01—Abstract
Summary
Summary of the 8-K filed November 19, 2025. Cited figures are marked; the original filing is the authoritative source.
Boston Scientific Corporation (BSX) has filed an 8-K report detailing the approval of its 2026 Annual Bonus Plan and two new Performance Share Programs: the 2026 Relative Total Shareholder Return Performance Share Program (2026 rTSR PSP) and the 2026 Organic Net Sales Growth Performance Share Program (2026 Organic Net Sales PSP).
These plans, effective for the 2026 performance year and subsequent periods, are designed to align executive compensation with company performance and shareholder interests. The annual bonus plan focuses on global sales, adjusted earnings per share, operating income, and sustainability goals, with potential payouts ranging from 0%a to 225% of target bonuses based on company and individual performance. The performance share programs are designed as long-term incentives.
The 2026 rTSR PSP will reward executives based on Boston Scientific's Total Shareholder Return relative to the S&P 500 Healthcare Index over a three-year period (2026-2028), with awards ranging from 0%b to 200% of target. The 2026 Organic Net Sales PSP will incentivize executives based on the company's organic net sales growth over the same three-year period, also with award potential from 0% to 200% of target. Both performance share programs are subject to vesting criteria and clawback provisions, aligning with regulatory requirements.
02—Key points
Key Highlights
- Boston Scientific Corporation approved its 2026 Annual Bonus Plan for the performance year January 1, 2026, through December 31, 2026.
- The 2026 Annual Bonus Plan ties cash incentives to company-wide performance metrics including global sales, adjusted earnings per share, operating income, and corporate sustainability goals.
- Individual bonus payouts under the 2026 Annual Bonus Plan can range from 0% to 225% of the target bonus, influenced by company performance (0%-150% distribution percentage) and individual performance (0%-150% modifier).
- Two new performance share programs were approved: the 2026 Relative Total Shareholder Return Performance Share Program (2026 rTSR PSP) and the 2026 Organic Net Sales Growth Performance Share Program (2026 Organic Net Sales PSP).
- The 2026 rTSR PSP will measure executive compensation against the Total Shareholder Return of the S&P 500 Healthcare Index over a three-year period (2026-2028), with awards ranging from 0% to 200% of target.
- The 2026 Organic Net Sales PSP will reward executives based on the company's organic net sales growth over the 2026-2028 performance period, with awards ranging from 0% to 200% of target.
- All executive awards under these new plans are subject to the Company's discretionary recoupment policy and Dodd-Frank Clawback Policy, including provisions for misconduct or gross dereliction of duty.
03—Questions
Frequently Asked Questions
What are the key performance metrics for the 2026 Annual Bonus Plan?
The 2026 Annual Bonus Plan's company-wide performance metrics include global sales, adjusted earnings per share, operating income (as a percent of sales), and attainment of corporate sustainability goals. Individual performance also influences the final bonus award.
What is the maximum potential payout for an individual under the 2026 Annual Bonus Plan?
An individual participant can receive a maximum payout of 225% of their target bonus. This is achieved through a combination of the company's performance determining the distribution percentage (up to 150%) and the individual's performance modifier (up to 150%).
How will the 2026 Relative Total Shareholder Return Performance Share Program (2026 rTSR PSP) be measured?
The 2026 rTSR PSP measures Boston Scientific's Total Shareholder Return (TSR) over a three-year period (January 1, 2026 - December 31, 2028) against the TSR of other companies within the S&P 500 Healthcare Index. The award payout ranges from 0% to 200% of the target award based on the company's TSR rank.
What defines 'organic net sales growth' for the 2026 Organic Net Sales PSP?
Organic net sales growth, as defined for the 2026 Organic Net Sales PSP, excludes the impact of foreign currency fluctuations and the impact of certain acquisitions and divestitures for which there are less than a full period of comparable net sales. Performance is measured over the three-year period from January 1, 2026, to December 31, 2028.
Are there provisions for clawing back bonuses or performance shares?
Yes, awards to certain executive officers under both the 2026 Annual Bonus Plan and the 2026 Performance Share Programs are subject to the Company's discretionary recoupment policy and its Dodd-Frank Clawback Policy. These policies allow the company to seek reimbursement in cases of executive misconduct or gross dereliction of duty that results in a material violation of company policy and causes significant harm.
04—Continue