Edwards Lifesciences Corp PRE 14A, filed Mar 14, 2023

Edwards Lifesciences Corp (EW)

PRE 14A 2023-03-14

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Date and Time	Location	Record Date
May 11, 2023	Edwards Lifesciences Corporation	March 13, 2023

10:00 a.m. PT	One Edwards Way, Irvine, CA 92614



How to Vote Your Shares

	By Internet Go to www.proxypush.com/EW and follow the instructions	By Telephone Call 1-866-892-1604 and follow the instructions

	By Mail Complete, sign, date, and return your proxy card or voting instruction form in the envelope provided	In Person Attend our Annual Meeting and vote by ballot


			Page
PROXY SUMMARY			i

GENERAL MEETING AND VOTING INFORMATION			1

BOARD OF DIRECTORS MATTERS			5

PROPOSAL 1 – ELECTION OF DIRECTORS			5
Corporate Governance Policies and Practices			13
Active Stockholder Engagement Program			13
Director Independence			13
Corporate Governance Guidelines			14
Board Leadership Structure			14
Lead Independent Director’s Role and Responsibilities			14
Risk Oversight			15
Meetings of our Board			16
Board Composition			17
Committees of our Board			17
Succession Planning			18
Communications with our Board of Directors			19
Corporate Social Responsibility			19
Director Compensation			22
Director Compensation Table – 2022			22
Retainers and Fees			22
Nonemployee Directors Stock Incentive Program			22
Deferral Election Program			23
Directors’ Stock Ownership Guidelines and Holding Requirement			23
Expense Reimbursement Policy			23
Outstanding Nonemployee Director Equity Awards			24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			24

EXECUTIVE COMPENSATION AND OTHER INFORMATION			25
Executive Officers			26
Compensation Discussion and Analysis			27
Executive Summary			28
Compensation Philosophy and Objectives for NEOs			31
Compensation Process			31
Independent Compensation Consultant			32
Use of Competitive Data			32
Elements of Compensation			33
Stock Ownership Guidelines and Holding Requirement			41
Prohibition on Pledging and Hedging			42
Market Timing of Equity Awards			42
Benefits and Perquisites			42
Deferred Compensation			43
Employment and Post-Termination Agreements			43
Tax Implications – Policy Regarding Section 162(m)			43
Compensation and Governance Committee Report			44


Executive Compensation			45
Summary Compensation Table – Fiscal Year 2020-2022			46
Grants of Plan-Based Awards in Fiscal Year 2022			48
Non-Equity Incentive Plan Awards			50
Equity Incentive Plan Awards			50
Outstanding Equity Awards at 2022 Fiscal Year-End			52
Option Exercises and Stock Vested in Fiscal Year 2022			55
Pension Benefits			55
Nonqualified Deferred Compensation Plans			56
Potential Payments Upon Termination or Change in Control			56
CEO Pay Ratio			59
Pay Versus Performance Disclosure			60
PROPOSAL 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			63
PROPOSAL 3 – ADVISORY VOTE TO APPRO VE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION			65
EQUITY COMPENSATION PLAN INFORMATION			66

AUDIT MATTERS			67

PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			68

Audit Committee Report			69
OTHER MATTERS AND BUSINESS			70

PROPOSAL 5 – APPROVAL OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF OFFICERS			71
PROPOSAL 6 – STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN			72

Additional Information			76
Section 16(a) Beneficial Ownership Reporting Compliance			77
Related Persons Transactions			77
Indemnification of Directors and Officers			77
Deadline for Receipt of Stockholder Proposals and Director Nominations for the 2023 Annual Meeting			77
Annual Report on Form 10-K			78
Delivery of the Proxy Materials			78
APPENDIX A – Non-GAAP Financial Information			A-1
APPENDIX B – Propo sed Ame ndment			A-3




2023 Annual Meeting of Stockholders
Date and Time	Location	Record Date

May 11, 2023	Edwards Lifesciences Corporation	March 13, 2023

10:00 a.m. PT	One Edwards Way, Irvine, CA 92614	If you were a holder of record of the common stock of Edwards at the close of business on March 13, 2023, you are entitled to notice of, and to vote at, the Annual Meeting.


						Edwards Lifesciences Corporation One Edwards Way Irvine, California 92614 Phone: 949.250.2500 www.edwards.com
			March 28, 2023 Dear Fellow Stockholders: On behalf of the Edwards Board of Directors, it is my pleasure to invite you to attend our 2023 Annual Meeting of Stockholders. After careful consideration and the completion of a rigorous succession process overseen by our Board, Edwards announced in December that I have made the decision to retire as CEO. Bernard Zovighian will assume the role of CEO effective as of our Annual Meeting. Bernard has a strong track record of success, previously leading our Transcatheter Mitral and Tricuspid Therapy (TMTT) business, and most recently serving as President of Edwards. During his career, he has launched breakthrough therapies for patients and developed deep management experience across multiple disciplines. We are working together closely, along with our Executive Leadership Team, to ensure a smooth transition. I am proud of the immense contributions Edwards Lifesciences has made towards helping millions of patients around the world over my tenure, and I look forward to continuing the work we do for patients in the role of non-executive Chairman of our Board. I am retiring as CEO with confidence that, under Bernard’s leadership, our Company will continue to be defined by our "patients-first" mission and culture as well as a commitment to innovation and excellence that positions all stakeholders for an even brighter future. While our business has grown and innovated over my tenure, our formula for success remains the same: strive for breakthrough innovation, be a leader in the work we do, and focus on the tremendous number of underserved patients with structural heart disease and the critically ill. Our evolution has been guided by our Credo and Aspirations, and I am confident our leadership team will continue to build long-term success from these values. Despite a challenging environment over the past year, we grew as a business, met our commitments, and advanced our long-term strategy. Hospital staffing challenges and the impacts of COVID-19 created headwinds, but we made meaningful strides in approvals, trials and adoptions of our breakthrough technologies that create a record of long-term performance. We continue to outperform the market over the long-term, with total stockholder returns of 99% and 396% on five- and ten-year bases, respectively. We look forward to reviewing our 2022 performance and our long-term growth strategy further at our Annual Meeting, which will be held in-person at our headquarters, located at One Edwards Way, Irvine, California 92614 and by webcast, beginning at 10:00 a.m. PT on Thursday, May 11, 2023. The webcast, a replay and a transcript of the Annual Meeting will be available at http://ir.edwards.com. Details of the business to be conducted at the Annual Meeting are included in the attached Notice of 2023 Annual Meeting of Stockholders and Proxy Statement. Stockholders may also access the Notice of 2023 Annual Meeting of Stockholders and the Proxy Statement via the Internet at www.edwards.com. Thank you for your continued support of Edwards. We look forward to your attendance at this year’s Annual Meeting. Sincerely, Michael A. Mussallem Chairman of the Board and Chief Executive Officer



			Dear Fellow Stockholders: On behalf of the Board of Directors, I would like to thank you for your continued support of Edwards. Choosing the right leadership for Edwards is one of the Board’s primary responsibilities. As we previously announced, we are pleased that Bernard Zovighian will be Edwards’ next CEO following Mike Mussallem’s retirement as our CEO. Mike will move to the role of non-executive Chairman, as of the Annual Meeting. On behalf of the Board, I would like to recognize Mike’s dedicated, focused and valuable leadership over many years of long-term growth and innovation, and we look forward to his continued leadership in the role of Chairman of the Board. Our recent leadership changes reflect the Board’s long-term approach to succession planning. As an internal candidate, Bernard has demonstrated his alignment with Edwards’ patient focused innovation strategy and also his deep operational expertise, having run both the Surgical and TMTT global businesses during his eight years at Edwards. We look forward to working with Bernard to continue to drive Edwards’ success, growth and innovation. I am also honored to continue my service as Lead Independent Director, working closely with Mike as non-executive Chairman and Bernard as CEO. As a Board, we believe this leadership structure provides the Company with robust oversight and guidance as we look toward our next chapter. Our Board is comprised of diverse and deeply qualified directors that are well-positioned to oversee Edwards’ long-term strategy. Our comprehensive director evaluation and refreshment processes ensure that we have the right mix of skills, experience, tenure, and diversity. Annual self- and peer-evaluations, along with one-on-one feedback sessions with each director, ensure our Board’s and Committees’ efficacy. I am confident that our Board nominees collectively possess the expertise needed for robust oversight of Edwards and its long-term strategy. At Edwards, we are defined by how we serve others in our multi-stakeholder model, from patients to stockholders. As part of this commitment, our Board continued a robust stockholder engagement program in 2022, with outreach to stockholders representing nearly 55% of shares outstanding. I enjoy participating in many of these outreach calls and ensure that feedback gathered during these meetings informs our Board discussions. Thank you for your ongoing support and for being an Edwards Lifesciences stockholder. Sincerely, Martha H. Marsh Lead Independent Director


Important notice regarding the availability of proxy materials for our 2023 Annual Meeting of Stockholders to be held on May 11, 2023: Our Proxy Statement and 2022 Annual Report to stockholders are available on the Internet at www.proxydocs.com/EW.



Proposal		Board’s Voting Recommendation
Proposal 1:	Election of Directors	FOR each nominee
Proposal 2:	Advisory Vote to Approve Named Executive Officer Compensation	FOR
Proposal 3:	Advisory Vote to Approve Frequency of Future Advisory Votes on Named Executive Officer Compensation	ONE YEAR
Proposal 4:	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR
Proposal 5:	Approval of Amendment of the Certificate of Incorporation to Provide for Exculpation of Officers	FOR
Proposal 6:	Stockholder Proposal Regarding Independent Board Chairman	✗ AGAINST


				Committee Memberships

Name	Age	Director Since	Independent	Audit Committee*	Compensation and Governance Committee	Other Public Company Boards
Kieran T. Gallahue Former Chairman and CEO, CareFusion Corporation	59	2015	Yes			1
Leslie S. Heisz Former Managing Director, Lazard Frères & Co	62	2016	Yes			2
Paul A. LaViolette Managing Partner and COO, SV Health Investors LLC	65	2020	Yes			0
Steven R. Loranger Former Chairman, President and CEO ITT Corporation	71	2016	Yes			1
Martha H. Marsh** Retired President and CEO, Stanford Hospital & Clinics	74	2015	Yes			1
Michael A. Mussallem Chief Executive Officer+ and Chairman, Edwards Lifesciences Corporation	70	2000	No			0
Ramona Sequeira President of the U.S. Business Unit and Global Portfolio Commercialization, Takeda Pharmaceuticals USA, Inc.	57	2020	Yes			0
Nicholas J. Valeriani Former CEO, West Health Institute Former EVP, Johnson & Johnson	66	2014	Yes			1
Bernard J. Zovighian President and incoming CEO, Edwards Lifesciences Corporation	55	Nominated	No			0




Diverse Range of Qualifications and Skills Represented by Our Directors
Medical Technology Industry Experience	International Executive Experience	Corporate Governance

Regulatory and Compliance	Senior Leadership	Operations Management

Innovation and Technology	Risk Management	Risk Oversight

Finance and Financial Industry	Human Capital Resources	Financial Reporting
IT and Cybersecurity	Corporate Strategy	Corporate Responsibility


WHAT WE DO
			Lead Independent Director provides strong independent leadership of our Board
			Independent Board, all but Mr. Mussallem, who will retire as our Chief Executive Officer at the Annual Meeting, and Mr. Zovighian, who will be appointed as our CEO and nominated to be a director of our Board at the Annual Meeting
			Special stockholders’ meetings can be called by stockholders owning at least 15% of our outstanding shares
			Proxy access right to permit a stockholder, or a group of up to 30 stockholders, owning at least 3% of our outstanding shares continuously for at least 3 years, to nominate up to the greater of 2 directors or 20% of our Board for inclusion in our annual meeting proxy statement
			Annual election of directors
			Ongoing Board refreshment and director skill set aligned with corporate strategy
			Majority vote standard in uncontested elections, with director resignation policy
			Commitment to Board diversity
			Executive session of independent directors held at each regularly scheduled Board and committee meeting
			Retirement policy for directors
			Annual Board and committee self-evaluations and peer reviews
			Encourage continuing director education with designated annual reimbursement policy
			Formal director orientation and continuing education program
			Nonemployee directors expected to own Edwards’ stock equal to $500,000 and also hold 50% of net shares received upon vesting or exercise of equity awards until Board service ends
			Senior management succession planning regularly considered at scheduled Board meetings
			Active stockholder outreach and engagement
			Robust code of ethics in our Global Business Practice Standards
			Active Board oversight of enterprise risks and risk management
			Dedicated Board oversight and annual disclosure of our sustainability practices
			“Clawback” policy for performance-based compensation


WHAT WE DON’T DO
✗			No pledging or hedging of Edwards’ securities by members of our Board, employees with a title of “vice president” equivalent or above, and any other employees designated as “Designated Insiders” under our insider trading policy
✗			No stockholder rights plan (“poison pill”)
✗			No supermajority voting provisions in our organizational documents


Edwards’ Board and management are committed to engaging with our stockholders and incorporating feedback into their decision-making processes. Throughout the year, our CEO, CFO, and Vice President of Investor Relations meet, by phone and in-person, with current and prospective stockholders to discuss Edwards’ strategy, business, and financial results. Our CFO, Corporate Secretary, and Senior Vice President of Investor Relations, and our Lead Independent Director, when appropriate, engage stockholders to solicit their views and feedback on issues that matter most to our stockholders, including, among other things, corporate governance, compensation, sustainability, corporate social responsibility, human capital management, diversity, inclusion and belonging, succession planning, and other related matters. Stockholder feedback is shared with our Board and its committees, which enhances our corporate governance practices, facilitates future dialogue between stockholders and our Board, and provides additional transparency to our stockholders. Since our 2022 annual meeting of stockholders, we contacted our top stockholders representing approximately 55% of our outstanding shares and engaged with stockholders representing approximately 33% of our outstanding shares.


Topic			Action Taken in Response to Stockholder Feedback
Lead Independent Director Responsibilities			• Expanded the role of the Presiding Director position, and, in light of the additional responsibilities, designated the position, Lead Independent Director
Right to Call Special Meetings			• Amended our Bylaws to permit stockholders to call a special meeting • In response to a non-binding stockholder proposal requesting the right to act by written consent, engaged with stockholders representing over 50% of shares then outstanding to better understand investor views and, in response to feedback received, reduced the minimum ownership threshold to call a special meeting from 25% to 15%
Proxy Access			• Amended our Bylaws to provide for proxy access at 3% and 3-year ownership and holding period duration thresholds
Disclosure of EEO-1 Data			• Disclosed our EEO-1 data and relevant infographics on our website
Declassified Board			• Amended our Charter to eliminate the classified board
No Supermajority Voting			• Amended our Charter to eliminate supermajority voting
Poison Pill			• Did not renew poison pill when it expired in March 2010
Majority Voting in Director Elections			• Amended our Bylaws to provide for majority voting in uncontested director elections


________________________________


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(2)	Total ($)
Mr. Gallahue	$ 85,075	$ 249,895	—	$ 334,970
Ms. Heisz	102,492	249,895	—	352,387
Mr. LaViolette	80,000	249,895	—	329,895
Mr. Loranger	85,075	249,895	—	334,970
Ms. Marsh	115,000	249,895	—	364,895
Ms. Sequeira	85,000	249,895	—	334,895
Mr. Valeriani	98,000	249,895	—	347,895


		Option Awards							Stock Awards
Name	Grant Date	Exercise Price ($)		Unvested Option Awards (#)		Option Awards Vested and Outstanding (#)		Stock Awards Not Vested (#)

Mr. Gallahue	05/12/2017	36.8633	—		7,056			—
	05/04/2022	—	—		—			2,300(1)
	05/04/2022	—	—		—			737(2)

Total			—		7,056			3,037


Ms. Heisz	07/14/2016	35.6767	—		9,671			—
	05/12/2017	36.8633	—		7,056			—
	05/18/2018	45.3167	—		5,739			—
	05/08/2020	72.6133	—		3,099			—
	05/04/2022	—	—		—			2,300(1)
	05/04/2022	108.6500	—		2,209(3)			—

Total					27,774			2,300


Mr. LaViolette	05/04/2022	—	—		—			2,300(1)

Total			—		—			2,300


Mr. Loranger	05/18/2018	45.3167	—		5,739			—
	05/08/2020	72.6133	—		4,134			—
	05/05/2021	91.7700	—		3,270			—
	05/04/2022	—	—				—	2,300(1)
	05/04/2022	—	—		—			737(2)

Total			—		13,143			3,037


Ms. Marsh	05/04/2022	—	—		—			2,300(1)

Total			—		—			2,300


WHAT WE DO
			Pay-for-Performance. Approximately 92% of the target total direct compensation of our CEO, and an average of 80% of the target total direct compensation of our other NEOs, was performance-based in 2022.
			Linkage Between Performance Measures and Strategic Imperatives. Performance measures for incentive compensation are linked to our Strategic Imperatives through achievement of KODs and are designed to create long-term stockholder value and hold executives accountable for their individual and Edwards’ performance.
			Performance-Based Equity. Our PBRSUs vest based on our relative TSR over a three-year period.
			Minimum Three-Year Vesting. Equity compensation is structured to vest over a minimum period of three years, subject to limited exceptions.
			Robust Executive Stock Ownership Guidelines with Holding Period Requirements. Executives are required to hold Edwards’ stock with a value not less than six-times salary for our CEO and three-times salary for each other NEO. Fifty percent of net shares received as equity compensation must be retained until the guideline has been met.
			CEO Stock Ownership. Our CEO far exceeds the six-times salary ownership guideline and has continued to increase his ownership of Edwards’ stock each year.
			Modest Perquisites. We provide modest perquisites and have a business rationale for the perquisites that we do provide.
			“Double Trigger” in the Event of a Change in Control. Severance benefits are paid, and our equity compensation accelerates, in connection with a change in control only upon a “double trigger” (meaning that in order for the benefits to be triggered, in addition to the occurrence of a change in control, the executive’s employment must be terminated or, in the case of equity acceleration, the awards terminated in connection with the transaction).
			Use of Tally Sheets. Our Compensation and Governance Committee annually reviews summaries of prior and potential future compensation levels (referred to as “tally sheets”) when making compensation decisions.
			“Clawback” Policy. We maintain a recoupment policy for performance-based compensation.
			Independent Compensation Consultant. Our Compensation and Governance Committee engages an independent compensation consulting firm that provides us with no other services.


WHAT WE DON’T DO
✗			No excise tax gross-ups for executive officers.
✗			No repricing or buyout of underwater stock options.
✗			No pledging of Edwards’ securities by members of our Board, employees with a title of “vice president” equivalent or above, and any other employees designated as “Designated Insiders” under our insider trading policy.
✗			No hedging of Edwards’ securities by members of our Board, employees with a title of “vice president” equivalent or above, and any other employees designated as “Designated Insiders” under our insider trading policy.



Proposal		Board’s Voting Recommendation
Proposal 1.	Election of Directors	FOR each nominee
Proposal 2.	Advisory Vote to Approve Named Executive Officer Compensation	FOR
Proposal 3.	Advisory Vote to Approve Frequency of Future Advisory Votes on Named Executive Officer Compensation	ONE YEAR
Proposal 4.	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR
Proposal 5.	Approval of Amendment of the Certificate of Incorporation to Provide for Exculpation of Officers	FOR
Proposal 6.	Stockholder Proposal Regarding an Independent Board Chairman Policy	✗ AGAINST


By Internet			If you received the Notice or a printed copy of the Proxy Materials, follow the instructions in the Notice or on the proxy card.
By Telephone			If you received a printed copy of the Proxy Materials, follow the instructions on the proxy card.
By Mail			If you received a printed copy of the Proxy Materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope.
In Person			You may also vote in person if you attend the Annual Meeting.



Voting Item		Vote Standard	Treatment of Abstentions and Broker Non-Votes

Proposal 1.	Election of Directors	• Majority of votes cast	• Abstentions and broker non-votes will not be counted as votes cast
Proposal 2.	Advisory Vote to Approve Named Executive Officer Compensation	• Majority of shares represented at the Annual Meeting and entitled to vote on the proposal	• Abstentions will have the effect of votes “against" • Broker non-votes will not be counted as shares entitled to vote on the proposal
Proposal 3.	Advisory Vote to Approve Frequency of Future Advisory Votes on Named Executive Officer Compensation
Proposal 4.	Ratification of Appointment of Independent Registered Public Accounting Firm
Proposal 5.	Approval of Amendment of the Certificate of Incorporation to Provide for Exculpation of Officers	• Majority of outstanding shares entitled to vote on the proposal	• Abstentions and broker non-votes will have the effect of votes “against”
Proposal 6.	Stockholder Proposal Regarding an Independent Board Chairman Policy	• Majority of shares represented at the Annual Meeting and entitled to vote on the proposal	• Abstentions will have the effect of votes “against” • Broker non-votes will not be counted as shares entitled to vote on the proposal




			THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.


	Michael A. Mussallem Chief Executive Officer* and Chairman, Edwards Lifesciences Corporation Age: 70 Director Since: 2000	Edwards Board Role: • Chairman of the Board

Select Professional Experience and Highlights: • Edwards Lifesciences Corporation – Chairman and Chief Executive Officer, since 2000 • Baxter International Inc. – Group Vice President, Cardiovascular businesses, from 1994 to 2000 – Group Vice President, Biopharmaceutical business, from 1998 to 2000 – Held a variety of positions with increasing responsibility in engineering and product development, from 1979 to 1994 • Advanced Medical Technology Association (AdvaMed) – Member of the Board, since 2001 – Member of the Executive Committee, since 2006 – Chairman, from 2008 to 2010 • University of California, Irvine Foundation – Member of the Board of Trustees, since 2008 • Leonard D. Schaeffer Center for Health Policy & Economics at the University of Southern California – Advisory Member of the Board, since 2014 • Rose-Hulman Institute of Technology – Member of the Board of Trustees, since 2017 • CEO Leadership Alliance – Vice Chairman, since 2017 • Elected as a member of the National Academy of Engineering, 2022 * As previously disclosed, Mr. Mussallem will retire from his position as Chief Executive Officer of the Company at the Annual Meeting.		• Forum for Corporate Directors Hall of Fame • University of California Irvine Medal Award • The Phoenix Conference Lifetime Achievement Award • WomenHeart Excellence in Corporate Leadership Wenger Award Select Skills and Qualifications: Mr. Mussallem has extensive knowledge of, and deep expertise in, the medical technology industry, and of the people, operations, processes and products of the Company in particular. He has built an over 40-year career with the Company and its predecessor from which he has developed experiences and expertise in a wide range of areas, including innovation and technology, risk management and oversight, operations management, corporate strategy, and corporate governance. In addition, in his roles with AdvaMed and other healthcare-related organizations, he has become a recognized leader in the medical technology industry, making important contributions to healthcare policy discussions in California, the United States and the key global markets that the Company serves. These experiences have established relationships, which are helpful in developing our Board’s strategic perspective, and enhanced his leadership of the Company and contributions to our Board.


	Martha H. Marsh Retired President and CEO, Stanford Hospital & Clinics Age: 74 Director Since: 2015	Edwards Board Roles: • Lead Independent Director • Compensation and Governance Committee Member

Other Current Public Company Directorships: • AMN Healthcare Services, Inc., since 2010 – Chair of the Compensation Committee, since 2012 – Member of the Compensation Committee, since 2010 – Member of the Corporate Governance Committee, from 2010 to 2019 Other Public Company Directorships Previously Held: • Owens & Minor, Inc., from 2012 to 2019 • Thoratec Corporation, from 2014 to 2015 Select Professional Experience and Highlights: • Stanford Hospital & Clinics – President and Chief Executive Officer, from 2002 until her retirement in 2010 • University of California Davis Medical Center – Chief Executive Officer, from 1999 to 2002		• University of California Davis Health System – Chief Operating Officer, from 1999 to 2002 • University of Pennsylvania Health System – Senior Vice President for Professional Services and Managed Care, from 1996 to 1998 – Vice President for Managed Care, from 1994 to 1996 Select Skills and Qualifications: Ms. Marsh’s experience of more than 30 years in an increasingly complex and evolving healthcare system as a president and chief executive officer, combined with years of board experience that includes corporate governance chairmanships, provide a unique perspective as our Board considers the execution of our patient-focused innovation strategy. In her role as the Lead Independent Director, Ms. Marsh has been invaluable in partnering with the Chairman and representing the viewpoints and perspectives of our independent directors. She has also been instrumental as a member of the engagement team, communicating with shareholders regarding the Company, including board structure, governance, compensation and sustainability topics.


	Ramona Sequeira President, Global Portfolio Division, Takeda Pharmaceuticals USA, Inc. Age: 57 Director Since: 2020		Edwards Board Role: • Audit Committee Member

Select Professional Experience and Highlights: • Takeda Pharmaceuticals USA, Inc., a biopharmaceutical company, since 2015 – President, Global Portfolio Division, since 2022 – Chair of the Commercialization and Launch Committee, since 2020 – President of the U.S. Business Unit and Global Portfolio Commercialization, since 2020 – President, from 2015 to 2020 – Business Review Committee and Co-Chair of Pipeline Review Committee, since 2015 • Pharmaceutical Research and Manufacturers of America (PhRMA), since 2015 – Chair of the Board, since 2021, and member, since 2015 – Vice Chair, 2020 – Treasurer, 2019 • Eli Lilly & Company – Vice President – Lilly USA, from 2013 to 2015 – General Manager, UK/Northern Europe, from 2010 to 2012 – Vice President, Sales – Lilly Canada, from 2005 to 2009 – Associate Director, Neuroscience Marketing, from 2003 to 2005			• Member of the Board of Trustees for Harvey Mudd College, since 2020 Select Skills and Qualifications: Ms. Sequeira has over 25 years of experience in the pharmaceutical industry through her work with Takeda and, prior to that, with Eli Lilly. She currently leads Takeda’s Global Portfolio Division, and, in this role, she oversees roughly 11,000 employees across Takeda's global Vaccines business including manufacturing, research and development and commercial; the Global Commercial and Medical organizations, and all of Takeda's markets across Europe and Canada, Growth and Emerging Markets, and China. Her experience in leadership roles in multiple markets, across cultures and within different healthcare systems where she has successfully launched products, transformed businesses, and delivered sustainable growth is particularly valuable for our global business. In addition, throughout her career, she has developed experience in other areas, including finance and mergers and acquisitions, innovation and technology, risk management and oversight, artificial intelligence and data, corporate responsibility, sustainability and human capital resources, all of which allow her to provide valuable contributions to our Board and the Audit Committee. Ms. Sequeira’s industry experience with pharmaceutical innovation and patient access provides important expertise to our Board as Edwards executes on its patient-focused innovation strategy.


		Nicholas J. Valeriani Former CEO, West Health Institute Former EVP, Johnson & Johnson Age: 66 Director Since: 2014	Edwards Board Role: • Chair of Compensation and Governance Committee

Other Current Public Company Directorships: • Surgalign Holdings, Inc. (formerly known as RTI Surgical Holdings, Inc.) – Chair of the Compensation Committee, since 2019 and Member, since 2016 – Member of the Nominating and Governance Committee, since 2019 – Member of the Sciences and Technology Committee, from 2016 to 2020 Other Public Company Directorships Previously Held: • Roka Bioscience, Inc., from 2015 to 2018 Select Professional Experience and Highlights: • Gary and Mary West Health Institute, an independent, nonprofit medical research organization that works to create new, more effective ways of delivering care at lower costs – Chief Executive Officer, from 2012 until his retirement in 2015 • Johnson & Johnson – Company Group Chairman, Ortho Clinical Diagnostics, from 2009 to 2012 – Member of the Executive Committee – Vice President, Office of Strategy and Growth, from 2007 to 2009 – Served 34 years in key positions, including Worldwide Chairman, Medical Devices and Diagnostics, and Corporate Vice President, Human Resources			• Member of the Boards of the Gary and Mary West Health Institute and the Gary and Mary West Health Policy Center, since 2012 • Member of the Board of AgNovos Healthcare, LLC, since 2016 • Member of the Board of SPR Therapeutics, Inc., since 2018 • Served on the Boards of the Robert Wood Johnson University Hospital, from 2008 to 2016, and the Center for Medical Interoperability, from 2013 to 2015 Select Skills and Qualifications: With 40 years of medical technology industry experience in a large and complex global company and experience directing corporate strategy, Mr. Valeriani provides critical perspectives to our Board’s oversight of the development of our patient-focused innovation strategy and assessment of future business investments and opportunities. His deep operational experience provides invaluable insights to our Board. In addition, through his professional career as well as his service on other public company boards, Mr. Valeriani has extensive experience in human capital resources at a global company which enables him to contribute valuable perspectives and provide strong leadership and direction as the Chairperson of our Board’s Compensation and Governance Committee.


	Bernard J. Zovighian President and incoming CEO, Edwards Lifesciences Corporation Age: 55 Director Since: Nominated	Edwards Board Roles: • Board Member

Select Professional Experience and Highlights: • Edwards Lifesciences Corporation, since 2015 – Chief Executive Officer, expected May 2023 – President, since January 2023 – Corporate Vice President, Transcatheter Mitral and Tricuspid Therapies (TMTT), from January 2018 to January 2023 – Vice President then Corporate Vice President, Surgical Structural Heart, from 2015 to January 2018 • Johnson & Johnson – Held a variety of roles with increasing levels of responsibility for nearly 20 years, in roles such as regional leadership outside of the United States and Worldwide President of Sterilization & Infection preventions division		Select Skills and Qualifications: Mr. Zovighian has a nearly 30-year career in medical technology, including 12 years leading three different global businesses across two world-class medical technology companies. He has lived in several countries and, as a senior leader, led teams globally and blends this global mindset and a team-based approach to leadership with his strengths in strategy development, the innovation and adoption of disruptive technologies that elevate the standard of care and establishing trusted partnerships. As the global leader for TMTT at Edwards the last five years, Mr. Zovighian established a global organization focused on developing and delivering a portfolio of therapies designed to change the standard of care for mitral and tricuspid patients.



Audit Committee Membership
Leslie S. Heisz, Chair
Kieran T. Gallahue
Steven R. Loranger
Ramona Sequeira



Compensation and Governance Committee Membership
Nicholas J. Valeriani, Chair
Paul A. LaViolette
Martha H. Marsh


Board Oversight Over Environmental, Sustainability, and Corporate Social Responsibility


Nonemployee Director Retainers and Fees
Annual Retainers
Nonemployee Director			$80,000
Lead Independent Director			$35,000
Audit Committee Chair			$25,000
Audit Committee Member			$5,000
Additional Meeting Fees if meetings exceed the following:			$1,500*
– 10 meetings for the Board
– 10 meetings for the Audit Committee
– 7 meetings for the Compensation and Governance Committee
Compensation and Governance Committee Chair			$18,000


Principal Stockholder Name and Address	Total Shares Beneficially Owned	Percentage of Class
The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355	51,559,391	8.34	%
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055	53,060,508	8.60	%


Named Executive Officers, Executive Officers and Directors	Outstanding Shares Beneficially Owned(1)	RSUs and Shares Underlying Options	Total Shares Beneficially Owned	Percentage of Class
Mr. Mussallem	3,941,128	1,386,898	5,328,026	*
Mr. Zovighian	8,451	85,400	93,851	*
Mr. Ullem	257,822	311,925	569,747	*
Mr. Wood	189,093	163,651	352,744	*
Mr. Lemercier	154,212	209,854	364,066	*
Mr. Gallahue	60,184	7,056	67,240	*
Mr. Loranger	64,580	13,143	77,723	*
Mr. Valeriani	63,811	—	63,811	*
Ms. Marsh	26,777	—	26,777	*
Ms. Heisz	25,180	27,774	52,954	*
Ms. Sequeira	5,918	—	5,918	*
Mr. LaViolette	2,615	—	2,615	*
All current directors and executive officers as a group (15 persons)	5,029,078	2,843,610	7,872,688	1.29%



			Donald E. Bobo, Jr., age 61. Mr. Bobo has been Corporate Vice President since 2007 and is currently responsible for Edwards’ corporate strategy and corporate development functions. In addition, Mr. Bobo has executive responsibility for the heart failure initiatives, as well as the U.S. healthcare solutions and commercial services team. Mr. Bobo has more than 35 years of experience in the medical technology and healthcare industry and has served in various operating roles at Edwards, including, most recently, the development of the Company’s Transcatheter Mitral and Tricuspid Therapies strategy, Vice President and General Manager of the Surgical Structural Heart business and global valve manufacturing operations. Prior to joining Edwards in 1995, Mr. Bobo held a variety of roles with increasing levels of responsibility with American Hospital Supply and Baxter Healthcare Corporation, including research and development, business development, operations and general management. He has served on the board and executive committee of the California Life Sciences Association since 2015 and served as its chairman of the board from 2017 to 2018.


			Daveen Chopra, age 44. Mr. Chopra has been Corporate Vice President, Transcatheter Mitral and Tricuspid Therapies (TMTT) since January 2023. Mr. Chopra previously served as Corporate Vice President, Surgical Structural Heart, since May 2018. Mr. Chopra has broad experience in the medical technology industry, including global leadership in strategy, marketing, commercial operations, research and development, and program management. Prior to joining Edwards, Mr. Chopra held various roles with increasing levels of responsibility at Medtronic plc, a medical technology, services and solutions company, from 2005 to 2018, culminating in a global leadership role as Vice President and General Manager of Medtronic’s Aortic Franchise. Mr. Chopra’s previous roles at Medtronic include Vice President of Global Marketing, leading Medtronic’s Endovascular Therapies Business. While in Medtronic’s Endovascular Therapies Business, he served as Vice President, U.S. Commercial Operations, Director of Program Management Office, Senior Business Manager for the Endovascular and Peripheral Business in Asia-Pacific, Global Group Product Manager for Thoracic Stent Grafts, and International Aortic Product Manager. Prior to Medtronic, Mr. Chopra served as an international strategy consultant at The Parthenon Group supporting clients in various industries ranging from education to industrial manufacturing. In 2020, he joined the board of the Edwards Lifesciences Foundation, and, in 2021, he joined the board of Octane.


			Jean-Luc Lemercier, age 65. Mr. Lemercier has been Corporate Vice President, EMEACLA (Europe, Middle East, Africa, Canada and Latin America) since July 2017, and assumed leadership of JAPAC (Japan, Asia Pacific and Greater China) in August 2022. Prior to assuming his current role, Mr. Lemercier served as Vice President of Transcatheter Heart Valves EMEA, from 2008 to 2017. Under his leadership, Edwards has successfully built its leadership position in Europe. Prior to joining Edwards, Mr. Lemercier served in various leadership roles with Johnson & Johnson Cordis from 1996 to 2008, including leader of the structural heart disease group in the United States, Vice President of New Business Development in Europe, Vice President of the Cordis Cardiology Division in Belgium, and General Manager of Cordis France. Mr. Lemercier has more than 30 years of medical technology experience, beginning with Baxter in France, and held several sales and marketing management positions within Baxter in both Europe and the United States. Mr. Lemercier has served on the board of CARMAT since 2017.


			Catherine M. Szyman, age 56. Ms. Szyman has been Corporate Vice President, Critical Care, since 2015 and is currently responsible for the Company’s global critical care and vascular business. Under her leadership, Edwards has experienced successful sales growth in the Critical Care business unit. Prior to 2015, she was employed for more than 20 years at Medtronic plc, where she served as its Senior Vice President and President of Medtronic’s Global Diabetes business from 2009 to 2014, overseeing research, development, operations, sales and marketing for Medtronic’s insulin infusion pumps and continuous glucose monitoring systems. Prior to that, she held a variety of leadership roles at Medtronic, including Senior Vice President of Corporate Strategy and Business Development, General Manager of Endovascular Innovations and Vice President of Finance for the Cardiovascular Business. Ms. Szyman serves on the boards of Outset Medical Inc., Inari Medical Inc., and the American Heart Association of Orange County, and joined the board of the Edwards Lifesciences Foundation in 2015. Ms. Szyman previously served on the boards of Octane, Tornier, Inspire Medical Systems, and the California Healthcare Institute and the Edwards Lifesciences Foundation.


			Scott B. Ullem, age 56. Mr. Ullem has been Corporate Vice President, Chief Financial Officer, since January 2014. In addition, Mr. Ullem has executive responsibility for the Company’s information technology, information security, risk management, indirect sourcing, and corporate services teams. Prior to joining Edwards, he served as Chief Financial Officer of Bemis Company Inc., a Fortune 500 publicly traded global supplier of packaging and pressure sensitive materials used in leading food, consumer, and healthcare products, from May 2010 to December 2013. Mr. Ullem also had leadership responsibility for one of Bemis’ three business segments and the company’s information technology function. Prior to Bemis, Mr. Ullem spent 17 years in investment banking, serving as Managing Director at Goldman Sachs and later at Bank of America. Since 2016, he has served on the board of directors of Berry Global Inc. and is a member of the compensation committee, the audit committee and the capital allocation committee. He is also a Henry Crown Fellow at the Aspen Institute.


			Larry L. Wood, age 57. Mr. Wood has been Corporate Vice President and Group President, Transcatheter Aortic Valve Replacement (TAVR) and Surgical Structural Heart, since January 2023. Mr. Wood previously served as Corporate Vice President, TAVR, since 2007. Under his leadership, Edwards has experienced extraordinary growth in the global TAVR business. Prior to assuming his current role, he served as Vice President and General Manager, Percutaneous Valve Interventions, from 2004 to 2007. Mr. Wood has more than 35 years of experience in the medical technology industry at both Edwards and Baxter Healthcare Corporation in positions including manufacturing management, regulatory affairs and strategic and clinical marketing, primarily for the surgical heart valve therapy business. Mr. Wood is a frequently invited faculty member at key interventional cardiology and cardiothoracic surgery scientific congresses. He previously held key positions in manufacturing management, regulatory affairs, and strategic and clinical marketing, primarily in the Company’s leading surgical heart valve franchise. Mr. Wood is also a passionate supporter of the United Way Orange County’s Destination Graduation Program which encourages at-risk high school students to graduate and pursue higher education.




NEO Names and Current Positions
Michael A. Mussallem Chairman and Chief Executive Officer
Scott B. Ullem Corporate Vice President, Chief Financial Officer
Jean-Luc Lemercier Corporate Vice President, EMEACLA (Europe, Middle East, Africa, Canada and Latin America) and JAPAC (Japan, Asia Pacific and Greater China)1
Larry L. Wood Corporate Vice President and Group President, Transcatheter Aortic Valve Replacement and Surgical Structural Heart2
Bernard J. Zovighian President3



Edwards’ 2022 Comparator Group
Abbott Laboratories			Hologic, Inc.
ABIOMED, Inc.			IDEXX Laboratories, Inc.
Agilent Technologies, Inc.			Illumina, Inc.
Align Technology, Inc.			Intuitive Surgical, Inc.
Baxter International Inc.			Medtronic plc
Becton, Dickinson and Company			ResMed Inc.
Boston Scientific Corporation			Stryker Corporation
The Cooper Companies, Inc.			Teleflex, Inc.
DexCom, Inc.			Zimmer Biomet Holdings, Inc.