David Wichmann
BOSTON SCIENTIFICAbout David S. Wichmann
Independent director (age 62), serving since June 2021; Audit Committee Chair and designated “financial expert,” and member of the Risk Committee. Former CEO of UnitedHealth Group (Sep 2017–Mar 2021), previously President (from Nov 2014) and CFO (2011–2016); earlier roles include President/CEO of Specialized Care Services (OptumHealth), SVP Corporate Development; prior finance roles as a partner at Arthur Andersen & Co. and CFO of Advanced Machine Company. Education: BS in accounting, Illinois State University. Current public company board: Privia Health Group, Inc.; prior boards: UnitedHealth Group and Tennant Company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group | Chief Executive Officer | Sep 2017–Mar 2021 | Led large public health and well-being company; executive experience in strategy, operations, technology, EHS&S cited as board qualifications |
| UnitedHealth Group | President | Began Nov 2014 | Oversight of domestic/international businesses; overall performance |
| UnitedHealth Group | Chief Financial Officer | 2011–2016 | Financial expertise; accounting and controls background |
| UnitedHealth Group | President/CEO, Specialized Care Services (OptumHealth) | Not disclosed | Operations and healthcare services leadership |
| UnitedHealth Group | SVP, Corporate Development | Not disclosed | M&A and corporate strategy experience |
| Arthur Andersen & Co. | Partner | Not disclosed | Public accounting leadership and financial literacy |
| Advanced Machine Company | Chief Financial Officer | Not disclosed | Manufacturing/operations finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Privia Health Group, Inc. | Director | Current | Public company board service |
| UnitedHealth Group Incorporated | Director | Prior | Former board member |
| Tennant Company | Director | Prior | Former board member |
| Jory Capital | Co-Founder | Current | Serves on boards of certain privately held companies where Jory Capital maintains an investment |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under NYSE standards; all Audit, Compensation, Nominating & Governance, and Risk Committee members are independent.
- Committee assignments: Audit Committee (Chair; financial expert); Risk Committee (Member).
- Meeting cadence: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting. Independent directors held 5 executive sessions in 2024.
- Committee activity: Audit Committee met 9 times in FY2024; Risk Committee met 4 times in FY2024.
- Audit oversight: As Chair, Wichmann led selection/oversight of Ernst & Young LLP for FY2025, reviewed audited financials, controls, and auditor independence; Audit Committee concluded E&Y’s audit/non-audit services are compatible with independence.
Fixed Compensation (Non‑Employee Director Program – 2024 Term)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly; directors may elect to take cash as equity alternatives or defer under director plan |
| Audit Committee Chair fee | $25,000 | Additional annual cash fee for Audit Chair |
| Fees earned or paid in cash (Wichmann) | $146,667 | Actual cash compensation recorded for 2024 term |
| Annual equity grant (standard) | $215,000 | Granted at Annual Meeting; choice of restricted stock or deferred RSUs; subject to next Annual Meeting vest |
Performance Compensation
Boston Scientific does not use performance‑based equity (e.g., PSUs or option awards with performance hurdles) for non‑employee directors; annual equity is time‑based restricted stock or deferred RSUs vesting at the next Annual Meeting, with deferred RSUs delivered only upon separation from the Board.
| Metric | Design | Value/Details |
|---|---|---|
| Equity award type | Time‑based RS or deferred RSUs | Annual grant; no disclosed performance metrics |
| Options | Not applicable | No option grants disclosed for directors |
| ESG/TSR metrics | Not applicable | Director comp not tied to ESG/TSR; vesting is service‑based |
Director‑Level Equity Awards (2024 Term – Individual)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Wichmann) | May 9, 2024 | 2,901 | $215,000 | May 1, 2025 |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Privia Health Group, Inc. | Current director | No related‑party transactions with BSX disclosed involving Wichmann; standard related‑party policy overseen by Nominating & Governance Committee |
| UnitedHealth Group Incorporated | Prior director | No BSX related‑party transactions disclosed involving Wichmann |
| Tennant Company | Prior director | No BSX related‑party transactions disclosed involving Wichmann |
Expertise & Qualifications
- Executive leadership in healthcare payer/services; CEO/President/CFO background with financial literacy and audit oversight credentials.
- Skills map includes business strategy, corporate governance, finance/capital allocation, financial literacy/accounting, risk management, operations, technology/systems/cybersecurity, M&A, public company board experience.
- Designated Audit Committee financial expert under SEC rules.
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| David S. Wichmann | 45,890 | <1% | Includes outstanding director equity holdings below |
| Outstanding Restricted Stock (12/31/2024) | 2,901 | — | Unvested until May 1, 2025; voting but not investment power until vest |
| Outstanding Deferred RSUs (12/31/2024) | 6,389 | — | Vests at next Annual Meeting; delivery upon Board separation |
- Director Stock Ownership Guidelines: Non‑employee directors must own at least 5× the annual cash retainer ($625,000) within 5 years; the Company states all non‑employee directors either meet or are expected to meet the guidelines.
Related‑Party Exposure and Conflicts
- Policy: Written related‑party transaction policy with oversight by Nominating & Governance Committee; covers transactions >$120,000 where a related person has a material interest.
- 2024 review: Disclosed related‑party employment/compensation only for family members of an executive (Fitzgerald); no transactions disclosed involving Wichmann, Jory Capital, Privia Health, UHG, or Tennant.
- Independence: Board affirmatively determined independence of all directors other than the CEO; Audit, Compensation, Nominating & Governance, and Risk Committees composed entirely of independent directors.
Compensation Structure Analysis (Director Program)
- Cash vs equity mix (Wichmann): Cash $146,667 vs equity $215,000, reflecting meaningful equity alignment in the standard program.
- Structure set using peer benchmarking and Semler Brossy as consultant; annual review targets competitiveness near median peers.
- Caps: Under 2011 LTIP, non‑employee directors may not receive more than $600,000 in aggregate cash+equity per calendar year.
- Deferral options: Directors may elect equity in lieu of cash or defer compensation into deferred RSUs; 2024 plan interest crediting rate disclosed for non‑qualified deferrals.
Governance Assessment
- Strengths: Independent director with deep healthcare and finance expertise; Audit Chair with active oversight (9 meetings) and robust auditor independence review; consistent attendance expectations met across Board and committees; equity‑linked director pay and ownership guideline of 5× retainer supports alignment.
- Potential risks: External board seat (Privia Health) and private‑investment activities via Jory Capital warrant ongoing monitoring for transactional overlaps, though no related‑party transactions were disclosed involving Wichmann.
- Signals for investors: As Audit Chair and financial expert, Wichmann is central to financial reporting quality and compliance oversight; programmatic equity grants and ownership guidelines enhance skin‑in‑the‑game; independence affirmed.