Enovis CORP
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
ENOV$28.22-1.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(A) The following documents are filed as part of this report.
(1) Financial Statements. The financial statements are set forth under Part II, Item 8. “Financial Statements and Supplementary Data” of this report on Form 10-K.
(2) Schedules. An index of Exhibits and Schedules begins on page 110 of this report. Schedules other than those listed have been omitted from this Annual Report because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
(3) Exhibits: See exhibits listed under Part (B) below.
(B) Exhibits.
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE
| Valuation and Qualifying Accounts | 116 |
|---|
EXHIBIT INDEX
Explanatory Note: On April 4, 2022, the Company changed its corporate name from “Colfax Corporation” to “Enovis Corporation”. References to “the Company” in the exhibit index below refer to “Colfax Corporation” with respect to periods prior to the date of the name change, and to Enovis Corporation with respect to periods after the date of the name change.
| ExhibitNo. | Description | Location |
| 2.1 | Separation and Distribution Agreement, dated April 4, 2022, between the Company and ESAB Corporation | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on April 8, 2022. |
| 2.2 | Purchase Agreement, dated as of September 24, 2017, by and between the Company and CIRCOR International, Inc. | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on September 25, 2017 |
| 2.3 | Equity and Asset Purchase Agreement, dated as of May 15, 2019, by and among the Company, the entities set forth on Schedule I-A thereto, Granite Holdings US Acquisition Co. International, Inc. and Brilliant 3047, GmbH | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 17, 2019 |
| 2.4 | Share Purchase Agreement, dated September 22, 2023, between the Company and Emil Holding II S.a.r.l. | Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on September 28, 2023 |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company | Incorporated by reference to Exhibit 3.01 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on January 30, 2012 |
| 3.1.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on April 8,2022 |
| 3.2 | Amended and Restated Bylaws of the Company | Incorporated by reference to Exhibit 3.02 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on December 15, 2022 |
| 4.1 | Specimen Common Stock Certificate | Incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 (File 333-148486) as filed with the SEC on May 1, 2008 |
| 4.2 | Description of Securities registered under Section 12 of the Exchange Act | Incorporated by reference to Exhibit 4.8 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020 |
| 4.3 | Indenture, dated October 24, 2023, between the Company and U.S. Bank Trust Company, National Association, as Trustee | Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on October 25, 2023 |
| 4.4 | Form of 3.875% Convertible Senior Note due 2028 | Incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on October 25, 2023 |
| 10.1 | 2008 Omnibus Incentive Plan* | Incorporated by reference to Exhibit 10.1 to the Company’s Form S-1 (File 333-148486) as filed with the SEC on April 23, 2008 |
| 10.2 | 2008 Omnibus Incentive Plan, as amended and restated April 2, 2012* | Incorporated by reference to Exhibit 10.07 to the Company’s Form 10-Q (File No. 001-34045) as filed with the SEC on August 7, 2012 |
| ExhibitNo. | Description | Location |
| 10.3 | 2016 Omnibus Incentive Plan* | Incorporated by reference to Exhibit 10.01 to the Company’s Form 10-Q (File No. 001-34045) as filed with the SEC on July 28, 2016 |
| 10.4 | Form of Non-Qualified Stock Option Agreement for officers * | Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017 |
| 10.5 | Form of Non-Qualified Stock Option Agreement for officers with retirement provision * | Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020 |
| 10.6 | Form of Non-Qualified Stock Option Agreement for non-officers * | Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017 |
| 10.7 | Form of Non-Qualified Stock Option Agreement for non-officers with retirement provision* | Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020 |
| 10.8 | Form of Performance Stock Unit Agreement* | Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017 |
| 10.9 | Form of Performance Stock Unit Agreement with retirement provision* | Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020 |
| 10.10 | Form of Restricted Stock Unit Agreement* | Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017 |
| 10.11 | Form of Restricted Stock Unit Agreement with retirement provisions* | Incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020 |
| 10.12 | Form of Outside Director Deferred Stock Unit Agreement* | Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017 |
| 10.13 | Form of Outside Director Restricted Stock Unit Agreement (no deferral)* | Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017 |
| 10.14 | Form of Outside Director Deferred Stock Unit Agreement for deferral of grants of restricted stock * | Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017 |
| 10.15 | Form of Outside Director Deferred Stock Unit Agreement for deferral of director fees* | Incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017 |
| 10.16 | Form of Outside Director Non-Qualified Stock Option Agreement* | Incorporated by reference to Exhibit 10.13 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017 |
| 10.17 | 2020 Omnibus Incentive Plan* | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020 |
| 10.18 | First Amendment to 2020 Omnibus Incentive Plan | Incorporated by reference to Exhibit 10.1 to the Company’s form 8-K (File No. 001-34045) as filed with the SEC on June 13, 2022 |
| 10.19 | Form of Non-Qualified Stock Option Agreement – Chief Executive Officer (2020 Plan)* | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020 |
| 10.20 | Form of Non-Qualified Stock Option Agreement – Officer (w/ Retirement) (2020 Plan)* | Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020 |
| ExhibitNo. | Description | Location |
| 10.21 | Form of Non-Qualified Stock Option Agreement – Outside Director (2020 Plan)* | Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020 |
| 10.22 | Form of Performance Stock Unit Agreement – Chief Executive Officer (2020 Plan)* | Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020 |
| 10.23 | Form of Performance Stock Unit Agreement – Officer (w/ Retirement) (2020 Plan)* | Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020 |
| 10.24 | Form of Restricted Stock Unit Agreement – Chief Executive Officer (2020 Plan)* | Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020 |
| 10.25 | Restricted Stock Unit Agreement – Officer (w/ Retirement) (2020 Plan)* | Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020 |
| 10.26 | Form of Restricted Stock Unit Agreement – Outside Director (2020 Plan)* | Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020 |
| 10.27 | Form of Retention Restricted Stock Unit Agreement (2020 Plan)* | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-3405) as filed with the SEC on March 5, 2021 |
| 10.28 | Amended and Restated Excess Benefit Plan, effective as of January 1, 2013* | Incorporated by reference to Exhibit 10.13 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 19, 2013 |
| 10.29 | Amendment No. 1 to Amended and Restated Excess Benefit Plan, dated December 12, 2018* | Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020 |
| 10.30 | Nonqualified Deferred Compensation Plan, as effective January 1, 2016* | Incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 16, 2016 |
| 10.31 | Amendment No. 1 to Nonqualified Deferred Compensation Plan, effective as of February 13, 2017* | Incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020 |
| 10.32 | Amendment No. 2 to Nonqualified Deferred Compensation Plan, dated December 12, 2018* | Incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020 |
| 10.33 | Amendment No. 3 to Nonqualified Deferred Compensation Plan, effective as of December 1, 2020* | Incorporated by reference to Exhibit 10.32 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 22, 2022 |
| 10.34 | Amendment No. 4 to Nonqualified Deferred Compensation Plan, effective as of January 1, 2022* | Incorporated by reference to Exhibit 10.33 to the Company’s Form 10-K (File. No. 001-34045) as filed with the SEC on February 22, 2022 |
| 10.35 | Employment Agreement between Matthew L. Trerotola and the Company* | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on July 23, 2015 |
| 10.36 | Employment Agreement between the Company and Daniel A. Pryor* | Incorporated by reference to Exhibit 10.04 to the Company’s Form 10-Q (File No. 001-34045) as filed with the SEC on August 7, 2012 |
| 10.37 | Letter Agreement between the Company and Phillip Benjamin Berry, dated December 31, 2022* | Incorporated by reference to Exhibit 10.38 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on March 1, 2023 |
| 10.38 | Employment Agreement, dated as of November 14, 2016, by and between DJO Global, Inc. and Brady Shirley* | Incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on February 19, 2021 |
| ExhibitNo. | Description | Location |
| 10.39 | Form of Indemnification Agreement between the Company and each of its directors and executive officers* | Incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 (File 333-148486) as filed with the SEC on May 1, 2008 |
| 10.40 | Form of Change in Control Agreement* | Incorporated by reference to Exhibit 10.01 to the Company’s Form 10-Q (File No. 001-34045) as filed with the SEC on October 29, 2020 |
| 10.41 | Annual Incentive Plan, as amended and restated April 3, 2020* | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on April 9, 2020 |
| 10.42 | Executive Officer Severance Plan* | Incorporated by reference to Exhibit 10.02 to the Company’s Form 10-Q (File No. 001-34045) as filed with the SEC on July 23, 2015 |
| 10.43 | Director Deferred Compensation Plan* | Incorporated by reference to Exhibit 10.9 to the Company’s Form S-1 (File 333-148486) as filed with the SEC on April 23, 2008 |
| 10.44 | Amendment No. 1 to the Director Deferred Compensation Plan* | Incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K (File 333-148486) as filed with the SEC on February 16, 2018 |
| 10.45 | Credit Agreement, dated April 4, 2022, by and among the Company, as the lead borrower, certain subsidiaries of the Company identified therein as guarantors, each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Citizens Bank, N.A., BNP Paribas, Bank of Montreal and Wells Fargo Bank, National Association, as co-syndication agents, and joint bookrunners and joint lead arrangers named therein | Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on April 8, 2022 |
| 10.46 | Amendment No. 1 to Credit Agreement, dated October 23, 2023, by and among the Company, the lenders and guarantors party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on October 25, 2023 |
| 10.47 | Transition Services Agreement, dated April 4, 2022, between the Company and ESAB Corporation | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on April 8, 2022 |
| 10.48 | Tax Matters Agreement, dated April 4, 2022, between the Company and ESAB Corporation | Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on April 8, 2022 |
| 10.49 | Employee Matters Agreement, dated April 4, 2022, between the Company and ESAB Corporation | Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on April 8, 2022 |
| 10.50 | Intellectual Property Matters Agreement, dated April 4, 2022, between the Company and ESAB Corporation | Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on April 8, 2022 |
| 10.51 | EBS License Agreement, dated April 4, 2022, between the Company and ESAB Corporation | Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on April 8, 2022 |
| 10.52 | Letter Agreement between the Company and Patricia Lang, dated December 17, 2018* | Incorporated by reference to Exhibit 10.64 to the Company’s Form 10-K (File No. 001-34045) as filed with the SEC on March 1, 2023 |
| 10.53 | Enovis Corporation 2023 Non-Qualified Stock Purchase Plan | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on May 22, 2023 |
| 10.54 | Form of Capped Call Confirmation entered into with Initial Purchasers of 3.875% Convertible Notes | Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34045) as filed with the SEC on October 25, 2023 |
| ExhibitNo. | Description | Location |
| 10.55 | Registration Rights Agreement, dated January 3, 2024, by and between the Company and Emil Holding II S.a.r.l. | Filed herewith |
| 21.1 | Subsidiaries of registrant | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm | Filed herewith |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | Filed herewith |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1 | Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 32.2 | Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 97.1 | Enovis Corporation Policy for Recovery of Erroneously Awarded Compensation, effective as of September 20, 2023 | Filed herewith |
| 101.INS | Inline XBRL Instance Document | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K for the fiscal year ended December 31, 2021 is formatted in Inline XBRL (included as Exhibit 101). | Filed herewith |
- Indicates management contract or compensatory plan, contract or arrangement.
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