Ian Read, former CEO of Pfizer, points out while speaking during a panel discussion at the World Economic Forum in Davos, Switzerland, on January 17, 2017.
Simon Dawson | Bloomberg | Getty Images
Activist Starboard Value is charged Pfizer Threatening to file a lawsuit against the company's former CEO and CFO in order to get them to part ways with the drug giant's emerging investor turnaround campaign.
Starboard managing member Jeff Smith said in a letter Thursday to Pfizer's board that the company or its advisers have also “threatened” to claw back previous compensation for former CEO Ian Reid and former CFO Frank D'Amelio and cancel their unvested shares.
Smith asked the board to form a special committee to investigate the matter, calling it “grossly inappropriate, grossly unethical, and a significant violation of fiduciary obligations.”
A person familiar with interactions between the company and former executives said the risk of legal liability was a driving factor in Reed and D'Amelio's public support of Pfizer CEO Albert Bourla late Wednesday night.
Pfizer shares fell overnight as news of the executive separation emerged, opening down about 2.5% in morning trading Thursday.
When the activist reached out to the executives, they both expressed “concerns” about Pfizer’s direction under Bourla and offered to help Starboard with its turnaround campaign, Starboard’s Smith said.
Starboard did not respond to CNBC's requests for comment. A Pfizer spokesman declined to comment.
Smith and Bourla are scheduled to meet in person next week, Smith said, confirming previous reports. The discussion agenda was not recognizable, but people familiar with Starboard's thinking previously said Pfizer's focus on a disciplined cost structure and mergers and acquisitions had suffered under Bourla's leadership.
