Enovis CORP
For the period ended May 21, 2025. Filed Apr 11, 2025.
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May 21, 2025 · Filed Apr 11, 2025
Contents
PAY-VERSUS-PERFORMANCE
| ∎ | PAY-VERSUS-PERFORMANCE |
|---|
Disclosures Concerning
Pay-Versus-Performance
This disclosure is being provided as required by the SEC’s pay versus performance rules in Item 402(v) of Regulation
S-K
promulgated under the Exchange Act, and certain measures disclosed in the table below, including “Compensation Actually Paid,” are calculated in accordance with those rules. For a description of the CHCM Committee’s processes, policies, and considerations when setting compensation and evaluating performance, please see the “Compensation Discussion and Analysis” beginning on page 27.
| (a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for PEO(1) · Compensation Actually Paid to PEO(1) · Average Summary Compensation Table Total for Non-PEO NEOs(2) · Average Compensation Actually Paid to Non-PEO NEOs(2) · Value of Initial Fixed $100 Investment Based On: · Net Sales (as adjusted) (thousands)(5) | ||||||||
| Total Shareholder Return(3) · Peer Group Total Shareholder Return(4) · GAAPNet Income (in thousands) | ||||||||
| 2024 | $12,452,638 | $4,867,589 | $2,778,823 | $1,738,391 | $70.12 | $105.04 | $(825,494) | $2,107,600 |
| 2023 | $10,774,635 | $11,810,926 | $3,596,823 | $3,819,599 | $89.52 | $99.63 | $(33,261) | $1,693,000 |
| 2022 | $12,196,680 | $9,697,518 | $4,438,420 | $3,382,267 | $85.53 | $105.61 | $(13,292) | $1,560,000 |
| 2021 | $13,833,746 | $14,132,803 | $4,459,993 | $4,901,370 | $126.36 | $137.80 | $71,657 | $3,777,000 |
| 2020 | $8,279,886 | $8,899,729 | $3,122,439 | $2,614,846 | $105.11 | $133.15 | $42,625 | $3,071,000 |
| (1) | Mr. Trerotola was the Company’s PEO for the entirety of 2024, 2023, 2022, 2021 and 2020. Compensation “Actually Paid” reported in this column is derived from the Summary Compensation Table Total for the applicable fiscal year by making the following deductions and additions: |
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| Summary Compensation Table (“SCT”) Total | $12,452,638 | $10,774,635 | $12,196,680 | $13,833,746 | $8,279,886 |
| Less: | |||||
| SCT – Stock Awards | 9,521,707 | 5,678,701 | 5,402,485 | 8,807,050 | 4,429,992 |
| SCT – Option Awards | — | 1,750,010 | 1,674,597 | 1,549,997 | 1,443,739 |
| Plus: | |||||
| Fair value of awards granted during covered year that remain outstanding and unvested as of the last day of the covered year | 5,480,495 | 7,512,824 | 4,964,465 | 10,720,775 | 6,330,558 |
| Change in fair value as of the last day of the covered year of outstanding and unvested awards granted in prior years | (4,222,196) | 424,787 | (5,329,759) | (702,650) | 321,309 |
| Change in fair value as of the vesting date of awards granted in prior years that vested during the covered year | 678,359 | 527,391 | 4,943,214 | 637,979 | (158,294) |
| Compensation Actually Paid | $4,867,589 | $11,810,926 | $9,697,518 | $14,132,803 | $8,899,729 |
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| (2) | For 2024, the individuals included in the non-PEO NEO Average were Messrs. Berry, Pryor, Shirley, Tandy, and Ms. Lang. For 2023, the individuals included in the non-PEO NEO Average were Messrs. Berry, Pryor, and Shirley and Ms. Lang. For 2022, 2021 and 2020, the individuals included were Messrs. Pryor and Shirley, Mr. Christopher M. Hix, who served as Executive Vice President and Chief Financial Officer through December 31, 2022, and Mr. Shyam Kambeyanda, who served as Executive Vice President, President and CEO of the Company’s ESAB business segment prior to the completion of the Separation. Average Compensation “Actually Paid” to the Company’s Non-PEO NEOs reported in this column is derived from the Summary Compensation Table Total for the applicable fiscal year by making the following deductions and additions: |
| 2024 | 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|---|
| Summary Compensation Table (“SCT”) Total | $2,778,823 | $3,596,823 | $4,438,420 | $4,459,993 | $3,122,439 |
| Less: | |||||
| SCT – Stock Awards | 1,797,012 | 1,798,563 | 1,519,216 | 2,463,422 | 1,639,643 |
| SCT – Option Awards | — | 446,871 | 371,778 | 484,376 | 334,370 |
| Plus: | |||||
| Fair value of awards granted during covered year that remain outstanding and unvested as of the last day of the covered year | 1,074,854 | 2,257,236 | 1,196,776 | 2,856,735 | 1,895,935 |
| Change in fair value as of the last day of the covered year of outstanding and unvested awards granted in prior years | (937,753) | 96,325 | (1,334,268) | (153,300) | (159,673) |
| Change in fair value as of the vesting date of awards granted in prior years that vested during the covered year | 619,478 | 114,649 | 972,333 | 685,740 | (269,842) |
| Compensation Actually Paid | $1,738,391 | $3,819,599 | $3,382,267 | $4,901,370 | $2,614,846 |
| (3) | The amounts set forth under the heading “Total Shareholder Return” (“TSR”) reflect the year-over-year value, as of the end of the applicable fiscal year, of a hypothetical initial investment in the Company’s common stock of $100 made on December 31, 2019. |
| (4) | The amounts set forth under the heading “Peer Group TSR” reflect the year-over-year value, as of the end of the applicable fiscal year, of a hypothetical initial investment of $100 made on December 31, 2019 into the S&P 500 Health Care Equipment Select Industry Index (the “Peer Group”), which the Company selected as its published industry or line-of-business index for purposes of the performance graph required under Item 201(e) of Regulation S-K in its Form 10-K for the year ended December 31, 2024. |
| Year | Total Shareholder Return | Peer Group Total Shareholder Return |
|---|---|---|
| 2024 | $70.12 | $105.04 |
| 2023 | $89.52 | $99.63 |
| 2022 | $85.53 | $105.61 |
| 2021 | $126.36 | $137.80 |
| 2020 | $105.11 | $133.15 |
| (5) | While the Company considers several financial measures to be important, the CHCM Committee selected Net Sales (as adjusted) as the Company-Selected Measure for 2024. This performance measure may not have been the most important financial measure for years 2021 and 2020 and we may determine a different financial performance measure to be the Company-Selected Measure in future years. |
Relationship Between Enovis Total Shareholder Return and “Compensation Actually Paid”
During 2024, the “Compensation Actually Paid” to our PEO and our non PEO-NEO (on average) decreased from the prior year, as did the Company’s TSR. This relationship can be partially attributed to the Company’s use of relative TSR as a metric for its PRSU awards during the disclosed period. Further, because a significant portion of NEO compensation is granted through PSUs or RSUs which track the Company share price, if the Company’s stock price increases (and TSR likewise increases), the value of a NEO’s long-term incentives will generally increase proportionately. Similarly, as the Company’s stock price decreases, the value of a NEO’s long-term incentives will generally decrease proportionately.
Relationship Between Net Income and “Compensation Actually Paid”
The Company does not directly employ net income as a financial performance measure upon which named executive officer compensation may be earned. However, net income movements are indirectly tracked through our use of certain
non-GAAP
metrics in
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our annual incentive plan, which included Adjusted EBITDA in 2024, 2023 and 2022, and Adjusted EBITA and Adjusted EPS in 2021 and 2020. Accordingly, “Compensation Actually Paid” includes bonuses earned in 2024, 2023, 2022, 2021 and 2020 that were based in part on the Company’s achievement against Adjusted EBITDA, Adjusted EBITA and Adjusted EPS targets.
Relationship Between Net Sales (as adjusted) and “Compensation Actually Paid”
Net Sales (as adjusted) represents actual U.S. GAAP sales excluding unbudgeted acquisitions. Net Sales (as adjusted) has served as a key financial performance measure (40% weighting in 2024, 2023 and 2022, 25% in 2021, component of Q1 2020 bonus opportunity) upon which Annual Incentive Plan bonuses have been able to be earned. When measuring Net Sales (as adjusted) performance, target sales are adjusted for changes in currency translation rates in order to create a constant currency view. Net Sales (as adjusted) factors into the computation of “Compensation Actually Paid”, which includes bonuses that were based in part on the Company’s achievement against Net Sales (as adjusted) targets. For more information on the weighting of Net Sales (as adjusted) in the determination of the Company’s 2024 Annual Incentive Plan bonuses, see “Annual Incentive Plan – Bonus Calculation – Target Bonus” on page 33.
Comparison Between Enovis TSR and Peer Group TSR
Over the five year period measured in the table above, the Company’s TSR has decreased, while the TSR of the S&P Health Care Equipment Select Industry Index has had mixed performance over the same period. Our cumulative TSR during the five-year measurement period was less than that of the peer group, which we believe can be partially attributed to the
COVID-19
pandemic and macroeconomic conditions having different impacts on our Company relative to many other companies in the S&P Health Care Equipment Select Industry Index. Relative TSR performance measured against the S&P Health Care Equipment Select Industry Index has been included as a performance measure for the Company’s 2024 PRSU grants.
Most Important Financial Measures
The below tabular list identifies the financial measures We deemed to be the most important financial measures for 2024 for linking the compensation of the Company’s named executive officers to the performance of the Company. For additional information on these measures, please see “Compensation Discussion and Analysis” beginning on page 27.
Most Important Financial Measures
Net Sales (as adjusted)
Adjusted EBITDA
Relative TSR
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