Wayne Markowitz
Edwards LifesciencesAbout Wayne Markowitz
Wayne T. Markowitz (age 53) is General Manager and Senior Vice President, Surgical Structural Heart, at Edwards Lifesciences, joining in August 2023 with responsibility across R&D, operations, marketing, commercial, clinical and regulatory initiatives; he brings 20+ years of medtech leadership at Siemens Healthineers, Johnson & Johnson, and Boston Scientific spanning cardiovascular and neurovascular therapies . In 2024 Edwards delivered $5.4B in sales (+9% underlying) and achieved annual cash incentive funding at 99% of target (financial achievement at 80% and Key Operating Drivers at 124%); 2021 PBRSUs paid at 117.11% of target based on 3‑yr relative TSR, contextualizing the pay-for-performance environment during his tenure . The company prohibits pledging/hedging and maintains executive stock ownership guidelines and a double‑trigger CIC framework with clawback provisions, aligning leadership incentives with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Siemens Healthineers AG | Worldwide EVP & Global Head of Endovascular Robotics | 2020–2023 | Led global endovascular robotics; cross‑regional leadership in U.S., Europe, Japan |
| Johnson & Johnson | General management and leadership roles | 2014–2020 | General management across multiple therapeutic areas; global scope |
| Boston Scientific | Functional leadership roles | “for a decade” (years not disclosed) | Built experience across cardiovascular, neurovascular, plastics, sterilization, vision |
External Roles
| Organization | Role | Years |
|---|---|---|
| Octane OC | Board Member | 2024–present |
| Massachusetts Medical Device Industry Council | Prior Board Member | Years not disclosed |
Fixed Compensation
Not disclosed for Markowitz in the proxy (he is not a Named Executive Officer). Executive program features (for context): Edwards emphasizes at‑risk pay, with minimum three‑year vesting for equity and robust ownership/holding requirements; no excise tax gross‑ups; clawback policy in place .
Performance Compensation
Edwards’ 2024 incentive design and outcomes (company‑wide framework applies to executives, with individual objectives layered per role):
| Plan/Instrument | Metric | Weighting/Structure | Target | Actual/Outcome | Payout/Notes |
|---|---|---|---|---|---|
| Annual Cash Incentive (AIP) | Financial Achievement (Revenue Growth, EPS, FCF on non‑GAAP basis) | 50% Revenue, 30% EPS, 20% FCF | Target | 80% of target (financial) | Contributes to funding |
| Annual Cash Incentive (AIP) | 2024 Key Operating Drivers (KODs) vs Strategic Imperatives | Company KODs | Target | 124% | Contributes to funding |
| Annual Cash Incentive (AIP) | Overall Corporate Funding | Aggregates financial × KODs × individual objectives | 100% | 99% of target (corporate funding) | Final NEO payouts also reflect individual performance |
| PBRSUs (2014 Plan) | 3‑yr Relative TSR vs SPSIHE Subset | Threshold 25%, Target 100%, Max 175% | April 30, 2021–April 30, 2024 | 1.71 pts above median TSR → 117.11% payout | Payout in May 2024 |
| PBRSUs (2024 grants) | 3‑yr Relative TSR vs SPSIHE Subset | Threshold −7.5 pts=25%; Target=100%; +7.5 pts=175% | Apr 30, 2024–Apr 30, 2027 | Ongoing | Cliff vest at end of period |
Additional design detail:
- Long-term incentives historically weighted 50% stock options, 25% PBRSUs, 25% time‑based RSUs for NEOs (except specific cases), supporting both absolute (options) and relative (PBRSUs) TSR alignment .
- Equity awards are typically sized/approved at the Compensation & Governance Committee meeting immediately preceding the May annual meeting .
Equity Ownership & Alignment
- Stock Ownership Guidelines and Holding: CEO 6× salary; other NEOs 3× salary; must retain 50% of net shares until guideline met; prohibition on pledging/hedging for directors, Section 16 officers, and executive leadership team .
- Group Ownership Context: All current directors and executive officers as a group beneficially owned 2,030,273 shares (0.34% of outstanding) as of Jan 31, 2025 .
- Clawback: Company maintains a recoupment policy for incentive-based compensation .
Vesting and potential supply cadence:
- Options: 7‑year term; non‑retirement‑eligible grants vest 25% annually over 4 years; retirement‑eligible vest monthly over 36 months; no single‑trigger CIC acceleration .
- RSUs: 25% annually over 4 years; no single‑trigger CIC acceleration .
- PBRSUs: 3‑year performance period, cliff vest based on relative TSR .
- Grant timing generally around May, implying annual vesting points often cluster around May anniversaries (subject to trading windows/10b5‑1 plans) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change‑in‑Control (CIC) Severance Agreements | Applies from 6 months before to 24 months after a CIC; benefits payable on “double trigger” (involuntary termination without cause or resignation for good reason). “Cause” and “good reason” defined (material duty breach; injurious conduct; felony; or material diminution/relocation >50 miles/reduction in comp/benefits; failure of successor to assume; company breach) . |
| Equity on CIC | No single‑trigger vesting; unvested awards vest if both CIC and qualifying termination occur or if awards are terminated in the transaction (double trigger) . |
| Severance Plan (non‑CIC) | Cash severance equals 1.5× monthly compensation plus 4% of monthly compensation × whole months of service; capped at 2× prior 12‑month annual compensation; requires release of claims . |
| Clawback | Policy to recoup incentive-based compensation . |
| Hedging/Pledging | Prohibited for directors, Section 16 officers, and executive leadership team . |
Employment & Contracts
- Start date and role: Joined Edwards in August 2023 as GM & SVP, Surgical Structural Heart .
- Contract terms: Individual offer/contract economics (e.g., base salary, target bonus, sign‑on equity/bonuses) for Markowitz are not disclosed in the proxy; executives participate in the company-wide AIP and LTI frameworks described above .
Performance & Track Record
- Business context (2024): FDA approval and U.S. launch of EVOQUE tricuspid valve; SAPIEN 3 Ultra RESILIA launched in Europe; positive EARLY TAVR and TRISCEND II results; completed key acquisitions; sold Critical Care to BD for $4.2B to focus on structural heart .
- Stock-performance linkage: PBRSU vesting outcomes and design are tied to relative TSR vs SPSIHE Subset; 2014–2024 plan features emphasize pay-for-performance alignment .
- Note: The proxy does not break out division-level results attributable to Markowitz personally.
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited (mitigates alignment risk) .
- CIC acceleration: Double trigger only; no excise tax gross‑ups; no option repricing (governance-friendly) .
- Clawback: In place (mitigates misconduct risk) .
- Insider trading policy: Formal policy filed; covers directors/officers/employees and trading windows .
Compensation Committee & Peer Practices (context)
- Independent consultant: Semler Brossy; no other services; Committee reviews comparator group, trends, and total comp positioning .
- LTI emphasis: On average 72% of target total direct comp for NEOs in 2024 was long‑term incentives, reinforcing retention and alignment .
Investment Implications
- Alignment and retention: Strong structural alignment via ownership guidelines, clawback, and double‑trigger CIC. Annual May grant cadence with multi‑year vesting creates predictable vesting points (potential supply around May anniversaries subject to trading plans) .
- Performance sensitivity: AIP tied to revenue/EPS/FCF and KODs; PBRSUs hinge on 3‑yr relative TSR, amplifying sensitivity to both execution and peer‑relative performance; 2024 corporate funding at 99% suggests balanced outcomes despite financial achievement at 80% .
- Strategic scope: Markowitz oversees Surgical Structural Heart within a company now singularly focused on structural heart post‑Critical Care divestiture—execution on product cadence, clinical evidence, and adoption will be pivotal drivers of incentive outcomes and potential insider liquidity events tied to vesting .