8-KLeadership ChangesExhibits & Filings

BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Nov 22, 2023)

Filed November 22, 2023For Securities:BSX

Summary

Boston Scientific Corporation (BSX) has filed an 8-K report detailing changes within its Board of Directors and outlining its executive compensation plans for 2024. Two long-serving directors, Nelda J. Connors and David J. Roux, have announced they will not seek re-election at the 2024 Annual Meeting of Stockholders. Their departures are amicable and not due to any disagreements with the company. The Board will consider the future composition and size of its board in light of these changes. More significantly for investors focused on executive compensation and performance alignment, the company has approved its 2024 Annual Bonus Plan and two Performance Share Programs (PSPs) for 2024. The Annual Bonus Plan links cash incentives to corporate performance metrics including global sales, adjusted earnings per share, operating income, and quality/ESG goals, with a potential maximum payout of 150% of the target bonus. The PSPs, comprising a Relative Total Shareholder Return (rTSR) program and an Organic Net Sales Growth program, are designed to align executive pay with long-term shareholder value creation over a three-year period. These programs reinforce a pay-for-performance philosophy, with potential awards ranging from 0% to 200% of target based on the achievement of specified metrics.

Key Highlights

  • 1Two Board members, Nelda J. Connors and David J. Roux, will not stand for re-election at the 2024 Annual Meeting of Stockholders.
  • 2Departures of Directors Connors and Roux are stated to be voluntary and without disagreement with the Company.
  • 3The Board approved the 2024 Annual Bonus Plan, effective January 1, 2024.
  • 4Annual bonuses will be tied to corporate performance metrics including global sales, adjusted EPS, operating income, and quality/ESG goals.
  • 5Maximum payout for the 2024 Annual Bonus Plan is 150% of the aggregate target annual bonus.
  • 6Two new Performance Share Programs for 2024 were approved: a Relative Total Shareholder Return (rTSR) PSP and an Organic Net Sales Growth PSP.
  • 7These PSPs aim to align executive compensation with long-term stockholder interests and company performance over a three-year period, with potential awards up to 200% of target.

Frequently Asked Questions

Directors Nelda J. Connors and David J. Roux have informed the Company that they will not be seeking re-election at the 2024 Annual Meeting of Stockholders. Their decisions are stated to be voluntary and not due to any disagreements with the Company.

The 2024 Annual Bonus Plan's funding will be based on the achievement of corporate-level performance goals related to global sales, adjusted earnings per share, operating income (as a percent of sales), and attainment of quality and environmental, social, and governance (ESG) Scorecard goals.

The 2024 Performance Share Programs (PSPs) are designed to align executive compensation with long-term shareholder value. The 2024 rTSR PSP measures performance against the S&P 500 Healthcare Index over three years, while the 2024 Organic Net Sales PSP incentivizes growth in the company's net sales over the same period. Both programs allow for award payouts ranging from 0% to 200% of the target number of awards based on performance.

Yes, awards to certain executive officers under both the 2024 Annual Bonus Plan and the 2024 Performance Share Programs are subject to the Company's discretionary recoupment policy and its Dodd-Frank Clawback Policy, as well as any other compensation recovery policies adopted by the Board. These policies allow for the recovery of bonuses or awards in cases of executive misconduct or gross dereliction of duty that results in significant harm to the Company.