Daniel Brennan
BOSTON SCIENTIFICAbout Daniel Brennan
Daniel J. Brennan, age 59, has served as Executive Vice President and Chief Financial Officer of Boston Scientific since January 2014, leading Global Controllership, Internal Audit, Corporate Finance, Treasury, Tax, Investor Relations, and Corporate Business Development; he joined the company in 1996, holds an MBA and BS in finance and investments from Babson College, and is a certified public accountant . Company performance metrics tied to his incentives showed strong execution in 2024: Adjusted Net Sales $16.741B (107% of plan), Adjusted EPS $2.51 (112% of plan), Adjusted Operating Income Margin 27% (101% of plan), driving a 150% Applicable Distribution Percentage under the ABP and resulting in his payout of 158% of target with a 105% individual modifier . Long-term alignment is reinforced by performance-based RSUs, including rTSR measured vs the S&P 500 Health Care Index; the 2022 rTSR program achieved the 93rd percentile, paying out 200% in February 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boston Scientific | EVP & Chief Financial Officer | 2014–present | Leads enterprise finance and capital allocation across Controllership, Audit, Finance, Treasury, Tax, IR, Corporate BD |
| Boston Scientific | SVP & Corporate Controller | 2010–2014 | Strengthened controls, reporting, and financial operations |
| Boston Scientific | VP Assistant Corporate Controller | 2009 | Supported controllership and financial reporting |
| Boston Scientific | VP Finance, WW Financial & Strategic Planning | 2008 | Led global financial and strategic planning processes |
| Boston Scientific | VP Investor Relations | 2006–2007 | Advanced investor communications and capital markets engagement |
| Boston Scientific | VP International Finance | 2005–2006 | Drove international financial management |
| Boston Scientific | VP Finance, Cardiology | 2001–2005 | Supported growth and profitability in Cardiology |
| Boston Scientific | Group Controller, Non‑Vascular Business | 1999–2020 | Segment controllership and performance management |
| Boston Scientific (Meditech Vascular) | Controller | 1996–1999 | Early controllership and operational finance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Waters Corporation | Director | Since 2022 | Governance and oversight in analytical instruments/software |
| Nuance Communications | Former Board Member | 2018–2022 | Oversight during strategic evolution in AI-enabled software |
| Babson College | Overseer | 2018–2022 | Academic governance and community engagement |
Fixed Compensation
Multi-year Summary Compensation (NEO table values; grant-date equity fair values)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 765,959 | 801,528 | 843,146 |
| Stock Awards ($) | 2,588,909 | 2,764,794 | 3,261,199 |
| Option Awards ($) | 749,991 | 825,000 | 949,983 |
| Non-Equity Incentive Plan Compensation ($) | 900,240 | 1,323,938 | 1,472,667 |
| Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | 225,001 | 90,210 | 134,862 |
| All Other Compensation ($) | 22,106 | 23,677 | 25,148 |
| Total ($) | 5,252,206 | 5,829,147 | 6,687,005 |
Performance Compensation
2024 Annual Bonus Plan (ABP) — Company and Individual Outcomes
| Item | Value |
|---|---|
| Annual Base Salary (as of FY end) | $850,000 |
| Target Annual Award (% of salary) | 110% |
| 2024 Target Award | $935,000 |
| Applicable Distribution Percentage (Company) | 150% |
| Individual Performance Modifier | 105% |
| 2024 Actual ABP Award | $1,473,000 |
| Actual Award as % of Target | 158% |
ABP performance metrics and targets vs actuals:
| Metric | Target | Actual | Achievement | Funding range |
|---|---|---|---|---|
| Adjusted Net Sales ($B) | 15.610 | 16.741 | 107% of Plan | 135%–155% (unweighted) |
| Adjusted EPS ($) | 2.25 | 2.51 | 112% of Plan | 135%–155% (unweighted) |
| Adjusted Operating Income Margin (%) | 26.7% | 27% | 101% of Plan | 115%–135% (unweighted) |
| ESG/Quality Modifiers | — | No modifications applied | — | — |
Notes: ABP metrics are non-GAAP and defined in Annex A; funding scale ranges established by the Compensation Committee; company-wide Applicable Distribution Percentage approach implemented and clarified in February 2025 .
2024 Long-Term Incentive (LTI) Awards (Granted Feb 12, 2024)
| Vehicle | Grant | Terms |
|---|---|---|
| ONSG performance-based RSUs | 14,617 target units | 3-year performance/service period; ONSG measured vs financial plan (2024–2026) |
| rTSR performance-based RSUs | 14,617 target units | 3-year rTSR vs S&P 500 Health Care Index (2024–2026) |
| Stock Options | 38,537 options @ $64.99 strike | Vest in 4 equal annual installments; 10-year term |
| Service-based RSUs | 14,617 units | Vest in 4 equal annual installments |
| Total LTI Target Value | $3,800,000 (rounded) | Mix emphasizes performance alignment |
Program result example: 2022 rTSR PSP achieved the 93rd percentile, paying 200% of target; 239,868 shares delivered across NEOs in February 2025 .
Outstanding Equity Awards at FY-end (Dec 31, 2024)
Options — exercisable/unexercisable, strike, expiry:
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2/23/2015 | 15,087 | — | 16.31 | 2/23/2025 |
| 2/22/2016 | 16,865 | — | 17.26 | 2/22/2026 |
| 2/28/2017 | 55,600 | — | 24.55 | 2/28/2027 |
| 2/15/2018 | 46,927 | — | 27.09 | 2/15/2028 |
| 2/21/2019 | 47,417 | — | 40.12 | 2/21/2029 |
| 2/18/2020 | 55,309 | — | 42.16 | 2/18/2030 |
| 2/17/2021 | 44,221 | 14,741 | 37.50 | 2/17/2031 |
| 2/16/2022 | 24,264 | 24,265 | 44.19 | 2/16/2032 |
| 2/14/2023 | 11,351 | 34,053 | 47.28 | 2/14/2033 |
| 2/12/2024 | — | 38,537 | 64.99 | 2/12/2034 |
RSUs — unvested and performance awards (market values use $89.32 close at 12/29/2024):
| Grant Date | Unvested RSUs (#) | Market Value ($) | Performance RSUs — unearned (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2/17/2021 | 4,584 | 409,443 | — | — |
| 2/16/2022 | 8,486 | 757,970 | 14,901 | 1,330,957 |
| 2/14/2023 | 13,087 | 1,168,931 | 34,898 | 3,117,089 |
| 2/12/2024 | 14,617 | 1,305,590 | 29,234 | 2,611,181 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 515,097 shares; less than 1% of outstanding |
| Options Exercisable within 60 Days | 289,289 shares underlying options |
| Shares Outstanding (as of Mar 7, 2025) | 1,479,070,196 |
| Stock Ownership Guidelines | Executives at 3x base salary; CEO 6x; monitored annually |
| Compliance Status | CEO and NEOs in compliance as of proxy date |
| Hedging/Pledging | Prohibited; none engaged |
| Insider Trading Policy | Trading windows, pre-clearance for executives; filed as Exhibit 19 to 2024 10-K |
Employment Terms
- Change-in-control agreements use a double-trigger for cash and equity (CoC plus termination without cause or resignation for good reason) where awards are substituted/assumed; Brennan’s CoC severance multiplier is 2x base salary and bonus (below CEO level per 2022 modification); no excise tax gross-ups .
- Clawbacks: Dodd-Frank mandatory recoupment adopted Nov 17, 2023 for restatements; additional discretionary clawbacks for misconduct/gross dereliction causing significant harm .
- Tax gross-ups: none except relocation benefits; say-on-pay held annually, strong support .
Key severance economics (as of Dec 31, 2024):
| Component | Voluntary Termination | Involuntary Termination Without Cause | Termination Following Change in Control |
|---|---|---|---|
| Pro rata Target Bonus ($) | 935,027 | 935,027 | 935,027 |
| Total Cash Severance ($) | 935,027 | 935,027 | 5,282,951 |
| Health & Welfare + Life Insurance ($) | — | — | 45,793 |
| Value of Accelerated Stock Options ($) | 3,290,546 | 3,290,546 | 4,228,151 |
| Value of Accelerated RSUs ($) | 12,556,239 | 12,556,239 | 13,861,830 |
| Total Value: All Benefits ($) | 19,331,885 | 19,331,885 | 23,418,725 |
Compensation Structure Analysis
- At-risk emphasis: Approximately 83.1% of target TDC for non-CEO NEOs is performance-based (short-term ABP and long-term equity), reinforcing pay-for-performance and alignment with long-term shareholder value .
- LTI portfolio approach: 25% ONSG PSUs, 25% rTSR PSUs, 25% stock options, 25% service RSUs; options and service RSUs vest in four equal annual installments; PSUs on three-year cycles .
- ABP metrics and funding: Company performance exceeded plan across Adjusted Net Sales, EPS, and OIM; ABP funded at 150% with no ESG/Quality modifiers, and Brennan’s individual modifier was 105% .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2022 | 89.7% |
| 2023 | 92.6% |
| 2024 | 92.7% |
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited; none engaged by executives/directors .
- Tax gross-ups: None on severance/change-in-control payments; no option repricing without shareholder approval .
- Section 16 compliance: 2024 timely compliance for executives/directors; two minor broker-initiated reporting issues for another NEO, not Brennan .
Investment Implications
- Alignment: High pay-at-risk mix, 3-year PSUs tied to rTSR and ONSG, stock ownership guidelines, and clawbacks support strong alignment; Brennan is in compliance, and pledging/hedging is prohibited, lowering misalignment risk .
- Retention vs selling pressure: Four-year vesting cadence on options/RSUs and three-year PSU cycles foster retention; notable 2022 rTSR PSU 200% payout in Feb 2025 indicates meaningful vesting events but trading is constrained by insider policy windows and pre-clearance .
- Change-in-control economics: Double-trigger and 2x salary+bonus multiplier for Brennan moderate golden parachute risk versus historical 3x norms; accelerated equity values are significant but consistent with market practices .
- Execution track record: 2024 outperformance on Net Sales, EPS, and OIM and strong rTSR delivery point to effective financial stewardship; continued pay-for-performance backed by high say‑on‑pay support .