John Sununu
BOSTON SCIENTIFICAbout John E. Sununu
Independent director at Boston Scientific since April 2009; age 60. Former U.S. Senator (NH, 2003–2009) and U.S. Representative (NH-1, 1996–2002), with prior private-sector experience as CFO of Teletrol Systems. Holds an MBA from Harvard and BA/MS in mechanical engineering from MIT; Board has determined all directors other than the CEO are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Senate (NH) | U.S. Senator | 2003–2009 | Banking, Commerce, Finance, Foreign Relations; drafted/passed Internet Tax Freedom Act, Survivors Benefit Act, New England Wilderness Act |
| U.S. House of Representatives (NH-1) | U.S. Representative | 1996–2002 | Vice Chair, Budget Committee; Member, Appropriations Committee |
| Teletrol Systems | Chief Financial Officer | Not disclosed | Manufacturer of building control systems |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| BlueRiver Acquisition Corp. | Director | Current | Public company directorship |
| Lloyd’s of London | Council Member | Former | Governance role |
| Time Warner Cable Inc. | Director | Former | Public company directorship |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Audit; designated as an “audit committee financial expert” under SEC rules .
- Independence: Board determined all directors other than the CEO are independent; Sununu is independent .
- 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 5 executive sessions without management .
- Committee activity in 2024: Audit (9 meetings), Nominating & Governance (4 meetings) .
- Lead Independent Director: Edward J. Ludwig; re-appointed February 2025, overseeing independent director activities .
Fixed Compensation
| Component | Program Terms (2024) | John E. Sununu – 2024 Actual |
|---|---|---|
| Annual cash retainer | $125,000 for non-employee directors | $141,667 fees earned/paid in cash |
| Committee chair fee | $20,000 for each committee chair (except Audit) | Included within cash; Sununu chairs Nominating & Governance |
| Audit chair fee | $25,000 for Audit Chair only | Not applicable (member, not chair) |
| Lead Independent Director fee | $40,000 to Lead Independent Director | Not applicable (Ludwig holds role) |
| Equity retainer | Annual grant valued at $215,000 | $215,000 stock awards (grant-date fair value) |
| Total compensation | Cash + equity as above; no meeting fees disclosed | $356,667 total |
| Payment/deferral options | Cash may be taken as restricted stock or deferred RSUs; equity may be taken as restricted stock or deferred RSUs | Eligible; Sununu utilizes deferred RSUs (see ownership) |
Performance Compensation
| Feature | Detail |
|---|---|
| Award types | Restricted stock and/or deferred restricted stock units for directors |
| Vesting | Director equity vests on the date of the next Annual Meeting following grant (e.g., May 1, 2025 for 2024 grants), subject to continued service |
| Deferral elections | Directors may defer cash and/or equity into deferred RSUs under the Non-Employee Director Deferred Compensation Plan |
| Performance metrics | None disclosed for director compensation; awards are service-based (no revenue/EBITDA/TSR metrics) |
| Annual grant timing | Granted on date of Annual Meeting each year |
| Annual cap | Non-employee directors may not receive >$600,000 in cash+equity per calendar year under the plan |
| Hedging/pledging policy | Prohibited for executives and directors; none engaged in such arrangements |
Other Directorships & Interlocks
| Company/Entity | Relationship to BSX | Potential Interlock/Conflict |
|---|---|---|
| BlueRiver Acquisition Corp. | External public company board | No BSX disclosure of transactional ties; standard external role |
| Lloyd’s of London | External council role | Former position; no BSX transactional disclosure |
| Time Warner Cable Inc. | External public company board (former) | Former role; no BSX transactional disclosure |
Expertise & Qualifications
- Government and public policy expertise; corporate leadership experience; finance/accounting literacy; mechanical engineering background; MBA; Audit Committee financial expert designation .
- Skills matrix: governance, business strategy, risk management, finance/capital allocation reflected in BSX skills overview for nominees .
Equity Ownership
| Measure (as of March 7, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 134,399 shares | <1% of shares outstanding; includes voting/investment power where applicable |
| Restricted stock (unvested) | 2,901 shares | Sole voting power; unvested until Annual Meeting |
| Deferred restricted stock units | 81,757 units | No voting/investment power; delivered upon separation per plan |
| Director ownership guidelines | At least 5× annual cash retainer within five years; monitored annually; all non-employee directors meet or are expected to meet | |
| Hedging/pledging | Prohibited; none engaged by directors |
Insider Trades
| Date | Filing | Description |
|---|---|---|
| May 9, 2025 | Form 4 | Reported changes in beneficial ownership for director equity grant activity around May 8, 2025 |
Governance Assessment
- Board effectiveness: Sununu chairs Nominating & Governance, overseeing director nominations, succession planning, governance policies, and monitoring compliance with stock ownership guidelines—key levers for board quality and refreshment . His Audit Committee membership and “financial expert” designation enhance financial oversight and compliance rigor .
- Independence and engagement: The Board is majority independent; independent directors held five executive sessions; Board met seven times in 2024 with ≥75% attendance for each director—indicators of active oversight and engagement .
- Incentive alignment and safeguards: Director equity is service-based with standardized vesting; hedging/pledging is prohibited; director ownership guidelines require meaningful equity stakes, monitored annually—supportive of “skin-in-the-game” alignment . Company-wide say‑on‑pay support was 92.7% in 2024, signaling investor confidence in compensation governance broadly .
- Related-party oversight: As Nominating & Governance Chair, Sununu’s committee oversees related party transactions; 2024 disclosures detail pre-approved employment/compensation for an executive’s family members with pay deemed commensurate—oversight is formalized via policy and committee review .
- RED FLAGS: No pledging/hedging; no disclosed related-party transactions involving Sununu; external directorships do not show BSX transactional ties—no specific conflicts disclosed for Sununu . Board service limitation policy mitigates overboarding/committee overload risks .