Kieran Gallahue

About Kieran T. Gallahue

Independent director of Edwards Lifesciences since 2015; age 61. Former Chairman and CEO of CareFusion (2011–2015) with prior senior leadership at ResMed (CEO 2008–2011; President 2004–2011) and Nanogen (President/CFO 1998–2002). Serves on Edwards’ Audit Committee and is designated an audit committee financial expert by the Board. Background spans medical technology operations, finance, and corporate strategy, supporting board oversight of risk, reporting, and controls .

Past Roles

External Roles

Board Governance

• Independence: Board determined Gallahue is independent under NYSE rules; all directors except the CEO are independent. Independent directors meet in executive session at each regular Board and committee meeting .
• Committee assignments: Audit Committee member; each member is independent, financially literate, and an audit committee financial expert. Audit Committee held 10 meetings in 2024 .
• Attendance: Board held 11 meetings in 2024; each director attended at least 90% of Board and applicable committee meetings; all then-current directors attended the 2024 annual meeting .
• Board composition: Nine directors; average tenure ~5 years and average age ~64; none serve on >2 other public boards (Gallahue has one current other board) .
• Shareholder voting signals (2025 annual meeting):
  • Director election (Gallahue): For 460,549,643.49; Against 6,380,185.60; Abstain 2,228,875.44; Broker non-votes 28,460,642.92 .
  • Say-on-pay: For 412,893,480.47; Against 56,265,224.07; Broker non-votes 28,460,642.92 .

Fixed Compensation (Director)

• Retainer schedule (2024): Nonemployee director $85,000; Audit Chair $25,000; Audit Member $5,000; Comp & Gov Chair $20,000; additional meeting fees $1,500 per meeting exceeding thresholds (Board>10, Audit>10, Comp & Gov>7) .
• Deferral election: On May 8, 2024, Gallahue elected to receive 999 restricted shares in lieu of his cash retainer (vest on earlier of one year or next annual meeting) .

Performance Compensation (Company context for pay-for-performance oversight)

• Director equity awards: Nonemployee director RSUs vest 100% on earlier of one year from grant or next annual meeting; accelerated upon death/disability or change in control (with conditions). Standard annual RSU grant value $260,000 in 2024 (rounded to shares; Gallahue received 3,055 RSUs on May 8, 2024) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Audit committee financial expert; prior public company CFO experience (Nanogen); supports oversight of reporting controls and compliance .
• Medtech operations and strategy: Senior executive roles at CareFusion and ResMed; experience in global operations, risk management, marketing, and strategy .
• Governance experience: Chairs nominating & governance at Envista; multiple public board leadership roles .

Equity Ownership

• Unvested director equity (as of Dec 31, 2024): 3,055 RSUs (annual award 2024); 999 restricted shares (deferral of cash retainer) .
• Ownership guidelines: Nonemployee directors expected to hold at least $550,000 in EW stock; must hold 50% of net shares from equity awards until Board service ends; holding requirement does not apply to equity received in lieu of cash retainers .
• Hedging/pledging: Prohibited for Board members; strengthens alignment and reduces risk of collateral conflicts .

Insider Trades (Recent)

Governance Assessment

• Strengths

  • Clear independence and robust committee oversight; Audit Committee designation as financial expert reinforces control environment and risk management rigor .
  • High shareholder support for director election and strong say-on-pay approval signal confidence in governance and compensation oversight frameworks .
  • Director ownership guidelines and anti-hedging/pledging policies align board incentives with long-term shareholders and reduce collateralization risk .
  • Attendance and engagement: ≥90% meeting attendance; Audit Committee met 10 times, indicating active oversight .

• Watch items

  • Interlock risk appears limited (Envista non-overlapping to structural heart), and no related-party transactions disclosed for Gallahue; ongoing monitoring advisable as EW expands adjacent therapies .
  • Year-over-year director compensation increased modestly (cash $85,084→$90,005; equity $249,972→$259,950) consistent with retainer adjustments; no performance-tied director pay (time-based RSUs), so alignment relies on ownership and holding requirements rather than performance conditions .

RED FLAGS: None disclosed specific to Gallahue. Company-wide: no pledging/hedging by directors; related-party disclosure limited to a non-executive employment of an officer’s family member (not Gallahue) .

Appendix: Director Compensation Elements (Detail)

Say-on-Pay & Shareholder Feedback (Company-level signals)