Edwards Lifesciences Corp EW

45% shingled-prose overlap between the two filings.

2025: 113,963 chars · 2026: 115,583 chars

• Committee Report:31% overlap (5,978 → 5,998 chars)
• Pay Ratio (Item 402(u)):57% overlap (2,030 → 1,749 chars)
• Say-on-Pay proposal:63% overlap (8,284 → 8,226 chars)

• changedEdwards’ 2025 2024NEOs are as follows:
• changedNEO Names and Current PositionsBernard ZovighianDirector and Chief Executive OfficerScott B.
• newBobo, Jr.Corporate Vice President, Strategy & Corporate DevelopmentAnnette BrülsCorporate Vice President, Europe, Middle East, Africa, Canada and Latin AmericaDaveen ChopraCorporate Vice President, Transcatheter Mitral and Tricuspid Therapies, Surgical and Implantable Heart Failure ManagementLarry L.
• newWood*Former Corporate Vice President and Group President, Transcatheter Aortic Valve Replacement and Surgical Structural Heart
• new* Mr. Wood resigned on September 1, 2025.
• changedOur executive compensation programs are designed to emphasize performance-based compensation, reward financial performance and the implementation of our corporate strategy, strategyand to align the financial interests of our executives with those of our long-term stockholders.
• changedTable of Contents Edwards Lifesciences Corporation I 2026 2025Proxy Statement 26 28
• newEDWARDS’ CORPORATE STRATEGY INFORMS PAY DESIGNFinancial DriversCreate Meaningful Value by Transforming Patient CareMarket DriversêêêRevenue GrowthShare PriceOur Corporate Strategy is translated into Strategic ImperativesTotal Stockholder Return (Relative to a subset of the S&P Healthcare Equipment Select Industry Index)Earnings Per ShareFinancial Results2025 Key Operating Drivers ("KODs") measure execution against the following Strategic ImperativesPerformance ObjectivesEquity Vehicles•Evaluated relative to target goals•Lead the global TAVR expansion and establish as the standard of care for treating aortic disease•Extend TMTT leadership through a unique, differentiated portfolio•Extend Surgical leadership through RESILIA penetration (INSPIRIS, MITRIS) •Establish long-term leadership by advancing Non-Valvular Structural Heart Initiatives•Align Business Units ("BUs"), regions and functions to reinforce patient-focused culture and deliver sustained growth•Results weightedAssessed against individual objectives focused on financial measures and operational goals within a named executive officer's area of responsibility•Stock Options60% Revenue Growth40% EPS•Restricted Stock Units ("RSUs")•Performance-Based RSUs ("PBRSUs")Annual Cash Incentive CompensationLong-Term Equity CompensationDetermined by multiplying financial measure achievement by KOD achievement by achievement of individual Performance Objectives50% Options25% RSUs25% PBRSUs
• changed2025 2024Financial and Operating Performance.
• changedWe were pleased with our strong 2025 2024financial performance with sales of $6.1 $5.4billion, up 11.5% 9%year-over-year on an underlying basis.
• changedWe invested more than $1 billion in research and development, achieved key milestones including the introduction of new structural heart technologies, and announced new data supporting successful, long-term outcomes for patients. completedstrategicacquisitionsthatwillfurtheraugmentourstructuralheartportfolio.
• changedWe exited 2025 2024in a strong position with advancements in threeimportantgrowthdrivers:TAVR, Mitral and Tricuspid, Surgical Structural Heart and emerging opportunities in ofStructural Heart Failure and Aortic Regurgitation.
• newGoing forward, we expect to deliver continued strong organic sales growth within our core structural heart therapies, healthy and expanding margins, and a sustained leadership position supported by strong evidence-based value to patients, clinicians and healthcare systems.
• newOur highlights since January 1, 2025 include the following:
• new• we received United States Food and Drug Administration (“FDA”) approval for the SAPIEN 3 platform for severe aortic stenosis patients without symptoms;
• changedTable of Contents Edwards Lifesciences Corporation I 2026 2025Proxy Statement 27 29
• new•we received FDA and CE Mark approval for the SAPIEN M3 mitral valve replacement system, launching in both Europe and the U.S. the first transcatheter therapy utilizing a transseptal approach for treatment of patients with symptomatic (moderate-to-severe or severe) mitral regurgitation who are deemed unsuitable for surgery or transcatheter edge-to-edge therapy;
• new•we received a CE Mark for and launched in Europe the KONECT RESILIA aortic valved conduit, the first ready-to-implant solution with RESILIA tissue specifically designed for bio-Bentall procedures;
• new•we announced new eight-year data showing that patients receiving aortic surgical valves treated with our proprietary RESILIA tissue technology have significantly improved long-term outcomes compared to those receiving non-RESILIA tissue bioprosthetic valves;
• new•we completed enrollment in the CLASP IIF trial for the PASCAL transcatheter valve repair system;
• new•we announced ENCIRCLE pivotal trial results demonstrating successful patient outcomes supporting our portfolio of mitral and tricuspid therapies;
• new•we announced seven-year data from the PARTNER 3 trial, reaffirming the early and sustained patient benefits of Edwards TAVR; and
• new•we announced our founding sponsorship of the American Heart Association’s Heart Valve Initiative, a national effort to improve care and outcomes for the more than 28 million people living with heart valve disease worldwide.
• changed* $100 invested at market close on December 31, 2020, 2019,in stock or index, including reinvestment of dividends.
• changed2025 2024Annual Incentive Plan.
• changedIn January 2025, 2024,our Board approved the 2025 2024Annual Incentive Plan that includes the following three elements:
• changed• corporate financial measurement (based on underlying revenue growth and growth,adjusted earnings per share); shareandadjustedfreecashflowtargets);
• changedTable of Contents Edwards Lifesciences Corporation I 2026 2025Proxy Statement 28 30
• changed2025 2024Corporate Annual Incentive Plan Outcomes.
• changedIn January 2026, 2025,our Board of Directors approved the 2025 2024KOD achievement at 119% 124%of target.
• changedOur financial performance resulted in financial achievement at 107% 80%of target.
• changedAccordingly, our cash incentive plan for corporate employees funded at 127% 99%of target.
• changedFinal incentive amounts for our NEOs for 2025 2024also took into account each employee’s individual performance.
• changedDetermination as to 2022 2021PBRSU Awards (Performance Period Closed in 2025). 2024).
• changedIn May 2022, 2021,our Compensation and Governance Committee granted awards of PBRSUs to certain of our executives.
• changedFor any portion of these awards to vest, Edwards’ TSR for the three-year performance period ending April 30, 2025 2024had to be at or above -7.5% points from the median TSR of the other companies that were listed in the SPSIHE Subset on the grant date and were still publicly traded on April 30, 2025. 2024.
• newOur Compensation and Governance Committee determined that as of April 30, 2025, our relative TSR was -7.95% points below the median and, in line with our pay-for-performance philosophy, the 2022 PBRSUs were forfeited in their entirety with no payout.
• changedAt our 2025 2024Annual Meeting, our stockholders cast an advisory vote on the compensation of our NEOs (a “say-on-pay” vote).
• changedApproximately 88% 91%of the votes cast on this proposal voted in favor of our NEO compensation.
• changedThe Compensation and Governance Committee assesses the effectiveness of the compensation program and considers changes to the structure and elements of the compensation program, including pay mix, at least annually programafter reviewing (1) the total compensation executive officers have been paid out historically under the compensation structure, and (2) reviewing prepared tally sheets which identify and quantify all components of executive pay to be paid out in future years.
• changedThe review of historical, current and future executive compensation provides a holistic view of the program, and from these assessments, the Compensation and Governance Committee can best determine whether the program has paid for performance as it intended to do and is expected to continue to appropriately pay for performance going forward. asitintendstodo.
• changedThe charts below illustrate the percentage weighting of each compensation vehicle that comprise the 2025 2024target total direct compensation for Mr. Zovighian (our CEO) CEOattheendofthefiscalyear)and the average for the other NEOs.
• changedFor 2025, 93% 2024,92%of CEO target pay was at risk, with 81% 80%delivered in long-term incentives.
• changedFor our other NEOs, over82% of target pay was isat risk, and over67% was isin the form of long-term incentives.
• newWe believe stock options are performance-based awards, with their potential value being wholly dependent on an increase in our stock price after the applicable grant date of the awards, and they represent the largest portion of pay for our CEO and other NEOs.
• changedThis heavy weighting on stock options reflects islesscommoninthe importance marketandreflectsourcorporatestrategyof creating long-term stockholder value and our emphasis on payphilosophyofemphasizingperformance-based pay.
• changedTable of Contents Edwards Lifesciences Corporation I 2026 2025Proxy Statement 29 31
• changed2025 CEO2025 2024CEO2024NEOs (other than CEO)Target Total Direct Compensation Pay MixAverage Target Total Direct Compensation Pay Mix
• changedSemler Brossy’s responsibilities for 2025 2024generally included:
• changedTable of Contents Edwards Lifesciences Corporation I 2026 2025Proxy Statement 30 32
• changedConsistent with our philosophy of emphasizing pay-for-performance payforperformanceand as further described in the “Elements of Compensation—Annual Cash Incentive Plan” section below, annual cash incentive payments are designed to be above Incentive Pay Objectives when we exceed our goals and below the Incentive Pay Objectives when we do not achieve our goals.
• changedRSUs and PBRSUs are valued at the fair market value of the underlying shares (in the case of PBRSUs, at the “target” level of performance) on the grant date.
• changedThe review of the Comparator Group for pay decisions in 2025 2024was conducted in July 2024. 2023.
• changedAfter 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 below companies as the Comparator Group for 2025, 2024,which stayed the same from 2024 2023with the exception of the addition of GE Healthcare Technologies Inc. due to their strong business alignment and the removal of Teleflex, ABIOMED,Inc. due to it no longer fitting itsacquisitionbyJohnson&Johnsonin the financial profile parameters. December2022.
• changedEdwards’ 2025 2024Comparator GroupAbbott LaboratoriesThe Cooper Companies, Inc.Intuitive Surgical, Inc.Agilent Inc.MedtronicplcAgilentTechnologies, Inc.DexCom, Inc.Medtronic plcAlign Technology, Inc.GE Healthcare Technologies Inc.ResMed Inc.Baxter International Inc.AlignTechnology,Inc.Hologic, Inc.Stryker CorporationBecton, CorporationBaxterInternationalInc.IDEXXLaboratories,Inc.Teleflex,Inc.Becton,Dickinson and CompanyIDEXX Laboratories, CompanyIllumina,Inc.Zimmer Biomet Holdings, Inc.Boston Scientific CorporationIllumina, CorporationIntuitiveSurgical,Inc.
• changedAs of June 5, 2024, May15,2023,Edwards ranked at the 64th percentile of this group when measured on the basis of 90-day average market capitalization.
• changedOur Compensation and Governance Committee considers both survey data that is healthcare-specific and also general industry data for companies within a similar size scope to Edwards.
• changedTable of Contents Edwards Lifesciences Corporation I 2026 2025Proxy Statement 31 33
• changedFor more details, see "Annual Cash Incentive Plan" below• Reward achievement •Align compensation with corporate financial measures, operating and strategic goals, and individual objectives• Pay-for-performance•Up to a maximum of 200% ofpre-established Incentive Pay ObjectiveLong-Term Incentive AwardsStock Options • Variable compensation component• The size and composition of long-term incentive awards take into account competitive target total direct compensation pay positioning guidelines using market reference data from the Comparator Group, along with the individual executive’s level of responsibilities, ability to contribute to and influence our long-term results, and individual performance• Up to a maximum of 175% of PBRSUs may vest based on our relative TSR over a three-year period • Attract and retain executives •Align with stockholders' interests and value creation• Require performance as value is only realizable if the share price increasesRSUs• Variable compensation component• Attract and retain executives •Align with stockholders' interests and value creationPBRSUs• Variable compensation component • Pay-for-performance• Align with stockholders' interests Benefits• Attract and retain executives • Executives are eligible to participate in benefit programs on same terms as those generally offered to other Company employees• Align with stockholders' interests by encouraging our executives to remain focused on our business
• changedMr. Zovighian’s annual base salary was increased to $1,200,000 effective March 31, 2025 $1,150,000in2024to move his base salary closer to the median for similar positions in the Comparator Group.
• newUllem, Bobo, Chopra, and Wood were increased to $812,344, $763,274, $665,280, and $808,080, effective March 31, 2025.
• newThe annual base salary for Ms. Brüls was increased to $731,044, respectively, April 1, 2025.
• newBase salary increases were based on our Compensation and Governance Committee's assessment of the executives' roles and contributions.
• newDue to Mr. Chopra’s increased scope of responsibility which included overseeing our Surgical Structural Heart business unit, Mr. Chopra's base salary was increased to $700,000 effective September 1, 2025.
• changedTable of Contents Edwards Lifesciences Corporation I 2026 2025Proxy Statement 32 34
• changedAll of our NEOs and many other management and non-management-level employees (approximately 14,738 18,818employees) participated in the 2025 2024Edwards Incentive Plan (the “Incentive Plan”).
• changedFinancial Measurement Achievement(based on underlying revenue growth and growth,adjusted earnings per share share,andadjustedfreecashflowtargets set at the beginning of the year)The financial measurement multiplier may not exceed 175%XKOD Achievement(based on strategic, corporate, and business unit objectives determined at the beginning of the year)The aggregate KOD multiplier may not exceed 150%XIndividual Performance Objective Achievement(based on individual performance objectives determined at the beginning of the year)=Actual Incentive Plan amount earned (as a percentage of the NEO's Incentive Pay Objective)
• changedThe “Grants of Plan-Based Awards in Fiscal Year 2025” 2024”table below reports the Incentive Pay Objective (called the “Target” in the table) established for each NEO for 2025 2024as well as the maximum amount that could have been earned by each NEO under the Incentive Plan for 2025 2024had the maximum performance levels been attained (which for each NEO is 200% of the NEO’s Incentive Pay Objective).
• changedTo help maintain market competitiveness and based on our Compensation and Governance Committee's assessment of the executive's roles, contributions, and to provide competitive compensation, each NEO's target Incentive Pay Objective (as a percentage of the NEO's annual base salary) for 2025 2024was reviewed and adjusted accordingly.
• newDue to Mr. Chopra’s increased scope of responsibility which included overseeing our Surgical Structural Heart business unit, Mr. Chopra’s target Incentive Pay Objective was increased to $650,000 on September 1, 2025.
• changedIn January 2025, 2024,our Compensation and Governance Committee selected revenue growth (60% weighting) and (50%weighting);earnings per share (40% (30%weighting);andfreecashflow(20%weighting) as the financial measures under the Incentive Plan for 2025 2024and initially established the minimum, target, and maximum financial measure performance levels set forth in the chart below.
• changedNote that in order to align our business, strategy and incentive programs, our Compensation and Governance Committee had decided to remove determinedthatfree cash flow willberemovedfrom the Annual Cash Incentive Program for the 2025 year and going forward. Program.
• changedOur Compensation and Governance Committee also established the Key Operating Drivers, or KODs, used under the Incentive Plan for 2025. 2024.
• changedFor 2025, 2024,there were five Strategic Imperatives approved by our Board of Directors from which the KODs were derived:
• changed•Lead the global TAVR expansion and establish driveTAVRas the standard of care for treating aortic disease ValveFailure
• new•Extend TMTT leadership through a unique, differentiated portfolio
• new•Extend Surgical leadership through RESILIA penetration (INSPIRIS, MITRIS)
• new•Establish long-term leadership by advancing Non-Valvular Structural Heart initiatives
• new•Align business units, regions and functions to reinforce patient-focused culture and deliver sustained growth
• changedTable of Contents Edwards Lifesciences Corporation I 2026 2025Proxy Statement 33 35

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