DEF 14A of Enovis CORP, Apr 11, 2025

DEF 14A of Enovis CORP

Filed Apr 11, 2025 · FY20240001193125-25-079083

Open on EDGAR

  1. Board Nominees (page 10)

    Board Nominees (page 10) The following table provides summary information about each director nominee:

  2. Board Nominees (page 10)

    | Name | Age | Director Since | Occupation | Independent | Committee Memberships | Other Public Boards | | Barbara W. Bodem | 57 | 2022 | Former Chief Financial Officer, Hill-Rom Holdings, Inc. | ✓ | Audit | ∎ BioMarin Pharmaceutical, Inc. ∎ Option Care Health, Inc. | | Liam J. Kelly | 58 | 2020 | President and Chief Executive Officer, Teleflex Incorporated | ✓ | Nominating | ∎ Teleflex Incorporated | | Angela S. Lalor | 59 | 2022 | Retired Senior VP, Human Resources, Danaher Corporation | ✓ | CHCM (Chair) | None | | Philip A. Okala | 56 | 2021 | Chief Operating Officer, Tufts Medicine | ✓ | Audit | None | | Christine Ortiz | 54 | 2022 | Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology | ✓ | Nominating | ∎ Mueller Water Products, Inc. | | A. Clayton Perfall | 66 | 2010 | Former Operating Executive, Tailwind Capital | ✓ | Audit (Chair) | None | | Brady R. Shirley | 59 | 2022 | Executive Advisor (former President and Chief Operating Officer), Enovis Corporation | | N/A | None | | Rajiv Vinnakota | 54 | 2008 | President, Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation) | ✓ | CHCM Nominating (Chair) | ∎ ESAB Corporation | | Sharon Wienbar | 63 | 2016 | Former Partner, Scale Venture Partners | ✓ | CHCM | ∎ Resideo Technologies, Inc. ∎ Ingram Micro Holding Corporation |

  3. Board Nominees (page 10)

    | - 2025 Proxy Statement | 3 |

  4. Board Nominees (page 10)

    Our nine director nominees are current directors and have a diverse range of backgrounds, skills and experience, which the Board believes contributes to the effective oversight of the Company. The following charts summarize the composition of our Board and skills and experience of our Board members:

  5. Executive Compensation (page 40)

    | ∎ | We emphasize long-term stockholder value creation by using performance-based restricted stock units, and time-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; |

  6. Executive Compensation (page 40)

    | ∎ | 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 may vary significantly from year-to-year based on the achievement of those targets; and |

  7. Director Qualifications

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

  8. Nominees for Director

    Nominees for Director The names of the nominees for director, their ages as of April 11, 2025, 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:

  9. Nominees for Director

    | Barbara W. Bodem Director since 2022 Independent | Age 57 Committees: Audit | Career Highlights and Recent Business Experience ∎ Dentsply Sirona Inc. ∎ Interim Chief Financial Officer (April – October 2022) ∎ Hill-Rom Holdings, Inc. ∎ Senior Vice President and Chief Financial Officer (2018 – 2021) ∎ Mallinckrodt Pharmaceuticals ∎ BiomEdit (private company) ∎ Director (2022 – present) ∎ Northstar Medical Radioisotope (private company) ∎ Director (2024 – present) ∎ Previously served in senior finance roles for Hospira, Inc. and Eli Lilly & Company | Other Current Public Directorships ∎ BioMarin Pharmaceutical, Inc. (2023 – present) ∎ Option Care Health, Inc. (2024 – present) Other Public Directorships in the Past Five Years ∎ Syneos Health, Inc. (2022 – 2023) ∎ Turning Point Therapeutics (2021 – 2022) ∎ Invacare Corporation (2017 – 2018) Specific Qualifications, Experience, Skills and Expertise ∎ Extensive finance, accounting and risk management experience, including as a public company chief financial officer ∎ Significant medical device and healthcare industry experience ∎ Board leadership experience as an audit committee member and chair, nom/gov committee member and compensation committee member |

  10. Nominees for Director

    | Liam J. Kelly Director since 2020 Independent | Age 58 Committees: Nominating and Corporate Governance | Career Highlights and Recent Business Experience ∎ Teleflex Incorporated ∎ Chairman, President and Chief Executive Officer (2020 – present) ∎ President and Chief Executive Officer (2018 – 2020) ∎ Served in a variety of senior leadership roles from 2009 to 2017 ∎ Hill-Rom Holdings, Inc. (2002 – 2009) ∎ Served in a number of senior level positions, including Vice President of International Marketing and R&D | Other Current Public Directorships ∎ Teleflex Incorporated (2020 – present) Other Public Directorships in the Past Five Years ∎ None Specific Qualifications, Experience, Skills and Expertise ∎ Extensive experience in the medical device industry, including as a public company chief executive officer ∎ Significant experience managing international businesses ∎ Extensive healthcare and medical device M&A experience ∎ Significant technology, R&D and innovation experience |

  11. Nominees for Director

    | 10 | - 2025 Proxy Statement |

  12. Nominees for Director

    | Angela S. Lalor Director since 2022 Independent | Age 59 Committees: Compensation and Human Capital Management (Chair) | Career Highlights and Recent Business Experience ∎ Danaher Corporation ∎ Advisor (2022 – 2023) ∎ Senior Vice President, Human Resources (2012 – 2022) ∎ 3M Company ∎ Senior Vice President, Human Resources (2005 – 2012) ∎ Served in a series of human resources leadership roles of progressive responsibility from 1990 – 2004 | Other Current Public Directorships ∎ None Other Public Directorships in the Past Five Years ∎ None Specific Qualifications, Experience, Skills and Expertise ∎ Extensive leadership development, talent strategy and human capital management experience, including experience leading employee engagement and diversity and inclusion initiatives ∎ Senior leadership experience for two public companies with significant experience and portfolios of healthcare businesses ∎ Extensive international M&A experience |

  13. Nominees for Director

    | Philip A. Okala Director since 2021 Independent | Age 56 Committees: Audit | Career Highlights and Recent Business Experience ∎ Tufts Medicine ∎ Chief Operating Officer (2023 – present) ∎ City of Hope (a leading cancer research and treatment organization) ∎ System President (2022 – 2023) ∎ University of Pennsylvania Health System ∎ Chief Operating Officer (2017 – 2022) ∎ Senior Vice President for Strategy and Business Development (2013 – 2017) ∎ Vice President for Service Lines (2007 – 2013) ∎ Previously held management and leadership positions with other healthcare organizations, including Geisinger Health System, Roswell Park Cancer Institute and the University of Texas MD Anderson Cancer Center ∎ Fellow in the American College of Healthcare Executives and The Healthcare Financial Management Association | Other Current Public Directorships ∎ None Other Public Directorships in the Past Five Years ∎ None Specific Qualifications, Experience, Skills and Expertise ∎ Extensive healthcare industry experience, including as a hospital executive leading successful mergers, acquisitions and strategic alliances ∎ Significant financial and risk management experience in the healthcare industry ∎ Knowledge and expertise with respect to emerging healthcare technology trends and developments |

  14. Nominees for Director

    | - 2025 Proxy Statement | 11 |

  15. Nominees for Director

    | Dr. Christine Ortiz Director since 2022 Independent | Age 54 Committees: Nominating and Corporate Governance | Career Highlights and Recent Business Experience ∎ Massachusetts Institute of Technology ∎ Professor of Materials Science and Engineering (1999 – present) ∎ Author of more than 210 research publications, supervisor of the research projects of more than 300 individuals, and recipient of 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded by President George W. Bush ∎ Founder, president and chair of the board of directors of Station 1 Laboratory, Inc., an innovative, non-profit, research and development higher educational institution | Other Current Public Directorships ∎ Mueller Water Products Other Public Directorships in the Past Five Years ∎ None Specific Qualifications, Experience, Skills and Expertise ∎ Deep knowledge of cutting-edge developments in biotechnology and biomaterials, computational and engineering design, and advanced manufacturing ∎ Extensive experience in innovation and entrepreneurship, research and development, executive leadership, marketing and branding ∎ Relevant public company board experience, including oversight of environmental, social and governance; and corporate social responsibility initiatives |

  16. Nominees for Director

    | A. Clayton Perfall Director since 2010 Independent | Age 66 Committees: Audit (Chair) | Career Highlights and Recent Business Experience ∎ Tailwind Capital (2014 – 2022) ∎ Operating Executive, focused on growing middle market companies in the healthcare, technology, business services and industrial services sectors ∎ Archway Marketing Services, Inc. ∎ Chairman and Chief Executive Officer (2008 – 2013) ∎ Union Street Acquisition Corp. ∎ Chief Executive Officer and Director (2006 – 2008) ∎ AHL Services, Inc. ∎ Chief Executive Officer and Director (2001 – 2008) ∎ Snyder Communications, Inc. ∎ Chief Financial Officer and Director (1996 – 2000) ∎ Previously served as a partner with an international accounting firm, and as a director of numerous public and private companies | Other Current Public Directorships ∎ None Other Public Directorships in the Past Five Years ∎ None Specific Qualifications, Experience, Skills and Expertise ∎ Significant financial expertise and experience as a public company chief financial officer and audit committee chair ∎ Extensive executive leadership experience ∎ M&A and capital markets experience, including extensive international and healthcare M&A experience |

  17. Nominees for Director

    | 12 | - 2025 Proxy Statement |

  18. Nominees for Director

    | Brady R. Shirley Director since 2022 | Age 59 Committees: None | Career Highlights and Recent Business Experience ∎ Enovis Corporation ∎ Executive Advisor (2024 – March 2025) ∎ President and Chief Operating Officer (2022 – 2024) ∎ Chief Executive Officer, DJO business (2016 – 2022) ∎ President, DJO Surgical business (2014 – 2016) ∎ National Seating & Mobility (private company) ∎ Chair of the Board of Directors (2023 – present) ∎ Innovative Medical Device Solutions ∎ Chief Executive Officer and Director (2009 – 2013) ∎ Stryker Corporation (1992 – 2009) ∎ Served in several key leadership positions, including President of Stryker Communications and Senior Vice President of Stryker Endoscopy | Other Current Public Directorships ∎ None Other Public Directorships in the Past Five Years ∎ None Specific Qualifications, Experience, Skills and Expertise ∎ Extensive medical device industry experience, with a particular focus in the orthopedic industry ∎ Senior leadership experience, including as a chief executive officer and chief operating officer of medical device companies ∎ Deep knowledge of the Company’s products, technology and innovation initiatives |

  19. Nominees for Director

    | Rajiv Vinnakota Director since 2008 Independent | Age 54 Committees: Nominating and Corporate Governance (Chair); Compensation and Human Capital Management | Career Highlights and Recent Business Experience ∎ Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation) ∎ President (2019 – present) ∎ The Aspen Institute ∎ Executive Vice President (2015 – 2018), leading a division on youth and engagement ∎ The SEED Foundation ∎ Co-Founder and Chief Executive Officer (1997 – 2015) ∎ Director (1997 – present); Chair of the Board (1997 – 2005) ∎ Princeton University ∎ Trustee (2004 – 2007) ∎ Member, Executive Committee of Board of Directors (2006 – 2007) ∎ National Chair of Annual Giving (2007 – 2009) ∎ The Eugene and Agnes Meyer Foundation ∎ Director (2016 – 2019) ∎ Previously served as an associate at Mercer Management Consulting | Other Current Public Directorships ∎ ESAB Corporation (2022 – present) Other Public Directorships in the Past Five Years ∎ None Specific Qualifications, Experience, Skills and Expertise ∎ Senior leadership experience as a founder, president or chief executive officer of multiple organizations ∎ Extensive experience with leadership development, employee engagement and human capital management programs ∎ Familiarity and experience with EGX and the Company’s businesses and processes through Board and committee leadership roles |

  20. Nominees for Director

    | - 2025 Proxy Statement | 13 |

  21. Nominees for Director

    | Sharon Wienbar Director since 2016 Independent | Age 63 Committees: Compensation and Human Capital Management Lead Independent Director | Career Highlights and Recent Business Experience ∎ Scale Venture Partners ∎ Partner (2001 – 2018); Led venture capital investments in technology companies and served on the boards of numerous public and private portfolio businesses ∎ Hackbright Academy, a leading software engineering training company for women ∎ Chief Executive Officer (2015 – 2016) ∎ Planned Parenthood Direct (formerly Kaleido Health) (private company), a leading women’s health app ∎ Director (2016 – present) ∎ Everyday Health, Inc. ∎ Director (2014 – 2016) ∎ Glu Mobile, Inc. ∎ Director (2007 – 2008) ∎ Prior to venture capital career, served as an executive at several software companies, including Adobe Systems, and as a consultant at Bain & Company ∎ Served on Microsoft Inc.’s venture advisory committee | Other Current Public Directorships ∎ Resideo Technologies, Inc. ∎ Ingram Micro Holding Corporation Other Public Directorships in the Past Five Years ∎ Covetrus, Inc. (2020 – 2022) Specific Qualifications, Experience, Skills and Expertise ∎ Extensive executive leadership experience in the software and technology industries ∎ Significant M&A experience, with a particular focus on emerging technologies, venture capital investments and strategic partnerships ∎ Public company board leadership experience, including service as a committee chair |

  22. Nominees for Director

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

  23. Nominees for Director

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

  24. Nominees for Director

    | 14 | - 2025 Proxy Statement |

  25. Nominees for Director

    | ∎ | CORPORATE GOVERNANCE |

  26. Director Independence

    Director Independence Our Corporate Governance Guidelines require that a majority of our Board members be “independent” under the listing standards of the New York Stock Exchange (the “NYSE”). 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 2025. The Board has determined that 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 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 a Lead Independent Director who serves as chairperson for each executive session. Ms. Wienbar serves as our Lead Independent Director and as chairperson of the independent executive sessions in that capacity.

  27. Board of Directors and its Committees

    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 five meetings during the year ended December 31, 2024. During 2024, each 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 attended our annual meeting of stockholders in 2024.

  28. Board of Directors and its Committees

    | - 2025 Proxy Statement | 15 |

  29. Board of Directors and its Committees

    The Board has a standing Audit Committee, Nominating and Corporate Governance Committee, and Compensation and Human Capital Management Committee (the “CHCM Committee”). The charters for the standing committees 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.

  30. Board of Directors and its Committees

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

  31. Board of Directors and its Committees

    | | Chair |

  32. Board of Directors and its Committees

    | ✓ | Member |

  33. Board of Directors and its Committees

    | * Mr. Trerotola is retiring from the Board at the Annual Meeting. |

  34. Board of Directors and its Committees

    | ** Lead Independent Director (effective upon Mr. Trerotola’s retirement at the Annual Meeting, the Board has appointed Ms. Wienbar to serve as Chair of the Board). |

  35. Board of Directors and its Committees

    Audit Committee Our Audit Committee met eight times during the year ended December 31, 2024. 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. 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, as amended (the “Exchange Act”). Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee met five times during the year ended December 31, 2024. 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

  36. Board of Directors and its Committees

    | 16 | - 2025 Proxy Statement |

  37. Board of Directors and its Committees

    matters, including the Company’s role as a corporate citizen and the Company’s policies and programs relating to health, safety and sustainability matters. The members of our Nominating and Corporate Governance Committee are Mr. Vinnakota, Chair, Mr. Kelly and Dr. Ortiz. 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 four times during the year ended December 31, 2024. The members of our CHCM Committee are Ms. Lalor, Chair, Ms. Wienbar and Mr. Vinnakota. 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 team members. Additionally, the CHCM Committee 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 27. Since April 2009, our CHCM Committee has engaged Frederic W. Cook & Co. (“FW Cook”) 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.

  38. Contacting the Board of Directors

    | ∎ | DIRECTOR COMPENSATION |

  39. ELEMENTS OF COMPENSATION

    | ∎ | an annual equity award valued at $230,000, 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 consists entirely of RSUs that vest after one year of service on the Board; |

  40. ELEMENTS OF COMPENSATION

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

  41. DIRECTOR COMPENSATION FOR 2024

    DIRECTOR COMPENSATION FOR 2024

  42. DIRECTOR COMPENSATION FOR 2024

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Barbara Bodem | 70,000 | 221,889 | 291,889 | | Liam J. Kelly | 70,000 | 221,889 | 291,889 | | Angela Lalor | 90,000(3) | 221,889(4) | 311,889 | | Philip Okala | 70,000 | 221,889 | 291,889 | | Christine Ortiz | 70,000 | 221,889 | 291,889 | | A. Clayton Perfall | 95,000 | 221,889(4) | 316,889 | | Rajiv Vinnakota | 85,000 | 221,889 | 306,889 | | Sharon Wienbar | 110,000 | 221,889(4) | 331,889 |

  43. DIRECTOR COMPENSATION FOR 2024

    | (1) Compensation for our employee directors is summarized below in the “Summary Compensation Table.” |

  44. DIRECTOR COMPENSATION FOR 2024

    | (2) Amounts shown in the “Stock Awards” column represent the grant date fair value for stock awards granted to each director during 2024, 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, 2024, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. The amounts reflect the grant date fair value of the 2024 annual grant of 4,338 restricted stock units made to each director in connection with the 2024 annual meeting of stockholders, which vest in full on May 20, 2025. |

  45. DIRECTOR COMPENSATION FOR 2024

    | (3) Ms. Lalor elected to receive DSUs in lieu of her annual cash retainer and committee chair retainer. DSUs convert to shares of our common stock after separation from service, based upon a schedule elected by the director in advance. During 2024, the amount of DSUs received in lieu of annual cash retainer and committee chair retainer by Ms. Lalor was 1,895. DSUs received for these cash retainers are considered “vested” and thus are not reflected in the table below. |

  46. DIRECTOR COMPENSATION FOR 2024

    | (4) RSUs granted to each of these directors, which were awarded in connection with the 2024 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 20, 2025 in accordance with the vesting schedule applicable to the underlying restricted stock units. |

  47. DIRECTOR COMPENSATION FOR 2024

    As of December 31, 2024, 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:

  48. DIRECTOR COMPENSATION FOR 2024

    | Name | Restricted Stock Units | Stock Options | | Barbara Bodem | 4,338 | 7,631 | | Liam J. Kelly | 4,338 | 12,184 | | Angela Lalor | 4,338 | 7,631 | | Philip Okala | 4,338 | 8,147 | | Christine Ortiz | 4,338 | 7,631 | | A. Clayton Perfall | 4,338 | 18,300 | | Rajiv Vinnakota | 4,338 | 12,965 | | Sharon Wienbar | 4,338 | 18,300 |

  49. DIRECTOR COMPENSATION FOR 2024

    | - 2025 Proxy Statement | 23 |

  50. DIRECTOR COMPENSATION FOR 2024

    | Proposal 2 | Ratification of Selection of Independent Registered Public Accounting Firm |

  51. DIRECTOR COMPENSATION FOR 2024

    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, 2025. 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.

  52. Executive Summary

    | 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 RSUs and performance-based RSUs, 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 31. |

  53. Executive Summary

    | ∎ | 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, and (iii) 50% RSUs that vest in equal installments over a three-year period following their grant date (with the exception of Mr. Shirley, who received only the RSU portion of his annual equity award due to his planned retirement). |

  54. Executive Summary

    | 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 | 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 32 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. |

  55. Leading Compensation Practices

    | What we do | | What we don’t do | | | ✓ | 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 to 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. | | ✓ | 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 pledge arrangements or derivative agreements using Enovis stock. | | ✓ | 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. | × | 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. | | ✓ | 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. | | ✓ | Clawback Policy and Insider Trading Policy – We have a comprehensive compensation clawback policy that applies to all of our executive officers and requires recovery of erroneously awarded incentive-based compensation upon a restatement of the Company’s financial statements to correct material noncompliance with any financial reporting requirement under the securities laws, and we 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. | | ✓ | 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. | | ✓ | Independent CHCM Committee and Consultant – Our CHCM Committee is comprised solely of independent directors. The compensation consultant to the CHCM Committee during 2024, 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 37 for further details. | × | No defined benefit pension plan – We do not maintain a defined benefit pension plan for any senior executives. |

  56. Determination of Executive Compensation and Performance Criteria

    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 2024 Performance Results” on page 33. We believe that this link to our Board-established corporate and business goals reinforces alignment and incentivizes breakthrough results both at the business-unit level and Company-wide.

  57. Elements of Our 2024 Executive Compensation Program

    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 the AIP. Performance measures include corporate and individual performance against pre-established 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 and result in a company performance factor (“CPF”). The amount payable for each NEO under the AIP can be adjusted upward or downward based on the individual performance factor (“IPF”), which is linked to specific, individualized business goals for each NEO. 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, 50% for threshold performance, and up 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 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 2024, including a calculation of the payout percentages and description of the IPF component, follows below.

  58. Bonus Calculation and Payment – Financial and Operational Metrics and 2024 Performance Results

    Bonus Calculation and Payment – Financial and Operational Metrics and 2024 Performance Results For our NEOs, in 2024 we utilized financial targets based on net sales (as adjusted), and adjusted EBITDA for the Company performance factors. Performance targets were based upon Board-approved operational and financial goals for 2024 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. The financial and operational performance measures and corresponding weightings of these metrics for 2024 were as follows:

  59. Bonus Calculation and Payment – Financial and Operational Metrics and 2024 Performance Results

    | Measure | Weighting | | Net sales (as adjusted)(1)(3) | 40% | | Adjusted EBITDA(2)(3) | 60% |

  60. Bonus Calculation and Payment – Financial and Operational Metrics and 2024 Performance Results

    | (1) Net sales performance is measured by comparing (a) the actual US GAAP sales excluding unbudgeted acquisitions versus (b) the target sales adjusted for changes in currency translation exchange rates in order to create a constant currency view. Targets are adjusted for unbudgeted divested and discontinued operations. |

  61. Bonus Calculation and Payment – Financial and Operational Metrics and 2024 Performance Results

    | (2) Adjusted EBITDA is a non-GAAP measure and is calculated by adding to US GAAP operating income (a) depreciation and amortization expense; (b) adjustment categories included in the Company’s 2024 budget, including but not limited to restructuring, strategic transaction charges, EU MDR costs, inventory step-up and other non-cash charges relating to acquisitions, equity compensation costs, and unusual litigation costs; and (c) other nonrecurring charges for impairments of goodwill or intangibles, highly inflationary accounting, material tax, regulatory or accounting pronouncement changes, pension curtailment costs, material acquisition deal and integration costs, or material financing-related charges. Adjusted EBITDA performance is measured by comparing (a) the actual adjusted EBITDA, excluding unbudgeted acquisitions versus (b) the target adjusted EBITDA further adjusted for changes in currency translation exchange rates in order to create a constant currency view. Targets are adjusted for unbudgeted divested and discontinued operations. |

  62. Bonus Calculation and Payment – Financial and Operational Metrics and 2024 Performance Results

    | (3) For a more detailed explanation of why we present these non-GAAP measures, how we calculate these non-GAAP measures and the reconciliation of these non-GAAP measures to their nearest GAAP measures, see our 2024 Annual Report on Form 10-K, under the heading “Non-GAAP Measures.” |

  63. Bonus Calculation – Target Bonus

    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 2024 corporate performance goals and achievement for each are set forth below. As shown in the table, the weighted average performance result for the 2024 CPF was 87% of plan.

  64. Bonus Calculation – Target Bonus

    | Measure | Weighting | Threshold | Target | Maximum | Achieved | CPF Based on Weighting | | Net Sales (as adjusted) | 40% | $2.056 billion | $2.141 billion | $2.313 billion | $2.108 billion | 80% | | Adjusted EBITDA | 60% | $337 million | $385 million | $481 million | $377 million | 91% | | Weighted aggregate CPF for 2024 | | | | | | 87% |

  65. Bonus Calculation – Target Bonus

    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 41.

  66. Bonus Calculation – Target Bonus

    | NEO | Base Salary ($) | Target Bonus Percentage | | Target Bonus ($) | CPF | Bonus before IPF application ($) | Individual Performance Factor (IPF)(1) | | Executive Bonus Payment ($) | | Mr. Trerotola | 1,077,000X | 125% | = | 1,346,250X | 87% | 1,171,238 | 100% | = | 1,171,238 | | Mr. Berry | 590,000X | 75% | = | 442,500X | 87% | 384,975 | 97.5% | = | 375,351 | | Mr. Shirley(2) | 572,116X | 100% | = | 572,116X | 87% | 497,741 | 100% | = | 497,741 | | Mr. Pryor | 600,000X | 80% | = | 480,000X | 87% | 417,600 | 105% | = | 438,480 | | Ms. Lang | 495,000X | 70% | = | 346,500X | 87% | 301,455 | 110% | = | 331,601 | | Mr. Tandy | 495,000X | 70% | = | 346,500X | 87% | 301,455 | 102.5% | = | 308,992 |

  67. Bonus Calculation – Target Bonus

    | (1) Under the Annual Incentive Plan, the IPF can range from 0 – 150%. |

  68. Bonus Calculation – Target Bonus

    | (2) Mr. Shirley’s bonus was calculated on salary actually paid during 2024, taking into account a reduction in salary when he transitioned to an Executive Advisor role. |

  69. Bonus Calculation – Target Bonus

    | - 2025 Proxy Statement | 33 |

  70. Bonus Calculation – Individual Performance Factor

    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 key executive team achievements detailed on page 32 above. In 2024, certain non-financial Company objectives were considered in determining the IPFs for our NEOs, including among others, improvements in safety performance, advancement of human capital management initiatives, employee engagement, development and retention of key leaders, and information security and compliance program enhancements. 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. In 2024, annual equity awards have consisted of 50% PRSUs and 50% 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.

  71. Annual Grants under Omnibus Incentive Plan

    Annual Grants under Omnibus Incentive Plan On March 4, 2024, the CHCM Committee granted annual awards under the 2020 Omnibus Incentive Plan with a target aggregate value as set forth in the table below. Each NEO received 50% of their annual grant in the form of PRSUs, and 50% in the form of RSUs, with exception of Mr. Shirley who received 100% of his annual grant in the form of RSUs. The total aggregate target grant values for 2024 presented in the table below for Mr. Trerotola, Mr. Berry, Ms. Lang and Mr. Tandy reflect increases over the prior year of 11.4%, 66.7%, 15% and 11.1%. In determining such increases, the CHCM Committee reviewed market data based on peer group benchmarking in order to determine a grant level that would be competitive with the market. The CHCM Committee also took into consideration other factors, including that Mr. Trerotola has not received a base salary increase since 2019 and that Mr. Berry’s grant in 2023, as he transitioned into his current role as CFO, placed him below the median for similarly situated CFOs in our peer group.

  72. Annual Grants under Omnibus Incentive Plan

    | Annual Grant Recipient | Total Aggregate Value of Grant ($)(1) | | Mr. Trerotola | 7,800,000 | | Mr. Berry | 2,000,000 | | Mr. Shirley | 1,500,000 | | Mr. Pryor | 1,950,000 | | Ms. Lang | 1,150,000 | | Mr. Tandy | 1,000,000 |

  73. Annual Grants under Omnibus Incentive Plan

    | (1) The target dollar values of the equity grants noted above do not reflect the valuations computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Instead, based on the target dollar value of equity awards and the allocation of the form of equity awards noted above, the actual number of RSUs and the target number of PRSUs granted was determined by dividing the corresponding allocation of the dollar value by the 20-day average of the closing price of our common stock as of the grant date. Additional details on amounts of the 2024 annual equity grants to our NEOs are shown under Grants of Plan-Based Awards for 2024 on page 43. |

  74. Annual Grants under Omnibus Incentive Plan

    RSUs vest in three equal annual installments beginning on the first anniversary of the grant date and PRSUs cliff vest at the end of the three-year measurement period to the extent of achievement of the relative TSR performance metric (vs. the S&P 500 Health Care Equipment Select Industry Index) based on the following payout scale:

  75. Annual Grants under Omnibus Incentive Plan

    | | 3-Year TSR Percentile Rank* | Resulting Shares Earned (% of target) | | Below Threshold | <30th | 0% | | Threshold | 30th | 50% | | Target | 55th | 100% | | Maximum | >80th | 200% | | Enovis negative absolute TSR results in max payout at target | — | 100% |

  76. Annual Grants under Omnibus Incentive Plan

    | * Linear interpolation between threshold and target and target and maximum. |

  77. Annual Grants under Omnibus Incentive Plan

    | 34 | - 2025 Proxy Statement |

  78. Annual Grants under Omnibus Incentive Plan

    As shown in the table above, the target payout is subject to achieving the relative TSR performance metric at the 55th percentile, which underscores the Company’s commitment to delivering and incentivizing above-median performance and returns to stockholders. In the event that the Company’s absolute TSR for the performance period is negative, the maximum payout is capped at target. Additional Compensation Information

  79. Other Elements of Compensation—Non-Qualified Deferred Compensation and Perquisites

    Other Elements of Compensation—Non-Qualified Deferred Compensation and Perquisites The Company does not maintain an active pension plan and instead makes matching contributions to a tax-qualified 401(k) plan and Non-Qualified Deferred Compensation Plan. We established the Non-Qualified Deferred Compensation Plan, which provides participants the opportunity to defer a percentage of their compensation without regard to the compensation limits imposed by the Internal Revenue Code under our 401(k) plan, to allow our senior-level executives to contribute toward retirement on a tax-effective basis in a manner that is consistent with other Enovis employees who are not limited by the Internal Revenue Code limits. For additional details concerning the Non-Qualified Deferred Compensation Plan, please see the Non-Qualified Deferred Compensation Table and the accompanying narrative disclosure. The Company also maintains two closed plans: (i) the Enovis Excess Benefit Plan, which was frozen as of December 31, 2015, and (ii) the DJO Global Executive Deferred Compensation Plan (the “DJO Nonqualified Plan”), which was acquired in connection with the acquisition of DJO and was frozen to new participants and future deferrals on December 31, 2019. Mr. Pryor holds an account balance in the Enovis Excess Benefit Plan while Mr. Shirley and Mr. Tandy hold account balances in the DJO Nonqualified Plan. Aside from the benefits provided to Mr. Trerotola at the time of his hire, which include (i) an automobile allowance of $20,000 per year and (ii) personal use of a private aircraft chartered by the Company (as further described below) and/or personal financial planning services (or any combination thereof) in an aggregate amount not to exceed $100,000 in compensation income for any calendar year, we provide minimal perquisites to our executives. Such perquisites include (i) up to $10,000 in financial and tax planning services for senior executives, (ii) executive long-term disability coverage which decreases the gap between our standard long-term disability plan and the executives monthly pay, (iii) executive physical and (iv) business-related items such as relocation assistance, which may be grossed up consistent with competitive market recruitment practices. The Board encourages the CEO to use the private aircraft chartered by the Company whenever reasonable for both business and personal travel. This benefit increases the level of safety and security for Mr. Trerotola and his family. Making the aircraft available to Mr. Trerotola also allows him to efficiently and securely conduct business during both business and personal flights and eliminates the inefficiencies of commercial travel. The Board believes that the value of making the aircraft available to Mr. Trerotola and his family, in terms of convenience, security and saving time, results in an efficient form of compensation for Mr. Trerotola.

  80. Employment Agreements

    Employment Agreements Mr. Trerotola is party to an employment agreement with the Company. Mr. Trerotola’s employment agreement has an initial three-year term, subject to automatic one-year term extensions thereafter, unless we or Mr. Trerotola provides written notice in advance to terminate the automatic extension provision. Mr. Trerotola’s base salary may not be reduced below the amount previously in effect. In addition, Mr. Trerotola is entitled to participate in our Annual Incentive Plan with a target bonus amount no less than 120% of his base salary then in effect. Mr. Trerotola’s agreement also provides severance benefits as well as enhanced change in control severance benefits only if a termination for “good reason” or other than for “cause” occurs within two years following the change in control (i.e., “double trigger” provisions). Mr. Trerotola is also party to a retirement and transition agreement with the Company, entered into on March 13, 2025 following his notification to the Board of his intention to retire from his position as CEO of the Company, effective upon his successor being appointed by the Board and assuming the role of CEO. The agreement sets forth the terms of Mr. Trerotola’s continued employment with the Company as an Executive Advisor for a one year transition period commencing from the appointment date of his successor (May 12, 2025). Pursuant to the agreement, Mr. Trerotola will continue to receive his current annual base salary through the second calendar month following the appointment of his successor, and thereafter, for the duration of the transition period, will receive a reduced base salary that is commensurate with his level of involvement in transition matters; provided that such reduced base salary shall not be less than 50% of his current base salary. During the transition period, Mr. Trerotola will remain eligible to receive the perquisites and participate in the employee benefit plans and programs in which he currently participates, but will not be eligible to receive any additional equity or long-term incentive cash awards under the Company’s long-term incentive plans. Mr. Berry’s letter agreement, entered into upon his promotion to the position of Chief Financial Officer, provides that Mr. Berry’s base salary is a specified amount and that he is entitled to annual merit salary increases based on benchmarking and Company merit increase guidelines. In addition, Mr. Berry is entitled to receive an annual bonus as a percentage of his base salary. Mr. Berry’s letter agreement also provides severance and other benefits.

  81. Employment Agreements

    | - 2025 Proxy Statement | 35 |

  82. Employment Agreements

    Prior to his retirement from his position as President and Chief Operating Officer, effective as of April 1, 2024, Mr. Shirley was party to a service agreement with DJO, which he entered into prior to our acquisition of the DJO business in 2019 and which was assumed as part of the acquisition. The agreement provides for a four-year initial term, with automatic one-year term extensions commencing November 14, 2020, unless we or Mr. Shirley provides written notice in advance to terminate the automatic extension provision. The agreement provides that Mr. Shirley’s base salary is a specified amount and that he is entitled to such increases as determined by the Board. In addition, Mr. Shirley is entitled to receive an annual bonus of 100% of his base salary. Mr. Shirley did not receive any severance benefits or additional compensation in connection with his retirement from his role as President and COO and transition to his position as Executive Advisor. Mr. Pryor is party to an employment agreement with the Company. Mr. Pryor’s employment agreement has an initial two-year term, subject to automatic one-year term extensions thereafter, unless our Board or Mr. Pryor provides written notice in advance to terminate the automatic extension provision. Mr. Pryor’s base salary may not be reduced below the amount previously in effect without his written agreement. In addition, Mr. Pryor is entitled to participate in our Annual Incentive Plan with a target bonus amount no less than 50% of his base salary then in effect. Mr. Pryor’s agreement also provides severance benefits. Ms. Lang’s letter agreement, entered into upon her hire, provides that Ms. Lang’s base salary is a specified amount and that she is entitled to annual merit salary increases based on benchmarking and Company merit increase guidelines. In addition, Ms. Lang is entitled to receive an annual bonus as a percentage of her base salary. Ms. Lang’s letter agreement also provides severance and other benefits. Mr. Tandy’s letter agreement, entered into upon his hire, provides that Mr. Tandy’s base salary is a specified amount and that he is entitled to annual merit salary increases based on benchmarking and Company merit increase guidelines. In addition, Mr. Tandy is entitled to receive an annual bonus as a percentage of his base salary. Mr. Tandy’s letter agreement also provides severance and other benefits. In addition, during 2022 each of our NEOs other than Mr. Trerotola was party to a change in control agreement with the Company. Mr. Berry entered into a change in control agreement with the Company when he was promoted to the position of Chief Financial Officer. Under the change in control agreements, severance payable upon a change in control is only received upon the executive officer’s termination without cause or resignation for good reason within two years following, or the three months preceding, the change in control. The change in control agreements are designed to retain these executive officers and ensure their continued dedication to the Company notwithstanding a possible change in control. Additional details regarding the material terms of these agreements are summarized under “Employment Agreements, Change in Control Agreements, Retention Agreements and Executive Officer Severance Plan” on page 46 and “Potential Payments Upon Termination or Change in Control” on page 53 and a summary of the material terms and eligibility requirements for the Executive Officer Severance Plan is provided under “Potential Payments Upon Termination or Change in Control.”

  83. Role of Compensation Consultants and Peer Data Review

    Role of Compensation Consultants and Peer Data Review Our CHCM Committee also obtains perspective from competitive data reviewed by FW Cook, the independent advisor to the CHCM Committee on matters of executive compensation. The CHCM Committee annually reviews the list of peer companies previously recommended by FW Cook to confirm that such peer group represent competitors for talent and business, our growth trajectory, revenue, market capitalization and overall scope and nature of operations. In the fall of 2024, the CHCM Committee, in consultation with FW Cook, reviewed the Company’s peer group and determined that no changes were necessary. The peer group is as follows:

  84. Role of Compensation Consultants and Peer Data Review

    | 2024 Peer Group | | | | Bio-Rad Laboratories (BIO) | Globus Medical (GMED) | ResMed (RMD) | | Bruker (BRKR) | Haemonetics (HAE) | STERIS plc (STE) | | CONMED (CNMD) | Hologic (HOLX) | Teleflex (TFX) | | The Cooper Companies, Inc. (COO) | ICU Medical (ICUI) | Zimmer Biomet Holdings, Inc. (ZBH) | | DENTSPLY SIRONA (XRAY) | Integra LifeSciences Holdings (IART) | | | Envista Holdings (NVST) | Masimo (MASI) | |

  85. Role of Compensation Consultants and Peer Data Review

    Competitive review data drawn from this group was utilized by the CHCM Committee as one of many reference points to assist in its compensation decisions, and for certain NEOs, competitive review data drawn from this group was used to “benchmark” the amount of compensation paid to such NEOs.

  86. Independence of Compensation Consultant

    Independence of Compensation Consultant The CHCM Committee annually considers the independence of FW Cook in light of the SEC rules regarding conflicts of interest involving compensation consultants and NYSE listing standards regarding compensation consultant independence. The CHCM Committee requested and received a letter from FW Cook addressing conflicts of interest and independence, including specific factors enumerated in both relevant SEC rules and NYSE listing standards. The CHCM Committee discussed and considered these factors, and other factors it deemed relevant, and concluded that FW Cook is independent and that its work during 2024 did not raise any conflict of interest.

  87. Compensation Program Risk Considerations

    | Pay Mix | ∎ Compensation program reflects an appropriate mix of short- and long-term incentives, which mitigate the risk of undue focus on short-term targets while rewarding performance in areas that are key to our long-term success. ∎ Base salaries are set at competitive levels to promote stability and provide a component of compensation that is not at risk. | | Performance Metrics and Goals | ∎ Distinct performance metrics are used in both our short-term (AIP) and long-term incentive plans. ∎ Our Annual Incentive Plan is designed with a payout scale (including a maximum cap) that supports our pay-for-performance philosophy, as set forth on page 32. | | Long-Term Incentives | ∎ The equity grant portion of our compensation program, combined with our stock ownership guidelines and stock holding requirements, is designed to align the long-term interests of our executives with those of our stockholders. |

  88. Equity Grant Practice

    Equity Grant Practice The CHCM Committee has the authority to grant equity awards. The Company does not time the grant of equity awards around material, non-public information. In February 2023, the Company updated its annual equity grant practice to provide that annual equity

  89. Equity Grant Practice

    | 38 | - 2025 Proxy Statement |

  90. Equity Grant Practice

    grants will be made approximately ten days following the Company’s release of its full-year financial results. The target grant value is translated into a number of shares underlying each grant using a valuation formula that, for PRSUs and RSUs, incorporates a 20-day average closing price up to and including the grant date, to avoid the potential volatility impact of using a single-day closing price. The CHCM Committee has delegated authority to our CEO and Chief Human Resources Officer for non-annual grants of equity awards to team members who are non-executive officers. The aggregate grant date value of such equity awards may not exceed the amount authorized by the CHCM committee during the fiscal year period. For 2024, the authorized amount was $3,000,000. Such awards are subject to further restrictions on individual size, and awards must be made pursuant to the terms of award agreement forms previously approved by the Board or the CHCM Committee. The effective grant date of these awards is on the first trading day on or after the date of hire or promotion for newly hired employees following review and approval by the CEO or Chief Human Resources Officer, as applicable. The CHCM Committee receives a report of any grants made pursuant to this delegated authority at each regularly scheduled meeting.

  91. Summary Compensation Table

    Summary Compensation Table

  92. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compen- sation ($)(5) | Total ($) | | Matthew L. Trerotola | 2024 | 1,077,000 | — | 9,521,707 | — | 1,171,238 | — | 682,693 | 12,452,638 | | Chief Executive Officer | 2023 | 1,077,000 | — | 5,678,701 | 1,750,010 | 1,806,668 | — | 462,256 | 10,774,635 | | | 2022 | 1,077,000 | 2,423,250 | 5,402,485 | 1,674,597 | 1,080,366 | — | 538,982 | 12,196,680 | | Phillip “Ben” Berry(6) | 2024 | 586,250 | — | 2,441,410 | — | 375,351 | — | 27,118 | 3,430,129 | | Chief Financial Officer | 2023 | 531,443 | — | 973,502 | 299,993 | 526,125 | — | 26,641 | 2,357,704 | | Brady Shirley | 2024 | 572,116 | — | 1,538,716 | — | 497,741 | — | 76,360 | 2,556,943 | | Executive Advisor (former President and Chief Operating Officer) | 2023 | 850,000 | — | 2,433,756 | 750,008 | 1,088,850 | — | 81,177 | 5,203,791 | | | 2022 | 850,000 | 1,700,000 | 2,406,878 | 749,816 | 733,125 | — | 55,389 | 6,495,208 | | Daniel A. Pryor | 2024 | 594,750 | — | 2,380,427 | — | 438,480 | — | 98,094 | 3,511,751 | | Executive Vice President, Strategy and Business Development | 2023 | 579,000 | — | 2,975,748 | 487,488 | 621,614 | — | 89,119 | 4,752,969 | | | 2022 | 579,000 | 1,042,200 | 1,580,192 | 487,382 | 364,770 | — | 91,392 | 4,144,936 | | Patricia Lang | 2024 | 492,500 | — | 1,403,804 | — | 331,601 | — | 72,240 | 2,300,144 | | Senior Vice President and Chief Human Resources Officer | 2023 | 485,000 | — | 811,247 | 249,994 | 455,609 | — | 70,979 | 2,072,829 | | | 2022 | 476,385 | 765,000 | 797,796 | 249,912 | 280,088 | — | 68,993 | 2,638,124 | | Bradley J. Tandy(6) | 2024 | 492,500 | — | 1,220,705 | — | 308,901 | — | 72,953 | 2,095,150 | | Senior Vice President and | | | | | | | | | | | Chief Legal Officer | | | | | | | | | |

  93. Summary Compensation Table

    | (1) Amounts set forth in this column for 2022 reflect the cash payments made to each NEO pursuant to retention agreements entered into on March 5, 2021 related to the Separation. |

  94. Summary Compensation Table

    | (2) Unless otherwise indicated below, amounts represent the aggregate grant date fair value of grants made to each NEO, as computed in accordance with FASB ASC Topic 718. See Note 14 to our consolidated financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. See “Long-Term Incentives” above on page 34. Assuming the maximum achievement of the performance goals applicable to the PRSUs, the grant date value of the PRSUs granted to the NEOs in 2024 would have been $8,001,175, $2,051,539, $2,000,294, $1,179,629 and $1,025,769 for Messrs. Trerotola, Berry, Pryor, Ms. Lang and Mr. Tandy, respectively. Assuming the maximum achievement of the performance goals applicable to the PRSUs, the grant date value of the PRSUs granted to the NEOs in 2023 would have been $6,504,491, $1,115,062, $2,787,656, $1,811,919 and $929,180 for Messrs. Trerotola, Berry, Shirley, Pryor, and Ms. Lang, respectively. |

  95. Summary Compensation Table

    | At the time of the Separation, the CHCM Committee certified the performance results of the Company’s PRSU awards granted in 2020, 2021 and 2022, as the performance metrics of these awards would no longer have been appropriate measurements of performance following the Separation. Accordingly, the CHCM Committee certified the performance of the 2020 PRSU awards based on the Company’s relative TSR performance through December 31, 2021. At such date, two-thirds of the performance period was completed and the Company’s performance reflected a relative TSR ranking in the 40th percentile of the Index, which resulted in a payout at 70% of target. The CHCM Committee also certified the performance of the 2021 and 2022 PRSU awards to be paid at target when they vest. The certified PRSUs remain subject to continued employment of the executive during the vesting period. In arriving at such decisions, the CHCM Committee considered that the PRSUs were to be earned based on relative total shareholder return compared to the S&P MidCap 400 Industrials Index, and that following the Separation such metric would no longer be relevant since the Company would be changing from an industrial GICS code to one in the medical device industry and would also have a new set of peers. With respect to the 2021 and 2022 PRSU awards, the CHCM also considered that such awards were less than halfway through the performance period at the time of the Separation. For such modified PRSU awards, the amounts reported in the table above for 2022 include the incremental fair value of the modified awards, computed as of the date of modification in accordance with ASC Topic 718. See “2020, 2021 and 2022 PRSU Performance Determinations” on page 35 of the Company’s 2023 Proxy Statement as filed with the SEC on March 31, 2023 and “Outstanding Equity Awards at Fiscal-Year End” on page 44 for further details. |

  96. Summary Compensation Table

    | | Incremental Value | | Matthew L. Trerotola | | | 2020 PRSU award | $258,120 | | 2021 PRSU award | 61,883 | | 2022 PRSU award | 175,070 | | | $495,073 |

  97. Summary Compensation Table

    | - 2025 Proxy Statement | 41 |

  98. Summary Compensation Table

    | | Incremental Value | | Brady R. Shirley | | | 2020 PRSU award | $107,249 | | 2021 PRSU award | 23,952 | | 2022 PRSU award | 78,385 | | | $209,586 | | Daniel A. Pryor | | | 2020 PRSU award | $82,706 | | 2021 PRSU award | 18,421 | | 2022 PRSU award | 50,904 | | | $152,031 | | Patricia Lang | | | 2020 PRSU award | 31,283 | | 2021 PRSU award | 7,964 | | 2022 PRSU award | 26,089 | | | $65,336 | | Bradley J. Tandy | | | 2020 PRSU award | 26,823 | | 2021 PRSU award | 7,964 | | 2022 PRSU award | 23,482 | | | $58,269 |

  99. Summary Compensation Table

    | (3) Amounts represent the aggregate grant date fair value of grants made to each NEO, as computed in accordance with FASB ASC Topic 718. See Note 14 to our consolidated financial statements for the year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. For 2023 grants, options were valued by the Black Scholes-based option value based on the closing price of our common stock on the date of grant. The exercise price for stock option awards equals the closing price of our common stock on the date of grant. See “Long-Term Incentives” above on page 34. |

  100. Summary Compensation Table

    | (4) Amounts represent the payouts earned pursuant to our Annual Incentive Plan. For a discussion of the performance metrics on which the 2024 Annual Incentive Plan was based, including the weighting for each performance metric and the actual percentage achievement of the financial performance targets, see “Annual Incentive Plan” above on page 32. |

  101. Summary Compensation Table

    | (5) Amounts set forth in this column for 2024 consist of the following: |

  102. Summary Compensation Table

    | Name | Company 401(k)/Deferred Compensation Plan Match and Contribution ($)(a) | Auto Allowance ($)(b) | Financial Services ($)(c) | Aircraft Usage ($)(d) | Supplemental Long-Term Disability Premiums ($)(e) | Group Term Life Insurance ($)(f) | Executive Physical ($)(g) | Total ($) | | Mr. Trerotola | 173,020 | 20,000 | 16,055 | 466,053 | 6,472 | 1,091 | — | 682,693 | | Mr. Berry | 13,800 | — | 7,764 | — | 4,693 | 861 | — | 27,118 | | Mr. Shirley | 66,439 | — | — | — | 9,104 | 817 | — | 76,360 | | Mr. Pryor | 72,982 | — | 10,000 | — | 6,248 | 876 | 7,989 | 98,094 | | Ms. Lang | 52,089 | — | 10,000 | — | 7,077 | 722 | 1,632 | 72,240 | | Mr. Tandy | 51,152 | — | 10,000 | — | 7,679 | 722 | 3,400 | 72,953 |

  103. Summary Compensation Table

    | (a) Amounts represent the aggregate Company match and Company contribution made by the Company during 2024 to such NEO’s 401(k) plan account and Non-Qualified Deferred Compensation Plan account. See the Nonqualified Deferred Compensation table and accompanying narrative for additional information on the Non-Qualified Deferred Compensation Plan. |

  104. Summary Compensation Table

    | (b) For Mr. Trerotola, amount represents an annual cash allowance for car-related expenses pursuant to his employment contract. |

  105. Summary Compensation Table

    | (c) Amount represents amounts for financial planning services as reimbursed by the Company during 2024. |

  106. Summary Compensation Table

    | (d) Amount represents Company expenses incurred for private plane usage in 2024. The Company is billed directly for the charter flight services used for Mr. Trerotola’s personal travel. The imputed income to Mr. Trerotola for these flights as calculated under the tax rules was $50,102, based on the SIFL rates promulgated by the Internal Revenue Service. The Company does not gross-up or make whole Mr. Trerotola for the income imputed to his personal use of chartered flights. Please see page 35 for additional information. |

  107. Summary Compensation Table

    | (e) Amount represents premiums for supplemental long-term disability insurance. |

  108. Summary Compensation Table

    | (f) Amount represents premiums for a life insurance benefit equal to 1.5 times salary, capped at $1,125,000. |

  109. Summary Compensation Table

    | (g) Amount represents reimbursement for physical examinations. |

  110. Summary Compensation Table

    | (6) Mr. Berry became an NEO in fiscal year 2023 and Mr. Tandy became and NEO in fiscal year 2024. |

  111. Summary Compensation Table

    | 42 | - 2025 Proxy Statement |

  112. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024 The following table sets forth information with respect to grants of plan-based awards to our named executive officers during 2024.

  113. Grants of Plan-Based Awards for 2024

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of shares of stock or units (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Matthew L. Trerotola | Annual Incentive Plan | — | 673,125 | 1,346,250 | 3,365,625 | — | — | — | — | — | — | | | PRSUs | 3/04/2024 | — | — | — | 32,242 | 64,484 | 128,968 | — | — | 5,521,120 | | | RSUs | 3/04/2024 | — | — | — | — | — | — | 64,484 | — | 4,000,587 | | Phillip “Ben” Berry | Annual Incentive Plan | — | 221,250 | 442,500 | 1,106,250 | — | — | — | — | — | — | | | PRSUs | 3/04/2024 | — | — | — | 8,267 | 16,534 | 33,068 | — | — | 1,415,641 | | | RSUs | 3/04/2024 | — | — | — | — | — | — | 16,534 | — | 1,025,769 | | Brady R. Shirley | Annual Incentive Plan | — | 286,058 | 572,116 | 1,430,290 | — | — | — | — | — | — | | | PRSUs | 3/04/2024 | — | — | — | — | — | — | — | — | | | | RSUs | 3/04/2024 | — | — | — | — | — | — | 24,802 | — | 1,538,716 | | Daniel A. Pryor | Annual Incentive Plan | — | 240,000 | 480,000 | 1,200,000 | — | — | — | — | — | — | | | PRSUs | 3/04/2024 | — | — | — | 8,061 | 16,121 | 32,242 | — | — | 1,380,280 | | | RSUs | 3/04/2024 | — | — | — | — | — | — | 16,121 | — | 1,000,147 | | Patricia Lang | Annual Incentive Plan | — | 173,250 | 346,500 | 866,250 | — | — | — | — | — | — | | | PRSUs | 3/04/2024 | — | — | — | 4,754 | 9,507 | 19,014 | — | — | 813,989 | | | RSUs | 3/04/2024 | — | — | — | — | — | — | 9,507 | — | 589,814 | | Bradley J. Tandy | Annual Incentive Plan | — | 173,250 | 346,500 | 866,250 | — | — | — | — | — | — | | | PRSUs | 3/04/2024 | — | — | — | 4,134 | 8,267 | 16,534 | — | — | 707,821 | | | RSUs | 3/04/2024 | — | — | — | — | — | — | 8,267 | — | 512,885 |

  114. Grants of Plan-Based Awards for 2024

    | (1) Amounts represent potential payouts under our Annual Incentive Plan. Threshold estimated possible payouts incorporate a 0.5 IPF, target estimated possible payouts incorporate a 1.0 IPF and maximum estimated possible payouts incorporate the 250% maximum payout cap under the Annual Incentive Plan. For a discussion of the performance metrics and actual results and payouts under the plan for fiscal 2024 see the Compensation Discussion and Analysis and the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above, respectively. |

  115. Grants of Plan-Based Awards for 2024

    | (2) Amounts represent potential shares Issuable under performance-based restricted stock unit awards. The PRSUs may be earned at the end of the performance period upon certification by the CHCM Committee of the performance level that has been met. The PRSUs cliff vest at the end of the three-year performance period, if earned. |

  116. Grants of Plan-Based Awards for 2024

    | (3) Unless otherwise indicated below, the amounts shown in this column represent the full grant date fair value of grants made to each NEO, as computed in accordance with FASB ASC Topic 718. PRSUs are valued based upon the probable outcome of the performance conditions associated with these awards as of the grant date and such calculation is consistent with the estimate of aggregate compensation cost recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. |

  117. Grants of Plan-Based Awards for 2024

    | - 2025 Proxy Statement | 43 |

  118. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows, as of December 31, 2024, the number of outstanding stock options, performance-based restricted stock unit awards and restricted stock unit awards held by the named executive officers.

  119. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Matthew L. Trerotola | 182,572 | — | 45.69 | 2/24/2026 | — | — | — | — | | | 70,246 | — | 64.03 | 2/23/2027 | — | — | — | — | | | 56,179 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 41,812 | 20,907 | 70.88 | 2/16/2029 | — | — | — | — | | | 22,308 | 44,614 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 138,591 | 6,081,373 | — | — | | | — | — | — | — | — | — | 120,927 | 4,951,554 | | Phillip “Ben” Berry | 10,859 | — | 33.48 | 3/16/2027 | — | — | — | — | | | 4,476 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 3,825 | 7,647 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 23,530 | 1,032,496 | — | — | | | — | — | — | — | — | — | 26,210 | 1,074,107 | | Brady R. Shirley | 33,499 | — | 45.69 | 2/24/2026 | — | — | — | — | | | 21,747 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 18,721 | 9,362 | 70.88 | 2/16/2029 | — | — | — | — | | | 9,561 | 19,120 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 57,621 | 2,528,409 | — | — | | | — | — | — | — | — | — | 24,190 | 985,984 | | Daniel A. Pryor | 106,670 | — | 56.79 | 3/7/2025 | — | — | — | — | | | 61,974 | — | 45.69 | 2/24/2026 | — | — | — | — | | | 22,503 | — | 64.03 | 2/23/2027 | — | — | — | — | | | 16,763 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 12,168 | 6,086 | 70.88 | 2/16/2029 | — | — | — | — | | | 6,214 | 12,428 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 53,579 | 2,351,047 | — | — | | | — | — | — | — | — | — | 31,844 | 1,303,604 | | Patricia Lang | 7,258 | — | 45.69 | 2/24/2026 | — | — | — | — | | | 8,514 | — | 64.03 | 2/23/2027 | — | — | — | — | | | 7,249 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 6,240 | 3,120 | 70.88 | 2/16/2029 | — | — | — | — | | | 3,188 | 6,372 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 20,447 | 897,214 | — | — | | | — | — | — | — | — | — | 17,570 | 719,481 | | Bradley J. Tandy | 7,297 | — | 64.03 | 2/23/2027 | — | — | — | — | | | 7,249 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 5,616 | 2,808 | 70.88 | 2/16/2029 | — | — | — | — | | | 2,869 | 5,735 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 18,112 | 794,755 | — | — | | | — | — | — | — | — | — | 15,524 | 635,652 |

  120. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) The vesting date of unvested stock option awards is set forth beside each option expiration date in the following chart. Note that the vesting date provided reflects when the options fully vest. Stock option awards vest ratably over three years beginning on the first anniversary of the grant date. |

  121. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 44 | - 2025 Proxy Statement |

  122. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Option Grant Date | Option Expiration Date | Option Full Vesting Date (options vest over three-year period except as noted above) | | 3/8/2018 | 3/7/2025 | 3/8/2021 | | 2/25/2019 | 2/24/2026 | 2/25/2022 | | 2/24/2020 | 2/23/2027 | 2/24/2023 | | 3/17/2020 | 3/16/2027 | 3/17/2023 | | 2/22/2021 | 2/21/2028 | 2/22/2024 | | 2/17/2022 | 2/16/2029 | 2/17/2025 | | 2/28/2023 | 2/27/2030 | 2/28/2026 |

  123. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) For Mr. Trerotola, the amounts represent (i) 7,899 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 17, 2023, (ii) 18,814 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (iii) 64,484 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025 and (iv) 47,394 RSUs, representing target achievement of a PRSU that vests on February 17, 2025. The performance period for these PRSUs ended at the time of the Separation in 2022, but such awards continue to have service requirements until the vesting date of the award. |

  124. Outstanding Equity Awards at 2024 Fiscal Year-End

    | For Mr. Berry, the amounts represent (i) 1,199 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 17, 2023, (ii) 2,572 RSUs granted to Mr. Berry on June 1, 2022 upon his promotion, the remaining portion of an annual award that vests ratably over three years, beginning on June 1, 2023, (iii) 3,225 RSUs, the remaining portion that vests ratably over three years, beginning on February 29, 2024, and (iv) 16,534 RSUs, an annual award that vests ratably over three years, beginning on March 4, 2025. |

  125. Outstanding Equity Awards at 2024 Fiscal Year-End

    | For Mr. Shirley, the amounts represent (i) 3,536 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 17, 2023, (ii) 8,062 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, and (iii) 24,802 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025 and (iv) 21,221 RSUs, representing target achievement of a PRSU that vests on February 17, 2025. The performance periods for these PRSUs ended at the time of the Separation in 2022, but such awards continue to have service requirements until the vesting date of the award. |

  126. Outstanding Equity Awards at 2024 Fiscal Year-End

    | For Mr. Pryor, the amounts represent (i) 2,300 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 17, 2023, (ii) 5,240 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (iii) 16,125 RSUs, granted to Mr. Pryor on February 28, 2023 as a retention award, the remaining portion that vests ratably over three years, beginning on February 29, 2024, (iv) 16,121 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025, and (v) 13,793 RSUs, representing target achievement of a PRSU that vests on February 17, 2025. The performance periods for these PRSUs ended at the time of the Separation in 2022, but such awards continue to have service requirements until the vesting date of the award. |

  127. Outstanding Equity Awards at 2024 Fiscal Year-End

    | For Ms. Lang, the amounts represent (i) 1,180 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 17, 2023, (ii) 2,687 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (iii) 9,507 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025, and (iv) 7,073 RSUs, representing target achievement of a PRSU that vests on February 17, 2025. The performance periods for these PRSUs ended at the time of the Separation in 2022, but such awards continue to have service requirements until the vesting date of the award. |

  128. Outstanding Equity Awards at 2024 Fiscal Year-End

    | For Mr. Tandy, the amounts represent (i) 1,061 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 17, 2023, (ii) 2,418 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (iii) 8,267 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025, and (iv) 6,366 RSUs, representing the target achievement of a PRSU that vests on February 17, 2025. The performance periods for these PRSUs ended at the time of the Separation in 2022, but such awards continue to have service requirements until the vesting date of the award. |

  129. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) The amounts shown in this column represent the market value of the unvested PRSUs or restricted stock units, as applicable, based on the closing price of the Company’s common stock on December 31, 2024, which was $43.88 per share, multiplied by the number of units, respectively, for each unvested award. |

  130. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) The amounts shown in this column reflect unearned PRSUs as of December 31, 2024. If earned, these PRSUs are then subject to an additional service-based vesting period. The amounts shown in this column reflect awards made in 2024 and show the target amount of PRSUs that may be earned at the end of the performance period upon certification by the CHCM Committee. These amounts would cliff vest at the end of the three-year performance period, if earned. |

  131. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) The amounts shown in this column represent the estimated value of the unearned PRSUs using a Monte Carlo simulation valuation model resulting in a value of $40.76 for the 2023 PRSUs and $41.11 for the 2024 PRSUs multiplied by the target number of units for each unvested and unearned performance stock award. |

  132. Outstanding Equity Awards at 2024 Fiscal Year-End

    | - 2025 Proxy Statement | 45 |

  133. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Employment Agreements, Change in Control Agreements, Retention Agreements and Executive Officer Severance Plan |

  134. Outstanding Equity Awards at 2024 Fiscal Year-End

    Messrs. Trerotola and Pryor are party to our current form of employment agreement for executive officers, which was adopted by the Company on September 15, 2010, Mr. Berry is party to an employment letter agreement entered into upon his promotion to the position of Chief Financial Officer and Ms. Lang and Mr. Tandy are parties to employment letter agreements entered into upon their hire. Prior to his retirement from his position as President and Chief Operating Officer, effective as of April 1, 2024, Mr. Shirley was party to a service agreement with DJO, which he entered into prior to our acquisition of the DJO business in 2019 and which was assumed as part of the acquisition. The agreement provides for a four-year initial term, with automatic one-year term extensions commencing November 14, 2020, unless we or Mr. Shirley provides written notice in advance to terminate the automatic extension provision. The agreement provides that Mr. Shirley’s base salary is a specified amount and that he is entitled to such increases as determined by the Board. In addition, Mr. Shirley is entitled to receive an annual bonus of 100% of his base salary. Mr. Shirley did not receive any severance benefits or additional compensation in connection with his retirement from his role as President and COO and transition to his position as Executive Advisor. Messrs. Berry, Pryor, Tandy and Shirley and Ms. Lang are party to our current form of change in control agreement for executive officers, which was approved by the Board on October 27, 2020.

  135. Employment Agreements, Change in Control Agreements and Other Agreements

    | Option Exercises and Stock Vested |

  136. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024

  137. Option Exercises and Stock Vested During Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Matthew L. Trerotola | — | — | 84,666 | 5,300,857 | | Phillip “Ben” Berry | — | — | 5,992 | 335,643 | | Brady R. Shirley | — | — | 33,644 | 2,103,732 | | Daniel A. Pryor | — | — | 33,083 | 2,049,433 | | Patricia Lang | — | — | 11,216 | 701,328 | | Bradley J. Tandy | — | — | 10,964 | 686,317 |

  138. Option Exercises and Stock Vested During Fiscal 2024

    | Nonqualified Deferred Compensation |

  139. Option Exercises and Stock Vested During Fiscal 2024

    We maintain the Enovis (formerly Colfax) Corporation Nonqualified Deferred Compensation Plan (the “Nonqualified Plan”) to provide certain select members of management and other highly compensated employees, including each of the NEOs, with an opportunity to defer a stated percentage of their base compensation or their bonus compensation without regard to the compensation limits imposed by the Internal Revenue Code for our 401(k) plan. We established the Nonqualified Plan to allow these individuals to contribute toward retirement on a tax-effective basis in a manner that is consistent with other Enovis employees who are not limited by the Internal Revenue Code limits. The plan is “unfunded,” meaning there are no assets segregated for the exclusive benefit of plan participants. The Nonqualified Plan allows the NEOs to defer up to 50% of their base salaries and up to 75% of their bonus compensation. In addition, during 2024 we matched up to 4% of all excess deferrals by the NEOs and provided a 2% Company contribution to our NEOs, other than Mr. Shirley, Mr. Tandy and Mr. Berry. Eligible NEOs vest in these Company contributions to the Nonqualified Plan on the same terms as comparably contributions vest under the Company’s 401(k) plan. Deferrals under the Nonqualified Plan are notionally invested among a number of different mutual funds, insurance company separate accounts, indexed rates or other measurement funds, which are selected periodically by the plan administrator to best match the funds offered in the qualified 401(k) plan. Each participating NEO can allocate his deferrals among these notional fund investment options and may change elections at any time by making a change of election with the plan administrator. Enovis notionally invests its match and contribution amounts in the same investment options in the same amounts and allocations as the reference funds selected by the officer. Simultaneously with the executive’s election to defer amounts under the Nonqualified Plan, the executive must elect the time and form of payment for the deferred amounts, which may generally be either a lump sum distribution or in annual installments payable over a period of one to ten years following a specified date (that must be at least one year following the end of the year to which the officer’s deferral election relates) or at least six months following the officer’s separation from service. Limited changes to deferral elections are permitted in accordance with the terms of the Nonqualified Plan. If no election is made, the benefit will be paid in a lump sum on the last day of the month which occurs six months after the executive’s separation from service. Deferred amounts may alternatively be paid out in a lump sum in the event of an executive’s death or disability or in the event of an unforeseeable financial emergency, Furthermore, in the event the executive’s account balance at the time of his or her separation from service is less than $15,000, payment of the account balance will be made in a lump sum on or before the later of (i) December 31 of the calendar year of separation, or (ii) the date that is 2.5 months after the executive’s separation from service. The Company also maintains the Enovis (formerly Colfax) Corporation Excess Benefit Plan (the “Excess Benefit Plan”) which was frozen to new participants and future new deferrals on December 31, 2015. Like the Nonqualified Plan, the Excess Benefit Plan is an unfunded non-qualified deferred compensation plan in which Mr. Pryor holds an account balance. Like the Nonqualified Plan, amounts deferred under the Excess Benefit Plan are notionally invested in offered measurement funds as selected by the plan participant and will be distributed in accordance with participant elections and the terms of the Excess Benefit Plan following a participant’s separation from service, death or disability.

  140. Option Exercises and Stock Vested During Fiscal 2024

    | - 2025 Proxy Statement | 47 |

  141. Option Exercises and Stock Vested During Fiscal 2024

    The Company also maintains the DJO Global Executive Deferred Compensation Plan (the “DJO Nonqualified Plan”), which was acquired in connection with the acquisition of DJO. The DJO Nonqualified Plan was frozen to new participants and future deferrals on December 31, 2019. Like the Nonqualified Plan, the DJO Nonqualified Plan is an unfunded non-qualified deferred compensation plan. Mr. Shirley and Mr. Tandy hold an account balance in this plan. Like the Nonqualified Plan, amounts deferred under the DJO Nonqualified Plan are notionally invested in offered measurement funds as selected by the plan participant and will be distributed in accordance with participant elections. Deferred amounts may generally be paid out in either a lump sum distribution or in annual installments payable over a period of two to ten years following a specified date or the officer’s separation from service (subject to any required 6-month delay). Deferred amounts will alternatively be paid out in a lump sum in the event of an executive’s death.

  142. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  143. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Matthew L. Trerotola | 383,382 | 113,568 | 174,047 | — | 3,172,323 | | Phillip “Ben” Berry | — | — | — | — | — | | Brady Shirley | 112,539 | 11,232 | 22,796 | — | 405,969 | | Daniel A. Pryor | 169,684 | 57,227 | 298,557 | — | 2,491,559 | | Patricia Lang | 64,091 | 13,886 | 20,906 | — | 415,663 | | Bradley J. Tandy | 101,529 | 24,659 | 42,338 | — | 652,323 |

  144. Nonqualified Deferred Compensation

    | (1) With respect to each applicable NEO, amounts represent deferred salary and deferred bonus amounts that are reported in the Summary Compensation Table above under the applicable column. |

  145. Nonqualified Deferred Compensation

    | (2) All amounts reported in this column for each applicable NEO are reported in the “All Other Compensation” column of the Summary Compensation Table above. |

  146. Nonqualified Deferred Compensation

    | (3) No amounts reported in this column for each applicable NEO are reported in the Summary Compensation Table above. |

  147. Nonqualified Deferred Compensation

    Potential Payments Upon Termination or Change in Control The information below describes relevant employment agreement, change in control agreement, severance plan and equity plan provisions for payments upon termination or a change in control and sets forth the amount of compensation that could have been received by each of the NEOs in the event such executive’s employment had terminated under the various applicable triggering events described below as of December 31, 2024, except for Mr. Shirley who was not serving as an executive officer on December 31, 2024. The benefits discussed below are in addition to those generally available to all salaried employees, such as distributions under the 401(k) plan, health care benefits and disability benefits. In addition, these benefits do not take into account any arrangements that we may provide in connection with an actual separation from service or a change in control. Due to the number of different factors that affect the nature and amount of any benefits provided in connection with these events, actual amounts payable to any of the NEOs should a separation from service or change-in-control occur during the year will likely differ, perhaps significantly, from the amounts reported below. Factors that could affect such amounts include the timing during the year of the event, the Company’s stock price, and the target amounts payable under annual and long-term incentive arrangements that are in place at the time of the event. Payments and benefits in connection with Mr. Shirley’s retirement under his transition agreement are discussed and quantified separately under the subheading “Mr. Shirley’s Transition Arrangement.”

  148. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  149. Potential Payments Upon Termination or Change of Control

    | Executive | Matthew L. Trerotola ($) | Phillip “Ben” Berry ($) | Daniel A. Pryor ($) | Patricia A. Lang ($) | Bradley Tandy ($) | | Employment Agreement/Severance Plan Benefits: | | | | | | | Termination without “cause” or for “good reason” | | | | | | | Payment Over 24 Months/Lump Sum Payment(1) | 4,846,500 | 1,032,500 | 1,080,000 | 841,500 | 841,500 | | Pro Rata Annual Incentive Compensation(2) | 1,346,250 | 442,500 | 480,000 | 346,500 | 346,500 | | Accelerated Stock Options | — | — | — | — | — | | Accelerated PRSUs | 3,301,036 | — | — | — | — | | Accelerated RSUs | 6,081,373 | — | — | — | — | | Termination in connection with Retirement | | | | | | | Pro Rata Annual Incentive Compensation(2) | 1,346,250 | 442,500 | 480,000 | 346,500 | 346,500 | | Accelerated Stock Options | — | — | — | — | — | | Accelerated PRSUs | 1,533,784 | — | 427,246 | 219,099 | 197,197 | | Accelerated RSUs | 3,251,815 | — | 1,643,657 | 480,047 | 431,999 | | Termination in connection with Death or Disability | | | | | | | Pro Rata Annual Incentive Compensation(2) | 1,346,250 | 442,500 | 480,000 | 346,500 | 346,500 | | Accelerated Stock Options | — | 112,934 | — | — | — | | Accelerated PRSUs | 3,301,036 | 716,071 | 869,069 | 479,654 | 423,768 | | Accelerated RSUs | 6,081,373 | 1,032,496 | 2,351,047 | 897,214 | 794,755 | | Termination in connection with a “change of control” | | | | | | | Lump Sum Payment | 4,846,500 | 2,065,000 | 2,160,000 | 1,683,000 | 1,683,000 | | Pro Rata Annual Incentive Compensation(2) | 1,346,250 | — | — | — | — | | Accelerated Stock Options(3) | — | 112,934 | — | — | — | | Accelerated PRSUs(3)(4) | 4,951,554 | 1,074,107 | 1,303,604 | 719,481 | 635,652 | | Accelerated RSUs(3) | 6,081,373 | 1,032,496 | 2,351,047 | 897,214 | 794,755 | | NQDC Plans/Pension(5)(6) | 3,172,323 | — | 2,491,559 | 415,663 | 652,323 |

  150. Potential Payments Upon Termination or Change of Control

    | (1) For Mr. Trerotola, the amount is paid over the 24 months following termination. For the other NEOs, the amount is paid as a lump sum. |

  151. Potential Payments Upon Termination or Change of Control

    | (2) Assumes achievement at target. |

  152. Potential Payments Upon Termination or Change of Control

    | (3) In addition to accelerated vesting pursuant to the award agreements, stock options, PRSUs and RSUs accelerate if not assumed or substituted as discussed above, upon a “Business Combination” as defined above. |

  153. Potential Payments Upon Termination or Change of Control

    | (4) Assumes achievement at target. Under the award agreements, in the event of a termination in connection with a change in control, the performance objectives applicable to unearned PRSUs will be deemed to have been met at the greater of (i) the target level at the date of termination, and (ii) actual performance at the date of termination. |

  154. Potential Payments Upon Termination or Change of Control

    | (5) Amounts represent the aggregate balance of the NEO’s Excess Benefit Plan or Non-Qualified Deferred Compensation account as of December 31, 2024. For more details on these plans, see “Nonqualified Deferred Compensation” above. |

  155. Potential Payments Upon Termination or Change of Control

    | (6) Potential payments apply to all termination scenarios presented herein. |

  156. Potential Payments Upon Termination or Change of Control

    | - 2025 Proxy Statement | 53 |

  157. Potential Payments Upon Termination or Change of Control

    | ∎ | CEO PAY RATIO DISCLOSURE |

  158. Potential Payments Upon Termination or Change of Control

    As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median compensated associate and the annual total compensation of Mr. Trerotola, our President and Chief Executive Officer. The pay ratio included in this section is a reasonable estimate calculated in a matter consistent with Item 402(u) of Regulation S-K. For 2024:

  159. Potential Payments Upon Termination or Change of Control

    | ∎ | The annual total compensation of the median compensated of all of our employees (other than our CEO) was $40,725; and |

  160. Potential Payments Upon Termination or Change of Control

    | ∎ | The annual total compensation of Mr. Trerotola, as presented in the Summary Compensation Table, was $12,452,638. |

  161. Potential Payments Upon Termination or Change of Control

    | Based on this information, for 2024 the ratio of the annual total compensation of Mr. Trerotola, our Chief Executive Officer, to the annual total compensation of our median compensated employee was 303 to one. |

  162. Potential Payments Upon Termination or Change of Control

    The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify our median compensated employee, as well as to determine the annual total compensation of this “median employee”:

  163. Potential Payments Upon Termination or Change of Control

    | ∎ | We determined that, as of December 31, 2024, our employee population consisted of approximately 7,339 persons, of whom approximately 2,073 were employed in the United States and approximately 5,266 were employed outside the United States, based on our payroll records; |

  164. Potential Payments Upon Termination or Change of Control

    | ∎ | We selected December 31, 2024 as the date upon which we would identify the “median employee”; |

  165. Potential Payments Upon Termination or Change of Control

    | ∎ | We annualized the compensation of team members employed by us for less than a full fiscal year; |

  166. Potential Payments Upon Termination or Change of Control

    | ∎ | Based on payroll data for all employees, we used annualized base salary or base pay rate to identify our median employee, who was a full-time, hourly associate in Italy; and |

  167. Potential Payments Upon Termination or Change of Control

    | ∎ | Once the median employee was identified, we calculated the elements of this employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-X, resulting in annual total compensation of $40,725 as of December 31, 2024. |

  168. Potential Payments Upon Termination or Change of Control

    | 54 | - 2025 Proxy Statement |

  169. Potential Payments Upon Termination or Change of Control

    | ∎ | PAY-VERSUS-PERFORMANCE |

  170. Pay-Versus-Performance

    | (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) | GAAP Net 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 |