Leslie Heisz

About Leslie Heisz

Leslie S. Heisz, age 64, has served on the Edwards Lifesciences (EW) Board since 2016 and is the Chair of the Audit Committee. She is a former Managing Director at Lazard Frères & Co., with prior leadership roles in investment banking and corporate finance at Dresdner Kleinwort Wasserstein/Wasserstein Perella, Salomon Brothers, and PricewaterhouseCoopers; she is recognized with NACD’s Directorship 100 award . The Board has affirmed her independence under NYSE rules, including consideration of her Kaiser board role and ordinary course business between Edwards and Kaiser; the Board concluded these relationships did not impair independence .

Past Roles

External Roles

Board Governance

• Chair, Audit Committee; members are Kieran T. Gallahue, David T. Feinberg, MD, and Ramona Sequeira. All Audit Committee members are independent, financially literate, and designated “audit committee financial experts”; the committee held 10 meetings in 2024 .
• The Audit Committee oversees financial reporting integrity, compliance, auditor independence/performance, internal audit, investment/hedging, and enterprise-wide risk (including manufacturing quality, product development systems, continuity of operations, treasury, legal and compliance, IT/cybersecurity); it reviews and approves or ratifies related-person transactions and has a published charter .
• Audit Committee report recommended inclusion of 2024 financial statements in the 10-K after oversight of PwC’s audit and independence .
• 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 .
• Governance practices include annual Board elections, majority voting with resignation policy, executive sessions of independent directors at each regularly scheduled Board and committee meeting, proxy access, 15% special meeting right, declassified board, and no supermajority voting or poison pill .
• Board affirmed independence of Ms. Heisz and specifically considered her position at Kaiser alongside ordinary course business between Edwards and Kaiser; independence was not impaired .

Fixed Compensation

• Nonemployee director retainers/fees schedule: $85,000 base; Audit Chair $25,000; Audit Member $5,000; Compensation & Governance Chair $20,000; $1,500 per meeting above thresholds; Non-Executive Independent Chairman $150,000 (granted in RSUs in addition to annual equity) .
• Directors may elect to receive restricted shares or stock options in lieu of cash retainers under the Deferral Election Program; meeting fees cannot be deferred .

Performance Compensation

• 2024 nonemployee director equity program: Board set annual RSU grant at ~$260,000 (rounded down to whole shares); Heisz received 3,055 RSUs on May 8, 2024 .
• Deferral Election Program mechanics: stock options granted at 4× share count equivalent of foregone cash (vest/exercisable at grant at FMV) or restricted shares equivalent to foregone cash; restrictions lapse at earlier of one year or next annual meeting, with standard acceleration .

Other Directorships & Interlocks

• None of the 2025 director nominees serve on more than two other public company boards, supporting bandwidth and engagement; Heisz is listed with two current public boards .

Expertise & Qualifications

• Capital markets, audit committee leadership, and risk oversight: extensive banking industry career and prior public company board/audit committee experience; brings international experience, finance, M&A, and regulatory/compliance expertise; praised for leadership as Audit Committee Chair .
• Audit committee financial expert designation under SEC rules (as a member of the Audit Committee) .
• NACD Directorship 100 recognition evidences governance profile .

Equity Ownership

• Option award grant/exercise price history includes: 2018 ($45.3167; 5,739 vested), 2020 ($72.6133; 3,099 vested), 2022 ($108.65; 2,209 vested), 2023 ($89.18; 1,795 vested) .
• Director stock ownership guidelines: minimum $550,000 in company stock; once met, directors must hold 50% of net shares acquired through vesting/exercise until Board service ends; hedging/pledging prohibited .

Governance Assessment

• Board effectiveness: Heisz chairs an active Audit Committee (10 meetings in 2024) with broad enterprise risk oversight and strong internal audit/compliance reporting lines; her audit financial expert status and capital markets background enhance financial reporting oversight and risk management .
• Independence and conflicts: The Board explicitly evaluated Heisz’s Kaiser role and Edwards’ ordinary course dealings with Kaiser and affirmed independence—reducing conflict risk; related-person transactions are reviewed by the Audit Committee .
• Engagement and attendance: Board met 11 times in 2024; all directors had ≥90% attendance and attended the annual meeting, signaling strong engagement; executive sessions of independent directors occur at every regular Board and committee meeting .
• Compensation alignment: Director pay leans toward equity (time-based RSUs with rigorous holding requirements), promoting alignment but without performance metrics (typical for directors); Heisz’s total comp rose modestly year-over-year consistent with retainer increase from $80k (2023 schedule) to $85k (2024 schedule) and annual RSU value from ~$250k to ~$260k .
• RED FLAGS: None apparent from disclosures; independence confirmed despite external roles, no pledging/hedging permitted, and robust ethics/compliance oversight. Watchlist item: ongoing monitoring of any Edwards–Kaiser transactions (Board concluded immaterial in 2024) .

Implication for investors: Heisz’s profile and role as Audit Chair support investor confidence in financial controls, risk oversight, and governance rigor; her multi-board experience appears within Board policy limits, and equity holding requirements strengthen alignment .