Steven Loranger
Edwards LifesciencesAbout Steven R. Loranger
Steven R. Loranger, age 73, is an independent director of Edwards Lifesciences (EW) serving since 2016. He is a seasoned global manufacturing and operations executive, previously Chairman, President and CEO of ITT Corporation; interim CEO and President of Xylem Inc.; EVP and COO at Textron; and a senior executive at Honeywell/AlliedSignal . He serves on Edwards’ Compensation and Governance Committee and is not a committee chair . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ITT Corporation | Chairman, President & CEO | 2004–2011 | Led global industrial portfolio |
| Xylem Inc. | Interim CEO and President | 2013–2014 | Oversaw water technology operations |
| Textron Inc. | EVP & COO | 2002–2004 | Operations and industrial leadership |
| Honeywell/AlliedSignal | President & CEO, Engines, Systems & Services (and other executive roles) | 1981–2002 | High-tech, regulated industry operations |
External Roles
| Company | Role | Tenure | Committee Positions / Impact |
|---|---|---|---|
| Xylem Inc. | Director | 2011–2024 | Chair, Finance & Technology (2017–2024); Member, Leadership Development & Compensation (2018–2024); Audit (2011–2018); Nominating & Governance (2011–2017; Chair 2023–2024) |
| FedEx Corporation | Director | 2006–2014 | Board member |
| ITT Exelis, Inc. | Director | 2011–2013 | Board member |
Board Governance
- Committee assignments: Compensation and Governance Committee member; not a chair .
- Independence: Board determined Loranger is independent under NYSE rules .
- Attendance and engagement: In 2024, the Board held 11 meetings; each director attended at least 90% of Board and applicable committee meetings, and independent directors held executive sessions at each regularly scheduled Board and committee meeting .
- Board structure and sessions: Independent Chair; separate Chair/CEO roles; executive sessions presided over by independent Chair or committee chairs .
- Retirement policy: Directors generally not to stand for election after age 75 absent special Board approval .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $90,005 |
| Stock Awards ($) | $259,950 |
| Option Awards ($) | — |
| Total ($) | $349,955 |
- Director retainer structure (2024): Base nonemployee director annual retainer $85,000; Audit Committee Chair $25,000; Audit Committee Member $5,000; Compensation & Governance Committee Chair $20,000; additional meeting fees $1,500 per meeting beyond thresholds (Board >10, Audit >10, Compensation & Governance >7); Independent Chair receives $150,000 in RSUs in addition to annual grant (not applicable to Loranger) .
- Deferral election: Directors may elect restricted shares or options in lieu of cash retainers; options vest and are exercisable on grant; restricted shares vest at next annual meeting or one-year anniversary .
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting / Performance Metrics |
|---|---|---|---|---|
| RSUs (annual nonemployee director grant) | 05/08/2024 | 3,055 | $259,950 | 100% vests at earlier of one-year from grant or next annual meeting; time-based, no performance metrics |
| Restricted Shares (deferral of cash retainer) | 05/08/2024 | 999 | $85,005 | Vests at earlier of one-year from grant or next annual meeting; time-based, no performance metrics |
| Stock Options (2024 director grant) | — | — | — | No 2024 option award; deferral options available generally but not utilized by Loranger in 2024 |
Edwards does not tie nonemployee director equity to financial/ESG performance metrics; vesting is time-based. Clawback policy applies to incentive-based compensation generally; hedging/pledging of Edwards securities is prohibited for directors .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Loranger; only prior public boards are listed .
- Interlocks/potential conflicts: No related-person transactions disclosed for Loranger; Audit Committee reviews and approves Item 404 related-person transactions; only disclosure involves an executive’s family member (non-executive employee) . Independence reconsidered annually; no impairment noted for Loranger .
Expertise & Qualifications
- Global manufacturing and operations leadership in high-tech, regulated industries; cybersecurity and IT oversight; risk management; corporate strategy; finance and financial reporting .
- Decades leading innovation-focused corporations and serving on multiple public company boards and audit/compensation committees .
Equity Ownership
| Metric (As of Jan 31, 2025) | Value |
|---|---|
| Outstanding Shares Beneficially Owned | 71,318 |
| RSUs and Shares Underlying Options (within 60 days) | 13,143 |
| Total Beneficial Ownership (shares) | 84,461 |
| Ownership as % of Shares Outstanding | <1% (asterisked by company) |
| Director Stock Ownership Guideline | Expected to own ≥$550,000 in Edwards stock; must hold 50% of net shares from equity awards until Board service ends |
| Compliance Status | Not individually disclosed |
Outstanding Equity Awards (12/31/2024)
| Award | Grant Date | Exercise Price ($) | Vested & Outstanding (#) | Not Vested (#) |
|---|---|---|---|---|
| Stock Options | 05/18/2018 | 45.3167 | 5,739 | — |
| Stock Options | 05/08/2020 | 72.6133 | 4,134 | — |
| Stock Options | 05/05/2021 | 91.7700 | 3,270 | — |
| RSUs (annual) | 05/08/2024 | — | — | 3,055 (annual grant) |
| Restricted Shares (deferral of cash retainer) | 05/08/2024 | — | — | 999 |
Governance Assessment
- Strengths: Independent status; active committee member on Compensation & Governance; strong attendance (≥90%); prohibition on hedging/pledging; director equity structure promotes alignment; Board holds executive sessions of independent directors at each regularly scheduled Board and committee meeting; robust stock ownership guideline with holding requirement .
- Alignment: 2024 compensation skewed to equity ($259,950 RSUs vs. $90,005 cash), reinforcing long-term alignment; unvested RSUs/restricted shares subject to holding requirements after vesting .
- Potential risks/considerations: Age 73 near the 75 retirement guideline — succession and continuity planning relevant; not disclosed whether individual ownership guideline threshold ($550,000) is met, though beneficial ownership is sizable; no disclosed conflicts or related-party transactions tied to Loranger .
- RED FLAGS: None disclosed specific to Loranger (no related-party transactions, no hedging/pledging, no option repricing) .