Ellen Zane
BOSTON SCIENTIFICAbout Ellen M. Zane
Ellen M. Zane, age 73, is an independent director of Boston Scientific (BSX) serving since April 2016. She is CEO Emeritus of Tufts Medical Center, Founding Chair at Tufts Medicine, and brings deep hospital-system leadership and healthcare operations expertise; she holds an MA in audiology and speech-language pathology from Catholic University of America and a BA from George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tufts Medical Center | President & CEO; CEO Emeritus | CEO 2004–2011; CEO Emeritus (current) | Led turnaround of major academic medical center |
| Tufts Medicine | Founding Chair | Not disclosed | System-level governance leadership |
| Mass General Brigham (formerly Partners HealthCare) | Network President | Not disclosed | Built physician/hospital network scale across MGH & BWH |
| Quincy Hospital (MA) | Chief Executive Officer | Not disclosed | Community hospital leadership |
External Roles
| Organization | Role | Public/Private | Status |
|---|---|---|---|
| Haemonetics Corporation | Director | Public | Current |
| Synchrony Financial | Director | Public | Current |
| Savista (healthcare RCM) | Director | Private | Current |
| Fiduciary Trust Company | Director | Private | Current |
| AgNovos Healthcare, LLC | Director | Private | Current |
| Azenta, Inc. | Director | Public | Prior |
| Parexel International Corporation | Director | Public (at time) | Prior |
| Lincare Holdings Inc. | Director | Public (at time) | Prior |
| Press Ganey Holdings | Director | Public (at time) | Prior |
| Century Capital Management | Director | Private | Prior |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under NYSE standards; Zane is independent .
- BSX Committees and roles:
- Executive Compensation & Human Resources Committee: Chair; 5 meetings in 2024 .
- Nominating & Governance Committee: Member; 4 meetings in 2024 .
- Attendance and engagement:
- Board met 7 times in 2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Independent directors held executive sessions at every regular Board meeting; 5 executive sessions in 2024, presided over by the Lead Independent Director (or committee chairs as designated) .
- Lead Independent Director: Edward J. Ludwig (reappointed Feb 2025) .
- Board service limits: Max four public boards per director (CEO max two); monitored annually .
Fixed Compensation
- BSX non‑employee director program (2024 term):
- Annual cash retainer: $125,000; Committee Chair fee: $20,000 (Audit Chair $25,000); Lead Independent Director fee: $40,000 .
- Annual equity grant: $215,000 (restricted stock or deferred RSUs), vesting at the next annual meeting; directors may elect to take cash retainers in equity or defer under the non‑employee director plan .
- 2024 compensation for Zane:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $141,667 |
| Stock Awards ($) | $215,000 |
| Total ($) | $356,667 |
- 2024 equity grant details to Zane:
| Equity Award Type | Grant Date | Units | Grant Date Fair Value ($) | Vesting Date |
|---|---|---|---|---|
| Restricted Stock | May 9, 2024 | 2,901 | $215,000 | May 1, 2025 |
- Vesting/deferral mechanics: Restricted stock and deferred RSUs vest at the next annual meeting; deferred RSUs are delivered upon separation from Board service per plan .
Performance Compensation
- BSX non‑employee director compensation does not use performance metrics; equity is service‑vesting (restricted stock or deferred RSUs) rather than PSU/option-based performance awards .
Other Directorships & Interlocks
- Current public boards: Haemonetics Corporation; Synchrony Financial .
- Proxy‑disclosed related‑party transactions: 2024 items involved relatives of a BSX executive; no transactions involving Zane were disclosed .
- Hedging/pledging: Directors are prohibited from hedging or pledging BSX stock .
- Committee consultant independence: Compensation Committee retains Semler Brossy; the committee determined the consultant is independent and without conflicts (2024) .
Expertise & Qualifications
- Healthcare leadership and operations: Former CEO of a large academic medical center; system-level network leadership (Mass General Brigham) .
- Governance and compensation oversight: Chair of BSX’s Compensation Committee with remit over executive pay, clawbacks, and human capital risk oversight .
- Education: MA, Catholic University of America; BA, George Washington University; multiple honorary degrees .
- Say‑on‑pay signal: BSX’s 2024 say‑on‑pay approval was 92.7%, indicating strong shareholder support for compensation oversight during her tenure as Compensation Chair .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 34,944 |
| Ownership as % of shares outstanding | <1% |
| Unvested restricted stock (included above) | 2,901 |
| Stock ownership guideline for directors | ≥5x annual cash retainer |
| Compliance with guideline | All non‑employee directors meet or are expected to meet within 5 years |
| Hedging/pledging policy | Prohibited for directors |
Governance Assessment
- Strengths and positives:
- Independent director with deep provider‑side operating experience; chairs Compensation Committee and serves on Nominating & Governance (strong human capital and governance alignment) .
- Robust engagement indicators: ≥75% attendance and participation in executive sessions; Board met 7 times (2024) .
- Shareholder alignment: director equity grants in stock/RSUs; ownership guideline of 5x retainer; hedging/pledging prohibited .
- Pay oversight credibility: Independent consultant (Semler Brossy) with no conflicts; strong say‑on‑pay outcome (92.7%) during 2024 .
- Potential conflicts/risks:
- External directorships at Haemonetics (medtech) and Synchrony Financial (financial services); no related‑party transactions with BSX disclosed; board service within company limits (≤4 public boards) .
- No Section 16 filing issues disclosed related to Zane; company reported timely compliance in 2024 with minor exceptions unrelated to her .
- Net view: Zane’s hospital operator background and leadership of the Compensation Committee support board effectiveness on talent, pay, and healthcare ecosystem insights, with no disclosed related‑party exposures or alignment red flags .