BOSTON SCIENTIFIC CORPORATION Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (i) 2022 Annual Bonus Plan
On
As part of the Company's overall compensation program, the 2022 Annual Bonus Plan provides an annual cash incentive opportunity for eligible exempt and nonexempt indirect labor or equivalent personnel (including the Company's named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics. The 2022 Annual Bonus Plan provides:
• for a single bonus pool (the "Total Annual Bonus") that will be based on the
Company's performance measured against achievement of corporate-level performance
goals for adjusted earnings per share; global sales as defined by the annual bonus
plan, excluding the impact of foreign currency fluctuations and the impact of
acquisitions and divestitures not contemplated in the annual operating plan; human
capital metrics; as well as a quality assessment;
• the Total Annual Bonus, as operated, will have a ceiling of 150% of the Aggregate
Annual Target, with the Board having discretion to terminate, suspend or modify
the plan and to reduce the Total Annual Bonus based on the Company's performance
relative to its quality objectives and performance of its quality systems;
• the Total Annual Bonus will be allocated among corporate, global supply chain and
each participating business, and region (each, a "participating unit"). For
corporate and global supply chain funding units (other than manufacturing plants),
funding will track to the Total Annual Bonus pool funding, within a range of 10% in
either direction, depending on the CEO's assessment of the participating unit's
performance. For businesses, regions, and manufacturing plants, funding will be
based on each participating unit's overall and relative performance measured against
its achievement of that unit's predetermined "Scorecard" performance metrics and
goals and taking into consideration, as appropriate, other factors; such allocation
will be a percentage of the annual bonus pool target for each participating unit
(representing the total target annual bonuses of all eligible employees for the year
within that unit) (each such allocated amount, an "Assigned Bonus Pool "); and
• the Assigned Bonus Pool for each participating unit will then be allocated among all
managers of plan participants within that participating unit. Such managers will
then evaluate the performance of the participants under their management and
determine, for each participant, the percentage (between 0% and 150%) of the
participant's target annual bonus that will be used to determine the participant's
bonus award.
Awards to certain executive officers under the 2022 Annual Bonus Plan are subject to the Company's recoupment policy, which provides that, to the extent permitted by law, the Company may seek reimbursement of a bonus award in the event of an executive officer's misconduct or gross dereliction of duty that results in a material violation of Company policy and causes significant harm to the Company. The Company may also seek reimbursement of a bonus award if there is a restatement of the Company's financial results that would have reduced a previously granted bonus award's size or payment. The amount to be recouped would be the amount of any such reduction. Finally, if the Company determines that it is required by law to apply a "clawback" or alternate recoupment provision to a bonus award, under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") or otherwise, then such clawback or recoupment provision also will apply to the bonus award, as applicable, as if it had been included on the date the 2022 Annual Bonus Plan was established.
This description of the 2022 Annual Bonus Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such plan. A copy of the 2022 Annual Bonus Plan is included in this filing as Exhibit 10.1 and incorporated herein by reference. (ii) 2022 Performance Share Programs
On
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(the "2022 TSR PSP") and the
The purpose of the 2022 TSR PSP is to align the Company's executive compensation
program with the interests of stockholders and to reinforce the concept of pay
for performance by comparing the Total Shareholder Return ("TSR") of the
Company's common stock to the TSR of the other companies included in the S&P 500
Healthcare Index over a three-year period beginning on
This description of the 2022 TSR PSP does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such program. A copy of the 2022 TSR PSP is included in this filing as Exhibit 10.2 and incorporated herein by reference.
(B) 2022 Free Cash Flow Performance Share Program
The purpose of the 2022 FCF PSP is to align the Company's executive compensation
program with the interests of stockholders and to reinforce the concept of pay
for performance by providing incentives for the achievement of key business
performance objectives critical to its success. Under the 2022 FCF PSP,
performance will be measured by comparing the Company's free cash flow, as
defined by the 2022 FCF PSP, for the one-year period beginning on
This description of the 2022 FCF PSP does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such program. A copy of the 2022 FCF PSP is included in this filing as Exhibit 10.3 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Description
Boston Scientific Corporation 2022 Annual Bonus Plan, effective as of
10.1* January 1, 2022
Boston Scientific Corporation 2022 Total Shareholder Return Performance
10.2* Share Program
Boston Scientific Corporation 2022 Free Cash Flow Performance Share
10.3* Program
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Documents filed or furnished with this report.
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