UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.                )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

Edwards Lifesciences Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Edwards Lifesciences Corporation 20182020 Notice of Annual Meeting and Proxy Statement

NOTICE OF 20192020 ANNUAL MEETING OF STOCKHOLDERS

Matters to be voted on at the 20192020 Annual Meeting of Stockholders (the “Annual Meeting”):

We will also vote on any other business that may properly come before the Annual Meeting or any postponement or adjournment of the meeting.

The Proxy Statement accompanying this notice describes each of the items of business in more detail.

Record Date: If you were a holder of record of the common stock of Edwards Lifesciences Corporation at the close of business on March 13, 2019,2020, you are entitled to notice of, and to vote at, the Annual Meeting.

Your vote is very important. Please submit your proxy or voting instructions as soon as possible to ensure that your shares will be represented at the Annual Meeting whether or not you expect to attend the Annual Meeting.

How to Vote Your Shares

How to Vote Your Shares

Via the Internet Visit the website listed on your proxy card, notice, or voting instruction form

By Phone Call the phone number listed on your proxy card or voting instruction form

By Mail Complete, sign, date, and return your proxy card or voting instruction form in the envelope provided

In Person Attend our Annual Meeting and vote by ballot

By Order of the Board of Directors,

Linda J. Park

Vice President, Associate General Counsel, and Corporate Secretary

March    27, 2019, 2020

Edwards Lifesciences Corporation  ◾   One Edwards Way, Irvine, CA 92614  ◾   www.edwards.com

TABLE OF CONTENTS

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend the forward-looking statements contained in this Proxy to be covered by the safe harbor provisions of such Acts. All statements other than statements of historical fact in this Proxy or referred to or incorporated by reference into this Proxy are “forward-looking statements” for purposes of these sections. These statements include, among other things, any predictions of earnings, revenues, expenses, or other financial items, plans, or expectations with respect to development activities, clinical trials, or regulatory approvals, any statements of plans, strategies, and objectives of management for future operations, any statements concerning our future operations, financial conditions, and prospects, and any statements of assumptions underlying any of the foregoing. These statements can sometimes be identified by the use of the forward-looking words such as “may,” “believe,” “will,” “expect,” “project,” “estimate,” “should,” “anticipate,” “plan,” “goal,” “continue,” “seek,” “pro forma,” “forecast,” “intend,” “guidance,” “optimistic,” “aspire,” “confident,” other forms of these words, or similar words or expressions or the negative thereof. Statements of past performance, efforts or results about which inferences or assumptions may be made can also be forward-looking statements and are not indicative of future performance or results; these statements can be identified by the use of words such as “preliminary,” “initial,” “diligence,” “industry-leading,” “compliant,” “indications,” “early feedback” or other forms of these words or similar words or expressions or the negative thereof. Investors are cautioned not to unduly rely on such forward-looking statements. These forward-looking statements are subject to substantial risks and uncertainties that could cause our results or future business, financial condition, results of operations, or performance to differ materially from our historical results or experiences or those expressed or implied in any forward-looking statements contained in this Proxy. SeeFactors that could cause actual results or experiences to differ materially from that expressed or implied by the forward-looking statements include uncertainties associated with clinical trial or commercial results or new product approvals and therapy adoption, particularly in Transcatheter Aortic Valve Replacement and Transcatheter Mitral and Tricuspid Therapies; unpredictability of product launches; competitive dynamics; changes to reimbursement for the company’s products; the company’s success in developing new products and avoiding manufacturing and quality issues; the impact of currency exchange rates; the timing or results of R&D and clinical trials; unanticipated actions by the U.S. Food and Drug Administration and other regulatory agencies; unexpected litigation impacts or expenses; and other risks listed in Edwards’ Annual Report on Form10-K for the fiscal year ended December 31, 20182019 and our other reports filed with the Securities and Exchange Commission, to which your attention is directed. These forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections.

Edwards, Edwards Lifesciences, the stylized E logo, HemoSphere, INSPIRIS, INSPIRIS RESILIA, PARTNER, PARTNER 3, PASCAL, RESILIA, SAPIEN, and SAPIEN 3 are trademarks of Edwards Lifesciences Corporation. All other trademarks are the property of their respective owners.

PROXY SUMMARY

This summary contains highlights about Edwards Lifesciences Corporation (“Edwards”) and the upcoming Annual Meeting.2020 annual meeting of stockholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement prior to voting.

STOCKHOLDER VOTING MATTERS(Page 1)

 

Proposal

Board’s Voting Recommendation

Annual Meeting of Stockholders

Proposal 1:

Election of Directors

FOR each nominee

Date and Time: May 8, 20197, 2020 10:00 a.m. PT

Proposal 2:

Advisory Vote to Approve Named Executive Officer Compensation

FOR

Place: Edwards Lifesciences One Edwards Way Irvine, CA 92614 Record Date: March 13, 2020

Proposal 2:

Advisory Vote to Approve Named Executive Officer Compensation

FOR

Proposal 3:

Approval of the 2020 Nonemployee Directors Stock Incentive Program

FOR

Proposal 4:

Approval of Amendment of the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock for the Purpose of Effecting aThree-For-One Stock Split

FOR

Proposal 5:

Ratification of Appointment of Independent Registered Public Accounting Firm

FOR

Proposal 4:6:

Advisory Vote on a Stockholder Proposal Regarding an Independent Chair PolicyAction By Written Consent

✗AGAINST

Record Date:

March 13, 2019

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BOARD OF DIRECTOR NOMINEES(Page 4)5)

AllThe Board of Directors (the “Board”) has selected the following eight of our current directors are standingpersons as its nominees for election for aone-year term to the Board at the Annual Meeting. The following chart provides key information on each of our current directorsdirector nominees as of the date of this Proxy Statement.In accordance with the retirement policy in our Corporate Governance Guidelines, our Board did not nominate Wesley von Schack, our current Lead Independent Director, for election at the Annual Meeting; Martha Marsh will assume the role of Lead Independent Director.Ramona Sequeira is not currently a member of our Board and is standing for election for the first time at the Annual Meeting.

 

																				Committee Memberships
								Committee Memberships
Name		Age		Director Since		Independent		Audit Committee**		Compensation and Governance Committee		Other Public   Company    Boards		Age		Director Since		Independent		Audit Committee*		Compensation and Governance Committee		Other Public   Company    Boards
Kieran T. Gallahue Former Chairman and CEO CareFusion Corporation		55		2015		Yes						2		56		2015		Yes						3
Leslie S. Heisz Former Managing Director Lazard Frères & Co		58		2016		Yes						2		59		2016		Yes						2
William J. Link, Ph.D. Managing Director and Co-Founder Versant Ventures		72		2009		Yes						2		73		2009		Yes						2
Steven R. Loranger Former Chairman, President, and CEO ITT Corporation		67		2016		Yes						1		68		2016		Yes						1
Martha H. Marsh Retired President and CEO Stanford Hospital & Clinics		70		2015		Yes						2
Martha H. Marsh** Retired President and CEO Stanford Hospital & Clinics														71		2015		Yes						1
Michael A. Mussallem Chief Executive Officer and Chairman Edwards Lifesciences Corporation		66		2000		No						0		67		2000		No						0
Wesley W. von Schack* Chairman AEGIS Insurance Services, Inc.		74		2010		Yes						1
Ramona Sequeira*** President Takeda Pharmaceuticals USA, Inc.														54		N/A		Yes						0
Nicholas J. Valeriani Former CEO, West Health Institute Former EVP, Johnson & Johnson		62		2014		Yes						1		63		2014		Yes						1

 

*	Lead Independent Director

**	Each member of the Audit Committee is an audit committee financial expertexpert. Wesley von Schack currently serves on the Audit Committee and another Board member will be added to the Audit Committee upon his retirement from the Board.

C   =   

**	Martha Marsh will assume the role of Lead Independent Director at the Annual Meeting.

***	The Board will determine the Board committee(s) to which Ms. Sequeira will be appointed at a later date if elected at the Annual Meeting.

C  =	Chairperson

Each director nominee, other than Ms. Sequeira, was elected as a director at the Company’s annual meeting held on May 8, 2019, to hold office until the next annual meeting.

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Our Board of Directors (our “Board”) strives to maintain a highly independent, balanced, and diverse set of directors that collectively possess the expertise to ensure effective oversight of management. Our director nominees are:

 

 

Diverse Range of Qualifications and Skills Represented by Our Directors
Medical Technology Industry Experience		Executive International Experience		Corporate Governance
Regulatory and Compliance		Senior Leadership		Operations Management
Innovation/Technology		Risk Management		Risk Oversight
Finance and Financial Industry		Human Resources		Financial Reporting

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COMPENSATION PROGRAM HIGHLIGHTS(Page 28)30)

Compensation Program Highlights.    The Compensation Committee believes that its executive compensation and benefits philosophy and objectives have resulted in programs that align executives with stockholder interests.

 

WHAT WE DO
		Pay-for-Performance. Approximately 89%90% of the total direct compensation of our CEO, and an average of 78% of the total direct compensation of our other NEOs, was performance-based in 2018. 2019.
		Linkage Between Performance Measures and Strategic Imperatives. Performance measures for incentive compensation are linked to our Strategic Imperatives through achievement of KODs and are designed to create long-term stockholder value and hold executives accountable for their individual and Edwards’ performance.
		Performance-Based Equity. Our PBRSUs vest based on our relative TSR over a three-year period.
		Minimum Three-Year Vesting. Equity compensation is structured to vest over a minimum period of three years, subject to limited exceptions.
		Robust Executive Stock Ownership Guidelines with Holding Period Requirements. Executives are required to hold Edwards’ stock with a value not less thansix-times salary for our CEO and three-times salary for each other NEO. Fifty percent of net shares received as equity compensation must be retained until the guideline has been met.
		CEO Stock Ownership. Our CEO far exceeds hissix-times salary ownership guideline and has continued to increase his ownership of Edwards’ stock each year.
		Modest Perquisites. We provide modest perquisites and have a business rationale for the perquisites that we do provide.
		“Double Trigger” in the Event of a Change in Control. Severance benefits are paid, and equity compensation awarded starting in May 2015 accelerates in connection with a severance, only upon a “double trigger” in connection with a change in control (meaning a termination of the executive’s employment is required, in addition to the occurrence of a change in control, in order for the benefits to be triggered).
		Use of Tally Sheets. The Compensation Committee annually reviews summaries of prior and potential future compensation levels (referred to as “tally sheets”) when making compensation decisions.
		“Clawback” Policy. We maintain a recoupment policy for performance-based compensation.
		Independent Compensation Consultant. The Compensation Committee engages an independent compensation consulting firm that provides us with no other services.

 

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

 

We align executive compensation with the interests of our stockholders.		Executive compensation programs are designed to avoid excessive risk and foster long-term value creation.		We adhere to strong executive compensation and corporate governance practices.

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EDWARDS LIFESCIENCES CORPORATION

PROXY STATEMENT FOR THE

20192020 ANNUAL MEETING OF STOCKHOLDERS

GENERAL MEETING AND VOTING INFORMATION

Our Board is soliciting your proxy for use at the Annual Meeting to be held at 10:00 a.m. PT, on Wednesday,Thursday, May 8, 2019,7, 2020, at our corporate headquarters, located at One Edwards Way, Irvine, California 92614.

Unless the context otherwise requires, references in this Proxy Statement to “Edwards,” “the Company,” “we,” “our,” “us,” and similar terms refer to Edwards Lifesciences Corporation, a Delaware corporation.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 8, 20197, 2020

We are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow us to furnish our proxy materials, including our 20182019 Annual Report and this Proxy Statement (the “Proxy Materials”), over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the Proxy Materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials. All stockholders who do not receive a Notice will receive a paper copy of the Proxy Materials by mail or an electronic copy of the Proxy Materials bye-mail. This process allows us to provide our stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing the Proxy Materials. This Proxy Statement and our 20182019 Annual Report are available athttp://ir.edwards.com/annuals-proxies.cfm.

The Notice and the Proxy Materials are first being made available to stockholders on or about March    27, 2019., 2020.

Voting Matters and the Recommendations of the Board

The items of business scheduled to be voted on at the Annual Meeting and our Board’s recommendation on each item are as follows:

Stockholders will also be asked to consider and transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. Pursuant to our Bylaws, the chairman of the Annual Meeting will determine whether any business proposed to be brought before the Annual Meeting has been properly presented. If the chairman determines that the business was not properly brought before the Annual Meeting, the chairman will declare toat the Annual Meeting that such business was not properly brought and such business will not be transacted.

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Record Date and Stockholders List

The Board has fixed the close of business on March 13, 20192020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders of record entitled to vote at the Annual Meeting will be available for inspection by any stockholder, for any purpose germane to the meeting, during normal business hours, for a period of ten days prior to and including the date of the meeting, at our corporate headquarters located at One Edwards Way, Irvine, California 92614.

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If you hold your shares in street name through a broker, bank or other nominee, please follow the instructions provided by the broker, bank or other nominee who holds your shares. If you hold shares in one of our 401(k) plans, to allow sufficient time for voting by the plan trustees, your voting instructions must be received by telephone or the Internet by 11:59 p.m. ET on May 5, 2019.4, 2020.

Appointment of Proxies

The Board has appointed William J. Link and Michael A. Mussallem and Wesley W. von Schack to serve as proxy holders to vote your shares according to the instructions you submit. If you properly submit a proxy but do not indicate how you want your shares to be voted on one or more items, your shares will be voted on such items in accordance with the recommendations of our Board as set forth above under “Voting Matters and the Recommendations of the Board.” With respect to any other matter properly presented at the Annual Meeting, your proxy, if properly submitted, gives authority to the proxy holders to vote your shares on such matter in accordance with their best judgment.

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Vote Required on Proposals

The following summary describes the vote required to approve each of the proposals at the Annual Meeting.

Proxy Solicitation Costs

Your proxy for the Annual Meeting is being solicited on behalf of our Board, and we will pay the cost of solicitation. At our expense, we will also request brokers and other custodians, nominees and fiduciaries to forward proxy soliciting materials to the beneficial owners of shares held of record by such persons. In addition, we have retained Georgeson Inc. (“Georgeson”) to assist with the distribution and solicitation of proxies for a fee of $20,000, plus expenses for these services. We also agreed to indemnify Georgeson against liabilities and expenses arising in connection with the proxy solicitation unless caused by Georgeson’s gross negligence or intentional misconduct. Georgeson and our officers, directors and regular employees may also solicit proxies by telephone, facsimile,e-mail and personal solicitation. We will not pay additional compensation to our officers, directors and regular employees for these activities.

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BOARD OF DIRECTORS MATTERS

PROPOSAL 1 – ELECTION OF DIRECTORS

General.    Our Board currently consists of eight directors forming one single class of directors, and all directors will be standing for election for aone-year term at the Annual Meeting.directors.

The Board has nominated the eight individuals identified below for election to the Board at the Annual Meeting, to serve for aone-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.

The Board has nominated seven of our incumbent directors for election to the Board at the Annual Meeting. In accordance with the retirement policy in our Corporate Governance Guidelines, our Board did not nominate Wesley von Schack for election at the Annual Meeting. The Board also nominated Ms. Ramona Sequeira for election at the Annual Meeting. Ms. Sequeira is not currently a member of our Board and is standing for election to the Board for the first time at the Annual Meeting.

Each of the nominees standing for election 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 shares represented by proxy may be voted for a substitute nominee designated by the Board. No arrangement or understanding exists between any nominee and any other person or persons pursuant to which any nominee was or is to be selected as a director or nominee, and none of our directors has any family relationship with any other director or with any of our executive officers. More information regarding the Board, the committees of the Board, director independence, and related matters follows this Proposal 1.

Identification and Evaluation of Director Candidates.    Our Board carefully considers the skills, experiences, and diversity of its members as part of its robust director evaluation and Board refreshment process. Even though our Compensation Committee makes recommendations to the Board regarding candidates for election as directors of the Company, all members of the Board are very engaged in the process of, and discussions regarding, refreshment.

The Compensation Committee maintains formal criteria for selecting director nominees who will best serve the interests of the Company and its stockholders. These criteria are described in more detail below under “Board Criteria and Diversity Policy.” In addition to these requirements, the Compensation Committee also evaluates whether the candidate’s skills and experience are complementary to the existing Board members’ skills and experience, recognizing that the Board’s skills evolve in order to align with the Company’s strategy as well as emerging risks and opportunities. Some or all of the members of the Compensation Committee interview candidates that meet the criteria, and the Compensation Committee selects nominees that it believes best suit the needs of the Board.

As a result of the Board’s thoughtful and deliberate process of refreshment, the Board has electedappointed five new directors since 2014. In addition, the Board has identified Ms. Sequeira, who as a Board nominee will stand for election for the first time at the Annual Meeting. This process has involved the participation of all directors, to taketaking advantage of their broad range of expertise and experience as part of the decision-making process.

The Compensation Committee hasBoard retained Spencer Stuart to commence a director search in 2018. Spencer Stuart identified potential candidates and pays fees to an executive search firm to assist in identifyingprovided the Board with background information and evaluatingits assessment of the qualifications of potential candidates, which included Ms. Sequeira. The Board then followed the evaluation and screening process discussed above, including reviewing the candidates against the formal criteria for selecting director candidatesnominees, and then discussed the potential candidates. The Board then met, discussed and selected Ms. Sequeira as a director nominee for the Board. Annual Meeting.

The Compensation Committee will consider qualified candidates for director nominees suggested by the Company’s stockholders. Stockholders can suggest qualified candidates for director nominees by writing to the Corporate Secretary of the Company at One Edwards Way, Irvine, California 92614. Submissions received that meet the criteria described below are forwarded to the Compensation Committee for further review and consideration. The Compensation Committee does not intend to evaluate candidates proposed by stockholders any differently than other candidates.

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Board Criteria and Diversity Policy.    Our Board, led by the Compensation Committee, is responsible for assessing, identifying, evaluating, and, ultimately, recommending to the stockholders, individuals qualified to be directors of the Company. We believe that diverse backgrounds and experiences strengthen Board performance and promote long-term stockholder value creation.

The Compensation Committee’s charter sets forth the membership criteria against which potential director candidates are evaluated. These written membership criteria state that the Company “seeks a board with diversity of background among its members, including diversity of experience, gender, race, ethnic or national origin, and age.” In performing this responsibility, the Compensation Committee considers women and minority candidates consistent with the membership criteria and the Company’snon-discrimination policies.

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In light of the robust process described above, our Board believes our nominees’ skills, expertise, and experience and their mix of qualifications and attributes strengthen our Board’s independent leadership and effective oversight of management.

Our Board strives to maintain a highly independent, balanced, and diverse set of directors that collectively possess the expertise to ensure proper oversight.

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		Wesley W. von Schack        Martha H. Marsh   Age:    7471 Director Since:    2010 2015		Edwards Board Roles: •  Future Lead Independent Director   •  AuditCompensation and Governance Committee Member
Other Current Public Company Directorships:   •  Teledyne Technologies,AMN Healthcare Services, Inc., since 20062010 –  Member of the Compensation and Corporate Governance Committees, since 2010 –  Chair of the Compensation Committee, since 2012   Other Public Company Directorships in Past Five Years: •  Bank of New York Mellon Corporation, until 2016Owens & Minor Inc., from 2012 to 2019   –  Former Lead Director and Chair of Executive Committee•  Thoratec Corporation, from 2014 to 2015   Select Professional Experience and Highlights:   •  Energy East Corporation, an energy services company (acquired by Iberdrola S.A. in 2008)Stanford Hospital & Clinics   –  Chairman,  President and Chief Executive Officer, from 19962002 until hisher retirement in 20092010   •  AEGIS Insurance Services, Inc.University of California Davis Medical Center   –  Chairman, since 2006, Chair of the Risk Managers Advisory Committee and Director, since 1997 Chief Executive Officer, from 1999 to 2002				•  AEGIS Managing Agency Limited, which manages Syndicate 1225 at Lloyd’sUniversity of LondonCalifornia Davis Health System –  Chief Operating Officer, from 1999 to 2002   •  University of Pennsylvania Health System –  Non-executive DirectorSenior Vice President for Professional Services and member of the Audit Committee, since 2006Managed Care, from 1996 to 1998 –  Vice President for Managed Care, from 1994 to 1996   Select Skills and Qualifications:   Mr. von Schack’sMs. Marsh’s experience of more than 30 years in the highly regulated energy industryan increasingly complex and evolving healthcare system as both a president and chief executive officer, and a chief financial officer, combined with many years of board experience and audit and compensation committeethat includes corporate governance chairmanships, enable him to make significant contributions in assessing and managing risks. In addition, the operational and leadership skills developed over his career have provided valuable insights and support toprovide a unique perspective as our Board as its Lead Independent Director.

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		Kieran T. Gallahue   Age:    5556 Director Since:    2015		Edwards Board Roles:   •  Audit Committee Member
Other Current Public Company Directorships: •  Envista Holdings Corporation, since 2019 –  Chairman, Nominating and Governance Committee, since 2019   •  Arena Pharmaceuticals, Inc., since 2018   –  Member of the Audit Committee, since 2018   •  intersect ENT, Inc., since 2015   –  Lead Independent Director,Executive Chairman of the Board, since 20152019   –  Member of the Audit Committee, since 2015   Other Public Company Directorships in Past Five Years:   •  CareFusion Corporation, from 2011 to 2015   •  Volcano Corporation, from 2007 to 2015   Select Professional Experience and Highlights:   •  Signifier Medical Technology, a sleep disordered, breathing-focused medical technology company –  Member of the Board, since 2019 •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.   –  Member of the Board, from 2008 to 2011   –  Chief Executive Officer, from 2008 to 2011   –  President, from 2004 to 2011   –  President and COO, Americas, from 2003 to 2004		•  Nanogen, IncInc.   –  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 enables him to contribute valuable financial and accounting perspectives to our Board and Audit Committee.

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		Martha H. Marsh        Ramona Sequeira   Age:    7054 Director Since:    2015 2020 Nominee		Edwards Board Roles:   •  Compensation and Governance Committee Member To be determined by Board
Other Current Public Company Directorships:   •  AMN Healthcare Services, Inc., since 2010 –  Member of the Compensation and Corporate Governance Committees, since 2010 –  Chair of the Compensation Committee, since 2012 •  Owens & Minor Inc., since 2012 –  Chair of the Governance and Nominating Committee, and member of the Compensation and Benefits, and Executive Committees, since 2014None   Other Public Company Directorships in Past Five Years:   •  Thoratec Corporation, from 2014 to 2015None   Select Professional Experience and Highlights:   •  Stanford Hospital & ClinicsTakeda Pharmaceuticals USA, Inc., since 2015   –  President, and Chief Executive Officer, from 2002 until her retirement in 2010				•  University of California Davis Medical Centersince 2015   –  Chief Executive Officer, from 1999 to 2002Business Review Committee and Pipeline Review Committee, since 2015   •  UniversityMember of California Davis Health Systemthe Board of PhRMA, since 2015   –  Chief Operating Officer, from 1999 to 2002Director, since 2015 –  Treasurer, since 2019   •  University of Pennsylvania Health System –  Senior Vice President for Professional Services and Managed Care, from 1996 to 1998Eli 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 Managed Care,Lake Forest Academy, since 2017 •  Member of the Board of Matter –  Director, from 19942017 to 19962020 •  Member of the Board of Chicago Executives Club –  Director, from 2017 to 2019   Select Skills and Qualifications:   Ms. Marsh’s experience of more than 30 years in an increasingly complex and evolving healthcare system as a president and chief executive officer, combined withSequeira has over 25 years of board experience in the pharmaceutical industry through her work with Takeda and prior to that includes corporate governance chairmanships, providewith Eli Lilly. She is a unique perspective asseasoned executive, currently leading the multi-billion dollar U.S. business for Takeda. She has led businesses in Canada, Europe and the U.S. 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 Board considersglobal business. Also, Ms. Sequeira’s industry role on pharmaceutical innovation and patient access aligns with the execution of our patient-focused innovation strategy.

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CORPORATE GOVERNANCE POLICIES AND PRACTICES

Corporate Governance Highlights.    The Company and the Board take seriously our commitment to good corporate governance. We believe the regular review of our corporate governance practices with current issues and trends in mind, the discussions we hold with our stockholders and advisers and the practice enhancements we consider as a result, help us to compete more effectively, sustain our successes and build long-term value for our stockholders. Our commitment to good corporate governance practices and accountability to stockholders is described in the following chart.

WHAT WE DO
		Annual election of directors
		Board refreshment and director skill set aligned with corporate strategy
		Majority vote standard in uncontested elections, with director resignation policy
		Special stockholders meetings can be called by stockholders owning at least 15% of our outstanding shares
		Proxy access right to permit a stockholder, or a group of up to 30 stockholders, owning at least 3% of our outstanding shares continuously for at least 3 years, to nominate up to the greater of 2 directors or 20% of our Board for inclusion in our annual meeting proxy statement
		Independent Board, all but our Chief Executive Officer
		Executive session of independent directors held at eachin-person Board and committee meeting
		Lead Independent Directorprovides strong independent leadership of our Board
		Retirement policy for directors
		Annual Board and committeeself-evaluations and peer reviews
		Encourage continuing director education with designated annual reimbursement policy
		Formal director orientation and continuing education program
		Nonemployee directors expected to hold net shares upon vesting or exercise of equity awarded after 2011 until Board service ends
		Senior management succession planning considered at each regularly scheduled Board meeting
		Active stockholder engagement
		Robust code of ethics in our Global Business Practice Standards
		Board oversight of risk management
		Corporate sustainability reportand receipt of numerous recognitions for our sustainability practices
		“Clawback” policy forperformance-based compensation

Active Stockholder Engagement Program.The Board and management are committed to engaging with Edwards’ stockholders and incorporating feedback into their decision-making processes. Throughout the year our CEO, CFO and Vice President of Investor Relations meet, by phone andface-to-face, with current and prospective stockholders to discuss Edwards’ strategy, business and financial results. Our CFO, Corporate Secretary and Vice President of Investor Relations, teams, together with other members of management and, from time to time, our Lead Independent Director, engage

12					Edwards Lifesciences Corporation			2020 Proxy Statement

stockholders to solicit their views and feedback on corporate governance, compensation and other related matters and to discuss the issues that matter most to our stockholders. Stockholder feedback is shared with the Board and its committees, which enhances our corporate governance practices, facilitates future dialogue between stockholders and the Board and provides additional transparency to our stockholders. Since the 20182019 annual meeting of stockholders, our CFO, Corporate Secretary and Vice President of Investor

    Edwards Lifesciences Corporation    |    2019 Proxy Statement11

Board Leadership Structure.    The independent directors evaluate the Board’s leadership structure on a regular basis to ensure that the approach continues to provide independent oversight of the Company and serves the best interests of stockholders.

Our Chief Executive Officer also serves as the Chairman of the Board. Our Board believes it has been and continues to be effective for our Company. Under this model, the Company has experienced strong financial and operational growth over

12         Edwards Lifesciences Corporation    |    2019 Proxy Statement