Summary
Boston Scientific Corporation (BSX) filed an 8-K on March 3, 2011, reporting on significant changes related to its Board of Directors and adjustments to its 2010 Performance Incentive Plan (PIP). Key departures include co-founder John E. Abele, who will not stand for re-election and will be designated Director Emeritus, along with directors Ray J. Groves and Marye Anne Fox, who are retiring. In terms of executive compensation, the Compensation Committee adjusted the 2010 PIP due to unforeseen economic, regulatory, and market conditions that impacted performance metrics. Specific relief was granted, including a minimum funding of 50% and a cap of 100% for certain metrics, resulting in a higher overall funding for corporate goals. This ultimately affected the cash incentive awards for Named Executive Officers (NEOs).
Key Highlights
- 1John E. Abele, co-founder, will not seek re-election and will become Director Emeritus.
- 2Directors Ray J. Groves and Marye Anne Fox are retiring from the Board.
- 3The Compensation Committee provided targeted relief under the 2010 Performance Incentive Plan (PIP) due to unforeseen events affecting performance metrics.
- 4Specific relief included a minimum funding of 50% and a cap of 100% for certain corporate and business goals under the PIP.
- 5Corporate goals under the PIP were funded at 94.79% after relief, an increase from the original 89.25%.
- 6Cash incentive awards were approved for Named Executive Officers (NEOs) based on the adjusted PIP funding.
- 7CEO J. Raymond Elliott elected to receive his PIP award in deferred stock units.