8-KLeadership ChangesExhibits & Filings

BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Nov 20, 2019)

Filed November 20, 2019For Securities:BSX

Summary

Boston Scientific Corporation (BSX) filed an 8-K on November 19, 2019, detailing the approval of its 2020 executive compensation plans. Key among these are the 2020 Annual Bonus Plan and two new Performance Share Programs: the 2020 Total Shareholder Return Performance Share Program (2020 TSR PSP) and the 2020 Free Cash Flow Performance Share Program (2020 FCF PSP). These plans are designed to align executive incentives with company performance, focusing on metrics such as adjusted earnings per share, global sales, quality, operating income margin, total shareholder return relative to the S&P 500 Healthcare Index, and free cash flow against financial plans. The 2020 Annual Bonus Plan is largely similar to its 2019 predecessor, with a bonus pool tied to corporate performance metrics and subject to a 50%-150% ceiling/floor of the aggregate target, with board discretion. The Performance Share Programs introduce long-term incentives, with the 2020 TSR PSP evaluating performance over three years against a healthcare index, and the 2020 FCF PSP focusing on a one-year free cash flow target. Both long-term incentive plans include recoupment provisions for executive misconduct, financial restatements, or mandated clawbacks.

Key Highlights

  • 1Approval of the 2020 Annual Bonus Plan, largely mirroring the 2019 plan, effective for the 2020 performance period.
  • 2Introduction of two new long-term incentive plans: the 2020 Total Shareholder Return Performance Share Program (2020 TSR PSP) and the 2020 Free Cash Flow Performance Share Program (2020 FCF PSP).
  • 3The 2020 Annual Bonus Plan links payouts to corporate performance metrics including adjusted EPS, global sales (constant currency), quality, and operating income margin, with a bonus pool capped at 150% and floored at 50% of target.
  • 4The 2020 TSR PSP will award performance shares based on Boston Scientific's total shareholder return relative to the S&P 500 Healthcare Index over a three-year period (2020-2022), with potential awards ranging from 0% to 200% of target.
  • 5The 2020 FCF PSP will grant performance shares based on the company's free cash flow achievement compared to its 2020 financial plan for a one-year period, with awards between 0% and 150% of target.
  • 6Both the 2020 Annual Bonus Plan and the Performance Share Programs include provisions for recoupment of awards in cases of executive misconduct, financial restatements, or legally mandated clawbacks.

Frequently Asked Questions

Boston Scientific approved its 2020 Annual Bonus Plan, which is substantially similar to the 2019 plan. The most significant changes are the introduction of two new long-term incentive programs: the 2020 Total Shareholder Return Performance Share Program (2020 TSR PSP) and the 2020 Free Cash Flow Performance Share Program (2020 FCF PSP), designed to further align executive pay with shareholder value and operational success.

The 2020 Annual Bonus Plan bases the total bonus pool on corporate performance metrics, including adjusted earnings per share, global sales on a constant currency basis, quality goals, and operating income margin. The total bonus pool has a ceiling of 150% and a floor of 50% of the aggregate target, with the Board retaining discretion, particularly regarding quality objectives.

The 2020 TSR PSP covers a three-year performance period from January 1, 2020, to December 31, 2022. The number of performance shares awarded will range from 0% to 200% of the participant's target, based on Boston Scientific's total shareholder return (TSR) rank compared to companies in the S&P 500 Healthcare Index.

Yes, awards to certain executive officers under both the 2020 Annual Bonus Plan and the 2020 Performance Share Programs are subject to the company's recoupment policy. This policy allows for recovery of bonuses or performance shares in cases of executive misconduct, gross dereliction of duty leading to material harm or policy violations, financial restatements that would have reduced the award, or any other legally mandated clawback provisions.