DEF 14A of Edwards Lifesciences Corp, Mar 26, 2024

DEF 14A of Edwards Lifesciences Corp

Filed Mar 26, 2024 · FY20230001099800-24-000032

Open on EDGAR

  1. TABLE OF CONTENTS

    | Non-Equity Incentive Plan Awards | 43 | | Equity Incentive Plan Awards | 43 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 46 | | Option Exercises and Stock Vested in Fiscal Year 2023 | 48 | | Nonqualified Deferred Compensation Plans | 48 | | Potential Payments Upon Termination or Change in Control | 49 | | CEO Pay Ratio | 51 | | Pay Versus Performance | 52 | | PROPOSAL 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 56 | | EQUITY COMPENSATION PLAN INFORMATION | 57 | | AUDIT MATTERS | 58 | | PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 58 | | Audit Committee Report | 60 | | OTHER MATTERS AND BUSINESS | 61 | | PROPOSAL 4 – APPROVAL OF THE AMENDED AND RESTATED LONG-TERM STOCK INCENTIVE COMPENSATION PROGRAM | 61 | | Additional Information | 69 | | Section 16(a) Beneficial Ownership Reporting Compliance | 69 | | Related Persons Transactions | 69 | | Indemnification of Directors and Officers | 69 | | Deadline for Receipt of Stockholder Proposals and Director Nominations for the 2025 Annual Meeting | 69 | | Annual Report on Form 10-K | 70 | | Delivery of the Proxy Materials | 70 | | APPENDIX A – Non-GAAP Financial Information | A-1 |

  2. BOARD OF DIRECTOR NOMINEES

    BOARD OF DIRECTOR NOMINEES Our Board of Directors (our “Board”) has selected the following eight persons as its nominees for election for a one-year term to our Board at the Annual Meeting. The following chart provides key information on each of our director nominees as of the date of this Proxy Statement. Except for Leslie C. Davis, who is being first nominated for election at the Annual Meeting, each director nominee was elected as a director at our annual meeting of stockholders held on May 11, 2023, to hold office until the Annual Meeting.

  3. BOARD OF DIRECTOR NOMINEES

    | | | | | Committee Memberships | | | | Name | Age | Director Since | Independent | Audit Committee* | Compensation and Governance Committee | Other Public Company Boards | | Leslie C. Davis(1) CEO and President, UPMC | 65 | Nominated for 2024 | Yes | | | 0 | | Kieran T. Gallahue Former Chairman and CEO, CareFusion Corporation | 60 | 2015 | Yes | ¢ | | 1 | | Leslie S. Heisz Former Managing Director, Lazard Frères & Co | 63 | 2016 | Yes | C | | 2 | | Paul A. LaViolette Managing Partner and COO, SV Health Investors LLC | 66 | 2020 | Yes | | ¢ | 0 | | Steven R. Loranger Former Chairman, President and CEO ITT Corporation | 72 | 2016 | Yes | ¢ | | 1 | | Ramona Sequeira President of the U.S. Business Unit and Global Portfolio Commercialization, Takeda Pharmaceuticals USA, Inc. | 58 | 2020 | Yes | ¢ | | 0 | | Nicholas J. Valeriani Former CEO, West Health Institute Former EVP, Johnson & Johnson | 67 | 2014 | Yes | | C | 0 | | Bernard J. Zovighian Chief Executive Officer, Edwards Lifesciences Corporation | 56 | 2023 | No | | | 0 |

  4. BOARD OF DIRECTOR NOMINEES

    * Each member of our Audit Committee is an audit committee financial expert C Chairperson n Member (1) Once elected, Ms. Davis, who will be an independent director, will be appointed to a Committee of the Board of Directors. Table of Contents Edwards Lifesciences Corporation I 2024 Proxy Statement ii

  5. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS

  6. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  7. PROPOSAL 1 – ELECTION OF DIRECTORS

    General. Our Board has nominated the eight individuals below for election to our Board at the 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. After years of valuable and dedicated service, Michael A. Mussallem and Martha H. Marsh will not stand for re-election at the Annual Meeting and are not represented in the biographical or skill disclosures below. Except for Leslie C. Davis, who is being first nominated for election at the Annual Meeting, each of the nominees standing for election is currently a director and was previously elected to our Board by our stockholders effective May 11, 2023. The Board believes that the leadership structure and membership of the Board is in the best interest of the Company and its stockholders. Each of the director nominees has consented to serve as a director, if elected. However, if any nominee becomes unable or unwilling for good cause to serve before the election, the proxy holders may vote the shares represented by proxy for any substitute nominee designated by our current Board to fill the vacancy. No arrangement or understanding exists between any nominee and any other person 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 our Board, the committees of our Board, director independence, and related matters follows this Proposal 1. Board Refreshment Considerations. At the 2023 Annual Meeting, in connection with his retirement as CEO, Mr. Mussallem was appointed non-executive Chairman of the Board, enabling Edwards to continue to leverage his extensive knowledge of the Company and the medical technology industry during a period of leadership transition. As a testament to his confidence in Mr. Zovighian and the executive leadership team, the Company's patient-driven culture and financial performance, and the strength and commitment of our Board, Mr. Mussallem decided that now is the right time to retire from his role as Chairman of the Board. Therefore, he will not be standing for re-election at the 2024 Annual Meeting. In conjunction with Mr. Mussallem’s retirement, and as a result of our Board's rigorous and long-standing practice of considering Board succession planning matters at each Board regularly scheduled in-person meeting which enables the Board to plan appropriately, the Board intends to appoint Mr. Valeriani as the Chairman of the Board, effective at the Annual Meeting. Mr. Valeriani is an independent director and starting with the Annual Meeting, will be the longest-serving director on the Board, having joined our Board in 2014. Mr. Valeriani has deep knowledge of our industry and the specific challenges and opportunities facing our Company, and, together with his ability to work well with other Board members and management and his personal and professional maturity and integrity, our Board believes he is uniquely positioned to lead our Board as we reconstitute a new management structure following the retirement of Mr. Mussallem. Our CEO is Mr. Zovighian, who was appointed to his executive role in May 2023 and serves as an executive director on the Board. The Board believes that the Company would be best served if Mr. Zovighian were allowed to continue to focus on managing the Company, while leveraging Mr. Valeriani's experience to lead our Board. The Board believes these decisions serve the best interests of our Company. The Compensation and Governance Committee, with engaged involvement from the entire Board, maintains a robust refreshment process and evaluates its leadership structure in accordance with Edwards’ developing needs and circumstances. Our Board had been preparing for the retirement of Ms. Marsh who has now reached the retirement age for directors provided in our Corporate Governance Guidelines. As part of the refreshment process, the Compensation and Governance Committee considers director candidates who are recommended by its members, other Board members, management, shareholders, and those identified by third-party search firms. In the search for a replacement for Ms. Marsh, a third-party search firm was engaged, and after a rigorous process, the Compensation and Governance Committee reviewed potential candidates and identified a new potential director. Based on our formal criteria as described in detail under “Board Criteria and Diversity Policy”, the Compensation and Governance Committee selected for nomination and the Board is pleased to nominate Leslie C. Davis at our 2024 Annual Meeting. Ms. Davis is the President and CEO of the University of Pittsburgh Medical Center and would bring to the Board more than 30 years of healthcare experience, with a particular emphasis on operations and developing businesses and services. She will contribute invaluable healthcare, operations, and innovation experience, and who will complement the skills and experience of existing Board members. Board Criteria and Diversity Policy. Our Board, led by our Compensation and Governance Committee, is responsible for identifying, assessing and, ultimately, recommending to the stockholders individuals qualified to serve as directors of our Company. We believe that diverse backgrounds and experience strengthen Board performance and promote long-term stockholder value creation. Pursuant to membership criteria specified in our Compensation and Governance Committee charter, we seek a Board with diversity of backgrounds among its members as determined by the Board in its business judgment, which may include diversity of experience, training, skills, gender, race, ethnic or national origin, age or other factors as our Board determines appropriate. Our Compensation and Governance Committee considers women and minority candidates consistent with the written membership criteria and our Company’s non-discrimination policies. In evaluating potential candidates, our Compensation and Governance Committee also considers personal characteristics, such as: • intelligence, honesty, perceptiveness, good judgment, maturity, and responsibility; • high ethics and standards, integrity, and fairness; • a background that demonstrates an understanding of business and financial affairs and the complexities of a large, multifaceted, global business, governmental or educational organization; and • ability to form independent opinions and the willingness to state them in a constructive manner.

  8. PROPOSAL 1 – ELECTION OF DIRECTORS

    Of significant importance, our Compensation and Governance Committee and our Board seek individuals who are compatible and able to work well with other directors and executives and who are able and willing to spend the time required to function effectively as a director. The satisfaction of these criteria is implemented and assessed through ongoing consideration of directors and potential nominees by our Compensation and Governance Committee and our Board, with a discussion of Board succession planning held at regularly scheduled meetings of our Board and certain specially called meetings. These discussions have included reviews of current director skills in the context of the collective mix of skills of our other directors and the evolving needs of the Company, and consideration of each director’s retirement horizon, as well as our Board’s self-evaluation and peer evaluation processes, as described below under “Board Evaluations.” Based upon these activities and its review of the current composition of our Board, our Compensation and Governance Committee and our Board believe that the nominating criteria have been satisfied and its director nominees represent diverse backgrounds and experience that are aligned with our Company’s strategy, including financial, industrial, entrepreneurial and international experience. Our director nominees are: The table below highlights the diverse range of qualifications and skills of the director nominees collectively that, among other factors, led the Board to recommend these nominees for election to the Board. For more information on each individual director's qualifications, skills, and experience, please see the directors' biographies in the "Board of Director Nominees" section of this Proxy Statement.

  9. PROPOSAL 1 – ELECTION OF DIRECTORS

    | Range of Qualifications and Skills Represented by Our Directors | | | | Medical Technology Industry Experience | International Executive Experience | Corporate Governance | | Regulatory and Compliance | Executive Leadership | Operations Management | | Innovation and Technology | Risk Management | Risk Oversight | | Finance and Financial Industry | Human Capital Resources | Financial Reporting | | IT and Cybersecurity | Corporate Strategy and Development | Corporate Responsibility |

  10. PROPOSAL 1 – ELECTION OF DIRECTORS

    Board Evaluations. Our Board carefully considers the skills, experience, and diversity of its members as part of its robust director evaluation and Board refreshment process. Even though our Compensation and Governance Committee makes recommendations to our Board regarding candidates for election as directors of our Company, all members of our Board are very engaged in the process of, and discussions regarding, refreshment. Our Board conducts an annual Board and Committee self-evaluation every July or August, soliciting each director’s views on, among other things, Board and Committee performance and effectiveness, size, composition, agenda, processes and schedule. In addition, our directors conduct annual peer evaluations focusing on each individual director’s personal interactions and skills. This is a robust process that culminates in one-on-one meetings during which peer feedback is provided to each director by the General Counsel. Our Board views the self- and peer-evaluation processes as an integral part of its commitment to cultivating excellence and best practices in its performance. Further, a Board member must inform the Chairman before accepting a position on another public company’s board of directors. In addition to confirming there are no conflicts of interest with the internal legal and compliance functions, the Chairman discusses with the other members of our Board whether there would be any reason for the Board member not to accept the position. Our Board considers, among other things, the engagement of such Board member on our Board and reviews the aforementioned Board evaluations and peer reviews. In light of how critical a Board member’s focused engagement and time commitment is to the director’s ability to contribute and add value to our Company’s business and strategy, this process is intentionally comprehensive and rigorous. Board Retirement Policy. As set forth in our Corporate Governance Guidelines, our Board has adopted a retirement policy that no director shall stand for election to our Board after reaching the age of 75, except in special circumstances specifically approved by our Board. After years of loyal contribution to our Company and having reached the age of 75, Martha H. Marsh will be retiring from the Board effective as of the 2024 Annual Meeting. Our Board strives to maintain a highly independent, balanced, and diverse group of directors that collectively possesses the expertise to provide proper oversight.

  11. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  12. BOARD OF DIRECTOR NOMINEES

    BOARD OF DIRECTOR NOMINEES Our Board has nominated the following eight individuals for election to our Board at the 2024 Annual Meeting.

  13. BOARD OF DIRECTOR NOMINEES

    | | Bernard J. Zovighian CEO, Edwards Lifesciences Corporation Age: 56 Director Since: 2023 | Edwards Board Role: Executive Director | | Select Professional Experience and Highlights: • Edwards Lifesciences Corporation, since 2015 – Chief Executive Officer, since May 2023 – President, from January 2023 to May 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, including worldwide President of one of the company's divisions | | Select Skills and Qualifications: With a career spanning nearly three decades in medical technology, Mr. Zovighian has led global businesses across two world-class companies during which time he lived and led teams in several countries. Mr. Zovighian blends a global mindset and a team-based approach to leadership with strengths in strategy development, innovation and adoption of disruptive technologies that elevate the standard of care, and establishment of trusted partnerships. Mr. Zovighian joined Edwards Lifesciences in January 2015 as vice president and general manager of the Surgical Structural Heart business, and he later served as corporate vice president of the surgical business from 2016 until he became corporate vice president responsible for the company’s Transcatheter Mitral and Tricuspid Therapies (TMTT) business in January 2018. Mr. Zovighian established a global organization focused on developing a portfolio of therapies designed to change the standard of care for mitral and tricuspid patients. Prior to joining Edwards, Mr. Zovighian held roles with increasing levels of responsibility at Johnson & Johnson (J&J) for nearly 20 years, including worldwide president of one of the company’s divisions. Mr. Zovighian serves as an advisory board member for the Leonard D. Schaeffer Center for Health Policy & Economics at the University of Southern California. |

  14. BOARD OF DIRECTOR NOMINEES

    | | Nicholas J. Valeriani Former CEO, West Health Institute Former EVP, Johnson & Johnson Age: 67 Director Since: 2014 | Edwards Board Role: Chair of Compensation and Governance Committee | | Other Public Company Directorships Previously Held: • Surgalign Holdings, Inc. (formerly known as RTI Surgical Holdings, Inc.) – Chair of the Compensation Committee, from 2019 to 2023 and Member, from 2016 to 2023 – Member of the Nominating and Governance Committee, from 2019 to 2023 – Member of the Sciences and Technology Committee, from 2016 to 2020 • Roka Bioscience, Inc., from 2015 to 2018 Select Professional Experience and Highlights: • Gary and Mary West Health Institute, an independent, nonprofit medical research organization that works to create new, more effective ways of delivering care at lower costs – Chief Executive Officer, from 2012 until his retirement in 2015 • Johnson & Johnson – Company Group Chairman, Ortho Clinical Diagnostics, from 2009 to 2012 – Member of the Executive Committee – Vice President, Office of Strategy and Growth, from 2007 to 2009 – Served 34 years in key positions, including Worldwide Chairman, Medical Devices and Diagnostics, and Corporate Vice President, Human Resources | | • Member of the Boards of the Gary and Mary West Health Institute and the Gary and Mary West Health Policy Center, since 2012 • Member of the Board of AgNovos Healthcare, LLC, since 2016 • Member of the Board of SPR Therapeutics, Inc., since 2018 • Served on the Boards of the Robert Wood Johnson University Hospital, from 2008 to 2016, and the Center for Medical Interoperability, from 2013 to 2015 Select Skills and Qualifications: With 40 years of medical technology industry experience in a large and complex global company and experience directing corporate strategy, Mr. Valeriani provides critical perspectives to our Board’s oversight of the development of our patient-focused innovation strategy and assessment of future business investments and opportunities. His deep operational experience provides invaluable insights to our Board. In addition, through his professional career as well as his service on other public company boards, Mr. Valeriani has extensive experience in human capital resources at a global company which enables him to contribute valuable perspectives and provide strong leadership and direction as the Chairperson of our Board’s Compensation and Governance Committee. |

  15. BOARD OF DIRECTOR NOMINEES

    | | Leslie C. Davis CEO and President, UPMC Age: 65 Nominated for 2024 | | | Select Professional Experience and Highlights: • UPMC – President and Chief Executive Officer, since 2021 – Executive Vice President, Health Services Division, from 2018 to 2021 – Senior Vice President and Chief Operating Officer of Health Services Division, from 2014 to 2018 •UPMC Magee-Womens Hospital – President, from 2004 to 2018 | | Select Skills and Qualifications: Ms. Davis has more than 30 years of experience in health care, with a particular emphasis on operations and developing businesses and services. Her strong experience as a chief executive officer and leading operations at large health services organizations will add a critical perspective and provide unique insights during our strategic Board discussions, especially as we navigate an evolving and complex healthcare environment for healthcare practitioners and patients alike. Ms. Davis understands the pressure points of health systems and can contribute with practical knowledge to enhance our Board’s ability to proactively prepare for, and respond to, health industry challenges and opportunities. |

  16. BOARD OF DIRECTOR NOMINEES

    | | Kieran T. Gallahue Former Chairman and CEO, CareFusion Corporation Age: 60 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. |

  17. BOARD OF DIRECTOR NOMINEES

    | | Leslie S. Heisz Former Managing Director, Lazard Frères & Co Age: 63 Director Since: 2016 | Edwards Board Role: Chair of the Audit Committee | | Other Current Public Company Directorships: • Public Storage, Independent Trustee, since 2017 – Member of the Audit Committee, from 2017 to 2020 – Member of the Nominating, Governance and Sustainability Committee, since 2017 – Member of the Long-Term Planning Committee, from 2020 to 2021 • Member of the boards of the mutual funds and electronically traded funds advised by Capital Group, since 2019 – Audit Committee Chair of the ETF Fund board, since 2021 Other Public Company Directorships Previously Held: • Ingram Micro Inc., From 2007 to 2016 • Towers Watson & Co., from 2012 to 2016 • HCC Insurance Holdings, Inc., from 2010 to 2014 Select Professional Experience and Highlights: • Member of the Board of Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc., since 2015 – Member of the Audit and Compliance Committee, since 2015 – Member of the Finance Committee, since 2018 – Member of the Governance and Community Health Committees, from 2015 to 2017 | | • 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. |

  18. BOARD OF DIRECTOR NOMINEES

    | | Paul A. LaViolette Managing Partner and COO, SV Health Investors LLC Age: 66 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, from 1994 to 2008 – 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. |

  19. BOARD OF DIRECTOR NOMINEES

    | | Steven R. Loranger Former Chairman, President and CEO ITT Corporation Age: 72 Director Since: 2016 | Edwards Board Role: Audit Committee Member | | Other Current Public Company Directorships: • Xylem Inc., since 2011 – Member of the Leadership Development and Compensation Committee, 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 from 2023 to 2024 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 | | • Textron, Inc. – 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 businesses, from 1981 to 2002 Select Skills and Qualifications: Mr. Loranger is a seasoned executive with global manufacturing and operational experience in highly regulated, high-tech industries. His decades of experience leading large, global innovation-focused corporations with intensive data privacy components is particularly valuable to our Board. Through his many years of experience as an international executive and as a member of other public company boards, Mr. Loranger also brings expertise and experience in many other critical areas for our Company, including operations management, financial reporting, finance and the financial industry, innovations and technology and corporate strategy. His expertise in risk management and oversight as well as cybersecurity and information technology has allowed for engaged contributions to the Board and the Audit Committee. |

  20. BOARD OF DIRECTOR NOMINEES

    | | Ramona Sequeira President, Global Portfolio Division, Takeda Pharmaceuticals USA, Inc. Age: 58 Director Since: 2020 | Edwards Board Role: Audit Committee Member | | Select Professional Experience and Highlights: • Takeda Pharmaceuticals USA, Inc., a biopharmaceutical company, since 2015 – President, Global Portfolio Division, since 2022 – Chair of the Commercialization and Launch Committee, since 2020 – President of the U.S. Business Unit and Global Portfolio Commercialization, since 2020 – President, from 2015 to 2020 – Business Review Committee and Co-Chair of Pipeline Review Committee, since 2015 • Pharmaceutical Research and Manufacturers of America (PhRMA), since 2015 – Chair of the Board, since 2021, and member, since 2015 – Vice Chair, 2020 – Treasurer, 2019 • Eli Lilly & Company – Vice President – Lilly USA, from 2013 to 2015 – General Manager, UK/Northern Europe, from 2010 to 2012 – Vice President, Sales – Lilly Canada, from 2005 to 2009 – Associate Director, Neuroscience Marketing, from 2003 to 2005 | | • Member of the Board of Trustees for Harvey Mudd College, since 2020 Select Skills and Qualifications: Ms. Sequeira has over 25 years of experience in the pharmaceutical industry through her work with Takeda and, prior to that, with Eli Lilly. She currently leads Takeda’s Global Portfolio Division, and, in this role, she oversees roughly 11,000 employees across Takeda's global Vaccines business including manufacturing, research and development and commercial; the Global Commercial and Medical organizations, and all of Takeda's markets across Europe and Canada, Growth and Emerging Markets, and China. Her experience in leadership roles in multiple markets, across cultures and within different healthcare systems where she has successfully launched products, transformed businesses, and delivered sustainable growth is particularly valuable for our global business. In addition, throughout her career, she has developed experience in other areas, including finance and mergers and acquisitions, innovation and technology, risk management and oversight, artificial intelligence and data, corporate responsibility, sustainability and human capital resources, all of which allow her to provide valuable contributions to our Board and the Audit Committee. Ms. Sequeira’s industry experience with pharmaceutical innovation and patient access provides important expertise to our Board as Edwards executes on its patient-focused innovation strategy. |

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  22. Director Compensation Table – 2023

    Director Compensation Table – 2023 The following table presents the 2023 compensation paid or awarded to each individual (other than Mr. Mussallem) who served as a nonemployee director at any time during 2023. The compensation paid to Mr. Mussallem in 2023, including the compensation paid or awarded to him for his service as a non-employee director in 2023 following his retirement as our CEO, is presented in the “Executive Compensation” section of this Proxy Statement. Mr. Mussallem did not receive additional compensation for his service as a director while he served as our CEO.

  23. Director Compensation Table – 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Total ($) | | Mr. Gallahue | $85,084 | $249,972 | — | $335,056 | | Ms. Heisz | 106,450 | 249,972 | — | 356,422 | | Mr. LaViolette | 80,000 | 249,972 | — | 329,972 | | Mr. Loranger | 85,084 | 249,972 | — | 335,056 | | Ms. Marsh | 115,000 | 249,972 | — | 364,972 | | Ms. Sequeira | 85,000 | 249,972 | — | 334,972 | | Mr. Valeriani | 98,000 | 249,972 | — | 347,972 |

  24. Director Compensation Table – 2023

    (1) Consists of annual retainer fees and meeting fees for service as a director and a member of Board committees. Please see the section “Retainers and Fees” below. Director fees that would have been paid in cash, but, at the election of the director, converted to restricted stock or option awards are included in this “Fees Earned or Paid in Cash” column. (2) Amounts disclosed in these columns reflect the aggregate grant-date fair value of the restricted stock award or option award, as applicable, granted to our nonemployee directors during 2023 (excluding restricted stock and option awards granted in lieu of cash and as to which the corresponding retainer fees have been included in the “Fees Earned or Paid in Cash” column), as determined under the principles used to calculate the grant-date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of the assumptions and methodologies used to value the awards reported in these columns, please see the discussion of restricted stock awards and option awards contained in Note 15 of the “Notes to Consolidated Financial Statements” in the 2023 Annual Report. Please see the information under “Nonemployee Directors Stock Incentive Program” and “Outstanding Nonemployee Director Equity Awards” below for the grant-date fair value of each restricted stock and option award granted to our nonemployee directors in 2023 as well as the restricted stock and option awards held by each nonemployee director at the end of 2023. Retainers and Fees. Nonemployee directors received the following retainers and fees in 2023:

  25. Director Compensation Table – 2023

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

  26. Director Compensation Table – 2023

    * Per meeting; meeting fees cannot be deferred. A director may elect to receive stock options or restricted shares in lieu of the annual cash retainers as described in “Deferral Election Program” below. Meeting fees, however, cannot be deferred. Retainers are paid in advance. Directors beginning service during the year receive a prorated amount of the retainer. Our Compensation and Governance Committee met nine times in 2023. Mr. LaViolette and Ms. Marsh attended both of the additional meetings and Mr. Valeriani attended one additional meeting. Each of Mr. Valeriani, Mr. LaViolette, and Ms. Marsh will be receiving additional meeting fees reflecting their attendance. Nonemployee Directors Stock Incentive Program. In order to align the nonemployee directors’ interests more closely with the interests of our stockholders, we maintain our Nonemployee Directors Stock Incentive Program (the “2020 Nonemployee Directors Stock Incentive Program”), pursuant to which each nonemployee director receives an annual grant of options for up to 120,000 shares of our common stock, or Restricted Stock Units (“RSU”) for up to 48,000 shares of our common stock, or a combination of options and RSUs with a grant-date value established by our Compensation and Governance Committee or our Board. The annual equity award is typically granted on the day after our annual meeting. Our Board has discretion to determine whether an award will be granted to a director who joins our Board mid-year and to determine the terms and conditions of any such award. Our Compensation and Governance Committee recommends to our Board for its approval the actual amount and type of award for each year. For 2023, our Board provided that each nonemployee director in office following our 2023 annual meeting (other than Mr. Mussallem) would be granted RSUs having a grant date value of $250,000, and that Mr. Mussallem would be granted RSUs having a grant date fair value of $400,000 (with the larger amount attributable to his service as the non-executive Chairman of the Board), with each grant rounded to the nearest whole share. On May 12, 2023, in conjunction with his appointment to non-executive director, Mr. Mussallem received 4,485 RSUs as an annual grant (the grant-date fair value of such award, determined as noted in footnote 2 to the Director Compensation Table above, was $399,972). This award is included in Mr. Mussallem's compensation presented in the "Executive Compensation" section of this Proxy Statement. All other nonemployee directors who were serving on that date received 2,803 RSUs as an annual grant (the grant-date fair value of such award was $249,972, determined as noted in footnote 2 to the Director Compensation Table above). These RSUs vest 100% upon the earlier of the one-year anniversary of the grant date and the date of the next regular annual meeting of stockholders at which members of our Board are to be elected, subject to earlier vesting in the event of the nonemployee director’s death or disability or in connection with a change of control of Edwards. Once the RSUs vest, the shares must be held subject to the requirements described in “Directors’ Stock Ownership Guidelines and Holding Requirement” below. Deferral Election Program. In lieu of all or part of a nonemployee director’s annual cash retainer, the director may elect to receive either stock options or restricted stock awards under the 2020 Nonemployee Directors Stock Incentive Program. If a director makes a timely election to receive stock options, such options are granted on the date the cash retainer would otherwise have been paid, and the number of shares subject to the option is equal to four times the number of shares that could have been purchased on the grant date with the amount of the director’s cash retainer that was foregone to receive the award. The options are exercisable and vested in full on the grant date, and the exercise price per share is the fair market value of the 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 the one-year anniversary of the grant date and the date of the next regular annual meeting of stockholders at which members of our Board are to be 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. On May 12, 2023, Ms. Heisz and Mr. Mussallem received stock options to acquire 1,795 and 3,589 shares of Edwards common stock, respectively, in lieu of the portion of their annual cash retainer deferred (the grant-date fair value of each such award was $41,450 and $82,877, respectively, determined as noted in footnote 2 to the Director Compensation Table above for Ms. Heisz and as noted in footnote 3 in the Summary Compensation table for Mr. Mussallem). On the same date, Messrs. Gallahue and Loranger received a grant of 898 restricted shares in lieu of their annual cash retainer (the grant-date fair value of such award was $80,084, determined as noted in footnote 2 to the Director Compensation Table above). Directors’ Stock Ownership Guidelines and Holding Requirement. Under the stock ownership guidelines, each nonemployee director is expected to own shares of our common stock with a value of at least $500,000. This amount equals more than six times the base annual cash retainer for each nonemployee director. Shares that count toward meeting the guideline include common stock owned outright, restricted stock, and RSUs. Once the stock ownership guideline of $500,000 is met, each nonemployee director is required to hold 50% of the net remaining shares of the common stock, whether owned outright and/or acquired in connection with the vesting of restricted stock and/or restricted stock units, after satisfaction of applicable taxes (and in the case of stock options granted prior to July 2021, after satisfaction of applicable taxes and payment of the exercise price) until the director’s Board service ends. The holding requirement does not apply to equity awards directors elect to receive in lieu of their cash retainers. Expense Reimbursement Policy. Directors are reimbursed for travel expenses related to their attendance at Board and committee meetings as well as for the costs of attending director continuing education programs. Our Board may change compensation and reimbursement arrangements for nonemployee directors from time to time.

  27. Executive Summary

    | EDWARDS’ CORPORATE STRATEGY INFORMS PAY DESIGN | | | | | | Financial Drivers | Create Meaningful Value by Transforming Patient Care | | | Market Drivers | | ê | | ê | | ê | | Revenue | Focus | Innovation | Leadership | Share Price | | | Singular focus on the large unmet needs of structural heart and critically ill patients | Pioneer breakthrough technologies with compelling evidence | Lead groundbreaking standards of care through trusted relationships | Total Stockholder Return (Relative to a subset of the S&P Healthcare Equipment Select Industry Index) | | Earnings Per Share | | | | | | Cash Flow | | | | | | | Our Corporate Strategy is translated into Strategic Imperatives | | | | | | | | | | | Financial Results | 2023 Key Operating Drivers ("KODs") measure execution against the following Strategic Imperatives | | Performance Objectives | Equity Vehicles | | •Evaluated relative to target goals | •Lead the global expansion and drive Transcatheter Aortic Valve Replacement (“TAVR”) as the standard of care for aortic stenosis ("AS") | | Assessed against individual objectives focused on financial measures and operational goals within a named executive officer's area of responsibility | •Stock Options | | | | | | •Restricted Stock Units ("RSUs") | | •Results weighted | | | | | | 50% Revenue Growth | •Transform and lead the treatment of mitral and tricuspid valve disease | | | •Performance-Based RSUs ("PBRSUs") | | 30% EPS | •Strengthen and expand global presence in surgical heart valves and critical care •Prioritize investments that fortify culture and support execution of the strategy | | | | | 20% Free Cash Flow | | | | | | | | | | | | Annual Cash Incentive Compensation | | | Long-Term Equity Compensation | | | Determined by multiplying financial measure achievement by KOD achievement by achievement of individual Performance Objectives | | | 55% Options | | | | | | 20% RSUs | | | | | | 25% PBRSUs | |

  28. COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*

    | Edwards’ 2023 Comparator Group | | | | Abbott Laboratories | Boston Scientific Corporation | Intuitive Surgical, Inc. | | ABIOMED, Inc. | The Cooper Companies, Inc. | Medtronic plc | | Agilent Technologies, Inc. | DexCom, Inc. | ResMed Inc. | | Align Technology, Inc. | Hologic, Inc. | Stryker Corporation | | Baxter International Inc. | IDEXX Laboratories, Inc. | Teleflex, Inc. | | Becton, Dickinson and Company | Illumina, Inc. | Zimmer Biomet Holdings, Inc. |

  29. COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*

    As of May 11, 2022, Edwards ranked at the 74th percentile of this group when measured on the basis of 90-day average market capitalization. Compensation data are generally regressed for market capitalization to ensure that the data are not distorted by larger companies. Regression analysis is a commonly used technique to size-adjust data, which allows for more statistically valid comparisons. The key measure used in our regression model is market capitalization. Based on this measure, the regression formula correlates and adjusts the raw data for base salary, total cash compensation and target total direct compensation to predict those items based on the market capitalization for each of the Comparator Group companies. Although data from the Comparator Group are the primary data input for compensation decisions for our NEOs, consideration is given to compensation data for companies in healthcare-related industries as reported in nationally recognized Radford Global Technology and Global Lifesciences Compensation Surveys. Our 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. Our Compensation and Governance Committee believes it is appropriate to refer to these additional data because we compete with these types of companies for executive talent. We do not target any specific percentile but instead consider the market data along with factors like the individual’s performance and context from the talent market more broadly to determine our target total direct compensation and the elements of compensation for our NEOs. Elements of Compensation. The compensation package for each NEO consists primarily of (i) base salary, (ii) an annual cash incentive payment based on attainment of pre-established financial measures, operating goals, and individual performance, and (iii) long-term stock-based incentive awards. Each of these three components of compensation is intended to promote one or more of our objectives of designing executive compensation that is performance-based, is competitive, and aligns the interests of the executives with our stockholders.

  30. COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*

    | Element of Compensation | Why We Pay this Element | Compensation and Governance Committee’s Evaluation Criteria | | Base Salary | • Fixed compensation component | • Competitive data, the executive’s responsibilities, years of service, prior experience and expertise, individual performance, future potential, and internal equity are considered | | | • Attract and retain executives | | | Annual Cash Incentive | • Variable compensation component | • Incentive plan funding is determined by multiplying the financial measurement achievement by the KOD achievement times the Individual Performance Objective Achievement. For 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% of pre-established Incentive Pay Objective | | Long-Term Incentive Awards | | | | Stock 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 | | | • Attract and retain executives | | | | •Align with stockholders' interests and value creation | | | | • Require performance as value is only realizable if the share price increases | | | RSUs | • Variable compensation component | | | | • Attract and retain executives | | | | •Align with stockholders' interests and value creation | | | PBRSUs | • 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 | |

  31. COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*

    The “Grants of Plan-Based Awards in Fiscal Year 2023” table below reports the Incentive Pay Objective (called the “Target” in the table) established for each NEO for 2023 as well as the maximum amount that could have been earned by each NEO under the Incentive Plan for 2023 had the maximum performance levels been attained (which for each NEO is 200% of the NEO’s Incentive Pay Objective). Annual Cash Incentive Plan Funding—KOD Components and Performance Measures Our Compensation and Governance Committee, after consultation with management, sets annual incentive performance goals each year for achievement of financial measures and KODs. Financial measures are non-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 2023, our Compensation and Governance Committee selected revenue growth (50% weighting); earnings per share (30% weighting); and free cash flow (20% weighting) as the financial measures under the Incentive Plan for 2023 and initially established the minimum, target, and maximum financial measure performance levels set forth in the chart below. Our Compensation and Governance Committee chooses financial measures that are tied to our performance which is intended to motivate and reward executives for our Company’s annual performance. No funding is earned if actual performance associated with at least one of the financial goals does not exceed the pre-established minimum threshold. Achievement of the maximum level specified for each financial goal would result in a financial achievement multiplier of 175%. Our Compensation and Governance Committee also established the Key Operating Drivers, or KODs, used under the Incentive Plan for 2023. 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 approves our Company’s Strategic Imperatives from which our KODs are derived. The KODs contemplate near- and long-term objectives of our multi-year strategy, and the KODs are how we translate these strategic goals into specific tangible and quantifiable metrics to be achieved in any given year, holding all employees, including executives, accountable for our Company’s and their individual performance. For 2023, there were four Strategic Imperatives approved by our Board of Directors from which the KODs were derived: •Lead the global expansion and drive TAVR as the standard of care for aortic stenosis •Transform and lead the treatment of mitral and tricuspid valve disease •Strengthen and expand global presence in surgical heart valves and critical care •Prioritize investments that fortify culture and support execution of the strategy Underlying these Strategic Imperatives are approximately 90 specific KOD metrics and milestones relating to, among other things, research and development, commercial and financial milestones in each of the four business units, key initiatives to increase patient access to our therapies and specific milestones for global supply chain as it relates to launches of products, supply, capacity, quality, productivity, service and capabilities. We do not disclose our KODs in detail because we believe doing so would cause a meaningful competitive disadvantage. Approximately 25% of the KODs include a financial component. Performance within the expected range results in a multiplier of 100%. Performance below the range is considered sub-optimal and will result in a discount to the financial measure. Performance above the range is considered extraordinary and results in a multiplier above 100%. The aggregate KOD multiplier may not exceed 150%. Incentive Plan funding is determined after results of achievement of the predetermined financial measures and KODs are known, and is calculated by multiplying the financial measure achievement by the KOD achievement. Annual Cash Incentive Plan Funding—2023 Actual Incentive Plan Funding Results The following table shows the target level for each financial goal under the 2023 Incentive Plan, the level of achievement required to reach the minimum and maximum achievement levels, and our actual 2023 performance against the goal. Interpolation is applied for results between the levels shown in the chart and no portion of the incentive corresponding to a particular goal will be earned if actual performance falls short of the minimum level for that goal.

  32. 2023 Company Financial Performance Measures*

    2023 Company Financial Performance Measures*

  33. 2023 Company Financial Performance Measures*

    | | Percentage of Financial Measure Achievement | | | | | | Minimum (25%) | Target (100%) | Maximum (175%) | Actual (%) | | Revenue Growth – 50% Weight | 6.5% | 14.5% | 22.5% | 12.1% | | Earnings per Share ($) – 30% Weight | $2.11 | $2.64 | $3.17 | $2.52 | | Free Cash Flow ($M) – 20% Weight | $967 | $1,267 | $1,567 | $1,043 |

  34. 2023 Company Financial Performance Measures*

    * Revenue growth used in setting and determining compensation is not calculated in accordance with GAAP, as further described in Appendix A. Earnings per share used in setting and determining compensation is not calculated in accordance with GAAP and reflects adjustments for items such as intellectual property agreement and litigation expenses, amortization of intangible assets, fair value adjustments to contingent consideration liabilities arising from acquisitions, and any significant acquisitions or program discontinuations that occurred during the plan year. Free Cash Flow is also a non-GAAP financial measure that is defined as cash flows from operating activities less capital expenditures and, on a non-GAAP basis, Free Cash Flow was determined excluding the impact of two non-recurring items: (i) an acquisition that occurred after the plan was established and (ii) a mid-year change in investment strategy to build up inventory. Based on actual performance against the financial goals, our overall financial measure achievement multiplier for 2023 was 73%. The financial measure achievement is then multiplied by the KOD level of achievement. After evaluating actual achievement of approximately 90 different metrics and milestones underlying these KODs, our Board determined in its judgment that the overall KOD achievement multiplier for 2023 was 128%. Based on the formula above, combining financial performance of 73% with KOD performance of 128%, our Compensation and Governance Committee arrived at an actual calculated Incentive Plan funding of 93%. Annual Cash Incentive Plan Funding—Individual Performance Individual performance objectives for our CEO are approved by our Compensation and Governance Committee, and the individual performance objectives for our other NEOs are established collaboratively by our CEO and each such executive. Our Compensation and Governance Committee believes each executive has an appropriate number of meaningful individual performance objectives. The individual performance objectives are chosen to create goals, the attainment of which is designed to implement our strategic and operating plans, with a focus on the achievement of the financial measures and operational goals within each executive’s individual area of responsibility. These objectives are considered in the aggregate to determine an overall performance assessment for each NEO for the purposes of determining compensation. Although some of the individual performance objectives are expressed in qualitative terms that require subjective evaluation, objectives also include several quantitative measures. However, the assessment of the overall performance for each NEO involves a subjective process. Our CEO reviews the performance of each NEO (other than our CEO) with our Compensation and Governance Committee and recommends a performance assessment for each executive. Our Compensation and Governance Committee assesses our CEO’s performance. Our Compensation and Governance Committee then exercises subjective judgment, reviewing the individual performance objectives, the overall performance of the individual executive against all of his or her individual objectives, taken together, and the executive’s performance relative to the environment and to other executives. There is no formal weighting of the individual performance objectives. Individual performance may impact an executive’s cash incentive payment, subject to an overall cap on incentive payments of 200% of the Incentive Pay Objective. The individual performance objectives for our CEO and our other NEOs and the factors considered by our Compensation and Governance Committee for 2023 are described below.

  35. 2023 Company Financial Performance Measures*

    | NEO | | 2023 Performance Objectives and Factors Considered by our Compensation and Governance Committee | | Messrs. Mussallem and Zovighian | •Enhance and deploy strategy; drive our strategic imperatives through KOD achievement; achieve Company financial goals; increase shareholder value; attract, develop, and retain a diverse, talented team; promote a strong culture consistent with our Credo and Aspiration; support proactive Board governance; implement a smooth leadership transition. | | | | •Our Compensation and Governance Committee found that Mr. Zovighian in partnership with Mr. Mussallem engaged in a successful executive leadership transition with strong execution of key priorities. Our Company delivered on short-term goals and investments in our technology pipeline and infrastructure-related strategic initiatives intended to drive long-term growth and success. Demonstrating leadership, both Mr. Mussallem and Mr. Zovighian executed on our patient-focused strategy and refreshed our longer-term vision resulting in portfolio decisions to focus on structural heart innovation. In addition, we delivered on corporate impact goals, including those related to engagement in our patient initiatives as well as our commitment to our diversity, inclusion and belonging initiatives. Mr. Mussallem through May 2023 and then Mr. Zovighian for the remainder of 2023 promoted a strong patient-focused culture with the Board as well as with our employees. During the second half of 2023, Mr. Zovighian refreshed our longer-term vision resulting in portfolio decisions to focus on structural heart innovation. | | | Mr. Ullem | •Execute strategic plan and deliver Annual Operating Plan and Key Operating Drivers; Reinforce Edwards' valuation; Report timely and accurate financial information; Attract, develop and inspire talented employees; Elevate Information Technology as a key business contributor, including implementation of programs tied to improved processes and data governance; Execute Corporate Services initiatives, including expanding supplier diversity program | | | | •Our Compensation and Governance Committee noted that Mr. Ullem demonstrated strong overall performance in the role of Chief Financial Officer. Specifically, he supported a smooth CEO transition, advanced efforts to strengthen relationships with stockholders, led effective financial planning, implemented new efficiency programs tied to information technology, advanced talent development initiatives and maintained a rigorous internal controls environment. | | | Mr. Bobo | •Develop and implement Edwards’ corporate strategy, drive strategic imperatives through KOD achievement, establish and execute business development goals that advance our strategy and strengthen our portfolio; provide leadership to our Strategy, Corporate Development and U.S. Healthcare solution teams; advance our emerging heart failure strategy; attract and retain a diverse, talented team; and promote a strong culture consistent with our Credo and Aspirations. | | | | •The Compensation and Governance Committee noted Mr. Bobo’s leadership to strengthen and execute our innovation-driven strategy including advancing our companies’ portfolio across the core businesses and, building a portfolio of options that advance our heart failure initiative, representing Edwards with key external partners and industry trade organizations. Mr. Bobo executed key business development transactions that strengthened our pipelines, advanced key initiatives and complemented our internal R&D investments, and provided leadership for our new strategic initiatives including investment analysis, strategic fit analysis, and alliance management. | |

  36. 2023 Company Financial Performance Measures*

    | Ms. Szyman | •Develop, evolve, and execute the strategy for the Critical Care and Vascular businesses to strengthen the core and expand through Smart Recovery technologies; consistently deliver sales growth and achieve the financial goals for the Critical Care and Vascular businesses; drive innovation and 2023 product development KODs; attract, develop and retain talented employees; and promote a culture of patient focus, innovation, operational excellence and quality compliance. | | | •The Compensation Committee noted that Ms. Szyman delivered impressive near-term results while continuing to focus on ensuring investment to execute the longer-term Critical Care strategy including the FDA granting clearance for our next generation monitoring platform, HemoSphere Alta, as well as six new advanced algorithms utilizing artificial intelligence. The team also completed the pediatric study enabling our advanced monitoring solutions to be used on children ages 12-18. In addition, Ms. Szyman was integral to the development and announcement of our strategic decision to spinout our Critical Care and Vascular business. Finally, Ms. Szyman co-sponsored an employee resource group, the Edwards Network of Women, and focused on global talent development, strengthening our patient-focused culture. | | Mr. Wood | •Develop, evolve and execute the strategy for the Transcatheter Aortic Valve Replacement business to lead therapy growth and fortify our leadership position; consistently deliver sales growth and achieve the financial goals for the Transcatheter Aortic Valve Replacement business; drive innovation and improve patient treatment through 2023 product development and indication expansion KODs; attract and retain a diverse, talented team; and promote a strong culture consistent with our Credo and Aspirations. Additionally, Wood has responsibility for our Surgical Structural Heart business and oversees the strategy and overall execution of their plans. | | | •Our Compensation and Governance Committee noted that under Mr. Wood’s leadership, our Company delivered solid revenue growth in 2023 despite the challenging environment that included hospital staffing challenges and healthcare system recovery. Edwards continued our strong patient focus with on-site case support globally and was present in the great majority of the cases. His team drove adoption of the SAPIEN 3 Ultra RESILIA platform in the US which strengthened our leadership position. Mr. Wood continued to advance two ground-breaking indication expansion trials, Early TAVR studying severe AS patients without symptoms, and the PROGRESS Trial studying moderate AS patients. After more than 20 years of rigorous clinical experience and over 1 million patients treated, TAVR with SAPIEN is now a highly effective standard of care for patients suffering from aortic stenosis. Surgical Structural Heart delivered very strong revenue results as they continued to innovate for surgical patients and achieved a number of important product development milestones. |

  37. 2023 Company Financial Performance Measures*

    Annual Cash Incentive Plan Funding—Amounts Earned Each NEO’s actual Incentive Plan amount earned for 2023 was determined by multiplying the NEO’s target Incentive Plan Objective by the financial achievement at 73% of target, the KOD achievement at 128% of target, and the individual performance percentage modifier for the executive (subject to the overall maximum Incentive Plan payment of 200% of the NEO’s Incentive Plan Objective). For Mr. Mussallem, the 2023 Incentive Plan payout reflects a pro-rata payout for his time in the Chief Executive Officer role and was subject to the same performance assessment criteria. Each NEO’s actual Incentive Plan amount earned for 2023 is included in the “Summary Compensation Table” below. Committee Review Process. Our Compensation and Governance Committee generally meets each January and February to review and approve annual incentive payments for the prior year and to set incentive performance targets for the current year. In February 2024, our Compensation and Governance Committee determined incentive payments to the NEOs that ranged from 88.4% to 102.3% of the Incentive Pay Objectives for our NEOs. The payout for our CEO was 100.4% of target and the average payout for our other NEOs was 96% of target which supports our Compensation and Governance Committee’s recognition of our Company’s long-term achievements in 2023 but also an appreciation of it having been a challenging year for our Company. The amount approved for each NEO for 2023 is reported in the accompanying “Summary Compensation Table.” The incentive payments were paid in March 2024. Long-Term Incentive Awards. The mix of long-term incentive awards granted to our NEOs in 2023 included stock options, PBRSUs and RSUs. Stock options represent the largest portion of our equity grant values as our Compensation and Governance Committee views them as most closely tied to our corporate strategy of creating long-term stockholder value. The Committee also views stock options as performance-based equity compensation because the value of our common stock must increase after the date of grant of the options in order for the options to have any value. Having a seven-year time horizon, stock options also promote the retention of our executives and are consistent with our focus on top-line growth, innovation and our longer-term investment horizon and product pipeline. PBRSU awards vest based on achievement of relative TSR performance, which our Compensation and Governance Committee believes is a straightforward and objective metric for our stockholders to evaluate our performance against the performance of other companies and to align with stockholder interests. The RSU awards have value regardless of stock price performance, so they help promote the stability and retention of a strong executive team over the longer term (vesting schedules generally require continuous service over multiple years, as described below) while also being directly aligned with stockholder value outcomes. The 2023 long-term incentive awards granted to each of our NEOs were weighted 55% stock options, 25% PBRSUs, and 20% time-based RSUs. We believe rewarding a combination of absolute TSR (through stock options) and relative TSR (through PBRSUs), and providing stock-denominated time-based vesting RSUs, results in a balance between these incentives that appropriately aligns our executives’ pay with stockholder value while promoting the stability and retention of the executive team. Given the different risk and reward characteristics of these three types of awards and our executive compensation philosophy, our Compensation and Governance Committee believes that the equity awards granted to executives should include a greater proportion of stock options and PBRSUs relative to RSUs. Since Mr. Mussallem was retiring in 2023, the equity awards he received in 2023 were awarded under our nonemployee director compensation program (see “Director Compensation” above) and he did not receive long-term incentive awards under our executive compensation program in 2023. Accordingly, the following discussion of 2023 NEO long-term incentive awards applies to the 2023 awards for our NEOs other than Mr. Mussallem. Stock Options. Stock options granted in 2023 to Messrs. Ullem and Zovighian and Ms. Szyman have a seven-year term and vest annually over four years as they were not retirement-eligible at the time of grant. Stock options granted in 2023 to Messrs. Bobo and Wood have a seven-year term and vest monthly over 36 months, consistent with the vesting standards established by our Company for its stock option grants to employees who are retirement-eligible which refers to those employees who are 55 years or older with 10 years of service. Stock options granted during 2023 have an exercise price equal to the closing price on the day of the regular Board meeting held on the next day following Compensation and Governance Committee approval as that was the effective date of grant for these options. PBRSUs. PBRSUs awarded in 2023 are based on relative TSR performance as measured for the three-year performance period beginning April 30, 2023 and ending April 30, 2026. The percentage of the target PBRSU awards that will vest at the end of the three-year performance period depends on the percentage by which our annualized TSR exceeds or falls short of the median annualized TSR (calculated assuming dividend reinvestment) of the SPSIHE Subset (as defined below). The chart below illustrates the maximum, target and threshold performance levels and the PBRSU payout at each level (with the payout level determined on a pro-rata basis for actual performance between the levels shows in the chart).

  38. 2023 Company Financial Performance Measures*

    | 2023 PBRSU Performance Levels | Annualized TSR vs Median of SPSIHE Subset | Payout as a Percentage of Target Award | | Maximum | +7.5% or more points from median | 175% | | Target | Median | 100% | | Threshold | -7.5% points from median | 25% | | No Payout | More than -7.5% points from median | 0% |

  39. 2023 Company Financial Performance Measures*

    The maximum and threshold performance levels applicable to the awards were set at levels that our Compensation and Governance Committee believed were consistent with the historical 75th and 25th percentile levels, respectively, for the TSRs of the SPSIHE Subset. The “SPSIHE Subset” is a subset of 21 companies in the S&P Healthcare Equipment Select Industry Index that are also in the S&P 500 Index or S&P 400 Midcap Index. We believe this group is a strong comparator for performance purposes as it includes companies comparable in size to our Company with similar business models. RSUs. RSUs awarded in 2023 to our NEOs vest 25% annually over four years on each anniversary of the award date, subject to continued employment of the award recipient through the applicable vesting date. At our Compensation and Governance Committee meeting immediately preceding the stockholder meeting in May of each year, our Compensation and Governance Committee generally determines the size of the long-term incentive award for each NEO. In keeping with our commitment to provide a total compensation package that emphasizes at-risk components of pay, long-term incentives for 2023 comprised, on average, 71% of the value of our NEO’s target total direct compensation package. For 2023, our CEO evaluated each NEO’s performance (other than his own), as discussed previously (see “Compensation Process” above), and made specific recommendations as to their equity award levels for our Compensation and Governance Committee’s consideration. Our Compensation and Governance Committee approved awards for our NEOs (other than our CEO), taking into account these recommendations and our Compensation and Governance Committee’s assessment of the factors noted above for each executive. Our Compensation and Governance Committee, with input from the full Board, evaluated our CEO’s performance using the same criteria as discussed above in “Compensation Process” to establish the appropriate award for our CEO. Equity awards are granted under the Company’s Long-Term Stock Incentive Compensation Program (the “Long-Term Stock Program”), which has been previously approved by stockholders. Value of Equity Awarded in 2023. Stock options are valued as of the grant date using the Black-Scholes valuation model. The Black-Scholes valuation used by our Compensation and Governance Committee in granting the equity awards, is the same valuation used by our Company in measuring and recognizing compensation expense. RSUs and PBRSUs are valued at the fair market value of the underlying shares on the grant date, with the value of PBRSUs based on the “target” level of performance. Under applicable accounting rules, however, the grant-date fair value of the PBRSUs awarded to our NEOs is calculated for purposes of our financial reporting using a Monte Carlo simulation pricing model. The PBRSUs are included as compensation for our NEOs in the “Summary Compensation Table” based on this valuation methodology. For information on the assumptions used in this fair value computation, refer to Note 15 of the “Notes to Consolidated Financial Statements” in our 2023 Annual Report. Our Compensation and Governance Committee does not apply the Monte Carlo simulation when it determines the number of PBRSUs to be awarded to an executive (instead basing the value of a PBRSU on the fair market value of the underlying “target” number of shares on the grant date) to simplify the award process and provide more consistent award sizing (based on the number of shares subject to the awards) from year to year. The following chart shows the values of the PBRSU awards approved by our Compensation and Governance Committee in 2023 that were used to determine the number of shares subject to the awards (based on the $88.78 closing price per share of our common stock on May 11, 2023, the grant date for the PBRSUs, and calculated at the “target” level of performance and without taking the Monte Carlo simulation pricing model into account), as well as the accounting grant-date fair value of the PBRSUs we are required to use under applicable SEC rules to report in the “Summary Compensation Table” (calculated as noted in the footnotes to the “Summary Compensation Table,” and including the impact of the Monte Carlo simulation pricing model).

  40. 2023 Company Financial Performance Measures*

    | | 2023 PBRSU Awards | | | | Name | | Value Based on Grant Date Fair Market Value | Value Required to be Included in Summary Compensation Table | | Mr. Zovighian | $ | 2,499,157 | 3,099,315 | | Mr. Ullem | | 1,049,824 | 1,301,933 | | Mr. Bobo | | 712,460 | 883,553 | | Ms. Szyman | | 725,777 | 900,068 | | Mr. Wood | | 863,386 | 1,070,723 | | Mr. Mussallem | | — | — |

  41. 2023 Company Financial Performance Measures*

    In addition, in February 2023, Mr. Wood received 3,235 RSUs in connection with his expanded role and appointment as Corporate Vice President and Group President, Transcatheter Aortic Valve Replacement and Surgical Structural Heart, and Mr. Ullem received 1,941 RSUs in connection with his additional work in support of the CEO transition. The equity awards granted to our NEOs in 2023, and the grant-date fair value of these awards, is set forth in the “Grants of Plan-Based Awards in Fiscal Year 2023” table below. Determination as to 2020 PBRSU Awards. In May 2020, our Compensation and Governance Committee granted awards of PBRSUs to certain of our executives. For these awards to vest, Edwards’ TSR for the three-year performance period ending April 30, 2023 had 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, 2023. Edwards’ TSR for that performance period, and the TSR levels that would have resulted in payout at the threshold, target, and maximum levels, are as follows:

  42. 2023 Company Financial Performance Measures*

    | 2020 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 | 16.31% | 175% | | Target | Median | 8.81% | 100% | | Threshold | -7.5% points from Median | 1.31% | 25% | | Edwards | -2.15% points from Median | 6.66% | 78.48% |

  43. 2023 Company Financial Performance Measures*

    Our Compensation and Governance Committee determined that as of April 30, 2023 our relative TSR was at -2.15% points below the median and, accordingly, 78.48% of the target award for each executive vested. Amounts realized by our NEOs attributable to these awards can be found in the “Option Exercises and Stock Vested in Fiscal Year 2023” table below. Stock Ownership Guidelines and Holding Requirement. Under our guidelines, executives are expected to own shares of Edwards’ stock as follows:

  44. 2023 Company Financial Performance Measures*

    | CEO | Other NEOs | | 6 times base salary | 3 times base salary | | All of our NEOs satisfy the applicable guideline level of ownership or are in compliance with the holding requirements as of the date of the filing of this proxy statement. | |

  45. 2023 Company Financial Performance Measures*

    Stock ownership guidelines were established to create additional owner commitment and to emphasize stockholder value creation. Expected ownership levels are adjusted as the executives’ annual base salaries change. Executives who have not met the guidelines must hold 50% of the net shares of our common stock acquired in connection with the exercise of stock options and the vesting of restricted stock, RSU awards, and PBRSU awards (after satisfaction of applicable taxes and, in the case of options, payment of the exercise price) until the guidelines are met. In the event an executive achieved the guideline but was unable to maintain the ownership level due to a decline in the price of our common stock, the 50% holding requirement is reinstated. Prohibition on Pledging and Hedging. Our Insider Trading Policy prohibits all members of our Board, all officers subject to Section 16 reporting, and all members of our executive leadership team from pledging or hedging our Company’s securities. Pledging includes holding our Company’s securities in a margin account or otherwise pledging our Company’s securities as collateral for a loan. Hedging includes entering into short sales, exchange-traded put and call options, sales against the box, swaps, forwards, futures, collars, exchange funds, or other derivative or financial instruments that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities. To our knowledge, none of our NEOs have engaged in pledging or hedging with respect to our common stock. Market Timing of Equity Awards. We do not have any program, plan or practice to time equity grants in coordination with the release of material information. Annual equity awards for our NEOs are generally approved at our Compensation and Governance Committee meeting in May of each year and awarded on the date of our Board meeting immediately following that Committee meeting. Any other equity awards to our NEOs, including grants to new hires, are generally made on the date of the next regularly scheduled Board meeting. Benefits and Perquisites. Our NEOs are eligible to participate in employee benefit programs generally offered to our employees employed in the same jurisdiction as our NEO including, for all NEOs employed in the United States, the Edwards Lifesciences Corporation 401(k) Savings and Investment Plan (“401(k)”), which provides for a Company matching contribution. Our Company matches employee 401(k) contributions dollar for dollar up to the first 4% of a participant’s eligible cash compensation, and 50% of the next 2% of eligible cash compensation. In addition, we provide certain other perquisites to our NEOs described below that are not generally available to our employees. Our 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, our Compensation and Governance Committee may make adjustments from time to time in the benefits and perquisites provided as it determines to be appropriate. We believe that providing perquisites enhances the competitiveness of the executive’s compensation in a relatively inexpensive way. These perquisites are described below and reported in the “Summary Compensation Table.” Executive Physical Examination. In 2023 we paid up to $5,748 for each annual physical examination received by a NEO. This benefit encourages the proactive management of the executive’s health, helping best position the executive team to be able to address the ongoing and day-to-day issues we face. Healthcare Costs. In connection with Mr. Mussallem’s retirement, our Compensation and Governance Committee approved a payment to Mr. Mussallem for health and welfare benefits for a period of 24 months following his retirement in the amount of $51,692. Deferred Compensation. We have adopted a deferred compensation plan for our NEOs and certain other management employees to enable them to save for retirement by deferring their income and the associated tax to a future date or termination of employment. Under the Executive Deferred Compensation Plan (the “EDCP”), return on compensation deferred by participants is based on investment alternatives selected by the participant. We believe that the EDCP is comparable to similar plans offered by companies in the Comparator Group. The amounts deferred and accrued under the EDCP for our NEOs are reported below in the “Summary Compensation Table” and the “Nonqualified Deferred Compensation Plans” table. Employment and Post-Termination Agreements. We have entered into form employment agreements and change-in-control severance agreements with our CEO and our other NEOs. The form employment agreement (other than the agreement that was in place with Mr. Mussallem while he served as CEO) is an at-will arrangement and does not provide for any benefits or payment in the event of an involuntary termination by us, for any cause or without cause. However, Mr. Zovighian and our other NEOs are entitled to severance benefits under their change-in-control severance agreements in the event their employment terminates in certain circumstances in connection with a change in control of Edwards. In addition, we have entered into a spinoff change-in-control agreement with Ms. Szyman in connection with the spinoff of our critical care product group. The material terms of the severance arrangements are described in the “Potential Payments upon Termination or Change in Control” section below. In addition, Messrs. Zovighian, Ullem, Bobo, and Wood and Ms. Szyman are eligible to participate in a general severance plan for eligible U.S. employees, in each case upon a qualifying termination of employment. Mr. Mussallem's employment agreement and change-in-control severance agreement terminated on May 11, 2023, upon his retirement from the Company. Tax Implications – Policy Regarding Section 162(m). Federal income tax law generally prohibits a publicly-held company from deducting compensation paid to a current or former NEO that exceeds $1 million during the tax year. Certain awards granted by our Company before November 2, 2017 that were based upon attaining pre-established performance measures set by our Compensation and Governance Committee, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1 million deductibility limit. There can be no assurance that any compensation our Compensation and Governance Committee intended to be deductible will in fact be deductible. Although the potential deductibility of compensation is one of the factors our Compensation and Governance Committee notes when designing our Company’s executive compensation program, our Compensation and Governance Committee has the flexibility to take any compensation-related actions it determines are in the best interests of our Company and our stockholders, including awarding compensation that will not be deductible for tax purposes. Our Compensation and Governance Committee recognizes the importance of preserving our ability to design compensation programs to attract and retain skilled and qualified individuals in a highly competitive market. Our Compensation and Governance Committee will continue to design salary, annual incentive bonuses and long-term incentive compensation in a manner that our Compensation and Governance Committee believes prudent or necessary to hire and retain our NEOs, and may approve non-deductible compensation arrangements for our executive officers from time to time when it believes that these other considerations outweigh the benefit of the tax deductibility of the compensation.

  46. Summary Compensation Table – Fiscal 2021-2023

    Summary Compensation Table – Fiscal 2021-2023 The “Summary Compensation Table” quantifies the value of the different forms of compensation earned by or awarded to our NEOs for the years listed. The Summary Compensation Table includes Mr. Mussallem's compensation for 2023 for both his role as CEO through May 11, 2023 and for his service on the Board following his retirement from the Company. Mr. Mussallem did not receive additional compensation for his service as a director while he served as our CEO.

  47. Summary Compensation Table – Fiscal 2021-2023

    | Name and Principal Position | Year | Salary $(2) | Bonus $(3) | Stock Awards $(4) | Option Awards $(4) | Non-Equity Incentive Plan Compensation $(5) | All Other Compensation $(6) | Total $ | | Mr. Zovighian | 2023 | 972,814 | — | 5,099,085 | 5,500,679 | 1,234,207 | 62,235 | 12,869,020 | | Chief Executive Officer and Director | 2022 | 641,922 | — | 1,092,210 | 1,209,870 | 344,862 | 49,563 | 3,338,427 | | Mr. Ullem | 2023 | 743,421 | — | 2,290,904 | 2,308,575 | 546,003 | 60,250 | 5,949,153 | | Corporate Vice President, Chief Financial Officer | 2022 | 704,816 | — | 1,314,025 | 1,457,589 | 319,643 | 65,326 | 3,861,399 | | | 2021 | 664,688 | — | 1,244,451 | 1,306,053 | 573,036 | 81,175 | 3,869,403 | | Mr. Bobo | 2023 | 721,939 | — | 1,453,964 | 1,566,163 | 504,060 | 45,673 | 4,291,799 | | Corporate Vice President, Strategy & Corporate Development | 2022 | 692,745 | 4,000 | 992,873 | 1,101,414 | 351,624 | 47,243 | 3,189,899 | | | 2021 | 658,091 | — | 976,040 | 1,026,875 | 540,176 | 64,329 | 3,265,511 | | Ms. Szyman | 2023 | 672,728 | 1,000 | 1,479,357 | 1,596,052 | 552,420 | 38,474 | 4,340,031 | | Corporate Vice President, Critical Care | | | | | | | | | | Mr. Wood | 2023 | 763,227 | — | 2,010,988 | 1,898,467 | 662,625 | 59,727 | 5,395,034 | | Corporate Vice President | 2022 | 695,336 | 2,000 | 1,165,265 | 1,293,106 | 337,238 | 65,876 | 3,558,821 | | | 2021 | 658,063 | 2,000 | 1,114,085 | 1,170,952 | 567,418 | 77,726 | 3,590,244 | | Mr. Mussallem | 2023 | 604,321 | — | 399,972 | — | 602,640 | 198,804 | 1,805,737 | | Former Chief Executive Officer and Chairman of the Board (1) | 2022 | 1,213,038 | — | 5,583,038 | 6,186,115 | 869,400 | 140,554 | 13,992,145 | | | 2021 | 1,153,040 | — | 5,230,175 | 5,501,118 | 1,581,770 | 147,202 | 13,613,305 |

  48. Summary Compensation Table – Fiscal 2021-2023

    (1) Mr. Mussallem served as our Chief Executive Officer up to his retirement from the Company on May 11, 2023. He continued to serve as Chairman of the Board following his retirement up through the 2024 Annual Meeting. He will not stand for re-election at the 2024 Annual Meeting. (2) The amounts shown for 2023 include amounts that were deferred into the EDCP as follows: Mr. Mussallem – $70,343; Mr. Zovighian – $153,469; Mr. Ullem – $43,142; Mr. Bobo – $355,474; Ms. Szyman – $390,199; and Mr. Wood – $45,363. The EDCP is more fully described in the section following the “Nonqualified Deferred Compensation Plans” table below. (3) The amounts shown for Ms. Szyman and Messers Bobo and Wood include awards received through our Innovation Rewards Program which compensates active employee inventors for their patent contributions to our Company. (4) The amounts reported in these columns reflect the aggregate grant-date fair value of the stock awards and option awards during the applicable year. Mr. Mussallem's awards in 2023 were granted in accordance with the Nonemployee Director Stock Incentive Program. These values have been determined under the principles used to calculate the grant-date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. PBRSUs have been valued for this purpose based on a Monte Carlo simulation pricing model. For a discussion of the assumptions and methodologies used to value the awards reported in these columns, please see the discussion of stock awards and option awards contained in Note 15 of the “Notes to Consolidated Financial Statements” in our 2023 Annual Report. Under the terms of our PBRSU awards at grant, between 0% and 175% of the target number of shares subject to the awards can vest based on performance and the other vesting conditions applicable to the awards. For the PBRSUs awarded to our NEOs in 2023, 2022 and 2021, the table below sets forth (i) the grant-date fair value of the awards determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, with these values determined based on a Monte Carlo simulation pricing model (included in the “Probable Outcome” column below), and (ii) the grant-date fair value of these awards assuming that the maximum level of performance was achieved.

  49. Summary Compensation Table – Fiscal 2021-2023

    | Name | Year | Probable Outcome of Performance Conditions Grant-Date Fair Value ($) | | Maximum Outcome of Performance Conditions Grant-Date Fair Value ($) | | | Mr. Zovighian | 2023 | | 3,099,315 | | 5,423,801 | | | 2022 | | 652,600 | | 1,142,050 | | Mr. Ullem | 2023 | | 1,301,933 | | 2,278,382 | | | 2022 | | 784,375 | | 1,372,656 | | | 2021 | | 768,570 | | 1,344,998 | | Mr. Bobo | 2023 | | 883,553 | | 1,546,217 | | | 2022 | | 592,988 | | 1,037,728 | | | 2021 | | 602,800 | | 1,054,900 | | Ms. Szyman | 2023 | | 900,068 | | 1,575,118 | | Mr. Wood | 2023 | | 1,070,723 | | 1,873,764 | | | 2022 | | 696,525 | | 1,218,919 | | | 2021 | | 687,192 | | 1,202,586 | | Mr. Mussallem | 2023 | | — | | — | | | 2022 | | 3,332,025 | | 5,831,044 | | | 2021 | | 3,231,008 | | 5,654,264 |

  50. Summary Compensation Table – Fiscal 2021-2023

    (5) Amounts shown in this column for 2023 were earned under the Incentive Plan based on achievement of performance criteria for 2023, as described in the “Compensation Discussion and Analysis” above. (6) The “All Other Compensation” column includes the following amounts paid to our NEOs for the year ended December 31, 2023. The amounts disclosed are the actual costs to us of providing these benefits.

  51. Summary Compensation Table – Fiscal 2021-2023

    | Type of Compensation | Mr. Zovighian | Mr. Ullem | Mr. Bobo | Ms. Szyman | Mr. Wood | Mr. Mussallem | | 401(k) Company Match | $16,500 | $16,500 | $16,500 | $16,500 | $16,500 | $16,500 | | EDCP Company Contribution | 38,670 | 35,951 | 25,767 | 12,161 | 37,802 | 49,816 | | Officer Perquisites (Mobile Allowance, Gifts, Annual Physical Examination Expenses and Life Insurance Premiums) | 7,065 | 7,799 | 3,406 | 9,813 | 5,425 | 796 | | Non-Employee Director Fees Earned or Paid in Cash | | | | | | 80,000 | | Healthcare Costs | — | — | — | — | — | 51,692 | | Totals | 62,235 | 60,250 | 45,673 | 38,474 | 59,727 | 198,804 |

  52. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table provides certain summary information concerning each grant of an equity or incentive award made to NEOs in 2023 under a compensation plan. This table includes Mr. Mussallem's compensation for 2023 for both his role as CEO up through May 11, 2023 and for his service on the Board following his retirement from the Company.

  53. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock/ Units (#) | All Other Option Awards; Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Closing Price on Grant Date ($) | Grant-Date Fair Value of Stock and Option Awards ($)(8) | | Name | Grant Date(1) | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Mr. Zovighian | __ | 05/10/023 | — | 1,470,000 (3) | 2,940,000 | — | — | — | — | — | — | — | — | | | 05/11/2023 | 05/10/023 | — | — | — | — | — | — | — | 173,700 (7) | 88.78 | 88.78 | 5,500,679 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | — | — | 22,525 (5) | — | — | — | 1,999,770 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | 28,150 | 49,262 | — | — | — | — | 3,099,315 | | Mr. Ullem | __ | 02/15/2023 | — | 570,000 (3) | 1,140,000 | — | __ | __ | __ | __ | __ | __ | __ | | | 02/16/2023 | 02/15/2023 | — | — | — | — | __ | __ | 1,941 (5) | __ | __ | __ | 150,000 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | __ | __ | __ | 72,900 (7) | 88.78 | 88.78 | 2,308,575 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | __ | __ | 9,450 (5) | __ | __ | __ | 838,971 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | 11,825 | 20,693 | __ | __ | __ | __ | 1,301,933 | | Mr. Bobo | __ | 02/15/2023 | — | 542,000 (3) | 1,084,000 | — | — | — | — | — | — | — | — | | | 05/11/2023 | 05/10/2023 | — | — | — | — | — | — | — | 54,200 (6) | 88.78 | 88.78 | 1,566,163 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | — | — | 6,425 (5) | — | — | — | 570,412 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | 8,025 | 14,043 | — | — | — | — | 883,553 | | Ms. Szyman | __ | 02/15/2023 | — | 540,000 (3) | 1,080,000 | — | __ | __ | __ | __ | __ | __ | __ | | | 05/11/2023 | 05/10/2023 | — | — | — | — | __ | __ | __ | 50,400 (7) | 88.78 | 88.78 | 1,596,052 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | __ | __ | 6,525 (5) | __ | __ | __ | 579,290 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | 8,175.00 | 14,306.00 | __ | __ | __ | __ | 900,068 | | Mr. Wood | __ | 02/15/2023 | — | 750,000 (3) | 1,500,000 | — | __ | __ | __ | __ | __ | __ | __ | | | 02/16/2023 | 02/15/2023 | — | — | — | — | __ | __ | 3,235 (5) | __ | __ | __ | 250,001 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | — | — | — | 65,700 (6) | 88.78 | 88.78 | 1,898,467 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | — | — | 7,775 (5) | — | — | — | 690,265 | | | 05/11/2023 | 05/10/2023 | — | — | — | — | 9,725 | 17,018 | — | — | — | — | 1,070,723 | | Mr. Mussallem | __ | 02/15/2023 | — | 1,800,000 (3) | 3,600,000 | — | __ | __ | __ | __ | __ | __ | __ | | | 5/12/2023 | 05/11/2023 | — | — | — | — | __ | __ | __ | 3,589(9) | 89.18 | 89.18 | 82,877 | | | 5/12/2023 | 05/11/2023 | — | — | — | — | __ | __ | 4,485(9) | __ | __ | __ | 399,972 |

  54. Grants of Plan-Based Awards in Fiscal Year 2023

    (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 2023. See the discussion in “Elements of Compensation—Annual Cash Incentive Plan” section of this Proxy Statement for additional information. (3) See the “Executive Summary—2023 Annual Incentive Plan” and “Elements of Compensation—Annual Cash Incentive Plan” sections for additional information. Mr. Mussallem retired as CEO in May 2023 and his target and maximum Annual Cash Incentive Plan amounts used in determining his actual payment were pro-rated (from the non-pro-rated amounts in the table above) for his total months of service during 2023. (4) These are PBRSUs granted under the Long-Term Stock Program. The material terms of the PBRSUs are described in the section “Equity Incentive Plan Awards—Performance-Based Restricted Stock Units” below. (5) These are RSUs granted under the Long-Term Stock Program. RSUs granted in 2023 become vested in four equal annual installments beginning on the first anniversary of the grant date and are subject to the executive’s continued employment with our Company. The material terms of the RSUs are described in the section “Equity Incentive Plan Awards—Restricted Stock Units” below. (6) These are options to acquire common stock granted under the Long-Term Stock Program. Consistent with vesting standards established by our Company for its stock option grants to executives who are retirement-eligible, these options vest and become exercisable in 36 equal monthly installments beginning one month after the award date, and are subject to the executive’s continued employment with our Company. The material terms of the options are described in the section “Equity Incentive Plan Awards—Stock Options” below. (7) These are options to acquire common stock granted under the Long-Term Stock Program. Consistent with vesting standards established by our Company for its stock option grants to executives who are not retirement-eligible, this option vests and becomes exercisable in four equal annual installments beginning on the first anniversary of the grant date. The material terms of the options are described in the section “Equity Incentive Plan Awards—Stock Options” below. (8) The amounts reported in this column reflect the grant-date fair value of the stock award or option award determined under the principles used to calculate the grant-date fair value of equity awards for purposes of our financial statements. For the assumptions and methodologies used to value the awards, see footnote 3 to the “Summary Compensation Table” above. (9) Mr. Mussallem's awards for 2023 were granted for his service on the Board following his retirement from the Company. The 2023 “Stock Award” amount included for Mr. Mussallem reflects his annual nonemployee director restricted stock unit award. The options granted to Mr. Mussallem in May 2023 reflect options that Mr. Mussallem elected to receive in lieu of a portion of his annual nonemployee director cash retainer. The grant date fair value of these options is not included in the 2023 “Option Awards” column of the Summary Compensation Table for Mr. Mussallem because the full amount of the cash nonemployee director fees for Mr. Mussallem (including the portion he elected to convert into stock options) is included in Mr. Mussallem’s 2023 “All Other Compensation” included in the Summary Compensation Table. The terms of Mr. Mussallem’s 2023 restricted stock unit and stock option grants are discussed in the “Non-Employee Director Stock Incentive Program” section of this Proxy Statement. Non-Equity Incentive Plan Awards. The material terms of the non-equity incentive plan awards reported in the table above are described in the “Compensation Discussion and Analysis” section under the headings “Executive Summary—2023 Annual Incentive Plan” and “Elements of Compensation—Annual Cash Incentive Plan.” Equity Incentive Plan Awards. Except for the equity incentive awards for Mr. Mussallem, each of the equity incentive awards reported in the table above was granted under, and is subject to, the terms of the Long-Term Stock Program. The following discussion of 2023 equity incentive plan awards applies to the 2023 awards granted to our NEOs other than Mr. Mussallem. Mr. Mussallem’s 2023 equity incentive awards are discussed in the “Non-Employee Director Stock Incentive Program” section of this Proxy Statement. Our Compensation and Governance Committee administers the Long-Term Stock Program and has authority to interpret the plan provisions and make all required determinations thereunder. Additional terms of the equity incentive awards reported in the table above are described in the “Compensation Discussion and Analysis” section under the heading, “Elements of Compensation—Long-Term Incentive Awards” and in the footnotes accompanying the table above. The terms of the accelerated vesting provisions for equity incentive awards are described in this section and in the section titled “Potential Payments Upon a Termination or Change in Control.” The table above reports awards of stock options granted to our NEOs in 2023. Each option represents a contractual right to receive one share of our common stock if the option becomes vested and is exercised, subject to payment of the exercise price of the option by the award holder. The material terms of our options are summarized below.

  55. Grants of Plan-Based Awards in Fiscal Year 2023

    | STOCK OPTIONS | | | Maximum Term (expiration date) | • 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 (Messrs. Zovighian and Ullem and Ms. Szyman) | • 25% annually over four years following the grant date | | Vesting Schedule—Retirement-Eligible (Messrs. Bobo and Wood) | • Monthly over 36 months following the grant date | | Effect of Change in Control | • No automatic acceleration upon a change in control of our Company • Accelerated vesting upon a change in control with either (1) a specified termination of employment (a “double-trigger”) under the NEO’s change-in-control severance agreement, or (2) termination of the awards in connection with the change in control | | Effect of Termination of Employment of Non-Retirement-Eligible NEOs (Messrs. Zovighian and Ullem and Ms. Szyman) | • Unvested options held by the NEO will immediately terminate and be forfeited • Vested options held by the NEO will remain exercisable and will terminate on the earlier of 90 days from termination date or the normal expiration date | | Effect of Termination of Employment of Retirement-Eligible NEOs (Messrs. Bobo and Wood) | • Unvested options held by the NEO will immediately terminate and be forfeited • Vested options held by the NEO will remain exercisable and will terminate on the earlier of five years from termination date or the normal expiration date | | Effect of Termination of Employment due to Death or Disability | • Unvested options held by the NEO will immediately vest | | Dividend Rights | • No dividend rights |

  56. Grants of Plan-Based Awards in Fiscal Year 2023

    The “Grant of Plan-Based Awards in Fiscal Year 2023” table above reports awards of RSUs granted to our NEOs in 2023. Each RSU represents a contractual right to receive one share of our common stock if the time-based vesting requirements applicable to the award are satisfied. The material terms of our RSUs are summarized below.

  57. Grants of Plan-Based Awards in Fiscal Year 2023

    | RESTRICTED STOCK UNITS | | | Vesting Schedule | • 25% of the total number of units subject to the award on the first, second, third and fourth anniversaries of the award date | | Effect of Change in Control | • No automatic acceleration upon a change in control of our Company; accelerated vesting upon a change in control with either (1) a specified termination of employment (a “double-trigger”) under the NEO’s change-in-control severance agreement, or (2) termination of the awards in connection with the change in control | | Effect of Termination of Employment of Non-Retirement-Eligible NEOs (Messrs. Zovighian and Ullem and Ms. Szyman) | • Unvested RSUs held by the NEO will immediately terminate and be forfeited | | Effect of Termination of Employment of Retirement- Eligible NEOs (Messrs. Bobo and Wood) | • If the grant would otherwise vest less frequently than annually, RSUs held by the NEO will vest 25% for each full year of employment from the grant date • Any remaining unvested RSUs held by the NEO will terminate and be forfeited | | Effect of Termination of Employment due to Death or Disability | • 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 |

  58. Grants of Plan-Based Awards in Fiscal Year 2023

    The “Grant of Plan-Based Awards in Fiscal Year 2023” table above reports awards of PBRSUs granted to our NEOs in 2023. Each PBRSU represents a contractual right to receive one share of our common stock if the performance-based and time-based vesting requirements applicable to the award are satisfied. The material terms of our PBRSUs are summarized below.

  59. Grants of Plan-Based Awards in Fiscal Year 2023

    | PERFORMANCE-BASED RESTRICTED STOCK UNITS | | | | | Vesting Provisions | •0% to 175% of the target number of shares subject to the award will vest based on our Company's TSR measured over a 3-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 | •No automatic acceleration upon a change in control of our Company; accelerated vesting upon a change in control with either (1) a specified termination of employment (a “double-trigger”) under the NEO’s change-in-control severance agreement (with vesting at the “target” level if such a termination of employment occurs and the change in control occurred during the performance period), or (2) termination of the awards in connection with the change in control | | | | 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 a pro-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 our Compensation and Governance Committee in May after the end of the performance period, our Compensation and Governance Committee will determine the exact number of shares issuable; payout will be interpolated on a linear basis between the points indicated in the table under “Performance Criteria” below | | | | 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 SPSIHE Subset on the grant date that are still publicly traded companies on the last day of the performance period | | | | Performance Criteria | Performance Levels | Company’s TSR vs Median of SPSIHE Subset | Payout as a Percentage of Target Award | | | Maximum | +7.5% points from Median | 175% | | | Target | Median | 100% | | | Threshold | -7.5% points from Median | 25% | | | No Payout | More than -7.5% points from Median | 0% |

  60. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides certain summary information concerning outstanding equity awards held by our NEOs as of December 31, 2023, including the vesting schedules for the portions of these awards that had not vested as of that date.

  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | 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. Zovighian | 05/17/2018 | 14,925 | — | 45.2767 | | 05/16/2025 | | — | — | | — | — | | | 05/08/2019 | 50,700 | — | 59.2567 | | 05/07/2026 | | — | — | | — | — | | | 05/07/2020 | 34,650 | 11,550 (6) | 72.6800 | | 05/06/2027 | | — | — | | — | — | | | 05/04/2021 | 18,700 | 18,700 (6) | 93.3100 | | 05/03/2028 | | — | — | | — | — | | | 05/03/2022 | 8,425 | 25,275 (6) | 105.9300 | | 05/02/2029 | | — | — | | — | — | | | 05/11/2023 | — | 173,700 (6) | 88.7800 | | 05/10/2030 | | — | — | | — | — | | | 05/07/2020 | — | — | — | | — | | 1,275 (4) | 97,219 | | — | — | | | 05/04/2021 | — | — | — | | — | | 2,138 (4) | 163,023 | | — | — | | | 05/04/2021 | — | — | — | | — | | — | — | | 5,350 (5) | 407,938 | | | 05/03/2022 | — | — | — | | — | | 3,113 (4) | 237,366 | | — | — | | | 05/03/2022 | — | — | — | | — | | — | — | | 5,200 (5) | 396,500 | | | 05/11/2023 | — | — | — | | — | | 22,525 (4) | 1,717,531 | | — | — | | | 05/11/2023 | — | — | — | | — | | — | — | | 28,150 (5) | 2,146,438 | | Total | | 127,400 | 229,225 | | | | | 29,051 | 2,215,139 | | 38,700 | 2,950,876 | | Mr. Ullem | 05/11/2017 | 29,015 | — | 36.7500 | | 05/10/2024 | | — | — | | — | — | | | 05/17/2018 | 67,500 | — | 45.2767 | | 05/16/2025 | | — | — | | — | — | | | 05/08/2019 | 59,700 | — | 59.2567 | | 05/07/2026 | | — | — | | — | — | | | 05/07/2020 | 42,075 | 14,025 (6) | 72.6800 | | 05/06/2027 | | — | — | | — | — | | | 05/04/2021 | 22,200 | 22,200 (6) | 93.3100 | | 05/03/2028 | | — | — | | — | — | | | 05/03/2022 | 10,150 | 30,450 (6) | 105.9300 | | 05/02/2029 | | — | — | | — | — | | | 05/11/2023 | — | 72,900 (6) | 88.7800 | | 05/10/2030 | | — | — | | — | — | | | 05/07/2020 | — | — | — | | — | | 1,557 (4) | 118,721 | | — | — | | | 05/04/2021 | — | — | — | | — | | 2,550 (4) | 194,438 | | — | — | | | 05/04/2021 | — | — | — | | — | | — | — | | 6,375 (5) | 486,094 | | | 05/03/2022 | — | — | — | | — | | 3,750 (4) | 285,938 | | — | — | | | 05/03/2022 | — | — | — | | — | | — | — | | 6,250 (5) | 476,563 | | | 02/16/2023 | — | — | — | | — | | 1,941 (4) | 148,001 | | — | — | | | 05/11/2023 | — | — | — | | — | | 9,450 (4) | 720,563 | | — | — | | | 05/11/2023 | — | — | — | | — | | — | — | | 11,825 (5) | 901,656 | | Total | | 230,640 | 139,575 | | | | | 19,248 | 1,467,661 | | 24,450 | 1,864,313 | | Mr. Bobo | 05/11/2017 | 48,000 | — | 36.7500 | | 05/10/2024 | | — | — | | — | — | | | 05/17/2018 | 70,500 | — | 45.2767 | | 05/16/2025 | | — | — | | — | — | | | 05/08/2019 | 56,700 | — | 59.2567 | | 05/07/2026 | | — | — | | — | — | | | 05/07/2020 | 48,900 | — | 72.6800 | | 05/06/2027 | | — | — | | — | — |

  62. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | 05/04/2021 | 33,754 | 5,446 (2) | 93.3100 | 05/03/2028 | — | — | — | — | | | 05/03/2022 | 17,891 | 16,009 (2) | 105.9300 | 05/02/2029 | — | — | — | — | | | 05/11/2023 | 10,538 | 43,662 (2) | 88.7800 | 05/10/2030 | — | — | — | — | | | 05/07/2020 | — | — | — | — | 1,221 (4) | 93,101 | — | — | | | 05/04/2021 | — | — | — | — | 2,000 (4) | 152,500 | — | — | | | 05/04/2021 | — | — | — | — | — | — | 5,000 (5) | 381,250 | | | 05/03/2022 | — | — | — | — | 2,832 (4) | 215,940 | — | — | | | 05/03/2022 | — | — | — | — | — | — | 4,725 (5) | 360,281 | | | 05/11/2023 | — | — | — | — | 6,425 (4) | 489,906 | — | — | | | 05/11/2023 | — | — | — | — | — | — | 8,025 (5) | 611,906 | | Total | | 286,283 | 65,117 | | | 12,478 | 951,447 | 17,750 | 1,353,437 | | Ms. Szyman | 05/11/2017 | 47,000 | — | 36.7500 | 05/10/2024 | — | — | — | — | | | 05/17/2018 | 60,000 | — | 45.2767 | 05/16/2025 | — | — | — | — | | | 05/08/2019 | 49,200 | — | 59.2567 | 05/07/2026 | — | — | — | — | | | 05/07/2020 | 32,850 | 10,950 (6) | 72.6800 | 05/06/2027 | — | — | — | — | | | 05/04/2021 | 17,300 | 17,300 (6) | 93.3100 | 05/03/2028 | — | — | — | — | | | 05/03/2022 | 7,650 | 22,950 (6) | 105.9300 | 05/02/2029 | — | — | — | — | | | 05/11/2023 | — | 50,400 (6) | 88.7800 | 05/10/2030 | — | — | — | — | | | 05/07/2020 | — | — | — | — | 1,200 (4) | 91,500 | — | — | | | 05/04/2021 | — | — | — | — | 1,988 (4) | 151,585 | — | — | | | 05/04/2021 | — | — | — | — | — | — | 4,950 (5) | 377,438 | | | 05/03/2022 | — | — | — | — | 2,832 (4) | 215,940 | — | — | | | 05/03/2022 | — | — | — | — | — | — | 4,725 (5) | 360,281 | | | 07/07/2022 | — | — | — | — | 1,524 (4) | 116,205 | 0 | — | | | 05/11/2023 | — | — | — | — | 6,525 (4) | 497,531 | — | — | | | 05/11/2023 | — | — | — | — | — | — | 8,175 (5) | 623,344 | | Total | | 214,000 | 101,600 | | | 14,069 | 1,072,761 | 17,850 | 1,361,063 | | Mr. Wood | 05/08/2019 | 53,700 | — | 59.2567 | 05/07/2026 | — | — | — | — | | | 05/07/2020 | 37,350 | 12,450 (6) | 72.6800 | 05/06/2027 | — | — | — | — | | | 05/04/2021 | 38,490 | 6,210 (2) | 93.3100 | 05/03/2028 | — | — | — | — | | | 05/03/2022 | 21,004 | 18,796 (2) | 105.9300 | 05/02/2029 | — | — | — | — | | | 05/11/2023 | 12,774 | 52,926 (2) | 88.7800 | 05/10/2030 | — | — | — | — | | | 05/07/2020 | — | — | — | — | 1,371 (4) | 104,539 | — | — | | | 05/04/2021 | — | — | — | — | 2,288 (4) | 174,460 | — | — | | | 05/04/2021 | — | — | — | — | — | — | 5,700 (5) | 434,625 | | | 05/03/2022 | — | — | — | — | 3,319 (4) | 253,074 | — | — | | | 05/03/2022 | — | — | — | — | — | — | 5,550 (5) | 423,188 | | | 02/16/2023 | — | — | — | — | 3,235 (4) | 246,669 | — | — | | | 05/11/2023 | — | — | — | — | 7,775 (4) | 592,844 | — | — | | | 05/11/2023 | — | — | — | — | — | — | 9,725 (5) | 741,531 | | Total | | 163,318 | 90,382 | | | 17,988 | 1,371,586 | 20,975 | 1,599,344 | | Mr. Mussallem | 05/11/2017 | 146,750 | — | 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 | 212,100 | — | 72.6800 | 05/06/2027 | — | — | — | — | | | 05/04/2021 | 139,996 | — | 93.3100 | 05/03/2028 | — | — | — | — | | | 05/03/2022 | 63,464 | — | 105.9300 | 05/02/2029 | — | — | — | — | | | 05/12/2023 | 3,589 (3) | — | 89.1800 | 05/11/2030 | | | | | | | 05/04/2021 | — | — | — | — | — | — | 17,866 (5) | 1,362,283 | | | 05/03/2022 | — | — | — | — | — | — | 8,850 (5) | 674,813 | | | 05/12/2023 | | — | — | — | 4,485 (3) | 341,981 | | | | Total | | 1,341,049 | — | | | 4,485 | 341,981 | 26,716 | 2,037,096 |

  63. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) The dollar amounts shown in this column are determined by multiplying the number of shares or units reported in the “Number of Shares or Units of Stock That Have Not Vested” column by $76.25, the closing price of our common stock on the last trading day of 2023. (2) Options to acquire common stock granted under the Long-Term Stock Program. Consistent with vesting standards established for executives who are retirement eligible, including Messrs. Mussallem and Wood (options granted since May 2015) and Mr. Bobo (options granted since May 2021) vest and become exercisable in 36 equal monthly installments beginning one month after the award date, and are subject to the executive’s continued employment. (3) Mr. Mussallem's awards for 2023 were granted for his service on the Board following his retirement from the Company. The terms of his grants are discussed under the section above "Non-Employee Director Stock Incentive Program." (4) RSUs under the Long-Term Stock Program. RSUs granted since February 2020 become vested as to 25% of the total number of units subject to the award on each anniversary of the award date, and are subject to the executive’s continued employment. (5) Target number of PBRSUs under the Long-Term Stock Program. PBRSUs vest on the third anniversary of the award date and are subject to the executive’s continued employment. The number of shares issuable upon vesting of these PBRSUs will range from 0% to 175% of the target number of shares subject to the award and depend on satisfaction of applicable performance requirements over a three-year performance period. (6) Options to acquire common stock granted under the Long-Term Stock Program. The options vest and become exercisable in four equal annual installments beginning on the first anniversary of the award date, and are subject to the executive’s continued employment.

  64. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table sets forth for each of our NEOs the number of shares of our common stock acquired under the NEO’s RSU and PBRSU awards that vested during the year ended December 31, 2023, and the value realized on each exercise of stock options by the NEO during the year ended December 31, 2023. No stock appreciation rights have been granted to our NEOs.

  65. Option Exercises and Stock Vested in Fiscal Year 2023

    | | 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. Zovighian | — | — | 11,273 | 998,717 | | Mr. Ullem | 131,485 (3) | 6,361,176 | 14,383 | 1,265,530 | | Mr. Bobo | 64,400 (4) | 2,683,309 | 10,817 | 958,384 | | Ms. Szyman | 100,600 (5) | 5,162,844 | 11,128 | 986,859 | | Mr. Wood | 64,800 (6) | 2,133,057 | 12,072 | 1,069,509 | | Mr. Mussallem | 352,325 (7) | 15,093,386 | 49,766 | 4,407,867 |

  66. Option Exercises and Stock Vested in Fiscal Year 2023

    (1) The dollar amounts shown are determined by multiplying (i) the number of shares of our common stock to which the exercise of the option related, by (ii) the difference between the per-share sale price of our common stock on the date of exercise and the exercise price of the options. (2) The dollar amounts shown are determined by multiplying (i) the number of shares or units, as applicable, that vested, by (ii) the per-share closing market price of our common stock on the day prior to vesting. (3) All 131,485 options exercised by Mr. Ullem were exercised pursuant to a pre-arranged stock trading plan established under Rule 10b5-1 of the Exchange Act (a “Rule 10b5-1 Plan”). (4) All 64,400 options exercised by Mr. Bobo were exercised pursuant to a Rule 10b5-1 Plan. (5) All 100,600 options exercised by Ms. Szyman were exercised pursuant to a Rule 10b5-1 Plan. (6) All 64,800 options exercised by Mr. Wood were exercised pursuant to a Rule 10b5-1 Plan. (7) All 352,325 options exercised by Mr. Mussallem were exercised pursuant to a Rule 10b5-1 Plan.

  67. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans The following table sets forth information relating to our nonqualified deferred compensation plan (“EDCP”) for 2023 for our NEOs.

  68. Nonqualified Deferred Compensation Plans

    | 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. Zovighian | 153,469 | 38,670 | 268,955 | — | 1,769,808 | | Mr. Ullem | 43,142 | 35,951 | 85,218 | — | 523,721 | | Mr. Bobo | 355,474 | 25,767 | 2,269,614 | (166,386) | 10,462,148 | | Ms. Szyman | 390,199 | 12,161 | 215,311 | — | 6,472,635 | | Mr. Wood | 45,363 | 37,802 | 309,010 | — | 1,842,360 | | Mr. Mussallem | 70,343 | 49,816 | 1,857,323 | (9,904,769) | — |

  69. Nonqualified Deferred Compensation Plans

    (1) Executive contributions for 2023 are included in the “Salary” column of the “Summary Compensation Table” above. (2) Company contributions for 2023 are included in the “All Other Compensation” column of the “Summary Compensation Table” above. (3) “Earnings” is defined to reflect the difference in the account balance between the beginning and end of the year, less any executive or Company contributions and any amounts withdrawn or distributed. Earnings include realized and unrealized gains and losses, capital gains and losses, and dividends paid. (4) The vested balance at the end of 2023 (and, as to Mr. Mussallem, his aggregate withdrawals/ distributions amount) reflects the following aggregate amounts that were previously reported as compensation in the appropriate columns of the “Summary Compensation Table” for years through and including 2023 to the extent the executive was an NEO for the applicable year: $1,170,769 for Mr. Zovighian, $359,410 for Mr. Ullem, $7,907,354 for Mr. Bobo, $5,500,345 for Ms. Szyman, $1,450,185 for Mr. Wood, and $7,927,288 for Mr. Mussallem. The aggregate balance also includes deferrals from the 2022 Non-Equity Incentive payout into the EDCP as follows: Mr. Zovighian deferred $137,945, Mr. Bobo deferred $70,325, and Ms. Szyman deferred $354,619. Mr. Mussallem received a distribution of his benefits in connection with his retirement. The EDCP provides our NEOs and certain other employees with the opportunity to defer specified percentages (up to 25%) of their cash compensation and receive matching employer contributions that could not be deferred or contributed to the 401(k) because of the limitations under such plan imposed by the Internal Revenue Code (the “Code”). The EDCP also permits the participants to defer up to 100% of their annual cash incentive bonus and an additional 55% of their base pay, but we do not match the employee contribution above 25%. Participants may elect deferred amounts to be paid either in the form of a lump sum or in up to 15 annual installments upon either separation from service, a specified date, or death. Deferrals are credited with gains or losses based on the performance of one or more investment alternatives selected by the participant from among investment funds chosen by our Compensation and Governance Committee or its delegate. Investment elections made for each plan year may not be revoked, changed or modified except as permitted under the EDCP, and subject to applicable law. No actual investments will be held in the participants’ accounts and participants will at all times remain general unsecured creditors of our Company with respect to their account balances.

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Included below is a summary of the material terms and conditions of the plans and agreements we maintain that provide for certain payments and benefits in connection with a termination of our NEOs' employment, other than benefits that are part of employee benefit plans that apply on the same terms to all salaried employees. Also described below are the terms of the Long-Term Stock Program with respect to outstanding equity awards that may apply in the event of a change in control of our Company. Change-in-Control Severance Agreements. We have entered into change-in-control severance agreements with each of our NEOs (including Mr. Zovighian) and certain other executives. The change-in-control severance agreements are subject to automatic one-year extensions each year unless we provide notice that the agreement will not be extended. Under the terms of the change-in-control severance agreement, each executive is entitled to receive certain severance payments if, at any time during the period commencing six months prior to and ending on the date that is 24 months following a change in control, the executive incurs a “qualifying termination” of employment. For these purposes, a “qualifying termination” means (i) the executive is involuntarily terminated by us without cause or (ii) the executive voluntarily terminates employment for good reason. For purposes of the change-in-control severance agreements, “cause” generally includes (1) certain willful and deliberate material breaches by the executive of the executive’s duties and responsibilities that are not timely remedied; (2) the executive engaging in conduct that is willfully, demonstrably and materially injurious to our Company that is not timely remedied; or (3) the executive being convicted of, or pleading guilty or nolo contendere to, a felony that adversely affects the reputation of the executive or our Company. The definition of “good reason” generally includes (1) a material change of the executive’s responsibilities or status or the assignment of the executive to duties materially inconsistent with such responsibilities or status; (2) a relocation in excess of 50 miles of the executive’s principal job location; (3) a reduction of the executive’s base salary, incentive plans or benefits; (4) our failure to require any successor company to assume the obligations under the agreement; or (5) a material breach by our Company of the material terms of the agreement. In the event of a qualifying termination, the executive would be entitled under the change-in-control severance agreement to receive a lump sum payment equal to the sum of (1) two times the executive's annual base salary as of the time of termination (or during the 12 months preceding the change in control, if higher); (2) two times the executive's Incentive Pay Objective for the year of termination (or the dollar amount of the actual bonus paid in the preceding year, if higher); (3) a pro-rated bonus for the year of termination; (4) accelerated vesting of the executive’s then-outstanding and unvested long-term incentive awards; and (5) continued participation in our medical and dental plans for three years following termination of employment. In addition, the executive would be entitled to reasonable outplacement services. If any such payments or benefits would constitute a parachute payment under Section 280G of the Code, then such payments and benefits would either (i) be reduced to the extent necessary so that none of the payments would constitute a parachute payment, or (ii) paid to the executive in full, whichever yields the greatest after-tax benefit after taking into account any excise taxes imposed under Section 4999 of the Code. The change-in-control severance agreements do not provide for tax gross-up payments. Receipt of these severance benefits is conditioned upon the executive executing and not revoking a general release of any claims in favor of our Company. The change-in-control severance agreements provide that, in the event the executive is entitled to benefits under our Severance Pay Plan (the “Severance Plan”), which is described below, and the executive also has a qualifying termination under the change-in-control severance agreement, the executive will be entitled to the benefits under the change-in-control severance agreement only, and installment payments under the Severance Plan will immediately terminate without offset or reduction for any benefits already received under the Severance Plan. In connection with the announced corporate separation of our critical care product group, we have entered into a severance agreement with Ms. Szyman. Under the terms of that agreement, Ms. Szyman will be entitled to receive certain severance benefits in the event that she incurs a "qualifying termination" (which includes termination without “cause” or by Ms. Szyman for “good reason” as those terms are defined in the agreement) during the 12 month period following the completion of a spinoff or a sale of the critical care product group, subject to Ms. Szyman executing and not revoking a release of claims. Mr. Mussallem's employment agreement and change-in-control severance agreement terminated on May 11, 2023, upon his retirement from the Company, and he was not entitled to severance benefits in connection with his retirement. Severance Pay Plan. We maintain the Severance Plan, under which our NEOs and certain other U.S. employees are eligible to receive severance benefits in connection with a termination of the individual’s employment due to elimination of his or her position or a reduction in the size of our workforce. If an NEO becomes entitled to benefits under the Severance Plan, the NEO’s benefits will consist of cash severance equal to one and one-half times the executive’s “monthly compensation” (as defined in the Severance Plan), plus 4% of the executive’s monthly compensation multiplied by the number of whole months of service completed as of the date of termination. In no event will this cash severance exceed two times the executive’s annual compensation received in the preceding 12 months. Receipt of these severance benefits is conditioned upon the executive executing and not revoking a general release of any claims in favor of our Company. See “Change-in-Control Severance Agreements” section above for a description of the treatment of Severance Plan benefits if an NEO is also entitled to severance benefits under the change-in-control severance agreement. Acceleration of Equity Awards. None of our outstanding unvested equity awards will vest automatically upon a change in control (i.e., we have no “single trigger” vesting arrangements). Pursuant to the terms of the Long-Term Stock Program, all unvested equity awards held by our NEOs will vest in full if there is both a change in control and a specified termination of employment (a “double-trigger”), or if the awards are terminated in the change-in-control transaction.

  71. Potential Payments Upon Termination or Change in Control

    Estimated Payments. The following tables set forth the estimated payments and benefits that would have been payable to our NEOs under the terms of their agreements as described above had their employment been terminated on December 31, 2023 under the termination circumstances indicated below (other than as to Mr. Mussallem, as he retired during 2023 and was not entitled to severance in connection with his retirement). Mr. Mussallem's 2023 nonemployee director restricted stock units would have accelerated and become vested had he died or become disabled, or had a change in control of Edwards occurred on December 31, 2023 and the value of such unvested restricted stock units as of December 31, 2023, based on the closing price of our common stock on the last trading day in fiscal year 2023 was $341,981. Unless otherwise noted, all cash payments would be made in a lump sum and would be paid by us or our successor. The amounts set forth in these tables represent estimates and are subject to substantial variation based on the timing of the applicable triggering event. We caution the reader to consider these limitations in reviewing the following tables. For purposes of estimating the amount of payments and benefits payable as a result of a termination of the executive’s employment following a change in control, we have made the following assumptions where applicable: • the change in control occurred on December 31, 2023; • the NEOs were terminated on the date of the change in control; • the stock price was $76.25 per share, which was the closing price of our common stock on December 29, 2023, the last trading day in fiscal year 2023; and • the NEOs received continued participation in our medical and dental plans for three years following termination of employment. We have also assumed that outstanding and unvested stock options, RSUs and PBRSUs held by the executive accelerated and became vested (to the extent required in the circumstances) on the applicable event. If the awards were accelerated in connection with a change in control pursuant to which the awards were to be terminated, the value of the acceleration would be the same as the applicable value indicated below for “Qualifying Termination in Connection with a Change in Control” assuming that the change in control occurred on December 31, 2023. In these circumstances, there would be no additional value for the accelerated vesting of the awards in connection with a termination of employment if the awards had previously accelerated because of the change in control.

  72. Executive Benefits and Payments upon Termination: Qualifying Termination in

    Executive Benefits and Payments upon Termination: Qualifying Termination in

  73. CEO Pay Ratio

    CEO Pay Ratio Pursuant to the Securities Exchange Act of 1934, as amended, we are required to disclose in this Proxy Statement the ratio of the total annual compensation of our CEO to the median of the total annual compensation of all of our employees (excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our CEO’s total compensation for 2023 was $13,333,852, and the median of the total 2023 compensation of all of our employees (excluding our CEO) was $50,368. We estimate the ratio of our CEO’s total compensation for 2023 to the median of the total 2023 compensation of all of our employees (excluding our CEO) to be 265 to 1. We identified the median employee by taking into account the total cash compensation paid for 2023 for all individuals, excluding our CEO, who were employed by us or one of our affiliates on October 31, 2023, the last day of the first month of our fourth fiscal quarter. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to their total cash compensation for 2023, and we annualized the compensation for any employees who were not employed by us for all of 2023. We believe total cash compensation for all employees is an appropriate measure because we do not distribute annual equity awards to all employees. Once the median employee was identified as described above, that employee’s total annual compensation for 2023 was determined using the same rules that apply to reporting the compensation of our NEOs (including our CEO) in the “Total” column of the Summary Compensation Table. The total compensation amount for the median employee included in the first paragraph of this pay-ratio disclosure was determined based on that methodology. Because Messrs. Mussallem and Zovighian both served as our CEO in 2023, the CEO’s total compensation for 2023 included in the first paragraph above was calculated (in accordance with applicable SEC rules) by annualizing Mr. Zovighian’s compensation for 2023. We annualized Mr. Zovighian’s compensation for 2023 by adding his “Total” 2023 compensation from the Summary Compensation Table ($12,869,020) and $464,832 to reflect the annualizing of his base salary and non-equity incentive payment for 2023 to reflect the levels that would have been in effect had he served as CEO for the entire year (we did not annualize Mr. Zovighian’s equity award compensation for 2023 because his equity grant level reflected his taking the position of CEO and would not have been greater had he served as CEO for the entire year). The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  74. Pay Versus Performance

    Pay Versus Performance The following table sets forth additional compensation regarding the relationship between our CEO’s and our other NEOs' compensation and our financial performance for the years shown in the table (in this discussion, our NEOs other than our CEO are referred to as our “Non-CEO NEOs”). For 2023, Messrs. Mussallem and Zovighian are both included as CEOs since they each served as CEO for a portion of the year. The calculations and analysis below do not necessarily reflect our Company’s approach to aligning compensation with performance. For information concerning the Company’s compensation philosophy and how our Company’s executive compensation program is designed to align compensation with performance, refer to the Compensation Discussion Analysis section of this Proxy Statement.

  75. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On4: | | | | | Year1 | Summary Compensation Table Total for First CEO2 | Compensation Actually Paid to First CEO3 | Summary Compensation Table Total for Second CEO2 | Compensation Actually Paid to Second 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 | | 2023 | $1,805,737 | $(4,142,021) | $12,869,020 | $10,952,012 | $4,994,004 | $4,280,300 | $98.00 | $124.00 | $1,402.4 | 12.1% | | 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% |

  76. Pay Versus Performance

    (1) NEOs included in the above compensation columns reflect the following:

  77. Pay Versus Performance

    | Year | First CEO | Second CEO | Non-CEO NEOs | | 2023 | Michael Mussallem | Bernard Zovighian | Scott Ullem, Donald Bobo Jr, Catherine Szyman, Larry Wood | | 2022 | Michael Mussallem | | Scott Ullem, Jean-Luc Lemercier, Larry Wood, Bernard Zovighian | | 2021 | Michael Mussallem | | Scott Ullem, Donald Bobo Jr, Jean-Luc Lemercier, Larry Wood | | 2020 | Michael Mussallem | | Scott Ullem, Donald Bobo Jr, Jean-Luc Lemercier, Larry Wood |

  78. Pay Versus Performance

    (2) See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our CEO for each year covered in the table. The average compensation for the Non-CEO NEOs for 2023 was calculated from the Summary Compensation Table above. The average compensation for the Non-CEO NEOs for each of 2022, 2021, and 2020 was calculated from the Summary Compensation Table as disclosed in our Proxy Statement filed with the Securities and Exchange Commission in 2023, 2022 or 2021, respectively. (3) Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (1) for RSU awards (excluding Total Shareholder Return “TSR” awards and other performance-based awards), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting date price, (2) for TSR-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (3) for stock options, a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in the money options, an expected life equal to the original ratio of expected life relative to the seven year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For purposes of this table, the compensation actually paid (also referred to as “CAP”) to each of our NEOs (including, for purposes of this table, former named executive officers who are included in the Non-CEO NEO group for the applicable year) means the NEO’s total compensation as reflected in the Summary Compensation Table for the applicable year and adjusted for the following with respect to each NEO: •Less the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable year, •Less the NEO’s aggregate change in the actuarial present value of the accumulated benefit under pension plans included in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table for the applicable year, •Plus the pension service cost for the NEO for the applicable year, •Plus the year-end value of Edwards option and stock awards granted in the covered year which were outstanding and unvested at the end of the covered year, •Plus/(less) the change in value as of the end of the covered year as compared to the value at the end of the prior year for Edwards option and stock awards which were granted in prior years and were outstanding and unvested at the end of the covered year, •Plus the vesting date value of Edwards option and stock awards which were granted and vested during the same covered year, •Plus/(less) the change in value as of the vesting date as compared to the value at the end of the prior year for Edwards option and stock awards which were granted in prior years and vested in the covered year, •Less, as to any Edwards option and stock awards which were granted in prior years and were forfeited during the covered year, the value of such awards as of the end of the prior year, •Plus the dollar value of any dividends or other earnings paid during the covered year on outstanding and unvested Edwards option and stock awards (no dividends were paid on unvested awards during the applicable years; the crediting of dividend equivalents on stock awards is taken into account in determining the applicable vesting or year-end date of the award), •Plus, as to an Edwards option or stock award that was materially modified during the covered year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the Edwards option or stock awards held by the NEOs were materially modified during the years covered by the table). In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10 K each year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement. The table above reflects the CAP (determined as noted above) for each of our first and second CEO and, for our Non-CEO NEOs, the average of the CAPs determined for the Non-CEO NEOs for each of the years shown in the table. Compensation Actually Paid to the first CEO, Mr. Mussallem, reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

  79. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $1,805,737 | $13,992,145 | $13,613,305 | $10,050,933 | | Less, value of Stock Awards reported in SCT | (399,972) | (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 | 341,981 | 5,096,973 | 16,872,757 | 9,943,132 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (289,812) | (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 | 1,123,259 | (13,825,155) | 9,042,058 | 2,745,426 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | (6,723,214) | — | — | — | | Total Adjustments | $(5,947,758) | $(24,529,856) | $17,902,974 | $4,984,772 | | Actual Compensation Paid for Fiscal Year | $(4,142,021) | $(10,537,711) | $31,516,279 | $15,035,705 |

  80. Pay Versus Performance

    Compensation Actually Paid to the second CEO, Mr. Zovighian, reflects the following adjustments from Total compensation reported in the Summary Compensation Table:

  81. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $12,869,020 | $— | $— | $— | | Less, value of Stock Awards reported in SCT | (10,599,764) | — | — | — | | 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 | 8,321,622 | — | — | — | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (105,244) | — | — | — | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | — | — | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | 466,378 | — | — | — | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | — | — | | Total Adjustments | $(1,917,008) | $— | $— | $— | | Actual Compensation Paid for Fiscal Year | $10,952,012 | $— | $— | $— |

  82. Pay Versus Performance

    The average Compensation Actually Paid to the non-CEO NEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table for the applicable year:

  83. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Total Reported in Summary Compensation Table (SCT) | $4,994,004 | $4,167,440 | $3,501,702 | $3,403,465 | | Less, value of Stock Awards reported in SCT | (3,651,118) | (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 | 2,489,707 | 1,186,590 | 3,325,850 | 2,502,007 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (158,145) | (1,392,945) | 97,694 | (302,943) | | Plus, FMV of Awards Granted this Year and that Vested this Year | 137,411 | 370,095 | 195,064 | 91,597 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | 468,441 | (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 | $(713,704) | $(6,772,514) | $4,645,415 | $1,041,526 | | Actual Compensation Paid for Fiscal Year | $4,280,300 | $(2,605,075) | $8,147,117 | $4,444,991 |

  84. Pay Versus Performance

    (4) Edwards Total Shareholder Return represents cumulative total shareholder return on a fixed investment of $100 in our common stock for the period beginning on the last trading day of 2019 through the end of the applicable year, and is calculated assuming the reinvestment of dividends. Peer Group Total Shareholder Return represents cumulative total shareholder return on a fixed investment of $100 in the S&P Health Care Equipment Index for the period beginning on the last trading day of 2019 through the end of the applicable year and is calculated assuming the reinvestment of dividends. The following chart illustrates the CAP for our first and second CEOs and the average CAP for our Non-CEO NEOs for each of the last four years against our Company’s total shareholder return and the total shareholder return for the S&P 500 Health Care Equipment Index (each calculated as described above) over that period of time. (5) This column shows our net income for each year covered by the table. The following chart illustrates the CAP for our first and second CEOs and the average CAP for our Non-CEO NEOs for each of the last three years against our net income for each of those years. While no portion of NEO compensation is directly dependent upon our net income, SEC rules require that net income be presented as a performance measure in this table. (6) This column shows our underlying revenue growth for each year covered by the table. We consider underlying revenue growth to be a key metric in our executive compensation program as underlying revenue growth is used in determining payouts under our Annual Incentive Plan. See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of this performance measure in our executive compensation program. The following chart illustrates the CAP for our first and second CEOs and the average CAP for our Non-CEO NEOs for each of the last three years against our underlying revenue growth for each of those years. Following is an unranked list of the financial performance measures we consider most important in linking the compensation actually paid to our NEOs for 2023 with our performance. •Relative TSR (used in our PBRSUs) •Underlying Revenue Growth (used in our Incentive Plan) •Adjusted Earnings Per Share (used in our Incentive Plan) •Adjusted Free Cash Flow (used in our Incentive Plan) •KOD Measurement See the Compensation Discussion and Analysis section of this Proxy Statement for more information regarding the use of these performance measures in our executive compensation program. In addition to the financial performance measures listed above, we view our stock price, upon which the value of all of our equity awards is dependent, as a key performance-based component of our executive compensation program in order to further align the interests of our senior management with the interests of our stockholders.