Annette Brüls
Edwards LifesciencesAbout Annette Brüls
Annette M. Brüls, age 53, is Corporate Vice President, EMEACLA (Europe, Middle East, Africa, Canada, Latin America) at Edwards Lifesciences, a role she assumed in August 2024 after serving as CEO of Medela and holding senior roles at Medtronic and Abbott Vascular . She brings 25+ years leading mission‑driven teams, has been recognized among the Top 50 Technology CEOs and as Comparably’s Best CEO (2020–2022), and has served on Coloplast A/S’s board (Compensation and Nominating Committee) since 2021 . Company performance context: 2024 sales were $5.4B, up 9% underlying; 2024 annual incentive financial achievement was 80% with KODs at 124%, funding corporate bonuses at 99%; the 2021 PBRSU cycle paid 117.11% on relative TSR, reflecting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Medela Inc. | Chief Executive Officer | — | Led a breast pump and medical vacuum company; recognized as a top technology CEO, underscoring execution and innovation credentials . |
| Medtronic plc | President, Diabetes Service & Solutions; GM, Diabetes Western Europe & Canada; VP Marketing, Cardiac Rhythm Disease Management | 2007–2014 | Senior leadership roles across diabetes and cardiac rhythm businesses; international commercial and marketing leadership . |
| Abbott Vascular (EMEA) | Vice President of Marketing | 2006–2007 | Regional marketing leadership for EMEA, building cardio‑vascular brand and market execution capabilities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coloplast A/S | Director; Compensation and Nominating Committee member | Since 2021 | Provides governance and compensation oversight at a global medtech company . |
Fixed Compensation
- Edwards’ proxy provides detailed compensation only for Named Executive Officers (NEOs). Brüls is an executive officer but not a 2024 NEO; her base salary, target bonus, and actual bonus are not itemized in the proxy .
- Structural program for executives: fixed salary plus an annual cash incentive plan and long‑term equity (options, RSUs, PBRSUs), with minimum 3‑year vesting on equity .
Performance Compensation
| Component | Metric/Design | Weighting | 2024 Target Basis | 2024 Actual/Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Cash Incentive – Financial | Underlying Revenue Growth | 50% | Internal annual targets | Contributed to 80% overall financial achievement | Part of annual AIP; factor multiplied by KODs and individual performance . |
| Annual Cash Incentive – Financial | Adjusted EPS | 30% | Internal annual targets | Included in 80% financial achievement | As above . |
| Annual Cash Incentive – Financial | Adjusted Free Cash Flow | 20% | Internal annual targets | Included in 80% financial achievement | As above . |
| Annual Cash Incentive – Strategic | Key Operating Drivers (KODs) | Program factor | Quantifiable strategic milestones | 124% of target; corporate plan funded at 99% (financial 80% x KODs 124% x individual) | Company‑wide KOD system; multiplies financial factor . |
| Annual Cash Incentive – Individual | Individual Objectives | Qualitative | Role‑specific goals | Incorporated in final AIP payouts | Complements financial and KODs . |
| Long‑Term Equity | Stock Options | 50% of LT equity mix | Grant date | Performance‑levered via share price | Minimum 3‑year vesting; performance‑based at value realization . |
| Long‑Term Equity | Time‑based RSUs | 25% of LT equity mix | Grant date | N/A (time‑based) | Minimum 3‑year vesting . |
| Long‑Term Equity | PBRSUs (relative TSR vs SPSIHE subset over 3‑years) | 25% of LT equity mix | Relative TSR vs peer subset | 2021 cycle paid 117.11% at 3‑year end (Apr 30, 2024) | Three‑year performance period; payout 0–175% typical design . |
Equity Ownership & Alignment
- Executive ownership/holding: CEO 6x salary; other NEOs 3x salary; 50% of net shares retained until guideline met. While the proxy confirms compliance for NEOs, it reflects the company’s broader policy framework for senior leadership alignment .
- Clawback: Recoupment policy for incentive‑based compensation .
- Hedging/Pledging: Prohibited for directors, Section 16 officers, and the executive leadership team; reduces misalignment and leverage risk .
- Beneficial ownership: The proxy tabulates NEOs, directors, and the group aggregate; Brüls’ individual beneficial ownership is not separately itemized (she was not a 2024 NEO) .
Employment Terms
- At‑will employment: Form agreements are at‑will and generally do not provide severance absent a change in control; certain executives may be eligible under a general severance plan depending on role and geography .
- Change‑in‑Control (CIC) framework (applies to NEOs and certain other executives): Double‑trigger; upon qualifying termination in connection with a CIC, standard benefits include a lump sum equal to 2x base salary and 2x target bonus (or prior-year bonus if higher), pro‑rated current‑year bonus, accelerated vesting of outstanding long‑term incentives, three years of medical/dental continuation, and outplacement; best‑net cutback applies; no excise tax gross‑ups .
- Equity vesting policy: Minimum three‑year vesting on executive equity awards (subject to CIC terms); PBRSUs vest based on 3‑year relative TSR performance .
Performance & Track Record (Context for EMEACLA transition)
- 2024 company milestones included U.S. approval and launch of EVOQUE tricuspid valve replacement, European launch of SAPIEN 3 Ultra RESILIA, pivotal trial progress (EARLY TAVR, TRISCEND II, CLASP II TR, PROGRESS), and divestiture of Critical Care for $4.2B to sharpen structural heart focus .
- The Compensation and Governance Committee noted strong regional performance under Ms. Brüls’ predecessor (Lemercier) and a “seamless transition” to Brüls upon his retirement, supporting continuity in EMEACLA execution .
Compensation Governance, Say‑on‑Pay, and Peer Practices
- Pay program governance: Independent consultant (Semler Brossy), minimum 3‑year vesting, no option repricing or buyouts, robust stock ownership/holding requirements, and a clawback policy .
- Shareholder support: Say‑on‑pay received approximately 91% support at the 2024 annual meeting; the company reports continued strong support and ongoing investor engagement .
Investment Implications
- Alignment: The AIP’s 50/30/20 weighting on revenue/EPS/FCF and PBRSUs on 3‑year relative TSR link senior leaders’ pay to growth, profitability, cash generation, and market‑relative value creation—beneficial for investors seeking disciplined execution in EMEACLA under new leadership .
- Retention risk: Double‑trigger CIC terms and multi‑year vesting help retain executives through strategic cycles and M&A volatility; clawback and hedging/pledging bans mitigate governance red flags .
- Near‑term selling pressure: Executive equity vests over ≥3 years; while this creates scheduled vesting, the 50% hold‑until‑met ownership policy for senior leaders tempers disposal‑related pressure; individual Form 4 data for Brüls was not detailed in the proxy .
- Execution watch‑items: EMEACLA transition was described as seamless; monitor region‑specific revenue/margin cadence against company KODs and EU adoption of SAPIEN 3 Ultra RESILIA and TMTT launches in 2025+ as indicators of execution under Brüls .