2018 Guide to Effective Proxies

2.17.5 Elements of pay tables | 361 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES EXECUTIVE COMPENSATION AND OTHER INFORMATION Elements of Compensation Summary Element of Compensation Why We Pay this Element Compensation Committee’s Evaluation Criteria Base Salary • Provides fixed compensation component payable in cash • Provides a certain level of security and continuity from year to year • Helps attract and retain qualified executives • In addition to competitive data, the executive’s responsibilities, tenure, prior experience and expertise, individual performance, future potential and internal equity are considered Annual Cash Incentive Payment (see “Annual Cash Incentive Payment” section below) • Provides variable compensation component payable in cash to motivate and reward executives for performance against annually established corporate financial measures, operating and strategic goals and individual objectives • Recognizes executives based on their individual contributions • Is performance-based and not guaranteed • Incentive plan funding is determined by multiplying: Financial Measurement Achievement (based on revenue growth, net income and free cash flow targets set at the beginning of the year) X KOD Achievement (based on strategic, corporate and business unit objectives determined at the beginning of the year) X Individual Performance Objective Achievement (determined at the beginning of the year) Up to a maximum of 200% of pre-established Incentive Pay Objective Long-Term Incentive Awards • 55% Stock Options • 20% RSUs • 25% PBRSUs • Aligning executives’ interests directly with those of stockholders; provides executives with an incentive to manage the Company from the perspective of an owner • Stock options tie executive pay directly to stockholder value creation over the long term, promote executive retention, and are consistent with our focus on top-line growth, innovation and our longer-term investment horizon and product pipeline • RSUs promote stability and retention of our executives over the long term • PBRSUs are measured against relative TSR, which links compensation to our performance over a three-year period against the performance of other companies • Since RSUs and PBRSUs are paid in shares of Edwards stock, these awards also further link executives’ interests with those of our stockholders • Retains qualified employees • Is performance- or stock price-based and not guaranteed • The size and composition of long-term incentive awards are determined annually by the Compensation Committee taking into account competitive total direct compensation pay positioning guidelines using market reference data from the Comparator Group, along with the individual executive’s level of responsibilities, ability to contribute to and influence our long-term results, and individual performance 32 Edwards Lifesciences Corporation | 2018 Proxy Statement Total of 02 pages in section EDWARDS LIFESCIENCES CORPORATION