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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 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 http://ir.edwards.com. Details of the business to be conducted at the Annual Meeting are included in the attached Notice of
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
next chapter. Our Board is comprised of At Edwards, we are defined by how we serve others in our
Thank you for your ongoing support and for being an Edwards Lifesciences stockholder. Sincerely,
 Martha H. Marsh Lead Independent Director | |||||||
| Date and | Location | ||||||||
| May | Edwards Lifesciences Corporation | March 13, 2023 | |||||||
| 10:00 a.m. PT | One Edwards Way, Irvine, CA 92614 | ||||||||
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 | 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 | ||||||||||||||||||
Important notice regarding the availability of proxy materials for our
2018 Annual Meeting of Stockholders to be held on May 17, 2018:
Our Proxy Statement and 2017 Annual Report to stockholders are available on the Internet at
www.proxyvote.com.
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STOCKHOLDER VOTING MATTERS(Page 1)
2023 Annual Meeting of Stockholders | ||||||||||||||||||
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| 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. | ||||||||||||||||
| Proposal | Board’s Voting Recommendation | |||||||||||||||
| Proposal 1: | Election of Directors |  FOReach nominee | ||||||||||||||
| Proposal 2: | Advisory Vote to Approve Named Executive Officer Compensation |  FOR |
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| Proposal 3: | Advisory Vote to Approve Frequency of Future Advisory Votes on Named Executive Officer Compensation | ONE YEAR | ||||||||||||||
| Proposal | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | ||||||||||||||
Proposal | Approval of Amendment of the Certificate of Incorporation to Provide for Exculpation of Officers |
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| Proposal 6: | Stockholder Proposal Regarding |
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All eight8)
Committee Memberships | ||||||||||||
| Name | Age | Director Since | Independent | Audit Committee** | Compensation and Governance | Other Public Company | ||||||
Kieran T. Gallahue Former Chairman and CEO CareFusion Corporation | 54 | 2015 | Yes |
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Leslie S. Heisz Former Managing Director Lazard Frères & Co | 57 | 2016 | Yes |
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William J. Link, Ph.D. Managing Director and | 71 | 2009 | Yes | 
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Steven R. Loranger Former Chairman, President, and | 66 | 2016 | Yes | 
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Martha H. Marsh Retired President and CEO | 69 | 2015 | Yes | 
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Michael A. Mussallem Chief Executive Officer and Chairman Edwards Lifesciences Corporation | 65 | 2000 | No | 0 | ||||||||
Wesley W. von Schack* Chairman AEGIS Insurance Services, Inc. | 73 | 2010 | Yes |
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Nicholas J. Valeriani Former CEO, West Health Institute | 61 | 2014 | Yes |
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director nominees as of the date of this Proxy Statement. Other than Bernard Zovighian, who will succeed Mike Mussallem as the CEO of Edwards and has been nominated as a director of our Board in connection with his appointment as CEO at the Annual Meeting, each director nominee was elected as a director at our annual meeting held on May 3, 2022, to hold office until the next annual meeting.
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 | ||||||||||||||||
|2018I2023 Proxy Statement iii
Our Board of Directors (our “Board”) strives to maintain a highly independent, balanced and diverse setgroup of directors that collectively possesspossesses the expertise to ensure effective oversight of management.
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Medical Technology Industry Experience | International Executive Experience |  | ||||||
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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 | ||||||
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| Ongoing Board refreshment and director skill set aligned with corporate strategy | |||||
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| Encourage continuing director education with designated annual reimbursement policy | |||||
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| 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 | |||||
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| ✗ | 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 | |||||
ii | 2018I2023 Proxy Statementiv
ACTIVE STOCKHOLDER ENGAGEMENT PROGRAM(Page 11)
Edwards’ Board and management are committed to engaging with Edwards’ 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 face-to-face with current and prospective stockholders to discuss Edwards’ strategy, business, and financial results. Our Corporate Secretary and Investor Relations teams, together with other members of management and, from time to time, our Presiding Director, engage stockholders to solicit their views and feedback on corporate governance, compensation and other related matters and to discuss the issues that matter most to our stockholders. Stockholder feedback is shared with the Board and its committees, which enhances our corporate governance practices, facilitates future dialogue between stockholders and the Board and provides additional transparency to our stockholders. Since the 2017 Annual Meeting, our Corporate Secretary and Investor Relations teams contacted our top stockholders representing more than 55% of our outstanding shares. In this engagement, we received feedback from stockholders on a range of issues including corporate governance, compensation, and sustainability.
13)
| 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 | |||||
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| Proxy Access | •Amended our Bylaws to | |||||
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Our Board recognizes
We receivedwere recognized by numerous recognitionsorganizations for our sustainability and environmental responsibilities practices in 2017,2022, some of which are highlighted below:
Ethisphere’s• For the third consecutive year, Edwards appeared on Barron’s fifth annual list of the 100 Most Sustainable Companies in the United States. Significant performance indicators included increased efforts to mitigate our impact on the environment, as well as initiatives undertaken to bolster employee welfare, community health and customer satisfaction.
First time• Edwards was again a constituent of theDJSI ESG World and North America Index—Indices—the Dow Jones Sustainability North AmericaWorld index tracks the performance of the top 20%10% of the 6002,500 largest United States and Canadian companies in the S&P Global Broad Market Index that lead the field in sustainability;
CPA-Zicklin Trendsetter from
Corporation | 2018 Proxy Statement iii
Constituentwas honored as one of the World’s Most Ethical Companies® by the Ethisphere Institute, a globalMSCI ACWI ESG Leaders Index—index provides exposure leader in defining and advancing the standards of ethical business practices. Honorees represent the individuals and leaders diligently working to build world-class programs and advance corporate cultures defined by integrity and those companies with high ESG performance relativecontributing to their sector peersbroader societal imperatives and consists of largethe greater good. In 2023, 135 honorees were recognized, spanning 19 countries and mid-cap companies across 23 Developed Markets and 24 Emerging Markets countries.
26) hospital setting.23)Summary.Summary. Edwards is the global leader in patient-focused medical innovations for structural heart disease and critical care monitoring. Driven by a passion to help patients, we partner with the world’s leading clinicians and researchers and invest in research and development (or “R&D”) to transform care for those impacted by structural heart disease or who require hemodynamic monitoring during surgery and in intensive care. Edwards Lifesciences has a proud history, six decades long, as a leader in these areas. Since our founder, Lowell Edwards, first dreamed of using engineering to address diseases of the human heart, we have steadily built a company on the premise of imagining, building, and realizing a better future for our patients. Philosophy. The Philosophy. Our Compensation and Governance Committee of the Board (the “Compensation Committee”) strives to create apay-for-performance culture and strongly believes that executive compensation should be tied not only to performance, but also directly to the successful implementation of our long-term corporate strategy. As a direct result of our strategy, we have introduced new therapies such as transcatheter aortic valve replacement, rapid-deploymentnovel resilient surgical heart valves and noninvasive advanced hemodynamic monitoring, all while achievingmonitoring. Successfully managing our stated financial and operating objectives. Managing our business well in a challenging, highly regulated, dynamic environment requires talented and energetic leaders who champion our strategy and deliver on our commitments.
2017 
Overall,Despite the outbreak of COVID-19 and macroeconomic headwinds through the 2022 fiscal year, we achieved outstandingcontinued to remain fully committed to our patient-focused innovation strategy, and our teams were relentless in doing the right thing for patients. Guided by our Credo, our priorities during the pandemic have been to protect the health and well-being of our employees, to continue to serve our patients, hospitals and clinical partners, and to support our communities.2017, exceeding2022 continued to be impacted by the pandemic. Procedure rates were highly variable around the globe, leading to a decline in sales compared to expectations. Treatments were delayed due to hospital prioritization of COVID-19 patients, hospital staffing shortages and patients deferring treatment. Although we saw recovery during 2022, we faced significant headwinds in the second and third quarters of 2022 due to hospital staffing shortages and surges in COVID-19 outbreaks globally. Despite the impact of the pandemic, 2022 was a year of significant milestones and investments for Edwards. Our total sales for fiscal year 2022 were $5.4 billion, an increase in underlying revenue growth for the year of approximately 8% over the prior year. We achieved approximately 12% growth in adjusted earnings per share while also increasing R&D by 5%.1 The significant increase in R&D and infrastructure investments in fiscal 2022 helped strengthen our goals for sales growth, net income growth and free cash flow. We also madelonger-term outlook.patients.Strong sales growthpatients:16% was driven by:Cliniciansevere aortic stenosis (AS) patients before their symptoms develop. Separately, we initiated enrollment in our PROGRESS pivotal trial for moderate AS patients and patient preferenceswe received FDA approval for our innovativeALLIANCE pivotal trial to study our next generation TAVR technology, the SAPIEN X4 system;valvemitral and tricuspid therapies, includingas we continued to make meaningful progress on advancing our three key value drivers: a portfolio of pioneering therapies for patients, positive pivotal trial results to support approvals and adoption, and favorable real-world clinical outcomes;best-in-class most directly comparable GAAP financial measures.SAPIEN 3 transcatheter heart valve;Lifesciences Corporation I2023 Proxy Statement viiContinued• Extended our leadership in surgical aortic valves through the continued adoption of our newest surgicaltechnologies, the INSPIRIS RESILIA aortic valve, therapy systems, Edwards INTUITY Elitethe KONECT RESILIA aortic tissue valved conduit, and INSPIRIS RESILIA; andBroad usethe launch of our MITRIS RESILIA valve; andtechnologies, includingwith the recently launched HemoSphere next-generationcontinued introduction of advanced monitoring platform.
iv Edwards Lifesciences Corporation | 2018 Proxy Statement
Additionally, we continued to invest aggressively in our technology pipeline and infrastructure, growing research and development investments by 25% to advance our transformational transcatheter structural heart programs.
Smart Recovery algorithms for patients.
SPSIHE.
 * $100 invested at market close on December 31, |
2017, in stock or index, including reinvestment of dividends. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
| 2018I2023 Proxy Statement vviii
COMPENSATION PROGRAM HIGHLIGHTS(Page 28)
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vi | 2018I2023 Proxy Statementix
| ________________________________ | ||
EDWARDS LIFESCIENCES CORPORATION
2018
11, 2023
28, 2023.
Proposal | Board’s Voting Recommendation | |||||||||||||
| Proposal 1. | Election of Directors |
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Proposal 2. | Advisory Vote to Approve Named Executive Officer Compensation |
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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 |
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Proposal | Approval of Amendment of the Certificate of Incorporation to Provide for Exculpation of Officers |
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| Proposal 6. | Stockholder Proposal Regarding |
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The
Edwards Lifesciences Corporation | 2018 Proxy Statement1
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have received a set of the Proxy Materials.
By Internet |
| If you received | ||||||||||||
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. | ||||||||||||
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| You may also vote in person if you attend the Annual Meeting. | ||||||||||||
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| 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
 | THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR. | ||||
eightnine directors forming onea single class of directors, and all directors will be standing for election for aone-year term at the Annual Meeting.Since our 2017 annual meeting, the Board appointed Leslie S. Heisz as Chairperson of the Audit Committee following the retirement of John T. Cardis. Ms. Heisz, who has served on our Board since July 2016, has a distinguished investment banking career, and her deep financial expertise positions her well to chair the Audit Committee. Since 2010, Ms. Heisz has served on other public company boards further balancing her skills to oversee financial reporting, enterprise and operational risk management.Thedirectors.eightnine individuals identified below for election to our Board at the Board,Annual Meeting, to serve a one-year term until the next annual meeting of stockholders and until their respective successors are elected and qualified, or until their earlier resignation or removal.theour Board. No arrangement or understanding exists between any nominee and any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee, and none of our directors has any family relationship with any other director or with any of our executive officers. More information regarding theour Board, the committees of theour Board, director independence, and related matters follows this Proposal 1.aits robust process for director evaluation education, and refreshment.Board refreshment process. Even though our Compensation and Governance Committee makes recommendations to theour Board regarding candidates for election as directors of theour Company, all members of theour Board are very engaged in the process of, and discussions regarding, refreshment.Thetheour Company and itsour stockholders. These criteria are described in more detail below under “Board Criteria and Diversity Policy.” In addition to these requirements, theour Compensation and Governance Committee also evaluates whether the candidate’s skills and experience are complementary to the existing Board members’ skills and experience, recognizing that theour Board’s skills evolve in order to align with theour Company’s strategy as well as emerging risks and opportunities. Some or all of the members of theour Compensation and Governance Committee interview candidates that meet the criteria, and theour Compensation and Governance Committee selects nominees that it believes best suit the needs of theour Board.Since 2014, the Board has embarked upon As a result of our Board’s thoughtful and deliberate process of refreshment, eight new directors have been added to our Board refreshment, resultingsince 2014, including two new directors in 2020 and the election of fivenewest director nominee, our Company’s new directors.Chief Executive Officer, who will transition into the role in conjunction with the Annual Meeting. This process has involved the participation of all directors, to taketaking advantage of their broad range of expertise and experience as part of thedecision-making process.From time to time, theCommittee may engage the services of an executive search firm to assist in identifying and evaluating candidates for the Board. The CompensationGovernance Committee will consider qualified candidates for director nominees suggested by theour Company’s stockholders. Stockholders can suggest qualified candidates for director nominees by writing to the Corporate Secretary of theour Company at One Edwards Way, Irvine, California 92614. Submissions should include the information about the director candidate and the stockholder making the submission that would otherwise be required by Article I, Section 2(f) of our Bylaws if the stockholder was nominating the individual for election to our Board. Submissions received that meetinclude such information, and provided that the recommended candidate meets the criteria described below, are forwarded to theour Compensation and Governance Committee for further review and consideration. TheOur Compensation and Governance Committee may also request additional information concerning the director candidate that it deems reasonably required to determine the eligibility and qualification of the director candidate to serve on our Board. Stockholders suggesting director candidates for consideration by our Board in connection with the next annual meeting of stockholders should provide their submission no earlier than January 12, 2024, and no later than February 11, 2024. Our Compensation and Governance Committee does not intend to evaluate candidates proposed by stockholders any differently thanfrom other candidates.theour Compensation and Governance Committee, is responsible for assessing, identifying, evaluating, and, ultimately, recommending to the stockholders individuals qualified to be directors of theour Company. We believe that diverse backgrounds and experiences strengthen Board performance and promote long-term stockholder value creation.TheCommittee’sand Governance Committee charter sets forth the membership criteria against which potential director candidates are evaluated. These written membership criteria state that theour Company “seeks a boardBoard with diversity of background4 among its members as determined by our Board in its business judgment, which may include diversity of | 2018I2023 Proxy Statement5
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among its members, including diversity of
The
intelligence,
honesty,
perceptiveness,
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maturity,
•high ethics and standards,
integrity,
fairness and responsibility,
• responsibility;
the ability to hold• independent opinions and expressthe willingness to state them in a constructive manner.
Further, before a Board member accepts a position on another public company’s board of directors, the Board member informs the Chairman and CEO as well as the Lead Independent Director.
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75, except in special circumstances specifically approved by our Board. In light of the robust process described above, our Board believes our nominees’ skills, expertise, and experience and their mix of qualifications and attributes strengthen our Board’s independent
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| 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 | ||||||||
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– 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.,
to 2019 •Thoratec Corporation, Select Professional Experience and Highlights: •Stanford Hospital & Clinics – President and Chief Executive Officer, from 2002 until her retirement in 2010 |
| •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. | |||||
 | Kieran T. Gallahue Former Chairman and CEO, CareFusion Corporation Age:59 Director Since:2015 | Edwards Board Role: •Audit Committee Member | ||||||||||||
Other Current Public Company Directorships: • Envista Holdings Corporation, since 2019 – Chair of the Nominating and Governance Committee, since 2019 Other Public Company Directorships Previously Held: • Arena Pharmaceuticals, Inc., from 2018 to 2022 – Member of the Audit Committee, from 2018 to 2022 • Intersect ENT, Inc., from 2015 to 2022 – Chairman of the Board, from 2020 to 2022 – Member of the Audit Committee, from 2015 to 2022 • CareFusion Corporation, from 2011 to 2015 • Volcano Corporation, from 2007 to 2015 • ResMed, Inc., from 2008 to 2011 Select Professional Experience and Highlights: • CareFusion Corporation, a global medical technology company (acquired by Becton, Dickinson and Company in March 2015) – Chairman and Chief Executive Officer, from 2011 until his retirement in 2015 • ResMed, Inc. – Chief Executive Officer, from 2008 to 2011 – President, from 2004 to 2011 – President and Chief Operating Officer, Americas, from 2003 to 2004 | • Nanogen, Inc. – Various positions, including President and Chief Financial Officer, from 1998 to 2002 • Prior to 1998, various marketing, sales, and financial positions within Instrumentation Laboratory, the Procter & Gamble Company, and the General Electric Company • Served on the Board and Executive Committee, and as Chairman of the International Committee and Treasurer of Advanced Medical Technology Association (AdvaMed) Select Skills and Qualifications: Mr. Gallahue provides valuable insights and direction to our Board gained through extensive executive management experience at medical technology companies. His leadership roles on other public company boards and committees and prior experience as a public company chief financial officer also enable him to contribute informed financial and accounting perspectives to our Board and Audit Committee. Throughout his career, Mr. Gallahue has gained expertise and experience in areas that we believe are important to the success of our Company as we execute on our patient-focused innovation strategy, including experience in the medical technology industry, as a senior executive managing global operations, risk management and oversight, marketing and corporate strategy. | |||||||||||||||
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2017 Previously Held: | • Lazard Freres & Co., from 2003 to 2010 – Senior Advisor and Managing Director • Dresdner Kleinwort Wasserstein (and its predecessor Wasserstein Perella & Co.), Mergers & Acquisitions and Corporate Finance, from 1995 to 2002 – Director and Managing Director • Salomon Brothers Inc., from 1987 to 1995 – Associate and Vice President, Corporate Finance • PricewaterhouseCoopers LLP, from 1982 to 1986 – Staff Consultant and Senior Consultant • National Association of Corporate Directors’ Directorship 100 Award Select Skills and Qualifications: Ms. Heisz’s career in the banking industry, in-depth knowledge of capital markets, and previous public company board and audit committee experience enhances our Board’s ability to effectively oversee financial reporting, enterprise and operational risk management, as well as corporate finance, tax, treasury, and governance matters. Serving as a director for global companies and having led a global team, Ms. Heisz also brings with her international experience as well as experience in areas including finance and the financial industry, mergers and acquisitions in addition to regulatory and compliance. Ms. Heisz’s many years of experience as a senior executive and board member has demonstrated invaluable contributions as not only a member of the Board but also in her leadership as Chairperson of the Audit Committee. | |||||||||||||||
 | Paul A. LaViolette Managing Partner and COO, SV Health Investors LLC Age:65 Director since:2020 | Edwards Board Role: •Compensation and Governance Committee Member | ||||||||||||||
Other Public Company Directorships Previously Held: •Misonix, Inc., from 2019 to 2021 •Asensus Surgical, Inc. (formerly known as TransEnterix, Inc.), from 2014 to 2021 •Thoratec, from 2009 to 2015 Select Professional Experience and Highlights: •SV Health Investors LLC, a specialist healthcare fund management company, since 2009 –Managing Partner and Chief Operating Officer, since 2014 •Advanced Medical Technology Association (AdvaMed), from 1998 to 2008 •Boston Scientific Corporation, –Various executive positions, including serving as Chief Operating Officer, from 2004 to 2008 •C.R. Bard Inc., from 1984 to 1993 –Various marketing and general management positions | • Kendall, Inc., from 1980 to 1984 – Various marketing positions • Medical Device Manufacturers Association – Chairman of the Board, from 2016 to 2019 • Innovation Advisory Board for the Mass General Brigham Health System – Chairman of the Board, since 2015 Select Skills and Qualifications: As a result of his over 40 years in the medical technology industry, Mr. LaViolette brings extensive global executive experience. His many years of working with large, global organizations and start-ups, which he continues to do today, provides him with a unique perspective on strategy and innovation as well as corporate development. Mr. LaViolette also has experience in many other areas, including operations management, human capital resources, marketing and communications, corporate strategy and corporate governance. In addition, Mr. LaViolette’s service on other boards, including numerous chairmanships, has enabled him to be a valuable contributor, offering astute insight in the strategic discussions at our Board and Compensation and Governance Committee meetings. | |||||||||||||||
 | Steven R. Loranger Former Chairman, President and CEO ITT Corporation Age: 71 Director Since: 2016 | Edwards Board Role: • Audit Committee Member | ||||||||||||||
Other Current Public Company Directorships: • Xylem Inc., since 2011 – Member of the Leadership Development and CompensationCommittee, since 2018 – Chair of the Finance and Technology Committee, since 2017 – Member of the Audit Committee, from 2011 to 2018 – Member of the Nominating and Governance Committee, from 2011 to 2017, Chair since 2023 Other Public Company Directorships Previously Held: • FedEx Corporation, from 2006 to 2014 • ITT Exelis, Inc., from 2011 to 2013 Select Professional Experience and Highlights: • Xylem Inc., a global water technology provider – Interim Chief Executive Officer and President, from 2013 until his retirement in 2014 • ITT Corporation – Chairman, President and Chief Executive Officer, from 2004 to 2011 | • – Executive Vice President and Chief Operating Officer, from 2002 to 2004 • Honeywell International Inc. and its predecessor company, AlliedSignal, Inc. – Various executive positions, including serving as President and Chief Executive Officer of its Engines, Systems and Services
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businesses, from 1981 to 2002 | ||||||||||||||
 | Ramona Sequeira President, Global Portfolio Division, Takeda Pharmaceuticals USA, Inc. Age: 57 Director Since: 2020 |
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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: Director Since:2014 | Role: | ||||||||||
Previously Held: | since 2012 | |||||||||||
THE BOARD RECOMMENDS A VOTE“FOR”THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR
10 | 2018I2023 Proxy Statement11
 | Bernard J. Zovighian President and incoming CEO, Edwards Lifesciences Corporation Age: 55 Director Since: N/A | Edwards Board Role: •Board Nominee | |||||||||
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. | ||||||||||
| THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR. | ||||
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Edwards Lifesciences Corporation | 2018 Proxy Statement11
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Over time, we have amended our Charter and Bylaws to adopt various stockholder rights andor taken other actions to align our corporate governance practices with our stockholders’ interests.
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| Topic | Action Taken in Response to Stockholder Feedback | |||||
Lead Independent Director Responsibilities |
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| Proxy Access | •Amended our Bylaws to | |||||
| Disclosure of EEO-1 Data | • Disclosed our EEO-1 data and relevant infographics on our website | |||||
DeclassifiedBoard |
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No Supermajority Voting |
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Poison Pill |
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Majority Voting inDirector Elections |
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12 Edwards Lifesciences Corporation | 2018 Proxy Statement
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Our Board believes that it is important to have an active, engaged Ms. Marsh’s continuation as our Lead Independent Director—even while the Chief Executive Officer and independent Board. Our Governance Guidelines provide that a substantial majority of our Board and all of the members of our Audit Committee and Compensation Committee will be independent under the applicable rules of the NYSE. All members of our Board, other than the Chairman are independent. In order to assure that the independent directors are not inappropriately influenced by management, thenon-management members of the Board meetpositions are separate—will facilitate open communication by our independent directors and safeguard the continued independent oversight of our Company by our Board.
• reviews and approves Board meeting agendas and relevant information provided to our Board;
provides feedback to management from the Board’s executive sessions;
•coordinates the activities of the independent directors, including calling meetings of the independent directors as necessary and appropriate to address their responsibilities;
•provides advice and counsel to the Chairman;Chairman and
•consults and directly communicates with major stockholders and other stakeholders on behalf of our Board, as appropriate, including participation in theour Company’s stockholder outreach efforts.
Lead Independent Director and working through its committees, proactively participates in the oversight of management’s actions. At each regularly scheduled Board meeting, and at least once per quarter, Roleas a whole works together to oversee management’s execution of our Company’s operations, our Company’s risk exposure and risk management plans, and our Company’s overall strategic direction, the Lead Independent Director, who applies her many years of board governance experience, works closely with the Chairman of the Board and takes action as determined necessary or appropriate to ensure there is critical independent oversight in these key areas of focus. These additional actions include, but are not limited to:an importanta priority of thefor our Board. Its role includes understanding the critical risks in the business, including the severity and immediacy of such risks, allocating the responsibilities for risk oversight among the full Board and its committees, evaluating theour Company’s risk management processes and facilitating open communication between management and theour directors.theour Board oversees risk management, theour Company’s management is charged with managing risk and bringing to theour Board’s attention emerging risks as well as discussing the most material risks. We have robust internalstatus of the long-term risks facing our Company. Our strategic planning processes thatare designed to facilitate the identification and management of such risks and assureensure regular communication with theour Board and its committees. Our Board, with independent leadership from the Audit Committee.theour Company’s management provides the full Board with an analysis and assessment of the key risks facing our Company. Our Lead Independent Director and the Chairpersons of our two committees review and approve the agendas for, and information provided in, such meetings, and, after consulting with the Chairman of our Board, may call for additional meetings or executive sessions of our Board or its committees to discuss risk-related topics as they may, individually or collectively, determine necessary or appropriate. Our Board also regularly engages with outside advisors and experts as it deems appropriate from time to time to evaluate and anticipate current key risk areas and consider strategies to respond. These advisors and experts provide valuable information, including clinicians’ perspectives, and best practices, landscape overview, industry trends and peer data in areas such as the global regulatory environment, governance, compensation, global operations and sustainability, to facilitate our Board’s fulsome review and discussion of these risk areas with the management team, which then informs action and strategy.mostchief compliance officer) meet at least annually, and more often as needed, to review various potential risks to our Company, including those related to financial reporting, product development, continuity of operations, regulatory compliance, succession planning, physical facilities and other topics. Our Chief Responsibility Officer reports directly to our Audit Committee and is responsible for the management of compliance risks through implementation and oversight of a comprehensive global program designed to ensure adherence to laws and regulations, including but not limited those covering anti-corruption, healthcare fraud and abuse, public procurement and antitrust. Further, the Senior Vice President of Enterprise Risk Management also reviews and discusses with the full Board potential risks related to our strategic plan in connection with an annual strategic review of our Company.risks.The Board implements its risk oversight function both as a whole and through delegation to its committees. Both committees play significant rolesrole in carrying out theour Board’s risk oversight function.The Our Audit Committee oversees risks related to theour Company’s financial statements and the financial reporting process, including our internal control over financial reporting, disclosure controls and procedures and accounting matters. In its oversight of our controls and procedures, our Audit Committee may receive reports or recommendations for the improvement of such controls and procedures from our Senior Vice President of Global Internal Audit, other members of management or our Company’s independent auditor to help mitigate risk. Our Audit Committee may engage such other advisors as it deems appropriate to assess our Company’s management of risk. It also regularly reviews Edwards’our risk management processes andenterprise-wide risk management, focusing primarily on manufacturing processes and supplier quality, product development processes and systems, continuity of our operations and regulatory compliance issues. Thecompliance. Our Audit Committee also regularly reviews treasury risks (insurance, credit, debt, currency risk and hedging programs), legal and compliance risks, information technology infrastructure andcyber-security risk, and other risk management functions.functions; senior leaders of our Company present at least twice a year, and sometimes more frequently as applicable, on information technology infrastructure and cybersecurity and information security risks. In addition, theour Audit Committee considersregularly reviews the corporate compliance program to assess its effectiveness at identifying and managing compliance risks, including but not limited to the Company’s reputationmechanisms and relatedchannels for compliance concerns to the maintenance of a confidential anonymous reporting hotline for ethical and compliance issues. Thebe reported. Our Audit Committee periodically receives reports on, and discusses, the risk management and escalation process, and reviews significant risks and exposures with the subject matter experts inidentified by management, the internal auditors, or the independent public accountants, who identityincluding the steps management has taken to monitor and control such risks and report them to the Audit Committee.Theexposures.theour Compensation and Governance Committee considers theour Company’s compensation policies and practices to determine if their structure or implementation provides incentives to employees to take unnecessary or inappropriate risks that could have a material adverse effect on theour Company. TheOur Compensation and Governance Committee also reviews compensation and benefits plans affecting employees, in addition to those applicable to executive officers. TheOur Compensation and Governance Committee has determined that the implementation and structure of the compensation policies and practices do not encourage unnecessary and inappropriate risks that could have a material adverse effect on theour Company. TheOur Compensation and Governance Committee further Edwards Lifesciences Corporation | 2018 Proxy Statement13
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determined that theour Company’s compensation programs and practices appropriately encourage employees to maintain a strong balance sheet, improve operating performance and create value for stockholders, without encouraging unreasonable or unrestricted risks. In making these determinations, theour Compensation and Governance Committee considered the views of theour Company’s compensation staff, legal counsel and internal audit team, as well as its Compensation Consultant (as defined below). In addition, theour Compensation and Governance Committee oversees risks associated with theour Company’s political activities and expenditures, as well as its sustainability practices.
Therisks related to corporate social responsibility principles, programs and practices, including environmental and social affairs. Moreover, our Compensation and Governance Committee oversees our Company’s program for engaging with stockholders on corporate governance and other matters relating to meetings of the Company’s stockholders.
above, facilitates effective risk oversight by our Board by ensuring independent director review, led by our Lead Independent Director and working through our independent Board committees, of key risk areas and management’s risk management actions and priorities. We further believe that Mr. Mussallem, in his role as non-executive Chairman of the Board following the Annual Meeting, will be instrumental in guiding our independent directors’ understanding of the most critical risks facing our Company and in helping them challenge members of management to reinforce the effectiveness of the Company’s enterprise risk management.
The2022.
Director Candidates.” The ages of our directorsdirector nominees range from 5455 to 73,74, with an average age of approximately 65.64. We believe in a balanced approach to director tenure that allows theour Board to benefit from a mix of newer directors who bring fresh perspectives and seasoned directors who bring continuity and a deep understanding of our business. DirectorFor our nominees, lengths of service on our Board range from approximately two0 years to approximately 1723 years, with an average tenure of approximately six8 years. Our Board gender diversity is 25%.In addition, 33.3% of our nominees are female, and 22% of our nominees are ethnically or racially diverse. None of our directorsthe nominees currently servesserve on the boards of directors of more than two other public companies.
Audit Committee Membership | ||
Leslie S. Heisz, Chair | ||
Kieran T. Gallahue | ||
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| Ramona Sequeira | ||
Ms. Heisz was appointed as Chair• Our Board has determined that each member of theour Audit Committee on May 11, 2017 after Mr. Cardis retired at the 2017 annual meeting of stockholders.
Each member is “independent,” “financially literate,” and an “audit committee financial expert” under applicable rules of the NYSE and the SEC.
The• Our Audit Committee held nine meetings in 2017.
•the integrity of The Our Audit Committee assists theour Board in fulfilling its oversight responsibilities relating to:to, among other things:theour Company’s financial statements;
•compliance with legal and regulatory requirements;
•monitoring the independent registered public accounting firm’s qualifications, performance and independence;
•the performance of theour Company’s internal audit function;
the• our Company’s investment and hedging activities; and
•enterprise-wide risk risks and management practices.
14 Edwards Lifesciences Corporation | 2018 Proxy Statement
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TheOur Company has afull-time internal audit function that reports to theour Audit Committee and to the CFO, and is responsible for, among other things, objectively reviewing and evaluating the adequacy, effectiveness and quality of theour Company’s system of internal controls. TheOur Company also has a Chief Responsibility Officer who manages theour Company’s ethics and compliance programs reportingand reports directly to theour Audit Committee and the CEO.
TheCommittee.
Compensation and Governance
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Martha H. Marsh | ||
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Each• Our Board has determined that each member of our Compensation and Governance Committee is “independent” under the rules of the NYSE and a “nonemployee director” underRule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),.
The CompensationGovernance Committee held five meetings in 2017.
Purpose. The
exercising• overseeing management of succession planning, attraction and retention of talent, and risks related to the authoritydesign of the Board concerning employee benefit plans;
advising the Board on otherexecutive compensation programs and employee benefit mattersarrangements;
•overseeing the evaluation of theour Board and executive officers.
officers, and (ii) the Administrative and Investment Committee the administrative and fiduciary functions related to our Company’s employee benefit plans, including the review of funding and investment of plan funds, and the authority to approve amendments to the plans, appoint trustees and enter into trust agreements.
Edwards Lifesciences Corporation | 2018 Proxy Statement15
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TheOur Compensation and Governance Committee also advises theour Board on Board committee structure and membership and corporate governance matters. It evaluates the governance environment, receives feedback from management interactions with stockholders, and reviews and recommends to theour Board corporate governance enhancements that are in the best interest of theour Company and itsour stockholders.
The
The planned retirement of Mr. Mussallem as our Chief Executive Officer and the transition of Mr. Zovighian into the role took many months of thoughtful discussion and planning. As part of the process, both internal and external candidates were evaluated for the CEO role.
Our Board, understanding the importance of this decision, was fully engaged in the process of evaluating candidates for the CEO role and selecting Mr. Zovighian as the successor to Mr. Mussallem. Our Board continues to be engaged to support a successful leadership transition.Our Board recognizes
| Board Oversight Over Environmental, Sustainability, and Corporate Social Responsibility | ||
Aspirations. Our team continues to assess and report progress on our goals annually, and has organized its structure within Edwards to further align sustainability initiatives to Edwards’ corporate strategy and overall goals.
Ethisphere’s• For the third consecutive year, Edwards appeared on Barron’s fifth annual list of the 100 Most Sustainable Companies in the United States. Significant performance indicators included increased efforts to mitigate our impact on the environment, as well as initiatives undertaken to bolster employee welfare, community health and customer satisfaction.
First time• Edwards was again a constituent of theDJSI ESG World and North America Index—Indices—the Dow Jones Sustainability North AmericaWorld index tracks the performance of the top 20%10% of the 6002,500 largest United States and Canadian companies in the S&P Global Broad Market Index that lead the field in sustainability;
CPA-Zicklin Trendsetter from the 2017 CPA-Zicklin Index of Corporate Political Disclosure
ConstituentJUST Capital. This is an evaluation of the globalMSCI ACWI ESG Leaders Index—index provides exposurelargest publicly traded U.S. companies, which are ranked on the issues Americans care about most, according to companies with high ESG performance relative to their sector peers and consistsJUST Capital's polling of large and mid-cap companies across 23 Developed Markets and 24 Emerging Markets countries.
16 Corporation | 2018 Proxy Statementwas honored as one of the World’s Most Ethical Companies® by the Ethisphere Institute, a global leader in defining and advancing the standards of ethical business practices. Honorees represent the individuals and leaders diligently working to build world-class programs and advance corporate cultures defined by integrity and those companies contributing to broader societal imperatives and the greater good. In 2023, 135 honorees were recognized, spanning 19 countries and 48 industries.
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Edwards’More details on our sustainability approach and performance can be found in our Sustainability Report discusses our programs and practices designed to promote ethical business practices, good corporate governance, and thewell-being and health of our environment, employees, and the communities in which we live and work. We conducted a comprehensive materiality assessment through engagement with internal and external stakeholders that identified the sustainability topics that matter most for the Company. Sustainability targets were set that align with our five Corporate Aspirations. And, we published our Sustainability Metricsat-a-Glance to provide a snapshot of our environmental, social responsibility, and corporate governance data. Our Sustainability Report is posted on our website atwww.edwards.com/sustainability. A complete list of recognitions can be found on our website at www.edwards.com under “About Us – Corporate Responsibility.”
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Our Board has designed robust internal processes to oversee our
Company’s sustainability principles, strategies,“Newsroom—Awards and initiatives
| 2018I2023 Proxy Statement1721
In 2017, changes were made to the director compensation program to align director pay with the peer median:
eliminated the initial equity award granted to new nonemployee directors;
eliminated Committee meeting fees paid for attendance at Committee meetings;
increased the annual retainer paid to each nonemployee director from $60,000 to $65,000;
increased the annual equity grant value from $200,000 to $225,000;
increased the Audit Committee Chair’s fee from $20,000 to $25,000;
added an Audit Committee member annual retainer fee of $5,000; and
added a $1,500 per meeting fee, but only if meetings exceeded 10 meetings for the Board, 10 meetings for the Audit Committee, or 7 meetings for the Compensation and Governance Committee.
Director Compensation Table – 2017
2022
Name
| Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Total ($) | ||||||||||||||||
Mr. Cardis(3)
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$10,000 |
| — | — |
$ |
10,000 |
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Mr. Gallahue
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14,000 |
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$ |
224,940 |
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$ |
60,360 |
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299,300 |
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Ms. Heisz
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33,000 |
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224,940 |
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60,360 |
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318,300 |
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Dr. Link
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23,000 |
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289,967 |
| — |
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312,967 |
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Mr. Loranger
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4,000 |
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289,967 |
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— |
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293,967 |
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Ms. Marsh
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69,000 |
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224,940 |
| — |
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293,940 |
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Mr. von Schack
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39,000 |
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289,967 |
| — |
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328,967 |
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Mr. Valeriani
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69,000 |
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224,940 |
| — |
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293,940 |
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18 Edwards Lifesciences Corporation | 2018 Proxy Statement
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Name
($)(1)
Awards
($)(2)
Awards
($)(2)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
Nonemployee Director Retainers and Fees
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Annual Retainers | ||||
Nonemployee Director |
$ |
65,000 |
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Presiding Director |
$
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25,000
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Audit Committee Chair | $ | 25,000 | ||
Audit Committee Member | $ | 5,000 | ||
Additional Meeting Fees if meetings exceed the following: |
$
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1,500
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*
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– 10 meetings for the Board | ||||
– 10 meetings for the Audit Committee | ||||
– 7 meetings for the Compensation and Governance Committee | ||||
Compensation Committee Chair |
$ |
18,000 |
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| 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 | $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 | ||||
The For 2022, our Board provided that each nonemployee director in office following our 2022 annual equity award ismeeting would be granted on the day after our annual meeting. The option exercise price is the closing price of our common stock on the grant date. Options are valued as of theRSUs having a grant date using the Black-Scholes valuation model, and the RSUs are valued at the fair market value of $250,000, rounded to the common stock on the grant date.
nearest whole share.
Prior to 2017, upon a nonemployee director’s initial election to the Board, the new nonemployee director received a grant of the number of RSUs or stock options determined by dividing $200,000 by the fair value of a share on the grant date for RSUs, or the fair value of an option on the grant date, estimated using the Black-Scholes valuation model, and in either case rounding up to the nearest whole share, provided that in no event shall such number exceed twenty thousand (20,000) shares. Initial stock option awards vest one-third each year over three years from the grant date, subject to the nonemployee director’s continued service on the Board,requirements described in “Directors’ Stock Ownership Guidelines and subject to earlier vesting in the event of the nonemployee director’s death or disability. The exercise price of an option is the closing price of our common stock on the date of the award. With respect to initial stock option awards granted after May 14, 2013, the shares of our common stock issued upon exercise of the options must be held until the nonemployee director no longer serves on the Board.
Edwards Lifesciences Corporation | 2018 Proxy Statement19
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common stock on the grant date. If a director makes a timely election to receive a restricted share award, the shares are granted on the date the cash retainer would otherwise have been paid, and the number of shares granted is equal to the portion of the cash retainer to be paid in the form of restricted shares divided by the fair market value per share of the common stock on the grant date. The restrictions on the restricted shares lapse upon the earlier of (1) the one-year anniversary of the grant date or (2)and the date of the next regular annual meeting of stockholders at which members of theour Board are to be elected.
elected, subject to earlier vesting in the event of the nonemployee director’s death or disability or in connection with a change in control of Edwards.
The Our Board may change compensation and reimbursement arrangements for nonemployee directors from time to time.
20
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||
| Name | Grant Date | Exercise ($) | Unvested Option Awards (#) | Option Awards Vested and Outstanding (#) | Stock Awards Not Vested (#) | |||||||||||||||||||||||||
Mr. Gallahue |
|
02/19/2015 |
|
$ |
66.860 |
|
|
3,584 |
(1) |
|
7,168 |
(1) |
|
— |
| |||||||||||||||
| 05/12/2017 | 110.590 | — | 2,352 | (2) | — | |||||||||||||||||||||||||
| 05/12/2017 | — | — | — | 2,034 | (3) | |||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Total | — | — | 9,520 | 2,034 | ||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Ms. Heisz |
|
07/14/2016 |
|
|
107.030 |
|
|
4,372 |
(1) |
|
2,185 |
(1) |
|
— |
| |||||||||||||||
| 05/12/2017 | 110.590 | — | 2,352 | (2) | — | |||||||||||||||||||||||||
| 05/12/2017 | — | — | — | 2,034 | (3) | |||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Total | — | — | 4,537 | 2,034 | ||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Dr. Link |
|
05/12/2017 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,034 |
(3) | |||||||||||||||
| 05/12/2017 | — | — | — | 588 | (4) | |||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Total | — | — | — | 2,622 | ||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Mr. Loranger |
|
05/12/2016 |
|
|
105.590 |
|
|
4,400 |
(1) |
|
2,199 |
(1) |
|
— |
| |||||||||||||||
| 05/12/2017 | — | — | — | 2,034 | (3) | |||||||||||||||||||||||||
| 05/12/2017 | — | — | — | 588 | (4) | |||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Total | — | — | 2,199 | 2,622 | ||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Ms. Marsh |
|
11/19/2015 |
|
|
77.965 |
|
|
3,192 |
(1) |
|
6,382 |
(1) |
|
— |
| |||||||||||||||
| 05/12/2017 | — | — | — | 2,034 | (3) | |||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Total | — | — | 6,382 | 2,034 | ||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Mr. von Schack |
|
05/12/2017 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,034 |
(3) | |||||||||||||||
| 05/12/2017 | — | — | — | 588 | (4) | |||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Total | — | — | — | 2,622 | ||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Mr. Valeriani |
|
11/13/2014 |
|
|
62.275 |
|
|
— |
|
|
11,536 |
(1) |
|
— |
| |||||||||||||||
| 05/12/2017 | — | — | — | 2,034 | (3) | |||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
Total | — | — | 11,536 | 2,034 | ||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||
|
|
|
|
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 | |||||||||||||||||||||||||||||
| Ms. Sequeira | 05/04/2022 | — | — | — | 2,300(1) | |||||||||||||||||||||||||||
| Total | — | — | 2,300 | |||||||||||||||||||||||||||||
| Mr. Valeriani | 05/04/2022 | — | — | — | 2,300(1) | |||||||||||||||||||||||||||
| Total | — | — | 2,300 | |||||||||||||||||||||||||||||
| 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% | ||||||||||||
| Principal Stockholder Name and Address | Total Shares Beneficially Owned | Percentage of Class | ||||||||||
BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055
| 15,410,737 |
| 7.32
| %
| ||||||||
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355
| 21,328,999 |
| 10.14
| %
| ||||||||
|
|
9, 2023. The Schedule 13G/A indicates The Vanguard Group had shared voting power for 919,995 shares, sole dispositive power for 48,970,628 shares and shared dispositive power for 2,588,763 shares as of December 31, 2022.
January 31, 2023.
| 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
|
|
822,032
|
|
|
1,566,820
|
|
|
2,388,852
|
|
|
1.14
|
%
| |||||||||||||
Mr. Ullem
|
|
61,659
|
|
|
264,011
|
|
|
325,970
|
|
|
*
|
| |||||||||||||
Mr. Bobo
|
|
88,640
|
|
|
251,683
|
|
|
339,801
|
|
|
*
|
| |||||||||||||
Ms. Szyman
|
|
14,424
|
|
|
53,996
|
|
|
68,420
|
|
|
*
|
| |||||||||||||
Mr. Wood
|
|
98,828
|
|
|
156,377
|
|
|
255,205
|
|
|
*
|
| |||||||||||||
Mr. Gallahue
|
|
11,566
|
|
|
13,104
|
|
|
24,670
|
|
|
*
|
| |||||||||||||
Ms. Heisz
|
|
—
|
|
|
4,537
|
|
|
4,537
|
|
|
*
|
| |||||||||||||
Dr. Link
|
|
38,562
|
|
|
—
|
|
|
38,562
|
|
|
*
|
| |||||||||||||
Mr. Loranger
|
|
7,529
|
|
|
2,199
|
|
|
9,728
|
|
|
*
|
| |||||||||||||
Ms. Marsh
|
|
1,941
|
|
|
6,382
|
|
|
8,323
|
|
|
*
|
| |||||||||||||
Mr. von Schack
|
|
37,894
|
|
|
—
|
|
|
37,894
|
|
|
*
|
| |||||||||||||
Mr. Valeriani
|
|
4,983
|
|
|
11,536
|
|
|
16,519
|
|
|
*
|
| |||||||||||||
All directors and executive officers as a group (14 persons)
|
|
1,297,645
|
|
|
2,574,521
|
|
|
3,872,088
|
|
|
1.84
|
%
| |||||||||||||
|
|
22
| 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% | |||||||||||||||||||
| |||||
 |
| ||||
 | 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 | ||||
| |||||
 | Jean-Luc Lemercier, | ||||
 |
| |||||
Edwards Lifesciences Corporation | 2018 Proxy Statement23
| |||||
 |
| |||||
|
| |||||
| ||||||
 |
| |||||
24
| 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 | ||
transform care for those impacted by structural heart disease or who require hemodynamic monitoring in the hospital setting.
Edwards Lifesciences Corporation | 2018 Proxy Statement25
|
Long-term incentive awards are designed to align the financial interests of our executives with those of stockholders. Awards granted to our NEOs in 2017 included stock options, PBRSUs andtime-based RSUs. The value of stock options is dependent upon stock price appreciation after the date of grant of the award, reinforcing theperformance-based nature of these awards. Edwards continues to believe the use of stock options is appropriate and essential to retain executive talent and reinforce ourlong-term growth strategy, as a company focused on exceptional revenue growth, strong profitability, andlong-term stockholder returns. The payout of PBRSUs is based on relative TSR over athree-year period compared to apre-selected peer group. Since RSUs are paid out in shares of Edwards’ stock, their value is also directly linked to stock price.
Edwards’ 2017 NEOs are as follows:
|
|
|
|
|
|
2017
Strong sales growthpatients:
Clinician and patient preferences for our innovative transcatheter valve therapies, including the best-in-class Edwards SAPIEN 3 Ultra RESILIA valve in the U.S. incorporating Edwards’ breakthrough RESILIA tissue technology in the industry-leading SAPIEN 3 Ultra transcatheter heart valve;
Continued• Achieved our significant 2022 milestones in transcatheter mitral and tricuspid therapies, as we continued to make meaningful progress on advancing our three key value drivers: a portfolio of pioneering therapies for patients, positive pivotal trial results to support approvals and adoption, and favorable real-world clinical outcomes. We received European regulatory approval for PASCAL Precision, a unique system designed for transcatheter-based edge-to-edge leaflet repair in patients suffering from mitral and tricuspid regurgitation. We also received U.S. FDA approval for the PASCAL Precision system for the treatment of patients with degenerative mitral regurgitation;
Broad usethe launch of our critical care technologies, includingMITRIS RESILIA valve; and
Additionally, we continued to invest aggressively in our technology pipeline and infrastructure, growing research and development investments by 25% to advance our transformational transcatheter structural heart programs.
26 Edwards Lifesciences Corporation | 2018 Proxy Statement
|
SPSIHE. The cumulative total return listed below assumes an initial investment of $100 at the market close on December 31, 2017, and reinvestment of dividends. Stockholder returns over the indicated period should not be considered indicative of future stockholder returns.
* $100 invested at market close on December 31, |
2017, in stock or index, including reinvestment of dividends. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
The PBRSUs awarded to NEOs in 2014 that vested in 2017 were based on Edwards’ TSR over athree-year performance period relative toPayment” below for additional information regarding the TSRannual cash incentive payment.
Edwards Lifesciences Corporation | 2018 Proxy Statement27
|
Compensation Program Highlights. The Compensation Committee believes that its executive compensation and benefits philosophy and objectives have resulted in programs that align executives with stockholder interests.
| ||||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
| ||||
|
| |||
|
| |||
|
| |||
|
| |||
Consideration ofSay-on-Pay Vote Results. At our 20172022 annual meeting, our stockholders cast an advisory vote on the compensation of our NEOs (a“say-on-pay” “say-on-pay” vote). Approximately 95%90% of the votes cast on this proposal voted in favor of
•offer programs that place a higher emphasis onperformance-based compensation than fixed compensation;
28 Edwards Lifesciences Corporation | 2018 Proxy Statement
|
•align the financial interests of executives with those of our long-term stockholders; and
•provide compensation that is competitive.
 |  |
The
•Annual and periodic reviews of executive total compensation relative to peers;
•Annual and periodic reviews of Directordirector total compensation;
Responses to• Annual and periodic reviews of our Company’s comparator group;
Edwards Lifesciences Corporation | 2018 Proxy Statement29
|
•Presentations on specialized areas, including 280G calculations, officer tally sheets, and plan summaries;
•Reports to theour Compensation and Governance Committee on market trends and best practices in compensation; and
•Attendance and participation in all Compensation and Governance Committee meetings and stockholder consultations, as requested.
generally awarded.
| ||||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
2021. After evaluating a series of qualitative and quantitative factors among other publicly traded U.S. companies in our industry, including scale, talent, business, and operational characteristics and overlap among peers, our Compensation and Governance Committee selected the Compensation Committee
30 Edwards Lifesciences Corporation | 2018 Proxy Statement
| |||||
| 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. | ||||
added Abbott Laboratories, Agilent Technologies, Inc, Alexion Pharmaceuticals, Inc., IDEXX Laboratories, Inc., Medtronic Plc, Teleflex, Inc. and Waters Corporation to the comparator group used to make 2017 executive compensation decisions.
When compared
Edwards Lifesciences Corporation | 2018 Proxy Statement31
|
Elements of Compensation Summary
Element of Compensation | Why We Pay this Element | Compensation and Governance Committee’s Evaluation Criteria | |||||||||||
Base Salary |
|
| |||||||||||
Annual Cash Incentive
|
|
| |||||||||||
| |||||||||||||
| X |
| ||||||||||||
| |||||||||||||
| X | |||||||||||||
Individual Performance Objective Achievement (determined at the beginning of the | |||||||||||||
| |||||||||||||
| |||||||||||||
Up to a maximum of 200% of | |||||||||||||
|
|
| |||||||||
32 Edwards Lifesciences Corporation | 2018 Proxy Statement
|
|
|
| |||||||||||
|
|
| |||||||||||
Perquisites |
|
| |||||||||||
The Our Compensation and Governance Committee utilizesestablishes for each NEO the amount of incentive payment that will be earned for targeted performance, referred to as the “Incentive Pay Objective.” Our Compensation and Governance Committee generally sets the Incentive Pay Objective at a level so that the total cash compensation (base salary plus incentive payment for expected performance) for theour NEOs will be at approximately the median of executives at comparable positions in the Comparator Group. TheOur Compensation Committee establishes for each NEO the amount of incentive payment that will be earned for expected performance, referred to as the “Incentive Pay Objective.”
The Compensationand Governance Committee then considers performance results to determine the actual cash incentive payments. In applying its discretion,
Edwards Lifesciences Corporation | 2018 Proxy Statement33
|
The 2017 Incentive PlanNEO for 2022 as well as the NEOs was structured to preserve the tax deductibility of paymentsmaximum amount that could have been earned by each NEO under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code (the “Code”). See “Tax and Accounting Implications—Policy Regarding Section 162(m)” below. As such, the Incentive Plan for NEOs in 2017 provided that achievement at2022 had the thresholdmaximum performance levels been attained (which for each NEO is 200% of any one of three Company financial measures (revenue growth, net income and free cash flow) would result in initial funding for the NEO’s Incentive Pay Objective).
|
The Compensationand Governance Committee, after consultation with management, sets annual incentive performance goals each year for achievement of financial measures and KODs. Financial measures arenon-GAAP calculations generally on the same basis as contained in our financial guidance, subject to further adjustment to account for material developments during the year. In February 2017,2022, our Compensation and Governance Committee selected revenue growth (50% weighting); earnings per share (30% weighting); and free cash flow (20% weighting) as the Compensation Committeefinancial measures under the Incentive Plan for 2022 and initially established the financial measures at the threshold,minimum, target, and maximum financial measure performance levels set forth in the chart below.
Incentive Plan funding is determined after results of achievement of the predetermined Our Compensation and Governance Committee chooses financial measures that are tied to our performance which is intended to motivate and KODs are known.
The following illustration shows how the Incentive Plan is funded.
|
|
|
|
|
Initially, the Board assesses the percentage of achievement ofpre-established Company financial measures. reward executives for our Company’s annual performance.
For 2017, our financial goals,
Based on the performance levels in the chart below, our financial measures funded at 175%.
2017 Company Financial Performance Measures*
| Percentage of Financial Measure Achievement | ||||||||||||||||||||
Minimum
| Target
| Maximum
| Actual
| |||||||||||||||||
Revenue Growth – 50% Weight
|
|
8.5
|
%
|
|
11.5
|
%
|
|
15.5
|
%
|
|
15.7
|
%
| ||||||||
Net Income ($M) – 30% Weight
|
$
|
679
|
|
$
|
709
|
|
$
|
751
|
|
$
|
771
|
| ||||||||
Free Cash Flow ($M) 20% Weight
|
$
|
564
|
|
$
|
614
|
|
$
|
664
|
|
$
|
691
|
| ||||||||
|
34 Edwards Lifesciences Corporation | 2018 Proxy Statement
|
The financial measure achievement is multiplied by the level of achievement ofpre-established Key Operating Drivers, or KODs. KODs, used under the Incentive Plan for 2022.The KODs are a rigorous set of milestones and metrics that are used throughout our Company to manage annual objectives at a more granular level. Annually, our Board establishes KODs each year to address specific business initiatives derived fromapproves our Company’s Strategic Imperatives, and operating plans.it is from these Strategic Imperatives that the KODs are derived. The KODs addresscontemplate near and long-term objectives of our multi-year strategy, and the KODs are how we translate these strategic goals into specific tangible and measurable progress towardquantifiable metrics to be achieved in any given year, holding all employees, including executives, accountable for our Company’s and their own performance.
In 2017, there were four KODs:
Lead
Financial Measure Achievement (%) | X | Key Operating Driver Achievement (%) | = | Actual Incentive Plan Funding (%) | |||||||||||||
Leadresults between the levels shown in emerging structural heart therapies
Extend leadershipthe chart and no portion of the incentive corresponding to a particular goal will be earned if actual performance falls short of the threshold minimum level for heart valvethat goal.
| Percentage of Financial Measure Achievement | |||||||||||||||||||||||||||||||||||||||||||||||
| Minimum (25%) | Target (100%) | Maximum (175%) | Actual (%) | ||||||||||||||||||||||||||||||||||||||||||||
| Revenue Growth – 50% Weight | 4% | 12% | 20% | 8% | |||||||||||||||||||||||||||||||||||||||||||
| Earnings per Share ($) – 30% Weight | $2.06 | $2.58 | $3.09 | $2.48 | |||||||||||||||||||||||||||||||||||||||||||
| Free Cash Flow ($M) – 20% Weight | $1,100 | $1,350 | $1,600 | $1,100 | |||||||||||||||||||||||||||||||||||||||||||
Business excellence
Based on the formula above, combining financial performance of 175%61% with KOD performance of 122%113%, theour Compensation and Governance Committee arrived at an actual calculated Incentive Plan funding of 214%69%. However, because the
|
Funding—Individual Performance
|
NEO |
| ||||||||||
| Mr. Mussallem |
| ||||||||||
| |||||||||||
| Mr. Zovighian | • Develop, evolve and execute the strategy for the Transcatheter Mitral and Tricuspid business to drive new product introductions, deliver sales growth and achieve financial goals; drive innovation and 2022 product development KODs; attract and retain a diverse, talented team; and promote a strong culture consistent with our Credo and Aspirations. | ||||||||||
• Our Compensation and Governance Committee noted that under Mr. Zovighian’s leadership, our Company maintained focus on TMTT key value drivers, developing best-in-class innovation, building a body of evidence to support approval and adoption, and delivering superior real world patient outcomes. Most noteworthy, our Company achieved early approval of the PASCAL technology in both Europe and the Unites States. Under his leadership, his team achieved 2022 product development KODs; continued to build a diverse, industry-leading team; and promoted a strong culture consistent with our Credo and Aspirations. | |||||||||||
| Mr. Ullem |
| ||||||||||
| |||||||||||
Mr. |
| ||||||||||
| |||||||||||
| |||||||||||
| |||||||||||
Mr. Wood |
| ||||||||||
| Progress Trial studying moderate AS patients. | ||||||||||
36 Edwards Lifesciences Corporation | 2018 Proxy Statement
|
2023.
approval as that was the effective date of grant for these options.
| ||||||||||||||||
2022 PBRSU Performance Levels | Annualized TSR vs Median of
| Payout as a Percentage of Target Award | ||||||||||||||
Maximum | +7.5% or more points from median | 175% |
|
| ||||||||||||
Target | Median |
|
|
| ||||||||||||
Threshold | -7.5% points from median | 25% |
|
| ||||||||||||
No Payout | More than-7.5% points from median | 0% |
|
| ||||||||||||
Edwards Lifesciences Corporation | 2018 Proxy Statement37
|
RSUs. RSUs grantedawarded in 2022 to theour NEOs become vested as to 50%vest 25% annually over four years on each anniversary of the total number of unitsaward date, subject to continued employment of the award recipient through the applicable vesting date. RSUs awarded prior to February 2020 vest 50% on each of the third and fourth anniversaries of the award date, subject to continued employment of the award recipient through the applicable vesting date.
stockholders.
The value of the PBRSUs awarded to our NEOs using this model in each of 2013 Our Compensation and 2014 differed from the Company’s stock price on the grant date, either positively or negatively, by approximately 30% as a result of applyingGovernance Committee does not apply the Monte Carlo simulation. As a result, the number of PBRSUs awarded to our executives has varied significantly year over year. Beginning in 2015, the Compensation Committee decided to calculatesimulation when it determines the number of PBRSUs to be awarded to executives usingan executive (instead basing the stock pricevalue of a PBRSU on the fair market value of the underlying “target” number of shares on the grant date, rather than by applying the Monte Carlo simulation model, in orderdate) to simplify the award process and to provide more consistent award sizing (based on the number of shares subject to the awards) from year to year. The Monte Carlo simulation model will continue to be applied, as required under applicable accounting rules, for purposes of valuing these awards in our financial disclosures and in presenting thegrant-date fair value of these awards in the “Summary Compensation Table.”
2017 PBRSU Awards | ||||||||
Name
| Value
| Value Required to be Included in Summary Compensation Table
| ||||||
Mr. Mussallem
|
|
$1,650,994
|
|
|
$2,071,342
|
| ||
Mr. Ullem
|
|
416,194
|
|
|
522,158
|
| ||
Mr. Bobo
|
|
399,656
|
|
|
501,410
|
| ||
Ms. Szyman
|
|
374,850
|
|
|
470,288
|
| ||
Mr. Wood
|
|
399,656
|
|
|
501,410
|
| ||
38 Edwards Lifesciences Corporation | 2018 Proxy Statement
|
| 2022 PBRSU Awards | ||||||||||||||||||||
| Name | Value Based on Grant Date Fair Market Value | Value Required to be Included in Summary Compensation Table | ||||||||||||||||||
| Mr. Mussallem | $ | 2,812,442 | 3,332,025 | |||||||||||||||||
| Mr. Ullem | 662,063 | 784,375 | ||||||||||||||||||
Mr. Lemercier (1) | 1,113,339 | 1,337,137 | ||||||||||||||||||
| Mr. Wood | 587,912 | 696,525 | ||||||||||||||||||
| Mr. Zovighian | 550,836 | 652,600 | ||||||||||||||||||
2014 PBRSU Performance Levels
| Rank of SPHESI
|
TSR Over Three-Year Period
|
Payout as a Percentage of Target Award
| |||||||
Maximum
|
75th Percentile
|
|
26
|
%
|
|
175
|
%
| |||
Target
|
50th Percentile
|
|
19
|
%
|
|
100
|
%
| |||
Threshold
|
25th Percentile
|
|
12
|
%
|
|
25
|
%
| |||
Edwards
|
95th Percentile
|
|
37
|
%
|
|
175
|
%
| |||
The
2019 PBRSU Performance Levels | Company’s TSR vs Median of SPSIHE Subset | TSR Over Three-Year Period | Payout as a Percentage of Target Award | ||||||||
| Maximum | +7.5% points from Median | 17.81% | 175% | ||||||||
| Target | Median | 10.31% | 100% | ||||||||
| Threshold | -7.5% points from Median | 2.81% | 25% | ||||||||
| Edwards | +14.55% points from Median | 24.86% | 175% | ||||||||
|
| |||||
| CEO | Other NEOs | |||||
| 6 times base salary | 3 times base salary | |||||
| All of
| ||||||
Edwards Lifesciences Corporation | 2018 Proxy Statement39
|
TheOur Compensation and Governance Committee conducts an annual review of the competitiveness of our perquisite program, including its individual components and levels, against the perquisite programs of companies in the Comparator Group. As a result of these reviews, theour Compensation and Governance Committee may make adjustments from time to time in the benefits and perquisites provided as it determines to be appropriate.
Car Allowance. An annual
2022.
Perquisite Allowance. NEOs receive a fixed annual allowance for certain expenses. The CEO receives $40,000 (plus two club memberships that are being used for corporate business purposes,
employment.
The agreement renews automatically for successive one-year terms.
The
40 Edwards Lifesciences Corporation | 2018 Proxy Statement
|
hischange-in-control severance agreement. The material terms of the severance arrangement are described in the section “Potential Payments upon Termination or Change in Control” below.
The
2018 Compensation Decisions. At its February 2018 meeting, the Compensation Committee approved average base salary increases of approximately 3.5% for the NEOs to maintain market competitiveness. The Compensation Committee also approved other base salary increases to recognize performance for other executives. In addition, the Compensation Committee established the Incentive Pay Objectives and the maximum bonus for each NEO, and established the Company’s 2018 financial measures and operational goals under the Incentive Plan.
Report on Form 10-K.
William
Steven R. Loranger
Nicholas J. Valeriani
Post-termination benefits for our NEOs are discussed in the section “Potential Payments Upon Termination or Change in Control” below.
– Fiscal 2020-2022
Name and Principal Position | Year | Salary $(1) | Bonus $(2) | Stock Awards $(3) | Option Awards $(3) | Non-Equity Incentive Plan Compensation $(4) | All Other Compensation $(5) | Total $ | ||||||||||||||||||||||||||||||||
Mr. Mussallem |
|
2017 |
|
$ |
995,385 |
|
|
— |
|
$ |
3,391,586 |
|
$ |
3,631,053 |
|
$ |
2,597,000 |
|
$ |
183,294 |
|
$ |
10,798,318 |
| ||||||||||||||||
Chairman of the Board and Chief Executive Officer
| 2016 | 976,731 | — | 2,943,863 | 3,409,180 | 2,228,226 | 176,099 | 9,734,099 | ||||||||||||||||||||||||||||||||
|
| 2015
|
|
| 941,731
|
|
| —
|
|
| 2,674,188
|
|
| 3,161,339
|
|
| 2,074,800
|
|
| 178,142
|
|
| 9,030,200
|
| |||||||||||||||||
Mr. Ullem |
|
2017 |
|
|
569,826 |
|
|
— |
|
|
855,664 |
|
|
914,598 |
|
|
800,400 |
|
|
44,082 |
|
|
3,184,570 |
| ||||||||||||||||
Corporate Vice President, Chief Financial Officer
| 2016 | 555,309 | — | 735,371 | 851,213 | 706,040 | 57,821 | 2,905,754 | ||||||||||||||||||||||||||||||||
|
| 2015
|
|
| 539,074
|
|
| —
|
|
| 675,278
|
|
| 796,272
|
|
| 721,000
|
|
| 70,593
|
|
| 2,802,217
|
| |||||||||||||||||
Mr. Bobo |
|
2017 |
|
|
573,506 |
|
|
2,000 |
|
|
821,135 |
|
|
881,474 |
|
|
802,473 |
|
|
68,501 |
|
|
3,149,089 |
| ||||||||||||||||
Corporate Vice President | 2016 | 557,668 | 4,200 | 735,371 | 851,213 | 654,444 | 55,017 | 2,857,913 | ||||||||||||||||||||||||||||||||
|
| 2015
|
|
| 526,296
|
|
| 4,200
|
|
| 675,278
|
|
| 796,272
|
|
| 689,325
|
|
| 61,130
|
|
| 2,752,501
|
| |||||||||||||||||
Ms. Szyman |
|
2017 |
|
|
526,885 |
|
|
— |
|
|
770,719 |
|
|
825,202 |
|
|
742,540 |
|
|
52,030 |
|
|
2,917,376 |
| ||||||||||||||||
Corporate Vice President | 2016 | 513,461 | — | 687,878 | 797,419 | 667,244 | 176,615 | 2,842,617 | ||||||||||||||||||||||||||||||||
|
| 2015
|
|
| 501,923
|
|
| 300,000
|
|
| 2,667,945
|
|
| 1,438,048
|
|
| 608,825
|
|
| 220,966
|
|
| 5,737,707
|
| |||||||||||||||||
Mr. Wood |
|
2017 |
|
|
550,506 |
|
|
2,000 |
|
|
821,135 |
|
|
880,215 |
|
|
780,318 |
|
|
87,602 |
|
|
3,121,776 |
| ||||||||||||||||
Corporate Vice President | 2016 | 526,002 | — | 712,945 | 825,898 | 753,660 | 83,869 | 2,902,374 | ||||||||||||||||||||||||||||||||
|
| 2015
|
|
| 517,787
|
|
| 2,000
|
|
| 651,620
|
|
| 771,051
|
|
| 750,000
|
|
| 81,920
|
|
| 2,774,378
|
| |||||||||||||||||
|
|
|
42
Name and Principal Position | Year | Salary $(1) | Bonus $(2) | Stock Awards $(3) | Option Awards $(3) | Non-Equity Incentive Plan Compensation $(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings $(5) | All Other Compensation $(6) | Total $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Mussallem | 2022 | 1,213,038 | — | 5,583,038 | 6,186,115 | 869,400 | — | 140,554 | 13,992,145 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chairman of the Board and Chief Executive Officer | 2021 | 1,153,040 | — | 5,230,175 | 5,501,118 | 1,581,770 | — | 147,202 | 13,613,305 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 1,121,299 | — | 3,731,409 | 4,232,880 | 734,993 | — | 230,352 | 10,050,933 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Ullem | 2022 | 704,816 | — | 1,314,025 | 1,457,589 | 319,643 | — | 65,326 | 3,861,399 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate Vice President, Chief Financial Officer | 2021 | 664,688 | — | 1,244,451 | 1,306,053 | 573,036 | — | 81,175 | 3,869,403 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 647,079 | 49,583 | 1,091,084 | 1,236,859 | 262,500 | — | 98,860 | 3,385,965 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Lemercier | 2022 | 665,635 | — | 2,228,867(7) | 2,446,507(7) | 361,414 | (5) | 208,689 | 5,911,112 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate Vice President | 2021 | 654,236 | — | 693,922 | 728,243 | 532,209 | 433,522 | 239,517 | 3,281,649 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 625,360 | — | 604,174 | 688,517 | 254,746 | 1,925,308 | 246,810 | 4,344,915 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Wood | 2022 | 695,336 | 2,000 | 1,165,265 | 1,293,106 | 337,238 | — | 65,876 | 3,558,821 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate Vice President | 2021 | 658,063 | 2,000 | 1,114,085 | 1,170,952 | 567,418 | — | 77,726 | 3,590,244 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 639,273 | — | 968,369 | 1,097,961 | 273,000 | — | 101,114 | 3,079,717 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Zovighian | 2022 | 641,922 | — | 1,092,210 | 1,209,870 | 344,862 | — | 49,563 | 3,338,427 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate Vice President | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
| Name | Year | Probable Outcome of Performance Conditions Grant-Date Fair Value ($) | Maximum Outcome of Performance Conditions Grant-Date Fair Value ($) | |||||||||||||||||
Mr. Mussallem | 2017 | $ | 2,071,342 | $ | 3,624,849 | |||||||||||||||
| 2016 | 1,703,181 | 2,980,566 | ||||||||||||||||||
| 2015 | 1,525,260 | 2,669,205 | ||||||||||||||||||
Mr. Ullem | 2017 | 522,158 | 913,777 | |||||||||||||||||
| 2016 | 426,521 | 746,411 | ||||||||||||||||||
| 2015 | 384,782 | 673,368 | ||||||||||||||||||
Mr. Bobo | 2017 | 501,410 | 877,468 | |||||||||||||||||
| 2016 | 426,521 | 746,411 | ||||||||||||||||||
| 2015 | 384,782 | 673,368 | ||||||||||||||||||
Ms. Szyman | 2017 | 470,288 | 823,004 | |||||||||||||||||
| 2016 | 397,506 | 695,635 | ||||||||||||||||||
| 2015 | 370,916 | 649,102 | ||||||||||||||||||
Mr. Wood | 2017 | 501,410 | 877,468 | |||||||||||||||||
| 2016 | 412,013 | 721,023 | ||||||||||||||||||
| 2015 | 370,916 | 649,102 | ||||||||||||||||||
|
|
| Type of Compensation | Mr. Mussallem | Mr. Ullem | Mr. Bobo | Ms. Szyman | Mr. Wood | |||||||||||||||||||||||||
401(k) Company Match
|
$
|
10,800
|
|
$
|
10,800
|
|
$
|
10,800
|
|
$
|
10,800
|
|
$
|
10,800
|
| |||||||||||||||
EDCP Company Contribution
|
|
118,144
|
|
|
—
|
|
|
26,039
|
|
|
—
|
|
|
41,367
|
| |||||||||||||||
Car Allowance or Company Car Lease Payments
|
| 13,200
|
|
| 10,800
|
|
| 10,800
|
|
| 10,800
|
|
| 10,800
|
| |||||||||||||||
Officer Perquisites Flexible Allowance (includes, among other things, financial planning expenses, airline club dues, club membership dues, home office supplies, personal travel expenses)
|
| 40,000
|
|
| 20,000
|
|
| 20,000
|
|
| 20,000
|
|
| 20,000
|
| |||||||||||||||
Reimbursement for Annual Physical Examination Expenses
|
| 0
|
|
| 1,500
|
|
| 200
|
|
| 0
|
|
| 3,649
|
| |||||||||||||||
Life Insurance Premiums
|
|
1,150
|
|
|
982
|
|
|
662
|
|
|
773
|
|
|
986
|
| |||||||||||||||
Relocation Benefits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,657
|
|
|
—
|
| |||||||||||||||
Totals
|
$
|
183,294
|
|
$
|
44,082
|
|
$
|
68,501
|
|
$
|
52,030
|
|
$
|
87,602
|
| |||||||||||||||
| Name | Year | Probable Outcome of Performance Conditions Grant-Date Fair Value ($) | Maximum Outcome of Performance Conditions Grant-Date Fair Value ($) | |||||||||||||||||||||||||||||||||||||||||
| Mr. Mussallem | 2022 | 3,332,025 | 5,831,044 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | 3,231,008 | 5,654,264 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 2,188,776 | 3,830,357 | ||||||||||||||||||||||||||||||||||||||||||
| Mr. Ullem | 2022 | 784,375 | 1,372,656 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | 768,570 | 1,344,998 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 638,651 | 1,117,640 | ||||||||||||||||||||||||||||||||||||||||||
| Mr. Lemercier | 2022 | 1,337,137 | 2,339,989 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | 427,988 | 748,979 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 353,428 | 618,500 | ||||||||||||||||||||||||||||||||||||||||||
| Mr. Wood | 2022 | 696,525 | 1,218,919 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | 687,192 | 1,202,586 | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | 570,446 | 998,280 | ||||||||||||||||||||||||||||||||||||||||||
| Mr. Zovighian | 2022 | 652,600 | 1,142,050 | |||||||||||||||||||||||||||||||||||||||||
Type of Compensation | Mr. Mussallem | Mr. Ullem | Mr. Lemercier | Mr. Wood | Mr. Zovighian | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 401(k) Company Match | $ | 15,250 | $ | 15,250 | $ | — | $ | 15,250 | $ | 15,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| EDCP Company Contribution | 123,336 | 47,972 | — | 47,226 | 30,193 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Company Contribution – Zurich vita Pension Plan (saving) | — | — | 149,539 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Company Car Payments | — | — | 27,638 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Officer Perquisites (Mobile Allowance, Gifts, Annual Physical Examination Expenses and Life Insurance Premiums) | 1,968 | 2,104 | — | 3,400 | 4,120 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Housing Allowance | — | — | 31,512 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Totals | 140,554 | 65,326 | 208,689* | 65,876 | 49,563 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2022
Estimated Future Payouts Under |
Estimated Future Payouts | All Other Units | All Other | Exercise | Closing | Grant-Date | ||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date(1) | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||
Mr. Mussallem | 05/11/2017 | 05/10/2017 | — | $ | 1,400,000 | (3) | $ | 2,800,000 | — | — | — | — | 117,400(6) | $ | 110.25 | $ | 110.25 | $ | 3,631,053 | |||||||||||||||||||||||||||||||||
| 05/11/2017 | 05/10/2017 | — | — | — | — | — | — | 11,975(5) | — | — | — | 1,320,244 | ||||||||||||||||||||||||||||||||||||||||
|
| 05/11/2017
|
|
| 05/10/2017
|
| —
|
| —
|
|
| —
|
| —
|
| 14,975
|
|
| 26,206
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 2,071,342
|
| ||||||||||||||||||
Mr. Ullem | 05/11/2017 | 05/10/2017 | — | 427,450 | (3) | 854,900 | — | — | — | — | 26,600(7) | 110.25 | 110.25 | 914,598 | ||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | 05/10/2017 | — | — | — | — | — | — | 3,025(5) | — | — | — | 333,506 | ||||||||||||||||||||||||||||||||||||||||
|
| 05/11/2017
|
|
| 05/10/2017
|
| —
|
| —
|
|
| —
|
| —
|
| 3,775
|
|
| 6,606
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 522,158
|
| ||||||||||||||||||
Mr. Bobo | 05/11/2017 | 05/10/2017 | — | 432,600 | (3) | 865,200 | — | — | — | — | 28,500(6) | 110.25 | 110.25 | 881,474 | ||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | 05/10/2017 | — | — | — | — | — | — | 2,900(5) | — | — | — | 319,725 | ||||||||||||||||||||||||||||||||||||||||
|
| 05/11/2017
|
|
| 05/10/2017
|
| —
|
| —
|
|
| —
|
| —
|
| 3,625
|
|
| 6,343
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 501,410
|
| ||||||||||||||||||
Ms. Szyman | 05/11/2017 | 05/10/2017 | — | 396,550 | (3) | 793,100 | — | — | — | — | 24,000(7) | 110.25 | 110.25 | 825,202 | ||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | 05/10/2017 | — | — | — | — | — | — | 2,725(5) | — | — | — | 300,431 | ||||||||||||||||||||||||||||||||||||||||
|
| 05/11/2017
|
|
| 05/10/2017
|
| —
|
| —
|
|
| —
|
| —
|
| 3,400
|
|
| 5,950
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 470,288
|
| ||||||||||||||||||
Mr. Wood | 05/11/2017 | 05/10/2017 | — | 416,725 | (3) | 833,450 | — | — | — | — | 25,600(7) | 110.25 | 110.25 | 880,215 | ||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | 05/10/2017 | — | — | — | — | — | — | 2,900(5) | — | — | — | 319,725 | ||||||||||||||||||||||||||||||||||||||||
|
| 05/11/2017
|
|
| 05/10/2017
|
| —
|
| —
|
|
| —
|
| —
|
| 3,625
|
|
| 6,343
|
|
| —
|
|
| —
|
|
| —
|
|
| —
|
|
| 501,410
|
| ||||||||||||||||||
|
(1) Our practice is to grant equity-based awards on the date of the Board meeting following our Compensation and Governance Committee’s approval of the grants. (2) These are awards payable under the Incentive Plan for 2022. See the discussion on “Annual Cash Incentive Payment” beginning at page 30 for additional information. Amounts for Mr. Lemercier were converted from Swiss Francs to United States dollars using an exchange rate of 1.086762 CHF/USD (reflects the exchange rate as of January 2022). (3) See the discussions beginning at page 30 on “2022 Annual Incentive Plan” and page 35 on “Annual Cash Incentive Payment” and on “Incentive Pay Objective” for additional information. (4) These are PBRSUs granted under the | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Non-Equity Incentive Plan Awards. The material terms of the PBRSUs are described in the section “Equity Incentive Plan Awards—Performance-Based Restricted Stock Units” below.
44 Edwards Lifesciences Corporation | 2018 Proxy Statement
| ||||||||
STOCK OPTIONS | ||||||||
| Maximum Term | • Seven years from grant date | |||||||
Exercise Price Per Share | • Fair market value of a share of common stock on the grant date | |||||||
Vesting Schedule—Regular | • 25% annually over four years following the grant date | |||||||
VestingSchedule—Retirement-Eligible | • Monthly over 36 months following the grant date | |||||||
|
| |||||||
Effect of Change in Control |
| |||||||
|
| |||||||
Effect of Termination of Employment of
|
| |||||||
|
| |||||||
Effect of Termination of Employment due to Death or Disability | • Unvested options held by the NEO will immediately vest | |||||||
| Dividend Rights | • No dividend rights | |||||||
|
| RESTRICTED STOCK UNITS | ||||||||
Vesting Schedule |
| |||||||
Effect of Change in Control |
| |||||||
| • No automatic acceleration upon a change in control of | |||||||
Effect of Termination of Employment ofRetirement- Eligible NEOs |
| |||||||
| Effect of Termination of Employment of Non-Retirement-Eligible NEOs (Messrs. Ullem and Zovighian) | • Unvested RSUs held by the NEO will immediately terminate and be forfeited | |||||||
Effect of Termination of Employment | • Unvested RSUs held by the NEO will immediately | vest | ||||||
Dividend Rights | • Dividend equivalent units may be paid or credited, either in cash or in actual or phantom shares of common stock, on outstanding RSUs; however, to date we have never paid a dividend on our common stock | |||||||
| PERFORMANCE-BASED RESTRICTED STOCK UNITS | |||||||||||||||||
|
• 0% to 175% of the target number of shares subject to the award will vest based on our Company's TSR measured over a3-year performance period compared to comparator companies, generally subject to continued employment through the applicable vesting date | ||||||||||||||||
TSR Definition |
• The average of the closing price of a share for each trading day during the one month ending on the first day of the performance period compared to the average of the closing price of a share for each trading day during the one month ending on the last day of the performance period | ||||||||||||||||
Effect of Change in Control |
| ||||||||||||||||
46 Edwards Lifesciences Corporation | 2018 Proxy Statement
|
| |||||||||||||||||||||
| No automatic acceleration upon a change in control of | ||||||||||||||||||||
Effect of Termination due to Death, Disability, Retirement | • Any unvested PBRSUs will remain eligible to vest at the end of the performance period based on actual attainment of the performance goals, and, for termination due to retirement, the NEO will receive apro-rata portion of the shares subject to the award (after giving effect to the performance conditions) based on the NEO’s whole months of service during the performance period | ||||||||||||||||||||
Effect of any Other Termination of Employment | • Any unvested PBRSUs held by the NEO will terminate and be forfeited | ||||||||||||||||||||
Compensation and Governance Committee Determination, Vesting Date | • At the meeting of | ||||||||||||||||||||
Dividend Rights | • Dividend equivalent units may be paid or credited, either in cash or in actual or phantom shares of common stock, on outstanding RSUs; however, to date we have never paid a dividend on our common stock | ||||||||||||||||||||
Performance Period | • Begins April 30 of the grant year and ends on April 30 in the third year following the grant year | ||||||||||||||||||||
Comparator Companies | • Companies that were listed in the | ||||||||||||||||||||
Performance Criteria | Performance Levels | Company’s TSR vs Median of | Payout as a Percentage | ||||||||||||||||||
| Maximum |
| +7.5% points from | 175% | ||||||||||||||||||
| Target |
|
| 100% | ||||||||||||||||||
| Threshold |
| -7.5% points from | 25% | ||||||||||||||||||
No Payout | More than -7.5% points from Median |
| 0% | ||||||||||||||||||
Option Awards
| Stock Awards
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Award Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity ($)(1) | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Mussallem |
|
05/12/2011 |
|
|
151,000 |
|
|
— |
|
$ |
44.615 |
|
|
05/11/2018 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||||||||||||||||||
| 05/09/2012 | 332,800 | — | 42.725 | 05/08/2019 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2013 | 468,600 | — | 35.785 | 05/13/2020 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2014 | 383,200 | — | 41.940 | 05/07/2021 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | 164,638 | 26,562 | (2) | 65.280 | 05/13/2022 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | 62,012 | 55,488 | (2) | 105.590 | 05/11/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | 22,827 | 94,573 | (2) | 110.250 | 05/10/2024 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | 17,600 | (3) | $ | 1,983,696 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | — | — | 22,000 | (4) | $ | 2,479,620 | |||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | 11,750 | (3) | 1,324,343 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | — | — | 14,675 | (4) | 1,654,019 | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | 11,975 | (3) | 1,349,702 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | — | — | 14,975 | (4) | 1,687,832 | ||||||||||||||||||||||||||||||||||||||||||||||
Total
|
|
1,585,077
|
|
|
176,623
|
|
|
—
|
|
|
—
|
|
|
41,325
|
|
|
—
|
|
|
51,650
|
|
|
—
|
| |||||||||||||||||||||||||||||||
Mr. Ullem |
|
02/20/2014 |
|
|
131,276 |
|
|
43,760 |
(5) |
$ |
34.050 |
|
|
02/19/2021 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||||||||||||||||||
| 05/08/2014 | 60,450 | 20,150 | (5) | 41.940 | 05/07/2021 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | 22,100 | 22,100 | (5) | 65.280 | 05/13/2022 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | 6,725 | 20,175 | (5) | 105.590 | 05/11/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | 26,600 | (5) | 110.250 | 05/10/2024 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 02/20/2014 | — | — | — | — | 25,698 | (6) | $ | 2,896,422 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 07/10/2014 | — | — | — | — | 568 | (3) | 64,019 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | 4,450 | (3) | 501,560 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | — | — | 5,550 | (4) | $ | 625,541 | |||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | 2,925 | (3) | 329,677 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | — | — | 3,675 | (4) | 414,209 | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | 3,025 | (3) | 340,948 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | — | — | 3,775 | (4) | 425,480 | ||||||||||||||||||||||||||||||||||||||||||||||
Total
|
|
220,551
|
|
|
132,785
|
|
|
—
|
|
|
—
|
|
|
36,666
|
|
|
—
|
|
|
13,000
|
|
|
—
|
| |||||||||||||||||||||||||||||||
Mr. Bobo |
|
05/12/2011 |
|
|
15,900 |
|
|
— |
|
$ |
44.615 |
|
|
05/11/2018 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||||||||||||||||||
| 05/09/2012 | 75,600 | — | 42.725 | 05/08/2019 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2013 | 69,800 | — | 35.785 | 05/13/2020 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2014 | 62,850 | 20,950 | (5) | 41.940 | 05/07/2021 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | 22,100 | 22,100 | (5) | 65.280 | 05/13/2022 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | 6,725 | 20,175 | (5) | 105.590 | 05/11/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | 5,541 | 22,959 | (2) | 110.250 | 05/10/2024 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | 4,450 | (3) | $ | 501,560 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | — | — | 5,550 | (4) | $ | 625,541 | |||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | 2,925 | (3) | 329,677 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | — | — | 3,675 | (4) | 414,209 | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | 2,900 | (3) | 326,859 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | — | — | 3,625 | (4) | 408,574 | ||||||||||||||||||||||||||||||||||||||||||||||
Total
|
|
258,516
|
|
|
86,184
|
|
|
—
|
|
|
—
|
|
|
10,275
|
|
|
—
|
|
|
12,850
|
|
|
—
|
| |||||||||||||||||||||||||||||||
48
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Award Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | 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 ($)(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Mussallem | 05/12/2016 | 146,875 | — | 35.1967 | 05/11/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | 352,200 | — | 36.7500 | 05/10/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/17/2018 | 312,900 | — | 45.2767 | 05/16/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | 256,800 | — | 59.2567 | 05/07/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | 182,634 | 29,466 (2) | 72.6800 | 05/06/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | 110,830 | 99,170 (2) | 93.3100 | 05/03/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | 37,021 | 153,379 (2) | 105.9300 | 05/02/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | — | — | — | — | 13,014 (3) | 970,975 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | 10,614 (4) | 791,911 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | — | — | 26,475 (5) | 1,975,300 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | 16,069 (4) | 1,198,908 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | — | — | 26,800 (5) | 1,999,548 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | 21,250 (4) | 1,585,463 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | — | — | 26,550 (5) | 1,980,896 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 1,399,260 | 282,015 | 60,947 | 4,547,257 | 79,825 | 5,955,744 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Ullem | 05/12/2016 | 80,700 | — | 35.1967 | 05/11/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | 79,800 | — | 36.7500 | 05/10/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/17/2018 | 67,500 | — | 45.2767 | 05/16/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | 44,775 | 14,925 (6) | 59.2567 | 05/07/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | 28,050 | 28,050 (6) | 72.6800 | 05/06/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | 11,100 | 33,300 (6) | 93.3100 | 05/03/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | 40,600 (6) | 105.9300 | 05/02/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 02/21/2019 | — | — | — | — | 864 (3) | 64,463 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | — | — | — | — | 3,375 (3) | 251,809 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | 3,114 (4) | 232,336 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | — | — | 7,725 (5) | 576,362 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | 3,825 (4) | 285,383 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | — | — | 6,375 (5) | 475,639 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | 5,000 (4) | 373,050 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | — | — | 6,250 (5) | 466,313 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 311,925 | 116,875 | 16,178 | 1,207,041 | 20,350 | 1,518,314 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Option Awards
| Stock Awards
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Award Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity ($)(1) | ||||||||||||||||||||||||||||||||||||||||||||||
Ms. Szyman |
|
02/19/2015 |
|
|
14,284 |
|
|
14,286 |
(5) |
$ |
66.860 |
|
|
02/18/2022 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||||||||||||||||||
| 05/14/2015 | 3,246 | 3,248 | (5) | 65.280 | 05/13/2022 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | 21,400 | 21,400 | (5) | 65.280 | 05/13/2022 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | 6,300 | 18,900 | (5) | 105.590 | 05/11/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | 24,000 | (5) | 110.25 | 05/10/2024 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 02/19/2015 | — | — | — | — | 12,340 | (6) | $ | 1,390,841 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | 2,806 | (6) | 316,264 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | 4,300 | (3) | 484,653 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | — | — | 5,350 | (4) | $602,999 | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | 2,750 | (3) | 309,953 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | — | — | 3,425 | (4) | 386,032 | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | 2,725 | (3) | 307,135 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | — | — | 3,400 | (4) | 383,214 | ||||||||||||||||||||||||||||||||||||||||||||||
Total
|
|
45,230
|
|
|
81,834
|
|
|
—
|
|
|
—
|
|
|
24,921
|
|
|
—
|
|
|
12,175
|
|
|
—
|
| |||||||||||||||||||||||||||||||
Mr. Wood |
|
05/09/2012 |
|
|
75,600 |
|
|
— |
|
$ |
42.725 |
|
|
05/08/2019 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
| ||||||||||||||||||||||||||||
| 02/20/2014 | 3,750 | 1,252 | (5) | 34.050 | 02/19/2021 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2014 | 60,450 | 20,150 | (5) | 41.940 | 05/07/2021 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | 21,400 | 21,400 | (5) | 65.280 | 05/13/2022 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | 6,525 | 19,575 | (5) | 105.590 | 05/11/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | 25,600 | (5) | 110.250 | 05/10/2024 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 07/10/2014 | — | — | — | — | 1,136 | (3) | $ | 128,039 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | 4,300 | (3) | 484,653 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/14/2015 | — | — | — | — | — | — | 5,350 | (4) | $602,999 | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | 2,850 | (3) | 321,224 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/12/2016 | — | — | — | — | — | — | 3,550 | (4) | 400,121 | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | 2,900 | (3) | 326,859 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | — | — | — | — | — | — | 3,625 | (4) | 408,574 | ||||||||||||||||||||||||||||||||||||||||||||||
Total
|
|
167,725
|
|
|
87,977
|
|
|
—
|
|
|
—
|
|
|
11,186
|
|
|
—
|
|
|
12,525
|
|
|
—
|
| |||||||||||||||||||||||||||||||
|
|
|
|
|
|
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Award Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Award: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | ||||||||||||||||||||||||||||||||||||||||||||
| Mr. Lemercier | 05/12/2016 | 19,920 | — | 35.1967 | 05/11/2023 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| 05/11/2017 | 43,200 | — | 36.7500 | 05/10/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/17/2018 | 47,700 | — | 45.2767 | 05/16/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | 38,400 | — | 59.2567 | 05/07/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | 29,706 | 4,794 (2) | 72.6800 | 05/06/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | 14,671 | 13,129 (2) | 93.3100 | 05/03/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | 4,763 | 19,737 (2) | 105.9300 | 05/02/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
07/07/2022 (7) | 7,569 | 46,931 (2) | 98.4300 | 07/06/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | — | — | — | — | 1,950 (3) | 145,490 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | 1,725 (4) | 128,702 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | — | — | 4,275 (5) | 318,958 | |||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | 2,138 (4) | 159,516 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | — | — | 3,550 (5) | 264,866 | |||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | 2,750 (4) | 205,178 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | — | — | 3,425 (5) | 255,539 | |||||||||||||||||||||||||||||||||||||||||||||
07/07/2022 (7) | — | — | — | — | 6,100 (4) | 455,121 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
07/07/2022 (7) | — | — | — | — | — | — | 7,625 (5) | 568,901 | |||||||||||||||||||||||||||||||||||||||||||||
| Total | 205,929 | 14,663 | 1,094,007 | 1,408,264 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Wood | 05/17/2018 | 64,800 | — | 45.2767 | 05/16/2025 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | 40,275 | 13,425 (6) | 59.2567 | 05/07/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | 24,900 | 24,900 (6) | 72.6800 | 05/06/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | 23,591 | 21,109 (2) | 93.3100 | 05/03/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | 7,738 | 32,062 (2) | 105.9300 | 05/02/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | — | — | — | — | 3,039 (3) | 226,740 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | 2,739 (4) | 204,357 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | — | — | 6,900 (5) | 514,809 | |||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | 3,432 (4) | 256,062 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | — | — | 5,700 (5) | 425,277 | |||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | 4,425 (4) | 330,149 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | — | — | 5,550 (5) | 414,086 | |||||||||||||||||||||||||||||||||||||||||||||
| Total | 161,304 | 13,635 | 1,017,308 | 1,354,172 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Zovighian | 05/17/2018 | 14,925 | — | 45.2767 | 05/16/2025 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | 38,025 | 12,675 (6) | 59.2567 | 05/07/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | 23,100 | 23,100 (6) | 72.6800 | 05/06/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | 9,350 | 28,050 (6) | 93.3100 | 05/03/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | 33,700 (6) | 105.9300 | 05/02/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/08/2019 | — | — | — | — | 2,889 (3) | 215,548 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | 2,550 (4) | 190,256 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/07/2020 | — | — | — | — | — | — | 6,375 (5) | 475,639 | |||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | 3,207 (4) | 239,274 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/04/2021 | — | — | — | — | — | — | 5,350 (5) | 399,164 | |||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | 4,150 (4) | 309,632 | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| 05/03/2022 | — | — | — | — | — | — | 5,200 (5) | 387,972 | |||||||||||||||||||||||||||||||||||||||||||||
| Total | 85,400 | 97,525 | 12,796 | 954,710 | 1,262,775 | ||||||||||||||||||||||||||||||||||||||||||||||||
2022
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) | ||||||||||||||||||||||
| Mr. Mussallem | 430,875 (3) | 30,341,818 | 96,405 | 9,646,625 | ||||||||||||||||||||||
| Mr. Ullem | — | — | 25,838 | 2,590,444 | ||||||||||||||||||||||
| Mr. Lemercier | 34,880 (4) | 3,050,413 | 14,496 | 1,449,795 | ||||||||||||||||||||||
| Mr. Wood | 76,800 (5) | 4,476,145 | 22,553 | 2,255,999 | ||||||||||||||||||||||
| Mr. Zovighian | — | — | 21,279 | 2,128,907 | ||||||||||||||||||||||
| 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) | ||||||||||||||||||
Mr. Mussallem
|
|
475,700
|
(3)
|
$
|
33,810,463
|
|
|
45,557
|
|
$
|
5,016,527
|
| ||||||||||
Mr. Ullem
|
|
—
|
|
|
—
|
|
|
36,766
|
|
|
3,534,349
|
| ||||||||||
Mr. Bobo
|
|
195,500
|
(4)
|
|
13,726,540
|
|
|
10,850
|
|
|
1,199,793
|
| ||||||||||
Ms. Szyman
|
|
—
|
|
|
—
|
|
|
7,572
|
|
|
679,511
|
| ||||||||||
Mr. Wood
|
|
94,800
|
(5)
|
|
7,078,456
|
|
|
11,634
|
|
|
1,295,095
|
| ||||||||||
| ||||||||||||||||||||||||||||||||||||||
| Name | Plan Name | Number of of Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | ||||||||||||||||||||||||||||||||||
| Mr. Mussallem | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Mr. Ullem | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Mr. Lemercier | Nyon Pension Plan | — | $11,976,809(2) | — | ||||||||||||||||||||||||||||||||||
| Mr. Wood | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Mr. Zovighian | — | — | — | — | ||||||||||||||||||||||||||||||||||
|
|
|
|
| Name | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | ||||||||||||
| Mr. Mussallem | 173,521 | 123,337 | (2,783,768) | — | 7,927,288 | ||||||||||||
| Mr. Ullem | 57,566 | 47,972 | (48,220) | — | 359,410 | ||||||||||||
| Mr. Lemercier | — | — | — | — | — | ||||||||||||
| Mr. Wood | 56,672 | 47,226 | (326,831) | — | 1,450,185 | ||||||||||||
| Mr. Zovighian | 139,603 | 30,193 | (209,317) | — | 1,170,769 | ||||||||||||
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | ||||||||||||||||||||
Mr. Mussallem
|
$
|
207,653
|
|
$
|
118,144
|
|
$
|
51,418
|
|
|
—
|
|
$
|
4,813,772
|
| ||||||||||
Mr. Ullem
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||||||||
Mr. Bobo
|
|
355,617
|
|
|
26,039
|
|
|
39,969
|
|
|
—
|
|
|
5,028,345
|
| ||||||||||
Ms. Szyman
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,383,261
|
| ||||||||||
Mr. Wood
|
|
62,050
|
|
|
41,367
|
|
|
12,801
|
|
|
—
|
|
|
649,477
|
| ||||||||||
|
|
|
applicable year: $10,414,198 for Mr. Mussallem, $302,092 for Mr. Ullem, $0 for Mr. Lemercier, $1,673,118 for Mr. Wood, and $994,792 for Mr. Zovighian. In addition, Mr. Zovighian deferred $215,498 from his 2021 Non-Equity Incentive payout into the EDCP.
50 Edwards Lifesciences Corporation | 2018 Proxy Statement
Edwards Lifesciences Corporation | 2018 Proxy Statement51
|
Severance Plan will immediately terminate without offset or reduction for any benefits already received under the Severance Plan. In the event Mr. Mussallem becomes entitled to the benefits under hischange-in-control severance agreement following the time at which he became entitled to certain severance benefits under the terms of his employment agreement (which is described below), anythen-remaining severance benefits under his employment agreement will immediately terminate and he will only be entitled to benefits under hischange-in-control severance agreement, and the amount of certain severance benefits payable under hischange-in-control severance agreement will be reduced by the amount of the severance benefits previously paid under his employment agreement.
•the change in control occurred on December 31, 2017;
•the stock price was $112.71$74.61 per share, which was the closing price of our common stock on December 29, 2017;
•all NEOs were terminated on the date of the change in control; and
52 Edwards Lifesciences Corporation | 2018 Proxy Statement
|
•the NEOs received continued participation in our medical and dental plans for three years following termination of employment.
| Qualifying Termination in Connection with a Change in Control(1) | Termination Due to Retirement(2) | Termination Due to Disability or Death(2) | Involuntary Company | |||||||||||||
Salary Severance
|
|
$ 3,000,000
|
|
|
—
|
|
|
—
|
|
|
$ 2,000,000
|
| ||||
Bonus Severance
|
|
6,684,678
|
|
|
—
|
|
|
—
|
|
|
4,456,452
|
| ||||
Pro Rata Bonus – 2017
|
|
1,400,000
|
|
|
$1,400,000
|
|
|
$ 1,400,000
|
|
|
1,400,000
|
| ||||
Stock Option Acceleration
|
|
1,887,239
|
|
|
—
|
|
|
1,887,239
|
|
|
—
|
| ||||
Restricted Stock Unit Acceleration
|
|
4,657,741
|
|
|
1,654,019
|
|
|
3,334,807
|
|
|
—
|
| ||||
Performance-Based Stock Unit Acceleration
|
|
5,821,471
|
|
|
3,498,080
|
|
|
3,498,080
|
|
|
3,498,080
|
| ||||
Medical and Dental Coverage Continuation(2)
|
|
22,104
|
|
|
—
|
|
|
—
|
|
|
14,736
|
| ||||
Outplacement
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||
Total
|
|
$23,523,233
|
|
|
$6,552,099
|
|
|
$10,120,126
|
|
|
$11,369,268
|
| ||||
|
|
Qualifying Termination in Connection with Change in Control(1) | Termination Due to Retirement(2) | Termination Due to Disability or Death(2) | Involuntary Termination by the Company Without Case(2) | |||||||||||||||||||||||
| Salary Severance | $ 3,600,000 | $ __ | $ __ | $ 2,400,000 | ||||||||||||||||||||||
| Bonus Severance | 5,400,000 | __ | __ | 3,163,540 | ||||||||||||||||||||||
| Pro Rata Bonus – 2022 | 1,800,000 | 1,800,000 | 1,800,000 | 1,800,000 | ||||||||||||||||||||||
| Stock Option Acceleration | 56,855 | __ | 56,855 | __ | ||||||||||||||||||||||
| Restricted Stock Unit Acceleration | 4,547,013 | 485,431 | 4,547,013 | 485,431 | ||||||||||||||||||||||
| Performance-Based Stock Unit Acceleration | 5,955,744 | 3,306,881 | 5,955,744 | 3,306,881 | ||||||||||||||||||||||
| Medical and Dental Coverage Continuation | 41,534 | __ | __ | 27,689 | ||||||||||||||||||||||
| Outplacement | 50,000 | __ | __ | __ | ||||||||||||||||||||||
| Total | $ 21,451,146 | $ 5,592,312 | $ 12,359,612 | $ 11,183,541 | ||||||||||||||||||||||
| Mr. Ullem | Mr. Bobo | Ms. Szyman | Mr. Wood | |||||||||||||
Salary Severance
|
$
|
1,147,364
|
|
$
|
1,154,774
|
|
|
$1,060,900
|
|
$
|
1,114,420
|
| ||||
Bonus Severance
|
|
1,412,080
|
|
|
1,308,888
|
|
|
1,334,488
|
|
|
1,507,320
|
| ||||
Pro Rata Bonus – 2017
|
|
427,450
|
|
|
432,600
|
|
|
396,550
|
|
|
416,725
|
| ||||
Stock Option Acceleration
|
|
6,125,384
|
|
|
2,730,958
|
|
|
2,017,583
|
|
|
2,741,732
|
| ||||
Restricted Stock Unit Acceleration
|
|
4,132,625
|
|
|
1,158,095
|
|
|
2,808,733
|
|
|
1,260,661
|
| ||||
Performance-Based Stock Unit Acceleration
|
|
1,465,230
|
|
|
1,448,324
|
|
|
1,372,245
|
|
|
1,411,694
|
| ||||
Medical and Dental Coverage Continuation
|
|
109,556
|
|
|
30,844
|
|
|
109,556
|
|
|
109,556
|
| ||||
Outplacement
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
| ||||
Cutback
|
|
—
|
|
|
—
|
|
|
(1,351,814
|
)(2)
|
|
—
|
| ||||
Total
|
$
|
14,869,689
|
|
$
|
8,314,483
|
|
|
$7,798,241
|
|
$
|
8,612,108
|
| ||||
|
Edwards Lifesciences Corporation | 2018 Proxy Statement53
|
|
| Mr. Ullem | Mr. Lemercier | Mr. Wood | Mr. Zovighian | ||||||||||||||
| Salary Severance | $ 1,395,794 | $ 1,362,108 | $ 1,375,568 | $ 1,272,632 | |||||||||||||
| Bonus Severance | 1,146,072 | 1,121,119 | 1,150,000 | 1,077,490 | |||||||||||||
| Pro Rata Bonus – 2022 | 545,000 | 560,560 | 575,000 | 510,000 | |||||||||||||
| Stock Option Acceleration | 283,285 | 9,248 | 254,175 | 239,186 | |||||||||||||
| Restricted Stock Unit Acceleration | 1,206,817 | 1,093,969 | 1,017,028 | 954,542 | |||||||||||||
| Performance-Based Stock Unit Acceleration | 1,518,314 | 1,408,264 | 1,354,172 | 1,262,775 | |||||||||||||
Medical and Dental Coverage Continuation (2) | 132,900 | 1,514,424 | 34,302 | 57,767 | |||||||||||||
| Outplacement | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||
| Total | $6,278,182 | $7,119,692 | $5,810,245 | $5,424,392 | |||||||||||||
| Mr. Ullem | Mr. Bobo | Ms. Szyman | Mr. Wood | |||||||||||||
Cash Severance(1)
|
|
$161,587
|
|
|
$584,123
|
|
|
$128,192
|
|
|
$792,167
|
| ||||
|
| Mr. Ullem | Mr. Lemercier | Mr. Wood | Mr. Zovighian | |||||||||||||||||||||||
| Cash Severance | $336,154 | $1,180,458(1) | $1,115,356 | $281,040 | ||||||||||||||||||||||
Once the2020 median employee was identified as described above, that employee’swe believe would significantly impact our pay ratio disclosure.
54
Value of Initial Fixed $100 Investment Based On4: | ||||||||||||||||||||||||||
Year1 | Summary Compensation Table Total for CEO2 | Compensation Actually Paid to CEO3 | Average Summary Compensation Table Total for Non-CEO NEOs2 | Average Compensation Actually Paid to Non-CEO NEOs3 | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (millions)5 | Underlying Revenue Growth6 | ||||||||||||||||||
| 2022 | $ | 13,992,145 | $ | (10,537,711) | $ | 4,167,440 | $ | (2,605,075) | $ | 95.94 | $ | 113.92 | $ | 1,521.9 | 7.7 | % | ||||||||||
| 2021 | 13,613,305 | 31,516,279 | 3,501,702 | 8,147,117 | 166.60 | 140.40 | 1,503.1 | 17.8 | % | |||||||||||||||||
| 2020 | 10,050,933 | 15,035,705 | 3,403,465 | 4,444,991 | 117.32 | 117.63 | 823.4 | 0.6 | % | |||||||||||||||||
| Year | Non-CEO NEOs | ||||
| 2022 | Scott Ullem, Jean-Luc Lemercier, Larry Wood, Bernard Zovighian | ||||
| 2021 | Scott Ullem, Donald Bobo Jr, Jean-Luc Lemercier, Larry Wood | ||||
| 2020 | Scott Ullem, Donald Bobo Jr, Jean-Luc Lemercier, Larry Wood | ||||
| 2022 | 2021 | 2020 | |||||||||
| Total Reported in 2022 Summary Compensation Table (SCT) | $ | 13,992,145 | $ | 13,613,305 | $ | 10,050,933 | |||||
| Less, value of Stock Awards reported in SCT | (11,769,153) | (10,731,293) | (7,964,289) | ||||||||
| Less, change in Pension Value reported in SCT | — | — | — | ||||||||
| Plus, Annual Service Cost (Pension) | — | — | — | ||||||||
| Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 5,096,973 | 16,872,757 | 9,943,132 | ||||||||
| Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (4,858,706) | 1,252,507 | (671,244) | ||||||||
| Plus, FMV of Awards Granted this Year and that Vested this Year | 826,186 | 1,466,945 | 931,746 | ||||||||
| Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | (13,825,155) | 9,042,058 | 2,745,426 | ||||||||
| Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | — | ||||||||
| Total Adjustments | $ | (24,529,856) | $ | 17,902,974 | $ | 4,984,772 | |||||
| Actual Compensation Paid for Fiscal Year 2022 | $ | (10,537,711) | $ | 31,516,279 | $ | 15,035,705 | |||||
| 2022 | 2021 | 2020 | |||||||||
| Total Reported in 2022 Summary Compensation Table (SCT) | $ | 4,167,440 | $ | 3,501,702 | $ | 3,403,465 | |||||
| Less, value of Stock Awards reported in SCT | (3,051,860) | (2,065,155) | (1,879,854) | ||||||||
| Less, change in Pension Value reported in SCT | — | (108,381) | (481,327) | ||||||||
| Plus, Annual Service Cost (Pension) | 73,920 | 284,557 | 211,352 | ||||||||
| Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 1,186,590 | 3,325,850 | 2,502,007 | ||||||||
| Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (1,392,945) | 97,694 | (302,943) | ||||||||
| Plus, FMV of Awards Granted this Year and that Vested this Year | 370,095 | 195,064 | 91,597 | ||||||||
| Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | (3,958,314) | 2,915,787 | 900,694 | ||||||||
| Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | — | ||||||||
| Total Adjustments | $ | (6,772,514) | $ | 4,645,415 | $ | 1,041,526 | |||||
| Actual Compensation Paid for Fiscal Year 2022 | $ | (2,605,075) | $ | 8,147,117 | $ | 4,444,991 | |||||
| THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NEOS. | ||||
•A significant portion of executive compensation is performance based;
•Our performance goals consist of a mix ofcompany-wide Company-wide financial, operating, and strategic measures as well as personal objectives designed to further theour Company’s annual andlong-term business performance; and
•We strive to align the interests of our executives with the interests of our stockholders, with a significant portion of executive compensation being in the form of equity awards with a value dependent upon our stock price.
annual cash incentive payment.
Edwards Lifesciences Corporation | 2018 Proxy Statement55
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Thesay-on-pay vote is advisory, and therefore not binding on theour Company, theour Compensation and Governance Committee or theour Board, and it will not be construed as overriding a decision by theour Company, theour Compensation and
THE BOARD RECOMMENDS A VOTE“FOR” THE APPROVAL OF THE COMPENSATION OF OUR NEOS, AS DESCRIBED IN THE PROXY STATEMENT.
 | THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NEOS. | ||||
56 | 2018I2023 Proxy Statement64
| THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE TO HOLD FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY “ONE YEAR”. | ||||
| THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE TO HOLD FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION EVERY “ONE YEAR”. | ||||
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|
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|
|
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| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(#) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights($)(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(#) (2) | ||||||||
| Equity Compensation Plans Approved by Stockholders | 13,533,912 (3) | $ 63.66 | 27,129,636 (4) | ||||||||
| Equity Compensation Plans Not Approved by Stockholders | — | — | — | ||||||||
| Total | 13,533,912 | 27,129,636 | |||||||||
The
| THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | ||||
•PwC’s qualifications and global capabilities;
•the results of theour Company’s annual assessment of PwC’s performance;
•PwC’s and the audit engagement team’s independence, including whether the provision of non-audit services provided by PwC, individually and in aggregate, to our Company during 2022 was compatible with their independence;
•the quality, timeliness, and candor of PwC’s communications with theour Audit Committee and management;
•the appropriateness of PwC’s fees;
•PwC’s tenure as our independent registered public accounting firm;
•the controls and processes in place that help ensure PwC’s continued independence;
whether• the provisionpotential impact of non-audit services provided by PwC to the Company during 2017 was compatible with their independence.
The
THE BOARD RECOMMENDS A VOTE“FOR” THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Audit Fees $ 2.8 $ 2.7 Audit-Related Fees 0.3 0.3 Tax Fees 1.5 2.1 All Other Fees — — amounts (in millions):
THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 20172022 and 2016,2021, PwC was retained to provide services in the following categories and amounts: 2017 2016 (in millions) 2022 2021 Audit Fees $ 4.0 $ 3.8 Audit-Related Fees 0.2 0.1 Tax Fees 2.0 1.8 All Other Fees (1) (1) theour Company’s reports onForm 10-Q and other SEC filings, and services in connection with statutory and regulatory filings.“Audit-Related “Audit-Related Fees” were for miscellaneous audit and consulting services.58 Edwards Lifesciences Corporation | 2018 Proxy Statement
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Tax Fees. Amounts paid under “Tax Fees” in 20172022 were for tax compliance ($0.8)1.1 million) and other tax services ($0.7)0.9 million), and in 20162021 were for tax compliance ($1.3)1.2 million) and other tax services ($0.8)0.6 million).
The
The
Wesley W. von Schack
| THE BOARD RECOMMENDS A VOTE “FOR” THE ADOPTION AND APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF OFFICERS AS PERMITTED BY THE DELAWARE GENERAL CORPORATION LAW | ||||
| THE BOARD RECOMMENDS A VOTE “FOR” THE ADOPTION AND APPROVAL OF THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF OFFICERS AS PERMITTED BY THE DELAWARE GENERAL CORPORATION LAW | ||||
A stockholder has submitted the proposal and supporting statement set forth below in accordance with the rules of the SEC, and the Board and the Company disclaim any responsibility for its content. We will furnish, orally or in writing as requested, the name, address and claimed share ownership of the stockholder that submitted this proposal promptly upon oral or written request to the Company’s Corporate Secretary.
Proposal 4 – Shareholder Right to Act by Written Consent
Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.
This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of major companies enable shareholder action by written consent. This proposal topic, sponsored by a Chevedden proponent, received more than 51%-support at our 2015 annual meeting.
This 51%-vote would have been still higher if small shareholders had the same access to corporate governance analytical information as large shareholders. Each shareholder proposal topic voted at our annual meetings since 2012 would have received a higher vote had our company printed the names of the proponent in the proxy. Shareholders appreciate knowing the specific proponent sponsoring each shareholder proposal and that a proponent is willing to link his name to the merits of the proposal.
Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. More than 100 Fortune 500 companies provide for shareholders to call special meetings and to act by written consent.
Please vote for a best practice in corporate governance:Shareholder Right to Act by Written Consent — Proposal 4
INDEPENDENT BOARD CHAIRMAN POLICY
| THE BOARD RECOMMENDS A VOTE “AGAINST” THIS PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN POLICY. | |||||
John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owner of 100 shares of our common stock, has informed the Company in writing that he intends to offer the following resolution for consideration at the Annual Meeting. The Board and the Company disclaim any responsibility for its content. We will furnish, orally or in writing, as requested, the name, address and claimed share ownership of the stockholder that submitted this proposal promptly upon oral or written request to the Company’s Corporate Secretary. Proposal 6 – Independent Board Chairman Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO. Whenever possible, the Chairman of the Board shall be an Independent Director. The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board. Although it is best practice to adopt this policy soon this policy could be phased in where there is a contract renewal for our current CEO or for the next CEO transition. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. A lead director is no substitute for an independent Board Chairman. According to the Edwards Lifesciences annual meeting proxy the EW Lead Directors has hardly any exclusive powers: • serves as the principal liaison, but not the only liaison, between the independent Board members and the Chairman. • okays, but does not initiate, Board meeting agendas. • okays, but does not initiate, Board meeting schedules to only to ensure there is sufficient time • is one of the coordinators of the activities of the independent directors • is one of the persons providing feedback to management from the Board’s executive sessions. • is one of the persons providing advice, counsel and support to the Chairman. • is one of the persons communicating with major stockholders, but only as appropriate. When the Lead Director shares roles with others it means that the Lead Director may need to do little or nothing in those roles in a given year. Plus management fails to give shareholders enough information on this topic to make an informed decision. There is no comparison of the exclusive powers of the Office of the Chairman and the exclusive powers of the Lead Director. The ascending complexities of a company with $50 Billion in market capitalization, like Edwards Lifesciences, increasingly demand that 2 persons fill the 2 most important jobs at EW on an enduring basis – Chairman and CEO Please vote yes: Independent Board Chairman – Proposal 6 | ||
The above stockholder proposal would deprive all stockholders of
Our governing documents require that actions on which stockholders will be asked to vote be considered at a meeting of stockholders. This requirement assures that all stockholders receive advance notice ofdetermine the proposed action, have an opportunity to discuss it, and consider all points of view. In contrast, the proposal would allow critical actions to be approved without notice to other stockholders and without an opportunity for discussion at a stockholder meeting. This proposal, if adopted, could disenfranchise stockholders and may deprive them of these rights, while enabling other short-term or special interest investors with no fiduciary duties to stockholders to approve proposals that are notCompany’s leadership structure in the best interest of all stockholders. Because of these deficiencies, the Board believes that the written consent process is not appropriate for a widely held public company. This belief was affirmed by stockholders during our 2015- 2016 stockholder outreach on this topic which we discuss in more detail below.
60 Edwards Lifesciences Corporation | 2018 Proxy Statement
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Our 2015–2016 stockholder outreach led by our Presiding Director included extensive conversations on this exact topic. As a direct result of this engagement, the Board expanded the right of stockholders to call special meetings, which our stockholders overwhelmingly indicated was superior to implementing a right for stockholders to act by written consent.
The above stockholder proposal was submitted by the same stockholder in 2014 and then again in 2015. Following the vote on this proposal in 2015 (the “2015 proposal”), which was approved by 50.8% of the votes cast (39% of the shares then outstanding), we, including Wes von Schack, the Board’s Presiding Director, engaged in substantial stockholder outreach in order to be able to inform the Board of our stockholders’ current views on this matter. The feedback provided by stockholders during these meetings was provided to the full Board for consideration.
2015 Outreach. During 2015, our management contacted 26 of our largest stockholders representing approximately 54% of our outstanding shares to, among other things, seek their feedback on the 2015 proposal that was narrowly approved at the 2015 Annual Meeting. This outreach resulted in conversations with 13 stockholders representing approximately 43% of our outstanding shares. The engagement included extensive discussions of the positive and negative aspects of the special meeting versus the written consent rights, both generally and specifically as it relates to Edwards.
Overall, stockholders were pleased to be consulted and, among other things, voiced two consistent themes:
Our stockholders strongly favored the right to call a special meeting over the right to act by written consent. Many of these stockholders said they preferred the right to call a special meeting over the right to act by written consent because while both provide stockholders an avenue to be heard outside the annual meeting cycle, special meetings provide additional protections for all stockholders and avoid the logistical issues that some stockholders have experienced when presented with a consent solicitation.
Regardless of their views on the right to act by written consent, stockholders believed it was important that the Board be responsive to the vote on the 2015 proposal.
Based on this feedback, the Board evaluated various alternatives. After careful deliberation and consideration of Edwards’ specific circumstances, including its history of having a concentrated stockholder base, the Board determined that lowering the threshold for the special meeting right from 25% to 15% may be the most responsive and appropriate course of action. Before doing so, however, the Board wanted to understand how our stockholders would view that action and whether they would consider it superior to the adoption of a right to act by written consent.
2016 Outreach. To obtain feedback specific to this proposed action, in early 2016, we contacted 20 stockholders representing approximately 51% of our outstanding shares, and spoke with 18 stockholders representing just over 50% of our shares, including many stockholders who had provided their views during our initial outreach. Mr. von Schack led conversations with five of our top six stockholders. The remaining calls were conducted by the management team that participated on the calls with Mr. von Schack, which included the CFO, the Corporate Secretary, and the Vice President of Investor Relations.
The results of these conversations were as follows:
|
|
During our 2016 outreach, the one stockholder who said that it had voted for the 2015 proposal and would still prefer to have both special meeting and written consent rights indicated that it appreciated the Board’s thoughtful process to address the feedback received during the 2015 outreach conversations. This stockholder believed the Board was responsive to the vote on the 2015 proposal.
Edwards Lifesciences Corporation | 2018 Proxy Statement61
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In light of the feedback received duringcircumstances at the outreach, indicating that lowering the threshold required to call a special meeting is superior to the adoption of a right to act by written consenttime and also having considered the factors listed below, in February 2016, the Board amended our Bylaws to lower the threshold for the special meeting right from 25% to 15% of our outstanding shares, which remains the current threshold.
The existing right to call a special meeting is preferable and is set at an appropriate threshold.
Our existing stockholder right to call special meetings allows stockholders to propose actions without waiting for the Company’s next Annual Meeting. A special meeting set at an appropriate threshold is preferable to action by written consent because a meeting allows all stockholders to participate in, and discuss the merits of, a proposed action, and allows the Board to make a thoughtful recommendation about the action. As a result, a strong stockholder special meeting right is better suitedshould not be restricted to a culture of transparency and good corporate governance.
single rigid approach.
In addition, at the present time, only 13% of S&P 500 companies maintain a special meeting right with a threshold at or below 15%, providing additional confidence to the Board that a special meeting right with a threshold of 15% is in line with Edwards’ strong corporate governance structures.
We have a strong corporate governanceCompany’s leadership structure and record of accountability.
Our current corporate governance structure reflects a significant and ongoing commitment to strong and effective governance practices and a willingness to be responsive and accountable to our stockholders. We regularly assess and refine our corporate governance policies and procedures to take into account evolving best practices and to address feedback provided by our stockholders during our regular engagement with them. The Board firmly believes that the company’s strong corporate governance practices, areboth as recently constructed and from a key enabler of the exceptionalhistorical perspective, provide strong independent oversight and sustainable value that Edwards has created for stockholders.
In addition to adopting a special meeting right in 2014, and expanding that right in 2016, we have implemented numerous other corporate governance measures to ensure the Board remains accountable to stockholders, provides our stockholders with a meaningful voice in the nomination and election of directors, ensures the ability to communicate with directors, and promotes the consideration of stockholder views. For example:
Annual Election of Directors– In 2013,been expanded in response to anon-bindingstockholder proposal approved at the 2012 Annual Meeting of Stockholders, the Board recommended and stockholders approved amendments to our Certificate of Incorporation to eliminate the classified board and phase in the annual election of directors. Beginning with the 2016 Annual Meeting of Stockholders, all of our directors stand forre-election at each annual meeting.
Majority Voting in Director Elections – Directors must be elected by a majority vote in an uncontested election, and a director who fails to receive the required number of votes forre-election must tender his or her written resignation for consideration by the Board.
Substantial Majority of the Board is Independent – •The Board is composed entirely of independent directors, other than the Chief Executive Officer.
Independent Presiding Director – We have an independent Presiding Director with defined and significant responsibilities. Our Presiding Director provides strongBoard’s independent leadership of our Board by, among other things, presiding at executive sessions in connection with every Board meeting.
Board Refreshment – The Board has added five new directors over the past four years. These additions are the result ofstructure is evaluated on a thoughtful process that has involved the participation of all directors and occasionally an executive search firm to assist in evaluating candidates. This process is designedregular basis to ensure that our Board benefits from fresh perspectives, diversitythe approach continues to provide effective independent oversight of thoughtthe Company and a collective skill set that is aligned withserves the needsbest interests of our business. The average tenure of ourstockholders.
62 Edwards Lifesciences Corporation | 2018 Proxy Statement
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Proxy Access – In 2016,Under our Corporate Governance Guidelines, the Board amended our Bylaws to implement proxy access. Under our Bylaws, a stockholder or a group of up to 30 stockholders owning at least 3% of our outstanding common stock continuously for at least three years may nominatechange its leadership structure if it determines that doing so is appropriate and include in our proxy materials up to the greater of two director candidates or 20% of the Board. This right provides an avenue for stockholder action that is incremental to our special meeting right and further reduces the need for stockholders to act by written consent.
Eliminating Supermajority Voting – In 2013, in response to anon-binding stockholder proposal at the 2012 Annual Meeting of Stockholders, the Board recommended and stockholders approved amendments to our Certificate of Incorporation to eliminate the supermajority voting provision. The Board subsequently eliminated the supermajority voting provision from our Bylaws as well.
No Stockholder Rights Plan – We do not have a stockholder rights plan, orso-called “poison pill.”
Stockholder Engagement – Stockholders can communicate directly with the Board and/or individual directors, and we regularly engage with our investors to solicit views on important issues such as our governance practices, executive compensation program, and our stockholders’ rights. Since the 2017 Annual Meeting, we contacted our top stockholders representing over 55% of our outstanding shares.
Consistent with its current practice, the Board will continue to engage with its stockholders on corporate governance measures and evaluate appropriate changes to our governance structure, policies, and practices that will serve the best interests of the Company and our stockholders at any given time. We believe that this approach is in the stockholders’ best interests as it provides the Board with the necessary flexibility to intentionally and thoughtfully determine the leadership needs of the Company at any particular time; the Board is in the best position to make this decision, informed by its regular discussions on succession as well as its knowledge of Company dynamics.Limiting this critical decision to the rigid requirements of the stockholder proposal would be detrimental to our Company’s stockholders.
THE BOARD RECOMMENDS A VOTE“AGAINST” THIS PROPOSAL REGARDING ACTION BY WRITTEN CONSENT.
| 2018I2023 Proxy Statement6375
In addition, our Sustainability Report is posted on our website at
www.edwards.com under “About Us—Corporate Responsibility.” References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of this Proxy Statement.including salary and bonus, for 2022 was approximately $134,519.
64 Edwards Lifesciences Corporation | 2018 Proxy Statement
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be entertained at the 20192024 annual meeting. Stockholders should contact the Corporate Secretary of theour Company in writing at One Edwards Way, Irvine, California 92614 to obtain additional information as to the proper form and content of stockholder nominations or proposals.
ALL STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES PROMPTLY
EDWARDS ONE EDWARDS WAY IRVINE, CA 92614 ATTN: LINDA J. PARK VOTE BY INTERNET: www.proxyvote.com UseInternetconsolidated financial results prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), we use non-GAAP historical financial measures. Management makes adjustments to transmit your voting instructionsthe GAAP measures for items (both charges and gains) that (a) do not reflect our core operational activities, (b) are commonly adjusted within our industry to enhance comparability of our financial results with those of our peer group, or (c) are inconsistent in amount or frequency between periods (albeit such items are monitored and controlled with equal diligence relative to core operations). We use the term “underlying" when referring to non-GAAP sales and sales growth information, which excludes currency exchange rate fluctuations. We use the term “adjusted” to also exclude intellectual property litigation expenses, amortization of intangible assets, fair value adjustments to contingent consideration liabilities arising from acquisitions, and a significant program discontinuation.electronic deliverystrategic decision making, forecasting future results, and evaluating current performance. These non-GAAP financial measures are used in addition to, and in conjunction with, results presented in accordance with GAAP and reflect an additional way of viewing aspects of our operations by investors that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting our business and facilitate comparability to historical periods.up until 11:59 p.m., ETis not necessarily comparable to other companies and should be considered as a supplement to, and not as a substitute for, or superior to, the day beforecorresponding measures calculated in accordance with GAAP. A reconciliation of the cut-off date or meeting date. Have your proxy card in hand when you accessnon-GAAP historical financial measure used herein to the web site, and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by Edwards in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To enroll in electronic delivery of proxy materials, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE: 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., ET the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and return itmost comparable GAAP measure is provided in the postage-paid envelope we have provided or return ittable below.Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Youhistorical financial results. The impact of foreign exchange rate fluctuations has been detailed in the “Reconciliation of Sales” table below.2022 2021 GAAP diluted earnings per share $ 2.44 $ 2.38 Intellectual property litigation expenses, net 0.03 0.02 Change in fair value of contingent consideration liabilities (0.06) (0.19) Amortization of intangible assets — 0.01 Program discontinuation 0.07 — Adjusted diluted earnings per share $ 2.48 $ 2.22 Adjusted growth rate 11.7 % 2021 Adjusted Sales (YTD) Full Year 2022 Full Year 2021 Change GAAP
Growth
Rate*FX
ImpactFull Year 2021 Adjusted Sales Underlying
Growth
Rate *Total $ 5,382.4 $ 5,232.5 $ 149.9 2.9 % $ (233.6) $ 4,998.9 7.7% hold Edwards shares in multiple accounts and therefore receive more than one proxy card or voting instruction form and related materials. Please vote EACH proxy card and voting instruction form that you receive. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E42017-P02952-Z71830 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY not calculate due to rounding. The Board of Directors recommends you vote FOR the following nominees: 1. ELECTIONDIRECTORS 1a. Michael A. Mussallem 1b. Kieran T. Gallahue 1c. Leslie S. Heisz 1d. William J. Link, Ph.D. 1e. Steven R. Loranger 1f. Martha H. Marsh 1g. Wesley W. von Schack 1h. Nicholas J. Valeriani For Against Abstain The Board of Directors recommends you vote FOR Proposals 2 and 3. 2. ADVISORY VOTE TO APPROVE COMPENSATIONAMENDMENTNAMED EXECUTIVE OFFICERS 3. RATIFICATION INCORPORATION APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors recommends you vote AGAINST Proposal 4. 4. ADVISORY VOTE ON A STOCKHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof. For Against Abstain For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E42018-P02952-Z71830 Annual Meeting of Stockholders May 17, 2018 10:00 a.m., PT This proxy is solicited by the Board of Directors The undersigned hereby appoints William J. Link, Michael A. Mussallem, and Wesley W. von Schack as proxies, each with the powerappoint his substitute and with authority in each to act in the absence Section 242others, to represent and to vote all sharesGeneral Corporation Law of the State of Delawarewhicha corporation duly organized and existing under the undersignedGeneral Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:entitled to vote athereby amended by deleting Article NINTH thereof and inserting the Annual Meetingfollowing in lieu thereof:Stockholdersthe State of Edwards Lifesciences Corporation to be held at the corporate headquarters of Edwards Lifesciences Corporation, One Edwards Way, Irvine, California 92614, on Thursday, May 17, 2018, at 10:00 a.m., PT, and any adjournments thereof,Delaware, as it exists on the proposals described indate hereof or as it may hereafter be amended, permits the Proxy Statementlimitation or elimination of the liability of directors or officers, no person who is, or was at any time but is no longer serving as, a director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director or officer. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. No amendment to or repeal of this Article NINTH shall have the effect of increasing the liability or alleged liability of any director or officer of the Corporation for or with respect to any act or omission of such director or officer occurring prior to such amendment or repeal.”instructions onprovisions of Sections 242 of the reverse side, and all other matters properly coming beforeGeneral Corporation Law of the meeting. This proxy revokes all proxies previously given by the undersigned to vote at such meeting and any adjournments thereof. This proxy will also serve to instruct the trusteeState of Delaware.401(k) Savings and Investment Plan and the Edwards Lifesciences Technology Sarl Retirement Savings Plan (formerly known as the Edwards Lifesciences Corporation of Puerto Rico Savings and Investment Plan) (collectively, the "Plans") to vote in accordance with the instructions on the reverse side all shares held for the undersigned in the Plans. For shares held in the Plans, voting instructions submitted over the Internet, by telephone, or by mail must be received by the Plans' trustee by 11:59 p.m., ET, on Monday, May 14, 2018. The Plans' trustee will vote allocated shares for which it receives no written instructions in the same proportion as the allocated shares for which voting instructions have been received. IMPORTANT — This Proxy must be signed and dated on the reverse side if voting by mail. (continued andhas caused this Certificate to be signedexecuted by its duly authorized officer on reverse side)this __ day of ______, 2023.