DEF 14A of Enovis CORP, Apr 6, 2026

DEF 14A of Enovis CORP

Filed Apr 6, 2026 · FY20250001493152-26-015302

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 | | Sharon Wienbar (Chair) | 64 | 2016 | Former Partner, Scale Venture Partners | ✓ | CHCM | ∎ Resideo Technologies, Inc. ∎ Ingram Micro Holding Corporation | | Damien McDonald | 61 | 2025 | Chief Executive Officer, Enovis Corporation | | N/A | None | | Barbara W. Bodem | 58 | 2022 | Former Chief Financial Officer, Hill-Rom Holdings, Inc. | ✓ | Audit | ∎ BioMarin Pharmaceutical Inc. ∎ Option Care Health, Inc. | | Liam J. Kelly | 59 | 2020 | Former President and Chief Executive Officer, Teleflex Incorporated | ✓ | Nominating | ∎ None | | Angela S. Lalor | 60 | 2022 | Retired Senior VP, Human Resources, Danaher Corporation | ✓ | CHCM (Chair) | None | | Philip A. Okala | 57 | 2021 | Chief Operating Officer, Tufts Medicine | ✓ | Audit | None | | Christine Ortiz | 55 | 2022 | Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology | ✓ | Nominating | ∎ Mueller Water Products, Inc. | | A. Clayton Perfall | 67 | 2010 | Former Operating Executive, Tailwind Capital | ✓ | Audit (Chair) | None | | Brady R. Shirley | 60 | 2022 | Former President and Chief Operating Officer, Enovis Corporation | | N/A | None | | Rajiv Vinnakota | 55 | 2008 | President, Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation) | ✓ | CHCM Nominating (Chair) | ∎ ESAB Corporation |

  3. Board Nominees (page 10)

    | - 2026 Proxy Statement | 3 |

  4. Board Nominees (page 10)

    Our ten 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 41)

    | ∎ | We emphasize long-term stockholder value creation by using performance-based restricted stock units (“PRSUs”), and time-based restricted stock units (“RSUs”), in combination with a robust stock ownership policy, to deliver long-term compensation incentives; |

  6. Executive Compensation (page 41)

    | ∎ | 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 1, 2026, 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

    | Sharon Wienbar Director since 2016 Independent | Age 64 Committees: Compensation and Human Capital Management Chair of the Board | 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 non-profit 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 |

  10. Nominees for Director

    | Damien McDonald Director since 2025 | Age 61 Committees: None | Career Highlights and Recent Business Experience ∎ Enovis Corporation ∎ Chief Executive Officer (2025 – present) ∎ LivaNova PLC ∎ Chief Executive Officer (2017 – 2023) ∎ Chief Operating Officer (2016) ∎ Danaher Corporation ∎ Vice President and Group Executive, Professional Consumables (2013 – 2016) ∎Group President of Kerr Corporation (2011 – 2013) ∎Special Projects (2010) ∎ Zimmer Holdings ∎ President, Zimmer Spine (2007 – 2010) ∎ Johnson and Johnson (1999 – 2007) ∎ Served in various roles, most recently leading global marketing for J&J’s Ethicon business | Other Current Public Directorships ∎ None Other Public Directorships in the Past Five Years ∎ LivaNova PLC (2017 – 2023) Specific Qualifications, Experience, Skills and Expertise ∎ 35+ years of extensive experience in the medical device, healthcare, and life sciences industries ∎ Significant executive leadership experience with global, multinational organizations ∎Proven track record of leading medical technology companies through periods of growth, transformation and value creation ∎ Deep expertise in medical device commercialization, product development, and lifecycle management |

  11. Nominees for Director

    | Barbara W. Bodem Director since 2022 Independent | Age 58 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) 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 |

  12. Nominees for Director

    | 10 | - 2026 Proxy Statement |

  13. Nominees for Director

    | Liam J. Kelly Director since 2020 Independent | Age 59 Committees: Nominating and Corporate Governance | Career Highlights and Recent Business Experience ∎ Teleflex Incorporated ∎ Chairman, President and Chief Executive Officer (2020 – Jan 2026) ∎ 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 – Jan 2026) 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 |

  14. Nominees for Director

    | Angela S. Lalor Director since 2022 Independent | Age 60 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 initiatives ∎ Senior leadership experience for two public companies with significant experience and portfolios of healthcare businesses ∎ Extensive international M&A experience |

  15. Nominees for Director

    | - 2026 Proxy Statement | 11 |

  16. Nominees for Director

    | Philip A. Okala Director since 2021 Independent | Age 57 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 |

  17. Nominees for Director

    | Dr. Christine Ortiz Director since 2022 Independent | Age 55 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 |

  18. Nominees for Director

    | 12 | - 2026 Proxy Statement |

  19. Nominees for Director

    | A. Clayton Perfall Director since 2010 Independent | Age 67 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 |

  20. Nominees for Director

    | Brady R. Shirley Director since 2022 | Age 60 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 |

  21. Nominees for Director

    | - 2026 Proxy Statement | 13 |

  22. Nominees for Director

    | Rajiv Vinnakota Director since 2008 Independent | Age 55 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 |

  23. Nominees for Director

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

  24. Nominees for Director

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

  25. Nominees for Director

    | 14 | - 2026 Proxy Statement |

  26. Nominees for Director

    | ∎ | CORPORATE GOVERNANCE |

  27. Contacting the Board of Directors

    | ∎ | DIRECTOR COMPENSATION |

  28. 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; |

  29. 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. |

  30. DIRECTOR COMPENSATION FOR 2025

    DIRECTOR COMPENSATION FOR 2025

  31. DIRECTOR COMPENSATION FOR 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Barbara Bodem | 70,000 | 230,006 | 300,006 | | Liam J. Kelly | 70,000 | 230,006 | 300,006 | | Angela Lalor | 90,000(2) | 230,006(3) | 320,006 | | Philip Okala | 70,000 | 230,006 | 300,006 | | Christine Ortiz | 70,000 | 230,006(3) | 300,006 | | A. Clayton Perfall | 95,000 | 230,006 | 325,006 | | Brady R. Shirley | 52,500 | 261,541(4) | 314,041 | | Rajiv Vinnakota | 85,000 | 230,006 | 315,006 | | Sharon Wienbar | 177,390 | 230,006(3) | 407,396 |

  32. DIRECTOR COMPENSATION FOR 2025

    | (1) Amounts shown in the “Stock Awards” column represent the grant date fair value for stock awards granted to each director during 2025, 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, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. The amounts reflect the grant date fair value of the 2025 annual grant of 6.598 restricted stock units made to each director in connection with the 2025 annual meeting of stockholders, which vest in full on May 21, 2026. | | (2) 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 2025, the amount of DSUs received in lieu of annual cash retainer and committee chair retainer by Ms. Lalor was 2,894. DSUs received for these cash retainers are considered “vested” and thus are not reflected in the table below. | | (3) RSUs granted to each of these directors, which were awarded in connection with the 2025 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 21, 2026 in accordance with the vesting schedule applicable to the underlying restricted stock units. | | (4) Mr. Shirley completed his service to the Company as an Executive Advisor on March 31, 2025 and ceased to be an employee-director. As a result, Mr. Shirley received a prorated “Stock Award” for the period beginning April 1, 2025 through the annual grant date of May 21, 2025. |

  33. DIRECTOR COMPENSATION FOR 2025

    As of December 31, 2025, 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:

  34. DIRECTOR COMPENSATION FOR 2025

    | Name | Restricted Stock Units | Stock Options | | Barbara Bodem | 6,598 | 7,631 | | Liam J. Kelly | 6,598 | 12,184 | | Angela Lalor | 6,598 | 7,631 | | Philip Okala | 6,598 | 8,147 | | Christine Ortiz | 6,598 | 7,631 | | A. Clayton Perfall | 6,598 | 15,182 | | Brady R. Shirley | 7,427 | - | | Rajiv Vinnakota | 6,598 | 11,406 | | Sharon Wienbar | 6,598 | 15,182 |

  35. DIRECTOR COMPENSATION FOR 2025

    | - 2026 Proxy Statement | 23 |

  36. DIRECTOR COMPENSATION FOR 2025

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

  37. DIRECTOR COMPENSATION FOR 2025

    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, 2026. 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.

  38. 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. |

  39. 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-median TSR performance in order to pay out at target, and (ii) 50% RSUs that vest in equal installments over a three-year period following their grant date (with the exception of Ms. Lang, who received 25% PRSUs and 75% RSUs). |

  40. 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. |

  41. 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 2025, 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. |

  42. Elements of Our 2025 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 2025, including a calculation of the payout percentages and description of the IPF component, follows below.

  43. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Performance Results

    Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Performance Results For our NEOs, in 2025 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 2025 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 2025 were as follows:

  44. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 Performance Results

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

  45. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 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. |

  46. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 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 2025 budget, including but not limited to restructuring charges, EU MDR fees and other costs, strategic transaction costs, stock-based compensation, acquisition-related intangible asset amortization, strategic purchase of economic interest on future royalty payments, property plant and equipment step-up depreciation, and inventory step-up, 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 and for fifty percent of net tariff impacts. |

  47. Bonus Calculation and Payment – Financial and Operational Metrics and 2025 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 2025 Annual Report on Form 10-K, under the heading “Non-GAAP Measures.” |

  48. 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 weighted average performance result for the 2025 CPF was 92.2% of plan, as set forth below.

  49. Bonus Calculation – Target Bonus

    | Measure | Weighting | Threshold | Target | Maximum | Achieved | CPF Based on Weighting | | Net Sales (as adjusted) | 40% | $2.164 million | $2.254 million | $2.434 million | $2.244 million | 94.4% | | Adjusted EBITDA | 60% | $359.9 million | $411.3 million | $514.1 million | $401.8 million | 90.8% | | Weighted aggregate CPF for 2025 | | | | | | 92.2% |

  50. 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 2025, 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. 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.

  51. Bonus Calculation – Individual Performance Factor

    | NEO | Base Salary ($) | Target Bonus Percentage | | Target Bonus ($) | CPF | Bonus before IPF application ($) | Individual Performance Factor (IPF)(1) | | Executive Bonus Payment ($) | | Mr. McDonald(2) | 641,096X | 125% | = | 801,370X | 92.2% | 738,863 | 110.0% | = | 812,749 | | Mr. Trerotola(3) | 857,458X | 125% | = | 1,071,823X | 92.2% | 988,220 | 100.0% | = | 988,220 | | Mr. Berry | 610,000X | 75% | = | 457,500X | 92.2% | 421,815 | 110.0% | = | 463,997 | | Mr. Pryor | 620,000X | 80% | = | 496,000X | 92.2% | 457,312 | 100.0% | = | 457,312 | | Mr. Ross | 520,000X | 75% | = | 390,000X | 94.9% | 370,110 | 105.0% | = | 388,616 | | Ms. Lang | 505,000X | 70% | = | 353,500X | 92.2% | 325,927 | 110.0% | = | 358,520 | | Mr. Vogt | 500,000X | 75% | = | 375,000X | 91.9% | 344,625 | 100.0% | = | 344,625 |

  52. Bonus Calculation – Individual Performance Factor

    | (1) Under the Annual Incentive Plan, the IPF can range from 0 – 150%. | | (2) Mr. McDonald’s bonus was calculated on a pro-rated basis for his partial year of employment. | | (3) Mr. Trerotola’s bonus was calculated based on salary actually paid during 2025, taking into account a reduction in salary when he transitioned to an Executive Advisor role. |

  53. Bonus Calculation – Individual Performance Factor

    | - 2026 Proxy Statement | 33 |

  54. Bonus Calculation – Individual Performance Factor

    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 2025, annual equity awards generally 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.

  55. Annual Grants under Omnibus Incentive Plan

    Annual Grants under Omnibus Incentive Plan On March 7, 2025, 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 Ms. Lang who received 25% of her grant in the form of PRSUs and 75% in the form of RSUs. 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. In addition to his annual award with an aggregate value of $2,000,000, on May 12, 2025, Mr. Berry received a one-time retention RSU grant with a target value of $2,000,000 that vests ratably over three years from the date of grant, to ensure continuity and in recognition of his contributions to Mr. McDonald’s onboarding as CEO during a period of transition as well as the critical role that he plays in the Company’s strategic planning. If Mr. Berry’s service terminates without cause after the first anniversary of the award date, vesting will continue.

  56. Annual Grants under Omnibus Incentive Plan

    | Annual Grant Recipient | Total Aggregate Value of Grant ($)(1) | | Mr. McDonald | 6,500,000(2) | | Mr. Trerotola | 7,800,000 | | Mr. Berry | 4,000,000 | | Mr. Pryor | 2,000,000 | | Mr Ross | 1,500,000 | | Ms. Lang | 1,250,000 | | Mr. Vogt | 1,250,000 |

  57. 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 2025 annual equity grants to our NEOs are shown under Grants of Plan-Based Awards for 2025 on page 43. | | (2) Mr. McDonald’s annual awards were granted on his date of hire of May 12, 2025, upon the approval of the Board of Directors, which annual awards are representative of the awards that Mr. McDonald would have received, had he been an employee of the Company as of the March 7, 2025 grant date for all other annual awards under the 2020 Omnibus Plan. |

  58. 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:

  59. 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% |

  60. Annual Grants under Omnibus Incentive Plan

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

  61. Annual Grants under Omnibus Incentive Plan

    | 34 | - 2026 Proxy Statement |

  62. 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 (commonly known as a “negative” TSR cap).

  63. 2023 PRSU Performance Payout

    2023 PRSU Performance Payout In February 2026, the CHCM Committee certified the performance results of certain PRSUs granted to Messrs. Trerotola, Berry, Pryor and Shirley, and Ms. Lang in 2023. The 2023 PRSUs were subject to the Company achieving investor return performance relative to the S&P 500 Health Care Equipment & Supplies Industry Index. At the end of the three-year performance period, the Company performance, which reflected a relative TSR ranking in the 27h percentile of the Index, resulted in a payout of 0% of target. Additional Compensation Information

  64. 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. Aside from the benefits provided to Mr. McDonald at the time of his hire (detailed below), 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. In addition, as CEO, Mr. McDonald is provided with (i) personal use of a private aircraft chartered by the Company not to exceed $250,000 annually in actual cost (as further described below), (ii) personal financial planning services of $20,000 annually, (iii) relocation benefits in accordance with our global relocation policy, and (iv) $20,000 for reimbursement of legal fees associated with a review of documents related to his offer of employment 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. McDonald and his family. Making the aircraft available to Mr. McDonald 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. McDonald and his family, in terms of convenience, security and saving time, results in an efficient form of compensation for Mr. McDonald.

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

    | - 2026 Proxy Statement | 35 |

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

    Additional details regarding the material terms of the employment agreements of our NEOs 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 52 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.”

  67. 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. The Company’s peer group for 2025 (which remains unchanged from 2024) was as follows:

  68. Role of Compensation Consultants and Peer Data Review

    | 2025 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) | |

  69. Role of Compensation Consultants and Peer Data Review

    In the fall of 2025, the CHCM Committee, in consultation with FW Cook, reviewed the Company’s peer group and made the following updates that will be effective for 2026, removing The Cooper Companies, Inc., ResMed, and STERIS plc, and adding Glaukos Corporation, Integer Holdings Corporation, Merit Medical Systems, Inc., and Orthofix Medical Inc. These modifications were made to ensure that the peer group continues to reflect companies of similar scale, including revenue and market capitalization, to Enovis. 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.

  70. 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 2025 did not raise any conflict of interest.

  71. 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. |

  72. 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. The Company’s annual equity grant practice provides that annual equity 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 2025, 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.

  73. Summary Compensation Table

    Summary Compensation Table

  74. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | All Other Compen- sation ($)(4) | Total ($) | | Damien McDonald | 2025 | 634,615 | — | 7,262,644 | — | 812,749 | — | | 532,152 | 9,242,161 | | Chief Executive Officer | | | | | | | | | | | | Matthew L. Trerotola | 2025 | 857,458 | — | 7,273,811 | — | 988,220 | | — | 305,456 | 9,424,946 | | Executive Advisor – former Chief Executive Officer | 2024 | 1,077,000 | — | 9,521,707 | — | 1,171,238 | | — | 682,693 | 12,452,638 | | | 2023 | 1,077,000 | — | 5,678,701 | 1,750,010 | 1,806,668 | | — | 462,256 | 10,774,635 | | Phillip “Ben” Berry(6) | 2025 | 604,924 | — | 4,032,168 | — | 463,997 | | — | 36,854 | 5,137,942 | | Chief Financial Officer | 2024 | 586,250 | — | 2,441,410 | — | 375,351 | | — | 27,118 | 3,430,129 | | | 2023 | 531,443 | — | 973,502 | 299,993 | 526,125 | | | 26,641 | 2,357,704 | | Daniel A. Pryor | 2025 | 614,923 | — | 1,865,066 | — | 457,312 | | — | 89,240 | 3,026,542 | | Former Executive Vice President, Strategy and Business Development | 2024 | 594,750 | — | 2,380,427 | — | 438,480 | | — | 98,094 | 3,511,751 | | | 2023 | 579,000 | | 2,975,748 | 487,488 | 621,614 | | — | 89,119 | 4,752,969 | | Terry Ross | 2025 | 514,923 | — | 1,398,819 | — | 388,616 | | — | 65,860 | 2,368,218 | | Group President, P&R | | | | | | | | | | | | Patricia Lang | 2025 | 502,462 | — | 1,151,892 | — | 358,520 | | — | 67,858 | 2,080,731 | | Senior Vice President and Chief Human Resources Officer | 2024 | 492,500 | — | 1,403,804 | — | 331,601 | | — | 72,240 | 2,300,144 | | | 2023 | 485,000 | — | 811,247 | 249,994 | 455,609 | | — | 70,979 | 2,072,829 | | Louis Vogt | 2025 | 500,001 | — | 1,165,695 | — | 344,625 | | — | 22,502 | 2,032,823 | | Group President Recon | | | | | | | | | | |

  75. Summary Compensation Table

    | (1) 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, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. 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 2025 would have been $7,043,089, $7,101,544, $1,820,895, $1,820,895, $1,365,690, $1,138,088 and $569,044 for Messrs. McDonald, Trerotola, Berry, Pryor, Ross, Vogt and Ms. Lang, 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 2024 would have been $8,001,175, $2,051,539, $2,000,294,and $1,179,629 for Messrs. Trerotola, Berry, Pryor, and Ms. Lang, respectively. | | (2) 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, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. 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. |

  76. Summary Compensation Table

    | (3) Amounts represent the payouts earned pursuant to our Annual Incentive Plan. For a discussion of the performance metrics on which the 2025 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. |

  77. Summary Compensation Table

    | (4) Amounts set forth in this column for 2025 consist of the following: |

  78. Summary Compensation Table

    | - 2026 Proxy Statement | 41 |

  79. Summary Compensation Table

    | Name | Company 401(k)/Deferred Compensation Plan Match and Contribution ($)(a) | Auto Allowance ($)(b) | Legal Services | Financial Services ($)(c) | Aircraft Usage ($)(d) | Supplemental Long-Term Disability Premiums ($)(e) | Group Term Life Insurance ($)(f) | Relocation(g) | Executive Physical ($)(h) | Total ($) | | Mr. McDonald | 11,692 | — | 20,000 | — | 151,399 | 5,090 | 729 | 343,242 | — | 532,152 | | Mr. Trerotola | 121,722 | 20,000 | — | 17,005 | 139,292 | 6,472 | 965 | — | — | 305,456 | | Mr. Berry | 14,000 | — | — | 10,000 | — | 4,693 | 861 | — | 7,300 | 36,854 | | Mr. Pryor | 63,204 | — | — | 10,000 | — | 6,248 | 890 | — | 8,898 | 89,240 | | Mr. Ross | 50,943 | — | — | 7,687 | — | 6,472 | 758 | — | — | 65,860 | | Ms. Lang | 50,044 | — | — | 10,000 | — | 7,077 | 737 | — | — | 67,858 | | Mr. Vogt | 14,000 | — | — | 5,665 | — | 2,108 | 729 | — | — | 22,502 |

  80. Summary Compensation Table

    | (a) Amounts represent the aggregate Company match and Company contribution made by the Company during 2025 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. |

  81. Summary Compensation Table

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

  82. Summary Compensation Table

    | (c) Amount represents amounts for financial planning services as reimbursed by the Company during 2025. |

  83. Summary Compensation Table

    | (d) Amount represents Company expenses incurred for private plane usage in 2025. The Company is billed directly for the charter flight services used for Mr. McDonald and Mr. Trerotola’s personal travel. The imputed income to Mr. McDonald for these flights as calculated under the tax rules was $20,013. The imputed income to Mr. Trerotola for these flights as calculated under the tax rules was $7,574, based on the SIFL rates promulgated by the Internal Revenue Service. The Company does not gross-up or make whole Mr. McDonald or Mr. Trerotola for the income imputed to his personal use of chartered flights. Please see page 35 for additional information. |

  84. Summary Compensation Table

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

  85. Summary Compensation Table

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

  86. Summary Compensation Table

    | (g) Amount represents relocation benefits provided under our Global Relocation Policy. |

  87. Summary Compensation Table

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

  88. Summary Compensation Table

    | (5) Mr. McDonald joined the Company on May 12, 2025. Messrs. Ross and Vogt became NEOs in fiscal year 2025. |

  89. Summary Compensation Table

    | 42 | - 2026 Proxy Statement |

  90. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025 The following table sets forth information with respect to grants of plan-based awards to our named executive officers during 2025.

  91. Grants of Plan-Based Awards for 2025

    | | | | 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 (#) | | | | | Damien McDonald | Annual Incentive Plan | — | 400,685 | 801,370 | 2,003,425 | — | — | — | — | — | — | | | PRSUs | 5/12/2025 | — | — | — | 48,148 | 96,296 | 192,592 | — | — | 3,741,100 | | | RSUs | 5/12/2025 | — | — | — | — | — | — | 96,296 | $36.57 | 3,521,545 | | Matthew L. Trerotola | Annual Incentive Plan | — | 535,911 | 1,071,823 | 2,679,556 | — | — | — | — | — | — | | | PRSUs | 3/7/2025 | — | — | — | 47,068 | 94,135 | 188,270 | — | — | 3,723,039 | | | RSUs | 3/7/2025 | — | — | — | — | — | — | 94,135 | $37,72 | 3,550,772 | | Phillip “Ben” Berry | Annual Incentive Plan | — | 228,750 | 457,500 | 1,143,751 | — | — | — | — | — | — | | | PRSUs | 3/7/2025 | — | — | — | 12,069 | 24,137 | 48,274 | — | — | 954,618 | | | RSUs | 3/7/2025 | — | — | — | — | — | — | 24,137 | $37.72 | 910,448 | | | RSUs(4) | 5/12/2025 | — | — | — | — | — | — | 59,259 | $36.57 | 2,167,102 | | Daniel A. Pryor | Annual Incentive Plan | — | 248,000 | 496,000 | 1,240,000 | — | — | — | — | — | — | | | PRSUs | 3/7/2025 | — | — | — | 12,069 | 24,137 | 48,274 | — | — | 954,618 | | | RSUs | 3/7/2025 | — | — | — | — | — | — | 24,137 | $37.72 | 910,448 | | Terry Ross | Annual Incentive Plan | — | 195,000 | 390,000 | 975,000 | — | — | — | — | — | — | | | PRSUs | 3/7/2025 | — | — | — | 9,052 | 18,103 | 36,206 | — | — | 715,974 | | | RSUs | 3/7/2025 | — | — | — | — | — | — | 18,103 | $37.72 | 682,845 | | Patricia Lang | Annual Incentive Plan | — | 176,750 | 353,500 | 883,750 | — | — | — | — | — | — | | | PRSUs | 3/7/2025 | — | — | — | 3,772 | 7,543 | 15,086 | — | — | 298,326 | | | RSUs | 3/7/2025 | — | — | — | — | — | — | 22,629 | $37.72 | 853,566 | | Louis Vogt | Annual Incentive Plan | — | 187,500 | 375,000 | 937,500 | — | — | — | — | — | — | | | PRSUs | 3/7/2025 | — | — | — | 7,543 | 15,086 | 30,172 | — | — | 596,651 | | | RSUs | 3/7/2025 | — | — | — | — | — | — | 15,086 | $37.72 | 569,044 |

  92. Grants of Plan-Based Awards for 2025

    | (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 2025 see the Compensation Discussion and Analysis and the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above, respectively. |

  93. Grants of Plan-Based Awards for 2025

    | (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. |

  94. Grants of Plan-Based Awards for 2025

    | (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. | | (4) Amounts include the number of stock units awarded and value of the retention grant received by Mr. Berry. |

  95. Grants of Plan-Based Awards for 2025

    | - 2026 Proxy Statement | 43 |

  96. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows, as of December 31, 2025, the number of outstanding stock options, performance-based restricted stock unit awards and restricted stock unit awards held by the named executive officers.

  97. Outstanding Equity Awards at 2025 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) | | Damien McDonald | — | — | — | — | — | — | — | — | | | — | — | — | — | 96,296 | 2,565,325 | — | — | | | — | — | — | — | — | — | 96,296 | 1,585,995 | | Matthew L. Trerotola | 182,572 | — | 45.69 | 2/24/2026 | — | — | — | — | | | 70,246 | — | 64.03 | 2/23/2027 | — | — | — | — | | | 56,179 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 62,719 | — | 70.88 | 2/16/2029 | — | — | — | — | | | 44,615 | 22,307 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 146,527 | 3,903,479 | — | — | | | — | — | — | — | — | — | 215,062 | 2,069,292 | | Phillip “Ben” Berry | 10,859 | — | 33.48 | 3/16/2027 | — | — | — | — | | | 4,476 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 7,649 | 3,823 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 96,029 | 2,558,213 | — | — | | | — | — | — | — | — | — | 50,347 | 530,582 | | Daniel A. Pryor | 61,974 | — | 45.69 | 2/24/2026 | — | — | — | — | | | 22,503 | — | 64.03 | 2/23/2027 | — | — | — | — | | | 16,763 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 18,254 | — | 70.88 | 2/16/2029 | — | — | — | — | | | 12,428 | 6,214 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 45,565 | 1,213,852 | — | — | | | — | — | — | — | — | — | 55,981 | 527,307 | | Terry Ross | 5,862 | — | 45.69 | 2/24/2026 | — | — | — | — | | | 4,257 | — | 64.03 | 2/23/2027 | — | — | — | — | | | 6,343 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 1,785 | 892 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 23,363 | 622,390 | — | — | | | — | — | — | — | — | — | 24,303 | 348,771 | | Patricia Lang | 7,258 | — | 45.69 | 2/24/2026 | — | — | — | — | | | 8,514 | — | 64.03 | 2/23/2027 | — | — | — | — | | | 7,249 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 9,360 | — | 70.88 | 2/16/2029 | — | — | — | — | | | 6,374 | 3,186 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 30,310 | 807,458 | — | — | | | — | — | — | — | — | — | 25,113 | 200,227 | | Louis Vogt | 8,064 | — | 76.34 | 2/21/2028 | — | — | — | — | | | 1,875 | 936 | 57.62 | 2/27/2030 | — | — | — | — | | | — | — | — | — | 21,209 | 565,008 | — | — | | | — | — | — | — | — | — | 21,286 | 298,839 |

  98. Outstanding Equity Awards at 2025 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. |

  99. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 44 | - 2026 Proxy Statement |

  100. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Option Grant Date | Option Expiration Date | Option Full Vesting Date (options vest over three-year period except as noted above) | | 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 |

  101. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) For Mr. McDonald, the amounts represent 96,296 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on May 12, 2026. For Mr. Trerotola, the amounts represent (i) 9,407 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (ii) 42,985 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025, and (iii) 94,135 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 7, 2026 |

  102. Outstanding Equity Awards at 2025 Fiscal Year-End

    | For Mr. Berry, the amounts represent (i) 1,612 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (ii) 11,021 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025, (iii) 24,137 RSUs, the remaining portion that vests ratably over three years, beginning on March 7, 2026, and (iv) 59,259 RSUs, granted to Mr. Berry on May 12, 2025 as a retention award, the remaining portion that vests ratably over three years, beginning on May 12, 2026. | | For Mr. Pryor, the amounts represent (i) 2,620 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (ii) 8,062 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (iii) 10,746 RSUs, , the remaining portion that vests ratably over three years, beginning on March 4, 2025, and (iv) 24,137 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 7, 2026 |

  103. Outstanding Equity Awards at 2025 Fiscal Year-End

    | For Mr. Ross, the amounts represent (i) 1,128 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (ii) 4,132 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025 and (iii) 18,103 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 7, 2026. For Ms. Lang, the amounts represent (i) 1,343 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (ii) 6,338 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025, and (iii) 22,629 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 7,2026. |

  104. Outstanding Equity Awards at 2025 Fiscal Year-End

    | For Mr. Vogt, the amounts represent (i) 1,991 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on February 29, 2024, (ii) 4,132 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 4, 2025 and (iii) 15,086 RSUs, the remaining portion of an annual award that vests ratably over three years, beginning on March 7, 2026. | | (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, 2025, which was $26.64 per share, multiplied by the number of units, respectively, for each unvested award. |

  105. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) The amounts shown in this column reflect unearned PRSUs as of December 31, 2025. If earned, these PRSUs are then subject to an additional service-based vesting period. The amounts shown in this column reflect awards made in 2025 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. |

  106. Outstanding Equity Awards at 2025 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 $7.93 for the 2024 PRSUs and $16.55 for the 2025 PRSUs multiplied by the target number of units for each unvested and unearned performance stock award. A Monte Carlos simulation valuation was also completed for Mr. McDonald’s PRSUs granted on May 12, 2025 resulting in a value of $16.47 for this award. |

  107. Outstanding Equity Awards at 2025 Fiscal Year-End

    | - 2026 Proxy Statement | 45 |

  108. Outstanding Equity Awards at 2025 Fiscal Year-End

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

  109. Outstanding Equity Awards at 2025 Fiscal Year-End

    As further described below, Mr. McDonald is party to an employment letter agreement entered into upon his hire, Mr. Berry is party to an employment letter agreement entered into upon his promotion to the position of Chief Financial Officer, Ms. Lang is party to an employment letter agreement entered into upon her hire. Messrs. Ross and Vogt are parties to employment letter agreements entered into upon their promotion to positions of Business Unit Presidents. Each of our NEOs, with the exception of Mr. Trerotola, are party to our current form of change in control agreement for executive officers, which was approved by the Board on October 27, 2020. Mr. Trerotola and Ms. Lang are also party to retirement and transition agreements with the Company, and Mr. Pryor is party to a separation and general release agreement with the Company (in each case, as described below under “Potential Payments upon Termination or Change in Control”).

  110. Change in Control Agreements and Other Agreements

    | Option Exercises and Stock Vested |

  111. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025

  112. Option Exercises and Stock Vested During Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Damien McDonald | — | — | — | — | | Matthew L. Trerotola | — | — | 86,199 | 3,577,684 | | Phillip “Ben” Berry | — | — | 10,897 | 397,356 | | Daniel A. Pryor | — | — | 32,151 | 1,316,052 | | Terry Ross | — | — | 4,923 | 179,851 | | Patricia Lang | — | — | 12,766 | 530,219 | | Louis Vogt | — | — | 6,548 | 241,566 |

  113. Option Exercises and Stock Vested During Fiscal 2025

    | Nonqualified Deferred Compensation |

  114. Option Exercises and Stock Vested During Fiscal 2025

    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 2025 we matched up to 4% of all excess deferrals by the NEOs and provided a 2% Company contribution to our NEOs, other than 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.

  115. Option Exercises and Stock Vested During Fiscal 2025

    | - 2026 Proxy Statement | 47 |

  116. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  117. 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 ($) | | Damien McDonald | — | — | — | — | — | | Matthew L. Trerotola | 182,158 | 107,722 | 550,583 | — | 4,012,786 | | Phillip “Ben” Berry | — | — | — | — | — | | Daniel A. Pryor | 93,802 | 49,204 | 453,008 | — | 3,087,574 | | Terry Ross | 50,163 | 36,943 | 63,593 | — | 482,006 | | Patricia Lang | 29,555 | 36,044 | 75,389 | — | 556,650 | | Louis Vogt | — | — | — | — | — |

  118. 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. |

  119. 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. |

  120. Nonqualified Deferred Compensation

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

  121. 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, 2025. 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. Trerotola’s retirement under his transition agreement are discussed and quantified separately under the subheading “Mr. Trerotola’s Transition Arrangement.”

  122. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control

  123. Potential Payments Upon Termination or Change of Control

    | Executive | Damien McDonald ($) | Phillip “Ben” Berry ($) | Terry Ross ($) | Patricia A. Lang ($) | Louis Vogt ($) | | Employment Agreement/Severance Plan Benefits: | | | | | | | Termination without “cause” or for “good reason” | | | | | | | Payment Over 24 Months/Lump Sum Payment(1) | 1,442,466 | 1,067,500 | 910,000 | 858,500 | 875,000 | | Pro Rata Annual Incentive Compensation(2) | 513,755 | 457,500 | 390,000 | 353,500 | 375,000 | | Accelerated Stock Options | — | — | — | — | — | | Accelerated PRSUs | — | — | — | — | — | | Accelerated RSUs | — | — | — | — | — | | Termination in connection with Retirement | | | | | | | Pro Rata Annual Incentive Compensation(2) | 513,755 | 457,500 | 390,000 | 353,500 | 375,000 | | Accelerated Stock Options | — | — | — | — | — | | Accelerated PRSUs | — | — | 32,777 | 50,260 | — | | Accelerated RSUs | — | — | 140,126 | 204,622 | — | | Termination in connection with Death or Disability | | | | | | | Pro Rata Annual Incentive Compensation(2) | 513,755 | 457,500 | 390,000 | 353,500 | 375,000 | | Accelerated Stock Options | — | — | — | — | — | | Accelerated PRSUs | 528,665 | 220,566 | 132,646 | 91,873 | 116,002 | | Accelerated RSUs | 2,565,325 | 2,558,213 | 622,390 | 807,458 | 565,008 | | Termination in connection with a “change of control” | | | | | | | Lump Sum Payment | 2,884,932 | 2,135,000 | 1,820,000 | 1,717,001 | 1,750,000 | | Pro Rata Annual Incentive Compensation(2) | — | — | — | — | — | | Accelerated Stock Options(3) | — | — | — | — | — | | Accelerated PRSUs(3)(4) | 1,585,995 | 530,582 | 348,771 | 200,227 | 298,839 | | Accelerated RSUs(3) | 2,565,325 | 2,558,213 | 622,390 | 807,458 | 565,008 | | NQDC Plans/Pension(5)(6) | — | | 482,006 | 556,650 | — |

  124. Potential Payments Upon Termination or Change of Control

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

  125. Potential Payments Upon Termination or Change of Control

    | (2) Assumes achievement at target. |

  126. 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. |

  127. 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. |

  128. 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, 2025. For more details on these plans, see “Nonqualified Deferred Compensation” above. |

  129. Potential Payments Upon Termination or Change of Control

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

  130. Potential Payments Upon Termination or Change of Control

    | 52 | - 2026 Proxy Statement |

  131. Potential Payments Upon Termination or Change of Control

    | ∎ | CEO PAY RATIO DISCLOSURE |

  132. 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. McDonald, 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 2025:

  133. Potential Payments Upon Termination or Change of Control

    | ∎ | The annual total compensation of the median employee was $44,633; and |

  134. Potential Payments Upon Termination or Change of Control

    | ∎ | The annual total compensation of Mr. McDonald, as presented in the Summary Compensation Table, was $9,597,437, adjusting for annualized base salary. |

  135. Potential Payments Upon Termination or Change of Control

    | Based on this information, for 2025 the ratio of the annual total compensation of Mr. McDonald, our Chief Executive Officer, to the annual total compensation of our median employee was 215 to one. |

  136. 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”:

  137. Potential Payments Upon Termination or Change of Control

    | ∎ | We determined that, as of December 31, 2025, our employee population consisted of approximately 7,780 persons, of whom approximately 2,100 were employed in the United States and approximately 5,675 were employed outside the United States, based on our payroll records; |

  138. Potential Payments Upon Termination or Change of Control

    | ∎ | We selected December 31, 2025 as the date upon which we would identify the “median employee”; |

  139. 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; |

  140. 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 the United States; and |

  141. Potential Payments Upon Termination or Change of Control

    | ∎ | Once the median employee was identified, we calculated the elements of this employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-X, resulting in annual total compensation of $44,633 as of December 31, 2025. |

  142. Potential Payments Upon Termination or Change of Control

    | - 2026 Proxy Statement | 53 |

  143. Potential Payments Upon Termination or Change of Control

    | ∎ | PAY-VERSUS-PERFORMANCE |