8-KLeadership ChangesOther EventsExhibits & Filings

BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Nov 1, 2012)

Filed November 1, 2012For Securities:BSX

Summary

Boston Scientific Corporation (BSX) announced significant leadership changes effective November 1, 2012. Michael F. Mahoney has been promoted from President to President and Chief Executive Officer, also joining the Board of Directors. This appointment concludes a transition period designed to accommodate Mr. Mahoney's prior employment obligations. Concurrently, William H. Kucheman has retired as Interim Chief Executive Officer and from the Board of Directors. Mr. Kucheman will serve as a Senior Advisor through year-end and then transition to a one-year consulting role. The filing also details the approval of the 2013 Annual Bonus Plan and two new performance share programs (Total Shareholder Return and Free Cash Flow) for 2013, aimed at aligning executive compensation with shareholder interests and company performance.

Key Highlights

  • 1Michael F. Mahoney appointed President and Chief Executive Officer and elected to the Board of Directors, effective November 1, 2012.
  • 2William H. Kucheman retires as Interim CEO and Board member, transitioning to a Senior Advisor role through year-end, followed by a one-year consulting engagement.
  • 3Mr. Mahoney will receive a $750,000 promotional bonus, subject to reimbursement if he voluntarily leaves within one year.
  • 4The 2013 Annual Bonus Plan was approved, featuring a bonus pool based on adjusted earnings per share and global sales, with caps and floors, and discretionary Board adjustments.
  • 5Two new performance share programs for 2013 were approved: the Total Shareholder Return (TSR) Performance Share Program and the Free Cash Flow (FCF) Performance Share Program.
  • 6The 2013 TSR PSP aligns executive pay with shareholder returns relative to the S&P 500 Healthcare Index over a three-year period.
  • 7The 2013 FCF PSP incentivizes the achievement of free cash flow targets against the company's 2013 financial plan.

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