Pfizer threatened to sue renegade executives before the activist split, Starboard's Smith says

Activist Starboard Value charged Pfizer threatened legal motion against the corporate's former CEO and CFO in an try to get them to distance themselves from the investor's nascent turnaround campaign on the pharmaceutical giant.

Starboard executive Jeff Smith said in a letter to Pfizer's board on Thursday that the corporate or its advisers had also “threatened” to claw back the past compensation of former chief executive Ian Read and former chief financial officer Frank D'Amelio to cancel their unvested shares.

Smith called on the board to ascertain a special committee to research the matter, describing it as “highly inappropriate, patently unethical and a significant breach of fiduciary duties.”

The risk of legal liability was a driving think about Read and D'Amelio's public support of Pfizer CEO Albert Bourla late Wednesday night, said an individual conversant in interactions between the corporate and the 2 former executives.

Pfizer shares fell overnight on news of the 2 executives' split, opening down about 2.5% in Thursday morning trading.

Starboard's Smith said that when the activist reached out to the 2 executives, each expressed “concern” about Pfizer's direction under Bourla and offered to assist Starboard with its turnaround campaign.

Starboard didn’t reply to CNBC's request for comment. A Pfizer spokesman declined to comment.

Smith and Bourla are scheduled to fulfill in person next week, Smith said, confirming earlier reports. The agenda for the discussion couldn’t be learned, but people conversant in Starboard's considering previously said Pfizer's give attention to disciplined cost structure and mergers and acquisitions had suffered under Bourla's leadership.

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