New Edwards Lifesciences (NYSE: EW) CFO to receive $925K salary and major equity
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Edwards Lifesciences Corporation filed a Form 8-K announcing that Theodora (“Doretta”) Mistras has been appointed Corporate Vice President and Chief Financial Officer, effective May 29, 2026, succeeding Scott B. Ullem. The company highlights her prior experience as CFO of Viatris and senior roles in healthcare investment banking.
Under her offer letter, Mistras will receive a base salary of $925,000, a target annual bonus of at least 100% of base salary under the Edwards Lifesciences Incentive Plan, and a $2,013,000 sign-on bonus subject to pro-rata repayment if she departs within 24 months in certain circumstances. She will also receive $8,000,000 in restricted stock units vesting over three years, an initial 2026 annual equity award valued at $4,500,000, severance protections of at least one times salary and target bonus plus a pro-rated bonus and $50,000 in outplacement benefits, and reimbursement of up to $15,000 in legal fees and relocation costs.
Positive
- None.
Negative
- None.
Insights
Edwards discloses a planned CFO succession with a competitive pay package.
Edwards Lifesciences is executing a CFO transition from long-serving executive Scott Ullem to Theodora Mistras, who brings recent public-company CFO experience at Viatris and a long background in healthcare investment banking. The move follows Ullem’s previously announced transition plans, signaling an orderly succession.
The compensation package is substantial, combining a $925,000 salary, a sign-on bonus of $2,013,000, and equity grants totaling $12.5M in initial RSUs and 2026 awards. Vesting and severance terms, including at least one times salary and target bonus and accelerated vesting in certain terminations, are typical for a large-cap CFO and designed to retain the executive.
Overall this reads as a standard leadership transition with market-aligned incentives rather than a signal of strategic change. The key factors for investors will arise later from how Mistras influences capital allocation, investment priorities, and financial communication, which are not detailed in this disclosure.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CFO base salary: $925,000 annually
Sign-on bonus: $2,013,000
Initial RSU award: $8,000,000 grant-date value
+4 more
7 metrics
CFO base salary
$925,000 annually
Base salary for Theodora Mistras under Offer Letter
Sign-on bonus
$2,013,000
Cash sign-on bonus payable after start date
Initial RSU award
$8,000,000 grant-date value
Restricted stock units vesting over three years
2026 annual equity award
$4,500,000 grant-date value
Target equity award for fiscal year 2026
Outplacement benefits
$50,000
Outplacement services if severance benefits are triggered
Legal fee reimbursement
$15,000
Cap on reimbursed legal fees related to employment
Severance floor
1x salary + 1x target bonus
Minimum non-change-in-control cash severance multiple
Key Terms
restricted stock units, Change-in-Control Severance Agreement, Edwards Lifesciences Incentive Plan, Regulation FD Disclosure, +1 more
5 terms
restricted stock units financial
"the Company will grant Ms. Mistras an award of Company restricted stock units (“RSUs”) with a grant date value of $8,000,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Change-in-Control Severance Agreement financial
"Cause (as defined in the Company’s form of Change-in-Control Severance Agreement (“CIC Agreement”))"
Edwards Lifesciences Incentive Plan financial
"eligible to participate in the Edwards Lifesciences Incentive Plan (the “EIP”) with a target annual bonus amount"
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
severance benefits financial
"If Ms. Mistras is entitled to severance benefits under any such severance plan"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 2, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
(949 ) 250-2500
(Registrant's telephone number, including area code)
| N/A | ||
(Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2026, Edwards Lifesciences Corporation, a Delaware corporation (the “Company”), announced that Theodora Mistras has been appointed as the Corporate Vice President, Chief Financial Officer of the Company, effective May 29, 2026, to succeed Scott B. Ullem in that position.
Ms. Mistras, age 44, has served as Chief Financial Officer of Viatris, Inc. (NASDAQ: VTRS), a global pharmaceutical and healthcare corporation, since March 1, 2024. Prior to joining Viatris, Inc. as CFO-elect in January 2024, Ms. Mistras was Managing Director, Healthcare Investment Banking at Citigroup Global Markets from September 2019 to December 2023 and prior to that was Managing Director, Healthcare Investment Banking at Goldman Sachs, where she spent over 15 years in their investment banking healthcare group.
In connection with her appointment as Corporate Vice President, Chief Financial Officer, Ms. Mistras and the Company entered into an Offer Letter on May 2, 2026 (the “Offer Letter”). The Offer Letter does not provide for a specified term and provides for an at-will employment relationship.
Pursuant to the Offer Letter, Ms. Mistras will receive a base salary at a rate of $925,000 annually and will be eligible to participate in the Edwards Lifesciences Incentive Plan (the “EIP”) with a target annual bonus amount of not less than 100% of her then current annual base salary rate. Ms. Mistras will also receive a sign-on bonus of $2,013,000 promptly after her start date, and Ms. Mistras has agreed to repay a pro-rata portion of such bonus should she voluntarily terminate her employment, or should the Company terminate her employment for misconduct, within 24 months following her start date.
In addition, the Company will grant Ms. Mistras an award of Company restricted stock units (“RSUs”) with a grant date value of $8,000,000. The RSUs will be scheduled to vest 43.75% on the first anniversary of her start date, 50% on the second anniversary of her start date, and 6.25% on the third anniversary of her start date, with vesting in each case subject to Ms. Mistras’ continued employment with the Company through that date. The RSUs will be granted under the Company’s Long-Term Stock Incentive Compensation Program. Ms. Mistras’ initial RSU award will vest in full should the Company terminate Ms. Mistras’ employment other than for Cause (as defined in the Company’s form of Change-in-Control Severance Agreement (“CIC Agreement”), filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2012), should Ms. Mistras resign from employment with the Company for Good Reason (as defined in the CIC Agreement), or should Ms. Mistras’ employment with the Company terminate due to her death or disability (subject, other than in connection with a termination due to death, to Ms. Mistras providing the Company with a general release of claims).
Ms. Mistras will also be eligible to receive annual equity awards while employed by the Company consistent with the Company’s annual equity awards for its executives generally, with the grant date value of her annual equity award for fiscal year 2026 to be $4,500,000. Ms. Mistras will also be provided with a CIC Agreement and will be entitled to non-change-in-control severance protections under any severance plan applicable to the Company’s Leadership Committee. If Ms. Mistras is entitled to severance benefits under any such severance plan (and not in circumstances covered by the CIC Agreement), her severance benefits will not be less than one times her annual rate of base salary plus one times her target annual EIP bonus amount, a pro-rated EIP bonus for the year in which the termination of employment occurs, and $50,000 in outplacement benefits. Ms. Mistras will also be reimbursed for up to $15,000 of legal fees as well as reimbursement for her costs to relocate from New York, New York to the Orange County, California area.
The foregoing summary of the Offer Letter is qualified in its entirety by the text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
There are no arrangements or understandings between Ms. Mistras and any other persons pursuant to which she was selected as an officer of the Company. There are also no family relationships between Ms. Mistras and any
2
director or executive officer of the Company, and Ms. Mistras does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On May 4, 2026 the Company issued a press release announcing the appointment of Ms. Mistras as the Corporate Vice President, Chief Financial Officer of the Company. A copy of the press release is furnished as Exhibit 99.1, and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8–K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |||||||
| 10.1 | Offer Letter between Theodora Mistras and Edwards Lifesciences Corporation, dated May 2, 2026. | |||||||
| 99.1 | Press Release, issued on May 4, 2026, announcing Chief Financial Officer appointment. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EDWARDS LIFESCIENCES CORPORATION | ||||||||||||||
| By: | /s/ Mark D. Peterson | |||||||||||||
| Mark D. Peterson | ||||||||||||||
Date: May 4, 2026 | Corporate Vice President, General Counsel | |||||||||||||
4
EXHIBIT 99.1
 | Edwards Lifesciences Corporation One Edwards Way · Irvine, CA USA · 92614 Phone: 949.250.2500 · Fax: 949.250.2525 www.edwards.com | ||||
FOR IMMEDIATE RELEASE
Media: Amy Meshulam, media@edwards.com
Investors: Gerianne Sarte, investor_relations@edwards.com
EDWARDS LIFESCIENCES ANNOUNCES APPOINTMENT OF CFO
IRVINE, Calif., May 4, 2026 – Edwards Lifesciences (NYSE: EW) today announced the appointment of Theodora (“Doretta”) Mistras as the company’s corporate vice president and chief financial officer (CFO), effective at the end of May. Mistras will succeed Scott Ullem, who announced in October his planned transition from the CFO role.
Mistras joins Edwards from Viatris, where she has served as CFO since March 2024, leading the company’s global finance organization and overseeing financial planning, reporting and operational finance across a complex, global business. Prior to Viatris, she was a managing director in healthcare investment banking at Citigroup Global Markets, and earlier in her career held senior leadership roles in healthcare investment banking at Goldman Sachs. Mistras brings decades of healthcare leadership experience helping guide corporate boards and executive teams on corporate finance, strategy and investor relations. She holds a bachelor’s degree in international studies from the University of Pennsylvania and a bachelor’s degree in economics from the Wharton School.
“We are very pleased to welcome Doretta to Edwards as our next CFO,” said Bernard Zovighian, Edwards’ CEO. “Doretta’s broad experience will be instrumental as we execute our differentiated strategy. We look forward to her leadership as we continue to invest in innovation, and also deliver distinguished and durable financial results and long-term value to patients, customers, shareholders and the broader healthcare ecosystem.”
Ullem has served as Edwards’ CFO since 2014. “We would like to once again thank Scott for his outstanding leadership, partnership and impact,” Zovighian added. “His commitment to a thoughtful transition and his continued support as a strategic advisor in the months ahead
reflects the discipline and continuity that have long defined Edwards’ approach to leadership. We are grateful for Scott’s numerous contributions over the years that have helped to strengthen our company both strategically and financially.”
About Edwards Lifesciences
Edwards Lifesciences is the leading global structural heart innovation company, driven by a passion to improve patient lives. Through breakthrough technologies, world-class evidence and partnerships with clinicians and healthcare stakeholders, our employees are inspired by our patient-focused culture to deliver life-changing innovations to those who need them most. Discover more at www.edwards.com and follow us on LinkedIn, Facebook, Instagram and YouTube.
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements made by Mr. Zovighian regarding Mistras’ experience being instrumental to the Edwards strategy to deliver long-term value to our stakeholders, the commencement of Mistras’ appointment in May 2026 and other statements that are not historical facts. Forward-looking statements are based on estimates and assumptions made by management of the company and are believed to be reasonable, though they are inherently uncertain and difficult to predict. Our forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement. Investors are cautioned not to unduly rely on such forward-looking statements.
Forward-looking statements involve risks and uncertainties that could cause results to differ materially from those expressed or implied by the forward-looking statements based on a number of factors as detailed in the company's filings with the Securities and Exchange Commission. These filings, along with important safety information about our products, may be found at Edwards.com.
Forward-looking statements involve risks and uncertainties that could cause results to differ materially from those expressed or implied by the forward-looking statements based on a number of factors as detailed in the company's filings with the Securities and Exchange Commission. These filings, along with important safety information about our products, may be found at Edwards.com.
Edwards, Edwards Lifesciences, and the stylized E logo, are trademarks of Edwards Lifesciences Corporation or its affiliates. All other trademarks are the property of their respective owners.
# # #
FAQ
What CFO change did Edwards Lifesciences (EW) announce in this Form 8-K?
Edwards Lifesciences announced that Theodora (“Doretta”) Mistras will become corporate vice president and chief financial officer, effective May 29, 2026. She will succeed longtime CFO Scott B. Ullem, who previously announced his planned transition, ensuring an orderly handover of the company’s finance leadership.
What is the base salary and bonus opportunity for Edwards Lifesciences’ new CFO?
Theodora Mistras will receive a base salary of $925,000 per year and a target annual bonus of at least 100% of that salary under the Edwards Lifesciences Incentive Plan. This structure ties a significant portion of her total cash compensation to the company’s performance.
What sign-on compensation will the new Edwards Lifesciences (EW) CFO receive?
Mistras will receive a $2,013,000 cash sign-on bonus shortly after her start date. If she resigns voluntarily or is terminated for misconduct within 24 months, she must repay a pro-rata portion of this bonus, aligning the payment with medium-term retention objectives.
What equity awards are granted to the new Edwards Lifesciences CFO?
Edwards will grant Mistras restricted stock units with a grant-date value of $8,000,000 that vest 43.75% after one year, 50% after two years, and 6.25% after three years. She is also slated to receive a 2026 annual equity award valued at $4,500,000.
What severance protections does Edwards Lifesciences provide to its new CFO?
If eligible for severance outside of a change-in-control scenario, Mistras will receive at least one times her annual base salary, one times her target annual bonus, a pro-rated bonus for the year of termination, and $50,000 in outplacement services, plus certain change-in-control protections via a separate agreement.
What additional benefits and reimbursements are offered to the new Edwards Lifesciences (EW) CFO?
Edwards Lifesciences will reimburse Mistras up to $15,000 of legal fees related to her employment arrangements and cover her relocation costs from New York, New York to the Orange County, California area. These benefits support her transition into the new role and geographic move.