DEF 14A of Boston Scientific Corp, Mar 18, 2026

DEF 14A of Boston Scientific Corp

Filed Mar 18, 2026 · FY20250000885725-26-000025

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 2026 Director Nominees

    Diverse Range of Experience, Skills and Qualifications Represented by our 2026 Director Nominees

  3. Diverse Range of Experience, Skills and Qualifications Represented by our 2026 Director Nominees

    | | | Habiger | Ludwig | Mahoney | Mega | Morano | Pegus | Smith | Weber | Wichmann | Zane | | | Academia/Education | ü | | | ü | | ü | | | | ü | | | Business Development and Corporate Transactions | ü | ü | ü | | ü | ü | ü | ü | ü | ü | | | CEO Experience | ü | ü | ü | | | ü | | ü | ü | ü | | | Corporate Governance & Sustainability | ü | ü | ü | | ü | ü | ü | ü | ü | ü | | | Cybersecurity/IT | ü | | | | | | ü | | ü | | | | Executive Leadership Experience | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Finance / Accounting (Audit Committee Financial Expert) | ü | ü | | | ü | | ü | | ü | ü | | | Global Business Experience | ü | ü | ü | ü | ü | | ü | ü | ü | | | | Global Business Strategy and Operations | ü | ü | ü | ü | ü | | | ü | ü | | | | Healthcare Industry Experience | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Human Capital Management / Compensation | ü | | ü | | ü | ü | ü | ü | ü | ü | | | Legal / Regulatory/ Risk Management | ü | | | ü | | ü | | ü | ü | | | | Public Company Board of Directors Experience | ü | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Public Policy and Government Affairs | | | | ü | | ü | | ü | ü | ü | | | Technology & Innovation | ü | ü | ü | ü | ü | ü | ü | ü | ü | |

  4. Diverse Range of Experience, Skills and Qualifications Represented by our 2026 Director Nominees

    | 12 | 2026 Proxy Statement |

  5. Board of Director Nominees at a Glance

    Board of Director Nominees at a Glance

  6. S&P* Average Age for Independent Directors: 63.6

    S&P* Average Age for Independent Directors: 63.6 *per 2025 Spencer Stuart Board Index

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

    S&P* Average Tenure for Independent Directors: 7.8 *per 2025 Spencer Stuart Board Index

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

    | 2026 Proxy Statement | 13 |

  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. 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

    | David C. Habiger Independent | | | Age: 57 | | | | Experience Highlights: Mr. Habiger is Vice Chairman of J.D. Power, a market research and data analytics company where he previously served as its President and Chief Executive Officer. Prior to joining J.D. Power as its Chief Executive Officer 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 Pritzker 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 Chief Executive Officer and executive leadership experience, experience in technology and innovation, along with deep expertise in corporate governance, financial accounting, risk management, and global business strategy and operations. | | | Vice Chairman of the Board and Former President and Chief Executive Officer, J.D. Power Director since: July 2024 | | | | | Board Committees: | | | | | | Audit (Financial Expert) | | | | | Executive Compensation and Human Resources | | |

  11. Director Nominees

    | 14 | 2026 Proxy Statement |

  12. Director Nominees

    | Edward J. Ludwig Independent | | | Age: 74 | | | | 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. He is currently the Chairman of the Board of GRIP Molecular, a startup primary care diagnostic company. 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 chief executive officer and executive leadership experience, specifically his service as a director and executive of a public medical technology company, along with his extensive expertise in the healthcare industry, global business and global business strategy and operations, finance, and technology and innovation. | | | 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: | | | | | | Audit (Financial Expert) | | | | | Nominating and Governance | | |

  13. Director Nominees

    | 2026 Proxy Statement | 15 |

  14. Director Nominees

    | Michael F. Mahoney CEO, Chairman of the Board | | Age: 61 | | | Experience Highlights: Mr. 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. | | | President and Chief Executive Officer, Boston Scientific Corporation Director since: November 2012; Chairman since May 2016 | | |

  15. Director Nominees

    | 16 | 2026 Proxy Statement |

  16. Director Nominees

    | Jessica L. Mega, M.D. Independent | | | Age: 51 | | | | 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 the company’s clinical and science efforts, focusing on translating technological innovations and scientific insights into partnerships and products that improve patient outcomes. Dr. Mega also served as the Chief Medical Officer of Google Life Sciences. Prior to Verily and Google, she was as a Cardiologist and Senior Investigator at Brigham and Women’s Hospital from 2008 to 2015. Dr. Mega was also 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 served as a director of Danaher Corporation from November 2019 to February 2026, and is currently on the Board of Advisors at Stanford’s Center for Digital Health, the Duke-Margolis Institute for Health Policy, and Research!America. Dr. Mega received her MD from Yale University School of Medicine, an MPH from Harvard School of Public Health, and BA in Human Biology from Stanford University. Select Skills and Qualifications: Dr. Mega’s qualifications to serve on our Board include her clinical background and executive experience in life sciences, technology, and global business strategy and operations, specifically her service as a director and executive and her background in academia, public policy, government, and regulatory affairs. | | | 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, Science and Technology | | |

  17. Director Nominees

    | 2026 Proxy Statement | 17 |

  18. Director Nominees

    | Susan E. Morano Independent | | | Age: 61 | | | | 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 currently serves on the board of ExploraMed, a private, medical device incubator focused on patient-driven solutions to persistent medical problems. 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 our Board include her executive leadership experience in the medtech industry, specifically extensive experience in global business strategy and operations, healthcare, human capital, corporate governance and sustainability, as well as financial expertise. | | | Former Vice President Business Development and Strategic Operations, Johnson & Johnson Medtech Director since: June 2023 | | | | | Board Committees: | | | | | | Audit (Financial Expert) | | | | | Nominating and Governance (Chair) | | |

  19. Director Nominees

    | 18 | 2026 Proxy Statement |

  20. Director Nominees

    | Cheryl Pegus, M.D. Independent | | | Age: 62 | | | | Experience Highlights: Dr. Pegus is the Board Chair and Chief Executive Officer of FlyteHealth, a leader in cardiometabolic care. Prior to FlyteHealth, she served as a partner at Morgan Health, where, from November 2022 to May 2024, Dr. Pegus 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 Group Holdings Parent, Inc. (known as “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 our Board include her chief executive officer and executive leadership experience in healthcare, extensive expertise in public health policy, clinical care and business strategy, and deep experience in regulatory matters, human capital management, executive compensation, and technology and innovation, along with a proven track record of advancing healthcare quality and affordability across diverse organizations. | | | Chair and Chief Executive Officer, FlyteHealth Director since: May 2024 | | | | | Board Committees: | | | | | | Executive Compensation and Human Resources | | | | | Risk, Science and Technology (Chair) | | |

  21. Director Nominees

    | 2026 Proxy Statement | 19 |

  22. Director Nominees

    | Cathy R. Smith Independent | | | Age: 62 | | | | Experience Highlights: Ms. Smith is Executive Vice President and Chief Financial Officer of Starbucks Corporation responsible for the company’s global financial organization. Ms. Smith joined Starbucks in March of 2025 and brings more than two decades of financial leadership experience in global consumer-facing and retail organizations. Prior to joining Starbucks, she served as Chief Financial Officer of Nordstrom, Inc. from 2023 to 2025, Chief Financial Officer and Chief Administrative Officer of Bright Health from 2019 to 2023, and Executive Vice President and Chief Financial Officer of Target from 2015 to 2019. Ms. Smith has served as a director of PPG Industries since 2019 and served as a director of Baxter International Inc. from 2017 to February 2026. Ms. Smith holds an MBA from the University of Southern California and a BA in Business Economics from the University of California, Santa Barbara. Select Skills and Qualifications: Ms. Smith’s qualifications to serve on our Board include her executive leadership experience and financial expertise as a chief financial officer and audit committee financial expert. She brings significant public company governance and board experience, as well as insight into corporate transactions, human capital management and compensation, cybersecurity and IT oversight, sustainability, and technology and innovation. Her global business experience and healthcare industry background further support the Board’s oversight of strategy, risk and long-term value creation. | | | Executive Vice President & Chief Financial Officer, Starbucks Corporation Director since: February 2026 | | | | | Board Committees: | | | | | | Audit (Financial Expert) | | | | | Nominating and Governance | | |

  23. Director Nominees

    | 20 | 2026 Proxy Statement |

  24. Director Nominees

    | Christophe P. Weber Independent | | | Age: 59 | | | | Experience Highlights: Mr. Weber is President, Chief Executive Officer and representative director of Takeda Pharmaceutical Company Ltd. He joined Takeda in April 2014 as Chief Operating Officer, was named President and Representative Director in June 2014, and was subsequently appointed CEO in April 2015. Prior to joining Takeda, he worked for GlaxoSmithKline for over 20 years in a variety of leadership roles in Europe, Asia and the United States. Mr. Weber is a member of the US Business Council, the World Economic Forum’s International Business Council, the New York Stock Exchange’s NYSE Board Advisory Council, the Massachusetts Competitive Partnership’s Board of Directors, the MIT CEO Advisory Board and Singapore’s Human Health & Potential International Advisory Committee. He also serves on the Board of Trustees of Northeastern University. Mr. Weber holds a doctorate in pharmacy from the Université de Lyon, France and has an advanced degree in accounting and finance. Select Skills and Qualifications: Mr. Weber’s qualifications to serve on our Board include his extensive executive leadership and chief executive officer experience, as well as his background in business development and corporate transactions and global business strategy and operations. He brings significant public company governance and board experience, along with expertise in legal, regulatory and risk management matters, public policy and government affairs, and human capital management and executive compensation. Mr. Weber also contributes valuable perspectives in healthcare industry dynamics, sustainability, and technology and innovation, informed by his leadership roles across global markets. | | | Chief Executive Officer, Takeda Pharmaceutical Company, Limited Director since: February 2026 | | | | | Board Committees: | | | | | | Executive Compensation and Human Resources | | | | | Risk, Science and Technology | | |

  25. Director Nominees

    | 2026 Proxy Statement | 21 |

  26. Director Nominees

    | David S. Wichmann Independent | | | Age: 63 | | | | 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 Advance 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 leadership 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 global business strategy and operations, public policy and government affairs, risk management, technology, and corporate governance and sustainability matters. | | | Former Chief Executive Officer, UnitedHealth Group Incorporated Director since: June 2021 | | | | | Board Committees: | | | | | | Audit (Chair, Financial Expert) | | | | | Risk, Science and Technology | | |

  27. Director Nominees

    | 22 | 2026 Proxy Statement |

  28. Director Nominees

    | Ellen M. Zane Independent | | | Age: 74 | | | | 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 several privately-held companies, including Perspectum Solutions Oncology, a health solutions company, Savista, a healthcare revenue cycle management company; Fiduciary Trust Company, a wealth management company; and AgNovos Healthcare, LLC, a 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, including as Chief Executive Officer of a large urban academic teaching and research medical center, as well as her experience in business development and corporate transactions, corporate governance and sustainability, finance, human capital management, and public policy and government affairs, and her service as a director at several other public companies. | | | CEO Emeritus, Tufts Medical Center Director since: April 2016 | | | | | Board Committees: | | | | | | Executive Compensation and Human Resources (Chair) | | | | | Nominating and Governance | | |

  29. Director Nominees

    | 2026 Proxy Statement | 23 |

  30. Elements and Level of Director Compensation

    Elements and Level of Director Compensation The Compensation Committee evaluates the level and form of compensation for non-employee directors at least annually and recommends changes to the Board, when appropriate. Non-employee directors receive a combination of cash and equity compensation for their service on the Board. In determining the level of director compensation in 2025, the Compensation Committee considered input from its independent compensation consultant, Semler Brossy, as well as publicly available data regarding director compensation at the peer group and other comparable companies, to establish an appropriate and competitive level of compensation. The Compensation Committee generally seeks to provide director compensation that is competitive with the median of the Company’s peer group. In addition, the Compensation Committee considered the significant time commitment and responsibilities associated with service on the Board and its committees. The Company’s non-employee director compensation is set forth below.

  31. 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, 2025.

  32. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($)(2)(3) | Stock Awards ($)(2)(4) | Total ($) | | Charles J. Dockendorff(5) | 41,667 | — | 41,667 | | Yoshiaki Fujimori | 145,000 | 215,000 | 360,000 | | David C. Habiger | 124,429 | 215,000 | 339,429 | | Edward J. Ludwig | 165,000 | 215,000 | 380,000 | | Jessica L. Mega | 125,000 | 215,000 | 340,000 | | Susan E. Morano | 125,000 | 215,000 | 340,000 | | Cheryl Pegus | 124,429 | 215,000 | 339,429 | | John E. Sununu | 145,000 | 215,000 | 360,000 | | David S. Wichmann | 150,000 | 215,000 | 365,000 | | Ellen M. Zane | 145,000 | 215,000 | 360,000 |

  33. 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 2025. 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 value 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, 2025. 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 2025 Annual Meeting of Stockholders, Ms. Morano and Dr. Pegus each elected to receive 50% of their cash compensation in equity in lieu of cash, in the form of restricted stock and deferred restricted stock units, respectively. Each award vests on the day of the Annual Meeting; however, the deferred restricted stock units are not settled in shares until the director’s separation from service on the Board. Information about the equity grants described in this footnote is included in the following table.

  34. Director Compensation Table

    | Name | Equity Award Type | Grant Date | Number of Units (#) | Grant Date Fair Value ($) | Vesting Date | | Susan E. Morano | Restricted Stock | May 8, 2025 | 605 | 62,000 | April 30, 2026 | | Cheryl Pegus | Deferred Restricted Stock Unit | May 8, 2025 | 605 | 62,000 | April 30, 2026 |

  35. Director Compensation Table

    (4)Each non-employee director elected at our 2025 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 following table reports annual equity awards granted to our non-employee directors during 2025:

  36. Director Compensation Table

    | 40 | 2026 Proxy Statement |

  37. Director Compensation Table

    | Name | Equity Award-Type | Grant Date | Number of Shares/Units (#) | Grant Date Fair Value ($) | Vesting Date | | Yoshiaki Fujimori | Restricted Stock | May 8, 2025 | 2,081 | 215,000 | April 30, 2026 | | David C. Habiger | Restricted Stock | May 8, 2025 | 2,081 | 215,000 | April 30, 2026 | | Edward J. Ludwig | Restricted Stock | May 8, 2025 | 2,081 | 215,000 | April 30, 2026 | | Jessica L. Mega | Restricted Stock | May 8, 2025 | 2,081 | 215,000 | April 30, 2026 | | Susan E. Morano | Restricted Stock | May 8, 2025 | 2,081 | 215,000 | April 30, 2026 | | Cheryl Pegus | Deferred Restricted Stock Unit | May 8, 2025 | 2,081 | 215,000 | April 30, 2026 | | John E. Sununu | Restricted Stock | May 8, 2025 | 2,081 | 215,000 | April 30, 2026 | | David S. Wichmann | Restricted Stock | May 8, 2025 | 2,081 | 215,000 | April 30, 2026 | | Ellen M. Zane | Restricted Stock | May 8, 2025 | 2,081 | 215,000 | April 30, 2026 |

  38. 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, 2025:

  39. Director Compensation Table

    | Name | Outstanding Restricted Stock | Outstanding Deferred Restricted Stock Units | | Yoshiaki Fujimori | 2,081 | 36,697 | | David C. Habiger | 2,081 | — | | Edward J. Ludwig | 2,081 | 44,366 | | Jessica L. Mega | 2,081 | — | | Susan E. Morano | 2,686 | 3,953 | | Cheryl Pegus | — | 5,893 | | John E. Sununu | 2,081 | 81,757 | | David S. Wichmann | 2,081 | 6,389 | | Ellen M. Zane | 2,081 | — |

  40. Director Compensation Table

    For more information on the beneficial ownership of our shares by our directors, please see Certain Beneficial Ownership Matters on page 44. (5)Mr. Dockendorff did not stand for reelection to our Board at our May 1, 2025 Annual Meeting of Stockholders when his term ended.

  41. Director Compensation Table

    | 2026 Proxy Statement | 41 |

  42. Pay for Performance

    Pay for Performance Our short- and long-term incentive plans incorporate metrics designed to align with the objectives of driving profitable growth and rewarding Company and individual performance consistent with our strategic imperatives. Significant portions of executive compensation are tied to Company performance across a range of key metrics, and the value delivered under these programs is designed to, and continues to be, closely aligned with long-term stockholder value. These metrics reflect the results of the strategic imperatives that guide our business. 2025 Annual Bonus Plan: Pursuant to our 2025 Annual Bonus Plan (ABP), a single Company-wide Applicable Distribution Percentage was determined based on the Company’s performance measured against Company financial metrics of Adjusted Net Sales(1), Adjusted Earnings Per Share (Adjusted EPS)(1) and Adjusted Operating Income Margin (Adjusted OIM)(1), each as calculated in accordance with the 2025 ABP, and was used to determine the final bonus payout for each participating employee, including our executive officers. The Applicable Distribution Percentage could be further modified based on the Company’s performance against environmental, social and governance (ESG) and quality objectives. Refer to Short-Term Incentives on page 60 for further information on our 2025 ABP.

  43. Pay for Performance

    (1)Adjusted Net Sales, Adjusted EPS and Adjusted OIM, each as calculated in accordance with the 2025 ABP, are non-GAAP financial measures. Adjusted OIM was first added to the ABP in 2024. 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. 2025 Long-Term Incentives: Fifty percent (50%) of our 2025 long-term incentive awards granted to our executive officers were in the form of performance-based RSUs pursuant to our 2025 Organic Net Sales Growth Performance Share Program (ONSG PSP) and 2025 relative Total Shareholder Return Performance Share Program (rTSR PSP). The structures of each of the 2025 ONSG PSP and rTSR PSP were unchanged from the 2024 programs, as further discussed below in Long-Term Incentives on page 66.

  44. Pay for Performance

    | Performance Share Programs | | | 2025 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. | | 2025 rTSR PSP | The rTSR PSP is substantially similar to the 2024 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. |

  45. Results for 2025 ABP and Long-Term Incentive Plans

    Results for 2025 ABP and Long-Term Incentive Plans Below is a summary of our 2025 results for the financial metrics in the Company’s short- and long-term incentive plans.

  46. Results for 2025 ABP and Long-Term Incentive Plans

    | ABP Financial Metrics | | | | | 2025 Reported Results | $20.074 billion GAAP Net Sales | $1.94 GAAP Net Income Per Share | 18.0% GAAP Operating Income Margin | | 2025 Adjusted Results for ABP | $19.931 billion Adjusted Net Sales(1)(2) | $3.06 Adjusted Net Income Per Share (Adjusted EPS)(1)(2) | 28.0% Adjusted Operating Income Margin(1)(2) | | rTSR and ONSG PSP Financial Metrics | | | | | 119.29% 3-year rTSR(4) For 2023 rTSR PSP | | 16.6% Average GAAP Net Sales Growth 2023 - 2025 | | | | | 14.8% Average Organic Net Sales Growth(1)(2) 2023 - 2025 For 2023 ONSG PSP(3) | |

  47. Results for 2025 ABP and Long-Term Incentive Plans

    (1)Adjusted Net Sales, Adjusted EPS, Adjusted OIM and ONSG are non-GAAP financial measures. Adjusted OIM was first added to the ABP in 2024. 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. (2)As used in the 2025 ABP, (i) Adjusted Net Sales excludes foreign currency fluctuations and the impact of net sales from certain acquisitions completed after the establishment of the internal financial plan, as applicable, (ii) Adjusted EPS excludes the impact of certain charges (credits) which may include amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), investment portfolio net losses (gains) and impairments, restructuring and restructuring-related net charges (credits), litigation-related net charges (credits), European Union (EU) Medical Device Regulation (MDR) implementation costs, debt extinguishment net charges, deferred tax expenses (benefits) and discrete tax items and (iii) Adjusted OIM reflects the Company’s adjusted operating income (GAAP revenue less cost of goods sold less operating expenses, adjusted for certain items consistent with those excluded to determine Adjusted EPS) as a percentage of net sales. ONSG excludes the impact of foreign currency fluctuations and certain acquisitions and divestitures for which there is less than a full period of comparable net sales. (3)2023 ONSG PSP had a three-year performance period, comparing actual ONSG performance against our financial plan for the period from January 1, 2023 to December 31, 2025. (4)Three-year rTSR for the period from January 1, 2023 to December 31, 2025. Please see 2025 Relative Total Shareholder Return Performance Share Program on page 81 for how we calculate rTSR. We maintain a disciplined approach to the management of our incentive compensation programs. Each year, we set ambitious yet achievable program targets, taking into consideration relevant, reasonably foreseeable company-specific and macroeconomic conditions, to appropriately motivate employees. In general, we strive to set targets that are aligned with our corporate goals, including our operating plan and external guidance, and that are structured to increase year-over-year.

  48. Results for 2025 ABP and Long-Term Incentive Plans

    | 50 | 2026 Proxy Statement |

  49. Results for 2025 ABP and Long-Term Incentive Plans

    Below is a historical view of our approach to setting targets and actual achieved results for the Adjusted Net Sales, Adjusted EPS and Adjusted OIM metrics under our ABP. (1)Adjusted Net Sales (actual and targets; amounts shown in millions), Adjusted EPS (actual and targets) and Adjusted OIM (actual and targets) are non-GAAP financial measures. Adjusted OIM was first added to the ABP in 2024. 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. When performance is below target, we have not had a practice of resetting targets, funding schedules or vesting schedules to generate higher payouts. In addition, where below target performance results in a lower payout, we do not supplement executive compensation with off-cycle grants to offset the impact. Over time, we have made targeted structural adjustments to our programs to reinforce our pay-for-performance strategy, including in 2023 replacing our Free Cash Flow PSP with the ONSG PSP, which has a three-year rather than a one-year performance period. In 2024, we added Adjusted OIM as a financial metric 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 employee engagement and environmental goals, while retaining the quality modifier. Together, these financial metrics and modifiers reflect our commitment to strong operational execution, sustainable performance, and quality outcomes aligned with our strategic initiatives.

  50. 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 2023, 2024 and 2025 columns were calculated as follows: •the values of the annual equity awards granted on February 14, 2023, February 12, 2024 and February 13, 2025 were determined in accordance with FASB ASC Topic 718, as described in the footnotes to the Summary Compensation Table beginning on page 76; •the actual ABP award for 2023, 2024 and 2025; and •the annual base salary earned in 2023, 2024 and 2025. (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 2022 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 2025 (i) at “target” opportunity as considered by our Compensation Committee; (ii) as disclosed in our Summary Compensation Table on page 76; and (iii) as “realizable” at December 31, 2025. These values were calculated using the 2025 base salary, annual equity incentives and ABP award amounts for our CEO as set forth in the table following this chart.

  51. 2025 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 2025 | Target 2025 ABP Award | Annual equity awards granted on February 13, 2025, 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 2025 | Actual 2025 ABP Award | Annual equity awards granted on February 13, 2025, with the value of each award determined in accordance with FASB ASC Topic 718. | | Realizable | Annual base salary earned in 2025 | Actual 2025 ABP Award | Annual equity awards granted on February 13, 2025, 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 2025 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 2025; (c) rTSR performance-based RSUs valued using 130% of the target rTSR performance-based RSUs due to the Company’s rTSR rank being 61st percentile (130% of the target number of units multiplied by the closing price of our common stock on the last trading day of 2025); and (d) ONSG performance-based RSUs valued using 200% due to 2025 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 2025). |

  52. 2025 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 decrease in our common stock’s closing price on the last trading day of fiscal 2025 ($95.35) compared to its closing price on February 13, 2025 ($106.14), the grant date for the 2025 annual equity awards; •the rTSR performance-based RSUs granted in 2025 tracking at 130% of target as of December 31, 2025 due to the Company’s 61st percentile rTSR rank; and •the ONSG performance-based RSUs granted in 2025 tracking at 200% of target as of December 31, 2025 due to 2025 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 remains “at-risk” and its value continues to vary until the completion of applicable vesting periods or, in the case of stock options, the exercise date for each of the equity awards. The chart on the following page further illustrates the relationship between CEO pay and the Company’s performance and provides a longer-term view of our CEO’s realizable pay, which represents 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 year presented, except that equity awards are valued at December 31 of each respective year, rather than December 31, 2025. TSR is calculated in accordance with the methodology described in the 2025 Relative Total Shareholder Return Performance Share Program section of this Proxy Statement and is based on $100 invested on December 31, 2021.

  53. 2025 Target Total Direct Compensation of NEOs

    2025 Target Total Direct Compensation of NEOs A significant portion of our executives’ target TDC is tied to at-risk, performance-based incentive opportunities. For 2025, approximately 92.3% of the target value of the primary elements of TDC for our CEO and approximately 83.6% of our other NEOs as a group, other than Mr. Monson who was not then an executive officer, consisted of at-risk, performance-based incentive compensation, including both short-term (ABP awards) and long-term incentives (performance- and service-based equity awards and stock options). The percentages shown were calculated using 2025 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 53.

  54. 2025 Target Total Direct Compensation of NEOs

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

  55. Executive Compensation Program Best Practices

    | Use mix of short- and long-term incentive compensation with an emphasis on long-term incentives. Use mix of fixed and variable compensation, with an emphasis on 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 when the surviving or acquiring entity substitutes or assumes outstanding equity awards. Maintain stock ownership guidelines for executives and directors. | Maintain discretionary and Dodd-Frank clawback policies for the recovery of all or a portion of certain incentive compensation awards under certain circumstances. Calibrate internal pay equity and performance when formulating compensation decisions. Compare compensation and benefits practices, levels and mix against peer group companies. Engage an independent compensation consultant that reports directly to the Compensation Committee. Assess the risks associated with our incentive compensation policies and programs. |

  56. Executive Compensation Program Best Practices

    | Do not provide income tax gross-ups, except in limited circumstances related to relocation benefits. Do not provide excise tax gross-ups on severance or other payments in connection with a change in control. | Do not permit pledging or hedging of the economic value of our common stock by executives or directors. Do not permit the repricing of underwater stock options without stockholder approval. |

  57. 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, encompassing 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 Company culture, inclusion, and 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. |

  58. Compensation Peer Group

    Compensation Peer Group The Compensation Committee uses competitive market analysis as a factor in its decision-making process and reviews peer group data to inform its judgments regarding executive compensation. 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 markets in which we compete for top talent, and competitive levels and mix of target compensation opportunities provided to our executives. Our peer group consists of companies that (i) operate in comparable industries with respect to our customer base and/or product offerings, including healthcare equipment and services, pharmaceuticals, biotechnology and life sciences; and (ii) in the aggregate, are generally comparable in size to the Company, 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 2025 compensation levels are listed on the following page.

  59. Compensation Peer Group

    | 2026 Proxy Statement | 57 |

  60. 2025 Peer Companies

    2025 Peer Companies

  61. 2025 Peer Companies

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

  62. 2025 Peer Companies

    For the 2025 peer group, median revenue was approximately $15.93 billion for the trailing four quarters ended December 31, 2025 (or the latest reported trailing four quarters for peers with a non-year end fiscal year), and median market capitalization was approximately $52.4 billion as of December 31, 2025. The Company’s revenue was $20.07 billion for the year ended December 31, 2025, placing the Company at the 53rd percentile of the peer group. The Company’s market capitalization was approximately $141 billion as of December 31, 2025, placing the Company at the 71st percentile of the peer group. In establishing 2025 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.

  63. 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, engagement 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 |

  64. Short-Term Incentives

    Short-Term Incentives Our Compensation Committee annually reviews the design of our ABP and makes refinements, as appropriate, to help ensure continued alignment with our executive compensation strategy and core compensation program objectives. In finalizing the design for 2025, our Compensation Committee retained many of the provisions of our 2024 ABP, which was designed to reinforce our “pay-for-performance” strategy, align short-term incentives with key financial and operational measures and the long-term interests of our stockholders, and incentivize and reward individual performance. In the 2025 ABP, we maintained Adjusted OIM as a financial metric to reinforce the Company’s continued focus on adjusted operating margin expansion and utilized an ESG modifier that can increase or decrease the company-wide Applicable Distribution Percentage, based on the Company’s progress towards ESG goals. The 2025 ABP also 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 against quality objectives. In April 2025, upon the recommendation of the Compensation Committee, the Board approved an amendment to our 2025 ABP to adjust the composition of the ESG modifier. As amended, the ESG modifier reflects environmental and employee engagement metrics, and is referred to as our Corporate Sustainability goals in the Company’s 2026 annual bonus plan to reflect the focus of these metrics.

  65. Short-Term Incentives

    | 60 | 2026 Proxy Statement |

  66. Calculation of Awards Under the 2025 Annual Bonus Plan

    Calculation of Awards Under the 2025 Annual Bonus Plan The actual amount of an executive’s ABP award is ultimately determined as follows:

  67. Calculation of Awards Under the 2025 Annual Bonus Plan

    | Annual Base Salary (as of December 31) | | Target Annual Bonus (60% - 160% of Base Salary) | | Applicable Distribution Percentage (0% - 150%) | | Individual Performance Modifier (0% - 150%) | | ABP Award (0% - 225% of Target Award Opportunity) |

  68. Applicable Distribution Percentage Based on Company Performance Against Financial Metrics and Modifiers

    Applicable Distribution Percentage Based on Company Performance Against Financial Metrics and Modifiers The 2025 ABP includes 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 applying a range of 0% to 150% to the total target annual bonuses for all plan participants, depending on Company performance. In addition, the aggregate bonus pool includes a dynamic bonus pool of up to 10% of total target annual bonuses for all plan participants, which enables additional differentiation of individual performance through an Individual Performance Modifier. Consistent with prior years, the 2025 ABP maintains a maximum award opportunity of 225% of target for all participants. The Applicable Distribution Percentage is determined by the Compensation Committee based on the Company’s performance measured against key financial metrics, thereby reinforcing the importance of the Company’s performance as a whole, which reflects the performance of each of our regions, businesses and functions. The Applicable Distribution Percentage may be further adjusted pursuant to ESG and quality modifiers, based on the Company’s performance towards ESG and quality goals. In the case of the ESG modifier, the distribution percentage may be increased or decreased based on performance towards employee engagement and environmental goals, and in the case of the quality modifier, the distribution percentage may be reduced based on the Compensation Committee’s assessment of the Company’s performance against quality objectives. The Compensation Committee selected Adjusted Net Sales, Adjusted EPS and Adjusted OIM as the 2025 ABP financial metrics and set the performance targets as follows:

  69. 2025 Annual Bonus Plan Awards Earned By Our NEOs

    2025 Annual Bonus Plan Awards Earned By Our NEOs

  70. 2025 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 | 2025 Target Award(1) | Applicable Distribution Percentage | Individual Performance Modifier | 2025 Actual ABP Award(1) | Actual Annual Award as % of Target | | Michael F. Mahoney | $1,450,000 | 160% | $2,320,000 | 150% | 115% | $4,002,000 | 173% | | Jonathan R. Monson | $700,000 | 80% | $560,000 | 150% | 100% | $840,000 | 150% | | Vance R. Brown | $665,000 | 75% | $499,000 | 150% | 120% | $898,000 | 180% | | Arthur C. Butcher | $750,000 | 90% | $675,000 | 150% | 100% | $1,013,000 | 150% | | Joseph M. Fitzgerald | $900,000 | 90% | $810,000 | 150% | 120% | $1,458,000 | 180% | | Daniel J. Brennan | $880,000 | 110% | $968,000 | 150% | 100% | $1,098,000(2) | 113% | | Jeffrey B. Mirviss | $705,000 | 75% | $529,000 | 150% | 100% | $793,000 | 150% |

  71. 2025 Annual Bonus Plan Awards Earned By Our NEOs

    (1)The annual base salary and 2025 Target and ABP awards are rounded to the nearest thousand. (2)The amount reflects a prorated annual bonus, representing 75.62% of the full-year opportunity, based on service through Mr. Brennan’s retirement effective October 3, 2025.

  72. 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 it continues to support our executive compensation strategy and core compensation program objectives. In designing the 2025 LTI Program, the Compensation Committee retained the same mix of equity award opportunities as under the prior LTI Program, which are intended to reinforce “pay-for-performance” and align executive compensation with important Company financial measures and the long-term interests of our stockholders. The key features and objectives of our 2025 equity vehicles are summarized in the table below.

  73. Long-Term Incentives

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

  74. 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 to further align the interests of our executives and stockholders. This alignment is achieved by tying vesting opportunities to the attainment of performance goals that serve as leading indicators of our financial health and our ability to create long-term stockholder value. Both the ONSG PSP and rTSR PSP have a three-year performance period and are designed to reinforce pay-for-performance by incentivizing the achievement of key long-term business performance objectives critical to the Company’s success.

  75. Long-Term Incentives

    | 66 | 2026 Proxy Statement |

  76. Long-Term Incentives

    The Compensation Committee continues to view ONSG and rTSR as appropriate measures of long-term success, as they support innovation, strong capital discipline, sustainable value creation, alignment with stockholder interests, and a pay-for-performance orientation.

  77. Long-Term Incentives

    | ONSG RSUs(1) ONSG performance-based RSUs align our executive compensation program with the interests of our stockholders by linking payouts to the achievement of a key financial objective measured against our internal financial plan. Performance is measured over a three-year period, with earned shares ranging between 0% and 200% of target based on actual organic net sales growth relative to planned organic net sales growth. ONSG performance-based RSUs generally vest at the end of the three-year performance period subject to satisfaction of both performance and continued service requirements. For 2025 ONSG RSUs, the performance schedule was as follows: | | | | •Threshold payout: Participants earn 50% of target ONSG performance-based RSUs if actual organic net sales growth achieves 62% of plan. •Target threshold: Participants earn 100% of target (target payout). •Below threshold/maximum payout: No shares are earned for performance below 62% of plan, and 200% of target shares are earned for performance at or above 138% of plan. •Interpolation: Payouts between threshold and maximum are determined by straight-line interpolation based on actual performance relative to plan. | Performance | Payout (% of Target) | | | >138% of plan | 200% | | | 100% of the plan | 100% | | | 62% of plan | 50% | | | <62% of plan | 0% | | rTSR RSUs(1) rTSR performance-based RSUs align our executive compensation program with the interests of our stockholders by measuring total shareholder return relative to the S&P 500 Health Care Index, which includes a majority of our peer companies. This design encourages executives to think like stockholders and make long-term, value-creating decisions. Performance is measured over a three-year period, with earned shares ranging from 0% and 200% of target based on actual rTSR performance. rTSR performance-based RSUs generally vest at the end of the three-year performance period, subject to the satisfaction of both performance and continued service requirements. For 2025 rTSR RSUs, the performance schedule was as follows: | | | | •Threshold payout: Participants earn 30% of target rTSR performance-based RSUs for performance at the 25th percentile of the S&P 500 Health Care Index (threshold payout). •Target payout: Participants earn 100% of target rTSR performance-based RSUs for performance at the 55th percentile of the S&P 500 Health Care Index (target payout). •Below threshold/maximum payout: No shares are earned for performance at or below the 25th percentile, and 200% of target shares are earned for performance at or above the 75th percentile. •Interpolation: Payouts between threshold and maximum are determined by straight-line interpolation based on actual performance relative to plan. | | | | | Performance | Payout (% of Target) | | | >75th percentile | 200% | | | 55th percentile | 100% | | | 25th percentile | 30% | | | <25th percentile | 0% |

  78. Long-Term Incentives

    | 2026 Proxy Statement | 67 |

  79. 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 the Company’s stock-price performance, while the vesting period serves as a retention mechanism and encourages executives to maintain a long-term share ownership perspective. •Time-based vesting: Vests in four equal annual installments, subject to continued service. •Stockholder alignment: Provides executive ownership and directly aligns value with changes in our stock price. | | Non-Qualified Stock Options Non-qualified stock options provide executives with the right to purchase shares of our common stock at an exercise price equal to the stock price on the date of grant. As a result, executives realize value only to the extent our stock price appreciates following the grant date, directly aligning compensation outcomes with long-term stockholder value creation. •Time based vesting: Vests in four equal annual installments, subject to continued service. •Pay-for-performance: Provides value only if our stock price increases above the grant-date exercise price •Exercise Period: Exercisable from the vest date through the tenth anniversary of the grant date |

  80. 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 80 and Annex A to this Proxy Statement.

  81. 2025 Long-Term Incentive Awards For Our NEOs

    2025 Long-Term Incentive Awards For Our NEOs In February 2025, our Compensation Committee approved long-term equity incentive awards for our NEOs based on target values as shown in the table below. In approving these awards, the Compensation Committee considered a range of external market data and internal factors, including equity performance, and future growth potential, and separately evaluated internal pay equity between the CEO and the other NEOs in light of competitive market data and the Company’s organizational structure.

  82. 2025 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 | | 35,330 | 35,330 | | 90,915 | | 35,330 | $15,000,000 | | Jonathan R. Monson(3) | | — | — | | — | | — | — | | Vance R. Brown | | 4,475 | 4,475 | | 11,515 | | 4,475 | $1,900,000 | | Arthur C. Butcher | | 8,950 | 8,950 | | 23,031 | | 8,950 | $3,800,000 | | Joseph M. Fitzgerald | | 11,188 | 11,188 | | 28,789 | | 11,188 | $4,750,000 | | Daniel J. Brennan(4) | | 8,950 | 8,950 | | 23,031 | | 8,950 | $3,800,000 | | Jeffrey B. Mirviss | | 5,181 | 5,181 | | 13,334 | | 5,181 | $2,200,000 |

  83. 2025 Long-Term Incentive Awards For Our NEOs

    (1)Our NEOs’ 2025 long-term incentive awards were granted on February 13, 2025. The stock options have an exercise price of $106.14 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. (3)Mr. Monson was not an executive officer at the time of the Company’s fiscal 2025 annual long-term incentive grant for executive officers and therefore did not participate in the LTI Program. Equity awards granted to Mr. Monson in 2025, including annual equity awards in the ordinary course for employees and awards granted in connection with his promotion to EVP and CFO, are described in the Grants of Plan-Based Awards Table beginning on page 79. Going forward, long-term incentive compensation grants for Mr. Monson will be evaluated annually in the normal course by the Compensation Committee, consistent with the Company’s LTI Program for its executive officers. (4)Mr. Brennan retired from the Company effective October 3, 2025. All equity awards granted to Mr. Brennan in fiscal year 2025 were forfeited in accordance with the applicable plan and award agreements, and no portion of such awards vested.

  84. 2025 Long-Term Incentive Awards For Our NEOs

    | 68 | 2026 Proxy Statement |

  85. 2025 Long-Term Incentive Awards For Our NEOs

    The number of ONSG and rTSR performance-based RSUs and service-based RSUs was calculated by dividing the target grant-date dollar value of each award by the closing price of our common stock on the date of grant. The number of stock options was determined by dividing the target grant-date dollar value of the award by the grant-date fair value of the option, as determined in accordance with FASB ASC Topic 718 Stock Compensation, as described in the footnotes to the Summary Compensation Table on page 76.

  86. Company Performance-Based RSUs — Results for Performance Period ended December 31, 2025

    Company Performance-Based RSUs — Results for Performance Period ended December 31, 2025 In February 2026, the Compensation Committee certified performance and approved the resulting payouts under the Company’s 2023 rTSR PSP and 2023 ONSG PSP, as reflected in the table below. Consistent with the Company’s pay-for-performance philosophy, 200% of target shares were awarded under both the 2023 rTSR PSP and 2023 ONSG PSP, based on performance over the three-year period ended December 31, 2025.(1)

  87. Company Performance-Based RSUs — Results for Performance Period ended December 31, 2025

    | Grant Year | Performance Metric | Achievement | NEO | RSUs Earned based on Achievement of Performance (#) | | 2023 | rTSR Percentile Performance Rank for the three-year period ended December 31, 2025 | 95th percentile rank relative to other companies in the S&P 500 Health Care Index 200% of target rTSR performance-based RSUs earned | Michael F. Mahoney | 132,190 | | | | | Vance R. Brown | 14,804 | | | | | Arthur C. Butcher | 25,380 | | | | | Joseph M. Fitzgerald | 34,898 | | | | | Daniel J. Brennan(2) | 32,106 | | | | | Jeffrey B. Mirviss | 22,208 | | 2023 | ONSG | 14.8% Average ONSG 2023 - 2025, which exceeded target and maximum goals in internal financial plan 200% of target ONSG performance-based RSUs earned | Michael F. Mahoney | 132,190 | | | | | Vance R. Brown | 14,804 | | | | | Arthur C. Butcher | 25,380 | | | | | Joseph M. Fitzgerald | 34,898 | | | | | Daniel J. Brennan(2) | 32,106 | | | | | Jeffrey B. Mirviss | 22,208 |

  88. Company Performance-Based RSUs — Results for Performance Period ended December 31, 2025

    (1)Mr. Monson is not included in this table as he was not an executive officer in 2023. (2)Performance-based RSUs earned by Mr. Brennan were pro-rated due to his retirement effective October 3, 2025.

  89. 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’ 2025 post-employment and change in control agreements are summarized below.

  90. 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 91.

  91. Change in Control Agreements

    Change in Control Agreements We have entered into change in control agreements with our executives, including our NEOs, and certain other key employees (Change in Control Agreements). The possibility of a change in control and the uncertainty it may create regarding continued employment following such an event may result in executive departure or distraction. The objective of our Change in Control Agreements is to promote retention and encourage the continued attention and dedication of our executives during a potentially critical period, even if they have concerns their position may be eliminated following or in connection with a change in control. Our Change in Control Agreements require both a change in control and a qualifying 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 and for vesting of equity awards to be accelerated 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 91.

  92. Change in Control Agreements

    | 2026 Proxy Statement | 71 |

  93. Clawback Policies

    Clawback Policies Our Compensation Committee adopted, effective 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 80 and 89. respectively.

  94. 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.

  95. 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.

  96. Christophe P. Weber

    Christophe P. Weber *Christophe P. Weber was appointed to the Compensation Committee on February 23, 2026, and did not participate in the decisions described in the Compensation, Discussion and Analysis prior to such date.

  97. Christophe P. Weber

    | 74 | 2026 Proxy Statement |

  98. Risk Assessment of Our Compensation Programs

    Risk Assessment of Our Compensation Programs With the assistance of the senior members of our Global Compensation and Benefits organization, certain senior executive officers, and the Compensation Committee’s independent compensation consultant, Semler Brossy, in February 2026 the Compensation Committee performed a risk assessment of our compensation programs and policies to evaluate whether their design or operation creates any undesired or unintentional risks of a material nature. Our risk assessment included two work streams.The first focused on enterprise risk and evaluated the nature and magnitude of risks across the Company’s business areas to assess whether our compensation programs may mitigate or exacerbate those risks. The second focused on compensation design risk and, based on work conducted by management and reviewed by Semler Brossy, examined potential risks arising from the design of our performance-based incentive compensation arrangements. As part of the compensation design risk assessment, the Compensation Committee considered, among other factors, the mix of fixed and variable compensation; the balance of short- and long-term incentives; the mix of long-term equity vehicles; the selection and weighting of performance metrics; measurement periods and payout timing; the use of discretion and caps on short-term incentives; award size, vesting schedules and performance and other terms of long-term equity incentives; and other incentive opportunities and their features. The assessment also considered our incentive compensation recovery policies, including under our Dodd-Frank Clawback Policy and discretionary clawback policies, executive stock ownership guidelines, and prohibitions on hedging and pledging. Finally, the Compensation Committee evaluated the results of the enterprise risk and compensation design risk assessments on a combined basis and on a business area-by-business area basis. Following this review and a discussion with management, the Compensation Committee concluded that it continues to believe that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

  99. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation for each of our NEOs for the years ended December 31, 2025, 2024 and 2023. For a narrative description of material factors helpful to understand the information disclosed in the table below for 2025, please see the Compensation Discussion & Analysis section of this Proxy Statement and the narrative to this table.

  100. 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 | 2025 | 1,442,603 | 13,608,056 | 3,749,980 | 4,002,001 | 441,611 | 287,799 | 23,532,050 | | Chairman of the Board, President and Chief Executive Officer | 2024 | 1,400,000 | 12,229,998 | 3,562,493 | 3,743,250 | 291,666 | 193,394 | 21,420,801 | | | 2023 | 1,400,000 | 10,472,753 | 3,124,984 | 3,244,150 | 291,667 | 190,181 | 18,723,735 | | Jonathan R. Monson | 2025 | 591,848 | 1,624,898 | 1,170,504 | 840,000 | 1,817,976 | 38,453 | 6,083,679 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | Vance R. Brown | 2025 | 659,086 | 1,723,636 | 474,960 | 897,751 | 119,925 | 45,286 | 3,920,644 | | Senior Vice President, General Counsel and Corporate Secretary | | | | | | | | | | Arthur C. Butcher | 2025 | 744,822 | 3,447,272 | 949,962 | 1,012,501 | 160,495 | 219,667 | 6,534,719 | | Executive Vice President and Group President, MedSurg and Asia Pacific | 2024 | 708,884 | 2,402,895 | 699,995 | 957,206 | 205,431 | 39,036 | 5,013,447 | | | 2023 | 672,077 | 2,010,731 | 599,998 | 756,872 | 171,680 | 44,806 | 4,256,164 | | Joseph M. Fitzgerald | 2025 | 892,604 | 4,309,282 | 1,187,463 | 1,458,001 | 149,990 | 45,657 | 8,042,997 | | Executive Vice President and Group President, Cardiovascular | 2024 | 842,360 | 3,089,627 | 899,991 | 1,319,632 | 149,877 | 34,317 | 6,335,804 | | | 2023 | 793,560 | 2,764,794 | 825,000 | 1,016,657 | 165,136 | 27,372 | 5,592,519 | | Daniel J. Brennan (8) | 2025 | 660,990 | 3,447,272 | 949,962 | 1,098,004 | 89,930 | 36,738 | 6,282,896 | | Former Executive Vice President and Chief Financial Officer | 2024 | 843,146 | 3,261,199 | 949,983 | 1,472,667 | 134,862 | 25,148 | 6,687,005 | | | 2023 | 801,528 | 2,764,794 | 825,000 | 1,323,938 | 90,210 | 23,677 | 5,829,147 | | Jeffrey B. Mirviss | 2025 | 702,042 | 1,995,566 | 549,989 | 793,126 | 59,998 | 59,238 | 4,159,959 | | Executive Vice President and President, Peripheral Interventions | 2024 | 680,411 | 1,887,957 | 549,993 | 770,627 | 89,996 | 48,092 | 4,027,076 | | | 2023 | 652,646 | 1,759,429 | 524,992 | 734,422 | 60,008 | 51,498 | 3,782,995 |

  101. Summary Compensation Table

    (1)The amounts in this column for 2025 reflect an amount calculated by prorating the 2024 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 2025. (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 2023, 2024 and 2025 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 2025 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, 2025 and ending on December 31, 2027. For additional information with respect to these performance-based RSUs, including the vesting schedule thereof, please

  102. Summary Compensation Table

    | 76 | 2026 Proxy Statement |

  103. Summary Compensation Table

    see 2025 Relative Total Shareholder Return Performance Share Program and 2025 Organic Net Sales Growth Performance Share Program on pages 81 and 82, respectively. The grant date fair value of the 2025 rTSR performance-based RSUs was determined using a Monte Carlo simulation methodology, utilizing the following key assumptions:

  104. Summary Compensation Table

    | Stock price on date of grant | $106.14 | | Risk-free rate | 4.26% | | Measurement period (in years) | 2.88 |

  105. Summary Compensation Table

    The rTSR performance metric for the 2025 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 on page 76. The grant date fair value of the 2025 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 2025 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, 2025 through December 31, 2025 (instead of through the end of the 2025 ONSG PSP performance period of December 31, 2027) at or above 138% of the financial plan, are as follows: $7,499,852 for Mr. Mahoney, $949,953 for Mr. Brown, $1,899,906 for Mr. Butcher, $2,374,989 for Mr. Fitzgerald, and 1,099,823 for Mr. Mirviss. Mr. Monson did not receive ONSG performance-based RSUs in 2025, and all equity awards, including performance-based RSUs, granted to Mr. Brennan in fiscal year 2025 were forfeited on his retirement from the Company effective October 3, 2025. 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 2025, please see Grants of Plan-Based Awards Table on page 79. For a more detailed description of the assumptions used in determining grant date fair values of RSUs granted in 2025, please see Note K— Stock Incentive and Purchase Plans to our 2025 consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025. (3)The amounts included in the “Option Awards” column represent the aggregate grant date fair value of all stock options granted during each of 2023, 2024 and 2025 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 2025, please see Note K — Stock Incentive and Purchase Plans to our 2025 consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025. For more information regarding the stock option awards we granted in 2025, please see Grants of Plan-Based Awards Table on page 79. (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 2025 ABP Awards, please see Short-Term Incentives and Nonqualified Deferred Compensation on pages 60 and 90, 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. Mr. Monson became eligible to participate in the Executive Retirement Plan as of January 1, 2025. As such the amount disclosed for him in this column reflects the full present value of the accumulated benefit under the plan. Please see the narrative and related footnotes to the Defined Benefit Retirement Plan table on page 89 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.

  106. Summary Compensation Table

    | 2026 Proxy Statement | 77 |

  107. Summary Compensation Table

    (6)The amounts shown for 2025 in the “All Other Compensation” column are composed of the following components:

  108. Summary Compensation Table

    | Name | Match (401(k) Plan) ($)(a) | Aircraft ($)(b) | Term Life Insurance ($)(c) | Financial Planning ($)(d) | Cybersecurity and Digital Monitoring ($)(e) | Overseas & Relocation Expenses (including related Tax Gross-ups) ($)(f) | Other ($)(g) | Total All Other Compensation ($) | | Michael F. Mahoney | 21,000 | 225,000 | 7,524 | 14,055 | 17,000 | — | 3,220 | 287,799 | | Jonathan R. Monson | 21,000 | — | 1,454 | 4,650 | 5,449 | — | 5,900 | 38,453 | | Vance R. Brown | 21,000 | — | 2,996 | 14,055 | 7,056 | — | 179 | 45,286 | | Arthur C. Butcher | 21,000 | — | 3,582 | 11,240 | 7,848 | 169,614 | 6,383 | 219,667 | | Joseph M. Fitzgerald | 21,000 | — | 6,664 | 11,108 | 6,171 | — | 714 | 45,657 | | Jeffrey B. Mirviss | 21,000 | — | 5,165 | 14,055 | 8,034 | — | 10,984 | 59,238 | | Daniel J. Brennan | 21,000 | — | 5,124 | — | 7,499 | — | 3,115 | 36,738 |

  109. Summary Compensation Table

    (a)Amounts in the “Match (401(k) Plan)” 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 $225,000 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. Mr. Mahoney’s 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. From time to time, we may permit family members of Executive Officers to accompany such officers on business travel aboard our corporate aircraft. In 2025, Mr. Fitzgerald was accompanied by two family members on a single business flight, which resulted in no incremental cost to the Company. 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 aircraft 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 2025 as a result of disallowed deductions related to personal use under Internal Revenue Service rules. For 2025, the reflected amounts exclude $1,255,281 of disallowed corporate income tax deductions attributable to the personal use of the corporate aircraft during the year by Mr. Mahoney and $15,191 in disallowed corporate income tax deductions attributable to Mr. Fitzgerald’s family member use. (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 U.S.-based executive officers. Executive officers located outside of the U.S. are eligible for reimbursement. (e)Amounts in the "Cybersecurity and Digital Monitoring” column consist of the aggregate incremental cost to the Company of fees paid to a third-party service provider for cybersecurity and digital monitoring services, which are available to our executive officers, including our NEOs, and other employees identified to be at elevated risk due to their roles. Amounts may differ among executive officers based on eligibility and the period during which such services were provided during fiscal 2025. In the case of Mr. Mahoney, these services also include limited monitoring coverage for certain family members. (f)Mr. Butcher has continued to receive benefits in connection with his prior overseas assignment in Singapore and relocation to the Company’s headquarters in Massachusetts in 2022. These benefits are valued on the basis of the aggregate incremental cost to the Company and reflect amounts accrued for payment or paid to the service provider or Mr. Butcher, as applicable. The amount in the “Overseas & Relocation Expenses (including related Tax Gross-ups)” column includes $87,606 in tax payments and tax-related services and $82,008 for tax gross-ups, each related to benefits received in 2025. (g)Amounts in the “Other” column consist of the costs of miscellaneous gifts/prizes and annual physical examinations, where applicable. (7)The sum of the components reported may not equal the total amount reported due to rounding. (8)Mr. Brennan retired from the Company effective October 3, 2025. His annual incentive compensation for fiscal year 2025 was prorated based on service through his retirement date. In accordance with the applicable plan and award agreements, all equity awards granted to Mr. Brennan in fiscal year 2025 were forfeited upon his retirement, and no portion of such awards vested.

  110. Summary Compensation Table

    | 78 | 2026 Proxy Statement |

  111. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The table below presents information regarding awards granted under the Company’s 2025 ABP and 2011 LTIP, including those pursuant to the Company’s 2025 Performance Share Programs, during the year ended December 31, 2025. 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.

  112. 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 | | | — | 2,320,001 | 5,220,002 | | | | | | | | | 2/13/2025(6) | | 2/11/2025 | | | | 10,599 | 35,330 | 70,660 | | | | 6,108,203 | | 2/13/2025(7) | | 2/11/2025 | | | | 17,665 | 35,330 | 70,660 | | | | 3,749,926 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | 35,330 | | | 3,749,926 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | | 90,915 | 106.14 | 3,749,980 | | Jonathan R. Monson | | | — | 560,000 | 1,260,000 | | | | | | | | | 2/13/2025(8) | | 2/11/2025 | | | | | | | 7,066 | | | 749,985 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | | 7,165 | 106.14 | 295,535 | | 7/1/2025 (9) | | 4/18/2025 | | | | | | | 8,350 | | | 874,913 | | 7/1/2025 (9) | | 4/18/2025 | | | | | | | | 22,173 | 104.78 | 874,969 | | Vance R. Brown | | | — | 498,750 | 1,122,188 | | | | | | | | | 2/13/2025(6) | | 2/11/2025 | | | | 1,342 | 4,475 | 8,950 | | | | 773,684 | | 2/13/2025(7) | | 2/11/2025 | | | | 2,237 | 4,475 | 8,950 | | | | 474,977 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | 4,475 | | | 474,977 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | | 11,515 | 106.14 | 474,960 | | Arthur C. Butcher | | | — | 675,000 | 1,518,750 | | | | | | | | | 2/13/2025(6) | | 2/11/2025 | | | | 2,685 | 8,950 | 17,900 | | | | 1,547,365 | | 2/13/2025(7) | | 2/11/2025 | | | | 4,475 | 8,950 | 17,900 | | | | 949,953 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | 8,950 | | | 949,953 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | | 23,031 | 106.14 | 949,962 | | Joseph M. Fitzgerald | | | — | 810,001 | 1,822,502 | | | | | | | | | 2/13/2025(6) | | 2/11/2025 | | | | 3,356 | 11,188 | 22,376 | | | | 1,934,293 | | 2/13/2025(7) | | 2/11/2025 | | | | 5,594 | 11,188 | 22,376 | | | | 1,187,494 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | 11,188 | | | 1,187,494 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | | 28,789 | 106.14 | 1,187,463 | | Daniel J. Brennan(10) | | | — | 968,001 | 2,178,002 | | | | | | | | | 2/13/2025(6) | | 2/11/2025 | | | | 2,685 | 8,950 | 17,900 | | | | 1,547,365 | | 2/13/2025(7) | | 2/11/2025 | | | | 4,475 | 8,950 | 17,900 | | | | 949,953 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | 8,950 | | | 949,953 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | | 23,031 | 106.14 | 949,962 | | Jeffrey B. Mirviss | | | — | 528,751 | 1,189,689 | | | | | | | | | 2/13/2025(6) | | 2/11/2025 | | | | 1,554 | 5,181 | 10,362 | | | | 895,743 | | 2/13/2025(7) | | 2/11/2025 | | | | 2,590 | 5,181 | 10,362 | | | | 549,911 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | 5,181 | | | 549,911 | | 2/13/2025(8) | | 2/11/2025 | | | | | | | | 13,334 | 106.14 | 549,989 |

  113. Grants of Plan-Based Awards Table

    | 2026 Proxy Statement | 79 |

  114. Grants of Plan-Based Awards Table

    (1)The amounts in these columns reflect target and maximum payouts under the 2025 ABP. There is no threshold-level payout under the 2025 ABP. The maximum possible payout under the 2025 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 2025 ABP is reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table on page 76. For additional information about our 2025 ABP and a discussion of how these amounts are determined, please see Short-Term Incentives and 2025 Annual Bonus Plan on pages 60 and 94, respectively. (2)The amounts in these columns reflect threshold, target and maximum share issuance under our 2025 rTSR PSP and 2025 ONSG PSP. The target performance-based RSUs awarded under these programs were granted to our NEOs in February 2025 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 2025 rTSR PSP and 2025 ONSG PSP, please see footnotes 6 and 7 to this table below. (3)With the exception of the awards granted to Mr. Monson on July 1, 2025 in connection with his promotion to Executive Vice President and CFO, which grants were approved by the Compensation Committee on April 18, 2025, the Compensation Committee approved the awards in this table on February 11, 2025, with a grant date of February 13, 2025. (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 in effect on the applicable grant date during fiscal year 2025. (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 76. (6)These awards were granted pursuant to our 2025 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 2025 rTSR PSP. For additional information about our 2025 rTSR PSP and a discussion of how these amounts are determined, please see 2025 Relative Total Shareholder Return Performance Share Program on page 81. (7)These awards were granted pursuant to our 2025 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 2025 ONSG PSP. For additional information about our 2025 ONSG PSP and a discussion of how these amounts are determined, please see 2025 Organic Net Sales Growth Performance Share Program on page 82. (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. The awards granted to Mr. Monson were made prior to his mid-year promotion to Executive Vice President and CFO and were not part of the LTI Program for executive officers. (9)These awards were granted in connection with Mr. Monson’s mid-year promotion to Executive Vice President and CFO, effective July 1, 2025. (10)Mr. Brennan retired from the Company effective October 3, 2025. Accordingly, his fiscal year 2025 annual incentive compensation was prorated based on service through his retirement date. All equity awards granted to Mr. Brennan in fiscal year 2025 were forfeited in accordance with the applicable plan and award agreements, and no portion of such awards vested.

  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 2025 ABP, 2025 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 2025, please see the Compensation Discussion & Analysis section in this Proxy Statement beginning on page 48.

  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, 2025.

  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 | 2/28/2017 | 148,221 | — | 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 | 235,849 | — | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 139,521 | 46,508 | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 85,992 | 85,992 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | 36,129 | 108,387 | 64.99 | 2/12/2034 | | | | | | | 2/13/2025 | — | 90,915 | 106.14 | 2/13/2035 | | | | | | | 2/16/2022 | | | | | 16,265 | 1,550,868 | | | | | 2/14/2023 | | | | | 33,048 | 3,151,127 | | | | | 2/12/2024 | | | | | 41,112 | 3,920,029 | | | | | 2/13/2025 | | | | | 35,330 | 3,368,716 | | | | | 2/14/2023 | | | | | 132,190(4) | 12,604,317 | | | | | 2/14/2023 | | | | | 132,190(5) | 12,604,317 | | | | | 2/12/2024 | | | | | | | 109,632(6) | 10,453,411 | | | 2/13/2025 | | | | | | | 70,660(7) | 6,737,431 | | | 2/12/2024 | | | | | | | 109,632(8) | 10,453,411 | | | 2/13/2025 | | | | | | | 70,660(9) | 6,737,431 | | Jonathan R. Monson | 2/15/2018 | 12,004 | — | 27.09 | 2/15/2028 | | | | | | | 2/21/2019 | 8,605 | — | 40.12 | 2/21/2029 | | | | | | | 7/1/2019 | 10,692 | — | 42.90 | 7/1/2029 | | | | | | | 2/18/2020 | 10,346 | — | 42.16 | 2/18/2030 | | | | | | | 2/17/2021 | 14,299 | — | 37.50 | 2/17/2031 | | | | | | | 8/2/2021 | 15,503 | — | 45.88 | 8/2/2031 | | | | | | | 2/16/2022 | 9,885 | 3,295 | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 6,350 | 6,352 | 47.28 | 2/14/2033 | | | | | | | 12/1/2023 | — | 10,543 | 56.14 | 12/1/2033 | | | | | | | 2/12/2024 | 3,545 | 10,635 | 64.99 | 2/12/2034 | | | | | | | 2/13/2025 | — | 7,165 | 106.14 | 2/13/2035 | | | | | | | 7/1/2025 | — | 22,173(10) | 104.78 | 7/1/2035 | | | | | | | 2/16/2022 | | | | | 990 | 94,397 | | | | | 2/14/2023 | | | | | 2,116 | 201,761 | | | | | 12/1/2023 | | | | | 3,562 | 339,637 | | | | | 2/12/2024 | | | | | 3,462 | 330,102 | | | | | 7/1/2025 | | | | | 8,350(10) | 796,173 | | | | | 2/13/2025 | | | | | 7,066 | 673,743 | | |

  118. Outstanding Equity Awards at Fiscal Year End Table

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  119. Outstanding Equity Awards at Fiscal Year End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | 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) | | Vance R. Brown | 2/21/2019 | 10,757 | — | 40.12 | 2/21/2029 | | | | | | | 2/18/2020 | 12,030 | — | 42.16 | 2/18/2030 | | | | | | | 2/17/2021 | 14,299 | — | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 15,771 | 5,258 | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 9,630 | 9,632 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | 3,803 | 11,409 | 64.99 | 2/12/2034 | | | | | | | 2/13/2025 | — | 11,515 | 106.14 | 2/13/2035 | | | | | | | 2/16/2022 | | | | | 1,839 | 175,349 | | | | | 2/14/2023 | | | | | 3,702 | 352,986 | | | | | 2/12/2024 | | | | | 4,328 | 412,675 | | | | | 2/13/2025 | | | | | 4,475 | 426,691 | | | | | 2/14/2023 | | | | | 14,804(4) | 1,411,561 | | | | | 2/14/2023 | | | | | 14,804(5) | 1,411,561 | | | | | 2/12/2024 | | | | | | | 11,540(6) | 1,100,339 | | | 2/13/2025 | | | | | | | 8,950(7) | 853,383 | | | 2/12/2024 | | | | | | | 11,540(8) | 1,100,339 | | | 2/13/2025 | | | | | | | 8,950(9) | 853,383 | | Arthur C. Butcher | 2/21/2019 | 22,195 | — | 40.12 | 2/21/2029 | | | | | | | 2/18/2020 | 35,398 | — | 42.16 | 2/18/2030 | | | | | | | 2/17/2021 | 36,449 | — | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 21,837 | 7,280 | 44.19 | 2/16/2032 | | | | | | | 5/2/2022 | 16,700 | 5,567(11) | 41.63 | 5/2/2032 | | | | | | | 2/14/2023 | 16,510 | 16,511 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | 7,099 | 21,297 | 64.99 | 2/12/2034 | | | | | | | 2/13/2025 | — | 23,031 | 106.14 | 2/13/2035 | | | | | | | 2/16/2022 | | | | | 2,546 | 242,761 | | | | | 5/2/2022 | | | | | 2,102(11) | 200,426 | | | | | 2/14/2023 | | | | | 6,346 | 605,091 | | | | | 2/12/2024 | | | | | 8,078 | 770,237 | | | | | 2/13/2025 | | | | | 8,950 | 853,383 | | | | | 2/14/2023 | | | | | 25,380(4) | 2,419,983 | | | | | 2/14/2023 | | | | | 25,380(5) | 2,419,983 | | | | | 2/12/2024 | | | | | | | 21,540(6) | 2,053,839 | | | 2/13/2025 | | | | | | | 17,900(7) | 1,706,765 | | | 2/12/2024 | | | | | | | 21,540(8) | 2,053,839 | | | 2/13/2025 | | | | | | | 17,900(9) | 1,706,765 |

  120. Outstanding Equity Awards at Fiscal Year End Table

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  121. Outstanding Equity Awards at Fiscal Year End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | 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) | | Joseph M. Fitzgerald | 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(12) | — | 35.28 | 7/1/2030 | | | | | | | 2/17/2021 | 53,602 | — | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 33,970 | 11,324 | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 22,702 | 22,702 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | 9,127 | 27,382 | 64.99 | 2/12/2034 | | | | | | | 2/13/2025 | — | 28,789 | 106.14 | 2/13/2035 | | | | | | | 2/16/2022 | | | | | 3,960 | 377,586 | | | | | 2/14/2023 | | | | | 8,725 | 831,929 | | | | | 2/12/2024 | | | | | 10,386 | 990,305 | | | | | 2/13/2025 | | | | | 11,188 | 1,066,776 | | | | | 2/14/2023 | | | | | 32,106(4) | 3,061,307 | | | | | 2/14/2023 | | | | | 32,106(5) | 3,061,307 | | | | | 2/12/2024 | | | | | | | 27,696(6) | 2,640,814 | | | 2/13/2025 | | | | | | | 22,376(7) | 2,133,552 | | | 2/12/2024 | | | | | | | 27,696(8) | 2,640,814 | | | 2/13/2025 | | | | | | | 22,376(9) | 2,133,552 | | Daniel J. Brennan (13) | 2/15/2018 | 31,285 | — | 27.09 | 2/15/2028 | | | | | | | 2/21/2019 | 37,934 | — | 40.12 | 2/21/2029 | | | | | | | 2/18/2020 | 55,309 | — | 42.16 | 2/18/2030 | | | | | | | 2/17/2021 | 58,962 | — | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 48,529 | — | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 45,404 | — | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | 38,537 | — | 64.99 | 2/14/2034 | | | | | | | 2/16/2022 | | | | | 4,243 | 404,570 | | | | | 2/14/2023 | | | | | 8,725 | 831,929 | | | | | 2/12/2024 | | | | | 10,963 | 1,045,322 | | | | | 2/14/2023 | | | | | 32,106(4) | 3,061,307 | | | | | 2/14/2023 | | | | | 32,106(5) | 3,061,307 | | | | | 2/12/2024 | | | | | | | 16,954(6) | 1,616,564 | | | 2/12/2024 | | | | | | | 16,954(8) | 1,616,564 |

  122. Outstanding Equity Awards at Fiscal Year End Table

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  123. Outstanding Equity Awards at Fiscal Year End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | 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 | 42,881 | — | 37.50 | 2/17/2031 | | | | | | | 2/16/2022 | 25,477 | 8,493 | 44.19 | 2/16/2032 | | | | | | | 2/14/2023 | 14,446 | 14,447 | 47.28 | 2/14/2033 | | | | | | | 2/12/2024 | 5,577 | 16,734 | 64.99 | 2/12/2034 | | | | | | | 2/13/2025 | — | 13,334 | 106.14 | 2/13/2035 | | | | | | | 2/16/2022 | | | | | 2,970 | 283,190 | | | | | 2/14/2023 | | | | | 5,552 | 529,383 | | | | | 2/12/2024 | | | | | 6,347 | 605,186 | | | | | 2/13/2025 | | | | | 5,181 | 494,008 | | | | | 2/14/2023 | | | | | 22,208(4) | 2,117,533 | | | | | 2/14/2023 | | | | | 22,208(5) | 2,117,533 | | | | | 2/12/2024 | | | | | | | 16,924(6) | 1,613,703 | | | 2/13/2025 | | | | | | | 10,362(7) | 988,017 | | | 2/12/2024 | | | | | | | 16,924(8) | 1,613,703 | | | 2/13/2025 | | | | | | | 10,362(9) | 988,017 |

  124. 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 2025, which was $95.35. (4)In February 2023, each of our NEOs except for Mr. Monson, who was not an executive officer at such time, was awarded ONSG performance-based RSUs under our 2023 ONSG PSP. Our ONSG performance was 200% over the performance cycle comprising the three-year period that ended December 31, 2025. Accordingly, in February 2026, the Compensation Committee determined that pursuant to the terms of the 2023 ONSG PSP, 200% of the target number of ONSG performance-based RSUs had satisfied the performance criteria under the program. These awards were settled in February 2026. In accordance with the 2023 ONSG PSP, Mr. Brennan received a prorated number of performance-based RSUs based on his retirement date, which amount is reflected in the table. (5)In February 2023, each of our NEOs except for Mr. Monson, who was not an executive officer at such time, was awarded rTSR performance-based RSUs under our 2023 rTSR PSP. Our rTSR performance was at the 95th 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, 2025. Accordingly in February 2026, the Compensation Committee determined that pursuant to the terms of the 2023 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 2026. In accordance with the 2023 rTSR PSP, Mr. Brennan received a prorated number of performance-based RSUs based on his retirement date, which amount is reflected in the table.

  125. Outstanding Equity Awards at Fiscal Year End Table

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  126. Outstanding Equity Awards at Fiscal Year End Table

    (6)In February 2024, each of our NEOs except for Mr. Monson, who was not an executive officer at such time, 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 December 31, 2025 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, 2024 through December 31, 2025 (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. (7)In February 2025, each of our NEOs except for Mr. Monson, who was not an executive officer at such time, was awarded ONSG performance-based RSUs under our 2025 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, 2025 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, 2025 through December 31, 2025 (instead of through the end of the performance period on December 31, 2027) was between the target and maximum level of performance under the program. (8)In February 2024, each of our NEOs except for Mr. Monson, who was not an executive officer at such time, 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, 2025 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, 2024 through December 31, 2025 (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. (9)In February 2025, each of our NEOs except for Mr. Monson, who was not an executive officer at such time, was awarded rTSR performance-based RSUs under our 2025 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, 2025 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, 2025 through December 31, 2025 (instead of through the end of the performance period on December 31, 2027) was between the target and maximum level of performance under the program. (10)On July 1, 2025, Mr. Monson was granted stock awards in connection with his promotion to Executive Vice President and CFO. Each of the RSU and non-qualified stock option awards for Mr. Monson vest in four equal annual installments, beginning on the first anniversary of the grant date. (11)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. (12)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. (13)Mr. Brennan retired from the Company effective October 3, 2025. Upon retirement, except for equity awards granted to Mr. Brennan in fiscal year 2025, all outstanding non-qualified stock options held by Mr. Brennan became fully exercisable, and all outstanding RSU awards became fully vested, with settlement deferred until six months and one day following retirement, in each case in accordance with the applicable award terms. Mr. Brennan also continues to hold outstanding performance-based equity awards granted in 2024 that remain subject to achievement of applicable performance conditions through the end of their respective performance periods, and which will be prorated based on his retirement date. All equity awards granted to Mr. Brennan in fiscal year 2025 were forfeited upon his retirement in accordance with the applicable plan and award agreements, and no portion of such awards vested.

  127. Outstanding Equity Awards at Fiscal Year End Table

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  128. 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, 2025:

  129. 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 | 316,856 | 25,786,816 | 252,066 | 25,766,087 | | Jonathan R. Monson | 22,880 | 1,713,888 | 5,291 | 560,273 | | Vance R. Brown | — | — | 31,331 | 3,208,366 | | Arthur C. Butcher | 69,253 | 5,381,204 | 42,652 | 4,369,658 | | Joseph M. Fitzgerald | 306,372 | 23,536,067 | 61,538 | 6,291,003 | | Daniel J. Brennan(3) | 112,677 | 9,040,769 | 65,688 | 6,714,311 | | Jeffrey B. Mirviss | — | — | 45,385 | 4,636,875 |

  130. 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. (3)Mr. Brennan retired from the Company effective October 3, 2025. Upon retirement, except for equity awards granted to Mr. Brennan in fiscal year 2025, all outstanding non-qualified stock options held by Mr. Brennan became fully exercisable, and all outstanding RSU awards became fully vested, with settlement deferred until six months and one day following retirement, in each case in accordance with the applicable award terms.

  131. 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 ten years, as specified by the participant. Mr. Butcher elected to defer 60% of his 2023 ABP award and 35% of his 2024 and 2025 ABP awards payable in 2024, 2025 and 2026, respectively. Messrs. Fitzgerald and Mahoney each elected to defer 75% of their 2023, 2024, and 2025 ABP awards payable in 2024, 2025 and 2026. 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.”

  132. Nonqualified Deferred Compensation

    | 90 | 2026 Proxy Statement |

  133. Nonqualified Deferred Compensation

    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, 2025.

  134. 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 | — | 2,807,438 | 1,240,167 | — | 10,146,877 | | Jonathan R. Monson | Excess Benefit Plan | — | — | — | — | — | | | Deferred Bonus Plan | — | — | — | — | — | | Vance R. Brown | Excess Benefit Plan | — | — | — | — | — | | | Deferred Bonus Plan | — | — | — | — | — | | Arthur C. Butcher | Excess Benefit Plan | — | — | 14,173 | — | 99,918 | | | Deferred Bonus Plan | — | 335,022 | 476,158 | — | 3,475,263 | | Joseph M. Fitzgerald | Excess Benefit Plan | — | — | 11,842 | — | 132,654 | | | Deferred Bonus Plan | — | 989,724 | 1,247,521 | — | 9,358,832 | | Daniel J. Brennan | Excess Benefit Plan | — | — | 19,398 | — | 127,500 | | | Deferred Bonus Plan | — | — | — | — | — | | Jeffrey B. Mirviss | Excess Benefit Plan | — | — | 3,481 | — | 28,875 | | | Deferred Bonus Plan | — | — | 641,775 | — | 4,438,587 |

  135. 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 2023, 2024 and 2025 in the Summary Compensation Table on page 76 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.

  136. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  137. 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 2025, our last completed fiscal year: •the annual total compensation of the employee identified at median of our Company (other than our CEO), was $67,539; and •the annual total compensation of our CEO was $23,532,050. Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the total annual compensation of our median employee is estimated to be approximately 348 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 2025 is the same employee whom we identified for the CEO Pay Ratio disclosure for 2023 on December 25, 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 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $67,539. We calculated the median employee’s actual salary for the 12-month period ended December 31, 2025. In addition, the median employee’s total compensation for 2025 includes a bonus that was paid in early 2026, 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 2025 in the Summary Compensation Table on page 76 of this Proxy Statement.

  138. CEO Pay Ratio

    | 2026 Proxy Statement | 105 |

  139. Pay Versus Performance Table

    Pay Versus Performance Table

  140. 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) | | | | 2025 | 23,532,050 | 32,971,714 | 5,837,482 | 5,907,746 | 265.23 | 148.36 | 2,892 | 19,931 | | 2024 | 21,420,801 | 65,818,468 | 5,515,833 | 15,177,435 | 248.46 | 129.46 | 1,846 | 16,741 | | 2023 | 18,723,735 | 38,596,387 | 4,865,206 | 9,121,400 | 160.81 | 126.21 | 1,592 | 14,257 | | 2022 | 16,941,961 | 21,632,710 | 4,884,001 | 5,984,751 | 128.71 | 123.67 | 698 | 13,206 | | 2021 | 16,064,039 | 20,440,299 | 3,905,481 | 4,972,710 | 118.16 | 126.13 | 1,041 | 11,646 |

  141. Pay Versus Performance Table

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

  142. Pay Versus Performance Table

    | Year | CEO/PEO | Non-PEO NEOs | | 2025 | Michael F. Mahoney | Jonathan R. Monson, Vance R. Brown, Arthur C. Butcher, Joseph M. Fitzgerald, Daniel J. Brennan and Jeffrey B. Mirviss | | 2024 | Michael F. Mahoney | Daniel J. Brennan, Arthur C. Butcher, Joseph M. Fitzgerald, and Jeffrey B. Mirviss | | 2023 | Michael F. Mahoney | Daniel J. Brennan, Arthur C. Butcher, Joseph M. Fitzgerald, and Jeffrey B. Mirviss | | 2022 | Michael F. Mahoney | Daniel J. Brennan, Arthur C. Butcher, Joseph M. Fitzgerald, and Jeffrey B. Mirviss | | 2021 | Michael F. Mahoney | Daniel J. Brennan, Joseph M. Fitzgerald, Jeffrey B. Mirviss and David A. Pierce |

  143. Pay Versus Performance Table

    | 2026 Proxy Statement | 107 |

  144. 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 76 of this Proxy Statement.

  145. Pay Versus Performance Table

    | Adjustments to Determine Compensation “Actually Paid” for CEO/PEO | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total Reported in Summary Compensation Table | 23,532,050 | 21,420,801 | 18,723,735 | 16,941,961 | 16,064,039 | | Less Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | 441,611 | 291,666 | 291,667 | 376,667 | 360,000 | | Plus “Service Cost” for Pension Plans | — | — | — | — | — | | Less Amounts Reported under the “Stock Awards” Column of the SCT | 13,608,056 | 12,229,998 | 10,472,753 | 9,924,100 | 9,126,292 | | Less Amounts Reported under the “Option Awards” Column of the SCT | 3,749,980 | 3,562,493 | 3,124,984 | 2,874,985 | 2,749,999 | | Plus the Fair Value of Awards Granted during covered year that Remain Unvested as of Year-end | 17,194,877 | 30,707,960 | 22,483,365 | 13,748,034 | 14,273,008 | | 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 | 3,798,313 | 26,602,863 | 11,223,191 | 4,283,677 | 2,596,137 | | 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 | 6,246,121 | 3,171,001 | 55,500 | 315,254 | 903,733 | | 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 | 9,439,664 | 44,397,667 | 19,872,652 | 4,690,749 | 4,376,260 | | Compensation Actually Paid | 32,971,714 | 65,818,468 | 38,596,387 | 21,632,710 | 20,440,299 |

  146. 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 above.

  147. Pay Versus Performance Table

    | 108 | 2026 Proxy Statement |

  148. 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 76.

  149. Pay Versus Performance Table

    | Adjustments to Determine Average Compensation “Actually Paid” for Non-PEO NEOs | 2025 Average ($) | 2024 Average ($) | 2023 Average ($) | 2022 Average ($) | 2021 Average ($) | | Total Reported in Summary Compensation Table | 5,837,482 | 5,515,833 | 4,865,206 | 4,884,001 | 3,905,481 | | Less Change in Actuarial Present Value reported under the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” Column of the SCT | 399,721 | 145,042 | 121,759 | 122,326 | 59,942 | | Plus “Service Cost” for Pension Plans | 6,153 | 16,633 | 15,308 | 16,435 | — | | Less Amounts Reported under the “Stock Awards” Column of the SCT | 2,757,988 | 2,660,420 | 2,324,937 | 2,180,154 | 1,918,553 | | Less Amounts Reported under the “Option Awards” Column of the SCT | 880,357 | 774,991 | 693,748 | 693,740 | 578,120 | | Plus the Fair Value of Awards Granted during covered year that Remain Unvested as of Year-end | 2,814,717 | 6,680,034 | 4,991,284 | 3,103,987 | 3,000,519 | | 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 | 159,452 | 5,867,592 | 2,367,857 | 1,004,348 | 636,900 | | 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 | 1,128,008 | 677,794 | 22,189 | 65,014 | 208,010 | | 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 | 70,264 | 9,661,602 | 4,256,194 | 1,100,750 | 1,067,229 | | Compensation Actually Paid | 5,907,746 | 15,177,435 | 9,121,400 | 5,984,751 | 4,972,710 |

  150. 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 above. (4)We selected the Standard & Poor’s (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 60-64 companies for the years 2021 through 2025 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 2021 and 2025. See Long Term Incentives on page 66 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.

  151. Pay Versus Performance Table

    | 2026 Proxy Statement | 109 |

  152. 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 2025 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 such 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.

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

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

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

    | 110 | 2026 Proxy Statement |

  155. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  156. Relationship Between Compensation Actually Paid and Adjusted Net Sales

    Relationship Between Compensation Actually Paid and Adjusted Net Sales

  157. Relationship Between Compensation Actually Paid and Adjusted Net Sales

    | 2026 Proxy Statement | 111 |

  158. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2025

    Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2025 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 2025, to Company performance.

  159. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2025

    | Adjusted Net Sales* | | Adjusted EPS* | | Adjusted OIM* | | Organic Net Sales Growth* | | Relative Total Shareholder Return |

  160. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2025

    * Adjusted Net Sales, Adjusted EPS, Adjusted OIM and Organic Net Sales Growth are non-GAAP financial measures. 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.

  161. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2025

    | 112 | 2026 Proxy Statement |

  162. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2025

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

  163. Pay Versus Performance Tabular List of Most Important Financial Performance Measures for All NEOs for Fiscal Year 2025

    | 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 | |