DEF 14A of Envista Holdings Corp, Apr 7, 2026

DEF 14A of Envista Holdings Corp

Filed Apr 7, 2026 · FY20250001757073-26-000031

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table provides summary information about the eight directors nominated for election as directors for terms of one year each:

  2. Director Nominees

    | Name | Age | Director Since | Principal Occupation | Current Committee Membership | Independent | Other Current Public Company Boards | | Wendy Carruthers | 57 | 2019 | Former Executive Vice President of Human Resources, Boston Scientific Corporation | Compensation (Chairperson) | Yes | — | | Kieran T. Gallahue | 62 | 2019 | Former Chairman and Chief Executive Officer, CareFusion Corporation | Nominating and Governance (Chairperson) | Yes | 1 | | Scott Huennekens (Chairperson) | 61 | 2019 | Former President and Chief Executive Officer, Hyperfine, Inc. | Audit & Nominating and Governance | Yes | 2 | | Vivek Jain | 54 | 2020 | Chairman and Chief Executive Officer, ICU Medical, Inc. | Compensation & Finance | Yes | 1 | | Paul Keel (CEO) | 56 | 2024 | President and Chief Executive Officer, Envista Holdings Corporation | — | No | — | | J. Andrew Pierce | 52 | 2025 | Group President, MedSurg & Neurotechnology, Stryker Corporation | Audit | Yes | — | | Daniel Raskas | 59 | 2019 | Former Senior Vice President, Corporate Development, Danaher Corporation | Finance & Nominating and Governance | Yes | — | | Christine Tsingos | 67 | 2019 | Former Executive Vice President and Chief Financial Officer, Bio-Rad Laboratories, Inc. | Audit (Chairperson), Compensation & Finance | Yes | 1 |

  3. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth as of March 23, 2026 (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 March 23, 2026. 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.

  4. Directors and Executive Officers

    | | Shares of Common Stock beneficially owned | | | Name of Beneficial Owner | Number of Shares(1) | Percent of Shares(1) | | Veronica Acurio | 19,750(2) | * | | Robert Befidi | 46,809(3) | * | | Wendy Carruthers | 40,160(4) | * | | Kieran T. Gallahue | 34,230(4) | * | | Eric Hammes | 53,709(5) | * | | Scott Huennekens | 55,150(4) | * | | Vivek Jain | 33,165(4) | * | | Paul Keel | 792,692(6) | * | | Mark Nance | 204,375(7) | * | | J. Andrew Pierce | —(4) | * | | Daniel A. Raskas | 34,230(4) | * | | Christine Tsingos | 40,150(4) | * | | All current directors and executive officers as a group (14 persons) | 1,610,588(8) | * |

  5. Directors and Executive Officers

    _________________ * Denotes less than 1% of the outstanding Common Stock on March 23, 2026 (1)Balances credited to each executive officer’s account under the Envista Executive Deferred Incentive Plan (the “EDIP”) (applicable only for Mischa Reis, one of our executive officers), 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 March 23, 2026, are included in the table. See “Employee Benefit Plans—Supplemental Retirement Program” for a description of our ECP and DCP. The incremental number of notional phantom shares of Common Stock credited to a person’s ECP or DCP account is based on the incremental amount of contribution to the person’s 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 March 23, 2026 or upon vesting of Restricted Stock Units (“RSUs”) that vest within 60 days of March 23, 2026. (2)Includes 11,747 shares of Common Stock held by Ms. Acurio, and options to acquire 8,003 shares. (3)Includes 22,051 shares of Common Stock held by Mr. Befidi, options to acquire 22,609 shares, and 2,149 shares attributable to Mr. Befidi’s DCP and ECP account. (4)Includes (i) RSUs that are vested but not released and (ii) RSUs granted to non-employee directors which vest within 60 days of March 23, 2026. 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 and Ms. Carruthers’ total also includes 10 shares of Common Stock. (5)Includes 41,469 shares of Common Stock held by Mr. Hammes, and options to acquire 12,240 shares. (6)Includes 143,881 shares of Common Stock held by Mr. Keel, options to acquire 570,213 shares, 23,745 RSUs that will vest within 60 days of March 23, 2026, and 54,853 options that will vest within 60 days of March 23, 2026. (7)Includes 46,271 shares of Common Stock held by Mr. Nance, options to acquire 147,492 shares, and 10,612 shares attributable to Mr. Nance’s DCP and ECP account. (8)Includes 309,423 shares of Common Stock, options to acquire 951,539 shares, 227,215 RSUs that have vested but are not released until a later date, 23,745 RSUs that will vest within 60 days of March 23, 2026, 54,853 options that will vest within 60 days of March 23, 2026, 29,357 shares attributable to Mr. Reis’ EDIP account, and 14,456 shares attributable to DCP and ECP accounts.

  6. 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.

  7. Principal Stockholders

    | NAME AND ADDRESS | NUMBER OF SHARES BENEFICIALLY OWNED | PERCENT OF CLASS | | The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 | 17,167,767(1) | 10.5% | | BlackRock, Inc. 50 Hudson Yards, New York, NY 10001 | 15,864,543(2) | 9.7% | | Ariel Investments, LLC 200 E. Randolph Street, Suite 2900, Chicago, IL 60601 | 11,359,999(3) | 7.0% | | Morgan Stanley 1585 Broadway, New York, NY 10036 | 10,129,212(4) | 6.2% | | Dimensional Fund Advisors 6300 Bee Cave Road, Building One, Austin, TX 78746 | 9,170,511(5) | 5.6% |

  8. Principal Stockholders

    (1)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. On a Schedule 13G/A filed on March 26, 2026, The Vanguard Group subsequently reported that, due to an internal realignment, it no longer has, or is deemed to have, beneficial ownership over Company securities beneficially owned by various subsidiaries and/or business divisions of subsidiaries. The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with Vanguard, will report beneficial ownership separately (on a disaggregated basis). (2)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. (3)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. (4)The amount shown and the following information is derived from a Schedule 13G filed November 7, 2025 jointly by Morgan Stanley and Atlanta Capital Management Company, LLC (“Atlanta Capital”), which sets forth their respective beneficial ownership as of September 30, 2025. According to the Schedule 13G, Morgan Stanley has shared voting power over 9,094,952 shares and shared dispositive power over 9,706,708 shares and Atlanta Capital has shared voting power over 8,134,698 shares and shared dispositive power over 8,666,417 shares. (5)The amount shown and the following information is derived from a Schedule 13G filed July 15, 2025 by Dimensional Fund Advisors LP., which sets forth its beneficial ownership as of June 30, 2025. According to the Schedule 13G, Dimensional Fund Advisors LP. has sole voting power over 8,975,641 shares and sole dispositive power over 9,170,511 shares.

  9. Proposal 1. Election of Directors

    Proposal 1. Election of Directors

  10. Election of Directors

    Election of Directors At the Annual Meeting, stockholders will be asked to elect Paul Keel, Wendy Carruthers, Kieran Gallahue, Scott Huennekens, Vivek Jain, J. Andrew Pierce, 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 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. We have set forth below information as of March 23, 2026 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.

  11. Director Nominees

    Director Nominees

  12. Director Nominees

    | Wendy Carruthers | Director since: 2019 | Other Current Public Company Directorships: None | | Age: 57 | Independent | Board Committees: Compensation (Chair) |

  13. Director Nominees

    •Boston Scientific Corporation, a publicly traded medical device manufacturer: ◦Executive Vice President of Human Resources from February 2022 until February 2025 ◦Senior Vice President of Human Resources from December 2012 until February 2022 ◦Various Human Resources roles from 2004 until 2012, including Vice President of Human Resources for Europe, Middle East and Africa •Fellow of Chartered Institute of Personnel and Development (CIPD) Director Qualifications: •Deep knowledge and expertise in the areas of executive compensation and talent management •Long tenure as the head of the Human Resources function at a Fortune 500 company •International business background

  14. Director Nominees

    | Kieran T. Gallahue | Director since: 2019 | Other Current Public Company Directorships: Edwards Lifesciences | | Age: 62 | Independent | Board Committees: Nominating and Governance (Chair) |

  15. Director Nominees

    Background: •CareFusion Corporation, a global medical technology company (publicly traded until its acquisition by Becton, Dickinson and Company in March 2015): ◦Chairman and Chief Executive Officer from 2011 until 2015 •ResMed Inc., a publicly traded medical technology company: ◦Chief Executive Officer from 2008 to 2011 ◦President from 2004 to 2011 ◦President and Chief Operating Officer, Americas, from 2003 to 2004 •Current Board Member and Audit Committee Member of Edwards Lifesciences Corp., a publicly traded medical device manufacturer. •Previously Held Public Company Directorships: Arena Pharmaceuticals, Inc., Intersect ENT, Inc. (Chair), CareFusion Corporation (Chair), Volcano Corporation, and ResMed Inc. •Served on the Board and Executive Committee of Advanced Medical Technology Association (AdvaMed), a medical device trade association Director Qualifications: •Public company Chairman and CEO experience •Extensive experience on other public company boards over the past 18 years brings valuable insights to our Board and governance •Deep knowledge of the medical device industry and related fields

  16. Director Nominees

    | Scott Huennekens | Director since: 2019 | Other Current Public Company Directorships: QuidelOrtho Corporation and NeuroPace, Inc. | | (Chairperson) | | | | Age: 61 | Independent | Board Committees: Audit & Nominating and Governance |

  17. Director Nominees

    •President and Chief Executive Officer of Hyperfine, Inc., a publicly traded medical technology company, from July 2022 until October 2022 •President, Chief Executive Officer, and Chairman of Verb Surgical, Inc., a medical equipment manufacturer, from August 2015 to January 2019 •President and Chief Executive Officer of Volcano Corporation, a medical device company (publicly traded until its acquisition by Royal Philips in 2015), from 2002 until February 2015 •Current Board Member and Compensation Committee Member of QuidelOrtho Corporation, a publicly traded global provider of diagnostic solutions •Current Board Member and Audit Committee Member of NeuroPace, Inc., a publicly traded medical device company •Previously Held Public Company Directorships: NuVasive, Inc., Hyperfine, Inc. (Chair), Acutus Medical, Inc. (Chair), ViewRay, Inc., Reva Medical Inc., EndoChoice Holdings, Volcano Corporation, and Bellerophon Therapeutics Inc. Director Qualifications: •Public company Chairman and CEO experience •Extensive background and leadership in the medical device field •Expertise and leadership through many public company board directorships

  18. Director Nominees

    | Vivek Jain | Director since: 2020 | Other Current Public Company Directorships: ICU Medical, Inc. | | Age: 54 | Independent | Board Committees: Compensation & Finance |

  19. Director Nominees

    Background: •Chairman and Chief Executive Officer of ICU Medical, Inc., a publicly traded global medical technology company specializing in infusion therapy, since February 2014 •CareFusion Corporation, a global medical technology company (publicly traded until its acquisition by Becton, Dickinson and Company in March 2015): ◦President of Procedural Solutions from 2011 to February 2014 ◦President, Medical Technologies and Services, from September 2009 to 2011 •Executive Vice President-Strategy and Corporate Development of Cardinal Health, Inc., a publicly traded health care services company, from June 2007 until August 2009 •Senior Vice President, Business Development and M&A for the Philips Medical Systems business of Koninklijke Philips Electronics N.V., a publicly traded electronics company, from 2006 to August 2007 •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. Director Qualifications: •Sitting public company Chairman and CEO •Extensive background in medical technology and healthcare •Deep finance and investment expertise

  20. Director Nominees

    | Paul Keel | Director since: 2024 | Other Current Public Company Directorships: None | | Age: 56 | | Board Committees: None |

  21. Director Nominees

    •President and Chief Executive Officer of the Company since May 2024 •Chief Executive Officer of Smiths Group plc, a global technology company and FTSE constituent, from May 2021 to March 2024 •3M Company, a publicly traded multinational conglomerate: ◦Group President, Consumer Business Group, March 2019 to August 2020 ◦President, 3M Medical Solutions ◦President, 3M Unitek/3M Oral Care ◦Various senior leadership positions from 2004 through August 2020 Director Qualifications: •Public company CEO experience •Extensive experience in senior leadership positions at global companies •Deep operational experience in the medical and oral care markets

  22. Director Nominees

    | J. Andrew Pierce | Director since: 2025 | Other Current Public Company Directorships: None | | Age: 52 | Independent | Board Committees: Audit |

  23. Director Nominees

    Background: •Stryker Corporation, a publicly traded global medical technology company: ◦Group President, MedSurg & Neurotechnology, since August 2019 ◦Group President, MedSurg from 2018 to 2019 ◦President, Endoscopy from 2013 to 2018 ◦Vice President and General Manager, Surgical and Neuro Spine ENT from 2011 to 2013 ◦Vice President and General Manager, Surgical from 2009 to 2011 ◦Vice President and General Manager, Stryker Craniomaxillofacial from 2008 to 2009 ◦Various other leadership roles within Stryker from 1996 Director Qualifications: •Deep knowledge of the medical technology industry •Substantial portfolio management experience •Long tenure at a Top 25 healthcare and Fortune 500 company

  24. Director Nominees

    | Daniel A. Raskas | Director since: 2019 | Other Current Public Company Directorships: None | | Age: 59 | Independent | Board Committees: Finance & Nominating and Governance |

  25. Director Nominees

    Background: •Danaher Corporation, a publicly traded global life sciences and diagnostics company: ◦Senior Vice President, Corporate Development from 2010 to April 2025 ◦Vice President, Corporate Development from 2004 to 2010 •Managing Director for Thayer Capital Partners, a private equity investment firm, prior to joining Danaher •Co-Founder of W50 LLC, a strategy and M&A consulting company Director Qualifications: •Deep experience in strategy, acquisitions and capital allocation •Long tenure in a senior leadership role at a Fortune 500 company •Expertise with the Danaher Business System, upon which EBS is based

  26. Director Nominees

    | Christine Tsingos | Director since: 2019 | Other Current Public Company Directorships: Varex Imaging Corporation | | Age: 67 | Independent | Board Committees: Audit (Chair), Compensation & Finance |

  27. Director Nominees

    •Executive Vice President and Chief Financial Officer of Bio-Rad Laboratories, Inc., a publicly traded manufacturer of life science research and clinical diagnostics products, from 2002 to May 2019 •Prior to 2002, Ms. Tsingos held executive positions at Autodesk, Inc., The Cooper Companies, Inc. and Attest Systems, Inc. •Board member, Audit Committee Chair, and Compensation Committee member of Varex Imaging Corporation, a publicly traded X-ray imaging systems company •Previously Held Public Company Directorships: Onto Innovation Inc. (Audit Committee Chair and member of the Compensation Committee) and Telesis Bio Inc. (Audit Committee Chair) Director Qualifications: •Over 25 years of public company experience with deep finance and accounting leadership •Expertise in finance, operations, and financial reporting matters •Substantial public company audit committee chair experience

  28. Director Nominees

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

  29. 2025 Key Executive Compensation Decisions

    2025 Key Executive Compensation Decisions •Three of our NEOs received base salary increases, after two straight years of no increases, in order to address competitive market gaps. •Our NEOs did not receive an increase in target annual cash incentive compensation for the third straight year, other than Mr. Nance, who received an increase in 2024. •Reflective of our strong pay-for-performance philosophy, our NEOs received at least 50% of their annual long-term incentive compensation in the form of performance-based equity awards and 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. •Our NEOs received annual cash incentive payments ranging from 117% to 187% of target based on personal performance and corporate and operating company performance against the 2025 Incentive Compensation Plan objectives. •Our performance stock units (“PSUs”) covering the 2023-2025 performance period did not pay out (0% of target) as a result of below threshold performance against our three-year adjusted EBITDA margin and core growth targets which were set in 2023.

  30. 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 challenging 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 that 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 lasting 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 our 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 Company’s 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 our stock price and through 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.

  31. Analysis of 2025 Executive Compensation

    Analysis of 2025 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 72% for our other NEOs. In 2025, annual long-term incentives were awarded 60% in PSUs, 20% in stock options and 20% in time-based RSUs for Mr. Keel and 50% in PSUs, 25% in stock options and 25% in 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 - 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 our stockholder interests as follows:

  32. Analysis of 2025 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 that recognizes day-to-day individual contributions. •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). •Support corporate objectives (e.g., relocation and tax equalization benefits). |

  33. Annual Incentive Compensation

    Annual Incentive Compensation

  34. 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 goals relating to our business and the participant’s personal performance. In 2025, the target bonus for each NEO was equal to the executive’s base salary as of December 31, 2025 multiplied by the relevant target award percentage for such NEO. The 2025 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. Individual payouts under the ICP are subject to a cap of 200% of the individual’s ICP target. The diagram below illustrates the 2025 annual incentive award opportunities: Our approach to 2025 incentive design emphasizes company-wide financial results and teamwork while also rewarding business financial results and progress against personal objectives and strategic priorities. For example, financial achievement for our operating company leaders is based on operating company financial performance and overall Envista financial performance, equally weighted (refer to “Company Financial Factor” discussion below for more detail). In establishing annual incentive award opportunities for 2025, our Compensation Committee used the same performance metrics and weights used in 2024 for annual incentive compensation. 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.

  35. Company Financial Factor (“CFF”)

    | Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual 2025 | Achievement | Weight | Payout/ Weighted Achievement | | Core Sales Growth (YoY %) | —% | 2.5% | 5.5% | 6.5% | 200.0% | 50.0% | 100.0% | | Adjusted EBITDA Margin (%) | 13.5% | 14.5% | 17.5% | 13.7% | 58.5% | 40.0% | 23.4% | | Adjusted Free Cash Flow to Adjusted Net Income Ratio | 85.0% | 105.0% | 135.0% | 114.3% | 130.8% | 10.0% | 13.1% | | Envista CFF | | | | | | | 136.5% |

  36. Company Financial Factor (“CFF”)

    | Metric | Achievement | Weight | Payout/Weighted Achievement | | Core Sales Growth | 200.0% | 30.0% | 60.0% | | Operating Profit | 193.0% | 60.0% | 115.8% | | Working Capital Turnover | —% | 10.0% | —% | | Orthodontics CFF | | | 175.8% |

  37. Company Financial Factor (“CFF”)

    | Metric | Achievement | Weight | Payout/Weighted Achievement | | Core Sales Growth | 127.1% | 30.0% | 38.1% | | Operating Profit | 65.0% | 60.0% | 39.0% | | Working Capital Turnover | 200.0% | 10.0% | 20.0% | | Diagnostics CFF | | | 97.0% |

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

    Personal Performance Factor (“PPF”) & Individual Payouts Following the end of 2025, the Compensation Committee used its judgment and the recommendations of Mr. Keel to determine for each executive a PPF between 0% and 150%. The PPF for each NEO is based on (i) achievement compared to personal performance objectives tied to growth, operations and people and (ii) alignment with our CIRCLe values, each comprising 50% of the performance rating. The Compensation Committee assigned a PPF of 110% for Mr. Keel. With respect to the other NEOs, the average PPF assigned by the Compensation Committee was 110%. 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 bonus percentages for our NEOs (expressed as a percentage of base salary) were as follows: Mr. Keel, 150%; Mr. Hammes, 75%; Mr. Nance, 70%; Ms. Acurio, 70%; and Mr. Befidi, 70%. The target bonus dollar amounts, relevant CFF and PPF for each NEO resulted in the following payouts for 2025:

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

    | NAMED EXECUTIVE OFFICER | 2025 TARGET ($) | WEIGHTED CFF(1) | PPF | 2025 PAYOUT (% OF TARGET) | 2025 PAYOUT ($) | | Paul Keel | $1,650,000 | 137% | 1.1 | 151% | $2,486,550 | | Eric Hammes | $450,000 | 137% | 1.2 | 164% | $739,800 | | Mark Nance | $402,500 | 137% | 1.0 | 137% | $551,425 | | Veronica Acurio | $385,000 | 156% | 1.2 | 187% | $720,720 | | Robert Befidi | $402,500 | 117% | 1.0 | 117% | $470,925 |

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

    (1)For Messrs. Keel, Hammes and Nance, the weighted CFF is solely based on the CFF for all of Envista (137%). For Ms. Acurio, the weighted CFF is based 50% on the CFF for Orthodontics (176%) and 50% on the CFF for all of Envista (137%). For Mr. Befidi, the weighted CFF is based 50% on the CFF for Diagnostics (97%) and 50% on the CFF for all of Envista (137%).

  41. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  42. Annual Equity Awards

    Annual Equity Awards The annual equity awards granted to our NEOs are intended to align their 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 for 2025 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:

  43. Annual Equity Awards

    | FORM OF AWARD | KEY TERMS | | PSUs | • Contingent on core sales growth rate and adjusted EBITDA margin, subject to further adjustment by the Company’s relative TSR versus S&P 400 Health Care Sector Index over a three-year performance period. | | 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. |

  44. 2025 Annual Equity Awards

    2025 Annual Equity Awards On February 25, 2025, our Compensation Committee granted annual equity awards to the NEOs, as follows:

  45. 2025 Annual Equity Awards

    | NAMED EXECUTIVE OFFICER | VALUE OF AWARD(1) | TARGET PSUs | STOCK OPTIONS(2) | TIME-BASED RSUs | | Paul Keel | $6,800,000 | 181,985 | 153,660 | 65,830 | | Eric Hammes | $1,300,000 | 28,995 | 36,720 | 15,735 | | Mark Nance | $1,500,000 | 33,455 | 42,370 | 18,155 | | Veronica Acurio | $850,000 | 18,960 | 24,010 | 10,290 | | Robert Befidi | $850,000 | 18,960 | 24,010 | 10,290 |

  46. 2025 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 2025” 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 $20.66, the closing price of our Common Stock on the date of grant. 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, and subject to further adjustment upward or downward of up to 25% based on 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; the payout is capped at 200% regardless of the TSR modifier. 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, as reported in our public filings, 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 achievable with strong management performance.

  47. 2023-2025 PSU Program Results and Payout Equity Awards

    2023-2025 PSU Program Results and Payout Equity Awards In February 2023, our Compensation Committee approved the 2023-2025 PSU award (the “2023-2025 PSUs”) with three-year performance targets established at grant. The PSUs were to vest based on performance against two independent financial metrics, equally weighted: adjusted EBITDA margin and core growth, determined based on the three-year average of performance during the performance period. The number of PSUs earned, would be further adjusted upward or downward 25% based on the Company’s three-year TSR percentile rank relative to the Standard & Poor’s 400 Health Care Section Index (subject to a maximum payout of 200% of the target number of PSUs granted), as shown on the table below. The Compensation Committee determined these metrics and their associated weighting provided an appropriate balance between long-term top-line revenue growth and profitability and share price performance.

  48. 2023-2025 PSU Program Results and Payout Equity Awards

    | Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual 2025 | Achievement | Weight | Payout | | Core Sales Growth | 2.0% | 4.0% | 6.0% | 1.5% | 0.0% | 50.0% | 0.0% | | Adjusted EBITDA Margin (%) | 20.0% | 21.0% | 22.0% | 14.5% | 0.0% | 50.0% | 0.0% | | | Threshold (-25% Modifier) | Target (0% Modifier) | Maximum (25% Modifier) | Actual 2025 | Achievement | Weight | Modifier | | Relative TSR | 25th Percentile or lower | 40th-60th Percentile | 75th Percentile or greater | 24th Percentile | (25.0)% | Modifier | N/A | | Envista PSU Payout | | | | | | | 0.0% |

  49. 2023-2025 PSU Program Results and Payout Equity Awards

    Adjusted EBITDA margin excludes expenses for the integration of acquired businesses, the impact and results of businesses classified as assets held-for-sale and businesses divested, and other one-time charges and other events, subject to the discretion of the Compensation Committee. Core growth is calculated on a currency neutral basis excluding the first-year impact of any acquisition and the impact of any divestitures. Relative TSR achievement against the peer group was at the 24th percentile, which would have adjusted downward any payout by 25%, if such financial measures had resulted in a payout. The Compensation Committee determined that 0% vesting of the 2023-2025 PSUs was aligned with financial performance during the three-year performance period and did not approve any vesting of the 2023-2025 PSUs.

  50. 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 (“DCP”), which also covers other senior employees. All of our NEOs are also eligible to participate in our Excess Contribution Program (“ECP”), which provides excess matching and non-elective contributions in Envista notional shares. Effective January 1, 2025, the ECP was frozen and is now part of the DCP, as amended and restated effective January 1, 2025. 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.

  51. 2026 Executive Compensation Developments

    | NAMED EXECUTIVE OFFICER | 2025 LTI VALUE | 2026 LTI VALUE | PERCENTAGE INCREASE | | Paul Keel | $6,800,000 | $7,200,000 | 5.9% | | Eric Hammes | $1,300,000 | $1,900,000 | 46.2% | | Mark Nance | $1,500,000 | $1,500,000 | —% | | Veronica Acurio | $850,000 | $900,000 | 5.9% | | Robert Befidi | $850,000 | $900,000 | 5.9% |

  52. 2026 Executive Compensation Developments

    •Granted annual equity awards to our NEOs on February 25, 2026, consisting of PSUs, stock options and time-based RSUs based on the same weighting as 2025. The PSUs will vest based on performance against two independent financial metrics, equally weighted: adjusted EPS and core growth, determined based on the three-year average of performance during the performance period. Stock options and time-based RSUs continue to vest ratably over a three-year period.

  53. 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: •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, with revenue and market capitalization being the two primary metrics). •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 June 2025, FW Cook reviewed the Company’s peer group and recommended the following changes: removal of Patterson Companies, Inc., which was acquired in April 2025, and STERIS plc, which divested its dental segment in 2024 and its market capitalization was no longer in the targeted range of Envista’s peers. Based on the recommendations of FW Cook, our Compensation Committee adopted a compensation peer group consisting of the following companies:

  54. Compensation Peer Group Analysis

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

  55. Compensation Peer Group Analysis

    While our Compensation Committee considers the data from the peer group helpful in assessing our competitive position, the 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.

  56. 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. 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 2025, the Company granted stock options to our NEOs on February 25, 2025 as part of the annual equity awards, consistent with prior practice. The Company did not award any stock options to any of the NEOs in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report.

  57. Risk Considerations and Review of Executive Compensation Practices

    | ATTRIBUTE | RISK-MITIGATING EFFECT | | Incentive compensation programs feature multiple, complementary performance measures aligned with business strategy and feature a payout cap of 200% of an individual’s target incentive opportunity | 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. PSUs 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. |

  58. 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 2025, 2024 and 2023, as applicable.

  59. 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 | 2025 | $1,100,000 | $— | $5,440,152 | $1,360,045 | $2,486,550 | $172,820(6) | $10,559,567 | | | 2024 | $689,616(7) | $281,466 | $10,700,076 | $10,700,093 | $1,086,144 | $368,578 | $23,825,973 | | Eric Hammes Chief Financial Officer | 2025 | $592,308 | $— | $975,153 | $325,009 | $739,800 | $13,700(8) | $2,645,970 | | | 2024 | $214,519(7) | $1,020,000 | $1,200,073 | $— | $168,934 | $238,913 | $2,842,439 | | Mark Nance, SVP and General Counsel | 2025 | $559,615 | $— | $1,125,143 | $375,017 | $551,425 | $33,986(9) | $2,645,186 | | | 2024 | $525,000 | $— | $1,062,766 | $1,052,374 | $424,463 | $39,275 | $3,103,878 | | | 2023 | $525,000 | $— | $712,534 | $237,650 | $— | $67,956 | $1,543,140 | | Veronica Acurio President, Orthodontics | 2025 | $550,000 | $— | $637,674 | $212,513 | $720,720 | $52,197(10) | $2,173,104 | | Robert Befidi President, Diagnostics | 2025 | $567,308 | $— | $637,674 | $212,513 | $470,925 | $47,847(9) | $1,936,267 | | | 2024 | $550,000 | $— | $637,684 | $777,905 | $334,950 | $13,800 | $2,314,339 |

  60. 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:

  61. Summary Compensation Table

    | | | AMOUNT OF SALARY DEFERRED INTO PLAN | | | AMOUNT OF NON-EQUITY INCENTIVE COMPENSATION DEFERRED INTO PLAN | | | | NAME | PLAN | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | Paul Keel | DCP | $— | $— | $— | $— | $— | $— | | Eric Hammes | DCP | $— | $— | $— | $— | $— | $— | | Mark Nance | DCP | $39,173 | $— | $52,500 | $— | $— | $43,510 | | Veronica Acurio | DCP | $— | $— | $— | $— | $— | $— | | Robert Befidi | DCP | $— | $— | $— | $— | $— | $— |

  62. 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 2025” 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 15 to the Consolidated Financial Statements for the 2025 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) and ECP contributions made to our NEOs’ accounts for 2025, which are included in “All Other Compensation.” ECP contributions are in Company stock and are converted to notional phantom shares by dividing the relevant closing price of the Company’s stock.

  63. Summary Compensation Table

    | NAME | COMPANY 401(K) CONTRIBUTIONS ($) | COMPANY ECP CONTRIBUTIONS ($) | | Paul Keel | $13,800 | $— | | Eric Hammes | $12,065 | $— | | Mark Nance | $14,184 | $19,802 | | Veronica Acurio | $13,800 | $— | | Robert Befidi | $24,228 | $23,619 |

  64. Summary Compensation Table

    (6)Includes $84,042 in relocation costs and $74,979 for the related gross-up, and the 401(k) Company contribution detailed in Footnote 5. (7)Represents the pro-rated amount of base salary earned from the respective NEO’s start date in 2024. (8)Includes $1,109 in relocation costs and $526 for the related gross-up, and the 401(k) Company contribution detailed in Footnote 5. (9)Includes the 401(k) and ECP Company contributions detailed in Footnote 5. (10)Includes $25,822 in relocation costs and $12,576 for the related gross-up, and the 401(k) Company contribution as detailed in Footnote 5.

  65. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 The following table sets forth certain information regarding grants of plan-based awards to our NEOs in 2025 under our compensation programs and plans.

  66. Grants of Plan-Based Awards for Fiscal 2025

    | 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 (#)(5) | TARGET (#) | MAXIMUM (#) | | | | | | Paul Keel | Annual cash incentive compensation | | $825,000 | $1,650,000 | $3,300,000 | — | — | — | — | — | — | — | | | Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 153,660 | $20.66 | $1,360,045 | | | Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 65,830 | — | — | $1,360,048 | | | Performance stock units (Annual) | 2/25/2025 | — | — | — | 90,993 | 181,985 | 363,970 | — | — | — | $4,080,104 | | Eric Hammes | Annual cash incentive compensation | | $225,000 | $450,000 | $900,000 | — | — | — | — | — | — | — | | | Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 36,720 | $20.66 | $325,009 | | | Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 15,735 | — | — | $325,085 | | | Performance stock units (Annual) | 2/25/2025 | — | — | — | 14,498 | 28,995 | 57,990 | — | — | — | $650,068 | | Mark Nance | Annual cash incentive compensation | | $201,250 | $402,500 | $805,000 | — | — | — | — | — | — | — | | | Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 42,370 | $20.66 | $375,017 | | | Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 18,155 | — | — | $375,082 | | | Performance stock units (Annual) | 2/25/2025 | — | — | — | 16,728 | 33,455 | 66,910 | — | — | — | $750,061 | | Veronica Acurio | Annual cash incentive compensation | | $192,500 | $385,000 | $770,000 | — | — | — | — | — | — | — | | | Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 24,010 | $20.66 | $212,513 | | | Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 10,290 | — | — | $212,591 | | | Performance stock units (Annual) | 2/25/2025 | — | — | — | 9,480 | 18,960 | 37,920 | — | — | — | $425,083 | | Robert Befidi | Annual cash incentive compensation | | $201,250 | $402,500 | $805,000 | — | — | — | — | — | — | — | | | Stock options (Annual) | 2/25/2025 | — | — | — | — | — | — | — | 24,010 | $20.66 | $212,513 | | | Restricted stock units (Annual) | 2/25/2025 | — | — | — | — | — | — | 10,290 | — | — | $212,591 | | | Performance stock units (Annual) | 2/25/2025 | — | — | — | 9,480 | 18,960 | 37,920 | — | — | — | $425,083 |

  67. Grants of Plan-Based Awards for Fiscal 2025

    (1)These columns relate to 2025 cash award opportunities under the Company’s annual Incentive Compensation Plan. 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 PSU awards granted under the 2019 Plan. The amounts reported do not give effect to the TSR modifier as discussed under “Long-Term Incentive Compensation” in the CD&A. (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 PSU threshold amounts assume threshold performance is achieved with respect to both the core sales growth and adjusted EBITDA margin performance measures.

  68. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the number of securities underlying outstanding equity awards for each of our NEOs as of December 31, 2025.

  69. Outstanding Equity Awards at 2025 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 | 2/25/2025 | — | 153,660 | — | $20.66 | 2/25/2035 | — | — | — | —(3) | | | 2/25/2025 | — | — | — | — | — | 65,830 | $1,429,169 | — | —(4) | | | 2/25/2025 | — | — | — | — | — | — | — | 181,985 | $3,950,894(5) | | | 8/25/2024 | — | — | 485,680 | $18.70 | 8/25/2034 | — | — | — | —(6) | | | 5/25/2024 | 464,140 | 232,070 | — | $18.25 | 5/25/2034 | — | — | — | —(7) | | | 5/25/2024 | 54,853 | 109,707 | — | $18.25 | 5/25/2034 | — | — | — | —(3) | | | 5/25/2024 | — | — | — | — | — | 47,490 | $1,031,008 | — | —(4) | | | 5/25/2024 | — | — | — | — | — | 100,457 | $2,180,921 | — | —(8) | | | 5/25/2024 | — | — | — | — | — | — | — | 102,633 | $2,228,162(9) | | Eric Hammes | 2/25/2025 | — | 36,720 | — | $20.66 | 2/25/2035 | — | — | — | —(3) | | | 2/25/2025 | — | — | — | — | — | 15,735 | $341,607 | — | —(4) | | | 2/25/2025 | — | — | — | — | — | — | — | 28,995 | $629,481(5) | | | 8/25/2024 | — | — | — | — | — | 42,784 | $928,841 | — | —(4) | | Mark Nance | 2/25/2025 | — | 42,370 | — | $20.66 | 2/25/2035 | — | — | — | —(3) | | | 2/25/2025 | — | — | — | — | — | 18,155 | $394,145 | — | —(4) | | | 2/25/2025 | — | — | — | — | — | — | — | 33,455 | $726,308(5) | | | 2/25/2024 | 9,880 | 19,760 | — | $22.65 | 2/25/2034 | — | — | — | —(3) | | | 2/25/2024 | — | — | — | — | — | 8,464 | $183,753 | — | —(4) | | | 2/25/2024 | — | — | — | — | — | 5,890 | $127,872 | — | —(4) | | | 8/25/2024 | — | — | 95,240 | $18.70 | 8/25/2034 | — | — | — | —(6) | | | 2/25/2024 | — | — | — | — | — | — | — | 11,675 | $253,464(9) | | | 2/25/2023 | 9,940 | 4,970 | — | $38.25 | 2/25/2033 | — | — | — | —(3) | | | 2/25/2023 | — | — | — | — | — | 2,070 | $44,940 | — | —(4) | | | 2/25/2023 | — | — | — | — | — | — | — | 5,640 | $122,444(10) | | | 2/25/2022 | 12,940 | — | — | $48.52 | 2/25/2032 | — | — | — | —(3) | | | 2/25/2021 | 34,610 | — | — | $37.94 | 2/25/2031 | — | — | — | —(3) | | | 2/25/2020 | 33,432 | — | — | $26.50 | 2/25/2030 | — | — | — | —(11) | | | 7/15/2019 | 17,717 | — | — | $27.05 | 7/15/2029 | — | — | — | —(11) | | Veronica Acurio | 2/25/2025 | — | 24,010 | — | $20.66 | 2/25/2035 | — | — | — | —(3) | | | 2/25/2025 | — | — | — | — | — | 10,290 | $223,396 | | (4) | | | 2/25/2025 | — | — | — | — | — | | | 18,960 | $411,622(5) | | | 8/25/2024 | — | — | — | — | — | 30,304 | $657,900 | — | —(4) | | Robert Befidi | 2/25/2025 | — | 24,010 | — | $20.66 | 2/25/2035 | — | — | — | —(3) | | | 2/25/2025 | — | — | — | — | — | 10,290 | $223,396 | — | —(4) | | | 2/25/2025 | — | — | — | — | — | — | — | 18,960 | $411,622(5) | | | 2/25/2024 | 7,303 | 14,607 | — | $22.65 | 2/25/2034 | — | — | — | —(3) | | | 2/25/2024 | — | — | — | — | — | 6,257 | $135,839 | — | —(4) | | | 8/25/2024 | — | — | 70,400 | $18.70 | 8/25/2034 | — | — | — | —(6) | | | 2/25/2024 | — | — | — | — | — | — | — | 8,630 | $187,357(9) | | | 8/25/2023 | — | — | — | — | — | 11,287 | $245,041 | — | —(4) |

  70. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)Market value is calculated based on the closing price of our Common Stock on December 31, 2025, the last trading day of the year, as reported on the NYSE ($21.71 per share), times the number of unvested shares. (2)The amounts shown represent the threshold amount of the PSUs for the 2023-2025 performance cycle, for the 2024-2026 performance cycle, and target for the 2025-2027 performance cycle. The 2023-2025 performance cycle PSUs did not pay out as a result of actual performance below the threshold level. See “Long-Term Incentive Compensation” in the CD&A. (3)One-third of the options granted become exercisable on each of the first, second and third anniversaries of the grant date. (4)One-third of the RSUs granted vests on each of the first, second and third anniversaries of the grant date. (5)The PSUs vest, if at all, upon the certification by the Compensation Committee of the performance conditions after the end of the 2025-2027 performance period, based on actual performance. (6)The Performance Stock Options vest on the third anniversary of the grant date. The stock price performance condition was met on March 6, 2026. (7)One-third of the options granted vested 6 months after the grant date and one-third become exercisable on each of the first and second anniversary of the first vesting date. (8)One-third of the RSUs granted vested 6 months after the grant date and one-third become vested on each of the first and second anniversary of the first vesting date. (9)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. (10)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. The 2023-2025 performance cycle PSUs did not pay out as a result of actual performance below the threshold level. See “Long-Term Incentive Compensation” in the CD&A. (11)20% of the options granted become exercisable on each of the first five anniversaries of the grant date.

  71. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025 The following table summarizes stock option exercises and the vesting of RSU awards with respect to our NEOs in 2025.

  72. Option Exercises and Stock Vested During Fiscal 2025

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | Paul Keel | — | $— | 124,202 | $2,441,316 | | Eric Hammes | — | $— | 21,391 | $451,778 | | Mark Nance | — | $— | 13,058 | $269,778 | | Veronica Acurio | — | $— | 15,151 | $319,989 | | Robert Befidi | — | $— | 14,415 | $303,006 |

  73. Option Exercises and Stock Vested During Fiscal 2025

    (1)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).

  74. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The table below sets forth for each NEO information regarding participation in the DCP and ECP. There were no withdrawals by or distributions to any of the NEOs from these plans in 2025.

  75. 2025 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 | $39,173 | $19,802 | $92,990 | $802,587 | | Robert Befidi | DCP/ECP | $— | $23,619 | $1,370 | $24,988 | | Veronica Acurio | DCP/ECP | $— | $— | $— | $— |

  76. 2025 Nonqualified Deferred Compensation

    (1)Contributions to the DCP relate to deferrals from the executive’s 2025 salary. (2)The amounts set forth in this column are included as 2025 compensation under the “All Other Compensation” column in the Summary Compensation Table. (3)Earnings represent returns on investments on the benchmark investment alternatives offered under the program. 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 as applicable. Company contributions are included in the “All Other Compensation” column in the Summary Compensation Table in the year in which they were made.

  77. Potential Payments Upon Termination or Change-of-Control as of 2025 Fiscal Year-End

    Potential Payments Upon Termination or Change-of-Control as of 2025 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, 2025. The amounts set forth below assume that the triggering event occurred on December 31, 2025. 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 specified terminations without cause and resignations with good reason occurring within 24 months following 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, 2025, the last trading day of the year ($21.71 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 DCP/ECP (except that under the DCP/ECP, if an employee’s employment terminates as a result of gross misconduct, the DCP/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, 2025.

  78. Potential Payments Upon Termination or Change-of-Control as of 2025 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 | $— | $2,805,788 | $— | $2,805,788 | | | Acceleration of unvested RSUs | $— | $4,641,099 | $— | $3,913,510 | | | Acceleration of unvested PSUs | $— | $8,407,198 | $— | $5,773,275 | | | Acceleration of unvested DCP Balance | $— | $— | $— | $— | | | Benefits continuation(2) | $36,031 | $36,031 | $— | $— | | | Cash severance(2) | $7,760,500 | $8,525,000 | $— | $— | | | Total: | $7,796,531 | $24,415,116 | $— | $12,492,573 | | Eric Hammes | Acceleration of unvested stock options | $— | $38,556 | $— | $38,556 | | | Acceleration of unvested RSUs | $— | $1,270,447 | $— | $982,833 | | | Acceleration of unvested PSUs | $— | $629,481 | $— | $209,827 | | | Acceleration of unvested DCP Balance | $— | $— | $— | $— | | | Benefits continuation(2) | $23,883 | $35,824 | $— | $— | | | Cash severance(2) | $1,666,500 | $2,025,000 | $— | $— | | | Total: | $1,690,383 | $3,999,308 | $— | $1,231,216 | | Mark Nance | Acceleration of unvested stock options | $— | $331,161 | $— | $331,161 | | | Acceleration of unvested RSUs | $— | $750,710 | $— | $523,645 | | | Acceleration of unvested PSUs | $— | $1,478,125 | $— | $824,958 | | | Acceleration of unvested DCP Balance | $— | $— | $— | $20,950 | | | Benefits continuation(2) | $8,093 | $12,140 | $— | $— | | | Cash severance(2) | $1,528,925 | $1,868,750 | $— | $— | | | Total: | $1,537,018 | $4,440,886 | $— | $1,700,714 | | Veronica Acurio | Acceleration of unvested stock options | $— | $25,211 | $— | $25,211 | | | Acceleration of unvested RSUs | $— | $881,296 | $— | $684,799 | | | Acceleration of unvested PSUs | $— | $411,622 | $— | $137,207 | | | Acceleration of unvested DCP balance | $— | $— | $— | $— | | | Benefits continuation(2) | $27,117 | $40,676 | $— | $— | | | Cash severance(2) | $1,535,600 | $1,787,500 | $— | $— | | | Total: | $1,562,717 | $3,146,305 | $— | $847,217 | | Robert Befidi | Acceleration of unvested stock options | $— | $237,115 | $— | $237,115 | | | Acceleration of unvested RSUs | $— | $604,276 | $— | $494,793 | | | Acceleration of unvested PSUs | $— | $786,336 | $— | $387,024 | | | Acceleration of unvested DCP Balance | $— | $— | $— | $24,988 | | | Benefits continuation(2) | $21,526 | $32,288 | $— | $— | | | Cash severance(2) | $1,448,425 | $1,868,750 | $— | $— | | | Total: | $1,469,951 | $3,528,765 | $— | $1,143,920 |

  79. Potential Payments Upon Termination or Change-of-Control as of 2025 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 DCP, upon a participant’s death, the unvested portion of the Company contributions that have been credited to the participant’s 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.

  80. 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 2025. Mr. Keel’s annual total compensation for 2025 was $10,559,567 as reflected in the Summary Compensation Table on page 45. The 2025 annual total compensation for the 2023 Median Employee, calculated in the same manner, was estimated to be $57,572. Therefore, our CEO to median employee pay ratio for 2025 is approximately 183 to 1.

  81. 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.

  82. 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) | | 2025 | $— | $— | $10,559,567 | $14,254,917 | $2,350,132 | $2,832,791 | $64 | $136 | $47.0 | 13.7% | | 2024 | $8,916,147 | $4,211,172 | $23,825,973 | $22,798,643 | $2,374,526 | $1,830,036 | $57 | $121 | $(1,118.6) | 11.8% | | 2023 | $7,059,325 | $(1,816,558) | $— | $— | $1,675,659 | $(222,491) | $71 | $120 | $(100.2) | 18.1% | | 2022 | $8,523,732 | $(4,535,253) | $— | $— | $1,836,308 | $(42,128) | $100 | $120 | $243.1 | 20.1% | | 2021 | $9,199,748 | $28,844,127 | $— | $— | $2,474,388 | $4,661,522 | $134 | $124 | $340.5 | 19.7% |

  83. Pay Versus Performance

    (1)The First PEO until May 1, 2024 and for 2023, 2022 and 2021 was Amir Aghdaei. The Second PEO beginning May 1, 2024 and for 2025 was Paul Keel. The non-PEO NEOs for 2022 and 2021 were Howard Yu (Senior Vice President and Chief Financial Officer), Jean-Claude Kyrillos (Senior Vice President of Diagnostics), 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. The non-PEO NEOs for 2025 were Mr. Hammes, Mr. Nance, Ms. Acurio and Mr. Befidi. (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.

  84. 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 | | 2025 | PEO | $10,559,567 | $(6,800,197) | $9,139,533 | $1,553,693 | $— | $(197,679) | | | Non-PEO NEOs | $2,350,132 | $(1,125,174) | $1,448,541 | $129,311 | $— | $29,982 | | 2024 | First PEO | $8,916,147 | $(5,500,191) | $2,723,931 | $(1,018,457) | $— | $(910,258) | | | Second PEO | $23,825,973 | $(21,400,169) | $20,372,839 | $(4,218,279) | $— | $4,218,279 | | | Non-PEO NEOs | $2,374,526 | $(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 |

  85. Pay Versus Performance

    (3)Total shareholder return (“TSR”) is determined based on the value of an initial fixed investment of $100 on December 31, 2020. 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, 2025. 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 2025.

  86. 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 five most recently completed fiscal years, and the TSR of the S&P 500 Health Care Index over the same period.

  87. 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 five most recently completed fiscal years.

  88. 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 five most recently completed fiscal years.

  89. Director Compensation

    Director Compensation

  90. Director Compensation Features

    Director Compensation Features

  91. 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 |

  92. 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.

  93. 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.

  94. 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 2025:

  95. Director Compensation Structure

    | Annual Cash Retainer | $100,000 | | Annual Equity Award | $200,000 | | 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. |

  96. 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.

  97. Changes to Non-Employee Director Compensation for 2026

    Changes to Non-Employee Director Compensation for 2026 In 2025, 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 slightly below the peer group median. FW Cook recommended an increase of $15,000 to the annual equity retainer, from $200,000 to $215,000 to address this gap and to anticipate future market movement. The Compensation Committee also discussed with FW Cook the retainers for the committee chairs, noting that the Audit Committee’s responsibilities had increased over the past several years. Accordingly, in November 2025, the Compensation Committee recommended to the Board for approval, and the Board approved, (i) an increase to the annual equity award payable to our non-employee directors from $200,000 to $215,000, effective with the annual equity award to be granted in 2026, and (ii) an increase in the annual cash retainer for the Audit Committee chair from $25,000 to $30,000, effective January 1, 2026.

  98. Director Summary Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($) (1) | TOTAL ($) | | Scott Huennekens | $175,000 | $275,042 | $450,042 | | Wendy Carruthers | $120,000 | $200,013 | $320,013 | | Kieran T. Gallahue | $115,000 | $200,013 | $315,013 | | Barbara Hulit(2) | $100,000 | $200,013 | $300,013 | | Vivek Jain | $100,000 | $200,013 | $300,013 | | J. Andrew Pierce(3) | $20,833 | $183,375 | $204,208 | | Daniel A. Raskas | $100,000 | $200,013 | $300,013 | | Christine Tsingos | $131,000 | $200,013 | $331,013 |