David Feinberg

About David T. Feinberg

Independent director of Edwards Lifesciences since July 10, 2024; age 63. Feinberg is Chairman of Oracle Health (formerly Cerner) since 2022, and previously served as President & CEO of Cerner (2021–2022), VP of Google Health (2019–2021), President & CEO of Geisinger Health (2015–2019), and President & CEO of UCLA Health (2011–2019); he spent 20+ years on the UCLA faculty . Education: BA in Economics (UC Berkeley), MD (Chicago Medical School), MBA (Pepperdine) . He is independent under NYSE rules and currently serves on Edwards’ Audit Committee; the Board appointed him and nominated him for re‑election in 2025 .

Past Roles

External Roles

Board Governance

• Independence and committee: Independent director; Audit Committee member. The Audit Committee’s members (including Feinberg) are deemed financially literate and audit committee financial experts; the committee met 10 times in 2024 .
• Attendance: The Board held 11 meetings in 2024; each director attended at least 90% of Board and applicable committee meetings during their 2024 tenure .
• Board structure: Independent Chair (Nicholas Valeriani); independent directors meet in executive session at each regularly scheduled Board and committee meeting .
• Refreshment: Feinberg was appointed after a third‑party search; nomination aligned with Edwards’ need for health IT and health system expertise .
• Independence assessment of potential interlocks: The Board specifically considered Feinberg’s board role at Oracle Health and the nature/volume of ordinary course business between Edwards and Oracle Health, concluding independence was not impaired .

Fixed Compensation (Director)

Notes: Retainers are paid in advance; mid‑year appointees receive pro‑rated amounts .

Performance Compensation (Director Equity)

Program design: Standard annual equity for nonemployee directors is RSUs with ~$260,000 grant‑date value (3,055 units on May 8, 2024 for seated directors); non‑executive Chair receives additional $150,000 RSUs (not applicable to Feinberg) . No director stock options granted in 2024 to Feinberg .

Total 2024 director compensation for Feinberg: $291,444 (cash $75,000; stock awards $216,444) .

Other Directorships & Interlocks

• Current public company board: Humana Inc.; committee leadership as Chair of Clinic Quality Committee and member of NG&S Committee .
• Health IT leadership: Chairman, Oracle Health; Edwards’ Board determined ordinary course transactions with Oracle Health did not impair independence .
• Prior public boards: Douglas Emmett, OSI Systems .

Expertise & Qualifications

• Clinical operator and physician leader with deep health system experience (UCLA, Geisinger) and digital/health IT expertise (Google Health, Oracle Health) .
• Audit Committee financial expert designation; provides health tech, cybersecurity/data, operations, and risk oversight perspectives .

Equity Ownership

Governance Assessment

• Strengths for investor confidence

  • Independent Audit Committee member and audit committee financial expert; Audit Committee met 10x in 2024, indicating active oversight .
  • Extensive health system and health IT background aligns with Edwards’ strategic focus and risk landscape (digital/IT, data, cybersecurity, clinical adoption) .
  • Board governance practices are strong: independent Chair, majority voting, executive sessions each meeting, clawback policy, and prohibition on hedging/pledging .
  • Attendance: At least 90% during 2024 tenure across Board/committees for all directors, supporting engagement .

• Conflicts/related parties

  • Board reviewed Feinberg’s role at Oracle Health and ordinary course business with Edwards; concluded independence not impaired .
  • 8‑K upon appointment disclosed no related‑party transactions requiring Item 404(a) disclosure; standard indemnification agreement to be executed .

• Compensation and alignment

  • Director pay mix weighted to equity (time‑based RSUs) with annual vesting to align with shareholders; 2024 total for Feinberg was $291,444 (pro‑rated), with $216,444 equity .
  • Stock ownership guideline of $550,000 for directors promotes longer‑term alignment; holding requirement in place .

• RED FLAGS / Watch items

  • Short board tenure and low reported beneficial ownership as of Jan 31, 2025 (0 shares) reflect recent appointment; monitor guideline progress over time .
  • External roles include Chair at Oracle Health and a Humana directorship; while independence was affirmed, investors may monitor any evolving commercial ties or data partnerships between Edwards and those entities .

Appendix: Board/Committee Activity & Director Compensation Framework