Jessica Mega
BOSTON SCIENTIFICAbout Jessica L. Mega
Jessica L. Mega, M.D., is an independent director of Boston Scientific and has served on the Board since June 2023. She is 50 years old and is a physician-executive who co-founded Verily Life Sciences and served as its Chief Medical and Scientific Officer (2015–Jan 2023). Dr. Mega previously was a cardiologist and senior investigator at Brigham and Women’s Hospital, a faculty member at Harvard Medical School, and a leader in the TIMI Study Group genetics program. She holds an MD from Yale, an MPH from Harvard School of Public Health, and a BA from Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verily Life Sciences (Alphabet) | Co-Founder; Chief Medical & Scientific Officer | 2015–Jan 2023 | Oversaw clinical/science efforts; translated tech innovations to programs improving patient outcomes |
| Brigham and Women’s Hospital | Cardiologist; Senior Investigator | 2008–2015 | Led large-scale international cardiovascular trials; directed TIMI genetics program |
| Harvard Medical School | Faculty | Not specified | Academic leadership and research contributions |
| TIMI Study Group | Program Lead (Genetics) | Not specified | Directed genetics program in cardiovascular trials |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Danaher Corporation | Director | Current | Public company board service (life sciences, diagnostics) |
| Duke-Margolis Center for Health Policy | Board of Advisors | Current | Health policy advisory; non-profit/academic |
| Stanford Center for Digital Health | Board of Advisors | Current | Digital health advisory; academic |
| Research!America | Board of Advisors | Current | Research advocacy advisory; non-profit |
Board Governance
- Committee assignments: Member, Executive Compensation & Human Resources Committee (5 meetings in 2024); Member, Risk Committee (4 meetings in 2024). She is not a committee chair .
- Independence: Listed and affirmed as an independent director under NYSE standards; Board determined all directors other than the CEO are independent .
- Attendance and engagement: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and committee meetings for the periods served; all then-serving directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session without non-independent directors five times in 2024 .
- Committee remit signals: Compensation Committee oversees CEO and senior executive compensation, clawback policies, pay-risk alignment, and director pay; employs independent consultant Semler Brossy with no conflicts determined . Risk Committee oversees enterprise risk, product quality and safety, regulatory compliance, cybersecurity, data privacy, business continuity, and insurance programs .
Fixed Compensation
| Component | Structure/Amount | 2024 Value for Mega | Notes |
|---|---|---|---|
| Annual cash retainer | $125,000 | $121,352 | Paid quarterly; directors may elect equity in lieu of cash for some or all cash compensation |
| Committee membership fees | None disclosed | $0 | BSX compensates chair roles only; no membership or meeting fees disclosed |
| Committee chair fees | $20,000 (non-Audit); $25,000 (Audit) | $0 | Mega is not a chair |
| Lead Independent Director fee | $40,000 | $0 | Not applicable |
| Perquisites | Travel reimbursements; corporate aircraft available for certain Board travel; D&O indemnity insurance | N/A | Applies to all directors |
Total 2024 director compensation for Mega: Fees earned $121,352 and stock awards $215,000; Total $336,352 .
Performance Compensation
- BSX non-employee director pay has no performance-based bonus or PSU/option awards; equity is time-based restricted stock or deferred RSUs vesting at the next Annual Meeting, subject to continued service .
| Metric | Applies to Directors? | Details |
|---|---|---|
| Annual bonus plan (financial/ESG modifiers) | No | Director pay excludes bonuses; ESG modifier applies to employee annual bonus plan (context) |
| Equity performance metrics (PSUs/TSR/EBITDA) | No | Director equity is time-based restricted stock or deferred RSUs; no PSUs or options disclosed for directors |
| Clawback policy coverage | Committee oversight | Compensation Committee develops and monitors clawback policies for executives; directors’ pay structure not performance-based |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Danaher Corporation | Public | Director | Monitor for any BSX–Danaher transactions; Board monitors related party transactions and board service policies annually |
| Duke-Margolis; Stanford CDH; Research!America | Advisory boards | Advisor | Non-profit/academic; governance/strategy advisory roles |
Expertise & Qualifications
- Skills matrix highlights for Mega: Medicine/medical device industry, technology/systems/cybersecurity, public company board experience, finance/capital allocation, risk management, government/public policy, academia; business strategy and M&A experience .
- Education: MD (Yale), MPH (Harvard), BA (Stanford) .
- Operating and research credentials: Led large-scale cardiovascular trials; genetics program leadership; executive experience bridging tech and life sciences .
Equity Ownership
| Ownership Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Shares beneficially owned | 6,154 | March 7, 2025 | Less than 1% of outstanding shares |
| Restricted stock (unvested; voting but not investment power) | 2,901 | March 7, 2025 | Included in beneficial ownership |
| Outstanding restricted stock (12/31/2024) | 2,901 | Dec 31, 2024 | No outstanding deferred RSUs |
| Annual equity grant (2024 term) | 2,901 restricted shares | Grant: May 9, 2024 | Grant date FV $215,000; vests May 1, 2025 |
| Hedging/pledging | Prohibited | Policy in place | None of the directors engaged in hedging or pledging |
| Director ownership guidelines | 5x cash retainer within 5 years of joining Board | Monitoring | All non-employee directors meet or are expected to meet within 5 years; N&G monitors annually |
Governance Assessment
- Strengths: Independent status; active roles on Risk and Compensation Committees (key oversight areas); participation in executive sessions; equity ownership and five-year ownership guideline support alignment; hedging/pledging prohibited and reported as none; director pay benchmarked by an independent consultant with conflicts reviewed annually .
- Compensation mix: Standard market structure (cash retainer plus time-based equity); no options; no performance-linked director pay—which is typical for director independence but offers limited pay-for-performance signaling for investors .
- Attendance: Proxy confirms at least 75% attendance for all incumbent directors and full Annual Meeting attendance by then-serving directors—no attendance red flags disclosed .
- Potential conflicts/interlocks: Current Danaher directorship warrants monitoring for any BSX-related transactions; Board annually reviews related party transactions and board service policies; independence affirmed .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or pay anomalies in the 2025 proxy .