Edward Ludwig
BOSTON SCIENTIFICAbout Edward J. Ludwig
Edward J. Ludwig, age 73, has served on the Boston Scientific Board since March 2014 and as Lead Independent Director since May 2016. He is the former Chairman and CEO of Becton, Dickinson and Company (BDX), holds an MBA from Columbia University and a BA in economics and accounting from the College of the Holy Cross, and is a CPA by training, with deep expertise in strategy, finance, management, and manufacturing . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson and Company | Chairman of the Board | Feb 2002 – Jun 2012 | Led global medtech strategy and governance |
| Becton, Dickinson and Company | Chief Executive Officer | Jan 2000 – Sep 2011 | Operational leadership, capital allocation |
| Becton, Dickinson and Company | President | May 1999 – Dec 2008 | Enterprise management |
| Coopers & Lybrand (PwC) | Senior Auditor | Pre-1979 | Earned CPA; financial controls experience |
| Kidde, Inc. | Financial & Strategic Analyst | Pre-1979 | Financial planning and analysis |
| POCARED Diagnostics Ltd (private) | Director | 2013 – 2022 | Infectious disease diagnostics; oversight |
| Hackensack University Medical Center Network | Vice Chair, Board of Trustees | Prior service | Health system governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| CVS Health Corporation | Director | Former | Previously served; audit committee chair experience noted by BSX |
| Aetna, Inc. | Director | Former | Prior public company board service |
| Xylem, Inc. | Director | Former | Prior public company board service |
| Boston Scientific web profile | CVS Health Corporation | “Currently serves” per website | Company site states current CVS directorship; differs from 2025 proxy “former” wording |
Note: For governance reliance, use the 2025 DEF 14A. The BSX website indicates a current CVS directorship, but the proxy lists CVS as a former role; analysts should reconcile via CVS filings.
Board Governance
- Independence: All directors other than the CEO are independent; Ludwig is independent .
- Lead Independent Director: Appointed annually; presides over independent executive sessions, liaises with the Chair/CEO, helps set agendas, and can call special meetings. Ludwig was re-appointed most recently in February 2025 .
- Attendance and engagement: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Independent directors held five executive sessions in 2024, presided by the Lead Independent Director .
- Committee assignments (current and transition):
- 2024: Executive Compensation & Human Resources Committee (member); Nominating & Governance Committee (member) .
- Transition: Effective at the 2025 Annual Meeting, Ludwig will join the Audit Committee and will no longer serve on the Compensation Committee .
Fixed Compensation
| Component | Amount | Terms | Source |
|---|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly | |
| Lead Independent Director fee | $40,000 | Paid quarterly | |
| Committee chair fees | $25,000 (Audit chair); $20,000 (other chairs) | Paid quarterly; applies to chairs only | |
| Meeting fees | None disclosed | — | |
| Deferred comp option | Available | Non-Employee Director Deferred Compensation Plan | |
| Ludwig 2024 cash paid | $161,667 | Fees earned or paid in cash |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| Restricted Stock (annual grant) | May 9, 2024 | 2,901 | $215,000 | Vests at 2025 Annual Meeting (May 1, 2025), subject to service | |
| Annual equity program design | — | — | $215,000 standard value | Directors may elect restricted stock and/or deferred RSUs; annual cap $600,000 |
Non-employee director equity is time-based; no performance metrics (e.g., revenue/EBITDA/TSR) are tied to director compensation .
Other Directorships & Interlocks
| Company | Relationship to BSX | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| CVS Health Corporation | Customer/partner ecosystem in U.S. healthcare; not a direct medtech competitor | No related-party transactions disclosed with Ludwig | |
| Aetna, Inc.; Xylem, Inc. | Prior board roles | No interlocks disclosed with BSX |
Expertise & Qualifications
- Executive leadership in medtech as former BDX CEO/Chair, with strengths in strategy, finance, management, and manufacturing .
- Board leadership as Lead Independent Director, including agenda-setting, executive session oversight, and independent liaison functions .
- Governance experience across public and private boards and health system trusteeship .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 68,764 shares | Less than 1% of outstanding shares |
| Restricted stock (unvested) | 2,901 shares | Sole voting, no investment power until vesting at Annual Meeting |
| Deferred restricted stock units (DRSUs) | 44,366 units | No voting/investment power until distribution post-service |
| Outstanding awards at 12/31/2024 | 2,901 restricted; 44,366 DRSUs | Director-level outstanding grants |
| Hedging/pledging | Prohibited for directors; none engaged | Alignment safeguard |
| Director ownership guideline | ≥5x cash retainer within 5 years | All non-employee directors meet or are expected to meet |
Governance Assessment
-
Strengths
- Lead Independent Director re-appointment in Feb 2025 signals Board confidence and continuity of independent oversight; Ludwig’s remit includes executive sessions and agenda-setting, bolstering board effectiveness .
- Transition to Audit Committee post-Annual Meeting enhances financial oversight depth; removal from Compensation mitigates potential optics of overextended influence across key committees .
- Compensation mix emphasizes equity (time-based restricted stock/DRSUs), aligning director incentives with shareholder outcomes; hedging/pledging bans further protect alignment .
- Attendance expectations met; executive sessions held at each regular meeting with five in 2024 reinforce independent deliberation .
- No related-party transactions disclosed involving Ludwig; Board-level related party policy overseen by Nominating & Governance Committee .
-
Watch items
- External directorship status discrepancy (BSX website indicates current CVS directorship vs. proxy listing “former”). Confirm via CVS’s proxy/10-K to assess any ongoing interlocks or committee obligations .
- Director compensation total for Ludwig ($376,667 for 2024) includes $215,000 equity and $161,667 cash; monitor future changes in cash vs. equity mix for potential shifts in risk appetite or guaranteed pay levels .
Overall signal: Strong independent leadership with deep medtech and financial experience, clear alignment via equity-based compensation, enhanced audit oversight ahead, and no disclosed conflicts—supportive of investor confidence .