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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to §240.14a-12 |
Boston Scientific Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | ||||
No fee required. | ||||
Fee paid previously with preliminary materials. | ||||
0-11. |
March 27, 2019
Dear Boston Scientific Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of Boston Scientific Corporation (the Company) to be held on Thursday, May 9, 2019, at 8:00 a.m. Eastern Time, at the Company's Corporate Headquarters located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752 (Annual Meeting).
This year you are being asked to:
These matters are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement. Our Board of Directors urges you to read the accompanying Proxy Statement and recommends that you vote "FOR" all of the director nominees, the named executive officer compensation, the amendment and restatement of our By-Laws, and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. At the meeting, you will be provided with the opportunity to ask questions.
We are pleased to continue to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders via the Internet. We believe this e-proxy process, also known as "notice and access," expedites stockholders' receipt of proxy materials, lowers our printing and mailing costs, and reduces the environmental impact of producing the materials for our Annual Meeting. On or about March 27, 2019, we will mail to our stockholders of record at the close of business on Friday, March 15, 2019, the record date for our Annual Meeting, an Important Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access our Proxy Statement and Annual Report for the year ended December 31, 2018 (Annual Report) on the Internet and also how to vote their shares via the Internet. If you received a Notice by mail, you will not receive printed proxy materials unless you specifically request them. Both the Notice and the Proxy Statement contain instructions on how you can request a paper copy of the Proxy Statement and Annual Report.
The Board of Directors appreciates and encourages stockholder participation in the Company's affairs. Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy materials, you vote via the Internet, by telephone or by mailing your completed proxy card or voter instruction form.
Thank you for your continuing support.
Michael F. MahoneyChairman of the Board of DirectorsPresident and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Marlborough, MassachusettsMarch 27, 2019
The Annual Meeting of Stockholders of Boston Scientific Corporation (Annual Meeting) will be held on Thursday, May 9, 2019, at 8:00 a.m. Eastern Time, at the Company's Corporate Headquarters located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752, for the following purposes:
Only stockholders of record at the close of business on Friday, March 15, 2019, are entitled to notice of and to vote at the meeting or any adjournments or postponements thereof.
It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, we encourage you to submit your proxy as soon as possible. For specific instructions, please refer to your Important Notice of Internet Availability of Proxy Materials or to the question on page 3 of the accompanying Proxy Statement entitled"How do I vote by proxy?"
At the direction of the Board of Directors,
Desiree Ralls-MorrisonCorporate Secretary
Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ac | Sequence: 1 CHKSUM Content: 0 Layout: 7283 Graphics: 51776 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_cover_4c_fpo_pg.eps V1.5 |
A Letter from Our CEO Michael F. Mahoney March 23, 2022 Dear Boston Scientific Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders (Annual Meeting) of Boston Scientific Corporation (the Company) to be held on Thursday, May 5, 2022, at 8:00 a.m. Eastern Time. In light of the continuing public health crisis caused by the COVID‐19 pandemic, the Annual Meeting will be held in a virtual format only, via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BSX2022. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in‐person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually. On or about March 23, 2022, we will mail to our stockholders of record at the close of business on Friday, March 11, 2022, the record date for our Annual Meeting, an Important Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access our Proxy Statement and Annual Report for the year ended December 31, 2021 (Annual Report) on the internet and how to vote their shares via the internet. If you received a Notice by mail, you will not receive printed proxy materials unless you specifically request them. Both the Notice and the Proxy Statement contain instructions on how you can request a paper copy of the Proxy Statement and Annual Report. The Board of Directors appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the internet or, if you have received printed proxy materials, you vote via the internet, by telephone or by mailing your completed proxy card or voter instruction form. Boston Scientific performed strongly in 2021. Amid significant disruption, our global team proved its resilience by navigating uncertainty with agility, developing new capabilities and turning challenges into opportunities. Throughout the year, with each stage of the pandemic having a smaller impact on our business, we supported healthcare systems, physicians’ communities and one another. And, most important to our mission, Boston Scientific helped improve the lives of more than 30 million patients. Throughout the year we challenged what’s possible. This winning spirit led us to participate in 145 new clinical trials, introduce 90 innovative products and enhance our digital capabilities. We kept our focus on organic innovation and business development deals to support our category leadership strategy, including the acquisition of five companies in the past year that expand our portfolio and complement our existing medical technologies. Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ba | Sequence: 1 CHKSUM Content: 37023 Layout: 44085 Graphics: 10657 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: C100 M84 Y30 K16, Cyan, Magenta, Black, Yellow GRAPHICS: michael_mahoney_4c_fpo_pht.eps, boston_scientific_4c_logo.eps V1.5 |
We invested in our growth while continuing to work on minimizing our impact on the environment and advancing our diversity, equity and inclusion (DE&I) goals. And around the world we supported local communities through health equity initiatives and more than 50,000 volunteer hours in more than 50 countries. Our full‐year net sales in 2021 were $11.888 billion. This represents growth of 19.9 percent on a reported basis, 18.7 percent on an operational basis, which excludes (among other things) a positive impact of 1.3 percent from foreign currency fluctuations, and 18.9 percent on an organic basis, which excludes the above positive impact and a negative 0.3 percent impact from certain acquisitions and divestitures, compared to 2020 (operational growth rates and organic growth rates are non‐generally accepted accounting principles (non‐GAAP) measures; please refer to Annex A for a further discussion of our use of non‐GAAP measures). We are stronger for the hurdles we have overcome. While we will continue to face challenges, our business and our talented team of employees are well‐positioned for the future. We remain committed to our long‐range financial goals of 6‐8 percent organic revenue growth, operating margin expansion, double‐digit adjusted EPS growth and strong cash flow generation. With category leading, innovative products, a strong focus on developing clinical evidence and a proven strategy of entering high growth, adjacent markets, Boston Scientific is in an excellent position to continue increasing shareholder value. Positioned for Growth Our products help physicians diagnose and treat complex cardiovascular, respiratory, digestive, oncological, neurological, urological and pelvic health diseases and conditions. Our category leadership strategy — to deepen our portfolio in these areas through organic research and development and smart investments and acquisitions, including five acquisitions announced last year — continues to create value for patients, physicians and payers. We continue to expand our presence in high‐growth markets and regions to make our technologies available to more people in need. We believe skillful execution by our global team, our exciting pipeline and strong financial fundamentals position us well for the long term. Expanding Digital Capabilities The COVID‐19 pandemic has accelerated a digital transformation in healthcare. Digital technology enhances patient engagement, facilitates global education for physician and hospital administrators, and improves sales representative productivity. It also allows us to use artificial intelligence in our sensor portfolio, algorithms for cardiac rhythm management as well as in our processes for quality control, manufacturing and regulatory compliance. Digital technology no longer just supports the business: it propels the business, generating growth, cost savings and competitive advantages. Meaningful Innovation That Solves Urgent Challenges Boston Scientific relentlessly strives to improve upon current medical technology and create practical new products that meet unmet clinical needs. Our innovation is the product of organic research, collaborations, strategic investments in our venture portfolio and acquisitions. Fast Company named Boston Scientific a Top Workplace for Innovators, and for the fifth year in a row, Boston Scientific was named one of the Top 100 Global Innovators by Clarivate Analytics. In addition to launching 90 new products and initiating 145 global clinical trials, we invested more than $1 billion in research and development, received approximately 1,250 worldwide regulatory approvals and were granted more than 1,830 new patents worldwide. Advancing Science We maintain a strong base of clinical research to support the safety and efficacy of our devices with data from bench testing, randomized controlled trials and ongoing real‐world evidence. In 2021, nearly 14,000 patients participated in 145 new clinical trials with our devices. Addressing Inequities in Workplaces, Communities and Health Care Systems A culture that values diverse perspectives makes us think differently and perform better, which in turn helps us solve health care’s toughest problems. Over the last few years, the pandemic, polarizing political environments, racial injustice and economic uncertainties have spotlighted the depth of the inequities in our workplaces, communities and healthcare systems. We have Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ba | Sequence: 2 CHKSUM Content: 65133 Layout: 36050 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
deepened our diversity programs and initiatives to advance representation of women and multicultural employees within the Company, including in leadership roles; expanded efforts to address and combat health inequities; and continued to support our $3.5 million multiyear strategy to combat inequity, systemic racism and injustice in the U.S. Taking Action for a Healthier World The need for strong environmental, social and governance initiatives among global citizens and businesses has never been greater. That’s why sustainable and inclusive business practices are central to our mission to transform lives through medical solutions around the world. We measure progress in corporate responsibility by how we transform care, invest in our people, advance possibilities, protect the environment and create value responsibly. We were one of the first medical device manufacturers to pledge to achieve carbon neutrality by 2030 in all manufacturing and key distribution sites, and we are on track to meet our 2030 goal. In 2021 Boston Scientific expanded our climate action goals by joining the United Nations Race to Zero and Business Ambition for 1.5°C campaign. By making this commitment we will build on our strong foundation and establish ambitious science‐based targets that we believe will set us on a path to achieve net‐zero carbon emissions across our entire value chain by 2050. We have much work to do, but I am proud of the progress we have made. By living our values, our employees earned our company numerous recognitions. For the second consecutive year we were named to the Dow Jones Sustainability Indices and for the seventh consecutive year, to FORTUNE’s World’s Most Admired Companies. We’re on Newsweek’s first list of 100 Most‐ Loved Workplaces and Forbes’s annual list of America’s Best Employers for Diversity. We were ranked first in our industry among America’s Most Just Companies, and this year we were one of only three companies to earn the prestigious Catalyst Award — recognition given to companies leading global change with DE&I programs that advance inclusion and representation of women. Looking Forward Our winning spirit at Boston Scientific fuels our ability to face demanding and uncertain times. I am inspired by and confident in our future because of the way we have met challenges and become stronger. We have a robust portfolio and pipeline supported by ambitious research and development and the highest quality standards. Patients and customers trust us, our devices and our therapies. Our exceptionally talented global team recognizes and is inspired by the privilege and responsibility of our work. On behalf of all of us at Boston Scientific, I want to thank our Board of Directors for their service, and you, our stockholders, for your support. Together, let us continue to transform lives around the world through innovative medical solutions. Thank you for your continuing support. Michael F. Mahoney Chairman of the Board of Directors President and Chief Executive Officer Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ba | Sequence: 3 CHKSUM Content: 44952 Layout: 49514 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Voting Methods Your vote is important. We encourage you to vote by proxy, even if you plan to attend the virtual meeting. DATE AND TIME Voting Items PROPOSAL BOARD VOTING RECOMMENDATION Thursday, May 5, 2022, at 8:00 a.m. Eastern Time Online only at http://www.virtualshareho ldermeeting.com/BSX2022 Only stockholders of record at the close of business on Friday, March 11, 2022, are entitled to notice of and to vote at the meeting or any adjournments LOCATION WHO CAN VOTE 1 2 3 4 Elect to the Board of Directors ten nominees for director; Approve, on a non-binding, advisory basis, named executive oficer compensation; Ratify the appointment of Ernst & Young LLP as our independent registered public accounting irm for the 2022 iscal year; and Approve an amendment and restatement of our 2006 Global Employee Stock Ownership Plan (to be renamed as our Employee Stock Purchase Plan), as previously amended and restated. FOR each director nominee FOR FOR FOR INTERNET QR CODE TELEPHONE MAIL ONLINE AT ANNUAL MEETING www.proxyvote.com 1-800-690-6903 Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717 https://www.virtual shareholdermeeting. com/BSX2022 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ba | Sequence: 4 CHKSUM Content: 39888 Layout: 26370 Graphics: 43994 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Voting_Method_F.eps, 3423-2_Notice_Annual_F.eps V1.5 |
Marlborough, Massachusetts March 23, 2022 The Annual Meeting of Stockholders of Boston Scientific Corporation (Annual Meeting) will be held on Thursday, May 5, 2022, at 8:00 a.m. Eastern Time. In light of the continuing public health crisis caused by the COVID‐19 pandemic, the Annual Meeting will be held in a virtual format only, via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BSX2022. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in‐person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually. The Annual Meeting will take place for the following purposes: 1. to elect to the Board of Directors ten nominees for director; 2. to approve, on a non‐binding, advisory basis, named executive officer compensation; 3. to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year; 4. to approve an amendment and restatement of our 2006 Global Employee Stock Ownership Plan (to be renamed as our Employee Stock Purchase Plan), as previously amended and restated; and 5. to consider and vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on Friday, March 11, 2022, are entitled to notice of and to vote at the meeting or any adjournments or postponements thereof. It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, we encourage you to submit your proxy as soon as possible. For specific instructions, please refer to your Important Notice of Internet Availability of Proxy Materials or to the question on page 3 of the accompanying Proxy Statement entitled “How do I vote by proxy?” At the direction of the Board of Directors, Vance Brown Corporate Secretary Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ba | Sequence: 5 CHKSUM Content: 2810 Layout: 38401 Graphics: 50188 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, Cyan, ~note-color 2, Black, Magenta GRAPHICS: boston_scientific_4c_logo.eps V1.5 |
TABLE OF CONTENTS |
Information About the Annual Meeting and Voting | 1 | |||
Internet Availability of Proxy Materials | ||||
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| 10 | |||
Cautionary Statement Regarding Forward-Looking and Other Statements
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12 | ||||
Corporate Governance
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33 | ||||
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39 | ||||
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44 | ||||
Certain Beneficial Ownership Matters | 52 | |||
A Letter from the Executive Compensation and Human Resources Committee Chair to our Stockholders | 55 | |||
Compensation Discussion & Analysis | 57 | |||
Risk Assessment of our Compensation Programs | ||||
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89 | ||||
Executive Compensation | ||||
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation | 114 | |||
116 | ||||
Audit Committee Report
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Proposal | 118 | |||
120 | ||||
Stockholder Proposals and Company Information | ||||
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127 | ||||
Annex A — Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures Used as Performance Metrics Under Certain of Our Short- and Long-Term Incentive Compensation Plans and Programs | A-1 | |||
Annex B — | B-1 |
i
300 Boston Scientific WayMarlborough, Massachusetts 01752
March 27, 2019
Information About the Annual Meeting and Voting
300 Boston Scientific Way Marlborough, Massachusetts 01752 March 23, 2022 PROXY STATEMENT The Annual Meeting The Annual Meeting of Stockholders of Boston Scientific Corporation (Annual Meeting) will be held on Thursday, May 5, 2022, at 8:00 a.m. Eastern Time. In light of the continuing public health crisis caused by the COVID‐19 pandemic, the Annual Meeting will be held in a virtual format only, via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BSX2022. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in‐person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually. At this meeting, stockholders will be asked to elect ten nominees for director, approve, on a non‐binding, advisory basis, named executive officer compensation, ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year, and approve an amendment and restatement of our 2006 Global Employee Stock Ownership Plan (to be renamed as our Employee Stock Purchase Plan), as previously amended and restated. Management will also respond to questions from stockholders. Our principal executive offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752, and our telephone number is (508) 683‐4000. When used in this Proxy Statement, the terms “we,” “us,” “our,” “Boston Scientific” and “the Company” mean Boston Scientific Corporation and its businesses and subsidiaries. In connection with its solicitation of proxies for use at our Annual Meeting, our Board of Directors (Board) (i) has made these materials available to you via the internet or, upon your request, via email, or (ii) upon your request, has delivered or will deliver printed versions of these materials to you by mail. As a stockholder of record of our common stock at the close of business on March 11, 2022, the record date for our Annual Meeting, you are invited to attend the virtual Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement. Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we are making this Proxy Statement and our Annual Report for the year ended December 31, 2021 (Annual Report and, together with this Proxy Statement, the proxy materials) available to stockholders electronically via the internet. Stockholders will be able Why am I receiving these materials? Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of printed proxy materials? 1 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 1 CHKSUM Content: 40378 Layout: 53628 Graphics: 25185 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: boston_scientific_4c_logo.eps, boston_scientific_4c_logo.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps V1.5 |
to access the proxy materials on the website referred to in the Notice or request to receive printed copies of the proxy materials and a proxy card. Instructions on how to access the proxy materials via the internet or to request a printed copy may be found in the Notice and in this Proxy Statement. We believe that this electronic process expedites your receipt of the proxy materials and reduces the cost and environmental impact of printing proxy materials for our Annual Meeting. On or about March 23, 2022, stockholders of record and beneficial owners of our common stock at the close of business on March 11, 2022 will be sent a Notice instructing them as to how to receive their proxy materials via the internet. The proxy materials will be available on the internet as of March 23, 2022. As was the case with our 2021 Annual Meeting of Stockholders, we believe that a virtual meeting will provide expanded stockholder access and participation, improved communications, as well as additional safeguards for health and safety in light of developments related to COVID‐19. You will be able to join the Annual Meeting and vote and submit questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/BSX2022 and using the 16‐digit control number included on the Notice of Internet Availability of Proxy Materials (Notice), on your proxy card, or on your voting instruction form provided by your broker, bank or other nominee. Online check‐in will be available at the virtual meeting site approximately 15 minutes prior to the beginning of the Annual Meeting. Beginning March 23, 2022, you can access the proxy materials and vote your shares online at www.proxyvote.com. The proxy materials are also available on our own website (www.bostonscientific.com). If you prefer to receive paper copies of the proxy materials and a proxy card, you may still do so. You may request printed materials by (i) calling (800) 579‐1639; (ii) sending an email to sendmaterial@proxyvote.com; or (iii) logging onto www.proxyvote.com using the credentials provided on your Notice or proxy card. Stockholders who held shares of our common stock at the close of business on Friday, March 11, 2022, are entitled to vote at the Annual Meeting. Each share of our common stock is entitled to one vote. A quorum is required to hold the Annual Meeting and conduct business. The presence at the Annual Meeting, in person or by proxy, of stockholders holding a majority of our common stock outstanding as of the close of business on Friday, March 11, 2022, the record date, will constitute a quorum for purposes of holding and conducting business at the Annual Meeting. As of March 11, 2022, we had 1,429,447,209 shares of our common stock outstanding — each entitled to one vote at the Annual Meeting — meaning that 714,723,605 shares of common stock must be represented in person or by proxy to have a quorum. Our common stock is our only outstanding class of voting securities. For purposes of determining whether a quorum exists, broker non‐votes (as described further below) and proxies received but marked “ABSTAIN” will be counted. Why is the meeting being held virtually this year? How can I electronically access the proxy materials? How can I obtain a full set of printed proxy materials? Who is entitled to vote at the Annual Meeting? How many shares are eligible to be voted and how many shares are required to hold the Annual Meeting? 2 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 2 CHKSUM Content: 32993 Layout: 16014 Graphics: 43617 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps V1.5 |
The Annual Meeting of Stockholders of Boston Scientific Corporation (Annual Meeting) will be held on Thursday, May 9, 2019, at 8:00 a.m. Eastern Time, at the Company's Corporate Headquarters located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752. At this meeting, stockholders will be asked to elect ten nominees for director, approve, on a non-binding, advisory basis, named executive officer compensation, approve an amendment and restatement of our By-Laws to provide for a majority vote standard in uncontested director elections, and ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2019 fiscal year. Management will also report on our performance during 2018 and will respond to questions from stockholders. Our principal executive offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752, and our telephone number is (508) 683-4000. When used in this Proxy Statement, the terms "we," "us," "our," "Boston Scientific" and "the Company" mean Boston Scientific Corporation and its businesses and subsidiaries.
Why am I receiving these materials?
In connection with its solicitation of proxies for use at our Annual Meeting, our Board of Directors (Board) (i) has made these materials available to you via the Internet or, upon your request, via email, or (ii) upon your request, has delivered or will deliver printed versions of these materials to you by mail. As a stockholder of record of our common stock at the close of business on March 15, 2019, the record date for our Annual Meeting, you are invited to attend the Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we are making this Proxy Statement and our Annual Report for the year ended December 31, 2018 (Annual Report and, together with this Proxy Statement, the proxy materials) available to stockholders electronically via the Internet. Stockholders will be able to access the proxy materials on the website referred to in the Important Notice of Internet Availability of Proxy Materials (Notice) or request to receive printed copies of the proxy materials and a proxy card. Instructions on how to access the proxy materials via the Internet or to request a printed copy may be found in the Notice and in this Proxy Statement. We
believe that this electronic process expedites your receipt of the proxy materials and reduces the cost and environmental impact of printing proxy materials for our Annual Meeting.
On or about March 27, 2019, stockholders of record and beneficial owners of our common stock at the close of business on March 15, 2019 will be sent a Notice instructing them as to how to receive their proxy materials via the Internet. The proxy materials will be available on the Internet as of March 27, 2019.
How can I electronically access the proxy materials?
Beginning March 27, 2019, you can access the proxy materials and vote your shares online atwww.proxyvote.com. The proxy materials are also available on our own website (www.bostonscientific.com).
How can I obtain a full set of printed proxy materials?
If you prefer to receive paper copies of the proxy materials and a proxy card, you may still do so. You may request printed materials by (i) calling (800) 579-1639; (ii) sending an email tosendmaterial@proxyvote.com; or (iii) logging ontowww.proxyvote.com using the credentials provided on your Notice or proxy card.
Who is entitled to vote at the Annual Meeting?
Stockholders who held shares of our common stock at the close of business on Friday, March 15, 2019, are entitled to vote at the Annual Meeting. Each share of our common stock is entitled to one vote.
How many shares are eligible to be voted and how many shares are required to hold the Annual Meeting?
A quorum is required to hold the Annual Meeting and conduct business. The presence at the Annual Meeting, in person or by proxy, of stockholders holding a majority of our common stock outstanding as of the close of business on Friday, March 15, 2019, the record date, will constitute a quorum for purposes of holding and conducting business at the Annual Meeting. As of March 15, 2019, we had 1,390,499,842 shares of our common stock outstanding — each entitled to one vote at the Annual Meeting — meaning that 695,249,922 shares of common stock must be represented in person or by proxy to have a quorum. Our common stock is our only outstanding class of voting securities. For purposes of determining whether a quorum exists, broker non-votes (as described further below) and proxies received but marked "ABSTAIN" will be counted.
What am I voting on?
You are voting on proposals to:
How does the Board recommend that I vote?
The Board recommends that you vote:
How do I vote by proxy?
Your vote is very important. Whether or not you plan to attend the Annual Meeting in person, you may give a proxy to be voted at the Annual Meeting either:
If you vote by mail, no postage is required if your proxy card is mailed in the United States. If you properly vote pursuant to the instructions provided in the Notice or properly complete and deliver your proxy card (whether electronically, by mail or by telephone) and our Inspector of Election receives your instructions in time to vote at the Annual Meeting, your "proxy" (one of the individuals named on your proxy card) will vote your shares as you have directed.If you sign and return your proxy card, but do not make specific selections, your proxy will vote your shares as recommended by the Board. If any other matter is properly presented at the Annual Meeting, including a proposal to postpone or adjourn the meeting, your proxy will vote your shares in accordance with his or her discretion. At present, the Board knows of no other business that is intended to be brought before or acted upon at the Annual Meeting.
What if I need assistance with voting or have questions regarding the Annual Meeting?
If you need assistance voting your shares or have questions regarding the Annual Meeting, please contact our proxy solicitation advisor:
Alliance Advisors, LLC200 Broadacres Drive, 3rd FloorBloomfield, NJ 07003(844) 866-9429 (Toll Free in the United States)
How are votes counted?
In the election of directors, your vote may be cast "FOR" one or more of the nominees or your vote may be "WITHHELD" with respect to one or more of the nominees. If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board.
In the advisory vote to approve named executive officer compensation, your vote may be cast "FOR" or "AGAINST" or you may "ABSTAIN." If you "ABSTAIN," it will not count as a share actually voted and will have no effect on the determination of this proposal. If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board.
In the proposal on an amendment and restatement of our By-Laws to provide for a majority vote standard in uncontested director elections, your vote may be cast "FOR" or "AGAINST" or you may "ABSTAIN." If you "ABSTAIN," it will not count as a share actually voted with respect to determining if a required vote is obtained under our By-Laws but will have the same effect as a vote AGAINST this proposal. If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board.
In the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, your vote may be cast "FOR" or "AGAINST" or you may "ABSTAIN." If you "ABSTAIN," it will not count as a share actually voted and will have no effect on the determination of this proposal. If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board.
How many votes are required to approve each proposal?
At present, the Board knows of no other matters to be presented for stockholder action at the Annual Meeting.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most of our stockholders hold their shares through a broker, trustee, bank, other financial intermediary or other nominee rather than directly in their own name. As summarized below, there are some differences between stockholders of record and beneficial owners.
Stockholders of Record
If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services, as of the close of business on Friday, March 15, 2019, you are considered thestockholder of record with respect to those shares, and the Notice or proxy materials are being made available, electronically or otherwise, directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or a third party, or to vote in person at the Annual Meeting. The Company has made available a proxy card or electronic voting means for you to use for voting purposes.
Beneficial Owners
If your shares are held through a brokerage firm, trustee, bank, other financial intermediary or other nominee, as of the close of business on Friday, March 15, 2019, you are considered the beneficial owner of those shares held in street name, and the Notice or proxy materials are being made available, electronically or otherwise, by the Company to your broker, trustee, bank, other financial intermediary or other nominee (the intermediary) and they will forward these materials to you, together with a voting instruction form if furnished via paper copy to your intermediary. As the beneficial owner, you have the right to direct your intermediary on how to vote and are also invited to attend the Annual Meeting; however, since you are not thestockholder of record, you may not vote these shares in person at the Annual Meeting, unless you request, complete and deliver a legal proxy from your intermediary. If you requested printed proxy materials, your intermediary will enclose a voting instruction form for you to use in directing the intermediary regarding how to vote your shares.
What discretion does my broker have to vote my shares held in "street name?"
The New York Stock Exchange (NYSE) rules allow your broker to vote your shares in its discretion on "routine" proposals when it has not received instructions from you at least ten days prior to the Annual Meeting. The proposal regarding the ratification of the appointment of our independent registered public accounting firm is a matter considered routine under applicable rules and, therefore, your broker may vote on your behalf for this matter if you do not otherwise provide instructions. The election of directors, the vote to approve an amendment and restatement of our By-Laws to provide for a majority vote standard in uncontested director elections and the advisory vote on the named executive officer compensation are not considered routine matters. If you do not instruct your broker how to vote your shares on the non-routine matters, your broker will not be permitted to vote your shares on such matters. This is referred to as a "broker non-vote."
Broker non-votes (shares held by brokers that do not have discretionary authority to vote on the matter and that have not received voting instructions from their clients) are counted for purposes of determining whether a quorum is present, but are not counted or deemed to be present, represented or voted for the purpose of determining whether stockholders have approved a proposal. A broker non-vote will have no effect on the outcome of the election of directors or the advisory vote on the named executive officer compensation, but will have the same effect as a vote "AGAINST" the proposal to approve the amendment and restatement of our By-Laws to provide for a majority vote standard in uncontested director elections.
How do I vote my 401(k) shares?
If you participate in our 401(k) Retirement Savings Plan, as amended and restated (401(k) Plan), you will receive a single proxy card (together with the proxy materials) or Notice that covers all shares credited to your plan account(s) and shares that you own of record that are registered in the same name. If your plan account(s) are registered in different names, you will receive separate proxy cards or Notices for your record and plan holdings. You may vote your shares by following the instructions provided in your proxy card or Notice and utilizing the credentials provided therein. Your vote will serve to instruct the trustees and fiduciaries of our 401(k) Plan how to vote any shares of our common stock held in our 401(k) Plan on your behalf. Shares of our common stock held in our 401(k) Plan must be voted on or before 11:59 p.m. Eastern Time on May 4, 2019. The trustee and fiduciaries of our 401(k) Plan will vote shares for which timely instructions are not received in the same proportion as other plan shares that were voted.
What happens if I don't specify how I want my shares voted on one or all of the proposals?
If you are thestockholder of record and you sign, date and return your proxy and do not mark how you want to vote, your proxy will be counted as a vote "FOR" all of the nominees for directors, "FOR" the named executive officer compensation, "FOR" the amendment and restatement of our By-Laws and "FOR" the ratification of our independent registered public accounting firm, Ernst & Young. If you hold your shares instreet name, please see the discussion on "What discretion does my broker have to vote my shares held in 'street name?'," above.
Can I change my vote or revoke my proxy after I have already voted or given my proxy?
Yes. If you are astockholder of record, you may change your vote or revoke your proxy at any time before the proxy is voted at the Annual Meeting. To change your vote, you may:
Your last dated proxy, properly completed and timely received prior to, or vote cast at, the Annual Meeting will be counted.
If you own your shares instreet name, please contact your broker or other intermediary for instructions on changing your vote or revoking your proxy.
Can I vote in person at the meeting?
Yes. If you are thestockholder of record of the shares, you can vote in person by coming to the Annual Meeting, and we will give you a ballot or a new proxy card when you arrive with proper identification. However, since a beneficial owner holding shares instreet name is not thestockholder of record, if you are such a beneficial owner of shares, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from the broker or other intermediary that holds your shares giving you the right to vote the shares at the Annual Meeting. Please bring the legal proxy with you to the Annual Meeting. If you plan to attend the Annual Meeting in person, you must provide proper identification. Please visit our website,www.bostonscientific.com, for directions to the Annual Meeting.
Who will count the votes?
Broadridge has been engaged as our independent agent to tabulate stockholder votes and act as Inspector of Election for the meeting.
Is voting confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:
Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company's management and the Board.
What happens if the Annual Meeting is adjourned or postponed?
Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted, provided such new proxy or revocation is properly completed and timely received.
Will any other business be considered or presented at the Annual Meeting?
Our By-Laws provide that a stockholder may present business to be considered at the Annual Meeting only if proper prior written notice was timely received by us. Other than the items of business described in this Proxy Statement, our Board is not aware of any other business to be acted upon at the Annual Meeting; however, if any other business does properly come before the Annual Meeting, the persons named as proxies on the proxy card will vote your shares in accordance with their discretion.
How can I find the results of the Annual Meeting?
We will report the final voting results on a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting. The Form 8-K will be available on the SEC's website,www.sec.gov, as well as on our own website,www.bostonscientific.com, under the "Investor Relations" section.
Who is soliciting my vote pursuant to this Proxy Statement?
Our Board is soliciting your vote.
Is there a list of stockholders entitled to vote at the Annual Meeting?
A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting, between the hours of 8:30 a.m. and 5:00 p.m. Eastern Time, at our Corporate Headquarters located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752. If you would like to view the stockholder list, please contact our Corporate Secretary to schedule an appointment by calling (508) 683-4000 or writing to her at 300 Boston Scientific Way, Marlborough, Massachusetts 01752.
Internet Availability of Proxy Materials
Under rules adopted by the SEC, we are furnishing proxy materials to our stockholders primarily via the Internet instead of mailing printed copies of those materials to each stockholder. On or about March 27, 2019, we will mail to our stockholders (other than those who previously requested electronic or paper delivery) an Important Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report. The Notice also instructs stockholders on how to vote via the Internet.
This process is designed to expedite stockholders' receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources; however, if you would prefer to receive printed proxy materials and a proxy card, please follow the instructions included in the Notice and in this Proxy Statement. If you have previously elected to receive our proxy materials electronically, these materials will continue to be made available to you via email until you elect otherwise. If you have previously elected to receive printed proxy materials, you will continue to receive these materials and a proxy card in paper format until you elect otherwise.
Cautionary Statement Regarding Forward-Looking and Other Statements
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "may," "estimate," "intend" and other similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form 10-Q that we have filed or will file hereafter under the heading "Risk Factors" and "Safe Harbor for Forward-Looking Statements." The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.
This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management's future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.
PROPOSAL 1: ELECTION OF DIRECTORS
| You are voting on proposals to: 1. elect to the Board ten nominees for director; 2. approve, on a non‐binding, advisory basis, named executive officer compensation; 3. ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year; 4. approve an amendment and restatement of our 2006 Global Employee Stock Ownership Plan (to be renamed as our Employee Stock Purchase Plan), as previously amended and restated; and 5. consider and vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The Board recommends that you vote: 1. FOR the election of each of the ten director nominees; 2. FOR the named executive officer compensation; 3. FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year; and 4. FOR the approval of an amendment and restatement of our 2006 Global Employee Stock Ownership Plan (to be renamed as our Employee Stock Purchase Plan), as previously amended and restated. Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, you may give a proxy to be voted at the Annual Meeting either: • via the internet pursuant to the instructions provided in the Notice; or • if you received printed proxy materials, via the internet or by telephone or mail pursuant to the instructions provided on the proxy card. If you vote by mail, no postage is required if your proxy card is mailed in the United States. If you properly vote pursuant to the instructions provided in the Notice or properly complete and deliver your proxy card (whether electronically, by mail or by telephone) and our Inspector of Election receives your instructions in time to vote at the Annual Meeting, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign and return your proxy card, but do not make specific selections, your proxy will vote your shares as recommended by the Board. If any other matter is properly presented at the Annual Meeting, including a proposal to postpone or adjourn the meeting, your proxy will vote your shares in accordance with his or her discretion. At present, the Board knows of no other business that is intended to be brought before or acted upon at the Annual Meeting. What am I voting on? How does the Board recommend that I vote? How do I vote by proxy? 3 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 3 CHKSUM Content: 3693 Layout: 63492 Graphics: 12273 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps V1.5 |
Our entire Board is elected annually by our stockholders and currently consists of ten members. All of our current directors have been nominated by our Board, upon the recommendation of our Nominating and Governance Committee, to stand for election at the Annual Meeting for a one-year term, to hold office until the 2020 Annual Meeting of Stockholders and until their successors have been elected and qualified. The nominees for election at the Annual Meeting are: Nelda J. Connors, Charles J. Dockendorff, Yoshiaki Fujimori, Donna A. James, Edward J. Ludwig, Stephen P. MacMillan, Michael F. Mahoney, David J. Roux, John E. Sununu and Ellen M. Zane.
Each of the director nominees is willing and able to stand for election at the Annual Meeting, and we know of no reason why any of the nominees would be unable to serve as a director. Should such a situation arise, however, the Board may designate a substitute nominee or, alternatively, reduce the number of directors to be elected. If a substitute nominee is selected, the persons named as proxies will vote for that substitute nominee. Any vacancies not filled at the Annual Meeting may be filled by the Board.
If you need assistance with the voting of your shares or have questions regarding the Annual Meeting, please contact our proxy solicitation advisor: Alliance Advisors, LLC 200 Broadacres Drive, 3rd Floor Bloomfield, NJ 07003 (844) 866‐9429 (Toll Free in the United States) Stockholders are encouraged to login to the virtual meeting prior to the start time in order to leave ample time to confirm the internet connection is sufficient to access the virtual meeting site and to allow sufficient time to login and familiarize themselves with the virtual meeting features. If you have technical difficulties accessing or using the virtual meeting site during the Annual Meeting, you should call the technical support number on the virtual meeting site. The virtual meeting site is supported on browsers (e.g., Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plug‐ins. In the election of directors, for each of the nominees, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN” with respect to any nominee, it will not count as a share actually voted and will have no effect on the determination as to that nominee. If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board. In the advisory vote to approve named executive officer compensation, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN,” it will not count as a share actually voted and will have no effect on the determination of this proposal. If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board. In the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN,” it will not count as a share actually voted and will have no effect on the determination of this proposal. If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board. In the vote to approve the amendment and restatement of our 2006 Global Employee Stock Ownership Plan (to be renamed as our Employee Stock Purchase Plan), as previously amended and restated, your vote may be cast “FOR” or “AGAINST” or you may “ABSTAIN.” If you “ABSTAIN,” it will not count as a share actually voted and will have no effect on the determination of this proposal. If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendation of the Board. 1. Under our By‐Laws, except as otherwise required by law, each nominee for director shall be elected to the Board by the affirmative vote of the majority of votes cast, in person or by proxy, by the holders of shares entitled to vote at a meeting at which a quorum is present; provided, however, that if the number of nominees exceeds the number of directors to be elected at any such meeting, as determined by the Corporate Secretary of the Company as of the record date for such meeting, the directors shall be elected by a plurality of the votes cast, in person or by proxy. The number of nominees does not exceed the number of directors to be elected at the Annual What if I need assistance with voting or have questions regarding the Annual Meeting? How are votes counted? How many votes are required to approve each proposal? 4 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 4 CHKSUM Content: 42038 Layout: 4063 Graphics: 12273 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps V1.5 |
Meeting. The affirmative vote of the majority of votes cast means that the number of shares voted “FOR” exceeds the number of votes cast “AGAINST” with respect to a given nominee. For each nominee, you may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” it will be counted for the purpose of determining whether a quorum is present for conducting the Annual Meeting, but it will not count as a share actually voted and will have no effect on the determination of the nominee’s election. In the event that a director nominee fails to receive an affirmative majority of the votes cast in an election where the number of nominees is less than or equal to the number of directors to be elected, the Board of Directors, within its powers, may decrease the number of directors, fill the vacancy, or take other appropriate action. 2. The affirmative vote of a majority of shares with voting power present in person or represented by proxy and which have actually voted on the proposal is required to approve, on an advisory basis, the named executive officer compensation. The vote is advisory and non‐binding in nature, but the Executive Compensation and Human Resources Committee of our Board (Compensation Committee) will take into consideration the outcome of the vote when considering future executive compensation arrangements. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” it will be counted for the purpose of determining whether a quorum is present for conducting the Annual Meeting, but it will not count as a share actually voted and will have no effect on the determination of this proposal. 3. The affirmative vote of a majority of shares with voting power present in person or represented by proxy and which have actually voted on the proposal is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” it will be counted for the purpose of determining whether a quorum is present for conducting the Annual Meeting, but it will not count as a share actually voted and will have no effect on the determination of this proposal. 4. The affirmative vote of a majority of shares with voting power present in person or represented by proxy and which have actually voted on the proposal is required to approve the amendment and restatement of our 2006 Global Employee Stock Ownership Plan (to be renamed as our Employee Stock Purchase Plan), as previously amended and restated. You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” it will be counted for the purpose of determining whether a quorum is present for conducting the Annual Meeting, but your vote will not count as a share actually voted with respect to determining if a majority vote is obtained and will have no effect on the determination of this proposal. At present, the Board knows of no other matters to be presented for stockholder action at the Annual Meeting. Most of our stockholders hold their shares through a broker, trustee, bank, other financial intermediary or other nominee rather than directly in their own name. As summarized below, there are some differences between stockholders of record and beneficial owners. If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services, as of the close of business on Friday, March 11, 2022, you are considered the stockholder of record with respect to those shares, and the Notice or proxy materials are being made available, electronically or otherwise, directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or a third party, or to vote in person at the Annual Meeting. The Company has made available a proxy card or electronic voting means for you to use for voting purposes. What is the difference between holding shares as a stockholder of record and as a beneficial owner? Stockholders of Record 5 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 5 CHKSUM Content: 26490 Layout: 31804 Graphics: 4506 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Halfarrow_Icon.eps, 3423-2_Direct_Icon.eps V1.5 |
If your shares are held through a brokerage firm, trustee, bank, other financial intermediary or other nominee, as of the close of business on Friday, March 11, 2022, you are considered the beneficial owner of those shares held in street name, and the Notice or proxy materials are being made available, electronically or otherwise, by the Company to your broker, trustee, bank, other financial intermediary or other nominee (the intermediary) and they will forward these materials to you, together with a voting instruction form if furnished via paper copy to your intermediary. As the beneficial owner, you have the right to direct your intermediary on how to vote and are also invited to virtually attend the Annual Meeting; however, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting, unless you request, complete and deliver a legal proxy from your intermediary. If you requested printed proxy materials, your intermediary will enclose a voting instruction form for you to use in directing the intermediary regarding how to vote your shares. The NYSE rules allow your broker to vote your shares in its discretion on “routine” proposals when it has not received instructions from you at least ten days prior to the Annual Meeting. The proposal regarding the ratification of the appointment of our independent registered public accounting firm is a matter considered routine under applicable rules and, therefore, your broker may vote on your behalf for this matter if you do not otherwise provide instructions. The election of directors, the advisory vote on the named executive officer compensation, and the vote on the approval of amendment and restatement of our 2006 Global Employee Stock Ownership Plan are not considered routine matters. If you do not instruct your broker how to vote your shares on the non‐routine matters, your broker will not be permitted to vote your shares on such matters. This is referred to as a “broker non‐vote.” Broker non‐votes (shares held by brokers that do not have discretionary authority to vote on the matter and that have not received voting instructions from their clients) are counted for purposes of determining whether a quorum is present, but are not counted or deemed to be present, represented or voted for the purpose of determining whether stockholders have approved a proposal. A broker non‐vote will have no effect on the outcome of the election of directors, the advisory vote on the named executive officer compensation or the approval of amendment and restatement of our 2006 Global Employee Stock Ownership Plan. If you participate in our 401(k) Retirement Savings Plan, as amended and restated (401(k) Plan), you will receive a single proxy card (together with the proxy materials) or Notice that covers all shares credited to your plan account(s) and shares that you own of record that are registered in the same name. If your plan account(s) are registered in different names, you will receive separate proxy cards or Notices for your record and plan holdings. You may vote your shares by following the instructions provided in your proxy card or Notice and utilizing the credentials provided therein. Your vote will serve to instruct the trustees and fiduciaries of our 401(k) Plan how to vote any shares of our common stock held in our 401(k) Plan on your behalf. Shares of our common stock held in our 401(k) Plan must be voted on or before 11:59 p.m. Eastern Time on April 30, 2022. The trustee and fiduciaries of our 401(k) Plan will vote shares for which timely instructions are not received in the same proportion as other plan shares that were voted. If you are the stockholder of record and you sign, date and return your proxy and do not mark how you want to vote, your proxy will be counted as a vote “FOR” all of the nominees for directors, “FOR” the named executive officer compensation, “FOR” the ratification of our independent registered public accounting firm, Ernst & Young, Beneficial Owners What discretion does my broker have to vote my shares held in “street name?” How do I vote my 401(k) shares? What happens if I don’t specify how I want my shares voted on one or all of the proposals? 6 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 6 CHKSUM Content: 24804 Layout: 54018 Graphics: 35180 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Halfarrow_Icon.eps V1.5 |
and “FOR” the amendment and restatement of our Global Employee Stock Ownership Plan (to be renamed as our Employee Stock Purchase Plan). If you hold your shares in street name, please see the discussion on “What discretion does my broker have to vote my shares held in ‘street name?’,” above. Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the proxy is voted at the Annual Meeting. To revoke a previously submitted proxy and change your vote, you may: • mail a written notice “revoking” your earlier vote to Broadridge Financial Solutions, Inc. (Broadridge), 51 Mercedes Way, Edgewood, NY 11717; • submit to Broadridge a properly completed and signed proxy card with a later date; • vote again telephonically at 1‐800‐690‐6903 or electronically at www.proxyvote.com or using our QR code (available until 11:59 p.m. Eastern Time on May 4, 2022); or • vote in person while logged in and participating at the Annual Meeting; however, your virtual attendance at the Annual Meeting alone will not revoke your proxy. Your last dated proxy, properly completed and timely received prior to, or vote cast at, the Annual Meeting will be counted. If you own your shares in street name, please contact your broker or other intermediary for instructions on changing your vote or revoking your proxy. Yes. If you are the stockholder of record of the shares, you will have the opportunity to vote in person when you attend the virtual Annual Meeting online by visiting www.virtualshareholdermeeting.com/BSX2022. In order to vote during the Annual Meeting, you will use the 16‐digit control number included on the Notice, on your proxy card, or on your voting instruction form provided by your broker, bank or other nominee. However, since a beneficial owner holding shares in street name is not the stockholder of record, if you are such a beneficial owner of shares, you may not vote your shares in person at the virtual Annual Meeting unless you obtain a legal proxy from the broker or other intermediary that holds your shares giving you the right to vote the shares at the Annual Meeting. Please provide the legal proxy information once you log into the Annual Meeting. Broadridge has been engaged as our independent agent to tabulate stockholder votes and act as Inspector of Election for the meeting. Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except: • as necessary to meet applicable legal requirements; Can I change my vote or revoke my proxy after I have already voted or given my proxy? Can I vote at the virtual meeting? Who will count the votes? Is voting confidential? 7 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 7 CHKSUM Content: 11789 Layout: 21932 Graphics: 38665 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps V1.5 |
• to allow for the tabulation and certification of votes; and • to facilitate a successful proxy solicitation. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board. We are committed to ensuring that our stockholders have substantially the same opportunities to participate in the virtual Annual Meeting as they would at an in‐person meeting. To submit a question at the Annual Meeting, you will need your 16‐digit control number that is printed on the Notice or proxy card that you received in the mail, or via email if you have elected to receive material electronically. You may log in 15 minutes before the start of the Annual Meeting and submit questions online. You will also be able to submit questions during the Annual Meeting. We encourage you to submit any question that is relevant to the business of the Annual Meeting. Appropriate questions asked during the Annual Meeting will be read and addressed during the Annual Meeting, as time permits. Questions and answers may be grouped by topic, and we will group substantially similar questions together and answer them once. Questions regarding personal matters or general economic or political questions that are not directly related to the business of Boston Scientific are not pertinent to Annual Meeting matters and, therefore, will not be answered. We will limit each stockholder to one question to allow us to answer questions from as many stockholders as possible. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, we encourage stockholders to contact us separately after the Annual Meeting. We encourage stockholders to log into the webcast at least 15 minutes prior to the start of the Annual Meeting to test their internet connectivity. We want to be sure that all our stockholders are afforded the same rights and opportunities to participate as they would at an in‐ person meeting, so all members of our Board of Directors and certain executive officers are expected to join the Annual Meeting and be available for questions. If you encounter any difficulties accessing the Annual Meeting webcast, please call the technical support number that will be posted on the Annual Meeting website login page. Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted, provided such new proxy or revocation is properly completed and timely received. Our By‐Laws provide that a stockholder may present business to be considered at the Annual Meeting only if proper prior written notice was timely received by us. Other than the items of business described in this Proxy Statement, our Board is not aware of any other business to be acted upon at the Annual Meeting; however, if any other business does properly come before the Annual Meeting, the persons named as proxies on the proxy card will vote your shares in accordance with their discretion. How can I participate and ask questions at the Annual Meeting? What do I do if I have technical problems during the Annual Meeting? What happens if the Annual Meeting is adjourned or postponed? Will any other business be considered or presented at the Annual Meeting? 8 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 8 CHKSUM Content: 12322 Layout: 46281 Graphics: 38665 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps V1.5 |
We will report the final voting results on a Current Report on Form 8‐K filed with the SEC within four business days after the Annual Meeting. The Form 8‐K will be available on the SEC’s website, www.sec.gov, as well as on our own website, www.bostonscientific.com, under the “Investor Relations” section. Our Board is soliciting your vote. A list of stockholders entitled to vote at the Annual Meeting will be available during the Annual Meeting and for ten days prior to the Annual Meeting, between the hours of 8:30 a.m. and 5:00 p.m. Eastern Time, at our Corporate Headquarters located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752. If you would like to view the stockholder list, please contact our Corporate Secretary to schedule an appointment by calling (508) 683‐4000 or writing to him at 300 Boston Scientific Way, Marlborough, Massachusetts 01752. Who is soliciting my vote pursuant to this Proxy Statement? Is there a list of stockholders entitled to vote at the Annual Meeting? How can I find the results of the Annual Meeting? 9 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 9 CHKSUM Content: 17959 Layout: 59996 Graphics: 12273 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps V1.5 |
Under rules adopted by the SEC, we are furnishing proxy materials to our stockholders primarily via the internet instead of mailing printed copies of those materials to each stockholder. On or about March 23, 2022, we will mail to our stockholders (other than those who previously requested electronic or paper delivery) an Important Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report. The Notice also instructs stockholders on how to vote via the internet. This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources; however, if you would prefer to receive printed proxy materials and a proxy card, please follow the instructions included in the Notice and in this Proxy Statement. If you have previously elected to receive our proxy materials electronically, these materials will continue to be made available to you via email until you elect otherwise. If you have previously elected to receive printed proxy materials, you will continue to receive these materials and a proxy card in paper format until you elect otherwise. 10 INTERNET AVAILABILITY OF PROXY MATERIALS Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 10 CHKSUM Content: 9818 Layout: 9330 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: C100 M84 Y30 K16, ~note-color 2, Black, C61 M88 Y0 K0 GRAPHICS: none V1.5 |
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form 10-Q that we have filed or will file hereafter under the heading “Risk Factors” and “Safe Harbor for Forward-Looking Statements.” The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward- looking statements contained in this document. This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management’s future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts. 11 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING AND OTHER STATEMENTS Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ca | Sequence: 11 CHKSUM Content: 51296 Layout: 54397 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: C100 M84 Y30 K16, ~note-color 2, Black, C61 M88 Y0 K0 GRAPHICS: none V1.5 |
Summary Our entire Board is elected annually by our stockholders and currently consists of ten members. All ten of our directors have been nominated by our Board, upon the recommendation of our Nominating and Governance Committee, to stand for election at the Annual Meeting for a one‐year term, to hold office until the 2023 Annual Meeting of Stockholders and until their successors have been elected and qualified. The nominees for election at the Annual Meeting are: Nelda J. Connors, Charles J. Dockendorff, Yoshiaki Fujimori, Donna A. James, Edward J. Ludwig, Michael F. Mahoney, David J. Roux, John E. Sununu, David S. Wichmann and Ellen M. Zane. Each of the director nominees is willing and able to stand for election at the Annual Meeting, and we know of no reason why any of the nominees would be unable to serve as a director. Should such a situation arise, however, the Board may designate a substitute nominee or, alternatively, reduce the number of directors to be elected. If a substitute nominee is selected, the persons named as proxies will vote for that substitute nominee. Any vacancies not filled at the Annual Meeting may be filled by the Board. Director Nominees at a Glance Diverse Range of Experience, Skills and Qualifications Represented by our 2022 Director Nominees Risk Management Real Estate Operations Medical Device Industry Marketing / Sales Manufacturing Mergers & Acquisitions International Human Capital Management / Compensation Government / Public Policy Financial Literacy / Accounting Finance / Capital Allocation Executive Experience Environmental, Health, Safety & Sustainability Corporate Governance Business Strategy Public Company Board Academia Technology / Systems / Cyber-Security 12 PROPOSAL 1: ELECTION OF DIRECTORS Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.da | Sequence: 1 CHKSUM Content: 47842 Layout: 40021 Graphics: 52262 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Diverse_Range_F.eps V1.5 |
(1) The graphic below provides additional detail relating to the director nominees’ self‐identified gender. Self-Identified Gender 70% Male 30% Female 1 Average Age: 63.5 Average Tenure: 7.5 Years 9 of 10 Directors Independent Lead Independent Director Appointed 70% White 30% Ethnically Diverse 2 Board of Directors Nominees at a Glance G e n d e r Diversity Racial D iv e rs it y Age & Te n u re In d e p endence Female Male Non-Binary • • • • • • • • • • • Connors Dockendorff N/A Fujimori Mahoney Roux Sununu Wichmann Ludwig James Zane 13 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.da | Sequence: 2 CHKSUM Content: 26124 Layout: 14990 Graphics: 47450 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Self_Ident_F.eps, 3423-2_Boston_P.eps V1.5 |
The biographies of each of the nominees are listed below and contain information regarding the person's service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director in light of our business and structure. Each of the director nominees listed below exemplifies how our Board values professional experience in business, education, policy and governmental fields as well as strong moral character and diversity in terms of viewpoint as well as age, ethnicity and gender. Our Board believes that these strong backgrounds and sets of skills provide it, as a whole, with a strong foundation of technical expertise and a wealth of diverse experience in a wide variety of areas.
(2) The table below provides additional detail relating to the director nominees’ self‐identified race/ethnicity. Director Nominees The biography of each of the nominees is listed below and contains information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director in light of our business and structure. Each of the director nominees listed below exemplifies how our Board values professional experience in business, education, policy and governmental fields as well as strong moral character and diversity in terms of viewpoint as well as age, ethnicity and gender. Our Board believes that these strong backgrounds and sets of skills provide the Board, as a whole, with a strong foundation of technical expertise and a wealth of diverse experience in a wide variety of areas. Self-Identiied Race/Ethnicity • Connors • James • African American/Black Asian, Hawaiian or Paciic Islander Fujimori White/Caucasian • Dockendorff • Ludwig • Mahoney • Roux • Sununu • Wichmann Zane • 14 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.da | Sequence: 3 CHKSUM Content: 52654 Layout: 14714 Graphics: 4017 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Selfidentif_P.eps V1.5 |
Experience Highlights: Ms. Connors is the founder, chairwoman and chief executive officer of Pine Grove Holdings, LLC, a privately held investment company that acquires and operates small‐to‐middle market businesses primarily focused in power generation, SAAS, advanced material and transportation/logistics end‐markets. She served as president and chief executive officer of Atkore International Inc., formerly the Electrical and Metal Products division of Tyco International, before it became a privately held company in December 2010. Prior to joining Tyco, she served as vice president at Eaton Corporation where she held several positions in operations, continuous improvement, and general management. Prior to joining Eaton, Ms. Connors was employed in a number of executive and management capacities in diversified industrial and automotive end‐markets. Her work over 25 years has involved responsibilities in the U.S., Europe, and Asia. Ms. Connors serves as an independent advisor to Nissan North America and previously served as a Class B director of the Federal Reserve Bank of Chicago, and on the boards of Atkore, Blount International, CNH Industrial, N.V., Clarcor, Inc., Echo Global Logistics and Vesuvius plc. She was formerly an appointed member for the Takata Independent Quality Assurance Panel to investigate the airbag inflator recall. Select Skills and Qualifications: Ms. Connors’ qualifications to serve on our Board include her executive leadership skills and her global experience in the areas of operations and financial management, quality, M&A and business strategy, as well as her knowledge of public company matters resulting from her service on other public company boards. She also brings to our Board her experience in National Association of Corporate Directors leadership and governance fellowships. Nelda J. Connors, | Independent | ||||
Age: 56 Founder, Chairwoman and Chief Executive Officer of Pine Grove Holdings LLC | |||||
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Executive Highlights:
Ms. Connors is the founder and Chief Executive Officer of Pine Grove Holdings, LLC, a privately held investment company that acquires and operates small-to-middle market businesses primarily focused in power generation, construction equipment, advanced material and aftermarket automotive end-markets. She served as President and Chief Executive Officer of Atkore International Inc., formerly the Electrical and Metal Products division of Tyco International, before it became a privately held company in December 2010. Prior to joining Tyco, she served as Vice President at Eaton Corporation where she held several positions in operations, continuous improvement, and general management. Prior to joining Eaton, Ms. Connors was employed in a number of executive and management capacities in the automotive industry. Her work over 25 years has involved responsibilities in the U.S., Europe, and Asia. Ms. Connors previously served as a Class B director of the Federal Reserve Bank of Chicago, and on the boards of Clarcor, Inc., Atkore, Vesuvius plc and Blount International. She was formerly an appointed member for the Takata Independent Quality Assurance Panel to investigate the airbag inflator recall.
Select Skills and Qualifications:
Ms. Connors' qualifications to serve on our Board include her executive leadership skills and her global experience in the areas of operations and financial management, quality, M&A and business strategy, as well as her knowledge of public company matters resulting from her service on other public company boards. She also brings to our Board her experience in National Association of Corporate Directors leadership and governance fellowships.
Experience Highlights: Mr. Dockendorff is the former executive vice president and chief financial officer of Covidien plc, a publicly traded medical device and supplies company, and its predecessor, Tyco Healthcare, having served in those positions from 1995 to 2015. Mr. Dockendorff joined the Kendall Healthcare Products Company, the foundation of the Tyco Healthcare business, in 1989 as controller and was named vice president and controller in 1994. He was appointed chief financial officer of Tyco Healthcare in 1995. Prior to joining Kendall/Tyco Healthcare, Mr. Dockendorff was the chief financial officer, vice president of finance and treasurer of Epsco Inc. and Infrared Industries, Inc. Select Skills and Qualifications: Mr. Dockendorff’s qualifications to serve on our Board include his executive leadership experience at public medical device companies, as well as his extensive expertise in accounting, finance and business strategy. Charles J. Dockendorff, | Independent | ||||
Age: 67 Former Executive Vice President and Chief Financial Officer of Covidien plc | |||||
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Executive Highlights:
Mr. Dockendorff was Executive Vice President and Chief Financial Officer of Covidien plc, a publicly traded medical device and supplies company, and its predecessor, Tyco Healthcare, from 1995 to 2015. Mr. Dockendorff joined the Kendall Healthcare Products Company, the foundation of the Tyco Healthcare business, in 1989 as Controller and was named Vice President and Controller in 1994. He was appointed Chief Financial Officer of Tyco Healthcare in 1995. Prior to joining Kendall/Tyco Healthcare, Mr. Dockendorff was the Chief Financial Officer, Vice President of Finance and Treasurer of Epsco Inc. and Infrared Industries, Inc.
Select Skills and Qualifications:
Mr. Dockendorff's qualifications to serve on our Board include his executive leadership experience at public medical device companies, as well as his extensive expertise in accounting, finance and business strategy.
Experience Highlights: Mr. Fujimori | |||||
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Executive Highlights:
Mr. Fujimori is currently an adviser to the LIXIL Group Corporation, a position he has held since June 2016, and was the President and Chief Executive Officer of the LIXIL Group Corporation from August 2011 to June 2016. Prior to joining LIXIL, he was Chairman, President and Chief Executive Officer of GE Japan from January 2008 to June 2011. In his 25 years at GE, beginning in October 1986, he held a variety of positions including Senior Vice President and Chief Executive Officer of a number of Asian and global business divisions, including Medical Systems, Plastics, and Capital. Mr. Fujimori also served as a member of the GE Corporate Executive Council from 2001 to 2010. He formerly served as a Director of the Japan Construction Material & Housing Equipment Industries Federation and Tokyo Electric Power Company Holdings.
Select Skills and Qualifications:
Mr. Fujimori's qualifications to serve on our Board include his expertise in international business, with a particular emphasis on operations and manufacturing in Japan and Asia, and developing international markets, as well as his service on other public company boards.
Experience Highlights: Ms. James is the founder of Lardon & Associates LLC, a business development and executive advisory services firm, where she has served as president and managing director since April 2006. Ms. James has more than 30 years of diverse management and leadership experience, including her experience at Nationwide Insurance and Financial Services, beginning in 1981. In her 25 years at Nationwide, she served in several leadership roles, including president of Nationwide Strategic Investments, a division of Nationwide Insurance Company, from 2003 to 2006, at which time she had direct responsibility for developing and executing strategies for several U.S. and global financial services subsidiaries and affiliates. Ms. James also is the founder of The Center for Healthy Families, a non‐profit in Columbus, Ohio, and the former chair of the National Women’s Business Council by presidential appointment. Ms. James currently serves as a director of Xponance (formerly the FIS Group), a privately held asset management and investment advisory firm. She formerly served as a director of L Brands, Inc., Time Warner Cable Inc. and Marathon Petroleum, Inc. and as a board advisor to Marathon Petroleum. Select Skills and Qualifications: Ms. James’s qualifications to serve on our Board include her expertise in business strategy, finance, accounting and human resources. In addition, her service on other public company boards contributes to her knowledge of public company matters. Donna A. James, | Independent | ||||
Age: 64 Founder, President and Managing Director of Lardon & Associates LLC | |||||
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Executive Highlights:
Ms. James is the founder of Lardon & Associates LLC, a business development and executive advisory services firm, where she has served as president and managing director since April 2006. Ms. James has more than 30 years of diverse management and leadership experience, including her experience at Nationwide Insurance and Financial Services, beginning in 1981. In her 25 years at Nationwide, she served in several leadership roles, including president of Nationwide Strategic Investments, a division of Nationwide Insurance Company, from 2003 to 2006, at which time she had direct responsibility for developing and executing strategies for several U.S. and global financial services subsidiaries and affiliates. Ms. James also is the founder of The Center for Healthy Families, a non-profit in Columbus, Ohio, and the former chair of the National Women's Business Council by presidential appointment. Ms. James currently serves as a director of the FIS Group, a privately held asset management and investment advisory firm. She formerly served as a director of Time Warner Cable Inc. and Marathon Petroleum, Inc., where she is currently serving as a board advisor.
Select Skills and Qualifications:
Ms. James's qualifications to serve on our Board include her expertise in business strategy, finance, accounting and human resources. In addition, her service on other public company boards contributes to her knowledge of public company matters.
Experience Highlights: Mr. Ludwig is the former chairman of the board of Becton, Dickinson and Company (BDX), a global medical technology company, having served in that position from February 2002 through June 2012. He also served as BDX’s chief executive officer from January 2000 to September 2011 and as its president from May 1999 to December 2008. Mr. Ludwig joined BDX as a senior financial analyst in 1979. Prior to joining BDX, Mr. Ludwig served as a senior auditor with Coopers and Lybrand (now PricewaterhouseCoopers), where he earned his CPA, and as a financial and strategic analyst at Kidde, Inc. Mr. Ludwig has been a member of the board of directors of POCARED Diagnostics Ltd, a privately held company focused on infectious disease diagnostics, since 2013 and now serves as Chairman. He formerly served as a director of Xylem, Inc. and as vice chair of the board of trustees of the Hackensack University Medical Center Network. Select Skills and Qualifications: Mr. Ludwig’s qualifications to serve on our Board include his executive leadership experience, specifically his service as a director and executive of a public medical technology company, along with his extensive expertise in business strategy, finance, management and manufacturing. Edward J. Ludwig, | Independent | ||||
Age: 70 Former Chairman of the Board and Chief Executive Officer of Becton, Dickinson and Company | |||||
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Executive Highlights:
Mr. Ludwig is the former Chairman of the Board of Becton, Dickinson and Company (BDX), a global medical technology company, having served in that position from February 2002 through June 2012. He also served as BDX's Chief Executive Officer from January 2000 to September 2011 and as its President from May 1999 to December 2008. Mr. Ludwig joined BDX as a senior financial analyst in 1979. Prior to joining BDX, Mr. Ludwig served as a senior auditor with Coopers and Lybrand (now PricewaterhouseCoopers), where he earned his CPA, and as a financial and strategic analyst at Kidde, Inc. He formerly served as a director of Xylem, Inc. and as Vice Chair of the Board of Trustees of the Hackensack University Medical Center Network.
Select Skills and Qualifications:
Mr. Ludwig's qualifications to serve on our Board include his executive leadership experience, specifically his service as a director and executive of a public medical technology company, along with his extensive expertise in business strategy, finance, management and manufacturing.
Experience Highlights: Michael F. Mahoney joined the Company as our president in October 2011 and became our president and chief executive officer and a director in November 2012. Mr. Mahoney became our chairman of the Board | |||||
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Executive Highlights:
Mr. MacMillan is currently the Chairman, President and Chief Executive Officer of Hologic, Inc., a position he has held since June 2015, and he served as President and Chief Executive Officer of Hologic, Inc., since December 2013. Prior to assuming his role with Hologic, Mr. MacMillan was the Chief Executive Officer of sBioMed, LLC, a medical research company, from October 2012 to December 2013. From 2003 to 2012, Mr. MacMillan served in various roles at Stryker Corporation, including Chief Operating Officer from June 2003 to January 2005, President from June 2003 to February 2012, Chief Executive Officer from January 2005 to February 2012 and Chairman from January 2010 to February 2012. Prior to 2003, Mr. MacMillan was a senior executive with Pharmacia Corporation, where he oversaw five global businesses. Prior to joining Pharmacia, Mr. MacMillan spent 11 years with Johnson & Johnson in a variety of senior roles both in the U.S. and Europe, including President of the joint venture between Johnson & Johnson and Merck. Mr. MacMillan began his career with Procter & Gamble in 1985. Mr. MacMillan formerly served as a director of Texas Instruments Inc. and Alere Inc. Mr. MacMillan also serves on the Board of Directors of Advamed, a medical device trade association.
Select Skills and Qualifications:
Mr. MacMillan's qualifications to serve on our Board include his executive leadership experience, specifically his service as a director and chief executive officer of public medical technology companies.
addition to being our president and chief executive officer, include his management experience leading complex organizations in medical device and other healthcare‐related businesses, expertise in building strong leadership teams, developing international markets, and a proven ability to execute successful business strategies and drive operational excellence. Michael F. Mahoney, | CEO, Chairman of the Board | ||||
Age: 57 President and Chief Executive Officer of Boston Scientific Corporation | |||||
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Executive Highlights:
Michael F. Mahoney joined the Company as our President in October 2011, and became our President and Chief Executive Officer and a director in November 2012. Mr. Mahoney became our Chairman of the Board in May 2016. Prior to joining the Company, he was Worldwide Chairman of the Medical Devices and Diagnostics division of Johnson & Johnson from January 2011 to September 2011, overseeing 50,000 employees and seven franchises. Prior to assuming this position, Mr. Mahoney served as Worldwide Group Chairman of Johnson & Johnson's DePuy franchise, an orthopedics and neurosciences business, from April 2007 through January 2011. From January 2001 through March 2007, Mr. Mahoney served as President and Chief Executive Officer of Global Healthcare Exchange, a provider of supply chain solutions and services that brings together hospitals, manufacturers, distributors and group purchasing organizations. Mr. Mahoney began his career at General Electric Medical Systems, where he spent 12 years, culminating in the role of General Manager of the Healthcare Information Technology business.
Select Skills and Qualifications:
Mr. Mahoney's qualifications to serve on our Board, in addition to being our Chief Executive Officer, include his management experience leading complex organizations in medical device and other healthcare-related businesses, expertise in building strong leadership teams, developing international markets, and a proven ability to execute successful business strategies and drive operational excellence.
Experience Highlights: Mr. Roux is co‐founder and co‐managing partner of BayPine Capital, a private equity partnership established in October 2020. He also is Chairman of Jackson Laboratories, an independent biomedical research institute. He is the co‐founder and was the chairman, co‐chief executive officer and managing partner of Silver Lake, a private equity firm focused on technology investing, from January 2014 to December 2017. Prior to that, Mr. Roux was chairman and chief executive officer of Liberate Technologies, executive vice president at Oracle Corporation and senior vice president at Lotus Development. He is also chairman of Bristol Seafoods and vice chairman of the National Audubon Society. He previously served as a director of Avaya Inc., Avaya Holdings Corp. and Intelsat S.A. Mr. Roux is co‐founder of The Roux Institute, an educational partnership with Northeastern University. Select Skills and Qualifications: Mr. Roux’s qualifications to serve on the Board include his extensive experience in operations, technology, management and business strategy, and his financial expertise and background as an entrepreneur, executive and director. David J. Roux, | Independent | ||||
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Executive Highlights:
Mr. Roux is Chairman of Jackson Laboratories, an independent biomedical research institute. He is the co-founder and was the Chairman, co-Chief Executive Officer and managing partner of Silver Lake, a private equity firm focused on technology investing, from January 2014 to December 2017. Prior to that, Mr. Roux was Chairman and Chief Executive Officer of Liberate Technologies, Executive Vice President at Oracle Corporation and Senior Vice President at Lotus Development. He is also Chairman of Bristol Seafoods and Vice Chairman of National Audubon Society. He previously served as a director of Avaya Inc., Avaya Holdings Corp. and Intelsat S.A.
Select Skills and Qualifications:
Mr. Roux's qualifications to serve on the Board include his extensive experience in operations, technology, management and business strategy, and his financial expertise and background as an entrepreneur, executive and director.
Experience Highlights: Senator Sununu served as a U.S. Senator from New Hampshire from 2003 to 2009. He was a member of the Committees on Banking, Commerce, Finance and Foreign Relations, and he was appointed the Congressional Representative to the United Nations General Assembly. Before his election to the Senate, Senator Sununu served three terms as a member of the U.S. House of Representatives from New Hampshire’s 1st District from 1996 to 2002, where he was vice chairman of the Budget Committee and a member of the Appropriations Committee. During his twelve years in Congress, he drafted and helped pass several important pieces of legislation, including the Internet Tax Freedom Act, the Survivors Benefit Act and the New England Wilderness Act. Prior to serving in Congress, Senator Sununu served as chief financial officer for Teletrol Systems, a manufacturer of building control systems. Senator Sununu currently serves as a Council Member of Lloyds of London, and formerly served as a director of Time Warner Cable Inc. Select Skills and Qualifications: Senator Sununu complements our Board with his experience in government and corporate leadership. Senator Sununu provides important insights on government relations, public policy and other matters relevant to our Company due to his extensive experience in both the public and private industry sectors. John E. Sununu, | Independent | ||||
Age: 57 Former United States Senator from New Hampshire | |||||
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Executive Highlights:
Senator Sununu served as a U.S. Senator from New Hampshire from 2003 to 2009. He was a member of the Committees on Banking, Commerce, Finance and Foreign Relations, and he was appointed the Congressional Representative to the United Nations General Assembly. Before his election to the Senate, Senator Sununu served three terms as a Member of the U.S. House of Representatives from New Hampshire's 1st District from 1996 to 2002. He was Vice Chairman of the Budget Committee and a member of the Appropriations Committee. During his twelve years in Congress, he drafted and helped pass several important pieces of legislation, including the Internet Tax Freedom Act, the Survivors Benefit Act and the New England Wilderness Act. Prior to serving in Congress, Senator Sununu served as Chief Financial Officer for Teletrol Systems, a manufacturer of building control systems. Senator Sununu formerly served as a director of Time Warner Cable Inc.
Select Skills and Qualifications:
Senator Sununu complements our Board with his experience in government and corporate leadership. Senator Sununu provides important insights on government relations, public policy and other matters relevant to our Company due to his extensive experience in both the public and private industry sectors.
Experience Highlights: Mr. Wichmann is the former chief executive officer of UnitedHealth Group, Incorporated, having served in that position from September 2017 through March 2021. Prior to this role, he served as president, UnitedHealth Group, beginning in November 2014, with oversight responsibility for all of UnitedHealthcare’s domestic and |
Experience Highlights: Ms. Zane is CEO Emeritus at Tufts Medical Center, and | |||||
![]() | and Brigham and Women’s Hospital. Ms. Zane also previously served as chief executive officer of Quincy Hospital in Quincy, Massachusetts. Ms. Zane currently is a director of Savista, a Georgia‐based private company involved with healthcare revenue cycle management; Fiduciary Trust Company, a privately owned wealth management company; and AgNovos Healthcare, LLC, a privately held medical device company, focused on bone health. Ms. Zane previously served as a director of Century Capital Management, Parexel International Corporation, Lincare Holdings Inc. and Press Ganey Holdings. Ms. Zane holds a Professional Director
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Executive Highlights:
Ms. Zane is CEO Emeritus and Vice Chair of the board of trustees at Tufts Medical Center and Floating Hospital for Children, and previously, she served as its President and Chief Executive Officer. Ms. Zane also served as Network President for Partners Healthcare System, a physician/hospital network sponsored by the Harvard-affiliated Massachusetts General Hospital and Brigham and Women's Hospital. Ms. Zane also previously served as Chief Executive Officer of Quincy Hospital in Quincy, Massachusetts. Ms. Zane currently is a director of nThrive, a Georgia-based private equity held company involved with healthcare revenue cycle management; Fiduciary Trust Company, a privately owned wealth management company; AgNovos Healthcare, LLC a privately held medical device company, focused on bone health; and Synchrony Financial, a public consumer financial services company. Ms. Zane previously served as a director of Century Capital Management, Parexel International Corporation, Lincare Holdings Inc., and Press Ganey Holdings. Ms. Zane holds a Professional Director Advanced Certification from the American College of Corporate Directors.
Select Skills and Qualifications:
Ms. Zane's qualifications to serve on our Board include her executive experience in the healthcare industry, specifically as the chief executive officer of a large urban academic (teaching and research) medical center, in addition to her experience as a director at other public companies.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF ALL TEN OF THESE NOMINEES FOR DIRECTOR.
Overview To guide the operation and direction of the Board and its committees, our Board has established our Corporate Governance Guidelines, charters for its standing committees and our Code of Conduct to reflect our commitment to good corporate governance and to comply with Delaware law, the rules and listing standards of the NYSE, the rules and regulations of the SEC and other legal requirements. These materials are available under “Governance Overview” in the “Investor Relations” section of our website at www.bostonscientific.com. These materials are also available in print, free of charge to stockholders, upon written request to Boston Scientific Corporation, Investor Relations, 300 Boston Scientific Way, Marlborough, Massachusetts 01752. Our Board believes that good corporate governance is fundamental to the overall success of our business. To that end, our Board evaluates our corporate governance practices in light of applicable changes in Delaware law, the rules and listing standards of the NYSE and the rules and regulations of the SEC, as well as best practices suggested by recognized governance authorities, and makes modifications to our corporate governance practices that it determines are warranted. Director Independence Under the NYSE’s Corporate Governance Standards, a majority of the Board must qualify as independent directors. However, our Corporate Governance Guidelines require that a significant majority of the Board qualify as independent directors. The NYSE Corporate Governance Standards define specific relationships that disqualify directors from being independent and further require that for a director to qualify as independent, the Board must affirmatively determine that the director has no material relationship with our Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with our Company). In making determinations regarding independence, the Board applies the NYSE standards and broadly considers all relevant facts and circumstances known to it. For directors who will serve on the Compensation Committee, the Board considers all factors specifically relevant to determining whether a director has a relationship with our Company that is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by our Company to such director, and (ii) whether such director is affiliated with our Company, a subsidiary of our Company or an affiliate of a subsidiary of our Company — as required by the NYSE independence standards for compensation committee members. The Board has determined that the following directors are independent under the independence standards set forth in the NYSE Corporate Governance Standards: Nelda J. Connors, Charles J. Dockendorff, Yoshiaki Fujimori, Donna A. James, Edward J. Ludwig, David J. Roux, John E. Sununu, David S. Wichmann and Ellen M. Zane. The Board monitors its compliance with NYSE requirements for director independence on an ongoing basis, including through an annual review of director questionnaires and consideration of transactions and relationships between each director or any member of his or her immediate family and the Company, as well as other relevant facts and circumstances. The Board and the Nominating and Governance Committee considered the directors’ responses to a questionnaire asking about their relationships with the Company (and their immediate family members’ relationships with the Company) and other potential conflicts of interest, as well as material provided by management related to transactions, relationships or arrangements between the Company and the directors or parties related to the directors. The Board made its determination as to whether any relationship between a director and our Company is a material relationship based on the facts and circumstances of the relationship, the 25 CORPORATE GOVERNANCE Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ea | Sequence: 1 CHKSUM Content: 45888 Layout: 4859 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
| amounts involved in the relationship, the director’s interest in such relationship, if any, and such other factors as the Board, in its judgment, deemed appropriate. Director Nomination Process The Nominating and Governance Committee is responsible for determining the appropriate skills and characteristics required of new Board members in the context of the current make‐up of the Board. In so doing, the Nominating and Governance Committee considers, with input from the Board, those factors it deems appropriate, such as independence, experience, strength of character, judgment, technical skills, diversity, years of experience and the extent to which the individual would fill a present need on the Board. The aim is to assemble a Board that is strong in its collective knowledge and that consists of individuals who bring a variety of complementary attributes and who, taken together, have the appropriate skills and experience to oversee the Company’s business. The Nominating and Governance Committee considers diversity as one of a number of factors in identifying nominees for director. The Nominating and Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, as well as other diversity concepts, including but not limited to, race, ethnicity and gender. Further, the Company’s Corporate Governance Guidelines require that women and racially/ethnically diverse candidates be included among the initial slate of candidates presented for consideration in searches for new Board members. Director nominees must, at a minimum, meet the general criteria outlined in our Corporate Governance Guidelines. Generally, directors should be individuals who have succeeded in their particular field and who demonstrate integrity, reliability, knowledge of corporate affairs and an ability to work well with others, and should also satisfy at least one of the following criteria: • demonstrated management ability at senior levels in successful organizations; • current or recent employment in positions of significant responsibility and decision making; • expertise in leading rapidly growing multi‐national organizations; or • current and prior experience related to anticipated board and committee responsibilities in other areas of importance to our Company. The Nominating and Governance Committee receives suggestions for new directors from a number of sources, including independent Board members and our Chairman and Chief Executive Officer. The Committee may also, at its discretion, employ a third‐party search firm to assist in screening and identifying candidates for director. The Nominating and Governance Committee will also consider recommendations for Board membership submitted by our stockholders and other independent sources and considers director nominees for election so submitted if the submission is made in accordance with the advance notice provisions of our By‐Laws. The qualifications of candidates recommended by stockholders will be reviewed and considered by the Nominating and Governance Committee with the same degree of care and consideration as candidates for nomination to the Board submitted by independent Board members and our Chairman and Chief Executive Officer. Based on engagement with stockholders and benchmarking of corporate governance best practices, the Board amended our By‐Laws to add proxy access. Our proxy access By‐Law provision permits a stockholder, or group of up to 20 stockholders, meeting certain ownership and other requirements to include a nominee for director election in the Company’s Annual Proxy Statement. The Board believes that the inclusion of proxy access in our By‐Laws enhances stockholder rights and provides increased accountability of the Company and our Board to our stockholders. The full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for re‐election. With respect to existing directors, prior to making its recommendation to the full Board, 26 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ea | Sequence: 2 CHKSUM Content: 21798 Layout: 38269 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
To guide the operation and direction of the Board and its committees, our Board has established our Corporate Governance Guidelines, charters for its standing committees and our Code of Conduct to reflect our commitment to good corporate governance and to comply with Delaware law, the rules and listing standards of the NYSE, the rules and regulations of the SEC and other legal requirements. These materials are available under "Governance Overview" in the "Investor Relations" section of our website atwww.bostonscientific.com. These materials are also available in print free of charge to stockholders, upon written request to Boston Scientific Corporation, Investor Relations, 300 Boston Scientific Way, Marlborough, Massachusetts 01752.
Our Board believes that good corporate governance is fundamental to the overall success of our business. To that end, our Board evaluates our corporate governance practices in light of applicable changes in Delaware law, the rules and listing standards of the NYSE, the rules and regulations of the SEC, and the rules and regulations under the Internal Revenue Code of 1986, as amended (the Code), as well as best practices suggested by recognized governance authorities, and makes modifications to our corporate governance practices that it determines are warranted.
the Nominating and Governance Committee, in consultation with the Chairman of the Board, reviews each director’s continuation on the Board as a regular part of the annual nominating process. Under the advance notice provisions of our By‐Laws, director nominations and proposals by our stockholders to bring any other business before the 2023 Annual Meeting of Stockholders must be received by our Corporate Secretary at our principal executive offices on or before November 23, 2022. Under the proxy access by‐law provisions of our By‐Laws, director nominations submitted for inclusion in our 2023 Annual Proxy Statement must be received no earlier than October 24, 2022 and no later than November 23, 2022. Director |
Under the NYSE's Corporate Governance Standards, a majority of the Board must qualify as independent directors. However, our Corporate Governance Guidelines require that a significant majority of the Board qualify as independent directors. The NYSE Corporate Governance Standards define specific relationships that disqualify directors from being independent and further require that for a director to qualify as independent, the Board must affirmatively determine that the director has no material relationship with our Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with our Company).
In making determinations regarding independence, the Board applies the NYSE standards and broadly considers all relevant facts and circumstances known to it. For directors who will serve on the Compensation Committee, the Board considers all factors specifically relevant to determining whether a director has a relationship with our Company that is material to that director's ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by our Company to such director, and (ii) whether such director is affiliated with our Company, a subsidiary of our Company or an affiliate of a subsidiary of our Company — as required by the NYSE independence standards for compensation committee members.
The Board has determined that the following directors are independent under the independence standards set forth in the NYSE Corporate Governance Standards: Nelda J. Connors, Charles J. Dockendorff, Yoshiaki Fujimori, Donna A. James, Edward J. Ludwig, Stephen P. MacMillan, David J. Roux, John E. Sununu and Ellen M. Zane.
The Board monitors its compliance with NYSE requirements for director independence on an ongoing basis, including through an annual review of director questionnaires and consideration of transactions and relationships between each director or any member of his or her immediate family and the Company as well as other relevant facts and circumstances. The Board and the Nominating and
Governance Committee considered the directors' responses to a questionnaire asking about their relationships with the Company (and their immediate family members' relationships with the Company) and other potential conflicts of interest, as well as material provided by management related to transactions, relationships or arrangements between the Company and the directors or parties related to the directors. The Board made its determination as to whether any relationship between a director and our Company is a material relationship based on the facts and circumstances of the relationship, the amounts involved in the relationship, the director's interest in such relationship, if any, and such other factors as the Board, in its judgment, deemed appropriate.
Chief Executive Officer Succession Pursuant to our Corporate Governance Guidelines, the Nominating and Governance Committee reports to the full Board periodically on succession planning for our Chief Executive Officer (and other executive officers, as appropriate). Our Chief Executive Officer discusses with the Board and the Nominating and Governance Committee, at least once per year, his recommendations and evaluations of potential successors to his position, including in the event of an unexpected emergency, and reviews development plans, if any, recommended for such individuals who are current employees of the Company. Additionally, the Nominating and Governance Committee conducts an annual review of the CEO Succession Plan framework, which outlines certain high‐level planning, notification and other actions, and is designed to minimize disruption in the event of a temporary or permanent absence of the Chief Executive Officer. Board Leadership Structure Our Board believes that it is important that it retain flexibility to make the determination as to whether the interests of the Company and our stockholders are best served by having the same individual serve as both Chief Executive Officer and Chairman of the Board, or whether the roles should be separated based on the circumstances at any given time. Under our Corporate Governance Guidelines, the Board will appoint a Lead Independent Director |
The Nominating and Governance Committee is responsible for determining the appropriate skills and characteristics required of new Board members in the context of the current make-up of the Board. In so doing, the Nominating and Governance Committee considers, with input from the Board, those factors it deems appropriate, such as independence, experience, strength of character, judgment, technical skills, diversity, years of experience and the extent to which the individual would fill a present need on the Board. The aim is to assemble a Board that is strong in its collective knowledge and that consists of individuals who bring a variety of complementary attributes and who, taken together, have the appropriate skills and experience to oversee the Company's business. The Nominating and Governance Committee considers diversity as one of a number of factors in identifying nominees for director. It does not, however, have a formal policy in this regard. The Nominating and Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint, as well as other diversity concepts such as ethnicity and gender.
Director nominees must, at a minimum, meet the general criteria outlined in our Corporate Governance Guidelines. Generally, directors should be individuals who have succeeded in their particular field and who demonstrate integrity, reliability, knowledge of corporate affairs and an ability to work well with others, and should also satisfy at least one of the following criteria:
The Nominating and Governance Committee receives suggestions for new directors from a number of sources, including independent Board members and our Chairman and Chief Executive Officer. It also may, in its discretion, employ a third-party search firm to assist in identifying candidates for director.
The Nominating and Governance Committee will also consider recommendations for Board membership submitted by our stockholders and other sources, and considers director nominees for election so submitted if the submission is made in accordance with the advance notice provisions of our By-Laws. The qualifications of candidates recommended by stockholders will be reviewed and considered by the Nominating and Governance Committee with the same degree of care and consideration as candidates for nomination to the Board submitted by independent Board members and our Chairman and Chief Executive Officer.
The full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for re-election. With respect to existing directors, prior to making its recommendation to the full Board, the Nominating and Governance Committee, in consultation with the Chairman of the Board, reviews each director's continuation on the Board as a regular part of the annual nominating process.
Under the advance notice provisions of our By-Laws, director nominations and proposals to bring any other business before the 2020 Annual Meeting of Stockholders by our stockholders must be received by our Corporate Secretary at our principal executive offices on or before November 28, 2019. Director nominations by our stockholders must also satisfy the other procedures set forth in the advance notice provisions of our By-Laws. Should you wish to submit a director recommendation or nomination, have it addressed to our Corporate Secretary at Boston Scientific Corporation, 300 Boston Scientific Way, Marlborough, Massachusetts 01752.
Risk Oversight Our Board |
The Board has not established any term or age limits to an individual's membership on the Board. While these limits could help ensure that there are fresh ideas and viewpoints available to the Board, they have the disadvantage of causing the loss to the Company of the contribution of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. The Nominating and Governance Committee, as part of its annual assessment of the composition of the Board, reviews a director's continuation on the Board. The Company believes that, through regular evaluation of performance and the Company's needs, the Company will continue to achieve the appropriate balance between Boston Scientific experience and fresh ideas and perspectives.
Given the Board’s role in risk oversight, it believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to our operations. Although there are different leadership structures that could allow our Board to oversee risk management effectively, and while our Board believes our current leadership structure will enable it to manage such risks effectively, it was one factor among many considered by our Board in selecting this leadership structure over other potential alternatives. For a discussion of the reasons why our Board has determined that its leadership structure is appropriate, please see the “Board Leadership Structure” above. Communications with the Board Stockholders and other interested parties who wish to communicate directly with any member of our Board, the Board as a group, or our non‐management directors as a group, may do so by writing to the Board of Directors or Non‐Management Directors, Boston Scientific Corporation, c/o General Counsel, 300 Boston Scientific Way, Marlborough, Massachusetts 01752 or by contacting the Board via email at BSCboardofdirectors@bsci.com or non‐management directors at non‐managementdirectors@bsci.com. The Board has authorized the office of our General Counsel to review and organize, but not screen, communications from stockholders and other interested parties and deliver them to the Board or non‐management directors, as applicable. We do screen commercial solicitations for appropriateness. The Company is committed to stockholder engagement. In addition to the communication process detailed above, stockholders also have the opportunity to speak at our Annual Meeting of Stockholders, participate in the annual “say‐on‐pay” advisory vote and communicate with our active Investor Relations department, among other avenues for engagement. The Board seriously considers the views of stockholders in its decision‐making process. For example, based on engagement with our stockholders and benchmarking of corporate governance best practices, the Board determined that it was in the best interest of the Company and our stockholders to: • amend the Company’s Corporate Governance Guidelines to require that women and racially/ethnically diverse candidates be included among the initial slate of candidates presented for consideration in external searches for a Chief Executive Officer |
Pursuant to our Corporate Governance Guidelines, the Nominating and Governance Committee reports to the full Board periodically on succession planning for our Chief Executive Officer (and other executive officers, as appropriate). Our Chief Executive Officer discusses with the Board and the Nominating and Governance Committee at least once per year, his recommendations and evaluations of potential successors to his position, including in the event of an unexpected emergency, and reviews development plans, if any, recommended for such individuals. Additionally, the Nominating and
Governance Committee conducts an annual review of the CEO Succession Plan framework, which outlines certain high-level planning, notification and other actions, and is designed to minimize disruption in the event of a temporary or permanent absence of the Chief Executive Officer.
complied with these limitations or procedures. In accordance with such procedures, the Nominating and Governance Committee and/or Board, |
Our Board believes that it is important that it retain flexibility to make the determination as to whether the interests of the Company and our stockholders are best served by having the same individual serve as both Chief Executive Officer and Chairman of the Board or whether the roles should be separated based on the circumstances at any given time. Under our Corporate Governance Guidelines, the Board will appoint a Lead Independent Director when the Chief Executive Officer and Chairman of the Board roles are combined or if the Chairman is not otherwise independent. Pursuant to our Corporate Governance Guidelines, the Lead Independent Director is appointed annually, though is generally expected to serve for a renewable term of three years, subject to annual re-election to the Board. The Lead Independent Director will preside over meetings of our non-management directors, serve as liaison between our Chairman and the independent directors, work with the Chairman to establish agendas for Board and committee meetings, raise issues with management on behalf of the independent directors, consult with committee leadership, and carry out other duties as requested by the Board. The Lead Independent Director also has the authority to call special meetings of independent or non-management directors, as needed.
Mr. Mahoney has been our President and Chief Executive Officer since November 2012 and the Chairman of our Board since May 2016. In light of the fact that the Chief Executive Officer and Chairman of the Board roles have been combined since May 2016, the Board appointed Mr. Ludwig at that time to serve as Lead Independent Director, and has re-appointed him to serve in that role for an additional three-year term, subject to his re-election to the Board at this Annual Meeting of Stockholders. Mr. Ludwig's qualifications to serve as our Lead Independent Director include his strong leadership experience as Chief Executive Officer and Chairman of the Board of Becton, Dickinson and Company, his service on the Board of CVS Health Corporation and the Chair of that board's Finance Committee, and as lead director on the Board of Aetna, Inc. prior to its acquisition by CVS Health Corporation. Our Board believes that this leadership structure, coupled with a commitment to Board independence, provides effective independent oversight of management, while fostering a constructive and cooperative relationship between the Board and management and allowing both the Board and management to benefit from Mr. Mahoney's day-to-day familiarity with our business operations.
Each of the following related party transactions was reviewed, approved and ratified by the Company’s Nominating and Governance Committee at its February 22, 2022 meeting: • Joseph Barrett Fitzgerald, the son of our Executive Vice President and President, Cardiology, Joseph Fitzgerald, is employed by the Company as a Watchman Territory Manager in our Cardiology business. During 2021, his total compensation, including base salary and commission, was $273,000. His base compensation was commensurate with that of other employees in similar positions within the Company. A significant portion of Mr. Fitzgerald’s 2021 compensation was composed of commissions earned under the Company’s sales compensation plans. Mr. Fitzgerald’s commission payments were commensurate with those of employees achieving similar sales totals. • Kayla Mackey, the daughter of our Executive Vice President, Operations, Ed Mackey, is employed by the Company as a Manager, Regulatory Affairs in our Endoscopy business. During 2021, her total compensation, including base salary, 2020 bonus paid in 2021, and equity awards was approximately $139,000. Her compensation was commensurate with that of other employees in similar positions within the Company. Code of Conduct We maintain a Code of Conduct, which has been approved by our Board, |
Our Board of Directors conducts annual self-evaluations, overseen by the Nominating and Governance Committee in accordance with the committee's charter. The self-evaluations have been facilitated by a third party, and have included in-person and telephonic interviews with directors and presentation of results by the facilitator to our Board and individual directors.
Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of our strategic and organizational objectives, to improve long-term organizational performance and to enhance stockholder value. A fundamental part of risk oversight is to understand the individual risks our Company faces, the steps management is taking to manage those risks, including the framework used by management for the coordinated oversight, control and continuous improvement of processes used to manage risk, and to assess management's appetite for risk. It is
management's responsibility to manage risk and bring to the Board's attention material risks facing our Company. Our Board receives regular reports from management on matters relating to strategic and operational initiatives, financial performance and legal developments, which are each integrated with enterprise-risk exposures. The involvement of the full Board in approving our strategic plan is a key part of its assessment of the risks inherent in our corporate strategy.
While the Board has the ultimate responsibility for risk oversight, each committee of the Board also oversees risk to the extent that it relates to the committee's responsibilities, as outlined below. Each committee makes reports in its respective area of responsibility to the Board at the next regularly scheduled Board meeting immediately following the committee meeting.
Given the Board's role in risk oversight, it believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to our operations. Although there are different leadership structures that could allow our Board to oversee risk management effectively, and while our Board believes our current leadership structure will enable it to manage such risks effectively, it was one factor among many considered by our Board in selecting this leadership structure over other potential alternatives. For a discussion of the reasons why our Board has determined that its leadership structure is appropriate, please see the "Board Leadership Structure" above.
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Stockholders and other interested parties who wish to communicate directly with any member of our Board, or our non-management directors as a group, may do so by writing to the Board of Directors or Non-Management Directors, Boston Scientific Corporation, c/o General Counsel, 300 Boston Scientific Way, Marlborough, Massachusetts 01752 or by contacting the Board via email at BSCboardofdirectors@bsci.com or non-management directors at non-managementdirectors@bsci.com. The Board has authorized the office of our General Counsel to review and organize, but not screen, communications from stockholders and other interested parties and deliver them to the Board or non-management directors, as applicable. We do screen commercial solicitations for appropriateness.
The Company is committed to stockholder engagement. In addition to the communication process detailed above, stockholders also have the opportunity to speak at our Annual Meeting of Stockholders, participate in the annual "say-on-pay" advisory vote and communicate with our active Investor Relations department, among other avenues for engagement. The Board seriously considers the views of stockholders in its decision-making process. For instance, in response to engagement with certain stockholders and evaluation of current corporate governance best practices, the Board has determined it would be in the best interest of the Company and its stockholders to propose an amendment to the Company's By-Laws to implement a majority voting standard in uncontested director elections, subject to stockholder approval at this Annual Meeting of Stockholders. For additional information on this proposal, please see page 98 of this Proxy Statement.
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Without the approval of the Nominating and Governance Committee, no director may sit on more than three public company boards (in addition to our Board) and our Chief Executive Officer may not sit on more than one public company board (in addition to our Board). No director may serve simultaneously on the audit committees of more than three public companies (including the Company), unless the Board of Directors has determined that such service would not impair the ability of the member to effectively serve on the Company's Audit Committee, such determination to be disclosed in accordance with applicable NYSE or SEC rules. At the May 2017 Board meeting, the Board made a determination that the then-proposed service of Mr. Dockendorff on the audit committee of a fourth public company (including the Company) would not impair his ability to effectively serve on the Company's Audit Committee. All of our Board members have complied with these limitations or procedures.
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Our Board has adopted a written related party transaction policy to monitor transactions, arrangements or relationships in which the Company and any of the following have an interest: (i) any person who is or was (since the beginning of 2018, even if they do not presently serve in that role) an executive officer or director or director nominee; (ii) any person who is a director emeritus; (iii) any person or entity who holds more than a 5% beneficial ownership of our common stock; (iv) any immediate family member of any of the foregoing; or (v) any entity in which any of the foregoing persons is employed or is a general partner or principal or acts in any similar position in which such person or persons collectively have a 10% or greater beneficial ownership interest. The policy covers any related party transaction that meets the minimum threshold for disclosure under relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).
Related party transaction oversight is the responsibility of our Nominating and Governance Committee. Our General Counsel is responsible for identifying any potential related party transactions and, if she determines that an existing or proposed transaction constitutes a related party transaction under the policy, she will provide relevant details and an analysis of the related party transaction to the Nominating and Governance Committee. The General Counsel provides an annual summary to the Nominating and Governance Committee of all transactions or relationships which she considered under this policy, including those that she determined do not constitute a related party transaction. If the General Counsel has an interest in a potential related party transaction, she will provide all relevant information to the Chairperson of the Nominating and Governance Committee, who will provide the information to the other members of such Committee. The Nominating and Governance Committee reviews relevant information concerning any existing or proposed transaction contemplated by the Company with an entity that is the subject of a disclosed relationship, and approves or rejects the transaction, with or without conditions or additional protections for the Company. Our related party transactions policy can be found in our Corporate Governance Guidelines available under "Governance Overview" in the "Investor Relations" section of our website atwww.bostonscientific.com.
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We maintain a Code of Conduct, which has been approved by our Board, to ensure that our directors, employees and officers, including our Chief Executive Officer and Chief Financial Officer, understand the basic principles that govern our corporate conduct. The Code of Conduct is available under "Governance Overview" in the "Investor Relations" section of our website atwww.bostonscientific.com. A stockholder may request a copy of the Code of Conduct by contacting our Corporate Secretary at Boston Scientific Corporation, 300 Boston Scientific Way, Marlborough, Massachusetts 01752. Any waivers or substantive amendments of the Code of Conduct will be disclosed on our website atwww.bostonscientific.com.
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In addition to our corporate governance policies, sustainability is a key focus of our business. We endeavor to reduce our environmental footprint on a global basis, engage with and support the communities where we operate, conduct our operations in a responsible and ethical manner, advance the growth and capabilities or our employees and develop innovative products that improve health care worldwide. For more, please see our sustainability report available atwww.bostonscientific.com/performancereport.
Board Meetings and Director Attendance |
The Board met eight times in 2018. In 2018, each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of our Board of Directors (held during the period for which he or she has been a director) and (2) the total number of meetings of all committees of our Board of Directors on which the director served (during the periods that he or she served).
Directors are expected to prepare for and use reasonable efforts to participate in all Board meetings and meetings of the committees on which they serve. The Board and each committee will meet as frequently as necessary to properly discharge their responsibilities, provided that the full Board will meet at least four times per year. Generally, the Board meets in February, May, August and November. In addition, directors are expected to use reasonable efforts to attend Annual Meetings of Stockholders. At our 2018 Annual Meeting of Stockholders, nine of our ten directors were in attendance, with one director unable to attend due to a personal conflict.
The Board met eight times in 2021. In 2021, each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of our Board of Directors (held during the period for which he or she has been a director) and (2) the total number of meetings of all committees of our Board of Directors on which the director served (during the periods that he or she served). Directors are expected to prepare for and use reasonable efforts to participate in all Board meetings and meetings of the committees on which they serve. The Board and each committee will meet as frequently as necessary to properly discharge their responsibilities, provided that the full Board will meet at least four times per year. In addition, directors are expected to use reasonable efforts to attend the Annual Meeting of Stockholders. At our 2021 Annual Meeting of Stockholders, all of our then‐serving directors were in attendance. Executive Sessions |
Directors who qualify as independent directors within the meaning of the NYSE Corporate Governance Standards meet in executive sessions without management at every regularly scheduled Board meeting and at such other times as they deem appropriate. Our independent directors meet in executive session at least once annually. In 2018, our independent directors met in executive session without non-independent directors four times. The Chairman of the Board, if independent, or the Lead Independent Director, if the Chairman of the Board is not independent, will preside at executive sessions of independent directors. In his absence, the Chair of the Nominating and Governance Committee presides at these executive sessions, and, in his absence, the Chair of the Audit Committee presides.
Directors who qualify as independent directors within the meaning of the NYSE Corporate Governance Standards meet in executive sessions without management at every regularly scheduled Board meeting and at such other times as they deem appropriate. In 2021, our independent directors met in executive session without non‐ independent directors five times. The Chairman of the Board, if independent, or the Lead Independent Director, if the Chairman of the Board is not independent, will preside at executive sessions of independent directors. In his absence, the Chair of the Nominating and Governance Committee presides at these executive sessions, and, in his absence, the Chair of the Audit Committee presides. Committees of the Board of Directors |
Our Board has standing Audit, Executive Compensation and Human Resources, Nominating and Governance, and Finance Our Board currently has standing Audit, Executive Compensation and Human Resources, Nominating and Governance, and Risk Committees. All of the members of the Audit Committee, Executive Compensation and Human Resources Committee, and Nominating and Governance Committee meet the applicable independence requirements of the NYSE and the SEC. Our Board also establishes special committees from time to time to address specific issues or discrete matters as the need arises.
Each of our standing committees is governed by a written charter, which is subject to annual review by each respective committee and approval by the Board. Committee charters are available under "Governance Overview" in the "Investor Relations" section of our website atwww.bostonscientific.com.
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As of March 15, 2019, our committee membership was as follows:
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Our Audit Committee met twelve times in 2018. Our Audit Committee is comprised of Messrs. Dockendorff, Ludwig, Roux and Sununu and Ms. Zane, each of whom meets the independence requirements of the NYSE and the SEC. The Board has also determined that each of Messrs. Dockendorff, Ludwig and Sununu and Ms. Zane is an "audit committee financial expert" as that term is defined in the rules and regulations of the SEC.
As outlined in its written charter, the primary purpose of the Audit Committee is to provide oversight of our accounting and financial reporting processes and audits of our financial statements, as well as of our global compliance program, including matters related to compliance with financial, legal and regulatory requirements. The Audit Committee has responsibility to, among other things:
The Audit Committee Report can be found on page 102 of this Proxy Statement.
Executive Compensation and Human Resources Committee, and Nominating and Governance Committee meet the applicable independence requirements of the NYSE and the SEC. Our Board also establishes special committees from time to time to address specific issues or discrete matters as the need arises. Each of our standing committees is governed by a written charter, which is subject to annual review by each respective committee and approval by the Board. Committee charters are available under “Governance Overview” in the “Investor Relations” section of our website at www.bostonscientific.com. 33 MEETINGS AND BOARD COMMITTEES Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.fa | Sequence: 1 CHKSUM Content: 40316 Layout: 52399 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
Our Executive Compensation and Human Resources Committee (Compensation Committee) met five times in 2018. Ms. James, Ms. Connors, and Messrs. Ludwig and MacMillan are the current members of the Compensation Committee. The Compensation Committee is, and was during 2018, comprised exclusively of "independent directors," as defined by the NYSE, including under the heightened independence standards applicable to compensation committee members, "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), and "outside directors" within the meaning of Section 162(m) of the Code.
As outlined in its written charter, the Compensation Committee has the responsibility to, among other things:
The Compensation Committee may delegate its authority and duties to subcommittees or individual members of the Compensation Committee, as it deems appropriate in accordance with applicable laws and regulations. The Compensation Committee has delegated authority to our Chief Executive Officer to make equity grants to new hires and retention awards to existing employees who are not executive officers within predetermined guidelines. These grants are reviewed with the Compensation Committee
at its next regularly scheduled meeting. The Compensation Committee may also delegate authority to make amendments to the Company's benefit plans and Global Employee Stock Ownership Plan to the Senior Vice President, Human Resources, that he or she determines to be necessary to maintain compliance with applicable law or other technical amendments that do not materially increase the cost of the plans to the Company.
Pursuant to its charter, the Compensation Committee has sole authority to retain or obtain advice from any compensation consultant, legal counsel or other advisor, as the Compensation Committee deems appropriate to assist the Committee in the performance of its duties, including the sole authority to approve the compensation and other terms and conditions of retention. Prior to any such retention, and on an annual basis, the Compensation Committee considers any factors relevant to such consultant's, legal counsel's or advisor's independence from management, including the factors specified in the NYSE Corporate Governance Standards or other listing rules, to evaluate whether the services to be performed will raise any conflict of interest or compromise the independence of such consultant, legal counsel or advisor. Semler Brossy Consulting Group, LLC (Semler Brossy) served as the Compensation Committee's independent compensation consultant in 2018. During 2018, Semler Brossy provided the following compensation services to the Compensation Committee:
For additional information regarding the services provided by Semler Brossy, please see the Compensation Discussion & Analysis section.
In 2018, Semler Brossy and its affiliates did not provide additional services to the Company other than at the request of the Compensation Committee. After review and consultation with Semler Brossy, the Compensation Committee determined that Semler Brossy is independent, and there is no conflict of interest resulting from retaining Semler Brossy currently or during 2018. In reaching these conclusions, the Compensation Committee considered the factors set forth in the SEC rules and the NYSE listing standards.
In accordance with its annual review of its compensation consultant engagement, the Compensation Committee will evaluate the engagement of Semler Brossy in May 2019.
The Compensation Committee Report can be found on page 68 of this Proxy Statement.
Board Committee Membership As of March 1, 2022, our committee membership was as follows: Audit Committee Members: Number of Meetings in Fiscal 2021: 10 Charles J. Dockendorff (Chair) David J. Roux John E. Sununu David S. Wichmann Ellen M. Zane Each member meets the independence requirements of the NYSE and the SEC. The Board has also determined that each of Messrs. Dockendorff, Sununu and Wichmann and Ms. Zane is an “audit committee financial expert” as that term is defined in the rules and regulations of the SEC. Functions: As outlined in its written charter, the primary purpose of the Audit Committee is to provide oversight of our accounting and financial reporting processes and audits of our financial statements, as well as of our global compliance program, including matters related to compliance with financial, legal and regulatory requirements. The Audit Committee has responsibility to, among other things: • provide assistance to our Board in the areas of corporate accounting, internal control, independent audit and reporting practices; • maintain, by way of regularly scheduled meetings, a direct line of communication among our directors, management, our internal auditors and our independent registered public accounting firm; • appoint our independent registered public accounting firm, evaluate its qualifications, independence and performance, and review its reports and other services, and has the right to terminate our independent registered public accounting firm; = Chair M = Member Committee Connors Dockendorff Fujimori Ja mes Ludwig Mah on ey Ro ux Sununu Wichmann Zane Audit MMMM Executive Compensation and Human Resources MMM Nominating and Governance |
The Nominating and Governance Committee met four times in 2018. Mr. Sununu, Ms. James, Mr. MacMillan and Ms. Zane are the current members of the Nominating and Governance Committee, each of whom is a non-employee director and meets the independence requirements of the NYSE.
As outlined in its written charter, the Nominating and Governance Committee has responsibility to, among other things:
The Nominating and Governance Committee is also responsible for reviewing with the Board, on an annual basis, the current size, structure and composition of the Board as a whole, and whether the Company is being well served by the current directors taking into account the following: the directors' degree of independence; business background, including any areas of particular expertise, such as accounting or related financial management expertise, marketing or technology; record of service (for incumbent directors), including attendance record; meeting preparation; overall contribution to the Board; employment status; gender; ethnicity; years of experience; availability for service to us; and our anticipated needs.
For information on the nomination process conducted by the Nominating and Governance Committee and our policies regarding stockholder nominations of directors, please see the Corporate Governance section titled "Director Nomination Process."
| • pre‐approve audit, audit‐related and non‐audit services performed for us by our independent registered public accounting firm; and • assist the Board in its oversight of financial, legal and regulatory compliance, including financial reporting, internal controls and financial risk exposure to the Company resulting from legal and regulatory compliance matters, and all other areas of compliance. The Audit Committee Report can be found on page [103] of this Proxy Statement. Executive Compensation and Human Resources Committee (Compensation Committee) Members: Number of Meetings in Fiscal 2021: 5 Donna A. James (Chair) Nelda J. Connors Edward J. Ludwig Yoshiaki Fujimori The Compensation Committee is, and was during 2021, composed exclusively of “independent directors,” as defined by the NYSE, including under the heightened independence standards applicable to compensation committee members and “non‐employee directors” within the meaning of Rule 16b‐3 promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act). Functions: As outlined in its written charter, the Compensation Committee has the responsibility to, among other things: • review recommendations and determine the corporate goals and objectives relative to the Chief Executive Officer’s compensation and evaluate the Chief Executive Officer’s performance against those goals and objectives; • determine and approve our Chief Executive Officer’s compensation; • review, oversee and determine (or make recommendations to the Board regarding) the total compensation package for our other executive officers; • review and approve all new employment, consulting, retirement, severance and change in control agreements, indemnification agreements and other arrangements proposed for our executive officers, except for employment agreements with the Chief Executive Officer or Chief Financial Officer, with respect to which it shall review and make recommendations to the Board, and periodically review and evaluate these arrangements for continuing appropriateness; • review and make recommendations to the Board regarding the compensation of our non‐employee directors; • adopt and periodically review a comprehensive statement of executive compensation philosophy, strategy and principles; • review and discuss with management how the Company’s compensation policies and programs for all of its employees may create incentives that can affect risk and the management of that risk, as well as whether the Company’s compensation programs are appropriately aligned with the Company’s risk management; and • exercise oversight responsibility for human capital management matters, such as compensation, engagement, talent recruitment and development, and company culture. 35 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.fa | Sequence: 3 CHKSUM Content: 10 Layout: 32788 Graphics: 1150 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Audit_Comm_Icon.eps V1.5 |
The Finance Committee met four times in 2018. Mr. Roux, Ms. Connors, Mr. Dockendorff and Mr. Fujimori are the current members of the Finance Committee. The primary role of the Finance Committee is to provide a forum within the Board to review our overall financing plans and long-term
strategic objectives, as well as our shorter-term acquisition and investment strategies and how these shorter-term activities fit within our overall business objectives.
As outlined in its written charter, the Finance Committee is charged with providing Board oversight of the financial management of the Company, approving strategic transactions for which the Board has delegated authority, making recommendations to the Board regarding larger transactions, and evaluating our financial strategies and policies. The Finance Committee has responsibility to, among other things:
The Compensation Committee may delegate its authority and duties to subcommittees or individual members of the Compensation Committee, as it deems appropriate in accordance with applicable laws and regulations. The Compensation Committee has delegated authority to our Chief Executive Officer to make equity grants to new hires and retention awards to existing employees who are not executive officers within predetermined guidelines. These grants are reviewed with the Compensation Committee at its next regularly scheduled meeting. The Compensation Committee may also delegate to the Executive Vice President, Human Resources, authority to make amendments to the Company’s benefit plans and Global Employee Stock Ownership Plan that she determines to be necessary to maintain compliance with applicable law and to make other technical amendments that do not materially increase the cost of the plans to the Company. Pursuant to its charter, the Compensation Committee has sole authority to retain or obtain advice from any compensation consultant, legal counsel or other advisor, as the Compensation Committee deems appropriate to assist the Committee in the performance of its duties, including the sole authority to approve the compensation and other terms and conditions of retention. Prior to any such retention, and on an annual basis, the Compensation Committee considers any factors relevant to such consultant’s, legal counsel’s or advisor’s independence from management, including the factors specified in the NYSE Corporate Governance Standards or other listing rules, to evaluate whether the services to be performed will raise any conflict of interest or compromise the independence of such consultant, legal counsel or advisor. Semler Brossy Consulting Group, LLC (Semler Brossy) served as the Compensation Committee’s independent compensation consultant in 2021. During 2021, the Compensation Committee instructed Semler Brossy to provide the following compensation services: • review and recommend the peer group of companies used in evaluating executive and director compensation; • provide information and commentary on executive and director compensation market trends; • collect and analyze market pay data on director and executive compensation; • review and provide commentary and recommendations on our executive and director compensation arrangements in comparison to market; and • review and provide commentary on our proxy disclosures and management proposals concerning executive pay. For additional information regarding the services provided by Semler Brossy, please see the Compensation Discussion & Analysis section. In 2021, Semler Brossy and its affiliates did not provide additional services to the Company other than at the request of the Compensation Committee. After review and consultation with Semler Brossy, the Compensation Committee determined that Semler Brossy is independent, and there is no conflict of interest resulting from retaining Semler Brossy currently or during 2021. In reaching these conclusions, the Compensation Committee considered the factors set forth in the SEC rules and the NYSE listing standards. In accordance with its annual review of its compensation consultant engagement, the Compensation Committee will evaluate the engagement of Semler Brossy in May 2022. The Compensation Committee Report can be found on page [76] of this Proxy Statement. 36 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.fa | Sequence: 4 CHKSUM Content: 52807 Layout: 60585 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
Nominating and Governance Committee Members: Number of Meetings in Fiscal 2021: 4 David J. Roux (Chair) Donna A. James Edward J. Ludwig Ellen M. Zane Each member is a non‐employee director and meets the independence requirements of the NYSE. Functions: As outlined in its written charter, the Nominating and Governance Committee has responsibility to, among other things: • recommend nominees for election and re‐election to the Board; • ensure that Board nominees are qualified and consistent with our needs; • monitor significant developments in the law and practice of corporate governance for directors of public companies; • recommend Board committee assignments; • review and recommend Board policies and procedures; • review political contributions made by the Company; • monitor compliance with our stock ownership guidelines and with our related party transactions and board service policies; • oversee the Board and each committee of the Board in their annual performance self‐evaluations; • recommend to the Board candidates for Chair and Chief Executive Officer; • review and assess a succession plan for the Chief Executive Officer; and • monitor developments and oversee the Company’s practices and policies related to environmental and social issues, and other matters impacting the Company’s standing as a responsible corporate citizen. The Nominating and Governance Committee is also responsible for reviewing with the Board, on an annual basis, the current size, structure and composition of the Board as a whole, and whether the Company is being well served by the current directors taking into account the following: the directors’ degree of independence; business background, including any areas of particular expertise, such as accounting or related financial management expertise, marketing or technology; record of service (for incumbent directors), including attendance record; meeting preparation; overall contribution to the Board; employment status; gender; ethnicity; years of experience; availability for service to us; and our anticipated needs. For information on the nomination process conducted by the Nominating and Governance Committee and our policies regarding stockholder nominations of directors, please see the Corporate Governance section titled “Director Nomination Process.” 37 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.fa | Sequence: 5 CHKSUM Content: 35637 Layout: 60323 Graphics: 1150 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Audit_Comm_Icon.eps V1.5 |
Risk Committee Members: Number of Meetings in Fiscal 2021: 4 John E. Sununu (Chair) Nelda J. Connors Charles J. Dockendorff David S. Wichmann Functions: As outlined in its written charter, the Risk Committee is charged with providing Board oversight of matters relating to (i) the enterprise‐wide approach to risk management, (ii) regulatory compliance, (iii) the quality and safety of our products, and (iv) our insurance program. The Risk Committee has responsibility to, among other things: • review our guidelines, processes and policies to monitor, assess, evaluate and manage risk; • review regular reports from management on matters relating to strategic and operational initiatives, financial performance and legal developments, which are each integrated with enterprise‐risk exposures; • review, at least annually, the significant non‐financial compliance matters, including significant legal or regulatory compliance risks; • review the adequacy and effectiveness of our strategies and practices with respect to (i) compliance with laws and regulations administered by applicable state, local and foreign agencies, (ii) the safety and quality of our products, and (iii) other material aspects of our quality and compliance functions; • conduct periodic review of reports regarding significant compliance matters from the senior executives in charge of our internal quality program and compliance functions, including (i) our efforts to comply with key mandates of applicable state, local and foreign agencies, and (ii) the results of quality and quality system assessments; • stay informed of major regulatory changes both domestically and internationally to ensure we are poised to meet new standards; and • review our insurance programs at least annually and make recommendations to the Board when appropriate. Compensation Committee Interlocks and Insider Participation The members of our Compensation Committee during 2021 were Ms. Connors, Ms. James, Mr. Fujimori and Mr. Ludwig. None of these Compensation Committee members is or has ever been an officer or employee of our Company. During 2021, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. In 2021, none of our executive officers served on the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of the Company. 38 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.fa | Sequence: 6 CHKSUM Content: 12067 Layout: 7509 Graphics: 1150 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Audit_Comm_Icon.eps V1.5 |
The members of our Compensation Committee during 2018 were Ms. Connors, Ms. James, Mr. Ludwig and Mr. MacMillan. None of these Compensation Committee members is or has ever been an officer or employee of our Company. During 2018, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. In 2018, none of our executive officers served on the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of the Company.
Elements of Director Compensation The Compensation Committee evaluates the appropriate level and form of compensation for non‐employee directors at least annually and recommends changes to our Board when appropriate. Non‐employee directors receive a combination of cash and equity compensation for their service on our Board. To determine the level of compensation for 2021, the Compensation Committee relied on the consulting services of Semler Brossy, as well as publicly available data describing director compensation in our peer group companies, to establish an appropriate and competitive level of compensation. The Compensation Committee generally aims to provide a level of compensation that is competitive with the median of peer and other similar companies. The Compensation Committee also took into consideration the significant amount of time and dedication required by our directors to fulfill their duties on our Board and Board committees as well as the need to continue to attract highly qualified candidates to serve on our Board. Our director compensation is as follows. Non-Employee Directors For their service for the annual term beginning on the date of the 2021 annual meeting of stockholders, the non‐ employee director compensation program is described below and in the following sections: • an annual cash retainer of $115,000; • an annual grant of equity with a value of $205,000; • an annual cash fee of $20,000 for the chair of each of our Board committees, other than the chair of our Audit Committee; • an annual cash fee of $25,000 for the chair of our Audit Committee; and • an annual cash fee of $40,000 to our Lead Independent Director. For their service for the annual term beginning on the date of the 2020 Annual Meeting of Stockholders, our non‐ employee directors received the compensation set forth above, except with respect to the annual grant of equity, which for that term was $185,000. The increase in value of the annual equity grant was based primarily on a competitive assessment of non‐employee director pay. The annual equity grants are made on the date of each annual meeting of stockholders. If a non‐employee director is appointed to the Board on a date other than the annual meeting of stockholders, an equity grant in an amount equal to the then‐current non‐employee director annual award, prorated for the period from the effective date of the appointment to the next annual meeting of stockholders, is made on the first trading day of the month following the month in which the new director was appointed to the Board. Such awards made to new non‐ employee directors become free from restriction upon the expiration of the new director’s current term of office on the date of the annual meeting of stockholders immediately following the date of grant, subject to the director’s continuation of service during such term. Additionally, if a non‐employee director is appointed to the Board on a date other than the annual meeting of stockholders, the annual cash retainer for such director will be prorated for the time period from the effective date of the appointment to the next annual meeting of stockholders. 2021 Compensation 39 DIRECTOR COMPENSATION Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.fa | Sequence: 7 CHKSUM Content: 2758 Layout: 43683 Graphics: 17199 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps V1.5 |
| Each non‐employee director receives the annual cash retainer and fees on a quarterly basis. For 2021, each non‐ employee director could elect to receive all or a portion of his or her cash compensation as one or both of two equity alternatives, each to vest on the date of the annual meeting of stockholders immediately following the date of grant, subject to the director’s continuation of service during such term: (i) restricted stock valued based on the closing price of our common stock on the date of grant; and (ii) deferred stock units, valued based on the closing price of our common stock on the date of grant (with shares of our common stock to be issued only after a director’s separation from Board service in accordance with the Boston Scientific Non‐Employee Director Deferred Compensation Plan, as amended and restated, effective January 1, 2014 (the 2014 Non‐Employee Director Deferred Compensation Plan)). Each non‐employee director could also choose to defer receipt of all or a portion of his or her annual cash compensation under the 2014 Non‐Employee Director Deferred Compensation Plan, as described further below. The annual equity grants are made on the date of each annual meeting of stockholders and are subject to the terms and conditions of our Amended and Restated 2011 Long‐Term Incentive Plan (2011 LTIP). In 2021, each non‐employee director could elect to receive his or her annual equity award as one or both of the following two equity compensation alternatives, each to vest on the date of the annual meeting of stockholders immediately following the date of grant, subject to the director’s continuation of service during such term: (i) restricted stock valued based on the closing price of our common stock on the date of grant; and (ii) deferred stock units valued based on the closing price of our common stock on the date of grant (with shares of our common stock to be issued only after a director’s separation from Board service in accordance with the 2014 Non‐Employee Director Deferred Compensation Plan). At the 2020 Annual Meeting of Stockholders, our stockholders voted to approve an amendment and restatement of the 2011 LTIP, which, among other changes, provided that a reasonable annual limit would be imposed on the cash and equity compensation that may be granted or paid to any non‐employee director during a calendar year so that the accounting value of equity awards, when aggregated with cash compensation, granted to a non‐ employee director in any calendar year does not exceed $600,000. Employee Directors Directors who are also employees of the Company receive no compensation for serving on the Board or committees. Other Payments and Benefits We pay for, or reimburse our directors for, transportation, hotel, meals and other incidental expenses incurred in connection with their performance of services for us, including attending Board and committee meetings and participating in director education programs. Our corporate aircraft is made available to our directors for travel to and from our Board meetings, as well as for certain other Company business travel. We also extend directors’ and officers’ indemnity insurance coverage to each of our directors. Cash Compensation Equity Compensation Amendment and Restatement of 2011 LTIP 40 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.fa | Sequence: 8 CHKSUM Content: 21411 Layout: 2446 Graphics: 12273 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps, 3423-2_Direct_Icon.eps V1.5 |
The Compensation Committee evaluates the appropriate level and form of compensation for non-employee directors at least annually and recommends changes to our Board when appropriate. Non-employee directors receive a combination of cash and equity compensation for their service on our Board. To determine the level of compensation for 2018, the Compensation Committee relied on the consulting services of Semler Brossy, as well as publicly available data describing director compensation in our peer group companies, to establish an appropriate and competitive level of compensation. The Compensation Committee generally aims to provide a level of compensation that is competitive with the median of peer and other similar companies. The Compensation Committee also took into consideration the significant amount of time and dedication required by our directors to fulfill their duties on our Board and Board committees as well as the need to continue to attract highly qualified candidates to serve on our Board. Our director compensation is as follows:
Non-Employee Directors
2018 Compensation
For their service for the annual term beginning on the date of the 2018 annual meeting of stockholders, we have compensated our non-employee directors as described below and in the following sections:
The annual equity grants are made on the date of each annual meeting of stockholders. If a non-employee director is appointed to the Board on a date other than the annual meeting of stockholders, an equity grant in an amount equal to the then-current non-employee director annual award, prorated for the time period from the effective date of the appointment to the next annual meeting of stockholders, is made on the first trading day of the month following the month in which the new director was appointed to the Board. Such awards made to new non-employee directors become free from restriction upon the expiration of the new director's current term of office on the date of the annual meeting of stockholders immediately following the date of grant, subject to the director's continuation of service during such term. Additionally, if a non-employee director is appointed to the Board on a date other than the annual meeting of stockholders, the annual cash retainer for such director will be prorated for the time period from the effective date of the appointment to the next annual meeting of stockholders.
For their service for the annual term beginning on the date of the 2017 annual meeting of stockholders, the annual cash retainer was $100,000 and the annual cash fee for the chair of our Audit
Committee was $20,000. In November 2017, and effective from the 2018 annual meeting of stockholders, the Compensation Committee removed stock options from the equity alternatives that were available to directors to receive as all or a portion of their cash compensation or annual equity grant.
Cash Compensation
Each non-employee director receives the annual cash retainer and fees on a quarterly basis. For 2018, each non-employee director could elect to receive all or a portion of his or her cash compensation as one or both of two equity alternatives, each to vest on the date of the annual meeting of stockholders immediately following the date of grant, subject to the director's continuation of service during such term: (i) restricted stock valued based on the closing price of our common stock on the date of grant; and (ii) deferred stock units, valued based on the closing price of our common stock on the date of grant (with shares of our common stock to be issued only after a director's separation from Board service in accordance with the Boston Scientific Non-Employee Director Deferred Compensation Plan, as amended and restated, effective January 1, 2014 (the 2014 Non-Employee Director Deferred Compensation Plan)). Each non-employee director could also choose to defer receipt of all or a portion of his or her annual cash compensation under the 2014 Non-Employee Director Deferred Compensation Plan, as described further below.
Equity Compensation
The annual equity grants are made on the date of each annual meeting of stockholders and are subject to the terms and conditions of our 2011 Long-Term Incentive Plan (2011 LTIP). In 2018, each non-employee director could elect to receive his or her annual equity award as one or both of the following two equity compensation alternatives, each to vest on the date of the annual meeting of stockholders immediately following the date of grant, subject to the director's continuation of service during such term: (i) restricted stock valued based on the closing price of our common stock on the date of grant; and (ii) deferred stock units valued based on the closing price of our common stock on the date of grant (with shares of our common stock to be issued only after a director's separation from Board service in accordance with the 2014 Non-Employee Director Deferred Compensation Plan).
Employee Directors
Directors who are also employees of the Company receive no compensation for serving on the Board or its committees.
Other Payments and Benefits
We pay or reimburse our directors for transportation, hotel, meals and other incidental expenses incurred in connection with their performance of services for us, including attending Board and committee meetings and participating in director education programs. Our corporate aircraft is made available to our directors for travel to and from our Board meetings, as well as for certain other Company business travel. We also extend directors' and officers' indemnity insurance coverage to each of our directors.
Non-Employee Director Deferred Compensation Plans
Each non-employee director may, by written election, defer receipt of all or a portion of the annual cash retainer, annual cash committee chair fees and equity compensation under our 2014 Non-Employee Director Deferred Compensation Plan. Cash amounts deferred can be invested in
deemed investment options in which we credit the amount deferred plus any earnings from the chosen investment options. Investment options under the plan are generally the same as those offered under the Company's 401(k) Plan through Vanguard, except that, among other things, directors may not elect to invest in the BSC Stock Fund. Deferred cash amounts are payable, at the non-employee director's written election, in either a lump-sum or in annual installments after a director's separation from Board service or in a lump-sum on an earlier fixed date (in all cases in accordance with the plan).
Director Stock Ownership Guidelines
We believe the stock ownership requirements for our non-employee directors align the interests of our directors with the long-term interests of our stockholders. Our director stock ownership guidelines provide that each non-employee director should own shares with a value equal to at least five times the director annual cash retainer within five years of his or her joining the Board. For purposes of satisfying this obligation, stock units and stock or stock unit deferrals under a Company deferred compensation plan may be included in the aggregate number of shares held by a director. All of our non-employee directors who have served five years or more currently meet our director stock ownership guidelines. The Nominating and Governance Committee monitors compliance with these guidelines on an annual basis. For information regarding the stock ownership guidelines applicable to our Chairman and Chief Executive Officer, please see the Compensation Discussion & Analysis section titled"Executive Stock Ownership Guidelines."
Non-Employee Director Deferred Compensation Plan Each non‐employee director may, by written election, defer receipt of all or a portion of the annual cash retainer, annual cash committee chair fees and equity compensation under our 2014 Non‐Employee Director Deferred Compensation Plan. Eligible directors may elect to defer payment of all or a portion of cash and equity compensation, in increments of 25%, as deferred stock units, to be released upon a director’s separation from Board service. Director Stock Ownership Guidelines We believe the stock ownership requirements for our non‐employee directors align the interests of our directors with the long‐term interests of our stockholders. Our director stock ownership guidelines provide that each non‐ employee director should own shares with a value equal to at least five times the director annual cash retainer within five years of joining the Board. For purposes of satisfying this obligation, stock units and stock or stock unit deferrals under a Company deferred compensation plan may be included in the aggregate number of shares held by a director. All of our non‐employee directors currently meet our director stock ownership guidelines. The Nominating and Governance Committee monitors compliance with these guidelines on an annual basis. For information regarding the stock ownership guidelines applicable to our Chairman and Chief Executive Officer, please see the Compensation Discussion & Analysis section titled “Executive Stock Ownership Guidelines.” Director Compensation Table |
The table below summarizes the compensation paid or earned by our non-employee directors for the year ended December 31, 2018.
Name(1) | Fees Earned or Paid in Cash ($)(2)(3) | Stock Awards ($)(2)(4)(5) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | |||||
---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |
Nelda J. Connors | 110,000 | 184,981 | 2,497 | — | 297,478 | |||||
Charles J. Dockendorff | 133,333 | 184,981 | — | — | 318,314 | |||||
Yoshiaki Fujimori | 110,000 | 184,981 | — | — | 294,981 | |||||
Donna A. James | 125,000 | 184,981 | — | — | 309,981 | |||||
Edward J. Ludwig | 155,000 | 184,981 | — | 228 | 340,209 | |||||
Stephen P. MacMillan | 110,000 | 184,981 | — | — | 294,981 | |||||
David J. Roux | 130,000 | 184,981 | — | 527 | 315,508 | |||||
John E. Sununu | 130,000 | 184,981 | — | 183 | 315,164 | |||||
Ellen M. Zane | 110,000 | 184,981 | — | — | 294,981 |
The table below summarizes the compensation paid or earned by our non‐employee directors for the year ended December 31, 2021. Change in Pension Value and Fees Non-Qualified Earned or Deferred Paid in Stock Compensation All Other Cash Awards Earnings Compensation Total Name(1) ($)(2)(3) ($)(2)(4)(5) ($)(6) ($) ($) Nelda J. Connors 115,000 205,000 5,418 — 325,418 Charles J. Dockendorff 140,000 205,000 — — 345,000 Yoshiaki Fujimori 115,000 205,000 — — 320,000 Donna A. James 135,000 205,000 — — 340,000 Edward J. Ludwig 155,000 205,000 — — 360,000 Stephen P. MacMillan(7) 39,492 — — — 39,492 David J. Roux 135,000 205,000 — — 340,000 John E. Sununu 135,000 205,000 — — 340,000 David S. Wichmann(8) 60,490 177,489 — — 237,979 Ellen M. Zane 115,000 205,000 — — 320,000 (1) | Mr. Mahoney, the Chairman of our Board, President and Chief Executive Officer, is not included in this table because Mr. Mahoney did not receive any compensation for his services as a director in | |
(2) | The |
Compensation. For a description of the assumptions used for purposes of determining grant date fair value, please see |
2021. (3) |
Name | Equity Award | Grant Date | Number of Units(#) | Grant Date Fair Value($) | Vesting Date | |||||
---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |
Edward J. Ludwig | Restricted Stock | May 10, 2018 | 2,559 | 77,487 | May 9, 2019 | |||||
Stephen P. MacMillan | Deferred Stock Units | May 10, 2018 | 3,797 | 114,973 | May 9, 2019 |
Stockholders, and, in the case of Mr. Wichmann, for the portion of such term following the date of his appointment to the Board. Number of Grant Date Name Equity Award Grant Date Units(#) Fair Value($) Vesting Date Nelda J. Connors Restricted Stock May 6, 2021 1,335 57,500 May 5, 2022 Charles J. Dockendorff Restricted Stock May 6, 2021 2,439 105,100 May 5, 2022 David S. Wichmann Deferred Stock Units July 1, 2021 2,296 99,600 May 5, 2022 (4) | Each | |
The award to Mr. Wichmann represents the annual equity award for the 2021 term prorated for the period from the effective date of his appointment to the date of the 2022 Annual Meeting of Stockholders. The annual equity awards to our directors during |
Name | Equity Award | Grant Date | Number of Shares/ Units(#) | Grant Date Fair Value($) | Vesting Date | |||||
---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |
Nelda J. Connors | Restricted Stock | May 10, 2018 | 6,109 | 184,981 | May 9, 2019 | |||||
Charles J. Dockendorff | Restricted Stock | May 10, 2018 | 6,109 | 184,981 | May 9, 2019 | |||||
Yoshiaki Fujimori | Deferred Stock Units | May 10, 2018 | 6,109 | 184,981 | May 9, 2019 | |||||
Donna A. James | Restricted Stock | May 10, 2018 | 6,109 | 184,981 | May 9, 2019 | |||||
Edward J. Ludwig | Restricted Stock | May 10, 2018 | 6,109 | 184,981 | May 9, 2019 | |||||
Stephen P. MacMillan | Deferred Stock Units | May 10, 2018 | 6,109 | 184,981 | May 9, 2019 | |||||
David J. Roux | Restricted Stock | May 10, 2018 | 6,109 | 184,981 | May 9, 2019 | |||||
John E. Sununu | Restricted Stock | May 10, 2018 | 6,109 | 184,981 | May 9, 2019 | |||||
Ellen M. Zane | Restricted Stock | May 10, 2018 | 6,109 | 184,981 | May 9, 2019 |
Number of Shares/ Grant Date Name Equity Award Grant Date Units(#) Fair Value($) Vesting Date Nelda J. Connors Restricted Stock May 6, 2021 4,763 205,000 May 5, 2022 Charles J. Dockendorff Restricted Stock May 6, 2021 4,763 205,000 May 5, 2022 Yoshiaki Fujimori Deferred Stock Units May 6, 2021 4,763 205,000 May 5, 2022 Donna A. James Deferred Stock Units May 6, 2021 4,763 205,000 May 5, 2022 Edward J. Ludwig Deferred Stock Units May 6, 2021 4,763 205,000 May 5, 2022 David J. Roux Restricted Stock May 6, 2021 4,763 205,000 May 5, 2022 John E. Sununu Restricted Stock May 6, 2021 4,763 205,000 May 5, 2022 David S. Wichmann Deferred Stock Units July 1, 2021 4,093 177,489 May 5, 2022 Ellen M. Zane Restricted Stock May 6, 2021 4,763 205,000 May 5, 2022 The outstanding Restricted Stock, Restricted Stock Deferred and Deferred Stock Units held by the |
Name | Outstanding Restricted Stock | Outstanding Deferred Stock Units and Restricted Stock Deferred | ||
---|---|---|---|---|
| | | | |
Nelda J. Connors | 6,109 | 77,569 | ||
Charles J. Dockendorff | 6,109 | — | ||
Yoshiaki Fujimori | — | 13,121 | ||
Donna A. James | 6,109 | 8,494 | ||
Edward J. Ludwig | 8,668 | 18,502 | ||
Stephen P. MacMillan | — | 37,602 | ||
David J. Roux | 6,109 | — | ||
John E. Sununu | 6,109 | 81,757 | ||
Ellen M. Zane | 6,109 | — |
Outstanding Deferred Outstanding Stock Units and Restricted Name Restricted Stock Stock Deferred Nelda J. Connors 6,098 77,569 Charles J. Dockendorff 7,202 — Yoshiaki Fujimori — 27,874 Donna A. James — 23,247 Edward J. Ludwig — 37,436 David J. Roux 4,763 — John E. Sununu 4,763 81,757 David S. Wichmann — 6,389 Ellen M. Zane 4,763 — For more information on the beneficial ownership of our directors, please see the section titled |
(5) | The outstanding, unexercised stock options at December 31, |
Outstanding Name | Stock Options | |
---|---|---|
Edward J. Ludwig | 16,818 | |
|
(6) | The amounts in this column represent the |
Our Executive Officers As of March 11, 2022, our executive officers were: Name Age Title Michael F. Mahoney 57 Chairman of the Board, President and Chief Executive Officer Daniel J. Brennan 56 Executive Vice President and Chief Financial Officer Vance R. Brown 52 Senior Vice President, General Counsel, Corporate Secretary Arthur C. Butcher 51 Executive Vice President and President, Asia Pacific Wendy Carruthers 53 Executive Vice President, Human Resources Jodi Euerle Eddy 49 Senior Vice President and Chief Information and Digital Officer Joseph M. Fitzgerald 58 Executive Vice President and President, Cardiology Edward F. Mackey 59 Executive Vice President, Global Operations Professor Ian T. Meredith AM 65 Executive Vice President and Global Chief Medical Officer Jeffrey B. Mirviss 56 Executive Vice President and President, Peripheral Interventions Maulik Nanavaty 60 Senior Vice President and President, Neuromodulation Scott Olson 52 Senior Vice President and President, Cardiac Rhythm Management and Diagnostics David A. Pierce 58 Executive Vice President and President, MedSurg and President, Endoscopy Meghan Scanlon 49 Senior Vice President and President, Urology and Pelvic Health John Bradley Sorenson 54 Senior Vice President, Global Supply Chain Eric Thépaut 60 Executive Vice President and President, Europe, Middle East and Africa 44 EXECUTIVE OFFICERS Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ga | Sequence: 1 CHKSUM Content: 56072 Layout: 31258 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: C100 M84 Y30 K16, ~note-color 2, Black GRAPHICS: none V1.5 |
Biographical Information About Our Executive Officers For Michael F. Mahoney, please see his biography in Proposal 1: Election of Directors. Daniel J. Brennan is our executive vice president and chief financial officer, a position he has held since January 2014. In this role, he is responsible for several company functions, including global controllership, global internal audit, corporate finance, treasury, corporate tax, investor relations, and corporate business development. Prior to that, he was the Company’s senior vice president and corporate controller, a role he served in from January 2010 to January 2014. Since joining Boston Scientific in December 1996, Mr. Brennan has held roles with increased responsibilities, including vice president and assistant corporate controller, vice president of finance and information technology for worldwide financial and strategic planning, investor relations, international finance and Cardiovascular, group controller of the non‐vascular business and controller of the Meditech Vascular business. Mr. Brennan is also the Co‐Chair of our Global Council for Inclusion. He holds a B.S. degree in Finance and Investments and an M.B.A from Babson College. Mr. Brennan is also a certified public accountant. He is a former member of the Board of Directors of Nuance Communications and the Board of Overseers of Babson College. Vance R. Brown is our senior vice president, general counsel and corporate secretary, a position he has held since June 2021. In this role, he is responsible for providing global legal leadership across all of our businesses, regions and functions, and for overseeing the Company’s global compliance function. Prior to this role, Mr. Brown served as our vice president, chief corporate counsel and assistant secretary, a position he held from 2010 to June 2021. In that role, he was responsible for leadership and oversight over our international legal teams and various corporate legal functions, including mergers and acquisitions, venture capital, corporate governance and securities. Prior to that, Mr. Brown held a variety of Legal and Compliance roles of increasing responsibility for the Company. Also, Mr. Brown is a member of our Global Council for Inclusion. Before joining Boston Scientific, he was an attorney with Skadden, Arps, Slate, Meagher and Flom. He earned his B.A. from University of Western Ontario and his J.D. from Harvard Law School. Arthur C. Butcher is our executive vice president and president, Asia Pacific, a position he has held since February 2020. In this role, he is responsible for commercialization of our full portfolio of products across all divisions in the |
Wendy Carruthers is our executive vice president, human resources, a position she has held since February 2022. In this role, she is responsible for overseeing the Company’s human resources activities globally, including human resources operations and services, total rewards, talent management, diversity and inclusion and community engagement. Prior to her current role, Ms. Carruthers served as senior vice president, human resources, from December 2012 until February 2022, the head of human resources on an interim basis from August 2012 to November 2012, as well as |
Joseph M. Fitzgerald is our executive vice president and president, Cardiology, a position he has held since January 2022. In this role, he is responsible for developing and bringing to market rhythm management technologies and innovative solutions that diagnose and treat coronary artery disease and structural heart disorders. He previously served as executive vice president and president, Interventional Cardiology, from July 2020 to January 2022, executive vice president and president, Rhythm Management, from February 2014 until July 2020, and senior vice president and president, Cardiac Rhythm Management from July 2011 until February 2014. Prior to that, he was senior vice president and president, Endovascular from February 2010 until July 2011 and president and general manager of Peripheral Interventions and president of Electrophysiology. Mr. Fitzgerald held a variety of management positions in our Neurovascular and Peripheral Interventions businesses. These included numerous regional and divisional sales management assignments up to and including his roles as vice president, global marketing for the Neurovascular business and vice president of U.S. sales for the Neurovascular business. Mr. Fitzgerald is a member of our Global Council for Inclusion and is executive sponsor of our Women’s Network employee resource group. Prior to joining Boston Scientific in 1990 as a sales representative, Mr. Fitzgerald was with Anheuser Busch, Inc., where he held a variety of sales, marketing and training assignments. Mr. Fitzgerald holds a B.S. in Business from Indiana University and an M.B.A. from Southern Illinois University with a concentration in Marketing and Finance. Edward F. Mackey is our executive vice president, Global Operations, a position he has held since February 2015. In this role, he is responsible for global manufacturing and supply chain, quality and regulatory affairs, IT, global business services, global business excellence, and corporate |
Professor Ian T. Meredith AM is our executive vice president and global chief medical officer, a position he has held since January 2017. In this role, he is responsible for leading clinical science and medical affairs across Boston Scientific and providing global leadership of the Company’s clinical trial strategy. Professor Meredith serves on our Global Council for Inclusion and is an executive sponsor for our PEARL employee resource group, which is a network of employees with an Asia‐Pacific focus. Prior to joining Boston Scientific, Professor Meredith served as professor and director of MonashHeart, and executive director of the Monash Cardiovascular Research Centre at Monash University in Melbourne, Australia, from September 2005 to December 2016. Professor Meredith has over 25 years of experience as a clinical and interventional cardiologist and also served as director of the Cardiac Catheterization Laboratories and Interventional Cardiology. Professor Meredith has been a member of the Board of the National Heart Foundation (Australia) and a member of the Cardiac Society of Australia and New Zealand National Board. Professor Meredith received a Ph.D. from the Baker Institute in Melbourne and an Order of Australia (AM) in the General Division for service to medicine in the field of cardiology as a clinician and researcher. In 2019, Professor Meredith received a Doctor laws honoris causa from Monash University for distinguished and exceptional service to the field of medicine and healthcare. Jeffrey B. Mirviss is our executive vice president and president, Peripheral Interventions, a position he has held since February 2020. In this role, he is responsible for developing and bringing to market innovative solutions for treating patients with arterial and venous system blockages and cancer. Prior to his current role, he was our senior vice president and president, Peripheral Interventions, from January 2013 until January 2020, and president, Peripheral Interventions from July 2011 to January 2013. Mr. Mirviss has more than 31 years of experience in medical device and pharmaceutical general management, marketing and sales. Since joining Boston Scientific in 1997, Mr. Mirviss also served as our vice president, Group Global Marketing, Cardiology, Rhythm and Vascular and vice president, Global Cardiology Marketing. Mr. Mirviss is a member of our Global Council for Inclusion and is the executive sponsor of our BRIDGE employee resource group, an organization dedicated to recruitment, development, and retention of Black employees. Prior to joining Boston Scientific, Mr. Mirviss worked for companies ranging in size from a pre‐revenue venture‐backed medical device startup to Dow 30 companies. He holds a Bachelor’s degree from the University of Minnesota and an M.B.A. from the University of St. Thomas. 48 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ga | Sequence: 5 CHKSUM Content: 34805 Layout: 11642 Graphics: 34466 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: jeffrey_mirviss_fpo_4c_pht.eps, professorlan_meredith_fpo_4c_pht.eps V1.5 |
Maulik Nanavaty is our senior vice president and president, Neuromodulation, a position he has held since September 2011. In this role, he is responsible for developing and bringing to market innovative, less‐invasive microelectronic implantable technologies used to treat chronic neuropathic pain and neurological diseases such as Parkinson’s disease and other chronic conditions. Prior to his current role, Mr. Nanavaty was our president of Boston Scientific Japan from December 2007 to September 2011; he also served as vice president and general manager, Interventional Cardiology, Boston Scientific Japan, from January 2007 to November 2007. Mr. Nanavaty joined Boston Scientific in 2005 as vice president, corporate strategy, Boston Scientific Japan. Mr. Nanavaty is a member of our Global Council for Inclusion and is the executive sponsor of our SAIL employee resource group, which advances professional development, business growth and corporate citizenship for South Asian employees, patients, physicians and communities. Prior to joining Boston Scientific, Mr. Nanavaty spent 16 years working in various executive positions at Baxter International, Inc. and Baxter Japan. Mr. Nanavaty serves on the Board of Directors of Rani Therapeutics, a company specializing in technology for oral delivery of biologic drugs. Mr. Nanavaty earned a Ph.D. in Pharmaceutical Sciences from the University of Illinois and an M.B.A. from the University of Chicago. Scott Olson is our senior vice president and president, Cardiac Rhythm Management and Diagnostics, a position he has held since January 2022. In his current role, Mr. Olson is responsible for developing and bringing to market the most advanced and least invasive rhythm management and diagnostic technologies. Prior to his current role, he served as senior vice president and president, Rhythm Management from July 2020 to January 2022, and senior vice president and commercial general manager for our Rhythm Management organization, with responsibility for Rhythm Management global marketing, U.S. sales and commercial operations, from February 2017 to July 2020. Mr. Olson joined Guidant Corporation in 1998, where he held a number of sales positions of increasing responsibility. Following the acquisition of Guidant by Boston Scientific, Mr. Olson held a variety of leadership positions within the Boston Scientific Rhythm Management organization, including vice president of marketing for Cardiology, Rhythm and Vascular and vice president of global marketing of Cardiac Rhythm Management. He has also helped shape our Rhythm Management global commercial organizational model into three franchises: Cardiac Rhythm Management, Electrophysiology, and Cardiac Diagnostics and Monitoring, while leading our portfolio strategy, creating alignment and overall effectiveness to drive success. Mr. Olson is also a member of our Global Council for Inclusion. Mr. Olson earned a B.S. and M.B.A from Indiana University, Bloomington. 49 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ga | Sequence: 6 CHKSUM Content: 59868 Layout: 2342 Graphics: 20454 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: scott_olson_fpo_4c_pht.eps, maulik_nanavaty_fpo_4c_pht.eps V1.5 |
David A. Pierce is our executive vice president and president, MedSurg a position he has held since April 2018, and president, Endoscopy, a role he has held since February 2020. In this role, he has direct responsibility for the Endoscopy business, corporate marketing and market access, and corporate sales operations, as well as oversight responsibility for the Urology and Pelvic Health business. Prior to his current role, Mr. Pierce served as the Senior Vice President and President, Urology and Pelvic Health from July 2016 to April 2018. In that role, he developed and executed strategies to bring to market industry‐leading solutions for treating patients with urological, urogynecological and gynecological diseases. Previously, Mr. Pierce served as senior vice president and president, Endoscopy from 2011 to 2016, and vice president, marketing for Endoscopy as well as group marketing director in |
John Bradley Sorenson is our senior vice president, global supply chain, a position he has held since September 2021. In this role, he is responsible for the global manufacturing and distribution of our products. Prior to his current role, he served as senior vice president, manufacturing and supply chain, from November 2014 to September 2021, and as multi‐site vice president, operations from 2008 to 2014. Mr. Sorenson has held a variety of operations positions at Boston Scientific, supporting the Cardiac Rhythm Management, Neuromodulation, Interventional Cardiology, Peripheral Interventions and Structural Heart businesses and has more than 20 years of medical device manufacturing experience. He is a member of our Global Council for Inclusion and serves as the executive sponsor for our Young Professionals Network employee resource group. Before joining Boston Scientific, he was president and chief operating officer of QRS Diagnostic and held manufacturing management positions at Federal Cartridge. Mr. Sorenson earned a B.A. in Economics from Gustavus Adolphus College and an M.B.A. from the University of Minnesota. Eric Thépaut is our executive vice president and president, Europe, Middle East and Africa, a position he has held since February 2020. Prior to his current role, he was senior vice president and president, Europe, Middle East and Africa from December 2017 to January 2020, and senior vice president and president, Europe from January 2015 to December 2017. He also served as vice president Interventional Cardiology & Structural Heart, Europe, from December 2012 to December 2015. He joined Boston Scientific Europe, in 1996, as a business finance manager and earned roles of increasing responsibility in marketing and finance including vice president, Finance, Europe, general manager and vice president, France, and general manager and vice president of the France Group, comprised of France, Benelux and Middle East North Africa. Mr. Thépaut is a member of our Global Council for Inclusion. Before joining Boston Scientific, Mr. Thépaut held management positions in treasury operations and auditing at Nestlé and financial planning and analysis at Apple, Inc. (then Apple Computer, Inc.). Mr. Thépaut earned his M.B.A. at Paris Dauphine University. 51 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ga | Sequence: 8 CHKSUM Content: 23472 Layout: 22621 Graphics: 6091 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: eric_thepaut_fpo_4c_pht.eps, john_bradley_fpo_4c_pht.eps V1.5 |
Security Ownership of Principal Stockholders Set forth below are stockholders known by us to be the beneficial owner of more than 5% of our Common Stock, $0.01 par value, as of March 11, 2022. As of March 11, 2022, there were 1,429,447,209 shares of our common stock outstanding. Number of Shares Percent of Shares Name and Address Beneficially Owned Outstanding BlackRock, Inc. 127,917,655(1) 9.0% 55 East 52nd Street, New York, NY 10055 The |
Security Ownership of Directors and Executive Officers The following table shows, as of March 11, 2022, the amount of our common stock beneficially owned by: • our directors and director nominees; • our executive officers named in the Summary Compensation Table; and • all of our directors and executive officers as a group. “Beneficial ownership” includes those shares of our common stock the reporting person has the power to vote or transfer, stock options that are currently exercisable or exercisable within 60 days, and deferred stock units that may vest within 60 days. Unless otherwise indicated, the persons named below have sole voting and investment power over the shares listed. Number of Shares Percent of Shares Name Beneficially Owned Outstanding Nelda J. Connors(1) 139,099 * Charles J. Dockendorff(2) 80,405 * Yoshiaki Fujimori(3) 27,874 * Donna A. James(4) 45,126 * Edward J. Ludwig(5) 90,751 * David J. Roux(6) 64,768 * John E. Sununu(7) 122,675 * David S. Wichmann(8) 6,389 * Ellen M. Zane(9) 36,806 * Michael F. Mahoney(10) 4,469,264 * Daniel J. Brennan(11) 608,023 * Joseph M. Fitzgerald(12) 1,059,262 * Jeffrey B. Mirviss(13) 380,021 * David A. Pierce(14) 249,729 * All directors and executive officers as a group 9,436,470 * (25 persons)(15) * Reflects beneficial ownership of less than one percent (1%) of our outstanding common stock. (1) Ms. Connors’ beneficial ownership includes (i) 6,098 shares of restricted stock as to which she has sole voting but not investment power as the shares are unvested until the Annual Meeting, (ii) 45,442 shares of common stock held in the Nelda J. Connors Trust, of which she is |
(5) Mr. Ludwig’s beneficial ownership includes 37,436 deferred stock units deferred pursuant to our Non Employee Director Deferred Compensation Plan as to the underlying shares of which he has neither voting nor investment power until such shares are distributed in accordance with the plan, and 16,818 shares of common stock subject to stock options exercisable within 60 days of March 12, 2022. (6) Mr. Roux’s beneficial ownership includes 4,763 shares of restricted stock as to which he has sole voting but not investment power as the shares are unvested until the Annual Meeting. (7) Mr. Sununu’s beneficial ownership includes (i) 4,763 shares of restricted stock as to which he has sole voting but not investment power as the shares are unvested until the Annual Meeting and (ii) 21,708 shares of restricted stock and (iii) 60,049 deferred stock units, both of which have been deferred pursuant to our Non Employee Director Deferred Compensation Plan, the underlying shares of which he has neither voting nor investment power until such shares are distributed in accordance with the plan. (8) Mr. Wichmann’s beneficial ownership includes 6,389 deferred stock units, deferred pursuant to our Non‐Employee Director Deferred Compensation Plan, the underlying shares of which he has neither voting nor investment power until such shares are distributed in accordance with the plan. (9) Ms. Zane’s beneficial ownership includes 4,763 shares of restricted stock as to which she has sole voting but not investment power as the shares are unvested until the Annual Meeting. (10) Mr. Mahoney’s beneficial ownership includes 2,266,277 shares of common stock subject to stock options exercisable within 60 days of March 11, 2022. Mr. Mahoney’s total also includes 69,865 shares held by a charitable foundation, over which Mr. Mahoney shares investment and voting power. (11) Mr. Brennan’s beneficial ownership includes 343,733 shares of common stock subject to stock options exercisable within 60 days of March 11, 2022. (12) Mr. Fitzgerald’s beneficial ownership includes (i) 765,792 shares of common stock subject to stock options exercisable within 60 days of March 11, 2022, (ii) 68,171 shares held in his 401(k) Plan account and (iii) 7,428 shares of common stock held by his children, as to which Mr. Fitzgerald disclaims beneficial ownership. (13) Mr. Mirviss’s beneficial ownership includes 237,835 shares of common stock subject to stock options exercisable within 60 days of March 11, 2022. (14) Mr. Pierce’s beneficial ownership includes 249,729 shares of common stock subject to stock options exercisable within 60 days of March 11, 2022. (15) This amount includes 5,217,200 shares of common stock subject to stock options exercisable within 60 days of March 11, 2022 and 70,722 shares held in the |
Dear Fellow Stockholder, The Executive Compensation and Human Resources Committee of Boston Scientific is committed to ensuring our compensation programs align pay and performance, support our long‐term strategic goals and drive stockholder value. Each year, we make adjustments to our pay for performance programs to ensure they support our goals, align with shareholder interests, and appropriately reflect the environment in which we operate. Over the past two years, the COVID‐19 pandemic has continued to impact the lives of our employees, our customers and our community, and has contributed to a challenging operating environment for Boston Scientific. Despite uncertainty related to COVID‐19 waves, postponement of elective procedures, hospital staffing shortages, supply chain limitations, intense competition for talent, and other macroeconomic factors, we were pleased with the strength and resilience of our global business in 2021. Our leaders and employees navigated a difficult environment and positioned Boston Scientific well for the year ahead and for the future. In setting our compensation program goals for the year, we were mindful that we faced, and continue to face, macroeconomic challenges and uncertainties, as well as operational hurdles associated with returning production to normalized volumes and maintaining a safe and healthy workplace for our employees. To keep with our commitment to pay for performance, we set ambitious but achievable targets based on our internal plan, reflecting relevant internal and external factors, with a goal to motivate employees to drive stockholder value. Ultimately, we saw strong growth in 2021, owing to the successful implementation of our strategic imperatives, and 2021 performance rebounded from 2020,which had been more significantly affected by the pandemic. We are proud of the agility and resiliency of our employees, and their unwavering commitment to supporting our customers and their patients. Setting short term incentive targets amidst an uncertain landscape The Committee carefully considered the continued impact of the pandemic and accompanying economic uncertainty in setting 2021 financial targets for our compensation programs. Our historical practice has been to set increasing targets year‐over‐year. However, 2020 Annual Bonus Plan targets had been finalized before the full extent of the impact of COVID‐19 on global health, economies, and health systems could have been known. Despite this, the Committee did not make any adjustments to performance metrics or targets under the 2020 Annual Bonus Plan. In setting 2021 Annual Bonus Plan targets, the Committee took into consideration the reality of the conditions we faced going into the year — a much different world than we lived at the start of 2020. As a result, 2021 Annual Bonus Plan targets were set above 2020 achievement levels, but below 2020 Annual Bonus Plan targets, representing ambitious yet realistic financial goals. For our 2021 Free Cash Flow performance share program, we set the 2021 adjusted free cash flow target slightly below our 2020 performance to reflect the anticipated impact of returning to normalized net sales volumes, specifically higher accounts receivable balances and the need for increased cash deployment for inventory to support higher net sales. In addition, the 2021 adjusted free cash flow target reflected additional capital expenditure investment to support the long‐term growth of our business as we significantly reduced this investment in 2020 during the initial phases of the COVID‐19 pandemic. Our 2021 targets remained ambitious, in light of the environment, and were still designed to ensure continued return to profitable growth and alignment with shareholder interests. 55 A LETTER FROM THE EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE CHAIR TO OUR STOCKHOLDERS Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 1 CHKSUM Content: 10575 Layout: 8589 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
56 Environmental, social and governance (ESG) considerations in the compensation process Further, for 2021, we were proud to introduce a human capital scorecard, weighted at 15% of total bonus pool funding, into our 2021 Annual Bonus Plan. The human capital scorecard contains specific and measurable goals across three areas: (i) diversity, equity and inclusion; (ii) engagement and retention; and (iii) environmental goals. The inclusion of this human capital scorecard is intended to incentivize Company‐wide progress and hold Boston Scientific accountable to these goals in a meaningful and measurable way. These goals and the Company’s performance on these metrics are explained in further detail within our Compensation Discussion & Analysis section that follows. Underlying performance highlights and compensation outcomes in 2021 The Committee was pleased with the Company’s performance in 2021, at a time of unprecedented challenges and uncertainty — a testament to its business strategy and winning spirit. In instances where performance lagged targets, the Compensation Committee took the following actions or maintained the course, as applicable, in commitment to our rigorous and principled approach to executive compensation and pay for performance: • Set performance targets consistent with corporate |
This discussion and analysis section describes material elements of our 2021 compensation program for our Named Executive Officers (NEOs), which include our Chief Executive Officer (CEO), our Chief Financial Officer (CFO), and our three other most highly‐compensated executive officers. NEOs for the year ended December 31, 2021 were as follows: Michael F. Mahoney .......... Chairman of the Board, President and Chief Executive Officer Daniel J. Brennan ............... Executive Vice President and Chief Financial Officer Joseph M. Fitzgerald ........ Executive Vice President and President, Cardiology(1) Jeffrey B. Mirviss ................ Executive Vice President and President, Peripheral Interventions David A. Pierce.................... Executive Vice President and President, MedSurg and President, Endoscopy (1) Mr. Fitzgerald served as Executive Vice President and President, Interventional Cardiology until he was appointed to the role of Executive Vice President and President, Cardiology effective January 1, 2022. Executive Summary During 2021, our management team continued to respond to the challenges presented by the COVID‐19 pandemic, while continuing to execute on our strategy of category leadership, investing in our capabilities for the future, and driving towards our ESG goals. In setting our goals for the year, a key factor was 2020 performance, which was significantly impacted by the pandemic, and those aspects that would carry over and continue to be impactful in 2021. We were mindful that we faced, and continue to face, uncertainty related to COVID‐19 waves and hospital staffing shortages, and the impact thereof on procedure volumes, and other macroeconomic factors, as well as potential operational challenges associated with returning production to normalized volumes. Ultimately, our 2021 performance reflected a rebound from 2020 results, but we experienced volatility and challenges as we navigated the year. We are proud of the agility and resiliency of our employees, and their unwavering commitment to supporting our customers and their patients. Although we have faced challenges in the last two years, we continue to focus on executing our strategic imperatives, to help drive innovation, improve the health of patients across the globe, accelerate profitable revenue growth, and increase stockholder value in 2022 and beyond. These strategic imperatives are to: • strengthen category leadership to grow share in our served markets; • expand into high growth adjacencies that complement our core businesses; • drive global expansion; • fund the journey to fuel growth through optimization and cost reduction initiatives and a reallocation of spending to support growth initiatives; and • develop key capabilities, including attracting and retaining key talent, and accelerating and expanding digital capabilities. Strategic Imperatives Linked to 2021 Executive Compensation 57 COMPENSATION DISCUSSION & ANALYSIS Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 3 CHKSUM Content: 58979 Layout: 31069 Graphics: 4721 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Halfarrow_Icon.eps V1.5 |
We believe that continued focus on these strategic imperatives will benefit patients and customers and lead to strong performance across key financial metrics, including those incorporated into our short‐ and long‐term incentive compensation programs, described in further detail below. Our short‐ and long‐term incentive plans incorporate metrics designed to align with the objective of driving profitable growth and reward Company and individual progress related to the strategic imperatives. Significant portions of pay pursuant to our executive compensation programs are tied to Company performance across a variety of key metrics, and ultimately, value delivered under these programs is closely aligned with stockholder value. Specifically, the metrics are linked to our strategic imperatives as follows: Annual Bonus Plan: • Financial metrics of adjusted net sales and adjusted EPS are linked to success of our category leadership strategy and expansion into high‐growth adjacencies; • ESG goals ensure we are building value responsibly and sustainably, reducing our impact on the environment, and helping the communities in which we live and work to thrive. Crucially, it also measures our success in attracting, retaining, and managing our talent, including diverse talent. Free Cash Flow Performance Share Program • Strong adjusted free cash flow performance provides us with the ability to invest for longer term growth, including in organic research and development and within our venture portfolio; executing disciplined and balanced acquisitions across our businesses; and enhancing our digital capabilities. Total Shareholder Return • Relative Total Shareholder Return is an indirect measure of the long‐term success of our business and strategy relative to peers, and helps to further align executive compensation and shareholder value. We also maintain a disciplined approach to management of the programs. We set ambitious but achievable program targets, taking into consideration relevant, foreseeable company‐specific and macroeconomic circumstances, to appropriately motivate employees. In general, we strive to set targets consistent with corporate goals, which typically increase year‐over‐year. Notably, however, 2021 Annual Bonus Plan targets were set above 2020 actual performance, but below 2020 Annual Bonus Plan targets, which were finalized before the magnitude of the impact of the COVID‐19 pandemic could have been known. Additionally, our 2021 Free Cash Flow program target was set slightly below our 2020 performance, to reflect anticipated impact of returning to normalized net sales volumes. Below is a historical view of our approach to setting targets under our Annual Bonus Plan. Pay for Performance 58 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 4 CHKSUM Content: 27234 Layout: 50718 Graphics: 23192 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_adjeps21_fpo_B.eps, 3423-2_Halfarrow_Icon.eps V1.5 |
When performance lags, we have not had a practice of resetting targets, funding schedules, or vesting schedules to generate higher payouts. Against the backdrop of the pandemic and related macroeconomic challenges, our pay‐ for‐performance philosophy and the Compensation Committee’s disciplined approach to stewardship of the executive compensation program were evidenced by: o the Compensation Committee approving below target payout under our 2020 Annual Bonus Plan; a 78% payout of target shares due to performance below the 50th percentile under our 2018 Total Shareholder Return program; followed by a 0% payout of target shares under our 2019 Total Shareholder Return program, due to relative total shareholder return beneath the threshold level required for payout under the plan. A 0% payout of target shares under our 2019 Total Shareholder Return program resulted in cancellation of awards valued at approximately $5 million in the aggregate for our 2021 named executive officers (calculated based on the closing price of our common stock December 31, 2021); o we have not adjusted funding schedules under our other active Total Shareholder Return programs; and o where below‐target performance necessitates lower payout, we also do not supplement executive compensation with extraordinary, off‐cycle grants to offset this impact. We have also made structural adjustments to our programs over time to reinforce our pay‐for‐performance philosophy, such as eliminating the 50% minimum on our annual bonus pool funding, which allows our Compensation Committee additional flexibility to closely align pay for actual performance and further reduce payouts as needed to match lower performance. In addition, we have made structural adjustments to our annual bonus plan, adding a human capital scorecard to help focus performance on Diversity, Equity and Inclusion, engagement, and environmental metrics, which accounts for 15% of the weighted funding for our 2021 Annual Bonus Plan. This reinforces our commitment to performance along these important sustainability metrics. 59 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 5 CHKSUM Content: 20501 Layout: 16646 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
(1) Adjusted net sales, adjusted EPS and adjusted free cash flow are not prepared in accordance with generally accepted accounting principles in the United States (GAAP). For a reconciliation of these non‐GAAP financial measures to the most directly comparable GAAP financial measures and insight into how these non‐GAAP measures are considered by management, please see Annex A. (2) Adjusted net sales excludes the impact of foreign currency fluctuations and other adjustments not included in performance target. Adjusted EPS excludes the impact of goodwill and intangible asset impairments, acquisition‐ and divestiture‐related net charges, restructuring and restructuring‐related net charges, litigation‐related net charges, investment impairment charges, EU Medical Device Regulation implementation costs, deferred tax expenses (benefits), discrete tax items, and amortization expense. (3) 3‐year Total Shareholder Return for the period from January 1, 2019 to December 31, 2021. Please see the Executive Compensation section titled “2021 Total Shareholder Return Performance Share Program” for how we calculate Total Shareholder Return. In addition to these financial metrics, pay under our 2021 short‐term incentive program is also linked to achievement of diversity, equity, and inclusion (DE&I) goals, employee engagement and retention goals, and progress towards environmental targets. Addition of these goals to our annual bonus plan reinforces our commitment to progress towards our DE&I and environmental targets, and to corporate social responsibility. Below is a snapshot of our performance on these metrics. $11.65 billion Adjusted Net Sales(1)(2) for Annual Bonus Plan $11.888 billion GAAP Net Sales $1.63 Adjusted Net Income Per Share(1)(2) (Adjusted EPS) for Annual Bonus Plan $0.69 GAAP Net Income Per Share $2.192 billion Adjusted Free Cash Flow(1) for Free Cash Flow Performance Share Program $1.870 billion GAAP Operating Cash Flow Provided by Operating Activities 15.36% 3-year Total Shareholder Return(3) For 2019 Total Shareholder Return Performance Share Program Financial Performance Metrics Adjusted Financial Performance Metrics Reported Financial Performance Metrics 60 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 6 CHKSUM Content: 65402 Layout: 41775 Graphics: 17199 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps V1.5 |
CEO’s Total Direct Compensation Aligns with Company Performance Our executive compensation philosophy is to provide appropriate competitive compensation opportunities to our executives with actual pay outcomes tied to achievement of Company and individual performance targets in support of our business strategy and creation of long‐term stockholder value. Each year, the Compensation Committee assesses our CEO’s actual compensation relative to the Company’s performance. The following graph shows the relationship of our CEO’s total direct compensation (TDC) (as disclosed in the Summary Compensation Table) compared against our cumulative total shareholder return (TSR) performance in each of the last three years. The TDC in this chart consists of base salary and annual short‐ and long‐term incentives. As illustrated, CEO compensation was generally aligned with Company performance. Results Performance Metric Category Increased representation of women and multicultural talent in management roles Diversity, Equity, and Inclusion (DE&I) Conducted employee engagement survey, which yielded three broad areas of focus, for a multi‐year enterprise action plan: deepening equity and inclusion initiatives for women and multi‐cultural talent; creating clearer career pathways for all employees; and supporting employees through change. Executed on 2021 enterprise action plans taken from results to drive future improvement, including conducting focus groups and interviews with existing talent to help promote retention; training for managers; and tools for use through transitions in modes of work. Focused on key employee retention rate Employee Engagement and Retention Progress against carbon neutrality goal, specifically: • Increased renewable energy (electricity) percentage • Decreased carbon footprint Environmental Human Capital Scorecard Metrics 61 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 7 CHKSUM Content: 673 Layout: 2077 Graphics: 17199 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Direct_Icon.eps V1.5 |
CEO Compensation(1) Summary Compensation Table Total Direct Compensation versus 3-Year Total Shareholder Return(2) (1) Amounts in the 2019, 2020, and 2021 columns were calculated as follows: • the values of the annual equity awards granted on February 21, 2019, February 18, 2020, and February 17, 2021 were determined in accordance with FASB ASC Topic 718, as described in the footnotes to the Executive Compensation section titled |
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As of March 15, 2019, our executive officers were as follows:
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For Michael F. Mahoney, please see his biography inProposal 1: Election of Directors.
Kevin J. Ballinger is our executive vice president and global president, Interventional Cardiology, a position he has held since March 2017. In his current role, Mr. Ballinger is responsible for developing and bringing to market innovative solutions that diagnose and treat coronary artery disease and structural heart disorders. Prior to that, he served as senior vice president from January 2013 to February 2017. Mr. Ballinger has more than 20 years of interventional cardiology experience. Prior to his current role, he was also president, interventional cardiology and held a variety of engineering and general management positions within our Interventional Cardiology and Peripheral Interventions business units, including vice president and general manager, group program management, cardiology, rhythm and vascular; vice president of research and development, peripheral interventions and vice president of program management, cardiovascular. Mr. Ballinger earned a B.S. in mechanical engineering from Michigan Technological University and an M.B.A. from the University of Minnesota.
Daniel J. Brennan is our executive vice president and chief financial officer, a position he has held since January 2014. In this role, he is responsible for several company functions, including Global Controllership, Global Internal Audit, Corporate Finance, Treasury, Corporate Tax, Investor Relations, and Corporate Business Development. Prior to that, he was the Company's senior vice president and corporate controller, a role he served in since January 2010. Since joining Boston Scientific in December 1996, Mr. Brennan has held roles with increased responsibilities, including vice president and assistant corporate controller, vice president of Finance and Information Technology for Worldwide Financial & Strategic Planning, Investor Relations, International Finance and Cardiovascular, group controller of the non-vascular business and controller of the Meditech Vascular business. He holds a B.S. degree in Finance and Investments and an M.B.A from Babson College. Mr. Brennan is also a certified public accountant and a member of the board of overseers of Babson College. He currently is a member of the Board of Directors of Nuance Communications.
Arthur C. Butcher is our senior vice president and president, Endoscopy, a position he has held since July 2016. In this role, he is responsible for developing and bringing to market less invasive devices for treating gastrointestinal and pulmonary conditions. Prior to his current role, Mr. Butcher served as vice president & general manager, Japan Endoscopy from August 2014 to June 2016. Mr. Butcher has held a variety of marketing and strategic planning management positions within the Endoscopy and Urology and Pelvic Health businesses, including vice president of Global Marketing, Endoscopy division from April 2011 to August 2014, and vice president of New Business Development and Strategic Planning, Urology & Women's Health. Since joining Boston Scientific in 1997, Mr. Butcher has held management roles with increasing responsibility bringing a deep experience across divisions. He holds a B.A. in International Relations from the University of Pennsylvania and an M.B.A. from Columbia University.
Wendy Carruthers is our senior vice president, Human Resources, a position she has held since December 2012. In this role, she is responsible for overseeing the Company's Human Resources activities globally, including Human Resources operations and services, total rewards, talent management, diversity and inclusion and community engagement. Prior to her current role, Ms. Carruthers served as the head of Human Resources on an interim basis from August 2012 to November 2012, as well as our vice president of Global Talent Management from January 2011 to November 2012. Ms. Carruthers has been with Boston Scientific since 2004 and has held various positions such as, vice president of Human Resources for our Europe, Middle East and Africa region; vice president of Human Resources for Europe and director of Human Resources for Europe. Prior to joining Boston Scientific, Ms. Carruthers was vice president of Human Resources, Europe for Cable & Wireless. Ms. Carruthers holds a B.A. First Class Honors Degree in Modern Languages from the University of Salford and is a Fellow of the Chartered Institute of Personnel and Development. She is a Board member of the Boston Scientific Foundation and the Greater Boston Food Bank.
Jodi Euerle Eddy is our senior vice president and chief information officer, a position she has held since December 2015. Ms. Eddy joined the Company in December of 2013 as our vice president, Information Systems. In her current role, Ms. Eddy is responsible for positioning the Company for success across multi-disciplinary information technology (IT) needs and overseeing the Company's strategy for digital health, data analytics, and cyber security capabilities. Ms. Eddy leads an IT organization of employees and contractors worldwide focused on continued advancement into complex, integrated IT solutions to address evolving customer and patient data needs. Prior to joining Boston Scientific, Ms. Eddy progressed through several roles of increasing leadership of information systems positions over 18 years at General Electric, including serving as the commercial chief information officer for the Oil and Gas business from October 2012 until December 2013; chief commercial information officer for the Measurement and Control business from October 2011 until February 2012; and chief information officer for the Engineered Systems business from October 2008 until February 2011. Ms. Eddy earned a B.S. in computer science from Southern Connecticut State University. She holds certifications in Master Black Belt Six Sigma and CISSP and CISCO CCNA.
Joseph M. Fitzgerald is our executive vice president and president, Rhythm Management, a position he has held since February 2014, having previously served as senior vice president and president, Cardiac Rhythm Management from July 2011. He served as senior vice president and president, Endovascular from February 2010 until July 2011. Prior to that, Mr. Fitzgerald was president and general manager of Peripheral Interventions and president of Electrophysiology. Mr. Fitzgerald held a variety of management positions in our Neurovascular and Peripheral Interventions businesses. These included numerous regional and divisional sales management assignments up to and including his roles as vice president, Global Marketing for the Neurovascular business and vice president of U.S. Sales for the Neurovascular business. Prior to joining Boston Scientific in 1990 as a sales representative, Mr. Fitzgerald was with Anheuser Busch, Inc., where he held a variety of sales, marketing and training assignments. Mr. Fitzgerald holds a B.S. in Business from Indiana University and an M.B.A. from Southern Illinois University with a concentration in Marketing and Finance.
Edward F. Mackey is our executive vice president, Operations, a position he has held since February 2015. In this role, he is responsible for Global Manufacturing and Supply Chain, Quality and Regulatory Affairs, Information Technology, Global Business Services, Global Business Excellence, Corporate Research and Development, and Corporate Marketing and Market Access. Prior to joining Boston Scientific, Mr. Mackey was worldwide president of DePuy Synthes Power Tools, a division of Johnson & Johnson from November 2012 to January 2015, and vice president of Integration for Johnson & Johnson's acquisition of Synthes from June 2010 to November 2012. Early in his career, Mr. Mackey held management positions in Operations, Quality and Product Development at Raytheon's Mille Systems division. In 1995, he moved to Johnson & Johnson Orthopaedics as a plant manager and progressed through a series of manufacturing and supply chain leadership roles, becoming worldwide vice president of Supply Chain and Manufacturing for DePuy. Mr. Mackey holds a Bachelor's degree in Mechanical Engineering from Worcester Polytechnic Institute and an M.B.A from the University of Massachusetts.
Professor Ian T. Meredith AM is our executive vice president and global chief medical officer, a position he has held since January 2017. In this role, he is responsible for leading clinical science and medical affairs across Boston Scientific and providing global leadership of the company's clinical trial strategy. Prior to joining Boston Scientific, Professor Meredith served as professor and director of MonashHeart, and executive director of the Monash Cardiovascular Research Centre at Monash University in Melbourne, Australia, from September 2005 to December 2016. Professor Meredith has over 25 years of experience as a clinical and interventional cardiologist and also served as director of the Cardiac Catheterization Laboratories and Interventional Cardiology. Professor Meredith has been a member of the Board of the National Heart Foundation (Australia) and a member of the Cardiac Society of Australia and New Zealand National Board. Professor Meredith received a Ph.D. from the Baker Institute in Melbourne and an Order of Australia (AM) in the General Division for service to medicine in the field of Cardiology as a clinician and researcher.
Jeffrey B. Mirviss is our senior vice president and president, Peripheral Interventions, a position he has held since January 2013. In this role, he is responsible for developing and bringing to market innovative solutions for treating patients with Arterial and Venous system blockages and cancer. Prior to his current role he was our president, Peripheral Interventions from July 2011 to January 2013. Mr. Mirviss has more than 28 years of experience in medical device and pharmaceutical general management, marketing and sales. Since joining Boston Scientific in 1997, Mr. Mirviss also served as our vice president, Group Global Marketing, Cardiology, Rhythm and Vascular and vice president, Global Cardiology Marketing. Prior to joining Boston Scientific, Mr. Mirviss worked for companies ranging in size from a pre-revenue venture-backed medical device startup to Dow 30 companies. He holds a Bachelor's degree from the University of Minnesota and an M.B.A. from the University of St. Thomas.
Maulik Nanavaty is our senior vice president and president, Neuromodulation, a position he has held since September 2011. In this role, he is responsible for the innovation leader in less-invasive microelectronic implantable technologies used to treat chronic neuropathic pain and neurological diseases such as Parkinson's disease and other chronic conditions. Prior to his current role, Mr. Nanavaty was our president of Boston Scientific Japan; he also served as vice president and general manager, Interventional Cardiology, Boston Scientific Japan. Mr. Nanavaty joined Boston Scientific in 2005 as vice president, corporate strategy, Boston Scientific Japan. Prior to joining Boston Scientific, Mr. Nanavaty spent 16 years working in various executive positions at Baxter International, Inc. and Baxter Japan. Mr. Nanavaty earned a Ph.D. in Pharmaceutical Sciences from the University of Illinois and an M.B.A. from the University of Chicago.
David A. Pierce is our executive vice president and president, MedSurg, a position he has held since April 2018. In this role, he has direct responsibility for the Urology and Pelvic Health and Endoscopy businesses, Canada and Latin America regions, and Corporate Marketing and Market Access. Prior to his current role, Mr. Pierce served as the Senior Vice President and President, Urology and Pelvic Health since July 2016. In that role, he developed and executed strategies to bring to market industry-leading solutions for treating patients with urological, urogynecological and gynecological diseases. Previously, Mr. Pierce served as senior vice president and president, Endoscopy since 2011, and vice president, Marketing for Endoscopy as well as group marketing director in the Endoscopy business. He joined Boston Scientific in 1991 as a territory manager before assuming management-level positions of increasing responsibility. Prior to joining Boston Scientific, Mr. Pierce also served as senior sales representative for Airborne Express and as a Captain in the United States Army. He earned a B.S. in Business Administration from Norwich University and an M.B.A. from Boston University.
Desiree Ralls-Morrison is our senior vice president, general counsel and corporate secretary, a position she has held since November 2017. In this role, she is responsible for providing global legal leadership across all of our businesses, regions and functions, and overseeing the company's global compliance function. Before joining Boston Scientific, she was senior vice president, general counsel and corporate secretary, and head of the global litigation, government affairs and public policy organizations, for Boehringer Ingelheim USA, Inc. since October 2013. Prior to that, she spent nine years at Johnson & Johnson, most recently as general counsel for the consumer group, and previously progressed through roles of increasing responsibility, including senior counsel, assistant general counsel, and vice president of law for the women's health, nutritionals and over-the-counter businesses. Earlier in her career, Ms. Ralls-Morrison was a senior attorney and assistant counsel at Merck & Co, Inc., focusing largely on regulatory and product liability matters, and prior to that, she held litigation roles at the law firms of Kelley Drye & Warren LLP and Shipman & Goodwin LLP. She recently served on the Danbury Hospital/New Milford Hospital Board of Directors, The Inner-City Foundation for Charity and Education and the Lawyer's Collaborative for Diversity. Desiree earned her B.A. in economics and political science from Wesleyan University and her J.D. from Harvard Law School.
John Bradley Sorenson is our senior vice president, Manufacturing and Supply Chain, a position he has held since November 2014. In this role, he is responsible for the global manufacturing and distribution of our products. Prior to his current role, he served as multi-site vice president, operations from 2008 to 2014. Mr. Sorenson held a variety of operations positions at Boston Scientific, supporting the Cardiac Rhythm Management, Neuromodulation, Interventional Cardiology, Peripheral Interventions and Structural Heart businesses and has more than 20 years of medical device manufacturing experience. Before joining Boston Scientific, he was president and chief operating officer of QRS Diagnostic and held manufacturing management positions at Federal Cartridge. Mr. Sorenson earned a B.A. in Economics from Gustavus Adolphus College and an M.B.A. from the University of Minnesota.
Eric Thépaut is our senior vice president and president, Europe, Middle East and Africa, a position he has held since January 2018. Prior to his current role, he was senior vice president and president, Europe from January 2015 to December 2017 and served as vice president Interventional Cardiology & Structural Heart, Europe, from December 2012 to December 2015. He joined Boston Scientific Europe, in 1996, as a business finance manager and earned roles of increasing responsibility in marketing and finance including vice president, Finance, Europe, general manager and vice president, France, and general manager and vice president of the France Group, comprised of France, Benelux and Middle East North Africa. Before joining Boston Scientific, Mr. Thépaut held management positions in treasury operations and auditing at Nestlé and financial planning and analysis at Apple Computer. Mr. Thépaut earned his M.B.A. at Paris Dauphine University.
Warren Wang is our senior vice president and president, Asia Pacific, a position he has held since January 2018. In this role, he is responsible for the overseeing the continued growth of our company in Asia Pacific and the ongoing development of our leadership teams. Prior to his current role, he was president and managing director, North Asia from January 2016 to December 2017. Mr. Wang joined Boston Scientific in 2012 as vice president and managing director for China. Mr. Wang is known for successfully championing strategic collaborations with local organizations to increase our presence and local innovation development in China, such as our work with Frankenman Medical Equipment, PINS Medical Equipment Company, Tsinghua University and the International Health Industry Innovation Fund. Mr. Wang earned his Bachelor's degree in Economics from the University of International Business and Economics, Beijing and a M.B.A. in Marketing and Finance from the University of Chicago Booth School of Business.
CERTAIN BENEFICIAL OWNERSHIP MATTERS
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Set forth below are stockholders known by us to be the beneficial owner of more than 5% of our common stock as of March 15, 2019. As of March 15, 2019, there were 1,390,499,842 shares of our common stock outstanding.
Name and Address | Number of Shares Beneficially Owned | Percent of Shares Outstanding | |||
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BlackRock, Inc. | | 116,508,996 | (1) | 8.38% | |
55 East 52nd Street, New York, NY 10055 | | ||||
Capital World Investors | 100,151,225 | (2) | 7.20% | ||
333 South Hope Street, Los Angeles, CA 90071 | |||||
FMR LLC/Abigail P. Johnson | | 152,512,748 | (3) | 10.97% | |
245 Summer Street, Boston, MA 02210 | | ||||
The Vanguard Group | 103,841,248 | (4) | 7.47% | ||
100 Vanguard Blvd., Malvern, PA 19355 |
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The following table shows, as of March 15, 2019, the amount of our common stock beneficially owned by:
"Beneficial ownership" includes those shares of our common stock the reporting person has the power to vote or transfer, stock options that are currently exercisable or exercisable within 60 days, and deferred stock units that may vest within 60 days. Unless otherwise indicated, the persons named below have sole voting and investment power over the shares listed.
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Section 16(a) of the Exchange Act requires our directors, executive officers and persons beneficially holding more than 10% of our common stock to file with the SEC reports of their ownership of our common stock and any changes in that ownership. To our knowledge, all of these filing requirements were timely satisfied, except by (i) John Sununu (72 shares of common stock were acquired in three separate transactions by a manager-directed account on his behalf and were not reported on a timely basis); (ii) Warren Wang (a deferred stock unit vesting event was not reported on a timely basis due to a Company administrative error); and (iii) Jodi Eddy (a grant of deferred stock units and stock options was not reported on Form 3 due to a Company administrative error). In making these statements, we have relied upon the written representations of our directors and executive officers and copies of reports that have been filed with the SEC.
COMPENSATION DISCUSSION & ANALYSIS
This discussion and analysis describes material elements of our 2018 compensation program for our Named Executive Officers (NEOs), which include our Chief Executive Officer (CEO), our Chief Financial Officer (CFO), and our three other most highly-compensated executive officers. NEOs for the year ended December 31, 2018 were as follows:
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Strategic Imperatives Linked to 2018 Executive Compensation
During 2018, we continued to focus on the following five strategic imperatives to help drive innovation, accelerate profitable revenue growth and increase stockholder value:
Pay for Performance
Our short- and long-term incentive plans incorporate metrics designed to align with the objective of driving profitable growth and reward Company and individual progress related to the strategic
imperatives. Below is a snapshot of 2018 financial performance metrics used in our short- and long-term incentive programs:
$9.823 billion | $9.794 billion | |
GAAP Net Sales | Adjusted Net Sales(1)(2) for Annual Bonus Plan | |
$1.19 | $1.35 | |
GAAP Net Income Per Share | Adjusted Net Income Per Share(1) (Adjusted EPS) for Annual Bonus Plan | |
$310 million | $2.070 billion | |
GAAP Cash Flow Provided by Operating Activities | Adjusted Free Cash Flow(1) for Free Cash Flow Performance Share Program | |
95.09% 3-year Total Stockholder Return(3) For Total Shareholder Return Performance Share Program |
CEO's Total Direct Compensation Aligns with Company Performance
Our executive compensation philosophy is to provide appropriate competitive compensation opportunities to our executives with actual pay outcomes tied to achievement of Company and individual performance targets in support of our business strategy and creation of long-term stockholder value.
Each year, the Compensation Committee assesses our CEO's actual compensation relative to the Company's performance. The following graph shows the relationship of our CEO's total direct compensation (as disclosed in the Summary Compensation Table) (TDC) compared against our cumulative total shareholder return (TSR) performance in each of the last three years. The TDC in this chart consists of base salary and annual short- and long-term incentives. As illustrated, CEO compensation was generally aligned with Company performance.
CEO Compensation(1)Summary Compensation Table Total Direct Compensationversus 3-Year Total Shareholder Return(2)
The following chart shows the value of the primary elements of total direct compensation, consisting of base salary and annual short- and long- term incentives, for our CEO in 2018 (i) at "target" opportunity as considered by our Compensation Committee; (ii) as disclosed in our Summary Compensation Table; and (iii) as "realizable" at December 31, 2018. These values were calculated using the 2018 base salary, annual equity incentives and Annual Bonus Plan ("ABP") award amounts for our CEO as set forth in the table following the chart below.
2018 CEO CompensationTarget vs. Summary Compensation Table vs. Realizable
table following the chart below. Valuation of Compensation Component | ||||||
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Long-Term Incentives ABP Award Base Salary | ||||||
Annual equity awards granted on February | ||||||
Annual base salary approved in February 2021 Target Annual equity awards granted on February | ||||||
Actual 2021 Annual Bonus Plan award Annual base salary earned in |
Valuation of Compensation Component (1) Under our 2011 Long Term Incentive Plan | as in effect prior to May 2020, “Restricted Stock Units” and “RSUs” were referred to as “Deferred Stock Units” and “DSUs”. References in this Proxy Statement to “Restricted Stock Units” and “RSUs” include both units granted under our Long Term Incentive Plan as Restricted Stock Units and those granted as Deferred Stock Units. Neither term relates to compensation paid to our directors in the form of deferred stock units. The difference in value of the long‐term incentive compensation portion of our CEO’s TDC reflected in the “Realizable”, “Target”, and “Summary Compensation Table” columns is primarily due to three factors: • the increase in the closing price of our common stock on December 31, 2021 ($42.48) compared to the closing price of our common stock on February 17, 2021 ($37.50), the date of grant for the 2021 annual equity awards; • the 2021 adjusted FCF performance‐based RSUs being earned at 130.8% of target based on adjusted FCF achievement of $2.192 billion against a target of $1.900 billion, which 2021 target represents approximately (4.0)% decrease over 2020 actual performance, due to certain anticipated headwinds as the Company returned to normalized net sales volume (specifically, higher accounts receivable balances and the need for increased cash deployment for inventory to support higher net sales); and • the TSR performance‐based RSUs granted in 2021 tracking at 75% of target as of December 31, 2021, due to the Company’s TSR rank of 42nd out of 61 companies. This demonstrates the sensitivity of CEO pay to the achievement of performance criteria, and, therefore, the linkage between our executive compensation program and the long‐term interests of our stockholders. The long‐ term incentive portion of the CEO’s compensation will remain “at‐risk” and the value will vary until the completion of the vesting periods or until the exercise date for each of the equity awards. “The following charts provide a longer‐term view of our CEO’s Realizable pay, which is a measure of the value that might be awarded to Mr. Mahoney based on performance as of a given date. Realizable pay is calculated in accordance with the methodology described in the “Valuation of Compensation” table above, for each of the years in question, except that equity awards are valued at December 31 of each respective year, rather than December 31, 2021; total shareholder return is calculated in accordance with the methodology described in the Executive Compensation section titled “2021 Total Shareholder Return Performance Share Program”, and based on $100 dollars invested on December 31, 2017. The charts below demonstrate the sensitivity of CEO pay to Long-Term Incentives ABP Award Base Salary Annual equity awards granted on February (a) stock options valued at their intrinsic value (number of options awarded multiplied by the closing price of our common stock on December 31, (b) 2021; (c) Total Shareholder Return (TSR) (d) the adjusted free cash flow (FCF) |
The difference in value of the long-term incentive compensation portion of our CEO's TDC reflected in the "Realizable" column of the chart above relative to the values reflected in the "Target" and "Summary Compensation Table" columns is primarily due to three factors:
The higher equity value in the "Realizable" column of the chart above relative to those in the "Target" and "Summary Compensation Table" columns is directly tied to our stock price appreciation and the achievement of performance criteria, which we believe demonstrates the linkage between our executive compensation program and the long-term interests of our stockholders. The long-term incentive portion of the CEO's compensation will remain "at-risk" and the value will vary until the completion of the vesting periods or until the exercise date for each of the equity awards
A Significant Portion of our NEOs' 2018 Target TDC is At-Risk, Performance-Based Compensation
Our Compensation Committee ties a significant portion of our executives' target TDC to at-risk, performance-based incentive opportunities. For 2018, approximately 91% of the target value of the primary elements of TDC for our CEO and approximately 81% of the target value of the primary elements of TDC for our other NEOs as a group consisted of at-risk, performance-based incentive compensation, comprised of short-term incentives (Annual Bonus Plan award) and long-term incentives (performance- and service-based equity awards and stock options). For more details and a breakdown of the elements of TDC, please see the section titled"Elements of 2018 Executive Compensation, Primary Elements of Total Direct Compensation".
The percentages above were calculated using the 2018 base salary, target equity values and target Annual Bonus Plan award amounts for our NEOs set forth in the footnote to the charts below. The allocation of the target value of the primary elements of TDC for our CEO and for our other NEOs as a group in 2018 was as follows:
Compensation Table" and with both service-based DSUs and Company performance-based DSUs valued at target (using the number of units and target units awarded multiplied by the closing price of our common stock on the date of grant); (ii) the target Annual Bonus Plan awards; and (iii) the annual base salaries approved for Messrs. Mahoney, Ballinger, Brennan, Fitzgerald and Pierce in February 2018.
We believe our emphasis on at-risk, performance-based incentive compensation aligns our executives' financial interests with our business strategy and the short- and long-term interests of our stockholders, providing "pay for performance" and putting a significant portion of our executives' pay "at risk."
Executive Compensation Program Best Practices
Our Compensation Committee believes that a strong foundation for our compensation program is necessary to execute our executive compensation philosophy effectively. The following best practices serve as the foundation for our executive compensation program:
| Company performance, most clearly evidenced by the decline in realizable pay in 2020 compared to other years. This was driven by, and corresponded to, a decline in the Company’s performance and stock price, as well as a voluntary reduction in base salary taken by Mr. Mahoney in 2020. Similarly, as Company performance recovered, realizable pay recovered to more normalized levels in 2021. 65 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 11 CHKSUM Content: 42657 Layout: 19558 Graphics: 18608 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Ceo_Rea_fpo_B.eps, 3423-2_21ceo_fpo_B.eps V1.5 |
At our 2018 Annual Meeting of Stockholders, we asked our stockholders to approve, on an advisory basis, the 2017 compensation of our then NEOs as disclosed in our 2018 Proxy Statement, commonly referred to as a "say-on-pay" advisory vote. Our stockholders approved the compensation of our then-NEOs with approximately 95.7% of the votes cast voting in favor of the proposal. In connection with its review of our compensation program against our executive compensation philosophy, business objectives and peer group practices, our Compensation Committee considered the prior years' modifications to our compensation programs in support of our executive compensation philosophy and best practices, the results of the say-on-pay advisory vote, as well as prior stockholder feedback. As a result, our Compensation Committee concluded that it would retain the overall structure and design of our compensation program, including its emphasis on at-risk, performance-based incentive compensation.
A Significant Portion of our NEOs’ 2021 Target TDC is At-Risk, Performance-Based Compensation Our Compensation Committee ties a significant portion of our executives’ target TDC to at‐risk, performance‐ based incentive opportunities. For 2021, approximately 90.6% of the target value of the primary elements of TDC for our CEO and approximately 81.2% of the target value of the primary elements of TDC for our other NEOs as a group consisted of at‐risk, performance‐based incentive compensation, composed of short‐term incentives (Annual Bonus Plan award) and long‐term incentives (performance‐ and service‐based equity awards and stock options). For more details and a breakdown of the elements of TDC, please see the section titled “Elements of 2021 Executive Compensation, Primary Elements of Total Direct Compensation”. The percentages above were calculated using the 2021 base salary, target equity values and target Annual Bonus Plan award amounts for our NEOs. The allocation of the target value of the primary elements of TDC for our CEO and for our other NEOs as a group in 2021 was as follows: * The charts reflect the value of the primary elements of 2021 TDC opportunity as considered by the Compensation Committee. For details on valuation of components of TDC, please see “Target” in the chart entitled “Valuation of Compensation Component” above. We believe our emphasis on at‐risk, performance‐based incentive compensation aligns our executives’ financial interests with our business strategy and the short‐ and long‐term interests of our stockholders, providing “pay for performance” and putting a significant portion of our executives’ pay “at risk.” Base Salary Target Annual Bonus Target Long-Term Equity Incentives 76.4% 14.2% 9.4% 18.8% 14.7% Base Salary CEO All Other NEOs as a Group Target Annual Bonus Target Long-Term Equity Incentives 66.5% 66 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 12 CHKSUM Content: 24815 Layout: 13926 Graphics: 64243 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Ceo_Neo_P.eps V1.5 |
Executive Compensation Program Best Practices Our Compensation Committee believes that a strong foundation for our compensation program is necessary to execute our executive compensation philosophy effectively. The following best practices serve as the foundation for our executive compensation program: Say on Pay At our 2021 Annual Meeting of Stockholders, we asked our stockholders to approve, on an advisory basis, the 2020 compensation of our then‐NEOs as disclosed in our 2021 Proxy Statement, commonly referred to as a “say‐ on‐pay” advisory vote. Our stockholders approved the compensation of our then‐NEOs with approximately 92.6% of the votes cast voting in favor of the proposal. In connection with its review of our compensation program against our executive compensation philosophy, business objectives and peer group practices, our Compensation Committee considered the prior years’ modifications to our compensation programs in support of our executive compensation philosophy and best practices, the results of the say‐on‐pay advisory vote, as well as prior stockholder feedback. As a result, our Compensation Committee concluded that it would retain the overall structure and design of our compensation program, including its emphasis on at‐risk, performance‐based incentive compensation. What We Don’t Do Do not provide income tax gross‐ups (except on relocation benefits). Do not provide any excise tax gross‐ups on severance or other payments in the event of a change in control. Do not permit pledging or hedging of the economic value of our common stock by our executives or directors. Do not permit repricing of underwater stock options without stockholder approval. What We Do Use mix of short‐ and long‐term incentive compensation, and emphasize long‐term. Use mix of fixed and variable compensation, and emphasize variable, at‐risk performance‐based compensation. Employ a “double‐trigger” (both a change in control and termination without cause or for good reason) for cash payments and accelerated vesting of equity awards where the surviving or acquiring entity substitutes or assumes outstanding equity awards. Maintain stock ownership guidelines for executives and directors. Have a policy for the recovery (“clawback”) of all or a portion of certain incentive compensation awards under certain circumstances. Analyze internal pay equity and performance in formulating compensation decisions. Compare practices, levels, and mix of compensation against peer group companies. Engage an independent compensation consultant reporting directly to the Compensation Committee. Assess risk of incentive compensation policies and programs. 67 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 13 CHKSUM Content: 35552 Layout: 32010 Graphics: 18370 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, C53 M18 Y0 K0, ~note-color 2, Black, C71 M1 Y22 K0 GRAPHICS: 3423-2_Arrow_Icon.eps, 3423-2_Arrow_Icon.eps, 3423-2_Arrow_Icon.eps, 3423-2_Arrow_Icon.eps, 3423-2_Arrow_Icon.eps, 3423-2_Arrow_Icon.eps, 3423-2_Arrow_Icon.eps, 3423-2_Arr V1.5 |
Historical Say on Pay Results 2019 2020 2021 94.6% 94.5% 92.6% How We Determine Executive Compensation Our philosophy is to provide appropriate competitive compensation opportunities to our executives such that actual pay outcomes are heavily influenced by achievement of Company, business and individual performance targets and objectives, which are designed to support our business strategy and create long‐term stockholder value. The core objectives of our compensation program are to: Our Compensation Committee bears principal responsibility for, among other things, structuring our executive compensation program and making individual executive compensation determinations. To help facilitate informed determinations with respect to its responsibilities, our Compensation Committee engages an independent compensation consultant, Semler Brossy Consulting Group, LLC (Semler Brossy), which serves at the direction and under the supervision of our Compensation Committee. For further information about our Compensation Committee and the services provided by Semler Brossy, please see the Meetings and Board Committees section Executive Compensation Philosophy and Objectives Core Objectives of Compensation Program Attract, retain and engage top talent. Reinforce our culture of quality. Appropriately manage compensation risk in light of our business strategy. Align management’s interests with the long-term interests of our stockholders. Incentivize achievement of key Company, business and individual targets/objectives to support our business strategy. Participants in the Compensation Process 68 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 14 CHKSUM Content: 44966 Layout: 34517 Graphics: 24357 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C50 M78 Y0 K0, Magenta, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, C72 M48 Y0 K0, C71 M1 Y22 K0 GRAPHICS: 3423-2_Halfarrow_Icon.eps, 3423-2_Self_excuetive_F.eps, 3423-2_Halfarrow_Icon.eps V1.5 |
Executive Compensation Philosophy and Objectives
Our philosophy is to provide appropriate competitive compensation opportunities to our executives such that actual pay outcomes are heavily influenced by achievement of Company, business and individual performance targets/objectives in support of our business strategy and creation of long-term stockholder value. The core objectives of our compensation program are to:
Participants in the Compensation Process
Our Compensation Committee bears principal responsibility for, among other things, structuring our executive compensation program and making individual executive compensation determinations. To help facilitate informed determinations with respect to its responsibilities, our Compensation Committee engages an independent compensation consultant, Semler Brossy, which serves at the direction and under the supervision of our Compensation Committee. For further information about our Compensation Committee and the services provided by Semler Brossy, please see the Meetings and Board Committees section titled "Executive Compensation and Human Resources Committee." Semler
Brossy and certain members of management support our Compensation Committee with respect to the following, among other things:
titled “Executive Compensation and Human Resources Committee.” Semler Brossy | uses competitive market analysis as a decision‐making reference. The Committee primarily considers executive compensation comparative data for our peer group companies to better understand trends and comparative practices, program design in the market within which we compete for top talent, and competitive levels and mix of target compensation opportunities provided to our executives. Our peer group includes companies (i) operating in a comparable industry with respect to customer base and/or product offerings, such as healthcare equipment and services companies, pharmaceuticals, and biotechnology and life sciences, and (ii) that, in the aggregate, approximate our size as measured by revenue and market capitalization. Each year, with the assistance of its independent compensation consultant, our Compensation Committee reviews the composition and appropriateness of our peer group. The Committee considers the size, performance, and •
• Commentary and/or recommendations as to the foregoing. • Participation in Executive Compensation and Human Resources Committee meetings. Semler Brossy Advisor to the Compensation Committee | |
• Proposals, including regarding compensation and benefits design and pay levels, for •
• Participation in Executive Compensation and Human Resources Committee meetings. | ||
Total Rewards Management Team • Overview of individual performance of direct reports. • Recommendations as to
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Competitive Market Analysis
Our Compensation Committee uses competitive market analysis as a decision-making reference. The Committee primarily considers executive compensation comparative data for our peer group companies to better understand trends and comparative practices, program design in the market within which we compete for top talent, and competitive levels and mix of target compensation opportunities provided to our executives. Our peer group includes companies (i) operating in a comparable industry (customer base and product offerings) such as pharmaceuticals, biotechnology and life sciences, and healthcare equipment and services companies, and (ii) that, in the aggregate, approximate our size as measured by revenue and market capitalization.
Each year, with the assistance of its independent compensation consultant, our Compensation Committee reviews the composition and appropriateness of our peer group. The Committee considers
the size, performance, and business focus of these companies in comparison to us. The peer companies used to establish 2018 compensation levels include:
2018 Peer Companies(1)(2)
| | | Total Shareholder Return (%)(2) | |||||
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| Revenue ($ in billions) | Market Cap ($ in billions) | ||||||
| One Year | Three Year | ||||||
| | | | | | | | |
Abbott Laboratories | $30.6 | $127.0 | 29% | 64% | ||||
Baxter International Inc. | $11.1 | $33.8 | 2% | 77% | ||||
Becton, Dickinson and Company | $17.1 | $60.6 | 8% | 60% | ||||
C.R. Bard, Inc.(3) | — | — | — | — | ||||
Edwards Lifesciences | $3.7 | $31.8 | 39% | 94% | ||||
Medtronic plc(4) | $30.6 | $116.7 | 17% | 28% | ||||
Mylan, Inc. | $11.4 | $14.1 | (17)% | (37)% | ||||
Quest Diagnostics Incorporated | $7.5 | $11.2 | (4)% | 39% | ||||
Stryker Corporation | $13.6 | $58.7 | 8% | 79% | ||||
Thermo Fisher Scientific, Inc. | $24.4 | $90.0 | 24% | 73% | ||||
Varian Medical Systems, Inc. | $3.0 | $10.2 | 7% | 60% | ||||
Zimmer Biomet Holdings, Inc. | $7.9 | $21.2 | (2)% | 11% | ||||
Boston Scientific Corporation | $9.8 | $48.9 | 34% | 95% | ||||
Ranking Relative to Peers(3) | 8 of 12 | 6 of 12 | 2 of 12 | 1 of 12 |
In establishing 2018 pay levels for our NEOs, the Compensation Committee reviewed comparative pay information for the peer group companies through proxy research and, where peer group information was unavailable, from 2018 general industry survey data which was calibrated to include companies comparable to our size and scope of each individual's responsibilities. The Company considers market data without regard for any particular percentile positioning. This allows us to retain flexibility to make individual decisions that reflect both market and internal considerations, including those described below under "Internal Pay Equity and Other Considerations."
2019 Peer Companies
In 2018, the Compensation Committee conducted a review of the compensation peer group to be used in setting 2019 executive pay levels, with the advice of Semler Brossy. The review focused on examining current peers for business fit, and considering for potential additions to the group the market for companies of comparable size within the life sciences and medical device industries. Based on this review, Mylan, Inc. and Varian Medical Systems, Inc. were removed to maintain the industry focus of the group, and C.R. Bard, Inc. was removed due to its December, 2017 acquisition by Becton, Dickinson and Company. Four companies (Agilent, Danaher, Hologic, and Intuitive Surgical) were added, to ensure a sufficiently large comparator group and to position the Company near median in
terms of size. The Compensation Committee believes that the resulting 2019 peer group, in aggregate, appropriately reflects the Company's business mix and competitive landscape.
Internal Pay Equity and Other Considerations
In addition to the competitive market analysis, the Committee considers multiple factors in formulating compensation decisions. These factors include:
Performance Considerations
We utilize a performance, development and coaching (PDC) process to help guide individual development and performance discussions and to assess annual performance. Our CEO conducts annual PDC reviews for all direct reports, assesses the performance results of those direct reports and makes recommendations to our Compensation Committee for its consideration. Our Compensation Committee reviews and evaluates our CEO's performance objectives and oversees the evaluation of his performance in relation to those objectives. For 2018, the overall performance of our executives, including our NEOs, supports a culture of high performance, integrity and accountability with clear expectations. These performance evaluations, among the other considerations described in this section, influence the Compensation Committee's decisions regarding our executives' base salaries, the individual component of their Annual Bonus Plan awards and, as an indication of future performance potential, their long-term equity incentive awards.
Chief Executive Officer and Compensation Committee Judgment
The application of CEO and Compensation Committee judgment is an important factor in setting and determining executive pay. We do not employ a purely formulaic approach to our executive compensation program. Target market guidelines and individual target TDC, financial and operational targets, individual performance objectives and funding formulae are established in advance; however, other Company and individual performance and other considerations may also be taken into account. For example, while the funding formula tied to Company-level financial performance targets are set in advance under our Annual Bonus Plan, our Compensation Committee is able to reduce the total Annual Bonus Plan funding percentage (Total Bonus Pool), to not less than 50% of the target, based on its assessment of the Company's progress toward achievement of our quality objectives, which are critical to our commitment to providing high quality products to our customers and patients. Additionally, beginning with our 2019 Annual Bonus Plan program, the Compensation Committee may also reduce the Total Bonus Pool funding percentage based on performance against operating income margin targets, which takes into consideration the Company's profitability, as well as affordability of the proposed bonus funding.
| business focus of |
Primary Elements of Total Direct Compensation
We compensate our executives primarily through total direct compensation, namely in the form of base salary and short- and long-term incentives (the primary elements of TDC). Our primary elements of TDC are heavily weighted towards variable, at-risk performance-based elements, which are reflected below and in the charts under the section above titled"A Significant Portion of our NEOs' 2018 Target TDC is At-Risk, Performance-Based Compensation." These percentages were calculated using the 2018 base salary, target equity values and target Annual Bonus Plan award amounts for our NEOs set forth in the footnotes to the charts under the section titled"A Significant Portion of our NEOs' 2018 Target TDC is At-Risk, Performance-Based Compensation."
The key features and objectives of the primary elements of our NEOs' 2018 TDC are summarized in the table below.
In addition to the competitive market analysis, the Committee considers multiple factors in formulating compensation decisions. These factors include: • internal pay equity; • individual performance and contributions; • the CEO’s recommendations for other executive officer compensation; • the primary elements of each executive officer’s TDC | ||||
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their Annual Bonus Plan |
Elements of 2021 Executive Compensation We compensate our executives primarily through total direct compensation, namely in the form of base salary and short‐ and long‐term incentives (the primary elements of TDC). Our primary elements of TDC are heavily weighted towards variable, at‐risk | performance‐based elements, which are reflected below and in the charts under the section above titled “A Significant Portion of our NEOs’ 2021 Target TDC is At-Risk, Performance-Based Compensation.” These percentages were calculated using the 2021 base salary, target equity values and target Annual Bonus Plan award amounts for our NEOs set forth in the footnotes to the charts under the section titled “A Significant Portion of our NEOs’ 2021 Target TDC is At-Risk, Performance-Based Compensation.” The key features and objectives of the primary elements of our NEOs’ 2021 TDC are summarized in the table below. Align executive compensation with our business strategy, quality, and | |||
Focus and reward based on the achievement of important financial, operational, and human capital and individual performance objectives. At risk, performance‐based annual cash incentive opportunity. —Funding of Total Bonus Pool based on Company performance against two important financial performance | ||||
human capital metrics targets. —Allocation of funded Total Bonus Pool, based on regional, business and functional performance against specific financial and/or operational performance targets. | ||||
—Actual payout based on individual performance. | ||||
Objectives Key Features TDC Elements Attract and retain talented executives and provide stable source of income. Fixed annual cash amount, paid at regular intervals. Base Salary Focus talent/organization on important financial measures and | ||||
Reward based on: | ||||
— | ||||
— | ||||
— | ||||
— |
Base Salary
In determining the 2018 base salaries of our NEOs (other than our Chief Executive Officer), our Compensation Committee also considered the recommendations of our Chief Executive Officer in light of the general factors discussed above, including their overall performance ratings for the prior year. In addition to the merit increases, with respect to Messrs. Ballinger, Fitzgerald, and Pierce, the Compensation Committee included a market adjustment based on their market position relative to our peer group companies' executives with comparable positions and scope of responsibilities in determining the total increases of their base salaries from 2017 to 2018.
The 2018 base salaries (rounded to the nearest thousand) for our NEOs, as well as the percentage increase from their 2017 base salaries for our current NEOs who were also NEOs in 2017, are set forth below.
Name | 2017 Base Salary | 2018 Base Salary | % Increase | |||
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| | | | | | |
Michael F. Mahoney | $1,200,000 | $1,240,000 | 3.3% | |||
Daniel J. Brennan | $600,000 | $625,000 | 4.2% | |||
Kevin J. Ballinger | $550,000 | $570,000 | 3.6% | |||
Joseph M. Fitzgerald | $575,000 | $650,000 | 13.0% | |||
David A. Pierce | — | $545,000 | — |
Short-Term Incentives
Our Compensation Committee annually reviews the design of our Annual Bonus Plan to help ensure that the program continues to support our executive compensation philosophy and core compensation program objectives. In finalizing the design for 2018, our Compensation Committee retained substantially all of the provisions of our 2017 Annual Bonus Plan, which was designed to reinforce the concept of "pay for performance," align our short-term incentives with important financial and operational measures and the long-term interests of our stockholders, and to incentivize and reward individual performance.
2018 Annual Bonus Plan Awards Paid to Our NEOs
After funding the Total Bonus Pool, the actual amount of an executive's Annual Bonus Plan award is ultimately determined as follows:
In determining the 2021 base salaries of our NEOs (other than our Chief Executive Officer), our Compensation Committee also considered the recommendations of our Chief Executive Officer in light of the general factors discussed above, including their overall performance ratings for the prior year. The 2021 base salaries (rounded to the nearest thousand) for our NEOs, as well as the percentage increase from their 2020 base salaries for our current NEOs who were also NEOs in 2020, are set forth below. 2020 Base 2021 Base % Name Salary Salary Increase Michael F. Mahoney $1,320,000 $1,360,000 3.0% Daniel J. Brennan $ 680,000 $ 700,000 2.9% Joseph M. Fitzgerald $ 690,000 $ 705,000 2.2% Jeffrey B. Mirviss $ 580,000 $ 610,000 5.2% David A. Pierce — $ 605,000 — Short-Term Incentives — Annual Bonus Plan Awards Our Compensation Committee annually reviews the design of our Annual Bonus Plan to help ensure that the program continues to support our executive compensation philosophy and core compensation program objectives. In finalizing the design for 2021, our Compensation Committee retained many of the provisions of our 2020 Annual Bonus Plan, which was designed to reinforce the concept of “pay for performance,” align our short‐ term incentives with important financial and operational measures and the long‐term interests of our stockholders, and to incentivize and reward individual performance. The Compensation Committee also added a human capital scorecard, which would allow management and the Committee to consider progress toward diversity, equity, and inclusion (DE&I), engagement and retention, and environmental goals, in addition to retaining important financial and quality/operational measures in making total bonus pool funding decisions. Adding this human capital scorecard underscores the Company’s commitment to these goals and is designed to incentivize Company‐wide progress in these areas. As with prior plans, the Compensation Committee retained the discretion to reduce the Total Bonus Pool funding percentage, regardless of financial achievements, based on its assessment of the Company’s achievement of our quality objectives. However, for the 2021 Annual Bonus Plan, the Compensation Committee eliminated the operating income margin target as a modifier and the 50% floor for funding and added a requirement of threshold achievement of at least 90% against financial targets for funding. Calculation of Awards Under the 2021 Annual Bonus Plan After funding the Total Bonus Pool, the actual amount of an executive’s Annual Bonus Plan award is ultimately determined as follows: Annual Bonus Target Award Participating Unit Individual Plan Award Annual Base Salary | of Base Salary) (0% ‐ 150%) (0% ‐ 150%) Opportunity) Total Bonus Pool Funded Based on Company Performance | Against Financial and Human Capital Goals As contemplated under the 2021 Annual Bonus Plan, |
Total Bonus Pool Funded Based on Company Performance
Under the 2018 Annual Bonus Plan, a single Company-wide Total Bonus Pool is funded by the Company's performance measured against important Company-level financial and operational performance metric targets, thereby reinforcing the importance of the Company's performance as a whole (which reflects the performance of our regions, businesses and functions). For 2018, our Compensation Committee selected adjusted EPS and Adjusted Net Sales as our Company-level financial metrics and set performance level targets as follows.
Company-Level Financial Targets
targets, thereby reinforcing the importance of the Company’s performance as a whole (which reflects the performance of our regions, businesses and functions). The Compensation Committee selected Adjusted EPS and Adjusted Net Sales as our Company‐level financial metrics and set the performance targets as follows: Company-Level Financial Targets Adjusted EPS(1) | Adjusted Net Sales(1) | |
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In February 2018, our Compensation Committee approved the Total Bonus Pool funding scale for the Company's 2018 performance measured against our 2018 Company-level performance metric targets for adjusted EPS and adjusted net sales set forth in the table below. Each metric has a 50% weighting.
Our Compensation Committee approved the funding scale for each of our adjusted EPS and adjusted net sales financial targets set forth in the table below. Adjusted EPS | ||
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(Unweighted) <90% | ||
0% 90% to < | ||
55% 95% to <98% 55% to 85% 98% to <102% | ||
115% 102% to < | ||
For 2021, our funding ranges based on performance against our human capital scorecard metrics was as follows: Metric Target Score Funding Range | ||
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In order to reinforce the importance of "top line" growth, Total Bonus Pool funding is capped at 90% in the event that the Company's adjusted net sales are below 97% of target. In addition, our Compensation Committee has the discretion to decrease the Total Bonus Pool funding percentage (to not less than 50% of the target) based on its assessment of the Company's performance relative to our quality objectives. For 2018, our quality objectives related to our quality culture, training, audits, reporting, compliance environment, and quality systems operations. Our Compensation Committee considers quality objectives to be appropriate in emphasizing our commitment to continually improving and sustaining our quality systems, our quality compliance and our product performance, thereby enhancing stockholder value. Beginning with the 2019 Annual Bonus Plan program, in addition to the quality assessment, the Compensation Committee may also reduce Total Annual Bonus funding based on performance against operating income margin targets.
For 2018, our performance against target financial metrics and corresponding bonus funding ranges were as follows:
the plan and | ||||||||||||||||||||
our Compensation Committee approved, funding the 2021 Total Bonus Pool | ||||||||||||||||||||
be allocated, as described below, to all participating units; and • 4% funding budgeted and allocated to bonus‐eligible employees at all levels of BSC, whose Individual Performance Percentages were above 100% due to their 2021 performance, in accordance with the Plan. Funded Total Bonus Pool Allocated to Participating Units Under the 2021 Annual Bonus Plan, the Total Bonus Pool, as funded, is allocated by the Compensation Committee to each participating regional, business, and functional unit taking into consideration our Chief Executive Officer’s recommendations in light of that participating unit’s performance measured against its operational and/or financial performance metric targets (and other factors the Compensation Committee deems appropriate), thereby incentivizing and rewarding each participating unit’s performance contributions. Our NEOs received their 2021 Annual Bonus Plan awards from allocation of the funded Total Bonus Pool to our Interventional Cardiology funding unit for Mr. Fitzgerald; Peripheral Interventions, Latin America, and Canada funding units for Mr. Mirviss; Endoscopy, Urology/Pelvic Health and corporate funding units for Mr. Pierce; and our corporate funding unit for Messrs. Mahoney and Brennan. Individual Target Award Opportunity Each executive’s target award opportunity under the Annual Bonus Plan is expressed as a percentage of his or her annual base salary and is determined based on the scope of the executive’s responsibilities. For 2021, our Compensation Committee maintained the target award opportunities for our 2020 NEOs in 2021. The following table shows target award opportunities in 2021 for our NEOs, and, for those NEOs who were also NEOs for 2020, 76 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 22 CHKSUM Content: 38307 Layout: 3103 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: C100 M84 Y30 K16, ~note-color 2, Black GRAPHICS: none V1.5 |
In accordance with the terms of the plan and after taking into consideration the Company's overall 2018 financial performance and performance against quality objectives, our Chief Executive Officer recommended, and our Compensation Committee approved, funding the 2018 Total Bonus Pool at 110%.
their target opportunities in 2020. The target award opportunities for Messrs. Brennan, Fitzgerald, Mirviss , and Pierce were based on the recommendations of our CEO, internal pay equity relative to our other executives, their impact and experience in their roles and external market data. Individual Target Award Opportunity (As a % of Annual Base Salary) Name 2020 2021 Michael F. Mahoney 150% 150% Daniel J. Brennan 85% 85% Joseph M. Fitzgerald 80% 80% Jeffrey B. Mirviss 70% 70% David A. Pierce — 75% Individual Performance Component After year end, individual performance is considered pursuant to the PDC process described in the “Performance Considerations” section above. Based on the performance assessment rating under our annual PDC process, an individual performance multiplier from 0% to 150% is applied to an executive’s funded Annual Bonus |
Funded Total Bonus Pool Allocated to Participating Units
Under the 2018 Annual Bonus Plan, the Total Bonus Pool, as funded, is allocated by the Compensation Committee to each participating regional, business, and functional unit taking into consideration our Chief Executive Officer's recommendations in light of that participating unit's performance measured against its operational and/or financial performance metric targets (and other factors the Compensation Committee deems appropriate), thereby incentivizing and rewarding each participating unit's performance contributions. Our NEOs received their 2018 Annual Bonus Plan awards from the allocation of the funded Total Bonus Pool to our Interventional Cardiology unit (Mr. Ballinger), Rhythm and Neuro (Mr. Fitzgerald), MedSurg (Mr. Pierce) and to our corporate function unit (Messrs. Mahoney and Brennan). For 2018, the performance percentages were as follows:
Business Unit and Corporate FunctionPerformance Percentages
Interventional Cardiology | Rhythm and Neuro | MedSurg | Corporate | |||
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| | | | | | |
105% | 112% | 114% | 109% |
The Interventional Cardiology, Rhythm and Neuro, and MedSurg, performance percentages reflect their respective overall performance measured against adjusted net sales, adjusted operating income and constant currency growth compared to market targets coinciding with the business's operating plan for the year. For the Corporate Function Unit, the performance percentage of 109% reflects the Company's overall performance and closely aligns with the 2018 Total Bonus Pool funding.
The Company does not disclose the specific targets for business, regional and functional participating units' performance metrics as they are highly confidential and would provide competitors and third
parties with insight into the Company's internal planning processes that may allow them to predict certain of our business-, region- or function-specific financial or operational strategies, which could cause us competitive harm. Business and regional unit targets related to adjusted net sales, adjusted operating income and constant currency growth compared to market are established in support of Company-wide targets such as sales, operating income, earnings per share and growth. These are based on a range of factors, including growth outlooks for our product portfolio, the competitive environment, our internal budgets, external market economic conditions and market expectations. For example, growth rates implicit in targets for any one business or regional unit may be above or below the growth rates targeted for the entire Company, due to faster or slower growth in relevant markets or smaller or larger market shares. These considerations result in business and regional unit targets that are intended to coincide with Company-wide targets in their level of difficulty to achieve and probability for success. Performance targets are set at levels that the Company believes are aggressive enough to inspire top performance but reasonable enough to be achievable through the efficient and diligent execution of their operating plans.
Individual Target Incentive Award Opportunity
Each executive's target incentive award opportunity under the Annual Bonus Plan is expressed as a percentage of his or her annual base salary and is determined based on the scope of the executive's responsibilities. For 2018, our Compensation Committee maintained or increased the target award opportunities for our NEOs from their 2017 levels. The following table shows target award opportunities in 2018 for our NEOs, and for those NEOs who were also NEOs for 2017, their target opportunities in 2017. The target award opportunities for Messrs. Brennan, Ballinger, Fitzgerald, and Pierce were based on the recommendations of our CEO, internal pay equity relative to our other executives, their increased experience in their roles and external market data.
| Individual Target Award Opportunity (As a % of Base Salary) | ||||
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Name | 2017 | 2018 | |||
| | | | | |
Michael F. Mahoney | | 150% | 150% | ||
Daniel J. Brennan | 80% | 80% | |||
Kevin J. Ballinger | | 70% | 75% | ||
Joseph M. Fitzgerald | 75% | 80% | |||
David A. Pierce | | — | 70% |
Individual Performance Component
After year end, individual performance is considered pursuant to the PDC process described in the "Performance Considerations" section above. Based on the performance assessment rating under our annual PDC process, an individual performance multiplier from 0% to 150% is applied to an executive's funded Annual Bonus Plan award to determine the actual amount to be paid. The maximum individual performance multiplier was reduced from 200% to 150% in November 2017, which reduces total available discretion.
Our NEOs had certain performance objectives intended to support our strategic imperatives, as applicable to their roles, including (i) with respect to our NEOs who support corporate functions, those aimed at driving Company-level financial performance objectives, and (ii) with respect to Messrs. Ballinger, Fitzgerald and Pierce, who each supports a business or businesses, those aimed at supporting business-level financial and operational performance objectives. The individual performance objectives discussed below represent factors that are considered by the Compensation Committee and our CEO in determining each NEO's individual performance percentage. Further, no single factor is determinative or required to be considered.
Plan award to determine the actual amount to be paid. Final payout for each executive may therefore range from 0% to 225% of target, as the product of the funded award under Participating Unit performance percentage, ranging from 0% to 150% of target, and the individual performance multiplier, ranging from 0% to 150%. Our NEOs had certain performance objectives intended to support our strategic imperatives, as applicable to their roles, including (i) with respect to our NEOs who support corporate functions, those aimed at driving Company‐ level financial performance and human capital objectives, and (ii) with respect to Messrs. Fitzgerald, Mirviss and Pierce who each supports a business or businesses, those aimed at supporting business‐level financial, operational, and human capital performance objectives. The individual performance objectives discussed below represent factors that are considered by the Compensation Committee and our CEO in determining each NEO’s individual performance percentage. Further, no single factor is determinative or required to be considered. Named Executive Officer | Individual Performance | |||
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• Maintain excellent employee engagement and culture; advance diversity, equity, and inclusion goals Objectives: Daniel J. Brennan Notable | ||||
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• Achieving key product development milestones • Effectively executing product launches • Enhancing organizational capabilities and developing key talent Objectives: Joseph M. Fitzgerald Notable accomplishments include achieving key regulatory, clinical, and commercial milestones; playing a critical role in design and development of newly formed Cardiology Group to better serve customers and patients; and making tough, but necessary, decisions related to product development to ensure long‐term success of the business. Mr. Fitzgerald also drove digital innovation and continued to develop key talent and to build a diverse leadership pipeline. Assessment: • Driving business performance for Peripheral Interventions • Achieving key product milestones
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Named Executive Officer | Individual Performance | |||
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Short-term Incentive Awards Paid to Our NEOs Under Our 2021 Annual Bonus Plan Individual Target Award Participating Opportunity Unit Individual 2021 Actual (As a % of Annual 2021 Performance Performance Actual Bonus as % of Name Base Salary) Target Award Percentage Percentage(1) Plan Award(1) Target Michael F. Mahoney 150% $2,040,000 115% 100% $2,346,000 115% Daniel J. Brennan 85% $ 595,000 115% 100% $ 684,000 115% Joseph M. Fitzgerald |
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talent Objectives: David A. Pierce |
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Short-term Incentive Awards Paid to Our NEOs Under Our 2018Annual Bonus Plan
Name | Individual Target Award Opportunity (As a % of Base Salary) | 2018 Target Award(1) | Participating Unit Performance Percentage | Individual Performance Percentage | 2018 Actual Bonus Plan Award(1) | Actual as % of Target | ||||||
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| | | | | | | | | | | | |
Michael F. Mahoney | 150% | $1,860,000 | 109% | 105% | $2,129,000 | 114% | ||||||
Daniel J. Brennan | 80% | $500,000 | 109% | 115% | $627,000 | 125% | ||||||
Kevin J. Ballinger | 75% | $428,000 | 105% | 100% | $449,000 | 105% | ||||||
Joseph M. Fitzgerald | 80% | $520,000 | 112% | 100% | $582,000 | 112% | ||||||
David A Pierce | 70% | $382,000 | 114% | 115% | $500,000 | 131% |
Long-Term Incentives
Our Compensation Committee annually reviews the design of our Long-Term Incentive Program (LTI Program) to help ensure that the program continues to support our executive compensation philosophy and core compensation program objectives. In setting the design for 2018, our Compensation Committee retained the mix of equity award opportunities for our executives under our prior LTI Program that were designed to further reinforce "pay for performance" and align the interests of our executives and their compensation with important Company financial measures and the long-term interests of our stockholders. The key features and objectives of each equity vehicle are summarized in the table below.
Performance-Based RSUs: Relative TSR (25%) Performance-Based RSUs: Adjusted Free Cash Flow (25%) Service-Based: RSUs (25%) Service-Based: Non-Qualiied Stock Options (25%) Long-Term Incentive Compensation Elements 80 Our Compensation Committee annually reviews the design of our Long‐Term Incentive Program (LTI Program) to help ensure that the program continues to support our executive compensation philosophy and core compensation program objectives. In setting the design for 2021, our Compensation Committee retained the mix of equity award opportunities for our executives under our prior LTI Program that were designed to further reinforce “pay for performance” and align the interests of our executives and their compensation with important Company financial measures and the long‐term interests of our stockholders. The key features and objectives of each equity vehicle are summarized in the table below. Long-Term Incentives Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 26 CHKSUM Content: 50465 Layout: 62802 Graphics: 10800 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, C100 M84 Y30 K16, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_Halfarrow_Icon.eps, 3423-2_long_term_F.eps V1.5 |
Performance-Based | ||||||
Relative TSR Payout Curve Payout Performance (% of Target) >=80th percentile 200% 50th percentile 100% 30th percentile 40% <30th percentile 0% 100% Relative TSR For • Participants earn 40% of the relative TSR • All shares are forfeited for performance below the • Payouts are linearly interpolated between points on the payout grid. • Awards typically vest upon satisfaction of both performance and service criteria at the end of the | ||||||
Free Cash Flow Payout Curve Payout Performance (% of Target) >=125% of plan 150% 110% of plan 120% 100% of plan 100% 90% of plan 80% 50% of plan 25% <50% of plan 0% 150% 125% 125% 100% 100% FCF In • Participants earn 25% of the FCF • All shares are forfeited for performance below 50% of plan, and a maximum of 150% of shares are earned for achievement at or above 125% of plan. • Payouts are linearly interpolated on the payout grid. • Any shares earned vest in full three years following the grant date. 81 Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 27 CHKSUM Content: 12041 Layout: 14076 Graphics: 16227 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: Yellow, Cyan, ~note-color 2, Black, Magenta GRAPHICS: 3423-2_free_cash_L.eps, 3423-2_relative_tsr_L.eps V1.5 |
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Service-Vesting Equity Vehicles (50% of total mix)(1) | ||||||
Service-Based | ||||||
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five equal annual installments • Promote executive ownership and linkage to our share price | ||||||
Non-Qualified Stock | ||||||
• Vest in four equal annual installments subject to continued service | ||||||
• Provide value only to the extent that our share price increases | ||||||
• Are exercisable from the vesting date through the tenth anniversary of the grant date 82 (1) We do not pay dividends on stock options, unvested Company performance‐based RSUs or service‐based RSUs. (2) Adjusted free cash flow is reported cash generated from operations, less capital expenditures and excludes cash flows associated with certain significant and unusual litigation, acquisition, divestiture, restructuring, debt extinguishment, tax‐related items, and other unusual items consistent with our non‐GAAP policy. For a reconciliation of this non‐GAAP financial measure to the most directly comparable GAAP financial measure and insight into how this non‐GAAP measure is considered by management, please see Annex A. For further discussion of the performance share programs for our Company performance‐based RSUs and the equity awards granted pursuant to our Long‐Term Incentive Plans (LTIPs) and a description of how we calculate adjusted free cash flow, please see the Executive Compensation sections titled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — 2021 Total Shareholder Return Performance Share Program,” “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — 2021 Free Cash Flow Performance Share Program” and “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Amended and Restated 2011 Long-Term Incentive Plan” and Annex A. 2021 Long-Term Incentive Awards for Our NEOs In February 2021, our Compensation Committee approved the grant of long‐term equity incentive awards to our NEOs in the amounts in the following table, which were based on the target dollar values of the long‐term equity incentive awards for our NEOs considered by the Compensation Committee (see discussion of the target dollar values below). In approving the following grants, the Committee considered external market data and internal factors, including internal equity, performance, and potential. In evaluating internal equity between the CEO and non‐NEOs, the Committee focused, in particular, on competitive market data, and the Company’s organizational structure. Toppan Merrill - Boston Scientific DEF 14A Typeset ED | 111250 | 15-Mar-22 08:21 | 22-3423-2.ia | Sequence: 28 CHKSUM Content: 55212 Layout: 63922 Graphics: 0 CLEAN JOB: 22-3423-2 CYCLE#;BL#: 4; 0 TRIM: 8.25" x 10.75" AS: Daniels Boston: 617-443-9700 COLORS: C100 M84 Y30 K16, ~note-color 2, Black GRAPHICS: none V1.5 | ||||||
For further discussion of the performance share programs for our Company performance-based DSUs and the equity awards granted pursuant to our Long-Term Incentive Plans (LTIPs) and a description of how we calculate adjusted free cash flow, please see the Executive Compensation sections titled "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table— 2018 Total Shareholder Return Performance Share Program," "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table— 2018 Free Cash Flow Performance Share Program" and "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table— 2011 Long-Term Incentive Plan" and Annex A.
2018 Long-Term Incentive Awards for Our NEOs
In February 2018, our Compensation Committee approved the grant of long-term equity incentive awards to our NEOs in the amounts in the following table, which were based on the target dollar values of the long-term equity incentive awards for our NEOs considered by the Compensation Committee (see discussion of the target dollar values below). In approving the following grants, the Committee considered external market data and internal factors, including internal equity, performance, and potential.
Name | Target FCF Performance-Based DSUs(1)(2) | Target TSR Performance-Based DSUs(1)(2) | Stock Options(1) | Service-Based DSUs(1) | Total Long-Term Incentive Award Target Value(3) | |||||
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| | | | | | | | | | |
Michael F. Mahoney | 92,284 | 92,284 | 278,086 | 92,284 | $10,000,000 | |||||
Daniel J. Brennan | 20,764 | 20,764 | 62,569 | 20,764 | $2,250,000 | |||||
Kevin J. Ballinger | 16,149 | 16,149 | 48,665 | 16,149 | $1,750,000 | |||||
Joseph M. Fitzgerald | 23,071 | 23,071 | 69,521 | 23,071 | $2,500,000 | |||||
David A. Pierce | 13,842 | 13,842 | 41,713 | 13,842 | $1,500,000 |