Nicholas Valeriani
Edwards LifesciencesAbout Nicholas J. Valeriani
Nicholas J. Valeriani, age 68, is the independent Chairman of the Board of Edwards Lifesciences (EW) and a member of the Compensation and Governance Committee; he has served as a director since 2014 and was appointed Chair effective at the May 2024 annual meeting . He is former CEO of the Gary and Mary West Health Institute and previously spent 34 years at Johnson & Johnson in senior roles including Worldwide Chairman, Medical Devices & Diagnostics, and Corporate Vice President, Human Resources . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gary and Mary West Health Institute | Chief Executive Officer | 2012–2015 | Member of the Boards of the West Health Institute and West Health Policy Center since 2012 |
| Johnson & Johnson | Company Group Chairman, Ortho Clinical Diagnostics; VP, Office of Strategy & Growth; various senior roles including Worldwide Chairman, MD&D and Corporate VP, HR | 2007–2012 (specific roles); 34 years total | Member of J&J Executive Committee; led global medical devices and diagnostics |
| Surgalign Holdings, Inc. (formerly RTI Surgical Holdings, Inc.) | Director; Chair, Compensation Committee; Member, Nominating & Governance; Member, Sciences & Technology Committee | 2016–2023 (Comp Chair 2019–2023; S&T 2016–2020) | Oversight across compensation, governance and technology |
| Sorrento Tech, Inc. (formerly Roka Bioscience, Inc.) | Director | 2015–2018 | Board service at a public diagnostics company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AgNovos Healthcare, LLC | Board Member | Since 2016 | Private medtech; strategic oversight |
| SPR Therapeutics, Inc. | Board Member | Since 2018 | Private neuromodulation company |
| Robert Wood Johnson University Hospital | Board Member | 2008–2016 | Non-profit healthcare board |
| Center for Medical Interoperability | Board Member | 2013–2015 | Health IT standards non-profit |
Board Governance
- Board role: Independent Chairman since May 2024; responsibilities include presiding over Board and stockholder meetings, calling meetings, liaising between CEO and independent directors, and setting agendas; available for direct consultation with major stockholders .
- Committee service: Compensation and Governance Committee member; not on the Audit Committee .
- Independence: Determined independent under NYSE rules; all directors other than the CEO are independent .
- Attendance and engagement: Board held 11 meetings in 2024; each director attended at least 90% of Board and applicable committee meetings during their tenure; independent directors meet in executive session at each regularly scheduled Board and committee meeting .
- Committee workload: Audit Committee held 10 meetings; Compensation & Governance Committee held 6 meetings in 2024 .
- Leadership structure: Roles of Chairman and CEO are separated, with Mr. Valeriani as independent Chair and Mr. Zovighian as CEO .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $86,500 | Includes additional meeting fees for Compensation & Governance Committee service |
| Base Nonemployee Director Cash Retainer | $85,000 | Program-level retainer; directors can elect equity in lieu of cash |
| Additional Meeting Fees | $1,500 per meeting over thresholds | Applies if meetings exceed 10 (Board), 10 (Audit), or 7 (Comp & Gov) |
Performance Compensation
| Award Type | Grant Date | Quantity | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU award | May 8, 2024 | 3,055 RSUs | $259,950 | 100% upon earlier of one-year anniversary or next annual meeting; accelerated on death/disability or change of control; post-vest holding requirements apply |
| Additional RSUs for Independent Chair | May 8, 2024 | 1,763 RSUs | $150,014 | Same vesting terms as above |
| Total Stock Awards (2024) | — | — | $409,964 | Sum reflected in Director Compensation Table |
Director equity awards are time-based RSUs; no performance-based RSUs/options were granted to nonemployee directors in 2024 .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Surgalign Holdings, Inc. (public) | Medtech | Director; Comp Chair | Former role; no EW-related transaction disclosed |
| Sorrento Tech, Inc. (public) | Diagnostics | Director | Former role; no EW-related transaction disclosed |
| AgNovos Healthcare, LLC (private) | Medtech | Board Member | No related person transaction disclosed |
| SPR Therapeutics, Inc. (private) | Neuromodulation | Board Member | No related person transaction disclosed |
- Related person transactions: The proxy discloses one related person transaction involving an executive’s family member (not Mr. Valeriani); no related person transactions are disclosed for Mr. Valeriani .
- Pledging/hedging: Company policy prohibits pledging or hedging by Board members .
Expertise & Qualifications
- 40 years of medical technology industry experience with deep operational leadership and corporate strategy background; contributes to oversight of patient-focused innovation and future investments .
- Extensive human capital management experience from global roles at Johnson & Johnson and public board service, supporting governance quality as Board Chair .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned (as of 1/31/2025) | RSUs and Shares Underlying Options (acquirable within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Nicholas J. Valeriani | 68,914 | — | 68,914 | <1% |
| Unvested Equity (as of 12/31/2024) | Quantity |
|---|---|
| Stock Awards Not Vested (RSUs) | 4,818 |
- Director stock ownership guidelines: Nonemployee directors are expected to own Edwards stock equal to $550,000 and hold 50% of net shares received upon vesting/exercise until Board service ends; hedging/pledging prohibited .
Insider Trades
| Date | Transaction | Shares | Price | Resulting Direct Holdings | Source |
|---|---|---|---|---|---|
| May 9, 2025 | Acquisition (Non-Open Market; Stock Award Grant) | 5,564 | $0.00 | 79,296 | |
| May 9, 2025 | Form 4 filed (index) | — | — | — |
Governance Assessment
- Alignment and independence: Independent Board Chair with separated CEO/Chair roles enhances oversight; independent director status and executive sessions at each meeting support strong governance .
- Attendance and engagement: Board met 11 times in 2024 and directors attended ≥90% of meetings; Compensation & Governance Committee met 6 times, indicating active governance workload .
- Pay and ownership alignment: Mix of modest cash retainers with meaningful RSU grants and a $150,000 RSU chair retainer, plus stringent ownership and holding requirements, aligns director interests with long-term shareholder value; pledging/hedging banned—a positive signal .
- Conflicts and related-party exposure: No related person transactions disclosed for Mr. Valeriani; independence affirmed—no red flags identified .
RED FLAGS: None disclosed for Mr. Valeriani (no pledging/hedging, no related-party transactions, strong attendance). Monitoring ongoing insider Form 4 filings confirms routine stock awards consistent with director compensation program .