Scott Ullem
Edwards LifesciencesAbout Scott Ullem
Scott B. Ullem, age 58, has been Corporate Vice President and Chief Financial Officer of Edwards Lifesciences since January 2014. He oversees finance, information technology, risk management, indirect sourcing, and corporate services, and previously served as CFO of Bemis and as a Managing Director at Goldman Sachs and Bank of America. He holds a bachelor’s degree from DePauw University and an MBA from Harvard Business School . Edwards delivered 2024 sales of $5.4 billion, up 9% underlying YoY, and its 2021 PBRSU cycle paid 117.11% based on 3-year relative TSR versus a SPSIHE subset; the 2024 annual incentive funded at 99% of target on 80% financial achievement and 124% KODs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bemis Company, Inc. | Chief Financial Officer; VP Finance | 2010–2013 | Led finance and IT; provided leadership for one business segment |
| Goldman Sachs | Managing Director (Investment Banking) | ~1991–2005 (17 years cumulative IB) | Advised on M&A and financings |
| Bank of America / Banc of America Securities | Managing Director; Co-head Diversified Industries | 2005–2008 | Led coverage; advised corporate clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Illumina, Inc. | Director | Current | Board service disclosed in executive bio |
| Berry Global Group, Inc. | Director; Committee member | 2016–2023 (prior) | Served on compensation, audit, capital allocation committees |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 704,816 | 743,421 | 774,333 |
| Target Bonus (“Incentive Pay Objective”) ($) | 545,000 | 570,000 | 625,000 |
| Maximum Bonus Opportunity ($) | 1,090,000 | 1,140,000 | 1,250,000 |
| Actual Cash Incentive Paid ($) | 319,643 | 546,003 | 525,938 |
| Target Bonus % of Salary | 77% (545k/704.8k) | 77% (570k/743.4k) | 81% (625k/774.3k) |
Performance Compensation
| Incentive Type | Metric(s) and Weighting | 2024 Target | 2024 Actual/Outcome | Payout / Vesting |
|---|---|---|---|---|
| Annual Cash Incentive (AIP) | Non-GAAP Revenue Growth 50%; EPS 30%; Free Cash Flow 20%; plus KODs and individual goals | Target per above | Financial achievement 80% of target; KODs 124%; corporate funding 99% of target | Individual payout reflected in “Actual Cash Incentive” above |
| PBRSUs (2021–2024 cycle) | 3-year relative TSR vs SPSIHE subset; threshold −7.5 pts, target median, max +7.5 pts | Target shares granted | Edwards TSR 1.71 pts above median | 117.11% of target paid May 2024 |
| Stock Options (2024 grant) | Absolute TSR alignment via option value | 65,500 options @ $85.84 (7-year term) | N/A (time-based vesting) | Retirement-eligible monthly vesting over 36 months; no single-trigger CIC acceleration |
| RSUs (2024 grant) | Time-based value retention | 11,075 RSUs | N/A (time-based vesting) | 25% annually over 4 years; double-trigger CIC acceleration |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Outstanding shares beneficially owned (direct/indirect) | 273,485 |
| RSUs and options deliverable within 60 days | 251,303 |
| Total beneficial ownership (including within-60-day) | 524,788 |
| % of shares outstanding (Total/587,864,897) | ~0.089% (derived) |
| Options exercisable at 12/31/2024 | 245,360 |
| Options unexercisable at 12/31/2024 | 138,840 |
| Unvested RSUs at 12/31/2024 | 23,394 |
| Unearned PBRSUs at 12/31/2024 | 29,150 |
| 2024 option exercises / value realized | 51,515 shares; $2,221,842 |
| 2024 stock awards vested / value realized | 14,394 shares; $1,230,457 |
| Stock ownership guideline | 3× base salary for NEOs; 50% net shares hold until met |
| Compliance | All NEOs satisfy or are in compliance with holding requirements |
| Pledging/Hedging | Prohibited for Section 16 officers/executive leadership; none reported |
Vesting schedules and alignment:
- Options: 7-year term; monthly vesting over 36 months for retirement-eligible executives; no single-trigger CIC; double-trigger or award termination required for acceleration .
- RSUs: 25% annually over 4 years; double-trigger CIC acceleration; death/disability accelerates .
- PBRSUs: 3-year performance period; 0–175% payout based on relative TSR vs SPSIHE subset .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Company discloses it does not have employment agreements with NEOs (other than prior CEO); NEOs covered by Severance Plan and CIC agreements |
| Severance Plan (not CIC) | Cash severance equals 1.5× monthly compensation plus 4% of monthly compensation × whole months of service, capped at 2× prior 12 months compensation; coordinates with CIC agreement |
| Change-in-Control (CIC) | Double-trigger for severance and equity acceleration; no excise tax gross-ups; awards accelerate upon termination in CIC or award termination in transaction |
| Clawback | Policy for recovery of erroneously awarded/incentive-based compensation under Board oversight |
Potential payments upon CIC termination (illustrative as of FY2023 assumptions):
| Component | Mr. Ullem |
|---|---|
| Salary Severance | $1,460,000 |
| Bonus Severance | $1,140,000 |
| Pro Rata Bonus (2023) | $570,000 |
| Stock Option Acceleration | $50,069 |
| RSU Acceleration | $1,467,603 |
| PBRSU Acceleration | $1,864,313 |
| Medical/Dental Continuation | $132,924 |
| Outplacement | $50,000 |
| Total | $6,734,909 |
Involuntary termination (not CIC) cash severance (FY2023): $380,817 .
Investment Implications
- Compensation alignment: AIP tied to revenue/EPS/FCF with KODs and individual objectives; PBRSUs tied to relative TSR; 2024 corporate funding at 99% and PBRSU cycle at 117.11% indicate moderate pay-for-performance alignment .
- Retention and supply overhang: Significant unvested equity (RSUs 23.4k; PBRSUs 29.2k; options unexercisable 138.8k) and retirement-eligible monthly option vesting through May 2027 (~1,820 options/month on 2024 grant) suggest steady vesting-related sales potential, though holdings guidelines require retention of 50% net shares until compliance is met .
- Ownership and alignment: Beneficial ownership totals 524,788 shares (~0.089% of outstanding), with prohibited pledging/hedging and robust ownership guidelines (3× salary) supporting alignment and reducing risk of levered share overhangs .
- Change-in-control economics: Double-trigger CIC design and no excise tax gross-ups constrain windfalls; potential CIC package for Ullem (~$6.7M) is primarily equity-driven, which encourages value creation but does provide downside protection .
- Trading signals: 2024 option exercises (51.5k shares; $2.22M) and annual vesting cadence imply periodic insider sale activity; monitor upcoming vest dates and Form 4 filings around May option grants for incremental supply .