DEF 14A of Boston Scientific Corp, Mar 19, 2025

DEF 14A of Boston Scientific Corp

Filed Mar 19, 2025 · FY20240000885725-25-000017

Open on EDGAR

  1. Director Nominees at a Glance

    Director Nominees at a Glance

  2. Diverse Range of Experience, Skills and Qualifications Represented by our 2025 Director Nominees

    Diverse Range of Experience, Skills and Qualifications Represented by our 2025 Director Nominees

  3. Diverse Range of Experience, Skills and Qualifications Represented by our 2025 Director Nominees

    | | | Fujimori | Habiger | Ludwig | Mahoney | Mega | Morano | Pegus | Sununu | Wichmann | Zane | | | Academia | | ü | ü | | ü | ü | ü | | | ü | | | Business Strategy | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Corporate Governance | ü | ü | ü | ü | | ü | | ü | ü | ü | | | Environmental, Health, Safety & Sustainability | | ü | ü | | | | ü | | ü | | | | Executive Experience | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Finance / Capital Allocation | | ü | ü | ü | | ü | ü | ü | ü | ü | | | Financial Literacy / Accounting | | ü | ü | | | ü | ü | ü | ü | ü | | | Government / Public Policy | | ü | ü | | ü | | ü | ü | ü | ü | | | Human Capital Management / Compensation | | ü | ü | ü | | | ü | | ü | ü | | | International | ü | ü | ü | ü | ü | | | | ü | | | | Manufacturing | ü | ü | | ü | | | | ü | ü | | | | Marketing / Sales | ü | ü | | ü | | | ü | | | | | | Medical Device Industry | ü | ü | ü | ü | | ü | ü | | | | | | Mergers & Acquisitions | ü | ü | ü | ü | ü | ü | ü | | ü | | | | Operations | | ü | | ü | | | ü | ü | ü | ü | | | Public Company Board | ü | ü | ü | ü | ü | | ü | ü | ü | ü | | | Risk Management | ü | ü | | | | | ü | ü | ü | | | | Technology / Systems / Cybersecurity | | ü | | | ü | | ü | | ü | |

  4. Diverse Range of Experience, Skills and Qualifications Represented by our 2025 Director Nominees

    | 2025 Proxy Statement | 11 |

  5. Board of Director Nominees at a Glance

    Board of Director Nominees at a Glance

  6. S&P* Average for Independent Directors: 63.4

    S&P* Average for Independent Directors: 63.4 *per 2024 Spencer Stuart Board Index

  7. S&P* Average for Independent Directors: 7.8

    S&P* Average for Independent Directors: 7.8 *per 2024 Spencer Stuart Board Index

  8. S&P* Average for Independent Directors: 7.8

    | 12 | 2025 Proxy Statement |

  9. Director Nominees

    Director Nominees The biography of each of the nominees is listed below and contains information regarding the person’s service as a director, business experience, public company director positions currently held or held at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that the person should serve as a director. Each of the director nominees listed below exemplifies how our Board values professional experience in business, education, policy and governmental fields, as well as diversity. Our Board believes these strong backgrounds and sets of skills provide the Board, as a whole, with a strong foundation of technical expertise and a wealth of diverse experience in a wide variety of areas to address the current and anticipated needs of the Company as its opportunities and challenges evolve.

  10. Director Nominees

    | Yoshiaki Fujimori Independent | | Age: 73 | | Senior Executive Advisor, Japan to CVC Capital Partners Director since: July 2016 Board Committees: Risk (Chair) | Experience Highlights: Mr. Fujimori currently serves as Senior Executive Advisor of Japan to CVC Capital Partners, a position he has held since February 2017. He was an advisor to the LIXIL Group Corporation from June 2016 to December 2019 and was the President and Chief Executive Officer of the LIXIL Group Corporation from August 2011 to June 2016. Prior to joining LIXIL, he was Chairman, President and Chief Executive Officer of General Electric Japan from January 2008 to June 2011. In his 25 years at General Electric Company, beginning in October 1986, he held a variety of positions including Senior Vice President and Chief Executive Officer of a number of Asian and global business divisions, including Medical Systems, Plastics, and Capital. Mr. Fujimori also served as a member of the General Electric’s Corporate Executive Council from 2001 to 2010. He formerly served as a director of Shiseido Company Limited, Toshiba Corporation, Japan Construction Material & Housing Equipment Industries Federation and Tokyo Electric Power Company Holdings. Mr. Fujimori is currently a director of Blaize, Inc., Oracle Corporation, Japan and Takeda Pharmaceutical Company Limited. Mr. Fujimori received an MBA from Carnegie Mellon Graduate School of Business and a BA in petroleum engineering from the Tokyo University of Science. Select Skills and Qualifications: Mr. Fujimori’s qualifications to serve on our Board include his expertise in international business, including developing markets, with a particular emphasis on operations and manufacturing in Japan and Asia, technology, and his service on other public company boards. | |

  11. Director Nominees

    | 2025 Proxy Statement | 13 |

  12. Director Nominees

    | David C. Habiger Independent | | Age: 56 | | President and Chief Executive Officer of J.D. Power Director since: July 2024 Board Committees: Audit (Financial Expert) Executive Compensation and Human Resources | Experience Highlights: Mr. Habiger is the President and Chief Executive Officer of J.D. Power, a market research and data analytics company. Prior to joining J.D. Power as its CEO in March 2018, he founded and was partner of Silicon Media Partners beginning in January 2016, served as a senior advisor at Silver Lake Partners, a private equity firm, from October 2013 to October 2020, and was a venture partner at Prizker Group, a venture capital firm, from January 2013 to October 2019. Mr. Habiger served as Chief Executive Officer of Textura Corporation through its sale to Oracle in June of 2016 and served as the Chief Executive Officer of NDS through its sale to Cisco in July 2012. Earlier in his career, he held positions of increasing responsibility at Sonic Solutions, including serving as its Chief Executive Officer through its sale to Rovi Corporation in early 2011. Mr. Habiger is a director on the Chicago Federal Reserve Board where he serves on the Governance, Human Resources and SABOR (Systems Activities, Bank Operations and Risk) Committees. He is also a director of several public and private boards, including EnerSys, a global industrial battery manufacturing company, Reddit, Inc., a social media and software company, and Xperi Inc., a consumer and entertainment licensing company, and a member of the board of trustees at Rush University Medical Center. Mr. Habiger received an MBA from The University of Chicago and a BA in business administration from St. Norbert College. Select Skills and Qualifications: Mr. Habiger’s qualifications to serve on our Board include his executive leadership experience in technology and data analytics, along with deep expertise in governance, risk management, and corporate strategy. | |

  13. Director Nominees

    | Edward J. Ludwig Independent | | Age: 73 | | Former Chairman of the Board and Chief Executive Officer, Becton, Dickinson and Company Director since: March 2014; Lead Independent Director since May 2016 Board Committees: Executive Compensation and Human Resources Nominating and Governance | Experience Highlights: Mr. Ludwig is the former Chairman of the Board of Becton, Dickinson and Company (BDX), a global medical technology company, having served in that position from February 2002 through June 2012. He also served as BDX’s Chief Executive Officer from January 2000 to September 2011 and as its President from May 1999 to December 2008. Mr. Ludwig joined BDX as a senior financial analyst in 1979. Prior to joining BDX, Mr. Ludwig served as a senior auditor with Coopers and Lybrand (now PricewaterhouseCoopers), where he earned his CPA, and as a financial and strategic analyst at Kidde, Inc. Mr. Ludwig was a member of the board of directors of POCARED Diagnostics Ltd, a privately held company focused on infectious disease diagnostics from 2013 to 2022. He formerly served as a director of CVS Health Corporation, Aetna, Inc., Xylem, Inc. and as Vice Chair of the board of trustees of the Hackensack University Medical Center Network. Mr. Ludwig received an MBA from Columbia University and a BA in economics and accounting from The College of Holy Cross. Select Skills and Qualifications: Mr. Ludwig’s qualifications to serve on our Board include his executive leadership experience, specifically his service as a director and executive of a public medical technology company, along with his extensive expertise in business strategy, finance, management and manufacturing. | |

  14. Director Nominees

    | 14 | 2025 Proxy Statement |

  15. Director Nominees

    | Michael F. Mahoney CEO, Chairman of the Board | | Age: 60 | | President and Chief Executive Officer, Boston Scientific Corporation Director since: November 2012; Chairman since May 2016 | Experience Highlights: Michael F. Mahoney joined the Company as our President in October 2011 and became our President, Chief Executive Officer and a Director in November 2012. Mr. Mahoney became our Chairman of the Board in May 2016. Prior to joining the Company, he was Worldwide Chairman of the Medical Devices and Diagnostics division of Johnson & Johnson from January 2011 to September 2011, overseeing 50,000 employees and seven franchises. Prior to assuming this position, Mr. Mahoney served as Worldwide Group Chairman of Johnson & Johnson’s DePuy franchise, an orthopedics and neurosciences business, from April 2007 through January 2011. From January 2001 through March 2007, Mr. Mahoney served as President and Chief Executive Officer of Global Healthcare Exchange, a provider of supply chain solutions and services that brings together hospitals, manufacturers, distributors and group purchasing organizations. From 2015 to 2023, Mr. Mahoney served as a member of the board of directors of Baxter International Inc., a multinational health care company, and is currently a director of CVS Health Corporation. Mr. Mahoney began his career at General Electric Medical Systems, where he spent 12 years, culminating in the role of General Manager of the Healthcare Information Technology business. Mr. Mahoney also serves on the board of the Boys & Girls Club of Boston, is the Chair of the board of governors of Boston College CEO Club, and a member of the American Heart Association CEO roundtable. Mr. Mahoney received an MBA from Wake Forest University and a BA in finance from the University of Iowa. Select Skills and Qualifications: In addition to serving as our President and Chief Executive Officer, Mr. Mahoney’s qualifications to serve on our Board, include his management experience leading complex global organizations in medical device and other healthcare-related businesses, expertise in building strong leadership teams, developing international markets, and a proven ability to execute successful business strategies and drive operational excellence. | |

  16. Director Nominees

    | 2025 Proxy Statement | 15 |

  17. Director Nominees

    | Jessica L. Mega, M.D. Independent | | Age: 50 | | Co-Founder and Former Chief Medical and Scientific Officer, Verily Life Sciences, LLC Director since: June 2023 Board Committees: Executive Compensation and Human Resources Risk | Experience Highlights: Dr. Mega is a leader at the intersection of technology, life sciences and healthcare. She co-founded Verily Life Sciences, LLC, a subsidiary of Alphabet Inc. focused on life sciences and healthcare, and served as Chief Medical and Scientific Officer from 2015 to January 2023. At Verily, Dr. Mega oversaw Verily’s clinical and science efforts, focusing on translating technological innovations and scientific insights into partnerships and programs that improve patient outcomes. Prior to Verily, she served as a Cardiologist and Senior Investigator at Brigham and Women’s Hospital from 2008 to 2015. Dr. Mega has also served as a faculty member at Harvard Medical School and with the TIMI Study Group, where she led large-scale international clinical trials evaluating novel cardiovascular therapies and directed the genetics program. Dr. Mega is currently a director of Danaher Corporation and is on the Board of Advisors at the Duke-Margolis Center for Health Policy, Stanford’s Center for Digital Health and Research!America. Dr. Mega received an MD from Yale University School of Medicine, an MPH from Harvard School of Public Health and a BA from Stanford University. Select Skills and Qualifications: Dr. Mega’s qualifications to serve on the Board include her clinical background and executive experience in life sciences, technology, and global business strategy, specifically her service as a director and executive and her background in academia and public policy. | |

  18. Director Nominees

    | Susan E. Morano Independent | | Age: 60 | | Former Vice President Business Development and Strategic Operations, Johnson & Johnson Medtech Director since: June 2023 Board Committees: Audit (Financial Expert) Nominating and Governance | Experience Highlights: Ms. Morano is the former Vice President Business Development and Strategic Operations, Johnson & Johnson Medtech, having served in that position from 2020 through February 2023. Prior to this role, she served as Vice President Business Development, Johnson & Johnson Medical Devices, beginning in 2012, with responsibility for licensing, acquisitions and divestitures for its Medical Devices Group. In addition, during her time at Johnson & Johnson, Ms. Morano held a number of positions with increasing responsibility through six operating companies, primarily within Finance and Business Development, and is a former member of its MedTech Leadership Team. Ms. Morano received an MBA from Columbia University and a BA from Villanova University. Select Skills and Qualifications: Ms. Morano’s qualifications to serve on the Board include her executive experience in the medtech industry, specifically extensive experience in global mergers and acquisitions, management and business strategy, in addition to her financial expertise. | |

  19. Director Nominees

    | 16 | 2025 Proxy Statement |

  20. Director Nominees

    | Cheryl Pegus Independent | | Age: 61 | | Former Partner, Morgan Health Director since: May 2024 Board Committees: Executive Compensation and Human Resources Risk | Experience Highlights: Dr. Pegus recently served as a partner at Morgan Health, where, from November 2022 to May 2024, she supported the organization’s strategic investments and broader efforts to improve the quality and affordability of employer-sponsored health care. Dr. Pegus is president of Caluent, LLC, a healthcare analytics and advisory company she has owned since 2012. Dr. Pegus previously served as executive vice president of Health & Wellness for Walmart from December 2020 through March 2023, where she led the company’s health care businesses and served as a senior advisor. Prior to that, Dr. Pegus served as chief medical officer and president of Consumer Health Solutions for Cambia Health Solutions from September 2018 to December 2020. Dr. Pegus also served as the first chief medical officer of Walgreens from 2010 to 2013, and from 2007 to 2010, as general manager and chief medical officer of SymCare Personalized Health Solutions, Inc., a diabetes-focused division of Johnson & Johnson. Prior to that, Dr. Pegus served as a medical director at Aetna and Pfizer. She began her career in private practice as a cardiologist. Dr. Pegus is currently a member of the board of directors of Concentra, a provider of occupational health services. Dr. Pegus is co-founder of A New Beat, an organization focused on advancing cardiovascular health and supporting the career growth of emerging leaders in the field of cardiology, and currently serves on the boards of private organizations, including the American Heart Association. Dr. Pegus previously served as a director of several public companies, including Phreesia, Inc., Tactile Systems Technology, Inc. and Cogentix Medical, Inc. Dr. Pegus received an MD from Weill Cornell Medical College, an MPH from Columbia University Mailman School of Public Health, and a BA from Brandeis University. Select Skills and Qualifications: Dr. Pegus’s qualifications to serve on the Board include her executive leadership experience in healthcare, extensive expertise in public health policy, clinical care and business strategy, along with a proven track record of advancing healthcare quality and affordability across diverse organizations. | |

  21. Director Nominees

    | 2025 Proxy Statement | 17 |

  22. Director Nominees

    | John E. Sununu Independent | | Age: 60 | | Former United States Senator from New Hampshire Director since: April 2009 Board Committees: Nominating and Governance (Chair) Audit (Financial Expert) | Experience Highlights: Senator Sununu served as a U.S. Senator from New Hampshire from 2003 to 2009. He was a member of the Committees on Banking, Commerce, Finance and Foreign Relations, and he was appointed the Congressional Representative to the United Nations General Assembly. Before his election to the Senate, Senator Sununu served three terms as a member of the U.S. House of Representatives from New Hampshire’s 1st District from 1996 to 2002, where he was Vice Chairman of the Budget Committee and a member of the Appropriations Committee. During his twelve years in Congress, he drafted and helped pass several important pieces of legislation, including the Internet Tax Freedom Act, the Survivors Benefit Act and the New England Wilderness Act. Prior to serving in Congress, Senator Sununu served as Chief Financial Officer for Teletrol Systems, a manufacturer of building control systems. Senator Sununu formerly served as a Council Member of Lloyds of London and as a director of Time Warner Cable Inc. and several private and charitable entities. Senator Sununu is a director of BlueRiver Acquisition Corp. Senator Sununu received an MBA from Harvard University and an MS and a BA in mechanical engineering from Massachusetts Institute of Technology. Select Skills and Qualifications: Senator Sununu complements our Board with his experience in government and corporate leadership. Senator Sununu provides important insights on government relations, public policy and other matters relevant to our Company due to his extensive experience in both the public and private industry sectors. | |

  23. Director Nominees

    | 18 | 2025 Proxy Statement |

  24. Director Nominees

    | David S. Wichmann Independent | | Age: 62 | | Former CEO, UnitedHealth Group Incorporated Director since: June 2021 Board Committees: Audit (Chair, Financial Expert) Risk | Experience Highlights: Mr. Wichmann is the Co-Founder of Jory Capital and former Chief Executive Officer of UnitedHealth Group Incorporated, having served in that position from September 2017 through March 2021. Prior to this role, he served as President, UnitedHealth Group, beginning in November 2014, with oversight responsibility for all of UnitedHealthcare’s domestic and international businesses, and for overall UnitedHealth Group performance, and as Chief Financial Officer of the UnitedHealth Group from 2011 until 2016. In addition, during his time at UnitedHealth Group, he held positions as President, UnitedHealthcare; President and Chief Executive Officer, Specialized Care Services (now OptumHealth); and Senior Vice President, Corporate Development. Prior to joining UnitedHealth Group, Mr. Wichmann was a partner at Arthur Andersen & Co. and Chief Financial Officer of Advanced Machine Company. He is currently a director of Privia Health Group, Inc. and serves on the boards of certain privately held companies where Jory Capital currently maintains an investment. Mr. Wichmann previously served on the board of directors of UnitedHealth Group Incorporated and Tennant Company. Mr. Wichmann received a BS in accounting from Illinois State University. Select Skills and Qualifications: Mr. Wichmann’s qualifications to serve on our Board include his executive experience in the healthcare industry as the chief executive officer of a large public health and well-being company and a current and former board member of other public companies, as well as his financial expertise and background in business strategy, operations, manufacturing, technology and environmental, health, safety and sustainability matters. | |

  25. Director Nominees

    | 2025 Proxy Statement | 19 |

  26. Director Nominees

    | Ellen M. Zane Independent | | Age: 73 | | CEO Emeritus, Tufts Medical Center Director since: April 2016 Board Committees: Executive Compensation and Human Resources (Chair) Nominating and Governance | Experience Highlights: Ms. Zane is CEO Emeritus at Tufts Medical Center and Founding Chair at Tufts Medicine. Ms. Zane previously served as President and Chief Executive Officer of Tufts Medical Center from 2004 to 2011 when she retired from this role. Prior to this, Ms. Zane served as Network President for Mass General Brigham (formerly Partners Healthcare System), a physician/hospital network sponsored by the Harvard-affiliated Massachusetts General Hospital and Brigham and Women’s Hospital. Ms. Zane also previously served as Chief Executive Officer of Quincy Hospital in Quincy, Massachusetts. Ms. Zane currently is a director of Savista, a Georgia-based private company involved with healthcare revenue cycle management; Fiduciary Trust Company, a privately owned wealth management company; and AgNovos Healthcare, LLC, a privately held medical device company, focused on bone health. Ms. Zane is currently a director of Haemonetics Corporation and Synchrony Financial and previously served as a director of Azenta, Inc., Century Capital Management, Parexel International Corporation, Lincare Holdings Inc. and Press Ganey Holdings. Ms. Zane has received Honorary Degrees from Curry College, Stonehill College, Bentley University and University of Massachusetts-Dartmouth. Ms. Zane received an MA in audiology and speech-language pathology from Catholic University of America and a BA from George Washington University. Select Skills and Qualifications: Ms. Zane’s qualifications to serve on our Board include her executive experience in the healthcare industry, specifically as the chief executive officer of a large urban academic (teaching and research) medical center, in addition to her experience as a director at several other public companies. | |

  27. Director Nominees

    | 20 | 2025 Proxy Statement |

  28. Elements and Level of Director Compensation

    Elements and Level of Director Compensation The Compensation Committee evaluates the appropriate level and form of compensation for non-employee directors at least annually and recommends changes to our Board when appropriate. Non-employee directors receive a combination of cash and equity compensation for their service on our Board. To determine the level of compensation for 2024, the Compensation Committee relied on the consulting services of Semler Brossy, as well as publicly available data describing director compensation in our peer group companies, to establish an appropriate and competitive level of compensation. The Compensation Committee generally aims to provide a level of compensation that is competitive with the median of peer and other similar companies. The Compensation Committee also took into consideration the significant amount of time and dedication required by our directors to fulfill their duties on our Board and Board committees as well as the need to continue to attract highly qualified candidates to serve on our Board. Our non-employee director compensation is set forth below.

  29. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid or earned by our non-employee directors for the year ended December 31, 2024.

  30. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2)(3) | Stock Awards ($)(2)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | Total ($) | | Nelda J. Connors(6) | 43,333 | — | 2,687 | 46,020 | | Charles J. Dockendorff | 121,667 | 215,000 | — | 336,667 | | Yoshiaki Fujimori | 136,667 | 215,000 | — | 351,667 | | David C. Habiger(7) | 53,082 | 162,000 | — | 215,082 | | Edward J. Ludwig | 161,667 | 215,000 | — | 376,667 | | Jessica L. Mega | 121,352 | 215,000 | — | 336,352 | | Susan E. Morano | 121,352 | 215,000 | — | 336,352 | | Cheryl Pegus(8) | 81,507 | 211,000 | — | 292,507 | | David J. Roux(6) | 38,333 | — | — | 38,333 | | John E. Sununu | 141,667 | 215,000 | — | 356,667 | | David S. Wichmann | 146,667 | 215,000 | — | 361,667 | | Ellen M. Zane | 141,667 | 215,000 | — | 356,667 |

  31. Director Compensation Table

    (1)Mr. Mahoney, the Chairman of our Board, President and Chief Executive Officer, is not included in this table because Mr. Mahoney did not receive any compensation for his services as a director in 2024. His compensation as an executive of the Company is discussed in the Compensation Discussion & Analysis and Executive Compensation sections of this Proxy Statement. (2)The “Stock Awards” column and, to the extent a director received equity in lieu of cash compensation, the “Fees Earned or “Paid in Cash” column, present the grant date fair values of each director’s equity award computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation. For a description of the assumptions used for purposes of determining grant date fair value, please see Note K—Stock Incentive and Purchase Plans to our consolidated financial statements included in Item 8 — Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2024. The grant date fair value of the Stock Awards referred to herein and the equity received in lieu of cash compensation set forth in footnote (3) below, are each rounded to the nearest thousand. (3)For the term beginning after the 2024 Annual Meeting of Stockholders, Ms. Morano elected to receive 50% of her cash compensation as equity, divided evenly between restricted stock, which will vest on the day of the Annual Meeting, and deferred restricted stock, which will vest on the day of the Annual meeting and be released upon separation from the Board. Ms. Pegus elected to receive 25% of her cash compensation as equity in the form of deferred restricted stock units prorated for the time period from her appointment to the Board in June 2024 to the date of the Annual Meeting when the deferred restricted stock units will vest and be released upon separation from the Board. Mr. Habiger elected to receive 100% of his cash compensation as equity in the form of restricted stock prorated for the time period from his appointment to the Board in July 2024 to the date of the Annual Meeting when the restricted stock will vest. Information about the equity grants described in this footnote are included in the following table.

  32. Director Compensation Table

    | Name | Equity Award Type | Grant Date | Number of Units (#) | Grant Date Fair Value ($) | Vesting Date | | Susan E. Morano | Restricted Stock | May 9, 2024 | 421 | 31,000 | May 1, 2025 | | | Deferred Restricted Stock Unit | May 9, 2024 | 421 | 31,000 | May 1, 2025 | | Cheryl Pegus | Deferred Restricted Stock Unit | June 3, 2024 | 407 | 31,000 | May 1, 2025 | | David C. Habiger | Restricted Stock | August 1, 2024 | 1,252 | 94,000 | May 1, 2025 |

  33. Director Compensation Table

    (4)Each non-employee director elected at our 2024 Annual Meeting of Stockholders was granted an equity award with a value of $215,000. For each director who elected to receive a restricted stock award, the restricted stock award vests on the date of the annual meeting of stockholders immediately following the date of grant, subject to the director’s continued service during such term. For each director who elected to receive deferred restricted stock units, the deferred restricted stock units vest on the date of the annual meeting of stockholders immediately following the date of grant, subject to continued service during such term, and vested shares of stock will be issued to the director upon his or her separation from Board service in accordance with the Non-Employee Director Deferred Compensation Plan. The awards to Dr. Pegus and Mr. Habiger represent the annual equity

  34. Director Compensation Table

    | 2025 Proxy Statement | 37 |

  35. Director Compensation Table

    award for the 2024 term prorated for the period from the effective date of each of their appointments to the date of the Annual Meeting. The following table reports annual equity awards granted to our non-employee directors during 2024:

  36. Director Compensation Table

    | Name | Equity Award-Type | Grant Date | Number of Shares/Units (#) | Grant Date Fair Value ($) | Vesting Date | | Charles J. Dockendorff | Restricted Stock | May 9, 2024 | 2,901 | 215,000 | May 1, 2025 | | Yoshiaki Fujimori | Restricted Stock | May 9, 2024 | 2,901 | 215,000 | May 1, 2025 | | David C. Habiger | Restricted Stock | August 1, 2024 | 2,155 | 162,000 | May 1, 2025 | | Edward J. Ludwig | Restricted Stock | May 9, 2024 | 2,901 | 215,000 | May 1, 2025 | | Jessica L. Mega | Restricted Stock | May 9, 2024 | 2,901 | 215,000 | May 1, 2025 | | Susan E. Morano | Restricted Stock | May 9, 2024 | 1,450 | 107,000 | May 1, 2025 | | | Deferred Restricted Stock Units | May 9, 2024 | 1,450 | 107,000 | May 1, 2025 | | Cheryl Pegus | Deferred Restricted Stock Units | June 3, 2024 | 2,800 | 211,000 | May 1, 2025 | | John E. Sununu | Restricted Stock | May 9, 2024 | 2,901 | 215,000 | May 1, 2025 | | David S. Wichmann | Restricted Stock | May 9, 2024 | 2,901 | 215,000 | May 1, 2025 | | Ellen M. Zane | Restricted Stock | May 9, 2024 | 2,901 | 215,000 | May 1, 2025 |

  37. Director Compensation Table

    The following table reports the outstanding Restricted Stock and Deferred Restricted Stock Units held by our non-employee directors on December 31, 2024:

  38. Director Compensation Table

    | Name | Outstanding Restricted Stock | Outstanding Deferred Restricted Stock Units | | Charles J. Dockendorff | 2,901 | — | | Yoshiaki Fujimori | 2,901 | 36,697 | | Edward J. Ludwig | 2,901 | 44,366 | | David C. Habiger | 3,407 | — | | Jessica L. Mega | 2,901 | — | | Susan E. Morano | 1,871 | 3,953 | | Cheryl Pegus | — | 3,207 | | John E. Sununu | 2,901 | 81,757 | | David S. Wichmann | 2,901 | 6,389 | | Ellen M. Zane | 2,901 | — |

  39. Director Compensation Table

    For more information on the beneficial ownership of our shares by our directors, please see Certain Beneficial Ownership Matters on page 42. (5)The amounts in this column represent the “above-market” portion of 2024 earnings under the interest crediting investment option available under the Non-Employee Director Deferred Compensation Plan. The interest rate used under the plan each year is the Moody’s Composite Yield on Seasoned Corporate Bonds for the month of September of the preceding year. For 2024, the interest rate used under the plan was 5.73%, the Moody’s rate in September 2023. Under SEC rules, interest on non-qualified deferred compensation is considered “above-market” if the interest rate exceeds 120% of the federal long-term interest rate, with compounding at the rate that corresponds most closely to the rate under the plan, at the time the interest rate or formula is set. For 2024, 120% of the applicable federal long-term interest rate was 5.04%. (6)Ms. Connors and Mr. Roux did not stand for reelection to our Board at our May 2, 2024 Annual Meeting of Stockholders when their term ended. (7)Mr. Habiger joined our Board in July 2024, and compensation for his service during the term reflects proration from the effective date of his appointment until the date of the next annual meeting. (8)Dr. Pegus joined our Board in May 2024, and compensation for her service during the term reflects proration from the effective date of her appointment until the date of the next annual meeting.

  40. Director Compensation Table

    | 38 | 2025 Proxy Statement |

  41. Director Compensation Table

    Below we provide biographical information for each of our Executive Officers other than Mr. Mahoney, whose biographical information is presented in Proposal 1: Election of Directors on page 15.

  42. Director Compensation Table

    | Daniel J. Brennan Executive Vice President and Chief Financial Officer | Mr. Brennan, age 59, is our Executive Vice President and Chief Financial Officer, a position he has held since January 2014. In this role, he leads several Company functions, including Global Controllership, Global Internal Audit, Corporate Finance, Treasury, Corporate Tax, Investor Relations, and Corporate Business Development. Since joining the Company in 1996, he has held roles of increasing responsibility, including Senior Vice President and Corporate Controller (2010 to 2014); VP Assistant Corporate Controller (2009); VP of Finance for Worldwide Financial and Strategic Planning (2008), Investor Relations (2006 to 2007), International Finance (2005 to 2006) and Cardiology (2001 to 2005); Group Controller of the Non-Vascular Business (1999 to 2020); and Controller of the Meditech Vascular business (1996 to 1999). He is the Co-Chair of our Global Council for Inclusion and currently is a director of Waters Corporation (since 2022), a publicly-traded analytical laboratory instrument and software company, and a former board member of Nuance Communications and Overseers of Babson College (2018-2022). Mr. Brennan received an MBA and BS degree in finance and investments from Babson College and is also a certified public accountant. |

  43. Director Compensation Table

    | Vance R. Brown Senior Vice President, General Counsel, Corporate Secretary | Mr. Brown, age 55, is our Senior Vice President, General Counsel and Corporate Secretary, a position he has held since June 2021. In this role, he provides global legal leadership across all of our businesses, regions and functions and oversees the Company’s global compliance function. Since joining the Company in 2001, Mr. Brown has served in a variety of legal and compliance roles of increasing responsibility, including VP, Chief Corporate Counsel and Assistant Secretary from 2010 to 2021, leading and overseeing our international legal teams and various corporate legal functions, including mergers and acquisitions, venture capital, corporate governance and securities. Mr. Brown is a member of our Global Council for Inclusion. Before joining the Company, he was an attorney with Skadden, Arps, Slate, Meagher and Flom. He received a JD from Harvard Law School and a BA from University of Western Ontario. |

  44. Director Compensation Table

    | Arthur C. Butcher Executive Vice President and Group President, MedSurg and Asia Pacific | Mr. Butcher, age 54, is our Executive Vice President and Group President, MedSurg and Asia Pacific, a position he has held since May 2022. In this role, he oversees Asia Pacific, as well as our Urology, Endoscopy and Neuromodulation businesses. Since joining the Company in 1997, Mr. Butcher has held management roles of increasing responsibility and has deep experience across the Company’s divisions, including Executive Vice President and President, Asia Pacific (2020 to 2022), responsible for commercialization of our full product portfolio across all divisions in the Asia Pacific region; Senior Vice President and President, Endoscopy (2016 to 2020), responsible for developing and bringing to market less invasive devices for treating gastrointestinal and pulmonary conditions; VP & General Manager, Japan Endoscopy (2014 to 2016); VP of Global Marketing, Endoscopy Division (2011 to 2014); and VP of Marketing and New Business Development, Urology & Women’s Health (2008 to 2009) and VP of Business Development and Strategic Planning, Urology & Women’s Health (2006 to 2008), responsible for leading marketing, strategic planning, and management initiatives within the Endoscopy and Urology businesses. Mr. Butcher is a member of the board of directors of STAAR Surgical Company (since 2024), a public medical device company specializing in implantable lenses, Acotec Scientific Holdings Limited (since 2022), a publicly traded Chinese medical device company, and a member of our Global Council for Inclusion. He received an MBA from Columbia University and a BA in international relations from the University of Pennsylvania. |

  45. Director Compensation Table

    | 2025 Proxy Statement | 39 |

  46. Director Compensation Table

    | Joseph M. Fitzgerald Executive Vice President and Group President, Cardiology | Mr. Fitzgerald, age 61, is our Executive Vice President and Group President, Cardiology, a position he has held since May 2022. In this role, he oversees development and commercialization of rhythm management technologies and innovative solutions that diagnose and treat coronary artery disease and structural heart disorders. Since joining the Company in 1990 as a sales representative, Mr. Fitzgerald has held a variety of management positions in our Neurovascular and Peripheral Interventions businesses, which included numerous regional and divisional sales management assignments up to and including his roles as VP, Global Marketing for the Neurovascular business and VP of U.S. sales for the Neurovascular business. During this time he served as Executive Vice President and President, Cardiology (January 2022 to April 2022), Executive Vice President and President, Interventional Cardiology (June 2020 to January 2022), Executive Vice President and President, Rhythm Management Group (2014 to 2020), Senior Vice President and President, Cardiac Rhythm Management (2011 to 2014), Senior Vice President and President, Endovascular (2008 to 2011) and President and General Manager of Peripheral Interventions and President of Electrophysiology (2005-2008) and Vice President, Marketing & Sales - Neurovascular Division (1998-2005). Mr. Fitzgerald is a member of our Global Council for Inclusion and is executive sponsor of our EmpowHER employee resource group. He received an MBA from Southern Illinois University with a concentration in marketing and finance and a BS in business from Indiana University. |

  47. Director Compensation Table

    | Jeffrey B. Mirviss Executive Vice President and President, Peripheral Interventions | Mr. Mirviss, age 59, is our Executive Vice President and President, Peripheral Interventions, a position he has held since February 2020. In this role, he oversees development and commercialization of innovative solutions for treating patients with arterial and venous system blockages and cancer, as well as our Latin America, Canada, and Government Affairs teams. Since joining the Company in 1997 and with years of experience in medical device and pharmaceutical general management, marketing and sales, Mr. Mirviss has served as our Senior Vice President and President, Peripheral Interventions (2013 to 2020) President, Peripheral Interventions (2011 to 2013) VP, Group Global Marketing, Cardiology, Rhythm and Vascular (2010 to 2011) and VP, Global Cardiology Marketing (2008 to 2010). Mr. Mirviss is a member of our Global Council for Inclusion and is the executive sponsor of our BRIDGE employee resource group. He received an MBA from the University of St. Thomas and a BA from the University of Minnesota. |

  48. Director Compensation Table

    | 40 | 2025 Proxy Statement |

  49. Director Compensation Table

    | Miriam O’Sullivan Senior Vice President, Chief Human Resources Officer | Ms. O’Sullivan, age 44, is our Senior Vice President, Chief Human Resources Officer, a position she has held since January 1, 2025. In this role, she oversees the Company’s human resources activities globally, including Human Resources Operations and Services, Total Rewards, Talent Management, and Global Inclusion and Engagement. Since joining the Company in 2012 as director of Human Resources for our manufacturing site in Cork, Ireland, she has held a variety of human resource roles of increasing responsibility, including Group Vice President of Human Resources, Cardiology (2021 to 2025), leading our Cardiology businesses, which include Interventional Cardiology Therapies, Cardiac Rhythm Management and Diagnostics, WATCHMAN, and Electrophysiology, and VP of Human Resources, Interventional Cardiology (2019 to 2021), and after moving to Massachusetts to support our Global Supply Chain organization, VP of Human Resources, Global Operations (2017 to 2018). Ms. O’Sullivan started her career as an employer representative for Irish businesses with an Irish-based company, IBEC, after which she moved to UCB Pharma, a Belgian pharmaceutical company as director, Human Resources, supporting their Irish & UK business. Ms. O’Sullivan serves as co-chair of our Global Council for Inclusion. She received a bachelor of business studies (BBS) with French from the University of Limerick, Ireland, and a Certificate in Employment Law from the National College of Ireland. |

  50. Director Compensation Table

    | John Bradley Sorenson Executive Vice President, Global Operations | Mr. Sorenson, age 57, is our Executive Vice President, Global Operations, a position he has held since May 2022. In this role, he oversees Global Supply Chain, Quality and Regulatory Affairs, Global Enterprise Excellence, Information Technology, Security, Corporate Research and Development, Aviation, Global Facilities, Real Estate and Environmental Health and Safety. Since joining the Company in 1996, Mr. Sorenson has supported the Cardiac Rhythm Management, Neuromodulation, Interventional Cardiology, Peripheral Interventions and Structural Heart businesses in a variety of operations positions, and, most recently, served as Senior Vice President, Manufacturing and Supply, later changed to Senior Vice President, Global Supply Chain (2014 to 2022), responsible for global manufacturing and distribution of our products. He is a member of our Global Council for Inclusion and serves as the executive sponsor for our Young Professionals Network employee resource group. Mr. Sorenson received an MBA from the University of Minnesota and a BA in Economics from Gustavus Adolphus College. |

  51. Director Compensation Table

    | 2025 Proxy Statement | 41 |

  52. Pay for Performance

    2024 Annual Bonus Plan: Pursuant to our 2024 Annual Bonus Plan (ABP), a single company-wide Applicable Distribution Percentage, which is determined by the Company’s performance measured against Company financial metrics of Adjusted Net Sales, Adjusted Earnings Per Share (Adjusted EPS) and Adjusted Operating Income Margin (Adjusted OIM)(1), each as calculated in accordance with the 2024 ABP, is utilized to determine the final payout for each applicable employee, including our executive officers. The Applicable Distribution Percentage may be further modified based on the Company’s performance against Environmental, Social and Governance (ESG) and quality goals. In the 2024 ABP, we included Adjusted OIM as a financial performance metric to help drive the Company’s continued focus on adjusted operating margin expansion, and shifted the ESG scorecard to a modifier, whereby the distribution percentage amount may be increased or decreased based on the Company’s performance towards ESG goals. Additionally, in February 2025, the 2024 ABP was amended to clarify the plan’s funding methodology and update certain terminology to reflect a single company-wide funding approach, including use of the Applicable Distribution Percentage to represent the portion of each annual bonus award that is funded based on the Company’s performance against defined metrics. No changes were made to the formula for determining individual bonus awards. Refer to Short-Term Incentives on page 57 for further information on our 2024 ABP.

  53. Pay for Performance

    (1)Adjusted Net Sales, Adjusted EPS and Adjusted OIM, each as calculated in accordance with the 2024 ABP, are not prepared in accordance with generally accepted accounting principles in the United States (GAAP). For a reconciliation of the non-GAAP financial measures discussed herein to the most directly comparable GAAP financial measures and insight into how these non-GAAP financial measures are considered by management, please see Annex A to this Proxy Statement. 2024 Long-Term Incentives: Fifty percent (50%) of our 2024 long-term incentive awards granted to our executive officers was in the form of performance-based RSUs pursuant to our 2024 Organic Net Sales Growth Performance Share Program (ONSG PSP) and 2024 relative Total Shareholder Return Performance Share Program (rTSR PSP). The structures of each of the 2024 ONSG PSP and rTSR PSP were unchanged from the 2023 programs, as further discussed below in Long-Term Incentives on page 62.

  54. Pay for Performance

    | Performance Share Programs | | | 2024 ONSG PSP | The ONSG PSP compares our organic net sales growth performance over a three-year period against our financial plan, providing incentives for the achievement of a key business performance objective critical to the Company’s success. | | 2024 rTSR PSP | The rTSR PSP is substantially similar to the 2023 rTSR PSP, and is a measure of the long-term success of our business and strategy relative to the S&P 500 Health Care Index and helps to further align executive compensation and stockholder value. |

  55. Summary Compensation Table CEO Total Direct Compensation versus 3-Year TSR(1)(2)

    Summary Compensation Table CEO Total Direct Compensation versus 3-Year TSR(1)(2) (1)Amounts in the 2022, 2023 and 2024 columns were calculated as follows: •the values of the annual equity awards granted on February 16, 2022, February 14, 2023 and February 12, 2024 were determined in accordance with FASB ASC Topic 718, as described in the footnotes to the Summary Compensation Table beginning on page 72; •the actual ABP award for 2022, 2023 and 2024; and •the annual base salary earned in 2022, 2023 and 2024. (2)TSR represents cumulative TSR on a fixed investment of $100 in our common stock for the period beginning on the last trading day of 2021 through the end of the applicable year and is calculated assuming the reinvestment of dividends. The following chart shows the value of the primary elements of TDC, consisting of base salary and annual short- and long- term incentives, for our CEO in 2024 (i) at “target” opportunity as considered by our Compensation Committee; (ii) as disclosed in our Summary Compensation Table on page 72; and (iii) as “realizable” at December 31, 2024. These values were calculated using the 2024 base salary, annual equity incentives and ABP award amounts for our CEO as set forth in the table following this chart.

  56. 2024 CEO Compensation Target vs. Summary Compensation Table vs. Realizable ($ in 000s)

    | | Valuation of Compensation Component | | | | | Base Salary | Annual Bonus Plan Award | Long-Term Incentives | | Target | Annual base salary approved in February 2024 | Target 2024 ABP Award | Annual equity awards granted on February 12, 2024, with (a) stock options valued in accordance with FASB ASC Topic 718 and (b) service-based restricted stock units (RSUs) and performance-based RSUs valued at target (the number of units and target units awarded multiplied by the closing price of our common stock on the date of grant). | | Summary Compensation Table | Annual base salary earned in 2024 | Actual 2024 ABP Award | Annual equity awards granted on February 12, 2024, with the value of each award determined in accordance with FASB ASC Topic 718. | | Realizable | Annual base salary earned in 2024 | Actual 2024 ABP Award | Annual equity awards granted on February 12, 2024, with: (a) stock options valued at their intrinsic value (number of options awarded multiplied by the closing price of our common stock on the last trading day of 2024 less the exercise price of such options); (b) service-based RSUs valued using the number of units awarded multiplied by the closing price of our common stock on the last trading day of 2024; (c) rTSR performance-based RSUs valued using 200% of the target rTSR performance-based RSUs due to the Company’s rTSR rank being 98th percentile (200% of the target number of units multiplied by the closing price of our common stock on the last trading day of 2024); and (d) ONSG performance-based RSUs valued using 200% due to 2024 performance being between target and maximum (200% of the target number of units multiplied by the closing price of our common stock on the last trading day of 2024). |

  57. 2024 CEO Compensation Target vs. Summary Compensation Table vs. Realizable ($ in 000s)

    The difference in value of the long-term incentive compensation portion of our CEO’s TDC reflected in the “Realizable,” “Target,” and “Summary Compensation Table” columns is primarily due to three factors: •the increase in our common stock’s closing price on the last trading day of fiscal 2024 ($89.32) compared to its closing price on February 12, 2024 ($64.99), the grant date for the 2024 annual equity awards; •the rTSR performance-based RSUs granted in 2024 tracking at 200% of target as of December 31, 2024 due to the Company’s 98th percentile rTSR rank; and •the ONSG performance-based RSUs granted in 2024 tracking at 200% of target as of December 31, 2024 due to 2024 performance being between target and maximum. This demonstrates the relationship between CEO pay and the achievement of performance criteria, and, therefore, the linkage between our executive compensation program and the long-term interests of our stockholders. The long-term incentive portion of the CEO’s compensation will remain “at-risk” and the value will vary until the completion of the vesting periods or until the exercise date for each of the equity awards. The chart on the following page demonstrates the relationship between the CEO pay and the Company’s performance, and provides a longer-term view of our CEO’s realizable pay, which is a measure of the value that might be earned by Mr. Mahoney based on performance as of a given date. Realizable pay is calculated in accordance with the methodology described in the Valuation of Compensation Component table above, for each of the years in question, except that equity awards are valued at December 31 of each respective year, rather than December 31, 2024. TSR is calculated in accordance with the methodology described in the 2024 Relative Total Shareholder Return Performance Share Program section of this Proxy Statement and is based on $100 invested on December 31, 2020.

  58. A Significant Portion of Our NEOs’ 2024 Target TDC is At-Risk, Performance-Based Compensation

    A Significant Portion of Our NEOs’ 2024 Target TDC is At-Risk, Performance-Based Compensation A significant portion of our executives’ target TDC is tied to at-risk, performance-based incentive opportunities. For 2024, approximately 92.2% of the target value of the primary elements of TDC for our CEO, and approximately 83.1% of our other NEOs as a group, consisted of at-risk, performance-based incentive compensation, including both short-term (ABP award) and long-term incentives (performance- and service-based equity awards and stock options). The percentages below were calculated using the 2024 base salary, target equity values and target ABP award amounts for our NEOs as set forth in the Valuation of Compensation Component table on page 50.

  59. A Significant Portion of Our NEOs’ 2024 Target TDC is At-Risk, Performance-Based Compensation

    | | Base Salary | | Target Annual Bonus | | Target Long-Term Incentives |

  60. Executive Compensation Program Best Practices

    | Use mix of short- and long-term incentive compensation and emphasize long-term. Use mix of fixed and variable compensation, and emphasize variable, at-risk performance-based compensation. Employ a “double-trigger” (both a change in control and termination without cause or resignation for good reason) for cash payments and accelerated vesting of equity awards where the surviving or acquiring entity substitutes or assumes outstanding equity awards. Maintain stock ownership guidelines for executives and directors. | Have policies for the recovery (“clawback”) of all or a portion of certain incentive compensation awards under certain circumstances. Analyze internal pay equity and performance in formulating compensation decisions. Compare practices, levels and mix of compensation against peer group companies. Engage an independent compensation consultant reporting directly to the Compensation Committee. Assess risk of incentive compensation policies and programs. |

  61. Executive Compensation Program Best Practices

    | Do not provide income tax gross-ups (except on relocation benefits). Do not provide any excise tax gross-ups on severance or other payments in the event of a change in control. | Do not permit pledging or hedging of the economic value of our common stock by our executives or directors. Do not permit repricing of underwater stock options without stockholder approval. |

  62. Participants in the Compensation Process

    | Independent Advisor | | | Semler Brossy Advisor to the Compensation Committee | •Expert advice, research analytics, including peer group composition, trends and comparative practices, including an annual competitive assessment in executive compensation program design and non-employee director compensation. •Commentary and/or recommendations as to the foregoing. •Participation in Compensation Committee meetings. | | Management | | | Senior Vice President, Chief Human Resources Officer and Total Rewards Management Team | •Proposals for executive employment arrangements, including with respect to compensation and benefits design and pay levels. •Reporting and advising on incentive risk assessments and talent diversity and inclusion topics, including pay equity. •Expert advice, research analytics, commentary and/or recommendations as to the foregoing. •Participation in Compensation Committee meetings. | | Chief Executive Officer and other Executives | •Overview of individual performance of direct reports. •Recommendations as to compensation of direct reports. •With respect to the CEO and General Counsel, participation in Compensation Committee meetings, as needed, except for determinations of their own compensation. |

  63. Compensation Peer Group

    Compensation Peer Group Our Compensation Committee uses competitive market analysis as a decision-making reference. The Compensation Committee primarily considers executive compensation comparative data for our peer group companies to better understand trends and comparative practices, program design in the market within which we compete for top talent and competitive levels and mix of target compensation opportunities provided to our executives. Our peer group includes companies (i) operating in a comparable industry with respect to customer base and/or product offerings, such as healthcare equipment and services companies, pharmaceuticals and biotechnology and life sciences; and (ii) that, in the aggregate, approximate our size as measured by revenue and market capitalization. Each year, with the support of its independent compensation consultant, our Compensation Committee reviews the composition and appropriateness of our peer group, taking into account the size, performance and business focus of these companies relative to ours. The peer companies used to determine 2024 compensation levels are listed below. In May 2024, our Compensation Committee determined to add GE HealthCare Technologies Inc. to our peer group, which will be included in the peer group for determining fiscal year 2025 compensation levels.

  64. Compensation Peer Group

    | 54 | 2025 Proxy Statement |

  65. 2024 Peer Companies

    2024 Peer Companies

  66. 2024 Peer Companies

    | Abbott Laboratories | Edwards Lifesciences Corporation | Quest Diagnostics Incorporated | | Agilent Technologies, Inc. | Hologic, Inc. | Stryker Corporation | | Baxter International Inc. | Intuitive Surgical, Inc. | Thermo Fisher Scientific Inc. | | Becton, Dickinson and Company | Medtronic plc | Zimmer Biomet Holdings Inc. | | Danaher Corporation | | |

  67. 2024 Peer Companies

    For the 2024 peer group, median revenue was approximately $16.75 billion for the trailing four quarters ended December 31, 2024 (or the latest reported trailing four quarters for peers with a non-year end fiscal year), and median market capitalization was approximately $65.8 billion as of December 31, 2024. The Company’s revenue was $16.747 billion for the year ended December 31, 2024, placing the Company at the 50th percentile of the peer group. The Company’s market capitalization was approximately $132 billion as of December 31, 2024, placing the Company at the 64th percentile of the peer group. In establishing 2024 pay levels for our NEOs, the Compensation Committee reviewed comparative pay information for the peer group through proxy research and survey data as reported in the Equilar, Radford and Willis Towers Watson surveys. Where peer group information was unavailable, the Compensation Committee reviewed industry-specific survey data which was calibrated to include companies comparable to our size and scope of each individual’s responsibilities. The Company considers market data without regard for any particular percentile positioning. This allows us to retain flexibility to make individual decisions that reflect both market and internal considerations, including those described below in Internal Pay Equity and Other Considerations.

  68. Primary Elements of Total Direct Compensation

    | TDC Elements | Key Features | Objectives | | Base Salary | Fixed annual cash amount, paid at regular intervals | Attract and retain talented executives and provide stable source of income | | Short-Term Incentives —Annual Bonus Plan Awards | At risk, performance-based annual cash incentive opportunity •Funding of single company Applicable Distribution Percentage based on Company performance against three key financial metrics and ESG and Quality Modifiers •Actual payout based on individual performance | Align executive compensation with our business strategy, quality, and profitability objectives Focus and reward based on the achievement of important financial, operational, environmental, human capital and individual performance objectives | | Long-Term Incentives —Equity Awards | At risk, performance-based equity incentive opportunity Mix of opportunity composed of: •25% target ONSG performance-based RSUs •25% target rTSR performance-based RSUs •25% stock options •25% service-based RSUs | Focus talent/organization on important financial measures and long-term stockholder value Reward based on: •our ONSG measured against our financial plan performance for organic net sales •our TSR relative to that of other S&P 500 Health Care Index companies •our stock price and any subsequent increase |

  69. Short-Term Incentives

    Short-Term Incentives Our Compensation Committee annually reviews the design of our ABP to help ensure that the program continues to support our executive compensation philosophy and core compensation program objectives. In finalizing the design for 2024, our Compensation Committee retained many of the provisions of our 2023 ABP, which was designed to reinforce the concept of “pay for performance,” align our short-term incentives with important financial and operational measures and the long-term interests of our stockholders, and incentivize and reward individual performance. In the 2024 ABP, we included Adjusted OIM as a financial metric to help drive the Company’s continued focus on adjusted operating margin expansion, and changed the ESG scorecard to a modifier that can increase or decrease the company-wide Applicable Distribution Percentage, based on the Company’s performance towards ESG goals. The 2024 ABP further maintained a quality modifier, whereby the Compensation Committee retained discretion to reduce the Applicable Distribution Percentage based on its assessment of the Company’s performance towards quality goals. In February 2025, the Board, upon approval and recommendation by the Compensation Committee, approved an amendment to our 2024 ABP to clarify the aggregate bonus pool funding methodology. As amended, the 2024 ABP refers to an Applicable Distribution Percentage that reflects a single company-wide funding approach and represents the portion of each annual bonus award that is funded based on the Company’s performance against defined financial metrics. The Applicable Distribution Percentage funds the aggregate bonus pool by multiplying the total target annual bonuses for all plan participants by 0-150%, depending on the Company’s performance. In addition, the aggregate bonus pool also includes a dynamic bonus pool, which shall be equal to 10% or less of the total target annual bonuses for all plan participants, and helps managers better reward top performers through an Individual Performance Modifier. The amendments clarify and reinforce the Company’s commitment to pay-for-performance, ensuring all contributors are rewarded proportionally to their impact, while also maintaining a maximum ABP award of 225% of target for all employees. In 2024, due to innovation and effective execution across our global business units, the Company’s financial results exceeded the maximum financial metrics for the 2024 ABP and, as a result, achieved the maximum Applicable Distribution Percentage of 150%.

  70. Short-Term Incentives

    | 2025 Proxy Statement | 57 |

  71. Calculation of Awards Under the 2024 Annual Bonus Plan

    Calculation of Awards Under the 2024 Annual Bonus Plan The actual amount of an executive’s ABP award is ultimately determined as follows:

  72. Calculation of Awards Under the 2024 Annual Bonus Plan

    | Annual Base Salary (as of December 31) | | Target Annual Bonus (70% - 155% of Base Salary) | | Applicable Distribution Percentage (0% - 150%) | | Individual Performance Modifier (0% - 150%) | | ABP Award (0% - 225% of Target Award Opportunity) |

  73. 2024 Annual Bonus Plan Awards Earned by Our NEOs

    2024 Annual Bonus Plan Awards Earned by Our NEOs

  74. 2024 Annual Bonus Plan Awards Earned by Our NEOs

    | Name | Annual Base Salary (as of FY End)(1) | Target Annual Award As a % of Annual Base Salary | 2024 Target Award(1) | Applicable Distribution Percentage | Individual Performance Modifier | 2024 Actual ABP Award(1) | Actual Annual Award as % of Target | | Michael F. Mahoney | $1,400,000 | 155% | $2,170,000 | 150% | 115% | $3,743,000 | 173% | | Daniel J. Brennan | $850,000 | 110% | $935,000 | 150% | 105% | $1,473,000 | 158% | | Arthur C. Butcher | $715,000 | 85% | $608,000 | 150% | 105% | $957,000 | 158% | | Joseph M. Fitzgerald | $850,000 | 90% | $765,000 | 150% | 115% | $1,320,000 | 173% | | Jeffrey B. Mirviss | $685,000 | 75% | $514,000 | 150% | 100% | $771,000 | 150% |

  75. 2024 Annual Bonus Plan Awards Earned by Our NEOs

    (1)The annual base salary and 2024 Target and ABP awards are rounded to the nearest thousand.

  76. 2024 Annual Bonus Plan Awards Earned by Our NEOs

    | 2025 Proxy Statement | 61 |

  77. Long-Term Incentives

    Long-Term Incentives Our Compensation Committee annually reviews the design of our Long-Term Incentive Program (LTI Program) to help ensure that the program continues to support our executive compensation philosophy and core compensation program objectives. In setting the design for 2024, our Compensation Committee retained the mix of equity award opportunities for our executives under our prior LTI Program that were designed to further reinforce “pay for performance” and align the interests of our executives and their compensation with important Company financial measures and the long-term interests of our stockholders. The key features and objectives of each of our 2024 equity vehicles are summarized in the table below.

  78. Long-Term Incentives

    | 62 | 2025 Proxy Statement |

  79. Long-Term Incentives

    | Performance-Based RSUs (50% of total mix) 50% ONSG; 50% rTSR |

  80. Long-Term Incentives

    Performance-based RSUs are intended to complement the performance orientation of our other equity vehicles — which are linked to the appreciation of our share price — and further align the interests of our stockholders and executives. This linkage is achieved by tying vesting opportunities to the attainment of goals that are leading indicators of our financial health and ability to create substantial value for our stockholders. Both the ONSG PSP and rTSR PSP have a three-year performance period and are designed to reinforce the concept of pay for performance by providing incentives for the achievement of key long-term business performance objectives critical to the Company’s success. The Compensation Committee views ONSG and rTSR as appropriate measures of long-term success, as they promote innovation, strong capital discipline, prioritize sustainable value creation, align our executive compensation program with the interests of our stockholders and reinforce pay for performance.

  81. Long-Term Incentives

    | ONSG RSUs(1) ONSG performance-based RSUs align our executive compensation program with the interests of our stockholders by measuring a key financial objective against our internal financial plan. Performance is measured across three years, and shares vest between 0% and 200% of target based upon actual achievement of organic net sales growth rates as compared to plan organic net sales growth rates. The ONSG performance-based RSUs typically vest upon satisfaction of both performance and service criteria at the end of the three-year performance period. For 2024 ONSG RSUs, the performance schedule was as follows: | | | | •Participants earn 50% of the ONSG RSUs if our performance is at 61.8% of plan. •All shares are forfeited for performance below 61.8% of plan, and a maximum of 200% of shares are earned for achievement at or above 138.2% of plan. •Payouts are linearly interpolated between points on the payout grid. | Performance | Payout (% of Target) | | | >138.2% of plan | 200% | | | 100% of the plan | 100% | | | 61.8% of plan | 50% | | | <61.8% of plan | 0% | | rTSR RSUs(1) rTSR performance-based RSUs align our executive compensation program with the interests of our stockholders by measuring our total value creation against the S&P 500 Health Care Index, which includes the majority of our peer companies, and encourages our executives to think like owners and make long-term oriented decisions. Performance is measured across three years, and shares vest between 0% and 200% of target based upon actual achievement. The rTSR performance-based RSUs typically vest upon satisfaction of both performance and service criteria at the end of the three-year performance period. For 2024 rTSR RSUs, the performance schedule was as follows: | | | | •Participants earn 30% of the rTSR RSUs if our performance is at the 25th percentile of the index (our payout threshold value). •Participants earn 100% (the target payout) of the rTSR RSUs if our performance is at the 55th percentile of the index. •All shares are forfeited for performance below the 25th percentile, and a maximum of 200% of shares are earned for achievement at or above the 75th percentile. •Payouts are linearly interpolated between points on the payout grid. | | | | | Performance | Payout (% of Target) | | | >75th percentile | 200% | | | 55th percentile | 100% | | | 25th percentile | 30% | | | <25th percentile | 0% |

  82. Long-Term Incentives

    | 2025 Proxy Statement | 63 |

  83. Long-Term Incentives

    | Service-Vesting Equity Vehicles (50% of total mix)(1) 50% Service-Based RSUs; 50% Non-Qualified Stock Options | | Service-Based RSUs Service-based RSUs reinforce pay for performance by linking the ultimate value of the award to performance of our stock. The vesting period acts as a retention tool and promotes executives having a long-term share owner perspective. •Vest in four equal annual installments subject to continued service •Promote executive ownership and linkage to our share price | | Non-Qualified Stock Options Non-qualified stock options represent the right to purchase our common stock at an exercise price equal to the closing price of our common stock on the date of grant. As such, executives only receive value to the extent that our share price increases through the exercise period. •Vest in four equal annual installments subject to continued service •Provide value only to the extent that our share price increases •Are exercisable from the vesting date through the tenth anniversary of the grant date |

  84. Long-Term Incentives

    (1)We do not pay dividends on stock options, unvested Company performance-based RSUs or unvested Company service-based RSUs. For further discussion of the performance share programs for our Company performance-based RSUs and the equity awards granted pursuant to our long-term incentive plans, please see Narrative Disclosures to Summary Compensation Table and Grants of Plan-Based Awards Table on page 76 and Annex A to this Proxy Statement.

  85. 2024 Long-Term Incentive Awards for Our NEOs

    2024 Long-Term Incentive Awards for Our NEOs In February 2024, our Compensation Committee approved long-term equity incentive awards for our NEOs based on target dollar values as shown in the table below. In approving the following grants, the Compensation Committee considered external market data and internal factors such as equity, performance, and potential. In evaluating internal equity between the CEO and other NEOs, the Compensation Committee focused on competitive market data and the Company’s organizational structure.

  86. 2024 Long-Term Incentive Awards for Our NEOs

    | Name | Target ONSG Performance- Based RSUs(1) | | Target rTSR Performance- Based RSUs(1) | Stock Options(1) | | Service-Based RSUs(1) | | Total Long-Term Incentive Award Target Value(2) | | Michael F. Mahoney | | 54,816 | 54,816 | | 144,516 | | 54,816 | $14,250,000 | | Daniel J. Brennan | | 14,617 | 14,617 | | 38,537 | | 14,617 | $3,800,000 | | Arthur C. Butcher | | 10,770 | 10,770 | | 28,396 | | 10,770 | $2,800,000 | | Joseph M. Fitzgerald | | 13,848 | 13,848 | | 36,509 | | 13,848 | $3,600,000 | | Jeffrey B. Mirviss | | 8,462 | 8,462 | | 22,311 | | 8,462 | $2,200,000 |

  87. 2024 Long-Term Incentive Awards for Our NEOs

    (1)Our NEOs’ 2024 long-term incentive awards were granted on February 12, 2024. The stock options have an exercise price of $64.99 per share, the closing price of our common stock on the date of grant. (2)Total Long-Term Incentive Award Target Value is rounded to the nearest thousand. Mr. Mahoney’s 2024 Total Long-Term Incentive Award Target Value was meaningfully increased in recognition of his performance and to bring his compensation in line with similarly situated executives in the Company’s peer group. The number of ONSG and rTSR performance-based RSUs and service-based RSUs were calculated by dividing the target dollar value of those awards by the closing price of our common stock on the date of grant, and the numbers of stock options were determined by dividing the target dollar value of that award by the stock option value determined in accordance with FASB ASC Topic 718 Stock Compensation, as described in the footnotes to the Summary Compensation Table on page 72.

  88. 2024 Long-Term Incentive Awards for Our NEOs

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  89. Company Performance-Based RSUs — Results for Performance Period ended December 31, 2024

    Company Performance-Based RSUs — Results for Performance Period ended December 31, 2024 In February 2025, our Compensation Committee determined the number of RSUs earned pursuant to our performance-based RSUs under the 2022 rTSR PSP presented in the table below. In commitment to our pay-for-performance philosophy, 200% of shares were awarded under our 2022 rTSR PSP based on performance for the three-year period ended December 31, 2024.

  90. Company Performance-Based RSUs — Results for Performance Period ended December 31, 2024

    | Grant Year | Performance Metric | Achievement | NEO | RSUs Earned based on Achievement of Performance (#) | | 2022 | rTSR Percentile Performance Rank for the three-year period ended December 31, 2024 | 93rd percentile rank relative to other companies in the S&P 500 Health Care Index 200% of target rTSR performance-based RSUs earned | Michael J. Mahoney | 130,118 | | | | | Daniel J. Brennan | 33,944 | | | | | Arthur C. Butcher | 20,366 | | | | | Joseph M. Fitzgerald | 31,680 | | | | | Jeffery B. Mirviss | 23,760 |

  91. Our Post-Employment and Change in Control Arrangements

    Our Post-Employment and Change in Control Arrangements None of our NEOs has an employment agreement with the Company. However, we provide post-employment and change in control payments and benefits to our executives under certain circumstances. We believe that offering our executives these payments and benefits facilitates the operation of our business, allows them to better focus their time, attention and capabilities on our business and assists the Company in recruiting and retaining key executives. The primary elements of and objectives for our NEOs’ 2024 post-employment and change in control agreements are summarized below.

  92. Severance Plans

    Severance Plans We maintain severance plans for eligible employees, including our NEOs, under which participants are entitled to receive certain severance payments, subsidized COBRA health benefits and dental benefits for specified periods of time following certain qualifying terminations of employment. For further discussion of our severance plans applicable to our NEOs, please see Potential Payments Upon Termination or Change in Control — Severance Plans on page 86.

  93. Change in Control Agreements

    Change in Control Agreements We have entered into change in control agreements with our executives, including our NEOs, and other key employees (Change in Control Agreements). The possibility of a change in control and the uncertainty it may raise for our executives as to their continued employment after or in connection with a change in control may result in their departure or distraction. Our objective in providing Change in Control Agreements is to retain and encourage the continued attention and dedication of our executives during a potentially critical time, even if they are concerned their position will be eliminated after or in connection with the change in control. Our Change in Control Agreements require both a change in control and termination without cause or resignation for good reason within two years after the change in control event, commonly referred to as a “double-trigger,” for cash payments to be made under the agreement and vesting to be accelerated under the agreements for equity awards where the surviving or acquiring entity substitutes or assumes outstanding equity awards. For further discussion of our Change in Control Agreements, and other plans and arrangements under which a change in control and/or termination of employment triggers payments or benefits and potential payments to our NEOs under the foregoing, please see the narrative and tables in Potential Payments Upon Termination or Change in Control — Change in Control Agreements beginning on page 86.

  94. Clawback Policies

    Clawback Policies Our Compensation Committee adopted, effective as of November 17, 2023, the Boston Scientific Dodd-Frank Clawback Policy (the "Dodd-Frank Clawback Policy") to comply with final rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC, and the applicable NYSE listing standards. The Dodd-Frank Clawback Policy provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement. In such an event, the Company would seek to recover the amount of erroneously awarded incentive-based compensation paid to applicable executives that was in excess of the amount that would have been awarded based on the restated financial results, subject to and in accordance with the terms of the policy and applicable law. Our Compensation Committee has also adopted policies, separate from and in addition to the Dodd-Frank Clawback Policy, regarding the recovery of short-and long-term incentive compensation awards paid or granted to an executive in the event of executive misconduct or gross dereliction of duty that resulted in a material violation of Company policy and caused significant harm to the Company. In such an event, and to the extent permitted by applicable law, the Company may seek reimbursement of all or a portion of cash incentive compensation awards paid within a certain time period and/or recovery of all or a portion of equity incentive awards granted to such executive over which the Company retains control, whether subject to time or performance-based vesting conditions, subject to and in accordance with the terms of the policy. For a discussion of other recovery and forfeiture provisions relating to incentive compensation awards and other benefits provided to our executives, please see Relocation Program above, Narrative Disclosures to the Summary Compensation Table and Grants of Plan-Based Awards Table and Defined Benefit Retirement Plan on pages 66, 76 and 83. respectively.

  95. Accounting Considerations

    Accounting Considerations The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation, which requires the Company to recognize compensation expense for share-based payments (including stock options and other forms of equity compensation). FASB ASC Topic 718 is taken into account by the Compensation Committee in determining to use a portfolio approach to equity grants, awarding both stock options and restricted stock awards.

  96. Equity Award Grant Policy and Practices

    Equity Award Grant Policy and Practices Under our Equity Award Grant Policy, grants of equity awards to our executives are approved and effective as follows: •Annual equity awards (if any) for our employees, including our executives, are generally approved by our Compensation Committee at a regularly scheduled meeting, which occurs after the public release of year-end earnings. Such awards are effective on the date of approval or, for administrative reasons, shortly thereafter; •New hire, promotion, retention and other special or ad hoc awards for our executive officers are generally approved by our Compensation Committee. New hire or promotion awards for executive officers are effective on the first trading day of the month following both the date of hire or promotion and the date of approval. Retention and other special or ad hoc awards for our executive officers are effective on the first trading day of the month following approval; •Stock options are granted with an exercise price equal to the closing price of our common stock on the date of grant; and •Prior to approving any equity awards, including stock options, our Compensation Committee may consider the possible impact of any material nonpublic information on the value of such equity awards; our Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, and the Company does not time the release of material nonpublic information based on equity award grant dates.

  97. Equity Award Grant Policy and Practices

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  98. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation for each of our NEOs for the years ended December 31, 2024, 2023 and 2022. For a narrative description of material factors helpful to understand the information disclosed in the table below for 2024, please see the Compensation Discussion & Analysis section of this Proxy Statement and the narrative to this table.

  99. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($)(7) | | Michael F. Mahoney | 2024 | 1,400,000 | 12,229,998 | 3,562,493 | 3,743,250 | 291,666 | 193,394 | 21,420,801 | | Chairman of the Board, President and Chief Executive Officer | 2023 | 1,400,000 | 10,472,753 | 3,124,984 | 3,244,150 | 291,667 | 190,181 | 18,723,735 | | | 2022 | 1,395,178 | 9,924,100 | 2,874,985 | 2,278,500 | 376,667 | 92,530 | 16,941,961 | | Daniel J. Brennan | 2024 | 843,146 | 3,261,199 | 949,983 | 1,472,667 | 134,862 | 25,148 | 6,687,005 | | Executive Vice President and Chief Financial Officer | 2023 | 801,528 | 2,764,794 | 825,000 | 1,323,938 | 90,210 | 23,677 | 5,829,147 | | | 2022 | 765,959 | 2,588,909 | 749,991 | 900,240 | 225,001 | 22,106 | 5,252,206 | | Arthur C. Butcher | 2024 | 708,884 | 2,402,895 | 699,995 | 957,206 | 205,431 | 39,036 | 5,013,447 | | Executive Vice President and Group President, MedSurg and Asia Pacific | 2023 | 672,077 | 2,010,731 | 599,998 | 756,872 | 171,680 | 44,806(6f) | 4,256,164 | | | 2022 | 634,329 | 1,903,298 | 799,984 | 471,120 | 69,302 | 2,078,934(6f) | 5,956,967 | | Joseph M. Fitzgerald | 2024 | 842,360 | 3,089,627 | 899,991 | 1,319,632 | 149,877 | 34,317 | 6,335,804 | | Executive Vice President and Group President, Cardiology | 2023 | 793,560 | 2,764,794 | 825,000 | 1,016,657 | 165,136 | 27,372 | 5,592,519 | | | 2022 | 740,178 | 2,416,234 | 699,996 | 764,649 | 120,000 | 23,529 | 4,764,586 | | Jeffrey B. Mirviss | 2024 | 680,411 | 1,887,957 | 549,993 | 770,627 | 89,996 | 48,092 | 4,027,076 | | Executive Vice President and President, Peripheral Interventions | 2023 | 652,646 | 1,759,429 | 524,992 | 734,422 | 60,008 | 51,498 | 3,782,995 | | | 2022 | 631,986 | 1,812,175 | 524,989 | 482,251 | 75,000 | 35,843 | 3,562,244 |

  100. Summary Compensation Table

    (1)The amounts in this column for 2024 reflect an amount calculated by prorating the 2023 base salary in February when the salaries changed. These figures differ from those in the Compensation Discussion & Analysis for the applicable year, which lists amounts approved by the Compensation Committee for 2024. (2)The amounts included in the “Stock Awards” column represent the aggregate grant date fair value of all service-based and performance-based RSUs granted in 2022, 2023 and 2024 under our 2011 LTIP, as effective on the respective dates of grant. These values have been determined in accordance with FASB ASC Topic 718. The attainment of the performance metric for performance-based RSUs awarded to our NEOs in 2024 is based on either (i) the TSR of our common stock relative to the TSR of the common stock of the other companies in the S&P 500 Health Care Index over a three-year performance and service period or (ii) our ONSG over a three-year performance and service period, comparing actual ONSG performance against the financial plan for the period beginning on January 1, 2024 and ending on December 31, 2026. For additional information with respect to these performance-based RSUs, including the vesting schedule thereof, please see 2024 relative Total Shareholder Return Performance Share Program and 2024 Organic Net Sales Growth Performance Share Program on pages 77 and 78, respectively.

  101. Summary Compensation Table

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  102. Summary Compensation Table

    The grant date fair value of the 2024 rTSR performance-based RSUs was determined using a Monte Carlo simulation methodology, utilizing the following key assumptions:

  103. Summary Compensation Table

    | Stock price on date of grant | $64.99 | | Risk-free rate | 4.23% | | Measurement period (in years) | 2.88 |

  104. Summary Compensation Table

    The rTSR performance metric for the 2024 rTSR performance-based RSUs is a market condition as defined under FASB ASC Topic 718. Because these awards do not have performance conditions as defined under FASB ASC Topic 718, such awards have no maximum grant date fair values that differ from the fair values presented in this Summary Compensation Table. The grant date fair value of the 2024 ONSG performance-based RSUs was determined based on management’s evaluation of the Company’s financial plan for ONSG, assuming target achievement of the ONSG performance criteria and utilizing the closing price of our common stock on the date of grant. The fair value of the 2024 target ONSG performance-based RSUs at the grant date assuming achievement of the highest level of performance (as required to be disclosed by the SEC), which assumes ONSG for the period January 1, 2024 through December 31, 2024 (instead of through the end of the 2024 ONSG PSP performance period of December 31, 2026) at or above 138.2% of the financial plan, are as follows: $7,124,984 for Mr. Mahoney, $1,899,918 for Mr. Brennan, $1,399,885 for Mr. Butcher, $1,799,963 for Mr. Fitzgerald and $1,099,891 for Mr. Mirviss. We value service-based RSUs based on the closing price of shares of our common stock on the date of grant. For more information regarding the stock awards we granted in 2024, please see Grants of Plan-Based Awards Table on page 75. For a more detailed description of the assumptions used in determining grant date fair values of RSUs granted in 2024, please see Note K— Stock Incentive and Purchase Plans to our 2024 consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. (3)The amounts included in the “Option Awards” column represent the aggregate grant date fair value of all stock options granted during each of 2022, 2023 and 2024 under our 2011 LTIP, on the date of grant. These values have been determined in accordance with FASB ASC Topic 718. For a more detailed description of the assumptions used in determining grant date fair values of stock options granted in 2024, please see Note K — Stock Incentive and Purchase Plans to our 2024 consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. For more information regarding the stock option awards we granted in 2024, please see Grants of Plan-Based Awards Table on page 75. (4)Amounts in the “Non-Equity Incentive Plan Compensation” column represent cash awards made under our Annual Bonus Plan to our NEOs paid in the following year. Such amounts may be deferred under the Deferred Bonus Plan. For further information regarding the 2024 ABP Awards, please see Short-Term Incentives and Nonqualified Deferred Compensation on pages 57 and 84, respectively. (5)The amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the change in the actuarial present value of the accumulated benefit under our Executive Retirement Plan for each retirement plan measurement date used for financial statement reporting purposes with respect to the Company’s audited financial statements as compared to the prior retirement plan measurement date. Please see the narrative and related footnotes to the Defined Benefit Retirement Plan table on page 83 for more information regarding the accrued benefits for each NEO under this plan. No amount is included with respect to nonqualified deferred compensation earnings because there were no above-market or preferential earnings on nonqualified deferred compensation. (6)The amounts shown for 2024 in the “All Other Compensation” column are composed of the following components:

  105. Summary Compensation Table

    | Name | Match (401(k) Plan) ($)(a) | Aircraft ($)(b) | Term Life Insurance ($)(c) | Financial Planning ($)(d) | Other ($)(e) | Total All Other Compensation ($) | | Michael F. Mahoney | 20,700 | 150,000 | 4,902 | 13,650 | 4,142 | 193,394 | | Daniel J. Brennan | 20,700 | — | 4,088 | — | 360 | 25,148 | | Arthur C. Butcher | 20,700 | — | 1,815 | 10,915 | 5,606 | 39,036 | | Joseph M. Fitzgerald | 20,700 | — | 6,268 | 6,489 | 860 | 34,317 | | Jeffrey B. Mirviss | 20,700 | — | 3,252 | 13,650 | 10,490 | 48,092 |

  106. Summary Compensation Table

    (a)The amounts shown in this column represent matching contributions made by the Company for each NEO under our 401(k) Retirement Savings Plan. All individual and matching contributions to the 401(k) Retirement Savings Plan are fully vested upon contribution. (b)Mr. Mahoney is permitted reasonable personal use of our corporate aircraft up to $150,000 per year in aggregate incremental cost to us, but he is not entitled to reimbursement by us for any taxes resulting from imputed income attributable to his personal use of the corporate aircraft. Spouse and/or other guests may accompany Mr. Mahoney on some flights, and any incremental costs associated with such guests are in included in Mr. Mahoney’s aggregate personal use amount.

  107. Summary Compensation Table

    | 2025 Proxy Statement | 73 |

  108. Summary Compensation Table

    The amount reflected in the “Aircraft” column represents the aggregate incremental costs to us for personal use by Mr. Mahoney of our corporate aircraft, as well as any incremental costs associated with persons accompanying such officer on business travel. We calculate the incremental cost to us by dividing the total annual variable operating costs for the corporate aircraft by the number of in-flight hours during the year. The resulting dollar per hour amount is then multiplied by the number of hours flown for personal use by the executive officer during the year, including the “dead head” costs of flying the aircraft to and from locations for personal use. Our corporate aircrafts are used predominantly for business travel. We do not include the fixed operating costs, such as pilot salary, general taxes and insurance, in the incremental cost calculation. The incremental cost does not include amounts attributable to the NEO for increased income taxes we incurred in 2024 as a result of disallowed deductions related to personal use under Internal Revenue Service rules. For 2024, the reflected amounts exclude $994,719 of disallowed corporate income tax deductions attributable to the personal use of the corporate aircraft during the year by Mr. Mahoney. Mr. Mahoney was taxed on the imputed income attributable to his respective personal use of the corporate aircraft and did not receive tax assistance from the Company with respect to this amount. (c)Amounts in the “Term Life Insurance” column consist of imputed income for Company-paid term life insurance attributable to our NEOs. (d)Amounts in the “Financial Planning” column reflect fees paid to a service provider for financial planning services which are available for our executive officers, including our NEOs. The program provides financial counseling and planning, investment and retirement management, insurance planning, and income tax planning and preparation services through a single service provider for US-based executive officers. Executive officers located outside of the United States are eligible for reimbursement. (e)Amounts in the “Other” column consist of the costs of miscellaneous gifts/prizes and annual physical examinations, where applicable. (f)In connection with Mr. Butcher’s repatriation to the United States in 2022, the Company made Singapore tax payments on Mr. Butcher’s behalf equal to $325,005, which amount was reported as income in Mr. Butcher’s 2022 taxes, and a $1,344,080 exit tax on unvested equity awards, which amount was reported as income in Mr. Butcher’s 2023 taxes. Mr. Butcher also received a tax gross-up of $7,821 and $106,627 from the Company in 2022 and 2023, respectively, in each case, related to benefits he received in 2022. Mr. Butcher made a tax equalization payment of $148,238 and $252,219 to the Company in 2023 and 2024, respectively, in each case for overseas benefits he received in 2022. Mr. Butcher did not receive tax gross-ups related to benefits he received in 2024 or 2023. (7)The sum of the components reported may not equal the total amount reported due to rounding.

  109. Summary Compensation Table

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  110. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The table below presents information regarding awards granted under the Company’s 2024 ABP and 2011 LTIP, including those pursuant to the Company’s 2024 Performance Share Programs, during the year ended December 31, 2024. For a description of material factors helpful for understanding the information in the table below, please see the Compensation Discussion & Analysis section of this Proxy Statement and the narrative to this table.

  111. Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date(3) | Date Approved | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael F. Mahoney | | | — | 2,170,000 | 4,882,500 | | | | | | | | | 2/12/2024(6) | | 2/6/2024 | | | | 16,444 | 54,816 | 109,632 | | | | 5,105,014 | | 2/12/2024(7) | | 2/6/2024 | | | | 27,408 | 54,816 | 109,632 | | | | 3,562,492 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | 54,816 | | | 3,562,492 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | | 144,516 | 64.99 | 3,562,493 | | Daniel J. Brennan | | | — | 935,027 | 2,103,811 | | | | | | | | | 2/12/2024(6) | | 2/6/2024 | | | | 4,385 | 14,617 | 29,234 | | | | 1,361,281 | | 2/12/2024(7) | | 2/6/2024 | | | | 7,308 | 14,617 | 29,234 | | | | 949,959 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | 14,617 | | | 949,959 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | | 38,537 | 64.99 | 949,983 | | Arthur C. Butcher | | | — | 607,750 | 1,367,438 | | | | | | | | | 2/12/2024(6) | | 2/6/2024 | | | | 3,231 | 10,770 | 21,540 | | | | 1,003,010 | | 2/12/2024(7) | | 2/6/2024 | | | | 5,385 | 10,770 | 21,540 | | | | 699,942 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | 10,770 | | | 699,942 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | | 28,396 | 64.99 | 699,995 | | Joseph M. Fitzgerald | | | — | 765,004 | 1,721,258 | | | | | | | | | 2/12/2024(6) | | 2/6/2024 | | | | 4,154 | 13,848 | 27,696 | | | | 1,289,664 | | 2/12/2024(7) | | 2/6/2024 | | | | 6,924 | 13,848 | 27,696 | | | | 899,982 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | 13,848 | | | 899,982 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | | 36,509 | 64.99 | 899,991 | | Jeffrey B. Mirviss | | | — | 513,751 | 1,155,939 | | | | | | | | | 2/12/2024(6) | | 2/6/2024 | | | | 2,538 | 8,462 | 16,924 | | | | 788,066 | | 2/12/2024(7) | | 2/6/2024 | | | | 4,231 | 8,462 | 16,924 | | | | 549,945 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | 8,462 | | | 549,945 | | 2/12/2024(8) | | 2/6/2024 | | | | | | | | 22,311 | 64.99 | 549,993 |

  112. Grants of Plan-Based Awards Table

    (1)The amounts in these columns reflect target and maximum payouts under the 2024 ABP. There is no threshold-level payout under the 2024 ABP. The maximum possible payout under the 2024 ABP is 225% of the target payout, representing the product of (i) a maximum of 150% of the target payout based on Company financial metrics and (ii) a maximum of 150% of the target payout based on individual performance objectives. The actual amount earned by each NEO under the 2024 ABP is reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table on page 72. For additional information about our 2024 ABP and a discussion of how these amounts are determined, please see Short-Term Incentives and 2024 Annual Bonus Plan on pages 57 and 88, respectively. (2)The amounts in these columns reflect threshold, target and maximum share issuance under our 2024 rTSR PSP and 2024 ONSG PSP. The target performance-based RSUs awarded under these programs were granted to our NEOs in February 2024 as part of our annual review process and were awarded under our 2011 LTIP, as effective on the date of grant. For additional details regarding the awards to our NEOs pursuant to our 2024 rTSR PSP and 2024 ONSG PSP, please see footnotes 6 and 7 to this table on the following page.

  113. Grants of Plan-Based Awards Table

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  114. Grants of Plan-Based Awards Table

    (3)The Compensation Committee approved the awards in this table on February 6, 2024, with a grant date of February 12, 2024. (4)The amounts in these columns reflect the number of service-based RSUs and stock options granted to our NEOs under our 2011 LTIP as effective on the date of grant during 2024. (5)The amounts in this column have been determined in accordance with FASB ASC Topic 718. See footnotes 2 and 3 to the Summary Compensation Table for a description of the assumptions used in determining the grant date fair value of these awards beginning on page 72. (6)These awards were granted pursuant to our 2024 rTSR PSP. The threshold award level represents the minimum share issuance for each award that a participant may receive based on performance, which is 30% of the target rTSR performance-based RSUs awarded under the program. The maximum share issuance for each award is 200% of the target rTSR performance-based RSUs awarded under the 2024 rTSR PSP. For additional information about our 2024 rTSR PSP and a discussion of how these amounts are determined, please see 2024 relative Total Shareholder Return Performance Share Program on page 77. (7)These awards were granted pursuant to our 2024 ONSG PSP. The threshold award level represents the minimum share issuance for each award that a participant may receive based on performance, which is 50% of the target ONSG performance-based RSUs awarded under the program. The maximum share issuance for each award is 200% of the target ONSG performance-based RSUs awarded under the 2024 ONSG PSP. For additional information about our 2024 ONSG PSP and a discussion of how these amounts are determined, please see 2024 Organic Net Sales Growth Performance Share Program on page 78. (8)These awards were granted as part of our annual review process and awarded under our 2011 LTIP, as effective on the respective date of grant.

  115. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The following provides information about the terms of our 2024 ABP, 2024 Performance Share Programs and our 2011 LTIP, pursuant to which our NEOs were awarded short- and long-term incentive compensation, as applicable and detailed in the tables above. For additional information regarding the awards granted pursuant to these plans and programs to our NEOs in 2024, please see the Compensation Discussion & Analysis section in this Proxy Statement beginning on page 45.

  116. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table provides information with respect to outstanding unexercised non-qualified stock options and unvested restricted stock units for each NEO as of December 31, 2024.

  117. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Michael F. Mahoney | 2/22/2016 | 168,635 | — | 17.26 | 2/22/2026 | | | | | | | 2/28/2017 | 296,442 | — | 24.55 | 2/28/2027 | | | | | | | 2/15/2018 | 278,086 | — | 27.09 | 2/15/2028 | | | | | | | 2/21/2019 | 217,917 | — | 40.12 | 2/21/2029 | | | | | | | 2/18/2020 | 243,362 | — | 42.16 | 2/18/2030 | | | | | | | 2/17/2021 | 176,886 | 58,963 | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 93,014 | 93,015 | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 42,996 | 128,988 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | — | 144,516 | 64.99 | 2/12/2034 | | | | | | | 2/17/2021 | | | | | 18,334 | 1,637,593 | | | | | 2/16/2022 | | | | | 32,530 | 2,905,580 | | | | | 2/14/2023 | | | | | 49,572 | 4,427,771 | | | | | 2/12/2024 | | | | | 54,816 | 4,896,165 | | | | | 2/16/2022 | | | | | 57,121(4) | 5,102,048 | | | | | 2/16/2022 | | | | | 130,118(5) | 11,622,140 | | | | | 2/14/2023 | | | | | | | 132,190(6) | 11,807,211 | | | 2/12/2024 | | | | | | | 109,632(7) | 9,792,330 | | | 2/14/2023 | | | | | | | 132,190(8) | 11,807,211 | | | 2/12/2024 | | | | | | | 109,632(9) | 9,792,330 | | Daniel J. Brennan | 2/23/2015 | 15,087 | — | 16.31 | 2/23/2025 | | | | | | | 2/22/2016 | 16,865 | — | 17.26 | 2/22/2026 | | | | | | | 2/28/2017 | 55,600 | — | 24.55 | 2/28/2027 | | | | | | | 2/15/2018 | 46,927 | — | 27.09 | 2/15/2028 | | | | | | | 2/21/2019 | 47,417 | — | 40.12 | 2/21/2029 | | | | | | | 2/18/2020 | 55,309 | — | 42.16 | 2/18/2030 | | | | | | | 2/17/2021 | 44,221 | 14,741 | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 24,264 | 24,265 | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 11,351 | 34,053 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | — | 38,537 | 64.99 | 2/12/2034 | | | | | | | 2/17/2021 | | | | | 4,584 | 409,443 | | | | | 2/16/2022 | | | | | 8,486 | 757,970 | | | | | 2/14/2023 | | | | | 13,087 | 1,168,931 | | | | | 2/12/2024 | | | | | 14,617 | 1,305,590 | | | | | 2/16/2022 | | | | | 14,901(4) | 1,330,957 | | | | | 2/26/2022 | | | | | 33,944(5) | 3,031,878 | | | | | 2/14/2023 | | | | | | | 34,898(6) | 3,117,089 | | | 2/12/2024 | | | | | | | 29,234(7) | 2,611,181 | | | 2/14/2023 | | | | | | | 34,898(8) | 3,117,089 | | | 2/12/2024 | | | | | | | 29,234(9) | 2,611,181 |

  118. Outstanding Equity Awards at Fiscal Year End Table

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  119. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Arthur C. Butcher | 2/22/2016 | 4,036 | — | 17.26 | 2/22/2026 | | | | | | | 6/1/2016 | 12,706 | — | 22.71 | 6/1/2026 | | | | | | | 2/28/2017 | 24,703 | — | 24.55 | 2/28/2027 | | | | | | | 2/15/2018 | 27,808 | — | 27.09 | 2/15/2028 | | | | | | | 2/21/2019 | 22,195 | — | 40.12 | 2/21/2029 | | | | | | | 2/18/2020 | 35,398 | — | 42.16 | 2/18/2030 | | | | | | | 2/17/2021 | 27,336 | 9,113 | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 14,558 | 14,559 | 44.19 | 2/16/2032 | | | | | | | 5/2/2022 | 11,133 | 11,134(10) | 41.63 | 5/2/2032 | | | | | | | 2/14/2023 | 8,255 | 24,766 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | — | 28,396 | 64.99 | 2/12/2034 | | | | | | | 2/17/2021 | | | | | 2,834 | 253,133 | | | | | 2/16/2022 | | | | | 5,092 | 454,817 | | | | | 2/14/2023 | | | | | 9,518 | 850,148 | | | | | 2/12/2024 | | | | | 10,770 | 961,976 | | | | | 5/2/2022 | | | | | 4,204(10) | 375,501 | | | | | 2/16/2022 | | | | | 8,940(4) | 798,521 | | | | | 2/16/2022 | | | | | 20,366(5) | 1,819,091 | | | | | 2/14/2023 | | | | | | | 25,380(6) | 2,266,942 | | | 2/12/2024 | | | | | | | 21,540(7) | 1,923,953 | | | 2/14/2023 | | | | | | | 25,380(8) | 2,266,942 | | | 2/12/2024 | | | | | | | 21,540(9) | 1,923,953 | | Joseph M. Fitzgerald | 12/1/2017 | 306,372 | — | 26.15 | 12/1/2027 | | | | | | | 2/15/2018 | 69,521 | — | 27.09 | 2/15/2028 | | | | | | | 2/21/2019 | 50,443 | — | 40.12 | 2/21/2029 | | | | | | | 2/18/2020 | 55,309 | — | 42.16 | 2/18/2030 | | | | | | | 7/1/2020 | 116,959(11) | — | 35.28 | 7/1/2030 | | | | | | | 2/17/2021 | 40,201 | 13,401 | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 22,646 | 22,648 | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 11,351 | 34,053 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | — | 36,509 | 64.99 | 2/12/2034 | | | | | | | 2/17/2021 | | | | | 4,167 | 372,196 | | | | | 2/16/2022 | | | | | 7,920 | 707,414 | | | | | 2/14/2023 | | | | | 13,087 | 1,168,931 | | | | | 2/12/2024 | | | | | 13,848 | 1,236,903 | | | | | 2/16/2022 | | | | | 13,907(4) | 1,242,173 | | | | | 2/16/2022 | | | | | 31,680(5) | 2,829,658 | | | | | 2/14/2023 | | | | | | | 34,898(6) | 3,117,089 | | | 2/12/2024 | | | | | | | 27,696(7) | 2,473,807 | | | 2/14/2023 | | | | | | | 34,898(8) | 3,117,089 | | | 2/12/2024 | | | | | | | 27,696(9) | 2,473,807 |

  120. Outstanding Equity Awards at Fiscal Year End Table

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  121. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Jeffrey B. Mirviss | 2/28/2017 | 32,938 | — | 24.55 | 2/28/2027 | | | | | | | 2/15/2018 | 30,589 | — | 27.09 | 2/15/2028 | | | | | | | 12/3/2018 | 29,114 | — | 38.51 | 12/03/2028 | | | | | | | 2/21/2019 | 36,319 | — | 40.12 | 2/21/2029 | | | | | | | 2/18/2020 | 42,035 | — | 42.16 | 2/18/2030 | | | | | | | 2/17/2021 | 32,160 | 10,721 | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 16,984 | 16,986 | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 7,223 | 21,670 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | — | 22,311 | 64.99 | 2/12/2034 | | | | | | | 2/17/2021 | | | | | 3,334 | 297,793 | | | | | 2/16/2022 | | | | | 5,940 | 530,561 | | | | | 2/14/2023 | | | | | 8,328 | 743,857 | | | | | 2/12/2024 | | | | | 8,462 | 755,826 | | | | | 2/16/2022 | | | | | 10,430(4) | 931,608 | | | | | 2/16/2022 | | | | | 23,760(5) | 2,122,243 | | | | | 2/14/2023 | | | | | | | 22,208(6) | 1,983,619 | | | 2/12/2024 | | | | | | | 16,924(7) | 1,511,652 | | | 2/14/2023 | | | | | | | 22,208(8) | 1,983,619 | | | 2/12/2024 | | | | | | | 16,924(9) | 1,511,652 |

  122. Outstanding Equity Awards at Fiscal Year End Table

    (1)All stock options are non-qualified stock options and vest in four equal annual installments beginning on the first anniversary of the date of grant, subject to continued service on each applicable vesting date. (2)Unless otherwise noted, all service-based RSUs vest in four equal annual installments beginning on the first anniversary of the date of grant, subject to continued service on each applicable vesting date. (3)Unless otherwise noted, the amounts reflected in this column are based on the closing price of our common stock on the last trading day of 2024, which was $89.32. (4)In February 2022, each of our NEOs was awarded Free Cash Flow (FCF) performance-based RSUs under our 2022 FCF PSP. Our Adjusted FCF performance over the one-year performance period that ended December 31, 2022 was 93.9% relative to target performance for the same period. Accordingly, in February 2023, the Compensation Committee determined that pursuant to the terms of the 2022 FCF PSP, 87.8% of the target number of FCF performance-based RSUs had satisfied the performance criteria under the program. These awards were settled in January 2025. The FCF PSP was replaced in 2023 with the ONSG PSP. Accordingly, all awards issued under the FCF PSP have fully vested and been settled. (5)In February 2022, each of our NEOs was awarded rTSR performance-based RSUs under our 2022 rTSR PSP. Our rTSR performance was at the 93rd percentile relative to all companies in the S&P 500 Health Care Index over the performance cycle comprising the three-year period that ended December 31, 2024. Accordingly in February 2025, the Compensation Committee determined that pursuant to the terms of the 2022 rTSR PSP, 200% of the target number of rTSR performance-based RSUs had been earned based on the performance criteria under the program. These awards were settled in February 2025. (6)In February 2023, each of our NEOs was awarded ONSG performance-based RSUs under our 2023 ONSG PSP. In accordance with the SEC rules, the number of performance-based RSUs shown represents the number of units that may be earned as of December 31, 2024 based on the maximum performance. The SEC rules require that the maximum number of units be disclosed because the number of units that would have been earned based on actual results under the performance conditions for the two-year period from January 1, 2023 through December 31, 2024 (instead of through the end of the performance period on December 31, 2025) was between the target and maximum level of performance under the program. (7)In February 2024, each of our NEOs was awarded ONSG performance-based RSUs under our 2024 ONSG PSP. In accordance with the SEC rules, the number of performance-based RSUs shown represents the number of units that may be earned as of

  123. Outstanding Equity Awards at Fiscal Year End Table

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  124. Outstanding Equity Awards at Fiscal Year End Table

    December 31, 2024 based on the maximum performance. The SEC rules require that the maximum number of units be disclosed because the number of units that would have been earned based on actual results under the performance conditions for the one-year period from January 1, 2024 through December 31, 2024 (instead of through the end of the performance period on December 31, 2026) was between the target and maximum level of performance under the program. (8)In February 2023, each of our NEOs was awarded rTSR performance-based RSUs under our 2023 rTSR PSP. In accordance with SEC rules, the number of performance-based RSUs shown represents the number of units that may be earned as of December 31, 2024 based on the maximum performance. The SEC rules require that the maximum number of units be disclosed because the number of units that would have been earned based on actual results under the performance conditions for the two-year period from January 1, 2023 through December 31, 2024 (instead of through the end of the performance period on December 31, 2025) was between the target and maximum level of performance under the program. (9)In February 2024, each of our NEOs was awarded rTSR performance-based RSUs under our 2024 rTSR PSP. In accordance with SEC rules, the number of performance-based RSUs shown represents the number of units that may be earned as of December 31, 2024 based on the maximum performance. The SEC rules require that the maximum number of units be disclosed because the number of units that would have been earned based on actual results under the performance conditions for the one-year period from January 1, 2024 through December 31, 2024 (instead of through the end of the performance period on December 31, 2026) was between the target and maximum level of performance under the program. (10)On May 2, 2022, Mr. Butcher was granted stock awards in connection with his promotion to Executive Vice President, Group President, MedSurg and Asia Pacific. The RSU and non-qualified stock option awards for Mr. Butcher each vest in four equal annual installments, beginning on the first anniversary of the date of each grant. (11)Mr. Fitzgerald was granted an equity incentive award in the form of a non-qualified stock option, which vested in one single installment on January 1, 2023, in connection with his offer of employment as the Executive Vice President and President, Interventional Cardiology.

  125. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth information regarding stock options that were exercised and RSUs that vested for our NEOs during the year ended December 31, 2024:

  126. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Michael F. Mahoney | 335,659 | 22,397,856 | 310,013 | 19,487,826 | | Daniel J. Brennan | 78,116 | 4,239,062 | 77,539 | 4,874,346 | | Arthur C. Butcher | 16,742 | 943,181 | 50,514 | 3,196,219 | | Joseph M. Fitzgerald | 116,639 | 7,456,315 | 71,326 | 4,486,302 | | Jeffrey B. Mirviss | 63,898 | 3,233,503 | 56,001 | 3,519,194 |

  127. Options Exercised and Stock Vested

    (1)The amounts shown in this column represent the number of shares acquired on exercise multiplied by the difference between the option exercise price and the average sale price of the shares sold on the date of sale. (2)The amounts shown in this column represent the number of shares vested or earned multiplied by the closing price of our common stock on the vesting date.

  128. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company’s Deferred Bonus Plan provides certain of our management, including our NEOs, an opportunity to defer a portion of their annual award under our ABP. The Deferred Bonus Plan provides participants the opportunity to defer up to 75% of their annual award under our ABP until the earlier of (i) termination of employment or (ii) an elected distribution date, such election to be made by June 30th of each year. Investment choices under the Deferred Bonus Plan are generally the same as those under our 401(k) Retirement Savings Plan, except that, among other things, participants may not elect to invest in the BSC Stock Fund. Distributions under the Deferred Bonus Plan are in either lump sum payments or annual installments over a period of two to five years, as specified by the participant. Mr. Butcher elected to defer 30%, 60%, and 35%, respectively, of his 2022, 2023 and 2024 ABP awards payable in

  129. Nonqualified Deferred Compensation

    | 84 | 2025 Proxy Statement |

  130. Nonqualified Deferred Compensation

    2023, 2024 and 2025. Messrs. Fitzgerald and Mahoney each elected to defer 75% of their 2022, 2023, and 2024 ABP awards payable in 2023, 2024 and 2025. In September 2004, we committed to fund a special one-time contribution to our 401(k) Retirement Savings Plan for the benefit of our employees. In June 2005, we adopted an Excess Benefit Plan, a non-qualified deferred compensation plan designed to provide specific supplemental benefits to those employees who would have exceeded the 2004 Internal Revenue Code contribution limits if the special contribution had been made to their 401(k) Retirement Savings Plan accounts. Accordingly, the historic Excess Benefit Plan was established to accept the “overflow” contributions resulting from the special one-time contribution on behalf of participating employees, including certain of our NEOs. Investment choices under the historic Excess Benefit Plan are generally the same as those under our 401(k) Retirement Savings Plan, except that, among other things, executive officers may not elect to invest in the BSC Stock Fund. The investment elections are made by each participant and may be changed daily. Generally, a lump sum cash payment of their respective account balances under the Excess Benefit Plan is made to participants determined to be “specified employees,” including certain of our NEOs, commencing no earlier than six months and one day following their “separation from service.” The table below shows the aggregate earnings and balances for each of our NEOs under our historic Excess Benefit Plan and Deferred Bonus Plan as of December 31, 2024.

  131. Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(1) | | Michael F. Mahoney(2) | Excess Benefit Plan | — | — | — | — | — | | | Deferred Bonus Plan | — | 2,433,113 | 705,333 | — | 6,099,272 | | Daniel J. Brennan | Excess Benefit Plan | — | — | 19,027 | — | 108,101 | | | Deferred Bonus Plan | — | — | — | — | — | | Arthur C. Butcher | Excess Benefit Plan | — | — | 11,982 | — | 85,746 | | | Deferred Bonus Plan | — | 454,123 | 378,431 | — | 2,664,083 | | Joseph M. Fitzgerald | Excess Benefit Plan | — | — | 14,979 | — | 120,812 | | | Deferred Bonus Plan | — | 762,493 | 816,492 | — | 7,121,587 | | Jeffrey B. Mirviss | Excess Benefit Plan | — | — | 3,327 | — | 25,395 | | | Deferred Bonus Plan | — | — | 546,124 | — | 3,796,812 |

  132. Nonqualified Deferred Compensation

    (1)No portion of the amounts in this column is included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings column for 2022, 2023 and 2024 in the Summary Compensation Table on page 72 as the earnings were neither above-market nor preferential. (2)Mr. Mahoney was not employed by the Company when the one-time 401(k) contribution was made to our historic Excess Benefit Plan.

  133. Nonqualified Deferred Compensation

    | 2025 Proxy Statement | 85 |

  134. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  135. CEO Pay Ratio

    CEO Pay Ratio We strive to pay our employees competitively compared to similar positions in the applicable labor market. We follow that approach worldwide, whether for an executive position or an hourly job at a local facility. We take into account location, job level and pay grade, time with us and time in current role, experience and skill set, and adjust compensation annually to match the applicable market. By doing so, we believe we maintain a high-quality, stable workforce. We determined the compensation we paid to the median employee in accordance with this philosophy. Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to Michael F. Mahoney, our CEO. The following paragraphs describe our methodology and the resulting CEO Pay Ratio. For 2024, our last completed fiscal year: •the annual total compensation of the employee identified at median of our Company (other than our CEO), was $58,074; and •the annual total compensation of our CEO was $21,420,801. Based on this information, for 2024 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than our CEO) was estimated to be approximately 369 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. To identify the median of the annual total compensation of all our employees and the annual total compensation of the median employee, the methodology and the material assumptions, adjustments and estimates that we used were as follows: •The median employee who was used for purposes of calculating the CEO Pay Ratio for 2024 is the same employee whom we identified for the CEO Pay Ratio disclosure for 2023. There has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would materially affect our pay ratio disclosure. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $58,074. We calculated the median employee’s actual salary for the 12-month period ended December 31, 2024. In addition, the median employee’s total compensation for 2024 includes a bonus that was paid in early 2025, Company matching contributions to the employee’s 401(k) plan, and premiums and the imputed income for Company-paid term life insurance; and •With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column for 2024 in the Summary Compensation Table on page 72 of this Proxy Statement.

  136. CEO Pay Ratio

    | 2025 Proxy Statement | 97 |

  137. Pay Versus Performance Table

    Pay Versus Performance Table

  138. Pay Versus Performance Table

    | Year(1) | Summary Compensation Table Total for CEO/PEO ($) | Compensation Actually Paid to CEO/PEO ($)(2) | Average Summary Compensation Table for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) | Adjusted Net Sales ($ millions)(5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2024 | 21,420,801 | 65,818,468 | 5,515,833 | 15,177,435 | 197.52 | 148.31 | 1,846 | 16,741 | | 2023 | 18,723,735 | 38,596,387 | 4,865,206 | 9,121,400 | 127.84 | 143.18 | 1,592 | 14,257 | | 2022 | 16,941,961 | 21,632,710 | 4,884,001 | 5,984,751 | 102.32 | 140.29 | 698 | 13,206 | | 2021 | 16,064,039 | 20,440,299 | 3,905,481 | 4,972,710 | 93.94 | 143.09 | 1,041 | 11,646 | | 2020 | 13,773,795 | (5,088,265) | 3,705,762 | (443,641) | 79.50 | 113.45 | (82) | 9,955 |

  139. Pay Versus Performance Table

    (1)The CEO/PEO and NEO/Non-PEO Named Executive Officers included in the above compensation columns reflect the following:

  140. Pay Versus Performance Table

    | Year | CEO/PEO | Non-PEO NEOs | | 2024 | Michael F. Mahoney | Daniel J. Brennan, Joseph M. Fitzgerald, Jeffrey B. Mirviss and Arthur C. Butcher | | 2023 | Michael F. Mahoney | Daniel J. Brennan, Joseph M. Fitzgerald, Jeffrey B. Mirviss and Arthur C. Butcher | | 2022 | Michael F. Mahoney | Daniel J. Brennan, Joseph M. Fitzgerald, Jeffrey B. Mirviss and Arthur C. Butcher | | 2021 | Michael F. Mahoney | Daniel J. Brennan, Joseph M. Fitzgerald, Jeffrey B. Mirviss and David A. Pierce | | 2020 | Michael F. Mahoney | Daniel J. Brennan, Joseph M. Fitzgerald, Jeffrey B. Mirviss and Edward F. Mackey |

  141. Pay Versus Performance Table

    | 2025 Proxy Statement | 99 |

  142. Pay Versus Performance Table

    (2)"Compensation Actually Paid" to the CEO/PEO reflect the following adjustments from the amount reported in the “Total” compensation column of the Summary Compensation Table on page 72 of this Proxy Statement.

  143. Pay Versus Performance Table

    | Adjustments to Determine Compensation “Actually Paid” for CEO/PEO | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Reported in Summary Compensation Table | 21,420,801 | 18,723,735 | 16,941,961 | 16,064,039 | 13,773,795 | | Less Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | 291,666 | 291,667 | 376,667 | 360,000 | 399,686 | | Plus “Service Cost” for Pension Plans | — | — | — | — | 375,972 | | Less Amounts Reported under the “Stock Awards” Column of the SCT | 12,229,998 | 10,472,753 | 9,924,100 | 9,126,292 | 8,395,367 | | Less Amounts Reported under the “Option Awards” Column of the SCT | 3,562,493 | 3,124,984 | 2,874,985 | 2,749,999 | 2,749,991 | | Plus the Fair Value of Awards Granted during covered year that Remain Unvested as of Year-end | 30,707,960 | 22,483,365 | 13,748,034 | 14,273,008 | 7,458,564 | | Plus the Change in Fair Value from prior Year-end to current Year-end of Awards Granted prior to covered year that were Outstanding and Unvested as of Year-end | 26,602,863 | 11,223,191 | 4,283,677 | 2,596,137 | (13,208,804) | | Plus the Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to covered year that Vested during covered year | 3,171,001 | 55,500 | 315,254 | 903,733 | (1,942,748) | | Less the Fair Value as of prior Year-End of Awards Granted prior to covered year that were Forfeited during covered year | — | — | 480,464 | 1,160,327 | — | | Total Adjustments | 44,397,667 | 19,872,652 | 4,690,749 | 4,376,260 | (18,862,060) | | Compensation Actually Paid | 65,818,468 | 38,596,387 | 21,632,710 | 20,440,299 | (5,088,265) |

  144. Pay Versus Performance Table

    *Compensation Actually Paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion & Analysis section of this Proxy Statement. Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior year, in accordance with Item 402(v) of Regulation S-K. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the Pay Versus Performance Table.

  145. Pay Versus Performance Table

    | 100 | 2025 Proxy Statement |

  146. Pay Versus Performance Table

    (3)The average "Compensation Actually Paid" to the Non-PEO NEOs reflect the following adjustments from the amount reported in the “Total” compensation column of the Summary Compensation Table on page 72.

  147. Pay Versus Performance Table

    | Adjustments to Determine Average Compensation “Actually Paid” for Non-PEO NEOs | 2024 Average ($) | 2023 Average ($) | 2022 Average ($) | 2021 Average ($) | 2020 Average ($) | | Total Reported in Summary Compensation Table | 5,515,833 | 4,865,206 | 4,884,001 | 3,905,481 | 3,705,762 | | Less Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | 145,042 | 121,759 | 122,326 | 59,942 | 121,136 | | Plus “Service Cost” for Pension Plans | 16,633 | 15,308 | 16,435 | — | 67,192 | | Less Amounts Reported under the “Stock Awards” Column of the SCT | 2,660,420 | 2,324,937 | 2,180,154 | 1,918,553 | 1,852,695 | | Less Amounts Reported under the “Option Awards” Column of the SCT | 774,991 | 693,748 | 693,740 | 578,120 | 774,993 | | Plus the Fair Value of Awards Granted during covered year that Remain Unvested as of Year-end | 6,680,034 | 4,991,284 | 3,103,987 | 3,000,519 | 1,937,832 | | Plus the Change in Fair Value from prior Year-end to current Year-end of Awards Granted prior to covered year that were Outstanding and Unvested as of Year-end | 5,867,592 | 2,367,857 | 1,004,348 | 636,900 | (2,652,595) | | Plus the Change in Fair Value from prior Year-end to Vesting Date of Awards Granted prior to covered year that Vested during covered year | 677,794 | 22,189 | 65,014 | 208,010 | (753,008) | | Less the Fair Value as of prior Year-End of Awards Granted prior to covered year that were Forfeited during covered year | — | — | 92,814 | 221,585 | — | | Total Adjustments | 9,661,602 | 4,256,194 | 1,100,750 | 1,067,229 | (4,149,403) | | Compensation Actually Paid | 15,177,435 | 9,121,400 | 5,984,751 | 4,972,710 | (443,641) |

  148. Pay Versus Performance Table

    “Compensation Actually Paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the Compensation Discussion & Analysis section of this Proxy Statement. Instead, it is a nuanced calculation that includes the increase or decrease in value of certain elements of compensation over each fiscal year, including compensation granted in a prior year, in accordance with Item 402(v) of Regulation S-K. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the Pay Versus Performance Table. (4)We selected the Standard & Poor (S&P) 500 Health Care Index (referred to herein as the “Health Care Index”) as our peer group for purposes of this disclosure, which was comprised of 61-64 companies for the years 2020 through 2024 included in the S&P 500 that are classified as members of the GICS® Health Care sector primarily engaged in Health Care Equipment and Services, Pharmaceuticals, Biotechnology and Life Sciences, including the Company and other mid-cap and large-cap healthcare companies. The Health Care Index is the same performance peer group selected by the Compensation Committee for determining the achievement of targets of TSR performance-based RSUs granted to our NEOs, including our CEO, between 2020 and 2024. See Long Term Incentives on page 62 for additional information. (5)Adjusted Net Sales represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to our NEOs, including our CEO, for the most recently completed fiscal year to the Company’s performance. Adjusted Net Sales is a non-GAAP financial measure. For a reconciliation of Adjusted Net Sales to the most directly comparable GAAP financial measure and insight into how Adjusted Net Sales is considered by management, please see Annex A to this Proxy Statement.

  149. Pay Versus Performance Table

    | 2025 Proxy Statement | 101 |

  150. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the Compensation Discussion & Analysis section of this Proxy Statement, the Company’s executive compensation program reflects our commitment to pay-for-performance. We selected Adjusted Net Sales as our Company Selected Measure for purposes of evaluating Pay versus Performance because it is a key performance metric within our 2024 ABP and underlying factor in achieving the performance targets for our long-term incentive compensation programs. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance Table above. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic depictions of the relationships between information presented in the Pay Versus Performance Table.

  151. Relationship Between Compensation Actually Paid and Company/Peer Group Total Shareholder Return

    Relationship Between Compensation Actually Paid and Company/Peer Group Total Shareholder Return

  152. Relationship Between Compensation Actually Paid and Company/Peer Group Total Shareholder Return

    | 102 | 2025 Proxy Statement |

  153. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  154. Relationship Between Compensation Actually Paid and Adjusted Net Sales

    Relationship Between Compensation Actually Paid and Adjusted Net Sales

  155. Relationship Between Compensation Actually Paid and Adjusted Net Sales

    | 2025 Proxy Statement | 103 |

  156. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2024

    Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2024 As described in greater detail in the Compensation Discussion & Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for performance philosophy. We utilize metrics for our short- and long-term incentive compensation programs based on an objective of driving profitable growth and increasing shareholder value. Listed below are the financial and non-financial performance measures which in our assessment represent the most important performance measures we used to link CAP to our NEOs, including our CEO, for 2024, to Company performance.

  157. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2024

    | Adjusted Net Sales* | | Adjusted EPS* | | Adjusted Operating Income Margin* | | Organic Net Sales Growth* | | Relative Total Shareholder Return |

  158. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2024

    * Adjusted Net Sales, Adjusted EPS, Adjusted Operating Income Margin and Organic Net Sales Growth are not prepared in accordance with GAAP. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and insight into how these non-GAAP financial measures are considered by management, please see Annex A to this Proxy Statement.

  159. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2024

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  160. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2024

    | | Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers |

  161. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2024

    | Our Board of Directors unanimously recommends that you vote “FOR” the approval of the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K. Vote Required: Majority of votes cast | |