David Habiger
BOSTON SCIENTIFICAbout David C. Habiger
Independent director at Boston Scientific (BSX); age 56; appointed July 2024. He is President & CEO of J.D. Power and holds an MBA from the University of Chicago and a BA in business administration from St. Norbert College. Board credentials emphasize technology/data analytics leadership, governance, risk management, and corporate strategy; designated Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.D. Power | President & Chief Executive Officer | March 2018–present | Executive leadership in market research/data analytics; governance and risk expertise cited for BSX board qualification |
| Silicon Media Partners | Founder & Partner | Jan 2016– | Technology investing/operating experience |
| Silver Lake Partners | Senior Advisor | Oct 2013–Oct 2020 | PE governance/advisory background |
| Pritzker Group | Venture Partner | Jan 2013–Oct 2019 | Venture governance/advisory background |
| Textura Corporation | Chief Executive Officer | To June 2016 (sold to Oracle) | Led sale to Oracle—transactional/M&A track record |
| NDS | Chief Executive Officer | To July 2012 (sold to Cisco) | Led sale to Cisco—transactional/M&A track record |
| Sonic Solutions | Various roles culminating in CEO | To early 2011 (sold to Rovi) | Led sale to Rovi—transactional/M&A track record |
External Roles
| Organization | Role | Committees/Details |
|---|---|---|
| Federal Reserve Bank of Chicago | Director | Governance, Human Resources, and SABOR (Systems Activities, Bank Operations and Risk) Committees |
| EnerSys (NYSE: ENS) | Director | Public industrial battery manufacturer |
| Reddit, Inc. (NYSE: RDDT) | Director | Public social media/software company |
| Xperi Inc. (NYSE: XPER) | Director | Public consumer/entertainment licensing company |
| Rush University Medical Center | Board of Trustees Member | Non-profit healthcare institution |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Habiger qualifies as independent.
- Committee assignments: Audit Committee (member; designated financial expert) and Executive Compensation & Human Resources Committee (member).
- Committee activity levels: Audit met 9 times in FY2024; Compensation met 5 times—indicative of active oversight cadence.
- Attendance: The Board met seven times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings during their service.
- Executive sessions: Independent directors met in executive session five times in 2024.
- Board service limits: Policy caps service at ≤4 public company boards and ≤3 audit committees absent approval; Habiger’s current public boards (BSX, EnerSys, Reddit, Xperi) place him at the policy limit, requiring vigilance on workload.
Fixed Compensation (Director)
| Component | Structure | Value/Detail |
|---|---|---|
| Annual cash retainer | Cash (quarterly; option to elect equity/deferral) | $125,000 standard program |
| Equity retainer | Restricted stock or deferred RSUs (director election) | Target $215,000 at each annual meeting; prorated for off-cycle appointments |
| Chair fees | Cash | Audit Chair $25,000; other committee chairs $20,000; Lead Independent Director $40,000 |
| Annual 2024 awards (Habiger) | Prorated equity and elected equity-in-lieu of cash | Fees earned $53,082; Stock awards $162,000; Total $215,082. He elected 100% of cash as restricted stock (1,252 shares, $94,000, granted Aug 1, 2024; vests May 1, 2025) and received a prorated annual restricted stock grant (2,155 shares, $162,000, granted Aug 1, 2024; vests May 1, 2025). |
Performance Compensation (Director)
Directors do not receive performance-based bonuses or PSU programs; equity is time-based (restricted stock or deferred RSUs) vesting at the next annual meeting.
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting Date |
|---|---|---|---|---|
| Aug 1, 2024 | Restricted Stock (equity-in-lieu of cash) | 1,252 | $94,000 | May 1, 2025 |
| Aug 1, 2024 | Restricted Stock (annual grant, prorated) | 2,155 | $162,000 | May 1, 2025 |
- Vesting convention: Director awards vest on the annual meeting immediately following grant, subject to continued service.
- Annual equity grant cap: Non-employee directors capped at $600,000 cash+equity per calendar year under the 2011 LTIP.
Other Directorships & Interlocks
| Company | Relationship to BSX | Potential Conflict Considerations |
|---|---|---|
| EnerSys | Unrelated industrial battery supplier; no disclosed BSX transactions | Low direct conflict based on disclosed related party transactions and industry separation |
| Consumer internet platform; no disclosed BSX transactions | Low direct conflict; monitor information flow risk | |
| Xperi | Licensing/technology; no disclosed BSX transactions | Low direct conflict; monitor IP licensing exposure |
| Chicago Fed | Regulator; governance/risk committees | Beneficial governance/risk expertise; no conflict disclosed |
- Related party transactions: Proxy disclosed specific related party employment cases unrelated to Habiger; no related party transactions involving Habiger were disclosed.
Expertise & Qualifications
- Audit committee financial expertise designation; technology/data analytics CEO experience; governance, risk management, and corporate strategy depth cited by BSX.
- Education: MBA (University of Chicago); BA in business administration (St. Norbert).
- Transactional track record: CEO roles leading successful exits (Textura→Oracle; NDS→Cisco; Sonic Solutions→Rovi).
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Mar 7, 2025) | 3,547 shares | Includes 3,407 restricted shares (sole voting; not investment power until vest); <1% of shares outstanding |
| Outstanding restricted stock (Dec 31, 2024) | 3,407 shares | Shown in director outstanding table |
| Shares outstanding (Mar 7, 2025) | 1,479,070,196 | Ownership ≈0.00024% (3,547/1,479,070,196) |
| Deferred RSUs | None disclosed for Habiger | Outstanding table shows no deferred RSUs for Habiger |
| Pledging/Hedging | Prohibited by policy | Applies to directors and executives; none disclosed |
| Ownership guidelines | ≥5x annual cash retainer within 5 years | All non-employee directors either meet or are expected to meet within five years |
Governance Assessment
- Positive signals
- Audit Committee Financial Expert designation strengthens financial oversight and credibility with investors.
- Dual committee roles (Audit and Compensation) increase board effectiveness across financial controls and human capital/pay governance.
- Strong independence posture; executive sessions and active committee cadence support robust oversight.
- No related-party transactions or Section 16 reporting issues disclosed for Habiger.
- Director ownership guideline framework and hedging/pledging prohibitions align interests with shareholders.
- Watch items / potential red flags
- Multiple public board commitments at the policy limit (BSX, EnerSys, Reddit, Xperi) warrant monitoring for time/attention risk, especially given CEO responsibilities at J.D. Power.
- Equity awards are time-based (no performance linkage for directors); while common, investors may prefer stronger pay-for-performance signals in director equity design.
- Compensation structure quality
- Program uses median benchmarking and independent consultant (Semler Brossy); caps total director pay under the LTIP; deferral options offered; no meeting fees—typical, shareholder-aligned design.
Summary: Habiger brings a valuable blend of audit/financial expertise and technology/data leadership to BSX’s board, with independent status and active committee roles supporting governance quality. The primary monitoring consideration is board workload at the policy limit combined with CEO duties; otherwise, disclosures show no conflicts, pledging/hedging, or related-party exposure affecting investor confidence.