Vance Brown
BOSTON SCIENTIFICAbout Vance Brown
Vance R. Brown (age 55) is Senior Vice President, General Counsel, and Corporate Secretary of Boston Scientific, a role he has held since June 2021; he joined the company in 2001 after practicing at Skadden, Arps and holds a JD from Harvard Law School and a BA from the University of Western Ontario . Company performance context during his current tenure includes 2024 Adjusted Net Sales of $16.741 billion, Adjusted EPS of $2.51, and Adjusted Operating Income Margin of 27.0% under the Annual Bonus Plan framework, and a three‑year relative TSR of 115.86% for the 2022 rTSR program cycle ending 12/31/2024 . The pay program continues to carry strong shareholder support, with 92.7% Say‑on‑Pay approval in 2024 . Pay‑versus‑performance disclosures also show a $197.52 value of a $100 BSX investment over 2021–2024 (company TSR series) and rising Adjusted Net Sales to $16.741 billion in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Boston Scientific | SVP, General Counsel & Corporate Secretary | 2021–present (since June 2021) | Provides global legal leadership across all businesses/regions/functions; oversees the company’s global compliance function |
| Boston Scientific | VP, Chief Corporate Counsel & Assistant Secretary | 2010–2021 | Led international legal teams and corporate legal functions including M&A, venture capital, corporate governance, and securities |
| Boston Scientific | Legal and compliance roles (progressive) | 2001–2010 | Various roles of increasing responsibility in legal/compliance supporting the enterprise |
| Skadden, Arps, Slate, Meagher & Flom | Attorney | Pre‑2001 | Big‑law experience prior to joining Boston Scientific (practice area not disclosed) |
External Roles
No external public-company directorships or committee roles for Mr. Brown are disclosed in the proxy .
Fixed Compensation
| Component | 2024 value | Notes |
|---|---|---|
| Base salary | Not disclosed for Mr. Brown | The proxy discloses base salaries for NEOs only; Mr. Brown is not listed among NEOs . |
| Target bonus % | Not disclosed for Mr. Brown | Executives participate in the Annual Bonus Plan; individual target opportunity is expressed as a % of salary; NEO examples range from 75%–155% depending on role . |
| Perquisites | Not disclosed for Mr. Brown | Company policy notes no excise tax gross‑ups and no income tax gross‑ups except relocation; directors may use corporate aircraft for certain travel (director policy) . |
Performance Compensation
Annual Bonus Plan (ABP) – Company metrics and 2024 outcomes
| Metric | Weight | 2024 Target | 2024 Actual | Funding result |
|---|---|---|---|---|
| Adjusted Net Sales | 50% | $15.610B | $16.741B | Above target; within 135%–155% range |
| Adjusted EPS | 40% | $2.25 | $2.51 | Above target; within 135%–155% range |
| Adjusted Operating Income Margin | 10% | 26.7% | 27.0% | Above target; within 115%–135% range |
| ESG modifier | n/a | Modifier | No adjustment applied | No modification for 2024 |
| Quality modifier | n/a | Modifier | No adjustment applied | Committee retained discretion; none applied |
| Applicable Distribution Percentage | n/a | 0%–150% | 150% | Company‑wide funding at plan maximum; individual awards still subject to individual performance modifier (0%–150%) |
Notes: ABP metrics/weights and modifiers are standardized across the company; individual payouts equal Base Salary × Target Bonus % × Applicable Distribution Percentage × Individual Performance Modifier .
Long‑Term Incentives (structure and recent cycle outcomes)
| Program | Performance metric | Performance period | Vesting mechanics | Latest disclosed outcome |
|---|---|---|---|---|
| rTSR Performance Share Program | Relative TSR vs S&P 500 Health Care | Three years (e.g., 1/1/2022–12/31/2024) | Earned shares vest at end of period subject to continued service; double‑trigger acceleration in CIC; immediate vesting if awards not assumed in CIC | 2022 cycle ranked ~93rd percentile; 200% of target earned and delivered in Feb‑2025 to participants (NEO example) |
| Organic Net Sales Growth (ONSG) PSP | Cumulative organic net sales growth vs plan | Three years (2024–2026) | Earned shares vest at end of period subject to continued service; similar CIC treatment as rTSR PSP | In‑flight; no payout yet (metric included as long‑term focus) |
| Service‑based RSUs | Stock price linkage | 4‑year vesting | 25% annually over four years, service‑based | Ongoing retention vehicle |
| Non‑qualified stock options | Stock price appreciation | 4‑year vesting; 10‑yr term | 25% annually; exercise price = close on grant date | Ongoing retention/performance leverage |
Equity Ownership & Alignment
- Stock ownership guidelines: Executives (other than CEO) must hold shares equal to at least 3× annual base salary; CEO 6×; executives must retain at least 50% of net shares until compliant; compliance is monitored annually by the Nominating and Governance Committee .
- Hedging/pledging: Prohibited for executives and directors; the company reports none of its executives or directors are engaged in hedging or pledging arrangements of BSX securities .
- Insider trading controls: Designated trading windows tied to earnings; pre‑clearance required for individuals in information‑sensitive roles (including executive officers); additional blackout periods may be imposed as needed .
- Beneficial ownership (Mr. Brown): Not individually disclosed in the “Certain Beneficial Ownership” table (which lists directors, NEOs, and all directors/executives as a group) .
Employment Terms
| Topic | Key terms |
|---|---|
| Change‑in‑Control (CIC) Agreements | For executives other than CEO: lump sum of 2× (base salary + target bonus) upon a “double trigger” (CIC plus qualifying termination within 2 years), plus prorated target bonus for year of termination, continuation of certain benefits (up to 3 years), up to $100,000 legal fee reimbursement, and “best‑net” cutback (no excise tax gross‑up). Equity vests on double trigger; if awards are not assumed/substituted in a CIC, they vest upon CIC . |
| Severance (non‑CIC) | Company maintains severance plans providing severance payments and subsidized COBRA health/dental benefits following qualifying terminations; details vary by plan and eligibility (NEO‑specific tables provided; general plan applies to broader executives) . |
| Executive Retirement Plan (ERP) | Eligibility generally requires (age + years of service) ≥ 65, with minimum age 55 and ≥5 years’ service; ERP amounts reported for eligible NEOs (plan framework disclosed for executives generally) . |
| Restrictive covenants | CIC agreements include a two‑year non‑solicitation obligation and confidentiality covenants; non‑compete is not specified in the proxy CIC summary . |
| Clawbacks | Dodd‑Frank‑compliant clawback policy adopted Nov 17, 2023 (mandatory recoupment after accounting restatements), plus additional discretionary clawbacks for misconduct/gross dereliction causing significant harm, covering cash and equity incentives as permitted by law . |
| Tax policy | No excise tax gross‑ups in CIC; no income tax gross‑ups for executives (except relocation benefits applied broadly) . |
Investment Implications
- Pay‑for‑performance alignment: Companywide incentive design leans heavily on objective financial drivers (Adjusted Net Sales 50%, Adjusted EPS 40%, Adjusted OIM 10%), with ESG and quality modifiers; 2024 performance funded ABP at the 150% cap, and the 2022 rTSR cycle paid at 200% based on 93rd‑percentile relative TSR—both supportive of alignment between incentives and value creation .
- Retention vs selling pressure: The mix of 4‑year ratable vesting RSUs/options and three‑year PSUs, combined with strict insider‑trading windows and pre‑clearance, moderates near‑term insider selling pressure and supports retention; hedging/pledging bans further align executives to long‑term equity value .
- Governance safeguards: Double‑trigger CIC protection (no single‑trigger acceleration), no excise gross‑ups, formal clawbacks, ownership guidelines, and strong Say‑on‑Pay support (92.7% in 2024) reduce governance risk and indicate shareholder‑aligned practices that can lower the probability of compensation‑related controversies .
- Execution track record: Disclosed metrics indicate robust operating and shareholder outcomes in 2024 (Adjusted Net Sales $16.741B; Adjusted EPS $2.51; 3‑year rTSR outperformance), which, while company‑level, frame the environment in which the General Counsel oversees legal/compliance risk during accelerated growth and M&A activity—factors relevant for continuity and risk management considerations .
Key gaps: Mr. Brown’s individual salary, bonus targets, equity grant sizes, and current share ownership are not disclosed in the proxy (only NEO details are provided). Analysts should monitor Form 4 filings and future proxies for updated individual ownership and award disclosures.