Miriam O'Sullivan
BOSTON SCIENTIFICAbout Miriam O’Sullivan
Miriam O’Sullivan, age 44, is Senior Vice President and Chief Human Resources Officer (CHRO) of Boston Scientific, a role she has held since January 1, 2025. She joined Boston Scientific in 2012 and has held HR leadership roles across Global Operations and major business groups; she holds a BBS with French from the University of Limerick and a Certificate in Employment Law from the National College of Ireland. Company performance context relevant to incentive alignment: 2024 GAAP net sales were $16.747B (+17.6% YoY), Adjusted EPS was $2.51, Adjusted Operating Income Margin 27.0%, and three‑year rTSR reached 115.86%, which drove maximum Annual Bonus Plan funding at 150% for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Boston Scientific | SVP & CHRO | 2025–present | Oversees global HR, including Operations & Services, Total Rewards, Talent, Global Inclusion & Engagement |
| Boston Scientific | Group VP HR, Cardiology | 2021–2025 | Led HR for Cardiology businesses: Interventional Cardiology Therapies, Cardiac Rhythm Management & Diagnostics, WATCHMAN, Electrophysiology |
| Boston Scientific | VP HR, Interventional Cardiology | 2019–2021 | Division HR leadership |
| Boston Scientific (MA, USA) | VP HR, Global Operations | 2017–2018 | Supported Global Supply Chain organization |
| Boston Scientific (Cork, IE) | Director, HR (site) | 2012–2017(approx.) | Site-level HR leadership |
| UCB Pharma (IE/UK) | Director, HR | Pre‑2012 | Supported Irish & UK operations |
| IBEC (Ireland) | Employer representative | Early career | Employer representation for Irish businesses |
External Roles
- None disclosed in the 2025 Proxy Statement; internally, she serves as co‑chair of Boston Scientific’s Global Council for Inclusion .
Fixed Compensation
- Individual base salary and target bonus opportunity for Ms. O’Sullivan are not disclosed (she is not listed among Named Executive Officers). Company program design for executives emphasizes a mix of fixed salary plus variable incentives, with at‑risk pay dominating for NEOs (CEO ~92.2% at‑risk; other NEOs ~83.1% at‑risk) .
Performance Compensation
Annual Bonus Plan (ABP) – Company design and 2024 outcomes
| Metric | 2024 Target | 2024 Actual/Result | Achievement | Funding range and outcome |
|---|---|---|---|---|
| Adjusted Net Sales | $15.61B | $16.741B (107% of plan) | Above Target | 135%–155% (contributed to 150% company-wide Applicable Distribution Percentage) |
| Adjusted EPS | $2.25 | $2.51 (112% of plan) | Above Target | 135%–155% |
| Adjusted Operating Income Margin | 26.7% | 27.0% (101% of plan) | Above Target | 115%–135% |
| ESG modifier | Qualitative | No modification applied | — | 0% net effect in 2024 |
| Quality modifier | Qualitative | No reduction | — | 0% net effect in 2024 |
| Company-wide ABP funding | — | — | — | Funded at 150%; Dynamic Bonus set at 7.0% |
- ABP structure: Single company-wide “Applicable Distribution Percentage” (0–150%) based on Adjusted Net Sales (50% weight), Adjusted EPS (40%), Adjusted OIM (10%), modified by ESG and quality; managers then apply Individual Performance Modifiers (0–150%) with overall individual payout capped at 225% of target .
Long-Term Incentives (LTI) – Company design and schedules
| Vehicle | Mix (executives) | Key features | Vesting/performance |
|---|---|---|---|
| Performance RSUs – ONSG PSP | 25% | 3‑year Organic Net Sales Growth vs plan; 0–200% payout | 50% payout at 61.8% of plan; 100% at plan; 200% at ≥138.2% of plan; vests at cycle-end if service condition met |
| Performance RSUs – rTSR PSP | 25% | 3‑year rTSR vs S&P 500 Health Care Index; 0–200% payout | 0% below 25th pct.; 30% at 25th; 100% at 55th; 200% at ≥75th; vests at cycle-end if service condition met |
| Service‑based RSUs | 25% | Retention/ownership alignment | 4 equal annual installments, contingent on service |
| Non‑qualified stock options | 25% | Price appreciation alignment; 10‑year term | 4 equal annual installments; exercisable through 10th anniversary |
- Equity award grant policy and timing controls; options priced at grant-date close; no repricing without shareholder approval .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Executive stock ownership guidelines | CEO: 6x base salary; all other executives: 3x base salary; retain ≥50% of net shares until compliant |
| Hedging/pledging | Prohibited for executives and directors (e.g., zero-cost collars, forward sales; no pledging/margin) |
| Insider trading policy | Trading windows, pre‑clearance for information‑sensitive roles, blackout periods as needed |
| Individual ownership (Ms. O’Sullivan) | Not disclosed in proxy tables (beneficial ownership table covers directors and NEOs) |
Employment Terms
| Topic | Terms (executive program) |
|---|---|
| Change‑in‑Control (CIC) agreements | Double‑trigger required (CIC plus qualifying termination within 2 years). Non‑CEO executives: lump sum 2x (base salary + target bonus or prior year bonus if higher), prorated target bonus for year of termination, up to 3 years of benefits continuation, up to $100K legal fee reimbursement; “best‑net” cutback if beneficial. Equity accelerates only if not assumed/substituted; otherwise double‑trigger applies . |
| Severance plans | Provide severance payments and subsidized COBRA/dental benefits for qualifying terminations (non‑CIC) . |
| Executive Retirement Plan | Lump sum benefit equal to 2.5 months of salary per year of service, capped at 36 months; contingent on separation agreement incl. non‑disclosure, non‑competition, non‑solicitation, non‑disparagement; clawback if covenant breach . |
| Clawbacks | Dodd‑Frank compliant clawback for erroneously awarded incentive comp upon restatement; additional discretionary clawbacks for misconduct/gross dereliction causing significant harm . |
| Tax gross‑ups | No excise tax gross‑ups on CIC; no income tax gross‑ups except relocation benefits . |
Compensation Structure Analysis (company program signals)
- 2024 ABP tightened alignment by adding Adjusted OIM and converting ESG to a modifier; ABP funded at 150% on strong results, maintaining formulaic rigor with capped maxima and committee discretion to reduce for quality shortfalls .
- LTI mix balances multi‑year operating execution (ONSG) with relative shareholder value creation (rTSR) and time‑based retention, with 0–200% payout ranges reinforcing performance leverage .
- Governance features mitigate risk: no repricing without approval, hedging/pledging bans, robust clawbacks, structured grant timing, and ownership guidelines .
Company Performance Context (for incentive calibration)
| Metric | 2024 Outcome |
|---|---|
| GAAP Net Sales | $16.747B; +17.6% YoY |
| Adjusted EPS | $2.51 |
| Adjusted Operating Income Margin | 27.0% |
| 3‑year rTSR (2012 PSP cycle example) | 115.86% for 2022 rTSR PSP (earned at 200%) |
Peer Benchmarking and Say‑on‑Pay
- Compensation peer group spans large-cap medtech and life sciences (e.g., Abbott, Medtronic, Stryker, Edwards, Thermo Fisher); GE HealthCare added for 2025 benchmarking .
- Say‑on‑pay approvals indicate sustained shareholder support: 2024 92.7%, 2023 92.6%, 2022 89.7% .
Investment Implications
- Pay-for-performance architecture is robust and should drive alignment for the CHRO: ABP tied to sales, EPS, and margin with ESG/quality modifiers; LTI split between rTSR and multi‑year organic growth rounds out strategic alignment .
- Retention risk appears moderated by standardized CIC protections (2x cash for non‑CEO execs), the Executive Retirement Plan, and four‑year vesting on time‑based equity; however, lack of disclosed individual ownership or Form 4 activity for Ms. O’Sullivan limits visibility into personal “skin‑in‑the‑game” and potential near‑term selling pressure .
- Governance mitigants (no hedging/pledging, strong clawbacks, no excise gross‑ups, high say‑on‑pay support) reduce red‑flag risk and suggest low compensation‑related controversy risk near term .
Note: Where individual CHRO figures (salary, target bonus, personal grants, ownership) are not disclosed in the proxy and no Form 4s were found, analysis references company‑level policies and outcomes applicable to executive officers. All data and statements are sourced from Boston Scientific’s 2025 Proxy Statement unless otherwise noted.