Leslie Davis
Edwards LifesciencesAbout Leslie C. Davis
Leslie C. Davis (age 66) is an independent director of Edwards Lifesciences, serving since 2024; she is President & CEO of the University of Pittsburgh Medical Center (UPMC) and brings 30+ years of health system operating leadership to the board. She serves on the Compensation and Governance Committee; the Board determined she is independent under NYSE rules, and all directors (including Davis) attended at least 90% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPMC | President & Chief Executive Officer | Since 2021 | Leads large integrated provider/insurer; deep operations and strategy experience relevant to complex healthcare environment |
| UPMC Health Services Division | EVP; SVP & COO | 2014–2021 | Oversight of health services operations and growth |
| UPMC Magee-Womens Hospital | President | 2004–2018 | Hospital leadership and service expansion |
| Thomas Jefferson University Hospital | VP, clinical affiliations/ambulatory/hospital ops | Not disclosed | Health system operations leadership |
| Mount Sinai Medical Center | Senior administrative positions | Not disclosed | Health system operations leadership |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | Other public company boards: 0 |
| UPMC | President & CEO | Since 2021 | Edwards does ordinary-course business with UPMC (see Related-Party analysis) |
Board Governance
- Committee assignments: Compensation & Governance Committee member; the committee (independent under NYSE) held six meetings in 2024. Chair: Paul A. LaViolette; members: Davis, Steven R. Loranger, Nicholas J. Valeriani.
- Independence: Board affirmatively determined Davis is independent; considered her CEO role at UPMC and ordinary-course dealings with Edwards but concluded independence was not impaired.
- Attendance: Board held 11 meetings in 2024; each director attended at least 90% of Board and applicable committee meetings during their tenure in 2024.
- Executive sessions/governance practices: Executive sessions of independent directors are held at each regularly scheduled Board and committee meeting; director stock ownership guidelines and a clawback policy are in place; pledging/hedging by directors is prohibited.
Fixed Compensation
| Item | 2024 Amount/Terms | Source |
|---|---|---|
| Fees earned or paid in cash (Director retainer and applicable meeting fees) | $85,000 | |
| Stock awards (grant-date fair value) | $259,950 | |
| Option awards | — | |
| Total | $344,950 |
Director fee schedule (for context, applies to all nonemployee directors in 2024):
| Retainer/Fees | Amount | Notes |
|---|---|---|
| Nonemployee Director annual retainer | $85,000 | Payable in cash; may elect equity in lieu (deferral program) |
| Non-Executive Independent Chair | $150,000 | Granted in RSUs in addition to annual equity award |
| Audit Committee Chair | $25,000 | — |
| Audit Committee Member | $5,000 | — |
| Compensation & Governance Committee Chair | $20,000 | — |
| Additional meeting fees | $1,500 per meeting | For meetings exceeding: Board 10; Audit 10; Comp & Gov 7 |
Notes: Additional Comp & Gov Committee meeting fees in 2024 were paid to Valeriani, LaViolette, Marsh; not to Davis.
Performance Compensation
Director equity is time-based (no performance metrics). Annual RSUs typically vest 100% at the earlier of one-year from grant or the next annual meeting; accelerate upon death, disability, or change of control.
Director equity awards (2024):
| Grant date | Award type | Shares/Units | Grant-date fair value | Vesting |
|---|---|---|---|---|
| 05/08/2024 | RSUs | 3,055 | $259,950 | 100% on earlier of 1-year anniversary or next annual meeting; accelerated on death/disability/CoC |
Performance metric table (director awards):
| Metric | Detail |
|---|---|
| Performance metrics tied to director awards | None; RSUs vest time-based as above |
Other Directorships & Interlocks
| Relationship | Nature | 2024 Volume/Materiality | Independence Impact |
|---|---|---|---|
| UPMC (Davis is CEO) | Edwards does ordinary-course business with UPMC | Comprised less than 0.5% of each of UPMC’s and Edwards’ revenues for 2024 | Board concluded no impairment of independence |
Expertise & Qualifications
- 30+ years in healthcare operations, developing businesses and services; provides practical, health-system perspective to Board strategy and industry risk discussions.
- CEO experience at a large integrated health system; insights into healthcare practitioner/patient dynamics amid evolving reimbursement and care delivery.
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | RSUs and Shares Underlying Options (acquirable within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Leslie C. Davis | — | — | — | * (<1%) |
Additional alignment details:
- Unvested RSUs outstanding at 12/31/2024: 3,055 (from 05/08/2024 grant).
- Director ownership guideline: expected to own Edwards stock equal to $550,000; once met, must hold 50% of net shares until service ends; equity taken in lieu of cash retainers exempt from holding requirement.
- No pledging/hedging of Edwards securities by directors allowed (policy).
Governance Assessment
Positives
- Independence with high engagement: Independent director; at least 90% attendance; active on Compensation & Governance Committee that met six times in 2024.
- Relevant operating expertise: Deep health system operations leadership as UPMC CEO enhances Board oversight in market access, provider dynamics, and patient-focused strategy.
- Pay alignment and ownership framework: Director pay mix emphasizes equity via time-based RSUs and robust ownership/holding guidelines; anti-pledging/hedging policy strengthens alignment with long-term shareholders.
Watch items
- Related-party exposure (managed): Edwards conducts ordinary-course business with UPMC (less than 0.5% of revenues for each in 2024); Board reviewed and maintained independence. Continue monitoring volumes and committee oversight of related-person transactions.
- Early-stage ownership: No beneficial ownership reported as of 1/31/2025 (new director in 2024); unvested RSUs indicate alignment ramping; monitor progress toward $550,000 ownership guideline.