DEF 14A of Envista Holdings Corp, Apr 24, 2025

DEF 14A of Envista Holdings Corp

Filed Apr 24, 2025 · FY20240001757073-25-000018

Open on EDGAR

  1. Brea, CA 92821

    | Compensation Committee Report | 50 | | Executive Compensation Tables | 51 | | Summary Compensation Table | 51 | | Grants of Plan-Based Awards for Fiscal 2024 | 52 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 54 | | Option Exercises and Stock Vested During Fiscal 2024 | 56 | | 2024 Nonqualified Deferred Compensation | 57 | | Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End | 57 | | Agreements with our NEOs | 59 | | Employee Benefit Plans | 62 | | 2024 Equity Award Grant Practices Table | 66 | | CEO Pay Ratio | 66 | | Pay Versus Performance | 66 | | Director Compensation | 70 | | Director Compensation Features | 70 | | Director Compensation Philosophy | 70 | | Process for Setting Director Compensation | 70 | | Director Compensation Structure | 71 | | Changes to Non-Employee Director Compensation for 2025 | 71 | | Director Stock Ownership Requirements and Hedging / Pledging Policy | 71 | | Director Summary Compensation Table | 72 | | Proposal 2 – Ratification of Independent Registered Public Accounting Firm | 73 | | Fees Paid to Independent Registered Public Accounting Firm | 73 |

  2. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth as of April 14, 2025 (unless otherwise indicated) the number of shares and percentage of Common Stock beneficially owned by each of our directors, nominees for director and each of the executive officers named in the Summary Compensation Table (the “Named Executive Officers”), and all current executive officers and directors as a group. Except as otherwise indicated and subject to community property laws where applicable, each person or entity included in the table below has sole voting and investment power with respect to the shares beneficially owned by that person or entity. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person or entity has sole or shared voting or investment power, whether or not the person or entity has any economic interest in the shares, and also includes shares as to which the person has the right to acquire beneficial ownership within 60 days of April 14, 2025. Except as indicated, the address of each director and executive officer shown in the table below is c/o Envista Holdings Corporation, 200 S. Kraemer Boulevard, Building E, Brea, CA 92821.

  3. Directors and Executive Officers

    | | Shares of Common Stock beneficially owned | | | Name of Beneficial Owner | Number of Shares(1) | Percent of Shares(1) | | Amir Aghdaei | 1,724,110(2) | 1.0% | | Robert Befidi | 17,140(3) | * | | Wendy Carruthers | 40,160(4) | * | | Kieran T. Gallahue | 34,230(4) | * | | Eric Hammes | 24,532(5) | * | | Scott Huennekens | 55,150(4) | * | | Barbara Hulit | 69,370(4) | * | | Vivek Jain | 33,165(4) | * | | Paul Keel | 387,128(6) | * | | Stephen Keller | 8,526(7) | * | | Mark Nance | 160,501(8) | * | | Daniel A. Raskas | 34,230(4) | * | | Mischa Reis | 223,874(9) | * | | Christine Tsingos | 40,150(4) | * | | All current directors and executive officers as a group (14 persons) | 1,119,630(10) | * |

  4. Directors and Executive Officers

    _________________ * Denotes less than 1% of the outstanding Common Stock on April 14, 2025 (1)Balances credited to each executive officer’s account under the Envista Executive Deferred Incentive Plan (the “EDIP”), the Envista Excess Contribution Program (the “ECP”) and/or the Envista Deferred Contribution Plan (the “DCP”) which are vested or are scheduled to vest within 60 days of April 14, 2025, are included in the table. See “Employee Benefit Plans—Supplemental Retirement Program” for a description of our EDIP, ECP and DCP. The incremental number of notional phantom shares of Common Stock credited to a person’s EDIP, ECP, or DCP account is based on the incremental amount of contribution to the person’s EDIP, ECP, or DCP balance divided by the closing price of Common Stock as reported on the NYSE on the date of the contribution. The table also includes shares that may be acquired upon exercise of options that are exercisable within 60 days of April 14, 2025 or upon vesting of Restricted Stock Units (“RSUs”) that vest within 60 days of April 14, 2025. (2)Includes 54,342 shares of Common Stock held by Mr. Aghdaei, options to acquire 1,587,637 shares, and 82,131 shares attributable to Mr. Aghdaei’s EDIP account. (3)Includes 9,837 shares of Common Stock held by Mr. Befidi, and options to acquire 7,303 shares. (4)Includes (i) RSUs that are vested but not released, (ii) RSUs granted to non-employee directors which vest within 60 days of April 14, 2025, and (iii) RSUs granted to Ms. Hulit for consulting services, which vest within 60 days of April 14, 2025. For grants before 2022, the underlying shares of vested RSUs will be delivered at the earlier of the director’s death or the first day of the seventh month following the director’s resignation from the Board. RSUs granted in 2022 and after will vest and the underlying shares of Common Stock will be delivered on the first anniversary of the date of grant, unless a compliant Section 409A deferral election is made by the participant. Ms. Tsingos’ total also includes 9,860 shares of Common Stock, Ms. Carruthers’ total also includes 10 shares of Common Stock and Ms. Hulit’s total also includes 33,935 shares of Common Stock. (5)Includes 24,532 shares of Common Stock held by Mr. Hammes. (6)Includes 76,460 shares of Common Stock held by Mr. Keel, options to acquire 232,070 shares, 23,745 RSUs that will vest within 60 days of April 14, 2025, and 54,853 options that will vest within 60 days of April 14, 2025. (7)Includes 8,526 shares of Common Stock held by Mr. Keller. (8)Includes 37,366 shares of Common Stock held by Mr. Nance, options to acquire 118,519 shares, and 4,616 shares attributable to Mr. Nance’s DCP and ECP account. (9)Includes 26,336 shares of Common Stock held by Mr. Reis, options to acquire 176,388 shares, and 21,150 shares attributable to Mr. Reis’s EDIP account. (10)Includes 218,336 shares of Common Stock, options to acquire 534,280 shares, 174,905 RSUs that have vested but are not released until a later date, 111,490 RSUs that will vest within 60 days of April 14, 2025, 54,853 options that will vest within 60 days of April 14, 2025, 21,150 shares attributable to EDIP accounts, and 4,616 shares attributable to DCP and ECP accounts.

  5. Principal Stockholders

    Principal Stockholders The following table sets forth the number of shares and percentage of Common Stock beneficially owned by each person who owns of record or is known to us to beneficially own more than five percent of our Common Stock.

  6. Principal Stockholders

    | NAME AND ADDRESS | NUMBER OF SHARES BENEFICIALLY OWNED | PERCENT OF CLASS | | BlackRock, Inc. 50 Hudson Yards, New York, NY 10001 | 15,864,543(1) | 9.4% | | The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 | 17,167,767(2) | 10.1% | | Morgan Stanley 1585 Broadway, New York, NY 10036 | 14,141,070(3) | 8.3% | | Ariel Investments, LLC 200 E. Randolph Street, Suite 2900, Chicago, IL 60601 | 11,359,999(4) | 6.7% | | Harris Associates L.P. 111 South Wacker Drive, Suite 4600, Chicago, IL 60606 | 11,078,748(5) | 6.5% |

  7. Principal Stockholders

    (1)The amount shown and the following information is derived from a Schedule 13G/A filed April 17, 2025 by BlackRock, Inc., which sets forth its beneficial ownership as of March 31, 2025. According to the Schedule 13G/A, BlackRock Inc. has sole voting power over 15,399,511 shares and sole dispositive power over 15,864,543 shares. (2) The amount shown and the following information is derived from a Schedule 13G/A filed January 10, 2024 by The Vanguard Group, which sets forth its beneficial ownership as of December 31, 2023. According to the Schedule 13G/A, The Vanguard Group has shared voting power over 59,950 shares, sole dispositive power over 16,929,398 shares and shared dispositive power over 238,369 shares. (3)The amount shown and the following information is derived from a Schedule 13G/A filed February 7, 2025 jointly by Morgan Stanley, Atlanta Capital Management Company, LLC (“Atlanta Capital”), and Eaton Vance Atlanta Capital SMID-Cap Fund (“Eaton Vance”), which sets forth their respective beneficial ownership as of December 31, 2024. According to the Schedule 13G/A, Morgan Stanley has shared voting power over 12,997,462 shares and shared dispositive power over 13,497,936 shares, Atlanta Capital has shared voting power over 11,529,356 shares and shared dispositive power over 11,897,350 shares, and Eaton Vance has shared voting and dispositive power over 9,403,869 shares. (4)The amount shown and the following information is derived from a Schedule 13G filed November 12, 2024 by Ariel Investments, LLC, which sets forth its beneficial ownership as of September 30, 2024. According to the Schedule 13G, Ariel Investments, LLC has sole voting power over 10,388,371 shares and sole dispositive power over 11,359,999 shares. (5)The amount shown and the following information is derived from a Schedule 13G filed February 14, 2024 by Harris Associates L.P. and Harris Associates Inc., which sets forth their respective beneficial ownership as of December 31, 2023. According to the Schedule 13G, Harris Associates L.P. and Harris Associates Inc. have sole voting power over 5,611,676 shares and sole dispositive power over 11,078,748 shares.

  8. Proposal 1. Election of Directors

    Proposal 1. Election of Directors

  9. Election of Directors

    Election of Directors At the Annual Meeting, stockholders will be asked to elect Paul Keel, Wendy Carruthers, Kieran Gallahue, Scott Huennekens, Barbara Hulit, Vivek Jain, Daniel Raskas, and Christine Tsingos (who have been recommended by the Nominating and Governance Committee, nominated by the Board and currently serve as directors of Envista) to serve until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. We have set forth below information as of April 14, 2025 relating to each nominee for election as director, including: his or her principal occupation and any board memberships at other public companies during the past five years; the other experience, qualifications, attributes or skills that led the Board to conclude that he or she should continue to serve as a director of Envista; the year in which he or she became a director; and age. Please see “Corporate Governance – Director Nomination Process” for a further discussion of the Board’s process for nominating Board candidates. Each of the nominees has consented to serve if elected. In the event a nominee declines or is unable to serve, the proxies may be voted in the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected.

  10. Director Nominees

    Director Nominees

  11. Director Nominees

    | Paul Keel | Director since: 2024 | Other Current Public Company Directorships: None | | Age: 55 | | Board Committees: None |

  12. Director Nominees

    Paul Keel has served as our President and Chief Executive Officer and as a director on our Board since May 2024. Prior to that, Mr. Keel served as Chief Executive Officer of Smiths Group plc, a global technology company and FTSE 100 constituent from May 2021 to March 2024. Prior to that, Mr. Keel served as Group President of 3M Company’s Consumer Business Group from March 2019 to August 2020. Mr. Keel joined 3M in 2004 and held various leadership roles including President of 3M Medical and President of 3M Unitek, a specialty dental business. Prior to joining 3M, Mr. Keel held positions of increasing responsibility at GE, McKinsey & Company, and General Mills. Qualifications: Mr. Keel’s qualifications to sit on the Board include, among other factors, his prior public company CEO experience and his extensive experience in senior leadership positions and operational experience in the medical and oral care markets. .

  13. Director Nominees

    | Wendy Carruthers | Director since: 2019 | Other Current Public Company Directorships: None | | Age: 56 | Independent | Board Committees: Compensation (Chair) & Nominating and Governance |

  14. Director Nominees

    Wendy Carruthers served as Executive Vice President of Human Resources at Boston Scientific Corporation, a medical device manufacturer, from February 2022 until February 2025 and as Senior Vice President of Human Resources from December 2012 until February 2022 after serving in a series of progressively more responsible human resources roles since joining Boston Scientific in 2004, including as Vice President of Human Resources for Europe, Middle East and Africa from January 2006 to December 2010. Qualifications: Ms. Carruthers’ qualifications to sit on the Board include, among other factors, an international business background and broad experience in the areas of executive compensation and talent management.

  15. Director Nominees

    | Kieran T. Gallahue | Director since: 2019 | Other Current Public Company Directorships: Edwards Lifesciences | | Age: 61 | Independent | Board Committees: Nominating and Governance (Chair) |

  16. Director Nominees

    Kieran T. Gallahue is the former Chairman and Chief Executive Officer of CareFusion Corporation, a global medical technology company, from 2011 until its acquisition by Becton, Dickinson and Company in March 2015. From January 2008 through January 2011, Mr. Gallahue served as President, Chief Executive Officer and a Director of ResMed, Inc., a medical device firm serving the sleep-disordered breathing and respiratory markets. Mr. Gallahue is also currently a member of the Board of Directors of Edwards Lifesciences Corp. and previously served as a director of Intersect ENT, Inc. and Arena Pharmaceuticals, Inc. Qualifications: Mr. Gallahue’s qualifications to sit on the Board include, among other factors, prior Chairman and CEO experience, extensive public company board experience and a deep knowledge of the medical device industry and related fields.

  17. Director Nominees

    | Scott Huennekens | Director since: 2019 | Other Current Public Company Directorships: Hyperfine, Inc., QuidelOrtho Corporation, NeuroPace, Inc. | | Age: 60 | Independent | Board Committees: Audit & Nominating and Governance |

  18. Director Nominees

    Scott Huennekens served as President, Chief Executive Officer and Chairman of the Board of Directors of Verb Surgical, Inc., a medical equipment manufacturer, from August 2015 to January 2019. Prior to this role, Mr. Huennekens served as President and Chief Executive Officer of Volcano Corporation, a medical device company, from 2002 to February 2015, and as President and Chief Executive Officer of Digirad Corporation, a diagnostic imaging centers company, from 1999 to 2002. Mr. Huennekens is currently a member of the Board of Directors of Hyperfine, Inc., QuidelOrtho Corporation, and NeuroPace, Inc. and previously served as a director of NuVasive, Inc., Acutus Medical, Inc., ViewRay, Inc., Reva Medical Inc., EndoChoice Holdings, Volcano Corporation and Bellerophon Therapeutics Inc. Qualifications: Mr. Huennekens’ qualifications to sit on the Board include, among other factors, prior public company Chairman and CEO experience and an extensive background in the medical device field.

  19. Director Nominees

    | Barbara Hulit | Director since: 2021 | Other Current Public Company Directorships: Novanta Inc. and PACCAR Inc. | | Age: 58 | | Board Committees: None |

  20. Director Nominees

    Barbara Hulit served as President and Chief Executive Officer of the Advanced Healthcare Solutions segment of Fortive Corporation, a global technology company and former affiliate of the Company, from July 2019 until her retirement in April 2022 and Senior Vice President from July 2016 to July 2019. She was also a co-executive sponsor of the Allies Across Fortive employee and friends resource group. As a founding SVP at Fortive in 2016, Ms. Hulit had company-wide responsibility for the Fortive Business System (FBS), as well as procurement, IT, high-growth markets, and innovation, building on her experience running the Danaher Business System Office for 3 years. She previously spent nearly 8 years as president and group executive of Fluke, served as a partner at The Boston Consulting Group, and held sales and marketing roles at Noxell, PepsiCo, and Marketing Corporation of America. Ms. Hulit was named one of the top women in STEM for her role in establishing Washington STEM, and she serves on the Dean’s Advisory Council for the Kellogg Graduate School of Management. Ms. Hulit is also currently a member of the Board of Directors of Novanta Inc. and PACCAR Inc. Qualifications: Ms. Hulit’s qualifications to sit on the Board include, among other factors, her executive leadership and extensive operational experience, as well as in-depth knowledge of the Danaher Business System, which gives her invaluable insight into EBS and our core value of continuous improvement.

  21. Director Nominees

    | Vivek Jain | Director since: 2020 | Other Current Public Company Directorships: ICU Medical, Inc. | | Age: 53 | Independent | Board Committees: Audit & Finance |

  22. Director Nominees

    Vivek Jain has served as CEO and Chairman of the Board of ICU Medical, Inc., a global medical technology company specializing in infusion therapy, since February 2014. Prior to this role, Mr. Jain served at CareFusion Corporation, a global medical technology company, as President of Procedural Solutions from 2011 to February 2014 and as President, Medical Technologies and Services from September 2009 until 2011. Before joining CareFusion Corporation, Mr. Jain served as the Executive Vice President-Strategy and Corporate Development of Cardinal Health, Inc., a health care services company, from June 2007 until August 2009. Mr. Jain served as Senior Vice President, Business Development and M&A for the Philips Medical Systems business of Koninklijke Philips Electronics N.V., an electronics company, from 2006 to August 2007. Mr. Jain served as an investment banker at J.P. Morgan Securities, Inc., an investment banking firm, from 1994 to 2006. Mr. Jain’s last position with J.P. Morgan was as Co-Head of Global Healthcare Investment Banking from 2002 to 2006. Qualifications: Mr. Jain’s qualifications to sit on the Board include, among other factors, prior public company Chairman and CEO experience and an extensive background in medical technology and healthcare.

  23. Director Nominees

    | Daniel A. Raskas | Director since: 2019 | Other Current Public Company Directorships: None | | Age: 58 | Independent | Board Committees: Compensation & Finance |

  24. Director Nominees

    Daniel A. Raskas served as Senior Vice President - Corporate Development of Danaher Corporation (“Danaher”) from 2010 until April 2025, after serving as Vice President - Corporate Development from 2004, when he joined Danaher. Prior to joining Danaher, Mr. Raskas was a Managing Director for Thayer Capital Partners, a private equity investment firm. Qualifications: Mr. Raskas’ qualifications to sit on the Board include, among other factors, his corporate development and private equity experience which give him particular insight into acquisition strategy, which represents a key strategic opportunity for us.

  25. Director Nominees

    | Christine Tsingos | Director since: 2019 | Other Current Public Company Directorships: Onto Innovation Inc. and Varex Imaging Corporation | | Age: 66 | Independent | Board Committees: Audit (Chair), Compensation & Finance |

  26. Director Nominees

    Christine Tsingos served as Executive Vice President and Chief Financial Officer at Bio-Rad Laboratories, Inc., a manufacturer of life science research and clinical diagnostics products, from 2002 to May 2019. Ms. Tsingos is currently a member of the Board of Directors of each of Onto Innovation Inc. (formerly Nanometrics Incorporated) and Varex Imaging Corporation and previously served as a director of Telesis Bio Inc. Qualifications: Ms. Tsingos’ qualifications to sit on the Board include, among other factors, deep finance and accounting leadership as well as substantial audit committee experience.

  27. Director Nominees

    | The Board of Directors recommends that stockholders vote “FOR” the election to the Board of each of the foregoing Director Nominees. |

  28. 2024 CEO Compensation

    | Ongoing Target Compensation Opportunity | | | Annual Base Salary | •$1,100,000. | | Target Annual Incentive Award Opportunity | •ICP target bonus opportunity equal to 150% of base salary, up to a maximum of 300% of base salary (prorated for fiscal year 2024 based on the number of days he is employed by the Company in 2024). | | Target Long-Term Incentive Award Opportunity | •An equity award in respect of the full fiscal year 2024, valued at approximately $6,500,000 and calculated in the same manner as the equity awards granted to the Company’s NEOs in early fiscal year 2024. •Comprised of (i) 60% performance-based restricted stock units (“PSUs”), (ii) 20% time-based restricted stock units (“RSUs”), and (iii) 20% stock options, in each case, subject to terms and conditions that are consistent with the equity awards granted to the Company’s NEOs in early fiscal year 2024. | | Target Total Direct Compensation | •$9,250,000. | | Make-Whole Awards | | | Cash Make-Whole Award | •$281,466 to reimburse Mr. Keel for forfeited cash awards previously granted by his former employer, payable on the first payroll following his start date, subject to Mr. Keel’s continued employment through such payment date and subject to clawback under certain circumstances. | | Equity Make-Whole Award | •$11,000,000 denominated 50% in time-based RSUs and 50% in stock options to reimburse Mr. Keel for forfeited equity awards previously granted by his former employer and calculated in the same manner as the equity awards granted to the Company’s NEOs in early fiscal year 2024. •Equity make-whole award vests in equal installments on each of November 1, 2024, November 1, 2025 and November 1, 2026, subject to Mr. Keel’s continued employment through each applicable vesting date; provided, that in the event Mr. Keel’s employment with the Company is terminated by the Company without Cause or by him for Good Reason, any unvested portion of such replacement equity award will immediately vest in full as of the termination date. | | Relocation Expenses | •Reimbursement of reasonable relocation expenses incurred by Mr. Keel in connection with his relocation from the United Kingdom to Orange County, California, up to an aggregate amount of $650,000 (and an additional tax gross-up in respect of any amounts paid to Mr. Keel as relocation expenses), subject to clawback under certain circumstances. |

  29. 2024 CEO Compensation

    | Fiscal Year 2024 Total Compensation as Reported in Summary Compensation Table | | | Salary | $1,100,000 | | Non-Equity Incentive Plan Compensation | $1,086,144 | | Stock Awards - Time-Based | $1,300,039 | | Stock Awards - Performance-Based | $3,900,035 | | Option Awards | $1,300,024 | | Company 401(k) contribution | $13,800 | | Relocation Expenses | $348,993 | | All Other | $5,785 | | Total Compensation Excluding Make-Whole and One-Time Awards | 9,054,820 | | –Percentage of equity awards that are performance-based assuming option awards are performance-based | 80% | | –Percentage of total compensation that is performance-based assuming option awards are performance-based | 69% |

  30. 2024 CEO Compensation

    The chart above shows that 80% of Mr. Keel’s ongoing equity awards and 69% of his total compensation are performance-based. The second chart shows that 63% of Mr. Keel’s make-whole and one-time equity awards are performance-based. Amir Aghdaei As disclosed in the Company’s 2024 Proxy Statement, on February 22, 2024, we entered into a transition agreement with Mr. Aghdaei (as amended to date, the “Transition Agreement”), pursuant to which Mr. Aghdaei would continue to serve as our President and Chief Executive Officer until a successor Chief Executive Officer was appointed by our Board (such date, the “Transition Date,” and such period, the “Transition Period”). The Transition Agreement provides for the following compensation terms for Mr. Aghdaei during the Transition Period: •Continuation of his current base salary of $1,100,000 (paid through the end of 2024 since the Transition Date occurred in fiscal year 2024). •Annual long-term incentive equity award for 2024 with a target award value of $5,500,000, comprised of a mix of PSUs (60%), stock options (20%) and time-based RSUs (20%). •Eligibility to participate in the Company’s applicable benefit plans and retirement plans. •No eligibility for any separation benefits under the Company’s Severance and Change in Control Plan other than change in control related accelerated vesting of equity awards in the event of a qualifying termination within 24 months following a change in control. •Since the Transition Date occurred during 2024, Mr. Aghdaei was eligible to participate in the annual bonus plan in respect of fiscal year 2024, based on actual performance under the terms of the original 2024 ICP established in the first quarter of 2024 that was in effect on the Transition Date (prior to the adjustments to the performance targets discussed below under “Modification to 2024 ICP Financial Targets”). Mr. Aghdaei has close to a decade of experience leading Danaher’s Dental Platform and the Envista team and is intimately familiar with our industry and our customer base. Retaining his services post-employment through a consulting arrangement for a fixed period of time was deemed critical to the execution of a seamless leadership transition and transfer of knowledge. As such, following the Transition Date, Mr. Aghdaei is providing consulting services to the Company for an 18-month period, pursuant to which he receives a consulting fee equal to $1,500,000, payable (i) for the portion that was earned for fiscal 2024, in a single lump sum payment in the first quarter of 2025 and (ii) for the remainder, in arrears in equal monthly installments until the end of the 18-month period.

  31. Modification to 2024 ICP Financial Targets

    | | Original 2024 ICP | | | | Revised 2024 ICP | | | | | Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Weight | Threshold (50% Payout) | Target (100% Payout) | Maximum (125% Payout) | Weight | | Core Sales Growth (YoY%) | 2.0% | 2.5% | 3.5% | 50.0% | (3.8)% | (1.8)% | 0.2% | 50.0% | | Adjusted EBITDA Margin (%) | 16.0% | 16.5% | 17.5% | 40.0% | 9.6% | 11.6% | 13.6% | 40.0% | | Adjusted Free Cash Flow to Adjusted Net Income Ratio | 85.0% | 105.0% | 135.0% | 10.0% | 85.0% | 105.0% | 135.0% | 10.0% |

  32. Special Performance Option Award

    Special Performance Option Award The Compensation Committee became increasingly concerned during 2024 about the retention risk of critical senior talent that would be needed to drive Envista’s turnaround and revised operational plan and external guidance. In order to address these concerns and motivate and incentivize the team to execute on the revised operational plan, the Compensation Committee approved one-time performance-based stock option awards to the Company’s senior leaders, including to our NEOs (except for Mr. Hammes who had only recently joined and received a new hire equity award), to create momentum under our new CEO with urgent actions to stem high senior leader attrition and to reinforce alignment of our compensation program to our longer-term growth strategy. The performance-based stock options will only vest if the Company’s stock price increases by 33% from the stock price on the grant date ($18.70) and such stock price is sustained for at least 20 consecutive trading days during the term of the options. The performance-based options also have a service-based vesting condition (100% cliff vest three years after the grant date). We do not intend to grant the NEOs additional special awards during the three-year vesting period of the performance-based stock option awards granted in 2024.

  33. Extraordinary Actions for an Extraordinary Year

    Extraordinary Actions for an Extraordinary Year The Compensation Committee recognizes that the combination of the modification to the ICP targets for 2024 and the special performance-based stock option awards is atypical but that such extraordinary actions were needed for an extraordinary year marked by a new CEO with a turnaround focus, industry challenges, macroeconomic challenges and stress on incentive programs. The Compensation Committee met multiple times over several months in the late spring and summer, in consultation with its compensation consultant, to discuss these challenging issues and to evaluate different approaches for addressing the unique retention and incentive issues affecting the Company. The Compensation Committee believes these actions were essential to the Company’s financial turnaround and to provide our new CEO with the tools necessary to drive his team toward growth. Indeed, the Company outperformed the midpoint of the revised guidance ranges for 2024, realizing core sales growth of (1.5)% and adjusted EBITDA margin of 11.8%. The Compensation Committee is clear that these were one-time actions, and it does not anticipate taking any similar extraordinary actions in the foreseeable future. In addition, as noted above, the Compensation Committee does not intend to grant the NEOs additional special equity awards during the three-year vesting period of the performance-based stock option awards granted in 2024.

  34. 2024 Executive Compensation

    2024 Executive Compensation In addition to the one-time compensation actions discussed above, our NEOs: •Did not receive an increase in base salary, representing two straight years of no increases in base salary. •Did not receive an increase in target annual cash incentive compensation for the second straight year except for Mr. Nance (60% to 70% of base salary) to address a competitive market gap. •Received at least 50% of their annual long-term incentive compensation in the form of performance-based equity awards. •Received at least 20% of their annual long-term incentive compensation in the form of stock options, which only have value to the NEOs if the Company’s stock price appreciates from the grant date price. •Received annual cash incentive payments ranging from 87% to 116% of target based on corporate and operating company performance against the revised 2024 ICP objectives.

  35. Objectives and Framework

    Objectives and Framework With the goal of building long-term value for stockholders, our executive compensation program is designed to: •attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with our complexity and global footprint; •motivate executives to perform consistently at or above the levels that we expect, over the long-term and through a range of economic cycles; and •link compensation to the achievement of corporate goals that we believe best correlate with the creation of long-term stockholder value. To achieve these objectives, our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term equity awards which are subject to multi-year vesting periods. Our executive compensation program rewards executive officers when they build long-term stockholder value, achieve annual business goals and maintain long-term careers with us. The Compensation Committee exercises judgment in setting compensation levels, taking into account the following: Pay competitiveness in the context of the marketplace for executive talent. Our Compensation Committee considers market trends and practices in determining pay levels and compensation design to ensure that compensation is appropriately positioned to attract and retain talented executives and that our costs are sustainable relative to peers. Internal equity, including compensation that reflects the responsibilities and relative complexity of the executive’s position within Envista. To ensure that the most senior executives are held most accountable for long-term operating results and changes in stockholder value, the Compensation Committee believes that both the amount and “at-risk” nature of compensation should increase with the relative complexity and significance of an executive’s position. Our performance, along with the executive’s performance and contributions. Our cash incentive compensation varies annually to reflect near-term changes in operating and financial results. Our long-term compensation is closely aligned with long-term stockholder value creation, both by tying the ultimate value of the awards to the stock price and because of the length of time executives are required to hold the awards before realizing their value. The executive’s performance and individual contributions toward our business objectives are also incorporated in the Compensation Committee’s decision-making process.

  36. Analysis of 2024 Executive Compensation

    Analysis of 2024 Executive Compensation The vast majority of our senior executives’ annual total target compensation is performance based and variable in nature (approximately 88% for Mr. Keel and an average of approximately 71% for our other NEOs). In 2024, annual long-term incentives were awarded 60% in performance stock units (“PSUs”), 20% in stock options and 20% in time-based RSUs for Messrs. Keel and Aghdaei and 50% in PSUs, 25% in stock options and 25% in time-based RSUs for our other NEOs, other than Mr. Keller, who received a long-term incentive award comprised of a mix of 50% stock options and 50% time-based RSUs, given his role as Principal Financial Officer on an interim basis. The PSUs will vest based on achievement of identified performance measures over a three-year performance period, and the stock options and time-based RSUs vest ratably over a three-year period - see “Long-Term Incentive Compensation” for details. The following chart reflects components of annual compensation at target, as described in “Executive Compensation Tables —Agreements with our NEOs.” The components of our executive compensation program are intended to support our human capital strategy and to further stockholder interests as follows:

  37. Analysis of 2024 Executive Compensation

    | ELEMENT | FORM OF COMPENSATION | PRIMARY OBJECTIVES | | Base Salary | Cash | •Help attract and retain executive talent. •Balance pay-at-risk components by providing a stable source of income. •Recognize day-to-day role and scope of responsibility. | | Annual Incentive Compensation | Cash | •Align executives with key near-term strategic and operational initiatives. •Reward performance on key annual financial measures, including core sales growth, profitability and cash flow generation. •Motivate and reward teamwork and individual performance. | | Long-Term Incentive Compensation | PSUs Stock Options RSUs | •Drive sustainable performance that delivers value to stockholders over the long-term. •Provide direct alignment to stock price appreciation. •Promote the long-term retention of our executive officers. •Align the interest of the executive with those of the stockholders. •PSUs reward performance on key financial measures, including core sales growth and adjusted EBITDA margin, measured over a three-year period, as modified by relative total stockholder return over a three-year period. | | Other Compensation | Employee Benefits Perquisites Severance | •Provide a competitive total compensation package. •Reinforce alignment with stockholder interests through deferrals in Company stock and, also, retention through vesting restrictions (e.g., DCP/ECP & EDIP). •Support corporate objectives (e.g., relocation and tax equalization benefits). |

  38. Annual Incentive Compensation

    Annual Incentive Compensation

  39. Overview

    Overview We provide annual incentives to our NEOs under our Executive Incentive Compensation Plan (the “ICP”). The ICP provides cash bonuses to participants based on the achievement of annual performance metrics relating to our business and the participant’s personal performance. In 2024, the target bonus for each NEO was equal to the executive’s base salary as of December 31, 2024 multiplied by the relevant target award percentage for such NEO. The 2024 actual bonus earned was equal to the target bonus multiplied by the Company Financial Factor (“CFF”) and the Personal Performance Factor (“PPF”), described in more detail below. Mr. Keller left the Company prior to the end of the fiscal year and therefore was not eligible for a bonus under the 2024 ICP. Mr. Aghdaei was able to participate in the ICP based on the performance targets originally established by the Compensation Committee when he served as CEO, as discussed in more detail below under “Company Financial Factor (“CFF”).” The diagram below illustrates the 2024 annual incentive award opportunities: As discussed in more detail under “Company Financial Factor” below, financial achievement for our operating company leaders is based on operating company financial performance and overall Envista financial performance, equally weighted. Our approach to 2024 incentive design emphasizes company-wide financial results and teamwork while also rewarding business financial results and progress against personal objectives and strategic priorities. In establishing annual incentive award opportunities for 2024, our Compensation Committee established the same metrics and weights used in 2023 for annual incentive compensation (core sales growth weighted at 50%, adjusted EBITDA margin weighted at 40% and free cash flow ratio weighted at 10%). Highlights of our approach to rewarding company-wide performance in the form of the Company Financial Factor are as follows: Core sales growth, adjusted EBITDA margin and free cash flow ratio are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and insight into how these non-GAAP measures are considered by management, please see Appendix A. Individual performance in the form of Strategic Priorities/Personal Performance Factor reflects the executive’s execution against operational and personal goals for the year, overall leadership effectiveness, overall financial performance, and, for executives managing a business, operating performance for that business. Our Compensation Committee maintains discretion in determining incentive payouts for each executive officer. We believe that such discretion is set at a reasonable level, strengthens the effectiveness of our compensation programs by allowing performance differentiation among our leadership team and enables the Compensation Committee to incorporate risk mitigation and unanticipated developments in determining payouts.

  40. Company Financial Factor (“CFF”)

    | Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (125% Payout) | Actual 2024 | Achievement | Weight | Payout/ Weighted Achievement | | Core Sales Growth (YoY %) | (3.8)% | (1.8)% | 0.2% | (1.5)% | 103.8% | 50.0% | 51.9% | | Adjusted EBITDA Margin (%) | 9.6% | 11.6% | 13.6% | 11.8% | 102.5% | 40.0% | 41.0% | | Adjusted Free Cash Flow to Adjusted Net Income Ratio | 85.0% | 105.0% | 135.0% | 239.4% | 125.0% | 10.0% | 12.5% | | Envista CFF | | | | | | | 105.4% |

  41. Company Financial Factor (“CFF”)

    | Metric | Achievement | Weight | Payout/Weighted Achievement | | Core Sales Growth | 0.0% | 30.0% | 0.0% | | Operating Profit | 93.7% | 60.0% | 56.2% | | Working Capital Turnover | 228.7%(1) | 10.0% | 12.5% | | Diagnostics CFF | | | 68.7% | | (1) Actual achievement was 228.7% for the working capital turnover metric; however, the plan capped achievement at 125.0%. Accordingly, the payout for the working capital turnover metric was calculated based on 125.0% achievement, weighted at 10.0%, for a weighted payout of 12.5% for that metric. | | | |

  42. Company Financial Factor (“CFF”)

    | Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual 2024 | Achievement | Weight | Payout/ Weighted Achievement | | Core Sales Growth (YoY %) | 2.0% | 2.5% | 3.5% | (1.5)% | 0.0% | 50.0% | 0.0% | | Adjusted EBITDA Margin (%) | 16.0% | 16.5% | 17.5% | 11.8% | 0.0% | 40.0% | 0.0% | | Adjusted Free Cash Flow to Adjusted Net Income Ratio | 85.0% | 105.0% | 135.0% | 239.4% | 200.0% | 10.0% | 20.0% | | Envista CFF (for Mr. Aghdaei) | | | | | | | 20.0% |

  43. Personal Performance Factor (“PPF”) & Individual Payouts

    Personal Performance Factor (“PPF”) & Individual Payouts Following the end of 2024, the Compensation Committee used its judgment and the recommendations of Mr. Keel to determine for each executive a PPF between 0% and 150%. The Compensation Committee assigned a PPF of 100% for each of Messrs. Keel and Aghdaei. With respect to the other NEOs, the average PPF assigned by the Compensation Committee was 102.5%. Our Compensation Committee has discretion in determining the PPF of each executive officer, which is an important risk-mitigating element to our compensation program. The target percentages for our NEOs as a percentage of base salary were as follows: Mr. Keel, 150%; Mr. Hammes, 75%; Mr. Nance, 70%; Mr. Befidi, 70%; Mr. Reis, 60%; and Mr. Aghdaei, 125%. The bonus target amounts, relevant CFF and PPF for each NEO resulted in the following non-equity Incentive Compensation Plan payouts for 2024:

  44. Personal Performance Factor (“PPF”) & Individual Payouts

    | NAMED EXECUTIVE OFFICER(1) | 2024 TARGET ($)(2) | WEIGHTED CFF(3) | PPF | 2024 PAYOUT (% OF TARGET) | 2024 PAYOUT ($)(2) | | Paul Keel | $1,034,423 | 105% | 1.0 | 105% | $1,086,144 | | Eric Hammes | $160,889 | 105% | 1.0 | 105% | $168,934 | | Mark Nance | $367,500 | 105% | 1.1 | 116% | $424,463 | | Robert Befidi | $385,000 | 87% | 1.0 | 87% | $334,950 | | Mischa Reis | $285,000 | 105% | 1.0 | 105% | $299,250 | | Amir Aghdaei(4) | $1,375,000 | 20% | 1.0 | 20% | $275,000 |

  45. Personal Performance Factor (“PPF”) & Individual Payouts

    (1)Mr. Keller was not eligible for an Incentive Compensation Plan payout for 2024 due to his voluntary departure from the Company in August 2024. (2)The target and payout amounts for Messrs. Keel and Hammes were pro-rated based on the number of days they were employed by the Company in 2024. (3)For Messrs. Keel, Hammes, Nance, and Reis, the weighted CFF is solely based on the CFF for all of Envista under the Revised 2024 ICP (105%). For Mr. Befidi, the weighted CFF is based 50% on the CFF for Diagnostics (69%) and 50% on the CFF for all of Envista (105%). For Mr. Aghdaei, the weighted CFF is solely based on the CFF for all of Envista under the Original 2024 ICP (20%). (4)Pursuant to the terms of Mr. Aghdaei’s Transition Agreement with the Company, Mr. Aghdaei was entitled to the full amount of his 2024 annual bonus, based on actual performance under the terms of the Original 2024 ICP. See “Executive Compensation Tables—Agreements with our NEOs” below and “Annual Incentive Compensation—Company Financial Factor (“CFF”)” above for additional information.

  46. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  47. Annual Equity Awards

    Annual Equity Awards The annual equity awards granted to our NEOs are intended to align the NEOs’ compensation with market levels of compensation within our peer group and, also, provide enhanced performance and retention incentives. The target values and associated vesting periods reflect the increases in the value of the long-term incentive awards for certain of our NEOs based on Envista’s review of peer and market data, along with 2024 personal performance and the fact that performance-based equity awards in the form of PSUs comprise at least half of the NEOs’ annual long-term incentive value, as shown below:

  48. Annual Equity Awards

    | FORM OF AWARD | KEY TERMS | | PSUs | • Contingent on core sales growth rate and adjusted EBITDA margin (which are independent goals for the 2024 grants), subject to further adjustment by the Company’s relative TSR versus S&P 400 Health Care Sector Index over a three-year performance period, as described below. | | Stock Options | • Ratable vesting on each anniversary of the grant date over three years. • Exercise price based on the closing price on date of grant. | | RSUs | • Ratable vesting on each anniversary of the grant date over three years. |

  49. Annual Equity Awards

    On February 25, 2024, our Compensation Committee granted annual equity awards to the NEOs, who were serving as executive officers at that time, as follows:

  50. Annual Equity Awards

    | NAMED EXECUTIVE OFFICER | VALUE OF AWARD(1) | TARGET PSUs | STOCK OPTIONS(2) | TIME-BASED RSUs | | Mark Nance | $1,150,000 | 23,350 | 29,640 | 12,695 | | Robert Befidi | $850,000 | 17,260 | 21,910 | 9,385 | | Mischa Reis | $700,000 | 14,215 | 18,040 | 7,730 | | Amir Aghdaei(3) | $5,500,000 | 133,985 | 113,370 | 48,570 | | Stephen Keller(4) | $300,000 | — | 15,460 | 6,625 |

  51. Annual Equity Awards

    (1) These are the values assigned to the award for compensation purposes. The values placed on the option portion of the award in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal 2024” table differ from the values shown above in line with the requirements of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. (2) The exercise price for the options was $22.65, the closing price of our Common Stock on the date of grant. (3) Pursuant to the terms of Mr. Aghdaei’s Transition Agreement, Mr. Aghdaei’s departure from the Company will be treated as a “Normal Retirement” as defined in the 2019 Plan, and, accordingly, his outstanding unvested equity will continue to vest and be exercisable under the terms of the 2019 Plan. (4) Mr. Keller forfeited all unvested outstanding equity awards upon his departure from the Company in August 2024. In addition, the Compensation Committee granted equity awards to Messrs. Keel and Hammes following their start dates as follows:

  52. Annual Equity Awards

    | NAMED EXECUTIVE OFFICER | DATE OF GRANT | VALUE OF AWARD(1) | TARGET PSUs | STOCK OPTIONS | TIME-BASED RSUs | | Paul Keel(2) | 5/25/2024 | $6,500,000 | 205,265 | 164,560(3) | 71,235 | | Paul Keel(4) | 5/25/2024 | $11,000,000 | — | 696,210(3) | 301,370 | | Eric Hammes(5) | 8/25/2024 | $1,200,000 | — | — | 64,175 |

  53. Annual Equity Awards

    (1)These are the values assigned to the award for compensation purposes. The values placed on the option portion of the award in the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal 2024” table differ from the values shown above in line with the requirements of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. (2)Mr. Keel’s annual equity award consisted of 60% PSUs, 20% stock options and 20% time-based RSUs. The PSUs will vest based on achievement of the same identified performance measures applicable to the PSUs granted to our NEOs in February 2024, over a three-year performance period, and the stock options and time-based RSUs vest ratably over a three-year period from the grant date. (3)The exercise price for the options was $18.25, the closing price of our Common Stock on the date of grant. (4)Represents a one-time make-whole equity award intended to reimburse Mr. Keel for the forfeited equity awards previously granted to him by his former employer, valued at approximately $11,000,000, comprised of 50% RSUs and 50% stock options, with such make-whole equity award vesting in equal installments on each of November 1, 2024, November 1, 2025 and November 1, 2026, subject to Mr. Keel’s continued employment through each applicable vesting date; provided, that in the event Mr. Keel’s employment with the Company is terminated by the Company without Cause or by him for Good Reason, any unvested portion of such make-whole equity award will immediately vest in full as of the termination date. (5)Mr. Hammes’ equity award consisted of 100% time-based RSUs given that his start date occurred after the mid-point of our fiscal year. The PSUs can be earned and vest contingent on the achievement of three-year performance goals, which relate to core sales growth rate and adjusted EBITDA margin (which are independent goals for the 2024 grants), and subject to further adjustment by the Company’s TSR performance over a three-year period compared to the Standard & Poor’s 400 Health Care Sector Index. The NEOs can earn between 0% to 200% of the target number of PSUs, depending on the level of performance achieved. Core sales growth rate is determined on a currency neutral basis excluding the first-year impact of any acquisitions and the impact of any divestitures. Adjusted EBITDA margin is the Company’s adjusted EBITDA, calculated consistent with how the Company reports adjusted EBITDA to the public, divided by the Company’s total net sales. Core sales growth and adjusted EBITDA margin were considered appropriate metrics given their importance to our growth strategy. TSR percentile rank acts as a modifier to core sales growth and adjusted EBITDA margin as a means to validate that the outcome is directionally aligned with our returns to stockholders during the same performance period. Our Compensation Committee establishes separate performance goals for each annual equity award. We do not disclose the specific performance goals prior to completion of the performance period as they are highly confidential and would provide competitors and third parties with insight into the Company’s internal planning processes that may allow them to predict certain of our financial and/or operational strategies, which could cause us competitive harm. The level of performance required for target payout is guided by our strategic plan. The Compensation Committee believes these targets are challenging yet reasonably attainable with strong management performance.

  54. Special One-Time Retention Equity Award to Messrs. Nance, Reis and Keller (February 2024)

    Special One-Time Retention Equity Award to Messrs. Nance, Reis and Keller (February 2024) On February 25, 2024, in connection with the CEO transition discussed above, our Compensation Committee granted one-time special retention equity awards to Messrs. Nance, Reis and Keller in the form of time-based RSUs. These awards were provided to encourage the retention of their services in key roles during this transitional period to ensure business continuity and in light of their individual contributions, including performance against their individual goals in 2023, as follows:

  55. Special One-Time Retention Equity Award to Messrs. Nance, Reis and Keller (February 2024)

    | NAMED EXECUTIVE OFFICER | VALUE OF AWARD | TIME-BASED RSUs | VESTING SCHEDULE | | Mark Nance | $200,000 | 8,835 | RSUs vest ratably on each anniversary of the grant date over three years, subject to continued service through each such date | | Mischa Reis | $200,000 | 8,835 | | | Stephen Keller(1) | $100,000 | 4,420 | |

  56. Special One-Time Retention Equity Award to Messrs. Nance, Reis and Keller (February 2024)

    (1) Mr. Keller forfeited all unvested outstanding equity awards upon his departure from the Company in August 2024.

  57. Retention Equity Award to Mr. Keller Pursuant to Letter Agreement (Forfeited)

    Retention Equity Award to Mr. Keller Pursuant to Letter Agreement (Forfeited) On June 25, 2024, the Compensation Committee granted Mr. Keller a one-time retention equity award valued at $500,000 comprised 100% of time-based RSUs, vesting ratably on each anniversary of the date of grant over three years, pursuant to the terms of the letter agreement we entered into with Mr. Keller on March 5, 2024, which set forth the compensation terms for his continuing role as our Principal Financial Officer on an interim basis. Mr. Keller forfeited these RSUs, along with all of his other unvested equity awards, upon his departure from the Company in August 2024.

  58. Special Performance Stock Option Award to NEOs (August 2024)

    Special Performance Stock Option Award to NEOs (August 2024) As discussed above under “Executive Summary,” the Compensation Committee was increasingly concerned during 2024 about the retention risk of critical senior talent that would be needed to drive Envista’s turnaround and revised operational plan. In order to address these concerns and motivate and incentivize the team to execute on the revised operational plan, the Compensation Committee approved one-time performance-based stock option awards to the Company’s senior leaders, including to our NEOs (except for Mr. Hammes who had only recently joined and received a new hire equity award), to create momentum under our new CEO with urgent actions to stem high senior leader attrition and to reinforce alignment of our compensation program to our longer-term growth strategy. The performance-based stock options were granted on August 25, 2024 as follows:

  59. Special Performance Stock Option Award to NEOs (August 2024)

    | NAMED EXECUTIVE OFFICER | VALUE OF AWARD | Performance-BASED Stock Options | VESTING SCHEDULE | | Paul Keel | $3,900,000 | 485,680 | Performance-based vesting condition based on stock price attainment of 133% of the grant date stock price ($18.70) sustained for at least 20 consecutive trading days. Also subject to three-year cliff vest, subject to continued service through such date. | | Mark Nance | $764,750 | 95,240 | | | Robert Befidi | $565,250 | 70,400 | | | Mischa Reis | $465,500 | 57,980 | |

  60. Special Performance Stock Option Award to NEOs (August 2024)

    The performance-based stock options will only vest if the Company’s stock price increases by 33% from the stock price on the grant date ($18.70) and such stock price is sustained for at least 20 consecutive trading days during the term of the options. The options also have a service-based vesting condition (100% cliff vest three years after the grant date). The performance-based vesting condition has not been met as of the date of this Proxy Statement. We do not intend to grant the NEOs additional special awards during the three-year vesting period of the performance-based stock option awards granted in 2024.

  61. Other Benefits

    Other Benefits Our US-based executive officers, including the NEOs, participate in broad-based employee benefit plans, which are generally available to all U.S. salaried employees and do not discriminate in favor of our NEOs. These include subsidized health and dental insurance, AD&D and life insurance coverage, participation in the Envista Savings Plan as well as participation in employee-paid benefits such as vision insurance and flexible spending accounts. Additionally, US-based executive officers are eligible to defer a portion of their salary and bonus in our Deferred Compensation Plan which also covers other senior employees. Prior to his departure, Mr. Aghdaei participated in our Executive Deferred Incentive Program (“EDIP”), a plan which is closed to new entrants, and received a contribution in Envista notional shares in 2024 with respect to his participation in this plan while he served as our Chief Executive Officer. Mr. Reis also participates in our EDIP and received a contribution in Envista notional shares in 2024. Messrs. Keel, Hammes, Nance, and Befidi are eligible to participate in our Excess Contribution Program (“ECP”), which provides for excess matching and non-elective contributions in Envista notional shares. Mr. Keller also participated in the ECP prior to his departure. US-based executives also participate in the Envista Holdings Corporation Severance and Change in Control Plan. See “Executive Compensation Tables—Employee Benefit Plans” below for additional information on these benefits.

  62. 2025 Executive Compensation Developments

    | NAMED EXECUTIVE OFFICER | 2024 LTI VALUE | 2025 LTI VALUE | PERCENTAGE INCREASE | | Paul Keel | $6,500,000 | $6,800,000 | 4.6% | | Eric Hammes | $1,200,000 | $1,300,000 | 8.3% | | Mark Nance | $1,150,000 | $1,500,000 | 30.4% | | Robert Befidi | $850,000 | $850,000 | —% | | Mischa Reis | $700,000 | $700,000 | —% |

  63. 2025 Executive Compensation Developments

    •Retained core sales growth, adjusted EBITDA margin and adjusted free cash flow ratio as the three performance measures for the 2025 Incentive Compensation Plan, with the same weightings used in 2024 (50% core sales growth; 40% adjusted EBITDA margin; and 10% adjusted free cash flow ratio), and calculated in the same manner as the 2024 ICP. •On February 25, 2025, our Compensation Committee granted annual equity awards to the NEOs consisting of 60% PSUs, 20% stock options and 20% time-based RSUs for Mr. Keel and 50% PSUs, 25% stock options and 25% time-based RSUs for our other NEOs. The PSUs will vest based on achievement of identified performance measures over a three-year performance period, and the stock options and time-based RSUs vest ratably over a three-year period.

  64. Compensation Peer Group Analysis

    Compensation Peer Group Analysis Each year, the Compensation Committee works with its independent compensation consultant, FW Cook, to determine appropriate peer companies for benchmarking our executive compensation program. FW Cook uses the following guidelines in recommending a peer group to the Compensation Committee: •The extent to which such companies compete with us in one or more lines of business and for executive talent. •Comparability of size, scope and complexity (including revenues, market capitalization, net income, total assets and number of employees). •Of note, peer selection is challenging given that there is a limited number of companies operating solely within the dental equipment space, requiring consideration of size-comparable companies operating within similar industries. In May 2024, FW Cook reviewed the Company’s peer group for purposes of evaluating our compensation decisions for our executive officers and non-employee directors and recommended the following changes to the peer group: the removal of NuVasive Inc., which was acquired in September 2023, and the inclusion of two new peer group companies, Haemonetics Corporation and Merit Medical Systems, Inc., both of which operate in an industry related to Envista’s (health care supplies), are size appropriate for Envista, and have several of the same peer companies as Envista in their own peer groups. Based on the recommendations of FW Cook, our Compensation Committee adopted a compensation peer group consisting of the following companies:

  65. Compensation Peer Group Analysis

    | Align Technology, Inc. | Enovis Corporation | ICU Medical, Inc. | Patterson Companies, Inc. | | CONMED Corporation | Haemonetics Corporation | Integer Holdings Corporation | Revvity, Inc. | | The Cooper Companies, Inc. | Henry Schein, Inc. | Integra LifeSciences Holdings Corp. | STERIS plc | | DENTSPLY SIRONA Inc. | Hologic, Inc. | Merit Medical Systems, Inc. | Teleflex Incorporated |

  66. Compensation Peer Group Analysis

    While our Compensation Committee considers the data from the peer group helpful in assessing our competitive position, our Compensation Committee refers to other resources, including published compensation data from other surveys and from public compensation data for competitors to one or more of our operating companies in an effort to ensure our compensation program is competitive. In addition to compensation data, the Compensation Committee considers pay for performance and long-term value creation objectives in determining the compensation for our executive officers that best aligns management’s interests with those of our stockholders.

  67. Equity Grant Practices

    Equity Grant Practices The Compensation Committee has approved a policy regarding the timing of equity award grants to the Company’s employees, including the NEOs. The Company grants the annual equity awards, including awards of stock options, for the Company’s executive officers, including each of the NEOs, on February 25 of each year. The Compensation Committee approves off-cycle equity awards, including grants in connection with the hiring or promotion of an individual or where the Compensation Committee determines it is in the best interest of the Company, to be effective on the 25th of any given month. For example, the Compensation Committee granted Mr. Keel’s new hire annual equity award effective on May 25, 2024, and the Compensation Committee granted the one-time special performance-based stock options on August 25, 2024. See “Long-Term Incentive Compensation” above for additional information on these out of cycle equity awards. The Company does not time the release of material nonpublic information (“MNPI”) for the purpose of affecting the value of executive compensation and may change its equity grant practices in the future. During 2024, the Company granted stock options to our NEOs on February 25, 2024 as part of the annual equity awards, consistent with prior practice. On February 26, 2024, the Company filed a Current Report on Form 8-K to disclose the entry into the Transition Agreement with Mr. Aghdaei. Mr. Keel received stock options as part of his new hire equity award effective on May 25, 2024, consistent with prior practice. On May 30, 2024, the Company filed a Current Report on Form 8-K to disclose the departure of Eric Conley, President, Orthodontics. See “Equity Award Grant Practices Table” below for additional information.

  68. Risk Considerations and Review of Executive Compensation Practices

    | ATTRIBUTE | RISK-MITIGATING EFFECT | | Incentive compensation programs feature multiple, complementary performance measures aligned with business strategy | Mitigates incentive to over-perform with respect to any particular metric at the expense of other metrics and/or to play accounting games. The presence of strategic metrics in the annual incentive plan ensures that the Compensation Committee retains discretion and the focus is not exclusively financial. | | Long-term incentives balance options and full-value awards, and incorporate competitive vesting periods | Upside from options is balanced by the presence of downside risk inherent in full value awards such as RSUs. The introduction of PSUs in 2022 (and related down weighting of options and time-based RSUs) provide upside leverage and downside protection. Multi-year vesting periods ensure that executives will not benefit excessively from short-run spikes in the stock price. | | Rigorous, no-fault clawback policy that is triggered even in the absence of wrongdoing | Ensures executives remain exposed to risks faced by the Company’s owners under all circumstances. Helps support a culture of “no excuses.” | | Stock ownership requirements for all executive officers | Ensures executives build up their exposure to risks faced by the Company’s owners over time. The Compensation Committee reviews requirements and compliance on an annual basis and may incorporate these in setting compensation opportunity and granting stock awards. | | No hedging of Envista securities permitted | Prevents executives from reducing risks by entering into financial contracts which offset their risk and/or exposure to the Company. | | Independent compensation consultant that performs no other services for the Company | Ensures the Compensation Committee and the Board receive broad market information about market practices and trends. Helps ensure advice will not be influenced by conflicts of interest. | | Executive Officer payouts are approved by the Compensation Committee | Incentive calculations are reviewed and approved by the Compensation Committee. The Compensation Committee also reviews and approves objectives and performance and ensures that they are set at challenging yet achievable levels. |

  69. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table and notes show all compensation paid to or earned by each of our NEOs for 2024, 2023 and 2022, as applicable.

  70. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION (1) | YEAR | SALARY ($)(2) | BONUS ($) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | Paul Keel President & CEO, from May 1, 2024 | 2024 | $1,100,000 | $281,466 | $10,700,076 | $10,700,093 | $1,086,144 | $368,578(6) | $24,236,357 | | Eric Hammes Chief Financial Officer, from August 1, 2024 | 2024 | $575,000 | $1,020,000 | $1,200,073 | $— | $168,934 | $238,913(7) | $3,202,920 | | Mark Nance, SVP and General Counsel | 2024 | $525,000 | | $1,062,766 | $1,052,374 | $424,463 | $39,275(8) | $3,103,878 | | | 2023 | $525,000 | $— | $712,534 | $237,650 | $— | $67,956 | $1,543,140 | | | 2022 | $525,000 | $— | $675,295 | $225,104 | $174,038 | $54,598 | $1,654,035 | | Robert Befidi President, Diagnostics | 2024 | $550,000 | | $637,684 | $777,905 | $334,950 | $13,800(9) | $2,314,339 | | Mischa Reis SVP, Strategy and Business Development | 2024 | $475,000 | | $725,312 | $640,621 | $299,250 | $74,600(10) | $2,214,783 | | Amir Aghdaei, President & CEO, until May 1, 2024 | 2024 | $1,100,000 | | $4,400,162 | $1,100,029 | $275,000 | $2,040,956(11) | $8,916,147 | | | 2023 | $1,100,000 | $— | $4,160,158 | $1,040,020 | $— | $759,147 | $7,059,325 | | | 2022 | $1,100,000 | $— | $4,080,220 | $1,020,101 | $725,313 | $1,598,098 | $8,523,732 | | Stephen Keller Principal Financial Officer, until August 1, 2024 | 2024 | $460,000 | $— | $750,169 | $150,008 | $— | $37,016(12) | $1,397,193 | | | 2023 | $410,000 | $— | $125,078 | $125,121 | $— | $43,728 | $703,927 |

  71. Summary Compensation Table

    (1)All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S. dollars. (2)Includes the following amounts deferred into the Deferred Compensation Plan. See “Employee Benefit Plans—Supplemental Retirement Program” for a description of our deferred compensation arrangements:

  72. Summary Compensation Table

    | | | AMOUNT OF SALARY DEFERRED INTO PLAN | | | AMOUNT OF NON-EQUITY INCENTIVE COMPENSATION DEFERRED INTO PLAN | | | | NAME | PLAN | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | | Paul Keel | DCP | $— | $— | $— | $— | $— | $— | | Eric Hammes | DCP | $— | $— | $— | $— | $— | $— | | Mark Nance | DCP | $— | $52,500 | $52,500 | $— | $43,510 | $129,938 | | Robert Befidi | DCP | $— | $— | $— | $— | $— | $— | | Mischa Reis | DCP | $23,750 | $23,712 | $22,673 | $— | $7,542 | $21,009 | | Amir Aghdaei | DCP | $20,731 | $55,000 | $55,000 | $— | $72,531 | $226,875 | | Stephen Keller | DCP | $19,004 | $34,530 | $37,349 | $— | $8,340 | $32,193 |

  73. Summary Compensation Table

    (3)These amounts represent the aggregate grant date fair value of all equity awards made in the applicable year computed in accordance with ASC Topic 718. As such, they do not correspond to the actual economic value that may be received by our NEOs from these awards. The “Stock Awards” column equals the aggregate grant date fair value of all RSUs and PSUs granted during the relevant year, as applicable. The grant date fair value for RSUs is calculated as the number of RSUs multiplied by the closing price of the Common Stock on the date of grant. For PSUs, we are required to report the PSU awards at the beginning of the three-year performance cycle (in the year in which the PSU awards were granted), even though they will not be paid (if at all) until the end of the performance period. The amounts shown assume performance at target. The PSUs are paid only if performance conditions are met, and the final payment amount will range from 0% to 200% of the stated target. See the “Grants of Plan-Based Awards for Fiscal 2024” table below for the threshold, target, and maximum amounts that can be earned. With respect to stock option grants shown in the “Options Awards” column, the grant date fair value has been calculated using the Black-Scholes option pricing model. Pursuant to Securities and Exchange Commission rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Report on Form 10-K in Note 17 to the Consolidated Financial Statements for the 2024 fiscal year. (4)Additional information regarding these payments appear under the heading “Annual Incentive Compensation” in the CD&A. (5)The following table sets out the 401(k), EDIP, and ECP contributions made to our NEOs’ accounts for 2024, which are included in “All Other Compensation.” EDIP and ECP contributions are in Company stock and are converted to notional phantom shares by dividing the relevant closing price of the Company’s stock.

  74. Summary Compensation Table

    | NAME | COMPANY 401(K) CONTRIBUTIONS ($) | COMPANY EDIP CONTRIBUTIONS ($) | COMPANY ECP CONTRIBUTIONS ($) | | Paul Keel | $13,800 | $— | $— | | Eric Hammes | $13,800 | $— | $— | | Mark Nance | $4,038 | $— | $35,161 | | Robert Befidi | $13,800 | $— | $— | | Mischa Reis | $13,800 | $60,800 | $— | | Amir Aghdaei | $13,800 | $247,500 | $— | | Stephen Keller | $13,800 | $— | $12,859 |

  75. Summary Compensation Table

    (6)Includes $196,862 in relocation costs and $152,131 for the related gross-up, $3,150 in tax advisory fees and $2,635 for the related gross-up, and the 401(k) Company contribution detailed in Footnote 5. (7)Includes $122,068 in relocation costs and $103,045 for the related gross-up, and the 401(k) Company contribution detailed in Footnote 5. (8)Includes a $75 taxable gift and the 401(k) and ECP Company contributions as detailed in Footnote 5. (9)Includes the 401(k) Company contribution detailed in Footnote 5. (10)Consists of 401(k) and EDIP contributions as detailed in Footnote 5. (11)$736,154 consists of payments made to Mr. Aghdaei in 2024, after his time as CEO and $666,667 relates to consulting payments earned in 2024 and paid in 2025. $376,835 consists of tax equalization related to Mr. Aghdaei’s prior Danaher assignment in Germany (reflecting $145,899 in foreign and local tax payments made on Mr. Aghdaei’s behalf, $33,449 in tax preparation fees paid in 2024 for tax years 2020-2023 and $197,487 in related gross-ups). See “Other Compensation—Perquisites” on page 45 for additional information about the legacy Danaher tax equalization benefits paid to certain of our NEOs. Also includes $261,300 of 401(k) and EDIP Company contributions as detailed in Footnote 5. (12)Includes $26,659 of 401(k) and ECP company contributions as detailed in Footnote 5 and $10,357 related to a 401(k) contribution on the repaid retention bonus.

  76. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024 The following table sets forth certain information regarding grants of plan-based awards to our NEOs in 2024 under our compensation programs and plans.

  77. Grants of Plan-Based Awards for Fiscal 2024

    | NAME | TYPE OF AWARD | GRANT DATE | ESTIMATED FUTURE 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 (#) (2) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) (2) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (4) | | | | | THRESHOLD ($) (3) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Paul Keel | Annual cash incentive compensation | | $618,750 | $1,650,000 | $3,300,000 | — | — | — | | — | — | — | | | Stock options (Annual) | 5/25/2024 | — | — | — | — | — | — | | 164,560 | $18.25 | $1,300,024 | | | Stock options (One-time) | 5/25/2024 | — | — | — | — | — | — | | 696,210 | $18.25 | $5,500,059 | | | Restricted stock units (Annual) | 5/25/2024 | — | — | — | — | — | — | 71,235 | — | — | $1,300,039 | | | Restricted stock units (One-time) | 5/25/2024 | — | — | — | — | — | — | 301,370 | — | — | $5,500,003 | | | Performance stock units (Annual) | 5/25/2024 | — | — | — | 76,974 | 205,265 | 410,530 | — | — | — | $3,900,035 | | | Performance stock options (One-time)5 | 8/25/2024 | — | — | — | — | 485,680 | — | | — | $18.70 | $3,900,010 | | Eric Hammes | Annual cash incentive compensation | | $161,719 | $431,250 | $862,500 | — | — | — | | — | — | — | | | Restricted stock units (One-time) | 8/25/2024 | — | — | — | — | — | — | 64,175 | — | — | $1,200,073 |

  78. Grants of Plan-Based Awards for Fiscal 2024

    | NAME | TYPE OF AWARD | GRANT DATE | ESTIMATED FUTURE 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 (#) (2) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) (2) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (4) | | | | | THRESHOLD ($) (3) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Mark Nance | Annual cash incentive compensation | | $137,813 | $367,500 | $735,000 | — | — | — | | — | — | — | | | Stock options (Annual) | 2/25/2024 | — | — | — | — | — | — | | 29,640 | $22.65 | $287,597 | | | Restricted stock units (Annual) | 2/25/2024 | — | — | — | — | — | — | 12,695 | — | — | $287,542 | | | Restricted stock units (One-time) | 2/25/2024 | — | — | — | — | — | — | 8,835 | — | — | $200,113 | | | Performance stock units (Annual) | 2/25/2024 | — | — | — | 8,756 | 23,350 | 46,700 | | — | — | $575,111 | | | Performance stock options (One-time)5 | 8/25/2024 | — | — | — | — | 95,240 | — | | — | $18.70 | $764,777 | | Robert Befidi | Annual cash incentive compensation | | $144,375 | $385,000 | $770,000 | — | — | — | | — | — | — | | | Stock options (Annual) | 2/25/2024 | — | — | — | — | — | — | | 21,910 | $22.65 | $212,593 | | | Restricted stock units (Annual) | 2/25/2024 | — | — | — | — | — | — | 9,385 | — | — | $212,570 | | | Performance stock units (Annual) | 2/25/2024 | — | — | — | 6,473 | 17,260 | 34,520 | | — | — | $425,114 | | | Performance stock options (One-time)5 | 8/25/2024 | — | — | — | — | 70,400 | — | | — | $18.70 | $565,312 | | Mischa Reis | Annual cash incentive compensation | | $106,875 | $285,000 | $570,000 | — | — | — | | — | — | — | | | Stock options (Annual) | 2/25/2024 | — | — | — | — | — | — | | 18,040 | $22.65 | $175,042 | | | Restricted stock units (Annual) | 2/25/2024 | — | — | — | — | — | — | 7,730 | — | — | $175,085 | | | Restricted stock units (One-time) | 2/25/2024 | — | — | — | — | — | — | 8,835 | — | — | $200,113 | | | Performance stock units (Annual) | 2/25/2024 | — | — | — | 5,331 | 14,215 | 28,430 | | — | — | $350,115 | | | Performance stock options (One-time)5 | 8/25/2024 | — | — | — | — | 57,980 | — | | — | $18.70 | $465,579 | | Amir Aghdaei | Annual cash incentive compensation | | $515,625 | $1,375,000 | $2,750,000 | — | — | — | | — | — | — | | | Stock options (Annual) | 2/25/2024 | — | — | — | — | — | — | — | 113,370 | $22.65 | $1,100,029 | | | Restricted stock units (Annual) | 2/25/2024 | — | — | — | — | — | — | 48,570 | — | — | $1,100,111 | | | Performance stock units (Annual) | 2/25/2024 | — | — | — | 50,244 | 133,985 | 267,970 | — | — | — | $3,300,051 | | Stephen Keller | Annual cash incentive compensation | | $86,250 | $230,000 | $460,000 | — | — | — | | — | — | — | | | Stock options (Annual) | 2/25/2024 | — | — | — | — | — | — | | 15,460 | $22.65 | $150,008 | | | Restricted stock units (Annual) | 2/25/2024 | — | — | — | — | — | — | 6,625 | — | — | $150,056 | | | Restricted stock units (One-time) | 2/25/2024 | — | — | — | — | — | — | 4,420 | — | — | $100,113 | | | Restricted stock units (One-time) | 6/25/2024 | — | — | — | — | — | — | 31,250 | — | — | 500,000 |

  79. Grants of Plan-Based Awards for Fiscal 2024

    (1)These columns relate to 2024 cash award opportunities under the Company’s annual Incentive Compensation Plan. The amounts shown are annual amounts and do not reflect pro-rated amounts in the case of Mr. Keel and Mr. Hammes. The actual amounts earned are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2)These columns relate to awards granted under the 2019 Plan. (3)No amount will be paid out with respect to any annual incentive plan opportunity if performance is below threshold. (4)See footnote 3 to the Summary Compensation Table above for a discussion of the calculation of grant date fair value for RSUs, PSUs and options. (5)The performance stock options are subject to a three year cliff vesting, and a stock price attainment over 20 consecutive business days for performance to be met.

  80. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the number of securities underlying outstanding equity awards for each of our NEOs as of December 31, 2024.

  81. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS(#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (1) | | PAUL KEEL | 8/25/2024 | — | — | 485,680 | $18.70 | 8/25/2034 | — | — | — | —(3) | | | 5/25/2024 | 232,070 | 464,140 | — | $18.25 | 5/25/2034 | — | — | — | —(4) | | | 5/25/2024 | — | 164,560 | — | $18.25 | 5/25/2034 | — | — | — | —(5) | | | 5/25/2024 | — | — | — | — | — | 200,914 | $3,875,631 | — | —(6) | | | 5/25/2024 | — | — | — | — | — | 71,235 | $1,374,123 | — | —(7) | | | 5/25/2024 | — | — | — | — | — | — | — | 102,633 | $1,979,791(8) | | ERIC HAMMES | 8/25/2024 | — | — | | — | — | 64,175 | 1,237,936 | — | —(7) | | MARK NANCE | 8/25/2024 | — | | 95,240 | $18.70 | 8/25/2034 | — | — | — | —(3) | | | 2/25/2024 | — | 29,640 | | $22.65 | 2/25/2034 | — | — | — | —(5) | | | 2/25/2024 | — | — | | — | — | 12,695 | $244,887 | — | —(7) | | | 2/25/2024 | — | — | | — | — | 8,835 | $170,427 | — | —(7) | | | 2/25/2024 | — | — | | — | — | — | — | 11,675 | $225,211(8) | | | 2/25/2023 | 4,970 | 9,940 | | $38.25 | 2/25/2033 | — | — | — | —(5) | | | 2/25/2023 | — | — | | — | — | 4,140 | $79,861 | — | —(7) | | | 2/25/2023 | — | — | | — | — | — | — | 5,640 | $108,796(9) | | | 2/25/2022 | 8,626 | 4,314 | | $48.52 | 2/25/2032 | — | — | — | —(5) | | | 2/25/2022 | — | — | | — | — | 1,547 | $29,842 | — | —(7) | | | 2/25/2022 | — | — | | — | — | — | — | 4,215 | $81,307(10) | | | 2/25/2021 | 34,610 | — | | $37.94 | 2/25/2031 | — | — | — | —(5) | | | 2/25/2020 | 25,074 | 8,358 | | $26.50 | 2/25/2030 | — | — | — | —(11) | | | 2/25/2020 | — | — | | — | — | 2,265 | $43,692 | — | —(12) | | | 7/15/2019 | 17,717 | — | | $27.05 | 7/15/2029 | — | — | — | —(11) | | ROBERT BEFIDI | 8/25/2024 | — | — | 70,400 | $18.70 | 8/25/2034 | — | — | — | —(3) | | | 2/25/2024 | — | 21,910 | | $22.65 | 2/25/2034 | — | — | — | —(5) | | | 2/25/2024 | — | — | | — | — | 9,385 | $181,037 | — | —(7) | | | 2/25/2024 | — | — | | — | — | — | — | 8,630 | $166,473(8) | | | 8/25/2023 | — | — | | — | — | 22,574 | 435,452 | — | —(7) |

  82. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS(#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (1) | | MISCHA REIS | 8/25/2024 | — | — | 57,980 | $18.70 | 8/25/2034 | — | — | — | —(3) | | | 2/25/2024 | — | 18,040 | | $22.65 | 2/25/2034 | — | — | — | —(5) | | | 2/25/2024 | — | — | | — | — | 7,730 | $149,112 | — | —(7) | | | 2/25/2024 | — | — | | — | — | 8,835 | $170,427 | — | —(7) | | | 2/25/2024 | — | — | | — | — | — | — | 7,108 | $137,113(8) | | | 2/25/2023 | 3,660 | 7,320 | | $38.25 | 2/25/2033 | — | — | — | —(5) | | | 2/25/2023 | — | — | | — | — | 3,054 | $58,912 | — | —(7) | | | 2/25/2023 | — | — | | — | — | — | — | 4,158 | $80,208(9) | | | 2/25/2022 | 6,233 | 3,117 | | $48.52 | 2/25/2032 | — | — | — | —(5) | | | 2/25/2022 | — | — | | — | — | 1,117 | $21,547 | — | —(7) | | | 2/25/2022 | — | — | | — | — | — | — | 3,045 | $58,738(10) | | | 2/25/2021 | 29,660 | — | | $37.94 | 2/25/2031 | — | — | — | —(5) | | | 2/25/2020 | 27,864 | 6,966 | | $26.50 | 2/25/2030 | — | — | — | —(11) | | | 2/25/2020 | — | — | | — | — | 1,887 | $36,400 | — | —(12) | | | 9/17/2019 | 18,190 | — | | $22.00 | 9/17/2029 | — | — | — | —(13) | | | 2/24/2019 | 23,006 | — | | $21.76 | 2/24/2029 | — | — | — | —(12) | | | 2/24/2019 | 38,344 | — | | $21.76 | 2/24/2029 | — | — | — | —(12) | | | 2/24/2018 | 4,041 | — | | $19.04 | 2/24/2028 | — | — | — | —(12) | | | 5/15/2017 | 5,634 | — | | $15.97 | 5/15/2027 | — | — | — | —(12) | | AMIR AGHDAEI | 2/25/2024 | — | 113,370 | | $22.65 | 5/1/2029 | — | — | — | —(5) | | | 2/25/2024 | — | — | | — | — | 48,570 | $936,915 | — | —(7) | | | 2/25/2024 | — | — | | — | — | — | — | 66,993 | $1,292,295(8) | | | 2/25/2023 | 21,750 | 43,500 | | $38.25 | 5/1/2029 | — | — | — | —(5) | | | 2/25/2023 | — | — | | — | — | 18,127 | $349,670 | — | —(7) | | | 2/25/2023 | — | — | | — | — | — | — | 37,048 | $714,656(9) | | | 2/25/2022 | 39,093 | 19,547 | | $48.52 | 5/1/2029 | — | — | — | —(5) | | | 2/25/2022 | — | — | | — | — | 7,009 | $135,204 | — | —(7) | | | 2/25/2022 | — | — | | — | — | — | — | 28,653 | $552,716(10) | | | 2/25/2021 | 232,330 | — | | $37.94 | 5/1/2029 | — | — | — | —(5) | | | 2/25/2020 | 250,736 | 62,684 | | $26.50 | 5/1/2029 | — | — | — | —(11) | | | 2/25/2020 | — | — | | — | — | 16,982 | $327,583 | — | —(12) | | | 9/17/2019 | 281,820 | — | | $22.00 | 5/1/2029 | — | — | — | —(13) | | | 2/24/2019 | 107,260 | — | | $21.76 | 2/24/2029 | — | — | — | —(14) | | | 7/15/2018 | 238,936 | — | | $19.02 | 7/15/2028 | — | — | — | —(14) | | | 2/24/2018 | 112,790 | — | | $19.04 | 2/24/2028 | — | — | — | —(14) | | | 2/24/2018 | 161,151 | — | | $19.04 | 2/24/2028 | — | — | — | —(14) | | STEPHEN KELLER | 6/25/2024 | — | — | | — | — | — | — | — | —(7) | | | 2/25/2024 | — | — | | $22.65 | 11/28/2024 | — | — | — | —(5) | | | 2/25/2024 | — | — | | — | — | — | — | — | —(7) | | | 2/25/2024 | — | — | | — | — | — | — | — | —(7) | | | 2/25/2023 | — | — | | $38.25 | 11/28/2024 | — | — | — | —(5) | | | 2/25/2023 | — | — | | — | — | — | — | — | —(7) | | | 2/25/2022 | — | — | | $48.52 | 11/28/2024 | — | — | — | —(5) | | | 2/25/2022 | — | — | | — | — | — | — | — | —(7) | | | 2/25/2022 | — | — | | — | — | — | — | — | —(7) | | | 2/25/2021 | — | — | | $37.94 | 11/28/2024 | — | — | — | —(5) | | | 2/25/2020 | — | — | | — | — | — | — | — | —(12) | | | 2/25/2020 | — | — | | $26.50 | 11/28/2024 | — | — | — | —(11) |

  83. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)Market value is calculated based on the closing price of our Common Stock on December 31, 2024, the last trading day of the year, as reported on the NYSE ($19.29 per share), times the number of unvested shares. (2)The amounts shown represent the threshold amount of the PSUs for the 2022-2024 performance cycle, for the 2023-2025 performance cycle, and for the 2024-2026 performance cycle because our performance did not exceed the threshold performance level as of December 31, 2024. (3)The Performance Stock Options vest on the third anniversary of the grant date, but are not exercisable and remain forfeitable until the attainment of the stock price performance conditions. (4)One-third of the options granted vest in 6 months after the grant date and one-third become exercisable on each of the first and second anniversary of the first vesting date. (5)One-third of the options granted become exercisable on each of the first, second and third anniversaries of the grant date. (6)One-third of the RSUs granted vest in 6 months after the grant date and one-third become vested on each of the first and second anniversary of the first vesting date. (7)One-third of the RSUs granted vests on each of the first, second and third anniversaries of the grant date. (8)The PSUs vest, if at all, upon the certification by the Compensation Committee of the performance conditions after the end of the 2024-2026 performance period, based on actual performance. (9)The PSUs vest, if at all, upon the certification by the Compensation Committee of the performance conditions after the end of the 2023-2025 performance period, based on actual performance. (10)The PSUs vest, if at all, upon the certification by the Compensation Committee of the performance conditions after the end of the 2022-2024 performance period, based on actual performance. (11)20% of the options granted become exercisable on each of the first five anniversaries of the grant date. (12)20% of the RSUs granted vests on each of the first five anniversaries of the grant date. (13)50% of the options granted become exercisable on each of the fourth and fifth anniversaries of the grant date. (14)One-third of the options granted become exercisable on each of the third, fourth and fifth anniversaries of the grant date.

  84. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024 The following table summarizes stock option exercises and the vesting of RSU awards with respect to our NEOs in 2024.

  85. Option Exercises and Stock Vested During Fiscal 2024

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Paul Keel | — | $— | 100,456 | $2,103,549 | | Eric Hammes | — | $— | — | $— | | Mark Nance | — | $— | 10,787 | $232,060 | | Robert Befidi | — | $— | 11,286 | $211,048 | | Mischa Reis | — | $— | 13,249 | $291,786 | | Amir Aghdaei | 2,195 | $7,661 | 100,013 | $2,136,712 | | Stephen Keller | — | $— | 4,600 | $101,054 |

  86. Option Exercises and Stock Vested During Fiscal 2024

    (1)Calculated by multiplying the number of corresponding shares acquired by the difference between the exercise price and the market price of the underlying Common Stock at the time of exercise. (2)Calculated by multiplying the number of corresponding shares acquired by the closing price of the Common Stock as reported on the NYSE on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day).

  87. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The table below sets forth for each NEO information regarding participation in the EDIP, DCP, and ECP. There were no withdrawals by or distributions to any of the NEOs from these plans in 2024.

  88. 2024 Nonqualified Deferred Compensation

    | NAME | PLAN NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FY ($)(2) | AGGREGATE EARNINGS IN LAST FY ($)(3) | AGGREGATE BALANCE AT LAST FYE ($)(4) | | Paul Keel | DCP/ECP | $— | $— | $— | $— | | Eric Hammes | DCP/ECP | $— | $— | $— | $— | | Mark Nance | DCP/ECP | $— | $35,161 | $50,063 | $650,623 | | Robert Befidi | DCP/ECP | $— | $— | $— | $— | | Mischa Reis | EDIP | $— | $60,800 | $(108,901) | $471,798 | | | DCP/ECP | $23,750 | $— | $18,087 | $200,948 | | Amir Aghdaei | EDIP | $— | $247,500 | $330,285 | $7,690,891 | | | DCP/ECP | $20,731 | $— | $335,701 | $2,224,407 | | Stephen Keller | DCP/ECP | $19,004 | $12,859 | $31,724 | $336,476 |

  89. 2024 Nonqualified Deferred Compensation

    (1)Contributions to the DCP relate to deferrals from the executive’s 2024 salary. (2)The amounts set forth in this column are included as 2024 compensation under the “All Other Compensation” column in the Summary Compensation Table. (3)Earnings represent returns on investments on fund alternatives which parallel those available to all employees under the 401(k) plan. Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the Summary Compensation Table. (4)These balances constitute the accumulation of employee deferrals, Company contributions and investment returns during the participation of these executives in these plans, and include service with both Danaher and Envista. Company contributions are included in the “All Other Compensation” column in the Summary Compensation Table in the year in which they were made.

  90. Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End

    Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End The following table describes the payments and benefits that each NEO would have been entitled to receive upon termination of employment under certain circumstances as of December 31, 2024. The amounts set forth below assume that the triggering event occurred on December 31, 2024. See “Employee Benefit Plans” for a description of the Envista Holdings Corporation Severance and Change in Control Plan providing for certain severance payments upon specified terminations without cause, resignations with good reason and upon and in connection with a change in control, each as defined under such plan. Where benefits are based on the market value of our Common Stock, we have used the closing price of our Common Stock as reported on the NYSE on December 31, 2024, the last trading day of the year ($19.29 per share). In addition to the amounts set forth below, upon any termination of employment, each executive would also be entitled to (1) receive all payments generally provided to salaried employees on a non-discriminatory basis on termination, such as life insurance proceeds (for any termination caused by death), unused vacation and 401(k) plan distributions, (2) receive accrued, vested balances under the EDIP or ECP (except that under the EDIP and ECP, if an employee’s employment terminates as a result of gross misconduct, the EDIP or ECP administrator may determine that the employee’s vesting percentage with respect to all employer contributions is zero), and (3) exercise vested stock options (except that under the terms of the 2019 Plan, all outstanding equity awards are terminated upon, and no employee can exercise any outstanding equity award after, termination for gross misconduct). The values reflected in the table below relating to the acceleration of stock options, RSUs and PSUs reflect the intrinsic value (that is, the value based on the price of our Common Stock, and in the case of stock options minus the exercise price) of the options, RSUs and PSUs that would have vested had the specified event occurred on December 31, 2024.

  91. Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End

    | | | TERMINATION EVENT | | | | | NAMED EXECUTIVE OFFICER | BENEFIT | TERMINATION WITHOUT CAUSE OR WITH GOOD REASON (NO CHANGE IN CONTROL) | TERMINATION WITHOUT CAUSE OR WITH GOOD REASON (FOLLOWING A CHANGE IN CONTROL) | RETIREMENT | DEATH (1) | | Paul Keel | Acceleration of unvested stock options | $— | $653,848 | $— | $940,399 | | | Acceleration of unvested RSUs | $— | $5,249,754 | $— | $3,746,485 | | | Acceleration of unvested PSUs | $— | $3,959,562 | $— | $1,319,860 | | | Acceleration of unvested DCP Balance | $— | $— | $— | $— |

  92. Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End

    | | | TERMINATION EVENT | | | | | NAMED EXECUTIVE OFFICER | BENEFIT | TERMINATION WITHOUT CAUSE OR WITH GOOD REASON (NO CHANGE IN CONTROL) | TERMINATION WITHOUT CAUSE OR WITH GOOD REASON (FOLLOWING A CHANGE IN CONTROL) | RETIREMENT | DEATH (1) | | | Benefits continuation(2) | $32,537 | $32,537 | $— | $— | | | Cash severance(2) | $5,500,000 | $6,875,000 | $— | $— | | | Total: | $5,532,537 | $16,770,701 | $— | $6,006,744 | | Eric Hammes | Acceleration of unvested stock options | $— | $— | $— | $— | | | Acceleration of unvested RSUs | $— | $1,237,936 | $— | $756,515 | | | Acceleration of unvested PSUs | $— | $— | $— | $— | | | Acceleration of unvested DCP Balance | $— | $— | $— | $— | | | Benefits continuation(2) | $21,554 | $32,331 | $— | $— | | | Cash severance(2) | $1,006,250 | $1,509,375 | $— | $— | | | Total: | $1,027,804 | $2,779,642 | $— | $756,515 | | Mark Nance | Acceleration of unvested stock options | $— | $— | $— | $56,192 | | | Acceleration of unvested RSUs | $— | $568,708 | $— | $393,921 | | | Acceleration of unvested PSUs | $— | $830,627 | $— | $457,848 | | | Acceleration of unvested DCP Balance | $— | $— | $— | $28,896 | | | Benefits continuation(2) | $6,983 | $10,475 | $— | $— | | | Cash severance(2) | $892,500 | $1,338,750 | $— | $— | | | Total: | $899,483 | $2,748,560 | $— | $936,857 | | Robert Befidi | Acceleration of unvested stock options | $— | $— | $— | $41,536 | | | Acceleration of unvested RSUs | $— | $616,489 | $— | $473,512 | | | Acceleration of unvested PSUs | $— | $332,945 | $— | $110,995 | | | Acceleration of unvested DCP Balance | $— | $— | $— | $— | | | Benefits continuation(2) | $21,691 | $32,537 | $— | $— | | | Cash severance(2) | $935,000 | $1,402,500 | $— | $— | | | Total: | $956,691 | $2,384,471 | $— | $626,043 | | Mischa Reis | Acceleration of unvested stock options | $— | $— | $— | $34,208 | | | Acceleration of unvested RSUs | $— | $436,398 | $— | $302,351 | | | Acceleration of unvested PSUs | $— | $552,080 | $— | $315,835 | | | Acceleration of unvested EDIP balance | $— | $— | $— | $134,754 | | | Benefits continuation(2) | $21,691 | $32,537 | $— | $— | | | Cash severance(2) | $760,000 | $1,140,000 | $— | $— | | | Total: | $781,691 | $2,161,015 | $— | $787,148 | | Amir Aghdaei(3) | Acceleration of unvested stock options | $— | $— | $— | $— | | | Acceleration of unvested RSUs | $1,749,372 | $— | $— | $— | | | Acceleration of unvested PSUs | $2,006,932 | $— | $— | $— | | | Acceleration of unvested EDIP balance | $— | $— | $— | $— | | | Benefits continuation(2) | $— | $— | $— | $— | | | Cash severance(2) | $— | $— | $— | $— | | | Total: | $3,756,304 | $— | $— | $— | | Stephen Keller(4) | Acceleration of unvested stock options | $— | $— | $— | $— | | | Acceleration of unvested RSUs | $— | $— | $— | $— | | | Acceleration of unvested PSUs | $— | $— | $— | $— | | | Acceleration of unvested DCP Balance | $— | $— | $— | $— | | | Benefits continuation(2) | $— | $— | $— | $— |

  93. Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End

    | | | TERMINATION EVENT | | | | | NAMED EXECUTIVE OFFICER | BENEFIT | TERMINATION WITHOUT CAUSE OR WITH GOOD REASON (NO CHANGE IN CONTROL) | TERMINATION WITHOUT CAUSE OR WITH GOOD REASON (FOLLOWING A CHANGE IN CONTROL) | RETIREMENT | DEATH (1) | | | Cash severance(2) | $— | $— | $— | $— | | | Total: | $— | $— | $— | $— |

  94. Potential Payments Upon Termination or Change-of-Control as of 2024 Fiscal Year-End

    (1) The terms of the 2019 Plan provide for accelerated vesting of all unvested stock options, including performance stock options, a pro rata portion of unvested RSUs and a pro rata portion of unvested target amount of PSUs upon death. Under the terms of the EDIP and the DCP, upon a participant’s death, the unvested portion of the Company contributions that have been credited to the participant’s EDIP or DCP account would immediately vest. (2) Please see “Agreements with our NEOs” and “Employee Benefit Plans” for a description of the cash payments each officer would be entitled to if we terminate the officer’s employment without cause, the officer resigns with good reason, qualifying terminations within 24 months of a Change in Control, as well as a description of the post-employment restrictive covenant obligations of each officer. The amounts set forth in the table assume that the officer would have executed our standard release in connection with any termination without cause. (3) Mr. Aghdaei’s departure from the Company effective May 1, 2024 qualified for “normal retirement” treatment under the terms of the 2019 Plan, which provides for continued vesting of all unvested stock options, RSUs and PSUs upon retirement. The PSU amount in this column assumes a payout amount of 50%. The actual amount will be determined by the actual performance payout (if any) at the end of the three year performance period. (4) Mr. Keller ceased serving as Principal Financial Officer effective August 1, 2024. The amounts in this table for Mr. Keller represent amounts actually paid to him as a result of his voluntary termination of employment ($0).

  95. CEO Pay Ratio

    CEO Pay Ratio We are providing this pay ratio disclosure in accordance with Item 402(u) of Regulation S-K promulgated under the Exchange Act. The pay ratio disclosed below is a reasonable estimate derived from our internal records using the methodology described below. This information may not be comparable to the ratio that any other company reports because other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. We identified a median employee as of November 1, 2023 (the “2023 Median Employee”). SEC rules allow us to identify our median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. In connection with determining the 2023 Median Employee, we considered only those employees that we employed as of November 1, 2023. The rest of the methodology that we used to identify the 2023 Median Employee is described in our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2024. In accordance with Item 402(u) of Regulation S-K, we concluded that there had been no change in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure, such that, consistent with the SEC’s regulations, we could continue to use the 2023 Median Employee in calculating our CEO pay ratio for 2024. Because our former CEO, Mr. Aghdaei, ceased serving as our CEO in May 2024, we used the annual total compensation of our current CEO, Mr. Keel, to determine the ratio of our CEO’s annual total compensation to the annual total compensation of the 2023 Median Employee. Mr. Keel’s annual total compensation for 2024 was $24,236,357 as reflected in the Summary Compensation Table on page 51. The 2024 annual total compensation for the 2023 Median Employee, calculated in the same manner, was estimated to be $39,203. Therefore, our CEO to median employee pay ratio for 2024 is approximately 618 to 1. Mr. Keel’s total compensation for 2024 includes one-time make whole cash and equity awards, as well as one-time relocation costs, as detailed in the “Compensation Discussion and Analysis.” We expect the CEO to median employee pay ratio to be more in-line with our historic CEO pay ratio in future years.

  96. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown.

  97. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment based on:(3) | | | | | Year | Summary Compensation Table Total for First PEO(1) | Compensation Actually Paid to First PEO(1)(2) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to Second PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Total Shareholder Return | Peer Group Total Shareholder Return | Net (Loss) Income (millions) | Adjusted EBITDA %(4) | | 2024 | $8,916,147 | $4,211,172 | $24,236,357 | $23,209,027 | $2,446,623 | $1,902,132 | $65.08 | $146.87 | $(1,118.6) | 11.8% | | 2023 | $7,059,325 | $(1,816,558) | | | $1,675,659 | $(222,491) | $81.17 | $143.18 | $(100.2) | 18.1% | | 2022 | $8,523,732 | $(4,535,253) | | | $1,836,308 | $(42,128) | $113.60 | $140.29 | $243.1 | 20.1% | | 2021 | $9,199,748 | $28,844,127 | | | $2,474,388 | $4,661,522 | $152.02 | $143.09 | $340.5 | 19.7% | | 2020 | $7,370,894 | $14,441,335 | | | $1,640,642 | $2,321,660 | $113.80 | $113.45 | $33.3 | 13.0% |

  98. Pay Versus Performance

    (1)The First PEO until May 1, 2024 and for 2023, 2022, 2021 and 2020 was Amir Aghdaei. The Second PEO on May 1, 2024 was Paul Keel. The non-PEO NEOs for 2022, 2021 and 2020 were Howard Yu (Senior Vice President and Chief Financial Officer), Jean-Claude Kyrillos (Senior Vice President of Diagnostics and Digital Solutions), Patrik Eriksson (Senior Vice President, President of Nobel Biocare), and Mark Nance (Senior Vice President, General Counsel and Secretary). The non-PEO NEOs for 2023 were Mr. Yu, Mr. Kyrillos, Mr. Eriksson, Mr. Nance, Stephen Keller (Principal Financial Officer) and Eric Conley (Senior Vice President and President, Orthodontics). The non-PEO NEOs for 2024 were Mr. Hammes, Mr. Nance, Mr. Befidi Mr. Reis, and Mr. Keller. (2)The amounts shown in the Compensation Actually Paid columns have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table (“SCT”) Total with certain adjustments as described below.

  99. Pay Versus Performance

    | | | | Equity award adjustments | | | | | | Year | Executive(s) | SCT Total | Deduct grant date fair value of equity awards reported in SCT | Add year-end value of unvested equity awards granted in year | Change in value of unvested equity awards granted in prior years | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Change in value of equity awards granted in prior years which vested in year | | 2024 | First PEO | $8,916,147 | $(5,500,191) | $2,723,931 | $(1,018,457) | | $(910,258) | | | Second PEO | $24,236,357 | $(21,400,169) | $20,372,839 | $(4,218,279) | | $4,218,279 | | | Non-PEO NEOs | $2,446,623 | $(1,399,382) | $1,010,312 | $(80,640) | $(31,917) | $(42,863) | | 2023 | PEO | $7,059,325 | $(5,200,178) | $1,613,810 | $(5,825,994) | | $536,479 | | | Non-PEO NEOs | $1,675,659 | $(971,147) | $212,290 | $(332,625) | $(891,449) | $84,781 | | 2022 | PEO | $8,523,732 | $(5,100,321) | $2,608,474 | $(11,166,139) | | $599,000 | | | Non-PEO NEOs | $1,836,308 | $(1,025,211) | $537,397 | $(1,446,374) | | $55,752 | | 2021 | PEO | $9,199,748 | $(4,700,022) | $6,694,551 | $14,514,792 | | $3,135,059 | | | Non-PEO NEOs | $2,474,388 | $(1,350,182) | $2,029,238 | $1,321,927 | | $186,151 | | 2020 | PEO | $7,370,894 | $(4,500,157) | $6,904,798 | $5,224,388 | | $(558,588) | | | Non-PEO NEOs | $1,640,642 | $(781,373) | $1,198,887 | $331,885 | | $(68,381) |

  100. Pay Versus Performance

    (3)Total shareholder return (“TSR”) is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The Peer Group TSR set forth in this table utilizes the S&P 500 Health Care Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. Historical stock performance is not necessarily indicative of future stock performance. (4)We determined adjusted EBITDA margin, calculated consistent with how the Company reports adjusted EBITDA to the public, divided by the Company’s total net sales, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. This performance measure may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  101. Description of Relationship Between PEO and Other NEO Compensation Actually Paid, Company TSR, and Peer Group TSR

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid, Company TSR, and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the TSR of the S&P 500 Health Care Index over the same period.

  102. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the four most recently completed fiscal years.

  103. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted EBITDA Margin

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted EBITDA Margin The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our adjusted EBITDA margin during the four most recently completed fiscal years.

  104. Director Compensation

    Director Compensation

  105. Director Compensation Features

    Director Compensation Features

  106. Director Compensation Features

    | • Retainers for Board and committee chairs recognize additional responsibility associated with leadership roles | | • Differentiating committee chair retainers based on time commitment and expertise associated with each role is majority practice | | • Annual equity grants with one-year vesting allow directors to accumulate meaningful ownership and prevent the possibility of entrenchment | | • Dollar-denominated equity awards provide for the delivery of consistent compensation levels on an annual basis regardless of price volatility | | • Compensation provided solely in the form of equity and cash with equity representing at least 50% of total value | | • Robust stock ownership guideline of 5x Board cash retainer aligns director and stockholder interests | | • No meeting fees, except for payments in excess of a threshold number of meetings to account for higher workloads | | • Absence of retirement or benefit programs avoids conflicts of interest |

  107. Director Compensation Philosophy

    Director Compensation Philosophy We use a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board and the Compensation Committee are guided by the following principles: •compensation should fairly pay directors for work required in a company of our size and scope, and differentiate among directors where appropriate to reflect different levels of responsibilities; •a significant portion of the total compensation should be paid in stock-based awards to align directors’ interests with the long-term interests of our stockholders; and •the structure of the compensation program should be simple and transparent.

  108. Process for Setting Director Compensation

    Process for Setting Director Compensation Non-employee director compensation levels are reviewed by the Compensation Committee each year, and resulting recommendations are presented to the full Board for approval. To help inform its decisions, the Compensation Committee uses an independent compensation consultant to provide information on current developments and practices in director compensation. Under the terms of the 2019 Plan, an annual limit of $700,000 per calendar year applies to the sum of all cash and equity-based awards (calculated based on the grant date fair value of such awards for financial reporting purposes) granted to each non-management director for services as a member of the Board. This annual limit does not apply to compensation (including equity awards and cash compensation) paid to any non-management director who also provides services to Envista outside of such director’s ordinary duties as a director (e.g., as a consultant to the Company) for such other services.

  109. Director Compensation Structure

    Director Compensation Structure Non-employee directors receive an annual cash retainer and an annual equity award of restricted stock units (“RSUs”) for service on the Board, as well as additional cash retainers for the Chair of the Board or chair of a committee, as applicable. Cash retainers are paid in four, equal installments following each quarter of service. The annual equity awards are granted each year immediately following the annual meeting of stockholders. The following table sets forth the cash and equity compensation for non-employee directors in effect during fiscal 2024:

  110. Director Compensation Structure

    | Annual Cash Retainer | $100,000 | | Annual Equity Award | $185,000 | | Board Chair Cash Retainer | $75,000 | | Board Chair Equity Award | $75,000 | | Audit Committee Chair Cash Retainer | $25,000 | | Compensation Committee Chair Cash Retainer | $20,000 | | Nominating and Governance Committee Chair Cash Retainer | $15,000 | | Meeting Fees | $2,000 for each Board and committee meeting attended in excess of 20 meetings (in aggregate) in a calendar year, including meetings of the Finance Committee. |

  111. Director Compensation Structure

    The annual equity award of RSUs vests on the first anniversary of the date of grant, prorated for the first year of service on the Board, with the underlying shares being issued on the vesting date or such later date as selected by the non-employee director in a valid deferral election (or in each case the next business day thereafter if such date is not a business day). Directors are also reimbursed for out-of-pocket expenses, including travel expenses, related to the director’s service on the Board.

  112. Changes to Non-Employee Director Compensation for 2025

    Changes to Non-Employee Director Compensation for 2025 In 2024, the Compensation Committee engaged FW Cook to review and analyze non-employee director compensation. The Consultant presented its report and analysis to the Compensation Committee and compared the Company’s non-employee director compensation program with the pay program in place for non-employee directors at the Company’s peer group companies used for executive officer compensation decisions (see “Compensation Peer Group Analysis” above). FW Cook noted that the Company’s director compensation program is generally consistent with prevailing market practice and the practice of the Company’s peer group, except that per-director total compensation was below the peer group median. FW Cook recommended an increase of $25,000 to the annual equity retainer, from $185,000 to $210,000 to address this gap and to anticipate future market movement. The Compensation Committee considered the recommendations of FW Cook and a number of other factors, including peer group data, and determined to recommend a lower increase to the annual equity retainer, from $185,000 to $200,000. Accordingly, in November 2024, the Compensation Committee recommended to the Board for approval, and the Board approved, an increase to the annual equity award payable to our non-employee directors from $185,000 to $200,000, effective with the annual equity award to be granted in 2025.

  113. Director Summary Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($) (1) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Scott Huennekens | $175,000 | $260,020 | | $435,020 | | Wendy Carruthers | $120,000 | $185,060 | | $305,060 | | Kieran T. Gallahue | $115,000 | $185,060 | | $300,060 | | Barbara B. Hulit | $100,000 | $185,060 | 1,499,345(2) | $1,784,405 | | Vivek Jain | $100,000 | $185,060 | | $285,060 | | Daniel A. Raskas | $100,000 | $185,060 | | $285,060 | | Christine Tsingos | $135,000 | $185,060 | | $320,060 |