Susan Morano
BOSTON SCIENTIFICAbout Susan E. Morano
Independent director of Boston Scientific Corporation; age 60; director since June 2023. Former Vice President, Business Development and Strategic Operations at Johnson & Johnson MedTech; MBA (Columbia University) and BA (Villanova University). Committee assignments: Audit Committee (designated “financial expert”) and Nominating & Governance Committee; Board determined she is independent under NYSE standards. Attendance: the Board met 7 times in 2024 and each incumbent director attended at least 75% of Board and committee meetings; independent directors held 5 executive sessions without management in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson MedTech | Vice President, Business Development & Strategic Operations | 2020 – Feb 2023 | Led BD and strategic ops; MedTech leadership team; focus on global M&A and strategy |
| Johnson & Johnson Medical Devices | Vice President, Business Development | 2012 – 2020 | Responsibility for licensing, acquisitions and divestitures across Medical Devices Group |
| Johnson & Johnson (six operating companies) | Finance & Business Development roles | Various years prior to 2012 | Progressively senior finance/BD roles; MedTech leadership team member |
External Roles
No current public company directorships disclosed for Ms. Morano in the BSX proxy biography .
Board Governance
- Independence: Board affirmatively determined all directors except the CEO are independent; Ms. Morano is independent .
- Committee memberships and meeting cadence:
- Audit Committee member; Audit met 9 times in fiscal 2024; Board designated Ms. Morano an “audit committee financial expert” .
- Nominating & Governance Committee member; met 4 times in fiscal 2024 .
- Board effectiveness signals:
- Board met 7 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting .
- Independent director executive sessions held at every regular Board meeting; 5 sessions in 2024 .
- Lead Independent Director: Edward J. Ludwig serves as Lead Independent Director; role includes presiding over independent sessions and agenda setting .
Fixed Compensation (Director)
| Component | Policy Level | Ms. Morano 2024 Amount |
|---|---|---|
| Annual cash retainer | $125,000 | $121,352 (prorated/elected mix) |
| Annual equity grant | $215,000 (restricted stock and/or deferred RSUs at director election) | $215,000 |
| Committee chair fees | $25,000 (Audit Chair), $20,000 (other chairs) | Not applicable (not a chair) |
| Lead Independent Director fee | $40,000 | Not applicable |
| Total 2024 director compensation | — | $336,352 |
Notes:
- Non-employee directors may elect to receive cash compensation in equity and/or defer compensation under the Non-Employee Director Deferred Compensation Plan .
Performance Compensation (Director Equity Detail)
| Grant Type | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Restricted Stock | May 9, 2024 | 1,450 | 107,000 | Vests on May 1, 2025 |
| Annual Deferred RSUs | May 9, 2024 | 1,450 | 107,000 | Vests May 1, 2025; shares delivered post Board service |
| Cash-in-lieu Restricted Stock (50% of cash) | May 9, 2024 | 421 | 31,000 | Vests May 1, 2025 |
| Cash-in-lieu Deferred RSUs (50% of cash) | May 9, 2024 | 421 | 31,000 | Vests May 1, 2025; delivered post Board service |
Program features:
- Directors can elect mix of restricted stock and deferred RSUs; annual director equity subject to $600,000 aggregate cap per year under 2011 LTIP .
Other Directorships & Interlocks
- No current public company boards disclosed for Ms. Morano; prior senior executive roles at Johnson & Johnson MedTech. No interlocks or shared boards with BSX competitors/suppliers/customers disclosed in the proxy .
Expertise & Qualifications
- Financial and M&A expertise (designated audit committee financial expert) .
- Extensive medtech industry experience; global mergers & acquisitions; management and business strategy .
- Education: MBA, Columbia University; BA, Villanova University .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership | 7,906 shares; less than 1% of outstanding common stock |
| Vested vs. unvested breakdown | Includes 1,871 unvested restricted shares and 3,953 deferred RSUs (1,871 unvested until Annual Meeting) |
| Outstanding director equity at 12/31/2024 | 1,871 restricted shares; 3,953 deferred RSUs |
| Ownership guidelines | Directors must own ≥5x annual cash retainer within five years; monitored annually; all non-employee directors either meet or are expected to meet |
| Pledging/hedging | Prohibited for directors and executives under BSX policy |
Governance Assessment
- Alignment and independence: Ms. Morano’s independent status, Audit financial expert designation, and service on Nominating & Governance support effective oversight of financial reporting and governance practices .
- Engagement: Board and committee attendance standards met at aggregate level; presence at the 2024 Annual Meeting; frequent independent executive sessions indicate robust independent oversight .
- Ownership alignment: Equity retainer structure, equity-in-lieu elections, deferred RSUs, and 5x stock ownership guideline incentivize long-term alignment; hedging/pledging bans reduce misalignment risk .
- Compensation governance signals: Semler Brossy retained as independent compensation consultant; strong say‑on‑pay support (92.7% in 2024) reflects favorable investor sentiment toward BSX’s pay practices .
RED FLAGS
- None disclosed specific to Ms. Morano: no related‑party transactions involving her; Section 16 compliance issues noted only for another executive (two small broker errors), not directors .
- Monitor potential perceived conflicts from prior senior J&J MedTech role; Board’s annual independence and related‑party reviews mitigate this risk .