Summary
Boston Scientific Corporation (BSX) filed an 8-K on December 20, 2010, primarily detailing personnel and compensation-related updates. The most significant event is the appointment of Dr. Kristina M. Johnson to the Board of Directors, effective January 1, 2011. Dr. Johnson brings prior board experience and her new role as Under Secretary at the U.S. Department of Energy may bring valuable public sector perspective. This appointment expands the Board to thirteen members and includes her participation in the Executive Compensation and Human Resources Committee. Furthermore, the company announced the adoption of the 2011 Performance Share Program (PSP) to incentivize executive officers and senior management by aligning their compensation with long-term stockholder value creation. This program measures performance against the S&P 500 Healthcare Industry Index using Total Shareholder Return (TSR) over three annual cycles. Additionally, the company approved amendments to its 401(k) Retirement Savings Plan to comply with recent tax legislation and for administrative improvements.
Key Highlights
- 1Kristina M. Johnson, Ph.D. appointed to the Board of Directors, effective January 1, 2011, expanding the board to 13 members.
- 2Dr. Johnson previously served on the BSX Board from 2006 to 2009 and brings experience from her role as Under Secretary at the U.S. Department of Energy.
- 3Dr. Johnson has been appointed to the Executive Compensation and Human Resources Committee.
- 4Standard director compensation for Dr. Johnson includes a $75,000 annual cash retainer and a restricted stock grant valued at $125,000 (based on early January 2011 stock price).
- 5Adoption of the 2011 Performance Share Program (PSP) aimed at executive officers and senior management to enhance long-term stockholder value.
- 6The 2011 PSP will measure performance based on Total Shareholder Return (TSR) relative to the S&P 500 Healthcare Industry Index over three annual cycles.
- 7The company's 401(k) Retirement Savings Plan was amended and restated, effective January 1, 2011, to incorporate technical and administrative changes, including compliance with new tax acts.