8-KLeadership Changes

BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Nov 2, 2009)

Filed November 2, 2009For Securities:BSX

Summary

Boston Scientific Corporation (BSX) filed an 8-K on November 2, 2009, detailing modifications to its executive compensation plans for 2010. The primary focus is on enhancing alignment between executive incentives and stockholder value, and strengthening performance-based metrics. The company is introducing a new 2010 Performance Incentive Plan (2010 PIP) and a 2010 Performance Share Plan. These plans aim to refine how annual and long-term incentives are awarded based on financial and quality metrics, with a stronger emphasis on measurable business unit and corporate performance. Furthermore, the report discloses the company's decision to terminate its executive life insurance program. This involves a one-time cash payment to current and former executive officers, including a Named Executive Officer, to buy out the remaining value of their policies. This action is presented as a move to eliminate this specific benefit and is structured to account for the present value of future premiums plus tax gross-ups.

Key Highlights

  • 1Introduction of the 2010 Performance Incentive Plan (2010 PIP) with refined performance metrics for different employee groups (corporate vs. business unit/international).
  • 2The 2010 PIP retains key financial measures like Adjusted Earnings Per Share, Net Sales, and Free Cash Flow for corporate employees.
  • 3Business unit and international employees' incentives under the 2010 PIP will now incorporate localized Net Sales, Operating Income, and specific cash flow metrics.
  • 4Introduction of the 2010 Performance Share Plan, utilizing Deferred Stock Units, to emphasize long-term stockholder value creation.
  • 5Performance Shares will be measured against Total Shareholder Return (TSR) relative to the S&P 500 Healthcare Industry Index over three-year cycles.
  • 6Termination of the executive life insurance program through one-time cash payments to affected current and former executive officers.
  • 7A Named Executive Officer, Fredericus A. Colen, will receive approximately $220,000 for the termination of his executive life insurance policy, including a tax gross-up.

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