Arthur Butcher
Executive Vice President and Group President, MedSurg and Asia Pacific at 
BOSTON SCIENTIFIC
BOSTON SCIENTIFICExecutive
About Arthur Butcher
Arthur C. Butcher, age 54, is Executive Vice President and Group President, MedSurg and Asia Pacific at Boston Scientific, a role he has held since May 2022. He joined Boston Scientific in 1997 and has held senior leadership roles across Endoscopy, Urology & Women’s Health, and Asia Pacific; he holds an MBA from Columbia University and a BA in international relations from the University of Pennsylvania . Company performance metrics tied to his pay include three-year relative TSR versus the S&P 500 Health Care Index and Organic Net Sales Growth (ONSG); rTSR performance ranked the Company at the 98th percentile for 2024 one-year performance and at the 95th rank versus peers for 2023–2024, with ABP funding at the 150% maximum based on exceeding Company targets (Adjusted Net Sales 107% of plan, Adjusted EPS 112% of plan, Adjusted OIM 101% of plan) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boston Scientific | EVP & President, Asia Pacific | 2020–2022 | Led commercialization across divisions in APAC; supported global expansion |
| Boston Scientific | SVP & President, Endoscopy | 2016–2020 | Advanced GI and pulmonary device portfolio; product milestones and launches |
| Boston Scientific | VP & GM, Japan Endoscopy | 2014–2016 | Regional leadership; market development in Japan |
| Boston Scientific | VP, Global Marketing, Endoscopy | 2011–2014 | Built global marketing capabilities and strategy |
| Boston Scientific | VP Marketing & New Business Development, Urology & Women’s Health | 2008–2009 | Led marketing and new business initiatives |
| Boston Scientific | VP Business Development & Strategic Planning, Urology & Women’s Health | 2006–2008 | Guided strategic planning; M&A support |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| STAAR Surgical Company | Director | Since 2024 | Governance at implantable lens innovator; potential ophthalmology insights |
| Acotec Scientific Holdings Limited | Director | Since 2022 | Board seat at Chinese medical device company; APAC market exposure |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 634,329 | 672,077 | 708,884 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | 69,302 | 171,680 | 205,431 |
| All Other Compensation ($) | 2,078,934 | 44,806 | 39,036 |
Notes: 2024 base salary $715,000 approved, reflecting a 5.93% increase from 2023; proxy salary column reflects proration methodology used across years .
Performance Compensation
Annual Bonus (ABP) – Company Metrics and Butcher’s Outcome
| Metric | Weighting | Target | Actual | Achievement | Funding Range | 2024 Applicable Distribution % |
|---|---|---|---|---|---|---|
| Adjusted Net Sales | 50% | $15.610B | $16.741B | 107% of plan | 135%–155% | 150% |
| Adjusted EPS | 40% | $2.25 | $2.51 | 112% of plan | 135%–155% | 150% |
| Adjusted Operating Income Margin | 10% | 26.7% | 27% | 101% of plan | 115%–135% | 150% |
| ESG Modifier | N/A | Goals set | No modification applied | N/A | N/A | N/A |
| Quality Modifier | N/A | Goals set | No reduction applied | N/A | N/A | N/A |
| Executive | Base Salary (FY End) | Target Bonus % | 2024 Target Award | Company Funding % | Individual Modifier | 2024 Actual ABP Award | Actual vs Target |
|---|---|---|---|---|---|---|---|
| Arthur C. Butcher | $715,000 | 85% | $608,000 | 150% | 105% | $957,000 | 158% |
ABP payout mechanics: Annual Base Salary × Target % × Applicable Distribution % × Individual Performance Modifier; max payout capped at 225% of target .
Long-Term Incentives (LTI) – 2024 Awards and Performance Programs
| Component | Grant Detail | Performance Period | Payout Schedule | Vesting/Service |
|---|---|---|---|---|
| rTSR Performance RSUs | Target 10,770 RSUs (threshold 30%, max 200%) | 3 years ending 12/31/2026 | Percentile vs S&P 500 Health Care Index; 0%–200% of target | Must be employed through 12/31/2026 except retirement/death/disability/CoC provisions |
| ONSG Performance RSUs | Target 10,770 RSUs (threshold 50%, max 200%) | 3 years ending 12/31/2026 | 50% earned at 61.8% of plan; 200% at ≥138.2% of plan; linear interpolation | Must be employed through 12/31/2026 except retirement/death/disability/CoC provisions |
| Service-based RSUs | 10,770 RSUs | N/A | Time-based vesting per 2011 LTIP | Service-based per plan |
| Stock Options | 28,396 options @ $64.99, expiring 2/12/2034 | N/A | N/A | Per 2011 LTIP; standard vesting schedule |
Program structure: Performance RSUs comprise 50% of 2024 LTI value (split between ONSG and rTSR) to reinforce pay-for-performance alignment .
Equity Ownership & Alignment
| Item | Detail | As-of | Value/Count |
|---|---|---|---|
| Beneficial Ownership – Options near-term exercisable | 208,128 options exercisable within 60 days of March 7, 2025 | 03/07/2025 | 208,128 |
| Beneficial Ownership – 401(k) shares | 13,364 shares in 401(k) Plan account | 03/07/2025 | 13,364 |
| Unvested Service RSUs | 2,834 (2/17/2021), 5,092 (2/16/2022), 9,518 (2/14/2023), 10,770 (2/12/2024); market values $253,133; $454,817; $850,148; $961,976 respectively | 12/31/2024 | As listed |
| Performance RSUs – Unearned | 25,380 (2023 rTSR), 21,540 (2024 rTSR); 25,380 (2023 ONSG), 21,540 (2024 ONSG); market values $2,266,942; $1,923,953; $2,266,942; $1,923,953 | 12/31/2024 | As listed |
| Options – Outstanding | Multiple grants 2016–2024, exercise prices $17.26–$64.99, expirations 2026–2034; unexercisable counts include 28,396 (2024), 24,766 (2023), 11,134 (5/2/2022), 14,559 (2022), 9,113 (2021) | 12/31/2024 | As listed |
| Ownership Guidelines | Executives must hold ≥3x base salary; retain ≥50% of net shares until compliant; NEOs in compliance | Policy as of proxy date | In compliance |
| Hedging/Pledging | Prohibited for executives/directors; none engaged in hedging or pledging | Policy as of proxy date | Prohibited and none outstanding |
Deferred Compensation Status:
- Butcher elected to defer 30%, 60%, and 35% of his ABP awards payable in 2023, 2024, and 2025, respectively .
- Excess Benefit Plan: 2024 aggregate earnings $11,982; year-end balance $85,746 .
- Deferred Bonus Plan: 2024 company contributions $454,123; aggregate earnings $378,431; year-end balance $2,664,083 .
Employment Terms
| Scenario | Cash Severance (Base + Bonus + Pro Rata Target) | Benefits | Accelerated Equity (Options + RSUs) | Total Value |
|---|---|---|---|---|
| Termination for Cause | — | — | — | — |
| Voluntary Termination | — cash; Pro rata target bonus not disclosed as payable | — | — | — |
| Involuntary Termination Without Cause | Base $690,000; Pro rata Target Bonus $607,750 | $22,988 | — | $1,320,738 |
| Change in Control (No Termination) | Base —; Bonus —; Pro rata — | — | — | — |
| Termination Following Change in Control | Base $1,430,000; Bonus $1,513,744; Pro rata Target $607,750 | $72,014 | Options $3,392,301; RSUs $9,556,362; Total Equity $12,948,663 | $16,572,171 |
| Disability | — cash; Equity acceleration: Options $3,392,301; RSUs $14,915,547 | — | $18,307,848 | $18,307,848 |
| Death | Pro rata Target Bonus $607,750 | — | Options $3,392,301; RSUs $14,915,547 | $18,915,598 |
| Retirement | Pro rata Target Bonus $607,750 | — | — | — |
Key terms:
- Double-trigger required for cash payments and accelerated vesting where surviving/acquirer substitutes/assumes awards .
- Clawbacks: Mandatory Dodd-Frank clawback for restatements plus discretionary policies for misconduct/gross dereliction; no excise tax gross-ups; limited to relocation tax gross-ups; hedging/pledging prohibited .
Performance & Track Record
- Individual performance highlights: Achieved outstanding financial results; executed strategic transactions and investments; delivered product milestones and launches; led Sales Enablement and Marketing centers of excellence; supported global expansion; strong engagement and culture .
- Company-level rTSR: 98th percentile (2024 one-year) and 95th rank vs 62 peers (2023–2024 two-year) under rTSR PSP assessments used for acceleration scenarios .
- Say-on-Pay approvals: 92.7% (2024), 92.6% (2023), 89.7% (2022), indicating strong shareholder support .
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: Approximately 83.1% of non-CEO NEOs’ 2024 target TDC is variable, performance-based (ABP + LTI), aligning pay with performance .
- 2024 ABP redesigned clarity: Single company-wide Applicable Distribution Percentage with dynamic pool (≤10%) for Individual Performance Modifier; maximum ABP award remains 225% of target; 2024 funded at 150% due to exceeding financial metrics .
- LTI focus: 50% of LTI in performance RSUs (rTSR and ONSG) with 0–200% payout range and three-year horizon, reinforcing long-term value creation .
Equity Ownership & Alignment
| Ownership Element | Alignment Indicator |
|---|---|
| 3x salary ownership guideline; retention of ≥50% of net shares until compliant; NEOs compliant | Strong alignment; ongoing accumulation requirement |
| Prohibition on hedging/pledging; none engaged | Reduces misalignment and leverage risk |
| Significant unvested performance RSUs and options outstanding | Retention lever; sensitivity to multi-year performance outcomes |
Employment Terms
- Severance/CoC economics: Material equity acceleration under termination following change-in-control ($12.95M equity acceleration; $16.57M total) reflects double-trigger design; no 280G or excise tax gross-ups .
- Deferred compensation: Meaningful deferrals of ABP awards across 2022–2024; sizable Deferred Bonus Plan balance ($2.66M) .
Investment Implications
- Alignment: High proportion of at-risk, multi-year performance pay and strict ownership/hedging policies indicate strong shareholder alignment; sustained outperformance on ABP metrics and rTSR could drive above-target vesting and realized pay .
- Retention: Large unvested performance RSUs through 2026 and options expiring 2026–2034 create retention anchors; absence of hedging/pledging and compliance with ownership guidelines lowers misalignment risk .
- Trading signals: Maximum ABP funding (150%) and rTSR high percentile outcomes suggest strong operational momentum; monitor insider Form 4 activity near vesting dates for potential selling pressure given service RSU and performance RSU vesting and significant accelerated values under CoC scenarios .