BOSTON SCIENTIFIC CORP BSX

30% shingled-prose overlap between the two filings.

2025: 71,614 chars · 2026: 78,189 chars

• Committee Report:28% overlap (3,170 → 3,330 chars)
• Pay Ratio (Item 402(u)):64% overlap (3,697 → 3,690 chars)
• Say-on-Pay proposal:10% overlap (25,000 → 2,850 chars)

• changedThis Compensation Discussion & Analysis section describes material elements of our 2025 2024compensation program for our named executive officers (NEOs), who are whichincludesour Chief Executive Officer (CEO), our Chief Financial Officer (CFO), and our three other most highly compensated executive officers, as well as our former chief financial officer and one other former highly-compensatedexecutive officer who each retired during fiscal 2025. officers.
• changedNEOs for the year ended December 31, 2025 are 2024wereas follows:
• changedMahoneyChairman of the Board, President and Chief Executive OfficerJonathan R. OfficerDanielJ.
• newMonson(1)Executive Vice President and Chief Financial OfficerVance R.
• newBrownExecutive Vice President, General Counsel and Corporate SecretaryArthur C.
• changedFitzgeraldExecutive Vice President and Group President, CardiovascularDaniel J. CardiologyJeffreyB.
• newBrennan(2)Former Executive Vice President and Chief Financial OfficerJeffrey B.
• changedMirviss(3)Former Executive MirvissExecutiveVice President and President, Peripheral Interventions
• new(1)Mr. Monson became Executive Vice President and CFO of the Company effective as of June 30, 2025.
• new(2)Effective June 29, 2025, Mr. Brennan retired from his role as Executive Vice President and CFO and served as a Senior Advisor until his retirement from the Company effective October 3, 2025.
• new(3)Mr. Mirviss retired from his role as Executive Vice President and President, Peripheral Interventions, effective December 1, 2025, and served as a Senior Advisor until his retirement from the Company effective February 27, 2026.
• changedStrategic Imperatives Linked to 2025 2024Executive Compensation
• changedDuring 2025, 2024,our management team advanced continuedtoexecuteonour category leadership strategy, focusing on innovation and diversification, and enhancing our capabilities for the future.
• newConsistent with our pay-for-performance strategy, the Compensation Committee established ambitious yet achievable targets aligned with our internal plan and external guidance, designed to motivate employees to drive long-term stockholder value.
• newIn 2025, we delivered strong financial performance, exceeding our financial goals for the year, while continuing to position the Company well for 2026 and beyond.
• changedWe are proud of our global team, their continued focus on our core mission and values, and their dedication unwaveringcommitmentto supporting our customers and their patients.
• changedIn setting our compensation program goals for the year, the Compensation Committee continued to focus on empowering employees to execute on our strategic imperatives, helpdrive innovation, enhance improvethe quality of healthcare of allpatients globally, deliver acrosstheglobe,accelerateprofitable revenue growth, and increase stockholder value in 2025. 2024.
• changedWe believe that continued execution against focusonthese strategic imperatives positions the Company to deliver value for willbenefitpatients and customers and supports leadtostrong performance across key financial metrics, including those incorporated into our short- and long-term incentive compensation programs, as described in further detail below. immediatelybelowinthisProxyStatement.
• new48 2026 Proxy Statement
• changedOur short- and long-term incentive plans incorporate metrics designed to align with the objectives of driving profitable growth and rewarding Company and individual performance consistent with progressrelatedtoour strategic imperatives.
• changedSignificant portions of paypursuanttoourexecutive compensation programsare tied to Company performance across a range varietyof key metrics, and the ultimately,value delivered under these programs is designed to, and continues to be, closely aligned with long-term stockholder value.
• newThese metrics reflect the results of the strategic imperatives that guide our business.
• changed2025 2024Annual Bonus Plan:
• changedPursuant to our 2025 2024Annual Bonus Plan (ABP), a single Company-wide Applicable Distribution Percentage was Percentage,whichisdetermined based on bythe Company’s performance measured against Company financial metrics of Adjusted Net Sales(1), Sales,Adjusted Earnings Per Share (Adjusted EPS)(1) EPS)and Adjusted Operating Income Margin (Adjusted OIM)(1), each as calculated in accordance with the 2025 2024ABP, and was used isutilizedto determine the final bonus payout for each participating applicableemployee, including our executive officers.
• changedThe Applicable Distribution Percentage could maybe further modified based on the Company’s performance against environmental, social and governance (ESG) and quality objectives. goals.
• changedRefer to Short-Term Incentives on page 60 57for further information on our 2025 2024ABP.
• changedFinancial MetricsAdjusted Net Sales(1)Adjusted EPS(1)Adjusted OIM(1)Each links OperatingIncomeMargin(1)Linksto the success of our category leadership strategy, expansion into high-growth adjacencies, adjacenciesand driving profitable growth.ESG (Modifier)Employee engagement and environmental goals promote responsible and sustainable (Modifier)Promotesbuildingvalue creation responsiblyandsustainablyby reducing our environmental impact, supporting the communities in which we live and work, and fostering an inclusive, inclusivevalues-driven workforce workplacethat attracts, retains and inspires company culture.Quality diversetalent.Quality(Modifier)Allows the Board to reduce annual bonus funding for failure to meet quality objectives, reinforcing accountability across the Company, while our robust quality system supports our category leadership strategy.
• changed(1)Adjusted Net Sales, Adjusted EPS and Adjusted OIM, each as calculated in accordance with the 2025 2024ABP, are non-GAAP financial measures. notpreparedinaccordancewithgenerallyacceptedaccountingprinciplesintheUnitedStates(GAAP).
• newAdjusted OIM was first added to the ABP in 2024.
• new2025 Long-Term Incentives:
• changedFifty percent (50%) of our 2025 2024long-term incentive awards granted to our executive officers were wasin the form of performance-based RSUs pursuant to our 2025 2024Organic Net Sales Growth Performance Share Program (ONSG PSP) and 2025 2024relative Total Shareholder Return Performance Share Program (rTSR PSP).
• changedThe structures of each of the 2025 2024ONSG PSP and rTSR PSP were unchanged from the 2024 2023programs, as further discussed below in Long-Term Incentives on page 66. 62.
• changedPerformance Share Programs2025 Programs2024ONSG PSPThe ONSG PSP compares our organic net sales growth performance over a three-year period against our financial plan, providing incentives for the achievement of a key business performance objective critical to the Company’s success.2025 success.2024rTSR PSPThe rTSR PSP is substantially similar to the 2024 2023rTSR PSP, and is a measure of the long-term success of our business and strategy relative to the S&P 500 Health Care Index and helps to further align executive compensation and stockholder value.
• new2026 Proxy Statement49
• newResults for 2025 ABP and Long-Term Incentive Plans
• changedBelow is a summary of our 2025 2024results for the financial metrics in the Company’s ourshort- and long-term incentive plans.
• newABP Financial Metrics2025 Reported Results$20.074 billion GAAP Net Sales$1.94GAAP Net Income Per Share18.0%GAAP Operating Income Margin2025 Adjusted Results for ABP$ 19.931 billion Adjusted Net Sales(1)(2) $3.06Adjusted Net Income PerShare (Adjusted EPS)(1)(2) 28.0%Adjusted Operating IncomeMargin(1)(2)rTSR and ONSG PSP Financial Metrics119.29%3-year rTSR(4)For 2023 rTSR PSP16.6% Average GAAP Net Sales Growth 2023 - 202514.8% Average Organic Net Sales Growth(1)(2) 2023 - 2025 For 2023 ONSG PSP(3)
• newAdjusted OIM was first added to the ABP in 2024.
• changed(2)As used in the 2025 2024ABP, (i) Adjusted Net Sales excludes foreign currency fluctuations and the impact of net sales from certain acquisitions completed after the establishment of the internal financial plan, as applicable, (ii) Adjusted EPS excludes the impact of certain charges (credits) which may include amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), investment portfolio net losses (gains) and impairments, restructuring and restructuring-related net charges (credits), andcertainlitigation-related net charges (credits), European Union (EU) Medical Device Regulation (MDR) implementation costs, debt extinguishment net charges, deferred tax expenses (benefits) and discrete tax items and (iii) Adjusted OIM reflects the Company’s adjusted operating income (GAAP revenue less cost of goods sold less operating expenses, adjusted for certain items consistent with those excluded to determine Adjusted EPS) as a percentage of net sales.
• changedONSG excludes the impact of foreign currency fluctuations and certain acquisitions and divestitures for which there is less than a full period of comparable net sales.
• changed(3)2023 (3)2024ONSG PSP had hasa three-year performance period, comparing actual ONSG performance against our financial plan for the period from January 1, 2023 2024to December 31, 2025. 2026.
• changed(4)Three-year rTSR TSRfor the period from January 1, 2023 2022to December 31, 2025. 2024.
• changedPlease see 2025 2024Relative Total Shareholder Return Performance Share Program on page 81 77for how we calculate rTSR. TSR.
• changedWe maintain a disciplined approach to the management of our incentive compensation programs.
• changedEach year, we set ambitious yet butachievable program targets, taking into consideration relevant, reasonably foreseeable company-specific and macroeconomic conditions, circumstances,to appropriately motivate employees.
• changedIn general, we strive to set targets that are aligned consistentwith our corporate goals, including our operating plan and external guidance, and that are structured to whichtypicallyincrease year-over-year.
• new50 2026 Proxy Statement
• changedBelow is a historical view of our approach to setting targets and actual achieved results for the Adjusted Net Sales, Adjusted EPS Salesand Adjusted OIM EPSmetrics under our ABP.
• changed(1)Adjusted Net Sales (actual and targets; amounts shown in millions), Adjusted EPS (actual and targets) millions)and Adjusted OIM EPS(actual and targets) are non-GAAP financial measures.
• newAdjusted OIM was first added to the ABP in 2024.
• changedFor a reconciliation of these thenon-GAAP financial measures discussedhereinto the most directly comparable GAAP financial measures and insight into how these non-GAAP financial measures are considered by management, please see Annex A to this Proxy Statement.
• changedIn addition, where below target performance results in necessitatesa lower payout, we do not supplement executive compensation with off-cycle grants to offset the thisimpact.
• changedOver time, we have alsomade targeted structural adjustments to our programs overtimeto reinforce our pay-for-performance strategy, philosophy,including in 2023 replacing our Free Cash Flow PSP with the ONSG PSP, which has a three-year rather than a one-year performance period.
• changedIn 2024, the2024ABP,we added includedAdjusted OIM as a financial metric and changed the ESG scorecard to a modifier that can increase or decrease the Company-wide Applicable Distribution Percentage based on the Company’s performance towards employee engagement and environmental ESGgoals, while retaining the quality modifier.
• newTogether, these financial metrics and modifiers reflect our commitment to strong operational execution, sustainable performance, and quality outcomes aligned with our strategic initiatives.
• changedOur executive compensation strategy philosophyis to provide appropriate competitive compensation opportunities to our executives, executiveswith actual pay outcomes tied to achievement of Company performance targets and individual objectives performancetargetsin support of our business strategy and the creation of long-term stockholder value.
• changedEach year, the Compensation Committee reviews assessesour CEO’s actual compensation relative to the Company’s performance.
• changedThe graph on the following page illustrates showsthe relationship between ofour CEO’s total direct compensation (TDC) (as disclosed in the Summary Compensation Table of this Proxy Statement), and Statement)comparedagainstour cumulative TSR performance over ineach of the last three years.
• changedFor purposes of this graph, TheTDC inthischartconsists of base salary and annual short- and long-term incentives.
• changedAs shown, illustrated,CEO compensation has wasgenerally been aligned with Company performance.
• new2026 Proxy Statement51
• changed(1)Amounts in the 2023, 2024 2022,2023and 2025 2024columns were calculated as follows:
• changed•the values of the annual equity awards granted on February16,2022,February 14, 2023, 2023andFebruary 12, 2024 and February 13, 2025 were determined in accordance with FASB ASC Topic 718, as described in the footnotes to the Summary Compensation Table beginning on page 76; 72;
• new•the actual ABP award for 2023, 2024 and 2025; and
• changed•the annual base salary earned in 2023, 2024 2022,2023and 2025. 2024.
• changed(2)TSR represents cumulative TSR on a fixed investment of $100 in our common stock for the period beginning on the last trading day of 2022 2021through the end of the applicable year and is calculated assuming the reinvestment of dividends.
• changedThe following chart shows the value of the primary elements of TDC, consisting of base salary and annual short- and long- term incentives, for our CEO in 2025 2024(i) at “target” opportunity as considered by our Compensation Committee; (ii) as disclosed in our Summary Compensation Table on page 76; 72;and (iii) as “realizable” at December 31, 2025. 2024.
• changedThese values were calculated using the 2025 2024base salary, annual equity incentives and ABP award amounts for our CEO as set forth in the table following this chart.
• changed2025 2024CEO Compensation Target vs. Summary Compensation Table vs. Realizable ($ in 000s)
• new52 2026 Proxy Statement
• changedValuation of Compensation ComponentBase SalaryAnnual Bonus Plan AwardLong-Term IncentivesTargetAnnual base salary approved in February 2025Target 2025 2024Target2024ABP AwardAnnual equity awards granted on February 13, 2025, 12,2024,with (a) stock options valued in accordance with FASB ASC Topic 718 and (b) service-based restricted stock units (RSUs) and performance-based RSUs valued at target (the number of units and target units awarded multiplied by the closing price of our common stock on the date of grant).Summary Compensation TableAnnual base salary earned in 2025Actual 2025 2024Actual2024ABP AwardAnnual equity awards granted on February 13, 2025, 12,2024,with the value of each award determined in accordance with FASB ASC Topic 718.RealizableAnnual base salary earned in 2025Actual 2025 2024Actual2024ABP AwardAnnual equity awards granted on February 13, 2025, 12,2024,with:(a) stock options valued at their intrinsic value (number of options awarded multiplied by the closing price of our common stock on the last trading day of 2025 2024less the exercise price of such options);(b) service-based RSUs valued using the number of units awarded multiplied by the closing price of our common stock on the last trading day of 2025;(c) 2024;(c)rTSR performance-based RSUs valued using 130% 200%of the target rTSR performance-based RSUs due to the Company’s rTSR rank being 61st 98thpercentile (130% (200%of the target number of units multiplied by the closing price of our common stock on the last trading day of 2025); 2024);and(d) ONSG performance-based RSUs valued using 200% due to 2025 2024performance being between target and maximum (200% of the target number of units multiplied by the closing price of our common stock on the last trading day of 2025). 2024).
• changed•the decrease increasein our common stock’s closing price on the last trading day of fiscal 2025 ($95.35) 2024($89.32)compared to its closing price on February 13, 2025 ($106.14), 12,2024($64.99),the grant date for the 2025 2024annual equity awards;
• changed•the rTSR performance-based RSUs granted in 2025 2024tracking at 130% 200%of target as of December 31, 2025 2024due to the Company’s 61st 98thpercentile rTSR rank; and
• changed•the ONSG performance-based RSUs granted in 2025 2024tracking at 200% of target as of December 31, 2025 2024due to 2025 2024performance being between target and maximum.
• changedThe long-term incentive portion of the CEO’s compensation remains willremain“at-risk” and its thevalue continues to willvary until the completion of applicable thevesting periods or, in the case of stock options, oruntilthe exercise date for each of the equity awards.
• changedThe chart on the following page further illustrates demonstratesthe relationship between theCEO pay and the Company’s performance performance,and provides a longer-term view of our CEO’s realizable pay, which represents isameasureofthe value that might be earned by Mr. Mahoney based on performance as of a given date.
• changedRealizable pay is calculated in accordance with the methodology described in the Valuation of Compensation Component table above, for each year presented, oftheyearsinquestion,except that equity awards are valued at December 31 of each respective year, rather than December 31, 2025. 2024.
• changedTSR is calculated in accordance with the methodology described in the 2025 2024Relative Total Shareholder Return Performance Share Program section of this Proxy Statement and is based on $100 invested on December 31, 2021. 2020.
• new2026 Proxy Statement53
• changed2021 - 2025 2024CEO Realizable Pay and 5-Year 4-YearIndexed TSR(1)

More changes truncated for legibility. Open the filings on SEC for full prose.