(Adds details about company's rationale behind executive awards, beginning in 3rd paragraph; updates stock price, at end.)
By Peter Loftus
Of DOW JONES NEWSWIRES
Pfizer Inc. (PFE) rewarded two top executives for helping to pull off the drug maker's $68 billion acquisition of Wyeth earlier this month.
Pfizer's board on Oct. 22 approved special cash and equity awards to Chief Financial Officer Frank D'Amelio and Senior Vice President Ian Read, who heads Pfizer's biopharmaceutical unit, "to recognize their performance and leadership in connection with the successful completion of the acquisition of Wyeth" on Oct. 15, Pfizer disclosed in a regulatory filing Wednesday.
Pfizer said the executives, "in addition to carrying out their normal, ongoing responsibilities, devoted extraordinary efforts and made extraordinary contributions in addressing critical components of the transaction."
The contributions "included obtaining permanent debt financing during an unprecedented global financial crisis and making organizational, leadership and staffing decisions that have positioned Pfizer to integrate the two companies promptly and begin realizing the substantial projected benefits of the combination following the closing of the transaction."
D'Amelio's award is valued at $1.2 million, while Read's is valued at $1 million. Half of each executive's award was paid in cash on Oct. 26, and the other half will be paid Oct. 30 in the form of two different kinds of equity derived from the value of Pfizer shares.
The cash portion is subject to repayment by each executive if his employment is terminated for cause or he voluntarily terminates employment prior to Oct. 30, 2010.
The equity portion is based on the fair market value of Pfizer shares on Oct. 30 and is convertible into Pfizer shares at later dates.
Pfizer spokeswoman Joan Campion said Pfizer has rewarded employees across the company in connection with the Wyeth deal, but disclosed those for D'Amelio and Read because they were among the highest-paid executives whose compensation is detailed in Pfizer's proxy statement.
She said D'Amelio and Read "played significant roles in the completion of the transaction."
Other top-paid Pfizer executives, including Chief Executive Jeffrey Kindler and drug research chief Martin MacKay, weren't mentioned in Wednesday's disclosure of awards in connection with the Wyeth deal.
Pfizer has said it plans to reduce the combined entity's work force by about 15%, or nearly 20,000 jobs. Some Wyeth jobs were eliminated within days after the deal's closing.
Shares of New York-based Pfizer closed down 5 cents at $17.21 in regular trading, and were down another 3 cents after hours.
-By Peter Loftus, Dow Jones Newswires; 215-656-8289; peter.loftus@dowjones.com