As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance measures. For information about how our Compensation Committee seeks to align executive compensation with the Company’s performance, see “Compensation discussion and analysis.” The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.
Pay versus performance table
| Year · SummaryCompensationTable Total forCEO · CompensationActually Paidto CEO(1) · Average SummaryCompensationTable Totalfor Non-CEONamed ExecutiveOfficers(2) · AverageCompensationActually Paid toNon-CEO NamedExecutiveOfficers(1) · Value of Initial Fixed $100Investment Based on: · NetIncome(in Millions) · Company Selected Measure (Adjusted EPS)(5) |
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| Total Shareholder Return(3) · Peer Group Total Shareholder Return(4) |
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| 2024 | $30,449,599 | $29,595,626 | $10,933,925 | $10,458,486 | $162.06 | $152.79 | $6,338 | $21.86 |
| 2023 | $18,976,669 | $9,231,815 | $5,527,624 | $2,788,969 | $164.90 | $144.58 | $5,955 | $21.55 |
| 2022 | $28,208,909 | $(4,695,030) | $5,944,038 | $(639,700) | $170.63 | $137.66 | $6,960 | $23.24 |
| 2021 | $21,234,358 | $65,926,795 | $8,235,368 | $23,903,448 | $206.28 | $141.38 | $7,728 | $25.13 |
| 2020 | $26,390,073 | $79,705,130 | $8,981,197 | $27,907,550 | $143.71 | $112.97 | $6,377 | $19.56 |
| (1) | Represents the amount of “Compensation Actually Paid” or “CAP” as computed per SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the applicable individual(s) during the applicable year. The following table summarizes the adjustments made to total compensation in accordance with Item 402(v) of Regulation S-K in order to determine the compensation amounts shown in the table above as being “Compensation Actually Paid”. |
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| 2024 | 2023 | 2022 | 2021 | 2020 |
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| Adjustments | CEO | Other NEOs* | CEO | Other NEOs* | CEO | Other NEOs* | CEO | Other NEOs* | CEO | Other NEOs* |
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| Total Compensation from Summary Compensation Table (“SCT”) | $30,449,599 | $10,933,925 | $18,976,669 | $5,527,624 | $28,208,909 | $5,944,038 | $21,234,358 | $8,235,368 | $26,390,073 | $8,981,197 |
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| Adjustments for defined benefit and actuarial pension plans |
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| (Subtraction): SCT amounts | $— | $— | $— | $— | $— | $— | $— | $— | $— | $(158,701) |
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| Adjustments for stock and option awards** |
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| (Subtraction): SCT amounts | $(22,665,535) | $(8,103,866) | $(13,893,334) | $(3,748,831) | $(20,198,218) | $(3,416,337) | $(12,551,562) | $(5,251,850) | $(16,282,896) | $(5,319,794) |
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| Addition: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end | $17,596,455 | $6,107,964 | $6,817,181 | $1,839,348 | $13,253,670 | $3,626,807 | $26,760,316 | $10,357,430 | $31,993,253 | $10,441,378 |
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| Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | $(1,146,029) | $(395,477) | $(2,341,587) | $(688,989) | $(15,113,021) | $(4,391,710) | $32,315,930 | $10,136,736 | $37,866,345 | $11,887,160 |
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| Addition: Vesting date fair value of awards granted and vesting during such year | $— | $181,489 | $408,893 | $110,537 | $399,670 | $109,219 | $762,602 | $269,259 | $823,466 | $270,477 |
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| Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | $5,361,136 | $1,734,451 | $(736,007) | $(250,720) | $(11,246,041) | $(2,511,717) | $(2,594,849) | $156,505 | $(1,085,111) | $1,805,834 |
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| Compensation Actually Paid (as calculated) | $29,595,626 | $10,458,486 | $9,231,815 | $2,788,969 | $(4,695,030) | $(639,700) | $65,926,795 | $23,903,448 | $79,705,130 | $27,907,550 |
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| * | Amounts presented are averages for the entire group of NEOs (excluding our CEO). |
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| ** | Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted stock unit grant date fair values are calculated using the stock price and performance accrual modifiers, where relevant, as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of the applicable year end and as of the date of vest. Time-based restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of the applicable year end and as of each date of vest. |
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| (2) | The CEO was Mr. Casper for all years in the table. The other NEOs were Messrs Williamson and Lagarde (all years), Mr. Lowery (2024), Mr. Pettiti (2024, 2023, 2022 and 2021), Lisa Britt (2023), Michael Boxer (2022), Mark Stevenson (2021 and 2020), and Syed Jafry (2020). |
| (3) | For the relevant fiscal year, represents the cumulative total shareholder return of the Company for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021, and 2020, respectively. |
| (4) | For the relevant fiscal year, represents the cumulative total shareholder return of a weighted blend (80/20, respectively) of the Standard & Poor’s 500 Healthcare and Standard & Poor’s 500 Industrial Indices (“S&P Index”), our published industry index for purposes of disclosure under Item 201(e) of Regulation S-K, for the measurement periods ending on December 31 of each of 2024, 2023, 2022, 2021, and 2020, respectively. |
| (5) | Adjusted EPS is a non-GAAP measure. Appendix A to this Proxy Statement defines this and other non-GAAP financial measures. |
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Measures linking pay and performance
As described in greater detail in “Compensation discussion and analysis,” our approach to executive compensation is designed to provide a market-competitive total compensation program that directly links pay to performance, promotes the achievement of key strategic and financial performance, motivates long-term value creation, aligns executive officers’ interests with those of our shareholders, and attracts and retains the best possible executive talent. The most important financial measures used by the Company to link Compensation Actually Paid (as defined by SEC rules) to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are:
| Organic Revenue Growth* | Adjusted Net Income | * | Adjusted EPS | * | Free Cash Flow | * | Total Shareholder Return |
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| * | These measures are non-GAAP measures. Appendix A to this Proxy Statement defines these and other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures. |
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Relationship between pay and performance
While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the “Pay versus performance” table. Moreover, the Company does not specifically align the Company’s performance measures with Compensation Actually Paid (as defined by SEC rules) for a particular year. In accordance with SEC rules, we are providing the following graphic descriptions of the relationships between information presented in the “Pay versus performance” table.
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Adjusted EPS
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