Yoshiaki Fujimori
BOSTON SCIENTIFICAbout Yoshiaki Fujimori
Yoshiaki Fujimori, age 73, has served on the Boston Scientific Board since July 2016 and is currently an independent director and Chair of the Risk Committee. He is Senior Executive Advisor, Japan to CVC Capital Partners (since Feb. 2017), and previously served as President & CEO of LIXIL Group (2011–2016) and Chairman/President/CEO of General Electric Japan (2008–2011). He holds an MBA from Carnegie Mellon and a BA in petroleum engineering from Tokyo University of Science .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LIXIL Group Corporation | President & Chief Executive Officer | Aug 2011 – Jun 2016 | Led global operations/manufacturing; Japan/Asia emphasis |
| General Electric Japan | Chairman, President & CEO | Jan 2008 – Jun 2011 | Member, GE Corporate Executive Council (2001–2010) |
| General Electric Company | Senior VP; CEO of multiple Asian/global divisions (Medical Systems, Plastics, Capital) | Oct 1986 – 2011 | International operations, manufacturing, technology leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVC Capital Partners (Japan) | Senior Executive Advisor | Feb 2017 – present | Private equity advisory; potential deal exposure |
| Oracle Corporation Japan | Director | Current | Not disclosed |
| Takeda Pharmaceutical Company Limited | Director | Current | Not disclosed |
| Blaize, Inc. | Director | Current | Not disclosed |
| Prior boards: Shiseido; Toshiba; Japan Construction Material & Housing Equipment Industries Federation; TEPCO Holdings | Director | Past (not dated) | Not disclosed |
Board Governance
- Committee assignments: Risk Committee Chair; members include Fujimori, Dockendorff, Mega, Pegus, Wichmann; 4 meetings in fiscal 2024; all members independent .
- Independence: Board determined all directors other than the CEO (Mahoney) are independent under NYSE standards .
- Board/attendance: Board met 7 times in 2024; each incumbent director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session 5 times in 2024 .
- Committee governance: Risk Committee oversees enterprise risk, compliance, product quality/safety, cybersecurity, business continuity, and insurance; provides coordinated oversight with the Audit Committee .
Fixed Compensation
Director compensation program (non-employee) terms:
| Component | 2024 Program Terms | 2023 Program Terms |
|---|---|---|
| Annual cash retainer | $125,000 | $115,000 |
| Annual equity grant (grant-date value) | $215,000 | $205,000 |
| Committee Chair fee (non-Audit) | $20,000 | $20,000 |
| Audit Committee Chair fee | $25,000 | $25,000 |
| Lead Independent Director fee | $40,000 | $40,000 |
Fujimori – actual reported compensation:
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $136,667 | $215,000 | $351,667 |
| 2023 | $115,000 | $205,000 | $320,000 |
Grant detail (2024 term):
| Grant Type | Grant Date | Units (#) | Grant-Date Fair Value ($) | Vesting Date |
|---|---|---|---|---|
| Restricted Stock | May 9, 2024 | 2,901 | $215,000 | May 1, 2025 |
Outstanding director equity at 12/31/2024:
| Instrument | Outstanding Units |
|---|---|
| Restricted Stock | 2,901 |
| Deferred Restricted Stock Units | 36,697 |
Program structure/deferral options: Directors may elect restricted stock and/or deferred RSUs for annual equity; cash may be taken as equity; deferrals under the Non-Employee Director Deferred Compensation Plan; annual cap $600,000 combined cash/equity . Consultant: Semler Brossy served as independent compensation consultant; Compensation Committee affirmed independence; used for market benchmarking including director pay .
Performance Compensation
- No performance-based director incentives disclosed; director equity is time-based, vesting at the next Annual Meeting; deferred RSUs are released upon separation from Board service .
| Instrument | Vesting | Performance Metric |
|---|---|---|
| Restricted Stock | Vests at next Annual Meeting (subject to service) | None disclosed |
| Deferred RSUs | Vest at next Annual Meeting; shares released upon separation | None disclosed |
Other Directorships & Interlocks
- Current public company boards: Oracle Corporation Japan; Takeda Pharmaceutical Company Limited .
- Private/directorship: Blaize, Inc. .
- Potential interlocks/conflicts: Senior advisory role at CVC Capital Partners could create perceived conflicts if Boston Scientific evaluates transactions with CVC portfolio companies; Company’s related-party transaction policy assigns oversight to the Nominating & Governance Committee; no related-party transactions involving Fujimori are disclosed .
Expertise & Qualifications
- Skills matrix highlights for Fujimori: Business Strategy; Corporate Governance; Executive Experience; International; Manufacturing; Medical Device Industry; M&A; Operations; Risk Management; Technology/Systems/Cybersecurity .
- Education: MBA, Carnegie Mellon; BA in petroleum engineering, Tokyo University of Science .
Equity Ownership
Beneficial ownership:
| As-of Date | Total Beneficially Owned | Breakdown | Percent of Shares Outstanding |
|---|---|---|---|
| Mar 7, 2025 | 39,598 | 2,901 restricted stock (voting, unvested) ; 36,697 deferred RSUs (no voting until distribution) | <1% (*) |
| Mar 8, 2024 | 36,697 | Deferred RSUs (no voting until distribution) | <1% (*) |
Director stock ownership guidelines: Non-employee directors should own at least 5× the annual cash retainer within 5 years; Company states all non-employee directors either meet or are expected to meet guidelines (monitored annually) .
Governance Assessment
- Strengths: Independent director; Chair of Risk Committee overseeing enterprise risk, compliance, product quality/safety, cybersecurity, and resiliency; consistent Board/committee engagement (Board met 7x; Risk 4x; directors met attendance thresholds and held 5 executive sessions) . Deep international operations/manufacturing experience and medtech credentials support risk oversight and global strategy .
- Alignment: Balanced cash/equity mix; annual equity subject to service vesting; meaningful deferred equity holdings (36,697 RSUs) signal long-term alignment; beneficial ownership increased with 2024 RS grant counted as beneficial due to voting rights .
- Potential conflicts: Senior advisory role with CVC Capital Partners may present perceived conflicts in M&A or strategic transactions involving CVC portfolio companies; Boston Scientific’s related-party framework centralizes oversight and disclosure; no Fujimori-related transactions disclosed .
- Red flags: None disclosed regarding attendance shortfalls, hedging/pledging, tax gross-ups, option repricing, or Section 16 compliance. The only related-party transactions disclosed pertain to compensation of an executive’s family members, not Fujimori .
Overall: Governance profile is solid with robust risk oversight responsibilities and independent status; monitor for any future CVC-related interactions that could raise conflict-of-interest concerns, and continued compliance with stock ownership guidelines .