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.

Frequently Asked Questions

Michael F. Mahoney has been promoted to President and Chief Executive Officer and appointed to the Board of Directors. William H. Kucheman has retired as Interim CEO and from the Board, moving into a Senior Advisor role and then a consulting position.

Boston Scientific approved the 2013 Annual Bonus Plan, which is tied to corporate performance metrics like adjusted earnings per share and global sales. Additionally, two performance share programs were established for 2013: one focused on Total Shareholder Return (TSR) compared to the S&P 500 Healthcare Index, and another on achieving Free Cash Flow (FCF) targets.

Mr. Mahoney will receive a $750,000 promotional bonus within 30 days of his appointment. This bonus is subject to reimbursement if he voluntarily leaves the company before the first anniversary of his promotion. His ongoing compensation details would be in his offer letter.

Mr. Kucheman will serve as a Senior Advisor through the end of 2012, continuing to receive his annualized base salary of $900,000 and remaining eligible for incentive awards. From January 1, 2013, he will provide consulting services for up to 52 days a year at a rate of $4,500 per day, with expenses reimbursed.