
|
—
|
|
|
$
|
—
|
|
$
|
5,700,000
|
|
|
$
|
5,700,000
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pro-rata Bonus
|
$
|
2,850,000
|
|
(1)
|
$
|
—
|
|
$
|
4,196,625
|
|
(2)
|
$
|
2,850,000
|
|
(3)
|
$
|
—
|
|
$
|
4,196,625
|
|
(2)
|
$
|
4,196,625
|
|
(2)
|
Total Cash Severance
|
$
|
2,850,000
|
|
|
$
|
—
|
|
$
|
12,746,625
|
|
|
$
|
11,400,000
|
|
|
$
|
—
|
|
$
|
4,196,625
|
|
|
$
|
4,196,625
|
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Health and Welfare Benefits(4)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
45,819
|
|
|
$
|
45,819
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Outplacement
|
$
|
—
|
|
|
$
|
—
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
N/A
|
|
|
N/A
|
|
|
||
Total Benefits & Perquisites
|
$
|
—
|
|
|
$
|
—
|
|
$
|
65,819
|
|
|
$
|
65,819
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Long-Term Incentives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on Accelerated Stock Options(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
6,863,443
|
|
|
$
|
15,530,348
|
|
|
$
|
—
|
|
$
|
15,530,348
|
|
|
$
|
15,530,348
|
|
|
Value of Accelerated Time-Based Restricted Stock Units(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
12,201,499
|
|
|
$
|
24,528,509
|
|
|
$
|
—
|
|
$
|
12,264,255
|
|
|
$
|
12,264,255
|
|
|
Value of Accelerated Performance-Based Restricted Stock Units
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total Value of Accelerated Equity Grants
|
$
|
—
|
|
|
$
|
—
|
|
$
|
19,064,942
|
|
|
$
|
40,058,857
|
|
|
$
|
—
|
|
$
|
27,794,603
|
|
|
$
|
27,794,603
|
|
|
Total Value: Incremental Benefits
|
$
|
2,850,000
|
|
|
$
|
—
|
|
$
|
31,877,386
|
|
|
$
|
51,524,676
|
|
|
$
|
—
|
|
$
|
31,991,228
|
|
|
$
|
31,991,228
|
|
|
(1)
|
Represents an assumed target bonus award for
2017
.
|
(2)
|
Represents bonus paid in
2017
for
2016
performance.
|
(3)
|
Represents target bonus for
2017
.
|
(4)
|
Includes for the two-year period (a) premiums of
$21,157
with respect to medical and dental insurance, and (b) premiums of
$24,662
paid by the Company for life insurance.
|
(5)
|
Based on the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31,
2017
of
$189.88
.
|
|
Voluntary
Resignation Without Good Reason 12/31/17 |
Involuntary
For Cause 12/31/17 |
Involuntary
Without Cause 12/31/17 |
Involuntary
Without Cause or by Executive for Good Reason (with CIC) 12/31/17 |
CIC Without
Termination 12/31/17 |
Disability
12/31/17 |
Death
12/31/17 |
|||||||||||||||||||
INCREMENTAL BENEFITS DUE TO TERMINATION EVENT OR CHANGE IN CONTROL
|
|
|||||||||||||||||||||||||
Cash Severance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Base Salary
|
$
|
—
|
|
|
$
|
—
|
|
$
|
960,000
|
|
|
$
|
1,280,000
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Bonus
|
$
|
—
|
|
|
$
|
—
|
|
$
|
816,000
|
|
|
$
|
1,088,000
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pro-rata Bonus
|
$
|
544,000
|
|
(1)
|
$
|
—
|
|
$
|
544,000
|
|
(2)
|
$
|
544,000
|
|
(2)
|
$
|
—
|
|
$
|
544,000
|
|
(1)
|
$
|
544,000
|
|
(1)
|
Total Cash Severance
|
$
|
544,000
|
|
|
$
|
—
|
|
$
|
2,320,000
|
|
|
$
|
2,912,000
|
|
|
$
|
—
|
|
$
|
544,000
|
|
|
$
|
544,000
|
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Health and Welfare Benefits
|
$
|
—
|
|
|
$
|
—
|
|
$
|
28,104
|
|
(3)
|
$
|
37,761
|
|
(4)
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Outplacement
|
$
|
—
|
|
|
$
|
—
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
N/A
|
|
|
N/A
|
|
|
||
Total Benefits & Perquisites
|
$
|
—
|
|
|
$
|
—
|
|
$
|
48,104
|
|
|
$
|
57,761
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Long-Term Incentives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on Accelerated Stock Options(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2,620,599
|
|
|
$
|
—
|
|
$
|
2,620,599
|
|
|
$
|
2,620,599
|
|
|
Value of Accelerated Time-Based Restricted Stock Units(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
4,710,922
|
|
|
$
|
—
|
|
$
|
4,710,922
|
|
|
$
|
4,710,922
|
|
|
Value of Accelerated Performance-Based Restricted Stock Units
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total Value of Accelerated Equity Grants
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
7,331,521
|
|
|
$
|
—
|
|
$
|
7,331,521
|
|
|
$
|
7,331,521
|
|
|
Total Value: Incremental Benefits
|
$
|
544,000
|
|
|
$
|
—
|
|
$
|
2,368,104
|
|
|
$
|
10,301,282
|
|
|
$
|
—
|
|
$
|
7,875,521
|
|
|
$
|
7,875,521
|
|
|
(1)
|
Represents an assumed target bonus award for
2017
.
|
(2)
|
Represents target bonus for
2017
.
|
(3)
|
Includes for the 1.5 year period (a) premiums of
$26,811
with respect to medical and dental insurance, and (b) premiums of
$1,293
paid by the Company for life insurance.
|
(4)
|
Includes for the two-year period (a) premiums of
$36,037
with respect to medical and dental insurance, and (b) premiums of
$1,724
paid by the Company for life insurance.
|
(5)
|
Based on the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31,
2017
of
$189.88
.
|
|
Voluntary
Resignation Without Good Reason 12/31/17 |
Involuntary
For Cause 12/31/17 |
Involuntary
Without Cause 12/31/17 |
Involuntary
Without Cause or by Executive for Good Reason (with CIC) 12/31/17 |
CIC Without
Termination 12/31/17 |
Disability
12/31/17 |
Death
12/31/17 |
|||||||||||||||||||
INCREMENTAL BENEFITS DUE TO TERMINATION EVENT OR CHANGE IN CONTROL
|
|
|||||||||||||||||||||||||
Cash Severance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Base Salary
|
$
|
—
|
|
|
$
|
—
|
|
$
|
1,462,500
|
|
|
$
|
1,950,000
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Bonus
|
$
|
—
|
|
|
$
|
—
|
|
$
|
1,608,750
|
|
|
$
|
2,145,000
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pro-rata Bonus
|
$
|
1,072,500
|
|
(1)
|
$
|
—
|
|
$
|
1,072,500
|
|
(2)
|
$
|
1,072,500
|
|
(2)
|
$
|
—
|
|
$
|
1,072,500
|
|
(1)
|
$
|
1,072,500
|
|
(1)
|
Total Cash Severance
|
$
|
1,072,500
|
|
|
$
|
—
|
|
$
|
4,143,750
|
|
|
$
|
5,167,500
|
|
|
$
|
—
|
|
$
|
1,072,500
|
|
|
$
|
1,072,500
|
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Health and Welfare Benefits
|
$
|
—
|
|
|
$
|
—
|
|
$
|
27,302
|
|
(3)
|
$
|
36,682
|
|
(4)
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Outplacement
|
$
|
—
|
|
|
$
|
—
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
N/A
|
|
|
N/A
|
|
|
||
Total Benefits & Perquisites
|
$
|
—
|
|
|
$
|
—
|
|
$
|
47,302
|
|
|
$
|
56,682
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Long-Term Incentives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on Accelerated Stock Options(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
6,675,931
|
|
|
$
|
—
|
|
$
|
6,675,931
|
|
|
$
|
6,675,931
|
|
|
Value of Accelerated Time-Based Restricted Stock Units(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
9,281,144
|
|
|
$
|
—
|
|
$
|
9,281,144
|
|
|
$
|
9,281,144
|
|
|
Value of Accelerated Performance-Based Restricted Stock Units
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total Value of Accelerated Equity Grants
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
15,957,075
|
|
|
$
|
—
|
|
$
|
15,957,075
|
|
|
$
|
15,957,075
|
|
|
Total Value: Incremental Benefits
|
$
|
1,072,500
|
|
|
$
|
—
|
|
$
|
4,191,052
|
|
|
$
|
21,181,257
|
|
|
$
|
—
|
|
$
|
17,029,575
|
|
|
$
|
17,029,575
|
|
|
(1)
|
Represents an assumed target bonus award for
2017
.
|
(2)
|
Represents target bonus for
2017
.
|
(3)
|
Includes for the 1.5 year period (a) premiums of
$25,934
with respect to medical and dental insurance, and (b) premiums of
$1,368
paid by the Company for life insurance.
|
(4)
|
Includes for the two-year period (a) premiums of
$34,858
with respect to medical and dental insurance, and (b) premiums of
$1,824
paid by the Company for life insurance.
|
(5)
|
Based on the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31,
2017
of
$189.88
.
|
|
Voluntary
Resignation Without Good Reason 12/31/17 |
Involuntary
For Cause 12/31/17 |
Involuntary
Without Cause 12/31/17 |
Involuntary
Without Cause or by Executive for Good Reason (with CIC) 12/31/17 |
CIC Without
Termination 12/31/17 |
Disability
12/31/17 |
Death
12/31/17 |
|||||||||||||||||||
INCREMENTAL BENEFITS DUE TO TERMINATION EVENT OR CHANGE IN CONTROL
|
|
|||||||||||||||||||||||||
Cash Severance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Base Salary
|
$
|
—
|
|
|
$
|
—
|
|
$
|
866,250
|
|
|
$
|
1,155,000
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Bonus
|
$
|
—
|
|
|
$
|
—
|
|
$
|
693,000
|
|
|
$
|
924,000
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pro-rata Bonus
|
$
|
462,000
|
|
(1)
|
$
|
—
|
|
$
|
462,000
|
|
(2)
|
$
|
462,000
|
|
(2)
|
$
|
—
|
|
$
|
462,000
|
|
(1)
|
$
|
462,000
|
|
(1)
|
Total Cash Severance
|
$
|
462,000
|
|
|
$
|
—
|
|
$
|
2,021,250
|
|
|
$
|
2,541,000
|
|
|
$
|
—
|
|
$
|
462,000
|
|
|
$
|
462,000
|
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Health and Welfare Benefits
|
$
|
—
|
|
|
$
|
—
|
|
$
|
27,977
|
|
(3)
|
$
|
37,591
|
|
(4)
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Outplacement
|
$
|
—
|
|
|
$
|
—
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
N/A
|
|
|
N/A
|
|
|
||
Total Benefits & Perquisites
|
$
|
—
|
|
|
$
|
—
|
|
$
|
47,977
|
|
|
$
|
57,591
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Long-Term Incentives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on Accelerated Stock Options(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2,190,341
|
|
|
$
|
—
|
|
$
|
2,190,341
|
|
|
$
|
2,190,341
|
|
|
Value of Accelerated Time-Based Restricted Stock Units(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
3,821,715
|
|
|
$
|
—
|
|
$
|
3,821,715
|
|
|
$
|
3,821,715
|
|
|
Value of Accelerated Performance-Based Restricted Stock Units
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total Value of Accelerated Equity Grants
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
6,012,056
|
|
|
$
|
—
|
|
$
|
6,012,056
|
|
|
$
|
6,012,056
|
|
|
Total Value: Incremental Benefits
|
$
|
462,000
|
|
|
$
|
—
|
|
$
|
2,069,227
|
|
|
$
|
8,610,647
|
|
|
$
|
—
|
|
$
|
6,474,056
|
|
|
$
|
6,474,056
|
|
|
(1)
|
Represents an assumed target bonus award for
2017
.
|
(2)
|
Represents target bonus for
2017
.
|
(3)
|
Includes for the 1.5 year period (a) premiums of
$26,811
with respect to medical and dental insurance, and (b) premiums of
$1,166
paid by the Company for life insurance.
|
(4)
|
Includes for the two-year period (a) premiums of
$36,037
with respect to medical and dental insurance, and (b) premiums of
$1,555
paid by the Company for life insurance.
|
(5)
|
Based on the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31,
2017
of
$189.88
.
|
|
Voluntary
Resignation Without Good Reason 12/31/17 |
Involuntary
For Cause 12/31/17 |
Involuntary
Without Cause 12/31/17 |
Involuntary
Without Cause or by Executive for Good Reason (with CIC) 12/31/17 |
CIC Without
Termination 12/31/17 |
Disability
12/31/17 |
Death
12/31/17 |
|||||||||||||||||||
INCREMENTAL BENEFITS DUE TO TERMINATION EVENT OR CHANGE IN CONTROL
|
|
|||||||||||||||||||||||||
Cash Severance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Base Salary
|
$
|
—
|
|
|
$
|
—
|
|
$
|
961,650
|
|
|
$
|
1,282,200
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Bonus
|
$
|
—
|
|
|
$
|
—
|
|
$
|
817,403
|
|
|
$
|
1,089,870
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pro-rata Bonus
|
$
|
544,935
|
|
(1)
|
$
|
—
|
|
$
|
544,935
|
|
(2)
|
$
|
544,935
|
|
(2)
|
$
|
—
|
|
$
|
544,935
|
|
(1)
|
$
|
544,935
|
|
(1)
|
Total Cash Severance
|
$
|
544,935
|
|
|
$
|
—
|
|
$
|
2,323,988
|
|
|
$
|
2,917,005
|
|
|
$
|
—
|
|
$
|
544,935
|
|
|
$
|
544,935
|
|
|
Benefits & Perquisites
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Health and Welfare Benefits
|
$
|
—
|
|
|
$
|
—
|
|
$
|
28,119
|
|
(3)
|
$
|
37,780
|
|
(4)
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Outplacement
|
$
|
—
|
|
|
$
|
—
|
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
N/A
|
|
|
N/A
|
|
|
||
Total Benefits & Perquisites
|
$
|
—
|
|
|
$
|
—
|
|
$
|
48,119
|
|
|
$
|
57,780
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Long-Term Incentives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gain on Accelerated Stock Options(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
3,262,859
|
|
|
$
|
—
|
|
$
|
3,262,859
|
|
|
$
|
3,262,859
|
|
|
Value of Accelerated Time-Based Restricted Stock Units(5)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
5,432,276
|
|
|
$
|
—
|
|
$
|
5,432,276
|
|
|
$
|
5,432,276
|
|
|
Value of Accelerated Performance-Based Restricted Stock Units
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total Value of Accelerated Equity Grants
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
8,695,135
|
|
|
$
|
—
|
|
$
|
8,695,135
|
|
|
$
|
8,695,135
|
|
|
Total Value: Incremental Benefits
|
$
|
544,935
|
|
|
$
|
—
|
|
$
|
2,372,107
|
|
|
$
|
11,669,920
|
|
|
$
|
—
|
|
$
|
9,240,070
|
|
|
$
|
9,240,070
|
|
|
(1)
|
Represents an assumed target bonus award for
2017
.
|
(2)
|
Represents target bonus for
2017
.
|
(3)
|
Includes for the 1.5 year period (a) premiums of
$26,811
with respect to medical and dental insurance, and (b) premiums of
$1,308
paid by the Company for life insurance.
|
(4)
|
Includes for the two-year period (a) premiums of
$36,037
with respect to medical and dental insurance, and (b) premiums of
$1,744
paid by the Company for life insurance.
|
(5)
|
Based on the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31,
2017
of
$189.88
.
|
1
|
Comprised of employees in Columbia (14), Thailand (14), Peru (6), Slovak Republic (3), Croatia (2), Serbia (2), Kenya (2), Turkey (1), Indonesia (1), and Vietnam (1).
|
Name
|
Fees
Earned or
Paid in
Cash($)
|
Stock
Awards
($)(1)
|
Option
Awards($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
($)(2)
|
Total ($)
|
||||||||||||
Nelson J. Chai
|
$
|
125,000
|
|
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
15,611
|
|
(3)
|
$
|
315,684
|
|
C. Martin Harris
|
$
|
125,000
|
|
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
611
|
|
|
$
|
300,684
|
|
Tyler Jacks
|
$
|
140,000
|
|
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
611
|
|
|
$
|
315,684
|
|
Judy C. Lewent
|
$
|
140,000
|
|
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
11,055
|
|
(4)
|
$
|
326,128
|
|
Thomas J. Lynch
|
$
|
140,000
|
|
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
15,611
|
|
(3)
|
$
|
330,684
|
|
Jim P. Manzi
|
$
|
295,000
|
|
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
15,611
|
|
(3)
|
$
|
485,684
|
|
William G. Parrett
|
$
|
150,000
|
|
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
15,611
|
|
(3)
|
$
|
340,684
|
|
Lars R. Sørensen
|
$
|
140,000
|
|
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
611
|
|
|
$
|
315,684
|
|
Scott M. Sperling(5)
|
$
|
125,000
|
|
(6)
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
24,038
|
|
(7)
|
$
|
324,111
|
|
Elaine S. Ullian
|
$
|
125,000
|
|
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
20,072
|
|
(8)
|
$
|
320,145
|
|
Dion J. Weisler(9)
|
$
|
104,739
|
|
(10)
|
$
|
175,073
|
|
—
|
|
—
|
|
$
|
570
|
|
(11)
|
$
|
280,382
|
|
(1)
|
These amounts represent the aggregate grant date fair value of stock awards granted to directors in
2017
, calculated in accordance with the Company’s financial reporting practices.
For information on the valuation assumptions with respect to these awards, refer to note 5 of the Thermo Fisher financial statements in the Form 10-K for the year ended December 31,
2017
, as filed with the SEC.
These amounts do not represent the actual amounts paid to or realized by the directors for these awards during fiscal year
2017
. In May
2017
, each non-management director on the Board at that time received a grant of
1,024
restricted stock units, having a grant date fair value of
$175,073
, all of which is included in the "stock awards" column.
|
(2)
|
These amounts include
$611
of dividends accrued in the form of dividend equivalents on restricted stock units held by each non-employee director, except for Mr. Weisler, for whom the amount is
$461
.
|
(3)
|
Includes matching Company contributions of
$15,000
under the Matching Charitable Donation Program for Directors.
|
(4)
|
Includes
$10,000
for matching Company contributions under the Matching Charitable Donation Program for Directors and
$444
of Company dividends accrued in the form of dividend equivalents in
2017
on deferred stock units held in the Directors Deferred Compensation Plan.
|
(5)
|
Does not include amounts paid to Mr. Sperling under the Fisher Retirement Plan for Non-Employee Directors because such amounts relate solely to Mr. Sperling’s service as a director of Fisher prior to the Fisher Merger.
|
(6)
|
Represents compensation deferred and issued as 766 deferred stock units pursuant to the Directors Deferred Compensation Plan.
|
(7)
|
Includes
$15,000
for matching Company contributions under the Matching Charitable Donation Program for Directors and
$8,427
of Company dividends accrued in the form of dividend equivalents in
2017
on deferred stock units held in the Directors Deferred Compensation Plan.
|
(8)
|
Includes
$15,000
for matching Company contributions under the Matching Charitable Donation Program for Directors and
$4,461
of Company dividends accrued in the form of dividend equivalents in
2017
on deferred stock units held in the Directors Deferred Compensation Plan.
|
(9)
|
Mr. Weisler was elected to the Board on March 1, 2017.
|
(10)
|
Represents compensation deferred and issued as 619 deferred stock units pursuant to the Directors Deferred Compensation Plan.
|
(11)
|
Includes
$109
of Company dividends accrued in the form of dividend equivalents in
2017
on deferred stock units held in the Directors Deferred Compensation Plan.
|
Name and Address of Beneficial Owner(1)
|
|
Amount and Nature of Beneficial
Ownership
|
|
Percent of
Shares Beneficially Owned
|
||
Vanguard Group Inc.
|
|
28,039,496
|
|
(2)
|
|
6.98%
|
Massachusetts Financial Services Company
|
|
25,354,711
|
|
(3)
|
|
6.31%
|
BlackRock, Inc.
|
|
24,151,186
|
|
(4)
|
|
6.01%
|
Marc N. Casper
|
|
1,090,072
|
|
(5)
|
|
*
|
Nelson J. Chai
|
|
9,587
|
|
|
|
*
|
Patrick M. Durbin
|
|
62,834
|
|
(6)
|
|
*
|
C. Martin Harris
|
|
4,288
|
|
|
|
*
|
Gregory J. Herrema
|
|
89,776
|
|
(7)
|
|
*
|
Tyler Jacks
|
|
10,147
|
|
|
|
*
|
Judy C. Lewent
|
|
16,376
|
|
(8)
|
|
*
|
Thomas J. Lynch
|
|
12,096
|
|
|
|
*
|
Jim P. Manzi
|
|
27,415
|
|
|
|
*
|
William G. Parrett
|
|
12,636
|
|
|
|
*
|
Lars R. Sørensen
|
|
6,211
|
|
|
|
*
|
Scott M. Sperling
|
|
86,815
|
|
(9)
|
|
*
|
Mark P. Stevenson
|
|
269,902
|
|
(10)
|
|
*
|
Elaine S. Ullian
|
|
14,086
|
|
(11)
|
|
*
|
Dion J. Weisler
|
|
784
|
|
(12)
|
|
*
|
Stephen Williamson
|
|
72,931
|
|
(13)
|
|
*
|
All directors and executive officers as a group (20 individuals)
|
|
1,976,744
|
|
(14)
|
|
*
|
*
|
Less than one percent.
|
(1)
|
The address of each of the Company’s executive officers and directors is c/o Thermo Fisher Scientific Inc., 168 Third Avenue, Waltham, MA 02451. Except as reflected in the footnotes to this table, shares of Common Stock beneficially owned by executive officers and directors consist of shares owned by the indicated person or by that person for the benefit of minor children, and all share ownership includes sole voting and investment power. Generally, stock options granted to the Company’s officers and directors may be transferred by them to an immediate family member, a family trust or family partnership.
|
(2)
|
This information was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2018, by The Vanguard Group ("Vanguard"), 100 Vanguard Blvd., Malvern, PA 19355, which reported such ownership as of December 31,
2017
. The percentage of shares beneficially owned was calculated using the number of shares of Common Stock outstanding as of
February 12, 2018
. Vanguard reports sole voting power with respect to 567,855 shares, shared voting power with respect to 85,114 shares, sole dispositive power with respect to 27,402,425 shares, and shared dispositive power with respect to 637,071 shares.
|
(3)
|
This information was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2018, by Massachusetts Financial Services Company ("MFS"), 111 Huntington Ave., Boston, MA 02199, which reported such ownership as of December 31,
2017
. The percentage of shares beneficially owned was calculated using the number of shares of Common Stock outstanding as of
February 12, 2018
. MFS has
|
(4)
|
This information was obtained from Schedule 13G/A filed with the Securities and Exchange Commission on January 23, 2018, by BlackRock, Inc. ("BlackRock"), 55 East 52nd Street, New York, NY 10055, which reported such ownership as of December 31,
2017
. The percentage of shares beneficially owned was calculated using the number of shares of Common Stock outstanding as of
February 12, 2018
. BlackRock has sole voting power with respect to 20,904,024 shares, shared voting and dispositive power with respect to no shares and sole dispositive power with respect to 24,151,186 shares.
|
(5)
|
Includes
69,330
shares held indirectly, by the Marc N. Casper 2012 Irrevocable Trust, for the primary benefit of Mr. Casper’s minor children, over which Mr. Casper shares dispositive power with the trustee and as to which the trustee has sole voting power;
818,383
shares of Common Stock underlying stock options that are exercisable within 60 days of
February 12, 2018
; and
39,061
restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of
February 12, 2018
.
|
(6)
|
Includes
43,068
shares of Common Stock underlying stock options that are exercisable within 60 days of
February 12, 2018
and
5,759
restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of
February 12, 2018
.
|
(7)
|
Includes
73,975
shares of Common Stock underlying stock options that are exercisable within 60 days of
February 12, 2018
and
8,566
restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of
February 12, 2018
.
|
(8)
|
Includes
740
stock-based units accrued under the Directors Deferred Compensation Plan that are payable in Common Stock at the time of distribution (See "
DIRECTOR COMPENSATION
—
Deferred Compensation Plan for Directors
"). These units may not be voted or transferred until they become shares of Common Stock.
|
(9)
|
Includes
14,675
stock-based units accrued under the Directors Deferred Compensation Plan that are payable in Common Stock at the time of distribution (See "
DIRECTOR COMPENSATION
—
Deferred Compensation Plan for Directors
"). These units may not be voted or transferred until they become shares of Common Stock.
|
(10)
|
Includes
169,200
shares of Common Stock underlying stock options that are exercisable within 60 days of
February 12, 2018
,
34,825
shares of Common Stock underlying stock options that are immediately exercisable if Mr. Stevenson retires,
14,616
restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of
February 12, 2018
,
15,023
restricted stock units that will vest immediately if Mr. Stevenson retires and
448
shares held in the Company’s 401(k) plan by Mr. Stevenson.
|
(11)
|
Includes
7,435
stock-based units accrued under the Directors Deferred Compensation Plan that are payable in Common Stock at the time of distribution (See "
DIRECTOR COMPENSATION
—
Deferred Compensation Plan for Directors
"). These units may not be voted or transferred until they become shares of Common Stock.
|
(12)
|
Mr. Weisler became a director on March 1, 2017. Includes
784
stock-based units accrued under the Directors Deferred Compensation Plan that are payable in Common Stock at the time of distribution (See "
DIRECTOR COMPENSATION
—
Deferred Compensation Plan for Directors
"). These units may not be voted or transferred until they become shares of Common Stock.
|
(13)
|
Includes
51,150
shares of Common Stock underlying stock options that are exercisable within 60 days of
February 12, 2018
and
7,150
restricted stock units that will settle and pursuant to which shares will be delivered within 60 days of
February 12, 2018
.
|
(14)
|
Includes, in addition to the items described above for the named executive officers and directors,
941
shares held in the Company’s 401(k) Plan by executive officers other than the named executive officers,
135,516
shares of Common Stock underlying stock options held by executive officers other than the named executive officers that are exercisable within 60 days of
February 12, 2018
(or immediately if certain eligible executive officers retire after
February 23, 2018
), and
23,064
restricted stock units held by executive officers other than the named executive officers that will settle and pursuant to which shares will be delivered within 60 days of
February 12, 2018
(or immediately if certain eligible executive officers retire after
February 23, 2018
).
|
•
|
the related person’s interest in the related person transaction;
|
•
|
the approximate dollar value of the amount involved in the related person transaction;
|
•
|
the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
|
•
|
whether the transaction was undertaken in the ordinary course of our business;
|
•
|
whether the terms of the transaction are no less favorable to the Company than terms that could have been reached with an unrelated third party;
|
•
|
the purpose of, and the potential benefits to the Company of, the transaction; and
|
•
|
any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
|
|
(a)
|
(b)
|
(c)
|
||||||||||
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))(1)
|
||||||||||
Equity Compensation Plans Approved By Security Holders(2)(3)(4)(5)
|
|
10,064,195
|
|
|
|
$
|
122.03
|
|
|
|
19,739,240
|
|
|
Equity Compensation Plans Not Approved By Security Holders(6)
|
|
465,868
|
|
|
|
$
|
113.47
|
|
|
|
2,812,402
|
|
|
Total
|
|
10,530,063
|
|
|
|
$
|
121.78
|
|
|
|
22,551,642
|
|
|
(1)
|
Equity compensation plans approved by security holders include
11,158,504
securities available for future issuance as awards other than options or stock appreciation rights (e.g., full value shares of restricted stock or restricted stock units).
|
(2)
|
Column (a) includes an aggregate of
1,079,884
Common Stock time-based restricted stock units outstanding granted under the Company’s approved plans. The weighted average exercise price set forth in column (b) does not take into account the Common Stock time-based restricted stock units included in column (a).
|
(3)
|
Column (a) includes an aggregate of
23,634
Common Stock-based units accrued under the Directors Deferred Compensation Plan for deferred directors’ fees and retainers accrued through December 31,
2017
. Column (c) includes
260,155
shares that are available under the Directors Deferred Compensation Plan. See "
DIRECTOR COMPENSATION
—
Deferred Compensation Plan for Directors
" for additional information regarding this plan. The weighted average exercise price set forth in column (b) does not take into account the Common Stock-based units included in column (a).
|
(4)
|
Column (a) includes an aggregate of
236,310
Common Stock performance-based restricted stock units outstanding under the Thermo Fisher Scientific Inc. 2013 Stock Incentive Plan (which represents the maximum number of units achievable under such awards). The weighted average exercise price set forth in column
|
(5)
|
Column (a) does not include shares issuable under the Thermo Fisher Scientific Inc. 2007 Employees’ Stock Purchase Plan (the "ESPP"), which has a remaining stockholder approved reserve of
818,970
shares. Under the ESPP, each eligible employee may purchase a limited number of shares of the Common Stock of the Company two times each year at a purchase price equal to 95% of the fair market value of the Common Stock on the respective stock purchase date. The remaining stockholder approved reserve is included in column (c).
|
(6)
|
In connection with the acquisition of Patheon on August 29, 2017, the Company assumed the Patheon N.V. 2016 Omnibus Incentive Plan, as amended (the "Patheon Plan"), including awards outstanding at the time of acquisition. Each assumed award has the same terms and conditions in effect prior to the acquisition, except that the number of shares issuable upon exercise and, in the case of stock options, the exercise price, were adjusted in accordance with the acquisition terms. After giving effect to these adjustments, at December 31,
2017
, assumed stock options covered
263,354
shares of the Company’s common stock, at a weighted average exercise price of
$113.47
, and assumed time-based restricted stock units covered
202,514
shares of the Company’s common stock (which are not included in the weighted average exercise price in column (b)). Please see "
Patheon Plan
" below for a summary of the material terms of the Patheon Plan.
|
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Audit Fees
|
|
$
|
24,046,403
|
|
(1)
|
|
$
|
19,312,682
|
|
|
Audit-Related Fees
|
|
$
|
582,407
|
|
|
|
$
|
1,261,000
|
|
|
Tax Fees
|
|
$
|
11,785,499
|
|
(2)
|
|
$
|
8,316,162
|
|
(2)
|
All Other Fees
|
|
$
|
—
|
|
|
|
$
|
1,500,000
|
|
(3)
|
Total Fees
|
|
$
|
36,414,309
|
|
|
|
$
|
30,389,844
|
|
|
(1)
|
Reflects aggregate audit fees billed/estimated to be billed for professional services rendered by PwC for
2017
.
|
(2)
|
Includes
$4,639,253
and
$3,431,472
for tax compliance services and
$7,146,246
and
$4,884,690
for tax consulting services in
2017
and
2016
, respectively.
|
(3)
|
Reflects support for a procurement sourcing project.
|