Sector: Health Care
EDWARDS LIFESCIENCES CORP · Meeting: May 7, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Independent director joining in 2024 (within 24 months), exempt from TSR trigger; no overboarding (0 other public boards), attends at least 83% of meetings, and brings relevant healthcare executive experience.
Independent director joining in 2024 (within 24 months), exempt from TSR trigger; holds 1 other public board seat, meets attendance threshold, and brings deep health IT and healthcare leadership experience.
Independent director since 2015 with meaningful tenure overlap; EW's 3-year return of -0.3% is only -3.3pp below the IHI — iShares US Medical Devices ETF (threshold requires 30pp gap to trigger), so the TSR test does not fire; holds 1 other public board seat and meets all other policy screens.
Independent director since 2016 serving as Audit Committee Chair; EW's 3-year return is only -3.3pp below IHI — iShares US Medical Devices ETF, well within the 30pp threshold; holds 2 other public board seats (below the 4-seat limit), meets attendance and financial expertise requirements.
Independent director since 2020 serving as Compensation and Governance Committee Chair; no TSR trigger fired (EW only -3.3pp vs. IHI — iShares US Medical Devices ETF vs. 30pp threshold); holds 1 other public board seat and meets all other policy screens.
Independent director since 2016; EW's 3-year return is only -3.3pp below IHI — iShares US Medical Devices ETF (far below the 30pp trigger threshold); holds 0 other public board seats and meets attendance and qualifications requirements.
Independent director since 2020; no TSR trigger fired against IHI — iShares US Medical Devices ETF (-3.3pp vs. 30pp threshold); holds 2 other public board seats (below the 4-seat limit) and brings relevant pharmaceutical industry experience.
Independent Board Chair since 2014; EW outperformed the company-disclosed peer group median by +7.8pp over 3 years and is only -3.3pp below IHI — iShares US Medical Devices ETF vs. a 30pp trigger threshold; holds 0 other public board seats and meets all policy screens.
CEO-director since 2023; as an executive director he is subject to the same TSR trigger as other directors, but EW's 3-year return of -0.3% is only -3.3pp below IHI — iShares US Medical Devices ETF (30pp threshold not met) and +7.8pp above the peer group median (20pp threshold not met), so no TSR trigger fires; holds 0 outside public board seats.
All nine director nominees receive a FOR vote. Edwards Lifesciences outperforms its disclosed peer group median by +7.8pp over three years and trails the IHI — iShares US Medical Devices ETF by only -3.3pp, well below the 30pp trigger threshold for a company with negative absolute 3-year TSR. No director is overboarded, no attendance failures were disclosed (all directors attended at least 83% of meetings), no independence concerns were found for committee memberships, and no familial relationships with management were identified. The two directors who joined in 2024 (Davis and Feinberg) are within the 24-month new-director exemption period.
CEO
Mr. Zovighian
Total Comp
$17,454,255
Prior Support
88%%
The prior year say-on-pay vote received approximately 88% support, well above the 70% threshold that would require demonstrated changes. The pay program is heavily performance-oriented: 93% of the CEO's target pay is at-risk, with 81% in long-term incentives (stock options and performance-based restricted stock awards), and the mix easily satisfies the policy requirement that at least 50-60% be variable. The 2022 performance-based restricted stock awards (which vest based on relative total shareholder return over three years) were fully forfeited with no payout because Edwards' TSR fell short of threshold, demonstrating that the incentive structure genuinely links pay to performance outcomes. The company also maintains a clawback policy for incentive-based compensation and does not provide excise tax gross-ups, further supporting a FOR vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,200,000
Non-Audit Fees
$1,600,000
PwC's non-audit fees (tax compliance and other tax services) totaled $1.6 million in 2025 against $7.2 million in audit fees, a ratio of approximately 22% — well below the 50% threshold that would raise independence concerns. The audit-related fees of $4.9 million in 2024 related to a one-time divestiture and are not present in 2025. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. PwC is a Big 4 firm appropriate for a $46 billion market-cap company, and the Audit Committee pre-approved 100% of services.
Edwards Lifesciences' 2026 annual meeting ballot presents four proposals: election of nine directors, an advisory vote on executive pay, ratification of PwC as auditor, and approval of an amended equity plan. All three standard proposals receive FOR votes — the director slate passes TSR, independence, and attendance screens; PwC's non-audit fee ratio is a modest 22%; and the executive pay program is heavily performance-linked with 93% of CEO pay at risk and a demonstrated willingness to forfeit awards when performance targets are missed.
17 companies disclosed in 2026 proxy filing
