Edwards Lifesciences Corp 8-K

What Happened
Edwards Lifesciences filed an 8-K on May 4, 2026 announcing that Theodora Mistras will be appointed Corporate Vice President, Chief Financial Officer effective May 29, 2026, succeeding Scott B. Ullem. The company and Ms. Mistras executed an Offer Letter dated May 2, 2026 establishing an at‑will employment relationship and compensation and severance arrangements.

Key Details

• Base salary: $925,000 per year; target annual bonus: at least 100% of base salary.
• Sign-on cash bonus: $2,013,000 (pro‑rata repayable if she leaves voluntarily or is terminated for misconduct within 24 months).
• Equity: initial RSU award with grant-date value $8,000,000 vesting 43.75% at 1 year, 50% at 2 years, 6.25% at 3 years; FY2026 annual equity award grant-date value: $4,500,000.
• Severance/benefits: will receive a Change‑in‑Control (CIC) agreement; non‑CIC severance at least 1× base salary + 1× target bonus, pro‑rated bonus for the year of termination, $50,000 outplacement, up to $15,000 legal fee reimbursement and relocation reimbursement.

Why It Matters
A CFO change is material to company leadership and investor oversight of financial strategy and reporting. The filing identifies Ms. Mistras’ recent healthcare finance background (CFO of Viatris since March 2024; prior senior roles at Citigroup and Goldman Sachs) and lays out significant compensation and equity that will affect executive expense and potential future share dilution. The Offer Letter is at‑will but includes protections (CIC and non‑CIC severance and accelerated vesting in certain termination circumstances) that investors should note when considering governance and potential future compensation expense.