SEC Form DEF 14A filed by Colfax Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

ENOVIS CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

 

Proxy Statement

and

Notice of Annual Meeting

June 7, 2022 at 3:00 pm Eastern Time

 

Notice of 2022  Annual Meeting  of Stockholders

Tuesday, June 7, 2022

3:00 p.m. Eastern Time

Via live webcast at

www.virtualshareholdermeeting.com/ENOV2022

To Our Stockholders:

Notice is hereby given that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Enovis Corporation (“Enovis”) will be held via live webcast at www.virtualshareholdermeeting.com/ENOV2022 on Tuesday, June 7, 2022 at 3:00 p.m. Eastern Time, for the following purposes:

 

1.	To elect the eleven members of the Board of Directors named in the attached proxy statement;

 

2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

 

3.	To approve the compensation of our named executive officers on an advisory basis (“say-on-pay”);

 

4.	To approve an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan; and

 

5.	To consider any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.

The accompanying proxy statement describes the matters to be considered at the Annual Meeting. Only stockholders of record at the close of business on April 18, 2022 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow us to furnish our proxy materials and our annual report to stockholders on the Internet. We believe that posting these materials on the Internet enables us to provide our stockholders with the information that they need more quickly while lowering our costs of printing and delivery and reducing the environmental impact of our Annual Meeting.

We are holding the Annual Meeting in a virtual-only format this year. We believe that this is the right choice for Enovis and its stockholders, as it provides expanded stockholder access, improves communications, and, given the ongoing COVID-19 pandemic, promotes the health and safety of participants by allowing them to participate from any location. To attend, participate in, and vote during the Annual Meeting, stockholders of record must go to the meeting website at www.virtualshareholdermeeting.com/ENOV2022 and enter the control number found on their proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”). If you are a beneficial stockholder who owns common stock in street name, meaning through a bank, broker or other nominee, and your voting instruction form or Notice indicates that you may vote those shares through the http://www.proxyvote.com website, then you may attend, participate in, and vote during the Annual Meeting using the 16-digit control number indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.

As a stockholder of Enovis, your vote is important. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote your shares at your earliest convenience and thank you for your continued support of Enovis Corporation.

Dated: April 28, 2022

By Order of the Board of Directors

Brian P. Hanigan

Secretary

Table of Contents

 

PROXY SUMMARY			1
Corporate Social Responsibility and Sustainability			5
Proxy Statement for Annual Meeting of Stockholders			8
PROPOSAL 1 ELECTION OF DIRECTORS			9
Director Qualifications			9
Nominees for Director			10
Vote Required			13
Board Recommendation			13
CORPORATE GOVERNANCE			14
Director Independence			14
Board of Directors and its Committees			14
Compensation Committee Interlocks and Insider Participation			16
Identification of Director Candidates and Director Nomination Process			16
Board Leadership Structure			17
Board Evaluation Process			17
Board’s Role in Risk Oversight			17
Standards of Conduct			18
Certain Relationships and Related Person Transactions			19
Contacting the Board of Directors			19
DIRECTOR COMPENSATION			20
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
Independent Registered Public Accounting Firm Fees and Services			23
Audit Committee’s Pre-Approval Policies and Procedures			24
Vote Required			24
Board Recommendation			24
AUDIT COMMITTEE REPORT			25
COMPENSATION DISCUSSION AND ANALYSIS			26
Executive Summary			26
Determination of Executive Compensation and Performance Criteria			30
Elements of Our 2021 Executive Compensation Program			31
COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE REPORT			41
EXECUTIVE COMPENSATION			42
Summary Compensation Table			42
Grants of Plan-Based Awards for 2021			43
Outstanding Equity Awards at 2021 Fiscal Year-End			45
Option Exercises and Stock Vested During Fiscal 2021			48
Nonqualified Deferred Compensation			49
Potential Payments Upon Termination or Change of Control			54
CEO PAY RATIO DISCLOSURE			55
EQUITY COMPENSATION PLAN INFORMATION			56
DELINQUENT SECTION 16(A) REPORTS			57

PROPOSAL 3 APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”)			58
Why You Should Approve Our Executive Compensation Program			58
Vote Required			58
Board Recommendation			58
PROPOSAL 4 APPROVAL OF AN AMENDMENT TO THE ENOVIS CORPORATION 2020 OMNIBUS INCENTIVE PLAN			59
Share Request Background			59
Highlights of the Amended 2020 Plan			59
Summary of Material Terms of the 2020 Plan			60
Share Usage			63
Federal Income Tax Consequences			64
Existing Plan Benefits to Named Executive Officers and Others			66
Registration with the SEC			68
Equity Compensation Plan Information			68
Why You Should Approve the Amendment to the Enovis Corporation 2020 Omnibus Incentive Plan			68
Vote Required			68
Board Recommendation			68
BENEFICIAL OWNERSHIP OF OUR COMMON STOCK			69
GENERAL MATTERS			71
Outstanding Stock and Voting Rights			71
Stockholder Proposals and Nominations			72
Delivery of Documents to Stockholders Sharing an Address			72
Additional Information			73
Other Matters			73
Appendix A			A-1
Appendix B			B-1

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

Annual Meeting of Stockholders

 

Date and Time:		Tuesday, June 7, 2022 at 3:00 p.m., Eastern Time
Location:		Via live webcast at www.virtualshareholdermeeting.com/ENOV2022
Record Date:		April 18, 2022

 

Availability of Proxy Materials – Use of Notice and Access

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on June 7, 2022: Our Annual Report to Stockholders and this Proxy Statement are available at www.proxyvote.com.

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission, we have elected to provide stockholders access to our proxy materials primarily over the Internet. Accordingly, on or about April 28, 2022, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to vote at the Annual Meeting as of the close of business on April 18, 2022, the record date of the meeting. The Notice includes instructions on how to access our proxy materials over the Internet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Who May Vote

You may vote if you were a stockholder of record at the close of business on April 18, 2022, the record date.

How to Cast Your Vote

You can vote by any of the following methods:

 

		Via the internet (www.proxyvote.com) through June 6, 2022;
		By telephone (1-800-690-6903) through June 6, 2022;
		By completing, signing and returning your proxy by mail in the envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NJ 11717 by June 6, 2022; or
✓		Via virtual attendance and voting at the Annual Meeting. To attend the Annual Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/ENOV2022 and enter your control number. Once admitted, you may vote by following the instructions available on the meeting website. If you are a beneficial stockholder who owns shares in street name and have questions about your control number or how to obtain one, please contact the bank, broker or other nominee who holds your shares.

If you are a beneficial stockholder who owns your shares in street name, the availability of online or telephone voting may depend on the voting procedures of the organization that holds your shares.

 

				- 2022 Proxy Statement				1

Voting Matters

We are asking you to vote on the following proposals at the Annual Meeting:

 

Proposal		Board Vote Recommendation		Page Reference
Proposal 1 – Election of Directors		FOR each director nominee		9
Proposal 2 – Approval of Auditor		FOR		23
Proposal 3 – Say-on-Pay		FOR		58
Proposal 4 – Approval of amendment to Enovis Corporation  2020 Omnibus Incentive Plan		FOR		59

Board and Governance Highlights

 

◾

Balanced Board tenure with five new independent directors appointed since 2020

 

◾

82% independent Board with four female and three racially or ethnically diverse directors

 

◾

Amended Corporate Governance Guidelines in 2021 to further emphasize our commitment to seeking highly qualified female and minority director candidates, which had previously been codified in our Nominating and Corporate Governance Committee Charter

 

◾

Amended the Compensation Committee charter to rename the Committee as the “Compensation and Human Capital Management Committee” (the “CHCM Committee”) and to reflect the Committee’s expanded oversight role of the Company’s strategies and policies related to the Company’s employees

 

◾

Rigorous stock ownership requirements for officers and directors

 

◾

Anti-hedging, anti-pledging, and clawback policies

 

2				- 2022 Proxy Statement

Board Nominees (page 10)

The following table provides summary information about each director nominee:

 

Name

Age

Director Since

Occupation

Independent

Committee Memberships

Other Public Boards

Mitchell P. Rales

65

1995

Chairman of the Board, Enovis Corporation Chairman of the Executive Committee, Danaher Corporation

ü

N/A

◾ Danaher Corporation ◾ ESAB Corporation

Matthew L. Trerotola

55

2015

President and Chief Executive Officer, Enovis Corporation

N/A

None

Barbara W. Bodem(1)

54

2022

Interim Chief Financial Officer, Dentsply Sirona Inc.

ü

Audit

◾ Turning Point Therapeutics, Inc. ◾ Syneos Health, Inc.

Liam J. Kelly

56

2020

President and Chief Executive Officer, Teleflex Incorporated

ü

Nominating

◾ Teleflex Incorporated

Angela S. Lalor(1)

56

2022

Senior Vice President – Human Resources, Danaher Corporation

ü

CHCM

None

Philip A. Okala

53

2021

Chief Operating Officer, University of Pennsylvania Health Systems

ü

Audit

None

Christine Ortiz(1)

51

2022

Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology

ü

Nominating

◾ Mueller Water Products, Inc.

A. Clayton Perfall

63

2010

Operating Executive, Tailwind Capital

ü

Audit (Chair)

None

Brady Shirley(1)

56

2022

Chief Operating Officer, Enovis Corporation

N/A

None

Rajiv Vinnakota

51

2008

President, Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation)

ü

CHCM Nominating (Chair)

◾ ESAB Corporation

Sharon Wienbar

60

2016

Former Venture Partner, Scale Venture Partners

ü

CHCM (Chair)

◾  Resideo Technologies, Inc. ◾ Covetrus, Inc.

 

(1)

In connection with the separation of Enovis Corporation and ESAB Corporation, which together previously formed Colfax Corporation, on April 4, 2022, Barbara Bodem, Angela Lalor, Christine Ortiz and Brady Shirley joined our Board, and Patrick W. Allender, Rhonda L. Jordan and Didier Teirlinck resigned from our Board and joined the Board of ESAB Corporation.

 

				- 2022 Proxy Statement				3

Our eleven director nominees are comprised of current directors with diverse backgrounds, skills and experience, which the Board believes contributes to the effective oversight of the Company. The following charts summarize the diversity, skills and experience of our Board members:

 

 

Skills and Attributes

 

Current or former CEO, CFO or COO

9/11

Other public company board experience

7/11

Related MedTech industry experience

9/11

Broad international experience

7/11

Extensive M&A or capital markets experience

8/11

Diverse (female or racially/ethnically diverse)

6/11

Technology/IT/Innovation experience

7/11

Organizational management and leadership development

11/11

Finance, accounting or risk management experience

7/11

 

4				- 2022 Proxy Statement

In accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”), to be elected each director nominee must receive a majority of the votes cast with respect to that director’s election. Incumbent directors nominated for election by the Board are required, as a condition to such nomination, to submit a conditional letter of resignation to the Chairman of the Board. In the event that a nominee for director does not receive a majority of the votes cast at the Annual Meeting with respect to his or her election, the Board will promptly consider whether to accept or reject the conditional resignation of that nominee, or whether other action should be taken. The Board will then take action and will publicly disclose its decision and the rationale behind it no later than 90 days following the certification of election results.

Corporate Social Responsibility and Sustainability

Our corporate social responsibility (“CSR”) and sustainability program is organized around identifying, assessing and managing on an ongoing basis the environmental, social and governance (“ESG”) factors that are relevant to our long-term financial performance. Our sustainability program takes into account the interests of our key stakeholder constituencies, including our employees, customers, communities and stockholders. ESG issues that we focus on across the Company include workplace health and safety, energy efficiency, waste management, climate risk, human capital management, diversity and inclusion, supply chain management, business ethics and compliance, and data privacy and protection.

In March 2021, we published our inaugural CSR Report, which can be accessed on our website at www.enovis.com on the Investors page under the Corporate Governance Tab. Following our announcement in March 2021 of the planned separation of our medical technology and fabrication technology businesses into two independent public companies, each business began to plan for its own standalone CSR program tailored to its unique characteristics, priorities and stakeholders. At the same time, we continued to build on the progress we had made last year, as highlighted below.

The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

 

 

 

		Governance; Community Involvement and Corporate Citizenship   We take ESG-related risks and opportunities into account in our strategic decision-making, both by the Board and management.

 

◾

ESG matters are managed and monitored by senior management throughout the year. The Board exercises oversight over ESG matters at the full Board level and through our relevant committees.

 

◾

Under its charter, our Nominating and Corporate Governance Committee is expressly tasked with reviewing the Company’s undertakings with respect to ESG matters, including our role as a corporate citizen and policies and programs relating to health, safety and sustainability matters. An ESG update is included as a standing agenda item at each Nominating and Corporate Governance Committee Meeting.

 

◾

In 2020, we amended our Nominating and Corporate Governance Committee charter to further reflect our commitment to actively seeking out highly qualified women and minority director candidates, as well as candidates with diverse backgrounds, experiences and skills as part of each director search the Company undertakes. In 2021, we amended our Corporate Governance Guidelines to include the same commitment therein.

 

◾

Our Audit Committee charter expressly tasks the Audit Committee with the review and oversight of the Company’s policies with respect to risk assessment and risk management related to information technology and cybersecurity.

 

◾

At least once a quarter, management provides the Audit Committee with an update on cybersecurity. In 2021, at the direction of the Audit Committee, the Company engaged an external consulting firm to conduct a comprehensive information security assessment of the Company’s businesses. The results of the assessment were presented to the Audit Committee. The Company has developed action plans to implement recommended improvements and provides regular updates to the Audit Committee on its progress.

 

◾

The Company maintains a robust information security training and compliance program, which includes, among other things, regular phishing awareness training.

 

				- 2022 Proxy Statement				5

◾

We recently amended the Compensation Committee charter to rename the Committee as the “Compensation and Human Capital Management Committee” and to reflect the Committee’s expanded oversight role of the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity, inclusion, pay equity, corporate culture, talent development and retention.

 

◾

We believe in giving back to our communities and supporting other worthwhile initiatives that contribute to the betterment of society. We encourage all of our sites to participate in a “Creating Better in the Community Day.” The initiative is led by our local teams and employees are provided with an additional day of paid time off to participate.

 

◾

After a one year hiatus due to the pandemic, we resumed our annual DJO Marine Open charitable golf outing in 2021, raising over $120,000 to benefit the Marine Corps Scholarship Foundation. Since its inception in 2003, this event has raised more than $1.5 million.

 

 

 

		Health, Safety and Environment   The protection of human health, personal safety and environmental quality rank at the highest level of importance to Enovis.

 

◾

Our full Board reviews our safety initiatives at the start of each regularly scheduled board meeting.

 

◾

In addition, our executive leadership team reviews safety matters with our site leaders on a regular and ongoing basis, and our safety initiatives and safety performance are discussed and highlighted with all Enovis associates at each quarterly town hall meeting.

 

◾

From the outset of the COVID-19 global pandemic, maintaining the health and safety of our associates has been a top priority. We quickly implemented health and safety protocols based on CDC, WHO and other applicable guidelines at all of our sites. In addition, we established a robust communications and feedback plan, led by our executive COVID-19 crisis response team.

 

◾

In 2021, we expanded our highly successful Summer of Safety program to a year-long campaign that focuses on a different safety topic each month of the year. This program is designed to increase awareness of safety risks at work and home, and to create an appropriate continuous reminder throughout the year. Key components of the program include:

 

–

CEO communications to announce the monthly focus area

 

–

Discussion topics and activities, which are incorporated into daily management meetings or other processes

 

–

Use of QR codes for feedback and safety improvement suggestions

 

◾

We encourage our business units to set objectives for key environmental aspects, such as lowering energy and water use, and eliminating hazardous substances.

 

◾

Our Enovis site in Austin, Texas was selected by the Austin Water Environmental Protection Division for the second year in a row to receive the Excellence in Pretreatment Award, which recognizes businesses who exhibit environmental stewardship by proactively preventing pollution and managing wastewater discharge.

 

 

 

		Human Capital; Diversity, Equity and Inclusion; Human Rights and Supply Chain   As an equal opportunity employer, we are committed to a diverse workforce.

 

◾

We have strengthened our diversity, equity and inclusion (DE&I) programs to include a DEI Council, proactive training, affinity groups and an increased focus in recruiting and talent development.

 

◾

We conduct an annual global associate engagement survey to gather associate feedback. We share the survey results with all associates, and managers conduct formal focus groups and discussions with their teams to implement action plans to address key areas for improvement.

 

◾

We have publicly stated our commitment to respecting human rights across all of our business operations in accordance with the Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work.

 

 

◾

To further emphasize our commitment to human rights, we recently adopted a Global Human Rights Policy, which is available on our website at www.enovis.com on the Investors page under the Corporate Governance tab.

 

6				- 2022 Proxy Statement

Auditor Ratification (page 23)

We ask our stockholders to approve the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022. Below is summary information about fees paid or due to be paid to Ernst & Young LLP for services provided in 2021 and 2020:

 

Fee Category (fees in thousands)		2021				2020
Audit Fees		$	6,849			$	5,575
Audit-Related Fees			3,175				–
Tax Fees			301				646
All Other Fees			–				4
TOTAL		$	10,325			$	6,225

Executive Compensation (page 26)

We strive to create a compensation program for our associates, including our executives, that provides a compelling and engaging opportunity to attract, retain and motivate the best talent. We believe this results in performance-driven leadership that is aligned to achieve our financial and strategic objectives with the intention to deliver superior long-term returns to our stockholders. Our compensation program includes the following key features:

 

◾

We link rewards to performance and foster a team-based approach by setting clear objectives that, if achieved, will contribute to our overall success;

 

◾

We emphasize long-term stockholder value creation by using stock options and performance-based restricted stock units, in combination with a stock ownership policy, to deliver long-term compensation incentives while minimizing risk-taking behaviors that could negatively affect long-term results;

 

◾

We set Annual Incentive Plan operational and financial performance targets based on the results of our Board’s strategic planning process and corporate budget, and provide payouts that vary significantly from year-to-year based on the achievement of those targets; and

 

◾

We believe the design of our overall compensation program, as well as our internal controls and policies, serve to limit excessive risk-taking behavior, as described further on page 38.

Say-on-Pay: Advisory Vote to Approve the Compensation of our Named Executive Officers (page 58)

We are asking our stockholders to approve on an advisory basis the compensation of our named executive officers. We believe our compensation programs and practices are appropriate and effective in implementing our compensation philosophy, and our focus remains on linking compensation to performance while aligning the interests of management with those of our stockholders.

 

				- 2022 Proxy Statement				7

Proxy Statement for Annual Meeting of Stockholders

 

 

 2022 Annual Meeting

 

 

We are furnishing this Proxy Statement (the “Proxy Statement”) in connection with the solicitation by the Board of Directors (the “Board”) of Enovis Corporation (hereinafter, “Enovis,” “we,” “us” and the “Company”) of proxies for use at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, June 7, 2022, at 3:00 p.m. Eastern Time, and at any adjournments or postponements thereof. The Board has made this Proxy Statement and the accompanying Notice of Annual Meeting available on the Internet. We first made these materials available to the Company’s stockholders entitled to vote at the Annual Meeting on or about April 28, 2022.

 

 

 About Enovis Corporation

 

 

Enovis Corporation (formerly Colfax Corporation) is an innovation-driven medical technology growth company dedicated to developing clinically differentiated solutions that generate measurably better patient outcomes and transform workflows. Powered by a culture of continuous improvement, global talent and innovation, the Company’s extensive range of products, services and integrated technologies fuel active lifestyles in orthopedics and beyond.

On April 4, 2022, the Company completed its previously announced separation of its formerly owned fabrication technology business into an independent, publicly traded company, ESAB Corporation. Immediately following the separation, the Company effected its previously announced reverse stock split of all issued and outstanding shares of Enovis common stock at a one-for-three ratio. On April 5, 2022, Enovis common stock began trading on the New York Stock Exchange (NYSE) under the symbol ENOV.

Our principal executive office is located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. Our telephone number is (302) 252-9160 and our website is located at enovis.com.

Any references herein to “Colfax” refer to the Company as it existed prior to the separation.

 

8				- 2022 Proxy Statement

Proposal 1		Election of Directors

Eleven director nominees will be elected at the Annual Meeting, each to serve until the next annual meeting of the Company and until his or her successor is duly elected and qualified. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following persons to serve as directors for the term beginning at the Annual Meeting on June 7, 2022: Mitchell P. Rales, Matthew L. Trerotola, Barbara W. Bodem, Liam J. Kelly, Angela S. Lalor, Philip A. Okala, Christine Ortiz, A. Clayton Perfall, Brady Shirley, Rajiv Vinnakota, and Sharon Wienbar. All nominees are currently serving on the Board.

Director Qualifications

 

 

 Nominating Committee Criteria for Board Members

 

 

The Nominating and Corporate Governance Committee considers, among other things, the following criteria in selecting and reviewing director nominees:

 

◾

personal and professional integrity;

 

◾

skills, business experience and industry knowledge useful to the oversight of the Company based on the perceived needs of the Company and the Board at any given time;

 

◾

the ability and willingness to devote the required amount of time to the Company’s affairs, including attendance at Board and committee meetings;

 

◾

the interest, capacity and willingness to serve the long-term interests of the Company and its stockholders; and

 

◾

the lack of any personal or professional relationships that would adversely affect a candidate’s ability to serve the best interests of the Company and its stockholders.

Pursuant to its charter, the Nominating and Corporate Governance Committee also reviews, among other qualifications, the perspective, broad business judgment and leadership, business creativity and vision, and diversity of potential directors, all in the context of the needs of the Board at that time. We believe that Board membership should reflect diversity in its broadest sense, including persons diverse in geography, gender, and ethnicity, and we seek independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions.

The charter of the Nominating and Corporate Governance Committee affirmatively recognizes diversity as one of the criteria for consideration in the selection of director nominees, and in its deliberations and discussions concerning potential director appointments the Nominating and Corporate Governance Committee has paid particular attention to diversity together with all other qualifying attributes. The Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified women and minority director candidates, as well as candidates with diverse backgrounds, experiences and skills, as part of each director search that our Company undertakes. In addition, the Nominating and Corporate Governance Committee annually considers its effectiveness in achieving these objectives as a part of its assessment of the overall composition of the Board and as part of the annual Board evaluation process described further below, which includes a director skills matrix to identify areas of director knowledge and experience that may benefit the Board in the future. That information is used as a part of the director search and nomination process. The Nominating and Corporate Governance Committee looks for candidates with the expertise, skills, knowledge and experience that, when taken together with that of other members of the Board, will lead to a Board that is effective, collegial and responsive to the needs of the Company.

 

 

 Board Member Service

 

 

The biographies of each of the nominees below contain information regarding the experiences, qualifications, attributes or skills that the Nominating and Corporate Governance Committee and the Board considered in determining that the person should serve as a director

 

				- 2022 Proxy Statement				9

of the Company. The Board has been informed that all of the nominees listed below are willing to serve as directors, but if any of them should decline or be unable to act as a director, the individuals named in the proxies may vote for a substitute designated by the Board, or the Board may determine to reduce the size of the Board. The Company has no reason to believe that any nominee will be unable or unwilling to serve.

In determining to nominate Ms. Bodem for election, the Nominating and Corporate Governance Committee and the Board took into account that Ms. Bodem has recently agreed to serve as interim chief financial officer of Dentsply Sirona Inc. (“Dentsply”). The Nominating and Corporate Governance Committee and Board determined that, as a result of Ms. Bodem’s extensive experience in the medical technology industry, including her finance and audit committee experience, her service on the Board provides valuable knowledge and skills as the Company works to create a high-value, high-growth medtech business, and therefore that she should be nominated for re-election to the Board. In reaching this conclusion, the Nominating and Corporate Governance Committee noted particularly that Ms. Bodem’s role at Dentsply is temporary, that Dentsply has initiated a search to identify a permanent chief financial officer, and that Ms. Bodem has informed Dentsply that she does not wish to be considered as a candidate for the permanent chief financial officer position.

Nominees for Director

The names of the nominees for director, their ages as of April 27, 2022, principal occupations, employment and other public company board service during at least the last five years, periods of service as a director of the Company, and the experiences, qualifications, attributes and skills of each nominee are set forth below:

 

MITCHELL P. RALES
Age 65   Director since: 1995   CHAIRMAN OF THE BOARD   INDEPENDENT   Committees:   •  None		Mitchell P. Rales is a co-founder of the Company and has served as a director of the Company since its founding in 1995. He is the Chairman of our Board of Directors. Mr. Rales is a co-founder and has served as a member of the board of directors of Danaher Corporation, a global science and technology company, since 1983 and as Chairman of Danaher’s Executive Committee since 1984, and also served as a member of the board of directors of Fortive Corporation, a diversified industrial growth company that was spun-off from Danaher, from 2016 to June 2021. He has been a principal in a number of private business entities with interests in manufacturing companies and publicly traded securities for over 25 years. Mr. Rales was instrumental in the founding of our Company and has played a key leadership role on our Board since that time. He helped create the Danaher Business System, on which the Enovis Growth Excellence (EGX) Business System is modeled, and has provided critical strategic guidance to the Company during its development and growth. In addition, as a result of Mr. Rales’ substantial ownership stake in our Company, he is well-positioned to understand, articulate and advocate for the rights and interests of the Company’s stockholders.

 

MATTHEW L. TREROTOLA
Age 55   Director since: 2015   Committees:   • None		Matthew L. Trerotola has been our President and Chief Executive Officer and has served as a director of the Company since July 2015. Prior to joining the Company, Mr. Trerotola was an Executive Vice President and a member of DuPont’s Office of the Chief Executive, responsible for DuPont’s Electronics & Communications and Safety & Protection segments. Mr. Trerotola also had corporate responsibility for DuPont’s Asia-Pacific business. Many of Mr. Trerotola’s roles at DuPont involved applying innovation to improve margins and accelerate organic growth in global businesses. Prior to rejoining DuPont in 2013, Mr. Trerotola had served in leadership roles at Danaher since 2007, and was most recently Vice President and Group Executive for Life Sciences. Previously, Mr. Trerotola was Group Executive for Product Identification from 2009 to 2012, and President of the Videojet business from 2007 to 2009. While at McKinsey & Company from 1995 to 1999, Mr. Trerotola focused primarily on helping industrial companies accelerate growth. Mr. Trerotola’s day-to-day leadership of the Company, combined with his significant international business experience and familiarity with EGX, gives the Board an invaluable Company-focused perspective supplemented by his global operational expertise.

 

10				- 2022 Proxy Statement

BARBARA W. BODEM
Age 54   Director since: 2022   INDEPENDENT   Committees:   • Audit		Barbara W. Bodem has served as a director of the Company since April 4, 2022. Ms. Bodem currently serves as Interim Chief Financial Officer at Dentsply Sirona Inc., a role she accepted in April 2022 to support Dentsply on a short-term basis as it completes its search for a permanent chief financial officer. She previously served as Senior Vice President and Chief Financial Officer at Hillrom, a global medical technology company, from 2018 until its acquisition by Baxter International Inc. in 2021, and as the Senior Vice President of Finance at Mallinckrodt Pharmaceuticals, a pharmaceutical manufacturer, from 2015 to 2018. Ms. Bodem has also served in senior finance roles for Hospira, Inc. and Eli Lilly & Company. She currently serves as a director of Turning Point Therapeutics, Inc., a clinical-stage precision oncology company, where she is chair of the audit committee and a member of the compensation committee, and Syneos Health, Inc., an integrated biopharmaceutical solutions company, where she is a member of the audit committee. Ms. Bodem received both her Bachelor of Science in Finance and MBA from Indiana University. Ms. Bodem’s extensive experience in the medical technology industry, as well as her experience as a public company chief financial officer and as an audit committee member on other public company boards, is a significant asset to our Board and Audit Committee.

 

LIAM J. KELLY
Age 56   Director since: 2020   INDEPENDENT   Committees:   • Nominating and Corporate Governance		Liam J. Kelly has served as a director of the Company since January 1, 2020. Mr. Kelly has served as the Chairman, President and Chief Executive Officer of Teleflex Incorporated, a global provider of medical technology products, since May 1, 2020. Prior to that Mr. Kelly held the office of President and Chief Executive Officer of Teleflex since January 1, 2018. Since joining Teleflex in 2009, Mr. Kelly has held a variety of senior leadership roles. From May 2016 to December 2017, Mr. Kelly served as Teleflex’s President and Chief Operating Officer and from April 2015 to April 2016, he served as Executive Vice President and Chief Operating Officer. Prior to joining Teleflex, Mr. Kelly held various senior level positions with Hill-Rom Holdings, Inc., a medical device company, from October 2002 to April 2009, serving as its Vice President of International Marketing and R&D from August 2006 to February 2009. As a result of his significant experience in the medical technology industry, Mr. Kelly brings a valuable perspective to our Board.

 

ANGELA S. LALOR
Age 56   Director since: 2022   INDEPENDENT   Committees:   •  CHCM		Angela S. Lalor has served as a director of the Company since April 4, 2022. Ms. Lalor served as Senior Vice President, Human Resources, of Danaher Corporation from 2012 until April 1, 2022, when she moved into an advisory role at Danaher until her planned retirement in the first quarter of 2023. Prior to Danaher, Ms. Lalor served at 3M for 22 years in a series of roles of progressive responsibility, including her final role as Senior Vice President of Human Resources for the company. Ms. Lalor holds a B.A. in Psychology from University of Northern Iowa and an M.A. in Industrial Relations and Human Resources from the University of Iowa. Ms. Lalor’s experience as a global human resources leader for two public companies that have significant international operations and portfolios of healthcare businesses brings a valuable perspective to our Board. In addition, Ms. Lalor’s experience in leading organizational and talent strategy and development programs at Danaher will be a significant asset to the Compensation and Human Capital Management Committee of the Board.

 

PHILIP A. OKALA
Age 53   Director since: 2021   INDEPENDENT   Committees:   •  Audit		Philip A. Okala has served as a director of the Company since February 22, 2021. Mr. Okala has served as the Chief Operating Officer of the University of Pennsylvania Health Systems, a network of leading hospitals and associated care facilities serving Philadelphia County and the surrounding area, since 2017. Prior to this role, Mr. Okala held various positions with Penn Medicine since 2007, including serving as Senior Vice President for Business Development from 2013 to 2017. Before joining Penn Medicine, Mr. Okala held various positions with other healthcare organizations including System Vice President of the Cancer Service Line at Geisinger Health System, Vice President for Clinical Strategic Planning at Roswell Park Cancer Institute and management positions at the University of Texas MD Anderson Cancer Center. He is a Fellow in the American College of Healthcare Executives and currently serves on the boards of the Hospital and Healthsystem Association of Pennsylvania, Holy Child School at Rosemont and Vizient Mid-Atlantic Region. Mr. Okala’s experience as a hospital executive who has led major health system initiatives for strategic marketing positioning, overseen the expansion of clinical service lines and facilitated the growth of the Penn Medicine health system, including through successful mergers and strategic alliances, brings an important perspective to our Board.

 

				- 2022 Proxy Statement				11

CHRISTINE ORTIZ
Age 51   Director since: 2022   INDEPENDENT   Committees:   • Nominating and Corporate Governance		Dr. Christine Ortiz has served as a director of the Company since April 4, 2022. Dr. Ortiz is the Morris Cohen Professor of Materials Science and Engineering at the Massachusetts Institute of Technology, where she has made pioneering advancements in the areas of biotechnology, biomaterials, and nanotechnology. The author of more than 200 scholarly publications, she has supervised research projects across multiple academic disciplines, received 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded to her by President George W. Bush, and served as the Dean for Graduate Education at MIT from 2010 to 2016. She is the founder of an innovative, nonprofit, post-secondary educational institution, Station1. Dr. Ortiz earned a Bachelor of Science degree from Rensselaer Polytechnic Institute and a Master of Science degree and a Doctor of Philosophy degree from Cornell University, each in the field of materials science and engineering. She also serves as a director of Mueller Water Products, a publicly traded water infrastructure and technology company. Dr. Ortiz’s deep knowledge of cutting-edge developments in biotechnology and biomaterials brings a valuable perspective to the Board and the Company’s focus on innovative medical technologies.

 

A. CLAYTON PERFALL
Age 63   Director since: 2010   INDEPENDENT   Committees:   • Audit (Chair)		A. Clayton Perfall has served as a director of the Company since September 21, 2010. He is currently an Operating Executive of Tailwind Capital, a private equity fund manager focused on growing middle market companies in the Healthcare, Technology, Business Services and Industrial services sectors. He previously served as the Chairman and Chief Executive Officer of Archway Marketing Services, Inc., a provider of marketing logistics and fulfillment services, from 2008 through 2013. From 2001 until 2008 Mr. Perfall served as the Chief Executive Officer and as a member of the board of directors of AHL Services, Inc. Mr. Perfall also served as the Chief Executive Officer of Union Street Acquisition Corp. from 2006 until 2008. He served as the Chief Financial Officer of Snyder Communications, Inc. from 1996 until 2000 and was previously a partner with a large international accounting firm. Mr. Perfall currently serves on the board of directors of the private company Distinct Holdings Group, LLC and previously served on the boards of directors of Comstock Holding Companies, Inc. from 2004 to 2018, Tailwind Premier Holdings, LLC from 2015 until 2019, Archway Marketing Services, Inc. from 2008 until 2013, RT Acquisition Corp. from 2012 until 2015 and inVentiv Health, Inc. from 1999 to 2010. He served as the audit committee chairman for Comstock Holding Companies, Inc. and InVentiv Health during his time on those boards. Mr. Perfall’s significant financial expertise and experience as an audit committee chairman and public company chief financial officer, combined with his substantial executive leadership background, are assets to both our Board and our Audit Committee.

 

BRADY SHIRLEY
Age 56   Director since: 2022   Committees:   • None		Brady Shirley has served as a director of the Company since April 4, 2022. He has served as the Company’s Chief Operating Officer since 2019 and as Chief Executive Officer of DJO (the Company’s former medical technology segment) since November 2016. Prior to this, Mr. Shirley served as the President of the DJO Surgical business, a position he was appointed to in March of 2014. From 2009 to 2013, Mr. Shirley was the CEO and Director of Innovative Medical Device Solutions (“IMDS”), a company that provides comprehensive product development, manufacturing and supply chain management solutions for medical device companies within the orthopedic medical device industry. At IMDS, Mr. Shirley managed the integration of four companies, consolidated the capital structure and led a successful sale of the business in 2013. From December 1992 to August 2009, Mr. Shirley had several key leadership positions with Stryker Corporation, including President of Stryker Communications and Senior Vice President of Stryker Endoscopy. Mr. Shirley received a Bachelor of Business Administration in Finance from the University of Texas, Austin. Given his experience at DJO and knowledge of our Company, Mr. Shirley brings invaluable experience to the Board.

 

12				- 2022 Proxy Statement

RAJIV VINNAKOTA
Age 51   Director since: 2008   INDEPENDENT   Committees:   • Nominating and Corporate Governance (Chair)   • CHCM		Rajiv Vinnakota has served as a director of the Company since May 13, 2008. Since July 2019, he has served as President of the Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation), a 75 year-old non-profit organization that has played a significant role in shaping higher education. With an expanded mission, Citizens & Scholars is now rebuilding how we develop citizens in our country. From 2015 to September 2018 he was an Executive Vice-President at the Aspen Institute, leading a division focused on youth and engagement. Prior to this role, Mr. Vinnakota was the Co-Founder and Chief Executive Officer of The SEED Foundation, a non-profit educational organization, at which he served from 1997 to 2015. Mr. Vinnakota was the chairman of The SEED Foundation board from 1997 until 2006. Prior to co-founding SEED, Mr. Vinnakota was an associate at Mercer Management Consulting. He was also a trustee of Princeton University from 2004 until 2007 and a member of the Executive Committee of the Princeton University board of directors from 2006 to 2007, and he served as the national chairman of Annual Giving at Princeton from 2007 until 2009. Mr. Vinnakota’s management experience, combined with his experience in the non-profit sector, brings a valuable perspective to our Board.

 

SHARON WIENBAR
Age 60   Director since: 2016   INDEPENDENT   Committees:   • CHCM (Chair)		Sharon Wienbar has served as a director of the Company since June 15, 2016. She was previously with Scale Venture Partners, a venture capital firm, from 2001 to 2018, where she led investments in technology companies and served on the board of numerous portfolio businesses. She was also a strategy consultant to Capella Education Company after it acquired Hackbright Academy, a leading software engineering training company for women, where she was the CEO from 2015 to 2016. Ms. Wienbar currently serves on the boards of Resideo Technologies, Inc., a New York Stock Exchange-listed public company, Covetrus, Inc. a Nasdaq-listed public company, and True Anthem, a privately held software provider. She previously served on other public and private boards, including the board of Everyday Health, Inc., a New York Stock Exchange-listed public company, until its acquisition in December 2016. Prior to her venture capital career, Ms. Wienbar was an executive in several software companies and a consultant at Bain & Company. Ms. Wienbar’s leadership of technology investments, deep understanding of innovation drivers, and business acumen bring an important perspective to our Board.

Vote Required

The affirmative vote of the holders of a majority of the votes cast is required for election of each director.

Board Recommendation

 

The Board unanimously recommends that stockholders vote “FOR” the election of each of the nominees for director listed above.

 

 

				- 2022 Proxy Statement				13

∎	CORPORATE GOVERNANCE

Director Independence

Our Corporate Governance Guidelines require that a majority of our Board members be “independent” under the NYSE’s listing standards. In addition, the respective charters of the Audit Committee, Compensation and Human Capital Management Committee and Nominating and Corporate Governance Committee require that each member of these committees be “independent” under the NYSE’s listing standards and, with respect to the Audit Committee, under the applicable heighted independence standards under the SEC rules. In order for a director to qualify as “independent,” our Board must affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that would impair the director’s independence. Our Board undertook its annual review of director independence in February 2022. The Board has determined that Mr. Rales, Ms. Bodem, Mr. Kelly, Ms. Lalor, Mr. Okala, Dr. Ortiz, Mr. Perfall, Mr. Vinnakota, and Ms. Wienbar each qualify as “independent” under the NYSE’s listing standards. The Board has also determined that Mr. Allender, Mr. Gayner, Ms. Jordan, and Mr. Teirlinck were independent during the time each served as directors. In reaching a determination on these directors’ independence, the Board considered that during fiscal 2021 Mr. Kelly and Mr. Okala were employed by organizations that do business with the Company. The amount received by the Company or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either the Company’s or such organization’s consolidated gross revenues. Additionally, in assessing Mr. Rales’ independence in 2022, the Board took into account that, although Mr. Rales is a founder and significant stockholder of the Company, he has never served as an employee of the Company (including its predecessor) and is not otherwise involved in managing the daily business operations of the Company. Accordingly, the Board concluded that Mr. Rales is independent under NYSE’s listing standards. None of the other independent directors nor their immediate family members have within the past three years had any direct or indirect business or professional relationships with the Company other than in their capacity as directors.

The independent members of our Board must hold at least two “executive session” meetings each year without the presence of management. In general, the meetings of independent directors are intended to be used as a forum to discuss such topics as they deem necessary or appropriate. If the Chair of the Board is not an independent director, the independent directors select an independent director to serve as Chairperson for each executive session. During 2021, Mr. Allender served as the presiding director of the independent director executive sessions. Going forward, Mr. Rales, as independent Chair, will serve as the presiding director of the independent director executive sessions and as such will lead the independent directors during these sessions.

Board of Directors and its Committees

The Board and its committees meet regularly throughout the year, and may also hold special meetings and act by written consent from time to time. The Board held a total of nine meetings during the year ended December 31, 2021. During 2021, all of our directors attended at least seventy-five percent of the aggregate Board meetings and meetings of the committees of the Board on which such directors served (during the periods that he or she served). Our Corporate Governance Guidelines request Board members to make every effort to attend our annual meeting of stockholders. All of our directors then serving at the time attended our annual meeting of stockholders in 2021.

 

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The Board has a standing Audit Committee, Compensation and Human Capital Management Committee, and Nominating and Corporate Governance Committee. The charters for the Audit Committee, Compensation and Human Capital Management Committee, and Nominating and Corporate Governance Committee are available on the Company’s website at www.enovis.com on the Investors page under the Corporate Governance tab. These materials also are available in print to any stockholder upon request to: Corporate Secretary, Enovis Corporation, 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The Board committees review their respective charters on an annual basis. The Nominating and Corporate Governance Committee oversees an annual evaluation of the Board and each committee’s operations and performance, as described in greater detail below.

 

Name		Audit Committee		Nominating and Corporate Governance Committee		Compensation and Human Capital Management Committee
Mitchell P. Rales
Matthew L. Trerotola
Barbara W. Bodem		ü
Liam J. Kelly				ü
Angela S. Lalor						ü
Philip A. Okala		ü
Christine Ortiz				ü
A. Clayton Perfall
Brady R. Shirley
Rajiv Vinnakota						ü
Sharon Wienbar

 

Chair

ü

Member

 

 

Audit Committee

 

 

Our Audit Committee met seven times during the year ended December 31, 2021. The Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications of our independent registered public accounting firm, the performance of our internal audit function and independent registered public accounting firm, and the Company’s policies with respect to risk assessment and risk management related to information technology and cybersecurity. The Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The members of our Audit Committee are Mr. Perfall, Chair, Mr. Okala, and Ms. Bodem. Mr. Okala and Ms. Bodem were each appointed to the Audit Committee on April 4, 2022. The Board has determined that each of Mr. Perfall, Mr. Okala and Ms. Bodem qualifies as an “audit committee financial expert,” as that term is defined under the SEC rules. The Board has determined that each member of our Audit Committee is independent and financially literate under the NYSE’s listing standards and that each member of our Audit Committee is independent under the standards of Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).

 

 

Nominating and Corporate Governance Committee

 

 

Our Nominating and Corporate Governance Committee met five times during the year ended December 31, 2021. The Nominating and Corporate Governance Committee is responsible for recommending candidates for election to the Board. In making its recommendations, the committee will review a candidate’s qualifications and any potential conflicts of interest and assess contributions of current directors in connection with his or her renomination. The committee is also responsible, among its other duties and responsibilities, for making recommendations to the Board or otherwise acting with respect to corporate governance policies and practices, including Board size and membership qualifications, new director orientation, committee structure and membership, related person transactions, and communications with stockholders and other interested parties. The Nominating and Corporate Governance Committee is also responsible for reviewing the Company’s undertakings with respect to environmental, social, and governance matters, including the Company’s role as a corporate citizen and the Company’s policies and programs relating to health, safety and

 

				- 2022 Proxy Statement				15

sustainability matters. The members of our Nominating and Corporate Governance Committee are Mr. Vinnakota, Chair, Mr. Kelly and Dr. Ortiz, who was appointed to the Nominating and Corporate Governance Committee on April 4, 2022. The Board has determined that each member of our Nominating and Corporate Governance Committee is independent under the NYSE’s listing standards.

 

 

Compensation and Human Capital Management Committee

 

 

Our CHCM Committee met six times during the year ended December 31, 2021. The members of our CHCM Committee are Ms. Wienbar, Chair, Mr. Vinnakota, and Ms. Lalor, who was appointed to the CHCM Committee on April 4, 2022. The Board has determined that each member of our CHCM Committee is a “non-employee director” within the meaning of SEC Rule 16b-3, and is independent under the NYSE’s listing standards for directors and compensation committee members.

The CHCM Committee is responsible, among its other duties and responsibilities, for determining and approving the compensation and benefits of our Chief Executive Officer and other executive officers, monitoring compensation arrangements applicable to our Chief Executive Officer and other executive officers in light of their performance, effectiveness and other relevant considerations and adopting and administering our equity and incentive plans. Specifically, the CHCM Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluates his performance in light of those goals and objectives, and determines his compensation level based on that analysis. The CHCM Committee also annually reviews and approves all elements of the compensation of our other executive officers. Our Chief Executive Officer plays a significant role in developing and assessing achievement against the goals and objectives for other executive officers and makes compensation recommendations to the CHCM Committee based on these evaluations. The CHCM Committee also administers all of the Company’s management incentive compensation plans and equity-based compensation plans. The CHCM Committee makes recommendations to the Board regarding compensation of all executive officer hires, all elements of director compensation, and the adoption of certain amendments to incentive or equity-based compensation plans. The CHCM Committee also assists the Board in its oversight of risk related to the Company’s compensation policies and practices applicable to all Enovis associates. Additionally, the CHCM periodically reviews the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity, inclusion, pay equity, corporate culture, talent development and retention. For further information on our compensation practices, including a description of our processes and procedures for determining compensation, the scope of the CHCM Committee’s authority and management’s role in compensation determinations, please see the Compensation Discussion and Analysis section of this Proxy Statement, which begins on page 26.

Since April 2009, our CHCM Committee has engaged Frederic W. Cook & Co. as its independent compensation consultant to, among other things, formulate an appropriate peer group to be used by the CHCM Committee and to provide competitive comparison data and for other compensation consulting services as requested by the CHCM Committee. Additional information on the nature of the information and services provided by this independent compensation consultant can be found below in the Compensation Discussion and Analysis.

Compensation Committee Interlocks and Insider Participation

No member of the CHCM Committee is or has ever been an officer or an employee of the Company or any of its subsidiaries, and no CHCM Committee member has any interlocking or insider relationship with the Company which is required to be reported under the rules of the SEC.

Identification of Director Candidates and Director Nomination Process

The Nominating and Corporate Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as by management and stockholders. The Nominating and Corporate Governance Committee may also use outside consultants to assist in identifying candidates and during 2021 used third-party search firms to identify and provide background information on possible candidates. Dr. Ortiz and Ms. Bodem were first recommended to the Nominating and Corporate Governance Committee by third-party search firms, and Ms. Lalor was first identified to the Nominating and Corporate Governance Committee by non-management members of the Board and subsequently recommended following a review by a third-party search firm. The Nominating and Corporate Governance Committee is responsible for assessing whether a candidate may qualify as an independent director. Each possible candidate is discussed and evaluated in detail before being recommended to the Board. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral.

The Nominating and Corporate Governance Committee recommends, and the Board nominates, candidates to stand for election as directors. Stockholders may nominate persons to be elected as directors and, as noted above, may suggest candidates for

 

16				- 2022 Proxy Statement

consideration by the Nominating and Corporate Governance Committee. If a stockholder wishes to suggest a person to the Nominating and Corporate Governance Committee for consideration as a director candidate, he or she must provide the same information as required of a stockholder who intends to nominate a director pursuant to the procedures contained in Section 3.3 of our Bylaws, in accordance with the same deadlines applicable to director nominations, as described below under “General Matters—Stockholder Proposals and Nominations.”

Board Leadership Structure

Our Corporate Governance Guidelines specify that the positions of Chairman of the Board and Chief Executive Officer shall be held by separate persons. We believe that this structure is appropriate given the differences between the two roles in our current management structure. Our Chief Executive Officer, among other duties, is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chairman of our Board, among other responsibilities, provides guidance to the Chief Executive Officer, takes an active role in setting the agenda for Board meetings and presides over meetings of the full Board.

Board Evaluation Process

The Board and its committees conduct self-assessments annually at their February meetings. The Nominating and Corporate Governance Committee oversees the process. The annual evaluation procedure is summarized below.

 

Action and Timeframe		Description
Preparation – November/December		Each director receives draft materials for the annual evaluation of (i) the Board’s performance and (ii) the performance of his or her committee(s). The materials include the Board and committee self-assessment questionnaires. In advance of the assessment, questions are revised and supplemented based on the input received from the Board members and, prior to distribution, the Chair of the Nominating and Corporate Governance Committee leads a final review in the December Board and committee meetings.
Assessment – December/January		Each director is asked to consider a list of questions to assist with the evaluation of the Board and its committees, covering topics such as Board composition, the conduct and effectiveness of meetings, quality of discussions, roles and responsibilities, quality and quantity of information provided, and other opportunities for improvement.
Review and Discussion – February		The Board and its committees receive a report summarizing the annual evaluations as well as a year-over-year comparison. The reports are distributed for consideration in advance of and discussed at the February Board meeting. The committee chairs report to the Board on their respective committee evaluations, noting any actionable items. Past evaluations have addressed a wide range of topics such as Board materials, Board composition, director education and on-boarding, and allocation of meeting times.
Actionable Items and Follow-Up – Ongoing		The Board and committees address any actionable items throughout the year, including a mid-year check-in and end of year assessment against the actionable items identified in February.

Board’s Role in Risk Oversight

The Board maintains responsibility for oversight of risks that may affect the Company. The Board discharges this duty primarily through its standing committees and also considers risk in its strategic planning for the Company and in its consideration of acquisitions. The Board engages in discussions about risk at each quarterly meeting, where it receives reports from its committees, as applicable, about the risk oversight activities within their respective areas of responsibility. Specifically, the Audit Committee (i) receives reports from and discusses with management, our internal audit team, and our independent registered public accounting firm all major risk exposures (whether financial, operating or otherwise), (ii) reviews the Company’s policies with respect to risk assessment and enterprise risk management, including with respect to cybersecurity risks, and (iii) oversees compliance with legal and regulatory requirements and our ethics program, including our Code of Business Conduct and Ethics. In addition, the Nominating and Corporate Governance Committee oversees the corporate governance principles and governance structures that contribute to successful risk oversight and management. The CHCM Committee oversees certain risks associated with compensation policies and practices, as discussed below.

 

				- 2022 Proxy Statement				17

The Audit, Nominating and Corporate Governance and CHCM Committees each make full reports to the Board of Directors at each regularly scheduled meeting regarding each committee’s considerations and actions, and risk considerations are presented to and discussed with the Board by management as part of strategic planning sessions and when considering potential acquisitions.

Standards of Conduct

 

 

 Corporate Governance Guidelines and Pledging

 

 

The Board has adopted Corporate Governance Guidelines, which set forth a framework to assist the Board in the exercise of its responsibilities. The Corporate Governance Guidelines cover, among other things, the composition and certain functions of the Board and its committees, executive sessions, Board responsibilities, expectations for directors, director orientation and continuing education, and our policy prohibiting pledging.

In February 2014, the Board amended the Corporate Governance Guidelines to prohibit any future pledging of Company common stock as security under any obligation by our directors and executive officers. The Board excepted from the policy shares of Company common stock that were already pledged at the time the policy was adopted, but any additional share pledges are prohibited. Pledged shares of Company common stock do not count toward our stock ownership requirements.

Certain shares of common stock owned by Mitchell Rales, Chairman of our Board, that were pledged at the time that the policy was adopted were grandfathered from the policy. Notwithstanding that the existing pledge was grandfathered under our policy, as part of its risk oversight function the Audit Committee of the Board reviews Mr. Rales’ share pledges on a quarterly basis to assess whether such pledging poses an undue risk to the Company. In evaluating Mr. Rales’ pledge of Company shares, the Audit Committee considered that Mr. Rales acquired these shares with his own funds in connection with founding the Company and did not receive them as compensation from the Company; that, as a founder of the Company and dedicated long-term stockholder, he has (as with many institutional stockholders) pledged a portion of his shares instead of selling shares for liquidity; and that Mr. Rales, as a founder or significant investor in other public companies (including Danaher Corporation and Fortive Corporation), has significant personal assets. In addition to taking into account the number of shares and percentage of outstanding shares pledged, the Audit Committee has also considered the degree of overcollateralization (the amount by which the market value of the shares pledged as collateral exceeds the amount of secured indebtedness), as the Committee believes this is a key factor in assessing the degree of risk posed by the pledging arrangements. Based on its evaluation, the Committee has concluded that the existing pledge arrangements do not pose an undue risk to the Company. The Audit Committee will continue to periodically review the shares pledged as part of its risk oversight function.

 

 

Code of Business Conduct and Ethics

 

 

As part of our system of corporate governance, the Board has also adopted a Code of Business Conduct and Ethics (the “Code of Ethics”), that is applicable to all directors, officers and employees of the Company. The Code of Ethics sets forth Company policies, expectations and procedures on a number of topics, including but not limited to conflicts of interest, compliance with laws, rules and regulations (including insider trading laws), honesty and ethical conduct, and quality. The Code of Ethics also sets forth procedures for reporting violations of the Code of Ethics and investigations thereof. If the Board grants any waivers from our Code of Ethics to any of our directors or executive officers, or if we amend our Code of Ethics, we will, if required, disclose these matters through our website within four business days following such waiver or amendment.

 

 

Policies on Insider Trading, Hedging and Stock Ownership

 

 

The Company has a Policy on Insider Trading and Compliance which, in addition to mandating compliance with insider trading laws, prohibits any director, officer or employee of the Company from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging and monetization transactions, such as zero-cost collars, equity swaps, exchange funds and forward sale contracts, that allow the holder to limit or eliminate the risk of a decrease in the value of the Company’s securities. Further, we have stock ownership policies applicable to our directors and executives to promote alignment of interests between our stockholders, directors and management, as described in greater detail further in this proxy statement

 

 

Where to Find Our Key Governance Policies

 

 

The Corporate Governance Guidelines and Code of Ethics are available on the Company’s website at www.enovis.com on the Investors page under the Corporate Governance tab. These materials also are available in print to any stockholder upon request to: Corporate Secretary, Enovis Corporation, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

 

18				- 2022 Proxy Statement

Certain Relationships and Related Person Transactions

 

 

Policies and Procedures for Related Person Transactions

 

 

We have adopted a written Policy Regarding Related Person Transactions pursuant to which our Nominating and Corporate Governance Committee or a majority of the disinterested members of our Board generally must approve related person transactions in advance. The policy applies to any transaction or series of similar transactions involving more than $120,000 in which the Company is a participant and in which a “related person” has a direct or indirect material interest. “Related persons” include the Company’s directors, nominees for director, executive officers, and greater than 5% stockholders, as well as the immediate family members of the foregoing. In approving or rejecting the proposed transaction, our Nominating and Corporate Governance Committee takes into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the person’s interest in the transaction and, if applicable, the impact on a director’s independence. Under the policy, if we discover related person transactions that have not been approved, the Nominating and Corporate Governance Committee is to be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.

 

 

Relationships and Transactions

 

 

Transactions with Fortive Corporation

Certain of our subsidiaries purchase products from and sell products to Fortive Corporation (“Fortive”) from time to time in the ordinary course of business and on an arms’-length basis. Such transactions are pre-approved under our Policy Regarding Related Person Transactions. In 2021, our subsidiaries purchased approximately $120,000 of products from Fortive, which is less than 0.01% of our, and of Fortive’s, gross revenues for 2021. Our subsidiaries intend to purchase products from and sell products to Fortive in the future in the ordinary course of their businesses and on an arms’-length basis. Mitchell P. Rales and Steven M. Rales each formerly served as a director of Fortive until their retirement from the Fortive board of directors in June 2021, and each of them no longer beneficially owns more than 5% of Fortive’s outstanding common stock.

Contacting the Board of Directors

The Board of Directors has established a process for stockholders and interested parties to communicate with the Board and to report complaints or concerns relating to our accounting, internal accounting controls or auditing matters. Stockholders and interested parties wishing to communicate with our Board may do so by writing to any of the members of the Board, the Chairman of the Board, or the non-management members of the Board as a group, at:

Enovis Corporation

2711 Centerville Road, Suite 400

Wilmington, Delaware 19808

Attn: Corporate Secretary

Complaints or concerns relating to our accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee. Other correspondence will be referred to the relevant director or group of directors. Our Policy on Stockholder and Interested Party Communications with the Board of Directors (the “Board Communications Policy”) requires that any stockholder communication to members of the Board prominently display the legend “Board Communication” in order to indicate to the Corporate Secretary that it is communication subject to our policy and will be received and processed by the Corporate Secretary’s office. Each communication received by the Corporate Secretary is copied for our files and promptly forwarded to the addressee. In our Board Communications Policy, the Board has requested that certain items not related to the Board’s duties and responsibilities be excluded from forwarded communications, such as mass mailings and business advertisements. In addition, the Corporate Secretary is not required to forward any communication that the Corporate Secretary, in good faith, determines to be frivolous, unduly hostile, threatening, illegal or similarly unsuitable. However, the Corporate Secretary maintains a list of each communication subject to this policy that is not forwarded, and on a quarterly basis delivers the list to the Chairman of the Board. In addition, each communication subject to this policy that is not forwarded because it was determined by the Secretary to be frivolous, commercial advertising, irrelevant or similarly unsuitable is nevertheless retained in our files and made available at the request of any member of the Board to whom such communication was addressed.

 

				- 2022 Proxy Statement				19

∎	DIRECTOR COMPENSATION

Our Board, at the recommendation of our CHCM Committee, sets the compensation program for non-employee directors. The Compensation and Human Capital Management Committee reviews this program on an episodic basis and recommends director compensation levels based on its evaluation of competitive levels for director compensation, utilizing data drawn from our current list of peer companies and its reasoned business judgment. See “Role of Compensation Consultants and Peer Data Review” on page 38. The compensation program was revised in May of 2021, and was further revised in December 2021 (which became effective in April 2022 upon the completion of the spin-off of ESAB Corporation) to reflect the Company’s shift to a growth-driven innovative medical technology company and to align with the Company’s new medical technology peer group following the separation.

For 2021, our non-employee Board members received the following:

 

◾

an annual cash retainer of $90,000;

 

◾

an annual equity award valued at $145,000, calculated under the same valuation approach applied in determining our annual equity grants as described in “Compensation Discussion and Analysis—Additional Compensation Information—Equity Grant Practice,” and awarded in connection with our annual meeting of stockholders, which consisted of director restricted stock units that vest after one year of service on the Board;

 

◾

a $20,000 annual retainer for service as the Chair of our Audit Committee and a $15,000 annual retainer for service as Chair of the CHCM Committee or of the Nominating and Corporate Governance Committee; and

 

◾

in the case of any director who joins the Board following the date of the grant of the annual equity award, a pro-rated portion of the annual equity award.

As noted above, following the completion of the spin-off of ESAB Corporation in April 2022, Board members will receive the following:

 

◾

an annual cash retainer of $70,000;

 

◾

an annual equity award valued at $215,000, to consist of 50% director restricted stock units that vest after one year of service on the Board and 50% director stock options, which are fully vested upon grant and exercisable for a seven-year term;

 

◾

a $25,000 annual retainer for service as the Chair of our Audit Committee, a $20,000 annual retainer for service as Chair of the CHCM Committee, and a $15,000 annual retainer for service as Chair of the Nominating and Corporate Governance Committee; and

 

◾

in the case of any director who joins the Board following the date of the grant of the annual equity award, a pro-rated portion of the annual equity award.

Our non-executive Chairman of the Board is entitled to receive an annual cash retainer of $1 and does not receive any other cash fees or the annual equity award described above.

The Board has also approved a stock ownership policy for our non-employee directors. Each non-employee director is required to own shares of our common stock (including shares issuable upon exercise of stock options and shares underlying restricted stock units) with a value equal to five times the annual cash retainer within five years of joining the Board. All of our directors except for Mr. Okala, who was appointed in February 2021, and Ms. Bodem, Dr. Ortiz and Ms. Lalor, who were appointed in April 2022 and are in the five-year grace period, have achieved these ownership targets as of the date of this Proxy Statement.

Further, our Board has adopted a policy prohibiting any director (or executive officer) from pledging as security under any obligation any shares of Company common stock that he or she directly or indirectly owns and controls (other than shares already pledged as of February 17, 2014), and providing that pledged shares of Company common stock do not count toward our stock ownership requirements.

The Board has adopted a Director Deferred Compensation Plan which permits non-employee directors to receive, at their discretion, deferred stock units (“DSUs”) in lieu of their annual cash retainers and committee chairperson retainers. A director who elects to receive DSUs receives a number of units determined by dividing the cash fees earned during, and deferred for, the quarter by the closing price

 

20				- 2022 Proxy Statement

of our common stock on the date of the grant, which is the last trading day of the quarter. A non-employee director also may convert director restricted stock unit grants to DSUs under the plan. DSUs granted to our directors convert to shares of our common stock after separation from service, based upon a schedule elected by the director in advance. In the event that a director elects to receive DSUs, the director will receive dividend equivalent rights on such DSUs to the extent dividends are issued on our common stock. Dividend equivalents are deemed reinvested in additional DSUs (or fractions thereof) at the dividend payment date.

We also reimburse all directors for travel and other necessary business expenses incurred in the performance of their services on our Board and the committees thereof and extend coverage to them under our directors’ and officers’ indemnity insurance policies.

The following table sets forth information regarding compensation paid to our non-employee directors during 2021:

DIRECTOR COMPENSATION FOR 2021

 

Name(1)		Fees Earned or Paid in Cash ($)				Stock Awards ($)(3)				Option Awards ($)(5)				Total ($)
Mitchell P. Rales			1				0				0				1
Patrick W. Allender			103,750	(2)			136,932	(4)			0				240,682
Thomas S. Gayner			88,750	(2)			136,932	(4)			0				225,682
Rhonda L. Jordan			103,750				136,932	(4)			0				240,682
Liam J. Kelly			88,750				136,932				0				225,682
Philip Okala			76,472				152,964				14,250				243,686
A. Clayton Perfall			108,750	(2)			136,932	(4)			0				245,682
Didier Teirlinck			88,750	(2)			136,932	(4)			0				225,682
Rajiv Vinnakota			88,750				136,932				0				225,682
Sharon Wienbar			88,750	(2)			136,932	(4)			0				225,682

 

(1)

Ms. Bodem, Dr. Ortiz and Ms. Lalor were appointed to our Board on April 4, 2022. Accordingly, they did not receive any compensation for 2021. In addition, compensation for our employee directors is summarized below in the “Summary Compensation Table.” Mr. Gayner retired from the Board on March 31, 2022, and Mr. Allender, Ms. Jordan and Mr. Teirlinck resigned from the Board on April 4, 2022 following the Company’s completion of its spin-off of ESAB Corporation on such date. The number of DSUs, restricted stock units and options listed in the footnotes to this table have not been adjusted to reflect the one-for-three reverse stock split effected on April 4, 2022.

 

(2)

Messrs. Allender, Gayner, Perfall and Teirlinck and Ms. Wienbar elected to receive DSUs in lieu of their annual cash retainers and committee chairperson retainers. DSUs convert to shares of our common stock after separation from service, based upon a schedule elected by the director in advance. During 2021, the amount of DSUs received in lieu of annual cash retainers and committee chairperson retainers by these directors was as follows: Mr. Allender—2,289, Mr. Gayner—1,959, Mr. Perfall—2,400, Mr. Teirlinck—1,959, and Ms. Wienbar—1,959. DSUs received for these cash retainers are considered “vested” and thus are not reflected in the table below.

 

(3)

Amounts shown in the “Stock Awards” column represent the grant date fair value for stock awards granted to each director during 2021, as computed pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (“FASB ASC Topic 718”). See Note 14 to our consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2022. The amounts reflect the grant date fair value of the 2021 annual grant of 3,294 restricted stock units made to each director in connection with the 2021 annual meeting of stockholders, which vest in full on May 12, 2022. For Mr. Okala, who was appointed to our Board on February 22, 2021, the amount also reflects the grant date fair value of a grant of 357 restricted stock units in connection with a pro-rated annual grant for the period beginning with his appointment to the Board through the date of the 2021 annual meeting of stockholders which vested in full on February 22, 2022.

 

(4)

3,294 restricted stock units granted to each of these directors, which were awarded in connection with the 2021 annual meeting of stockholders, were converted into DSUs at the election of each director. DSUs convert to shares of our common stock after termination of service on the Board, based upon a schedule selected by each director in advance. These DSUs will vest in full on May 12,2022 in accordance with the vesting schedule applicable to the underlying restricted stock units.

 

(5)

For Mr. Okala, who was appointed to our Board on February 22, 2021, the amount reflects the grant date fair value for options to purchase 878 shares of our common stock in connection with a pro-rated annual grant for the period beginning with his appointment to the Board through the date of the 2021 annual meeting of stockholders. The director stock options are fully vested upon grant and exercisable for a seven-year term.

 

				- 2022 Proxy Statement				21

As of December 31, 2021, the aggregate number of unvested stock awards and unexercised options outstanding held by each of our non-employee directors then serving at the time was as follows:

 

Name		Restricted Stock Units(1)				Stock Options(1)
Mitchell P. Rales			-				-
Patrick W. Allender			3,294				30,015
Thomas S. Gayner			3,294				30,015
Rhonda L. Jordan			3,294				30,015
Liam J. Kelly			3,294				7,741
Philip Okala			3,651				878
A. Clayton Perfall			3,294				30,015
Didier Teirlinck			3,294				18,139
Rajiv Vinnakota			3,294				30,015
Sharon Wienbar			3,294				22,377

 

(1)	The number of restricted stock units and options listed in this table have not been adjusted to reflect the one-for-three reverse stock split effected on April 4, 2022.

 

22				- 2022 Proxy Statement

Proposal 2		Ratification of Selection of Independent Registered Public Accounting Firm

We are asking our stockholders to ratify the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. Ernst & Young LLP has served as our independent auditor since its appointment in 2002. Although stockholder ratification is not required, the appointment of Ernst & Young LLP is being submitted for ratification as a matter of good corporate practice with a view towards soliciting stockholders’ opinions which the Audit Committee will take into consideration in future deliberations. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. The Board of Directors and the Audit Committee believe that the retention of Ernst & Young LLP as the Company’s independent auditor is in the best interests of the Company and its stockholders.

Representatives for Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Independent Registered Public Accounting Firm Fees and Services

The following table sets forth the aggregate fees for services rendered by Ernst & Young LLP for the Company for the fiscal years ended December 31, 2021 and 2020:

 

Fee Category (fees in thousands)		2021				2020
Audit Fees		$	6,849			$	5,575
Audit-Related Fees			3,175				—
Tax Fees			301				646
All Other Fees			—				4
TOTAL		$	10,325			$	6,225

Audit Fees

This category of the table above includes fees for the fiscal years ended December 31, 2021 and 2020 that were for professional services rendered (including reimbursement for out-of-pocket expenses) for the integrated audits of our annual consolidated financial statements, for reviews of the financial statements included in our Quarterly Reports on Form 10-Q, and for statutory audits. For 2021, this category also included audit fees of approximately $789,000 for incremental audit procedures related to the Company’s spin-off of ESAB Corporation.

Audit-Related Fees

This category of the table above includes the fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” For 2021, Audit-Related Fees included $3,175,000 related to carve-out audited financial statements for ESAB Corporation. There were no Audit-Related Fees incurred for 2020.

Tax Fees

This category of the table above includes fees billed for tax compliance, tax preparation, tax planning and other tax services. For 2021, Tax Fees included approximately $256,500 for tax compliance and tax preparation, approximately $26,900 for tax planning and other tax services and approximately $17,100 for associated expenses. For 2020, Tax Fees included approximately $518,459 for tax compliance and tax preparation, approximately $126,300 for tax planning and other tax services and approximately $982 for associated expenses.

 

				- 2022 Proxy Statement				23

All Other Fees

This category of the table above includes fees billed for products and services other than those described above under Audit Fees, Audit-Related Fees and Tax Fees. For 2020, these included fees incurred for Ernst & Young LLP’s online accounting information tool.

The Audit Committee has considered whether the services rendered by the independent registered public accounting firm with respect to the fees described above are compatible with maintaining the independent registered public accounting firm’s independence and has concluded that such services do not impair its independence.

Audit Committee’s Pre-Approval Policies and Procedures

Pursuant to its charter, the Audit Committee must pre-approve all auditing services, review and attest services, internal control related services and non-audit services provided to the Company by the independent registered public accounting firm and all fees payable by the Company to the independent registered public accounting firm for such services. The Audit Committee also is responsible for overseeing the audit fee negotiations associated with the retention of Ernst & Young LLP for the audit of our financial statements. The Audit Committee has adopted a pre-approval policy to promote compliance with the NYSE’s listing standards and the applicable SEC rules and regulations relating to auditor independence. In accordance with the Audit Committee charter and the pre-approval policy, the Audit Committee reviews with Ernst & Young LLP and management the plan and scope of Ernst & Young LLP’s proposed annual financial audit and quarterly reviews, including the procedures to be utilized and Ernst & Young LLP’s compensation, and pre-approves all auditing services, review and attest services, internal control related services and permitted non-audit services (including the fees and terms thereof) to be performed for us by Ernst & Young LLP. The Audit Committee may delegate pre-approval authority to one or more members of the Audit Committee consistent with the pre-approval policy, provided that the decisions of such Audit Committee member or members must be presented to the full Audit Committee at its next scheduled meeting. Pre-approval of permitted non-audit services can only be approved by the full Audit Committee.

Vote Required

The affirmative vote of the holders of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote is required to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022.

Board Recommendation

 

The Board unanimously recommends that stockholders vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022.

 

24				- 2022 Proxy Statement

∎	AUDIT COMMITTEE REPORT

The Audit Committee currently consists of A. Clayton Perfall, Philip A. Okala, and Barbara W. Bodem, all of whom are non-management directors. Messrs. Allender, Gayner, and Teirlinck served as members of the Audit Committee for 2021 and in 2022 during the time each served as directors. Mr. Gayner retired from the Board on March 31, 2022 and Messrs. Allender and Teirlinck stepped down from the Board on April 4, 2022 in connection with the spin-off of ESAB Corporation. Each of Messrs. Allender, Gayner, and Teirlinck, as well as Mr. Perfall, participated in the reviews and discussions referenced below prior to stepping down from the Board. However, because Messrs. Allender, Gayner, and Teirlinck are no longer members of the Board, they are not named below this report.

The members of the Audit Committee meet the independence and financial literacy requirements of the NYSE and the additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. In 2021, the Audit Committee held seven meetings. The Audit Committee operates pursuant to a written charter adopted by the Board of Directors, which it annually reviews. The charter, which complies with all current regulatory requirements, is available on the Company’s website at www.enovis.com on the Investors page under the Corporate Governance tab. During 2021, at each of its regularly scheduled meetings, the Audit Committee met with senior members of the Company’s finance team. Additionally, the Audit Committee has separate private sessions, during its regularly scheduled meetings, with the Company’s independent registered public accounting firm and head of internal audit, respectively. The Audit Committee is updated periodically on management’s process to assess the adequacy of the Company’s system of internal control over financial reporting, the framework used to make the assessment, and management’s conclusions on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has also discussed with the independent registered public accounting firm, their evaluation of the Company’s system of internal control over financial reporting.

The Audit Committee evaluates the performance of the Company’s independent registered public accounting firm each year and determines whether to reengage the current independent registered accounting firm or consider other independent registered accounting firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered accounting firm, the firm’s global capabilities, and the firm’s technical expertise, tenure as the Company’s independent registered accounting firm and knowledge of the Company’s global operations and businesses. In connection with the applicable audit partner rotation requirements, the Audit Committee also is involved in considering the selection of the auditors’ lead engagement partner when rotation is required. Based on this evaluation, the Audit Committee decided to engage Ernst & Young LLP as our independent registered accounting firm for the year ended December 31, 2022. The Audit Committee reviews with the independent registered accounting firm and management the overall audit scope and plans, as well as the results of internal and external audit examinations and evaluations by management and the independent registered accounting firm of the Company’s internal controls over financial reporting and the quality of the Company’s financial reporting. Although the Audit Committee has the sole authority to appoint the independent registered public accounting firm, the Audit Committee recommends that the Board ask stockholders, at the Company’s annual meeting, to ratify the appointment of the independent registered accounting firm (see Proposal 2 beginning on page 23).

The Audit Committee has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2021 with management and with the Company’s independent registered public accounting firm, including a discussion of the quality and suitability of the accounting principles, the reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management’s accounting judgments, members of the Audit Committee are apprised of certifications prepared by the Chief Executive Officer and the Chief Financial Officer that the unaudited quarterly and audited annual consolidated financial statements of the Company fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company.

In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews the Company’s quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements, and other reports, and of the independent registered public accounting firm, which is engaged to review the quarterly consolidated financial statements of the Company, and audit and report on the annual consolidated financial statements of the Company and the effectiveness of the Company’s internal control over financial reporting as of the Company’s year-end.

The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and SEC. The Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence. On the basis of the reviews and discussions referenced above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2021 be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

Audit Committee of the Board of Directors

A. Clayton Perfall, Audit Committee Chair

 

				- 2022 Proxy Statement				25

∎	COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements of our named executive officers for 2021 should be read together with the compensation tables and related disclosures set forth under the section heading “Executive Compensation.”

Executive Summary

 

 

Named Executive Officers

 

 

The following discussion provides details regarding our executive compensation program and the compensation of our named executive officers in 2021. Our named executive officers (“NEOs”) for 2021 are:

 

Name		Title
Matthew Trerotola		President and Chief Executive Officer
Christopher Hix		EVP, Chief Financial Officer
Daniel Pryor		EVP, Strategy and Business Development
Shyam Kambeyanda1		Chief Executive Officer of ESAB
Brady Shirley		Chief Executive Officer of DJO

 

1	Mr. Kambeyanda resigned from the Company as of April 4, 2022 to become President and Chief Executive Officer of ESAB Corporation following the consummation of the spin-off of ESAB Corporation.

 

 

Our Compensation Philosophy and Guiding Principles

 

 

Our executive compensation approach links compensation to Company and individual performance while aligning the long-term interests of management and stockholders. We strive to create a compensation program for our associates, including our executives, that provides a compelling and engaging opportunity to attract, retain and motivate the best talent. We believe that our compensation programs motivate performance-driven leadership that is aligned to achieve our financial and strategic objectives with the intention to deliver superior long-term returns to our stockholders. Utilizing this philosophy, our executive compensation program has been designed to:

 

Link rewards to performance and foster a team-based approach		Each executive has clear performance expectations and must contribute to our overall success rather than solely to objectives within his or her primary area of responsibility.
Align the performance responsibilities of executives with the long-term interests of stockholders		Our program emphasizes long-term stockholder value creation by using predominantly stock options and performance-based restricted stock units, in combination with a stock ownership policy, to deliver long-term compensation incentives while minimizing risk-taking behaviors that could negatively affect long-term results.
Provide transparency through simplicity of design and practices		We provide three main elements in our compensation program–base salary, annual incentive cash bonuses, and long-term incentives–with an appropriate blend of purposes and incentives linked to easily understood objectives, as described further on page 29.

 

26				- 2022 Proxy Statement

 

Fiscal 2021 Pay for Performance Alignment and Compensation Overview

 

 

 

2021 was truly a transformational year for our Company. On March 4, 2021, we announced our plan to separate our fabrication technology and specialty medical technology businesses into two differentiated, independent, and publicly-traded companies (the “Separation”). On April 4, 2022, the Company successfully completed the Separation, in the form of a distribution of 90% of the common stock of ESAB Corporation to the Company’s stockholders. In addition to playing an integral role in completing the Separation on the Company’s previously announced timetable, our leadership teams executed a number of significant transactions that facilitated the Separation and prepared the Company and ESAB for future success, which are described in further detail below under “Key Executive Team Achievements.”

Our leadership teams also remained focused on the Company’s response to the challenges posed by the ongoing COVID-19 pandemic, with the health and safety of our associates continuing to be our top priority, while we navigated associated inflationary pressures and supply chain constraints across our businesses.

Despite these challenges, we were able to deliver on our commitments, finishing 2021 with adjusted earnings per share of $2.14, adjusted EBITDA of $614 million, and free cash flow of $277 million. Both of our business segments accelerated their pace of investment and innovation while continuing to outgrow their markets. ESAB and DJO also made progress on their margin improvement journeys in an inflationary environment, as ESAB improved its adjusted EBITDA margins by 150 basis points and DJO expanded its core (excluding acquisitions) adjusted EBITDA margins by 80 basis points. At the same time, our NEOs, as well as the rest of our executive management team and our associates worldwide, worked together to prepare Enovis and ESAB for a successful Separation, which was completed on April 4, 2022.

We achieved and exceeded many of our internal corporate financial and operational goals, leading to an overall corporate bonus achievement under our Annual Incentive Plan (“AIP”) of 122% of target for Messrs. Trerotola, Hix, and Pryor. Our ESAB business delivered even stronger results, which were reflected in a company-wide/business specific achievement under our AIP resulting in a blended company factor (weighted 30% Colfax corporate and 70% ESAB) of 138% of target for Mr. Kambeyanda. DJO also posted solid results, despite a return in COVID-19 slowdowns in the fourth quarter of 2021, resulting in a blended company factor (weighted 30% Colfax corporate and 70% DJO) of 96% of target for Mr. Shirley.

Further, the CHCM Committee took the following actions during 2021:

 

◾

Limited base salary increases. Due to concerns about the ongoing potential effects of COVID-19 on the business, no base salary increases were provided to the CEO or other NEOs in 2021, with the exception of Mr. Pryor, who received a 2% increase, and Mr. Kambeyanda, who received a 12% increase in consideration of the significant additional duties and responsibilities he assumed in connection with preparing ESAB for the Separation.

 

◾

Approved Retention Program. In March 2021, on the recommendation of the CHCM Committee, the Board approved a comprehensive retention program in order to retain key employees, including the NEOs, at a critical time to facilitate the successful completion of the Separation. As part of the retention program, each NEO entered into a retention agreement with the Company, which provides for a cash payment that is earned if the NEO remains employed through the twelve month anniversary of the Separation. Messr. Trerotola, Pryor, Kambeyanda and Shirley also received a retention grant of restricted stock units (“RSUs”) that vest ratably over a three-year period, subject to the NEO remaining in service through the relevant vesting dates, except in certain qualifying terminations. See “Executive Compensation – Employment Agreements, Change in Control Agreements, Retention Agreements and Executive Officer Severance Plan” for further details.

 

◾

Continued focus on long-term performance. Each of our NEOs’ annual equity awards consisted of (i) 50% PRSUs that cliff vest in three years based on relative TSR performance over a three-year performance period and require above-average TSR performance in order to pay out at target, (ii) 25% RSUs that vest in equal installments over a three-year period following their grant date, and (iii) 25% stock options that vest in equal installments over a three-year period following their grant date.

 

 

2021 Say-On-Pay Vote

 

 

At our 2021 Annual Meeting, approximately 98.3% of the stockholder votes cast on our advisory proposal to approve the compensation of our NEOs were voted in favor of our executive compensation proposal. Our CHCM Committee considered the outcome of this vote in the context of our prior and on-going engagement with stockholders and accordingly did not make any additional changes to our executive compensation policies and program elements. The CHCM Committee will continue to carefully evaluate the feedback received from our stockholders in connection with the voting on that proposal.

 

				- 2022 Proxy Statement				27

 

Our Executive Compensation Program

 

 

Our executive compensation program includes elements designed to align executive pay with Company objectives and long-term stockholder returns, including the PRSU grants based on relative Total Shareholder Return as discussed above.

For 2021, the CHCM Committee established the following target compensation program for our CEO:

 

2021 CEO Incentive Compensation Structure

 

88% of CEO compensation “at risk” and aligned with company and shareholder success

With respect to our other NEOs, for 2021, the CHCM Committee established the following target compensation program:

 

2021 Incentive Compensation Structure for Other NEOs (Average)

 

79% of compensation for other NEOs “at risk” and aligned with company and shareholder success

 

28				- 2022 Proxy Statement

Our 2021 executive compensation structure consists of three core compensation elements–base salary, an annual cash bonus, and long-term incentives. The CHCM Committee reviewed each element individually while also considering the total compensation package provided to create an appropriate mix designed to attract, incentivize, and retain our executives. The following table summarizes the core elements of our 2021 executive compensation program:

 

Element of Compensation		Purpose/Description		Form/Timing of Payout
Base Salary		Fixed compensation set at a competitive level to attract and retain our executive talent. Provides a base level of compensation that is not at risk to avoid fluctuations in compensation that could distract executives from the performance of their responsibilities.		Paid in cash throughout the year.
Annual Incentive Plan (“AIP”)		Variable compensation that rewards our executive officers for achievement of critical annual operational and financial performance goals by the Company and, if applicable, respective business units, and recognizes the executive’s individual performance during the year.		Paid in cash after the year has ended and performance has been measured. See page 31 for further detail.
Long-Term Incentive Plan		Variable compensation that aligns the rewards of executives with the interests of stockholders to encourage actions and long-term prioritization that we believe will increase stockholder value by generating sustained and superior operational and financial performance over an extended period of time.		See page 34 for further detail.

Leading Compensation Practices

The framework of our executive compensation program includes the governance features and other specific elements discussed below:

 

What we do						What we don’t do
ü		Pay for performance focus – Our AIP compensation is linked to pre-established financial and operational goals that are intended to drive performance over the annual performance plan period. Options, RSUs and PRSUs are linked with longer-term performance, our stock price, and, for PRSUs, relative TSR performance, which we believe incentivizes long-term Company success and stockholder value creation.				×		No gross-up payments to cover excise taxes or perquisites – We do not provide tax gross-ups to our executives in connection with severance benefits or executive perquisites other than relocation.
ü		Varying performance metrics under short-term and longer-term incentive plans – In balancing compensation objectives linked to short-term and long-term time horizons, the Company seeks to align compensation with several performance metrics that are critical to achievement of sustained growth and stockholder value creation.				×		No pledging or hedging of Company stock – We prohibit our executives and directors from hedging Enovis stock and from entering into new pledge arrangements or derivative agreements using Enovis stock.
ü		Caps on Annual Incentive Plan payouts – Executive bonus payments are capped under our AIP, as approved by our stockholders, in part to discourage excessive risk taking. The CHCM Committee is prohibited from increasing the results with respect to each financial and operational performance metric once established, but retains the discretion to reduce or eliminate compensation under our AIP even if performance goals are attained.				×		No repricing or buyout of underwater stock options – We do not permit the repricing of underwater stock options without the express approval of our stockholders.
ü		Double trigger provisions for change in control payments – Severance payable upon a change in control is only received upon executive’s employment termination without cause or resignation for good reason within two years following, or the three months preceding, the change in control. This approach is commonly referred to as “double trigger.”				×		No excessive change in control severance – No severance upon a change in control in excess of two times salary and target bonus.

 

				- 2022 Proxy Statement				29

What we do						What we don’t do
ü		Clawback Policy and Insider Trading Policy – We have a comprehensive compensation clawback policy that is triggered by a material restatement of the Company’s financial statements and applies to all of our executive officers, and enforce a strict insider trading policy and blackout periods for executives and directors.				×		No short-term vesting – We do not award any long-term incentives with a standard vesting period shorter than one year.
ü		Stock Ownership Policy – We have a robust stock ownership policy to further align the long-term financial interests of Company executives with those of our stockholders.				×		No compensation programs or policies that reward for material or excessive risk taking – We annually review the Company’s compensation policies and practices in relation to our risk management practices and any potential risk-taking incentives. Our most recent assessment concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
ü		Independent CHCM Committee and Consultant – Our CHCM Committee is comprised solely of independent directors. The compensation consultant to the CHCM Committee during 2021, FW Cook (i) is, based on the CHCM Committee’s assessment, independent and without any conflicts of interest with the Company and (ii) has never provided any services to the Company other than the compensation-related services provided to the CHCM Committee. See page 38 for further details.				×		No defined benefit pension plan – We do not maintain a defined benefit pension plan for any senior executives.

Determination of Executive Compensation and Performance Criteria

Our executive compensation program is based on the philosophy and design outlined above with a focus on exceptional performance and continuous improvement from our management team. Within this framework, the CHCM Committee exercises its reasoned business judgment in making executive compensation decisions and takes into account recommendations by our Chief Executive Officer with respect to the compensation of each executive officer, other than himself (see “CEO Recommendations” on page 37). Some of the factors that generally are referenced when making executive compensation decisions, none of which is assigned a particular weight, are as follows:

 

◾

The nature of the executive’s position

 

◾

The CHCM Committee’s assessment of pay levels and practices for executives with the skills and experience our executives possess (see “Role of Compensation Consultants and Peer Data Review” on page 38)

 

◾

The experience and performance record of the executive

 

◾

The Company’s operational and financial performance

 

◾

The executive’s leadership potential

 

◾

The retention value of our compensation program over time

Further, a substantial percentage of compensation under our Annual Incentive Plan is determined solely by the achievement of annual performance criteria based on Board-approved financial and operational goals for the fiscal year. These goals are then incorporated into the metrics set for our Annual Incentive Plan and approved by the CHCM Committee, as further discussed under “Bonus Calculation and Payment - Financial and Operational Metrics and 2021 Performance Results” on page 32. We believe that this link to our Board-established corporate and business goals reinforces alignment and incents breakthrough results both at the business-unit level and Company-wide.

 

30				- 2022 Proxy Statement

Elements of Our 2021 Executive Compensation Program

 

 

Base Salary

 

 

Base salaries are designed to provide compensation that is market competitive so that we can attract the best qualified individuals and retain our senior management. Base salaries are established at an executive’s hire and generally reviewed annually for potential increases. In February 2021, the CHCM Committee set the salary levels for each of our NEOs based on the CHCM Committee’s assessment of the relative roles and responsibilities of management and the results of their individual performance assessments, combined with perspective from competitive compensation data prepared by FW Cook and the CHCM Committee’s reasoned business judgment. A modest base salary increase was approved for Mr. Pryor in consideration of his efforts in furtherance of the Company’s acquisition strategy and leadership of its cybersecurity initiatives. A larger increase was approved for Mr. Kambeyanda in consideration of the significant additional duties and responsibilities he assumed in connection with preparing ESAB for the Separation. A comparison of base salary levels as of December 31, 2021 and 2020 is set forth below:

 

Named Executive Officer		2020 Annual Base Salary				2021 Annual Base Salary				Percentage Increase
Mr. Trerotola		$	1,077,000			$	1,077,000				—
Mr. Hix		$	650,000			$	650,000				—
Mr. Pryor		$	565,000			$	579,000				2	%
Mr. Kambeyanda		$	625,000			$	700,000				12	%
Mr. Shirley		$	850,000			$	850,000				—

 

 

Annual Incentive Plan

 

 

The goal of our AIP is to reward our executives for achievement in key areas of Company operational and financial performance as well as each executive’s individual contributions to Company success. Our NEOs are eligible to receive a cash incentive payment that is expressed as a percentage of the executive’s base salary (i.e., “target bonus”) under our Annual Incentive Plan. Performance measures include corporate and individual performance against pre-determined financial and operational metrics approved by the CHCM Committee at the beginning of the fiscal year.

These performance metrics established by the CHCM Committee for business leaders reflect both Company-wide and business-specific performance targets resulting in a company performance factor (“CPF”). The CPF for Messrs. Kambeyanda and Shirley is a weighted average consisting of 70% segment performance and 30% Colfax corporate performance. The amount payable under the AIP can be adjusted upward or downward based on the individual performance factor (“IPF”), which is linked to specific, individualized business goals. Actual bonus amounts are determined following completion of the performance year and are based on performance relative to these pre-established business and individual goals using the following formulas:

 

Executives can achieve a payout percentage of their target bonus ranging from zero for below-threshold performance to a threshold of 50% to a maximum of 200%, with 100% target goal achievement resulting in 100% payout of the individual’s target bonus for that performance metric, based on the extent to which objective pre-established financial and operational performance goals are achieved.

The total amount earned is subject to adjustment based on individual achievement as measured by an IPF. The IPF is a multiplier that ranges from 0 to 1.5 (subject to an overall payout cap of 250% of the target bonus). The IPF rating is based on individual performance

 

				- 2022 Proxy Statement				31

against pre-established objectives and the embodiment of our Company’s core values and behaviors. The IPF and key performance indicators include both financial and non-financial Company objectives over which the executive has primary control.

Detail regarding the individual components of these formulas for fiscal year 2021, including a calculation of the payout percentages and description of the IPF component, follows below.

Key Executive Team Achievements

 

◾

Delivered strong financial results, finishing 2021 with net income from continuing operations of $94 million, or $0.60 per share, and adjusted earnings of $2.14 per share

 

◾

Generated strong cash flow, successfully navigating COVID-19 pressures and supply chain constraints to produce full year operating cash flows of $356 million and free cash flow of $277 million

 

◾

Both businesses made meaningful margin improvements, with ESAB adjusted EBITDA margins improving by 150 basis points and DJO core adjusted EBITDA margins improving by 80 basis points

 

◾

Strengthened the Company’s balance sheet in advance of the Separation with a successful public offering of 16.1 million shares of common stock, raising $700 million and reducing existing indebtedness

 

◾

Completed acquisition of Mathys AG Bettlach, an international orthopedics leader, which significantly expanded the Company’s fast-growing reconstructive platform outside of the United States

 

◾

Completed a series of strategic acquisitions, including Trilliant and Medshape, to build out the Company’s foot and ankle portfolio

 

◾

Successfully prepared both Enovis and ESAB for the Separation, which was completed on April 4, 2022, by building out management teams, systems, compensation plans, and other public company infrastructure

 

◾

Continued focus on improvements in safety performance, in particular at ESAB, which achieved an industry-leading total recordable incident rate of 0.33, a 2.9% improvement from the prior year

 

◾

Continued leadership focus in navigating the COVID-19 pandemic, prioritizing the health and safety of our associates while ensuring continuity of supply to our customers

 

◾

Sustained focus on innovation and new product development at both ESAB and DJO, as well as continued growth in the digital space at both businesses

 

◾

Both business segments continued to outperform peers, even in a market impacted by COVID-19 and global supply chain challenges

Bonus Calculation and Payment – Financial and Operational Metrics and 2021 Performance Results

For corporate executives, in 2021 we utilized financial targets based on net sales (as adjusted), adjusted EBITA, cash conversion, and adjusted EPS for the Company performance factors (“CPF”). Performance targets were based upon Board-approved operational and financial goals for 2021, and represented significant progress in each category toward the achievement of the Company’s long-term growth objectives and aligned with the Board-approved corporate budget.

For Messrs. Kambeyanda and Shirley, Colfax corporate measures constituted 30% of the potential CPF with their respective business unit goals making up the remaining 70%. These weightings are intended to drive accountability for business operational results while also encouraging thoughtful work and cooperation across the organization.

 

32				- 2022 Proxy Statement

The financial and operational performance measures and corresponding weightings of these metrics for 2021 were as follows:

 

Measure		Corporate				ESAB				DJO
Net sales (as adjusted)(1)			25	%			30	%			30	%
Adjusted EBITA(2)			40	%			50	%			50	%
Cash Conversion(3)			20	%			20	%			20	%
Adjusted EPS(4)			15	%			N/A				N/A

 

(1)	Net sales is measured by U.S. GAAP sales excluding any sales from unbudgeted 2021 acquisitions, compared to 2021 budgeted sales at actual foreign exchange rates, with budgeted results for any divested/discontinued entities added to actual results in determining 2021 performance.

(2)

Adjusted EBITA is measured by comparing Adjusted EBITA excluding any unbudgeted 2021 acquisition to the 2021 Adjusted EBITA targets at actual foreign exchange rates and is defined as U.S. GAAP net income from continuing operations plus net interest expense, income taxes and acquisition-related amortization and inventory step-up charges, restructuring costs per company policy, non-cash asset impairments including goodwill and intangibles, unbudgeted acquisition and divestiture costs, foreign currency exchange gains or losses arising from initial recognition of a highly inflationary currency, pension curtailment costs, effects from changes in U.S. GAAP or other unplanned or nonrecurring items that the CHCM Committee considers unusual and not representative of the underlying economic performance of the Company, with budgeted results for any divested/discontinued entities added to actual results in determining 2021 performance.

(3)	Cash conversion is cash from operating activities less capital expenditures plus proceeds from asset sales divided by Adjusted Net Income. ESAB and DJO use Modified Cash Conversion, which excludes income taxes, interest expenses and defined benefit plan costs and funding.

(4)

Adjusted EPS performance is measured by comparing Adjusted EPS excluding any unbudgeted 2021 acquisitions to the 2021 Adjusted EPS target and is defined as U.S. GAAP net income adjusted for business unit entities divested in 2021 including related gain/loss on disposition, restructuring costs per company policy, non-cash asset impairments including goodwill and intangibles, unbudgeted acquisition and divestiture costs, foreign currency exchange gains or losses arising from initial recognition of a highly inflationary currency, pension curtailment costs, effects from changes in U.S. GAAP or similar unplanned material tax or regulatory changes, the after-tax impact of discontinued operations, early extinguishment of debt costs, or other unplanned or nonrecurring items that the CHCM Committee considers unusual and not representative of the underlying economic performance of the Company, divided by the weighted average of diluted shares outstanding, with budgeted results for any divested/discontinued entities added to actual results in determining 2021 performance.

Bonus Calculation – Target Bonus

The CHCM Committee annually reviews and approves AIP target bonus percentages for each executive officer in alignment with our compensation philosophy and taking into consideration the CHCM Committee’s competitive marketplace review. Targets as a percentage of base salary, which are set forth below, did not change from prior-year targets.

The 2021 corporate performance goals and achievement for each are set forth below. In setting these performance goals, the CHCM Committee utilized the same performance criteria that it had initially utilized for 2020, but determined that it was appropriate to establish target levels of performance for 2021 that were lower than the targets it had initially set for 2020. As discussed in last year’s proxy statement, the 2020 goals were established prior to when the COVID-19 pandemic significantly affected the Company’s business, which required the CHCM Committee to set aside the original 2020 performance goals and adopt a modified 2020 annual incentive program. Thus, in establishing goals for 2021, the CHCM Committee set target goals that required significant and sustained improvements above 2020’s actual performance and were consistent with the 2021 fiscal year guidance that the Company publicly announced on February 18, 2021. As shown in the table, the weighted average performance result for the 2021 Colfax CPF was 122% of plan.

 

Measure		Weighting				Target				Threshold				Maximum				Achieved				CPF Based on Weighting
Net Sales (as adjusted)			25	%		$	3.575 billion			$	3.218 billion			$	3.933 billion			$	3.777 billion				42	%
Adjusted EBITA			40	%		$	499 million			$	399 million			$	599 million			$	503 million				45	%
Cash Conversion			20	%			85	%			68	%			103	%			84	%			19	%
Adjusted EPS			15	%		$	2.15/share			$	1.72/share			$	2.58/share			$	2.14/share				16	%
Weighted aggregate CPF for 2021																							122	%

 

				- 2022 Proxy Statement				33

For Messrs. Kambeyanda and Shirley, Colfax corporate measures constituted 30% of the potential payout factor with their business unit goals consisting of 70% of the total target. Based on overall business performance for their business Mr. Kambeyanda achieved an overall CPF of 138% and Mr. Shirley achieved a CPF of 96%.

Bonuses for each of our NEOs, as calculated pursuant to the foregoing calculations, are set forth in the following table. These bonuses are also reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below on page 42.

 

NEO		Base Salary								Target Bonus Percentage								Target Bonus								CPF				Bonus before IPF application				Individual Performance Factor (IPF)								Executive Bonus Payment
Mr. Trerotola			1,077,000				X				125%				=				1,346,250				X				122%				1,642,425				105%				=				1,724,546
Mr. Hix			650,000				X				80%				=				520,000				X				122%				634,400				105%				=				666,120
Mr. Pryor			579,000				X				80%				=				463,200				X				122%				565,104				110%				=				621,614
Mr. Kambeyanda*			700,000				X				80%				=				560,000				X				138%				772,800				105%				=				811,440
Mr. Shirley*			850,000				X				100%				=				850,000				X				96%				816,000				100%				=				816,000

 

*	The business payout percentage is a weighted average consisting of 70% business segment and 30% Colfax corporate.

Bonus Calculation—Individual Performance Factor

In addition to the target bonus percentages and financial and operational metrics discussed above, the third and final factor under our AIP is the IPF, as described above. The individual performance factors for each executive were determined after evaluating each NEO’s performance, including the collective achievements detailed on page 32 above.

 

 

Long-Term Incentives

 

 

The goal of our long-term incentive plan is to align the compensation of executives with the interests of stockholders by encouraging sustained long-term improvement in operational and financial performance and long-term increase in stockholder value. Long-term incentives also serve as retention instruments and provide equity-building opportunities for executives. Beginning in 2020, annual equity awards generally consisted of 50% PRSUs, 25% stock options, and 25% time-vesting RSUs. The CHCM Committee believes this further aligns the long-term interests of management and stockholders and promotes increased equity ownership among our executive officers.

 

34				- 2022 Proxy Statement