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.

Frequently Asked Questions

The primary purpose is to better align short-term and long-term executive incentives with increasing stockholder value. This involves refining performance metrics and introducing new incentive plans that focus on measurable financial and quality outcomes at both corporate and business unit levels.

The 2010 Performance Share Plan awards performance shares in the form of Deferred Stock Units to executive officers and senior management. Performance will be measured over three-year cycles based on Boston Scientific's Total Shareholder Return (TSR) compared to the S&P 500 Healthcare Industry Index, with full vesting dependent on meeting these performance requirements.

Boston Scientific is terminating its executive life insurance program by providing a lump-sum payment to current and former executives who hold these policies. This payment represents the net present value of remaining premiums, plus a tax gross-up, effectively eliminating this benefit and simplifying compensation arrangements.

No, the 2010 PIP has differentiated performance metrics. Corporate employees will be measured on Adjusted Earnings Per Share, Net Sales, and Free Cash Flow. However, business unit and international employees will have their performance measured against localized Net Sales, Operating Income, and specific cash flow metrics, alongside corporate quality goals.