Cheryl Pegus
BOSTON SCIENTIFICAbout Cheryl Pegus
Cheryl Pegus, MD, MPH, age 61, is an independent director of Boston Scientific Corporation (BSX) since May 2024, serving on the Executive Compensation and Human Resources Committee and the Risk Committee . She holds an MD from Weill Cornell Medical College, an MPH from Columbia University Mailman School of Public Health, and a BA from Brandeis University, with a career spanning clinical cardiology and senior leadership roles across payor, provider, pharmacy, and consumer health companies . The Board has determined she is independent under NYSE standards (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Health (JPMorgan) | Partner | Nov 2022–May 2024 | Supported strategic investments to improve quality and affordability of employer-sponsored health care . |
| Walmart, Inc. | EVP, Health & Wellness; Senior Advisor | Dec 2020–Mar 2023 | Led health care businesses and advised on strategy . |
| Cambia Health Solutions | Chief Medical Officer; President, Consumer Health Solutions | Sep 2018–Dec 2020 | Led consumer health businesses and clinical strategy . |
| Walgreens | First Chief Medical Officer | 2010–2013 | Established enterprise clinical leadership role . |
| SymCare (J&J division) | General Manager; Chief Medical Officer | 2007–2010 | Led diabetes-focused personalized health solutions . |
| Aetna; Pfizer | Medical Director | Not disclosed | Clinical and medical affairs leadership . |
| Private practice | Cardiologist | Early career | Direct patient care in cardiology . |
External Roles
| Organization | Role | Start | Committees/Details |
|---|---|---|---|
| Concentra Inc. (CON) | Director | Jul 2024 | Serves on Concentra’s board; brings broad health sector experience . |
| A New Beat; American Heart Association | Co-founder; Board roles | Not disclosed | Cardiovascular health advancement; service on boards of private organizations . |
| Prior public company boards | Phreesia, Tactile Systems Technology (TCMD), Cogentix Medical | Various | Previously served as director; at TCMD, chaired Nominating & Corporate Governance and sat on Compensation and Organization Committees in 2019–2020 . |
Board Governance
- Committee assignments: Executive Compensation and Human Resources Committee (member) and Risk Committee (member) .
- Chair roles: None; Compensation Committee chaired by Ellen M. Zane; Risk Committee chaired by Yoshiaki Fujimori .
- Independence: Board determined all directors except the CEO are independent; Compensation Committee members meet heightened independence standards .
- Attendance: The Board met seven times in 2024; each incumbent director attended at least 75% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session five times in 2024 .
Fixed Compensation
| Component | 2024 Program Parameter | Pegus 2024 Actuals |
|---|---|---|
| Annual cash retainer | $125,000 | $81,507 (prorated for May 2024 start; portion deferred as DSUs) . |
| Committee chair fees | $20,000 (non-Audit) | $0 (not a chair) . |
| Audit chair fee | $25,000 | $0 (not Audit chair) . |
| Lead Independent Director | $40,000 | N/A . |
| Equity annual grant | $215,000 (granted on annual meeting date) | $211,000 DSUs (granted Jun 3, 2024; 2,800 units; vests May 1, 2025) . |
| Cash-to-equity deferral election | Optional conversion to RS/DSUs; vests at next annual meeting | Elected 25% cash as DSUs (407 units; $31,000 grant on Jun 3, 2024; vests May 1, 2025) . |
| Total 2024 director comp | — | $292,507 (cash + stock awards) . |
Performance Compensation
Boston Scientific aligns executive pay with performance; directors receive fixed cash/equity while executive incentives are tied to ABP and PSP metrics.
| Incentive Plan | Metric | 2024 Reported/Design |
|---|---|---|
| Annual Bonus Plan (ABP) | Adjusted Net Sales (company-wide funding) | $16.741B Adjusted Net Sales (for ABP) . |
| ABP | Adjusted EPS | $2.51 Adjusted EPS (for ABP) . |
| ABP | Adjusted Operating Income Margin (OIM) | 27.0% Adjusted OIM (for ABP) . |
| ABP Modifiers | ESG and Quality | ESG scorecard as modifier; quality modifier can reduce funding . |
| Long-Term Incentives | Organic Net Sales Growth PSP (3-year) | 16.4% organic net sales growth vs. 2023 (for ONSG PSP tracking) . |
| Long-Term Incentives | Relative TSR PSP (vs. S&P 500 Health Care) | 115.86% 3-year rTSR for 2022 cohort; 2024 rTSR PSP tracking at 200% of target at year-end . |
Implication: Governance oversight of compensation by the Compensation Committee (where Pegus serves) includes pay-for-performance structures, independent consultant review (Semler Brossy), clawback policies, stock ownership requirements, and double-trigger change-of-control protections .
Other Directorships & Interlocks
| Company | Sector Relationship to BSX | Potential Interlock/Conflict Notes |
|---|---|---|
| Concentra Inc. (Director) | Occupational health services; not a BSX customer disclosure | No BSX-related party transactions disclosed involving Pegus; Board has a formal related party policy overseen by Nominating & Governance . |
| Phreesia (Former Director) | Health IT/patient intake | Historical role; no BSX conflict disclosed . |
| Tactile Systems Technology (Former Director; chaired Nominating & Corporate Governance) | Medical devices | Historical role; no BSX conflict disclosed . |
| Cogentix Medical (Former Director) | Medical devices | Historical role; no BSX conflict disclosed . |
Expertise & Qualifications
- Executive leadership across payer (Aetna), pharmacy retail (Walgreens), provider/occupational health (Concentra), and big-box healthcare (Walmart), plus biotech/pharma roles (Pfizer), supporting governance in risk, quality, and strategy .
- Clinical cardiology background and public health policy expertise; founder of A New Beat; service on American Heart Association boards, enhancing clinical and ESG perspectives .
- BSX skill matrix highlights medical device industry, operations, risk management, and technology/cyber competencies among nominees; Pegus’ biography underscores business strategy and public health qualifications .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 3,207 shares (deferred RSUs) | Less than 1% outstanding; DSUs confer no voting or investment power until distribution; unvested until Annual Meeting . |
| Outstanding awards (Dec 31, 2024) | 3,207 Deferred RSUs | No restricted stock outstanding . |
| Director stock ownership guideline | 5x annual cash retainer; 5-year compliance window | Applies to all non-employee directors; monitored annually; directors meet or are expected to meet within 5 years . |
Governance Assessment
- Independence and committee engagement: Pegus is independent and actively serves on Compensation and Risk—key committees overseeing pay-for-performance, compliance, product quality, cybersecurity, and enterprise risk, supporting investor confidence in board effectiveness .
- Attendance and diligence: Board met seven times in 2024; all incumbent directors met 75%+ attendance; independent directors held five executive sessions—signals robust oversight culture .
- Alignment: Pegus elected to defer a portion of cash compensation into DSUs and holds DSUs subject to vesting/distribution, aligning interests with shareholders while adhering to ownership guidelines .
- Compensation committee practices: Use of independent consultant (Semler Brossy), annual independence/conflict assessments, and clawback/double-trigger protections indicate strong governance; no conflicts reported regarding Pegus in related party disclosures .
- RED FLAGS: None disclosed specific to Pegus—no related-party transactions, pledging/hedging issues, or attendance shortfalls noted; continued monitoring of external directorships for potential future interlocks is prudent .
Director Compensation Detail (Pegus)
| Metric | 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $81,507 | Prorated; 25% elected as deferred RSUs . |
| Stock Awards ($) | $211,000 | Annual DSU grant; 2,800 units granted Jun 3, 2024; vest May 1, 2025 . |
| Total ($) | $292,507 | — |
Committee Activity Context
- Compensation Committee met five times in 2024; scope includes CEO/NEO pay, clawbacks, risk alignment, director compensation, and human capital oversight; Pegus participates as member .
- Risk Committee met four times in 2024; scope includes enterprise risk framework, regulatory compliance, product quality/safety, cybersecurity, insurance; Pegus participates as member .
- Audit Committee reports to Board on financial risk and compliance; not a Pegus assignment but relevant to holistic risk oversight .
Overall, Pegus’ clinical and multi-sector health leadership, independence, committee roles in compensation and risk, and equity alignment (DSUs, ownership guidelines) are positive governance signals; no specific conflicts or attendance red flags disclosed .