Joseph Fitzgerald
BOSTON SCIENTIFICAbout Joseph Fitzgerald
Joseph M. Fitzgerald, age 61, is Executive Vice President and Group President, Cardiology at Boston Scientific, a role held since May 2022 after serving as President, Cardiology (Jan–Apr 2022) and President, Interventional Cardiology (2020–2022) . He oversees development and commercialization in rhythm management, coronary, and structural heart, with notable 2024 accomplishments including outstanding financial results, the U.S. launch of FARAPULSE pulsed field ablation, global expansion, BD execution, and digital innovation initiatives . Education: MBA (Southern Illinois University, marketing/finance) and BS in business (Indiana University) . Company pay-for-performance hinges on Adjusted Net Sales, Adjusted EPS, and Adjusted Operating Income Margin; in 2024 actuals were $16.741B, $2.51, and 27% versus targets $15.61B, $2.25, and 26.7%, driving a 150% company-wide bonus funding; long-term rTSR performance for the 2022 PSP paid at 200% based on 93rd percentile vs S&P 500 Health Care Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boston Scientific | EVP & Group President, Cardiology | May 2022–present | Oversight of rhythm management, coronary and structural heart; led FARAPULSE U.S. launch and strong financial/clinical milestone execution in 2024 |
| Boston Scientific | EVP & President, Cardiology | Jan 2022–Apr 2022 | Continued scale-up of Cardiology leadership and launches |
| Boston Scientific | EVP & President, Interventional Cardiology | 2020–2022 | Led IC portfolio growth; category leadership strategy execution |
| Boston Scientific | EVP & President, Rhythm Management Group | 2014–2020 | Directed CRM growth and portfolio management |
| Boston Scientific | SVP & President, Cardiac Rhythm Management | 2011–2014 | Advanced CRM business performance |
| Boston Scientific | SVP & President, Endovascular | 2008–2011 | Expanded endovascular portfolio |
| Boston Scientific | President & GM, Peripheral Interventions; President, Electrophysiology | 2005–2008 | Built PI and EP franchises |
| Boston Scientific | VP, Global Marketing (Neurovascular); VP, U.S. Sales (Neurovascular) | 1998–2005 | Scaled neurovascular marketing and sales |
| Boston Scientific | Sales Representative | 1990 onward | Early commercial foundation |
External Roles
No public company directorships or external board roles for Joseph M. Fitzgerald are disclosed in the 2025 Proxy Statement .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $740,178 | $793,560 | $842,360 |
| Actual Annual Bonus (ABP) ($) | $764,649 | $1,016,657 | $1,319,632 |
| Total Compensation ($) | $4,764,586 | $5,592,519 | $6,335,804 |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Target Bonus (% of Salary) | 85% | 90% |
| Annual Base Salary at FY End ($) | $793,560 | $850,000 |
| Target Award ($) | $674,000 (85% of base) | $765,000 |
| Applicable Distribution % (Company) | 150% | 150% |
| Individual Performance Modifier | Not disclosed per table | 115% |
| Actual ABP Award ($) | $1,016,657 | $1,320,000 |
Performance Compensation
Annual Bonus Plan (ABP) – 2024 Company Metrics
| Metric | Weighting | Target 2024 | Actual 2024 | Achievement | Funding Range | Applied Distribution |
|---|---|---|---|---|---|---|
| Adjusted Net Sales | 50% | $15.61B | $16.741B | Above Target | 135%–155% | 150% |
| Adjusted EPS | 40% | $2.25 | $2.51 | Above Target | 135%–155% | 150% |
| Adjusted Operating Income Margin | 10% | 26.7% | 27% | Above Target | 115%–135% | 150% |
| ESG Modifier | n/a | n/a | n/a | No change applied | n/a | 150% |
| Quality Modifier | n/a | n/a | n/a | No reduction applied | n/a | 150% |
Definitions: Adjusted Net Sales (constant currency, excludes certain acquisitions), Adjusted EPS (adjusted net income per share), Adjusted OIM (%) per plan .
2024 Long-Term Incentive (LTI) Awards – Joseph Fitzgerald
| Award Type | Grant Date | Quantity (#) | Exercise Price | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| ONSG Performance RSUs | 2/12/2024 | 13,848 | n/a | $1,289,664 | 3-year performance + service; 0–200% payout vs plan organic net sales growth |
| rTSR Performance RSUs | 2/12/2024 | 13,848 | n/a | $899,982 | 3-year performance vs S&P 500 Health Care Index; 0–200% payout |
| Service-Based RSUs | 2/12/2024 | 13,848 | n/a | $899,982 | 25% annually over 4 years |
| Non-Qualified Stock Options | 2/12/2024 | 36,509 | $64.99 | $899,991 | 25% annually over 4 years; 10-year term |
Performance Results: The 2022 rTSR PSP paid at 200% of target based on rTSR at the 93rd percentile over the 3-year period ended Dec 31, 2024; settled Feb 2025 .
LTI mix policy: Executives receive 25% ONSG PSUs, 25% rTSR PSUs, 25% options, 25% service RSUs (reinforces pay-for-performance, ownership, and retention) .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficially owned shares (as of Mar 7, 2025) | 901,581; less than 1% of outstanding |
| Options exercisable within 60 days | 718,005 |
| Shares held by children (disclaimed) | 5,234 |
| Stock ownership guideline | 3× base salary for executives; CEOs 6× |
| Guideline compliance status | CEO and NEOs in compliance as of proxy date |
| Hedging/pledging policy | Prohibited; none engaged in hedging/pledging |
Outstanding awards snapshots (as of 12/31/2024): Representative unvested service RSUs for Fitzgerald include 4,167 (2021), 7,920 (2022), 13,087 (2023), 13,848 (2024) with disclosed market values; multiple unearned performance RSUs across 2022–2024 programs are outstanding per award tables .
Employment Terms
| Scenario | Cash Severance | Benefits | Equity Acceleration | Total Benefits |
|---|---|---|---|---|
| Voluntary Termination (retirement-eligible) | Pro rata target bonus $765,004 ; Executive Retirement Plan lump sum $2,550,013 | Health & welfare n/a; ERP payment $2,550,013 | Options $3,148,132; RSUs $12,063,997 | $18,527,146 |
| Involuntary Termination Without Cause | Pro rata target bonus $765,004 ; ERP $2,550,013 | ERP $2,550,013 | Options $3,148,132; RSUs $12,063,997 | $18,527,146 |
| Change in Control (no termination) | Base/bonus n/a | Health/welfare $61,412 | Options $4,036,396; RSUs $13,300,900 | $23,763,696 |
| Termination Following Change in Control | Base Salary $2,550,013; Bonus $3,049,971; Pro rata target bonus $765,004 | Health & welfare $61,412; life insurance $1,695 | Options $4,036,396; RSUs $20,326,552 | $27,677,965 |
| Disability | Pro rata target bonus $765,004 | ERP $2,550,013 | Options $4,036,396; RSUs $20,326,552 | $27,677,965 |
| Death | Pro rata target bonus $765,004 | ERP $2,550,013 | Options $4,036,396; RSUs $20,326,552 | $27,677,965 |
| Retirement | Pro rata target bonus $765,004 | ERP $2,550,013 | Options $3,148,132; RSUs $12,063,997 | $18,527,146 |
Key terms:
- Double-trigger required for equity acceleration upon change in control where awards are assumed/substituted; single-trigger acceleration only if awards are not assumed .
- Service RSUs and options vest 100% upon retirement, death, or disability after first anniversary of grant; forfeited if retirement before first anniversary; death/disability before first anniversary vest in full .
- Executive Retirement Plan eligibility requires age + years of service >65; breach of non-compete/non-solicit triggers repayment of ERP amounts .
Clawbacks and Best Practices:
- Dodd-Frank clawback policy effective Nov 17, 2023; mandatory recoupment on restatement; additional misconduct clawbacks in place .
- No excise tax gross-ups; no repricing of underwater options; hedging/pledging prohibited .
Related Party Transactions:
- 2024 pre-approved employment of Joseph Barrett Fitzgerald and Robert Blaise Fitzgerald (sons) as AF Solutions Territory Managers; total compensation approx. $674,731 and $896,129, respectively; largely commission-based and commensurate with peers .
Performance & Track Record
| Area | Highlights |
|---|---|
| Business execution | Outstanding financial results; FARAPULSE U.S. launch; meeting key regulatory, clinical and commercial milestones; global expansion; BD transactions; digital innovation; talent development |
| Company rTSR | 2022 PSP outcome: 200% of target (93rd percentile vs S&P 500 Health Care) over 3-year cycle ended 12/31/2024 |
| ABP metric achievements | 2024: Adjusted Net Sales $16.741B; Adjusted EPS $2.51; Adjusted OIM 27%; company funding set at 150% with no ESG/quality adjustments |
Say-on-Pay:
- Approval results evidencing strong investor support: 2022 89.7%; 2023 92.6%; 2024 92.7% .
Compensation Structure Analysis
- Strong at-risk mix: For NEOs, ~83.1% of 2024 target TDC is performance-based; CEO ~92.2% .
- Program alignment: Company metrics (Adjusted Net Sales, EPS, OIM) and LTI (ONSG, rTSR) directly tie pay to profitable growth, margin expansion, and shareholder value; no off-cycle grants to offset below-target performance .
- Consultant independence: Semler Brossy engaged; Compensation Committee determined independence, no conflicts; peer benchmarking and risk assessment performed; programs not expected to create material adverse risk .
Equity Ownership & Pledging
- Ownership aligned via guidelines (3× salary) and retention features (4-year vesting); no hedging/pledging permitted and none observed .
Employment Terms
- ERP present value for Fitzgerald: $2,550,013 with 34.21 years credited service; retirement-eligible as of 12/31/2024 .
- Change-in-control agreements employ double-trigger for cash severance and equity acceleration with assumed awards .
Investment Implications
- Pay-for-performance alignment is robust: 2024 ABP overachievement and rTSR outperformance support outsized variable pay tied to core financials and shareholder returns, reinforcing strategic execution in Cardiology (including FARAPULSE) .
- Retention risk appears contained: Retirement eligibility plus favorable post-anniversary vesting provisions reduce forfeiture risk; clawbacks and prohibitions on hedging/pledging mitigate governance red flags .
- Potential selling pressure watchpoints: Large number of options exercisable within 60 days (718,005) and multi-year PSU payouts may create episodic liquidity, though no hedging/pledging and strong ownership guidelines promote alignment; monitor Form 4 activity around vesting and PSU settlements .
- Governance quality: Strong say-on-pay support, independent consultant, clawbacks, and no excise gross-ups/option repricing indicate shareholder-friendly oversight of compensation .