Brent Saunders' Golden Parachute Deploys, Safely -- Touch-Down, On Private Equity Feather-Bed

Yet another of the legacy Schering-Plough executive officers has likely deployed (at least a part of) his golden parachute, to secure a role in a private equity firm (like Ex-CEO Fred Hassan before him -- at Warburg Pincus). This time, it is Brent Saunders -- and he likely made at least some capital contribution, to General Atlantic LLC, as a part of "buying in" -- to a role, advising portfolio healthcare companies, and scouting new opportunities -- attached to this Connecticut-based private equity firm.

Here's the PR newswire snippet:

. . . .General Atlantic LLC ("GA"), a leading global growth equity firm, announced today that Brent Saunders, most recently a senior executive at Schering-Plough, has joined the firm as a Special Advisor. In this role, Mr. Saunders will support GA's active, value-added approach to partnering with leading growth companies by providing strategic support and advice to GA's investment professionals and its portfolio companies worldwide. . . .

. . . .Most recently he held the position of President of Global Consumer Health Care and was named Head of Integration for Schering-Plough's merger with Merck & Co., and for Schering-Plough's acquisition of Organon BioSciences. Before joining Schering-Plough, Mr. Saunders was a Partner and Head of Compliance Business Advisory at PricewaterhouseCoppers LLP. Prior to that, he was Chief Risk Officer at Coventry Health Care and Senior Vice President, Compliance, Legal and Regulatory at Home Care Corporation of America. Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System.

Mr. Saunders serves on the Board of Directors of ElectroCore LLC and the Overlook Hospital Foundation. He is Chairman of the Board of Directors of the American Heart Association, and, in 2008, was named to New Jersey Business Magazine's 40 Under 40. He also serves on the Transition Team for Governor-Elect Chris Christie (R-NJ). . . .

This is how the game is played, folks: Mr. Saunders' change-of-control payments were specifically amended during the "bust-up" (styled -- for the press -- as a "reverse-merger") process, all to provide additional compensation to him. Quoting now, from pages 90 to 91, of the Form S-4 filed with the SEC, to secure a vote for the reverse-merger:

. . .With respect to Saunders, as part of the merger, Schering-Plough amended Saunders’ employment agreement to provide for a retention bonus in order to compensate him for his efforts in leading Schering-Plough’s integration process following the merger. . . .

Now, it would seem, he has engineered a very soft landing -- with all that additional money. Except, of course -- he didn't bother to stick around very long, to help with "integration efforts, following the merger". The merger was completed on November 3, 2009. Saunders is in a new seat, at a new company, just nine-and-a-half weeks later. Meanwhile, New Merck CEO Dick Clark is not going to make projections in 2010, until after the Q2 results -- because the "integration, proper" is just getting underway (as told to a Goldman Sachs gathering, of last week). Yet -- and still -- Mr. Saunders has likely already pocketed his "retention" bonus. Sheesh. What retention did it really acheive, here?

By the way, J&J will likely make much hay -- with the arbitrators, presently deciding the future of New Merck's Remicade/Simponi franchise rights -- by suggesting that a distribution-rights reversion event, or "change of control", more broadly -- must have occured, if the legacy Schering-Plough "Top Five" received close to $500 million, as they slid off into the sunset (click on pie-chart, above -- though it only includes four of the five -- not Saunders).

UPDATED -- 01.14.10 @ Noon: In response to a great suggestion from a commenter, here is a Muckety Map (not yet updated for Mr. Saunders' arrival, though) of General Atlantic LLC (see my Christmas Eve 2009 post -- on Muckety Maps for other Ex-Schering-Plough, and Ex-Merck folks):