Boston Scientific (BSX) DEFR14A22 Mar 23Revised proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2022
Document Information [Line Items]
Document Type	DEFR14A
Amendment Flag	true
Amendment Description	This Amendment No. 1 amends and restates in its entirety the Definitive Proxy Statement and related Proxy Card that was originally filed by Boston Scientific Corporation with the Securities Exchange Commission on March 22, 2023 (the “Original Definitive Proxy Statement”). The Original Definitive Proxy Statement was filed in connection with Boston Scientific's 2023 Annual Meeting of Stockholders to be held on May 4, 2023.This Amendment No. 1 is being filed for the sole purpose of including Inline eXtensible Business Reporting Language, or Inline XBRL, data tagging, which was inadvertently omitted from the Original Definitive Proxy Statement due to a processing error. No other changes have been made to the Original Definitive Proxy Statement.
Entity Information [Line Items]
Entity Registrant Name	Boston Scientific Corporation
Entity Central Index Key	0000885725

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Pay vs Performance Disclosure [Table]
Pay vs Performance [Table Text Block]	Year (1) Summary Compensation Table Total for CEO/PEO ($) Compensation Actually Paid to CEO/PEO ($) (2) Average Summary Compensation Table for Non-PEO Named Executive Officers ($) Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3) Value of Initial Fixed $100 Net Adjusted Net Sales ($ millions) (5) Total Shareholder Return ($) Peer Group Total Shareholder Return ($) (4) 2022 16,941,961 21,632,710 4,438,118 5,538,868 102.32 113.92 698 13,206 2021 16,064,039 20,440,299 3,905,481 4,972,710 93.94 140.40 1,041 11,646 2020 13,773,795 (5,088,265) 3,705,762 (443,641) 79.50 117.63 (82) 9,955
Company Selected Measure Name	Adjusted Net Sales
Named Executive Officers, Footnote [Text Block]	The CEO/PEO and NEO/Non-PEO Named Executive Officers included in the above compensation columns reflect the following: Year CEO/PEO Non-PEO NEOs 2022 Michael F. Mahoney Daniel J. Brennan, Joseph M. Fitzgerald, Jefferey J. Mirviss and Arthur C. Butcher 2021 Michael F. Mahoney Daniel J. Brennan, Joseph M. Fitzgerald, Jefferey J. Mirviss and David A. Pierce 2020 Michael F. Mahoney Daniel J. Brennan, Joseph M. Fitzgerald, Jefferey J. Mirviss and Edward F. Mackey
Peer Group Issuers, Footnote [Text Block]	We selected the Standard & Poor (S&P) 500 Health Care Index (referred to herein as the “Health Care Index”) as our peer group for purposes of this disclosure, which was comprised of 62-64 companies for the years 2020-2022 included in the S&P 500 that are classified as members of the GICS ® Health Care sector primarily engaged in Health Care Equipment and Services, Pharmaceuticals, Biotechnology and Life Sciences, including the Company and other mid-cap and large-cap healthcare companies. The Health Care Index is the same performance peer group selected by the Compensation Committee for determining the achievement of targets of TSR performance-based deferred stock units (DSUs) and RSUs granted to our NEOs, including our CEO, between 2020 and 2022. See the Compensation Discussion & Analysis section titled “Long Term Incentives” in this Proxy Statement for additional information.
PEO Total Compensation Amount	$ 16,941,961	$ 16,064,039	$ 13,773,795
PEO Actually Paid Compensation Amount	$ 21,632,710	20,440,299	(5,088,265)
Adjustment To PEO Compensation, Footnote [Text Block]	"Compensation Actually Paid" to the CEO/PEO reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: Adjustments to Determine Compensation “Actually Paid” for CEO/PEO 2022 ($) 2021 ($) 2020 ($) Total Reported in Summary Compensation Table 16,941,961 16,064,039 13,773,795 Less Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT 376,667 360,000 399,686 Plus “Service Cost” for Pension Plans 0 0 375,972 Less for Amounts Reported under the “Stock Awards” Column in the SCT 9,924,100 9,126,292 8,395,367 Less for Amounts Reported under the “Option Awards” Column in the SCT 2,874,985 2,749,999 2,749,991 Plus the Fair Value of Awards Granted during covered year that Remain Unvested as of Year-end 13,748,034 14,273,008 7,458,564 Plus the Change in Fair Value from prior Year-end to current Year-end of Awards Granted prior to covered year that were Outstanding and Unvested as of Year-end 4,283,677 2,596,137 (13,208,804) Plus the Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to covered year that Vested during covered year 315,254 903,733 (1,942,748) Less the Fair Value as of prior Year-End of Awards Granted prior to covered year that were Forfeited during covered year 480,464 1,160,327 0 Total Adjustments 4,690,749 4,376,260 (18,862,060) Compensation Actually Paid 21,632,710 20,440,299 (5,088,265) “Compensation Actually Paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion & Analysis. Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior year, in accordance with Item 402(v) of Regulation S-K. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the PVP Table.
Non-PEO NEO Average Total Compensation Amount	$ 4,438,118	3,905,481	3,705,762
Non-PEO NEO Average Compensation Actually Paid Amount	$ 5,538,868	4,972,710	(443,641)
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]	The average "Compensation Actually Paid" to the Non-PEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table: Adjustments to Determine Average Compensation “Actually Paid” for Non-PEO NEOs 2022 Average ($) 2021 Average ($) 2020 Average ($) Total Reported in Summary Compensation Table 4,438,118 3,905,481 3,705,762 Less Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT 122,326 59,942 121,136 Plus “Service Cost” for Pension Plans 16,435 0 67,192 Less Amounts Reported under the “Stock Awards” Column in the SCT 2,180,154 1,918,553 1,852,695 Less Amounts Reported under the “Option Awards” Column in the SCT 693,740 578,120 774,993 Plus the Fair Value of Awards Granted during covered year that Remain Unvested as of Year-end 3,103,987 3,000,519 1,937,832 Plus the Change in Fair Value from prior Year-end to current Year-end of Awards Granted prior to covered year that were Outstanding and Unvested as of Year-end 1,004,348 636,900 (2,652,595) Plus the Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to covered year that Vested during covered year 65,014 208,010 (753,008) Less the Fair Value as of prior Year-End of Awards Granted prior to covered year that were Forfeited during covered year 92,814 221,585 — Total Adjustments 1,100,750 1,067,229 (4,149,403) Compensation Actually Paid 5,538,868 4,972,710 (443,641) “Compensation Actually Paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion & Analysis. Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior year, in accordance with Item 402(v) of Regulation S-K. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the PVP Table.
Compensation Actually Paid vs. Total Shareholder Return [Text Block]	The graph below shows the relationship between (i) the three-year total return to stockholders on our common stock and the return on the Health Care Index, in each case assuming $100 was invested in our common stock and in the Health Care Index on December 31, 2019 and that any dividends were reinvested, and (ii) the CAP for our CEO/PEO and the average CAP for our non-PEO NEOs for each of 2022, 2021 and 2020. Relationship Between Compensation Actually Paid and Company/Peer Group Total Shareholder Return
Compensation Actually Paid vs. Net Income [Text Block]	The graph below shows the relationship between our net income and the CAP for our CEO/PEO and the average CAP for our non-PEO NEOs for each of 2022, 2021 and 2020. Relationship Between Compensation Actually Paid and Net Income
Compensation Actually Paid vs. Company Selected Measure [Text Block]	The graph below shows the relationship between our Adjusted Net Sales and the CAP for our CEO/PEO and the average CAP for our non-PEO NEOs for each of 2022, 2021 and 2020. Relationship Between Compensation Actually Paid and Adjusted Net Sales
Tabular List [Table Text Block]	Adjusted EPS* Adjusted FCF* Adjusted Net Sales* DE&I Targets Employee Engagement Targets Environmental Targets Relative Total Shareholder Return
Total Shareholder Return Amount	$ 102.32	93.94	79.50
Peer Group Total Shareholder Return Amount	113.92	140.40	117.63
Net Income (Loss)	$ 698	$ 1,041	$ (82)
Company Selected Measure Amount	13,206	11,646	9,955
PEO Name	Michael F. Mahoney	Michael F. Mahoney	Michael F. Mahoney
Additional 402(v) Disclosure [Text Block]	*Adjusted EPS, Adjusted FCF and Adjusted Net Sales are not prepared in accordance with GAAP. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and insight into how these non-GAAP measures are considered by management, please see Annex A to this Proxy Statement.
Measure [Axis]: 1
Pay vs Performance Disclosure [Table]
Measure Name	Adjusted EPS*
Measure [Axis]: 2
Pay vs Performance Disclosure [Table]
Measure Name	Adjusted FCF*
Measure [Axis]: 3
Pay vs Performance Disclosure [Table]
Measure Name	Adjusted Net Sales*
Non-GAAP Measure Description [Text Block]	Adjusted Net Sales represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs, including our CEO, for the most recently completed fiscal year to the Company’s performance. Adjusted Net Sales is a non-GAAP measure and is calculated as net sales on a GAAP basis excluding the impact of revenue from acquisitions completed after the establishment of the internal financial plan, as applicable, and foreign currency fluctuations. For a reconciliation of Adjusted Net Sales to the most directly comparable GAAP financial measure and insight into how Adjusted Net Sales is considered by management, please see Annex A to this Proxy Statement.
Measure [Axis]: 4
Pay vs Performance Disclosure [Table]
Measure Name	DE&I Targets
Measure [Axis]: 5
Pay vs Performance Disclosure [Table]
Measure Name	Employee Engagement Targets
Measure [Axis]: 6
Pay vs Performance Disclosure [Table]
Measure Name	Environmental Targets
Measure [Axis]: 7
Pay vs Performance Disclosure [Table]
Measure Name	Relative Total Shareholder Return
Measure [Axis]: 8
Pay vs Performance Disclosure [Table]
Other Performance Measure Amount	100
PEO [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ (18,862,060)	$ 4,376,260	$ 4,690,749
PEO [Member] \| Adjustment, Change in Pension Value and Non-qualified Deferred Compensation Earnings [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	376,667	360,000	399,686
PEO [Member] \| Adjustment, Service Cost [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	0	0	375,972
PEO [Member] \| Adjustment, Stock Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	9,924,100	9,126,292	8,395,367
PEO [Member] \| Adjustment, Option Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	2,874,985	2,749,999	2,749,991
PEO [Member] \| Adjustment, Equity Awards Granted During the Year, Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	13,748,034	14,273,008	7,458,564
PEO [Member] \| Adjustment, Equity Awards Granted in Prior Years, Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	4,283,677	2,596,137	(13,208,804)
PEO [Member] \| Adjustment, Equity Awards Granted in Prior Years, Vested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	315,254	903,733	(1,942,748)
PEO [Member] \| Adjustment, Equity Awards Granted in Prior Years, Forfeited [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	480,464	1,160,327	0
Non-PEO NEO [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(4,149,403)	1,067,229	1,100,750
Non-PEO NEO [Member] \| Adjustment, Change in Pension Value and Non-qualified Deferred Compensation Earnings [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	122,326	59,942	121,136
Non-PEO NEO [Member] \| Adjustment, Service Cost [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	16,435	0	67,192
Non-PEO NEO [Member] \| Adjustment, Stock Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	2,180,154	1,918,553	1,852,695
Non-PEO NEO [Member] \| Adjustment, Option Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	693,740	578,120	774,993
Non-PEO NEO [Member] \| Adjustment, Equity Awards Granted During the Year, Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	3,103,987	3,000,519	1,937,832
Non-PEO NEO [Member] \| Adjustment, Equity Awards Granted in Prior Years, Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	1,004,348	636,900	(2,652,595)
Non-PEO NEO [Member] \| Adjustment, Equity Awards Granted in Prior Years, Vested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	65,014	208,010	(753,008)
Non-PEO NEO [Member] \| Adjustment, Equity Awards Granted in Prior Years, Forfeited [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 92,814	$ 221,585	$ 0