Bernard Zovighian
Edwards LifesciencesAbout Bernard Zovighian
Bernard J. Zovighian (age 57) is Chief Executive Officer of Edwards Lifesciences and an executive director on the Board. He became CEO in May 2023 after serving as President (Jan–May 2023) and previously led TMTT and Surgical Structural Heart since joining Edwards in 2015; he earlier spent nearly 20 years at Johnson & Johnson, including as a worldwide division President . In 2024, Edwards reported sales of $5.4B, up 9% year-over-year on an underlying basis, and delivered PBRSU vesting at 117.11% for the 2021 cycle based on relative TSR; corporate annual incentives funded at 99% of target for 2024 (financial 80% x KODs 124%) . Education not disclosed in the proxy; he serves on the advisory board of USC’s Leonard D. Schaeffer Center for Health Policy & Economics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edwards Lifesciences | CEO | 2023–present | Executive leadership, portfolio focus (sale of Critical Care), strategy execution and pipeline investments . |
| Edwards Lifesciences | President | Jan–May 2023 | Transition leadership to CEO . |
| Edwards Lifesciences | Corp. VP, TMTT | 2018–2023 | Built global organization and portfolio for mitral and tricuspid therapies . |
| Edwards Lifesciences | VP/Corp. VP, Surgical Structural Heart | 2015–2018 | Led surgical valve business . |
| Johnson & Johnson | Various roles incl. worldwide division President | ~1995–2014 (nearly 20 years) | Global medtech leadership across multiple geographies and businesses . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| USC Leonard D. Schaeffer Center | Advisory Board Member | n/d | Health policy and economics advisory role . |
| Public company boards | — | — | No other public company boards listed (0) . |
Fixed Compensation
Multi-year CEO compensation detail (SCT amounts):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $641,922 | $972,814 | $1,133,846 |
| Bonus | — | — | — |
| Non-Equity Incentive Plan Compensation (Annual Bonus Paid) | $344,862 | $1,234,207 | $1,451,588 |
| All Other Compensation | $49,563 | $62,235 | $98,028 |
| Total | $3,338,427 | $12,869,020 | $14,579,474 |
Perquisites (2024): 401(k) match $17,250; EDCP company contribution $75,930; officer perqs $4,848; total $98,028 .
Compensation Actually Paid (Pay vs Performance): $10,952,012 (2023) and $9,204,581 (2024), reflecting mark-to-market equity adjustments under SEC rules .
Performance Compensation
Annual cash incentive design and outcomes (2024):
| Metric | Weight | Minimum | Target | Maximum | Actual | Resulting Commentary |
|---|---|---|---|---|---|---|
| Revenue Growth (Underlying) | 50% | 4% | 11.5%–12% | 19% | 8.9% | Below target; contributes to 80% financial achievement . |
| Adjusted EPS ($) | 30% | 2.55 | 2.85–2.88 | 3.18 | 2.76 | Below target . |
| Free Cash Flow ($M, adj.) | 20% | 880 | 1,380 | 1,880 | 1,362 | Slightly below target . |
| Financial Achievement Multiplier | — | — | — | — | 80% | As determined by plan formula . |
| KODs (Key Operating Drivers) | — | — | 100% baseline | — | 124% | Board-approved KOD multiplier . |
| Corporate Incentive Funding | — | — | 100% | — | 99% | 80% x 124% ≈ 99% funded . |
Plan evolution: 2025 annual incentive removes FCF; weights move to Revenue 60% / EPS 40%, sharpening focus on profitable growth .
Long-term incentives (LTI) mix and terms (2024 grants):
- Mix: 50% stock options, 25% performance-based RSUs (PBRSUs, relative TSR, 3-year), 25% time-based RSUs (RSUs), aligning to absolute TSR, relative TSR, and retention .
- Options (2024 grants): 7-year term, strike $85.84, vest 25% annually over 4 years for CEO (non-retirement-eligible) .
- PBRSUs (2024 grants): 3-year performance period (Apr 30, 2024–Apr 30, 2027); payout 0–175% vs SPSIHE subset median; target at median; threshold at -7.5 pts; max at +7.5 pts .
- 2021 PBRSU outcome (vested 2024): relative TSR 1.71 pts above median; paid at 117.11% of target .
2024 CEO individual LTI grant detail:
| Award Type | Grant Date | Quantity | Key Terms | Grant-Date FV |
|---|---|---|---|---|
| Stock Options | 05/07/2024 | 178,400 | $85.84 strike; 7-year term; 25% annual vesting over 4 years | $5,748,762 |
| RSUs | 05/07/2024 | 33,500 | 25% per year over 4 years | $2,875,640 |
| PBRSUs (Target/Max) | 05/07/2024 | 33,500 / 58,625 | Relative TSR vs SPSIHE subset, 3-year performance to 4/30/2027 | $3,271,610 (probable); $5,725,318 (max) |
Stock/option timing disclosure: options granted 05/07/2024 within four business days of Annual Meeting 8-K; stock moved +1.84% from 5/7 close to 5/9 close as disclosed .
Equity Ownership & Alignment
Beneficial ownership and outstanding equity:
| Item | Amount |
|---|---|
| Shares outstanding (company, 1/31/2025) | 587,864,897 |
| Zovighian shares owned outright | 17,952 |
| RSUs and options exercisable within 60 days | 200,150 |
| Total beneficial ownership | 218,102 |
| Percent of class | <1% |
Outstanding awards and vesting (12/31/2024):
| Category | Quantity | Dollar Value/Terms |
|---|---|---|
| Options exercisable | 200,150 | Various strikes/expiries; see details including 2018–2024 grants . |
| Options unexercisable | 334,875 | 2021–2024 tranches vesting per schedule . |
| RSUs unvested | 53,538 | $3,963,418 market value . |
| PBRSUs (unearned target units) | 66,850 | $4,948,906 market/payout value . |
Vesting/realization in 2024: 15,278 shares vested from RSU/PBRSU; $1,310,326 realized; no option exercises by the CEO in 2024 (reduces near-term selling signal) .
Ownership policies and restrictions:
- Executive stock ownership guideline: CEO 6x base salary; must retain 50% of net shares until guideline met; all NEOs meet or are in compliance with holding requirements as of filing date .
- Strict prohibition on hedging and pledging for directors/Section 16 officers; to the company’s knowledge, none of the NEOs engaged in pledging/hedging .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment agreement | At-will; no special severance for ordinary involuntary termination outside CIC, beyond general Severance Plan eligibility . |
| General Severance Plan (non-CIC) | Cash severance = 1.5x monthly compensation + 4% per month of service; capped at 2x prior 12 months’ compensation; CEO estimated cash severance for an involuntary non-CIC termination: $599,917 (timing-specific estimate) . |
| CIC Severance (double trigger) | Upon qualifying termination within 6 months before to 24 months after a CIC: lump sum of 2x base salary + 2x Incentive Pay Objective (or prior-year actual if higher) + pro-rata bonus; accelerated vesting of unvested LTI; 36 months medical/dental continuation; outplacement; cutback vs pay full whichever is better after-tax; no excise tax gross-ups; agreements auto-extend yearly unless notice given . |
| CIC estimated payout (had termination occurred 12/31/2024) | Total $16,496,842, including salary $2,300,000; bonus $3,450,000; pro-rata bonus $1,720,287; RSU acceleration $3,963,381; PBRSU acceleration $4,948,906; benefits/outplacement $114,268 . |
| LTI change-in-control treatment | No single-trigger; double-trigger acceleration or if awards are terminated in the transaction (options/RSUs/PBRSUs per plan) . |
| Clawback policy | Company maintains recoupment policy for incentive-based compensation . |
| Deferred compensation | Executive Deferred Compensation Plan (EDCP) available; CEO deferred $107,452 of 2024 salary; company EDCP contribution $75,930 . |
Board Governance and Director Role
- Board service: Director since 2023; executive (non-independent) director; receives no additional fees for director service .
- Committees: CEO is not listed as a member of Audit or Compensation & Governance committees; committee memberships are comprised of independent directors .
- Board leadership: Independent Chair (Nicholas Valeriani); CEO and Chair roles separated to ensure independent oversight; all directors except the CEO are independent; executive sessions of independent directors at each regularly scheduled Board and committee meeting .
- Board attendance: Board held 11 meetings in 2024; each director attended at least 90% of Board and applicable committee meetings .
Director compensation context (nonemployee directors): annual cash retainer $85,000; additional Chair and committee retainers; annual equity grant ~$260,000 in RSUs; separate director stock ownership guideline of $550,000; hedging/pledging prohibited .
Dual-role implications: As CEO and director, independence concerns are mitigated by an independent Chair, majority-independent Board, and independent Compensation & Governance Committee overseeing NEO pay and clawback/ownership policies .
Compensation Structure Analysis
- Mix and leverage: Approximately 92% of CEO target total direct compensation is performance-based; LTI emphasizes options and PBRSUs (75% of LTI) with minimum three-year vesting, reinforcing pay-for-performance and retention .
- Annual plan rigor and outcomes: 2024 plan used non-GAAP Revenue Growth (50%), EPS (30%), and FCF (20%); results produced 80% financial achievement and 99% company-wide funding after KOD multiplier, with individual modifiers applied for NEOs . For 2025, FCF metric removed—greater emphasis on growth/profitability (Rev 60%/EPS 40%) .
- Relative TSR alignment: 2021 PBRSUs paid at 117.11% vs SPSIHE subset, indicating above-median relative TSR over the 3-year period ended April 30, 2024 .
- Governance guardrails: Double-trigger CIC vesting; no option repricing; no excise tax gross-ups; robust ownership requirements; clawback policy; hedging/pledging ban .
Equity Vesting Schedules and Potential Selling Pressure
| Vehicle | 2024 Grant Terms | Vesting Cadence | Potential Pressure Windows |
|---|---|---|---|
| Stock Options (178,400 @ $85.84) | 7-year term | 25% annually over 4 years (CEO) | Annual vesting anniversaries (May 7) could correlate with 10b5-1 sales; no 2024 option exercises by CEO . |
| RSUs (33,500) | Time-based | 25% annually over 4 years | Quarterly/annual vesting anniversaries; CEO had 15,278 shares vest in 2024 . |
| PBRSUs (33,500 target) | Relative TSR | Cliff vesting at end of 3-year period (to 4/30/2027) based on performance (0–175%) | Single vesting event; payout magnitude tied to TSR percentile . |
Outstanding unexercisable options (334,875) and unvested RSUs/PBRSUs concentrate future vesting over 2025–2027; policy bans pledging/hedging and ownership guidelines require retention, moderating net sell pressure .
Say‑on‑Pay, Peer Practices, and Oversight
- Say‑on‑pay: ~91% support at 2024 Annual Meeting; Board recommends “FOR” say‑on‑pay at 2025 meeting .
- Compensation consultant: Semler Brossy retained; assessed independent; market data from a medtech comparator group informs targets .
- Committee remit: Compensation & Governance Committee oversees NEO pay, succession, stock ownership guidelines, clawback policy, and shareholder engagement .
Performance & Track Record
- 2024 operating highlights under CEO: Strong underlying sales growth (+9%); >$1B R&D; strategic portfolio actions including sale of Critical Care; positioned with TAVR, Mitral/Tricuspid, and emerging Structural Heart Failure and Aortic Regurgitation growth vectors .
- Committee assessment: CEO achieved/exceeded most 2024 objectives (strategy deployment, portfolio focus, culture); financial objectives not fully met but actions position company for long-term value creation .
Investment Implications
- Alignment: High at‑risk mix (options + PBRSUs + KODs) and ownership/holding policies signal strong pay-for-performance alignment; removal of FCF from 2025 annual plan increases emphasis on growth and profitability (Rev/EPS) .
- Retention vs. liquidity: Large unvested equity stack (RSUs/PBRSUs and unexercisable options) enhances retention; 2024 showed no option exercises by CEO and modest share vesting, limiting near-term selling signals; watch May anniversary cycles for potential 10b5‑1 activity .
- Downside protection and change risk: Double‑trigger CIC benefits (2x salary + 2x target bonus; equity acceleration) balance retention with shareholder safeguards (no tax gross‑ups; potential cutback) .
- Governance quality: Independent Chair, fully independent key committees, anti‑hedging/pledging, and strong stockholder support (~91% say‑on‑pay) reduce governance risk and potential overhang from dual CEO/director role .