Enovis CORP
For the period ended Apr 6, 2026. Filed Apr 6, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 6, 2026 · Filed Apr 6, 2026
Contents
Cover page
Show cover page
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
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 Rule 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
May 19, 2026 at 12:00 p.m. Eastern Time
Notice of 2026 Annual Meeting of Stockholders
Tuesday, May 19, 2026
12:00 p.m. Eastern Time
Via live webcast at
www.virtualshareholdermeeting.com/ENOV2026
To Our Stockholders:
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Enovis Corporation (“Enovis”) will be held via live webcast at www.virtualshareholdermeeting.com/ENOV2026 on Tuesday, May 19, 2026 at 12:00 p.m. Eastern Time, for the following purposes:
| 1. | To elect the ten 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, 2026; |
| 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 March 30, 2026 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 allowing stockholders to participate from any location provides expanded stockholder access, improves stockholder convenience, improves communications, and alleviates the environmental impact of traveling to an in-person meeting. To attend, participate in, and vote during the Annual Meeting, stockholders of record must go to the meeting website at www.virtualshareholdermeeting.com/ENOV2026 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 6, 2026
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 | 14 |
| Board Recommendation | 14 |
| CORPORATE GOVERNANCE | 15 |
| Director Independence | 15 |
| Board of Directors and its Committees | 15 |
| Compensation Committee Interlocks and Insider Participation | 17 |
| Mandatory Director Retirement Age | 17 |
| Identification of Director Candidates and Director Nomination Process | 17 |
| Board Leadership Structure | 18 |
| Board Evaluation Process | 18 |
| Board’s Role in Risk Oversight | 19 |
| Standards of Conduct | 20 |
| Certain Relationships and Related Person Transactions | 21 |
| Contacting the Board of Directors | 21 |
| DIRECTOR COMPENSATION | 22 |
| PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 24 |
| Independent Registered Public Accounting Firm Fees and Services | 24 |
| Audit Committee’s Pre-Approval Policies and Procedures | 25 |
| Vote Required | 25 |
| Board Recommendation | 25 |
| AUDIT COMMITTEE REPORT | 26 |
| COMPENSATION DISCUSSION AND ANALYSIS | 27 |
| Executive Summary | 27 |
| Determination of Executive Compensation and Performance Criteria | 31 |
| Elements of Our 2025 Executive Compensation Program | 31 |
| COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE REPORT | 40 |
| EXECUTIVE COMPENSATION | 41 |
| Summary Compensation Table | 41 |
| Grants of Plan-Based Awards for 2025 | 43 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 44 |
| Option Exercises and Stock Vested During Fiscal 2025 | 47 |
| Nonqualified Deferred Compensation | 48 |
| Potential Payments Upon Termination or Change of Control | 52 |
| CEO PAY RATIO DISCLOSURE | 53 |
| PAY-VERSUS-PERFORMANCE | 54 |
|---|---|
| EQUITY COMPENSATION PLAN INFORMATION | 57 |
| 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 |
| Outside Director Award Limit Background | 60 |
| Highlights of the Amended 2020 Plan | 60 |
| Summary of the Material Terms of the 2020 Plan | 61 |
| Share Usage | 63 |
| Federal Income Tax Consequences | 65 |
| Existing Plan Benefits to Named Executive Officers and Others | 67 |
| 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 | 70 |
| Outstanding Stock and Voting Rights | 70 |
| Stockholder Proposals and Nominations | 71 |
| Delivery of Documents to Stockholders Sharing an Address | 71 |
| Additional Information | 72 |
| Other Matters | 72 |
Special Note Regarding Forward-Looking Statements
This proxy statement (this “Proxy Statement”) includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning the plans, goals, objectives, outlook, expectations and intentions of Enovis Corporation (“Enovis” or “we”) and other statements that are not historical or current fact. Forward-looking statements are based on our current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause our results to differ materially from current expectations include, but are not limited to, risks related to macroeconomic conditions, including the impact of increasing inflationary pressures; changes in government trade policies, including the implementation of tariffs; supply chain disruptions; increasing energy costs and availability concerns, particularly in the European market; disruptions in the global economy caused by escalating geopolitical tensions including in connection with the ongoing conflicts between Russia and the Ukraine and in the Middle East; the impact of public health emergencies and global pandemics; and the other factors detailed in our reports filed with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under the caption “Risk Factors,” as well as the other risks discussed in our filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This Proxy Statement speaks only as of the date hereof. We do not assume any obligation and do not intend to update any forward-looking statement except as required by law. Additionally, certain information included herein or elsewhere, including our website, is informed by third-party frameworks and other stakeholder expectations and is therefore not necessarily “material” for purposes of our securities filings.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.